TradeWindow announces capital raising of up to $10m

Auckland, NZ - 12 July 2022 Trade Window Holdings Ltd (TradeWindow) today announced its intention to raise up to approximately $9 million via a private placement of shares to select institutional and other select investors (Placement) along with an approximately $1 million Share Purchase Plan (SPP). TradeWindow Chair Alasdair MacLeod said: "The opportunity for TradeWindow is significant as global trade undergoes game-changing transformation at an increasing pace. TradeWindow is well positioned to build on its strong track record and recent acquisitions to take advantage of growth opportunities in key markets. This first capital raising as an NZX listed company will enable TradeWindow to continue to execute its growth strategy and capitalise on both organic and acquisition opportunities." The proceeds will be used to drive organic growth in New Zealand and Australia, build the global trade platform and accelerate global expansion opportunities through acquisitions. The proceeds will also partially fund the acquisition of Rfider . Equity raising details The Placement will be conducted over the course of today and tomorrow, with new shares issued at a fixed price of $0.70 per share, representing a 30.7% discount to the closing price of $1.01 on Monday, 11 July 2022. The SPP will allow all eligible shareholders with a registered address in New Zealand on the record date to apply for up to $15,000 of new shares in TradeWindow. The issue price of the new shares under the SPP will be the lower of the Placement price and a 2.5% discount to the volume weighted average price of TradeWindow shares traded on the NZX during the five trading days up to, and including, the end of the SPP offer period. The SPP offer opens on Thursday, 14 July 2022. The Offer enables all existing shareholders to participate through either the Placement or the SPP (except where restricted due to legal constraints), and should scaling be required, it will be by reference to existing shareholdings on the record date. The new shares issued under the Offer will rank equally with existing TradeWindow shares on issue. Indicative timetable Event Date Announcement of equity raising 12 July 2022 Placement opens 10.00am (NZ time), Tuesday, 12 July 2022 Placement closes 3.00pm (NZ time), Wednesday, 13 July 2022 Trading halt lifted Thursday, 14 July 2022 Settlement of Placement Wednesday, 20 July 2022 Share Purchase Plan (SPP) Record date 5.00pm (NZ time), Monday, 11 July 2022 SPP opens Thursday, 14 July 2022 Entitlement letters shareholders Thursday, 14 July 2022 SPP closes 5.00pm (NZ time), Monday, 25 July 2022 SPP results and issue price Thursday, 28 July 2022 Settlement of SPP Friday, 29 July 2022 The dates are subject to change and are indicative only. TradeWindow reserves the right to alter the key dates, subject to applicable laws and NZX Listing Rules. Further information For further information in respect of the Offer, please refer to the capital raising presentation attached to this announcement. TradeWindow will host a group conference investor call this morning at 10 am NZST to discuss the Offer. Please register using the link below: https://ccmediaframe.com/?id=xW6kRLEh Once registered, you will receive a calendar invite with further instructions. Should you register during the conference call, you will be directed straight to the presentation. More investor information about TradeWindow, including the Listing Profile and investor presentation, is available at www.nzx.com under the ticker "TWL". ENDS Released for and on behalf of TradeWindow by: Deidre Campbell Chief Financial Officer For further information: Investors Andrew Balgarnie TradeWindow +64 27 227 3541 Media Coran Lill The Project +64 27 342 3836 About TradeWindow: Founded in December 2018, TradeWindow is an early-stage software company that provides digital solutions for exporters, importers, freight forwarders, and customs brokers to drive productivity, increase connectivity, and enhance visibility. TradeWindow's software solutions integrate to form a cohesive digital trade platform that enables customers to more efficiently run their back-end operations, share information and securely collaborate with a global supply chain made up of customers, ports, terminals, shipping lines, banks, insurance companies, and government authorities. www.tradewindow.io Important notice This announcement is not a product disclosure statement or offering document under New Zealand law or under any other law. It is for information purposes only and does not constitute an offer, invitation or recommendation to subscribe for, retain or purchase any securities in TradeWindow in any jurisdiction. This announcement does not constitute financial product advice or investment advice and does not and will not form part of any contract for the acquisition of TradeWindow securities. This announcement has been prepared for release in New Zealand. This announcement may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States (or to, or for the account or benefit of, any person in the United States) or in any other jurisdiction in which such an offer would be unlawful. The information in this announcement is of general background and does not purport to be complete. It should be read in conjunction with TradeWindow's other market announcements lodged with NZX, which are available at www.nzx.com under ticker code TWL. Future performance: This announcement and the other materials released with this announcement today (including the investor presentation ("Investor Presentation")) may include forward-looking statements about TradeWindow and the environment in which TradeWindow operates, such as indications of, and guidance on, future earnings and financial positions and performance. You are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the current economic climate and significant volatility, uncertainty and disruption caused by the outbreak of COVID-19. Forward-looking information is inherently uncertain and subject to contingencies, known and unknown risks and uncertainties and other factors outside of TradeWindow's control, and may involve significant elements of subject judgement and assumptions as to future events which may or may not be correct. Forward-looking statements may also assume the success of TradeWindow's business strategies. The success of any of these strategies is subject to uncertainties and contingencies beyond TradeWindow's control, and no assurance can be given that any of the strategies will be effective or that the anticipated benefits from the strategies will be realized in the period for which the forward looking statements may have been prepared or otherwise. Refer to the key risks section of the Investor Presentation for a non-exhaustive summary of certain key business, offer and general risk factors that may affect TradeWindow. No assurance can be given that actual outcomes or performance will not materially differ from the forward-looking statements. A number of important factors could cause TradeWindow's actual results or performance may differ materially from these statements, particularly as a result of the impacts of COVID-19. The forward-looking statements are based on information available to TradeWindow as at the date of this announcement. Except as required by law or regulation (including the NZX Listing Rules), TradeWindow undertakes no obligation to provide any additional or updated information whether as a result of new information, future events or otherwise. End CA:00395198 For:TWL Type:OFFER Time:2022-07-12 08:30:41