GRATIFII LIMITED - Proxy Solicitation & Information Statement 2020

28 October 2020

ASX ANNOUNCEMENT

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Mobecom Limited – Notice of Meeting

On behalf of the Directors of customer engagement technology provider Mobecom Limited (ASX: MBM) (“Mobecom”), we are pleased to invite you to attend the upcoming EGM. Enclosed is the Notice of Meeting setting out the business of the EGM which includes the Explanatory Memorandum and Independent Expert’s Report.

The meeting will be held in the offices of Novus Capital, Level 11, 95 Pitt St, Sydney, NSW at 4pm AEDT on the 27[th] November 2020.

The Board encourages shareholders to monitor the Company’s website and the ASX page for any updates in relation the EGM that may need to be provided. We also encourage you to read the enclosed Notice of Meeting (including the Explanatory Memorandum and Independent Experts Report) and the Proxy Form and consider directing your proxy on how to vote on each resolution by marking either the “for” box, the “against” box or the “abstain” box on the Proxy Form.

Subject to the Director’s or Related Party’s abstentions, the Directors of Mobecom otherwise unanimously recommend that shareholders vote in favour of all the resolutions.

We thank you for your support and we look forward to your attendance and the opportunity to answer questions for you.

This announcement has been approved for release by the Board of Directors.

Jarrod White Company Secretary

For further information, contact:

Iain Dunstan

Executive Chairman

[email protected]

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About Mobecom Limited

Mobecom Limited (ASX:MBM) is a full-stack customer engagement technology provider that delivers end-to-end technology solutions for businesses to engage with their customers. Its primary focus is providing liquidity for digital assets through its newly developed Mosaic Enterprise Engagement Platform. With mobile payment, ordering, booking and local offer capability; the Mosaic EEP will be the gateway to delivering a new digital lifestyle rewards program.

To learn more, please visit: www.mobecom.co

MOBECOM LIMITED

ACN 125 688 940

NOTICE OF GENERAL MEETING AND INDEPENDENT EXPERT'S REPORT

TIME : 4pm (AEDT) DATE : 27 November 2020 PLACE : Novus Capital Level 11 95 Pitt St SYDNEY NSW 2000

This Notice of Meeting should be read in its entirety. Shareholders in doubt as to how they should vote should seek advice from their professional advisers prior to voting.

Shareholders should refer to the Independent Expert's Report contained in this Notice of Meeting at Annexure 2, which is required for the of purpose section 257D of the Corporations Act. The Independent Expert has concluded that the subject of Resolution 12 in this Notice is fair and reasonable to all Non-Associated Shareholders, for the reasons set out in the Independent Expert's Report.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on 02 8296 0000.

CONTENTS PAGE

Business of the Meeting (setting out the proposed Resolutions)	5
Explanatory Statement (explaining the proposed Resolutions)	14
Glossary	39
Proxy Form	Annexure 1
Independent Expert's Report	Annexure 2
Terms of Previous Director Loan Free Attaching Options	Annexure 3

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is hereby given that a General Meeting of Shareholders of Mobecom Limited ( Company or Mobecom ) will be held at the offices of Novus Capital on 27[th] November 2020, at 4pm (AEDT).

The Explanatory Statement that accompanies and forms part of this Notice of Meeting sets out the background information on the Resolutions to be considered. The Independent Expert's Report and Proxy Form also form part of this Notice of Meeting.

This Notice of Meeting, Explanatory Statement, Proxy Form and the Independent Expert's Report should be read in their entirety.

YOUR VOTE IS IMPORTANT

The business of the Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders of the Company as at 7:00 pm (AEDT) on 25 November 2020.

VOTING IN PERSON

To vote in person, attend the Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed/attached Proxy Form and return by the time, and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that: • each Shareholder has a right to appoint a proxy;

the proxy need not be a Shareholder of the Company; and
a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

A proxy may be an individual or a body corporate. If a body corporate is appointed, the proxy form must indicate the full name of the body corporate and the full name and title of the individual representative of the body corporate for the Meeting.

A Proxy Form accompanies this notice. If a Shareholder wishes to appoint more than 1 proxy, they may make a copy of the Proxy Form attached to this Notice. For the Proxy Form to be valid it must be received together with the power of attorney or other authority (if any) under which the form is signed, or a (notarially) certified copy of that power or authority.

Sections 250BB and 250BC of the Corporations Act apply to voting by proxy. Broadly, these provisions provide that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);
if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands;
if the proxy is the Chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (i.e. as directed); and
if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to Chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the company's shareholders;
the appointed proxy is not the Chair of the meeting;
at the meeting, a poll is duly demanded on the resolution; and

either of the following applies:
the proxy is not recorded as attending the meeting; and
the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at that meeting.

Proxy Voting by the Chair

The Corporations Act imposes prohibitions on Key Management Personnel and their Closely Related Parties from voting their shares (and/or voting undirected proxies) on, amongst other things, remuneration matters.

However, the Chair of a meeting may vote an undirected proxy (i.e. a proxy that does not specify how it is to be voted), provided the shareholder who has lodged the proxy has given an express voting direction to the Chair to exercise the undirected proxy, even if the resolution is connected with the remuneration of a member of Key Management Personnel.

If you complete a Proxy Form that authorises the Chair of the Meeting to vote on your behalf as proxy, and you do not mark any of the boxes so as to give him directions about how your vote should be cast, then you will be taken to have expressly authorised the Chair to exercise your proxy on the Resolution. In accordance with this express authority provided by you, the Chair will vote in favour of the Resolution. If you wish to appoint the Chair of the Meeting as your proxy, and you wish to direct him how to vote, please tick the appropriate boxes on the Proxy Form.

CORPORATE REPRESENTATIVES

Any corporation which is a Shareholder of the Company may appoint a proxy, as set out above, or authorise (by certificate under common seal or other form of execution authorised by the laws of that corporation’s place of incorporation, or in any other manner satisfactory to the Chair) a natural person to act as its representative at any general meeting.

Corporate representatives are requested to bring appropriate evidence of appointment as a representative in accordance with the Constitution. Attorneys are requested to bring an original or certified copy of the power of attorney pursuant to which they were appointed. Proof of identity is also required for corporate representatives and attorneys.

BUSINESS OF THE MEETING

1. RESOLUTION 1: APPROVAL FOR ISSUE OF SHARES TO LAKEBA VENTURES UPON CONVERSION OF DEBT

To consider and, if thought fit, to pass with or without amendment, the following Resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the proposed issue of 2,729,970 Shares at an issue price of $0.02 per Share upon conversion of Lakeba Venture’s portion of the LCT Debt to Lakeba Ventures on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 1 by or on behalf of Lakeba Venture’s and any other person who will obtain a material benefit as a result of the issue of Shares (except a benefit solely by reason of being a Shareholder) and any of their associates.

However, this does not apply to a vote cast in favour of this Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of person excluded from voting, on the Resolution; and
(ii) the Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way.

2. RESOLUTION 2: APPROVAL FOR ISSUE OF SECURITIES TO MR IAIN DUNSTAN UPON CONVERSION OF DEBT

To consider and, if thought fit, to pass with or without amendment, the following Resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the proposed issue of 787,491 Shares at an issue price of $0.02 per Share upon conversion of Mr Iain Dunstan's portion of the LCT Debt to Mr Iain Dunstan, on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 2 by or on behalf of Mr Iain Dunstan and any other person who will obtain a material benefit as a result of the issue of Securities (except a benefit solely by reason of being a Shareholder) and any of their associates.

However, this does not apply to a vote cast in favour of this Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of person excluded from voting, on the Resolution; and
(ii) the Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way.

3. RESOLUTION 3: APPROVAL FOR ISSUE OF SECURITIES TO MR ALBERTO BASILE IN LIEU OF PREVIOUS DIRECTOR FEES

To consider and, if thought fit, to pass with or without amendment, the following Resolution as an ordinary resolution :

"That, for the purposes of ASX Listing Rule 10.11and for all other purposes, Shareholders approve the issue of 1,500,000 Shares to Mr Alberto Basile in lieu of outstanding directors fees, on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 3 by or on behalf of Mr Alberto Basile and any other person who will obtain a material benefit as a result of the issue of Securities (except a benefit solely by reason of being a Shareholder) and any of their associates.

However, this does not apply to a vote cast in favour of this Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of person excluded from voting, on the Resolution; and

(ii) the Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way.

4. RESOLUTION 4: APPROVAL FOR ISSUE OF SHARES TO LAKEBA VENTURES

To consider and, if thought fit, to pass with or without amendment, the following Resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the proposed issue of 10,000,000 Shares at an issue price of $0.02 per Share to Lakeba Ventures on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 4 by or on behalf of Lakeba Ventures and any other person who will obtain a material benefit as a result of the issue of Shares (except a benefit solely by reason of being a Shareholder) and any of their associates.

However, this does not apply to a vote cast in favour of this Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of person excluded from voting, on the Resolution; and
(ii) the Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way.

5. RESOLUTION 5: APPROVAL FOR ISSUE OF SHARES TO MR RODNEY WALKER IN LIEU OF PREVIOUS DIRECTOR FEES

To consider and, if thought fit, to pass with or without amendment, the following Resolution as an ordinary resolution :

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 3,300,000 Shares in lieu of outstanding directors fees to Mr Rodney Walker, a former Director of the Company, on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 5 by or on behalf of Mr Rodney Walker and any other person who will obtain a material benefit as a result of the issue of Securities (except a benefit solely by reason of being a Shareholder) and any of their associates.

However, this does not apply to a vote cast in favour of this Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of person excluded from voting, on the Resolution; and
(ii) the Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way.

6. RESOLUTION 6: APPROVAL FOR ISSUE OF SECURITIES TO MR RODNEY WALKER IN SATISFACTION OF LOAN

To consider and, if thought fit, to pass with or without amendment, the following Resolution as an ordinary resolution :

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 666,666 Shares and 666,666 Previous Director Loan Free Attaching Options in satisfaction of the Rodney Walker Loan to Mr Rodney Walker, a former Director of the Company, on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 6 by or on behalf of Mr Rodney Walker and any other person who will obtain a material benefit as a result of the issue of Securities (except a benefit solely by reason of being a Shareholder) and any of their associates.

However, this does not apply to a vote cast in favour of this Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of person excluded from voting, on the Resolution; and
(ii) the Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way.

7. RESOLUTION 7: APPROVAL FOR ISSUE OF SHARES TO MR TODD RUPPERT IN LIEU OF PREVIOUS DIRECTOR FEES

To consider and, if thought fit, to pass with or without amendment, the following Resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 2,000,000 Shares in lieu of outstanding directors fees to Mr Todd Ruppert, a former Director of the Company, on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 7 by or on behalf of Mr Todd Ruppert and any other person who will obtain a material benefit as a result of the issue of Securities (except a benefit solely by reason of being a Shareholder) and any of their associates.

However, this does not apply to a vote cast in favour of this Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of person excluded from voting, on the Resolution; and
(ii) the Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way.

8. RESOLUTION 8: APPROVAL FOR ISSUE OF SECURITIES TO THE FISHER ESTATE REPRESENTATIVE IN SATISFACTION OF LOAN

To consider and, if thought fit, to pass with or without amendment, the following Resolution as an ordinary resolution:

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 666,666 Shares at an issue price of $0.075 per Share and 666,666 Previous Director Loan Free Attaching Options to the Fisher Estate Representative, a previous Director of the Company for settlement of a $50,000 loan provided to the Company by Mr David Fisher, on the terms and conditions, and in the circumstances described in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 8 on behalf of the Fisher Estate Representative and any other person who will obtain a material benefit as a result of the issue of Securities (except a benefit solely by reason of being a Shareholder) and any of their associates.

However, this does not apply to a vote cast in favour of this Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of person excluded from voting, on the Resolution; and
(ii) the Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way.

9. RESOLUTION 9: APPROVAL FOR ISSUE OF SHARES TO MR AUBREY SONNENBERG UPON CONVERSION OF DEBT

To consider and, if thought fit, to pass with or without amendment, the following Resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the proposed issue of 6,750,000 Shares at an issue price of $0.02 per Share to Mr Aubrey Sonnenberg upon conversion of debt owed to Mr Sonnenberg by the Company, on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 9 by or on behalf of Mr Aubrey Sonnenberg and any other person who will obtain a material benefit as a result of the issue of Shares (except a benefit solely by reason of being a Shareholder) and any of their associates.

However, this does not apply to a vote cast in favour of this Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of person excluded from voting, on the Resolution; and
(ii) the Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way.

10. RESOLUTION 10: APPROVAL TO ISSUE SHARES UNDER PROPOSED PLACEMENT

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval be given to issue the Proposed Placement Shares at an issue price of $0.02 per Share under the Proposed Placement to raise up to $4,000,000 before costs, on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 10 by or on behalf of a person who is expected to participate in the Proposed Placement and any other person who will obtain a material benefit as a result of the issue of Shares (except a benefit solely by reason of being a Shareholder) or an associate of those persons.

However, this does not apply to a vote cast in favour of this Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of person excluded from voting, on the Resolution; and
(ii) the Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way.

11. RESOLUTION 11: RE-ADOPTION OF INCENTIVE OPTION PLAN

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.2 (exception 13(b)), ASX Listing Rule 10.14 and for all other purposes, approval be given for the Company to re-adopt the Incentive Option Plan and for the issue of Options under the Incentive Option Plan (including to Directors) from time to time on the terms and conditions set out set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on this Resolution 11 by or on behalf of any person who is eligible to participate in the Incentive Option Plan, including the current Directors of the Company being Mr Iain Dunstan, Dr Alberto Basile and Mr Christopher Joseph, or an associate of those persons in respect of which approval is sought. However, this does not apply to a vote cast in favour of this Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on the Resolution; and
(ii) the holder of votes on the Resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

12. RESOLUTION 12: APPROVAL OF SELECTIVE BUYBACK PURSUANT TO SECTION 257D OF THE CORPORATIONS ACT

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as a special resolution :

“That, for the purposes of section 257D of the Corporations Act and for all other purposes approval be given for the Company to conduct the AirCrypto Buyback on the terms and conditions set out in the Explanatory Statement."

Shareholders should carefully consider the Independent Expert's Report prepared by the Independent Expert for the purposes of the Shareholder approval required in relation to section 257D of the Corporations Act.

The Independent Expert's Report has concluded that, in its opinion, the AirCrypto Buyback is fair and reasonable to all Non-Associated Shareholders.

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 12 by Lakeba Ventures and its associates. However, this does not apply to a vote cast in favour of this Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of person excluded from voting, on the Resolution; and

(ii) the Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way.

DATED: 27 OCTOBER 2020

BY ORDER OF THE BOARD

JARROD WHITE

COMPANY SECRETARY

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. RESOLUTION 1: APPROVAL FOR ISSUE OF SHARES TO LAKEBA VENTURES UPON CONVERSION OF DEBT

1.1 Background

Between January 2020 and June 2020 certain parties invested an aggregate amount of $765,000 in the Lakeba Capital Unit Trust ( LCT and the investors being the LCT Investors ) the trustee for which is Lakeba Ventures. The LCT subsequently advanced this amount to the Company. As at 21 August 2020 the loan to the Company had accrued total interest of $38,241.31 making the total debt amount $803,241.31 ( LCT Debt ).

The Company, LCT and the LCT Investors entered into a deed of assignment and conversion on 26 August 2020 ( Deed ) pursuant to which the total amount of the LCT Debt was assigned to the LCT Investors in proportion to the amounts they originally invested in the LCT. Pursuant to the Deed, the LCT Investors agreed to the conversion of LCT Debt into Shares at an issue price of $0.02 per Share. Pursuant to the Deed, the LCT Investors have each agreed not to transfer or dispose of Shares issued pursuant to the Deed until a cleansing notice or cleansing prospectus has been issued by the Company in accordance with the requirements of the Corporations Act.

All the Non-Related LCT Investors have converted their respective assigned portions of the LCT Debt into Shares, being an aggregate amount of $732,892.07. As a result of the conversion of the Non-Related LCT Investors' portion of the LCT Debt the Company has issued 36,644,602 Shares to the Non-Related LCT Investors in their respective portions.

Lakeba Ventures was one of the LCT Investors and was assigned by LCT $54,599.41 of the LCT Debt. The Deed notes that the conversion of this amount into Shares is subject to Shareholder approval for the purposes of Chapter 10.11 of the ASX Listing Rules.

For the reasons set out in section 4.2 below, an issue of Securities to Lakeba Ventures requires Shareholder approval. Accordingly, this Resolution seeks Shareholder approval for the issue of Shares to Lakeba Ventures upon conversion of his portion of the LCT Debt.

1.2 Approval for the purposes of ASX Listing Rule 10.11 is sought

ASX Listing Rule 10.11.3 requires a listed entity to obtain Shareholder approval by ordinary resolution prior to the issue of, or agreement to issue, Securities to a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%) holder in the entity and who has nominated a director to the board of the entity pursuant to a relevant agreement which gives them a right or expectation to do so.

Lakeba Ventures holds 13.8% of the issued capital in the Company and Dr Alberto Basile (a current Director of the Company) is a Director nominated by Lakeba

Ventures. Accordingly, Lakeba Ventures falls within the category set out in ASX Listing Rule 10.11.3.

Accordingly, this Resolution 1 seeks Shareholder approval for the issue of 2,729,970 Shares to Lakeba Ventures in conversion of its portion of the LCT Debt (such amount being $54,599.41) pursuant to ASX Listing Rule 10.11.

Should Shareholder approval not be given for the issue of Shares to Lakeba Ventures as a result of its conversion of its portion of the LCT Debt, the Company will remain liable to pay the amount of Lakeba Ventures' portion of the LCT Debt in cash to Lakeba Ventures.

1.3 Shareholder approval under ASX Listing Rule 7.1 not sought

Exception 14 to ASX Listing Rule 7.2 provides that if Shareholder approval for a transaction is being obtained pursuant to ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1. Therefore, Shareholder approval is not being sought for the approval of this Resolution.

1.4 Required information

Pursuant to ASX Listing Rule 10.13 the following information is provided.

Person to whom the Shares are to be issued, number and class	Lakeba Ventures is to be issued 2,729,970 Shares.
Issue date	The Shares will be issued within one month after the date of this Meeting.
Issue Price	The Shares will be issued at an issue price of $0.02 per Share.
Terms of the Shares	Shares will rank equally in all respects with the existing fully paid ordinary Shares.
Purpose of issue and use of funds	No funds will be received by the Company for the issue of Shares to Lakeba Ventures however the issue will set off the obligation of the Company to pay the portion of the LCT Debt owed to Lakeba Ventures (such amount being $54,599.41) in cash.
Material terms of agreement	Please see section 1.1 above for the material terms of the agreement between the Company and Lakeba Ventures.

1.5 Board recommendation

The Board, with Mr Basile (a Director of the Company and an employee of Lakeba) abstaining, recommends that Shareholders vote in favour of this Resolution 1.

2. RESOLUTION 2: APPROVAL FOR ISSUE OF SECURITIES TO MR IAIN DUNSTAN UPON CONVERSION OF DEBT

2.1 Background

Mr Iain Dunstan was appointed as a Director and Executive Chairman of the Company on 17 April 2020 as announced to the market on that date. As set out in the announcement dated 17 April 2020 the terms of Mr Dunstan's remuneration are:

are:
Term	Initial six-month fixed term and then subject to termination by either party.
Fixed remuneration	(a) $255,000 cash per annum; plus (b) $120,000 worth of Options per annum (Chairman Options) which Mr Dunstan agreed to accept in lieu of cash salary of the equivalent amount; plus (c) Statutory superannuation.
Short Term Incentives	Short-term incentives to be agreed in Year 1 subject to achieving agreed key performance indicators regarding funding, revenue and cash flow as agreed with the Board.
Long Term Incentives	Participation in the Incentive Option Plan.
Termination and Notice	The Company or Mr Dunstan may terminate the agreement by providing 1 months' notice after the expiration of the initial term. The contract also contains the usual termination rights for summary dismissal. The Company may elect at its discretion to make a payment in lieu.

