ION VIDEO LTD — Capital/Financing Update 2023

Mar 15, 2023

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ASX Announcement | 16 March 2023

Strategic raising and a close out of New Technology Capital Group facility

Highlights:

• $352,865 raised through an issue of unsecured convertible notes to strategic, professional and sophisticated investors

• Funds raised used to repay remaining balance of New Technology Capital Group share subscription facility

• New Technology Capital Group facility now wound-down

Melbourne, Australia – 16 March 2023: Linius Technologies Limited (ASX: LNU) ( Company ) – the only cloud-based solution that transforms static video into hyper-personalized video experiences with its world-first Video Virtualization Engine™ (VVE) – is pleased to announce that a group of strategic professional and sophisticated investors have subscribed for a total of $352,865 through an offer of unsecured convertible notes ( Convertible Notes ).

Settlement of the Convertible Notes occurred on 15 March 2023 and the funds used to repay the remaining balance of the New Technology Capital Group share subscription facility, which was announced to ASX on 28 January 2022. That facility is now wound-down.

The Convertible Notes have been issued in accordance with Listing Rule 7.2 exception 17.

Linius Chairman, Gerard Bongiorno commented, ‘We welcome the continued support of our long-term strategic investors at a time where Linius revenues are growing very strongly from new business wins and with a buoyant pipeline, we feel this transaction will support the company’s near and long -term growth.’

The Convertible Notes shall convert into fully paid ordinary shares in the Company at a price of $0.002 per share, subject to the Company obtaining shareholder approval for the purposes of Listing Rule 7.1 for the issue of those shares. The conversion shall occur within seven days of such approval being obtained. The Company shall, as soon as reasonably practicable, convene a general meeting of its shareholders to seek such approval.

If shareholder approval is not given, the principal amount of the Convertible Notes shall be repayable in cash. They have a 12 month term and an 8% pa coupon, with the interest payable on repayment of the principal amount. There is no interest payable if the Convertible Notes convert into shares.

The key terms of the Convertible Notes are set out in the schedule to this announcement.

This announcement has been authorised for release to ASX by the Linius Board of Directors.

Linius Technologies Limited (ASX: LNU) ACN 149 796 332

Level 2, 431 St Kilda Road, Melbourne VIC 3004 Australia

t: +61 3 8672 7186 / e: info@linius.com

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Schedule - Summary of Key Terms of Convertible Notes

1. Securities offered	Convertible notes (Convertible Notes).
2. Face value	$1.00 per Convertible Note.
3. Maturity date	12 months from date of issue (Maturity Date).
4. Conversion	The Convertible Notes will automatically convert into fully paid ordinary shares in the Company (Shares) at an issue price of $0.002 each within seven days of (and subject to) the Company obtaining shareholder approval for the issue of those Shares. The Company will seek such approval as soon as reasonably practicable.
5. Coupon	8% per annum, calculated daily and compounded monthly.
6. Interest payments	No interest is payable if the Convertible Notes convert into Shares. If the Convertible Notes do not convert into Shares, the accrued interest is payable on the Maturity Date.
7. Redemption	On the Maturity Date the Company must redeem all of the Convertible Notes, unless converted into Shares prior to that date. The Company must also redeem all Convertible Notes upon the occurrence of an insolvency event.
8. Ranking	The Convertible Notes will rank pari passu amongst themselves. All Shares issued on conversion will rank equally with and will carry the same rights as the existing issued fully paid ordinary shares in the Company.
9. Transferability	The Convertible Notes are not transferable without the prior written consent of the Company.
10.Rights attaching to Convertible Notes	A Convertible Note carries no right to participate in any offering of securities by the Company or the right to vote any a general meeting of the Company.
11. Security	The Convertible Notes are unsecured.
12. Quotation	The Convertible Notes will not be quoted on ASX.
13. Reorganisation	If there is a reorganisation by the Company of its share capital, the rights of a holder of Convertible Notes in relation to conversion will be changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

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About Linius Technologies Limited:

Linius’ purpose is to elevate the educational, information, and entertainment value of the world’s video through hyper-personalisation. We make it possible to connect and search vast libraries of video so users can create an infinite amount of personalised video compilations on-the-fly, providing the most relevant content to each viewer.

Our patented Video Virtualisation Engine™ (VVE) turns big, bulky video files into lightweight, searchable data that is enriched with AI and ML, making it easy and efficient for users to find and share what matters to them. Creators and owners of video can drive greater viewing, and ultimately monetisation of their video assets.

For more on Linius Technologies, visit www.linius.com

For further information, please contact: James Brennan, CEO, +61 (0)3 8672 7186 or ir@linius.com

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