DIGITALX LIMITED — Capital/Financing Update 2021

Mar 3, 2021

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ASX ANNOUNCEMENT 4 MARCH 2021 DIGITALX RECEIVES COMMITMENTS FOR A$8.8 MILLION CAPITAL RAISING TO ACCELERATE GROWTH

Not for release to US wire service or distribution in the United States

Highlights

• DigitalX secures commitments for A$8.8 million from new U.S. institutional investors to fund growth initiatives ( Placement ).

• U.S. Investment Bank, H.C. Wainwright & Co., acted as the exclusive placement agent for the capital raise.

• DigitalX expects to utilise the net proceeds from the capital raise to accelerate its business plan by growing its funds management division while continuing the development and rollout of its Drawbridge RegTech product.

DigitalX Limited (the Company ), the first ASX-listed Bitcoin-related company, is pleased to announce it has secured commitments for A$8.8 million (before costs). DigitalX is engaged across the financial and regulatory aspects of the digital asset ecosystem through its funds management division together with its newly announced RegTech product, Drawbridge.

The Placement will comprise the issue of 97,963,164 new fully paid ordinary shares ( New Shares ) at a price of A$0.09 per New Share, representing a 2.0% discount to the volume weighted average price ( VWAP ) over the previous 5 trading days on ASX.

The Company will also issue to the investors 48,981,582 warrants ( Warrants ), exercisable at an exercise price of A$0.10 each, representing approximately 111% of the Placement issue price per New Share.

The Company intends to issue the New Shares under its existing placement capacity pursuant to ASX Listing Rules 7.1 and 7.1A.

The Company intends to use the net proceeds from the Placement for growth in its business, including the ongoing promotion of its Bitcoin and digital asset investment funds and the rollout of its new RegTech product for publicly traded companies and general working capital purposes.

Leigh Travers, Executive Director of DigitalX commented “With tailwinds in the Bitcoin and digital asset market and the potential growth opportunity for the funds management division, the Company believes it is an appropriate time to raise additional funds to accelerate the business. This growth capital placement was strongly supported by U.S. institutions which is pleasing given the performance of U.S. based equities in the Bitcoin and digital asset sector. We believe that these additional funds will allow us to expedite a number of initiatives identified in our recent strategic review across the digital asset funds management business as well as for our RegTech business led by Drawbridge”.

Placement Details

The New Shares will be issued under the Company's available placement capacity under ASX Listing Rule 7.1 (36,042,296 New Shares and 55,839,003 warrants) and ASX Listing Rule 7.1A (61,920,868 New Shares) and rank pari passu with fully paid ordinary shares of the Company. Accordingly, no shareholder approval will be required for the issue of the New Shares and the Warrants.

The Company confirms that the issue price of A$0.09 satisfies the requirements of Listing Rule 7.1A.

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H.C. Wainwright & Co. acted as the exclusive placement agent for the capital raise. The Company will pay to H.C. Wainwright & Co. a cash fee of 7.0% of the funds raised, together with the issue of 6,857,421 warrants, on the same terms as those issued to investors. The Company will also pay expenses of approximately A$125,000.

Key Dates

Event	Time / Date
Announcement of the Placement	4 March 2021
Settlement of the Placement	8 March 2021
Allotment and quotation of the new shares	8 March 2021

Note: The above dates are indicative only and are subject to change, subject to compliance with the ASX Listing Rules and Corporations Act and satisfaction of customary closing conditions.

-Ends-

Authorised by the Board of Directors of DigitalX Limited.

All amounts in this ASX announcement are in Australian dollars unless otherwise indicated.

This announcement has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration of the US Securities Act and applicable US state securities laws.

For further information, please contact:

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

About DigitalX

DigitalX Limited (ASX: DCC) is a technology and investment company focused on blockchain consulting, digital asset funds management, and RegTech. DigitalX’s consulting division designs and develops blockchain technology applications for business and enterprise organizations. Through its asset management division, DigitalX provides low-cost traditional asset management products for qualified investors looking to gain exposure to the growing alternative asset class of digital assets, including Bitcoin. DigitalX is currently commercialising Drawbridge, the Company’s first RegTech solution that supports listed companies in better managing their compliance and corporate governance policies. With Drawbridge, companies can manage employee and director share trading approvals in order to safeguard their reputations.

www.digitalx.com | https://digitalx.fund/ | www.opendrawbridge.io

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