DOTZ NANO LIMITED — Capital/Financing Update 2018

Oct 31, 2018

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DOTZ NANO LIMITED ACN 125 264 575

PROSPECTUS

THIS PROSPECTUS IS BEING ISSUED FOR THE OFFER OF 8,900,000 UNQUOTED OPTIONS TO SPECIFIC EMPLOYEES AND CONSULTANTS OF THE COMPANY.

THIS PROSPECTUS HAS ALSO BEEN PREPARED FOR THE PURPOSE OF FACILITATING SECONDARY TRADING OF ANY UNDERLYING SHARES ISSUED UPON EXERCISE OF THE OPTIONS PURSUANT TO ASIC CORPORATIONS (SALE OFFERS THAT DO NOT NEED DISCLOSURE) INSTRUMENT 2016/80.

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT SHOULD BE READ IN ITS ENTIRETY.

IF YOU ARE IN DOUBT ABOUT WHAT TO DO, YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER WITHOUT DELAY.

THE SECURITIES OFFERED BY THIS PROSPECTUS ARE OF A SPECULATIVE NATURE.

IMPORTANT INFORMATION

This Prospectus is dated 1 November 2018 and was lodged with the ASIC on that date with the consent of all Directors. Neither ASIC nor ASX nor their respective officers take any responsibility for the contents of this Prospectus. No Plan Options will be issued on the basis of this Prospectus any later than 13 months after the date of this Prospectus (being the expiry date of this Prospectus).

A copy of this Prospectus is available for inspection at the registered office of the Company at Level 14, 330 Collins Street, Melbourne, Victoria, during normal business hours. The Company will provide a copy of this Prospectus to any person on request. The Company will also provide copies of other documents on request (see Section 4.4).

The Offer is only available to those Eligible Participants who are personally invited to accept the Offer. Applications for Plan Options under the Offer can only be submitted on an original Application Form which accompany this Prospectus.

Eligible Participants and potential investors should be aware that subscribing for Securities in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 2 of this Prospectus, including (but not limited to) risks in respect of:

• Development and commercialisation risks : a failure or delay in successfully developing and commercialising the Company's technology could lead to a loss of opportunities and adversely impact on the Company's operating results and financial position; and

• Competition risks : the failure to establish and maintain an appreciable market share and differentiation from its competitors in the industry in which the Company operates may impede the financial condition and rate of growth of the Company.

These risks, together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Securities in the future. Accordingly, an investment in the Company should be considered highly speculative. Eligible Participants should consider consulting their professional advisers before deciding whether to apply for Plan Options pursuant to this Prospectus.

No person 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 may not be relied on as having been authorised by the Company in connection with the Offer. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws. This Prospectus does not constitute an offer of Securities in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus.

This Prospectus is a transaction specific prospectus for an offer of Options over continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

Definitions of certain terms used in this Prospectus are contained in Section 1. All references to currency are to Australian dollars and all references to time are to AEST unless otherwise

indicated. Revenues and expenditures disclosed in this Prospectus are recognised exclusive of the amount of goods and services tax, unless otherwise disclosed.

CORPORATE DIRECTORY

Share Registry*

Directors Share Registry* Dr Volker Mirgel Non-Executive Chairman Automic Registry Services Mr Uzi Breier Executive Director & CEO Level 29, 201 Elizabeth Street Mr Steve Bajic Non-Executive Director SYDNEY NSW 2000 Mr John Bullwinkel Non-Executive Director Mr Ashley Krongold Non-Executive Director Tel (within Australia): 1300 288 664 Tel (outside Australia): +61 2 9698 5414

Company Secretary Mr Ian Pamensky

Solicitors

Registered Office Level 14, 330 Collins Street MELBOURNE VIC 3000

Bellanhouse Lawyers Level 19, Alluvion 58 Mounts Bay Road PERTH WA 6000

Tel: + 61 414 864 746 Email: ian@cfo2grow.com.au

ASX Code : DTZ

Website : www.dotz.tech

*This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus.

TIMETABLE

Event	Date*
Lodgement of Prospectus with ASIC and ASX	1 November 2018
Opening Date of Offer	1 November 2018
Closing Date of Offer	5 November 2018
Anticipated date of issue of Plan Options	5 November 2018

• These dates are indicative only and subject to change. Subject to the Corporations Act and the Listing Rules, the Directors reserve the right to vary these dates, including the Closing Date, without prior notice.

TABLE OF CONTENTS

Section	Page No
1.	Details of the Offer ..................................................................... 1
2.	Risk factors .............................................................................. 5
3.	Effect of the Offer ..................................................................... 10
4.	Additional information ............................................................... 12
5.	Authorisation ........................................................................... 23
6.	Glossary of Terms ..................................................................... 24

1. Details of the Offer

1.1 Summary of the Offer

The Company is offering, pursuant to this Prospectus, up to a total of 8,900,000 unquoted options to acquire fully paid ordinary shares under its Incentive Option Plan ( Plan Options ) for nil cash consideration ( Offer ).

The purpose of the Offer is to incentivise the employees and consultants of the Company and to align their interests with those of the Company's Shareholders. No funds will be raised under the Offer.

The Offer will only be extended to specific employees and consultants of the Company on invitation of the Directors ( Eligible Participants ). An Application Form will only be provided by the Company to these parties, together with a copy of this Prospectus.

The Plan Options will be exercisable for nil cash consideration on or before 1 October 2021 or 2022, and will be subject to various vesting conditions. Further details of the terms and conditions of the Plan Options are in Section 4.2.

Shares issued upon the exercise of Plan Options will be fully paid and will rank equally with the Company's existing Shares on issue as at the date of this Prospectus. Refer to Section 4.1 for a summary of the rights and liabilities attaching to Shares.

