Pioneer Credit : Priority Offer Prospectus

ASX release

19 April 2022

Priority Offer Prospectus

Pioneer Credit Limited (ASX: PNC) ('Pioneer' or the 'Company') refers to its previous announcements and confirms that the Priority Offer Prospectus was lodged with ASIC on 19 April 2022.

The Prospectus relates to an offer:-

• 1. of up to 9,090,909 new Shares at an issue price of $0.55 per new Share to Eligible Shareholders and Invitees to raise up to $5 million (before costs) with up to 9,090,909 attaching new Options with an exercise price of $0.80 and expiry date of 31 March 2025 on a one for one basis at a nil issue price per Option ('Priority Offer');

• 2. to Key Management Personnel under the Company's Equity Incentive Plan to subscribe for a total of up to 4,545,454 new Shares and 4,545,454 new Options, out of the new Shares and new Options allocated under the Priority Offer (to the extent there is any allocation remaining following the take up by Eligible Shareholders and Invitees prior to the close of the Priority Offer) on the same terms as the Priority Offer except that the issue price for such new Shares will be funded by way of a loan ("Management Offer"); and

• 3. of 20,636,361 new Options with an exercise price of $0.80 and expiry date of 31 March 2025 on a one for one basis for every Share subscribed for by participants in the recent Placement ('Placement Options Offer').

(collectively, the 'Offers').

The Offers are conditional on the receipt of Shareholder approval, which will be sought at a General Meeting that will be held on 12 May 2022.

A copy of the Priority Offer Prospectus follows.

Authorised by:

Sue Symmons Company Secretary

Investor and media enquiries:

Keith John

Managing Director Pioneer Credit Limited M: 0438 877 767

About Pioneer

Pioneer Credit is an ASX-listed company (ASX: PNC) providing high quality, flexible, financial services support to help everyday Australians out of financial difficulty. Pioneer Credit has the trust of long-term vendor partners to do the right thing and respectfully support customers to achieve their financial independence.

Pioneer Credit has established a solid foundation to pursue further growth by leveraging its outstanding industry relationships, compliance record and customer-focused culture.

www.pioneercredit.com.au

PIONEER CREDIT LIMITED

ABN 44 103 003 505

PROSPECTUS

This Prospectus relates to an offer:-

• 1. of up to 9,090,909 new Shares at an issue price of $0.55 per new Share to Eligible Shareholders and Invitees to raise up to $5 million (before costs) with up to 9,090,909 attaching new Options with an exercise price of $0.80 and expiry date of 31 March 2025 on a one for one basis at a nil issue price per Option ('Priority Offer');

• 2. to Key Management Personnel under the Company's Equity Incentive Plan to subscribe for a total of up to 4,545,454 new Shares and 4,545,454 new Options, out of the new Shares and new Options allocated under the Priority Offer (to the extent there is any allocation remaining following the take up by Eligible Shareholders and Invitees prior to the close of the Priority Offer) on the same terms as the Priority Offer except that the issue price for such new Shares will be funded by way of a loan ("Management Offer"); and

• 3. of 20,636,361 new Options with an exercise price of $0.80 and expiry date of 31 March 2025 on a one for one basis for every Share subscribed for by participants in the Placement ('Placement Options Offer').

(collectively, the 'Offers').

The Offers are subject to the conditions set out in Section 3.3, including the receipt of shareholder approval.

The Record Date for participating in the Priority Offer was 5.00pm WST on 25 March 2022.

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. Shareholders who do not understand it should consult their professional advisers without delay.

The Shares and Options offered by this Prospectus should be considered speculative.

This Prospectus is a transaction-specific document issued in accordance with section 713 of the Corporations Act 2001 (Cth). If you have any questions as to its contents or the course of action you should follow, you should consult your professional adviser.

TABLE OF CONTENTS

1.	IMPORTANT NOTES	3
2.	LETTER FROM THE CHAIRMAN	8
3.	DETAILS OF THE OFFERS	10
4.	EFFECT OF THE OFFERS ON THE COMPANY	18
5.	RIGHTS AND LIABILITIES ATTACHING TO SHARES AND OPTIONS	22
6.	RISKS	28
7.	ADDITIONAL INFORMATION	41
8.	DIRECTORS' AUTHORISATION	52
9.	GLOSSARY	53

CORPORATE DIRECTORY

Directors

Registered Office

Michael Smith Chairman

Keith John Managing Director

Level 6

108 St Georges Terrace Perth WA 6000

Telephone: [phone]

Andrea Hall Non-Executive Director

Share Registry

Peter Hall Non-Executive Director

Stephen Targett Non-Executive Director

Michelle d'Almeida

Non-Executive Director

ASX Code Company Secretary PNC

Sue Symmons

Website

www.pioneercredit.com.au

Solicitors

K&L Gates Level 32

44 St Georges Terrace Perth WA 6000

Telephone: + 61 8 9216 0900

Link Market Services Limited Level 12

250 St Georges Terrace Perth WA 6000

Telephone: [phone]