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ROCKETDNA LTD. Capital/Financing Update 2024

Nov 7, 2024

65709_rns_2024-11-07_d70a4836-8b94-4f27-8fc4-27c63df36073.pdf

Capital/Financing Update

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ASX Announcement

RocketDNA’s Share Purchase Plan Opens

8 November 2024, RocketDNA Ltd (ASX: RKT ) ( RocketDNA or the Company ) advises that the Share Purchase Plan is open, and the attached Invitation to Participate in the Share Purchase Plan ( Offer ) is being despatched today, along with a personalised application form.

If you require further information about the Offer, please contact Automic on 1300 288 664 or +61 2 9698 5414 between 8:30am and 7:00pm (Sydney time), Monday to Friday, or email [email protected]

A copy of the Offer booklet will also be available on the Company’s website at www.rocketdna.com/au/asx-announcements

This announcement has been authorised for release by the Board of RocketDNA Ltd .

-ENDS-

For more information, please contact:

Christopher Clark Mark Flynn Managing Director & CEO Investor Relations [email protected] [email protected] +61 (0)8 6245 9194 +61 (0) 416 068 733

RocketDNA Ltd (ASX: RKT) is a multinational drone-based data service and technology provider, listed on the ASX, offering aerial surveying, mapping, security, surveillance, and asset inspection for enterprise customers in the mining, agricultural, and engineering sectors. Through fully-outsourced, AI-driven solutions, RocketDNA remotely operates drone systems, enabling customers to focus on ground operations while ensuring fast data turnaround. The company generates revenue through multi-year contracts and short-term projects with major clients, including Tier 1 and Tier 2 miners such as South32, Newmont, Vault Minerals, and Seriti Coal. RocketDNA operates primarily in Australia and Africa, with regional offices in Perth, Johannesburg, and Accra.

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RocketDNA Ltd

(ABN 17 618 678 701)

SHARE PURCHASE PLAN

TO RAISE APPROXIMATELY $500,000

CLOSING DATE: 5.00pm AEDT on Friday, 22 November 2024

This document is important and requires your immediate attention. Carefully read this document in full and consult your stockbroker, accountant, licensed financial advisor or other professional adviser if you are in any doubt as to what to do.

This document is not a Prospectus. It does not contain all the information that an investor would find in a prospectus or which may be required in order to make an informed decision regarding, or about the rights attaching to, the Shares offered in this document.

This document does not take into account the individual investment objectives, financial situation or particular needs of each Eligible Shareholder.

This document provides details of the RocketDNA Ltd Share Purchase Plan and explains how Eligible Shareholders can participate.

Each Eligible Shareholder has the opportunity to participate in the RocketDNA Ltd Share Purchase Plan by applying for up to $30,000 worth of new ordinary shares in RocketDNA Ltd without incurring brokerage or other transaction costs. The Company reserves the right to accept oversubscriptions or to scale back applications at its discretion.

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

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8 November 2024

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Dear Shareholder

Invitation to Participate in the RocketDNA Ltd Share Purchase Plan

On behalf of the Board of RocketDNA Ltd (ACN 618 678 701) ( Company ), I am pleased to offer eligible shareholders the opportunity to participate in the Company’s Share Purchase Plan ( Plan ), by subscribing for up to $30,000 worth of fully paid ordinary shares in the Company ( Shares ) (subject to any scale back) without having to pay brokerage or other transaction costs, and subject to the enclosed terms and conditions ( Offer ).

The Plan follows the Company’s successful placement of Shares under which the Company received firm commitments from a number of new and existing professional and sophisticated investors to raise $2.5 million by two tranches ( Placement ).

The Plan provides you with the opportunity to increase your holding of Shares at an issue price of $0.013 (1.3 cents) per Share, being the same issue price as for Shares under the Placement.

The Company is seeking to raise approximately $500,000, which will be used to facilitate the following development goals:

  • Manufacturing and Scaling xBot® Inventory;

  • Selective Business Development Hires;

  • Accelerating Deployment of Drone as First Responder (DFR) Product;

  • Enhancing Software Capabilities and Site Tube Development;

  • Advancing XBot® Product Development (Phase 2); and

  • Strengthening Financial Position and Debt Management.

In the event of oversubscription by the Closing Date, the Company reserves the right to accept oversubscriptions as it deems appropriate but not exceeding the threshold of $30,000 per holder.

The Offer is made without a prospectus or other disclosure document under the Corporations Act 2001 (Cth) ( Corporations Act ) in reliance on ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 ( ASIC Instrument ).

The key terms of the Offer are summarised immediately below. However, you should carefully read the full terms and conditions of the Offer ( Terms and Conditions ) attached. If you accept the Offer, you will be bound by these Terms and Conditions.

