MOQ : Entitlement Offer Booklet - confirmation of dispatch

For personal use only

8 March 2022

Dispatch of Entitlement Offer Booklet

MOQ Limited (ASX:MOQ) ("Company") advises that in accordance with the indicative Entitlement Offer timetable disclosed to the ASX in the announcement dated Monday, 28 February 2022, dispatch of the Entitlement Offer Booklet and personalised Entitlement & Acceptance Form to all eligible shareholders was completed today.

Eligible shareholders are invited to participate in the entitlement offer on the basis of 1 new fully paid ordinary share in the Company (New Share) being offered to shareholders at an issue price of $0.05 per New Share (Offer Price) for every existing 1.5879 shares in the Company held as at 7:00pm (Sydney time) on Thursday, 3 March 2022 (Record Date), to raise up to approximately $6.0 million before costs and subject to rounding.

The Entitlement Offer includes a "top up facility", under which eligible shareholders (other than directors and related parties of MOQ) who fully subscribe for their entitlement under the Entitlement Offer will also have the right to apply for New Shares not subscribed for by other eligible shareholders under the Entitlement Offer at the Offer Price.

To participate in the Entitlement Offer, Eligible Shareholders can follow the instructions on their personalised Entitlement & Acceptance Form.

In accordance with ASX Listing Rule 7.7.1(b) the Company also dispatched a letter to ineligible shareholders.

A copy of the Entitlement Offer Booklet and letter to ineligible shareholders are enclosed with this announcement.

This announcement has been authorised by the MOQ Limited Board of Directors.

If you have any queries, please contact:

Peter Ward, CEO & Executive Director [phone] [e-mail]

Brett Bergheim, CFO [phone] [e-mail]

MOQ Limited

G.01, 3-5 West Street

North Sydney NSW 2060

For personal use only

Entitlement Offer Booklet

1. 1 FOR 1.5879 PARTIALLY UNDERWRITTEN PRO-RATANON-RENOUNCEABLE ENTITLEMENT OFFER OF ORDINARY SHARES IN MOQ LIMITED AT $0.05 PER NEW SHARE TO RAISE APPROXIMATELY $6 MILLION

OFFER CLOSES AT 5:00PM (SYDNEY TIME) ON FRIDAY, 18 MARCH 2022

This is an important document that requires your immediate attention. This document and the accompanying personalised Entitlement and Acceptance Form should be read in their entirety. This document is not a prospectus under the Corporations Act 2001 (Cth) and has not been lodged with the Australian Securities and Investments Commission.

If you have any questions about the Entitlement Offer, you should seek advice from your stockbroker, accountant or other independent professional adviser.

If you have any questions in respect of the application process you can call the Share Registry on 1300 288 664 (within Australia) or [phone] (outside Australia) at any time between 8:30am and 5:00pm (Sydney time) on Monday to Friday during the Entitlement Offer period.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

For personal use only

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Important Notices

Defined terms used in these important notices have the meaning given in this Offer Booklet.

This Offer Booklet is dated Tuesday, 8 March 2022.

The Entitlement Offer is made in accordance with section 708AA of the Corporations Act. This Offer Booklet does not contain all of the information which an investor may require to make an informed investment decision.

The information in this Offer Booklet does not constitute financial product advice and does not take into account your investment objectives, financial situation or particular needs.

This Offer Booklet should be read in its entirety before you decide to participate in the Entitlement Offer. This Offer Booklet is not a prospectus or other disclosure document under the Corporations Act and has not been lodged with ASIC.

By paying for your New Shares through BPAY® or EFT in accordance with the instructions on the Entitlement and Acceptance Form, you acknowledge that you have read this Offer Booklet and you have acted in accordance with and agree to the terms of the Entitlement Offer set out in this Offer Booklet.

Future performance and forward looking statements

This Offer Booklet contains certain forward looking statements and comments about future events, including MOQ's expectations about the performance of its businesses and the effect of the funds raised under the Entitlement Offer on its business. Forward looking statements can generally be identified by the use of forward looking words such as, "expect", "anticipate", "likely", "intend" and other similar expressions.

