SPRINTEX LIMITED — Capital/Financing Update 2021

Jan 19, 2021

SPRINTEX LIMITED ACN 106 337 599

SECOND SUPPLEMENTARY PROSPECTUS

IMPORTANT INFORMATION

This is a supplementary prospectus ( Second Supplementary Prospectus ) intended to be read with the prospectus dated 19 October 2020 ( Prospectus ) and the supplementary prospectus dated 30 October 2020 ( First Supplementary Prospectus ) issued by Sprintex Limited (ACN 106 337 599) ( Company ).

This Second Supplementary Prospectus is dated 19 January 2021 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 Second Supplementary Prospectus.

This Supplementary Prospectus is a refresh document as defined in section 724(3H) of the Corporations Act, as inserted by ASIC Corporations (Minimum Subscription and Quotation Conditions) Instrument 2016/70.

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

This Second Supplementary Prospectus will be issued with the Prospectus and First Supplementary Prospectus as an electronic prospectus, copies of which may be downloaded free of charge from 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 the information presented in this Supplementary Prospectus, you should consult your professional advisers without delay.

1. BACKGROUND TO SECOND SUPPLEMENTARY PROSPECTUS

1.1 General

By this Second Supplementary Prospectus, the Company makes the amendments to the Prospectus and First Supplementary Prospectus as set out in section 2 below.

The amendments to the Prospectus and First Supplementary Prospectus outlined in section 2 below should be read in conjunction with the Prospectus and First Supplementary Prospectus.

The amendments primarily relate to the Waiver Application described in section 1.2 below and the extension of time to meet the conditions for minimum subscription and quotation as described in section 1.3 below.

This Second Supplementary Prospectus is intended to be read with the Prospectus dated 19 October 2020 and the First Supplementary Prospectus dated 30 October 2020 both issued by Sprintex Limited (ACN 106 337 599).

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1.2 ASX Waiver Application

On 28 September 2020, the Company obtained Shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of, amongst others, the following issues of Shares:

• (a) that number of Shares, which when multiplied by the deemed issue price of $0.086 per Share, equals US$250,000 in part consideration for the Acquisition ( AutoV Shares ); and

• (b) up to 69,767,442 Shares at an issue price of $0.086 per Share to raise up to $6,000,000 under the Public Offer.

ASX Listing Rule 7.3.4 provides that for holders of ordinary securities to approve an issue or agreement to issue under ASX Listing Rule 7.1, the notice of meeting must include the date on which the entity will issue the securities, which, in respect of the AutoV Shares and Public Offer Shares, was no later than 3 months after the date of the General Meeting.

ASX Listing Rule 14.7 provides that where an entity states in a notice of meeting that it will do something that the ASX Listing Rules require it to do, the entity must do that thing.

The Company has applied to the ASX for a waiver from the requirements of ASX Listing Rule 14.7 to enable the Company to issue the AutoV Shares and Public Offer Shares no later than 22 February 2021 ( Waiver Application ). The Company will provide Shareholders with an update in in relation to the outcome of the Waiver Application in due course. If the Waiver Application is not granted by the ASX, the Company will withdraw the Public Offer and the Acquisition will not complete.

1.3 Extension of Time to Meet Conditions for Minimum Subscription and Quotation

The Company makes the following statements regarding the Minimum Subscription Condition as required by ASIC Corporations (Minimum Subscription and Quotation Conditions) Instrument 2016/70 ( Instrument ):

• (a) as at the date of this Supplementary Prospectus, the Company has received $3,900,000 in commitments under the Public Offer;

• (b) as at the date of this Supplementary Prospectus, $1,383,354.10 has been raised, representing applications for 16,085,513 Shares under the Prospectus;

• (c) the Minimum Subscription amount of $6,500,000 will remain unchanged;

• (d) the Minimum Subscription Condition is being amended to extend the period for the Minimum Subscription being achieved from the date 4 months from the date of the Prospectus to 4 months from the date of the Supplementary Prospectus; and

• (e) the Minimum Subscription Condition must be satisfied by 19 May 2021, being the date that is 4 months from the date of this Supplementary Prospectus.

The Company makes the following statements regarding the Quotation Condition as required by the Instrument:

This Second Supplementary Prospectus is intended to be read with the Prospectus dated 19 October 2020 and the First Supplementary Prospectus dated 30 October 2020 both issued by Sprintex Limited (ACN 106 337 599).

