Press Release

Underwritten Placing by Founder Shareholders of 35,000,000 Existing Ordinary Shares

NETELLER announces that certain of the Company’s founder shareholders, Corvina International Ltd., Eagle Medallion Fortress Investment Corporation (“Eagle Medallion”) and 1098853 Alberta Ltd. (collectively the “Sellers”), are undertaking an underwritten placing of 35,000,000 existing ordinary shares (the “Placing Shares”) exclusively through the Company’s brokers, Canaccord Capital (Europe) Limited (the “Placing”). The underwritten placing is to be completed at 625 pence per share.

The Sellers have agreed to an additional market lock-in arrangement with Canaccord which among other things will restrict their ability to sell any further shares for 12 months from 7 November 2005. The Placing will result in the founder shareholders holding less than 30 per cent of the issued share capital of the Company and hence no longer be deemed to exercise control, as defined by the City Code. Confirmed buyers in the placing include two members of the Company’s senior management team.

In advance of the placing today, Corvina International Ltd. (“Corvina”) transferred 16,111,603 shares, representing 13.4% of the Company’s share capital, to Eagle Medallion, reflecting the ultimate beneficial interest of John LeFebvre, non-executive director of the Company. John LeFebvre is the sole shareholder of Eagle Medallion, holding 100% of the issued share capital. Eagle Medallion is selling 9,473,509 shares as part of the Placing.

Stephen Lawrence, chairman of the Company, is a shareholder of Corvina, holding 95.8% of the issued share capital of Corvina, which prior to the Placing and after the transfer to Eagle Medallion is the registered holder of 27,431,380 ordinary shares in the Company, representing 22.8% of the Company’s issued share capital. Corvina is selling 17,345,839 shares as part of the Placing.

The Placing Shares are already admitted to trading on AIM. Following the Placing Corvina will continue to hold 10,085,541 ordinary shares of the Company, Eagle Medallion will continue to hold 6,638,094 ordinary shares of the Company and 1098853 Alberta Ltd. will continue to hold 8,144,765 ordinary shares of the Company (representing approximately 8.4%, 5.5% and 6.8%, respectively, of the issued and outstanding ordinary shares of the Company).

This announcement (“Announcement”) is for informational purposes only. The Appendix to this Announcement is directed only at residents of the United States and Canada and the Placing to persons in the United States and Canada will be conducted in accordance with the terms and conditions set out in the Appendix.

This Announcement is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "US Securities Act"). The Company or Sellers do not intend to register any securities under the US Securities Act and does not intend to offer any securities to the public in the United States. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this announcement, will not be accepted.

This Announcement is not an offer for sale of securities in or into Japan, Australia or the Republic of Ireland or in any other jurisdiction.

Canaccord is acting exclusively for the Sellers in connection with the Placing and no one else and will not be responsible to anyone other than the Sellers for providing the protections afforded to clients of Canaccord nor for providing advice in relation to the Placing or any transaction or arrangement referred to herein. Canaccord can be contacted at 27 Upper Brook Street, London W1K 7QF. The Placing is conditional upon, inter alia, the letter agreement between the Sellers and Canaccord not being terminated prior to 14 November 2005 the date when settlement is expected to occur in CREST.

This Appendix and the terms and conditions set out herein are directed only to persons who are outside the United Kingdom and that are either (i) persons that are in the United States and "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the US Securities Act; or (ii) resident in Alberta, British Columbia or Ontario and "accredited investors" as defined in National Instrument 45-106 Prospectus and Registration Exemptions ("NI 45-106") ("Relevant Persons"). This Appendix must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Appendix and the terms and conditions set out herein relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This Appendix does not in itself constitute an offer for sale or subscription of any securities in the Company.

Relevant Persons who choose to participate in the Placing ("Placees" or "Participants") will be deemed to have read and understood the Announcement and this Appendix in its entirety and to be participating on the terms and conditions contained therein and herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Appendix.

