Options Prospectus Terms And Conditions

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Before downloading, printing or viewing the Prospectus, please carefully read this information. By accessing the Prospectus (by clicking on the link below) you agree to and acknowledge that you have read and accept these terms and conditions of access. The information on this page is not part of the Prospectus. If you do not understand it, you should consult your professional adviser without delay.

Important Notice

One Click Group Limited ACN 616 062 072 (Company) has lodged a prospectus dated [6] December 2024 (Prospectus) with the Australian Securities and Investments Commission (ASIC) in respect of the offers (Offers) of:

(a) up to 401,234,568 free-attaching options to acquire fully paid ordinary shares in the capital of the Company (Shares) exercisable at $0.01 on or before the date that is 3 years from the date of issue (Options) to participants of the Company’s placement to sophisticated, institutional and professional investors announced on 17 October 2024 (Placement) on the basis of one Option for every Share subscribed for and issued under the Placement (Placement Offer); and

(b) up to 50,000,000 Options to Euroz Hartleys Limited (or its nominees) in consideration for lead manager services provided in relation to the Placement (Broker Offer).

The Company has specified a target market (Target Market) for investors under the Offers, which is set out in the target market determination available at TMD. The Prospectus can only be accessed by investors in the TMD.

The Prospectus and TMD are an important document which should be read in its entirety. If, after reading the Prospectus you have questions about the Offers, TMD or any other matter, please contact your professional advisers without delay.

Neither ASIC nor ASX Limited, nor any of their respective officers, take any responsibility for the contents of the Prospectus or the merits of the investment to which the Prospectus relates.

The electronic copy of the Prospectus available on this website does not constitute an offer of, or an invitation to subscribe for, any securities. You may print out a hard copy of the Prospectus from this website or copy the electronic Prospectus on this website into an electronic file for your personal use only. You must not alter the contents of this electronic file in any way.

Alternatively, you may obtain a hard copy of the Prospectus free of charge by contacting the Company by phone on + 61 8 9389 3160 during office hours or by emailing the Company at [email protected].

To the extent permitted by law, the Company is not liable for any loss incurred from accessing or downloading the Prospectus from this website, including, but not limited to, data corruption or download.

Applications

  • Placement Offer: The Placement Offer is only being extended to participants in the Placement (as identified in the Prospectus). Applications for Options under the Placement Offer must only be made by participants in the Placement using the application form to be provided by the Company and attached to or accompanying this Prospectus. An application form and instructions on how to apply for Options under the Placement Offer will only be provided to the participants in the Placement in accordance with the terms of the Prospectus.
  • Broker Offer: The Broker Offer is only being extended to Euroz Hartleys Limited (or its nominees) (the Brokers). Applications for Options under the Broker Offer must only be made by the Brokers using the application form to be provided by the Company and attached to or accompanying this Prospectus. An application form and instructions on how to apply for Options under the Broker Offer will only be provided to the Brokers in accordance with the terms of the Prospectus.

The Corporations Act 2001 (Cth) prohibits any person from passing onto another person an application form unless it is attached to or accompanied by a complete and unaltered version of the Prospectus.

The Company reserves the right not to accept an application form from a person if it has reason to believe that when that person was given access to the electronic application form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

If an application form is not completed correctly or if the accompanying payment is the wrong amount, the Company may, in its discretion, still treat the application form to be valid. The Company’s decision to treat an application as valid and how to construe, amend or complete the application form, will be final.

No Advice

Nothing contained on this website or in the Prospectus constitutes investment, legal, business, tax or other advice. In particular, the information on this website and in the Prospectus does not take into account your financial or investment objectives, financial situation or particular needs. In making an investment decision, you must rely on your own examination of the Company, the securities being offered for and the terms of the offering, including the merits and risks involved. You should consult your professional advisers for investment, legal, business, tax or other advice.

Persons to whom Offers is available

For legal reasons, the electronic version of the Prospectus accessible through this website is available to persons accessing this website from within Australia only. If you are accessing this website from anywhere outside Australia, please do not download the electronic version of the Prospectus.

The Prospectus does not constitute an offer, or invitation to apply for, of securities in any jurisdiction where, or to any person to whom, it would not be lawful to issue the Prospectus or to make the offer or invitation.

The distribution of the Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of the Prospectus should observe any of these restrictions. In particular, the Prospectus may not be distributed in the United States or elsewhere outside Australia, except to institutional and professional investors in transactions exempt from local prospectus or registration requirements or investors who can participate in compliance with applicable securities laws. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. The return of a completed application form will be taken by the Company to constitute a representation and warranty by you that you have complied with these restrictions.

It is the responsibility of any applicant outside Australia to ensure compliance with all laws of any country relevant to their applications, and any such applicant should consult their professional advisers as to whether any government or other consents are required, or whether any formalities need to be observed to enable them to apply for and be allotted any securities.