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1 HotCopper Holdings Limited ACN Supplementary Prospectus 1 Introduction This Supplementary Prospectus contains particulars of changes to and supplements the Prospectus dated 27 July 2016 issued by HotCopper Holdings Limited (Company) in respect of the issue of 110 million fully paid ordinary shares at an issue price of $0.20 per share (Original Prospectus). This Supplementary Prospectus is dated 18 August 2016 and was lodged with the ASIC on that date. Neither ASIC nor ASX takes any responsibility for the contents of this Supplementary Prospectus or the merits of the investment to which it relates. This Supplementary Prospectus should be read together with the Original Prospectus. To the extent of any inconsistency between this Supplementary Prospectus and the Original Prospectus, the provisions of this Supplementary Prospectus will prevail. Unless otherwise indicated, terms defined and used in the Original Prospectus have the same meaning as in this Supplementary Prospectus. This is an important document and should be read in its entirety. If you do not understand this Supplementary Prospectus you should consult your professional advisers without delay. The Shares offered by this Supplementary Prospectus should be considered speculative. 2 Reasons for Supplementary Prospectus This Supplementary Prospectus has been prepared to provide additional information as a consequence of concerns raised by ASIC in relation to the Original Prospectus. 3 Action required by investors Investors who have not previously lodged an Application Form All new Applications for Shares can only be accepted on the Application Form accompanying this Supplementary Prospectus. Applications must not be made on the Application Form accompanying the Original Prospectus. In all other respects, the procedure for applying for shares is as set out in sections 7.2 and 7.3 of the Original Prospectus. Investors who wish to participate in the Offer will need to complete and lodge an Application Form before the Closing Date of the Offer, being 31 August The Closing Date is subject to change. 1

2 Investors who have already lodged an Application Form In accordance with section 724 of the Corporations Act, Applicants who have already lodged an Application Form pursuant to the Original Prospectus will be repaid their Application Monies. Those Applicants may make a new Application on the Application Form accompanying this Supplementary Prospectus. 4 Content supplemented The Original Prospectus is supplemented with the following information: 4.1 Proceeds of the Offer and Application of Funds The Original Prospectus refers to the expected gross proceeds of the Offer of $12,184,233. The Company confirms that the Offer is dependent on the entire amount of $12,184,233 being raised and accordingly if Applications are not received and accepted for that amount the Offer will not proceed and Applicant s funds will be refunded to them. The application of funds to be raised set out in section of the Original Prospectus includes the amount of $683,000 to be applied to working capital. A breakdown of the proposed application of these working capital funds is as follows: Working capital $ IT $204,156 Marketing $86,000 Consultants $84,000 Exchange Data Feeds $122,196 Legal Fees $60,000 Accounting and Audit $83,500 Administration $37,148 Additional Offer Costs $6,000 Total $683,000 These funds will be expended over a 12 month period after Listing. The funds to be applied to product development and website enhancement will be expended over an 18 month period after Listing. The funds to be applied towards offer costs will be expended once Listing occurs. 2

3 4.2 Additional Information in relation to Forecast Financial Information The Original Prospectus refers to the fact that HotCopper is currently profitable and has historically funded its operations from operating earnings and that neither Report Card nor the Company presently intend to pay any dividends in FY17 as surplus profits will be invested in the business in order to maximise growth. The Forecast Financial Information for the Company for FY17 discloses a forecast loss of FY17 of $609,867. As set out in the table in section the forecast loss includes an option expense of $975,165. The option expense is the estimated fair value of the options (determined using the Black-Scholes option pricing model) proposed to be issued by the Company to directors, staff, advisors, associates and consultants (as detailed in sections and of the Original Prospectus) which will be recorded as an expense in the Company s accounts in the period in which the options are issued. The estimated fair value of the options proposed to be issued to the Lead Manager is $145,435 which has been recorded as an expense in the statement of changes in equity as these options relate to the costs of the IPO capital raising. These expenses are a non-cash item and therefore will have no effect on the ability of the Company to fund its operations. Furthermore, the Company forecasts that the underlying operations of Report Card will continue to be profitable in FY17 and it is expected that the HotCopper business will have surplus cash available to be reinvested in the business. The table referred to in section refers to other expenses. A breakdown of the other expenses included in the Forecast Financial Information for FY16 and FY17 is as follows: Expense FY16 $ FY17 $ IPO Costs $161,156 $158,155 IT $193,310 $204,156 Marketing $140,376 $86,000 Exchange Data Feeds $109,768 $122,196 Administration $240,597 $262,686 Legal Fees $72,130 $60,000 Accounting and Audit $46,774 $83,500 Asset Impairment (708Placements acquisition) $27,135 $0 Employment Costs $27,034 $600 Insurance $22,323 $46,790 Rent and Outgoings $19,998 $43,200 Foreign exchange expense $19,295 $0 Total other expenses $1,079,896 $1,067,283 3

