MOTIO LTD — Capital/Financing Update 2020

Aug 20, 2020

==> picture [595 x 103] intentionally omitted <==

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

21 August 2020 Market Announcements Platform ASX Limited

Dear Option Holder

NON-RENOUNCEABLE ENTITLEMENT OFFER – NOTIFICATION TO OPTION HOLDERS

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 ).

Under the Offer, the Company will issue approximately 31,366,519 New Shares at an issue price of $0.039 per New Share to raise approximately $1.22 million before costs.

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

Option Holder Participation in Offer

The purpose of this letter is to give you notice that if you wish to participate in the Offer with respect to your options, you must exercise your options before the Record Date.

To ensure that your shares are allotted before the Record Date, your exercise notice together with the correct monies must be received by the Company’s share registry, Automic Pty Ltd, no later than 5.00pm (AEST) on Thursday, 27 August 2020. Any notice of exercise of options received after this date cannot be assured of allotment before the Record Date (being 7.00pm (AEDT) on Friday, 28 August 2020).

To obtain an exercise notice, please contact the Company’s Share Registry, Automic Pty Ltd, between 8.30am and 5.30pm (AEDT) on business days by calling 1300 288 664 (within Australia) or + 61 2 9698 5414 (outside Australia). If you do not wish to participate in the Offer (in respect of your options) you do not need to take any action.

Further information

If you have any questions in relation to any of the above matters, please contact the Share Registry, Automic Pty Ltd, between 8.30am and 5.30pm (AEDT) on business days by calling 1300 288 664 (within Australia) or + 61 2 9698 5414 (outside Australia). For other questions, you should contact your stockbroker, accountant, taxation adviser, financial adviser or other professional adviser.

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