DOTZ NANO LIMITED — Capital/Financing Update 2021

May 4, 2021

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Dotz Nano Limited ACN 125 264 575

Cleansing Prospectus

This Prospectus is being issued for an offer of 100 Shares at an issue price of $0.36 per Share.

This Prospectus has been prepared for the purposes of section 708A(11) of the Corporations Act, to remove trading restrictions on Shares issued prior to the Closing Date.

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 Shares offered in connection with this Prospectus are of a speculative nature.

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Table of contents

of contents	of contents
Important Information		3
Corporate Directory		4
Indicative Timetable		5
1.	Details of the Offer	6
2.	Risk factors	14
3.	Effect of the Offer	21
4.	Additional information	25
5.	Authorisation	33
6.	Glossary of Terms	34

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Important Information

This Prospectus is dated 5 May 2021 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 Shares 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). The Company will apply for Official Quotation by ASX of the Shares offered by 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 4.3). The Offer is only available to those who are personally invited to accept the Offer. Applications for Shares under the Offer can only be submitted on an original Application Form which accompanies this Prospectus.

Potential investors should be aware that subscribing for Shares 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.

These risks, together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Shares in the future. Accordingly, an investment in the Company should be considered highly speculative. Investors should consider consulting their professional advisers before deciding whether to apply for Shares 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 Shares 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 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 6. 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.

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Corporate Directory

Directors

Bernie Brookes AM Doron Eldar James Cotton Ian Pamensky

Chairman & Interim CEO Non-Executive Director Non-Executive Director Non-Executive Director

Company Secretary

Ian Pamensky

Registered Office

Level 14 330 Collins Street MELBOURNE VIC 3000

Phone: +61 414 864 746 Email: ian@cfo2grow.com.au Website: www.dotz.tech

Share Registry*

Automic Registry Services Level 5, 126 Phillip Street Sydney NSW 2000 Tel (within Australia): 1300 288 664 Tel (outside Australia): +61 2 9698 5414

Lawyers

HWL Ebsworth Lawyers Level 20, 240 St Georges Terrace Perth WA 6000

ASX Code: DTZ

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

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Indicative Timetable

Event	Date
Lodgement of Prospectus with ASIC and ASX	5 May 2021
Lodgement of Appendix 3B with ASX	5 May 2021
Opening Date of Offer	5 May 2021
Closing Date of Offer	10 May 2021

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.

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1. Details of the Offer

1.1

Summary of the Offer

The Company is offering, pursuant to this Prospectus, 100 Shares at an issue price of $0.36 each to raise $36 (before costs) ( Offer ).

The Offer will only be extended to specific parties unrelated to the Company on invitation of the Directors. An Application Form will only be provided by the Company to these parties, together with a copy of this Prospectus.

Shares issued under the Offer will be issued as fully paid ordinary shares and will rank equally in all respects with the existing Shares on issue. Refer to Section 4.1 for a summary of the rights and liabilities attaching to the Shares under the Offer.

1.2

Purpose of the Offer

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.

The Corporations Act provides an exception to section 707(3) where an entity issues a 'cleansing' notice under section 708A(5) within 5 days of the date of issue of the securities. Section 708A(11) of the Corporations Act provides another exemption from the general requirement under section 707(3) where:

• (a) the relevant securities are in a class of securities of the company that are already quoted on ASX;

• (b) a prospectus is lodged with ASIC either:

• (i) on or after the day on which the relevant securities were issued but before the day on which the sale offer is made; or

• (ii) before the day on which the relevant securities are issued and offers of securities that have been made under the prospectus are still open for acceptance on the day on which the relevant securities were issued;

• (c) the prospectus is for an offer of securities issued by the company that are in the same class of securities as the relevant securities.

The primary purpose of this Prospectus is to comply with section 708A(11) of the Corporations Act to remove any trading restrictions that attach to Shares issued by the Company prior to the Closing Date, so that subscribers of those Shares may, if they choose to, sell those Shares (as applicable) within twelve months from the date of their issue without the issue of a prospectus. These include any other Shares the Company may issue between the date of this Prospectus and the Closing Date (including but not limited to any Shares issued upon the exercise of Options). The Company intends to issue 21,167,431 Shares on the exercise of Options before the Closing Date of the Offer. The Offer under this Prospectus will have the effect of 'cleansing' any future on-sale of those Shares.

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Apart from the issue of Shares outlined in Section 1.1, no other securities will be issued under the Offer.

Any Shares issued under the Offer will be issued under the Company's existing placement capacity under Listing Rule 7.1. The Company will raise up to $36 under the Offer (before costs). The total estimated expenses of the Offer are approximately $30,128 and will be paid by the Company from its cash reserves.

1.3

Closing Date

The Closing Date for the Offer is 10 May 2021. The Company reserves the right, subject to the Corporations Act and the Listing Rules, to vary 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.

