BikeExchange : Entitlement Offer Booklet

For personal use only

2 June 2022

Market Announcements Office

ASX Limited

Level 4, Rialto North Tower

525 Collins Street

Melbourne VIC 3000

Non-renounceable Entitlement Offer - Entitlement Offer Booklet

As announced on 25 May 2022, BikeExchange Limited ACN 625 305 240 (ASX: BEX) (Company) announced it will undertake a non-renounceable, pro rata entitlement offer to existing shareholders on the basis of one (1) new fully paid ordinary share in the Company (New Share) at an issue price of $0.02 per New Share for every one (1) existing share held as at 7.00 pm (Sydney time) on 30 May 2022 (Record Date) to raise approximately A$6,340,265 (before costs) (Entitlement Offer).

The Entitlement Offer is open to all shareholders who have a registered address in Australia and New Zealand on the Record Date.

The Company confirms that it has today dispatched the attached Entitlement Offer Booklet to shareholders.

This ASX announcement has been authorised for release by the Board of Directors of the Company.

For further information, contact the Company Secretary on [phone].

Yours sincerely,

BikeExchange Limited

David Hwang

Joint Company Secretary

For personal use only

OFFER DOCUMENT

ENTITLEMENT ISSUE

BikeExchange Limited

ACN 625 305 240

For a non-renounceablepro-rata entitlement issue of one (1) Offer Share for every one (1) Share held by Eligible Shareholders registered at the Record Date at an Issue Price of $0.02 (2 cents) per Offer Share (Offer) to raise up to approximately $6.34 million (before costs).

The Offer opens at 9.00 am (AEST) on Thursday, 2 June 2022.

The Offer closes at 5.00 pm (AEST) on Monday, 14 June 2022.

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

This Offer Document dated 2 June 2022 and the accompanying personalised Entitlement and Acceptance Form contain important information. Please read both the Offer Document and the personalised Entitlement and Acceptance Form carefully and in their entirety and call your professional adviser or BikeExchange Limited (Company) if you have any queries. In particular, Eligible Shareholders should refer to the risk factors set out in Section 6 of this document. If you do not understand these documents, or are in doubt as to how to act, you should consult your financial or other professional adviser before making any investment decision.

This Offer Document is not a prospectus prepared in accordance with the Corporations Act and has not been lodged with ASIC. Accordingly, this Offer Document does not necessarily contain all of the information which a prospective investor may require to make an investment decision and it does not contain all of the information which would otherwise be required to be disclosed in a prospectus or other disclosure document. As the Company is a listed disclosing entity which meets the requirements of section 708AA of the Corporations Act, the Offer will be made without a prospectus. Neither ASIC nor ASX, nor any of their officers or employees takes responsibility for this Offer or the merits of the investment to which this Offer relates.

For personal use only

Contents

1.	Key details of Offer	1
2.	Acting CEO's Letter	3
3.	Important Information	5
4.	Details of the Offer	8
5.	Purpose and effect of the Offer	14
6.	Risk factors	17
7.	Additional information	21
8.	Definitions	24
9.	Corporate directory	27

2

For personal use only

1. Key details of Offer

1.1 Key terms of Offer

Detail	Terms
Issue Price	$0.02 (2 cents)
Entitlement	1 Offer Share for every 1 Share
	held at the Record Date
Shortfall Offer	Eligible Shareholders, who
	apply for their full Entitlement,
	may apply for Additional
	Shares, provided that the issue
	of those Additional Shares will
	not result in a breach of the
	ASX Listing Rules or any
	applicable law.
Maximum number of Offer Shares to be issued	317,013,284 Offer Shares
Maximum gross proceeds of Offer	$6,340,265
Maximum number of Shares on issue following the	634,026,568 Shares
Offer (including the issue of the Placement Shares)

The above figures assume that no existing Options will be exercised prior to the Record Date. As at the date of this Offer Document, there are 150,258,783 Options on issue.

1.2 Key indicative dates

Action	Date
Announcement of Offer	Wednesday, 25 May 2022
Lodgement of Cleansing Notice and Appendix 3B	Wednesday, 25 May 2022
Trading on ex basis	Friday, 27 May 2022
Record Date for Offer and determining Entitlements	Monday, 30 May 2022
Offer Opening Date	9.00 am (AEST) Thursday, 2
	June 2022
Offer Document and Letter to Ineligible Shareholders	Thursday, 2 June 2022
despatched to Eligible Shareholders and Ineligible
Shareholders (as applicable), and Company
announces despatch has been completed
Closing Date	5.00 pm (AEST), Tuesday, 14
	June 2022
Shares quoted on a deferred settlement basis	Wednesday, 15 June 2022

For personal use only

Announcement of results of Offer	Tuesday, 21	June 2022
Issue date of Offer Shares	Tuesday, 21	June 2022
Quotation of Offer Shares	Wednesday, 22	June 2022

The above dates are indicative only and may be subject to change. Subject to the Corporations Act, the ASX Listing Rules and other applicable laws, the Directors reserve the right:

1. to vary the dates of the Offer; or
2. not to proceed with the whole or part of the Offer at any time prior to issue of the Offer Shares.

In the event the Directors decide not to proceed with the whole or part of the Offer, Application Monies (without interest) will be returned in full to Applicants.

An extension of the Closing Date for the Offer will delay the anticipated date for issue of the Offer Shares. The commencement of quotation of Offer Shares is subject to confirmation from ASX.

Eligible Shareholders wishing to participate in the Offer are encouraged to submit their Entitlement and Acceptance Form and make payment of the appropriate Application Monies as soon as possible after the Offer opens.

You cannot, in most circumstances, withdraw an Application once it has been accepted. No cooling-off rights apply to the Offer.