Update on capital raising

22 December 2021

Update on capital raising
Cooks Global Foods Limited (NZX: CGF) is pleased to advise that it has issued 103,317,794
new ordinary shares for $3,099,534 following the recent closure of CGF’s rights issue.

As part of the equity issued the trustees of the Nikau Trust, a family trust associated with Keith
Jackson, converted $2 million of previously interest bearing debt into shares. The new issue
included 25,475,365 shares placed to new investors in anticipation of the rights issue shortfall.

To ensure compliance with the Takeovers Code, the trustees of Nikau Trust agreed with CGF to
reclassify 36,250,000 of their existing ordinary shares as non-voting shares. The non-voting
shares have the same rights as ordinary shares, except the right to vote at a meeting of CGF
shareholders, and such shares may be subsequently reclassified as ordinary shares by written
notice to CGF.

Accordingly, CGF currently has a capital structure comprising 694,901,625 quoted ordinary
shares and 36,250,000 unquoted non-voting shares, with 731,151,625 total shares on issue.

As contemplated by NZX Listing Rule 4.4.1(a), the directors of CGF intend to seek to place the
remaining shortfall in the rights issue of up to 210,599,122 shares for not less than the 3 cents
per share price offered in the rights issue within 3 months of today.

As part of the shortfall placement, CGF is working to finalise agreements with lenders and
creditors of the company to convert further debt into shares and expects to further progress
those discussions in the New Year.

We are encouraged by the support from existing shareholders and new investors. The
additional equity raised to date has already achieved the key objectives to strengthen the CGF
Balance Sheet and reduce costs, which will be enhanced as further agreements are reached.


Yours sincerely,



Keith Jackson
Chair and CEO, Cooks Global Foods Limited

---

Capital Change Notice




Section 1: Issuer information
Name of issuer Cooks Global Foods Limited
NZX ticker code CGF
Class of financial product Ordinary shares
ISIN (If unknown, check on NZX website) NZCFGE0001S7
Currency NZD
Section 2: Capital change details
Number issued 103,317,794 (including 25,475,365
shares placed to new investors in
anticipation of the rights issue
shortfall).
In addition, to ensure compliance
with the Takeovers Code, the
trustees of the Nikau Trust agreed
with CGF to reclassify 36,250,000 of
their existing ordinary shares as non-
voting shares, reducing the number
of ordinary shares on issue.
Nominal value (if any) N/A
Issue price per security 3 cents
Nature of the payment (for example, cash or other
consideration)
Cash and set off of debts owed by
the issuer
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products issued
(calculated on the number of Financial Products of the
Class, excluding any Treasury Stock, in existence)
16.456%
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for example
the Conversion price and Conversion date and the
ranking of the Financial Product in relation to other
Classes of Financial Product) or the Option (for
example, the exercise price and exercise date)
Not applicable
Reason for issue and specific authority for issue (the
reason for change must be identified here)
Allotment under a rights issue (and
part allotment under associated
shortfall placement) conducted by
Cooks Global Foods Limited.
Total number of Financial Products of the Class after
the issue (excluding Treasury Stock) and the total
number of Financial Products of the Class held as
Treasury Stock after the issue
694,901,625 quoted ordinary shares

36,250,000 unquoted non-voting
shares (which may be reclassified as
quoted ordinary shares).
In the case of an acquisition of shares, whether those
shares are to be held as treasury stock
Not applicable

Specific authority for the issue, acquisition, or
redemption, including a reference to the rule pursuant to
which the issue, acquisition, or redemption is made
NZX Listing Rules 4.3.1(a) and
4.4.1(a)
Terms or details of the issue (for example: restrictions,
escrow arrangements)
The new ordinary shares rank equally
with all other fully paid ordinary
shares.
The non-voting shares have the
same rights as ordinary shares,
except the right to vote at a meeting
of CGF shareholders, and such
shares may be reclassified as
ordinary shares by written notice to
CGF.
Date of issue 22/12/2021
Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement Keith Jackson
Contact person for this announcement Keith Jackson
Contact phone number +64 21 702 509
Contact email address keith.jackson@cooksglobalfoods.com
Date of release through MAP 22/12/2021