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CIRRALTO LIMITED

ACN: 099 084 143

Notice of General Meeting

Date: Friday 24 July 2020 Time: 11:00 am AEST Venue: Vibe Hotel Address: 1 Queen Street, Melbourne VIC 3000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, Justyn Stedwell, on +61(0) 3 8395 5446.

Cirralto Limited ABN 67 099 084 143

Notice of General Meeting

Notice is hereby given that a General Meeting of Cirralto Limited ACN 099 084 143 will be held at Vibe Hotel, 1 Queen Street, Melbourne Vic 3000 on Friday, 24 July 2020 at 11:00 am AEST.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

Due to the current Victorian Government COVID-19 non-essential gathering limits and social distancing requirements, the Company encourages shareholders to vote on resolutions via proxy form and join the Meeting via web conference facility rather than attending the Meeting in person as physical attendance at the Meeting may be restricted to comply with the current Government COVID-19 requirements. Proxy forms can be lodged online, by post or in person by following the proxy lodgement instructions on the proxy form, proxy forms must be received by the Company's share registry, Automic, by 11:00am AEST on 22 July 2020.

A conference facility will be set up to allow shareholders to join the meeting via phone or web conference. To join the meeting via conference facility please register to attend by 11:00 am AEST on 21 July 2020 by contacting the Company Secretary Justyn Stedwell by email to [email protected] or by calling (03) 8395 5446.

The Australian government is implementing a wide range of measures to contain or delay the spread of COVID-19. If it becomes necessary or appropriate to make alternative arrangements to those set out in this Notice of Meeting, the Company will notify Shareholders accordingly via the Company’s ASX Announcement Platform at asx.com.au (ASX: CRO).

1. Agenda for the Meeting

Resolution 1 – Issue of Shares to related party – Mr. Peter Richards in lieu of fees payable

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue Shares to Mr. Peter Richards (or his nominee) in lieu of payment of $37,500 of accrued Director’s fees, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution by or on behalf of the person who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company).

However, the Company need not disregard a vote cast in favour of this Resolution if it is cast by:

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a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

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the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

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a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary

Resolution 2 – Issue of Shares to related party – Mr. Howard Digby in lieu of fees payable

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue Shares to Mr. Howard Digby (or his nominee) in lieu of payment of $27,500 of accrued Director’s fees, on the terms and conditions set out in the Explanatory Statement.”

However, the Company need not disregard a vote cast in favour of this Resolution if it is cast by:

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a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

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the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

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a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary

Resolution 3 – Ratification of Prior Issue of Shares under Listing Rule 7.1

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 17,245,677 Shares on 30 December 2019 to sophisticated or professional investors, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf any person who participated in the issue or is a counterparty to the agreement being approved.

However, the Company need not disregard a vote cast in favour of this Resolution if it is cast by:

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a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

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the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

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a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary.

Resolution 4 – Ratification of Prior Issue of Shares under Listing Rule 7.1A

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 66,025,750 Shares on 30 December 2019 to sophisticated or professional investors, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution by or on behalf any person who participated in the issue or is a counterparty to the agreement being approved.

However, the Company need not disregard a vote cast in favour of this Resolution if it is cast by:

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a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

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the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

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a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary.

Resolution 5 – Ratification of Issue of Conversion Shares to Non-related Parties

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 79,830,967 Shares on 31 January 2020 to sophisticated or professional investors, on the terms and conditions set out in the Explanatory Statement.”

However, the Company need not disregard a vote cast in favour of this Resolution if it is cast by:

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a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

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the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

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a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary.

Resolution 6 – Approval of Issue of Shares to Related Party - Participation in Placement - Mr. Peter Richards

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the issue of up to 2,200,000 Shares to Peter Richards, a director of the Company, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of the person who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company).

However, the Company need not disregard a vote cast in favour of this Resolution if it is cast by:

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a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

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the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

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a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary.

Resolution 7 – Approval of Issue of Shares to Related Party - Participation in Placement – Mr. Adrian Floate

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the issue of up to 3,600,000 Shares to Adrian Floate, a director of the Company, on the terms and conditions set out in the Explanatory Statement.”

However, the Company need not disregard a vote cast in favour of this Resolution if it is cast by:

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a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

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the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

==> picture [9 x 9] intentionally omitted <==

a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary.

Resolution 8 – Approval of Issue of Shares to Related Party - Participation in Placement – Mr. Howard Digby

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the issue of up to 2,200,000 Shares to Howard Digby, a director of the Company, on the terms and conditions set out in the Explanatory Statement.”

However, the Company need not disregard a vote cast in favour of this Resolution if it is cast by:

==> picture [9 x 9] intentionally omitted <==

a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

==> picture [10 x 9] intentionally omitted <==

the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

==> picture [9 x 9] intentionally omitted <==

a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary.

Resolution 9 – Approval of Issue of Shares to Related Party - Participation in Placement – Mr. Francis DeSouza

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the issue of up to 2,000,000 Shares to Francis DeSouza, a proposed director of the Company, on the terms and conditions set out in the Explanatory Statement.”

However, the Company need not disregard a vote cast in favour of this Resolution if it is cast by:

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a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

==> picture [10 x 9] intentionally omitted <==

the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

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a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary.

Resolution 10 – Approve the issue of up to 1,000,000,000 Shares

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.1 and all other purposes, approval is given for the Company to issue up to 1,000,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is expected to participate in or will obtain a material benefit as a result of the proposed issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company).

However, the Company need not disregard a vote cast in favour of this Resolution if it is cast by:

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a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

==> picture [10 x 9] intentionally omitted <==

the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

==> picture [9 x 9] intentionally omitted <==

a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary.

Resolution 11 – Approve the issue of 4,500,000 Options to Howard Digby

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the issue of 4,500,000 Options in the Company, to Howard Digby, a director of the Company, or his nominee(s), on the terms described in the Explanatory Statement."

However, the Company need not disregard a vote cast in favour of this Resolution if it is cast by:

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a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

==> picture [10 x 9] intentionally omitted <==

the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

==> picture [9 x 9] intentionally omitted <==

a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary.

Resolution 12 – Approve the issue of Convertible Notes to Obsidian Global GP, LLC

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

"That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 800,000 Convertible Notes to Obsidian Global GP, LLC on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Obsidian Global GP, LLC and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company).

However, the Company need not disregard a vote cast in favour of this Resolution if it is cast by:

==> picture [9 x 8] intentionally omitted <==

a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

==> picture [10 x 9] intentionally omitted <==

the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

==> picture [9 x 9] intentionally omitted <==

a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary.

Resolution 13 – Approve the issue of Collateral Shares to Obsidian Global GP, LLC

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

"That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 40,000,000 Collateral Shares to Obsidian Global GP, LLC on the terms and conditions set out in the Explanatory Statement."

However, the Company need not disregard a vote cast in favour of this Resolution if it is cast by:

==> picture [9 x 9] intentionally omitted <==

a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

==> picture [10 x 9] intentionally omitted <==

the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

==> picture [9 x 9] intentionally omitted <==

a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary.

Resolution 14 – Approve the issue of Options to Obsidian Global GP, LLC

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

"That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 8,000,000 Options to Obsidian Global GP, LLC on the terms and conditions set out in the Explanatory Statement."

However, the Company need not disregard a vote cast in favour of this Resolution if it is cast by:

==> picture [9 x 9] intentionally omitted <==

a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

==> picture [10 x 9] intentionally omitted <==

the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

==> picture [9 x 9] intentionally omitted <==

a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary.

Resolution 15 – Issue of Shares to related party – Appstablishment Pty Ltd in lieu of fees payable

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the issue of Shares to Appstablishment Pty Ltd (or its nominee) in consideration for $300,000 of fees payable, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution by or on behalf of Appstablishment Pty Ltd and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company).

However, the Company need not disregard a vote cast in favour of this Resolution if it is cast by:

==> picture [9 x 9] intentionally omitted <==

a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

==> picture [10 x 9] intentionally omitted <==

the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

==> picture [9 x 9] intentionally omitted <==

a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary

Resolution 16 – Approval of Issue of Shares to Related Party - Baga River Pty Ltd

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“ That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue Shares to Baga River Pty Ltd, an entity associated with Francis DeSousa, a proposed director of the Company, in consideration of $100,700 payable on a loan provided to the Company and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity), or an associate of that person or those persons.

However, the Company need not disregard a vote cast in favour of this Resolution if it is cast by:

==> picture [9 x 9] intentionally omitted <==

a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

==> picture [10 x 9] intentionally omitted <==

the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

==> picture [9 x 9] intentionally omitted <==

a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary.

Resolution 17 – Approval of Issue of Shares to Temorex Pty Ltd

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“ That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue Shares to Temorex Pty Ltd in consideration of $248,909.59 payable on a loan provided to the Company on the terms and conditions set out in the Explanatory Statement.”

However, the Company need not disregard a vote cast in favour of this Resolution if it is cast by:

==> picture [9 x 9] intentionally omitted <==

a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

==> picture [10 x 9] intentionally omitted <==

the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

==> picture [9 x 9] intentionally omitted <==

a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary.

Resolution 18 – Approve the issue of 4,500,000 Shares to Canary Capital Pty Ltd

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 4,500,000 Shares to Canary Capital Pty Ltd (or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

However, the Company need not disregard a vote cast in favour of this Resolution if it is cast by:

==> picture [9 x 9] intentionally omitted <==

a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

==> picture [10 x 9] intentionally omitted <==

the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

==> picture [9 x 9] intentionally omitted <==

a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary.

Resolution 19 – Approve the issue of Options to Canary Capital Pty Ltd

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 48,300,000 Options to Canary Capital Pty Ltd (or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

However, the Company need not disregard a vote cast in favour of this Resolution if it is cast by:

==> picture [9 x 9] intentionally omitted <==

a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

==> picture [10 x 9] intentionally omitted <==

the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

==> picture [9 x 9] intentionally omitted <==

a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary.

Resolution 20 – Approve the issue of 24,582,681 Shares to Canary Capital Pty Ltd

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 24,582,681 Shares to Canary Capital Pty Ltd (or its nominee(s)) as consideration for the repayment of a loan and on the terms and conditions set out in the Explanatory Statement.”

However, the Company need not disregard a vote cast in favour of this Resolution if it is cast by:

==> picture [9 x 9] intentionally omitted <==

a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

==> picture [10 x 9] intentionally omitted <==

the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

==> picture [9 x 9] intentionally omitted <==

a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary.

Resolution 21 – Issue of Conversion Shares to Non-Related Party Investors

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“ That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 120,000,000 Shares pursuant to conversion of Convertible Notes to non-related party investors, on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

However, the Company need not disregard a vote cast in favour of this Resolution if it is cast by:

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a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

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the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

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a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary.

2. Determination of voting entitlement

For the purpose of determining a person’s entitlement to vote at the Meeting, a person will be recognized as a shareholder and the holder of Shares if that person is registered as a holder of those Shares at 7:00pm AEST on 22 July 2020.

3. Votes

Voting on each resolution will be by way of a poll, every member present in person or by attorney or by proxy or, in the case of a body corporate, by a representative, shall have one vote for each share held by him, her or it.

In the case of joint shareholders, all holders may attend the Meeting but only one holder may vote at the Meeting in respect of the relevant shares (including by proxy). If more than one joint holder is present, and more than one of the joint holders vote in respect of the relevant shares, only the vote of the joint holder whose name stands first in the register in respect of the relevant shares is counted.

4. Proxies

A Shareholder entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of the Shareholder.

Where the Shareholder is entitled to cast two or more votes, the Shareholder may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder’s votes each proxy may exercise, each proxy may exercise half of the votes. A proxy need not be a Shareholder.

To be effective, the instrument of appointment of a proxy (and power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority) must be received by the Company, by mail at Automic GPO Box 5193, Sydney NSW 2001, in person Level 5, 126 Phillip Street Sydney NSW 200, by email at [email protected] or online at https://investor.automic.com.au/#/loginsah by 11:00am AEST on 22 July 2020.

If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on the Resolutions by marking either “For”, “Against” or “Abstain” on the form of proxy for that item of business.

Subject to the voting restrictions set out in the Voting Exclusion Statements, the Chairperson will vote undirected proxies on, and in favour of all Resolutions.

If the proxy is the Chairman, the Chairman can also vote undirected proxies on Resolutions 1, 2, 11 and 15 provided that proxy form expressly authorises the Chairman to vote on Resolutions 1, 2, 11 and 15 even though Resolutions 1, 2, 11 and 15 are connected with the remuneration of key management personnel.

A form of proxy accompanies this Notice.

5. Questions and Comments by Shareholders

A reasonable opportunity will be given to Shareholders to ask questions and/or make comments on the management of the Company at the Meeting.

