Wisr : Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement

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

Wisr Limited

ACN

004 661 205

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

1. Fully paid ordinary shares (Shares)
2. Performance Rights (Rights)
3. Options (Options)

1. 108,304,738
2. 77,480,000 issued and
   (21,925,911) cancelled
3. (50,000) cancelled

+ See chapter 19 for defined terms.

Appendix 3B Page 1

Appendix 3B

New issue announcement

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)

1. The Shares have the same terms as existing quoted shares.
2. The Rights were granted under the Company's Performance Rights Plan (Plan) to directors of the Company following approval by shareholders at the Annual General Meeting held on 26 November 2019, and to senior executives in accordance with the terms of their contracts.
   Each entitles the holder to one fully paid ordinary share for nil consideration, subject to the
   satisfaction of applicable performance conditions and compliance with the rules of the Plan.
3. The Options were granted following approval by shareholders at the Annual General Meeting held on 27 November 2018. The Options have an exercise price of $0.08 per option and an expiry date of 3 September 2021.

+ See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

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

Yes, the Shares rank equally in all respects with existing fully paid ordinary shares on issue.

Rights and Options are not quoted securities and do not rank equally with ordinary shares or any other class of quoted securities. They do not confer a right to vote, a right to receive dividends or any other rights of a shareholder. Further, they do not confer a right to participate in new issues of securities, including by way of bonus issue, rights issues or otherwise.

5	Issue price or consideration	1.	16,092,577	Shares	at	Nil
			consideration,	50,000	Shares	at
			$0.08 and 92,162,161	Shares	at
			$0.185
		2.	Nil
		3.	Nil

6 Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

1. 16,142,577 Shares issued upon vesting of Rights and Options and 92,162,161 Shares issued to satisfy Tranche 1 of the placement of shares announced to ASX on 16 January 2020 (Placement)
2. Rights issued to directors and employees as incentives, and Rights cancelled upon conversion or expiry
3. Options cancelled upon exercise

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

Yes.

26 November 2019

+ See chapter 19 for defined terms.

Appendix 3B Page 3

6c	Number	of +securities	issued	69,960,609
	without security holder approval
	under rule 7.1
6d	Number	of +securities	issued
22,201,552
	with security holder	approval
	under rule 7.1A
6e	Number	of +securities	issued
22,530,000 Rights (26 November 2019)
	with security holder	approval
	under rule 7.3, or another
	specific	security		holder
	approval	(specify	date of
	meeting)

6f Number of +securities 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.

1. 16,142,577 Shares
2. 54,950,000 Rights

Yes. Issue Date 23 January 2020.

Issue Price: $0.185

Date of Agreement to Issue: 15 January 2020

15-day VWAP leading to date of agreement to issue:$0.2024

Source: Shaw and Partners

6h	If +securities were issued under	Not applicable
	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

7.1: 505,139

7.1A: 19,258

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.

1. 23 January 2020
2. 9 December 2019 and 17 December 2019, cancellations on 19 November 2019 and 23 January 2020
3. 23 January 2020

Number+Class

+ See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

8	Number	and +class	of all	934,840,590	Fully paid ordinary
	+securities	quoted on	ASX		shares.
	(including the +securities in
	section 2 if applicable)

+ See chapter 19 for defined terms.

Appendix 3B Page 5

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

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

Number	+Class
4,515,720	Options	issued	9
	Aug 2017
14,285,715	Options	issued	13
	February 2018.
1,200,000	Options	issued	3
	December 2018.
2,214,639	Performance	Rights
	issued on 26 March
	2019
26,419,649	Performance	Rights
	issued on 27 August
	2019
4,500,000	Options	issued	20
	September 2019
13,960,000	Performance	Rights
	issued	on		20
	September 2019
17,630,000	Performance	Rights
	issued	on		9
	December 2019
43,950,000	Performance	Rights
	issued	on		17
	December 2019
No change

Part 2 - Pro rata issue

1. Is security holder approval Not applicable required?
2. Is the issue renounceable or Not applicable non-renounceable?

13	Ratio in which the +securities will	Not applicable
	be offered

14 +Class of +securities to which Not applicable the offer relates

• See chapter 19 for defined terms.

Appendix 3B Page 6

1. +Record date to determine Not applicable entitlements
2. Will holdings on different Not applicable registers (or subregisters) be
   aggregated for calculating entitlements?

1. Policy for deciding entitlements in relation to fractions
2. Names of countries in which the entity has security holders who will not be sent new offer documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

Not applicable

Not applicable

1. Closing date for receipt of acceptances or renunciations
2. Names of any underwriters
3. Amount of any underwriting fee or commission
4. Names of any brokers to the issue
5. Fee or commission payable to the broker to the issue
6. Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

25 If the issue is contingent on Not applicable security holders' approval, the

date of the meeting

26	Date	entitlement	and	Not applicable
	acceptance form and	offer
	documents will be sent to
	persons entitled

+ See chapter 19 for defined terms.

