YOWIE GROUP LTD — Capital/Financing Update 2013

Dec 4, 2013

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ABN 98 084 370 669

5 December 2013

ASX Market Announcements ASX Limited 20 Bridge Street Sydney NSW 2000

Appendix 3B

Yowie Group Limited ( Yowie or the Company ) is pleased to announce that pursuant to the Prospectus dated 18 November 2013, the Company has today issued 19,764,689 ordinary fully paid shares ( Shares ) at an issue price of $0.17, raising an amount of $3,359,997 (before expenses).

The Shares have been issued under the Company’s available placement capacity under ASX Listing Rules 7.1 and 7.1A.

In accordance with the requirements of ASX Listing Rule 7.1A.4, the Company advises the following particulars in respect to the issue of 8,317,648 Shares pursuant to ASX Listing Rule 7.1A:

• (a) Details of dilution:

Percentage of issued capital represented by securities issued – 9.98%

Percentage of post-placement issued capital (including Shares issued under rule 7.1) held by pre-placement security holders – 8.07%

Percentage of the post-placement capital held in aggregate by:

Pre-placement security holders who did not participate in the placement – 89.34%

Pre-placement security holders who did participate – 4.87%

Participants in the placement who were not previously security holders – 5.79%

(b)

• Reasons for issue of Shares as a placement under rule 7.1A:

The Company completed the placement under rule 7.1A so as to secure selected sophisticated and professional investors with a long term commitment to the Company, together with other potential value add.

YOWIE GROUP LIMITED Head Office Level 9, 190 St George’s Terrace, Perth Western Australia 6000 PO Box 7315, Perth WA 6850 T +61 8 9486 7066 F +61 8 9486 8066 ABN 98 084 370 669

• (c) Details of any underwriting arrangements:

Not applicable

• (d) Details of other fees:

A fee of 5% is payable on the amount raised.

An Appendix 3B in relation to the issue of the securities is attached.

Yours faithfully

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N J Bassett Company Secretary

YOWIE GROUP LIMITED Head Office Level 9, 190 St George’s Terrace, Perth Western Australia 6000 PO Box 7315, Perth WA 6850 T +61 8 9486 7066 F +61 8 9486 8066 ABN 98 084 370 669

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

Name of entity

Yowie Group Ltd

ABN

98 084 370 669

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	Fully paid ordinary shares
	19,764,689 issued pursuant to prospectus dated 18 November 2013:

3 Principal terms of the[+] securities Fully paid ordinary shares (eg, 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)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

4 Do the[+] securities rank equally in Yes – The Shares will rank equally in all all respects from the date of respects with fully paid ordinary shares allotment with an existing[+] class of currently on issue. 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 $0.17 per share 6 Purpose of the issue Shares were issued to subscribers to the (If issued as consideration for the Prospectus dated 18 November 2013. acquisition of assets, clearly identify those assets) The company is seeking to raise up to $3,500,000 to fund further business development and growth, and advance the ongoing market rollout of the Company’s Yowie products. Full details of the use of funds can be found in the prospectus dated 18 November 2013. 6a Is the entity an[+] eligible entity that Yes 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 21 November 2013 resolution under rule 7.1A was passed

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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. 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 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (_including_the securities in section 2 if applicable)	11,447,041 fully paid ordinary shares	11,447,041 fully paid ordinary shares
	8,317,648 fully paid ordinary shares
	Nil
	Nil
	Yes - Issue date: 5 December 2013 - Prospectus date: 18 November 2013 - Issue price: 17 cents - 15 day VWAP: 20.65 cents - VWAP Source: Miraqle
	N/A
	Rule 7.1 1,049,607 Rule 7.1A 13,450
	5 December 2013
	Number	+Class
	78,951,324# 16,044,375	Fully paid ordinary shares 20 cent options expiring 15 December 2015

This figure will increase to 79,774,870 if all shares offered pursuant to the prospectus dated 18 November 2013 are issued.

• 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)	Number	+Class
	24,124,353 13,754,677 3,500,000 4,200,000	Ordinary Shares – (restricted for 24 months from reinstatement of the Company on the ASX) 20 cent options expiring 15 Dec 2015 (restricted for 24 months from reinstatement of the Company on the ASX) 23.0 cent options expiring 15 Dec 2015 28.5 cent options expiring 30 June 2017 (vesting 30/ 6/2014)

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	The Company may pay dividends to Ordinary shareholders as the Directors resolve.

Part 2 - Bonus issue or 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	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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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 issue 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 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement 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	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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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 +Despatch date	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

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) X 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)

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)

38 Number of securities for which N/A +quotation is sought

39 Class of +securities for which N/A quotation is sought

40 Do the[+] securities rank equally in all N/A respects from the date of allotment 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

• See chapter 19 for defined terms.

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41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) 42 Number and+class of all+securities quoted on ASX (_including_the securities in clause 38)	N/A
	Number	+Class
	N/A

• 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.

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• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

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• There is no reason why those[+] securities should not be granted[+] quotation.

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• 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

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• 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.

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• 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 not available now, 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: N J Bassett Date: 5 December 2013 Company secretary

Print name: Neville John Bassett

• See chapter 19 for defined terms.

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Appendix 3B Page 9

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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

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1	Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue		3,023,432
Addthe following: • Number of fully paid ordinary 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		Issues under an exception to rule 7.2 Nil Issues with Shareholder Approval 17/12/2012 Issue pursuant to prospectus dated 24 Sept 13,827,500 17/12/2012 Issues with shareholder approval granted on 29 Oct 2012 37,385,603 Ordinary shares Issue of ordinary shares to sophisticated investor (26/3/13) 4,000,000 Issue of ordinary shares to sophisticated investor (26/4/13) 1,000,000 Issue of shares pursuant to prospectus (24/June/13) 11,358,336 Issue of shares pursuant to prospectus (6/Aug/13) 7,422,245
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period		Nil
“A”		83,310,988

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

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		12,496,648
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	11,447,041
“C”	11,447,041
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	12,496,648
Subtract“C” Note: number must be same as shown in Step 3	11,447,041
Total[“A” x 0.15] – “C”	1,049,607 [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

Part 2	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” Note: number must be same as shown in Step 1 of Part 1	83,310,988
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	8,331,098
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
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	8,317,648
“E”	8,317,648

7.1A that has already been used
Insertnumber of equity securities issued or	8,317,648
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”	8,317,648

• 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
“A” x 0.10 Note: number must be same as shown in Step 2	8,331,098
Subtract“E” Note: number must be same as shown in Step 3	8,317,648
Total[“A” x 0.10] – “E”	13,450 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 13

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