CANDY CLUB HOLDINGS LIMITED (CLB)

Candy Club Holdings intends to acquire Scalare Partners to enable Scalare Partners to accelerate growth in their corporate advisory and financial services business involving supporting, advising, and investing in innovative technology businesses with global technology potential. Scalare Partners is a dynamic force in the tech start-up landscape, taking a hands-on approach to guide and support talented founders as they scale their early-stage businesses. Scalare Partners has an outstanding leadership team who have individually built and successfully exited a number of technology businesses in Australia and Internationally. On completion of the transaction and a proposed capital raise, and based on financial information provided by Scalare, the merged entity is expected to have a market capitalisation of approximately $26.5 million. The proposed acquisition, if consummated, together with the new capital raise will ensure Scalare Partner's range of scale-up advisory services and products tailored to the specific needs of the technology ecosystem can be expanded. This will include the opening of a Scalare Partners US office. Alongside its ownership of the Australian Technologies Competition and the recently acquired Tech Ready Women, Scalare currently supports over 100 technology companies, over 1,200 tech executives and founders and has invested in 27 early-stage companies. On completion of the proposed merger, the group will have no debt and will be well-funded for growth locally and for expansion into the US market.

The company releases its Quarterly Activities/Appendix 4C Cash Flow Report.

The company releases a notification of cessation of securities.

The company lodges its Preliminary Final Report.

The company releases its Amended Appendix 4G.

The company lodges its Quarterly Activities/Appendix 4C Cash Flow Report.

The company lodges its Quarterly Cashflow/Activities Reports.

The company releases a notification of cessation of securities.

The following unlisted options were not exercised and have now expired: CLBAG: 216,666 (on a postconsolidated basis), $4.80 exercise price, 15/01/2024 (expiry date); CLBAG: 216,666 (on a postconsolidated basis), $6 exercise price, 15/01/2024 (expiry date); CLBAG: 216,666 (on a postconsolidated basis), $7.20 exercise price, 15/01/2024 (expiry date); CLBAG: 129,166 (on a postconsolidated basis), $2.448 exercise price, 15/01/2024 (expiry date).

The company lodges its Half Year Accounts.

The company releases a notification of cessation of securities.

The company releases the results of its meeting.

The company lodges its Quarterly Activities/Appendix 4C Cash Flow Report.

The following unlisted options were not exercised and have now expired: CLBAG: 3,333 (on a postconsolidated basis) at an exercise price of $1.824 and an expiry date of 23/10/2023.

The company's AGM will be held on Monday 6 November 2023 at 11:00 am (Sydney time) at: Level 2, 350 Kent Street, Sydney NSW 2000.

The company lodges its Preliminary Final Report.

The company releases an Appendix 4G.

The company releases a notification of cessation of securities.

The following unlisted options were not exercised and have now expired: CLBAL, 24,796 (on a post-consoloidated basis) at an exercise price of $2.3712 with an expiry date of 11/09/2023.

Shareholders in this company should consider crystallising a capital loss in 2023/24 by selling their shares. This process is now much easier and quicker. It can be achieved online by entering transaction details here. While, this usually makes good economic sense we recommend you seek professional advice before buying or selling securities, your accountant is probably the best person.

ASIC has granted an extension to 30 September 2023 for the Company to hold its 2023 Annual General Meeting. The New Board has instructed CLB's auditors to commence the audit of the financial statements for the year ending 31 December 2022. Whilst those instructions have been given, it is now not anticipated that the audit can be finalised until the end of July 2023 or later. The Company has sought and ASIC has granted an extension of the time in which to hold the 2023 AGM to the end of September 2023.

The company releases a notice of application for quotation of securities.

The company releases a notice of proposed issue of securities.

The share consolidation which was approved at that meeting has now been fully completed and in accordance with Resolutions 2 and 3, the Company has now issued 84,688,918 fully paid ordinary shares to Annerley Property Holdings Pty Ltd at $0.00236258407 per share. The shares have been issued under Exception 8 of ASX Listing Rule 7.1 and the Company has not utilised its existing placement capacity available under the Listing Rules.

The company releases a notification of cessation of securities.

