BUTN LIMITED — Capital/Financing Update 2021

Jul 1, 2021

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Butn Limited ACN 644 182 883

Butn Limited (ASX: BTN)

Pre-Quotation Disclosure

The following information is provided to ASX Limited ( ASX ) for release to the market in connection with the official quotation of shares ( Shares ) in Butn Limited (the Company or Butn ) (ASX: BTN).

Capitalised terms defined in this document have the meaning given to them in the prospectus lodged with the Australian Securities and Investments Commission on 26 May 2021 ( Prospectus ).

Listing Rule 1.3.2(b)

The following information is provided to ASX Limited for release to the market in connection with disclosure to demonstrate compliance with ASX Listing Rule 1.3.2(b), reflecting spend commitments [B] exceeding the required commitment spend [A]:

		(million)*
Proforma cash and cash equivalents
(including $18 million cash on hand at 31/12/20)		38.0
add back: Cash expenses associated with	the Offer (including GST)	2.3
add back: Repayment of Related Party Loans		3.8
	Total	44.1
At 50% required commitment to meet LR 1.3.2(b)		22.1 [A]
Commitments	Source of funds	(million)*
Receivables funding1	Cash at bank prior to Offer	11.5
Receivables funding1	Proceeds of Offer	8.4
Marketing, sales and brand development2	Proceeds of Offer	2.4
Platform and product development3	Proceeds of Offer	2.5
Cash expenses associated with the Offer	Proceeds of Offer	2.3
Repayment of Related Party Loans	Proceeds of Offer	3.8
	Spend commitment	30.9 [B]
Working capital, corporate administration,	Proceeds of Offer and	0.6
other costs and reserves
	Cash at bank prior to Offer	6.5
	Total	38.0

Butn Limited ACN 644 182 883

Registered office: co/- K&L Gates Melbourne, Level 25, 525 Collins Street, Melbourne VIC 3000

Notes

• 1 Receivables funding represents the equity funding portion of receivables book growth from which Butn Limited generates its revenue, sourced from the Proceeds of the Offer or cash at bank prior to the Offer. Subject to Butn’s needs and growth opportunities, it will optimise the deployment of Receivables funding.

• 2 Marketing, sales and brand development includes sales and marketing personnel costs, customer acquisition costs, costs to build brand awareness, advertising and associated costs.

• 3 Platform and product development includes development and engineering costs and personnel, integrations, platform and product enhancements and associated costs.

• Rounding may occur.

The Board reserves the right to vary the actual spend, acting in the best interests of Butn’s shareholders and as the circumstances require.

Completion of Offer

Butn confirms that the Offer closed on 9 June 2021 and allotment of 40,000,000 fully paid ordinary shares occurred on Friday 2 July 2021.

Bookbuild Information

In relation to the funds raised pursuant to the Broker Firm Offer conducted by Canaccord Genuity (Australia) Limited ( Lead Manager ) ( Bookbuild ):

• 40,000,000 new fully paid ordinary Shares allocated to investors under the Bookbuild at an issue price of $0.50 per Share;

• MYOB Invest Co Pty Ltd is a promoter of the Company that has been allocated 13,041,057 Shares under the Bookbuild;

• there are no concessionary fees or other arrangements which have been entered into which have had the result that the effective transfer price paid by some allottees differs materially from the Bookbuild price announced by the Company;

• there are no arrangements which have been entered into which have had the result that some allottees receive a material benefit for agreeing to participate in the Bookbuild at the Bookbuild price announced by the Company and which is not received by other allottees; and

• there are no arrangements which have been entered into with associates of the Company or the bookrunner to avoid a shortfall, or the appearance of a shortfall, in the Bookbuild.

Despatch Date

The despatch date of CHESS allotment notices and issuer sponsored holding statements was 2 July 2021.

Capital Structure

The capital structure of Butn following the completion of the Offer and Restructure is as follows:

Security	Number
Fully paid ordinary shares	160,030,000
Options	11,618,750

Options issued under Butn's Employee Incentive Plan (EIP) and Lead Manager Options

As set out in the table below, the Company has issued 6,818,750 options pursuant to its EIP and 4,800,000 options to the Lead Manager ( Lead Manager Options ).

**Holder **	**Position **	**Number **
Suzanne Ewart	Chairman and Non-Executive Director	481,250
Rael Ross (held by Why K Pty Ltd ATF	Executive Director and Joint CEO	1,300,000
Rael RossFamilyTrust)
Walter Rapoport (held by Walrap	Executive Director and Joint CEO	1,300,000
Nominees Pty Ltd atf Walter Rapoport
FamilyTrust)
Georg Chmiel	Non-Executive Director	306,250
Michael Hirst	Non-Executive Director	306,250
Darryl Lasnitzki	Chief Financial Officer and Company	1,250,000
	Secretary
Mark Newstead	ChiefOperating Officer	546,875
Abhinov Gulati	Chief Technology Officer	781,250
SimranGambhir	Chief InformationOfficer	546,875
Total options issued under EIP		6,818,750
Canaccord Genuity (Australia)Ltd	LeadManager	4,800,000
Total Lead Manager Options		4,800,000

Restricted Securities

The following table shows the number of restricted securities on issue in Butn and the applicable restriction periods.

	Security	Security				Number	Restriction Period
	Fully paid ordinary Shares					11,818,640	to 10 November 2021
	Fully paid ordinary Shares					1,520,250	12 months from date of quotation
	Fully paid ordinary Shares					81,661,110	24 months from date of quotation
	Total shares					95,000,000
	EIP Options exercisable at $0.50,					3,693,750	24 months from date of quotation
	expiring 5		years from	date of issue as
	follows:
		Holder	Number	Expiry
		Suzanne	481,250	08.01.2026
		Ewart
		Walter	1,300,000	26.02.2026
		Rapoport
		Rael	1,300,000	26.02.2026
		Ross
		Michael	306,250	08.01.2026
		Hirst
		Georg	306,250	08.01.2026
		Chmiel
		Total	3,693,750
	Lead Manager Options exercisable at					1,600,000	24 months from date of quotation
	$0.60, expiring 6 July 2024

Lead Manager Options exercisable at$0.70, expiring 6 July 2024	1,600,000	24 months from date of quotation
Lead Manager Options exercisable at$0.80, expiring 6 July 2024	1,600,000	24 months from date of quotation
Total Options	8,493,750

Waiver from ASX Listing Rule 9.2

ASX has granted the Company a waiver from ASX Listing Rule 9.2 in relation to convertible notes issued to parties that are not promoters, related parties or associates of related parties or promoters ( Convertible Notes ), such that:

• (a) the relevant escrow period for the Shares issued on conversion of the principal paid on those Convertible Notes, begins on the date on which the Convertible Notes were issued, rather than the date on which they convert into Shares; and

• (b) the relevant escrow period for the Shares issued on conversion of the interest accrued on those Convertible Notes, begins on the date commencing on which quotation of BTN's ordinary shares commences.

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Authorised for release by Darryl Lasnitzki, Company Secretary

For more information, please contact: Butn Limited Darryl Lasnitzki Company Secretary Email: darryl@butn.co