Dotz Nano : Cleansing Prospectus

For personal use only

Dotz Nano Limited

ACN 125 264 575

Cleansing Prospectus

This Prospectus is being issued for an offer of 100 Shares at an issue price of $0.40 per Share.

This Prospectus has been prepared for the purposes of section 708A(11) of the Corporations Act, to remove trading restrictions on Shares issued prior to the Closing Date.

This is an important document and requires your immediate attention. It should be read in its entirety. If you are in doubt about what to do, you should consult your professional adviser without delay.

The Shares offered in connection with this Prospectus are of a speculative nature.

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Table of contents

Important Information

3

only	Corporate Directory	4
	Indicative Timetable	5
	1.	Details of the Offer	6
	2.	Risk factors	12
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3.	Effect of the Offer	19
4.	Additional information	21
5.	Authorisation	32
6.	Glossary of Terms	33
For personal

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Important Information

This Prospectus is dated 20 December 2021 and was lodged with the ASIC on that date with the consent of all Directors. Neither ASIC nor ASX nor their respective officers take any responsibility for the contents of this Prospectus.

No Shares will be issued on the basis of this Prospectus any later onlythan 13 months after the date of this Prospectus (being the expiry

date of this Prospectus). The Company will apply for Official Quotation by ASX of the Shares offered by this Prospectus.

A copy of this Prospectus is available for inspection at the registered office of the Company at Level 14, 330 Collins Street, Melbourne, Victoria, during normal business hours. The Company will provide a copy of this Prospectus to any person on request. The Company will also provide copies of other documents on request (see Section 4.3). The Offer is only available to those who are personally invited to accept the Offer. Applications for Shares under the Offer can only be submitted on an original Application Form which accompanies this Prospectus.

usePotential investors should be aware that subscribing for Shares in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 2 of this Prospectus.

These risks, together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Shares in the future. Accordingly, an investment in the Company should be considered highly speculative. Investors should consider consulting their

personalprofessional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document c mes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws. This Prospectus does not constitute an offer of Shares in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus.

This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential

Forinvestors may consult.

Definitions of certain terms used in this Prospectus are contained in Section 6. All references to currency are to Australian dollars and all references to time are to AEST unless otherwise indicated. Revenues and expenditures disclosed in this Prospectus are recognised exclusive of the amount of goods and services tax, unless otherwise disclosed.

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For personal use only

Corporate Directory

Directors
Bernie Brookes AM	Chairman
Gideon Shmuel	CEO & Executive Director
Doron Eldar	Non-Executive Director
Garry Browne AM	Non-Executive Director
Kerry Harpaz	Non-Executive Director
Ian Pamensky	Non-Executive Director
Company Secretary
Ian Pamensky
Registered Office	Share Registry*
Level 14	Automic Registry Services
330 Collins Street	Level 5, 126 Phillip Street
MELBOURNE VIC 3000	Sydney NSW 2000
	Tel (within Australia): 1300 288 664
Phone: [phone]	Tel (outside Australia): [phone]
Email:[e-mail]
Website: www.dotz.tech
Lawyers
HWL Ebsworth Lawyers
Level 20, 240 St Georges Terrace
Perth WA 6000
ASX Code: DTZ

• This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus.

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For personal use only

Indicative Timetable

Event	Date
Lodgement of Prospectus with ASIC and ASX	20 December 2021
Lodgement of Appendix 3B with ASX	20 December 2021
Opening Date of Offer	20 December 2021
Closing Date of Offer	22 December 2021

These dates are indicative only and subject to change. Subject to the Corporations Act and the Listing Rules, the Directors reserve the right to vary these dates, including the Closing Date, without prior notice.

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