SPC GLOBAL HOLDINGS LTD — Capital/Financing Update 2012

May 15, 2012

CREST MINERALS LTD ACN 150 015 446

SECOND SUPPLEMENTARY PROSPECTUS

1. IMPORTANT INFORMATION

This Second Supplementary Prospectus is dated 15 May 2012 and is supplementary to the Prospectus dated 15 February 2012 and First Supplementary Prospectus dated 16 April 2012 (Prospectus) issued by Crest Minerals Ltd (ACN 150 015 446) (Company).

This Second Supplementary Prospectus was lodged with the Australian Securities and Investments Commission (ASIC) on 15 May 2012. The ASIC does not take any responsibility for the contents of this Second Supplementary Prospectus.

This Supplementary Prospectus has been prepared for the purpose of notifying investors that the Company has until 15 August 2012 to be admitted to quotation on the ASX and to notify investors of their right to withdraw their applications.

The Offer pursuant to the Prospectus was closed by the Company on 4 May 2012. Accordingly it is not possible to make any further applications under the Prospectus.

This Second Supplementary Prospectus must be read together with the Prospectus. If there is a conflict between the Prospectus and this Second Supplementary Prospectus, this Second Supplementary Prospectus will prevail.

Terms and abbreviations defined in the Prospectus have the same meaning in this Second Supplementary Prospectus.

This Second Supplementary Prospectus will be issued with the Prospectus as an electronic prospectus and may be accessed on the Company's website at www.crestminerals.com.au. The Company will send a copy of this Second Supplementary Prospectus to all Applicants who have subscribed for Shares pursuant to the Prospectus prior to the date of this Second Supplementary Prospectus.

This document is important and should be read in its entirety. Please consult your legal, financial or other professional adviser if you do not fully understand the contents.

2. EXTENSION OF TIME TO OBTAIN OFFICIAL QUOTATION ON ASX

Under the Corporations Act, if a person offers securities under a disclosure document (e.g. a prospectus) and the disclosure document states or implies that the securities are to be quoted on a financial market (e.g. ASX) and the securities are not admitted to quotation within 3 months after the date of the disclosure document (Quotation Condition), then an issue or transfer of securities in response to an application made under the disclosure document is void and the person offering the securities must return the money received by the person from the applicants as soon as practicable.

In order for the Company to comply with the Quotation Condition under the Prospectus, the Company's Shares must be admitted to Official Quotation on ASX by 15 May 2012. The Company does not believe that it will be able to comply with the Quotation Condition by 15 May 2012 as it has not yet raised the minimum under the Prospectus. Further information in respect of the status of the offer under the Prospectus (Offer) is set out in Section 4 below.

On 15 May 2012, the Company was granted a modification of the Corporations Act by ASIC (ASIC Modification). The effect of the ASIC Modification is to give the Company a further 3 months after the date of this Second Supplementary Prospectus to obtain Official Quotation of the Shares on ASX (i.e. by 15 August 2012).

3. RIGHT TO WITHDRAW APPLICATIONS

In accordance with the Corporations Act, where the Quotation Condition is not satisfied, the Company must give applicants who have previously submitted an application form under the Prospectus a copy of this Second Supplementary Prospectus and 1 month to withdraw their application and be repaid.

Any repayments made by the Company pursuant to an applicant exercising their right to withdraw their application will be made in full without interest.

An applicant who wishes to withdraw their application and obtain a refund must submit a written request to the Company at the address set out below so that it is received within 1 month of the date of this Second Supplementary Prospectus (i.e. by 5.00pm (CST) on 15 June 2012).

C/- Computershare Investor Services Pty Ltd Level 5 115 Grenfell Street Adelaide SA 5000

The details for the payment of the refund cheque and address to which it should be sent as set out in the written request must correspond to the details contained in the form for application for Shares under the Offer (Application Form) lodged by that applicant.

4. STATUS OF THE OFFER

As at the date of this Second Supplementary Prospectus, the Offer has closed and as such no new applications will be accepted. Furthermore, the Company has not issued any Shares under the Offer.

The Company has received:

• (a) 455 applications for Shares under the Offer (Applications); and
• (b) $1,786,600 pursuant to the Applications.

As set out in the First Supplementary Prospectus, the Company and Advanced Financial Management Pty Ltd (Underwriter) entered into an underwriting agreement on 14 April 2012 (Underwriting Agreement), pursuant to which the Underwriter agreed to partially underwrite the Offer to the value of $2,000,000, on the condition that the Company raises the initial $1,500,000 of the minimum subscription.

