Douugh Pty. Ltd. signed a binding agreement to acquire Ziptel Limited (ASX:ZIP) in a reverse merger transaction for AUD 17 million on March 20, 2020. Under the terms, ZipTel will be acquiring the legal and beneficial 100% interest in the outstanding share capital of Douugh by issuing 500 million paid-up shares at a notional issue price of AUD 0.02 (per share) to the shareholders of the target firm. Additionally, ZipTel confirmed that it will issue another 500 million performance shares in ZipTel to Douugh Ltd shareholders. The performance shares will be converted to ordinary shares on a 1-to-1 basis after certain targets have been achieved. ZipTel should be able to secure at least AUD 3.5 million by issuing 175 million shares at AUD 0.02 under a prospectus and may re-enter to the official listing with the ASX stock exchange. It may raise as much as AUD 5 million by issuing 250 million company shares. As on August 11, 2020, ZIP will seek to raise a minimum of AUD 4 million through the issue of 133.3 million shares and a maximum of AUD 6 million through the issue of 200 million shares on a post-Consolidation basis at an issue price of AUD 0.033 per Share. For consideration for the Acquisition of Douugh, ZIP will issue the following on a post-Consolidation basis amongst the Vendors i). 275 million fully paid ordinary shares in ZIP (Consideration Shares); ii) 75 million performance shares and iii.) 75 million unlisted options exercisable at AUD 0.04 on or before 31 August 2024. Following this transaction, the nature and scope of the Ziptel's operations would change from being just a telecom software provider to a financial software and services company. Once completed, ZipTel will seek re-admission onto the ASX and be renamed Douugh with a proposed ASX Code of DOU. The Board of Ziptel will resign and be replaced by the new board, with exception of Bert Mondello, who will stay as Non-Executive Director. Other proposed members are Andy Taylor-Chief Executive Officer, Steve Bellotti-Non-Executive Chairman, Patrick Tuttle-Non-Executive Director. The transaction is conditional upon completion of due diligence, shareholder's approvals of the parties, regulatory approvals, completion of capital raising, board approvals of the parties, third party consents and ZIP receiving conditional approval for re-admission to official list of ASX. Ziptel Limited shareholders' meeting will be held on August 17, 2020. As of July 7, 2020, Ziptel received certain regulatory approvals and waivers from the ASX to enable the Company to proceed to put the acquisition to shareholders for approval. The transaction is expected to close on May 28, 2020. The transaction is expected to complete on August 21, 2020.

Douugh Pty. Ltd. completed the acquisition of Ziptel Limited (ASX:ZIP) in a reverse merger transaction on August 28, 2020. As of October 1, 2020, each of the conditions precedent under the agreement have been satisfied and not waived unless agreed to by ASX. The issue of the consideration shares, consideration performance shares and consideration options have been completed.