Regalpoint Resources : Appendix 3B

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

Regalpoint Resources Ltd

ABN

12 122 727 342

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	Fully paid ordinary shares (Shares) Options to subscribe for ordinary shares - to be quoted (Offer Options) Options to subscribe for ordinary shares - to be unquoted (Vendor Options) Rights to be issued ordinary shares (Performance Rights)
2	Number of +securities issued or to be issued (if known) or maximum number which may be issued	The following securities have been issued/granted:  33,500,000 Shares 19,750,000 Offer Options 5,000,000 Vendor Options 15,000,000 Class A Performance Rights 7,500,000 Class B Performance Rights

3,149,319 Class C Performance Rights
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)	Shares Shares are fully paid ordinary shares in the capital of the Company. Offer Options Each Offer Option is exercisable at $0.40 on or before 30 June 2019. Vendor Options Each Vendor Option is exercisable at $0.25 on or before 31 March 2019. Performance Rights The Performance Rights have been granted as performance-based consideration for the purchase by the Company of all of the shares in AssetOwl Pty Ltd (ACN 601 135 282) (AssetOwl Shares). Each Performance Right will provide its holder with a right to be issued one Share upon the relevant milestone for that class of Performance Right being achieved and the Performance Right consequently vesting. Subject to ASX requirements, the Company retains the right to satisfy the Performance Rights by making payments of cash in lieu of Shares. The milestones for each class of Performance Right are summarised as follows: Class A Performance Right: One third vest on each of the following milestones: o 320 stores (or floors in a multi-level business) using AssetOwl's Management Platform for the 2017 The Company generating at least The Company breaking-even in calendar year. $3,008,000 in revenue for the 2017 calendar year.

relation to net profit before tax for the 2017 calendar year. Class B Performance Right: One third vests on each of the following milestones: 1,152 stores (or floors in a multi- level business) using AssetOwl's Management Platform for the 2018 calendar year. The Company generating at least The Company achieving at least Class C Performance Right: One third vests on each of the following milestones: 1,408 stores (or floors in a multi- level business) using AssetOwl's Management Platform for the 2019 calendar year. The Company generating at least The Company achieving at least $5,760,000 in revenue for the 2018 calendar year. $1,792,000 in net-profit before tax for the 2018 calendar year. $10,400,000 in revenue for the 2019 calendar year. $5,696,000 in net-profit before tax for the 2019 calendar year. Addition information For additional information, please refer to the Prospectus by the Company dated 9 November 2016 (Prospectus).

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

Shares

All Shares rank equally with existing fully paid ordinary shares on issue.

Offer Options

The Offer Options form a new class of options to be quoted.

The shares issued on the exercise of Offer Options will rank equally with existing fully

the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment	paid ordinary shares then on issue. Vendor Options All Vendor Options will form a new class of unquoted options. The shares issued on the exercise of Vendor Options will rank equally with existing fully paid ordinary shares then on issue. Performance Rights Each class of Performance Right will form a new class of unquoted performance rights. The shares issued on the vesting of a Performance Right will rank equally with existing fully paid ordinary shares then on issue.
5	Issue price or consideration	Shares 17,500,000 Share were issued for $0.20 each raising a total of $3,500,000 (before costs) pursuant to the public offer under the Prospectus (Public Offer). 15,000,000 Shares were issued for nil cash consideration to the vendors of the AssetOwl Shares as consideration for the purchase of those shares pursuant to the terms of a Share Sale and Purchase Agreement dated 3 November 2016 (Transaction Agreement) and the vendor offer under the Prospectus (Vendor Offer). 1,000,000 Shares were issued for nil cash consideration to the Company's corporate advisor and its nominee. Offer Options 8,750,000 Offer Options were granted as free attaching options pursuant to the Public Offer on the basis of 1 Offer Option for every 2 Shares subscribed. 11,000,000 Offer Options were granted for nil cash consideration to nominees of the underwriter and lead manager of the Public