DC Two : Proposed issue of securities - DC2

Announcement Summary

Entity name

DC TWO LIMITED

Announcement Type New announcement

Date of this announcement 2/5/2022

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

Proposed +issue date 6/5/2022

Refer to next page for full details of the announcementPart 1 - Entity and announcement details

1.1 Name of +Entity

DC TWO 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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type ACN

Registration Number 155473304

1.3 ASX issuer code DC2

1.4 The announcement isNew announcement

1.5 Date of this announcement 2/5/2022

1.6 The Proposed issue is:

A placement or other type of issuePart 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis?

Yes

7A.1a Conditions

Approval/Condition +Security holder approval

Date for determination 30/6/2022

Is the date estimated or actual?

** Approval received/condition met?

Estimated

No

Comments

Up to 24.97m fully paid ordinary shares may be issued on conversion of the Face Value of the T2 Notes and Dir Loan Notes, subject to shareholder approval.

Number of shares the Notes, Dir Loans and Interest Shares will convert into is based on a 20% discount to the 20-Day VWAP with a floor price of 5c, and also subject to a max conversion price of 15c. This appendix reflect the max number of shares that may be issued.

Conversion of the Dir Loans to con notes is subject to shareholder approval.

Up to 7,946,118 Interest Shares may be issued if the Company elects to settle the interest on the Notes of 12% through the issue of Shares at maturity at the conversion price, subject to shareholder approval.

Up to 17.51m unlisted options ex at 11c each exp 2 years after the date of issue, to be issued on conversion of the Notes, subject to shareholder approval.

4m unlisted options ex at 11c each exp 2 years after the date of issue as part of corp adv fee, subject to shareholder approval.

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)?

Will the proposed issue of this +security include an offer of attaching +securities?

Yes

New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)Have you received confirmation from Will the entity be seeking quotationASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1?

Yes

ASX +security code

New class-code to be confirmed

CONVERTIBLE NOTES (Tranche 1)

+Security type

+Convertible debt securities

of the 'new' class of +securities on ASX?

No

+Security description

Number of +securities proposed to be issued 502,500

Offer price details

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

Yes

In what currency is the cash	What is the issue price per
consideration being paid?	+security?
AUD - Australian Dollar	AUD 1.00000

Will all the +securities issued in this class rank equally in all respects from their issue date?

Yes

+Convertible debt securities details

These securities are: Convertible

Type of security Convertible note or bond

+Security currency AUD - Australian Dollar

Interest rate type Fixed rate

Frequency of coupon/interest payments per year

Quarterly

Interest rate per annum Proposed issue of securities

Face value

AUD 1.0000

First interest payment date

6/8/2022

Is the interest rate per annum 4 / 13

Interest rate per annum 12.00000 %

s128F of the Income Tax Assessment Act status applicable to the +security s128F exemption status unknown

Is the +security perpetual (ie. no maturity date)?

No

Select other features applicable to the +security

None of the above

Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)?

Is the interest rate per annum estimated at this time?

No

Maturity date 28/4/2024

No

Details of the type of +security that will be issued if the securities are converted, transformed or exchanged

DC2 : ORDINARY FULLY PAID

Number of +securities that will be issued if the +securities are converted, transformed or exchanged (including, if applicable, any interest)

10,050,000

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Refer to the announcement dated 2 May 2022.

Attaching +Security

Is the proposed attaching 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)?

New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issuedISIN Code (if Issuer is a foreign company and +securities are non CDIs)Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class ofof the proposed +securities are appropriate and equitable under listing rule 6.1?

Yes

ASX +security code Proposed issue of securities

+securities on ASX?

No

+Security description 5 / 13