THORNEY OPPORTUNITIES LTD — Capital/Financing Update 2017

Dec 6, 2017

THORNEY OPPORTUNITIES LTD ACN 080 167 264

ASX Announcement: 7 December 2017

ASX Code: TOP

CLEANSING NOTICE UNDER SECTION 708A(5)(e) OF THE CORPORATIONS ACT 2001 (Cth)

Placement

Thorney Opportunities Ltd (TOP or Company) announced on 24 November 2017 that it had completed a Placement of 25,416,666 fully paid ordinary shares (Shares) at 72 cents per Share to unrelated sophisticated investors.

For the purposes of section 708A(5)(e) of the Corporations Act 2001 (Cth) (the Act), the Company advises that:

1. The Shares issued under the Placement have been issued without disclosure to investors under Part 6D.2 of the Act.

2. As at the date of this notice the Company has complied with:

3. a) the provisions of Chapter 2M of the Act as it applies to the Company; and b) section 674 of the Act.

4. As at the date of this notice there is no excluded information of the type referred to in sections 708A(7) and 708A(8) of the Act.

The Appendix 3B New Issue Announcement in relation to the Placement Shares is attached.

Share Purchase Plan (SPP)

Further to the SPP announcement on 23 November 2017 we advise that the SPP will open prior to the end of this year and stay open until on or around 8 February 2018. The SPP booklet will be sent to eligible shareholders in the coming weeks with final details.

An Appendix 3B New Issue Announcement in relation to the SPP Shares will be lodged upon its closure and completion.

Please direct enquiries to:

Craig Smith Company Secretary Email: craig.smith@thorney.com.au Telephone: + 61 3 9921 7116 Website: http://thorneyopportunities.com.au/

Level 39, 55 Collins Street, Melbourne Vic 3000 Telephone + 61 3 9921 7116 Facsimile + 61 3 9921 7100

Appendix 3B New issue announcement

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

THORNEY OPPORTUNITIES LTD

ABN

41 080 167 264

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 Ordinary shares (Shares) be issued 2 Number of[+] securities issued or to 25,416,666 new Shares in the capital of be issued (if known) or maximum Thorney Opportunities Ltd issued pursuant to a number which may be issued Placement to unrelated sophisticated investors 3 Principal terms of the[+] securities Fully paid ordinary shares (e.g. if options, exercise price and expiry date; if partly paid The terms of the Shares are set out in the +securities, the amount outstanding Company’s Constitution and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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Appendix 3B Page 1

Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? 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? 6b The date the security holder resolution under rule 7.1A was passed 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.	Yes, new Shares will rank equally with existing ordinary shares on issue in the Company from issue date
	72 cents per share
	The funds raised under the Placement will be added to the Company’s existing cash reserves and will be available to be deployed to pursue investments, as well as for working capital purposes and to meet costs of the Placement.
	No
	Not applicable
	25,416,666 ordinary shares
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

6h If[+] securities were issued under Not applicable 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 59,417 ordinary shares issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Issue dates 8 December 2017

• 7 +Issue dates Issue dates

Note: The issue date may be prescribed by 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 195,257,224 Ordinary shares +securities quoted on ASX ( including the[+] securities in section 2 if applicable) Number +Class

• 9 Number and +class of all Nil +securities not quoted on ASX ( including the +securities in section 2 if applicable)

• 10 Dividend policy (in the case of a No change

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

• See chapter 19 for defined terms.

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Appendix 3B Page 3

Appendix 3B New issue announcement

Part 2 - Pro rata issue

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 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	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

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	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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Appendix 3B Page 5

Appendix 3B New issue announcement

Part 3 - Quotation of securities

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

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

• See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

Entities that have ticked box 34(b)

• 38 Number of[+] securities for which Not applicable +quotation is sought

• 39 +Class of +securities for which Not applicable quotation is sought

• 40 Do the[+] securities rank equally in all Not applicable 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 Not applicable 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[+] securities Not applicable quoted on ASX ( including the +securities in clause 38)

• See chapter 19 for defined terms.

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Appendix 3B Page 7

Appendix 3B New issue announcement

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.

Sign here: Date: 7 Dec 2017 ( ~~Director/~~ Company Secretary) Print name: CRAIG SMITH

.........................................

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 8

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