Neither of the Announcement nor this Appendix constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for ordinary shares in the capital of the Company in the United States, or in any jurisdiction in which such offer or solicitation is unlawful and the information contained herein is not for publication or distribution to persons in the United States or any jurisdiction in which such publication or distribution is unlawful. Persons receiving the Announcement and this Appendix (including, without limitation, custodians, nominees and trustees) must not distribute, mail or send it in, into or from the United States, or use the United States mails, directly or indirectly, in connection with the Placing, and so doing may invalidate any related purported application for Placing Shares. The Placing Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States, and, subject to certain exceptions from the appropriate requirements of such jurisdiction, may not be offered or sold, resold or delivered, directly or indirectly in or into the United States, or to, or for the account or benefit of, US persons (within the meaning of Regulation S under the US Securities Act). No public offering of the Placing Shares is being made in the United States. The Placing Shares are being offered and sold outside the United States in reliance on Regulation S of the US Securities Act. Until the expiration of 40 days after the closing of the Placing, an offer or sale of the Placing Shares sold in reliance upon Regulation S within the United States or to, or for the account or benefit of, US persons may violate the registration requirements of the US Securities Act.

The distribution of the Announcement and this Appendix and the Placing of ordinary shares in the capital of the Company in certain other jurisdictions may be restricted by law. No action has been taken by the Company, the Sellers or Canaccord that would permit an offer of such ordinary shares or possession or distribution of the Announcement or this Appendix or any other offering or publicity material relating to such ordinary shares in any jurisdiction where action for that purpose is required. Persons into whose possession the Announcement and this Appendix comes are required by the Company, the Sellers and Canaccord to inform themselves about and to observe any such restrictions.

Canaccord has entered into a letter agreement (the "Letter Agreement") with the Sellers whereby Canaccord, as broker for the Sellers, will as agent of the Sellers procure placees for 35,000,000 Placing Shares at the Placing Price of £6.25 per share and, if necessary, will itself purchase the Placing Shares for which it has not procured purchasers at the Placing Price.

Admission to Trading

The Placing Shares are already admitted to trading on AIM.

Principal Terms of the Placing

1. Canaccord, directly or through an affiliate or sub-agent, is arranging the Placing as agent for the Sellers. For that portion of the Placing Shares which Canaccord does not procure purchasers itself at the Placing Price, Canaccord, directly or through an affiliate or sub-agent, will purchase shares as principal.

2. Participation will only be available to Relevant Persons invited to participate by Canaccord, directly or through the relevant affiliate, and who communicate their wish to participate in the Placing to Canaccord, directly or through the relevant affiliate, in accordance with paragraph 4 below and who are able to participate in accordance with the terms and conditions set out herein. Canaccord, directly or through an affiliate, is entitled to enter bids as principals in the Placing.

3. The Placing Price is £6.25 per Placing Share.

4. A Relevant Person that wishes to participate in the Placing should communicate its order by telephone to Canaccord’s relevant affiliate. The order should state the number of Placing Shares which the Relevant Person wishes to purchase at the Placing Price.

5. Any order will be made on the terms and conditions in this Appendix and will not be capable of variation or revocation after the close of the Placing.

6. Canaccord reserves the right not to accept bids or to accept orders in part rather than in whole. The acceptance of orders shall be at Canaccord’s absolute discretion.

7. The Placing will close no later than 8am (London time) on 8 November 2005, but may be closed earlier at the sole discretion of Canaccord. Canaccord may, in its sole discretion, accept orders that are received after the Placing has closed.

Conditions of the Letter Agreement

The Placing is conditional on the Letter Agreement becoming unconditional in all respects and not being terminated in accordance with its terms.

Canaccord reserves the right to waive or to extend the time and/or date for fulfilment of the conditions in the Letter Agreement. Any such extension or waiver will not affect Placees’ commitments. Neither Canaccord nor the Sellers shall have any liability to any Placee (or to any other person whether acting for or on behalf of a Placee or otherwise) in respect of any decision it or they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Letter Agreement.

If any condition is not satisfied in all respects or (where applicable) waived, in whole or in part, by Canaccord or becomes incapable of being satisfied (and is not so waived) by the required time, the Sellers will procure that the Company promptly make a public announcement through a Regulatory Information Service to that effect.

