COMPLII FINTECH SOLUTIONS LTD — Interim / Quarterly Report 2022

Oct 28, 2021

ASX Announcement 29 October 2021

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QUARTERLY ACTIVITIES REPORT AND APPENDIX 4C 30 September 2021

Complii FinTech Solutions Ltd ( ASX: CF1 ) ( Complii or the Company ), an innovative SaaS based technology company that digitises compliance, capital raising and operational functions, assisting AFSL holders to meet their regulatory obligations, is pleased to provide its Quarterly Activities Report and Appendix 4C for the period ending 30 September 2021 ( Q1 FY22 ).

September Quarter Highlights

During the September Quarter Complii:

• Signed 7 ASFL holders as new clients , bringing the current total to 103 AFSL firms, and delivered 2 additional business modules to an existing customer whilst retaining all existing customers. Complii has now onboarded 19 new clients since completing the

capital raising and readmission to the ASX (RTO) at the end of Q2 FY21.

• Announced the proposed acquisition of PrimaryMarkets, Australia’s leading online share trading, capital raising and share registry platform for unlisted company securities.

• Founder of PrimaryMarkets, Gavin Solomon to join Complii board as an Executive Director and founder of ThinkCaddie, Nick Prosser joins the Complii board as a NonExecutive Director.

• Group revenue receipts from customers was $698,000 in the Q1 FY22 with business development focused on projects set to be delivered in Q2 FY22. Payments for staff and operating costs declined by 1.5% to $1,186,000 in Q1 FY22 compared to Q4 FY21.

• Generated a $135,000 increase to group Annual Recurring Revenue (ARR) from new clients and additional modules to existing clients in Q1 FY22. This represents an increase in licence recurring revenue of 7% from the previous quarter and 111% from the prior year period.

Complii FinTech Solutions Ltd ABN 71 098 238 585 Level 6, 56 Pitt Street, Sydney NSW 2000

www.complii.com.au investors@complii.com.au Telephone: 02 9235 0028

ASX Announcement 29 October 2021

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Reached milestone Continued of signing 100 clients and beyond to increase Annual Recurring Revenue Continued uplift in ARR during Q1 FY22

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19 New clients signed since ASX listing on 17 December 2020 & 7 New clients in Q1 FY22.

Outlook

Complii continues to grow the customer base across the group’s core product and service offerings. Complii has seen another steady increase in client signing during this quarter which will result in an increase of recurring revenue in the following quarter, and is expecting to continue this growth trajectory through the coming quarters.

Throughout Q1 FY22, Complii has focused resources on projects due to be delivered to clients in Q2 FY22, as well as onboarding new clients to the platform. Complii has now delivered on these value-adding short term initiatives and is focusing on medium and long term projects for the remainder of FY22. These projects will result in enduring revenue growth as we build out Complii’s service offering to the financial services sector and beyond.

During Q1 FY22 Complii announced the acquisition of PrimaryMarkets, which is set to complete on the 3 November 2021. Founded in 2016, PrimaryMarkets is an independent global Platform providing liquidity and enabling the trading of securities and shares in unlisted and private companies. This acquisition provided an opportunity for growth to Complii’s footprint by acquiring an asset which has no significant existing competitor in Australasia. As Complii’s core platform enables its customers to raise capital in both listed and unlisted securities, we will now be in a position to offer our customers a platform to provide liquidity in those unlisted companies. PrimaryMarkets allows investors to invest in US “unicorn” stocks such as Virtual Gaming Worlds and Animoca Brands and facilitates other opportunities for Australian investors interested in trading in alternative financial securities.

This transaction will see a significant increase in the combined group's revenue from Q2 FY22 and beyond.

Complii FinTech Solutions Ltd

www.complii.com.au investors@complii.com.au Telephone: 02 9235 0028

ABN 71 098 238 585 Level 6, 56 Pitt Street, Sydney NSW 2000

ASX Announcement 29 October 2021

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In addition to the PrimaryMarkets transaction, Complii continues to explore appropriate and complementary business expansion opportunities, whilst remaining focused on the review and execution of its organic growth strategy, to deliver new products and services to existing customers and grow the customer base.

Complii is expecting an R&D tax incentive rebate of circa $950,000 in Q2 FY22 relating to activities in FY21.

Complii retains $3,273,000 cash, with no debt, at the end of Q1 FY22 and remains well-funded to deliver on its vision of becoming the financial services industry standard in targeted risk, compliance and business technology.

