YOWIE GROUP LTD — Capital/Financing Update 2016

May 22, 2016

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ABN 98 084 370 669

23 May 2016

ASX Market Announcements ASX Limited 20 Bridge Street Sydney NSW 2000

Appendix 3B and Section 708A(5) Notice

Further to the announcement on 16 May 2016, Yowie Group Limited (“ the Company ” or “ Yowie ”) is pleased to advise that the placement of 35,555,556 ordinary fully paid shares (“ Shares ”) at an issue price of 90 cents per Share (“ Placement ”) has been completed.

The Shares have been issued under the Company’s available placement capacity under ASX Listing Rules 7.1 (26,688,287 Shares) and 7.1A (8,867,269 Shares).

In accordance with the requirements of ASX Listing Rule 7.1A.4, the Company advises the following particulars in respect to the issue of 8,867,269 Shares pursuant to ASX Listing Rule 7.1A:

• (a) Details of dilution:

The dilutive effect of the Placement on existing shareholders of the Company is as follows:

	Shares	Dilution
Shares on issue pre Placement	170,816,819
Shares issued under LR 7.1 capacity	26,688,287	12.9%
Shares issued under LR 7.1A capacity	8,867,269	4.3%
Total Shares on issue post Placement	206,372,375
Total dilution effect		17.2%

• (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.

• (c) Details of any underwriting arrangements:

Not applicable

• (d) Details of other fees:

A fee of 4% is payable on the amount raised.

Head Office

Yowie Group Ltd. Level 45, 108 St Georges Terrace, Perth WA 6000

PO Box 7315, Perth WA 6850 Phone +61 8 9486 7066 Fax +61 8 9486 8066 ABN 98 084 370 669

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ABN 98 084 370 669

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

Section 708A(5) Notice

The Company gives this notice pursuant to Section 708A(5)(e) of the Corporations Act 2001 (the “Act”).

The Shares were issued without disclosure to investors under Part 6D.2, in reliance of Section 708A (5) of the Act.

The Company, as at the date of this notice, has complied with:

• (a) the provisions of Chapter 2M of the Act as they apply to the Company; and (b) Section 674 of the Act.

As at the date of this notice, there is no “excluded information” (as defined in Section 708A(7) and (8) of the Act), required to be disclosed by the Company other than that the Company is actively recruiting for additional management personnel which may result, in due course, in material appointments being announced by the Company.

Yours faithfully

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N J Bassett Company Secretary

Head Office

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Yowie Group Ltd. Level 45, 108 St Georges Terrace, Perth WA 6000

PO Box 7315, Perth WA 6850 Phone +61 8 9486 7066 Fax +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, 04/03/13

Name of entity

Yowie Group Limited

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 Fully paid ordinary shares be issued 2 Number of[+] securities issued or 35,555,556 to be issued (if known) or maximum number which may be issued 3 Principal terms of the Fully paid ordinary shares +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)

• See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

4 Do the[+] securities rank equally Yes – The shares will rank equally in all in all respects from the[+] issue respects with fully paid shares currently on date with an existing[+] class of 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 $0.90 per share 6 Purpose of the issue The funds under the Placement will be used (If issued as consideration for for working capital and, in particular, for the the acquisition of assets, clearly continued rollout of the Yowie product in identify those assets) the US. 6a Is the entity an[+] eligible entity Yes 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 23 November 2015 resolution under rule 7.1A was passed 6c Number of[+] securities issued 26,688,287 without security holder approval under rule 7.1

• See chapter 19 for defined terms.

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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. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	8,867,269	8,867,269
	Nil
	Nil
	Yes: - Issue date: 23 May 2016 - Issue price: $0.90 - 15 day VWAP: $0.923 - VWAP source: IRESS
	N/A
	Rule 7.1: Nil Rule 7.1A: 8,924,922
	20 May 2016
	Number	+Class
	206,372,375	Fully paid ordinary shares

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Number +Class 9 Number and +class of all +securities not quoted on ASX Refer to Annexure A ( including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a The Company may pay dividends to ordinary trust, distribution policy) on the shareholders as the Directors resolve. increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval N/A required? 12 Is the issue renounceable or nonN/A renounceable? 13 Ratio in which the[+] securities N/A will be offered 14 +Class of +securities to which the N/A offer relates 15 +Record date to determine N/A entitlements 16 Will holdings on different N/A registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements N/A in relation to fractions 18 Names of countries in which the N/A entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 offer documents 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 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	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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Appendix 3B New issue announcement

balance?

32 How do security holders dispose of their entitlements (except by sale through a broker)?

N/A

33 +Issue date

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) +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

• See chapter 19 for defined terms.

