Digitalx : Appendix 3B

Name of entity

DIGITALX LIMITED

ABN

59 009 575 035

1

+Class of +securities issued or to be issued

Convertible Notes Unlisted Options

2

Number of +securities issued or to be issued (if known) or maximum number which may be issued

30 Convertible Notes

3,000,000 Unlisted Options

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)

Convertible Notes with a face value of $10,000 per note, converting to Fully Paid Ordinary Shares at $0.05 per Share and maturing 30 March 2018. Subject to complying with the requirements of the ASX and the ASX Listing Rules, the Company and the Noteholder may agree to the Conversion Price being adjusted to equal the issue price of Shares at which the Issuer next raises equity capital (other than under the Convertible Notes) after the date the Convertible Note is issued where the issue price is less than $0.05 per Share.

Unlisted Options exercisable at the lessor of $0.06 each, or a 20% premium to the next equity raising completed by the Company before 15 December 2018 and expiring 30 March 2019.

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

No.

Upon conversion of the Convertible Notes to Shares, the Shares will rank equally with existing Shares.

Upon conversion of the Options to Shares, the Shares will rank equally with existing Shares.

5

Issue price or consideration

Convertible Notes: $10,000 per Note. Options: Nil (free attaching to Convertible Notes)

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

Tranche One of the capital raising, as announced 20 March 2017, with funds to be used for the acceleration of marketing of the Company's flagship product, AirPocket.

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

Yes

6b

The date the security holder resolution under rule 7.1A was passed

30 November 2016

6c

Number of +securities issued without security holder approval under rule 7.1

30 Convertible Notes

3,000,000 Unlisted Options

6d

Number of +securities issued with security holder approval under rule 7.1A

Nil

6e

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

Nil

6f

Number of +securities issued under an exception in rule 7.2

Nil

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.

N/A

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

N/A

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

7.1: 17,806,740

7.1A: 21,204,493

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.

30 March 2017

Number

+Class

8

Number and +class of all

+securities quoted on ASX (including the +securities in section 2 if applicable)

212,044,933

Fully Paid Ordinary Shares

Number

+Class

3,849,517

23,486,000

3,000,000

30

Unlisted Options exercisable at

$0.286 each on or before 30 June 2017

Unlisted Options exercisable at

$0.08 each on or before 10 February 2018

Unlisted Options exercisable at the lessor of $0.06 each, or a 20% premium to the next equity raising completed by the Company before 15 December 2018 and expiring 30 March

2019.

Convertible Notes with a face value of $10,000 per Note, converting to Shares at $0.05 per Share and maturing 30 March 2018. Subject to complying with the requirements of the ASX and the ASX Listing Rules, the Company and the Noteholder may agree to the Conversion Price being adjusted to equal the issue price of Shares at which the Issuer next raises equity capital (other than under the Convertible Notes) after the date the Convertible Note is issued where the issue price is less than

$0.05 per Share.

11

Is security holder approval required?

N/A

12

Is the issue renounceable or non- renounceable?

N/A

13

Ratio in which the +securities will be offered

N/A

14

+Class of +securities to which the offer relates

N/A