SPRINTEX LIMITED — Capital/Financing Update 2022

Jul 14, 2022

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Michael van Uffelen Company Secretary 15 July 2022

SPRINTEX LIMITED ACN 106 337 599

PROSPECTUS

For the offers of up to:

• (a) 1,000 Shares in the capital of the Company at an issue price of $0.069 per Share to raise up to $69 (before expenses) ( Cleansing Offer ); and

• (b) 7,961,837 Options, exercisable at $0.10 each, on or before the date that is one (1) year from the date of issue of the Options ( Placement Options ) to investors under the November Placement ( Investors ) ( Placement Options Offer ),

together, the Offers .

This Prospectus has been prepared primarily for the purpose of section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of Securities issued by the Company prior to the Closing Date.

IMPORTANT NOTICE

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The Securities offered under this Prospectus should be considered speculative.

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TABLE OF CONTENTS

1.	CORPORATE DIRECTORY ................................................................................................1
2.	TIMETABLE AND IMPORTANT NOTES...............................................................................2
3.	DETAILS OF THE OFFERS ..................................................................................................4
4.	PURPOSE AND EFFECT OF THE OFFERS ...........................................................................7
5.	RIGHTS AND LIABILITIES ATTACHING TO SECURITIES...................................................10
6.	RISK FACTORS ...............................................................................................................15
7.	ADDITIONAL INFORMATION.........................................................................................23
8.	DIRECTORS’ AUTHORISATION .......................................................................................31
9.	DEFINITIONS ..................................................................................................................32

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2636-09/2991161_7

1. CORPORATE DIRECTORY

Directors

Registered Office

Steven Apedaile Unit 2/63 Furniss Road Non-Executive Chair DARCH WA 6065 Jude Upton Telephone: +61 8 9262 7277 Managing Director Website: www.sprintex.com.au

Li Chen Non-Executive Director ASX Code

Company Secretary

SIX

Michael van Uffelen Solicitors

Share Registry Steinepreis Paganin Lawyers and Consultants Advanced Share Registry Level 4, The Read Buildings 110 Stirling Highway 16 Milligan Street NEDLANDS WA 6009 PERTH WA 6000 Telephone: +61 8 9389 8033 Auditors** Email: admin@advancedshare.com.au PKF Brisbane Audit Level 6/10, Eagle St BRISBANE QLD 4000

*These entities have not been involved in the preparation of this Prospectus and have not consented to being named in this Prospectus. Their names are included for information purposes only.

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2636-09/2991161_7

2. TIMETABLE AND IMPORTANT NOTES

2.1 Timetable

Action	Date
Lodgement of Prospectus with the ASIC and ASX	15 July 2022
Opening Date of the Offers	15 July 2022
Issue of Securities pursuant to the November Placement	18 July 2022
Closing Date of the Offers*	5:00 pm (WST) on 28 August 2022

• The Directors reserve the right to bring forward or extend the Closing Date at any time after the Opening Date without notice. As such, the date the Shares are expected to commence trading on ASX may vary with any change in the Closing Date.

** Indicative timetable only.

2.2 Important Notes

This Prospectus is dated 15July 2022 and was lodged with the ASIC on that date. The ASIC, ASX and their respective officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Securities may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

The Offers are only available to those who are personally invited to accept the Offers. Applications for Securities offered pursuant to this Prospectus can only be submitted on an original Application Form which accompanies this Prospectus.

This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

2.3

Web Site – Electronic Prospectus

A copy of this Prospectus can be downloaded from the website of the Company at www.sprintex.com.au. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus, or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company.

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The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

2.4 Risk Factors

Potential investors should be aware that subscribing for Securities in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 6. These risks together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Securities in the future. Accordingly, an investment in the Company should be considered highly speculative. Investors should consider consulting their professional advisers before deciding whether to apply for Securities pursuant to this Prospectus.

2.5 Overseas Investors

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions constitutes a violation of those laws. This Prospectus does not constitute an offer of Securities in any jurisdiction where, or to any person to whom, it would be unlawful to issue in this Prospectus.

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3. DETAILS OF THE OFFERS

3.1 Offers

Under this Prospectus, the Company invites investors identified by the Directors to apply for up to:

• (a) 1,000 Shares at an issue price of $0.069 per Share to raise up to $69 (before expenses) under the Cleansing Offer; and

• (b) 7,961,837 Placement Options, exercisable at $0.10 per Placement Option on or before the date that is one (1) year from the date of issue of the Placement Options, under the Placement Options Offer.

The Offers will only be extended to specific parties on invitation from the Directors. Application Forms will only be provided by the Company to these parties.

All of the Shares offered under this Prospectus will rank equally with Shares on issue at the date of this Prospectus. The full terms and conditions of the Shares are set out in Section 5.1.

The full terms and conditions of the Placement Options are set out in Section 5.2. Shares issued on exercise of the Placement Options will rank equally with Shares on issue at the date of this Prospectus.

3.2

Background to the Placement

On 2 November 2021, the Company announced a placement to raise $4,000,000 via the issue of 53,333,333 Shares at an issue price of $0.075 ( Placement Shares ) together with 26,666,667 free-attaching Options, exercisable at $0.10 each on or before the date that is one (1) year from the date of issue of the Options ( November Placement ). As announced on 25 May 2022, settlement of part of the November Placement has been delayed.

