PEPPERMINT INNOVATION LIMITED — Capital/Financing Update 2015

Jul 21, 2015

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LIMITED
CHRYSALIS RESOURCES
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DUE DILIGENCE COMPLETED, OPTION TO ACQUIRE PEPPERMINT INNOVATION LIMITED EXERCISED, AND

DJ CARMICHAEL APPOINTED LEAD MANAGER FOR CAPITAL RAISING

ASX Announcement 22[nd] July 2015

• Due diligence requirements have been satisfied and Chrysalis has exercised the Option to acquire Peppermint Innovation Limited .

• Additionally, the Binding Term Sheet associated with the Acquisition has been amended to remove the Chrysalis share capital consolidation and the Transaction Timetable. The parties will work towards completing the Acquisition as soon as possible.

• DJ Carmichael Pty Ltd have been appointed as Corporate Advisors and Lead Manager for Chrysalis to assist in raising up to $3.5 million of additional equity funding.

• The Acquisition remains conditional upon Chrysalis obtaining the necessary shareholder and regulatory approvals, together with satisfaction of the remaining conditions precedent under the Binding Term Sheet.

Chrysalis Resources Limited (CYS:ASX) is pleased to announce that both Peppermint Innovation Limited ( Peppermint ) and Chrysalis have satisfied their respective Due Diligence requirements and Chrysalis has executed the Option to acquire all the issued share capital of Peppermint. Both Chrysalis and Peppermint have elected not to enter into a Definitive Agreement, instead using the terms and conditions of an amended Binding Term Sheet ( BTS ). The amendments to the BTS dated 20[th] May 2015 include:

• the removal of the 1 for 5 consolidation of Chrysalis share capital prior to the Acquisition. The parties agree that subject to Chrysalis obtaining a waiver from Listing Rule 2.1, Condition 2 (20c Rule Waiver) in respect of Chrysalis’ proposed recompliance with Chapters 1 and 2 of the ASX Listing Rules, Chrysalis will not undertake a consolidation of its share capital in respect of the Acquisition of all the Peppermint shares;

• the allotment and issue of 350,000,000 Acquisition Shares by Chrysalis to the Vendors (the Peppermint Shareholders) in consideration for the Acquisition ;

• the issue of 472,200,000 Performance Shares . Performance Shares shall not vest until the Milestones to which they attach are achieved and the Acquisition Shares shall be escrowed in accordance with ASX requirements. Each (1) Performance Share shall be issued on completion and is convertible into one (1) ordinary share in the capital of Chrysalis, upon the following milestones being achieved:

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Chrysalis Resources Limited Company Snapshot Company Structure Board & Management
A.B.N 58 125 931 964 Listed on ASX 27 May 2008 No of Shares on Issue 345,484,128 Dr Neale Fong – Non-Executive Chairman
Level 1, Suite 20 (at 31st March 2015)
7 The Esplanade ASX Share Code CYS Mr Jian Hua Sang – Non-Executive Director
MT. PLEASANT WA 6153 Cash (at 31st March 2015) $0.39M Mr Leigh Ryan – Managing Director
Sector Exploration
Mr Kevin Hart – Company Secretary
Phone: 618 6180 9290
Fax: 618 9316 1314
E: info@chrysalisresources.com.au
www.chrysalisresources.com.au
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CHRYSALIS RESOURCES OPTION TO ACQUIRE PEPPERMINT INNOVATION

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• Milestone 1 : 50 million Performance shares will vest upon Chrysalis or its subsidiaries generating cumulative revenue of $15,000,000 from the Mobile Banking, Payments and Remittance Business operated by Peppermint (MBPRB) or in the event of a Change of Control within 5 years of the date of the Term Sheet.

• Milestone 2 : 50 million Performance shares will vest upon Chrysalis or its subsidiaries generating cumulative revenue of $50,000,000 from the MBPRB or in the event of a Change of Control within 5 years of the date of the Term Sheet.

• Milestone 3 : 372.2 million Performance shares will vest upon Chrysalis achieving a share price of AUD 0.15 cents or more (based on volume weighted average market price over 20 consecutive trading days during which the shares have actually traded) post completion or in the event of a Change of Control where the value attributed to each Chrysalis share is equivalent to AUD0.15 per share or more within 5 years of the date of the Term Sheet.

Conversion is subject to the following:

• the issue of Shares on conversion of Performance Shares on a Change of Control shall at all times be limited to 10% of the total shares on issue at the date of the Change of Control; and

• a “Change of Control” occurs where a third party becomes entitled to more than 50% of the Chrysalis shares or where all those shares are either cancelled or transferred to a third party under Court Order; and

• the replacement of the Transaction Timetable with the following clause; “The parties agree they will use their best endeavours to ensure that the transaction proceeds and completes as soon as possible.”

The Acquisition remains subject to the necessary shareholder and regulatory approvals, and satisfaction of the remaining conditions precedent under the BTS. Chrysalis is preparing a notice of meeting to convene a general meeting as soon as possible, at which shareholders will have the opportunity to vote on the Acquisition and other related matters.

In light of the above, the updated indicative effect of the Acquisition on the capital structure of Chrysalis is expected to be as follows:

	Ordinary Shares	Performance Shares
Existing Shares	345,484,128
Ordinary Shares as Consideration	350,000,000
Performance Shares as Consideration	-	472,200,000
Shares issued under Prospectus*	175,000,000
TOTAL	870,484,128	472,200,000

• Assumes a minimum capital raise of $3.5m at an issue price of $0.02 per Share.

CHRYSALIS RESOURCES OPTION TO ACQUIRE PEPPERMINT INNOVATION

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Chrysalis is also pleased to announce that DJ Carmichael Pty Ltd ( DJC ) have been appointed as Corporate Advisors for Chrysalis in order to assist in raising up to $3.5 million of additional equity funding as part of the Company’s proposed re-compliance with Chapters 1 and 2 of the ASX Listing Rules ( Re-listing ). Chrysalis proposes to place 175 million ordinary fully paid shares ( Shares ) at an issue price of $0.02 pursuant to a Re-Listing prospectus to be lodged with the Australian Securities and Investments Commission as soon as practicable. DJC will assist the Company in meeting its objectives on a best endeavours basis with regards to the issue of new Shares pursuant to the ReListing, and are named as Lead Manager, on the terms and conditions set out in the Corporate Advisory Services Mandate signed by Chrysalis and DJC.

For further information please contact:

Leigh Ryan - Managing Director

+61 8 6180 9290