BETMAKERS TECHNOLOGY GROUP LTD — Interim / Quarterly Report 2016

Apr 20, 2016

21 April 2016

TopBetta Quarterly Activities Report

The Board of TopBetta Holdings Limited (ASX:TBH) (“TopBetta” or the “Company”) is pleased to provide shareholders with the attached Appendix 4C for the quarter ended 31 March 2016.

During Q3 TopBetta realised a number of strong achievements including:

• Signing a conditional agreement with technology wagering company, Modern Wagering Systems (“MWS”). The agreement, which was finalised after balance date on the 11th of April 2016, will allow TopBetta to integrate its fantasy betting platform into MWS’ new wagering product, allowing mass distribution as well as launching a newly developed betting product.

• Signing commercial advertising agreement with Fairfax Media to promote Fantasy Tournaments across Fairfax’s Australian Community Media (“ACM”), which will be going live on the digital platform this week for NRL and AFL.

• Partnership deal signed with global publisher of online horse racing form and information site, Racing and Sports Pty Ltd.

The Company has seen strong growth across the business as a whole but in particular wagering turnover, revenues and active clients experienced good growth. Such improvement in a quarter which customarily generates lower revenues across the industry (comparative to other quarters) is a very pleasing outcome with the Spring Carnival and Melbourne Cup carnival in the previous quarter.

For this period, the total active quarterly users realised a 47% increase from 2,882 active users in Q2 to 4,247 active users in Q3. Coupled with this, Wagering and Tournament Turnover increased +97% to $7,484,988[1] for the current quarter, up from $3,807,398[2] . Detailed figures relating to this high level of growth are detailed in Table 1 below.

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Table 1 – March 2016 Quarter Results

Strong growth came at the back end of the quarter with the execution of the Fairfax Media (ACM) print strategy, with the digital strategy to be implemented throughout Q4 and beyond. Cash at hand still remains strong at $3.9M[3] and the Company will continue to expand its marketing reach to establish growth across these key measurements

The business has also been looking to fill key employment holes within the Company and we are excited to announce the following people have joined the team and TopBetta:

1 All figures in this Announcement are unaudited.

2 All figures in this Announcement are unaudited. 3 All figures in this Announcement are unaudited.

• Paul Jeronimo joins the team as Chief Operating Officer. Paul has extensive knowledge of the ASX along with early stage companies as a previous CFO and Company secretary at Mobile Embrace, along with CFO roles in Engin and more recently the CFO and Director at Vioamo.

• Luke Brammal joins the TopBetta team as Client Service and Sales manager. Luke previously set and established the Client and Sales team at TomWaterhouse.com. Luke built this previous team into one of the most respected call centre teams in Australian wagering culminating in winning the EGR 2014 “Best in class Customer Service Award”.

TopBetta’s Managing Director, Todd Buckingham, commented, “ The quarterly result was a very positive outcome given the time of year which is generally a quiet period. The team have been able to execute some fantastic deals which we believe will give us the ability to achieve further growth in the short term.

The appointment of Paul and Luke is quite exciting for our team. Paul is a results driven, number crunching executive and what Luke did for TomWaterhouse.com was outstanding building that team from the ground up.

It's great to have both of these guys on Team TopBetta. ”

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

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Appendix 4C Quarterly report for entities admitted on the basis of commitments

Rule 4.7B

Appendix 4C

Quarterly report for entities admitted on the basis of commitments

Introduced 31/03/00 Amended 30/09/01, 24/10/05, 17/12/10

Name of entity

TopBetta Holdings Limited

ABN 21 164 521 395	Quarterended (“current quarter”)
21 164 521 395	31 March 2016

Consolidated statement of cash flows

Cash flows related to operating activities 1.1 Receipts from customers1 1.2 Payments for (a) staff costs (b) advertising, promotions and marketing (c) research and development (d) leased assets (e) other working capital 1.3 Dividends received 1.4 Interest and other items of a similar nature received 1.5 Interest and other costs of finance paid 1.6 Income taxes paid 1.7 Other (provide details if material) 1.7(a) Other R&D Tax Rebate Received 1.7(b) Other Professional Fees 1.7(c) One-off costs in preparation for conversion to public company and listing Net operating cash flows	Current quarter $A’000	Year to date (9 months) $A’000
	$929 ($494) ($367) ($146) ($30) ($646) $0 $19 $0 $0 $0 $0 ($208) $0	$1,938 ($1,009) ($874) ($675) ($68) ($1,331) $0 $24 ($32) $0 $0 $416 ($307) ($302)
	($944)	($2,221)

1 Calculated as total wagers placed less total payout, tournament entry fees and buy-in amounts less payouts, the net change in balance in customer accounts, plus payment received from customers for content services.