The Company has agreed with certain Investors to issue the remaining 15,923,673 Shares under the November Placement before the Closing Date of the Offers, pursuant to the Company’s available placement capacity under ASX Listing Rules 7.1 and 7.1A, together with one (1) free-attaching Placement Option for every Placement Share subscribed for and issued to them. Accordingly, the total number of Placement Options to be issued will be 7,961,837 Options.

3.3 Cleansing Offer

The Cleansing Offer is an offer of up to 1,000 Shares at an issue price of $0.069 per Share to raise up to $69 (before expenses). The Company is seeking to raise only a nominal amount of $69 under this Prospectus and, accordingly, the purpose of this Prospectus is not to raise capital.

The Cleansing Offer will allow the Company to remove any trading restrictions that may have attached to Shares issued by the Company prior to the Closing Date, including the remaining Shares issued under the November Placement.

The Cleansing Offer will only be extended to specific parties on invitation from the Directors. Application Forms will only be provided by the Company to these parties.

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3.4 Application for Shares

Applications for Shares under the Cleansing Offer

Applications for Shares must be made by investors at the direction of the Company and must be made using the Cleansing Offer Application Form accompanying this Prospectus.

Payment for the Shares must be made in full at the issue price of $0.069 per Share.

Completed Cleansing Offer Application Forms and accompanying cheques must be mailed or delivered to the Company as follows:

Delivery by hand	Delivery by post
Unit 2, 63 Furniss Road DARCH WA 6065	Unit 2, 63 Furniss Road DARCH WA 6065

Cheques should be made payable to “ Sprintex Limited” and crossed “ Not Negotiable ”. Completed Cleansing Offer Application Forms and cheques must reach the address set out above by no later than the Closing Date.

Applications for Placement Options under the Placement Options Offer

The Placement Options Offer will only be extended to Investors (or their nominees). As such, the Placement Options Offer Application Forms will only be provided to Investors (or their nominees).

3.5 Minimum subscription

There is no minimum subscription to the Offers.

3.6 Underwriter

The Offers are not underwritten.

3.7 Issue of Securities

Securities issued pursuant to the Offers will be issued in accordance with the ASX Listing Rules and timetable set out in Section 2.1.

Where the number of Securities issued is less than the number applied for, or where no issue is made, surplus application monies will be refunded without any interest to the Applicant as soon as practicable after the closing date of the Offers.

Pending the issue of the Securities or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.

Holding statements for the Securities issued under the Offers will be mailed in accordance with the timetable set out at the commencement of this Prospectus.

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3.8 ASX listing

Application for Official Quotation of the Shares offered pursuant to this Prospectus will be made within 7 days of the date of this Prospectus. If ASX does not grant Official Quotation of the Shares offered pursuant to this Prospectus before the expiration of 3 months after the date of issue of the 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.

The fact that ASX may grant Official Quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Shares now offered for subscription.

The Company will not apply for Official Quotation of the Placement Options offered pursuant to this Prospectus.

3.9 Applicants outside Australia

This Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

No action has been taken to register or qualify the Shares or otherwise permit an offering of the Securities the subject of this Prospectus in any jurisdiction outside Australia. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed. If you are outside Australia, it is your responsibility to obtain all necessary approvals for the issue of the Securities pursuant to this Prospectus. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by you that all relevant approvals have been obtained.

3.10 Enquiries

Any questions concerning the Offers should be directed to Michael van Uffelen, Company Secretary, on +61 8 9262 7277.

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4. PURPOSE AND EFFECT OF THE OFFERS

4.1 Purpose of the Offers

4.1.1 Purpose of the Cleansing Offer

The primary purpose of the Cleansing Offer is to remove any trading restrictions that may have attached to Shares issued by the Company prior to the Closing Date of the Cleansing Offer (including prior to the date of this Prospectus).

Accordingly, the Company is seeking to raise only a nominal amount of $69 under the Cleansing Offer and, accordingly, the purpose of the Cleansing Offer is not to raise capital.

Relevantly, section 708A(11) of the Corporations Act provides that a sale offer does not need disclosure to investors if:

• (a) the relevant securities are in a class of securities that are quoted securities of the body; and

• (b) either:

• (i) a prospectus is lodged with the ASIC on or after the day on which the relevant securities were issued but before the day on which the sale offer is made; or

• (ii) a prospectus is lodged with ASIC before the day on which the relevant securities are issued and offers of securities that have been made under the prospectus are still open for acceptance on the day on which the relevant securities were issued; and

• (c) the prospectus is for an offer of securities issued by the body that are in the same class of securities as the relevant securities.

All of the funds raised from the Cleansing Offer will be applied towards the expenses of the Prospectus. Refer to Section 7.7 for further details relating to the estimated expenses of the Prospectus.

4.1.2 Purpose of the Placement Options Offer

The Placement Options Offer is being made such that relief provided under ASIC Corporations (Sale Offers that Do Not Need Disclosure) Instrument 2016/80 with respect to the on-sale provisions of section 707 of the Corporations Act is available.

Specifically, if the Placement Options under the Placement Options Offer are issued with disclosure under the Prospectus, then the Shares issued upon the exercise of any of those Placement Options can be on-sold within 12-months of their issue, without a disclosure document for the on-sale offer.

4.2 Principal Effect of the Offers

The principal effect of the Offers (assuming that the Placement Options are issued, and no other Securities are issued or exercised or converted) will be to: (a) increase the number of Securities on issue following completion of the Offers as set out below in Section 4.3;

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• (b) remove any trading restrictions that may have attached to Shares issued by the Company without disclosure under Chapter 6D of the Corporations Act prior to the Closing Date of the Cleansing Offer (including prior to the date of this Prospectus); and

• (c) to remove any trading restrictions attaching to Shares issued on exercise of the Placement Options issued under this Prospectus.

