Replacement Prospectus

Rewardle Holdings Limited (ACN 168 751 746)
BY DOWNLOADING, PRINTING OR VIEWING THE REPLACEMENT PROSPECTUS, YOU AGREE TO AND ACKNOWLEDGE READING THESE TERMS SET OUT BELOW

Important Notice The Prospectus (comprised of the replacement prospectus, the first supplementary prospectus, and the second supplementary prospectus) is an important document that should be read in its entirety. If you have any doubts as to how to deal with it, you should consult your legal, financial or other professional adviser. An investment in Shares offered under this Prospectus is highly speculative. By accessing the Prospectus (by clicking on the link below) you acknowledge that you have read and accept the terms set out in this notice. The replacement prospectus is dated 20 August 2014 and was lodged by Rewardle Holdings Ltd Limited (Company) with ASIC on that date (Prospectus). It replaces the original prospectus lodged with ASIC on 8 August 2014 (Original Prospectus). The Company has lodged a supplementary prospectus with ASIC on 9 September 2014 which must be read in conjunction with the Prospectus (First Supplementary Prospectus). The Company has also lodged a further supplementary prospectus with ASIC on 30 September 2014 which must be read in conjunction with the Prospectus and the First Supplementary Prospectus (Second Supplementary Prospectus). The Prospectus is for an initial public offer of 20 million fully paid ordinary shares in the capital of the Company (Shares) at an issue price of $0.20 each to raise $4 million (Offer). The minimum subscription under the Offer is $3 million. The key differences between the Original Prospectus and this Prospectus include formatting and layout amendments, the deletion and reconfiguration of some graphics and diagrams, inclusion in the Chairman’s Letter of a brief summary of the key risks involved with an investment in the Company, inclusion of a use of funds table in Section 2.9, and inclusion of the material financial information of the Company’s wholly owned subsidiary, Rewardle Pty Ltd in section 2.13. Sections 2.2 and 4.13(i) have also been amended to clarify the Company’s business model and its present status, particularly in respect of revenue. Additionally, the Investigating Accountant’s Report in Section 7 has been amended to include the correct amount of Performance Options, and a Black-Scholes valuation of the options attaching to the Convertible Note. The First Supplementary Prospectus includes an updated Investigating Accountant’s Report which includes details of the Company’s expenditure in the ordinary course of business from 31 March 2014 and also includes details of the growth of the Merchant and Member Network. The Second Supplementary Prospectus includes a further updated Investigating Accountant’s Report which includes further details of the Company’s expenditure in the ordinary course of business from 1 July 2014 and has been prepared using the Company’s audited financial statements as at 30 June 2014. The Second Supplementary Prospectus also includes details of the growth of the Merchant and Member Network, and updated Interests and Expenses of the Offer, and Use of Funds. Neither ASIC, ASX nor any of their respective officers take any responsibility for the contents of the Prospectus (including the First Supplementary Prospectus and the Second Supplementary Prospectus) or the merits of the investment to which this Prospectus relates. No securities will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. Disclaimer No person is authorised to provide any information or make any representation in connection with the Offer which is not contained in this Prospectus. No action has been taken to register to qualify the Shares, or the Offer, or otherwise permit a public offering of Shares, in any jurisdiction outside Australia. The Company is not liable for any loss incurred from accessing or relying on this site, including but not limited to data corruption on download. Exposure Period In accordance with Chapter 6D of the Corporations Act, the Original Prospectus was subject to an Exposure Period of 7 days from the date of lodgement of the Original Prospectus with ASIC. This period was extended by ASIC for a further period of 7 days. Applications for Shares under this Prospectus will not be processed by the Company until after the expiry of the Exposure Period. No preference will be conferred on applications lodged prior to the expiry of the Exposure Period. Foreign jurisdictions This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom it would not be lawful to make such an offer or invitation. This distribution of this Prospectus (in electronic or hard copy form) in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. The information and electronic Prospectus provided by this website is available to persons accessing this website from within Australia only. If you are accessing this website from anywhere outside Australia, please do not download the electronic Prospectus accessible through this website. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Forward looking statements This Prospectus (including the First Supplementary Prospectus and Second Supplementary Prospectus) contains forward-looking statements which are identified by words such as ‘could’, ‘believes’, ‘may’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, and its Directors and management. Enquiries If you have any questions please contact the Company on +61 8 9388 8290 (or by email at corporate@rewardle.com) at any time between 8.00am and 5.00pm (WST time) Monday to Friday until the Closing Date. Alternatively, consult your broker or other professional advisor.