XREF LIMITED — Share Issue/Capital Change 2017

Mar 9, 2017

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10 March 2017

Company Announcements Office Australian Securities Exchange

Issue of Shares on Conversion of B Class Performance Rights

Xref Limited (ASX:XF1) (Xref or the Company) advises that 16,666,667 B Class Performance Rights have converted into 16,666,667 fully paid ordinary shares upon the achievement of the performance milestones set out in the conversion events as approved by the Company’s shareholders at the Extraordinary General Meeting (EGM) held on 26 November 2015, and as detailed in the terms and conditions of these B Class Performance Rights released to ASX on 5 February 2016. These fully paid ordinary shares will be escrowed until 8 February 2018.

The same performance milestones triggered the vesting of 300,000 options with an exercise price of $0.23 and an expiry date of 1 February 2019, and which are escrowed until 8 February 2018.

An Appendix 3B is attached.

Xref Limited

Robert J Waring Company Secretary

Xref Limited (ASX:XF1) ARBN 122 404 666 14 / 13 Hickson Road, Dawes Point, Sydney NSW 2000 Australia Website: xref.global

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)

ARBN

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 Fully paid ordinary shares.

• 2 Number of[+] securities issued or to be issued (if known) or 16,666,667 maximum number which may be issued

• 3 Principal terms of the[+] securities (e.g. if options, exercise price and Fully paid ordinary shares in escrow until expiry date; if partly paid +securities, the amount 8 February 2018, issued on the conversion of 16,666,667 B Class Performance Rights

• outstanding and due dates for payment; if +convertible following the achievement of the required performance milestones.

• securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

4 Do the[+] securities rank equally in all respects from the[+] issue Yes, the securities rank equally with the date with an existing[+] class of Company’s existing fully paid ordinary quoted[+] securities? shares, except that they are escrowed until If the additional[+] securities do 8 February 2018. 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 Refer attached cover letter and item 6 below. 6 Purpose of the issue Part of the purchase consideration of Xref (If issued as consideration for Pty Ltd, as approved at the Company’s EGM the acquisition of assets, clearly held on 26 November 2015. identify those assets) 6a Is the entity an[+] eligible entity that has obtained security Yes 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 The Company received shareholder approval resolution under rule 7.1A was passed at its Annual General Meeting (AGM) held on 25 November 2016 under ASX Listing Rule 7.1A. 6c Number of[+] securities issued without security holder approval None under rule 7.1 6d Number of[+] securities issued with security holder approval None under rule 7.1A 6e Number of[+] securities issued with security holder approval under rule 7.3, or another None specific security holder approval (specify date of meeting)

• See chapter 19 for defined terms.

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6f Number of[+] securities issued 16,666,667 under an exception in rule 7.2 6g If[+] securities issued under rule 7.1A, was issue price at least 75% of 15 Not applicable 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 Not applicable 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 – 29,592,227 complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by 10 March 2017 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 + 53,475,315 Fully paid ordinary shares ( including the securities in section 2 if applicable)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) *The conversion ratio of the Performance Rights into ordinary shares upon achievement of a relevant Performance Milestone is one ordinary share for each Performance Right. They are in escrow until 8 February 2018. An additional 300,000 options vested in March 2017 on the achievement of performance milestones.	Number	+Class
	64,893,591 16,666,667 16,666,666 4,508,909 7,000,000 900,000	Fully paid ordinary shares in escrow until 8 February 2018 A Class Performance Rights C Class Performance Rights Options – will expire, if not exercised, by 1 February 2019 – exercise price $0.23, in escrow until 8 February 2018 (all except 300,000 options vested) ** 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 A$0.70. Options – will expire, if not exercised, by 25 November 2021. All have an exerciseprice of A$0.70.

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

These fully paid ordinary shares have full participation in any future dividends.

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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Entities that have ticked box 34(a)

Questions 35 to 37 are not applicable

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 respects from the[+] issue date with an Not applicable 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 Not applicable 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 quoted on ASX ( including the +securities in clause 38)

• 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: 10 March 2017 ( ~~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 90,273,668
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities Nil
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 28,095,238
shareholder approval
• Number of partly paid [+] ordinary
securities that became fully paid in that Nil
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” 118,368,906
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• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 17,755,336

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 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

“C” Nil

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

“A” x 0.15

17,755,336

Note: number must be same as shown in Step 2

Subtract “C”

Note: number must be same as shown in Step 3

Total [“A” x 0.15] – “C”

Nil 17,755,336 [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

“A” 118,368,906 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 11,836,891

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.

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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	11,836,891
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	11,836,891 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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