DOTZ NANO LIMITED — Proxy Solicitation & Information Statement 2017

Dec 13, 2017

DOTZ NANO LIMITED ACN 125 264 575

NOTICE OF GENERAL MEETING

The General Meeting of the Company will be held at 108 Outram Street, West Perth, Western Australia on Tuesday, 16 January 2018 at 10am (WST).

The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary, Peter Webse, by telephone on (08) 6377 8043 .

Shareholders are urged to attend or vote by lodging the proxy form attached to the Notice

DOTZ NANO LIMITED A C N 1 2 5 2 6 4 5 7 5

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of Shareholders of Dotz Nano Limited ( Company ) will be held at 108 Outram Street, West Perth, Western Australia on Tuesday, 16 January 2018 at 10am (WST) ( Meeting ).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders of the Company on Sunday, 14 January 2018 at 10am (WST).

Terms and abbreviations used in the Notice are defined in Schedule 1.

AGENDA

1. Resolution 1 – Ratification of prior issue of Tranche 1 Placement Shares

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 18,333,333 Shares on the terms and conditions in the Explanatory Memorandum .”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by, or on behalf of, any persons who participated in the issue or any of their associates.

However, the Company need not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. Resolution 2 – Approval to issue Tranche 2 Placement Shares

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 2,777,778 Shares on the terms and conditions in the Explanatory Memorandum."

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Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by, or on behalf of, a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).

However, the Company need not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3. Resolution 3 – Approval to issue Broker Securities

To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary resolution the following:

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the following issues of securities:

• (a) 500,000 Broker Shares; and

• (b) 6,000,000 Broker Options,

(together, the Broker Securities ) on the terms and conditions in the Explanatory Memorandum. "

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by, or on behalf of, a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).

However, the Company need not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

BY ORDER OF THE BOARD

Peter Webse Company Secretary Dotz Nano Limited Dated: 13 December 2017

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DOTZ NANO LIMITED

A C N 1 2 5 2 6 4 5 7 5

EXPLANATORY MEMORANDUM

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at 108 Outram Street, West Perth, Western Australia, on Tuesday, 16 January 2018 at 10am (WST).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2	Action to be taken by Shareholders
Section 3	Background to Resolutions
Section 4	Resolution 1 – Ratification of prior issue of Tranche 1 Placement Shares
Section 5	Resolution 2 – Approval to issue Tranche 2 Placement Shares
Section 6	Resolution 3 – Approval to issue Broker Securities
Schedule 1	Definitions
Schedule 2	Terms and conditions of the Broker Options

A Proxy Form is enclosed with this Notice.

2. Action to be taken by Shareholders

Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1 Voting in person

To vote in person, attend the Meeting on the date and at the place set out above.

2.2 Proxies

(a) Voting by proxy

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in

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accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• (i) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (ii) a proxy need not be a member of the Company; and

• (iii) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

• (b) Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• (i) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);

• (ii) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands;

• (iii) if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• (iv) if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

• (c) Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• (i) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members;

• (ii) the appointed proxy is not the chair of the meeting;

• (iii) at the meeting, a poll is duly demanded on the resolution; and

• (iv) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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3. Background to Resolutions

3.1 Background

On 28 November 2017, the Company announced that it had completed a capital raising via a placement of 21,111,111 Shares to unrelated sophisticated investors ( Placement ) at an issue price of $0.18 per Share to raise approximately $3.8 million (before costs).

Hunter Capital Pty Ltd ( Hunter Capital ) who, with Otsana Pty Ltd (trading as Otsana Capital) ( Otsana ), acted as joint lead managers to the Placement. In addition to a cash fee of 6% on the total amount raised to be split between the joint lead managers, the Company will issue 500,000 Shares ( Broker Shares ) to unrelated parties as directed by the joint lead managers. The Company will also issue 6,000,000 unlisted options, exercisable at $0.30 each and expiring 2 years from the date of issue ( Broker Options ) to nominees of Hunter Capital. Otsana will not receive any Broker Shares or Broker Options.

