CORE ENERGY MINERALS LTD - Proxy Solicitation & Information Statement 2008

ABN 27 009 118 861

GLOBAL APPROACH LIMITED

21[st] April 2008

Company Announcement Office Australian Securities Exchange Limited Exchange Centre Level 4, 20 Bridge Street SYDNEY NSW 2000

Dear Sir

Re: Notice of Meeting and Independent Experts Report

Please find attached a copy of the Notice of Meeting including both the Explanatory Memorandum and Independent Experts Report in respect to the proposed acquisition of Teys Pty Ltd.

A meeting of shareholders has been scheduled for 11.00am on Thursday 22[nd] May 2008.

Please contact Mr Dean Gallegos on 0416 220 007 for further information.

Yours sincerely Global Approach Limited

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Dean Gallegos Chairman

Street Address: Level 15, 25 Bligh Street, Sydney NSW 2000 Ph: +61 2 9233 2520 Fax: +612 9233 2530

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A PROXY FORM IS ENCLOSED

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This Notice of Extraordinary General Meeting should be read in its entirety.  If shareholders are
in doubt as to how they should vote, they should seek advice from their accountant, solicitor or
other professional adviser prior to voting.

Corporate Directory

`Directors`	`Listing`
`Dean Gallegos` Non-Executive Chairman `Peter Hasting Warne` Non-Executive Director `Michael John Teys` Non-Executive Director	`ASX Limited` `ASX code: GLO`
	`Share Registry`
	`Computershare Investor Services Pty Ltd` `Level 19, 307 Queen Street` `Brisbane QLD 4000` `P` `(07) 3237-2100` `F` `(07) 3237-2152`
`Company Secretary`	`Auditors`
`Bill Lyne` `Email: [email protected]`	`PKF Chartered Accountants` `Level 10, 1 Margaret Street` `Sydney NSW 2000`
`Registered Office`
`Level 15, 25 Bligh Street` `SYDNEY NSW 2000` `P` `(02) 9233-2520` `F` `(02) 9233-2530`

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`AGENDA`

For the avoidance of doubt, the securities expressed in the Notice and Explanatory Memorandum
are on the basis that the capital of the Company has been consolidated in accordance with and on
the basis that Resolution 5 has been passed without amendments.

`ORDINARY BUSINESS`

RESOLUTION 1 - NON-EXECUTIVE DIRECTORS’ REMUNERATION

To consider and, if thought fit, pass the following Resolution without amendment:

“That in accordance Article 41 of the Company's Constitution and ASX Listing Rule 10.17,
the total aggregate annual remuneration payable to Non-Executive Directors of the
Company increases by $175,000 and be set at a maximum amount of $350,000 per annum
upon the terms and conditions described in the Explanatory Memorandum”

VOTING EXCLUSION STATEMENT The Company will disregard any votes cast on this Resolution by: �� However, the Company need not disregard a vote if: ��

`RESOLUTION 2 – CHANGE IN ACTIVITIES`

To consider and, if thought fit, pass the following Ordinary Resolution, without amendment:

“Subject to Resolutions 3, 4, and 5 being passed, that in accordance with Listing Rule
11.1.2 and for all other purposes, the Company be authorised to undertake a change in the
nature of its activities as a result of the acquisition of all of the shares in Teys Proprietary
Limited ACN 010 892 243 (TPL) pursuant to the Acquisition Agreement, as described in the
Explanatory Memorandum.”

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VOTING EXCLUSION STATEMENT
The Company will disregard any votes cast on this Resolution by:

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However, the Company need not disregard a vote if:

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`RESOLUTION 3 – ISSUE OF SHARES UNDER ACQUISITION AGREEMENT`

To consider and, if thought fit, pass the following Ordinary Resolution, without amendment:

“Subject to Resolutions 2, 4, and 5 being passed, that in accordance with Listing Rules 7.1 and 10.11 and for the purposes of Part 2E and item 7 of section 611 of the Corporations Act 2001 (Cth) (Corporations Act) and for all other purposes, the Company be authorised to issue the following securities which may result in a person acquiring a relevant interest in voting shares where their voting power would increase from below 20% to above 20%:

(a) the issue of forty-one million two hundred and fifty thousand (41,250,000) fully paid ordinary shares in the issued capital of the Company (Consideration Shares) to both Related and Unrelated TPL Vendors or their nominees in the following quantities:

`(i)`	`Capital Administration and Services Pty Ltd`	`4,125,000`
`(ii)`	`Peter Hastings Warne`	`4,125,000`
`(iii)`	`Theodorus Eduard Ruygrok`	`2,062,500`
`(iv)`	`Michelle Anne Teys`	`12,375,000`
`(v)`	`Michael John Teys`	`12,375,000`
`(vi)`	`Resort Brokers Pty Ltd`	`3,093,750`
`(vii)`	`Ian Ross Crooks`	`3,093,750`

upon the terms and conditions of the Acquisition Agreement and described in the
Explanatory Memorandum.”

`NOTES`

For the purpose of section 611 of the Corporations Act, an Independent Expert’s Report (IER)
prepared by WHK Horwath is enclosed with this Notice of Meeting.

A copy of this Notice of Meeting and the accompanying Explanatory Memorandum has been
lodged with the Australian Securities & Investments Commission in accordance with section 218 of
the Corporations Act.

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`VOTING EXCLUSION STATEMENT`

The Company will disregard any votes cast on this Resolution by:

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However, the Company need not disregard a vote if:

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`RESOLUTION 4 – ISSUE OF FULLY PAID SHARES UNDER PROSPECTUS`

To consider and, if thought fit, pass the following Ordinary Resolution, without amendment:

“That subject to Resolutions 2, 3, and 5 being passed, in accordance with Listing Rule 7.1
and for all other purposes, the Company be authorised to issue up to 25,000,000 Shares to
those persons applying for Shares pursuant to a Prospectus to be lodged by GLO with the
Australian Securities and Investments Commission (Prospectus Share Subscribers)
seeking to raise up to $5,000,000 by an offer of 25,000,000 Shares at a minimum of $0.20
per Share and otherwise upon the terms and conditions described in the Explanatory
Memorandum.”

`VOTING EXCLUSION STATEMENT`

The Company will disregard any votes cast on this Resolution by:

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However, the Company need not disregard a vote if:

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RESOLUTION 5 – APPROVAL OF CONSOLIDATION OF SHARE CAPITAL

To consider and, if thought fit, pass the following Ordinary Resolution, without amendment:

“That subject to Resolutions 2, 3, 4, 6, 7, 8, and 9 being passed, in accordance with and pursuant
to Section 254H(1) of the Corporations Act the members of the Company approve a consolidation
of all of the issued capital of GLO on the basis that every eight (8) existing fully paid Shares in the
capital of GLO be consolidated into one (1) full paid Share with such consolidations to take effect
upon the passing of this resolution (Record Date).

[Note: In accordance with Section 254H(4) of the Corporations Act, a copy of this resolution, if passed, shall be lodged with the Australian Securities & Investments Commission within one (1) month from the date of this Meeting.]

`RESOLUTION 6 – APPROVAL OF DIRECTORS AND EXECUTIVES SHARE OPTION PLAN`

To consider and, if thought fit, pass the following Ordinary Resolution, without amendment:

“Subject to Resolutions 2, 3, 4, and 5 being passed, that for the purposes of Exception 9 in
Listing Rule 7.2 of the ASX Listing Rules and for all other purposes, the Company be
authorised to issue securities under the Directors and Executives Share Option Plan as an
exception to Listing Rule 7.1 of the ASX Listing Rules.”

VOTING EXCLUSION STATEMENT The Company will disregard any votes cast on this Resolution by: �� However, the Company need not disregard a vote if: ��

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RESOLUTION 7 – ISSUE OF OPTIONS TO MR DEAN GALLEGOS UNDER THE DIRECTORS
AND EXECUTIVES EMPLOYEE OPTION PLAN

To consider and, if thought fit, pass the following Ordinary Resolution, without amendment:

"That subject to the passing of Resolutions 2, 3, 4, 5, and 6 and in accordance with the
provisions of Listing Rule 10.14 of the ASX Listing Rules and Chapter 2E of the
Corporations Act, and for all other purposes, the Company be authorised to issue up to one
million four hundred and sixty-five thousand four hundred and one (1,465,401) options to
subscribe for ordinary shares in the Company (DESOP Options) to Mr Dean Gallegos, a
Director of the Company, or his nominee(s), pursuant to the Global Approach Limited
Directors and Executives Share Option Plan and otherwise upon the terms described in the
Explanatory Memorandum."

`VOTING EXCLUSION STATEMENT`

The Company will disregard any votes cast on this Resolution by:

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However, the Company need not disregard a vote if:

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RESOLUTION 8 – ISSUE OF OPTIONS TO MR PETER WARNE UNDER THE DIRECTORS
AND EXECUTIVES EMPLOYEE OPTION PLAN

To consider and, if thought fit, pass the following Ordinary Resolution, without amendment:

"That subject to the passing of Resolutions 2, 3, 4, 5, and 6 and in accordance with the
provisions of Listing Rule 10.14 of the ASX Listing Rules and Chapter 2E of the
Corporations Act, and for all other purposes, the Company be authorised to issue up to one
million four hundred and sixty-five thousand four hundred and one (1,465,401) options to
subscribe for ordinary shares in the Company (DESOP Options) to Mr Peter Warne, a
Director of the Company, or his nominee(s), pursuant to the Global Approach Limited
Directors and Executives Share Option Plan and otherwise upon the terms described in the
Explanatory Memorandum."

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VOTING EXCLUSION STATEMENT The Company will disregard any votes cast on this Resolution by: �� However, the Company need not disregard a vote if: ��

RESOLUTION 9 – ISSUE OF OPTIONS TO MR MICHAEL TEYS UNDER THE DIRECTORS
AND EXECUTIVES EMPLOYEE OPTION PLAN

To consider and, if thought fit, pass the following Ordinary Resolution, without amendment:

"That subject to the passing of Resolutions 2, 3, 4, 5, and 6 and in accordance with the
provisions of Listing Rule 10.14 of the ASX Listing Rules and Chapter 2E of the
Corporations Act, and for all other purposes, the Company be authorised to issue up to four
million four hundred and thirteen thousand eight hundred and sixty (4,413,860) options to
subscribe for ordinary shares in the Company (DESOP Options) to Mr Michael Teys, a
Director of the Company, or his nominee(s), pursuant to the Global Approach Limited
Directors and Executives Share Option Plan and otherwise upon the terms described in the
Explanatory Memorandum."

VOTING EXCLUSION STATEMENT The Company will disregard any votes cast on this Resolution by: �� However, the Company need not disregard a vote if: ��

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`SPECIAL BUSINESS`

RESOLUTION 10 – CHANGE OF COMPANY NAME

To consider and, if thought fit, pass the following Special Resolution, without amendment:

“That, subject to Resolutions 2, 3, 4, 5, and 6 being passed and subject to the completion of the Acquisition Agreement, the name of the Company be changed to “ TEYS Limited ”.”

NOTE

Under the Corporations Act, in order for this Resolution to be effective, it needs to be approved by
a special majority of at least 75% of those members present at the meeting either in person or by
proxy.

`GENERAL BUSINESS`

To consider any other business as may be lawfully put forward in accordance with the Constitution
of the Company.

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`1. INTRODUCTION`

This Explanatory Memorandum is provided to shareholders of GLOBAL APPROACH LIMITED
ABN 27 009 118 861 (GLO) to explain the Resolutions to be put to shareholders at the General
Meeting to be held at will be held at Suite 71 Lower Deck, Jones Bay Wharf, 26-32 Pirrama Road,
Pyrmont NSW  2009 on 22 May 2008 at 11am.

The Directors recommend shareholders read the accompanying Notice of Meeting and this
Explanatory Memorandum in full before making any decision in relation to the Resolutions.

Terms used in this Explanatory Memorandum are defined in Section 10.

`2. RESOLUTION 1 - NON-EXECUTIVE DIRECTORS' REMUNERATION`

ASX Listing Rule 10.17 and Article 41 of the Company’s Constitution must be complied with in
order for the total aggregate annual remuneration payable to Non-Executive Directors of the
Company to be set at a maximum of $350,000.00.

Article 41 of the Constitution and ASX Listing Rule 10.17.2 states that all Non-Executive Directors
be paid a fixed sum.  All Non-Executive Directors will be paid a fixed sum as determined at the sole
discretion of the board.

Currently, Non-Executive Directors of the Company are entitled to receive Directors fees per
annum as follows:

Dean Gallegos - $36,000
Peter Warne - $36,000

Shareholder approval is sought to increase the total aggregate annual remuneration payable to the
Non-Executive Directors of the Company by $175,000 and the maximum aggregate amongst all
Non-Executive Directors to $350,000 (to be divided between Non-Executive Directors as the board
determines).

The current limit was set at $175,000 by shareholder approval on 27 June 2006.

It is important to note that whilst the Company is seeking approval to set the maximum amount that
may potentially be payable to Non-Executive Directors, the board anticipates that the maximum
payment limit will not be met in the short term.  It is anticipated that the Non-Executive Directors
will together earn $144,000 on the terms set out above per annum in Director’s fees.

The board considers that the total aggregate annual remuneration payable to Non-Executive
Directors is necessary to provide the remuneration necessary to pay the current Non-Executive
Directors and any additional Non-Executive Directors who might join the board.

Additionally Non-Executive Directors may be engaged to do provide services additional to their
normal director’s duties and for which they will be compensated after arms length negotiations with
the board.  In this respect the board has agreed to pay $54,000 to Mr Gallegos in consultancy
fees.

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3. RESOLUTIONS 2 AND 3 – CHANGE IN NATURE OF ACTIVITIES AND ISSUE OF SHARES TO VENDORS

`Introduction`

As announced to shareholders and the market on 13 July 2007, the Company has entered into an
Acquisition Agreement with the Vendors under which it has agreed (subject to shareholder
approval) to purchase all of the shares the Vendors hold in Teys Proprietary Limited (TPL).

A summary of the Acquisition Agreement is set out in Section 3.4 below. Further details of the
transaction are set out in the Independent Expert’s Report accompanying this Notice and
Explanatory Memorandum.

The acquisition of TPL will result in a significant change to the nature of the activities of GLO, and
accordingly GLO is seeking to obtain shareholder approval to this significant change. In addition,
the terms of the Acquisition Agreement require that Shares and Options be issued as part of the
consideration payable. Accordingly, GLO is seeking to obtain shareholder approval for the issue of
these Shares in accordance with the Listing Rules and pursuant to Chapter 6 of the Corporations
Act.

`3.1 Teys Proprietary Limited`

`General Description`

The Teys Corporate Group was established in 2002 and is headquartered in Sydney, New South
Wales.  The primary focus of the Teys Corporate Group is property investment management in the
growing markets of strata titled developments and retirement villages.

The Teys Corporate Group consists of twelve (12) operating subsidiaries whereby TPL holds the
following interests:

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Operations of the Corporate Group

TEYS Property Funds Limited

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TEYS Legal Pty Ltd

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TEYS Real Estate Pty Limited

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TEYS Strata Pty Ltd

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TEYS Strata (Brisbane) Pty Ltd

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TEYS Strata (Gold Coast) Pty Ltd

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TEYS Strata (Sunshine Coast) Pty Ltd

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Property Essentials Facilities Management Pty Ltd

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Property Essentials Pty Ltd

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Bannergrade Pty Ltd

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Peridon Partners Village Management Pty Ltd

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The Industry

Strata Management Business

The strata management market is very fragmented comprising over one thousand (1,000) small
businesses throughout Australia managing approximately the one million (1,000,000) apartments
in Australia estimated to be users of strata management services.  The largest participant in the
strata lot management industry accounts for less than 10% of the total market.

Strata management businesses are characterised by stable and predictable cash flows.  It is part
of TPL growth strategy to act as a consolidator of these business’s, this will provide significant
administration expense savings, operational synergies and therefore a margin expansion for TPL.

TPL believes that its strategy of acquisition will be successful due the following:

The average age of strata management business owners is 55 years of age;
Most of these owners do not have defined exit strategies;
Profitability of smaller strata management businesses is declining due to growing complexities in the development and law of strata management while profitability of larger strata management businesses is increasing;
The retention rate of strata management clients following acquisition and re-branding is high;
The concept of subdividing buildings and developments by strata plans is increasing due to a number of underlying themes in our society including:
Ageing of the population;
Housing affordability for younger people;
Shrinking household formations;
Environmental concerns about urban sprawl; and
Safety and security issues.

As a consequence of an increase in the number of strata-titled developments there is a growing
number of owners corporations (or bodies corporate as they are known in some states) that require
strata management services.  TPL management has a track record of acquiring, re-branding and
organically growing the net profit of strata lot businesses it has acquired.

Responsible Entity Services – Strata Developers

TPL holds an AFSL under which it operates as a responsible entity (RE) in managing strata titled
development funds with approximately $120 million under management.  This business gives TPL
a competitive advantage over other strata management providers in that it may provide additional
services to strata developers for properties which ultimately TEYS will manage as strata managers.
Also it provides unique investment opportunities for the 15,600 members of owners corporations
and bodies corporate managed by TEYS.

TPL has a range of 18 strata titled developments, retirement village property and mortgage trusts
that it distributes to the members of owners corporations and bodies corporate.  TPL also has the
capacity to market to private investors directly via the media and indirectly via financial advisors.

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The RE services unit of TPL compliments strata management in two ways:

1. the availability of investment capital attracts developers with strata management opportunities for Teys; and

2. the availability of development investment opportunities earns income from strata management clients looking for fixed and variable investment opportunities.

Similarly the cash flow for TPL has benefited uniquely from providing legal services to owners
corporations and bodies corporate managed by TPL.

Key Personnel

Key personnel within the Teys Corporate Group include:

Michael Teys Managing Director
Theo Ruygrok Chief Executive Officer
Raymond Brennan Chief Operating Officer
Lucio Conte Chief Financial Officer
Maria Palozzi General Manager, TEYS Strata (Brisbane)
Pamela Hunter General Manager TEYS Strata (Gold Coast) and TEYS Real Estate
Scott Simpson General Manager, TEYS Strata (Sunshine Coast)
Regina McCann General Manager, Property Essentials (Melbourne)
Les Cole General Manager, Bannergrade
Sandra Pert General Manager, Property Essentials (Perth)
Ros Janes Legal Counsel, TEYS Legal

Following completion of the Acquisition Agreement each of the above key personnel will continue,
in the same capacity, to manage the Teys Corporate Group.

3.2 Further Information for Shareholders - Teys Property Funds Limited (TPFL)

TPFL is a RE of numerous managed investment schemes that provide, inter alia, debt funding to
property development projects.  Investors in certain schemes operated by TPFL, for example the
provision of mezzanine debt funding, are less risk adverse on the basis that should the investment
be successful the corresponding returns will be greater.

One such fund, the Elway Bridging Fund, on winding-up, may return to investors less than their
capital investment.  The events surrounding the winding-up of this Fund are as follows:

1. In 2005, TPFL was appointed as RE to form a fund containing loans secured by residential, rural residential and commercial property known as the Elway Bridging Fund (Fund).

2. The Fund issued a product disclosure statement (PDS) in accordance with the Corporations Act 2001, identifying (inter alia) the Lending Manager (Paradigm Financial Services Pty Ltd and its managing director, Paul Lemme), and the Investor Manager (Elway Bridging Ltd and its managing director, Keith Rowntree). Paul Lemme and Keith Rowntree were directors and substantial shareholders of Elway Bridging Ltd and Paradigm Financial Services Pty Ltd.

3. The purpose of the Fund, according to the PDS, was to offer “ units in a trust that invests in first and second mortgages secured against property to provide short term bridging finance for business and investment purposes ”.

4. The PDS disclosed and detailed the Risk Factors associated with investment in the Fund specifically including:

a. Product Risk – elevated risk when investing in first and second mortgages and due to the often urgent nature of the loan, extensive borrower credit checks and histories are not undertaken. The Fund relies on the value of the secured property and loans do not exceed the loan-to-value ratio.

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  - `b. Performance Risk – for example, mistakes in loan assessments, instructing valuers inappropriately and/or relying on valuations which are not accurate.`

  - `c. Deal Flow Risk – whereby the Fund is reliant on  a constant stream of bridging finance loan applications from borrowers ensuring that as investment in first and second mortgages are redeemed the returns are reinvested in other loans.  A reduction in Deal Flow may result in the Fund ending and capital being returned to investors after investments mature and the Fund’s creditors are repaid in full.`

5. The PDS identified the Fund’s “target market” as borrowers for business or investment purposes who, due to the timeframes involved, have difficulty securing finance from traditional sources (i.e. banks). Borrowing from the Fund attracts a premium interest rate for short term funding.

6. The PDS identified the “security term” for each loan to be secured against property valued by a qualified valuer. A security in the form of a registered first or second mortgage or, alternatively, an unregistered mortgage and caveat would be taken against the loan. The prescribed loan-to-value ratios were 80% for residential property, 70% for rural residential property, and 65% commercial property.

7. The Fund, on the advice of both the Lending Manager and the Investor Manager, established two loans totalling $2.85m (Loans) secured against a parcel of land located in northern New South Wales (Security Property) independently valued by SB Group Pty Ltd (Valuer) at $6.8m (Valuation). The borrower was Jerusalem Valley Pty Ltd (Borrower). The principal and guarantor was Adrian Camilleri (Guarantor).

8. The Loan-to-Value ratio for the Loans was 42% based on the Valuation, substantially below the ratio of 70% for rural property as disclosed in the PDS.

9. The Borrower defaulted on the Loans and TPFL appointed receivers to realise the Security Property, which was subsequently sold for $650,000.

10. In December 2005, the TPFL board determined to wind-up the Fund due predominantly to there being insufficient demand by borrowers generally in bridging finance resulting in a lack of mortgage diversity sufficient for the security of investors.

11. In January 2006 TPFL appointed controllers to the Fund and in February 2006, TPFL

proportionately distributed 47.2% of invested capital.

12. TPFL subsequently brought recovery actions against the Borrower, the Guarantor, and the Valuer.

13. The Borrower was wound up and the Guarantor entered bankruptcy. TPFL lodged a proof of debt against the Guarantors’ estate in bankruptcy.

14. Default judgement was entered against the Valuer in favour of the Fund’s custodian. The insurers for the Valuer have denied liability.

15. In December 2007 certain investors in the Elway Bridging Fund commenced action in the NSW Supreme Court seeking damages against various defendants, including damages in the amount of $1,033,342.41 against TPFL. TPFL has instructed solicitors to appear and lodge a defence in response to this claim.

Another such fund (where TPFL is the RE), the TEYS Strata Lifestyle Property Syndicate formerly
known as the Broadwater Busselton Property Syndicate (Broadwater), is engaged in ongoing
litigation with the fund’s former RE.  The matter is currently before the Supreme Court of Western
Australia (Matter Number CIV1215/2007).  The relevant issues are as follows:

TPFL is the RE of a number of schemes formally managed by Westralia Property Management
Limited (Westralia), including Broadwater and the Broadwater Busselton Managed Investment
Scheme.  On 14 May 2007, Westralia applied to the Supreme Court of Western Australia (SCWA)
for summary judgement against TPFL in the amount of $602,257 for unpaid management fees and
expenses and sought a declaration on the payment of a termination fee.  TPFL has successfully
defended this summary judgement claim and has obtained costs against Westralia.  Westralia has

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notified TPFL that an adjusted claim may be lodged on the basis that Westralia acknowledges the
prior payment ($16,861) of some claimed expenses.

TPFL, in its sole capacity as RE, proposes to defend the Westralia claim and is preparing to lodge
a counter-claim.  TPFL will seek a declaration from the SCWA that the RE indemnity under the
constitution of the Broadwater scheme extends to all costs, expenses and liabilities arising from a
third-party dispute properly brought or defended for the benefit of the trust fund.

