UNION STAR METALS LTD - Capital/Financing Update 2018

==> picture [574 x 78] intentionally omitted <==

Entitlement Offer Opens and Offer Documents Despatched

Thred Ltd ( ASX : THD, Thred or the Company ) is pleased to remind shareholders that the fully underwritten, non-renounceable entitlement offer to raise up to approximately $2.36 million at $0.004 per New Share opened today, 16 April 2018. The offer closes at 5pm WST on Thursday 26 April 2018.

Personalised Entitlement Forms and an Offer Document were mailed to eligible shareholders today, as per the examples appended below. Eligible Shareholders are those shareholders who:

(a) were registered as a holder of Shares as at the Record Date (being Friday, 13 April 2018);

(b) have a registered address in Australia or New Zealand; and

Shareholders should read the Offer Document carefully before making any investment decision regarding the Offer.

Shareholders who have questions relating to the Offer should contact the lead manager, CPS Capital, on +61 8 9223 2222 between 9:00am and 5:00pm (Perth time) or by email to [email protected].

Thred: Thred Limited (ASX: THD) is a technology company with expertise in geo-location, augmented reality and new communication technologies which yield big data. Thred has developed an in-market version of its new augmented reality and geo-locked chats platform, called Sweep .

Sweep will continually innovate features to leverage important new technologies such as, but not limited to, augmented reality and geolocation. The Company will also progressively integrate proven and tested AR and geo-locked features over the coming months to increase its user audience and drive revenue growth via a new and effective business model. Sweep is now available through iTunes & Play Store. Following a period of user feedback around Sweep features, Thred will periodically release a schedule of updates to Sweep, delivering new features and improvements to increase its user uptake and retention.

Thred has also established an enterprise version of its business model called Agent Reality . This is intended to leverage the Sweep platform technology and capabilities and provide them to brands and 3[rd] party distribution channels. This model delivers the duality of mutual learnings across both consumer and enterprise models while establishing multiple monetisation channels for our Company.

Sweep and Agent Reality are Thred Innovations

==> picture [59 x 57] intentionally omitted <==

==> picture [46 x 20] intentionally omitted <==

==> picture [49 x 58] intentionally omitted <==

==> picture [589 x 60] intentionally omitted <==

ENTITLEMENT AND ACCEPTANCE FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCKBROKER OR LICENSED PROFESSIONAL ADVISER.

ABN 36 124 541 466

==> picture [128 x 42] intentionally omitted <==

THD-8800xxxxxxx	Sub-Register	CHESS
	HIN / SRN	��
	the Record Date, 13 April 2018 Number of Eligible Shares held as at	90,909
	Entitlement to New Shares on 1 New Share for every 2 Shares held basis	45,455
	Amount payable on full acceptance at $0.004 per New Share	$181.82

A non-renounceable pro rata offer of new shares at an issue price of $0.004 per new share on the basis of one (1) new share for every two (2) shares held on the record date to eligible shareholders (offer).

NON-RENOUNCEABLE ENTITLEMENT ISSUE CLOSING AT 5:00PM WST ON THURSDAY, 26 APRIL 2018

To the Directors

Thred Limited

I/We the above mentioned, being registered on 13 April 2018 as the holder(s) of ordinary shares in your Company hereby accept the below mentioned New Shares in accordance with the enclosed Offer Document;
I/We hereby authorise you to place my/our name(s) on the register of shareholders in respect of the number of New Shares allotted to me/us and;
I/We agree to be bound by the Constitution of the Company.

	ENTITLEMENT	ENTITLEMENT
(A)	(B)	(C)	(D)
Number of New Shares applied for (being not more than the entitlement shown above)	Number of additional New Shares applied for (in excess of the entitlement shown above)	Total New Shares applied for	Amount Payable (C) * $0.004
			AUD$

METHOD OF ACCEPTANCE

You can apply for New Shares and make your payment utilising either cheque/bank draft or BPAY[®] (further details overleaf). Please indicate which payment option you have chosen by marking the relevant box below.

METHOD OF ACCEPTANCE	METHOD OF ACCEPTANCE	METHOD OF ACCEPTANCE	METHOD OF ACCEPTANCE	METHOD OF ACCEPTANCE	METHOD OF ACCEPTANCE
You can apply for New Shares and make your payment utilising either cheque/bank draft or BPAY®(further details overleaf). Please indicate which payment option you have chosen by marking the relevant box below.
	Please enter cheque or bank draft details	Drawer	Bank	Branch	Amount
					$
OR
	Biller Code: 212969 xxxxxxx Ref No: 8588800		You can pay by BPAY®. If you choose to pay by BPAY®, you do not need to return this Entitlement and Acceptance Form. Please refer overleaf for details.

CONTACT DETAILS Name: Telephone: Email:

NOTE: Cheques should be made payable to “Thred Limited – Subscription Account” , crossed “Not Negotiable” and forwarded to Advanced Share Registry Ltd, PO Box 1156, Nedlands, Western Australia 6909 to arrive no later than 5:00 pm (WST) on 26 April 2018.

PLEASE REFER OVERLEAF FOR INSTRUCTIONS

THRED LIMITED

REGISTERED OFFICE: Level 24, 77 St Georges Terrace, Perth WA 6000

SHARE REGISTRY: Advanced Share Registry Ltd, 110 Stirling Highway, Nedlands, Western Australia 6009

EXPLANATION OF ENTITLEMENT

The front of this form sets out the number of New Shares which you are entitled to accept.
Your Entitlement may be accepted either in full or in part. There is no minimum acceptance.
The price payable on acceptance of each New Share is $0.004.
Please complete the Entitlement and Acceptance Form overleaf.

APPLICATION INSTRUCTIONS

Payment Details

You can apply for New Shares by utilising the payment options detailed below. There is no requirement to return this Entitlement and Acceptance Form if you are paying by BPAY[®] . By making your payment using either BPAY[®] or by cheque/bank draft, you confirm that you agree to all of the terms and conditions of the Thred Limited Entitlement Offer as outlined on this Entitlement and Acceptance Form and within the accompanying Offer Document.

Your cheque/bank draft should be made payable to “ Thred Limited – Subscription Account” in Australian currency, crossed “ Not Negotiable ” and drawn on an Australian branch of a financial institution. Please complete cheque/bank draft 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)/bank draft(s) to the Entitlement and Acceptance 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 New Shares you apply for, you will be taken to have applied for such lower number of New Shares as that amount will pay for, or your Application will be rejected. If the amount you pay is more than the amount payable for your full Entitlement, you will be taken to have applied for the maximum number of New Shares you are entitled to apply for. The excess money will be considered as your payment for an Application for additional New Shares under the Top Up Facility.

Contact Details

Please enter your contact details where requested overleaf. These details will only be used in the event that the Share Registry has a query regarding this Entitlement and Acceptance Form.

Lodgement of Application

If you are applying for New Shares and your payment is being made by BPAY[®] , you do not need to return this Entitlement and Acceptance Form however you are encouraged to return it to the Share Registry for reconciliation purposes – in that case you can post or send by facsimile (details below). Your payment must be received by no later than 5:00pm (WST) on 26 April 2018. Applicants should be aware that their own financial institution may implement earlier cut off times with regard to electronic payment and should therefore take this into consideration when making payment. It is the responsibility of the Applicant to ensure that funds submitted through BPAY[®] are received by this time.

If you are paying by cheque/bank draft, your Application must be received by the Share Registry by no later than 5:00pm (WST) on 26 April 2018. You should allow sufficient time for this to occur. Please return your Entitlement and Acceptance Form with cheque/bank draft attached.

