RIDDLE 3 PTY LTD (AND OTHERS) ANNOUNCES OFFERING OF AUD 15,608,966 MEZZANINE SECURED LOAN NOTE OFFER

MELBOURNE, Australia, Dec. 9, 2025 /PRNewswire/ -- Riddle 3 Pty Ltd ACN 622 918 370 and others noted as the Issuer/Borrower in the table below (Riddle or the Issuer) is seeking to raise a total of AUD 15,608,966 in funds by the issue of loan notes, according to an announcement today by the underwriter Banner Capital Management Limited (the Arranger/Underwriter). The issue comprises progressively drawn notes as detailed below.

The following is a text of the announcement:

Banner Capital Management Limited as Arranger and Underwriter has announced today that the Issuer is seeking to raise AUD 15,608,966 through the issue of a series of debentures (in the form of loan notes) for the purposes set out below.  

The loan notes (the Notes) to be issued represent a loan commitment of up to AUD 15,608,966.

Pursuant to an agreement with the Issuer, the offer is made by the Underwriter to investors who are qualified as 'wholesale investors' as defined in the Corporations Act 2001 (Cth).  The Underwriter has agreed to initially subscribe for the issued Notes on 5 December 2025 and will offer the loan notes pursuant to the agreement.       

This open letter constitutes an offer of the Notes for the purposes of the 'public offer test' in section 128F(3)(e) of the Income Tax Assessment Act 1936 (Cth). That provision provides an exemption from Australian interest withholding tax in relation to interest paid on the loan notes to non-Australian noteholders.

Financiers and those in the business of dealing in debentures, or the buying and selling of loan notes or other debt interests and who are interested in subscribing for the Notes will be required to give customary representations, warranties and information about their status, to assist the Issuer to demonstrate compliance with section 128F of the Income Tax Assessment Act (Cth). 

KEY FEATURES OF THE OFFER

The Issuer reserves the right in its absolute discretion to vary the terms set out above and accept or reject any offer. This offer will expire on 8 January 2026.

For further information please contact Brett Macgillivray at Banner Capital Management Limited – on +61 (3) 9929 6400 Email: enquiries@bannerassetmanagement.com

Restrictions in certain jurisdictions, including Australia

The distribution of this announcement and the offering and sale of the Notes in certain jurisdictions may be restricted by law. This message does not constitute an offer, invitation or solicitation to participate in the offer and be issued Notes in any jurisdiction where, or to any person or entity to whom, it would be unlawful to make such an offer, invitation or solicitation.

This message is not a prospectus or disclosure document and it has not been lodged with the Australian Securities & Investments Commission under Chapter 6D of the Corporations Act 2001 (Cth) (Corporations Act). The offer of Notes is only available to domestic and foreign investors who are qualified as "professional investors" or "sophisticated investors" as defined under the Corporations Act (Wholesale Investors). By accepting the offer, an offeree represents that the offeree is a Wholesale Investor. No Notes will be issued or sold in circumstances that would require the giving of a disclosure document under Chapter 6D of the Corporations Act.

The Notes referred to in this message have not been nor will they be registered under the US Securities Act of 1933, as amended (Securities Act), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. There will be no public offering of the Notes referred to in this message in the United States.

About Banner

Banner Capital Management Limited is an Australian based alternate asset manager specialising in actively managed property debt and has provided attractive risk-adjusted returns to its investors since 2012.