`3.3 Teys Current Financials and Forecast Information`

Attached to this Notice of Meeting and Explanatory Memorandum is an independent report
prepared by WHK Horwaths (Report) as to the fairness and reasonableness of the proposed
acquisition of TPL by GLO.  The Report includes details of the financial performance and position
of the Teys Corporate Group.

Shareholders are directed to the Report for details of the financial performance of TPL.

3.4 Summary of Acquisition Agreement

On 24 August 2007, GLO entered into the Acquisition Agreement with the Vendors, relating to the
acquisition of all of the shares in TPL.  On 26 March 2008, GLO and TPL agreed to terminate this
agreement and subsequently entered into a new Acquisition Agreement.

The acquisition of TPL by GLO is subject to the satisfaction of a number of Conditions Precedent
the salient conditions being:

Completion Date – the obligations under the Acquisition Agreement of both GLO and TPL must be complete on, or before, 1 July 2008.
Due diligence – GLO completing due diligence and being satisfied with the results of the investigation.
Prospectus – GLO lodging the Prospectus with the ASIC (the subject of Resolution 4) and raising five million dollars ($5,000,000);
Shareholder approvals – the receipt of the shareholder approvals:
(a) contemplated by the attached Notice, and
(b) any other Approvals.
ASX approval – the confirmation by the ASX that GLO has satisfied the requirements of the Listing Rules necessary to re-quote GLO’s securities;
Financial approval – the consents of various financial institutions to the transactions contemplated under the Acquisition Agreement relating to and affecting the relative facilities provided by the financial institutions including, but not limited to, provision of finance facilities, deeds of priority, the release of charges (both fixed and floating) and the repayment of any outstanding loans.

Each of the above conditions must be satisfied or waived by 1 July 2008.

The consideration for the purchase of the shares in TPL:

(a) the issue by GLO of forty-one million two hundred and fifty thousand (41,250,000) Shares (Consideration Shares);
(b) one hundred thousand dollars ($100,000) by way of a non-refundable cash deposit paid to the Company by the Purchaser on 24 August 2007; and

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(c) five hundred thousand dollars ($500,000) by way of a delayed payment contingent upon the audited accounts of TPL as at 30 June 2008 showing an earnings before interest tax, depreciation and amortisation (EBITDA) of $1,525,000.

The Consideration Shares are to be issued to the Vendors in accordance with their respective
proportionate shareholdings.

The Acquisition Agreement contains other provisions common for a transaction of this type
including warranties, liability limitations and indemnities.

`3.5 Summary of Due Diligence Enquiries`

The Acquisition Agreement (summarised in Section 3.4 above), is subject to and conditional upon
GLO conducting due diligence enquiries in relation to TPL and its underlying operations and GLO
being satisfied with those investigations prior to completion of GLO’s acquisition of TPL.

Set out below is a summary of GLO’s due diligence enquiries:

(a) Hopgood Ganim (HG) Lawyers were retained for the purposes of conducting due diligence on the Teys Corporate Group. HG has been requested to conduct searches to ascertain all relevant information concerning the Teys Corporate Group. In addition, they were requested to provide a detailed report as to the operation of the Teys Corporate Group. A preliminary report has been provided to GLO and it is likely that, prior to completion of the TPL Acquisition, further reports are to be provided on an on-going basis.
(b) WHK Horwath was retained for the purposes of undertaking an Investigating Accountant’s Report and Forecast Report for the purposes of the Prospectus (the subject of Resolution 4). Additionally, WHK Horwath has prepared an Independent Experts Report as to the fairness and reasonableness of the proposed transaction. A copy of this report is included within these shareholder materials.

`3.6 Summary of TPL Convertible Note Agreements`

As part of the acquisition of TPL, GLO and TPL have entered into two (2) convertible note
arrangements, the Acquisitions Note and the Working Capital Note.

`Acquisitions Note`

The Purchaser and the Company entered into a convertible note agreement on 24 August 2007
and was subsequently varied on 28 September 2007 and 20 December 2007 (Acquisitions Note)
pursuant to which GLO has agreed to lend TPL a total of $1,705,000 (Loan Funds).

The Convertible Note requires TPL to use the Loan Funds for the purposes of acquiring other body
corporate management operations and contains the following materials terms:

(a) The maximum amount to be drawn by TPL under this arrangement is equal to the Loan Funds;
(b) The Loan Funds must be repaid on the earlier of 30 June 2008 or a date which is within 30 days from GLO informing TPL of its intention not to proceed with the acquisition of TPL;
(c) Interest on the Loan Funds drawn is payable at a rate of 8.0% per annum calculated on a daily basis;
(d) TPL agrees to issue to GLO five hundred and forty-nine thousand one hundred and fourteen (549,114) convertible notes (Notes);

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(e) Each note shall secure repayment of $3.105 of the amount drawn under the Loan Funds and is convertible at the option of GLO on a one (1) Note for one (1) TPL share basis.

As at the date of this notice, TPL has drawn an amount equal to $1,480,000 out of a total of
$1,705,000 of the Loan Funds and has completed two (2) acquisitions of body corporate
management businesses and the balance ($225,000) will be drawn to partially fund a third
acquisition in progress.

`Working Capital Note`

The Purchaser and the Company entered into a convertible note agreement on 26 March 2008
(Working Capital Note) pursuant to which GLO has agreed to lend TPL a total of $400,000
(Facility Funds).

The Convertible Note requires TPL to use the Working Capital Funds for the purposes of the day to
day operations of the Company whilst the acquisition of TPL by GLO proceeds.  The Working
Capital Note contains the following material terms:

(a) The maximum amount to be drawn by TPL under this arrangement is equal to the Facility Funds;
(b) The Facility Funds must be repaid on 15 June 2009 in the event the acquisition of TPL does not proceed;
(c) Interest on the Facility Funds drawn is payable at a rate of 8.0% per annum calculated on a daily basis;
(d) TPL agrees to issue to GLO one hundred and twenty-three thousand and seventyseven (123,077) convertible notes (Notes);
(e) Each note shall secure repayment of $3.25 of the amount drawn under the Facility Funds and is convertible at the option of GLO on a one (1) Note for one (1) TPL share basis.

Both convertible note agreements contain positive and negative covenants imposed on TPL that
whilst the Notes remain outstanding that it shall carry on business in the normal manner, not issue
any further securities in TPL, not pay any dividends and otherwise keep GLO fully informed of the
activities undertaken by TPL and the TPL Corporate Group.

`3.7 Regulatory Requirements`

`RESOLUTION 2 – CHANGE IN ACTIVITIES`

Listing Rule 11.1.2

Listing Rule 11.1 provides that if a company proposes to make a significant change to the nature of
its activities, it must provide details to the ASX, including the effect of the change on future
potential earnings. Under Listing Rule 11.1.2, the ASX may require GLO to obtain approval of its
shareholders. As GLO is proposing to make a significant change to the nature of its activities as a
result of the purchase of TPL pursuant to the Acquisition Agreement, GLO is seeking shareholder
approval in accordance with Listing Rule 11.1.2.  Under Listing Rule 11.1.3 the entity may be
required by the ASX to comply with Chapters 1 and 2 of the Listing Rules as if GLO were applying
for admission to the official list.

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RESOLUTION 3 – ISSUE OF SHARES AND OPTIONS UNDER ACQUISITION AGREEMENT

Listing Rule 7.1

�� �� �� The effect of the shareholders approving the issue of these additional Shares will be that the issue will not be counted as part of the 15%-Rule, and GLO will therefore retain a greater proportion of the 15%Rule for any subsequent requirements that may arise.

In accordance with Listing Rule 7.3, GLO advises as follows:

The maximum number of Shares to be issued to the Non Related Party Vendors is twelve million three hundred and seventy-five thousand (12,375,000) Shares in the following proportions:

`Non-Related Party Vendors`	`Shares`
`Capital Administration and Services Pty Ltd`	`4,125,000`
`Theodorus Eduard Ruygrok`	`2,062,500`
`Resort Brokers Pty Ltd`	`3,093,750`
`Ian Ross Crooks`	`3,093,750`

The Consideration Shares to be issued to the Non Related Party Vendors will be in accordance their respective proportionate shareholdings.
The Consideration Shares are intended to be allotted and issued on completion of the Acquisition Agreement, but in any event securities issued to the non-related party Vendors will be issued in accordance with Listing Rule 7.1, i.e., within three (3) months of the date of the Meeting.

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The Consideration Shares will be issued for nil cash consideration as the Shares are to be issued as part consideration for the acquisition of TPL.
The Consideration Shares will rank equally with the Shares on issue.
No funds will be raised by the issue of the Consideration Shares as they will be issued as part consideration under the Acquisition Agreement.

In accordance with Listing Rule 10.13, GLO advises as follows:

The maximum number of Shares to be issued to the Related Party Vendors is twenty-eight million eight hundred and seventy-five thousand dollars (28,875,000) in the following proportions:

`Related Party Vendors`	`Shares`
`Michelle Anne Teys`	`12,375,000`
`Michael John Teys`	`12,375,000`
`Peter Hastings Warne`	`4,125,000`

The Consideration Shares to be issued to the Related Party Vendors will be in accordance their respective proportionate shareholdings.
The Consideration Shares are intended to be allotted and issued on completion of the Acquisition Agreement, but in any event securities issued to the related party Vendors will be issued in accordance with Listing Rule 10.11, i.e., within (1) month of the date of the Meeting.
The Consideration Shares will be issued for nil cash consideration as the Shares are to be issued as part consideration for the acquisition of TPL.
The Consideration Shares will rank equally with the Shares on issue.
No funds will be raised by the issue of the Consideration Shares as they will be issued as part consideration under the Acquisition Agreement.

Section 611 of the Corporations Act

Section 606 of the Corporations Act prohibits a person from acquiring a relevant interest in a
company if the acquisition would result in that person’s voting power (as defined in the
Corporations Act) in GLO (relevantly) from 20% or below to more than 20%.

However, there are certain specified exceptions to the general prohibition contained in section 606
of the Corporations Act. In particular, item 7 of section 611 of the Corporations Act exempts an
acquisition agreed to by a Resolution passed at a general meeting on which no votes were cast in
favour of the Resolution by the person proposing to make the acquisition or their associates.

If shareholders pass Resolutions 2 and 3, this will have the effect of GLO changing its activities
within the meaning of ASX Listing Rule 11.1; and the Vendors gaining a relevant interest in GLO in
excess of 20%.

In the event that Resolution 3 is passed (relating to the issue of Consideration Securities), the
Vendors maximum voting power pursuant to their respective holding in GLO will be 65.19%.

Further details of the capital structure of GLO are set out in Section 9.

In order for the Vendors to be entitled to acquire a relevant interest above 20%, the proposal must
be approved by a Resolution passed at a general meeting of GLO. Accordingly GLO is putting
Resolution 3 to shareholders for consideration. It is also a requirement of section 611 of the
Corporations Act that shareholders be provided with an Independent Experts Report, one of the

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purposes of which is to consider whether the issue of the Consideration Shares to the Vendors is
fair and reasonable to the non-associated shareholders of GLO. This Explanatory Memorandum,
along with the Independent Expert’s Report which is enclosed with the Notice of Meeting, proposes
to provide sufficient detail for shareholders to appropriately consider Resolution 3.

Shareholders are urged to read and consider the Independent Expert’s Report prior to making a
decision as to how to vote on Resolution 3.  This report concludes that the issue of the
Consideration Shares and the Options to the Vendors is fair and reasonable to the non associated
shareholders of GLO.

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a
related party of a public company unless the benefit falls within one of various exceptions to the
general prohibition.  One of the exceptions includes where the company first obtains the approval
of its shareholders in general meeting in circumstances where the requirements of Chapter 2E in
relation to the convening of that meeting have been met.

A “related party” for the purposes of the Corporations Act is defined widely and includes a
proposed director of a public company and any entity that controls (or will control) a public
company.

A “financial benefit” for the purposes of the Corporations Act has a very wide meaning.  It includes
the public company paying money or issuing securities to the related party.  In determining whether
or not a financial benefit is being given, it is necessary to look to the economic and commercial
substance and effect of what the public company is doing (rather than just the legal form).  Any
consideration which is given for the financial benefit is to be disregarded, even if it is full or
adequate.

This proposed Resolution, if passed, will confer financial benefits to:

(a) the Related Party Vendors – as the holders of the relevant securities;
(b) Mr Michael Teys – a director of GLO and director of TPL;
(c) Mrs Michelle Teys – the spouse of Mr Michael Teys a director of GLO & TPL; and
(d) Mr Peter Warne – a director of GLO and a director of TPL.

Further Information for Shareholders

GLO seeks to obtain shareholder approval in accordance with the requirements of Section 611 and
Chapter 2E of the Corporations Act and for this reason and for all other purposes the following
information is provided to shareholders.

(a) Directors’ recommendation

Mr Dean Gallegos, the only independent Director of GLO, recommends that shareholders
vote in favour of Resolution 3.  The proposed acquisition of TPL, in the view of the
independent Director, represents the best opportunity for GLO to expand its business
activities and to enhance shareholder value.  Moreover, the independent Director considers
that there are significant opportunities for growth within TPL and its business interests.

`(b) Future Intentions`

The previous principal activity of GLO has consisted of online gaming.  Following
completion of the Acquisition Agreement GLO’s sole activity will be the management of
body corporate services and management of funds invested in the property sector, as

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detailed in this Explanatory Memorandum.  The Vendor’s do not propose any changes to
the current financial or dividend policies of GLO.

`(c) Related Party Transactions:`

The related parties to whom Resolution 3 would permit the financial benefit to be given are
Mr Michael Teys, Mrs Michelle Teys, and Mr Peter Warne.

(d) The nature of the financial benefit

The issue of twenty-eight million eight hundred and seventy-five thousand dollars
(28,875,000) Consideration Shares to the Related Party Vendors in the proportion set forth
in paragraph (e) below.

(e) Recipients’ interest and other remuneration

Related Party Vendors

The Consideration Shares held by the Related Party Vendors will be as follows:

`Related Party Vendors`	`Shares`
`Michelle Anne Teys`	`12,375,000`
`Michael John Teys`	`12,375,000`
`Peter Hastings Warne`	`4,125,000`

Mrs Michelle Teys

Mrs Teys has a material personal interest in the outcome of Resolution 3, as it is proposed
that the Consideration Securities shall be issued to the Vendors.

Excluding the Consideration Shares, Mrs Teys (and associated entities) does not hold any
Shares, Options or other securities in GLO.

Mr Michael Teys

Mr Teys has a material personal interest in the outcome of Resolution 3, as it is proposed
that the Consideration Securities shall be issued to the Vendors.

Excluding the Consideration Shares, Mr Teys (and associated entities) does not hold any
Shares, Options or other securities in GLO.

Other than the Consideration Shares to be issued to the Vendors pursuant to Resolution 3,
Mr Teys shall receive remuneration of $450,000 per annum from GLO for services as the
Chief Executive Officer of GLO to commence on completion of the Acquisition Agreement.
Mr Teys will be entitled to receive 25% of the Teys Bonus Pool.  The key performance
indicators and bonus pool size for the financial year to 30 June 2009 are summarised as
follows:

`GLOBAL APPROACH LIMITED -`	`GLOBAL APPROACH LIMITED -`	`BONUS POOL`	`BONUS POOL`
`2008-2009`	`2008-2009`	`%`	`Michael Teys`
`EBITDA`	`Bonus Pool @`	`EBITDA`	`25% of Pool`
`$Nil - $4,490,000`	`Nil`		`Nil`
`$4,500,000 - $5,490,000`	`$900,000 - $1,098,000`	`20.00%`	`$225,000 - $274,500`
`$5.490,000- $7,500,000`	`$1,372,000- $1,875,000`	`25.00%`	`$343,000- $468,750`

*  Prior to bonus being paid.

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The Teys Bonus Pool will not operate in the 2007/08 financial year ending on 30 June
2008.  The Teys Bonus Pool to operate beyond 30 June 2008 will be determined by the
board at that time.

Subject to the passing of Resolutions 6 and 9, Mr Teys will also be entitled to receive four
million four hundred and thirteen thousand eight hundred and sixty (4,413,860) DESOP
Options.

Mr Peter Warne

Mr Warne has a material personal interest in the outcome of Resolution 3, as it is proposed
that the Consideration Securities shall be issued to the Vendors.

Excluding the Consideration Shares, Mr Warne (and associated entities) does not hold any
Shares, Options or other securities in GLO.

Other than the Consideration Shares to be issued to the Vendors pursuant to Resolution 3,
Mr Warne shall receive remuneration of $78,000 per annum from GLO for services as a
Director of GLO to commence on completion of the Acquisition Agreement.

Subject to the passing of Resolutions 6 and 8, Mr Warne will also be entitled to receive one
million four hundred and sixty-five thousand four hundred and one (1,465,401) DESOP
Options.

Non Related Party Vendors

The Shares (Consideration Securities) to be issued to the Non Related Party Vendors will
be as follows:

`Non-Related Party Vendors`	`Shares`
`Capital Administration and Services Pty Ltd`	`4,125,000`
`Theodorus Eduard Ruygrok`	`2,062,500`
`Resort Brokers Pty Ltd`	`3,093,750`
`Ian Ross Crooks`	`3,093,750`

Mr Theo Ruygrok

Other than the Consideration Shares to be issued to the Vendors pursuant to Resolution 3,
Mr Ruygrok shall receive remuneration of $237,500 per annum from GLO for services as
Chief Executive Officer of GLO to commence on completion of the Acquisition Agreement.
Mr Ruygrok will be entitled to receive 25% of the Teys Bonus Pool.  The key performance
indicators and bonus pool size for the financial year to 30 June 2009, is summarised as
follows:

`GLOBAL APPROACH LIMITED -`	`GLOBAL APPROACH LIMITED -`	`BONUS POOL`	`BONUS POOL`
`2008-2009`	`2008-2009`	`%`	`Theo Ruygrok`
`EBITDA*`	`Bonus Pool @`	`EBITDA`	`25% of Pool`
`$Nil - $4,490,000`	`Nil`		`Nil`
`$4,500,000 - $5,490,000`	`$900,000 - $1,098,000`	`20.00%`	`$225,000 - $274,500`
`$5.490,000- $7,500,000`	`$1,372,000- $1,875,000`	`25.00%`	`$343,000- $468,750`

*  Prior to bonus being paid.

It is proposed that Mr Ruygrok will also be entitled to receive one million four hundred and
sixty-five thousand four hundred and one (1,465,401) Options issued under the DESOP,
the terms of which are summarised in Resolution 6 and Annexure A.

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`(f) Valuation`

The Shares to be issued to the Vendors pursuant to Resolution 3 are in a class of
securities that is quoted on ASX.  Accordingly, based on midpoint-valuation by the
Independent Expert (see attached IER) of $0.0185 for each Share, on a pre-
consolidation basis, the number of Shares to be issued pursuant to this Resolution 3
(being 330,000,000) resulting in an aggregate value of all Shares to be issued to the
Vendors pursuant to Resolution 3 as $6,105,000.

(g) Any other information that is reasonably required by shareholders to make a decision and that is known to GLO or any of its directors.

There is no other information known to GLO or any of its directors save and except as
follows:

Opportunity Costs

The opportunity costs and benefits foregone by GLO issuing the Consideration Securities to
the Vendors’ is the potentially dilutionary impact on the issued share capital of GLO.  To the
extent that upon their exercise the dilutionary impact caused by the issue of Shares will be
detrimental to GLO, this is more than offset by the corresponding acquisition of TPL.

Taxation Consequences

No stamp duty will be payable in respect of the grant of the Consideration Shares.  No GST
will be payable by GLO in respect of the grant of the Consideration Shares (or if it is then it
will be recoverable as an input credit).

AASB 2 “Share Based Payments” requires that these payments shall be measured at the
more readily determinable fair value of the equity instrument.  Under the accounting
standards this amount will be expensed in the statement of financial performance.  Where
the grant date and the vesting date are different the total expenditure calculated will be
allocated between the two dates taking into account the terms and conditions attached to the
instruments and the counterparties as well as management’s assumptions about probabilities
of payments and compliance with and attainment of the set out terms and conditions.

Dilutionary Effect

The effect that the issue of the Shares to the Vendors will have on the issued capital of GLO
on a post-consolidation basis as follows:

	`GLO CONSIDERATION SHARES– DILUTIONARY EFFECT`	`GLO CONSIDERATION SHARES– DILUTIONARY EFFECT`	`GLO CONSIDERATION SHARES– DILUTIONARY EFFECT`
`Shareholder`	`Current`	`% of Total`	`Shareholding upon issue of`	`% of Total`
	`Shareholding`	`Share Capital`	`Shares under Resolution 3`	`Share Capital`
`Current`	`22,027,194`	`100%`	`22,027,194`	`34.81%`
`Vendors`	`-`	`0%`	`41,250,000`	`65.19%`
`TOTAL`	`22,027,194`	`100%`	`63,277,194`	`100%`

Save as set out in this Explanatory Memorandum, the Directors are not aware of any other
information that will be reasonably required by shareholders to make a decision in relation
to benefits contemplated by Resolution.

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`4. RESOLUTION 4 – ISSUES OF FULLY PAID SHARES UNDER PROSPECTUS`

4.1 Introduction

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`Description`	`$’000`
`Cost of issue` `Commissions payable on raising` `Working capital`	`250` `350` `4,500`
`TOTAL:`	`$5,000`

GLO is required to issue and raise funds under the Prospectus for the purposes of satisfying
Chapter 1 of the Listing Rules, and in particular, to demonstrate that the issue price of the shares is
not less than $0.20 and that GLO has a sufficient spread of shareholders to satisfy the re-quotation
requirements of ASX.

`4.2 Regulatory Requirements`

Listing Rule 7.1

The proposed issue of Shares pursuant to the Prospectus may require shareholder approval under
the 15%-Rule in Listing Rule 7.1.

Resolution 4, if passed, will approve the issue of up to 25,000,000 Shares.

The effect of the shareholders approving the issue of these additional securities will be that the
issue will not be counted as part of the 15%-Rule, and GLO will therefore retain a greater
proportion of the 15%-Rule for any subsequent requirements that may arise.

In accordance with ASX Listing Rule 7.3, GLO advises as follows:

The maximum number of Shares to be issued will be 25,000,000 Shares.
�� will be issued and allotted not later than three (3) months from the date of the Meeting. The Prospectus provides that the Shares shall be issued subject to and upon completion of the TPL Acquisition.
The issue price of the Shares will be $0.20.
The Shares will be issued to those successful applicants making application for Shares under the Prospectus.
The Shares will rank equally with the Shares on issue.
The funds raised by the issue of the Shares pursuant to the Prospectus will be used to:
pay the expenses associated with the issue under the Prospectus;
provide GLO with working capital; and
meet the minimum liquidity requirements of the Listing Rules.

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5. RESOLUTION 5 - APPROVAL OF CONSOLIDATION OF SHARE CAPITAL

5.1 Regulatory Requirements

Listing Rule 1.1

GLO is required to meet the requirements of Chapter 1 of the Listing Rules, and in particular, to
demonstrate that the issue and trading price of the Shares and Options is not less than $0.20 (20-
cent Rule).

GLO’s shares are currently trading on ASX at or around $0.021.

Accordingly, in order to comply with the 20-cent Rule it is necessary for the share capital of GLO to
be consolidated on a 8:1 basis.