If: (a) any of the conditions above are not satisfied (or, where relevant, waived); (b) the Letter Agreement is terminated; or (c) the Letter Agreement does not otherwise become unconditional in all respects, the Placing will lapse and Placees’ rights and obligations hereunder shall cease and determine at such time and no claim shall be made by Placees in respect thereof.

Each Participant in the Placing agrees that its rights and obligations hereunder terminate only in the circumstances described above and will not be capable of rescission or termination by it.

Right to Terminate Under the Letter Agreement

Canaccord is entitled in its absolute discretion by notice in writing to the Sellers to terminate the Letter Agreement if, inter alia, prior to completion of the Placing:

1. (a) there shall occur any material adverse change in the financial markets in the Canada, United States, the UK, any member of the European Union or the international financial markets, any outbreak of hostilities or escalation of hostilities or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, or currency exchange rates, in each case the effect of which is such as to make it, in the reasonable judgment of Canaccord acting in good faith, impracticable or inadvisable to market the Placing Shares or to enforce contracts for the sale of the Placing Shares; or

2. (b) in the opinion of Canaccord, there shall have been any material adverse change (whether or not foreseeable at the date of this agreement) in, or any development reasonably likely to involve a prospective material adverse change in the condition (financial, operational, legal or otherwise) or the earnings, business affairs or business prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business.

Each Participant in the Placing agrees with Canaccord that the exercise by Canaccord of any right of termination or other right or discretion under the Letter Agreement shall be at the absolute discretion of Canaccord and that Canaccord need make no reference to Participants and shall have no liability to Participants whatsoever in connection therewith.

Placing Documents

The Placees’ commitments will be made solely on the basis of the information contained in the Announcement and this Appendix and any information publicly announced to a Regulatory Information Service by or on behalf of the Company prior to the date of this Announcement. Each Placee agrees and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of Canaccord, the Sellers or the Company and neither the Company, Sellers nor Canaccord will be liable for any Placee’s decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial and trading position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration, Settlement and Stamp Duty

Placees will be sent a conditional contract note which shall state the number of Placing Shares acquired by such Placee at the Placing Price. It is expected that these conditional contract notes will be despatched on 7 November 2005.

Settlement of transactions in the Placing Shares (ISIN: GB0034264548) to Placees will take place in uncertificated form against payment within the CREST system via CREST Participant 805.

If a Placee resident in US, Alberta, British Columbia or Ontario is unable to settle the purchase of the Placing Shares within the CREST system, settlement will occur in certificated form (i.e. paper share certificates). If a Placee resident in United States, Alberta, British Columbia or Ontario settles the purchase of Placing Shares in certificated form, the Placee acknowledges and understands that: (i) such certificate(s) will bear a legend in accordance with applicable Canadian and U.S. securities laws; and (ii) settlement of its Placing Shares will be delayed beyond the expected date for settlement in CREST. See "Notice to Canadian Investors" and "Notice to US investors".

Settlement in CREST is expected to occur on or about 14 November 2005.

Interest is chargeable and will accrue daily on all amounts due from the Placees to the extent that value is received after the due date at the rate of 5 percentage points above prevailing LIBOR.

In the event that a Participant does not comply with its settlement obligations, Canaccord may sell the Placing Shares allocated to such Participant and retain the sale proceeds (net of any expenses of sale in relation to such Placing Shares). Such Participant will, however, remain liable for any shortfall between the net proceeds of such sale and the Placing Price in respect of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Participant’s Placing Shares on its behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, each Participant opting to have its Placing Shares so delivered should ensure that the conditional contract note is copied and delivered immediately to the relevant person within that organisation.

Stamp duty or stamp duty reserve tax will be payable by Placees at the rate of 0.5% of the aggregate Placing Price paid by the Placee in connection with the purchase of the Placing Shares and Placees undertake to Company, the Sellers and Canaccord that they are responsible for and will pay the stamp duty or stamp duty reserve tax arising from their purchase of the Placing Shares.

No Participant will be entitled to receive any fee or commission in connection with the Placing.

