ASX ANNOUNCEMENT 24 June 2021

Company Announcements Office Australian Securities Exchange Limited

2A - Option exercise and conversion of convertible notes to equity

$1.865 million received from exercising ~74% of 234.5 million outstanding optionsto issue 174.5 million ordinary fully paid shares
Exercise of options demonstrates strong commitment from investors to provide more capital to execute growth strategy
1,234,626 (or ~73%) of 1,673,058 issued Convertible Notes also converted to fully paid shares removing $1,426,334 in debt from Company balance sheet

PERTH, AUSTRALIA, 24 JUNE 2021: Peppermint Innovation Ltd (ASX: PIL) ("Peppermint" or "the Company") is pleased to advise the Company has received payment of $1,865,000 through the exercise of 174,500,000 (~74%) of the 234,500,000 Outstanding Options issued by the Company.

The exercise of these Outstanding Options has resulted in the issue of 174,500,000 ordinary fully paid shares in the Company. The remaining ~26% of Outstanding Options have an expiry date of 31 December 2021 and February 2024.

Peppermint is also pleased to announce that 1,234,626 of the 1,673,058 Convertible Notes issued by the Company have been converted into ordinary fully paid shares in the Company.

Each note was purchased for $1.00 and converted to ordinary fully paid shares at a price of $0.01 per share for the principal plus interest outstanding on the relevant notes. As a result, Peppermint has removed a liability of $1,426,334 (to repay principal and interest on Convertible Notes) from the Company's balance sheet.

The remaining ~27% of Convertible Notes have a maturity date of April 2022.

As the Company's shares have been suspended from trading on the ASX for more than 5 days out of the last 12 months, the Company is required to lodge a cleansing prospectus to enable secondary trading of new shares issued pursuant to the conversion of convertible notes or the exercise of options pursuant to the attached Appendix 2A requesting quotation of these shares on the ASX. This cleansing prospectus is attached and will remain open until its Closing Date – 29 July 2021.

	PEPPERMINT INNOVATION LIMITEDORDINARY FULLY PAID SHARES (Total)
	Top Holders (Grouped) As Of 22/06/2021		Composition : ORD,ES1
Rank	Name	Units	% Units
1	OHKA PTY LTD	107,250,214	6.33
2	CICAK PTY LTD	81,317,800	4.80
3	EAGLE BRILLIANT HOLDINGS LTD	57,247,355	3.38
4	LEGAL TOOLBOX PTY LTD	50,000,000	2.95
5	CASADA HOLDINGS PTY LTD	47,480,305	2.80
6	JONMEG PTY LTD	35,841,600	2.11
7	MR BRETT WILLIAM COMISKEY	35,590,000	2.10
8	NATIONAL NOMINEES LIMITED	34,337,000	2.03
9	MR PAUL DUREY	29,223,582	1.72
10	CS THIRD NOMINEES PTY LIMITED <hsbc 13="" a="" au="" c="" cust="" ltd="" nom="">	24,222,728	1.43
11	MR HUGO EDGAR DRIEMEYER + MRS TRACY LEE DRIEMEYER	22,123,861	1.31
12	MR PETER JAMES DYKES	20,200,000	1.19
13	MR ROBERT ANTHONY ANGLEY + MS SUSAN JANE ARTHUR <vertexDESIGN SUPER FUND A/C></vertex	20,000,000	1.18
14	WRS ASSOCIATES PTY LTD	19,866,992	1.17
15	ANDKER PTY LTD	17,500,000	1.03
16	MR MICHAEL RYAN	17,054,808	1.01
17	MR ROBERT ANTHONY ANGLEY + MS SUSAN JANE ARTHUR <vertexDESIGN SUPER FUND A/C></vertex	15,550,479	0.92
18	ANDKER PTY LTD	15,000,000	0.89
19	ROOKESBURY PTY LTD	14,000,000	0.83
20	LEGAL TOOLBOX PTY LTD	13,763,152	0.81
	Totals: Top 20 holders of ORDINARY FULLY PAID SHARES (Total)	677,569,876	39.98
	Total Remaining Holders Balance	1,017,148,406	60.02

The Top 20 shareholder list after the issue of the shares in this 2A.

Peppermint Managing Director and CEO, Chris Kain, said: "Our investors have again demonstrated a strong commitment in the Company's growth strategy by converting 74% of all outstanding options and 73% of all convertible notes into ordinary fully paid shares in Peppermint.

"This support translates into an additional A$1.865 million in working capital for the Company to execute our business growth strategy - in particular, the establishment of our bizmoPay operations that we will soon be in a position to update the market on.

"We are awaiting final approvals for our finance license from the Philippines' Securities Exchange Commission which will be a significant milestone in the Company's strategy to provide an alternative non-bank micro-enterprise lending platform, via the bizmoto mobile App.

"In addition, the conversion of 73% of the issued convertible notes significantly reduces the Company's debt position, which strengthens our overall balance sheet and provides us with financial flexibility moving forward."

ENDS

This ASX announcement has been approved by Peppermint Innovation Limited's Board of Directors and authorised for release**.**

For more information, please contact:

Chris Kain Managing Director & CEO Peppermint Innovation Limited E: [email protected]

About Peppermint Innovation Ltd

Peppermint Innovation is a FinTech company focused on the commercialisation and continued development of the Peppermint Platform, a mobile banking, payments and remittance, delivery and logistics, ecommerce, and finance services technology to service the Developing World. Peppermint technology currently powers a white label mobile app banking platform and the bizmoto micro enterprise platform in the Philippines.

Appendix 2A

Application for quotation of +securities

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.

If you are an entity incorporated outside Australia and you are seeking quotation of a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Questionno	Question	Answer
1.1	*Name of entityWe (the entity here named) apply for+quotation of the following +securities andagree to the matters set out in1Appendix 2A of the ASX Listing Rules.	Peppermint Innovation Limited
1.2	*Registration type and numberPlease supply your ABN, ARSN, ARBN, ACN oranother registration type and number (if you supplyanother registration type, please specify both the typeof registration and the registration number).	ABN 56 125 931 964
1.3	*ASX issuer code
1.4	*This announcement isTick whichever is applicable.	☒ A new announcement☐ An update/amendment to a previousannouncement☐ A cancellation of a previousannouncement
1.4a	*Reason for updateMandatory only if "Update" ticked in Q1.4 above. Areason must be provided for an update.
1.4b	*Date of previous announcement to thisupdateMandatory only if "Update" ticked in Q1.4 above.
1.4c	*Reason for cancellationMandatory only if "Cancellation" ticked in Q1.4 above.
1.4d	*Date of previous announcement to thiscancellationMandatory only if "Cancellation" ticked in Q1.4 above.

1 Appendix 2A of the Listing Rules includes a warranty that an offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) or 1012C(6) of the Corporations Act. If the securities to be quoted have been issued by way of a pro rata offer, to give this warranty, you will generally need to have lodged a cleansing notice with ASX under section 708AA(2)(f) or 1012DAA(2)(f) of the Corporations Act within 24 hours before the securities are offered (see ASIC Regulatory Guide 189 Disclosure relief for rights issues). If in doubt, please consult your legal adviser.

1.5 *Date of this announcement 24 June 2021

Part 2 – Type of issue

QuestionNo.	Question	Answer
2.1	*The +securities to be quoted are:Select whichever item is applicable.If you wish to apply for quotation of different types of	☐ Being issued as part of a transaction ortransactions previously announced tothe market in an Appendix 3B
	issues of securities, please complete a separateAppendix 2A for each type of issue.	☐ Being issued under a +dividend ordistribution plan
		☒ Being issued as a result of optionsbeing exercised or other +convertiblesecurities being converted
		☐ Unquoted partly paid +securities thathave been paid up and are now quotedfully paid +securities
		☐ +Restricted securities where the escrowperiod has expired or is about to expire
		☐ +Securities previously issued under an+employee incentive scheme where therestrictions on transfer have ceased orare about to cease
		☐ +Securities issued under an +employeeincentive scheme that are not subject toa restriction on transfer or that are to bequoted notwithstanding there is arestriction on transfer
		☐ Other
2.2a.1	*Date of Appendix 3B notifying the marketof the proposed issue of +securities forwhich quotation is now being soughtAnswer this question if your response to Q2.1 is "Beingissued as part of a transaction or transactionspreviously announced to the market in an Appendix3B"
2.2a.2	*Are there any further issues of +securitiesyet to take place to complete thetransaction(s) referred to in theAppendix 3B?
	Answer this question if your response to Q2.1 is "Beingissued as part of a transaction or transactionspreviously announced to the market in an Appendix3B".

