BETMAKERS TECHNOLOGY GROUP LTD — Share Issue/Capital Change 2020

Jan 13, 2020

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BETMAKERS TECHNOLOGY GROUP LTD ACN: 164 521 395 Phone: 1300 208 849 Fax: (02) 8330 6357 22 Lambton Road Broadmeadow NSW 2292

14 January 2020

Issue of Options

The Board of BetMakers Technology Group Limited (ASX:BET) (“Company” or “BetMakers”) wishes to advise that today the Company has issued 250,000 options exercisable into fully paid ordinary shares (“Options”) to an employee of the Company under the Company’s long term incentive plan (“LTIP”) at an exercise price of $0.13 per Option, expiring on 30 June 2022. The Options issued under the LTIP will be subject to the satisfaction of certain vesting criteria.

An Appendix 3B is attached.

Todd Buckingham, Managing Director of BetMakers, authorised the release of this announcement to ASX.

For further information on the Company, please contact:

Charly Duffy Jane Morgan Company Secretary Investor and Media Relations companysecretary@thebetmakers.com investors@thebetmakers.com + 61 (0) 409 083 780 + 61 (0) 405 555 618

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

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

BetMakers Technology Group 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)	Unlisted options exercisable into Ordinary Shares (Options) issued under the Company’s long-term incentive plan (LTIP)
	250,000 Options
	The Options will be issued under the LTIP and will be exercisable at $0.13 on or before 30 June 2022, subject to certain vesting criteria.

• 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 will form a new class of securities. The shares issued on exercise of the Options will rank equally in all respects with existing Ordinary Shares on issue.
	Nil. The Options are being issued to an employee of the Company under the LTIP as an incentive to better align his interests with those of shareholders.
	The Options are being issued to an employee of the Company under the LTIP as an incentive to better align his interests with those of shareholders.
	Yes
	26 November 2019
	Nil
	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)	Nil
	250,000 Options
	N/A
	N/A
	7.1: 68,187,882 7.1A: 45,458,588
	14 January 2020
	Number	+Class
	473,489,993	Fully paid ordinary shares
	Number 16,667,000 2,954,681	+Class
		Unlisted Options (exercisable at $0.06; expiring 21/06/2022; subject to various performance hurdles) Unlisted Options (exercisable at

• 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)	4,000,000 10,000,000 19,800,000 250,000 10,000,000 250,000	$0.2931; expiring 31/10/20; subject to vesting conditions) Unlisted Options (exercisable at $0.1221; expiring 30 November 2020) Unlisted Options (exercisable at $0.06; expiring 27 June 2022) Unlisted Options (exercisable at $0.06; expiring 31/12/22; subject to vesting conditions) Unlisted Options (exercisable at $0.06; expiring 31/12/22; subject to vesting conditions) Unlisted Options (exercisable at $0.06; expiring 1/7/22) Unlisted Options (exercisable at $0.13; expiring 30/06/22; 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 14 +Class of+securities to which the offer relates	N/A
	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

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 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	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.

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Appendix 3B New issue announcement

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

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

• See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

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) Number +Class

• See chapter 19 for defined terms.

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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)

• 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: 14 January 2020 (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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Insert number of fully paid [+] ordinary 224,105,390
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following: 99,559,935 Ordinary Shares issued on 3
June 2019 under the pro-rata non-
• Number of fully paid [+] ordinary
renounceable entitlement offer
securities issued in that 12 month
period under an exception in rule 7.2 500,000 Ordinary Shares issued on 6 June
2019.
• Number of fully paid [+] ordinary
securities issued in that 12 month 55,991,335 Ordinary Shares issued on 7
period with shareholder approval May 2019 to a sophisticated investor
approved by shareholders at the general
• Number of partly paid [+] ordinary
meeting on 21 June 2019.
securities that became fully paid in that
12 month period 33,333,333 Ordinary Shares issued on 28
June 2019 approve by shareholders at the
Note:
general meeting on 21 June 2019.
• Include only ordinary securities here –
other classes of equity securities 20,547,945 Ordinary Shares issued on 31
cannot be added October 2019 to the shareholder of CDK in
• Include here (if applicable) the relation to the acquisition of CDK and
securities the subject of the Appendix DynamicOdds.
3B to which this form is annexed
20,547,945 Ordinary Shares issued on 31
• It may be useful to set out issues of
October 2019 to the shareholders of GBS
securities on different dates as
in relation to the acquisition of GBS.
separate line items
Subtract the number of fully paid 0
+ordinary securities cancelled during that
12 month period
“A” 454,585,883
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Step 2: Calculate 15% of “A”

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]

• See chapter 19 for defined terms.

Appendix 3B Page 10

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Appendix 3B New issue announcement

Multiply“A” by 0.15	68,187,882
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	18,904,110 Ordinary Shares issued on 7 November 2019.
“C”	18,904,110
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	68,187,882
Subtract“C” Note: number must be same as shown in Step 3	18,904,110
Total[“A” x 0.15] – “C”	49,283,772

• 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

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 2	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” Note: number must be same as shown in Step 1 of Part 1	454,585,883
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	45,458,588
Step 3: Calculate “E”, the amount 7.1A that has already been used	of placement capacity under rule
Insertnumber of+equity securities issued 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.

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
“A” x 0.10 Note: number must be same as shown in Step 2	45,458,588
Subtract“E” Note: number must be same as shown in Step 3	0
Total[“A” x 0.10] – “E”	45,458,588 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

09/05/2013

Appendix 3B Page 13