ASX ANNOUNCEMENT

1 May 2019

Threat Protect completes acquisition of Onwatch Pty Ltd

Threat Protect Australia Limited (“Threat Protect” or the “Company”) (ASX: “TPS”) is pleased to announce it has completed the acquisition of Onwatch Pty Ltd (“Onwatch”), as announced to the market on 4 March 2019.

Acquisition of Onwatch is a key step in the continued execution of Threat Protect’s growth strategy and represents the Company’s largest acquisition to date.

Threat Protect has agreed to pay $35.8m for the Onwatch business through a combination of cash, equity and the assumption of the existing liabilities of Onwatch.

Onwatch has been a successfully run security monitoring and alarm business since 2005. The business consists of approximately 29,000 accounts:

18,000 direct subscribers predominately in the Eastern states, and

11,000 bureau subscribers serviced by 158 resellers

Onwatch has two control rooms; one in New South Wales which focuses on direct subscribers, and one in Victoria which services predominantly resellers.

The Acquisition will significantly expand Threat Protect’s national presence, adding in excess of $12.0m in annual recurring revenue, increasing Threat Protect’s monitoring revenue to $24.0m per annum (or $2.0m in recurring monthly revenue (RMR)).

THREAT PROTECT AUSTRALIA LIMITED

ACN 060 774 227 | ABN 36 060 774 227

672 Murray St West Perth WA 6005 | PO Box 1920, West Perth WA 6872

Tel: 1300 847 328 | Fax: +61 8 9322 9711 | Email: [email protected]

Website: www.threatprotect.com.au

The Company expects the acquisition to be immediately earnings per share accretive, and to positively contribute to Threat Protect’s 2H’19 revenue and earnings.

To facilitate the acquisition, Threat Protect restructured its debt arrangements and entered into a $36.0 million Note Subscription Agreement arranged by Soliton Capital Partners Pty Ltd (Soliton) and has also signed a new $8.0m unsecured debt facility with First Samuel Limited (First Samuel).

In April 2019, Threat Protect completed a $5.4m underwritten rights issue to all shareholders at a price of $0.25 per share.

The consideration for the acquisition was the issue of 8,000,000 shares in Threat Protect at an issue price of $0.25 per share to the vendors of Onwatch, the payment of cash of approximately $32.2 million and $1.5 million of deferred consideration, payable 12 months from the date of acquisition.

The Company has converted the $9.0m convertible notes issued to First Samuel into 42,857,153 shares at an issue price of $0.21 each, approval for which was granted by shareholders at a general meeting held in July 2018. First Samuel now holds 39.05% of the Company’s issued capital.

Following the issue of the above securities, the Company has 203,316,047 shares on issue. Please refer to the attached Appendix 3B for further details.

An updated FY19 Earnings Guidance announcement will be provided to the market in due course.

Threat Protect’s Managing Director Demetrios Pynes commented, “The Onwatch acquisition will enable us to capitalise on our previous expansion into the East coast, and by expanding into Victoria we further diversify our connection base and stable of resellers.

New monitoring revenue streams and cost and diversification benefits will add to the bottom line for Threat Protect shareholders whilst the extra funding secured from Soliton will ensure our acquisition path can continue with confidence”

- End –

For further information, contact:

Investors Demetrios Pynes Managing Director

Threat Protect Australia Limited + 61 414 984 806

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About Threat Protect Australia Limited

Threat Protect provides monitored security solutions that ensure the safety of Australian homes and businesses 24 hours a day, 365 days a year.

We have the highest security accreditation possible to achieve in Australia and use only state-of-the- art technology and equipment.

Our commitment to providing a complete end-to-end service is second to none, whether you own a small apartment or giant multi-national headquarters.

Monitored Security Systems

Security Personnel

Corporate Risk Consultancy

We call it “Security Without Compromise”.

Threat Protect is a leading Australian security agency fully licensed by WA, NSW, Victoria, Queensland and South Australian police departments, and other national and international bodies.

We support thousands of residential and business clients in Australia and beyond.

We will personally evaluate your security needs.

All products and services meet Australian Standards.

24-hour monitoring from our A1 graded control rooms in WA, NSW, SA and Victoria.

3

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

Threat Protect Australia Limited

ABN

30 060 774 227

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

1.Fully paid ordinary shares.

2.Fully paid ordinary shares

1.8,000,000

2.42,857,143

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.Fully paid ordinary shares.

2.Fully paid ordinary shares

+ See chapter 19 for defined terms.

Appendix 3B

New issue announcement

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

6d Number of +securities issued with security holder approval under rule 7.1A

1 and 2 - Yes. The fully paid ordinary shares will rank equally with the existing fully paid ordinary shares.

1.$0.25 each

2.$0.21 each

1.Issue of shares in part consideration for the acquisition of Onwatch Pty Ltd.

2.Issue of shares on conversion of convertible notes.

Yes

22 November 2018

8,000,000 fully paid ordinary shares

N/A

+ See chapter 19 for defined terms.

Appendix 3B

New issue announcement

6e Number of +securities issued N/A 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.

42,857,143 fully paid ordinary shares – Exception 16

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

7.121,297,407

7.1A 19,531,604

+ See chapter 19 for defined terms.

Appendix 3B

New issue announcement

9Number and +class of all

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

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

16Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

+ See chapter 19 for defined terms.

Appendix 3B

New issue announcement

17Policy for deciding entitlements in relation to fractions

18Names 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.

19Closing date for receipt of acceptances or renunciations

20Names of any underwriters

21Amount of any underwriting fee or commission

22Names of any brokers to the issue

23Fee or commission payable to the broker to the issue

24Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders

25If the issue is contingent on security holders’ approval, the date of the meeting

26Date entitlement and acceptance form and offer documents will be sent to persons entitled

27If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

+ See chapter 19 for defined terms.

Appendix 3B

New issue announcement

28Date rights trading will begin (if applicable)

29Date rights trading will end (if applicable)

30How do security holders sell their entitlements in full through a broker?

31How do security holders sell part of their entitlements through a broker and accept for the balance?

32How do security holders dispose of their entitlements (except by sale through a broker)?

+ See chapter 19 for defined terms.

Appendix 3B

New issue announcement

Part 3 - Quotation of securities

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

34Type of +securities (tick one)

(b)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

35If 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

36If 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

+ See chapter 19 for defined terms.

Appendix 3B

New issue announcement

Entities that have ticked box 34(b)

38Number of +securities for which

+quotation is sought

39+Class of +securities for which quotation is sought

40Do 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

41Reason 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)

Number+Class

42Number and +class of all

+securities quoted on ASX (including the +securities in clause 38)

+ See chapter 19 for defined terms.

2We 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.

3We 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.

4We 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.

+ See chapter 19 for defined terms.

Appendix 3B

New issue announcement

== == == == ==

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

+ See chapter 19 for defined terms.