8COMMON LIMITED — Capital/Financing Update 2021

Aug 2, 2021

Proposed issue of securities

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Announcement Summary

Entity name

8COMMON LIMITED

Announcement Type

New announcement

Date of this announcement

3/8/2021

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Unlisted options exercisable at $0.30 expiring 31 August	2,000,000
confirmed	2024
8CO	ORDINARY FULLY PAID	21,000,000

Proposed +issue date

11/8/2021

Refer to next page for full details of the announcement

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Proposed issue of securities

Part 1 - Entity and announcement details

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1.1 Name of +Entity

8COMMON LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ACN

Registration Number 168232577

1.3 ASX issuer code

8CO

1.4 The announcement is

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New announcement

1.5 Date of this announcement

3/8/2021

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 19/11/2021 Estimated

Comments

2,000,000 unlisted options exercisable at 30 cents expiring 31 August 2024 to be issued to the lead broker of the Placement, subject to Shareholder Approval

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

8CO : ORDINARY FULLY PAID

Number of +securities proposed to be issued

21,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?

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Yes

In what currency is the cash

What is the issue price per

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consideration being paid? +security? AUD - Australian Dollar AUD 0.18000

	Will these +securities rank equally in all respects from their issue date with	Will these +securities rank equally in all respects from their issue date with
	the existing issued +securities in that class?
	Yes
	Is the proposed security a 'New	Will the proposed issue of this
	class' (+securities in a class that is	+security include an offer of
	not yet quoted or recorded by ASX)	attaching +securities?
	or an 'Existing class' (additional	No
	securities in a class that is already
	quoted or recorded by ASX)?
	New class
	Details of +securities proposed to be issued
	ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
	Have you received confirmation from	Will the entity be seeking quotation
	ASX that the terms of the proposed	of the 'new' class of +securities on
	+securities are appropriate and	ASX?
	equitable under listing rule 6.1?	Yes
	No
	ASX +security code New class-code to be confirmed	+Security description Unlisted options exercisable at $0.30 expiring 31 August 2024
	+Security type
	Options
	Number of +securities proposed to be	issued
	2,000,000
	Offer price details
	Are the +securities proposed to be issued being issued for a cash consideration?
	No
	Please describe the consideration being provided for the +securities Part consideration of lead managers fees
	Please provide an estimate of the AUD equivalent of the consideration being
	provided for the +securities

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Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details
+Security currency Exercise price	Expiry date
AUD - Australian Dollar AUD 0.3000	31/8/2024
Details of the type of +security that will be issued if the option is exercised
8CO : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
One fully paid ordinary share (ASX: 8CO)
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement.

Part 7C - Timetable 7C.1 Proposed +issue date 11/8/2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

21,000,000 fully paid ordinary shares

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?

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No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Veritas Securities Limited (Veritas)

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

The Company will pay Veritas a management fee equal to 2.0% of the capital raised under the Placement (exclusive of GST) and a placement fee equal to 3.0% of the capital raised under the Placement (exclusive of GST). Subject to shareholder approval, Veritas (or its nominee) will also be issued with 2,000,000 unlisted options exercisable at $0.30 and expiring 31 August 2024, as set out in this Appendix 3B.

7E.2 Is the proposed issue to be underwritten?

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No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

N/A

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

To raise funds for:

capex & working capital to support product customer success and infrastructure enhancements to onboard contract wins cash collateral obligations re: CardHero integrated payment and expense management solution working capital

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

N/A

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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