Spectur : PROSPECTUS

For personal use only

PROSPECTUS

Security Purchase Plan

Spectur Limited

(ACN 140 151 579)

SPP Offer

For an offer under the Security Purchase Plan to each Eligible Shareholder to subscribe for up to $30,000 of New Shares at $0.036 per New Share, together with an entitlement to one free-attaching Bonus Option for every two New Shares subscribed, to raise approximately $500,000 before costs, with capacity to accept oversubscriptions up to a maximum of $1,150,000 before costs. Eligible Shareholders who wish to apply for more than $30,000 of New Shares are invited to apply under the Shortfall Offer.

Shortfall Offer

For an offer to the public (including Eligible Shareholders) to subscribe for the New Shares comprising the shortfall to the SPP Offer at $0.036 per New Share, together with an entitlement to one free-attaching Bonus Option for every two New Shares subscribed. The Board reserves the right to accept oversubscriptions at its discretion.

Placement Participant Offer

For an offer to the Placement Participants of 25,866,889 Bonus Options, on the basis of one free- attaching Bonus Option for every two Shares issued to each Placement Participant under the Placement, at an issue price of nil.

Lead Manager Offer

For an offer to the Lead Manager (or its nominee) of 1,500,000 Lead Manager Options, at an issue price of nil.

Offer Period

The Offers open on 19 July 2022 and close at 5:00pm (WST) on 3 August 2022, unless extended.

Lead Manager

Reach Corporate Pty Ltd

AFS Authorised Representative of

Reach Financial Group Pty Ltd (AFSL No. 333297)

IMPORTANT NOTICES

This Prospectus and the accompanying Application Forms contain important information about the Offers. Each document should be read in its entirety. Please read the instructions in this document and the accompanying Application Forms regarding making an application. You should speak to your professional advisors if you have any questions about the Offers or this Prospectus. The securitiesoffered by this Prospectus should be considered speculative.

This Prospectus has been prepared for use in Australia and is not for release, publication, or distribution, directly or indirectly, in or into the United States of America (including its states, territories and possessions, and the District of Columbia). This Prospectus does not constitute an offer of securities forsale into the United States of America or to, or for the account or benefit of, US Persons. The securities referred to in this Prospectus have not been and will not be registered under the US Securities Act and may not be offered or sold in the United States of America or to, or for the account or benefit of, US Persons. A public offering of securities is not being made in the United States of America.

Important Information

For personal use only

Introduction

This Prospectus is issued by Spectur Limited (ACN 140 151 579) (Company) is dated 19 July 2022 and was lodged with ASIC on that date. Application will be made to ASX for quotation of the New Shares offered under this Prospectus within 7 days of this date. The Company does not intend to apply for quotation of Bonus Options.

Neither ASIC, ASX nor any of their respective officers take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. New Securities will not be allotted or issued pursuant to this Prospectus any later than 13 months after the date of this Prospectus.

Important document

Before deciding whether or not to apply under an Offer, a potential Applicant should read the entire Prospectus and, in particular, in considering the Company's prospects, should consider the risk factors that could

affect the Company's performance. Potential Applicants should carefully consider these factors in light of their own personal circumstances (including financial and taxation issues) and seek advice from their professional adviser before deciding to invest.

The key risks relating to participating in the Offers and making an investment in the Company are summarised in Section 6 of the Prospectus.

Transaction specific prospectus

This Prospectus is a 'transaction specific prospectus' for an offer of 'continuously quoted securities' (as defined in the Corporations Act) and options to acquire continuously quoted securities. It has been prepared in accordance with the special content rules set out in section 713 of the Corporations Act.

As a 'transaction specific prospectus', this Prospectus does not contain the same level as disclosure as an initial public offering or "full form" prospectus.

In preparing this Prospectus, regard has been had to the fact that the Company is a 'disclosing entity' for the purposes of the Corporations Act and that certain matters may reasonably be expected to be known to investors and their professional advisers

Jurisdictional restrictions

The Company has not taken any action to register or qualify New Securities or the Offers, or otherwise to permit a public offering of the New Securities, in any jurisdiction outside Australia or New Zealand.

The distribution of this Prospectus (including in electronic form) in jurisdictions outside Australia or New Zealand may be restricted by law and therefore persons outside those jurisdictions who obtain a copy of this Prospectus should seek advice on, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. The Company disclaims all liabilities to such persons.

This Prospectus does not constitute an offer or invitation in any jurisdiction in which, or to any person to whom, it would be unlawful to make such an offer or invitation.

By applying or paying for New Securities, an Applicant represents and warrants that there has not been any breach of such laws.

Prospectus availability

A copy of this Prospectus can be obtained during the Offer Period on the Company's website,

https://spectur.investorportal.com.au/spp/, by contacting the Company Secretary on [phone], by contacting the Lead Manager on 1300 80 57 95, or the Share Registry on 1300 288 664. Potential Applicants who access an electronic copy of this Prospectus should ensure that they download and read the entire Prospectus.

Potential Applicants will only be able to accept an Offer by completing the Application Form which accompanies this Prospectus or by making payment using BPAY® (see Section 4 of this Prospectus). The electronic copy of this Prospectus available from the Company's website will not include an Application Form. Eligible Shareholders who would like to request an electronic copy of their personalised SPP Offer Application Forms can do so by registering here - https://spectur.investorportal.com.au/register-spp/

Publicly available information

This Prospectus should be read in conjunction with the public announcements made by the Company which are available on the Company's website, https://spectur.com.au/, as well as the ASX market announcements platform using the Company's ASX code 'SP3'.

