DXN LIMITED — Capital/Financing Update 2019

Apr 17, 2019

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18 April 2019

ASX Announcement

EXTENSION OF ENTITLEMENT ISSUE CLOSING DATE AND VARIATION TO UNDERWRITING AGREEMENT

The Data Exchange Network Limited (ASX: DXN) ( DXN or the Company ) advises that, to enable shareholders with a reasonable opportunity to consider the Offer (as defined below) given the Easter and ANZAC day public holidays, it has extended the Closing Date for the current nonrenounceable rights issue and agreed to a variation to the underwriting agreement with Pinnacle Corporate Finance Pty Ltd relating to the rights issue.

Entitlement Issue

As announced on 27 March 2019, the Company is undertaking a non-renounceable pro-rata entitlement issue on the basis of eight and a half (8.5) new shares ( New Share ) for every ten (10) shares held by eligible shareholders at an issue price of $0.05 per New Share to raise up to approximately $8.3 million (before costs) ( Offer ).

Subscribers in the Entitlement Issue will receive one (1) free-attaching option ( New Option ) for every two (2) New Shares subscribed for and issued, exercisable at $0.10 per Option on or before the date which is one year from the date of issue. The Company intends to apply for quotation of the New Options.

The funds raised from the Entitlement Issue will be applied to completion of the first 1 megawatt (MW) of core supporting infrastructure to support the 400 kilowatt (kW) of RFS rack space currently at the Homebush datacentre (DXN-SYD01), completion to 400kW of rack space in situ (facility, power and telco modules) and partial construction of 1MW of core supporting infrastructure at the Port Melbourne datacentre (DXN-MEL01), working capital and costs of the Offer.

The Offer is conditionally underwritten to $8.3 million by Pinnacle Corporate Finance Pty Ltd.

The closing date for the Rights Issue has been extended to Monday, 6 May 2019.

The Data Exchange Network Limited

9 Mumford Place, Balcatta, Perth, Western Australia, 6021 T: 1300 DATAEX | E: info@dataexchange.io

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Revised Indicative Timetable

The revised timetable for the Offer is set out below. The dates are indicative only and the Company reserves the right to vary the dates (subject to the Corporations Act and the ASX Listing Rules).

Event	Proposed Date
Lodgement of ProspectuswiththeASIC	28March 2019
Lodgement of Prospectus & Appendix 3B with ASX	28 March 2019
Notice sent to Shareholders	1 April 2019
Ex date	2 April 2019
RecordDatefordeterminingEntitlements	3April 2019
Prospectus sent out to Shareholders & Company announces this has beencompleted	8 April 2019
Opening Date	8 April 2019
Last date to extend the closing date	23 April 2019
Closing Date*	6 May 2019
Shares and Options quoted ona deferred settlement basis	7 May2019
ASX notified of under subscriptions	9 May 2019
Issue date/Shares entered into Shareholders’security holdings	13 May 2019
Quotation of Shares issued under the Offer	14 May 2019

The Directors may extend the Closing Date by giving at least 3 Business Days’ notice to ASX prior to the Closing Date. As such the date the Securities are expected to commence trading on ASX may vary .*

Variation to Underwriting Agreement

The Company and Pinnacle Corporate Finance Pty Ltd ( Pinnacle or the Underwriter) have agreed to amend the underwriting agreement relating to the Offer as follows:

• (a) The condition precedent relating to the underwriting obligations of Pinnacle being conditional upon “the appointment of two new directors, as nominated by the Underwriter, on or before 5:00pm on the Closing Date” has been deleted.

• (b) A new clause has been included in the underwriting agreement as set out below:

Nomination of directors

• (i) Subject to the Underwriter complying with its obligations under this Agreement, the Underwriter may nominate 2 persons to be appointed as directors of the Company (each a Nominated Director ) on or before 30 September 2019 ( End Date ).

The Data Exchange Network Limited

9 Mumford Place, Balcatta, Perth, Western Australia, 6021 T: 1300 DATAEX | E: info@dataexchange.io

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• (ii) The Nominated Directors can be nominated separately by the Underwriter.

• (iii) The Underwriter will consult with the Board prior to any nomination and seek to nominate a person that has the appropriate qualifications and experience

• (iv) The Underwriter may, on or before the End Date nominate for appointment by the Company a Nominated Director by written notice to the Company specifying the identity of the person to be appointed as a director.

• (v) Where the Company receives a notice from the Underwriter pursuant to paragraph (iv) of nomination of a Nominated Director, subject to receipt by the Company of a consent to act signed by the Nominated Director, the Board shall appoint the Nominated Director as a director.

• (vi) The Underwriter acknowledges that a Nominated Director appointed by the company holds office until the next annual general meeting of the Company and is then eligible for re-election at that meeting pursuant to the constitution of the Company, the Corporations Act and the Listing Rules.

• (vii) The Company must ensure that each Nominated Director is proposed for election at the next annual general meeting of the Company convened after their appointment and recommend the election of the Nominated Director at that annual general meeting.

• (viii) The Company must obtain directors and officers insurance for each Nominated Director, on ordinary commercial terms for a company the same size and with similar operations and assets as the Company.

-Ends-

For more information please contact:

Mr Simon Forth CEO Joint Interim T +61 1300 328 239 E: simon@dataexchange.io

Mr Richard Whiting

CEO Joint Interim T: +61 1300 328 239 E: richard.whiting@dataexchange.io

The Data Exchange Network Limited

9 Mumford Place, Balcatta, Perth, Western Australia, 6021 T: 1300 DATAEX | E: info@dataexchange.io

dataexchange.io