ENECO REFRESH LTD — Capital/Financing Update 2009

May 28, 2009

Refresh Group Limited ( ACN 079 681 244) 17 Denninup Way, Malaga WA 6090 Tel: (08) 9248 3006 Fax: (08) 9248 7233 Email: info@refreshgroup.com.au Website: www.refreshgroup.com.au

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29 May 2009

ASX Announcement

(ASX:RGP)

Fully Underwritten Rights Issue

Refresh Group Limited (Refresh) invites shareholders to participate in a rights issue to raise $1 million through the issue of 22 million new shares.

Shareholders are entitled to take up one new share for every two shares registered as at 5.00 pm on 16 June 2009 at an issue price of 5 cents per share. Every new share comes with a free option exercisable at 10 cents each on or before 7 July 2010. The offer is non-renounceable and accordingly, there will be no trading of the rights.

This rights issue is fully underwritten by Asia Pacific Links (BVI) Pty Ltd (APL). The Board plans to invite Dr Anthony Soh, who is a director of APL, and Mr Boon Kheng Ong to join us as non-executive directors upon completion of the offer. Dr Soh and Mr Ong have many years of experience as directors of public listed companies, including as Chief Executive Officers.

Funds raised from the offer will enable Refresh to increase the range of water purification equipment it currently markets. We are pleased to announce that Refresh has been appointed Australian distributors of AirQua International Pte Ltd, Singapore and Woongjin Coway Co Ltd, Korea. Their products can be seen on www.airqua.com and www.coway.com respectively.

Details of the offer are found in the enclosed Prospectus. Shareholders are encouraged to read it and consider participating in the rights issue.

For more information, please contact:

Henry Heng Executive Chairman

henry@refreshwater.com.au

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Distributor of:

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PREC SION
DESIGN & MANUFACTURING
and Manufacturing - CNC Punching & Bending''Specializing in Custom Sheet Metal Design
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Refresh Waters Pty Ltd (ACN 115 000 318)

Perth - 17 Denninup Way, Malaga, WA 6090 T: (08) 92487222 F: (08) 92487233 E: perth@refreshwater.com.au Kalgoorlie – 33/46 Great Eastern Hy, Kalgoorlie WA 6430 T: (08) 90222266 F: (08) 90224468 E: kalgoorlie@refreshwater.com.au Melbourne – 14 Bando Rd, Springvale Vic 3171 T: (03) 95623877 F: (03) 95623177 E: melbourne@refreshwater.com.au Sydney – 3 Salisbury St, Silverwater, NSW 2128 T: (02) 97484200 F: (02) 97484366 E: sydney@refreshwater.com.au Refresh Waters Queensland Pty Ltd (ACN 095 451 406) Brisbane – 120 Mica Street, Carole Park, Qld 4300 T: (07) 32711251 F: (07) 38793019 E: brisbane@refreshwater.com.au Toowoomba – 600 Boundary St, Toowoomba Qld 4350 T: (07) 46590400 F: (07) 46590411 E: toowoomba@refreshwater.com.au

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PROSPECTUS

RIGHTS ISSUE

A non-renounceable rights issue of one (1) New Share for every two (2) Shares held as at 16 June 2009 at an issue price of at 5 cents per New Share

together with

one (1) attached free New Option for every New Share, exercisable at 10 cents each on or before 7 July 2010

The Offer opens on 22 June 2009 and closes at 5.00 pm WST on 7 July 2009

Fully Underwritten by

Asia Pacific Links (BVI) Pty Ltd (ACN 136 722 908)

Important Notice

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the New Shares being offered under this Prospectus or any other matter, you should consult your stockbroker, accountant or other professional adviser.

An investment in Securities offered under this Prospectus should be considered as speculative.

Refresh Group Ltd

ABN 28 079 681 244

CONTENTS

1.	Summary of Important Dates and important Notes 2
2.	Corporate Directory 4
3.	Chairman's Letter 5
4.	Details of the Issue 6
5.	Actions required by Shareholders 10
6.	Purpose and Effect of the Issue 11
7.	Rights and Liabilities Attaching to New Shares 16
8.	Risk Factors 19
9.	Additional Information 20
10.	Glossary 27
Entitlement and Acceptance Form

Refresh Group Ltd

Page 1

1. SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES

Announcement of Offer	29 May 2009
Application to ASX for Official Quotation of the New Shares	29 May 2009
Lodgement of Prospectus with ASIC	29 May 2009
Letter sent to shareholders containing details of the timetable and statement that
the Prospectus and Appendix 3B has been lodged with ASX.	2 June 2009
Ex-date	10 June 2009
Record Date	16 June 2009
Despatch of Prospectus and Offer opens for receipt of Applications	22 June 2009
Closing Date for Applications	7 July 2009
Trading commences on a deferred settlement basis	8 July 2009
ASX notified of under-subscriptions	10 July 2009
Holding statements for New Shares despatched	15 July 2009

These dates are indicative only and subject to change. The Company, in conjunction with the Underwriter, reserves the right, subject to the Corporations Act and the ASX Listing Rules to vary the above dates.

IMPORTANT NOTES

Shareholders should read this document in its entirety and, if in doubt, should consult their professional advisers.

This Prospectus is dated 29 May 2009 and a copy of this Prospectus was lodged with the ASlC on that date. The ASlC and ASX take no responsibility for the content of this Prospectus.

No securities will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

The Company will apply to ASX for Official Quotation of the New Shares.

This Prospectus does not constitute an offer in any place in which or to any person to whom it would not be lawful to make such an offer.

Applications for New Shares offered pursuant to this Prospectus can only be submitted on an original Entitlement and Acceptance Form which accompanies this Prospectus.

No person is authorised to give information or to make any representation in connection with this Prospectus which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

This Prospectus including each of the documents attached to it and which form part of this Prospectus is important and should be read in its entirety prior to making an investment decision. If you do not fully understand this Prospectus or are in any doubt as to how to deal with it, you should consult your professional adviser. In particular, it is important that you consider the risk factors (see section 8 of this Prospectus) that could affect the performance of the Company before making an investment decision.

Refresh Group Ltd

Page 2

Some words and expressions used in this Prospectus have defined meanings which are explained in section 10.

ELECTRONIC PROSPECTUS

A copy of the Prospectus can be downloaded from the Company website at www.refreshgroup.com.au or the ASX website at www.asx.com.au. Any person accessing the electronic version of the Prospectus for the purposes of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person the Entitlement and Acceptance Form unless it is attached to a hard copy of the Prospectus or it accompanies the complete and unaltered version of the Prospectus. Any person may obtain a hard copy of the Prospectus free of charge by contacting the Company or the Underwriter.

