ROCKETDNA LTD. — Capital/Financing Update 2020

Aug 23, 2020

Announcement Summary

Entity name PARAZERO LIMITED

Announcement Type

New announcement

Date of this announcement

Monday August 24, 2020

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

ASX +security code	+Security description	Maximum Number of+securities to be issued
PRZ	ORDINARY FULLY PAID	14,705,882

Proposed +issue date

Tuesday February 23, 2021

Refer to next page for full details of the announcement

Part 1 - Entity and announcement details

1.1 Name of +Entity

PARAZERO 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.

1.2 Registered Number Type

ACN

Registration Number

618678701

1.3 ASX issuer code

PRZ

1.4 The announcement is

New announcement

1.5 Date of this announcement

Monday August 24, 2020

1.6 The Proposed issue is:

A placement or other type of issue

Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue?

• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to the entity

Yes

7A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or** Approvalactual?received/condition met?
+Security holder approval	Monday December 14, 2020
		Estimated

Comments

The Company is issuing Convertible Notes which are a Debt Security to Delta Drone SA. The Notes will be payable in three tranches being AUD100,000 immediately, AUD200,000 due on 10 September 2020 and AUD200,000 due on 10 October 2020. The Convertible Notes shall not be capable of conversion into Shares unless and until approval has been obtained by the Company's Shareholders for the purposes of ASX Listing Rule 7.1 and for all other purposes. The Conversion Shares issued upon conversion of the Notes will be issued at an issue price of AUD0.034 per Conversion Share and will occur on 23 February 2021 unless they convert earlier upon completion of the proposed acquisition. The maximum number of Ordinary Fully Paid Shares to be issued upon conversion will be 14,705,882.

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? No

Details of +securities proposed to be issued

ASX +security code and description

PRZ : ORDINARY FULLY PAID

Number of +securities proposed to be issued

14,705,882

Offer price details

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

In what currency is the cash consideration being paid? AUD - Australian Dollar

What is the issue price per +security? AUD 0.03400

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

Part 7C - Timetable

7C.1 Proposed +issue date Tuesday February 23, 2021

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

Monday December 14, 2020

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

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? No

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

Part 7F - Further Information

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

The proposed use of funds are bridging finance for working capital and transaction costs up to the point of re-listing only. None of the funds raised via the Notes are intended to be used by ParaZero post listing.

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