Lionhub : Appendix 3B - Convertible Notes $85k

Appendix 3B New issue announcement

Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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

LIONHUB GROUP LIMITED

ABN

29 119 999 441

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

2Number of +securities issued or to be issued (if known) or maximum number which may be issued

Class A Convertible Notes

1,700,000 Class A Notes

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+ See chapter 19 for defined terms.

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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)

The following terms and conditions apply to the Class A Notes:

(a)Each Note will have a face value of $0.05;

(b)Notes are unsecured;

(c)Notes have a term of 5 years or 9 months from the date of issue if shareholder approval is not obtained;

(d)Class A Notes pay interest at 9% pa payable at the end of each quarter and on conversion or redemption;

(e)LHB shall have the right to redeem the Notes at any time after 30 months following the date of issue, subject to giving each Noteholder not less than 21 day's notice in writing.

(f)Subject to shareholder approval, the face value of the Notes together with any accrued but unpaid interest (net of any withholding tax) will be converted at 80% of the volume weighted average price of LHB's ordinary shares over the 15 trading days prior to the date of conversion at the option of each noteholder in multiples of 50,000 at any time during the term;

(g)LHB will obtain shareholder approval to the convertibility of the Notes as soon as practicable following their issuance.

(h)The Notes will be repayable on demand following the occurrence of an event of default;

(i)LHB will deduct interest withholding tax on interest amounts where applicable;

(j)The convertibility of the Notes is conditional on shareholder approval within three months of the date of issue;

(k)The Notes will be repaid after nine months from the date of issue if shareholder approval has not been obtained to the convertibility of the Note

N-5405863:1

+ See chapter 19 for defined terms.

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4Do 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

5Issue price or consideration

6Purpose 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

No

Class A - $0.05 per Note

Ongoing Working Capital

No

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+ See chapter 19 for defined terms.

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6d	Number		of	+securities		issued
	with	security		holder	approval
	under rule 7.1A
6e				+securities
	Number		of			issued
	with	security		holder	approval
	under rule 7.3, or another
	specific security holder approval
	(specify date of meeting)
6f				+securities
	Number		of			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
								17 April 2019
	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.

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+ See chapter 19 for defined terms.

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8Number and +class of all

+securities quoted on ASX (including the +securities in section 2 if applicable)

9Number and +class of all

+securities not quoted on ASX (including the +securities in section 2 if applicable)

10Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Number	+Class
826,349,731	Ordinary
21,903,698	Options exercisable at
	$0.22 exp 4 Dec 2020
Number	+Class
34,700,000	Class	A	Convertible
	Notes:	5	year	term,
	Interest		9%	pa
	payable at the end of
	each quarter and on
	conversion			or
	redemption,
	conversion at 80% of
	15 day VWAP.
4,000,000	Class B Notes 5 year
	term,	Interest		13.8%
	pa	payable		on
	conversion			or
	redemption,
	conversion at 80% of
	15 day VWAP.
N/A

Part 2 - Pro rata issue

11Is security holder approval required?

12Is the issue renounceable or non- renounceable?

13Ratio in which the +securities will be offered

14+Class of +securities to which the offer relates

15+Record date to determine entitlements

N-5405863:1

+ See chapter 19 for defined terms.

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