Global Approach Limited

Independent Expert's Report

23 May 2006

Financial Services Guide

Anthony W Thomas ("AWT") is a Partner in Robertsons Chartered Accountants and carries on business at Level 4, 127 Creek Street, Brisbane, Old, 4000. AWT holds Australian Financial Services Licence No 268504 authorising him to provide financial product advice on securities.

The Corporations Act requires AWT to provide this Financial Services Guide ("FSG") in connection with provision of an independent expert's report ("Report"), which is included in a document ("Disclosure Document") provided to members by the company or other entity ("Entity") for which the Report is prepared.

AWT does not accept instructions from retail clients. AWT does not provide any personal retail financial product advice to retail investors nor does he provide market-related advice to retail investors.

When providing Reports, AWT's client is the Entity to which the Report is provided. AWT receives remuneration from the Entity. In respect of the Report for Global Approach Limited, AWT will receive a fixed fee of \$7,500 for the preparation of the Report (as stated in Appendix 2 of the Report).

No related body corporate of AWT, or any of the fellow directors or employees of AWT or of any of those related bodies or any associate receives any remuneration or other benefit attributable to the preparation and provision of the Report.

AWT is required to be independent of the Entity in order to provide a Report. The guidelines for independence in the preparation of Reports are set out in Practice Note 42 issued by the Australian Securities Commission (the predecessor to the Australian Securities & Investments Commission) on 8 December 1993. The following information in relation to independence is stated in Appendix 2 of the Report:

"Robertsons and AWT have provided services to GLO some 10 years ago. Subsequent to this AWT, Robertsons and its associates have not had any shareholding or other relationships with GLO that would reasonably be regarded as capable of affecting its ability to provide an unbiased opinion on the proposed transaction. No role has been played in the formulation of the proposed transaction other than in the preparation of this report. Independence has been achieved in terms of Practice Note 42 issued by ASIC in December 1993."

As the holder of an Australian Financial Services Licence, AWT has a complaints handling procedure and is a member of the Financial Industry Complaints Service Limited. No F4153.

AWT is only responsible for the Report and this FSG. Complaints or questions about the Disclosure Document should not be directed to him or Robertsons. AWT will not respond in any way that might involve any provision of financial product advice to any retail investor.

A.B.N. 98 477 136 937

23 May 2006

The Directors Global Approach Limited Level 13, 340 Adelaide Street BRISBANE OLD 4000

Dear Sirs

INDEPENDENT EXPERT'S REPORT FOR GLOBAL APPROACH LIMITED

1. Introduction

On 29 March 2006 Global Apporach Limited (GLO) announced plans for a significant acquisition to increase its portfolio of online casinos and poker rooms.

A Heads of Agreement has been signed to acquire Tusk Investments Corporation and associated entities (Tusk Group), the owner and operator of a portfolio of online casinos and poker rooms. The Tusk Group currently provides management services for GLO's current online casinos and poker room.

The vendors of the Tusk Group will receive a purchase consideration of A\$19.375 million in the form of 155 million fully paid ordinary shares in GLO at an issue price of 12.5 cents per share.

In addition GLO has agreed to allocate up to 10 million options to senior management of the Tusk Group exercisable at 15 cents with incentive hurdles attached.

The acquisition is dependent on GLO having passed all resolutions as are required under ASX listing rules and the Corporation Act 2001.

If the conditions precedent to the proposed transaction are met it will result in interests associated with the Tusk Group holding a controlling interest in the issued shares in GLO.

Level 4, 127 Creek Street, Brisbane, Qld. 4000, GPO Box 1189, Brisbane, Old. 4001 Telephone: (07) 32292022 Facsimile: (07) 32293277 Email: [email protected]

2. Scope

GLO has sought an independent expert to express an opinion as to whether or not the Proposed Transaction is fair and reasonable to the non-associated shareholders of GLO.

This report is to be included with the Notice of Meeting and in the Explanatory Memorandum to be sent to GLO's shareholders and has been prepared for the exclusive purpose of assisting GLO's shareholders in their consideration of the Proposed Transaction.

3. Summary and Conclusion

In evaluating whether or not the Proposed Transaction is fair and reasonable to GLO shareholders the following analytical steps occurred:

estimation of the fair market value of the shares in GLO before the Proposed Transaction:
estimation of the fair market value of the shares in GLO after the Proposed $\bullet$ Transaction:
comparison of the likely advantages and disadvantages of the Proposed Transaction for GLO shareholders.

A summary of findings on each of these matters is presented below.

Fairness of the Proposed Transaction

A summary of the market value of GLO shares before and after the Proposed Transaction is set out below:

Table 1:

Range:	Low. Per Share Value	High Per Share Value
Before the Proposed Transaction	30. OS	S0.11
After the Proposed Transaction		\$0.13

risks and any adverse outcomes.

Reasonableness of the Proposed Transaction

The likely advantages and disadvantages for GLO shareholders if the Proposed Transaction proceeds are summarised below.