In accordance with ASX Listing Rule 1.1, GLO advises as follows:

the number of Shares currently issued is 176,217,546;
the number of Consideration Shares is 330,000,000;
the Prospectus provides that the Shares shall be consolidated subject to and upon completion of the TPL Acquisition;
the Shares will be consolidated on a 8:1 basis;
the number of Shares after the proposed issue of the Consideration Shares and the proposed consolidation will be 63,277,194 (i.e., �� plus 330,000,000 divided by 8).

Section 254(H) of the Corporations Act

Section 254(H) of the Corporations Act allows a company to convert all or any of its shares into a
smaller number of shares by way of resolution of the members.

Further details of the capital structure of GLO are set out in Section 9.

`5.2 Fractional Entitlements`

With respect to fractional entitlements, where a Shareholding is not a multiple of eight (8), which
would result in a fraction of a Share following the proposed share consolidation, it is proposed that
those Shareholders shall be issued, for no consideration, the additional fraction of the Shares
necessary to increase the holding to the next whole number after the share consolidation.

`5.3 Effect on Shareholdings`

As at the date of the Meeting, there are 176,217,546 Shares on issue.

Subject to member approval of this Resolution 6 (Approval of Consolidation of Share Capital) the
number of Shares on issue in the Company shall be divided by a factor of eight (8) resulting in the
total Shares on issue being  22,027,194.  Under the terms of the Acquisition Agreement, the
Consideration Shares to be issued to the Vendors (i.e., 330,000,000 Shares) is also to be
consolidated by a factor of 8 resulting in those Vendors receiving 41,250,000 Consideration
Shares.

Following the issue and consolidation of Shares under the Acquisition Agreement to the Vendors,
the total number of Shares in the Company shall be 63,277,194 Shares.  Please refer to Section 9
Additional Information for further information.

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6. RESOLUTION 6 - APPROVAL OF DIRECTORS’ AND EXECUTIVE OFFICERS' SHARE OPTION PLAN

`6.1 Introduction`

Pursuant to Resolution 6, the Company is seeking shareholder approval to potential future issues
of securities under the Company’s Directors’ and Executive Officers' Share Option Plan (the
DESOP) as an exception to Listing Rule 7.1.

`6.2 Background`

The GLO board adopted the DESOP on 20 December 2007, as a means of rewarding and
incentivising its key employees.  The independent Director, Mr Gallegos, is the subject of
Resolution 7 and therefore proposes that the DESOP be considered and, if thought fit, approved
by the shareholders.

On approval of Resolution 6, the Plan replaces the existing Employee Share Option Plan.  A
summary of the terms of the DESOP are set out in Annexure A to this Explanatory Memorandum.

`6.3 Listing Rules`

Under Listing Rule 7.1, a listed company is generally prevented from issuing more “securities”
(including shares or options) than would equate to (when all other issues of securities are
aggregated) 15% of its share capital in any 12 month period, without first obtaining shareholder
approval (15%-Rule).  As a result, any issue of Shares by the Company to eligible employees
under the DESOP would contravene the 15%-Rule under Listing Rule 7.1.

Listing Rule 7.2 exception 9 however, allows the Company to issue “securities” without specific
shareholder approval and without breaching the 15%-Rule, where shareholders of the Company
have approved the issue of securities under the DESOP as an exception to Listing Rule 7.1, within
three (3) years prior to the issue of the securities.  Resolution 7 is being put to shareholders for this
purpose and will allow the Company to utilise exception 9 to Listing Rule 7.2 for three (3) years
from the date of the Resolution being passed.

`6.4 Information for shareholders`

In accordance with Listing Rule 7.2 exception 9, the Company advises as follows:

a summary of the terms of the DESOP are set out in Annexure A;
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7. RESOLUTIONS 7, 8 AND 9 – ISSUE OF DESOP OPTIONS TO DIRECTORS UNDER DIRECTORS AND EXECUTIVES SHARE OPTION PLAN

7.1 Background

The purpose of Resolutions 7, 8 and 9 is to recognise and incentivise the efforts of the Directors,
Mr Dean Gallegos, Mr Peter Warne and Mr Michael Teys.  It is the intention of the board to
remunerate Directors with a combination of fixed fees and participation in the Company DESOP.

Mr Gallegos was appointed as a director on 23 August 2007, Mr Warne on 26 October 2007 and
Mr Teys on 26 October 2007.  On completion of the Acquisition Agreement the board has agreed
to pay Mr Gallegos a Non Executives Director’s fee of $66,000 per annum (including membership
of the Audit and Risk Committee) and a consultancy fee of $54,000 per annum.  Apart from an
expense allowance of $500 per month, no other emolument is received by Mr Gallegos from the
Company.

On Completion of the Acquisition Agreement the board has agreed to pay Mr Warne a Non-
Executives Director’s fee of $78,000 per annum (including membership of the Audit and Risk
Committee).  The board has agreed to pay Mr Warne additional consultancy fees if his services are
required on future projects that the Company may undertake and that require his specialist
knowledge.

The options proposed to be issued under Resolutions 7, 8 and 9 will be issued upon the terms of
the DESOP.  The issue is in accordance with the incentives established under the DESOP to
attract and retain the services of high calibre executives and consultants who can be instrumental
in the growth of the Company and enhance the value of the Company for all Shareholders.

Terms of the DESOP Options to be issued under Resolutions 7, 8 and 9 are set out below:

Terms of Options

The terms of the Options to be issued are as follows:

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25% of the DESOP Options will vest when the Company’s share price on ASX is equal to or exceeds a price which is 25% above the issue price of Shares under the Prospectus Capital Raising for 5 consecutive trading days
a further 25% of the DESOP Options will vest when the Company’s share price on ASX is equal to or exceeds a price which is 50% above the issue price of Shares under the Prospectus Capital Raising for 5 consecutive trading days
a further 25% of the DESOP Options will vest when the Company’s share price on ASX is equal to or exceeds a price which is 75% above the issue price of Shares under the Prospectus Capital Raising for 5 consecutive trading days
a further 25% of the DESOP Options will vest when the Company’s share price on ASX is equal to or exceeds a price which is 100% above the issue price of Shares under the Prospectus Capital Raising for 5 consecutive trading days

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three (3) months after the Eligible Executive ceases employment with the Company. Entitlement to DESOP Options which have not vested on the day after resignation lapses on that date,
immediately on the Eligible Executive ceasing employment with the Company due to fraud or dishonesty; or
1 March 2011;
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the number of Options, the Exercise Price of the Options, or both will be reconstructed (as appropriate) in a manner consistent with the Listing Rules as applicable at the time of reconstruction, but with the intention that such reconstruction will not result in any benefits being conferred on the holders of the Options which are not conferred on shareholders, and
subject to the provisions with respect to rounding of entitlements as sanctioned by a meeting of shareholders approving a reconstruction of capital, in all other respects the terms for the exercise of the Options will remain unchanged;

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`Where:`

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Resolution 7 seeks approval of Shareholders to the adoption of the Company’s DESOP and the
issue of securities under it, as an exception to Listing Rule 7.1 (Exception 9 of Listing Rule 7.2).
Resolutions 7, 8 and 9 are conditional upon the passing of Resolution 6.

Additional to the DESOP Options to be issued to Directors, on completion of the Acquisition
Agreement it is the intention of the board to invite senior Teys executives to participate in the
Company’s DESOP and issue up to the permitted limit under the DESOP.

`7.2 Listing Rule 10.14`

Listing Rule 10.14 provides that a listed company may not permit a director to acquire securities
under an employee incentive scheme without shareholder approval.

For the purpose of obtaining that approval, and in accordance with the requirements of Listing Rule
10.15, the Company is required to provide the following information:

(a) The maximum number of DESOP Options that may be acquired by all persons for whom approval is required is as follows:
(i) Resolution 7 – one million four hundred and sixty-five thousand four hundred and one (1,465,401) DESOP Options to be issued to Mr Dean Gallegos;
(ii) Resolution 8 – one million four hundred and sixty-five thousand four hundred and one (1,465,401) DESOP Options to be issued to Mr Peter Warne;

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(iii) Resolution 9 – four million four hundred and thirteen thousand eight hundred and sixty (4,413,860) DESOP Options to be issued to Mr Michael Teys;
(b) The DESOP Options will be issued free of charge on the terms of the DESOP, exercisable at $0.20 (post consolidation). The Company does not intend to apply to ASX for official quotation of those options.
(c) To date, no DESOP Options have been granted to executives of the Company under the DESOP.
(d) All of the Company's Directors (being Mr Gallegos, Mr Warne and Mr Teys) are entitled to participate in the DESOP, however, save for the DESOP Options to be issued under Resolutions 7, 8, and 9, none of those persons has yet been granted DESOP Options.
(e) There is no loan in relation to the acquisition of any of the DESOP Options referred to in Resolutions 7, 8, and 9.
(f) The DESOP Options referred to in Resolutions 7, 8, and 9 will be issued as soon as possible after the Meeting, and in any event, by not later than 3 months after the date shareholder approval is obtained.

`7.3 Chapter 2E of the Corporations Act`

Subject to certain exceptions (none of which are relevant here), section 208 of Chapter 2E of the
Corporations Act prohibits the Company from giving a financial benefit to a related party of the
Company without prior shareholder approval.  The proposed issue of DESOP Options to each of
Mr Dean Gallegos, Mr Peter Warne and Mr Michael Teys who are directors of the Company
constitutes a "financial benefit" to a related party for this purpose and shareholder approval is
required.

For the purpose of obtaining shareholder approval, and in accordance with the requirements of
Chapter 2E of the Corporations Act, and in particular section 219, the following information is
provided to Shareholders to allow them to assess the proposed issue of DESOP Options to the
Directors:

(a) The related parties of the Company to whom a financial benefit may be given under Resolutions 7, 8, and 9 are Mr Dean Gallegos, Mr Peter Warne and Mr Michael Teys (Recipients) respectively, each of whom is a director. Each of the directors is a related party of the Company by virtue of section 228(2)(a) of the Corporations Act.

The current interests of each Recipient (Shares and Options) in the Company as at
the date of this Notice are as follows:

(i) Mr Gallegos – 7,500,000 Shares (937,500 Shares post consolidation),
(ii) Mr Warne – Nil,
(iii) Mr Teys – Nil.
(b) The nature of the financial benefit to be given to each of the Recipients is the issue of DESOP Options referred to in Resolutions 7, 8, and 9.
(c) Mr Gallegos does not wish to make a recommendation to Shareholders about Resolution 7 in view of his personal interest in the outcome of that resolution. Each of the other directors recommends that Shareholders vote in favour of Resolution 7 for the reasons given in Section 7.1 above.

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Mr Warne does not wish to make a recommendation to Shareholders about
Resolution 8 in view of his personal interest in the outcome of that resolution.  Each of
the other directors recommends that Shareholders vote in favour of Resolution 8 for
the reasons given in Section 7.1 above.

Mr Teys does not wish to make a recommendation to Shareholders about Resolution
9 in view of his personal interest in the outcome of that resolution.  Each of the other
directors recommends that Shareholders vote in favour of Resolution 9 for the
reasons given in Section 7.1 above.

(d) Apart from Mr Gallegos, none of the directors has a personal interest in the outcome of Resolution 7. Apart from Mr Warne, none of the directors has a personal interest in the outcome of Resolution 8. Apart from Mr Teys, none of the directors has a personal interest in the outcome of Resolution 9.
(e) Based on the Trinomial Barrier Option valuation method, the Company estimates that the DESOP Options have an average value of approximately $0.067 per option on the assumption they will be issued on or about the 1 March 2008.

Additionally, the following assumptions have been used in arriving at this value:

Current Share price$0.20 (post consolidation)
Exercise price$0.20 (post consolidation)
Risk free rate of return7.41% per annum
Unexpired term of options36 months
Volatility of Share price40.0%

(f) The highest and lowest recorded sale price of Shares on ASX in the 12 months prior to the date of this Notice has been as follows:

`Shares`
`Highest`	`$0.065 on 2 July 2007`
`Lowest`	`$0.020 on 14 March 2008`
`Last recorded`	`$0.025 on 14 April 2008`

The options granted pursuant to the DESOP will not be listed on ASX.  If all DESOP
Options to be issued pursuant to Resolutions 7, 8, and 9 were exercised, existing
Shareholders’ interests in the Company would be diluted by approximately 7.7% in
total; assuming 41,250,000 Shares are issued to the TPL Vendors (the subject of
Resolution 3), 25,000,000 Shares are issued under the Prospectus (the subject of
Resolution 4) and that no other Shares are issued prior to the exercise of those
options.

(g) Based on the value of the DESOP Options referred to in paragraph (e) above, the amount of the financial benefit to be given if all of the DESOP Options vest:
Mr Gallegos - approximately $98,182 (under Resolution 7);
Mr Warne - approximately $98,182 (under Resolution 8),
Mr Teys - approximately $295,729 (under Resolution 9).

However, as at the date of issue of the DESOP Options (and any Shares issued on
exercise of those options), the trading price of Shares on ASX may have increased or
decreased thus varying the amount of the financial benefit.

(h) There is no other information known to the directors or the Company that is reasonably required by Shareholders in order to decide whether or not it is in the Company's interests to pass Resolutions 7, 8 or 9.

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`8. RESOLUTION 10 - CHANGE OF COMPANY NAME`

The Acquisition Agreement requires, as a condition of completion that the acquisition by the Company of TPL that the Company change its name. Accordingly, shareholders will be asked to approve a change of the Company's name to " Teys Limited ". It is intended that this name will be more reflective of the core business activities that the Company will be conducting after TPL has been acquired.

In the event this resolution is not passed, the transaction contemplated under the Acquisition
Agreement (summarised in Item 3.3) may only proceed if the Vendors and the Company each
waive their rights under the Acquisition Agreement.

`9. ADDITIONAL INFORMATION`

9.1 Share Price

The following is a summary of the Company’s share price over the 3 month period before the
announcement of the Company acquiring a 100% interest in TPL on 13 July 2007:

`Event`	`Date`	`Share Price`
`High`	`2 July 2007`	`$0.065`
`Low`	`18 May 2007`	`$0.030`
`Last`	`10 July 2007`	`$0.050`

The following is a summary of the Company’s share price over the 3 month period prior to the date
of this Notice:

`Event`	`Date`	`Share Price`
`High`	`11 January 2008`	`$0.040`
`Low`	`14 March 2008`	`$0.020`
`Last`	`14 April 2008`	`$0.025`

9.2 Capital Structure

On issue of Shares under the Acquisition Agreement under Resolution 3 and the issue of Shares
under the Prospectus under Resolution 4, on a post-consolidated basis the Company’s will have
the following Share’s on issue:

`Entity`	`Quantity`	`%`
`Existing Shareholders`	`22,027,194`	`24.95%`
`Teys Vendors`	`41,250,000`	`46.73%`
`Applicants under the Prospectus`	`25,000,000`	`28.32%`
`TOTAL`	`88,277,194`	`100.00%`

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Options

On issue of DESOP Options to Director’s under Resolution 7, 8, 9 and the issue of DESOP
Options to senior Teys executives as described in section 7.1, the Company will have the following
options on issue on a post consolidated basis:

`Entity` `Quantity`	`Exercise Price` `Expiry`
`DESOP Options *` `10,275,462`	`$0.20` `1 March 2011`
`TOTAL` `10,275,462`

* The DESOP Options have share price hurdles to be attained before
vesting and are described in section 7.1.  This is the amount of Options
agreed to as at the date of this Notice of Meeting.

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Balance Sheet

To demonstrate the effect that each of the Resolutions set forth in the Notice of Meeting, set out
below is a pro forma balance sheet of the Company as at 31 March 2008.

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`CURRENT ASSETS` `Cash and cash equivalents` `Trade and other receivables` `Financial assets` `Other current assets` `Total Current Assets` `NON-CURRENT ASSETS` `Investments accounted for using equity` `method` `Property, plant and equipment` `Intangible assets` `Deferred tax assets` `Other non-current assets` `Total Non-Current Assets` `TOTAL ASSETS` `CURRENT LIABILITIES` `Trade and other payables` `Financial liabilities` `Current tax liabilities` `Provisions` `Total Current Liabilities` `NON-CURRENT LIABILITIES` `Financial liabilities` `Deferred tax liabilities` `Provisions` `Total Non-Current Liabilities` `TOTAL LIABILITIES` `NET ASSETS / LIABILITIES` `EQUITY` `Issued capital` `Reserves` `Accumulated losses` `Minority interests` `TOTAL EQUITY`	`31 December 2007` `GLO` `consolidated` `unaudited` `$'000` `5,977` `54` `1,480` `-` `7,511` `-` `-` `-` `-` `338` `338` `7,849` `133` `5,000` `-` `-` `5,133` `-` `-` `-` `-` `5,133` `2,716` `15,008` `60` `(12,352)` `-` `2,716`	`31 December 2007` `TPL` `consolidated` `unaudited` `$'000` `365` `1,110` `-` `701` `2,176` `234` `539` `5,047` `787` `-` `6,607` `8,783` `2,098` `3,054` `33` `124` `5,309` `4,609` `6` `37` `4,652` `9,961` `(1,178)` `900` `-` `(1,953)` `(125)` `(1,178)`	`31 December 2007` `Pro Forma` `consolidated` `unaudited` `$'000` `5,942` `1,164` `-` `200`
			`7,306`
			`234` `539` `6,127` `611` `-`
			`7,511`

			`14,817`
			`2,605` `1,574` `33` `124`
			`4,336`
			`4,609` `-` `37`
			`4,646`

			`8,982`

			`5,835`
			`8,831` `-` `(2,996)` `-`
			`5,835`

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Notes to the Pro-forma Consolidated Balance Sheet

`1. Introduction`

The Pro-forma Consolidated Balance Sheet in this notice has been prepared by, and is the responsibility of
the Directors. The Pro-forma Consolidated Balance Sheet has not been subject to audit or review.

The Pro-forma Consolidated Balance Sheet is presented as at 31 December 2007, and comprises:

The Historical Consolidated Balance Sheet of Global Approach Limited (“GLO”) as at 31 December 2007;
The Historical Consolidated Balance Sheet of Teys Proprietary Limited (“TPL”) as at 31 December 2007; and
Pro-forma transactions and underlying assumptions to effect the acquisition of TPL by GLO and other related transactions, as if they had occurred at 31 December 2007, as detailed in section 3.

For comparative purposes, the Pro-forma Consolidated Balance Sheet is presented together with the
Historical Consolidated Balance Sheets of GLO and TPL as at 31 December 2007.

The Historical Consolidated Balance Sheets have been extracted from GLO’s and TPL’s reviewed financial
statements as at 31 December 2007 and exhibit the financial positions of the entities before the acquisition
of TPL by GLO.

GLO, TPL and their controlled entities are collectively referred to as “the Entities”.

`2. Significant Accounting Policies`

The significant accounting policies, which have been adopted in the preparation and presentation of the
Historical and Pro-forma Consolidated Balance Sheets, are as follows.

`a) Basis of preparation`

The Historical and Pro-forma Consolidated Balance Sheets have been prepared in accordance with the
measurement and recognition requirements, but not the disclosure requirements, of Australian Accounting
Standards, including Australian Accounting Interpretations, other authoritative pronouncements of the
Australian Accounting and the Corporations Act 2001.

The Pro-forma Consolidated Balance Sheet is presented in an abbreviated form and does not contain all of
the disclosures required by Australian Accounting Standards applicable to annual reports prepared in
accordance with the Corporations Act.

The Historical and Pro-forma Balance Sheets have been prepared on the accruals basis and are based on
historical costs and on the assumption of going concern.

b) Principles of consolidation

(i) Subsidiaries

The Pro-forma Consolidated Balance Sheet incorporates the assets and liabilities of all entities as if they
were subsidiaries of GLO as at 31 December 2007. GLO’s and TPL’s consolidated balance sheets
incorporate the assets and liabilities of all entities controlled by GLO and TPL at that date.

Subsidiaries are all those entities (including special purpose entities) over which the parent entity has the
power to govern the financial and operating policies, generally accompanying a shareholding of more than
one-half of the voting rights. The existence and effect of potential voting rights that are currently
exercisable or convertible are considered when assessing whether control exists. Subsidiaries are
consolidated from the date of control. They are de-consolidated from the date that control ceases.

Intercompany transactions, balances and unrealised gains on transactions between the parent entity and
subsidiaries and between subsidiaries are eliminated. Unrealised losses are also eliminated unless the
transaction provides evidence of the impairment of the asset transferred. Accounting policies of controlled
entities have been changed where necessary to ensure consistency with the policies adopted by GLO.

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(ii) Associates

Investments in associated companies are recognised in the Pro-forma Consolidated Balance Sheet, and
GLO’s and TPL’s Historical Consolidated Balance Sheets by applying the equity method of accounting. The
equity method of accounting recognises GLO’s investment in associated companies and GLO’s share of
post-acquisition profit and loss and other reserve movements of associates.

`c) Business combinations`

The purchase method of accounting is used to account for business combinations, including business
combinations involving entities or businesses under common control, regardless of whether equity
instruments or other assets are acquired. Cost is measured at the fair value of the assets given, equity
instruments issued or liabilities incurred or assumed at the date of exchange plus costs directly attributable to
the acquisition. Where equity instruments are issued in an acquisition, the fair value of the instruments is their
published market price as at the date of exchange unless, in rare circumstances, it can be demonstrated that
the published price at the date of exchange is an unreliable indicator of fair value and that other evidence and
valuation methods provide a more reliable measure of fair value. Transaction costs arising on the issue of
equity instruments are recognised directly in equity.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are
measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest.
The excess of the cost of acquisition over the fair value of the parent entity’s share of the identifiable net
assets acquired is recorded as goodwill. If the cost of acquisition is less than the parent entity's share of the
fair value of the identifiable net assets of the subsidiary acquired, the difference is recognised directly in the
income statement, but only after a reassessment of the identification and measurement of the net assets
acquired.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are
discounted to their present value as at the date of exchange. The discount rate used is the entity’s
incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an
independent financier under comparable terms and conditions.

GLO’s purchase of TPL

Subject to certain conditions, including shareholders’ approval, GLO will acquire 100% of TPL’s issued capital
via the payment of $100,000 in cash consideration and the issue of 330 million ordinary shares in GLO to
TPL’s shareholders on 1 July 2008. The issue of shares will be subject to a post acquisition 8:1 consolidation.
Additionally, GLO will assume TPL’s debt of $1.75 million and estimated other liabilities of approximately $1.6
- $2.0 million at the acquisition date. GLO will pay TPL vendors a further $500,000 if TPL’s audited EBITDA
for the year ending 30 June 2008 is at least $1,525,000.

For the purpose of accounting for the Acquisition, TPL has been treated as the acquirer, since TPL
shareholders obtained 65% of GLO’s expanded share capital after the Acquisition transaction. This is
described as a reverse acquisition. Consequently, the Pro-forma Consolidated Balance Sheet has been
prepared, as if, for accounting purposes, TPL is the acquirer, and GLO is the acquiree. The Pro-forma
Consolidated Balance Sheet is presented as an extension of the consolidated balance sheet of TPL, the legal
subsidiary.

`d) Taxation`

The income tax expense or revenue for the period is the tax payable on the current period’s taxable income
based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and
liabilities attributable to temporary differences.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements.
However, deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a
transaction other than a business combination that at the time of the transaction affects neither accounting nor
taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or
substantially enacted by the balance sheet date and are expected to apply when the related deferred income
tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised for deductible temporary differences including unused tax losses only if it
is probable that future taxable amounts will be available to utilise those temporary differences.

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Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount
and tax bases of investments in controlled entities where the parent entity is able to control the timing of the
reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable
future.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax
assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax
assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either
to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Deferred tax assets arising on the TPL’s unused tax losses are recorded in the Pro-forma Consolidated
Balance Sheet with the assumption that, post acquisition, GLO and its controlled entities will be able to satisfy
the tax regulatory requirements to utilise TPL’s unused tax losses.