4.3 Effect of the Offers on capital structure

The effect of the Offers on the Company’s capital structure is set out below.

**Shares1 **	Number
Shares currently on issue1	250,020,994
Shares to be issued under this Prospectus	1,000
Shares to be issued under the November Placement2	15,923,673
Total Shares on issue on completion of the Offers	265,945,667

Notes:

1. The rights and liabilities attaching to the Shares are summarised in Section 5.1.

2. Assuming the maximum number of Shares yet to be issued under the November Placement are issued by the Company.

Options	Number
Unlisted Options exercisable at $0.10 on or before 13 December 2022	486,670
Unlisted Options exercisable at $0.10 each on or before 12 April 2023	16,204,839
Unlisted Options exercisable at $0.10 each on or before 18 May 2023	1,333,333
Unlisted Options exercisable at $0.10 each on or before 22 June 2023	1,166,667
Unlisted Options exercisable at $0.086 on or before 12 April 2024	5,000,000
Unlisted Options exercisable at $0.086 on or before 19 May 2024	3,000,000
Unlisted Options exercisable at $0.015 on or before 19 May 2024	2,000,000
Unlisted Options to be issued pursuant to the Placement Options Offer exercisable at $0.10 each on or before 1 year from the date of issue1,2	7,961,837
Total Options on issue on completion of the Offers	37,153,346

Notes:

1. The terms and conditions attaching to the Placement Options are summarised in Section 5.2.

2. Assuming completion of the placement announced on 2 November 2021.

Performance Rights	Number
Performance Rights currently on issue	20,520,000

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Performance Rights	Number
Performance Rights to be issued under this Prospectus	Nil
Total Performance Rights on issue on completion of the Offers	20,520,000

4.4 Financial effect of the Offers

After expenses of the Offers of approximately $10,000 there will be no proceeds from the Offers. The expenses of the Offers (exceeding $69) will be met from the Company’s existing cash reserves.

As such, the Offers will have an effect on the Company’s financial position, being receipt of funds of $69 less costs of preparing the Prospectus of approximately $10,000.

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5. RIGHTS AND LIABILITIES ATTACHING TO SECURITIES

5.1 Shares

The following is a summary of the more significant rights and liabilities attaching to Shares to be issued pursuant to this Prospectus. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights and liabilities attaching to Shares are set out in the Company’s Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

The following is a summary of the more significant rights and liabilities attaching to Shares to be issued pursuant to this Prospectus. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights and liabilities attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

(a) General meeting and notices

Each member is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, accounts and other documents required to be sent to members under the Constitution, the Corporations Act or the Listing Rules.

(b) Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at a general meeting of the Company every holder of fully paid ordinary shares present in person or by an attorney; representative or proxy has one vote on a show of hands (unless a member has appointed a proxy) and one vote per share on a poll.

A person who holds a share which is not fully paid is entitled, on a poll, to a fraction of a vote equal to the proportion which the amount paid bears to the total issue price of the share.

Where there are 2 or more joint holders of a share and more than one of them is present at a meeting and tenders a vote in respect of the share, the Company will count only the vote cast by the member whose name appears first in the Company’s register of members.

(c) Issues of further Shares

The Directors may, on behalf of the Company, issue, grant options over unissued shares to any person on the terms, with the rights, and at the times that the Directors decide. However, the Directors must act in accordance with the restrictions imposed by the Constitution, Listing Rules, the Corporations Act and any rights for the time being attached to the shares in any special class of those shares.

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(d) Variation of Rights

Unless otherwise provided by the terms of issue of a class of shares and subject to the Corporations Act, the rights attached to the shares in any class may be varied or cancelled only with the written consent of the holders of at least three-quarters of the issued shares of the affected class, or by special resolution passed at a separate meeting of the holders of the issued shares of the affected class.

(e)

Transfer of Shares

Subject to the Constitution, the Corporations Act and Listing Rules, Shares are freely transferable.

The Shares may be transferred by a proper transfer effected in accordance with the ASX Settlement Operating Rules, by any other method of transferring or dealing with Shares introduced by ASX and as otherwise permitted by the Corporations Act or by a written instrument of transfer in any usual form or in any other form approved by either the Directors or ASX that is permitted by the Corporations Act.

The Directors may decline to register a transfer of Shares (other than a proper transfer in accordance with the ASX Settlement Operating Rules) where permitted to do so under the Listing Rules. If the Directors decline to register a transfer, the Company must, within 5 business days after the transfer is delivered to the Company, give the party lodging the transfer written notice of the refusal and the reason for the refusal. The Directors must decline to register a transfer of Shares when required by law, by the Listing Rules or by the ASX Settlement Operating Rules.

(f) Dividends

The Directors may from time to time determine dividends to be distributed to members according to their rights and interests. The Directors may fix the time for distribution and the methods of distribution. Subject to the terms of issue of shares, the Company may pay a dividend on one class of shares to the exclusion of another class.

Each share carries the right to participate in the dividend in the same proportion that the amount for the time being paid on the share (not credited) bears to the total amounts paid and payable (excluding amounts credited) in respect of such shares.

(g) Dividend reinvestment and Share plans

Subject to the requirements in the Corporations Act and the Listing Rules, the Directors may implement and maintain dividend reinvestment plans (under which any member may elect that dividends payable by the Company be reinvested by way of subscription for fully paid shares in the Company).

