STAKK LIMITED — M&A Activity 2024

Sep 26, 2024

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This acquisition will give us a major head start into launching our embedded finance offering, with a core focus on credit-as-a-service in the US market, as well as scale up our presence in Australia and later in the wider Asia Pac region.

Importantly it gives us the opportunity to commercialise the US component of our technology platform we invested so heavily into developing since our founding. Which is a major win for our shareholders."

Material terms of the Proposed Transaction

The Company has entered into a binding share purchase agreement (SPA) with the shareholders of R-DBX listed in Schedule 1 (Vendors) to acquire 100% of the stock on issue in R-DBX in consideration for:

• the issue of 892,823,759 fully paid ordinary shares in the capital of the Company (DOU Shares) $(a)$ at a deemed issued price of A$0.005 per DOU Share (Consideration Shares); and
• $(b)$ three tranches of performance consideration in R-DBX, with the quantum of performance consideration to be determined based on the achievement of revenue criteria (Performance Consideration).

The Company confirms that the Vendors are not persons to which Listing Rule 10.1 applies. Further information regarding the material terms of the Proposed Transaction is set out in Schedule 1.

In-principle confirmation has been received from the ASX that Listing Rules 11.1.2 and 11.1.3 do not apply to the Proposed Transaction.

Funding

To fund the negative cash flow of the Company, together with specified and approved working capital requirements, the Company has entered into a convertible loan deed (CLD) with Relentless Fintech Partners, Inc. (Relentless Fintech), a corporation incorporated in accordance with the laws of Delaware, in the United States of America.

The Company confirms that Relentless Fintech and its associates are not persons to which Listing Rule 10.1 applies, nor is Relentless Fintech a related party of R-DBX or the Vendors.

The Company's obligations under the CLD will be secured by a general security deed over the Company and its assets, and the Company's subsidiaries.

Under the CLD, Relentless Fintech will make available a facility of US$650,000 (A$1,000,000 based on AUD1.00 = USD0.65) (Loan). The Loan will be convertible into DOU Shares at Relentless Fintech's election, subject to shareholder approval.

Further information regarding the material terms of the CLD is set out in Schedule 2.

Board and management changes

On signing of the SPA, it is proposed that:

• $(a)$ Mr Derek Hall shall resign as a non-executive director of DOU, but will remain as Company Secretary of DOU;
• Mr Arthur Lo shall be appointed as a Non-Executive Director of DOU; and $(b)$
• $(c)$ R-DBX Vendor and Executive, Mr Nikhil Ghanekar, shall be appointed as Chief Financial Officer of DOU.

Mr Arthur Lo has more than 20 years of expertise in financial services, Arthur Lo serves as a partner at SeedSpace Venture Capital, an Australian firm specialising in emerging FinTech ventures. Combining sharp investment acumen with operational experience, Arthur has successfully led the setup, management, and growth of funds and asset vehicles across global markets.

His deep expertise in technology and finance places him at the forefront of the FinTech revolution. Arthur excels at providing strategic insights that drive innovation, scale emerging businesses and unlock value for entrepreneurs and investors alike.

Mr Nikhil Ghanekar serves as the Chief Financial Officer (CFO) of Urban FT, which is recognized as one of the most progressive and successful FinTech companies in the Financial Services industry today, and is responsible for financial reporting, budgeting, and operational cash management. Prior to joining Urban FT, he held senior roles with The Walt Disney Company and Grant Thornton, LLP. Directly before joining Urban FT, he served as Head of Accounting and Finance for Wipit, a mobile wallet and prepaid card provider to telcos. During his time at Wipit, he led the growth of the finance team by creating processes and procedures, accounting systems implementation, and cost savings initiatives.

On settlement of the Proposed Transaction (Settlement), it is proposed that R-DBX will nominate two nominees to join the Board of Directors of DOU (DOU Board). In addition to the above changes, on and from the execution of the CLD until the maturity date of the Loan, Relentless Fintech shall have the right to appoint a nominee to the DOU Board.

Shareholder approvals

The Company intends to convene a general meeting to seek shareholder approval for the Proposed Transaction (General Meeting) including to seek shareholder approval to:

• $(a)$ issue the Consideration Shares to the vendors of R-DBX pursuant to Listing Rule 7.1; and
• $(b)$ change the Company's name to "Stakk Limited".

