BETMAKERS TECHNOLOGY GROUP LTD — Capital/Financing Update 2020

Dec 2, 2020

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Announcement Summary

Entity name

BETMAKERS TECHNOLOGY GROUP LTD

Announcement Type

New announcement

Date of this announcement

Wednesday December 2, 2020

The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

==> picture [8 x 8] intentionally omitted <==

An offer of securities under a securities purchase plan A placement or other type of issue

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

Maximum Number of ASX +security code +Security description +securities to be issued BET ORDINARY FULLY PAID 16,666,667

+Record date

Monday November 30, 2020

Offer closing date

Wednesday January 27, 2021

+Issue date

Friday February 5, 2021

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
BET	ORDINARY FULLY PAID	83,333,334

Proposed +issue date

Thursday December 31, 2020

Refer to next page for full details of the announcement

Proposed issue of securities

1 / 10

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 1 - Entity and announcement details

1.1 Name of +Entity

BETMAKERS TECHNOLOGY GROUP LTD

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.

1.2 Registered Number Type

ACN

Registration Number

164521395

1.3 ASX issuer code

BET

1.4 The announcement is

==> picture [8 x 9] intentionally omitted <==

New announcement

1.5 Date of this announcement

Wednesday December 2, 2020

1.6 The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

==> picture [8 x 8] intentionally omitted <==

An offer of +securities under a +securities purchase plan A placement or other type of issue

Proposed issue of securities

2 / 10

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 - Are any of the following approvals required for the offer of +securities under the +securities purchase plan issue to be unconditional?

==> picture [8 x 8] intentionally omitted <==

+Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity Yes

4A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or	** Approval
Other (please specify in	Monday December 21, 2020	actual?	received/condition met?
comment section)		Estimated

Comments

The SPP is conditional upon completion of the Placement set out below.

The issue of shares under the Placement is conditional upon the shareholders of Sportech PLC approving the acquisition by the Company of Sportech's Tote and Digital Business at a general meeting to be held in or about the week commencing 21 December 2020.

Please see announcements released by the Company on 1 December 2020 and 2 December 2020 for further information.

Part 4B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

BET : ORDINARY FULLY PAID

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

BET : ORDINARY FULLY PAID

Proposed issue of securities

3 / 10

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 16,666,667 Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? No

Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? Yes

Is the minimum acceptance unit based or dollar based? Dollar based ($)

Please enter the minimum acceptance value $ 3,000 Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? Yes Is the maximum acceptance unit based or dollar based? Dollar based ($) Please enter the maximum acceptance value $ 30,000 Describe all the applicable parcels available for this offer in number of securities or dollar value Eligible shareholders can subscribe for a minimum amount of $3,000 and a maximum amount of $30,000, in $1,500 increments.

Offer price details

Has the offer price been determined? Yes In what currency will the offer What is the offer price per be made? +security? AUD - Australian Dollar AUD 0.60000

Oversubscription & Scale back details

Will a scale back be applied if the offer is over-subscribed? Yes

Proposed issue of securities

4 / 10

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Describe the scale back arrangements

The Company, in its absolute discretion, may undertake a scale back of applications for new shares under the SPP to the extent and in the manner it sees fit.

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 4C - Timetable

4C.1 Date of announcement of +security purchase plan Tuesday December 1, 2020

4C.2 +Record date Monday November 30, 2020

4C.3 Date on which offer documents will be made available to investors

Tuesday January 12, 2021

4C.4 Offer open date

Tuesday January 12, 2021

4C.5 Offer closing date Wednesday January 27, 2021

4C.6 Announcement of results Monday February 1, 2021

4C.7 +Issue date

Friday February 5, 2021

Part 4D - Listing Rule requirements

4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Yes

Part 4E - Fees and expenses

Proposed issue of securities

5 / 10

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

4E.1 Will there be a lead manager or broker to the proposed offer? No

4E.2 Is the proposed offer to be underwritten? No

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

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

Part 4F - Further Information

4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

For the purposes of funding the acquisition of Sportech's Tote and Digital Business as set out in the announcements dated 1 December 2020 and 2 December 2020.

4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer

Canada, Hong Kong, Papua New Guinea, Philippines, Singapore, United Kingdom and United States of America.

4F.3 URL on the entity's website where investors can download information about the proposed offer https://betmakers.com/corporate

4F.4 Any other information the entity wishes to provide about the proposed offer

Proposed issue of securities

6 / 10

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity Yes

7A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or	** Approval
Other (please specify in	Monday December 21, 2020	actual?	received/condition met?
comment section)		Estimated

Comments

The issue of shares is conditional upon the shareholders of Sportech PLC approving the acquisition by the Company of Sportech's Tote and Digital Business at a general meeting to be held in or about the week commencing 21 December 2020.

Please see announcements released by the Company on 1 December 2020 and 2 December 2020 for further information.

Part 7B - Issue details

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)? Existing class

Details of +securities proposed to be issued

ASX +security code and description

BET : ORDINARY FULLY PAID

Number of +securities proposed to be issued

83,333,334

Offer price details

Proposed issue of securities

7 / 10

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.60000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 7C - Timetable

7C.1 Proposed +issue date

Thursday December 31, 2020

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?

23,283,150

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)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

60,050,184

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

Proposed issue of securities

8 / 10

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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?

Canaccord Genuity (Australia) Limited acted as Lead Manager and Underwriter to the Placement. Taylor Collison Limited acted as Co-Manager to the Placement.

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

The Lead Manager is entitled to fees (by way of a deduction from the Offer Proceeds) equal to 1.5% of the Offer Proceeds.

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

7E.2a Who are the underwriter(s)?

Canaccord Genuity (Australia) Limited

7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)?

Fully underwritten

7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?

The Underwriter is entitled to fees (by way of a deduction from the Offer Proceeds) equal to 2/5% of the Offer Proceeds.

7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.

Refer to the Investor Presentation released on 1 December 2020 for a summary of the Underwriting Agreement.

7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? No

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

Part 7F - Further Information

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

For the purposes of funding the acquisition of Sportech's Tote and Digital Business.

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

Proposed issue of securities

9 / 10

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

==> picture [540 x 720] intentionally omitted <==

Proposed issue of securities

10 / 10