Refresh Group Ltd

Page 3

2. CORPORATE DIRECTORY

BOARD OF DIRECTORS

Henry Heng Executive Chairman Edmund Teo Non-Executive Director Alan Ong Independent, Non-Executive Director

COMPANY SECRETARY

Andrew Chong

REGISTERED OFFICE AND HEAD OFFICE

17 Denninup Way, Malaga WA 6090 Telephone: (08) 9248 3006 Facsimile: (08) 9248 7233 Email: info@refreshgroup.com.au Website: www.refreshgroup.com.au

OTHER OPERATING LOCATIONS

New South Wales – Sydney 3 Salisbury Street, Silverwater NSW 2128 Telephone: (02) 9748 4200 Facsimile: (02) 9748 4366 Email: sydney@refreshwater.com.au

Victoria – Melbourne

14 Bando Road, Springvale VIC 317 Telephone: (03) 9562 3877 Facsimile: (03) 9562 3177 Email: melbourne@refreshwater.com.au

Queensland – Brisbane 120 Mica Street, Carole Park QLD 4300 Telephone: (07) 3271 1251 Facsimile: (07) 3879 3019 Email: brisbane@refreshwater.com.au

Queensland – Toowoomba

600 Boundary Street, Toowoomba QLD 4350 Telephone: (07) 4659 0400 Facsimile: (07) 4659 0411 Email: toowoomba@refreshwater.com.au

Western Australia – Kalgoorlie

33/46 Great Eastern Highway, Kalgoorlie WA 6430 Telephone: (08) 9022 2266 Facsimile: (08) 9022 4468 Email: kalgoorlie@refreshwater.com.au

SOLICITORS

Wojtowicz Kelly Legal Level 2, 11 Mounts Bay Road, Perth WA 6000

AUDITORS

Grant Thornton WA Partnership Level 1, 10 Kings Park Road, West Perth WA 6005

SHARE REGISTRY

Computershare Investor Services Pty Ltd Level 2, 45 St Georges Terrace, Perth WA 6000 Tel 1300 557 010

Refresh Group Ltd

Page 4

3. CHAIRMAN’S LETTER

Dear Shareholders

Despite the economic slowdown, Refresh has achieved a strong organic growth of 18% per annum over the previous comparative period. Forecasted revenue this financial year is $6 million against $2.3 million for the financial year ending June 2005 when the Company was first listed. This investment in growth resulted in a drain on our finances and our continued growth can only be sustained by the infusion of additional funds.

The Board has not gone to shareholders for funds because initially, it was too soon after the listing and then came the global financial crisis which badly affected our economy and the stock market. It is now more than 3 years since we were listed. Confidence in the stock market has improved recently. As such, the Board felt that it is time to boost our finances so that we could achieve a much faster growth.

Refresh has been marketing water purification equipment. We plan to aggressively grow this profitable revenue stream. We have been appointed Australian distributors by two companies who are leaders in their respective fields – AirQua International Pte Ltd, Singapore and Woongjin Coway Co Ltd, Korea. More details are provided in section 6.1 Purpose and Effect of the Issue.

The Offer allows shareholders to share in the continued growth at Refresh. In addition to your entitlement of one New Share for every two Shares currently held by you, a free option is attached to buy Refresh shares at 10 cents any time before 10 July 2010. To ensure we raise the $1,109,031 under this Offer, the Company has signed an Underwriting Agreement with Asia Pacific Links (BVI) Pty Ltd. As the Offer is fully underwritten, Asia Pacific Links would subscribe for all Shortfalls in the Offer.

Upon successful completion of the Offer, the Board plans to invite Dr Anthony Soh and Mr Boon Kheng Ong to join the Board as non-executive directors. Dr Soh and Mr Ong have many years of experience as directors of public listed companies, including as Chief Executive Officers. Their management expertise, experiences and wide market networks will contribute to Refresh in many ways. Their profiles are outlined in section 9.11 Proposed Appointment of New Directors.

You are encouraged to read this Prospectus and the accompanying Entitlement and Acceptance Form in its entirety. If you have any query in relation to the issue, please ring the Company on (08) 9248 3006 or consult your stockbroker or professional adviser.

Yours Sincerely,

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Henry Heng Executive Chairman

Refresh Group Ltd

Page 5

4 DETAILS OF THE ISSUE

4.1 Introduction

The Company is offering Eligible Shareholders the opportunity to participate in a non-renounceable Rights Issue of up to 22,180,616 New Shares on the basis of 1 New Share for every 2 Existing Shares held at the Record Date, at an issue price of 5 cents per New Share to raise up to $1,109,031 before Issue costs. Each New Share has one (1) attached free New Option, exercisable at 10 cents each on or before 7 July 2010.

4.2 Underwriting

The Issue is fully underwritten by Asia Pacific Links (BVI) Pty Ltd (ACN 136 722 908). A summary of the underwriting agreement is set out in section 9.2 of the Prospectus. A summary of the effect of the underwriting arrangements on the control of the Company is set out in section 6.5.

4.3 Timetable for the Issue

Announcement of Offer	29 May 2009
Application to ASX for Official Quotation of the New Shares	29 May 2009
Lodgement of Prospectus with ASIC	29 May 2009
Letter sent to shareholders containing details of the timetable and statement that
the Prospectus and Appendix 3B has been lodged with ASX	2 June 2009
Ex-date	10 June 2009
Record Date	16 June 2009
Despatch of Prospectus and Offer opens for receipt of Applications	22 June 2009
Closing Date for Applications	7 July 2009
Trading commences on a deferred settlement basis	8 July 2009
ASX notified of under-subscriptions	10 July 2009
Holding statements for New Shares despatched	15 July 2009

The Company, in conjunction with the Underwriter, reserves the right to vary the above dates, subject to the Corporations Act and the ASX Listing Rules.

4.4 Entitlements to the Rights Issue

Eligible Shareholders who are on the Company's share register at close of business on the Record Date, being 5.00 pm WST on 16 June 2009 will be entitled to acquire 1 New Share for every 2 Existing Shares held, at an issue price of 5 cents per New Share. Each New Share has one (1) attached free New Option, exercisable at 10 cents each on or before 7 July 2010.

Fractional Entitlements will be rounded up to the nearest whole number of New Shares. For this purpose, holdings in the same name are aggregated for calculation of Entitlements. If the Company considers that holdings have been split to take advantage of rounding, the Company reserves the right to aggregate holdings held by associated Eligible Shareholders for the purposes of calculating Entitlements.

An Entitlement and Acceptance Form setting out your Entitlement to New Shares accompanies this Prospectus.

4.5 Issue Amount and Minimum Subscription

A total of 22,180,616 New Shares are to be issued pursuant to this Prospectus at an issue price of 5 cents

Refresh Group Ltd

Page 6

per New Share to raise up to $1,109,031 before the costs of the Issue.

There is no minimum subscription to be raised under this Prospectus as the Issue is being fully underwritten by Asia Pacific Links (BVI) Pty Ltd (ACN 136 722 908).

4.6 No Rights Trading

The Rights to the New Shares pursuant to the entitlements issue are non-renounceable. Accordingly, there will be no trading of these Rights. If you do not take up your entitlement, the offer will lapse and the New Shares will be dealt with by the Underwriter.

4.7 Acceptances and Entitlements

This offer may be accepted in whole or in part prior to the Closing Date subject to the rights of the Company and the Underwriter to extend the offer period or close the offer early.

Fractional entitlements or allocations (as the case may be) to Shares will be rounded up to the nearest whole number.

Instructions for completion of the acceptance of your Entitlement are set out on the Entitlement and Acceptance Form which accompanies this Prospectus.

Acceptance cannot exceed your Entitlement as shown on the Entitlement and Acceptance Form. If it does, acceptance will be deemed to be for your maximum entitlement and any surplus subscription funds will be returned.

4.8 Market Prices of Existing Shares on ASX

The highest and lowest market sale price of the Existing Shares (which are on the same terms and conditions as are offered under this Prospectus) during the three months immediately preceding the lodgement of this Prospectus with the and the last market sale price on the date before the lodgement date of this Prospectus are set out below.

