SPENDA LIMITED — Capital/Financing Update 2017

Aug 9, 2017

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modernising business

10 August 2017

**ASX

Announcement Grant of Waiver to ASX Listing Rule 14.7**

Motopia Limited (ASX: MOT) (‘the Company’) advises that ASX has granted a waiver from ASX Listing Rule 14.7 to provide for the issue and allotment of related party securities, as approved by shareholders at the General Meeting held on 30 June 2017, by no later than 7 September 2017.

The terms of the waiver are as follows:

1. Based solely on the information provided, in connection with the acquisition by the Company of Cirralto Business Services Pty Ltd, ASX grants the Company a waiver from listing rule 14.7 to the extent necessary to permit the Company to issue:

   • 1.1.

38,103,949 ordinary fully paid shares to Rare Air Nominees (or its nominee(s));

• 1.2. 31,185,976 ordinary fully paid shares to Raptor Global Corporation (or its nominee(s));

• 1.3. 13,500,000 options to Mr Michael Mulvey; and

• 1.4. 13,500,000 options to Mr Adrian Floate,

together, (the “Related Party Securities”), later than 1 month after 30 June 2017, being the date of the shareholders meeting at which the issue of the Related Party Securities were approved, on the following conditions:

• 1.5. The Related Party Securities are issued no later than 7 September 2017 and otherwise on the same terms as approved by shareholders on 30 June 2017; and

• 1.6. The terms of this waiver are released to the market immediately.

_**For

further information contact:**_

Justyn Stedwell Company Secretary T: +61 3 8678 1746 F: +61 3 8678 1747

PO Box 305 Fitzroy VIC Australia 3065

Head Office 1B / 205-207 Johnston St Fitzroy VIC 3065

Motopia Limited ABN 67 099 084 143 www.motopia.com

P +61 3 8678 1746 F +61 3 8678 1747 inquiry@motopia.com