Likely Advantages	Likely Disadvantages
GLO grows substantially with the $\bullet$ ٠ acquisition. The Tusk Group is already managing GLO's existing online activities. Consequently integration risks are virtually non- existent.	A significant number of shares will be issued which will dilute the ownership proportions and voting rights of the existing GLO shareholders.
• There are prospects of strong growth $\bullet$ with a sharper focus on online poker with a stable base of online casinos.	The investment in the Tusk Group is subject to both ordinary business risk, which may expose GLO to additional

Premium for Control

The value of a GLO share if the Proposed Transaction proceeds compared to the value if it does not, indicates that the Vendor will pay a premium for control in which all shareholders will participate as the share value is higher if the Proposed Transaction proceeds.

The above factors were considered in forming our opinion.

Summary

In our opinion the proposed transaction involving the issue of a substantial number of shares is fair and reasonable to the non-associated shareholders of GLO as at the date of this report.

This opinion should be read in conjunction with the full text of this report, which sets out the detailed scope and findings.

Yours faithfully

Ger Thomas

A W Thomas Partner

Global Approach Independent Expert's Report May 2006

1. THE PROPOSED TRANSACTION

1.1. Background

2. SCOPE OF THE REPORT

2.1. Purpose of the Report
2.2. Basis of Evaluation
2.3. Limitations and Reliance on Information

3. GLO

3.1. History & Activities
3.2. Capital Structure and Shareholders
3.3. Share Price History
3.4. Financial Performance
3.5. Financial Position
3.6. Cash Flows

4. TUSK GROUP

4.1. Industry Overview
4.2. Corporate Structure
4.3. History & Activities
4.4. Capital Structure and Shareholders
4.5. Financial Position
4.6. Financial Performance and Projections

5. EVALUATION

5.1. Introduction
5.2. Valuation of shares in GLO before the Proposed Transaction
5.3. Valuation of shares in GLO after the Proposed Transaction
5.4. Comparison of Values
5.5. Fairness of the Proposed Transaction
5.6. Reasonableness of Proposed Transaction
5.7. Premium for Control

Appendices

1. Sources of Information
1. Oualification, Declarations and Consents
1. Valuation Cross Check

1 THE PROPOSED TRANSACTION THE PROPOSED TRANSACTION

$1.1$ Background

On 29 March 2006 Global Approach Limited (GLO) announced plans for a significant acquisition to increase its portfolio of online casinos and poker rooms.

The vendors of the Tusk Group will receive a purchase consideration of A\$19.375 million in the form of 155 million fully paid ordinary shares in GLO at an issue price of 12.5 cents per share.

In addition GLO has agreed to allocate up to 10 million options to senior management of the Tusk Group exercisable at 15 cents with incentive hurdles attached.

The acquisition is dependent on GLO having passed all resolutions as are required under ASX listing rules and the Corporation Act 2001.

SCOPE OF THE REPORT AND RESIDENCE 2

$2.1$ Purpose of the Report

GLO has sought an independent expert to express an opinion as to whether or not the Proposed Transaction is fair and reasonable to the non-associated shareholders of GLO. The Directors have appointed an independent expert to consider the Proposed Transaction to fulfil the requirements of Section 611 of the Corporations Act ("Section 611") and ASX Listing Rule 10.1.

$2.1.1$ Section 611

Section 606 of the Corporations Act ("Section 606") does not allow a person to acquire more than 20% of GLO voting shares without making a takeover offer. Interests associated with the Tusk Group will clearly acquire more than 20% of GLO if the Proposed Transaction is completed.

Section 611 of the Corporations Act ("Section 611") provides an exemption to Section 606 if the Proposed Transaction is approved by a resolution at a general meeting of GLO shareholders.

Practice Statement 74 issued by the Australian Securities & Investments Commission ("ASIC") requires that the Notice of Meeting include, amongst other things, an analysis of the Proposed Transaction by the independent Directors.

GLO has requested preparation of this report advising whether the transaction is fair and reasonable to the independent shareholders.

2.1.2 Listing Rule 10.1

Listing Rule 10.1 provides that a listed company which proposes to acquire or dispose of a substantial asset from or to a person who is in a position to influence the company must obtain the approval of holders of its shares. Listing Rule 10 and Guidance Note 24 describe what comprises a substantial asset and the persons who are in a position to influence the company.

In accordance with the requirements of Listing Rule 10.10, the Company must provide a report on the proposed transaction from an independent expert to members to allow them to assess the proposed transaction. The report must say whether the transaction is fair and reasonable to holders of the company's securities whose votes are not to be disregarded. GLO has requested preparation of this report advising whether the transaction is fair and reasonable to the independent shareholders.

$2.2$ Basis of Evaluation

In evaluating fairness and reasonableness, the requirements of the Corporations Law, the ASX Listing Rules, ASIC Policy Statements and common market practice have been considered.

ASIC Practice statement 74 provides guidelines for independent experts on how to evaluate whether or not a proposed transaction is fair and reasonable when preparing reports for Section 611 proposals. In relation to the Proposed Transaction, Practice Statement 74 states that the evaluation should:

be judged in all circumstances of the Proposed Transaction; $\bullet$
compare the likely advantages and disadvantages to the shareholders if the Proposed Transaction is agreed to, with the advantages and disadvantages to those shareholders if it is not: and
consider the value of GLO shares if the Proposed Transaction is approved but this $\bullet$ should not be the sole factor in evaluating the Proposed Acquisition.

