LITHIUM UNIVERSE LIMITED — Capital/Financing Update 2019

Dec 16, 2019

ASX Release

17 December 2019

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Settlement of $3.97m Placement & Appendix 3B

HIGHLIGHTS

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$3.97 million now settled from well supported, oversubscribed placement

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• Funds to fast track monetisation of the Mogul platform through 2020 and continued innovation of Mogul’s market-leading tournament platform

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• Mogul owns and operates the mogul.gg tournament platform – the world’s most advanced pureplay online esports tournament and matchmaking platform

Esports Mogul Limited (ASX: ESH) ( Mogul or the Company ), the world’s most advanced pure-play online esports tournament platform, confirms the settlement of the $3.97 million placement announced on 11 December 2019.

Mogul’s Managing Director, Gernot Abl, commented:

“We’re pleased to confirm the settlement of this recent placement raising $3.97 million. With this funding secured, the Mogul team is now focussing on continuing to develop our monetisation strategies, securing high profile industry leading esports brands and organisations globally, and improving our world-class platform.”

The Company separately advises of the milestone date occurring in respect of 4,250,000 Class C Performance Rights issued to employees and consultants of the Company under the Company’s Employee Incentive Plan. Of these Performance Rights, 3,230,000 Performance Rights have vested, with shares being issued, and 1,020,000 Performance Rights have been cancelled in accordance with the terms and conditions of their issue.

The relevant Appendix 3B and Cleansing Notice are enclosed.

For further information, please contact:

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Gernot Abl

Managing Director

e: gernot.abl@mogul.gg ASX Release authorised by Mr Gernot Abl.

MMR Corporate Services Pty Ltd

p: +61 2 9251 7177 e: mogul@mmrcorporate.com

Phoebe McCreath

Communications Manager

e: phoebe.mccreath@mogul.gg

Esports Mogul Limited ABN: 22 148 878 782 Level 21, 459 Collins Street, Melbourne, Victoria 3000 W: esh.mogul.gg | T: +61 3 8630 3315 | E: corporate@mogul.gg

1

ASX Release 17 December 2019

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CLEANSING NOTICE

Esports Mogul Limited (“the Company”) advises that it has issued 397,000,000 fully paid ordinary shares, pursuant to a placement announced on 11 December 2019 and 3,230,000 fully paid ordinary shares upon vesting of performance rights.

This notice is given by Esports Mogul Limited (“the Company”) under section 708A(5)(e) of the Corporations Act 2001 (“the Corporations Act”).

The Company advises that:

• (a) The abovementioned shares were issued without disclosure to investors under Part 6D.2 of the Act.

• (b) As at the date of this notice, the Company has complied with:

• (i) the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

• (ii) section 674 of the Corporations Act.

• (c) As at the date of this notice, there is no information that is "excluded information" of the type referred to in sections 708A(7) and 708A(8) of the Corporations Act.

.

For further information, please contact:

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Gernot Abl

Managing Director

e: gernot.abl@mogul.gg

MMR Corporate Services Pty Ltd

p: +61 2 9251 7177 e: mogul@mmrcorporate.com

ASX Release authorised by Mr Gernot Abl.

Phoebe McCreath

Communications Manager

e: phoebe.mccreath@mogul.gg

Esports Mogul Limited ABN: 22 148 878 782 Level 21, 459 Collins Street, Melbourne, Victoria 3000 W: esh.mogul.gg | T: +61 3 8630 3315 | E: corporate@mogul.gg

1

Appendix 3B New issue announcement

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

eSports Mogul Limited

ABN

22 148 878 782

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 (a) Fully Paid Ordinary Shares be issued (b) Fully Paid Ordinary Shares 2 Number of[+] securities issued or (a) 397,000,000 to be issued (if known) or (b) 3,230,000 maximum number which may be issued

3 Principal terms of the +securities (e.g. if options, (a) Fully Paid exercise price and expiry date; if (b) Fully Paid partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