If you have any questions in regard to this Notice, please contact the Company Secretary, Justyn Stedwell, on +61(0) 3 8395 5446.

EXPLANATORY STATEMENT

This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in this Notice.

The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

1. Introduction to the Resolutions

At the date of this Notice the Company has the following securities on issue:

Class	Number
Ordinaryfully paid shares	823,360,099
Unlisted options with an exerciseprice of$00.45 expiring30/06/22	27,000,000
Unlisted options with an exerciseprice of$0.045 expiring15/12/20	5,500,000
Unlisted options with an exerciseprice of$0.077 expiring30/11/20	3,000,000
Unlisted options with an exerciseprice of$0.054 expiring30/11/20	4,500,000
Unlisted options with an exerciseprice of$0.082 expiring03/05/21	7,500,000
Unlisted options with an exerciseprice of$0.04 expiring28/02/22	5,000,000
Unlisted options with an exerciseprice of$0.025 expiring02/05/21	32,000,000

The Resolutions in this notice seek shareholder approval to issue securities and ratify previously issued securities. The following table outlines the securities proposed to be issued and ratified under each resolution.

resolution.
Resolution Number	Resolution Title	Number of Shares to be issued	Number of Options to be issued	Number of Shares to be ratified
Resolution 1	Issue of Shares to related party – Mr. Peter Richards in lieu of fees payable	Between 7,500,000 and 18,750,000*	-	-
Resolution 2	Issue of Shares to related party – Mr. Howard Digby in lieu of fees payable	Between 5,500,000 and 13,750,000*	-	-
Resolution 3	Ratification of Prior Issue of Shares under ListingRule 7.1	-	-	17,245,677
Resolution 4	Ratification of Prior Issue of Shares under ListingRule 7.1	-	-	66,025,750
Resolution 5	Ratification of Issue of Conversion Shares to Non-related Parties	-	-	79,830,967

Resolution 6	Approval of Issue of Shares to Related Party - Participation in Placement – Mr. Peter Richards	2,200,000	-	-
Resolution 7	Approval of Issue of Shares to Related Party - Participation in Placement – Mr. Adrian Floate	3,600,000	-	-
Resolution 8	Approval of Issue of Shares to Related Party - Participation in Placement – Mr. Howard Digby	2,200,000	-	-
Resolution 9	Approval of Issue of Shares to Related Party - Participation in Placement – Mr. Francis DeSouza	2,000,000	-	-
Resolution 10	Approve the issue of up to 1,000,000,000 Shares	up to 1,000,000,000		-
Resolution 11	Approve the issue of 4,500,000 Options to Howard Digby	-	4,500,000	-
Resolution 12	Approve the issue of Convertible Notes to Obsidian Global GP, LLC	Between 78,000,000 and 926,933,334#		-
Resolution 13	Approve the issue of Collateral Shares to Obsidian Global GP,LLC	up to 40,000,000		-
Resolution 14	Approve the issue of Options to Obsidian Global GP,LLC	-	8,000,000	-
Resolution 15	Issue of Shares to related party – Appstablishment Pty Ltd in lieu of fees payable	Between 60,000,000 and 150,000,000*	-	-
Resolution 16	Approval of Issue of Shares to Related Party - Baga River Pty Ltd	Between 20,140,000 and 50,350,000*	-	-
Resolution 17	Approval of Issue of Shares to Temorex Pty Ltd	Between 49,781,918 and 124,454,795*	-	-
Resolution 18	Approve the issue of Shares to Canary Capital PtyLtd	4,500,000	-	-
Resolution 19	Approve the issue of Options to Canary Capital PtyLtd	-	48,300,000	-
Resolution 20	Approve the issue of 24,582,681 Shares to CanaryCapital PtyLtd	24,582,681	-	-
Resolution 21	Issue of Conversion Shares to Non- Related PartyInvestors	120,000,000		-
Total		Up to 2,483,320,810	60,800,000	163,102,394

*Shares will be issued at the lower of $0.005 per share and the price that the VWAP of Shares as traded on ASX in the 10 trading days prior to the date of issue as such the amount of Shares to be issued may vary depending on the VWAP of Shares as traded on ASX in the 10 trading days prior to the date of issue.

Each Convertible Note shall be convertible into new Shares at the price determined by dividing the Australian dollar equivalent of the US$ face value of the Convertible Notes to be converted by the lower of (a) 90% of the lowest daily VWAP during the 10 ASX trading days prior to the date of the Conversion Notice and (b) A$0.01. The exchange rate to be used is the rate displayed by the Reserve Bank of Australia

on the date of the Conversion Notice (see table in section 12.3 above for an estimated range of the number of Shares that could be issued under the Convertible Notes should they be converted).

The below table sets out the Company’s securities on Issue if each Resolution under this Notice is passed by Shareholders:

by Shareholders:
Class	Number
Ordinary fully paid shares	Up to 3,306,680,909
Unlisted options with an exerciseprice of$00.45 expiring30/06/22	27,000,000
Unlisted options with an exerciseprice of$0.045 expiring15/12/20	5,500,000
Unlisted options with an exerciseprice of$0.077 expiring30/11/20	3,000,000
Unlisted options with an exerciseprice of$0.054 expiring30/11/20	4,500,000
Unlisted options with an exerciseprice of$0.082 expiring03/05/21	7,500,000
Unlisted options with an exerciseprice of$0.04 expiring28/02/22	5,000,000
Unlisted options with an exerciseprice of$0.025 expiring02/05/21	32,000,000
Unlisted options with an exercise price of $0.054 expiring three years from the date of issue	4,500,000
Unlisted options with an exercise price of $0.025 expiring two years from the date of issue	23,400,000
Unlisted options with an exercise price of $0.025 expiring three years from the date of issue	32,900,000

2. Resolution 1 – Issue of Shares to related party – Mr. Peter Richards in lieu of fees payable

2.1 Purpose of Resolution 1

The Company has agreed, subject to obtaining Shareholder approval, to issue Shares to Company Director Peter Richards or his nominee as consideration for $37,500 in Director’s fees payable accruing from 1 April 2019 until 30 June 2020 (Richards Shares). In order to conserve Company funds and reduce the debt payable to the Directors, Peter Richards has agreed to accept the Richards Shares as consideration for these Director’s fees.

Peter Richards is currently entitled to be paid Director’s fees of $2,500 per month. Resolution 1 seeks Shareholder approval for the issue of the Richards Shares to Peter Richards or his nominee in lieu of the cash payment of $37,500 of accrued Director’s fees.

The issue price of the Richards Shares will be the lower of $0.005 per share and the price that is the VWAP of Shares as traded on ASX in the 10 trading days prior to the date of issue. The table below provides an estimated range of the number of Richards Shares that could be issued upon the conversion of the fees payable.

Issue Price	$0.005	$0.004	$0.003	$0.002
Richards Shares Issued	7,500,000	9,375,000	12,500,000	18,750,000

Notes:

The Issue Price represents the volume weighted average price estimate. The Company has used 0.2c as the lowest VWAP for this table based on past performance of the share price.
The table uses 0.5c as the highest conversion price per the agreement with Peter Richards.

The current Share price at the time of preparing this Notice is $0.006, from 1 March 2020 the Share price has traded at a low of $0.002 (6 May 2020) and a high $0.008 (5 June 2020).

In the event that Shareholders do not approve Resolution 1, the outstanding Director’s fees will remain a liability of the Company and be payable in cash at a future date.

2.2 Chapter 2E of the Corporations Act and ASX Listing Rule 10.11

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

a. obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
b. give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue of the Richards Shares constitutes giving a financial benefit and Mr Peter Richards is a related party of the Company by virtue of being a Director.

The Directors (other than Mr Peter Richards who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Richards Shares because the agreement to issue the Richards Shares, reached as part of the remuneration package for Mr Peter Richards, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis. In addition, the Richards Shares are to be issued at an issue price which is similar to the issue price of Shares being issued to non-related parties upon conversion of loans set out in other resolutions in this Notice , therefore the terms of the proposed issue are considered to be on arm’s length terms and fair and reasonable remuneration.

As the issue of the Richards Shares involves the issue of securities to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

2.3 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolution 1:

a. the Richards Shares will be issued to Mr. Peter Richards or his nominee;
b. Peter Richards is a Director of the Company and thus falls within the category of Listing Rule 10.11.1; related party of the Company;

c. the number of Richards Shares to be issued will be determined by dividing $37,500 of accrued Director’s fees by the lower of $0.005 per share and the price that is the VWAP of Shares as traded on ASX in the 10 trading days prior to the date of issue;
d. the Richards Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Richards Shares will occur on the same date;
e. the deemed issue price will be the lower of $0.005 per share and the price that is the VWAP of Shares as traded on ASX in the 10 trading days prior to the date of issue;
f. the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
g. the issue of Shares forms part of the Remuneration of Peter Richards. Under his Director’s Agreement Peter Richards is entitled to director’s fees of $2,500 per month as part of his current total remuneration package. $37,500 of these fees accruing between 1 April 2019 and 30 June 2020 will be paid to Peter by the issue of shares contemplated by Resolution 1;
h. Shares are being issued under a Director’s Agreement entered into between the Company and Peter Richards the material terms of which are for the payment of director’s fees in the amount of A$2,500 per month in consideration for Peter Richards providing the services of non-executive Chairman of the Company;
i. the Richards Shares will be issued for nil cash consideration and accordingly no funds will be raised. The issue of the Richards Shares will reduce the amount of director’s fees payable to Peter Richards as at 30 June 2020 by $37,500;
j. a voting exclusion statement is contained in the Notice of Meeting for Resolution 1.

Approval pursuant to ASX Listing Rule 7.1 is not required for the issue of the Richards Shares as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of the Richards Shares to Mr Peter Richards (or his nominee) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

3. Resolution 2 – Issue of Shares to related party – Mr. Howard Digby in lieu of fees payable

3.1 Purpose of Resolution 2

The Company has agreed, subject to obtaining Shareholder approval, to issue Shares to Company Director Howard Digby or his nominee as consideration for Director’s fees payable accruing from 1 August 2019 until 30 June 2020 (Digby Shares). In order to conserve Company funds and reduce the debt payable to the Directors, Howard Digby has agreed to accept the Digby Shares as consideration for the Director’s fees which have accrued.

Howard Digby is currently entitled to be paid Director’s fees of $2,500 per month. Resolution 2 seeks Shareholder approval for the issue of the Digby Shares to Howard Digby or his nominee in lieu of the payment of $27,500 of accrued Director’s fees.

The issue price of the Digby Shares will be the lower of $0.005 per share and the price that is the VWAP of Shares as traded on ASX in the 10 trading days prior to the date of issue. The table below provides an estimated range of the number of Digby Shares that could be issued upon the conversion of the fees payable.

Issue Price	$0.005	$0.004	$0.003	$0.002
Digby Shares Issued	5,500,000	6,875,000	9,166,667	13,750,000

Notes:

The Issue Price represents the volume weighted average price estimate. The Company has used 0.2c as the lowest VWAP for this table based on past performance of the share price.
The table uses 0.5c as the highest conversion price per the agreement with Howard Digby.
The current Share price at the time of preparing this Notice is $0.006, from 1 March 2020 the Share price has traded at a low of $0.002 (6 May 2020) and a high $0.008 (5 June 2020).

In the event that Shareholders do not approve Resolution 2, the outstanding Director’s fees will remain a liability of the Company and be payable in cash at a future date.

3.2 Chapter 2E of the Corporations Act and ASX Listing Rule 10.11

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

a. obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
b. give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue of the Digby Shares constitutes giving a financial benefit and Mr Howard Digby is a related party of the Company by virtue of being a Director.

The Directors (other than Mr Howard Digby who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Digby Shares because the agreement to issue the Digby Shares, reached as part of the remuneration package for Mr Howard Digby, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis. In addition, the Digby Shares are to be issued at an issue price similar to the issue price of Shares being issued to non-related parties upon conversion of loans set out in other resolutions in this Notice, therefore the terms of the proposed issue are considered to be on arm’s length terms and fair and reasonable remuneration.

