ONE CLICK GROUP LIMITED — Capital/Financing Update 2019

Dec 23, 2019

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, 04/03/13

Name of entity

UUV Aquabotix Ltd

ABN

52 616 062 072

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 (e.g. 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)	Unlisted Options (Options)
	(i) 32,750,000 Options (ii) 32,750,000 Options (iii) 6,500,000 Options (iv) 6,500,000 Options
	(i) 32,750,000 Options, each exercisable at $0.005 per Option, and expiring on 24 December 2023 (ii) 32,750,000 Options, each exercisable at $0.010 per Option, and expiring on 24 December 2023 (iii) 6,500,000 Options, each exercisable at $0.015 per Option, and expiring on 24 December 2023 (iv) 6,500,000 Options, each exercisable at $0.020 per Option, and expiring on 24 December 2023

4 Do the+securities rank equally in all respects from the+issue date 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	No, the Options do not rank equally with an existing class of quoted security. However, on the exercise of an Option, the resultant share will rank equally with the Company’s existing quoted Fully Paid Ordinary Shares.
	Nil cash consideration per Option
	67,000,000 Issued to Directors and CEO. Refer to Resolutions 6, 7, 8 & 9 of the Notice of General Meeting dated 11 November 2019. 11,500,000 Options are issued to three employees under the Company’s Incentive Option Plan.
	Yes
	31 May 2019
	-
	-

• See chapter 19 for defined terms.

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6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 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 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)	67,000,000 Options (approved at the General Meeting held 18 December 2019)	67,000,000 Options (approved at the General Meeting held 18 December 2019)
	11,500,000 Options (Exception 9)
	-
	-
	LR 7.1 – 77,547,630 LR 7.1A – 51,698,420
	24 December 2019
	Number	+Class
	516,984,204*	Fully Paid Ordinary Shares *Includes 30,296,611 Shares that are subject to voluntary escrow restrictions until 7 October 2020
	Number	Class
	15,000,000 15,000,000 10,000,000	Class B Performance shares Class C Performance shares Class B unlisted options (exercise price of $0.22, expiry on 19 April 2020)

700,000 700,000 5,000,000 3,000,000 1,500,000 1,500,000 1,500,000 1,500,000 1,000,000 300,000 400,000 400,000 400,000

Class C unlisted options (exercise price of $0.30, expiry on 19 April 2020) Class D unlisted options (exercise price of $0.30, expiry on 19 April 2021) Class E unlisted options (exercise price of $0.30, expiry on 19 April 2021) Class F unlisted options (exercise price of $0.30, expiry on 19 April 2022) Class R unlisted options (exercise price of $0.11, expiry on 18 April 2021) Class S unlisted options (exercise price of $0.11, expiry on 18 April 2022) Class T unlisted options (exercise price of $0.11, expiry on 18 April 2023) Class U unlisted options (exercise price of $0.11, expiry on 18 April 2024) Class V unlisted options (exercise price of $0.11, expiry on 30 May 2021) Class W unlisted options (exercise price of $0.11, expiry on 21 December 2021) Class X unlisted options (exercise price of $0.11, expiry on 18 July 2021) Class Y unlisted options (exercise price of $0.11, vesting on 18 July 2019, expiry on 18 July 2021) Class Z unlisted options (exercise price of $0.11, vesting on 18 July 2020, expiry on 18 July 2021)

• See chapter 19 for defined terms.

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10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	200,000 200,000 200,000 32,750,000 32,750,000 6,500,000 6,500,000	Class AA unlisted options (exercise price of $0.11, expiry on 2 November 2021) Class AB unlisted options (exercise price of $0.11, vesting on 2 November 2019, expiry on 2 November 2021) Class AC unlisted options (exercise price of $0.11, vesting on 2 November 2020, expiry on 2 November 2021) Class AD unlisted options (exercise price of $0.005, vesting 24 December 2019, expiry on 24 December 2023) Class AE unlisted options (exercise price of $0.010, vesting 24 December 2020, expiry on 24 December 2023) Class AF unlisted options (exercise price of $0.015, vesting 24 December 2021, expiry on 24 December 2023) Class AG unlisted options (exercise price of $0.020, vesting 24 December 2022, expiry on 24 December 2023)
	Unchanged

Part 2 - Pro rata issue

art	2 - Pro rata issue
11	Is security holder approval
	required?
12	Is the issue renounceable or non-
	renounceable?
13	Ratio in which the+securities will
	be offered
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 offer
	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

• See chapter 19 for defined terms.

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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 offer documents will be
	sent to persons entitled
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

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

• See chapter 19 for defined terms.

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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+issue date
	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)

Number

+Class

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

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 is not available now, we 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.

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Sign here: ............................................................ Date: 24 December 2019 (Joint Company Secretary)

Erlyn Dale

Print name: .........................................................

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

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

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

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

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

Insert number of fully paid [+] ordinary 155,000,001
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following: 21/12/2018 5,000,000
• Number of fully paid [+] ordinary 27/03/2019 2,468,794
securities issued in that 12 month
period under an exception in rule 7.2 28/05/2019 90,218,791
• Number of fully paid [+] ordinary 31/05/2019 53,966,872
securities issued in that 12 month
period with shareholder approval 03/06/2019 18,283,135
• Number of partly paid [+] ordinary 12/07/2019 76,000,000
securities that became fully paid in that
12 month period 25/07/2019 5,000,000
Note: 7/10/2019 44,046,611
• Include only ordinary securities here –
other classes of equity securities 7/10/2019 67,000,000
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
Subtract the number of fully paid Nil
+ ordinary securities cancelled during that
12 month period
“A” 516,984,204
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• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 11

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	77,547,630
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber 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”	0
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	77,547,630
Subtract“C” Note: number must be same as shown in Step 3	0
Total[“A” x 0.15] – “C”	77,547,630 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

art 2	art 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	516,984,204
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	51,698,420
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber 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”	0

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 13

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	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	51,698,420
Subtract“E” Note: number must be same as shown in Step 3	0
Total[“A” x 0.10] – “E”	51,698,420 Note_: this is the remaining placement_ capacity under rule 7.1A

• See chapter 19 for defined terms.

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