JATCORP LIMITED — Capital/Financing Update 2022

Aug 25, 2022

JATCORP LIMITED ACN 122 826 242

SUPPLEMENTARY PROSPECTUS

This is a supplementary prospectus dated 26 August 2022 to the prospectus dated 15 August 2022 (“Prospectus”).

Neither the ASIC nor ASX take any responsibility for the content of this Supplementary Prospectus. A copy of this Supplementary Prospectus was lodged with the ASIC on 26 August 2022. This Supplementary Prospectus must be read together with the Prospectus. Other than as set out below, all details in relation to the Prospectus remain unchanged. Terms and abbreviations defined in the Prospectus have the same meaning in this Supplementary Prospectus. All references to ‘the Prospectus’ in this Supplementary Prospectus are references to the Prospectus. To the extent of a conflict between the Prospectus and this Supplementary Prospectus, this Supplementary Prospectus will prevail. This Supplementary Prospectus is available electronically, copies of which can be downloaded from the website of the Company at www.jatcorp.com This is an important document and should be read in its entirety. If you do not understand it, you should consult your professional advisers without delay.

Reason for the Supplementary Prospectus

This Supplementary Prospectus has been prepared to include an additional amount of 35,762,834 Options which were omitted from the Prospectus.

As the content of this Supplementary Prospectus is not considered by the Company to be materially adverse to investors, no action needs to be taken by investors.

Correction to the Prospectus

The front page of the prospectus is amended by adding paragraph (d) as follows:

For the offer of:

• (a) 275,500,000 Options ( Placement Options ) to sophisticated and professional investors who participated in the placement announced by the Company on 31 March 2022 ( Placement ), exercisable at $0.032 each on or before two (2) years from the date of issue ( Placement Options Offer ). No funds will be raised from the issue of the Placement Options;

• (b) 321,087,429 Options to participants in the pro rata non-renounceable nonunderwritten rights completed on 29 June 2022 ( Rights Issue ) exercisable at $0.032 and expiring on the same date as the Placement Options and are the same class

as the Placement Options ( Rights Options Offer ). No funds will be raised from the issue of the Rights Options;

• (c) 240,000,000 Options ( Lead Manager Options ) to the Lead Manager (or its nominees) exercisable at $0.032 and expiring on the same date as the Placement Options and are the same class as the Placement Options. No funds will be raised from the issue of the Lead Manager Options ( Lead Manager Options Offer ); and

• (d) 35,762,834 Options ( Shortfall Options ) to participants in the shortfall of the Rights Issue exercisable at $0.032 and expiring on the same date as the Placement Options and are the same class as the Placement Options ( Shortfall Options Offer ). No funds will be raised from the issue of the Rights Options;

(together, the Offers ).

1.1 Section 1.1 is amended as follows:

Timetable

imetable
Lodgement of Prospectus with ASIC and ASX	15 August 2022
OpeningDate	22 August 2022
Closing Date	15 September 2022
Issue of PlacementandRights Options	24 August 2022
Lodgement of Supplementary Prospectus with ASICand ASX	26 August 2022
Issue of Shortfall Options	29 August 2022
Quotation of Placement and Rights Options	30 August 2022
Issue of LeadManagerOptions*	2September 2022

• The issue of the Lead Manager Options remains subject to shareholder approval in general meeting, with a shareholder meeting proposed to be held on 1 September 2022.

Section 1.2.2 is amended to include the Shortfall Options

1.1.2 Rights Issue

On 6 July 2022, the Company completed a pro rata non-renounceable non-underwritten rights issue offer of New Shares including placement of shortfall shares ( Shortfall Shares ) to Eligible Shareholders to subscribe for 1 New Share for every 6 Shares held at on the Record Date of 14 June 2022 ( Rights Issue ). Shareholders who took up their entitlements ( Rights Issue Participants ) and subscribers to the Shortfall Shares received 1 free option ( Rights Option ) for every 1 New Share issued, each Rights Option being exercisable at $0.032 and expiring on the same date as the Placement Options. The number of Rights Options to be issued will be 321,087,429 and the number of Shortfall Options will be 35,762,834 and each are the same class as the Placement Options. No funds will be raised from the issue of the Rights Options.

Shares issued upon exercise of the Rights Options and Shortfall Options offered under this Prospectus will rank equally with the Shares on issue at the date of this Prospectus. Please refer to Section 4.2 for further information regarding the rights and liabilities attaching to the Shares.

Clause 2.2 is included to read as follows:

2.2 The Rights Options Offer

The Rights Options Offer and the Shortfall Option Offer is an offer of 1 free Rights Option for every 1 new Share issued, each Rights Option being exercisable at $0.032 and expiring on the Placement Options Expiry Date. The number of Rights Options to be issued will be 321,087,429 and the number of Shortfall Options will be 35,762,834 and each are the same class as the Placement Options. No funds will be raised from the issue of the Rights Options.

Shares issued upon exercise of the Rights Options and Shortfall Options offered under this Prospectus will rank equally with the Shares on issue at the date of this Prospectus. Please refer to Section 4.2 for further information regarding the rights and liabilities attaching to the Shares.

Clause 3.3 is amended to read as follows:

3.3 Effect on capital structure

The effect of the Offers on the capital structure of the Company, assuming all Options offered under the Prospectus are issued, is set out below.

Shares

	Number
Shares currently on issue	2,497,951,839
Shares to be issued under the Prospectus	Nil
Total Shares on issue after completion of the Offers	2,497,951,839

Options

	Number
Unquoted Options on issue at date of Prospectus	206,325,557
Options to be issued pursuant to the Placement Options	275,500,000
Offer
Options to be issued pursuant to the Rights Options Offer	321,087,429
Options to be issued pursuant to the Shortfall Offer	35,762,834
Options to be issued pursuant to the Lead Manager	250,000,000
Options Offer
Total Options on issue after completion of the Offers1	1,088,675,834

Performance Rights

	Number
Performance Rights exercisable at nil consideration	10,000,000

The capital structure on a fully diluted basis as at the date of this Prospectus would be 2,714,277,396 Shares and on completion of the Offers (assuming all Options offered under this Prospectus are issued and exercised) would be 3,596,627,659 Shares.

4 Consents

Consents

The Company confirms that as at the date of this Supplementary Prospectus, each of the parties that have been named as having consented to being named in the Prospectus have not withdrawn that consent.

DIRECTORS’ AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC.

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Brett Crowley Chairman Jatcorp Limited 26 August 2022

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