DIGITALX LIMITED — Capital/Financing Update 2017

Aug 16, 2017

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ASX ANNOUNCEMENT

17 August 2017

Despatch of Minority Holder Sale Documents

Further to the announcement on 11 August 2017, DigitalX Ltd ( Company or DCC ) advises that the Letter to Minority Holders, the Information Pack and a Notice of Retention Form were despatched today.

Under the ASX Listing Rules, a ‘marketable parcel’ is a parcel of shares with a market value of not less than $500. ‘Minority Holders’ under the Company’s Constitution, are shareholders who, from time to time, hold less than a marketable parcel as defined by the ASX Listing Rules ( Minority Holders ).

As at 5pm WST on 11 August 2017 ( Record Date ), a Minority Holding is a shareholder of 15,151 shares or less, based on the closing price of $0.033 on the Record Date. This represents 6,121,614 ordinary shares held by Minority Holders.

If Minority Members wish to sell their shares through this Minority Holder Sale, they do not need to take any action. If Minority Members do not wish to sell their shares through this Minority Holder Sale, the must complete and return the Notice of Retention Form to the Company’s share registry, Computershare Investor Services Limited, by 5pm WST on 29 September 2017 ( Retention Date ).

The sale price will be determined once all the shares under the Minority Holder Sale are sold. Holders of a Minority Holding will receive a proportionate share of the sale proceeds (without any deduction for brokerage or handling costs). The Company’s Constitution provides that the shares will be sold in the ordinary course of trading on the stock market operated by the ASX.

A summary of the key dates in relation to the Facility is as follows:

Event	Date
Unmarketable Parcels Record Date	5.00pm(WST)11 August 2017
Letter to Minority Members including Information Pack and Notice of Retention Form	17 August 2017
Retention Date for receipt of Notice of Retention Form	5.00pm(WST)29 September 2017
Estimatedpayment date	October 2017

-Ends-

For further information, please contact

DigitalX Limited Leigh Travers Chief Executive Officer leigh@digitalx.com T: +61 439 376 847

About DigitalX

DigitalX is a Blockchain Technology Company based out of Perth and New York. Partners can use DigitalX’s Blockchain technology expertise to deliver innovative products to global markets.

Suite 5, 62 Ord Street, West Perth WA 6005 ● T: +61 8 9322 1587 ● E: info@digitalx.com

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DCC

MR SAM SAMPLE UNIT 123 SAMPLE STREET SAMPLETOWN NSW 2001

17 August 2017

Dear Shareholder

IMPORTANT NOTICE - SALE OF YOUR MINORITY SHAREHOLDING OF DIGITALX LIMITED SHARES

I am writing to advise you that, in accordance with clause 7 of its Constitution, DigitalX Limited ( DigitalX or the Company ) will be undertaking a minority holder share sale for holders holding a parcel of DigitalX shares ( Shares ) of less than $500 ( Minority Holding Sale ).

Based on the Company’s share register as at the Record Date of 11 August 2017, you have been determined to be a holder of a parcel of shares with a market value of less than $500 ( Minority Holding ). Unless you advise the Company by 5.00pm (Perth time) on 29 September 2017 ( Retention Date ) that you do NOT wish to sell your Minority Holding, DigitalX intends to sell your Minority Holding in accordance with the Company’s Constitution. However, if on the Retention Date the value of your parcel of Shares has increased such that you no longer have a Minority Holding (e.g. due to an increase in the Company’s share price or where you acquire additional Shares), your Shares will not be sold.

By undertaking the Minority Holding Sale, the Company expects to reduce the administrative costs associated with maintaining a large number of very small holdings.

Summary of key dates

Announcement to ASX: 11 August 2017 Minority Holding Sale Record Date: 5.00pm (Perth time), 11 August 2017 Letters sent to shareholders holding a Minority Holding: 17 August 2017 Retention Date (last date for receipt of Notice of Retention Form): 5.00pm (Perth time), 29 September 2017

In accordance with the Company’s Constitution, if by the Retention Date you have not advised the Company that you wish to retain your Shares (and you otherwise continue to hold a Minority Holding), your Shares will be transferred to the Company, who will arrange, through its agent, to dispose of those Shares in the ordinary course of trading on ASX. The Company will pay all brokerage or other costs associated with the Minority Holding Sale, save for any taxation costs incurred or associated by any individual shareholder.

