SPRINTEX LIMITED — Capital/Financing Update 2020

Nov 1, 2020

SPRINTEX LIMITED ACN 106 337 599 SUPPLEMENTARY PROSPECTUS

IMPORTANT INFORMATION

This is a supplementary prospectus ( Supplementary Prospectus ) intended to be read with the prospectus dated 19 October 2020 ( Prospectus ) issued by Sprintex Limited (ACN 106 337 599) ( Company ).

This Supplementary Prospectus is dated 30 October 2020 and was lodged with the Australian Securities and Investments Commission ( ASIC ) on that date. The ASIC, the ASX and their respective officers take no responsibility for the contents of this Supplementary Prospectus.

This Supplementary Prospectus should be read together with the Prospectus. Other than as set out below, all details in relation to the Prospectus remain unchanged. Terms and abbreviations defined in the Prospectus have the same meaning in this Supplementary Prospectus. If there is a conflict between the Prospectus and this Supplementary Prospectus, this Supplementary Prospectus will prevail.

This Supplementary Prospectus will be issued with the Prospectus in hard copy or as an electronic copy and may be accessed on the Company’s website at www.sprintex.com.au.

This is an important document and should be read in its entirety. If you do not understand it, you should consult your professional advisers without delay.

The Directors believe that the changes in this Supplementary Prospectus are not materially adverse from the point of view of an investor. Accordingly, no action needs to be taken if you have already subscribed for new Shares under the Prospectus.

1. BACKGROUND

By this Supplementary Prospectus, the Company makes the amendments to the Prospectus as set out in Section 2. The amendments contained with this Supplementary Prospectus relate to recently announced changes to material contracts and a reduction to the minimum application amount under the Prospectus.

The amendments to the Prospectus outlined in Section 2 below should be read in conjunction with the Prospectus.

2. AMENDMENTS TO THE PROSPECTUS

2.1 General

As announced on 28 October 2020, the Company has entered into a number of variations to the material contracts summarised in the Prospectus which resulted in the issue of securities to related parties on 28 October 2020 rather than upon the Company’s securities being reinstated to trading on the Official List. The Company has also reduced the minimum application amount from $2,000 to $500.

In order to ensure that this information is properly incorporated into the Prospectus, it must be lodged with the ASIC and released to ASX. This Supplementary Prospectus has been drafted to comply with the relevant provisions of the Corporations Act 2001 (Cth).

This Supplementary Prospectus is intended to be read with the Prospectus dated 19 October 2020 issued by Sprintex Limited (ACN 106 337 599).

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2.2 Key Statistics of the Offer

The Key Statistics of the Offer table contained in Section 2 of the Prospectus is deleted and replaced with the following:

	Full Subscription ($6,500,000)
Public Offer Price per Share	$0.086
Shares currently on issue	115,902,604
Shares to be issued under the Recapitalisation _(excluding the Public Offer)1 _	22,731,104
Shares to be issued under the Public Offer	75,581,396
Shares to be issued under the Cleansing Offer	100
Gross Proceeds of the Public Offer	$6,500,000
Shares on issue Post Re-Listing (undiluted)	214,215,204
Market Capitalisation Post Re-Listing (undiluted)2	$18,422,508
Options issued to Proposed Non-Executive Chairman under the Options Offer3	5,000,000
Shares on issue Post Re-Listing (fully diluted)	219,215,204
Market Capitalisation Post Re-Listing (fully diluted)2	$18,852,508

Notes:

1. Assuming 4,049,709 Shares are issued under the Acquisition based on a USD/AUD foreign exchange rate of 1.3931 as at 24 August 2020 (being, the rate referred to in the Notice which is not materially different to the USD/AUD exchange rate on the day prior to the date of this Prospectus). Refer to Section 9.2.1 for further detail regarding the Acquisition.

2. Assuming a Share price of $0.086 (being, the Public Offer price), however the Company notes that the Shares may trade above or below this price.

3. Refer to Section 10.3 for the terms of the Options issued to Mr Wayne Knight.

2.3

Applications

An updated Application Form is attached to this Supplementary Prospectus.

