ONE CLICK GROUP LIMITED — Capital/Financing Update 2020

Jun 23, 2020

Proposed issue of securities

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Announcement Summary

Entity name

UUV AQUABOTIX LTD

Announcement Type

New announcement

Date of this announcement

Wednesday June 24, 2020

The Proposed issue is:

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A standard pro rata issue (including non-renounceable or renounceable)

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

		Maximum Number of
ASX +Security Code	+Security Description	+securities to be issued
n/a	UUVOA	527,940,850
UUV	ORDINARY FULLY PAID	1,583,822,550

Ex date

Monday June 29, 2020

+Record date

Tuesday June 30, 2020

Offer closing date

Wednesday July 22, 2020

Issue date

Tuesday July 28, 2020

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

UUV AQUABOTIX LTD

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

Registration Number

ABN 52616062072

1.3 ASX issuer code

UUV

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Wednesday June 24, 2020

1.6 The Proposed issue is:

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A standard +pro rata issue (non-renounceable or renounceable)

1.6a The proposed standard +pro rata issue is:

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• Renounceable

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 - Are any of the following approvals required for the entitlement offer to be unconditional? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +Security Code and Description

UUV : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? Yes No

Details of +securities proposed to be issued

ASX +Security Code and Description

UUV : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the tradable rights created under a renounceable right issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

The quantity of additional +securities For a given quantity of +securities to be issued held 2 1

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What will be done with fractional Maximum Number of +securities entitlements? proposed to be issued Fractions rounded up to the next 1,583,822,550 whole number

Purpose of the issue

The funds from the offer are planned to be used for research and development, sales and marketing, expenses of the offer and working capital. Refer Prospectus dated 24 June 2020

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Offer price details for retail security holders
Issue Currency Offer Price per +security Estimated or Actual?
Actual
AUD - Australian Dollar AUD 0.00100
Oversubscription & Scale back details
Are +security holders allowed to oversubscribe?
Yes
Provide the oversubscription details
Refer Prospectus dated 24 June 2020
May a scale back be applied to this event?
Yes
Provide the scale back details
Refer Prospectus dated 24 June 2020
Will these +securities rank equally in all respects from their issue date with
the existing issued +securities in that class?
Yes
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Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

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ISIN Code for the tradable rights created under a renounceable right issue (if Issuer is foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No Yes ASX +Security Code +Security Description New class-code to be confirmed UUVOA

+Security Type

Options

Offer ratio (ratio of attaching securities at which the new +securities will be issued)

The quantity of attaching +securities to be issued For a given quantity of the new +securities issued 1 3 What will be done with fractional entitlements? Maximum Number of +securities proposed to be issued 527,940,850

Fractions rounded up to the next whole number

Offer price details for retail security holders

Issue Currency AUD - Australian Dollar

Offer Price per +security AUD 0.00000

Estimated or Actual? Estimated

Oversubscription & Scale back details

Are +security holders allowed to oversubscribe? No

May a scale back be applied to this event? No

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security Currency

AUD - Australian Dollar

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Exercise Price

AUD 0.0010

Expiry date

Saturday July 29, 2023

Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option

UUV : ORDINARY FULLY PAID

Please provide any further information relating to the principal terms of the +securities

Part 3C - Timetable

3C.1 +Record date

Tuesday June 30, 2020

3C.2 Ex date

Monday June 29, 2020

3C.3 Date rights trading commences

Monday June 29, 2020

3C.4 Record date

Tuesday June 30, 2020

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

Friday July 3, 2020

3C.6 Offer closing date

Wednesday July 22, 2020

3C.7 Last day to extend the offer closing date

Friday July 17, 2020

3C.8 Date rights trading ends

Wednesday July 15, 2020

3C.9 Trading in new +securities commences on a deferred settlement basis

Thursday July 16, 2020

3C.10 Last day for entity to announce the results of the offer to ASX, including the number and percentage of +securities taken up by existing +security holders and any shortfall taken up by underwriters or other investors

Friday July 24, 2020

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3C.11 Issue date

Tuesday July 28, 2020

3C.12 Date trading starts on a normal T+2 basis

Wednesday July 29, 2020

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

Friday July 31, 2020

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes

3E.1a Who is the lead manager/broker?

Canaccord Genuity (Australia) Limited

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

The Company has agreed to pay the underwriter a management fee of 2% of the total gross amount raised under the Offer plus an underwriting fee of 4% of the total gross amount raised under the Offer plus a corporate advisory fee of $40,000. The Underwriter will also be issued a tranche of Options - Refer Appendix 3B dated 24 June 2020 and Prospectus dated 24 June 2020

3E.2 Is the proposed offer to be underwritten?

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Yes

3E.2a Who are the underwriter(s)?

Canaccord Genuity (Australia) Limited

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

$1,000,000

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

Refer 3E.1b above.

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

Refer Prospectus dated 24 June 2020

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? Yes

3E.2e (i) What is the name of that party?

Peter James and Robert Clisdell

3E.2e (ii) What is the extent of their underwriting or sub-underwriting (ie the amount or proportion of the offer they have underwritten or sub-underwritten)?

Peter James $65,000 Robert Clisdell $30,000

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3E.2e (iii) What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter?

One Options for every three shares sub underwritten plus a cash fee of 3% of the sub underwritten amount.

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Part 3F - Further Information

3F.1 The purposes for which the entity intends to use the cash raised by the proposed issue Refer Prospectus dated 24 June 2020

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No 3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No 3F.4 Countries in which the entity has security holders who will not be eligible to participate in the proposed issue Malaysia United Kingdom United States of America 3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes 3F.5a Please provide further details

The Prospectus will be sent to all registered shareholders with an Australian or New Zealand address.

3F.6 URL on the entity's website where investors can download information about the proposed issue https://www.aquabotix.com/

3F.7 Any other information the entity wishes to provide about the proposed issue

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