ZIMI LIMITED — Capital/Financing Update 2019

Jul 7, 2019

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8 July 2019

Dear Shareholder,

On 25 June 2019, Quantify Technology Holdings Limited ( Company ) announced that it is offering eligible shareholders the opportunity to acquire fully paid ordinary shares in the Company ( Shares ) through a nonrenounceable pro rata entitlement offer of one (1) Share for every four (4) Shares held by eligible shareholders on Thursday, 11 July 2019 ( Record Date ) at an issue price of $0.005 per Share ( Issue Price ) to raise $1,426,238 (before costs), together with one (1) free attaching option exercisable at $0.01 on or before the date that is two years from the date of issue ( Option ) for every Share subscribed for and issued ( Entitlement Offer ).

In addition, on 25 June 2019, the Company announced that it had received firm commitments for a placement to institutional and sophisticated investors of 200,000,000 Shares at an issue price of $0.005 to raise up to $1,000,000 (before costs) ( Placement ).

Two directors of the Company, Brett Savill and Peter Rossdeutscher, have each agreed, subject to shareholder approval, to subscribe for 20,000,000 Shares and 20,000,000 Options under the Placement. As such, 160,000,000 Shares issued under the Placement on 2 July 2019 prior to the Record Date will be eligible to participate in the Entitlement Offer.

The proceeds of the Entitlement Offer and Placement will be used by the Company for marketing, research and development and to meet the expenses of the Entitlement Offer and Placement and working capital requirements.

What is the Entitlement Offer?

The Entitlement Offer is being made by the Company in accordance with section 713 of the Corporations Act 2001 (Cth) ( Corporations Act ). The Company lodged a prospectus for the Entitlement Offer ( Prospectus ) with ASIC and ASX on Friday, 5 July 2019. The Entitlement Offer is fully underwritten by Pinnacle Corporate Finance Pty Ltd and RM Corporate Finance Pty Ltd ( Underwriters ) in equal shares.

If you are an eligible shareholder, you will be able to subscribe for one (1) Share for every four (4) Shares held on the Record Date at an issue price of $0.005 per Share, together with one (1) free attaching Option for every Share subscribed for and issued ( Entitlement ). The Prospectus sets out further details in respect of the Entitlement Offer.

The Shares issued pursuant to the Entitlement Offer will rank equally with the existing fully paid ordinary shares in the Company. Fractional entitlements will be rounded up to the nearest whole number of Shares.

Who is eligible?

An Eligible Shareholder is a person who

• is the registered holder of Shares as at 5:00pm (Sydney time) on the Record Date; and

• has a registered address in Australia or New Zealand.

Shareholders who are not Eligible Shareholders are “Ineligible Shareholders” and are consequently unable to participate in the Entitlement Offer.

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

Key dates for Eligible Shareholders

The Company expects the Entitlement Offer to be conducted in accordance with the following timetable:

Event	Date
“Ex” Date	10 July 2019
Record Date to determine entitlement to Shares	5:00pm (Sydney time) 11 July 2019
Entitlement Offer opens and Prospectus and Entitlement and Acceptance Forms dispatched	16 July 2019
Entitlement Offer closes	5:00pm (Sydney time) 6 August 2019
Shares quoted on a deferred settlement basis	7 August 2019
Announcement of outcomes under the Entitlement Offer	9 August 2019
Issue date of Shares and Options under the Entitlement Offer and deferred settlement trading ends	13 August 2019
Quotation of Shares and Options issued under the Entitlement Offer	14 August 2019
Despatch of holding statements	14 August 2019

The above dates are indicative only. The Company reserves the right to vary the above dates, subject to the ASX Listing Rules and the Corporations Act.

Prospectus

This letter is not an offer document but rather an advance notice of some key terms and conditions of the Entitlement Offer. Full details of the Entitlement Offer are set out in the Prospectus, copies of which are available on the ASX website.

Eligible Shareholders will receive a copy of the Prospectus and must complete the Entitlement and Acceptance Form accompanying the Prospectus to take up their Entitlements. You should read all of the Prospectus carefully and in its entirety before deciding whether to participate in the Entitlement Offer.

Action required by Eligible Shareholders

Your Entitlement may have value and it is important you determine whether to (in whole or in part) take up or do nothing in respect of your Entitlement. If you take up your Entitlement, you can also apply for additional Shares, together with free attaching Options.

Take up an Entitlement:

If you wish to take up all or part of your Entitlement, you will need to complete and return the personalised Entitlement and Acceptance Form together with the requisite application monies, or alternatively pay your application monies using BPAY®, in each case by following the instructions set out on the personalised Entitlement and Acceptance Form. Applications and application monies must be received by the Company’s Share Registry by 5.00pm (Sydney Time) on 6 August 2019.

Apply for additional Shares:

If you take up your Entitlement in full, you can also apply for additional Shares and Options (subject to any scale back as determined by the Company in conjunction with the Underwriters). Further information on applying for additional Shares is provided for in the Prospectus and Entitlement and Acceptance Form.

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

Do nothing:

If you take no action you will not be allocated Shares or Options, your Entitlement will lapse and those Shares and Options for which you would have otherwise been entitled under the Entitlement Offer may be acquired by other shareholders, investors or the Underwriters.

Your Entitlement to participate in the Entitlement Offer is non-renounceable and will not be tradeable or otherwise transferable. Shareholders who do not take up their Entitlements in full will not receive any amounts in respect of the Entitlements that they do not take up, and will have a reduced (i.e. diluted) percentage shareholding in the Company after implementation of the Entitlement Offer. All shareholders, including those Eligible Shareholders who participate in the Entitlement Offer, will have their percentage holding in the Company reduced by the Shares to be issued under the Placement to Mr Savill and Mr Rossdeutscher, subject to shareholder approval.

The effect of the Entitlement Offer and Placement on the Company’s issued share capital will be as follows (on the basis that the Placement and Entitlement offer fully completes and no options are exercised prior to the Record Date):

Shares

Shares	Number	% Equity
Existing Shares	1,140,990,717	77.82%
Shares issued under the Entitlement Offer	285,247,679	19.45%
Shares issued under the Placement and subject to shareholder approval	40,000,000	2.73%
Total	1,466,238,396	100%

Options

Options	Number	% Equity
Existing options	114,015,591	17.56%
Options issued under the Entitlement Offer	285,247,679	43.94%
Options issued under the Placement	200,000,000	30.80%
Options issued to the Underwriters	50,000,000	7.70%
Total	649,263,270	100%

For further information about the Entitlement Offer, please call the Company’s share registry, Automic Registry Services, on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia). You should also consult your stockbroker, solicitor, accountant or other professional adviser to evaluate whether or not to participate in the Entitlement Offer.

A copy of the Prospectus may be viewed on the ASX website at www.asx.com.au, or alternatively at the Company’s website at www.quantifytechnology.com.

On behalf of the Company, we thank you for your continued support of the Company.

Yours faithfully

Neville Bassett Company Secretary

QUANTIFY TECHNOLOGY HOLDINGS LIMITED

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