DOTZ NANO LIMITED — Capital/Financing Update 2021

Mar 16, 2021

Proposed issue of securities

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Announcement Summary

Entity name

DOTZ NANO LIMITED

Announcement Type

New announcement

Date of this announcement

Wednesday March 17, 2021

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

Maximum Number of ASX +security code +Security description +securities to be issued n/a Unquoted Options 2,000,000

Proposed +issue date

Wednesday March 31, 2021

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

DOTZ NANO LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

ABN

Registration Number

71125264575

1.3 ASX issuer code

DTZ

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Wednesday March 17, 2021

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No Yes ASX +security code +Security description New class-code to be confirmed Unquoted Options

+Security type

Options

Number of +securities proposed to be issued

2,000,000

Offer price details

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Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities
Fees paid for services provided as detailed in ASX Announcement on 1 March 2021.
Dotz considers that the grant of options (expected to occur no later than 31 March 2021) with a nominal exercise price
(akin to 'performance rights') is an appropriate means to incentive Caerus to deliver the statements of work required. The
grant of such options is for the purposes of incentivising performance, rather than fundraising. Assuming that these
options vest, the estimated value of these options is AUD$480,000 (based on Dotz's last traded share price of A$0.24, an
exercise price of A$0.001)
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
480,000.000000
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Options details
+Security currency Exercise price Expiry date
AUD - Australian Dollar AUD 0.0010 Sunday December 4, 2022
Details of the type of +security that will be issued if the option is exercised
DTZ : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
2000000
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement.
https://www.asx.com.au/asx/statistics/displayAnnouncement.do?display=pdf&idsId=02348410
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Part 7C - Timetable 7C.1 Proposed +issue date Wednesday March 31, 2021

7C.1 Proposed +issue date

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Part 7D - Listing Rule requirements

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7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

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Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

2000000

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Dotz considers that the grant of options with a nominal exercise price (akin to 'performance rights') is an appropriate means to incentive Caerus to deliver the statements of work required.

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7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

Vesting conditions are set out in the ASX Announcement - https://www.asx.com.au/asx/statistics/displayAnnouncement.d o?display=pdf&idsId=02348410

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