4 4.3 Additional Information in relation to Key Executives Section 3 of the Original Prospectus provides information in relation to Key People, Interests and Benefits. The following additional information is provided in relation to senior management of Report Card, the company that operates the HotCopper business. Mr Geoffrey Reilly Executive Director, Report Card Mr Reilly s responsibilities and duties in the role of Executive Director comprise the following: Management of the in-house operational teams responsible for IT (applications, data base and infrastructure) and administration of the HotCopper website. Management and oversight of outsourced arrangements being finance, payroll, legal, risk and compliance. Establishing systems and processes to ensure delivery of services across all departments that meet both compliance and customer standards and financial and operational targets. Developing and monitoring KPI's across the operating divisions to drive service and operational performance improvement. Management of operational team budgets and staffing. Achievement of operational team service levels. Driving performance improvement. Delivering an exceptional customer experience. Project management and delivery of all new business strategies. Mr Reilly performs his role on a part-time basis as required by the Report Card Board. Mr Reilly also acts as Chief Operating Officer of Somers & Partners and Chief Operating Officer, Asia Pacific for GMP Securities Asia Limited but these roles will not place any constraints on Mr Reilly s availability to provide executive services to Report Card. Mr Reilly s qualifications, experience and expertise relevant to the role of Executive Director are set out in section 3.1 of the Original Prospectus. Mr Ben Newport Account Executive, Report Card Mr Newport s responsibilities and duties in the role of Account Executive comprise the following: Management of advertising bookings for the website. 4

5 Coordination of mail outs and banner placements. Management and review of work performed by Report Card s advertising agencies. Management of direct advertising sales for Report Card. Contribution to project planning. Formulation of marketing strategies and material. Production of sales reports. Responsibility for all advertisements running on the HotCopper website. Mr Newport works for HotCopper as a full time employee. Mr Newport s qualifications are set out in section 3.3 of the Original Prospectus. Prior to his appointment with HotCopper Mr Newport spent 5 years in Senior Business Development roles with Future Logic and Telstra. Both roles involved the selling of managed product and services to SME businesses within Western Australia. 4.4 Updated Membership and Visitor Data Section 2.1 of the Original Prospectus sets out current and historic information in relation to HotCopper membership and visitors to the HotCopper website up to the end of May In the period to 31 July 2016 the number of HotCopper registered Members has increased to approximately 248,000. The chart setting out the approximate number of monthly unique visitors has been updated below to include the months of June and July , , ,000 Monthly Unique Visitors 400, , , ,

6 4.5 Market Position Section 2.3 of the Original Prospectus provided information on HotCopper s market position. The Company hereby withdraws Section 2.3 of the Original Prospectus because the Company has not obtained the consent of the source of the information to the inclusion of the information in the Prospectus. Section 2.3 of the Original Prospectus should therefore be disregarded. 4.6 Indicative Market Capitalisation Section 1.8 of the Original Prospectus refers to the indicative market capitalisation of the Company based on the Offer Price. The Company notes that the price at which its Shares may trade on the day that they are admitted for quotation on ASX cannot be known and may be higher or lower than the Offer Price of $0.20 per Share. As such the market capitalisation of the Company at the time of quotation on ASX also cannot be known. 5 Costs of the Offer Additional costs have been incurred in relation to the Offer as a consequence of the preparation of this Supplementary Prospectus. An estimate of these costs is as follows: Expense $ Legal costs $5,000 Printing, IT and ancillary costs $1,000 Total $6,000 As a consequence of the additional costs, the estimated expenses of the Offer to be paid from the Offer proceeds as set out in section of the Original Prospectus has increased by $6,000 and the working capital figure stated in the table in section of the Original Prospectus has reduced by a corresponding amount. 6 Consents This Supplementary Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors. 6

7 In accordance with section 720 of the Corporations Act, each Director has given their consent to the lodgement of this Supplementary Prospectus with ASIC and has not withdrawn that consent prior to lodgement. Signed for and on behalf of HotCopper Holdings Limited Ex 11