Summary of key Offer terms

  1. Shareholders Eligible to Participate in the Plan

The Offer is only made to Eligible Shareholders , which means you were required to be registered as a holder of Shares:

  • (a) as at 7pm (AEDT) on Tuesday, 29 October 2024 ( Record Date ); and

  • (b) whose registered address is in Australia or New Zealand (provided that if your registered address is in New Zealand you must also hold Shares in the Company on the Offer opening date).

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The Offer is also made to Eligible Shareholders who are “custodians” (as defined in the ASIC Instrument) to participate in the Offer on behalf of certain eligible beneficiaries, subject to the Terms and Conditions.

Participation in the Offer is optional. However, you cannot transfer your rights to purchase Shares under the Offer to anyone else.

2. Issue price

The per Share issue price is A$0.013 (1.3 cents) being the same issue price as for Shares under the Placement ( Issue Price ).

The Issue Price represents a 13.4% discount to the volume weighted average price during the last 5 trading days prior to the Record Date (being Tuesday, 29 October 2024).

3. Application amounts

If you are an Eligible Shareholder, you can apply for up to a maximum of $30,000 worth of Shares. Eligible Shareholders can select one of the following alternatives:

Offer Application Amount Number of Shares
Offer A $30,000 2,307,692
Offer B $25,000 1,923,076
Offer C $20,000 1,538,461
Offer D $15,000 1,153,846
Offer E $10,000 769,230
Offer F $7,500 576,923
Offer G $5,000 384,615
Offer H $2,500 192,307

4. Oversubscriptions and scale back

If the Company receives applications in excess of the maximum amount to be raised as determined by the Board, the Company reserves the right to accept oversubscriptions as they deem appropriate but not exceeding the threshold of $30,000 per holder, or to scale back applications.

If the Company scales back applications, you may receive less than the parcel of Shares that you apply for. If this happens, excess funds will be refunded to you without interest.

Any application monies received for more than an Applicant’s final allocation of Shares (only where the amount is $1.00 or greater) will be refunded.

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5. Offer period

The Offer will open on Friday, 8 November 2024 and will remain open until Friday, 22 November 2024 (unless extended) ( Closing Date ). Other key dates are as follows:

EVENT DATE*
Record Date 7.00pm (AEDT) 29 October 2024
Announcement of Plan 30 October 2024
Opening Date of Plan 8 November 2024
Despatch of Plan Documentation 8 November 2024
Closing Date 5.00pm (AEDT) 22 November 2024
Announcement of results of Plan 27 November 2024
Issue of Shares under the Plan 27 November 2024
Quotation of Shares under the Plan on ASX 27 November 2024

The Company reserves the right, subject to the Corporations Act and the ASX Listing Rules, to vary the Closing Date without prior notice including closing the Offer early or extending the Closing Date. If the Closing Date is varied, subsequent dates may also be varied accordingly. The Company therefore encourages any Eligible Shareholders (including custodians) wishing to participate in the Offer to remit their application monies as soon as possible.

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6. Applications Form and payments

To apply for Shares under the Plan, please follow the instructions on your personalised Application Form included in this package.

Should you need, you can also download a copy of your personalised Application Form as follows.


follows.
You already have an online https://investor.automic.com.au
account with the Automic Share Select: “Existing Users Sign In”.
registry Once you have successfully signed in, click on
“Documents and Statements”.
Download the Plan and Application Form.
Submit your payment using the payment details
provided on your Application Form.
Do not return your Application Form.
You don’t have an online https://investor.automic.com.au/#/signup
account with Automic – but Select: RocketDNA Ltd from the dropdown list in
wish to register for one the ISSUER field.
Enter your holder number SRN / HIN (from your
latest Holding Statement).
Enter your Postcode (Aust only) or Country of
Residence (if not Australia).
Tick box “I am not a robot”, then Next Complete
prompts.
Once you have successfully signed in, click on
“Documents and Statements”.
Download the Plan and Application Form.
Submit your payment using the payment details
provided on your Application Form
Do not return your Application Form
You don’t have an online https://investor.automic.com.au/#/loginsah
account with Automic – but want Select: RocketDNA Ltd from the dropdown list in
to use Automic for this Offer the ISSUER field.
only Enter you holder number SRN / HIN (from your
latest Holding Statement).
Enter your Postcode (Aust only) or Country of
Residence (if not Australia).
Tick box “I am not a robot”, then Access
Once you have successfully signed in, click on
“Documents and Statements”.
Download the Plan and Application Form.
Submit your payment using the payment details
provided on your Application Form.
Do not return your Application Form

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You should note that the Company may elect to close the Offer at any time, or extend the Closing Date. Accordingly, the Company encourages Shareholders to make payment in respect of their entitlement as soon as practicable.

