POINTERRA LIMITED — Interim / Quarterly Report 2017

Jul 30, 2017

Pointerra Limited

==> picture [79 x 66] intentionally omitted <==

31 July 2017

June 2017 Quarter Activities and Cash Flow Report

Pointerra Limited (ASX:3DP) (“Pointerra” or “the Company”) is pleased to provide an overview of June 2017 quarter activities and the associated cash flow and cash position in the Appendix 4C (attached).

Highlights

• First cash receipts from paying customers

• Key sales team hires in enterprise and surveyor channels

• Material growth in enterprise customer and surveyor channel sales pipelines

• Continued development of important enterprise level Tier-1 reseller and integration opportunities - AAM and K2Fly

• Continued technical R&D enhancements and IP protection milestones

Sales, Partnerships and Software Licensing

During the quarter Pointerra received first cash receipts from recurring monthly subscriptions by paying customers in the “surveyor & data capture professional” channel.

The Company also continued to sign up trial customers to its world-first Data as a Service (“DaaS”) solution for 3D data in both the “surveyor & data capture professional” and “enterprise” channels.

Growth in the sales pipeline provided the impetus to commence a recruitment process to provide additional resources for the sales team, which commenced in June and resulted in the addition to two experienced individuals who come to Pointerra from roles with global geospatial giants Hexagon and Trimble.

The new recruits have made an immediate impact with material incremental growth in the sales pipeline, particularly in the enterprise customer channel

Pointerra Limited | ABN 39 078 388 155 Registered Office: c/-Westar Capital Limited, Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E: info@pointerra.com

==> picture [79 x 66] intentionally omitted <==

Pointerra Limited

where higher DaaS subscription price points are generated. Highlights of growth in the enterprise customer sales channel through the new sales recruits include the addition of government utilities (domestic and international) and global AEC (Architecture-Engineering-Construction) groups as trial licence customers.

Pointerra also continued to work with several regional and global tier-1 partners from the geospatial, engineering, aerospace and technology sectors towards the goals of securing strategic partnerships (revenue generating enterprise reseller agreements) and technology integration (software licensing and royalty income) outcomes for the Company.

AAM MOU

Pointerra signed an MOU with AAM, the largest geospatial company in our region. AAM provides access to its valuable geospatial data through various channels, including its GEOCIRRUS cloud-based GIS solution via a DaaS model and the GEOCIRRUS Discovery Portal (the AAM shopfront for data/content).

As part of expanding and improving its GEOCIRRUS strategy, AAM has agreed to licence, under a commercial agreement, Pointerra’s unique 3D geospatial technology. Both parties are currently working to integrate Pointerra’s technology into GEOCIRRUS, enabling AAM to more effectively sell access to its 3D data library.

Under the MOU Pointerra will also be licenced by AAM to sell access to AAM’s 3D data (and derivative products) through its own 3D data marketplace.

The full commercial terms of the relationship are being documented in a formal technology licence and partnership agreement, which was initially envisaged to be concluded by the end of July and has been delayed by operational priorities but is still on track for completion in the near-term.

Under the terms of the MOU, AAM will pay Pointerra a one-off licence fee for the use of Pointerra’s technology in GEOCIRRUS; AAM will pay Pointerra a royalty based on data usage through the GEOCIRRUS Discovery Portal; and Pointerra will pay AAM a royalty based on data sales made through Pointerra’s 3D data marketplace.

Pointerra Limited | ABN 39 078 388 155 Registered Office: c/-Westar Capital Limited, Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E: info@pointerra.com

==> picture [79 x 66] intentionally omitted <==

Pointerra Limited

==> picture [413 x 213] intentionally omitted <==

AAM’s GEOCIRRUS cloud-based data platform will be enhanced by Pointerra’s 3D data technology

K2fly Reseller Agreement

Pointerra also signed a reseller agreement during the quarter with ASX listed K2fly Limited. Under the terms of the agreement, Pointerra’s unique 3D data technology will be sold by K2fly under a commissionbased sales model, generating ongoing monthly DaaS customers at enterprise-level price points.

K2fly specialises in the provision of digital infrastructure asset management to asset intensive industries via a mix of software technology platform and consulting services. K2fly is targeting highvalue enterprise customers who have specific asset management challenges that include the need to better manage, leverage and share their valuable 3D digital datasets.

To date K2fly has been successful in securing enterprise level trial customers through its trusted adviser status with existing government utility customers and both companies are working together to move the trial customer status to paying DaaS customers.

Existing relationships with NGIS, Esri, CR Kennedy, Blue Marble Geographics and WorleyParsons/Advisian continue to be developed and supported as they provide important leveraged access to globally distributed revenue generating opportunities.

The Company has a highly scalable, low cost business model to commercialise its technology and generate near-term revenue and earnings.

