IOT : ASX Announcement – Appendix 3B - New issue announcement

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

IOT Group Limited (IOT)

ABN

66 140 475 921

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
Ordinary Class Shares
2	Number of +securities issued or to be issued (if known) or maximum number which may be issued	72,416,666
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)
2,000,000 ordinary class shares issued for services provided for $nil consideration. 70,416,666 ordinary class shares issued for working capital purposes to professional and sophisticated investors at 1.2 cents/share (Total consideration received - $845,000).

4	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	Ordinary Class Shares - YES
5	Issue price or consideration	2,000,000 ordinary class shares issued for services provided for $nil consideration (deemed value at 1.2 cents/share of $24,000). 70,416,666 ordinary class shares issued for working capital purposes to professional and sophisticated investors at 1.2 cents/share (Total consideration received - $845,000).
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	2,000,000 ordinary class shares issued for services provided for $nil consideration (deemed value at 1.2 cents/share of $24,000). 70,416,666 ordinary class shares issued for working capital purposes to professional and sophisticated investors at 1.2 cents/share (Total consideration received - $845,000).
6a	Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b - 6hin relation to the +securities the subject of this Appendix 3B, and comply with section 6i	NO
6b	The date the security holder resolution under rule 7.1A was passed	N/A
6c	Number of +securities issued without security holder approval under rule 7.1	72,416,666
6d	Number of +securities issued with security holder approval under rule 7.1A	Nil

6e	Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)	Nil
6f	Number of +securities issued under an exception in rule 7.2	Nil
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.	N/A
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	N/A
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	LR 7.1: 43,126,791 LR 7.1A: N/A
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.	23 June 2017
Number	+Class
8	Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)	637,387,649	Ordinary class

9

Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

 5,756,095  49,356,644  100,626,668  4,515,776  12,042,068  30,105,171  4,000,000  17,500,000  15,500,000  800,000  7,750,000  27,500,000

Unlisted Options at 3.6 cents expiring 31 December 2017. Restricted securities - fully paid shares escrowed for 24 months from date of ASX reinstatement (24 March 2016). Restricted securities - fully paid shares voluntarily escrowed until 18 March 2018. Unlisted Options exercisable at 7 cents/option expiring 30 June 2019. Unlisted Options exercisable at 7 cents/option expiring 30 June 2019, escrowed for 24 months from date of ASX reinstatement (24 March 2016). Unlisted Options exercisable at 7 cents/option expiring 30 June 2019. Unlisted Options exercisable upon achievement of sales targets in the period ending 30 June 2017. 7 cents exercise price. Unlisted Director Options (30 June 2016). Unlisted Senior Management Options (20 June 2016) Unlisted Staff Options (20 June 2016) Unlisted Options exercisable at 9 cents/option expiring 31 December 2022 Unlisted Director Options (3 April 2017 - approved at shareholder meeting to held 31 March 2017).