The third paragraph in Section 4.10 of the Prospectus is deleted and replaced with the following:

Applications for Shares under the Public Offer must be for a minimum of $500 worth of Shares (5,814) Shares and thereafter in multiples of 5,814 Shares and payment for the Shares must be made in full at the issue price of $0.086 per Share.

2.4

Capital Structure

The Shares table in Section 5.12 of the Prospectus is deleted and replaced with the following:

This Supplementary Prospectus is intended to be read with the Prospectus dated 19 October 2020 issued by Sprintex Limited (ACN 106 337 599).

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The capital structure of the Company following completion of the Offers is summarised below:

Shares[1 ]

	Full Subscription
_Shares currently on issue2 _	115,902,604
Shares to be issued pursuant to the Recapitalisation (excluding the Public Offer) 3	22,731,104
Shares to be issued pursuant to the Public Offer	75,581,396
Shares to be issued pursuant to the Cleansing Offer	100
Shares to be issued pursuant to the Options Offer	Nil
Total Shares on completion of the Offers	214,215,204

Notes:

1. The rights attaching to the Shares are summarised in Section 10.2.

2. Includes the 15,902,604 Shares issued by the Company on 28 October 2020, comprising:

• (i) 5,755,814 Shares to Lidx Technology Limited (or its nominee), a related party of the Company by virtue of being an entity controlled by Proposed Director, Li Chen; and

• (ii) 10,146,790 Shares to WPF (or its nominee), a related party of the Company by virtue of being an entity controlled by Director, Michael Wilson.

3. Comprising:

• (a) 4,049,709 Shares to be issued to AutoV in consideration for the Acquisition (assuming a USD/AUD foreign exchange rate of 1.3931 (being, the rate as at 24 August 2020 as referred to in the Notice which is not materially different to the USD/AUD exchange rate on the day prior to this Prospectus). Refer to Section 9.2.1 for further detail regarding the Acquisition; and

• (b) 18,681,395 Shares to Ganado Investments Corporation Ltd (or its nominee), an unrelated party of the Company.

Refer to Sections 9.2.2 to 9.2.4 for further details regarding the loan and debt conversion agreements entered into between the Company and Lidx, Ganado and WPF.

2.5 Acquisition Agreement

Section 9.2.1 of the Prospectus is amended to include the following:

The Company and AutoV have also entered into a variation to extend the satisfaction date for the conditions precedent to 31 December 2020.

2.6 Secured Loan Agreement – Lidx Technology Limited

Section 9.2.2 of the Prospectus is amended to include the following:

Lidx and the Company have since entered into a variation to the Lidx Loan ( Lidx Variation ) as only $440,000 was drawn down by the Company ( Outstanding Amount ). Under the Lidx Variation, the Company agreed to issue the Financing Charge and Conversion Shares to Lidx on 28 October 2020 rather than on the reinstatement of the Company’s securities to the Official List. The Lidx Variation also agreed that the

This Supplementary Prospectus is intended to be read with the Prospectus dated 19 October 2020 issued by Sprintex Limited (ACN 106 337 599).

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number of Conversion Shares to be issued was 5,116,279 (being the number of Shares with an issue price of $0.086 to satisfy the Outstanding Amount.

2.7 Debt Conversion Agreement – Wilson’s Pipe Fabrication Pty Ltd

Section 9.2.4 of the Prospectus is amended to include the following:

The Company and WPF have entered into a variation, agreeing to issue the WPF Debt Conversion Shares on 28 October 2020.

2.8 Options issued under the Options Offer

Section 10.3 of the Prospectus is amended to include the following:

(a) Lapse

If the Company’s securities are not reinstated to the Official List prior to 31 December 2020, each Option will automatically lapse.

3. 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.

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Mr Richard Siemens Non-Executive Chairman For and on behalf of Sprintex Limited

This Supplementary Prospectus is intended to be read with the Prospectus dated 19 October 2020 issued by Sprintex Limited (ACN 106 337 599).

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APPLICATION FORM

This Supplementary Prospectus is intended to be read with the Prospectus dated 19 October 2020 issued by Sprintex Limited (ACN 106 337 599).