As the Company has received applications for over $1,500,000 worth of Shares, the Underwriter is now obliged to subscribe for Shares in accordance with the Underwriting Agreement so that the Company can raise the minimum subscription under the Offer. However, given the short period of time between the Closing Date of the Offer and the date by which the Company must be admitted to quotation, the Company and the Underwriter have entered into a deed to vary the Underwriting Agreement with the effect that the date by which the Underwriter must apply for the Underwritten Shares has been extended to 15 June 2012. Subject to applications for Shares to a value of $286,600 or more not being withdrawn, this variation to the Underwriting Agreement, along with the ASIC Modification, will give the Company sufficient time to raise the minimum subscription and satisfy the Quotation Condition.

The Company notes that if current applicants under the Offer withdraw more than $286,600 pursuant to their rights under Section 3 above, the Company will not have satisfied the condition in the Underwriting Agreement (to raise $1,500,000) and will be unable to call on the Underwriter to fulfil its obligations. This would result in the Company not achieving the minimum subscription under the Prospectus and thus not being admitted to quotation on the ASX. In this case, all applications moneys will be refunded to applicants.

5. AMENDMENTS TO THE PROSPECTUS

5.1 Indicative timetable

Given the ASIC Modification, the Company has extended the dates for despatch of holding statements and expected quotation. Accordingly, the Prospectus is amended by this Second Supplementary Prospectus by deleting the indicative timetable set out in Section 3.2 of the Investment Overview section of the Prospectus and replacing it with the following indicative timetable:

"Indicative timetable*

Lodgement of Prospectus with ASIC		15 February 2012
Opening Date		23 February 2012
LodgementofFirstProspectus with ASIC	Supplementary	16 April 2012
Closing Date		4 May 2012
LodgementofSecondProspectus with ASIC	Supplementary	15 May 2012
Despatch of holding statements**		21 June 2012
Expected date for quotation on the ASX**		26 June 2012

* The above dates are indicative only and may change without notice. The Company reserves the right to extend the dates for despatch of holding statements and quotation without notice. Any abridgement or extension of the dates for despatch of holding statements may result from an abridgement or extension to the date of the issue of the Shares. The Offer does not require Shareholder approval.

** If the Company has not complied with the Quotation Condition by 15 August 2012, then, in accordance with the ASIC Modification, the Company will need to lodge a further supplementary prospectus with ASIC containing updated information in relation to the number of applications received and the amount of funds raised pursuant to the Offer as at that date and offering further withdrawal rights."

5.2 ASX listing

The Prospectus is amended by this Second Supplementary Prospectus by replacing the paragraphs in Section 5.4 of the Prospectus with the following paragraphs:

"Application for Official Quotation by ASX of the Shares offered pursuant to the Prospectus was made within 7 days after the date of the Prospectus.

Following the ASIC Modification, if the Shares are not admitted to Official Quotation by ASX before the expiration of 3 months after the date of issue of this Second Supplementary Prospectus (i.e. 15 August 2012), or such period as varied by the ASIC, the Company will not issue any Shares and will repay all application moneys for the Shares within the time prescribed under the Corporations Act, without interest.

The fact that ASX may grant Official Quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Shares now offered for subscription."

5.3 Consent

Computershare Investor Services Pty Ltd has given its written consent to being named as the share registry to the Company in this Second Supplementary Prospectus. Computershare Investor Services Pty Ltd has not withdrawn its consent prior to the lodgement of this Second Supplementary Prospectus with the ASIC.

6. APPLICATIONS

Category ofinvestor/applicant	What you need to do next
Investors who have NOTpreviously submitted anApplication Form	The Company has closed the Offer. Accordingly, it isno longer possible to make any applications under theOffer.
Applicants who HAVEpreviously submitted anApplication Form ANDDO NOT want towithdraw theirapplication	Applicants in this category DO NOT need to completea further Application Form in order to receive theirShares.
Applicants who HAVEpreviously submitted anApplication Form ANDDO want to withdrawtheir application	Applicants in this category may withdraw theirapplications and be repaid any application moneysupon written request to the Company in the mannerset out in Section 3.

7. DIRECTORS' AUTHORISATION

This Second Supplementary 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 Second Supplementary Prospectus with the ASIC.

_____________________________

Angus Middleton Managing Director Crest Minerals Ltd

Note: All other details in relation to the terms of the Offer and other matters under the Prospectus remain unchanged.