1.5

Application Forms

The Offer is being extended to investors who are invited by the Company to subscribe for Shares and is not open to the general public. The Company may determine in its discretion whether to accept any or all of the Applications.

Applications must be made using the Application Form provided with a copy of this Prospectus. To the maximum extent permitted by law, the Directors will have discretion over which Applications to accept.

Completed Application Forms, together with application monies, 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 Shares accepted by the Company. The Application Form does not need to be signed to be a binding acceptance of the Shares 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.

1.6

Issue and dispatch

Subject to the Corporations Act and the Listing Rules, the Company intends to issue the Shares under the Offer as soon as practicable after the Closing Date. Shareholder statements will be dispatched as soon as possible after the issue of the Shares under the Offer.

1.7

Application Monies held on trust

All Application Monies received for the Shares under the Offer will be held on trust in a bank account maintained solely for the purpose of depositing Application Monies received pursuant

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to this Prospectus until the Shares are issued. All Application Monies will be returned (without interest) if the Shares are not issued.

1.8

ASX quotation

Application will be made to ASX no later than 7 days after the date of this Prospectus for Official Quotation of the Shares under the Offer. If permission is not granted by ASX for the Official Quotation of the Shares offered by this Prospectus within 3 months after the date of this Prospectus (or such period as the ASX allows), the Company will repay, as soon as practicable, without interest, all Application Monies received pursuant to this Prospectus.

1.9

CHESS

The Company participates in the Clearing House Electronic Sub-Register System, known as CHESS, operated by ASX Settlement Pty Limited (a wholly owned subsidiary of ASX), in accordance with the Listing Rules and ASX Settlement Operating Rules.

Under CHESS, Applicants will not receive a certificate but will receive a statement of their holding of Shares. If you are broker sponsored, ASX Settlement Pty Limited will send you a CHESS statement.

The CHESS statement will set out the number of Shares issued under this Prospectus, provide details of your holder identification number, the participant identification number of the sponsor and the terms and conditions applicable to the Shares.

If you are registered on the Issuer Sponsored sub-register, your statement will be dispatched by Automic Registry Services and will contain the number of Shares issued to you under this Prospectus and your security holder reference number.

A CHESS statement or Issuer Sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their Shareholding changes. Shareholders may request a statement at any other time; however, a charge may be made for additional statements.

1.10 Residents outside Australia

This Prospectus and any accompanying Application Form do not, and are not intended to, constitute an offer of Shares 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.

1.11 Risk factors

An investment in Shares 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.

1.12

Taxation implications

The Directors do not consider it appropriate to give Applicants advice regarding the taxation consequences of subscribing for Shares under this Prospectus. The Company, its advisers

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and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders or potential investors. As a result, Applicants should consult their professional tax adviser in connection with subscribing for Shares under this Prospectus.

1.13

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 Interim Financial Report for the half year ended 30 June 2020 lodged with ASX on 31 August 2020 ( Half Yearly Report ) and annual financial report for the year ended 31 December 2020 lodged with ASX on 31 March 2021 ( Annual Report ). The Company has made continuous disclosure notices (i.e. ASX announcements) since the lodgement of its Half Yearly Report and Annual Report.

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

1.14

Current activities of the Company

The Company was incorporated on 22 May 2007 and was admitted to the official list of ASX on 13 December 2007.

On 23 May 2016, the Company (then named "Northern Iron Limited") announced that it had entered into an agreement to acquire 100% of the issued capital of Israeli company, Dotz Nano Ltd ( Re-compliance Transaction ). On 15 November 2016, the Company was reinstated to Official Quotation on ASX following completion of the Re-compliance Transaction and re-compliance with Chapters 1 and 2 of the Listing Rules.

Pursuant to the Re-compliance Transaction, the main undertaking of the Company became the development and commercialisation of technologies in the advanced materials industry.

The Company's activities in the advanced materials industry includes the development, manufacture and commercialisation of tagging, tracing and verification solutions using such materials. The Company is continuing to focus on this area and is in various stages of negotiations or tenders for supply agreements in the areas of anti-counterfeiting and in the oil and gas industry. Such negotiations and tenders remain incomplete and confidential, and there can be no certainty that any binding agreement will eventuate.

On 26 March 2020, the Company announced that it has signed a two-year US$100,000 (A$166,000) frame purchase order to supply its ValiDotz™ security markers to a Switzerlandbased plastic compounder. Orders to date have been less than the original purchase order (refer to the Company's announcement on 12 March 2021 for further information regarding the key reasons for the discrepancies).

As first announced on 11 May 2020 and subsequently updated through various market updates, the Company has been researching the ability to apply its non-toxic, molecular carbon-based verification technology to assist in fighting the COVID-19 pandemic, including diagnostics, marking of personal protective equipment (PPE) and surface sanitisation.

