GRATIFII LIMITED — Capital/Financing Update 2017

Aug 15, 2017

This is a supplementary prospectus dated 16 August 2017 intended to be read with the first supplementary prospectus dated 1 August 2017, the Replacement Prospectus dated 19 July 2017 and Original Prospectus dated 15 June 2017, relating to the Offer by Mobecom Limited.

MOBECOM LIMITED ACN 125 688 940 (ASX:MBM) (‘Company’)

SECOND SUPPLEMENTARY PROSPECTUS

IMPORTANT NOTICE

This is a supplementary prospectus (‘Second Supplementary Prospectus’) intended to be read in conjunction with supplementary prospectus dated 1 August 2017 (‘First Supplementary Prospectus’), the Replacement Prospectus dated 19 July 2017 (‘Prospectus’) and Prospectus dated 15 June 2017 (‘Original Prospectus’) issued by the Company for the purposes of the Offer of Shares to be issued by the Company in connection with the Company’s application to re – list on the ASX following a change to the nature and scale of the Company’s activities.

This Second Supplementary Prospectus is dated 16 August 2017 and was lodged with the ASIC on that date. ASIC and ASX take no responsibility for the contents of the Prospectus or this Second Supplementary Prospectus.

This Second Supplementary Prospectus must be read together with the First Supplementary Prospectus and the Prospectus. Pursuant to section 719(4) of the Corporations Act, the Prospectus is taken to include the First Supplementary Prospectus and this Second Supplementary Prospectus. Terms used in this Second Supplementary Prospectus have the same meaning as in the Prospectus unless otherwise defined or the contrary intention appears. If there is a conflict between the First Supplementary Prospectus, the Prospectus and this Second Supplementary Prospectus, this Second Supplementary Prospectus will prevail.

This Second Supplementary Prospectus will be issued in both hard copy and electronic versions. The electronic version of the First Supplementary Prospectus and the Prospectus may be viewed online at www.waratahresources.com.au. The Offer is available to persons receiving an electronic version of the Prospectus, the First Supplementary Prospectus and this Second Supplementary Prospectus in Australia. The Corporations Act prohibits any person from passing onto another person the Application Form unless it is attached to or accompanied by a complete and unaltered version of the Prospectus.

During the period of the Offer, any person may obtain a hard copy of the Prospectus, the First Supplementary Prospectus and this Second Supplementary Prospectus by contacting the Company. This Second Supplementary Prospectus does not constitute an offer or invitation in any place which, or to any person whom, it would not be lawful to make such an offer or invitation. The distribution of this Second Supplementary Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Second Supplementary Prospectus should seek advice on and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

1. EXTENSION OF CLOSING DATE OF OFFERS

The Closing Date has been extended to 5:00 pm (EST) on 30 August 2017. The Directors reserve the right, at their discretion, to close the Offers early or further extend the Offers.

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This is a supplementary prospectus dated 16 August 2017 intended to be read with the first supplementary prospectus dated 1 August 2017, the Replacement Prospectus dated 19 July 2017 and Original Prospectus dated 15 June 2017, relating to the Offer by Mobecom Limited.

2. REVISED TIMETABLE

As a consequence of the extension of the Offers’ Closing Date, the following dates in the indicative timetable set out on page 5 of the Prospectus will now apply:

Indicative Timetable	Date
Original Prospectus lodged with ASIC	15 June 2017
Lodgment of Replacement Prospectus with ASIC	19 July 2017
Opening Date	19 July 2017
Lodgment of the First Supplementary Prospectus	1 August 2017
Lodgment of this Second Supplementary Prospectus	16 August 2017
Closing Date	30 August 2017
Completion of proposed Acquisition	1 September 2017
Issue of Shares under the Offers	6 September 2017
Dispatch of holding statements	12 September 2017
Expected date for Shares to be reinstated to trading on ASX(subject to ASX’s discretion)	18 September 2017

The dates shown above are indicative only and may be varied without written notice. In particular, the Company reserves the right to vary the Closing Date without prior notice, which may have a consequential effect on the other dates.

Approval for the issue of securities for the purposes of the Offer was granted by the Company’s shareholders at the General Meeting of the Company held on 1 May 2017. The Company has applied for a waiver to enable it to extend the period by which it may issue the securities through to 19 September 2017 in order to accord with the revised timetable set out above.