These announcements do not contain all of the information that would be included in a prospectus or other disclosure document, but still contain important information about the Company. Potential Applicants are encouraged to have regard to such announcements before making a decision whether or not to participate in an Offer. These announcements (and the contents of any websites on which they may be found) do not form part of this Prospectus.

The Company may release further announcements after the Prospectus Date and throughout the Offer Period, which may be relevant to potential Applicants consideration of the Offers. Potential Applicants are encouraged to check whether any new announcements have been released by the Company after the Prospectus Date before deciding on whether or not to participate in an Offer.

Not investment or financial product advice

The information in this Prospectus and any information provided by the Company or Lead Manager, does not constitute investment or financial product advice and does not take into account the investment objectives, financial situation, taxation impact or particular needs of individual Applicants. The potential tax effects of the

Offers will vary between Applicants. Potential Applicants should contact their stockbroker, accountant or other professional adviser if they have any questions regarding the Offers and investing in the Company.

Spectur Limited (ACN 140 151 579)

Prospectus - Security Purchase Plan

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For personal use only

Disclaimer of representations

The Company has not authorised any person to give any information, or to make any representation, in relation to the Offers that is not contained in this Prospectus, and any such information or representation may not be relied on. Except and to the extent required by law, neither the Company nor any other person warrants or guarantees the future performance of the Company or any return on investment made pursuant to this Prospectus.

Forward-looking statements

This Prospectus contains forward-looking statements which incorporate an element of uncertainty or risk, such as 'intends', 'may', 'could', 'believes', 'estimates', 'targets' or 'expects'. These statements have been prepared with all reasonable care and attention, based on an evaluation of current economic, financial and operating conditions, as well as assumptions regarding future events. These events are, as at the Prospectus Date, expected to take place, but there cannot be any guarantee that such events will occur as anticipated or at all given that many of the events are outside the Company's control. They may be affected by matters such as those outlined in Section 6. This may result in the actual circumstances being materially different to those anticipated. Potential Applicants are cautioned not to place undue reliance on any forward-looking statements.

The Company and its Directors cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward- looking statements contained in this Prospectus will actually occur as and when stated. Except to the extent required by law (including the Listing Rules), the Company does not give any undertaking to update or revise any forward-looking statements after the Prospectus Date to reflect any changes in expectations in relation to forward-looking statements or any change in events, conditions or circumstances on which any such statement is based.

Potential Applicants should note that past performance (including past share price performance) cannot be relied on as an indicator of, and does not provide any guidance as to, future performance, including future share price performance.

Privacy

Potential Applicants who apply for New Securities will provide 'personal information' (within the meaning given to that term in the Privacy Act) to the Company, the Lead Manager and the Share Registry. By applying for New Securities under an Offer, an Applicant will be taken to have consented to the Company, the Lead Manager and the Share Registry collecting, holding and using the Applicant's personal information in order to assess their Application, process the Applications, service their needs as a Shareholder, provide facilities and services that the Applicant request, and carry out appropriate administrative functions. Corporate and taxation laws require the Company to collect some personal information. Applicants who do not provide the information requested may not have their Application processed efficiently, or at all.

Governing law

This Prospectus and the accompanying Application Form are governed by the laws of the State of Western Australia. Applicants submit to the non-exclusive

jurisdiction of the courts of the State of Western Australia.

Meaning of terms

Capitalised terms and certain other terms used and not otherwise defined in this Prospectus have the meaning given to them in the Glossary in Section 11.

References to "our", "us" and "we" are references to the Company.

References to "I", "you" and "your" are references to an Applicant.

Currency

References to "$" or "dollar" are references to Australian currency, unless otherwise stated.

Time

References to time relate to the time in Perth, Western Australia, unless otherwise stated.

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Corporate Directory

Directors		Lead Manager*
Darren Cooper, Non-Executive Chairman	Reach Corporate Pty Ltd
Gerard Dyson,	Managing Director	Authorised Representative (No. 001281636) of
Bilyana Smith,	Non-Executive Director	Reach Financial Group Pty Ltd (AFSL No.
		333297)
Company Secretary	Telephone:	1300 805 795
		Email:	[e-mail]
Suzie Foreman

	Legal Advisers
Registered Office
	Blackwall Legal LLP
12 Fargo Way	Level 26, 140 St Georges Terrace,
Welshpool, Western Australia 6106	Perth, WA 6000

Telephone: [phone]

Email:[e-mail]

Share Registry*

Automic Pty Ltd

Level 5, 126 Phillip Street Sydney, New South Wales 2000

*Included for information purposes only. These entities have not been involved in the preparation of this Prospectus.

For personal

Telephone: [phone]

Email:[e-mail]

Auditor*

HLB Mann Judd (WA Partnership)

Level 4, 130 Stirling Street Perth, Western Australia 6000

ASX Code: SP3

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Contents
		Page
Key Information.....................................................................................................................	1
1.	Investment Overview..................................................................................................	5
2.	Company and Business Matters...............................................................................	10
3.	Details of the Offers .................................................................................................	13
4.	Applications for New Securities ................................................................................	21
5.	Effect of the Placement and the Offers.....................................................................	28
6.	Risk Factors .............................................................................................................	34
7.	Details of New Securities .........................................................................................	39
8.	Continuous Disclosure Documents ..........................................................................	44
9.	Additional Information ..............................................................................................	47
10.	Directors' Statement.................................................................................................	53
11.	Glossary of Terms....................................................................................................	54

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