GRATIFII LIMITED — Capital/Financing Update 2016

Jan 13, 2016

ASX ANNOUNCEMENT

14 JANUARY 2016

==> picture [136 x 111] intentionally omitted <==

COMPANY SNAPSHOT

ASX: WGO

LETTER OF INTENT WITH TULLA TECHNOLOGY

CAPITAL STRUCTURE

Waratah Resources Limited (ASX: WGO) (“ Waratah ” or “ the Company ”), announces that it has entered into a non‐binding Letter of Intent (LOI) with Tulla Technology Pty Ltd (ACN 609 957 682).

Tulla Technology is wholly owned by Tulla Group ‐ the investment arm of the Maloney family.

Under the LOI, Waratah has appointed Tulla Technology to provide certain services, including in connection with the acquisition by Waratah of potential technology businesses and the development of other relationships in this space, and in return for which it is expected that Tulla Technology will receive shares in Waratah in respect of each resulting transaction (the quantum of which shall be agreed on a case‐by‐case basis, having regard to the respective market values of Waratah shares and Tulla Technology's services).

It is the intention of Waratah and Tulla Technology to build on the success of Tulla's outstanding reputation and track record of building and growing many businesses, including The MAC Services Group Limited, a mining services company that was listed on the ASX in April 2007 and sold to Oil States International in December 2010 for $651M.

Waratah and Tulla will look to explore different investment options in the technology sector with a view to developing and deepening Waratah's presence in this sector. In the short term:

(a) Waratah plans to raise further general working capital through a placement to sophisticated or professional investors; and

(b) Waratah plans with the assistance of Tulla to identify at least one technology business acquisition target, and subject to the necessary formalities and requisite approvals, as soon as possible complete the necessary formalities for Waratah to acquire the shares or assets of such entity.

Ordinary shares on issue: 470M

BOARD & MANAGEMENT

Sir Warwick Andrew Non-Executive Chairman

Mandeep Bhandari Non-Executive Director

Graham Duncan Non-Executive Director

Neil Herbert Non-Executive Director

Clive Sinclair-Poulton Non-Executive Director

Ben Kirkpatrick CEO

Anne Adaley Company Secretary & CFO

COMMODITIES DIVISION

PROJECTS

Mekambo-Est Republic of Gabon Tchibanga Republic of Gabon Waka Republic of Gabon Makokou Republic of Gabon

CONTACT INFORMATION

T : +61 2 9232 6383

In due course, it is anticipated that Waratah may be required to seek requisite approvals from its shareholders to alter its principal business activities, and accordingly Waratah will observe all ASX procedures relative to a change of principal business from mining to technology.

F: + 61 2 9221 1016

E : info@waratahresources.com.au A : Level 2, 66 Hunter St SYDNEY NSW 2000

W: waratahresources.com.au

==> picture [71 x 58] intentionally omitted <==

ABOUT WARATAH RESOURCES

Waratah Resources Limited (ASX: WGO) is an ASX listed company with three mineral licences, and presently awaiting the fourth Mekambo Iron ore licence to be renewed in the Republic of Gabon. The company has developed a commodities trading business, for the movement of thermal coal out of Indonesia.

The Company announced in April 2015 that it is exploring opportunities to list its African assets via an AIM listing. The Company has made progress with this venture and looks forward to updating the market in due course.

Under Listing Rules 11.1 to 11.3, the ASX has provided guidance for ASX companies to assist in transactions that may result in a significant change to the nature or scale of a listed entity's activities. Shareholders must approve any significant change, and it is the company's intention to provide a full outline of its proposed new business to shareholders.

ABOUT TULLA TECHNOLOGY

Tulla Technology is Tulla Group's technology investment division. Tulla Technology includes a technology advisory and development house primarily associated with technology investment as an asset class, due diligence of technology related entities, innovation incentives, software monetisation, go‐to‐market strategy and capital raising.

Tulla Technology has been invested in and advising the technology sector for close to a decade, historically maintaining a strategic focus on enterprise level software solutions and asset management technology.

Current Technology Investments: Procon Telematics, Whitesmiths Group, OCTFOLIO, SecureDDX.

Current Clients of lnvestee Companies: NSW Health, NSW Railcorp, NSW EPA, Byron Shire Council, Northern Territory Government, Adelaide City Council, Mackay Regional Council, Centacare, Tasmanian Health, Tasmanian Education, Chorus (New Zealand), AVIS, GE, Ergon Energy, Denver Public Schools and many more...

Strategic Partnerships within Technology Portfolio:

IBM TRIRIGA Partner (Asia Pacific), Telstra Enterprise Partner