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Broker/Dealer stamp only

Share Registrars use only

SPRINTEX LIMITED ACN 106 337 599

Offer Application Form

This is an Application Form for Shares in Sprintex Limited ( Company ) and relates to the offer to the public of 75,581,396 Shares at an issue price of $0.086 per Share to raise $6,500,000 ( Public Offer ). The Public Offer is scheduled to close at 5:00pm (WST) on 16 November 2020 (Closing Date) unless extended, closed early or withdrawn. Applications must be received before that time to be valid. A person who gives another person access to this Application Form must at the same time give the other person access to the Prospectus and any additional supplementary prospectuses (if applicable).

The Prospectus contains important information relevant to your decision to invest and you should read the entire Prospectus before applying for Shares. If you are in doubt as to how to deal with this Application Form, please contact your accountant, lawyer, stockbroker or other professional adviser.

1 Number of Shares you are applying for 2 Total amount payable (multiply box 1 by $0.086 per share) , , A$ , , .

Applications for Shares must be a minimum of 5,814 Shares ($500.00) and thereafter in multiples of 5,814 Shares ($500.00).

3 Write the name(s) you wish to register the Shares in (see reverse for instructions) Name of Applicant 1

Name of Applicant 2 or

Name of Applicant 3 or

• 4 Write your postal address here – to be registered against your holding

• Number/Street

Suburb/Town

State Postcode

5 CHESS Participants only – Holder Identification Number (HIN) Note: if the name and address details in sections 3 & 4 above do not match exactly with your registration details held at CHESS, any Shares issued as a result of your Application will be held X on the Issuer Sponsored subregister.

X

• 6 EMAIL ADDRESS ( see reverse of form – this is for all communications legally permissible and despatched by the Company )

• 7 TFN/ABN/EXEMPTION CODE

Applicant 1 Applicant #2 Applicant #3 If NOT an individual TFN/ABN, please note the type in the box C = Company; P = Partnership; T = Trust; S = Super Fund

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8 PAYMENT DETAILS

You may elect to pay your Application Monies via either BPAY® or cheque (further details overleaf). Please indicate which payment option you have chosen by marking the relevant box below.

Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable to “ SPRINTEX LIMITED ” crossed “ NOT NEGOTIABLE ” and forwarded to Advanced Share Registry to arrive no later than the Closing Date.

	Please enter cheque, bank draft or money order details	Drawer		Bank	Branch	Amount
						$
OR
	Payment by BPAY® (if selected, your Application Form does n To pay via BPAY® please complete the online form available at toyour nominated email address.			ot need to be completed and returned): www.advancedshare.com.au/IPO-Offersand payment details will then be emailed

9 CONTACT DETAILS

Please use details where we can contact you between the hours of 9:00am and 5:00pm should we need to speak to you about your application.

9 CONTACT DETAILS Please use details where we can contact you between the hours of 9:00am and 5:00pm	9 CONTACT DETAILS Please use details where we can contact you between the hours of 9:00am and 5:00pm	should we need to speak to you about your application.
Telephone Number		Contact Name(PRINT)
( )

• 10 DECLARATION AND STATEMENTS

By lodging this Offer Application Form:

• I/We declare that I/we have received a copy of the Prospectus dated 19 October 2020 issued by the Company and that I/we are eligible to participate in the Offer.

• I/We declare that all details and statements made by me/us are complete and accurate.

• I/We agree to be bound by the terms and conditions set out in the Prospectus and by the Constitution of the Company.

• I/We acknowledge that the Company will send me/us a paper copy of the Prospectus free of charge if I/we request so during the currency of the Prospectus.

• I/we authorise the Company to complete and execute any documentation necessary to effect the issue of Shares to me/us; and

• I/We acknowledge that returning this Offer Application Form with the application monies will constitute my/our offer to subscribe for Shares in the Company and that no notice of acceptance of this Application will be provided.

INSTRUCTIONS FOR COMPLETION OF THIS OFFER APPLICATION FORM

YOU SHOULD READ THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS OFFER APPLICATION FORM

Please complete all relevant sections of this Offer Application Form using BLOCK LETTERS.