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)	(a) Yes (b) Yes
	(a) $0.01 per fully paid ordinary share (b) Nil cash consideration – these fully paid ordinary shares are issued upon vesting of Performance Rights issued under the Company’s Employee Incentive Plan. The Performance Rights were granted for Nil consideration
	(a) Issued under a placement conducted by the Company in December 2019 - funds raised will be used for working capital purposes including to further support the rollout of Mogul’s Branded Hubs Technology, accelerate revenue-generating activities, further international partner expansion and continued innovation of Mogul’s world-class tournament platform. (b) Issued upon vesting of Performance Rights issued under the Company’s Employee Incentive Plan. The Employee Incentive Plan is intended to provide an opportunity for eligible participants to participate in the Company’s future growth and provide an incentive to contribute to that growth. The Employee Incentive Plan is further designed to assist in attracting and retaining employees.

• See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

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. 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	Yes
	24 May 2019
	235,428,141
	161,571,859
	Nil
	3,230,000
	• Yes • 17 December 2019 • The issue was a 19.2% discount based on a VWAP of $0.0124 • VWAP was calculated using data from Miraqle/Orient Capital
	Not applicable
	Rule 7.1 – 484,500 Rule 7.1A – 1,036,568

• See chapter 19 for defined terms.

Appendix 3B Page 3

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Appendix 3B New issue announcement

7 +Issue dates 17 December 2019 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.

Number +Class 8 Number and +class of all 2,031,084,275 Fully Paid Ordinary Shares +securities quoted on ASX ( including the +securities in section 2 if applicable)

Number +Class 9 Number and +class of all 175,000,000 $0.02 unquoted options +securities not quoted on ASX exercisable on or before 23 ( including the +securities in July 2021 section 2 if applicable) 27,000,000 Class A Performance Rights 27,000,000 Class B Performance Rights 4,250,000 Class C Performance Rights 3,000,000 Class D Performance Rights 50,000,000 $0.02 unquoted options exercisable on or before 21 August 2021 10 Dividend policy (in the case of a Not applicable trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval Not applicable required? 12 Is the issue renounceable or nonNot applicable renounceable?

• See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

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 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	Not applicable
	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.

Appendix 3B Page 5

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Appendix 3B New issue announcement

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

Part 3 - Quotation of securities

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

• 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)

• See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

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

• 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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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)

• See chapter 19 for defined terms.

Appendix 3B Page 8

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Appendix 3B New issue announcement

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.

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.

Sign here: Company secretary

Date: 17 December 2019

Print name: George Lazarou

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• See chapter 19 for defined terms.

Appendix 3B Page 9

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Appendix 3B New issue announcement

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 1,259,254,275 securities on issue 12 months before the + issue date or date of agreement to issue Add the following: 13,400,000 Fully Paid Ordinary Shares

• • Number of fully paid[+] ordinary securities issued in that 12 month period under an 30,200,000 Fully Paid Ordinary Shares exception in rule 7.2 3,230,000 Fully Paid Ordinary Shares

• • Number of fully paid[+] ordinary securities issued in that 12 month period with 320,000,000 Fully Paid Ordinary Shares shareholder approval

• • Number of partly paid[+] ordinary securities that became fully paid in that Nil 12 month period

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” 1,626,084,275

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	243,912,641
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	8,000,000 Fully Paid Ordinary Shares 235,428,141 Fully Paid Ordinary Shares
“C”	243,428,141
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	243,912,641
Subtract“C” Note: number must be same as shown in Step 3	243,428,141
Total[“A” x 0.15] – “C”	484,500 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 11

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Appendix 3B New issue announcement

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” 1,626,084,275 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 162,608,427

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number 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 161,571,859 Fully Paid Ordinary Shares 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” 161,571,859

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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	162,608,427
Subtract“E” Note: number must be same as shown in Step 3	161,571,859
Total[“A” x 0.10] – “E”	1,036,568 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 13

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