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• (a) an application for admission to quotation of Shares offered under the Prospectus was made within 7 days after the date of the Prospectus;

• (b) the Shares offered under the Prospectus have not been admitted to quotation as at the date of this Supplementary Prospectus;

• (c) the ASX has granted the Company conditional approval to list on ASX;

• (d) the key conditions to the Company’s listing that remain outstanding include: (A) completion of the issue of Shares pursuant to the Public Offer;

• (B) confirmation that the Company meets the ASX spread requirements, including that the Company receives applications for Shares to a value of $500 under the Offer from at least 300 non-affiliated shareholders; and

• (C) completion of the Acquisition and the issue of Shares pursuant to the Acquisition;

• (e) the Quotation Condition is being amended to extend the period for admission to quotation of Shares offered under the Prospectus from 3 months from the date of the Prospectus to 3 months from the date of this Second Supplementary Prospectus;

• (f) the Quotation Condition must be satisfied by 19 April 2021, being the date 3 months from the date of this Supplementary Prospectus; and

• (g) as at the date of this Second Supplementary Prospectus, the number of Shares for which applications have been received is 16,085,513 Shares.

2. AMENDMENTS TO THE PROSPECTUS

2.1 General

The Second Supplementary Prospectus has been prepared for the following purposes:

• (a) to provide investors with a revised indicative timetable for the Offers;

• (b) to advise investors that the issue of the Public Offer Shares is also conditional on the grant of a waiver by the ASX from the requirements of ASX Listing Rule 14.7;

• (c) refresh the period for:

• (A) the minimum subscription to the Offers under the Prospectus being achieved; and

• (B) admission to quotation of Shares offered under the Prospectus,

pursuant to the Instrument; and

• (d) to update the payment methods permitted for Applications.

This Second Supplementary Prospectus is intended to be read with the Prospectus dated 19 October 2020 and the First Supplementary Prospectus dated 30 October 2020 both issued by Sprintex Limited (ACN 106 337 599).

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2.2 Indicative Timetable

The indicative timetable contained in Section 2 of the Prospectus is deleted and replaced with the following:

INDICATIVE TIMETABLE

Lodgement of Prospectus with the ASIC	19 October 2020
Opening Date of Offers	19 October 2020
Lodgement of the First Supplementary Prospectus	30 October 2020
Lodgement of the Second Supplementary Prospectus	19 January 2021
Closing Date of the Public Offer and Options Offer	15 February 2021
Issue of Shares under the Public Offer	16 February 2021
Issue of Shares under the Recapitalisation (excluding the Public	16 February 2021
Offer) and Options under the Options Offer
Closing Date of the Cleansing Offer	16 February 2021
Satisfaction of Reinstatement Conditions	17 February 2021
Expected date for readmission to Official List	22 February 2021

1. The above dates are indicative only and may change without notice. Unless otherwise indicated, all time given are WST. The Company reserves the right to extend the Closing Date or close the Offers early without prior notice. The Company also reserves the right not to proceed with the Offers at any time before the issue of Securities to applicants.

2. If the Public Offer is cancelled or withdrawn before completion of the Public Offer, then all application monies will be refunded in full (without interest) as soon as possible in accordance with the requirements of the Corporations Act. Investors are encouraged to submit their applications as soon as possible after the Public Offer open.

2.3 Conditions to the Public Offer

The third paragraph of the front cover of the Prospectus is deleted and replaced with the following:

“The Public Offer is conditional upon satisfaction of the Conditions, which are detailed in Section 4.6. No Securities will be issued pursuant to this Prospectus until those Conditions are met.”

Section 4.6 of the Prospectus is deleted and replaced with the following:

“The Public Offer is conditional upon the ASX granting the Company a waiver from the requirements of ASX Listing Rule 14.7 to enable the issue of the Public Offer Shares after the date that is 3 months from the General Meeting and conditional approval for the Company to be re-admitted to the Official List (together, the Conditions ).

If this Conditions are not satisfied, the Public Offer will not proceed and the Company will repay all application monies received under the Public Offer within the time prescribed under the Corporations Act, without interest.”

This Second Supplementary Prospectus is intended to be read with the Prospectus dated 19 October 2020 and the First Supplementary Prospectus dated 30 October 2020 both issued by Sprintex Limited (ACN 106 337 599).

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2.4 Minimum Subscription

The second paragraph at Section 4.2 of the Prospectus is deleted and replaced with the following:

“If the Minimum Subscription has not been raised within 4 months after the date of this Supplementary Prospectus, the company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest ( Minimum Subscription Condition ).”

2.5 ASX listing

The second paragraph of Section 4.12 of the Prospectus is deleted and replaced with the following:

If the Shares offered under the Prospectus are not admitted to Official Quotation by ASX before the expiration of 3 months after the date of issue of this Supplementary Prospectus, or such period as varied by the ASIC, the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest ( Quotation Condition ).

2.6

Applications

Section 4.10 of the Prospectus is deleted in its entirety and replaced with the following:

“Applications for Shares under the Public Offer must be made by using the relevant Application Form as follows:

• (a) using an online Application Form at www.sprintex.com.au (which will mean that payment of the application monies will also be made electronically (either via BPAY[®] or EFT); or

• (b) completing a paper-based application using the Application Form attached to, or accompanying, this Prospectus or a printed copy of the relevant Application Form attached to the electronic version of this Prospectus.