The below instructions are cross-referenced to each section of the Offer Application Form.

1 Number of Shares

Insert the number of Shares you wish to apply for in section 1. Your application must be a minimum of 5,814 Shares ($500.00) and thereafter in multiples of 5,814 Shares ($500.00).

2 Payment Amount

Enter into section 2 the total amount payable. Multiply the number of Shares applied for by $0.086 – the application price per Share.

3 Name(s) in which the Shares are to be registered

Note that ONLY legal entities can hold Shares. The application must be in the name of a natural person(s), companies or other legal entities acceptable by the Company. At least one full given name and surname is required for each natural person.

CORRECT FORMS OF REGISTRABLE TITLE

Type of Investor	Correct Form of Registration	Incorrect Form of Registration
Trusts	Mr John Richard Sample	John Sample Family Trust
Superannuation Funds	Mr John Sample & Mrs Anne Sample	John & Anne Superannuation Fund
Partnerships	Mr John Sample & Mr Richard Sample	John Sample & Son
Clubs/Unincorporated Bodies	Mr John Sample < Food HelpClub A/C>	Food Help Club
Deceased Estates	Mr John Sample	Anne Sample (Deceased)

4 Postal Address

Enter into section 4 the postal address to be used for all written correspondence. Only one address can be recorded against a holding. With exception to annual reports, all communications to you from the Company will be mailed to the person(s) and address shown. Annual reports will be made available online when they are released. Should you wish to receive a hard copy of the annual report you must notify the Share Registry. You can notify any change to your communication preferences by visiting the registry website – www.advancedshare.com.au

5 CHESS Holders

If you are sponsored by a stockbroker or other participant and you wish to have your allocation directed into your HIN, please complete the details in section 5.

6 Email Address

The Company’s annual report and company information will be available at www.sprintex.com.au. You may elect to receive all communications despatched by Sprintex Limited electronically (where legally permissible) such as a notice of meeting, proxy form and annual report via email.

7 TFN/ABN/Exemption

If you wish to have your Tax File Number, ABN or Exemption registered against your holding, please enter the details in section 7. Collection of TFN’s is authorised by taxation laws but quotation is not compulsory and it will not affect your Application.

8 PAYMENT DETAILS

By making your payment, you confirm that you agree to all of the terms and conditions of the Offer as outlined on this Offer Application Form and within the Prospectus.

Payment by Cheque

If Paying by Cheque, your cheque should be made payable to “ SPRINTEX LIMITED ” in Australian currency, crossed “ NOT NEGOTIABLE ” and drawn on an Australian branch of a financial institution. Please complete your cheque with the details overleaf and ensure that you submit the correct amount as incorrect payments may result in your Application being rejected.

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 Offer Application Form. Cash will not be accepted. A receipt for payment will not be forwarded.

If the amount you pay is insufficient to pay for the number of Shares you apply for, you will be taken to have applied for such lower number of Shares as that amount will pay for, or your Application will be rejected.

Payment by BPAY®

If paying by BPAY, please complete the online form available at www.advancedshare.com.au/IPO-Offers and payment details will then be emailed to your nominated email address.

9 Contact Details

Please enter contact details where we may reach you between the hours of 9:00am and 5:00pm should we need to speak to you about your Offer Application Form.

10 Declaration

Before completing the Offer Application Form the Applicant(s) should read the Prospectus in full. By lodging the Offer Application Form, the Applicant(s) agrees that this Application is for Shares in the Company upon and subject to the terms of the Prospectus agrees to take any number of Shares equal to or less than the number of Shares indicated in Section 1 that may be issued 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 this Offer Application Form.

HOW TO LODGE YOUR OFFER APPLICATION FORM

Mail or deliver your completed Offer Application Form with your cheque to the following address.

Mailing Address Sprintex Limited C/- Advanced Share Registry Limited PO Box 1156 NEDLANDS WA 6909

Hand Delivery

Sprintex Limited C/- Advanced Share Registry Limited 110 Stirling Highway NEDLANDS WA 6009