Pointerra Limited | ABN 39 078 388 155 Registered Office: c/-Westar Capital Limited, Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E: info@pointerra.com

==> picture [79 x 66] intentionally omitted <==

Pointerra Limited

A diversity of customer size, nature and geographic location, provides a growing sales and earnings pipeline to fund Pointerra’s ultimate vision of leading the global market for 3D data.

R&D and Software Development

During the quarter Pointerra’s technical team continued to enhance the deployment of the Company’s innovative 3D data solution in the Amazon Web Services (“AWS”) cloud environment and make our technology available for 3[rd] party integration evaluation through custom-API’s.

The Company also achieved a significant commercial and technical milestone, being the release of a commercially saleable solution containing at least 100 billion points of 3D data, providing confirmation that the Company’s world-first technology had successfully passed the Class A Performance Share milestone hurdle.

Through a combination of Pointerra’s proprietary storage and visualisation technology and the massively scalable AWS cloud computing environment, the achievement of this milestone has allowed the Company to begin scaling its DaaS offering to trial and paying customers, as well as attracting technology licensing opportunities with leading regional and global geospatial sector players.

A demonstration of Pointerra’s scale capability was recently made through the release by Geoscience Australia of the data obtained during the first phase of sea floor mapping in the search for MH370, which Pointerra is now hosting for view by the public.

==> picture [411 x 206] intentionally omitted <==

Pointerra’s 3D data viewer hosting the MH370 - Phase One Data Release (Bathymetry Survey)

Pointerra Limited | ABN 39 078 388 155

Registered Office: c/-Westar Capital Limited, Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E: info@pointerra.com

==> picture [79 x 66] intentionally omitted <==

Pointerra Limited

The Company is now hosting nearly 200 billion points of 3D data comprising a mix of private data for paying DaaS customers and free government data available for viewing and sale through our open data portal.

Other development activities during the quarter included:

• 2nd generation technology stack functionally complete and now in final integration testing phases prior to deployment.

• Cost optimisation through extensive use of Amazon spot pricing for all R&D work. Resulted in cost reduction of around 80% for R&D compute resources. Next phase will be to move as much of the production technology stack as possible to spot pricing.

• Progression of second patent to International Type Search stage. We have been advised that "it appears likely that a patent is able to be granted on the invention".

• Ongoing development of APIs for 3rd party developers to integrate our technology.

• Enabled AWS CloudFront distribution, providing 90 points of presence around the globe for fast response times for users outside of Australia.

• Many new product features, including:

• Opened signups - anyone can sign up for a Pointerra account without needing an invitation;

• Added Stripe payment system integration so that customers can select an area of points and purchase them instantly using their credit card;

• Added guest token system so that paying customers can share their data with external users;

• Development of new functionality to allow users to view individual scans or layers. This will greatly enhance the user experience for terrestrial laser scanning data. Will be released as part of 2nd generation stack.

Corporate

During the quarter several corporate events occurred including the change of roles for Non-Executive Director Graham Griffiths who assumed the role of Non-Executive Chairman, effective 1 July.

Pointerra’s evolution from a technology development stage to a globally focused sales business sales-focussed outlook leverages the decades of

Pointerra Limited | ABN 39 078 388 155 Registered Office: c/-Westar Capital Limited, Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E: info@pointerra.com

==> picture [79 x 66] intentionally omitted <==

Pointerra Limited

international technology sales experience that Graham brings to the Company.

Retiring Chairman Rob Newman continues to support the Company as a NonExecutive Director, providing the Company with continuity during the transition and ongoing industry skills relevant to Pointerra's global ambitions.

The Company also secured voluntary escrow extension for a further 12-months commencing 30 June 2017 by the holders of nearly 52 million (previously 12month escrowed) Vendor Ordinary Shares and just over 120 million (previously 12-month escrowed) Vendor Class A, B and C Performance Shares.

Subsequent to quarter-end Managing Director Ian Olson and new Chairman Graham Griffiths conducted a corporate roadshow visiting Brisbane, Sydney, Melbourne and Perth.

Cash Flow

Cash outflows for the quarter were in line with management expectations - please refer to the attached Appendix 4C for further detail. During the quarter the Company also commenced documentation of relevant R&D activities for the FY17 year in preparation for lodging a claim for a refundable tax offset under the federal government’s R&D tax incentive program. These activities have since been completed and the Company has now moved to lodge the relevant documentation ahead of receipt of the refund.

-- ENDS --

For more information, please contact:

Ian Olson

Managing Director

+61 417 998 328 ian.olson@pointerra.com

About Pointerra : Pointerra is an Australian company focussed on the development and commercialisation of its unique 3D geospatial data technology. Pointerra’s technology has solved an entrenched problem in the 3D geospatial sector and allows very large 3D datasets to be viewed by users without the need for high performance computing. The 3D datasets are processed and stored in the cloud for instant, on demand user access: anytime, anywhere, on any device. Pointerra’s vision is to create a global marketplace for 3D data, saving users time and money and creating a 3D data access revolution.

