Wingate: Request for Expressions of Interest - Issue of Debentures

MELBOURNE,Australia,Sept. 26,2023 -- Win Co-Invest No. 1 Pty LtdACN 667 982 943 (the Issuer) proposes to issue up to AUD $200 million fully secured Debentures for subscription by Investors.

The details are as follows:

Issuer

Win Co-Invest No. 1 Pty Ltd ACN 667 982 943

Principal Amount

Up to AUD $ 200,000,with amounts to be progressively called across the Term as required by the Issuer. The Issuer may accept oversubscriptions in its absolute discretion.

Purpose

The Issuer will invest the proceeds of the Debentures to sub participate in an agreed portfolio (Portfolio) of senior construction loan facilities secured by first-ranking mortgages over real estate assets,including residential apartment and townhouse construction.

Term

Up to 24 months,subject to maturity of the underlying loans in the Portfolio

Target Return:

The Portfolio pre-tax net return (after fees,costs and interest margin share) to the Investors is currently forecast at 12.7% p.a.

The Issuer is seeking expressions of interest from prospective Investors for participation in the proposed Debenture issue to be undertaken in October 2023.

Interested Investors are invited to notify the Issuer of their interest in the Debentures,the scale of their prospective interest in the Debentures and any terms / conditions required in relation to that prospective investment.

An Investment Summary is available upon request.

Public Offer / Withholding Tax

This notice constitutes an offer to issue debentures or a debt interest for the purposes of,and in accordance with,the "public offer test" in section 128F(3) of the Income Tax Assessment Act 1936 (Cth) (Tax Act).

Investors will be required to make customary representations and warranties about their status to assist the Issuer to demonstrate compliance with section 128F of the Tax Act,including that the Investor is not an "Associate" (as defined in the Tax Act) of the Issuer.

Disclaimer

Nothing in this invitation constitutes a representation by the Issuer or any of its Related Entities (as defined in the Corporations Act 2001) in relation to the issue. Investors must rely solely on their own investigations and not on any other information provided by the Issuer in making the decision to participate in the Debenture issue.

This invitation is not provided to any person located in a jurisdiction where its provision or dissemination would be unlawful. Any person who receives this invitation in circumstances where receipt of it is unlawful or unauthorised or requires the Issuer to take any additional steps,including registration,must not accept this invitation.

Confidentiality

The information contained in this invitation and any other information provided in relation to the Debenture issue must be kept confidential.

For expressions of interest and further information please contact:

Wingate Property Finance

Attention :Nick Jacobson and Michael Nathan

WINGATE | Level 48,101 Collins Street,Melbourne,Vic,Australia 3000

| njacobson@wingate.com.au and mnathan@wingate.com.au| wingate.com.au