Dotz Test Kit

In particular, since March 2020, the Company has been researching the ability of its fluorescent-based technology to detect viruses in the field, in real-time. This has resulted in the development of the Company's Rapid SARS-CoV-2 Diagnostic kit, now incorporating RT-

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LAMP ( Dotz Test Kit ). Refer to the Company's announcements of 1 March, 12 March, 22 March, 7 April 2021 and 3 May 2021 for further information regarding the development and commercialisation of the Dotz Test Kit. On 13 December 2020, a services agreement for manufacturing and regulatory consultancy was entered into with US-based manufacturer Systaaq Diagnostic Products ( Systaaq ) who is listed as the ISO13485 manufacturer for both the nasopharyngeal swab-based and saliva-based Dotz Test Kits.

The Company is currently negotiating a manufacturing agreement for the Dotz Test Kits with Systaaq and is engaged in negotiations with additional manufacturers in Canada and Asia. The Company has not entered into any binding manufacturing agreements with those manufacturers at this stage, or any other manufacturers, and there can be no certainty that any binding agreements will be reached.

Further, as announced on 1 March 2021, the Company is party to preliminary discussions and negotiations with potential counterparties for the supply of the Dotz Test Kits. Again, the Company cautions that it has not entered into any binding agreements for the supply of the Dotz Test Kits at this stage, and there can be no certainty that any binding agreements will be reached.

As announced on 7 April 2021, the Company has applied for an FDA Emergency Use Authorisation for its nasopharyngeal/oropharyngeal swab-based Dotz Test Kits.

UEG Agreement

On 11 May 2020, the Company announced that it had signed a US$1,000,000 ($1,530,000) Commercial Agreement with Universal Exports Group ( UEG ), a Hong Kong based corporation specialising in wholesale distribution to supply anti-counterfeiting and tracing capabilities to face masks required for Government stock piles and National Health Services ( UEG Agreement ).

The US$1,000,000 contract value is for the application of the Company's products to a total of 100,000,000 masks. Of the 100,000,000 masks, 30,000,000 masks is contracted for. The balance of 70,000,000 masks is subject to customer demand, and therefore cannot be guaranteed.

As part of the UEG Agreement, UEG will become the sole and exclusive distributor for the Company in South Africa and China markets for a period of two years, for face masks, medical gowns, medical gloves and other medical protective gear, and the Company must grant UEG 3,000,000 Options ( UEG Options ) with an exercise price of $0.048 and expiring three years from the date of the UEG Agreement. At the date of this Prospectus, the Company has issued 1,125,000 UEG Options and a further 1,875,000 are to be issued on a quarterly basis over the duration of the UEG Agreement.

On 19 October 2020, the Company announced that it had expanded its initial commercial agreement with UEG for PPE authentication. The Company will use its advanced Secured by Dotz solution to authenticate an initial quantity of protective medical gowns for US$255,000 with delivery initially due in Q1 2021 but, due to customer product characterisation changes, has been delayed to Q2 2021. The agreement also outlines authentication for further medical gowns and/or other PPE products, subject to customer demand. The total contract value range for this agreement is between US$255,000 and US$765,000.

During Q1 FY2021, the Company continued to finalise product characterisation changes with UEG for its 'Secured by Dotz' authentication solution for face masks, medical gowns and

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medical gloves. The initial quantity of US$255,000 for protective gloves is expected in H2 FY2021.

Zohar Dalia

On 21 July 2020, the Company announced (in response to a 'price query' from ASX) that it had signed a pilot agreement with Zohar-Dalia Cooperative Agricultural Association Ltd ( ZD ) for the use of ValiDotz™ markers in disinfectant materials to verify surface coverage for signs of viruses, including COVID-19.

On 26 April 2021, the Company announced that it has entered into an exclusive supply agreement and non-exclusive distribution agreement with Zohar Dalia Professional LP ( ZD Professional ), a subsidiary of ZD, in connection with ZD's anti-viral disinfectant (Active V- SRD) that utilises the Company's security markers to verify surface sanitation in real time (together, the ZD Agreements ).

Under the exclusive supply agreement, the Company will supply its non-toxic molecular markers and detectors for use with ZD Professional's slow-release disinfectant, exclusively licensed from the Israel Ministry of Defence.

The non-exclusive distribution agreement enables the Company to promote and sell the Active V-SRD product in multiple approved markets, including the UK, India, Italy, France, Australia, Germany, Spain and throughout Africa (subject to any necessary regulatory approvals required in each market to be sought together by the parties as required).

The ZD Agreements are each for initial terms of five years (unless terminated earlier in accordance with their terms). The ZD Agreements are not expected to have an immediate material impact on the Company's revenue, however the Company believes that the ZD Agreements have significant potential based on the large addressable global market and subject to customer demand for ZD's Active VSRD® sanitation solution.

