ION VIDEO LTD — Capital/Financing Update 2019

Feb 14, 2019

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 Unlisted Options Unlisted ESOP options
	1,250,000 fully paid ordinary shares 4,200,000 unlisted options 6,187,500 unlisted options issued under the Company ESOP.
	Fully paid ordinary shares issued as non- cash remuneration for consultant services. 2,200,000 options issued with an exercise price of 6 cents, vesting immediately and expiring 30 June 2020. 2,000,000 options issued with an exercise price of 6 cents, with performance based vesting hurdles, expiring 15 Feb 2022. 6,187,500 ESOP options issued with an exercise price of 6 cents, 1/3rdvesting 30 June 2019, 1/3rdvesting 30 June 2020 and 1/3rdvesting 30 June 2021 and all expiring 31/12/2022.

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally 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 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

6a Is the entity an[+] eligible entity 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 without security holder approval under rule 7.1

Yes

Nil Shares, options and ESOP options issued as non-cash consideration for consultant and staff services. Fully paid ordinary shares issued as noncash remuneration to consultant as part of annual remuneration package. Options issued in consideration for consultancy and advisory board services. ESOP options issued as part of employee and consultant annual remuneration packages.

Yes

29 November 2018

n/a

• 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 – 96,739,632 7.1A – 93,459,754
	13 December 2018 15 February 2019
	Number	+Class
	939,347,548 62,083,350	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)	Number	+Class
	61,500,000 11,500,000 63,760,000 3,375,000 3,375,000 3,375,000 3,375,000 10,000,000 1,875,000 2,000,000 1,000,000 2,200,000 2,000,000 6,187,500	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. Options exercisable at $0.17 each on or before 8 February 2020. Options exercisable at $0.06 each on or before 30 June 2020. Options exercisable at $0.06 each on or before 15 Feb 2022. Options via ESOP exercisable at $0.06 each on or before 31 December 2022.

• See chapter 19 for defined terms.

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• 10 Dividend policy (in the case of a The Directors do not anticipate declaring a trust, distribution policy) on the dividend in the foreseeable future. increased capital (interests)

Part 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 +quotation is sought

• 39 +Class of +securities for which quotation is sought

• See chapter 19 for defined terms.

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• 40 Do the[+] securities rank equally 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

• 41 Reason for request for quotation now

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

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

Number +Class 42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

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.

• 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.

• See chapter 19 for defined terms.

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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 15 February 2019

== == == == ==

• 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

==> picture [414 x 403] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid [+] ordinary 828,930,880
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
1,500,000 (shares issued on exercise of
October 2017 7.5 cent placement options,
• Number of fully paid [+] ordinary securities
approved by shareholders at 28/11/17 AGM.
issued in that 12 month period under an
Multiple share issues over period 30/1/18 to
exception in rule 7.2
9/4/18)
81,250,000 (Feb 2018 placement to
• Number of fully paid [+] ordinary securities
sophisticated investors, ratified by
issued in that 12 month period with
shareholders at 26 April 2018 GM)
shareholder approval
2,083,334 (May 2018 placement shares
issued to director as approved by
• Number of partly paid [+] ordinary
shareholders at 26 April 2018 GM)
securities that became fully paid in that
20,833,334 (June 2018 placement shares
12 month period
issued as approved by shareholders at 26
April 2018 GM)
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• 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” 934,597,548
----- End of picture text -----

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	140,189,632
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	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) 10,000,000 (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 fully paid ordinary shares) 1,000,000 (28/5/2018 issue of unlisted options – exercisable at 17 cents, expiring 8 Feb 2020) 2,500,000 (3/8/2018 issue of fully paid ordinary shares) 1,250,000 (13/12/2018 issue of fully paid ordinary shares) 4,200,000 (15 February 2019 issue of unlisted options)
“C”	43,450,000
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	140,189,632
Subtract“C”

• See chapter 19 for defined terms.

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Note: number must be same as shown in Step 3	43,450,000
Total[“A” x 0.15] – “C”	96,739,632 [Note: this is the remaining placement capacity under rule 7.1]

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

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	934,597,548
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	93,459,754
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
“E”	Nil

• 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

• “E” Nil

• 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	93,459,754
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	93,459,754 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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