ION VIDEO LTD — Capital/Financing Update 2018

Apr 8, 2018

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

LINIUS TECHNOLOGIES LIMITED

ABN

84 149 796 332

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Fully paid ordinary shares
	250,000 fully paid ordinary shares
	Fully paid ordinary shares issued on exercise of unlisted 7.5 cent options.

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally Yes in all respects from the[+] issue date with an existing[+] class of quoted[+] securities? If the additional[+] securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration Shares – 7.5 cents per share in accordance with the terms of the options 6 Purpose of the issue Linius intends to use the funds to: (If issued as consideration for • commercialize its four target divisions the acquisition of assets, clearly — video search, anti-piracy, identify those assets) personalized advertising, and security and defense — with a focus on operations and building a solid team in the USA; • scale the utilization of virtual video globally through SaaS deployments; and • continue R&D around Linius’ patented technology. 6a Is the entity an[+] eligible entity Yes. that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i

6b The date the security holder resolution under rule 7.1A was passed 6c Number of[+] securities issued n/a without security holder approval under rule 7.1

28 November 2017

• See chapter 19 for defined terms.

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6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	n/a
	n/a
	n/a
	n/a
	n/a
	7.1 – 29,439,616 7.1A – 1,793,088
	9thApril 2018
	Number	+Class
	507,478,611 50,625,016	Fully paid ordinary shares. Options exercisable at 16 cents, expiring on 30 September 2019.

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	405,202,269 61,500,000 11,500,000 63,760,000 3,375,000 3,375,000 3,375,000 3,375,000 10,000,000 3,750,000 2,000,000	Fully paid ordinary shares. Options exercisable at $0.05 each on or before 31 March 2019 Options exercisable at $0.045 each on or before 30 November 2019. Options exercisable at $0.075 each on or before 30 May 2019. Options exercisable at $0.07 each on or before 31 Dec 2019. Options exercisable at $0.075 each on or before 31 Dec 2019. Options exercisable at $0.08 each on or before 31 Dec 2019. Options exercisable at $0.085 each on or before 31 Dec 2019. Options exercisable at $0.22 each on or before 30 Sept 2019. Options via ESOP exercisable at $0.045 each on or before 30/6/2021. Options via ESOP exercisable at $0.05 each on or before 30/6/2021.
	The Directors do not anticipate declaring a dividend in the foreseeable future.

• See chapter 19 for defined terms.

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Part 2 - Pro rata issue

art 2 - Pro rata issue
11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• See chapter 19 for defined terms.

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• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

• 1 - 1,000

1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of[+] securities for which 250,000 +quotation is sought

39 +Class of +securities for which Ordinary fully paid shares quotation is sought

• See chapter 19 for defined terms.

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40 Do the[+] securities rank equally in Yes. Shares will rank equally with existing all respects from the[+] issue date ordinary fully paid shares. with an existing[+] class of quoted +securities?

If the additional[+] securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 41 Reason for request for quotation now

New issue of ordinary shares

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another[+] security, clearly identify that other[+] security)

42 Number and +class of all +securities quoted on ASX (_including_the+securities in clause 38)	Number	+Class
	507,478,611 50,625,016	Ordinary fully paid shares Options (exercisable at 16 cents, expiring 30 Sept 2019)

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• See chapter 19 for defined terms.

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• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Stephen Kerr Company Secretary 9 April 2018

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

• Insert number of fully paid[+] ordinary 679,190,880 securities on issue 12 months before the + issue date or date of agreement to issue Add the following: • Number of fully paid[+] ordinary securities 30,000,000 (18 July 2017 placement to

• issued in that 12 month period under an Village Roadshow and Kirby family interests,

• exception in rule 7.2 ratified by shareholders at 28/11/17 Annual General Meeting (AGM))

• • Number of fully paid[+] ordinary securities 85,000,000 (19 October 2017 placement to

• issued in that 12 month period with sophisticated investors, ratified by

• shareholder approval shareholders at 28/11/17 AGM) 5,000,000 (placement shares approved by

• • Number of partly paid[+] ordinary shareholders at 28/11/17 AGM)

• securities that became fully paid in that 20,000,000 (restricted loan funded shares

• 12 month period approved by shareholders at 28/11/17 AGM) 11,240,000 (shares issued on exercise of

• Note: October 2017 7.5 cent placement options,

• • Include only ordinary securities here – approved by shareholders at 28/11/17 AGM.

• other classes of equity securities cannot Multiple share issues over period 21/12/17 to

• be added 9/4/18)

• • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• Subtract the number of fully paid[+] ordinary Nil securities cancelled during that 12 month period “A” 830,430,880

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	124,564,632
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	20,000,000 (21/12/2017 Issue of unlisted options – exercisable at $0.075, expiring on 30 May 2019) 13,500,000 (15/2/2018 Issue of unlisted options – 25% exercisable at $0.07, 25% exercisable at $0.075, 25% exercisable at $0.08, 25% exercisable at $0.085. All expiring on 31 Dec 2019) 50,625,016 (28/2/2018 issue of listed options – exercisable at 16 cents, expiring 30 Sept 2019) 10,000,000 (28/2/2018 issue of unlisted options – exercisable at 22 cents, expiring 30 Sept 2019) 1,000,000 (1/3/2018 issue of ordinary shares)
“C”	95,125,016
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	124,564,632
Subtract“C” Note: number must be same as shown in Step 3	95,125,016
Total[“A” x 0.15] – “C”	29,439,616 [Note: this is the remaining placement capacity under rule 7.1]

placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in	124,564,632
Step 2
Subtract“C”
Note: number must be same as shown in	95,125,016
Step 3
Total[“A” x 0.15] – “C”	29,439,616
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Part 2	Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	830,430,880
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	83,043,088
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	81,250,000 (28/2/2018 issue of ordinary shares)
“E”	81,250,000

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	83,043,088
Subtract“E” Note: number must be same as shown in Step 3	81,250,000
Total[“A” x 0.10] – “E”	1,793,088 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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