FIRST LITHIUM LIMITED - Capital/Financing Update 2015

ADVANCED ENGINE COMPONENTS LIMITED (TO BE RENAMED “ O OKAMI LIMITED”) ACN 009 081 770

PROSPECTUS

For an offer of 185,000,000 Shares at an issue price of $0.02 per Share to raise $3,700,000 before costs ( Offer ).

This Prospectus also contains separate offers:

to issue up to 25,000,0 0 0 unlisted Options to brokers and cor p orate advisers in consideration for capital raising services provided to the Comp a ny ( Option Offer ). Refer to Sections 6.2 of t h is Prospectus for further details of the Opti o n Offer; and
to issue 15,000,000 Share s in satisfaction of funds advanced under e xisting Convertible Loan Agreements ( Conv e rsion Offer ). Refer to Section 6.3 of this Pr o spectus for further details of the Conversion Offer.

Completion of the Offers is conditional upon satisfaction of the following Conditions:

the Acquisition Agreement under which Advanced Engine Compo n ents Limited ( ACE or the Company ) has a greed to acquire Investia Technologies Pty Ltd ( Investia ) becoming unconditional;
Shareholders approving the Essential Resolutions in relation to t he acquisition of Investia ( Acquisition ) an d the Offers at the General Meeting of th e Company to be held on 24 December 2015; and

• ASX conditionally confir m ing that it will re-admit the Company’s Shares to Official Quotation. The Offers are scheduled to close at 5.00pm (WST) on 24 December 2015 unless extended or withdrawn. Ap p lications must be received before that time to be valid.

This Prospectus is a re-compliance prospectus for the purposes of satisfying Chapters 1
and 2 of the ASX Listing Rules and to satisfy ASX requirements for re-admission to the
Official List following a change in nature and scale of the Company’s activities.

Lead Manager to the Offer:

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you do not understand
it you should consult your professional advisers without delay.

The Securities offered by this Prospectus should be considered highly s p eculative.

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TABLE	OF CONTENTS	OF CONTENTS
1.	CORPORATE DIRECTORY .............................................................................................. 1
2.	CHAIRMAN’S LETTER ..................................................................................................... 2
3.	KEY OFFER INFORMATION............................................................................................ 4
	`3.1`	`Indicative Timetable* ........................................................................................ 4`
	`3.2`	`Key Offer Statistics ............................................................................................. 4`
4.	INVESTMENT OVERVIEW ............................................................................................... 5
5.	TRANSACTION OVERVIEW ......................................................................................... 20
	`5.1`	`The Company .................................................................................................. 20`
	`5.2`	`The Acquisition ................................................................................................. 20`
	`5.3`	`Key investment highlights ............................................................................... 20`
	`5.4`	`About Investia .................................................................................................. 21`
	`5.5`	`Suspension and Re-admission to ASX ........................................................... 21`
	`5.6`	`Shareholder Approval of Essential Resolutions ............................................ 22`
	`5.7`	`Change of Name ............................................................................................ 23`
6.	DETAILS OF THE OFFERS .............................................................................................. 24
	`6.1`	`The Offer ........................................................................................................... 24`
	`6.2`	`Option Offer ..................................................................................................... 24`
	`6.3`	`Conversion Offer .............................................................................................. 25`
	`6.4`	`Cleansing Offer ................................................................................................ 25`
	`6.5`	`Conditions of the Offers .................................................................................. 25`
	`6.6`	`Purpose of the Offers ...................................................................................... 25`
	`6.7`	`Use of Funds...................................................................................................... 26`
	`6.8`	`Taxation ............................................................................................................ 27`
	`6.9`	`Applications ..................................................................................................... 28`
	`6.10`	`Issue of Shares and Allocation Policy under Offer ...................................... 28`
	`6.11`	`ASX listing .......................................................................................................... 29`
	`6.12`	`Clearing House Electronic Sub-Register System and Issuer Sponsorship .. 29`
	`6.13`	`General ............................................................................................................. 30`
	`6.14`	`Enquiries ............................................................................................................ 30`
7.	COMPANY AND INVESTIA OVERVIEW ....................................................................... 31
	`7.1`	`Business Overview ............................................................................................ 31`
	`7.2`	`Background on Investia .................................................................................. 31`
	`7.3`	`Industry overview ............................................................................................. 36`
	`7.4`	`Business Model for the Investia Business ....................................................... 37`
	`7.5`	`Key Dependencies of the Business Model ................................................... 37`
	`7.6`	`Growth Strategy............................................................................................... 38`
	`7.7`	`The future of Investia ....................................................................................... 38`
	`7.8`	`Direction of ACE .............................................................................................. 38`
	`7.9`	`Funding ............................................................................................................. 38`
	`7.10`	`Financial Information ...................................................................................... 38`
	`7.11`	`Dividend Policy ................................................................................................ 39`
	`7.12`	`Capital Structure .............................................................................................. 39`
	`7.13`	`Substantial Shareholders ................................................................................. 40`
	`7.14`	`Maximum Voting Power of Investia Shareholders ....................................... 41`
	`7.15`	`Restricted Securities ........................................................................................ 42`
	`7.16`	`Top 20 Shareholders ........................................................................................ 42`
8.	RISK FACTORS ............................................................................................................ 64
	`8.1`	`Risks relating to the Change in Nature and Scale of Activities ................. 64`
	`8.2`	`Risks specific to Investia’s business ................................................................ 65`

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	`8.3`	`Risks in respect of Investia’s current operations .......................................... 65`
	`8.4`	`General risks ..................................................................................................... 69`
	`8.5`	`Investment speculative ................................................................................... 71`
9.	BOARD,	MANAGEMENT AND CORPORATE GOVERNANCE ..................................... 72
	`9.1`	`Directors and key personnel .......................................................................... 72`
	`9.2`	`Directors ............................................................................................................ 72`
	`9.3`	`Senior Management ....................................................................................... 73`
	`9.4`	`Personal Interests of Directors ........................................................................ 73`
	`9.5`	`Related Party Transactions ............................................................................. 74`
10.	INVESTIGATING ACCOUNTANT’S REPORT ................................................................. 76
11.	CORPORATE GOVERNANCE ...................................................................................... 99
	`11.1`	`ASX Corporate Governance Council Principles and`
		`Recommendations .......................................................................................... 99`
	`11.2`	`Board of Directors ............................................................................................ 99`
	`11.3`	`Composition of the Board ............................................................................ 100`
	`11.4`	`Identification and management of risk ...................................................... 100`
	`11.5`	`Ethical standards ........................................................................................... 100`
	`11.6`	`Independent professional advice ............................................................... 100`
	`11.7`	`Remuneration arrangements ...................................................................... 100`
	`11.8`	`Trading policy ................................................................................................. 101`
	`11.9`	`External audit ................................................................................................. 101`
	`11.10`	`Audit committee ........................................................................................... 101`
	`11.11`	`Diversity Policy ................................................................................................ 101`
	`11.12`	`Departures from Recommendations .......................................................... 101`
12.	MATERIAL CONTRACTS ............................................................................................ 102
	`12.1`	`Acquisition Agreement ................................................................................. 102`
	`12.2`	`Convertible Loan Agreements .................................................................... 103`
	`12.3`	`Lead Manager / Corporate Advisor Mandate ......................................... 103`
	`12.4`	`Lease Agreement .......................................................................................... 104`
	`12.5`	`Corporate Services Agreement .................................................................. 104`
	`12.6`	`Consultancy Services Agreement – Chief Technology Officer ............... 104`
	`12.7`	`Non-executive letters of appointment ....................................................... 105`
	`12.8`	`Deeds of indemnity, insurance and access .............................................. 105`
13.	ADDITIONAL INFORMATION .................................................................................... 106
	`13.1`	`Litigation ......................................................................................................... 106`
	`13.2`	`Rights and liabilities attaching to Shares (including Shares to be issued`
		`under the Offer) ............................................................................................. 106`
	`13.3`	`Terms of existing Options .............................................................................. 108`
	`13.4`	`Terms of Options under Offer ....................................................................... 109`
	`13.5`	`Summary of Performance Rights Plan ........................................................ 111`
	`13.6`	`Terms of Performance Rights ........................................................................ 114`
	`13.7`	`Interests of Directors ...................................................................................... 116`
	`13.8`	`Interests of Experts and Advisers .................................................................. 117`
	`13.9`	`Consents ......................................................................................................... 118`
	`13.10`	`Expenses of the Offer .................................................................................... 118`
	`13.11`	`ASX Waivers .................................................................................................... 119`
	`13.12`	`Continuous disclosure obligations ............................................................... 119`
	`13.13`	`Electronic Prospectus .................................................................................... 119`
	`13.14`	`Governing law ............................................................................................... 120`
14.	DIRECTORS’ AUTHORISATION .................................................................................. 120
15.	GLOSSARY ................................................................................................................ 121

