TALIUS GROUP LIMITED — Capital/Financing Update 2019

Oct 8, 2019

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

HomeStay Care Ltd

ABN

62 111 823 762

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	Fully paid ordinary shares
	1. 104,249,894 (issued before the record date of the entitlement issue) 2. 599,436,232 (this remains subject to completion of the entitlement issue pursuant to the prospectus dated 9 October 2019 (Prospectus) and is based on the number of shares on issue on the date of the Prospectus and ignores the effects of rounding of fractional entitlements)

• See chapter 19 for defined terms.

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3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) 4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted+securities? If the additional+securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed	Fully paid ordinary shares
	Yes
	$0.005 per share
	1. Funds will be used for expansion of HomeStay market place including investment in existing and new verticals, investment in sales and marketing to expand growth pipeline, technology and business development, and working capital. 2. Funds will be used towards costs of the offer, digital product development, cost of goods sold, operations, sales and marketing and corporate.
	Yes
	28 May 2019

6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements	104,249,894
	Nil
	Nil
	599,436,232 (this remains subject to completion of the entitlement issue pursuant to the Prospectus and is based on the number of shares on issue on the date of the Prospectus and ignores the effects of rounding of fractional entitlements)
	N/A
	N/A
	Under 7.1 – Nil Under 7.1A – 69,499,929 (These capacities remain subject to update on completion of the entitlement issue pursuant to the Prospectus)

• See chapter 19 for defined terms.

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7 +Issue dates 1. 9 October 2019 Note: The issue date may be prescribed by 2. 5 November 2019 ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.

Number +Class 8 Number and +class of all 1,088,686,082 Fully Paid Ordinary +securities quoted on ASX Shares* ( including the +securities in section 2 if applicable)

*599,436,232 fully paid ordinary shares to be issued subject to completion of the entitlement issue under the Prospectus. This is the maximum number of shares to be issued based on the number of shares on issue on the date of the Prospectus and ignoring the effects of rounding of factional entitlements.

** Application for quotation of these 599,436,232 shares is sought in this Appendix 3B.

9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)

Number +Class

143,000,000 167,000,000 2,486,188 80,000,000 4,000,000 4,000,000 4,000,000 2,500,000 Fully paid ordinary shares escrowed to 13 November 2019 Fully paid ordinary shares escrowed until 24 months from the date of quotation Options exercisable at $0.246 expiring 23 June 2020 Options exercisable at $0.03 expiring 13 November 2023, escrowed until 24 months from the date of quotation Options exercisable at $0.05 and expiring 1 August 2022 Options exercisable at $0.065, vesting 1 February 2020, expiring 1 February 2023 Options exercisable at $0.09, vesting 1 February 2021, expiring 1 February 2024 Performance Rights vesting 1 January 2020, expiring 4 June 2022

• Note: a further 200 million deferred consideration shares to be issued to HSC Vendors vesting in equal portions on satisfaction of performance conditions being cumulative revenue of $3m by 19 November 2021; cumulative revenue of $6m by 19 November 2022; cumulative revenue of $9m by 19 May 2023; cumulative revenue of $12m by 19 November 2023, as approved at EGM dated 23 August 2018.

• See chapter 19 for defined terms.

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10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission	No
	Non-renounceable
	3:4
	Fully paid ordinary shares
	15 October 2019
	No
	Rounded up
	China, Hong Kong, Ireland, Monaco, Netherlands, Norway, Switzerland, United Arab Emirates, United Kingdom and United States.
	29 October 2019
	Taylor Collison (ACN: 008 172 450) (AFSL: 247083) (Taylor Collison)
	Taylor Collison will be paid an underwriting fee of 4% of the total amount raised under the offer in the Prospectus (Offer) and a management fee of 2% of the total amount raised under the Offer. Taylor Collison will also be issued, subject to shareholder approval, 10,000,000 options exercisable at $0.015 on or before 3 years from the date of issue.

22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	N/A
	N/A
	N/A
	N/A
	18 October 2019
	10 October 2019
	N/A
	N/A
	N/A
	N/A
	N/A
	5 November 2019

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• See chapter 19 for defined terms.

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• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b) All other[+] securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

• 38 Number of[+] securities for which N/A +quotation is sought

• 39 +Class of +securities for which N/A quotation is sought

• 40 Do the[+] securities rank equally in N/A all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[[+]] security, clearly identify that other[[+]] security)

41 Reason for request for quotation N/A now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[[+]] security, clearly identify that other[[+]] security) Number +Class 42 Number and +class of all N/A +securities quoted on ASX ( including the[+] securities in clause 38)

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

• See chapter 19 for defined terms.

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Sign here:

Sign here: …………………………………................. Date: 9/10/2019 (Company secretary) Print name: Melanie Ross

== == == == ==

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid [+] ordinary 134,999,296 (adjusted for the consolidation
securities on issue 12 months before the approved by shareholders on 23 August 2018)
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities -
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities
560,000,000 shares (post-consolidation) issued
issued in that 12 month period with
on 13 November 2018 with shareholder approval
shareholder approval
obtained on 23 August 2018
• Number of partly paid [+] ordinary -
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid [+] ordinary Nil
securities cancelled during that 12 month
period
“A” 694,999,296
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• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

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“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 104,249,894
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1
that has already been used
Insert number of [+] equity securities issued
or agreed to be issued in that 12 month 104,249,894 shares issued pursuant to this
period not counting those issued: Appendix 3B (9 October 2019)
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
“C” 104,249,894
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 104,249,894
Note: number must be same as shown in
Step 2
Subtract “C” 104,249,894
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” Nil
[Note: this is the remaining placement
capacity under rule 7.1]
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Part 2

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Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A” 694,999,296
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10 69,499,929
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of [+] equity securities issued
or agreed to be issued in that 12 month
0
period under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items
“E” 0
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• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10 Note: number must be same as shown in Step 2	69,499,929
Subtract“E” Note: number must be same as shown in Step 3	0
Total[“A” x 0.10] – “E”	69,499,929 Note: this is the remaining placement capacity under rule 7.1A