The consolidation of CLB shares and options has been completed. CLB's register has been updated to reflect the share consolidation on the basis that every 24 preconsolidation shares will be consolidated into 1 post consolidation share (with any resultant fractions rounded down). The post consolidation shares on issue are as follows: Fully paid ordinary shares "“ 15,311,082.

The following unlisted options were not exercised and have now expired: CLBAG: 1,613,672 (on a preconsolidated basis), exercise price of $1.2288 and an expiry date of 5 June 2023.

The company releases a notification of cessation of securities.

The following listed and ulisted options were not exercised and have now expired: CLBO: 77,453,836 for $0.10 on 31 May 2023; CLBAM: 3,000,000 for $0.18 on 31 May 2023.

The company releases the results of its meeting.

The company releases a notice of consolidation. Shareholders get one share for every 24 presently owned.

The company will hold a general meeting on Thursday 25 May 2023 at 11.00 a.m. (AEST) at: Level 2, 350 Kent Street, Sydney NSW 2000.

lodges Sub Form Type: 484E, Appointment Or Cessation Of A Company Officeholder

Following a meeting of creditors, creditors resolved to release the company from administration. Mathew Jess has retired.

A meeting of creditors is scheduled to be held on 6 February 2023 to decide the future of the Company. As there has been no proposal for a Deed of Company Arrangement, the options available for creditors will be to either end the administration or place the Company into liquidation.

The voluntary administrators are currently seeking expressions of interest to recapitalise the Company, which may be achieved through a Deed of Company Arrangement,

The company's Board has today appointed Matthew Jess and Ivan Glavas of Worrels as voluntary administrators. The voluntary administrators will undertake a review and assessment of the company's operations. An initial meeting of creditors is to be held within 8 business days of the date of appointment.

Disappointingly, the Company received notice late last week that a potential merger deal financed by private equity had been withdrawn. Financing discussions with several different parties in the US are continuing. $6.6m is owed to Western Technology Investment (WTI) is being paid back in monthly instalments of approximately $65k in interest and $150k of principal rising to $225k of principal monthly as of 1 December. The current liquid assets of the Company are $740k in cash, $1.4m in accounts receivable, $6.3m in inventory, and $1.8m in accounts payable (excluding WTI). A rights issue has been carefully considered in conjunction with different brokers and ruled out due to the debt position and the amount of capital required to get the Company to sustainable cash positive.

The securities of Candy Club Holdings Limited will be suspended from quotation immediately under Listing Rule 17.2, at the request of CLB, pending the release of an announcement regarding the outcome of the US-based investment banking process.

The suspension of trading in the securities of Candy Club Holdings Limited will be lifted immediately, following the release by CLB of an announcement regarding the debt/equity investments.

The company releases a notice of Proposed issue of Securities - CLB.

The company releases an investor presentation.

The company provides further information on debt facility and proposed warrant to be granted to Venture Lending & Leasing IX Inc.

Successful completion of institutional placement, from the issue of 48.6 million fully paid ordinary shares at $0.22 per share to raise approximately A$10.7 million before costs. In addition to the Placement, CLB's wholly owned US subsidiary, Candy Club Holdings Inc., has secured US$7.5 million (A$9.84* million) in debt funding from Venture Lending & Leasing IX Inc, which is a part of a leading Silicon Valley equity/debt venture firm, Western Technology Investment. The debt funding includes a Warrant proposed to be issued to WTI or nominee entity (subject to shareholder approval), to purchase up to AUD$1,959,990 worth of CLB shares at A$0.237 per share (or at a subsequent CLB capital raising price which may be lower than A$0.237). If the Warrant is not approved by CLB shareholders and issued to WTI then CLB shall be required to pay a break fee estimated at USD$2.1m (assuming full US$7.5m is advanced under the debt facility). The Placement was strongly supported by new and existing investors. Capital raised to be invested in considerably scaling the business.

The Company requests that the suspension remain in place until the earlier of the commencement of normal trading on Wednesday, 14 April 2021, or until the release of an ASX announcement regarding the debt/equity investment in Candy Club.

The securities of Candy Club Holdings Limited will be suspended from quotation immediately under Listing Rule 17.2, at the request of CLB, pending the release of an announcement regarding the debt/equity investment

listed entity carried for record purposes only