You are cautioned not to place undue reliance on any forward looking statement. While due care and attention has been used in the preparation of forward looking statements, forward looking statements, opinions and estimates provided in this Offer Booklet are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends which are based on interpretations of current market conditions. Forward looking statements may involve known and unknown risks, uncertainties and other factors, many of which are outside the control of MOQ, including the risk factors described in the "Key Risks" section of this Offer Booklet. MOQ disclaims any intent or obligation to update publicly any forward looking statements, whether as a result of new information, future events or results or otherwise.

Past performance

Investors should note that the past performance of MOQ, including past share price performance, provides no guarantee or guidance as to future performance, including MOQ's future financial position or share price performance.

No overseas offering

This Offer Booklet and the accompanying Entitlement and Acceptance Form do not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such offer or invitation. In particular, this Offer Booklet does not constitute an offer to Ineligible Shareholders and may not be distributed in the United States and the New Shares may not be offered or sold, directly or indirectly, to persons in the United States.

This Offer Booklet is not to be distributed, and no offer of New Shares is to be made, in countries other than Australia and New Zealand.

No action has been taken to register or qualify the Entitlement Offer, the Entitlements or the New Shares, or otherwise permit the public offering of the New Shares, in any jurisdiction other than Australia and New Zealand.

The distribution of this Offer Booklet (including an electronic copy) outside Australia and New Zealand is restricted by law. If you come into possession of the information in this Offer Booklet, you should observe such restrictions and should seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws.

For personal use only

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New Zealand

The New Shares are not being offered to the public within New Zealand other than to existing shareholders of MOQ with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021.

This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

Offer not made in the United States

This Offer Booklet, and any accompanying ASX announcements and the Entitlement and Acceptance Form do not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. Neither this Offer Booklet nor the Entitlement and Acceptance Form may be distributed or released in the United States. The New Shares offered in the Entitlement Offer have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (U.S. Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Entitlements may not be taken up by, and the New Shares may not be offered or sold, directly or indirectly to persons in the United States or persons who are acting for the account or benefit of a person in the United States unless they have been registered under the U.S. Securities Act (which MOQ has no obligation to do so or procure) or in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable U.S. state securities laws. The New Shares to be offered and sold in the Entitlement Offer may only be offered and sold outside the United States in "offshore transactions" (as defined in Rule 902(h) under the U.S. Securities Act) in compliance with Regulation S under the U.S. Securities Act.

No representations

No person is authorised to give any information or to make any representation in connection with the Entitlement Offer which is not contained in this Offer Booklet. Any information or representation in connection with the Entitlement Offer not contained in the Offer Booklet may not be relied upon as having been authorised by MOQ or any of its officers.

Risks

Refer to the "Key Risks" section included in section 2.11 of this Offer Booklet for a summary of general and specific risk factors that may affect MOQ.

Times and dates

Times and dates in this Offer Booklet are (except where historical) indicative only and subject to change. All times refer to Sydney, Australia time.

Currency

Unless otherwise stated, a reference to dollars ($) or cents (¢) in this Offer Booklet is a reference to Australian currency.

Trading New Shares

MOQ will have no responsibility and disclaims all liability (to the maximum extent permitted by law) to you if you trade New Shares you believe will be issued to you before you receive your holding statement, whether on the basis of confirmation of the allocation provided by MOQ or the Share Registry or failure to maintain your updated details on the Share Registry or otherwise.

If you are in any doubts as to these matters, you should seek advice from your stockbroker, accountant or other independent professional adviser.

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Contents

For personal use only

Important Notices...........................................................................................................	2
Chairman's letter............................................................................................................	5
Summary of the Entitlement Offer ................................................................................	8
Key dates for the Entitlement Offer ..............................................................................	8
1	Overview of the Entitlement Offer ....................................................................	10
2	How to apply ......................................................................................................	14
3	ASX Offer Announcements...............................................................................	21
4	Important information .......................................................................................	26
5	Glossary .............................................................................................................	30
6	Corporate directory ...........................................................................................	32