It is proposed that the Company will seek shareholder approval to issue the Shares to Relentless Fintech on conversion of the Loan at a separate general meeting following an election to convert by Relentless Fintech pursuant to the CLD.

Capital structure

The proposed capital structure of the Company on Settlement is set out in Schedule 3.

Next steps

DOU shareholders do not need to take any action at this stage.

A notice of meeting seeking shareholder approval for the matters noted above as they relate to the Proposed Transaction will be circulated to shareholders in due course.

This announcement has been approved for release on ASX by the Board of Directors.

$-End-$

About Douugh

Douugh is an award winning fintech company on a mission to enable more efficient money management through its embedded finance platform technology, which it is commercialising via a B2C and B2B offering. The Company is Founded and led by CEO Andy Taylor, previously the Founder of SocietyOne.

For more information contact:

Investor

info@douugh.com

Media

press@douugh.com

Disclaimer

Some of the statements appearing in this announcement may be in the nature of forward-looking statements. You should be aware that such statements are only predictions and are subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to the industries in which the Company operates and proposes to operate as well as general economic conditions, prevailing exchange rates and interest rates and conditions in the financial markets, among other things. Actual events or results may differ materially from the events or results expressed or implied in any forward-looking statement. No forward-looking statement is a guarantee or representation as to future performance or any other future matters, which will be influenced by a number of factors and subject to various uncertainties and contingencies, many of which will be outside the Company's control. The Company does not undertake any obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after today's date or to reflect the occurrence of unanticipated events. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions or conclusions contained in this announcement. To the maximum extent permitted by law, none of the Company, its Directors, employees, advisors or agents, nor any other person, accepts any liability for any loss arising from the use of the information contained in this announcement. You are cautioned not to place undue reliance on any forward-looking statement. The forward-looking statements in this announcement reflect views held only as at the date of this announcement. This announcement is not an offer, invitation or recommendation to subscribe for, or purchase securities by the Company. Nor does this announcement constitute investment or financial product advice (nor tax, accounting or legal advice) and is not intended to be used for the basis of making an investment decision. Investors should obtain their own advice before making any investment decision.

Parties	Douugh Ltd (ACN 108 042 593) (DOU)
	AND
	Radical DBX, Inc. (EIN 93-4813022) (R-DBX)
	AND
	Open Fintech, LLC;
	Banyan Fintech Holdings (NA), LLC, As Trustee for the Banyan Technology Trust (AU);
	Nikhil Ghanekar and Ami Ghanekar, as joint Trustees for the Ghanekar Family Trust;
	Siddharth Parekh; andUri Fastag
	(together, the Vendors).
Proposed	DOU agrees to acquire and the Vendors each agree to sell 100% of the common stock
Transaction	in R-DBX on issue (R-DBX Shares), free from encumbrances, subject to thesatisfaction of the Conditions Precedent set out below and otherwise on the termsand conditions set out in the SPA (Proposed Transaction).
Effective Date	Notwithstanding the date of settlement of the Proposed Transaction, the Partiesintend for the Effective Date of the Acquisition to be October 1, 2024.
ConsiderationShares	At settlement of the Acquisition (Settlement) DOU agrees to issue to the Vendors (ortheir respective nominees) an aggregate of 892,823,759 fully paid ordinary shares inthe capital of DOU (DOU Shares) (issued at a deemed issued price of A$0.005 perDOU Share) (Consideration Shares).
PerformanceConsideration	Subject to Settlement occurring, R-DBX agrees within 30 days of each CalculationDate (defined below) to issue the Vendors Performance Consideration in theirrespective proportions, as follows:
	First Calculation Date: Within 30-days of 1 January 2025, R-DBX will(a)calculate, and immediately issue any Performance Consideration that maybe due to the Vendors in accordance with the Performance Formula;
	Second Calculation Date: Within 30-days of 1 January 2026, R-DBX will(b)calculate, and immediately issue any Performance Consideration that maybe due to the Vendors in accordance with the Performance Formula; and
	Third Calculation Date: Within 30-days of 1 January 2027, R-DBX will(c)calculate, and immediately issue any Performance Consideration that maybe due to the Vendors in accordance with the Performance Formula,
	(each, a Calculation Date ).
	For the purposes of this clause, Performance Consideration will be calculated inaccordance with the following Performance Formula:
	$\left \left( \right 4 \times \right $ Revenue of R-DBX as at the respective Calculation Date) – (the total value of theAggregate Consideration paid to the Vendors as at the respective Calculation Date))
	Revenue = the audited revenue from ordinary activities (excluding one-off orextraordinary revenue items, revenue received in the form of government grants,allowances, rebates or other hand-outs or revenue or profit that has been"manufactured" to achieve the performance milestone) for the R-DBX Business forthe relevant Calendar Year.

