GRATIFII LIMITED — Capital/Financing Update 2019

Oct 21, 2019

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

Name of entity

Mobecom Limited

ABN 47 125 688 940

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 a) Ordinary Shares b) Quoted Options c) Nil. Release of 10,495,499 unquoted options released from escrow only – not a new issue. 2 Number of[+] securities issued or a) 266,666 Ordinary Shares to be issued (if known) or maximum number which may b) 33,500,000 Quoted Options be issued c) Not Applicable – not a new issue. 3 Principal terms of the a) Fully paid Ordinary Shares +securities (e.g., if options, exercise price and expiry date; if b) 33,500,000 Quoted Options with an exercise partly paid +securities, the price of $0.10 each, exercisable on or before amount outstanding and due 30 June 2021. dates for payment; if +convertible securities, the c) Not Applicable – not a new issue. conversion price and dates for conversion)

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4 Do the+securities rank equally in all respects from the date of allotment 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that 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 resolution under rule 7.1A was passed	a) Yes, the shares will rank equally with existing fully paid ordinary shares. b) Shares issued upon exercise of options will rank equally with existing ordinary shares. c) Not Applicable – not a new issue.
	a) 266,666Ordinary Shares - $0.075 per share. b) 33,5000,000 Quoted Options with an exercise price of $0.10 per option. c) Not Applicable – not a new issue.
	d)
	a) Issue of Shares to Directors as approved by Shareholders at the General Meeting of the Company held on 27 September 2019. The funds raised will be used by the Company to support the rollout of airBux technology, Paid By Coins, research, development and working capital. b) Issue of free attaching options to Directors, unrelated sophisticated and professional investors and Novus Capital Limited as approved by Shareholders at the General Meeting of the Company held on 27 September 2019. c) Not Applicable – not a new issue.
	Yes
	30 November 2018

• See chapter 19 for defined terms.

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6c Number of +securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 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	Nil
	Nil
	Nil
	Nil
	Not Applicable
	Not Applicable

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 Dates of entering+securities into uncertificated holdings or despatch of certificates	7.1: 37,593,222 7.1A: 15,530,386
	21 October 2019

• Number +Class

• 8 Number and +class of all 265,026,845 Fully Paid Ordinary +securities quoted on ASX Shares ( including the securities in Quoted Options section 2 if applicab 33,500,000 exercisable at $0.10 each on or before 30 June 2021.

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9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)	Number	+Class
	50,000	Unlisted Options exercisable at $0.26 on or before 21 February 2020.
	65,000	Unlisted Options exercisable at $0.26 on or before 19 May 2020.
	5,700,000	Unlisted Options exercisable at $Nil on or before 11 October 2020.
	4,980,499	Unlisted Options exercisable at $0.26 on or before 11 October 2020.
	4,346,768	Unlisted Options exercisable at $0.26 (26 cents) on or before 31 December 2020, vest in three tranches, 1,434,432 on 1 Nov 2018, 1,434,432 on 1 July 2019 and 1,477,904 on 1 July2020.
	5,554,131	Unlisted Options exercisable at $0.29 cents on or before 30 June 2020.
	576,618	Unlisted Options exercisable at $0.26 (26 cents) each, exercisable on or before 31 December 2020. The options will vest in three tranches, 190,617 on 1 November 2018, 190,617 on 1 July 2019 and 195,384 on 1 July 2020.

• See chapter 19 for defined terms.

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Number	+Class
2,400,000	Unlisted Options with an exercise price of Nil consideration, exercisable on or before 22 August 2020 subject to escrow from the date of issue until 1 August 2019. The options will vest immediately.
636,545	Unlisted Options with an exercise price of $0.26 (26 cents) each, exercisable on or before 17 December 2021. The options will vest in three tranches, 211,393 on 1 July 2019, 211,393 on 1 July 2020 and 213,759 on 1July2021.
1,600,000	Unlisted Options with an exercise price of $Nil.
2,947,135	Unlisted Options exercisable at $0.05 each on or before 10 July2022.

