VINYL GROUP LTD — Capital/Financing Update 2020

Mar 9, 2020

Proposed issue of securities

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Announcement Summary

Entity name JAXSTA LTD

Announcement Type

New announcement

Date of this announcement

Tuesday March 10, 2020

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 JXTAF WARRANTS 1,024,278

Proposed +issue date

Thursday March 12, 2020

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

JAXSTA 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

106513580

1.3 ASX issuer code

JXT

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Tuesday March 10, 2020

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

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No

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +Security Code and Description

JXTAF : WARRANTS

Maximum Number of +securities proposed to be issued

1,024,278

Purpose of the issue

Issue of warrants pursuant to the metadata and artwork agreement into between Jaxsta Limited (or its subsidiaries) and Sony Music Entertainment (SME) as detailed in section 9.2.3 of the Prospectus dated 7 September 2018 (lodged with the ASX on 10 September 2018) and a warrant agreement entered into between Jaxsta Limited and a related body corporate of SME on 10 March 2020.

Offer price details for retail security holders

In what currency is the cash What is the issue price per consideration being paid? +security?

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Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Oversubscription & Scale back details May a scale back be applied to this event? No

Part 7C - Timetable

7C.1 Proposed +issue date Thursday March 12, 2020

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No 7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1? 1,024,278

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11.1 participating in the proposed issue? No

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

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7E.2 Is the proposed issue to be underwritten?

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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.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

Warrants are exercisable at A$0.01 per share and expire 7 years from vesting date. Warrants will vest on the last day of the month on the second anniversary of the metadata and artwork agreement with SME (being 31 August 2020).

Warrants do not rank equally with fully paid ordinary shares on issue.

Upon exercise of the Warrants, the fully paid ordinary shares will rank equally with the fully paid shares on issue.

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