OLIVER'S REAL FOOD LIMITED (OLI)

The suspension of trading in the securities of Oliver's Real Food Limited will be lifted immediately following OLI's re-compliance with Listing Rule 12.2.

The company provides disclosures and confirmations to satisfy the conditions for reinstatement to quotation of the company's shares: Oliver's Stated Objectives in the 12 month period following reinstatement; Independent Expert's Report confirming that Oliver's working capital and financial condition are sufficient for the Company to carry out its stated objectives in the 12 month period following reinstatement; Compliance with Listing Rules.

Oliver's Real Food Limited wishes to clarify the disclosure set out in Note 2 of the financial statements for the half year ended 31 December 2022. The note outlined the potential for the roll-out of up to 20 metropolitan stores in the next two years. As stated, such a roll-out would require a substantial capital raising. If the roll-out was to proceed, a decision on a capital raising would be made at that time, subject to the capital needs of the business. The Company has no plans to undertake a capital raising during the second half of FY23 and accordingly when assessing the cash needs of the business over the next 12 months, the Board has not factored any capital raise into its current cashflow forecasts. OLI has notified its auditor of the clarification. The Independent Auditor's Review Report dated 17 February 2023 is unchanged.

The company lodges its Half Yearly Report and Accounts.

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

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

The company releases the results of its Extraordinary General Meeting.

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

Oliver's EGM will be held at the office of Thomson Geer at Level 14, 60 Martin Place, Sydney at 10am AEDT (Sydney time) on 8 February 2023.

ASX has advised the Company that based on the information provided in our submission, the current suspension will continue under Listing Rule 12.2. ASX requires OLI to obtain an independent expert's report that confirms that OLI's working capital and financial condition (including operating results and cash flow forecasts which have been provided to ASX) is sufficient for OLI to carry out its objectives in the 12 months following the reinstatement of its shares. The Board is in the process of appointing an independent expert. OLI will be removed from the official list from the commencement of trading on Monday, 27 February 2023, if OLI shares are not reinstated on that date.

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

The company releases the Results of its Meeting.

The company releases the Chairman's and CEO Address to Shareholders.

The company has entered into an agreement with its principal lenders, Michael & Suzanne Gregg and Gelba to restructure its debt facilities. If approved and implemented, the Debt Restructuring Plan will reduce Oliver's debt, strengthen the balance sheet and enhance liquidity to support the Company's operations and future growth. With respect to the issue of the Share Placement and the reclassification of $1.0 million unsecured debt to secured debt, both transactions are with Related Parties and under Listing Rules 10.1 and 10.11 are subject to shareholder approval. An Extraordinary General Meeting, will be held in late January 2023 and a Notice of Meeting and accompanying Explanatory Statement will be dispatched to shareholders in December 2022. It remains the intention of the Company to undertake a Share Purchase Plan for up to $30,000 per investor, at a price that will be determined by the Board. The SPP will be capped at $1.5 million, and investors may be subject to scale backs.

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

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

Oliver's 2022 AGM will be held at Mercure Kooindah Waters Central Coast, 40 Kooindah Boulevard, Wyong NSW 2259 Australia at 10am AEDT (Sydney time)on Wednesday 23 November 2022.

The company lodges the following: Full Year Statutory Accounts, Reconciliation of Appendix 4E to Final Financial Report, Corporate Governance Statement and Appendix 4G.

Michael and Suzanne Gregg and Gelba Pty Ltd, have further committed to supporting the Company. In addition to the current facilities of $9,801,000 (refer to August 2022 Cash Flow report lodged September 26, 2022), the lenders have advised that a further $1.0m unsecured line of credit will be available if needed.

During the final stages of the audit of the FY2022 accounts, as the group is finalising its impairment calcuations, it has been identified that there should be a reassessment of the exercising of lease renewal options as it relates to AASB 16 Leases. This is being undertaken by management to ensure this aligns with the assumptions made within the impairment calculations and represent management's best estimate as to whether certain options will be exercised or not. The company advises that it is likely that the 30 September reporting timeline will be missed and that they will report in October, no later than Friday, 14 October 2022.

Negotiations with one of the company's landlords have concluded and OLI has been released from the following six leases: Geelong North and South, Peninsula Inbound and Outbound and Eastlink Inbound and Outbound. As a result of this in the FY2023 first half results, there will be a write-back of the remaining lease liabilities in relation to these stores. As the Right of Use and plant and equipment assets for these six stores were fully impaired in FY2022, this will result in a profit of $6.385m. This write-back will reduce current and non-current liabilities and improve the company's working capital shortfall by approximately $500k.

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

The company's 2022 AGM will be held at 10:00am AEDT on Wednesday, 23 November 2022 at: MERCURE KOOINDAH WATERS CENTRAL COAST 40 Kooindah Boulevard Wyong NSW 2259 Australia.