Appendix 3B Page 7

27	If the entity has issued options,	Not applicable
	and the	terms entitle option
	holders	to participate on
	exercise, the date on which
	notices will be sent to option
	holders

1. Date rights trading will begin (if applicable)
2. Date rights trading will end (if applicable)
3. How do security holders sell their entitlements in full through a broker?

Not applicable

Not applicable

Not applicable

31	How do security holders sell part	Not applicable
	of their entitlements through a
	broker and accept for the
	balance?
32	How do security holders dispose
Not applicable
	of their entitlements (except by
	sale through a broker)?
33	+Issue date
Not applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of +securities (tick one)

1. +Securities described in Part 1
2. All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• See chapter 19 for defined terms. Appendix 3B Page 8

1. If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders
2. If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories
   1 - 1,000
   1,001 - 5,000
   5,001 - 10,000
   10,001 - 100,000
   100,001 and over
3. A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

1. Number of +securities for which +quotation is sought
2. +Class of +securities for which quotation is sought
3. 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:
4. • 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
5. Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another +security, clearly identify that other +security)

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Number+Class

+ See chapter 19 for defined terms.

Appendix 3B Page 9

42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

• See chapter 19 for defined terms. Appendix 3B Page 10

Quotation agreement

1	+Quotation of our additional +securities is in ASX's absolute discretion. ASX
	may quote the +securities on any conditions it decides.

2 We warrant the following to ASX.

• The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those +securities should not be granted +quotation.
• An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

1. We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
2. We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:	Date: 23 January 2020
	Vanessa Chidrawi
	Company Secretary
	== == == == ==

+ See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 11

Appendix 3B - Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 - Issues exceeding 15% of capital

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

Insert number of fully paid +ordinary	541,896,458
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following:
• Number of fully paid	+ordinary securities	16,142,577 per this Appendix 3B
100,000 11-Oct-2019
issued in that 12-month period under an
100,000 16-Sep-2019
exception in rule 7.2
	2,503,501 27-Aug-2019
• Number of fully paid	+ordinary securities	50,000 26-Jun-2019
6,333,333 31-May-2019
issued in that 12-month period with
5,833,333 19-Feb-2019
shareholder approval
175,332,788 10-May-2019

• Number of partly paid +ordinary securities that became fully paid in that 12-month period

Note:

• Include only ordinary securities here - other classes of equity securities cannot be added
• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed
• It may be useful to set out issues of securities on different dates as separate line items

Subtract the number of fully paid +ordinary securities cancelled during that 12-month period

"A"748,291,990

• See chapter 19 for defined terms. Appendix 3B Page 12

Step 2: Calculate 15% of "A"

"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	112,243,798

Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used

Insert number of +equity securities issued
or agreed to be issued in that 12-month	1,988,120 shares issued on 13 May 2019
period not counting those issued:	6,165,731 shares issued on 31 May 2019
• Under an exception in rule 7.2
25,196,132 shares issued on 27 August
• Under rule 7.1A	2019
• With security holder approval under rule	8,428,067 shares issued on 20 September
7.1 or rule 7.4	2019
Note:	69,960,609 shares issued on 23 January
• This applies to equity securities, unless	2020
specifically excluded - not just ordinary
securities
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
"C"	111,738,659

Step 4: Subtract "C" from ["A" x "B"] to calculate remaining
placement capacity under rule 7.1
"A" x 0.15	112,243,798
Note: number must be same as shown in
Step 2
Subtract "C"	111, 738,659
Note: number must be same as shown in
Step 3
Total ["A" x 0.15] - "C"	505,139
	[Note: this is the remaining placement
	capacity under rule 7.1]

+ See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 13

Part 2

Rule 7.1A - Additional placement capacity for eligible entities

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

"A"	748,291,990
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	74,829,199

Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used

Insert number of +equity securities issued	52,608,389	28-Mar-2019
or agreed to be issued in that 12 month
period under rule 7.1A	22,201,552	23 January 2020

Notes:

• This applies to equity securities - not just ordinary securities
• Include here - if applicable - the securities the subject of the Appendix 3B to which this form is annexed
• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained
• It may be useful to set out issues of securities on different dates as separate line items

"E"74,809,941

• See chapter 19 for defined terms. Appendix 3B Page 14

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A

"A" x 0.10	74,829,199
Note: number must be same as shown in
Step 2
Subtract "E"	74,809,941
Note: number must be same as shown in
Step 3
Total ["A" x 0.10] - "E"	19,258
	Note: this is the remaining placement
	capacity under rule 7.1A

+ See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 15