VINYL GROUP LTD — Capital/Financing Update 2019

Jun 17, 2019

ASX LIMITED

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Jaxsta Signs Data Partner Agreement with Merlin

TUESDAY 18 JUNE 2019 – Jaxsta Limited ( Jaxsta or the Company , ASX: JXT) advises that it has entered into a commercial data access agreement ( CDAA ) with Music and Entertainment Rights Licensing Independent Network B.V. ( Merlin ), granting it a licence and authorisation to use Merlin and its participating member’s data worldwide.

Merlin is the global digital rights agency for the world’s independent label sector with more than 800 members, representing tens of thousands of labels from 63 countries.

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

The direct data feed provided by Jaxsta’s data partners (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, Jaxsta will compensate Merlin via ongoing royalty fees to Merlin, during the term of the CDAA. The royalty fees payable to Merlin 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 term of the CDAA is 2 years.

In connection with the CDAA, the Company has agreed to issue to Merlin 1,125,955 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 preceding the first year anniversary of the date 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: 23636850_4]

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Jaxsta.com updates

Jaxsta announced the soft launch of Jaxsta.com (beta version) on Thursday 13 June 2019, positioning it to be the world’s first database of official music credits. The platform is accessible via Jaxsta.com, a public website database of official music credits.

Jaxsta Pro, the Company’s Business-to-Business (B2B) subscription-based service, remains on track for a market launch in the coming months.

In addition to the Merlin CDAA, Jaxsta has now entered into 29 licensing data agreements in the past 21 months, including with The Recording Academy, Sony Music Entertainment, Universal Music Group and Warner Music Group.

ABOUT MERLIN :

Merlin is the digital rights agency for the world’s independent label sector. The organisation’s members embody more than 20,000 independent record labels and distributors from 63 countries.

Merlin acts to ensure these companies have effective access to new and emerging revenue streams and that their rights are appropriately valued and protected.

Since commencing operations in May 2008, Merlin has licensed over 25 key digital services including Facebook, YouTube Music, Spotify, Deezer, Pandora, Alibaba, NetEase and Tencent, and has reached a number of high value copyright infringement settlements on behalf of its members.

Merlin has won ‘Independent Champion’ at the A2IM Libera Awards three times - in ‘15, ‘16 and ‘18. The company’s CEO, Charles Caldas, has been recognised by Billboard in its 2019 list of the 100 most influential people in the music business, for the second year running, while Merlin has been named as an advocate for the publication’s 2018 ‘Indie Power Players’.

Merlin has offices in London, New York and Tokyo, with a head office in Amsterdam. www.merlinnetwork.org

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

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: 23636850_4]

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now live. Jaxsta Pro, the Company’s B2B subscription-based service, will launch in the coming months.

www.jaxsta.com

Jaxsta Investor Relations

Arthur Chan

WE Buchan

Email: jaxsta.investors@we-buchan.com

P: +61 2 9237 2805

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: 23636850_4]

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).
	1,125,955 Warrants
	1,125,955 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 – 562,978 Warrants which vest on the last day of the month preceding the first year anniversary of the date of the issue of the Warrants; and • Tranche 2 Warrants – 562,977 Warrants which vest on the last day of the month preceding the second year anniversary of the date 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 If the additional[+] securities do ordinary shares will rank equally with the fully 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 Data Partner (If issued as consideration for Agreement and Warrant Agreement entered into the acquisition of assets, clearly between Jaxsta Limited (or its subsidiaries) as identify those assets) announced to the ASX on 18 June 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
	N/A
	18 June 2019
	Number	+Class
	142,832,948	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 1,733,336 20,000,000 1,000,000 2,852,420 1,351,146 990,000 601,923 1,125,955	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 vestingdate.
	The same dividend policy will apply to the Shares as the fully paid ordinary shares on issue.

Part 2 - Pro rata issue

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

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 23 Fee or commission payable to the broker 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
	N/A

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

• See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

• 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
	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: 18 June 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

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
Insertnumber 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]

• 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