SPENDA LIMITED — Proxy Solicitation & Information Statement 2020

Jul 16, 2020

Cirralto Limited

ACN 099 084 143

Addendum to Notice of General Meeting

Cirralto Limited (ACN 099 084 143) ( Company ), hereby gives notice to the shareholders of the Company, that in relation to the Notice of General Meeting dated 23 June 2020 ( Notice of General Meeting ) in respect of a General Meeting to be held on Friday 24 July 2020 at 11:00am (AEST), the Directors have determined to issue this addendum to the Notice of General Meeting ( Addendum ) for the purposes set out below:

1 Amendment of location of meeting

• 1.1 The location of the General Meeting will be amended to Suite 103, Level 1, 2 Queen Street, Melbourne VIC 3000

• 2 Amendment of Resolution 12

• 2.1 Resolution 12 of the Notice of General Meeting will be amended to

  • 2.1.1 reduce the total amount of convertible notes to be issued to Obsidian Global GP, LLC by 192,000

3 Replacement Proxy Form

Annexed to this Addendum is a new Proxy Form. Shareholders should be aware that:

• 3.1 If you have already completed and returned the Proxy Form which was annexed to the original Notice of General Meeting [or have already submitted a proxy vote online] and you wish to change your vote on the amended Resolution 12 or otherwise change your proxy vote, please complete and return the new Proxy Form annexed to this Addendum [or otherwise amend your online proxy vote by following the instructions on the Proxy Form which was annexed to the original Notice of General Meeting] by 11:00am (AEST) on 22 July 2020.

• 3.2 If you have already completed and returned the Proxy Form which was annexed to the original Notice of General Meeting [or have already submitted your proxy vote online] and you do not wish to change your vote on the amended Resolution 12, you are not required to take any action. The Proxy Form you have previously submitted will remain valid.

• 3.3 If you have not yet completed and returned a Proxy Form and you wish to vote on the Resolutions in the Notice of General Meeting (as amended by the Addendum), please complete and return the new Proxy Form annexed to this Addendum [or otherwise submit your proxy vote online vote by following the instructions on the Proxy Form which was annexed to the original Notice of General Meeting] by 11:00am (AEST) on 22 July 2020.

Proxy Forms must be received by the Company’s share registry, Automic by 11:00am (AEST) on 22 July 2020.

4 Effect of Addendum

By this Addendum to the Notice of General Meeting, the Notice of General Meeting and the Explanatory Statement to the Notice of General Meeting are amended and supplemented by the information set out in this Addendum.

Definitions contained in the Notice of General Meeting have the same meaning in this Addendum. This Addendum is supplemental to the original Notice of General Meeting and should be read in conjunction with the original Notice of General Meeting.

Supplementary notice of meeting

The location of the General Meeting is amended to Suite 103, Level 1, 2 Queen Street, Melbourne VIC 3000.

Note: Due to the current Victorian Government COVID-19 non-essential gathering limits and social distancing requirements, the Company encourages shareholders to vote on resolutions via proxy form and join the Meeting via web conference facility rather than attending the Meeting in person as physical attendance at the Meeting may be restricted to comply with the current Government COVID-19 requirements. No shareholder will be permitted entry into the Meeting in person if their attendance would result in the Company contravening the restrictions imposed by the Victorian government at the time of the Meeting.

A conference facility will be set up to allow shareholders to join the meeting via phone or web conference. To join the meeting via conference facility please register to attend by 11:00 am AEST on 21 July 2020 by contacting the Company Secretary Justyn Stedwell by email to justyn@stedwell.com.au or by calling (03) 8395 5446 .

Resolution 12 of the Notice of General Meeting is amended as follows:

Resolution 12 – Approve the issue of Convertible Notes to Obsidian Global GP, LLC

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution :

"That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 608,000 Convertible Notes to Obsidian Global GP, LLC on the terms and conditions set out in the Explanatory Statement."

Supplementary Explanatory Statement

1 Introduction to the Resolutions

• 1.1 The reference on page 15 to the number of shares to be issued under Resolution 12 is replaced as follows: “Between - 78,000,000 and 926,933,334” is replaced with “Between 60,000,000 and 642,000,000”.

• 1.2 The reference to the total number of shares proposed to be issued on page 15 under all resolutions is replaced as follows: “Up to 2,483,320,810” is replaced with “Up to 2,198,387,476”.

• 1.3 The reference to the number of Ordinary fully paid shares on Issue if each Resolution under the Notice is passed by Shareholders on page 16 is replaced as follows: “Up to 3,306,680,909” is replaced with “Up to 3,021,747,575”.

2

Resolution 12

• 2.1 Any reference to the number of convertible notes that Obsidian Global GP, LLC is proposed to receive is replaced as follows: “800,000 convertible notes” is replaced with “608,000 convertible notes”.

• 2.2 The table and associated notes provided in section 12.3 is replaced as follows:

Exchange rate			Conversion Price	Conversion Price	Conversion Price
	0.15c	0.2c	0.3c	0.4c	0.5c	0.9c	1.3c
Current exchange rate: USD:AUD 1.44	583m	438m	292m	219m	175m	97m	67m
5% appreciation of the AUD	554m	416m	277m	208m	166m	92m	64m
10% appreciation of the AUD	525m	394m	262m	197m	157m	87m	60m
5% depreciation of the AUD	613m	459m	306m	230m	184m	102m	71m
10% depreciation of the AUD	642m	481m	321m	241m	192m	107m	74m

Notes:

1. Appreciation/depreciation based against the Current Exchange Rate stated above.

2. The Company has used 0.15c as the lowest Conversion Price for this table based on past performance of the share price over the past 30 trading days to 28 May 2020. 0.15c represents a 25% discount to the lowest traded share price during this period.

3. The table uses 1.3c as the highest Conversion Price. Conversions are made based on the lower of (i) a 10% discount to the lowest VWAP in a 10-day period prior to conversion or (ii) $0.01 per Share.

1. The face value (being US$1 per Convertible Note) has been used to determine the potential dilution in the table above.

2. 2.3 Any reference to the amount of Debt repayable to Obsidian Global GP LLC in an Event of Default or redemption , the amount payable is amended to “US$668,800”.

3 Resolution 13

• 3.1 Any reference to the number of convertible notes that Obsidian Global GP, LLC is proposed to receive is replaced as follows: “800,000 convertible notes” is replaced with “608,000 convertible notes”.

• 3.2 Any reference to the amount of Debt repayable to Obsidian Global GP LLC in an Event of Default or redemption, the amount payable is amended to “US$668,800”.

• 4

Resolution 14

• 4.1 Any reference to the amount of Debt repayable to Obsidian Global GP LLC in an Event of Default or redemption , the amount payable is amended to “US$668,800”.

DATED 17 JULY 2020

JUSTYN STEDWELL COMPANY SECRETARY

Enquiries: Should you wish to discuss the matters in this Addendum to Notice of General Meeting please do not hesitate to contact the Company Secretary on +61 3 8395 5446.

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