POLARX LIMITED — Capital/Financing Update 2015

Jun 11, 2015

COVENTRY RESOURCES INC ARBN 161 615 783

SUPPLEMENTARY PROSPECTUS

$1.$ IMPORTANT NOTICE

This Supplementary Prospectus is dated 12 June 2015 and is supplementary to the Prospectus dated 21 May 2015 (Prospectus) issued by Coventry Resources Inc ARBN 161 615 783 (Company).

This Supplementary Prospectus was lodged with the Australian Securities and Investments Commission (ASIC) on 12 June 2015. The ASIC and ASX and their respective officers take no responsibility for the contents of this Supplementary Prospectus.

The Supplementary Prospectus must be read together with the Prospectus. To the extent of any inconsistency between the Prospectus and this Supplementary Prospectus, the provisions of this Supplementary Prospectus will prevail. Unless otherwise indicated, terms and abbreviations defined in the Prospectus have the same meaning given in this Supplementary Prospectus.

A copy of this Supplementary Prospectus will be available through the ASX website or may be accessed via a link to the Company's ASX platform on the website of the Company at http://www.coventryres.com/public-filings

This Supplementary Prospectus and the Prospectus are important documents that should be read in their entirety. Please consult your legal, financial or other professional adviser if you do not fully understand their contents or have any questions about the new Shares (issued as New CDIs) offered under the Prospectus or any other matter.

$2.$ PURPOSE OF THIS DOCUMENT

As announced to the ASX on 12 June 2015, the Company has committed to a placement to sophisticated and professional investors of approximately 15.8 million new Shares (issued as CDIs) to raise approximately \$250,000 (before costs) (Top Up Placement).

As a result, the purpose of this Supplementary Prospectus is to update the Prospectus of this new circumstance.

Under the Offer, eligible investors are still entitled to subscribe for up to a total of 10,000 Shares (issued as New CDIs) at an issue price of \$0.014 per New CDI, to raise up to \$140 before issue costs.

$3.$ CHANGES TO THE PROSPECTUS

$3.1$ Purpose of the Offer

The text in section 1.1 of the Prospectus is removed and replaced with:

"On 21 and 29 May 2015, the Company announced the placement to sophisticated and professional investors comprising:

• (a) the first tranche, completed on 20 May 2015, the issue of 51,007,138 new Shares (issued as CDIs to the participating investors); and
• (b) the second tranche, completed on 29 May 2015, the issue of $6,135,714$ new Shares (issued as CDIs to the participating investors).

for proceeds of \$0.8 million before costs (Initial Placement CDIs) (Initial Placement).

In addition, on 12 June 2015, the Company announced that it had committed to a placement to sophisticated and professional investors of approximately 15.8 million new Shares (issued as CDIs to the participating investors) (Top Up Placement CDIs) to raise approximately \$250,000 before costs (Top Up Placement).

The Initial Placement CDIs and the Top Up Placement CDIs (together, the Placement CDIs) will rank equally in all respects with the Company's Existing CDIs. The issue of the Placement CDIs was undertaken without disclosure to Placees under Part 6D of the Corporations Act.

The purpose of this Offer is primarily to remove any trading restrictions on any Placement CDIs that may prevent them from being traded on the ASX as CDIs. All of the funds raised from the Offer will be applied towards the expenses of the Offer.'

$3.2$ Opening and Closing Dates

The text in section 1.6 of the Prospectus is removed and replaced with:

"The Opening Date of the Offer will be 21 May 2015 and, as announced to the ASX on 9 June 2015, the Closing Date will be 22 June 2015. The Directors reserve the right to close the Offer early or extend the Closing Date (as the case may be), should it be considered by them necessary to do so."

$3.3$ Market Prices of Existing CDIs on ASX

The table in section 1.11 of the Prospectus is removed and replaced with:

	3 months high	3 months low	Last Market Sale Price
Existing CDIs	\$0.026 on 2 June 2015	\$0.01 on 31 March 2015, 1 April 2015, 24 April 2015 and 27 April 2015	\$0.021 on 12 June 2015

$3.4$ Unlisted Options Offer

A new section 1.15 and section 1.16 of the Prospectus is inserted as follows:

"1.15 Details of Unlisted Options Offer

This Prospectus also includes an offer of up to 860,000 Unlisted Options to certain parties in connection with advisory services provided to the Company relating to the Top Up Placement (Unlisted Options Offer).

