XREF LIMITED — Capital/Financing Update 2019

Dec 19, 2019

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20 December 2019

Company Announcements Office Australian Securities Exchange

Issue of Shares under Placement

Xref Limited (ASX:XF1) (Xref or the Company) advises that it has issued 10,593,939 new fully paid ordinary shares to institutional and professional investors under the Placement announced on 16 December 2019. The issue was completed at a price of $0.33 per share and raised $3,496,000 before costs. TMT Partners was corporate adviser and lead manager to the Placement. Funds from the Placement will be used to support further growth of Xref, including additional sales and marketing capability, technology development and working capital requirements, and other general corporate purposes.

An Appendix 3B for the issue of these shares is attached.

Xref Limited

Robert J Waring

Company Secretary

Cleansing Statement – Notice under Section 708A(5)(e)

Xref Limited advises that on 19 December 2019 the Company issued a total of 10,593,939 new fully paid ordinary shares and gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act) that:

1. the Company issued the abovementioned securities without disclosure to investors under Part 6D.2 of the Corporations Act.

2. the Company has complied with the provisions, as they apply to the Company, of Chapter 2M of the Corporations Act and with Section 674 of the Corporations Act; and

3. there is no information:

4. a. that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; or

5. b. that investors and their professional advisors would reasonably require for the purpose of making an informed assessment of the assets and liabilities, financial performance, profits and losses and prospects of Xref Limited, or the rights and liabilities attaching to Xref Limited ordinary shares.

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Xref Limited (ASX:XF1) ACN 122 404 666 Suite 17, Level 3, 13 Hickson Road, Dawes Point, Sydney NSW 2000 Australia, Website: xref.com

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

Xref Limited (ASX:XF1)

ABN

34 122 404 666

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) 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	Fully paid ordinary shares
	10,593,939
	Issue of 10,593,939 fully paid ordinary shares under the Placement at $0.33 per share.
	Yes

• See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

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 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 the 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	$0.33 per share
	The purpose of the issue is set out in the attached letter and in the announcement dated 16 December 2019.
	Yes
	The Company received shareholder approval at its Annual General Meeting held on 29November 2019under ASX ListingRule7.1A.
	Not applicable
	10,593,939
	Not applicable
	Not applicable
	Yes Issue date 19 December 2019; issue price $0.33 and VWAP $0.379 VWAP calculated by the Company from ASX trade price data
	Not applicable – cash consideration

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)		28,917,212	28,917,212	28,917,212
		19 December 2019
		Number		+Class
		178,055,751		Fully paid ordinary shares
		Number		+Class
		16,666,666		C Class Performance Rights – The conversion ratio of the Performance Rights into ordinary shares upon achievement of the relevant Performance Milestone is one ordinary share for each Performance Right. These Performance Rights have an expiry date of 20 January 2021.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Number

+Class

7,000,000 900,000 906,870 194,331 2,500,000 315,664 2,500,000 900,000

Options– 4,500,000 of the Options will expire, if not exercised, by 25 November 2021 and 2,500,000 of the Options will expire if not exercised by 25 November 2022. All have an exercise price of $0.70 (all of which have vested). Options– will expire if not exercised by 25 November 2021. All have an exercise price of $0.70 (all of which have vested). Options– issued under the EOP, with an exercise price of $0.585 (all of which have vested) and will expire if not exercised by 3 July 2021. Options– issued under the EOP, with an exercise price of $0.66 (all of which have vested) and will expire if not exercised by 5 February 2022. Options– issued under the EOP, with an exercise price of $0.70 (with 1,000,000 options of which have vested and will expire if not exercised by 12 February 2021, with 750,000 options of which have vested and will expire if not exercised by 12 February 2022, and with 750,000 options vesting on the later of 12 February 2020 or when the Company achieves cash flow breakeven and expiring if not exercised by 12 February 2023). Options– issued under the EOP, with an exercise price of $0.66 (all of which have vested) and will expire if not exercised by 1 August 2022. Options– issued under the EOP, with an exercise price of $0.70 and will expire if not exercised by 29 November 2022 (1,250,000 of which have vested and 1,250,000 options vest on dates until March 2020). Options– issued under the EOP, with an exercise price of $0.70 (300,000 options of which have vested and expire if not exercised by 3 September 2021, with 300,000 options vested on 3 September 2019 and expiring if not exercised by 3 September 2022, and with 300,000 options vesting on 3 September 2020 and expiring if not exercised by 3 September 2023).

10 Dividend policy (in the case of a The fully paid ordinary shares issued have trust, distribution policy) on the full participation in any future dividends. increased capital (interests)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2 - Pro rata issue

Questions 11 to 33 are 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

• 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)

Questions 38 to 42 are not applicable

• See chapter 19 for defined terms.

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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: 20 December 2019 ( ~~Director/~~ Company Secretary)

Print name: Robert J Waring

== == == == ==

• See chapter 19 for defined terms.

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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

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Insert number of fully paid [+] ordinary
securities on issue 12 months before the 163,585,697
+ issue date or date of agreement to issue
Add the following: Date Number
• Number of fully paid [+] ordinary
31 Jan 2019 1,992,673
securities issued in that 12-month
period under an exception in rule 7.2
• 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 Nil
+ ordinary securities cancelled during that
12-month period
“A” 165,578,370
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• See chapter 19 for defined terms.

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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	24,836,756
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	9 Aug 2019 1,883,442 shares
“C”	1,883,442
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	24,836,756
Subtract“C” Note: number must be same as shown in Step 3	1,883,442
Total[“A” x 0.15] – “C”	22,953,314 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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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

art 2	art 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” Note: number must be same as shown in Step 1 of Part 1	165,578,370
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	16,557,837
Step 3: Calculate “E”, the amount 7.1A that has already been used	of placement capacity under rule
Insertnumber 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	Date Number 19 Dec 2019 10,593,939 shares
“E”	10,593,939

7.1A that has already been used
Insertnumber of+equity securities	Date	Number
issued or agreed to be issued in that 12-
month period under rule 7.1A	19 Dec 2019	10,593,939 shares
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”	10,593,939

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

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	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	16,557,837
Subtract“E” Note: number must be same as shown in Step 3	10,593,939
Total[“A” x 0.10] – “E”	5,963,898 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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