To retain your holding of Shares

If you wish to retain your Minority Holding of Shares (i.e. you do NOT wish for your Shares to be sold through the Minority Holding Sale) you must complete and return the enclosed Notice of Retention Form so that it is received by 5.00pm (Perth time) on the Retention Date, of 29 September 2017 .

You may also ensure that your Minority Holding is NOT sold by:

• (a) purchasing additional shares such that your shareholding at the Retention Date is at least $500; or

• (b) if you have multiple holdings of Shares under different holder numbers (HINs/SRNs), consolidating these under

• a single HIN/SRN such that your combined shareholding at the Retention Date is at least $500.

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If you do not take any action by the Retention Date your Shares will be sold.

The sale price will be determined once all the shares under the Minority Holding Sale are sold. Each shareholder will receive their proportionate share of the sale proceeds for all Shares sold through the Minority Holding Sale. Payment will be sent to you following settlement of the sale or otherwise as soon as is practicable. Under the Company’s Constitution, the sale price for the Shares will occur during the ordinary course of trading on the securities exchange conducted by the ASX.

Under the Constitution, the Company:

• (a) is authorised the sell all of your Shares without any transaction costs being incurred by you (excluding any tax consequences from the sale which remains each shareholder’s responsibility); and

• (b) will pay you the sale proceeds by cheque to the address on the Company’s share register, following settlement of the sale of all Shares through the Minority Holding Sale.

If you need help deciding what to do or if you require information regarding the financial, legal or tax consequences of participating in the Minority Holding Sale, you should consult your legal, financial or taxation adviser.

You can also contact DigitalX on 08 9322 1587 if you have any queries about lodging your form or the operation of the Minority Holding Sale.

Yours sincerely

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Toby Hicks Non-Executive Chairman

INFORMATION PACK FOR THE SALE MINORITY HOLDING SALE

1. What is a Minority Holding?

A Minority Holding is a holding of DigitalX shares ( Shares ) valued at less than $500. Based on the closing price of Shares at the Record Date, this is a holding of 15,151 Shares or less.

2. What was the closing price of a Share at the Record Date?

The closing price of Shares at the Record Date on 11 August 2017 was $0.033.

3. What do I have to do to sell my Shares through the Minority Holding Sale?

Nothing. Your Shares will automatically be sold unless:

• you return a Notice of Retention Form so that it is received by 5.00pm (Perth time) on 29 September 2017 ( Retention Date );

• you purchase additional shares such that your shareholding at the Retention Date is at least $500; or

• if you have multiple holdings under different holder numbers (HINs/SRNs), and consolidate these under a single HIN/SRN such that your combined shareholding at the Retention Date is at least $500.

4.

How will my Shares be sold under the Minority Holding Sale?

• Under the Minority Holding Sale, the Shares will be sold in the ordinary course of trading on ASX.

5. What price will I receive for Shares sold through the Minority Holding Sale?

The price that you receive for your Shares sold through the Minority Holding Sale will be determined once all of the Shares under the Minority Holding Sale are sold. Each shareholder will receive their proportionate share of the sale proceeds for all Shares sold through the Minority Holding Sale (rounded down to the nearest cent). Under the Company’s Constitution, the sale price for the Shares will occur during the ordinary course of trading on the stock exchange conducted by the ASX.

You should note that the sale price you are paid for your Shares may be different from the sale price appearing in the media or on the ASX on a day a sale occurs, and may not be the best execution price on the trading day or trading days that your Shares are sold or at any other time during the operation of the Minority Holding Sale. The sale price will depend on a number of factors, including market conditions at the time of sale. Further, the sale price you are paid for your Shares may be less than the price you paid to acquire them.