10 Dividend policy (in the case of a Not applicable trust, distribution policy) on the increased capital (interests)

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Part 2 - Bonus issue or pro rata issue

11	Is security	holder approval	Not applicable
	required?
12	Is the issue renounceable or non-		Not applicable
	renounceable?
13	Ratio in which the+securities will		Not applicable
	be offered
14	+Class of+securities to which the		Not applicable
	offer relates
15	+Record date	to determine	Not applicable
	entitlements
16	Will holdings on different		Not applicable
	registers (or	subregisters) be
	aggregated	for calculating
	entitlements?
17	Policy for deciding entitlements		Not applicable
	in relation to fractions
18	Names of countries in which the		Not applicable
	entity has+security holders who
	will not be	sent new issue
	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	Not applicable
	acceptances or	renunciations
20	Names of any underwriters		Not applicable
21	Amount of any	underwriting fee	Not applicable
	or commission
22	Names of any brokers to the		Not applicable
	issue
23	Fee or commission payable to		Not applicable
	the broker to the issue

• See chapter 19 for defined terms.

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24	Amount of any handling fee	Not applicable
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of+security holders
25	If the issue is contingent on	Not applicable
	+security holders’ approval, the
	date of the meeting
26	Date entitlement and acceptance	Not applicable
	form and prospectus or Product
	Disclosure Statement will be sent
	to persons entitled
27	If the entity has issued options,	Not applicable
	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	Not applicable
	applicable)
29	Date rights trading will end (if	Not applicable
	applicable)
30	How do+security holders sell	Not applicable
	their entitlements_in full_through
	a broker?
31	How do+security holders sell	Not applicable
	part of their entitlements
	through a broker and accept for
	the balance?
32	How do +security holders	Not applicable
	dispose of their entitlements
	(except by sale through a
	broker)?
33	+Despatch date	Not applicable

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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: (a) and (b)

• (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 Refer to Annexure 1

• 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 5,001 - 10,000 10,001 - 100,000 100,001 and over Refer to Annexure 1

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 79,698,415 Ordinary Fully Paid Shares 39 +Class of +securities for which Fully Paid Ordinary Shares quotation is sought

• See chapter 19 for defined terms. Appendix 3B Page 8

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40 Do the[+] securities rank equally in Yes, the shares will rank equally with all respects from the date of allotment with an existing[+] class existing fully paid ordinary shares. 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

End of restriction period

(if issued upon conversion of another security, clearly identify that other security)

• Number +Class

• 42 Number and +class of all 265,026,845 Fully Paid Ordinary +securities quoted on ASX Shares ( including the securities in clause 38) 33,500,000 Quoted Options exercisable at $0.10 each on or before 30 June 2021.

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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 not available now, 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: 21 October 2019 Company Secretary

Print name: Anne Adaley

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

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----- Start of picture text -----

Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
Insert number of fully paid ordinary
securities on issue 12 months before date
of issue or agreement to issue 178,410,317
Add the following: Number of
Approved by
Date issued Ordinary
shareholders
• Number of fully paid ordinary shares
securities issued in that 12 month period under an exception in rule 7.2 17-Dec-1817-Dec-18 AGM 30 Nov 2019AGM 30 Nov 2019 353,,055294,,927118
15-Feb-19 EGM 3 April 2019 5,500,000
• securities issued in that 12 month Number of fully paid ordinary 08-May-19 EGM 27 Sep 2019 20,591,960
period with shareholder approval 10-Jul-19 EGM 27 Sep 2019 9,141,374
10-Jul-19 EGM 27 Sep 2019 2,500,000
• Number of partly paid ordinary 21 Oct 2019 EGM 27 Sep 2019 266,666
securities that became fully paid in Total 76,350,045
that 12-month period
The subject of the Appendix 3B to which this
Note:
form is attached.
• Include only ordinary securities here
– other classes of equity securities
cannot be added
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items
Subtract the number of fully paid ordinary
securities cancelled during that 12-month
period
“A” 254,760,362
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• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	38,214,054
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period not counting_those issued: •Under an exception in rule 7.2 •Under rule 7.1A •With security holder approval under rule 7.1 or rule 7.4 _Note: •This applies to equity securities, unless specifically excluded – not just ordinary securities •Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed •It may be useful to set out issues of securities on different dates as separate line items			Number of Ordinary shares 320,832 300,000 620,832
	Date issued	Details	Number of Ordinary shares
	17 Dec 2018	Ordinary Shares	320,832
	Unlisted Options agreed to be issued		300,000
	Total		620,832
6	620,832
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	38,214,054
Subtract“C” Note: number must be same as shown in Step 3	620,832
Total[“A” x 0.15] – “C”	37,593,222 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