	3 months high	3 months low	Last market sale price on 8 May 09
Existing Shares	5 cents thoughout except on 23 April 2009	4.5 cents on 23 April 2009	5 cents

4.9 Opening and Closing Dates

The Issue will open for receipt of Applications on 22 June 2009 and will close on 7 July 2009, subject to the right of the Company in consultation with the Underwriter, to vary these dates.

4.10 Allotment

Application Monies will be held in trust for applicants until allotment of the New Shares. The Company will be entitled to all interest paid or accrued on Application Monies.

No allotment of the New Shares will occur until ASX grants permission to quote the New Shares.

The New Shares are expected to be allotted by no later than 5.00 pm WST on 15 July 2009. Holding statements of New Shares will be mailed after allotment occurs.

Refresh Group Ltd

Page 7

4.11 ASX Quotation

Application will be made within seven days of the date of issue of this Prospectus for the New Shares to be granted Official Quotation by ASX.

If such an application is not made within these seven days, or Official Quotation of the New Shares is not granted by ASX within three months of the date of this Prospectus, then the Company will not allot or issue any New Shares and all application monies received pursuant to this Prospectus will be repaid as soon as practicable, without interest.

The fact that ASX may agree to grant Official Quotation of the New Shares is not to be taken in any way as an indication of the merits of the Company or the New Shares. ASX takes no responsibility for the contents of this Prospectus.

4.12 Rights and Liabilities attaching to the New Shares

New Shares will rank equally in respect of dividends and in all other respects (e.g. voting, bonus issues) as Existing Shares.

A summary of the rights and liabilities attaching to the New Shares are set out in section 7.

4.13 Non-Resident Shareholders

The Prospectus does not constitute an offer in any country or place in which, or to any person to whom, it would not be lawful to make such an offer. The distribution of the Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons who come into possession of the Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities law. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consent is required or whether any other formalities need to be considered and followed to enable them to subscribe for New Shares.

Accepting Eligible Shareholders resident outside Australia should first consult their professional advisers as to whether or not governmental or other consents are required, or whether formalities need to be observed to enable them to invest. Accepting Eligible Shareholders should also seek advice in respect of the taxation effect of an investment in the Company and dividends that the Company may distribute in the future.

The return of a duly completed Entitlement and Acceptance Form will be taken to constitute a representation and warranty that there has been no breach of such laws and that all necessary approvals and consents have been obtained.

No action has been taken to register or qualify the New Shares or the Offer, or otherwise to permit a public offering of the New Shares in any jurisdiction outside Australia.

4.14 CHESS

The Company participates in the Clearing House Electronic Sub-register System ("CHESS"). ASTC, a wholly owned subsidiary of ASX, operates CHESS in accordance with the ASX Listing Rules and the ASTC Settlement Rules.

Under CHESS, applicants will not receive a certificate but will receive a statement of their holding of New Shares.

If you are broker sponsored, ASTC will send you a CHESS statement. The CHESS statement will set out the number of New Shares issued under this Prospectus, provide details of your holder identification number and give the participation identification number of the sponsor.

Refresh Group Ltd

Page 8

If you are registered on the issuer sponsored sub register, your statement will be despatched by the Company's share registrar and will contain the number of New Shares issued to you under this Prospectus and your security holder reference number.

A CHESS statement or issuer sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their shareholding changes. Shareholders may request a statement at any other time; however, a charge may be made for additional statements.

4.15 Taxation Implications

The Directors do not consider that it is appropriate to give Shareholders advice regarding the taxation consequences of the Company conducting the Rights Issue or Shareholders applying for New Shares under this Prospectus, as it is not possible to provide a comprehensive summary of the possible taxation positions of Shareholders. The Company, its advisers and officers, do not accept any responsibility or liability for any taxation consequences to Shareholders in the Issue. Shareholders should, therefore, consult their own professional tax adviser in connection with the taxation implications of the Issue.

4.16

Privacy Act

If you complete an application for New Shares, you will be providing personal information to the Company (directly or by the Company's share registry). The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

This information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company share registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or its registry if you wish to do so at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASTC Settlement Rules. You should note that if you do not provide the information required on the application for Shares, the Company may not be able to accept or process your application.

4.17 Enquiries

Enquiries concerning the Entitlement and Acceptance Form can be obtained by contacting Computershare Investor Services Pty Ltd by telephone on 1300 557 010.

Enquiries relating to this Prospectus should be directed to Refresh by telephone on (08) 92483006.

Refresh Group Ltd

Page 9

5 ACTIONS REQUIRED BY SHAREHOLDERS

5.1 How to Accept the Offer

Your acceptance of the Offer must be made on the Entitlement and Acceptance Form accompanying this Prospectus. Your acceptance must not exceed your Entitlement as shown on that Form. If it does, your acceptance will be deemed to be for the maximum Entitlement. You may participate in the Offer as follows:

(a) Acceptance in Full

• If you wish to accept your Entitlement in full:

• (i) complete the Entitlement and Acceptance Form, filling in the details in the spaces provided; and

• (ii) attach your cheque for the amount indicated on the Entitlement and Acceptance Form.

(b) Partial Acceptance

If you only wish to accept part of your Entitlement:

• (i) fill in the number of Shares you wish to accept in the space provided on the Entitlement and Acceptance Form; and

• (ii) attach your cheque for the appropriate Application Monies at five cents per Share.

(c) Non Acceptance

If you do not wish to accept any of your Entitlement, you do not have to do anything. You will receive no benefit or New Shares.

5.2 Payment

(a) Payment by Cheque

All cheque, bank draft or money order must be made payable in Australian currency to “ Refresh Group Ltd – Share Offer ” and crossed “Not Negotiable”.

Your completed Entitlement and Acceptance Form together with the payment must reach the Company’s share registry, Computershare Investor Services Pty Ltd, at the address provided in the Entitlement and Acceptance Form no later than 5.00 pm WST on 7 July 2009.

(b) Payment by BPay®

You can also make payment by BPay® if you are the holder of an account with an Australian financial institution that supports BPay® transactions. Please follow the instructions on the Entitlement and Acceptance Form. Should you choose to pay by BPay®:

(i) you do not need to submit the Entitlement and Acceptance Form but are taken to have made the declarations on that Entitlement and Acceptance Form; and

(ii) if you do not pay for your Entitlement in full, you are deemed to have taken up your Entitlement in respect of such whole number of New Shares which is covered in full by your Application Monies.

It is your responsibility to ensure that your BPay® payment is received by the share registry by no later than 5.00 pm WST on 7 July 2009. You should be aware that your financial institution may implement earlier cut-off times with regards to making payment. Any Application Monies received for more than your final allocation of New Shares will be refunded. No interest will be paid on any Application Monies received or refunded.

Refresh Group Ltd

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6 PURPOSE AND EFFECT OF THE ISSUE

6.1 Purpose of the issue

The purpose for the Issue is to raise up to $1,109,031 before Issue costs. The proceeds from the Issue are planned to be used in accordance with the table set out below:

Proceeds of the Issue	$
Total Raised before Issue Expenses	1,109,031
Less Expenses of the Issue	86,031
Working Capital	1,023,000

Refresh has been marketing water purification equipment. We plan to aggressively grow this profitable revenue stream. One business model we will use is to rent these equipment instead of selling them because rental is more profitable. However, rental requires a strong working capital to support it. The equipment has to be paid for upfront but income is derived on a regular basis.