2.2a.2.1	*Please provide details of the further issuesof +securities yet to take place to completethe transaction(s) referred to in theAppendix 3BAnswer this question if your response to Q2.1 is "Beingissued as part of a transaction or transactionspreviously announced to the market in an Appendix3B" and your response to Q2.2a.2 is "Yes".Please provide details of the proposed dates andnumber of securities for the further issues. This maybe the case, for example, if the Appendix 3B related toan accelerated pro rata offer with an institutionalcomponent being quoted on one date and a retailcomponent being quoted on a later date.
2.2b.1	*Date of Appendix 3A.1 lodged with ASX inrelation to the underlying +dividend ordistributionAnswer this question if your response to Q2.1 is "Beingissued under a dividend or distribution plan".
2.2b.2	*Does the +dividend or distribution planmeet the requirement of listing rule 7.2exception 4 that it does not impose a limiton participation?Answer this question if your response to Q2.1 is "Beingissued under a dividend or distribution plan".Note: Exception 4 only applies where security holdersare able to elect to receive all of their dividend ordistribution as securities. For example, Exception 4would not apply in the following circumstances: 1) Theentity has specified a dollar limit on the level ofparticipation e.g. security holders can only participateto a maximum value of $x in respect of theirentitlement, or 2) The entity has specified a maximumnumber of securities that can participate in the plane.g. security holders can only receive securities in lieuof dividend payable for x number of securities.
2.2c.1	Please state the number and type ofoptions that were exercised or other+convertible securities that were converted(including their ASX security code)Answer this question if your response to Q2.1 is "Beingissued as a result of options being exercised or otherconvertible securities being converted".	Convertible Notes with a face value of$309,194 converted into 34,841,525ordinary fully paid shares at 1 cent pershare.75,000,000 Options converted into75,000,000 ordinary fully paid shares.
2.2c.2	And the date the options were exercised orother +convertible securities wereconvertedAnswer this question if your response to Q2.1 is "Beingissued as a result of options being exercised or otherconvertible securities being converted".Note: If this occurred over a range of dates, enter thedate the last of the options was exercised orconvertible securities was converted.	21 June 2021
2.2d.1	Please state the number and type of partlypaid +securities (including their ASXsecurity code) that were fully paid upAnswer this question if your response to Q2.1 is"Unquoted partly paid securities that have been paidup and are now quoted fully paid securities".

2.2d.2	And the date the +securities were fully paidupAnswer this question if your response to Q2.1 is"Unquoted partly paid securities that have been paidup and are now quoted fully paid securities".Note: If this occurred over a range of dates, enter thedate the last of the securities was fully paid up.
2.2e.1	Please state the number and type of+restricted securities (including their ASXsecurity code) where the escrow period hasexpired or is about to expireAnswer this question if your response to Q2.1 is"Restricted securities where the escrow period hasexpired or is about to expire".
2.2e.2	And the date the escrow restrictions haveceased or will ceaseAnswer this question if your response to Q2.1 is"Restricted securities where the escrow period hasexpired or is about to expire".Note: If this occurred over a range of dates, enter thedate the last of the escrow restrictions has ceased orwill cease.
2.2f.1	Please state the number and type of+securities (including their ASX securitycode) previously issued under the+employee incentive scheme where therestrictions on transfer have ceased or areabout to ceaseAnswer this question if your response to Q2.1 is"Securities previously issued under an employeeincentive scheme where the restrictions on transferhave ceased or are about to cease".
2.2f.2	And the date the restrictions on transferhave ceased or will cease:Answer this question if your response to Q2.1 is"Securities previously issued under an employeeincentive scheme where the restrictions on transferhave ceased or are about to cease".Note: If this occurred over a range of dates, enter thedate the last of the restrictions on transfer has ceasedor will cease.
2.2g.1	Please state the number and type of+securities (including their ASX securitycode) issued under an +employee incentivescheme that are not subject to a restrictionon transfer or that are to be quotednotwithstanding there is a restriction ontransferAnswer this question if your response to Q2.1 is"Securities issued under an employee incentivescheme that are not subject to a restriction on transferor that are to be quoted notwithstanding there is arestriction on transfer".

2.2g.2	*Please attach a document or providedetails of a URL link for a document lodgedwith ASX detailing the terms of the+employee incentive scheme or a summaryof the terms.Answer this question if your response to Q2.1 is"Securities issued under an employee incentivescheme that are not subject to a restriction on transferor that are to be quoted notwithstanding there is arestriction on transfer".
2.2g.3	*Are any of these +securities being issuedto +key management personnel (KMP) oran +associateAnswer this question if your response to Q2.1 is"Securities issued under an employee incentivescheme that are not subject to a restriction on transferor that are to be quoted notwithstanding there is arestriction on transfer".		No
2.2g.3.a	*Provide details of the recipients and the number of +securities issued to each of them.			Answer this question if your response to Q2.1 is "Securities issued under an employee incentive scheme that arenot subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer"
	registered holder".			and your response to Q2.2g.3 is "Yes". Repeat the detail in the table below for each KMP involved in the issue. Ifthe securities are being issued to the KMP, repeat the name of the KMP or insert "Same" in "Name of registeredholder". If the securities are being issued to an associate of a KMP, insert the name of the associate in "Name of
	Name of KMP	Name of registered holder		Number of +securities

2.2h.1	*The purpose(s) for which the entity isissuing the +securities is:Answer this question if your response to Q2.1 is"Other".You may select one or more of the items in the list.		☐ To payAdditional details:	☒ To raise additional working capital☐ To fund the retirement of debtfor the acquisition of an asset[provide details below]☐ To pay for services rendered[provide details below]☐ Other [provide details below]
2.2h.2	*Please provide any further informationneeded to understand the circumstances inwhich you are applying to have these+securities quoted on ASX, including (ifapplicable) why the issue of the +securitieshas not been previously announced to themarket in an Appendix 3BYou must answer this question if your response toQ2.1 is "Other". If there is no other information to
2.2i	provide, please answer "Not applicable" or "N/A".*Are these +securities being offered undera +disclosure document or +PDS?Answer this question if your response to Q2.1 is anyoption other than "Being issued as part of a transactionor transactions previously announced to the market inan Appendix 3B".

2.2i.1	*Date of +disclosure document or +PDS?
	Answer this question if your response to Q2.1 is anyoption other than "Being issued as part of a transactionor transactions previously announced to the market inan Appendix 3B" and your response to Q2.2i is "Yes".
	Under the Corporations Act, the entity must apply forquotation of the securities within 7 days of the date ofthe disclosure document or PDS.
2.3	*The +securities to be quoted are:Tick whichever is applicable	☒ Additional +securities in a class that isalready quoted on ASX ("existingclass")
		☐ New +securities in a class that is not yetquoted on ASX ("new class")

Part 3A – number and type of +securities to be quoted (existing class or new class) where issue has previously been notified to ASX in an Appendix 3B

Answer the questions in this Part if your response to Q2.1 is "Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B" and your response to Q2.3 is "existing class" or "new class".

QuestionNo.	Question	Answer
3A.1	*ASX security code & description
3A.2	*Number of +securities to be quoted

Part 3B – number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an Appendix 3B

Answer the questions in this Part if your response to Q2.1 is anything other than "Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B" and your response to Q2.3 is "existing class".

QuestionNo.	Question	Answer
3B.1	*ASX security code & description	PIL
3B.2	*Number of +securities to be quoted	105,841,525The Company notes these shares are notsubject to any trading restrictions under theCorporations Act in light of the Prospectusdated 23 June 2021 lodged with ASIC and
		the ASX by the Company and pursuant tosection 708A(11) of the Corporations Act2001 (Cth).
3B.3a	*Will the +securities to be quoted rankequally in all respects from their issue datewith the existing issued +securities in thatclass?	Yes
3B.3b	*Is the actual date from which the+securities will rank equally (non-rankingend date) known?Answer this question if your response to Q3B.3a is"No".

3B.3c	*Provide the actual non-ranking end dateAnswer this question if your response to Q3B.3a is"No" and your response to Q3B.3b is "Yes".
3B.3d	*Provide the estimated non-ranking endperiodAnswer this question if your response to Q3B.3a is"No" and your response to Q3B.3b is "No".
3B.3e	*Please state the extent to which the+securities do not rank equally:
	•in relation to the next dividend,distribution or interest payment; or
	•for any other reason
	Answer this question if your response to Q3B.3a is"No".
	For example, the securities may not rank at all, or mayrank proportionately based on the percentage of theperiod in question they have been on issue, for thenext dividend, distribution or interest payment; or theymay not be entitled to participate in some other event,such as an entitlement issue.

