POLARX LIMITED — Share Issue/Capital Change 2019

Jul 3, 2019

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

PolarX Limited

ACN

161 615 783

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	Fully paid ordinary shares (Shares)
	(i) 30,557,307 Shares pursuant to a pro rata non‐renounceable entitlement offer as detailed in the Offer Document of 18 June 2019 (Entitlement Offer). (ii)12,646,615 Shares arising out of the Shortfall as defined in the Offer Document of 18 June 2019 (Shortfall Offer)

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

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

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 6d Number of+securities issued with security holder approval under rule 7.1A	The Shares rank equally in all respects with existing quoted Shares
	$0.08
	For the purposes set out in the Offer Document dated 18 June 2019 and ASX announcement dated 7 June 2019
	Yes
	16 November 2018
	Nil
	Nil

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)	Nil	Nil
	43,203,922
	N/A
	N/A
	6,481,247 Listing Rule 7.1 4,320,393 Listing Rule 7.1A
	4 July 2019
	Number	+Class
	415,916,560	Fully paid ordinary shares

• See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	400,000 4,000,000 400,000 400,000 18,250,000	Unlisted options exercisable at $0.195 on or before 30/08/2019 Unlisted options exercisable at $0.0715 on or before 19/02/2020 Unlisted options exercisable at $0.175 on or before 17/06/2020 Unlisted options exercisable at $0.12 on or before 18/09/2020 Unlisted options exercisable at $0.125 on or before 20/12/2021

10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 ‐ Pro rata issue

Questions 11 to 33 are not applicable

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)

Questions 35 to 42 are not applicable

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: Ian Cunningham Date: 4 July 2019 (Company Secretary)

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

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 262,871,510 securities on issue 12 months before the + issue date or date of agreement to issue Add the following: • Number of fully paid[+] ordinary securities 35,299,128 (2 August 2018) issued in that 12 month period under an exception in rule 7.2 43,203,922 (4 July 2019) • 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” 341,374,560

==> picture [415 x 623] intentionally omitted <==

----- Start of picture text -----

Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 51,206,184
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insert number of [+] equity securities issued 21,100,000 shares (14 December 2018)
or agreed to be issued in that 12 month
period not counting those issued: 23,624,937 (6 June 2019)
• 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
“C” 44,724,937
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 51,206,184
Note: number must be same as shown in
Step 2
Subtract “C” 44,724,937
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 6,481,247
[Note: this is the remaining placement
capacity under rule 7.1]
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

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” 341,374,560 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 34,137,456 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of[+] equity securities issued 29,817,063 (6 June 2019) or agreed to be issued in that 12 month period under rule 7.1A 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” 4,320,393

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	34,137,456
Subtract“E” Note: number must be same as shown in Step 3	29,817,063l
Total[“A” x 0.10] – “E”	4,320,393 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013