SPC GLOBAL HOLDINGS LTD — Capital/Financing Update 2012

Apr 15, 2012

CREST MINERALS LTD ACN 150 015 446

SUPPLEMENTARY PROSPECTUS

$\mathbf{1}$ . IMPORTANT INFORMATION

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

This Supplementary Prospectus was lodged with the Australian Securities and Investments Commission (ASIC) on 16 April 2012. The ASIC does not take any responsibility for the contents of this Supplementary Prospectus.

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

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

This 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 Supplementary Prospectus to all Applicants who have subscribed for Shares pursuant to the Prospectus prior to the date of this 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.

$2.$ AMENDMENTS TO THE PROSPECTUS

$2.1$ Indicative timetable

The Company has resolved to extend the Closing Date. Accordingly, the Prospectus is amended by this 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 the ASIC	15 February 2012
Opening Date	23 February 2012
Lodgement of Supplementary Prospectuswith ASIC	16 April 2012
Closing Date**	4 May 2012
Despatch of holding statements**	10 May 2012
Expected date for quotation on the ASX**	15 May 2012

* The above dates are indicative only and may change without notice. The Company reserves the right to extend the Closing Date or close the Offer early without notice. You are encouraged to submit your Supplementary Prospectus Application Form as soon as possible. Any abridgement or extension of the Closing Date will have a consequential effect on the date of the issue of the Shares. The Offer does not require Shareholder approval."

$2.2$ Underwriting Agreement

The Offer will now be partially underwritten by Advanced Financial Management Pty Ltd (ACN 074 749 303) (Underwriter). The nature of the partial underwrite is such that the Company must raise the first $1,500,000 under the Offer. If that amount is raised, the Underwriter will underwrite up to an additional 10,000,000 Shares (Underwritten Shares), being up to $2,000,000 (Underwritten Amount) (resulting in a total of $3,500,000 being raised under the Offer).

Pursuant to the underwriting agreement entered into the between the Company and the Underwriter (Underwriting Agreement), the Company has agreed to:

• $(a)$ pay the Underwriter 1% of the Underwritten Amount, being $20,000;
• $(b)$ pay the Underwriter 4% of the amount of any valid applications for Underwritten Shares bearing the Underwriter's stamp and accepted by the Company
• transfer to the Underwriter 500,000 Shares from Genex Resources Pty Ltd; $\mathcal{L}$
• $(d)$ grant to the Underwriter 1,000,000 Options (exercisable at $0.25 each within 4 years from their date of grant); and
• $(e)$ issue to the Underwriter 1,500,000 Shares at an issue price of $0.10 cents each within 5 Business Days of execution of the Underwriting Agreement.

From 5.00pm (CST) on the Shortfall Notice Deadline Date, the Underwriter has the right to nominate and determine who is to receive any shortfall Shares in its absolute discretion.

The obligation of the Underwriter to underwrite the Offer is subject to certain events of termination. These events of termination are considered standard for an agreement of this nature. The Underwriter may terminate its obligations under the Underwriting Agreement on the occurrence of specified events, including if:

• (Market fall): the S&P ASX 200 Index is at any time after the date of the $(\alpha)$ Underwriting Agreement 15% or more below its respective level as at the close of business on the Business Day prior to the date of the Underwriting Agreement; or
• (Market Conditions): a suspension or material limitation in trading $(b)$ generally on ASX occurs or any material adverse change or disruption occurs in the existing financial markets, political or economic conditions of Australia, New Zealand, Indonesia, Japan, the United Kingdom, the United States of America, India, Pakistan, or the Peoples Republic of China or Israel.

The Underwriting Agreement also contains a number of indemnities, representations and warranties from the Company to the Underwriter that are considered standard for an agreement of this type. No other benefits will be given to the Underwriter except those disclosed in this Prospectus.