Neither the Share Registry nor the Company accepts any responsibility if you lodge the Entitlement and Acceptance Form at any other address or by any other means.

Privacy Statement

Personal information is collected on this form by the Share Registry, as registrar for the securities’ issuer, for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to the Share Registry’s related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by the Share Registry, or you would like to correct information that is inaccurate, incorrect or out of date, please contact the Share Registry. In accordance with the Corporations Act, you may be sent material (including marketing material) approved by the securities’ issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting the Share Registry, using the details provided on this form.

If you have any enquiries concerning this Entitlement and Acceptance Form, please contact the Share Registry on phone 1300 113 258 (in Australia), +61 8 9389 8033 (from overseas) or fax +61 8 9262 3723.

==> picture [25 x 33] intentionally omitted <==

Telephone & Internet Banking – BPAY[®]

Call your bank, credit union or building society to make this payment from your cheque or savings account. More info: www.bpay.com.au.

By Mail Hand Delivered Thred Limited c/- Advanced Share Registry Ltd PO Box 1156 or 110 Stirling Highway Nedlands WA 6909 Nedlands WA 6009

Thred Limited

ACN 124 541 466

OFFER DOCUMENT

for

A non-renounceable pro rata offer of new shares at an issue price of $0.004 per new share on the basis of one (1) new share for every two (2) shares held on the record date to eligible shareholders ( offer )

The offer is fully underwritten by CPS Capital.

The offer opens on Monday, 16 April 2018 and closes at 5:00pm WST on Thursday, 26 April 2018. Valid acceptances must be received before that time.

These opening and closing dates are indicative only. Subject to the listing rules and any applicable law, the directors reserve the right to vary these dates, including the closing date , at their discretion.

==> picture [180 x 68] intentionally omitted <==

==> picture [115 x 73] intentionally omitted <==

Lead manager and underwriter CPS Capital Group Pty Ltd Level 45, 108 St Georges Terrace Perth WA 6000

Solicitors to the Offer

Blackwall Legal LLP Level 6, 105 St Georges Terrace Perth WA 6000

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

The securities offered by this document should be considered as highly speculative.

	CONTENTS
1.	CORPORATE DIRECTORY ............................................................................................. 3
2.	TIMETABLE ......................................................................................................................... 4
3.	IMPORTANT INFORMATION ....................................................................................... 5
3.1.	Offer document ...................................................................................................................... 5
3.2.	Disclaimers .............................................................................................................................. 5
3.3.	Risks.......................................................................................................................................... 6
3.4.	Applications ............................................................................................................................. 6
3.5.	Forward-looking statements ................................................................................................. 6
3.6.	Overseas shareholders ........................................................................................................... 7
3.7.	Foreign jurisdictions ............................................................................................................... 7
3.8.	Notice to nominees and custodians ..................................................................................... 7
3.9.	Other matters .......................................................................................................................... 8
3.10.	Enquiries .................................................................................................................................. 8
4.	LETTER FROM THE CHAIRMAN ................................................................................ 9
5.	DETAILS OF THE OFFER ............................................................................................. 11
5.1.	Summary ................................................................................................................................ 11
5.2.	Eligible shareholders ............................................................................................................ 11
5.3.	Entitlements of eligible shareholders ................................................................................ 12
5.4.	No rights trading .................................................................................................................. 12
5.5.	Shortfall offer ........................................................................................................................ 12
5.6.	Proposed minimum holding buy back .............................................................................. 13
5.7.	Underwriting ......................................................................................................................... 13
5.8.	Withdrawal of the offer ....................................................................................................... 13
6.	ACTION REQUIRED BY SHAREHOLDERS ........................................................... 14
6.1.	Your choices .......................................................................................................................... 14
6.2.	How to apply ......................................................................................................................... 14
6.3.	Representations you will be taken to make by acceptance ............................................. 15
6.4.	Application monies to be held on trust ............................................................................. 17
6.5.	Do nothing ............................................................................................................................ 17
7.	EFFECT OF THE OFFER ............................................................................................... 18
7.1.	Effect of the offer ................................................................................................................ 18
7.2.	Effect on capital structure ................................................................................................... 18
7.3.	Effect on shareholdings ....................................................................................................... 18
7.4.	Effect on control .................................................................................................................. 19
8.	RISK FACTORS .................................................................................................................. 20
8.1.	Introduction .......................................................................................................................... 20
8.2.	Risks specific to the company ............................................................................................ 20
8.3.	General risks .......................................................................................................................... 24
8.4.	Speculative investment......................................................................................................... 24
9.	ADDITIONAL INFORMATION .................................................................................. 26
9.1.	Continuous disclosure obligations ..................................................................................... 26
9.2.	Underwriting agreement ...................................................................................................... 26

9.3.	Taxation ................................................................................................................................. 30
9.4.	CHESS and issuer sponsorship .......................................................................................... 30
9.5.	Privacy .................................................................................................................................... 30
9.6.	Litigation ................................................................................................................................ 31
9.7.	Governing law ....................................................................................................................... 31
10.	GLOSSARY .......................................................................................................................... 32

CORPORATE DIRECTORY

current directors Mr David Wheeler Non-Executive Chairman Mr Solomon Majteles Non-Executive Director Mr Rob James Non-Executive Director company Mr Damon Sweeny secretary registered office Level 24, 77 St Georges Terrace, Perth WA 6000 email [email protected] website www.thred.im share registry Advanced Share Registry 110 Stirling Highway, Nedlands WA 6009 auditor Bentleys Level 3, 16 St Georges Terrace, Perth WA 6000 solicitors to the Blackwall Legal LLP company Level 6, 105 St Georges Terrace, Perth WA 6000 lead manager and CPS Capital Group Pty Ltd underwriter Level 45, 108 St Georges Terrace, Perth WA 6000 securities ASX Code: THD exchange

2. TIMETABLE

Monday, 9 April 2018 Announcement of offer and lodgement of Appendix 3B with ASX Monday, 9 April 2018 Lodgement of offer document with ASX Monday, 9 April 2018 Dispatch of notices to eligible shareholders informing them of the offer and details of Appendix 3B Thursday, 12 April 2018 Shares trade “ex-rights” Friday, 13 April 2018 Record date Monday, 16 April 2018 Offer opens Thursday, 26 April 2018 Closing date Friday, 27 April 2018 New shares quoted on a deferred settlement basis Tuesday, 1 May 2018 Thred notifies ASX of under-subscriptions Thursday, 3 May 2018 Issue date / new shares entered into shareholders’ security holdings Thursday, 3 May 2018 Quotation of new shares issued under the offer

The above timetable is indicative only and subject to change. Subject to the listing rules , the directors reserve the right to vary these dates, including the closing date , without prior notice. Any extension of the closing date will have a consequential effect on the anticipated date for issue of the shares . The directors also reserve the right not to proceed with the whole or part of the offer at any time prior to allotment. In that event, the relevant application monies will be returned without interest.

Applicants are encouraged to submit their personalised entitlement and acceptance forms as soon as possible after the offer opens.

