Happy Valley Nutrition Quarterly Activities Report and Appendix 4C

28 April 2023: Happy Valley Nutrition Limited (ASX: HVM; ‘Happy Valley’ or ‘the Company’) is pleased to
provide this quarterly Activities Report and Appendix 4C for the quarter ending 31 March 2023.

The Company plans to supply high-quality, specialty nutritional protein powders to customers in the medical, and
food & beverage sector from the planned state-of-the-art milk processing facility (‘the Facility’) being developed
in Otorohanga, New Zealand.

Quarterly Highlights

Project Update:
Milk Protein MPC85

• Happy Valley has identified an opportunity in the marketplace for a dedicated milk processing facility
manufacturing MPC85, a Milk Protein Concentrate from high quality NZ sourced milk.

• MPC85 is a high value ingredient used in elderly and medical nutrition, which is aligned with our
strategy and consumer trends. Our due diligence and selection of MPC85 has been supported by a
strong positive response from European, Asian and US dairy players.

Offtake

• We secured a conditional “Offtake – Term Sheet” in December 2022 with Arla Foods amba, a leading
Danish Dairy Cooperative to supply MPC85 manufactured at Happy Valley’s facility for 4 years. MPC85
volumes committed in the range of 25-50% of Happy Valley’s MPC85 annual production volume.

• Happy Valley is seeking other offtake partners for the balance of our production volumes and expect to
conclude additional conditional “Offtake – Term Sheets” by 30 September 2023. No binding agreement
has been entered into at this stage and there is no certainty that negotiations will result in such.

Construction

• Happy Valley continues working with leading NZ and International firms for the design and construction
of our Facility with input from our offtake partners.

• Happy Valley is working to conclude a fixed price contract for the construction of our Facility by 30
September 2023.

Maintaining regulatory developments

• Happy Valley continues to be fully compliant with all regulatory requirements and existing recourse
consents remain valid. As discussed in January 2023, all relevant land acquisitions have been
completed and the project site remains construction ready. Requisite Overseas Investment Office
approvals (pertaining to foreign investment in New Zealand) remain in place. The Company
continues to be actively involved with community stakeholders and local farming groups, and
construction plans for the Facility have been designed to achieve Net Zero Water and Net Zero
Carbon.

Funding

• Happy Valley is seeking potential debt and equity investors to finalise the funding of Stage 1 of the
Facility. No binding agreement has been entered into at this stage and there is no certainty that
negotiations will result in such.

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• Happy Valley is also pleased to confirm that its secured debt facility with Merricks Capital Pty Ltd has
been amended and restated until 30th June 2023. This amended and restated facility aligns with the
Company’s funding strategy timeline.

Financial:

• Expenditure for the March quarter 2023 from operating and investing activities was NZD$0.5 million,
with cash on hand as at 31 March 2023 of NZD$0.25 million.

• As announced on 3rd April 2023 the Company:

a. raised A$637,000 (excluding costs) from the issue of 15,925,000 fully paid ordinary shares at
A$0.04 per Share to new and existing investors (‘Placement’).

b. 2,500,000 of the shares under the Placement, amounting to $100,000, is proposed to be issued to
Non- Executive Director, Randolph van der Burgh’s nominee entity, Casburgh Financial Services
Limited, and therefore such share issue remains subject to shareholder approval at an
Extraordinary General Meeting for the purpose of ASX Listing Rule 10.11 to be held on 16th May
2023.

• The funds raised from the Placement are being deployed towards the use of working capital as the
Company seeks to complete its funding requirements to enable construction of the Facility to commence
later this year (subject to funding being in place).

Payments to related parties:

• The Company made payments to related parties of NZD 0.14 million during the quarter. These include
settlement of directors’ fees and non-director services, payment to VCFO Group for tax services and
rent.

Happy Valley Nutrition Limited Chairperson, Kevin Bush, said: “The Company is continuing to work to fulfil
its vision to develop a world-leading milk processing facility for nutritional grade dairy products, focusing on high
value Protein ingredients in Stage 1. We have been de-risking the project at each stage, while factoring in
contingencies from a timeline standpoint to allow for any potential project setbacks. The Merricks extension and
capital raise will provide us with additional time and cash buffer to continue working towards delivering on the
Company’s funding strategy.”

