MINDAX LIMITED - Capital/Financing Update 2019

==> picture [251 x 222] intentionally omitted <==

RIGHTS ISSUE

OFFER MEMORANDUM

For a fully underwritten non-renounceable rights offer to Eligible Shareholders on the basis of one (1) New Share for every four (4) Shares held on the Record Date at an issue price of A$0.005 per New Share to raise approximately A$1.139 million

Fully and unconditionally underwritten.

CLOSING DATE: 5:00pm AWST time on 17 May 2019

THIS OFFER BOOKLET IS AN IMPORTANT DOCUMENT AND REQUIRES IMMEDIATE ATTENTION. IT SHOULD BE READ IN ITS ENTIRETY. IF YOU DO NOT UNDERSTAND IT, OR ARE IN DOUBT AS TO HOW TO ACT, YOU SHOULD CONSULT YOUR FINANCIAL OR OTHER PROFESSIONAL ADVISER.

IMPORTANT NOTICES

Reliance on Offer Memorandum

This Offer Memorandum has been prepared in accordance with section 708AA of the Corporations Act. In general terms, section 708AA relates to rights issues by certain companies that do not require the provision of a prospectus or other disclosure document. Accordingly, the level of disclosure in this Offer Memorandum is considerably less than the level of disclosure required in a prospectus and does not contain all the information which an investor may require to make an informed investment decision.

In deciding whether or not to accept the Offer, your directors strongly recommend you refer to disclosures made by the Company to ASX (which are available for inspection on the ASX website at www.asx.com.au and on the Company’s website at www.mindax.com.au) and, if you have any doubts about your ability to assess the Company, its state of affairs, prospects or the effect of the Offer thereon, that you seek the advice of your professional adviser.

Forward looking statements

Any forward looking statements in this Offer Memorandum have been based on current expectations about future acts, events and circumstances. Any such statements are subject to risks, uncertainties and assumptions that could cause those acts, events and circumstances to differ materially from the expectations described in such statements. These factors include, among other things, commercial and other risks associated with the meeting of objectives and other investment considerations, as well as other matters not yet known to the Company or not currently considered material by the Company or which are insufficiently uncertain to be of a character requiring disclosure under the statutory continuous disclosure regime.

International offer restrictions

This document does not constitute an offer of New Shares in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia except to the extent permitted below.

Hong Kong

WARNING: The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

Malaysia

No approval from, or recognition by, the Securities Commission of Malaysia has been or will be obtained in relation to any offer of New Shares. The New Shares may not be offered or sold in Malaysia except to existing shareholders of the Company pursuant to an exemption under the Malaysian Capital Markets and Services Act.

New Zealand

The New Shares are not being offered or sold to the public in New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016.

This document 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.

Singapore

This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares may not be issued, circulated or distributed, nor may these securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This document has been given to you on the basis that you are an existing holder of the Company's shares. If you are not such a shareholder, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

This Offer Memorandum may not be released or distributed in the United States. This Offer Memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The New Shares have not been, and will not be, registered under the US Securities Act or the securities laws of any state of the United States, and may not be offered or sold in the United States, or to, or for the account or benefit of a US Person, except in a transaction exempt from the registration requirements of the US Securities Act and applicable United States state securities laws.

Representations and warranties

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Offer Memorandum or in an announcement referring to this Offer and which is published by the Company via the Companies Announcement Platform on the ASX. Any information or representation not so contained or published may not be relied on as having been authorised by the Company in connection with the Offer.

Defined terms and time

Defined terms used in this Offer Memorandum are contained in Section 7. All references to time are references to AWST unless otherwise specified.

Governing law

This Offer Memorandum, the Offer and the contracts formed on acceptance of valid applications to subscribe for New Shares pursuant to the Offer are governed by the law of Western Australia. Each Eligible Shareholder who has applied to subscribe for New Shares in accordance with this Offer Memorandum submits to the exclusive jurisdiction of the courts of Western Australia.

CHAIRMAN’S LETTER

Dear Eligible Shareholder,

On behalf of the Directors of Mindax Limited, I am pleased to present this Offer Memorandum and invite you to participate in a fully underwritten non-renounceable rights issue to raise approximately A$1.139 million (before costs and expenses).

The Offer provides you the right to take up one New Share for every four Shares you hold as at 5:00pm AWST on 17 April 2019 at an issue price of $0.005 per New Share.

