CREDIT CLEAR LIMITED — Capital/Financing Update 2021

Dec 15, 2021

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Announcement Summary

Entity name

CREDIT CLEAR LIMITED

Announcement Type

New announcement

Date of this announcement

16/12/2021

The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

==> picture [8 x 9] intentionally omitted <==

An offer of securities under a securities purchase plan A placement or other type of issue

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
CCR	ORDINARY FULLY PAID	10,000,000

+Record date

15/12/2021

Offer closing date

4/2/2022

+Issue date

11/2/2022

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
CCR	ORDINARY FULLY PAID	63,750,000

Proposed +issue date 23/12/2021

Refer to next page for full details of the announcement

Proposed issue of securities

1 / 11

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 1 - Entity and announcement details

1.1 Name of +Entity

CREDIT CLEAR 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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ACN

Registration Number 604797033

1.3 ASX issuer code

CCR

1.4 The announcement is

==> picture [8 x 8] intentionally omitted <==

New announcement

1.5 Date of this announcement

16/12/2021

1.6 The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

==> picture [8 x 9] intentionally omitted <==

An offer of +securities under a +securities purchase plan A placement or other type of issue

Proposed issue of securities

2 / 11

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan issue can proceed on an unconditional basis? No

Proposed issue of securities

3 / 11

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 4B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

CCR : ORDINARY FULLY PAID

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

CCR : ORDINARY FULLY PAID

Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 10,000,000

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? No

Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? Yes

Is the minimum acceptance unit based or dollar based? Dollar based ($)

Please enter the minimum acceptance value

$ 2,500

Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? Yes Is the maximum acceptance unit based or dollar based? Dollar based ($)

Please enter the maximum acceptance value

$ 30,000

Proposed issue of securities

4 / 11

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Describe all the applicable parcels available for this offer in number of securities or dollar value $2,500, $5,000, $10,000, $15,000, $20,000, $25,000 or $30,000 Offer price details Has the offer price been determined? No In what currency will the offer be made? AUD - Australian Dollar

How and when will the offer price be determined? Refer Part 4F.4 Oversubscription & Scale back details Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements CCR reserves the right to scale back the SPP at its absolute discretion and in accordance with the SPP offer booklet that will be dispatched on the SPP opening date. Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 4C - Timetable 4C.1 Date of announcement of +security purchase plan 16/12/2021 4C.2 +Record date 15/12/2021 4C.3 Date on which offer documents will be made available to investors 20/12/2021 4C.4 Offer open date 20/12/2021 4C.5 Offer closing date 4/2/2022 4C.7 +Issue date and last day for entity to announce results of +security purchase plan offer 11/2/2022

Proposed issue of securities

5 / 11

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 4D - Listing Rule requirements

4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Yes

Part 4E - Fees and expenses

4E.1 Will there be a lead manager or broker to the proposed offer? No

4E.2 Is the proposed offer to be underwritten? No

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

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

Part 4F - Further Information

4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue Pay for acquisition of Asset - refer investor presentation made 16 December 2021

4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No 4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer All jurisdictions outside of Australia and New Zealand. 4F.3 URL on the entity's website where investors can download information about the proposed offer https://creditclear.com.au/investor-centre/results-and-reports.html

Proposed issue of securities

6 / 11

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

4F.4 Any other information the entity wishes to provide about the proposed offer

The issue price will be $0.40 per New Share (being the same price paid by institutional and wholesale investors under the Placement) provided that price is at least 80% of the 5-day VWAP of Credit Clear shares, which is to be calculated over the five days before the proposed issue date of the SPP (expected to be 11 February 2022) (Calculation Period).

However, if $0.40 is less than 80% of the 5-day VWAP of Credit Clear Shares over the Calculation Period, then the Issue Price will be the lower of:

¿ the price that is 80% of the VWAP over the Calculation Period; or

¿ $0.413 (which is 80% of the VWAP for Credit Clear shares calculated over the 5 day period up to the announcement of the Offer).

Credit Clear will confirm the Issue Price on the issue date (expected to be 11 February 2022).

Proposed issue of securities

7 / 11

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 21/1/2022 Estimated

Comments

The Placement consists of two tranches. 31,853,011 placement shares will be issued under the Company's Listing Rule 7.1 placement capacity on the proposed issue date (Tranche 1). The remaining 31,896,989 placement shares will be issued subject to shareholder approval (Tranche 2). Tranche 2 also includes subscriptions by Directors which require shareholder approval under Listing Rule 10.11. Tranche 2 is expected to be issued on or around 28 January 2022, following receipt of necessary approvals

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? No

Details of +securities proposed to be issued

ASX +security code and description

CCR : ORDINARY FULLY PAID

Number of +securities proposed to be issued

63,750,000

Offer price details

Are the +securities proposed to be issued being issued for a cash

Proposed issue of securities

8 / 11

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.40000

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

Part 7C - Timetable

7C.1 Proposed +issue date

23/12/2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

31,853,011

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

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

Proposed issue of securities

9 / 11

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Bell Potter Securities Limited

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

2% of the proceeds of the Placement

7E.2 Is the proposed issue to be underwritten? Yes

7E.2a Who are the underwriter(s)?

Bell Potter Securities Limited

7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)?

The entire Placement is being underwritten Bell Potter Securities Limited.

The SPP is not underwritten

7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?

2% of the proceeds of the Placement

7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.

Refer to the Investor Presentation lodged with the ASX on 16 December 2021.

7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? No

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

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

To pay for the acquisition of an Asset. refer Investor Presentation released to the ASX on 16 December 2021.

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

N/A

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:

==> picture [8 x 5] intentionally omitted <==

Proposed issue of securities

10 / 11

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

Proposed issue of securities

11 / 11