3. IMPORTANT INFORMATION

3.1. Offer document

3.1.1. This offer document is dated 9 April 2018 and was lodged with ASX on that date.
3.1.2. This offer document is not a prospectus under the Corporations Act and has not been lodged with ASIC . ASIC , ASX and their respective officers take no responsibility for the contents of this offer document or the merits of the investment to which this offer document relates.
3.1.3. This offer document has been prepared in accordance with section 708AA of the Corporations Act (as modified by ASIC Instrument 2016/84) and is a notice for the purposes of section 708AA(2)(f) of the Corporations Act.
3.1.4. In preparing this offer document 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 have been known to investors and professional advisers who investors may consult. Eligible shareholders should rely on their own knowledge of the company , refer to disclosures made by the company to ASX and consult their professional advisers before deciding whether to accept the offer . Announcements made by the company to ASX are available from the ASX website www.asx.com.au .

3.2. Disclaimers

3.2.1. The information provided in this offer document is not investment advice and does not take into account the investment objectives, financial or taxation or particular needs of any applicant . Before making any investment in the company , each applicant should consider whether such an investment is appropriate to his or her particular needs, and considering their individual risk profile for speculative investments, investment objectives and individual financial circumstances. If persons considering applying for new shares offered pursuant to this offer document have any questions, they should consult their stockbroker, solicitor, accountant or other professional advisor.
3.2.2. No person is authorised to give any information, or to make any representation, in connection with the offer that is not contained in this offer document . Any information or representation that is not in this offer document may not be relied on as having been authorised by the company , or its related bodies corporate in connection with the offer . Except as required by law, and only to the extent so required:
(a) none of the company, or any other person, warrants or guarantees the future performance of the company or any return on any investment made pursuant to the offer document ; and

(b) the company , its officers, employees and advisers disclaim all liability that may otherwise arise due to the offer document being inaccurate or incomplete in any respect.

3.3. Risks

3.3.1. It is important that investors read this offer document in its entirety and seek professional advice where necessary. There are risks associated with an investment in the company and the new shares the subject of the offer should be considered highly speculative.
3.3.2. You should consider the risk factors that could affect the value of an investment in the company, some of which are outlined in Section 3 of the offer document . The new shares offered under this offer document carry no guarantee with respect to return on investment, payment of dividends or the future value of the new shares .

3.4. Applications

Applications for new shares offered pursuant to this offer document can only be submitted on an original entitlement and acceptance form or by making payment of acceptance monies in BPAY® in accordance with the instructions set out in this offer document and on the entitlement and acceptance form . See section 6 and in particular section 6.2 .

3.5. Forward-looking statements

3.5.1. This offer document contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties.
3.5.2. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this offer document , are expected to take place.
3.5.3. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the company , the directors and management.
3.5.4. We cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this offer document will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.
3.5.5. We have no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this offer document , except where required by law. These forward-looking statements

are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in section 3 .

3.6. Overseas shareholders

3.6.1. This offer document does not constitute an offer or invitation in any place in which, or to any person to whom it would not be lawful to make such an offer or invitation. The distribution of this offer document in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this offer document should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of applicable securities law. 3.6.2. The offer contained in this offer document to eligible shareholders with registered addresses in New Zealand is made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand). This offer document is not an investment statement or offer document under New Zealand law, and may not contain all the information that an investment statement or offer document under New Zealand law is required to contain. Members of the public in New Zealand who are not shareholders on the record date are not entitled to apply for new shares .

3.7. Foreign jurisdictions

No action has been taken to permit the offer of new shares under this offer document in any jurisdiction other than Australia and New Zealand. The distribution of this offer document outside Australia or New Zealand may be restricted by law and therefore persons into whose possession this offer document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws. This offer document does not constitute an offer of any new shares in any jurisdiction where, or to any person to whom, it would be unlawful to issue this offer document .

3.8. Notice to nominees and custodians

Nominees and custodians may not distribute any part of this offer document or any entitlement and acceptance form in any country outside Australia or New Zealand.

The company is not required to determine whether or not any registered holder or investor is acting as a nominee or custodian or the identity or residence of any beneficial owners of existing shares . Where any person is acting as a nominee or custodian for a foreign person, that person, in dealing with its beneficiary, will need to assess whether indirect participation in the offer by the beneficiary complies with applicable foreign laws. The company is not able to advise on foreign laws.

3.9. Other matters

3.9.1. All financial amounts in this offer document are expressed as Australian dollars unless otherwise stated. Any discrepancies between totals and sums and components in tables contained in this offer document are due to rounding.
3.9.2. Defined terms and abbreviations italicised in this offer document are detailed in the glossary in section 10 .

3.10. Enquiries

If you are in any doubt as to how to deal with any of the matters raised in this offer document , you should consult with your broker, or legal, financial or other professional adviser without delay. Should you have any questions about the offer or how to accept the offer , please call the lead manager on +61 8 9223 2222.

4. LETTER FROM THE CHAIRMAN

Dear Eligible Shareholder,

On 9 April 2018, the company announced its intention to raise approximately $2.36 million through an entitlement offer ( offer ). On behalf of the directors of Thred Limited, I am delighted to invite you to participate in a non-renounceable, pro rata offer of new shares on the basis of one (1) new share for every two (2) shares held by you as at the record date .

The offer is expected to raise to raise approximately $2.36 million (before costs) through the issue of approximately 591 million new shares at an issue price of $0.004 per new share . The offer is fully underwritten by CPS Capital .

The funds raised from the offer will strengthen the company’s balance sheet and provide working capital to fund research and development, intellectual property and working capital requirements, and pay offer costs.

This offer document relates to the offer .

Offer

Under the offer , eligible shareholders have the opportunity to further invest in the company . The number of new shares for which you are entitled to subscribe under the offer is set out in your personalised entitlement and acceptance form that accompanies this offer document . The issue price of $0.004 per new share represents a 54.2% discount to the 30-day VWAP and a 33.3% discount to the closing price of THD of $0.006 on 5 April 2018.

If you take up your rights , you may also apply under the shortfall offer for additional new shares in excess of your rights , at the issue price . The allocation of additional new shares will be subject to the availability of new shares under the offer. The company retains the ability to scale back applications for additional new shares at its discretion (refer to section 5.5 of this offer document for more information).

The offer is non-renounceable and therefore your rights will not be tradeable on ASX or otherwise transferable. I encourage you to consider the offer carefully.

Offer document

This offer document contains important information, including:

(a) instructions on how to apply for new shares , detailing how to participate in the offer if you choose to do so, and a timetable of key dates;
(b) information regarding the personalised entitlement and acceptance form that accompanies this offer document , which details your rights and instructions on how to complete it;
(c) instructions on how to take up all or part of your rights via BPAY® or by cheque; and
(d) key risks for you to consider.

Applications

If you decide to take this opportunity to increase your investment in Thred, you must:

(e) pay your application money via BPAY®; or
(f) return your completed personalised entitlement and acceptance form together with a cheque for your application money , to the share registry , before 5.00pm WST on Thursday, 26 April 2018,

For further information regarding the offer , call the lead manager and underwriter CPS Capital on +61 8 9223 2222 between 9.00 am to 5.00pm WST, Monday to Friday during the offer period .

The offer closes at 5.00pm WST on Thursday, 26 April 2018. If you do not wish to take up any of your rights , you do not have to take any action. If you are uncertain about taking up your rights , you should consult your stockbroker, solicitor, accountant or other professional adviser to evaluate whether or not to participate in the offer .

On behalf of the board of Thred, I have pleasure in inviting you to consider this investment opportunity and thank you for your ongoing support of the company .

