CL8 HOLDINGS LIMITED — Share Issue/Capital Change 2017

Apr 18, 2017

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

COLLABORATE CORPORATION LIMITED

ABN

60 066 153 982

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)	CL8 Shares
	12,500,700 CL8 Shares
	Fully paid ordinary shares (CL8 Shares)

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

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	Yes
	$0.02 per CL8 Share.
	Exercise of: (a) 700 listed options at $0.02 each (expiry date: 30 April 2017) (CL8O Options); and (b) 12,500,000 CL8O Options offset against amounts advanced by underwriters of the CL8O Options, the terms of which were announced to ASX on 10 February 2017.
	Yes.
	22 November 2016
	Nil

• See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

Appendix 3B New issue announcement

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 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)	Nil.	Nil.
	Nil.
	12,500,700 CL8 Shares
	Not applicable.
	Not applicable.
	Rule 7.1: 47,184,330 Rule 7.1A: 43,434,571
	19 April 2017
	Number	+Class
	449,513,239 136,271,285	Fully paid ordinary shares Options exercisable at $0.02 each on or before 30 April 2017

• See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	5,000,000 2,500,000 383,334 883,333 883,333 883,334 883,333 883,333 2,000,000 5,000,000	Options exercisable at $0.02 each on or before 1 October 2017 Options exercisable at $0.03 each on or before 1 October 2017 Executive A options exercisable at $0.02 each on or before 28 November 2018 Executive A options exercisable at $0.02 each on or before 28 November 2019 Executive A options exercisable at $0.02 each on or before 28 November 2020 Executive B options exercisable at $0.03 each on or before 28 November 2018 Executive B options exercisable at $0.03 each on or before 28 November 2019 Executive B options exercisable at $0.03 each on or before 28 November 2020 Director options exercisable at $0.03 each on or before 28 November 2018 Officer options exercisable at $0.035 each on or before 30 November 2018

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Appendix 3B New issue announcement

9	4,500,000 1,634,797 226,904 316,622	Facility options exercisable at $0.03 each on or before 31 May 2019 Employee options exercisable at $0.0225 each on or before 1 September 2019 Employee options exercisable at $0.025 each on or before 1 January 2020 Employee options exercisable at $0.025 each on or before 1 March 2020

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Not applicable.

Part 2 - Pro rata issue

Questions 11 to 33 – Not Applicable

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

Questions 35 to 36 – Not Applicable.

Entities that have ticked box 34(b)

Questions 38 to 42 – Not Applicable.

• See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

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: 19 April 2017 Company Secretary

Print name: Karen Logan

• See chapter 19 for defined terms.

== == == == ==

Appendix 3B Page 6

04/03/2013

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

Insert number of fully paid[+] ordinary 364,673,748 securities on issue 12 months before the + issue date or date of agreement to issue Add the following:

Part 1	Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue		364,673,748
Addthe 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		55,129,411 • 2,380,952 fully paid ordinary shares issued on 12 August 2015, exception 14. • 11,111,111 fully paid ordinary shares issued on 12 August 2015, exception 14. • 5,319,149 fully paid ordinary shares issued on 22 November 2016, exception 14. • 5,075,221 fully paid ordinary shares issued on 4 April 2017, exception 4. • 12,736,488 fully paid ordinary shares issued on 10 April 2017, exception 4; • 6,005,790 fully paid ordinary shares issued on 13 April 2017, exception 4. • 12,500,700 fully paid ordinary shares issued on 19 April 2017, exception 4. 14,542,553 • 5,500,000 fully paid ordinaryshares
	• 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	55,129,411 • 2,380,952 fully paid ordinary shares issued on 12 August 2015, exception 14. • 11,111,111 fully paid ordinary shares issued on 12 August 2015, exception 14. • 5,319,149 fully paid ordinary shares issued on 22 November 2016, exception 14. • 5,075,221 fully paid ordinary shares issued on 4 April 2017, exception 4. • 12,736,488 fully paid ordinary shares issued on 10 April 2017, exception 4; • 6,005,790 fully paid ordinary shares issued on 13 April 2017, exception 4. • 12,500,700 fully paid ordinary shares issued on 19 April 2017, exception 4. 14,542,553 • 5,500,000 fully paid ordinaryshares

• See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

Appendix 3B New issue announcement

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	issued on 11 May 2016, shareholder approval under Rule 7.4 given at EGM held on 10 August 2016. • 9,042,553 fully paid ordinary shares issued on 18 July 2016, shareholder approval under Rule 7.4 given at AGM held on 22 November 2016. Nil.
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Not applicable.
“A”	434,345,712
Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	65,151,857
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 – notjust ordinary	17,967,527 • 2,800,000 Facility Options exercisable at $0.03 each on or before 31 May 2019 issued on 28 June 2016. • 13,917,527 fully paid ordinary shares pursuant to subscription agreements issued on 21 November 2016. • 1,250,000 fully paid ordinary shares issued to consultant in lieu of cash

• See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

Appendix 3B New issue announcement

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	payment for services issued on 21 November 2016.
“C”	17,967,527
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	65,151,857
Subtract“C” Note: number must be same as shown in Step 3	17,967,527
Total[“A” x 0.15] – “C”	47,184,330 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

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” 434,345,712 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 43,434,571 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of[+] equity securities issued Nil. 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” Nil.

• See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

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	43,434,571
Subtract“E” Note: number must be same as shown in Step 3	Nil.
Total[“A” x 0.10] – “E”	43,434,571 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013