All tax consequences arising from the sale of your Shares will be your responsibility.

6. When will the proceeds for the sale of Shares be sent to me?

Payment will be sent to you following settlement of the sale of all Shares through the Minority Holding Sale or otherwise as soon as it is practicable. Payment will be made in Australian dollars by cheque. You will be notified by way of a transaction confirmation statement of the number of your Shares that have been sold, the sale price obtained and total sale proceeds payable to you. The cheque will be sent by post to your address as shown in the share register.

We expect payment to be made in October 2017.

1. What do I have to do if I wish to retain my Shares?

If you wish to retain your Shares, you must sign and return the Notice of Retention Form so that it is received before 5.00pm (Perth time) on 29 September 2017. If your Notice of Retention Form is not received and you have not otherwise validly notified the Company that you wish to retain your Shares by that time, the Company will be entitled to sell your Shares for you.

Your Notice of Retention Form must be sent to:

Computershare Investor Services Pty Limited GPO Box 52 Melbourne VIC 3001

Further, your Shares will not be sold if, on the proposed Retention Date, their value has increased to $500 or more.

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8. If I buy more Shares, will I retain my holding?

DigitalX will not sell your Shares if you increase your holding to a marketable parcel as at the Retention Date. A marketable parcel of Shares is a shareholding worth at least $500 based on the ASX closing price of Shares. This was at least 15,152 Shares at a closing price of $0.033 as at the Record Date of 11 August 2017. For a purchase to be an effective notification that you wish to retain your Shares, any additional Shares acquired must be registered by 5.00pm (Perth time) on 29 September 2017 under the same name and address and with the same holder number (SRN or HIN) as set out in the accompanying Notice of Retention Form.

9. What if my Shares are held in a CHESS Holding?

If you have a Minority Holding of Shares and your Shares remain in a CHESS Holding, the Company may move those Shares to an Issuer Sponsored Holding and the Shares will be sold through the Minority Holding Sale on the terms described.

10. Where can I get further information?

If you have any questions concerning your shareholding or queries about how the Minority Holding Sale will work, please contact DigitalX on 08 9322 1587.

11. What if I do not know what to do?

This Information Pack and accompanying letter does not constitute advice, nor a recommendation to buy, sell or hold Shares, nor that the Minority Holding Sale is the best way to sell Shares. If you are in doubt about what to do, you should consult your legal, financial or taxation adviser.

12. Important notes

DigitalX reserves the right to change any of the dates referred to in the accompanying letter, this Information Pack or the Notice of Retention Form by notice to the ASX so long as such change is permitted under the Constitution. DigitalX may, before a sale is affected under the Minority Holding Sale, suspend or terminate the Minority Holding Sale, either generally or in specific cases.

DigitalX is not bound to sell any of the Shares that may be available to it to sell under this Minority Holding Sale, and there is no guarantee that that the Company will be able to sell your Shares. Neither the Company nor any other person involved in the Minority Holding Sale shall be liable for failure to sell the Shares or sell them at a particular price.

The Company will determine whether a shareholder has a Minority Holding as at the Retention Date.

In accordance with the Company’s Constitution, the Company will not sell your Shares in the event a third party announces a takeover offer for the Company.

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Digitalx Ltd ABN 59 009 575 035

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Return your Form to the Company’s share registry:

By Mail:

Computershare Investor Services Pty Limited GPO Box 52 Melbourne Victoria 3001 Australia

DCC

MR SAM SAMPLE UNIT 123 SAMPLE STREET SAMPLETOWN NSW 2001

For all enquiries:

Phone:

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(within Australia) 08 9322 1587 (outside Australia) +61 8 9322 1587

Minority Holder Notice

 If you wish to retain your shares, your form must be received by 5:00pm (WST) Friday, 29 September 2017

This is an important document that requires your immediate attention. It can only be used in relation to the shareholding represented by the details printed overleaf. If you are in doubt about how to deal with this form, please contact your financial or other professional adviser.

