ROCKETDNA LTD. — Capital/Financing Update 2019

Nov 4, 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

ParaZero Limited

ABN

17 618 678 701

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
• 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)

1. Ordinary fully paid shares 2. Unlisted options

2. 10,219,999 2. 948,053

• 1. Ordinary fully paid shares
• 1. Unlisted options expiring 5 November 2024 @ $0.09

+ See chapter 19 for defined terms.

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 1. $0.06
• 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 Nil

1. Yes

2. Shares issued upon exercise of unlisted options will rank equally in all respects from the date of issue with existing fully paid ordinary shares on issue

3. Nil

Issue of shares and options as per announcement on 24 October 2019. Proceeds raised will be used towards the cost of the Placement, to fund product inventory and for general working capital.

Yes

31 May 2019

1. 10,219,999 2. 948,053

• See chapter 19 for defined terms.

• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) Nil
• 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)

Number	+Class
91,975,364	Ordinaryfullypaidshares

Not applicable

Nil

Not applicable

7.1 - 6,390,262

7.1A - 11,705,542

5 November 2019

• See chapter 19 for defined terms.

		Number	+Class
9	+classNumberandofall	35,300,063	Ordinary FP Shares
	+securities not quoted on ASX+securities(includingthein		Esc until 13/06/20
	section 2 if applicable)	14,000,000	ClassA PerfOpts@
			$0.20 Exp13/06/23
			Esc24 MthsFromQuotation
		8,000,000	ClassBPerfOpts@
			$0.20 Exp13/06/23Esc24 MthsFrom
			Quotation
		8,000,000	ClassCPerfOpts@
			$0.20 Exp13/06/23
			Esc24 MthsFrom
			Quotation
		2,085,363	ClassA PerfOpts@
			$0.20 Exp13/06/23
		3,370,724	ClassBPerfOpts@
			$0.20 Exp13/06/23
		3,770,724	ClassCPerfOpts@
			$0.20 Exp13/06/23
		1,781,927	Options@ $0.0027
			Exp13/06/23
		6,387,692	Options@ $0.0027
			Exp13/06/23 Esc24
			Mths From Quotation
		4,000,000	Options@ $0.30 Exp
			13/06/21Esc24MthsFrom Quotation
		955,480	Options@ $0.1125
			Exp 17/04/24
	953,544	Options@ $0.1125
			Exp24/06/24
		948,053	Options@ $0.09Exp
			05/11/24
10	Dividend policy (in the case of a	N/A

trust, distribution policy) on the increased capital (interests)

+ See chapter 19 for defined terms.

Part 2 - Pro rata issue

• 11 Is security holder approval required?
• 12 Is the issue renounceable or nonrenounceable?
• 13 Ratio in which the +securities will be offered
• 14 +Class of +securities to which the offer relates
• 15 +Record date to determine entitlements
• 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
• 17 Policy for deciding entitlements in relation to fractions
• 18 Names of countries in which the entity has security holders who will not be sent new offer documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

19 Closing date for receipt of acceptances or renunciations

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

20	Names of any underwriters
21	Amount of any underwriting feeor commission
22	Names of any brokers to the issue
23	Fee or commission payable to thebroker to the issue
24	Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders
25	If the issue is contingent onsecurity holders' approval, thedate of the meeting
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled
27	If the entity has issued options,andthetermsentitleoptionholders to participate on exercise,the date on which notices will besent to option holders
28	Date rights trading will begin (ifapplicable)
29	Date rights trading will end (ifapplicable)
30	How do security holders sell theirentitlements in fullthrough abroker?
31	How do security holders sell partof their entitlements through abrokerandacceptforthebalance?

32 How do security holders dispose of their entitlements (except by sale through a broker)?

33 +Issue date

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)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

100,001 and over

• 35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000

37 A copy of any trust deed for the additional +securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• 38 Number of +securities for which +quotation is sought
• 39 +Class of +securities for which quotation is sought
• 40 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
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another +security, clearly identify that other +security)

42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

Number	+Class

+ See chapter 19 for defined terms.

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: ............................................................ Date: 5 November 2019

(Company secretary)

Print name: Stephen Buckley

== == == == ==

+ See chapter 19 for defined terms.

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 placementcapacity is calculated
Insert number of fully paid +ordinarysecurities on issue 12 months before the+issue date or date of agreement to issue	87,830,391
Add the following:
Number of fully paid +ordinary securities•issued in that 12 month period under an	462,409 (29 January 2019)
exception in rule 7.2	8,000,000 (30 January 2019)
	149,685 (4 February 2019)
	33,756 (2 August 2019)
Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approval	10,299,998 (AGM 31 May 2019)
	10,279,189 (AGM 31 May 2019)
Number of partly paid +ordinary•securities that became fully paid in that12 month period
Note:
•Include only ordinary securities here –other classes of equity securities cannot
be added•Include here (if applicable) the securitiesthe subject of the Appendix 3B to which
this form is annexed
•It may be useful to set out issues ofsecurities on different dates as separateline items
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod	-
"A"	117,055,428

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	17,558,314
that has already been used	Step 3: Calculate "C", the amount of placement capacity under rule 7.1
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:	10,219,999 Ordinary fully paid shares(5 November 2019)
•Under an exception in rule 7.2	948,053 Unlisted options (5 November2019)
•Under rule 7.1A
•With security holder approval under rule7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
"C"	11,168,052
Step 4: Subtract "C" from ["A"x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	17,558,314
Note: number must be same as shown inStep 2
Subtract "C"	11,168,052
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	6,390,262
	[Note: this is the remaining placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A –Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"A"	117,055,428
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	11,705,542
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A	-
Notes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates as separateline items
"E"	-

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"A" x 0.10	11,705,542
Note: number must be same as shown inStep 2
Subtract "E"	-
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"	11,705,542
	Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.