Payment must be made directly via BPAY® or EFT, using the unique reference number provided on your personalised Application Form. Multiple acceptances must be paid separately.

Payment by BPAY®

For payment by BPAY®, please follow the instructions on the Application Form. You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. Please note that should you choose to pay by BPAY® you do not need to submit the Application Form but are taken to have made the declarations on that Application Form.

It is your responsibility to ensure that your BPAY® payment is received by the share registry by no later than 5:00pm (AEDT) on the Closing Date. You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment and you should therefore take this into consideration when making payment. Any application monies received for more than your final allocation of Shares (only where the amount is $1.00 or greater) will be refunded. No interest will be paid on any application monies received or refunded.

Payment by Electronic Funds Transfer (EFT)

Alternatively, you can make your payment via EFT using the details set out in the Application Form. Multiple acceptances must be paid separately. You must use the unique reference number shown in your Application Form which is required to identify your holding. Please note that should you choose to pay by EFT you do not need to submit the Application Form but are taken to have made the declarations on that Application Form.

Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment and should therefore take this into consideration when making payment. You may also have your own limit on the amount that can be paid via EFT. It is your responsibility to check that the amount you wish to pay via EFT does not exceed your limit. Shareholders are responsible for making sure that any EFT payments are made in time to become cleared funds in the account before 5:00pm (AEDT) on the Closing Date.

Applications (together with payment) must be received on or before the Closing Date of 5.00pm (AEDT) on 22 November 2024 (unless extended). Once an application has been made, it cannot be revoked. All valid applications shall be deemed accepted if received before the Closing Date.

Please refer to the Terms and Conditions of the Plan for details of the certification you will be deemed to provide when you participate in the Offer by paying by BPAY or EFT. The Offer does not take into account the individual investment objectives, financial situation, tax position or the particular needs of any Eligible Shareholder. Accordingly, before making a decision whether or not to accept the Offer, you should consult with your financial or other professional adviser. Neither this document, nor the Offer, is a recommendation to purchase Shares.

You should be aware that the market price of Shares on ASX may rise and fall between the date of the Offer, and the date that the Shares are issued pursuant to the Offer. As a result, it is

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possible that up to or after the issue date of the Shares under the Offer, you may be able to buy Shares at a lower price than the Issue Price.

By accepting the Offer and applying for Shares under the Plan, each Eligible Shareholder acknowledges that Shares are a speculative investment and the price of Shares on the ASX may change between the date of the Company announcing its intention to make an Offer and the date of issue of Shares under that Offer and that the price and/or value of the Shares received under the Plan may rise or fall accordingly.

If you have any questions in relation to the Offer, please contact Automic by telephone on 1300 288 664 (within Australia) or +61 2 9698 5414 (international) between 8:30am and 7:00pm (Sydney time), Monday to Friday or email [email protected], or consult your financial or other professional adviser.

Thank you for your continued support.

Yours faithfully

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David Morton Non-Executive Chairman RocketDNA Ltd

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Share Purchase Plan Terms and Conditions

1. General

1.1 Important information

  • (a) Please read these Terms and Conditions carefully, as you will have agreed to be bound by them if you accept the Offer.

  • (b) If you are in any doubt as to whether you should participate in the Offer, or how such participation will affect you (including taxation implications), you should contact your professional adviser without delay.

  • (c) Neither the Company nor any of its Directors make any recommendation in relation to the Offer.

1.2 Offer

The Offer entitles Eligible Shareholders (as defined in clause 2 below) to subscribe for a maximum of $30,000 of Shares in accordance with, and subject to, the following Terms and Conditions ( Offer ).

1.3 Interpretation

  • (a) All monetary amounts in these Terms and Conditions are expressed in Australian dollars, and all references to time are references to time in Perth, Western Australia time.

  • (b) The terms and conditions of the Plan prevail to the extent of any inconsistency with the enclosed personalised application form ( Application Form ).

  • (c) Unless otherwise indicated, all references to clauses are references to clauses of these Terms and Conditions.

1.4 ASIC Instrument

The Offer is made without a prospectus or other disclosure document in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 ( ASIC Instrument ).

  1. Eligibility and participation

2.1 Eligible Shareholders

This Offer is made to you if you:

  • (a) were a registered holder of Shares at 7pm (AEDT) on Tuesday, 29 October 2024 ( Record Date ); and

  • (b) whose registered address, as recorded in the Company’s register of members was either:

  • (i) Australia; or

  • (ii) New Zealand, and you continue to hold Shares in the Company on the Opening Date,

(each an Eligible Shareholder ).

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2.2 Joint holders

  • (a) For the purposes of determining your eligibility, if two or more persons are registered on the Company’s register of shareholders as jointly holding Shares, they are taken to be a single registered holder of Shares.

