VINYL GROUP LTD — Capital/Financing Update 2019

Jul 29, 2019

ASX LIMITED

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Jaxsta and APRA Sign Data Partner Agreement

Tuesday 30 July 2019 - Jaxsta Limited ( Jaxsta or the Company , ASX: JXT) advises that it has entered into a commercial data access agreement ( CDAA ) with Australasian Performing Right Association Ltd ACN 000 016 099 ( APRA ) granting it a licence and authorisation to use APRA’s data and content relating to works composed by APRA’s songwriter and composer members.

APRA is the Australian music rights management organisation that collects royalties on behalf of those who create the music such as composers, songwriters and their publishers. APRA is Australia’s oldest copyright collection agency.

The CDAA provides Jaxsta with the ability to gain access to relevant music data from APRA for ingestion to its platform ( Jaxsta Platform ).

The direct data feed provided by Jaxsta’s data partners (performing right organisations, record labels, publishers, industry associations) provides the Jaxsta Platform with official authoritative data sources as opposed to crowd sourced information. This improves the accuracy of the data used in the Jaxsta Platform.

Under the CDAA and in consideration for APRA supplying data and content, Jaxsta will compensate APRA via royalty fees during the term of the CDAA. The royalty fees payable to APRA are calculated on the same basis as the other data partners (refer to ASX Announcement dated 29 April 2019 titled ‘Further information on arrangements with data partners’ for a summary on fees payable).

The initial term of the CDAA is 2 years with automatic renewals of 1 year periods following the end of the initial term. Either party may terminate the CDAA with the provision of at least 60 days’ notice prior to the end of the relevant period.

In connection with the CDAA, the Company has issued to APRA 469,148 warrants each to subscribe for one new ordinary share in Jaxsta. The warrants have an exercise price of A$0.01 per warrant, and are exercisable in multiple tranches for a period of 7 years subject to certain vesting conditions, with the first tranche of warrants vesting on the last day of the month on the first year anniversary of the issue of the warrants.

The unlisted warrants are issued within Jaxsta’s existing placement capacity under ASX Listing Rule 7.1. The Appendix 3B in respect of this issue of warrants is attached.

Jaxsta Ltd. Level 1, 113‐115 Oxford Street, DARLINGHURST, NSW, 2010 , AUSTRALIA Ph: +61 2 8317 1000 Jaxsta.com ABN 15 106 513 580 [7636889: 23638975_2]

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QUOTE FROM JACQUI LOUEZ SCHOORL - CEO of JAXSTA

Jacqui Louez Schoorl, Jaxsta’s Chief Executive Officer said, “We are excited to share the news of this partnership of which we have been working on for some time with the team at APRA. Their belief and support of our company’s mission is another key industry endorsement of the importance of giving credit where it’s due. We proud to be working with such a dynamic and leading Performance Royalty Organisation such as APRA.�

ABOUT APRA :

APRA helps music creators get paid for their work and give music users easy ways to legally play and copy what they like. Royalties keep the music coming and ensure the industry’s future. The organisation’s roots can be traced back almost 90 years to its foundation in 1926 (when radio first started in Australia).

http://apraamcos.com.au/

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.

In addition to the APRA CDAA, Jaxsta has now entered into [30] licensing data agreements in the past 18 months including with The Recording Academy, Sony Music Entertainment, Universal Music Group, The Warner Music Group and Merlin.

Jaxsta.com Beta launched on 13 June 2019 and the Jaxsta Pro subscription product is scheduled for the final quarter of 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

ABN 15 106 513 580 [7636889: 23638975_2]

TotalRule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Jaxsta Limited

ABN

15 106 513 580

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Issue of Unquoted Warrants (Warrants)
	469,148 Warrants
	469,148 Warrants, exercisable at A$0.01 per share and expire 7 years from vesting date. Warrants will vest in multiple tranches as follows:  Tranche 1 Warrants – 234,574 Warrants which vest on the last day of the month on the first year anniversary of the issue of the Warrants; and  Tranche 2 Warrants – 234,574 Warrants which vest on the last day of the month on the second year anniversary of the issue of the Warrants.