2.2 Conversion of debt

Section 1.1 above sets out a summary of the LCT Debt. Mr Dunstan was an LCT Investor who was assigned $15,749.83 of the LCT Debt.

In accordance with the Deed, Mr Dunstan has agreed to convert his portion of the LCT Debt, being $15,749.83 into Shares.

As Mr Dunstan is a Related Party of the Company (as discussed below at section 2.3) this Resolution 2 seeks Shareholder approval for the issue of Shares to Mr Dunstan upon conversion of his portion of the LCT Debt.

2.3 Related Party

ASX Listing Rule 19 states that a Related Party in relation to a body corporate is, among others, a director of that body corporate. Mr Dunstan was appointed as a Director of the Company on 17 April 2020 and continues to be a Director of the Company. Accordingly, through the operation of the definition of Related Party as set out in ASX Listing Rule 19, Mr Dunstan is a Related Party of the Company.

2.4 Approval for the purposes of ASX Listing Rule 10.11 is sought

ASX Listing Rule 10.11 requires a listed entity to obtain Shareholder approval by ordinary resolution prior to the issue, or agreement to issue, of Securities to a Related Party. As stated in section 2.3 above, Mr Dunstan is considered a Related Party of the Company and accordingly, approval under ASX Listing Rule 10.11 is being sought as Mr Dunstan falls within the category under ASX Listing Rule 10.11.1.

Should Shareholder approval not be given for the issue of Shares to Mr Dunstan as a result of conversion of his portion of the LCT Debt, the Company will remain liable to pay the amount of Mr Dunstan's portion of the LCT Debt in cash to Mr Dunstan.

2.5 Approval for the purposes of Chapter 2E of the Corporations Act not sought

For a public company, or an entity that a public company controls, to give a financial benefit to a Related Party of the public company, the public company or entity must:

(a) obtain the approval of the public company's members in the manner set out in sections 221 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

A 'financial benefit' for the purposes of the Corporations Act also has a wide meaning and catches the issue of the Securities to Mr Dunstan. Consequently, the issue of the Securities the subject of this Resolution 2 will, for the purposes of Chapter 2E of the Corporations Act, constitute giving a financial benefit to a Related Party of the Company.

It is the view of the Directors that the giving of the financial benefit to Mr Dunstan as a Related Party of the Company in relation to the Shares to be issued on conversion of Mr Dunstan's portion of the LCT Debt is on arm's length terms and falls within the exception in section 210 of the Corporations Act.

Accordingly, Shareholder approval for the purposes of Chapter 2E is not being sought.

2.6 Shareholder approval under ASX Listing Rule 7.1 not sought

2.7 Required information

Pursuant to ASX Listing Rule 10.13 the following information is provided.

Person to whom the Securities are to be issued, number and class	Mr Iain Dunstan is to be issued 787,491 Shares.
Issue date	The Shares will be issued within one month after the date of this Meeting.

Issue Price	The Shares will be issued at an issue price of $0.02 per Share.
Terms of the Securities	The Shares will rank equally in all respects with the existing fully paid ordinary Shares.
Purpose of issue and use of funds	No funds will be received by the Company for the issue of Shares to Mr Dunstan however the issue will set off the obligation of the Company to pay the portion of the LCT Debt owed to Mr Dunstan in cash.
Remuneration package of Mr Dunstan	Please see section 2.1 above.
Material terms of agreement	Please see section 2.2 above for the material terms of the agreement between the Company and Mr Dunstan in regards to the LCT Debt. Please see section 2.1 above for the material terms of the agreement appointing Mr Dunstan as Executive Chairman and Director.

2.8 Board recommendation

The Board recommends, with Mr Iain Dunstan abstaining, that Shareholders vote in favour of Resolution 2.

3. RESOLUTION 3: APPROVAL FOR ISSUE OF SHARES TO MR ALBERTO BASILE IN LIEU OF PREVIOUS DIRECTOR FEES

Mr Basile is currently owed $30,000 in fees for his tenure as a Director of the Company. The timeframe in which the fees owed to Mr Basile accrued is 9 April 2020 to 30 September 2020. The Company has agreed to issue Shares to Mr Basile in lieu of the outstanding director fees. Approval to issue Shares to Mr Basile will allow the Company to apply those funds, which would otherwise be applied to the outstanding director fees, to its commercial operations.

Shares to be issued to Mr Basile in lieu of outstanding director fees have been determined based on:

(a) the amount of director fees owed to Mr Basile and are issued in lieu of cash payments; and
(b) a price of $0.02 per Share.

Mr Basile is owed a total of $30,000 in outstanding director fees. Therefore, upon approval of this Resolution 3, 1,500,000 Shares will be issued to Mr Basile in lieu of the outstanding director fees owed to him.

3.2 Related Party

ASX Listing Rule 19 states that a Related Party in relation to a body corporate is, among others, a director of that body corporate. Mr Basile is a current Director of the Company Accordingly, through the operation of the definition of Related Party as set out in ASX Listing Rule 19, Mr Basile is a Related Party of the Company.

3.3 Approval for the purposes of ASX Listing Rule 10.11 is sought

ASX Listing Rule 10.11 requires a listed entity to obtain Shareholder approval by ordinary resolution prior to the issue, or agreement to issue, of Securities to a Related Party. As stated in section 2.3 above, Mr Basile is considered a Related Party of the Company and accordingly, approval under ASX Listing Rule 10.11 is being sought as Mr Basile falls within the category under ASX Listing Rule 10.11.1.

Should Shareholder approval not be given for the issue of Shares to Mr Basile in lieu of the amount currently owing to Mr Basile, the Company will remain liable to pay the amount of $30,000 in cash to Mr Basile.

3.4 Approval for the purposes of Chapter 2E of the Corporations Act not sought

For a public company, or an entity that a public company controls, to give a financial benefit to a Related Party of the public company, the public company or entity must:

(a) obtain the approval of the public company's members in the manner set out in sections 221 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

A 'financial benefit' for the purposes of the Corporations Act also has a wide meaning and catches the issue of the Securities to Mr Basile. Consequently, the issue of the Securities the subject of this Resolution 3 will, for the purposes of Chapter 2E of the Corporations Act, constitute giving a financial benefit to a Related Party of the Company.

It is the view of the Directors that the giving of the financial benefit to Mr Basile as a Related Party of the Company in relation to the issue of Shares in lieu of outstanding director fees owed to Mr Basile constitutes the giving of reasonable remuneration, and accordingly falls within the exception set out in section 211 of the Corporations Act. Accordingly, Shareholder approval for the purposes of Chapter 2E is not being sought.

3.5 Shareholder approval under ASX Listing Rule 7.1 not sought

3.6 Required information

Pursuant to ASX Listing Rule 10.13 the following information is provided.

Person to whom the Securities are to be issued, number and class	Mr Alberto Basile is to be issued 1,500,000 Shares.
Issue date	The Shares will be issued within one month after the date of this Meeting.
Issue Price	The Shares will be issued at an issue price of $0.02 per Share.
Terms of the Securities	The Shares will rank equally in all respects with the existing fully paid ordinary Shares.
Purpose of issue and use of funds	No funds will be received by the Company for the issue of Shares to Mr Basile however the issue will set off the obligation of the Company to pay director fees owed to Mr Basile in cash.
Remuneration Package and terms of appointment	Pursuant to the terms of his appointment, Mr Basile is entitled to receive an annual salary of $60,000 (plus super).

3.7 Board recommendation

The Board recommends, with Mr Alberto Basile abstaining, that Shareholders vote in favour of Resolution 3.

4. RESOLUTION 4: APPROVAL FOR ISSUE OF SHARES TO LAKEBA VENTURES

4.1 Background

Lakeba Ventures has indicated to the Company that it intends to subscribe for 10,000,000 Shares on the same conditions as are offered under the Proposed Placement. Accordingly, the Shares will be issued at an issue price of $0.02 per Share to raise approximately $200,000 from the issue of Shares to Lakeba Ventures.

4.2 Approval for the purposes of ASX Listing Rule 10.11 is sought

Lakeba Ventures holds 13.8% of the issued capital in the Company and Dr Alberto Basile (a current Director of the Company) is a Director nominated by Lakeba Ventures. Accordingly, Lakeba Ventures falls within the category set out in ASX Listing Rule 10.11.3.

Therefore, Shareholder approval is sought for the issue of 10,000,000 Shares to Lakeba Ventures for the purposes of ASX Listing Rule 10.11.

Should Shareholder approval not be given for the issue of 10,000,000 Shares to Lakeba Ventures, the Company will not issue the Shares and forego the investment of $200,000 from Lakeba Ventures.

4.3 Shareholder approval under ASX Listing Rule 7.1 not sought

4.4 Required information

Pursuant to ASX Listing Rule 10.13 the following information is provided.

Person to whom the Shares are to be issued, number and class	Lakeba Ventures, 10,000,000 Shares.
Issue date	The Shares are proposed to be issued within one month after the date of this Meeting.
Issue Price	The Shares will be issued at an issue price of $0.02 per Share.
Terms of the Shares	Shares will rank equally in all respects with the existing fully paid ordinary Shares.
Purpose of issue and use of funds	The funds raised by the issue of 10,000,000 Shares to Lakeba Ventures will be used for working capital purposes.

4.5 Board recommendation

The Board recommends, with Mr Alberto Basile abstaining, that Shareholders vote in favour of this Resolution 4.

5. RESOLUTION 5: APPROVAL FOR ISSUE OF SHARES TO MR RODNEY WALKER IN LIEU OF PREVIOUS DIRECTOR FEES

5.1 Background

On 11 October 2017 Mr Rodney Walker was appointed as a Director of the Company and remained a Director of the Company until 31 January 2020 on which date he resigned from his position.

5.2 Outstanding Director fees

Mr Walker is currently owed $66,000 in fees for his tenure as a Director of the Company. The Company has agreed to issue Shares to Mr Walker in lieu of the outstanding director fees. Approval to issue Shares to Mr Walker will allow the Company to apply those funds, which would otherwise be applied to the outstanding director fees, to its commercial operations.

Shares to be issued to Mr Walker in lieu of outstanding director fees have been determined based on:

(a) the amount of director fees owed to Mr Walker and are issued in lieu of cash payments; and
(b) a price of $0.02 per Share.

Mr Walker is owed a total of $66,000 in outstanding director fees. Therefore, upon approval of this Resolution 5, 3,300,000 Shares will be issued to Mr Walker in lieu of the outstanding director fees owed to him.

5.3 Mr Walker not considered a Related Party

As stated in section 5.1 above, Mr Walker served as a Director of the Company from 11 October 2017 to 31 January 2020. Accordingly, Mr Walker was a Director of the Company, and therefore considered a Related Party of the Company up until the date that is 6 months following the cessation of his appointment as a Director being 30 June 2020. As this date has passed, Mr Walker is no longer considered a Related Party of the Company.

5.4 ASX determination and ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires a listed entity to obtain Shareholder approval by ordinary resolution prior to the issue, or agreement to issue, Securities to any person who falls within the categories listed in ASX Listing Rule 10.11.1 to 10.11.5.

ASX Listing Rule 10.11.5 states that an entity must not issue or agree to issue Securities to a person whose relationship with the entity or a person referred to in rule 10.11.1 to 10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by Shareholders.

For the purpose of obtaining Shareholder approval for the issue of Shares to Mr Walker in lieu of previous director fees, the ASX has determined that Shareholder approval must be obtained under Chapter 10 of the ASX Listing Rules pursuant to ASX Listing Rule 10.11.5.

Accordingly, this Resolution 5 is seeking to obtain Shareholder approval pursuant to ASX Listing Rule 10.11.5.

Should Shareholder approval not be given for the issue of Shares to Mr Walker in lieu of the director's fees owed, the Company will remain liable to Mr Walker in relation to the payment of the relevant amount in cash.

5.5 Shareholder approval under ASX Listing Rule 7.1 not sought

5.6 Required information

Pursuant to ASX Listing Rule 10.13 the following information is provided.

Person to whom the Securities are to be issued, number and class	Mr Rodney Walker is to be issued 3,300,000 Shares in lieu of outstanding Director's fees.

Issue date	The Shares will be issued within one month after the date of this Meeting.
Issue Price	The Shares issued in lieu of outstanding Director’s fees will be issued at $0.02 per Share.
Terms of the Securities	Shares will rank equally in all respects with the existing fully paid ordinary Shares.
Purpose of issue and use of funds	No funds will be received by the Company for the issue of Shares to Mr Walker however the issue will set off the obligation of the Company to repay the outstanding director fees to Mr Walker in cash.
Material terms of agreement	Please see section 5.2 above for the material terms of the arrangement between the Company and Mr Walker.

5.7 Board recommendation

The Board recommends that Shareholders vote in favour of this Resolution 5.

6. RESOLUTION 6: APPROVAL FOR ISSUE OF SECURITIES TO MR RODNEY WALKER IN SATISFACTION OF LOAN

6.1 Background

As set out in section 5.1 above, On 11 October 2017 Mr Rodney Walker was appointed as a Director of the Company and remained a Director of the Company until 31 January 2020 on which date he resigned from his position.

6.2 Conversion of loan

On 21 August 2019, Mr Walker provided a loan of $50,000 to the Company for the purposes of working capital ( Rodney Walker Loan ).

On 29 November 2019, the Company at its annual general meeting obtained Shareholder approval to issue Shares and Previous Director Loan Free Attaching Options to Mr Rodney Walker in satisfaction of the Rodney Walker Loan.

The key terms of the Rodney Walker Loan (as set out in the notice of meeting for the annual general meeting announced to the market on 29 October 2019) are as follows:

(a) interest rate: 7% per annum, compounded monthly, payable on the maturity date;
(b) maturity date: 31 December 2021; and
(c) use of funds: funds borrowed will be applied to support the rollout of airBux technology, research, development, redemption of existing debt, borrowing costs and working capital.

As the Company did not issue the Securities to Mr Walker in satisfaction of the Rodney Walker Loan within one month following the date of the annual general

meeting, the Company is now seeking re-approval to issue the Securities in satisfaction of the Rodney Walker Loan.

6.3 Mr Walker not considered a Related Party

As stated in section 5.1 above, Mr Walker served as a Director of the Company from 11 October 2017 to 30 January 2020. Accordingly, Mr Walker was a Director of the Company, and therefore considered a Related Party of the Company up until the date that is 6 months following the cessation of his appointment as a Director being 30 June 2020. As this date has passed, Mr Walker is no longer considered a Related Party of the Company.

6.4 ASX determination and ASX Listing Rule 10.11

For the purpose of obtaining Shareholder approval for the issue of Securities to Mr Walker in satisfaction of the Rodney Walker Loan, the ASX has determined that Shareholder approval must be obtained under Chapter 10 of the ASX Listing Rules pursuant to ASX Listing Rule 10.11.5.

Accordingly, this Resolution 6 is seeking to obtain Shareholder approval pursuant to ASX Listing Rule 10.11.5.

Should Shareholder approval not be given for the issue of Securities to Mr Walker as a result of conversion of the Rodney Walker Loan, the Company will remain liable to Mr Walker in relation to the payment of the relevant amount in cash.

6.5 Shareholder approval under ASX Listing Rule 7.1 not sought

6.6 Required information

Pursuant to ASX Listing Rule 10.13 the following information is provided.

Person to whom the Securities are to be issued, number and class	Mr Rodney Walker is to be issued 666,666 Shares and 666,666 Previous Director Loan Free Attaching Options for conversion of the Rodney Walker Loan.
Issue date	The Securities will be issued within one month after the date of this Meeting.
Issue Price	The Previous Director Loan Free Attaching Options will be granted for nil consideration.

	The Shares issued in lieu of the Rodney Walker Loan will be issued at a price of $0.075 per Share.
Terms of the Securities	Shares will rank equally in all respects with the existing fully paid ordinary Shares. Please see Annexure 3 for the key terms of the Previous Director Loan Free Attaching Options.
Purpose of issue and use of funds	No funds will be received by the Company for the issue of Securities to Mr Walker however the issue will set off the obligation of the Company to repay the Rodney Walker Loan amount to Mr Walker in cash.
Material terms of agreement	Please see section 6.2 above for the material terms of the arrangement between the Company and Mr Walker.

6.7 Board recommendation

The Board recommends that Shareholders vote in favour of this Resolution 6.

7. RESOLUTION 7: APPROVAL FOR ISSUE OF SHARES TO MR TODD RUPPERT IN LIEU OF PREVIOUS DIRECTOR FEES

7.1 Background

On 11 October 2017 Mr Todd Ruppert was appointed as a Director of the Company and remained a Director of the Company until 3 March 2020 on which date he resigned from his position.

7.2 Outstanding Director fees

Mr Ruppert is currently owed $40,000 in fees for his tenure as a Director of the Company. The Company has agreed to issue Shares to Mr Ruppert in lieu of the outstanding director fees. Approval to issue Shares to Mr Ruppert will allow the Company to apply those funds, which would otherwise be applied to the outstanding director fees, to its commercial operations.

Shares to be issued to Mr Ruppert in lieu of outstanding director fees have been determined based on:

(a) the amount of director fees owed to Mr Ruppert and are issued in lieu of cash payments; and

(b) a price of $0.02 per Share.

Mr Ruppert is owed a total of $40,000 in outstanding director fees. Therefore, upon approval of this Resolution 7, 2,000,000 Shares will be issued to Mr Ruppert in lieu of the outstanding director fees owed to him.

7.3 Mr Ruppert not considered a Related Party

As stated in section 7.1 above, Mr Ruppert served as a Director of the Company from 11 October 2017 to 3 March 2020. Accordingly, Mr Ruppert was a Director of

the Company, and therefore considered a Related Party of the Company up until the date that is 6 months following the cessation of his appointment as a Director being 3 September 2020. As this date has passed Mr Ruppert is no longer considered a Related Party of the Company.

7.4 ASX determination and ASX Listing Rule 10.11

For the purpose of obtaining Shareholder approval for the issue of Shares to Mr Ruppert in lieu of previous director fees, the ASX has determined that Shareholder approval must be obtained under Chapter 10 of the ASX Listing Rules pursuant to ASX Listing Rule 10.11.5.

Accordingly, this Resolution 7 is seeking to obtain Shareholder approval pursuant to ASX Listing Rule 10.11.5.

Should Shareholder approval not be given for the issue of Shares to Mr Ruppert in lieu of the director's fees owed, the Company will remain liable to Mr Ruppert in relation to the payment of the relevant amount in cash.

7.5 Shareholder approval under ASX Listing Rule 7.1 not sought

7.6 Required information

Pursuant to ASX Listing Rule 10.13 the following information is provided.

Person to whom the Securities are to be issued, number and class	Mr Todd Ruppert is to be issued 2,000,000 Shares in lieu of outstanding Director's fees.
Issue date	The Shares will be issued within one month after the date of this Meeting.
Issue Price	The Shares issued in lieu of outstanding Director’s fees will be issued at $0.02 per Share.
Terms of the Securities	Shares will rank equally in all respects with the existing fully paid ordinary Shares.
Purpose of issue and use of funds	No funds will be received by the Company for the issue of Shares to Mr Ruppert however the issue will set off the obligation of the Company to repay the outstanding director fees to Mr Ruppert in cash.

