ASSET VISION CO LTD — M&A Activity 2021

Jun 22, 2021

Level 11, 410 Collins Street Melbourne, Victoria Australia, 3000

www.futurefirsttech.io

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+61 3 9682 2699

23 June 2021

ASX ANNOUNCEMENT

FUTURE FIRST TECHNOLOGIES ACQUIRES EAGLESOFT, ADDING INTELLIGENT AI DATA CAPTURE TO ASSET VISION’S INTELLIGENT ASSET MANAGEMENT PLATFORM

Future First Technologies Ltd ( ASX: FFT ) ( FFT or the Company ) is pleased to announce the strategic acquisition of EagleSoft, an Intelligent Data Capture Platform that automatically detects both road defects and asset inventory using Artificial Intelligence (AI) and Machine Learning (ML), with the execution of a Share Sale and Purchase Agreement.

EagleSoft is one of a limited number of technology companies globally to have successfully built and implemented an Intelligent Data Capture Platform that automatically detects both road defects and asset inventory using Artificial Intelligence (AI), Machine Learning (ML), Deep Learning (DL) and Neural Network (NN) techniques from High-Definition video footage. This capability can extend to other point and linear asset types, with EagleSoft working to introduce this automated analysis capability into other sectors in the transport industry.

EagleSoft’s technology solution accelerates Asset Vision’s roadmap to build the world’s first Intelligent Asset Management ( IAM ) Platform for Transport. For our existing and future customers, it means a more efficient and cost-effective means of analysing road conditions, making it possible to optimise planning, repair roads faster and improve road safety for the community.

A number of short-term opportunities both locally and globally are being progressed that will leverage EagleSoft’s recent successful trial which covered more than 4,000 kilometres of road for Regional Roads Victoria and DM Roads - https://www.youtube.com/watch?v=XAa5MkwAjP4. The successful trial of EagleSoft’s EaglEye platform puts it in a prime position to now move to a full commercial rollout with an encouraging pipeline of opportunities currently being pursued.

Keith Falconer, FFT’s CEO, commented - “I welcome EagleSoft and their team to FFT. This acquisition strengthens Asset Vision as a full end-to-end Intelligent Asset Management (IAM) Platform for the transport sector and will accelerate our vision to play an integral role in the safety, reliability and availability of every transport network in the world.”

The consideration for the acquisition of EagleSoft’s proprietary solution will be a mix of cash and FFT shares, being $1.5m in cash and 15,000,000 shares on completion with further conditional consideration payments of up to $8.0m across the next three years post completion. Post completion payments will also be a mixture of cash and FFT shares on a 50:50 ratio.

EagleSoft’s Managing Director, Chris Mahoney along with Managing Partners, Babak Bigdeli and Ebrahim Heydarnia, will head up EagleSoft’s ongoing operations, which will include accelerating Asset Vision’s roadmap and integrating EaglEye seamlessly into our “world first” IAM Platform for Transport.

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Mr Mahoney commented - “Providing Asset Vision’s existing clients with the ability to leverage and integrate our EaglEye solution with Asset Vision’s Intelligent Asset Management Platform gives us the ability to significantly grow our revenue base as we move from successful trials to full commercialisation. While we will continue to service existing and new clients who use their own asset management tools, integrating our solution into Asset Vision is a natural progression and our team is excited by that and the opportunities that lie ahead.”

Damian Smith – Asset Vision’s Founder and CEO commented – “Our goal to be the number one Intelligent Asset Management Platform for Transport globally has always required a robust and automated solution to handle intelligent data capture through the use of AI and ML. It is crystal clear that this is where the future is headed, and this acquisition positions Asset Vision as a true leader in this space. Innovating and thinking differently is part of our DNA, and this is an exciting time for our people and our clients.”

Further details of the acquisition are contained in the attached presentation deck.

FFT looks forward to keeping the market updated on the progress of the commercialisation of EagleSoft’s EaglEye solution and further strategic acquisitions in future announcements.

