HAPPY VALLEY NUTRITION LIMITED(HVM)

The company has been deregistered as of 14/05/2024

delisted by ASX under Listing Rule 17.12

we understand the company was delisted by ASX following company failure and breaches of several listing rules (the company is in external administration)

Following creditor approval at the concurrent Watershed Meeting of creditors held on 21 September 2023, the Deed Administrators and the Companies executed the relevant DOCAs on 3 October 2023. The DOCAs contain a sunset date of 30 November 2023. The Sunset Date has now passed without extension or any restructuring proposal being progressed and accordingly, the DOCAs will automatically terminate on the date being 5 business days following the Sunset Date. Upon termination, the Deed Administrators immediately cease to be Deed Administrators. With the termination of the DOCA, HVN returns to the control of its director(s). The resignation of the last remaining director of HVN may result in the ASX delisting HVN and, at a minimum, trigger the eventual mandatory removal of HVN from the New Zealand company register. Subject to any objection to be received within 20 working days following a notice by the Registrar of the proposed removal, HVN will be automatically removed from the New Zealand company register with the effect that HNV will cease to exist as a legal entity.

Following creditor approval at the concurrent Watershed Meeting of creditors held on 21 September 2023, the Deed Administrators and the Companies have executed the relevant DOCAs on 3 October 2023. HVM is not required to comply with the Financial Reporting Obligations until the last day of the Deferral Period.

The reconvened Watershed Meeting of creditors of the Companies were held concurrently on 21 September 2023. At the meetings the creditors, pursuant to section 239ABA of the New Zealand Companies Act 1993, resolved that the Companies execute a deed of company arrangement. The Sunset Date under the Holding DOCA is 30 November 2023 (or such later date this is extended to but in any event no later than 30 June 2024). During the DOCA Period the Deed Administrators, Andrew Grenfell and Kare Johnstone, will have control of the Companies.

The Watershed Meeting of creditors of the Companies were held concurrently on 10 August 2023. At the meetings the creditors, pursuant to section 239AZ of the New Zealand Companies Act 1993 (Act), voted to adjourn the Watershed Meeting for a period of 30 working days from the 10 August 2023. The Watershed Meeting of Creditors will reconvene on Thursday 21 September 2023, at NZT 11:00am at the offices of McGrathNicol, Level 17, 41 Shortland Street, Auckland 1010 and online via Teams.

The Administrators have convened the Watershed Meeting of Creditors of the Companies for Thursday 10 August 2023, at NZT 11:00am at the offices of McGrathNicol, Level 17, 41 Shortland Street, Auckland 1010 and online via Teams. It is intended to hold the meetings of the Companies jointly. The Administrators intend to rely on the relief set out in ASIC Corporations (Externally-Administered Bodies) Instrument 2015/251 which provides for the deferral of financial reporting obligations for a minimum period of 6 months from the date of appointment of the Administrators and up to a maximum period of 24 months from the date of appointment of the Administrators.

Andrew Grenfell and Kare Johnstone have been appointed to be the e Company's joint and several administrators.

The company has agreed with Merricks Capital Pty Ltd to extend the current Maturity Date of its Secured Debt Facility from 30 June 2023 until 16 August 2023.

The securities of Happy Valley Nutrition Limited will be suspended from quotation immediately under Listing Rule 17.3, due to ASX's concerns regarding HVM's financial condition.

The suspension of trading in the securities of Happy Valley Nutrition Limited will be lifted immediately following the release by HVM of an announcement regarding the outcome of a capital raising.

Happy Valley has today issued a total of 13,425,000 fully paid ordinary shares. The New Shares were issued at an issue price of $0.04 per New Share pursuant to the placement.

The company releases a notice of proposed issue of securities.

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

The company has raised A$637,000 (excluding costs) from the issue of 15,925,000 fully paid ordinary shares in HVM at A$0.04 per Share to new and existing investors. The funds raised from the Placement will be used for the purpose of working capital. Merricks Capital Pty Ltd has agreed to extend the current Maturity Date of its Secured Debt Facility from 28 March 2023 until 30 June 2023.

The securities of Happy Valley Nutrition Limited will be suspended from quotation immediately under Listing Rule 17.2, at the request of HVM, pending the release of an announcement regarding the outcome of a capital raising

listed entity carried for record purposes only