GREEN360 TECHNOLOGIES LIMITED — Capital/Financing Update 2017

Apr 25, 2017

==> picture [137 x 72] intentionally omitted <==

ASX Release

==> picture [123 x 10] intentionally omitted <==

26 April 2017

ULTRACHARGE LIMITED ACN 140 316 463

Level 6

105 St Georges Terrace, Perth Western Australia 6000 Tel: +61 8 6558 0886 Fax: +61 8 6316 3337 Web: www.ultra-charge.net

==> picture [123 x 10] intentionally omitted <==

Contacts Investors

Ultracharge Mr Kobi Ben-Shabat Chief Executive Officer +972 58 400 7346 kobi@ultra-charge.net

Media

Professional Public Relations David Tasker +61 9388 0944 david.tasker@ppr.com.au

==> picture [123 x 10] intentionally omitted <==

Directors

Mr Kobi Ben-Shabat Mr Doron Nevo Mr Yuri Nehushtan Mr John Paitaridis Mr David Wheeler

ASX Code : UTR

Shares : 334,516,965

Escrow Shares: 286,001,156

Options (various) : 82,000,000

Performance Rights: 60,000,000

==> picture [10 x 766] intentionally omitted <==

UltraCharge Completes Selective Capital Reduction

• Ultracharge has cancelled 129.2 million shares which is 40% of the consideration shares issued to certain vendors and advisors as part of the Ultracharge acquisition.

• The cancellation of these shares represents approximately a 17.2% reduction in the ordinary capital.

• Reduction in the Company’s capital appropriately reflects the company’s current position, its strong achievements to date, and positions the Company to compete in the fast-growing energy storage market.

UltraCharge Limited ( ASX: UTR, Ultracharge or the Company ) announced the cancellation of 129.2 million shares which were issued to 14 select vendors and advisors as part of the UltraCharge acquisition. The shares represent 40% of each shareholder’s holding, and 17.2% of the Company’s issued capital.

The Company resolved to undertake the cancellation of shares at a Special Meeting on the 10 April 2017, as previously announced. The cancellation of shares was agreed to by the select shareholders on recognition that the number of shares issued to them as consideration for the acquisition of UltraCharge has been more than the market can comfortably bear.

UltraCharge was the first Company that was suspended under the new ASX listing rules introduced in May 2016. As a result, the transaction was unable to trade post announcement of the Ultracharge acquisition, and as such did not receive the benefit of price discovery for the transaction. This lead to funds being raised for the re-listing of the Company post acquisition, at a higher than market price. The reduction in capital seeks to address this imbalance.

UltraCharge has made significant progress in-line with its business strategy, with key achievements to date including the acquisition of exclusive rights to patented world class nanotube technology for lithium batteries; optimizing and upscaling the technology to meet end user requirements; agreements in place with Swiss battery energy storage supplier Leclanchè SA; and further discussions with global end user companies.

Kobi Ben-Shabat, CEO said “As one of the shareholder’s that agreed to the cancellation of shares, I am very pleased that together with the vendors and advisors, we were able to proactively take this action, which we believe will create value for the Company and all its shareholders. UltraCharge has delivered on some significant achievements to date, and continues to focus on developing world class battery technologies. We are now well placed in the market to take advantage of the fast-growing demand for energy storage innovations”.

Kobi Ben-Shabat Chief Executive Officer

About UltraCharge Limited ( www.ultra-charge.net)

Ultracharge is a battery technology company based in Israel which has acquired exclusive rights to patented technology from the Nanyang Technology University in Singapore (NTU). The technology will replace graphite in anodes (negative pole) with a nanotube gel material made from titanium dioxide, in lithium batteries. This has the potential to revolutionise the market for lithium batteries by producing a battery that is safe, has a longer lifetime and is fast charging. Ultracharge has established a laboratory facility in Israel to conduct nanotube synthesis and fabrication of the nanotube anode, and is discussing supply options with end users in the global battery market

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

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

Name of entity

UltraCharge Limited

ABN

97 140 316 463

We (the entity) give ASX the following information.

Part 1 - All issues

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

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted+securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h_in_ relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)	N/A
	N/A
	N/A
	No.
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

Appendix 3B New issue announcement

6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and+class of all+securities quoted on ASX (_including_the securities in section 2 if applicable)	N/A
	N/A
	N/A
	N/A
	N/A
	Number	+Class
	418,576,773	Fully paid ordinary shares

• See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

Appendix 3B New issue announcement

9 Number and+class of all+securities not quoted on ASX (_including_the securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	60,920,909 1,041,196 31,898,457 83,950,508 21,648,274 2,482,004 60,000,000 20,000,000 50,000,000 8,000,000 4,000,000	Fully paid ordinary shares escrowed 24 months from quotation Fully paid ordinary shares escrowed until 16 June 2017 Fully paid ordinary shares escrowed until 26 June 2017 Fully paid ordinary shares escrowed until 11 July 2017 Fully paid ordinary shares escrowed until 19 September 2017 Fully paid ordinary shares escrowed until 26 September 2017 Performance rights escrowed 24 months from quotation Options expiring 3 years from issue @ $0.05 escrowed 24 months from quotation Options expiring 3 years from issue @ $0.0625 escrowed 24 months from quotation Options expiring 05/04/2018 @ $0.05 Options expiring 05/04/2019 @$0.059
	Not applicable

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the[+] securities will be offered

• See chapter 19 for defined terms.

