X2M Connect : Prospectus for Accelerated Entitlement Offer

For personal use only

X2M CONNECT LIMITED

ACN 637 951 154

PROSPECTUS

For a non-renounceable accelerated institutional and retail entitlement issue of 1 Share for every 3 Shares held by those Eligible Shareholders registered at the Record Date at an issue price of $0.085 per Share to raise up to approximately $3,970,000 (based on the number of Shares on issue as at the date of this Prospectus), together with 1 New Option for every 2 Shares subscribed for and issued (Offer).

IMPORTANT NOTICE

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The Securities offered by this Prospectus should be considered highly speculative.

For personal use only

C O N T E N T S
1.	CORPORATE DIRECTORY.........................................................................................	1
2.	TIMETABLE................................................................................................................	2
3.	IMPORTANT NOTES..................................................................................................	3
4.	DETAILS OF THE OFFER.............................................................................................	6
5.	PURPOSE AND EFFECT OF THE OFFER....................................................................	13
6.	RIGHTS AND LIABILITIES ATTACHING TO SECURITIES ............................................	18
7.	RISK FACTORS .......................................................................................................	23
8.	ADDITIONAL INFORMATION .................................................................................	35
9.	DIRECTORS' AUTHORISATION ...............................................................................	44
10.	GLOSSARY.............................................................................................................	45

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1. CORPORATE DIRECTORY

Directors

Hon. Alan Stockdale AO

Independent Chair

Damien Johnston

Non-Executive Director

Jodie Leonard

Non-Executive Director

John Stewart

Non-ExecutiveDirector

Company Secretary

Oliver Carton

Registered Office

Suite 1.01B, Building B

18-24 Ricketts Road

Mount Waverley VIC 3149

Telephone: [phone]

Website: https://x2mconnect.com/

Email: [e-mail]

ASX Code

X2M

Share Registry*

Automic Pty Ltd

Level 5, 126 Phillip Street

SYDNEY NSW 2000

Telephone: [phone]

Email:[e-mail]

Auditor

Grant Thornton

5/727 Collins Street

Melbourne VIC 3008

Legal Advisers

Steinepreis Paganin

Level 4, 50 Market Street

Melbourne VIC 3000

Lead Manager

Bell Potter Securities Limited

(ACN 006 390 772) (AFSL No. 243480)

Level 29, 101 Collins Street

MELBOURNE VIC 3000

For

*This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus and has not consented to being named in this Prospectus.

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For personal use only

2.	TIMETABLE
		Event		Date
		Request for trading halt		Before market open
		Announcement of Offer		Monday, 25 July 2022
		Lodgement of Appendix 3B with ASX
		Lodgement of Prospectus with ASIC and ASX
		Institutional Offer opens		Monday, 25 July 2022
		Announcement of results of Institutional Offer		Before market open
				Wednesday, 27 July
			2022
		Trading halt lifted		Wednesday, 27July
		Trading resumes on an ex-entitlement basis	2022
		Record Date for the Retail Offer		Wednesday, 27July
				2022 (5:00pm AEST)
		Prospectus despatched to Shareholders		Friday, 29 July 2022
		Company announces the despatch has completed
		Opening Date for Retail Offer
		Settlement of Institutional Offer		Friday, 29 July 2022
		Issue of Shares under Institutional Offer and		Monday, 1 August
			2022 (no later than
		Lodgement of Appendix 2A
			12:00pm AEST)
		Quotation of Shares issued under the Institutional Offer		Tuesday, 2 August
			2022
		Last day to extend Retail Offer closing date		Before 12:00pm (AEST)
				Friday, 12 August 2022
		Closing Date of the Retail Offer		Wednesday, 17
				August 2022
				(5:00pm AEST)
		Announcement of results of Retail Offer		Before 12:00pm (AEST)
				Friday, 19 August 2022
		Issue of Shares under the Retail Offer and Options		Friday, 19 August 2022
		issued under the Entitlement Offer and Lodgement of		(no later than 12:00pm
		Appendix 2A		AEST)
		Quotation of Shares issued under the Retail Offer and		Monday, 22 August
		New Options issued under the Entitlement Offer	2022
		Expected despatch of holding statements for retail		Tuesday, 23 August
		holders	2022
	*All dates are indicative and subject to change. The Company	reserves the right to alter this
	timetable at any time.

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For personal use only

3. IMPORTANT NOTES

This Prospectus is dated 25 July 2022 and was lodged with the ASIC on that date. The ASIC, the ASX and their respective officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Securities may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

No person is authorised to give information or to make any representation in connection with this Prospectus, 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 this Prospectus.

It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. The Securities the subject of this Prospectus should be considered highly speculative.

Applications for Securities offered pursuant to this Prospectus can only be submitted on an original Entitlement and Acceptance Form or a Shortfall Application Form.

This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

In addition to the Offer, this Prospectus is also being issued to remove any secondary trading restrictions that may attach to Shares issued by the Company pursuant to the Institutional Offer in accordance with section 708A(11) of the Corporations Act.

3.1 Risk factors

Potential investors should be aware that subscribing for Securities in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 7 of this Prospectus. These risks, together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Securities in the future. Accordingly, an investment in the Company should be considered highly speculative. Investors should consider consulting their professional advisers before deciding whether to apply for Securities pursuant to this Prospectus.

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