Towards this, Refresh has secured the Australian distributorship from the following companies:

AirQua International Pte Ltd – www.airqua.com

Woongjin Coway Co Ltd – www.coway.com

AirQua is a Singapore-based company combining the most advanced technologies to provide alternative water solutions. It is a leading provider of innovative atmospheric water solutions. AirQua units transform the air we breathe into safe drinking water even in low humidity conditions. Different models of AirQua units can produce from 30 to 5,000 litres of pristine drinking water per day depending on the humidity, the volume of air passing through the harvesting chamber, and the size of the machine. AirQua units can operate 24 hours per day as water generators and also serve as water purifiers, air purifiers, hot and cold water dispensers and dehumidifiers.

Woongjin Coway has been at the forefront of promoting a wider public use of and developing more specialised and sophisticated living and environment-friendly products. Coway has aspirations to serve as an eco-friendly company for lifestyle products that delivers a healthier and happier life and maximizes greater value. It has grown around four core product areas - water filtration devices, digital bidets, air cleaners and water softeners. Each product category is an undisputed leader in Korea, both in terms of brand awareness and revenue generation. In 2008, Woongjin Coway achieved US$1.2 billion in revenue.

Refresh is always looking for good acquisition opportunities. With more funds available we could make synergistic purchases to leapfrog the Company’s growth.

6.2 Effect of the Issue and Pro-Forma Statement of Financial Position

The principal effect of the Issue on the Company's financial position will be to increase cash reserves by up to $1,109,031 before payment of the expenses of the offer and to increase the number of Shares on issue from 44,361,232 to 66,541,848.

6.3 Basis of preparation

To illustrate the effect of the Issue on the Company, set out below is:

(a) the reviewed balance sheet of the Company as at 31 December 2008;

(b) an unaudited pro forma balance sheet of the Company as at 31 December 08, incorporating the effect of the Issue

Refresh Group Ltd

Page 11

The Company's reviewed balance sheet as at 31 December 2008 was lodged with ASX on 28 February 2009 as part of its Interim Financial Report for the six months ended 31 December. The balance sheet was extracted from the Interim Financial Report which was subject to an independent auditors’ review by Grant Thornton. The auditors’ review was conducted in accordance with Auditing Standard on Review Engagements 2410 Review of an Interim Financial Report Performed by an Independent Auditor of the Entity. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and as such the auditor did not express an audit opinion. Accordingly the report should be treated as unaudited.

The accounting policies adopted in the preparation of the pro-forma balance sheet are consistent with the accounting policies adopted and described in the Company's Annual Report for the financial year ended 30 June 2008 and the year report for the period ended 31 December 2008 and should be read in conjunction with those reports.

The pro-forma financial information has not been subject to audit or review and has been prepared by the Company's management in accordance with the requirements of Australian Accounting Standards, Australian Accounting Interpretations and the Corporations Act as at 31 December 2008.

The unaudited pro-forma balance sheet assumes full subscription under this Prospectus, given the Issue is fully underwritten. It has been prepared on the basis that there have been no material movements in the assets or liabilities of the Company between 31 December 2008 and the date of this Prospectus other than:

• the issue of 22,180,616 New Shares at 5 cents each pursuant to this Prospectus to raise gross proceeds of $1,109,031;

• the payment of costs associated with the Issue of $86,031 which includes the Underwriter’s commission.

The Company's actual financial position on completion of the Issue may differ from the position illustrated in the pro-forma balance sheet due to movements in profit / (loss) and in the asset and liability levels during the period between 31 December 2008 and the date when the Issue is completed.

Refresh Group Ltd

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Statement of Financial Position

ASSETS Current Assets Cash and cash equivalents Trade and other receivables Inventories Total Current Assets Non-Current Assets Other financial assets Property, plant and equipment Intangible assets Total Non-current assets TOTAL ASSETS LIABILITIES Current Liabilities Trade and other payables Financial liabilities Short-term provisions and accruals Total Current Liabilities Non-current Liabilities Financial liabilities Long-term provisions Total Non-current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY	Half Year Review Pro-forma Balance 31 December 2008 31 December 2008 $ $ 738,446 1,761,446 670,051 670,051 605,318 605,318
	2,013,815 3,036,815
	1,050 1,050 1,997,110 1,997,110 969,774 969,774
	2,967,934 2,967,934
	4,981,749 6,004,749
	598,171 598,171 65,236 65,236 101,593 101,593
	765,000 765,000
	151,810 151,810 17,517 17,517
	169,327 169,327
	934,327 934,327
	4,047,422 5,070,422
	4,778,991 5,868,012 127,888 127,888 (859,457) (859,457)
	4,047,422 5,070,422

Refresh Group Ltd

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6.4 Effect on Capital Structure

A table of the capital structure of the Company as a consequence of the Issue is set out below, assuming that the Issue is fully subscribed.

Shares

44,361,232 Shares on issue at the date of this Prospectus

22,180,616 New Shares to be issued pursuant to this Prospectus 66,541,848 Total Shares

Options

610,000 Unlisted Options exercisable at $0.05 and expiring on 29 March 2010

22,180,616 New Options to be issued pursuant to this Prospectus

22,790,616 Total Options

Capital Structure after Completion of Issue

Holders of the Company's existing Options may participate in the Issue by exercising any or all of their Options prior to the Record Date. If all the existing Options which are capable of being exercised before the Record Date were exercised, 22,485,616 Shares would be issued raising $1,124,281. Accordingly, an additional 305,000 New Shares would be offered under the Issue and if taken up, would raise an additional $15,250 before costs. The underwriting arrangements do not extend to any rights associated with Shares from the exercise of Options.

6.5 Effect on Control

The Underwriter does not hold any voting power currently. As this Issue is fully underwritten by the Underwriter, the potential effect that the issue of New Shares under this Prospectus will have on the control of the Company is as follows:

• (a) if all Eligible Shareholders take up all of their Entitlements, the percentage interest in the Shares of the Company held by any other major Shareholders would not materially change and there would not be any effect on the control of the Company; or

• (b) if some or all Eligible Shareholders do not take up their Entitlements, and there is therefore a shortfall under the Rights Issue (Shortfall), then the Issue may have an effect on the control of the Company as detailed below.

The table below sets out various scenarios to indicate the effect on the Company's shareholding and the Underwriter's voting power depending on the size of the Shortfall (if any). The potential maximum increase in the voting power of the Underwriter is set out below and will only occur if no Shareholders take up their Entitlement.

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Event	Number of Shares held by the Underwriter	Voting power of the Underwriter in the Company
After issue of New Shares to the Underwriter assuming 100% Shortfall	22,180,616	33.3%
After issue of New Shares to the Underwriter assuming 75% Shortfall	16,635,462	25.0%
After issue of New Shares to the Underwriter assuming 50% Shortfall	11,090,308	16.7%
After issue of New Shares to the Underwriter assuming 25% Shortfall	5,545,154	8.3%

This assumes the Underwriter does not acquire Shares prior to the Record Date.

The intentions and statements of future conduct set out above must also be read as being subject to the legal obligation of the Directors of the Company at the time to act in good faith in the best interests of the Company and for proper purposes and to have regard to the interests of the Shareholders including, without limitation, those of the Underwriter. The statements above are of current intention only which may change as new information becomes available or circumstances change (including those of the Underwriter). The statements should be read in this context.

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7 RIGHTS AND LIABILITIES ATTACHING TO NEW SHARES AND NEW OPTIONS

The following is a summary of the more significant rights and liabilities attaching to New Shares and New Options to be issued pursuant to this Prospectus. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights and liabilities attaching to Shares are set out in the Company's constitution, a copy of which is available for inspection at the Company's registered office during normal business hours. In some circumstances, the rights and liabilities attaching to Shares are regulated by the Corporations Act, the ASX Listing Rules and the general law.