Representations, Warranties and Acknowledgements

In addition to making the following representations, warranties and acknowledgements, Placees in the US make the representations, warranties and acknowledgements set out under the heading "Notice to US Investors" below and Placees resident in Alberta, British Columbia and Ontario make the representations, warranties and acknowledgements set out under the heading "Notice to Canadian Investors" below.

By participating in the Placing each Placee represents, warrants and acknowledges that:

1. it has read the Announcement and this Appendix;
   
2. the only information upon which it has relied in committing to acquire the Placing Shares is that contained in the Announcement and this Appendix and any information publicly announced to a Regulatory Information Service by or on behalf of the Company prior to the date of this announcement and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company, Sellers or Canaccord; 
   
3. stamp duty or stamp duty reserve tax will be payable by it in connection with the purchase of the Placing Shares and the Placee undertake to Company, the Sellers and Canaccord that it is responsible for and will pay the stamp duty or stamp duty reserve tax arising from its purchase of the Placing Shares; 
   
4. the Placing Shares have not been and will not be registered under the US Securities Act, or under the securities laws of any state of the United States, and, subject to the conditions contained under the heading in "Notice to US Investors" below, are being offered and sold on behalf of the Sellers only outside the United States in accordance with Rule 903 of Regulation S under the US Securities Act; 
   
5. the Placing Shares have not been and will not be registered under the securities legislation of Japan, Australia or the Republic of Ireland and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within Japan, Australia or the Republic of Ireland; 
   
6. it has complied with its obligations in connection with money laundering under the Criminal Justice Act 1993, the Money Laundering Regulations 2003 (the "Regulations") and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations; 
   
7. it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this announcement); 
   
8. it will purchase and pay for the Placing Shares acquired by it in accordance with the Announcement and this Appendix on the due time and date set out herein, and acknowledges that should it fail to do so, the relevant Placing Shares may be sold at such price as Canaccord determine, and that it will remain liable for any shortfall between the net proceeds of such sale and the placing proceeds of such Placing Shares; 
   
9. participation in the Placing is on the basis that it is not and will not be a client of Canaccord and that Canaccord does not have duties or responsibilities to it for providing the protections afforded to their respective clients or for providing advice in relation to the Placing; 
   
10. it undertakes that the person who it specifies for registration as the holder of the Placing Shares will be (i) the Placee or (ii) a nominee of the Placee, as the case may be. Neither Canaccord, the Company nor the Sellers will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of the Placee agrees to purchase on the basis that the Placing Shares will be allocated to the CREST stock accounts of Canaccord who will hold the Placing Shares as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions; and 
    
11. it acknowledges that any agreements entered into by the Placee pursuant to the Announcement and this Appendix shall be governed by and construed in accordance with the laws of England and it hereby irrevocably submits (on behalf of itself and on behalf of any Placee on whose behalf it is acting) to the jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such agreement.

The Company, Sellers and Canaccord will rely upon the truth and accuracy of the foregoing representations, warranties and acknowledgements. The Company, Sellers and Canaccord reserve the right to waive any of the foregoing representations and warranties in individual circumstances as they deem appropriate and in accordance with applicable law.

Notice to US Investors

The following information amends and supplements this Announcement with respect to those persons that are in the United States and that are "qualified institutional buyers" (or QIBs) as defined in Rule 144A under the US Securities Act.

The Placing Shares have not been and will not be registered under the US Securities Act. The Placing Shares may not be offered or sold within the United States, except to QIBs in transactions exempt from the registration requirements of the US Securities Act and to certain persons in offshore transactions in reliance on Regulation S under the US Securities Act.

Canaccord, through an affiliate, at its sole discretion, may invite certain QIBs to participate in the Placing described in the Announcement and this Appendix. In addition to the representations, warranties and acknowledgements contained in this Appendix under the heading "Representations and Warranties", all QIBs participating in the Placing will also be deemed to have given the representations, warranties and acknowledgements contained below (and those contained in this Appendix under the heading "Representations and Warranties" shall be deemed amended accordingly). Terms used herein that are defined in Rule 144A or Regulation S under the US Securities Act are used as defined therein.

