Propell : Offer Booklet

Entitlement Offer Document

Propell Holdings Limited ACN 614 837 009

Offer to Eligible Shareholders

A non-renounceable entitlement offer to Eligible Shareholders of 1 New Share for every 2.5 Shares held at an Issue Price of $0.058 to raise up to approximately $2.2 million before costs of the Offer.

The Lead Manager of the Offer is Reach Markets Pty Ltd. The Offer is not underwritten.

Your Application Monies must be received by the Share Registry by no later than 5.00pm (Sydney time) on 19 May 2022.

Important notice

This document is important, and it should be read in its entirety. This document is not a prospectus under the Corporations Act 2001 (Cth) and does not contain all of the information that an investor may require in order to make an informed investment decision regarding the New Shares offered by this document. The New Shares offered by this document should be considered speculative.

If after reading this document you have any questions about the Offer or the New Shares then you should consult your stockbroker, accountant or other professional advisor.

2215531 - 24733680v1

Important information
Key Offer Statistics
Issue Price	$0.058 per New Share
Ratio	1 New Share for every 2.5
Existing Shares
Maximum number of New Shares to be issued under the	Approximately 38.3 million New
Offer(1)	Shares
Number of Shares issued under the Placement	Approximately 23.5 million
Maximum amount to be raised under the Offer	Approximately $2.22 million
Maximum amount to be raised under the Offer and Placement	Approximately $3.58 million
Number of Shares on issue following the Offer and Placement	Approximately 157.54 million

(1) Excludes any New Shares which may be issued in the event that any Existing Options are exercised prior to the Record Date.

Key dates for investors

Record Date for determining entitlements under the	7.00pm (Sydney time) on 27 April 2022
Offer
New Shares issued under the Placement	28 April 2022
Offer Document and Entitlement and Acceptance	29 April 2022
Form despatched
Offer opens	29 April 2022
Offer expected to close	5.00pm (Sydney time) on 19 May 2022
Announcement of results of Offer	24 May 2022
Offer issue date	Before noon (Sydney time) on 26 May 2022
Commencement of trading of New Shares issued	27 May 2022
under the Offer on ASX
Expected date for despatch of New Shareholding	27 May 2022
statements for New Shares issued under the Offer

All dates are subject to change and accordingly are indicative only. In particular, the Company has the right to vary the dates of the Offer, without prior notice. Investors are encouraged to submit their Entitlement and Acceptance Forms as soon as possible after the Offer opens.

Important notice

Foreign shareholders

The Offer made pursuant to this Offer Document is for a rights of continuously quoted securities (as defined in the Corporations Act 2001 (Cth) (Corporations Act)) of the Company. This Offer Document is not a disclosure document for the purposes of chapter 6D of the Corporations Act and has not been lodged with the Australian Securities and Investments Commission. The Company is offering the securities under this Offer Document without disclosure to investors under chapter 6D of the Corporations Act pursuant to section 708AA of the Corporations Act. Accordingly, the level of disclosure contained in this Offer Document is significantly less than that required under a prospectus and Eligible Shareholders should consider all relevant facts and circumstances, including their knowledge of the Company and disclosures made to the ASX and should consult their professional advisors before deciding whether to accept the Offer.

This Offer Document is dated 29 April 2022 and was lodged with the ASX on that date. The ASX does not take any responsibility for the contents of this Offer Document.

Securities will only be issued on the basis of this Offer Document in accordance with the terms set out in this Offer Document.

As at the date of this Offer Document, the Company has complied with:

This document does not constitute an offer of New Shares in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person and the New Shares may not be offered or sold, in any country outside Australia except to the extent permitted below.

The Company has decided that it is unreasonable to make offers under the Offer to Shareholders with registered addresses outside of Australia and New Zealand, having regard to the number of Shareholders in those places, the number and value of the New Shares they would be offered and the cost of complying with the legal and regulatory requirements in those places. Accordingly, the Offer is not being extended to, and does not qualify for distribution or sale by, and no New Shares will be issued to Ineligible Shareholders.

The Company has not made any investigation as to the regulatory requirements that may prevail in the countries, outside of Australia and New Zealand, in which the Company's Shareholders may reside. It is the responsibility of overseas Applicants to ensure compliance with all laws of any country relevant to their Acceptance. The Offer may only be accepted by Eligible Shareholders and does not constitute an offer in any place in which or to any person to whom, it would be unlawful to make such an offer.

• • the provisions of chapter 2M of the Corporations Act, as they apply to the Company; and

• • section 674 of the Corporations Act.

The Offer is only made to those Shareholders who are Eligible Shareholders on the Record Date (being Shareholders who have a registered address in Australia or New Zealand.

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 observe those restrictions. Any failure to comply with restrictions might constitute a violation of applicable securities laws.

New ZealandNo excluded information

As at the date of this Offer Document the Company is not aware of any excluded information of the kind which would require disclosure in this Offer Document pursuant to subsections 708AA(8) and (9) of the Corporations Act.

The New Securities are not being offered to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption

Notice 2016 (New Zealand).

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand). This document is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

United States

This document may not be released or distributed in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

How to accept Entitlement to New Shares

your Entitlement, please call the Lead Manager on:

(a) 1300 805 795 callers within Australia; or

(b) [phone] for overseas callers.

Deciding to accept the Offer

No person named in this Offer Document, nor any other person, guarantees the performance of Propell, the repayment of capital or the payment of a return on the New Shares.

Please read this document carefully before you make a decision to invest. An investment in the Company has a number of specific risks which you should consider before making a decision to invest. Some of these risks are summarised in section 4. This Offer Document is an important document and you should read it in full before deciding whether to invest pursuant to the Offer. You should also have regard to other publicly available information about the Company, including ASX announcements, which can be found at the Company's website:www.propellholdings.com

Entitlements to New Shares can be accepted in full or in part by completing and returning the Entitlement and Acceptance Form which is accompanying this Offer Document or making payment of Applications Monies by BPAY® in accordance with the instructions set out in this Offer Document and on the Entitlement and Acceptance Form.

This Offer Document is available in electronic form on the internet atwww.propellholdings.com. If you wish to obtain a free copy of this Offer Document, please contact the Company on 1300 804 091 [e-mail].

Enquiries

If you are an Eligible Shareholder and have any questions in relation to the Offer, please contact your stockbroker or professional adviser. If you have questions in relation to the Shares upon which your Entitlement has been calculated, or how to complete the Entitlement and Acceptance Form, take up

Terms used

A number of terms and abbreviations used in this Offer Document have defined meanings, which are explained in the definitions and glossary in section 7.

Money as expressed in this Offer Document is in Australian dollars unless otherwise indicated.

Forward looking statements

Some of the information contained in this Offer Document constitutes forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements include those containing such words as 'anticipate', 'estimate', 'should', 'will', 'expects', 'plans' or similar expressions. These statements discuss future objectives or expectations concerning results of operations or financial conditions or provide other forward-looking information. The Company's actual results, performance or achievements could be

significantly different from the results or objectives expressed in, or implied by, those forward-looking statements. This Offer Document details some important factors that could cause the Company's actual results to differ from the forward-looking statements made in this Offer Document.

No representations

No person is authorised to give any information or to make any representation inconnection with the Offer which is not contained in this Offer Document. Any information or representation in connection with the Offer not contained in this Offer Document may not be relied on as having been authorised by the Company or its officers. This Offer Document does not provide investment advice or advice on the taxation consequences of accepting the Offer. The Offer and the information in this Offer Document, do not take into account your investment objectives, financial situation and particular needs (including financial and tax issues) as an investor.