Complii Executive Chairman Craig Mason commented: We’re delighted to report another quarter which has delivered substantial customer growth whilst executing several business development opportunities which should lead to meaningful revenue growth during the December quarter. We are very excited about the imminent transformational acquisition of PrimaryMarkets, Australia’s leading online trading platform. This acquisition outlines Complii’s ambition to acquire complementary, innovative fintech businesses and to grow the company into a leading service provider to the financial services industry.

Financials

Cash available as at 30 September 2021 was $3,273,000 (Q4 FY21 $3,998,000). Notable operating cash flow items included:

• $698,000 receipts from customers (Q4 FY21: $759,000);

• $498,000 of staff costs (Q4 FY21: $516,000);

• $689,000 of administration and corporate costs (Q4 FY21: $687,000). Staff, administration and corporate costs includes $40,000 once off consulting, audit and company secretarial costs.

Payments to related parties in Q1 FY22 were $130,000 (Q4 FY21: $112,000). These payments represent director fees and director consulting fees. All transactions involving directors and their associates were on normal commercial terms.

Further details of the cash flows of the Company are set out in the attached Appendix 4C.

Complii FinTech Solutions Ltd ABN 71 098 238 585 Level 6, 56 Pitt Street, Sydney NSW 2000

www.complii.com.au investors@complii.com.au Telephone: 02 9235 0028

ASX Announcement 29 October 2021

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Use of Funds Update

The Company was re-admitted to the official list of the Australian Securities Exchange ( ASX ) on 17 December 2020 ( Admission ), having successfully completed a $7.0 million capital raising on 10 December 2020. The current quarter is included in a period covered by a Use of Funds statement and expenditure program in the prospectus dated 11 November 2020 under Listing Rule 1.1 condition 3.

A comparison of the Company’s actual expenditure since the date of Admission against estimated expenditure in the Use of Funds statement and expenditure program is set out in the table below:

Use of Funds	Maximum	Actual Quarter	Justification Spend
	Subscription	Spend	from Prospectus to
	($7.0 million)		Actuals
Complii product development and integration	1,580,000 400,000 On track
Marketing of Complii Platform	1,000,000 79,000 On track
Strategic and acquisition opportunities	690,000 76,000 On track
Business expansion costs	2,000,000 - Seeking appropriate opportunity
Costs of the Public Offer	721,000 - On track
Other costs associated with the Proposed Acquisition	250,000 - On track
Working capital following Public Offer1	759,000 868,000 Exceeded
Total Use of Funds	7,000,000	1,423,000

Notes:

1. This includes costs that were higher than budgeted for year end audit, accounting, secretarial and other payments for the group’s business operations

Corporate

Effective from 1 July 2021 Nick Prosser joined the Company’s Board of Directors as a NonExecutive Director. Nick is a highly regarded fintech specialist with over 20 years’ experience in the internet, communications and telecommunications industry. He was the founder and director of ThinkCaddie, a complementary business acquired by Complii in November 2019 prior to the off-market takeover of Complii Limited in December 2020.

Complii FinTech Solutions Ltd

www.complii.com.au investors@complii.com.au Telephone: 02 9235 0028

ABN 71 098 238 585 Level 6, 56 Pitt Street, Sydney NSW 2000

ASX Announcement 29 October 2021

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On 3 November 2021, Gavin Solomon will join the Complii Board as Executive Director. Gavin is the Founder of PrimaryMarkets Limited (Australia). Gavin has over 35 years’ experience in the Australian and Asian Equity Capital Markets. Gavin was previously the Founder and Managing Director of Helmsec Global Capital, a pan-Asian ECM house which participated in new capital raisings of over US$1.3B from 2008 to 2015. Gavin holds degrees in Commerce and Law, is a Notary Public and is a Fellow of the Australian Institute of Company Directors. Gavin was for the past 8 years a Non-Executive Director of the Bradman Foundation and International Cricket Hall of Fame.

This announcement was authorised to be given to ASX by the Board of Directors of Complii FinTech Solutions Ltd.