1.2

Purpose of the Prospectus

Generally, section 707(3) of the Corporations Act requires that a prospectus is issued in order for a person to whom securities were issued without disclosure under Part 6D of the Corporations Act to on-sell those securities within 12 months of the date of their issue.

This Prospectus has been issued to facilitate secondary trading of any Shares issued upon exercise of the Plan Options to be issued under the Offer. Issuing the Plan Options under this Prospectus will enable persons who are issued the Plan Options to on-sell the Shares issued on exercise of the Plan Options pursuant to ASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2016/80.

Accordingly, the purpose of this Prospectus is to:

• (a) make the Offer; and

• (b) ensure that the on-sale of any underlying Shares issued upon the exercise of the Plan Options does not breach section 707(3) of the Corporations Act.

1.3

Closing Date

The Closing Date for the Offer is 5 November 2018. The Company reserves the right, subject to the Corporations Act and the Listing Rules, to extend the Closing Date without prior notice. If the Closing Date is varied, subsequent dates may also be varied accordingly.

1.4 Minimum subscription

There is no minimum subscription for the Offer.

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1.5 Application Forms

The Offer is being extended to Eligible Participants who are invited by the Company to subscribe for Plan Options and is not open to the general public.

Only Eligible Participants will be provided a copy of this Prospectus and a personalised Application Form. Applications must be made using the Application Form attached to this Prospectus.

Completed Application Forms must be received by the Company prior to the Closing Date. Application Forms should be delivered to the Company in accordance with the instructions on the Application Form. If you are in doubt as to the course of action, you should consult your professional advisor.

Acceptance of a completed Application Form by the Company creates a legally binding contract between the Applicant and the Company for the number of Plan Options on the Application Form accepted by the Company. The Application Form does not need to be signed to be a binding acceptance of the Plan Options under the Offer.

If the Application Form is not completed correctly it may still be treated as valid. The Directors' decision as to whether to treat the acceptance as valid and how to construe, amend or complete the Application Form, is final.

By completing and returning an Application Form, Applicants will be deemed to have represented and warranted on behalf of themselves or each person on whose account they are acting that the law in their place of residence and/or where they have been given the Prospectus, does not prohibit them from being given the Prospectus and that they:

• (a) agree to be bound by the terms of the Offer;

• (b) declare that all details and statements in the Application Form are complete and accurate;

• (c) declare that they are over 18 years of age and have full legal capacity and power to perform all their rights and obligations under the Application Form;

• (d) authorise the Company and its respective officers or agents, to do anything on their behalf necessary for the Securities to be issued to them, including to act on instructions of the Company's share registry upon using the contact details set out in the Application Form;

• (e) acknowledge that the information contained in, or accompanying, the Prospectus is not investment or financial product advice or a recommendation that Securities are suitable for them given their investment objectives, financial situation or particular needs; and

• (f) acknowledge that the Securities have not, and will not be, registered under the securities laws in any other jurisdictions outside Australia.

1.6 Issue and dispatch

Subject to the Corporations Act and the Listing Rules, the Company intends to issue the Plan Options under the Offer on or about 5 November 2018. Security holder statements will be dispatched as soon as possible after the issue of the Plan Options under the Offer.

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1.7 ASX quotation

The Company does not intend to does not intend to apply for quotation of the Plan Options on the ASX.

1.8 Residents outside Australia

(a) General

This Prospectus and any accompanying Application Form do not, and are not intended to, constitute an offer of Securities in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

(b) Residents in Israel

The Securities have not been registered, and no prospectus will be issued, under the Israeli Securities Law 1968. Accordingly, the Securities will only be offered and sold in Israel pursuant to an applicable private placement exemption namely, the Offer will be made to no more than 35 offerees, subject to certain conditions or to more than 35 offerees subject to prior obtaining of any required approval from the Israel Securities Authority according to any applicable law. This offer document and any activities in connection with it shall not be deemed to be the provision of investment advice or invest marketing services. If any recipient in Israel of this offer document is not the intended recipient, such recipient should promptly return it to the Company. This offer document has not been reviewed or approved by the Israeli Securities Authority in any way.

1.9 Risk factors

An investment in Securities of the Company should be regarded as speculative. In addition to the general risks applicable to all investments in listed securities, there are specific risks associated with an investment in the Company which are detailed in Section 2.

1.10 Taxation implications

The Directors do not consider it appropriate to give Applicants advice regarding the taxation consequences of subscribing for Plan Options under this Prospectus.

The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Applicants. As a result, Applicants should consult their professional tax adviser in connection with subscribing for Plan Options under this Prospectus.

1.11 Major activities and financial information

A summary of the major activities and financial information relating to the Company can be found in the Company's Annual Report for the financial year ended 31 December 2017, lodged with ASX on 29 March 2018 ( Annual Report ). The Company has made continuous disclosure notices (i.e. ASX announcements) since the lodgement of its Annual Report on 29 March 2018.

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Copies of the Annual Report are available free of charge from the Company. The Directors strongly recommend that Applicants review this and all other announcements prior to deciding whether or not to participate in the Offer.

1.12 Privacy

Applicants will be providing personal information to the Company (directly or by the Company's share registry) on the Application Forms. The Company collects, holds and will use that information to assess the Application, service Security holders' needs, facilitate distribution payments and corporate communications to Security holders and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company's share registry.

Security holders can access, correct and update the personal information the Company holds about them by contacting the Company or its share registry at the relevant contact numbers set out in this Prospectus. A fee may be charged for access. Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules.

Applicants should note that if they do not provide the information required on the Application Form, the Company may not be able to accept or process their Application.