The company lodges its Preliminary Final Report.

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

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

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

The company lodges its Half Yearly Report and Accounts.

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

While not back to pre-pandemic levels, trading at the Company's stores in New South Wales and Queensland continues to improve. Our stores at Wyong North and South, Port Macquarie and Bulahdelah are currently trading ahead of the comparative periods in 2019. Unfortunately, the Victorian stores' recovery is significantly behind the NSW and QLD performance compared to pre-Covid levels, and the viability of certain stores remains problematic and concerning. The Geelong North and South and Peninsula Inbound and Outbound stores have been closed this week. The remaining Victorian stores' sales will be closely monitored in the coming weeks and work will continue to improve the financial outcomes of those stores.

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

The company's principal lenders, Michael and Suzanne Gregg and Gelba Pty Ltd have confirmed their continued support of the company by increasing the line of credit facility from $1.5m to $2.1m. Since the revenue for the period December 2021 to mid-March 2022 is less than forecasted, the expectations for positive operating cash flows in the second half of FY2022 is now less likely to be realised.

OLI received an information request from ASIC regarding "˜reversals of impairments' at 30 June 2021 and their interpretation of AASB16. The OLI board has decided to wind back the reversal of impairment recognized at 30 June 2021 as a prior period adjustment in the 2022 half year results. This will increase retained losses by approximately $4.5m being Right of Use Assets for $3.7m and Fixed Assets by $0.8m. The board is currently assessing further impairment to be recorded in the period ended 31 December 2021 as a result of the poor trading conditions due to COVID-19 impacts and related lockdowns experienced in the half year. The preliminary assessment is a further impairment of $3.8m. In 2017, an amount of $500,000 was brought to account as Brand IP, which was transferred from a related entity and is considered goodwill, which must be written off over its useful life. The goodwill is being written off as a prior period adjustment as it should have been written off in 2020 with other intangible assets. The company also issued warrants in conjunction with the loan facility agreement with Pure Asset Management for $5m on 29 September 2020. The summary of the effect on the financial statements at 30 June 2021 should have been: loan liability (reported at $5,000,000): $4,719,443; interest expense: ($494,312); fair value movement gain: $122,562; and total profit & loss effect: $371,750.

The implications of Covid have continued to wreak havoc for Oliver's, with a number of negative consequences, including the fact that the company is not in a position to issue its audited half-yearly review due today. Oliver's was hoping that discussions between the ASX and ASIC to extend this reporting deadline for the entire market to 31 March 2022 would be sanctioned, but it was not. The company is currently working with its auditors to rectify these issues in the interim financial report. Considerable time not previously allowed in the company's reporting timetable has been devoted to these issues in an effort to get them right, and this in turn has caused a delay in the company being able to finalise its half-yearly accounts.

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

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

The company releases the results of its meeting.

The company releases the Chairman's & CEO's Address to Shareholders.

The company's AGM will be held virtually at web.lumiagm.com/347682095 at 11am AEDT on Friday 21 January 2022.

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

The first four months trading conditions were extremely challenging as Covid lockdowns in NSW and Victoria caused significant disruption to the business. These results, while disappointing, are in line with expectations. Traffic flows will return to 2019 levels from December onwards, and the Company is optimistic that revenue from December 2021 to June 2022 might progressively improve to those experienced before COVID-19. Revenue will be supported by both new product developments and marketing initiatives. OLI expects to continue its operations and meet its business objectives under the new operating model. If the revenue assumptions are achieved, the Company expects to generate positive operating cash flows in the second half of FY2022. The Company is disappointed by ASX's decision and respectfully disagrees with ASX's continued suspension of OLI shares. The directors and the external auditors have signed off on the FY2021 accounts based on actual results and the key assumptions used in preparing those accounts. The OLI Board notes the ASX concern about OLI's profitability and balance sheet. The Company has executed a significant restructuring of the business, removing $4m in operating costs, refinancing our loans at significantly lower interest rates, and increasing our borrowing limit.

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

The company releases a JobKeeper payments Notification.

The company lodges its Monthly & QuarterlyActivities/Appendix 4C Cash Flow Report.

The PURE Asset Management facility assignment was finalised on 5 October 2021. A revised loan document was signed on 20 October 2021 to reflect the updated terms, as announced on 24 September 2021, of the loan with OLI's two leading shareholders, Michael & Suzanne Gregg and Gelba Pty Ltd for the $5.0m loan and $1.5m revolving line of credit facilities. On 19 October 2021 the Safety Factor Aviation Pty. Limited loan has been assigned to The Green Superannuation Fund of which OLI Director, Mr Martin Green is a trustee. All previously announced terms and condition of the loan remain unchanged.