Yours sincerely

==> picture [125 x 47] intentionally omitted <==

David Wheeler Non-Executive Chairman

5. DETAILS OF THE OFFER

5.1. Summary

5.1.1. The offer is a non-renounceable pro rata offer of approximately 591 million shares ( new shares ) at an issue price of $0.004 per new share ( issue price ) to raise approximately $2.36 million before costs and expenses.
5.1.2. Eligible shareholders are entitled to subscribe for 1 new share for every 2 shares held by them at 5.00pm WST on the record date .
5.1.3. The offer is non-renounceable, which means that to the extent that any entitlement under the offer is not taken up by any eligible shareholder prior to the closing date , the entitlement will lapse. The offer also incorporates a shortfall facility under which eligible shareholders can apply for new shares in excess of their pro-rata entitlement ( shortfall offer ). Eligible shareholders should refer to section 5.5 for a description of the terms and conditions of the shortfall offer .
5.1.4. The choices available to eligible shareholders in respect of the offer and the shortfall offer are described in section 6 . The offer opens at 9.00am WST on Monday, 16 April 2018 and is currently scheduled to close at 5.00pm WST on Tuesday, 24 2018 ( closing date ).

5.2. Eligible shareholders

5.2.1. The offer is being made to those shareholders who:
(a) are registered as a holder of shares as at the record date ;
(b) have a registered address in Australia or New Zealand; and
(c) are eligible under all applicable securities laws to receive an offer under the offer ,

( eligible shareholders ).

5.2.2. The company is of the view that it is unreasonable to make offers under the offer to shareholders outside of Australia and New Zealand having regard to:
(a) the relatively small number of shareholders outside of Australia and New Zealand as a proportion of all shareholders ;
(b) the number and value of the new shares to be offered to shareholders outside of Australia and New Zealand; and
(c) the cost of complying with the legal requirements of regulatory authorities in the overseas jurisdictions.

5.3. Entitlements of eligible shareholders

5.3.1. The number of new shares to which you are entitled under the offer is shown in the personalised entitlement and acceptance form accompanying this offer document . In ’
calculating each eligible shareholder s entitlement, fractional entitlements to new shares have been rounded up to the nearest whole number of new shares . Eligible shareholders can subscribe for all, or part, of their pro rata entitlement under the offer . Detailed instructions on how to accept all, or part of, your pro rata entitlement are set out in Section 6.
5.3.2. Please note that if you choose not to take up your pro rata entitlement, your percentage shareholding in the company will be diluted to the extent that the offer is taken up by other persons.

5.4. No rights trading

The rights to new shares under the offer are non-renounceable. Eligible shareholders may not sell or transfer any part of their entitlements.

5.5. Shortfall offer

5.5.1. The shortfall offer provides a facility under which eligible shareholders can apply for new shares in excess of their pro rata entitlement ( additional new shares ).

5.5.2.	The issue of_additional new shares_under the_shortfall offer_will be dependent on there
	being a shortfall in the take up of pro rata entitlements under the_offer_.Eligible
	_shareholders_who wish to apply for_additional new shares_under the_shortfall offer_can do so
	by specifying the number of_additional new shares_they wish to apply for in the space
	provided on their_entitlement and acceptance form_.
5.5.3.	If_eligible shareholders_submit applications under the_shortfall offer_, any allocation of
	_additional new shares_amongst those_applicants_will be considered and determined by
	_board_at its absolute discretion.
5.5.4.	As a consequence of the arrangements described above, there can be no guarantee of
	the number of_additional new shares_available to_eligible shareholders_under the_shortfall offer_.
	_Eligible shareholders_who apply for_additional new shares_will be bound to accept any
	lesser number of_additional new shares_allocated to them in accordance with the
	allocation procedure described above. If you do not receive all of the_additional new_
	_shares_you applied for, any excess_application monies_will be returned to you without
	interest.
5.5.5.	It is the responsibility of each_eligible shareholder_to ensure that it will not breach the
	takeovers provisions under the_Corporations Act_(the 20% threshold) by applying for
	additional new shares. These provisions are set out in section 606 of the_Corporations_
	Act. No_eligible shareholder_will be permitted to acquire_additional new shares_to the extent

that the company considers (acting reasonably) that by doing so that shareholder would contravene section 606 of the Corporations Act .

5.6. Proposed minimum holding buy back

5.6.1. Following the close of the offer and issue of new shares under the offer and the shortfall offer , the company intends to undertake a minimum holding buy-back under Part 2J.1 of the Corporations Act , pursuant to which the company will buy-back unmarketable parcels of shares . Shareholders holding unmarketable parcels (being parcels with a market value of less than $500) after taking up their rights may wish to subscribe for new shares under the shortfall offer if they do not wish to participate in the subsequent minimum holding buy-back.

5.7. Underwriting

The offer is managed and fully underwritten by CPS Capital ( underwriter ). Any shares offered under the offer which remain unallocated following the issue of new shares under the offer and the shortfall offer will be taken up by the underwriter (and its subunderwriters) on the terms of the underwriting agreement , a summary of which is provided at section 9.2 .

5.8. Withdrawal of the offer

The company reserves the right to withdraw all or part of the offer , and this offer document , at any time, subject to applicable laws. If the offer is withdrawn, the company will refund application monies in accordance with the Corporations Act and without payment of interest.

6. ACTION REQUIRED BY SHAREHOLDERS

6.1. Your choices

6.1.1. Before taking any action, you should read this offer document and, if you have any questions, consult your financial or other professional adviser.
6.1.2. If you are an eligible shareholder , you may either:
(a) participate in the offer – see section 6.2 ; or
(b) do nothing – see section 6.5 .

6.2. How to apply

6.2.1. Taking up some or all of your pro rata allocation

To subscribe for new shares offered to you under your pro rata allocation, please complete the accompanying entitlement and acceptance form ( entitlement and acceptance form ) according to the instructions on the form for all, or part, of your pro rata entitlement you wish to subscribe for.

6.2.2. Applying for additional new shares under the shortfall offer

Please refer to section 5.4 for details regarding the shortfall offer . If you wish to apply for additional new shares under the shortfall offer , please insert the number of additional new shares you wish to apply for in the relevant box on the entitlement and acceptance form .

6.2.3. Payment

The issue price (of $0.004 per new share ) is payable in full on application. Payments must be received by 5.00pm WST on the closing date and must be in Australian currency and made by:

(a) cheque drawn on and payable at any Australian bank;
(b) bank draft or money order drawn on and payable at any Australian bank; or
(c) BPAY®.

If you wish to pay by BPAY®, you do not need to return the entitlement and acceptance form . You simply need to follow the instructions on the entitlement and acceptance form . Different financial institutions may implement earlier cut-off times with regards to electronic payment, so please take this into consideration when making payment by BPAY®. It is your responsibility to ensure that funds submitted through BPAY® are received by no later than 5.00pm WST on the closing date .

The company will treat you as applying for as many new shares as your payment will pay for in full, subject to any scale-back the company may implement in respect of additional new shares under the shortfall offer . Amounts received by the company in excess of your pro rata entitlement ( excess amount ) will be treated as an application under the shortfall offer to apply for as many additional new shares as your excess amount will pay for in full.

Cheques, bank drafts and money orders must be made payable to “Thred Limited – Subscription Account” and crossed “Not Negotiable”. Cash payments will not be accepted. Receipts for payment will not be provided.

The company will not be responsible for any postal or delivery delays or delay in the receipt of your BPAY® payment.

6.2.4.