In forming our opinion on whether or not the Proposed Transaction is fair and reasonable for GLO shareholders the following analysis has been done:

estimation of the fair market value of the shares in GLO before the Proposed $\bullet$ Transaction:
estimation of the fair market value of the shares in GLO after the Proposed $\bullet$ Transaction:
comparison of the likely advantages and disadvantages of the Proposed ٠ Transaction for GLO shareholders.

$2.3$ Limitations and Reliance on Information

This opinion is based on economic, market and other conditions prevailing at the date of this report. Such conditions can change significantly over relatively short periods of time. This report should be read in conjunction with the declarations outlined in Appendix 2.

$610$ Ä.

$3.1$ History & Activities

GLO was incorporated in Western Australia on 11 January 1985 as Gandesa Pty Ltd. The Company converted to public company status on 25 June 1985, and became known as Australian Metals Exchange Limited (AME) on 22 July 1985.

The ordinary shares in AME were listed for official quotation on the ASX in November 1985. On 28 November 1991, the Company adopted the name of Amlink Limited. The Company was later delisted from the ASX on 10 June 1992, following a long period of suspension from trading of its shares.

In late 1993 the Company carried out a settlement with existing major creditors who agreed to a "debt for equity" swap. In November 1996 a new board of directors was appointed, including Mr David Barwick who became Chairman of the Company. Mr Trevor Gardiner became Managing Director and Mr Chris Hayward became a nonexecutive director in May 1998, replacing other directors, with Mr Barwick remaining as Chairman. During mid 1998 the Company acquired the Events and Lodex software businesses.

In late 1998 the Company issued a prospectus to raise $$1,925,000$ in ordinary shares at 35c each. On the successful close of the prospectus the company applied to the ASX for relisting and the shares were quoted on the ASX on 18 December 1998.

The Company achieved above prospectus forecasts for the first full year of trading, at the end of which Mr Gardiner moved aside to pursue other activities and new management was installed. This was not successful and the new management were removed in July 2000, with Mr Gardiner being asked to return and Mr Hayward taking an executive role. As part of their return the Company sold 30% of the Events Business to them in November 2000, with the ability for them to acquire up to an additional 20% if certain profit hurdles were met for the period November 2000 to June 2002. These were achieved and parties associated with Mr Gardiner acquired the additional 20% of the Events Business as at 1 July 2002.

During the period July 1999 to June 2000 the Company's Lodex business was vended into Ledgerworks (Australia) Pty Ltd for a 49.9% share in that company. The Company has made arrangements to dispose of the 49.9% of Ledgerworks (Australia) Pty Ltd by converting its ordinary shares and debt into preference shares that have now been fully redeemed.

The board searched for a suitable acquisition in an attempt to grow the asset base of the company. A number of potential businesses were examined.

In October 2003 the company signed a Heads of Agreement with Global Approach Pty Ltd. Under the transaction Amlink acquired all the issued capital in Global. The latter held the licence to conduct the online gaming business known as "Music Hall Casino". At the same time Amlink distributed its shares in Events to its shareholders by way of a return of capital. It then proceeded to change its name to Global Approach Limited.

$3.2$ Capital Structure and Shareholders

Currently, GLO has the following securities on issue:

Table 1:

. -------------------------------------- ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, . ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, . --------------------------------------
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Ordinary shares fully paid:
As at 31 December 2005	54,823,327
Options exercised	9,644,218
	64,467,545
Options:	Nil

Table 2:

Top 20 Shareholders at 10 April 2006
	Number	$\frac{6}{4}$
	of Shares
MDA Capital Pty Ltd	13,061,306	20.26
Jumbo Corporation Limited	11,628,817	18.04
Brian James Cooke	2,170,000	3.37
D K Barwick Investments Pty Ltd	2,109,632	3.27
David Ohlson	1,999,715	3.10
Glenn Battershill	1,795,244	2.78
Joan Hunt	1,356,273	2.10
Robert James Canning-Ure	1,250,000	1.94
Warawong Pty Ltd	1,235,059	1.92
Leonie Kouvaras	1,206,273	1.87
Biss Holdings Limited	1,154,252	1.79
Cuculainn Investments Limited	1,154,252	1.79
David Barwick Super Fund	1,100,000	1.71
Robert James Canning-Ure	970,000	1.50
Adam Furst	885,502	1.37
Bradley Board	733,550	1.14
Blue Reef Productions Pty Ltd	722,222	1.12
BWM Limited	637,282	0.99
Vesteon Pty Ltd	632,888	0.98
Sarah Daly	615,500	0.95
		71.99

Table 3:

Ordinary Shares & Options After the Proposed Transaction
Ordinary Shares:
Ordinary Shares currently on issue	64,467,545
Purchase of Tusk Group	155,000,000
	219,467,545
Options:
Nil

$[NB]$ The total number of shares issued as a consequence of the purchase of Tusk Group assumes that the issued capital of the Company is not affected by the potential issue of up to 10 million options exercisable at 15 cents as outlined in Section 1 of this report.]

3.3 Share Price History

The table below summarises the share price history of GLO on the ASX for the 6 months up to 31 March 2006.

Table 4:

Month	High	Low	Volume
	cents	cents	000s
October 2005	11	8	877
November 2005	łΙ	Y)	1,217
December 2005	12	10	630
January 2006	11	ų	1,153
February 2006	12	Q	1,618
March 2006	15		2,790

On the day of the announcement of the proposed transaction the shares traded up to 15 cents whereas they had been trading around 9 to 10 cents per share in the days prior. Volumes were also sharply higher with some 55 per cent of the March 2006 turnover accounted for by trading on the day of the announcement and subsequent 2 days.