1.13 Enquiries concerning Prospectus

Enquiries relating to this Prospectus should be directed to the Company Secretary by email to ian@cfo2grow.com.au.

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2. Risk factors

The Plan Options offered under this Prospectus should be considered speculative because of the nature of the business activities of the Company. Eligible Participants and potential investors should consider whether the Plan Options offered and the underlying Shares are a suitable investment having regard to their own personal investment objectives and financial circumstances and the risk factors set out below. This list is not exhaustive and potential investors should read this Prospectus in its entirety and if in any doubt consult their professional adviser before deciding whether to participate in the Offer.

The principal risks include, but are not limited to, the following:

2.1 Company's Current Operations Risks

(a) Development and commercialisation of the technology

The Company is in the business of development and commercialisation of anti-counterfeiting, authentication and tracing solutions ( Technology ). The Company is a technology leader in research, production and marketing of the Technology. The success of the Company will depend upon the Company's ability to develop and commercialise the Technology. A failure to successfully develop and commercialise the Technology, including the production of its unique products, ValiDotz™, Fluorensic™, and InSpec™ ( Products ) in commercial quantities or to otherwise meet demand, could lead to a loss of opportunities and adversely impact on the Company's operating results and financial position.

The Company continues to focus its commercialisation activities in areas that are considered new markets for the Technology. There is a risk that Products produced by the Company will not be accepted by market participants in these fields (or other fields) (such as anti-counterfeiting, authentication and tracing solutions). Failure to create a market in these fields will have an adverse effect on the Company's potential profitability.

As disclosed in the Company's prospectus lodged with ASIC and ASX on 24 August 2016, the Company is seeking to develop the Technology with organisations that provide chemical production industry services. If the Company is successful in developing the Technology, there may be further additional risks associated with how the Technology fits within industry standards (including legal and regulatory standards), and issues faced with production which may affect yields.

The global marketplace for most products is ever changing due to new technologies, new products, changes in preferences, changes in regulation and other factors influencing market acceptance or market rejection. This market volatility and risk exists despite the best endeavours of market research, promotion, and sales and licensing campaigns. There is a risk that if the Technology is not accepted by the market or the Products are not utilised in the Company's proposed markets or continuing to be utilised in the existing markets that currently use the Technology, the Company will not be able to commercialise its products which could adversely impact the Company's operations.

Even if the Company does successfully commercialise the Technology, there is a risk the Company will not achieve a commercial return and will not be

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able to sell products and services to clients at a rate which covers its operating and capital costs.

(b) Competition and new technologies

The industry in which the Company is involved is subject to increasing domestic and global competition which is fast-paced and fast-changing. While the Company undertakes all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, whose activities or actions may positively or negatively affect the operating and financial performance of the Company's projects and business. For instance, new technologies could result in the Company's technology not being differentiated to other similar offerings.

The size and financial strength of some of the Company's competitors may make it difficult for it to maintain a competitive position in the technology market. In particular, the Company's ability to acquire additional technology interests could be adversely affected if it is unable to respond effectively and/or in a timely manner to the strategies and actions of competitors and potential competitors or the entry of new competitors into the market. This may in turn impede the financial condition and rate of growth of the Company.

The key competition risk is in achieving appreciable market share and differentiation from its key competitors.

(c)

Licensed intellectual property

The Company has licensed intellectual property for a fixed period of time and contingent on meeting specified milestones (as disclosed in the Company's prospectus dated 24 August 2016). There is no guarantee that existing license agreements will not be terminated and as a result, other competitors may gain access to the intellectual property used by the Company in developing the Technology or any know-how and/or information in relation to graphene production and applications. Breach of any licence agreements by the Company, or infringement of the licensed intellectual property by third parties, may have an adverse impact on the Company's ability to develop its technology.

(d)

Staff Risk

There is a risk that knowledge will be lost in the event that development staff who have knowledge of the technology and business resign or retire. This involves the risk that those staff will have information in respect of the Company's intellectual property which has a commercial value to the Company as well as an opportunity cost for replacement of those staff and subsequent training.

This risk is mitigated as the Company has historically had low levels of staff turnover in the development teams. In addition, all staff contracts contain express provisions with respect to ownership of intellectual property and restraints of trade to limit any potential loss suffered by the Company to the maximum extent possible. Furthermore, the Company has taken measures to mitigate this risk by expanding its research staff so that technological intellectual property is not converged into one person but is disbursed among several people within the Company.

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(e) Outsourcing

The Company outsources to consultants for expert advice and contracts organisations for some manufacturing, marketing and distribution services and there is no guarantee that such experts or organisations will be available as required or will meet expectations.

(f)

Patent application risk

The intellectual property licensed to the Company consists of pending patent applications (for further details see the Company's prospectus dated 24 August 2016 and ASX announcement dated 14 December 2017). There is no guarantee that these patent applications will be granted or that the Company will receive enforceable patent rights.

There is a risk that the Company will not be entitled to practice the inventions claimed in the patents and that the working of its patented invention may be prevented by another patent or patent application which has an earlier priority date to the patent applications licensed to the Company.

Even if the Company succeeds in obtaining patent protection for its products, its patents could be partially or wholly invalidated following challenges by third parties. The grant of a patent does not guarantee validity of that patent since it may be revoked on the grounds of invalidity at any time during its life. If none of the claims of a granted patent are valid, the patent is unenforceable.

(g) Protection of intellectual property rights

If the Company fails to protect its intellectual property rights adequately, competitors may gain access to its technology which may harm its business.

Securing rights to intellectual property, and in particular patents, is an integral part of securing potential product value from the development of information technology. Competition in retaining and sustaining protection of intellectual property and the complex nature of intellectual property can lead to expensive and lengthy patents disputes for which there can be no guaranteed outcome.

Legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain. Effective patent, trademark, copyright and trade secret protection may not be available to the Company in every country in which the technology may eventually be sold. Accordingly, despite its efforts, the Company may not be able to prevent third parties from infringing upon or misappropriating the intellectual property.

Market conditions depending, the Company may be required to incur significant expenses in monitoring and protecting future intellectual property rights. It may initiate or otherwise be involved in litigation against third parties for infringement, or to establish the validity, of its rights. Any litigation, whether or not it is successful, could result in significant expense to the Company and cause a distraction to management.

As the Company licenses its intellectual from third parties, there is an additional risk that these third parties will fail to keep the patents licensed

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to the Company valid, resulting in competitors being entitled to apply for patents in the same area.

In addition, unauthorised use of the "Dotz" brand in counterfeit products or services may not only result in potential revenue loss, but also have an adverse impact on its brand value and perceptions of its product qualities.

(h)

Currency Risk

The Company expects to derive a majority of its revenue from the United States, in US dollars. The Company will also be required to pay fees in the currency for the State of Israel (shekel). Accordingly, changes in the exchange rate between the US dollar and the Australian dollar or the Israeli shekel and the Australian dollar would be expected to have a direct effect on the performance of the Company.

2.2 General risks relating to the Company

(a) Additional Requirements for Capital

The capital requirements of the Company depend on numerous factors. Depending on the ability of the Company to generate income from its operations, the Company may require further financing in the future. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations.

(b) Reliance on Key Management

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and directors. There can be no assurance that there will be no detrimental impact on the performance of the Company or its growth potential if one or more of these employees cease their employment and suitable replacements are not identified and engaged in a timely manner.

(c) Trading Price of Shares

The Company's operating results, economic and financial prospects and other factors will affect the trading price of the Shares. In addition, the price of Shares is subject to varied and often unpredictable influences on the market for equities, including, but not limited to general economic conditions including the performance of the Australian dollar on world markets, inflation rates, foreign exchange rates and interest rates, variations in the general market for listed stocks in general, changes to government policy, legislation or regulation, industrial disputes, general operational and business risks and hedging or arbitrage trading activity that may develop involving the Shares.

In particular, the share prices for many companies have been and may in the future be highly volatile, which in many cases may reflect a diverse range of non-company specific influences such as global hostilities and tensions relating to certain unstable regions of the world, acts of terrorism and the general state of the global economy. No assurances can be made that the Company's market performance will not be adversely affected by any such market fluctuations or factors.

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(d) Litigation Risks

The Company is exposed to possible litigation risks including intellectual property claims, contractual disputes, occupational health and safety claims and employee claims. Further, the Company may be involved in disputes with other parties in the future which may result in litigation. Any such claim or dispute if proven, may impact adversely on the Company's operations, financial performance and financial position. As at the date of this Prospectus the Company is not involved in any litigation or disputes.

(e) Economic Risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company's activities, as well as on its ability to fund those activities.

Further, share market conditions may affect the value of the Company's Securities regardless of the Company's operating performance. Share market conditions are affected by many factors such as: general economic outlook; interest rates and inflation rates; currency fluctuations; changes in investor sentiment toward particular market sectors; the demand for, and supply of, capital; and terrorism or other hostilities.

(f) Force Majeure

The Company, now or in the future, may be adversely affected by risks outside the control of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, extreme weather conditions, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.

(g) Acquisitions

As part of its business strategy, the Company may make acquisitions of, or significant investments in, companies, products, technologies and/or products that are complementary to the Company's business. Any such future transactions are accompanied by the risks commonly encountered in making acquisitions of companies, products and technologies, such as integrating cultures and systems of operation, relocation of operations, short term strain on working capital requirements, achieving the sales and margins anticipated and retaining key staff and customer and supplier relationships.

2.3 Investment Speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by prospective investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Securities offered under this Prospectus. Therefore, the Securities carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Securities.

Eligible Participants should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for the Plan Options.

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3. Effect of the Offer

3.1 Capital structure on completion of the Offer

	Shares1	Unquoted	Performance
		Options2	Shares3
Balance at the date of this Prospectus	178,396,899	31,425,000	44,000,000
Plan Options to be issued under the Offer4	-	8,900,000	-
Shares to be issued on or about the Closing Date5	2,317,723	-	-
Balance after the Offer6	180,714,622	40,325,000	44,000,000

Notes:

1. Shares currently on issue include 60,949,872 Shares escrowed until 15 November 2018.

2. Unquoted Options currently on issue consist of:

3. (a) 4,500,000 unquoted Options exercisable at $0.40 each on or before 31 October 2019, escrowed until 15 November 2018;

4. (b) 1,000,000 unquoted Options exercisable at $0.30 each on or before 31 October 2019, escrowed until 15 November 2018;

5. (c) 5,000,000 unquoted Options exercisable at $0.20 each on or before 14 June 2020, escrowed until 15 November 2018;

6. (d) 10,000,000 unquoted Options exercisable at $0.20 each on or before 8 August 2019;

7. (e) 6,000,000 unquoted Options exercisable at $0.30 each on or before 5 February 2020;

8. (f) 1,000,000 unquoted Options with a nil exercise price exercisable on or before 1 November 2020;

9. (g) 1,000,000 unquoted Options with a nil exercise price exercisable on or before 20 April 2020;

10. (h) 212,500 unquoted Options exercisable at $0.105 each on or before 20 April 2020;

11. (i) 212,500 unquoted Options exercisable at $0.105 each on or before 20 April 2020, subject to vesting after 1 February 2019;

12. (j) 1,000,000 unquoted Options exercisable at $0.20 each on or before 20 April 2020; and

13. (k) 1,500,000 unquoted Options exercisable at $0.20 each on or before 1 August 2020.

