ONE CLICK GROUP LIMITED — Capital/Financing Update 2023

Oct 12, 2023

Proposed issue of securities

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Update Summary

Entity name

ONE CLICK GROUP LIMITED

Announcement Type

Update to previous announcement

Date of this announcement

13/10/2023

Reason for update to a previous announcement

The Company has entered into an underwriting agreement, for an underwriting of the entitlement offer to the extent of AUD1 million.

Refer to next page for full details of the announcement

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Proposed issue of securities

Part 1 - Entity and announcement details

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1.1 Name of +Entity

ONE CLICK GROUP LIMITED

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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type Registration Number ABN 52616062072

1.3 ASX issuer code

1CG

1.4 The announcement is

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Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

The Company has entered into an underwriting agreement, for an underwriting of the entitlement offer to the extent of AUD1 million.

1.4b Date of previous announcement to this update

13/10/2023

1.5 Date of this announcement

13/10/2023

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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• Non-renounceable

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? 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

1CG : 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 1CG : ORDINARY FULLY PAID

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

ISIN Code for the entitlement or right to participate in a non-renounceable 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

1 6

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What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 114,452,144 whole number

Offer price details for retail security holders

In what currency will the offer be made? AUD - Australian Dollar

What is the offer price per +security for the retail offer? AUD 0.01500

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?

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Yes

Describe the limits on over-subscription

A maximum of approximately 114,452,144 Shares may be issued under the Offer (subject to rounding) and Shareholders may apply for Shortfall Securities not taken up by other Shareholders. The allocation of the Shortfall Shares will be at the discretion of the Board.

Will a scale back be applied if the offer is over-subscribed?

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Yes

Describe the scale back arrangements

If the Offer is oversubscribed (by take up of Entitlements and applications for Shortfall Securities by Eligible Shareholders), scale back will be applied to applications under the Shortfall Offer on a pro-rata basis to the respective shareholdings of Eligible Shareholders. There is no guarantee that Eligible Shareholders will receive Securities applied for under the Shortfall Offer.

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

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Yes

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

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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)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description 1CGOB - Listed Options ($0.03, 3 year expiry) Yes No	Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description 1CGOB - Listed Options ($0.03, 3 year expiry) Yes No
New class-code to be confirmed	1CGOB - Listed Options ($0.03, 3 year expiry)

+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	2
What will be done with fractional entitlements?	Maximum number of +securities proposed to be issued
Fractions rounded up to the next whole number	(subject to rounding)
	57,226,072

Offer price details for retail security holders

In what currency will the offer be made? What is the offer price per +security for the retail offer? AUD 0.00000

AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes

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Describe the limits on over-subscription

A maximum of approximately 114,452,144 Shares may be issued under the Offer (subject to rounding) and Shareholders may apply for Shortfall Securities not taken up by other Shareholders. The allocation of the Shortfall Shares will be at the discretion of the Board.

Will a scale back be applied if the offer is over-subscribed?

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Yes

Describe the scale back arrangements

If the Offer is oversubscribed (by take up of Entitlements and applications for Shortfall Securities by Eligible Shareholders), scale back will be applied to applications under the Shortfall Offer on a pro-rata basis to the respective shareholdings of Eligible Shareholders. There is no guarantee that Eligible Shareholders will receive Securities applied for under the Shortfall Offer.

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

Exercise price Expiry date AUD 0.0300 17/11/2026

Expiry date

Details of the type of +security that will be issued if the option is exercised

1CG : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

One fully paid ordinary share (ASX:1CG)

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Refer to the Prospectus released on the Company's announcements platform today.

Part 3C - Timetable

3C.1 +Record date

19/10/2023

3C.2 Ex date

18/10/2023

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3C.4 Record date

19/10/2023

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

24/10/2023

3C.6 Offer closing date 10/11/2023

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

7/11/2023

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

13/11/2023

3C.11 +Issue date and last day for entity to announce results of +pro rata issue

17/11/2023

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

20/11/2023

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

22/11/2023

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 (ACN 075 071 466) (AFSL 234666)

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 lead manager a management fee of 2% of gross proceeds raised under the Offer.

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 (ACN 075 071 466) (AFSL 234666)

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

$1,000,000

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

The Company has agreed to pay the underwriter a capital raising/underwriting fee of 4% of gross proceeds raised under the Offer.

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

Refer to section 6.4.2 of the Prospectus released today.

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?

Mark Waller

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)?

$250,000

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

None.

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

Refer to the Prospectus released on the ASX announcements platform today.

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Funds raised from the Offer are intended to be used towards product development, marketing, corporate/administration costs, working capital and expenses of the Offer.

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?

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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

Indonesia, Malaysia, Singapore, 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

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Yes

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3F.5a Please provide further details of the offer to eligible beneficiaries

Refer to the Prospectus released on ASX today.

3F.6 URL on the entity's website where investors can download information about the proposed issue

https://oneclickgroup.com.au/

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

Refer to the ASX announcement and Prospectus released on ASX today.

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes

3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS for the +securities proposed to be issued

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