(h) Capitalisation of profits

Subject to the Listing Rules and any rights or restrictions attaching to any class of shares, the Company may capitalise profits. Members are entitled to participate in a capital distribution in the same proportions in which they are entitled to participate in dividends.

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(i) Winding-up

Subject to the rights of holders of shares with special rights in a windingup and the Corporations Act, if the Company is wound up all monies and property that are to be distributed among Shareholders on a winding-up, shall be distributed in proportion to the Shares held by them respectively, irrespective of the amount paid-up or credited as paid-up on the Shares.

(j) Shareholder liability

As the Shares issued will be fully paid shares, they will not be subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

(k) Alteration of constitution

In accordance with the Corporations Act, the Constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

5.2 Placement Options

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.10 per Option ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on or before the date that is one (1) year from the date of issue of the Options ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment

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of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g)

Timing of issue of Shares on exercise

Within five Business Days after the Exercise Date, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(i) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h)

Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i)

Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(j)

Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(k) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

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(l) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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6. RISK FACTORS

6.1 Introduction

The Securities offered under this Prospectus are considered highly speculative. An investment in the Company is not risk free and the Directors strongly recommend potential investors to consider the risk factors described below, together with information contained elsewhere in this Prospectus and to consult their professional advisers before deciding whether to apply for Securities pursuant to this Prospectus.

There are specific risks which relate directly to the Company’s business. In addition, there are other general risks, many of which are largely beyond the control of the Company and the Directors. The risks identified in this Section, or other risk factors, may have a material impact on the financial performance of the Company and the market price of the Securities.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

6.2 Company specific

(a) Going concern

The Company’s audited annual financial report for the year ended 30 June 2021 includes an explanatory note in the Company’s accounts to the following effect:

“The Company has net assets of $2,844,899 (2020: net liabilities of $7,546,333) and net current assets of $2,295,672 (2020: net current liabilities of $7,728,038) as at 30 June 2021 and incurred a profit of $127,636 (2020: loss of $2,834,549) and net operating cash outflows of $3,350,036 (2020: $1,014,576) for the year ended 30 June 2021.

The Group’s ability to continue as a going concern and meet its debts and future commitments as and when they fall due is dependent on a number of factors, including:

• (i) delivery of existing and new products through the Company’s distribution network to generate sales revenues and positive cash flows;

• (ii) the ability of the Company to raise additional funding; and

(iii) the success of the manufacturing facilities in China and Malaysia.

The financial report has been prepared on a going concern basis, which contemplates the continuity of normal business and economic activities and the realisation of assets and discharge of liabilities in the normal course of business. In arriving at this position, in the opinion of the directors the Company will, based on varying cash flow forecasts, have access to sufficient funds to meet administrative and other committed expenditure for a period of not less than 12 months from the date of this report.

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With the increasing disruption to normal economic and business activity, as a result of the COVID-19 pandemic announced by the World Health Organisation in March 2020 and the Federal Government’s subsequent announcements of protocols that have already been instigated and the potential for others, the likelihood of normal business operating conditions prevailing in the near term is uncertain. This creates a level of uncertainty about the future trading outlook for all organisations in Australia and the Company is no exception. It is not possible to reliably assess the potential impacts at the present time.

Consequently, the Directors believe that the above factors represent a material uncertainty that casts significant doubt as to whether the Company will be able to continue as a going concern and pay its debts as and when they fall due and realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial statements.”

(b) Inflation

Rising global inflation rates may have a material effect on the Company’s business, financial condition or results of operations. The Company’s costs may become subject to significant inflationary pressures and the Company may not be able to fully offset such higher costs through price increases. The Company and its Directors are alive to the current high levels of inflation globally and will continue to take steps to alleviate any adverse effects to the Company’s operations.

(c) Coronavirus (COVID-19)

The outbreak of the coronavirus ( COVID-19 ) is impacting global economic markets. The nature and extent of the effect of the outbreak on the performance of the Company remains unknown. The Company’s Share price may be adversely affected in the short to medium term by the economic uncertainty caused by COVID-19. Further, any governmental or industry measures taken in response to COVID-19 may adversely impact the Company’s operations and are likely to be beyond the control of the Company.

The COVID-19 pandemic may also give rise to issues, delays or restrictions in product processing and packaging and the Company’s ability to deliver products to customers, which may result in cost increases or adverse impacts on sales. In addition, the effects of COVID-19 on the Company’s Share price and global financial markets generally may also affect the Company’s ability to raise equity or debt or require the Company to issue capital at a discount, which may in turn cause dilution to Shareholders.

The Directors are actively monitoring the situation closely and have considered the impact of COVID-19 on the Company’s business and financial performance. However, the situation is continually evolving, and the consequences are therefore inevitably uncertain.

(d)

Ukraine Conflict

The current evolving conflict between Ukraine and Russia ( Ukraine Conflict ) is impacting global economic markets. The nature and extent of the effect of the Ukraine Conflict on the performance of the

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Company remains unknown. The Company’s Share price may be adversely affected in the short to medium term by the economic uncertainty caused by the Ukraine Conflict.

The Directors are continuing to closely monitor the potential secondary and tertiary macroeconomic impacts of the unfolding events, including the changing pricing of markets and the potential of cyber activity impacting governments and businesses. Further, any governmental or industry measures taken in response to the Ukraine Conflict, including limitations on travel and changes to import/export restrictions and arrangements involving Russia, may adversely impact the Company’s operations and are likely to be beyond the control of the Company. The Company is monitoring the situation closely and considers the impact of the Ukraine Conflict on the Company’s business and financial performance to, at this stage, be limited impact. However, the situation is continually evolving, and the consequences are therefore inevitably uncertain.