	Calendar Year = 1 January to 31 December.
	Aggregate Consideration = the total deemed value of the Consideration Sharesdelivered to the Vendors at Settlement, in addition to any Performance Considerationpaid on one or more of the Calculation Dates.R-DBX shall disclose the Revenue to R-DBX's auditors for independent validation as
	soon as the accounts for the relevant period have been finalised. The issuance ofPerformance Consideration after each Vesting Date will occur as soon as practicableafter the Revenue has been reviewed and determined by R-DBX's auditors.
	The Parties agree that any Performance Consideration that becomes due shall, incompliance with the laws in the State of Delaware, and in accordance with the Bylawsof R-DBX, be payable to the Vendors in the form of new R-DBX Shares, issued at parvalue of US$0.0001 each, to a maximum of 1,008 R-DBX Shares, based on thefollowing:
	(Performance Consideration due / 2,976.23) = number of R-DBX Shares to be issued.
First Right ofRefusalFor subsequent	Where at any time prior to December 31, 2028 R-DBX shall issue any R-DBX Sharesto any party other than DOU, R-DBX shall cause, by way of updating its Bylaws, thereto exist a right, for a period of 90-days following the issuance of any such R-DBX
shares issued by R- DBX)	Shares, for DOU, in its sole and absolute discretion, to purchase that common sharefrom the holder based on one (1) R-DBX Share being purchased in exchange for theissue of eight hundred and ninety-two thousand, eight hundred and twenty-four(892,824) DOU shares (R-DBX Purchase Shares).
	With exception to any R-DBX Shares to be issued pursuant to the obligations R-DBXshall have in relation to the Performance Consideration, R-DBX shall not be permittedto issue any shares to any party without the resolution of the DOU Board.
	Notwithstanding the above, the parties agree that the maximum aggregate numberof DOU Shares to be issued in accordance with this clause shall be 900,000,000DOU Shares.
ConditionsPrecedent	Settlement is conditional upon the satisfaction or waiver of the following conditionsprecedent (Conditions Precedent):
	DOU approvals: DOU obtaining all necessary shareholder and regulatory(a)approvals pursuant to the ASX Listing Rules, Corporations Act or any otherlaw to allow DOU to lawfully complete the matters set out in the SPA,including, without limitation:
	(i)shareholder approval pursuant to ASX Listing Rule 7.1 for the issueof the Consideration Shares; and
	(ii)ASX confirming that ASX Listing Rule 11.1.3 does not apply to theProposed Transaction;
	R-DBX shareholder approvals or consents: R-DBX obtaining any consents(b)or shareholder approvals that are required under any agreement orconstituent document that is required to complete the ProposedTransaction;
	R-DBX warranties: DOU being satisfied that none of the warranties given(c)by the Vendors become materially untrue, incorrect or misleading prior toSettlement; and
	(d)DOU warranties: R-DBX being satisfied that none of the warranties becomematerial untrue, incorrect or misleading prior to Settlement.

