Quantify Technology : Disclosure Docum

Quantify Technology Holdings

Limited

ACN 113 326 524

PROSPECTUS

New Securities Offer

For the offer of 100,000 New Shares (ASX Code: QFY) at an issue price of $0.02 each to raise up to $2,000 before costs (New Securities Offer).

The New Securities Offer opens on Friday 11 December 2020 and closes at 5.00pm (WST) on Friday 18 December 2020.

Lead Manager Offer

For the offer to PAC Partners Securities Pty Ltd (or its nominees) to subscribe for 25,000,000 New Options exercisable at $0.0001 and expiring 3 years from the grant date, at an issue price of nil, pursuant to the terms of the Lead Manager Mandate (Lead Manager Offer).

Purpose of Prospectus

This Prospectus has been prepared primarily for the purpose of section 708A(11) of the Corporations Act to remove any secondary trading restrictions that would otherwise apply to Shares and Options issued by the Company prior to the Closing Date.

IMPORTANT NOTICE

This Prospectus is a transaction-specific prospectus issued in accordance with section 713 of the Corporations Act. This is an important document that should be read in its entirety. Please read the instructions in this document and on the accompanying Application Forms regarding acceptance of each Offer. If you do not understand this document, you should consult your professional adviser. The Securities offered by this Prospectus should be considered as a speculative investment.

Important Information

General

This Prospectus is dated 11 December 2020 and was lodged with ASIC on that date. Neither ASIC nor ASX take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

This Prospectus is a transaction-specific prospectus for an offer of 'continuously quoted securities' (as defined in the Corporations Act). It has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level as disclosure as an initial public offering or 'full-form' prospectus. In preparing this Prospectus, regard has been had to the fact that the Company is a 'disclosing entity' for the purposes of the Corporations Act and that certain matters may reasonably be expected to be known to investors and their professional advisers.

No securities will be issued on the basis of this Prospectus later than 13 months after the Prospectus Date.

Electronic prospectus

This Prospectus may be viewed in electronic form at https://www.quantifytechnology.com/investors/investor-centre/by Australian and New Zealand investors only. The electronic version of this Prospectus is provided for information purposes only. A paper copy of the Prospectus may be obtained free of charge on request during an Offer Period by contacting the Company. The information on the Company's website does not form part of this Prospectus.

Risk factors

Potential investors should be aware that subscribing for Securities in the Company involves a number of risks. The key risk factors are set out in Section 4 of this Prospectus. These risks, together with other general risks applicable to all investments in quoted securities not specifically referred to, may affect the value of the Company's Securities in the future. An investment in the Company should be considered speculative. Investors should consider these risk factors in light of their personal circumstances and should consider consulting their professional advisers before deciding whether to apply for New Securities pursuant to this Prospectus.

Overseas Applicants

This Prospectus is not, and is not intended to constitute, an offer, invitation or issue in any place in which, or to any person to whom, it would be unlawful to make such an offer, invitation, or issue.

By applying for New Securities, including by submitting an Application Form or making a payment using BPAY®, an Applicant represents and warrants that there has been no breach of such laws.

The distribution of this Prospectus and accompanying Application Forms (including electronic copies) outside Australia and New Zealand may be restricted by law and persons who come into possession of these documents should observe any such restrictions. Any failure to comply with such restrictions may contravene applicable securities laws. The Company disclaims all liability to such persons.

Publicly available information

Information about the Company is publicly available and can be obtained from ASIC and ASX (including the

ASX website at www.asx.com.au). The contents of any website or ASIC or ASX filing by the Company are not incorporated into this Prospectus and do not constitute part of the Offers. This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest in the Company or subscribe for New Securities.

The Company has not authorised any person to give any information or make any representation in connection with an Offer which is not contained in this Prospectus. Any such extraneous information or representation may not be relied upon as having been authorised by the Company in connection with this Prospectus.

Forward-looking statements

This Prospectus contains forward-looking statements that have been based on current expectations about future acts, events, and circumstances, such as 'intends', 'may', 'could', 'believes', 'estimates', 'targets' or 'expects'. These forward-looking statements are subject to risks, uncertainties, and assumptions that could cause those acts, events, and circumstances to differ materially from the expectations described in such forward-looking statements.

Accordingly, the Company cannot and does not give any assurance that the results, performance, or achievements expressed or implied by the forward- looking statements contained in this Prospectus will actually occur. Further, except during an Offer Period and otherwise as required by law, the Company may not update or revise any forward-looking statement if events subsequently occur or information subsequently becomes available that affects the original forward-looking statement.

Applications

Applications for New Securities offered by this Prospectus can only be made on an original Application Form accompanying this Prospectus. Please read the instructions in this Prospectus and on the accompanying Application Forms regarding the acceptance of an Offer.

By returning an Application Form, lodging an Application Form with a stockbroker or otherwise arranging for payment of New Securities in accordance with the instructions on the Application Form, an Applicant acknowledges that they have received and read this Prospectus, acted in accordance with the terms of the Offers to which the Application Form relates, and agrees to all of the terms and conditions as detailed in this Prospectus.

Meaning of terms

Capitalised terms and certain other terms used in this Prospectus are defined in the Glossary in Section 9.

References to "$", "A$", "AUD", or "dollar" are references to Australian currency, unless otherwise stated.

References to time relate to the time in Perth, Western Australia, unless otherwise stated.

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Key Information

Indicative Timetable

Event	Date
Lodgement of Prospectus with ASIC and ASX.	Friday 11	December 2020
Opening Date	Friday 11	December 2020
Closing Date	Friday 18	December 2020
Trading of New Shares expected to commence normal trading	Monday 21	December 2020
on ASX

The above events, dates and times are indicative only and may be subject to change. The Company reserves the right to amend any of these events, dates and times without notice, subject to the Corporations Act, the Listing Rules and other applicable laws. In particular, the Company reserves the right to extend the Closing Date and to accept late applications. The commencement of trading of New Shares on ASX is subject to confirmation by ASX.

Key Details of Offers

Key Details of New Securities Offer

Offer Price	$0.02 per New Share
Maximum number of New Shares to be issued	100,000
Maximum funds to be raised (before costs)	$2,000
Minimum subscription	There is no minimum subscription to the New
		Securities Offer
Key	Details of Lead Manager Offer
Offer Price	Nil
Number of New Options to be issued	25,000,000
Funds to be raised (before costs)	Nil

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Corporate Directory

Directors	Solicitors to the Company
Brett Savill	Blackwall Legal LLP
Managing Director	Level 26,140 St Georges Terrace
Peter Rossdeutscher	Perth, Western Australia 6000
Non-Executive Chairman
Gary Castledine	Share Registry
Non-Executive Director	Automic Registry Services
Simon Gerard	Level 2, 267 St Georges Terrace, Perth WA
Non-Executive Director	6000
Jordan Tentori
Executive Director	Auditor
Company Secretary	HLB Mann Judd
Level 4, 130 Stirling Street
Neville Bassett	PERTH WA 6000
Registered Office
Quantify Technology Holdings Limited
Level 4, 216 St Georges Terrace
PERTH WA 6000
T: [phone]
Web: www.quantifytechnology.com
ASX Code
QFY

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