CHANGE FINANCIAL LIMITED — Capital/Financing Update 2017

Jan 16, 2017

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

Name of entity

CHIMPCHANGE LIMITED

ABN

34 150 762 351

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
	2,040,000 Unlisted Options
	2,040,000 Unlisted Options, exercisable at $0.657 each on or before 31-Jan-20, vesting as follows: - 340,000 immediately - 340,000 on 31-Dec-17 - 680,000 on 31-Dec-18 - 680,000 on 31-Dec-19

• See chapter 19 for defined terms.

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4 Do the+securities rank equally in all respects from the date of allotment 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)	N/A
	Nil
	Options issued to Management, Employees and Consultants of the Company, pursuant to the Company’s ESOP. The Company has granted 2,040,000 Unlisted Options as long term incentives for its key employees to better align their interests with those of shareholders. The Company has granted these options to 18 staff members comprising senior executives in technology (40%), corporate development (37%), marketing (13%) and compliance (10%). None of the options have been issued to Board members or the Managing Director. The options will vest over a three-year period, are exercisable at a 20% premium to the five-day volume- weighted average price (VWAP) prior to 31 December 2016 with the following vesting periods: • 340,000 vesting immediately • 340,000 vesting on 31-Dec-17 • 680,000 vesting on 31-Dec-18 • 680,000 vesting on 31-Dec-19 Options that have vested will expire after three months should their holder cease employment with ChimpChange. The vesting periods have been aligned to the Company objectives of keeping its team intact with recently-acquired best-in-space talent over a period during which the Company expects to significantly scale up and monetise its user base. In accordance with the (shareholder approved) ESOP rules, ChimpChange has issued Unlisted Options totalling 2.6% of the Company’s issued capital on a fully diluted basis.

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 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	Yes
	28 November 2016
	Nil
	Nil
	Nil
	2,040,000 Unlisted Options issued under exception 9
	N/A
	N/A
	Remaining Issue Capacity: - Rule 7.1 = 9,522,207 - Rule 7.1A = 6,348,138

• See chapter 19 for defined terms.

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7 Dates of entering[+] securities into 17 January 2017 uncertificated holdings or despatch of certificates

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)	Number	+Class
	48,890,219	Ordinary Shares
	Number	+Class
	14,591,164	Ordinary Shares (ASX escrow until 30-Jun-18)
	1,487,136	Options ($0.49 @ 1-Dec-17)
	1,500,000	Options ($0.40 @ 31-Dec-19)
	50,000	Options ($0.49 @ 1-Apr-18)
	50,000	Options ($0.49 @ 20-Oct-18)
	100,000	Options ($0.49 @ 20-Oct-19)
	100,000	Options ($0.49 @ 20-Oct-20)*
	2,350,000	Options ($1.00 @ 31-Dec-18)
	1,000,000	Options ($1.50 @ 18-Apr-21)
	1,500,000	Options ($2.35 @ 18-Apr-21)
	2,870,000	Options ($1.00 @ 18-Apr-19)*
	1,500,000	Options ($1.00 @ 20-Apr-19)
	510,595	Options ($0.52 @ 30-Jun-17)
	2,040,000	Options ($0.657 @ 31-Jan-20)*

*various vesting conditions

• 10 Dividend policy (in the case of a trust, Not applicable distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

• 11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable?

• 13 Ratio in which the[+] securities will be offered

• 14 +Class of +securities to which the offer relates

• 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 issue 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 prospectus or Product Disclosure
	Statement 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)

• See chapter 19 for defined terms.

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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 +Despatch date

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, and the number and percentage of additional[+][securities are ][+][equity securities, the names of the 20 largest holders of the additional ] +securities held by those holders

• 36[If the ][+][securities are ][+][equity securities, a distribution schedule of the additional ][+][securities setting ] out the number of holders in the categories 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 date of allotment 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.

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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 not available now, 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.

DP Cornish Company Secretary 17 January 2017

== == == == ==

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

==> picture [403 x 387] intentionally omitted <==

----- Start of picture text -----

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insert number of fully paid ordinary securities on 63,481,383
issue 12 months before date of issue or
agreement to issue
Add the following: -
• Number of fully paid ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid ordinary securities that
became fully paid in that 12 month period
Note:
• 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 ordinary -
securities cancelled during that 12 month period
“A” 63,481,383
----- End of picture text -----

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15
Multiply“A” by 0.15	9,522,207
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	-
“C”	-
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	9,522,207
Subtract“C” Note: number must be same as shown in Step 3	-
Total[“A” x 0.15] – “C”	9,522,207

Part 2

art 2	art 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	63,481,383
Step 2: Calculate 10% of “A”
“D”	0.10
Multiply“A” by 0.10	6,348,138
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
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”	-
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	6,348,138
Subtract“E” Note: number must be same as shown in Step 3	-
Total[“A” x 0.10] – “E”	6,348,138

• See chapter 19 for defined terms.

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