SPRINTEX LIMITED — Capital/Financing Update 2014

Nov 19, 2014

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

SPRINTEX LIMITED
------------------	--

ABN

38 106 337 599

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued

Fully Paid Ordinary Shares

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

87,119,794

Fully Paid Ordinary Shares

+ See chapter 19 for defined terms.

4	+securities rank equally inDo the+issueall respects from thedate+classwith anexistingof quoted+securities?+securities doIf the additionalnot rank equally, please state:the date from which they dothe extent to which theyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpaymentthe extent to which they donot rank equally, other than	Yes
	inrelationtothenextdividend,distributionorinterest payment
5	Issue price or consideration	$0.003 per ordinaryshare
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	Capitalisation of existingadvancesintoequity in full satisfaction of thoseadvances,pursuant to resolutions passed at aGeneralMeeting of the Company held on 11November 2014.
6a	+eligible entityIs the entity anthat has obtained security holderapproval under rule 7.1A?If Yes, complete sections 6b– 6h+securities thein relation to thesubject of this Appendix3B, andcomply with section 6i	No
6b	The date the security holderresolution under rule 7.1A waspassed	n/a
6c	+securities issuedNumber ofwithout security holder approvalunder rule 7.1	n/a

+ See chapter 19 for defined terms.

• 6d Number of +securities issued with security holder approval under rule 7.1A
• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 6f Number of +securities issued under an exception in rule 7.2
• 6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.
• 6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
2,309,135,458	Fully Paid Ordinary
	shares

n/a

n/a

n/a

n/a

n/a

n/a

20 November 2014

• See chapter 19 for defined terms.

9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
3,750,000	1,250,000eachofClass B, C and DPerformance Rights

10	Dividend policy (in the case of a
	trust, distribution policy) on the
	increased capital (interests)

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?
12	Isthe issue renounceable or non-renounceable?
13	+securities willRatio in which thebe offered
14	+Class of+securities to which theoffer relates
15	+Recorddatetodetermineentitlements
16	Willholdingsondifferentregisters(or sub-registers)beaggregatedforcalculatingentitlements?
17	Policy for deciding entitlementsin relation to fractions
18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocuments
	entitlements are to be dealt with.
	Note: Securityholders must be told how theirCross reference: rule 7.7.

+ See chapter 19 for defined terms.

19	Closingdateforreceiptofacceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting feeor commission
22	Names of any brokers to the issue
23	Fee or commission payable to thebroker to the issue
24	Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders
25	If the issue iscontingent onsecurity holders' approval, thedate of the meeting
26	Date entitlement and acceptanceform andoffer documentswill besent to persons entitled
27	If the entity has issued options,and the terms entitle optionholders toparticipate on exercise,the date on which notices will besent to option holders
28	Date rights trading will begin (ifapplicable)
29	Date rights trading will end (ifapplicable)
30	How do security holders sell theirentitlementsinfullthrough abroker?
31	How do security holders sellpartof their entitlements through abrokerandacceptforthebalance?

+ See chapter 19 for defined terms.

• 32 How do security holders dispose of their entitlements (except by sale through a broker)?
• 33 +Issue date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of +securities (tick one) (a) +Securities described in Part 1 (b) All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or
documents

35	+securities are+equity securities, the names of the 20 largest holders of theIf the+securities, and the number and percentage of additional+securitiesadditionalheld by those holders
36	+securities are+equity securities, a distribution schedule of the additionalIf the+securities setting out the number of holders in the categories1-1,0001,001-5,0005,001-10,00010,001-100,000100,001 and over
37	+securitiesA copy of any trust deed for the additional

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38	+securities for whichNumber of+quotation is sought
39	+Class of+securities for whichquotation is sought
40	+securities rank equally inDo the+issueall respects from thedate+class of quotedwith an existing+securities?
	+securities do notIf the additionalrank equally, please state:the date from which they dothe extenttowhichtheyparticipateforthenextdividend, (in the case of a trust,distribution)orinterestpaymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distributionorinterestpayment
41	Reason for request for quotationnow
	Example: In the case of restricted securities, endof restriction period
	(if issued upon conversion of+security, clearly identifyanother

42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

that other +security)

+Class

+ See chapter 19 for defined terms.

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.

• 2 We warrant the following to ASX.

  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those +securities should not be granted +quotation.
  • An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ...............Date: 20 November 2014......................... (Director/Company Secretary)

Print name: ROBERT MOLKENTHIN....................

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

+ See chapter 19 for defined terms.

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1–Issues exceeding 15% of capital
Step1: Calculate "A", the base figure from which the placementcapacity is calculated
+ordinarynumber of fully paidInsertsecurities on issue 12 months beforethe+issue date ordate of agreement to issue
Addthe following:
+ordinary•Number of fully paidsecurities issued in that 12 monthperiod under an exception in rule 7.2
+ordinary•Number of fully paidsecurities issued in that 12 monthperiod with shareholder approval
+ordinary•Number of partly paidsecurities that became fully paid in that12 month period
Note:•Include only ordinary securities hereother classes of equity securitiescannot be added•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set outissues ofsecurities on different dates asseparate line items	–
the number of fully paidSubtract+ordinary securities cancelled during that12 month period
"A"

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
"A" by 0.15Multiply
Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used
+equity securities issuednumber ofInsertor agreed to be issued in that 12 monthperiodnot countingthose issued:
•Under an exception inrule 7.2
•Under rule 7.1A
•With security holder approval underrule 7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded–not just ordinarysecurities•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates asseparate line items
"C"
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15
Note:number must be same as shown inStep 2
"C"Subtract
Note: number must be same as shown inStep 3
["A" x 0.15]–"C"Total	[Note: this is the remaining placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A–Additional placement capacity for eligible entitiesStep 1: Calculate "A", the base figure from which the placementcapacity is calculated
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
"A" by 0.10Multiply
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
+equity securities issuednumber ofInsertor agreed to beissued in that 12 monthperiod under rule 7.1A
Notes:•This applies to equity securities–notjust ordinary securities•Include here–if applicable–thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equitysecurities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates asseparate line items
"E"

+ See chapter 19 for defined terms.

Step 4: Subtract"E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"A" x 0.10
Note: number must be same as shown inStep 2
"E"Subtract
Note: number must be same as shown inStep 3
["A" x 0.10]–"E"Total
	Note: this is the remainingplacementcapacity under rule 7.1A

+ See chapter 19 for defined terms.