7.1 New Shares

(a) Equal Ranking of Shares

All New Shares issued pursuant to this Prospectus will rank equally in all respects with the Company’s existing Shares.

(b) Voting Rights

At a general meeting of the Company, every holder of Shares present in person, by an attorney, representative or proxy has one vote on a show of hands and on a poll, one vote for each Share held. Where there is an equality of votes, the chairperson has a casting vote.

(c) Dividend Rights

Subject to the rights of holders of shares issued with any special or preferential rights (at present there are none), the profits of the Company which the Directors may from time to time determine to distribute by way of dividend are divisible among the Shareholders in proportion to the Shares held by them respectively, according to the amount paid up (not credited) on the Shares.

(d) Rights on Winding-Up

Subject to the rights of holders with shares with special rights (at present there are none) in a winding-up, on a winding-up of the Company all assets which may be legally distributed amongst the members will be distributed in proportion to the Shares held by them respectively, accordingly to the amount paid up or credited as paid up on the Shares.

(e) Transfer of Shares

Shares in the Company may be transferred by instrument in any form which complies with the Company's constitution, the Corporations Act, ASX Listing Rules and ASTC Settlement Rules.

Shares may be transferred by such means in accordance with ASX Listing Rules and the ASTC Settlement Rules. The Directors may refuse to register a transfer of shares only in those circumstances permitted by the Company's constitution, ASX Listing Rules and ASTC Settlement Rules.

(f) Calls on Shares

Where shares are issued as partly paid, the Directors may make calls upon the holders of those shares to pay the whole of or a portion of the balance of the issue price. If a shareholder fails to pay a call or instalment of a call, then subject to the Corporations Act and ASX Listing Rules, the shares in respect of the call may be forfeited and interest and expenses may be payable in accordance with the Company's constitution, the Corporations Act and ASX Listing Rules or proceedings taken to recover the amount unpaid.

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(g) Further Increase in Capital

The allotment and issue of any new shares is under the control of the Directors and, subject to any restrictions on the allotment of shares imposed by the Company's constitution, ASX Listing Rules or the Corporations Act, the Directors may allot, issue or grant options over or otherwise dispose of those shares to such persons, with such rights or restrictions as they may from time to time determine.

(h) Variation of Rights Attaching to Shares

Where shares of different classes are issued, the rights attaching to the shares of a class (unless otherwise provided by their terms of issue) may only be varied by a special resolution passed at a separate general meeting of the holders of those shares of that class, or with the written consent of the holders of at least three quarters of the issued shares of that class.

(i) General Meeting

Each holder of Shares will be entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive notices, accounts and other documents required to be furnished to shareholders under the Company's constitution, the Corporations Act and ASX Listing Rules.

7.2 New Options

Each New Share issued under this Prospectus comes with an attached New Option which entitles the option holder to acquire one (1) Share on the following terms and conditions:

(a) Each New Option entitles the holder to subscribe for one (1) Share at a subscription price of ten cents per Share;

(b) The New Options are exercisable at any time on or prior to 5.00 pm WST on 7 July 2010 by completing an option exercise form and delivering it to the Company’s share registry together with payment for the number of Shares in respect of which the New Options are exercised.

(c) Shares will be issued not more than 10 business days after receipt of a properly executed option exercise form together with payment for the number of Shares in respect of which the New Options are exercised.

(d) Subject to the Corporations Act and the Company’s Constitution, the New Options may be transferred at any time in whole or in part.

(e) The New Options held by each option holder may be exercised in whole or in part, but if exercised in part, multiples of 1,000 New Options must be exercised on each occasion. Where less than 1,000 New Options are held, all New Options must be exercised together.

(f) All Shares issued upon exercise of the New Options will rank equally in all respects with the Company’s then existing Shares. The Company will apply to ASX for the Shares issued upon exercise of the New Options to be admitted to quotation not later than 3 business days after their date of issue.

(g) Holders of New Options may only participate in new issues of securities to Shareholders if a New Option has been exercised and a Share issued in respect of that New Option before the record date for determining entitlements to the new issue. The Company must give holders of New Options at least 9 business days notice before the record date for any new issue for determining entitlements to that issue in accordance with the ASX Listing Rules.

(h) There will be no change to the exercise price of a New Option or the number of Shares over which a New Option is exercisable in the event of the Company making a pro-rata issue of Shares or other securities

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to holders of Shares (including a bonus issue).

(i) New Options may be transferred by instrument in any form which complies with the Company’s Constitution, the Corporations Act, the ASX Listing Rules and ASTC Settlement Rules. The Directors may refuse to register a transfer of New Options only in the circumstances permitted by the Company’s Constitution, the Corporations Act, the ASX Listing Rules and ASTC Settlement Rules.

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8 RISK FACTORS

8.1 General

Applicants should be aware that there are risks associated with any securities investment and investors should consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for New Shares.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

8.2 Economic Risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company's activities, as well as on its ability to fund those activities. The short and medium term impacts of the global financial crisis are uncertain.

8.3 Market conditions

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities. It will be influenced by international and domestic factors affecting conditions in equity and financial markets. The stock market has in the past and may in the future, be affected by a number of factors including:

• market confidence;

• commodity prices;

• supply and demand for money, and

• currency exchange rates.

8.4 Security Investments

The New Shares to be issued pursuant to this Prospectus carry no guarantee in respect to the payment of dividends, return of capital or the market value of these New Shares. Securities listed on the stock market have experienced extreme price and volume fluctuations that have often been unrelated to the operating performances of such companies.

8.5

Potential Acquisitions

As part of its business strategy, the Company may make acquisitions of or significant investments in companies, products or technologies projects. Any such future transactions would be accompanied by the risks commonly encountered in making acquisitions of companies, products or technologies projects.

8.6 Reliance on Key Personnel

The Company's success depends largely on the core competencies of its Directors and management, and their familiarisation with, and ability to operate in industry and the Company's ability to retain its key executives.

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9 ADDITIONAL INFORMATION

9.1 Continuous Disclosure Obligations

The Company is a disclosing entity for the purpose of the Corporations Act. As such, it is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company's securities.

New Shares which will be issued pursuant to this Prospectus are in the same class of Shares that have been quoted on the official list of the ASX during the 12 months prior to the issue of this Prospectus.

This Prospectus is a "transaction specific prospectus" to which the special content rules under section 713 of the Corporations Act apply. That provision allows the issue of a more concise prospectus in relation to offers of securities in a class which has been continuously quoted by ASX in the three months prior to the date of the prospectus. In general terms "transaction specific prospectuses" are only required to contain information in relation to the effect of the issue of securities on the Company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 12 months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.

The Company, as a disclosing entity under the Corporations Act states that:

• (a) it is subject to regular reporting and disclosure obligations;

• (b) copies of documents lodged with the in relation to the Company (not being documents referred to in Section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and

• (c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:

• (i) the financial statements of the Company for the financial year ended 30 June 2008 being the last financial statements for a financial year, of the Company lodged with the ASlC before the issue of this Prospectus;

• (ii) the half-year financial report of the Company for the half-year ended 31 December 2008, being the half-year financial report of the Company lodged with the ASlC after lodgement of the financial statements referred to in paragraph (i) above and before the issue of this Prospectus; and

• (iii) any documents used to notify ASX of information relating to the Company in the period from lodgement of the financial statements referred to in paragraph (i) above until the issue

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of the Prospectus in accordance with the Listing Rules as referred to in Section 674(1) of the Corporations Act.

