GREEN360 TECHNOLOGIES LIMITED — Share Issue/Capital Change 2020

Aug 4, 2020

ASX Announcement

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TERMS AND CONDITIONS OF PERFORMANCE RIGHTS

The Company confirms that the rights and liabilities attaching to the 40,000,000 performance rights ( Performance Rights ) issued under the Company’s replacement prospectus dated 25 June 2020 ( Prospectus ) are set out below.

(a) Milestone

• (i) one third of the Performance Rights held by each holder of the Performance Rights ( Holder ) will convert into Shares upon satisfaction of the following milestones within 12 months following the date of listing:

• (A) the definition of an Inferred JORC Resource at the Eneabba Sands Project of 80Mt @ 97.5% SiO2; and

• (B) the definition of an Inferred JORC Resource at the Mt Marshall Kaolin Project – 20Mt @ cut-off grade of 25% Al2O3.

• (ii) one third of the Performance Rights held by each Holder will convert into Shares upon satisfaction of the following milestones within 24 months following the date of listing:

• (A) the definition of a Measured JORC Resource at the Eneabba Sands Project of 40Mt @ 97.5% SiO2; and

• (B) the definition of a Measured JORC Resource at the Mt Marshall Kaolin Project – 20Mt @ cut-off grade of 25% Al2O3.

• (iii) one third of the Performance Rights held by each Holder will convert into Shares upon completion of a preliminary feasibility study on both the Eneabba Sands Project and Mt Marshall Kaolin Project demonstrating an ability to operate broth projects as commercially viable enterprises within 36 months following the date of listing,

(each a Milestone ).

(b) Notification to Holder

The Company shall notify the Holder in writing when the Milestone has been satisfied.

• (c) Consideration

The Performance Rights will be issued for nil cash consideration and no consideration will be payable upon the conversion of the Performance Rights.

Suvo Strategic Minerals | Level 10, 182 St Georges Terrace Perth WA 6000

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ASX Announcement

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(d) Conversion

Subject to paragraph (m) and satisfaction of the Milestone, each Performance Right will, at the election of the Holder, convert into one Share.

(e) Lapse of a Performance Right

If:

• (i) the Milestone attaching to a Performance Right has not been satisfied within the period required under the relevant Milestone; or

• (ii) the Performance Rights have not converted into Shares 5 years of the Company’s admission to the Official List,

( Expiry Date ), it will automatically lapse and the Holder shall have no entitlement to the Shares pursuant to those Performance Rights.

(f) Share ranking

All Shares issued upon the conversion of Performance Rights will upon issue rank pari passu in all respects with other Shares.

(g) Application to ASX

The Performance Rights will not be quoted on ASX. The Company must apply for the official quotation of a Share issued on conversion of a Performance Right on ASX within the time period required by the ASX Listing Rules.

(h) Transfer of Performance Rights

The Performance Rights are not transferable.

(i) Participation in new issues

A Performance Right does not entitle a Holder (in their capacity as a Holder of a Performance Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.

(j) Reorganisation of capital

If at any time the issued capital of the Company is reconstructed, all rights of a Holder will be changed in a manner consistent with the applicable ASX Listing Rules and the Corporations Act at the time of reorganisation.

(k) Adjustment for bonus issue

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) the number of Shares or other securities which must be issued on the conversion of a Performance Right will be increased by the number of

Suvo Strategic Minerals | Level 10, 182 St Georges Terrace Perth WA 6000

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ASX Announcement

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Shares or other securities which the Holder would have received if the Holder had converted the Performance Right before the record date for the bonus issue.

(l) Dividend and Voting Rights

The Performance Rights do not confer on the Holder an entitlement to vote (except as otherwise required by law) or receive dividends (whether fixed or at the discretion of directors).

(m) Deferral of conversion if resulting in a prohibited acquisition of Shares

• If the conversion of a Performance Right would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) ( General Prohibition ) then the conversion of that Performance Right shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a Performance Right would result in a contravention of the General Prohibition:

• (i) Holders may give written notification to the Company if they consider that the conversion of a Performance Right may result in the contravention of the General Prohibition. The absence of such written notification from the Holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition; and

• (ii) the Company may (but is not obliged to) by written notice to a Holder request a Holder to provide the written notice referred to in paragraph (i) within seven days if the Company considers that the conversion of a Performance Right may result in a contravention of the General Prohibition. The absence of such written notification from the Holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition.

• (n) No rights to return of capital

• A Performance Right does not entitle the Holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

• (o) Rights on winding up

A Performance Right does not entitle the Holder to participate in the surplus profits or assets of the Company upon winding up.

• (p) No other rights

A Performance Right gives the Holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

Suvo Strategic Minerals | Level 10, 182 St Georges Terrace Perth WA 6000

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ASX Announcement

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TERMS AND CONDITIONS OF OPTIONS UNDER PROSPECTUS

The Company confirms that the rights and liabilities attaching to the 101,866,903 Options issued under the Prospectus, being the Director Options, Advisor Options and Lead Manager Options.

(a)

Entitlement

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

(b) Exercise Price

Subject to paragraph (k) below, the amount payable upon exercise of each Option will be $0.03 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on 30 July 2023 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time following the date of issue and will expire on the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

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

(f) 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 Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

Suvo Strategic Minerals | Level 10, 182 St Georges Terrace Perth WA 6000

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ASX Announcement

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• (ii) if required, give ASX a notice that complies with section 708A(5)I of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under paragraph (ii) above for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

• (h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(j) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(k) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(l) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

Suvo Strategic Minerals | Level 10, 182 St Georges Terrace Perth WA 6000

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ASX Announcement

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OPTIONS ON ISSUE PRIOR TO PROSPECTUS

The Company confirms that the rights and liabilities attaching to the 5,166,670 Options that were on issue prior to lodgement of the Prospectus are set out below.

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (k) below, the amount payable upon exercise of each Option will be $0.08 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on 3 September 2022 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time following the date of issue and will expire on the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

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

(f) 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 Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)I of the Corporations Act, or, if the Company is unable to issue such a notice, lodge

Suvo Strategic Minerals | Level 10, 182 St Georges Terrace Perth WA 6000

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ASX Announcement

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with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under paragraph (ii) above for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(j) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(k) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(l) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

Authorised by Justyn Stedwell

Company Secretary 03 8395 5446

Suvo Strategic Minerals | Level 10, 182 St Georges Terrace Perth WA 6000

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