Proceeds from the Rights Issue will be applied to progress the Mt Forrest Iron Project, including advancing the investigations of the regional infrastructure concept, to re-assess the Meekatharra Gold Project, to the costs of the Rights Issue, and the Company’s ongoing working capital requirements.

Further information about the Company and its operations is contained in publicly available documents lodged by the Company with the ASIC and ASX. This Offer Memorandum should be read in conjunction with that material.

There are a number of risks associated with investing in the share market generally and the Company specifically. The New Shares being offered must be regarded as highly speculative. Investors should read the Offer Memorandum in its entirety before deciding to invest.

The Offer provides you with an opportunity to increase your investment in the Company (and maintain your relative equity holding in the Company).

Please study this document carefully and seek professional advice, if necessary, to make an informed decision. All investors should be aware of the very speculative nature of mineral exploration and mining.

On behalf of the Directors I am pleased to offer Eligible Shareholders the opportunity to participate in this Offer.

Yours faithfully

Benjamin Chow Executive Chairman

3 | P a g e

CORPORATE DIRECTORY

Directors

Mr Benjamin Chow – Executive Chairman Mr Andrew Tsang – Non-Executive Director Mr Kgai Mun Loh – Non-Executive Director Mr Yonggang Li – Non-Executive Director Company Secretary Mr Dennis Wilkins Registered Office Suite 2 11 Ventnor Avenue WEST PERTH WA 6005 Telephone: +61 8 9389 2111 Postal Address PO Box 1153 WEST PERTH WA 6872 Website www.mindax.com.au Share Registry Advanced Share Registry Services 110 Stirling Highway NEDLANDS WA 6009 Telephone: +61 8 9389 8033 Facsimile: +61 8 9262 3723

4 | P a g e

KEY DATES

The indicative timetable for the Offer is as follows:

EVENT	DATE

Announcement of Rights Issue– Offer Memorandum, Appendix 3B and Cleansing Notice lodged with ASX	12 April 2019
Notice to Shareholders– notice of Offer sent to Shareholders containing information required by Appendix 3B	15 April 2019
Ex-date– the date on which Shares commence trading without the entitlement to participate in the Offer	16 April 2019
Record Date– the date for determining entitlements of Shareholders to participate in the Offer	17 April 2019
Offer Memorandum sent to Shareholders– despatch of Offer Memorandum and Acceptance Forms – Offer opens for acceptance	23 April 2019
Closing Date– the last day for receipt of Acceptance Forms	17 May 2019
Deferred settlement trading commences– New Shares commence quotation on ASX on deferred settlement basis	20 May 2019
Shortfall notification to ASX	21 May 2019
Issue date– allotment of New Shares.	22 May 2019

* The Company reserves the right to vary the above dates subject to the Underwriting Agreement and the ASX Listing Rules.

5 | P a g e

SECTION 1: DETAILS OF THE OFFER

1. Offer

Mindax Limited offers each of its Eligible Shareholders the opportunity to subscribe for New Shares under a prorata non-renounceable rights issue.

Each Eligible Shareholder is entitled to subscribe for and be allotted one (1) New Share for every four (4) Shares held by that Eligible Shareholder as at the Record Date at an issue price of A$0.005 per New Share.

The issue price of the New Shares represents a discount of approximately 8.55% to the volume weighted average price of Shares traded on the ASX for the 3 months prior to and including 11 April 2019 (being the trading day prior to announcement of the Offer) of $0.005 per Share.

If an Eligible Shareholder becomes entitled to a fraction of a Share, the entitlement will be rounded up to the nearest whole number.

The New Shares will be fully paid and will rank equally in all respects with the Company’s existing Shares on issue. The Company will apply to ASX for quotation of the New Shares.

2. What is my entitlement?

The number of New Shares to which you are entitled is shown in the accompanying Application Form ( Entitlement ). You can subscribe for all, or part, of your Entitlement. Detailed instructions on how to accept all or part of your Entitlement are set out in Section 3.

Please note that if you choose not to accept your Entitlement, your shareholding in the Company will be diluted to the extent that the Offer is taken up by other Shareholders and the Underwriter.

3. Shortfall Shares

In addition to being able to apply for New Shares in the manner described in paragraph 2 above, Shareholders who subscribe for their full Entitlement will also have the opportunity to apply for, and be allocated, additional New Shares that are not subscribed for under the Offer ( Shortfall Shares ), subject to the limitations set out in Section 4.