Copies of all documents lodged with the ASlC in relation to the Company can be inspected at the registered office of the Company during normal office hours.

The Company has lodged the following announcements with ASX since the lodgement of the 2008 audited financial statements:

29 Apr 2009 Appendix 4C - quarterly 28 Apr 2009 Change of Directors Interest Notice x 2 02 Apr 2009 Appendix 3B 13 Mar 2009 Half Yearly Report and Accounts 02 Mar 2009 Company Secretary Appointment/Resignation 27 Feb 2009 Half Yearly Report and Accounts 11 Feb 2009 Response to ASX Query - Appendix 4C 30 Jan 2009 Appendix 4C - quarterly 02 Jan 2009 Change of Directors Interest Notice x 2 28 Nov 2008 Results of Meeting 28 Nov 2008 Initial and Final Directors Interest Notices 21 Nov 2008 Change of Directors Interest Notice x 2 12 Nov 2008 Capitalisation of Loan 30 Oct 2008 Appendix 4C - quarterly 29 Oct 2008 Notice of Annual General Meeting 16 Oct 2008 Company Secretary Appointment/Resignation

ASX maintains files containing publicly available information on all listed companies. The Company's file is available for inspection at ASX during normal office hours.

9.2 Material Contracts

The following are summaries of the significant terms of the material agreements which relate to the business of the Company.

Underwriting Agreement

The Offer is fully underwritten by Asia Pacific Links (BVI) Pty Ltd. The Company has entered into an Underwriting Agreement with the Underwriter dated 21 May 2009. Pursuant to the Underwriting Agreement, the Company has agreed to pay the Underwriter an underwriting commission of 5% of the underwritten amount. This commission is payable to the Underwriter even if the Underwriting Agreement is terminated. The circumstances in which the Underwriting Agreement may be terminated are set out below. The Underwriter will also receive payment of reasonable costs and expenses incurred by the Underwriter in connection with the Offer. The Company will pay any GST applicable to any fee payable to the Underwriter under the Underwriting Agreement.

The obligations of the Underwriter under the Underwriting Agreement are subject to the following conditions precedent (which can be waived by the Underwriter):

• the Underwriter giving its consent to be named in the Prospectus; and

• the Company lodging with ASX and despatching the Prospectus to its shareholders on or before 22 June 2009.

The Underwriting Agreement provides that the Underwriter may terminate by notice to the Company at any time before Completion if the Underwriter becomes aware of the happening or, in the opinion of the Underwriter, the threat of the happening of any one or more of the following events:

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• (a) the Company does not despatch the Prospectus to Shareholders on the 22 June 2009 or the Prospectus or the offer is withdrawn by the Company;

• (b) the Company fails to lodge an Appendix 3B in relation to the New Shares with ASX by the time required by the Corporations Act, the Listing Rules or any other regulation;

• (c) the Company is prevented from allotting the New Shares within the time required by this Agreement, the Corporations Act, the Listing Rules, any statute, regulation or order of a court of competent jurisdiction by ASIC, ASX or any court of competent jurisdiction or any governmental or semi-governmental agency or authority;

• (d) any authorisation which is material to anything referred to in the Prospectus is repealed, revoked or terminated or expires, or is modified or amended in a manner unacceptable to the Underwriter acting reasonably;

• (e) an event occurs which gives rise to a Material Adverse Effect or any adverse change or any development including a prospective adverse change after the date of this Agreement in the assets, liabilities, financial position, trading results, profits, forecasts, losses, prospects, business or operations of the Company or any subsidiary of the Company;

• (f) any of the following events occurs which in the reasonably opinion of the Underwriter acting in good faith has or is likely to have a Material Adverse Effect of could give rise to a liability of the Underwriter under the Corporations Act:

• (i) default or breach by the Company of the Underwriting Agreement;

• (ii) any representation, warranty or undertaking given by the Company in respect of the Underwriting Agreement is or becomes untrue or incorrect;

• (iii) a contravention by the Company or any subsidiary of any provision of its constitution, the Corporations Act, the Listing Rules or any other applicable legislation or any policy or requirement of ASIC or ASX;

• (iv) any information supplied at any time by the Company or any person on its behalf to the Underwriter in respect of any aspect of the Rights Issue or the affairs of any subsidiary of the Company is or becomes misleading or deceptive or likely to mislead or deceive;

• (v) the Company fails to provide to ASIC or ASX any information reasonably requested by them, or otherwise satisfy such requests for information;

• (vi) there is an outbreak or material escalation of hostilities or other calamity or crisis after the date of this Agreement involving one or more of Australia, New Zealand, Indonesia, Japan, Russia, the United Kingdom, the United States of America, India, Pakistan, or the Peoples Republic of China, or any member of the European Union, the effect of which on the financial markets of Australia or on the Australian economy is such as to make it, in the reasonable judgement of the Underwriter, impracticable to market the Underwritten Shares;

• (vii) the official quotation is qualified or conditional other than as provided for in the Underwriting Agreement;

• (viii) the Company or any subsidiary converting all or any of its shares into a larger or smaller number of shares;

• (ix) the Company or any subsidiary resolving to reduce its share capital in any way;

• (x) the Company or any subsidiary:

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• entering into a buy-back agreement; or

• resolving to approve the terms of a buy-back agreement under Section 257D or 257E of the Corporations Act;

• (xi) the Company or any subsidiary making an issue of, or granting an option to subscribe for, any of its shares or any other securities, or agreeing to make such an issue or grant such an option (other than pursuant to the Offer);

• (xii) the Company or any subsidiary issuing, or agreeing to issue, convertible notes;

• (xiii) the Company or any subsidiary disposing, or agreeing to dispose, of the whole, or a substantial part, of its business or property;

• (xiv) The Company or any subsidiary resolving that it be wound up;

• (xv) the appointment of a liquidator or provisional liquidator of the Company or any subsidiary;

• (xvi) the making of an order by a court for the winding up of the Company or any subsidiary;

• (xvii) an administrator of the Company or any subsidiary, being appointed under Section 436A, 436B or 436C of the Corporations Act;

• (xviii) the Company or any subsidiary executing a deed of company arrangement;

• (xix) the appointment of a receiver, or a receiver and manager, in relation to the whole, or a substantial part, of the property of;

• (xx) a judgment in an amount exceeding $100,000.00 is obtained against the Company or any subsidiary and is not set aside or satisfied within 7 days;

• (xxi) litigation, arbitration, administrative or industrial proceedings are after the date of this Agreement commenced against the Company or any subsidiary;

• (xxii) there is a delay in any specified date in the timetable for the Issue which is greater than 5 Business Days;

• (xxiii) a Force Majeure affecting the Company's business or any obligation under the Underwriting Agreement lasting in excess of 7 days occurs;

• (xxiv) the Company or any subsidiary passes or takes any steps to pass a resolution under Section 254N, Section 257A or Section 260B of the Corporations Act or a resolution to amend its constitution without the prior written consent of the Underwriter;

• (xxv) the Company or any subsidiary alters its capital structure in any manner not contemplated by the Prospectus; or

• (xxvi) any of the material contracts of the Company as disclosed to the ASX as are terminated or substantially modified.