$3.4$ Financial Performance

The reviewed consolidated statements of financial performance for GLO for the 6 months ended 31 December 2005 and audited statements of financial performance for the 12 months ended 30 June 2005 and 30 June 2004, are presented in the table below.

Table 5:

	6 months to December 2005 Reviewed S	12 months to June 2005 Actual I.	12 months to June 2004 Actual S
Revenue from ordinary
activities	2,450,796	3,425,995	746,457
Less
Professional and directors
fees	110,956	285,639	273,275
Borrowing costs	445	1,378	1,526
Occupancy costs	8,816	1,500	18,131
Carrying amount of
investments sold			6,545
Insurance costs			17,596
Shareholder and share
registry costs Consultant fees	26,676	42,469	61,141
Other expenses from	7,630	15,248	25,092
ordinary activities	23,968	32,260	20,604
Correction of fundamental
error		(32, 818)
Casino Operating Expenses	2,283,213	3,099,822	949,363
Amortisation of intangible
assets	49,441	74,583	43,529
Share of net (profit)/losses
of associates and joint
ventures accounted for
using the equity method			(68, 876)
Profit/(loss) from ordinary
activities before related income
tax expense	(60, 349)	(94,086)	(601, 469)
Income tax expense Net profit/(loss) from	(3,978)
ordinary activities after
related income tax expense	(64.327)	(94.086)	(601.469)

$3.5$ Financial Position

GLO's consolidated statements of financial position as at 31 December 2005, 30 June 2005 and 30 June 2004 are presented in the table below.

Table 6:

	December 2005*	June 2005	June 2004
	S	$\mathbf{r}$	Ś
Current assets
Cash assets	144,316	186,908	262,836
Receivables	808,107	630,396	59,248
Other financial assets			110,724
Total current assets	952,423	817,304	432,808
Non current assets
Receivables		65,464
Other financial assets			337,418
Intangible assets	2,323,020	2,372,463	1,044,688
Total non current assets	2,323,020	2,437,927	1,382,106

Total assets	3,275,443	3,255,231	1,814,914
Current liabilities
Payables	464,074	396,258	317,292
Provisions	7,470	7,470	7,470
Other	600,000	600,000
Total current liabilities	1,071,544	1,003,728	324,762

Total liabilities	1,071,544	1,003,728	324,762
Net assets	2,203,899	2,251,503	1,490,152

Equity
Contributed Equity	10,829,936	10,829,936	9,881,602
Reserves	125,547	100,950	205,169
Accumulated losses	(8,751,584)	(8,679,383)	(8,596,619)
Total Equity	2,203,899	2,251,503	1,490,152

* Subsequent to period end, of the 10,094,968 10 cent options outstanding as at 31 December 2005, 3,644,218 were exercised by option holders, 6,000,000 were exercised by the underwriter to extinguish the liability arising from underwriting proceeds advance to the company during the previous financial year, and the remaining 450,750 expired on 31 January 2006.

The effect of the option conversion is that the company now has an additional \$364,420 in working capital and the \$600,000 liability reflected in the 31 December 2005 Balance Sheet has been eliminated. The consolidated entity now has no long or short term debt and no outstanding options.

3.6 Cash Flows

The company's consolidated statement of cash flows for the 6 months to 31 December 2005 and the 12 months to 30 June 2005 and 30 June 2004 is presented in the table below:

Table 7:
----------	--

	6 months to December 2005 Actual A.	12 months to June 2005 Actual \$.	12 months to June 2004 Actual S
Cash flow from operating activities
Receipts from customers & players Payments to suppliers, employees	2,365,947	2,987,874	733,695
& players Borrowing costs paid including interest and other costs of finance	(2,408,094)	(3,371,435)	(1,367,197)
paid Interest received	(445)	(1,378) 21,248	(1,526) 27,705
Net cash inflow/(outflow) from
operating activities	(42, 592)	(363, 691)	(607, 323)
Cash flow from investing activities
Payments for investments			(6,056)
Proceeds from redemption of equity investments/repayment of debt Payment for controlled entities (net		64,180	85,362
of cash acquired) loan Proceeds οf from/ $(to)$		(924, 854)	67,423
associated entities	m		(139)
Net cash provided by/(used in) investing activities		(860, 674)	146,590
Cash flow from financing activities
Proceeds from issue of shares, options and convertible notes Transaction costs from issue of		615,439	659,880
shares		(67,002)	(30,219)
underwriting proceeds Option received in advance		600,000
Net cash provided by/(used in) financing activities		1,148,437	629,661
Net increase/(decrease) in cash held	(42, 592)	(75, 928)	168,928
Cash at the beginning of the financial year	186,908	262,836	93,908
Cash at the end of the financial year	144,316	186,908	262,836

TUSK GROUP

$\boldsymbol{\Lambda}$

4.1 Industry Overview

$4.1.1$ Online Gambling Industry

The online gambling market has experienced rapid growth since its establishment in the 1990's but remains relatively immature. Although estimates as to the current size and growth of the online gaming market vary considerably, it is estimated that the global online market generated revenue of approximately \$8.2 billion in 2004, representing just over 3% of the global gaming market.

