DATAWORKS GROUP LIMITED — Capital/Financing Update 2020

Jun 23, 2020

24 June 2020

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Dear Optionholder

IXUP Limited (ASX:IXU) Notification to Optionholders

On 24 June 2020, IXUP Limited ACN 612 182 368 ( ASX: IXU ) ( Company ) announced a capital raising which included a fully underwritten 1 for 1 (1 new fully paid ordinary share ( Share ) for every 1 existing Share) non-renounceable pro rata entitlement offer pursuant to which the Company will raise up to approximately A$2,228,401 (before costs and expenses) ( Entitlement Offer ).

The Entitlement Offer is being made without a prospectus in accordance with section 708AA of the Corporations Act 2001 (Cth) (as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 ).

Under the terms of the Entitlement Offer, only shareholders of the Company with a registered address in Australia or New Zealand on or before 7.00 pm (Sydney time) on 29 June 2020 ( Record Date ) will be invited to participate in the Entitlement Offer ( Eligible Shareholders ). Eligible Shareholders will be invited to subscribe for one (1) new Share for every one (1) Share held by the shareholder at an issue price of A$0.01 per Share ( Entitlement ).

The Company will lodge an offer booklet for the Entitlement Offer ( Offer Booklet ) with ASX on or around 30 June 2020. It is anticipated that the Offer Booklet and the accompanying personalised Entitlement and Acceptance Form will be mailed to Eligible Shareholders on or around 30 June 2020. The Offer Booklet may be viewed on the ASX’s website at www.asx.com.au (by searching for the Company’s ASX ticker code, IXU).

Optionholders

The terms and conditions of the options you currently hold do not entitle you to participate in the Entitlement Offer unless you exercise your options in time for new Shares to be allotted and to be entered on the Company’s register of members on or before the Record Date.

The purpose of this letter is to provide you with notice prior to the Record Date in which you may exercise your options should you wish to participate in the Entitlement Offer.

Please note that if you are an existing Eligible Shareholder, then you do not have to exercise your options to participate in the Entitlement Offer. However, your Entitlement would be less, compared to if you had exercised your options.

If you are not a shareholder of the Company and you wish to participate in the Entitlement Offer, you must validly exercise your options and the Company must receive funds for the exercise in accordance with the terms of your options before the Record Date.

Further details of the Entitlement Offer

The Entitlement Offer is fully underwritten by Cygnet Capital Pty Limited ( Underwriter ).

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The proceeds of the Entitlement Offer will be used by the Company for working capital.

As a result of the Entitlement Offer, the number of Shares in the Company is projected to increase from 222,840,158 Shares to approximately 445,680,316 Shares (subject to rounding). The Shares issued under the Entitlement Offer will be fully paid and will rank equally with the Company’s other fully paid ordinary shares on issue. The Company has made an application to the ASX for official quotation of the total number of Shares that could be issued under the Entitlement Offer (i.e. up to 222,840,158).

Eligible Shareholders can choose to take up all, part or none of their Entitlement. As the Entitlement Offer is non-renounceable, this means that Eligible Shareholders who do not take up their entitlement to participate in the Entitlement Offer will not be able to transfer or receive any value for those entitlements, and their equity interest in the Company will be diluted.

The Entitlement Offer is intended to include a shortfall facility (at the sole discretion of the Board of Directors) under which Eligible Shareholders who take up their full entitlement will be invited to apply for Shares, in excess of their entitlement, in the Entitlement Offer from a pool of those entitlements not taken up by other Eligible Shareholders ( Shortfall Facility ). Applications for shares in excess of an Eligible Shareholder’s Entitlement under the Shortfall Facility will be capped up to a maximum of $25,000. Applications for Additional Shares may be subject to scale-back depending on the final number of Additional Shares, if any, comprising the shortfall of the Entitlement Offer and the quantum applied for by each Eligible Shareholder. There is no guarantee that applicants under this Shortfall Facility will receive all or any of the additional Shares applied for under the Shortfall Facility, and sole discretion with respect to such allocation remains with the Board.

Eligible Shareholders wishing to participate in the Entitlement Offer should carefully read the Offer Booklet and accompanying personalised Entitlement and Acceptance Form which are expected to be dispatched on or around 30 June 2020.

Key Dates of the Entitlement Offer

Event	Date
Announcement of Entitlement Offer	Wednesday, 24 June 2020
Ex-date for Entitlement Offer	Friday, 26 June 2020
Record Date	Monday, 29 June 2020
Dispatch of Booklet and Entitlement and Acceptance Form	Tuesday, 30 June 2020
Entitlement Offer opens (Opening Date)	Tuesday, 30 June 2020
Entitlement Offer closes (Closing Date)	Thursday, 9 July 2020
Shares quoted on a deferred settlement basis	Friday, 10 July 2020
Announcement of shortfall (if any) under the Entitlement Offer Notification of undersubscriptions	Monday, 13 July 2020
Issue and allotment of shares under the Entitlement Offer. Dispatch of holding statements	Tuesday, 14 July 2020
Commencement of trading of new shares	Wednesday, 15 July 2020

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Shortfall Settlement Date Thursday, 30 July 2020 Issue and allotment of Additional Shares under the Shortfall Facility

*The above timetable is indicative only and subject to change. The quotation of shares is subject to ASX approval. Subject to approval of the Underwriter, the ASX Listing Rules and the Corporations Act 2001 (Cth) and other applicable laws, the Company reserves the right to vary these dates, including the Closing Date, without notice, including extending the period of the Entitlement Offer or accepting late applications, either generally or in particular cases or bringing forward the Closing Date at its discretion. Any extension of the Entitlement Offer will have a consequential effect on the issue date of the Shares under the Entitlement Offer.

For more information, please contact the undersigned on 02 8072 1400.

Yours faithfully

Andrew Whitten Company Secretary

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