$2.3$ Effect of the Underwriting Agreement on the Balance Sheet, Use of Funds and the Capital Structure

The commitments made by the Company under the Underwriting Agreement will have the following effects on the Balance Sheet in section 10, the Use of Funds in Section 3.4 and the Capital Structure in Section 3.6 of the Prospectus:

• (Issued capital): The issue of 1,500,000 additional Shares at $0.10 will $(a)$ increase the number of Shares on issue and the share capital account in the Balance Sheet by $150,000, which in conjunction with the payment to the Underwriter of $20,000 and 25% of the Input Tax Credit ($500) that is not refundable to the company will result in a net increase to the share capital account of $129,500.
• $(b)$ (Cash): There will be an increase in cash of $150,000 due to the issue of Shares. In the Balance Sheet, this will be reduced by the payment of $22,000 (including GST) to the Underwriter, resulting in a net increase in cash of $128,000. These funds will be applied towards general working capital and additional costs of the Offer.
• $(c)$ (Trade and Other Receivables): In the Balance Sheet, there will be an increase to Trade and Other Receivables of $1,500, comprising of a refunded Reduced Input Tax Credit of 75% on GST.

$2.4$ Appointment of Managing Director

On 9th April 2012, the Company entered into an employment agreement with Mr Angus Middleton, a former Non-executive Director of the Company, whereby Mr Middleton agreed to act as Managing Director to the Company (MD Agreement). The material terms of the MD Agreement are as follows:

• Mr Middleton's employment is conditional upon the Company raising a $(a)$ minimum of the $3,500,000 under the Offer;

• $(b)$ Mr Middleton's employment will commence on the date on which the Company is admitted to the Official List and will continue until termination:

• $(c)$ Mr Middleton will be remunerated as follows:

  • $(i)$ a base salary of $275,000, not including superannuation; and
  • $(ii)$ a one time bonus of $29,000 for assistance provided with the Offer; reflecting base salary from commencement date to successful IPO, eg Base salary to commence from 15th May 2012;

• $(d)$ Mr Middleton will also be provided with a mobile phone, lap top and iPad;

• $(e)$ Mr Middleton's duties are specified in the MD Agreement and will be those common to agreements of this type;

• the Company will pay for all reasonable expenses of the mobile phone, $(f)$ lap top and iPad, incurred in the performance of Mr Middleton's duties under the MD Agreement and Mr Middleton will be reimbursed for all other reasonable and necessary out-of-pocket expenses properly incurred in the performance of his duties;

• $(g)$ Mr Middleton will be entitled to leave as appropriate to his employment:

• $(h)$ either party may terminate the MD Agreement by 3 months written notice to the other party; and

• $(i)$ Mr Middleton's employment may be terminated immediately if Mr Middleton:

  • $(i)$ engages in any act or omission which, in the reasonable opinion of the Company, constitutes serious misconduct;
  • $(ii)$ commits a breach or does not observe a fundamental term of the MD Agreement;
  • $(iii)$ breaches confidentiality or restraint and solicitation of client provisions in the MD Agreement;
  • $(iv)$ refuses or neglects to comply with any lawful direction given to him by the Company or other person duly authorised by the Company;
  • $(v)$ is incapacitated from performing his duties by illness or injury for a period of 3 consecutive months;
  • other than while on leave, absents himself from the $(vi)$ performance of his duties without prior consent of the Chairman:
  • is the subject of (or causes the Company to be the subject of) a $(vii)$ material penalty or serious reprimand; or
  • $(viii)$ is charged with or convicted of a criminal offence which, in the reasonable opinion of the Company, might tend to injure the reputation of the Company.

The MD Agreement also contains confidentiality, intellectual property and restraint and solicitation of client provisions and other terms and conditions as are usual in an agreement of this nature.