  • (b) An agreement, acknowledgment or certification given by any joint holder of Shares is taken to be an agreement, acknowledgment or certification given by all joint holders.

2.3 Custodians

Subject to these Terms and Conditions (in particular, clause 6), Eligible Shareholders who are Custodians may participate in the Plan on behalf of each Eligible Beneficiary on whose behalf the Custodian is holding Shares.

2.4 Directors and employees

  • (a) Directors and employees of the Company may be Eligible Shareholders.

  • (b) Directors of the Company may participate in the Offer without shareholder approval on the same terms and conditions as all other Eligible Shareholders.

2.5 Non-renounceable

If you are an Eligible Shareholder, your right to subscribe for Shares under the Offer is personal to you and non-renounceable. You cannot transfer your rights to another person.

2.6 Participation optional

Participation in the Offer by an Eligible Shareholder is optional.

3. Offer period

3.1 Opening Date

The Offer opens on Friday, 8 November 2024 ( Opening Date

3.2 Closing Date

  • (a) The Offer closes at 5pm (AEDT) on Friday, 22 November 2024, unless extended ( Closing Date ).

  • (b) The Company reserves the right to extend the Closing Date at any time by making an announcement to ASX.

  • Issue price and market risk

4.1 Issue Price

The Issue Price of Shares to be issued under the Plan is $0.013 per Share. This price represents a discount of 13.4% of the volume weighted average market price for the Shares over the last 5 trading days on which sales in the Shares were recorded prior to announcement of the Plan (on 30 October 2024).

On the trading day immediately prior to the announcement date of the Offer (being 25 October 2024), the closing price of the Company traded on the ASX was $0.016. The Issue Price represents a 18.75% discount to the closing price of the Company Shares on the

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Record Date of 29 October 2024, being one day prior to the Announcement Date.

In accordance with ASX Listing Rule 7.2 Exception 5, the Issue Price is equal to or greater than 80% of the volume weighted average price for the 5 days in which trading in Shares occurred before the Announcement Date.

4.2 Market risk

The market price of Shares may rise or fall between the date of this Offer and the date when the Shares are issued to you under the Offer. This means that the price you pay per Share under this Offer may be greater than or less than the price of Shares at the time the Shares are issued to you pursuant to this Offer. As a result, the number of Shares that you receive may be more or less than the number you might calculate using the market price of Shares on the date that they are issued. It also means that it is possible that up to or after the issue date of the Shares under the Offer, you may be able to buy Shares at a lower price than the Issue Price. In deciding whether you want to participate in this Offer, and the extent to which you participate, you should seek your own personal financial and/or taxation advice referable to your own circumstances.

Once a payment or an Application Form has been received it cannot be recalled.

5. Applying for Shares under the Offer

5.1 Share parcels

If you are an Eligible Shareholder you can apply for Shares as follows:

  • (a) You may apply for Shares with a value of $2,500, $5,000, $7,500, $10,000, $15,000, $20,000, $25,000 or $30,000.

  • (b) The number of Shares is rounded down to the nearest whole number after dividing the dollar amount by the Issue Price.

  • (c) You may not apply for more than $30,000 worth of Shares in aggregate under the Offer, even though you may receive more than one Offer, or Offers in more than one capacity. This includes through joint holdings, multiple share accounts or any holding in which you have a beneficial interest.

5.2 Applications

If you want to apply for Shares under the Offer payment must be made directly via BPAY® or EFT, using the unique reference number provided on your personalised Application Form.

Payment by BPAY®

For payment by BPAY®, please follow the instructions on the Application Form. You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. Please note that should you choose to pay by BPAY® you do not need to submit the Application Form but are taken to have made the declarations on that Application Form.

It is your responsibility to ensure that your BPAY® payment is received by the share registry by no later than 5:00pm (AEDT) on the Closing Date. You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment and you should therefore take this into consideration when making payment. Any application monies received for more than your final allocation

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of Shares (only where the amount is $1.00 or greater) will be refunded. No interest will be paid on any application monies received or refunded.

Payment by Electronic Funds Transfer (EFT)

Alternatively, you can make your payment via EFT using the details set out in the Application Form. Multiple acceptances must be paid separately. You must use the unique reference number shown in your Application Form which is required to identify your holding. Please note that should you choose to pay by EFT you do not need to submit the Application Form but are taken to have made the declarations on that Application Form.

Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment and should therefore take this into consideration when making payment. You may also have your own limit on the amount that can be paid via EFT. It is your responsibility to check that the amount you wish to pay via EFT does not exceed your limit. Shareholders are responsible for making sure that any EFT payments are made in time to become cleared funds in the account before 5:00pm (AEDT) on the Closing Date.

