VINYL GROUP LTD — Capital/Financing Update 2019

Mar 14, 2019

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Jaxsta Signs Data Partner Agreement with Warner Music Inc.

Friday 15 March 2019 - Jaxsta Limited ( Jaxsta or the Company , ASX: JXT) advises that it has entered into a commercial data access agreement ( CDAA ) with Warner Music Inc. ( WMG ) granting it a licence and authorisation to use WMG's data worldwide. Jaxsta will compensate WMG via ongoing royalty fees during the term of the CDAA.

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

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

A summary of the Jaxsta platform can be found in the Investor section of Jaxsta.com:

http://www.jaxsta.com/investor.

In addition to the WMG CDAA, Jaxsta has now entered into 28 licencing data agreements in the past 18 months including with The Recording Academy, Sony Music Entertainment and Universal Music Group.

Jaxsta’s product schedule remains on track with the Jaxsta.com Beta site set to launch in the first half of 2019, Jaxsta Pro subscription product scheduled for the first half of 2019 and the commercial API scheduled for the last quarter of 2019.

The initial term of the CDAA is 2 years with automatic annual renewals of 1 year periods following the end of the term. Either party may terminate the CDAA with the provision of at least 90 days’ notice prior to the end of the relevant period.

In connection with the DPA, the Company has agreed to issue to WMG 1,351,146 warrants each to subscribe for one new ordinary share in Jaxsta. The warrants have an exercise price of $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 first anniversary of the date of the issue of the warrants.

Jaxsta Ltd. Level 1, 113-115 Oxford Street, DARLINGHURST, NSW, 2010 , AUSTRALIA Ph: +61 2 8317 1000 Jaxsta.com ABN 15 106 513 580

[7824030: 23644813_1]

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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.

ABOUT WARNER MUSIC GROUP :

WMG’s family of labels - including Atlantic Records Group, Warner Bros. Records Inc., and Parlophone - is among the most prominent and successful in the history of music, encompassing a global roser of acclaimed artists and an unparalleled catalog including many of the world’s most popular and influential recordings.

www.wmg.com

ABOUT JAXSTA:

Jaxsta (ASX: JXT) 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 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

[7824030: 23644813_1]

Rule 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 Unquoted Warrants ( Warrants ) be issued

• 2 Number of[+] securities issued or 1,351,146 Warrants to be issued (if known) or maximum number which may be issued

• 3 Principal terms of the Warrants +securities (e.g. if options, 1,351,146 Warrants, exercisable at A$0.01 per share exercise price and expiry date; if and expire 7 years from vesting date. Warrants partly paid +securities, the will vest in multiple tranches as follows:

• amount outstanding and due  Tranche 1 Warrants – 675,573 Warrants

• dates for payment; if +convertible securities, the which vest on the first anniversary of the date of the issue of the Warrants; and

• conversion price and dates for 

• conversion) Tranche 2 Warrants – 675,573 Warrants which vest on the second anniversary of the date of the issue of the Warrants.

4 Do the[+] securities rank equally 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? 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 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) as announced to the ASX on 15 March 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
	15 March 2019
	Number	+Class
	129,029,613	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 2,316,671 20,000,000 1,000,000 2,852,420 1,351,146	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 vestingdate.
	The same dividend policy will apply to the Shares as the fully paid ordinary shares on issue.

Part 2 - Pro rata issue

art 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	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

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 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	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

28 Date rights trading will begin (if N/A applicable) 29 Date rights trading will end (if N/A applicable) 30 How do security holders sell N/A their entitlements in full through a broker? 31 How do security holders sell part N/A of their entitlements through a broker and accept for the balance?

• 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
	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: 15 March 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