MICRO-X LIMITED — Capital/Financing Update 2017

Apr 9, 2017

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Micro-X Limited, 1284 South Road, Tonsley, Clovelly Park, South Australia, 5042

ABN: 21 153 273 735

Monday 10[th] April 2017

ASX Announcement – MICRO-X LIMITED (ASX: MX1)

Micro-X Successfully Completes Placement and announces Entitlement Offer

• Placement successfully completed, raising $5.2 million with strong support from both existing and new institutional and sophisticated investors

• Entitlement Offer will open on Thursday, 20 April 2017 and closes at 5:00pm on Tuesday, 2 May 2017, and is expected to raise up to approximately $4.8 million

Micro-X Limited ( Micro-X ) (ASX: MX1) today announced an equity raising of approximately $10 million ( Capital Raising ) primarily to support the commercialisation of the DRX Revolution Nano including working capital requirements for first orders. Proceeds of the issue will also support completion of the development of the Rover and advancing the development of the Mobile Backscatter Imager, together with general working capital requirements and pay for costs associated with the Capital Raising.

The Capital Raising consists of a successfully completed placement to institutional and sophisticated/professional investors raising $5.2 million ( Institutional Placement ) and a 1 for 10 Entitlement Offer to raise approximately $4.8 million. The Entitlement Offer will be partially underwritten by Wilsons Corporate Finance Ltd for an amount of $2.8 million.

Up to approximately 25 million new shares may be issued under the Capital Raising ( New Shares ) at an offer price per share of $0.40.

Commenting on the Capital Raising, Micro-X’s Managing Director and CEO, Peter Rowland said “We are pleased to have received strong support from both existing and new institutional and sophisticated/professional investors for the placement”.

“The capital raising comes at a pivotal time for Micro-X, as we prepare for the first commercial orders of the DRX Revolution Nano in coming months following the successful featuring of our ultra-lightweight mobile X-ray unit at recent international trade shows and progress towards approval for commercial sale of the product in a number of jurisdictions. This includes the receipt of a “K” number for the DRX Revolution Nano from the US Food and Drug Administration last month. Micro-X has also now received its ISO 13485 accreditation certificate, which is a material step towards achieving compliance with the EU Medical Device Directive. Further, the system has now been cleared for the CB scheme, which is recognition of IEC 60601 medical device safety and compliance testing, and is accepted globally across the member countries of the CB scheme.”

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All New Shares to be issued under the Capital Raising will rank equally with existing Micro-X shares in all respects from the date of their issue. Settlement of New Shares issued under the Institutional Placement is expected to completed on Thursday, 13 April 2017 and these shares are expected to be issued and commence trading on the ASX on a normal settlement basis on Tuesday, 18 April 2017.

Wilsons Corporate Finance Ltd is the lead manager to the Capital Raising.

Commencement of the Entitlement Offer

The Entitlement Offer, which is expected to raise approximately $4.8 million, will open on Thursday, 20 April 2017 and close at 5:00pm (AEST) on Tuesday, 2 May 2017. Micro-X shareholders registered as a shareholder in Australia or New Zealand as at 7.00pm (AEST) on Thursday, 13 April 2017 ( Eligible Shareholders ) will have the opportunity to participate at the same offer price of $0.40 per New Share as the price at which the Institutional Placement was completed and at an offer ratio of 1 new Micro-X share for every 10 Micro-X ordinary shares held as at the record date, being 7.00pm (AEST), Thursday, 13 April 2017.

Eligible Shareholders will also be able to apply for additional shares from the Entitlement Offer in excess of their entitlement, for those entitlements which are not taken up by Eligible Shareholders ( Top-Up Facility ).

The Entitlement Offer will be partially underwritten by Wilsons Corporate Finance for an amount of $2.8 million ( Underwritten Level ). This provides Micro-X with certainty that the Entitlement Offer will be subscribed at least to the Underwritten Level, and therefore ensures the Company will receive total offer proceeds of no less than $8.0 million. Micro-X reserves the right to allot and issue any shortfall shares at its discretion.

The terms and conditions of the Entitlement Offer will be set out in the entitlement offer document to be dispatched to Eligible Shareholders on Thursday, 20 April 2017. Eligible Shareholders wishing to participate in the Entitlement Offer should carefully read the entitlement offer document and accompanying personalised entitlement and acceptance form.

Micro-X expects its trading halt to be lifted and Micro-X shares to recommence trading on a cumentitlement basis from market open today.

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Key Dates*

ey Dates*
Cum-entitlement trading commences	10 April 2017
Ex-entitlement trading commences	12 April 2017
Record Date	7.00pm (AEST), 13 April 2017
Entitlement Offer opens	20 April 2017
Entitlement Offer closes	5.00pm (AEST), 2 May 2017
Micro-X notifies ASX of under subscriptions	5 May 2017
Issue of New Shares under the Entitlement Offer	9 May 2017
Normal trading of New Shares issued under the Entitlement	10 May 2017
Offer expected to commence on ASX
Dispatch of holding statements	10 May 2017

*Dates and times are indicative only and subject to change. All times refer to Australian Eastern Standard Time (AEST).

Micro-X, in consultation with Wilsons Corporate Finance Ltd, reserves the right to extend these dates without prior notice subject to the Corporations Act, ASX Listing Rules and other applicable laws.

For further information please contact:

Mr Peter Rowland, Managing Director, Micro-X Limited

Telephone: +61 418 844 981 prowland@micro-x.com www.micro-x.com

About Micro-X : Micro-X Limited (“ MX1 ”) is an Australian Securities Exchange listed company developing and commercialising a range of highly innovative products based on proprietary carbon nanotube emitter technologies exclusively licensed and sourced from XinRay Systems Inc., a US based technology developer. These technologies enable the miniaturisation of a number of X-ray applications relevant to large global markets.