V2Tech Agreement

On 4 August 2020, the Company announced that it had entered into a $528,000 commercial agreement with V2Tech Distributors Pty Ltd. ( V2Tech ), an Australian-based corporation specialising in wholesale distribution, to supply its anti-counterfeiting and tracing capabilities for face masks and other PPE equipment ( V2Tech Agreement ). The initial order was to consist of 30 million face masks for the Australian health sector, government, and retailers.

V2Tech was required to pay 5% of the contract value within 30 days of the Agreement and will be the sole distributor for two years in Australia. Subsequently on 29 January 2021 the Company announced that, during 2020, it received $26,000 from V2Tech for the initial order that was delivered. The Company is now expecting that the balance of the contract will be realized during 2021.

Under the V2Tech Agreement, V2Tech was appointed as the sole distributor for two years of the Company's authentication solution for face masks in the Australian PPE market, provided the agreed annual sales target for masks is met. As an incentive, the Company agreed to grant V2Tech (subject to Shareholder approval at general meeting intended to be convened shortly) 1.5 million Options (refer to Section 3.1 for details).

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TTM Agreement

On 28 August 2020, the Company announced that it had signed a $2.2 million (US$1.6 million) commercial agreement with TT Medical Group ( TTM ) ( TTM Agreement ). The initial order was valued at $348,000 (US$250,000), a second order in the amount of $626,000 (US$450,000) was expected to be delivered in Q1 2021 and the remaining contract will be ordered subject to customer demand. TTM will be the sole distributor of the “Secured by Dotz” authentication solution for face masks in Turkey, Italy, Cyprus and Ghana PPE markets for a three-year period, provided agreed annual sales targets are met.

The Company has delivered the initial order (totalling US$250,000) and payment of US$237,500 is expected to be received in Q2 FY2021. In addition, due to TTM's challenges related to the COVID-19 lockdown, as previously announced on 29 January 2021, the parties are currently in discussion to amend the contract to deliver a broader range of PPE related products, not less than the value originally contracted for the second order and due for the first quarter of FY2021. The Company estimates that the order for an estimated US$450,000 will be received during H2 FY2021.

TTMU Agreement

On 28 August 2020, the Company also announced that it had also signed a three-year distribution agreement with TT Medical UAE ( TTMU ), a related party of TTM, whereby TTMU will become the sole distributor of the “Secured by Dotz” authentication solution for face masks in the UAE, Egypt, Qatar and Saudi Arabia PPE markets, provided agreed annual sales targets are met ( TTMU Agreement ). As an incentive, the Company will grant TTMU (subject to Shareholder approval at general meeting intended to be convened shortly) 4 million Options (refer to Section 3.1 for details).

Breathe Medical Agreement

On 8 September 2020, the Company announced that it had signed a three-year purchase agreement with Breathe Medical Manufacturing Ltd ( Breathe Medical ) ( Breathe Medical Agreement ). Under the Breathe Medical Agreement, the Company will supply its ‘Secured by Dotz’ authentication solution for face masks in the USA and Canadian markets, and enable the implementation of its authentication solution at Breathe Medical's manufacturing facilities. During the initial three-year period of the agreement, the total minimum order amount is US$13 million, and to maintain exclusivity a total minimum amount of US$24.6 million.

As subsequently announced on 29 January 2021, the Company has commenced preparation for delivery of an initial US$1 million quantity of its ‘Secured by Dotz’ authentication solution.

The Company understands that as a result of various personnel, manufacturing and other issues at Breathe Medical, Breathe Medical has been unable to satisfy its obligations under the Breathe Medical Agreement to date. The Company is presently in discussions with Breathe Medical to potentially enter into an amendment arrangement with a view to finding an amicable solution. The Company cautions that there is no certainty that an amended arrangement may be agreed. The Company is reserving rights under the contract and is attempting to find an amicable solution.

1.15 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 Shareholders' needs, facilitate

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distribution payments and corporate communications to Shareholders 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.

Shareholders 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.

1.16 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 Shares offered under this Prospectus should be considered speculative because of the nature of the business activities of the Company and no assurances can be made that the Company’s particular interests or projects will be successful. Potential investors should consider whether the Shares offered 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.

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 anticounterfeiting, authentication and tracing solutions, as well as other applications of its expertise in the advanced materials industry, such as in respect of the Dotz Test Kit.

The success of the Company will depend upon the Company's ability to commercialise its technology. A failure to successfully commercialise the technology in commercial quantities, could impact the Company's operating results and financial position.

In particular the Company notes that the Dotz Test Kit is at a relatively early development stage and substantial testing is necessary to commercialise the Dotz Test Kit. No guarantee can be provided that the testing will be successful or result in an approved product that can be marketed and sold.

