Sparc Technologies : Becoming a substantial holder

ASIC Form 603

15 February 2022

Page 1 of 3

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

only

ToCompany Name/Scheme

ACN/ARSN

1. Details of substantial holder (1) Name

SPARC TECHNOLOGIES LIMITED

009 092 068

INNOVATION AND COMMERCIAL PARTNERS PTY LTD (ACN 008 027 085) ATF THE ADELAIDE RESEARCH & INNOVATION INVESTMENT TRUST and THE UNIVERSITY OF ADELAIDE (ABN 61 249 878 937)

For personal use

ACN/ARSN (if applicable)	As above
The holder became a substantial holder on	03 February 2022
The holder became aware on	11 February 2022

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Ordinary Shares	6,563,643	6,563,643	8.35%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and numberof
securities
The University of Adelaide	Relevant interest under section 608(1) of the Corporations Act 2001 (Cth)	3,842,643 Ordinary Shares
	(Corporations Act).
Innovation and Commercial Partners	Relevant interest under section 608(1) of the Corporations Act 2001 (Cth)	2,721,000 Ordinary Shares
Pty Ltd ATF The Adelaide Research &	(Corporations Act).
Innovation Investment Trust

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered	Class and number of
as holder (8)	securities
The University of Adelaide	The University of Adelaide	The University of Adelaide	3,842,643
			Ordinary Shares
Innovation and Commercial Partners	Innovation and Commercial Partners	Innovation and Commercial	2,721,000
Pty Ltd ATF The Adelaide Research &	Pty Ltd ATF The Adelaide Research &	Partners Pty Ltd ATF The Adelaide	Ordinary Shares
Innovation Investment Trust	Innovation Investment Trust	Research & Innovation Investment
		Trust

ASIC Form 603

15 February 2022

Page 2 of 3

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

	Holder of relevant interest	Date of acquisition	Consideration (9)	Class and number interestof
	securities
only
Innovation and Commercial Partners Pty Ltd	03 February 2022	Intellectual property in-kind contribution from	2,721,000 Ordinary Shares
ATF The Adelaide Research & Innovation		The University of Adelaide pursuant to the
	Investment Trust		Subscription Agreement (Annexure A)

		6.	Associates
		The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
				Name and ACN/ARSN (if applicable)		Nature of association
use			Innovation and Commercial Partners Pty Ltd		Is an associate of The University of Adelaide by virtue of section 12(2) of the Corporations Act 2001
		ATF The Adelaide Research & Innovation
		Investment Trust
7.	Addresses
The addresses of persons named in this form are as follows:
		Name		Address
		The University of Adelaide		North Terrace, Adelaide, South Australia, 5005
				Innovation and Commercial Partners Pty Ltd		Level 3, Rundle Mall Plaza, 50 Rundle Mall, Adelaide SA 5000
		Signature
				print name Stephen Rodda	capacity	Executive Director
								Innovation & Commercial Partners
								The University of Adelaide
				sign here	date	15 / 02 / 2022
							DIRECTIONS
(1)	If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the
		names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically
		named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
(2)	See the definition of "associate" in section 9 of the Corporations Act 2001.
(3)	See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4)	The voting shares of a company constitute one class unless divided into separate classes.
(5)	The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
personal(6)	The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(7)	Include details of:
		(a)	any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of
			any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a
			written statement certifying this contract, scheme or arrangement; and
		(b)	any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant
			interest relates (indicating clearly the particular securities to which the qualification applies).
	See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(8)	If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown.'"
(9)	Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in
For	relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of
the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

ASIC Form 603

15 February 2022

Page 3 of 3

Annexure "A"

This is Annexure "A" being the Subscription Agreement (31 pages) referred to in the Form 603 (Notice of Initial Substantial Holder), signed by me and dated 15 February 2022

