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ECS BOTANICS HOLDINGS LTD M&A Activity 2007

Dec 9, 2007

64818_rns_2007-12-09_ecbc45c3-b9e0-43e2-9cae-201a8a94c6c8.pdf

M&A Activity

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ASX Release December 10, 2007

Mobi Limited ACN 009 805 298 (ASX:MBI)

Acquisition of AK Communications (Australia)

Melbourne, Australia

  • Heads of Agreement signed to purchase Sydney based AK Communications (Australia)

  • Anticipated annual earnings (EBIT) of $500,000 being cash and income accretive to Mobi in first year

  • Total consideration $2.1 million (approximately 4 times EBIT)

  • Over 90% of consideration in script and tied to performance

  • Complementary to existing subsidiaries, Sholl Communications and OneNetwork, providing increased presence in NSW

The Board of Directors of Mobi Ltd (‘Mobi’ or ‘the Company’) is pleased to announce that it has reached terms to acquire phone system and communications specialist AK Communications (Australia) Pty Ltd (‘AKC’). The total consideration for the purchase is $2.1 million with approximately 30% of the consideration tied to actual performance. Mobi is seeking to complete the acquisition by January 2008. Summary of the terms are contained throughout this release.

The acquisition further strengthens Mobi’s earnings and market coverage. By acquiring an entity in Sydney, Mobi will continue to grow its phone system sales in NSW whilst also solidifying the growth of its OneNetwork subsidiary in that state.

The consideration for the purchase is consistent with Mobi’s goals of acquiring cash and earnings positive business. The vendor’s interests are totally aligned with those of Mobi shareholders as a positive contribution by AKC will support Mobi’s value.

AKC is a full service communications company providing cost effective voice, data and internet solutions selling both new and used phone systems to businesses. AKC has had a close relationship with Sholl Communications, as licensee for several years. AKC is currently performing profitably and has annualised revenue of approximately $1.5 million and EBIT of $500,000. Andrew Bauer, the owner of AKC has been in the industry for over 20 years and will remain with the business to focus on its growth and report to Mobi’s CEO (Michael Abela).

The material terms of the acquisition include:

  1. Mobi will purchase AKC (including stock on hand) for a total of $2.1 million. The consideration for AKC will be paid as follows:

    • a. $1.37 million of Mobi Limited shares (at a share price of 12.5 cents) or 10,960,000 shares

    • b. $130,000 in cash

Mobi Limited ABN 98 009 805 298 114-118 Miller Street, West Melbourne, VIC 3003 PO Box 162, South Melbourne VIC 3205 t: 1300 761 322 f: (03) 9320 6001

  • c. The remainder of 4,800,000 shares (valued at 12.5 cents each or $600,000) to be paid when the business reaches $500,000 earnings (EBIT) for any consecutive 12 month period
  1. A bonus of $100,000 of Mobi shares (at the prevailing market price) to be awarded for each $100,000 over the $500,000 EBIT target achieved in the first two years after acquisition.

  2. Andrew Bauer to be locked in for at least 2 years with further non-compete restrictions beyond this.

  3. 80% of script to be held in voluntary escrow for at least 12 months.

The acquisition does not require shareholder approval. Completion is subject to formal due diligence and is anticipated to be finalised by early 2008.

Yours faithfully,

Justyn Stedwell Company Secretary On behalf of the Board of Directors Mobi Limited