1. CORPORATE DIRECTORY

Directors

Registered Offices

Mr Faldi Ismail (Non-executive Chairman)

Dr Brendan de Kauwe (Non-executive Director)

108 Outram Street
WEST PERTH WA 6005

Telephone: +61 8 9481 7833
Facsimile: +61 8 9481 7835
Website: www.ookami.com.au

Mr Peter Wall (Non-executive Director)

Investigating Accountant

Mr Chris Ntoumenopoulos (Non-executive Director)

Company Secretary

Abbott Audit Services Pty Ltd
3 Alvan Street
MOUNT LAWLEY WA 6050

Ms Shannon Coates

Telephone: +61 8 6165  4000
Facsimile: +61 8 6165  4067

Current ASX Code

Auditor

ACE

Proposed ASX Code

Ernst & Young
11 Mounts Bay Rd,
PERTH WA 6000

OOK

Lead Manager

Solicitors to the Company

Otsana Capital
108 Outram Street
WEST PERTH WA 6005

Steinepreis Paganin
Level 4, The Read Buildings
16 Milligan Street
PERTH WA 6000

Share Registry[* ]

Automic Registry Services
Level 1, 7 Ventnor Avenue,
WEST PERTH WA 6005 Australia

Telephone: +61 8 9324 2099
Facsimile: +61 8 9321 2337

* This entity has been included for information purposes only. It has not been involved in the preparation of this
Prospectus.

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2. CHAIRMAN’S LETTER

Dear Investor,

On behalf of the Directors of Advanced Engine Components Limited ( ACE or the Company ), I am pleased to present you with this opportunity to become a shareholder in ACE (expected to be renamed Ookami Limited).

ACE is a public company listed on the official list of ASX (ASX code: ACE). The
Company specialised in research, development and production of patented
electronic fuel injection and engine management technologies until it
appointed voluntary administrators on 29 August 2014.

ACE subsequently entered into a recapitalisation proposal with Otsana Capital that resulted in the execution and effectuation, on 23 September 2015, of a Deed of Company Arrangement ( DOCA ) and Creditors’ Trust that compromised all of the outstanding pre-administration debts of the Company.

On 5 October 2015, the Company announced that it had entered into a binding Heads of Agreement ( Acquisition Agreement ) to acquire 100% of the issued capital in Investia Technologies Pty Ltd ( Investia ) ( Acquisition ).

Investia is an Australian private technology and software development
company that holds intellectual property for a financial services software
application known as the Investia Platform.

The Investia Platform provides Australian Financial Services Licence ( AFSL ) holders a streamlined, total managed solution to capital raisings and distribution of public and private offerings. It can also be utilised as a ‘White Label’ solution for corporate clientele, allowing the integration of an organisation’s branding and presence to its clients via the web based platform and mobile app.

The Acquisition is subject to a number of conditions, including obtaining
necessary Shareholder approvals, which are being sought at a General Meeting
scheduled for 24 December 2015. This includes approval for the Company to be
renamed Ookami Limited (proposed ASX code: OOK).

Given the Acquisition will result in a material change in the nature and scale of ACE’s activities, the purpose of this Prospectus is to re-comply with Chapters 1 and 2 of the ASX Listing Rules and to provide ACE with funding to pursue the commercialisation strategy for the Investia Platform post Acquisition as well as to seek out other complementary acquisitions. The Company’s intention is to further expand its intellectual property portfolio in technology solutions, with a particular focus in financial services software, application software, communication software, software as a service ( SaaS ) and online social networking services.

The Company has developed a strong Board and management team with
specialised expertise and a proven track record in technology development
and business development.

Under this Prospectus, ACE is seeking to raise $3,700,000 (before costs) by the issue of 185,000,000 fully paid ordinary shares in the capital of ACE ( Shares ) at an issue price of $0.02 per Share ( Offer ).

Upon completion of the Offer and re-listing on ASX, ACE will have a market
capitalisation of approximately $5.05 million based on the Offer issue price of
$0.02 per Share.

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This Prospectus contains information about ACE, Investia, the Acquisition and the Offers. It also contains information about the potential risks of investing in ACE. I encourage you to read this Prospectus carefully and consult with your professional advisers.

On behalf of the Board of ACE, I commend this opportunity to you and look forward to welcoming you as a security holder.

Yours sincerely

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Faldi Ismail Non-executive Chairman

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3. KEY OFFER INFORMATION

3.1 Indicative Timetable*

`Lodgement of Prospectus with the ASIC`		`23 November 2015`
`Opening Date of the Offers`		`23 November 2015`
`Despatch of Notice of General Meeting`		`24 November 2015`
`General` `Meeting` `held` `to` `approve`	`the`	`24 December 2015`
`Acquisition and associated resolutions`
`Closing Date of the Offers`		`24 December 2015`
`Issue of Securities under the Offers`		`4 January 2016`
`Settlement of the Acquisition**`		`4 January 2016`
`Re-quotation of Securities (including Securities`		`11January 2016`
`issued under the Offers) on ASX`

* The above dates are indicative only and may change without notice. The Company reserves the right to extend the Closing Date or close the Offers early without prior notice. The Company also reserves the right not to proceed with any of the Offers at any time before the issue of Shares to Applicants.

** The above stated date for settlement of the Acquisition is only a good faith estimate by the Directors and may have to be extended.

3.2 Key Offer Statistics

`Issue price per Share under Offer1`	`$0.02`
`Total number of Shares offered under Offer`	`185,000,000`
`Cash proceeds to be received under the Offer (before costs)`	`$3,700,000`
`Number of Shares issued to Investia Shareholders2`	`17,500,000`
`Total number of Shares on issue at ASX relisting`3	`252,592,289`
`Ownership by investors under Offer at ASX relisting`	`73%`
`Ownership by investors under Offer at ASX relisting (on a fully` `diluted basis)`4	`48%`
`Ownership by Investia Shareholders at ASX relisting (on a fully` `diluted basis)`5	`17%`

� Shares may not trade at the Offer issue price upon relisting.