Tax revenues or expenses relating to recognition of current and deferred tax balances attributable to amounts
recognised directly in equity are recognised directly in equity.

Prior to the GLO’s acquisition of TPL, each of GLO and its wholly owned Australian subsidiaries, and TPL and
its wholly owned Australian subsidiaries have implemented the tax consolidation legislation.

`e) Impairment of assets`

Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested
annually for impairment, or more frequently if events or changes in circumstances indicate that they might be
impaired. Other assets are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which
the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an
asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are
grouped at the lowest levels for which there are separately identifiable cash inflows which are largely
independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial
assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at
each reporting date.

`f) Leases`

Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset,
but not the legal ownership that are transferred to entities in the consolidated group, are classified as finance
leases. Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal
to the fair value of the leased property or the present value of the minimum lease payments, including any
guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and
the lease interest expense for the period. Leased assets are depreciated on a straight-line basis over the
shorter of their estimated useful lives or the lease term.

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor,
are charged as expenses in the periods in which they are incurred. Lease incentives under operating leases
are recognised as a liability and amortised on a straight-line basis over the life of the lease term.

`g) Cash and cash equivalents`

Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-
term, highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank
overdrafts are shown within short-term borrowings in current liabilities on the balance sheet.

`h) Trade receivables`

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest method, less provision for impairment. Trade receivables are generally due for settlement
within 30 days.

Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible
are written off. A provision for impairment of trade receivables is established when there is objective evidence
that all amounts due according to the original terms will not be collected. Significant financial difficulties of the
debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency
in payments (more than 30 days overdue) are considered indicators that the trade receivables are impaired.

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The amount of the provision is the difference between the asset’s carrying amount and the present value of
estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term
receivables are not discounted if the effect of discounting is immaterial. The amount of the provision is
recognised in the income statement in other expenses.

`i) Financial assets and liabilities`

`Recognition`

Financial assets and liabilities are recognised when the entity becomes party to the contractual provisions of
the financial instrument.

A financial asset is derecognised when the contractual rights to the cash flows from the financial assets expire
or are transferred and no longer controlled by the entity. A financial liability is removed from the balance sheet
when the obligation specified in the contract is discharged or cancelled or expires. Subsequent to initial
recognition these instruments are recognised as below.

(i) Financial assets at fair value through profit and loss

Upon initial recognition a financial asset is designated as at fair value through profit or loss if acquired
principally for the purpose of selling in the short term or if so designated by management and within the
requirements of AASB 139: Recognition and Measurement of Financial Instruments.  A gain or loss arising
from a change in the fair value of a financial asset or financial liability (classified as at fair value) is recognised
in profit or loss.

((ii) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market and are measured at amortised cost using the effective interest method.

(iii) Held-to-maturity investments

These investments have fixed maturities, and it is the entity’s intention to hold these investments to maturity.
Any held-to-maturity investments are stated at amortised cost using the effective interest rate method.

(iv) Available-for-sale financial assets

Available-for-sale financial assets include other financial assets, comprising investments in subsidiaries, not
included in the above categories. Available-for-sale financial assets are reflected at fair value. Unrealised
gains and losses arising from changes in fair value are taken directly to equity.

(v) Financial Liabilities

Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal
payments and amortisation.

`Impairment`

At each reporting date, the Entities assess whether there is objective evidence that a financial instrument has
been impaired. In case of available-for-sale financial instruments, a prolonged decline in the value of the
instrument is considered to determine whether impairment has arisen. Impairment losses are recognised in
the Income Statements.

`j) Property, plant and equipment`

All property, plant and equipment is stated at historical cost less depreciation. Historical cost includes
expenditure that is directly attributable to the acquisition of the items.

Depreciation on other assets is calculated using the straight-line method to allocate their cost net of their
residual values, over their estimated useful lives. The assets’ residual values and useful lives are reviewed,
and adjusted if appropriate, at each balance sheet date.

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`k) Goodwill`

Goodwill represents the excess of the cost of an acquisition over the fair value of the acquirer’s share of the
net identifiable assets of the acquired subsidiary/associate at the date of acquisition. Goodwill on acquisitions
of subsidiaries is included in intangible assets. Goodwill on acquisitions of associates is included in
investments in associates. Goodwill is not amortised. Instead, goodwill is tested for impairment annually, or
more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost
less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying
amount of goodwill relating to the entity sold.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. Each of those cash-
generating units represents the investment in each country of operation by each primary reporting segment.

`l) Trade and other payables`

These amounts represent liabilities for goods and services provided to the Entities prior to the end of financial
year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.

`m) Provisions`

Provisions for unclaimed monies are recognised when the Entities have a present legal or constructive
obligation as a result of past events, it is probable that an outflow of resources will be required to settle the
obligation and the amount has been reliably estimated. When the obligation no longer exists the provision is
written back to the profit and loss. Provisions are not recognised for future operating losses.

`n) Employee benefits`

(i) Wages and salaries, annual leave and sick leave

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave
expected to be settled within 12 months of the reporting date are recognised in other payables in respect of
employees' services up to the reporting date and are measured at the amounts expected to be paid when the
liabilities are settled.

(ii) Long service leave

The liability for long service leave is recognised in the provision for employee benefits and measured as the
present value of expected future payments to be made in respect of services provided by employees up to the
reporting date using the projected unit credit method.

Consideration is given to expected future wage and salary levels, experience of employee departures and
periods of service. Expected future payments are discounted using market yields at the reporting date on
national government bonds with terms to maturity and currency that match, as closely as possible, the
estimated future cash outflows.

`o) Issued capital`

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or
options for the acquisition of a business are not included in the cost of the acquisition as part of the purchase
consideration.

If the entity reacquires its own equity instruments, e.g. as the result of a share buy-back, those instruments
are deducted from equity and the associated shares are cancelled. No gain or loss is recognised in the profit
or loss and the consideration paid including any directly attributable incremental costs (net of income taxes) is
recognised directly in equity.

`p) Convertible notes`

The component parts of compound instruments are classified separately as financial liabilities and equity in
accordance with the substance of the contractual arrangement. At the date of issue the fair value component
is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is

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recorded as a liability on an amortised costs basis until extinguished on conversion or upon the instruments
reaching maturity.

The equity component initially brought to account is determined by deducting the amount of the liability
component from the fair value of the compound instrument as a whole. This is recognised and included in
equity, net of income tax effects and is not subsequently remeasured.

`q) Goods and Services Tax (GST)`

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST
incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of
acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount
of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in
the balance sheet.

r) Significant judgements and key assumptions

The directors evaluate estimates and judgements incorporated into the financial report based on historical
knowledge and best available current information. Estimates assume a reasonable expectation of future
events and are based on current trends and economic data, obtained both externally and within the Entities.

The Entities assess impairment at each reporting date by evaluating conditions specific to the Entities that
may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is
determined. Value-in-use calculations performed in assessing recoverable amounts incorporate a number of
key estimates.

`3. Pro-forma transactions and underlying assumptions`

The Pro-forma Consolidated Balance Sheet as at 31 December 2007 has been prepared based on the
assumption that the following proposed Pro-forma transactions had occurred as at 31 December 2007.

a. The acquisition of TPL by GLO, via paying cash consideration of $100,000, issuing 330 million of GLO shares, and assuming TPL’s existing debts of $1,750,000 and estimated other liabilities at 30 June 2008 of approximately $1,600,000 - $2,000,000. Subject to TPL achieving audited EBITDA of $1,525,000 for the year ending 30 June 2008, GLO will pay additional cash consideration of $500,000. This has been included as a pro-forma adjustment. Professional fees and other costs associated with the acquisition of approximately $191,428 have been recorded as part of the acquisition cost.

The acquisition has been treated as a reverse acquisition. As set out in section 2 (c) above, for
accounting purposes, TPL is treated as the acquirer. The impact of the acquisition to the Pro-forma
Consolidated Balance Sheet is to increase issued capital by $3,350,826, goodwill by $903,591, cash and
cash equivalents by $5,977,058, other current assets by $1,534,679, other non-current assets by
$118,833, current payables by $183,335, and current financial liabilities by $5,000,000;

b. The issue of 25,000,000 shares at $0.20 each, to be issued under the Prospectus, giving rise to total proceeds of $5,000,000. The costs associated with this capital raising are estimated at $600,000 less deferred taxes of $180,000. The impact of these transactions is to increase issued share capital by $4,580,000, cash and cash equivalents by $5,000,000, accrued expenses by $481,000, deferred tax assets by $180,000; and to decrease other non-current assets by $119,000;
c. A business acquisition by TPL at a cost of $400,000. The impact of this transaction is to increase goodwill and other intangible assets by $400,000 and to decrease cash and cash equivalents by the same amount;
d. Repayment of convertible notes of $5,000,000. This transaction will reduce the financial liabilities and cash and cash equivalents by $5,000,000.
e. Elimination of intercompany receivables and payables between GLO and TPL of $1,480,000.

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For the purposes of preparing the Pro-forma Consolidated Balance Sheet as at 31 December 2007, TPL’s
reviewed consolidated balance sheet as at 31 December 2007 has been adjusted as follows:

a. The write-off of other current assets of $500,583; resulting in a decrease in other current assets by $500,583 and current payables by $157,000, and an increase in accumulated losses by $343,583;
b. The impairment of goodwill by $223,403; resulting in a decrease in goodwill by $223,403 and an increase in accumulated losses by the same amount;
c. The absorption of losses in subsidiaries of $125,159 by the parent entity; resulting in an increase in accumulated losses and minority interests by $125,159; and
d. The reassessment of deferred tax assets; resulting in a decrease in deferred tax assets of $350,000 and an increase in accumulated losses by the same amount.

The Pro-forma Balance Sheet that will be presented in the Prospectus may differ to the information above as
a result of subsequent changes to underlying assumptions and additional transactions.

��

`10. INTERPRETATION`

Acquisition Agreement means the agreement between GLO and TPL dated 24 August 2007.

Approvals means any approvals of GLO shareholders required by the Corporations Act and the
Listing Rules to the transactions contemplated by or arising from the Acquisition Agreement.

ASX means the Australian Securities Exchange.

Company or GLO means Global Approach Limited ABN 27 009 118 861.

Consideration Shares means 41,250,000 Shares;

Constitution means the constitution of the Company from time to time.

Corporations Act means the Corporations Act 2001 (Cth) .

Directors means the board of directors of GLO from time to time.

Explanatory Memorandum means this explanatory memorandum accompanying this Notice.

Extraordinary General Meeting or Meeting means the extraordinary general meeting of
shareholders of the Company convened by the Directors and detailed in the Notice of Meeting, or
any adjournment thereof.

Independent Expert’s Report or IER means the report prepared by WHK Horwath with respect to
the fairness and reasonableness of the transactions associated with the acquisition by GLO of
TPL.

Listing Rules means the listing rules of the ASX.

Notice of Meeting or Notice means the notice of meeting giving notice to shareholders of the
Extraordinary General Meeting, accompanying this Explanatory Memorandum.

Ordinary Resolution means a Resolution passed by more than 50% of the votes at a general
meeting of shareholders.

Options means options exercisable for Shares in the Company.

Prospectus means the Prospectus to be issued by the Company to raise $5,000,000 via the issue
of 25,000,000 Shares at $0.20 each (the subject of Resolution 4).

Related Party Vendors means collectively Mr Michael Teys, Mrs Michelle Teys, and Mr Peter
Warne.

Shares means fully paid ordinary shares in the capital of the Company.

Special Resolution means a Resolution passed by at least 75% of the votes at a general meeting
of shareholders.

Teys Corporate Group means TPL and its subsidiaries.

TPL means Teys Pty Ltd.

��

Vendors means each of the following entities both individually and collectively:

`Entity`	`Relative Proportion (% )`
`(a)` `Capital Administration and Services Pty Ltd ACN 090 472 236` `(b)` `Peter Hastings Warne` `(c)` `Theodorus Eduard Ruygrok` `(d)` `Michelle Anne Teys` `(e)` `Michael John Teys` `(f)` `Resort Brokers Pty Ltd ACN 010 536 811` `(g)` `Ian Ross Crooks`	`10%` `10%` `5%` `30%` `30%` `7.5%` `7.5%`
	`100%`

`-oo0oo-`

Any inquiries in relation to the Resolutions or the Explanatory Memorandum should be directed to Mr Dean Gallegos (Director):

��

`ANNEXURE A`

TEYS LTD ABN 009 118 861
(COMPANY)

`DIRECTORS’ AND EXECUTIVE OFFICERS' SHARE OPTION PLAN EXPLANATORY MEMORANDUM`

`SUMMARY OF TERMS AND CONDITIONS OF THE PLAN`

1. The Plan is to extend initially to directors and executive officers of the Company and subsequently to such executives and employees as the board may in its discretion determine.

2. The total number of Shares in respect of which Options may be granted under the Plan to senior executives and directors shall not at any time exceed fifteen percent (15%) of the Company’s issued share capital in that class at that time (Permitted Limit).

3. The Options are to be issued for no consideration.

4. The Exercise Price of an Option is:

(a) prior to the re-quotation of the securities on the ASX, the price determined by the board at its sole discretion; and
(b) after relisting of the Company on the ASX, the price to be determined by the board at its sole discretion, but not less than a premium of 10% of the prevailing Market Price of the Shares of the Company on the ASX at the time of issue.

5. The Option Commencement Date will depend upon whether the Company has issued a Current Prospectus to facilitate the exercise of Options or not. If it has, it will be the Business Day after lodgement with ASIC, but otherwise it will be either:

(a) twelve (12) months from approval of the grant;
(b) the Company having been listed on ASX for 12 months;
(c) the Company otherwise being permitted to issue shares in the event that the Option is exercised; or
(d) a date determined by the board.

6. The Option Exercise Period commences on the Option Commencement Date and ends on the earlier of:

(a) the expiration of a period nominated by the board at the time of the grant of the Option but being not less than two (2) years; or
(b) the business day after expiration of three (3) months, or any longer period which the Directors determine, after the Eligible Executive ceases to be employed by the Company or a Subsidiary of the Company; or
(c) the Eligible Executive ceasing to be employed by the Company or a Subsidiary of the Company due to fraud or dishonesty.
7. Eligibility to participate is determined by the board. Eligibility is restricted to directors and senior executives of the Company and its subsidiaries. The board is entitled to determine:

��

(a) the total number Options to be offered provided that the number of Options offered in any one year to directors and senior executives shall not result in the Permitted Limit in clause 2 above being exceeded; and
(b)
the Eligible Executives to whom offers will be made.

8. Participants do not participate in dividends or in bonus issues unless the Options are exercised.

9. In the event that a rights issue is made by the Company during the term of the Options at a discount to the independently ascertained value of the Shares then the Company shall be obliged to adjust the Exercise Price for the Options in accordance with a specific formula.

10. The board has the right to vary the entitlements of all participants to take account of the effective capital reconstructions, bonus issues or rights issues.

11. The board may vary the Plan.

��

GLOBAL APPROACH LIMITED ABN 27 009 118 861

Global Approach Limited ABN 27 009 118 861

TO LODGE A PROXY FORM: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia Facsimile +61 7 3237 2152

000001 000 GLO MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

FOR ALL ENQUIRIES CALL: (within Australia) 1300 552 270 (outside Australia) +61 3 9415 4000

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECEIVED BY 11 AM (AEST) TUESDAY 20 MAY 2008

YOUR SECURITYHOLDER INFORMATION IS AVAILABLE ONLINE, SIMPLY VISIT: www.investorcentre.com\au

I1234567890 3030

LODGEMENT OF A PROXY FORM.This Form (and any Power of Attorney under which it is signed) must be20 received at an address given above no later than 48 hours before the commencement of the meeting at 11.00am, 22 May 2008. Any Proxy Form received after that time will not be valid for the scheduled meeting.

GLO_PROXY_150704/000001/000001/i

I/We being a member/s of Global Approach Limited hereby appoint

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Extraordinary General Meeting of Global Approach Limited to be held at Suite 71 Lower Deck, Jones Bay Wharf, 26-32 Pirrama Road, Pyrmont NSW 2009 on 22 May 2008 at 11.00am and at any adjournment of that meeting.

IMPORTANT: FOR ITEMS 1, 6, 7, 8 AND 9 BELOWIMPORTANT: FOR ITEMS 1,7BELOW If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on Items 1, 6, 7, 8, and 9 below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of those itemsvote on Item X below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of thean interest in the outcome of that Item and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, Meeting will not cast your votes on Items 1, 6, 7, 8 and 9 your votes will not be counted in computing the required majority if a poll is called on these items.and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item X and your votes will not be counted in computing the required majority if a poll is called on this Item. The Chairman of the Meeting intends to vote undirected proxies in favour of Item X.
The Chairman of the Meeting intends to vote undirected proxies in favour of each of these items.

1	R Non Executive Directors' Remuneration	R Non Executive Directors' Remuneration	7	Res 7 Issue of Options to Mr Dean Gallegos under the Directors and Executives Employee Option
				Plan
2	Res 2 Change in Activities		8	Res 8 Issue of Options to Mr Peter Warne under the
				Directors and Executives Employee Option
				Plan
3 Res3 Issue of Shares under		Acquisition Agreement	9	Res 9 Issue of Options to Mr Michael Teys under the Directors and Executives Employee Option
				Plan
4	Res 4 Issue of Fully Paid Shares under Prospectus		10	Res10 Change of Company Name
5	Res 5 Approval of Consolidation of Share Capital
6	Res6 Approval of Directors and Executives Share
	Option Plan

In addition to the intention advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the other items of business.

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I 1234567890 I ND

000001 000 GLO MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

3 1 P R

G L O

GLOBAL APPROACH LIMITED A.C.N. 009 118 861 (“Global Approach”)

INDEPENDENT EXPERT’S REPORT

On the Proposed Acquisition of Teys Proprietary Limited (“ TPL ”) and Issue of Shares and Options to TPL Shareholders as consideration as required under Section 611 of the Corporations Act 2001 (Cth) (“ Corporations Act ”)

Prepared by WHK Horwath Corporate Finance Limited

8 April 2008

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8 April 2008

Private & Confidential

The Directors Global Approach Limited Level 15 25 Bligh Street SYDNEY NSW 2000

Dear Sirs,

INDEPENDENT EXPERT’S REPORT

1 Introduction

On 13 July 2007, Global Approach Limited (“ Global Approach” or the “Company ”) announced that it had entered into a Term Sheet to acquire 100% of the issued capital of specialist property investment management company, Teys Proprietary Limited (“ TPL ”).

This deal was subsequently renegotiated to reflect the current Share Sale Agreement executed 26 March 2008. Under the Share Sale Agreement, Global Approach is intending to acquire 100% of the issued capital in TPL for consideration of 330 million Global Approach shares and an additional $500,000 in cash should TPL achieve an audited EBITDA of $1,525,000 for the 12 months to 30 June 2008 (hereafter referred to as the “ Proposed Transaction ”).

TPL is a privately owned company of property investment managers specialising in strata and community title assets (Teys Strata), property funds management (Teys Trust) and rental property management (Teys Rentals). TPL currently has offices in Sydney, Melbourne, Brisbane, Gold Coast and the Sunshine Coast.

The terms of the Proposed Transaction are set out in the accompanying Explanatory Memorandum of which this Report forms part.

Under the Proposed Transaction, Global Approach will pay to the shareholders of TPL the consideration detailed below for the equity value of TPL:

330 million ordinary shares in Global Approach; and
An additional $500,000 in cash should TPL achieve an audited EBITDA of $1,525,000 for the 12 months to 30 June 2008.

At completion of the Proposed Transaction, TPL is expected to have debt facilities totalling approximately $6.44 million and a working capital deficiency of up to $2 million (which includes the $400,000 advance to be provided by Global Approach), which will be assumed by Global Approach under the Proposed Transaction. These debt facilities have mainly been used to fund acquisition growth.

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In order to provide the short term funding to TPL, Global Approach raised $5.0 million (before costs) by placing 125,000,000 Convertible Notes at an issue price of $0.04 to sophisticated and professional investors. The Convertible Notes had the following features:

Coupon Rate: 8.0% paid quarterly in arrears;
� Conversion Rate: Each Convertible Note will convert into 1 Global Approach share; � Convertible: At the election of either Global Approach or the holder conditional upon completion of the acquisition of TPL;
� Maturity: 31 March 2008.

These Convertible Notes are to be repaid in full prior to the Completion of the Proposed Transaction.

On completion of the Proposed Transaction, it is the intention of Global Approach to conduct a further equity raising of $5 million at $0.20 per share (post consolidation of share capital), to provide additional funding for further acquisitions of strata management businesses. As noted in Section 8.2, Global Approach is proposing to consolidate its share capital on an 8 to 1 basis.

To assist Global Approach shareholders in deciding whether to approve the Proposed Transaction, the Independent Director of Global Approach has appointed WHK Horwath Corporate Finance Limited ( “WHK Horwath Corporate Finance” ) as an independent expert to express an opinion addressing whether or not the Proposed Transaction is fair and reasonable to Global Approach shareholders.

As set out in Section 13.3, WHK Horwath Corporate Finance is independent of Global Approach and TPL and has no involvement with, or interest in, the outcome of the Proposed Transaction other than the preparation of this Report.

WHK Horwath Corporate Finance does not have at the date of this Report nor has had any shareholding in or other relationship with Global Approach or TPL that could reasonably be regarded as being capable of affecting its ability to provide an unbiased opinion in relation to the Proposed Transaction. WHK Horwath Corporate Finance had no part in the formulation of the Proposed Transaction. Its only role has been the preparation of this Report.

As a matter of disclosure, Mr Peter Warne is a non-executive Director of WHK Group Limited (the parent company of WHK Horwath Corporate Finance), and also a Director and minority Shareholder in TPL. Neither, Mr Peter Warne nor any other non-executive director of WHK Group Limited has any access to any information held by nor any involvement in the opinions provided by WHK Horwath Corporate Finance.

WHK Horwath Corporate Finance considers itself independent in terms of Regulatory Guide 112 issued by the ASIC.

2 Summary Conclusion

We are of the opinion that the Proposed Transaction is both fair and reasonable to Global Approach shareholders. The reasons for our opinion are summarised below.

The Proposed Transaction is Fair

In our opinion, the consideration being paid to the shareholders of TPL under the Proposed Transaction is less than the value of TPL shares being acquired. Accordingly we are of the opinion that the Proposed Transaction is fair to Global Approach shareholders.

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The Proposed Transaction is Reasonable

As we have concluded that the Proposed Transaction is fair we also conclude that it is reasonable. Not withstanding this conclusion, we also assessed that the advantages of the Proposed Transaction to Global Approach shareholders outweigh the disadvantages (as set out in Section 12 of this Report), which also supports our conclusion that the Proposed Transaction is fair and reasonable.

3 Other

This letter is a summary of WHK Horwath Corporate Finance’s opinion on the Proposed Transaction. This letter should be read in conjunction with the detailed Report and appendices as attached. Unless the context requires otherwise, references to “we”, “our” and similar terms refer to WHK Horwath Corporate Finance.