Material terms of agreement Please see section 7.2 above for the material terms of the arrangement between the Company and Mr Ruppert.

7.7 Board recommendation

The Board recommends that Shareholders vote in favour of this Resolution 7.

8. RESOLUTION 8: APPROVAL OF ISSUE OF SECURITIES TO THE FISHER ESTATE REPRESENTATIVE IN SATISFACTION OF LOAN

8.1 Background

Mr David Fisher was a director of the Company. The directors were saddened to learn that Mr David Fisher has passed away.

On 15 August 2019, Mr David Fisher provided a loan of $50,000 to the Company to provide working capital to the Company ( David Fisher Loan ).

On 29 November 2019, the Company at its annual general meeting obtained Shareholder approval to issue Shares and Previous Director Loan Free Attaching Options to Mr David Fisher in satisfaction of the David Fisher Loan.

The key terms of the David Fisher Loan (as set out in the notice of meeting for the annual general meeting announced to the market on 29 October 2019) are as follows:

(a) interest rate: 7% per annum, compounded monthly, payable on the maturity date;
(b) maturity date: 31 December 2021; and
(c) use of funds: funds borrowed will be applied to support the rollout of airBux technology, research, development, redemption of existing debt, borrowing costs and working capital.

As the Company did not issue the Securities to Mr David Fisher in satisfaction of the David Fisher Loan within one month following the annual general meeting, the Company is now seeking re-approval to issue to Securities in satisfaction of the David Fisher Loan.

8.2 Mr David Fisher not considered a Related Party

Mr David Fisher served as a Director of the Company until 6 April 2020. Accordingly, Mr Fisher was a Director of the Company, and therefore considered a Related Party of the Company up until the date that is 6 months following the cessation of his appointment as a Director being 3 October 2020. As this date has passed Mr Fisher is no longer considered a Related Party of the Company.

8.3 ASX Listing Rule 7.1

Estate Representative. The effect of such approval is that the Securities issued to the Fisher Estate Representative will not be counted as reducing the number of Equity Securities which the Company can issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1. This will allow the Company flexibility in the future.

Should Shareholder approval not be given for the issue of Securities to the Fisher Estate Representative in satisfaction of the David Fisher Loan, the Company will issue the Securities pursuant to its placement capacity under ASX Listing Rule 7.1 if available. If the Company does not have the required placement capacity under ASX Listing Rule 7.1 to issue the Securities, the Company will remain liable to make payment to the Fisher Estate Representative in cash in satisfaction of the David Fisher Loan.

8.4 Required information

Pursuant to ASX Listing Rule 7.3 the following information is provided.

Person to whom the Securities are to be issued, number and class	The Fisher Estate Representative is to be issued 666,666 Shares and 666,666 Previous Director Loan Free Attaching Options.
Issue date	The Securities will be issued to the Fisher Estate Representative within three months after the date of this Meeting.
Issue Price	The 666,666 Shares will be issued at an issue price of $0.075 per Share. 666,666 Previous Director Loan Free Attaching Options will be granted for nil consideration.
Terms of the Securities	Shares will rank equally in all respects with the existing fully paid ordinary Shares. Please see Annexure 3 for the key terms of the Previous Director Loan Free Attaching Options.
Purpose of issue and use of funds	No funds will be received by the Company for the issue of Securities to the Fisher Estate Representative however the issue will set off the obligation of the Company to pay the outstanding director fees and the repay the David Fisher Loan to the Fisher Estate Representative in cash.
Material terms of agreement	Please see section 8.1 above for the material terms of the arrangements between the Company and Mr Fisher.
Reverse takeover	The issue of Securities to the Fisher Estate Representative are not in connection with any reverse takeover.

8.5 Board recommendation

The Board recommends that Shareholders vote in favour of this Resolution 8.

9. RESOLUTION 9: APPROVAL FOR ISSUE OF SHARES TO MR AUBREY SONNENBERG UPON CONVERSION OF DEBT

9.1 Background

During the period from 22[nd] August 2016 to 10[th] May 2019 Mr Aubrey Sonnenberg was employed by the Company. Mr Sonnenberg was employed as CEO for LifeIQ.

From his time as an employee of the Company Mr Sonnenberg is currently owed the following amounts:

(a) outstanding superannuation: $17,211.05;
(b) outstanding salary: $155,924; and
(c) loan amount: $135,000 ( Aubrey Sonnenberg Loan

On 26 August 2020 the Company and Mr Sonnenberg entered into a deed for the conversion of the Aubrey Sonnenberg Loan into equity in the Company ( Aubrey Sonnenberg Conversion Deed ). The material terms of the Aubrey Sonnenberg Conversion Deed are as follows:

Aubrey Sonnenberg Loan	Subject to the Company obtaining Shareholder approval pursuant to this Resolution 9, the Company will issue and allot to Mr Sonnenberg 6,750,000 Shares in the Company at an issue price of $0.02 per Share. Accordingly, the Company's obligation to pay Mr Sonnenberg the $135,000 in relation to the Aubrey Sonnenberg Loan will be fully discharged.
Outstanding superannuation	The $17,211.05 owed to Mr Sonnenberg in relation to the outstanding superannuation will be paid immediately upon receipt of funds received from the Proposed Placement.
Outstanding salary	The $155,924 owed to Mr Sonnenberg in relation to the outstanding salary will be paid in no more than 6 payments of $25,987.33.
Release	From the date the Shares the subject of this Resolution 9 are issued, Mr Sonnenberg fully releases and forever discharges the Company and its officers and employees from all claims in connection with or incidental to the Aubrey Sonnenberg Loan.

9.2 ASX Listing Rule 7.1

The effect of such approval is that the Shares issued to Mr Sonnenberg will not be counted as reducing the number of Equity Securities which the Company can issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1. This will allow the Company flexibility in the future.

Should Shareholder approval not be given for the issue of Shares to Mr Sonnenberg in satisfaction of the Aubrey Sonnenberg Loan, the Company will issue the Shares pursuant to its placement capacity under ASX Listing Rule 7.1 if available. If the Company does not have the required placement capacity under ASX Listing Rule 7.1 to issue the Shares, the Company will remain liable to make payment to Mr Sonnenberg in cash in satisfaction of the Aubrey Sonnenberg Loan.

9.3 Required information

Pursuant to ASX Listing Rule 7.3 the following information is provided.

Person to whom the Securities are to be issued, number and class	Mr Aubrey Sonnenberg is to be issued 6,750,000 Shares for conversion of the Aubrey Sonnenberg Loan.
Issue date	The Shares will be issued to Mr Sonnenberg within three months after the date of this Meeting.
Issue Price	The Shares issued pursuant to the conversion of the Aubrey Sonnenberg Loan will be issued at $0.02 per Share.
Terms of the Securities	Shares will rank equally in all respects with the existing fully paid ordinary Shares.
Purpose of issue and use of funds	No funds will be received by the Company for the issue of Shares to Mr Sonnenberg however the issue will set off the obligation of the Company to pay the Aubrey Sonnenberg Loan amount to Mr Sonnenberg in cash.
Material terms of agreement	Please see section 9.1 above for the material terms of the arrangements between the Company and Mr Sonnenberg.
Reverse takeover	The issue of Shares to Mr Sonnenberg are not being made in connection with any reverse takeover.

9.4 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 9.

10. RESOLUTION 10: APPROVAL TO ISSUE SHARES UNDER PROPOSED PLACEMENT

10.1 Background

The Company intends to, subject to Shareholder approval to undertake a placement for the issue of up to 200,000,000 Shares at an issue price of $0.02 per Share to raise up to $4,000,000 before costs to sophisticated and professional investors (Proposed Placement and the Shares to be issued the Proposed Placement Shares). Novus Capital has been appointed to assist the Company in the Proposed Placement as noted in the announcement dated 17 August 2020.

10.2 ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary Securities on issue at the commencement of that 12 month period. Accordingly, Shareholder approval is sought to approve the issue of Proposed Placement Shares to persons who will take part in the Proposed Placement ( Proposed Placement Participants ). The effect of such approval is that the Proposed Placement Shares to be issued to Proposed Placement Participants will not be counted as reducing the number of Equity Securities which the Company can issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1. This will allow the Company flexibility in the future.

Should Shareholders not approve the issue of the Proposed Placement Shares under the Proposed Placement the Company will seek to issue the Shares under the Company's placement capacity under ASX Listing Rule 7.1.

10.3 Proposed Placement Participants

In relation to the Proposed Placement Participants, Novus Capital has advised that in order to ensure that the correct procedures are followed under section 7.1 of ASX Guidance Note 21 are complied with, Novus Capital has incorporated a process which covers and identifies suitable clients (collectively categorised as " sophisticated and professional investors ") that starts with obtaining the required Accountants Certificate proving that the client categorisation is accurate. The accountant, attesting under section 708(8)(c) and section 761G of the Corporations Act, confirms that the identified client/clients are correctly able to accept and understand the associated risks with transactions identified, and have a higher level of financial literacy. To ensure that this is confirmed with the identified client, Novus Capital has then implemented an additional confirmation 'Compliance Policy' to comply with the noted legal requirements, whereby we engage the underlying client to confirm this category.

In addition to the above and specifically the requirements of the Corporations Act, Novus Capital will also undertake its own due diligence and assist the sophisticated and professional investors where required.

10.4 Required information

Pursuant to ASX Listing Rule 7.3 the following information is provided.

Person to whom the Proposed Placement Shares are to be issued, number and class	The Proposed Placement Participants being sophisticated and professional investors, none of whom are Related Parties of the Company. The Proposed Placement Participants may include employees of Novus Capital. A maximum of 200,000,000 Proposed Placement Shares will be issued.
Issue date	The Proposed Placement Shares will be issued no later than three months after the date of the Meeting.
Issue Price	The Proposed Placement Shares will be issued at $0.02 per Share.

Terms of the Proposed Placement Shares	The Proposed Placement Shares will rank equally in all respects with the existing fully paid ordinary Shares.	The Proposed Placement Shares will rank equally in all respects with the existing fully paid ordinary Shares.
Purpose of issue and use of funds	The funds raised from the issue of the Proposed Placement Shares will be used to primarily accelerate its development of the Mosaic platform and to deliver the platform to new and existing clients. The Company also intends to invest in its sale and marketing resources to grow the pipeline of new Mosaic opportunities. Use of funds Proposed proportional allocation of funds ($4m) $AUD Payout existing Lakeba Debt at a discount 20.0% $800,000 Payout bridging loans & creditors 30.0% $1,200,000 Accelerated development program 20.0% $800,000 Cost of transaction 7.5% $300,000 Working capital 22.5% $900,000
	Use of funds	Proposed proportional allocation of funds ($4m) $AUD
	Payout existing Lakeba Debt at a discount	20.0% $800,000
	Payout bridging loans & creditors	30.0% $1,200,000
	Accelerated development program	20.0% $800,000
	Cost of transaction	7.5% $300,000
	Working capital	22.5% $900,000
Reverse takeover	The issue of Shares under are not in connection with	the Proposed Placement any reverse takeover.

10.5 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 10.

11. RESOLUTION 11: RE-ADOPTION OF INCENTIVE OPTION PLAN

11.1 Background

The Incentive Option Plan was adopted by Shareholders on 1 May 2017 at a general meeting of the Company. Exception 13(b) to ASX Listing Rule 7.2 provides that employee incentive schemes (the Incentive Option Plan) must be approved by Shareholders every three (3) years. Accordingly, Resolution 11 seeks Shareholder approval for the re-adoption of the Incentive Option Plan. Should Shareholders not approve the re-adoption of the Incentive Option Plan, the Options issued pursuant to the Incentive Option Plan will count towards the Company's placement capacity unless issued under another exception.

11.2 Summary of the Incentive Option Plan

The Company adopted the Incentive Option Plan to provide ongoing incentives to any full time or part time employees of the Company or any of its subsidiaries (including Directors or the Company Secretary), or a consultant, who is determined by the Board to be eligible to receive grants of Options under the Incentive Option Plan.

A summary of the terms of the Incentive Option Plan is set out below. The full terms and conditions of the Incentive Option Plan may be obtained free of charge by contacting the Company Secretary.

(a) Eligibility and grant of Options: Options may be granted at the discretion of the Board to any Director, contractor, full time, part time or casual employee of the Company or related body corporate ( Eligible Participant ).
(b) Invitation to apply for Options: the Board may provide a written invitation to the Eligible Participant to apply for Options upon the terms set out in the Incentive Option Plan and upon such additional terms and conditions the Board determines ( Offer ). The invitation must specify:
(i) the maximum number of Options that the Eligible Participant may apply for, or the formula for determining the maximum number of Options that may be applied for;
(ii) the maximum number of Shares that the Eligible Participant is entitled to be issued on the exercise of each Option or the formula for determining the maximum number of Shares;
(iii) any application vesting conditions;
(iv) any restriction period applied by the Incentive Option Plan or that the Board has resolved to apply to Shares issued on exercise of the Options;
(v) the expiry date of the Options ( Expiry Date );
(vi) the date by which an application for Options must be received by the Company; and
(vii) any other information required by law or the ASX Listing Rules.
(c) Number of Options offered: the number of Options which an Eligible Participant is invited to apply for pursuant to an Offer is within the discretion of the Directors. Each Option will, upon exercise of a vested Option, entitle the holder to receive, at the absolute discretion of the Board, either one (1) Share in the capital of the Company, or a cash payment of equivalent value.
(d) Cashless Exercise Facility: subject to Board approval, an Eligible Participant may set-off the Option exercise price (if any) against the number of Shares which the Eligible Participant is potentially entitled to receive upon exercise of the Options. The Eligible Participant will then receive, at the absolute discretion of the Board, either Shares or a cash payment to the value of the surplus after the Option exercise price has been set-off.
(e) Vesting conditions: an Option may be made subject to vesting conditions as determined by the Board in its discretion and as specified in the Offer for the Option.
(f) Option exercise price: subject to any minimum price required by the ASX Listing Rules, the Board may determine the exercise price (if any) for an Option the subject of an Offer in its absolute discretion.

(g) Consideration: Options issued under the Incentive Option Plan will be issued for no more than nominal cash consideration.
(h) Escrow: a Share issued on exercise of any Option may be subject to a restriction period.
(i) Quotation: Options will not be quoted on the ASX.
(j) Lapse of Offer: to the extent that an application for Options is not received by the Company by a specified date ( Closing Date ), the Offer will lapse on the date following the Closing Date.
(k) Shares allotted upon exercise of Options: the Company will issue or transfer Shares, or make a cash payment, to the Eligible Participant, within 10 days of receipt of a valid notice of exercise of vested Options. The Shares allotted under the Incentive Option Plan will be of the same class and will rank equally with Shares in the Company at the date of issue. The Company will seek listing of the new Shares on the ASX within the time required by the ASX Listing Rules.
(l) Transfer of Options: an Option is non-transferable other than in special circumstances (if the holder suffers death or total and permanent disability, retirement, redundancy, severe financial hardship, or other circumstances determined in the Board's discretion or specified in the relevant Offer) with the consent of the Board. Options are otherwise transferable on the holder's death to their legal personal representative or upon the holder's bankruptcy to their trustee in bankruptcy.
(m) Lapse of Options: an Option shall lapse when:
(i) an unauthorised dealing in the Option occurs, or the holding engages in fraud, dishonesty or other improper behaviour;
(ii) a vesting condition in relation to the Option is not satisfied by the due date, or becomes incapable of satisfaction;
(iii) in respect of an unvested Option only, the relevant person ceases to be an Eligible Participant, subject to the Board's discretion to waive the lapsing of the Options in special circumstances;
(iv) in respect of a vest Option only, a relevant person ceases to be an Eligible Participant and the Board resolves that the Options granted in respect of that relevant person must:
- (A) be exercised within a specific period, and the Option is not exercised within that period; or
- (B) be cancelled by the Company in consideration for a cash payment to the Eligible Participant, and a cash payment is made;
(v) the Company undergoes a change of control or a winding up resolution order is made; or
(vi) the Option has not been exercised by the Expiry Date.

(n) Change of control: If a company obtains control of the Company the vesting conditions are deemed to be automatically waived.
(o) Capital reconstruction: in the event of a capital reconstruction, the exercise price and/or number of Options will change to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.
(P) Participation in new issues: there are no participating rights or entitlement inherent in the Options and the holders will not be entitled to participate in new Shares offered to Shareholders during the currency of the Options without first exercising the Options. In addition, holders of Options will not be entitled to vote or receive dividends as a result of their holding of Options.

11.3 Notice requirements under ASX Listing Rule 7.2 (exception 13(b))

The Company is seeking Shareholder approval under ASX Listing Rule 7.2 (exception 13(b)) in order to enable the Company to issue Options to nonDirectors without the issues being counted towards reducing the number of Equity Securities which the Company can issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1.

In addition to the above summary of the Incentive Option Plan terms, the following information is provided in accordance with ASX Listing Rule 7.2 (exception 13(b)):

(a) as at the date of this Notice there are currently 11,287,114 Options on issue under the Incentive Option Plan
(b) since the adoption of the Incentive Option Plan in 2017 a total of 11,287,114 Options have been issued under the Incentive Option Plan
(c) the maximum number of Options proposed to be issued under the Incentive Option Plan is 14,571,720; and
(d) the number of Options issued under the Incentive Option Plan will not exceed 5% of the issued capital of the Company (on a fully diluted basis).

11.4 Reason for the Incentive Option Plan

The issuing of incentivised Options is a recognised practice in Australia as part of the remuneration of employees (including senior executives) and contractors of the Company. Issuing performance-based Securities is considered a positive alternative to cash payments as the recipient benefits if the value of the Company increases – in which case all Shareholders benefit.

11.5 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 11.

12. RESOLUTION 12: APPROVAL OF SELECTIVE BUYBACK PURSUANT TO SECTION 257D OF THE CORPORATIONS ACT

12.1 Background

On 10 May 2019, the Company issued 9,945,650 Shares ( Payment Shares ) to Lakeba Ventures within the Company's placement capacity under ASX Listing Rule 7.1A as payment for the development of the AirCrypto Platform within a joint

venture entity AirCrypto Pty Ltd and paid A$51 as consideration for the acquisition of 51% of the shares in AirCrypto Pty Ltd ( AirCrypto Shares ). Details of the transaction with Lakeba Ventures were disclosed on the Company's announcement dated 13 May 2019 titled 'Acquisition of 51% interest in AirCrypto'.

On 7 September 2020 the Company announced that it had signed a share sale and purchase agreement with Lakeba Ventures to effectively reverse the Company's investment in AirCrypto Pty Ltd ( Share Sale and Purchase Agreement ). Pursuant to the Share Sale and Purchase Agreement, the Company will sell its AirCrypto Shares and assign its rights in the AirCrypto Platform to Lakeba Ventures. As consideration for the foregoing, Lakeba Ventures has agreed to the buyback and cancellation of the Payment Shares it received in the original transaction through which the Company acquired its investment ( AirCrypto Buyback ).

Pursuant to the Share Sale and Purchase Agreement, completion of the AirCrypto Buyback is subject to following conditions being satisfied or waived:

(a) The Independent Expert opining that the AirCrypto Buyback is fair and reasonable.
(b) The Company obtaining all required approvals in relation to the AirCrypto Buyback;
(c) The Company not being required to re-comply with Chapter 1 and 2 of the ASX Listing Rules as a result of the AirCrypto Buyback;
(d) The Company paying to Lakeba Ventures $910,000 on or before 14 September 2020 in full and final satisfaction of the obligation of the Company to repay debts owed to Lakeba Ventures;
(e) The Company paying all outstanding director fees owed to Mr Giuseppe Porcelli on or before 14 September 2020;
(f) Novus Capital facilitating the off-market transfer of 35,294,100 Shares held by Lakeba Ventures at a price of $0.02 per Share; and
(g) Shareholders approving Resolution 4.

