WISR LIMITED — Share Issue/Capital Change 2017

Jul 12, 2017

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

DirectMoney
Limited

ACN

004
661
205

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 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)	No issue – end of escrow period and request for quotation. Refer Part 3 below

• See
  chapter
  19
  for
  defined
  terms.

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3B
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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? 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 6c Number of+securities issued without security holder approval under rule 7.1

• See
  chapter
  19
  for
  defined
  terms. Appendix
  3B
  Page
  2

04/03/2013

Appendix
3B New
issue
announcement

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 7 +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 +securities quoted on ASX ( including the +securities
in section
2
if
applicable)

• See
  chapter
  19
  for
  defined
  terms.

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3B
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3

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3B New
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announcement

9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	6,500,000 11,675,000 1,500,000 17,500,000	Performance Rights issued with effect from 19 June 2015. Performance Rights issued on 4 September 2015. Performance Rights issued on 18 November 2015. Performance Rights issued on 17 November 2016

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

Part 2 - Pro rata issue

11
to
33 Not
applicable

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

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
4

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Appendix
3B New
issue
announcement

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 139,439,653 +quotation
is
sought 39 +Class
of +securities
for
which Fully
paid
ordinary
shares quotation
is
sought 40 Do
the[+] securities
rank
equally
in Yes;
the
securities
rank
equally
with all
respects
from
the[+] issue
date existing
ordinary
shares. 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 End
of
restriction
period
–
release
from now escrow
on
13
July
2017. Example:
In
the
case
of
restricted
securities,
end of
restriction
period (if
issued
upon
conversion
of another[+] security,
clearly
identify that
other[+] security)

• See
  chapter
  19
  for
  defined
  terms.

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3B
Page
5

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3B New
issue
announcement

• Number +Class

• 42 Number and +class of all 436,925,084 Fully
  paid
  ordinary +securities quoted on ASX shares ( including the[+] securities
  in
  clause 38)

• See
  chapter
  19
  for
  defined
  terms. Appendix
  3B
  Page
  6

04/03/2013

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: 13
July
2017 Company
secretary

Print
name: Leanne
Ralph

==
==
==
==
==

• See
  chapter
  19
  for
  defined
  terms.

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Appendix
3B
Page
7

Appendix
3B New
issue
announcement

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

• Insert number of fully paid[+] ordinary 271,954,175 securities on issue 12 months before the +issue date or date of agreement to issue Add the following: • Number of fully paid[+] ordinary securities 35,939,209 04-Aug-16

• issued in that 12 month period under an exception in rule 7.2 99,837,944 18-Aug-16

• • Number of fully paid[+] ordinary securities issued in that 12 month period with shareholder approval

• • 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 securities cancelled during that 12 month period “A” 407,731,328

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
8

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3B New
issue
announcement

Appendix 3B New issue announcement	Appendix 3B New issue announcement
Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	61,159,699
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • 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	27,155,099 03-Mar-17 2,038,657 29-Mar-17
“C”	29,193,756
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	61,159,699
Subtract“C” Note: number must be same as shown in Step 3	29,193,756
Total[“A” x 0.15] – “C”	31,965,943 [Note: this is the remaining placement capacity under rule 7.1]

• See
  chapter
  19
  for
  defined
  terms.

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Appendix
3B
Page
9

Appendix
3B New
issue
announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities Step 1: Calculate “A”, the base figure from which the placement capacity is calculated “A” 407,731,328 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 40,773,132 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 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” Nil

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
10

04/03/2013

Appendix
3B New
issue
announcement

Appendix 3B New issue announcement	Appendix 3B New issue announcement
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	40,773,132
Subtract“E” Note: number must be same as shown in Step 3
Total[“A” x 0.10] – “E”	40,773,132 Note: this is the remaining placement capacity under rule 7.1A

• See
  chapter
  19
  for
  defined
  terms.

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Appendix
3B
Page
11