Step 1: Shareholding Details

Use this form if you wish to retain your shares in DigitalX Limited. If you have recently bought or sold shares your shareholding may differ from that shown. If you have already sold all your shares in DigitalX Limited, do not complete or return this form. If you have more than one shareholding on DigitalX Limited’s register and you do not wish to sell your shares under the Minority Holding Sale, you should consider consolidating them. For further advice on how to do this, contact Computershare Investor Services Pty Limited (CIS) on the number above.

Please check the details provided and update your address via www.investorcentre.com if any of the details are incorrect.

If you have a CHESS sponsored shareholding, please contact your Controlling Participant to notify a change of address.

Step 2: Signing Instructions

Individual: Where the shareholding is in one name, the shareholder must sign.

Joint Shareholding: Where the shareholding is in more than one name, all of the shareholders must sign.

Power of Attorney: Where signing as Power of Attorney (POA), you must attach an original certified copy of the POA to this form. Companies: Where the shareholding is in the name of a Company, this form must be signed in accordance with the Corporations Act, either as:

• a Sole Director and Sole Company Secretary OR a Sole Director (if no Company Secretary exists), OR

• two Directors, OR

• a Director and Secretary.

Overseas Companies: Where the shareholding is in the name of an Overseas company (companies incorporated outside Australia) the form must be signed as above, or documentation must be provided showing that the company can sign in an alternate manner.

Deceased Estate: Where the shareholding is in the name of a deceased estate, all executors must sign; and a certified copy or original, of the required documentation must accompany this form. Details of the documentation required can be found by searching “deceased estates” on our website www.computershare.com or by calling Computershare Investor Services Pty Limited on 1300 850 505 or +61 3 9415 4000. If the shareholding is in more than one name the surviving shareholder may sign the form and return it together with a certified copy of the death certificate of the other joint shareholder.

Step 3: Contact Details

Entering contact details is not compulsory, but will assist us if we need to contact you.

Turn over to complete the form è

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Minorit Holder Notice y

Shareholding Details

MR SAM SAMPLE UNIT 123 SAMPLE STREET SAMPLETOWN NSW 2001

Shares held as at 5:00pm (WST) Friday, 11 August 2017:

SRN WITHHELD I ND

 For your security keep your SRN/ HIN confidential.

Change of address. If incorrect, mark this box and make the correction in the space to the left. Shareholders sponsored by a broker (reference number commences with ’X’) should advise their broker of any changes.

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2000
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Signature of Shareholder(s)

This section must be completed.

By signing and returning this form, in accordance with the requirements set out in 'Step 2: Signing Instructions' overleaf, I/we confirm that I/we understand that my/our SHARES WILL NOT BE SOLD under the Small Shareholding Sale Facility.

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Individual or Shareholder 1 Shareholder 2 Shareholder 3
Sole Director and Sole Company Secretary/ Director Director/Company Secretary
Sole Director (cross out titles as applicable) (cross out titles as applicable)
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Contact Details

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Contact
Contact Daytime
Name Telephone Date / /
Email
Address
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Privacy Notice

The personal information you provide on this form is collected by Computershare Investor Services Pty Limited (CIS), as registrar for the securities issuers (the issuer), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. In addition, the issuer may authorise us on their behalf to send you marketing material or include such material in a corporate communication. You may elect not to receive marketing material by contacting CIS using the details provided above or emailing privacy@computershare.com.au. We may be required to collect your personal information under the Corporations Act 2001 (Cth) and ASX Settlement Operating Rules. We may disclose your personal information to our related bodies corporate and to other individuals or companies who assist us in supplying our services or who perform functions on our behalf, to the issuer for whom we maintain securities registers or to third parties upon direction by the issuer where related to the issuer’s administration of your securityholding, or as otherwise required or authorised by law. Some of these recipients may be located outside Australia, including in the following countries: Canada, India, New Zealand, the Philippines, the United Kingdom and the United States of America. For further details, including how to access and correct your personal information, and information on our privacy complaints handling procedure, please contact our Privacy Officer at privacy@computershare.com.au or see our Privacy Policy at http://www.computershare.com/au.

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