(e) Research and development risks

The Company can make no representation that any of its research into or development of new technologies or products will be successful, that any development milestones will be achieved, or that the products will be developed into products that are commercially exploitable.

There are many risks inherent in the development of products in the automotive sector, particularly where the products are in early stages of development. Projects can be delayed or fail to demonstrate any benefit, or research may cease to be viable for a range of scientific and commercial reasons. Whilst the Company will continue product development and research on automotive technologies, and the use of substitute materials and processes used in the manufacture of its products, there is a risk that the development of new products will require costs beyond those budgeted and even if developed, there is no guarantee that the products can be successfully commercialised or exploited.

(f)

Manufacturing risk

The Company regularly applies its technologies to products and applications that require the technology to be manufactured to a standard and at a cost acceptable to the industry, regulators and partners. There can be no guarantee that suitable manufacturers, manufacturing processes, techniques and materials can be found to a standard, cost or quality acceptable to the industry, market or partners.

The Company has established manufacturing facilities in Malaysia and is establishing manufacturing facilities in China. This subjects the Company to associated regulatory, political and exchange rate risks. Whilst the Company has experience of operating in Malaysia, the Directors have identified an experienced and qualified director who is resident in Malaysia, to serve as a director of the Malaysian entity, to assist in mitigating the risks associated with operating in a foreign jurisdiction.

In addition, the Company notes that Proreka Sprintex (the Company’s wholly owned subsidiary) is staffed entirely by experienced Malaysian

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nationals, reducing risks associated with maintaining ex-pat staff in a foreign jurisdiction.

(g) Product liability and uninsured risks

The Company may be exposed to potential product liability risks, which are inherent in the research and development, manufacturing, marketing and use of products in the automotive sectors. It will be necessary to secure insurance to help manage such risks. The Company may not be able to maintain insurance for product or service liability on reasonable terms in the future. In addition, the Company’s insurance may not be sufficient to cover large claims, or the insurer could disclaim coverage on claims.

(h)

Protection of Intellectual Property Rights

Securing intellectual property rights, in particular patents, is an integral part of securing potential product value from the outcomes of research and development. Competition in retaining and sustaining protection of intellectual property rights and the complex nature of automotive products can lead to expensive and lengthy patent disputes for which there can be no guaranteed outcome.

The commercial value of the Company’s intellectual property is dependent on legal protections. These legal mechanisms, however, do not guarantee that the intellectual property will be protected or that the Company's competitive position will be maintained. No assurance can be given that employees or third parties will not breach confidentiality agreements, infringe or misappropriate the Company's intellectual property or commercially sensitive information, or that competitors will not be able to produce non-infringing competitive products. Because the patent positions of companies with investments in automotive parts can be highly uncertain, and frequently involve complex legal and scientific evaluation, neither the breadth of claims allowed in patents, nor their enforceability can be predicted. There can be no assurance that any patents the Company may own or control or license in the future will afford commercially significant protection of the technologies, or that any of the projects that may arise from the technologies will have commercial applications.

It is possible that third parties may assert intellectual property infringement, unfair competition or like claims against the Company under copyright, trade secret, patent, or other laws. While the Company is not aware of any claims of this nature in relation to any of the intellectual property rights in which it has or will acquire an interest, such claims, if made, may harm, directly or indirectly, the Company's business. If the Company is forced to defend claims of intellectual property infringement, whether they are with or without merit or are determined in the Company's favour, the costs of such litigation may be potentially significant and may divert management's attention from normal commercial operations.

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6.3 Industry Specific

(a) Automotive industry risk

Changes in vehicle production volumes in markets where the Company operates and/or changes in the operations, financial condition or market share of the Company’s customers may have an adverse effect on the Company, mitigated by diversification to industrial applications.

(b)

Procurement and manufacturing risks and processes

A number of the Company's suppliers are subject to the risks associated with operating in a foreign country. These risks may include economic, social or political instability or change, hyperinflation, currency nonconvertibility or instability, and changes of law affecting foreign ownership, government participation, taxation, working conditions, rates of exchange, exchange control, licensing, export duties, repatriation of income or return of capital, environmental protection, safety, and labour relations, as well as government control over properties, or government regulations that require the employment of local staff or contractors, or require other benefits to be provided to local residents.

Any future material adverse changes in government policies or legislation in Australia, Malaysia, China, Africa, the Middle East, Europe or the United States of America or in the Company’s relationship with a supplier in one of these countries may affect the viability of the Company and its operations.

Failures of equipment and machinery may result in production delays and lead to an inability of the Company to maintain supply which may have a negative impact on the Company’s future operations, cash flows and viability.

(c)

International Operations

International sales and operations are subject to a number of risks, including:

• (i) potential difficulties in enforcing agreements and collecting receivables through foreign local systems;

• (ii) potential difficulties in protecting intellectual property;

• (iii) increases in costs for transportation and shipping; and

• (iv) restrictive governmental actions, such as imposition of trade quotas, tariffs and other taxes.

Any of these factors could materially and adversely affect the Company’s business, results of operations and financial condition.

(d) Contractors and service providers

The Directors are unable to predict the risk of financial failure, default, insolvency or other managerial failure by any of the contractors used by the Company in any of its activities; or insolvency or other managerial failure by any of the other service providers used by the Company for any activity.