14. Performance shares currently on issue include 39,911,934 performance shares escrowed until 15 November 2018. The terms and conditions of the performance shares are outlined in section 14.5 of the Company's prospectus dated 24 August 2016. The performance shares will convert into Shares upon satisfaction of the following milestones:

15. (a) 22,000,000 performance shares shall convert upon the Company achieving the production and distribution of an aggregate of 50 kilograms of Product in any 12 month period through formal off-take agreements with a reputable third party by 30 April 2019. Per the Company's announcement dated 26 July 2017, a 'reputable third party' in this milestone means those parties whose offtake arrangements result in A$6 million in revenue; and

16. (b) 22,000,000 performance shares shall convert upon the Company achieving the production and distribution of an aggregate of 100 kilograms of Product in any 12 month period through formal off-take agreements with a reputable third party by 31 October 2020. Per the Company's announcement dated 26 July 2017, a 'reputable third party' in this milestone means those parties whose offtake arrangements result in A$12 million in revenue.

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1. The Plan Options will be issued on the terms and conditions set out in Section 4.2.

2. The Company intends to shortly issue approximately 2.3 million Shares in lieu of cash for prior services provided to the Company by third parties unrelated to the Company.

3. The Company has also agreed to issue the following Securities:

4. (a) as announced on 1 May and 1 August 2018, the Company has agreed to issue to Gleneagle Securities (Aust) Pty Ltd (or its nominees) the following Securities as consideration for capital raising and corporate advisory services:

   • (i) 4,000,000 unquoted Options exercisable at $0.20 each and expiring 2 years from issue, within 5 days of the 30-day volume weighted average price of Shares achieving at least $0.30;

   • (ii) 2,000,000 unquoted Options exercisable at $0.40 each and expiring 2 years from issue, within 5 days of the 30-day volume weighted average price of Shares achieving at least $0.40; and

   • (iii) 1,500,000 unquoted Options exercisable at $0.20 each and expiring 2 years from issue, subject to Shareholder approval;

5. (b) a further 1,500,000 unquoted Options to former Director and Chief Executive Officer, Dr Moti Gross, subject to Shareholder approval; and

6. (c) further Securities to Directors as set out in Section 4.11, subject to Shareholder approval.

3.2 Financial effect of the Offer

There will be no proceeds of the Offer as the Plan Options are being offered for nil cash consideration. The expenses of the Offer will be met from the Company's existing cash reserves. The Offer will have an effect on the Company's financial position of reducing the cash balance by approximately $9,206. Please refer to Section 4.15 for further details on the estimated expenses of the Offer.

3.3 Effect of the Offer on control of the Company

The Company is of the view that the Offer will not affect the control (as defined by section 50AA of the Corporations Act) of the Company. No new investor or existing Shareholder will have a voting power greater than 20% as a result of the completion of the Offer.

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4. Additional information

4.1 Rights and liabilities attaching to Shares

A summary of the rights attaching to Shares in the Company is below. This summary is qualified by the full terms of the Constitution (a full copy of the Constitution is available from the Company on request free of charge) and does not purport to be exhaustive or to constitute a definitive statement of the rights and liabilities of Shareholders. These rights and liabilities can involve complex questions of law arising from an interaction of the Constitution with statutory and common law requirements. For a Shareholder to obtain a definitive assessment of the rights and liabilities which attach to Shares in any specific circumstances, the Shareholder should seek legal advice.

(a) General Meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company. Shareholders may requisition meetings in accordance with section 249D of the Corporations Act and the Constitution.

(b) Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders:

• (i) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;

• (ii) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and

• (iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder will, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid Shares will have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder's name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

(c)

Dividend Rights

Subject to the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend which will be payable on all Shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares.

The Directors may from time to time pay to the Shareholders any interim dividends as they may determine. No dividend will carry interest as against the Company.

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Subject to the Listing Rules and the Corporations Act, the Company may, by resolution of the Directors, implement a dividend reinvestment plan on such terms and conditions as the Directors think fit, under which participants may elect in respect of all or part of their Shares to receive a dividend or to forego a dividend from the Company and receive some other form of distribution or entitlement (including securities) from the Company or another body corporate or a trust.

(d)

Winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, divide among the shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

The liquidator may vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other securities in respect of which there is any liability.

(e) Shareholder Liability

As the Shares on issue are fully paid shares, they are not subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

(f) Transfer of Shares

Generally, Shares are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act or the ASX Listing Rules.

(g) Variation of Rights

Pursuant to section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to Shares.

If at any time the share capital is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the consent in writing of the holders of three-quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

(h)

Alteration of Constitution

The Constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

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4.2 Terms and conditions of the Plan Options

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise.

• (b) Plan and consideration

The Options will be granted under the Incentive Option Plan for nil cash consideration. In the event of any inconsistency between the Incentive Option Plan and these terms and conditions, these terms and conditions will apply to the extent of the inconsistency.

(c) Exercise Price

The exercise price of each Option ( Exercise Price ) is nil ($0.00).

(d)

Expiry Dates

Subject to the Incentive Option Plan and these terms and conditions, the Options will expire on the earlier to occur of the Options lapsing and being forfeited under the Incentive Option Plan or these terms and conditions and 5:00pm (AEST) on:

• (i) 1 October 2021 in relation to 3,700,000 Options ( Tranche 1 Options );

• (ii) 1 October 2021 in relation to 3,200,000 Options ( Tranche 2 Options ); and

• (iii) 1 October 2022 in relation to 2,000,000 Options ( Tranche 3 Options ),

(each of the above dates being an Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(e) Vesting and Vesting Dates

Subject to these terms and conditions:

• (i) the Tranche 2 Options will vest on the date which is 12 months from the date of issue provided that the Option holder is an employee or consultant of the Company at all times during the period ending on the Vesting Date; and

• (ii) the Tranche 3 Options will vest upon the Company achieving revenue of US$1,000,000 or more for the financial year ending 31 December 2019,

(each of the above dates being a Vesting Date ).