Pointerra Limited | ABN 39 078 388 155

Registered Office: c/-Westar Capital Limited, Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E: info@pointerra.com

Appendix 4C Quarterly report for entities subject to Listing Rule 4.7B

+Rule 4.7B

Appendix 4C

Quarterly report for entities subject to Listing Rule 4.7B

Introduced 31/03/00 Amended 30/09/01, 24/10/05, 17/12/10, 01/09/16

Name of entity

Pointerra Limited

ABN 39 078 388 155

Quarter ended (“current quarter”)

30 June 2017

Consolidated statement of cash flows	Current quarter $A’000	Year to date (12 months) $A’000
1. Cash flows from operating activities 1.1 Receipts from customers 1.2 Payments for (a) research and development (b) product manufacturing and operating costs (c) advertising and marketing (d) leased assets (e) staff costs (f) administration and corporate costs 1.3 Dividends received (see note 3) 1.4 Interest received 1.5 Interest and other costs of finance paid 1.6 Income taxes paid 1.7 Government grants and tax incentives 1.8 Other (GST return) 1.9 Net cash from / (used in) operating activities	4 (376) (7) (27) (169) 16 47	4 (864) (39) (56) (511) 52 (1) 47
	(512)	(1,368)
2. Cash flows from investing activities 2.1 Payments to acquire: (a) property, plant and equipment (b) businesses (see item 10) (c) investments	(8)	(76)

• See chapter 19 for defined terms 1 September 2016

Page 1

Appendix 4C Quarterly report for entities subject to Listing Rule 4.7B

Consolidated statement of cash flows	Current quarter $A’000	Year to date (12 months) $A’000
(d) intellectual property (e) other non-current assets 2.2 Proceeds from disposal of: (a) property, plant and equipment (b) businesses (see item 10) (c) investments (d) intellectual property (e) other non-current assets 2.3 Cash flows from loans to other entities 2.4 Dividends received (see note 3) 2.5 Other (provide details if material) 2.6 Net cash from / (used in) investing activities	(2)	(14) (39)
	(10)	(129)
3. Cash flows from financing activities 3.1 Proceeds from issues of shares 3.2 Proceeds from issue of convertible notes 3.3 Proceeds from exercise of share options 3.4 Transaction costs related to issues of shares, convertible notes or options 3.5 Proceeds from borrowings 3.6 Repayment of borrowings 3.7 Transaction costs related to loans and borrowings 3.8 Dividends paid 3.9 Other (provide details if material) 3.10 Net cash from / (used in) financing activities	(45)	(714) (46)
	(45)	(760)
4. Net increase / (decrease) in cash and cash equivalents for the period 4.1 Cash and cash equivalents at beginning of quarter/year to date 4.2 Net cash from / (used in) operating activities (item 1.9 above) 4.3 Net cash from / (used in) investing activities (item 2.6 above) 4.4 Net cash from / (used in) financing activities (item 3.10 above)	3,385 (512) (10) (45)	5,075 (1,368) (129) (760)

• See chapter 19 for defined terms 1 September 2016

Page 2

Appendix 4C Quarterly report for entities subject to Listing Rule 4.7B

Consolidated statement of cash flows	Current quarter $A’000	Year to date (12 months) $A’000
4.5 Effect of movement in exchange rates on cash held 4.6 Cash and cash equivalents at end of quarter
	2,818	2,818
5. Reconciliation of cash and cash equivalents at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts	Current quarter $A’000	Previous quarter $A’000
5.1 Bank balances 5.2 Call deposits 5.3 Bank overdrafts 5.4 Other (provide details) 5.5 Cash and cash equivalents at end of quarter (should equal item 4.6 above)	518 2,300	335 3,050
	2,818	3,385
6. Payments to directors of the entity and their associates Current quarter $A'000 6.1 Aggregate amount of payments to these parties included in item 1.2 (118) 6.2 Aggregate amount of cash flow from loans to these parties included in item 2.3 6.3 Include below any explanation necessary to understand the transactions included in items 6.1 and 6.2
		Current quarter $A'000
		(118)
The transactions in item 6.1 include directors’ fees and salaries paid during the quarter.
7. Payments to related entities of the entity and their associates Current quarter $A'000 7.1 Aggregate amount of payments to these parties included in item 1.2 7.2 Aggregate amount of cash flow from loans to these parties included in item 2.3 7.3 Include below any explanation necessary to understand the transactions included in items 7.1 and 7.2
		Current quarter $A'000

• See chapter 19 for defined terms 1 September 2016

Page 3

Appendix 4C Quarterly report for entities subject to Listing Rule 4.7B

8. Financing facilities available Add notes as necessary for an understanding of the position

8.1 Loan facilities 8.2 Credit standby arrangements 8.3 Other (please specify)

Total facility amount at quarter end $A’000	Amount drawn at quarter end $A’000

• 8.4 Include below a description of each facility above, including the lender, interest rate and whether it is secured or unsecured. If any additional facilities have been entered into or are proposed to be entered into after quarter end, include details of those facilities as well.