This announcement has been authorised for release by FFT’s Board of Directors.

END

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Asset Vision A Future First Technologies Company EagleSoft Acquisition

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June 2021

Asset Vision Why do we exist? To play an integral role in the safety, reliability and availability of every transport network in the world.

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Asset Vision | EagleSoft Acquisition | P 2

Asset Vision Today FFT acquired Asset Vision in November 2020

Asset Vision is an Intelligent Asset Management Platform that is used by the some of the largest asset owners, operators and contractors in Australia – and globally.

Asset Operators & Maintainers

Asset Owners

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NOV 2020
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Completed acquisition of Asset Vision Nov 2020 Strengthened Sales and Delivery capability with key executive hires Transport for NSW extends Asset Vision to tunnels Awarded $2 million multi-year contract with Ventia, one of the largest infrastructure service providers in Australian and New Zealand Growth since acquisition in re-occurring revenue base of 26%

Sales pipeline underpinning strong forecasted growth in FY22 of 50% Acquisition of EagleSoft

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JUL 2021
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State Government Roads Local Government Roads Asset Maintainers Asset Operators

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Asset Owners use Asset Vision to centralise their asset registers, and monitor performance of Maintenance and Capital Work activities being undertaken by Contractors

Contractors use Asset Vision to improve operational efficiencies while undertaking inspections of the road network, recording defects and maintaining asset registers

Asset Vision | EagleSoft Acquisition | P 3

EagleSoft Acquisition

Acquisition Overview

• FFT has agreed to acquire EagleSoft Pty Ltd, an Intelligent Data Capture Platform that utilises Artificial Intelligence (AI) and Machine Learning (ML) to automatically detect both road defects and asset inventory from High Definition (HD) video footage

• Consideration of $1.5m in cash and 15,000,000 FFT shares on Completion

• Up to $8M in conditional consideration payments across the 3 years post completion. Post completion payments a 50/50 mix of cash/shares

Strategic Rationale

1. Accelerates the road map for our world first Intelligent Asset Management Platform for Transport with the addition of Intelligent Data Capture using Artificial Intelligence (AI) and Machine Learning (ML)

2. Benefits our customers by making their work safer, faster and more effective

3. Enhances our product and sales capabilities, grows our platform and our team’s Expertise

4. Expands global footprint with EagleSoft trials underway or complete in multiple countries

5. Diversifies our software as a service (SaaS) revenue model

Asset Vision | EagleSoft Acquisition | P 4

EagleSoft at a glance

Intelligent pavement defect and asset inventory collection including condition assessment

EagleSoft is an Australian owned business which has applied their deep cross industry experience in major infrastructure and heavy industrial sectors to develop an Intelligent Data Capture Platform that automatically detects both road defects and asset inventory using: Artificial Intelligence (AI), Machine Learning (ML), Deep Learning (DL) and Neural Network (NN) techniques from High-Definition video footage.

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Highlights

• Automatic detection of road pavement defects such as potholes, cracking and rutting through analysis of HD video

• Discovers road asset inventory such as signage, safety barriers, light poles, ITS and vegetation

• Revenue model based on $ per km of road analysed. FY21 Revenue of $400K

Asset Vision | EagleSoft Acquisition | P 5

Strategic Rationale 1 Accelerates Asset Vision’s Roadmap

Asset Vision is a world first E2E Intelligent Asset Management Platform built to optimise the safety, reliability, availability and performance of transport networks globally

	Our sofware operates in large and fast growing global sofware markets	Our sofware operates in large and fast growing global sofware markets
	Component Market CAGR
	Size*
	(USD)
	AI/ML $58.3B 39.7%
	EAM $3.3B 8.7% FSM $3.0B 11.0%
	BI $23.1B 7.6%