Part 3C – number and type of +securities to be quoted (new class) where issue has not previously been notified to ASX in an Appendix 3B

QuestionNo.	Question	Answer
3C.1	*Security description
3C.2	*Security typeSelect one item from the list that best describes thesecurities the subject of this form. This will determinemore detailed questions to be asked about the securitylater in this section. Select "ordinary fully or partly paidshares/units" for stapled securities or CDIs. Forinterest rate securities, please select the appropriatechoice from either "Convertible debt securities" or"Non-convertible debt securities". Select "Other" forperformance shares/units and performanceoptions/rights or if the selections available in the list donot appropriately describe the security being issued.	☐ Ordinary fully or partly paid shares/units☐ Options☐ +Convertible debt securities☐ Non-convertible +debt securities☐ Redeemable preference shares/units☐ Other
3C.3	ISIN codeAnswer this question if you are an entity incorporatedoutside Australia and you are seeking quotation of anew class of securities other than CDIs. See also thenote at the top of this form.
3C.4	*Number of +securities to be quoted
3C.5a	*Will all the +securities issued in this classrank equally in all respects from the issuedate?	Yes or No
3C.5b	*Is the actual date from which the+securities will rank equally (non-rankingend date) known?Answer this question if your response to Q3C.5a is"No".	Yes or No

3C.5c	*Provide the actual non-ranking end date
	Answer this question if your response to Q3C.5a is"No" and your response to Q3C.5b is "Yes".
3C.5d	*Provide the estimated non-ranking endperiod
	Answer this question if your response to Q3C.5a is"No" and your response to Q3C.5b is "No".
3C.5e	*Please state the extent to which the+securities do not rank equally:
	•in relation to the next dividend,distribution or interest payment; or
	•for any other reason
	Answer this question if your response to Q3C.5a is"No".
	For example, the securities may not rank at all, or mayrank proportionately based on the percentage of theperiod in question they have been on issue, for thenext dividend, distribution or interest payment; or theymay not be entitled to participate in some other event,such as an entitlement issue.
3C.6	Please attach a document or provide a URLlink for a document lodged with ASX settingout the material terms of the +securities tobe quoted
	You may cross-reference a disclosure document, PDS,information memorandum, investor presentation orother announcement with this information provided ithas been released to the ASX Market AnnouncementsPlatform.
3C.7	*Have you received confirmation from ASXthat the terms of the +securities areappropriate and equitable under listing rule6.1?		Yes or No
	Answer this question only if you are an ASX Listing.(ASX Foreign Exempt Listings and ASX Debt Listingsdo not have to answer this question).
	If your response is "No" and the securities have anyunusual terms, you should approach ASX as soon aspossible for confirmation under listing rule 6.1 that theterms are appropriate and equitable.
3C.8	new +securities held by the recipients in each category.	*Provide a distribution schedule for the new +securities according to the categories set outin the left hand column – including the number of recipients and the total percentage of the
	Number of +securities held	Number of holders		Total percentage of+securities held
	1 – 1,000
	1,001 – 5,000
	5,001 – 10,000
	10,001 – 100,000
	100,001 and over
	Answer this question only if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do nothave to answer this question) and the securities to be quoted have already been issued.Note: if the securities to be quoted have not yet been issued, under listing rule 3.10.5, you will need to provide toASX a list of the 20 largest recipients of the new +securities, and the number and percentage of the new+securities received by each of those recipients, and a distribution schedule for the securities when they areissued.

3C.9a	Ordinary fully or partly paid shares/units detailsAnswer the questions in this section if you selected this security type in your response to Question 3C.2.
	*+Security currencyThis is the currency in which the face amount of anissue is denominated. It will also typically be thecurrency in which distributions are declared.
	*Will there be CDIs issued over the+securities?	Yes or No
	*CDI ratioAnswer this question if you answered "Yes" to theprevious question. This is the ratio at which CDIs canbe transmuted into the underlying security (e.g. 4:1means 4 CDIs represent 1 underlying securitywhereas 1:4 means 1 CDI represents 4 underlyingsecurities).	X:Y
	*Is it a partly paid class of +security?	Yes or No
	*Paid up amount: unpaid amountAnswer this question if answered "Yes" to theprevious question.The paid up amount represents the amount ofapplication money and/or calls which have been paidon any security considered 'partly paid'The unpaid amount represents the unpaid or yet tobe called amount on any security considered 'partlypaid'.The amounts should be provided per the securitycurrency (e.g. if the security currency is AUD, thenthe paid up and unpaid amount per security in AUD).	X:Y
	*Is it a stapled +security?This is a security class that comprises a number ofordinary shares and/or ordinary units issued byseparate entities that are stapled together for thepurposes of trading.	Yes or No
3C.9b	Option detailsAnswer the questions in this section if you selected this security type in your response to Question 3C.2.
	*+Security currencyThis is the currency in which the exercise price ispayable.
	*Exercise priceThe price at which each option can be exercised andconvert into the underlying security.The exercise price should be provided per thesecurity currency (i.e. if the security currency is AUD,the exercise price should be expressed in AUD).
	*Expiry dateThe date on which the options expire or terminate.
	*Details of the number and type of+security (including its ASX security codeif the +security is quoted on ASX) that willbe issued if an option is exercisedFor example, if the option can be exercised to receiveone fully paid ordinary share with ASX security codeABC, please insert "One fully paid ordinary share(ASX:ABC)".

3C.9c	Details of non-convertible +debt securities, +convertible debt securities, orredeemable preference shares/unitsAnswer the questions in this section if you selected one of these security types in your response to Question
	3C.2.Refer to Guidance Note 34 and the "Guide to the Naming Conventions and Security Descriptions for ASX Quoted
	Debt and Hybrid Securities" for further information on certain terms used in this section
	*Type of +security	☐ Simple corporate bond
	Select one item from the list	☐ Non-convertible note or bond
		☐ Convertible note or bond
		☐ Preference share/unit
		☐ Capital note
		☐ Hybrid security
		☐ Other
	*+Security currency
	This is the currency in which the face value of thesecurity is denominated. It will also typically be thecurrency in which interest or distributions are paid.
	Face value
	This is the principal amount of each security.
	The face value should be provided per the securitycurrency (i.e. if security currency is AUD, then theface value per security in AUD).
	*Interest rate type	☐ Fixed rate
	Select one item from the list	☐ Floating rate
	Select the appropriate interest rate type per the termsof the security. Definitions for each type are providedin the Guide to the Naming Conventions and SecurityDescriptions for ASX Quoted Debt and Hybrid	☐ Indexed rate
		☐ Variable rate
	Securities	☐ Zero coupon/no interest
		☐ Other
	Frequency of coupon/interest payments	☐ Monthly
	per year
	Select one item from the list.	☐ Quarterly
		☐ Semi-annual
		☐ Annual
		☐ No coupon/interest payments
		☐ Other
	First interest payment dateA response is not required if you have selected "Nocoupon/interest payments" in response to thequestion above on the frequency of coupon/interest
	payments
	Interest rate per annumAnswer this question if the interest rate type is fixed.	% p.a.
	*Is the interest rate per annum estimatedat this time?	Yes or No
	Answer this question if the interest rate type is fixed.
	If the interest rate per annum is estimated,then what is the date for this information tobe announced to the market (if known)Answer this question if the interest rate type is fixedand your response to the previous question is "Yes".Answer "Unknown" if the date is not known at thistime.

*Does the interest rate include a referencerate, base rate or market rate (e.g. BBSWor CPI)?Answer this question if the interest rate type isfloating or indexed.	Yes or No
*What is the reference rate, base rate ormarket rate?Answer this question if the interest rate type isfloating or indexed and your response to the previousquestion is "Yes".
*Does the interest rate include a marginabove the reference rate, base rate ormarket rate?Answer this question if the interest rate type isfloating or indexed.	Yes or No
*What is the margin above the referencerate, base rate or market rate (expressedas a percent per annum)Answer this question if the interest rate type isfloating or indexed and your response to the previousquestion is "Yes".	% p.a.
*S128F of the Income Tax AssessmentAct status applicable to the +securitySelect one item from the listFor financial products which are likely to give rise to apayment to which s128F of the Income TaxAssessment Act applies, ASX requests issuers toconfirm the s128F status of the security:•"s128F exempt" means interest payments are nottaxable to non-residents;•"Not s128F exempt" means interest payments aretaxable to non-residents;•"s128F exemption status unknown" means theissuer is unable to advise the status;•"Not applicable" means s128F is not applicable tothis security	☐ s128F exempt☐ Not s128F exempt☐ s128F exemption status unknown☐ Not applicable
*Is the +security perpetual (i.e. no maturitydate)?	Yes or No
*Maturity dateAnswer this question if the security is not perpetual

This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

*Select other features applicable to the+securityUp to 4 features can be selected. Further informationis available in the Guide to the Naming Conventionsand Security Descriptions for ASX Quoted Debt andHybrid Securities.	☐ Simple☐ Subordinated☐ Secured☐ Converting☐ Convertible☐ Transformable☐ Exchangeable☐ Cumulative☐ Non-Cumulative☐ Redeemable☐ Extendable☐ Reset☐ Step-Down☐ Step-Up☐ Stapled
*Is there a first trigger date on which aright of conversion, redemption, call or put	☐ None of the aboveYes or No
can be exercised (whichever is first)?
*If yes, what is the first trigger dateAnswer this question if your response to the previousquestion is "Yes".
Details of the number and type of +security(including its ASX security code if the+security is quoted on ASX) that will beissued if the +securities to be quoted areconverted, transformed or exchangedAnswer this question if the security features include"converting", "convertible", "transformable" or"exchangeable".For example, if the security can be converted into1,000 fully paid ordinary shares with ASX securitycode ABC, please insert "1,000 fully paid ordinaryshares (ASX:ABC)".