Accordingly, Resolution 12 seeks Shareholder approval to enable the Company to conduct the AirCrypto Buyback.

This Resolution is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must vote in favour of this Resolution in order for it to be passed.

12.2 Corporations Act

Section 257A of the Corporations Act provides that a company may buy back its own shares if:

(a) the buyback does not materially prejudice the company's ability to pay its creditors; and
(b) the company follows the procedures laid down in Division 2 of Part 2J.1 of the Corporations Act.

Section 257H(3) of the Corporations Act provides that immediately after the registration of the transfer to the company of shares bought back, the shares are cancelled.

The procedure to conduct a buyback differs for each type of buyback. The AirCrypto Buyback is classified as a selective buyback for the purposes of Division 2 of Part 2J.1 of the Corporations Act.

Pursuant to section 257D(1) of the Corporations Act, a selective buyback must be approved by either:

(a) a special resolution passed at a general meeting of the company, with no votes being cast in favour of the resolution by any person whose shares are proposed to be bought back or by their associates; or
(b) a resolution agreed to, at a general meeting, by all ordinary shareholders.

Pursuant to section 257D(2) of the Corporations Act, the Company must include with the Notice a statement setting out all information known to the Company that is material to the decision on how to vote on this Resolution. However, the Company does not have to disclose information if it would be unreasonable to require the Company to do so because the Company had previously disclosed the information to Shareholders.

12.3 Information required pursuant to ASIC Regulatory Guide 110

ASIC Regulatory Guide 110 provides information that must be disclosed to Shareholders in a notice of meeting proposing shareholder approval for a selective buyback. Accordingly, the following information is provided in relation to the AirCrypto Buyback:

(a) the Company currently has 328,078,947 Shares on issue as at the date of this Notice;
(b) the number of Shares to be bought back is 9,945,650 representing 3.0% of the Shares on issue as at the date of this Notice;
(c) The Company waives any rights it may have had to acquire the 49% of Aircrypto held by Lakeba Ventures;
(d) the consideration being paid to Lakeba Ventures in relation to the AirCrypto Buyback is the AirCrypto Shares being 51 shares in AirCrypto Pty Ltd. The AirCrypto Shares have been written-off and have no value as per the most recently lodged accounts;
(e) please refer to section 12.1 for an explanation as to why the AirCrypto Buyback is being undertaken by the Company;
(f) no Directors will participate in the AirCrypto Buyback;
(g) the Directors consider the AirCrypto Buyback will have no effect on the cash reserves of the Company and will not impact in any way on the Company's ability to pay its creditors;
(h) the Company will transfer the AirCrypto Shares to Lakeba Ventures as consideration for the AirCrypto Buyback;
(i) advantages of the AirCrypto Buyback include:

(i) the percentage holding of Shareholders not subject to the AirCrypto Buyback will increase;
(ii) the Company will no longer own a majority holding in AirCrypto Pty Ltd and can focus on a move to a higher margin business to business focus; and
(iii) No further development costs will be incurred developing the platform;
(j) disadvantages of the AirCrypto Buyback include that the Company will no longer be offering its customers the ability to convert loyalty rewards into crypto-currency;
(k) the AirCrypto Buyback will marginally decrease shareholding in the Company of Lakeba Ventures (a substantial shareholder of the Company) as the AirCrypto Buyback will buyback the Payment Shares from Lakeba Ventures. As at the date of this Notice, those Shareholders holding more than 5% of the Company and their increased interest in the Company as a result of the AirCrypto Buyback are set out in the table below:

Substantial holder	Shares held	% (pre AirCrypto Buyback)	% (post AirCrypto buyback
Lakeba Ventures	45,239,768	13.8%	10.8%
Hotazel Holdings Pty Ltd	27,358,272	8.3%	8.6%
Mr Christopher Lister Lawrance	19,172,424	5.8%	6.0%

(l) the Payment Shares are being bought back from Lakeba Ventures.

As foreshadowed in the Company's announcement dated 9 January 2020, the Company has obtained an Independent Expert's Report in relation to the AirCrypto Buyback. The Independent Expert's Report can be found at Annexure 2. The Independent Expert's Report has concluded that, in its opinion, the AirCrypto Buyback is fair and reasonable to all Non-Associated Shareholders.

12.4 Board Recommendation

The Board, with Mr Alberto Basile abstaining, recommends that Shareholders vote in favour of Resolution 12.

GLOSSARY

AEDT means Australian Eastern Standard Time as observed in Sydney, New South Wales.

AirCrypto Buyback has the meaning given to that term in section 12.1 of the Explanatory Statement.

AirCrypto Platform means the cryptocurrency platform developed by the joint venture entity AirCrypto Pty Ltd.

AirCrypto Pty Ltd means joint venture entity AirCrypto Pty Ltd (ACN 626 070 291).

AirCrypto Shares has the meaning given to that term in section 12.1 of the Explanatory Statement.

Annexure means an annexure of this Notice.

ASIC means the Australian Securities and Investments Commission.

Associate has the meaning given to that term in sections 10 to 17 of the Corporations Act.

ASX means ASX Limited or the market operated by it, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Aubrey Sonnenberg Conversion Deed has the meaning given to that term in section 9.1 of the Explanatory Statement.

Aubrey Sonnenberg Loan has the meaning given to that term in section 9.1 of the Explanatory Statement.

Board means the current board of Directors of the Company.

Business Day means a day on which banks are open for general banking business in Sydney, Australia.

CEO means Chief Executive Officer.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth).

Closing Date has the meaning given to that term in section 11.2(j) of the Explanatory Statement.

Company or Mobecom means Mobecom Limited (ACN 125 688 940).

Company Secretary means Mr Jarrod White.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

David Fisher Loan has the meaning given to that term in section 8.1 of the Explanatory Statement.

Deed has the meaning given to that term in section 1.1 of the Explanatory Statement.

Directors means the directors of the Company from time to time.

Eligible Participant has the meaning given to that term in section 11.2(a) of the Explanatory Statement.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Executive Chairman means the executive chairman of the Company.

Expiry Date has the meaning given to that term in section 11.2(b)(v) of the Explanatory Statement.

Explanatory Statement means the explanatory statement accompanying the Notice.

Fisher Estate Representative means the legal representative (including a next of kin) of Mr David Fisher's estate.

General Meeting or Meeting means the meeting convened by the Notice.

Incentive Option Plan means the Company's employee incentive scheme the subject of Resolution 11.

Independent Expert means James Turnbull of Stanton International Securities (being the appointed independent expert).

Independent Expert's Report means the report prepared by the Independent Expert and attached to this Notice as Annexure 2.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Lakeba Ventures means Lakeba Ventures Pty Ltd (ACN 603 959 413).

LCT has the meaning given to that term in in section 1.1 of the Explanatory Statement.

LCT Debt has the meaning given to that term in section 1.1 of the Explanatory Statement.

LCT Investors has the meaning given to that term in section 1.1 of the Explanatory Statement.

Non-Associated Shareholders means the Shareholders not associated with the proposed AirCrypto Buyback.

Non-Related LCT Investors means the LCT Investors that are not Lakeba Ventures and Mr Iain Dunstan.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement, the Proxy Form and the Independent Expert's Report.

Novus Capital means Novus Capital Limited ACN 006 711 995.

Offer has the meaning given to that term in section 11.2(b) of the Explanatory Statement.

Option means an option to subscribe for the Share.

Payment Shares means the Shares issued to Lakeba Ventures Pty Ltd on 10 May 2019 as described in the Company's announcement titled 'Acquisition of 51% Interest in AirCrypto' on 13 May 2019.

Placement means the placement as announced to the market on 12 February 2020.

Placement Participant means the sophisticated and professional investors who participated in the Placement.

Placement Shares means the 12,245,000 Shares issued to professional and sophisticated investors pursuant to the Placement.

Previous Director Loan Free Attaching Options means the Options to be issued to previous Directors in satisfaction of the Rodney Walker Loan and the David Fisher Loan of which the terms are set out in Annexure 3.

Proposed Placement has the meaning given to that term in section 10.1 of the Explanatory Statement.

Proposed Placement Participant has the meaning given to that term in section 10.2 of the Explanatory Statement.

Proposed Placement Shares has the meaning given to that term in section 10.1 of the Explanatory Statement.

Proxy Form means the proxy form accompanying the Notice.

Related Party as defined in section 228 of the Corporations Act and Chapter 19 of the ASX Listing Rules.

Resolution means a resolution set out in the Notice.

Rodney Walker Loan has the meaning given to that term in section 6.2 of the Explanatory Statement.

Securities as defined in Chapter 19 of the ASX Listing Rules.

Share means a fully paid ordinary share in the capital of the Company.

Share Sale and Purchase Agreement has the meaning given to that term in section 12.1 of the Explanatory Statement.

Shareholder means a holder of a Share.

Thomson Geer means Thomson Geer Lawyers situated at Level 14, 60 Martin Place, Sydney, New South Wales.

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All Correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia  By Fax: +61 2 9290 9655

 Online: www.boardroomlimited.com.au

 By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 4:00pm (AEDT) on Wednesday 25 November 2020.

	TO	VOTE ONLINE
STEP	1:	VISIThttps://www.votingonline.com.au/mbmgm2020
STEP	2:	Enter your Postcode OR Country of Residence (if outside Australia)
STEP	3:	Enter your Voting Access Code (VAC):

Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows: Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 4:00pm (AEDT) on Wednesday 25 November 2020 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

 Online https://www.votingonline.com.au/mbmgm2020  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia

 In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Mobecom Limited ACN 125 688 940

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Mobecom Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the General Meeting of the Company to be held at the Novus Capital, Level 11, 95 Pitt Street Sydney NSW 2000 on Friday, 27 November 2020 at 4:00pm (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolutions 1 - 9 I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of these Resolutions even though Resolutions 1 - 9 are connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolutions 1 - 9). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.

STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

			AGAINST ABSTAIN*
Res	1	Approval for issue of Shares to Lakeba	Res 7	Approval for issue of shares to Mr Todd
		Ventures upon conversion of debt		Ruppert in lieu of previous director fees
Res	2	Approval for issue of securities to Mr Iain	Res 8	Approval for issue of shares to the Fisher
		Dunstan upon conversion of debt		Estate representative in satisfaction of
				loan
Res	3	Approval for issue of securities to Mr Alberto	Res 9	Approval to issue shares to Mr Aubrey
		Basile in lieu of previous director fees		Sonnenberg upon conversion of debt
Res	4	Approval for issue of shares to Lakeba	Res 10	Approval to issue shares under proposed
		Ventures		placement
Res	5	Approval for issue of securities to Mr	Res 11	Re-adoption of incentive option plan
		Rodney Walker in lieu of previous director
		fees
Res	6	Approval for issue of securities to Mr	Res 12	Approval of selective buyback pursuant
		Rodney Walker in satisfaction of loan		to section 257D of the corporations act

STEP 3 SIGNATURE OF SECURITYHOLDERS This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director

Securityholder 3

Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2020

PO Box 1908 West Perth WA 6872 Australia

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Level 2, 1 Walker Avenue West Perth WA 6005 Australia

8 September 2020

Tel: +61 8 9481 3188 Fax: +61 8 9321 1204 ABN: 42 128 908 289 AFS Licence No: 448697 www.stantons.com.au

The Independent Directors Mobecom Limited Suite 305, Level 3 35 Lime Street Sydney NSW 2000

Dear Directors,

Independent Expert’s Report for Mobecom Limited Relating to Selective Buyback

1 Executive Summary

Opinion

1.1 In our opinion, the proposed Buyback Transaction, including the proposal outlined in Resolution 14 of the NoM that allows for the selective buyback of 9,945,650 ordinary shares from Lakeba Ventures is considered FAIR and REASONABLE to the shareholders of Mobecom as at the date of this report.

Introduction

1.2 Stantons International Securities Pty Ltd ( “SIS ”) have been engaged by the independent directors of Mobecom Limited (“ Mobecom ” or the “ Company ”) to prepare an Independent Expert’s Report (“ IER ”) to determine the fairness and reasonableness of the proposal contained in Resolution 14 of the attached Notice of Meeting (“ NoM ”) and Explanatory Statement (“ ES ”). The NoM will be released prior to a general meeting of Mobecom shareholders to be held in or around October 2020.
1.3 Mobecom is a Sydney based software company listed on the Australian Securities Exchange (“ ASX ”). The Company’s primary activity is to provide customer engagement technology to customers in Australia, Singapore and South Africa through its AirBux EEP (“ AirBux ”) product, a digital lifestyle rewards mobile application platform. The Company also holds a 51% interest in AirCrypto Pty Ltd (“ AirCrypto ”), a special purpose vehicle which holds a software code designed to transfer and convert cryptocurrency into AirBux related products (the “ AirCrypto Platform ”).
1.4 Mobecom’s interest in AirCrypto was acquired from Lakeba Ventures Pty Ltd (“ Lakeba Ventures ”) in May 2019. Lakeba Ventures is a wholly owned subsidiary of Sydney based venture capital company Lakeba Group Pty Ltd (“ Lakeba Group ”), a significant shareholder and lender to Mobecom.
1.5 On 9 January 2020, Mobecom announced it had entered into a Share Sale and Purchase Agreement with Lakeba Ventures to effectively reverse the Company’s investment in AirCrypto (“ Share Sale and Purchase Agreement ”). Under the Share Sale and Purchase Agreement, Mobecom have agreed to:
buyback 9,945,650 ordinary shares from Lakeba Ventures that were initially issued as consideration for the development of the AirCrypto Platform; and

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Liability limited by a scheme approved under Professional Standards Legislation

Stantons Is a member of the Russell Bedford International network of firms

Mobecom Limited Independent Expert’s Report 8 September 2020

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sell the 51% interest it holds in AirCrypto to Lakeba Ventures (together, the “ Buyback Transaction ”).
1.6 We note that additional contemporaneous transactions are proposed by the Company, as per resolutions 1, 2, 3 and 5 to 10 of the NoM[1] , however these resolutions are independent of Resolution 14 and are outside of the scope of this IER.

Scope and Purpose of Report

Purpose

1.7 The Buyback Transaction is classified as a selective buyback for the purpose of Division 2 of Part 2J.1 of the Corporations Act 2001 (“ TCA ”). Pursuant to Section 257D (“ s257D ”) (Item 1) of TCA, a selective buyback must be approved by either a special resolution passed at a general meeting of the company where no votes are cast by any person whose shares are proposed to be bought back or their associates; or by a resolution agreed to by all shareholders unanimously at a general meeting.
1.8 Accordingly, Mobecom is seeking approval from the shareholders who are not excluded from voting on the proposal (the “ Non-Associated Shareholders ”) for the selective buyback of 9,945,650 ordinary shares from Lakeba Ventures under Resolution 14 of the NoM.

Basis of Evaluation

1.9 With regard to the Australian Securities and Investments Commission (“ ASIC ”) Regulatory Guide 111: Content of Expert Reports (“ RG111 ”) and ASIC Regulatory Guide 110: Share buybacks (“ RG110 ”), we have assessed the Buyback Transaction as:
fair if the value of Mobecom shares being bought back is greater than the consideration paid, being Mobecom’s 51% interest in AirCrypto; and
reasonable if it is fair, or reasonable if despite not being fair there are sufficient reasons for Non-Associated Shareholders to accept the offer.
1.10 We note that the Buyback Transaction is not considered to be a control transaction for the purpose of following guidance outlined in RG111.

Fairness Assessment

Mobecom Share Value Prior to Buyback Transaction

1.11 We have assessed the fair market value of an ordinary share in Mobecom prior to the Buyback Transaction using methodology based on enterprise value (“ EV ”) to revenue multiples derived from an assessment of both comparable companies and comparable merger and acquisition (“ M&A ”) transactions. Whilst an EV to revenue multiple is not considered to have a robust theoretical valuation basis, it is a commonly applied industry rule of thumb valuation methodology for similar businesses.
1.12 Our assessed fair market value of a Mobecom ordinary share, pre-Buyback Transaction and as at 8 September 2020, is as follows:

1 We note that other resolutions contained in the NoM relate to the ratification of prior security issues

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Table 1. Valuation of Mobecom Shares prior to Buyback Transaction

	Ref	Low	Preferred	High
Mobecomgross revenue($)	4.12	3,426,558	3,426,558	3,426,558
EV/revenue multiple(x)	7.6	1.7	3.0	4.3
Mobecom EV($)		5,886,430	10,292,546	14,698,663

Add: cash($)	4.15	68,000	68,000	68,000
Less: total borrowings($)	4.15	(2,705,368)	(2,705,368)	(2,705,368)
Mobecom ordinary equity value($)		3,249,062	7,655,178	12,061,295

Shares outstanding pre-Buyback Transaction	4.17	328,078,947	328,078,947	328,078,947

Valueper share($)		0.010	0.023	0.037
Source: SIS analysis

1.13 We note that the number of shares outstanding in the above valuation is prior to the Buyback Transaction and does not include the potential conversion of any outstanding options. The value of outstanding options is considered to be negligible, since the options are either deep out of the money (based on the last traded share price), or contain vesting conditions which we consider unlikely to be achieved (refer paragraph 7.10).

Fairness Assessment

1.14 In determining the fairness of the Buyback Transaction, we have compared the value of a Mobecom share prior to the Buyback Transaction with the value of the consideration paid for the buyback of Mobecom shares, being the value of its 51% interest in AirCrypto.
1.15 We note that:
AirCrypto is not an operational business;
Mobecom has written down its interest in AirCrypto to nil in its accounts;
the AirCrypto Platform was specifically designed for use in conjunction with Mobecom’s AirBux platform; and
the business has been discontinued by Mobecom.
1.16 Accordingly, we consider the value of AirCrypto is negligible (refer to paragraphs 8.6 and 8.7 for further discussion on the AirCrypto valuation).
1.17 Our fairness assessment of the Buyback Transaction is as set out below.

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Table 2. Buyback Transaction Fairness

	Ref	Low	Preferred	High
Valueper Mobecom share2 ($)	7.7	0.010	0.023	0.037
Number of shares in Buyback Transaction	2.5	9,945,650	9,945,650	9,945,650
Total value of shares bought back($)		98,495	232,065	365,636

Value of AirCrypto($)	8.7	neg	neg	neg
Total value of considerationpaid($)		neg	neg	neg

Fairness conclusion		Fair	Fair	Fair
Source: SIS analysis

Reasonable Assessment

1.18 As the Buyback Transaction is considered to be FAIR, under RG111.12 it is considered to be REASONABLE. In assessing whether there are sufficient reasons to accept the proposal under Resolutions 14, we also considered the likely advantages and disadvantages of the proposed Buyback Transaction to Non-Associated Shareholders.

Table 3. Buyback Transaction Reasonableness


Advantages Disadvantages


▪ The Buyback Transaction is considered fair ▪ The ownership interest of Non-Associated Shareholders in Mobecom will increase ▪ Focuses the Company on exploiting growth opportunities in its core operations	▪ The buyback is not available to Non-Associated Shareholders ▪ Non-Associated Shareholders will no longer have an interest in AirCrypto ▪ Major shareholders (besides Lakeba Ventures) will increase their interests in Mobecom

Source: SIS analysis

Other Factors

1.19 We note that, as described in 14.1 of the NoM, the Buyback Transaction is subject to several conditions being satisfied or waived. As these potential transactions are outside of the scope of this IER and are not certain to be met, we have not considered the value impact of these transactions occurring. We have conducted our fairness and reasonableness assessment solely on the Buyback Transaction. Shareholders should be aware that there is no certainty that the conditions will be met or waived, and that approval of the Buyback Transaction does not guarantee that it will complete.