On 5 December 2017, the Company issued 18,333,333 Shares ( Tranche 1 Placement Shares ) at an issue price of $0.18 each to unrelated sophisticated investors under the Placement. Subject to Shareholder approval:

• (a) the remaining 2,777,778 Shares under the Placement ( Tranche 2 Placement Shares ) will be issued to unrelated sophisticated investors at an issue price of $0.18 per Share; and

• (b) the Broker Securities will be issued as directed by Hunter Capital and Otsana.

The Company is seeking:

• (a) the ratification of Shareholders pursuant to Listing Rule 7.4 for the issue of the Tranche 1 Placement Shares;

• (b) the approval of Shareholders pursuant to Listing Rule 7.1 for the issue of the Tranche 2 Placement Shares; and

• (c) the approval of Shareholders pursuant to Listing Rule 7.1 for the issue of the Broker Securities.

4. Resolution 1 – Ratification of prior issue of Tranche 1 Placement Shares

4.1 General

Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Tranche 1 Placement Shares.

The Board recommends that Shareholders vote in favour of Resolution 1.

Resolution 1 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 1.

4.2 Listing Rule 7.1

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

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4.3 Listing Rule 7.4

Listing Rule 7.4 provides an exception to Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.

The effect of Resolution 1 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% of its annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

4.4

Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Tranche 1 Placement Shares under Resolution 1:

• (a) a total of 18,333,333 Tranche 1 Placement Shares were issued on 5 December 2017 within the 15% annual limit permitted under Listing Rule 7.1, without the need for Shareholder approval;

• (b) the Tranche 1 Placement Shares were issued for $0.18 per Share;

• (c) the Tranche 1 Placement Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;

• (d) the Tranche 1 Placement Shares were issued to unrelated sophisticated investors who are clients of the joint lead managers;

• (e) the proceeds from the Tranche 1 Placement will be used as working capital to fund the Company's commercialisation activities; and

• (f) a voting exclusion statement is included in the Notice.

5. Resolution 2 – Approval to issue Tranche 2 Placement Shares

5.1 General

Resolution 2 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of the Tranche 2 Placement Shares.

The Board recommends that Shareholders vote in favour of Resolution 2.

Resolution 2 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 2.

5.2 Listing Rules 7.1

A summary of Listing Rule 7.1 is contained in Section 4.2.

The effect of Resolution 2 will be to allow the Company to issue the Tranche 2 Placement Shares during the period of three months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

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5.3 Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the ratification of the issue of the Tranche 2 Placement Shares under Resolution 2:

• (a) the maximum number of Shares to be issued as Tranche 2 Placement Shares is 2,777,778 Shares;

• (b) the Tranche 2 Placement Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);

• (c) the Tranche 2 Placement Shares will be issued at $0.18 per Share;

• (d) the Tranche 2 Placement Shares will be fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;

• (e) the Tranche 2 Placement Shares will be issued to unrelated sophisticated investors who are clients of the joint lead managers;

• (f) the proceeds from the Tranche 2 Placement Shares will be used as working capital to fund the Company's commercialisation activities;

• (g) it is intended that the Tranche 2 Placement Shares will be issued on or about the date of the Meeting; and

• (h) a voting exclusion statement is included in the Notice.

6. Resolution 3 – Approval to issue Broker Securities

6.1 General

Resolution 3 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of up to 500,000 Broker Shares and 6,000,000 Broker Options.

The Board recommends that Shareholders vote in favour of Resolution 3.

Resolution 3 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 3.

6.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is contained in Section 4.2.

The effect of Resolution 3 will be to allow the Company to issue the Broker Securities during the period of three months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

6.3 Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the issue of the Broker Securities:

• (a) a maximum of 500,000 Broker Shares and 6,000,000 Broker Options are to be issued;

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• (b) the Broker Securities will be issued no later than 3 months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules);

• (c) the Broker Securities will be issued as part consideration for broker services provided to the Company in respect of the Placement and will, therefore, be issued for nil cash consideration and no funds will be raised from the issue of the Broker Securities;

• (d) the Broker Shares will be issued to unrelated nominee parties as directed by Hunter Capital and Otsana. The Broker Options will be issued to unrelated nominees of Hunter Capital. No Broker Securities will be issued to Otsana or its associates;

• (e) the Broker Shares will be fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;

• (f) the Broker Options are to be issued on the terms and conditions set out in Schedule 2;

• (g) it is intended that the Broker Securities will be issued on or about the date of the Meeting; and

• (h) a voting exclusion statement is included in the Notice.