As the issue of the Digby Shares involves the issue of securities to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

3.3 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolution 2:

a. the Digby Shares will be issued to Mr. Howard Digby or his nominee;
b. Howard Digby is a Director of the Company and thus falls within the category of Listing Rule 10.11.1; related party of the Company;
c. the number of Digby Shares to be issued will be determined by dividing $27,500 of accrued Director’s fees by the lower of $0.005 per share and the price that is the VWAP of Shares as traded on ASX in the 10 trading days prior to the date of issue;
d. the Digby Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Digby Shares will occur on the same date;
e. the deemed issue price will be the lower of $0.005 per share and the price that is the VWAP of Shares as traded on ASX in the 10 trading days prior to the date of issue;
f. the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
g. The issue of Shares forms part of the Remuneration of Howard Digby. Under his Director’s Agreement Howard Digby is entitled to director’s fees of $2,500 per month as part of his current total remuneration package. $27,500 of these director’s fees accruing between 1 August and 30 June 2020 will be paid to Howard by the issue of shares contemplated by Resolution 2;
h. Shares are being issued under a Director’s Agreement entered into between the Company and Howard Digby the material terms of which are for the payment of director’s fees in the amount of A$2,500 per month (exclusive of superannuation) in consideration for Howard Digby providing the services of non-executive director of the Company. In addition, Mr Digby is entitled under the agreement to be issued 4,500,000 options to acquire fully paid ordinary shares in the Company exercisable at $0.025 each on or before the date that is three (3) years following the date of issue of the Options as detailed in Resolution 11 of this Notice;
i. the Digby Shares will be issued for nil cash consideration and accordingly no funds will be raised. The issue of the Digby Shares will reduce the amount of director’s fees payable to Howard Digby as at 30 June 2020 by $27,500;
j. a voting exclusion statement is contained in the Notice of Meeting for Resolution 2.

Approval pursuant to ASX Listing Rule 7.1 is not required for the issue of the Digby Shares as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of the Digby Shares to Mr Howard Digby (or his nominee) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

4. Resolutions 3 and 4 – Ratification of Prior Issue of Shares under Listing Rule 7.1 and 7.1A

4.1 General

On 30 December 2019 the Company issued a total of 83,271,427 Shares at an issue price of $0.007 per Share to raise $582,900. Of those Shares, 17,245,677 Shares were issued pursuant to

the Company’s capacity under ASX Listing Rule 7.1 and 66,025,750 Shares were issued pursuant to the Company’s capacity under ASX Listing Rule 7.1A.

Resolutions 3 and 4 seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares (Ratification).

4.2 Resolution 3 – ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

4.3 Resolution 4 – ASX Listing Rule 7.1A

ASX Listing Rule 7.1A provides that in addition to issues permitted without prior shareholder approval under ASX Listing Rule 7.1, an entity that is eligible and obtains shareholder approval under ASX Listing Rule 7.1A may issue or agree to issue during the period for which the approval is valid a number of quoted equity securities which represents 10% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period as adjusted in accordance with the formula in ASX Listing Rule 7.1.

Where an eligible entity obtains shareholder approval to increase its placement capacity under ASX Listing Rule 7.1A then any ordinary securities issued under that additional placement capacity:

(a) will not be counted in variable “A” in the formula in ASX Listing Rule 7.1A; and

(b) are counted in variable “E”,

until their issue has been ratified under ASX Listing Rule 7.4 (and provided that the previous issue did not breach ASX Listing Rule 7.1A) or 12 months has passed since their issue.

By ratifying the issue the subject of Resolution 4, the base figure (i.e. variable “A”) in which the Company’s 15% and 10% annual placement capacities are calculated will be a higher number which in turn will allow a proportionately higher number of securities to be issued without prior Shareholder approval.

4.4 Technical information required by ASX Listing Rule 7.4

For the purposes of ASX Listing Rule 7.5, the following information is provided to Shareholders in relation to the Ratification:

a. 83,271,427 Shares were issued on the following basis:
17,245,677 Shares issued pursuant to ASX Listing Rule 7.1; and

66,025,750 Shares issued pursuant to ASX Listing Rule 7.1A;

b. the Shares were issued at an issue price of $0.007 per Share;
c. the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
d. the Shares were issued to professional and sophisticated investors who were clients of Canary Capital Limited, none of which are related parties of the Company;
e. the funds raised were used for general working capital purposes and product development; and
f. a voting exclusion statement is contained in the Notice of Meeting for Resolutions 3 and 4.

4.5 Interests and Recommendations of Directors

None of the current Board members have a material personal interest in the outcome of Resolutions 3 and 4. Based on the information available, including that contained in this Explanatory Statement, all of the Directors recommend that the Shareholders vote in favour of Resolutions 3 and 4.

5. Resolution 5 – Ratification of Issue of Conversion Shares to Non-related Parties

5.1 General

On 31 January 2020, the Company issued 79,830,967 Shares (the “Conversion Shares”) to nonrelated party investors upon conversion of amounts payable to such persons as at 22 January 2020 (namely, A$447,054) under loans provided to the Company at various dates in 2019.

Details of the date and amount of each loan and interest accrued are detailed below:

Amount ($)	Date of Loan	Interest Accrued ($)	Total Amount Repaid in Shares	Number of Shares issued
10,000	10/12/19	117.81	10,117.80	1,806,751
100,000	27/11/19	1,534.25	101,534.25	18,131,116
30,000	22/11/19	501.37	30,501.37	5,446,673
30,000	20/11/19	517.81	30,517.81	5,449,609
5,000	21/11/19	84.93	5,084.93	908,023
10,000	20/11/19	172.60	10,172.60	1,816,536

100,000	22/11/19	1,671.23	101,671.23	18,155,577
25,000	21/11/19	424.66	25,424.66	4,540,118
25,000	21/11/19	424.66	25,424.66	4,540,118
35,000	21/11/19	594.52	35,594.52	6,356,164
15,000	28/11/19	266.03	15,226.03	2,718,933
30,000	9/12/19	361.64	30,361.64	5,421,722
10,000	22/11/19	167.12	10,167.12	1,815,557
5,000	21/11/19	84.93	5,084.93	908,023
10,000	21/11/19	169.86	10,169.86	1,816,047

Loans have a term of 12 months and accrue interest of 10% per annum. In order to reduce interest payments and conserve Company funds, the Company and the loan providers agreed to convert funds and interest payable into Sharers at a Share issue price of $0.0056. The conversion of loans to Shares allowed the Company to conserve its cash, reduce interest repayments over the term of the loans and further invest funds to increase Company revenue generation capabilities from the expansions of its team, intellectual property and sales and marketing presence.

Shares were issued as repayment of loan funds at an issue price of $0.0056 which was equal to a 20% discount to the price at which the Company completed its Placement in December 2019 ($0.007).

5.2 ASX Listing Rule 7.1

Listing Rule 7.4 sets out an exception to Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.

Accordingly, approval is sought for the ratification of the issue of the 79,830,967 Conversion Shares to non-related parties of the Company upon conversion of loan amounts provided to the Company.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

5.3 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the 79,830,967 Conversion Shares:

a. the Conversion Shares were issued at a deemed issue price of A$0.0056 (0.56 cents) per Conversion Share, representing a 20% discount to the price at which the Company completed its Placement in December 2019, in full satisfaction of all of the Debts Payable as at 22 January 2020 (namely, A$447,054); and
b. the Conversion Shares rank pari passu with the other Shares on issue and are on the same terms as the other Shares on issue;
c. the Conversion Shares were issued to sophisticated and professional investors and clients of Canary Capital who provided loans to the Company. None of these subscribers are related parties of the Company;
d. The Conversion shares were issued under Loan Agreements entered into between the Company and the sophisticated and professional investors and clients of Canary Capital who provided loans to the Company. The terms of the Loan Agreements are set out above in section 5.1.
e. no funds were raised by the Company in respect of the issue of the Conversion Shares, however the issuance of the Conversion Shares resulted in repayment in full of the Debts Payable; and
f. a voting exclusion statement is contained in the Notice of Meeting for Resolution 5.

5.4 Interests and Recommendations of Directors

None of the current Board members have a material personal interest in the outcome of Resolution 5. Based on the information available, including that contained in this Explanatory Statement, all of the Directors recommend that the Shareholders vote in favour of Resolution 5.

6. Resolution 6 – Approval of Issue of Placement Shares to Related Party – Peter Richards

6.1 General

On 30 December 2019 the Company issued 83,271,427 ordinary shares in the Company at $0.007 per Share raising $582,900 pursuant to a Placement.

It is proposed that Mr. Mr. Peter Richards participate in the placement and has subscribed for 2,200,000 Shares raising $15,400.

Resolution 6 seeks Shareholder approval for the issue of 2,200,000 Placement Shares to Mr. Peter Richards (or his nominee) arising from his participation in the Placement (Participation).

6.2 Chapter 2E of the Corporations Act and ASX Listing Rule 10.11

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

a. obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
b. give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The Participation will result in the issue of Shares which constitutes giving a financial benefit and Mr. Peter Richards is a related party of the Company by virtue of being a Director.

The Directors (other than Mr. Peter Richards who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because the Shares will be issued to Mr. Richards on the same terms as Shares issued to non-related party participants in the Placement and as such the giving of the financial benefit is on arm’s length terms.

As the Participation involves the issue of Shares to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

6.3 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the Participation:

a. the Shares will be issued to Mr. Peter Richards or his nominee;
b. Peter Richards is a Director of the Company and thus falls within the category of Listing Rule 10.11.1; related party of the Company;
c. the maximum number Shares to be issued is 2,200,000;
d. the Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
e. the issue price will be $0.007 per Share, being the same as all other Shares issued under the Placement to non-related investors;
f. the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
g. The issue of Shares is not intended to remunerate or incentivise Mr. Peter Richards, but rather are being issued pursuant to participation in the Placement;

h. the funds raised will be used for general working capital purposes and product development;
i. a voting exclusion statement is contained in the Notice of Meeting for Resolution 6.

Approval pursuant to ASX Listing Rule 7.1 is not required for the Participation as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to Mr. Richards (or his nominees) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

6.4 Interests and Recommendations of Directors

The Directors (other than Mr Peter Richards who has a material personal interest in the outcome of Resolution 6) recommend that Shareholders vote in favour of Resolution 6.

7. Resolution 7 – Approval of Issue of Placement Shares to Related Party – Adrian Floate

7.1 General

On 30 December 2019 the Company issued 83,271,427 ordinary shares in the Company at $0.007 per Share raising $582,900 pursuant to a Placement

It is proposed that Mr. Adrian Floate participate in the placement and has subscribed for 3,600,000 Shares raising $25,200.

Resolution 7 seeks Shareholder approval for the issue of 3,600,000 Placement Shares to Mr. Adrian Floate (or his nominee) arising from his participation in the Placement (Participation).

7.2 Chapter 2E of the Corporations Act and ASX Listing Rule 10.11

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

a. obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
b. give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The Participation will result in the issue of Shares which constitutes giving a financial benefit and Mr. Adrian Floate is a related party of the Company by virtue of being a Director.

The Directors (other than Mr. Adrian Floate who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because the Shares will be issued to Mr. Floate on the same terms as Shares issued to non-related party participants in the Placement and as such the giving of the financial benefit is on arm’s length terms.

7.3 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the Participation:

a. the Shares will be issued to Mr. Adrian Floate or his nominee;
b. Adrian Floate is a Director of the Company and thus falls within the category of Listing Rule 10.11.1; related party of the Company;
c. the maximum number Shares to be issued is 3,600,000;
d. the Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
e. the issue price will be $0.007 per Share, being the same as all other Shares issued under the Placement;
f. the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
g. The issue of Shares is not intended to remunerate or incentivise Mr. Adrian Floate, but rather are being issued pursuant to participation in the Placement;
h. the funds raised will be used for general working capital purposes and product development;
i. a voting exclusion statement is contained in the Notice of Meeting for Resolution 7.

Approval pursuant to ASX Listing Rule 7.1 is not required for the Participation as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to Mr. Floate (or his nominees) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

7.4 Interests and Recommendations of Directors

The Directors (other than Mr. Adrian Floate who has a material personal interest in the outcome of Resolution 7) recommend that Shareholders vote in favour of Resolution 7.

8. Resolution 8 – Approval of Issue of Placement Shares to Related Party – Howard Digby

8.1 General

On 30 December 2019 the Company issued 83,271,427 ordinary shares in the Company at $0.007 per Share raising $582,900 pursuant to a Placement

It is proposed that Mr. Howard Digby participate in the placement and has subscribed for 2,200,000 Shares raising $15,400.

Resolution 8 seeks Shareholder approval for the issue of 2,200,000 Placement Shares to Mr. Howard Digby (or his nominee) arising from his participation in the Placement (Participation).

8.2 Chapter 2E of the Corporations Act and ASX Listing Rule 10.11

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

a. obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
b. give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The Participation will result in the issue of Shares which constitutes giving a financial benefit and Mr. Howard Digby is a related party of the Company by virtue of being a Director.

The Directors (other than Mr. Howard Digby who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because the Shares will be issued to Mr. Digby on the same terms as Shares issued to non-related party participants in the Placement and as such the giving of the financial benefit is on arm’s length terms.