On behalf of the Board:

Kevin Bush
For all shareholder enquiries please contact:
IR@hvn.co.nz

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 Appendix 4C

Quarterly cash flow report for entities

subject to listing rule 4.7B

Name of entity

Happy Valley Nutrition Limited

ABN Quarter ended (“current quarter”)

ACN 636 597 101 31 March 2023

Consolidated statement of cash flows Current quarter Year to date

$NZ’000 (9 months)
$NZ’000

1. Cash flows from operating activities

1.1 Receipts from customers 59 191

1.2 Payments for
(a) research and development
(b) product manufacturing and operating
(401) (1,130)
costs
(c) advertising and marketing
(d) leased assets
(e) staff costs (128) (414)
(f) administration and corporate costs
1.3 Dividends received (see note 3)
1.4 Interest received 2 3
1.5 Interest and other costs of finance paid
1.6 Income taxes paid (0) (12)
1.7 Government grants and tax incentives
1.8 Other (provide details if material) (0) 1
1.9 Net cash from / (used in) operating
(468) (1,361)
activities

2. Cash flows from investing activities

2.1 Payments to acquire or for:
(a) entities
(b) businesses
(c) property, plant, and equipment (0) (67)

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Consolidated statement of cash flows Current quarter Year to date
$NZ’000 (9 months)
$NZ’000

(d) investments
(e) intellectual property
(f) other non-current assets
2.2 Proceeds from disposal of:
(g) entities
(h) businesses
(i) property, plant, and equipment
(j) investments
(k) intellectual property
(l) other non-current assets
2.3 Cash flows from loans to other entities
2.4 Dividends received (see note 3)
2.5 Other (provide details if material)
2.6 Net cash from / (used in) investing
(0) (67)
activities

3. Cash flows from financing activities

3.1 Proceeds from issues of equity securities
(excluding convertible debt securities)
3.2 Proceeds from issue of convertible debt
securities
3.3 Proceeds from exercise of options
3.4 Transaction costs related to issues of
equity securities or convertible debt
securities
3.5 Proceeds from borrowings
3.6 Repayment of borrowings (250) (250)
3.7 Transaction costs related to loans and
borrowings
3.8 Dividends paid
3.9 Other (provide details if material)
3.10 Net cash from / (used in) financing
(250) (250)
activities

4. Net increase / (decrease) in cash and

cash equivalents for the period

4.1 Cash and cash equivalents at beginning 960 1,954

of period

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 Consolidated statement of cash flows Current quarter Year to date
$NZ’000 (9 months)
$NZ’000

4.2 Net cash from / (used in) operating

(468) (1,361)
activities (item 1.9 above)
4.3 Net cash from / (used in) investing
(0) (67)
activities (item 2.6 above)
4.4 Net cash from / (used in) financing
(250) (250)
activities (item 3.10 above)
4.5 Effect of movement in exchange rates on
5 (29)
cash held
4.6 Cash and cash equivalents at end of
247 247
period

5. Reconciliation of cash and cash equivalents Current quarter Previous quarter

at the end of the quarter (as shown in the $NZ’000 $NZ’000
consolidated statement of cash flows) to the related
items in the accounts

5.1 Bank balances 247 960

5.2 Call deposits - -
5.3 Bank overdrafts
5.4 Other (provide details)
5.5 Cash and cash equivalents at end of quarter
247 960
(should equal item 4.6 above)

6. Payments to related parties of the entity and their associates Current quarter
$NZ'000

6.1 Aggregate amount of payments to related parties and their associates

included in item 1 140

6.2 Aggregate amount of payments to related parties and their associates

included in item 2

Note: if any amounts are shown in items 6.1 or 6.2, your quarterly activity report must include a description
of, and an explanation for, such payments.

Payments to related parties include: settlement of directors’ fees and non-director services, payment to VCFO
Group for tax services and rent.

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7. Financing facilities Total facility amount at Amount drawn at quarter
note: the term “facility’ includes all forms of quarter end end
financing arrangements available to the $NZ’000 $NZ’000
entity.
Add notes as necessary for an
understanding of the sources of finance
available to the entity.
7.1 Loan facilities 11,179 10,825
7.2 Credit standby arrangements
7.3 Others (Convertible Notes $NZ 9.8m and
11,152 11,187
Vendor Finance $NZ 0.9m)
7.4 Total financing facilities 22,331 21,197
7.5 Unused financing facilities available at quarter end 0
7.6 Include in the box below a description of each facility above, including
the lender, interest rate, maturity date and whether it is secured or
unsecured. If any additional financing facilities have been entered into
or are proposed to be entered into after quarter end, include a note
providing details of those facilities as well.
7.6 7.1 - $NZ 11,179,624 senior secured loan facility. 15.04% serviceable interest. Maturity date 30th
June 2023.
7.3 - $NZ 10,390,287 ($AU 9,704,529) Convertible Notes, or 35,000,000 Notes at $AU 0.248 per
Note. Second ranking security over non-property assets of HVM and its subsidiaries. Capitalised
interest
rate of 11%, capitalised each six months in arrears. Conversion or redemption by election of each
Note holder. At the election of Note holder, will convert into ordinary shares at the lower of $AU 0.20
or a 20% discount to the pricing for the Main Capital Raising per share.