By completing an Application Form, each applicant under the Public Offer will be taken to have declared that all details and statements made by them are complete and accurate and that they have personally received the Application Form together with a complete and unaltered copy of the Prospectus.

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 $500 (5,814 Shares) and payment for the Shares must be made in full at the issue price of $0.086 per Share.

Completed Application Forms and accompanying cheques, made payable to “ Sprintex Limited ” and crossed “ Not Negotiable ”, must be mailed or delivered to the address set out on the Application Form by no later than

This Second Supplementary Prospectus is intended to be read with the Prospectus dated 19 October 2020 and the First Supplementary Prospectus dated 30 October 2020 both issued by Sprintex Limited (ACN 106 337 599).

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5:00pm (WST) on the Closing Date of the Public Offer, which is scheduled to occur on 15 February 2021.

If paying by BPAY[®] or EFT, please follow the instructions on the Application Form. You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions or via EFT if you are the holder of an account that supports EFT transactions to an Australian bank account.

Applicants using BPAY[®] or EFT should be aware of their financial institutions cut-off time (the time payment must be made to be processed overnight) and ensure payment is process by their financial institution on or before the day prior to the Closing Date of the Public Offer.

If an Application Form is not completed correctly or if the accompanying payment is the wrong amount, the Company may, in its discretion, still treat the Application Form to be valid. The Company’s decision to treat an application as valid, or how to construe, amend or complete it, will be final.

The Company reserves the right to close the Public Offer early.”

3. REPAYMENT OF APPLICATION MONIES RECEIVED UNDER THE PUBLIC OFFER

The Directors of the Company have resolved to refund all application monies received under the Public Offer to date. This Second Supplementary Prospectus advises investors who wish to subscribe for Shares under the Public Offer that no applications will be processed by the Company unless they are received on the Supplementary Application Form attached to or accompanying this Second Supplementary Prospectus (refer to section 4 below).

To date, no Shares have been issued pursuant to the Prospectus. The Company will repay all application monies received from applicants within the time period prescribed by the Corporations Act, without interest. Applicants will be asked to provide their bank details to the Company by 5.00pm (WST) on 21 January 2021 and the Company will refund monies on 25 January 2021. If bank details have not been provided by 21 January 2021, the Company will refund the application money by way of cheque on 25 January 2021.

4. APPLICATIONS

The Company will be accepting Supplementary Application Forms received after the date of this Second Supplementary Prospectus in the form attached to or accompanying this this Second Supplementary Prospectus.

Applications for Shares under the Public Offer after lodgement of this Second Supplementary Prospectus must be made using the Supplementary Application Form attached to or accompanying this Second Supplementary Prospectus. Applications after the date of this Second Supplementary Prospectus must not be made on the Application Forms attached to or accompanying the Prospectus or First Supplementary Prospectus and any such applications will not be valid.

This Second Supplementary Prospectus is intended to be read with the Prospectus dated 19 October 2020 and the First Supplementary Prospectus dated 30 October 2020 both issued by Sprintex Limited (ACN 106 337 599).

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5. DIRECTORS’ AUTHORISATION

This Second 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 Second Supplementary Prospectus with the ASIC.

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

This Second Supplementary Prospectus is intended to be read with the Prospectus dated 19 October 2020 and the First Supplementary Prospectus dated 30 October 2020 both issued by Sprintex Limited (ACN 106 337 599).

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ANNEXURE A – SUPPLEMENTARY APPLICATION FORM

This Second Supplementary Prospectus is intended to be read with the Prospectus dated 19 October 2020 and the First Supplementary Prospectus dated 30 October 2020 both 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 15 February 2021 ( 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 dated 19 October 2020, the first supplementary Prospectus dated 30 October 2020 and the second supplementary Prospectus dated 19 January 2021(together, the Prospectus).

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.

• 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®, EFT/Overseas Telegraphic Transfer 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
or
	EFT/Overseas Telegraphic Transfers	You must complete and return the Application Form including Payment Confirmation/TT Advice to the Share Registry once you made payment. Email address:admin@advancedshare.com.au Please make your payment by EFT/TT in Australian currency, for the appropriate Application Monies. Banking Details Account Name: Sprintex Limited – Public Offer Account No: 535913 BSB: 036034 Bank: Westpac Banking Corporation SWIFT Code: WPACAU2S Reference(Mandatory): Your Last Name/Surname or Corporate/Entity Name.

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 Hand Delivery

Sprintex Limited Sprintex Limited C/- Advanced Share Registry Limited C/- Advanced Share Registry Limited PO Box 1156 110 Stirling Highway NEDLANDS WA 6909 NEDLANDS WA 6009