SPH Notice – Troy Tarrant

Disclosure of beginning to have substantial holding Section 276, Financial Markets Conduct Act 2013 To NZX Limited and To PaySauce Limited Date this disclosure made: 7 January 2019 Date on which substantial holding began: 21 December 2018 Substantial product holder(s) giving disclosure Full name(s): Gibson Sheat Trustees Limited (as trustee of the Gondolin Trust) and Troy Tarrant (as trustee and sole beneficiary of the Gondolin Trust) Summary of substantial holding Class of quoted voting products: Ordinary shares in PaySauce Limited Summary for Gibson Sheat Trustees Limited (as trustee of the Gondolin Trust) and Troy Tarrant (as trustee and sole beneficiary of the Gondolin Trust) For this disclosure,-- (a) total number held in class: 836,481,557 (b) total in class: 5,843,543,401 (c) total percentage held in class: 14.31% Details of relevant interests Details for Gibson Sheat Trustees Limited (as trustee of the Gondolin Trust) Nature of relevant interest(s): Gibson Sheat Trustees Limited ("GSTL") is party to a restricted security deed (attached) with PaySauce Limited ("PYS"). Under the restricted security deed, GSTL has agreed that it will not dispose of or transfer any of its shares in PYS (among other things), until audited financial statements for the PYS group for the financial year ending 31 March 2019 are made available to the public, unless GSTL receives prior written approval from PYS, PYS's "non-interested directors" and the Special Division of the New Zealand Markets Disciplinary Tribunal. For that relevant interest,-- (a) number held in class: 836,481,557 (b) percentage held in class: 14.31% (c) current registered holder(s): not applicable (d) registered holder(s) once transfers are registered: Gibson Sheat Trustees Limited and Troy Tarrant (as trustees of the Gondolin Trust) For a derivative relevant interest, also-- (a) type of derivative: not applicable (b) details of derivative: not applicable (c) parties to the derivative: not applicable (d) if the substantial product holder is not a party to the derivative, the nature of the relevant interest in the derivative: not applicable Details for Troy Tarrant (as trustee and sole beneficiary of the Gondolin Trust) Nature of relevant interest(s): Troy Tarrant as trustee and sole beneficiary of the Gondolin Trust is party to a restricted security deed (attached) with PaySauce Limited ("PYS"). Under the restricted security deed, the Gondolin Trust has agreed that it will not dispose of or transfer any of its shares in PYS (among other things), until audited financial statements for the PYS group for the financial year ending 31 March 2019 are made available to the public, unless the Gondolin Trust receives prior written approval from PYS, PYS's "noninterested directors" and the Special Division of the New Zealand Markets Disciplinary Tribunal. For that relevant interest,-- (a) number held in class: 836,481,557 (b) percentage held in class: 14.31% (c) current registered holder(s): not applicable (d) registered holder(s) once transfers are registered: Gibson Sheat Trustees Limited and Troy Tarrant (as trustees of the Gondolin Trust) For a derivative relevant interest, also-- (a) type of derivative: not applicable (b) details of derivative: not applicable (c) parties to the derivative: not applicable (d) if the substantial product holder is not a party to the derivative, the nature of the relevant interest in the derivative: not applicable Details of transactions and events giving rise to substantial holding Details of the transactions or other events requiring disclosure: On 21 December 2018, Energy Mad Limited (which has been renamed PaySauce Limited) ("EML") completed the acquisition of all of the ordinary shares of PaySauce Limited (which has been renamed PaySauce Operations Limited) ("PaySauce") from the existing shareholders of PaySauce for consideration of $10 million, which was satisfied by EML issuing 5,667,706,766 shares to the existing shareholders of PaySauce at a price of approximately 0.18 cents per share. Additional information Address of substantial product holder: 40 Ferry Road, Days Bay, Lower Hutt 5013, New Zealand Contact details: Troy Tarrant, 021 554 695, 40 Ferry Road, Days Bay, Lower Hutt 5013, New Zealand Nature of connection between substantial product holders: each a trustee of the Gondolin Trust. Name of any other person believed to have given, or believed to be required to give, a disclosure under the Financial Markets Conduct Act 2013 in relation to the financial products to which this disclosure relates: not applicable Disclosure has effect for purposes of directors' and senior managers' disclosure Troy Tarrant is also the Chief Technology Officer of PaySauce Limited. This disclosure also constitutes disclosure for the purposes of the directors' and senior managers' disclosure obligations. Certification I, Asantha Wijeyeratne, certify that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made. End CA:00329174 For:PYS Type:SHINTR Time:2019-01-07 11:47:19