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(e) Market acceptance

The global marketplace for most products is ever changing due to new technologies, new products, changes in preferences, changes in regulation and other factors influencing market acceptance or market rejection. This market volatility and risk exists despite the best endeavours of market research, promotion and sales and licensing campaigns.

Accordingly, there is a risk that the Company may not be able to commercialise its new products or to retain a viable market for existing products, which could adversely impact the Company’s operations.

(f) Loss of customers

The Company has established important relationships through development of its business to date. The loss of one or more customers through termination or expiry of contracts may adversely affect the operating results of the Company.

(g)

Product liability

As with all products, there is no assurance that unforeseen adverse events or defects will not arise in the Company’s products. Adverse events could expose the Company to product liability claims or litigation, resulting in the removal of regulatory approval for the relevant products and/or monetary damages being awarded against the Company. In such event, the Company's liability may exceed the Company's insurance coverage, if any.

(h) Foreign exchange

The Company operates in a variety of jurisdictions, including, without limitation, Australia, the United States of America, Malaysia and China, and as such, the majority of the Company’s sales, purchases and production are outside of Australia and are denominated in currencies other than Australian dollar. Any fluctuations in currency exchange rates may adversely or beneficially affect the Company’s results or operations and cash flows. For example, the appreciation or depreciation of the US dollar relative to the Australian dollar would result in a foreign currency loss or gain. Any depreciation of currencies in foreign jurisdictions in which the Company operates may result in lower than anticipated revenue, profit and earnings of the Company. Further, the Company has decided to not put in place any hedges in relation to foreign exchange. This may result in the Company being exposed to exchange rate risk, which may have an adverse impact on the profitability or financial position of the Company. However, the Company sources the majority of its raw materials and parts in US dollars and with the exception of Australia, sells its products based on US dollar pricing, significantly reducing risks attributed to foreign exchange variations.

(i)

Emissions standards

Currently, the Company’s main product lines are certified in accordance with CARB requirements. Whilst California is recognised as adopting the most stringent emission standards in the world for both vehicle emissions and industrial pollutants, the Company does not maintain certification elsewhere, meaning that in some jurisdictions testing may be required by vehicle licencing authorities to demonstrate emissions compliance.

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However, the Company notes that it does not consider this risk to be material as majority of the Company’s sales are based on US models that require CARB and EPA approval (for which the Company has obtained) and CARB is recognised as being the most stringent emissions standards.

There is no guarantee that the Company will be able to continue to certify its products pursuant to CARB. Any change in regulation that resulted in the Company being unable to comply with CARB requirements would have material adverse effect on the sale of the Company’s products in the USA and the Company’s financial position.

6.4 General Risks

(a) Economic

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s research and development activities, as well as on its ability to fund those activities.

(b) Market conditions

Share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

• (i) general economic outlook;

• (ii) introduction of tax reform or other new legislation;

• (iii) interest rates and inflation rates;

• (iv) changes in investor sentiment toward particular market sectors;

• (v) the demand for, and supply of, capital; and

• (vi) terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and biotechnology stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

(c) Competition risk

The industry in which the Company will be involved is subject to domestic and global competition. Although the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, which activities or actions may, positively or negatively, affect the operating and financial performance of the Company’s projects and business.

(d) Additional requirements for capital

The Company’s capital requirements depend on numerous factors. Depending on the Company’s ability to generate income from its

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operations, the Company may require further financing in addition to amounts raised under the Offers. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities.

If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its research and development programmes as the case may be. There is however no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company.

(e)

Taxation

The acquisition and disposal of Securities will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Securities from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Securities under this Prospectus.

(f) Reliance on key personnel

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

6.5 Speculative investment

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Securities offered under this Prospectus.

Therefore, the Securities to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Securities.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Securities pursuant to this Prospectus.

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7. ADDITIONAL INFORMATION

7.1 Litigation

At the date of this Prospectus, the Company is not involved in any legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against the Company.

7.2 Continuous disclosure obligations

The Company is a “disclosing entity” (as defined in section 111AC of the Corporations Act) for the purposes of section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company’s securities.

This Prospectus is a “transaction specific prospectus”. In general terms a “transaction specific prospectus” is only required to contain information in relation to the effect of the issue of securities on the Company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 3 months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.

The Company, as a disclosing entity under the Corporations Act states that:

• (a) it is subject to regular reporting and disclosure obligations;

• (b) copies of documents lodged with the ASIC in relation to the Company (not being documents referred to in section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and

• (c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:

• (i) the annual financial report most recently lodged by the Company with the ASIC;

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• (ii) any half-year financial report lodged by the Company with the ASIC after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC; and

• (iii) any continuous disclosure documents given by the Company to ASX in accordance with the ASX Listing Rules as referred to in section 674(1) of the Corporations Act after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC.

Copies of all documents lodged with the ASIC in relation to the Company can be inspected at the registered office of the Company or an ASIC office during normal office hours.

