PaySauce Limited — Major Shareholding Notification 2019

Jan 7, 2019

Disclosure of beginning to have substantial holding

Section 276, Financial Markets Conduct Act 2013

To NZX Limited and

To PaySauce Limited

Date this disclosure made: 7 January 2019

Date on which substantial holding began: 21 December 2018

Substantial product holder(s) giving disclosure

Full name(s): Coulthard Barnes (PaySauce) Limited and Andrew Barnes

Summary of substantial holding

Class of quoted voting products: Ordinary shares in PaySauce Limited

Summary for Coulthard Barnes (PaySauce) Limited and Andrew Barnes

For this disclosure,—

• (a) total number held in class: 1,169,332,884

• (b) total in class: 5,843,543,401

• (c) total percentage held in class: 20.01%

Details of relevant interests

Details for Coulthard Barnes (PaySauce) Limited

Nature of relevant interest(s): Coulthard Barnes (PaySauce) Limited (" CBPS ") is party to a restricted security deed ( attached ) with PaySauce Limited (” PYS "). Under the restricted security deed, CBPS has agreed that it will not dispose of or transfer any of its shares in PYS (among other things), until audited financial statements for the PYS group for the financial year ending 31 March 2019 are made available to the public, unless CBPS receives prior written approval from PYS, PYS's "non-interested directors" and the Special Division of the New Zealand Markets Disciplinary Tribunal.

For that relevant interest,—

• (a) number held in class: 1,169,332,884

• (b) percentage held in class: 20.01%

• (c) current registered holder(s): not applicable

• (d) registered holder(s) once transfers are registered: Coulthard Barnes (PaySauce) Limited

For a derivative relevant interest, also—

• (a) type of derivative: not applicable

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• (b) details of derivative: not applicable

• (c) parties to the derivative: not applicable

• (d) if the substantial product holder is not a party to the derivative, the nature of the relevant interest in the derivative: not applicable

Details for Andrew Barnes

Nature of relevant interest(s): Andrew Barnes is a director of Coulthard Barnes (PaySauce) Limited (" CBPS ") and has the power to exercise, or control the exercise of, the right to vote attached to 20% or more of the ordinary shares of CBPS. CBPS is party to a restricted security deed ( attached ) with PaySauce Limited (” PYS "). Under the restricted security deed, CBPS has agreed that it will not dispose of or transfer any of its shares in PYS (among other things), until audited financial statements for the PYS group for the financial year ending 31 March 2019 are made available to the public, unless CBPS receives prior written approval from PYS, PYS's "non-interested directors" and the Special Division of the New Zealand Markets Disciplinary Tribunal.

For that relevant interest,—

• (a) number held in class: 1,169,332,884

• (b) percentage held in class: 20.01%

• (c) current registered holder(s): not applicable

• (d) registered holder(s) once transfers are registered: Coulthard Barnes (PaySauce) Limited

For a derivative relevant interest, also—

• (a) type of derivative: not applicable

• (b) details of derivative: not applicable

• (c) parties to the derivative: not applicable

• (d) if the substantial product holder is not a party to the derivative, the nature of the relevant interest in the derivative: not applicable

Details of transactions and events giving rise to substantial holding

Details of the transactions or other events requiring disclosure:

On 21 December 2018, Energy Mad Limited (which has been renamed PaySauce Limited) (" EML ") completed the acquisition of all of the ordinary shares of PaySauce Limited (which has been renamed PaySauce Operations Limited) (" PaySauce ") from the existing shareholders of PaySauce for consideration of $10 million, which was satisfied by EML issuing 5,667,706,766 shares to the existing shareholders of PaySauce at a price of approximately 0.18 cents per share.

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Additional information

Address of substantial product holder: Level 14, 191 Queen Street, Auckland Central, Auckland 1010, New Zealand

Contact details: Patrick Gamble, 09 927 9498, Level 14, 191 Queen Street, Auckland Central, Auckland 1010, New Zealand

Nature of connection between substantial product holders: Andrew Barnes is a director of Coulthard Barnes (PaySauce) Limited (" CBPS ") and has the power to exercise, or control the exercise of, the right to vote attached to 20% or more of the ordinary shares of CBPS.

Name of any other person believed to have given, or believed to be required to give, a disclosure under the Financial Markets Conduct Act 2013 in relation to the financial products to which this disclosure relates: not applicable

Disclosure has effect for purposes of directors’ and senior managers’ disclosure

Andrew Barnes is also a director of PaySauce Limited. This disclosure also constitutes disclosure for the purposes of the directors’ and senior managers’ disclosure obligations.

Certification

I, Asantha Wijeyeratne, certify that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made.

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