ION VIDEO LTD — Capital/Financing Update 2023

Aug 1, 2023

Proposed issue of securities

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Announcement Summary

Entity name

LINIUS TECHNOLOGIES LIMITED

Announcement Type

New announcement

Date of this announcement

2/8/2023

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	OPTION EXPIRING 31-JUL-2026 EX $0.004	163,399,993
confirmed
New class-code to be	OPTION EXPIRING 31-JUL-2026 EX $0.004	3,200,000
confirmed
LNU	ORDINARY FULLY PAID	490,200,000

Proposed +issue date

9/8/2023

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

LINIUS TECHNOLOGIES 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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number

84149796332

1.3 ASX issuer code

LNU

1.4 The announcement is

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New announcement

1.5 Date of this announcement

2/8/2023

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 18/10/2023 Estimated No

Comments

Security holder approval under listing rule 10.11 is required for the issue of shares to directors. Security holder approval under listing rule 7.2 exception 17 is required for the issue of options.

Part 7B - Issue details

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? Yes

Details of +securities proposed to be issued

ASX +security code and description

LNU : ORDINARY FULLY PAID

Number of +securities proposed to be issued

490,200,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?

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Yes

In what currency is the cash

What is the issue price per

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consideration being paid? +security? AUD - Australian Dollar AUD 0.00250

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security

Is the proposed attaching 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)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

LNU

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No No

ASX +security code +Security description New class-code to be confirmed OPTION EXPIRING 31-JUL-2026 EX $0.004

+Security type

Options

Number of +securities proposed to be issued

163,399,993

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Consideration noted as part of capital raise.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

0.000001

Will all the +securities issued in this class rank equally in all respects from their issue date?

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Yes

Options details

+Security currency

AUD - Australian Dollar Exercise price Expiry date AUD 0.0040 31/7/2026

Details of the type of +security that will be issued if the option is exercised LNU : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

163,399,993

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs) LNU Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed OPTION EXPIRING 31-JUL-2026 EX $0.004

+Security type

Options

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Number of +securities proposed to be issued

3,200,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?	Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities Part of fee provided to the lead manager in respect of placement completed.
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
5,580.000000
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Options details
+Security currency Exercise price	Expiry date
AUD - Australian Dollar AUD 0.0040	31/7/2026
Details of the type of +security that will be issued if the option is exercised
LNU : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised 3,200,000
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement.

Part 7C - Timetable

7C.1 Proposed +issue date 9/8/2023

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Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

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Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

423,000,000 shares

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Taylor Collison Limited

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Management fee of 6% of funds raised (excluding funds raised from management, related parties or investors introduced by the entity) plus 3.2 million options exercisable at 0.004c expiring 30 June 2026.

7E.2 Is the proposed issue to be underwritten?

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No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Fees and costs incurred by Linius with the Placement include share registry fees, settlement fees and legal and other external advisor fees.

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Part 7F - Further Information

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7F.01 The purpose(s) for which the entity is issuing the securities

Drive revenue growth in the Sport sector.

Invest in the continued development of LVS, Whizzard and Sports sector products.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

Further details regarding the proposed issue of ordinary shares are set out in the announcement to the ASX on 2 August 2023.

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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