Details of documents lodged with ASX since the date of lodgement of the Company’s latest annual financial report and before the lodgement of this Prospectus with the ASIC are set out in the table below :

Date	Description of Announcement
05/07/2022	Change of Director’s Interest Notice
28/06/2022	Change of Director’s Interest Notice
27/06/2022	Project Update Report
24/06/2022	Notification regarding unquoted securities - SIX
24/06/2022	Application for quotation of securities - SIX
3/06/2022	Change of Director's Interest Notice - corrected
3/06/2022	Change of Director's Interest Notice
31/05/2022	Response to ASX Query Letter
25/05/2022	Change of Director's Interest Notice
25/05/2022	Update on Placement
24/05/2022	Change of Director's Interest Notice
20/05/2022	Notification regarding unquoted securities – SIX
20/05/2022	Application for quotation of securities - SIX
29/04/2022	Quarterly Activities/Appendix 4C Cash Flow Report
20/04/2022	Change of Director's Interest Notice x 2
14/04/2022	Notification regarding unquoted securities - SIX
14/04/2022	Application for quotation of securities - SIX
12/04/2022	Reinstatement to Official Quotation
12/04/2022	Court Orders Granted Cleansing Secondary Trading of Shares
06/04/2022	Disclosure Document
29/03/2022	Suspension from Official Quotation
24/03/2022	Trading Halt

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Date	Description of Announcement
22/03/2022	Becoming a substantial holder
14/03/2022	Change of Director's Interest Notice
08/03/2022	Change of Director's Interest Notice
08/03/2022	Change of Director's Interest Notice
07/03/2022	Sprintex Commissioned to Design Innovative New e-Compressors
02/03/2022	Change of Director's Interest Notice
25/02/2022	Half Yearly Report and Accounts
24/02/2022	Notification regarding unquoted securities - SIX
22/02/2022	Sprintex Progress Report
09/02/2022	Application for quotation of securities - SIX
31/01/2022	Quarterly Activities/Appendix 4C Cash Flow Report
14/12/2021	Notification regarding unquoted securities - SIX
14/12/2021	Application for quotation of securities - SIX
14/12/2021	Security Purchase Plan Results
10/12/2021	Results of Meeting
10/12/2021	AGM Presentation
11/11/2021	Notice of Annual General Meeting/Proxy Form
09/11/2021	Application for quotation of securities - SIX
09/11/2021	Update - Proposed issue of securities - SIX
09/11/2021	Updated SPP Timetable
09/11/2021	Prospectus
08/11/2021	Final Director's Interest Notice
08/11/2021	Director Retirement
02/11/2021	Proposed issue of securities - SIX
02/11/2021	Proposed issue of securities - SIX
02/11/2021	Placement, SPP and AGM Deferral
01/11/2021	Quarterly Activities/Appendix 4C Cash Flow Report
29/10/2021	Trading Halt
27/10/2021	Investor Webinar Presentation
26/10/2021	Investor Webinar
25/10/2021	Industrial Air Compressor Supply Agreement
21/10/2021	Future Energy Investor Conference Presentation
21/10/2021	Trading Halt

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Date	Description of Announcement
14/10/2021	Sprintex to Present at the Future Energy Investor Conference
29/09/2021	Director Nominations
14/09/2021	Reinstatement to Official Quotation
14/09/2021	Agreement to Supply Hydrogen Fuel Cell Compressors
13/09/2021	Suspension From Official Quotation
09/09/2021	Trading Halt
31/08/2021	Appendix 4G and Corporate Governance Statement

ASX maintains files containing publicly available information for all listed companies. The Company’s file is available for inspection at ASX during normal office hours.

The announcements are also available through the Company’s website www.sprintex.com.au .

7.3 Market price of Shares

The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on ASX.

The highest, lowest and last market sale prices of the Shares on ASX during the three months immediately preceding the date of lodgement of this Prospectus with the ASIC and the most recent dates of those sales were:

	Price	Date
Highest	$0.075	14 April 2022
Lowest	$0.044	14 June 2022
Last	$0.057	14 July 2022

7.4 Details of substantial holders

Based on publicly available information as at 15 July 2022, those persons which (together with their associates) have a relevant interest in 5% or more of the Shares on issue are set out below:

Shareholder	Shares	%
China Automotive Holdings Limited	33,154,390	12.5%
Mr Michael John Wilson and Mrs Megan Joy Wilson	28,321,511	10.6%
Euro Mark Limited	21,027,296	7.9%
David Paul Steicke	14,250,000	5.4%

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7.5 Directors’ Interests

Other than as set out below or elsewhere in this Prospectus, no Director nor any firm in which such a Director is a partner, has or had within 2 years before the lodgement of this Prospectus with the ASIC, any interest in:

• (a) the formation or promotion of the Company;

• (b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offers pursuant to this Prospectus; or

• (c) the Offers,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any Director or to any firm in which any such Director is a partner or director, either to induce them to become, or to qualify them as, a Director or otherwise for services rendered by them or by the firm in connection with the formation or promotion of the Company or the Offers.

Director	Shares	Performance Rights
Steven Apedaile	3,290,5071	2,500,0002
Jude Upton	302,8443	5,000,0003
Li Chen	7,034,883	5,000,000

Notes:

1. Held indirectly by Mr Steven James Apedaile and Mrs Michelle Apedaile ATF Apedaile Family A/C, of which Mr Apedaile is a trustee and beneficiary.

2. Held indirectly by Mr Steven James Apedaile and Mrs Michelle Apedaile ATF Super Fund A/C, of which Mr Apedaile is a trustee and beneficiary.

3. Held indirectly by Top Fuel Promotions Pty Ltd, an entity controlled by Mr Upton.

Remuneration

The remuneration of an executive Director is decided by the Board, without the affected executive Director participating in that decision-making process. The total maximum remuneration of non-executive Directors is initially set by the Constitution and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-executive Directors’ remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-executive Director. The current amount has been set at an amount not to exceed $300,000 per annum.

