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IKEGPS GROUP LIMITED Capital/Financing Update 2017

Sep 28, 2017

65113_rns_2017-09-28_9749d9bb-c62e-47b6-8d53-b24decda735d.pdf

Capital/Financing Update

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Corporate Headquarters Level One, 42 Adelaide Rd Wellington 6021, New Zealand Office: +64 4 382 8064 Fax: +64 4 382 8205 www.ikegps.com

Market Release

29 September 2017

ikeGPS SHARE PURCHASE PLAN CLOSES – ALLOTMENT OF SHARES

ikeGPS Group Limited (NZX: IKE) (ASX: IKE) announces the completion of its Share Purchase Plan ( SPP ), which opened on 31 August 2017 and closed on 22 September 2017. IKE is pleased to advise that it has today allotted a total of 1,334,516 new ordinary shares under the SPP, raising NZ$387,000 in capital.

Following the completion of an oversubscribed NZ$3.725 million placement ( Placement ) of new ordinary shares to investors in August, IKE offered existing New Zealand shareholders the opportunity to subscribe for new ordinary shares at the same NZ$0.29 price paid by investors under the Placement through the SPP offer.

IKE Chairman, Rick Christie said “We are pleased to have successfully closed this capital raising to institutional investors and the SPP to existing shareholders. This working capital funding will support the growth plans of IKE addressing the U.S. electric utility market and the global signage and AEC markets.”

In accordance with Listing Rule 7.12.1, particulars of the share allotments that have occurred are set out below. Additionally, in accordance with ASX Listing Rules, an Appendix 3B announcement is attached to this announcement.

– ENDS –

About IKE

IKE is changing the way the world is measured, utilizing its smart laser measurement solutions and cloud software to capture, record, and manage asset information. Thousands of businesses rely on IKE’s products every day to modernize the way asset measurements are taken and managed. IKE’s product portfolio includes IKE4 for the electric utility & communications industry, Spike for the signage, AEC and geospatial industry and the Stanley Smart Measure Pro for the construction industry.

Contact:

Glenn Milnes, CEO & Managing Director +1 720-418-1936 [email protected]

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For the purposes of Listing Rule 7.12.7, ikeGPS Group Limited advises the following securities have been issued on 29 September 2017:

a Class of security Ordinary shares
ISIN NZIKEE0001S9
b Number issued 1,334,516
c Nominal value N/A
Issue Price $0.29 per ordinary share
d Payment terms Payable in cash
e Amount paid up Fully paid ordinary shares
f Principal terms of the The shares have identical rights, privileges, limitations and
securities conditions as, and rank equally with, the existing ordinary
shares
f Percentage of class of 1.73%
securities
g Reason for issue Allotment upon settlement of Share Purchase Plan (capital
raising)
h Authority for issue Board resolution dated 5 September 2017.
i Terms of issue The shares were issued with identical rights, privileges,
limitations and conditions as, and rank equally with, the
existing ordinary shares
j Number of securities of the
class in existence after issue
78,450,255
k Treasury stock N/A

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

ikeGPS Group Limited

ARBN

615 503 145

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1
+Class of+securities issued or to
be issued
2
Number of+securities issued or
to be issued (if known) or
maximum number which may
be issued
3
Principal
terms
of
the
+securities
(e.g.
if
options,
exercise price and expiry date; if
partly
paid
+securities,
the
amount outstanding and due
dates
for
payment;
if
+convertible
securities,
the
conversion price and dates for
conversion)
Ordinary shares (Shares)
1,334,516 Shares
The new Shares will be on the same terms as
existing Shares on issue.

3469-9358-7205, v. 1

4 Do the[+] securities rank equally Yes, the new Shares will rank equally in all in all respects from the[+] issue respects with existing fully paid Shares from date with an existing[+] class of the issue date. quoted[+] securities? If the additional[+] securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration NZ$0.29 per Share 6 Purpose of the issue The proceeds will be used to fund the (If issued as consideration for company’s working capital requirement for the acquisition of assets, clearly the coming 12 to 18 months. identify those assets) 6a Is the entity an[+] eligible entity N/A that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder N/A resolution under rule 7.1A was passed 6c Number of[+] securities issued N/A without security holder approval under rule 7.1 6d Number of[+] securities issued N/A with security holder approval under rule 7.1A

  • See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

6e Number of[+] securities issued N/A with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued N/A under an exception in rule 7.2 6g If[+] securities issued under rule N/A 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If[+] securities were issued under N/A rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining N/A issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Friday, 29 September 2017 Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.

Number +Class 8 Number and +class of all 78,450,255 Shares Fully paid +securities quoted on ASX ordinary ( including the +securities in shares section 2 if applicable)

3469-9358-7205, v. 1

Number +Class 9 Number and +class of all 2,515,000 Options +securities not quoted on ASX ( including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a No change. Dividend policy same as for trust, distribution policy) on the other Shares.

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11
Is
security
holder
approval
required?
12
Is the issue renounceable or non-
renounceable?
13
Ratio in which the+securities
will be offered
14
+Class of+securities to which the
offer relates
15
+Record
date
to
determine
entitlements
16
Will
holdings
on
different
registers (or subregisters) be
aggregated
for
calculating
entitlements?
17
Policy for deciding entitlements
in relation to fractions
18
Names of countries in which the
entity has security holders who
will not be sent new offer
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19
Closing
date
for
receipt
of
acceptances or renunciations
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

20
Names of any underwriters
21
Amount of any underwriting fee
or commission
22
Names of any brokers to the
issue
23
Fee or commission payable to
the broker to the issue
24
Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of security holders
25
If the issue is contingent on
security holders’ approval, the
date of the meeting
26
Date entitlement and acceptance
form and offer documents will be
sent to persons entitled
27
If the entity has issued options,
and the terms entitle option
holders
to
participate
on
exercise, the date on which
notices will be sent to option
holders
28
Date rights trading will begin (if
applicable)
29
Date rights trading will end (if
applicable)
30
How do security holders sell
their entitlements_in full_through
a broker?
31
How do security holders sell_part_
of their entitlements through a
broker
and
accept
for
the
balance?
32
How do security holders dispose
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A

3469-9358-7205, v. 1

of their entitlements (except by sale through a broker)?

33 +Issue date

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N/A
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Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

  • 34 Type of[+] securities ( tick one )

  • (a) +Securities described in Part 1

  • (b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of[+] securities for which N/A +quotation is sought

  • See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

39 +Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in N/A all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation N/A now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number +Class 42 Number and +class of all N/A +securities quoted on ASX ( including the[+] securities in clause 38)

3469-9358-7205, v. 1

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted +quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

    • Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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29 September 2017

Sign here: ............................................................ Date: ......................... (Director/Company secretary)

Print name: ......Chris Birkett...................................

  • See chapter 19 for defined terms.

== == == == ==

Appendix 3B Page 8

04/03/2013