VINYL GROUP LTD — Share Issue/Capital Change 2019

Sep 30, 2019

Appendix 3B New issue announcement

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 be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	Unquoted Warrants (Warrants) Fully paid ordinary shares (ORDs) Unquoted Options(NED Options)
	300,000 Warrants 445,000 ORDs 6,000,000 NED Options

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 1

Appendix 3B New issue announcement

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)

Warrants

300,000 Warrants, each is exercisable at an amount equal to the 20 day VWAP of Jaxsta Limited’s shares per Warrant. The Warrants will vest in two tranches as follows:

•	tranche 1 Warrants: 150,000 Warrants which vest on the date of issue; and
•	tranche 2 Warrants: 150,000
	Warrants which vest on the first
	anniversary of the date of issue of
	the Warrants.
Each Warrant expires 7 years from its vesting
date.
ORDs
445,000	Fully paid ordinary shares.
NED Options
6,000,000 NED Options to acquire fully paid
ordinary shares. Each NED Option is
exercisable at A$0.20 and expires 5 years
from the grant date. The NED Options will
vest in	four tranches as follows:
•	tranche 1 NED Options: 1,500,000
	exercisable when the 30 day VWOP of
	Jaxsta Limited’s shares reaches
	A$0.30;
•	tranche 2 NED Options: 1,500,000
	exercisable when the 30 day VWOP of
	Jaxsta Limited’s shares reaches
	A$0.40;
•	tranche 3 NED Options: 1,500,000
	exercisable when the 30 day VWOP of
	Jaxsta Limited’s shares reaches
	A$0.50; and
•	tranche 4 NED Options: 1,500,000
	exercisable when the 30 day VWOP of
	Jaxsta Limited’s shares reaches
	A$0.60.

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 2

Appendix 3B New issue announcement

4 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity 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	No – the Warrants are not quoted on the ASX and do not rank equally with fully paid ordinary shares on issue. The shares issued on exercise of the Warrants will rank equally with the shares quoted on the ASX in all respects. Yes – ORDs rank equally with in all respects with the shares of Jaxsta Limited, including in respect of voting rights and dividends. No – the NED Options are not quoted on the ASX and do not rank equally with fully paid ordinary shares on issue. The share issued on exercise of the NED Options will rank equally with the shares quoted on the ASX in all respects.
	Nil - Warrants Nil - ORDs Nil – NED Options
	Warrants issued pursuant to a Warrant Agreement entered into between Jaxsta Limited and the holder on 30 September 2019 in recognition of prior services provided by the holder to Jaxsta Limited and its related bodies corporate. ORDs issued in accordance with Jaxsta’s Incentive Option Plan as deferred equity payments for the achievement of specified objectives. NED Options issued as part of the remuneration package for two of the current non-executive Directors of Jaxsta Limited.
	No

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 3

Appendix 3B New issue announcement

6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 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.	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	30 September 2019

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 4

Appendix 3B New issue announcement

8 Number and+class of all+securities quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	145,011,284	Fully paid ordinary shares

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 5

Appendix 3B New issue announcement

9 Number and+class of all+securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	86,760,617	Shares escrowed for 24 months from date of re-quotation.
	20,000,000	Options (exercisable at $0.20 on or before 16 November 2023) escrowed for 24 months from date of re-quotation.
	1,000,000	Options (exercisable at $0.30 on or before 16 November 2023) escrowed for 24 months from date of re-quotation.
	2,852,420	Warrants exercisable at A$0.01 and expiring 7 years after issue on 14 March 2026.
	1,351,146	Warrants exercisable at A$0.01 and expiring 7 years from vestingdate.
	545,000	Options exercisable at $Nil and expiring 7 years from grant date on 28 March 2026.
	601,923	Options exercisable at $0.651 and expiring 6 years from grant date on 28 March 2025.
	1,125,955	Warrants exercisable at A$0.01 and expiring 7 years from vestingdate.
	469,148	Warrants exercisable at A$0.01 and expiring 7 years from vestingdate.
	300,000	Warrants each exercisable at an amount equal to the 20 day VWAP of Jaxsta Limited’s shares and expires 7 years the vesting date.
	1,500,000	Options each exercisable at A$0.20 when the 30 day VWOP of Jaxsta Limited’s shares reaches A$0.30 and expires 5 years from 30 September 2019.
	1,500,000	Options each exercisable at A$0.20 when the 30 day VWOP of Jaxsta Limited’s shares reaches A$0.40 and expires 5 years from 30 September 2019.

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 6

Appendix 3B New issue announcement

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	1,500,000	Options each exercisable at A$0.20 when the 30 day VWOP of Jaxsta Limited’s shares reaches A$0.50 and expires 5 years from 30 September 2019.
	1,500,000	Options each exercisable at A$0.20 when the 30 day VWOP of Jaxsta Limited’s shares reaches A$0.60 and expires 5 years from 30 September 2019.
	Warrants – The same dividend policy will apply to the shares issued on exercise of the Warrants as the fully paid ordinary shares on issue. ORDs – The same dividend policy applies as per the fully paid ordinary shares on issue. NED Options – The same dividend policy will apply to the shares issued on exercise of the NED Options as the fully paid ordinaryshares 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 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 7

Appendix 3B New issue announcement

18 Names of countries in which the N/A 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 N/A acceptances or renunciations

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 8

Appendix 3B New issue announcement

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 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
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 9

Appendix 3B New issue announcement

• 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 – Note: this application for quotation applies ONLY the ORDs (i.e., the 445,000 fully paid ordinary shares) described in Part 1. The Warrants and the NED Options (each as also described in Part 1) are to remain unquoted.

• (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

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 10

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of[+] securities for which N/A +quotation is sought 39 +Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in all N/A 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 N/A now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number +Class 42 Number and[+] class of all[+] securities N/A quoted on ASX ( including the +securities in clause 38)

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 11

Appendix 3B New issue announcement

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.

Sign here:

==> picture [82 x 50] intentionally omitted <==

Date: 30 September 2019

Company secretary Print name: Shelley Burger

== == == == ==

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 12

Appendix 3B New issue announcement

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

==> picture [403 x 398] intentionally omitted <==

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

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”
----- End of picture text -----

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 13

Appendix 3B New issue announcement

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.

04/03/2013

Appendix 3B Page 14

Appendix 3B New issue announcement

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.

04/03/2013

Appendix 3B Page 15

Appendix 3B New issue announcement

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.

04/03/2013

Appendix 3B Page 16