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Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A” 254,760,362
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10 25,476,036
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of equity securities issued or
agreed to be issued in that 12 month period
under rule 7.1A
Notes: Date Details Number of
• This applies to equity securities – not issued Ordinary
just ordinary securities shares
• Include here – if applicable – the
securities the subject of the Appendix 10 May Ordinary 9,945,650
3B to which this form is annexed 2019 Shares
• Do not include equity securities issued
under rule 7.1 (they must be dealt with Total 9,945,650
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items
“E” 9,945,650
----- End of picture text -----

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	25,476,036
Subtract“E” Note: number must be same as shown in Step 3	9,945,650
Total[“A” x 0.10] – “E”	15,530,386 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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Annexure 1: Additional securities forming a new class of securities

Twenty Largest Quoted Optionholders

At 21 October 2019, the twenty largest Quoted Optionholders are as follows:

	NUMBER OF
NAME	OPTIONS	PERCENTAGE
NOVUS CAPITAL LIMITED	3,500,000	10.448%
ORCA CAPITAL GMBH	3,166,667	9.453%
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED	2,666,666	7.960%
MRS JANE SINGH	2,666,666	7.960%
JASON BROWN PTY LTD	2,000,000	5.970%
BLAMNCO TRADING PTY LTD	1,964,286	5.864%
MR DAVID DUNN	1,500,000	4.478%
LOMACOTT PTY LTD	1,418,040	4.233%
MR DAVID KEOGH	1,333,333	3.980%
ANTHONY KEVIN CAHI	1,200,000	3.582%
DRH SUPERANNUATION PTY LTD	1,000,000	2.985%
GERHARDUS BERNARD NEL	966,186	2.884%
LEANNE JOSEPHINE CAHI SUAREZ GONZALEZ	933,333	2.786%
MR BERNARD DOMINIC GRESSER	750,000	2.239%
MR IAN ALASTAIR LEETE & MRS HELEN LEETE	666,667	1.990%
MR BRENT FISHER	660,000	1.970%
MR ROBERT ADDISON RAMSAY	606,667	1.811%
MR WILLIAM FREDERICK WINYARD & MRS THERESE MARGARET WINYARD
	500,000	1.493%
MR BARRY VERINDER	500,000	1.493%
FALAFEL INVESTMENTS PTY LIMITED	400,000	1.194%
TABOULI HOLDINGS PTY LTD	400,000	1.194%
RIMOYNE PTY LTD	400,000	1.194%
TOTAL SECURITIES OF TOP 20 HOLDINGS	29,198,511	87.160%
TOTAL OF SECURITIES	33,500,000

Quoted Optionholders

uoted Optionholders
HOLDINGS RANGES	HOLDERS	TOTAL UNITS	PERCENTAGE
1-1,000	0	0	0.000
1,001-5,000	0	0	0.000
5,001-10,000	0	0	0.000
10,001-100,000	13	820,001	2.450
100,001-and over	37	32,679,999	97.550
TOTALS	50	33,500,000	100.000