By participating in the Placing each Placee that is a person in the United States represents, warrants and acknowledges that:

1. (a) it (A)(i) is a QIB, (ii) is aware that the sale to it is being made in reliance on an exemption from the registration requirements of the US Securities Act and (iii) is acquiring the Placing Shares for its own account or for the account of another QIB or (B) is outside the United States and is purchasing the Placing Shares in an offshore transaction pursuant to Regulation S;

2. (b) it understands that the Placing Shares are being offered in a transaction not involving any public offering in the United States within the meaning of the US Securities Act, that the Placing Shares have not been and will not be registered under the US Securities Act and that (A) if in the future it decides to offer, resell, pledge or otherwise transfer any of the Placing Shares, such Placing Shares may be offered, resold, pledged or otherwise transferred only (i) in the United States if the Placing Shares have been or registered or to a person whom the seller reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A; (ii) outside the United States in a transaction complying with the provisions of Rule 904 of Regulation S; or (iii) to the issuer of the Placing Shares, in each case in accordance with any applicable securities laws of any state of the United States, and that (B) the Placee will, and each subsequent holder is required to, notify any subsequent purchaser of the Placing Shares from it of the resale restrictions referred to in (A) above.

Notice to Canadian Investors

General

The following information amends and supplements the Announcement and this Appendix with respect to those persons that are resident in Alberta, British Columbia or Ontario and that are "accredited investors" as defined in NI 45-106. Persons resident in Alberta, British Columbia or Ontario must confirm at the time that they communicate an order to purchase Placing Shares which category of "accredited investor" set out in NI 45-106 they fall into.

Canaccord, through an affiliate, at its sole discretion, may invite certain accredited investors to participate in the Placing described in the Announcement and this Appendix. In addition to the representations, warranties and acknowledgements contained in this Appendix under the heading "Representations and Warranties", all accredited investors participating in the Placing will also be deemed to have given the representations, warranties and acknowledgements contained below (and those contained in this Appendix under the heading "Representations and Warranties" shall be deemed amended accordingly). Terms used herein that are defined in NI 45-106 are used as defined therein.

Representations, Warranties and Acknowledgements

By participating in the Placing, each Placee that is resident in Alberta, British Columbia and Ontario represents, warrants and acknowledges that:

1. (a) it and each beneficial purchaser, if any, for whom it is acting as trustee or agent, is resident in Alberta, British Columbia or Ontario;

2. (b) it is purchasing the Placing Shares as principal for its own account, not for the benefit of any other person, and it is an "accredited investor" as defined in NI 45-106 by virtue of being a person, company or other entity of the type indicated in the list of accredited investors contained in NI 45-106;

3. (c) in the case of the purchase by the Placee of its Placing Shares as agent or trustee for any principal whose identity is disclosed or undisclosed or identified by account number only, each beneficial purchaser of the Placee’s Placing Shares for whom it is acting is purchasing the Placee’s Placing Shares as principal for its own account, and not for the benefit of any other person, for investment only and not with a view to resale or distribution, and the Placee complies with and meets the criteria set forth in subsection (b) above in respect of the subscription provided hereby, and the Placee has due and proper authority to act as agent or trustee for and on behalf of such beneficial purchaser in connection with the transactions contemplated hereby and the upon acceptance of the Placee’s bid by Canaccord or an affiliate, the agreement to sell the Placing Shares to the Placee constitutes a legal, valid and binding agreement of, such beneficial purchaser, and the Placee acknowledges that the Company or Sellers may be required by law to disclose to certain regulatory authorities the identity of the beneficial purchaser of Placing Shares for whom it may be acting as agent or trustee, and

   1. (i) it is an "accredited investor" as defined in paragraph (p) of the definition of "accredited investor" in NI 45-106, provided, however that it is not a trust company or trust corporation registered under the laws of Prince Edward Island that is not registered under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction of Canada; or

   2. (ii) the Placee is acting as agent for one or more disclosed principals, each of which principal is purchasing as a principal for its own account, not for the benefit of any other person, and not with a view to the resale or distribution of all or any of the Placing Shares, and each of which principals complies with subsection (b) above; or

