SPENDA LIMITED — Major Shareholding Notification 2021

Jun 3, 2021

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Cirralto Limited
ACN/ARSN	099 084 143
1. Details of substantial holder (1)
Name	Rare Air Nominees Pty Ltd and Mr. Adrian Floate
ACN/ARSN (if applicable)	603 144 896
The holder became a substantial holder on	02/06/2021

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Ordinary Fully Paid Shares (OFP)	282,856,614	282,856,614	9.58%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interestNature of relevant interest (7)		Class and number of securities
Rare Air Nominees Pty Ltd	Direct	187,994,958 OFP
Mr. Adrian Floate	Direct	84,861,656 OFP
Ashleigh Ann Floate +Adrian Jason FloateATF FAAF Superannuation Fund	Direct	10,000,000 OFP

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevantinterest	Registered holder ofsecurities	Person entitled to beregistered as holder (8)	Class and numberof securities
Rare Air Nominees Pty Ltd	Rare Air Nominees Pty Ltd	Rare Air Nominees Pty Ltd	187,994,958 OFP
Mr. Adrian Floate	Mr. Adrian Floate	Mr. Adrian Floate	84,861,656 OFP
Ashleigh Ann Floate +AdrianJason Floate ATF FAAF	Ashleigh Ann Floate +Adrian JasonFloate ATF FAAF Superannuation	Ashleigh Ann Floate +Adrian JasonFloate ATF FAAF Superannuation	10,000,000 OFP
Superannuation Fund	Fund	Fund

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and numberof securities
		Cash	Non-Cash
Rare Air Nominees Pty Ltd	02/06/2021		Shares issued in part consideration for theacquisition of Appstablishment at a deemed	145,128,015 OFP

			issue price of $0.01 per Share.
Mr. Adrian Floate	02/06/2021		Shares issued in consideration for therepayment of the Appstablishment Loan at adeemed issue price of $0.025 per Share	64,800,000 OFP
Ashleigh Ann Floate+Adrian Jason Floate ATFFAAF Superannuation Fund	02/06/2021		Shares issued in consideration for therepayment of the Appstablishment Loan at adeemed issue price of $0.025 per Share	10,000,000 OFP
Mr. Adrian Floate	26/02/2021	$0.01 perShare		3,000,000 OFP

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Rare Air Nominees Pty Ltd	Mr. Adrian Floate is a Director of Rare Air Nominees Pty Ltd
Mr. Adrian Floate	Mr. Adrian Floate is a Director of Rare Air Nominees Pty Ltd
Ashleigh Ann Floate +Adrian Jason Floate ATF FAAFSuperannuation Fund	Mr. Adrian Floate is a Trustee of FAAF Superannuation Fund

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Rare Air Nominees Pty Ltd	L3/88 WILLIAM ST PERTH WA
Mr. Adrian Floate	L3/88 WILLIAM ST PERTH WA
Ashleigh Ann Floate +Adrian Jason Floate ATF FAAFSuperannuation Fund	L3/88 WILLIAM ST PERTH WA

Signature

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses o f members is clearly set out in paragraph 7 of the form.
• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.
• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• (4) The voting shares of a company constitute one class unless divided into separate classes.
• (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
• (6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• (7) Include details of:
  • (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (8) If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write "unknown".
• (9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

GUIDE This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 603.

Signature	This form must be signed by either a director or a secretary of the substantial holder.
Lodging Period	Nil
Lodging Fee	Nil
Other forms to be completed	Nil
Additional information	(a)If additional space is required to complete a question, the information may be included on aseparate piece of paper annexed to the form.(b)This notice must be given to a listed company, or the responsible entity for a listed managedinvestment scheme. A copy of this notice must also be given to each relevant securitiesexchange.(c)The person must give a copy of this notice:(i)within 2 business days after they become aware of the information; or(ii)by 9.30 am on the next trading day of the relevant securities exchange after they becomeaware of the information if:
	(A)a takeover bid is made for voting shares in the company or voting interests in thescheme; and(B)the person becomes aware of the information during the bid period.
Annexures	To make any annexure conform to the regulations, you must1use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides2show the corporation name and ACN or ARBN3number the pages consecutively4print or type in BLOCK letters in dark blue or black ink so that the document is clearly legiblewhen photocopied5identify the annexure with a mark such as A, B, C, etc6endorse the annexure with the words:This is annexure (mark) of (number) pages referred to in form (form number and title)7sign and date the annexureThe annexure must be signed by the same person(s) who signed the form.

Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice