UNION STAR METALS LTD — Capital/Financing Update 2018

Apr 8, 2018

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Fully Underwritten Non-Renounceable Entitlement Offer

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• Fully underwritten, non-renounceable entitlement offer to raise up to approximately $2.36 million at $0.004 per New Share

• Shareholders can apply for additional shares in excess of their entitlement

• The net proceeds of the funds raised under the Offer to be used to fund research and development, commercialise the Company’s intellectual property and to meet the Company’s general working capital requirements

Thred Limited ( Thred or the Company ) is pleased to announce a capital raising by way of a fullyunderwritten, non-renounceable pro-rata entitlement offer at an issue price of $0.004 per new share on the basis of one (1) new shares for every two (2) existing shares held ( Offer ).

Under the Offer, approximately 571 million new shares will be issued to raise up to approximately $2.36 million (before costs). The funds raised will be used to fund research and development, commercialise the Company’s intellectual property, and to meet the Company’s general working capital requirements.

The Offer is fully underwritten by CPS Capital Group Pty Ltd ( Underwriter ).

The Offer incorporates a shortfall facility under which Eligible Shareholders can apply for New Shares in excess of their pro rata entitlement ( Shortfall Offer ). 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.

New Shares not taken under the Offer or Shortfall Offer will be taken up by the Underwriter and/or its sub-underwriters.

Eligible Shareholders

Shareholders to whom the Offer is being made are those shareholders who:

• (a) are 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

• (c) are eligible under all applicable securities laws to receive an offer under the Offer.

Ineligible Shareholders

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:

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• (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.

Accordingly, shareholders with registered addresses outside Australia and New Zealand are considered ineligible shareholders and cannot participate in the Offer.

Key Dates

The indicative timetable for the Offer is as follows:

Event	Date
Announcement of Offer	Monday,9 April 2018
Shares tradingon an “ex” basis	Thursday,12 April 2018
Record Date for eligibilitytoparticipate in the Offer	Friday,13 April 2018
Offer Document and Entitlement and Acceptance Form despatched to Shareholders	Monday, 16 April 2018
OpeningDate for the Offer	Monday,16 April 2018
ClosingDate for the Offer	Thursday,26 April 2018
New Sharesquoted on a deferred settlement basis	Friday,27 April 2018
Notification to ASX of under subscriptions	Tuesday,1 May2018
Issue of New Shares and despatch of holdingstatements	Thursday,3 May2018
Normal tradingof New Shares on ASX commences	Thursday,3 May2018

The Company reserves the right to amend any or all of these dates, subject to the Corporations Act, the ASX Listing Rules and other applicable laws and regulations. In particular, the Company reserves the right to extend the Closing Date, to accept late applications under the Offer and to withdraw the Offer at any time prior to the issue of the New Shares without prior notice. Any extension of the Closing Date may have a consequential impact on the date that New Shares are issued and commence trading on the ASX. Applicants are encouraged to submit their acceptances as soon as possible after the Offer opens.

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Shareholder enquiries

Eligible Shareholders will be sent further details about the Offer in the Offer Document, a copy of which accompanies this announcement. 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 jacob.goddard@cpscapital.com.au.

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

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