Property Connect : Conversion of Convertible Note

CONVERSION OF CONVERTIBLE NOTE AND APPENDIX 3B Friday, 6 January 2017: Property Connect Holdings Limited (ASX: PCH) ('Property Connect' or the 'Company') is pleased to announce it has converted the $2 million raised by way of convertible note, as announced 24 October 2016, and has issued 333,333,333 fully paid ordinary shares in the Company at a $0.006 per share conversion, in accordance with the terms of the Convertible Note Agreement detailed in the Company's notice of annual general meeting ('NoM') dated 8 November 2016 (the 'Agreement').

The conversion follows the receipt of all necessary approvals under the Agreement at the Company's Annual General Meeting of shareholders on 15 December 2016 ('AGM'). 333,333,333 new shares have now been issued, including 10,000,000 to Mr. Darren Patterson, a Director of the Company.

The funds raised under the convertible note have been, and are being, used to continue development of Property Connect's LiveOfferTMproduct, drive expansion in the US as it continues to focus on its marketing and sales activity to grow the Company's customer base and existing customer support.

The LiveOfferTMplatform, targeted towards the large and rapidly growing multifamily apartment market in the US, allows owners and management companies to maximise rental revenue and optimise the rental offer process. Property Connect has a payments-based transaction model, with each rental transaction via its platform generating a fee of up to 3% in combination with a set up fee.

Although currently focused on the large and growing US market, management continue to look for expansion opportunities, and are investigating the potential for future expansion into the Australian market.

The capital raising was conducted by Wentworth Global Capital Partners ('Wentworth'); a respected and well established firm, with 25 years of corporate advisory and investment banking experience across a diverse range of industries and types of transactions. Wentworth remains a shareholder and is a key supporter of the Company.

Management remains focused on the ongoing success of the Company and would like to thank its shareholders for their continued support.

Cleansing Notice under Section 708A(5)(e)

The Company issues this notice pursuant to Section 708A(5)(e) of the Corporations Act 2001 (CTH) ('Act') in relation to the 333,333,333 shares issued as outlined above ('Shares').

The Shares were issued without disclosure to investors under Part 6D.2 of the Act, in reliance on Section 708(8) of the Act. The Company, as at the date of this notice, has complied with:

1. the provisions of Chapter 2M of the Act as they apply to the Company; and

2. Section 674 of the Act.

As at the date of this notice, there is no excluded information for the purposes of Sections 708A (7) and (8) of the Act in relation to the Company.

Option Issues

In accordance with shareholder approval received at the recent AGM, the Company has issued 8 million options exercisable at $0.02 to Mr. Tim Manson and 4 million options exercisable at $0.02 to Mr. Darren Patterson on the terms set out in the NoM.

An Appendix 3B in relation to these issues is attached.

-END-

Forward-Looking Statements

This document includes forward-looking statements. Forward-looking statements include, but are not limited to, statements concerning PCH's potential business development, corporate activities and any, and all, statements that are not historical facts. When used in this document, words such as "could," "plan," "estimate," "expect," "intend," "may", "potential," "should" and similar expressions are forward- looking statements. PCH believes that its forward-looking statements are reasonable; however, forward-looking statements involve risks and uncertainties and no assurance can be given that actual future results will be consistent with these forward-looking statements. All figures presented in this document are unaudited and this document does not contain any forecasts of profitability or loss.

For more information, please contact:

Tim Manson

Founder, director and CEO [e-mail]

Media Queries

Harrison Polites [e-mail]

[phone]

About Property Connect

Property Connect has developed the LiveOfferTMtechnology, designed to create an easy, fair and transparent system under which potential tenants can negotiate the best offer on a rental property. Founded in 2012 and based in Los Angeles, Property Connect enables leasing agents the opportunity to secure optimal leasing terms on each property.

The company is listed on the Australian Securities Exchange (ASX: PCH). www.propertyconnect.com

Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

PROPERTY CONNECT HOLDINGS LIMITED

ACN

27 091 320 464

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1. Fully Paid Ordinary Shares ("Shares").

2. Unquoted options exercisable at $0.02 each on or before 20 December 2019 ("PCOHA").

1 +Class of +securities issued or to be issued

1. 333,333,333 Fully Paid Ordinary Shares.

2. 12,000,000 Unquoted Options

1. Number of +securities issued or to be issued (if known) or maximum number which may be issued

2. Fully Paid Ordinary Shares.

3. Unquoted options to acquire new ordinary fully paid shares in the company on a 1:1 basis exercisable at $0.02 on or before 20 December 2019 with the conditions outlined in the Notice of Meeting dated 8 November 2016 ("NoM") relating to resolutions 9 and 10.

4. Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid

5. +securities, the amount

   outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

   + See chapter 19 for defined terms.

   04/03/2013 Appendix 3B Page 1