8.3 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the Participation:

a. the Shares will be issued to Mr. Howard Digby or his nominee;
b. Howard Digby is a Director of the Company and thus falls within the category of Listing Rule 10.11.1; related party of the Company;
c. the maximum number Shares to be issued is 2,200,000;

d. the Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
e. the issue price will be $0.007 per Share, being the same as all other Shares issued under the Placement;
f. the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
g. The issue of Shares is not intended to remunerate or incentivise Mr. Howard Digby, but rather are being issued pursuant to participation in the Placement;
h. the funds raised will be used for general working capital purposes and product development;
i. a voting exclusion statement is contained in the Notice of Meeting for Resolution 8.

Approval pursuant to ASX Listing Rule 7.1 is not required for the Participation as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to Mr. Digby (or his nominees) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

8.4 Interests and Recommendations of Directors

The Directors (other than Mr. Howard Digby who has a material personal interest in the outcome of Resolution 8) recommend that Shareholders vote in favour of Resolution 8.

9. Resolution 9 – Approval of Issue of Placement Shares to Related Party – Francis DeSouza

9.1 General

On 30 December 2019 the Company issued 83,271,427 ordinary shares in the Company at $0.007 per Share raising $582,900 pursuant to a Placement.

It is proposed that Mr. Francis DeSouza participate in the placement and has subscribed for 2,000,000 Shares raising $14,000.

Resolution 9 seeks Shareholder approval for the issue of 2,000,000 Placement Shares to Mr. Francis DeSouza (or his nominee) arising from his participation in the Placement (Participation).

9.2 Chapter 2E of the Corporations Act and ASX Listing Rule 10.11

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

a. obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
b. give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The Participation will result in the issue of Shares which constitutes giving a financial benefit and Mr. Francis DeSouza is a related party of the Company by virtue of being a proposed Director.

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because the Shares will be issued to Mr. DeSouza on the same terms as Shares issued to non-related party participants in the Placement and as such the giving of the financial benefit is on arm’s length terms.

9.3 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the Participation:

a. the Shares will be issued to Mr. Francis DeSouza or his nominee;
b. Francis DeSouza is a proposed Director of the Company and thus falls within the category of Listing Rule 10.11.1; related party of the Company;
c. the maximum number Shares to be issued is 2,000,000;
d. the Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
e. the issue price will be $0.007 per Share, being the same as all other Shares issued under the Placement;
f. the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
g. The issue of Shares is not intended to remunerate or incentivise Mr. Francis DeSouza, but rather are being issued pursuant to participation in the Placement;
h. the funds will be used for general working capital purposes and product development;
i. a voting exclusion statement is contained in the Notice of Meeting for Resolution 9.

Approval pursuant to ASX Listing Rule 7.1 is not required for the Participation as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to Mr. DeSouza (or his nominees) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

9.4 Interests and Recommendations of Directors

The Directors recommend that Shareholders vote in favour of Resolution 9.

10. Resolution 10 – Approve the issue up to 1,000,000,000 Shares

10.1 General

Resolution 10 seeks Shareholder approval pursuant to Listing Rule 7.1 for a proposed placement, being the issue of up to 1,000,000,000 Shares. The issue price per Share under the proposed placement will be determined by the Company, but in any event will be not less than the price that is a 25% discount to the VWAP of Shares as traded on ASX in the 15 trading days prior to the date of issue.

There are currently no plans for the Company to issue Shares under the proposed placement and shareholder approval is being sought for the issue of Shares under the proposed placement in order to provide the Company with flexibility to issue Shares in the future without diminishing the Company's placement capacity under Listing Rule 7.1. However, whether the Company will ultimately proceed with the proposed placement will depend on whether the market conditions are conducive to a capital raising.

10.2 Information required by ASX Listing Rule 7.3

In compliance with the information requirements of ASX Listing Rule 7.3, Shareholders are advised of the following particulars on the allotment and issue:

a. The Shares under the Proposed Placement will be placed to professional and sophisticated investors and clients of Australian Stockbroking firms who are identified and introduced to the Company by its stockbroker and/or corporate advisors and who may be interested in participating in the proposed capital raising;
b. the maximum number Shares to be issued is 1,000,000,000;
c. If Shareholder approval is obtained, the issue of the Shares will occur no later than three months after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules);
d. the issue price will be not less than the price that is a 25% discount to the VWAP of Shares as traded on ASX in the 15 trading days prior to the date of issue or agreement to issue;
e. the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
f. any funds raised will be used for general working capital purposes, to reduce debt and to fund ongoing product development, commercialisation and marketing specifically in relation to the Company’s launch of its payments platform service and the Company’s Spenda Pool technology solution targeted at the pool industry. Additionally, funds will be used to progress and complete the acquisition of Appstablishment including the costs for the preparation of an independent expert report and notice of shareholders meeting and non-material legal costs associated with the proposed transaction;
g. a voting exclusion statement is contained in the Notice of Meeting for Resolution 10.

10.3 Interests and Recommendations of Directors

The Directors recommend that Shareholders vote in favour of Resolution 10.

11. Resolution 11 – Approve the issue of 4,500,000 Options to Howard Digby

The Company proposes, to issue 4,500,000 Options to Howard Digby and/or his nominee(s) on the terms and conditions set out below. The issue of Options to directors as a form of incentive-based remuneration is common practice in listed companies and further encourages and rewards efforts by directors to improve the performance of the Company to the commercial benefit of all Shareholders.

The Board believes it is important to offer these Options to continue to attract and maintain highly experienced Board members and executives in a competitive market. In addition, the Options may provide the Company with additional funding (if the Options are exercised).

11.1 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give financial benefit to a related party of the public company, the public company or entity must:

a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and
b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

The issue of Options to Mr. Digby constitutes giving a financial benefit and he is a related party by virtue of him being a Director.

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of Options to Mr. Digby because the Options will form part of his remuneration as a non-executive director of the Company and the remuneration is reasonable given his circumstances and the circumstances of the Company.

Accordingly, approval will not be sought under Chapter 2E for the issue of these Options to Howard Digby

11.2 ASX Listing Rule 10.11

Under ASX Listing Rule 10.11, Shareholder approval is required for the issue of equity securities to a related party of a listed company. Once approval is obtained pursuant to Listing Rule 10.11, the Company is entitled to rely on Listing Rule 7.2, Exception 14 as an exception to any requirement that may otherwise apply requiring Shareholder approval under Listing Rule 7.1.

It is proposed that Options be issued to Howard Digby as part of his remuneration as Non-Executive Director of the Company.

11.3 Information required by ASX Listing Rule 10.13

In compliance with the information requirements of ASX Listing Rule 10.13, Shareholders are advised of the following particulars on the allotment and issue:

a. the Options will be issued to Mr. Howard Digby or his nominee;

b. Howard Digby is a Director of the Company and thus falls within the category of Listing Rule 10.11.1; related party of the Company;
c. the maximum number of Options to be issued is 4,500,000;
d. If Shareholder approval is obtained, the issue of the Options will occur no later than one month after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules);
e. The Options will be issued for nil consideration;
f. Each Option will entitle the holder to subscribe for one Share in the Company and will expire 3 years from the date of issue. The Options will be exercisable at an exercise price of $0.025 at any time on or before the expiry date and will otherwise be issued on the terms and conditions set out in 'Annexure A' of this Notice. The 4,500,000 Options vest 12 months from the date of issue subject to Mr. Digby continuing to act as a director of the Company for the 12 months from the date of issue, Options not vested will be cancelled if Mr. Digby ceases to act as a director of the Company;
g. The issue of options forms part of the Remuneration of Howard Digby. Under his Director’s Agreement contact Howard Digby is entitled to director’s fees of $2,500 per month as well as the issue of 4,500,000 options as part of his current total remuneration package;
h. Options are being issued under a Director’s Agreement entered into between the Company and Howard Digby the material terms of which are for the payment of director’s fees in the amount of A$2,500 per month (exclusive of superannuation) in consideration for Howard Digby providing the services of non-executive director of the Company. In addition, Mr Howard is entitled under the agreement to be issued 4,500,000 options the subject of this resolution;
i. No funds will be raised from the issue of Options. Any funds raised from the exercise of the Options will be used for general working capital purposes and to fund product development, commercialisation and marketing;
j. a voting exclusion statement is contained in the Notice of Meeting for Resolution 11.

11.4 Interests and Recommendations of Directors

The Directors (other than Mr. Howard Digby who has a material personal interest in the outcome of Resolution 11) recommend that Shareholders vote in favour of Resolution 11.

12. Resolution 12 - Approve the issue of Convertible Notes to Obsidian Global GP, LLC

On 17 March 2020 the Company entered into an agreement with Obsidian Global GP, LLC (Obsidian) for a secured facility of up to A$800,000 (Convertible Securities Agreement) to fund continued development of the Company’s projects and for general working capital purposes. Each of the Convertible Notes will have a face value of US$1 and will not accrue any interest and will have a 16 months maturity date (except for a potential earlier maturity date for the Initial Convertible Note). Obsidian Global GP, LLC has subscribed for, and the Company has agreed, subject to shareholder approval, to issue the 800,000 Convertible Notes (Convertible Notes).

The Company must seek Shareholder Approval to issue the Convertible Notes by no later than 24 July 2020.

Resolution 12 seeks Shareholder Approval for the issue of the 800,000 Convertible notes to Obsidian Global GP, LLC. Shareholders should note that if Resolutions 12, 13 and 14 are not passed, it will be an event of default, under the terms of the Convertible Securities Agreement as set out in Annexure B (Events of Default), and Obsidian will be entitled to require immediate repayment of 110% of the Debt.

12.1 Funding Considerations

Resolutions 12 to 14 relate to the raising of up to A$800,000 through a funding facility which requires the issue of convertible notes, Collateral Shares and options to Obsidian who is not a related party of the Company.

Obsidian is a New York City-based investment management firm focused on providing growth capital to public and private companies globally. Obsidian states that it looks to partner with undervalued lower middle market public companies by conducting its own extensive fundamental and technical analysis in order to structure its investments. With a practical and long-term approach, Obsidian invests through a variety of structures that efficiently synergizes with the capital requirements of the company and aligns with the short-term and long-term visions of management.

The Company and Obsidian were introduced by an unrelated third party, and no fees are payable for the introduction.

The Company considers that it acted in accordance with the ASIC Market Integrity Update - COVID-19 Special Issue - 31 March 2020 and balanced a range of considerations such as the need for short term capital and the cost to and possible dilution of existing shareholders.

The Company considered various traditional equity and debt funding options before entering into the facility, however, due to the impact of COVID-19 on the prevailing market conditions the Company was unable to secure immediate additional funding. As a result, the funding agreement with Obsidian was entered into due to the Company’s need for short term capital.

The Company also considered conducting a share purchase plan or rights issue, however noted that previous offers to securityholders had resulted in limited funding. Given the impact of COVID-19 and the associated market conditions it was considered likely that sufficient funding could not be raised from existing shareholders in the short term.

The directors believe it more likely than not that the initial debt raised pursuant to the funding facility the subject of Resolutions 12 to 14 will convert to equity under the terms of the documents covering the transactions. Accordingly, the facility meets the directors’ preferred method of funding by equity.

12.2 Terms of Convertible Notes

The material terms of the Convertible Notes to be issued under the Convertible Securities Agreement are:

The face value of each Convertible Note is US$1.
The number of Convertible Notes to be issued is 800,000.
The Convertible Notes do not bear interest.
The Maturity Date of the Convertible Notes is 16 months from the advance date (12 July 2021).

The Convertible Notes may be converted to Shares upon Obsidian issuing a “Conversion Notice” to the Company.
Each Convertible Note shall be convertible into new Shares of the Company at the price determined by dividing the Australian dollar equivalent of the US$ face value of the Convertible Notes to be converted by the lower of (a) 90% of the lowest daily VWAP during the 10 ASX trading days prior to the date of the Conversion Notice and (b) A$0.01. The exchange rate to be used is the rate displayed by the Reserve Bank of Australia on the date of the Conversion Notice (Conversion Price).
Where at any time the Company is required to issue Shares to Obsidian under the Agreement, then Obsidian can elect to partially or wholly satisfy the Company’s obligation to issue the relevant Shares by reducing the number of Collateral Shares equivalent to the number of shares which would have been issued. Obsidian may at any time by written notice to the Company elect to purchase Collateral Shares (Reduction Notice). Upon the Obsidian giving a Reduction Notice:
(i) Obsidian must advance to the Company an amount determined by multiplying the reduction in the Collateral Shares specified in the Reduction Notice (Reduction Amount) by the Conversion Price;
(ii) the relevant number of Collateral Shares will cease to be Collateral Shares and may be freely dealt with by Obsidian.
Where Obsidian sells Collateral Shares on-market:
(i) if Obsidian intends to dispose of Collateral Shares for an aggregate sale price of over $15,000 on any one Trading Day, Obsidian must first notify the Company so as to allow the Company an opportunity to arrange a crossing (if possible) at the thenprevailing market price;
(ii) on the sale an amount of the Debt or Convertible Securities with an aggregate Face Value equivalent to the net sale proceeds (converted into US$ at the Exchange Rate) will be deemed to have been repaid or redeemed (as relevant).
If:
(i) the Agreement terminates or expires;
(ii) there is no amount outstanding;
(iii) There are any Collateral Shares; and
(iv) no Event of Default has occurred,

Obsidian must, within six months, sell the Collateral Shares on-market and pay 75% of the net sale proceeds to the Company, provided that before Obsidian commences selling the Collateral Shares, Obsidian must first allow the Company 10 Business Days to arrange a crossing (if possible) of all of the Collateral Shares at no less than 95% of the 10 day VWAP at the time.

