ZIMI LIMITED — Capital/Financing Update 2020

Sep 30, 2020

Proposed issue of securities

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Announcement Summary

Entity name

QUANTIFY TECHNOLOGY HOLDINGS LIMITED

Announcement Type

New announcement

Date of this announcement

Wednesday September 30, 2020

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
n/a	Performance Rights	110,000,000
n/a	Unlisted Option	25,000,000
QFY	ORDINARY FULLY PAID	440,000,000

Proposed +issue date

Wednesday December 16, 2020

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

QUANTIFY TECHNOLOGY HOLDINGS LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

ACN

Registration Number

113326524

1.3 ASX issuer code

QFY

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Wednesday September 30, 2020

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval Monday November 30, 2020 Estimated

Comments

All securities subject to shareholder approval to be proposed at the company's annual general meeting.

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description

QFY : ORDINARY FULLY PAID

Number of +securities proposed to be issued

240,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

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Proposed issue of securities

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Please describe the consideration being provided for the +securities

Vendor consideration for acquisition of GSM Innovations Pty Ltd

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

4,800,000.000000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description

QFY : ORDINARY FULLY PAID

Number of +securities proposed to be issued

200,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.02000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Proposed issue of securities

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Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class Details of +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities are non CDIs) Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No Yes ASX +security code +Security description New class-code to be confirmed Performance Rights +Security type Performance options/rights Number of +securities proposed to be issued 110,000,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No Please describe the consideration being provided for the +securities Vendor consideration for acquisition of GSM Innovations Pty Ltd - Vesting date 12 months from date of issue. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 2,200,000.000000 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Performance options/rights details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0000

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Details of the type of +security that will be issued if the option is exercised

QFY : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

One fully paid ordinary share

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Refer ASX announcement dated 30 September 2020 titled Acquisition of GSM Innovations to Create Australia's leading electrical Internet of Things provider

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Unlisted Option

+Security type

Options

Number of +securities proposed to be issued

25,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Part satisfaction of capital raising fees - Options exercisable at $0.0001 each and expiring three years from date of issue, with 2 year voluntary escrow

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Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 500,000.000000 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0001 Details of the type of +security that will be issued if the option is exercised QFY : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised One fully paid ordinary share Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. Terms and conditions to be included in Notice of Meeting seeking shareholder approval for the issue of the options.

Part 7C - Timetable

7C.1 Proposed +issue date

Wednesday December 16, 2020

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Monday November 30, 2020

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

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7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue?

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Yes

7E.1a Who is the lead manager/broker?

PAC Partners Securities Pty Ltd

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

6% on funds raised of $2,000,000

25,000,000 options exercisable at $0.0001 and expiring three years from date of issue Corporate Advisor retainer of A$7,500 per month for 12 months

7E.2 Is the proposed issue to be underwritten?

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No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

240m shares and 110m performance rights as vendor consideration.

200m shares issued to raise $4m for development costs ($1.17m), general working capital and corporate overheads ($2.59m) and capital raising costs ($0.24m).

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

All proposed securities issues are on a proposed post 25:2 consolidation of the company's securities (subject to shareholder approval)

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