Part 4 – Issue details

QuestionNo.	Question	Answer
4.1	*Have the +securities to be quoted beenissued yet?	Yes
4.1a	*What was their date of issue?Answer this question if your response to Q4.1 is"Yes".	21 June 2021
4.1b	*What is their proposed date of issue?Answer this question if your response to Q4.1 is "No".
4.2	*Are the +securities to be quoted beingissued for a cash consideration?If the securities are being issued for nil cashconsideration, answer this question "No".	Yes

4.2a	*In what currency is the cash considerationbeing paidFor example, if the consideration is being paid inAustralian Dollars, state AUD.Answer this question if your response to Q4.2 is"Yes".	AUD
4.2b	*What is the issue price per +securityAnswer this question if your response to Q4.2 is "Yes"and by reference to the issue currency provided inyour response to Q4.2a.Note: you cannot enter a nil amount here. If thesecurities are being issued for nil cash consideration,answer Q4.2 as "No" and complete Q4.2c and Q4.2d.	30,000,000 options exercised at $0.014 pershare.45,000,000 options exercised and at $0.01per share.Convertible Notes with a face value of$309,194 converted into 34,841,525ordinary fully paid shares at 1 cent pershare.
4.2c	Please describe the consideration beingprovided for the +securities to be quotedAnswer this question if your response to Q4.2 is "No".
4.2d	Please provide an estimate (in AUD) of thevalue of the consideration being providedper +security for the +securities to bequotedAnswer this question if your response to Q4.2 is "No".
4.3	Any other information the entity wishes toprovide about the issue

Part 5 – Issued capital following quotation

Following the quotation of the +securities the subject of this application, the issued capital of the entity will comprise:

Note: the figures provided in the tables in sections 5.1 and 5.2 below are used to calculate the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the relevant table each class of securities issued by the entity.

If you have quoted CHESS Depository Interests (CDIs) issued over your securities, include them in the table in section 5.1 and include in the table in section 5.2 any securities that do not have CDIs issued over them (and therefore are not quoted on ASX). Restricted securities should only be included in the table in section 5.1 if you are applying to have them quoted because the escrow period for the securities has expired or is about to expire. Otherwise include them in the table in section 5.2.

5.1	*Quoted +securities (total number of each +class of +securities quoted on ASX followingthe +quotation of the +securities the subject of this application)
	ASX security code and description	Total number of +securities on issue
	PIL – ordinary fully paid	1,694,718,282

5.2	*Unquoted +securities (total number of each +class of +securities issued but not quotedon ASX):
	ASX security code and description	Total number of +securities on issue
	Convertible notes maturing on 30 April 2022bearing 12% interest per annum, from the dateof receipt of funds, with quarterly interestpayable unless the parties agree otherwise andunless redeemed or converted earlier, andconvertible into fully paid ordinary shares at$0.01 or as the parties otherwise agree inwriting.	Equivalent to 43,873,200 ordinaryshares at face value
	Unlisted Options, $0.01 Exercise, 31 December2021 Expiry	20,000,000
	Unlisted Options, $0.015 Exercise, 18 February2024 Expiry	20,000,000
	Unlisted Options, $0.025 Exercise, 18 February2024 Expiry	20,000,000

Part 6 – Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not need to complete this Part) and:

your response to Q2.1 is "Being issued under a dividend/distribution plan" and the response to Q2.2b.2 is "No"; or
your response to Q2.1 is "Other".

Note that if your response to Q2.1 is "Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B", it is assumed that you will have provided the information referred to in this Part in the Appendix 3B.

QuestionNo.	Question	Answer
6.1	*Has the entity obtained, or is it obtaining,+security holder approval for the issueunder listing rule 7.1?	Yes
6.1a	*Date of meeting or proposed meeting toapprove the issue under listing rule 7.1Answer this question if the response to Q6.1 is "Yes".	25 January 2021
6.1b	*Are any of the +securities being issuedwithout +security holder approval using theentity's 15% placement capacity underlisting rule 7.1?Answer this question if the response to Q6.1 is "No".	No
6.1b.1	*How many +securities are being issuedwithout +security holder approval using theentity's 15% placement capacity underlisting rule 7.1?Answer this question if the response to Q6.1 is "No"
	and the response to Q6.1b is "Yes".Please complete and separately send by email to yourASX listings adviser a work sheet in the form ofAnnexure B to Guidance Note 21 confirming the entityhas the available capacity under listing rule 7.1 toissue that number of securities.

6.1c	*Are any of the +securities being issuedwithout +security holder approval using theentity's additional 10% placement capacityunder listing rule 7.1A (if applicable)?Answer this question if the response to Q6.1 is "No".	Yes, No or n/a
------	--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------	----------------

6.1c.1	*How many +securities are being issuedwithout +security holder approval using theentity's additional 10% placement capacityunder listing rule 7.1A?
	Answer this question if the response to Q6.1 is "No"and the response to Q6.1c is "Yes".
	Please complete and separately send by email to yourASX listings adviser a work sheet in the form ofAnnexure C to Guidance Note 21 confirming the entityhas the available capacity under listing rule 7.1A toissue that number of securities.

Introduced 01/12/19, amended 31/01/20

PEPPERMINT INNOVATION LIMITED ACN 125 931 964

CLEANSING PROSPECTUS

For an offer of 100 Shares at an issue price of $0.02 per Share to raise $2 (before expenses).

This Prospectus has been prepared primarily for the purpose of section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of Shares issued by the Company prior to the Closing Date.

IMPORTANT NOTICE

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Shares being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The Shares offered under this Prospectus should be considered speculative.

1.	CORPORATE DIRECTORY	1
2.	TIMETABLE AND IMPORTANT NOTES	2
3.	DETAILS OF THE OFFERS	4
4.	PURPOSE AND EFFECT OF THE OFFER	7
5.	RIGHTS AND LIABILITIES ATTACHING TO SHARES	8
6.	RISK FACTORS	11
7.	ADDITIONAL INFORMATION	19
8.	DIRECTORS' AUTHORISATION	27
9.	DEFINITIONS	28

1. CORPORATE DIRECTORY

Directors

Christopher Kain Managing Director

Anthony Kain Executive Director

Matthew Cahill Non-executive Director

Company Secretary

Anthony Kain

Share Registry*

Computershare Investor Services Pty Ltd Level 11 172 St Georges Terrace PERTH WA 6000

Telephone: +61 8 9323 2000 Facsimile: +61 8 9323 2033

Registered Office

Level 2 East The Wentworth Building 300 Murray Street PERTH WA 6000

Telephone: + 61 8 6255 5504

Email: [email protected] Website: www.pepltd.com.au

ASX Code

PIL

Lawyers

Steinepreis Paganin Lawyers and Consultants Level 4 The Read Buildings 16 Milligan Street PERTH WA 6000

Auditors*

RSM Australia Partners Level 32 2 The Esplanade PERTH WA 6000

* These entities have not been involved in the preparation of this Prospectus and have not consented to being named in this Prospectus. Their names are included for information purposes only.

2. TIMETABLE AND IMPORTANT NOTES

2.1 Timetable

Action	Date
Lodgement ofProspectus with the ASIC and ASX	23June2021
Opening Date	24June2021
Closing Date*	28 July2021

* The Directors reserve the right to bring forward or extend the Closing Date at any time after the Opening Date without notice. As such, the date the Shares are expected to commence trading on ASX may vary with any change in the Closing Date.

2.2 Important Notes

This Prospectus is dated 23 June 2021 and was lodged with the ASIC on that date. The ASIC, the ASX and their respective officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Shares may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

The Offer is only available to those who are personally invited to accept the Offer. Applications for Shares offered pursuant to this Prospectus can only be submitted on an original Application Form that accompanies this Prospectus and can only be obtained from the Company upon request.

This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

2.3 Website

No document or information included on our website is incorporated by reference into this Prospectus.

2.4 Risk Factors

Potential investors should be aware that subscribing for Shares in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 6 of this Prospectus. These risks together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Shares in the future. Accordingly, an investment in the Company should be considered highly speculative. Investors should consider consulting their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

2.5 Overseas Investors

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions constitutes a violation of those laws. This Prospectus does not constitute an offer of Shares in any jurisdiction where, or to any person to whom, it would be unlawful to issue in this Prospectus.

