MOTIO LTD — Capital/Financing Update 2021

Mar 9, 2021

Proposed issue of securities

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Announcement Summary

Entity name MOTIO LTD

Announcement Type

New announcement

Date of this announcement

Wednesday March 10, 2021

The Proposed issue is:

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A placement or other type of issue

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	Class C Performance Rights that vest upon the 30-day	5,000,000
	VWAP being 15c expirying 3yrs from issue
n/a	Class D Performance Rights that vest upon the 30-day	5,000,000
	VWAP being 18c expirying 3yrs from issue
n/a	Class E Performance Rights that vest upon the 30-day	6,000,000
	VWAP being 25c expirying 3yrs from issue
n/a	Options exercisable at 12c expirying 3 years from issue	7,938,461
Proposed +issue date
Monday May 10, 2021

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

MOTIO 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

ACN

Registration Number

147799951

1.3 ASX issuer code

MXO

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Wednesday March 10, 2021

1.6 The Proposed issue is:

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A placement or other type of issue

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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 Friday May 7, 2021 Estimated

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 No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

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

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Class C Performance Rights that vest upon the 30-day VWAP being 15c expirying 3yrs from issue

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+Security type

Performance options/rights

	Number of +securities proposed to	be issued
	5,000,000
	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
	Long term incentives
	Please provide an estimate of the AUD equivalent of the consideration being
	provided for the +securities
	0.000010
	Will all the +securities issued in this class rank equally in all respects from
	their issue date?
	Yes
	Performance options/rights details
	+Security currency	Exercise price	Expiry date
	AUD - Australian Dollar	AUD 0.0000	Tuesday May 7, 2024
	Details of the type of +security that	will be issued if the option is exercised
	Other
	Description
	fully paid ordinary share
	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.
	https://www2.asx.com.au/markets/company/mxo
	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	No
	securities in a class that is already
	quoted or recorded by ASX)?
	New class

Details of +securities proposed to be issued

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

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Have you received confirmation from Will the entity be seeking quotation
ASX that the terms of the proposed of the 'new' class of +securities on
+securities are appropriate and ASX?
equitable under listing rule 6.1? No
No
ASX +security code +Security description
New class-code to be confirmed Class D Performance Rights that vest upon the 30-day VWAP being 18c
expirying 3yrs from issue
+Security type
Performance options/rights
Number of +securities proposed to be issued
5,000,000
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
Long term incentives
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
0.000010
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Performance options/rights details
+Security currency Exercise price Expiry date
AUD - Australian Dollar AUD 0.0000 Tuesday May 7, 2024
Details of the type of +security that will be issued if the option is exercised
Other
Description
fully paid ordinary share
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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.

https://www2.asx.com.au/markets/company/mxo

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	No
securities in a class that is already
quoted or recorded by ASX)?
New class
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
Have you received confirmation from	Will the entity be seeking quotation
ASX that the terms of the proposed	of the 'new' class of +securities on
+securities are appropriate and	ASX?
equitable under listing rule 6.1?	No
No
ASX +security code New class-code to be confirmed	+Security description Class E Performance Rights that vest upon the 30-day VWAP being 25c expirying 3yrs from issue
+Security type
Performance options/rights
Number of +securities proposed to be	issued
6,000,000
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 Long term incentives
Please provide an estimate of the AUD	equivalent of the consideration being
provided for the +securities
0.000010
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes

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Performance options/rights details

+Security currency AUD - Australian Dollar

Exercise price Expiry date AUD 0.0000 Tuesday May 7, 2024

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

Description

Fully paid ordinary shares

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.

https://www2.asx.com.au/markets/company/mxo

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 No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

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

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Options exercisable at 12c expirying 3 years from issue

+Security type

Options

Number of +securities proposed to be issued

7,938,461

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

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Please describe the consideration being provided for the +securities Long term incentives Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.000010 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.1200 Tuesday May 7, 2024 Details of the type of +security that will be issued if the option is exercised Other Description Fully paid ordinary shares 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. https://www2.asx.com.au/markets/company/mxo

Part 7C - Timetable

7C.1 Proposed +issue date

Monday May 10, 2021

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? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Friday May 7, 2021

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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? No 7E.2 Is the proposed issue to be underwritten? 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 Issue of long term incentives to Board and Executives 7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No 7F.2 Any other information the entity wishes to provide about the proposed issue

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