The Company continues to focus its commercialisation activities in areas that are considered new markets for its 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.

The Company is seeking to develop its 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.

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 Company's technology is not accepted by the market or its 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

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not be able to commercialise its products which could adversely impact the Company's operations.

Even if the Company does successfully commercialise its technology, there is a risk the Company will not achieve a commercial return and will not be able to sell products and services to clients at a rate which covers its operating and capital costs.

(b) Competition and new technologies

The industries in which the Company are 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)

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.

(d)

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.

In particular, the manufacturing process for the Dotz Test Kit has not yet been scaled up to commercial scale. In order to satisfy the manufacturing requirements of the U.S. Food and Drug Administration (FDA) and European Union, the Dotz Test Kit must be

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manufactured in a facility which maintains the Quality Management Systems under ISO13485 for Design, Development, Manufacturing & Distribution of in-vitro diagnostic products. As previously disclosed, the Company is under negotiations with such a facility for the manufacture of the Dotz Test Kit, however cautions that there can be no certainty that an agreement will be reached on favourable terms, or at all.

(e)

Clinical trials risks

The Company's product development plans for the Dotz Test Kit includes the conduct of human clinical trials. Such trials can be difficult to design and implement, in part because they are subject to rigorous regulatory requirements. Even if the results of the Company's initial clinical trials for the Dotz Test Kit are favourable, regulatory authorities or the Company's partners may suspend, delay or terminate the trials at any time. Further, even if the Company views the results of a clinical trial to be positive, the FDA or other regulatory authorities may disagree with the Company's interpretation of the data. Clinical development of the Dotz Test Kit may fail for a number of other reasons, including lack of efficacy. Failure can occur at any stage of the trials, requiring the Company to abandon or repeat clinical trials. The Company and/or the relevant regulatory authorities, and institutions where the clinical trials are conducted, may suspend the Company's clinical trials at any time if it appears that the trials are exposing the trial participants and or the staff involved in conducting the clinical trial to unacceptable health risks. Alternatively there is the risk that despite conducting the relevant clinical trial in compliance with regulatory requirements, the results of the trial do not support any further development or result in a rejection by the relevant regulator. As a result the Company may fail to commercialise or out-license the Dotz Test Kit.

(f)

Licensing and regulatory risks

As with any company involved in developing diagnostic products in the medicinal industry, the Company and its partners will need to obtain regulatory approval in each country in which they intend to market the product in question. The Dotz Test Kit may not satisfy requirements for regulatory marketing approval and/or the approval process may take longer than expected.

(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.

While the Company has developed its own method, process and intellectual property for manufacturing graphene and carbon quantum dots which it believes is valuable and material to its business, it has not yet been granted patents for these methods and processes and the Company is in the process of applying for patents in respect thereof. As noted below, there can be no guarantee that such patents will ultimately be granted.

Securing rights to intellectual property 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

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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.

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.

(i) Contractual risk

The operations of the Company requires involvement of a number of third parties. As with any contract generally, there is a risk that the business could be disrupted in situations where there is a disagreement or dispute in relation to a term of the contract. Should such a disagreement or dispute occur, this may have an adverse impact on the Company's operations and performance generally. It is not possible for the Company to predict or protect itself against all such risks.

2.2 General risks relating to the Company

(a) Additional requirements for capital

The Company's activities require substantial expenditure and depend on numerous factors. The Company anticipates that it will require further financing in the future.

If the Company is unable to use debt or equity to fund its business development activities after the substantial exhaustion of its cash reserves, there can be no assurances that the Company will have sufficient capital resources for that purpose, or other purposes, or that it will be able to obtain additional resources on terms acceptable to the Company or at all. Any additional equity financing may be dilutive to Shareholders and any debt financing, if available, may involve restrictive covenants, which may limit the Company's operations and business strategy.

The Company's failure to raise capital if and when needed could delay or suspend the Company's business strategy and could have a material adverse effect on the Company's activities, including its ability to continue as a going concern. Unfavourable

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market conditions may also adversely affect the Company's ability to raise additional funding regardless of the Company's operating performance.

(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.

The Company is focused on ensuring the Board is of an appropriate size and collectively has the skills, commitment and knowledge of the Company and the industry in which it operates to enable it to discharge its duties effectively and add value. As part of this focus, the Company anticipates further Board changes to be made as and when appropriate.

(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.

(d)

Litigation risks

The Company is exposed to possible litigation risks including intellectual property claims, contractual disputes, occupational health and safety claims, employee claims, shareholder claims and disputes in relation to regulatory matters.