Shares subject to a Conversion Notice must be issued within 2 ASX trading days after receipt of the Conversion Notice.
Obsidian has agreed not to sell Shares in excess of the greater of:
(i) 15% of the daily trading volume on that Trading Day on ASX and Chi- X (as reported by Bloomberg); and
(ii) A$15,000.

These requirements and restrictions will cease to apply if:

(i) There is any Event of Default; or
(ii) The daily VWAP is less than or equal to A$0.003 for any 10 consecutive trading days.
For so long as there is any Amount Outstanding, the Company must not, and must ensure that each Group Company does not, directly or indirectly, without the Obsidian’s written approval (not to be unreasonably withheld or delayed) not issue or agree to issue any debt, equity or equity-linked securities (other than fixed-rate instruments) or otherwise raise any debt or equity capital other than where:
(i) the Company has first offered Obsidian in writing a prior opportunity to provide the debt, acquire the equity or equity-linked securities or otherwise provide the debt or equity capital;
(ii) Obsidian does not accept the offer within 10 Business Days of receiving it; and
(iii) the Company issues or agrees to issue the debt, equity or equity linked securities or otherwise obtain the debt or equity capital from a third party on the same terms as the Company offered to the Investor, within 3 months of offering them to the Investor.
Any Convertible Notes which are not converted at the Maturity Date must be redeemed by The Company by paying the Redemption Price. The Redemption Price is 105% of the amount outstanding.
The Company may redeem any Convertible Notes prior to the Maturity Date by paying the Redemption Price of the Convertible Notes redeemed.
As and from the first to occur of:
(i) the date which is 6 months after the Advance Date; and
(ii) the Company raising debt or equity capital and receiving aggregate net proceeds of A$4,500,000,

if the Company raises any debt or equity capital:

(iii) the Company must give written notice to the Investor immediately upon receipt of the relevant funds; and

(iv) within 5 Business Days of receipt of the Company’s notice, Obsidian may by notice in writing require the Company to apply up to 33% of the aggregate net proceeds of the raise to repayment of the Debt or redemption of the Convertible Securities (as relevant); and
(v) if Obsidian gives notice to the Company under clause (iv) above, the Company must, within 5 Business Days, pay Obsidian the amount specified in Obsidian’s notice, and upon the Company doing so the Amount Outstanding will be reduced by the same amount.
The Convertible Notes are not transferable except with the prior written consent of The Company.
The Convertible Notes do not provide for any voting rights at Shareholder meetings unless and until converted into Shares. A convertible note holder is not (by virtue of the Convertible Note) entitled to participate in any new issue of securities to Shareholders without first converting the Convertible Note into Shares.
If, before the Maturity Date there is a reorganisation, reconstruction, consolidation, subdivision or bonus-issue of the capital of the Company, the Convertible Notes shall be reorganised, reconstructed, consolidated or subdivided on the same basis so that each Investor is treated in the same manner as the other shareholders in the Company and to ensure that:

(a) the value of any Shares and Convertible Notes issued are not adversely affected; and

(b) no Investor is conferred with any additional benefits which are not also conferred on Shareholders.

The Convertible Notes will not be quoted on ASX.
The Company will apply for quotation on ASX of all Shares issued on conversion of Convertible Notes in accordance with the Listing Rules.
The Convertible Notes to be issued to Obsidian will be secured. The Company has executed a General Security Deed with Obsidian that will remain until all outstanding amounts are paid under the Convertible Securities Agreement.

12.3 Number of Shares issued on conversion of Convertible Notes

The table below provides an estimated range of the number of Shares that could be issued under the Convertible Notes should they be converted. The table provides a range of exchange rates based on set appreciation or depreciation, as well as a range of potential Share prices. Since there is no floor on the Conversion Price (i.e. the number of Shares that could be issued under the Notes is uncapped), there is risk that the issue of Shares under the Notes could be highly dilutive to existing Shareholders if the market price of the Shares falls substantially before the Notes are converted.

Exchange rate	VWAP 0.15c	VWAP 0.2c	VWAP 0.3c	VWAP 0.4c	VWAP 0.5c
Current exchange rate: USD:AUD 1.58	843m	632m	421m	316m	253m

5% appreciation of the AUD	885m	664m	442m	332m	265m
10% appreciation of the AUD	927m	695m	463m	348m	78m
5% depreciation of the AUD	800m	600m	400m	300m	240m
10% depreciation of the AUD	758m	569m	379m	284m	227m

Notes:

Appreciation/depreciation based against the Current Exchange Rate stated above.
The VWAP represents the volume weighted average price estimate. The Company has used 0.15c as the lowest VWAP for this table based on past performance of the share price over the past 30 trading days to 28 May 2020. 0.15c represents a 25% discount to the lowest traded share price during this period.
The table uses 0.5c as the highest VWAP. Conversions are made based on the lower of (i) a 5% discount to the lowest VWAP in a 5-day period prior to conversion or (ii) 0.1c per share.
The face value (being US$1 per Convertible Note) has been used to determine the potential dilution in the table above.

12.4 Listing Rules information requirements

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolution 12 will be to allow the Directors to issue the Convertible Notes to Obsidian and the conversion of any of the Convertible Notes into Shares will not be included in the Company’s 15% annual placement capacity.

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 12:

The Notes will be issued to Obsidian Global GP, LLC. Obsidian is not a related party of the Company.
The number of securities to be issued to Obsidian if Resolution 12 is approved is 800,000 Convertible Notes.
Each Convertible Note shall be convertible into new Shares of the Company at the price determined by dividing the Australian dollar equivalent of the US$ face value of the Convertible Notes to be converted by the lower of (a) 90% of the lowest daily VWAP during the 10 ASX trading days prior to the date of the Conversion Notice and (b) A$0.01. The exchange rate to be used is the rate displayed by the Reserve Bank of Australia on the date of the Conversion Notice (see table in section 12.3 above for an estimated range of the number of Shares that could be issued under the Convertible Notes should they be converted).
The Convertible Notes will be issued on one date no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).
The issue price of the Convertible Notes will be US$1 per Note. The issue price of Shares issued under the Convertible Notes will be calculated as described in point 6 in section 12.2 above.

The key terms of the Convertible Notes are stated in section 12.2 above.
The Shares issued under a conversion of a Convertible Note will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.
The funds received by the Company will be applied towards continued development of the Company’s projects and for general working capital purposes.
The Shares issued under any conversion of a Convertible Notes will not be subject to any escrow period and the Company will apply for quotation of the Shares on ASX.
A voting exclusion statement is contained in the Notice of Meeting for Resolution 12.

12.5 Recommendations of Directors

The Directors recommend that Shareholders vote in favour of Resolution 12.

13. Resolution 13 – Approve the issue of Collateral Shares to Obsidian Global GP, LLC

On 17 March 2020 the Company entered into an agreement with Obsidian Global GP, LLC for a debt facility of up to A$800,000 (Convertible Securities Agreement). Each of the Convertible Notes will have a face value of US$1 and will not accrue any interest and will have a 16 month maturity date (except for a potential earlier maturity date for the Initial Convertible Note). Obsidian has subscribed for, and the Company has agreed, subject to shareholder approval, to issue the 800,000 Convertible Notes (Convertible Notes). A condition of the Convertible Securities Agreement is that the Company will issue up to 40,000,000 Collateral Shares to Obsidian in consideration of entering into the Agreement and undertaking the associated risk. The Company has entered into a General Security Deed and agreed to issue collateral Shares as these are the required funding terms from Obsidian and protects their interest of securing their investment. Taking into consideration the fact that the Company is not yet profitable and the Company’s net tangible asset position the Board considers these security requirements are reasonable in the circumstances given current market conditions.

The Collateral Shares are proposed to be issued to Obsidian to provide them with a safeguard against:

a. the Company defaulting on its Share issue obligations to Obsidian under the Convertible Securities Agreement;
b. the Company not complying with its Share obligations to Obsidian within the timeframes required under the Convertible Securities Agreement;
c. the Company not being able to issue Tradeable Shares to Obsidian when required to do so under the Convertible Securities Agreement.

The issue of the Collateral Shares to Obsidian and Obsidian’s ability to have recourse to them directly addresses the risks described above.

The Company and Obsidian consider that it is desirable that the Collateral Shares be issued, as:

a. it offers a means to directly address identified risks for Obsidian;
b. it will allow Obsidian to have recourse to the Collateral Shares in circumstances where it might otherwise be required to exercise its rights under the Security Documents; and

c. any exercise by Obsidian of its rights under the Security Documents is likely to be valuedestructive for the Company.

It is not intended that Obsidian derive any economic benefit from the issue of the Collateral Shares.

Obsidian may only deal with the Collateral Shares:

(i) after and Event of Default;
(ii) after the date which is 90 days after the date of execution of the Convertible Securities Agreement

Where at any time the Company is required to issue Shares to Obsidian under the Agreement, then Obsidian can elect to partially or wholly satisfy the Company’s obligation to issue the relevant Shares by reducing the number of Collateral Shares equivalent to the number of shares which would have been issued. Obsidian may at any time by written notice to the Company elect to purchase Collateral Shares (Reduction Notice). Upon the Obsidian giving a Reduction Notice:

(i) Obsidian must advance to the Company an amount determined by multiplying the reduction in the Collateral Shares specified in the Reduction Notice (Reduction Amount) by the Conversion Price;
(ii) the relevant number of Collateral Shares will cease to be Collateral Shares and may be freely dealt with by Obsidian.

Where Obsidian sells Collateral Shares on-market:

(i) if Obsidian intends to dispose of Collateral Shares for an aggregate sale price of over $15,000 on any one Trading Day, Obsidian must first notify the Company so as to allow the Company an opportunity to arrange a crossing (if possible) at the then-prevailing market price;
(ii) on the sale an amount of the Debt or Convertible Securities with an aggregate Face Value equivalent to the net sale proceeds (converted into US$ at the Exchange Rate) will be deemed to have been repaid or redeemed (as relevant).

Resolution 13 seeks Shareholder Approval for the issue of up to 40,000,000 Collateral Shares to Obsidian Global GP, LLC. Shareholders should note that if Resolutions 12, 13 and 14 are not passed, it will be an Event of Default and Obsidian will be entitled to require immediate repayment of 110% of the Debt (A$880,000).

13.1 Funding Considerations

The funding considerations undertaken by the Company in deciding whether or not to enter into the Convertible Securities Agreement with Obsidian are detailed in section 12.1 of this Explanatory Statement.

13.2 Information required by ASX Listing Rule 7.3

The effect of Resolution 13 will be to allow the Company to issue the Shares during the period of 3 months after the Meeting (or such longer period of time as ASX may in its discretion allow), without using the Company 15% annual placement capacity.

In compliance with the information requirements of ASX Listing Rule 7.3, Shareholders are advised of the following particulars on the allotment and issue:

Name of person to whom Equity Securities were issued	Obsidian Global GP, LLC. Obsidian is not a related party of the Company.
Date of issue	If Shareholder approval is obtained, the issue of the Shares will occur no later than three months after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX ListingRules).
Number and class of Equity Securities issued	Up to a maximum of 40,000,000 fully paid ordinary Shares.
Issue price of Equity Securities	The Shares will be issued for nil consideration
Terms of issue	The Collateral Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existingShares.
Summary of Agreement Terms	Shares are to be issued under a Convertible Securities Agreement entered into between the Company and Obsidian Global GP, LLC. Under the Agreement the Company receives a net amount of A$800,000 as an advance from Obsidian. Subject to the Company obtaining shareholder approval to issue convertible securities to Obsidian, Obsidian has agreed to subscribe for, and the Company has agreed to issue, convertible notes in repayment of the Debt. Each convertible note will have a face value of US$,1 and will not accrue any interest and has a 16-month maturity date from the date which is 5 business days after the Convertible Securities Agreement was executed. Security will be provided by way of a General Security Deed and by way of the issue of 20 million collateral shares for the notes. If at any time there are less than 5,000,000 Collateral Shares, Obsidian may by notice to the Company require the Company to issue additional Shares to Obsidian as additional Collateral Shares (up to an aggregate maximum of an additional 20,000,000 Collateral Shares. As part of the arrangement, the Company has agreed to issue 8,000,000 unlisted options to Obsidian exercisable at $0.025 per share and with an expiry date of two years after the options are issued. At Cirralto’s option, the notes, and additional notes (if issued) may be redeemed at any time in cash at 105% of the Face Value. The notes, and additional notes (if issued) will be able to be converted by Obsidian at a conversion price that is the lesser of: 90% lowest trading VWAP during the 10 trading days prior to the conversion notice date;and a fixed conversionprice of A$0.01.
Voting exclusion	A voting exclusion statement is set out in the Notice of Meeting

Use of funds	No funds will be raised from the issue of Shares. However, funds received under the Convertible Securities Agreement will be applied towards continued development of the Company’s projects and for general workingcapitalpurposes.