2.6 Forward-looking statements

This Prospectus contains forward-looking statements which are identified by words such as 'may', 'could', 'believes', 'estimates', 'targets', 'expects', or 'intends' and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of our Company, the Directors and our management.

We cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

We have no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this prospectus, except where required by law.

These forward looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 6 of this Prospectus.

2.7 Disclaimer

No person is authorised to give any information or to make any representation in connection with the Offers described in this Prospectus which is not contained in this Prospectus. Any information not so contained may not be relied upon as having been authorised by the Company or any other person in connection with the Offers. You should rely only on information in this Prospectus.

3. DETAILS OF THE OFFERS

3.1 Offer

The Company invites investors identified by the Directors to apply for 100 Shares at an issue price of $0.02 per Share to raise $2 (before expenses).

The Offer will only be extended to specific parties on invitation from the Directors. Application Forms will only be provided by the Company to these parties.

All of the Shares offered under the Offer will rank equally with Shares on issue at the date of this Prospectus.

3.2 Objective

The Company is seeking to raise only a nominal amount of $2 under this Prospectus.

The primary purpose of this Prospectus is to remove any trading restrictions that may have attached to Shares issued by the Company prior to the Closing Date and, accordingly, the purpose of this Prospectus is not to raise capital. This will include any Shares issued on the exercise of convertible notes or options as set out in Section 4.2.

Relevantly, section 708A(11) of the Corporations Act provides that a sale offer does not need disclosure to investors if:

(a) the relevant securities are in a class of securities that are quoted securities of the body; and
(b) either:
- (i) a prospectus is lodged with ASIC on or after the day on which the relevant securities were issued but before the day on which the sale offer is made; or
- (ii) a prospectus is lodged with ASIC before the day on which the relevant securities are issued and offers of securities that have been made under the prospectus are still open for acceptance on the day on which the relevant securities were issued; and
(c) the prospectus is for an offer of securities issued by the body that are in the same class of securities as the relevant securities.

3.3 Applications

Applications for Shares must be made by investors at the direction of the Company and must be made using the Application Form accompanying this Prospectus and can only be obtained from the Company upon request.

Payment for the Shares must be made in full at the issue price of $0.02 per Share.

Cheques should be made payable to "Peppermint Innovations Limited" and crossed "Not Negotiable". Completed Application Forms and cheques must reach the address set out above by no later than 5:00pm (WST) on the Closing Date.

3.4 Minimum Subscription

There is no minimum subscription.

3.5 Issue of Shares

Shares issued pursuant to the Offer will be issued in accordance with the ASX Listing Rules and timetable set out at the commencement of this Prospectus.

Application moneys will be held in a separate subscription account until the Shares are issued. This account will be established and kept by the Company in trust for each Applicant. Any interest earned on the application moneys will be for the benefit of the Company and will be retained by the Company irrespective of whether any Shares are issued and each Applicant waives the right to claim any interest.

The Directors will determine the recipients of all the Shares. The Directors reserve the right to reject any application or to allocate any Applicant fewer Shares than the number applied for.

Where the number of Shares issued is less than the number applied for, the surplus moneys will be returned by cheque as soon as practicable after the Closing Date. Where no issue of Shares is made, the amount tendered on application will be returned in full by cheque as soon as practicable after the Closing Date. Interest will not be paid on moneys refunded.

3.6 ASX listing

Application for Official Quotation of the Shares offered pursuant to this Prospectus will be made within 7 days of the date of this Prospectus. If ASX does not grant Official Quotation of the Shares offered pursuant to this Prospectus before the expiration of 3 months after the date of issue of the Prospectus, (or such period as varied by the ASIC), the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

The fact that ASX may grant Official Quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Shares now offered for subscription.

3.7 Restrictions on the distribution of the Prospectus

The distribution of this Prospectus outside the Commonwealth of Australia may be restricted by law.

These Offers do not, and are not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus.

Residents of countries outside Australia should consult their professional advisers as to whether any government or other consents are required, or whether any formalities need to be observed should they wish to make an application to take up Shares on the basis of this Prospectus. The return of a duly completed Application Form will be taken to constitute a representation and warranty that there has been no breach of such laws and that all approvals and consents have been obtained.

3.8 Enquiries

Any questions concerning the Offers should be directed to Anthony Kain, Company Secretary, on (08) 6255 5504.

4. PURPOSE AND EFFECT OF THE OFFER

4.1 Purpose of the Offer

The primary purpose of this Prospectus is to remove any trading restrictions that may have attached to Shares issued by the Company prior to the Closing Date (including prior to the date of this Prospectus). All of the funds raised from the Offer will be applied towards the expenses of the Offer.

Refer to Section 7.8 of this Prospectus for further details relating to the estimated expenses of the Offer.

4.2 Effect of the Offers on capital structure

The effect of the Offers on the Company's capital structure is set out below.

Shares1	Number
Shares currently on issue2	1,694,718,282
Shares to be issued underthe Offer3	100
Total Shares on issue on completion of the Offer	1,694,718,382

Notes:

1. The rights and liabilities attaching to the Shares are summarised in Section 5 of this Prospectus.
1. This includes 109,847,297 restricted Shares that are currently on issue.
1. This assumes the Offer is fully subscribed and no Options are exercised.

Options	Number
Unlisted Options offered exercisable at $0.01 each on or before31 December 2021	20,000,000
Unlisted Options offered exercisable at $0.015 each on orbefore 18 February 2024	20,000,000
Unlisted Options offered exercisable at $0.025 each on orbefore 18 February 2024	20,000,000
Total Options currently onissue	60,000,000
Options to be issuedunder the Offer	0
Total Options on issue	60,000,000

Convertible Notes	Number
Convertible Notes currently on issue	438,7321
Convertible notes to be issued under the Offer	0
Total Convertible Notes on issue	438,732

Notes:

As at the date of this prospectus, the Convertible Notes have a face value of $1 per Convertible Note. The Convertible Notes may convert into a maximum of 43,873,200 Shares upon conversion by the noteholder at $0.01 per Share along with interest which has accrued on the Convertible Notes to the date of conversion or as the parties otherwise agree in writing.

5. RIGHTS AND LIABILITIES ATTACHING TO SHARES

The following is a summary of the more significant rights and liabilities attaching to Shares being offered pursuant to this Prospectus. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

5.1 Shares

Full details of the rights and liabilities attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company's registered office during normal business hours.

(a) General meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with section 249D of the Corporations Act and the Constitution of the Company.

(b) Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at general meetings of shareholders or classes of shareholders:

each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;

on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and

on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for each Share held, but in respect of partly paid shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder's name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

(c) Dividend rights

Subject to and in accordance with the Corporations Act, the ASX Listing Rules, the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend which shall be payable on all Shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares.

The Directors may from time to time pay to the Shareholders any interim dividends as they may determine. No dividend shall carry interest as against the Company. The Directors may set aside out of the profits of the Company any amounts that they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

Subject to the ASX Listing Rules and the Corporations Act, the Company may, by resolution of the Directors, implement a dividend reinvestment plan on such terms and conditions as the Directors think fit and which provides for any dividend which the Directors may declare from time to time payable on Shares which are participating Shares in the dividend reinvestment plan, less any amount which the Company shall either pursuant to the Constitution or any law be entitled or obliged to retain, be applied by the Company to the payment of the subscription price of Shares.

(d) Winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

The liquidator may, with the authority of a special resolution, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any shares or other securities in respect of which there is any liability.

(e) Shareholder liability

As the Shares issued will be fully paid shares, they will not be subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

(f) Transfer of shares

Generally, shares in the Company are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act and the ASX Listing Rules.

(g) Future increase in capital

The issue of any new Shares is under the control of the Directors of the Company. Subject to restrictions on the issue or grant of Shares contained in the ASX Listing Rules, the Constitution and the Corporations Act (and without affecting any special right previously conferred on the holder of an existing share or class of shares), the Directors may issue Shares as they shall, in their absolute discretion, determine.

(h) Variation of rights

Under section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to shares.

If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the consent in writing of the holders of three quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

(i) Alteration of constitution

In accordance with the Corporations Act, the Constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

6. RISK FACTORS

6.1 Introduction

The Shares offered under this Prospectus are considered highly speculative. An investment in the Company is not risk free and the Directors strongly recommend potential investors to consider the risk factors described below, together with information contained elsewhere in this Prospectus and to consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

There are specific risks which relate directly to the Company's business. In addition, there are other general risks, many of which are largely beyond the control of the Company and the Directors. The risks identified in this Section, or other risk factors, may have a material impact on the financial performance of the Company and the market price of the Shares.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

6.2 Coronavirus (COVID-19)

The outbreak of the coronavirus disease (COVID-19) is impacting global economic markets. The nature and extent of the effect of the outbreak on the performance of the Company remains unknown. The Company's Share price may be adversely affected in the short to medium term by the economic uncertainty caused by COVID-19. Further, any governmental or industry measures taken in response to COVID-19 may adversely impact the Company's operations and are likely to be beyond the control of the Company.