The development of global online gaming has been led by customers in the US representing about 50% of the global online gaming market. As the internet and particularly broadband usage penetrates across the world it is estimated that online gaming revenue growth rates in regions such as Europe and Asia will exceed those of the United States during the next five years.

Key drivers for the continued growth of the global online gaming market include the following:

massive global demand: ٠
increasing numbers of online households with broadband access; $\bullet$
infrastructure including e-cash, access to capital, and software tools; $\bullet$
development of new distribution channels such as interactive televisions and $\bullet$ wireless applications on mobile phones and other hand held devices;
regulatory and licensing regimes in 60 or so countries to date, with more on the ٠ way:
growing legitimacy in the eyes of consumers, as "pirate" operators are superseded $\bullet$ by licensed suppliers with globally recognised brands; and
general increase in e-commerce, which is pulling and being pulled by e-gambling; $\bullet$ and enabling technologies, Wireless, ITV, and the Internet, that facilitate egambling.

4.1.2 Competitors

Competitors to the online gaming business are other online casino operations. It is estimated that there are in excess of 800 online casino sites world wide. The success of these operations varies depending on the software, marketing and customer service level that is offered.

$4.1.3$ Regulatory Environment in Australia

Australia has a Federal Law to prevent Australians from playing online. Australian Federal Law does not prevent online casinos to operate from the licensed jurisdiction of Kahnawake in Canada providing they do not allow Australian residents to play at the Casino. The latest technology is applied to prevent access by Australians.

$4.2$ Corporate Structure

$4.2.1$ Tusk Group Structure at 31 March 2006

4.3 History & Activities

NewEcon, the operating company of the Tusk Group, is an unlisted Australian public company that was established in 2000. It now has over 45 full time staff. The Company specialises in the online casino management and is currently involved in the management of several online casinos.

These online casinos are licensed by the Kahnawake Gaming Commission which is based in Kahnawake in Quebec Province in Canada. The casinos use Microgaming Software, a leading online gaming software supplier.

The Company also provides consultancy advice in relation to the following:

Internet product marketing;
Internet site development and e-commerce solutions; ٠
Hardware and Network requirements including web servers and global ٠ distribution points for internet sites;
Security, including full eneryption for privacy and financial protection; and ٠
24/7 call centre to assist clients with their needs. ٠

Revenue Streams

Revenue has predominantly been derived from the following:

Casino fees income associated with the management of seven online casinos.
Poker fees poker is the fastest growing segment of the online gaming market. $\bullet$ NewEcon has derived significant revenue commencing during FYO6 from the management and ownership of a number of online poker rooms.

Operating Expenses

Operating expenses include legal fees, IT expenses, NewEcon consultant payments and other consultant payments.

4.4 Capital Structure and Shareholders

The shareholders in Tusk Investments Corporation at 31 March 2006 are as follows:

Table 8:

Shareholder
MDA Capital Limited	59.0
James Canning-Ure	19.5
Brian Cooke	19.5
Anthony Say	2.0

Global Approach
Independent Expert's Report May 2006

4.5 Financial Position

The unaudited pro-forma statement of financial position for the Tusk Group at 31 March 2006 is presented below:

Table 9:

	\$
Current Assets
Cash $\&$ cash equivalents	6,468,747
Trade & other receivables	435,354
Other	314,468
Total Current Assets	7,218,569
Non Current Assets
Property plant & equipment	87,090
Intangible assets	1,172,560
Deferred tax asset	57,140
Total Non Current Assets	1,316,790
Total Assets	8,535,359

Current Liabilities
Trade & other payables – players purse*	6,072,337
Trade & other payables – other	1,894,345
Provisions	131,256
Interest bearing liabilities	666,667
Tax liabilities	30,856
Total Current Liabilities	8,795,461
Non Current Liabilities
Provisions	21,962
	21,962
Total Liabilities	8,817,423
Net Assets	(282,064)

EQUITY
Share capital	5,010
Accumulated losses	(287, 074)
Total Equity	(282,064)

* Player balances held in trust

4.6 Financial Performance and Projections

The directors of Tusk Group have provided the following unaudited historical and forecast results:

Table 10:

	FY HUN 05 ACTUAL USS	FY JUN 06 19,441(0119) USS	FY 31 N 07 RORDEAST USSI	EVALUIN 08 RORFOART ISS
Revenue
Casino	3,338.532	2,887,625	3,064.519	3.611,254
Poker	246.512	2,109,522	3,027.982	4,306,102
Total Revenue	3,585,044	4,997,147	6,092.501	7,917,356
Revenue growth %		39%	21.9%
Total Expenses	4,010,156	3,584,287	3,787,679	4,226,600
Expense Growth %		$-11%$	5.7%
EBITDA – USS	(425, 112)	1,412,860	2,304.822	3,690,756
EBITDA - AS	(566, 817)	1,883,813	3,073.096	4.921,009
Tax		266,358	921,929	1.476,303
Net Profit/(Loss) After Tax	(566, 817)	1,617,455	2,151,167	3,444,706

In preparing this report access was given to the detailed revenue and expense data behind the information presented in Table 10.

Disclosure of the information has been limited in this report. This approach has been adopted following a request by Tusk Group and the commercially sensitive and confidential nature of certain operational and financial information supplied.