Termination	If the outstanding Conditions Precedent set out above are not satisfied by 5.00pm(WST) on the date which is 45 days from the date of execution of the SPA(Execution Date) (or such other date agreed by the parties in writing), eitherparty can terminate the SPA.
Settlement	Once the Conditions Precedent referred to above have been satisfied, the parties willproceed to complete the transaction in the usual manner.
DOU Board and	On signing of the SPA, it is proposed that:
managementchanges	(a)Mr Derek Hall shall resign as a non-executive director of DOU, but willremain employed as Company Secretary of DOU;
	(b)Mr Arthur Lo shall be appointed as a Non-Executive Director of DOU; and
	(c)Mr Nikhil Ghanekar, shall be appointed as Chief Financial Officer of DOU.
	On Settlement, it is proposed that R-DBX will nominate two nominees to join theBoard of Directors of DOU (DOU Board).
R-DBX boardcomposition	Until the 36-month anniversary of the Effective Date, R-DBX will maintain 4 directors,two of which may always be a nominee of DOU, and the remaining two beingnominees of the Vendors. The nominees will comprise:
	(a)Nominees of DOU:
	Bert Mondello; and(i)
	(ii)Andrew Taylor.
	Two nominees of R-DBX to be advised by R-DBX prior to Settlement.(b)
DOU Warranties	The SPA contains representations and warranties by DOU considered standard foran agreement of its nature and also includes some specific warranties, including thatDOU agrees that, prior to Settlement, it will procure that 50% of the debt owed tocertain creditors, being an aggregate A$457,935 (out of a total outstanding amountof A$915,870 as at 31 August 2024 (Amount Owing)), will be converted to DOU Shares(issued at a deemed issued price of A$0.005 per DOU Share), and that the balanceof the Amount Owing will be extinguished or written off.
Other terms	The SPA otherwise contains provisions considered standard for an agreement of itsnature (including representations and warranties and confidentiality provisions).

Parties	Douugh Ltd (ACN 108 042 593) (Borrower)IAND
	Relentless Fintech Partners, Inc., (Lender)
Loan	The Lender agrees to make a convertible loan of up to US$650,000 available to theBorrower on the terms set out below.
Initial Drawdown	On or before the date which is 21 days after the execution date under the(a)SPA, the Lender and the Borrower must determine, in good faith, theamount of the initial Drawdown amount (Initial Drawdown), but anticipatethe amount of the Initial Drawdown being at least A$350,000.

	(a)	The parties agree that the Initial Drawdown is to be provided to theBorrower on settlement occurring under the SPA or such earlier dateagreed to by the Lender.
Drawdown		Subject to the above paragraph and the terms of the CLD, the Borrower may drawdown on the Loan on or before the 25th day of each month during the term of theLoan (Drawdown) by giving written notice of its intention to do so to the Lender, inaccordance with the terms of the CLD.
Purpose		The Borrower agrees to apply the Loan entirely and exclusively to fund the negativecash flow of the Borrower, together with specified and approved working capitalrequirements of the Borrower, during the term of the Loan.
Maturity Date	(a)The maturity date occurs on the earlier of:
	(i)	if settlement does not occur under the SPA on or before 30November 2024, 31 December 2024;
	(ii)1 July 2026;
	(iii)or	the date that the Borrower completes one or more equity raisesfor greater than five million dollars (A$5,000,000) in aggregate;
	(iv)	20 Business Days after a Event of Default (defined below) by theBorrower under the terms of the Loan and where such Event ofDefault subsists and has not been remedied by the Borrowerwithin the 20 Business Day timeframe,
	(Maturity Date).1.
	As related to paragraph (a)(iii) above and only where the Borrower receives(b)a binding offer of equity greater than one million dollars (A$1,000,000) in asingle investment, and where the terms of that offer shall reasonably requirethe Maturity Date of this Loan be extended by 12-months, the Lender shallbe agreeable to modify the CLD accordingly.
General Security Deed		On or prior to the execution date, the Borrower and the Lender must enter into ageneral security deed, pursuant to which the Borrower will grant the Lender a firstranking fixed and floating charge over all of the business and assets of the Borrower,including its subsidiaries (GSD). Drawdown is subject to compliance with the GSD.
Conversion	$\left( 0\right)$	Prior to the Maturity Date, the Lender may elect at its discretion to convertall, or part of, the amount drawn down and any interest accrued (together,the Outstanding Moneys) subject to approval by the Borrower'sshareholders at a general meeting (Shareholder Approval), into fully paidordinary shares in the capital of the Borrower (DOU Shares) by providingthe Borrower notice in writing of such an election as follows:
	(i)and	at any time during the first 18 months of the Loan, the Lender mayconvert part, or all, of the Outstanding Moneys into DOU Sharesat a deemed issue price of A$0.005 per DOU Share (Initial Term);
	(ii)	following the Initial Term and prior to the Maturity Date, theLender may convert part, or all, of the Outstanding Monies intoDOU Shares at a deemed issue price which is equal to a 20%discount to the volume weighted average price of DOU Shares onthe 20 days on which DOU Shares have traded on the ASX

