SPRINTEX LIMITED — Capital/Financing Update 2023

Nov 2, 2023

Sprintex Limited ABN: 38 106 337 599

ASX: SIX

ASX RELEASE 3 November 2023

A$1,091,000 CONVERTIBLE NOTE FUNDING SECURED

Sprintex Limited (ASX:SIX) ("Sprintex" or the "Company") is pleased to announce the Company has secured A$1,091,000 by way of issue of convertible notes ("Convertible Notes"), subscribed for by the directors and management of the Company (Steven Apedaile, Jay Upton and Li Chen) ("Directors") to the value of A$400,000, two substantial shareholders of the Company China Automotive Holdings Limited and Euro Mark Limited ("Substantial Shareholders") to the value of A$491,000, with the remainder being subscribed for by sophisticated and professional investors ("Investors").

The Convertible Notes subscribed for by the Directors, Substantial Shareholders and Investors will be issued initially as a loan with the right to convert subject to Shareholder approval.

Each Convertible Note will have a conversion price of A$0.025 per fully paid ordinary share ("Share") if converted on or before 30 June 2025 (Maturity Date).

Each $12,500 invested will entitle the subscriber to convert to 500,000 shares, subject to shareholder approval. Further, each $12,500 invested will entitle the subscriber to 250,000 Options with an exercise price of $0.10 on or before 30 June 2025 (Options). The issue of Options is subject to shareholder approval.

Terms of the convertible notes and the Options are appended.

The funds raised through the issue of the Convertible Notes will be utilised towards the working capital of the Company, aimed mainly at allowing the Company to capitalise on commercialising ecompressor sales opportunities.

• Ends -

This ASX announcement was authorised for release by the Board of Sprintex Limited.

For further information

Sprintex Limited Jay Upton Managing Director

P: +61 8 9262 7277 E: jay.upton@sprintex.com.au W: https://invest.sprintex.com.au/ MMR Corporate Services Pty Ltd Level 5, 52 Phillip Street Sydney, NSW 2000 Australia

P: +61 2 9251 7177 E: Sprintex@mmrcorporate.com

Suite 6, Level 1, 251 Adelaide Terrace, Perth WA 6000 Phone: +61 8 9262 7277 Email: admin@sprintex.com.au URL: www.sprintex.com.au

About Sprintex

Sprintex is a clean air compressor engineering, research, product development and manufacturing company, incorporated in Australia in 2003. Sprintex designs and manufactures electric and mechanically driven clean air compressors for use in a wide variety of applications, including:

• combustion engines where Sprintex sells Sprintex® twin screw superchargers, and supercharger systems incorporating the Sprintex® twin screw supercharger, in the automotive aftermarket and original equipment manufacturer (OEM) market in Australia, Asia, Africa, the Middle East and the United States of America;
• hydrogen fuel cells, which require a constant flow of oxygen rich air; and
• industrial oil-free clean air applications, including wastewater treatment.

1.	Issuer	Sprintex Limited
2.	Subscribers	The Directors, the Substantial Shareholders and the Investors.
3.	Aggregate FaceValue	A$1,091,000
4.	Interest Rate	8% flat rate.
5.	Further Interest	4% flat paid on 1 July 2024 for the period from 1 July 2024 to 31December 2024on convertible notes outstanding at 30 June 2024.
6.	Interest Payment	(a)The Company shall pay the interest owed in advance, by wayof a deduction from the value of Convertible Notessubscribed for, net of any applicable interest withholdingtaxes.(b)Subsequent to the issue of the Convertible Notes, theCompany shall not be liable for any additional interest on theConvertible Notes.
7.	Maturity Date	All Convertible Notes will have a maturity date of 31 December2024("Maturity Date").
8.	Security	The Convertible Notes are unsecured. Each Subscriber shall rankas an unsecured general creditor of the Company.
9.	Conversion Price	A$0.025
10.	Redemption	The Convertible Notes will only be redeemed at the first to occurof the following:(a)the receipt by the Companyof a notice in writing requestingthe Convertible Notes held be redeemedfrom the Subscriber("Redemption Notice")in respect of the Convertible Notes asa result of the exercise of the Subscriber's rightsin the eventthat a person other than the Subscriber acquires an interestin over 50% of the Company's Shares("Change of Control");(b)the receipt by the Companyof a Redemption Notice inrespect of the Convertible Notes as a result of the exercise ofthe Subscriber's rightsdue to anevent of default occurring;and(c)the Maturity Date.
11.	Redemption bythe Company	The Company has the right to redeem the convertible notesat a 10% premium to face value after 30 June 2024

ANNEXURE A – Key Terms of the Convertible Note Deeds

ANNEXURE B – Key Terms of the Options

The terms and conditions of the Options are set out below:

(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 ("Exercise Price").

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on 30 June 2025 ("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 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)(ii) 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.

(l) Transferability

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