_________________________

onlySignature Stephen Rodda Executive Director

I novation & Commercial Partners The University of Adelaide

For usepersonal

For personal use only

Date

Parties

Recitals

ANNEXURE A

SUBSCRIPTION AGREEMENT

31 January 2022

SPARC HYDROGEN PTY LTD ACN 652 953 369 of 51 Rundle Street, Kent Town, Adelaide, South Australia, 5067 (Company)

and

INNOVATION AND COMMERCIAL PARTNERS PTY LTD ACN 008 027 085 in its capacity as trustee for THE ADELAIDE RESEARCH & INNOVATION INVESTMENT TRUST ABN 80 098 579 684 of Level 3, Rundle Mall Plaza, 50 Rundle Mall, Adelaide SA 5000 (ICP)

and

THE UNIVERSITY OF ADELAIDE ABN 61 249 878 937, a body corporate established pursuant to the University of Adelaide Act 1971 (SA) and having its principal offices at North Terrace, Adelaide, South Australia, 5005 (UoA)

and

SPARC TECHNOLOGIES LIMITED ACN 009 092 068 of Level 2, 480 Collins Street, Melbourne VIC 3000 (SPN)

and

MIH2 PTY LTD ACN 648 883 416 of Level 2, 87 Adelaide Terrace, East Perth WA 6004 (MIH2).

1. UoA and Flinders University have developed a photocatalytic apparatus which is subject to an Australian provisional patent.
2. SPN holds rights in certain technologies and materials that may enhance the operation of the photocatalytic apparatus.
3. MIH2 and SPN wish to contribute funds to the further development of the photocatalytic apparatus.
4. In order for SPN, MIH2, and UoA to engage in further research and development activities and to explore any consequential commercial opportunities, SPN, MIH2, and UoA have agreed to establish a new proprietary limited company. SPN incorporated this new entity, the Company, in August 2021.
5. It is intended that:
6. • SPN and UoA (via ICP as UoA's nominee shareholding entity) will hold equity in the Company in proportion to the value of their in-kind and financial contributions to date;
   • MIH2 will hold equity in the Company subject to making financial contributions to the Company in respect of phases 1 and 2 of the research activities;;
   • UoA will carry out research and development activities to be funded by the Company;
   • all intellectual property developed during the research activities will be owned by UoA and licenced exclusively to the Company for the duration of phases 1 and 2 of the research activities;

28 January 2022

Page 1

For personal use only

1. • on completion of phases 1 and 2 of the research activities, the intellectual property rights in the photocatalytic apparatus and any improvements to it, together with any other intellectual property developed during the research project will be transferred to the Company; and
   • future commercialisation activities will be carried out by the Company, (together, the Broader Transaction).
2. On 3 December 2021, UoA and the Company entered into the Phase 1 Research Agreement in respect of a research project titled 'Concentrated Solar Thermo- Photocatalytic Water Splitting'.
3. Each of ICP (being UoA's nominated shareholding entity) and MIH2 wish to subscribe for, and the Company wishes to issue, Shares on the terms set out in this Agreement in order to give effect to the Broader Transaction.

The parties agree as follows:

1. DEFINITIONS

1.1 Definitions

In this agreement:

Agreement means this Subscription Agreement.

Broader Transaction has the meaning given to that term in the Recitals.

Business Day means a day on which banks are open for general banking business in Adelaide, excluding Saturdays, Sundays and public holidays.

Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at Law, in equity, under statute or otherwise.

Company Warranties mean the representations and warranties set out in Schedule 2.

Confidential Information means information disclosed by or on behalf of one party to another party in connection with this agreement which has been designated as confidential by the party disclosing the information, or information which by its nature should reasonably be considered to be confidential, but does not include:

1. any information which is in the public domain at the time of its disclosure or subsequently becomes part of the public domain other than as a result of a breach by the person receiving the Confidential Information of clause 8.1;
2. any information that was known to the party receiving the Confidential Information at the time of disclosure of the confidential information except as a result of a prior confidential disclosure by the party disclosing the Confidential Information; or
3. any information that is disclosed to the party receiving the Confidential Information by any third party who is not known to the party receiving the Confidential Information to be acting in breach of a confidentiality obligation owed to the party disclosing the Confidential Information.

Continuing Clauses means this clause 1 (Definitions and Interpretation), 6.3 (Indemnity), 8 (Confidentiality), 9 (GST) and 10 (General).

Corporations Act means the Corporations Act 2001 (Cth) as amended. Cut Off Date means 31 January 2022.

Duty means any stamp, transaction or registration duty or similar charge imposed by any Government Agency and includes any interest, fine, penalty, charge or other amount imposed in respect of them but excludes any Tax.

Sparc Hydrogen Pty Ltd - Subscription Agreement - 28 January 2022

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