Significant growth at the EBITDA level is forecast during FY06. Comments on this are:

Change in casino revenue. The decrease in casino revenue for the FYO6 is attributable to NewEcon's acquisition of two casinos (Challenge Casino and Nostalgia Casino). The associated investment in strategies to grow both entities resulted in a decline in Net Revenue (after direct marketing costs) attributable to both casinos.
Increase in poker revenue. The growth in poker revenue is attributable to a $\bullet$ change in marketing strategies implemented in the poker business this year. Poker is the fastest growing sector of the online gaming market.
Decrease in operating expenses. Cost savings are forecast from the closure of $\bullet$ the Singapore and UK offices and the non recurrence of restructuring costs incurred during FY05.
Decrease in profits from casino investments. A decline is forecast due to $\bullet$ downward profit forecasts for the Golden Reef casino and the current loss position of the Challenge and Nostalgia casinos.

The financial projections reflect NewEcon's judgement on present circumstances, as to both the most likely set of conditions and the course of action it is most likely to take.

Whilst these forecasts have been considered in preparing this report, achievement of these forecasts is not warranted or guaranteed. Prospective financial results are by their nature uncertain and are dependent on a number of future events that may impact on the forecasts being achieved and consequently cannot be guaranteed. Actual results may vary significantly from the forecasts. Any variations from forecasts may affect the opinions herein.

The opinions expressed in this report are based on prevailing market, economic and other conditions at the date of this report. Conditions can change over relatively short periods of time. Any subsequent changes in these conditions could impact those opinions.

5 EVALUATION

$5.1$ Introduction

$5.1.1$ Basis of evaluation

In evaluating whether or not the Proposed Transaction is fair and reasonable for GLO shareholders the following analytical steps occurred:

estimation of the fair market value of the shares in GLO before the Proposed ٠ Transaction^'
estimation of the fair market value of the shares in GLO after the acquisition of Tusk Group;
comparison of the likely advantages and disadvantages of the Proposed ٠ Transaction for GLO's shareholders: and

These are discussed in sections 5.2, 5.3 and 5.6 respectively.

5.1.2 Valuation methodologies

To estimate the fair market value of the shares in GLO we have considered valuation methodologies recommended by ASIC Practice Note 43 regarding valuation reports of independent experts and common market practice. These are discussed below.

Market based methods

Market based methods estimate a company's fair market value by considering the market price of transactions in its shares or the market value of comparable companies. Market based methods include:

capitalisation of maintainable earnings;
analysis of a company's recent share trading history; and ٠
industry specific methods.

The capitalisation of maintainable earnings method estimates fair market value based upon the company's future maintainable earnings and an appropriate earnings multiple. An appropriate earnings multiple is derived from market transactions involving comparable companies. The capitalisation of maintainable earnings method is appropriate where the company's earnings are relatively stable.

The most recent share trading history provides strong evidence on the fair market value of the shares in a company where they are publicly traded in an informed and liquid market.

Industry specific methods estimate market value using rules of thumb for a particular industry. Generally rules of thumb provide less persuasive evidence on market value of a company as they may not account for company specific factors.

Discounted cash flow method

The discounted cash flow method estimates market value by discounting a company's future cash flows to their present value. This method is appropriate where a projection of future cash flows can be made with a reasonable degree of confidence. This discounted cash flow method is commonly used to value early stage companies or projects with a finite life.

Asset based methods

Asset based methods estimate the market value of a company's shares based on the realisable value of its identifiable net assets. Asset based methods include:

orderly realisation of assets method; and ٠
liquidation of assets method. ٠

The orderly realisation of assets method estimates fair market value by determining the amount that would be distributed to shareholders assuming the company is wound up in an orderly manner. The liquidation method is similar to the orderly realisation of assets methods except the liquidation method assumes the assets are sold in a shorter time frame.

These approaches ignore the possibility that the company's value could exceed the realisable value of its assets. Asset based methods are appropriate when companies are not profitable or a significant proportion of a company's assets are liquid.

5.1.3 Selection of valuation methodologies

GLO Before the Proposed Transaction

In view of the recent losses it is contended that the most appropriate methodology to value the GLO before the Proposed Transaction is recent trading on the Australian Stock Exchange ("ASX").

GLO After the Proposed Transaction

After the Proposed Transaction the major activity of GLO will consist of the investment in several online casinos. Tusk Group have provided forecasts. In view of the availability of forecasts for the Tusk Group, the most appropriate methodology to value GLO in this scenario is with use of the discounted cash flow method.

$5.2$ Valuation of GLO before the Proposed Transaction

Recent Share Trading on the ASX $5.2.1$

The price of GLO on the ASX provides the stock market assessment of the value of the market capitalisation of GLO.

The share price of GLO is subject to fluctuation due to general factors such as:

movements in relevant indexes; $\bullet$
general movement in the ASX; and $\bullet$
changes in economic and other factors including interest rates, government policy, ٠ economic policy and exchange rates.

The share price of GLO is also subject to variation due to specific issues, which affect the perceived net worth of the assets.

In the 6 months prior to the announcement of the proposed transaction GLO shares largely traded in the band of 9 cents to 11 cents per share.

