ROCKETDNA LTD. — Capital/Financing Update 2020

Jun 28, 2020

Announcement Summary

Entity name PARAZERO LIMITED

Announcement Type

New announcement

Date of this announcement

Sunday June 28, 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	12,500,000

Proposed +issue date

Thursday December 24, 2020

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

Sunday June 28, 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 oractual?	** Approvalreceived/condition met?
+Security holder approval	Monday December 14, 2020
		Estimated

Comments

The Company is issuing Convertible Notes which are a Debt Security. The Notes will be payable in three tranches being AUD200,000 on 19 June 2020, AUD200,000 due for payment on 10 July 2020 and AUD100,000 due for payment on 10 August 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 four cents per Conversion Share and will occur on 28 December 2020 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 12,500,000.

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

Maximum Number of +securities proposed to be issued

12,500,000

Purpose of the issue

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.

Offer price details for retail security holders

In what currency is the cash	What is the issue price per
consideration being paid?	+security?
AUD - Australian Dollar	AUD 0.04000

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

Oversubscription & Scale back details

May a scale back be applied to this event? No

Part 7C - Timetable

7C.1 Proposed +issue date

Thursday December 24, 2020

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the 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 10.11.1 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

Proposed issue of securities

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.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