Following the Company's suspension from Official Quotation on 20 November 2020, ASX raised some concerns in respect of the Company's compliance with the ASX Listing Rules and its continuous disclosure obligations, including (without limitation) the Company's historical disclosures in relation to customer arrangements and orders, and the 4 December 2020 webinar presented by Chairman, Bernie Brookes. In response, the Company undertook a review of its continuous disclosure policy and adopted, from 31 December 2020, a new and materially more comprehensive continuous disclosure policy. Refer to the announcements of 12 March 2021 for additional details.

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

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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 material 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 and business developments

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. Similarly the Company may continue to develop its technology in a way that it may be applied to new industries and for new purposes.

Any such future transactions or business developments are accompanied by the risks commonly encountered in making acquisitions of companies, products and technologies, or moving into new areas, 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.

(h) Infectious disease pandemics

Infectious disease pandemics such as the coronavirus, whilst opening up various new opportunities for the deployment of the Company's technology, have the potential to interrupt the Company's operations, impair deployment of its products to customers and prevent suppliers or distributors from honouring their contractual obligations. Such pandemics could also cause hospitalisation or death of the Company's existing and potential customers and staff.

(i)

Cyber risks and security breaches

The Company stores data in its own systems and networks and also with a variety of third-party service providers. A malicious attack on the Company’s systems, processes or people, from external or internal sources, could put the integrity and privacy of customers’ data and business systems at risk. It could prevent customers from using

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the products for a period of time, put its users’ premises at risk and could also lead to unauthorised disclosure of data.

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.

Shareholders should consider that the investment in the Company is speculative and should consult their professional advisers before making any investment decisions in relation to the Company.

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3. Effect of the Offer

3.1 Capital structure on completion of the Offer

	Shares	Options
Balance at the date of this Prospectus	376,382,378	85,122,8791
To be issued under the Offer	1002	Nil
Exercise of Options	21,167,4313	(21,167,431)3
Balance after the Offer	397,549,909	63,955,448

Notes :

1. The existing Options on issue have exercise prices ranging from nil (subject to satisfaction or waiver of vesting conditions) to $0.375 each, and expiry dates between 7 May 2021 to 19 October 2023, as detailed in the table below. Various vesting conditions apply.

2. Assumes that the Offer is fully subscribed.

3. On the assumption that 21,167,431 Options are exercised before the Offer closes.

The following table provides an overview of the Options on issue as at the date of this Prospectus. Various vesting conditions apply.

Exercise price $0.085 $0.100 $0.090 $0.100 $0.090 $0.090 Nil $0.070 $0.090 $0.090	Expiry date		Number of Options	Number of Options
		On issue as at the Prospectus Date	Expected to be exercised before the Closing Date	Expected to be on issue on completion of the Offer
	7/05/2021	10,300,003	4,841,668	5,458,335
	19/06/2021	5,000,000	410,000	4,590,000
	29/07/2021	4,820,094	3,674,929	1,145,165
	11/09/2021	10,000,000	10,000,000	-
	11/12/2021	6,368,522	653,334	5,715,188
	11/12/2021	10,000,000	Nil	10,000,000
	31/12/2021	6,650,000	Nil	6,650,000
	18/05/2022	1,350,000	1,012,500	337,500
	17/06/2022	4,629,630	Nil	4,629,630
	10/09/2022	4,629,630	Nil	4,629,630

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$0.050	16/10/2022	100,000	Nil	100,000
$0.300	16/10/2022	400,000	Nil	400,000
Nil	31/12/2022	5,650,000	Nil	5,650,000
$0.060	31/12/2022	200,000	200,000	-
$0.120	31/12/2022	500,000	Nil	500,000
$0.150	31/12/2022	500,000	Nil	500,000
Nil	15/02/2023	1,000,000	Nil	1,000,000
$0.048	11/05/2023	375,000	375,000	-
$0.375	19/10/2023	5,000,000	Nil	5,000,000
$0.200	31/12/2023	5,650,000	Nil	5,650,000
$0.001	04/12/2022	2,000,000	Nil	2,000,000
TOTAL		85,122,879	21,167,431	63,955,448

The Company has agreed to issue the following Securities, subject to the receipt of Shareholder approval at a general meeting intended to be convened shortly:

Reason for the issue	Recipient1	Shares	Options
Shares to be issued at an issue price of $0.25 each to raise $650,000 (before costs). Refer to the announcement of 19 October 2020 and the Quarterly Activities Report of 29 January 2021 for additional details.	Southern Israel Bridge Fund	2,600,000	Nil
Shares to be issued at an issue price of $0.25 each to raise $150,000 (before costs). Refer to the announcement of 19 October 2020 and the Quarterly Activities Report of 29 January 2021 for additional details.	Bernie Brookes	600,000	Nil
Options as part consideration for the provision of services. Exercisable at $0.23 each and expiring 4 August 2023, subject to vesting conditions. Refer to the announcement of 4 August 2020 for additional details.	V2 Tech Distributors	Nil	1,500,000

