DOTZ NANO LIMITED — Capital/Financing Update 2019

Sep 11, 2019

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Dotz Nano Limited (ASX: DTZ)

ABN

71 125 264 575

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	a) Ordinary Shares b) Ordinary Shares c) Unquoted Options - CANCELLED d) Ordinary Shares e) Unquoted Options f) Ordinary Shares
	a) 300,000 b) 695,000 c) 1,465,000 - CANCELLED d) 1,000,000 e) 10,000,000 f) 100

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) 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	a) Fully Paid Ordinary Shares - Subject to a voluntary holding lock until the earlier of 12 months from 19 August 2019 and the lodgement of a Cleansing Prospectus by the Company. b) Exercise of Unquoted Employee Options. (695,000 at $0.00 – Expire 01/10/2021) - Fully Paid Ordinary Shares c) Unquoted Employee Options - CANCELLED d) Fully Paid Ordinary Shares e) Unquoted Options exercisable at $0.10 and expire 11 September 2021 f) Fully Paid Ordinary Shares
	a) Yes - Subject to a voluntary holding lock until the earlier of 12 months from 19 August 2019 and the lodgement of a Cleansing Prospectus by the Company. b) Yes - Fully Paid Ordinary Shares c) Unquoted Employee Options - CANCELLED d) Yes - Fully Paid Ordinary Shares e) Unquoted Options exercisable at $0.10 and expire 11 September 2021. Fully Paid Ordinary Shares issued on exercise of the unquoted options will rank equally with existing fully paid Ordinary Shares. f) Yes (once issued) - Fully Paid Ordinary Shares
	a) Nil b) Nil (695,000 at $0.00 – Expire 01/10/2021) c) Unquoted Employee Options - CANCELLED d) Nil - Lead Manager Shares Issued as per the EverBlu Capital Pty Ltd mandate agreement e) Nil – Lead Manager Options Issued as per the EverBlu Capital Pty Ltd mandate agreement f) $0.05
	a) Issue of fully paid ordinary shares in lieu of cash for prior services provided to the Company by a third party unrelated to the Company. b) Exercise of Unquoted Employee Options under the Dotz Employee Option Plan c) Unquoted Employee Options after employee left the Company before the vesting date - CANCELLED d) Fully Paid Ordinary Shares issued to EverBlu as per the terms of their mandate agreement* - Lead Manager Shares.

• See chapter 19 for defined terms.

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• e) Unquoted Options to acquire fully paid Ordinary Shares exercisable at $0.10 and expire 11 September 2021. Unquoted Options issued to EverBlu as per the terms of their mandate agreement* - Lead Manager Options.

• f) Cleansing Offer per Prospectus dated 12 September 2019 (To be issued by ~10 December 2019)

* Issued as part consideration for ongoing corporate advisory services and lead management services provided in connection with the Completed Placement announced on 23 July 2019.

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 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)	Yes
	31 May 2019
	a) 300,000 b) Nil c) N/A d) Nil e) Nil f) 100 Fully Paid Ordinary Shares (Cleansing Offer)
	a) Nil b) Nil c) N/A d) Nil e) Nil f) Nil
	a) Nil b) Nil c) N/A d) 1,000,000 e) 10,000,000 f) Nil * Meeting held on 11September 2019

6f Number of+securities issued under an exception in rule 7.2 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. 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 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 +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. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	a) Nil b) N/A c) N/A – 1,465,000 Unquoted Employee Options CANCELLED d) Nil e) Nil f) Nil	a) Nil b) N/A c) N/A – 1,465,000 Unquoted Employee Options CANCELLED d) Nil e) Nil f) Nil
	a) N/A b) N/A c) N/A d) N/A e) N/A f) N/A
	a) N/A b) N/A c) N/A d) N/A e) N/A f) N/A
	SeeAnnexure 1
	a) 12 September 2019 b) 12 September 2019 c) 12 September 2019 - CANCELLED d) 12 September 2019 e) 12 September 2019 f) To be issued on or before ~10 December 2019
	Number	+Class
	236,289,171 1,500,000 Shares subject to voluntary holding lock until 15 February 2020.	Fully paid ordinary shares

Number +Class 9 Number and +class of all 22,000,000 Performance shares +securities not quoted on ASX ( including the +securities in 4,500,000 Options expiring 31/10/19, exercise price $0.40 each, section 2 if applicable) escrowed until 15/11/18

• See chapter 19 for defined terms.

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1,000,000 5,000,000 10,000,000 6,000,000 1,000,000 1,000,000 212,500 212,500 1,000,000 1,500,000 2,240,000 2,500,000 2,000,000 2,666,659 2,000,000

Options expiring 31/10/19, exercise price $0.30 each Options expiring 14/6/20, exercise price $0.20 each, Options expiring 8/8/19, exercise price $0.20 Options expiring 5/2/20, exercise price $0.30 Options expiring 1/11/20, exercise price $Nil Options expiring 20/04/20, exercise price $Nil Options expiring 20/04/20, exercise price $0.105 Options expiring 20/04/20, exercise price $0.105. Vesting after 1 February 2019 Options expiring 20/04/20, exercise price $0.20 Options expiring 1/08/20, exercise price $0.20 Options expiring 1/10/21, exercise price $0.00. Options expiring 1/10/21, exercise price $0.00. Vesting 27/11/19 provided that the Option holder is an employee or consultant of the Company at all times during the period ending on the Vesting Date Options expiring 1/10/22, exercise price $0.00. Vesting upon the Company achieving revenue of US$1,000,000 or more for the financial year ending 31 December 2019 Unquoted options exercisable at $0.12 and expire on 30/06/2020 Unquoted Options exercisable at $0.13 each and expire on 15/02/2024,