Intelligent Asset Management (IAM) Platform

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global software markets
Component Market CAGR
Size
(USD)
Intelligent Enterprise Asset Field Service Business AI/ML $58.3B 39.7%
Data Capture Management Management Intelligence
EAM $3.3B 8.7%
(AI/ML) (EAM) (FSM) (BI)
FSM $3.0B 11.0%
BI $23.1B 7.6%
source: marketsandmarkets.com
Centralised Asset Integrated Mobile app Real time dashboard
Highly efficient, effective
and safe capture of asset Register, integrated GIS, for internal teams or and analytics, condition
inventory and pavement Maintenance and Capital Contractors with rich modeling and KPI
defects through video Work Management user experience and compliance reporting
Improvements to
and AI/ML
offline capability
“Planning and Decision
Making” were identified
as a high priority in the
Federal Government’s
“Australian infrastructure
Audit 2019”
Optimising Asset Investment Planning (AIP)
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Asset Vision | EagleSoft Acquisition | P 6

Strategic Rationale 2 Benefits our customers

Benefits of EaglEye

EagleSof’s EaglEye platform uses AI/ML to radically optimise the way assets are identified and inspected Today most road maintenance organisations rely on manual methods of evaluating road and asset conditions. Artificial intelligence (AI) and machine learning (ML) will radically improve their planned and reactive road maintenance strategies in the future.	Highly-detailed video data collection, categorisation and analysis are all performed automatically with EagleSof’s EaglEye with the end result being “a fast and cost- efective means of populating asset inventory and analysing road conditions making it possible to repair roads faster and keep them safer”. Traditional human assessment Eaglesof’s EaglEye Inspection speed Drive slowly to detect and document Driving speed up to 80 kms per hour; inspector is free to carry out other tasks Data availability Takes weeks to get data in usable format Immediate; data analysis automated Data quality Incomplete identification an inconsistent categorisation More than 95% accurate for identification with consistent, repeatable categorisation Analytics Broad and nonspecific Comprehensive, automated, used in short and long-term Personnel Trained inspectors are needed Non-experts can complete surveys Process Manual and ad-hoc Automated and can be repurposed for other domains (e.g. rail)	Highly-detailed video data collection, categorisation and analysis are all performed automatically with EagleSof’s EaglEye with the end result being “a fast and cost- efective means of populating asset inventory and analysing road conditions making it possible to repair roads faster and keep them safer”. Traditional human assessment Eaglesof’s EaglEye Inspection speed Drive slowly to detect and document Driving speed up to 80 kms per hour; inspector is free to carry out other tasks Data availability Takes weeks to get data in usable format Immediate; data analysis automated Data quality Incomplete identification an inconsistent categorisation More than 95% accurate for identification with consistent, repeatable categorisation Analytics Broad and nonspecific Comprehensive, automated, used in short and long-term Personnel Trained inspectors are needed Non-experts can complete surveys Process Manual and ad-hoc Automated and can be repurposed for other domains (e.g. rail)	Highly-detailed video data collection, categorisation and analysis are all performed automatically with EagleSof’s EaglEye with the end result being “a fast and cost- efective means of populating asset inventory and analysing road conditions making it possible to repair roads faster and keep them safer”. Traditional human assessment Eaglesof’s EaglEye Inspection speed Drive slowly to detect and document Driving speed up to 80 kms per hour; inspector is free to carry out other tasks Data availability Takes weeks to get data in usable format Immediate; data analysis automated Data quality Incomplete identification an inconsistent categorisation More than 95% accurate for identification with consistent, repeatable categorisation Analytics Broad and nonspecific Comprehensive, automated, used in short and long-term Personnel Trained inspectors are needed Non-experts can complete surveys Process Manual and ad-hoc Automated and can be repurposed for other domains (e.g. rail)
		Traditional human assessment	Eaglesof’s EaglEye
	Inspection speed	Drive slowly to detect and document	Driving speed up to 80 kms per hour; inspector is free to carry out other tasks
	Data availability	Takes weeks to get data in usable format	Immediate; data analysis automated
	Data quality	Incomplete identification an inconsistent categorisation	More than 95% accurate for identification with consistent, repeatable categorisation
	Analytics	Broad and nonspecific	Comprehensive, automated, used in short and long-term
	Personnel	Trained inspectors are needed	Non-experts can complete surveys
	Process	Manual and ad-hoc	Automated and can be repurposed for other domains (e.g. rail)