Yours faithfully

WHK HORWATH CORPORATE FINANCE LIMITED

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Table of Contents	Table of Contents	Table of Contents
1	INTRODUCTION ........................................................................................................................ 2
2	SUMMARY CONCLUSION........................................................................................................ 3
3	OTHER ....................................................................................................................................... 4
4	DETAILS OF THE PROPOSED TRANSACTION ..................................................................... 7
	4.1	Background	7
	4.2	Details of the Proposed Transaction	7
5	SCOPE OF OUR REPORT........................................................................................................ 8
	5.1	Purpose of the Report	8
	5.2	Basis of Evaluation	9
	5.3	Disclosure of Information	10
	5.4	Limitations and Reliance on Information	10
6	VALUATION METHODOLOGY...............................................................................................		11
	6.1	Overview	11
	6.2	Asset Based Methods	11
	6.3	Market Based Methods	11
	6.4	Discounted Cash Flow Method	12
	6.5	Selection of Methodologies	12
7	INDUSTRY OVERVIEW...........................................................................................................		13
	7.1	Overview	13
	7.2	Strata Management	13
	7.3	Funds Management	13
	7.4	Comparable Company Statistics	16
	7.5	Comparable Transaction Multiples	17
8	PROFILE OF GLOBAL APPROACH ......................................................................................		18
	8.1	Background	18
	8.2	Ownership Details	19
	8.3	Financial History	20
	8.4	Share Price History	26
9	VALUE OF CONSIDERATION & GLOBAL APPROACH SHARES ......................................		27
	9.1	Valuation Summary	27
	9.2	Valuation Methodology for Global Approach Shares – Net Tangible Assets (“NTA”)	27
	9.3	NTA Value of Global Approach Shares	28
	9.4	Cross Check Market Value of Shares Quoted on ASX	29
10	PROFILE OF TPL ....................................................................................................................		30
	10.1	Background	30
	10.2	Financial History	33
11	VALUE OF TPL........................................................................................................................		38
	11.1	Valuation Summary	38
	11.2	Valuation Methodology – Capitalisation of Future Maintainable Earnings	38
	11.3	Future Maintainable Earnings	38
	11.4	Capitalisation Multiple	40
	11.5	Calculation of Enterprise Value	41
	11.6	Surplus Assets/(Liabilities) and Interest Bearing Debt	42
	11.7	Calculation of Equity Value	42
12	EVALUATION OF THE PROPOSED TRANSACTION ...........................................................		43
	12.1	The Proposed Transaction is Fair and Reasonable	43
	12.2	Assessment of Advantages and Disadvantages of the Proposed Transaction	43

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13 QUALIFICATIONS, DECLARATIONS & CONSENTS............................................................ 45
13.1 Qualifications 45
13.2 Disclaimers 45
13.3 Declarations 45
13.4 Consents 46
APPENDIX 1 – FINANCIAL SERVICES GUIDE .................................................................................. 47
APPENDIX 2 – SOURCES OF INFORMATION................................................................................... 49
APPENDIX 3 – COMPARATIVE COMPANY DESCRIPTIONS........................................................... 50

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4 Details of the Proposed Transaction

4.1 Background

As set out in Section 1, Global Approach is proposing to acquire 100% of the issued capital in TPL for consideration of 330 million Global Approach shares and an additional $500,000 in cash should TPL achieve an audited EBITDA of $1,525,000 for the 12 months to 30 June 2008. The issue of Global Approach shares under the Proposed Transaction (which would represent approximately 65.2% of the issued capital post acquisition) is required to be approved by the Global Approach shareholders under Section 611 of the Corporations Act. This is required as the TPL shareholders will increase their voting power in the Company from below 20% to above 20%.

Shareholders of Global Approach will be required to vote on the Proposed Transaction at an Extraordinary General Meeting (“ EGM ”).

A summary of the terms of the Proposed Transaction are provided below.

4.2 Details of the Proposed Transaction

Global Approach has proposed to acquire 100% of the issued capital in TPL. The shareholders of TPL will receive as consideration a combination of Global Approach shares and cash should the earnings hurdle be achieved, hereafter referred to as the “ Consideration ”. The Consideration under the Proposed Transaction is as follows:

330 million ordinary shares in Global Approach; and
An additional $500,000 in cash should TPL achieve an audited EBITDA of $1,525,000 for the 12 months to 30 June 2008.

Debt owed to Peden - $0.50 million;
National Australia Bank Debt - $1.46 million;
Macquarie Bank Debt - $3.00 million; and
Global Approach Convertible Note - $1.48 million.

The debt and working capital deficiency being assumed by Global Approach has been considered in our assessment of the Proposed Transaction.

The full terms of the Proposed Transaction are set out in the accompanying Explanatory Memorandum of which this Report forms part.

A condition precedent of the Proposed Transaction is that shareholder approval is received for the issue of the shares which form part of the Consideration, at the EGM as required under Section 611 of the Corporations Act.

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5 Scope of Our Report

5.1 Purpose of the Report

The Proposed Transaction will result in the TPL shareholders increasing their voting power in Global Approach from nil to 53.2%. These ownership percentages will be reduced should the proposed new issue of shares post acquisition take place.

To satisfy the requirements of the Corporations Act, any such equity issue must be approved by the shareholders of Global Approach who are not associated with TPL in respect of the Proposed Transaction. These legislative requirements are detailed further below.

Global Approach has appointed WHK Horwath Corporate Finance as an Independent Expert to express an opinion as to whether or not the Proposed Transaction is fair and reasonable to the shareholders of Global Approach. This Report accompanies the Notice of Meeting and the Explanatory Memorandum sent to the Global Approach shareholders.

5.1.1 Corporations Act 2001 (Cth) – Section 606 and Section 611

The Proposed Transaction will result in TPL shareholders increasing their voting power in Global Approach from less than 20% to more than 20%. This increase is prohibited under Section 606 of the Corporations Act 2001 (Cth) unless it complies with one of the exceptions as set out in Section 611, which specifically includes the increase in voting power being approved by the non-associated shareholders.

Section 611 of the Corporations Act 2001 (Cth) requires that, in the absence of certain other exceptions not presently applicable, any acquisition or allotment of shares which:

Increases the acquiring shareholder’s voting power from a starting point less than 20% to greater than 20% of the entire voting power of the shareholders of the company; or
Increases the acquiring shareholder’s voting power from a starting point that is above 20% and below 90% of the entire voting power of the shareholders of the company;

must be approved by the shareholders who are not participating in the proposed allotment, that is the non-associated shareholders.

In order for the Proposed Transaction to satisfy the requirements of the Corporations Act, Section 611 requires disclosure of the following information to the non-associated shareholders of Global Approach to assist them in deciding whether or not to approve the Proposed Transaction. Some of this information has been disclosed in this Report. Otherwise it can be found in the Explanatory Memorandum which this Report accompanies. The information required is all the information material to the decision on how to vote on the resolution including:

The identity of the entity proposing to acquire Global Approach shares and their associates;
The maximum extent of the increase in that entity’s voting power in Global Approach that would result from the acquisition;
The voting power that entity would have as a result of the acquisition;
The maximum extent of the increase in the voting power of each of the entity’s associates that would result from the acquisition; and
The voting power that each of that entity’s associates would have as a result of the acquisition.

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5.1.2 ASIC Requirements

Additional information is required to be disclosed to Global Approach shareholders under Regulatory Guides issued by the Australian Securities & Investments Commission (“ ASIC ”). One of the items recommended (however this is not a legal requirement) is a report by an Independent Expert stating whether or not, in the opinion of the expert, each proposed allotment of shares is fair and reasonable, having regard to the interests of the non-associated shareholders. The purpose of this report is to satisfy this recommendation.

5.2 Basis of Evaluation

The basis of our evaluation, valuation approach, decision criteria and evaluation process in relation to determining the above items are set out in the following sections within this Report.

In evaluating fairness and reasonableness, we have considered the requirements of the Corporations Act and relevant Regulatory Guide’s issued by ASIC. We have specifically referred to Regulatory Guide 111 when assessing whether the proposed transaction is “fair and reasonable”.

In forming our opinion on whether or not the Proposed Transaction is fair and reasonable to the Global Approach non-associated shareholders we have:

compared the fair market value of the TPL shares to be acquired, with the Consideration to be paid under the Proposed Transaction; and
compared the likely advantages and disadvantages of the Proposed Transaction for Global Approach and its shareholders.

5.2.1 Fairness

Regulatory Guide 111 defines a transaction as being fair if the value of the consideration is equal to or greater than the value of the securities being acquired. The comparison must be made assuming 100% ownership of the target entity.

Accordingly we have assessed whether the Proposed Transaction is fair by comparing the fair market value of TPL shares with the value of the Consideration being paid by Global Approach (which includes the Global Approach shares). We assessed the value of each Global Approach share unit by determining the current value of Global Approach as a whole and dividing this value by the number of shares on issue.

Both TPL and Global Approach shares have been valued at fair market value, which we have defined as the amount at which the securities would be expected to change hands between a knowledgeable willing buyer and a knowledgeable willing seller, neither of whom is under any compulsion to buy or sell.

5.2.2 Reasonableness

Regulatory Guide 111 considers a transaction to be reasonable if either the transaction is fair, or despite the transaction not being fair, but considering other significant factors, security holders should accept the transaction in the absence of any other alternatives. In addition to determining whether the Proposed Transaction is fair we have considered the following significant factors recommended by ASIC Regulatory Guide 111 to assess their reasonableness:

the existing ownership structure of Global Approach;
the likely price and market liquidity of Global Approach shares in the absence of the Proposed Transaction;
the likelihood of alternatives to the Proposed Transaction for Global Approach; and
other implications for Global Approach shareholders rejecting the Proposed Transaction.

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5.3 Disclosure of Information

In preparing this Report, Global Approach and TPL have requested WHK Horwath Corporate Finance to limit the disclosure of some non-publicly available financial information relating to Global Approach and TPL operations and financial performance. This request has been made due to the commercially sensitive nature of the financial and operational information which WHK Horwath Corporate Finance has had access to in the course of this assignment. The disclosure in this Report has been limited to the type of information that is publicly available.

5.4 Limitations and Reliance on Information

WHK Horwath Corporate Finance’s opinion is based on economic, share market, business and trading conditions prevailing at the date of the announcement and any material subsequent events to the date of this Report. These conditions can change significantly over relatively short periods. If they did change materially, the valuation and our opinion could vary significantly.

This Report is based upon financial and non-financial information provided by Global Approach, TPL and their respective advisers. WHK Horwath Corporate Finance has considered and relied upon this information and has no reason to believe that any material facts have been withheld. The information provided to WHK Horwath Corporate Finance has been evaluated through analysis, inquiry and review for the purposes of forming an opinion as to whether the Proposed Transaction is fair and reasonable to the Global Approach shareholders. However, WHK Horwath Corporate Finance does not warrant that its inquiries have identified or verified all of the matters that an audit, extensive examination or due diligence investigation might disclose.

An important part of the information used in forming an opinion as to fairness and reasonableness is comprised of the opinions and judgement of Management. This type of information was evaluated through analysis, inquiry and review. However, such information is often not capable of external verification or validation and has not been independently verified.

To the extent that there are legal issues relating to assets, properties, business interests or issues relating to compliance with applicable laws, continuous disclosure rules, regulations, and policies, WHK Horwath Corporate Finance:

assumes no responsibility and offers no legal opinion or interpretation on any issue; and
has generally assumed that matters such as title, compliance with laws and regulations and contracts in place are in good standing and will remain so and that there are no legal proceedings, other than as publicly disclosed.

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6 Valuation Methodology

6.1 Overview

The best determinant of value is the price at which the business or a comparable business, or an equity interest in that business, has been bought or sold in an arms length transaction. In its absence, estimates of value are made using methodologies that infer value from other available evidence.

In order to calculate the fair market value of TPL and the Consideration being offered, we have considered the following generally accepted valuation methodologies.

6.2 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:

net tangible assets;
orderly realisation of assets; and
liquidation of assets.

The net tangible assets method is based on the value of the assets of the business less certain liabilities, at book values, adjusted to market value.

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 realising a reasonable market value for assets.

The liquidation method is similar to the orderly realisation of assets method except for the fact that the liquidation method assumes the assets are sold in a shorter period, under a “distressed seller” scenario.

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

6.3 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 and valuation metrics of comparable companies. Market based methods include:

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

The capitalisation of maintainable earnings method estimates fair market value by multiplying the Company’s future maintainable earnings by an appropriate capitalisation multiple. An appropriate earnings multiple is derived from price earnings multiples and market transactions involving comparable companies. The capitalisation of maintainable earnings method is appropriate where the Company’s earnings are relatively stable and comparable companies have similar cost structures and growth profiles.

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

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Industry specific methods estimate market value using industry benchmarks. These methods generally provide less persuasive evidence on market value of a company, as they may not account for company specific factors. Industry specific methods are only used as a cross check to the primary valuation methodology.

6.4 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 for a period of at least 5 years. The discounted cash flow method is commonly used to value early stage companies or projects with a finite life.

6.5 Selection of Methodologies

In selecting our methodology, we have considered the following:

the nature of the Proposed Transaction;
specific characteristics of the operations of Global Approach and TPL businesses;
the lack of available forecast cash flow information for a sufficient period; and
access to publicly available valuation benchmarks, comparable company information and comparable company transactions.

The most reliable evidence as to the value of a business is the price at which the business or a comparable business has been bought or sold in an arms length transaction. In their absence, estimates of value are made using methodologies that infer value from other available evidence.

6.5.1 Valuation Methodology – Global Approach Shares

In view of Global Approach having no trading operations, we have estimated the fair market value of Global Approach shares using the net tangible assets method. Due to the lack of liquidity in Global Approach shares, we have reviewed the market value of Global Approach shares as a cross to the value calculated under our primary valuation methodology.

6.5.2 Valuation Methodology – TPL

In view of positive earnings of TPL, and the earnings acquired under recent acquisitions by TPL, we have selected the capitalisation of future maintainable earnings as our primary methodology. As a cross-check to that we have also performed a review of the earnings multiples paid under comparable transactions.

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7 Industry Overview

7.1 Overview

As Global Approach has no trading operations we have focused on the industries in which TPL operates. TPL operates in the strata management, funds management (mainly property trusts) and residential property operation. Should the Proposed Transaction be approved by the shareholders of Global Approach, then Global Approach would be solely focussed on these industries.

7.2 Strata Management

Strata managers assist the committees of owners’ corporations to protect the investment that the owners have in their building. The tasks performed by a strata manager include record keeping, arranging insurance, overseeing repairs and maintenance, levy collection, drafting budgets and chairing annual general meetings of the owners’ corporation.

The strata and community title industry continues to grow rapidly in Australia and represents the management of property worth more than $500 billion[1] , including both residential property and commercial property management. The industry is very fragmented with approximately 1,500 body corporate managers in Australia.

7.2.1 Industry Bodies

The strata management segment is governed by the following industry bodies:

Institute of Strata Title Management Limited;
Community Titles Institute Queensland;
National Community Titles Institute; and
Institute of Body Corporate Managers (Victoria) Inc.

7.2.2 Competition

Competition in this segment is relatively low and is decreasing mainly due to industry consolidation, as smaller operators retire and sell their businesses to larger operators[2] . The Management of TPL expect that this will provide future opportunities to grow the business through acquisition.

7.3 Funds Management

Managed funds are pools of money contributed by a number of investors, which is then invested by a fund manager on their behalf. Fund managers invest these funds into a wide range of underlying assets including but not limited to shares, bonds, property and commodities. The Australian funds management industry manages more than $1.3 trillion of assets[3] including managed funds, life insurance and other products and as such is the fourth largest market globally for managed funds. In addition, Australia has the largest managed funds assets per capita with greater than $63,000, compared to the United States with $43,000[4] (refer to the graph below).

1 Institute of Body Corporate Managers (Victoria) Inc – Submission to Productivity Commission date September 2006.

2 http://www.macquarie.com.au/au/about_macquarie/media_centre/20041013b.htm

3 Morningstar, Market Share Report (Quarterly Report), 30 September 2007.

4 Australian Finance Group, ‘Strong Dollar Increases Australia’s Lead in Managed Funds’, 30 January 2008.

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----- Start of picture text -----

Managed Funds per Capita
70,000
60,000
50,000
40,000
30,000
20,000
10,000
-
Australia USA France Sweden Canada UK Belgium Spain Italy Netherlands
Source: Australian Finance Group
(AU$)
----- End of picture text -----

The categories generally used to classify the Australian funds management industry are by asset class and client segment. These are summarised below.

7.3.1 Asset Classes

Australian equities is the largest asset class, representing approximately 28% of Australian funds under management[5] , whilst Australian property represents a significant component with 12.6% of Australian funds under management, and this is TPL’s main focus.

Australian funds under management by asset class (as at 30 June 2007)

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----- Start of picture text -----

Currency / TAA Other
International Fixed 6.1% 0.4%
Interest
5.0%
Australian equities
Alternatives 27.7%
7.1%
Cash
11.5%
Property International equities
12.6% 17.1%
Australian Fixed Interest
12.5%
----- End of picture text -----

Source: Morningstar

7.3.2 Property Funds Management

TPL’s property funds management arm is mainly focussed on providing responsible entity services for residential apartment developments, subdivisions and retirement village developments ($120 million of funds under management). In this market there are both listed and unlisted property investment vehicles.

Unlisted commercial property investments take the form of property trusts, funds and syndicates. These vehicles invest directly into property, are professionally managed and perform in line with the underlying asset without other external influences like stock market volatility. Funds that invest in

5 Morningstar, Market Share Report (Quarterly Report), 30 June 2007.

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direct property have generally higher gearing than funds investing in other markets and have certain tax advantages (due to depreciation and building allowances from newer buildings).

Listed property trusts (“ LPTs ”) on the other hand are traded on a stock exchange, such as the ASX, and investors can participate by purchasing units in the LPT. Unlike unlisted property investments, LPT returns can be influenced by general equity market conditions as well as conditions in the underlying property market.

Investors are paid income in the form of distributions that represent income received from rent. Because some of this income carries tax concessions, investors often receive a percentage of their distributions tax advantaged (usually around 40%).[6]

7.3.3 Real Estate Operations

TPL currently has a small rental property management service, which it is aiming to grow through leveraging its strata management operations. This is a very large market which is mainly dominated by real estate agents who provide both property management and sales services.

6 http://www.multiplexcapital.biz/page.asp?PartID=229&depth=2

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7.4 Comparable Company Statistics

Detailed below are the trading multiples of comparable companies. These companies are the most directly comparable to TPL for valuation purposes and span funds management, real estate management and real estate operations. We have calculated the multiples based on a volume weighted average price (“ VWAP ”) for the 1 month prior to the date of this Report. We have also reviewed these multiples based on the VWAP for prior 2, 3 and 6 months as detailed in Section 11.4.

			TPL
Comparable Company			Trading Multiples - 1 month VWAP
			Enterprise Value	Historical EBITDA	Forecast Yr1	Forecast Yr2
Company	Yr End		AUD(m)	Mult.	EBITDA Mult.	EBITDA Mult.
Investment / Advisory Management
Platinum Asset Mangement Ltd	06/2007		2,467.19	8.3x	9.7x	9.6x
Australian Wealth Management Ltd	06/2007		895.43	10.2x	8.3x	7.6x
City Pacific Ltd	06/2007		508.70	3.4x	n/a	n/a
HFA Holdings Ltd	06/2007		381.28	12.4x	8.8x	3.0x
Everest Babcock & Brown Ltd	12/2007		212.87	nmf	9.4x	8.6x
Hunter Hall International Ltd	06/2007		302.51	9.6x	n/a	n/a
Trust Co Ltd/Australia	02/2007		299.29	14.4x	12.3x	10.3x
Treasury Group Ltd	06/2007		248.46	7.0x	5.6x	5.4x
Wilson HTM Investment Group	06/2007		243.75	7.7x	n/a	n/a
Equity Trustees Ltd	06/2007		199.90	15.8x	13.6x	11.3x
Tasmanian Perpetual Trustees Ltd	06/2007		118.19	11.7x	n/a	n/a
Plan B Group Holdings	06/2007		77.86	10.3x	n/a	n/a
Prime Financial Group Ltd/Australia	06/2007		70.80	nmf	6.7x	5.4x
Fiducian Portfolio Services Ltd	06/2007		71.89	8.5x	n/a	n/a
MacarthurCook Ltd	06/2007		38.58	7.1x	4.5x	5.2x
Average Investment / Advisory				9.7x	8.8x	7.4x
- Excluding High and Low				9.7x	8.7x	7.4x
Real Estate Mgmnt/Services
Lend Lease Corp Ltd	06/2007		5,996.88	17.0x	9.5x	8.3x
Aspen Group	06/2007		584.46	nmf	9.8x	10.3x
Servcorp Ltd	06/2007		335.12	9.8x	6.8x	6.0x
Pelorus Property Group Ltd	06/2007		55.90	7.3x	n/a	n/a
SCV Group Ltd	06/2007	-	6.67	n/a	n/a	n/a
Average Real Estate Mgmnt/Services				11.4x	8.7x	8.2x
- Excluding High and Low				9.8x	9.5x	8.3x
Real Estate Oper/Develop
Australand Property Group	12/2006		3,706.32	nmf	12.1x	12.4x
FKP Property Group	06/2007		2,275.87	nmf	9.0x	7.8x
Peet Ltd	06/2007		787.36	12.4x	10.7x	9.6x
Cedar Woods Properties Ltd	06/2007		272.47	8.7x	n/a	n/a
APN Property Group Ltd	06/2007		112.68	4.8x	5.0x	4.1x
CP1 Ltd	06/2007		237.71	5.4x	n/a	n/a
Port Bouvard Ltd	06/2007		161.18	5.8x	n/a	n/a
Babcock & Brown Residential Land Partners Ltd	06/2007		209.64	nmf	20.7x	7.9x
Axiom Properties Ltd	06/2007		78.63	nmf	4.9x	1.0x
AHC Ltd	06/2007		37.08	20.5x	n/a	n/a
Average Real Estate Oper/Develop				9.6x	10.4x	7.2x
- Excluding High and Low				8.1x	9.2x	7.4x
Average Inv/Adv & RE Mngt/Services				10.0x	8.8x	7.6x
- Excluding High and Low				10.0x	8.7x	7.7x
- Avg CY08						8.2x

Source: Bloomberg nmf = Not meaningful; and n/a = Not available.

We note that, often these companies are not exact comparable companies and as such we attempt to find proxies with similar attributes to TPL to determine a series of relevant valuation metrics. This assists us in ensuring multiples are industry and business type relevant.

Further details on these companies are provided at Appendix 3.

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7.5 Comparable Transaction Multiples

Detailed below are multiples observed on comparable transactions operating in the property management and services sector:

				TPL
			Comparable Company Transaction		Multiples
Announce.				Consideration		EBITDA	EBITDA
Date	Target	Acquirer	Target Industry	at 100% ($m)	Notes	($m)	Multiple	Description
19/03/2008	Huntley Management Limited	Millhouse IAG	Strata Management	2.50	1	0.50	5.0x	Huntley’s was sold to interests associated with Millhouse IAG, an
								investment bank headquartered in Brisbane, for $2.5 million. Huntley’s is
								a responsible entity which provides managed investment services to
								developers and the promoters of managed investment schemes.
30/03/2007	S8 Property Trust	MFS Limited	Property Trust	152.97	2	7.60	20.1x	Merger of the two companies via MFS Ltd making an off-market takeover
								bid for all of the units in S8 Property Trust on the basis of a mixture of cash
								and assumption of debt.
4/09/2006	S8 Limited	MFS Limited	Real Estate Mgmnt /	777.24	2	65.50	11.9x	Merger of the two companies via MFS Ltd making an off-market takeover
			Services					bid for all of the shares in S8 Ltd on the basis of a mixture of stock, cash
								and assumption of debt.
21/02/2005	Everest Capital Limited	Everest Babcock & Brown Alternative	Investment Management	126.04	3	14.69	8.6x	IPO to raise capital for acquisition of 30% interest in Everest Capital
		Investment Mgt Ltd						Limited.
27/01/2005	BreakFree Limited	MFS Limited	Investment Management	248.12	3	20.00	12.4x	Merger of the two companies via MFS Ltd making an off-market takeover
								bid for all of the shares in BreakFree Ltd on the basis of three MFS Ltd
								shares for each BreakFree Ltd share.
28/05/2003	Prudential Investment Company of	FEXCO Ltd	Strata Management	29.77	3	3.20	9.3x	Acquisition of 60% of Prudential Investment Company of Australia Ltd via
	Australia Ltd							mixture of cash and assumption of debt.
AVERAGE							11.2x
AVERAGE	(Excluding High and Low)						10.5x

Source: Bloomberg

From our review of the above comparable transactions, we have identified the acquisition of Prudential Investment Company by Fexco as being particularly relevant as it conducted a strata management business, compared to the other transactions which are focussed on property management rights.