� At settlement of the Acquisition, Investia shareholders are also to be granted 17,500,000 Options. Up to a further 32,500,000 Shares ( Deferred Consideration Shares ) may be issued to the Investia shareholders on satisfaction of certain milestones up to 2 years after ASX relisting. Refer to Sections 12.1, 13.4 and 15 for details.

3 Inclusive of 35,092,289 existing Shares on issue, and 15,000,000 Shares to be issued under the Conversion Offer.

4 Assumes all Options are exercised, all Deferred Consideration Shares are issued and 36,000,000 Performance Rights to be issued (refer to Sections 12.1, 13.5 and 13.6 for details) are exercised.

5 Refer Footnote 4 above and Section 7.14 for more details. Immediately following completion of the Offers, the Investia Shareholder will in aggregate own 6.9% of the Company.

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4. INVESTMENT OVERVIEW

This Section is a summary only and is not intended to provide full information for
investors intending to apply for Shares offered pursuant to this Prospectus. This
Prospectus should be read and considered in its entirety.

Item	Summary	Further information
A. Company
`Who is the` `issuer of this` `Prospectus?`	`Advanced Engine Components Limited (`ACE `or the`Company`) (ACN 009 081 770) (ASX` `code: ACE)`
`Who is ACE?`	`ACE was incorporated on 5 December 1983` `and listed on the ASX on 21 February 2000 as a` `company` `specialised` `in` `research,` `development and production of patented` `electronic` `fuel` `injection` `and` `engine` `management technologies.` `ACE went into voluntary administration on 29` `August 2014. Following completion of a Deed` `of Company Arrangement (`DOCA`) on 23` `September 2015, the Company has been` `actively seeking to identify and evaluate new` `opportunities both in related or non-related` `industries that may increase shareholder` `value.` `On` `5` `October` `2015,` `the` `Company` `announced it had entered into a binding` `Heads` `of` `Agreement` `with` `Investia` `Technologies Pty Ltd (ACN 140 980 703), a` `proprietary company incorporated in Australia` `(`Investia`) and the shareholders of Investia` `(`Investia Shareholders`) for the acquisition of` `100% of the issued shares in Investia (`Investia Shares`), including Investia’s business and` `assets (`Acquisition Agreement`).` `The Acquisition Agreement is subject to a` `number` `of` `conditions,` `including` `that` `$3,700,000 is raised under the Offer and that` `the Essential Resolutions are approved by` `Shareholders at the General Meeting. In` `effect, the Acquisition and completion of the` `Offer are inter-conditional and will only occur` `together or not at all.`	`Sections` `5.1, 5.2, 5.6` `and 12.1.`
`How will the` `Acquisition be` `implemented?`	`The` `Company` `has` `called` `the` `General` `Meeting, to be held on 24 December 2015, to` `seek the approval of its Shareholders to the` `change in focus from engine technology to` `developing` `and` `operating` `a` `financial`	`Sections` `5.2, 5.5, 5.6` `and 5.7`

4175-01/1409498_1

Item	Summary	Further information
	`technology business.` `At the General Meeting, Shareholders will` `consider resolutions relating to the change in` `the nature and scale of the Company’s` `activities, as well as resolutions required for` `Settlement of the Acquisition and undertaking` `the Offer.` `ACE proposes to change its name to “Ookami` `Limited” on Settlement of the Acquisition,` `which in the Board’s opinion will be better` `suited to the Company’s new strategic` `direction.`
`Who is Investia?`	`Investia is an Australian proprietary limited` `company engaged in the development and` `operation of an online platform (`Investia Platform`) for the distribution of financial` `products (`Investia Business`) and is the legal` `and beneficial owner of all of the intellectual` `property rights and licences relating to the` `Investia Platform (`Investia IP`).` `The Investia Platform is a financial services` `software platform that provides Australian` `Financial Services Licence (`AFSL`) holders with` `a streamlined total managed solution to` `capital raisings and distribution of public and` `private` `offerings,` `with` `peer-to-peer` `capabilitiesvia the web based platform and` `mobile application to be developed.` `Investia underwent a name change on 9` `September 2015. It was first incorporated on 7` `December 2009 as EFloat Pty Ltd to develop` `and commercialise a new approach to` `financial services software and technology.` `The` `Investia` `Platform` `is` `based` `on` `the` `successful EFloat platform that was developed` `by Efloat Pty Ltd (Investia’s former name).` `The Investia Platform is a proprietary software` `which has been custom developed from the` `ground up. All intellectual property and` `trademarks are solely owned by Investia.` `Investia’s founders and management team` `has a proven track record in financial and` `capital markets, corporate development and` `restructuring, and information technology.`	`Section7`
B. Business	Model
`How will ACE`	`Following Settlement of the Acquisition, ACE`	`Section 7.4`

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Item	Summary	Further information
`generate` `income?`	`will look to develop the Investia Business.` `The Company’s key customers will be AFSL` `holders and/or their affiliates.` `Historically, Investia has not generated any` `significant revenues because it has been in` `the product development and beta testing` `phases` `of` `its` `business` `life` `cycle.` `It` `is` `anticipated that Investia will commence` `making revenue once the marketing and` `commercialisation strategies outlined under` `the Use of Funds section of this Prospectus are` `implemented.` `Investia anticipates that it will generate` `income through:` `(a)` `capital raisings;` `(b)` `transaction fees;` `(c)` `AFSL annual subscriptions; and` `(d)` `advertising.`
`What are the` `key business` `strategies of` `ACE?`	`Upon successful Settlement of the Acquisition,` `the Company will focus on the further` `development of the Investia Business and the` `Investia Platform.` `The Investia Platform is a financial services` `software platform that allows AFSL license` `holders and/or its affiliates, a seamless and` `streamlined total solution to manage all areas` `of processes surrounding the raising of capital` `for distribution of public and private offers.` `The Company will also seek to further develop` `technology solutions in both the financial` `services and technology industry, with a` `particular focus in financial services software,` `application` `software,` `communication` `software, software as a service (SaaS) and` `online social networking services, and seek out` `and` `evaluate` `other` `complementary` `acquisitions with the intention of creating` `additional value for shareholders.`	`Sections 7.4` `and 7.6`
`What are the` `key` `dependencies` `of ACE’s` `business` `model?`	`The key factors that ACE will depend on to` `meet its objectives are:` `(a)` `ability` `to` `protect` `its` `intellectual` `property in the Investia Business;` `(b)` `ability to develop and commercialise` `the Investia Platform;`	`Section 7.5`

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Item	Summary	Further information
	`(c)` `competition; and` `(d)` `maintaining relationships with its AFSL` `holder partners.`
C. Key Investment Highlights
`What are the` `key investment` `highlights?`	`The Directors are of the view that an` `investment in the Company provides the` `following non-exclusive list of key highlights:` `(a)` `ACE Shareholders will benefit from the` `opportunity` `to` `participate` `in` `the` `development of the Investia Platform;` `(b)` `the Company will gain the experience` `of` `the` `current` `Investia` `senior` `management team, and a core group` `of dedicated investors, all of whom will` `position the Company to compete in a` `growing market;` `(c)` `the combined entity will benefit from a` `larger market capitalisation, enhanced` `Shareholder` `base` `and` `expanded` `access to public capital. These factors` `should provide a more liquid stock` `than either the Company or Investia on` `a standalone basis;` `(d)` `the Acquisition represents an attractive` `investment` `opportunity` `for` `the` `Company to change its business focus` `to that of a financial technology` `company;` `(e)` `the Company will obtain ownership of` `the` `intellectual` `property` `interests` `currently held by Investia providing the` `Company an opportunity to diversify its` `interests to include the business of` `operating and developing the Investia` `Platform; and` `(f)` `the Company may be able to raise` `further funds at higher prices by way of` `share` `equity` `as` `a` `result` `of` `the` `Acquisition.`	`Section 5.3`
D. Key Risks
`What are the` `key risks of an` `investment in` `ACE?`	`The business, assets and operations of the` `Company, including after Settlement of the` `Acquisition, are subject to certain risk factors` `that have the potential to influence the` `operating and financialperformance of the`	`Section8`

4175-01/1409498_1

Summary

Further information

Item

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Company in the future. These risks can impact
on the value of an investment in the Securities
of the Company.