4. Opening and closing dates

The Offer opens for receipt of acceptances on 23 April 2019. The last time for acceptances and payments is 5:00pm AWST on 17 May 2019 ( Closing Date ), subject to the Directors varying the closing date in accordance with the Listing Rules and the Underwriting Agreement.

5. Who is entitled to participate in the Offer?

Each Shareholder with a registered address in Australia, Hong Kong, Malaysia, New Zealand or Singapore who is registered as the holder of Shares at 5:00pm AWST on 17 April 2019 is entitled to participate in the Offer in respect of the number of Shares that person is then registered as the holder of.

6. Offer not made to Excluded Shareholders

The Company has decided that it is unreasonable to make the Offer to shareholders who have a registered address in a country outside of Australia, Hong Kong, Malaysia, New Zealand or Singapore having regard to the number of shareholders in such places, the number and value of the New Shares they would be offered and the substantial costs of complying with the legal and regulatory requirements in those jurisdictions. Accordingly, the New Shares to which Excluded Shareholders would otherwise be entitled will form part of the Shortfall.

6 | P a g e

Eligible Shareholders holding Shares on behalf of persons who are resident outside of Australia, Hong Kong, Malaysia, New Zealand or Singapore are responsible for ensuring that subscribing for the New Shares under the Offer does not breach regulations in the relevant overseas jurisdiction. Return of a duly completed Application Form will constitute a representation that there has been no breach of such regulations. Where the Offer Memorandum is received by persons domiciled in a country outside Australia, Hong Kong, Malaysia, New Zealand or Singapore and where that country’s securities code or legislation prohibits or restricts in any way the making of the Offer, the Offer Memorandum and accompanying Application Form are provided for information purposes only.

7. Effect on share capital

The effect of the Offer on the capital structure of the Company will be as follows:

Shares	Number

Number on issue at 11 April 2019 (the last practicable trading day prior to announcement of the Offer)	910,924,008
Maximum number to be issued under the Offer	227,731,002
Maximum number on issue following the Offer	1,138,655,010

The figures in the table above are approximate as individual Entitlements will be rounded up to the nearest whole figure.

8. Non-Renounceable Offer

The Offer is non-renounceable. This means that your right to subscribe for New Shares under the Offer is not transferable. Any Entitlements not taken up by Shareholders will be dealt with in accordance with Section 4 of this Offer Memorandum.

9. Directors’ interest

The relevant interest of each of the Directors in the securities of the Company as at the date of this Offer Memorandum, together with their respective entitlement, is set out in the table below.

Director	Shares held by Directors and Associates	Voting power of Directors and Associates	Entitlement Number of Shares	Entitlement $
Benjamin Chow	10,196,000	1.17%	2,549,000	12,745
Andrew Tsang	256,978,606	29.54%	64,244,652	321,223
Kgai Mun Loh	-	-	-	-
Yonggang Li	-	-	-	-
TOTAL	267,174,606	30.71%	66,793,652	333,968

As at the date of this Offer Memorandum, the Directors (and their associates), hold 267,174,606 Shares, comprising approximately 30.7% of the Shares in the Company. The Directors (and their associates), will have an Entitlement to 66,793,652 New Shares under the Offer in their capacity as Eligible Shareholders under the Offer. Mr Chow and Mr Tsang intend to determine the level of their respective participation in the Offer closer to the Closing Date.

10. Effect on Control of the Company

The Underwriter is a current shareholder of the Company and is not a related party of the Company for the purposes of the Corporations Act or any other purposes.

7 | P a g e

The extent to which Shares are issued pursuant to the underwriting will increase the Underwriter’s voting power in the Company. The Underwriter’s present relevant interest and changes under several scenarios are set out in the table below:

table below:
Event	Shares held by Underwriter	Voting power of Underwriter
Date of Offer	4,000,000	0.44%
Completion of Issue
Fully Subscribed	5,000,000	0.44%
75% Subscribed	61,932,751	5.44%
50% Subscribed	118,865,501	10.44%
25% Subscribed	175,798,252	15.44%
0% Subscribed	232,731,002	20.44%

The number of Shares held by the Underwriter and its voting power in the table above show the potential effect of the underwriting of the Offer. However, it is unlikely that no Shareholders will take up Entitlements under the Offer. The Underwriting obligation and therefore voting power of the Underwriter will reduce by a corresponding amount for Entitlements under the Offer taken up by Shareholders.