1,000,000 1,000,000 12,500,005 5,000,000 8,064,526 210,000 10,000,000

Options lapse if Option holder ceases employment Unquoted Options exercisable at $0.13 each and expire on 15/02/2024, Options lapse if Option holder ceases to be an officeholder Unquoted Options exercisable at $0.00 expiring 15/02/23. Vesting 09/12/19 provided that the Option holder is an employee or consultant of the Company at all times during the period ending on the Vesting Date Unquoted options exercisable at $0.085 and expire on 7 May 2021 Unquoted options exercisable at $0.10 and expire on 19 June 2021 Unquoted options exercisable at $0.09 and expire on 29 July 2021 Unquoted Options exercisable at $0.00 expiring 22/08/24. Vesting - 70,000 Options (33.33%) shall vest on the date which is 12 months from the date of issue provided that you are an employee of the Company at all times during the period ending on that date, and the remaining 140,000 Options (66.67%) shall vest in Eight (8) consecutive equal instalments upon the lapse of each three-month period thereafter, provided that you are an employee of the Company at all times during the period. Unquoted Options exercisable at $0.10 and expire 11 September 2021

• See chapter 19 for defined terms.

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10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests) Part 2 - Pro rata issue

11	Is security holder approval
	required?
12	Is the issue renounceable or non-
	renounceable?
13	Ratio in which the+securities will
	be offered
14	+Class of+securities to which the
	offer relates
15	+Record date to determine
	entitlements
16	Will holdings on different
	registers (or subregisters) be
	aggregated for calculating
	entitlements?
17	Policy for deciding entitlements
	in relation to fractions
18	Names of countries in which the
	entity has security holders who
	will not be sent new offer
	documents
	Note: Security holders must be told how their
	entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of
	acceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee
	or commission
22	Names of any brokers to the issue

23	Fee or commission payable to the
	broker to the issue
24	Amount of any handling fee
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of security holders
25	If the issue is contingent on
	security holders’ approval, the
	date of the meeting
26	Date entitlement and acceptance
	form and offer documents will be
	sent to persons entitled
27	If the entity has issued options,
	and the terms entitle option
	holders to participate on exercise,
	the date on which notices will be
	sent to option holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do security holders sell their
	entitlements_in full_through a
	broker?
31	How do security holders sell_part_
	of their entitlements through a
	broker and accept for the
	balance?
32	How do security holders dispose
	of their entitlements (except by
	sale through a broker)?
33	+Issue date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• See chapter 19 for defined terms.

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• 34 Type of[+] securities

• ( tick one )

• (a) +Securities described in Part 1 – Shares only

(b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

• 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of[+] securities for which +quotation is sought 39 +Class of +securities for which quotation is sought 40 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 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security)

Number +Class 42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................ Date: 12 Sept 2019 (Company secretary)

Print name: Ian Pamensky ........................................................ == == == == ==

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

art 1	art 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue	178,396,899
Addthe following: • Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid+ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid+ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	9,791,632 issued 13/02/2019 and approved at shareholder meeting held on 08/02/2019 1,500,000, issued 13/02/2019 and approved at shareholder meeting held on 08/02/2019 875,000 issued 19/02/2019 and approved at shareholder meeting held on 08/02/2019 2,317,723 issued 02/11/2018 and approved at shareholder meeting held on 10/04/2019 19,750,000 issued 7/05/19 and approved at shareholder meeting held on 10/04/2019 5,250,000 issued 8/05/19 and approved at shareholder meeting held on 10/04/2019 283,672 issued 7/05/19 and approved at shareholder meeting held on 31/05/2019 16,129,045 issued 27/07/19 and approved at shareholder meeting held on 11/09/2019 1,000,000 to be issued 12/09/19 and approved at shareholder meeting held on 11/09/2019
Subtractthe number of fully paid +ordinary securities cancelled during that 12 month period	-
“A”	235,293,971

Step 2: Calculate 15% of “A”

• See chapter 19 for defined terms.

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“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 35,294,096 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used Insert number of[+] equity securities issued 100 Shares issued 08/05/19 or agreed to be issued in that 12 month 100 Shares issued 29/07/19 period not counting those issued: 300,000 Shares issued 19/08/2019 • Under an exception in rule 7.2 100 Shares to be issued on or before ~10 • Under rule 7.1A December 2019 regarding a Cleanisng • With security holder approval under Prospectus lodged with the ASX on 12 rule 7.1 or rule 7.4 September 2019 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items “C” 300,300

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

placement capacity under rule 7.1
“A” x 0.15	35,294,096
Note: number must be same as shown in
Step 2
Subtract“C”	300,300
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	34,993,796
	[Note: this is the remaining placement capacity
	under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 13

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

art 2	art 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	235,293,971
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	23,529,397
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	0
“E”	0
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	23,529,397
Subtract“E” Note: number must be same as shown in Step 3	0
Total[“A” x 0.10] – “E”	23,529,397 [Note: this is the remaining placement capacity under rule 7.1A]

• See chapter 19 for defined terms.

Appendix 3B Page 14

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