13.3 Recommendations of Directors

The Directors recommend that Shareholders vote in favour of Resolution 13.

14. Resolution 14 - Approve the issue of Options to Obsidian Global GP, LLC

On 17 March 2020 the Company entered into an agreement with Obsidian Global GP, LLC for a secured facility of up to A$800,000 (Convertible Securities Agreement). Details of the Convertible Notes agreed to be issued under the Convertible Securities Agreement are detailed in Resolution 12. A condition of the Convertible Securities Agreement is that the Company will issue 8,000,000 Options to Obsidian Global GP, LLC in consideration of entering into the Agreement and undertaking the associated risk.

Resolution 14 seeks Shareholder Approval for the issue of the 8,000,000 Options to Obsidian Global GP, LLC. Shareholders should note that if Resolutions 12, 13 and 14 are not passed, it will be an event of default under the terms of the Convertible Securities Agreement, and Obsidian will be entitled to require immediate repayment of 110% of the Debt.

14.1 Funding Considerations

14.2 Information required by ASX Listing Rule 7.3

The effect of Resolution 14 will be to allow the Company to issue the options during the period of 3 months after the Meeting (or such longer period of time as ASX may in its discretion allow), without using the Company 15% annual placement capacity.

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 14:

Name of person to whom Equity Securities were issued	Obsidian Global GP, LLC.
Number and class of Equity Securities issued	8,000,000 options.
Issue price of Equity Securities	The options will be issued for nil consideration.

Terms of issue	Each Option will entitle the holder to subscribe for one Share in the Company and will expire 2 years from the date of issue. The Options will be exercisable at an exercise price of $0.025 at any time on or before the expiry date and will otherwise be issued on the terms and conditions set out in 'Annexure A' of this Notice.
Summary of Agreement Terms	A summary of the terms of the Convertible Securities Agreement is provided in section 12.2 of this Explanatory Statement.
Voting exclusion	A voting exclusion statement is set out in the Notice of Meeting.
Use of funds	No funds will be raised from the issue of options. However, funds received under the Convertible Securities Agreement and any funds raised from the exercise of the options will be applied towards continued development of the Company’s projects and for general working capital purposes.

14.3 Recommendations of Directors

The Directors recommend that Shareholders vote in favour of Resolution 14.

15. Resolution 15 – Issue of Shares to related party – Appstablishment Pty Ltd in lieu of fees payable

15.1 Purpose of Resolution 15

In 2018 the Company has entered into product licensing and service agreements with Appstablishment Software Group Pty Ltd (Appstablishment). The Company has agreed, subject to obtaining Shareholder approval, to issue Shares to the value of $300,000 at an issue price which is the lower of $0.005 or the VWAP of Shares as traded on ASX on the 10 trading days prior to the date of issue (Appstablishment Shares) to Appstablishment or its nominee as consideration for fees payable to Appstablishment under licensing and service agreements. Appstablishment has agreed to accept the Appstablishment Shares as consideration for $300,000 of fees which have accrued.

Cirralto utilises its IP in combination with third party IP to deliver its Business Modernisation Process to deliver a cloud enabled business to business (B2B) integrated eCommerce service offering. In order to develop its software and technology platform and provide fast on-boarding and enablement for its customers, Cirralto contracted Appstablishment’s development capabilities and technology platform to produce a data migration and business modernisation platform as a service (“PaaS”) and develop for Cirralto bespoke applications that will integrate data to; from and between data sources or file formats as agreed from time to time. The parties have agreed that Appstablishment will provide to Cirralto direct resourcing of required personnel on an outsourced basis for $99,000 (plus GST) per month. Required personnel include up to six lead developers, six senior developers and six testing and support personnel.

Resolution 15 seeks Shareholder approval for the issue of the Appstablishment Shares to Appstablishment or its nominee in lieu of the payment of $300,000 of fees. As at 30 May 2020, $406,896 is payable to Appstablishment accrued between October 2019 and May 2020, the issue

of Shares pursuant to this resolution will reduce the amount payable to Appstablishment by $300,000.

The table below provides an estimated range of the number of Appstablishment Shares that could be issued upon the conversion of the $300,000 in fees payable to Shares.

Issue Price	$0.005	$0.004	$0.003	$0.002
Appstablishment Shares	60,000,000	75,000,000	100,000,000	150,000,000

Notes:

The Issue Price represents the volume weighted average price estimate. The Company has used 0.2c as the lowest VWAP for this table based on past performance of the Share price.
The table uses 0.5c as the highest conversion price per the agreement with Appstablishment.
The current Share price at the time of preparing this Notice is $0.006, from 1 March 2020 the Share price has traded at a low of $0.002 (6 May 2020) and a high $0.008 (5 June 2020).

In the event that Shareholders do not approve Resolution 15, the outstanding fees will remain a liability of the Company and be payable in cash at a future date.

Appstablishment is an entity associated with Executive Director Adrian Floate and proposed director Francis D’Souza. Adrian Floate is engaged by the Company under a services agreement and receives fees of $25,017 per month.

The Company has announced the proposed acquisition of Apptsablishment subject to shareholder approval, the acquisition is currently expected to be completed on or around 30 September 2020. The issue of Shares under this resolution does not impact the amount intended to be paid as consideration for the acquisition of Appstablishment.

15.2 Chapter 2E of the Corporations Act and ASX Listing Rule 10.11

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

a. obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
b. give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue of the Appstablishment Shares constitutes giving a financial benefit and Appstablishment is a related party of the Company by virtue of Adrian Floate, a Company Director. Adrian Floate is s a shareholder of Appstablishment through his interests in Appstablishment Software Group.

The Directors (other than Mr Adrian Floate who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Appstablishment Shares because the agreement to issue the Appstablishment Shares, considered reasonable in the circumstances and was

negotiated on an arm’s length basis negotiated on fair and reasonable commercial terms. In addition, the Shares are being issued at a price which is consistent with the issue price of Shares being issued to non-related parties upon conversion of loans set out in other resolutions in this Notice.

As the issue of the Appstablishment Shares involves the issue of securities to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

15.3 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolution 15:

a. the Appstablishment Shares will be issued to nominees of Appstablishment;
b. the number of Appstablishment Shares to be issued will be determined by dividing $300,000 of fees to be converted into Shares by the lower of $0.005 per share and the price that is the VWAP of Shares as traded on ASX in the 10 trading days prior to the date of issue;
c. the Appstablishment Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
d. the issue price will be the lower of $0.005 per share and the price that is the VWAP of Shares as traded on ASX in the 10 trading days prior to the date of issue;
e. the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
f. Appstablishment is a related party of the Company by virtue of Adrian Floate, a Company Director. Adrian Floate is s a shareholder of Appstablishment through his interests in Appstablishment Software Group and thus falls within the category of Listing Rule 10.11.1; related party of the Company;
g. The Shares are being issued under product licensing and service agreements that the Company has entered into with Appstablishment;
h. the Appstablishment Shares will be issued for nil cash consideration and accordingly no funds will be raised, however, funds payable to Appstablishment will be reduced by $300,000 as a result of this share issue;
i. a voting exclusion statement is contained in the Notice of Meeting.

Approval pursuant to ASX Listing Rule 7.1 is not required for the issue of the Appstablishment Shares as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of the Appstablishment Shares to Appstablishment (or its nominee) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

15.4 Interests and Recommendations of Directors

The Directors (other than Mr. Adrian Floate who has a material personal interest in the outcome of Resolution 15) recommend that Shareholders vote in favour of Resolution 15.

16. Resolution 16 – Approval of Issue of Shares to Related Party - Baga River Pty Ltd

16.1 General

During 2019 the Company raised funds through debt raising activities; a principal amount of A$150,700 remains payable under a loan provided to the Company by Baga River Pty Ltd (Baga River Loan). Baga River Pty Ltd is an entity associated with Francis DeSouza, a proposed director of the Company. The Baga River Loan was drawn down in tranches between 16 September and 16 October 2020. The Baga River Loan is repayable in July 2020.

Subject to approval of this Resolution the Company will issue Shares in consideration of a total amount of A$100,700 comprising A$90,000 of the principal amount together with A$10,700 of interest payable on the Baga River Loan from the date the funds were received to 30 June 2020 (Baga River Shares). The interest rate of the loan is 10% per annum. The conversion of A$100,700 payable under the Baga River Loan to Shares allows the Company to conserve its cash and further invest funds to increase Company revenue generation capabilities from the expansions of its team, intellectual property and sales and marketing presence. If this resolution is approved and Shares the subject of this resolution are issued the amount payable under the balance of the loan payable will be $60,700. If this resolution is not approved the full amount of the loan and interest will be payable in cash.

The issue price of the Shares will be the lower of $0.005 per share and the price that is the VWAP of Shares as traded on ASX in the 10 trading days prior to the date of issue. The table below provides an estimated range of the number of Shares that could be issued upon the conversion of the A$100,700 payable under the Baga River Loan.

a River Loan.
Issue Price	$0.005	$0.004	$0.003	$0.002
Baga River Shares Issued	20,140,000	25,175,000	33,566,667	50,350,000

Notes:

The VWAP represents the volume weighted average price estimate. The Company has used 0.2c as the lowest VWAP for this table based on past performance of the share price.
The table uses 0.5c as the highest conversion price per the agreement with Baga River Pty Ltd.
The current Share price at the time of preparing this Notice is $0.006, from 1 March 2020 the Share price has traded at a low of $0.002 (6 May 2020) and a high $0.008 (5 June 2020).

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies. The Company considers that shareholder approval is required for the purposes of ASX Listing Rule 10.11 as it is proposed that Francis D’Souza will be a future director of the Company and Baga River Pty Ltd is an entity associated with Francis D’Souza.

Accordingly, approval is sought for the approval of the issue of Shares to Baga River Pty Ltd or its nominee.

16.2Chapter 2E of the Corporations Act and ASX Listing Rule 10.11

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

a. obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
b. give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue of Shares constitutes giving a financial benefit and Mr. Francis DeSouza is a related party of the Company by virtue of being a proposed Director. Baga River Pty Ltd is an entity associated with Francis D’Souza.

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Share issue because the Shares will be issued to Baga River Pty Ltd on the same terms as Shares issued to non-related parties who also provided loan funds to the Company, in addition the Shares are being issued at a price which is consistent with the issue price of Shares being issued to non-related parties upon conversion of loans set out in other resolutions in this Notice.

As the issue of Shares to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

Once approval is obtained pursuant to Listing Rule 10.11, the Company is entitled to rely on Listing Rule 7.2, Exception 14 as an exception to any requirement that may otherwise apply requiring Shareholder approval under Listing Rule 7.1.

16.3 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the Share issue:

a. the number of Baga River Shares to be issued will be determined by dividing the $100,700 payable under the Baga River Loan by the lower of $0.005 per share and the price that is the VWAP of Shares as traded on ASX in the 10 trading days prior to the date of issue;

b. the Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
c. the deemed issue price will be the lower of $0.005 per share and the price that is the VWAP of Shares as traded on ASX in the 10 trading days prior to the date of issue;
d. the Shares will be issued to Baga River Pty Ltd or its nominee.;
e. Baga River Pty Ltd is a related party of the Company by virtue of Francis DeSouza, a proposed Company Director. Baga River Pty Ltd is an entity related to Francis DeSouza thus Baga River Pty Ltd falls within the category of Listing Rule 10.11.1; related party of the Company;
f. The Shares will rank pari passu with the other Shares on issue and will be on the same terms as the other Shares on issue;
g. The Shares are being issued under a Loan Agreement that the Company has entered into with Baga River Pty Ltd in consideration for part of the principal amount together with interest payable on the principal amount of the loan up to 30 June 2020. The interest rate is 10% per annum;
h. no funds will be raised by the Company in respect of the issue of the Shares, however the issuance of the Shares will result in in repayment of part of the principal amount and the interest payable on the loan at this time;
i. a voting exclusion statement is contained in the Notice of Meeting for Resolution 16.

