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1 ASX Release, 23 November 2017 GOLDFIELDS MONEY AND FINSURE ANNOUNCE A PROPOSED TRANSFORMATIONAL MERGER Goldfields Money Limited (ASX:GMY) ( Goldfields Money or the Company ), advises that it has signed an agreement with Finsure ( Process Agreement ). The Process Agreement outlines the key commercial terms of a proposal under which Goldfields Money will merge with Finsure by acquiring 100% of the diluted shares in Finsure via the issue of Goldfields Money shares ( Proposed Transaction ). The Directors of Goldfields Money believe the Proposed Transaction is TRANSFORMATIONAL for the Company and will deliver SUBSTANTIAL VALUE for Goldfields Money shareholders, if implemented Goldfields Money shares will be valued in the transaction at an ATTRACTIVE ISSUE PRICE of $1.50 per share, above the $1.27 to $1.39 per share range determined by the Independent Expert, Ernst & Young Transaction Advisory Services Limited with respect to the offer by Firstmac Holdings Limited The Proposed Transaction, if implemented, will result in Goldfields Money owning a FAST GROWING national mortgage aggregation network and wholesale mortgage business with the combined entity enjoying: Material profitability Increased scale Material revenue uplift and diversified income-streams Improved growth prospects Non-associated Goldfields Money shareholders will be given the opportunity to vote on the Proposed Transaction, which will be subject to a simple majority vote The Board is of the view the Proposed Transaction is a SUPERIOR PROPOSAL (subject to the Conditions of the Proposed Transaction being met), and continues to maintain its unanimous recommendation that you REJECT the Firstmac offer of $1.27 per share and TAKE NO ACTION Two of Goldfields Money s largest shareholders (who are not precluded from voting on the Proposed Transaction) and the Directors who are shareholders, have confirmed to the Board that they support the Proposed Transaction in the absence of a superior proposal

2 Overview of Finsure and the Proposed Transaction Finsure Holding Pty Ltd ( Finsure ) is one of Australia s fastest growing mortgage aggregation businesses. As at 30 June 2017, Finsure had a network in excess of ~1,200 loan writers across Australia, a historical book of approximately $26 billion and a team consisting of approximately 80 members. In the year ended 30 June 2017 Finsure originated approximately $11 billion in new mortgages and recorded statutory revenue of $163.4m, EBITDA of $8.9m and NPAT of $4.2m. ~1,200 loan writers in network ~$26 billion historical book ~6 years in business ~80 member team Finsure was ranked 2nd in Business Review Weekly s Fast Starters List in 2015 and 6th and 31st in BRW s Fast 100 list in 2016 and 2017 respectively. Since inception Finsure has been recognised and won many industry awards including winning the coveted 2017 Aggregator of the Year (>500 brokers) award at the Australian Mortgage Awards. Finsure was co-founded in 2011 by major shareholders John Kolenda (former Executive Director of Loan Market Group, co-founder of X-Inc. Finance, and General Manager Sales and Distribution at Aussie Home Loans) and Calvin Ng (founder of Aura Group, co-founder of 1300 Home Loan, Non-Executive Chairman of ibuynew Group Limited (IBN:ASX) and Non-Executive Director of Catapult Group International Limited (CAT:ASX). In addition to its mortgage aggregation business, Finsure also operates a wholesale mortgage management business and several proprietary comparison websites for home loans and other financial products including commercial mortgages and asset finance. As part of the Proposed Transaction, Goldfields Money will issue 40,750,000 shares to Finsure shareholders, comprising ~63% of Goldfields Money on a diluted basis including Goldfields Money Performance Rights. The new shares will be issued at $1.50 per share, valuing Finsure s equity at ~$61.1 million and the merged group at ~$97.5 million. Post transaction the Goldfields Money Board will continue to comprise a majority of independent Directors with Finsure shareholders entitled to nominate one Goldfields Money Director, which will be John Kolenda at the invitation of the current Goldfields Money Board. The existing management will continue to be responsible for regulation, risk and compliance in relation to Goldfields Money s Authorised Deposit-taking Institute license. The Proposed Transaction will, if implemented, provide Goldfields Money shareholders with exposure to the growing earnings base of Finsure and its extensive distribution capabilities. Upon the launch of Goldfields Money s core banking system, the Proposed Transaction will, if implemented, enable Goldfields Money to utilise the distribution capabilities of Finsure to selectively grow its assets.

