ONE CLICK GROUP LIMITED — Capital/Financing Update 2024

Oct 16, 2024

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

ONE CLICK GROUP LIMITED

Announcement Type

New announcement

Date of this announcement

17/10/2024

The Proposed issue is:

A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Attaching options	451,234,568
confirmed
1CG	ORDINARY FULLY PAID	401,234,568

Proposed +issue date

25/10/2024

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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Part 1 - Entity and announcement details

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

ACN

Registration Number

616062072

1.3 ASX issuer code

1CG

1.4 The announcement is

New announcement

1.5 Date of this announcement

17/10/2024

1.6 The Proposed issue is:

A placement or other type of issue

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Appendix 3B - Proposed issue of securities

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes 7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 17/12/2024 Estimated

Comments

Part 7B - Issue details

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 +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description

1CG : ORDINARY FULLY PAID

Number of +securities proposed to be issued

401,234,568

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.00810

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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Appendix 3B - Proposed issue of securities

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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 do not have +CDIs issued over them)

Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? No

ASX +security code New class-code to be confirmed

Will the entity be seeking quotation of the 'new' class of +securities on ASX? No +Security description Attaching options

+Security type

Options

Number of +securities proposed to be issued

451,234,568

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

One free attaching unlisted option for every one (1) New Share issued pursuant to the Placement. Exercisable at $0.01 each, with an expiry date of 3 years from issue. A further 50,000,000 options issued to the Lead Manager. Refer to ASX announcement released on the same day as this Appendix 3B.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

0.004000

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

AUD 0.0100

Expiry date 17/12/2027

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

1CG : ORDINARY FULLY PAID

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Appendix 3B - Proposed issue of securities

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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.

Please see announcement released on the same day as this Appendix 3B.

Part 7C - Timetable

7C.1 Proposed +issue date

25/10/2024

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 17/12/2024

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Euroz Hartleys

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

The Company will pay Euroz Hartleys a cash fee equal to 5% of the proceeds raise under the placement and 50 million unlisted options to acquire fully paid ordinary shares in the capital of the company with an exercise price of $0.01 expiring 3 years from their date of issue.

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

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Appendix 3B - Proposed issue of securities

Part 7F - Further Information

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7F.01 The purpose(s) for which the entity is issuing the securities

Refer to ASX announcement released on the same day as this Appendix 3B.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

The Placement is to be done in two tranches with 174,074,075 Shares being issued under the Company¿s existing Issue capacity under ASX Listing Rules 7.1 and 7.1A and 227,160,493 Shares being subject to shareholder approval to be sought at a General Meeting. The issue of 451,234,568 attaching options are subject to shareholder approval to be sought at a General Meeting.

7F.3 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 cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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