Return completed entitlement and acceptance form and payment

Unless you are paying by BPAY®, completed entitlement and acceptance forms and payment of application money should be forwarded to the share registry by mail in the enclosed prepaid envelope or, if you are outside of Australia or do not use the prepaid envelope, by mail addressed to:

Advanced Share Registry PO Box 1156 Nedlands WA 6909

Completed entitlement and acceptance forms and payments must be received by 5.00pm WST on the closing date . Please note that all acceptances, once received, are irrevocable. If you wish to pay by BPAY®, you do not need to return the entitlement and acceptance form . Please see section 6.2.3 above for details.

6.3. Representations you will be taken to make by acceptance

By completing and returning your entitlement and acceptance form or making a payment by BPAY®, you will be deemed to have:

(a) acknowledged that you have fully read and understood this offer document and the entitlement and acceptance form in their entirety and you acknowledge the matters and make the warranties and representations and agreements contained in this offer document and the entitlement and acceptance form ;
(b) agreed to be bound by the terms of the offer , the provisions of this offer document and the constitution ;
(c) authorised the company to register you as the holder of the new shares issued to you;
(d) declared that you are over 18 years of age and have full legal capacity and power to perform all your obligations under the offer ;

(e) acknowledged that once the company receives your entitlement and acceptance form or any payment of application monies via BPAY®, you may not withdraw your application or funds provided except as allowed by law;
(f) agreed to apply for and be issued up to the number of new shares specified in the entitlement and acceptance form , or for which you have submitted payment of any application monies via BPAY®, at the issue price ;
(g) if you have applied for or are deemed to have applied for additional new shares under the shortfall offer , agreed to accept any lesser number of additional new shares allocated to you in accordance with the allocation procedure described in section 5.5;
(h) authorised the company , the share registry and their respective officers, employees or agents to do anything on your behalf necessary for new shares to be issued to you;
(i) declared that you were the registered holder at the record date of the shares indicated in the entitlement and acceptance form as being held by you on the record date ;
(j) acknowledged that the information contained in this offer document and your entitlement and acceptance form is not investment advice nor a recommendation that the new shares are suitable for you given your investment objectives, financial situation or particular needs;
(k) acknowledged that this offer document is not a prospectus, does not contain all of the information that you may require in order to assess an investment in the company and is given in the context of the company’s past and ongoing continuous disclosure announcements to ASX ;
(l) acknowledged the statement of risks in the “Risk Factors” section of this offer document and that investments in the company are subject to risk;
(m) acknowledged that none of the company or its related bodies corporate , affiliates and none of its or their respective directors, officers, partners, employees, representatives, agents, consultants or advisers, guarantees the performance of the company , nor do they guarantee the repayment of capital;
(n) agreed to provide any requested substantiation of your eligibility to participate in the offer and your holding of shares on the record date ; and
(o) authorised the company to correct any errors in your entitlement and acceptance form
6.3.2. By completing and returning your entitlement and acceptance form or making a payment by BPAY®, you will also be deemed to have acknowledged, represented and warranted on behalf of each person on whose account you are acting that:

(a) you are not in the United States and are not a US person and are not acting for the account or benefit of, a person in the United States or a US person , and are not otherwise a person to whom it would be illegal to make an offer or issue new shares under the offer ;
(b) you acknowledge that the new shares have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction in the United States, or in any other jurisdiction outside Australia or New Zealand, and accordingly, your pro rata entitlement may not be taken up, and the new shares may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws; and
(c) you have not and will not send any materials relating to the offer to any person in the United States, a US person , or a person acting for the account or benefit of a person in the United States or a US person .

6.4. Application monies to be held on trust

6.4.1. Until new shares are issued under this offer document , the application monies for new shares will be held by the company on trust on behalf of applicants in a separate bank account maintained solely for the purpose of depositing application monies received pursuant to this offer document . If the new shares to be issued under this offer document are not admitted to quotation within three months after the date of this offer document , no new shares will be issued, and application monies will be refunded in full without interest in accordance with the Corporations Act .

6.5. Do nothing

6.5.1.
If you do not apply for new shares pursuant to the offer :
(a) your entitlement under the offer will lapse; and
(b) your percentage ownership in the company will be diluted because the issue of new shares under the offer will increase the total number of shares on issue.

7. EFFECT OF THE OFFER

7.1. Effect of the offer

The principal effect of the offer , assuming no options are exercised and converted into shares between the date of this offer document and the closing date , will be to:

(a) increase the company's cash reserves by approximately $2,150,000 (after deducting the estimated expenses of the offer ) immediately after completion of the offer ; and
(b) increase the number of shares on issue from 1,182,227,160 as at the date of this offer document to 1,773,340,738 shares immediately after completion of the offer .

7.2. Effect on capital structure

7.2.1. As at the date of this offer document, the company has on issue:
(a) 1,182,227,160 shares ;
(b) 20,000,000 options exercisable @ $0.05 on or before 28 February 2020;
(c) 9,500,000 options exercisable @ $0.02 on or before 9 May 2020;
(d) 20,000,000 options exercisable @ $0.05 on or before 9 May 2020; and
(e) 10,700,000 options issued under the incentive option plan approved by shareholders on 10 April 2017, with nil exercise price and expiring on 4 April 2023.
7.2.2. The effect of the offer on the capital structure of the company , assuming no options are exercised between the date of this offer document and the closing date , is set out below.

	ordinary shares	options
currently on issue	1,182,227,160	60,200,000
offer	591,113,578	-
total after offer	1,773,340,738	60,200,000

7.3. Effect on shareholdings

The issue of new shares under the offer will have the effect of diluting the percentage shareholdings of shareholders who do not participate in the offer (including under the shortfall offer ). In particular:

(a) eligible shareholders who fail to take up their entitlement for new shares under the offer will be diluted by those other eligible shareholders who take up some or all of their entitlement;
(b) eligible shareholders who take up their entitlement to new shares , will continue to hold the same percentage interest in the company ; and
(c) eligible shareholders who take up their entitlement under the offer and receive new shares under the shortfall offer , will increase their percentage shareholding in the company to the extent they receive additional new shares under the shortfall offer .

7.4. Effect on control

7.4.1. Key Idea Holdings Pty Ltd ( Key Idea ) is the largest single shareholder holding approximately 17.57% of the company’s issued capital.
7.4.2. Key Idea is not sub-underwriting any portion of the offer . Key Idea has indicated that, at most, it will only subscribe for its pro rata entitlement under the offer . Accordingly, there is no prospect of Key Idea increasing its proportionate shareholding in the company as a result of the offer .
7.4.3. The company does not believe that any other shareholder will materially increase their percentage shareholding in the company pursuant to the offer and, subject to section 7.4.4 below, the directors have determined that no new shares will be allocated and placed to a shareholder or a sub-underwriter if to do so would result in that shareholder or sub-underwriter’s voting power in the company increasing from 20% or below to more than 20%.
7.4.4. Section 611 (item 13) of the Corporations Act provides that the prohibition in section 606(1) of the Corporations Act (which prohibits the acquisition of relevant interests in securities exceeding 20%) does not apply to acquisitions that result from an issue to an underwriter or sub-underwriter, subject to the effect of the acquisition on that person’s voting power in the company having been disclosed in the disclosure document. If no rights are taken up by shareholders , and CPS Capital is required to subscribe for all the new shares offered, then CPS Capital may hold up to 33.33% of the issued capital of the company .

8. RISK FACTORS

8.1. Introduction

8.1.1. The new shares offered under this offer document 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 offer document and to consult their professional advisors before deciding whether to apply for shares pursuant to this offer document .

8.1.2. 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 shares .

