ZIMI LIMITED — Capital/Financing Update 2019

Jul 2, 2019

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2 July 2019

ASX Market Announcements ASX Limited 20 Bridge Street Sydney NSW 2000

Section 708A(5) Notice and Appendix 3B

Quantify Technology Holdings Limited (“the Company”) is pleased to announce that it has completed the placement of 160,000,000 ordinary fully paid shares (“Shares”), to raise $800,000 before costs (“Placement”), as announced on 25 June 2019. A further 40,000,000 Shares to raise an additional $200,000 will be issued, subject to shareholder approval, to the Company’s CEO, Brett Savill and Chairman, Peter Rossdeutscher.

The Shares have been issued under the Company’s available placement capacity under ASX Listing Rules 7.1 (106,000,000 Shares) and 7.1A (54,000,000 Shares). 160,000,000 free attaching options will be issued subject to shareholder approval.

In accordance with the requirements of ASX Listing Rule 7.1A.4, the Company advises the following particulars in respect to the issue of 54,000,000 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:

follows:
	Shares	Dilution
Shares currently on issue	980,990,717
Sharesissued under LR7.1capacity	106,000,000	9.29%
Sub-total	1,086,990,717
Sharesissued under LR7.1Acapacity	54,000,000	4.73%
TotalShares on issue post Placement	1,140,990,717
Totaldilutioneffect		14.02%

(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.

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

• (c) Details of any underwriting arrangements:

Not applicable

• (d) Details of other fees:

A fee of 6% is payable on the amount raised.

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) of the Corporations Act 2001 (the “Act”).

The securities 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.

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 be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 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)	Fully Paid Ordinary Shares
	160,000,000
	Fully paid ordinary shares

4 Do the[+] securities rank equally in Yes – The shares rank equally in all respects with all respects from the[+] issue date fully paid ordinary shares currently on issue. 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

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	$0.005 Free attaching options will be issued on a 1:1 basis, subject to shareholder approval.
	Funds raised from the issue will primarily be used to advance revenue generating contracts and product licensing opportunities, as well as fund research and development, marketing, working capital and general corporate expenditure.
	Yes
	30 November 2018
	106,000,000
	54,000,000

• See chapter 19 for defined terms.

Appendix 3B Page 2

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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)	-	-
	-
	Yes - Issue date: 2 July 2019 - Issue price: $0.005 - 15 day VWAP: $0.006 - VWAP Source: Iress
	-
	Listing Rule 7.1 – 10,673,607 Listing Rule 7.1A – 41,449,071
	2 July 2019
	Number	+Class
	1,140,990,717	Ordinary shares

9 Number and +class of all +securities not quoted on ASX (_including_the+securities in section 2 if applicable)	Number	+Class
	8,747,626 85,736,165 1,200,000 4,800,000 13,531,800 120,000,000 80,000,000 4,166,666 18,000,000 2,999,997	Options exercisable at $0.09 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) – expiring 8 September 2021 Performance Shares (1:1 ratio) – expiring 19 December 2023 Performance Rights expiring 8 March 2020 Performance Rights (1:1 ratio) – expiring 19 December 2023 ESS Shares (1:1 ratio) subject to vestingconditions

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	-
	-
	-
	-
	-

• See chapter 19 for defined terms.

Appendix 3B Page 4

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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 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? 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 6

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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
	-

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: 2 July 2019 (Company secretary)

Print name: Neville John Bassett

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

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

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Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
Insert number of fully paid [+] ordinary 549,127,232
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
Entitlement issue (19/11/2018) 399,363,485
• Number of fully paid [+] ordinary securities Shares issued 20/5/2019 6,000,000
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
Subtract the number of fully paid [+] ordinary Nil
securities cancelled during that 12 month
period
“A” 954,490,717
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• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 9

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	143,173,607
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 19/11/2018 26,500,000 Shares issued 2/7/2019 106,000,000
“C”	132,500,000
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	143,173,607
Subtract“C” Note: number must be same as shown in Step 3	132,500,000
Total[“A” x 0.15] – “C”	10,673,607 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 10

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Part 2

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	954,490,717
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	95,449,071
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	Shares issued 2/7/2019 54,000,000
“E”	54,000,000

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 11

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	95,449,071
Subtract“E” Note: number must be same as shown in Step 3	54,000,000
Total[“A” x 0.10] – “E”	41,449,071 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013