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ONE CLICK GROUP LIMITED Capital/Financing Update 2019

Feb 19, 2019

64250_rns_2019-02-19_ed312e52-2ad4-4df5-b8c6-17a9530efeb9.pdf

Capital/Financing Update

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UUV Aquabotix Ltd., C/- Sundaraj & Ker Level 36, Australia Square, 264 George Street

Sydney NSW 2000

20 February 2019

The Manager Market Announcements Office Australian Securities Exchange Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Renounceable Entitlement Offer

UUV Aquabotix Ltd (ACN 616 062 072) ( ASX: UUV ) ( Company ) is seeking to raise up to approximately $960,000 (before costs) through a pro rata renounceable entitlements offer of one (1) fully paid ordinary share in the capital of the Company ( Share ) for every five (5) Shares held by eligible shareholders on 27 February 2019 at an issue price of $0.03 per Share ( Entitlement Offer ). There is no minimum subscription in respect of the Entitlement Offer.

Indicative use of proceeds of Entitlement Offer

The Company proposes to use the proceeds of the Entitlement Offer as follows:

Item Proceeds of the Offer Full Subscription
($)
%
1 Research and Development 421,316 44%
2 Sales and Marketing 95,819 10%
3 Expenses of the Offer 133,641 14%
4 Working capital 309,224 32%
Total 960,000 100%

The above expenditure budget is indicative only and may change according to circumstances prevailing at the time.

Summary of the Entitlement Offer

  1. The Entitlement Offer comprises one (1) new Share for every five (5) existing Shares held by existing eligible shareholders on the record date (27 February 2019) at $0.03 per Share.

  2. Eligible shareholders will comprise those shareholders with a registered address in Australia or New Zealand as at 5:00pm (WST) on 27 February 2019.

  3. Any fractional entitlements arising from the Entitlement Offer will be rounded up.

  4. Shares issued under the Entitlement Offer will rank equally with existing Shares on issue on the record date. The Company will make application for official quotation of the new Shares proposed to be issued under the Entitlement Offer. Share entitlements are renounceable and shareholders may sell or transfer some or all of their entitlements. Further details will be included in the prospectus.

  5. Up to approximately 32,000,000 Shares will be offered pursuant to the Entitlement Offer.

  6. A shortfall facility will be available allowing eligible shareholders to apply for additional Shares over and above their entitlements (additional Shares will be issued to the extent there is a shortfall under the Entitlement Offer).

Timetable

Further details of the Entitlement Offer, including details on how to accept and key risks of the Entitlement Offer, will be set out in a prospectus which is expected to be released to the ASX on 21 February 2019 and dispatched to shareholders on 4 March 2019. Outlined below is a timetable of relevant events and dates relating to the Entitlement Offer. These events and dates are indicative only and subject to change. Subject to the ASX Listing Rules, the Corporations Act and other applicable laws, the Company’s Board reserves the right to modify all dates, including the Entitlement Offer closing date.

Event Date
Announcement of Offer Wednesday, 20 February 2019
Lodgement of Prospectus with the ASIC Thursday, 21 February 2019
Lodgement of Prospectus & Appendix 3B with ASX Thursday, 21 February 2019
Notice sent to Optionholders Thursday, 21 February 2019
Notice sent to Shareholders Monday, 25 February 2019
Ex date Tuesday, 26 February 2019
Rights start trading Tuesday, 26 February 2019
Record Date for determining Entitlements (5:00pm
WST)
Wednesday, 27 February 2019
Prospectus and personalised Entitlement and
Acceptance Forms sent out to Eligible Shareholders
Monday, 4 March 2019
Rights Trading Ends Wednesday, 6 March 2019
Securities quoted on a deferred settlement basis Thursday, 7 March 2019
Last day to extend the Closing Date* Friday, 8 March 2019
Closing Date (5:00pm WST) Wednesday, 13 March 2019
ASX notified of under subscriptions Monday, 18 March 2019
Issue date. Deferred settlement trading ends. Wednesday, 20 March 2019

Application for new Shares under the Entitlement Offer may only be made by completing the Application Form which accompanies the prospectus. Shareholders eligible to participate in the Entitlement Offer should read the prospectus carefully and consult professional advisers as necessary.

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Enquiries

Any enquiries regarding the Entitlement Offer should be directed to:

Jonathan Swain

Company Secretary +61 2 8880 5130

This release does not constitute an offer to sell, or the solicitation of an offer to buy, securities in the United States or in any other jurisdiction in which such an offer or sale would be illegal. This release may not be distributed or released in the United States. No action has been or will be taken to register, qualify or otherwise permit a public offering of the securities referred to in this release in any jurisdiction outside Australia. In particular, the new shares to be offered in the Entitlement Offer have not been, and none of them will be, registered under the U.S. Securities Act of 1933 (the "Securities Act") or the securities laws of any state or other jurisdiction of the United States. Accordingly, the new shares may not be offered, directly or indirectly, to, any person in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws.

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