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

8.2. Risks specific to the company

8.2.1. Limited operating track record

Thred is a recently established company and has a limited operational track record. Execution of the company's business plan may take longer to achieve than planned and the costs of doing so may be higher than budgeted. As the company is at an early stage of development, there are significant uncertainties associated with forecasting future revenues, timelines associated with future revenues and expenses. The offer must therefore be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development.

8.2.2. Commercialisation risk

Since the company's reinstatement to trading on ASX on 17 June 2016, the company's activities have involved deploying resources to develop its software applications (including applying funds towards research and development, wages and procurement of services). The company has not reached commercial viability. Given the company’s limited trading history and the fact that its business is unproven, it is difficult to make an evaluation of the company’s business or its prospects. Accordingly, no assurance can be given that the company’s business initiatives will be successfully commercialised.

8.2.3. Intellectual property

Whilst the company will seek to protect innovative features and processes that it creates during the development of its apps, the company’s intellectual property rights are currently unregistered and therefore do not attract the benefit of formal patent protection. Further, there is no current intention to apply for formal patent protection, however the company will continue to review the need for and likelihood of grant of formal patent protection.

There is a risk that products which compete with the company or provide functionality that is similar to the company could be developed before the company is able to secure patent protection for the company , which could materially affect the company’s growth and revenue prospects. There is also the risk that a patent application in relation to the company may not be successful, in which case the company will need to take greater measures to protect its business from competitors in the market offering similar or competing products and to ensure the company does not infringe the registered intellectual property rights of any other person.

8.2.4. Country risk

The company’s operations are primarily conducted in Australia, but may extend to operations in the United States and elsewhere. Accordingly, the company may be exposed to a range of multi-jurisdictional risks such as risks relating to labour practices, environmental matters, difficulty in enforcing contracts (including the requirement to resolve certain disputes by arbitration in foreign jurisdictions), changes to or uncertainty in the relevant legal and regulatory regime (including in relation to taxation and foreign investment and practices of government and regulatory authorities) and other issues in foreign jurisdictions in which the company operates.

8.2.5. Foreign currency and exchange rate

The company is seeking to raise funds under the offer in Australian dollars. Whilst in the short term, it is anticipated that this will have a limited impact on the company's costs of doing business, in the medium to longer term it is likely that the majority of the company's revenue will be in US dollars or other currencies. As such, the company may be adversely affected by changes in exchange rates relative to the Australian dollar. The company will appropriately monitor and assess such risks and may from time to time implement measures, such as foreign exchange currency hedging, to assist in managing these risks. However, the implementation of such measures may not eliminate all such risks and the measures themselves may expose the company to related risks.

8.2.6. Privacy

The company will be launched globally and as such will be subject to privacy laws that may differ in each specific jurisdiction in which the company operates. If a breach of privacy occurs, it may expose the company to litigation or regulatory enquiry.

8.2.7. Potential changes in APIs

Platforms, apps and systems change aspects of their application programming interfaces ( API ) regularly and for many different reasons. If the company is unable to respond to a change in an API in an appropriate manner, Thred users (or segments thereof) may experience reduced cross-platform functionality relating to interaction with that platform, app or system.

8.2.8. Competitor risks

The mobile app market and specifically the messaging and social app markets are highly competitive. The company faces competition from wide range of app publishers from established well known publishers to start-ups looking to break into the market. The company cannot control or influence its competitors' actions and activities. The actions by competitors may impact the adoption, revenue and/or profitability of the company 's financial condition. A key risk for the company in a competitive environment such as this is that it may not achieve the user adoption or adequate engagement from users over existing or future competitors. Although the company will look to overcome these challenges through consistent product iteration and testing, it is nonetheless vulnerable to unforeseen innovations, discoverability challenges and/or market saturation.

8.2.9. Key employee risks

The company is reliant on the expertise and talent of its personnel. The loss of key personnel could potentially have an adverse impact on the operations of the organisation. In addition, there is risk that development staff who have been involved in the development of Thred or the company’s products could be lost and in turn their knowledge of the product and business could be lost as well.

8.2.10. Technology

The company will seek to remain abreast of key technological innovations affecting the social media and messaging markets. However, the rapid growth of both of these markets creates an environment where unforeseen changes can happen quickly, making it difficult for the company to adapt its offering quickly enough to cope with these changes. There is a risk that the company will be unable to acquire new users or retain existing users should the company 's apps become less desirable in comparison with the competition in the marketplace.

8.2.11. Reduced likelihood of a takeover offer A large number of the company's issued shares are held by a small number of shareholders . This may discourage any potential bidder from making a takeover bid in the future as those shareholders will have significant control over the company . 8.2.12. Security

The company could suffer unauthorised infiltration by hackers disrupting service to users, stealing user data or otherwise affecting the company's operations. Such actions could compromise user data or otherwise damage goodwill, resulting in changes in user behaviour and overall dissatisfaction.

8.2.13. Third party reliance

To some extent, the company relies on third parties for key aspects of its operations. This is a risk of third parties restricting access to their APls or no longer being capable of providing the services that they currently offer. The company 's strategy is to spread reliance on third parties across a number of parties. In addition, the board anticipates that as adoption of the company 's apps grows, reliance on third parties will decrease.

8.2.14. Market

The mobile app industry and specifically the messaging apps and social networks apps industries are still relatively undeveloped in spite of the number of apps with large user bases. As such, the revenue models vary greatly and the market size and potential is still uncertain. In this market with diverse but relatively new revenue streams, it will be the company’s responsibility to develop effective solutions prompting users to engage with and/or execute transactions from or within its apps. There is also a risk that competitors could launch substantially similar apps as the company and as such the speed to get to market is of high importance. The company will seek to mitigate this risk through its development processes and user testing processes.

8.2.15. Financial risks

The company's capital requirements are influenced by numerous factors. Depending on the rate of user growth, the ability to generate revenue and other factors, the company may require financing in addition to the amounts raised under the offer . Any additional equity financing may dilute shareholdings and debt financing, if available, may place restrictions on operating and financing activities. If the company cannot acquire additional financing, then it may be forced to alter its plan of operations.

8.2.16. Volatility in the market price of new shares

There is no assurance that the market price for new shares will not decline below the price at which they were subscribed for.

8.3. General risks

8.3.1. 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:

(a) general economic outlook;
(b) introduction of tax reform or other new legislation;
(c) interest rates and inflation rates;
(d) changes in investor sentiment toward particular market sectors;
(e) the demand for, and supply of, capital; and
(f) 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 technology 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 .

8.3.2. Economic and government risk

The future viability of the company is also dependent on a number of other factors affecting performance of all industries and not just the technology industry including, but not limited to, the following:

(a) general economic conditions in jurisdictions in which the company operates;
(b) changes in government policies, taxation and other laws in jurisdictions in which the company operates;
(c) the strength of the equity markets in Australia and throughout the world, and in particular investor sentiment towards the technology sector;
(d) movement in, or outlook on, interest rates and inflation rates in jurisdictions in which the company operates; and
(e) natural disasters, social upheaval or war in jurisdictions in which the Company operates.

8.4. Speculative investment

8.4.1. 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 new shares offered under this offer document .

8.4.2. Therefore, the new shares to be issued pursuant to this offer document carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those shares . Potential investors should consider that the investment in the company is highly speculative and should consult their professional advisors before deciding whether to apply for new shares pursuant to this offer document .

