COMPLII FINTECH SOLUTIONS LTD — Capital/Financing Update 2020

Feb 27, 2020

Proposed issue of securities

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Announcement Summary

Entity name

INTIGER GROUP LIMITED

Announcement Type

New announcement

Date of this announcement

Friday February 28, 2020

The Proposed issue is: A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +Security Code	+Security Description	+securities to be issued
n/a	Unlisted options expiring 3 years after Note conversion	266,666,667
n/a	Convertible Notes with an aggregate value of up to	300,000
	AU$300,000
IAM	ORDINARY FULLY PAID	277,362,555
Proposed +issue date
Monday May 18, 2020

Refer to next page for full details of the announcement

Proposed issue of securities

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

INTIGER GROUP LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

ACN

Registration Number

098238585

1.3 ASX issuer code

IAM

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Friday February 28, 2020

1.6 The Proposed issue is:

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A placement or other type of issue

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Proposed issue of securities

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +Security Code and Description

IAM : ORDINARY FULLY PAID

Maximum Number of +securities proposed to be issued

266,666,667

Purpose of the issue

As approved by holders at the general meeting held on 18 February 2020. $200k convertible notes are on issue and holders approved their conversion into ordinary shares in the capital of the Company.

Offer price details for retail security holders

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.00075

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Proposed issue of securities

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Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Oversubscription & Scale back details May a scale back be applied to this event? No

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities	are non CDIs)
Have you received confirmation from ASX that the terms	Will the entity be seeking quotation of the 'new' class of
of the proposed +securities are appropriate and	+securities on ASX?
equitable under listing rule 6.1?	No
No
ASX +Security Code New class-code to be confirmed	+Security Description Unlisted options expiring 3 years after Note conversion
+Security Type
Options
Maximum Number of +securities proposed to be issued
266,666,667
Offer price details for retail security holders
In what currency is the cash consideration being paid?	What is the issue price per +security?

Oversubscription & Scale back details

May a scale back be applied to this event? No

Will all the +securities issued in this class rank equally in all respects from their issue date? No

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If some of the issued +securities do not rank equally

Is the actual date from which the +securities will rank equally (non-ranking end date) known? No

Provide the estimated non-ranking end period

Any share issued upon the exercise of an option will rank equally from the day they are exercised.

Please state the extent to which the +securities do not rank equally: In relation to the next dividend, distribution or interest payment; or For any other reason

THey will only rank equally with other Shares after an option has been exercised.

Options details

+Security Currency

AUD - Australian Dollar

Exercise Price

Expiry date

AUD

Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option

IAM : ORDINARY FULLY PAID

Please provide any further information relating to the principal terms of the +securities

The exercise price and expiry date will not be known until the Convertible Notes are converted into shares. The exercise price will be the same price at which the Convertible Notes are converted into shares. the expiry date will be three years from that date of conversion.

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +Security Code and Description

IAM : ORDINARY FULLY PAID

Maximum Number of +securities proposed to be issued

10,695,888

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Purpose of the issue

As approved by holders at the GM on 18 February 2020 pursuant to resolution 3. Holders approved the issuance of shares in lieu of interest being paid in cash on teh convertible notes. There are currently $200k in convertible notes on issue.

Offer price details for retail security holders

In what currency is the cash What is the issue price per consideration being paid? +security?

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Oversubscription & Scale back details

May a scale back be applied to this event? No

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +Security Code +Security Description New class-code to be confirmed Convertible Notes with an aggregate value of up to AU$300,000

+Security Type

Convertible Debt Securities

Maximum Number of +securities proposed to be issued 300,000

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Purpose of the issue

Funds raised by the subscription of the Convertible Notes will be used predominantly for general working capital. In particular, the funds will be applied towards corporate overheads (including compliance, governance, technology and insurance costs), operational overheads in Australia and Philippines and interest costs associated with the Notes.

Offer price details for retail security holders

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 1.00000

Will all the +securities issued in this class rank equally in all respects from their issue date? No

Oversubscription & Scale back details

May a scale back be applied to this event? No

If some of the issued +securities do not rank equally

Is the actual date from which the +securities will rank equally (non-ranking end date) known? No

Provide the estimated non-ranking end period

Pursuant to the approved resolution, the subsequent notes will be issued progressively as funding is drawn down under the Binding Terms Sheet, but in any event no later than 18 May 2020 (or such later date to the extent permitted by any ASX wiaver or modification of the Listing Rules). Conversion Shares, shares in lieu of interest and any attaching options will only be issued upon conversion of the subsequent notes in accordance with their terms.

Please state the extent to which the +securities do not rank equally: In relation to the next dividend, distribution or interest payment; or For any other reason

The securities are convertible debt securities which if the maximum sum of AU$300k issued and then subsequently converted, will amount to a total of 400,000,000 ordinary fully paid shares, when the allotted and issued shares will rank equally in all respects with the ordinary fully paid shares on issue. The convertible notes do not entitle the holder to participate in the next dividend payment. In addition, upon conversion and should the maximum amount of notes be converted, the Company will issue 400,000,000 attaching options and shares in lieu of paying any interest in cash.

Convertible Debt +Securities details

These securities are:

Convertible +Security Currency AUD - Australian Dollar

Type of security Corporate Bond

Face Value AUD 1.0000

Interest Rate Type

Fixed rate

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Frequency of Coupon/Interest Payments Per Year No Payments

s128F of the Income Tax Assessment
Act status applicable to the security
Not applicable
Is the security Perpetual (ie. No	Maturity Date
maturity)? No	Wednesday November 18, 2020
Is the Security Subordinated?
No
Is the Security Secured?
No
Select other features applicable to
the security
None of the above
Is a First Trigger Date on which
conversion, redemption, call or put
can occur (whichever is first)
applicable?
No
Details of the existing class of +security that will be issued upon exercise or conversion of this
new class of +security
IAM : ORDINARY FULLY PAID

Please provide any further information relating to the principal terms of the +securities

Part 7C - Timetable 7C.1 Proposed +issue date Monday May 18, 2020 Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? Yes 7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Tuesday February 18, 2020

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7D.2 Is a party referred to in listing rule 10.11.1 participating in the proposed issue? No 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No 7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No Part 7E - Fees and expenses 7E.1 Will there be a lead manager or broker to the proposed issue? No 7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

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