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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 N/A 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 41 Reason for request for quotation N/A now 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 N/A +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: 23 May 2016. Company Secretary

Print name: Neville John Bassett

• 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

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 the+issue date or date of agreement to issue		145,750,299
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 Refer to Annexure B 31,443,826 Approved by Shareholders Issue of shares 21/7/15 (ratified 6/8/15) 500,000 Issue of shares 10/8/15 (ratified 23/11/15) 227,794
Subtractthe number of fully paid +ordinary securities cancelled during that 12 month period		Nil
“A”		177,921,919

• 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	26,688,287
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	Issue of Shares (23/05/2016): 26,688,287
“C”	26,688,287
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	26,688,287
Subtract“C” Note: number must be same as shown in Step 3	26,688,287
Total[“A” x 0.15] – “C”	Nil [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” 177,921,919 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 17,792,191

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

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Insert number of [+] equity securities issued Issue of Shares (23/05/16): 8,867,269
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” 8,867,269
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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
“A” x 0.10 Note: number must be same as shown in Step 2	17,792,191
Subtract“E” Note: number must be same as shown in Step 3	8,867,269
Total[“A” x 0.10] – “E”	8,924,922 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Annexure A

Number and[+] class of all[+] securities not quoted on ASX ( including the[+] securities in section 2 if applicable)

Number	Class
420,000,000	$0.285options expiring 30June 2017
1,375,000	$0.90 options expiring 31 December 2017
300,000	$1.05options expiring 31 December 2017 (vesting 30 April 2016)
325,000	$1.05options expiring 31 December 2017 (vesting 30 September 2016)
2,800,000	$0.766 options expiring 31 December 2017
1,000,000	$1.05options expiring 31 December 2017 (vesting1 February2016)
825,000	$0.766 options expiring 31 December 2017 (vesting 31 December 2015)
1,125,000	$0.90 options expiring 31 December 2017 (vesting 31 December 2016)
1,275,000	$1.05options expiring 31 December 2017 (vesting 30June 2017)
320,000	$1.15options expiring 31 December 2017 (vesting 30 September 2016)
640,000	$1.25options expiring 31 December 2017 (vesting 30 September 2016)
200,000	$1.51 options expiring24August 2018(vesting24August 2016)
400,000	$1.63options expiring24August 2018(vesting24August 2017)
75,000	$1.40 options expiring8 September 2018(vesting8 September 2016)
125,000	$1.51 options expiring8 September 2018(vesting8 September 2017)
2,991,324	Achievement Award Performance Rights expiring 31 August 2017
320,499	LTI Award Performance Rights expiring 31 August 2017
320,499	LTI Award Performance Rights expiring 31 August 2018

• See chapter 19 for defined terms.

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Annexure B

Issues under an exception to rule 7.2

Issue of ordinary shares on exercise of options (10/6/15) Issue of ordinary shares on exercise of options (26/6/15) Issue of ordinary shares on exercise of options (2/7/15) Issue of ordinary shares on exercise of options (7/7/15) Issue of ordinary shares on exercise of options (16/7/15) Issue of ordinary shares on exercise of options (21/7/15) Issue of ordinary shares on exercise of options (24/7/15) Issue of ordinary shares on exercise of options (29/7/15) Issue of ordinary shares on exercise of options (3/8/15) Issue of ordinary shares on exercise of options (5/8/15) Issue of ordinary shares on exercise of options (6/8/15) Issue of ordinary shares on exercise of options (12/8/15) Issue of ordinary shares on exercise of options (24/8/15) Issue of ordinary shares on exercise of options (10/9/15) Issue of ordinary shares on exercise of options (14/9/15) Issue of ordinary shares on exercise of options (21/9/15) Issue of ordinary shares on exercise of options (29/9/15) Issue of ordinary shares on exercise of options (6/10/15) Issue of ordinary shares on exercise of options (12/10/15) Issue of ordinary shares on exercise of options (21/10/15) Issue of ordinary shares on exercise of options (27/10/15) Issue of ordinary shares on exercise of options (4/11/15) Issue of ordinary shares on exercise of options (17/11/15) Issue of ordinary shares on exercise of options (19/11/15) Issue of ordinary shares on exercise of options (23/11/15) Issue of ordinary shares on exercise of options (30/11/15) Issue of ordinary shares on exercise of options (7/12/15) Issue of ordinary shares on exercise of options (9/12/15) Issue of ordinary shares on exercise of options (11/12/15) Issue of ordinary shares on exercise of options (14/12/15) Issue of ordinary shares on exercise of options (16/12/15) Issue of ordinary shares on exercise of options (18/12/15)

Total

35,000 50,000 4,145,000 43,000 102,999 1,729,101 1,309,565 190,000 105,407 957,500 500,000 107,500 129,985 112,500 1,245,350 85,000 287,999 174,125 1,150,000 207,424 2,057,704 403,930 943,750 3,062,500 829,525 1,410,599 2,232,580 1,603,452 1,417,000 1,109,326 2,961,223 1,014,782

31,443,826

• See chapter 19 for defined terms.

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