VINYL GROUP LTD — Capital/Financing Update 2019

Sep 24, 2019

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ASX LIMITED

Update on Sale of Marine Rescue Technologies Ltd

25 September 2019 - Jaxsta Limited ( Jaxsta or the Company , ASX: JXT) advises that the terms relating to the payment of deferred consideration due to the Company in respect of the sale of Marine Rescue Technologies Limited CRN 4202403 ( MRT Disposal ) to:

• Secure2Go Group Limited ( Secure2Go ); and

• JJC Capital Pte Limited ( JJC Capital ), a nominee of Secure2Go,

have been amended, subject to the Company receiving shareholder approval at a general meeting to be convened by the Company ( General Meeting ).

Under the amended terms, subject to receipt of shareholder approval, the payment terms in respect of the deferred consideration for the MRT Disposal will be amended and accelerated on the following basis:

• 1) in addition to the $1,376,186.87 which the Company has already received in connection with the MRT Disposal, Secure2Go and JJC Capital are required to:

• a) pay $1,500,000 into an escrow account which will be held pending shareholder approval for the proposed amendments (anticipated to occur in late November 2019). If shareholder approval:

  • i) is obtained, the $1,500,000 will be released to the Company promptly after the General Meeting; and

  • ii) is not obtained, $623,813.13 will be released to the Company with the remaining funds to be returned to Secure2Go and JJC Capital; and

• b) pay the Company a further $1,700,000 on or before 31 March 2020; or

• c) in the event Secure2Go and JJC Capital do not pay $1,700,000 on or before 31 March 2020, a further $2,300,000 on or before 28 December 2020; and

• 2) the total consideration for the MRT Disposal is reduced from $6,000,000 (plus VAT, if applicable) to either $4,576,186.87 or $5,176,186.87 (plus VAT, if applicable), depending when the final deferred payment for the MRT Disposal is received.

The proposed amendments require shareholder approval under the ASX Listing Rules and therefore, will not take effect if shareholder approval is not forthcoming at the General Meeting. In the event shareholder approval is not obtained, the purchase price and payment terms applicable to the MRT Disposal will revert to the original payment terms, with:

• the total consideration to revert to $6,000,000 (plus VAT, if applicable);

• $623,813.13 being released to the Company from escrow following the General Meeting; and

Jaxsta Ltd. Level 1, 113‐115 Oxford Street, DARLINGHURST, NSW, 2010 , AUSTRALIA Ph: +61 2 8317 1000 Jaxsta.com

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• Secure2Go and JJC Capital being required to pay the remaining $4,000,000 (plus VAT, if applicable) to the Company by 28 December 2020.

The Company will separately provide notice to shareholders of the General Meeting which it currently proposes to hold in late November 2019.

In circumstances where Secure2Go and JJC Capital fail to make the final deferred payment of $2,300,000 by 28 December 2020, that amount will be immediately due and payable to the Company.

About Jaxsta

Jaxsta is a music technology company developing an online platform to hold global official music data . Through direct industry partnerships, the company aims to credit the ‘who, what, when and where’ of music. The company’s core platform, Jaxsta.com, is expected to launch in 2019.

www.jaxsta.com

-Ends-

Further Details

Jacqui Louez Schoorl

Chief Executive Officer

Email: jls@jaxsta.com | WK: + 61 2 8317 1000 | www.jaxsta.com

Jaxsta Ltd. Level 1, 113‐115 Oxford Street, DARLINGHURST, NSW, 2010 , AUSTRALIA Ph: +61 2 8317 1000 Jaxsta.com