$3.$ APPLICATIONS

Category ofinvestor/applicant	What you need to do next
Investors who haveNOT previouslysubmitted anApplication Form	Applications for Shares under the Offer must be made usingthe application form attached to or accompanying thisSupplementary Prospectus (Supplementary ProspectusApplication Form ). Applications must NOT be made on theapplication form attached to or accompanying theProspectus.
	The Supplementary Prospectus Application Form containsdetailed instructions on how it is to be completed.
	Payment for the Shares must be made in full at the issueprice of $0.20 per Share.
	Completed Supplementary Prospectus Application Formsand accompanying cheques, made payable to "CrestMinerals Ltd - Share Offer Account" and crossed "NotNegotiable", must be mailed or delivered to the address set

Category ofinvestor/applicant	What you need to do next
	out on the Supplementary Prospectus Application Form byno later than the Closing Date (as extended).
	The Company reserves the right to close the Offer early.
Applicants whoHAVE previouslysubmitted anApplication FormANDDO NOT want towithdraw theirapplication	Applicants in this category DO NOT need to complete aSupplementary Prospectus Application Form in order toreceive their Shares. However, such applicants may lodge aSupplementary Prospectus Application Form if they wish toapply for additional Shares in accordance with theinstructions set out above for investors who have NOTpreviously submitted an Application Form.

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4. DIRECTORS' AUTHORISATION

This 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 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.

Crest Minerals Ltd

ACN 150 015 446

This is an application form in respect of the prospectus dated 15th February 2012 and the supplementary prospectus dated 16th April 2012 (together the "Prospectus")"

This Application Form is important. If you are in doubt as to how to deal with it, please contact your stockbroker or professional adviser without delay. You should read the entire prospectus carefully before completing th the requirements of the Corporations Act, this Application Form must not be distributed unless included in, or accompanied by, the prospectus.

Broker Code	Adviser Code

Registry Use Only

I/we apply for$\overline{A}$			B		I/we lodge full Application Money
				@, $0.20	A$								$\blacksquare$
c	Title or Company Name	Number of Shares subscribed in Crest Minerals Ltd at A$0.20 per Share or such lesser number of Shares a which may be allocated to me/us.Individual/Joint applications - refer to naming standards overleaf for correct forms of registrable title(s)Given Name(s)				Surname
	Joint Applicant 2 or Account Designation
	Joint Applicant 3 or Account Designation
D		Enter your postal address - Include State and Postcode
Unit	Street Number		Street Name or PO Box /Other Information

	City / Suburb / Town	State	Postcode
E	Enter your contact details
	Contact Name		Telephone Number - Business Hours / After Hours
F	CHESS Participant
	Holder Identification Number (HIN)
	V		Please note that if you supply a CHESS HIN but the name and address details on your form do notcorrespond exactly with the registration details held at CHESS, your application will be deemed to be madewithout the CHESS HIN and any securities issued as a result of the IPO will be held on the Issuer

Payment details - Please note that funds are unable to be directly debited from your bank account

G	-Number:homio	ocrNumhor	. Numberccount	Amount of cheque
				7 . P.

Sponsored subregister.

Make your cheque or bank draft payable to Crest Minerals Ltd - Share Offer Account

By submitting this Application Form, I/we declare that this application is completed and lodged according to the Prospectus and the declarations/statements on the reverse of this Application form and I/we declare that all details and statements made by me/us (including the declaration on the reverse of this Application Form) are complete and accurate. I/we agree to be bound by the Constitution of the Company.

How to complete this form

Shares Applied for A Enter the number of Shares you wish to apply for. The application must be for a minimum of 10,000 Shares (A$2,000.00) and thereafter in multiples of

1,000 Shares (A$200.00).

Application Monies

$|B|$

Enter the amount of Application Monies. To calculate the amount, multiply the number of Shares by A$0.20 per Share applied for.

$|C|$ Applicant Name(s)

Enter the full name you wish to appear on the statement of share holding. This must be either your own name or the name of a company. Up to 3 joint Applicants may register. You should refer to the table below for the correct forms of registrable title. Applications using the wrong form of names may be rejected. Clearing House Electronic Subregister System (CHESS) participants should complete their name identically to that presently registered in the CHESS system.

$\mathbf{D}$ Postal Address

Enter your postal address for all correspondence. All communications to you from the Registry will be mailed to the person(s) and address as shown. For joint Applicants, only one address can be entered.

Contact Details E

Enter your contact details. These are not compulsory but will assist us if we need to contact you

CHESS F.