16.4 Interests and Recommendations of Directors

Based on the information available, including that contained in this Explanatory Statement, all of the Directors recommend that the Shareholders vote in favour of Resolution 16.

17. Resolution 17 – Approval of Issue of Shares to Temorex Pty Ltd

17.1 General

During 2019 the Company raised funds through debt raising activities; a principal amount of A$530,000 remains payable under a loan provided to the Company by Temorex Pty Ltd (Temorex Loan). $100,000 of the Temorex Loan was drawn down on 17 July 2019 with the remaining $430,000 being drawn down on 1 August 2019. The Temorex Loan is repayable in July 2020 however the Company is currently in negotiations to extend the term.

Subject to approval of this Resolution the Company will issue Shares in consideration of a total amount of A$248,909.59 comprising A$200,000 of the principal amount together with A$48,910 of interest payable on the Temorex Loan from the date the funds were received to 30 June 2020 (Temorex Shares). The loan accrues interest of 10% per annum. The conversion of loan interest and part principal to Shares allows the Company to conserve its cash and further invest funds to increase Company revenue generation capabilities from the expansions of its team, intellectual property and sales and marketing presence.

The issue price of the Temorex Shares will be the lower of $0.005 per share and the price that is the VWAP of Shares as traded on ASX in the 10 trading days prior to the date of issue. The table below provides an estimated range of the number of Shares that could be issued upon the conversion of the A$248,909.59 payable under the Temorex Loan.

Issue Price	$0.005	$0.004	$0.003	$0.002
Temorex Shares Issued	49,781,918	62,227,397	82,969,863	124,454,795

Notes:

The VWAP represents the volume weighted average price estimate. The Company has used 0.2c as the lowest VWAP for this table based on past performance of the share price.
The table uses 0.5c as the highest conversion price per the agreement with Temorex Pty Ltd.
The current Share price at the time of preparing this Notice is $0.006, from 1 March 2020 the Share price has traded at a low of $0.002 (6 May 2020) and a high $0.008 (5 June 2020).

Accordingly, approval is sought for the approval of the issue of the Temorex Shares to Temorex Pty Ltd or its nominee.

By approving this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

17.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issued of the Conversion Shares:

a. the number of Temorex Shares to be issued will be determined by dividing the A$248,909.59 payable under the Temorex Loan by the lower of $0.005 per share and the price that is the VWAP of Shares as traded on ASX in the 10 trading days prior to the date of issue;
b. the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
c. the deemed issue price will be the lower of $0.005 per share and the price that is the VWAP of Shares as traded on ASX in the 10 trading days prior to the date of issue;
d. the Shares will be issued to Temorex Pty Ltd or its nominee.;
e. the Shares will rank pari passu with the other Shares on issue and will be on the same terms as the other Shares on issue;
f. The Shares are being issued under a Loan Agreement that the Company has entered into with to Temorex Pty Ltd Ltd in consideration for part of the principal amount together with interest payable on the principal amount of the loan up to 30 June 2020. The interest rate is 10% per annum;

g. no funds will be raised by the Company in respect of the issue of the Shares, however the issuance of the Shares will result in repayment of part of the principal amount and the interest payable on the Temorex Loan up to 30 June 2020;
h. a voting exclusion statement is contained in the Notice of Meeting for Resolution 17.

17.3 Interests and Recommendations of Directors

None of the current Board members have a material personal interest in the outcome of Resolution 17. Based on the information available, including that contained in this Explanatory Statement, all of the Directors recommend that the Shareholders vote in favour of Resolution 17.

18. Resolution 18 – Approve the issue of Shares to Canary Capital Pty Ltd

18.1 General

Resolution 18 seeks Shareholder approval for the issue of 4,500,000 Shares to Canary Capital Pty Ltd or its nominee(s) in part consideration for corporate advisory services provided to the Company.

The effect of Resolution 18 will be to allow the Company to issue the Shares the subject of Resolution 18 during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

18.2 Information required by ASX Listing Rule 7.3

In compliance with the information requirements of ASX Listing Rule 7.3, Shareholders are advised of the following particulars on the allotment and issue of the Shares:

Maximum number of	4,500,000 Shares.
securities to be issued

Date of issue	If Shareholder approval is obtained, the issue of the Shares will occur no later than three (3) months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules).

Issue price per security	The 4,500,000 Shares will be issued at a deemed issue price of A$0.005 (0.5 cents) per Share in part satisfaction of corporate advisory services provided by Canary Capital Pty Ltd to the Company.

Terms of issue	The Shares will rank pari passu with the other Shares on issue and are on the same terms as the other Shares on issue

Summary of Agreement Terms	Shares are being issued pursuant to a Corporate Advisory Mandate entered into between the Company and Canary Capital Pty Ltd. Under the Corporate Advisory Mandate entered into in November 2019, Canary Capital Pty Ltd has agreed to provide the Company with Corporate advisory services. The Corporate Advisory Mandate has an initial term of 12 months from the date of execution and thereafter continues until terminated on the terms of the Corporate Advisory Mandate. Under the Corporate Advisory Mandate, the Company has agreed to pay Canary Capital Pty Ltd a monthly retainer fee of $7,500 and to issue 22,500,000 options. The Company and Canary Capital Pty Ltd have agreed that the retainer fees accrued between and January and April 2020 totalling A$22,500 be satisfied by the issue of 4,500,000 Shares at a deemed issue price of A$0.005 per Share.

Persons to whom securities	The Shares will be issued to Canary Capital Pty Ltd or its nominee(s), which is not a related party of the Company.
will be issued

Intended use of funds	No funds will be raised by the Company in respect of the issue of the Shares, however the issuance of the Shares will result in payment of $22,550 of fees payable to Canary Capital Pty Ltd.

A voting exclusion statement is contained in the Notice of Meeting for Resolution 18.

18.3 Interests and Recommendations of Directors

None of the current Board members have a material personal interest in the outcome of Resolution 18. Based on the information available, including that contained in this Explanatory Statement, all of the Directors recommend that the Shareholders vote in favour of Resolution 18.

19. Resolution 19 – Approve the issue of Options to Canary Capital Pty Ltd

19.1 General

Resolution 19 seeks Shareholder approval for the issue of 48,300,000 Options to Canary Capital Pty Ltd or its nominee(s) in consideration for corporate advisory and capital raising services provided to the Company.

The effect of Resolution 19 will be to allow the Company to issue the Options the subject of Resolution 19 during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

19.2 Information required by ASX Listing Rule 7.3

In compliance with the information requirements of ASX Listing Rule 7.3, Shareholders are advised of the following particulars on the allotment and issue of the Options:

Maximum number of	48,300,000 Options	48,300,000 Options	48,300,000 Options
securities to be issued

Date of issue	If Shareholder approval is obtained, the issue of the Options will occur no later than three (3) months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules).

Issue price per security	The 48,300,000 Options will be issued for nil cash consideration in part satisfaction of corporate advisory and capital / debt raising services provided by Canary Capital Pty Ltd to the Company.

Terms of issue	Each Option will entitle the holder to subscribe for one Share in the Company. The Options will be exercisable at the following exercise prices at any time on or before the expiry date and will otherwise be issued on the terms and conditions set out in 'Annexure A' of this Notice: Number of options Exerciseprice Expiry 32,900,000 $0.025 3 years from the date of issue 15,400,000 $0.025 2 years from the date of issue

	Number of options	Exerciseprice	Expiry
	32,900,000	$0.025	3 years from the date of issue
	15,400,000	$0.025	2 years from the date of issue

Summary of Agreement	The Options are being issued pursuant to one Corporate advisory and two Capital Raising Mandates entered into between the Company and Canary Capital Pty Ltd. Under the Corporate Advisory Mandate entered into in November 2019, Canary Capital Pty Ltd has agreed to provide the Company with Corporate advisory services. The Corporate Advisory Mandate has an initial term of 12 months from the date of execution and thereafter continues until terminated on the terms of the Corporate Advisory Mandate. Under the Corporate Advisory Mandate, the Company has agreed to pay Canary Capital Pty Ltd a monthly retainer fee of $7,500 and to issue 22,500,000 options. The Company and Canary Capital Pty Ltd have agreed that the retainer fees accrued between and January and April 2020 totalling A$22,500 be satisfied by the issue of 7,516,667 Shares at a deemed issue price of A$0.003 per Share. Under the Capital Raising Mandate (Loan Facility) Canary Capital Pty Ltd has agreed to raise capital for the company by way of a loan facility. The Company has agreed to pay Canary Capital Pty Ltd a capital raising fee of 6% of the amount raised. In addition, Canary Capital and/or it’s nominees will be issued with 270,000 unlisted options exercisable at $0.025 with a two-year expiry date for every $10,000 of funds raised. Canary Capital Pty Ltd raised $570,000 between 20 November and 10 December 2019 and as such is entitled to a cash payment of $34,200 and to be issued 15,400,000 options. The cash component of this capital raising fee has been paid. Cirralto Limited also grants Canary Capital first right of refusal to lead any further capital raises over the next 12 months, or the next capital raise if after 12 months. Canary will receive a 6% fee on these capital raises. Canary Capital will also receive 165,000 options exercisable at $0.025 with a three-year expiry, for every $10,000 it raises in these capital raises. Under the Capital Raising Mandate (Placement) Canary Capital Pty Ltd has agreed to raise capital for the company by way of a private Placement. The Company has agreed to pay Canary Capital Pty Ltd a capital raising fee of 3% of the amount raised. In addition, Canary Capital and/or it’s nominees will be issued with 160,000 unlisted options exercisable at $0.025 with a three-year expiry date for every $10,000 of funds raised. Canary Capital Pty Ltd raised $650,000 on 30 December 2019 and as such is entitled to be paid a capital raising fee of $19500 and to be issued 10,400,000 options. The cash component of this capital raising fee has been paid.
Terms

Persons to whom securities	The Options will be issued to Canary Capital Pty Ltd or its nominee(s), Canary Capital Pty Ltd is not a related party of the Company.
will be issued

Intended use of funds	No funds will be raised from the issue of the Options as the Options are being issued for nil cash consideration in satisfaction of corporate advisory and capital raising services provided by Canary Capital Pty Ltd to the Company. Any funds raised from the exercise of the options will be applied towards continued development of the Company’s projects and for general working capital purposes.

A voting exclusion statement is contained in the Notice of Meeting for Resolution 19.

19.3 Interests and Recommendations of Directors

None of the current Board members have a material personal interest in the outcome of Resolution 19. Based on the information available, including that contained in this Explanatory Statement, all of the Directors recommend that the Shareholders vote in favour of Resolution 19.

20. Resolution 20– Approve the issue of 24,582,681 Shares to Canary Capital Pty Ltd

During 2019 the Company raised funds through debt raising activities; a principal amount of A$130,00 remains payable under a loan provided to the Company by Canary Capital Pty Ltd (Canary Capital Loan). The Canary Capital Loan was drawn down in tranches between 13 November 2020 and 30 December 2020. The Canary Capital Loan is repayable in November 2020 and accrues interest of 10% pe annum.

Subject to approval of this Resolution the Company will issue Shares in consideration of a total amount outstanding to Canary Capital under the loan comprising A$130,000 of the principal amount together with A$7,663 of interest payable on the Canary Capital Loan from the date the funds were received to 30 June 2020 (Canary Capital Shares). The conversion of loan principal and interest to Shares allows the Company to conserve its cash and further invest funds to increase Company revenue generation capabilities from the expansions of its team, intellectual property and sales and marketing presence. If this resolution is approved and Shares the subject of this resolution are issued the amount payable under the balance of the loan payable will fully repaid. If this resolution is not approved the full amount of the loan and interest will be payable in cash in November 2020.

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period. Accordingly, approval is sought for the approval of the issue of the Canary Capital Shares to Canary Capital Pty Ltd or its nominee.

20.1 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issued of the Conversion Shares:

a. the number of Canary Capital Shares to be issued is 24,582,681 Shares

b. the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
c. the deemed issue price will be $0.0056 per share;
d. the Shares will be issued to Canary Capital Pty Ltd or its nominee;
e. the Shares will rank pari passu with the other Shares on issue and be issued on the same terms as the other Shares on issue;
f. The Shares are being issued under a Loan Agreement that the Company has entered into with to Canary Capital in consideration for the principal amount of the loan together with interest payable on the principal amount of the loan up to 30 June 2020. The interest rate is 10% per annum;
g. no funds will be raised by the Company in respect of the issue of the Shares, however the issuance of the Shares will result in repayment of the principal amount and the interest payable on the Canary Capital Loan up to 30 June 2020;
h. a voting exclusion statement is contained in the Notice of Meeting for Resolution 20.

20.2 Interests and Recommendations of Directors

None of the current Board members have a material personal interest in the outcome of Resolution 20. Based on the information available, including that contained in this Explanatory Statement, all of the Directors recommend that the Shareholders vote in favour of Resolution 20.

