ONE CLICK GROUP LIMITED — Capital/Financing Update 2019

Feb 20, 2019

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, 04/03/13

Name of entity

UUV Aquabotix Ltd ( Company )

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)	Fully paid ordinary shares (Shares)
	Up to 32,000,000 Shares
	Up to 32,000,000 Shares proposed to be issued at an issue price of $0.03 per Share.

• See chapter 19 for defined terms.

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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	Yes, the Shares will rank equally with existing fully paid ordinary shares.
	$0.03 per Share.
	The Company is undertaking a renounceable entitlement issue of 1 new Share for every 5 Shares held by eligible shareholders to raise up to $960,000 (Entitlement Issue). The Entitlement Issue is being offered at a price of A$0.03 per new Share (Offer Price). The proceeds of the Entitlement Issue will be used to undertake research and development activities, sales and marketing, pay the expenses of the Entitlement Issue, and for the Company’s working capital requirements.
	Yes
	30 May 2018
	N/A

• See chapter 19 for defined terms.

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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) 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)	N/A	N/A
	N/A
	32,000,000 Shares issued under exception 1 in rule 7.2
	N/A
	N/A
	See Annexure 1
	Proposed to be issued on 20 March 2019 (under the timetable set out in the Company’s ASX announcement on 20 February 2019)
	Number	+Class
	92,000,000 35,000,000	Fully paid ordinary shares UUVO Options (exercise price of $0.22, expiry on 19April 2019)

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)	Number	Class
	100,000,001 15,000,000 15,000,000 15,000,000 10,000,000 700,000 700,000 5,000,000 3,000,000 1,500,000 1,500,000 1,500,000 1,500,000 1,000,000	Fully paid ordinary shares Class A Performance shares Class B Performance shares Class C Performance shares Class B unlisted options (exercise price of $0.22, expiry on 19 April 2020)* 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

• 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)	300,000 400,000 400,000 400,000 200,000 200,000 200,000	(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) 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 expiry on 2 November 2021) Class AC unlisted options (exercise price of $0.11, vesting on 2 November 2020, expiry on 2 November 2021) *escrowed to 28 April 2019

• See chapter 19 for defined terms.

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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	No
	Renounceable
	1 new Share for every 5 Shares held by eligible shareholders
	Fully paid ordinary shares
	5:00pm (WST) on 27 February 2019
	N/A
	Rounded up to the nearest whole number
	All countries excluding Australia and New Zealand
	13 March 2019

• See chapter 19 for defined terms.

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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 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?	N/A
	N/A
	Patersons Securities Limited ABN 69 008 896 311
	See section 8.5 of the prospectus proposed to be lodged on 21 February 2019 (Prospectus)
	See section 8.5 of the Prospectus
	No, not applicable
	4 March 2019
	21 February 2019
	26 February 2019
	6 March 2019
	Provide instructions to their broker in accordance with section 4.4 of the Prospectus.
	Complete and lodge the personalised Entitlement and Acceptance Form for the number of Shares they wish to take up and follow the steps in section 4.3 of the Prospectus or by completing a BPay payment in accordance with section 4.12 of the Prospectus. Thereafter, provide

• See chapter 19 for defined terms.

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instructions to their broker regarding the proportion of their Entitlement they wish to sell.

• See chapter 19 for defined terms.

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32 How do security holders dispose of their entitlements (except by sale through a broker)?

Complete and lodge a standard renunciation and transfer form (available from the Company’s share registry, Link Market Services) in accordance with section 4.7 of the Prospectus.

33 +Issue date

Proposed issue date of 20 March 2019

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)

• See chapter 19 for defined terms.

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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.

Sign here: ............................................................ Date: 21 February 2019 Company secretary

Print name: Jonathan Swain

• 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

Insert number of fully paid[+] ordinary 135,000,001 securities on issue 12 months before the + issue date or date of agreement to issue Shares upon listing on ASX Add the following: 20,000,000 (18 July 2018) • Number of fully paid[+] ordinary securities 5,000,000 (21 December 2018) 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

Subtract the number of fully paid[+] ordinary Nil securities cancelled during that 12 month period

“A” 160,000,001

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

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	24,000,000 (rounded down)
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	Nil
“C”	Nil
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	24,000,000
Subtract“C” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.15] – “C”	24,000,000 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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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” 160,000,001 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D”

0.10

Multiply “A” by 0.10

Note: this value cannot be changed 16,000,000 (rounded down)

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

Nil

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” Nil

• See chapter 19 for defined terms.

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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	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	16,000,000
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	16,000,000 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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