The Directors are monitoring the situation closely and have considered the impact of COVID-19 on the Company's business and financial performance. However, the situation is continually evolving, and the consequences are therefore inevitably uncertain. In compliance with its continuous disclosure obligations, the Company will continue to update the market in regard to the impact of COVID-19 on its revenue channels and any adverse impact on the Company. If any of these impacts appear material prior to close of the Offer, the Company will notify investors under a supplementary prospectus.

6.3 Company specific

(a) Acquisitions and Partnerships

The Company plans to investigate and consider potential acquisitions and opportunities to enter into new partnerships that are consistent with its stated growth strategy. The successful implementation of acquisitions will depend on a range of factors including funding arrangements and technical integration. The Company may also enter into partnerships in the future.

Subject to the relevant partnerships, the Company cannot control the actions of joint venture partners and therefore cannot guarantee that partnerships will be operated or managed in accordance with the Company's preferred direction, strategy or risk management parameters. To the extent that acquisitions or partnership arrangements are not successfully integrated with the Company's existing business lines, the growth and financial performance of the Company could be affected and, despite the terms of the relevant agreements, it may be impractical to enforce all of the Company's rights (particularly if the partnerships operate overseas).

(b) Contracts

The Company may enter agreements with counterparties. In such cases, there is the risk that counterparties default on their obligations, which may in turn necessitate legal action. This could result in significant financial loss for the Company. In some cases, the contracts that the Company has entered into may be governed in jurisdictions outside Australia. It may be more difficult to resolve disputes in such jurisdictions than it would be under Australian law. As such, the Company cannot ensure that an appropriate legal resolution will be achieved.

(c) Intellectual Property Rights

The Company owns the intellectual property now being used by agents and commercial banks in the Philippines. While the Company has systems and procedures in place to protect its content and information, unauthorised use of its intellectual property could have a negative impact on its operations and brand. The Company also operates in a market where claims of infringement of intellectual property are common. There is a risk of third parties making claims of infringement of intellectual property against the Company. This could result in significant legal costs and negatively impact operations.

(d) Operations and Management of Potential Growth

The Company believes that it has attracted a highly skilled and experienced management team. However, the Company is a complex and dynamic business. The Company is working in a fast moving environment, engaged in business with multiple partners and operating in numerous geographies around the world. Navigating these issues while effectively dealing with prioritisation, timing, execution, cost control, and other business decisions is likely to provide real challenges for its small management team.

There can be no guarantee that successful execution of the Company's strategy will make it profitable or commercially viable. Current product development and marketing strategies may not have the intended effect of increasing customers. Similarly, strategies to create value from customers of the application may not yield the expected revenue.

(e) Product Development

The Company believes that it provides a meaningful and engaging offering. Moreover, in addition to its current products and services, the Company is planning to develop new products to suit the mobile banking, payments ad remittance business it is building. There is also the risk that delays in product development, cost overruns, or difficulties in delivering new features will negatively impact the Company and its business.

(f) Consistency of Supply

Product shortages and prolonged delays in delivery may jeopardise the Company's ability to supply tangible products and therefore fulfil contractual obligations to customers and distributors. The Company will continually adapt its inventory control processes as necessary to mitigate the effect of any supply shortages that may be encounter.

(g) Maintenance of Reputation and Brand

Usage and engagement with the Company products and services have the potential to be significantly affected by popular consumer sentiment. As such, the Company's exposure to public relations issues and threats to its reputation and brand name may be greater than for other businesses.

(h) Dependence on other technological providers

As a mobile banking and payment application business, the Company will maintain and rely extensively on information technology systems and network infrastructures for the effective operation of its business. As with any product that is dependent on technological systems if the integrity of Peppermint's products fails to meet its clients' expectations (whether or not through any fault of the Company), the Company's reputation could suffer.

PEP is heavily reliant on the operations of telecommunications networks for the provision of PEP's services to the marketplace concerned. Should any of these relationships or agreements terminate or become strained for any reason that would have a negative impact on our operations and business development plans.

(i) Insurance

While the Company has sought to be insured in a way that is in keeping with industry practices, there is the risk of an event occurring that is not fully covered by insurance. This may cause significant financial and material loss to the Company. Furthermore, there is the risk that the Company's insurer fails to respect a legitimate claim made by the Company.

(j) Reliance on Core Information Technology, Other Systems and Security

As a mobile banking and payment application business, the Company will maintain and rely extensively on information technology systems and network infrastructures for the effective operation of its business. It is also dependent on reliable telecommunication and information technology provision by third parties. As with any product that is dependent on technological systems if the integrity of the Company's products fails to meet its clients' expectations (whether or not through any fault of the Company), the Company's reputation could suffer.

Techniques used to gain unauthorised access to private networks are constantly evolving and the Company may be unable to anticipate or prevent unauthorised access to data pertaining to its customers, which could include credit card and debit card information, bank account details or other personally identifiable information. The Company's service is vulnerable to computer viruses, phishing attacks or other attacks and similar disruptions from unauthorized use of its systems, any of which could lead to system interruptions, delays or shutdowns, causing loss of critical data or the unauthorized access to personally identifiable information. If an actual or perceived breach of security occurs of the Company's systems, it may face civil liability and public perception of our security measures could be diminished, either of which would negatively affect the Company's ability to attract or maintain customers. The Company also would be required to expend significant resources to mitigate any such breach of security and to address related matters.

(k) International Expansion

The Company's products and services are used in the Philippines but in the future intends to expand into other countries. It may therefore likely be subject to multiple overseas jurisdictions. In each different jurisdiction there may be increased compliance and operating costs. If and when it becomes necessary to have a local presence in overseas markets there will be increased overheads as well as development and marketing costs. There is no guarantee such expansions will be successful and increased costs may adversely impact the profitability and working capital of the Company.

(l) Unforeseen Expenditure

If the Company's expenses are greater than anticipated due to fluctuation in market prices or any factors which have not been taken into account during the development of this Prospectus, then it will have fewer funds with which to pursue its plan of operations and financing requirements will be greater than anticipated.

(m) Ability to attract and retain skilled personnel

The Company's success depends, to a large extent, on its ability to attract and retain appropriately skilled personnel. The Company is currently operated and managed by a small group of select team members. The departure, either temporary or permanent, of those key staff, or any delay in their replacement, could adversely affect The Company's performance. Similarly, as a company seeking to grow and expand, the Company's success in securing new talent will be critical going forward and may be constrained for a number of reasons. The attraction and retention of key staff is determined by a broad range of internal and external factors, some more or less within the Company's control, including, but not limited to, issues concerning: personal or health issues, company performance, public relations and branding, logistics and timing, the availability of IT staff in the market and macro-economic factors.

Additionally, the Company relies on offshore team members. In the event that offshore employees cease to continue working with the Company, this could cause significant disruption to the operations of the business and would require the Company to find alternative employees. Finding alternative employees would take time in recruiting and training them on the product and getting them to a professional level where they could assist in running the operations of the Company business and help to execute the Company business plan. This would have a significant impact on the costs of running the Company business and would likely delay the Company from achieving its objectives and business plan.

(n) Going concern risk

The Company's ability to continue as a going concern is dependent upon obtaining financing for planned operations. There can be no assurance that those funds will be raised, or if the Company is able to raise funds that such funds will be in the amounts required or on terms favourable to the Company.

6.4 Industry specific

(a) Competition from Existing Market Players

The Company may face competition from existing market players who may, for example, undertake aggressive marketing campaigns, product innovation or price discounting.

6.5 General risks

(a) Limited Operating History

The business has had limited operations and revenues to date in which potential investors can evaluate the business. Investors must consider all risks associated with and frequently encountered by companies operating in the same space, particularly companies involved in generally new, rapidly evolving markets.

(b) Loss of key clients

The business currently operates with a few key client relationships. The Company is expected to maintain current and establish new relationships through the continued enhancement of its products and solutions. In the event that these established relationships diminish or fail (including through a termination event arising under an agreement) the resulting effect may negatively impact the operating results of the Company.

(c) Shareholder Dilution

In the future, the Company may elect to issue Shares or engage in fundraisings and also to fund, or raise proceeds, for acquisitions. While the Company will be subject to the constraints of the ASX Listing Rules regarding the percentage of capital that it is able to issue within a 12 month period (other than where exceptions apply), Shareholders may be diluted as a result of such Shares and fundraisings.

