DOTZ NANO LIMITED — Capital/Financing Update 2019

Jul 28, 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 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)	a) Ordinary Shares b) Unquoted Options c) Ordinary Shares
	a) 16,129,045 b) 8,064,526 c) 100
	a) Ordinary Shares; b) Unquoted Options exercisable at $0.09 each on or before 29 July 2021; and c) Ordinary Shares.

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) 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	a) Yes; b) No. Any Ordinary Shares issued upon exercise of the Options will rank equally with the existing Ordinary Shares currently on issue; and c) Yes.
	a) $0.062 b) Nil c) $0.062
	a) Share Placement; b) Unquoted Options to acquire fully paid ordinary shares, exercisable at $0.09 each and expiring 2 years after the date of issue; and c) Cleansing Offer per prospectus dated 29 July 2019.
	Yes
	31 May 2019
	a) 16,129,045 b) 8,064,526 Unquoted Options (attaching to Placement) c) 100 Shares (Cleansing Offer)
	Nil

• See chapter 19 for defined terms.

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6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 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) 9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Nil
	Nil
	N/A
	N/A
	SeeAnnexure 1
	29 July 2019
	Number	+Class
	234,294,171 1,500,000 Shares subject to voluntary holding lock until 15 February 2020	Fully paid ordinary shares
	Number	+Class
	22,000,000 4,500,000	Performance shares Options expiring 31/10/19, exercise price $0.40 each, escrowed until 15/11/18

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 3,700,000 3,200,000 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,

• See chapter 19 for defined terms.

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

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

• 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 nonrenounceable?

• 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

• See chapter 19 for defined terms.

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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

• 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

• See chapter 19 for defined terms.

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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)

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: 29 July 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	150,619,021
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	775,000 issued 29/06/2018 and approved at shareholder meeting held on 31/05/2018 12,715,876 issued 01/08/2018 and approved at shareholder meeting held on 08/02/2019 15,061,902, issued 01/08/2018 and approved at shareholder meeting held on 08/02/2019 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
Subtractthe number of fully paid +ordinary securities cancelled during that 12 month period	-
“A”	218,164,826

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 32,724,724

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 15/08/18 or agreed to be issued in that 12 month 100 Shares issued 08/05/19 period not counting those issued: 100 Shares issued 29/07/19 • Under an exception in rule 7.2 16,129,045 Shares Issued 29/07/2019 • Under rule 7.1A 8,064,526 unquoted options (attaching to • With security holder approval under Placement shares) issued 29/07/19 rule 7.1 or rule 7.4 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” 24,193,871

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

“A” x 0.15 32,724,724 Note: number must be same as shown in Step 2 Subtract “C” 24,193,871 Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 8,530,853 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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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

“A” Note: number must be same as shown in Step 1 of Part 1

218,164,826

Step 2: Calculate 10% of “A”

“D”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 21,816,483

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

Insert number of[+] equity securities issued or agreed to 0 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

“E” 0

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

“A” x 0.10 218,164,826 Note: number must be same as shown in Step 2 Subtract “E” 0 Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” 21,816,483 [Note: this is the remaining placement capacity under rule 7.1A]

• See chapter 19 for defined terms.

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