Crest Minerals Ltd (the Company) will apply to the ASX to participate in CHESS, operated by ASX Settlement Pty Ltd, a wholly owned subsidiary of Australian Securities Exchange Limited. In CHESS, the company will operate an electronic CHESS Subregister of security holdings and an electronic Issuer Sponsored Subregister of security holdings. Together the two Subregisters will make up the Company's principal register of securities. The Company will not be issuing certificates to applicants in respect of Shares and Options allotted. If you are a CHESS participant (or are sponsored by a CHESS participant) and you wish to hold Shares and Options allotted to you under this Application on the CHESS Subregister, enter your CHESS HIN. Otherwise, leave this section blank and on allotment, you will be sponsored by the Company and allocated a Securityholder Reference Number (SRN).

Payment

G

Make your cheque or bank draft payable to Crest Minerals Ltd - Share Offer Account in Australian currency and cross it Not Negotiable. Your cheque or bank draft must be drawn on an Australian Bank.

Complete the cheque details in the boxes provided. The total amount must agree with the amount shown in box B. Please note that funds are unable to be directly debited from your bank account.

Cheques will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques returned unpaid may not be re-presented and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the Application Form where indicated. Cash will not be accepted. Receipt for payment will not be forwarded.

Before completing the Application Form the applicant(s) should read this prospectus to which this application relates. By lodging the Application Form, the applicant agrees that this application for Shares in Crest Minerals Ltd is upon and subject to the terms of the prospectus and the Constitution of Crest Minerals Ltd agrees to take any number of Shares that may be allotted to the Applicant(s) pursuant to the prospectus and declares that all details and statements made are complete and accurate. It is not necessary to sign the Application Form.

Lodgement of Application

Application Forms must be received by Computershare Investor Services Pty Limited Adelaide by no later than 5.00pm Adelaide time on 4th May 2012. You should allow sufficient time for this to occur. Return the Application Form with cheque(s) attached to:

Computershare Investor Services Pty Limited GPO Box 1903 ADELAIDE SA 5001 AUSTRALIA

Neither CIS nor the Company accepts any responsibility if you lodge the Application Form at any other address or by any other means.

Privacy Statement

Personal information is collected on this form by Computershare Investor Services Pty Limited ("CIS"), as registrar for securities issuers ("the issuer"), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS. You can contact CIS using the details provided on the front of this form or e-mail privacy@computershare.com.au

If you have any enquiries concerning your application, please contact Computershare Investor Services Pty Limited on 1300 659 671.

Correct forms of registrable title(s)

Note that ONLY legal entities are allowed to hold Shares. Applications must be made in the name(s) of natural persons, companies or other legal entities in accordance with the following

Type of Investor	Correct Form of Registration	Incorrect Form of Registration
Individual	Mr John Alfred Smith
- Use given name(s) in full, not initials		J.A Smith
Joint- Use given name(s) in full, not initials	Mr John Alfred Smith &Mrs Janet Marie Smith	John Alfred &Janet Marie Smith
Company- Use company title, not abbreviations	ABC Pty Ltd	ABC P/LABC Co
Trusts- Use trustee(s) personal name(s)- Do not use the name of the trust	Ms Penny Smith	Penny Smith Family Trust
Deceased Estates- Use executor(s) personal name(s)- Do not use the name of the deceased	Mr Michael Smith	Estate of Late John Smith
Minor (a person under the age of 18)- Use the name of a responsible adult with an appropriate designation	Mr John Alfred Smith	Peter Smith
Partnerships- Use partners personal name(s)- Do not use the name of the partnership	Mr John Smith &Mr Michael Smith<john &="" a="" c="" smith="" son="">	John Smith & Son
Clubs/Unincorporated Bodies/Business Names- Use office bearer(s) personal name(s)- Do not use the name of the club etc.	Mrs Janet Smith	ABC Tennis Association
Superannuation Funds- Use the name of trustee of the fund- Do not use the name of the fund	John Smith Pty Ltd	John Smith Pty Ltd Superannuation Fund