The Board aims to manage these risks by
carefully planning its activities and
implementing risk control measures. Some of
the risks are, however, highly unpredictable
and the extent to which the Board can
effectively manage them is limited.

Based on the information available, a non-
exhaustive list of the key risk factors affecting
the Company are as follows. Refer to Section
8 for details and additional key risks:

`(a)` Delisting from ASX

The Company has been suspended
from trading on the ASX since 5 April
2011. As such, in accordance with
ASX’s policy as set out in section 3.4 of
ASX Guidance Note 33, the Company
will be delisted from the ASX on 1
January 2016 unless it comes out of
suspension before that time or such
later date if ASX grants an extension.

The Company intends to apply to the
ASX for a short extension to allow it
time to complete the acquisition of
Investia and be reinstated to trading
on ASX after 1 January 2016. If this
extension is not granted, the Company
will be delisted from ASX on 1 January
2016, in which case, as detailed below,
the Company will not complete the
Offers and will repay all Application
Monies received.

`(b)` Reinstatement to the official list of ASX

As part of the Company’s change in
nature and scale of activities, ASX will
require the Company to re-comply
with Chapters 1 and 2 of the ASX Listing
Rules. This Prospectus is issued to assist
the Company to re-comply with these
requirements. The Company’s
securities are currently suspended and
will remain suspended until completion
of the Acquisition, Offer, and re-
compliance by the Company with
Chapters 1 and 2 of the ASX Listing
Rules and compliance with any further
conditions ASX imposes on such

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reinstatement. There is a risk that the
Company will not be able to satisfy
one or more of those requirements and
that its securities will consequently
remain suspended from quotation.

In the event that the Company does
not receive conditional approval for
re-quotation on ASX, or the conditions
are not satisfied, the Company will not
proceed with the Offer and will repay
all Application Monies received.

`(c)`

Limited trading history

Investia has limited trading history
under its new branding. Since first
incorporating in December 2009 as
EFloat Pty Ltd, Investia’s activities have
principally involved managing the
processes surrounding the raising of
capital involving the distribution of
public offers and the reinvestment of
funds to further develop its software
and product.

Given Investia’s limited trading history,
and given that its branding and
business is largely unproven, no
assurance can be given that the
Company will achieve commercial
viability through the acquisition of
Investia and the implementation of its
business plan.

(d) Sales and marketing success

Following completion of the Offer, the
Company intends to fully
commercialise the Investia Platform by
focussing on sales and marketing. By its
nature, there is no guarantee that the
Company’s sales and marketing
campaign will be successful. In the
event that it is not, the Company may
encounter difficulty in bringing the
Investia Platform to market and
creating market awareness of the
“Investia” brand. This would likely have
an adverse impact on the Company’s
sales and profitability.

Even if the Company does successfully
commercialise the Investia Platform,
there is a risk the Company will not
achieve a commercial return. The

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Further information

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Company may not be able to sell
products and services to customers at
a rate which covers its operating and
capital costs, or new technology may
overtake the Company’s technology.

`(e)` Protection of intellectual property rights

If the Company fails to protect the
intellectual property rights of Investia
adequately, competitors may gain
access to its technology which would
in turn harm its business. Investia
currently has no issued patents and the
Company may not be able to obtain
patent protection in the future. The
Company’s intellectual property
consists of the Investia’s proprietary
software and custom developed
technology and application. These are
currently protected via being trade
secrets. If any patents are issued in the
future, they may not provide the
Company with any competitive
advantages, or may be challenged by
third parties. Legal standards relating
to the validity, enforceability and
scope of protection of intellectual
property rights are uncertain. Effective
patent, trademark, copyright and
trade secret protection may not be
available to the Company in every
country in which its products are
available. Accordingly, despite its
efforts, the Company may not be able
to prevent third parties from infringing
upon or misappropriating its
intellectual property.

The Company may be required to
incur significant expenses in monitoring
and protecting its intellectual property
rights. It may initiate or otherwise be
involved in litigation against third
parties for infringement, or to establish
the validity, of its rights. Any litigation,
whether or not it is successful, could
result in significant expense to the
Company and cause a distraction to
management. In addition,
unauthorised use of the “Investia”
brand in counterfeit products or
services may not only result in potential
revenue loss, but also have an adverse

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Summary

impact on its brand value and
perceptions of its product qualities.

`(f)` Competition and new technologies

The industry in which Investia is
involved is subject to increasing
domestic and global competition
which is fast-paced and fast-changing.
While the Company will undertake all
reasonable due diligence in its business
decisions and operations, the
Company will have no influence or
control over the activities or actions of
its competitors, whose activities or
actions may positively or negatively
affect the operating and financial
performance of the Company’s
projects and business. For instance,
new technologies could overtake the
advancements made by the Investia
Platform. In that case, the Company’s
revenues and profitability could be
adversely affected.

(g) Reliance on key personnel

The emergence and development of
Investia’s business has been in large
part due to the talent, effort,
experience and leadership of its
management team and their vast
industry contacts and experience, in
particular Mr Zaakir Ismail. Investia is
also substantially dependent on the
continued service of its existing
development personnel because of
the complexity of its services and
technologies. There is no assurance
that the Company will be able to
retain the services of such persons.

(h) AFSL

The ability of the Company to carry out
its business objectives in accordance
with this Prospectus and the
Corporations Act is dependent on
Investia’s ability to access an AFSL. The
Company intends to arrange for the
appointment of Investia as an
authorised representative under an
AFSL during the development of the
Investia Platform.

If Investia is unable to become an

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(i)

(j)

Summary

authorised representative of an AFSL
holder by the time the Investia Platform
is ready for commercial use, the
Company will not be able to
commercially exploit the Investia
Platform unless and until this occurs,
which may adversely affect the
Company’s profitability and ability to
undertake its Business.

Maintenance of an AFSL will depend,
amongst other things, on the holder
and Investia, as an authorised
representative, continuing to comply
with the ASIC imposed licence
conditions and the Corporations Act.
The loss or impairment of the AFSL may
impact on the Company’s profitability
and ability to undertake its Business.

Faults with products/services

Because Investia’s product is complex,
it may have errors or defects that users
identify after they begin using it, which
could harm the Company’s reputation
and business. Internet-based services
frequently contain undetected errors
when first introduced or when new
versions or enhancements are
released. Investia has on occasions
found defects in its product and new
errors in its existing or future developed
products and services may be
detected in the future. If that occurs,
the Company could lose future sales or
customers.

Investia seeks to mitigate this risk by
ensuring that it maintains an agile
development process involved with
patching and updates where these
problems are publicly identified. In
addition, internal processes for testing
and quality assurance reduce
potential risks.