- ENDS -

For more information please contact:

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Craig Mason Executive Chairman 0437 444 881 investors@complii.com.au

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Alison Sarich Managing Director (02) 9235 0028 investors@complii.com.au

Complii FinTech Solutions Ltd ABN 71 098 238 585 Level 6, 56 Pitt Street, Sydney NSW 2000

www.complii.com.au investors@complii.com.au Telephone: 02 9235 0028

Rule 4.7B

Appendix 4C Quarterly cash flow report for entities subject to Listing Rule 4.7B

Name of entity

COMPLII FINTECH SOLUTIONS LIMITED (ASX: CF1)

ABN Quarter ended (“current quarter”) 71 098 238 585 30 September 2021

Consolidated statement of cash flows	Consolidated statement of cash flows	Current quarter	Year to date (3
		$A’000	months)
			$A’000
1.	Cash flows from operating activities
1.1	Receipts from customers	698	698
1.2	Payments for
	(a)research and development	-	-
	(b)product manufacturing and operating	-	-
	costs
	(c)advertising and marketing	(78)	(78)
	(d)leased assets	-
	(e)staff costs	(498)	(498)
	(f)administration and corporate costs	(689)	(689)
1.3	Dividends received (see note 3)	-	-
1.4	Interest received	-	-
1.5	Interest and other costs of finance paid	-	-
1.6	Income taxes paid	-	-
1.7	Government grants and tax incentives	-	-
1.8	Other (GST and Other ATO related receipts	(149)	(149)
	and payments)
1.9	Net cash from / (used in) operating	(715)	(715)
	activities
2.	Cash flows from investing activities
2.1	Payments to acquire or for:
	(a)entities	-	-
	(b)businesses	-	-
	(c)property, plant and equipment	(9)	(9)
	(d)investments	-	-
	(e)intellectual property	-	-

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ASX Listing Rules Appendix 4C (17/07/20) + See chapter 19 of the ASX Listing Rules for defined terms.

Appendix 4C Quarterly cash flow report for entities subject to Listing Rule 4.7B

	(f)other non-current assets	-	-
2.2	Proceeds from disposal of:
	(a)entities	-	-
	(b)businesses	-	-
	(c)property, plant and equipment	-	-
	(d)investments	-	-
	(e)intellectual property	-	-
	(f)other non-current assets	-	-
2.3	Cash flows from loans to other entities	-	-
2.4	Dividends received (see note 3)	-	-
2.5	Other (Deposit Refund/ (Deposit Paid))	-	-
2.6	Net cash from / (used in) investing	(9)	(9)
	activities
3.	Cash flows from financing activities
3.1	Proceeds from issues of equity securities
	(excluding convertible debt securities)	-	-
3.2	Proceeds from issue of convertible debt	-	-
	securities
3.3	Proceeds from exercise of options	-	-
3.4	Transaction costs related to issues of	-	-
	equity securities or convertible debt
	securities
3.5	Proceeds from borrowings	-	-
3.6	Repayment of borrowings	-	-
3.7	Transaction costs related to loans and	-	-
	borrowings
3.8	Dividends paid	-	-
3.9	Other (Opening Bank Balances at 17	-	-
	December 2020)
3.10	Net cash from / (used in) financing	-	-
	activities
4.	Net increase / (decrease) in cash and
	cash equivalents for the period
4.1	Cash and cash equivalents at beginning of
	period	3,998	3,998
4.2	Net cash from / (used in) operating	(715)	(715)
	activities (item 1.9 above)
4.3	Net cash from / (used in) investing activities	(9)	(9)
	(item 2.6 above)
4.4	Net cash from / (used in) financing activities	-	-
	(item 3.10 above)

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ASX Listing Rules Appendix 4C (17/07/20) + See chapter 19 of the ASX Listing Rules for defined terms.

Appendix 4C Quarterly cash flow report for entities subject to Listing Rule 4.7B

4.5	Effect of movement in exchange rates on	(1)	(1)
	cash held
4.6	Cash and cash equivalents at end of	3,273	3,273
	period
5.	Reconciliation of cash and cash	Current quarter	Previous quarter
	equivalents	$A’000	$A’000
	at the end of the quarter (as shown in the
	consolidated statement of cash flows) to the
	related items in the accounts
5.1	Bank balances	3,150	3,875
5.2	Call deposits	-	-
5.3	Bank overdrafts	-	-
5.4	Other (Security Deposit)	123	123
5.5	Cash and cash equivalents at end of	3,273	3,998
	quarter (should equal item 4.6 above)
6.	Payments to related parties of the entity	and their	Current quarter
	associates		$A'000
6.1	Aggregate amount of payments to related parties and their		130
	associates included in item 1
6.2	Aggregate amount of payments to related parties and their		-
	associates included in item 2
These payments represent Director fees, Director consulting fees and		reimbursements of expenses. All transactions
involving	Directors and associates were on normal commercial terms.
7.	Financing facilities	Total facility	Amount drawn at
	Note: the term “facility’ includes all forms of financing arrangements available to the entity. Add notes as necessary for an understanding of the sources of finance available to the entity. amount at quarter end $A’000		quarter end $A’000
7.1	Loan facilities	-	-
7.2	Credit standby arrangements	-	-
7.3	Other (please specify)	-	-
7.4	Total financing facilities	-	-
7.5	Unused financing facilities available at quarter end		-
7.6	Include in the box below a description of each facility above, including		the lender, interest
	rate, maturity date and whether it is secured or unsecured. If any additional financing
	facilities have been entered into or are proposed to be entered into after quarter end,
	include a note providing details of those facilities as well.

