XREF LIMITED — Share Issue/Capital Change 2018

Mar 21, 2018

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22 March 2018

Company Announcements Office Australian Securities Exchange

Issue of Options

Xref Limited (ASX:XF1) (Xref or the Company) advises that 2,749,782 options have today been issued under the terms of the Employee Option Plan to 25 of its employees and to the Company’s Chief Financial Officer (CFO). The 249,782 options issued to the employees have an exercise price of $0.66, vest on 5 February 2019 and will expire if not exercised by 5 February 2022. The 2,500,000 options issued to Xref’s CFO have an exercise price of $0.70, vest in three tranches (with the first tranche of 1,000,000 options vesting on 12 February 2018 and expiring if not exercised by 12 February 2021, the second tranche of 750,000 options vesting on 12 February 2019 and expiring if not exercised by 12 February 2022, and the third tranche of 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).

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

Xref Limited

Robert J Waring

Company Secretary

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

As at 22 March 2018, Xref Limited 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.

Xref Limited (ASX:XF1) ABN 34 122 404 666 Suite 14, 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 Options

• be issued

• 2 Number of[+] securities issued or to be issued (if known) or maximum 2,749,782 number which may be issued

• 3 Principal terms of the[+] securities All 2,749,782 options were issued under the

• (e.g. if options, exercise price and expiry date; if partly paid terms of the Employee Option Plan (EOP). +securities, the amount There were 249,782 options issued to

• outstanding and due dates for + employees with an exercise price of $0.66,

• payment; if convertible which vest on 5 February 2019 and will

• securities, the conversion price expire if not exercised by 5 February 2022.

• and dates for conversion) There were 2,500,000 options issued to Xref’s CFO with an exercise price of $0.70, which vest in three tranches (with the first tranche of 1,000,000 options vesting on 12 February 2018 and expiring if not exercised by 12 February 2021, the second tranche of 750,000 options vesting on 12 February 2019 and expiring if not exercised by 12 February 2022, and the third tranche of 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).

• 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? 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 6d Number of +securities issued with security holder approval under rule 7.1A	Any fully paid ordinary shares issued, if and when the options are exercised, will rank equally with the Company’s existing fully paid ordinary shares.
	The 249,782 options issued to the employees have an exercise price of $0.66. The 2,500,000 options issued to the CFO have an exercise price of $0.70. All options were issued for no consideration under the terms of the EOP.
	2,749,782 options issued under the terms of the EOP to 25 of Xref’s employees and its CFO.
	Yes
	The Company received shareholder approval at its Annual General Meeting held on 20 November 2017 under ASX Listing Rule 7.1A.
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6e Number of +securities issued with security holder approval under rule 7.3, or another Not applicable specific security holder approval (specify date of meeting) 6f Number of +securities issued 2,749,782 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 Not applicable 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 Not applicable 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 – 36,683,589 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 22 March 2018 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 + 147,736,127 Fully paid ordinary shares ( including the securities in section 2 if applicable)

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 3

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 the relevant Performance Milestone is one ordinary share for each Performance Right.	Number	+Class
	16,666,666 4,508,909 7,000,000 900,000 1,055,499 249,782 2,500,000	C Class Performance Rights * Options – will expire, if not exercised, by 1 February 2019 – exercise price $0.23 (all of which have 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 $0.70 (2,000,000 of which have vested, 2,500,000 will vest on 25 November 2018 and 2,500,000 will vest on 25 November 2019). Options – will expire, if not exercised, by 25 November 2021. All have an exercise price of $0.70 (all of which have vested, except for 300,000, which vest on 18 August 2018). Options – issued under the EOP, with an exercise price of $0.585 (which vest on 3 July 2018) and will expire if not exercised by 3 July 2021. Options – issued under the EOP, with an exercise price of $0.66 (which vest on 5 February 2019) 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 vesting on 12 February 2018 and expiring if not exercised by 12 February 2021, with 750,000 options vesting on 12 February 2019 and expiring 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 by12 February2023).

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

10 Dividend policy (in the case of a Any fully paid ordinary shares issued on the trust, distribution policy) on the exercise of options will have full increased capital (interests) 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

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

Quotation agreement

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

• 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: 22 March 2018 ~~(Director/~~ Company Secretary) Print name: Robert J Waring

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 6

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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 118,368,906
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities
16,667,667
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 12,500,000
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 Nil
+ ordinary securities cancelled during that
12-month period
“A” 147,536,573
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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”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	22,130,486
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
“C”	200,554
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	22,130,486
Subtract“C” Note: number must be same as shown in Step 3	200,554
Total[“A” x 0.15] – “C”	21,929,932 [Note: this is the remaining placement capacity under rule 7.1]

Part 2

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Rule 7.1A – Additional placement capacity for eligible entities

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Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A” 147,536,573
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 14,753,657
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
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• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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	14,753,657
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	14,753,657 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 10

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