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Options as part consideration for the provision of services. Exercisable at $0.252 each and expiring 25 November 2023, subject to vesting conditions. Refer to the announcement of 28 August 2020 for additional details.	TT Medical UAE	Nil	4,000,000
Options to be issued as a Director incentive under the Company’s Employee Securities Incentive Plan. Exercisable at between $0.07 and $0.20 each and expiring between 31 December 2022 and 31 December 2023, subject to vesting conditions.	Bernie Brooks	Nil	1,940,000
As above.	Doron Eldar	Nil	1,940,000
As above.	Ian Pamensky	Nil	955,000
Options to be issued as part of the former Director's remuneration package. The Options will have an exercise price of nil, but be subject to vesting conditions which must be satisfied before the expiry date of 31 December 2022.	Uzi Breier	Nil	1,250,000
TOTAL		3,200,000	11,585,000

Notes :

1. The recipient may elect for the relevant Securities to be issued to their respective nominees.

2. Further details regarding the proposed issues of Securities will be included in a notice of meeting to be issued shortly.

3. In addition to the above, as announced on 11 May 2020, the Company has entered into an agreement with Universal Exports Group ( UEG ) pursuant to which UEG became the sole and exclusive distributor for the Company in South Africa and China markets for a two year period for the provision of certain medical protective gear. As part of this agreement, the Company is to issue a total of 3,000,000 Options to UEG, exercisable at $0.048 each. The Options are to be issued on a quarterly basis, for the duration of the 2 year term. As at the date of this Prospectus, 1,125,000 Options have been issued. The Company expects that a further 1,875,000 Options will be required to be issued on a quarterly basis for the balance of the 2 year term.

3.2 Financial effect of the Offer

After paying the expenses of the Offer of approximately $30,128 there will be no proceeds from the Offer. The expenses of the Offer (exceeding any amounts raised under the Offer, which is a maximum of $36) will be met from the Company's existing cash reserves. The Offer is expected to have a nominal effect on the Company's financial position of reducing the cash balance by $30,092, being receipt of funds of $36, less expenses of the Offers of $30,128.

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As the issue of the 100 Shares under this Prospectus will not have a material impact on the Company’s financial position, a pro-forma statement of financial position of the Company showing the financial effect of the Offer has not been included in this Prospectus.

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.

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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.

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

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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.

4.2

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.

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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 the Shares.

The Company is also required to prepare and lodge with the ASIC yearly and half-yearly 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 4.3 below).

4.3

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 Half Yearly Report for the period ending 30 June 2020 as lodged with ASX on 31 August 2020;

• (b) the Annual Report for the period ending 31 December 2020 as lodged with ASX on 31 March 2021; 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:

Date	Subject of Announcement
31/03/2021	Appendix 4G
07/04/2021	DTZ Completes Clinical Trial and Submits FDA EUA Application
26/04/2021	Dotz and Zohar Dalia Sign Supply and Distribution Agreements
03/05/2021	Quarterly Report & Appendix 4C Cashflow Report - 31 March 21
03/05/2021	Appendix 3G

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.

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4.4 Information excluded from continuous disclosure notices

Other than as disclosed in this Prospectus, 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.

4.5

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 the Shares under this Prospectus.

4.6

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: $0.375 per Share on 1 and 6 April 2021. Lowest: $0.255 per Share on 18 March 2021.

The Company's Shares were reinstated to Official Quotation on ASX on 15 March 2021, following a period of suspension commencing on 20 November 2020.

The latest available closing market sale price of the Shares on ASX prior to the date of lodgement of this Prospectus with ASIC was $0.34 per Share on 4 May 2021.

4.7

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.

4.8

Substantial Shareholders

Based on the substantial holder notices provided to the Company and ASX, those persons which (together with their associates) have a relevant interest in 5% or more of the Shares on issue are set out below:

	Shares	Voting power
Southern Israel Bridging Fund Two LP1	67,883,334	18.04%
Silversea Asset Management Pte Ltd2	29,302,538	7.79%
Ariel Malik3	19,268,894	5.12%

Notes:

1. Details as per Notice of Change in substantial holder lodged with ASX on 5 November 2020.

2. Shares held by CitiCorp Nominees Pty Ltd.

3. Details as per Notice of Change in substantial holder lodged with ASX on 13 January 2020.

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4.9 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 Shares offered under this Prospectus or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Shares 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 Shares offered under this Prospectus.

4.10

Directors' interests in Securities

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

Director	Shares	Voting power	Unquoted Options
Bernie Brookes1	625,000	0.17%	Nil
Doron Eldar2	277,778	0.07%	92,5933
James Cotton	Nil	Nil	Nil
Ian Pamensky	Nil	Nil	Nil

Notes :

1. Shares are held by Brookes Family Superannuation Fund, an entity associated with Mr Bernie Brookes.

2. Securities are held directly by Mr Doron Eldar.

3. 92,593 unquoted Options exercisable at $0.09 and expiring on 11 December 2021.