The company releases the following: Corporate Governance and Appendix 4G and Annual Report to shareholders.

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

An in-principle agreement has been reached between PURE Asset Management and OLI's two leading shareholders, Michael & Suzanne Gregg and Gelba for the PURE A$5.0M loan facility to be assigned to these two major shareholders. It is expected that the assignment will occur on or around 30 September 2021.

The company lodges its Preliminary Final Report.

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

After discussions with the company's primary lender, PURE Asset Management, agreement has been reached for OLI to establish a $500,000 unsecured overdraft facility with its two leading shareholders, Michael & Sue Gregg and Gelba Pty Limited. The facility is temporary and is available up to 30 September 2021.

July 2021 Company-owned store sales were $711,427 compared to $2,726,807 in July 2019, a decline of 73.91%. On a state by state basis compared with 2019: New South Wales (NSW) down 88.04%, Victoria (VIC) down 55.25%, Queensland (QLD) down 9.98%. From Thursday 5 August 2021 trading will be: All NSW stores except Gundagai and Chinderah will be open. Stores will trade 7am - 3pm except Goulburn 8am - 3pm. All VIC stores 6am - 3pm. Euroa re-opens Thursday 5 August. Wallan Nth & Officer Out on Friday and Saturday open 6am-8pm. QLD store 7am "“ 3pm.

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

From 19 July 2021 the only Company owned stores trading will be: Maryborough, Port Macquarie, Hexham, Eastlink IN & OUT (closed weekends), Officers IN & OUT (closed weekends), Peninsular IN & OUT (closed weekends).

Oliver's Real Food Limited provides an update regarding Company-Owned Store trading hours due to the ongoing COVID-19 restrictions in New South Wales (NSW), particularly Greater Sydney travel restrictions and recent Victorian border closure. Wyong Northbound and Southbound: Closed from Tuesday 29 June; Chinerah, Ferry Park and Lithgow: Closed from Tuesday 6 July; Goulburn, Gundagai, Coffs Harbour: Closed from Tuesday 13 July; All other NSW stores: Trading hours 7 am to 3 pm; QLD store: Trading hours 7 am to 3 pm. PURE Asset Management has agreed to reduce the cash covenant on the current loan facility from $1M to $500K. The Board thanks PURE for their on-going support at this time.

Due to the recent stay at home orders (lockdowns) announced by the New South Wales and Queensland Governments, the following trading hour changes have been made to our NSW and QLD company-owned stores. Wyong Northbound and Southbound: Closed from Tuesday 29 June; All other NSW stores: Trading hours 7 am to 3 pm; QLD store: Trading hours 7 am to 3 pm.

The company lodges its Appendix 4C - May 2021.

Two of the three requirements the ASX National Listing Committee requested prior to reinstatement have now been complied with, namely: receipt of shareholder approval of resolutions 2 "“ 4 of the notice of extraordinary general meeting released on the ASX Market Announcements Platform on 19 April 2021 in relation to the second tranche of the March 2021 Placement; and receipt of $1.5 million from the second tranche of the March 2021 Placement, including documentation evidencing receipt of the funds. The only requirement yet to be achieved is the ASX requirement for a minimum $1.5M in working capital, defined by the ASX as current assets less current liabilities.

The company releases a cleansing prospectus for an offer of ten (10) Shares at an issue price of $0.10 per Share to raise $1.00 (before expenses).

The company releases an Appendix 2A.

The company releases the results of its general meeting.

The company received communication from ASX which sets out their requirements of OLI prior to reinstatement on the exchange. The company reports that the announced restructure continues to be implemented and remains on schedule.

The company releases a letter to all shareholders in relation to orders made by the Federal Court in relation to the company's court application for orders validating sales of shares. The Federal Court hearing took place on 27 April 2021 and the company was successful in obtaining the orders sought.

The company lodges its Quarterly Activities Statement and Appendix 4C.

The Federal Court Proceedings were commenced on 20 April 2021 and the hearing took place at 9:15 am (AWST) on 27 April 2021. The Federal Court made orders declaring that any offers for sale or sale of any of the subject shares were not invalid by reason of the failure to issue a cleansing notice or cleansing prospectus when those shares were issued. The Federal Court also made orders declaring that any parties who traded in the subject shares are relieved from civil liability, save for present and past directors and officers, the former director who was issued with (and on-sold) the shares, that former director's nominee company and the present and past directors and officers of that nominee company.

The company releases a response to ASX query letter.

The Company has progressed the actions referred to in that announcement to seek declarations and other relief under section 1322(4) of the Corporation Act regarding the on-sale and secondary sales of the Company's shares and can advise shareholders that a hearing in the Federal Court will take place on Tuesday 27 April 2021 at 11.15am AEST.

The company releases an update on the notice of Proposed issue of Securities - OLI.