(d) Economic

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company's exploration, development and production activities, as well as on its ability to fund those activities.

(e) Market conditions

Share market conditions may affect the value of the Company's quoted securities regardless of the Company's operating performance. Share market conditions are affected by many factors such as:

(i) general economic outlook;
(ii) introduction of tax reform or other new legislation;
(iii) interest rates and inflation rates;
(iv) changes in investor sentiment toward particular market sectors;
(v) the demand for, and supply of, capital; and
(vi) terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

(f) Competition risk

The industry in which the Company will be involved is subject to domestic and global competition. Although the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, which activities or actions may, positively or negatively, affect the operating and financial performance of the Company's projects and business.

(g) Additional requirements for capital

The Company's capital requirements depend on numerous factors. Depending on the Company's ability to generate income from its operations, the Company may require further financing in addition to amounts raised under the Offer. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be. There is however no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company.

(h) Market Acceptance

The global marketplace for most products is ever changing due to new technologies, new products, changes in preferences, changes in regulation and other factors influencing market acceptance or market rejection. This market volatility and risk exists despite the best endeavours of market research, promotion and sales and licensing campaigns.

Accordingly, there is a risk that the Company may not be able to commercialise its products, which could adversely impact the Company's operations

(i) Reliance on key personnel

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

(j) Foreign Exchange Rate Risks

The Company expects to derive a majority of its revenue and incur a major part of its expenses from its operations in the Philippines, in Philippine Pesos. Accordingly, changes in the exchange rate between the Philippine Peso and the Australian dollar would be expected to have a direct effect on the performance of the Company.

(k) Legal Environment and Sovereign Risk

The Company currently conducts its operations in the Philippines with intentions to develop its business through Asia, Europe and through other parts of the world in future.

While Australia is a stable and developed legal environment, there are still a range of sovereign risks that may adversely affect the performance of the Company. These include, but are not limited to changes to privacy, taxation, accounting, employment, licensing, exchange control or other legislation.

Particularly, over recent years, there has been an increased regulatory and public focus on the use of private information, especially how private information is collected and used for commercial purposes. Any further changes to laws and regulations governing the use of this information could result in an adverse impact on the markets in which the Company operates and, in its business, including its forecast revenues, profit margins, and compliance costs.

The Company's products and services are also used in numerous other countries and will be subject to the local laws and regulations where they apply. Some of the countries in which the Company's products and services are used represent emerging markets and/or less stable legal environments. This may involve risks related to the regularity, speed, transparency and expectations surrounding Government action, ease of gaining fair representation in court and clarity and consistency of the legal framework.

Working in changing, complex and multiple regulatory environments involves a set of risks. These include the risk that the Company may fail to comply with laws or regulations or that laws or regulations may have unintended consequences or are open to interpretations that increase the risk of non-compliance. In addition, there is a risk that the Merged Group may fail to implement procedures within the statutory timeframes to ensure that it can provide services which comply with the introduction of these new laws and regulations.

Any substantial failure by the Company to comply with applicable laws and regulations could result in cessation of part or all of its operations, restriction on its ability to carry out operations, fines, penalties or other liabilities to customers, suppliers or third parties. Compliance failure could also damage the Company's reputation and reduce the attractiveness of its products and services.

(l) Changes to Government Policies and Legislative Changes

Government policy and legislative changes which are outside the control of the Company may have a negative impact on the financial performance of the Company. This risk factor applies to government policy and legislative changes in the Philippine and in Australia.

(m) Additional requirements for capital

6.6 Speculative investment

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Shares offered under this Prospectus

Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

7. ADDITIONAL INFORMATION

7.1 Litigation

As at the date of this Prospectus, the Company is not involved in any legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against the Company.

7.2 Continuous disclosure obligations

The Company is a "disclosing entity" (as defined in section 111AC of the Corporations Act) for the purposes of section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company's securities.

This Prospectus is a "transaction specific prospectus". In general terms a "transaction specific prospectus" is only required to contain information in relation to the effect of the issue of securities on the Company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 3 months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.

The Company, as a disclosing entity under the Corporations Act states that:

(a) it is subject to regular reporting and disclosure obligations;
(b) copies of documents lodged with the ASIC in relation to the Company (not being documents referred to in section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and
(c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:
- (i) the annual financial report most recently lodged by the Company with the ASIC;
(ii) any half-year financial report lodged by the Company with the ASIC after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC; and
(iii) any continuous disclosure documents given by the Company to ASX in accordance with the ASX Listing Rules as referred to in section 674(1) of the Corporations Act after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC.

Copies of all documents lodged with the ASIC in relation to the Company can be inspected at the registered office of the Company or an ASIC office during normal office hours.

Details of documents lodged with ASX since the date of lodgement of the Company's latest annual financial report and before the lodgement of this Prospectus with the ASIC are set out in the table below**:**

Date	Description of Announcement
22/06/21	Agr with biggest third party epayment service provider in Ph
20/05/21	Peppermint agreement with GCash
30/04/21	Quarterly Report and 4C
14/04/21	Additional information about Cebuama Lhuillier
12/04/21	Agr with leading Filipino mico financial services
01/04/21	Appendix 2A
31/03/21	Additional information re Bank of the Philippine Islands
29/03/21	Agreement with Bank of the Philippine Islands
05/03/21	Peppermint launches micro-insurance product
04/03/21	Ceasing to be a substantial holder
03/03/21	Appendix 2A
01/03/21	Becoming a substantial holder
26/02/21	Half Year Audited Accounts and Report
26/02/21	Proposed issue of securities –PIL
25/02/21	Cleansing of share issue for Con Notes and Options
25/02/21	Company Presentation Feb 2021
24/02/21	Reinstatement to Official Quotation
24/02/21	Peppermint to be re-instated to official quotation
24/02/21	Pre-Reinstatement Disclosure
24/02/21	Top 20 Shareholders
24/02/21	Distribution Schedule
23/02/21	Anticipated Reinstatement to Official Quotation
18/02/21	Appendix 2A
05/02/21	Proposed issue of Securities –PIL

Date	Description of Announcement
01/02/21	Quarterly Report to December 2020 and 4C
29/01/21	Prospectus to support reinstatements
25/01/21	Results of Meeting
05/01/21	Update on Reinstatement to Official Quotation
30/12/20	Supplement to September Quarterly
24/12/20	Notice if Annual General Meeting/Proxy Form
14/12/20	Appendix 2A
10/12/20	Supplementary Prospectus
08/12/20	Cleansing Prospectus
08/12/20	Option expiry
27/11/20	Proposed issue of Securities -PIL
27/11/20	Funding Mandate to support re-quotation application
26/11/20	Appendix 4G and Corporate Governance Statement
26/11/20	Annual Report to Shareholders

ASX maintains files containing publicly available information for all listed companies. The Company's file is available for inspection at ASX during normal office hours.

The announcements are also available through the Company's website at https://pepltd.com.au/.

7.3 Market price of Shares

The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on ASX.

The highest, lowest and last market sale prices of the Shares on ASX during the three months immediately preceding the date of lodgement of this Prospectus with the ASIC and the most recent dates of those sales were:

	Price	Date
Highest	$0.0440	29/03/2021
Lowest	$0.0110	22/02/21-24/02/21
Last	$0.0170	22/06/2021

7.4 Details of substantial holders

Based on publicly available information as at 22 June 2021, those persons which (together with their associates) have a relevant interest in 5% or more of the Shares on issue are set out below:

Shareholder	Shares	%
Ohka Pty Ltd	107,250,214	6.77%
Cicak Pty Ltd	81,317,800	5.13%

7.5 Directors' Interests

Other than as set out below or elsewhere in this Prospectus, no Director nor any firm in which such a Director is a partner, has or had within 2 years before the lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;
(b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offers pursuant to this Prospectus; or
(c) the Offers,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any Director or to any firm in which any such Director is a partner or director, either to induce them to become, or to qualify them as, a Director or otherwise for services rendered by them or by the firm in connection with the formation or promotion of the Company or the Offers.

Security holdings

The relevant interest of each of the Directors in the securities of the Company as at the date of this Prospectus is set out in the table below.

Director	Shares
Christopher Kain	110,325,3211
Anthony Kain	93,991,416
Matthew Cahill	6,437,7683

Notes:

1. Comprising of 107,250,214 Shares held by Ohka Pty Ltd of which Mr C Kain is a sole director and shareholder, 500,000 Shares held by Fich Pty Ltd (as trustee for The Kain Super Fund) of which Mr C Kain is a sole director and controller, and 2,575,107 Shares held directly by Mr C Kain personally.
1. Comprising of 81,317,800 Shares held by Cicak Pty Ltd (as trustee for the Creative Technology Trust) of which Mr A Kain is a sole director and shareholder, 10,098,509 shares held by Rancher Investments Pty Ltd (as trustee for the Box 4 Super Fund) of which Mr A Kain is a sole director and shareholder and 2,575,107 Shares held directly by Mr A Kain.
1. 6,437,768 Shares held by Digital Domain Consulting Pty Ltd, an entity controlled by Mr Cahill.