These securities are being offered under the Prospectus, as supplemented by the Supplementary Prospectus, to ensure that they can be traded feely after their exercise.

Who may apply	The Unlisted Options Offer is only open to those parties who have been invited by the Company to apply in connection with certain services provided to the Company relating to the Top Up Placement.
How to apply	Applications for Unlisted Options under the Unlisted Options Offer must be made under the Unlisted Options Offer Application Form.
	The relevant completed Application Form and accompanying cheque (if applicable) must reach the Company at the address set out below by no later than the Closing Date:
	Coventry Resources Inc. Suite 9, 5 Centro Avenue Subiaco WA 6008, Australia
Closing Date	5pm (WST) on 22 June 2015 or such other date as may be determined by the Directors under the Prospectus, as supplemented by the Supplementary Prospectus.
	The Company reserves the right to close the Unlisted Options Offer early.

1.16 Rights and Liabilities attaching to the Unlisted Options

A summary of the rights and liabilities attaching to the Unlisted Options is set out in section 3."

$3.5$ Taxation Implications

The text in section 1.15 (to be renumbered 1.17) is removed and replaced with:

"The Directors do not consider that it is appropriate to give Securityholders advice regarding the taxation consequences of the Company applying for New CDIs or Unlisted Options under this Prospectus, as it is not possible to provide a comprehensive summary of the possible taxation positions of Securityholders. The Company, its advisers and officers, do not accept any responsibility or liability for any taxation consequences to Securityholders in connection with the Offer or the Unlisted Options Offer. Securityholders should, therefore, consult their own professional tax adviser in connection with the taxation implications of the Offer or the Unlisted Options Offer."

$3.6$ Effect of the Offer on capital structure

The text in section 2.2 of the Prospectus is removed and replaced with:

"The effect of the Offer on the capital structure will be to increase the total number of CDIs on issue by approximately 72,952,852 (being a total of approximately 165,513,102) including CDIs issued pursuant to the Initial Placement and Top Up Placement. The total number of Shares on issue will increase by approximately 72,952,852 (being a total of up to approximately 223,965,034) including the Initial Placement and Top Up Placement.

In addition, the effect of the Unlisted Options Offer on the capital structure will be to increase the total number of Options on issue by up to 860,000, as described in the table below."

Options
Unlisted Options exercisable at C\$0.05 expiring on or before 17 June 2015	125,650
Unlisted Options exercisable at C\$0.05 expiring on or before 31 January 2016	200,000
Unlisted Options exercisable at C\$0.05 expiring on or before 28 November 2016	3,350,000
Unlisted Options exercisable at C\$0.05 expiring on or before 1 December 2016	1,507,800
Unlisted Options exercisable at C\$0.05 expiring on or before 8 March 2017	125,650
Unlisted Options exercisable at C\$0.05 expiring on or before 17 August 2017	1,130,850
Unlisted Options exercisable at A\$0.0143 expiring on or before 19 February 2020	20,000,000
Unlisted Options to be issued under the Unlisted Options Offer	860,000
Total issued Options	27,299,950

$3.7$ Rights and Liabilities Attaching to New CDIs

$(a)$ The heading and the first paragraph of section 3 of the Prospectus is removed and replaced with:

"3. RIGHTS AND LIABILITIES ATTACHING TO NEW CDIS AND UNLISTED OPTIONS

The following is a summary of the more significant rights and liabilities attaching to New CDIs to be issued under the Offer and Unlisted Options to be issued under the Unlisted Options Offer. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Securityholders. To obtain such a statement, persons should seek independent legal advice."