You should note that:

  • (a) Your application for Shares will be unconditional and may not be withdrawn even if the market price of Shares has fallen.

  • (b) No brokerage or other transaction costs will be payable by Eligible Shareholders for the issue of the Shares under the Offer.

5.3 Payment terms

  • (a) Please do not send cash. Receipts for payment will not be issued. Application money will not bear interest under any circumstances. The Company may reject applications received after the Closing Date. You cannot withdraw or revoke your application once you have sent in an Application Form or paid via BPay® or electronic funds transfer.

  • (b) The effect of making an application, whether you pay directly via BPay® or electronic funds transfer or complete and return the Application Form, is set out in clause 7.

5.4 Where no action is required

If you do not wish to apply for Shares under the Offer, you do not need to take any action and the Offer will lapse on the Closing Date.

6. Participation by Custodians

6.1 Custodian Certificate

If on the Record Date you are a custodian as defined in the ASIC Instrument ( Custodian ) and you hold Shares on behalf of one or more persons resident in Australia or New Zealand as at the Record Date (each an Eligible Beneficiary ), you may apply for up to a maximum of $30,000 worth of Shares for each Eligible Beneficiary, subject to providing a custodian certificate on application for Shares pursuant to the Offer certifying:

  • (a) either or both of the following:

  • (i) that the Custodian holds Shares on behalf of one or more other persons ( Participating Beneficiaries ) that are not Custodians; and

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  • (ii) that another Custodian ( Downstream Custodian ) holds beneficial interests in Shares on behalf of one of more other persons (each a Participating Beneficiary ), and the Custodian holds the Shares to which those beneficial interests relate on behalf of the Downstream Custodian or another Custodian,

on the Record Date and that each Participating Beneficiary has subsequently instructed the Custodian, or the Downstream Custodian (as the case may be), to apply for Shares on their behalf under the Offer;

  • (b) details of the number of Participating Beneficiaries and the name and address of each Participating Beneficiary;

  • (c)

  • in respect of each Participating Beneficiary:

  • (i) where clause 6(a)(i) applies - the number of Shares that the Custodian holds on their behalf and the number or the dollar amount of Shares each Participating Beneficiary instructed the Custodian to apply for on their behalf; and

  • (ii) where clause 6(a)(ii) applies - the number of Shares to which the beneficial interests relate and the number or the dollar amount of Shares each Participating Beneficiary instructed the Downstream Custodian to apply for on their behalf;

  • (d) that there are no Participating Beneficiaries in respect of which the total of the application price for the following exceeds $30,000:

  • (i) the Shares applied for by the Custodian on their behalf under the Offer with the instructions referred to in clause 6(c); and

  • (ii) any other Shares issued to the Custodian in the 12 months before the application as a result of an instruction given by them to the Custodian or the Downstream Custodian to apply for Shares on their behalf under an arrangement similar to the Offer;

  • (e)

  • that a copy of this Offer document was given to each Participating Beneficiary; and

  • (f) where clause 6(a)(ii) applies – the name and address of each Custodian who holds beneficial interests in the Shares held by the Custodian in relation to each Participating Beneficiary.

6.2 Custodian’s reliance

In providing a custodian certificate under this clause 6, the Custodian may rely on information provided to it by the Participating Beneficiary and any Custodian who holds beneficial interests in the Shares held by the Custodian.

6.3 Participating Custodians

Custodians who wish to participate on behalf of one or more Eligible Beneficiaries should contact the Company’s share registry to obtain further information on how to apply, and obtain the form of custodian certificate. The completed certificate must be emailed to Automic at [email protected].

6.4 Trustees and nominees

If you hold Shares as a trustee or nominee for another person, but you are not a Custodian as defined above, you cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple single holdings set out in clause 5.1(c) apply.

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  1. Effect of making an application

If you pay directly via BPay® or electronic funds transfer or complete and return the Application Form you:

  • (a) represent and warrant that you are an Eligible Shareholder, that you have read and understood the Terms and Conditions, and that you irrevocably and unconditionally subscribe for the Shares in accordance with these Terms and Conditions;

  • (b) agree to be bound the Company’s constitution;

  • (c) acknowledge and agree that your application is irrevocable and unconditional (that is, that it cannot be withdrawn);

  • (d) acknowledge that the market price of Shares may rise or fall between the date of this Offer and the date the Shares are issued to you under the Offer, and that the Issue Price you pay for the Shares may exceed the market price of the Shares on the date they are issued to you under the Offer;

  • (e) represent and warrant that you will comply with all applicable foreign securities laws and acknowledge that failure to comply may result in violations of applicable securities laws;

  • (f) certify, acknowledge and agree that if you are applying on your own behalf (and not as a Custodian) that the total of the application price for the following does not exceed $30,000:

  • (i) the Shares the subject of the application;

  • (ii) any other Shares issued to you under the Offer or any similar arrangement in the 12 months before the application;

  • (iii) any other Shares which you have instructed a Custodian to acquire on your behalf under the Offer; and

  • (iv) any other Shares issued to a Custodian in the 12 months before the application as a result of an instruction given by you to the Custodian to apply for Shares on your behalf under an arrangement similar to the Offer;

  • (g) certify, acknowledge and agree that if you are a Custodian applying on behalf of an Eligible Beneficiary on whose behalf you hold Shares, that:

  • (i) you are a Custodian (as that term is defined in the ASIC Instrument);

  • (ii) you held Shares on behalf of an Eligible Beneficiary as at the Record Date who has instructed you to apply for Shares on their behalf under the Offer and that that Eligible Beneficiary has been given a copy of this document;

  • (iii) you are not applying for Shares on behalf of any Eligible Beneficiary with an application price of more than $30,000 under the Offer; and

  • (iv) the information in the Custodian Certificate submitted with your application form is true, correct and not misleading;

  • (h) authorise the Company (and each of its officers and agents) to correct any error in your Application Form and to complete the Application Form by inserting any missing details; and

  • (i) accept the risk associated with any refund that may be sent to you at your address

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as shown on the member register.

8. Issue of and quotation Shares

8.1 Issue of Shares

  • (a) The Shares issued under the Offer will be issued within 5 business days after the Closing Date.

  • (b) You will be issued a holding statement for the Shares issued to you under the Offer.

  • (c) All Shares issued under the Offer will rank equally with existing fully paid ordinary shares issued in the capital of the Company.

  • (d) Other terms and conditions, rights and obligations of and relating to Shares are contained in the Company’s constitution.

8.2 Quotation of Shares

The Company will apply to ASX for the quotation of the Shares issued under the Offer.

9. Oversubscription and scale back

9.1 Oversubscription

The Company reserves the right to accept oversubscriptions as it deems appropriate but not exceeding the threshold of $30,000 per holder under ASIC Instrument and not exceeding the threshold of 30% of the Shares on issue imposed under ASX Listing Rules 7.2 (Exception 5) and 10.12 (Exception 4) (if applicable), and otherwise in compliance with the Corporations Act and the ASX Listing Rules. The Company also reserves the right to place any shortfall to the Offer, subject to the receipt of any necessary shareholder or other regulatory approvals.

9.2 Scale back

The Company reserves the right to scale back your application for Shares under the Offer to the extent and in the manner it sees fit. If there is a scale back, you may receive less than the parcel of Shares for which you have applied.

9.3 Rounding

If an acceptance of oversubscription or a scale back produces a fractional number of Shares when applied to your parcel, the number of Shares you will be issued will be rounded down to the nearest whole number of Shares.

10. Dispute resolution

The Company may settle any difficulties, anomalies, or disputes which may arise in connection with the operation of the Plan and/or the Offer whether generally or in relation to any participant or any application for Shares in any manner it deems appropriate, and its decision shall be conclusive and binding on all participants and other persons to whom the determination relates.

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11. Variation, termination and waiver

  • 11.1 Variation

The Company reserves the right at any time to:

  • (a) amend or vary these Terms and Conditions;

  • (b) withdraw the Offer or suspend or terminate the Plan; and

  • (c) not accept an application, not issue Shares, or to issue Shares to a value less than that applied for under the Offer by an Eligible Shareholder (including a Custodian applying on behalf of its Participating Beneficiaries).

11.2 Notification to ASX

If the Company amends or varies the Terms and Conditions, or withdraws, suspends or terminates the Offer, it will notify ASX. The non-receipt of any such notice to ASX will not invalidate the amendment, variation, withdrawal, suspension or termination.

11.3 Refunds

  • (a) In the event of an acceptance of oversubscription or a scale back in accordance with clause 9, the difference between the value of the Shares you are issued (calculated using the Issue Price) and the application money you paid (only where the amount is $1.00 or greater) will be refunded to you by the Company, without interest, following the date the Shares are issued.

  • (b) If the Offer is withdrawn or terminated, all of your application monies will be refunded to you.

  • (c) No interest will be paid on any money returned to you.

11.4 Waiver

The Company reserves the right to waive strict compliance with any provision of these Terms and Conditions.

12. Governing law

  • (a) These Terms and Conditions are governed by the laws in force in Western Australia.

  • (b) Subject to clause 10, any dispute arising out of, or in connection with, these Terms and Conditions, or the Offer, will be determined by the courts of Western Australia. By accepting the Offer, you agree to submit to the non-exclusive jurisdiction of the courts in Western Australia.