- $NZ 761,547 Vendor Financing on purchase of Waipa Meadows farm per NZ IFRS 9 loan
revaluation. Repayment of $NZ 250,000 was made in the March 2023 quarter, reducing the face to
$NZ 1,000,000.

8. Estimated cash available for future operating activities $NZ’000

8.1 Net cash from / (used in) operating activities (item 1.9) (468)
8.2 Cash and cash equivalents at quarter end (item 4.6) 247
8.3* Unused finance facilities available at quarter end (item 7.5) 0
8.4 Total available funding (item 8.2 + item 8.3) 247

8.5** Estimated quarters of funding available (item 8.4 divided by

item 8.1) 0.5

Note: if the entity has reported positive net operating cash flows in item 1.9, answer item 8.5 as “N/A”.
Otherwise, a figure for the estimated quarters of funding available must be included in item 8.5.

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 8.6 If item 8.5 is less than 2 quarters, please provide answers to the following questions:
8.6.1 Does the entity expect that it will continue to have the current level of net operating cash
flows for the time being and, if not, why not?
Answer: No, we expect our current level of net operating cash flows to improve because:
1. additional cost savings implemented.
2. As announced on 3rd April 2023, the Company completed an equity placement for $537,000.
An additional $100,000 is subject to shareholders approval via an EGM to be held on 16th
May 2023

8.6.2 Has the entity taken any steps, or does it propose to take any steps, to raise further cash to
fund its operations and, if so, what are those steps and how likely does it believe that they will
be successful?
Answer: Yes
1. As announced on 3rd April 2023 the Company completed an equity placement for $537,000.
An additional $100,000 is subject to shareholders approval via an EGM to be held on 16th
May 2023
8.6.3 Does the entity expect to be able to continue its operations and to meet its business
objectives and, if so, on what basis?
Answer: Yes, we are able to continue our operations to meet our business objectives on the basis
that future capital raises and debt funding will be successful.
Note: where item 8.5 is less than 2 quarters, all of questions 8.6.1, 8.6.2 and 8.6.3 above must be
answered.

Compliance statement
1 This statement has been prepared in accordance with accounting standards and policies which comply
with Listing Rule 19.11A.
2 This statement gives a true and fair view of the matters disclosed.

Date: 28 April 2023

Authorised by: By the Board

NOTES
1. This quarterly cash flow report and the accompanying activity report provide a basis for informing the market about the entity’s
activities for the past quarter, how they have been financed and the effect this has had on its cash position. An entity that wishes to
disclose additional information over and above the minimum required under the Listing Rules is encouraged to do so.
2. If this quarterly cash flow report has been prepared in accordance with Australian Accounting Standards, the definitions in, and
provisions of, AASB 107: Statement of Cash Flows apply to this report. If this quarterly cash flow report has been prepared in
accordance with other accounting standards agreed by ASX pursuant to Listing Rule 19.11A, the corresponding equivalent
standard applies to this report.
3. Dividends received may be classified either as cash flows from operating activities or cash flows from investing activities,
depending on the accounting policy of the entity.
4. If this report has been authorised for release to the market by your board of directors, you can insert here: “By the board”. If it has
been authorised for release to the market by a committee of your board of directors, you can insert here: “By the [name of board
committee – eg Audit and Risk Committee]”. If it has been authorised for release to the market by a disclosure committee, you can
insert here: “By the Disclosure Committee”.
5. If this report has been authorised for release to the market by your board of directors and you wish to hold yourself out as
complying with recommendation 4.2 of the ASX Corporate Governance Council’s Corporate Governance Principles and
Recommendations, the board should have received a declaration from its CEO and CFO that, in their opinion, the financial records
of the entity have been properly maintained, that this report complies with the appropriate accounting standards and gives a true
and fair view of the cash flows of the entity, and that their opinion has been formed on the basis of a sound system of risk
management and internal control which is operating effectively.

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