   3. (iii) if the Placee is purchasing Placing Shares as an "accredited investor" as defined in paragraph (m) of the definition of "accredited investor" in NI 45-106 it is not a person created or used solely to purchase or hold securities as an "accredited investor";

1. (d) the Placee and each beneficial purchaser, if any, for whom the Placee is acting as trustee or agent, is purchasing the Placing Shares for investment only and not with a view to resale or distribution of all or any of the Placing Shares;

2. (e) the Placee and each beneficial purchaser, if any, for whom the Placee is acting as trustee or agent, is an investor who, by virtue of his net worth and investment experience or by virtue of consultation with or advice from a person who is not an insider of the Company, but who is a registered advisor or registered dealer, is able to evaluate the merits and risks of an investment in the Placing Shares and is able to bear the economic risk of loss of such investment;

3. (f) the Placee and each beneficial purchaser, if any, for whom it is acting as trustee or agent,

   1. (i) acknowledges that, it has not (nor, if applicable, has any person on whose behalf the Placee is contracting) received a prospectus, an offering memorandum (including, without limitation, as such term is defined in the Securities Act (Ontario)), sales or advertising literature or similar document (other than financial statements or any other document, other than an offering memorandum, the content of which is prescribed by statute or regulation) in connection with the Placing, and has not received, nor has the Placee requested, nor does the Placee (or, if applicable, any person on whose behalf the Placee is contracting) need to receive, any other document; and

   2. (ii) agrees that Canaccord, its affiliates and their representatives are not liable for any information given or statement made to them in connection with the Company or the transactions contemplated by this Announcement, and hereby releases Canaccord, its affiliates and their representatives from any claims that may arise in respect of t the Announcement and this "Notice for Canadian Purchasers" or the transactions contemplated by it;

4. (g) the Placing Shares are not being purchased by the Placee or any beneficial purchaser for whom the Placee is acting as trustee or agent, as a result of any material information concerning the Company that has not been publicly disclosed and the decision to tender this offer and purchase the Placing Shares has not been made as a result of any verbal or written representation as to fact or otherwise (including that any person will resell or repurchase the Placee Shares or refund all or any of the purchase price of the Placee Shares other than in accordance with their terms, that the Placee Shares will be admitted and posted for trading on a stock exchange or that application has been made for such admission or as to the future price or value of the Placing Shares) made by or on behalf of the Company, Sellers, Canaccord, its affiliates or any other person;

5. (h) the Placee and each beneficial purchaser, if any, for whom the Placee is acting as trustee or agent, acknowledges that because this bid is being made pursuant to prospectus exemptions available under applicable securities laws:

   1. (i) it is restricted from using certain of the civil remedies available under the applicable securities laws;

   2. (ii) it may not receive information that might otherwise be required to be provided to it under the applicable securities laws if the exemptions were not being used; and

   3. (iii) the Company and Sellers are relieved from certain obligations that would otherwise apply under the applicable securities laws if the exemptions were not being used;

1. (i) the Placee and each beneficial purchaser, if any, for whom it is acting as trustee or agent:

   1. (i) acknowledges that the Placing Shares are subject to resale restrictions imposed under applicable securities laws and the rules of regulatory bodies having jurisdiction;

   2. (ii) the Placee understands and acknowledges that the Placing Shares may be subject to certain resale restrictions under the securities laws in Canada and acknowledges that the Placing Shares are subject to the applicable hold period required under Canadian securities law and may not be sold, transferred, hypothecated or otherwise traded until the expiry of such hold period except as permitted by applicable securities legislation and stock exchange rules. In particular, the Placee understands and acknowledges that the Company is not a reporting issuer in any province or territory of Canada and, therefore, the Placing Shares will be subject to a hold period which will be of an indefinite duration and during such hold period none of the Placing Shares may be resold in Canada except pursuant to a statutory exemption or discretionary ruling issued by the securities regulatory authority in the transferee’s jurisdiction of residence;

   3. (iii) acknowledges that it has been advised by the Company and Sellers that it should consult its own legal adviser before trading in, or disposing of, all or any part of Placing Shares that may be issued to the Placee pursuant to this Subscription Agreement to avoid breach of relevant securities legislation and stock exchange rules; and

