DIGITALX LIMITED — Major Shareholding Notification 2021

Mar 10, 2021

Notice of initial substantial holder

Form 603

Corporations Act 2001 Section 671B

To Company Name/Scheme DigitalX Limited (“ Company” ) ACN/ARSN 009 575 035

1. Details of substantial holder (1)

Name Armistice Capital Master Fund Ltd. (“ Master Fund” ) ACN (if applicable) N/A

The holder became a substantial holder on 9 / 03 / 2021

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities(4)	Number of securities	Persons' votes(5)	Voting power (6)
Ordinary Shares (“Shares”)	51,916,682	51,916,682	7.24%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Master Fund	Relevant interest under section 608(1)(a) of the Corporations Act 2001(Cth) as Master Fund is the registered holder of the Shares. Acquisition results from acquisition purusant to placement announced by the Company on 9 March 2021.	51,916,682 Shares
Armistice Capital, LLC (“ACL”)	Relevant interest under section 608(1)(b) and 608(1)(c) of the_Corporations Act 2001_(Cth), being a relevant interest arising from ACL having the power to (i) exercise, or control the exercise of, a right to vote of the relevant Shares and (ii) dispose of, or control the exercise of a power to dispose of, the relevant Shares.	51,916,682 Shares
Steven Boyd	Relevant interest under section 608(3)(b) of the Corporations Act 2001(Cth) as the person who controls ACL.	51,916,682 Shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
Master Fund, ACL and Steven Boyd	Master Fund	Master Fund	51,916,682 Shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the 4 months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration	(9)	Class and number of securities
		Cash	Non-cash
Master Fund	9 March 2021	$4,672,501.38	N/A	51,916,682 Shares

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
N/A	N/A

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Master Fund	c/o DMS Corporate Services Ltd. 20 Genesis Close, P.O. BOX 314 Grand Cayman KY1-1104 Cayman Islands
ACL	510 Madison Avenue, 7th Floor New York NY 10022 United States of America
Steven Boyd	510 Madison Avenue, 7th Floor New York NY 10022 United States of America

Signature

print name sign here	Brian Kohn Capacity: General Counsel of ACL
	date: 10 March 2021

Directions

1. If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

2. See the definition of "associate" in section 9 of the Corporations Act 2001.

3. See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

5. The voting shares of a company constitute one class unless divided into separate classes.

6. The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

7. The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

8. Include details of:

9. (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

10. (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

11. See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

12. If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".

13. Details of the consideration must include any and all benefit, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.