9. ADDITIONAL INFORMATION

9.1. Continuous disclosure obligations

9.1.1. 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, as a listed company, 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 .
9.1.2. This offer document 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.
9.1.3. 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 offer document 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 .
9.1.4. Information that is already in the public domain has not been reported in this offer document other than that which is considered necessary to make this offer document complete.

9.2. Underwriting agreement

9.2.1. The company has entered into the underwriting agreement , pursuant to which the underwriter has agreed to underwrite the offer by procuring applications for any new shares that are not subscribed for by under the offer and the shortfall offer .
9.2.2. The company has agreed to pay the underwriter a fee of 6% of the total amount underwritten by the underwriter . The company will also be required to indemnify the underwriter for certain costs and expenses incurred by it in relation to the offer, including certain legal fees.
9.2.3. The underwriting agreement contains various representations, warranties, indemnities and undertakings in favour of the underwriter that are usual for arrangements of this type. In particular, the underwriting agreement contains various representations and warranties by the company relating to the company and its business, including information provided to the underwriter and disclosed to ASX .

9.2.4. The underwriting agreement also imposes various obligations on the company , including undertakings to do certain things, including providing certain notices to the underwriters and ASX within prescribed periods.
9.2.5. The obligation of the underwriter to underwrite the offer is conditional on customary conditions including, amongst others, certain termination events giving the underwriter the right to terminate the underwriting agreement . In summary, these include:
(a) ( share price ): the share price of the company’s securities trading on ASX under ASX code of “THD” finishes trading for 2 consecutive days with a closing share price that is less than the issue price between the opening date and the closing date ;
(b) ( indices fall ): any of the All Ordinaries and specified international share indices on any 2 consecutive trading days before the shortfall notice deadline date by 4% or more below its respective level as at the close of business on the business day immediately prior to the execution date ;
(c) ( offer document ): the offer is withdrawn by the company ;
(d) ( no listing approval ): the company fails to lodge an Appendix 3B in relation to the new shares with ASX within 7 days of lodging the offer document with ASX ;
(e) ( restriction on issue ): the company is prevented from issuing the new shares within the time required by the underwriting agreement , the Corporations Act , the listing rules , any statute, regulation or order of a court of competent jurisdiction by ASIC , ASX or any court of competent jurisdiction or any governmental or semi-governmental agency or authority;
(f) ( Takeovers Panel ): the Takeovers Panel makes a declaration that circumstances in relation to the affairs of the company are unacceptable circumstances under Pt. 6.10 of the Corporations Act , which in the underwriter ’s reasonable opinion has a material adverse effect;
(g) ( authorisation ): any authorisation which is material to anything referred to in the offer document is repealed, revoked or terminated or expires, or is modified or amended in a manner unacceptable to the underwriter acting reasonably;
(h) ( indictable offence ): a director or senior manager of a relevant company is charged with an indictable offence, which in the reasonable opinion of the underwriter has or is likely to have a material adverse effect on the offer ; or
(i) ( hostilities ): there is an outbreak of hostilities or a material escalation of hostilities (whether or not war has been declared) after the date of the underwriting agreement involving one or more of Egypt, Australia, New Zealand, Indonesia, Japan, Russia, the United Kingdom, the United States of America, India, Pakistan, the People's Republic of China, Israel or any member of the European Union, including hostilities involving Libya, Afghanistan, Iraq, Syria,

or Lebanon, and the underwriter believes (on reasonable grounds) that the outbreak or escalation is likely to result in any of the indices stipulated the underwriting agreement falling by the percentage contemplated by the underwriting agreement (as set out in section 9.2.5(b) above);

(j) ( default ): default or breach by the company under the underwriting agreement of any material term, condition, covenant or undertaking which is incapable of remedy or is not remedied by the underwriter is required to lodge applications in accordance with the terms of the underwriting agreement ;
(k) ( incorrect or untrue representation ): any representation, warranty or undertaking given by the company in the underwriting agreement is or becomes untrue or incorrect in a material respect;
(l) ( contravention of constitution or statute ): a contravention by a relevant company of any provision of its constitution, the Corporations Act , the listing rules or any other applicable legislation or any policy or requirement of ASIC or ASX ;
(m) ( adverse change ): an event occurs which gives rise to a material adverse effect in relation to the company 's assets, liabilities, financial position, trading results, profits, forecasts, losses, prospects, business or operations of any relevant company;
(n) ( significant change ): a "new circumstance" as referred to in section 719(1) of the Corporations Act arises that is materially adverse from the point of view of an investor;
(o) ( public statements ): without the prior approval of the underwriter a public statement is made by the company in relation to the offer or the offer document other than a statement the company is required to make in order to comply with its disclosure obligations under the listing rules and/or the Corporations Act ;
(p) ( misleading information ): any information supplied at any time by the company or any person on its behalf to the underwriter in respect of any aspect of the offer or the affairs of any relevant company is or becomes materially misleading or deceptive or likely to mislead or deceive;
(q) ( official quotation qualified ): quotation of the company’s securities on ASX is qualified or conditional;
(r) ( change in statute or policy ): there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any of its States or Territories any statute or prospective statute or budget or the Reserve Bank of Australia or any Commonwealth or State authority adopts or announces a proposal to adopt any new, or any major change in, existing, monetary, taxation, exchange or fiscal policy that has not been publicly disclosed or proposed as at the date of the underwriting agreement ;

(s) ( prescribed occurrence ): a prescribed occurrence occurs, other than as disclosed in the offer document ;
(t) ( suspension of debt payments ): the company suspends payment of its debts generally;
(u) ( event of insolvency ): an event of insolvency occurs in respect of a relevant company;
(v) ( judgment against a relevant company ): a judgment in an amount exceeding $100,000 is obtained against a relevant company and is not set aside or satisfied within 7 days;
(w) ( litigation ): litigation, arbitration, administrative or industrial proceedings are after the date of the underwriting agreement commenced against any relevant company, other than any claims foreshadowed in the offer document or as disclosed to the underwriter prior to the opening date ;
(x) ( board and senior management composition ): there is a change in the composition of the board or a change in the senior management of the company before the date of issue of the new shares without the prior written consent of the underwriter (such consent not to be unreasonably withheld);
(y) ( change in shareholdings ): there is a material change in the major or controlling shareholdings of a relevant company (other than as a result of the offer or a matter disclosed in the offer document ) or a takeover offer or scheme of arrangement pursuant to Chapter 5 or 6 of the Corporations Act is publicly announced in relation to a relevant company;
(z) ( timetable ): there is a delay in any specified date in the timetable which is greater than 3 business day s;
(aa) ( force majeure ): a force majeure affecting the company 's business or any obligation under the underwriting agreement lasting in excess of 14 days occurs;
(bb) ( certain resolutions passed ): a relevant company passes or takes any steps to pass a resolution under sections 254N, 257A or 260B of the Corporations Act or a resolution to amend its constitution without the prior written consent of the underwriter ;
(cc) ( capital structure ): any relevant company alters its capital structure in any manner not contemplated by the offer document ;
(dd) ( investigation ): ASIC or any other person proposes to conduct any enquiry, investigation or proceedings, or to take any regulatory action or to seek any remedy, in connection with the offer or the offer document , or publicly foreshadows that it may do so; or

(ee) ( market conditions ): a suspension or material limitation in trading generally on ASX occurs or any material adverse change or disruption occurs in the existing financial markets, political or economic conditions of Australia, Japan, the United Kingdom, the United States of America or other international financial markets.