4.11 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, as approved by Shareholders at the annual general meeting held on 10 June 2020. 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.

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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 received the following remuneration for the year ended 31 December 2020:

Director	Short Term Salary, Fees and Commission US$	Other1 US$	Share-based payments US$	Total US$
Bernie Brookes2	102,066	-	-	102,066
Doron Eldar3	57,231	-	-	57,231
James Cotton4	5,178	-	-	5,178
Ian Pamensky5	4,142	-	-	4,142
Uzi Breier6	222,187	19,694	10,401	252,282
John Bullwinkel7	8,630	-	-	8,630
Ashley Krongold8	7,888	-	-	7,888

1. Other includes benefits such as car lease, fuel and etc. paid to key management personnel.

2. Appointed 15 January 2020.

3. Appointed 15 January 2020.

4. Appointed 16 November 2020.

5. Appointed 25 September 2020.

6. Resigned 25 September 2020, this amount includes $63,756 relating to post termination. Please refer to the Annual Report announced on 31 March 2021 for details regarding the Separation Agreement entered into between the Company and Mr Breier. This agreement provides for issue of 1,250,000 Options to Mr Breier, subject to the receipt of Shareholder approval.

7. Resigned 23 March 2020.

8. Resigned 23 March 2020.

4.12 Related party transactions

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

4.13

Additional information regarding Directors

For completeness, it is noted that:

• (a) James Cotton was a director of Antipodeans Abroad Pty. Limited (ACN 051 363 387) ( Antipodeans ) from 27 January 2016 to 5 June 2020.

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• (b) Antipodeans was a private adventure travel business. By a general meeting of members held on 8 July 2020, it was resolved that Antipodeans be wound up and that liquidators be appointed.

• (c) Mr Cotton has advised the Company that the impact of COVID-19 and a dispute with its insurer were the causes of the inability for Antipodeans to continue operations.

The Directors of the Company are of the opinion that Mr Cotton's management of Antipodeans was not responsible for Antipodeans failing.

Separately, it is proposed that Mr Cotton will resign from the Board of the Company in the coming months, due to additional work commitments. It is anticipated that in the future Mr Cotton will have an ongoing role with the Company in finding distribution methodology for the Company's products. The form of any future engagement or role remains to be confirmed. The Company has commenced a process for identifying a suitable replacement and will provide an update in due course.

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.

HWL Ebsworth will be paid approximately $25,000 (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
ASX quotation fee	1,922
Prospectus preparation expenses	25,000
TOTAL	$30,128

4.16

Consents

Chapter 6D of the Corporations Act imposes a liability regime on the Company (as the offeror of Shares 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

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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.

HWL Ebsworth Lawyers has given its written consent to being named as the solicitors to the Company in this Prospectus. HWL Ebsworth Lawyers 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:

Ian Pamensky Director & Company Secretary Dated: 5 May 2021

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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 Melbourne, Victoria. Annual Report means the annual financial report of the Company for the period ending 31 December 2020 as lodged with ASX on 31 March 2021. Applicant means a person who submits an Application Form. Application means a valid application for Shares made on an Application Form. Application Form means the Application Form provided by the Company with a copy of this Prospectus. Application Monies means the amount of money in dollars and cents payable for Shares pursuant to the Offer. 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. CHESS means ASX Clearing House Electronic Sub-registry System. Closing Date means the closing date for the Offer, being 10 May 2021, as may be varied. 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 the Corporations Act 2001 (Cth), as amended from time to time. Directors mean the directors of the Company as at the date of this Prospectus. Dotz Test Kit has the meaning given in Section 1.14. FDA means the U.S. Food and Drug Administration. Half Yearly Report means the half yearly report of the Company for the period ending 30 June 2020 as lodged with ASX on 31 August 2020.

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Issuer Sponsored means Securities issued by an issuer that are held in uncertified form without the holder entering into a sponsorship agreement with a broker or without the holder being admitted as an institutional participant in CHESS. Listing Rules means the official listing rules of ASX as amended or replaced from time to time, except to the extent of any express written waiver by ASX. Offer has the meaning given in Section 1.1. Official List means the official list of ASX. Official Quotation means quotation of Shares on the Official List. Options means an option, giving the holder the right, but not an obligation, to acquire a Share at a predetermined price and at a specified time in the future. Prospectus means this prospectus dated 5 May 2021. Section means a section of this Prospectus. Securities means any securities issued or granted by the Company. Shares means ordinary fully paid shares in the capital of the Company. Shareholder means a holder of Shares. US$ means United States dollars.

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