BETMAKERS TECHNOLOGY GROUP LTD — Share Issue/Capital Change 2018

Jul 1, 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

2 July 2018

TBH COMPLETES THE SALE OF RETAIL ASSETS

• TBH retail businesses, ‘TopBetta’ and ‘Mad Bookie’, sold to PlayUp Limited for $6M

• $3M paid and remaining $3M to be paid by 30 September 2018

• Service Agreement and Software Agreement Executed

• Cancellation of Options

Further to the announcements released on 18 April 2018 (“ Prior Announcement ”) and 23 April 2018, The BetMakers Holdings Limited (ASX:TBH) (formally TopBetta Holdings Limited) (“ BetMakers ”, “ TBH ” or the “ Company ”) is pleased to announce that it has completed the sale to PlayUp Australia Pty Limited (“ PlayUp ”, a wholly owned subsidiary of PlayUp Limited) of 100% of the shares in the Company’s wholly-owned subsidiary, TopBetta Pty Ltd (“ TopBetta ”), and the associated retail assets, TopBetta and Mad Bookie (“ Sale ”). PlayUp has taken over the running of the ‘TopBetta’ and ‘MadBookie’ businesses from July 1[st] 2018.

Completion of the Sale (“Completion”) allows TBH to focus on rolling out its plans to be the preferred wholesale supplier of smarter data feeds and B2B wagering solutions to all wagering operators. It also allows the Company to significantly reduce its monthly cost base.

The Company confirms that it has received from PlayUp a non-refundable payment of $3M. TBH has agreed to extend the payment term of the remaining $3M of the purchase price (“ Deferred Payment ”) until 30 September 2018. If PlayUp fails to pay the Deferred Payment, TBH will have the right to buy back the shares in TopBetta for $1. Alternatively, if agreed between the parties, the Deferred Payment may be satisfied by way of issue of shares in PlayUp Limited at a value of a 25% discount to the most recent capital raise by PlayUp, or $70m.

The Company has also executed the Services Agreement and White Label Agreement in accordance with the terms set out in the Prior Announcement (“ Agreements ”) for the ‘TopBetta’ and ‘Mad Bookie’ brands (“ Retail Brands ”). The Agreement has been executed for two years (“ Initial Term ”). Terms of the Services Agreement are as follows:

• A monthly Commission fee (exclusive of GST) equal to ten percent (10%) of total Gross Wagering Revenue of each of the Retail Brands and PlayUpBET brands for that month.

• • A monthly Commission Fee (exclusive of GST) equal to ten percent (10%) of total Gross Wagering Revenue of each of the Retail Brands.

As noted in the Prior Announcement, TBH and PlayUp entered into a share sale agreement (“ SSA ”) in respect of the Sale pursuant to which TBH gave warranties and indemnities which are customary for a transaction of this nature. Under the SSA, TBH also gave customary undertakings not to compete with, or solicit the employees or customers of, TopBetta.

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

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All other conditions precedent to Completion have either been satisfied or otherwise waived by TBH to allow for the Sale to complete.

Betmakers CEO Todd Buckingham said: “The completion of the Sale sees the transition out of our B2C business and into the B2B wagering space as a supplier of proprietary data, products and wagering solutions. As Betmakers, we believe we are well positioned to serve Australian online wagering operators requiring cost-saving data solutions as well as revenue-generating new product solutions and assist them to overcome recent head winds of new taxes and shrinking margins. Likewise, we now believe we are well placed with our B2B product suite and toolkit to assist global wagering operators maximise profitability in international markets, including those that are fast opening up for expansion in racing and sports betting."

Cancellation of Options

Further to the announcement released on 15 June 2017, TBH advises that the vesting conditions associated with 2,000,000 unquoted options (“ Options ”) issued to Sean Bartholomew have not been satisfied. Accordingly, the Company has cancelled the Options with effect on and from 5pm on 30 June 2018.

An Appendix 3B is attached

For further information, please contact:

Jane Morgan Investor & Media Relations jm@janemorganmanagement.com.au +61 (0) 405 555 618

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)	Cancellation of 2,000,000 Unlisted Options
	Cancellation of 2,000,000 Unlisted Options
	2,000,000 options exercisable at $0.20 expiring on 14 June 2020 cancelled due to failure to meet applicable vesting conditions

• 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	No, the options were unlisted
	N/A
	Cancellation of options due to failure to meet applicable vesting conditions
	Yes
	22 November 2017
	N/A
	N/A

• See chapter 19 for defined terms.

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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
	N/A
	N/A
	N/A
	7.1: 25,230,889 7.1A: 16,802,592
	Cancelled on 30 June	2018
	Number	+Class
	168,205,929*	Fully paid ordinary shares *1,250,000 shares are subject to voluntary escrow restrictions
	Number 9,750,000 16,667,000	+Class
		Unlisted Options (exercisable at $0.20; expiring 12/11/18) Unlisted Options (exercisable at $0.25; expiring 12/11/20;

• See chapter 19 for defined terms.

04/03/2013

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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 2,954,681	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

Part 2 - Pro rata issue

11 Is security holder approval N/A required? 12 Is the issue renounceable or nonN/A renounceable? 13 Ratio in which the[+] securities will N/A be offered 14 +Class of +securities to which the N/A offer relates 15 +Record date to determine entitlements N/A 16 Will holdings on different N/A registers (or subregisters) be aggregated for calculating entitlements?

• See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

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 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)	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

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

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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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)

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

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 7

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: ............................................................ (Company Secretary) Print name: Charly Duffy

Date: 2 July 2018

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 8

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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 143,001,477
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following: 8,129,909 Ordinary Shares issued on 29
August 2017 approved at the meeting held
• Number of fully paid [+] ordinary
on 22 November 2017
securities issued in that 12 month
period under an exception in rule 7.2 13,315,772 Ordinary Shares issued on 29
August 2017 approved at the meeting held
• Number of fully paid [+] ordinary
on 22 November 2017
securities issued in that 12 month
period with shareholder approval 250,000 Ordinary Shares issued on 28
December 2017 upon the exercise of that
• Number of partly paid [+] ordinary
number of unlisted options
securities that became fully paid in that
12 month period 3,508,771 Ordinary Shares issued on 26
February 2018 approved at the meeting
Note:
held on 18 June 2018
• Include only ordinary securities here –
other classes of equity securities
cannot be added
• 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
Subtract the number of fully paid 0
+ordinary securities cancelled during that
12 month period
“A” 168,205,929
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• See chapter 19 for defined terms.

09/05/2013

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Appendix 3B New issue announcement

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Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 25,230,889
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insert number 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
“C” 0
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 25,230,889
Note: number must be same as shown in
Step 2
Subtract “C” 0
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 25,230,889
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• See chapter 19 for defined terms.

Appendix 3B Page 10

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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

“A” 168,205,929 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 16,802,592

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

• See chapter 19 for defined terms.

09/05/2013

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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	16,802,592
Subtract“E” Note: number must be same as shown in Step 3	0
Total[“A” x 0.10] – “E”	16,802,592 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 12

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