Prospectus Pentanet Limited ACN 617 506 279 For an initial public offer of 89,840,000 Shares at an issue price of $0.25 each to raise $22,460,000 (before costs) (IPO Offer). IMPORTANT INFORMATION This Prospectus also incorporates the offer of up to 160,000 Shares and 1,560,000 Options to be issued to Participating Employees (or their nominees) (Employee Offer). The Offers pursuant to this Prospectus are conditional upon the events set out in Section 1.6 of this Prospectus occurring. It is proposed that the IPO Offer and Employee Offer (together,Offers ) will close at 5.00pm (WST) on 22 December 2020. The Directors reserve the right to close 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 Securities 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 Securities. The IPO Offer is fully underwritten by Euroz Hartleys Securities Limited. PROSPECTUS | Pentanet Limited Page i CONTENTS Important Information iii Corporate Directory v Letter from the Chairman vi Key Offer Details viii Indicative Timetable ix Investment Overview x 1. Details of Offers 1 2. Company Overview 18 3. Industry Overview 36 4. Risk Factors 47 5. Board, Management and Corporate Governance 58 6. Financial Information 72 7. Material Contracts 73 8. Additional Information 88 9. Authorisation 96 10. Glossary of Terms 97 Annexure A Terms and Conditions of Staff Options 105 Annexure B Terms and Conditions of Consultant Options 107 Annexure C Terms and Conditions of Employee Options 109 Annexure D Summary of Employee Securities Incentives Plan 111 Annexure E Independent Limited Assurance Report 116 PROSPECTUS | Pentanet Limited Page ii Important Information Prospectus This Prospectus has not been filed with, or reviewed by, the US Securities and Exchange Commission or any US state securities authority and none This Prospectus is dated, and was lodged with ASIC on, 11 December 2020. of them has passed upon or endorsed the merits of the Offers or the Neither ASIC nor ASX (or their respective officers) take any responsibility accuracy, adequacy or completeness of the Prospectus. Any representation for the contents of this Prospectus or the merits of the investment to to the contrary is a criminal offence. which this Prospectus relates. The expiry date of this Prospectus is 5.00pm WST on that date which is 13 months after the date this Prospectus The Securities offered pursuant to this Prospectus have not been, and will was lodged with ASIC. No Securities will be issued on the basis of this not be, registered under the US Securities Act 1933 or the securities laws of Prospectus after that expiry date. any US state or other jurisdiction. The Offers are not being made in any US state or other jurisdiction where it is not legally permitted to do so. Application will be made to ASX within seven days of the date of this Prospectus for Official Quotation of the Shares the subject of the Offers. New Zealand 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 document has not been registered, filed with or approved by any this Prospectus. Any information or representation not contained in this New Zealand regulatory authority under the Financial Markets Conduct Prospectus should not be relied on as having been made or authorised by Act 2013 (the FMC Act). The Shares are not being offered or sold in New the Company or the Directors in connection with the Offers. Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who: It is important that you read this Prospectus in its entirety and seek professional advice where necessary. The Securities the subject of this • is an investment business within the meaning of clause 37 of Prospectus should be considered highly speculative. Schedule 1 of the FMC Act; • meets the investment activity criteria specified in clause 38 of Exposure Period Schedule 1 of the FMC Act; • is large within the meaning of clause 39 of Schedule 1 of the FMC This Prospectus will be circulated during the Exposure Period. The purpose Act; of the Exposure Period is to enable this Prospectus to be examined by • is a government agency within the meaning of clause 40 of market participants prior to the raising of funds. You should be aware Schedule 1 of the FMC Act; or that this examination may result in the identification of deficiencies in • is an eligible investor within the meaning of clause 41 of Schedule 1 this Prospectus. In such circumstances, any Application that has been of the FMC Act. received may need to be dealt with in accordance with section 724 of the Corporations Act. Applications under this Prospectus will not be processed Speculative Investment by the Company until after the Exposure Period. The Securities offered pursuant to this Prospectus should be considered Electronic Prospectus and Application Forms highly speculative. There is no guarantee that the Securities offered pursuant to this Prospectus will make a return on the capital invested, that This Prospectus will generally be made available in electronic form by dividends will be paid on the Securities or that there will be an increase in being posted on the Company’s website at www.pentanet.com.au. Persons the value of the Securities in the future. having received a copy of this Prospectus in its electronic form may obtain an additional paper copy of this Prospectus and the relevant Application Prospective investors should carefully consider whether the Securities Form (free of charge) from the Company’s registered office during the Offer offered pursuant to this Prospectus are an appropriate investment for Period by contacting the Company as detailed in the Corporate Directory. them in light of their personal circumstances, including their financial and The Offers constituted by this Prospectus are only available to persons taxation position. Refer to Section 4 for details relating to the key risks receiving this Prospectus and relevant Application Form within Australia applicable to an investment in the Securities. or, subject to the provisions outlined in Section 1.16 certain investors located in New Zealand. Using this Prospectus Applications will only be accepted on the relevant Application Form Persons wishing to subscribe for Securities offered by this Prospectus attached to, or accompanying, this Prospectus or in its paper copy form as should read this Prospectus in its entirety in order to make an informed downloaded in its entirety from www.pentanet.com.au. The Corporations assessment of the assets and liabilities, financial position and Act prohibits any person from passing on to another person the performance, profits and losses, and prospects of the Company and the Application Form unless it is accompanied by or attached to a complete rights and liabilities attaching to the Securities offered pursuant to this and unaltered copy of this Prospectus. Prospectus. Prospective investors wishing to subscribe for Securities under the Offers Any investment in the Company should be considered highly speculative. should complete the relevant Application Form. If you do not provide the In particular, in considering the prospects of the Company, potential information required on the Application Form, the Company may not be investors should consider the risk factors that could affect the financial able to accept or process your Application. performance and assets of the Company. Investors should carefully consider these factors in light of their No document or information included on the Company’s website is personal circumstances (including financial and taxation issues). The incorporated by reference into this Prospectus. Securities offered by this Prospectus should be considered highly speculative. Please refer to Section 4 for details relating to risk The Company reserves the right not to accept an Application Form from a factors. Persons considering applying for Securities pursuant to the person if it has reason to believe that when that person was given access Prospectus should obtain professional advice from a suitably to the electronic Application Form, it was not provided together with the qualified professional before deciding whether to invest. electronic Prospectus and any relevant supplementary or replacement Investors should carefully consider these factors in light of their personal prospectus or any of those documents were incomplete or altered. circumstances (including financial and taxation issues). The Securities offered by this Prospectus should be considered highly speculative. Please Offers outside Australia and New Zealand refer to Section 4 for details relating to risk factors. Persons considering applying for Securities pursuant to the Prospectus should obtain No action has been taken to register or qualify the Securities the subject professional advice from a suitably qualified professional before deciding of this Prospectus, or the Offers, or otherwise to permit the public offering whether to invest of the Shares, in any jurisdiction outside Australia and New Zealand. The distribution of this Prospectus in jurisdictions outside of Australia and New Forward-Looking Statements Zealand may be restricted by law and persons who come into possession of this Prospectus outside of Australia and New Zealand should seek This Prospectus contains forward-looking statements which are identified advice on and observe any such restrictions. Any failure to comply with by words such as ‘believes’, ‘estimates’, ‘expects’, ‘targets’, ‘intends’, ‘may’, such restrictions may constitute a violation of applicable securities ‘will’, ‘would’, ‘could’, or ‘should’ and other similar words that involve risks laws.