	immediately prior to the Lender providing written notice to theBorrower of an election to convert, as set out above.
	(d)If the Lender elects to convert the Outstanding Monies into DOU Shares,the number of DOU Shares to be issued shall be determined by convertingthe Outstanding Monies into AUD at the exchange rate (being the lower ofAUD1.00 = USD0.65 and the exchange rate of Australian dollars to UnitedStates' dollars as published by the Reserve Bank of Australia on its website(https://www.rba.gov.au/statistics/frequency/exchange-rates.html) on thedate such issue is made.
	If the Lender elects to convert the Outstanding Monies into DOU Shares in(e)accordance with this clause, failure by the Borrower to (a) seek and obtainthe Shareholder Approval and/or (b) allot and issue the Shares shall be adeemed "Event of Default" under the CLD.
Interest	Interest is to be calculated and accrued monthly, on a compound basis, on amountsdrawn down under the Loan (and accrued interest) at an interest rate of10%, commencing on the execution of the CLD. Interest is payable in cashon repayment or in DOU Shares if the Loan is converted as set out above.
Repayment	If the Lender does not elect to convert the Outstanding Monies into DOU Shares onor before the Maturity Date, the Company must repay the Outstanding Moneys in fullto an account nominated by the Lender in writing by 5:00pm (AWST) within 10business days of the Maturity Date.
Board nominee	On and from the execution of the CLD, until the Maturity Date, the Lender shall havethe right to appoint a nominee of the Lender to the DOU Board, with suchappointment being effected within 10 business days of the Lender making thenomination.
Undertakings	The CLD requires the Borrower to provide standard undertakings including (but notlimited to) the provision of company information, the provision of financial accounts,compliance with applicable laws and the provision of notice of litigation and defaultevents. The CLD also requires the Borrower to provide negative covenants including$ $ requiring the Borrower not to take any action which constitutes or results in anymaterial alteration to the nature of the Borrower's business or constitution, create orpermit to subsist any security interest over all or any part of its assets (other than thesecurity interest granted pursuant to the GSD), not pay or declare any dividends or$ $ distribution (without prior consent of the Lender) and not deposit money or invest in $,$or with any person except in the ordinary course of the Borrower's business and onordinary commercial terms, except for investment into share capital in connectionwith establishment of a subsidiary company or a special purpose vehicle.
Events of Default	The CLD includes standard events of default including (but not limited to) if theBorrower is unable to convert the Loan as set out above (including if the Borrowerfails to obtain Shareholder Approval), if an insolvency event occurs, if the Borrowerfails to pay an amount within the specified timeframe (and this is not remedied), if arepresentation and warranty becomes untrue or is incorrect, if any of theundertakings required to be provided by the Borrower are breached.
Other terms	The CLD otherwise contains provisions considered standard for a deed of its nature(including representations and warranties and confidentiality provisions).

Douug

SCHEDULE 3-INDICATIVE ISSUED CAPITAL OF DOU AT SETTLEMENT

#	ITEM	NUMBER OF DOUSHARES
	Shares on issue as at the Execution Date	1,082,068,920
$\overline{2}$ .	Options on issue as at the Execution Date	97,475,888
3.	Performance Shares on issue as at the Execution Date	25,000,000
4.	Performance Rights on issue as at the Execution Date	45,300,000
5.	TOTAL SHARES ON ISSUE AT THE EXECUTION DATE (UNDILUTED)	1,082,068,920
6.	TOTAL SHARES ON ISSUE AT THE EXECUTION DATE (DILUTED)	1,249,844,808
7.	R-DBX Consideration Shares	892,823,759
8.	R-DBX First Right of Refusal Shares 1	900,000,000
9.	Creditor Conversion Shares 2	91,587,000
10 1	TOTAL SHARES ON ISSUE AT SETTLEMENT (UNDILUTED)	2,966,479,679
11.	TOTAL SHARES ON ISSUE POST SETTLEMENT (DILUTED)	3,134,255,567

Notes:

• $\mathcal{I}$ Assuming all 900 million Shares are issued under the "First Right of Refusal (For subsequent shares issued by R-DBX)" clause summarised in Schedule 1. The Company notes that it is unlikely that the 900 million Shares are issued at Settlement, given that the Performance Consideration milestones will not be achieved by this time.
• It is proposed that DOU will convert 50% of the debt owed by DOU to certain creditors (A$457,935) into DOU Shares $2.$ (issued at a deemed issued price of A$0.005 per DOU Share) prior to Settlement.