Further, the Underwriting Agreement provides the Underwriter the right to enter into sub-underwriting agreements to pass on some or all obligations to subscribe for the Shortfall under the Underwriting Agreement.

11. Potential Dilution

In addition, Shareholders should note that if they do not participate in the Offer, their holdings are likely to be diluted by approximately 25% (as compared to their holdings and number of Shares on issue as at the date of this Offer). Examples of how the dilution may impact Shareholders is set out in the table below:

Holder	Holding as at Record Date	% at Record Date	Entitlements under the Offer	Holding if Offer not take up	% post Offer
Shareholder 1	50,000,000	5.49%	12,500,000	50,000,000	4.39%
Shareholder 2	25,000,000	2.74%	6,250,000	25,000,000	2.20%
Shareholder 3	10,000,000	1.10%	2,500,000	10,000,000	0.88%
Shareholder 4	5,000,000	0.55%	1,250,000	5,000,000	0.44%
Shareholder 5	1,000,000	0.11%	250,000	1,000,000	0.09%

Note:

The dilutionary effect shown in the table is the maximum percentage on the assumption that those Entitlements not accepted are placed under the Shortfall Offer.

12. Issue of New Shares

The Company expects that the New Shares will be issued by no later than 22 May 2019. The issue of New Shares will only be made after permission for their quotation on ASX has been granted.

Underwritten Shares will be issued in accordance with the Underwriting Agreement and, in any event, no later than 15 Business Days after the Closing Date, to comply with the exception to Listing Rule 7.1 for shares issued under an underwriting agreement to an underwriter of a pro rata offer of shares.

8 | P a g e

SECTION 2: PURPOSE OF THE OFFER

The exact allocation of amounts will depend on how much is raised under the Offer and contingencies about which it is not possible to provide clear guidance as to the outcome.

SECTION 3: HOW TO ACCEPT THE OFFER

1. How to take up all or part of your entitlement

To subscribe for New Shares offered to you, please complete the accompanying Application Form according to the instructions on the form for all, or that part of your Entitlement you wish to subscribe for.

You must make payment for the appropriate application monies (at A$0.005 per New Share subscribed) as provided in paragraph 4 below.

Acceptances will not be valid if they are received after the Closing Date. Please note that all applications, once received, are irrevocable, except as permitted by law.

2. How to apply for Shortfall Shares

If you wish to accept your Entitlement in full and apply for Shortfall Shares, complete the Application Form and fill in the number of Shortfall Shares you wish to apply for in the space provided on the Application Form. You must make payment for the appropriate application monies (at A$0.005 per New Share subscribed) as provided in paragraph 4 below.

There is no limit on the number of Shortfall Shares that may be applied for by Eligible Shareholders in excess of their Entitlement. However, Shortfall Shares will only be issued if the Offer is undersubscribed and will only be issued to the extent necessary to make up any shortfall in subscriptions and then at the discretion of the Directors and subject to the Underwriting Agreement.

The Directors reserve the right to reject any application for Shortfall Shares or to allot a lesser number of Shortfall Shares than applied for. Application monies received but not applied towards subscriptions for Shortfall Shares will be refunded as soon as practicable. No interest will be paid on application monies held and returned.

Notwithstanding the foregoing, any application for full Entitlement and Shortfall Shares together with cleared funds in support received on or before the Offer Closing Date will be dealt with as follows (subject to the Offer not being withdrawn):

a) the applicant will be allocated the full Entitlement; and
b) the applicant will be allocated Shortfall Shares at the discretion of the Directors.

3. Lapse of Rights

If you decide not to accept all or part of your Entitlement or fail to do so by the Closing Date, your Entitlement will lapse and will form part of the Shortfall.

9 | P a g e

4. Payment

The issue price for New Shares is payable in full on application by a payment of $0.005 per New Share. You may pay the Application Money by BPay® or cheque.

Completed Entitlement and Acceptance Forms must be accompanied by a bank draft or cheque in Australian dollars, crossed “ Not Negotiable ” and made payable to “ Mindax Limited ” and lodged and received at the Company’s share registry (by delivery or by post) no later than 5:00 pm AWST on the Closing Date :

By delivery Advanced Share Registry 110 Stirling Highway NEDLANDS WA 6009 By Post Advanced Share Registry PO Box 1156 NEDLANDS WA 6909

The Company will present the cheque or bank draft on or around the day of receipt of the Entitlement and Acceptance Form. If a cheque is not honoured upon its first presentation, the Directors reserve the right to reject the relevant Entitlement and Acceptance Form.