Conclusion

1.20 In our opinion, the Buyback Transaction proposal subject to Resolution 14 is FAIR and REASONABLE to the Non-Associated Shareholders.
1.21 This opinion must be read in conjunction with the more detailed analysis included in this report, together with the disclosures, Financial Services Guide, and appendices to this report.

2 Figures have been rounded

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Financial Services Guide

Dated 8 September 2020

Stantons International Securities Pty Ltd (Trading as Stantons International Securities)

Stantons International Securities Pty Ltd (ABN 42 128 908 289 and AFSL Licence No 448697) ( “SIS” or “we” or “us” or “ours” as appropriate) has been engaged to issue general financial product advice in the form of a report to be provided to you.

Financial Services Guide

In the above circumstances, we are required to issue to you, as a retail client, a Financial Services Guide (“ FSG ”). This FSG is designed to help retail clients make a decision as to their use of the general financial product advice and to ensure that we comply with our obligations as financial services licensees.

This FSG includes information about:

a) who we are and how we can be contacted;
b) the services we are authorized to provide under our Australian Financial Services Licence, Licence No: 448697;
c) remuneration that we and/or our staff and any associated receive in connection with the general financial product advice;
d) any relevant associations or relationships we have; and
e) our complaints handling procedures and how you may access them.

Financial services we are licensed to provide

We hold an Australian Financial Services Licence which authorises us to provide financial product advice in relation to:

▪ Securities (such as shares, options and debt instruments)

We provide financial product advice by virtue of an engagement to issue a report in connection with a financial product of another person. Our report will include a description of the circumstances of our engagement and identify the person who has engaged us. You will not have engaged us directly but will be provided with a copy of the report as a retail client because of your connection to the matters in respect of which we have been engaged to report.

Any report we provide is provided on our own behalf as a financial services licensee authorised to provide the financial product advice contained in the report.

General Financial Product Advice

In our report, we provide general financial product advice, not personal financial product advice, because it has been prepared without taking into account your personal objectives, financial situation or needs. You should consider the appropriateness of this general advice having regard to your own objectives, financial situation and needs before you act on the advice. Where the advice relates to the acquisition or possible acquisition of a financial product, you should also obtain a product disclosure statement relating to the product and consider that statement before making any decision about whether to acquire the product. Where you do not understand the matters contained in the Independent Expert’s Report, you should seek advice from a registered financial adviser.

Benefits that we may receive

We charge fees for providing reports. These fees will be agreed with, and paid by, the person who engages us to provide the report. Fees will be agreed on either a fixed fee or time cost basis. Our fee for preparing

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this report is expected to be up to A$20,000 exclusive of GST. This fee includes remuneration for prior versions of expert reports which were prepared in relation to the Buyback Transaction, but to address resolutions which were subsequently withdrawn or amended.

You have a right to request for further information in relation to the remuneration, the range of amounts or rates of remuneration and you can contact us for this information.

Except for the fees referred to above, neither SIS, nor any of its directors, employees or related entities, receive any pecuniary benefit or other benefit, directly or indirectly, for or in connection with the provision of the report.

Remuneration or other benefits received by our employees

SIS has no employees and Stantons International Audit and Consulting Pty Ltd charges a fee to SIS. Stantons International Audit and Consulting Pty Ltd employees and contractors are eligible for bonuses based on overall productivity but not directly in connection with any engagement for the provision of a report.

Referrals

We do not pay commissions or provide any other benefits to any person for referring customers to us in connection with the reports that we are licensed to provide.

Associations and relationships

SIS is ultimately a wholly owned subsidiary of Stantons International Audit and Consulting Pty Ltd a professional advisory and accounting practice. From time to time, SIS and Stantons International Audit and Consulting Pty Ltd (that trades as Stantons International) and/or their related entities may provide professional services, including audit, accounting and financial advisory services, to financial product issuers in the ordinary course of its business.

Complaints resolution

Internal complaints resolution process

As the holder of an Australian Financial Services Licence, we are required to have a system for handling complaints from persons to whom we provide financial product advice. All complaints must be in writing, addressed to:

The Complaints Officer Stantons International Securities Pty Ltd Level 2 1 Walker Avenue WEST PERTH WA 6005

When we receive a written complaint, we will record the complaint, acknowledge receipt of the complaints within 10 days and investigate the issues raised. As soon as practical, and not more than 45 days after receiving the written complaint, we will advise the complainant in writing of our determination.

Referral to External Dispute Resolution Scheme

A complainant not satisfied with the outcome of the above process, or our determination, has the right to refer the matter to the Australian Financial Complaints Authority (“ AFCA ”). AFCA has been established to provide free advice and assistance to consumers to help in resolving complaints relating to the financial services industry.

Further details about AFCA are available at the AFCA website www.afca.org.au or by contacting them directly via the details set out below.

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Australian Financial Complaints Authority Limited GPO Box 3 MELBOURNE VIC 3001

Telephone: 1800 931 678

SIS confirms that it has arrangements in place to ensure it continues to maintain professional indemnity insurance in accordance with s.912B of the Corporations Act 2001 (as amended). In particular our Professional Indemnity insurance, subject to its terms and conditions, provides indemnity up to the sum insured for SIS and our authorised representatives / representatives / employees in respect of our authorisations and obligations under our Australian Financial Services Licence. This insurance will continue to provide such coverage for any authorised representative / representative / employee who has ceased work with SIS for work done whilst engaged with us.

Contact details

You may contact us using the details set out at above or by phoning (08) 9481 3188 or faxing (08) 9321 1204.

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1	Executive Summary ......................................................................................................................... 1
2	Summary of Buyback Transaction ................................................................................................. 9
3	Scope .............................................................................................................................................. 11
4	Profile of Mobecom ....................................................................................................................... 13
5	Profile of Lakeba Group ................................................................................................................ 19
6	Valuation Methodology ................................................................................................................. 20
7	Valuation of Mobecom Shares ..................................................................................................... 21
8	Fairness Evaluation ....................................................................................................................... 26
9	Reasonableness Evaluation ......................................................................................................... 28
10	Opinions ......................................................................................................................................... 29
11	Shareholders Decision .................................................................................................................. 29
12	Source of Information ................................................................................................................... 29

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2 Summary of Buyback Transaction

Background

2.1 On 13 May 2018, Mobecom entered a memorandum of understanding (“ MOU ”) with Lakeba Group for the development of the AirCrypto Platform, a blockchain and cryptocurrency exchange platform designed to integrate with Mobecom’s existing AirBux platform. Lakeba Ventures developed the AirCrypto Platform in a special purpose vehicle, AirCrypto. Mobecom agreed to pay Lakeba Group $1,000,000 for the development of the AirCrypto Platform in either cash or scrip. Under the MOU, Mobecom had the right, but not the obligation, to acquire an interest of up to 51% in AirCrypto in exchange for $51.
2.2 Mobecom announced that it had exercised its right to acquire 51% of AirCrypto on 13 May 2019. Pursuant to the MOU, Mobecom issued 9,945,650 ordinary shares to Lakeba Ventures at a deemed issue price of $0.101 per share in fulfillment of the $1,000,000 development fee. Subsequently, Mobecom also retained the right to acquire the remaining 49% of AirCrypto from Lakeba within 12 months of the launch of the AirCrypto Platform
2.3 In June 2019, the Company undertook a change in management and a review of the Company’s long-term strategy. As a result, Mobecom decided to change the focus of its business, including to discontinue its development of the AirCrypto Platform.
2.4 On 9 January 2020, Mobecom announced that it had entered into the Share Sale and Purchase Agreement with Lakeba Ventures that effectively reverses its investment in AirCrypto.

Proposed Buyback Transaction

2.5 Pursuant to the Share Sale and Purchase Agreement, Mobecom is seeking approval for the buyback of ordinary shares initially issued as consideration for the development of AirCrypto. It is proposed that under the Buyback Transaction:
9,945,650 ordinary shares issued to Lakeba Ventures as compensation for the development of the AirCrypto Platform will be bought back and cancelled by Mobecom for nil consideration; and
the 51% interest in AirCrypto held by Mobecom will be transferred back to Lakeba Ventures.
2.6 The potential impact on the capital structure of Mobecom should the proposed Buyback Transaction complete is presented below. We note the Buyback Transaction is independent of all other resolutions contemplated by the NoM. Accordingly, the capital structure impact outlined below only reflects the Buyback Transaction per Resolution 14.

Table 4. Proposed Buyback Transaction capital structure implications

Ordinary shares	Pre- Buyback Transaction ordinary shares	Pre-Buyback Transaction percentage interest	Buyback Transaction impact	Post Buyback Transaction potential ordinary shares	Post Buyback Transaction percentage interest

Lakeba Ventures	45,239,768	13.79%	(9,945,650)	35,294,118	11.09%
Other shareholders	282,839,179	86.21%	-	282,839,179	88.91%

Total ordinary shares	328,078,947	100.00%	(9,945,650)	318,133,297	100.00%

Source: SIS analysis

2.7 Whilst Resolution 14 is independent of the other resolutions in the NoM, for information purposes the impact on the equity structure of implementing all the proposals is as follows. We note Resolutions 4, 11 and 12 relate to the ratification of share issues already completed, and

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Resolution 13 to the re-adoption of the incentive option plan, and hence do not impact the number of securities outstanding. Full details of Resolutions 1 to 14 are contained in the NoM and ES.

Table 5. Equity Structure Impact of all Resolutions

Transaction	Resolution	Shares	Free attaching options	Options
Current shares outstanding		328,078,947	-	52,687,565

Lakeba Ventures(LCT debt conversion)	1	2,729,970	-	-
Iain Dunstan(remuneration)	2	-	-	6,000,000
Iain Dunstan(LCT debt conversion)	2	787,491	-	-
Alberto Basile(director fees)	3	1,500,000	-	-
Lakeba Ventures subscription	5	10,000,000	-	-
RodneyWalker(director fees)	6	3,300,000	-	-
RodneyWalker(director loans)	6	666,666	666,666	-
Todd Ruppert(director fees)	7	2,000,000	-	-
Todd Ruppert(director loans)	7	11,600,000	1,600,000	-
David Fisher Estate(loan settlement)	8	666,666	666,666	-
AubreySonnenberg (debt conversion)	9	6,750,000	-	-
Potentialplacement	10	200,000,000	-	-
Buyback Transaction	14	(9,945,650)	-	-

Potential total securities		558,134,090	2,933,332	58,687,565

Source: Mobecom NoM, SIS analysis

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3 Scope

Purpose of the Report

3.1 The independent directors of Mobecom have engaged SIS to prepare an IER to assess the fairness and reasonableness of the proposal contained in Resolution 14 of the NoM for the purpose of informing their voting decision on the proposed Buyback Transaction.
3.2 A selective buyback under TCA is an acquisition by a company of its own shares that is not considered to be:
a) a buyback under an equal-access scheme (under which all ordinary shareholders receive an offer to buy the same percentage of their ordinary shares under the same terms) as per Section 257B Items 2 and 3;
b) a buyback of all a holder’s shares in a listed corporation if the shares are less than a marketable parcel within the rules of the relevant financial market;
c) an on-market buyback; or
d) an employee share scheme buyback.
3.3 Therefore, the Buyback Transaction is classified as a selective buyback for the purpose of Division 2 of part 2J.1 of TCA.
3.4 Pursuant to s257D (item 1) of TCA, a selective buyback must be approved by either, or be conditional on approval at a general meeting by:
a) a special resolution with no votes being cast in favour of the resolution by any person whose shares are proposed to be bought back or by their associates; or
b) a unanimous resolution agreed to by all ordinary shareholders.
3.5 RG110.18 provides that if a company proposes to buy a significant percentage of shares or the holdings of a major shareholder, it should consider providing an IER with a valuation of the shares to satisfy the information requirements for the shareholder meeting.
3.6 Lakeba Ventures is currently the largest shareholder of Mobecom holding approximately a 13.79% interest in the ordinary shares, and accordingly the directors of the Company have engaged SIS to prepare an IER to provide a valuation on the shares to be bought back.
3.7 Accordingly, the Company intends to seek approval from Non-Associated Shareholders for the Buyback Transaction as outlined in Resolution 14 of the NoM, pursuant to s257D (Item 1) of TCA. Basis of Evaluation
3.8 In determining the fairness and reasonableness of the Buyback Transaction, we have had regard to the guidelines set out by ASIC’s RG111 and RG110.
3.9 The Buyback Transaction is not considered to be a control transaction under RG111. Therefore, RG111.11 is not applicable, and no control premium has been applied.
3.10 RG111 requires a separate assessment of whether a transaction is “fair” and whether it is “reasonable”.
3.11 We have therefore considered the concepts of “fairness” and “reasonableness” separately. The basis of assessment selected and the reasons for that basis are discussed below.

Fairness

3.12 As per RG111, the Buyback Transaction is considered to be fair if: ▪ the consideration paid to buy back the shares from Lakeba Ventures (being the value of

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AirCrypto) is less than;

the value of the Mobecom shares that are to be bought back.
3.13 The value of existing Mobecom ordinary shares are assessed at fair market value, which is defined by the International Glossary of Business Valuation Terms as:
- “The price, expressed in terms of cash equivalents, at which property would change hands between a hypothetical willing and able buyer and a hypothetical willing and able seller, acting at arm’s length in an open and unrestricted market, when neither is under compulsion to buy or sell and when both have reasonable knowledge of the relevant facts.”
3.14 While RG111 contains no explicit definition of value, we believe the above definition of fair market value is consistent with RG111.11 and common market practice.

Reasonableness

3.15 With regard to RG111.12, we have defined the proposed Buyback Transaction as being reasonable if it is fair, or if despite not being fair SIS believe that there are sufficient reasons for the Non-Associated Shareholders to accept the proposal.
3.16 We have therefore considered whether the advantages to Non-Associated Shareholders outweigh the disadvantages.

Individual Circumstances

3.17 We have evaluated the proposed Buyback Transaction for Non-Associated Shareholders generically. We have not considered the effect on the particular circumstances of individual investors. Due to their personal circumstances, individual investors may place different emphasis on various aspects of the proposed Buyback Transaction from those adopted in this report. Accordingly, individuals may reach a different conclusion to ours on whether the proposed Buyback Transaction is fair and reasonable. If in doubt, investors should consult an independent financial adviser about the impact of the proposed Buyback Transaction on their specific financial circumstances.

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4 Profile of Mobecom

History and Principal Activities

4.1 Mobecom is a primarily business to business (“ B2B ”) software company based in Sydney, Australia and listed on ASX. The Company provides customer engagement technology to business customers in Australia, Singapore and South Africa. Mobecom’s recent activities include the following business units.

AirBux

4.2 The primary product of the Company, AirBux is a mobile application platform providing a digital lifestyle rewards program, offering mobile payment, ordering, loyalty, bookings and local offers. The product provides liquidity for rewards and loyalty schemes by converting points into a singular “AirBux” digital rewards currency, which can be redeemed at a variety of participating businesses.

SeventeenHundred

4.3 An online platform that assists with work-life integration by providing resources, services and support for organisations and employees to better balance their work commitments and non-work responsibilities.

AirCrypto Platform

4.4 A cryptocurrency platform that allows users to transfer cryptocurrencies into their AirBux account from other platforms and convert into AirBux. The Company acquired a 51% interest in a joint venture with Lakeba Ventures in May 2019 after exercising an agreed right. The acquisition involved the issue of 9,945,650 shares to Lakeba at a deemed issue price of $0.101. The Company had a further right to acquire the remaining shares within 12 months of the official launch of the product. However, as of January 2020 the Company agreed to sell back the 51% to Lakeba Ventures, with the 9,945,650 to be bought back for nil consideration or cancelled, as per the Buyback Transaction

Paid By Coins

4.5 Mobecom acquired an 80% interest in Paid By Coins Pty Ltd (“ PBC ”) from Lakeba Ventures in December 2018 for 35,294,118 ordinary shares at a deemed issue price of $0.17 per share. PBC was a platform that allowed customers to make payments for bills or to any Australian bank account using cryptocurrencies. Mobecom has written off its investment in PBC, and as announced on 5 June 2020 the Company and Lakeba Group have agreed for PBC to be voluntarily deregistered pursuant to Section 601AA of TCA. We note that Mobecom has recently wound up PBC.

Current Position

4.6 Mobecom has been suspended from trading on ASX since 29 July 2019.
4.7 We note that Mobecom recognised goodwill of $6,197,061 on acquisition of its interest in PBC. The Company subsequently impaired this value in the 31 December 2019 accounts based on an impairment assessment by the directors.
4.8 The Company has recently begun a restructure and is pivoting towards a B2B business model (having historically been focused on business to consumer (“ B2C ”)).
4.9 We have been informed by Mobecom directors that as at 8 September 2020, the Company intends to retire the AirBux platform, and has spent $768,220 on development costs for a replacement product called Mosaic.
4.10 Mobecom has recently announced Novus Capital as an advisor to the Company on a potential debt restructuring and capital raising, for the purpose of financing working capital and acquisitions.

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Board of Directors

4.11 The current board of directors of Mobecom, as at 8 September 2020, are:

Table 6. Mobecom Board of Directors

Director	Position	Start date	Details

			Mr Dunstan was the interim Chief
			Executive Officer (“CEO”) of Mobecom
			from June 2019 to March 2020. He has
			over 15 years of experience as CEO of
			ASX listed technology companies, with a
Iain Dunstan	Executive Chairman	13 June 2019	focus on start-ups and turn-arounds.
			Mr Joseph has more than 20 years of
			experience in senior management across
			the banking, financial services, food and
			beverages, and customer relationship
			management and loyalty industries. He is
			the director of the Africa and Middle East
Christopher Joseph	Executive Director	11 April 2020	region for Mobecom.

			Dr Basile has a background in finance, risk
			oversight and project management in
			Australia, China, and Europe, including 9
			years in risk and oversight at a large
	Non-Executive		Australian bank, and is related to Lakeba
Alberto Basile	Director	10 April 2020	Group.
Source: S&P Capital IQ

Financial Performance

4.12 Mobecom’s audited statements of comprehensive income for the financial years ended 30 June 2018 and 30 June 2019, and preliminary statement of comprehensive income for the financial year ended 30 June 2020, are set out below.

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Table 7. Mobecom Statement of Comprehensive Income

	Audited 12 months to 30 June 2018 ($)	Audited 12 months to 30 June 2019 ($)	Preliminary 12 months to 30 June 2020 ($)

Revenues from continuingoperations	1,310,534	3,699,519	3,426,558
Cost of sales	(214,610)	(2,133,022)	(1,595,542)
Grossprofit	1,095,924	1,566,497	1,831,016

Other revenues	1,071,946	787,551	420,826
Employee benefit expense	(4,271,376)	(4,072,706)	(2,185,052)
Administrative and other corporate costs	(3,075,449)	(2,367,342)	(2,161,573)
Employee benefits expense-share based payments	(267,745)	(1,735,679)	-
Depreciation and amortisation	(201,917)	(17,919)	(22,220)
Impairment of intangibles	(150,000)	-	(6,203,995)
Impairment of development costs	-	(1,000,000)	-
Finance costs	(620,817)	(575,666)	(426,767)
Listingfee recognised on reverse acquisition	(6,008,560)	-	-
Loss on revaluation of fair value asset	-	-	(1,699)
Foreign exchange losses	-	-	(58,449)
Earnings before taxes	(12,427,994)	(7,415,264)	(8,807,913)

Taxes and other expenses
Provision for income tax	-	-	-
Loss attributable to non-controllinginterest	-	14,792	(35,493)
Net income/(loss)	(12,427,994)	(7,400,472)	(8,843,406)

Other comprehensive income/(loss),net of tax	(38,609)	(35,706)	(61,967)
Gain on derecognition of subsidiary	-	-	1,974,822

Total comprehensive income/(loss)	(12,466,603)	(7,436,178)	(6,930,551)
Source: S&P Capital IQ

4.13 We note the result for the 12 months to 30 June 2020 was significantly impacted by the impairment of intangible assets of $6,203,995 related to PBC, which is a one-off event.
4.14 We note that Mobecom operates primarily a software as a service (“ SaaS ”) business model and has advised that a significant majority of its revenues are through ongoing subscriptions for its software application products.