We have also reviewed and considered the multiples observed on comparable Funds Management Initial Public Offerings (“ IPO’s ”).

TPL Comparable IPO Multiples	1
Prospectus Date Market cap on Listing ($m) EV on Listing ($m) Forecast NPAT ($m) PE Ratio EV / NPAT
BT Investment Management 30-Oct-07 824 790 46 17.9x 17.2x Plan B Group Holdings 17-May-07 75 64 5 15.0x 12.8x Wilson HTM 16-May-07 191 183 15 12.7x 12.2x Platinum Asset Management 10-Apr-07 2,805 2,738 167 16.8x 16.4x Average 15.6x 14.6x Average (Excluding High & Low) 15.9x 14.6x

Based on midpoint of offer range.

Source: Bloomberg, Company Announcements & Annual Reports

EV = Enterprise Value;

PE (Price Earnings) Ratio = Market Capitalisation / NPAT

There are also other metrics specific to the strata management and real estate operations transactions which we have considered in our analysis. These include[7] :

Strata Management – Acquisitions are priced at 1.2 times to 2.0 times management fees, which is dependent on the quality of the portfolio, net churn rate, level of recoveries and overall profitability;
Real Estate Operations – Acquisitions of rent rolls are priced at between 2.0 to 3.5 times net management fee revenue on average, dependent on the quality and metrics of the rent roll being acquired.
7 These are based on WHK Horwath Corporate Finance’s experience in sale transactions for these types of assets and knowledge of other non-public transactions within these industries.

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8 Profile of Global Approach

8.1 Background

8.1.1 Introduction

Global Approach was incorporated on 11 January 1985 as Gandesa Pty Limited. It is currently a listed public company of which the Board has made a strategic decision to change its business to a property investment management services company through the acquisition of TPL.

The principal activity of Global Approach was previously online gaming with the ownership of MusicHall Casino and UK Casino Club. The Company also operated an online poker room, Beach Club Poker. These assets were divested in February and March 2007. The Company is currently not trading.

8.1.2 History & Restructure

Outlined below are the key events that occurred in the history of Global Approach.

		Global Approach
		History & Restructure
Year	Date	Milestone
1985	January	Incorporated in Western Australia as Gandesa Pty Limited.
	June	Became a public company.
	July	Changed name to Australian Metals Exchange Limited.
	November	Listed for official quotation on the ASX.
1991	November	Changed the name of the company to "Amlink Limited".
1992	June	Delisted from the ASX following a long period of suspension from trading of its
		shares.
1993	December	Carried out a settlement with existing major creditors who agreed to a "debt for
		equity" swap.
1996	November	Appointment of new board of directors.
1998	December	Relisted on ASX.
2000	June	Lodex business was vended into Ledgerworks (Australia) Pty Ltd.
	November	Sold 30% of Events business to management.
2002	July	Sold a further 20% of Events business to management for meeting profit hurdles.
2003	October	Signed heads of agreement with Global Approach under which Amlink acquired all
		the issued capital in Global Approach.
2004	March	Entered into an agreement to purchase 23% of UK Club Holdings Pty Limited
	December	Acquired the remaining 77% of UK Club Holdings Pty Limited
2006	March	Signed agreement to purchase Tusk Investment Corporation.
	November	Announced intention to reverse the Tusk acquisition.
2007	February	Acquired 91.3% of Libertas Securities Pty Ltd, a financial services company that
		holds an AFSL.
	February/ March	Disposed of gaming assets.
	July	Announced term sheet signed for acquisition of TPL
	August/September	Disposed of interest in Libertas Securities Pty Ltd
2008	January	Forwarded $142,500 to TPL of an additional $225,000 in bridging finance to allow for
		the settlement of additional strata management lots.
	February	Advised it had moved its Registered and Principal Office to Level 15, Bligh Street,
		Sydney NSW.

n/a = Not available.

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8.2 Ownership Details

At the date of this Report, Global Approach had approximately 176.26 million ordinary shares on issue. The following table sets out the top 20 shareholders in Global Approach as at 20 March 2008, which comprise approximately 58.75% of the shares in the Company.

	Global Approach
	Top 20 Shareholders as at 20/03/08
Rank	Member	Units	% of Capital
			Issued
1	Mr Alexander John Peden, Mrs Mary Louisa Peden	20,000,000	11.35
2	Berpaid Pty Ltd	15,785,000	8.96
3	Talbot Group Holdings Pty Ltd	12,742,335	7.23
4	Mr Earl Evans; Mrs Katie Alexandra Evans	6,000,000	3.41
5	Mr Alexander John Peden, Mrs Mary Louisa Peden	5,000,000	2.84
6	Removale Pty Ltd	5,000,000	2.84
7	Roscious Pty Ltd	5,000,000	2.84
8	James Canning-Ure	4,657,586	2.64
9	Chamen & Co Pty Ltd	3,000,000	1.70
10	Sayers Investments (ACT) Pty Ltd	3,000,000	1.70
11	Mr Richard Thomas Hayward Daly, Mrs Sarah Kay Daly	2,942,667	1.67
12	Beachhouse Investments Pty Ltd	2,700,000	1.53
13	Mr Brett William Johnson, Mr Matthew Donald Johnson	2,678,400	1.52
14	Fairy Security Pty Ltd	2,500,000	1.42
15	Mr Dean Lloyd Gallegos; Ms Penelope Lin Mei Szeto	2,500,000	1.42
16	Mr Phillip Dickinson, Ms Joanna Dickinson	2,000,000	1.14
17	EKE Holdings Pty Ltd	2,000,000	1.14
18	Finance Associates Pty Ltd	2,000,000	1.14
19	Lone Star Pty Ltd	2,000,000	1.14
20	Picnic Point Development Venture Pty Ltd	2,000,000	1.14
		103,505,988	58.75

Source: Global Approach Company Announcements (% of Capital Issued includes rounding to 2 dp).

Should the Proposed Transaction be approved and assuming the additional capital raising of $5 million occurs post acquisition, the pro-forma capital structure of Global Approach is set out in the table below. As Global Approach is also proposing to consolidate its share capital on the basis that every 8 existing Global Approach shares are consolidated into 1 Global Approach share, we have also displayed the pro-forma capital structure on that basis.

Global Approach	Global Approach
Pro-forma Capital Structure
	Pre Consolidation of Share Capital Post Consolidation of Share Capital
	No. of Shares (‘000s) % Held No. of Shares (‘000s) % Held
Existing Global Approach Shareholders New TPL Shareholders - Proposed Transaction Prospectus Capital Raising - Public	176,218 24.95% 22,027 24.95% 330,000 46.73% 41,250 46.73% 200,000 28.32% 25,000 28.32%
	706,218 100.00% 88,277 100.00%

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8.2.1 Board of Directors

The following table illustrates the composition of Global Approach’s Board of Directors.

	Global Approach
	Board of Directors
Director		Date Appointed
Dean Gallegos		22/08/2007
Peter Warne		26/10/2007
Michael Teys		26/10/2007

8.3 Financial History

8.3.1 Introduction

It should be noted that Global Approach has undergone a major restructure since February 2007, and as such the past financial performance of Global Approach is not indicative of its future performance. This has made any financial analysis around financial performance not relevant in assessing the value of the company. Information around the history and restructure of the company is outlined in section 8.1.2.

8.3.2 Operating Performance

Regardless of our opinion surrounding the relevance of Global Approach’s financial performance, the table hereunder outlines Global Approach’s operating performance over the past three financial years and half year to December 2007. We note that since the restructure in February 2007, the Company’s income has been limited to interest on cash balances held.

Global Approach	Global Approach
Operating Performance ($'000)
	Year Ended Year Ended Year Ended Half Year Ended
	30-Jun-05 30-Jun-06 30-Jun-07 31-Dec-07
Revenue 1 Reported EBITDA 2 Depreciation Amortisation 3 Reported EBIT	3,426 4,876 2,572 186 (47) (680) (583) (81) - - (1) - (75) (99) (1,974) -
	(122) (779) (2,558) (81)

Source: Global Approach Annual Reports and Half-Yearly report to 31 December 2007. (Includes rounding to the nearest thousand).

Notes:

Revenue : The increase in revenue for the year ended 30 June 2006 was quite significant - $1.45 million, however this would have been higher, had the “hold” revenue[8] not slowed down for the half year to June 2006 (approximately 35% lower). Reduction in revenue for the year ended 30 June 2007 and half year ended 31 December 2007 is attributable to Global Approach selling off its gaming assets, which has historically been its primary source of revenue.

8 “Hold” is how much the casino retains from players wins and losses.

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Reported EBITDA : In the year ended 30 June 2006, although Global Approach experienced an upsurge of revenue of approximately $1.45 million, this could have been higher given the increased activity had it not been for the decrease in “hold” revenue in the second half of the year (refer to Note 1). Operating expenses increased by approximately $2.11 million as a result of the increased activity and was contributed to by an increase in marketing spend as a result of the Tusk acquisition. In February / March 2007, Global Approach sold off its gaming assets, resulting in decreased activity for the year ended 30 June 2007 and minimal activity for the half year to 31 December 2007.
Amortisation : There was a significant non-recurring amortisation expense of $1.97 million incurred during the year ended 30 June 2007 relating to a write-down of investments.

8.3.3 Normalisations Adjustments

In determining the normalised operating performance of Global Approach we have made the following adjustments to the reported EBITDA.

Global Approach	Global Approach
Normalisations ($'000)
Notes	Year Ended Year Ended Year Ended Half Year Ended
	30-Jun-05 30-Jun-06 30-Jun-07 31-Dec-07
Loss on sale of two casinos and poker room 1 Correction of fundamental error 2 Write off of Tusk acquisition costs 3 Total Normalisations	- - 34 - (33) - - - - - 132 -
	(33) - 166 -

Notes:

Loss on Sales of two Casinos and Poker Room: This in relation to the disposal of online gaming assets to Tusk, in consideration for which the loans that had been provided by Tusk to the casinos and to Global Approach were forgiven.
Correction of Fundamental Error : The initial acquisition entries of Music Hall Casino were based upon draft management accounts, in which the consolidated Income Statement for the period ending 30 June 2004 overstated the loss for the period by $33,000.
Write-off of Tusk Acquisition Costs: During the year ended 30 June 2007, Global Approach acquired and reversed the acquisition of Tusk. As a result, the acquisition costs that were capitalised during the acquisition were written off upon the reversal of the acquisition.

We have also made a further adjustment in determining the normalised EBIT of Global Approach to account for the significant non-recurring amortisation expense of $1.97 million incurred during the year ended 30 June 2007 as a result of the divestment of Global Approach’s gaming subsidiaries and write-off of the associated intangible assets.

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The normalised operating performance of Global Approach is summarised below.

	Global Approach Limited	Global Approach Limited
	Operating Performance ($'000)
				Half Year
	Year Ended	Year Ended	Year Ended	Ended
	30-Jun-05	30-Jun-06	30-Jun-07	31-Dec-07
Reported EBITDA	(47)	(680)	(583)	(81)
Normalisations to EBITDA	(33)	-	166	-
Normalised EBITDA	(80)	(680)	(417)	(81)
Reported EBIT	(122)	(779)	(2,559)	(81)
Normalisations to EBITDA	(33)	-	166	-
Additional Normalisations to EBIT	-	-	1,975	-
Normalised EBIT	(155)	(779)	(418)	(81)

Source: Global Approach Annual Reports and Half-Yearly report to 31 December 2007. (Includes rounding to the nearest thousand).

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8.3.4 Cash Flows

Global Approach’s cash flows for the past three financial years and half year to 31 December 2007 are summarised below. We note that Global Approach has consistently generated negative cash flows from operations.

Global Approach Limited	Global Approach Limited
Cash Flow Summary ($'000)
Notes	30 Jun 2005 30 Jun 2006 30 Jun 2007 31 Dec 2007
Reported EBITDA from operations 1 Working capital & other adjustments Cash Flow from Operations Payment for property, plant and equipment Prepaid acquisition costs for Tusk 2 Proceeds from repayment of debt Payment for controlled entities 3 Payment for option fee 4 Proceeds from sale of controlled entity Purchase of convertible notes 5 Transaction costs from proposed acquisition of TPL 6 Cash Flow from Investing Proceeds from issue of shares 7 Transaction costs from issue of shares 7 Proceeds from borrowings 8 Option underwriting proceeds received in advance 9 Proceeds from issue of convertible notes 10 Transaction costs from issue of convertible notes 10 Cash Flow from Financing Net Increase/(Decrease) in Cash	(47) (680) (583) (81) (316) 419 41 (65)
	(364) (260) (542) (145) - (1) - - - (125) (7) - 64 102 - - (925) - (50) - - - (100) - - - - 49 - - - (1,480) - - - (238)
	(861) (24) (157) (1,669) 615 364 3,353 - (67) - (204) - - - 175 - 600 - - - - - - 5,000 - - - (100)
	1,148 364 3,323 4,900 (76) 80 2,625 3,086

Source: Global Approach Annual Reports and Half-Yearly report to 31 December 2007. (Includes rounding to the nearest thousand).

Notes:

Movement in EBITDA : Refer to Section 8.3.2 for detailed explanation of the decrease in EBITDA.
Prepaid acquisition costs for Tusk : During the year ended 30 June 2006, Global Approach prepaid significant costs in relation to the acquisition of Tusk which was effective in the year ended 30 June 2007. These costs were subsequently written down in the year ended 30 June 2007.
Payment for controlled entities : In the year ended 30 June 2005, Global Approach purchased 100% of the voting shares of UK Club Holdings Pty Limited for a cash consideration of $925,000. In the year ended 30 June 2007, GAL purchased 100% of the issued capital of Libertas Securities Pty Limited for a cash consideration of $50,000.
Payment for option fee : By 30 June 2007, Global Approach had paid an option fee of $100,000 which upon signing the Term Sheet for the acquisition of TEYS on 13 July 2007 became non-refundable.

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Purchase of convertible notes : During the half year ended 31 December 2007, Global Approach provided bridging finance to TPL in the form of convertible notes. The convertible notes have an interest rate of 8.5% p.a. calculated daily and can be converted to ordinary shares for $3.105 per share at either TPL’s or Global Approach’s option. The effective maturity date for the convertible notes is 31 May 2008 as agreed under the convertible note agreement and subsequent variations to the agreement.
Transaction costs from proposed acquisition of TPL : These costs are in relation to the Proposed Transaction.
Proceeds (and transaction costs) from issue of shares : In order to provide working capital and finance potential acquisition strategies for the year ended 30 June 2007, Global Approach raised $3,353,000 (and incurred $204,000 capital raising costs) through the issue of 111,750,000 ordinary shares which significantly improved its liquidity position.
Proceeds from borrowings : In transferring Global Approach’s original online casino and poker room interest to the Tusk Group during the year ended 30 June 2007, the Tusk Group had in return forgiven loans receivable from Global Approach of $175,000.
Option underwriting proceeds : During the year ended 30 June 2005, Global Approach entered into and agreement with Firebrand Interactive Limited (“ FIL ”) whereby FIL underwrote the 6 million of the 31 January 2006 options. The gross proceeds to be received from the exercise of these options of $600,000 was immediately paid to Global Approach by FIL.
Proceeds (and transaction costs) from issue of convertible notes : During the half year to 31 December 2007, Global Approach raised $5,000,000 through the issue of convertible notes. The convertible notes have an interest rate of 8% p.a. calculated daily and can be converted to ordinary shares for $0.04 per share at either Global’s or the lender’s option. The effective maturity date for the convertible notes is 31 March 2008 as agreed under the convertible note agreement and subsequent variations to the agreement. Commissions on the issue of the convertible notes is 2% of the note paid upon receipt (being $100,000 of transaction costs already paid) and an additional 4% upon conversion of the notes to ordinary shares. In the event that the notes are not converted to ordinary shares but instead repaid, the additional 4% is to be waived.

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8.3.5 Financial Position

The financial position of Global Approach as at 30 June 2005, 2006, 2007 and 31 December 2007 are summarised below:

Global Approach	Global Approach
Financial Position ($'000)
Notes	As at As at As at As at
	30-Jun-05 30-Jun-06 30-Jun-07 31-Dec-07
Trade Debtors 1 Creditors & Non-tax Provisions Net Working Capital Property, Plant & Equipment Intangibles 2 Other Assets 3 Other Liabilities 4 Capital Employed Cash 5 Borrowings Net Cash Shareholders' Funds	630 327 16 55 (404) (570) (45) (133)
	227 (243) (29) (79) - 1 - - 2,372 2,274 - - 65 125 100 1,818 (600) - - (5,000)
	2,065 2,157 71 (3,261) 187 267 2,890 5,977 - - - -
	187 267 2,890 5,977 2,252 2,424 2,961 2,716

Source: Global Approach Annual Reports (includes rounding) (Includes rounding to the nearest thousand)

Notes:

Trade Debtors : The balances as at 30 June 2007 and 31 December 2007 are minimal as a result of the sale of Global Approach’s gaming assets.
Intangibles: During the year ended 30 June 2007, Global Approach wrote down $1.97 million of intangible assets off the balance sheet due to the divestment of its gaming subsidiaries.
Other Assets : For the half year ended 31 December 2007, other financial assets increased by $1.48 million as a result of Global Approach providing bridging finance to TPL in the form of convertible notes. There was also an increase in Other assets of $337,665 attributable to the capitalisation of two separate transaction costs paid in relation to the issue of convertible notes ($100,000) and the proposed acquisition of TPL ($237,665).
Other Liabilities : During the year ended 30 June 2005, Global Approach received $600,000 of option underwriting proceeds in advance (refer to Section 8.3.4). This was a liability as at year end. For the half year ended 31 December 2007, other current financial liabilities increased by $5,000,000 through the issue of convertible notes (as outlined in Note 9 of Section 8.3.4).
Cash : As at 30 June 2007, Global Approach had significantly increased cash reserves due to the capital raising from the issue of shares during the year. During the financial period ended 31 December 2007, the company raised $5,000,000 through the issue of convertible notes (as outlined in Note 9 of Section 8.3.4) resulting in a further increase to cash and and cash equivalents as at 31 December 2007.

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8.4 Share Price History

Tabled below is the historical market data of Global Approach shares for the last twelve months.

Global Approach
Monthly Share Price
Share Price ($) Date Low High Last Equity Weighted Average Price ($)
	Volume
30/03/2007 0.025 0.045 0.029 0.029 30/04/2007 0.030 0.039 0.031 0.032 31/05/2007 0.030 0.046 0.044 0.044 29/06/2007 0.035 0.061 0.051 0.055 31/07/2007 0.040 0.065 0.043 0.043 31/08/2007 0.035 0.050 0.041 0.041 28/09/2007 0.034 0.044 0.034 0.034 31/10/2007 0.036 0.048 0.045 0.045 30/11/2007 0.037 0.047 0.037 0.037 31/12/2007 0.035 0.045 0.040 0.040 31/01/2008 0.025 0.040 0.027 0.027 29/02/2008 0.026 0.028 0.028 0.027	1,579,840 1,307,278 1,638,347 17,212,142 63,725,405 8,889,715 5,578,201 7,013,336 3,014,952 3,495,527 3,250,587 1,129,814

The historical share price movements and key events are also depicted in the following chart.

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----- Start of picture text -----

JUM announces to sell Announced proposed
its shareholding in GLO acquisition Of Teys.
Acquired 91.3%
of Libertas Disposed majority of
Securities. gaming assets.
as
Disposed remaining on-
line gaming assets.
----- End of picture text -----

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9 Value of Consideration & Global Approach Shares

9.1 Valuation Summary

We have assessed the consideration payable to TPL shareholders excluding an earnout under the Proposed Transaction to be in the range of $5.84 million to $6.37 million, with a midpoint of $6.11 million.

The consideration including the earnout (if audited FY2008 EBITDA of $1,525,000 is achieved) increases this range to $6.34 million to $6.87 million, with a midpoint of $6.61, million as shown in the table below. Based on our discussion with Management of TPL, we understand the likelihood of the earnout being achieved is low.

Global Approach	Global Approach
Summary of Consideration to TPL Shareholders ($'million)

	Low	High
Consideration (Earnout Not Achieved) Value of Global Approach Shares Earnout Total Consideration (Earnout Not Achieved) Midpoint	5.84 0.00	6.37 0.00
	5.84	6.37 6.11

Consideration (Earnout Achieved) Value of Global Approach Shares Earnout Total Consideration (Earnout Achieved) Midpoint	5.84 0.50	6.37 0.50
	6.34	6.87 6.61

In calculating the value of Global Approach shares, we have utilised the net tangible assets methodology and have calculated the share value to be in the range on 1.77 cents per share and 1.93 cents per share.

We have not adopted the ASX share price as a primary methodology for valuing the shares as the volume of trading over the preceding 12 months is not sufficient in number to be indicative of fair market value. In our opinion any attempt to dispose of a significant parcel of shares would result in a significant drop in individual share price as quoted on the ASX to a value similar to the net tangible asset value. This is largely due to the Company having no business and no intangible assets at the date of this Report. Further from a commercial viewpoint, a company with only liquid assets such as cash is unlikely to be worth more than the value of those assets as a willing buyer can replicate this asset at its realisable market value without having to pay a premium (except for the fact the business is ASX listed as discussed in Section 9.3.

9.2 Valuation Methodology for Global Approach Shares – Net Tangible Assets (“NTA”)

As discussed in Section 6, we have adopted the net tangible assets method as our primary methodology for assessing the value of Global Approach shares. In adopting this methodology as our primary valuation methodology we have taken into consideration that Global Approach currently has no trading operations and is actually generating losses, that Global Approach’s main assets are relatively liquid and there has been limited share trading at very low levels of liquidity.

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9.3 NTA Value of Global Approach Shares

We have adopted the financial position as at 31 December 2007. We have reviewed these balances and are of the opinion that the book value is reflective of the market value for these assets.

Global Approach	Global Approach
Valuation on NTA Basis ($'000)
	Balance as at	Pro-forma Market Value
Balance Sheet Adjusted Notes	31-Dec-07	Low High
Current Assets Bank Debtors Debtor - Convertible Note TPL 1 Other Assets Total Current Assets TOTAL ASSETS Current Liabilities Convertible Note 2 Creditors & Accruals Total Current Liabilities TOTAL LIABILITIES NET ASSETS VALUE Strategic Premium TOTAL VALUE Number of Shares on Issue ('000) Value Per Share ($)	5,977 55 1,480 338	5,977 5,977 55 55 1,480 1,480 338 338
	7,849 7,849 5,000 133	7,849 7,849 7,849 7,849 5,000 5,000 133 133
	5,133 5,133 2,716 2,716 176,258 0.0154	5,133 5,133 5,133 5,133 2,716 2,716 15% 25% 3,123 3,395 176,258 176,258 0.0177 0.0193

(Includes rounding to the nearest thousand)

Notes:

Debtor - Convertible Note TPL: This represents funds advanced to TPL to allow it to complete the acquisition of Bannergrade and Property Essentials transaction. This is repayable to Global Approach should the Proposed Transaction not proceed.
Convertible Note: This represents funds raised by Global Approach which will need to be repaid should the Proposed Transaction not proceed. If the Proposed Transaction is approved then this would convert to equity.

