BETMAKERS TECHNOLOGY GROUP LTD — Capital/Financing Update 2019

Jun 5, 2019

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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

6 June 2019

Payments made for the acquisitions of Global Betting Services, DynamicOdds and CDK Software

The Board of The BetMakers Holdings Limited (ASX:TBH) (“ Company ”) is pleased to announce that the Company has made the following payments, which completes its immediate cash obligations for the acquisitions of Global Betting Services Pty Ltd (“ GBS ”), DynamicOdds Pty Ltd (“ DO ”) and C.D.K Software Limited (“ CDK ”) :

• $1.9million in respect of the acquisition of Global Betting Services Pty Ltd (“ GBS ”); and

• $1.5million in respect of the acquisition of DynamicOdds Pty Ltd (“ DO ”) and C.D.K Software Limited (“ CDK ”).

CEO of the Company, Todd Buckingham, said: “It is a significant milestone to finalise this tranche of the Company’s post-completion payment obligations for these two important companies. While we have been working together for some time now, this completion will enable the total integration of the businesses and we can now focus on executing the growth plans for the Company.”

“The Board and I would like to thank the vendors of DO, CDK and GBS for their support during the postcompletion phase to date and we are excited to continue this journey together to help the business reach its full potential.”

As previously announced on 30 April 2019, the following payments were restructured in respect of the acquisitions of GBS and CDK:

• subject to the Company obtaining shareholder approval at the general meeting to be held on 21 June 2019, 33,333,333 fully paid ordinary shares in the Company will be issued to the vendor of CDK in lieu of $1million of the payment due by 30 June 2019 in respect of the acquisition of CDK; and

• $2million in respect of the acquisition of CDK deferred until 30 June 2024; and

• $2million in respect of the acquisition of GBS deferred until 30 June 2024.

Issue of Shares to Underwriter

Further to the announcement released on 7 May 2019, the Company advises that the Company and Spenceley Management Pty Ltd ACN 127 151 437 (“ Underwriter ”), partunderwriter of the non-renounceable pro-rata entitlement offer undertaken by the Company which completed on 3 June 2019 (“ Offer ”), have entered into a deed of variation to the underwriting agreement in respect of the Offer (“ Variation ”).

Under the Variation, the Company has agreed:

• to issue 500,000 fully paid ordinary shares in the Company (“ Shares ”) (at a deemed issue price of $0.03 per Share) in lieu of the $15,000 fee that was to be paid to the Underwriter to part-underwrite the Offer; and

• that the Underwriter must not sell the Shares until the earlier of (i) the date on which the Company issues a cleansing prospectus in accordance with section 708A(11) of the Corporations Act (“ Cleansing Prospectus ”); and (ii) 30 June 2019 (to allow the Company sufficient time to issue a Cleansing Prospectus).

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

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All other terms of the underwriting agreement between the Company and the Underwriter remain unchanged.

The Shares have been issued today without disclosure under Chapter 6D of the Corporations Act and under the Company’s 15% placement capacity under ASX Listing Rule 7.1.

An Appendix 3B is attached .

For further information on the Company, 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

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

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)	Fully paid ordinary shares (Shares)
	500,000 Shares
	Issue of 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, the Shares will rank equally in all respects with the existing fully paid ordinary shares on issue.
	Nil. The Shares are being issued in consideration for services.
	The Shares are being issued to Spenceley Management Pty Ltd in lieu of fees for the underwriting obligation it undertook in respect of the Company’s non- renounceable pro-rata entitlement offer which completed on 3 June 2019.
	Yes
	23 November 2018
	500,000
	Nil

• See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

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 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)	N/A
	Nil
	N/A
	N/A
	7.1: 14,433,990 7.1A: 9,991,005
	6 June 2019
	Number	+Class
	380,156,660	Fully paid ordinary shares
	Number 16,667,000	+Class
		Unlisted Options (exercisable at $0.2431; expiring 12/11/20; subject to various performance hurdles)

• 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)	2,954,681 4,000,000	Unlisted Options (exercisable at $0.2931; expiring 31/10/20; subject to vesting conditions) Unlisted Options (exercisable at $0.1221; expiring 30 November 2020)
	N/A

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	N/A
	N/A N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 4

30/06/2016

Appendix 3B New issue announcement

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 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)?	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

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

• (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 now

N/A

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)

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.

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 7

Appendix 3B New issue announcement

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: 6 June 2019 (Company Secretary)

Print name: Charly Duffy

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 8

30/06/2016

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

Insert number of fully paid[+] ordinary 168,205,929 securities on issue 12 months before the +issue date or date of agreement to issue Add the following: • Number of fully paid[+] ordinary 12,961,897 Ordinary Shares issued on 31 securities issued in that 12 month July 2018 under the institutional period under an exception in rule 7.2 component of the pro-rata nonrenounceable entitlement offer • Number of fully paid[+] ordinary securities issued in that 12 month 5,437,564 Ordinary Shares issued on 21 period with shareholder approval August 2018 under the retail component of the pro-rata non-renounceable entitlement • Number of partly paid[+] ordinary offer securities that became fully paid in that 12 month period 29,737,500 Ordinary Shares issued on 3 September 2018 under the first tranche of Note: the shortfall facility of the pro-rata non- • Include only ordinary securities here – renounceable entitlement offer other classes of equity securities cannot be added 7,762,500 Ordinary Shares issued on 10 • Include here (if applicable) the September 2018 under the second tranche securities the subject of the Appendix of the shortfall facility of the pro-rata non- 3B to which this form is annexed renounceable entitlement offer • It may be useful to set out issues of 99,559,935 Ordinary Shares issued on 3 securities on different dates as June 2019 under the pro-rata non- separate line items renounceable entitlement offer

Subtract the number of fully paid 0 +ordinary securities cancelled during that 12 month period “A” 323,665,325

• See chapter 19 for defined terms.

09/05/2013

Appendix 3B Page 9

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	48,549,798
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	33,615,808 Ordinary Shares issued on 7 May 2019 to a sophisticated investor. 500,000 Ordinary Shares issued on 6 June 2019
“C”	34,115,808
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	48,549,798
Subtract“C” Note: number must be same as shown in Step 3	34,115,808
Total[“A” x 0.15] – “C”	14,433,990

• See chapter 19 for defined terms.

Appendix 3B Page 10

30/06/2016

Appendix 3B New issue announcement

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

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

“A” 323,665,325
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 32,366,532
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of [+] equity securities issued 22,375,527 Ordinary Shares issued on 7
or agreed to be issued in that 12 month May 2019 to a sophisticated investor.
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” 22,375,527
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• See chapter 19 for defined terms.

09/05/2013

Appendix 3B Page 11

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	32,366,532
Subtract“E” Note: number must be same as shown in Step 3	22,375,527
Total[“A” x 0.10] – “E”	9,991,005 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 12

30/06/2016