For the avoidance of doubt, the Tranche 1 Options are not subject to any vesting conditions.

(f)

Exercise Period

Each vested Option is exercisable at any time and from time to time on and prior to the Expiry Date ( Exercise Period ).

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(g) Exercise of Options

Subject to these terms and conditions and the Incentive Option Plan, an Option holder may exercise their Options by lodging with the Company a written notice of exercise of Options (in the form set out in the Incentive Option Plan) specifying the number of Options being exercised ( Exercise Notice ). The Option holder may only exercise Options in multiples of 100,000 Options unless the Option holder exercises all Options held by the Option holder.

(h) Issue of Shares

Subject to the Corporations Act, the Listing Rules, the Incentive Option Plan and these terms and conditions, within 10 Business Days of delivery of an Exercise Notice, the Company will issue the Shares pursuant to the exercise of the Options together with any additional Shares an entitlement to which has arisen under the Incentive Option Plan in consequence of the exercise of the Options.

(i) Quotation

• (i) The Company will not apply for quotation of the Options on the ASX.

• (ii) If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options in accordance with the Listing Rules.

(j) Ranking of Shares

All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.

(k) Transfer

The Options are only transferrable in special circumstances as set out in the Incentive Option Plan.

(l) Dividend and voting rights

The Options do not confer on the holder an entitlement to vote at general meetings of the Company or to receive dividends.

(m) Participation rights

• (i) There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

• (ii) An Option does not confer the right to a change in Exercise Price or in the number of underlying Shares over which the Option can be exercised.

• (iii) The Company will ensure that, for the purposes of determining entitlements to any such issue, the record date will be the minimum period required by the Listing Rules after the issue is announced. This will give Option holders the opportunity to exercise their

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Options prior to the date for determining entitlements to participate in any such issue.

(n) Adjustments for reorganisation

If at any time the capital of the Company is reorganised (including consolidation, subdivision, reduction or return), the terms of the Options will be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reorganisation. Whenever the number of Shares to be issued on exercise of an Option or the Exercise Price is adjusted pursuant to these terms and conditions, the Company will give notice of the adjustment to the Option holder and ASX together with calculations on which the adjustment is based.

(o) Israeli Participant

The Options granted to participants who are residents of the Israel or those who are deemed to be residents of Israel for tax purposes shall be subject to the terms and provisions set out in the Israeli Sub-Plan to the Incentive Option Plan.

4.3 Company is a disclosing entity

The Company is a disclosing entity under the Corporations Act. It is subject to regular reporting and disclosure obligations under both the Corporations Act and the Listing Rules. These obligations require the Company to notify ASX of information about specific events and matters as they arise for the purpose of ASX making the information available to the stock market conducted by ASX. In particular, the Company has an obligation under the Listing Rules (subject to certain limited exceptions), to notify ASX once it is, or becomes aware of information concerning the Company which a reasonable person would expect to have a material effect on the price or value of Shares.

The Company is also required to prepare and lodge with the ASIC yearly and halfyearly financial statements, accompanied by a Directors' statement and report and an audit review or report. Copies of documents lodged with the ASIC in relation to the Company may be obtained from, or inspected at, an ASIC office (see Section 4.4 below).

4.4 Copies of documents

Copies of documents lodged by the Company in connection with its reporting and disclosure obligations may be obtained from, or inspected at, an office of the ASIC. The Company will provide free of charge to any person who requests it during the period of the Offer, a copy of:

• (a) the Annual Report for the period ending 31 December 2017 as lodged with ASX on 29 March 2018;

• (b) the Half Yearly Report for the period ending 30 June 2018 as lodged with ASX on 29 August 2018; and

• (c) the continuous disclosure notices given by the Company to notify ASX of information relating to the Company since the Company lodged its Annual Report and before the date of issue of this Prospectus which are as follows:

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Date Lodged	Subject of Announcement
1/11/2018	Release of Securities from Escrow - Amended
31/10/2018	Quarterly CEO Update & Appendix 4C Cashflow Report
16/10/2018	Release of Securities from Escrow
13/09/2018	Change in substantial holding
29/08/2018	Appendix 4D & Half-Year Financial Statements
15/08/2018	Appendix 3B
15/08/2018	Cleansing Prospectus
14/08/2018	Terms of Agreement with CEO
10/08/2018	Terms of Agreement with Chairman
3/08/2018	Change in substantial holding x 2
1/08/2018	Cleansing Notice and Appendix 3B
31/07/2018	Quarterly CEO Update & Appendix 4C Cashflow Report
23/07/2018	Dotz Completes Capital Raising of $2.5m
19/07/2018	Trading Halt
11/07/2018	Successful Trial-Run for the Tobacco Industry in China
9/07/2018	Dotz CEO Update
29/06/2018	Cleansing Notice
29/06/2018	Appendix 3B
28/06/2018	Dotz and Monash University will Partner in R&D
26/06/2018	Successful Field Trial of Dotz Fluorensic for Fracking
31/05/2018	Results of Annual General Meeting - 31 May 2018
31/05/2018	Presentation by CEO at the AGM - 31 May 2018
31/05/2018	Chairman's Address to Shareholders
25/05/2018	Change of Director's Interest Notice - Ashley Krongold
25/05/2018	Final Director's Interest Notice - Moti Gross
24/05/2018	Dotz CEO Update
23/05/2018	Market release - reinstatement to quotation