Remuneration

The remuneration of an executive Director is decided by the Board, without the affected executive Director participating in that decision-making process. The total maximum remuneration of non-executive Directors is initially set by the Constitution and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-executive Directors' remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-executive Director. The current amount has been set at an amount not to exceed $300,000 per annum.

A Director may be paid fees or other amounts (ie non-cash performance incentives such as Options, subject to any necessary Shareholder approval) as the other Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. In addition, Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors.

The following table shows the total (and proposed) annual remuneration paid to both executive and non-executive directors in each of the past two financial years and the proposed remuneration for the current financial year.

Director	Financial yearended30 June 20191	Financial yearended30 June 20201	ProposedFinancial yearending 30 June20211
Christopher Kain2	$303,665	$303,639	$305,317
Anthony Kain3	$229,181	$229,162	$230,428
Matthew Cahill4	$52,606	$36,299	$34,564

Notes:

1. Consisting cash salary and fees, non-monetary benefits (being directors and officers' insurance) and post employment benefits.
1. 2019 Consisting of $265,000 in cash salary and fees, $13,490 non-monetary benefits (being directors and officers' insurance), $25,175 post employment benefits. 2020 – Consisting of $265,000 in cash salary and fees, $13,464 non-monetary benefits (being directors and officers' insurance), $25,175 post employment benefits. 2021 – Consisting of $265,000 in cash salary and fees, $15,142 non-monetary benefits (being directors and officers' insurance), $25,175 post employment benefits.
1. 2019 Consisting of $200,000 in cash salary and fees, $10,181 non-monetary benefits (being directors and officers' insurance), $19,000 post employment benefits. 2020 – Consisting of $200,000 in cash salary and fees, $10,162 non-monetary benefits (being directors and officers' insurance), $19,000 post employment benefits. 2021 – Consisting of $200,000 in cash salary and fees, $11,428 non-monetary benefits (being directors and officers' insurance), $19,000 post employment benefits.
1. 2019 Consisting of $47,419 in cash salary and fees, $2,337 non-monetary benefits (being directors and officers' insurance), $2,850 post employment benefits. 2020 – Consisting of $31,839 in cash salary and fees, $1,610 non-monetary benefits (being directors and officers' insurance), $2,850 post employment benefits. 2021 – Consisting of $30,000 in cash salary and fees, $1,714 non-monetary benefits (being directors and officers' insurance), $2,850 post employment benefits.

7.6 Interests of experts and advisers

Other than as set out below or elsewhere in this Prospectus, no:

(a) person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;
(b) promoter of the Company; or
(c) underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue,

holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(d) the formation or promotion of the Company;

(e) any property acquired or proposed to be acquired by the Company in connection with:
- (i) its formation or promotion; or
- (ii) the Offer; or
(f) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of these persons for services provided in connection with:

(g) the formation or promotion of the Company; or
(h) the Offer.

Steinepreis Paganin has acted as solicitors to the Company in relation to the Offer. The Company estimates it will pay Steinepreis Paganin $1,500 (excluding GST and disbursements) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin has been paid fees totalling $108,880.52 (excluding GST and disbursements) for legal services provided to the Company.

7.7 Consents

Chapter 6D of the Corporations Act imposes a liability regime on the Company (as the offeror of the Shares), the Directors, the persons named in the Prospectus with their consent as proposed Directors, any underwriters, persons named in the Prospectus with their consent having made a statement in the Prospectus and persons involved in a contravention in relation to the Prospectus, with regard to misleading and deceptive statements made in the Prospectus, Although the Company bears primary responsibility for the Prospectus, the other parties involved in the preparation of the Prospectus can also be responsible for certain statements made in it.

Each of the parties referred to in this Section:

(a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section; and
(b) in light of the above, only to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section.

Steinepreis Paganin has given its written consent to being named as the solicitors to the Company in this Prospectus. Steinepreis Paganin has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

7.8 Estimated expenses of Offer

The total expenses of the Offers are estimated to be approximately $5,000 plus GST as follows:

Expense	($)
ASIC Fees	3,206
Miscellaneous,legal,printingandotherexpenses	1,794
Total	5,000

7.9 Electronic Prospectus

ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please phone the Company on + 61 8 6255 5504 and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus, or both.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or Prospectus or any of those documents were incomplete or altered.

7.10 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship

The Company will not be issuing Share certificates. The Company is a participant in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of Shares issued to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

7.11 Privacy Act

If you complete an application for Shares, you will be providing personal information to the Company. The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company's Share Registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company if you wish to do so at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Shares, the Company may not be able to accept or process your application.

8. DIRECTORS' AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC.

_______________________________

Anthony Kain Chairman For and on behalf of Peppermint Innovation Limited

9. DEFINITIONS

$ or A$ means Australian dollars.

Applicant means an investor who applies for Shares pursuant to the Offer.

Application Form means an application form either attached to or accompanying this Prospectus.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it, as the context requires.

ASX Listing Rules means the listing rules of the ASX.

ASX Settlement Operating Rules means the settlement rules of the securities clearing house which operates CHESS.

Board means the board of Directors unless the context indicates otherwise.

Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX declares is not a business day.

Closing Date means the date specified in the timetable in Section 2.1 of this Prospectus (unless extended or brought forward).

Company means Peppermint Innovation Limited (ACN 125 931 964).

Constitution means the constitution of the Company as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company as at the date of this Prospectus.

Offer means the offer of Shares set out in this Prospectus.

Official Quotation means official quotation on ASX.

Opening Date means the opening date of the Offer as specified in the timetable set out in Section 2.1 of this Prospectus (unless varied).

Prospectus means this prospectus.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

WST means western standard time as observed in Perth, Western Australia.

AI assistant

PEPPERMINT INNOVATION LIMITED — Capital/Financing Update 2021

65563_rns_2021-06-23_6c343da9-3573-4de0-b2f5-c1746d4c0717.pdf

ASX ANNOUNCEMENT 24 June 2021

2A - Option exercise and conversion of convertible notes to equity

ENDS

For more information, please contact:

About Peppermint Innovation Ltd

Appendix 2A

Application for quotation of +securities

Part 1 – Entity and announcement details

Part 2 – Type of issue

Part 3A – number and type of +securities to be quoted (existing class or new class) where issue has previously been notified to ASX in an Appendix 3B

Part 3B – number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an Appendix 3B

Part 3C – number and type of +securities to be quoted (new class) where issue has not previously been notified to ASX in an Appendix 3B

This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

Part 4 – Issue details

Part 5 – Issued capital following quotation

Part 6 – Other Listing Rule requirements

PEPPERMINT INNOVATION LIMITED ACN 125 931 964

CLEANSING PROSPECTUS

IMPORTANT NOTICE

1. CORPORATE DIRECTORY

Directors

Company Secretary

Share Registry*

Registered Office

ASX Code

Lawyers

Auditors*

2. TIMETABLE AND IMPORTANT NOTES

2.1 Timetable

2.2 Important Notes

2.3 Website

2.4 Risk Factors

2.5 Overseas Investors

2.6 Forward-looking statements

2.7 Disclaimer

3. DETAILS OF THE OFFERS

3.1 Offer

3.2 Objective

3.3 Applications

3.4 Minimum Subscription

3.5 Issue of Shares

3.6 ASX listing

3.7 Restrictions on the distribution of the Prospectus

3.8 Enquiries

4. PURPOSE AND EFFECT OF THE OFFER

4.1 Purpose of the Offer

4.2 Effect of the Offers on capital structure

Notes:

Notes:

5. RIGHTS AND LIABILITIES ATTACHING TO SHARES

5.1 Shares

(a) General meetings

(b) Voting rights

(c) Dividend rights

(d) Winding-up

(e) Shareholder liability

(f) Transfer of shares

(g) Future increase in capital

(h) Variation of rights

(i) Alteration of constitution

6. RISK FACTORS

6.1 Introduction

6.2 Coronavirus (COVID-19)

6.3 Company specific

(a) Acquisitions and Partnerships

(b) Contracts

(c) Intellectual Property Rights

(d) Operations and Management of Potential Growth

(e) Product Development

(f) Consistency of Supply

(g) Maintenance of Reputation and Brand

(h) Dependence on other technological providers

(i) Insurance

(j) Reliance on Core Information Technology, Other Systems and Security

(k) International Expansion

(l) Unforeseen Expenditure

(m) Ability to attract and retain skilled personnel

PEPPERMINT INNOVATION LIMITED Capital/Financing Update 2021