In respect of the events entitling the Underwriter to terminate the Underwriting Agreement, “Material Adverse Effect” means:

• (a) a material adverse effect on the outcome of the Rights Issue or on the subsequent market for the New Shares (including, without limitation, a material adverse effect on a decision of an investor to invest in New Shares); or

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• (b) a material adverse effect on the condition, trading or financial position and performance, profits and losses, results, prospects, business or operations of the Company and its subsidiaries taken as a whole.

9.3 Directors' Interests

Other than as set out below or elsewhere in this Prospectus, no Director nor any firm in which such a Director is a partner, has or had within 2 years before the lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;

(b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Issue of Shares pursuant to this Prospectus; or

(c) the offer of New Shares pursuant to this Prospectus,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any Director or to any firm in which any such Director is a partner, either to induce him to become, or to qualify him as, a Director or otherwise for services rendered by him or by the firm in connection with the formation or promotion of the Company or Issue of Shares pursuant to this Prospectus.

Wojtowicz Kelly Legal is entitled to be paid an estimated $15,000 (plus GST) for advice and assistance in relation to certain aspects of this Prospectus and in the two years before the date of this prospectus, Wojtowicz Kelly Legal received fees totalling approximately $12,000 (plus GST) for the provision of legal services to the Company.

9.4 Directors' holdings of the Company's securities

Directors' direct and indirect interests in securities of the Company at the date of this Prospectus are:

Name	Shares	Options
HenryHeng	9,525,639	100,000
Edmund Teo	7,456,400	-
Alan Ong	10,000	-

9.5 Directors' Remuneration

The Constitution of the Company provides that the Directors may be paid for their services as Directors. Non-Executive Directors may only be paid a sum not exceeding such fixed sum per annum as may be determined by the Company in general meeting.

The Company has paid by way of remuneration for services provided by all Directors, companies associated with the Directors or their associates in their capacity as Directors, employees, consultants or advisers, the following amounts (excluding GST where applicable):

for the financial year to 30 June 2007: $200,505; for the financial year to 30 June 2008: $180,805

and for the financial year ending 30 June 2009: $123,965 as at the date of this Prospectus.

Directors, companies associated with the Directors or their associates are also reimbursed for all reasonable expenses properly incurred in the course of conducting their duties which include, but are not limited to, out of pocket expenses, travelling expenses, disbursements made by or on behalf of the Company and other miscellaneous expenses.

9.6 Litigation

As at the date of this Prospectus, the Company is not involved in any material legal proceedings and the

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Directors are not aware of any legal proceedings pending or threatened against the Company.

9.7 Consents to be Named

The following parties have given (and not withdrawn, before the date of this document), their consent to be named in this document in the form and context in which they are named:

• Asia Pacific Links (BVI) Pty Ltd as Underwriter;

• Wojtowicz Kelly Legal in the capacity as solicitors of the Company;

• Grant Thornton WA Partnership in the capacity as auditors of the Company;

Reference to Computershare Investor Services Pty Ltd as share registrar of the Company appears for information purposes only.

Each of the parties referred to in this section 9.7:

• has not authorised or caused the issue of this Prospectus;

• except to the extent set out in this Prospectus, does not make, or purport to make, any statement in this Prospectus or on which a statement made in this Prospectus is based other than as specified in this section; and

• to the maximum extent permitted by law, expressly disclaims responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this section.

9.8 Interests of Experts and Advisers

Other than as set out below or elsewhere in this Prospectus, the Underwriter and all other persons named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation of or distribution of this Prospectus do not have, and have not had in the two years before the date of this Prospectus, any interest in:

• the formation or promotion of the Company;

• property acquired or proposed to be acquired by the Company in connection with its formation or promotion of the offer of New Shares pursuant to this Prospectus; or

• the offer of New Shares pursuant to this Prospectus,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) and no other benefit has been given or agreed to be given to any of those persons for services provided by those persons in connection with the formation or promotion of the Company or the offer of New Shares pursuant to this Prospectus.

Wojtowicz Kelly Legal is entitled to be paid an estimated $15,000 (plus GST) for advice and assistance in relation to certain aspects of this prospectus. In the two years before the date of the lodgement of this prospectus, Wojtowicz Kelly Legal has received fees totalling approximately $12,000 (plus GST) for the provision of legal services to the Company.

Grant Thornton WA Partnership received the amount of $22,400 (plus GST) for the review of financial half year to 31 December 2008.

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9.9 Estimated Expenses of Issue

The estimated expenses of the Issue are as follows:

Commission to Underwriter Legal expenses ASX listing fees Printing, mailing and other expenses ASIC fees Total	$ 55,452 15,000 7,000 6,569 2,010 86,031

9.10 Directors' Consent

Each Director has consented to the lodgement of this Prospectus with the ASIC.

9.11 Proposed Appointment of New Directors

Upon successful completion of the Offer, your Directors plan to invite Dr Anthony Soh and Mr Boon Kheng Ong to join the Board as non-executive directors.

Dr Soh was a Director of ASX-listed Cordlife Ltd for two years from 2004 to 2006. He was also a Director of United Kingdom (UK) AIMS-listed China Medstar Ltd for a short while before it was acquired and privatised. While Dr Soh was a Director of UOB Ventures, he sat on the board of various investees companies, including those in Hong Kong, China and the United States. In 2008, Dr Soh was a Director of Singapore SGX-listed Jade Technologies Ltd, E3 Holdings Ltd and Netelusion Ltd. He is currently the Chairman of investment holding company, Asia Pacific Links Ltd. He is also a director of the Underwriter, Asia Pacific Links (BVI) Pty Ltd.

Mr Ong has over 20 years of experience in the training and education industry. He sits on the council of the Singapore Computer Society and is a member of the National Trainer Competency Standards Committee in Singapore. A veteran in the information technology (IT) industry, Mr Ong hailed from International Computers Ltd Singapore (ICL), a subsidiary of International Computers Ltd UK, where he was instrumental in the breakthrough of ICL into Singapore’s retail market. He is the co-founder of the Informatics Group, Singapore and was CEO of the Company. Mr Ong was responsible for the management of the Informatics network and oversees the various Territory Corporate Offices as well as the Global Business Units. Mr Ong obtained a Master of Business Administration from University of Dubuque, Iowa, USA.

Signed on behalf of the Directors pursuant to a resolution of the Board.

