BETMAKERS TECHNOLOGY GROUP LTD — Capital/Financing Update 2018

Feb 25, 2018

TopBetta Holdings Limited ABN: 21 164 521 395 Phone: 1300 886 503 Fax: +612 4962 2553

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22 Lambton Road Broadmeadow NSW 2292

26 February 2018

TOPBETTA COMPLETES $1M PLACEMENT

Further to the ASX announcement dated 19[th] February 2018, the Board of TopBetta Holdings Limited (ASX:TBH) (“ TopBetta ” or the “ Company ”) is pleased to announce that the Company has completed the issue and allotment of 3,508,771 fully paid ordinary shares (“ Placement Shares ”) to raise AUD$1M at 28.5 cents per Placement Share from sophisticated and institutional investors (“ Placement ”).

The Placement Shares have been issued without disclosure under the Company’s placement capacity under ASX Listing Rule 7.1.

Further to the ASX announcement dated 9[th] October 2017, the Company wishes to advise that Modern Wagering Systems Pty Ltd (“ MWS ”) has satisfied it’s training and support obligations in respect of the software code base of the Global Tote. Accordingly, the Company has released the voluntary escrow restrictions applicable to 1.25M of MWS’ shares with effect on and from today.

MWS continues to be an avid supporter of the Company and remains a shareholder of TBH.

An Appendix 3B and cleansing statement are attached.

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

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

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

The Company hereby notifies ASX that:

1. today, being 26 February 2018, the Company issued 3,508,771 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);

4. 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;

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

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.

~~2~~

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 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)	Fully paid ordinary shares (Shares)
	3,508,771 Shares
	Fully paid ordinary shares

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 1

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) 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	Yes, each Share ranks equally with the existing ordinary shares issued in the capital of the Company.
	$1,000,000 (being $0.285 per Share)
	The Shares have been issued to generate funds to be used primarily for working capital and to strengthen the Company’s future cash flow obligations.
	Yes
	22 November 2017
	3,508,771
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

6e Number of[+] securities issued N/A with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued N/A under an exception in rule 7.2 6g If[+] securities issued under rule N/A 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 N/A 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 7.1: 21,195,802 issue capacity under rule 7.1 and rule 7.1A – complete 7.1A: 16,469,715 Annexure 1 and release to ASX Market Announcements 7 +Issue dates 26 February 2018 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. Number +Class 8 Number and +class of all 168,205,929 Fully paid ordinary +securities quoted on ASX shares ( including the +securities in section 2 if applicable) 1,250,000 shares are subject to voluntary escrow restrictions Number +Class 9 Number and +class of all +securities not quoted on ASX 9,750,000 Unlisted Options ( including the +securities in (exercisable at $0.20; section 2 if applicable) expiring 12/11/18) 16,667,000 Unlisted Options (exercisable at $0.25;

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 3

Appendix 3B New issue announcement

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	2,000,000 1,000,000 3,000,000 4,500,000 2,000,000 2,954,681	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 16/3/18) Unlisted Options (exercisable at $0.20; expiring 14/6/20; subject to vesting conditions) Unlisted Options (exercisable at $0.30; expiring 31/10/20; subject to vesting conditions)
	N/A

Part 2 - Pro rata issue

art 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	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

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.

04/03/2013

Appendix 3B Page 5

Appendix 3B New issue announcement

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

• See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

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
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)

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 7

Appendix 3B New issue announcement

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

Number +Class

• 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: 26 / 02 / 2018 (Company Secretary) Print name: Charly Duffy == == == == ==

• See chapter 19 for defined terms.

09/05/2013

Appendix 3B Page 9

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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----- Start of picture text -----

Insert number of fully paid [+] ordinary 125,819,227
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following: 3,500,000 Ordinary Shares issued on 24
May 2017 approved at the meeting held on
• Number of fully paid [+] ordinary
14 March 2017
securities issued in that 12 month
period under an exception in rule 7.2 3,838,500 Ordinary Shares issued under
the Share Purchase Plan (SPP) on 23
• Number of fully paid [+] ordinary
June 2017
securities issued in that 12 month
period with shareholder approval 9,375,000 Ordinary Shares issued on 17
May 2017 approved at the meeting held on
• Number of partly paid [+] ordinary 22 November 2017
securities that became fully paid in that
12 month period 468,750 Ordinary Shares issued on 17
May 2017 approved at the meeting held on
Note:
22 November 2017
• Include only ordinary securities here –
other classes of equity securities 8,129,909 Ordinary Shares issued on 29
cannot be added August 2017 approved at the meeting held
• Include here (if applicable) the on 22 November 2017
securities the subject of the Appendix
13,315,772 Ordinary Shares issued on 29
3B to which this form is annexed
August 2017 approved at the meeting held
• It may be useful to set out issues of
on 22 November 2017
securities on different dates as
separate line items 250,000 Ordinary Shares issued on 28
December 2017 upon the exercise of that
number of unlisted options
Subtract the number of fully paid 0
+ordinary securities cancelled during that
12 month period
“A” 164,697,158
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• See chapter 19 for defined terms.

Appendix 3B Page 10

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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	24,704,573
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	3,508,771 Ordinary Shares issued on 26 February 2018
“C”	3,508,771
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	24,704,573
Subtract“C” Note: number must be same as shown in Step 3	3,508,771
Total[“A” x 0.15] – “C”	21,195,802

• See chapter 19 for defined terms.

09/05/2013

Appendix 3B Page 11

Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

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Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A” 164,697,158
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 16,469,715
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
“E” 0
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• See chapter 19 for defined terms.

Appendix 3B Page 12

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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

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	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	16,469,715
Subtract“E” Note: number must be same as shown in Step 3	0
Total[“A” x 0.10] – “E”	16,469,715 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

09/05/2013

Appendix 3B Page 13