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ASX Listing Rules Appendix 4C (17/07/20) + See chapter 19 of the ASX Listing Rules for defined terms.

Appendix 4C Quarterly cash flow report for entities subject to Listing Rule 4.7B

8.	Estimated cash available for future operating activities	$A’000
8.1	Net cash from / (used in) operating activities (item 1.9)	(715)
8.2	Cash and cash equivalents at quarter end (item 4.6)	3,273
8.3	Unused finance facilities available at quarter end (item 7.5)	-
8.4	Total available funding (item 8.2 + item 8.3)	3,273
8.5	Estimated quarters of funding available (item 8.4 divided by item 8.1)	4.58
	Note: if the entity has reported positive net operating cash flows in item 1.9, answer item 8.5 as “N/A”. Otherwise, a
	figure for the estimated quarters of funding available must be included in item 8.5.
8.6	If item 8.5 is less than 2 quarters, please provide answers to the following questions:
	8.6.1 Does the entity expect that it will continue to have the current level of net operating
	cash flows for the time being and, if not, why not?
	Answer:
	N/A
	8.6.2 Has the entity taken any steps, or does it propose to take any steps, to raise further
	cash to fund its operations and, if so, what are those steps and	how likely does it
	believe that they will be successful?

Answer:

N/A

8.6.3 Does the entity expect to be able to continue its operations and to meet its business objectives and, if so, on what basis?

Answer:

N/A

Note: where item 8.5 is less than 2 quarters, all of questions 8.6.1, 8.6.2 and 8.6.3 above must be answered.

Compliance statement

• 1 This statement has been prepared in accordance with accounting standards and policies which comply with Listing Rule 19.11A.

• 2 This statement gives a true and fair view of the matters disclosed.

Date: .... 29 October 2021 ...........................................

Authorised by: .... Board of Directors ..................................

(Name of body or officer authorising release – see note 4)

Notes

1. This quarterly cash flow report and the accompanying activity report provide a basis for informing the market about the entity’s activities for the past quarter, how they have been financed and the effect this has had on its cash position. An entity that wishes to disclose additional information over and above the minimum required under the Listing Rules is encouraged to do so.

2. If this quarterly cash flow report has been prepared in accordance with Australian Accounting Standards, the definitions in, and provisions of, AASB 107: Statement of Cash Flows apply to this report. If this quarterly cash flow report has been prepared in accordance with other accounting standards agreed by ASX pursuant to Listing Rule 19.11A, the corresponding equivalent standard applies to this report.

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ASX Listing Rules Appendix 4C (17/07/20)

• See chapter 19 of the ASX Listing Rules for defined terms.

Appendix 4C

Quarterly cash flow report for entities subject to Listing Rule 4.7B

1. Dividends received may be classified either as cash flows from operating activities or cash flows from investing activities, depending on the accounting policy of the entity.

2. If this report has been authorised for release to the market by your board of directors, you can insert here: “By the board”. If it has been authorised for release to the market by a committee of your board of directors, you can insert here: “By the [ name of board committee – eg Audit and Risk Committee ]”. If it has been authorised for release to the market by a disclosure committee, you can insert here: “By the Disclosure Committee”.

3. If this report has been authorised for release to the market by your board of directors and you wish to hold yourself out as complying with recommendation 4.2 of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations , the board should have received a declaration from its CEO and CFO that, in their opinion, the financial records of the entity have been properly maintained, that this report complies with the appropriate accounting standards and gives a true and fair view of the cash flows of the entity, and that their opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

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ASX Listing Rules Appendix 4C (17/07/20) + See chapter 19 of the ASX Listing Rules for defined terms.