ION VIDEO LTD — Share Issue/Capital Change 2018

Mar 1, 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	Fully paid ordinary shares Listed options Unlisted options Unlisted ESOP options
	81,250,000 fully paid ordinary shares 1,000,000 fully paid ordinary shares 40,625,016 listed options 10,000,000 listed options 10,000,000 unlisted options 5,750,000 unlisted ESOP options

• See chapter 19 for defined terms.

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3 Principal terms of the[+] securities 81,250,000 fully paid ordinary shares issued (e.g. if options, exercise price at 12 cents per share. and expiry date; if partly paid +securities, the amount 1,000,000 fully paid ordinary shares issued at 5 cents per share. outstanding and due dates for payment; if +convertible 40,625,016 listed options with exercise price of 16 cents and expiring 30 Sept 2019. securities, the conversion price and dates for conversion) 10,000,000 listed options with exercise price of 16 cents and expiring 30 Sept 2019. 10,000,000 unlisted options with exercise price of 22 cents and expiring 30 Sept 2019. 3,750,000 unlisted options issued under the company ESOP with exercise price of 4.5 cents with time-based vesting dates and expiring 30 June 2021. 2,000,000 unlisted options issued under the company ESOP with exercise price of 5 cents with time-based vesting dates and expiring 30 June 2021. 4 Do the[+] securities rank equally Ordinary shares – Yes in all respects from the[+] issue date with an existing[+] class of 50,625,016 listed options – new class of quoted[+] securities? quoted security

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

12 cents per share - 81,250,000 fully paid ordinary shares 5 cents per share - 1,000,000 fully paid ordinary shares Nil - 40,625,016 listed options Nil - 10,000,000 listed options Nil - 10,000,000 unlisted options Nil - 5,750,000 unlisted ESOP options

• See chapter 19 for defined terms.

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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 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.	81,250,000 fully paid ordinary shares issued under placement to sophisticated investors. 1,000,000 fully paid ordinary shares issued as consideration for consultant services. 40,625,016 listed options issued under placement to sophisticated investors. 10,000,000 listed options as consideration for consultant services 10,000,000 unlisted options as consideration for consultant services 5,750,000 unlisted ESOP options – employee and consultant remuneration arrangements.
	Yes.
	28 November 2017
	50,625,016 listed options 10,000,000 unlisted options 1,000,000 shares at5centsper share
	81,250,000 shares at 12 cents per share
	n/a
	n/a
	Yes. Effective issue date – 21 Feb 2018 Issue price - 12 cents 15 day VWAP – 12.3 cents Source – ASX trading data.

• See chapter 19 for defined terms.

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6h If[+] securities were issued under n/a 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 7.1 – 29,304,616 issue capacity under rule 7.1 and 7.1A – 1,703,088 rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 28 February 2018 Note: The issue date may be prescribed by 81,250,000 listed fully paid ordinary shares ASX (refer to the definition of issue date in 40,625,016 listed options rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with 10,000,000 listed options the applicable timetable in Appendix 7A. 10,000,000 unlisted options Cross reference: item 33 of Appendix 3B. 1 March 2018 1,000,000 listed fully paid ordinary shares 5,750,000 unlisted ESOP options

Number +Class 8 Number and +class of all 506,578,611 Fully paid ordinary +securities quoted on ASX shares. ( including the +securities in section 2 if applicable) 50,625,016 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 64,660,000 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 +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 Yes - Ordinary shares all respects from the[+] issue date with an existing[+] class of quoted +securities? Listed options are a new security class 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

82,250,000 new ordinary shares issued 50,625,016 new options issued. New class of listed security.