• See chapter 19 for defined terms.

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Appendix 4C Page 1

Appendix 4C Quarterly report for entities admitted on the basis of commitments

		Current quarter $A’000	Year to date (.......months) $A’000
1.8	Net operatingcash flows(carried forward)	($944)	($2,221)
	Cash flows related to investing activities
1.9	Payment for acquisition of: (a) businesses (item 5) (b) equity investments (c) intellectual property (d) physical non-current assets (e)other non-current assets	$0 $0 ($37) $0 $0	$0 $0 ($43) $0 $0
1.10	Proceeds from disposal of: (a) businesses (item 5) (b) equity investments (c) intellectual property (d) physical non-current assets (e) other non-current assets	$0 $0 $0 $0 $0	$0 $0 $0 $0 $0
1.11	Loans to other entities	$0	$0
1.12	Loans repaid byother entities	$0	$0
1.13	Other(provide details if material)	$0	$0
	Net investing cash flows	($37)	($43)
1.14	Total operating and investing cash flows	($981)	($2,265)
	Cash flows related to financing activities
1.15	Proceeds from issues of shares,options,etc.	$0	$7,309
1.16	Proceeds from sale of forfeited shares	$0	$0
1.17	Proceeds from borrowings	$0	$0
1.18	Repayment of borrowings	($3)	($439)
1.19	Dividendspaid	$0	$0
1.20	Other(provide details if material)	$0	$0
	Other(Capital raisingcosts)	($341)	($1,101)
	Net financing cash flows	($344)	$5,770
	Net increase (decrease) in cash held	($1,324)	$3,505
1.21	Cash at beginningofquarter/year to date	$5,262	$432
1.22	Exchange rate adjustments to item 1.20
1.23	Cash at end ofquarter	$3,937	$3,937

• See chapter 19 for defined terms.

Appendix 4C Page 2

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Appendix 4C Quarterly report for entities admitted on the basis of commitments

Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities

entities
1.24 Aggregate amount of payments to the parties included in item 1.2 1.25Aggregateamountof loans to the parties included in item 1.11	Current quarter
	$119

Explanation necessary for an understanding of the transactions

Directors fees of $55,000 were paid to directors, plus $34,000 was paid to Ferghana Capital Pty Ltd (controlled by Matthew Cain) for consulting services and expenses, and $30K was paid to Simon Dulhunty Media (controlled by Simon Dulhunty) for consulting services.

Non-cash financing and investing activities

• 2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows

• 2.2 Details of outlays made by other entities to establish or increase their share in businesses in which the reporting entity has an interest

Financing facilities available

Add notes as necessary for an understanding of the position.

	3.1 Loan facilities 3.2 Credit standby arrangements	Amount available $A’000	Amount used $A’000
		N/A	N/A
		N/A	N/A

• See chapter 19 for defined terms.

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Appendix 4C Quarterly report for entities admitted on the basis of commitments

Reconciliation of cash

Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows.	Current quarter $A’000	Previous quarter $A’000
4.1 Cash on hand and at bank 4.2 Deposits at call 4.3 Bank overdraft 4.4 Other(provide details)	$1,437	$1,762
	$2,500	$3,500
	$0	$0
	$0	$0
Total: cash at end ofquarter(item 1.23)	$3,937	$5,262

Acquisitions and disposals of business entities

5.1 Name of entity 5.2 Place of incorporation or registration 5.3 Consideration for acquisition or disposal 5.4 Total net assets 5.5 Nature of business	Acquisitions (Item 1.9(a))	Disposals (Item 1.10(a))
	N/A	N/A
	N/A	N/A
	N/A	N/A
	N/A	N/A
	N/A	N/A

Compliance statement

• 1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act (except to the extent that information is not required because of note 2) or other standards acceptable to ASX.

• 2 This statement does give a true and fair view of the matters disclosed.

Sign here: ............................................................ Date: 21 April 2016 (Company Secretary)

Print name: Charly Duffy

Notes

1. The quarterly report provides a basis for informing the market how the entity’s activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.

2. The definitions in, and provisions of, AASB 107: Statement of Cash Flows apply to this report except for any additional disclosure requirements requested by AASB 107 that are not already itemised in this report.

3. Accounting Standards. ASX will accept, for example, the use of International Financial Reporting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

• See chapter 19 for defined terms.

Appendix 4C Page 4

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