BETMAKERS TECHNOLOGY GROUP LTD — Capital/Financing Update 2016

Nov 29, 2016

TopBetta Holdings Limited ABN: 21 164 521 395 Phone: 1300 886 503 Fax: +61 4962 2553

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22 Lambton Road Broadmeadow NSW 2292

30 November 2016

SUCCESSFUL PLACEMENT AND ISSUE OF SHARES

Further to the announcement on 23 November 2016, the Board of TopBetta Holdings Limited (ASX:TBH) (“TopBetta” or “the Company”) is pleased to announce that it has completed the issue and allotment of 15,000,000 fully paid ordinary shares ( Placement ) to raise $3 million (before costs) at 20 cents per share from sophisticated and institutional investors.

The Company also confirms that it has issued the following options to Canaccord Genuity (Australia) Limited ( Canaccord ):

• 1 million options on the terms and conditions set out in the announcement on 23 November 2016 in consideration for the services provided by Canaccord to TopBetta in connection with the Placement; and

• 3 million options on the terms and conditions set out in the announcement on 18 August 2016 in consideration for the services provided by Canaccord to TopBetta in the connection with the capital raising announced on 18 August 2016,

• (together, the Options )

Both the shares issued under the Placement and the Options were issued without a disclosure document in accordance with section 708 of the Corporations Act 2001 (Cth).

The shares issued under the Placement were issued as follows:

• 3,918,078 shares were issued under the Company’s 15% placement capacity under ASX Listing Rule 7.1; and

• 11,081,922 shares were issued under the Company’s additional 10% placement capacity under ASX Listing Rule 7.1A.

The Company is extremely pleased with this successful Placement, together with the approval of The Global Tote product by additional racing bodies, as announced on 28 November 2016.

The Board looks forward to updating the market on further progress in the coming weeks.

An Appendix 3B is attached in respect of the Placement.

topbetta.com.au • help@topbetta.com • Postal Address: PO Box 33 Broadmeadow NSW 2292

Information disclosed under ASX Listing Rule 3.10.5A

The following information is provided in accordance with ASX Listing Rules 7.1A.4(b) and 3.10.5A.

1. Details of the dilution to existing holders of ordinary securities caused by the issue:

The Company issued 11,081,922 ordinary shares under Listing Rule 7.1A resulting in the following dilution to existing holders of ordinary securities:

• Number of fully paid ordinary shares on issue prior to the issue of securities: 110,819,227

• Add: Number of shares issued as part of the Placement under LR7.1: 3,918,078

• Total number of fully paid ordinary shares on issue prior to LR7.1A securities issue: 114,737,305

• Number of shares issued as part of the Placement under LR7.1A: 11,081,922

• Percentage of voting dilution to existing holders of ordinary securities: 8.81%

2. Where the equity securities are issued for cash consideration, a statement of the reasons why the eligible entity issued the equity securities as a placement under rule 7.1A and not as (or in addition to) a pro rata issue or other type of issue in which existing ordinary security holders would have been eligible to participate:

Given current commercial opportunities and timing considerations, the Company considered the issue of shares to sophisticated and institutional investors to be the most expedient and cost effective method for raising the funds required to strengthen TopBetta’s balance sheet and to fast track the launch of The Global Tote.

3. Details of any underwriting arrangements including any fees payable to the underwriter:

No underwriting arrangements were entered into in respect of the shares issued under the Placement.

4. Any fees or costs incurred in connection with the issue:

1 million options were issued to Canaccord (on the terms and conditions set out in the announcement on 23 November 2016) in consideration for its services as sole lead manager and bookrunner for the Placement. No other fees have been incurred in connection with the issue.

Separately, below is a cleansing statement required to remove secondary trading restrictions.

2

Notice given under Section 708A(5) of the Corporations Act

The Company hereby notifies ASX that:

1. today, being 30 November 2016, the Company completed the issue and allotment of 15,000,000 fully paid ordinary shares;

2. the Company issued the securities without disclosure to investors under Part 6D.2 of the Act; 3. the Company provides this notice under section 708A(5)(e) of the Corporations Act 2001 (Cth);

3. as at the date of this notice the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company;

4. as at the date of this notice, the Company has complied with section 674 of the Act;

5. for the purposes of section 708A(7) and (8) of the Corporations Act, the Company wishes to disclose that The Global Tote Limited, the Company's wholly owned subsidiary, is in advanced negotiations with a major corporate bookmaker in respect of The Global Tote product. Negotiations are not complete and terms have not yet been agreed. A detailed announcement will be made if and when final terms are agreed and otherwise in compliance with the Company’s continuous disclosure obligations.

6. other than as set out above, as at the date of this notice, there is no information:

7. a. that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules;

8. b. that investors and their professional advisors would reasonably require for the purpose of making an informed assessment of:

   • i. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

   • ii. the rights and liabilities attaching to the fully paid ordinary shares.

