IDENTITII LIMITED — Capital/Financing Update 2020

Mar 30, 2020

Proposed issue of securities

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Announcement Summary

Entity name

IDENTITII LIMITED

Announcement Type

New announcement

Date of this announcement

Tuesday March 31, 2020

The Proposed issue is:

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A standard pro rata issue (including non-renounceable or renounceable)

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

ID8 ORDINARY FULLY PAID 54,518,799

Ex date

Thursday April 2, 2020

+Record date

Friday April 3, 2020

Offer closing date

Friday April 24, 2020

Issue date

Friday May 1, 2020

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

IDENTITII 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

ACN 603107044

1.3 ASX issuer code

ID8

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Tuesday March 31, 2020

1.6 The Proposed issue is:

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A standard +pro rata issue (non-renounceable or renounceable)

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

ID8 : 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

ID8 : 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 entitlements? Not applicable

Maximum Number of +securities proposed to be issued 54,518,799

Purpose of the issue

The Company will use the funds raised under the Offer for the following purposes:

¿ sales (pre-sales and delivery);

¿ marketing (including CorDapp trial);

¿ continued product development;

¿ corporate operating expenses; and

¿ to pay the costs of the Entitlement Offer.

Offer price details for retail security holders

Issue Currency Offer Price per +security AUD - Australian Dollar AUD 0.07000

Estimated or Actual? Actual

Oversubscription & Scale back details

Are +security holders allowed to oversubscribe? Yes

Provide the oversubscription details

Eligible Shareholders may apply for Shares in excess of their Entitlement. Additional Shares will only be allocated if there is a sufficient shortfall from Eligible Shareholders who do not take up their Entitlement in full or from Shares that would have been offered to Ineligible Shareholders had they been Eligible Shareholders.

May a scale back be applied to this event?

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Yes

Provide the scale back details

Any scale back will be subject to the availability of Additional Shares and in the Company¿s absolute discretion

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

Friday April 3, 2020

3C.2 Ex date

Thursday April 2, 2020

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3C.4 Record date

Friday April 3, 2020

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue Tuesday April 7, 2020

3C.6 Offer closing date

Friday April 24, 2020

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

Tuesday April 21, 2020

3C.9 Trading in new +securities commences on a deferred settlement basis

Monday April 27, 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

Wednesday April 29, 2020

3C.11 Issue date

Friday May 1, 2020

3C.12 Date trading starts on a normal T+2 basis

Monday May 4, 2020

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

Wednesday May 6, 2020

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? No

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

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

Gleneagle Securities (Aust) Pty Ltd

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

The Entitlement Offer is underwritten by the Underwriter up to the Underwritten Amount of approximately $1.91 million.

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

The Company has agreed to:

• pay the Underwriter an underwriting fee of 6% (excluding GST) of the Underwritten Amount; and

• grant the Underwriter between 5 million and 10 million Underwriter Options

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

• the ASX/S&P 200 Index as published by ASX falls below 4,750;

• the Prospectus is withdrawn by the Company at any time prior to the Issue Date;

• there is a material omission in the Prospectus or the Prospectus contains a statement which is (or has become) materially false or misleading;

• an order is made in connection with the Prospectus or the Entitlement Offer, including under sections 1324 and 1325 of the Corporations Act;

• any person (other than the Underwriter) who has previously consented to being named in the Prospectus, withdraws that consent whether publicly or not;

• any director or senior executive of the Company is prosecuted for a indictable criminal offence; or

• ASX does not (or if ASX indicates to the Company or the Underwriter that it will not) allow the Shares the subject of the Entitlement Offer to be Quoted.

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

K&L Gates has acted as Australian legal adviser to the Company in relation to this Prospectus and the Entitlement Offer. In aggregate, the Company has paid or agreed to pay $25,000 (exclusive of GST and disbursements) for these services to the date of this Prospectus.

Part 3F - Further Information

3F.1 The purposes for which the entity intends to use the cash raised by the proposed issue

The Company will use the funds raised under the Offer for sales (pre-sales and delivery); marketing (including CorDapp trial); continued product development; corporate operating expenses; and to pay the costs of the Entitlement Offer.

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

USA, Singapore, Papua New Guinea, Italy, Hong Kong, United Kingdom

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities

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No

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3F.6 URL on the entity's website where investors can download information about the proposed issue https://identitii.com/investors/#presentations

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

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