$(b)$ New section 3.2 inserted as follows:

"3.2 Terms and Conditions of the Unlisted Options

The terms of the Unlisted Options are as follows:

• $(a)$ Each Unlisted Option gives the holder the right to subscribe for one (1) CDI.
• $(b)$ The Unlisted Options are exercisable at any time on or before 30 June 2018.
• The exercise price of each Unlisted Option is A\$0.026 each. $(c)$
• $(d)$ The Unlisted Options are not transferable.
• $(e)$ The Unlisted Options are exercisable by delivering to the registered office of the Company a notice in writing stating the intention of the holder to exercise a specified number of Unlisted Options, accompanied by an Unlisted Option certificate, if applicable, and a cheque made payable to the Company for the subscription monies due, subject to the funds being duly cleared funds. The exercise of only a portion of the Unlisted Options held does not affect the holder's right to exercise the balance of any Unlisted Options remaining.

• $(f)$ All CDIs issued upon exercise of the Unlisted Options will rank pari passu in all respects with the Company's then issued CDIs.

• $(g)$ The Unlisted Options are not to be quoted on ASX and the Company is under no obligation to apply for quotation of the Unlisted Options on ASX.

• $(h)$ The Company will apply for quotation on ASX of all CDIs issued upon exercise of the Unlisted Options.
• $(i)$ There are no participating rights or entitlements inherent in the Unlisted Options and holders will not be entitled to participate in new issues of capital to CDI holders during the currency of the Unlisted Options without exercising the Unlisted Options.
• $(i)$ In the event of any reconstruction (including consolidation, subdivision, reduction or return of capital) of the issued capital of the Company prior to the expiry date, all rights of the Unlisted Option holder will be varied in accordance with the Listing Rules."

$3.8$ Continuous Disclosure Obligations

Since lodgement of the Prospectus, the following announcements have been made by the Company and are inserted into the table in section 5.2:

Date	Description of Announcement
12/06/2015	Change of Share Registry Address
12/06/2015	Reinstatement to official quotation
12/06/2015	Fieldwork Commenced and Additional Placement
11/06/2015	Suspension from Official Quotation
09/06/2015	Trading Halt
09/06/2015	Extension of Cleansing Prospectus Offer Period
29/05/2015	Appendix 3B
22/05/2015	Investor Presentation

$3.9$ Corporate Directory

The address for the Company's Share Registry at section 6 of the Prospectus is removed and replaced with:

"Computershare Investor Services Pty Ltd Level 11 172 St Georges Tce Perth WA 6000, Australia"

$3.10$ Glossary

The following definitions at section 7 of the Prospectus are removed and replaced $(a)$ with:

"Closing Date means 5pm WST 22 June 2015, or such other date as may be determined by the Directors under this Prospectus."

"Option means an option to subscribe for a Share or a CDI, as applicable."

"Placement means the Initial Placement and Top Up Placement."

$(b)$ The following definitions are included in the Glossary at section 7 of the Prospectus:

"Initial Placement means the first and second tranche placements to sophisticated and professional investors of approximately 57,142,852 new Shares (issued to participating investors as CDIs) to raise approximately \$0.8 million before costs as announced to the ASX on 21 and 29 May 2015."

"Top Up Placement means the placement to sophisticated and professional investors of approximately 15.8 million new Shares (issued to participating investors as CDIs) to raise approximately \$250,000 before costs as announced to the ASX on 12 June 2015."

"Placees means the placees under the Initial Placement and Top Up Placement."

"Placement CDIs means the Initial Placement CDIs and the Top Up Placement CDIs."

"Supplementary Prospectus" means the supplementary prospectus issued by the Company dated 12 June 2015.

"Unlisted Options means those unlisted Options to subscribe for a CDI to be issued on the terms set out in section 3.2 of the Prospectus (as supplemented by the Supplementary Prospectus).

"Unlisted Options Offer means the offer of up to 860,000 Unlisted Options, as described in section 1.15 of the Prospectus (as supplemented by the Supplementary Prospectus"

$\boldsymbol{\mathsf{A}}$ . COSTS OF THE SUPPLEMENTARY PROSPECTUS

In addition to the estimated expenses of the Offer outlined in section 5.6 of the Prospectus. there are expenses associated with the preparation of this Supplementary Prospectus. These expenses are estimated to be approximately \$1,500.

5. DIRECTORS' CONSENT

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Supplementary Prospectus with ASIC and has not withdrawn that consent prior to lodgement.

Signed on behalf of the Directors pursuant to a resolution of the Board.

$1.4.22$

lan Cunningham Director