Wellfully : Prospectus

For personal use only

ACN 056 482 636

Prospectus

For:

• the offer of one (1) free-attaching New Option for every three (3) Placement Shares issued to Placees (Placement Offer); and
• the offer to the Lead Manager of 10,000,000 New Options, and two (2) New Options for every $1 raised under the Placement, at an issue price of $0.0001 (0.01 cents) per New Option (Broker Offer),

(together, the Offers).

It is proposed that the Offers will close at 5.00pm (AWST) on 22 February 2022. The Directors reserve the right to close any of the Offers earlier or to extend this date without notice. Applications must be received before that time.

This is an important document and requires your immediate attention. It should be read in its entirety. Please consult your professional adviser(s) if you have any questions about this document.

Investment in the New Options offered pursuant to this Prospectus should be regarded as highly speculative in nature, and investors should be aware that they may lose some or all of their investment. Refer to Section 4 for a summary of the key risks associated with an investment in the New Options.

For personal use only

Important Notice

This Prospectus is dated, and was lodged with ASIC on 18 February 2022. Neither ASIC nor ASX (or their respective officers) take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. The expiry date of this Prospectus is 5.00pm AWST on that date which is thirteen (13) months after the date this Prospectus was lodged with ASIC. No New Options will be issued on the basis of this Prospectus after that expiry date.

Application for Official Quotation of the New Options offered pursuant to this Prospectus will be made in accordance with the timetable set out at the commencement of this Prospectus.

No person is authorised to give any information or to make any representation in connection with the Offers, other than as is contained in this Prospectus. Any information or representation not contained in this Prospectus should not be relied on as having been made or authorised by the Company or the Directors in connection with the Offers.

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

Exposure Period

No exposure period applies to the Offers.

Electronic Prospectus and

Application Forms

This Prospectus will generally be made available in electronic form by being posted on the Company's website at https://wellfully.net/. Persons having received a copy of this

Prospectus in its electronic form may obtain an additional paper copy of this Prospectus and the relevant Application Form (free of charge) from the Company's Australian registered office during the Offer period by contacting the Company. Contact details for the Company and details of the Company's Australian registered office are detailed in the Corporate Directory. The Offers constituted by this Prospectus in electronic form are only available to persons receiving an electronic version of this Prospectus and relevant Application Forms within Australia.

Applications will only be accepted on the relevant Application Forms attached to, or accompanying, this Prospectus or in its paper copy form as downloaded in its entirety from https://wellfully.net/. The Corporations Act prohibits any person from passing on to another person an Application Form unless it is accompanied by or attached to a complete and unaltered copy of this Prospectus.

Prospective investors wishing to subscribe for New Options under the Offers should complete the relevant Application Form. If you do not provide the information required on the Application Form, the Company may not be able to accept or process your Application.

The Placement Offer Application Form sets out a Placee's entitlement for the Placement Offer. Please refer to the instructions in Section 3 regarding the acceptance of your Application Form.

By returning an Application Form, you acknowledge that you have received and read this Prospectus and you have acted in accordance with the terms of the relevant Offer(s) detailed in this Prospectus.

Website

No document or information included on the Company's website is

For personal use only

incorporated by reference into this Prospectus.

Foreign Investors

No action has been taken to register or qualify the New Options the subject of this Prospectus, or the Offers, or otherwise to permit the public offering of the New Options, in any jurisdiction outside Australia.

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

Continuously Quoted Securities

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. This Prospectus is issued pursuant to section 713 of the Corporations Act. This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all information that would be included in a prospectus for an initial public offering.

Speculative Investment

The New Options offered pursuant to this Prospectus should be considered highly speculative. There is no guarantee that the New Options offered pursuant to this Prospectus will make a return on the capital invested, that dividends will be paid on any

Shares the subject of the New Options or that there will be an increase in the value of the New Options in the future.

Prospective investors should carefully consider whether the New Options offered pursuant to this Prospectus are an appropriate investment for them in light of their personal circumstances, including their financial and taxation position. Refer to Section 4 for details relating to the key risks applicable to an investment in the New Options.

Using this Prospectus

Persons wishing to subscribe for New Options offered by this Prospectus should read this Prospectus in its entirety in order to make an informed assessment of the assets and liabilities, financial position and performance, profits and losses, and prospects of the Company and the rights and liabilities attaching to the New Options offered pursuant to this Prospectus. If persons considering subscribing for New Options offered pursuant to this Prospectus have any questions, they should consult their stockbroker, solicitor, accountant or other professional adviser for advice.

Privacy Statement

To apply for New Options you will be required to provide certain personal information to the Company and the Share Registry. The Company and the Share Registry will collect, hold and use your personal information in order to assess your Application, service your needs as an investor, provide facilities and services that you request and carry out appropriate administration. The Corporations Act and taxation law requires some of this personal information to be collected. If you do not provide the information requested, your Application may not be able to be processed efficiently, or at all.

By submitting an Application Form,

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each Applicant agrees that the Company may use the information provided by an Applicant on the Application Form for the purposes detailed in this Privacy Statement and may disclose it for those purposes to the Share Registry, the Company's related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities.

If an Applicant becomes the holder of New Options, the Corporations Act requires the Company to include information about the Shareholder (including name, address and details of the New Options held) in its public register. The information contained in the Company's public register must remain there even if that person ceases to be a Shareholder. Information contained in the Company's register is also used to facilitate distribution payments and corporate communications (including the Company's financial results, annual reports and other information that the Company may wish to communicate to its Shareholders) and compliance by the Company with its legal and regulatory requirements.

Forward-Looking Statements

This Prospectus may contain forward- looking statements which are identified by words such as "believes", "estimates", "expects', "targets", "intends", "may", "will", "would", "could", or "should" and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance

and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and management of the Company. Key risk factors associated with an investment in the Company are detailed in Section 4. These and other factors could cause actual results to differ materially from those expressed in any forward-looking statements.

The Company has no intention to update or revise forward- looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.

The Company cannot and does not give assurances that the results, performance or achievements expressed or implied in the forward- looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward- looking statements.

Currency

All financial amounts contained in this Prospectus are expressed as Australian currency unless otherwise stated. Conversions may not reconcile due to rounding. All references to "$" or "A$" are references to Australian dollars.

Time

All references to time in this Prospectus are references to AWST, being the time in Perth, Western Australia, unless otherwise stated.

Glossary

Defined terms and abbreviations used in this Prospectus are detailed in the glossary in Section 8.

For personal use only

Corporate Directory

Directors
Mr Antonio Varano Della Vergiliana,	Lead Manager
Non-Executive Chairman	CPS Capital Group Pty Ltd
Mr Jeffrey Edwards, Managing	Level 45, 108 St Georges Terrace
Director	Perth, Western Australia
Mr Steven Schapera, Non-Executive
Director	Auditor *
Mr Anthony Wright, Non-Executive	RSM Australia Partners
Director	Level 32, Exchange Tower,
	2 The Esplanade,
Company Secretary	Perth, Western Australia
Mr Henko Vos	Legal Advisor
Registered Office	Eaton Hall, Corporate & Commercial
Lawyers, 20 / 210 Queen Victoria
Level 1, 284 Oxford Street,	Street, North Fremantle, Western
Australia
Leederville, Western Australia
Share Registry *
Automic Group,
Level 5, 126 Phillip Street,
Sydney, New South Wales

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

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