Financial Position

4.15 Set out below is the audited statement of financial position of Mobecom as at 30 June 2019 and the preliminary position as at 30 June 2020 (which remains subject to audit). We have made the following adjustments to estimate Mobecom’s financial position as at 8 September 2020.
Cash balance decreased by $1,118 to $68,000 based on the current cash balance of the Company as at 7 September 2020, as provided by Mobecom management. A corresponding adjustment of $1,118 has been made to accumulated losses.

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▪ Borrowings reduced by $837,892, with a corresponding increase to share capital. This related to the conversion of $722,392 of debt held by Lakeba Capital Unit Trust (“ LCT ”) into 36,119,608 ordinary shares on 7 September 2020 at $0.02 per share, $10,500 of debt held by LCT into 524,994 ordinary shares on 8 September 2020 at $0.02 per share, and $105,000 of convertible notes into 2,625,000 ordinary shares on 20 July 2020.

Table 8. Mobecom Statement of Financial Position

	Audited as at 30 June 2019 ($) Preliminary as at 30 June 2020 ($) Adjustments ($) Adjusted as at 8 Sept 2020 ($)	Audited as at 30 June 2019 ($) Preliminary as at 30 June 2020 ($) Adjustments ($) Adjusted as at 8 Sept 2020 ($)	Audited as at 30 June 2019 ($) Preliminary as at 30 June 2020 ($) Adjustments ($) Adjusted as at 8 Sept 2020 ($)	Audited as at 30 June 2019 ($) Preliminary as at 30 June 2020 ($) Adjustments ($) Adjusted as at 8 Sept 2020 ($)


Current assets
Cash and cash equivalents	1,070,201	69,118	(1,118)	68,000
Trade and other receivables	1,443,658	730,640	-	730,640
Other assets	69,785	54,899	-	54,899
Total current assets	2,583,644	854,657	(1,118)	853,539

Non-current assets
Property, plant and equipment	70,018	44,700	-	44,700
Intangible assets	6,197,061	765,481	-	765,481
Other assets	49,386	-	-	-
Total non-current assets	6,316,465	810,181	-	810,181

Current liabilities
Trade and otherpayables	(4,427,766)	(2,878,806)	-	(2,878,806)
Provisions	(328,574)	(217,239)	-	(217,239)
Borrowings	(1,461,767)	(3,543,260)	837,892	(2,705,368)
Deferred revenue	(315,127)	(66,959)	-	(66,959)
Total current liabilities	(6,533,234)	(6,706,264)	837,892	(5,868,372)

Non-current liabilities
Borrowings	(541,263)	-	-	-
Deferred revenue	(197,403)	-	-	-
Provisions	(130,256)	(66,553)	-	(66,553)
Trade and otherpayables	(499,767)	(846,243)	-	(846,243)
Total non-current liabilities	(1,368,689)	(912,796)	-	(912,796)

Total net assets/(liabilities)	998,186	(5,954,222)	836,774	(5,117,448)

Shareholders' equity
Share capital	26,162,391	26,140,534	837,892	26,978,426
Accumulated losses	(27,880,788)	(34,713,879)	(1,118)	(34,714,997)
Reserves	2,780,592	2,718,625	-	2,718,625
Totalparent entity equity	1,062,195	(5,854,720)	836,774	(5,017,946)

Minorityinterest	(64,009)	(99,502)	-	(99,502)
Total shareholders’ equity	998,186	(5,954,222)	836,774	(5,117,448)

Source: S&P Capital IQ, SIS analysis

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4.16 We note goodwill recorded due to the acquisition of PBC of $6,197,061 was impaired in the financial accounts for the six months to 31 December 2019.

Current Equity Position

4.17 As at 8 September 2020, the equity capital structure of Mobecom was as follows.

Table 9. Current Equity Structure

Security	Number	Exercise	Expiry date
Ordinaryshares	328,078,947	N/A	N/A
Ordinary shares on issue	328,078,947

Quoted options	33,500,000	$0.10	30 Jun 21
Unlisted options	5,700,000	nil	11 Oct 20
Unlisted options	4,980,499	$0.26	11 Oct 20
Unlisted options	4,346,768	$0.26	31 Dec 20
Unlisted options	576,618	$0.26	31 Dec 20
Unlisted options	636,545	$0.26	17 Dec-21
Unlisted options	2,947,135	$0.05	10-Jul-22
Total options on issue	52,687,565

Fully diluted ordinary shares	380,766,512

Source: Mobecom 2019 Annual Report, ASX announcements

4.18 We note that the ordinary shares of Mobecom include recent issues of:
524,994 ordinary shares on conversion of LCT debt (and distribution to the underlying unit holder) on 8 September 2020;
36,119,608 ordinary shares on conversion of LCT debt and distribution to the underlying unit holders) on 7 September 2020;
2,625,000 ordinary shares on conversion of convertible notes with a value of $105,000 on 20 July 2020;
9,416,666 ordinary shares on 23 June 2020 to settle loans of $565,000; and
2,887,500 ordinary shares on conversion of convertible notes with a value of $113,000 on 24 June 2020.

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4.19 The top 20 ordinary shareholders as at 8 September 2020 were as follows.

Table 10. Top 20 Shareholders

Shareholder	Number of shares	Percentage
Lakeba Ventures	45,239,768	13.79%
Hotazel Holdings PtyLtd	27,358,272	8.34%
Berne No. 132 Nominees PtyLtd <732419 A/C>	19,172,424	5.84%
HSBC CustodyNominees(Australia)Ltd	17,090,635	5.21%
DMT Holdings PtyLtd	15,749,858	4.80%
Jason David Brown	15,722,787	4.79%
Jason Brown PtyLtd	13,812,429	4.21%
AubreyJohn Sonnenberg	12,472,992	3.80%
William Patrick Pitcher	12,331,986	3.76%
Whatsnxt Pte Ltd	9,669,763	2.95%
MarleyHoldings PtyLtd	8,751,451	2.67%
IronfuryPtyLtd <The David Dunn Family	5,000,000	1.52%
Orca Capital Gmbh	3,933,107	1.20%
Sean Robert Smith	3,502,992	1.07%
Lomacott PtyLtd	3,218,040	0.98%
Vicki Kazacos & Peter Kazacos	2,940,781	0.90%
Jane Singh	2,666,666	0.81%
Pamela van Zyl & Brenda Iris Tripp	2,569,044	0.78%
Chembank PtyLtd	2,500,000	0.76%
Robert Todd Ruppert	2,500,000	0.76%
M Cole PtyLtd	2,500,000	0.76%

Total Top 20 Shareholders	228,702,995	69.71%

Total Securities(as at 8 Sept 2020)	328,078,947	100.00%

Source: Mobecom top 20 share register

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5 Profile of Lakeba Group

History and Principal Activities

5.1 Lakeba Group is a Sydney, Australia based venture capital firm with a focus on technology. Through its wholly owned subsidiary Lakeba Ventures, the company is involved in software development, which it develops in partnership with outside firms.
5.2 Lakeba Ventures are a significant current shareholder in Mobecom, holding an approximate 13.79% interest in the ordinary shares. In addition, Lakeba Group are a significant lender to Mobecom.
5.3 Lakeba Ventures has a history of developing software for Mobecom, having been the lead developer for both the AirCrypto Platform and PBC platform.

Current Directors

5.4 The current board of directors of Lakeba as at 8 September 2020 are:
Giuseppe Porcelli (Executive Director)
Rod Walker (Chairman)
Gary Flowers (Non-Executive Director)
Roy McKelvie (Non-Executive Director)
Todd Ruppert (Non-Executive Director)
5.5 We also note that Alberto Basile, a director of Mobecom, is also employed with Lakeba Group.

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6 Valuation Methodology

Available Methodologies

6.1 In assessing the value of Mobecom, we have considered a range of common market practice valuation methodologies in accordance with RG111, including those listed below.
Capitalisation of future maintainable earnings (“ FME ”)
Discounted future cash flows (“ DCF ”)
Asset based methods, including net assets on a going concern basis (“ Net Asset(s) ”)
Quoted market prices or analysis of traded share values
Common industry rule-based methodologies
6.2 Each of these methods is appropriate in certain circumstances and often more than one approach is applied. The choice of methods depends on several factors such as the nature of the business being valued, the return on the assets employed in the business, the valuation methodologies usually applied to value such businesses and the availability of required information. A detailed description of these methods and when they are appropriate is provided in Appendix D.

Selected Methodology

6.3 Our primary valuation methodology used to value the shares of Mobecom is an industry rule of thumb based methodology using a multiple of revenues based on analysis of both comparable companies and comparable transactions in the application software industry.
6.4 In selecting an appropriate valuation methodology to value the shares of Mobecom, we have considered the following factors:
Mobecom made losses in each of the financial years ending 30 June 2018, 2019 and 2020. As such, the FME and DCF methodologies are not considered appropriate.
The Company has been suspended from trading since 29 July 2019. Therefore, as there is no recent trading history a quoted price basis is not considered to be appropriate.
Mobecom is currently in a position of net liabilities, and accordingly a net asset based methodology would ascribe a negative share value, and therefore does not provide a meaningful result. Furthermore, the book value of intangibles of a software development company is often not a reliable measure of the market value of software products.
Accordingly, we have selected to use an industry rule methodology using a revenue multiple based on an analysis of comparable companies and transactions. We note that a revenue multiple methodology is not as theoretically robust compared to FME and DCF methodologies that have a sound theoretical basis. However, revenue multiple methods are commonly used by way of market convention in the software industry, and a generally accepted industry rule of thumb methodology.

Secondary Methodology

6.5 We considered traded prices as a secondary methodology and did not influence our assessed valuation.
6.6 We note last observed trade on ASX was on 29 July 2019, and that prior to suspension liquidity in Mobecom shares was considered low. Significant changes to the Company have since occurred, including the write-off of approximately $6,000,000 of intangible assets related to the acquisition of PBC and subsequent decision to wind-up the PBC business, and the exit from the AirCrypto investment. Recent share issue prices were also considered, however traded market price was not considered to be a reliable available methodology to determine the value of the Company.

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7 Valuation of Mobecom Shares

Primary Methodology - Revenue Multiple Analysis

7.1 We assessed observed revenue multiples of a selection of ASX listed software companies of comparable size to Mobecom. Companies were selected based on having similar SaaS business model and with historical annual revenues between $1.5 million and $15 million. Further details on the selected comparable companies are contained in Appendix B. The EV/revenue multiples are calculated as at 8 September 2020.

Table 11. Comparable Companies Revenue Multiples as at 8 September 2020

Company	Revenue (trailing 12 months)3 ($)	EV ($)	EV/ Revenue (trailing 12 months)3

Skyfii Limited(ASX:SKF)	13.6	55.0	4.0
PayGroupLimited(ASX:PYG)	10.1	36.9	3.7
Connexion Telematics Ltd(ASX:CXZ)	8.2	15.7	1.9
Schrole GroupLtd(ASX:SCL)	5.9	26.7	4.5
Vault Intelligence Limited(ASX:VLT)	4.6	73.3	15.9
Knosys Limited(ASX:KNO)	3.9	13.6	3.5
8common Limited(ASX:8CO)	3.8	19.2	5.1
LiveHire Limited(ASX:LVH)	3.5	69.7	20.2
Stream GroupLimited(ASX:SGO)	0.7	30.8	45.1
Simble Solutions Limited(ASX:SIS)	1.6	6.0	3.8

Max			45.1
Min			1.9
Mean			10.8
Median			4.3

Source: S&P Capital IQ, SIS analysis

7.2 We also considered revenue multiples observed on completed transactions involving comparable companies. Comparable transactions were selected based on the target being based in Australia, deriving most of its revenues from a SaaS business model, and the transaction having occurred within the past 10 years.
7.3 As the comparable transactions considered involve the acquisition of a 100% interest in the equity of the target in each case, and therefore includes a premium for control. As the Buyback Transaction is not considered to be a control transaction, we have adjusted the implied equity values by applying a discount for minority interest.
7.4 We note that generally, historical evidence of control premiums offered on takeovers for small cap companies are in the range of 20% to 40%[4] (although outcomes outside this are not uncommon) with 30% a commonly accepted benchmark where a 100% interest is being acquired. We have accordingly applied a minority interest discount of 23.1% (being the inverse of a 30% control premium) to the implied equity values for each comparable transaction.
7.5 Following the application of the minority discount to the implied equity value, the implied EV based on each transaction has been calculated by the addition of the net debt value of the target, based on the most recently reported figures at the time of each transaction.

3 Trailing 12 months refers to the previous 12 month period to the most recent reporting date.

4 “ Control Premium Study 2017 ”, RSM

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Table 12. Comparable Transactions Revenue Multiples

Target	Buyer	Date	Implied minority interest EV ($)	Target revenue (trailing 12 months)5 ($)	Implied EV/ Revenue (trailing 12 months)5

Vocam Pty Ltd	Elmo Software Limited	12/02/2020	1.9	1.5	1.3
SoNET Systems Pty Ltd	RM plc	14/06/2019	10.3	5.5	1.9
Container Chain Pty Ltd	WiseTech Global Limited	26/02/2019	75.1	14.4	5.2
Decimal Software Limited	Sargon Capital Pty Ltd	20/09/2018	3.4	1.1	3.1
Adveritas Limited	Lithex Resources Limited	10/07/2014	1.8	1.1	1.6
Industry Data Online Pty Ltd	Inov8 Mobile Pty Limited	12/03/2014	0.3	1.2	0.2

Min					0.2
Max					5.2
Mean					2.2
Median					1.7

Source: S&P Capital IQ, SIS analysis

7.6 Based on the above analysis, we applied a range of revenue multiples between 1.7 times in the low case, based on the median of comparable transactions, and 4.3 times, in the high case based on the median of comparable company analysis based on the enterprise value to revenue multiples. The preferred value is taken as a mid-point of the low and high cases, being 3.0 times.
7.7 Based on historical revenue for the 12 months ended 30 June 2020, our valuation for Mobecom is set out below.

Table 13. Valuation of Mobecom Shares Prior to Buyback Transaction

	Ref	Low	Preferred	High
Mobecomgross revenue($)	4.12	3,426,558	3,426,558	3,426,558
EV/revenue multiple(x)	7.6	1.7	3.0	4.3
Mobecom EV($)		5,886,430	10,292,546	14,698,663

Add: cash($)	4.15	68,000	68,000	68,000
Less: total borrowings($)	4.15	(2,705,368)	(2,705,368)	(2,705,368)
Mobecom ordinary equity value($)		3,249,062	7,655,178	12,061,295

Shares outstanding pre-Buyback Transaction	4.17	328,078,947	328,078,947	328,078,947

Valueper share($)		0.010	0.023	0.037
Source: SIS analysis

7.8 We note that as the Buyback Transaction is not considered to be a control transaction, we have used multiples which reflect a minority interest position.

5 Trailing 12 months refers to the 12 month period to the most recent reporting date of the target company as at the date of each respective transaction.

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7.9 Accordingly, under our revenue multiples methodology, the value of a Mobecom share prior to the Buyback Transaction is considered to be between $0.010 and $0.037, with a preferred value of $0.023.

Existing Options value impact

7.10 We note the Company has 52,687,565 options on issue as at 8 September 2020 (refer Table 9). Based on the last traded price prior to Mobecom’s suspension from trading on ASX, most of the options are out of the money, an exception being 5,700,000 options with a zero exercise price. We note these options are subject to vesting conditions relating to a share price and revenue hurdles, which are significantly above the current position and therefore it is considered more likely than not that they will expire without vesting.
7.11 Accordingly, for the purpose of the valuation, we have assumed that no options will convert into ordinary shares and therefore have nil value impact.

Secondary Methodology - Traded Market Price Basis

7.12 We considered the recent trading history of Mobecom shares on the ASX however trading on ASX has been suspended since 29 July 2019.
7.13 The trading history of Mobecom shares prior to suspension from trading on the ASX on 29 July 2019 is summarised below.

Table 14. Mobecom ASX Trading History to 29 July 2019

					Percentage
	Low	High		Cumulative	of issued	Annual
	Price	Price	VWAP	volume	capital	Equivalent
Trading Days	($)	($)	($)	traded	(%)	(%)
1 Day	0.042	0.042	0.042	7,143	0.00%	0.69%
10 Days	0.040	0.054	0.047	1,620,352	0.61%	15.54%
30 Days	0.040	0.069	0.052	2,369,522	0.92%	7.77%
60 Days	0.040	0.099	0.060	7,603,324	3.00%	12.72%
90 Days	0.040	0.135	0.063	8,183,066	3.36%	9.49%
180 Days	0.040	0.165	0.087	14,170,288	6.31%	8.90%
1 Year(254 tradingdays)	0.040	0.200	0.096	16,626,377	7.87%	7.87%

Source: S&P Capital IQ, SIS analysis

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Figure 1. Mobecom ASX Trading History to 29 July 2019

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Source: S&P Capital IQ

7.14 We note that this trading history is not current, and the position of the Company changed since the shares were suspended due to the write-off of the investment in PBC, and the decision to discontinue the investment in AirCrypto. There have also been significant changes to the board of directors, and a change of focus of the Company.
7.15 Generally, the market is a fair indicator of what a share is worth, however in order for a quoted market price to be a reliable indicator of a company’s value, the company’s share must trade in a liquid and fully informed market.
7.16 A “deep” market is generally considered to be where the number of shares traded on a weekly basis exceeds 1% of the company’s total shares. Mobecom’s shares have demonstrated liquidity significantly below this level, even before the suspension from trading, liquidity in Mobecom’s shares was considered low.
7.17 Accordingly, trading in Mobecom’s shares on ASX is not considered sufficiently liquid to demonstrate an efficient market and as a reliable indicator of value. Whilst we have considered the historical traded share price history as a secondary methodology, this has not influenced our assessment of value for the purpose of opining on the fairness of the Buyback Transaction.
7.18 As an additional cross-check, we considered the recent history of new share issues as a guide to the value of a Mobecom share. Recent new share issues are presented in the following table.

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Table 15. Recent Capital Raisings & Debt Conversions

Capital raising	Date	Number	Issueprice($)	Value($)
Ordinary share placement to sophisticated investors	12 Feb 20	12,245,000	0.04	489,800
Prospectus	17 Feb 20	25	0.04	1
Conversion of 5,880,000 convertible notes	9 Jun 20	2,887,500	0.04	115,500
Ordinaryshare issue	23 Jun 20	9,416,666	0.06	565,000
Conversion of 1,050,000 convertible notes	20 Jul 20	2,625,000	0.04	105,000
Conversion of options	30 Jul 20	2,400,000	0.04	96,000
Conversion of LCT debts	7 Sep20	36,119,608	0.02	722,392
Conversion of LCT debts	8 Sep20	524,994	0.02	10,500

Source: ASX announcements

7.19 We note that recent new share issues have predominantly been at a deemed issue price of around $0.04, and most recently at $0.02, which is not inconsistent with our primary methodology.

