BETMAKERS TECHNOLOGY GROUP LTD — Capital/Financing Update 2018

Sep 9, 2018

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The BetMakers Holdings Limited ABN: 21 164 521 395 Phone: 1300 886 503 Fax: (02) 4962 2553 22 Lambton Road Broadmeadow NSW 2292

10 September 2018

Second tranche of shortfall placement completed

The Board of The BetMakers Holdings Limited (ASX:TBH) (“ Company ”) is pleased to announce that the second tranche of the shortfall placement from the Company’s recent entitlement offer (“ Shortfall Placement ”) has been completed.

The Company has today allotted 7,762,500 fully paid ordinary shares to raise $621K (before costs), being the second tranche of the Shortfall Placement.

The second tranche of shares issued under the Shortfall Placement were issued to sophisticated and institutional investors in conjunction with the cleansing prospectus issued on 7 September 2018 pursuant to section 708A(11) of the Corporations Act.

An Appendix 3B is attached.

For further information, please contact:

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

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

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

The Betmakers 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 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. Fully paid ordinary shares (Shares) 2. Shares that may be issued
	1. 7,762,500 Shares issued under the shortfall facility of the pro-rata non- renounceable entitlement offer (Placement) 2. 1,250 Shares that may be issued
	1. Issue of fully paid ordinary shares under the Placement 2. Proposed issue of fully paid ordinary shares

• See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

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 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Yes, the Shares will rank equally in all respects with the existing fully paid ordinary shares on issue.
	1. $0.08 per Share 2. Shares offered at $0.08 per Share pursuant to a prospectus dated 7 September 2018
	1. The funds raised from the Placement will be used to contribute towards the following: • The Company is looking to increase its product suite for the wholesale Data & Analytics division of the business and will use funds to continue development and monetisation of these products. • The Company has entered into binding agreements with both Dynamic Odds and Global Betting Services and will use funds raised to complete these transactions and to make the initial payments to acquire control of the entities (should the conditions precedent to each transaction be satisfied or waived). 2. Offer of Shares pursuant to a prospectus dated 7 September 2018, prepared primarily for the purposes of s708A(11) of the Corporations Act to remove secondary trading restrictions on the Shares issued pursuant to the Placement.

• See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

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. 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	Yes
	22 November 2017
	1,250
	N/A
	N/A
	7,762,500
	N/A
	N/A
	7.1: 33,614,558 7.1A: 22,410,539

• See chapter 19 for defined terms.

Appendix 3B Page 3

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Appendix 3B New issue announcement

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) 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)	10 September 2018	10 September 2018
	Number	+Class
	224,106,640*	Fully paid ordinary shares *including 1,250 Shares offered pursuant to a prospectus dated 7 September 2018
	Number	+Class
	9,750,000 16,667,000 2,000,000 1,000,000 3,000,000 2,954,681	Unlisted Options (exercisable at $0.20; expiring 12/11/18) Unlisted Options (exercisable at $0.25; expiring 12/11/20; 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) Unlisted Options (exercisable at $0.30; expiring 31/10/20; subject to vesting conditions)
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 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	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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Appendix 3B New issue announcement

24 Amount of any handling fee N/A payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on N/A security holders’ approval, the date of the meeting 26 Date entitlement and acceptance N/A form and offer documents will be sent to persons entitled 27 If the entity has issued options, N/A 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 N/A applicable) 29 Date rights trading will end (if N/A applicable) 30 How do security holders sell their N/A entitlements in full through a broker? 31 How do security holders sell part N/A of their entitlements through a broker and accept for the balance? 32 How do security holders dispose N/A of their entitlements (except by sale through a broker)? 33 +Issue date 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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

(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

• 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 N/A 39 +Class of +securities for which N/A quotation is sought

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

40 Do the[+] securities rank equally in N/A 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 N/A 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 42 Number and +class of all N/A N/A +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 8

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Appendix 3B New issue announcement

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: 10 September 2018 (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

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Insert number of fully paid [+] ordinary 164,447,158
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following: 250,000 Ordinary Shares issued on 28
• Number of fully paid [+] ordinary December 2017 upon the exercise of that
number of unlisted options
securities issued in that 12 month
period under an exception in rule 7.2 3,508,771 Ordinary Shares issued on 26
• Number of fully paid [+] ordinary February 2018 approved at the meeting
held on 18 June 2018
securities issued in that 12 month
period with shareholder approval 12,961,897 Ordinary Shares issued on 31
• Number of partly paid [+] ordinary July 2018 under the institutional
component of the pro-rata non-
securities that became fully paid in that
renounceable entitlement offer
12 month period
5,437,564 Ordinary Shares issued on 21
Note:
• – August 2018 under the retail component of
Include only ordinary securities here
the pro-rata non-renounceable entitlement
other classes of equity securities
offer
cannot be added
•
Include here (if applicable) the 29,737,500 Ordinary Shares issued on 3
securities the subject of the Appendix September 2018 under the first tranche of
3B to which this form is annexed the shortfall facility of the pro-rata non-
• It may be useful to set out issues of renounceable entitlement offer
securities on different dates as
7,762,500 Ordinary Shares issued on 10
separate line items
September 2018 under the second tranche
of the shortfall facility of the pro-rata non-
renounceable entitlement offer
Subtract the number of fully paid 0
+ordinary securities cancelled during that
12 month period
“A” 224,105,390
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• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

• “B” 0.15 [Note: this value cannot be changed]

• Multiply “A” by 0.15 33,615,808 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used Insert number of[+] equity securities issued 1,250 Ordinary Shares offered pursuant to or agreed to be issued in that 12 month a prospectus dated 7 September 2018. 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

• “C” 1,250

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

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“A” x 0.15 33,615,808
Note: number must be same as shown in
Step 2
Subtract “C” 1,250
Note: number must be same as shown in
Step 3
Total [“A” x 0.15 ] – “C” 33,614,558
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• See chapter 19 for defined terms.

Appendix 3B Page 11

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Appendix 3B New issue announcement

Part 2

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Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A” 224,105,390
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10 22,410,539
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of [+] equity securities issued 0
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
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• 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

• “E” 0

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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	22,410,539
Subtract “E” Note: number must be same as shown in Step 3	0
Total [“A” x 0.10] – “E”	22,410,539 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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