ROCKETDNA LTD. — Capital/Financing Update 2024

Oct 29, 2024

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ASX Announcement

RocketDNA Raises $2.5m to Drive Expansion in Autonomous Drone Solutions

HIGHLIGHTS

• RocketDNA has received firm commitments for a placement of Shares to raise a total of $2.5m

• Additionally, the Company is proceeding with a Share Purchase Plan (SPP) to eligible shareholders to raise a target of $500k

• Capital to be allocated to xBot® production to meet future demand for deployment in mining, security, and infrastructure

• Funds are intended to accelerate the development of the "Drone as First Responder" (DFR) program and phase 2 of the xBot® platform, opening up further growth in mining, law enforcement, and public safety markets

• Strengthening the balance sheet will enhance working capital, support debt reduction, and position RocketDNA for larger contracts

• The raise supports RocketDNA’s momentum to help expand its market reach across a number of sectors

30 October 2024, RocketDNA Ltd (ASX: RKT ) ( RocketDNA or the Company ), a technology service company that leverages AI and Autonomous Drones to provide mission-critical services for enterprise customers, is pleased to announce it has received firm commitments for a placement of fully paid ordinary shares in the Company ( Shares ) to professional and sophisticated investors to raise a total of $2.5m (before costs) at an issue price of $0.013 per Share (1.3 cents) ( Placement ).

The Company has also resolved to proceed with raising a target of $500k by offering Shares to existing eligible shareholders with a registered address in Australia or New Zealand via the opportunity to participate in a Share Purchase Plan ( Plan ).

It is intended that circa 192.3m Shares will be issued under the Placement. Placement shares will rank equally with the Company’s existing ordinary shares on issue. The Placement will take place by way of two tranches:

• Tranche 1 of the Placement, comprising ~124m Shares, will fall within the Company’s placement capacity under ASX Listing Rule 7.1 and 7.1A (7.1 – 58.4m Shares and 7.1A – 65.6m Shares ( Tranche 1 ).

• Tranche 2 of the Placement, comprising ~68.3m Shares, will be issued subject to shareholder approval at a general meeting of shareholders expected to take place in December 2024 ( Tranche 2 ). In addition, 5,000,000 unlisted options, exercisable at $0.0195 (1.95 cents) per option expiring December 2027, will be issued subject to shareholder approval at the same general meeting ( Lead Manager Options ).

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The RocketDNA Board of Directors intends to participate via tranche 2 for $30,000, in addition to participating via the Share Purchase Plan.

Major shareholder Altor Capital intends to participate in Tranche 2 for approximately $500k. This will remove all the existing unsecured debt with Altor Capital. Post completion of the capital raising the company will have approximately $3.5m cash (after costs) excluding an SPP proceeds and an undrawn, unsecured $1m debt facility with Altor.

Use of Funds

The Company intends to use funds raised under the Plan primarily to facilitate the following:

• 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.

Morgans Corporate Limited acted as Lead Manager to the Placement and will receive a 6% fee on funds raised, along with the Lead Manager Options.

Share Purchase Plan (SPP)

The Plan will be launched in recognition of the continued support of our existing shareholders. The details of the Plan are as follows:

• The Plan entitles eligible shareholders to purchase up to $30,000 worth of Shares at a per Share issue price of A$0.013 (1.3 cents), the same issue price as for Shares under the Placement ( Issue Price ).

• The Plan Shares issued to Eligible Shareholders will be issued pursuant to ASX Listing Rule 7.2 (exception 5) and will not utilise any of the Company’s placement capacity under Listing Rules 7.1 and 7.1A.

• 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) and an 18.75% discount to the closing price of the Company Shares on 29 October.

• Eligible shareholders in Australia and New Zealand will have a choice of subscribing for Shares in a parcel with a dollar amount of A$2,500, A$5,000, A$7,500, A$10,000, A$15,000, A$20,000, A$25,000 or A$30,000.

• The Company reserves the right to accept oversubscriptions or to scale back applications at its discretion.

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The proposed timetable for the Plan is detailed below; however, the Directors reserve the right to vary the dates and times without notice.

Plan key dates	Event	Description
Tuesday, 29 Oct 2024	Record Date	Date on which the Company determined the
		eligible shareholders.
Wednesday, 30 Oct	Announcement	Share Purchase Plan announced and
2024		Appendix 3B lodged
Friday, 8 Nov 2024	Opening Date	Share Purchase Plan opens
Friday, 8 Nov 2024	Dispatch Plan	Share Purchase Plan offer materials
	Documentation	dispatched to eligible shareholders
Friday, 22 Nov 2024	Closing Date	Share Purchase Plan closes. Applications
		must be received by 5pm AEDT on the
		Closing Date
Wednesday, 27 Nov	Announcement	Announcement of results and Appendix 2A
2024		lodged
Wednesday, 27 Nov	Issue Date	Shares issued
2024

Registered holders of fully paid ordinary shares in the Company at 7pm (AEDT) on Tuesday, 29 October 2024, with a registered address in either Australia or New Zealand will be eligible to participate in the Plan. However, investors who hold their shares via Australian or New Zealand nominees but are not themselves residents of Australia or New Zealand will not be eligible to participate in the Plan. In particular, US residents will not be able to participate.

The Plan is also being offered to eligible shareholders who are custodians to participate in the Plan on behalf of eligible beneficiaries, subject to the terms and conditions of the Plan, which will be set out in the Plan offer document.

The issue of Shares under the Plan is not underwritten and will not require shareholder approval.

Full details of the Plan, including the terms and conditions of the offer and an application form will be sent to eligible shareholders on or around Friday, 8 November 2024. Eligible shareholders are encouraged to read this information before applying to participate in the Plan.

-ENDS-

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

For more information, please contact:

Christopher Clark Mark Flynn Managing Director & CEO Investor Relations contact@rocketdna.com investors@rocketdna.com +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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