The shares spiked to 15 cents upon announcement of the proposed transaction but have now reverted to the range of 10-11 cents per share on more modest volumes as shown below:

Date	Closing Price S	Volume
18 April 2006	0.100	215,101
13 April 2006	0.110	35,000
11 April 2006	0.100	50,000
10 April 2006	0.105	564,681
7 April 2006	0.110	100,319

Table 11:

5.2.3 Summary of valuation method and conclusion

The valuation of shares in GLO is summarised in the following table.

Table 12:

	Section	Low Value SARO	High Value
Market capitalisation on the ASX	5.2.1	5,802	7.091
No. of shares on issue before transaction Value per share (cents)		64,467,545 9.0	64,467,545

5.3 Valuation of GLO after the Proposed Transaction

In determining the market value of shares in GLO after the Proposed Transaction use was made of the discounted cash flow method on the Tusk Group.

The Discounted Cash Flow Method $5.3.1$

The discounted cash flow method estimates market value by discounting a company's future cash flows to their present value.

To value shares using the discounted cash flow method requires the determination of the following:

future cash flows: ٠
an appropriate discount rate to be applied to the cash flows; ٠
an estimate of the continuing value; and ٠
the value of any surplus assets. ٠

Our considerations on each of these factors are presented below.

5.3.2 Future cash flows

The directors of Tusk Group have prepared projections of nominal after tax cash flows.

In determining the cash flows, the data in section 4.6 was converted to Australian $\bullet$ dollars, based on an average exchange rate of $1$ AUD $-$ 0.75 USD.
Tax paid has been included from the beginning of the forecast period at the $\bullet$ company tax rate of 30%
$\bullet$ EBITDA levels are forecast to grow at a declining rate.
EBITDA growth is expected to be derived from increases in revenue offset by $\bullet$ lower growth in operating expenses.

A post tax nominal weighted average cost of capital (WACC) for Tusk Group of 20 to 25 per cent has been derived. This incorporates a specific risk which reflects the difference in size, liquidity and diversity with comparable companies whose risk profiles were examined.

The results based on these discount factors and the cash flows prepared by Tusk Group are presented below.

Table 13:

Equity Value (AS) Contact Low Thigh
Enterprise Value for Tusk Group Less: Net Debt.	17.104.757	21,415,691
Equity Value	17.104.757	21,415,691

Surplus Assets

Tusk Group Management has advised that there are no surplus assets or liabilities in that group which would materially adjust the equity value parameters calculated above.

Cross Check

A high level cross check of this enterprise value has been conducted by applying a capitalisation of earnings methodology ie by looking at the multiples of comparable listed companies and applying these to the appropriate level of earnings ie EBITDA. This cross-check is shown in Appendix 3.

5.3.3 Valuation: Discounted cash flow method

The value of shares in GLO after the proposed transaction is summarised below:

Table 14:
	Summary using discounted cash flow valuation
	Low Value	Mid Point	High Value
Tusk Group - Value of forecast
cash flows	17,104,757	19,260,224	21,415,691
GLO current equity value $\omega$ 10
cents per share	6,446,754	6,446,754	6,446,754
Combined Equity value No. of shares on issue after	23,551,511	25,706,978	27,862,445
proposed transaction	219,467,545	219,467,545	219,467,545
Equity Value per share	11¢	12¢	13¢

5.4 Comparison of Values

Estimates of the value of shares in GLO before and after the Proposed Transaction is summarised in the table below.

Value per share	Example 1.0W Value Cents	High Value Cents
Before the Proposed Transaction	9.O
After the Proposed Transaction	11 O	13.O

5.5 Fairness of the Proposed Transaction

As the value per share after the Proposed Transaction exceeds value per share before the Proposed Transaction, the Proposed Transaction can be regarded as fair to the non-associated ordinary shareholders of GLO.

5.6 Reasonableness of Proposed Transaction

To decide whether or not the Proposed Transaction is reasonable to the non-associated shareholders, we have considered:

The advantages and benefits to the non-associated GLO shareholders derived from ٠ the Proposed Transaction, and
The disadvantages and costs associated with the Proposed Transaction. ٠

Both aspects directly above have been assessed independently and in addition to the financial assessment made in the previous section.

The likely advantages and disadvantages for GLO shareholders if the Proposed Transaction proceeds are discussed below.

Advantages

GLO grows substantially with the acquisition. The Tusk Group is already managing GLO's existing online activities. Consequently integration risks are virtually non-existent.
There are prospects of strong growth with a sharper focus on online poker with a ٠ stable base of online casinos.

Disadvantages

A significant number of shares will be issued which will significantly dilute the $\bullet$ ownership proportions and voting rights of the existing GLO shareholders.
$\bullet$ The investment in the Tusk Group is subject to both ordinary business risk, which may expose GLO to additional risks and any adverse outcomes.

Having regard to the advantages and disadvantages, the position of the shareholders if the proposed transaction is not approved and the other considerations, as set out in this section of this report, it is concluded that the Proposed Transaction is reasonable when considering solely the interests of the non-associated shareholders.

5.7 Premium for Control

Policy Statement 74 requires that the expert give an opinion as to whether the proposed issue of shares will result in the Company receiving any premium for control. In giving their opinion, the expert should:

consider whether there are any contracts or proposed contracts between the ٠ allottee and the company which is conditional upon, or directly or indirectly dependent on, shareholders' agreement to the allotment;
quantify any premium; and $\bullet$
set out reasons for forming that opinion and why under the circumstances it is $\bullet$ appropriate to regard the benefit as constituting a premium for control.