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Date Lodged	Subject of Announcement
23/05/2018	Appendix 3B
23/05/2018	Performance Shares
23/05/2018	Response to ASX Query
21/05/2018	Suspension from Official Quotation
18/05/2018	Dotz Announces Appointment of New CEO
16/05/2018	Dotz Achieves IPO Performance Milestone
14/05/2018	Share and Option Issue including Appendix 3B
11/05/2018	Addendum to Notice of General Meeting
1/05/2018	Change of Corporate Advisor
1/05/2018	Sale of Validotz to US Industrial Sector
30/04/2018	Quarterly Activities & Appendix 4C Cashflow Report
30/04/2018	Notice of Annual General Meeting/Proxy Form
4/04/2018	Appendix 4G - Corporate Governance
3/04/2018	CEO Letter to Shareholders
3/04/2018	Initial Director's Interest Notice - Volker Mirgel
3/04/2018	Board Changes
29/03/2018	Full Year Statutory Accounts - December 2017

The following documents are available for inspection throughout the period of the Offer during normal business hours at the registered office of the Company:

• (a) this Prospectus;

• (b) the Constitution; and

• (c) the consents referred to in Section 4.16 and the consents provided by the Directors to the issue of this Prospectus.

4.5 Information excluded from continuous disclosure notices

There is no information which has been excluded from a continuous disclosure notice in accordance with the Listing Rules and which is required to be set out in this Prospectus.

4.6 Determination by ASIC

ASIC has not made a determination which would prevent the Company from relying on section 713 of the Corporations Act in issuing Securities under this Prospectus.

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4.7 Market price of Shares

The highest and lowest closing market sale prices of the Shares on ASX during the 3 months immediately preceding the date of lodgement of this Prospectus with ASIC and the respective dates of those sales were:

Highest: $0.10 per Share on 14 August 2018 Lowest: $0.07 per Share on 14 October 2018

The latest available closing market sale price of the Shares on ASX prior to the date of lodgement of this Prospectus with ASIC was $0.092 per Share on 31 October 2018.

4.8 Dividend policy

The Directors are not able to say when and if dividends will be paid in the future as the payment of any dividends will depend on the future profitability, financial position and cash requirements of the Company.

4.9 Substantial Shareholders

Based on available information as at the date of this Prospectus, those persons which (together with their associates) have a relevant interest in 5% or more of the Shares on issue are set out below:

Substantial Shareholder	Shares	Voting power
102 Capital Management	13,276,611	7.44%
102 Capital Management	11,988,809	6.72%

4.10 Directors' interests

Except as disclosed in this Prospectus, no Director and no firm in which a Director or proposed director is a partner:

• (a) has any interest nor has had any interest in the last two years prior to the date of this Prospectus in the formation or promotion of the Company, the Securities offered under this Prospectus or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Securities offered under this Prospectus; or

• (b) has been paid or given or will be paid or given any amount or benefit to induce him or her to become, or to qualify as, a Director, or otherwise for services rendered by him or her in connection with the formation or promotion of the Company or the Securities offered under this Prospectus.

4.11

Directors' interests in Company Securities

The Directors have the following relevant interests in the Securities as at the date of this Prospectus:

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Directors	Shares	Voting power	Unquoted Options	Performance Shares
Uzi Breier1	-	-	-	-
Dr Volker Mirgel2	-	-	-	-
Ashley Krongold3	1,884,838	1.06%	-	1,089,892
John Bullwinkel	-	-	-	-
Steve Bajic4	100,000	0.06%	-	-

Notes:

1. As announced on 14 August 2018, the Company has agreed to issue Mr Breier (or his nominees), at the Board's discretion and subject to prior Shareholder approval (if applicable):

2. (a) 1,000,000 Shares on 31 December 2019 as a retention bonus, provided Mr Breier is still engaged by the Company at that time;

3. (b) 1,500,000 Shares subject to a 12 month voluntary holding lock from the date of issue;

4. (c) 2,000,000 unquoted Options exercisable at $0.13 each and expiring 5 years from issue; and

5. (d) 500,000 unquoted Options exercisable at $0.10 each and expiring 5 years from issue, upon Dotz Nano Ltd. (the Company's Israeli subsidiary) achieving earnings before interest, tax, depreciation and amortisation of US$500,000 or more for the financial year ending 31 December 2019.

6. As announced on 10 August 2018, the Company has agreed to issue Dr Mirgel (or his nominees) 1,000,000 unquoted Options exercisable at $0.13 each and expiring 5 years from issue, subject to Shareholder approval.

7. Mr Krongold has an indirect interest in the above Shares (9,806 of which are escrowed until 15 November 2018) and performance shares (escrowed until 15 November 2018) through Marlion Superannuation Pty Ltd, of which he is a director and beneficiary.

8. Mr Bajic has an indirect interest in Shares through Crystalmount Limited, of which he is the sole director and beneficiary.

4.12 Remuneration of Directors

The Constitution provides that the non-executive Directors may be paid for their services as Directors a sum not exceeding such fixed sum per annum as may be determined by the Shareholders in general meetings, to be divided among the Directors as the Directors shall determine, and in default of agreement then in equal shares. The maximum aggregate amount of fees payable to Directors is currently set at $500,000 per annum. The remuneration of the executive Directors must, subject to the provisions of any contract between each of them and the Company, be fixed by the Directors.

A Director may also be paid fees or other amounts as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.