Conclusion on the Value of Mobecom Shares

7.20 For the purpose of this report it is considered appropriate to use the enterprise value to revenue multiple value for Mobecom as the primary methodology. Accordingly, we have assessed the value of Mobecom shares is between $0.010 and $0.037 with a preferred value of $0.023.

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8 Fairness Evaluation

Evaluation Methodology

8.1 In determining the fairness and reasonableness of the Buyback Transaction, we have had regard to the guidelines set out by ASIC’s RG111 and RG110.
8.2 The Buyback Transaction is not considered to be a control transaction under RG111. Therefore, RG111.11 is not applicable, and no control premium has been applied.
8.3 As per RG111, the Buyback Transaction is considered to be fair if:
the consideration paid to buy back the shares from Lakeba Ventures is less than;
the value of the shares that are to be bought back.

Fairness Assessment

8.4 The consideration paid to buy back the shares from Lakeba Ventures is considered to be the 51% of AirCrypto that is held by Mobecom.
8.5 The value of the shares to be bought back is based on the value of pre-transaction Mobecom shares as assessed in Section 7.

AirCrypto Value

8.6 In assessing the value of the AirCrypto business, we note that:
AirCrypto is owned as a joint venture between Mobecom and Lakeba Ventures, and does not have a history of trading on a public market;
AirCrypto is a concept developed by Lakeba Ventures, has never traded as a business and does not have any earnings, assets or customers;
there are no existing financial records for AirCrypto, as the entity has never traded;
the AirCrypto Platform was designed to be used in conjunction with AirBux, and the underlying software has limited potential for alternative applications;
Mobecom has decided to discontinue the business and not pursue its application to AirBux; and
the directors of Mobecom have determined to write down the book value of the AirCrypto investment to nil.
8.7 Accordingly, we have assessed the value to Non-Associated Shareholders of their interest in AirCrypto to be negligible.

Table 16. AirCrypto Valuation

	Low	Preferred	High
Value of AirCrypto	neg	neg	neg
Source: SIS analysis

8.8 Set out below is the fairness assessment of the Buyback Transaction.

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Table 17. Buyback Transaction Fairness Assessment

	Ref	Low	Preferred	High
Valueper Mobecom share6 ($)	7.7	0.010	0.023	0.037
Number of shares in Buyback Transaction	2.5	9,945,650	9,945,650	9,945,650
Total value of shares bought back($)		98,495	232,065	365,636

Value of AirCrypto($)	8.7	neg	neg	neg
Total value of considerationpaid($)		neg	neg	neg

Fairness conclusion		Fair	Fair	Fair

Source: SIS analysis

Fairness Opinion

8.9 As the value of the shares that are being bought back by Mobecom is greater than the total value of the consideration paid (51% of AirCrypto) across all three scenarios, we consider the Buyback Transaction to be fair to the Non-Associated Shareholders of Mobecom.

6 Figures have been rounded

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9 Reasonableness Evaluation

9.1 Under RG111, a transaction is considered “reasonable” if it is “fair”. As the Buyback Transaction is considered FAIR, the Buyback Transaction is also considered REASONABLE.
9.2 For the information of the Non-Associated Shareholders, we note below some of the advantages, disadvantages, and other factors relating to the Buyback Transaction.

Advantages

The Buyback Transaction is considered fair.

9.3 As per our assessment in Section 8, we have concluded the Buyback Transaction is fair to the Non-Associated Shareholders.

Non-Associated Shareholder will increase their holdings

9.4 The amount of Mobecom shares outstanding will be reduced by 9,945,650, or 3.03% of the current outstanding shares. Consequently, Non-Associated Shareholders will increase their ownership interests in the Company, which may in turn increase the value of their shareholdings.

Company intends to focus on exploiting growth opportunities in its core operations

9.5 The Company will be able to focus its attention on its core business opportunities in its pivot towards to B2B market through its Mosaic platform.

Disadvantages

The opportunity for a share buyback is not available to all shareholders

9.6 The share buyback is exclusively offered to Lakeba Ventures. However, we note that no cash consideration is payable, and as the Company has decided not to pursue AirCrypto, the value of the consideration provided to Lakeba Ventures is negligible.

Non-Associated Shareholders will no longer have an interest in AirCrypto

9.7 The Non-Associated Shareholders will be relinquishing their ownership interest in the AirCrypto business and will therefore no longer benefit from potential future earnings of that company. However, we note that Mobecom has made a strategic decision not to pursue this business and continuing to hold AirCrypto would likely not benefit Non-Associated Shareholders anyway.

Major shareholders will increase their holdings

9.8 Other significant shareholders Hotazel Holdings Pty Ltd and Christopher Lawrance will increase their respective interests in Mobecom because of the Buyback Transaction. However, we note that their interests will still be lower than Lakeba Ventures, and they will not gain any significant degrees of control because of their increased interests.

Other Factors

9.9 We note that, as described in 14.1 of the NoM, the Buyback Transaction is subject to several conditions being satisfied or waived. As these potential transactions are outside of the scope of this IER and are not certain to be met, we have not considered the value impact of these transactions occurring. We have conducted our fairness and reasonableness assessment solely on the Buyback Transaction. Shareholders should be aware that there is no certainty that the conditions will be met or waived, and that approval of the Buyback Transaction does not guarantee that it will complete.

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10 Opinions

10.1 The proposed Buyback Transaction, including the proposal outlined in Resolution 14 of the NoM that allows for the selective buyback of 9,945,650 ordinary shares from Lakeba Ventures is considered FAIR and REASONABLE to the Non-Associated Shareholders of Mobecom as at the date of this report.

11 Shareholders Decision

11.1 SIS has been engaged to prepare an IER setting out whether in its opinion the proposal to allow the Buyback Transaction is fair and reasonable and to state reasons for that opinion. SIS has not been engaged to provide a recommendation to shareholders as to whether to approve the Buyback Transaction.
11.2 The decision whether to approve Resolution 14 pertaining to the Buyback Transaction or not is a matter for individual shareholders based on each shareholder’s views as to the value, their expectations about future market conditions and their particular circumstances, including risk profile, liquidity preference, investment strategy, portfolio structure, and tax position. If in any doubt as to the action they should take in relation to the proposal under Resolution 14, shareholders should consult their own professional advisor.
11.3 Similarly, it is a matter for individual shareholders as the whether to buy, hold or sell shares in Mobecom. This is an investment decision upon which SIS does not offer an opinion and is independent on whether to accept the proposal under Resolution 14. Shareholders should consult their own professional advisor in this regard.

12 Source of Information

12.1 In making our assessment as to whether the proposed Buyback Transaction, including the terms under Resolution 14, are fair and reasonable, we have reviewed published available information and other unpublished information of the Company that is relevant to the current circumstances. In addition, we have held discussion with the management of Mobecom about the present and future operations of the Company. Statements and opinions contained in this report are given in good faith, but in the preparation of this report we have relied in part on information provided by the directors and management of Mobecom.
12.2 Information we have received includes, but is not limited to:
Drafts of the NoM and ES to shareholders of Mobecom to 8 September 2020
Discussions with representatives of Mobecom
Details of historical market trading of Mobecom shares to 8 September 2020
Mobecom annual report for the year ended 30 June 2019 and preliminary final report for the year ended 30 June 2020.
ASX announcements made by the Company to 8 September 2020
12.3 Our report includes the appendices, our declarations, and our Financial Services Guide.

Yours Faithfully

STANTONS INTERNATIONAL SECURITIES PTY LTD (Trading as Stantons International Securities)

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Martin Michalik Director

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APPENDIX A

GLOSSARY

	Definition
AFCA	Australian Financial Complaints Authority
AirBux	AirBux EEP product owned by Mobecom
AirCrypto	AirCrypto Pty Ltd
AirCrypto Platform	The AirCrypto cryptocurrency exchange platform held by AirCrypto
ASIC	Australian Securities and Investments Commission
ASX	Australian Securities Exchange
B2B	Business to business
B2C	Business to consumer
Buyback Transaction	Transaction involving the buyback of 9,945,650 ordinary shares by Mobecom of shares granted to Lakeba Ventures as consideration for 51% of AirCrypto
CEO	Chief Executive Officer
Company	Mobecom Limited
DCF	Discounted cash flows valuation methodology
ES	Explanatory Statement
EV	Enterprise Value
FME	Capitalisation of future maintainable earnings valuation methodology
FSG	Financial Services Guide
IER	Independent Expert’s Report
LCT	Lakeba Capital Unit Trust
Lakeba Group	Lakeba Group Ply Ltd
Lakeba Ventures	Lakeba Venture Pty Ltd
M&A	Mergers and acquisitions
MOU	Memorandum of Understanding
Mobecom	Mobecom Limited
Net Assets	Net Asset based valuation methodologies
NoM	Notice of Meeting
Non-Associated Shareholders	The Mobecom shareholders who are not excluded from voting on the proposal contemplated under Resolution 14
PBC	Paid By Coins Ltd
RG110	ASIC Regulatory Guide 110: Share buy-backs
RG111	ASIC Regulatory Guide 111: Content of Expert Reports
s257D	Section 257D (item 1) of the Corporations Act 2001
SaaS	Software as a service
Share Sale and Purchase Agreement	The agreement between Mobecom and Lakeba Ventures for the buyback of 9,945,650 ordinary shares by Mobecom in exchange for its 51% interest in AirCrypto
SIS	Stantons International Securities Pty Ltd
TCA	The Corporations Act 2001
VWAP	Volume weighted average price

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APPENDIX B

COMPARABLE COMPANIES

Company	Description
Skyfii Limited (ASX:SKF)	Skyfii Limited, a software technology company, provides data analytics services in Australia, North America, the United Kingdom, rest of Europe, and internationally. Its products and services include OccupancyNow, an automated occupancy and social distancing management toolkit; People Counter, a platform for visitor traffic; Guest WiFi, a solution for managing WiFi experience of guests in airports, shopping centres, retailers, and other physical venues; IO Connect, which automates the collection, storage, and processing of data from various sources, such as WiFi, camera, CRM, survey, BLE/mobile apps, weather, POS/sales, point of sale systems, ERP/accounting, and finance platforms; and IO Insight that automates data collected in real time and provides insights, such as visitor counts, dwell time metrics, traffic flow analysis, and sales conversion. The company also offers IO Engage, which markets tools to deliver and automate content through various channels, including email, SMS, mobile push, WiFi captive portal, and OOH digital screens; and IO Labs that provides data and reporting solutions. In addition, it offers data and marketing services forphysical venues. Skyfii Limited is based in Sydney, Australia.
PayGroup Limited (ASX:PYG)	PayGroup Limited provides payroll and human capital management solutions in the Asia Pacific and the Middle East. The company provides software-as-a-service payroll solutions and cloud based human capital management platform, HROnline, for data aggregation, reporting, and critical workflows. It also provides workforce management services. The company was formerly known as PeoplesHR Limited. PayGroupLimited is headquartered in Melbourne,Australia.
Connexion Telematics Ltd (ASX:CXZ)	Connexion Telematics Ltd develops information technology solutions for automotive industries in Australia, the United States, Canada, and Mexico. Its principal products include CXZ Telematics, a cloud based integrated vehicle management system that gives control of a fleet of cars, trucks, and other vehicles from a central control point, as well as custom solutions, such as ONTRAC, a fleet management software service with approximately 64,000 vehicle subscription. The company also provides Commercial Link, a vehicle management system that helps to manage vehicles. The company was formerly known as Connexion Media Limited. Connexion Telematics Ltd is headquartered in Melbourne, Australia.
Schrole Group Ltd (ASX:SCL)	Schrole Group Ltd engages in the provision of software solutions and training services primarily to the education sector. The company operates through Software and Training segments. It offers administrative services; and software and training services to international and domestic schools and businesses. The company also operates ISS-Schrole Advantage that brings international schools and teacher candidates together, through a set of tools allowing schools and recruiters to interact to find their ideal job matches for teachers and other school administrators; Schrole Cover for small businesses and relief staff; Schrole ETAS that specializes in providing training and assessment, and leadership and management courses; and Schrole Verify, a solution for streamlining the process for schools and job candidates. Schrole GroupLimited was founded in 2013 and is based in Osborne Park,Australia.
Vault Intelligence Limited (ASX:VLT)	Vault Intelligence Limited provides cloud-based and mobile software products, and related services. It offers governance, risk management, compliance management, assets protection, and business intelligence reporting software products, as well as workers, contractors, training, and claims management software products. The company also provides applications in the fields of check, audit, and notify; consulting and training services for the software; and data migration services. It serves approximately 30 various industries in Australia, New Zealand, China, and Singapore. The company was incorporated in 2010 and is based in East Melbourne, Australia.
Knosys Limited (ASX:KNO)	Knosys Limited develops, licenses, and sells computer software in Australia and the Asia Pacific. The company also provides Software-as-a-Service KIQ Cloud product, a cloud-based omni-channel knowledge management solution that is designed to simplify and centralise the organising and sharing of knowledge; and Knowledge IQ, an enterprise solution, which provides personalised information to staff and customers that will transform business productivity and engagement. The company is based in Melbourne,Australia.

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8common Limited (ASX:8CO)	8common Limited develops and distributes software solutions in Australia, Asia, and North America. It offers Expense8, a travel and expense management software solution that manages and streamlines the end-to-end processing of employee generated expenses; and Perform8, a survey and action planning solution that diagnoses and prioritizes areas for improvement across its business. It serves publicly listed companies, global corporations, and local and national governments. 8common Limited was founded in 2014 and is headquartered in Sydney, Australia.
LiveHire Limited (ASX:LVH)	LiveHire Limited provides online talent acquisition software solutions to enterprises in Australia. It operates LiveHire, a talent acquisition and engagement platform for recruitment process, such as sourcing, engaging, hiring, analysing, and integrating, as well as for internal mobility and outplacement. The company was founded in 2011 and is based in Melbourne,Australia.
Stream Group Limited (ASX:SGO)	Stream Group Limited develops and deploys insurance claims management and workflow management software to the insurance and construction industries. The company supplies its proprietary software on a software-as-a-service basis to clients in Australia, New Zealand, and the United Kingdom. It offers BuildAssist, a Web- based claim management platform that includes tools to manage claims. The company was formerly known as Longreach Group Limited. Stream Group Limited was founded in 2007 and is based in Sydney, Australia.
Simble Solutions Limited (ASX:SIS)	Simble Solutions Limited provides and develops Software as a Service for businesses and organizations in Australia, New Zealand, and the United Kingdom. The company offers mobility and energy management solutions. It provides SimbleSense, an integrated hardware and real-time software solution, help businesses to automate, mobilize, monetize, control, and visualize operations. The company has a strategic partnership with Sylvania Lighting. Simble Solutions Limited was founded in 2009 and is headquartered in Sydney,Australia.

Source: S&P Capital IQ

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APPENDIX C

COMPARABLE TRANSACTIONS

Buyer	Target	Transaction Comments
Elmo Software Limited (ASX:ELO)	Vocam Pty Ltd	Elmo Software Limited (ASX:ELO) entered into a binding sale agreement to acquire Vocam Pty Ltd for AUD 3.5 million on February 12, 2020. Under the terms, Elmo Software Limited will pay AUD 2.5 million in cash and issue AUD 1 million of scrip subject to 12-month voluntary escrow. As of February 27, 2020, Elmo Software proposed to issue 0.14 million shares as part of consideration. The revenue of Vocam Pty Ltd for year ended December 31, 2019, is AUD 1.5 million and is EBITDA neutral.
RM plc (LSE:RM.)	SoNET Systems Pty Ltd	RM plc (LSE:RM.) acquired SoNET Systems Pty Ltd for £7.3 million on June 14, 2019. For the year ended April 30, 2019, SoNET Systems Pty Ltd delivered revenue of £3 million. Ernst & YoungLtd. acted as due diligenceprovider to RMplc.
WiseTech Global Limited (ASX:WTC)	Container Chain Pty Ltd	Wisetech Global Limited (ASX:WTC) agreed to acquire Containerchain Pty Ltd for AUD 92 million on February 26, 2019. The consideration is payable in cash. The consideration is funded through internal resources. Containerchain recorded AUD 14.4 million of revenues in the year 2018.
Sargon Capital Pty Ltd	Decimal Software Limited	Sargon Capital Pty Ltd entered into a binding scheme implementation agreement to acquire Decimal Software Limited (ASX:DSX) from Collins St Value Fund backed by Collins Street Group Pty Ltd, Asset Management Arm and Collins St Asset Management Pty Ltd and others for AUD 4.5 million on September 20, 2018. Sargon will pay AUD 0.0141 per share in cash. Sargon has the necessary funds available to pay in full the scheme consideration. Post completion, Decimal will become a wholly owned subsidiary of Sargon. After the scheme has been fully implemented, Decimal Software Limited will apply for termination of the official quotation of Decimal Software Limited Shares on ASX and to have itself removed from the official list of ASX.
Lithex Resources Limited	Adveritas Limited (ASX:AV1)	Lithex Resources Limited (ASX:LTX) entered into a binding heads of agreement to acquire Livelynk Group Pty Limited from Zhenya Holdings Pty Limited for AUD 1.5 million on July 9, 2014. As part of the deal, Lithex will consolidate its shares on a 1 for 5 basis. Under the terms, Lithex Resources will issue c million fully paid ordinary shares, 39.9 million class A performance shares should Livelynk generate gross revenue of AUD 15 million in the 18 month period following the completion of the transaction and 26.6 million class B performance shares should Livelynk generate gross revenue of AUD 25 million in the 24 month period following the completion of the transaction. The consideration shares and any other securities to be issued may be subject to escrow restrictions in accordance with the ASX ListingRules.
Inov8 Mobile Pty Limited	Industry Data Online Pty Ltd	Inov8 Mobile Pty Limited entered into a binding heads of agreement to acquire Industry Data Online Pty Ltd for AUD 0.7 million in cash on March 12, 2014. The acquisition cost includes an initial payment of AUD 0.35 million and a maximum of AUD 0.35 million in earn-out payments over three years, subject to certain specified sales hurdles being achieved. The transaction will be funded through eBet’s existing cash. For the year ended December 2013, Industry Data Online had total revenue of AUD 1.2 million. The Industry Data Online business intelligence tools will be offered across eBET’s existing and prospective client base. The transaction is expected to be completed by mid-March 2014 and is expected to be earnings accretive within the first full year of ownership. As reported on September 30, 2014, the deal value of the transaction was AUD 0.72 million which consist of AUD 0.008 million in cash and cash equivalents.
Source: S&P Capital IQ

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APPENDIX D

VALUATION METHODOLOGIES

Introduction

In preparing this report we have considered several valuation approaches and methods. These approaches and methods are consistent with:

Market practice
The methods recommended by the Australian Securities and Investments Commission in Regulatory Guide 111
The International Valuation Standards
The International Glossary of Business Valuation Terms

A valuation approach is a general way of determining an estimate of value of a business, business ownership interest, security or intangible asset. Within each valuation approach there are a number of specific valuation methods, which are specific ways to determine an estimate of value.