21. Resolution 21 – Issue of Conversion Shares to Non-Related Party Investors

21.1 Background

In June 2020 the Company issued 600,000 convertible notes convertible to Shares at a conversion price of $0.005 raising $600,000 ( Debt Raising ). The notes accrue no interest for the first 60 days and 10% interest per annum thereafter and have a term of 16 months. Conversion of convertible notes to Shares is subject to Shareholder approval. If Shareholders do not approve the conversion to Shares, the principle amount and interest will be payable to the note holders upon maturity.

Resolution 21 seeks approval for the issue of 120,000,000 Shares to non-related party investors upon conversion of 600,000 convertible notes (each with a face value of $1) held by non-related party investors.

21.2 ASX Listing Rule 7.1

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period, without the prior approval of Shareholders.

Accordingly, approval is sought for the issue of Shares to non-related parties of the Company that participated in the Debt Raising.

21.3 Information required by ASX Listing Rule 7.3

In compliance with the information requirements of Listing Rule 7.3, Shareholders are advised of the following particulars of the allotment and issue contemplated by Resolution 21:

Maximum number of securities	120,000,000 Shares.
to be issued

Date of issue	If Shareholder approval is obtained, the issue of the Shares will occur no later than three months after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules).

Issue price per security	The Shares will be issued at a deemed issue price of A$0.005 (0.5 cents) per Share.

Terms of issue	The Shares will rank pari passu with the other Shares on issue and will be on the same terms as the other Shares on issue.
Persons to whom	45,000,000 Shares will be issued to Goldfire Enterprises Pty Ltd or its nominees. 75,000,000 Shares will be issued to sophisticated and professional investors who are clients of Canary Capital, none of whom are related parties of the Company.
securities will be issued

Intended use of funds	No funds will be raised by the Company in respect of the issue of the Conversion Shares, however it will result in full repayment of the Debts Payable. Funds raised from the initial placement of the Convertible notes will be used for working capital, to fund ongoing product development, commercialisation and marketing specifically in relation to the Company’s launch of its payments platform service.

Justyn Stedwell Company Secretary On behalf of the Board of Directors Cirralto Limited

Schedule 1 - Definitions

In the Notice of Meeting and Explanatory Statement the following terms have the following meanings:

AEST means Australian Eastern Standard Time.

ASIC means the Australian Securities and Investments Commission.

ASX means the ASX Limited ABN 98 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited.

ASX Listing Rules means the listing rules of ASX.

Board means the board of directors of the Company.

Chair means the person appointed to chair the Meeting of the Company convened by the Notice.

Company or Cirralto means Cirralto Limited ABN 67 099 084 143.

Constitution means the constitution of the Company.

Corporations Act means Corporations Act 2001 (Cth).

Director means a current director of the Company.

Equity Security means a Share or any security convertible into a Share including Convertible Notes and Options.

Explanatory Statement means the explanatory statement to this notice of general meeting.

Listing Rules means the listing rules of ASX.

Meeting means the General Meeting of the Shareholders of the Company to be held on 24 July 2020, to which the Notice of Meeting and Explanatory Statement relate.

Notice or Notice of Meeting means this notice of General Meeting of the Company dated 23 June 2020.

Option means an option to acquire a Share.

Proxy Form means the proxy form attached to the Notice.

Relevant Interest has the meaning given in section 608 of the Corporations Act.

Resolution means a resolution referred to in the Notice.

Section means a section of the Explanatory Statement

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

Shareholder means a holder of Shares.

VWAP means the volume-weighted-average-price of the Shares as traded on ASX.

All references to currency are in Australian dollars unless otherwise specified.

Annexure A – Terms of Issue of Options

a) Each Option entitles its holder to subscribe in cash for one Share.
b) Each Option is exercisable at its exercise price at any time prior to the Expiry Date by completing an option exercise form and delivering it, together with payment for the number of Shares in respect of which the Option is exercised, to the registered office of the Company. Any Option that has not been exercised prior to the Expiry Date automatically lapses.
c) An Option automatically lapses without any claim against the Company on the occurrence of any of the following events:
a. upon the bankruptcy, liquidation or winding up of the holder or the happening of any other event that results in the holder being deprived of the legal or beneficial ownership of the Option; or
b. upon the liquidation or winding up of the Company for any reason other than by the way of members’’ voluntary winding up.
d) The Company will not apply for official quotation by ASX of the Options.
e) Subject to the Corporations Act, the ASX Listing Rules, and the constitution of the Company, each Option is freely transferable.
f) Shares issued upon the exercise of the Options will rank pari passu with the Company’s existing Shares.
g) The Company will apply for official quotation by ASX of the Shares issued upon exercise of Options, subject to any restriction obligations imposed by ASX.
h) The Options will not give any right to participate in dividends unless and until Shares are issued upon exercise of the relevant Options.
i) There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the life of the Option. The Company will ensure that holders will be given at least seven business days’ notice to allow for the exercise of Options prior to the record date in relation to any offers of securities made to Shareholders.
j) In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the Expiry Date, the number of Options or the rights attaching to the Options or both will be reconstructed in accordance with the ASX Listing Rules applying to a reorganisation of capital at the time of the reconstruction.
k) If there is any inconsistency between any of the preceding terms and conditions and the ASX Listing Rules, then the ASX Listing Rules prevail to the extent of the inconsistency.

Annexure B – Events of Default under the terms of the Convertible Securities Agreement with Obsidian

Each of the following constitutes an Event of Default.

(a) The Company fails to repay the Redemption Amount in respect of the Debt to Obsidian on or before the day which is 70 days after the Advance Date.
(b) The Company fails to repay the Redemption Amount in respect of the Convertible Securities to Obsidian in cash on the Maturity Date.
(c) The Company fails to repay the Redemption Amount in respect of the number of Convertible Securities specified in an Early Redemption Notice on or before the day which is 10 Business Days after the date on which the Company gives the Early Redemption Notice.
(d) The Company breaches or otherwise fails to comply in full with any of its material obligations under any Transaction Document (and does not cure that breach or failure within 5 Business Days of notice of it by Obsidian) or any event of default (however described) occurs under any Transaction Document.
(e) Any of the Materials is inaccurate, false or misleading in any material respect (including by omission), as of the date on which it is made or delivered.
(f) A Group Company is, admits that it is, is declared by a court of competent jurisdiction to be, or is deemed under any applicable Law to be, insolvent or unable to pay its debts as and when they become due.
(g) A Group Company is served with a statutory demand (in accordance with Division 2 of Part 5.4 of the Corporations Act) or a foreign equivalent that is not set aside within 10 Business Days.
(h) A controller within the meaning of section 9 of the Corporations Act, administrator or similar officer is appointed over all or any of the assets or undertaking of any Group Company or any formal step preliminary to such appointment is taken.
(i) An application or order is made, a proceeding is commenced, a resolution is passed or proposed in a notice of meeting, or an application to a court or other steps are taken, for the winding up or dissolution of any Group Company, or for any Group Company to enter an arrangement, compromise or composition with, or assignment for the benefit of, any of its creditors.
(j) A Group Company ceases, suspends, or indicates that it may cease or suspend, the conduct of all or a substantial part of its business; or disposes, or indicates that it may dispose, of a substantial part of its asset.
(k) A Group Company takes action to reduce its capital or pass a resolution referred to in section 254N(1) of the Corporations Act.
(l) Any Convertible Securities or Obsidian’s Shares are not issued to Obsidian within 2 Business Days of the Purchase Date or Conversion Notice Date (as relevant).

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AI assistant

SPENDA LIMITED — Proxy Solicitation & Information Statement 2020

65849_rns_2020-06-22_752bcca6-57af-43a3-8a6c-66be550ddb3b.pdf

CIRRALTO LIMITED

Notice of General Meeting

Cirralto Limited ABN 67 099 084 143

Notice of General Meeting

1. Agenda for the Meeting

Resolution 1 – Issue of Shares to related party – Mr. Peter Richards in lieu of fees payable

Resolution 2 – Issue of Shares to related party – Mr. Howard Digby in lieu of fees payable

Resolution 3 – Ratification of Prior Issue of Shares under Listing Rule 7.1

Resolution 4 – Ratification of Prior Issue of Shares under Listing Rule 7.1A

Resolution 5 – Ratification of Issue of Conversion Shares to Non-related Parties

Resolution 6 – Approval of Issue of Shares to Related Party - Participation in Placement - Mr. Peter Richards

Resolution 7 – Approval of Issue of Shares to Related Party - Participation in Placement – Mr. Adrian Floate

Resolution 8 – Approval of Issue of Shares to Related Party - Participation in Placement – Mr. Howard Digby

Resolution 9 – Approval of Issue of Shares to Related Party - Participation in Placement – Mr. Francis DeSouza

Resolution 10 – Approve the issue of up to 1,000,000,000 Shares

Resolution 11 – Approve the issue of 4,500,000 Options to Howard Digby

Resolution 12 – Approve the issue of Convertible Notes to Obsidian Global GP, LLC

Resolution 13 – Approve the issue of Collateral Shares to Obsidian Global GP, LLC

Resolution 14 – Approve the issue of Options to Obsidian Global GP, LLC

Resolution 15 – Issue of Shares to related party – Appstablishment Pty Ltd in lieu of fees payable

Resolution 16 – Approval of Issue of Shares to Related Party - Baga River Pty Ltd

Resolution 17 – Approval of Issue of Shares to Temorex Pty Ltd

Resolution 18 – Approve the issue of 4,500,000 Shares to Canary Capital Pty Ltd

Resolution 19 – Approve the issue of Options to Canary Capital Pty Ltd

Resolution 20 – Approve the issue of 24,582,681 Shares to Canary Capital Pty Ltd

Resolution 21 – Issue of Conversion Shares to Non-Related Party Investors

2. Determination of voting entitlement

3. Votes

4. Proxies

5. Questions and Comments by Shareholders

EXPLANATORY STATEMENT

1. Introduction to the Resolutions

2. Resolution 1 – Issue of Shares to related party – Mr. Peter Richards in lieu of fees payable

2.1 Purpose of Resolution 1

2.2 Chapter 2E of the Corporations Act and ASX Listing Rule 10.11

2.3 Technical Information required by ASX Listing Rule 10.13

3. Resolution 2 – Issue of Shares to related party – Mr. Howard Digby in lieu of fees payable

3.1 Purpose of Resolution 2

3.2 Chapter 2E of the Corporations Act and ASX Listing Rule 10.11

3.3 Technical Information required by ASX Listing Rule 10.13

4. Resolutions 3 and 4 – Ratification of Prior Issue of Shares under Listing Rule 7.1 and 7.1A

4.1 General

4.2 Resolution 3 – ASX Listing Rule 7.1

4.3 Resolution 4 – ASX Listing Rule 7.1A

4.4 Technical information required by ASX Listing Rule 7.4

4.5 Interests and Recommendations of Directors

5. Resolution 5 – Ratification of Issue of Conversion Shares to Non-related Parties

5.1 General

5.2 ASX Listing Rule 7.1

5.3 Technical information required by ASX Listing Rule 7.5

5.4 Interests and Recommendations of Directors

6. Resolution 6 – Approval of Issue of Placement Shares to Related Party – Peter Richards

6.1 General

6.2 Chapter 2E of the Corporations Act and ASX Listing Rule 10.11

6.3 Technical Information required by ASX Listing Rule 10.13

6.4 Interests and Recommendations of Directors

7. Resolution 7 – Approval of Issue of Placement Shares to Related Party – Adrian Floate

7.1 General

7.2 Chapter 2E of the Corporations Act and ASX Listing Rule 10.11

7.3 Technical Information required by ASX Listing Rule 10.13

7.4 Interests and Recommendations of Directors

8.2 Chapter 2E of the Corporations Act and ASX Listing Rule 10.11

8.3 Technical Information required by ASX Listing Rule 10.13

8.4 Interests and Recommendations of Directors

9. Resolution 9 – Approval of Issue of Placement Shares to Related Party – Francis DeSouza

9.1 General

9.2 Chapter 2E of the Corporations Act and ASX Listing Rule 10.11

9.3 Technical Information required by ASX Listing Rule 10.13

9.4 Interests and Recommendations of Directors

10. Resolution 10 – Approve the issue up to 1,000,000,000 Shares

10.1 General

10.2 Information required by ASX Listing Rule 7.3

10.3 Interests and Recommendations of Directors

11. Resolution 11 – Approve the issue of 4,500,000 Options to Howard Digby

11.1 Chapter 2E of the Corporations Act

11.2 ASX Listing Rule 10.11

11.3 Information required by ASX Listing Rule 10.13

SPENDA LIMITED Proxy Solicitation & Information Statement 2020