Acquisition Target Sourcing for DigitalX

A proposal to engage Acquiry to identify, evaluate, and bring strategic acquisition targets to the table for DigitalX Limited (ASX: DCC).

PREPARED FORDigitalX Board
DATEFebruary 2026
STATUSPending Approval

What This Proposal Covers

DigitalX Limited (ASX: DCC) is seeking to acquire a strategic target in the Australian technology sector. Acquiry has been working with Antanas Guoga to identify and evaluate potential acquisition candidates that align with DCC's growth strategy and capital structure.

This document outlines our proposed engagement: how we work, what we understand about DCC's requirements, the types of companies we would target, example candidates we have already identified, potential deal structures, and the terms under which we propose to operate. The goal is to align on the brief, agree on the approach, and begin the formal search process.

DEAL SIZE

Up to $200M

CASH UPFRONT

$20M–$40M

GEOGRAPHY

Australia

FEE MODEL

3% on success

Who We Are

Acquiry is a specialist cross-border M&A facilitation firm. We connect listed companies, institutional investors, and strategic acquirers with high-value acquisition opportunities. Our role is to do the heavy lifting — identifying, researching, and presenting targets — so your board can focus on making decisions.

Cross-Border Reach

We operate across Australian, European, and US markets with a network spanning institutional investors, founders, and listed company boards.

Sector Depth

Deep expertise in digital assets, fintech, and emerging technology — the sectors where DCC operates and where the best opportunities exist.

End-to-End Facilitation

From initial target identification through to deal structuring and introduction management. We bring the opportunity to your table, ready for review.

Our Working History with DigitalX

Acquiry has an established commercial relationship with Antanas Guoga (Strategic Adviser to DigitalX) across multiple engagements. We have previously delivered acquisition target profiles that were reviewed at board level, and we have a deep understanding of DCC's strategic direction, capital structure, and acquisition appetite. This proposal builds on that existing relationship.

Prior target profiles delivered to board
Direct relationship across deal cycles
Deep understanding of DCC strategy

Research-Led Target Origination

Unlike traditional brokers who wait for inbound deal flow, we invest the vast majority of our effort in proactive outbound research. We find the companies, we do the analysis, and we bring the best candidates to your table. This is our core strength.

Market Intelligence

Systematic scanning across target sectors using proprietary research, network intelligence, and public data to build a comprehensive candidate universe.

This is where we invest the most time.

Strategic Analysis

Rigorous evaluation of each candidate against DCC's criteria — financial health, synergy potential, deal feasibility, and value-creation opportunity.

Every target is assessed before it reaches you.

Curated Shortlist

A refined shortlist of high-conviction targets presented with full strategic rationale, preliminary financials, and a recommended approach.

Quality over quantity. Only the best make the cut.

Introduction & Facilitation

Confidential outreach to target founders or boards, introduction management, and deal structuring support through to completion.

We manage the process so you can focus on the decision.

What We Understand

Confirmed Parameters

GEOGRAPHY

Australia (ASX-listed preferred)

DEAL SIZE

Up to $200M enterprise value

CASH COMPONENT

$20M–$40M upfront

STRUCTURE

Cash + scrip + capital raise capacity

SECTOR FOCUS

Technology, fintech, digital infrastructure

DECISION AUTHORITY

Board-level review and approval

Information We Need

To sharpen the search and deliver the most relevant targets, we need clarity on the following:

Asset condition preference

Should we target distressed / undervalued assets, or healthy growth-stage companies at fair value?

Revenue threshold

Is there a minimum annual revenue or EBITDA requirement?

Integration model

Full acquisition and integration, or bolt-on / standalone subsidiary?

Sector exclusions

Any sectors or business types explicitly off-limits?

Timeline urgency

Is there a target completion date driving the timeline?

Crypto-native requirement

Must the target have existing blockchain operations, or is broader AU tech acceptable?

Management retention

Is retention of existing management a requirement?

Proposed Search Scope

We propose a deliberately broad search scope to capture the best opportunities, while staying aligned with DCC's core competencies and growth thesis.

Fintech & Payments

Payment platforms, lending technology, settlement infrastructure, and financial data services.

RegTech & Compliance

Regulatory technology, identity verification, AML/KYC, and compliance automation.

Digital Asset Infrastructure

Custody, trading, staking, and blockchain infrastructure with institutional-grade operations.

Enterprise SaaS

B2B software with recurring revenue, strong retention, and potential for digital integration.

Data & Analytics

Data platforms and AI/ML companies serving financial services, real estate, or technology.

Managed Services & IT

Technology services with established client bases, recurring contracts, and transformation potential.

What Ideal Candidates Look Like

Based on our initial research, these are examples of the type of companies we would consider strong strategic fits for DCC. These demonstrate the range of opportunities available across both established Australian businesses and global digital asset infrastructure.

Lextech

Mortgage Settlement Technology — Perth, AU

Australia's leading mortgage settlement technology provider. 25+ years serving major banks. ISO 27001 certified. Full 'instruction to settlement' workflow.

STRATEGIC FIT

Institutional credibility, established bank relationships, natural pathway to tokenised settlement and RWA infrastructure.

Visit Lextech

Rello

Real Estate Payment Platform — Australia

High-velocity real estate payment and financing platform for agencies and property owners. Growing market share in Australian residential.

STRATEGIC FIT

Synergy with DCC's 'Sell My Shares' platform. Potential for digital payment rails and stablecoin-backed settlement.

Visit Rello

Homebase

Real Estate Tokenization — Solana Blockchain

Pioneering residential real estate tokenization on Solana. First single-family home tokenized on-chain. Fractional ownership from $100.