15

All Registry Communication to:

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RocketDNA Ltd | ACN 618 678 701

GPO Box 5193, Sydney NSW 2001 1300 288 664 (within Australia) +61 2 9698 5414 (international) [email protected] www.automicgroup.com.au

[EntityRegistrationDetailsLine1Envelope] [EntityRegistrationDetailsLine2Envelope] [EntityRegistrationDetailsLine3Envelope] [EntityRegistrationDetailsLine4Envelope] [EntityRegistrationDetailsLine5Envelope] [EntityRegistrationDetailsLine6Envelope]

Holder Number: [HolderNumberMasked]

Record Date: 7.00pm (AEDT) on 29 October 2024

SHARE PURCHASE PLAN APPLICATION FORM

OFFER CLOSES 5:00PM (AEDT) 22 NOVEMBER 2024 (WHICH MAY CHANGE WITHOUT NOTICE)

This Offer entitles each Eligible Shareholder in RocketDNA Ltd (“ RocketDNA ” or “ the Company ”) to subscribe through the Company’s Share Purchase Plan ( SPP ) for a maximum of $30,000 worth of fully paid ordinary shares in the Company ( New Shares ). The Company announced the SPP to raise approximately $500,000. The SPP is open to all shareholders recorded as holding fully paid ordinary shares ( Shares ) on the Company’s Register as at the Record Date with a registered address in Australia or New Zealand. The issue price of the New Shares is $0.013 ( Price ).

1 SUBSCRIPTION

Eligible Shareholders may subscribe for any one of the following parcels ( subject to a maximum band or any scale back ) described below by paying the

applicable Subscription Amount in accordance with the payment instructions in section 2 of this Application Form:

Application Amount Number of New Shares
Offer A $30,000(maximum) 2,307,692
Offer B $25,000 1,923,076
Offer C $20,000 1,538,461
Offer D $15,000 1,153,846
Offer E $10,000 769,230
Offer F $7,500 576,923
Offer G $5,000 384,615
Offer H $2,500(minimum) 192,307

2 PAYMENT - YOU CAN PAY BY BPAY® OR ELECTRONIC FUNDS TRANSFER (EFT)

Payments must be made by BPAY® or by EFT and may not be made by cheque or money order. You do not need to return this Application Form.

Option A - BPAY® Option B – Electronic Funds Transfer (EFT)

Biller Code:[BPayBillerCd] The unique reference number which has been assigned to your
Application is: [HolderId]-[CorporateActionID]-[CompanyASXCode]
Funds are to be deposited in AUD currency directly to following bank account:
Account name:
Automic Pty Ltd
Account BSB:
[CreditAccountBsb]
Account number:[CreditAccountNumber]
Swift Code:
WPACAU2S

Ref No:[BPayCRN]
Please ensure you use the BPAY® details stated above as they
are unique for each Offer
.

Note: You do not need to return this form. Your BPAY® reference number or unique reference number will process your payment for your application for New Securities electronically.

IMPORTANT: You must quote your unique reference number as your payment reference/description when processing your EFT payment . Failure to do so may result in your funds not being allocated to your application and Shares subsequently not issued.

4 ELECT TO RECEIVE COMMUNICATIONS ELECTRONICALLY

If you have received this Application Form by post, you have not provided your email address or elected to receive all communications electronically.

We encourage you to elect to receive shareholder communications electronically to:

  • SCAN THE QR CODE TO VISIT

  • • Help the Company reduce its printing and mailing costs HTTPS://INVESTOR.AUTOMIC.COM.AU AND UPDATE YOUR COMMUNICATION

  • • Receive investor communications faster and more securely PREFERENCE

  • • Help the environment through the need for less paper.

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INSTRUCTIONS FOR COMPLETION OF THIS APPLICATION FORM

The right to participate in the SPP is optional and is offered exclusively to all Shareholders (including Custodians) who are registered as holders of fully paid ordinary shares in the capital of the Company on the Record Date with a registered address in Australia or New Zealand ( Eligible Shareholders ).

If the Company rejects or scales-back an application or purported applications, the Company will return to the Shareholder the relevant Application Monies (without interest; and only where the amount is $1.00 or greater).

HOW TO APPLY FOR SHARES UNDER THE SPP

1 Subscription

As an Eligible Shareholder, you can apply for up to a maximum of $30,000 worth of Shares. Eligible Shareholders can select one of the parcels prescribed overleaf.

In order to comply with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, the maximum value of Shares each Eligible Shareholder (irrespective of the size of their shareholding) may apply for under this Offer is $30,000 (including through joint holding(s), multiple share accounts or any holding in which they have a beneficial interest/s). This limit will apply even if you receive more than one offer from the Company (for example, because you are a joint holder of Shares or because you hold more than one shareholding under separate share accounts).