If the amount of your cheque(s) or bank draft(s) for Application Money (or the amount for which those cheque(s) or bank draft(s) clear in time for allocation) is insufficient to pay for the number of New Shares you have applied for in your Entitlement and Acceptance Form, you may be taken to have applied for such lower number of New Shares as your cleared Application Money will pay for (and to have specified that number of New Shares in your Entitlement and Acceptance Form) or your application may be rejected.

Alternatively, if you elect to pay via BPAY[®] , then you must follow the instructions for BPAY[®] on the Entitlement and Acceptance Form and you will not need to return the Entitlement and Acceptance Form.

It is your responsibility to ensure that funds submitted through BPAY[® ] are received by 3:00 pm AWST on the Closing Date. You should be aware that your financial institution may implement earlier cut-off times regarding electronic payment, and you should therefore take this into consideration when making payment.

The Company shall not be responsible for any postal or delivery delays or delay in the receipt of the BPAY[®] payment.

Any Application Money received for more than your Entitlement will be applied toward an application for Shortfall Shares and where such Shortfall Shares are not allotted, shall be refunded. No interest will be paid on any Application Money received or refunded.

5. Binding nature of applications

Cooling-off rights do not apply to an investment in New Shares. You cannot, except as permitted by law, withdraw your application for New Shares once it has been received. A completed and lodged Application Form constitutes a binding offer to acquire New Shares on the terms and conditions set out in this Offer Memorandum and, once lodged, cannot be withdrawn. If the Application Form is not completed correctly, it may still be treated as a valid application for New Shares. The Directors’ decision whether to treat an acceptance as valid and how to construe, amend or complete the Application Form is final.

6. Declarations

By completing and returning your Application Form along with your cheques, bank draft or making a payment by BPay®, you will be deemed to have:

a) represented and warranted that you are an Eligible Shareholder;

10 | P a g e

b) acknowledged that you have fully read and understood both this Offer Memorandum and the Entitlement and Acceptance Form in their entirety, and you acknowledge the matters and make the warranties and representations and agreements contained in this Offer Memorandum and the Application Form;
c) agreed to be bound by the terms of the Offer, the provisions of the Offer Memorandum and the Company’s constitution;
d) authorised the Company to register you as the holder of the New Shares and Shortfall Shares (if any) allotted to you;
e) declared that all the details and statements in the Application Form are complete and accurate;
f) declared that you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the Application Form;
g) acknowledged that once the Company receives your Application Form or any payment of application monies via BPay® you may not withdraw your application for funds provided except as allowed by law;
h) agreed to apply for and be issued up to the number of New Shares and Shortfall Shares (if any) specified the Application Form, or for which you have submitted payment of any application monies via BPay®, at the issue price of A$0.005 per New Share;
i) authorised the Company, its Share Registry and their respective officers or agents to do anything on your behalf necessary for New Shares and any Shortfall Shares to be issued to you, including to act on instructions of the Share Registry upon using the contact details set out in your Application Form;
j) declared that you were a registered holder(s) at the Record Date of the Shares indicated in the Application Form as being held by you on the Record Date;
k) represented and warranted that you are a resident of Australia, Hong Kong, Malaysia, New Zealand or Singapore;
l) acknowledged that the information contained in this Offer Memorandum and your Entitlement and Acceptance Form is not investment advice nor a recommendation that the New Shares are suitable for you given your investment objectives, financial situation or particular needs;
m) acknowledged that this Offer Memorandum is not a prospectus, does not contain all the information that you may require in order to assess an investment in the Company and is given in the context of the Company’s past and ongoing continuous disclosure announcements to ASX;
n) acknowledged that investments in the Company are subject to risk;
o) acknowledged that none of the Company or its related bodies corporate, affiliates or directors, officers, employees, representatives, agents, consultants or advisers, guarantees the performance of the Company, nor do they guarantee the repayment of capital;
p) agreed to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Offer and your holding of Shares on the Record Date;
q) authorised the Company to correct any errors in your Application Form or other form provided by you;

11 | P a g e

r) represented and warranted that the law of any place does not prohibit you from being given this Offer Memorandum and the Application Form, nor does it prohibit you from making an application for New Shares or, if applicable, Shortfall Shares;
s) represented and warranted that if you are acting as a nominee or custodian, each beneficial holder on whose behalf you are submitting the Application Form is resident in Australia, Hong Kong, Malaysia, New Zealand or Singapore, and you have not sent this Offer Memorandum, the Entitlement and Acceptance Form or any information relating to the Offer to any person who is not a resident of Australia, Hong Kong, Malaysia, New Zealand or Singapore.

