BIG RIVER INDUSTRIES LIMITED UNDERWRITTEN INITIAL PUBLIC OFFER

– APRIL 2017

Taylor Collison Limited: ABN 53 008 172 450, AFSL 247083 Participant of the Australian Securities Exchange, CHI-X Australia Pty Limited.

Adelaide: GPO Box 2046 Adelaide SA 5001. Level 16, 211 Victoria Square Adelaide SA 5000 Telephone: (08) 8217 3900 Fax (08) 8231 3506

Sydney: GPO Box 4261 Sydney NSW 2001. Level 10, 167 Macquarie Street Sydney NSW 2000 Telephone: (02) 9377 1500 Fax: (02) 9232 1677

[Date]

TERM SHEET

Underwritten Initial Public Offer

Taylor Collison – Lead Manager

Private and Confidential – not for distribution in the United States

SUMMARY

Transaction: Underwritten Initial Public Offer

Issuer: Big River Industries Limited (ASX: BRI)

Lead Manager: Taylor Collison Limited

KEY OFFER STATISTICS

Number of Shares on issue at date of Prospectus: 38.6m

Offer Price: $1.46

Total number of New Shares available under the Offer: 11.6m

Total proceeds from the issue of New Shares under the Offer (before costs):

$17.0m

Total number of Shares held by Existing Shareholders on Completion of the Offer:

38.6m

Total number of Shares issued to vending business: 2.4m

Total number of Shares on issue on Completion of the Offer:

52.6m

Free float: 22.1%

Indicative market capitalisation: $76.8m

Pro forma net debt: $6.4m

Enterprise value: $83.2m

Enterprise value / pro forma FY18 forecast EBITDA:

6.5x

Indicative Price range / pro forma FY18 forecast FY18 NPAT per Share:

11.1x

Indicative Price range / pro forma FY18 forecast FY18 NPATA per Share:

10.6x

Implied forecast FY18 dividend yield: 5.4%

OFFER DETAILS

Offer Type: Broker Firm Offer of New Shares

Structure: Initial public offer under a prospectus

Securities: Fully paid ordinary shares

USE OF FUNDS

The proceeds of the Rights Issue, after costs, will be used:

to reduce corporate debt;

to assist in the funding of future strategic acquisitions; and

to pursue various internal initiatives to promote operational efficiencies and organic earnings growth.

INDICATIVE TIMETABLE 2017

Opening Date of the Offer Mon, 3 April

Closing Date of the Offer Tue, 18 April

Settlement of the Offer Wed, 3 May

Allotment of New Shares Thu, 4 May

Shares expected to commence trading Mon, 8 May

COMPANY OVERVIEW

With an operating history of approximately 100 years, Big River has established itself as a diverse manufacturer and distributor of timber and building products. Big River is an integrated Australian timber products business that operates across the full continuum from procurement of raw materials through to sale of finished products to end users. Big River is:

a major manufacturer of softwood and hardwood formply and structural plywood products in Australia;

a major seller of consumable formwork products in Australia; and

a national merchant of timber and associated building products to local trade, medium sized and enterprise sized companies.

Big River's products are sold to professional builders, formworkers, construction companies and building contractors that operate in the residential, non-residential and infrastructure markets. Big River has sales and distribution offices in each of the mainland Australian states and two manufacturing sites in New South Wales.

BOARD AND MANAGEMENT

Chairman Greg Laurie

Managing Director Jim Bindon

NED Martin Kaplan

NED Malcolm Jackman

CFO Steve Parks

INVESTMENT HIGHLIGHTS

Opportunity to gain exposure to an industry leader with a ~100 year operating history in a highly fragmented traded product market

Significant opportunities to expand geographic footprint and broaden product offering through acquisitions

Acquisition opportunities characterised by businesses facing generational change with little succession planning (with commensurate balance sheet capacity)

Diversified customer list. Top 10 customers account for 16% of sales and after the largest customer (7% of revenue), no single customer accounts for more than 1.8% of revenue

No selldown from Existing Investors into the Offer, with the Major Shareholders expecting to hold ~68% of the post IPO shares

