BluGlass : Bonus Option Issue Prospectus

For personal use only

BluGlass Limited

ABN 20 116 825 793

Bonus Options Prospectus

This Prospectus is being issued for a bonus offer to Eligible Shareholders of one Option (Bonus Option) for every eight Shares held on the Record Date (Offer). No funds will be raised as a result of the Offer.

This is an important document and requires your immediate attention. It should be read in its entirety. If you are in doubt about what to do, you should consult your professional adviser without delay.

The Bonus Options offered in connection with this Prospectus should be considered as speculative nature.

Important Information

This Prospectus is dated 24 May 2022 and was lodged with the ASIC on that date with the consent of all Directors. Neither ASIC nor ASX nor their respective officers take any responsibility for the contents of this Prospectus.

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No Bonus Options will be issued on the basis of this Prospectus any later than 13 months after the date of this Prospectus (being the expiry date of this Prospectus).

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer.

It is important that Shareholders read this Prospectus in its entirety and seek professional advice where necessary. The Bonus Options offered by this Prospectus should be considered speculative. Please refer to Section 3 for details relating to investment risks.

As this is a bonus issue of Options, Shareholders are not required to apply for Bonus Options.

A copy of this Prospectus is available for inspection at the registered office of the Company at 74 Asquith Street, Silverwater NSW 2128 during normal business hours.

The Prospectus will be made available in electronic form. Persons having received a copy of this Prospectus in its electronic form may obtain an additional paper copy of this Prospectus (free of charge) from the Company's registered office by contacting the Company.

The Company will apply for Official Quotation by ASX of the Bonus Options offered by this Prospectus.

No action has been taken to permit the offer of Bonus Options under this Prospectus in any jurisdiction other than Australia and New Zealand.

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

Definitions of certain terms used in this Prospectus are contained in Section 6. All references to currency are to Australian dollars and all references to time are to AEST unless otherwise indicated.

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Corporate Directory

Issuer

BluGlass Limited

ABN 20 116 825 793

74 Asquith Street

Silverwater NSW 2128

Tel: [phone]

Website:www.bluglass.com.au

ASX Code: BLG

Directors

James Walker - Executive Chair

Vivek Rao - Non-Executive Director

Stephe Wilks - Non-Executive Director

Jean-Michel Pelaprat - Non-Executive Director

Company Secretary

Emmanuel Correia

Share Registry

Automic Registry Services

ABN 48 078 279 277

Level 5, 126 Phillip Street

Sydney NSW 2000

www.automic.com.au

Legal Counsel to the Entitlement Offer

Highgate Legal

31 Highgate Court

North Kellyville NSW 2155

For personal

• These entities are included for information purposes only. They have not been involved in the preparation of this Prospectus.

Indicative Timetable

Event	Date
	24 May 2022
Notice to Optionholders	Prior to the commencement
	of trading
	24 May 2022
Lodgement of Prospectus with ASIC	Prior to the commencement
	of trading
	24 May 2022
Lodgement of Appendix 3B, Announcement and Prospectus with ASX	Prior to the commencement
	of trading
Shares trade ex-Bonus Option entitlements	27 May 2022
Record Date for Bonus Options	30 May 2022
Intended date of issue	Before 12pm (Sydney time),
Lodge Appendix 2A	6 June 2022
Normal trading in Bonus Options	7 June 2022

Note* These dates are indicative only and may change without prior notice. As such the date the Bonus Options are expected to commence trading on ASX may vary.

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Table of contents

1.	Details of the Offer	1
2.	Effect of the Offer	4
3.	Risk Factors	7
4.	Additional information	17
5.	Directors' Statement and Consent	28
6.	Definitions	29

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Letter from the Board

Dear Shareholder

On behalf of the Directors, I am pleased to offer you the opportunity to participate in this Offer for Bonus Options, which comes at a very exciting time in our business with the completion of the acquisition of a commercial Silicon Valley laser diode production facility lease and manufacturing equipment (the Fab). This acquisition will fast-track BluGlass' growth strategy, significantly increasing its laser diode manufacturing capacity and bringing forward product development timelines.

In undertaking this Bonus Offer we'd like to thank our shareholders that have supported the Company through a very important series of transactions undertaken over the past several months, which have led to the formation of the BluGlass business we are today and our ability to execute on our immediate delivery targets.

Eligible Shareholders who hold Shares on the Record Date are offered one (1) Bonus Option for every eight (8) Shares held on the Record Date. As this is a bonus issue of Quoted Options, Shareholders are not required to complete an application to receive the Bonus Options.

The Bonus Options have a nil issue price, will be exercisable at $0.03 each and expire on 30 November 2022. It is the intention that subject to compliance with the ASX Listing Rules, to have the Bonus Option quoted on ASX.

The full terms and conditions of the Quoted Options are in Section 4.1 of this Prospectus.

It is important that Shareholders read this Prospectus in its entirety and seek professional advice where necessary. The Bonus Options offered by this Prospectus should be considered speculative. Please refer to Section 3 for details relating to investment risks.

If you have any questions, please contact the Share Registry on 1300 288 664 (within Australia) or [phone] (outside Australia) from 8.30am to 5.30pm (Sydney time), Monday to Friday. If you have any further questions, you should contact your stockbroker, solicitor, accountant, financial adviser or other professional adviser.

On behalf of the Board, I look forward to your continued support and on updating you on the Company's progress.

Yours faithfully

James Walker

Executive Chair