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Schedule 1 – Definitions

$ means Australian Dollars.

ASX means the ASX Limited ABN 98 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited.

Board means the board of Directors of the Company.

Broker Options has the meaning given in Section 3.1.

Broker Securities has the meaning given in Resolution 3.

Broker Shares has the meaning given in Section 3.1.

Chair means the person appointed to chair the Meeting of the Company convened by the Notice.

Company means Dotz Nano Limited ACN 125 264 575.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Equity Security has the same meaning as in the Listing Rules and Equity Securities has the corresponding meaning.

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.

Hunter Capital has the meaning given in Section 3.1.

Listing Rules means the listing rules of ASX.

Meeting has the meaning given in the introductory paragraph of the Notice.

Notice means this notice of general meeting.

Otsana has the meaning given in Section 3.1.

Placement has the meaning given in Section 3.1.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution referred to in the Notice.

Schedule means a schedule to the Notice.

Section means a section of the Explanatory Memorandum.

Securities means all Equity Securities of the Company, including Shares and options.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Tranche 1 Placement Shares has the meaning given in Section 3.1.

Tranche 2 Placement Shares has the meaning given in Section 3.1.

WST means Western Standard Time, being the time in Perth, Western Australia.

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Schedule 2 - Terms and conditions of Broker Options

Each Broker Option will be granted on the following terms and conditions:

1. Entitlement

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

2. Exercise Price

The amount payable upon exercise of each Broker Option will be $0.30 ( Exercise Price ).

3. Expiry Date

Each Broker Option will expire at 5.00pm (WST) 24 months from the date of issue ( Expiry Date ). Any Broker Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

4. Exercise Period

The Broker Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

5. Notice of Exercise

The Broker Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Broker Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Broker Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

6. Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Broker Option being exercised in cleared funds ( Exercise Date ).

7.

Quotation

No application will be made to ASX for the Broker Options to form a class of options quoted on ASX.

8. Quotation of Shares issued on exercise

Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Broker Options.

9. Timing of issue of Shares on exercise

Within 15 business days after the later of the following:

• (a) receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Broker Option being exercised; and

• (b) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

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the Company will:

• (c) issue the Shares pursuant to the exercise of the Broker Options;

• (d) give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

• (e) apply for official quotation on ASX of Shares issued pursuant to the exercise of the Broker Options.

10. Shares issued on exercise

Shares issued on exercise of the Broker Options rank equally with the existing Shares currently on issue in the Company.

11. Reconstruction of capital

In the event of any reconstruction (including consolidation, subdivision, reduction or return of capital) of the issued capital of the Company prior to the Expiry Date of the Broker Options, all rights of the Broker Option Holder will be varied in accordance with the Listing Rules.

12. Participation in new issues

There are no participation rights or entitlements inherent in the Broker Options. Broker Option Holders will not be entitled to participate in new issues of capital offered to Shareholders during the Exercise Period without first exercising the Broker Options.

13. Change in Exercise Price

There will be no change to the Exercise Price of the Broker Options or the number of Shares over which the Broker Options are exercisable in the event of the Company making a pro-rata issue of Shares or other securities to the holders of Shares in the Company (other than a bonus issue).

14. Adjustment for bonus issues

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

• (a) the number of Shares which must be issued on the exercise of a Broker Option will be increased by the number of Shares which the holder would have received if the Broker Option Holder had exercised the Broker Option before the record date for the bonus issue; and

• (b) no change will be made to the Exercise Price.

15. Transferability

The Broker Options are not transferable, except with the prior written approval of the Company.

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