MICRO-X LIMITED — Capital/Financing Update 2019

Sep 2, 2019

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

MICRO-X LIMITED

ABN

21 153 273 735

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 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Fully Paid Ordinary Shares
	832,393 Fully Paid Ordinary Shares
	Fully paid ordinary shares will rank equally in all respects from their date of issue with existing Shares.

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) 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	Fully paid ordinary shares - Ordinary shares issued will rank equally with all other shares on issue at the date of issue.
	Conversion price of $0.40 per share – 57,500 ordinary shares. Conversion price of $0.2581 per share – 774,893 ordinary shares.
	Conversion of 230 convertible notes issued in April 2018. Conversion of 2,000 convertible notes issued in October 2018.
	Yes
	21 November 2018
	7,407,401 3,703,698 - upon conversion of Unlisted Options

• See chapter 19 for defined terms. Appendix 3B Page 2

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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 7 +Issue dates 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.	Nil
	Nil
	832,393 Fully Paid Ordinary Shares
	N/A
	N/A
	7.1 –14,373,027 fully paid ordinary shares 7.1A –16,989,418 fully paid ordinary shares Refer Annexure 1 attached.
	Fully Paid Ordinary Shares – 3rdSeptember 2019

8 Number and[+] class of all +securities quoted on ASX ( including the[+] securities in section 2 if applicable)

Number	+Class
165,020,357	Ordinary
Number	+Class

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

9 Number and+class of all +securities not quoted on ASX (_including_the+securities in section 2 if applicable)	2,393,111 4,786,229 2,500,000 320,000 39,770 5,000	Unlisted options at $0.575 (57.5 cents) on or before 31 December 2019 Unlisted options at $0.625 (62.5 cents) on or before 31 December 2019 Unlisted options at $0.625 (62.5 cents) on or before 1 April 2021 Unlisted options at $0.625 (62.5 cents) on or before 1 December 2020 Unlisted Convertible Notes of Face Value $100.00 per Note with a Conversion Price of between $0.23 (23.0 cents) and $0.40 (40.0 cents) subject to a Qualifying Capital Raising occurring on or before 30 September 2018. Unlisted Convertible Notes of Face Value $100.00 per Note with a Conversion Price of between $0.23 (23.0 cents) and $0.40 (40.0 cents) subject to a Qualifying Capital Raising occurring on or before 30 September 2018, or, if a Qualifying Capital Raise has not been so completed, a Secondary Qualifying Raise on or after 1 October 2018 and on or before 30 April 2019.

3,703,698 Unlisted options at $0.40 (40 cents) on or before 31 December 2020. 10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 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	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms. Appendix 3B Page 6

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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 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)	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

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	N/A
	N/A
	N/A
	N/A
	N/A

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)

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

• See chapter 19 for defined terms. Appendix 3B Page 8

04/03/2013

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 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)	832,393
	Fully Paid Ordinary Shares
	Yes
	Conversion of 230 unlisted convertible notes of the 50,000 unlisted convertible notes issued in April 2018. Conversion of 2,000 unlisted convertible notes of the 30,000 unlisted convertible notes issued in October 2018.

42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)	Number	+Class
	165,020,357	Ordinary

• See chapter 19 for defined terms.

Appendix 3B Page 10

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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) Print name: Georgina Carpendale

Date: 03/09/2019

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

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Insert number of fully paid [+] ordinary 144,350,698 fully paid ordinary shares
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary 12,500,000 fully paid ordinary shares
securities issued in that 12 month approved by shareholders at an EGM held
period under an exception in rule 7.2 on 30 May 2018.
• Number of fully paid [+] ordinary 13,043,478 fully paid ordinary shares
securities issued in that 12 month approved by shareholders at the AGM held
period with shareholder approval on 21 November 2018.
• Number of partly paid [+] ordinary
securities that became fully paid in that
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 Nil
+ordinary securities cancelled during that
12 month period
“A” 169,894,176 fully paid ordinary shares
----- End of picture text -----

• See chapter 19 for defined terms. Appendix 3B Page 12

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Step 2: Calculate 15% of “A”

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“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 25,484,126 fully paid ordinary shares
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insert number of [+] equity securities issued 7,407,401 fully paid ordinary shares
or agreed to be issued in that 12 month 3,703,698 options
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
“C” 11,111,099
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 25,484,126 fully paid ordinary shares
Note: number must be same as shown in
Step 2
Subtract “C” 11,111,099
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 14,373,027 fully paid ordinary shares
[Note: this is the remaining placement
capacity under rule 7.1]
----- End of picture text -----

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

art 2	art 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	169,894,176 fully paid ordinary shares
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	16,989,418 fully paid ordinary shares
Step 3: Calculate “E”, the amount 7.1A that has already been used	of placement capacity under rule
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	Nil.
“E”	Nil

• See chapter 19 for defined terms. Appendix 3B Page 14

04/03/2013

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	16,989,418 fully paid ordinary shares
Subtract“E” Note: number must be same as shown in Step 3	Nil.
Total[“A” x 0.10] – “E”	16,989,418 fully paid ordinary shares Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 15