Shares owned by the Major Shareholders will be escrowed until the close of business following the release of the financial results for FY2018, subject to customary early release mechanisms for a portion of their holding

Management and the ATBS vendors are aligned with investors’ interests, and will hold ~9% of post IPO shares. Shares owned by Management and the ATBS vendors will be escrowed until after the close of business on 31 December 2018

BIG RIVER INDUSTRIES LIMITED UNDERWRITTEN INITIAL PUBLIC OFFER

– APRIL 2017

ELK PETROLEUM LIMITED ENTITLEMENT OFFER SHORTFALL

PLACEMENT– AUGUST 2016

Taylor Collison Limited: ABN 53 008 172 450, AFSL 247083 Participant of the Australian Securities Exchange, CHI-X Australia Pty Limited.

Adelaide: GPO Box 2046 Adelaide SA 5001. Level 16, 211 Victoria Square Adelaide SA 5000 Telephone: (08) 8217 3900 Fax (08) 8231 3506

Sydney: GPO Box 4261 Sydney NSW 2001. Level 10, 167 Macquarie Street Sydney NSW 2000 Telephone: (02) 9377 1500 Fax: (02) 9232 1677

[Date]

PRO FORMA REVENUE

PROFORMA EBITDA

GEOGRAPHIC SALES

PRODUCT MIX BY END MARKET

CUSTOMER DVERSIFICATION

BIG RIVER INDUSTRIES LIMITED UNDERWRITTEN INITIAL PUBLIC OFFER

– APRIL 2017

ELK PETROLEUM LIMITED ENTITLEMENT OFFER SHORTFALL

PLACEMENT– AUGUST 2016

Taylor Collison Limited: ABN 53 008 172 450, AFSL 247083 Participant of the Australian Securities Exchange, CHI-X Australia Pty Limited.

Adelaide: GPO Box 2046 Adelaide SA 5001. Level 16, 211 Victoria Square Adelaide SA 5000 Telephone: (08) 8217 3900 Fax (08) 8231 3506

Sydney: GPO Box 4261 Sydney NSW 2001. Level 10, 167 Macquarie Street Sydney NSW 2000 Telephone: (02) 9377 1500 Fax: (02) 9232 1677

[Date]

CONTACTS

Sales Campbell Taylor

+61 2 9210 1326

Equity capital markets Richard Amland

+61 2 9377 1555

Settlement Lina Centofanti

+61 8 8217 3933

DISCLOSURE

Taylor Collison Limited (“Taylor Collison”) is the holder of AFS Licence Number 247083. Taylor Collison and/or its associated entities, directors and/or its employees may have a material interest in, and may earn brokerage from, any securities referred to in this document, or may provide services to the company referred to in this document. This document is not available for distribution outside Australia and may not be passed on to any third party or person without the prior written consent of Taylor Collison.

The Directors of the Lead Manager advise that they and persons associated with them may have an interest in BRI and that they may earn brokerage, commissions, fees and other benefits and advantages, whether pecuniary or not and whether direct or indirect, in connection with the making of a recommendation or a dealing by a client in these securities, and which may reasonably be expected to be capable of having an influence in the making of any recommendation.

Taylor Collison Limited will be paid a 1.5% management fee and a 1.5% underwriting fee in relation to services performed as Lead Manager.

DISCLAIMER

The Lead Manager, its respective servants or agents make no recommendation as to whether you should participate in the Initial Public Offer by BRI nor do they make any recommendation or warranty to you concerning the shares or the accuracy, reliability or completeness of the information provided or the performance of the Company.

This document is intended to provide background information only and does not purport to make any recommendation upon which you may reasonably rely without taking further and more specific advice. You should make your own decision whether to participate based on your own enquires. Potential investors must make their own independent assessment and investigation of the opportunity and should not rely on any statement or the adequacy or accuracy of the information provided by the Joint Lead Manager. The information provided does not purport to cover all relevant information about any potential investment in BRI.

Potential investors are advised to seek appropriate independent advice, if necessary, to determine the suitability of this investment.

FURTHER INFORMATION

For further information refer to the Company’s website

(www.bigrivergroup.com.au)