MOTIO LTD — Capital/Financing Update 2020

Aug 18, 2020

Proposed issue of securities

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Announcement Summary

Entity name

XTD LTD

Announcement Type

New announcement

Date of this announcement

Wednesday August 19, 2020

The Proposed issue is:

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A standard pro rata issue (including non-renounceable or renounceable) A placement or other type of issue

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
n/a	Options ex $0.08 expiring 30 September 2023	15,683,260
XTD	ORDINARY FULLY PAID	31,366,519

Ex date

Thursday August 27, 2020

+Record date

Friday August 28, 2020

Offer closing date

Friday September 18, 2020

Issue date

Friday September 25, 2020

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
n/a	options ex $0.08 expiring 30 September 2023	16,474,543
XTD	ORDINARY FULLY PAID	32,949,086

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Proposed issue of securities

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Proposed +issue date

Thursday August 27, 2020

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

XTD LTD

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

Registration Number

ACN 147799951

1.3 ASX issuer code

XTD

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Wednesday August 19, 2020

1.6 The Proposed issue is:

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A standard +pro rata issue (non-renounceable or renounceable) A placement or other type of issue

1.6a The proposed standard +pro rata issue is:

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• Non-renounceable

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 - Are any of the following approvals required for the	3A.1 - Are any of the following approvals required for the	entitlement offer to be unconditional?	entitlement offer to be unconditional?
+Security holder approval
Court approval
Lodgement of court order	with +ASIC
ACCC approval
FIRB approval
Another approval/condition external to the entity
Yes
3A.1a Conditions
Approval/Condition	Date for determination	Is the date estimated or	** Approval
+Security holder approval	Wednesday September 30,	actual?	received/condition met?
	2020	Estimated
Comments

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued ASX +security code and description XTD : ORDINARY FULLY PAID Is the proposed security a 'New Will the proposed issue of this If the entity has quoted company class' (+securities in a class that is +security include an offer of options, do the terms entitle option not yet quoted or recorded by ASX) attaching +securities? holders to participate on exercise? or an 'Existing class' (additional Yes No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description

XTD : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

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ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

The quantity of additional +securities For a given quantity of +securities to be issued held 1 5 What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 31,366,519 whole number

Offer price details for retail security holders

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.03900

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? No

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

Discretion of the Board in consultation with the Underwriter

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

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Proposed issue of securities

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Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description Options ex $0.08 expiring 30 September 2023 Yes No	Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description Options ex $0.08 expiring 30 September 2023 Yes No
New class-code to be confirmed	Options ex $0.08 expiring 30 September 2023

+Security type

Options

Offer ratio (ratio of attaching securities at which the new +securities will be issued)

The quantity of attaching +securities to be issued	For a given quantity of the new +securities issued
1	2
What will be done with fractional entitlements?	Maximum number of +securities proposed to be issued
Fractions rounded down to the nearest whole number or	(subject to rounding)
fractions disregarded	15,683,260

Fractions rounded down to the nearest whole number or fractions disregarded

Offer price details for retail security holders

In what currency will the offer be made?

What is the offer price per +security for the retail offer? AUD 0.00000

AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? No

Will a scale back be applied if the offer is over-subscribed? Yes

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Describe the scale back arrangements

Discretion of the Board in consultation with the Underwriter

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency

AUD - Australian Dollar

Exercise price Expiry date AUD 0.0800 Saturday September 30, 2023

Details of the type of +security that will be issued if the option is exercised

XTD : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

1

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. To be provided, when available: https://www.asx.com.au/asx/statistics/announcements.do?by=asxCode&asxCode=xtd&ti meframe=Y&year=2020

Part 3C - Timetable

3C.1 +Record date

Friday August 28, 2020

3C.2 Ex date

Thursday August 27, 2020

3C.4 Record date

Friday August 28, 2020

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

Wednesday September 2, 2020

3C.6 Offer closing date

Friday September 18, 2020

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3C.7 Last day to extend the offer closing date

Tuesday September 15, 2020

3C.9 Trading in new +securities commences on a deferred settlement basis Monday September 21, 2020 3C.10 Last day for entity to announce the results of the offer to ASX, including the number and percentage of +securities taken up by existing +security holders and any shortfall taken up by underwriters or other investors

Wednesday September 23, 2020

3C.11 +Issue date

Friday September 25, 2020

3C.12 Date trading starts on a normal T+2 basis

Monday September 28, 2020

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

Wednesday September 30, 2020

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes

3E.1a Who is the lead manager/broker?

Taylor Collison Limited

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

6% underwriting and lead manager fee

• 4 million options ex $0.08 expiring 30 September 2023

3E.2 Is the proposed offer to be underwritten? Yes

3E.2a Who are the underwriter(s)?

Taylor Collison Limited

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)? Fully underwritten

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

• 6% underwriting and lead manager fee

• 4 million options ex $0.08 expiring 30 September 2023

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

S&P/ASX Small Ordinaries index falls by more than 10% on any two consecutive trading days after the Execution Date or one business day prior to the Settlement Date

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3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Expand the Company¿s product offerings including the doubling of screens within the Healius Medical Centres, accelerating the growth of Motio¿s media sales team, for working capital and to meet the costs of the offers.

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

Only Australian & New Zealand shareholders eligible

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes

3F.5a Please provide further details of the offer to eligible beneficiaries

Beneficial level to be eligible provided they're based in Australia or New Zealand

3F.6 URL on the entity's website where investors can download information about the proposed issue https://www.asx.com.au/asx/statistics/announcements.do?by=asxCode&asxCode=xtd&timeframe=Y&year=2020 3F.7 Any other information the entity wishes to provide about the proposed issue Free attaching options to be issued subject to shareholder approval

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval Wednesday September 30, Estimated 2020

Comments

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional Yes securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description XTD : ORDINARY FULLY PAID

Number of +securities proposed to be issued

32,949,086

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

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In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.03900

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? Yes No ASX +security code +Security description New class-code to be confirmed options ex $0.08 expiring 30 September 2023 +Security type Options Number of +securities proposed to be issued 16,474,543 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

1-for-2 attaching option exercisable at $0.08 expiring 30 September 2023

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

0.000010

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Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency AUD - Australian Dollar Exercise price Expiry date AUD 0.0390 Saturday September 30, 2023 Details of the type of +security that will be issued if the option is exercised XTD : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised 1 Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. To be provided, when available: https://www.asx.com.au/asx/statistics/announcements.do?by=asxCode&asxCode=xtd&ti meframe=Y&year=2020

Part 7C - Timetable

7C.1 Proposed +issue date Thursday August 27, 2020

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

5,547,911 shares

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7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

13,298,607 shares

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Taylor Collison Limited

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

6% lead manager fee

7E.2 Is the proposed issue to be underwritten?

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No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Expand the Company¿s product offerings including the doubling of screens within the Healius Medical Centres, accelerating the growth of Motio¿s media sales team, for working capital and to meet the costs of the offers.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

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7F.2 Any other information the entity wishes to provide about the proposed issue

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