There are three general valuation approaches as follows:

i) Income Approaches

Provides an indication of value by converting future cash flows to a single present value. Examples of an income approach are:

The discounted cash flow method (“ DCF ”)
The capitalisation of future maintainable earnings method ( “FME ”)

ii) Asset/Cost Approaches

Provides an indication of value using the economic principle that a buyer will pay no more for an asset than the cost to obtain an asset of equal utility, whether by purchase or construction.

iii) Market Approaches

Provides an indication of value by comparing the subject asset with identical or similar assets for which price information is available. The main examples of the market approach are:

Analysis of recent trading
Industry rules of thumb

1. Discounted Cash Flow Method

Of the various methods noted above, the DCF method has the strongest theoretical basis. The DCF method estimates the value of a business by discounting expected future cash flows to a present value using an appropriate discount rate. A DCF valuation requires:

A forecast of expected future cash flows
An appropriate discount rate
An estimate of terminal value

It is necessary to project cash flows over a suitable period of time (generally regarded as being at least five years) to arrive at the net cash flow in each period. For a finite life project or asset this would need to be done for the life of the project. This can be a difficult exercise requiring a significant number of assumptions such as revenue and cost drivers, capital expenditure requirements, working capital movements and taxation.

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The discount rate used represents the risk of achieving the projected future cash flows and the time value of money. The projected future cash flows are then valued in current day terms using the discount rate selected.

A terminal value reflects the value of cash flows that will arise beyond the explicit forecast period. This is commonly estimated using either a constant growth assumption or a multiple of earnings (as described under FME below). This terminal value is then discounted to current day terms and added to the net present value of the forecast cash flows to provide an estimate for the overall value of the business.

The DCF method is often sensitive to a number of key assumptions such as revenue growth, future margins, capital investment, terminal growth and the discount rate. All of these assumptions can be highly subjective, sometimes leading to a valuation conclusion presented that is too wide to be useful.

A DCF approach is usually preferred when valuing:

Early stage companies or projects
Limited life assets such as a mine or toll concession
Companies where significant growth is expected in future cash flows
Projects with volatile earnings

It may also be preferred if other methods are not suitable, for example if there is a lack of reliable evidence to support an FME approach. However, it may not be appropriate if:

Reliable forecasts of cash flow are not available and cannot be determined
There is an inadequate return on investment, in which case a higher value may be realised by liquidating the assets than through continuing the business

A DCF approach is not recommended when assets are expected to earn below the cost of capital. Also, when valuing a minority interest in a company, care needs to be taken if a DCF based on earnings for the whole business is prepared, as the holder of a minority interest would not have access to, or control of, those cash flows.

2. Capitalisation of Future Maintainable Earnings Method

The FME method is a commonly used valuation methodology that involves determining a future maintainable earnings figure for a business and multiplying that figure by an appropriate capitalisation multiple. This methodology is generally considered a short form of a DCF, where a single representative earnings figure is capitalised, rather than a stream of individual cash flows being discounted. The FME methodology involves the determination of:

A level of future maintainable earnings
An appropriate capitalisation rate or multiple

Any of the following measures of earnings can be used: Revenue – mostly used for early stage, fast growing companies that do not make a positive EBITDA or as a cross-check of a valuation conclusion derived using another method.

EBITDA – most appropriate where depreciation distorts earnings, for example in a company that has a significant level of depreciating assets but little ongoing capital expenditure requirement.

EBITA – in most cases EBITA will be more reliable than EBITDA as it takes account of the capital intensity of the business

EBIT – whilst commonly used in practice, multiples of EBITA are usually more reliable as they remove the impact of amortisation which is a non-cash accounting entry that does not reflect a need for future capital investment (unlike depreciation)

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NPAT – relevant in valuing businesses where interest is a major part of the overall earnings of the group (e.g. financial services businesses such as banks).

Multiples of EBITDA, EBITA and EBIT are commonly used to value whole businesses for acquisition purposes where gearing is in the control of the acquirer. In contrast, NPAT (or P/E) multiples are often used for valuing minority interests in a company as the investor has no control over the level of debt.

A normalised level of maintainable earnings needs to be determined for the selected earnings measure. This excludes the impact of any gains or losses that are not expected to reoccur and allows for the full year impact of any changes (such as acquisitions or disposals) made part way through a given financial year.

The selected multiple to apply to maintainable earnings reflects expectations about future growth, risk and the time value of money captured in a single number. Multiples can be derived from three main sources.

Using the comparable trading multiples, market multiples are derived from the trading prices of stocks of companies that are engaged in the same or similar lines of business that are actively traded on a free and open market, such as the ASX
The comparable transactions method is a method whereby multiples are derived from transactions of significant interests in companies engaged in the same or similar lines of business.
It is also possible to build a multiple from first principles based on an appropriate discount rate and growth expectations.

It is important to use the same earnings periods (historical, current or forecast) for calculating comparable multiples, as the period used for determining FME. For example, a multiple based on historical earnings of comparable companies should be applied to historical earnings of the subject of the valuation and not to forecast earnings.

The capitalisation of earnings method is widely used in practice. It is particularly appropriate for valuing companies with a relatively stable historical earnings pattern which is expected to continue. The method is less appropriate for valuing companies or assets if:

There are no (or very few) suitable alternative listed companies or transaction benchmarks for comparison
The asset has a limited life
Future earnings or cash flows are expected to be volatile
There are negative earnings, or the earnings of a business are insufficient to justify a value exceeding the underlying net assets
Working capital requirements are not expected to remain stable

3. Asset or Cost Approaches

The asset approach to value is based on the assumption that the current value of all assets (tangible and intangible) less the current value of the liabilities should equate to the current value of the entity. Specifically, an asset approach is defined as a general way of determining a value indication of a business, business ownership interest, or security using one or more methods based on the value of the assets net of liabilities. A cost approach is defined as a general way of determining a value indication of an individual asset by quantifying the amount of money required to replace the future service capability of that asset.

The asset-based valuation methods estimate the value of a company based on the realisable value of its net assets, less its liabilities. There are a number of asset-based methods including:

Orderly realization
Forced liquidation

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Net assets on a going concern

The orderly realisation of assets method estimates fair market value by determining the amounts that would be distributed to shareholders, after payments of all liabilities including realisation costs and taxation charges that arise, assuming the company is wound up in an orderly manner. The forced liquidation method is similar to the orderly realisation of assets except the liquidation method assumes the assets are sold in a shorter time frame. Since wind up or liquidation of the company may not be contemplated, these methods in their strictest form may not necessarily be appropriate. The net assets on a going concern basis method estimates the fair market values of the net assets of a company but does not take account of realisation costs.

The asset/cost approach is generally used when the value of the business’ assets exceeds the present value of the cash flows expected to be derived from the ongoing business operations, or the nature of the business is to hold or invest in assets. It is important to note that the asset approach may still be the relevant approach even if an asset is making a profit. If an asset is making less than the economic rate of return and there is no realistic prospect of it making an economic return in the foreseeable future, an asset/cost approach will be the most appropriate method.

An asset-based approach is a suitable method of valuation when:

An enterprise is loss making and not expected to become profitable in the foreseeable future
Assets are employed profitably but earn less than the cost of capital
A significant portion of the company’s assets are composed of liquid assets or other investments (such as marketable securities and real estate investments)
It is relatively easy to enter the industry (e.g. small machine shops and retail establishments)
Asset based methods are not appropriate if:
The ownership interest being valued is not a controlling interest, has no ability to cause the sale of the company’s assets and the major holders are not planning to sell the company’s assets
A business has (or is expected to have) an adequate return on capital, such that the value of its future income stream exceeds the value of its assets

An asset-based approach is often considered as a floor value for a business assuming the business has the option to realise all of its assets and liabilities.

4. Analysis of Recent Trading

The most recent share trading history provides evidence of the fair market value of the shares in a company where they are publicly traded in an informed and liquid market. There should also be some similarity between the size of the parcel of shares being valued and those being traded. Where a company’s shares are publicly traded then an analysis of recent trading prices should be considered, at least as a cross-check to other valuation methods.

5. Industry Specific Rule of Thumb

Industry specific rules of thumb are used in certain industries. These methods typically involve a multiple of an operating figure such as traffic for internet businesses or number of beds for a nursing home. These methods are typically fairly crude and therefore only appropriate as a cross-check to a valuation determined by an alternative method.

Selecting an Appropriate Valuation Approach and Method

The choice of an appropriate valuation approach and methodology is subjective and depends on several factors such as whether a methodology is prescribed, the company’s historical and projected financial performance, stage of maturity, the nature of the company’s operations and availability of information. The selection of an appropriate valuation method should be guided by the actual practices adopted by potential acquirers of the company involved and the information available.

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APPENDIX E

AUTHOR INDEPENDENCE AND INDEMNITY

This annexure forms part of and should be read in conjunction with the report of Stantons International Securities Pty Ltd trading as Stantons International Securities dated 8 September 2020, relating to the proposed Buyback Transaction.

At the date of this report, Stantons International Securities does not have any interest in the outcome of the proposal. There are no relationships with Mobecom other than Stantons International Securities acting as an independent expert for the purposes of this report. Stantons International Audit and Consulting Pty Ltd (“ SIAC ”) (the parent entity of Stantons International Securities) and Stantons International Securities undertook an independence assessment and considered that there are no existing relationships between Stantons International Securities and the parties participating in the Buyback Transaction detailed in this report which would affect our ability to provide an independent opinion. The fee (excluding disbursements) to be received for the preparation of this report is based on time spent at normal professional rates plus out of pocket expenses. Our fee for preparing this report is expected to be up to A$20,000 exclusive of GST. The fee is payable regardless of the outcome. With the exception of that fee, neither Stantons International Securities nor Mr Martin Michalik have received, nor will or may they receive any pecuniary or other benefits, whether directly or indirectly for or in connection with the preparation of this report.

Stantons International Securities does not hold any securities in Mobecom. There are no pecuniary or other interests of Stantons International Securities that could be reasonably argued as affecting its ability to give an unbiased and independent opinion in relation to the proposal. Stantons International Securities and Mr Martin Michalik have consented to the inclusion of this report in the form and context in which it is included as an annexure to the NoM.

QUALIFICATIONS

We advise Stantons International Securities Pty Ltd is the holder of an Australian Financial Services License (No 448697) under the Corporations Act 2001 relating to advice and reporting on mergers, takeovers and acquisitions involving securities. Stantons International Securities Pty Ltd has extensive experience in providing advice pertaining to mergers, acquisitions and strategic financial planning for both listed and unlisted businesses.

Mr Martin Michalik, the person with overall responsibility for this report, has experience in the preparation of valuations for companies, particularly in the context of listed company corporate transactions, including the fairness and reasonableness of such transactions. The professionals employed in the research, analysis and evaluation leading to the formulation of opinions contained in this report, have qualifications and experience appropriate to the tasks they have performed.

DECLARATION

This report has been prepared at the request of Mobecom in order to assist Non-Associated Shareholders of Mobecom to assess the merits of the Buyback Transaction to which this report relates. This report has been prepared for the benefit of Mobecom shareholders and those persons only who are entitled to receive a copy for the purposes under the Corporations Act 2001 and does not provide a general expression of Stantons International Securities’ opinion as to the longer-term value of Mobecom, its subsidiaries and/or assets. Stantons International Securities does not imply, and it should not be construed, that it has carried out any form of audit on the accounting or other records of Mobecom or their subsidiaries, businesses, other assets and liabilities. Neither the whole, nor any part of this report, nor any reference thereto, may be included in or with or attached to any document, circular, resolution, letter or statement, without the prior written consent of Stantons International Securities to the form and context in which it appears.

DISCLAIMER

This report has been prepared by Stantons International Securities with due care and diligence. However, except for those responsibilities which by law cannot be excluded, no responsibility arising in any way whatsoever for errors or omission (including responsibility to any person for negligence) is assumed by Stantons International Securities (and SIAC, its directors, employees or consultants) for the preparation of this report.

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DECLARATION AND INDEMNITY

Recognising that Stantons International Securities may rely on information provided by Mobecom and its officers (save whether it would not be reasonable to rely on the information having regard to Stantons International Securities experience and qualifications), Mobecom has agreed:

(a) to make no claim by it or its officers against Stantons International Securities (and SIAC) to recover any loss or damage which Mobecom may suffer as a result of reasonable reliance by Stantons International Securities on the information provided by Mobecom; and
(b) to indemnify Stantons International Securities against any claim arising (wholly or in part) from Mobecom, or any of its officers, providing Stantons International Securities with any false or misleading information or in the failure of Mobecom or its officers in providing material information, except where the claim has arisen as a result of wilful misconduct or negligence by Stantons International Securities.

A final draft of this report was presented to the independent Mobecom directors for a review of factual information contained in the report. Comments received relating to factual matters were taken into account, however the valuation methodologies and conclusions did not change as a result of any feedback from Mobecom.

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Annexure 3

Terms of the Previous Director Loan Free Attaching Options are set out below:

Previous Director Loan Free Attaching Options Terms	Detail
Exercise Price	The exercise price of the Previous Director Loan Free Attaching Options will be $0.10.
Entitlement on exercise	Each Previous Director Loan Free Attaching Option entitles the holder to subscribe for one fully paid Share.
Expiry date	30 June 2021.
Period of exercise.	Previous Director Loan Free Attaching Options may be exercised at any time prior to the Expiry date.
How to exercise a Previous Director Loan Free Attaching Option	The holder of a Previous Director Loan Free Attaching Option can exercise the Previous Director Loan Free Attaching Option by delivering a duly completed notice to the Company before the expiry date.
Ranking	Shares obtained from the exercise of a Previous Director Loan Free Attaching Option will rank equally with all existing Shares.
Quotation	The Company will seek quotation of the Previous Director Loan Free Attaching Options.
Transferability	The Previous Director Loan Free Attaching Options are transferable.
Reconstruction of capital	If at any time the issued capital of the Company is reconstructed (including consolidation, subdivision, reduction of return), all rights of a holder of Previous Director Loan Free Attaching Options are to be changed to the extent necessary in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
Participation in new issues	There are no participation rights or entitlements inherent in the Previous Director Loan Free Attaching Options and holders of Previous Director Loan Free Attaching Options will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Previous Director Loan Free Attaching Options without exercising the Options. Holders of these Previous Director Loan Free Attaching Options will be afforded the period of at least 5 Business Days prior to and inclusive of the record date (to determine entitlements to the new issue) to exercise their Previous Director Loan Free Attaching Options.
Change in Exercise Price/number of underlying ordinary Shares	If there is a bonus issue to Shareholders, the number of ordinary Shares over which a Previous Director Loan Free Attaching Option is exercisable may be increased by the number of Shares which the holder of the Previous Director Loan Free Attaching Option would have received if the Previous Director Loan Free Attaching Option had been exercised before the record date for the bonus issue.

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In the event that a pro rata issue (except a bonus issue) is made to Shareholders, the Exercise Price of the Previous Director Loan Free Attaching Options may be reduced in accordance with ASX Listing Rule 6.22.2.

AI assistant

GRATIFII LIMITED — Proxy Solicitation & Information Statement 2020

65023_rns_2020-10-27_d17b1a8c-03ef-4899-8062-ce64d3dd2297.pdf

Mobecom Limited – Notice of Meeting

For further information, contact:

Executive Chairman

About Mobecom Limited

MOBECOM LIMITED

ACN 125 688 940

NOTICE OF GENERAL MEETING AND INDEPENDENT EXPERT'S REPORT

CONTENTS PAGE

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

YOUR VOTE IS IMPORTANT

VOTING ELIGIBILITY

VOTING IN PERSON

VOTING BY PROXY

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to Chair in certain circumstances

Proxy Voting by the Chair

CORPORATE REPRESENTATIVES

BUSINESS OF THE MEETING

1. RESOLUTION 1: APPROVAL FOR ISSUE OF SHARES TO LAKEBA VENTURES UPON CONVERSION OF DEBT

2. RESOLUTION 2: APPROVAL FOR ISSUE OF SECURITIES TO MR IAIN DUNSTAN UPON CONVERSION OF DEBT

3. RESOLUTION 3: APPROVAL FOR ISSUE OF SECURITIES TO MR ALBERTO BASILE IN LIEU OF PREVIOUS DIRECTOR FEES

4. RESOLUTION 4: APPROVAL FOR ISSUE OF SHARES TO LAKEBA VENTURES

5. RESOLUTION 5: APPROVAL FOR ISSUE OF SHARES TO MR RODNEY WALKER IN LIEU OF PREVIOUS DIRECTOR FEES

6. RESOLUTION 6: APPROVAL FOR ISSUE OF SECURITIES TO MR RODNEY WALKER IN SATISFACTION OF LOAN

7. RESOLUTION 7: APPROVAL FOR ISSUE OF SHARES TO MR TODD RUPPERT IN LIEU OF PREVIOUS DIRECTOR FEES

8. RESOLUTION 8: APPROVAL FOR ISSUE OF SECURITIES TO THE FISHER ESTATE REPRESENTATIVE IN SATISFACTION OF LOAN

9. RESOLUTION 9: APPROVAL FOR ISSUE OF SHARES TO MR AUBREY SONNENBERG UPON CONVERSION OF DEBT

10. RESOLUTION 10: APPROVAL TO ISSUE SHARES UNDER PROPOSED PLACEMENT

11. RESOLUTION 11: RE-ADOPTION OF INCENTIVE OPTION PLAN

12. RESOLUTION 12: APPROVAL OF SELECTIVE BUYBACK PURSUANT TO SECTION 257D OF THE CORPORATIONS ACT

The Independent Expert's Report has concluded that, in its opinion, the AirCrypto Buyback is fair and reasonable to all Non-Associated Shareholders.

DATED: 27 OCTOBER 2020

BY ORDER OF THE BOARD

EXPLANATORY STATEMENT

1. RESOLUTION 1: APPROVAL FOR ISSUE OF SHARES TO LAKEBA VENTURES UPON CONVERSION OF DEBT

1.1 Background

1.2 Approval for the purposes of ASX Listing Rule 10.11 is sought

1.3 Shareholder approval under ASX Listing Rule 7.1 not sought

1.4 Required information

1.5 Board recommendation

2. RESOLUTION 2: APPROVAL FOR ISSUE OF SECURITIES TO MR IAIN DUNSTAN UPON CONVERSION OF DEBT

2.1 Background

2.2 Conversion of debt

2.3 Related Party

2.4 Approval for the purposes of ASX Listing Rule 10.11 is sought

2.5 Approval for the purposes of Chapter 2E of the Corporations Act not sought

2.6 Shareholder approval under ASX Listing Rule 7.1 not sought

2.7 Required information

2.8 Board recommendation

3. RESOLUTION 3: APPROVAL FOR ISSUE OF SHARES TO MR ALBERTO BASILE IN LIEU OF PREVIOUS DIRECTOR FEES

3.2 Related Party

3.3 Approval for the purposes of ASX Listing Rule 10.11 is sought

3.4 Approval for the purposes of Chapter 2E of the Corporations Act not sought

3.5 Shareholder approval under ASX Listing Rule 7.1 not sought

3.6 Required information

3.7 Board recommendation

4. RESOLUTION 4: APPROVAL FOR ISSUE OF SHARES TO LAKEBA VENTURES

4.1 Background

4.2 Approval for the purposes of ASX Listing Rule 10.11 is sought

4.3 Shareholder approval under ASX Listing Rule 7.1 not sought

4.4

Required information

4.5 Board recommendation

5. RESOLUTION 5: APPROVAL FOR ISSUE OF SHARES TO MR RODNEY WALKER IN LIEU OF PREVIOUS DIRECTOR FEES

5.1 Background

5.2 Outstanding Director fees

5.3 Mr Walker not considered a Related Party

5.4 ASX determination and ASX Listing Rule 10.11

5.5 Shareholder approval under ASX Listing Rule 7.1 not sought

5.6

Required information

5.7 Board recommendation

6. RESOLUTION 6: APPROVAL FOR ISSUE OF SECURITIES TO MR RODNEY WALKER IN SATISFACTION OF LOAN

6.1 Background

6.2 Conversion of loan

6.3 Mr Walker not considered a Related Party

GRATIFII LIMITED Proxy Solicitation & Information Statement 2020