SPENDA LIMITED — M&A Activity 2014

Feb 24, 2014

Motopia Limited ABN 67 099 084 143 Level 7, 160 Queen Street Melbourne VIC 3000 t +61 3 8678 1746

25 February 2014

**ASX

Announcement Acquisition of Mobiware Pty Ltd**

The Chairman and Board of Directors of Motopia Limited (ASX:MOT) announce that the company has purchased 100% of equity in Mobiware Pty Ltd, an Australian developed mobile transactions facilitator and card services provider.

The terms of the purchase include a funding and business development element by MOT, issuance of MOT shares to the Mobiware Pty Ltd sellers upon signing and in relation to an earn-in agreement over three years against performance and successful attainment of milestones.

The terms of the Agreement are as follows:

• 50,000,000 MOT shares on signing

• 50,000,000 on more than 80% of Cash Back City being transferred to Mobiware

• 50,000,000 provisional on the Priority Processing System Pty Ltd card programme being implemented by 31 March 2014.

• Performance hurdles that generate the issues of shares:

  • Hurdle 1 – June 2015 MOT shares issued at 30day VWAP based on 4 X EBITDA minus $150,000

  • Hurdle 2 – June 2016 MOT shares issued at 30 day VWAP based on 6X EBITDA minus $150,000 and minus the dollar value of the shares issued at Hurdle 1.

Mobiware product set includes:

• Beyond Rewards: loyalty management technology and services offering merchant funded rewards to “Any Card” program managers which can be white labelled to enhance brand, marketing and transactional programmes.

The company also has an offer for SME loyalty programmes.

• Mobiware LMS: mobile and internet applications which can also be extended to enhance loyalty programmes.

• MobiReward: merchant tools featuring merchant-branded apps, mobile coupons and offers. Again with loyalty programme integration.

• vGift: a digital gift platform to deliver, store and redeem electronic store gift cards.

The services are directed to major corporate clients such as airlines, retailers and telco’s through licensing agreements, as well as pre-paid card issuers, card programme managers and financial institutions.

MOT anticipates the development of a strong international business through Mobiware. In addition, MOT expects synergistic growth with another of the “rising star” technology companies with which it has negotiated stock and other rights, Priority Processing Systems Pty Ltd.

ENDS

_**For

further information contact:**_

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