9. Estimated cash outflows for next quarter	$A’000
9.1 Research and development 9.2 Product manufacturing and operating costs 9.3 Advertising and marketing 9.4 Leased assets 9.5 Staff costs 9.6 Administration and corporate costs 9.7 Other (provide details if material) 9.8 Total estimated cash outflows	300 20 100 80
	500

10. Acquisitions and disposals of business entities (items 2.1(b) and 2.2(b) above)	Acquisitions	Disposals
10.1 Name of entity
10.2 Place of incorporation or registration
10.3 Consideration for acquisition or disposal
10.4 Total net assets
10.5 Nature of business

• See chapter 19 for defined terms 1 September 2016

Page 4

Appendix 4C Quarterly report for entities subject to Listing Rule 4.7B

11. Outstanding performance shares

The table below details the outstanding performance shares that were issued to vendors as part consideration for the acquisition of Pointerra Pty Ltd on 30 June 2016.

11. Outstanding performance shares The table below details the outstanding performance shares that were issued to vendors as part consideration for the acquisition of Pointerra Pty Ltd on 30 June 2016.	11. Outstanding performance shares The table below details the outstanding performance shares that were issued to vendors as part consideration for the acquisition of Pointerra Pty Ltd on 30 June 2016.	11. Outstanding performance shares The table below details the outstanding performance shares that were issued to vendors as part consideration for the acquisition of Pointerra Pty Ltd on 30 June 2016.	11. Outstanding performance shares The table below details the outstanding performance shares that were issued to vendors as part consideration for the acquisition of Pointerra Pty Ltd on 30 June 2016.	11. Outstanding performance shares The table below details the outstanding performance shares that were issued to vendors as part consideration for the acquisition of Pointerra Pty Ltd on 30 June 2016.
Performance shares on issue during the quarter
Class Expiry	Balance on issue at 01/04/17	Converted into fully paid ordinary shares	Forfeited	Balance on issue at 30/06/17
Class A 30 June 2017	45,000,000	45,000,000	-	-
Class B 30 June 2018	60,000,000	-	-	60,000,000
Class C 30 June 2019	60,000,000	-	-	60,000,000
	165,000,000	45,000,000	-	120.000,000

Each performance share converts into one fully paid ordinary share for nil consideration, upon achievement of the performance based milestones listed below. If the relevant milestone is not achieved by the required date, each performance share in that class will be automatically redeemed by the Company for $0.00001 within 10 business days of non-satisfaction of the milestone.

Class A Milestone – Achieved 28 June 2017

Release of a commercially saleable product on a 3D dynamic points database containing at least 100 billion points.

Class B Milestone

Execution of a commercial technology evaluation agreement with an independent third party for potential use of Pointerra’s DaaS solution, and the volume weighted average price of shares traded on the ASX over 20 consecutive days is not less than $0.06.

Class C Milestone

Execution of a commercial license agreement with an independent third party for potential use of Pointerra’s DaaS solution, and the volume weighted average price of shares traded on the ASX over 20 consecutive days not less than $0.09.

• See chapter 19 for defined terms 1 September 2016

Page 1

Appendix 4C Quarterly report for entities subject to Listing Rule 4.7B

Compliance statement

• 1 This statement has been prepared in accordance with accounting standards and policies which comply with Listing Rule 19.11A.

• 2 This statement gives a true and fair view of the matters disclosed.

Sign here: Signed – N J Bassett Date: 31 July 2017 (Director/Company secretary)

Print name: Neville John Bassett

Notes

1. The quarterly report provides a basis for informing the market how the entity’s activities have been financed for the past quarter and the effect on its cash position. An entity that wishes to disclose additional information is encouraged to do so, in a note or notes included in or attached to this report.

2. If this quarterly report has been prepared in accordance with Australian Accounting Standards, the definitions in, and provisions of, AASB 107: Statement of Cash Flows apply to this report. If this quarterly report has been prepared in accordance with other accounting standards agreed by ASX pursuant to Listing Rule 19.11A, the corresponding equivalent standard applies to this report.

3. Dividends received may be classified either as cash flows from operating activities or cash flows from investing activities, depending on the accounting policy of the entity.

4. See chapter 19 for defined terms 1 September 2016

Page 2