PEPPERMINT INNOVATION LIMITED — Capital/Financing Update 2021

Nov 10, 2021

Proposed issue of securities

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Announcement Summary

Entity name

PEPPERMINT INNOVATION LIMITED

Announcement Type

New announcement

Date of this announcement

11/11/2021

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
New class-code to be	Option exercisable at A$0.03 per share expiring on 30 June	66,666,666
confirmed	2023
New class-code to be	Options exercisable at A$0.03 per share expiring on 30 June	24,000,000
confirmed	2023
PIL	ORDINARY FULLY PAID	200,000,000

Proposed +issue date

17/11/2021

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

PEPPERMINT INNOVATION 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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ACN

Registration Number

125931964

1.3 ASX issuer code

PIL

1.4 The announcement is

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New announcement

1.5 Date of this announcement

11/11/2021

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 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No

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 Yes 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 PIL : ORDINARY FULLY PAID Number of +securities proposed to be issued 200,000,000 Offer price details 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 0.02000

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

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Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

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

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? Yes No

ASX +security code +Security description New class-code to be confirmed Option exercisable at A$0.03 per share expiring on 30 June 2023

+Security type

Options

Number of +securities proposed to be issued

66,666,666

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

Attaching to placement shares being purchased at 2 cents per share

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

0.100000

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency

AUD - Australian Dollar

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Exercise price

AUD 0.0300

Expiry date

30/6/2023

Details of the type of +security that will be issued if the option is exercised

PIL : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

One ordinary fully paid share

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.

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? New class

Will the proposed issue of this +security include an offer of attaching +securities? No

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? Yes No ASX +security code +Security description New class-code to be confirmed Options exercisable at A$0.03 per share expiring on 30 June 2023

+Security type

Options

Number of +securities proposed to be issued

24,000,000

Offer price details

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

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No

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Please describe the consideration being provided for the +securities Consideration for Lead Manager on fund raising
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
0.060000
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 0.0300	30/6/2023
Details of the type of +security that will be issued if the option is exercised
PIL : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised One ordinary fully paid share
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. To be covered in the prospectus to be lodged.
Part 7C - Timetable
7C.1 Proposed +issue date
17/11/2021

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

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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?

126,195,415

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?

164,471,251

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

To secure funds quickly

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?

2% of gross proceeds Management Fee

4% of gross proceeds Capital Raising Fee

24 million options exercisable at A$0.03 per share expiring on 30 June 2023, to be listed on the ASX assuming listing conditions are met

7E.2 Is the proposed issue to be underwritten?

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No

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

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Part 7F - Further Information

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

To raise funds to support the issue of an electronic money issuers licence in the Philippines, additional funding of the loan book and working capital

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

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS for the +securities proposed to be issued

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