The company's general meeting will be held as a virtual meeting only, online at web.lumiagm.com/332958571 at 10:00 am (Sydney Time) on Thursday 20 May 2021.

The company releases a copy of a letter to all shareholders in relation to a court application for orders validating sales of shares.

ASX has revisited the matter of the On-Sale in a letter received on April 6 2021. The Board has decided to seek orders from the Federal Court of Australia validating the On-Sale and any subsequent sales of those shares so that these sales are not caught by the secondary sale provisions.The company will be seeking declarations and other relief, which enables the Court to validate procedurall and administrative irregularities. The process may take some time, current advice is perhaps one month. The EGM, to approve the $1.5M second tranche of the private placement announced on 10 March 2021, will be held on 20 May 2021.

The company has received binding commitments from two further sophisticated and professional investors to participate in the second tranche of the placement, subject to receipt of shareholder approval. The company's Board has placed a hold on the share purchase plan, which clearly compromises its ability to raise funds from retail investors.

The company releases a response to the ASX query.

The consolidated entity's previously issued consolidated interim financial statements for the half-year ended 31 December 2021, dated 25 February 2021, have been withdrawn and replaced by the consolidated half-year financial statements HY 2021.

The company has signed off on a restructure of the business, resulting in a streamlined and simplified business model. The proposed restructure is the result of a six-month, comprehensive review of the existing business by the CEO and her team, with a view to returning to profitability. As at today's date, one-off costs of $0.9M will be incurred in the coming months to implement the restructure however annualised cost savings have been forecasted at $4.0M in FY2022 enabling the company to achieve a much-improved financial outcome. Most of the restructure is expected to be implemented by June 2021.

The company releases a cleansing prospectus for an offer of 10 shares at an issue price of $0.10 per share to raise $1.00.

The company releases an Appendix 2A.

The company provides an update on the Proposed issue of Securities - OLI.

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

The company has commenced a series of funding initiatives that are expected to improve its financial position and ready it for growth. The initiatives will allow access to funds of between $3.5 million and $5.0 million. The company currently has binding commitments for a $2.5 million placement to fund working capital and the expected investment required to take advantage of opportunities as Australia emerges from a period of reduced business activity due to domestic travel restructions resulting from the COVID-19 pandemic. The company currently has a loan from PURE Asset Management for $5.0m. PURE has agreed to reduce the current cash covenants b $1.0 million effective from 5 March 2021. PURE will also be participating in the placement with $0.6 million of support. Investors will also be invited to participate in a share purchase plan for up to $30,000 per investor, at a price that will be determined by the Board. The SPP will be capped at $1.5 million, and investors may be subject to scale-backs.

The securities of Oliver's Real Food Limited will be suspended from quotation under Listing Rule 17.3, as ASX has determined that OLI's financial condition is not adequate to warrant the continued quotation of its securities and therefore it is in breach of Listing Rule 12.2. The suspension will continue until OLI is able to demonstrate compliance with Listing Rule 12.2.

The suspension of trading in the securities of Oliver's Real Food Limited will be lifted from the commencement of trading on Monday, 4 May 2020 following receipt of the Quarterly Activities Report for the period ended 31 March 2020.

The company lodges its Appendix 4C - quarterly.

suspended from Official Quotation in accordance with Listing Rule 17.5 from the commencement of trading today, 1 May 2020, following failure to lodge the relevant periodic report by the due date

The securities of Oliver's Real Food Limited will be reinstated to Official Quotation as from the commencement of trading today, Wednesday 6 November 2019 following lodgement of its Annual Report for the year ended 30 June 2019 and Appendix 4C for the quarter ended 30 September 2019.

The company releases its notice of meeting and proxy form. Oliver's 2019 AGM will be held on Friday, 29 November 2019 commencing at 12.00pm (AEDT), at Mercure Kooindah Waters Central Coast, 40 Kooindah Blvd, Wyong NSW 2259.

The company will hold its 2019 AGM on 29 November 2019 in Wyong.

The company releases an Appendix 4G.

The company releases its Corporate Governance Statement 2019.

The company lodges its Appendix 4C - quarterly.

The company lodges its Full Year Statutory Accounts.

The company releases a letter to its shareholders detailing the reason for the delay of the lodgment of its FY19 audited acounts.

Strong trading and tight management controls have delivered a positive unaudited EBITDA of $466k for Q1 FY20.

The audit and annual report has been lodged with ASX on 17 October 2019 and it is going through the ASX process and review. That is anticipated to be released, and the company's securities relisted, as soon as this is completed.

The company's securities will be suspended from Official Quotation in accordance with Listing Rule 17.5 from the commencement of trading today, 1 October 2019, following failure to lodge the relevant periodic report by the due date.

listed entity carried for record purposes only