Connexion Media : 20/04/2017 – Prospectus

CONNEXION MEDIA LIMITED ABN: 68 004 240 313 PROSPECTUS

For the offer of up to 1,000 Shares in the capital of the Company at an issue price of $0.072 per Share to raise up to $72 (before expenses).

This Prospectus has been prepared primarily for the purpose of section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of Shares issued by the Company prior to the Closing Date.

IMPORTANT NOTICE

The Shares offered by this Prospectus should be considered a speculative investment and potential investors should refer to Section 4 for further details concerning the risk factors associated with an investment in the Company .

This document is important. It should be read in its entirety.

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DIRECTORY

DIRECTORY 2

1. . IMPORTANT DATES AND IMPORTANT INFORMATION 3

2. DETAILS OF THE OFFER 4

3. PURPOSE AND EFFECT OF THE OFFER 6

4. RISK FACTORS 7

5. CONTINUOUS DISCLOSURE OBLIGATIONS 11

6. ADDITIONAL INFORMATION 14

7. GLOSSARY 21

Company

Connexion Media Limited (ASX:CXZ)

Share Registry

Boardroom Pty Limited Level 12

225 George Street

Sydney NSW 2000

Fax: [phone]

Phone: [phone] (within Australia)

[phone] (outside Australia)

Officers

Mr George Parthimos (Executive Chairman)

Mr Eric Jiang (Executive Director)

Mr Mark Caruso (Non-Executive Director)

Mr David Connolly (Non­ Executive Director)

Mr Peter Torre (Company Secretary)

Auditor *

William Buck Audit (Vic) Pty Ltd Level 20

181 William Street

Melbourne VIC 3000

Contact Details

Suite 1, Level 3 600 St Kilda Road

Melbourne VIC 3004

Fax: [phone]

Phone:[phone]

Website:

www . connex i onltd.com . au

Legal Advisor

KHQ Lawyers Level 15

440 Collins Street

Melbourne VIC 3000

*This entity has not been involved in the preparation of this Prospectus and have not consented to being named in this Prospectus. They are named for information purposes only.

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1 IMPORTANT DATES AND IMPORTANT INFORMATION 1.1 Important Dates

Connexion Media Limited: Prospectus (2017)

Event __ J., D_ a_te _

Lodgement of the Prospectus with ASIC (and a copy to the ASX) Oening Date

Closing Date Issue date

The last day for securities to be entered into the holders' security

holdings.

1. April 2017

2. April 2017

25 April 2017

28 April 2017

*The dates are indicative only. Subject to the Listing Rules, the Directors may vary the dates without prior notice, including closing the offer early or extending the closing date.

1.2 Important Information

This Prospectus is dated 20 April 2017 and was lodged with ASIC on that date. Neither ASIC nor ASX takes any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. No securities will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. The Company will apply for admission of the Shares offered by this Prospectus to quotation on ASX within 7 days after the date of this Prospectus.

It is important that you carefully read this Prospectus in its entirety before deciding to invest in the Shares offered by this Prospectus and, in particular, in considering the prospects for the Company, that you consider the risk factors that could affect the financial performance of the Company which are summarised in Section 4. You should carefully consider these factors in light of your personal circumstances and seek professional advice from your accountant, broker, lawyer or other

professional adviser before deciding whether to invest.

No person or entity is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation not so contained in this Prospectus may not be relied on as having been authorised by the Company or the Directors in connection with the Offer.

This Prospectus does not constitute an offer of Shares in any place in which, or to any person to whom, it would not be lawful to do so. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and any person into whose possession this Prospectus comes (including nominees, trustees or custodians) should seek advice on and observe those restrictions.

The Shares have not been, and will not be, registered under the US Securities Act 1993 (as

amended) and may not be offered or sold in the United States or to, or for the account of or benefit of, US persons. Accordingly neither this Prospectus nor an Application may be sent to investors in the United States or otherwise distributed in the United States.

This Prospectus may be viewed at the Company's website at www . connexionl td .com .au.

This Prospectus contains certain forward-looking statements with respect to the financial condition and business of the Company and certain plans and objectives of the management of the Company. These forward-looking statements involve known and unknown risks, uncertainties and other factors which are subject to change without notice, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct.

Forward-looking statements are provided as a general guide only and there can be no assurance that actual outcomes will not differ materially from these statements. The Company gives no

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Connexion Media Limited: Prospectus (2017)

representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statement will actually occur. In particular, such forward-looking statements are subject to significant uncertainties and contingencies, many of which are outside the control of the Company. A number of important factors could cause actual results or performance to differ materially from the forward looking statements. Investors should consider the forward looking statements contained in this Prospectus in that light.

Defined terms and abbreviations used in this Prospectus are explained in the Glossary (refer to section 7).

All amounts are in Australian dollars unless otherwise specified.

All references to time are to Australian Eastern Standard Time (AEST).

1. DETAILS OF THE OFFER
2. Details of the Offer

   Under this Prospectus, the Company invites the investors identified by the Directors to apply for up to 1,000 Shares at an issue price of $0.072 per Share payable in full on application, to raise up to $72 (before expenses) (New Shares).

   The Offer will only be extended to specific parties on invitation from the Directors. Application Forms will only be provided by the Company to these parties.

   All of the New Shares will rank equally with Shares on issue at the date of this Prospectus. A summary of the rights attaching to the Shares is set out in Section 6.1.

3. Objective

   The Company is seeking to raise only a nominal amount under this Prospectus and, accordingly, the purpose of this Prospectus is not to raise capital.

   The primary purpose of this Prospectus is to remove any trading restrictions that may have attached to Shares issued by the Company without disclosure under Chapter 60 of the Corporations Act prior to the Closing Date.

   Section 708A(11) of the Corporations Act provides that a sale offer does not need disclosure to investors if :

4. the relevant securities are in a class of securities that are quoted securities of the body; and

5. either:

6. a prospectus is lodged with the ASIC on or after the day on which the relevant securities were issued but before the day on which the sale offer is made; or

7. a prospectus is lodged with ASIC before the day on which the relevant securities are issued and offers of securities that have been made under the prospectus are still open for acceptance on the day on which the relevant securities were issued; and

8. the prospectus is for an offer of securities issued by the body that are in the same class of securities as the relevant securities.

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