A Director may be paid fees or other amounts (ie non-cash performance incentives such as Options, subject to any necessary Shareholder approval) as the other Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. In addition, Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors.

The following table shows the total (and proposed) annual remuneration paid to both executive and non-executive directors.

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Director	Remuneration financial year ended 30 June 2021	Remuneration financial year ended 30 June 2022	Proposed Remuneration financial year ended 30 June 2023
Steven Apedaile1	$8,333	$93,9302	$133,5375
Jude Upton1	$50,000	$332,9273	$507,0736
Li Chen1	$8,333	$132,9274	$307,0737

Notes:

1. Appointed as a Director on 16 April 2021.

2. Comprising of directors’ fees/salaries of $44,667, share-based payments of $46,463 and superannuation of $2,800.

3. Comprising of directors’ fees/salaries of $240,000 and share-based payments of $92,927.

4. Comprising of directors’ fees/salaries of $40,000 and share-based payments of $92,927.

5. Comprising of directors’ fees/salaries of $48,000, share-based payments of $46,463 and superannuation of $5,040.

6. Comprising of directors’ fees/salaries of $240,000 and share-based payments of $267,073.

7. Comprising of directors’ fees/salaries of $40,000 and share-based payments of $267,073.

Other than as set out below or elsewhere in this Prospectus, no:

• (a) person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;

• (b) promoter of the Company; or

• (c) underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue,

holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

• (d) the formation or promotion of the Company;

• (e) any property acquired or proposed to be acquired by the Company in connection with:

• (i) its formation or promotion; or

• (ii) the Offers; or

• (f) the Offers,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of these persons for services provided in connection with:

• (g) the formation or promotion of the Company; or

• (h) the Offers.

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Steinepreis Paganin has acted as the solicitors to the Company in relation to the Offer. The Company estimates it will pay Steinepreis Paganin $5,000 (excluding GST and disbursements) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin has been paid fees totalling $387,178.59 in fees (excluding GST and disbursements) for legal services provided to the Company.

7.6 Consents

Chapter 6D of the Corporations Act imposes a liability regime on the Company (as the offeror of the Securities), the Directors, the persons named in the Prospectus with their consent as Proposed Directors, any underwriters, persons named in the Prospectus with their consent having made a statement in the Prospectus and persons involved in a contravention in relation to the Prospectus, with regard to misleading and deceptive statements made in the Prospectus, Although the Company bears primary responsibility for the Prospectus, the other parties involved in the preparation of the Prospectus can also be responsible for certain statements made in it.

Each of the parties referred to in this Section:

• (a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section; and

• (b) in light of the above, only to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section.

Steinepreis Paganin has given its written consent to being named as the solicitors to the Company in this Prospectus. Steinepreis Paganin has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

7.7 Estimated expenses of Prospectus

The total expenses of this Prospectus are estimated to be approximately $10,000 as follows:

Expense	($)
ASIC Fees	3,206
ASX Fees	1,375
Legal Fees	5,000
Miscellaneous and other expenses	419
Total	$10,000

7.8 Electronic Prospectus

ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

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If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please phone the Company on +61 8 8 9262 7277 and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus, or both.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or Prospectus or any of those documents were incomplete or altered.

7.9 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship

The Company will not be issuing Share certificates. The Company is a participant in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of Securities issued to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

7.10 Privacy Act

If you complete an application for Securities, you will be providing personal information to the Company. The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company’s Share Registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company if you wish to do so at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Securities, the Company may not be able to accept or process your application.

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8. DIRECTORS’ AUTHORISATION

This 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 Prospectus with the ASIC.

==> picture [79 x 67] intentionally omitted <==

---

Michael van Uffelen Company Secretary For and on behalf of SPRINTEX LIMITED

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9. DEFINITIONS

$ means Australian dollars.

Applicant means an investor who applies for Shares or Options pursuant to the Offers.

Application Form means an application form either attached to or accompanying this Prospectus.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it, as the context requires.

ASX Listing Rules means the listing rules of the ASX.

ASX Settlement Operating Rules means the settlement rules of the securities clearing house which operates CHESS.

Board means the board of Directors unless the context indicates otherwise.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX declares is not a business day.

Cleansing Offer means the offer of up to 1,000 Shares at an issue price of $0.069 per Share to raise up to $69.

Cleansing Offer Application Form means an application form in respect of the Cleansing Offer either attached to or accompanying this Prospectus.

Closing Date means the date specified in the timetable in Section 2.1 (unless extended or brought forward).

Company means Sprintex Limited (ACN 106 337 599).

Constitution means the constitution of the Company as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company as at the date of this Prospectus.

Investor means a subscriber for Securities under the November Placement.

November Placement means the placement of Securities announced by the Company on 2 November 2021.

Offers means the Cleansing Offer and the Placement Options Offer.

Official Quotation means official quotation on ASX.

Opening Date means the opening date of the Offer as specified in the timetable set out in Section 2.1 (unless varied).

Option means an option to acquire a Share.

Placement Options means the free attaching options to be issued to Investors pursuant to the November Placement.

Placement Options Offer means to offer of 7,961,837 Placement Options to the Investors pursuant to the November Placement.

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Placement Options Offer Application Form means an application form in respect of the Placement Options Offer either attached to or accompanying this Prospectus.

Placement Shares means the Shares subscribed for by the Investors pursuant to the November Placement.

Prospectus means this prospectus.

Section means a section of this Prospectus.

Securities means Shares and Options.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

WST means western standard time as observed in Perth, Western Australia.

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