Asset Vision | EagleSoft Acquisition | P 7

• Strategic Rationale 3 Grows our Platform and our Team’s Expertise

The EagleSoft team joins the Asset Vision team, adding further industry experience and technical capability

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Chris Mahoney Managing Director

Dr Babak Bigdeli Product Lead

Abe Heydarnia Technical Lead

Chris is an experienced executive manager and has been accountable for the delivery of many organisational change and project improvements over 15 years. With a strong technology focus, he has an extensive consulting background in Operations and Asset Management across many heavy industry and transport sectors.

Babak is an asset management veteran with over 25 years’ experience in asset intensive organisations such as utilities, transportation, mining. With a vision for tomorrow, focused on opportunities enabled by the Forth Industrial revolution, he assembled and led a team of highly qualified developers and innovative thinkers, to develop EaglEye, an AI-enabled Asset and Defect detection system.

Abe is a demonstrated leader managing high profile, time-critical projects. His technical experience enables him to rapidly comprehend complex issues, and his business background helps him to understand requirements and devise quality solutions. Building a business’s sustainable growth through leadership actions and long-term vision. As a technologist, for the last 13 years he has been applying his ability to innovate in different sectors: Aviation, Manufacturing, Security and Transport.

Asset Vision | EagleSoft Acquisition | P 8

Strategic Rationale 4 Expands our global footprint

Asset Vision and EagleSoft are operating in multiple countries

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Top 10 countries by
kms of paved road
(‘000 kms)
USA 4,300
China 1,696
India 1,500
Japan 973
Russia 966
France 714
Brazil 500
Canada 415
Australia 356
Spain 341
Asset Vision Existing
Clients
Asset Vision Pipeline
EagleSoft Trials
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Asset Vision | EagleSoft Acquisition | P 9

Strategic Rationale 5 Diversifies our SaaS Revenue Model

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Multiple revenue lines
Intelligent Data Capture Field Service Management Enterprise Asset
with unique charging
(IDC) (FSM) Management
models. Enables Platform
(EAM)
to be purchased as a
whole or by component Revenue Model $ per km captured $ License fee $ License fee
(per field user per month) (per enterprise user per
month)
Market Focus FY22 Roads Roads Roads
FY23+ +Rail +Airports +Buses +Rail +Airports +Buses +Rail +Airports +Buses
+Maritime +Maritime +Maritime
Geography Focus FY22 Australia + NZ Australia + NZ Australia + NZ
FY23+ +USA + Europe + Asia +USA + Europe + Asia +USA + Europe + Asia
Market Size (Roads) Australia 817K [1] kms of paved road 25K [3] Field Users 5K [3] Enterprise Users
Globally 38M [2] kms of road 500K [4] Field Users 100K [4] Enterprise Users
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1 source: roads.org.au | 2 source: cia.gov | 3 estimate based on internal survey of several large Australian infrastructure companies 4 estimate based on Australia software market size being 5% of global total

Asset Vision | EagleSoft Acquisition | P 10

Acquisition Detail and Timeframes

01. Completion is expected to occur in early July subject to successful completion of customary due diligence accompanying a transaction of this nature.

02. On completion, FFT will pay the vendors $1.5m in cash and 15,000,000 Future First Technologies Limited shares.

03. Further conditional 05. FFT will have a consideration 100% interest in all payments of up to intellectual property $8.0m across a three and has retained all year period post key personnel as part completion. of the conditions precedent. 04. Post completion payments will also be a mixture of cash and FFT shares on a 50:50 ratio.