(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
	506,578,611 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 1 March 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) 10,340,000 (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 9/2/18)

• • 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” 829,530,880

• 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	124,429,632
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	124,429,623
Subtract“C” Note: number must be same as shown in Step 3	95,125,016
Total[“A” x 0.15] – “C”	29,304,616 [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	124,429,623
Step 2
Subtract“C”
Note: number must be same as shown in	95,125,016
Step 3
Total[“A” x 0.15] – “C”	29,304,616
	[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	829,530,880
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	82,953,088
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	82,953,088
Subtract“E” Note: number must be same as shown in Step 3	81,250,000
Total[“A” x 0.10] – “E”	1,703,088 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 14

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Company: LINIUS TECHNOLOGIES LIMITED

==> picture [200 x 42] intentionally omitted <==

ACN 149 796 332 Top Listing - Not Grouped

Security: LNU96817 UO30092019/$0.16 As of 01 Mar 2018

Rank	Name	Units	% of Units
1	MR DAVID PETER VALENTINO	3,500,000	6.91
2	CELTIC CAPITAL PTY LTD	3,500,000	6.91
3	CPS CAPITAL INVESTMENTS PTY LTD	3,000,000	5.93
4	HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED	2,500,000	4.94
5	MORGAN STANLEY AUSTRALIA SECURITIES (NOMINEE) PTY LIMITED	1,666,666	3.29
6	SUNSHORE HOLDINGS PTY LTD	1,250,000	2.47
7	RIVERSDALE CAPITAL FUNDING PTY LTD	1,041,667	2.06
8	SUNSET CAPITAL MANAGEMENT PTY LTD	1,000,000	1.98
9	BECK CORPORATION PTY LTD	833,333	1.65
10	NINKIRB NOMINEES PTY LTD	833,333	1.65
11	EMBR CAPITAL LLC	625,000	1.23
12	JURRAH INVESTMENTS PTY LTD	625,000	1.23
13	1215 CAPITAL PTY LTD	625,000	1.23
14	ROBERT KIRBY INVESTMENTS PTY LTD A/C>	520,834	1.03
15	GW BURKE INVESTMENTS PTY LTD	520,834	1.03
16	PERSHING AUSTRALIA NOMINEES PT Y LTD	500,000	0.99
17	J & J BANDY NOMINEES PTY LTD	500,000	0.99
18	CS THIRD NOMINEES PTY LIMITED <HSBC CUST NOM AU LTD 13	500,000	0.99
19	SEEFIN PTY LTD	500,000	0.99
20	GORDO'S PTY LTD	500,000	0.99
Totals:	Top 20 holders of LNU96817 UO30092019/$0.16	24,541,667	48.48
Total Remaining Holders Balance		26,083,349	51.52
Total Holders Balance		50,625,016	100

TOP SPREAD REPORT

LINIUS TECHNOLOGIES LIMITED

ACN 149 796 332 For Class: [96817]LNU96817 UO30092019/$0.16

Date: 01/03/2018

Operator: Web Operator Page: 1

		SPREAD OF HOLDINGS	NUMBER OF HOLDERS	NUMBER OF UNITS	% OF TOTAL ISSUED CAPITAL
		1 - 1,000	0	0	0.000 %
		1,001 - 5,000	0	0	0.000 %
		5,001 - 10,000	5	44,543	0.088 %
		10,001 - 100,000	166	9,622,712	19.008 %
	100,001 - 999,999,999,999		95	40,957,761	80.904 %
	TOTAL		266	50,625,016	100 %
	LOCALITY ANALYSIS		NUMBER OF HOLDERS	NUMBER OF UNITS	% OF TOTAL ISSUED CAPITAL
	WESTERN AUSTRALIA		137	24,522,504	48.439 %
	VICTORIA		52	12,779,547	25.244 %
	QUEENSLAND		38	2,870,630	5.670 %
	NEW SOUTH WALES		31	8,794,168	17.371 %
	SOUTH AUSTRALIA		2	261,501	0.517 %
	AUSTRALIAN CAPITAL TERRITORY		1	312,500	0.617 %
	UNITED KINGDOM OF GREAT BRITAIN AND NTH IRELAND		2	167,500	0.331 %
	UNITED STATES OF AMERICA		2	708,333	1.399 %
	NEW ZEALAND		1	208,333	0.412 %
	Total Australian Holders		261	49,540,850	97.858 %
	Total Overseas Holders		5	1,084,166	2.142 %
	Grand Total		266	50,625,016	100.000 %