ZIMI LIMITED — Capital/Financing Update 2018

Jun 6, 2018

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7 June 2018

ASX Market Announcements ASX Limited 20 Bridge Street Sydney NSW 2000

Section 708A(5) Notice and Appendix 3B

Attached is an Appendix 3B in respect to the issue of 42,746,374 ordinary fully paid shares (“Shares”) and 13,531,800 unlisted options.

The issue of 30,00,0000 Shares on conversion of 30,000,000 Founder Performance Shares follows achievement of the following relevant milestones in satisfaction of vesting criteria:

• (i) 50% upon certification by a recognised and accredited Australian testing facility (such as TUV Rheinland Australia) of Quantify’s retrofittable wall switch and power outlet known as the "Retrofit Switch" which is, as a minimum, able to switch 220-230V AC Power where such certification is:

• (a) for installation in an applicable Australian Standards based wall box powered by the wiring in place; and

• (b) to CISPR15 Standards; and

• (ii) 50% upon certification by a recognised and accredited Australian testing facility, (such as TUV Rheinland Australia) for the wireless communication module installed in Quantify’s retrofittable wall switch and power outlet known as the "Wireless Card", which wireless module is capable of providing wireless communication based on the 802.11 wireless standard or the 802.15 Zigbee Standard, where such certification is to AS/NZS4268 Standards.

The 30,000,000 Shares remain subject to escrow provisions applying to the Founder Performance Shares to 7 March 2019.

In respect to the issue of Shares referred to in the attached Appendix 3B, the Company gives this notice pursuant to Section 708A (5) 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.

Quantify Technology Holdings Ltd ABN: 25 113 326 524 Registered Office: Level 4, 216 St Georges Terrace, Perth WA 6000 Postal Address: P.O. Box 7315, Perth WA 6850

T: +61 8 6268 2622 F: +61 8 6268 2699

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.

Yours faithfully

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N J Bassett Company Secretary

Quantify Technology Holdings Ltd ABN: 25 113 326 524 Registered Office: Level 4, 216 St Georges Terrace, Perth WA 6000 Postal Address: P.O. Box 7315, Perth WA 6850

T: +61 8 6268 2622 F: +61 8 6268 2699

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

Quantify Technology Holdings Limited

ABN

25 113 326 524

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 A. Fully paid ordinary shares be issued B. Options ($0.075; 31/7/2020)

• 2 Number of[+] securities issued or A. 42,746,374 to be issued (if known) or B. 13,531,800 maximum number which may be issued

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

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)

A.	Fully paid ordinary	shares
B.	Exercisable at $0.075 each on or before 31 July
	2020, vesting:
	• 50% 12 months from commencement of employment; • 12.5% 15 months from commencement of employment;		date date	of of
	• 12.5% 18	months from	date	of
	commencement	of employment;
	• 12.5% 21	months from	date	of
	commencement	of employment;	and
	• 12.5% 24	months from	date	of
	commencement	of employment,
	each subject to continued employment at
	each vesting date.

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)	A. Yes – fully paid ordinary shares B. No – rank equally from date of conversion to fully paid ordinary shares
	A.(i) - $0.0325 A.(ii) - Nil A(iii) - Nil B.- Nil
	A.(i) 8,466,384 Shares issued as consideration for services rendered. A.(ii) 4,279,990,Shares issued to employees pursuant to the Quantify Employee Share Plan. A.(iii) 30,000,000 Shares on conversion of Founder Performance Shares (1:1 ratio). B. Options issued to employees pursuant to the QuantifyEmployee Option Plan.

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 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	No
	N/A
	-
	-
	-
	-
	-
	-
	Listing Rule 7.1 – 72,630,443

• See chapter 19 for defined terms.

Appendix 3B Page 3

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7 +Issue dates 6 June 2018 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.

Number +Class 8 Number and +class of all 385,784,669 Ordinary shares +securities quoted on ASX ( including the +securities in 7,329,965 Options ($0.166; 30 June section 2 if applicable) 2018)

9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	163,342,563 4,216,905 8,747,626 31,596,511 41,639,654 12,500,000 1,200,000 4,800,000 13,531,800 62,115,701 57,884,299 12,500,000	Ordinary shares held in escrow for 24 months from reinstatement to official quotation. Options exercisable at $0.332 on or before 31 July 2018 Options exercisable at $0.09 on or before 30 September 2019 held in escrow for 24 months from reinstatement to official quotation. Options exercisable at $0.075 on or before 30 September 2019 held in escrow for 24 months from reinstatement to official quotation. Options exercisable at $0.075 on or before 30 September 2019 Options exercisable at $0.075 on or before 30 September 2019 Options exercisable at $0.10 on or before 4 April 2020 Options exercisable at $0.10 on or before 4 April 2020 and subject to vesting conditions Options exercisable at $0.075 on or before 31 July 2020 and subject to vesting conditions Performance Shares (1:1 ratio) held in escrow for 24 months from reinstatement to official quotation. Performance Shares (1:1 ratio) Performance Rights

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

Part 2 - Pro rata issue

art 2 - 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 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 offer 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	-
	-
	-
	-
	-
	-
	-
	-
	-

• See chapter 19 for defined terms.

Appendix 3B Page 5

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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 balance?	-
	-
	-
	-
	-
	-
	-
	-
	-
	-
	-
	-

• See chapter 19 for defined terms.

Appendix 3B Page 6

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

• 33 +Issue date

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.

Appendix 3B Page 7

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Entities that have ticked box 34(b)

ntities that have ticked box 34(b)
38 Number of+securities for which +quotation is sought 39 +Class of+securities for which quotation is sought 40 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 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)	-
	-
	-
	-
	Number	+Class
	-

• See chapter 19 for defined terms.

Appendix 3B Page 8

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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: N J Bassett Date: 7 June 2018 (Company secretary)

Print name: Neville John Bassett

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 9

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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

Rule 7.1 – Issues exceeding 15% of capital	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	423,043,525
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	Issue of shares (29/11/2017) 63,335,333 Issue of shares (1/2/2018) 20,000,000 Issue of shares (6/6/2019) 4,279,990 Issue of shares on conversion of Founder performance shares 30,000,000
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil
“A”	540,658,848

• See chapter 19 for defined terms.

Appendix 3B Page 10

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Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	81,098,827
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	Shares issued 1/2/2018 2,000 Shares issued 6/6/2018 8,466,384
“C”	8,468,384
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	81,098,827
Subtract“C” Note: number must be same as shown in Step 3	8,468,384
Total[“A” x 0.15] – “C”	72,630,443 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

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 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 -

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” -

• See chapter 19 for defined terms.

Appendix 3B Page 12

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

• See chapter 19 for defined terms.

Appendix 3B Page 13

04/03/2013