Asset Vision | EagleSof t Acquisition | P 11

Corporate Overview Asset Vision | EagleSoft Acquisition | P 12

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FFT Overview

Our Mission is to build shareholder value through direct ownership and commercialisation of digital assets in significant growth markets

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ASX TICKER FFT MARKET CAPITALISATION (UNDILUTED) $24.7m SHARE PRICE (22 June 2021) $0.06 OPTIONS 48m OPTION CONVERSION AVERAGE PRICE $0.08	SHARES ON ISSUE 411m
	TOP 20 SHAREHOLDERS 69.2%
	STAFF SHAREHOLDING ~54.5%
	CASH (31 May 2021) $6.5m

Asset Vision | EagleSoft Acquisition | P 13

FFT Leadership Team

Experienced technology focused Board of Directors and Senior Leadership Team.

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Renata Sguario Chairman

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Damian Smith Asset Vision CEO

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Nick Chan Non-Executive Director

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Royce Zygarlicki Farmbuy Head Of Sales

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Nicole Ferro

Non-Executive Director

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Lucas Murtagh Head Of Strategy

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Keith Falconer CEO & Executive Director

Vesna Jelesic

CFO & Company Secretary

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Chris Wignall Asset Vision Head Of Sales

Paul Fielding Mergers & Acquisitions

Asset Vision | EagleSof t Acquisition | P 14

DISCLAIMER

This presentation has been prepared by Future First Technologies Limited (the “Company”). It does not purport to contain all the information that a prospective investor may require in connection with any potential investment in the Company.

You should not treat the contents of this presentation, or any information provided in connection with it, as financial advice, financial product advice or advice relating to legal, taxation or investment matters. No representation or warranty (whether express or implied) is made by the Company or any of its officers, advisers, agents or employees as to the accuracy, completeness or reasonableness of the information, statements, opinions or matters (express or implied) arising out of, contained in or derived from this presentation or provided in connection with it, or any omission from this presentation, nor as to the attainability of any estimates, forecasts or projections set out in this presentation.

This presentation is provided expressly on the basis that you will carry out your own independent inquiries into the matters contained in the presentation and make your own independent decisions about the affairs, financial position or prospects of the Company.

The Company reserves the right to update, amend or supplement the information at any time in its absolute discretion (without incurring any obligation to do so). Neither the Company, nor its related bodies corporate, officers, their advisers, agents and employees accept any responsibility or Liability to you or to any other person or entity arising out of this presentation including pursuant to the general law (whether for negligence, under statute or otherwise), or under the Australian Securities and Investments Commission Act 2001, Corporations Act 2001, Competition and Consumer Act 2010 or any corresponding provision of any Australian state or territory Legislation (or the Law of any similar Legislation in any other jurisdiction), or similar provision under any applicable law. Any such responsibility or liability is, to the maximum extent permitted by Law, expressly disclaimed and excluded.

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FUTURE MATTERS

This presentation contains reference to certain intentions, expectations, future plans, strategy and prospects of the Company. Those intentions, expectations, future plans, strategy and prospects may or may not be achieved. They are based on certain assumptions, which may not be met or on which views may differ and may be affected by known and unknown risks. The performance and operations of the Company may be influenced by a number of factors, many of which are outside the control of the Company. No representation or warranty, express or Implied, is made by the Company, or any of its directors, officers, employees, advisers or agents that any intentions, expectations or plans will be achieved either totally or partially or that any particular rate of return will be achieved.

Given the risks and uncertainties may cause the Company’s actual future results, performance or achievements to be materially different from those expected, planned or intended, recipients should not place undue reliance on these intentions, expectations, future plans, strategy and prospects. The Company does not warrant or represent that the actual results, performance or achievements will be as expected, planned or intended.

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US DISCLOSURE

This document does not constitute any part of any offer to sell, or the solicitation of any offer to buy, any securities in the United States or to, or for the account or benefit of any “US person” as defined in Regulation S under the US Securities Act of 1993 (“Securities Act”). The Company’s shares have not been, and will not be, registered under the Securities Act or the securities Laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to any US person without being so registered or pursuant to an exemption from registration including an exemption for qualified institutional buyers.

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