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Foresta Group Holdings Limited (ASX: FGH, “Foresta” or the “Company”) is pleased to announce that it has received strong interest and firm commitments for a placement of new fully paid ordinary shares (“New Shares”)
to raise $2,332,510 million (before costs) (the “Placement”).


The total amount of the Placement was increased to accommodate for the additional demand. Funds raised under the Placement will be applied to accelerate the torrefied “black” pellets and wood chemical manufacturing facility project in Rotorua New Zealand.

Funds raised under the Placement will also be applied to:

Project operation costs.

The Placement was offered at an issue price of $0.013, representing an 18.75% discount to the last closing price of the Company’s shares on 28 September 2023 of $0.016 per share and was supported by sophisticated and professional investors, existing shareholders, and directors and officers of the Company.

The Company will issue 179,423,850 New Shares, with investors receiving one (1) free attaching option for each New Share, exercisable at $0.02 with a 2-year expiry (“New Option”). Ray Mountfort, Managing Director Foresta Group Holdings, said: “I welcome all new investors to Foresta and thank existing investors for their continued support. I am very pleased with the demand for this Placement. This funding enables us to obtain the necessary project consents in New

Zealand and maintain the momentum of this tremendous opportunity.”

Details of the Placement

A total of 179,423,850 New Shares will be issued under the Placement at an issue price of $0.013 per New Share. The Placement will be undertaken in two tranches. 174,039,234 New Shares and 174,039,234 New Options will be issued under the Company’s existing capacity for new equity issuances under ASX Listing Rules 7.1 and 7.1A (Tranche 1). The Company will seek shareholder approval to refresh its 10% placement capacity under Listing

Rule 7.1A and issue the remaining 5,384,616 New Shares and 5,384,616 New Options to the Directors who participate in the Placement (Tranche 2) following shareholder approval at the Company’s upcoming Annual

General Meeting to be held on 28 November 2023. SP Corporate Advisory Pty Ltd (ACN 669 429 092, CAR No. 001305640) (“Lead Manager”), corporate authorised representative of Viriathus Capital Pty Ltd (AFSL 297950), acted as sole Lead Manager and Bookrunner in respect of the Placement. Upon completion, the Company will pay the Lead Manager a management fee of 3% plus GST of all funds raised, except for the initial A$1,000,000 raised by the Directors which will incur a fee of 1%, a placement fee of 3% plus GST of all funds raised, except for the initial A$1,000,000 raised by the Directors which will incur a fee of 1%, and A$7,500 plus GST for the establishment and execution of the DVP settlement function.

The Company has also agreed to issue 8,000,000 New Options to the Lead Manager for the facilitation of the

Placement.

Settlement of the New Shares and New Options under Tranche 1 is expected to occur on Friday, 13 October 2023, with the issue and trading of the New Shares and New Options expected to occur on Monday, 16 October 2023. Settlement and issue of the New Shares and New Options under Tranche 2 is expected to occur in November 2023 following shareholder approval.