SECTION 4: SHORTFALL SHARES

Shortfall Shares will only be issued if the Offer is undersubscribed and will only be issued to the extent necessary to make up any shortfall in subscriptions.

The Directors reserve the right to issue Shortfall Shares to applicants at their absolute discretion, subject to the Underwriting Agreement.

If the Company receives applications for Shortfall Shares that would result in the Offer being oversubscribed, then the Company will not accept such oversubscriptions and will reject or scale back applications at its discretion.

Any Shortfall Shares will, in accordance with the Listing Rules, be issued within 3 months after the Closing Date and will be issued at a price that is not less than the issue price of the New Shares under the Offer.

The Company will not issue Shortfall Shares where it is aware that to do so would result in a breach of the Corporations Act, the Listing Rules or any other relevant legislation or law. Eligible Shareholders wishing to apply for Shortfall Shares must consider whether the issue of the Shortfall Shares applied for would breach the Corporations Act or the Listing Rules having regard to their own circumstances.

Application monies received but not applied towards subscriptions for Shortfall Shares will be refunded as soon as practicable. No interest will be paid on application monies held and returned.

SECTION 5: UNDERWRITING

Pursuant to the Underwriting Agreement the Underwriter has agreed to fully underwrite the Offer.

Upon completion, the Underwriter will receive an underwriting fee of 5% of the funds raised under the Offer.

The Underwriter may appoint sub-underwriters on terms consistent with the Underwriting Agreement, and any fees payable to the sub-underwriters will be for the account of the Underwriter.

SECTION 6: FURTHER INFORMATION

If you have any questions about your entitlement to New Shares, please contact either:

a) Mr Dennis Wilkins on (08) 9389 2111; or
b) your stockbroker or professional adviser.

12 | P a g e

SECTION 7: DEFINED TERMS

In this Offer Memorandum, the following words have the following meanings unless the context requires otherwise:

A$	Australian Dollars.
Application Form	the personalised entitlement and acceptance form accompanying this Offer Memorandum.
Associates	has the meaning as given in the Corporations Act 2001 (Cth).
ASX	Australian Securities Exchange or ASX Limited (ACN 008 624 691), as the context requires.
Board	the board of Directors of the Company.
Business Day	has the meaning given in the Listing Rules.
Closing Date	the last date for accepting the Offer, being 5:00 pm AWST on 17 May 2019 (or such other date determined by the Directors in accordance with the Underwriting Agreement and the Listing Rules).
CompanyorMindax	Mindax Limited (ACN 106 866 442).
Corporations Act	Corporations Act 2001(Cth).
Directors	the directors of Mindax Limited.
Eligible Shareholder	a registered holder of Shares with a registered address in Australia, Hong Kong, Malaysia, New Zealand or Singapore at the Record Date.
Entitlement	as defined in paragraph 2 of Section 1.
Excluded Shareholder	a registered holder of Shares on the Record Date with a registered address in a country outside Australia, Hong Kong, Malaysia, New Zealand or Singapore.
Listing Rules	the official listing rules of ASX Limited.
New Share	a Share to be issued pursuant to this Offer Memorandum at A$0.005 per Share.
Offer	the offer made under this Offer Memorandum of one (1) New Share for every four (4) Shares held by a Shareholder on the Record Date.
Offer Memorandum	this memorandum under which the Offer is being made.
Record Date	5:00 pm AWST on 17 April 2019.
Share	a fully paid ordinary share in the capital of the Company.
Shortfall Shares	means those New Shares forming Entitlements or part of Entitlements not accepted under the Offer.
Underwriter	Meilian Zeng, a current shareholder of the Company who is not a related party of the Company.
Underwriting Agreement	the agreement of that name made between the Company and the Underwriter dated 3 April 2019.
AWST	Australian Western Standard Time.

13 | P a g e