Future capital needs

Further funding may be required by the
Company to support its ongoing
activities and operations, including the
need to develop new products or
enhance the Investia Platform,
enhance its operating infrastructure
and to acquire complementary

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Item	Summary	Further information
	`businesses` `and` `technologies.` `Accordingly, the Company may need` `to engage in equity or debt financings` `to secure additional funds. There can` `be no assurance that such funding will` `be available on satisfactory terms or at` `all at the relevant time. Any inability to` `obtain additional funding will adversely` `affect` `the` `business` `and` `financial` `condition` `of` `the` `Company` `and` `consequently its performance.`
E. Directors, Key Management Personnel and Substantial Holders
`Who are the` `Directors?`	`It is proposed that there will be no changes to` `the Board upon Settlement of the Acquisition,` `and that the Board remains comprised of Mr` `Faldi Ismail (Non-executive Chairman), Mr` `Peter` `Wall` `(Non-executive` `Director),` `Dr` `Brendan de Kauwe (Non-executive Director)` `and Mr Chris Ntoumenopoulos (Non-executive` `Director).` `The profiles of each of the Directors are set out` `in Section 9.2. Details of the personal interests` `of each of the above individuals are set out in` `Section 9.4.`	`Section9`
`Who are the` `Key` `Management` `Personnel?`	`Apart from the Directors, upon successful` `completion of the Acquisition, Mr Zaakir Ismail,` `the brother of Mr Faldi Ismail, will be` `appointed as the Chief Technical Officer of` `the Company. Mr Zaakir Ismail is currently the` `sole` `director` `and` `indirect` `controlling` `shareholder of Investia.`	`Section 9.3`
`Substantial` `Holders`	`Shareholders who currently hold, and are` `expected to hold, 5% or more of the total` `number of Shares on issue on completion of` `the Acquisition and Offers are detailed in` `Section 7.13.`	`Section` `7.13`
`Investia` `Shareholders`	`Details of the Investia Shareholders, and the` `maximum` `number` `of` `Shares` `they` `are` `expected to hold, are detailed in Sections` `7.13 and 7.14.`	`Sections` `7.13 and` `7.14`
`Related Party` `Transactions`	`Details of Director remuneration and interests` `in the Company’s securities are provided in` `Section 9.4.` `Details of related party transactions are` `detailed in Sections and 9.5 and 12.2 to 12.5.`	`Sections` `9.4, 9.5` `and 12.2 -` `12.5`

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Item	Summary	Further information
	`Otsana Capital is a related party of the` `Company, being controlled by Mr Faldi Ismail.` `Otsana Capital, which has been appointed as` `lead manager to the Offer and corporate` `advisor to the Company, is entitled to a 2%` `corporate advisory fee and a capital raising` `fee of up to 4% of funds raised under the Offer` `together` `with` `(subject` `to` `Shareholder` `approval) up to 5,000,000 Options. Further` `details are provided in Section 12.3.`
F. Financial Information
`How has ACE` `being` `performing?`	`The audited statement of financial position for` `ACE as at 30 June 2015 is set out in the` `Investigating Accountant’s Report in Section` `10.`	`Section 10`
`What is the` `financial` `outlook for` `ACE?`	`The pro-forma statement of financial position` `for ACE as at 30 June 2015 (which assumes` `Settlement of the Acquisition) is set out in the` `Investigating Accountant’s Report in Section` `10.`	`Section 10`
`Does ACE have` `sufficient funds` `for its activities?`	`The funding for ACE’s short to medium term` `activities` `will` `be` `generated` `from` `a` `combination of the money raised under the` `Offer and existing cash reserves.`	`Section 6.7`
G. Offers
`What is the` `purpose of the` `Offers?`	`The purpose of the Offer is to position the` `Company to seek to achieve the objectives` `set out below in Section 6.5 and to meet the` `requirements of the ASX and satisfy Chapters 1` `and 2 of the ASX Listing Rules.` `The satisfaction of Chapters 1 and 2 of the ASX` `Listing Rules is sought for the purpose of` `seeking ASX’s approval for reinstatement of` `the Company’s Securities to quotation.` `The purpose of the Offer is also to provide` `sufficient` `working` `capital` `to` `meet` `the` `Company’s` `anticipated` `overhead` `and` `administration expenses over the next twenty` `four months.` `On completion of the Offer, the Board` `believes the Company will have sufficient` `working capital to achieve these objectives.` `The Company intends to apply funds raised` `from the Offer, together with existing cash`	`Sections 6.5` `and 6.7`

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Item	Summary	Further information
	`reserves, over the first two years following` `reinstatement of the Company to quotation` `on the official list of ASX in the manner set out` `in the table in Section 6.7.` `The purpose of the Option Offer is for the issue` `of Options to brokers and corporate advisors` `in consideration for capital raising services` `provided in respect of the Offer.` `The purpose of the Conversion Offer is for` `conversion of the funds drawn down by the` `Company` `under` `the` `Convertible` `Loan` `Agreements into Shares and to remove the` `need for an additional disclosure document` `to be issued upon the sale of any Shares` `issued pursuant to the Conversion Offer.`
`Is the Offer` `underwritten?`	`The Offer is not underwritten.`	`Section` `6.1(b)`
`What is being` `offered and` `who is entitled` `to participate` `in the Offers?`	`Under the Offer, ACE will be offering to new` `investors 185,000,000 Shares at an issue price` `of $0.02 per Share to raise $3,700,000 before` `costs.` `The Option Offer is an offer of up to 25,000,000` `Options to brokers and corporate advisors of` `the Company. Accordingly, you should not` `complete an Application Form in relation to` `the Option Offer unless specifically directed to` `do so by the Company.` `The Conversion Offer is an offer of up to` `15,000,000 Shares to the Convertible Loan` `Holders.` `Accordingly,` `you` `should` `not` `complete an Application Form in relation to` `the` `Conversion` `Offer` `unless` `specifically` `directed to do so by the Company.`	`Section 6`
`What will ACE’s` `capital` `structure look` `like after` `completion of` `the Offers and` `the Acquisition?`	`Refer to Section 7.12 for a pro forma capital` `structure` `following` `Settlement` `of` `the` `Acquisition and the Offers.`	`Section` `7.12`
`Will I be` `guaranteed a` `minimum` `allocation` `under the` `Offer?`	`No, the Company is not in a position to` `guarantee a minimum application of Shares` `under the Offer.`	`Section 6.1`

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Item	Summary	Further information
`What are the` `terms of the` `Securities` `offered under` `the Offers?`	`A summary of the material rights and liabilities` `attaching to:` `(a)` `the Shares offered under the Offer and` `the Conversion Offer are set out in` `Section 13.2; and` `(b)` `the Options issued under the Option` `Offer are set out in Section 13.4.`	`Sections` `13.2 and` `13.4`
`Will any` `Securities be` `subject to` `escrow?`	`Subject to the Company re-complying with` `Chapters 1 and 2 of the ASX Listing Rules and` `completing the Offer, certain Securities on` `issue may be classified by ASX as restricted` `securities and will be required to be held in` `escrow for up to 24 months from the date of` `Official Quotation.` `During the period in which these Securities are` `prohibited from being transferred, trading in` `Shares may be less liquid which may impact` `on the ability of a Shareholder to dispose of his` `or her Shares in a timely manner.` `All or a proportion of the Consideration Shares` `may be restricted from trading for a period of` `up to 24 months after the date of re-admission` `of the Company to the Official List.`	`Section` `7.15`
`Will the Shares` `and Options be` `quoted?`	`Application for quotation of all Shares to be` `issued under the Offers will be made to ASX no` `later than 7 days after the date of this` `Prospectus.` `The Company will not apply for quotation of` `Options offered under this Prospectus.`	`Section` `6.11`
`What are the` `key dates of` `the Offers?`	`The key dates of the Offers are set out in the` `indicative timetable in Section 3.`	`Section 3`
`What is the` `minimum` `investment size` `under the` `Offer?`	`Applications under the Offer must be for a` `minimum of $2,000 worth of Shares (100,000` `Shares) and thereafter, in multiples of $500` `worth of Shares (25,000 Shares).`	`Section` `6.1(c)`
`Are there any` `conditions to` `the Offers?`	`The Offers are conditional on:` `(a)` `the Acquisition Agreement becoming` `unconditional;` `(b)` `Shareholders approving the Essential` `Resolutions required to implement the` `Acquisition and the Offers at the`	`Section 6.5`