3 Under the Process Agreement, Goldfields Money and Finsure have agreed to: (a) undertake due diligence for the purposes of pursuing the Proposed Transaction; and (b) subject to the completion of due diligence by both parties, negotiate in good faith and aim to finalise and sign a Merger Implementation Agreement ("MIA") by 22 December 2017, to reflect the key commercial terms of the Proposed Transaction as set out in the Process Agreement. Customary conditions, including receipt of Financial Sector (Shareholdings) Act ( FSSA ) approval from the Treasurer and consultation with the Australian Prudential Regulatory Authority ( APRA ), will be conditions to completion of the Proposed Transaction set out in the MIA. To facilitate this approval, Finsure (and its associates) have lodged an application with the Treasurer under the FSSA. Key Terms of the Process Agreement The key terms of the Process Agreement are outlined below. Key commercial terms of the Proposed Transaction: The Process Agreement sets out the key commercial terms of the Proposed Transaction, to be documented in the MIA, as follows: Consideration: 40,750,000 Goldfields Money shares will be issued to Finsure shareholders ( Consideration Shares ) based on an agreed issue price of $1.50 per share ( Issue Price ), which is above the $1.27 to $1.39 value per share range determined by the Independent Expert, Ernst & Young Transaction Advisory Services Limited with respect to the offer by Firstmac Holdings Limited, valuing Finsure s equity at ~$61.1 million and the merged group at ~$97.5 million based on the agreed capital structure that includes conversion of convertible notes and shareholder loans, net debt of ~$10.7 million and completion of a trail book acquisition planned by Finsure Conditions to the Proposed Transaction: Completion of the Proposed Transaction will be subject to the satisfaction (or waiver, if applicable) of various conditions, including: Obtaining all necessary regulatory approvals, including receipt of Financial Sector (Shareholdings) Act ("FSSA") approval from the Treasurer (an application has been lodged with the Treasurer under the FSSA for this purpose) Obtaining all necessary shareholder approvals ASX approving the quotation of Goldfields Money shares issued as consideration No Goldfields Money or Finsure material adverse effect, no Goldfields Money or Finsure prescribed event Exclusivity and break fees: Exclusivity and break fee provisions in respect of Goldfields which is consistent with those in the Process Agreement (summarised below)

4 Board composition: Finsure shareholders will be entitled to nominate one Goldfields Money Director, which will be Mr John Kolenda, a highly regarded business founder and executive with over 35 years experience in leading fast growing businesses including previously as GM Sales and Distribution of Aussie Home Loans up to its sale to CBA Exclusivity: The Process Agreement contains mutual exclusivity arrangements, including no shop, no talk and no due diligence provisions that prevent both Goldfields Money and Finsure from actively soliciting competing proposals or facilitating due diligence with any other party Break fees: The parties have under the Process Agreement agreed reciprocal break fees requiring: (a) Goldfields Money to make payment to Finsure of $100,000 (increasing to $200,000 if the Process Agreement is not terminated by Finsure on the basis of due diligence) or Finsure to make payment to Goldfields Money of $125,000 (increasing to $250,000 if the Process Agreement is not terminated by Goldfields Money on the basis of due diligence). A break fee will be payable by either Goldfields Money or Finsure (the "Relevant Party") to the other (the "Recipient"), if the Recipient terminates the Process Agreement in any of the following circumstances: Breach of exclusivity by the Relevant Party, or following material breach by the Relevant Party of the Process Agreement The Relevant Party accepts or enters into (or offers to accept or enter into) any agreement, arrangement or understanding regarding a competing proposal or a competing proposal completes substantially in accordance with its terms (or in the case of a competing proposal constituting a takeover bid, the bidder acquiring a relevant interest in more than 50%) Two or more directors of the Relevant Party recommend or support a competing proposal A prescribed event (change in capital structure, providing security to third parties, paying dividends, amending the constitution and insolvency events) occurs in relation to the Relevant Party Where the Relevant Party enters or recommends a competing proposal within ten business days of terminating the Process Agreement on the basis of due diligence (see below) Termination: The Process Agreement can be terminated by Goldfields Money or Finsure in certain circumstances: Due diligence: Where material matters arise as part of either party s due diligence that would have resulted in that party not entering into or only entering into the Process Agreement on materially different terms Exclusivity: Breach of exclusivity by the other party Breach: Material and unremedied breach of the Process Agreement by the other party Material adverse effect: Occurrence of a material adverse effect (that is a change, effect, matter or circumstance which has had or would reasonably be expected to have a material adverse effect on the structure, business, assets, liabilities, operations, financial or trading position, performance or prospects of the other party)

