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Company Overview

Change in nature and scale of activities and re-compliance with chapters 1 and 2 of the listing rules.

As announced at ASX on 8 April 2015 and 4 June 2015, Rubianna has executed a binding option agreement with zipMoney Holdings Pty Ltd (ZMH), ZMH’s shareholders (Vendors) and zipMoney Payments Pty Ltd (zipMoney) (Option Agreement). zipMoney is wholly owned by ZMH. Pursuant to the Option Agreement, the Company will acquire zipMoney (via its acquisition of all of the issued shares in ZMH) on the terms and conditions set out in Prospectus (Acquisition) lodged at ASIC on 11 August 2015. It can be downloaded here.

The Company's proposed acquisition of zipMoney will involve a significant change in the nature and scale of the Company's activities which requires approval of Shareholders under Chapter 11 of the Listing Rules. At the general meeting held on 28 July 2015 (General Meeting) Shareholder approval was obtained for, amongst other things, the Acquisition and the change in the nature and scale of the Company's activities.

The Company must comply with ASX requirements to re-list on ASX, which include re-complying with Chapters 1 and 2 of the Listing Rules. The Prospectus is issued to assist the Company to meet these requirements. The Offers under this Prospectus are conditional on the satisfaction of certain conditions. Refer to Section 4 for further details.

The Company's Shares have been suspended from trading on ASX since the date of the General Meeting referred to above and will not be reinstated until satisfaction of the Conditions of the Offers and ASX approving the Company's re-compliance with the admission requirements of Chapters 1 and 2 of the Listing Rules. There is a risk that the Company may not be able to meet the requirements of ASX for re-quotation on ASX. In the event the Conditions of the Offers are not satisfied or the Company does not receive conditional approval for re-quotation on ASX, then the Company will not proceed with the Offers and will repay all Application Monies received.

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