==> picture [86 x 37] intentionally omitted <==

Henry Heng Executive Chairman Perth, 29 May 2009

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GLOSSARY

GLOSSARY
A$,$ordollars	Australian dollars, unless otherwise stated
Application	An Application for New Shares pursuant to the Entitlement and Acceptance Form
Application Monies	The money received from Eligible Shareholders in respect of their Applications
Entitlement and Acceptance FormThe Entitlement and Acceptance Form attached to or accompanying this
	Prospectus
ASIC	The Australian Securities and Investments Commission
ASTC	ASX Settlement and Transfer Corporation Pty Limited (ABN 49 008 504 532)
ASX	ASX Limited (ACN 008 624 691)
Board	The board of Directors
Business Day	A day on which trading takes place on the stock market of ASX
CHESS	ASX Clearing House Electronic Sub-registry System
Closing Date	5.00 pm WST on 7 July 2009, or such other date as may be determined by the Directors
	and the Underwriter under this Prospectus
CompanyorRefresh	Refresh Group Ltd (ABN 28 079 681 244)
Constitution	The Company's constitution as at the date of this Prospectus
Corporations Act	The Corporations Act 2001 (Commonwealth)
Directors	Directors of the Company at the date of this Prospectus
Eligible Shareholder	A Shareholder as at the Record Date
EntitlementorRight	A Shareholder's entitlement (or right) to subscribe for New Shares under this Prospectus
Existing Share	A Share issued before the Record Date
IssueorRights Issue	One (1) for two (2) non-renounceable pro-rataissue at 5 cents per New Share together
	with one (1) attached free New Option for every New Share pursuant to the Offer
Listing RulesorASX	Listing RulesThe Listing Rules of the ASX
New Options	The Options to be issued with the New Shares with Exercise Price of 10 cents and
	expiring on 7 July 2010
New Shares	A fully paid ordinary share in the capital of the Company to be issued under this
	Prospectus
Offer	The offer to Shareholders to subscribe for New Shares as set out in this Prospectus
Official Quotation	Official quotation on ASX
Prospectus	The prospectus constituted by this document
Section	A section of this Prospectus
Share	A fully paid ordinary share in the capital of the Company
Shareholder	The holder of a Share
Shortfall	Those shares under this Offer not applied for by Shareholders under their Entitlement
Underwriter	Asia Pacific Links (BVI) Pty Ltd (ACN 136 722 908)
Underwriting AgreementThe underwriting agreement dated 21 May 2009 between the Underwriter and the
	Company
WST	Western Standard Time

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==> picture [129 x 55] intentionally omitted <==

000001 000 1301011221012102012221332120133322113 SAM MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Use a black pen. Print in CAPITAL letters A B C 1 2 3 inside the grey areas.

Please return completed form to: Computershare Investor Services Pty Limited Locked Bag 2508 Perth Western Australia 6001 Australia Enquiries (within Australia) 1300 557 010 (outside Australia) 61 3 9415 4000 web.queries@computershare.com.au www.computershare.com

Securityholder Reference Number (SRN)

I1234567890

I 1234567890 I N D

� For your security keep your SRN/HIN confi dential.

Entitlement and Acceptance Form

This personalised form can only be used in relation to the securityholding represented by the SRN or HIN printed above. This is an important document and requires your immediate attention. If you are in doubt about how to deal with this document, please consult your financial or other professional adviser.

Non-Renounceable Entitlement Issue closing 5:00pm WST on 7 July 2009

Non-Renounceable Entitlement Issue of 1 New Share for every 2 Shares registered and entitled to participate at the record date at an issue price of A$0.05 per New Share together with one (1) attached free New Option for every New Share, exerciseable at 10 cents each on or before 7 July 2010.

Receipt of the slip below by 5:00pm WST on 7 July 2009 with your payment, utilising the payment options detailed overleaf, will constitute acceptance in accordance with the terms of the Prospectus dated 29 May 2009 .

I/We enclose my/our payment for the amount shown below being payment of A$0.05 per New Share. I/We hereby authorise you to register me/us as the holder(s) of the Shares allotted to me/us, and I/we agree to be bound by the Constitution of the Company.

A

	Securityholder Entitlement details	Securityholder Entitlement details
	Subregister	Issuer
	Existing Shares entitled to participate at Record Date on 16 June 2009 Entitlement to New Shares on a 1 for 2 basis	XXX,XXX,XXX XXX,XXX,XXX
	Amount payable on full acceptance at A$0.05 per New Share	X,XXX,XXX.XX
	Entitlement Number	123456789012

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See back of form for completion guidelines
R G P N R R B
▼ PLEASE DETACH HERE ▼
cheque(s) Paperclip Please see overleaf for Payment Options Biller Code: 123456
Do not here. Ent: X,XXX Pay: X,XXX Ref No: 123412341234123412 Biller ID:
staple.
B Number of New Shares applied for C Amount enclosed at A$0.05 per New Share
.
A$
Payment Details – Please note that funds are unable to be directly debited from your bank account
D
Drawer Cheque Number BSB Number Account Number Cheque amount
A$
Make your cheque or bank draft payable to “Refresh Group Ltd – Share Offer”
057205_ 00UKTB
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E
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Contact Details

Please provide your contact details in case we need to speak to you about this slip Name of contact person

Contact person’s daytime telephone number ( )

1234567890123456+1234567890-1234+12

How to complete the Entitlement and Acceptance Form

Note that photocopies will not be accepted. These instructions are cross-referenced to each section of the Entitlement and Acceptance Form.

A Details of your Entitlement based on your Securityholding on 16 June 2009 are shown in box A on the front of this Entitlement Form.

B New Securities Accepted You can apply to accept either all or part of your Entitlement. Enter in box B the number of New Shares you wish to accept from your Entitlement.

Please ensure you complete Section B on the bottom of the form.

C Acceptance Monies Enter the amount of Acceptance Monies. To calculate the amount payable, multiply the number of New Shares applied for by A$0.05.

Please ensure you complete Section C on the bottom of the form.

D Payment Details You can apply for shares utilising the payment options detailed below. Please note that funds are unable to be directly debited from your bank account. By making your payment using either electronic means or by cheque, bank draft or money order, you confirm that you: ● agree to all of the terms and conditions as detailed in the Prospectus dated 29 May 2009 Your cheque, money order or bank draft must be made in Australian currency and drawn on an Australian branch of a financial institution. Such payment must be made payable to “Refresh Group Ltd – Share Offer” and crossed “Not Negotiable”. Payments not properly drawn may be rejected. Cheques will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques returned unpaid may not be re-presented and may result in your Acceptance form being rejected. Paperclip (do not staple) your cheque(s) to the form where indicated. Cash will not be accepted. Receipt of payment will not be forwarded. E Contact Details Enter the name of a contact person and telephone number. These details will only be used in the event that the registry has a query regarding the slip below.

Cheques will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques returned unpaid may not be re-presented and may result in your Acceptance form being rejected. Paperclip (do not staple) your cheque(s) to the form where indicated. Cash will not be accepted. Receipt of payment will not be forwarded.

The directors reserve the right to make amendments to this form where appropriate.

Lodgement of Acceptance

If you are applying for shares and your payment is being made by BPAY[®] , you do not need to return the slip below. Your payment must be received by no later than 4:00pm WST on 7 July 2009. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. It is the responsibility of the applicant to ensure that funds submitted through BPAY are received by this time.

If you are paying by cheque, bank draft or money order the slip below must be received by Computershare Investor Services Pty Limited (CIS) Perth by no later than 5:00pm WST on 7 July 2009. You should allow sufficient time for this to occur. A reply paid envelope is enclosed for security holders in Australia. New Zealand holders will need to affix the appropriate postage. Return the slip below with cheque attached.

Neither CIS nor the Company accepts any responsibility if you lodge the slip below at any other address or by any other means.

Privacy Statement

Personal information is collected on this form by CIS, as registrar for securities issuers (“the issuer”), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS. You can contact CIS using the details provided on the front of this form or e-mail privacy@computershare.com.au

If you have any enquiries concerning this form or your entitlement, please contact CIS on 1300 557 010.

This form may not be used to notify your change of address. For information please contact CIS on 1300 557 010 or visit the share registry at www.computershare.com (Certificated/Issuer Sponsored Holders only).

CHESS holders must contact their Controlling Participant to notify a change of address.

Payment Options: Biller Code: 123456 Ref No: 123412341234123412

Telephone & Internet Banking – BPAY

Call your bank, credit union or building society to make this payment from your cheque or savings account. More info: www.bpay.com.au

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Refresh Group Ltd Computershare Investor Services Pty Limited Locked Bag 2508 Perth Western Australia 6001 Australia

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I1234567890
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Entitlement Number:

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