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In determining the total value of Global Approach shares, we have not incorporated a premium for control as we have valued the company on a net tangible asset basis. We have however incorporated a strategic premium of 15% to 25% to reflect the value that Global Approach brings to TPL, as they will be assuming control of an ASX listed shell with cash reserves to allow it to continue to fund its expansion plans and eliminates the cost and time associated with listing in its own right.

We have assessed the value of Global Approach shares to be in the range of 1.77 cents per share to 1.93 cents per share.

Under the Proposed Transaction, the TPL shareholders will be issued with 330 million Global Approach shares. Accordingly, we have assessed the total value of Global Approach shares to be issued as consideration to be between $5.84 million and $6.37 million, as shown below.

Global Approach
Value of Consideration Shares

	Low High
Value of Global Approach Shares (cents) No. of Shares to be Issued (million) Total Value of Consideration Shares *`($million)`*	1.77 1.93 330 330
	5.84 6.37

9.4 Cross Check Market Value of Shares Quoted on ASX

This methodology relies on the market price of the share reflecting all available information given to a willing buyer and a willing seller.

Market value of listed shares on the ASX is influenced by many factors. These include but are not limited to:

The value of the underlying assets of the company including intangibles;
The industry in which the company operates;
Managerial skills within the company;
Future expectations for the company; and
The prevailing market and economic conditions.

A change in these perceptions can significantly affect share value over a relatively short period. Share value is also influenced by supply and demand for the shares. Due to the relatively small volumes of shares traded this method can only be used as a crosscheck.

We note, Global Approach shares have traded above the assessed value under our primary valuation, however, due to the low volume of shares traded we are of the opinion that this is not reflective of the underlying value of Global Approach shares. In our opinion any attempt to dispose of a significant parcel of shares would result in a significant drop in value to the net tangible asset value. This is largely due to the Company having no business and no intangible assets at the date of this Report. Further from a commercial viewpoint, a company with only liquid assets such as cash is unlikely to be worth more than the value of those assets as a willing buyer can replicate this asset at the realisable market value.

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10 Profile of TPL

10.1 Background

10.1.1 Introduction

TPL is a privately owned company which was established in June 2002. It provides property investment management services specialising in strata and community title (Teys Strata), property funds management (Teys Trust) and rental property management (Teys Rentals).

TPL also assists developers and promoters to create investment products and then manages these for investors. TPL is able to do this because of the range of its qualified professionals and the licences it holds. These include lawyers, accountants, securities dealers, real estate agents and body corporate managers.

The company currently has offices in Sydney, Brisbane, Gold Coast and the Sunshine Coast.

10.1.2 History & Overview of Operations

TPL was established in Sydney, New South Wales in June 2002 to focus on property investment management and has since expanded into the growing markets of strata titled development and retirement villages.

10.1.3 Current Business Model

TPL operates across the following revenue streams:

� Teys Strata

Teys Strata specialises in strata and community titled management. It assists investors in maintaining the value of their strata investment through the provision of cleaning, other management and maintenance services. The business generates its revenues from charging management fees to each strata plan and can also receive insurance commissions from these strata plans.

At the date the initial transaction was announced, Teys Strata arm had 6,500 lots under management in offices located in Sydney, Brisbane, Gold Coast and the Sunshine Coast. Through organic growth and the completion of the acquisitions of Bannergrade, Property Essestials and the Pennisi portfolio, Teys Strata now has approximately 15,600 lots under management. It is expected that this will grow through the acquisition of further strata management businesses.

� Teys Trust / Responsible Entity Services

Property trusts are instruments that pool the cash resources of several investors to own, finance or develop property together as one. Teys Trusts specialises in forming and managing and providing responsible entity services to a diverse range of property trusts including:

Property Syndicates;
Unlisted Property Trusts;
Mortgage Trusts;
Mezzanine Finance Trusts; and
Development Trusts.

TPL currently has approximately $120 million under management.

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� Teys Rentals

Teys Rentals provides a rental property management service. It assists investors through the provision of tenant search, rent collection and body corporate management services at a competitive rate. This is currently a small part of the TPL business, however, it is expected to expand through leveraging the strata management business.

10.1.4 Corporate Structure

Depicted below is the current corporate structure of TPL.

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----- Start of picture text -----

TEYS Proprietary Ltd
A.C.N. 010 892 243
100% 100% 100% 100%
Managed
TEYS Strata Pty Ltd TEYS Legal Pty Ltd TEYS Real Estate Pty Ltd TEYS Property Funds Ltd Investment
A.C.N. 107 844 453 A.C.N. 107 445 296 A.C.N. 105 575 282 A.C.N 105 164 047 Schemes
100%
19.79%
Rosedale Village Peridon Partners Village RFA Management Pty Ltd
Management Pty Ltd Management Pty Ltd
A.C.N. 120 712 450
Heritage National Ltd Vogue Finance Ltd RFA Finance Ltd
50% 60% 60%
A.C.N. 055 709 478(Brisbane) Pty LtdTEYS Strata A.C.N. 065 207 883TEYS Strata (Gold Coast) Pty Ltd A.C.N. 111 002 790(Sunshine Coast) TEYS Strata Pty Ltd Bannergrade Pty Ltd Management Pty LtdProperty Essentials Facilities Habitat Homes Pty Ltd50% Habitat Residential Pty Ltd50%
Property
Essentials Pty
Ltd
----- End of picture text -----

Diagram: TPL Group Structure

10.1.5 Ownership Details

At the date of this report, TPL had 4,000,000 shares on issue, of which 800,000 are convertible preference shares. We have been advised that the convertible preference shares will be converted into ordinary shares on completion of the Proposed Transaction. Under the Proposed Transaction, Global Approach will acquire all these shares for the Consideration sum.

The current ownership structure of TPL is shown below:

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----- Start of picture text -----

TPL
Ownership
Shareholder % owned
Michael Teys 30.0
Michelle Teys 30.0
Capital Administration Services Pty Ltd 10.0
Peter Warne 10.0
Ian Crooks 7.5
Resort Brokers Pty Ltd 7.5
Theodorus Ruygrok 5.0
100.0
----- End of picture text -----

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10.1.6 Board of Directors

The following table details the composition of the TPL’s Board of Directors.

TPL
Board of Directors
Director	Date Appointed
Michael John Teys	27/06/1991
Peter Hastings Warne	01/02/2005
Theodorus Eduard Ruygrok	01/02/2005
Andrew Mark Donald Dyer	01/02/2005

10.1.7 Management

The key management of TPL is detailed below.

	TPL
	Management
Name		Position
Michael John Teys		Managing Director
Theodorus Eduard Ruygrok		Chief Executive Officer
Lucio Conte		Chief Financial Officer
Raymond Brennan		Chief Operating Officer

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10.2 Financial History

10.2.1 Operating Performance

The table hereunder outlines TPL’s operating performance over the years ended 30 June 2006, 2007 and half year to 31 December 2007.

TPL	TPL
Financial Performance ($'000)
Notes	Year Ended 30-Jun-06 Year Ended 30-Jun-07 6 Mths to 31-Dec-07
Revenue Strata management 1 Funds management 2 Legal services 3 Management Fees Other income 4 Total Revenue Expenses Employee costs 5 Administration expenses 6 Occupancy expenses Other 7 Total Expenses Reported EBITDA Normalisation adjustments Normalised EBITDA Normalised EBIT	1,965 1,269 1,650 2,168 3,987 1,565 324 633 414 - 45 - 278 682 -
	4,735 6,616 3,629 2,860 2,740 2,429 2,572 2,028 826 350 342 244 134 508 10
	5,916 5,618 3,509 (1,181) 998 154 - (282) 15
	(1,181) 716 169 (1,250) 633 123

Source: TPL Audited 2007 Annual Report and TPL Audited Half-Yearly Report to 31 December 2007. (Includes rounding to the nearest thousand)

Notes:

Strata Income: For the year ended 30 June 2007, this reduced due to the disposal of 50% of Teys Strata (Brisbane) Pty Ltd. During the half year to 31 December 2007, TPL acquired two strata businesses resulting in increased revenues for the period.
Funds Management : For the half year ended 31 December 2007, this reduced due to a strategy shift from the funds management business to strata management which is evident through the recent acquisitions made by TPL. However, this is expected to increase going forward.
Legal Services Income : Represents legal fees generated by Teys (Legal) entity for services performed for other Teys businesses, such as Teys Strata which are separately recoverable from clients. Legal services revenue has increased comparatively as a result of additional work completed through the strata business.

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Other income for FY2007 includes:
a. Gain from acquisition of investment in associate: $419,000;
b. Dividend revenue: $112,000; and
c. Gain on disposal of a controlled entity: $25,000.
Employee costs : For the half year to 31 December 2007, this has increased due to recent acquisitions in the strata management side of the business as well as a result of employee’s time spent working on transactions.
Administration Expenses : For the half year to 31 December 2007, this reduced mainly due to the strategy shift away from the funds management business, dissolving administration expenses relating to the funds management operations.
Other expenses for FY2007 includes:
a. Share of net losses of associates: $232,000; and
b. Loss on deconsolidation of a controlled entity: $12,000.

The following normalisation adjustments have been made to the historical financial performance of TPL.

TPL	TPL
Normalisations ($'000)
Notes	Year Ended 30-Jun-06 Year Ended 30-Jun-07 6 Mths to 31-Dec-07
Gain from acquisition of investment in associate 1 Gain on disposal of a controlled entity 2 Loss on deconsolidation of a controlled entity 3 Accounting and audit fees 4	- (419) - - (25) - - 12 15 - 150 -
	- (282) 15

Notes:

Gain from acquisition of investment in associate : This has been normalised out as it is believed to be abnormal / one-off and not earned in the course of deriving ordinary income.
Gain on disposal of a controlled entity : Believed to be abnormal / one-off and not earned in the course of deriving ordinary income and has been normalised.
Loss on deconsolidation of a controlled entity : This has been normalised out as it is believed to be abnormal / one-off and not incurred in the course of normal operations.
Accounting and audit fees : This has been normalised out as it is believed that the level of accounting and audit costs accrued in respect of the year ended 30 June 2007 were in excess of the fees that would be incurred on a normal basis going forward. These excess costs were incurred as part of the Proposed Transaction.

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10.2.2 Acquisitions Post 30 June 2007

Since 30 June 2007, TPL has completed the acquisition of two strata management business, being the Bannegrade and Property Essentials. These acquisitions were funded through a combination of existing cash reserves, additional debt facilities and the extension of the convertible note facility by Global Approach. During this period, TPL has also acquired the Pennisi Portfolio, of which TPL currently has rights to the flow of economic benefits from the lots under management under this portfolio. We note that we have taken into consideration the full year impact of these acquisitions in assessing the future earnings of TPL.

The key attributes of these acquisition are as follows:

	TPL
	Summary of Acquisitions
	Lots Under Mgt (No.) Net EBITDA Contribution ($000) Acquisition Price ($000)
Bannergrade Property Essentials Pennisi Portfolio Total	1,065 125 500 7,200 775 4,100 1,800 130 400
	10,065 1,030 5,000

10.2.3 Normalised Pro-forma FY2007 Result

Further, we note if the normalised EBITDA for the year ended 30 June 2007 million was adjusted for the businesses acquired by including the annual EBITDA contribution, then the pro-forma EBITDA of the combined business would be $1.75 million for the year ended 30 June 2007.

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10.2.4 Cash Flows

TPL’s cash flows for the past two financial years and half year to 31 December 2007 are summarised below:

TPL	TPL
Cash Flow Summary ($'000)
Notes	Year to 30 Jun 2006 Year to 30 Jun 2007 6 mths to 31 Dec 2007
Reported EBITDA from operations 1 Working capital and other adjustments Interest received Dividends received Finance costs 2 Income tax Cash Flow from Operations Purchase of plant and equipment Proceeds from sale of plant and equipment Proceeds from sale of subsidiary 3 Payment for acquisition of interest in sub 4 Loans to related parties Repayment of loans from related parties Cash Flow from Investing Proceeds from borrowings 5 Repayment of borrowings Cash Flow from Financing Net Increase/(Decrease) in Cash	(1,181) 998 120 1,097 (738) 197 16 8 2 - 112 - (174) (184) (237) (5) - -
	(247) 196 82 (101) (196) (50) 19 - - - 235 - (209) - (4,731) (137) (77) - 131 57 (111)
	(297) 19 (4,892) 3,383 717 4,695 (2,533) (778) (71)
	850 (61) 4,624 306 154 (186)

Source: TPL Audited 2007 Annual Report and TPL Audited Half-Yearly Report to 31 December 2007. (Includes rounding to the nearest thousand)

Notes:

Movement in EBITDA : EBITDA from operations improved largely for the year ended 30 June 2007 as a result on generating increased revenue from the funds management business and reducing overhead structure. Accordingly, EBITDA for the 6 months to December 2007 is down due to TPL moving away from the funds management business and dedicating time to acquisitions in the strata management industry.
Finance Costs : This has increased for the half year to 31 December 2007 due to the issue of convertible notes (as outlined in Note 9 of Section 8.3.4)
Proceeds from Sale of Subsidiary : This relates to the sale of 50% of Teys Strata (Brisbane).
Payment for acquisition of interest in sub : The amount for the half year to 31 December 2007 is due to TPL making two strategic acquisitions; Property Essentials and Bannergrade.
Proceeds from Borrowings : This is funds raised in relation to the acquisitions mentioned in Note 4.

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10.2.5 Financial Position

The financial position of TPL as at 30 June 2006, 2007 and 31 December 2007 is summarised below:

	TPL
	Balance Sheet ($'000)
Notes	As at 30 Jun 2006 As at 30 Jun 2007 As at 31 Dec 2007
Current Assets Cash and cash equivalents Trade and other receivables Other current assets Total Current Assets Non-Current Assets Trade and other receivables Investments in associates Finance Assets Plant and equipment Deferred tax assets Intangible assets 1 Total Non-Current Assets Total Assets Current Liabilities Trade and other payables Financial liabilities 2 Current tax liabilities Short-term provisions Total Current Liabilities Non-Current Liabilities Deferred tax liabilities Financial liabilities 2 Total Non-Current Liabilities Total Liabilities NET ASSETS	397 551 365 495 958 599 87 246 702
	979 1,755 1,666 80 - 511 - 261 234 - - - 429 471 539 808 617 787 775 224 5,047
	2,092 1,573 7,118 3,071 3,328 8,784 1,643 1,201 2,098 2,240 2,867 4,517 1 21 33 93 102 124
	3,977 4,191 6,772 11 7 7 565 143 3,185
	576 150 3,192 4,553 4,341 9,964 (1,482) (1,013) (1,180)

Source: TPL Audited 2007 Annual Report and TPL Audited Half-Yearly Report to 31 December 2007. (Includes rounding to the nearest thousand)

Notes:

Intangible Assets : The balance for 31 December 2007 relates largely to the goodwill acquired as a result of the acquisitions of Property Essentials and Bannergrade.
Financial Liabilities : The balance as at 31 December 2007 includes convertible notes issued by TPL to Global Approach, and debts to NAB, Peden and Macquarie Bank.

In addition to the NAB and Peden debts, further debt funding has been provided by Macquarie Bank and Global Approach to allow TPL to continue its acquisition growth strategy. We have taken the level of interest bearing debt into account when assessing the equity value of TPL as set out in Section 11.

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11 Value of TPL

11.1 Valuation Summary

WHK Horwath Corporate Finance has calculated the fair market value of 100% of the equity in TPL to be in the range of $6.71 million to $8.09 million with a midpoint of $7.40 million, as shown in the table below.

TPL
Summary Valuation ($million)
	Low	High
Enterprise Value Less: Working Capital Deficiency - (maximum level) Less: Interest Bearing Debt Equity Value Midpoint	15.15 2.00 6.44	16.53 2.00 6.44
	6.71	8.09 7.40

In determining the equity value above, we have subtracted TPL’s working capital deficiency as well as the interest bearing debt held by TPL which is being assumed under the Proposed Transaction. We have also reviewed the values calculated to the multiples paid under comparable transactions are of the view that this supports our calculation under our primary methodology.

11.2 Valuation Methodology – Capitalisation of Future Maintainable Earnings

We selected the capitalisation of future maintainable earnings as our primary valuation methodology for TPL since this business is profitable and exhibits a relatively stable level of earnings. Application of this methodology involves:

estimation of earnings (“ future maintainable earnings ”) having regard to historical and forecast operating results, non-recurring and abnormal items of income and expenditure and known factors likely to impact on operating performance;
consideration of an appropriate capitalisation multiple having regard to the market rating of comparable businesses, the extent and nature of competition, whether earnings for valuation purposes reflect historical or projected earnings, the quality of earnings, growth prospects, relative business risks and the appropriateness of a control premium;
multiplying future maintainable earnings by the capitalisation multiple to establish enterprise value; and
consideration of the existence and impact of surplus assets and liabilities and interest bearing debt to determine an equity value.

11.3 Future Maintainable Earnings

Future maintainable earnings represent the level of maintainable earnings that the existing operations could reasonably be expected to generate on a sustainable or maintainable basis or the earnings level below which, in the absence of unforeseen and exceptional circumstances, the entity’s earnings will not fall below.

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We have selected EBITDA as the appropriate measure of earnings. Utilising comparable company earnings multiples based on EBITDA are less sensitive to different financing structures, depreciation and amortisation policies (in particular the impact of amortising goodwill), and effective tax rates.

In determining future maintainable EBITDA, we have considered the pro-forma EBITDA of the combined TPL business (including Bannergrade, Property Essentials and Pennisi acquisitions) of $1.75 million for the year ended 30 June 2007 and management’s forecast for the year ended 30 June 2008. We have also assessed TPL on a standalone basis, in that any costs associated with Global Approach’s corporate/compliance structure post-acquisition have been excluded.

From our review of management’s forecast for the year ended 30 June 2008, we have made the following adjustments to reflect our assessment of maintainable future earnings at the date of this report.

TPL
Future Maintainable Earnings
Notes	*`$million`*
Original Forecast FY08 EBITDA Exclude contribution from acquisitions not contracted 1 Full year impact of acquisitions 2 Full year impact of existing business 3 Re-forecast growth in existing and acquired strata businesses 4 Re-forecast legal and rent roll revenue 5 Full year impact of staffing & overhead changes 6 Non-recurring redundancy cost 7 Future Maintainable EBITDA	1.244
	(0.064) 0.262 0.065 0.453 0.113 0.846 0.009
	2.928

Notes:

Contribution from acquisitions not contracted: We have excluded the contribution margin forecasted from acquisitions not yet contracted as the earnings attributable have a degree of uncertainty.
Full year impact of acquisitions: We have included the full year earnings impact of the Bannergrade, Property Essentials and Pennisi Portfolio acquisitions.
Full year impact of existing business: We have included the full year earnings impact of the existing business.
Growth in existing and acquired strata businesses: We have adjusted for the expected organic growth in the existing and acquired strata business as advised by management which were not included in the original forecast.
Increase in legal and rent roll revenue: This increase is based on revised management forecasts
Full year impact of staffing and overhead changes: We have adjusted for the full year impact of staffing changes made by TPL and associated overhead costs.
Non-recurring redundancy cost: This is a non-recurring item and accordingly we have adjusted its impact on future maintainable earnings.

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Accordingly, we adopted forecast EBITDA of $A2.928 million as the future maintainable level of EBITDA and applied to this a corresponding forecast EBITDA multiple.

The actual results could be greater or less than the future maintainable earnings determined as a result of changing economic conditions, Management altering strategies or competitive forces. Likewise, one-off or abnormal income or expense items could contribute to a difference between actual and forecast results and our assessment of future maintainable EBITDA.

11.4 Capitalisation Multiple

The selection of a capitalisation multiple takes into account the unique features of the company including its business profile, assessed risks, the specific characteristics of the industry within which it operates and the appropriateness of a control premium. In selecting this multiple we have reviewed the performance of selected companies that we consider comparable to TPL.

Volatility of the Current Market

Due to a number of economic conditions, the current trading environment for the basket of securities selected as being most comparable to TPL (refer to Section 7.4) have experienced significant shifts in value over the past three months. This is evidenced in the table below, which shows the EBITDA multiples based on a VWAP for the 1, 2, 3 and 6 months prior to our calculations for the Investment / Advisory Management and Real Estate Management / Services Segments.

TPL	TPL
Comparable EBITDA Multiples
	6 Month VWAP 3 Month VWAP 2 Month VWAP 1 Month VWAP
FY08 FY09 Average	11.5x 11.5x 10.3x 8.7x 9.8x 9.8x 9.0x 7.7x
	10.7x 10.7x 9.7x 8.2x

Source: Bloomberg

From our review of the comparable company trading multiples, we have concluded that the use of the EBITDA multiples based on VWAP for the 1 months prior to our calculations is the most appropriate to reflect the underlying value of the basket of securities selected due to the volatility of the current market environment. We have detailed these multiples in Section 7.4 and have selected the average forecast EBITDA multiple of 8.2 times for investment advisory and real estate operations as our base multiple.

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Adjustments

We have also considered the following adjustments to the base multiple adopted:

discount for the smaller size and lack of diversification of TPL;
discount for the key people/management risk of TPL;
discount for the risk of TPL to achieve growth forecasts and integrating the acquisitions to generate the expected levels of profitability;
discount for the lack of liquidity/marketability of TPL shares compared to those in the listed basket; and
premium for control as TPL is being acquired by Global Approach, and the control of the TPL shareholders post acquisition (and conversion of the convertible notes) will be diluted under the Proposed Transaction.

After making these adjustments we arrive at an EBITDA multiple of 5.2 times to 5.6 times on a controlling basis. We note that the transaction multiples set out in Section 7.5 and average comparable company trading multiples are well in excess of the multiple we have adopted. We are of the opinion this compensates for the risk that the forecasts are not achieved.

11.5 Calculation of Enterprise Value

We have calculated the enterprise value of TPL to be in the range of $15.15 million to $16.53 million with a midpoint of $15.84 million.

TPL	TPL
Calculation of Enterprise Value
	Low	High
Future Maintainable EBITDA (CY08) $million EBITDA Multiple (CY08) Times Enterprise Value $million Midpoint	2.93 5.2x	2.93 5.6x
	15.15	16.53 15.84

(Includes rounding)

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11.6 Surplus Assets/(Liabilities) and Interest Bearing Debt

Surplus Assets/(Liabilities)

Our review of TPL’s financial position indicates that there is a working capital deficiency of up to $2.0 million (which includes the $400,000 advance to be provided by Global Approach), which Global Approach will have to fund if the Proposed Transaction were to proceed. As such, this deficiency would need to be deducted from the enterprise value calculated above to determine an equity value of TPL. As at 31 December 2007, this deficiency was assessed to be $1.60 million.

There are no other surplus assets or liabilities.

Interest Bearing Debt

There are a number of interest bearing debts that will be assumed by Global Approach under the Proposed Transaction, which need to be deducted from the enterprise value calculated above.

TPL
Interest Bearing Debt ($million)
Peden Debt NAB Debt MBL Facility Convertible Note - Global Approach Total Interest Bearing Debt	As at
	31-Dec-07
	0.50 1.46 3.00 1.48
	6.44

11.7 Calculation of Equity Value

After making adjustments for the working capital deficiency and interest bearing debt of TPL, we have calculated the equity value of TPL to be in the range of $6.71 million to $8.09 million with a midpoint of $7.40 million.

TPL
Summary Valuation ($million)
	Low	High
Enterprise Value Less: Working Capital Deficiency Less: Interest Bearing Debt Equity Value Midpoint	15.15 2.00 6.44	16.53 2.00 6.44
	6.71	8.09 7.40

We have performed a cross check of the above valuation to comparable industry transactions in each of the business divisions and also the acquisition multiples paid by TPL on its recent acquisition, and are of the view that this supports the value calculated.