If the Company receives an amount that does not equal one of the amounts specified overleaf the Company may accept the payment at their discretion and refund any excess Application Money (without interest; and only where the amount is $1.00 or greater) to the Eligible Shareholder. If the Company receives a subscription of over $30,000 worth of Shares by an Eligible Shareholder through multiple applications or joint holdings, the Company may refund any excess Application Money (without interest; and only where the amount is $1.00 or greater) to the Eligible Shareholder.

Any application made under the SPP Offer is not guaranteed to result in the Eligible Shareholder receiving any Shares that have been applied for. Applications may be scaled back at the absolute discretion of the Company.

2 Payment

By making a payment via BPAY or EFT, you agree that it is your responsibility to ensure that funds are submitted correctly and received by Automic Share Registry by the closing date and time. Payment must be received by the Share Registry by 5:00pm (AEDT) on the closing date.

It is your responsibility to ensure your CRN or unique Payment Reference is quoted, as per the instructions in Section 2. If you fail to quote your CRN or unique Payment Reference correctly, Automic may be unable to allocate or refund your payment. If you need assistance, please contact Automic.

Payment by BPAY®: You can make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. To BPAY® this payment via internet or telephone banking use your reference number on this Form. Multiple acceptances must be paid separately.

Payment by EFT: You can make a payment via Electronic Funds Transfer “EFT”. Multiple acceptances must be paid separately. Please use your unique reference on this Form. This will ensure your payment is processed correctly to your application electronically.

Applicants should be aware of Automic’s financial institution’s cut off-time, their own financial institution’s cut-off time and associated fees with processing a funds transfer. It is the Applicant’s responsibility to ensure funds are submitted correctly by the closing date and time, including taking into account any delay that may occur as a result of payments being made after 5pm (Sydney time) and/or on a day that is not a business day (payment must be made to be processed overnight). You do not need to return this Form if you have made payment via BPAY® or EFT. Your reference number will process your payment to your application electronically and you will be deemed to have applied for such shares for which you have paid.

3 Elect to receive communications electronically

As a valued shareholder, the Company encourages shareholders to elect to receive their shareholder communications electronically. This will ensure you receive all future important shareholder communications in a faster and more secure way and reduce the environmental footprint of printing and mailing.

IMPORTANT INFORMATION

  1. This is an important document which requires your immediate attention. If you are in any doubt as to how to deal with this Application Form, please consult a professional adviser.

  2. If you do not wish to purchase Shares under the SPP, there is no need to take action.

  3. Please ensure you have read and understood the terms and conditions of the SPP in the Offer Booklet accompanying this Application Form and this section entitled "Important Information" before making payment by BPAY® or EFT.

  4. The offer for Shares under the SPP is non-renounceable. Applications can only be accepted in the name printed on the Application Form.

  5. If you are a custodian, trustee or nominee within the meaning of “Custodian” as defined in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, you must complete and submit an additional certificate that contains further certifications and details ( Custodian Certificate ) that must be provided before your application will be received. The Custodian Certificate can be obtained by contacting the Share Registry on the telephone number set out below. Applications received by Custodians that are not accompanied by the Custodian Certificate will be rejected. A completed Custodian Certificate must be emailed to: [email protected] , failure to do so will result in the Application being rejected.

  6. For applicants that are not required to complete the Custodian Certificate, by making payment by BPAY® or EFT, you certify that the aggregate of the payment paid by you for:

  7. the parcel of Shares indicated on this Application Form; and

  8. any other Shares applied for by you, or which you have instructed a custodian to acquire on your behalf under the SPP or any other similar arrangement in the 12 months prior to making payment by BPAY® or EFT does not exceed A$30,000.

  9. The maximum subscription limitation of A$30,000 will apply even if you have received more than one Application Form (whether in respect of a joint holding or because you have more than one holding under separate security accounts).

  10. You are not guaranteed to receive any Shares that you have applied for and the Company may, in its absolute and sole discretion:

    • a. scale back any applications made; and

    • b. reject your application, without limit.

  11. By making payment of application monies, you certify that:

  12. you wish to apply for Shares under the SPP as indicated on this Application Form and acknowledge that your application is irrevocable and unconditional;

  13. • you received a copy of the Offer Booklet and you have read and understood the terms and conditions of the SPP;

  14. you agree to be bound by the Constitution of the Company and the terms and conditions in the Offer Booklet;

  15. you agree to accept any lesser number of Shares than the number of shares applied for; and

  16. you are not in the United States and are not acting for the account or benefit of a person in the United States and have not sent any offering materials relating to the SPP offer to any person in the United States.

If you require further information about the Offer, please contact Automic line on 1300 288 664 or +61 2 9698 5414 between 8:30am and 7:00pm (Sydney time), Monday to Friday or email [email protected].