9.3. Taxation

9.3.1. It is the responsibility of all persons to satisfy themselves of the taxation treatment that applies to them in relation to the offer , by consulting their own professional tax advisers. Neither the company nor any of its directors or officers accepts any liability or responsibility in respect of the taxation consequences of the matters referred to above.

9.4. CHESS and issuer sponsorship

9.4.1. 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.
9.4.2. 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 offer document (as well as any other securities registered in their name at the time). The notice will also advise holders of their “Holder Identification Number” (if broker sponsored) or “Securityholder Reference Number” (if issuer sponsored) and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.
9.4.3. 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.

9.5.	Privacy
9.5.1.	If you complete an_application_for_shares_, you will be providing personal information to
	the_company_(directly or through the_company’s_share registry). The_company_collects,
	holds and will use that information to assess your application, service your needs as a
	holder of_securities_in the_company_, facilitate distribution payments and corporate
	communications to you as a_shareholder,_and carry out administration.
9.5.2.	The information may also be used from time to time and disclosed to persons
	inspecting the_company’s securities_registers, 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.

9.5.3. You can access, correct and update the personal information that we hold about you. Please contact the company or its share registry if you wish to do so at the relevant contact numbers set out in this offer document .
9.5.4. 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 settlement operating rules . You should note that if you do not provide the information required on the application for shares , the company may not be able to process or accept your application.

9.6. Litigation

As far as the directors are aware, there are no current or threatened civil litigation, arbitration proceeding or administrative actions, or criminal prosecutions in which the company is directly or indirectly concerned which are likely to have a material adverse effect on the business or financial position of the company

9.7. Governing law

This offer document and the contracts that arise from the acceptance of applications are governed by the law applicable in Western Australia and each applicant submits to the non-exclusive jurisdiction of the courts of Western Australia.

10. GLOSSARY

In this offer document , unless the context otherwise requires, the following terms have the following meanings:

additional new has the meaning given to that term in section 5.5.1 . shares

applicant a person who applies for shares pursuant to an offer . application a valid application to subscribe for shares under this offer document . application form the application form attached to or accompanying this offer document . application money submitted by applicants in respect of applications . monies ASIC the Australian Securities and Investments Commission. ASX ASX Limited ACN 008 624 691, or where the context requires, the Australian Securities Exchange which it runs. board the board of directors . business day a day (other than a Saturday or a Sunday) on which banks in Perth, Western Australia are open for business. CHESS ASX’s Clearing House Electronic Subregistry System. closing date has the meaning given to that term in section 5.1.4 . company, Thred Thred Limited ACN 124 541 466, a public company incorporated and or THD existing in Australia and listed on ASX (ASX: THD). company the secretary of the company , Mr Damon Sweeny. secretary

constitution the constitution of the company from time to time. Corporations Act the Corporations Act 2001 (Cth). CPS Capital CPS Capital Group Pty Ltd ACN 088 055 636 AFSL 294848. director a director of the company .

dollar , $ , or A$ the lawful currency for the time being of the Commonwealth of Australia.

eligible has the meaning given to that term in section 5.2.1 . shareholder

entitlement and	has the meaning given to that term in_section 6.2.1._
acceptance form
glossary	this glossary of terms.
issue price	has the meaning given to that term in_section 5.1.1_.
issuer sponsored	_securities_issued by an issuer that are held in uncertificated form without the
	holder entering into a sponsorship agreement with a broker or without the
	holder being admitted as an institutional participant in_CHESS_.
lead manager	CPS Capital.
listing rules	the official listing rules of_ASX_from time to time.
new shares	has the meaning given to that term in_section 5.1.1_.
offer	has the meaning given to that term on the cover page of this_offer document._
offer document	this document.
offer period	the period between the date of this_offer document_and the_closing date_.
option	an option to acquire a_share_.
quotation	has the meaning given to that term in the_listing rules_.
record date	5.00pm_WST_on the date specified in the_timetable_on page 4 of this_offer_
	document.
related party	has the meaning given to that term in sections 9 and 228 of the_Corporations_
	Act.
right	an entitlement to subscribe for a_new share_under the_offer_.
section	a section of this_offer document_.

securities has the meaning given to that term in section 92 of the Corporations Act . settlement the settlement rules of the securities clearing house which operates CHESS . operating rules share a fully paid ordinary share in the capital of the company .

share registry the company’s share registry, being Advanced Share Registry.

shareholder a holder of shares .

shortfall offer	has the meaning given to that term in_section 5.1.3_.
timetable	the timetable of key events and dates set out on page 4 of this_offer document_.
underwriter	has the meaning given to that term in_section 5.7_.
underwiting	the agreement dated 9 April 2018 between the_company_and the_underwriter_
agreement	pursuant to which the_underwriter_agrees to underwrite the_offer_.
WST	Western Standard Time, being the time in Perth, Western Australia.

AI assistant

UNION STAR METALS LTD — Capital/Financing Update 2018

65987_rns_2018-04-15_90ad1f92-5f27-41af-879f-463b0cc547b5.pdf

Entitlement Offer Opens and Offer Documents Despatched

Sweep and Agent Reality are Thred Innovations

NON-RENOUNCEABLE ENTITLEMENT ISSUE CLOSING AT 5:00PM WST ON THURSDAY, 26 APRIL 2018

To the Directors

Thred Limited

METHOD OF ACCEPTANCE

THRED LIMITED

EXPLANATION OF ENTITLEMENT

APPLICATION INSTRUCTIONS

Payment Details

Contact Details

Lodgement of Application

Privacy Statement

If you have any enquiries concerning this Entitlement and Acceptance Form, please contact the Share Registry on phone 1300 113 258 (in Australia), +61 8 9389 8033 (from overseas) or fax +61 8 9262 3723.

Telephone & Internet Banking – BPAY[®]

Thred Limited

OFFER DOCUMENT

Solicitors to the Offer

CONTENTS

2.

TIMETABLE

3. IMPORTANT INFORMATION

3.1. Offer document

3.2. Disclaimers

3.3. Risks

3.4.

Applications

3.5. Forward-looking statements

3.6. Overseas shareholders

3.7. Foreign jurisdictions

3.8. Notice to nominees and custodians

3.9. Other matters

3.10. Enquiries

4. LETTER FROM THE CHAIRMAN

Offer

Offer document

Applications

5. DETAILS OF THE OFFER

5.1. Summary

5.2. Eligible shareholders

( eligible shareholders ).

5.3. Entitlements of eligible shareholders

5.4. No rights trading

5.5. Shortfall offer

5.6. Proposed minimum holding buy back

5.7. Underwriting

5.8. Withdrawal of the offer

6. ACTION REQUIRED BY SHAREHOLDERS

6.1. Your choices

6.2. How to apply

6.2.4.

6.3. Representations you will be taken to make by acceptance

6.4. Application monies to be held on trust

6.5. Do nothing

7.

EFFECT OF THE OFFER

7.1. Effect of the offer

7.2.

Effect on capital structure

7.3. Effect on shareholdings

7.4. Effect on control

8. RISK FACTORS

8.1. Introduction

8.2. Risks specific to the company

8.2.1. Limited operating track record

8.2.2. Commercialisation risk

8.2.3. Intellectual property

8.2.4. Country risk

8.2.5. Foreign currency and exchange rate

8.2.6. Privacy

8.2.7. Potential changes in APIs

8.2.8. Competitor risks

8.2.9. Key employee risks

8.2.10. Technology

8.2.13. Third party reliance

8.2.14. Market

8.2.15. Financial risks

UNION STAR METALS LTD Capital/Financing Update 2018