5 Prescribed event: Occurrence of a prescribed event in respect of the other party Competing proposal: Where the other party accepts or enters into a competing proposal (or such competing proposal completes) or two or more directors of the other party recommend or support a competing proposal The Process Agreement will automatically terminate on 5 January 2018 (subject to extension where a party has not been able to complete its due diligence on the other party as a result of a delay in making information available) or, if earlier, upon execution of the MIA. Next steps and process If the parties enter into a MIA following completion of due diligence, Goldfields Money will be required to prepare and despatch a notice convening a general meeting of Goldfields Money shareholders to consider and, if thought fit, pass required shareholder resolutions to implement the Proposed Transaction as soon as is practicable after signing of the MIA. That notice of meeting will be accompanied by an explanatory memorandum containing full details of the Proposed Transaction, together with a report from the Independent Expert as to whether the Proposed Transaction is fair and reasonable to Goldfields Money shareholders. It will be a term of the MIA, if entered into, that the Board of Directors will unanimously recommend the Proposed Transaction and agree to vote their shares in favour of the Proposed Transaction, subject only to the qualifications that no superior proposal emerges and that an independent expert concludes that the Proposed Transaction is "fair and reasonable" or "not fair but reasonable". The Firstmac Offer Firstmac Holdings Limited (ABN ) ( Firstmac ) announced on 9 November 2017 an increase to its unsolicited on-market cash offer to acquire all of the Company s ordinary shares to a price of $1.27 per share ( Increased Firstmac Offer ). The Board is of the view the Proposed Transaction is a SUPERIOR PROPOSAL (subject to the Conditions of the Proposed Transaction being met) and continues to maintain its unanimous recommendation that you REJECT the Increased Firstmac Offer and TAKE NO ACTION. While no assurance can be made as to the outcome of the Proposed Transaction, the Directors consider there is currently a reasonable prospect of proceeding to a vote on the Proposed Transaction by Goldfields Money shareholders. Should this change shareholders will be advised. By selling now, you will lose the opportunity to benefit from the Proposed Transaction.

6 Please refer to the presentation released today on the Proposed Transaction for further information, and if you require assistance, you can call the Goldfields Money Shareholder information line on (within Australia) or (outside Australia) at any time between 9:00am and 5:00pm (AWST) on Monday to Friday. Goldfields Money s financial adviser is Azure Capital and legal adviser is Lavan. Finsure s financial adviser is Aura Capital and legal adviser is Ashurst. Investor / Media Enquiries Simon Lyons Executive Director & CEO Goldfields Money slyons@goldfieldsmoney.com.au Ph: M: Andrew Rowell Director - Investor Relations Cannings Purple arowell@canningspurple.com.au Ph: M: About Goldfields Money Limited Goldfields Money Limited is an Authorised Deposit-taking Institution (ADI) regulated by the Australian Prudential Regulation Authority (APRA). The Company is currently the only Western Australian headquartered and ASX-listed ADI. Goldfields Money is focused on building the business around customers priorities through the smart use of digital technologies. About Finsure Holding Pty Limited Established in 2011, Finsure had set out to build a competitive and holistic offering for mortgage brokers in Australia with the aim to become a dominant player in the industry. Since inception, Finsure has positioned itself as a leader in the market in offering a diverse lending panel, flexible commission models, lead generation and mortgage broker support services. Through the acquisition of LoanKit in 2013 and a growing brand presence in the marketplace, Finsure has become one of the fastest growing aggregation business in the industry. Finsure was also recently named Aggregator of the Year for 2017 at the Australian Mortgage Awards. At the very core of the Finsure business ethos is the desire to provide the strongest value proposition to all partners and clients. It is this principle that underpins who Finsure is as an organisation, and why they are able to provide the maximum value to those who align with us. As at 30 June 2017, Finsure has a network in excess of 1,200 loan writers across Australia, and a historical book of approximately $26 billion.

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