Appendix 3B Page 4

01/08/2012

Appendix 3B New issue announcement

14	+Class of+securities to which the
	offer relates
15	+Record date to determine
	entitlements
16	Will holdings on different registers
	(or subregisters) be aggregated for
	calculating entitlements?
17	Policy for deciding entitlements in
	relation to fractions
18	Names of countries in which the
	entity has+security holders who will
	not be sent new issue documents
	Note: Security holders must be told how their
	entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of
	acceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee or
	commission
22	Names of any brokers to the issue
23	Fee or commission payable to the
	broker to the issue
24	Amount of any handling fee payable
	to brokers who lodge acceptances or
	renunciations on behalf of+security
	holders
25	If the issue is contingent on+security
	holders’ approval, the date of the
	meeting
26	Date entitlement and acceptance
	form and prospectus or Product
	Disclosure Statement will be sent to
	persons entitled

• See chapter 19 for defined terms.

Appendix 3B Page 5

01/08/2012

Appendix 3B New issue announcement

27	If the entity has issued options, and
	the terms entitle option holders to
	participate on exercise, the date on
	which notices will be sent to option
	holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do+security holders sell their
	entitlements_in full_through a
	broker?
31	How do+security holders sell_part_of
	their entitlements through a broker
	and accept for the balance?
32	How do+security holders dispose of
	their entitlements (except by sale
	through a broker)?
33	+Issue date

Part 3 - Quotation of securities

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

34 Type of securities ( tick one ) (a) Securities described in Part 1 (b) All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

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

• See chapter 19 for defined terms.

Appendix 3B Page 6

01/08/2012

Appendix 3B New issue announcement

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

• See chapter 19 for defined terms.

Appendix 3B Page 7

01/08/2012

Appendix 3B New issue announcement

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

Number +Class

Quotation agreement

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

• 2 We warrant the following to ASX.

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

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

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

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

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

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

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

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

==> picture [68 x 48] intentionally omitted <==

Peter Webse Company secretary Date: 24 April 2017

• See chapter 19 for defined terms.

Appendix 3B Page 8

01/08/2012

Appendix 3B New issue announcement

Appendix 3B – Annexure 1

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

Introduced 01/08/12

Part 1

art 1	art 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue
Addthe following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval Number of partly paid ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period
“A”

Step 2: Calculate 15% of “A”

• See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

Appendix 3B New issue announcement

“B”

Multiply “A” by 0.15 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued: • Under an exception in rule 7.2 • Under rule 7.1A

• With security holder approval under rule 7.1 or rule 7.4

Note:

• This applies to equity securities, unless specifically excluded – not just ordinary securities

• • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• “C” -

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 “A” x 0.15

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

• See chapter 19 for defined terms.

Appendix 3B Page 10

01/08/2012

Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

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

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

Step 2: Calculate 10% of “A”

==> picture [403 x 339] intentionally omitted <==

----- Start of picture text -----

“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of equity securities issued
or agreed to be issued in that 12 month
period under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as
separate line items
“E” -
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3B Page 11

01/08/2012

Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2
Subtract“E” Note: number must be same as shown in Step 3	-
Total[“A” x 0.10] – “E”	Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 12

01/08/2012

Australian Securities & Investments Commission

Electronic Lodgement

Document No. 7E8994222

Lodgement date/time: 24-04-2017 18:17:57 Reference Id: 99759650

Form 484 Corporations Act 2001

Change to company details

Company details

Company name ULTRACHARGE LIMITED Australian Company Number (ACN) 140 316 463

Lodgement details

Who should ASIC contact if there is a query about this form?

Name

WEBSE,PETER

ASIC registered agent number (if applicable) 26761

Signature

This form must be signed by a current officeholder of the company.

I certify that the information in this form is true and complete Name

PETER GORDON WEBSE

Capacity Secretary

Signature

Date signed 24-04-2017

ASIC Form 484 Ref 9975965024/04/2017

Page 1 of 2

Form 484 - Change to company details ULTRACHARGE LIMITEDACN140 316 463

C1 Cancellation of shares

Reason for cancellation

Shares cancellation details

Shares cancellation details	Shares cancellation details	Shares cancellation details	Shares cancellation details
Reason for cancellation S.256A-S.256E Capital reduction - multiple shareholder company. A form 2560 must be lodged before capital reduction takes place The cancelled shares are listed below:
Share class code	Number of shares cancelled	Amount paid (cash or otherwise)
ORD	129217424	6460871.20
Earliest Date of cancellation 24-04-2017

C3 Change to share structure

The updated details for this changed share class are shown in the table below.

Share class code	Full title if not standard	Total number of shares	Total amount paid on these shares	Total amount unpaid on these shares
ORD	ORDINARY SHARES	620518121	33463709.07	0.00
Earliest date of change 24-04-2017

ASIC Form 484 Ref 9975965024/04/2017

Page 2 of 2