ASX may not approve the application for a further waiver, in which case, the Company will be required to call a general meeting of its shareholders to approve the transaction to acquire CSB Engage and to issue the securities that were previously approved to be issued for the purposes of the Offer and the acquisition of CSB Engage

Therefore, in the event that ASX do not provide a waiver and a General Meeting is required to be held, the Offer will be conditional upon re-approval by the Company’s Shareholders of the resolutions relating to the issuance of securities subject of the Offer and the acquisition of CSB Engage.

3. Re-classification of current liabilities

The CSB Engage Group owes $703,647 to related parties, which amounts are set out as current liabilities in the Pro Forma Historical Statement of Financial Position for the Company in Section 4.4 of the Prospectus. In order to free up working capital in the immediate future, the parties to these related party debts have agreed, among other things to vary the terms and conditions of

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This is a supplementary prospectus dated 16 August 2017 intended to be read with the first supplementary prospectus dated 1 August 2017, the Replacement Prospectus dated 19 July 2017 and Original Prospectus dated 15 June 2017, relating to the Offer by Mobecom Limited.

each relevant debt such that each relevant amount is not due to be repaid on or before the date which is 56 weeks after the date on which Mobecom’s shares are re-admitted for quotation on ASX’s Official List.

As a consequence of the extension of time to repay the related party liabilities, these liabilities are re-classified as non-current liabilities, and the Pro Forma Historical Statement of Financial Position for the Company in Section 4.4 of the Prospectus is replaced with the following:

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This is a supplementary prospectus dated 16 August 2017 intended to be read with the first supplementary prospectus dated 1 August 2017, the Replacement Prospectus dated 19 July 2017 and Original Prospectus dated 15 June 2017, relating to the Offer by Mobecom Limited.

Further, a new note is to be added to the Prospectus on page 56, paragraph reference 4.5(b)(viii), as follows:

Re-classified amounts due to related parties

Amounts owing to related parties total $703,647. As agreed with each party, these amounts and any accrued interest (if any), are not required to be repaid on or before the date which is 56 weeks after the date on which Mobecom’s shares are re-admitted for quotation on ASX’s Official List. Accordingly, the total amount owing of $703,647 has been re-classified to non-current liabilities.

4. RIGHT TO WITHDRAW

In accordance with the Corporations Act, the Company must give Applicants who have applied for Shares under the Prospectus a copy of this Second Supplementary Prospectus a one (1) month right from the date of Second Supplementary Prospectus to withdraw their Application and be repaid their Application Money in full.

If an Applicant elects to withdraw their Application, the Company will not pay interest on Application Monies refunded.

Any Applicant investor who has already submitted an Application as at the date of this Second Supplementary Prospectus, and wishes to obtain a refund of their Application Monies, should provide a written request to the Company as set out below by 5pm (EST) on 16 September 2017.

Applicants may withdraw their Applications and be repaid any Application Monies upon written request to the Company as follows:

Mailed to: Mobecom Limited or Mobecom Limited Suite 6, Level 13, 3 Spring St c/- Boardroom Pty Ltd Sydney NSW 2000 Level 12, 225 George Street Sydney NSW 2000

Or delivered to:

Boardroom Pty Ltd Level 12, 225 George Street Sydney NSW 2000

Please note: The details of the refund cheque (including the address to which it should be sent) must correspond to the details contained in the Application Form lodged by that Applicant.

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This is a supplementary prospectus dated 16 August 2017 intended to be read with the first supplementary prospectus dated 1 August 2017, the Replacement Prospectus dated 19 July 2017 and Original Prospectus dated 15 June 2017, relating to the Offer by Mobecom Limited.

5. DIRECTORS’ CONSENT

Each of the Directors of Mobecom Limited has consented to the lodgment of this Second Supplementary Prospectus with ASIC.

Signed for and on behalf of Mobecom Limited

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Sir Warwick Andrew

Non-Executive Chairman, Mobecom Limited

Dated: 16 August 2017

This is an important document and should be read in its entirety. If you do not understand this Second Supplementary Prospectus you should consult your professional advisers without delay. The Shares offered by this Second Supplementary Prospectus are of a speculative nature.

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