STRATEGIC FIT

First-mover in Solana residential RWA. Aligns with DCC's digital asset thesis and could position DCC as a regulated RWA leader.

Visit Homebase

Helius

Solana Infrastructure Provider — Global

Leading Solana infrastructure (RPCs, Staking, Data). 14M+ SOL staked. 100% uptime. Recently raised $500M for SOL treasury pivot.

STRATEGIC FIT

Tier-0 Solana network access. Strategic JV or minority stake opportunity to justify a 'Tech Infrastructure' multiple for DCC.

Visit Helius

A note on target profile

These candidates are healthy, operating businesses — not distressed assets. If the board's preference is to focus on distressed or undervalued opportunities, we would need to adjust the search parameters. Please confirm the preferred target condition so we can optimise accordingly.

How a Deal Could Work

These are the structuring options we see as viable for DCC. We would want the board's input on which approaches are preferred before we engage with any targets. Your thoughts here will shape how we position DCC in conversations.

Cash + Scrip Acquisition

Upfront cash component ($20M–$40M) via targeted placement, with the balance in DCC ordinary shares. Vendor escrow of 12–24 months on scrip.

Earn-Out Structure

Reduced upfront consideration with performance-linked payments over 2–3 years. Aligns vendor incentives with post-acquisition milestones.

Reverse Takeover (RTO)

Target merges into DCC with vendor shareholders receiving equity. Suitable for larger targets where the acquired business becomes the primary entity.

Strategic JV / Minority Stake

Initial minority investment (10–30%) with an option to acquire full control. Lower upfront capital with a pathway to full ownership.

Vendor Finance

Seller-funded loan at competitive rates over 3–5 years. Reduces immediate cash outlay and signals vendor confidence in the combined entity.

Capital Raise + Acquisition

Simultaneous raise and acquisition announcement. Cornerstoned by existing shareholders and institutional investors to fund the cash component.

We'd welcome the board's thoughts here. Which of these structures does DCC have appetite for? Are there any that are off the table? This will directly shape how we approach and position conversations with potential targets.

How We Work Together

01

Align on the Brief

We confirm the acquisition criteria together: target profile, sector preferences, deal size, structure, and any exclusions. This is where we fill the gaps identified in Section 03.

Week 1–2
02

Outbound Research & Identification

Our team conducts deep market scanning across agreed sectors. We identify, research, and evaluate candidates using proprietary intelligence, network sources, and public data.

Weeks 2–8
03

Present Targets to the Board

We deliver a curated shortlist of high-conviction targets with full strategic rationale, preliminary financials, and a recommended approach for each.

Week 8–10
04

Refine Based on Feedback

We iterate based on the board's direction — adjusting focus, parameters, or profiles as needed. If the initial candidates aren't right, we go back and find new ones.

Ongoing
05

Introduce & Facilitate

Once a target is approved, we initiate confidential engagement with the target's founders or board. We manage introductions and facilitate discussions.

As directed
06

Support Through to Completion

We remain involved through deal structuring, negotiation support, and coordination until the transaction is completed and settled.

To completion

Simple. Aligned.

SUCCESS FEE

3% on completion

A fee of 3% of total enterprise value, payable only upon successful completion and settlement of an acquisition. If no deal completes, no fee is payable. It's that simple.

RETAINER

$0 upfront

No retainer, no monthly fees, no expense reimbursements. This reflects our existing working relationship and our confidence in delivering results. We succeed only when DCC succeeds.

Draft Terms

The following is a draft outline of the proposed working arrangement. This is not a binding agreement — it is intended as a starting point for discussion and is open to review and amendment by the board.

Mutual Understanding — Draft

Acquisition Target Facilitation Services

Draft — Open to Review

February 2026

Between: DigitalX Limited (ASX: DCC) ("DCC") and Acquiry Pty Ltd ("Acquiry")

1. Purpose

Acquiry is engaged to identify, evaluate, and facilitate the introduction of strategic acquisition targets for DCC. The scope includes target origination, preliminary analysis, deal structuring input, and introduction management.

2. Scope of Work

Acquiry will conduct proactive outbound research to identify potential acquisition candidates aligned with DCC's strategic criteria. Acquiry will present curated shortlists to the DCC board for review and direction, and will facilitate introductions and discussions with approved targets.

3. Fee

A success fee of three percent (3%) of the total enterprise value of any completed transaction facilitated by Acquiry. Payable upon settlement. No retainer or other fees are payable.

4. Confidentiality

Both parties agree to maintain confidentiality regarding all information exchanged. Neither party shall disclose the existence or terms of this arrangement without prior written consent, except as required by law or ASX Listing Rules.

5. Nature of Arrangement

This document outlines a mutually agreed process and understanding. It is not a binding contract and does not create an exclusive arrangement. Either party may conclude this arrangement at any time with reasonable notice.

6. Governing Law

This understanding shall be interpreted in accordance with the laws of the State of Victoria, Australia.

This is a draft outline of proposed terms, open to review and amendment. It does not constitute a binding agreement or financial product advice.

Immediate Focus Areas

To get moving, we need to align on the following. Once confirmed, we can begin the research process immediately.

Agree on target parameters

Confirm the missing information in Section 03 — particularly asset condition, sector exclusions, and crypto-native requirements.

Confirm preferred deal structures

Which of the structuring options in Section 06 does the board have appetite for? This shapes how we approach targets.

Review the draft terms

Provide feedback on the proposed understanding in Section 09. We're open to amendments.

Clarify immediate start

If the board is comfortable to proceed, we can begin outbound research within the week. Confirm the green light and we'll get started.