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FRONTIER DIGITAL VENTURES LIMITED Capital/Financing Update 2018

May 22, 2018

64907_rns_2018-05-22_0a77b32b-c5b5-4d04-bc53-a4bdb2478959.pdf

Capital/Financing Update

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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

Frontier Digital Ventures Ltd (FDV)

ABN

25 609 183 959

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)
Fully paid ordinary shares (Shares)
FDV
proposes
to
issue
approximately
22,153,846
Shares
pursuant
to
a
fully
underwritten
accelerated
pro-rata
non-
renounceable entitlement offer as detailed in the
ASX announcement released by FDV on 23
May 2018 (Entitlement Offer).
The final number of Shares issued under the
Entitlement Offer, and the split of those
Shares between the institutional and retail
components of the Entitlement Offer, will be
subject to the determination of FDV,
reconciliationandrounding.
Fully Paid Ordinary Shares ranking pari passu
with existing securities
  • See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

4 Do the[+] securities rank equally in From their issue date, the Shares issued under all respects from the[+] issue date the Entitlement Offer will be on the same terms with an existing[+] class of quoted as existing Shares on issue and will rank +securities? equally in all respects with the existing Shares. 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 $0.65 per share 6 Purpose of the issue The proceeds raised from the Offer will be used (If issued as consideration for the by Frontier to participate in upcoming funding acquisition of assets, clearly rounds for its investments and to accelerate identify those assets) monetisation of existing investments. 6a Is the entity an[+] eligible entity that N/A 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 N/A resolution under rule 7.1A was passed 6c Number of +securities issued N/A without security holder approval under rule 7.1 6d Number of[+] securities issued with N/A security holder approval under rule 7.1A

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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)
N/A N/A
22,153,846

N/A
N/A
N/A
The issue date for the institutional component of
the Entitlement Offer is scheduled to be on 4
June 2018
The issue date for the retail component of the
Entitlement Offer is schedule to be on 25 June
2018.
Number +Class
153,265,055 Fully paid ordinary
shares
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the+securities in section
2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
90,464,857
1,300,000
ASX Escrowed Shares
Employee
Performance Rights
subject to the
achievement of
vesting conditions
issuing on the basis of
1 Ordinary Share for 1
vested Performance
Right
Shares issued under the Entitlement Offer will
have the same dividend rights as existing
Shares

Part 2 - Pro rata issue

11
Is
security
holder
approval
required?
12
Is the issue renounceable or non-
renounceable?
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
No
Non-renounceable
1 new Share for every 10 Shares at the record
date for the Entitlement Offer
Fully paid ordinary shares
7pm (AEST) on 28 May 2018.
No
Any fractions arising in the calculation of
entitlement will be rounded up to the nearest
whole number of new Shares.
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

18
Names of countries in which the
entity has security holders who will
not be sent new offer 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 offer documents 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
For
the
institutional
component
of
the
Entitlement Offer, all countries other than
Australia,
New
Zealand,
Hong
Kong,
Singapore and the United Kingdom and any
other jurisdictions as agreed between FDV,
Bell Potter Securities Limited and Morgans
Corporate Limited.
For the retail component of the Entitlement
Offer, all countries other than Australia and
New Zealand.
Institutional entitlement offer closes 25 May
2018.
Retailentitlement offercloses15 June2018.
Jointly underwritten by Bell Potter Securities
Limited and Morgans Corporate Limited.
a management fee of 2% of the institutional
offer proceeds; and
an underwriting fee of 2% of the institutional
offerproceeds.
N/A
N/A
N/A
N/A
No prospectus or other disclosure document is
being
prepared
in
connection
with
the
Entitlement Offer. A Retail Entitlement Offer
Booklet and Entitlement and Acceptance Form
will be sent to eligible retail shareholders in
connection with the retail component of the
Entitlement Offeronoraround 31 May2018.
N/A
N/A
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

applicable)
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
+Issue date
N/A
N/A
N/A
N/A
The issue date is scheduled for 4 June 2018
for the institutional entitlement offer and 25
June 2018 for the retail entitlement offer.

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

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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[+] 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 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.

Appendix 3B Page 7

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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: 23 May 2018 (Company Secretary)

Print name: Mark Licciardo

== == == == =

  • See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013