4 Do the[+] securities rank equally No. Warrants do not rank equally with fully paid in all respects from the[+] issue ordinary shares on issue. date with an existing[+] class of quoted[+] securities? Upon exercise of the Warrants, the fully paid ordinary shares will rank equally with the fully If the additional[+] securities do paid shares on issue. not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration Nil 6 Purpose of the issue Issue of Warrants pursuant to the Commercial (If issued as consideration for Data Access Agreement and Warrant Agreement the acquisition of assets, clearly entered into between Jaxsta Limited (or its identify those assets) subsidiaries) and Australasian Performing Right Association Ltd ( APRA ) as announced to the ASX on 30 July 2019. 6a Is the entity an[+] eligible entity No. that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder N/A resolution under rule 7.1A was passed 6c Number of[+] securities issued N/A without security holder approval under rule 7.1 6d Number of[+] securities issued N/A with security holder approval under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non‐cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	N/A
	N/A
	N/A
	N/A
	N/A
	30 July 2019
	Number	+Class
	143,732,950	Fully paid ordinary shares (Shares)

9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	86,760,617 833,334 20,000,000 1,000,000 2,852,420 1,351,146 990,000 601,923 1,125,955 469,148	Shares escrowed for 24 months from date of re‐ quotation. Shares escrowed for 12 months from date of issue. Options (exercisable at $0.20 on or before 16 November 2023) escrowed for 24 months from date of re‐quotation. Options (exercisable at $0.30 on or before 16 November 2023) escrowed for 24 months from date of re‐quotation. Warrants exercisable at A$0.01 and expiring 7 years after issue on 14 March 2026. Warrants exercisable at A$0.01 and expiring 7 years from vesting date. Options exercisable at $Nil and expiring 7 years from grant date on 28 March 2026. Options exercisable at $0.651 and expiring 6 years from grant date on 28 March 2025. Warrants exercisable at A$0.01 and expiring 7 years from vesting date. Warrants exercisable at A$0.01 and expiring 7 years from vestingdate.
	The same dividend policy will apply to the Shares as the fully paid ordinary shares on issue.

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non‐ renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance?	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 6

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• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

N/A

• 33 +Issue date

N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1.

• (b) All other[+] securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 ‐ 1,000

• 1,001 ‐ 5,000 5,001 ‐ 10,000 10,001 ‐ 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of+securities for which +quotation is sought 39 +Class of+securities for which quotation is sought 40 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? If the additional+securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another+security, clearly identify that other+security) 42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)	N/A
	N/A
	N/A
	N/A
	Number	+Class
	N/A	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no‐one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here:

Company Secretary

Date: 30 July 2019

Print name: Naomi Dolmatoff

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• See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Insert number of fully paid[+] ordinary securities on issue 12 months before the + issue date or date of agreement to issue

Add the following:

• Number of fully paid[+] ordinary securities issued in that 12 month period under an exception in rule 7.2

• Number of fully paid[+] ordinary securities issued in that 12 month period with shareholder approval

• Number of partly paid[+] ordinary securities that became fully paid in that 12 month period

Note:

• Include only ordinary securities here – other classes of equity securities cannot be added

• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• It may be useful to set out issues of securities on different dates as separate line items

Subtract the number of fully paid[+] ordinary securities cancelled during that 12 month period

“A”

• See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

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----- Start of picture text -----

Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insert number of [+] equity securities issued
or agreed to be issued in that 12 month
period not counting those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
“C”
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in
Step 2
Subtract “C”
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C”
[Note: this is the remaining placement
capacity under rule 7.1]
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• See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

• “E”

• See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10 Note: number must be same as shown in Step 2 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 13

04/03/2013