MOTIO LTD — Capital/Financing Update 2020

Aug 24, 2020

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Not for release to US wire services or distribution in the United States

25 August 2020 Market Announcements Platform ASX Limited

Dear Shareholder

NON-RENOUNCEABLE ENTITLEMENT OFFER – NOTIFICATION TO INELIGIBLE SHAREHOLDERS

On 19 August 2020, XTD Limited ( Company ) announced a capital raising to raise approximately $2.3 million (before costs) by way of a two-tranche placement to raise approximately $1 million ( Placement ) and a fully underwritten non-renounceable entitlement offer to raise approximately $1.22 million.

The fully underwritten non-renounceable entitlement offer is for 1 (one) fully paid ordinary share ( New Shares ) for every 5 (five) existing shares held, together with 1 (one) attaching New Option for every 2 (two) New Shares subscribed for, to shareholders with a registered address in Australia or New Zealand ( Eligible Shareholders ) held as at 7.00pm (AEST) on Friday, 28 August 2020 ( Record Date ) ( Entitlement Offer ).

The Offer will be made by the Company pursuant to a prospectus in accordance with section 713 of the Corporations Act 2001 (Cth) ( Prospectus ) to be sent to shareholders on or about Wednesday, 2 September 2020.

The Company has decided that it is unreasonable to extend the Offer to shareholders with a registered address outside Australia, New Zealand and Singapore ( Ineligible Shareholders ), having regard to the number of such shareholders, their holdings and the compliance costs required to offer the shares under the Offer to those shareholders.

Unfortunately, since you are an Ineligible Shareholder, no offer is being made to you and the Prospectus prepared by the Company in relation to the Offer will be not be sent to you. However, a copy of the Prospectus is available on the ASX website www.asx.com.au and on the Company’s website at www.xtd.tv.

This letter is not an offer to issue New Shares and New Options to you, nor an invitation for you to apply. You do not have to take any further action in relation to the Offer. As the Entitlement Offer is non-renounceable, you will not receive any payment or value for entitlements in respect to any New Shares that would have been offered to you had you been eligible.

If you have any questions, please contact the Company from the date the Offer opens being Wednesday, 2 September 2020 between 8.00am and 5.00pm (WST) on business days by calling +61 8 9486 4036.

Yours faithfully

Adam Cadwallader

Managing Director XTD LTD

This letter has been prepared for publication in Australia and may not be released or distributed in the United States. This letter does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

XTD Limited (ACN 147 799 951) Level 8, 99 St Georges Terrace, PERTH WA 6000