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Item	Summary	Summary	Further information
	`General Meeting; and` `(a)` `ASX conditional approval to re-admit` `the Company’s Shares to Official` `Quotation.` `If any of these Conditions are not satisfied, the` `Acquisition and the Offers will not proceed.`
H. Use of proceeds
`How will the` `proceeds of` `the Offer be` `used?`	`The Offer proceeds will be used for:` `(a)` `expenses of the Offer;` `(b)` `development of Investia and the` `Investia Business;` `(c)` `evaluate and seek complementary` `acquisitions;` `(d)` `global marketing activities; and` `(e)` `operating expenses/working capital` `of the Company.`		`Section 6.7` `and 13.10`
I. Additional information
`Is there any` `brokerage,` `commission or` `duty payable` `by applicants?`	`No brokerage, commission or duty is payable` `by Applicants on the acquisition of Shares` `under the Offer.` `The Company will issue up to 25,000,000` `unlisted Options to brokers and corporate` `advisers pursuant to the Option Offer.`
`What are the` `tax implications` `of investing in` `Shares?`	`Holders of Shares may be subject to Australian` `tax on dividends and possibly capital gains tax` `on a future disposal of Shares subscribed for` `under this Prospectus.` `The tax consequences of any investment in` `Shares and Options will depend upon an` `investor’s particular circumstances. Applicants` `should obtain their own tax advice prior to` `deciding whether to subscribe for Shares or` `Options offered under this Prospectus.`
`Where can I` `find more` `information?`	• •	`By speaking to your sharebroker, solicitor,` `accountant` `or` `other` `independent` `professional adviser;` `By reviewing ACE’s public` `announcements, which are accessible` `from ASX’s website at` `http://www.asx.com.au` `under the ASX` `code “ACE”;`

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Item	Summary	Further information
	• `By visiting ACE’s website at` `www.ookami.com.au` • `By visiting Investia’s website at` `www.investia.com.au` • `By contacting Shannon Coates, ACE’s` `Company Secretary, on +61 8 9481 7833;` `or` • `By contacting the Share Registry on` `+61 8 9324 2099.`

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5. TRANSACTION OVERVIEW

5.1 The Company

The Company is an Australian public company listed on the official list of ASX
(ASX code: ACE). The Company was incorporated on 5 December 1983 and
was admitted to the official list of the ASX on 21 February 2000. At this time, the
Company specialised in research, development and production of patented
electronic fuel injection and engine management technologies.

Following the appointment of voluntary administrators to the Company on 29 August 2014, the Company entered into a recapitalisation proposal with Otsana Capital which resulted in the execution and effectuation, on 23 September 2015, of a Deed of Company Arrangement ( DOCA ) and Creditors’ Trust that compromised all of the outstanding pre-administration debts of the Company.

Following completion of the DOCA on 23 September 2015, the Company has
been actively seeking to identify and evaluate new opportunities both in related
or non-related industries that may increase shareholder value.

5.2 The Acquisition

On 5 October 2015, ACE announced to ASX that it entered into a binding Heads of Agreement ( Acquisition Agreement ) with Investia Technologies Pty Ltd ( Investia ) and the Investia Shareholders for the acquisition of 100% of the issued shares in Investia, including Investia’s business and assets ( Acquisition ).

A summary of the Acquisition Agreement, including the conditions precedent to
settlement occurring on the Acquisition, is set out in Section 12.1.

Upon successful Settlement of the Acquisition, the Company will focus on
developing and operating Investia and the Investia Business. A more detailed
summary of Investia and the proposed business of the Company following
Settlement is set out in Section 7.

5.3 Key investment highlights

The Directors are of the view that an investment in the Company provides the
following non-exclusive list of key highlights:

(a) ACE Shareholders will benefit from opportunity to participate in the development of the Investia Platform;
(b) the Company will gain the experience of the current Investia senior management team, and a core group of dedicated investors, all of whom will position the Company to compete in a lucrative and growing market;
(c) the combined entity will benefit from a larger market capitalisation, enhanced Shareholder base and expanded access to public capital. These factors should provide a more liquid stock than either the Company or Investia on a standalone basis;
(d) the Acquisition represents an attractive investment opportunity for the Company to change its business focus to that of a financial technology company;

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(e) the Company will obtain ownership of the intellectual property interests currently held by Investia providing the Company an opportunity to diversify its interests to include the business of operating and developing the Investia Platform; and
(f) the Company may be able to raise further funds at higher prices by way of share equity as a result of the Acquisition.

5.4 About Investia

Investia is Australian proprietary limited company engaged in the development and operation of an on-line platform ( Investia Platform ) for the distribution of financial products ( Investia Business ) and is the legal and beneficial owner of all of the intellectual property rights and licences relating to the Investia Platform ( Investia IP ).

The Investia Platform is a financial services software platform that provides Australian Financial Services Licence ( AFSL ) holders with a streamlined total managed solution to capital raisings and distribution of public and private offerings, with peer-to-peer capabilities.

Investia underwent a name change on 9 September 2015. It was first
incorporated on 7 December 2009 as EFloat Pty Ltd to develop and
commercialise a new approach to financial services software and technology.

The Investia Platform is based on the successful EFloat platform that was
developed by Efloat Pty Ltd.

Investia’s previous incarnation ‘Efloat’ was created by Mr Zaakir Ismail based on
his experience as an executive at Otsana Capital, a corporate advisory firm in
Western Australia. On the successful completion of numerous ASX listing,
company restructures and recapitalisations, he quickly identified a need to
automate and stream line the processes surrounding capital raisings, investor
management and compliance with regulatory bodies.

Please refer to Section 7 for a more detailed summary of Investia and the
Company’s proposed business following Settlement of the Acquisition.

5.5 Suspension and Re-admission to ASX

The Acquisition, if successfully completed, will represent a significant change in
the nature and scale of ACE’s operations from a company specialising in
research development and production of patented electronic fuel injection and
engine management technologies to a financial technology company focused
on developing the Investia Business, as well as seek to further develop
technology solutions in both the financial and other technology industries. In
addition, the Company will seek out and evaluate other complementary
acquisitions with the intention of creating additional value for shareholders.

ASX has indicated that this change in the nature and scale of ACE’s activities will
require:

(a) the approval of Shareholders; and
(b) the Company to re-comply with the admission requirements set out in Chapters 1 and 2 of the ASX Listing Rules.

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The Company’s Securities are currently suspended from trading on ASX and will
not be reinstated unless each Essential Resolution is passed by Shareholders (see
Section 5.6 below for further details) and ASX approves the Company’s re-
compliance with the admission requirements of Chapters 1 and 2 of the ASX
Listing Rules.

