ASSET VISION CO LTD — Capital/Financing Update 2019

Dec 9, 2019

ASX Announcement

PS&C LIMITED (ACN 164 718 361)

10 December 2019

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SALE OF NTH. CONSULTING PTY LTD & COMPLETION OF SALE OF SECURITY SEGMENT

PS&C Limited (ASX:PSZ) ( PS&C ) is pleased to announce that it further strengthened its Balance Sheet position through the sale of its wholly owned subsidiary, Nth. Consulting Pty Ltd (ACN 613 493 584) ( NTH ), to TNT Cyber Services Pty Ltd (ACN 632 539 167), a wholly owned subsidiary of Tesserent Limited (ASX:TNT) ( TNT ).

The sale is via a Share Purchase Agreement ( SPA ) for a purchase price of $5,308,844 ( Purchase Price ) (subject to adjustment in accordance with the terms of the SPA) which comprises:

• A payment in cash and (ASX:TNT) shares to the founders of Nth. Consulting (Founders) which represents the amount which remains owing by PS&C to the Founders under the Sale and Purchase Agreement between PS&C and the Funders dated on or around 18 May 2018 pursuant to which PS&C acquired Nth. Consulting; and

• a payment of $500,000 to PS&C.

PS&C will make further announcements regarding the completion of this transaction as they become available.

Completion of Sale of Security Segment

PS&C also announces the completion of the sale of the Security Segment on revised terms from those that were announced to the market on 3 October 2019. The total consideration on completion was:

• Part A - $8m in cash;

• Part B - $5m in fully paid ordinary shares in Tesserent Limited issued at 5 cents; and

• Part C - $1m payable in March 2020 or June 2020 the timing of which is subject to performance targets.

These transactions have eliminated significant liabilities from PS&C’s balance sheet and enables the company to further reduce its net debt position.

END

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----- Start of picture text ----- 03 9682 2699info@PSCgroup.com.au----- End of picture text -----

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----- Start of picture text ----- Melbourne, VictoriaAustralia, 3000www.PSCgroup.com.au----- End of picture text -----