Digitalx LimitedASX: DCC

Notice of General Meeting/Proxy Form

· Issued by Digitalx Limited
DIGITALX LIMITED ACN 009 575 035‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌ NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME: 10.00am WST DATE: 25 August 2017 PLACE: Quest West Perth 54 Kings Park Road West Perth WA 6005

The business of the Meeting affects your shareholding and your vote is important.‌‌

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5.00pm WST on 23 August 2017.

B US IN E SS O F T HE M EE T I N G AGENDA
  1. RESOLUTION 1 - RATIFICATION OF PRIOR ISSUE OF OPTIONS

    To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

    "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 5,000,000 Options on the terms and conditions set out in the Explanatory Statement."

    Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
  2. RESOLUTION 2 - RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 CONVERTIBLE NOTES AND OPTIONS

    To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

    "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 30 Convertible Notes and 3,000,000 Options on the terms and conditions set out in the Explanatory Statement."

    Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
  3. RESOLUTION 3 - RATIFICATION OF PRIOR ISSUE OF TRANCHE 2 CONVERTIBLE NOTES

    To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

    "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 40 Convertible Notes on the terms and conditions set out in the Explanatory Statement."

    Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

    Notice of Meeting (Print version) 23 07 17 2

  4. RESOLUTION 4 - APPROVAL TO ISSUE TRANCHE 2 CONVERTIBLE NOTE OPTIONS

    To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

    "That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 4,000,000 Options, on the terms and conditions set out in the Explanatory Statement."

    Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
  5. RESOLUTION 5 - APPROVAL TO ISSUE BROKER PERFORMANCE RIGHTS

    To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

    "That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 36 Broker Performance Rights to Ironside (or its nominee(s)) on the terms and conditions set out in the Explanatory Statement."

    Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
  6. RESOLUTION 6 - APPROVAL TO ISSUE SHARES TO IRONSIDE IN LIEU OF CAPITAL RAISING FEES

    To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

    "That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 9,678,040 Shares to Ironside (or its nominee(s)) on the terms and conditions set out in the Explanatory Statement."

    Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
  7. RESOLUTION 7 - APPROVAL TO ISSUE SHARES TO IRONSIDE FOR OUTSTANDING MANDATE FEES

    To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

    "That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 2,128,301 Shares to Ironside (or its nominee(s)) on the terms and conditions set out in the Explanatory Statement."

    Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
  8. RESOLUTION 8 - APPROVAL TO ISSUE NEW INCENTIVE OPTIONS TO HOLDERS OF CONVERTIBLE NOTES

    To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

    "That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 14,000,000 Incentive Options on the terms and conditions set out in the Explanatory Statement."

    Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
  9. RESOLUTION 9 - APPROVAL FOR THE ACQUISITION OF A RELEVANT INTEREST IN THE COMPANY BY BLOCKCHAIN GLOBAL LIMITED

    To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

    "That, subject to the passing of Resolutions 1 to 8 (inclusive) for the purposes of Section 611 (Item 7) of the Corporations Act and for all other purposes, approval is given for the Company to issue up to:

  10. 129,819,193 Subscription Shares;

  11. 43,268,737 Subscription Options;

  12. 43,268,737 Shares upon the exercise of the Subscription Options referred to in paragraph (b) above;

  13. 11,111,111 Shares upon conversion of the Loan;

  14. 55 Subscription Convertible Notes;