The Directors have received the following remuneration (comprised solely of short term salary, fees and commissions) for the financial year ended 31 December 2017:

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Directors	31 December 2017 (US$)
Uzi Breier1	-
Dr Volker Mirgel2	-
John Bullwinkel3	-
Ashley Krongold	38,332
Steve Bajic	38,332
Moti Gross4	282,461
Menashe Baruch5	36,875
Faldi Ismail6	91,997
Antony Sormann7	-

Notes:

1. Mr Breier was appointed as a Director on 21 March 2018. As announced on 14 August 2018, the Company's Israeli subsidiary, Dotz Nano Ltd., has entered into an executive consultancy agreement pursuant to which Mr Breier will be paid US$240,000 per annum plus value added tax (although this amount was temporarily reduced while there were cost-cutting measures in place) for services provided as Executive Director and Chief Executive Officer. At the discretion of the Board, Mr Breier may also be issued various Securities as set out in Section 4.11, subject to Shareholder approval, and may earn US$310,000 or more in cash bonuses upon the achievement of certain milestones linked to signing of binding sales agreement and achievement of targeted earnings before interest, tax, depreciation and amortisation for the 2019 and 2020 financial years.

2. Dr Mirgel was appointed as a Director on 3 April 2018. As announced on 10 August 2018, the Company has agreed to pay Dr Mirgel US$100,000 per annum (inclusive of superannuation) and, subject to Shareholder approval, issue Dr Mirgel (or his nominees) 1,000,000 unquoted Options exercisable at $0.13 each and expiring 5 years from issue, in consideration of services provided to the Company as Non-Executive Chairman.

3. Mr Bullwinkel was appointed as a Director on 21 March 2018. On and from that date, the Company has agreed to pay Mr Bullwinkel a director fee of $50,000 per annum (inclusive of superannuation) for services provided to the Company as Non-Executive Director.

4. Mr Gross resigned as a Director on 17 May 2018.

5. Mr Baruch resigned as a Director on 21 March 2018.

6. Mr Ismail resigned as a Director on 31 January 2018.

7. Mr Antony Sormann was appointed as a Director on 31 January 2018 and resigned on 21 March 2018. Mr Sormann was entitled to director's fees of $50,000 per annum (inclusive of superannuation).

No expenses were recognised for share based payments in 2017 and no amounts have been recognised for long service leave.

4.13 Related party transactions

There are no related party transactions involved in the Offer that are not otherwise described in the Prospectus.

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4.14 Interests of other persons

Except as disclosed in this Prospectus, no expert, promoter or other person named in this Prospectus as performing a function in a professional, advisory or other capacity:

• (a) has any interest nor has had any interest in the last two years prior to the date of this Prospectus in the formation or promotion of the Company, the Offer or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or

• (b) has been paid or given or will be paid or given any amount or benefit in connection with the formation or promotion of the Company or the Offer.

Bellanhouse will be paid approximately $6,000 (plus GST) in fees for legal services in connection with the Offer.

4.15 Expenses of Offer

Estimated expenses of the Offer	A$
ASIC lodgement fee	3,206
Legal and preparation expenses	6,000
TOTAL	9,206

4.16 Consents

Chapter 6D of the Corporations Act imposes a liability regime on the Company (as the offeror of Securities under this Prospectus), the Directors, any persons named in the Prospectus with their consent having made a statement in the Prospectus and persons involved in a contravention in relation to the Prospectus, with regard to misleading and deceptive statements made in the Prospectus. Although the Company bears primary responsibility for the Prospectus, the other parties involved in the preparation of the Prospectus can also be responsible for certain statements made in it.

Each of the parties referred to in this Section:

• (a) has not authorised or caused the issue of this Prospectus or the making of the Offer;

• (b) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section; and

• (c) in light of the above, only to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section.

Bellanhouse has given its written consent to being named as the solicitors to the Company in this Prospectus. Bellanhouse has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

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5. Authorisation

This Prospectus is authorised by each of the Directors of the Company.

This Prospectus is signed for and on behalf of Company by:

==> picture [114 x 71] intentionally omitted <==

_______ Ian Pamensky Company Secretary Dotz Nano Limited

Dated: 1 November 2018

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6. Glossary of Terms

These definitions are provided to assist persons in understanding some of the expressions used in this Prospectus.

$ means Australian dollars.

AEST means Australian Eastern Standard Time, being the time in Sydney, New South Wales.

Annual Report has the meaning given in Section 1.11.

Applicant means a person who submits an Application Form.

Application means a valid application for Plan Options made on an Application Form.

Application Form means the Application Form provided by the Company with a copy of this Prospectus and the Incentive Option Plan.

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited ACN 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited.

Board means the Directors meeting as a board.

Closing Date has the meaning given in Section 1.3.

Company means Dotz Nano Limited ACN 125 264 575.

Constitution means the constitution of the Company as at the date of this Prospectus.

Corporations Act means Corporations Act 2001 (Cth).

Directors mean the directors of the Company as at the date of this Prospectus.

Eligible Participant means any full time or part time employee, director or consultant of the Company who is declared by the Board to be eligible to receive grants of Plan Options.

Listing Rules means the official listing rules of ASX and any other rules of ASX which are applicable while any Shares are admitted to the official list of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.

Offer means the offer of Plan Options under this Prospectus detailed in Section 1.1.

Option means an option to acquire a Share.

Plan means the Company's Incentive Option Plan adopted by Shareholders at the annual general meeting held on 2 September 2016.

Plan Option means the Options to be issued to Eligible Participants under the Offer on the terms and conditions in Section 4.2.

Prospectus means this prospectus dated 1 November 2018.

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Section means a section of this Prospectus.

Securities means any securities, including Shares, Options or performance shares, issued or granted by the Company.

Shareholder means a holder of Shares.

Shares means ordinary fully paid shares in the capital of the Company.

US$ means United States dollars.

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