The Shares will not be reinstated to Official Quotation until ACE has re-complied
with Chapters 1 and 2 of the ASX Listing Rules and is re-admitted by ASX to the
Official List.

Some of the key requirements of Chapters 1 and 2 of the Listing Rules are:

(a) the Company must satisfy the shareholder spread requirements relating to the minimum number of Shareholders and the minimum value of the shareholdings of those Shareholders; and
(b) the Company must satisfy the “assets test” as set out in ASX Listing Rule 1.3.

It is expected that the conduct of the Offer pursuant to this Prospectus will
enable the Company to satisfy the above requirements.

Applicants should be aware that ASX will not re-admit or admit any Shares to
Official Quotation until ACE re-complies with Chapters 1 and 2 of the Listing Rules
and is re-admitted by ASX to the Official List. In the event that ACE does not
receive conditional approval for re-admission to the Official List, ACE will not
proceed with the Offer and will repay all Application monies received by it in
connection with this Prospectus (without interest).

If Shareholder approval to the change in nature and scale of ACE’s activities is
not obtained, the Company will be de-listed from the Official List of the ASX.

5.6 Shareholder Approval of Essential Resolutions

ACE has called the General Meeting primarily for the purpose of seeking the
approval of Shareholders to a number of resolutions required to implement the
Acquisition.

It is a condition to completion of the Offers under this Prospectus, as well as the
Acquisition, that each of the following resolutions is approved by Shareholders:

(a) the significant change in the nature or scale of the Company’s activities to become a technology company, for which Shareholder approval is required under ASX Listing Rule 11.1.2;
(b) the issue of Shares and Options in consideration for the Acquisition, being the issue of:

1. 17,500,000 Shares to the Investia Shareholders (or their nominees) as initial consideration ( Initial Consideration Shares );

2. 17,500,000 Options to the Investia Shareholders (or their nominees) as initial consideration ( Initial Consideration Options );

3. 15,000,000 Shares to the Investia Shareholders (or their nominees) on the satisfaction of Milestone 1 (being Investia achieving registration of 25,000 users on the Investia Platform

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within 18 months of the Company being re-quoted on the ASX) ( Milestone 1 Consideration Shares ); and

4. 17,500,000 Shares to the Investia Shareholders (or their nominees) on the satisfaction of Milestone 2 (being Investia achieving total revenue of $750,000 within 24 months of the Company being re-quoted on the ASX) ( Milestone 2 Consideration Shares ),

(c) the issue of Shares under the Offer;
(d) the issue of Options under the Option Offer;
(e) the issue of Shares under the Conversion Offer;
(f) adopt the Company’s Performance Rights Plan ( Plan ) and the issue of up to 36,000,000 Performance Rights pursuant to the Plan to the Directors of the Company on the terms set out in Section 13.6; and
(g) change of the Company’s name to “Ookami Limited” with effect from when ASIC alters the details of the Company’s registration,

`(each, an` Essential Resolution `).`

If any of the Essential Resolutions are not approved by Shareholders the
Acquisition (including the Offers under this Prospectus) will not be completed.

5.7 Change of Name

Subject to Shareholder approval being obtained, the Company will change its
name to “Ookami Limited” following Settlement, which in ACE’s opinion will be
better suited to ACE’s new strategic direction into the technology sector.

An overview of the Company’s business following Settlement of the Acquisition is
set out in Section 7.

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6. DETAILS OF THE OFFERS

6.1 The Offer

Pursuant to this Prospectus, the Company will be offering 185,000,000 Shares at
an issue price of $0.02 per Share to raise $3,700,000 before costs.

The Shares offered under the Offer will rank equally with the existing Shares on
issue. Refer to Section 13.2 for a summary of the terms of Shares.

`(a)` Minimum subscription

The minimum subscription for the Offer is $3,700,000.

`(b)` Underwriting

The Offer is not underwritten.

`(c)` Minimum application amount

Applications under the Offer must be for a minimum of $2,000worth of
Shares (100,000 Shares) and thereafter, in multiples of $500 worth of
Shares (25,000 Shares).

`(d)` Eligible participants

To participate in the Offer you must be a resident of Australia. See
Section 6.13 for further details.

Where the Company accepts oversubscriptions, the Shares to be issued
under the oversubscriptions will be issued at the absolute discretion of
the Directors.

Accordingly, the Company is not in a position to guarantee a minimum
application of Shares under the Offer.

`(e)` Quotation and trading

Application for quotation of the Shares issued under the Offer will be
made to ASX no later than 7 days after the date of this Prospectus. See
Section 6.11 for further details.

No Shares issued pursuant to the Offer will be subject to any escrow
requirement by the ASX.

6.2 Option Offer

The Company has agreed to offer Options to brokers and corporate advisers for
capital raising services provided to the Company.

As such, this Prospectus includes a separate offer of 25,000,000 Options to
brokers and corporate advisers. The terms of the Options are summarised in
Section 13.4.

Only specified brokers and corporate advisers (or their nominees) may accept
the Option Offer. An Application Form in relation to the Option Offer will be
issued to brokers and corporate advisers together with a copy of this Prospectus.

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The Options will not be quoted.

6.3 Conversion Offer

This Prospectus also includes an offer of Shares to be issued on conversion of the funds drawn down by the Company under the Convertible Loan Agreements ( Conversion Offer ).

The material terms and conditions of the Convertible Loan Agreements are
summarised at Section 12.2 of this Prospectus.

Application for quotation of the Shares issued under the Conversion Offer will be
made to ASX no later than 7 days after the date of this Prospectus. See Section
6.11 for further details.

Only Convertible Loan Holders may accept the Conversion Offer. A personalised
Application Form in relation to the Conversion Offer will be issued to each of
Convertible Loan Holders together with a copy of this Prospectus.

6.4 Cleansing Offer

This Prospectus also includes an offer of one Share, which shall remain open for a period of 12 months from the date of the Company’s re-admission to the Official List ( Cleansing Offer ).

6.5 Conditions of the Offers

The Offers are conditional on the following conditions ( Conditions

(a) the Acquisition Agreement becoming unconditional;
(b) Shareholders approving the Essential Resolutions; and
(c) ASX conditionally confirming that it will re-admit the Company’s Shares to Official Quotation.

In the event that any of the Conditions is not satisfied, and is not waived, the
Offers will not proceed and no Securities will be issued under this Prospectus. If
this occurs, Applicants will be reimbursed their Application monies (without
interest).

6.6 Purpose of the Offers

The primary purpose of the Offer is to:

(a) assist ACE to meet the re-admission requirements of ASX under Chapters 1 and 2 of the ASX Listing Rules (e.g. Shareholder spread) (see Section 5.5 for further details); and
(b) to provide the Company with additional funding to progress the development and marketing of the Business and provide the Company with sufficient working capital to meet its anticipated overhead and administrative expenses over the next 24 months.

ACE intends on applying the funds raised under the Offer along with its current
cash reserves in the manner detailed inSection 6.7.

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The purpose of the Option Offer is for the issue of Options to brokers and
corporate advisors in consideration for capital raising services provided in
respect of the Offer.

The purpose of the Conversion Offer is for conversion of the funds drawn down
by the Company under the Convertible Loan Agreements into Shares and to
remove the need for an additional disclosure document to be issued upon the
sale of any Shares issued pursuant to the Conversion Offer.

