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ROCKETDNA LTD. Capital/Financing Update 2019

Apr 16, 2019

65709_rns_2019-04-16_5006feba-2ff1-4cdc-98c0-a1ed056c5b53.pdf

Capital/Financing Update

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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
    1. Ordinary fully paid shares 2. Unlisted Options
  • 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. 10,299,998 2. 955,480

  2. Ordinary fully paid shares

  3. Unlisted Options Expiring 17 April 2024 @ $0.1125

+ 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 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. 5 Issue price or consideration 1. $0.075 2. Nil 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) Issue of shares and options as per announcement on 12 April 2019. Proceeds raised will be used towards the cost of the Placement, to fund product inventory and for general working capital. 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 No 6b The date the security holder resolution under rule 7.1A was passed Not applicable 6c Number of +securities issued without security holder approval under rule 7.1 1. 10,299,998 2. 955,480 6d Number of +securities issued with security holder approval under rule 7.1A Not applicable

+ 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
  • 6f Number of +securities issued under an exception in rule 7.2

(specify date of meeting)

  • 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)

Not applicable

Not applicable

Not applicable

Not applicable

7.1 - 3,210,894

17 April 2019

Number +Class
71,096,807 Ordinaryfully paidshares

Appendix 3B New issue announcement

Number +Class
+class9Numberandofall+securities not quoted on ASX+securities(includingtheinsection 2 if applicable) 35,300,063 Ordinary FP SharesEsc until 13/06/20
345,613 Ordinary FP SharesEsc until 13/06/19
14,000,000 ClassA PerfOpts@$0.20 Exp13/06/23Esc24 MthsFromQuotation
8,000,000 ClassBPerfOpts@$0.20 Exp13/06/23Esc24 MthsFromQuotation
8,000,000 ClassCPerfOpts@$0.20 Exp13/06/23Esc24 MthsFromQuotation
4,333,334 ClassA PerfOpts@$0.20 Exp13/06/23
10,333,333 ClassBPerfOpts@$0.20 Exp13/06/23
10,333,333 ClassCPerfOpts@$0.20 Exp13/06/23
1,820,506 Options@ $0.0027Exp13/06/23
6,387,692 Options@ $0.0027Exp13/06/23 Esc24Mths From Quotation
4,000,000 Options@ $0.30 Exp13/06/21Esc24Mths From Quotation
955,480 Options@ $0.1125Exp 17/04/24

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

N/A

+ 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

35 If the +securities are +equity securities, the names of the 20 largest holders of theadditional +securities, and the number and percentage of additional +securitiesheld 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 categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 and over
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.

(Company secretary)

Sign here: ............................................................ Date: 17 April 2019

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 anexception in rule 7.2 462,409 (29 January 2019)8,000,000 (30 January 2019)
149,685 (4 February 2019)
Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approval
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 cannotbe added•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
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod -
"A" 96,442,485

+ 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 14,466,372
Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued: 10,299,998 Ordinary fully paid shares (17April 2019)955,480 Unlisted Options Expiring 17 April
•Under an exception in rule 7.2 2024 @ $0.1125 (17 April 2019)
•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" 11,255,478
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15 14,466,372
Note: number must be same as shown inStep 2
Subtract "C" 11,255,478
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C" 3,210,894
[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"
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
Step 3: Calculate "E", the amount of placementcapacity 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
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"
Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.