OVANTI LIMITED — Capital/Financing Update 2021

Feb 17, 2021

Proposed issue of securities

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Announcement Summary

Entity name IOUPAY LIMITED

Announcement Type

New announcement

Date of this announcement

Thursday February 18, 2021

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
n/a	15,000,000 unlisted option exercisable at $1 expiry of 12	15,000,000
	months from date of issue.
IOU	ORDINARY FULLY PAID	100,000,000

Proposed +issue date Tuesday February 23, 2021

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

IOUPAY LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

ABN

Registration Number

11091192871

1.3 ASX issuer code

IOU

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Thursday February 18, 2021

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity Yes

7A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or	** Approval
+Security holder approval	Thursday April 15, 2021	actual?	received/condition met?
		Estimated

Comments

Shareholder approval to be sought for the lead manager options at the next available general meeting, currently proposed to be held in April 2021.

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description

IOU : ORDINARY FULLY PAID

Number of +securities proposed to be issued

100,000,000

Offer price details

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Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.50000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed 15,000,000 unlisted option exercisable at $1 expiry of 12 months from date of issue.

+Security type

Options

Number of +securities proposed to be issued

15,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Options issued are NIL cash consideration on issue provided to the lead manager for services rendered on the placement.

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Proposed issue of securities
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
0.000001
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Options details
+Security currency Exercise price	Expiry date
AUD - Australian Dollar AUD 1.0000	Friday February 18, 2022
Details of the type of +security that will be issued if the option is exercised
IOU : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
15,000,000 fully paid
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement.
Refer Section 7.E of this 3B.

Part 7C - Timetable 7C.1 Proposed +issue date Tuesday February 23, 2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No 7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes 7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

65,000,000

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7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

35,000,000

7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

The Company received material inbound interest for the conduct of a capital raising from sophisticated, wholesale, and institutional investors at an opportune time noting recent investor interest in the buy now pay later sector which the Company sought to capitalise on in a short time frame. Conducting a capital raising on such an aggressive timetable was determined by the Board to be im the best interests of shareholders and the Company generally.

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Clee Capital Pty Ltd

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

7% on the gross amount raised under the placement.

Additionally, subject to shareholder approval, the Company will issue 15,000,000 unlisted options with an exercise price of $1.00, expiring 12 months from their date of issue to the lead manager or their nominees.

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue N/A

Part 7F - Further Information

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7F.01 The purpose(s) for which the entity is issuing the securities

Funds to be utilised to fund existing operations and expansion in Malaysia and South East Asia, working capital and administrative and other costs.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

N/A

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