VINYL TO ACQUIRE TIME OUT AUSTRALIA AND COMPLETES $2.4M INTEGRATION CAPITAL PLACEMENT WITH STRATEGIC INVESTORS

VINYL TO ACQUIRE TIME OUT AUSTRALIA AND COMPLETES $2.4M INTEGRATION CAPITAL PLACEMENT WITH STRATEGIC INVESTOR

Melbourne, Australia, June 10, 2026: Vinyl Group Ltd (ASX: VNL) (Vinyl Group or the Company), an adaptive media and music technology company, is pleased to advise that it has signed an agreement to acquire Time Out Australia for nominal consideration, via the purchase of the entire issued share capital of Print & Digital Publishing Pty Ltd from Time Out Group plc (“Time Out England”).

Vinyl will take over the operations of Time Out Australia and in parallel enter into a long-term Franchise Agreement with Time Out England, under which Time Out England will receive an ongoing revenue royalty rate, and annual minimum guarantees in respect of the Australian market.  The Franchise Agreement has an initial five-year term with automatic renewals thereafter, unless terminated. Completion of this Transaction will occur on 24 June, subject only to a requisite 14-day cooling off period.

Time Out is one of the world’s most recognisable urban culture brands across food, travel, entertainment and city discovery.  Time Out has premium cultural assets across digital platforms, social media and events across Australian cities, which are highly complementary to Vinyl’s Concrete Playground business.

Time Out England is now pursuing a franchise model for selected local markets, by partnering with established media operators that have local audience insight, commercial relationships and operating scale, in return for an ongoing royalty fee.

Integration capital placement

In conjunction with this acquisition, and the acqusition of Pedestrian Group from Nine Digital Pty Ltd, as announced 9 June 2026, Vinyl has completed a $2.4 million placement to sophisticated and strategic investors to provide additional integration capital and support the Company’s continued consolidation of premium cultural media assets. The Placement was led by a cornerstone and Top 10 shareholder, with additional institutional support, reflecting confidence in Vinyl’s strategy, execution and the long-term opportunity to build a scaled adaptive media and music technology business.

The Placement was priced at $0.054 per share, representing a 10% discount to the last closing price of Vinyl shares on 5 June 2026. A total of 44,444,445 fully paid ordinary shares will be issued under the Placement, utilising the Company’s available placement capacity under ASX Listing Rule 7.1. The new shares will rank equally in all respects with the Company’s existing fully paid ordinary shares.

Funds raised through the Placement will be applied towards integration costs, working capital and near-term operational initiatives associated with the Time Out Australia acquisition and broader Vinyl portfolio, including technology, systems, commercial integration and audience growth initiatives. Settlement of the Placement is expected to occur on 11 June 2026, with the newly issued shares expected to commence trading on 12 June 2026. Red Leaf Securities acted as Lead Manager to the Placement and will be paid a fee of 6% on direct funds raised.

Strategic rationale

Vinyl is building a technology-led platform that brings digital expertise, process innovation and operational scalability to legacy media assets.

Vinyl’s business model has self-reinforcing momentum to accelerate scale.  Vinyl combines premium cultural assets into an integrated and immersive ecosystem and then expands audience reach through its premium content and technology-enabled best practice.

Established cultural digital assets are valuable because they combine audience scale, brand trust and cultural relevance that are difficult, costly and time-consuming to build organically.

The scale of Vinyl’s ecosystem offers a compelling option for advertisers and the value of the ecosystem compounds over time through expanded audience reach.  This enables Vinyl to become the acquirer of choice for international cultural assets and sub-scale operators.

The long-term Franchise Agreement further strengthens Vinyl Media’s position as a scaled, premium culture and lifestyle publishing network, expanding its footprint into core culture verticals including food, travel, arts and experiences.

The addition of Time Out’s digital assets will increase Vinyl Media’s combined internet audience reach from 53% with Pedestrian to approximately 55% of Australians, based on Ipsos iris de-duplicated data¹, further strengthening the Company’s position at national scale alongside Australia’s largest media organisations.

Time Out Australia complements Vinyl Media’s existing portfolio, including Concrete Playground, BuzzFeed, Rolling Stone AU/NZ and Mediaweek, and enhances the Company’s ability to connect audiences with real-world experiences.

The licence includes operation of Time Out branded websites across Australian cities, social media platforms and events and experiential activations.

Time Out Australia has historically been profitable and this Transaction is expected to be earnings accretive in FY27, with a positive contribution to Vinyl Group EBITDA forecast on a pro forma basis.

Commentary

Vinyl Group CEO & Executive Director, Josh Simons, said: “This is a highly strategic acquisition that brings one of the world’s most iconic culture brands into the Vinyl Media portfolio. Time Out strengthens our position at the intersection of content and real-world experiences, and expands our reach into high-value audiences across Australia. It is another important step in building a scaled, premium publishing platform.”

Rob Biagioni, CEO of Time Out Media, said: "Australia is an important territory for Time Out, and we're proud of the business and audience we have built over many years. Vinyl has a strong track record of growing premium media brands and connecting audiences with real-world experiences, making them the ideal partner for Time Out in Australia. We are excited to work together to continue growing the Time Out brand and helping Australians discover the very best of their cities."

Investor briefing

Vinyl will be hosting an investor webinar at 10.30am on Thursday 11 June.  Please register on the following link https://investors.vinyl.group/webinars/P2zEzP-investor-webinar

Authorisation and Additional Information:
This announcement was authorised by the Board of Vinyl Group Ltd

Vinyl Group Investor Relations:
E: [email protected]