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12 Evaluation of the Proposed Transaction

12.1 The Proposed Transaction is Fair and Reasonable

12.1.1 Approach

In evaluating whether the Proposed Transaction is fair and reasonable to the non-associated shareholders of Global Approach, we have compared the value of the Consideration being paid by Global Approach with the value of TPL.

In assessing whether the Proposed Transaction is reasonable we have first considered whether the Proposed Transaction is fair. Additionally, we have compared the potential advantages and disadvantages to Global Approach shareholders should the Proposed Transaction proceed, compared to those should they not proceed, and we have determined whether the advantages outweigh the disadvantages.

12.1.2 The Proposed Transaction is Fair

We have calculated the indicative equity value of TPL to be between $6.71 million and $8.09 million, with a midpoint of $7.40 million.

Based on our discussions with Management of TPL, the likelihood of the earnout being achieved is low. On the basis that the earnout is not achieved, we have assessed the Consideration to be between $5.84 million and $6.37 million with a midpoint of $6.11 million, which is lower than the assessed indicative equity value of TPL.

On the basis that the earnout is paid, while the high point of the value range for the Consideration is above the low point of the value range of the assessed equity value of TPL, we note that under this scenario, we would expect the net working capital deficiency of TPL to be less than $2.0 million and we expect this gap to decrease and could potentially move to a point where the high point of the value range for the Consideration is below the low point of the value range of the assessed equity value of TPL

On the basis of the above, we have assessed the Proposed Transaction as being fair.

12.1.3 The Proposed Transaction is Reasonable

Under Regulatory Guide 111 if we assess the Proposed Transaction as being fair, we must also assess the Proposed Transaction as being reasonable. Notwithstanding our conclusion that the Proposed Transaction is fair, we have provided an assessment of the likely advantages and disadvantages for the shareholders of Global Approach, as set out in Section 12.2.

12.2 Assessment of Advantages and Disadvantages of the Proposed Transaction

Our assessment of the likely advantages and disadvantages of the Proposed Transaction for the shareholders of Global Approach is detailed below. It is our opinion that the advantages of the Proposed Transaction outweigh the disadvantages, further supporting our conclusion that the Proposed Transaction is fair and reasonable.

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12.2.1 Advantages to Global Approach Shareholders of the Proposed Transaction

The primary advantages to the shareholders of Global Approach in proceeding with the Proposed Transaction are as follows:

� `Proposed Transaction is fair`

Our conclusion that the Proposed Transaction is fair is an advantage to the shareholders and is one element to consider when assessing whether the Proposed Transaction is reasonable.

� `The Proposed Transaction has been negotiated on arm’s length terms`

We understand that the terms of the Proposed Transaction were developed through a series of negotiations between the parties and their advisers. Accordingly, we are of the opinion that this indicates that the terms were determined on an arm’s length basis and reflect market conditions.

� `Limited alternatives for the Company`

We have been advised there were other meaningful alternatives for Global Approach at this time, and if the Proposed Transaction did not proceed the Company would have to repay the convertible note funds raised. As there is no trading business, the Company would retain its cash position in the short to medium term, until another opportunity is identified.

New Business provides an opportunity for growth

Prior to the announcement of the Proposed Transaction, Global Approach had divested its trading businesses. It is unlikely that Global Approach could realise a value in excess of the assessed net tangible asset value of these assets due to the alternatives available. The Proposed Transaction provides a new operating business which is profitable, and may provide an opportunity for growth in the medium to long term.

� `Major Shareholder Incentive`

As the TPL shareholders are receiving 65.2% of the value of Global Approach post acquisition should the Proposed Transaction proceed, they have a vested interest in having the business as a whole succeed. Additionally the grant of options that are currently “out of the money” provide an additional incentive for TPL shareholders to continue to perform.

Global Approach is Generating Losses

Global Approach is currently earning losses and would continue to do so if the Proposed Transaction is not approved. This would further reduce the value of Global Approach shares.

12.2.2 Disadvantages to Global Approach Shareholders of the Proposed Transaction

The primary disadvantages to the shareholders of Global Approach in proceeding with the Proposed Transaction are as follows.

Dilution of interests

Upon approval of the Proposed Transaction, the existing shareholders will be diluted to 34.81% of the total shares on issue.

As the assessed value of TPL is greater than the consideration to be paid under the Proposed Transaction, we consider this mitigates the dilution effect.

� `Need for possible further capital`

Approval of the Proposed Transaction adds a profitable trading business to Global Approach’s operations and provides the immediate capital needs to fund the acquisition growth of TPL. As TPL is planning to grow through acquisition there is a possibility that additional equity may need to be raised to fund the acquisition strategy, and this would be further dilutive to the Global Approach shareholders.

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13 Qualifications, Declarations & Consents

13.1 Qualifications

WHK Horwath Corporate Finance provides corporate finance services in relation to mergers and acquisitions, capital raisings, corporate restructuring and financial matters generally. One of its activities is the preparation of company and business valuations and the provision of independent advice and expert reports concerning mergers and acquisitions, takeovers and capital reconstructions.

The executives responsible for preparing this Report on behalf of WHK Horwath Corporate Finance are Brad Higgs, B.Bus, CA, F Fin and Phil Dymock, B.Com, CA. Both have a significant number of years of experience in relevant corporate finance matters and are Representatives of WHK Horwath Corporate Finance pursuant to its Australian Financial Services Licence (Licence No. 239170) held under the Corporations Act 2001 (Cth).

13.2 Disclaimers

It is not intended that this Report be used or relied upon for any purpose other than as an expression of WHK Horwath Corporate Finance's opinion as to whether the Proposed Transaction is fair and reasonable to Global Approach shareholders. WHK Horwath Corporate Finance expressly disclaims any liability to any person who relies or purports to rely on the Report for any other purpose and to any other party who relies or purports to rely on the Report for any purpose.

This Report has been prepared by WHK Horwath Corporate Finance with care and diligence and statements and opinions given by WHK Horwath Corporate Finance in this Report are given in good faith and in the belief on reasonable grounds that such statements and opinions are correct and not misleading. However, no responsibility is accepted by WHK Horwath Corporate Finance or any of its officers or employees for errors or omissions however arising in the preparation of this Report, provided that this shall not absolve WHK Horwath Corporate Finance from liability arising from an opinion expressed recklessly or in bad faith.

13.3 Declarations

WHK Horwath Corporate Finance considers itself independent in terms of Regulatory Guide 111 issued by the ASIC.

WHK Horwath Corporate Finance will receive a fee based on time costs of approximately $50,000 (plus GST). This fee is not contingent on the outcome of the Proposed Transaction. WHK Horwath Corporate Finance will receive no other benefit for the preparation of this Report.

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Global Approach has agreed that to the extent permitted by law that it will indemnify WHK Horwath Corporate Finance employees and officers in respect of any liability suffered or incurred as a result of or arising out of the preparation of this Report. This indemnity will not apply in respect of any conduct involving negligence or wilful misconduct. Global Approach has also agreed to indemnify WHK Horwath Corporate Finance and its employees and officers for time spent and reasonable legal costs and expenses incurred in relation to any inquiry or proceeding initiated by any person except where WHK Horwath Corporate Finance or its employees and officers are found liable for or guilty of conduct involving negligence or wilful misconduct in which case WHK Horwath Corporate Finance shall bear such costs.

Advance drafts of this Report (and parts of it) were provided to Global Approach and its advisers. Certain changes were made to this Report as a result of the circulation of the draft Report. There was no alteration to the methodology, valuation of the business operations of Global Approach or TPL, conclusions or recommendations made to Global Approach shareholders as a result of issuing the drafts.

13.4 Consents

WHK Horwath Corporate Finance consents to the issuing of this Report in the form and context in which it is to be included in the Explanatory Memorandum to be sent to Global Approach shareholders. Neither the whole nor any part of this Report nor any reference thereto may be included in any other document without the prior written consent of WHK Horwath Corporate Finance as to the form and context in which it appears.

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Appendix 1 – Financial Services Guide

The Corporations Act 2001 requires WHK Horwath Corporate Finance to provide this Financial Services Guide (“ FSG ”) in connection with its preparation and provision of an Independent Expert Report which is included in the Explanatory Memorandum documentation (“ Explanatory Memorandum ”) provided to members by the Company or other entities (“ Entity ”).

The matters covered by the FSG include:

who we are and how we can be contacted;
what services and types of products we are authorised to provide to you;
how we are remunerated;
independence; and
complaints handling.

`WHK Horwath Corporate Finance & Contacts`

WHK Horwath Corporate Finance carries on business at Level 1, 120 Sussex Street, Sydney NSW 2000. WHK Horwath Corporate Finance holds an Australian Financial Services Licence (No. 239170).

`Services`

We are authorised to:

provide financial product advice for securities; and
deal in a financial product by applying for, acquiring, varying or disposing of a financial product on behalf of another person in respect of securities to wholesale and retail clients.

WHK Horwath Corporate Finance does not provide any personal retail financial product advice to retail investors nor does it provide market-related advice to retail investors.

For the specific purposes of preparing and providing the Independent Expert Report WHK Horwath Corporate Finance has not and does not accept instructions from retail clients, and has not and will not receive any remuneration from retail clients.

`Remuneration`

When providing reports, WHK Horwath Corporate Finance’s client is the Entity to which it provides the report. WHK Horwath Corporate Finance receives its remuneration from the Entity. In respect of the Report for Global Approach, WHK Horwath Corporate Finance will receive a fixed fee plus reimbursement of out-of-pocket expenses for the preparation of the Report.

No related body corporate of WHK Horwath Corporate Finance, or any of the officers or employees of WHK Horwath Corporate Finance 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.

`Independence`

WHK Horwath Corporate Finance 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 Regulatory Guide 111 issued by the ASIC.

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The following information in relation to the independence of WHK Horwath Corporate Finance is stated in Section 13.3 of the Report:

“WHK Horwath Corporate Finance does not have at the date of this Report nor has had any shareholding in or other relationship with Global Approach or TPL that could reasonably be regarded as being capable of affecting its ability to provide an unbiased opinion in relation to the Proposed Transaction. WHK Horwath Corporate Finance had no part in the formulation of the Proposed Transaction. Its only role has been the preparation of this Report.

WHK Horwath Corporate Finance considers itself independent in terms of Regulatory Guide 111 issued by ASIC.

WHK Horwath Corporate Finance will receive a fee based on time costs of approximately $50,000 for the preparation of this Report. This fee is not contingent on the outcome of the Proposed Transaction. WHK Horwath Corporate Finance will receive no other benefit for the preparation of this Report.”

`Complaints Handling`

WHK Horwath Corporate Finance has internal complaints-handling mechanisms and is a member of the Financial Industry Complaints Services’ Complaints Handling Tribunal (No. F3823).

WHK Horwath Corporate Finance is only responsible for the Report and this FSG. Complaints or questions about the Explanatory Memorandum should not be directed to WHK Horwath Corporate Finance which is not responsible for that document. WHK Horwath Corporate Finance will not respond in any way that might involve any provision of financial product advice to any retail investor.

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Appendix 2 – Sources of Information

Sources of information include but are not limited to:

Term Sheet for the proposed acquisition of TPL by Global Approach;
Revised acquisition terms for the proposed acquisition of TPL by Global Approach;
Global Approach ASX Announcements;
TPL Corporate Structure Presentation - June 2007;
TPL audited financial statements for the year ended 30 June 2007 and supporting documents;
TPL audited financial statements for the half year ended 31 December 2007 and supporting documents;
TPL divisional financial information for the year ended 30 June 2007;
Details of acquisitions made by TPL during 2007, including supporting financial information gathered on each target during acquisition due diligence;
Forecasts for TPL for the year ending 30 June 2008, and high level summary projection thereafter;
Global Approach audited financial statements for the year ended 30 June 2005, 2006 and 2007 and half year to 31 December 2007;
Global Approach management financial statements for the period to 31 December 2007;
Global Approach Independent Expert Report in respect of the proposed acquisition of the issued share capital in Tusk Investments Corporation;
The Global Approach website, http://www.globalapproach.com.au/
The TPL website, http://www.teys.com.au/; and
Discussions with Management and Directors of Global Approach and TPL.

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Appendix 3 – Comparative Company Descriptions

Investment / Advisory Management

`Platinum Asset Management Limited`

Platinum Asset Management Limited is a fund management company. The Company specialises in global equities.

`Australian Wealth Management Limited`

Australian Wealth Management Limited (AWM), through its subsidiaries, provides wealth management services and advisory services. The Company's services include master trust, financial planning, brokerage, and investment research. AWM also offers trustee, superannuation, and investment administration services.

`City Pacific Limited`

City Pacific Limited is a funds and investment management company operating in Australia. The Company is a licensed securities dealer which focuses on lending against mortgage backed securities and also is involved in property development and short-term lending.

`HFA Holdings Limited`

HFA Holdings Limited is a specialist funds management company. The Company provides absolute fund products to retail, wholesale, and institutional investors throughout Australia.

`Everest Babcock & Brown Limited`

Everest Babcock & Brown Limited is an absolute return investment fund manager. The Company manages a number of absolute return funds and funds that invest directly in subordinated debt and equity co-investments. Everest Babcock & Brown is not associated or affiliated with the Bermudabased Everest Capital.

`Hunter Hall International Limited`

Hunter Hall International Limited is an ethical fund manager whose investment policy restricts investment in companies involved in activities such as tobacco, armaments, gambling, destruction of the environment or cruelty to animals.

`Trust Company Limited`

Trust Company Limited is a corporate trustee for unit trusts, property trusts, debenture and note issues, executor and trustee under wills, trustee of discretionary and testamentary trusts, trustee of perpetual charitable trusts, agent or power of attorney to manage investment portfolios, financial and retirement planning, first mortgage lending and common fund investments.

`Treasury Group Limited`

Treasury Group Limited is an Australian investment and funds management company. The Company is developing a wholesale funds management service.

`Wilson HTM Investment Group`

Wilson HTM Investment Group is a national investment and advisory group for the private and corporate markets.

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`Equity Trustees Limited`

Equity Trustees Limited provides personal trust and financial services to customers in Australia. Services include will and estate planning, trustee for settlements, financial guardian, investment and property management and fund investments. Other services provided by the company include income tax services, short term share trading and mortgage loans and investments.

`Tasmanian Perpetual Trustees Limited`

Tasmanian Perpetual Trustees Limited provides executorship and trustee services. The services include wills, power of attorney, estate planning, family settlements, agents and nominee, corporate trusteeship, common fund investments, mortgage loans, accounting and taxation, portfolio investment and management and safe custody facilities.

`Plan B Group Holdings Ltd`

Plan B Group Holdings Ltd offers wealth management services. The Company is a fee-based financial advisory firm. Plan B operates in Australia and New Zealand.

`Prime Financial Group Limited`

Prime Financial Group Limited is a diversified financial services and advisory company. The company provides financial advice, funds management, corporate advisory and finance.

`Fiducian Portfolio Services Limited`

Fiducian Portfolio Services Limited supplies a variety of services in the areas of funds management, client administration, and financial planning. The Group provides investment product research, technical research strategies, and asset allocation software.

`MacarthurCook Limited`

MacarthurCook Limited is a property and funds management company. The company provides property investment management such as mortgages and investment funds. The property advisory services include provision of services to third parties in property acquisitions and divestments, equity underwriting, structured finance, property analysis, debt structuring and property development.

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Real Estate Management / Services

`Lend Lease Corporation Limited`

Lend Lease Corporation Limited provides real estate project management, project design, project financing and construction services along with property development. The Company also provides real estate investment management services and serves clients that invest in real estate equity or debt. The Group also services commercial real estate loans.

`Aspen Group`

Aspen Group is a property company specializing in the investment, ownership and management of high yielding commercial properties including tourism and caravan parks. The Group also provides fund management services.

`Servcorp Limited`

Servcorp Limited provides contracted serviced offices and virtual office services to clients throughout Australia, New Zealand, Asia and Europe. Serviced offices provide services ranging from secretarial services to office facilities management while virtual office services allow clients to work from anywhere with the same facilities and infrastructure.

`Pelorus Property Group Ltd`

Pelorus Property Group Ltd offers retail property management, leasing, consulting, and structured finance services, and manages funds.

`SCV Group Limited`

SCV Group Limited is a real estate development and management company that focuses on the development and management of long-term rental accommodations and communities for seniors in Australia.

Real Estate Operator / Developer

`Australand Property Group`

Australand Property Group is a residential land development and housing development company in Australia. The Group's activities include the development of residential, integrated housing and land projects, large scale land properties and commercial/industrial properties and property investment.

`FKP Property Group`

FKP Property Group's activities include the development for resale of land subdivision, residential and commercial property along with commercial and residential building and construction. The company also develops and manages retirement villages and invests in and manages office and commercial properties along with providing funds management and other property services.

`Peet Limited`

Peet Limited is a property development company that focuses on the residential housing sector. The Company is also involved with asset management, funds management, land syndication, capital raising and underwriting.

`Cedar Woods Properties Limited`

Cedar Woods Properties Limited is a real estate development company for residential housing as well as industrial and commercial projects in Australia.

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`APN Property Group Limited`

APN Property Group Limited is a fully integrated property company. The Company specialises in the management of property funds, including both direct property funds and property securities funds.

`CP1 Limited`

CP1 Limited activities include property development, financial services, consumer lending and commercial land management industries.

`Port Bouvard Limited`

Port Bouvard Limited is involved in property development and the sale of residential land. The company's primary project is Port Bouvard near Mandurah, Western Australia. The company also operates the Port Bouvard Marina and has real estate operations.

`Babcock & Brown Residential Land Partners Limited`

Babcock & Brown Residential Land Partners Limited invests in and develops residential properties in Australia.

`Axiom Properties Limited`

Axiom Properties Limited is a property investment and development company focusing primarily on developing vacant residential land for resale.

`AHC Limited`

AHC Limited is a property development and resale company. The Company is also involved in investment property leasing and rental operations.

AI assistant

CORE ENERGY MINERALS LTD — Proxy Solicitation & Information Statement 2008

64702_rns_2008-04-21_6625dc74-949f-4db6-adb8-ef0b55caa3a1.pdf

GLOBAL APPROACH LIMITED

Re: Notice of Meeting and Independent Experts Report

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AGENDA

ORDINARY BUSINESS

RESOLUTION 2 – CHANGE IN ACTIVITIES

RESOLUTION 3 – ISSUE OF SHARES UNDER ACQUISITION AGREEMENT

NOTES

VOTING EXCLUSION STATEMENT

RESOLUTION 4 – ISSUE OF FULLY PAID SHARES UNDER PROSPECTUS

VOTING EXCLUSION STATEMENT

RESOLUTION 6 – APPROVAL OF DIRECTORS AND EXECUTIVES SHARE OPTION PLAN

VOTING EXCLUSION STATEMENT

SPECIAL BUSINESS

GENERAL BUSINESS

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1. INTRODUCTION

2. RESOLUTION 1 - NON-EXECUTIVE DIRECTORS' REMUNERATION

Introduction

3.1 Teys Proprietary Limited

General Description

Strata Management Business

Responsible Entity Services – Strata Developers

3.3 Teys Current Financials and Forecast Information

3.5 Summary of Due Diligence Enquiries

3.6 Summary of TPL Convertible Note Agreements

Acquisitions Note

Working Capital Note

3.7 Regulatory Requirements

RESOLUTION 2 – CHANGE IN ACTIVITIES

Listing Rule 7.1

Chapter 2E of the Corporations Act

Further Information for Shareholders

(b) Future Intentions

(c) Related Party Transactions:

Related Party Vendors

Mrs Michelle Teys

Mr Michael Teys

Mr Peter Warne

Non Related Party Vendors

Mr Theo Ruygrok

(f) Valuation

Opportunity Costs

Taxation Consequences

Dilutionary Effect

4. RESOLUTION 4 – ISSUES OF FULLY PAID SHARES UNDER PROSPECTUS

4.2 Regulatory Requirements

Listing Rule 7.1

5.2 Fractional Entitlements

5.3 Effect on Shareholdings

6.1 Introduction

6.2 Background

6.3 Listing Rules

6.4 Information for shareholders

Where:

7.2 Listing Rule 10.14

7.3 Chapter 2E of the Corporations Act

8. RESOLUTION 10 - CHANGE OF COMPANY NAME

9. ADDITIONAL INFORMATION

Shares

Options

Balance Sheet

1. Introduction

2. Significant Accounting Policies

a) Basis of preparation

(i) Subsidiaries

(ii) Associates

c) Business combinations

GLO’s purchase of TPL

d) Taxation

e) Impairment of assets

f) Leases

g) Cash and cash equivalents

CORE ENERGY MINERALS LTD Proxy Solicitation & Information Statement 2008

��

��

��

��

`AGENDA`

`ORDINARY BUSINESS`

`RESOLUTION 2 – CHANGE IN ACTIVITIES`

`RESOLUTION 3 – ISSUE OF SHARES UNDER ACQUISITION AGREEMENT`

`NOTES`

`VOTING EXCLUSION STATEMENT`

`RESOLUTION 4 – ISSUE OF FULLY PAID SHARES UNDER PROSPECTUS`

`VOTING EXCLUSION STATEMENT`

`RESOLUTION 6 – APPROVAL OF DIRECTORS AND EXECUTIVES SHARE OPTION PLAN`

`VOTING EXCLUSION STATEMENT`

`SPECIAL BUSINESS`

`GENERAL BUSINESS`

��

��

`1. INTRODUCTION`

`2. RESOLUTION 1 - NON-EXECUTIVE DIRECTORS' REMUNERATION`

`Introduction`

`3.1 Teys Proprietary Limited`

`General Description`

`3.3 Teys Current Financials and Forecast Information`

`3.5 Summary of Due Diligence Enquiries`

`3.6 Summary of TPL Convertible Note Agreements`

`Acquisitions Note`

`Working Capital Note`

`3.7 Regulatory Requirements`

`RESOLUTION 2 – CHANGE IN ACTIVITIES`

`(b) Future Intentions`

`(c) Related Party Transactions:`

`(f) Valuation`

`4. RESOLUTION 4 – ISSUES OF FULLY PAID SHARES UNDER PROSPECTUS`

`4.2 Regulatory Requirements`

`5.2 Fractional Entitlements`

`5.3 Effect on Shareholdings`

`6.1 Introduction`

`6.2 Background`

`6.3 Listing Rules`

`6.4 Information for shareholders`

`Where:`

`7.2 Listing Rule 10.14`

`7.3 Chapter 2E of the Corporations Act`

`8. RESOLUTION 10 - CHANGE OF COMPANY NAME`

`9. ADDITIONAL INFORMATION`

`1. Introduction`

`2. Significant Accounting Policies`

`a) Basis of preparation`

`c) Business combinations`

`d) Taxation`

`e) Impairment of assets`

`f) Leases`

`g) Cash and cash equivalents`

`h) Trade receivables`

`i) Financial assets and liabilities`

`Recognition`

`Impairment`

`j) Property, plant and equipment`

`k) Goodwill`

`l) Trade and other payables`

`m) Provisions`

`n) Employee benefits`

`o) Issued capital`

`p) Convertible notes`

`q) Goods and Services Tax (GST)`

`3. Pro-forma transactions and underlying assumptions`

`10. INTERPRETATION`

`-oo0oo-`

��

`ANNEXURE A`

`DIRECTORS’ AND EXECUTIVE OFFICERS' SHARE OPTION PLAN EXPLANATORY MEMORANDUM`

`SUMMARY OF TERMS AND CONDITIONS OF THE PLAN`