For further information, please contact:

Charly Duffy Jane Morgan Company Secretary Investor & Media Relations companysecretary@topbetta.com investors@topbetta.com + 61 (0) 409 083 780 + 61 (0) 405 555 618

3

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

TopBetta Holdings Limited

ABN

21 164 521 395

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	1) Ordinary Shares 2) Unlisted Options
	1) 15,000,000 Ordinary Shares 2) 4,000,000 Unlisted Options

• See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid+securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

1) The Ordinary Shares will be issued at $0.20 per share. 2) 1,000,000 of the Unlisted Options (November Placement Options) will be exercisable at $0.30 within 3 years from the date of issue, which will vest on the earlier of: a) 30 November 2017; or b) the Company’s volume weighted share price trading above $0.50 for a period of at least one month. 3) 3,000,00 of the Unlisted Options (August Placement Options) will be exercisable at $0.25 within 3 years from the date of issue, vesting as follows: a) 1,500,000 of Unlisted Options will vest on 23 August 2017; and b) 1,500,000 Unlisted Options will vest upon the earlier of: i) 23 August 2017; or ii) the Company’s volume weighted share price trading above $0.50 for a period of at least one month.

4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted+securities? If the additional+securities do not rank equally, please state: •the date from which they do •the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment •the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration	1) Yes. The Ordinary Shares will rank equally with all other Ordinary Shares in the Company. 2) No, the August Placement Options and the November Placement Options will each form a new class of securities. The shares issued on exercise of the Unlisted Options will rank equally in all respects with existing Ordinary Shares issued.
	1) $0.20 per Ordinary Share 2) Nil

• See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h_in relation to the+securities_ the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the+issue date and both values. Include the source of the VWAP calculation.	1) The Ordinary Shares have been issued to raise $3 million to strengthen the Company’s working capital reserves and fast track launch of The Global Tote. 2) The Unlisted Options have been issued in consideration of brokerage services provided to the Company in respect of the Placements completed on 23 August 2016 and 30 November 2016.
	Yes
	22 November 2016
	1,000,000 Unlisted Options 3,918,078 Ordinary Shares
	11,081,922 Ordinary Shares
	3,000,000 Unlisted Options approved under ASX Listing Rule 7.4 on 22 November 2016
	N/A
	Yes, the Shares were issued at $0.20 per share on 30 November 2016. 75% of the 15 day VWAP calculated under Listing Rule 7.1A.3 was $0.14385. VWAP source – Yahoo Finance

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	N/A
	7.1: 11,704,806 7.1A: 0
	30 November 2016.
	Number	+Class
	112,254,776	Fully paid ordinary shares

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	13,564,451 10,000,000 16,667,000 2,000,000 1,000,000 3,000,000	Fully paid ordinary shares (subject to various escrow periods) Unlisted Options (exercisable at $0.20; expiring 12/11/18; escrowed to 12/11/17) Unlisted Options (exercisable at $0.25; expiring 12/11/20; escrowed to 12/11/17; subject to various performance hurdles) Unlisted Options (exercisable at $0.25; expiring 21/3/19; subject to various performance hurdles) Unlisted Options (exercisable at $0.30; expiring 30/11/19; subject to vesting conditions) Unlisted Options (exercisable at $0.25; expiring 30/11/19; subject to vesting conditions)
	N/A

Part 2 - Pro rata issue

• 11 Is security holder approval N/A required?

• 12 Is the issue renounceable or N/A non-renounceable?

• 13 Ratio in which the[+] securities will N/A be offered

• See chapter 19 for defined terms.

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14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b) All other[+] securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• See chapter 19 for defined terms.

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35[If the ][+][securities are ][+][equity securities, the names of the 20 largest holders of ] the additional[+] securities, and the number and percentage of additional +securities held by those holders

36[If the ] +securities setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37[A copy of any trust deed for the additional ][+][securities ]

Entities that have ticked box 34(b)

38 Number of[+] securities for which +quotation is sought 39 +Class of +securities for which quotation is sought

• 40 Do the[+] securities rank equally in all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security)

Number +Class

• See chapter 19 for defined terms.

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42 Number and +class of all +securities quoted on ASX ( including the +securities in clause 38)

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

  • Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................ Date: 30 / 11 / 2016 (Company Secretary) Print name: Charly Duffy

• See chapter 19 for defined terms.

Appendix 3B Page 9

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Appendix 3B New issue announcement

== == == == ==

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue	96,364,546
Addthe following: • Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid+ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid+ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	14,454,681 Ordinary Shares issued on 23 August 2016 approved at the meeting held on 22 November 2016.
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	0
“A”	110,819,227

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	16,622,884
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	1,000,000 Unlisted Options issued on 30 November 2016 3,918,078 Ordinary Shares issued on 30 November 2016
“C”	4,918,078
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	16,622,884
Subtract“C” Note: number must be same as shown in Step 3	4,918,078
Total[“A” x 0.15] – “C”	11,704,806

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2

Part 2	Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	110,819,227
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	11,081,922
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	11,081,922 Ordinary Shares
“E”	11,081,922

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	11,081,922
Subtract“E” Note: number must be same as shown in Step 3	11,081,922
Total[“A” x 0.10] – “E”	0 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 13

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