In determining whether a control premium will be received as a result of the proposed issue of shares in GLO we have considered the requirements of ASIC Policy Statement 74 as detailed above.

On the basis of the analysis, the value per GLO share if the Proposed Transaction proceeds compared to the value if it does not indicates that Tusk Group will pay a premium for control in the range of 18 to 22 per cent in which all shareholders will participate.

APPENDIX 1: SOURCES OF INFORMATION APPENDIX 1 APPENDIX 1

In preparing this report we have had access to the following principal sources of information:

The financial statements of GLO for the periods ended 30 June 2004, 30 June ٠ 2005 and 31 December 2005.
Discussions with and representations from Mr David Barwick (Director) of GLO. ٠
GLO share register reports. ٠
Heads of agreement dated 31 March 2006 between GLO and Tusk Group. ۰
Copy of Explanatory Memorandum. ٠
Other publicly available information about GLO including the announcements ٠ made about the proposed transaction.
Discussions with directors and management of the Tusk Group. ٠
Financial projections for Tusk Group for the periods FY06 to FY08. ٠
Pro-forma Financial Statements of the Tusk Group at 31 March 2006. ٠
"Project Poker Pricing Insight" prepared by Ernst & Young dated 16 March ٠ 2006 for Tusk Group.
Various online gaming industry publications. ٠

APPENDIX 2: OUALIFICATIONS, DECLARATIONS AND CONSENTS

This report has been prepared at the request of the independent Directors of GLO and is to accompany the notice of the meeting to be given to shareholders for approval of the proposed transaction. Accordingly, it has been prepared only for the benefit of the independent Directors and those persons entitled to receive the notice of the meeting in their assessment of the proposed transaction outlined in the report and should not be used for any other purpose.

The Partner of Robertsons solely responsible for the preparation of this report was Anthony W Thomas ("AWT") B.Com, MFM, FCA, FCPA. He has many years experience in the provision of corporate financial advice, including specific advice on valuations, mergers and acquisitions, as well as the preparation of expert reports. He is the holder of a Financial Services Licence under the Corporations Act.

The report represents solely the expression by AWT of his opinion as to whether the Proposed Transaction is fair and reasonable. Consent is given to this report accompanying the notice of meeting.

Statements and opinions contained in this report are given in good faith but, in the preparation of this report, AWT has relied upon the information provided by the Directors and Executives of GLO, which he believes, on reasonable grounds, to be reliable, complete and not misleading. AWT and Robertsons does not imply, nor should it be construed, that it has carried out any form of audit verification on the information and records supplied to us. Drafts of this report were issued to GLO and management for confirmation of factual accuracy.

Furthermore, recognising that AWT may rely on information provided by GLO and its officers and/or associates, GLO has agreed to make no claim by it or its officers and/or associates against AWT to recover any loss or damage which GLO or its associates may suffer as a result of that reliance and also has agreed to indemnify against any claim arising out of the assignments to give this report, except where the claim has arisen as a result of any proven wilful misconduct or negligence by AWT.

Robertsons and AWT have provided services to GLO some 10 years ago. Subsequent to this, AWT, Robertsons and its associates have not previously had any shareholding or other relationship with GLO that could reasonably be regarded as capable of affecting its ability to provide an unbiased opinion on the proposed transaction. No role has been played in the formulation of the proposed transaction other than in the preparation of this report. Independence has been achieved in terms of Practice Note 42 issued by ASIC in December 1993.

There is a fixed fee of \$7,500 for preparation of this report. It is not contingent on the outcome of the proposed transaction.

Low	Median	High
\$17,104,757	\$19,260,224	\$21,415,691
2,825,024	2,825,024	2,825,024
5,133,494	5,133,494	5,133,494
7,349,012	7,349,012	7,349,012
6.05	6.82	7.58
3.33	3.75	4.17
2.33	2.62	2.91

APPENDIX 3: VALUATION CROSS - CHECK

Contract Contract

We have compared these implied multiples to EBITDA multiples of comparable listed companies. A sample of data for companies involved in online gaming is presented below:

Forecast Multiples for Selected Companies Community of Selection Community
Company	Country	FY _O6	FYO7
Sportingbet Plc (UK)	UK	17.4	15.1
PartyGaming Plc (UK)	UK	13.9	11.7
Neteller Plc	US	15.4	10.8

There are some entities listed in Australia (Lassetters Corporation and Betcorp Limited) as well as 32 Red Plc recently listed on the Alternative Investment Market in London that are comparable to GLO and Tusk Group. However there does not appear to be any forecast information available on which comparable multiples could be derived.

The following factors are relevant in comparing the implied EBITDA multiples in Table 16 with the forecast multiples in Table 17:

1. Tusk Group is considerably smaller in size relative to the listed companies included in this comparison. One might expect investment in smaller companies commands a higher required rate of return due to higher perceived levels of operating and financial risk.
1. An investment in Tusk Group is not as liquid as an investment in a larger publicly listed entity. This discount for lack of marketability can range from 10 to 40 per cent.

On this basis the differential between the implied EBITDA multiples for Tusk Group and those of the comparison group appear reasonable.