   4. (iv) it acknowledges that it may be required to file reports in prescribed forms, together with prescribed fees, with the Ontario Securities Commission with respect to each disposition of all or any part of the Placing Shares;

2. (j) the Placee and each beneficial purchaser, if any, for whom the Placee is acting as trustee or agent, acknowledges that:

   1. (i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Placing Shares;

   2. (ii) there is no government or other insurance covering the Placing Shares;

   3. (iii) there are risks associated with the purchase of the Placing Shares; and

   4. (iv) there are restrictions on its ability to resell the Placing Shares and it is its responsibility to find out what those restrictions are and agrees not to resell the Placing Shares, except in accordance with the provisions of applicable securities legislation and stock exchange rules; and

3. (k) the Placee and each beneficial purchaser, if any, for whom the Placee is acting as trustee or agent, will execute, deliver, file and otherwise assist the Company and the Sellers in filing, such reports, undertakings and other documents required by applicable securities legislation, policy or order or by any securities commission, stock exchange or other regulatory authority with respect to the issue of the Placing Shares.

Further Consents and Acknowledgements

By participating in the Placing:

10

1. (a) each Placee that is resident in Alberta, British Columbia or Ontario and each beneficial purchaser if any, for whom the Placee is acting as trustee or agent, consents to the filing of any such documents as may be required to be filed with any securities regulatory authority or stock exchange in connection with the transactions contemplated hereby; and

2. (b) each Placee that is resident in Alberta, British Columbia or Ontario and each beneficial purchaser if any, for whom the Placee is acting as trustee or agent, acknowledges that foregoing representations, warranties and covenants are made by the Placee on its behalf and on behalf of each beneficial purchaser, if any, for whom it is acting as trustee or agent, with the intent that they be relied upon by the Company, the Sellers and Canaccord and its affiliates in determining the eligibility of the Placee and each such beneficial purchaser as a purchaser of Placing Shares and the Placee and others for whom the Placee is contracting hereunder hereby agrees to indemnify the Company, the Sellers and Canaccord and its affiliates against all losses, claims, costs, expenses and damages or liabilities which any of them may suffer or incur, caused or arising from reliance thereon. The Placee undertakes to notify the Company, the Sellers and Canaccord and its affiliates immediately of any change in any representation, warranty or other information relating to the Placee or such beneficial purchaser set forth herein which takes place prior to completion.

Resale Restrictions

The Placing Shares are subject to certain resale restrictions under the securities laws in Canada and may not be sold, transferred, hypothecated or otherwise traded until the expiry of the applicable hold period except as permitted by applicable Canadian securities laws. The Company is not a reporting issuer in any province or territory of Canada and, therefore, the Placing Shares will be subject to a hold period which will be of an indefinite duration and during such hold period none of the Placing Shares may be resold in Canada except pursuant to a statutory exemption or discretionary ruling issued by the securities regulatory authority in the transferee’s jurisdiction of residence.

About NEOVIA Financial Plc

Trusted by consumers and merchants in over 160 countries to move and manage billions of dollars each year, NEOVIA Financial Plc (formerly NETELLER Plc) operates the world's leading independent online payments business. Through its Payment Suite, featuring NETELLER®, NETBANX®, Net+™ and 1-PAY™ brands, NEOVIA specialises in providing innovative and instant payment services where money transfer is difficult or risky due to identity, trust, currency exchange, or distance. Being independent has allowed NEOVIA to support thousands of retailers and merchants in many geographies and across multiple industries.

Subsidiary company NETELLER (UK) Limited is authorised by the Financial Services Authority (FSA) to operate as a regulated e-money issuer. For more information about NEOVIA Financial visit www.neovia.com.

NEOVIA Financial Plc recently changed its corporate identify from NETELLER Plc to better reflect the strength and breadth of its individual product brands. At the same time its ticker symbol changed from NLR to NEO.

Media and Investor Contacts

NEOVIA's media relations are managed by McEntegart Marketing. Contact them through the Media Relations Contact page. NEOVIA investor relations are managed by Citigate Dewe Rogerson. Contact them through the Investor Relations Contact page.