DATAWORKS GROUP LIMITED — Capital/Financing Update 2020

Jun 23, 2020

Proposed issue of securities

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Announcement Summary

Entity name

IXUP LIMITED

Announcement Type

New announcement

Date of this announcement

Wednesday June 24, 2020

The Proposed issue is:

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A standard pro rata issue (including non-renounceable or renounceable) A placement or other type of issue

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

ASX +Security Code +Security Description

Maximum Number of +securities to be issued

IXU ORDINARY FULLY PAID 222,840,158

Ex date

Friday June 26, 2020

+Record date

Monday June 29, 2020

Offer closing date

Thursday July 9, 2020

Issue date

Tuesday July 14, 2020

Total number of +securities proposed to be issued for a placement or other type of issue

Maximum Number of ASX +Security Code +Security Description +securities to be issued n/a Unlisted options 20,000,000

Proposed +issue date

Thursday July 30, 2020

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Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

IXUP LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

Registration Number

ABN 85612182368

1.3 ASX issuer code

IXU

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Wednesday June 24, 2020

1.6 The Proposed issue is:

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A standard +pro rata issue (non-renounceable or renounceable) A placement or other type of issue

1.6a The proposed standard +pro rata issue is:

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• Non-renounceable

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 - Are any of the following approvals required for the entitlement offer to be unconditional? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +Security Code and Description

IXU : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

If the entity has quoted company options, do the terms entitle option holders to participate on exercise? No

Details of +securities proposed to be issued

ASX +Security Code and Description

IXU : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

The quantity of additional +securities For a given quantity of +securities to be issued held

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What will be done with fractional Maximum Number of +securities entitlements? proposed to be issued Fractions rounded down to the nearest 222,840,158 whole number or fractions disregarded

Purpose of the issue

Working capital

Offer price details for retail security holders

Issue Currency Offer Price per +security Estimated or Actual? Actual AUD - Australian Dollar AUD 0.01000

Oversubscription & Scale back details

Are +security holders allowed to oversubscribe? Yes

Provide the oversubscription details

Applications for additional shares in excess of an entitlement will be capped up to a maximum of $25,000.

May a scale back be applied to this event?

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Yes

Provide the scale back details

Eligible Shareholders who have applied for Additional Shares through the Shortfall Facility will receive the Additional Shares they have applied for unless there is an oversubscription for Additional Shares, in which case Eligible Shareholders will receive Additional Shares on a pro rata basis having regard to their holdings as at the Record Date.

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 3C - Timetable

3C.1 +Record date

Monday June 29, 2020

3C.2 Ex date

Friday June 26, 2020

3C.4 Record date

Monday June 29, 2020

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3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue Tuesday June 30, 2020

3C.6 Offer closing date Thursday July 9, 2020

3C.7 Last day to extend the offer closing date

Monday July 6, 2020

3C.9 Trading in new +securities commences on a deferred settlement basis Friday July 10, 2020

3C.10 Last day for entity to announce the results of the offer to ASX, including the number and percentage of +securities taken up by existing +security holders and any shortfall taken up by underwriters or other investors

Tuesday July 14, 2020

3C.11 Issue date

Tuesday July 14, 2020

3C.12 Date trading starts on a normal T+2 basis Wednesday July 15, 2020

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

Friday July 17, 2020

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes

3E.1a Who is the lead manager/broker?

Cygnet Capital Pty Ltd

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

6% (plus GST) of all funds raised, being $133,704; and 20,000,000 unlisted options exercisable at $0.02 on or before 31 July 2024.

3E.2 Is the proposed offer to be underwritten? Yes

3E.2a Who are the underwriter(s)?

Cygnet Capital Pty Ltd

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)? Fully underwritten

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3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)? As above in Q3F.1b.

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated See ASX Announcement dated 24 June 2020.

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No 3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Part 3F - Further Information 3F.1 The purposes for which the entity intends to use the cash raised by the proposed issue Working capital 3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No 3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No 3F.4 Countries in which the entity has security holders who will not be eligible to participate in the proposed issue All countries except Australia and New Zealand 3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes

3F.5a Please provide further details

The rights issue offer booklet and application form will be sent to eligible nominees and custodians for them to disseminate to eligible beneficiaries. 3F.6 URL on the entity's website where investors can download information about the proposed issue https://investors.ixup.com/Investor-Centre/

3F.7 Any other information the entity wishes to provide about the proposed issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +Security Code +Security Description New class-code to be confirmed Unlisted options

+Security Type

Options

Maximum Number of +securities proposed to be issued

20,000,000

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Purpose of the issue

As part consideration payable to the Lead Manager/Underwriter of the Entitlement Offer.

Offer price details for retail security holders In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.00001 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Oversubscription & Scale back details May a scale back be applied to this event? No

Options details +Security Currency Exercise Price Expiry date AUD - Australian Dollar AUD 0.0200 Wednesday July 31, 2024 Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option IXU : ORDINARY FULLY PAID

Please provide any further information relating to the principal terms of the +securities

The options are being issued as part consideration to the Lead Manager/Underwriter upon successful completion of the Entitlement Offer. The issue price per option is nil.

Part 7C - Timetable

7C.1 Proposed +issue date Thursday July 30, 2020 Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No

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7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

20,000,000

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11.1 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

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