The purpose of the Cleansing Offer is to remove the need for an additional
disclosure document to be issued upon the sale, within 12 months of issue, of any
Initial Consideration Shares issued by the Company on Settlement or other
Shares issued without disclosure while the Cleansing Offer is open.

6.7 Use of Funds

ACE intends to apply funds raised from the Offer, together with existing cash
reserves, in the next two years following re-admission to the Official List of the ASX
(for the purpose of satisfying ASX’s requirements for re-listing following a
significant change to the nature and scale of the Company’s activities) as
follows.

SOURCES OF FUNDS	2016	2017	Total	Total
Estimated ACE cash balance at relisting1	`$` `100,000`	`$` `-`	`$` (
Equity raising amount	`$` `3,700,000`	`$` `-`	`$` (
Total funds available	$ 3,800,000	$ 1,785,870	$ 3,800,000
USE OF FUNDS	2016	2017		Total
Investia Platform Development and Commercialisation
`Software Developers & System` `Architects`	`$` `282,829`	`$` `141,414`	`$` `424,243`
`CTO – Project Manager/Business` `Analyst`	`$` `60,000`	`$` `60,000`	`$` `120,000`
`Mobile Application`	`$` `32,091`	`$` `10,697`	`$` `42,788`
`Hosting & 3rd Party Services`	`$` `20,190`	`$` `20,190`	`$` `40,380`
`Support & Maintenance`	`$` `65,600`	`$` `131,200`	`$` `196,200`
`Research & Development`	`$` `150,000`	`$` `150,000`	`$` `300,000`
Subtotal	$ 610,110	$ 513,501	$ 1,123,611
Global Marketing Activities
`Business Development & Marketing`	`$` `200,000`	`$` `150,000`	`$` `350,000`
`Branding`	`$` `20,000`	`$` `20,000`	`$` `40,000`

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`Direct Sales & Marketing Activities`	`$` `90,000`	`$` `120,000`	`$` `210,000`
Subtotal	$ 310,000	$ 290,000	$ 600,000
Other Expenses
`Recapitalisation`	`$` `90,000`	`$` `-`	`$` `90,000`
`Costs of Offers`	`$` `315,020`	`$` `-`	`$` `315,020`
Subtotal	$ 405,020	$ -	$ 405,020
Working Capital	$ 689,000	$ 982,369	$ 1,671,369

TOTAL USES OF FUNDS	$ 2,014,130	$ 1,785,870	$ 3,800,000

Notes:

1 Refer to the Investigating Accountant’s Report set out in Section 10 of this Prospectus for further details.
2 Refer to Section 13.10 of this Prospectus for further details in relation to the expense of the Offer.

The above table is a statement of current intentions as of the date of lodgement
of this Prospectus with the ASIC. As with any budget, intervening events and new
circumstances have the potential to affect the ultimate way funds will be
applied. The Board reserves the right to alter the way funds are applied on this
basis.

Actual expenditure may differ significantly from the above estimates due to a
change in market conditions, the development of new opportunities and other
factors (including the risk factors outlined in Section 8).

The Board believes that the funds raised from the Offer, combined with existing
funds, will provide ACE with sufficient working capital at anticipated expenditure
levels to achieve its objectives set out in this Prospectus.

It should be noted that the Company may not be self-funding through its own
operational cash flow at the end of the two year period referred to above.
Accordingly, the Company may require additional capital beyond this point,
which will likely involve the use of additional debt or equity funding.

6.8 Taxation

The acquisition and disposal of Shares and Options will have tax consequences,
which will differ depending on the individual financial affairs of each investor.

It is not possible to provide a comprehensive summary of the possible taxation
consequences of all potential Applicants. As such, all potential investors in ACE
are urged to obtain independent financial advice about the consequences of
acquiring Shares and Options from a taxation viewpoint and generally.

To the maximum extent permitted by law, ACE, its officers and each of their
respective advisors accept no liability and responsibility with respect to the
taxation consequences of subscribing for Shares and Options under this
Prospectus.

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6.9 Applications

Applications for Shares and Options under the Offers must be made using the
relevant Application Form.

By completing an Application Form, you will be taken to have declared that all
details and statements made by you are complete and accurate and that you
have personally received the Application Form together with a complete and
unaltered copy of the Prospectus.

Completed Application Forms must be mailed or delivered to the address set out on the Application Form, with sufficient time to be received by or on behalf of the Company by no later than 5.00pm (WST) on the Closing Date , which is currently scheduled to occur on 24 December 2015.

Applications under the Offer must be accompanied by payment in full in
Australian currency by cheque in accordance with the instructions set out in the
Application Form.

Participation in the Option Offer is personal and  Application Forms in relation to
the Option Offer will be issued to the relevant participants together with a copy
of this Prospectus.

Participation in the Conversion Offer is personal and personalised Application
Forms in relation to the Conversion Offer will be issued to the relevant
participants together with a copy of this Prospectus.

The Company reserves the right to close the Offers early.

If you require assistance in completing an Application Form, please contact the
Share Registry on +61 8 9324 2099.

6.10 Issue of Shares and Allocation Policy under Offer

`(a)` General

Subject to the satisfaction of each of the Conditions (see Section 6.5),
the issue of Shares offered by this Prospectus will take place as soon as
practicable after the Closing Date and in accordance with the
timetable set out in Section 3.

`(b)` Offer

The allocation of Shares under the Offer will be determined by the Board
in its absolute discretion.

There is no guaranteed allocation of Shares under the Offer.

The Board reserves the right to reject any Application or to allocate any
Applicant fewer Shares than the number applied for. Where the number
of Shares issued is less than the number applied for, or where no issue is
made, surplus Application monies will be refunded (without interest) to
the Applicant as soon as practicable after the Offer Closing Date.

The Company’s decision on the number of Shares to be allocated to an
Applicant will be final.

(c) Defects in Applications

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If an Application Form is not completed correctly or if the
accompanying payment is the wrong amount, the Company may, in its
discretion, still treat the Application Form to be valid. The Company’s
decision to treat an Application as valid, or how to construe, amend or
complete it, will be final.

`(d)` Interest

Pending the issue of the Shares or payment of refunds pursuant to this
Prospectus, all Application monies will be held by ACE in trust for
Applicants in a separate bank account as required by the Corporations
Act. ACE, however, will be entitled to retain all interest that accrues on
the bank account and each Applicant waives the right to claim
interest.

6.11 ASX listing

ACE will apply for Official Quotation of all Shares issued under this Prospectus
within 7 days after the date of this Prospectus. However, Applicants should be
aware that ASX will not commence Official Quotation of any Shares until ACE
has re-complied with Chapters 1 and 2 of the ASX Listing Rules and has received
the approval of ASX to be re-admitted to the Official List (see Section 5.5). As
such, the Shares may not be able to be traded for some time after the close of
the Offers.

If the Shares are not admitted to Official Quotation by ASX before the expiration
of 3 months after the date of this Prospectus, or such period as varied by the
ASIC, or if ASX otherwise rejects ACE’s application for re-admission to the Official
List (see Section 5.5), ACE will not issue any Shares and will repay all Application
monies for the Shares within the time prescribed under the Corporations Act,
without interest. In those circumstances ACE will not proceed with the Acquisition
or the Offers.

The fact that ASX may grant Official Quotation to the Shares is not to be taken in
any way as an indication of the merits of ACE or the Shares now offered for
subscription.

6.12 Clearing House Electronic Sub-Register System and Issuer Sponsorship

ACE participates in the Clearing House Electronic Sub-register System ( CHESS ). ASX Settlement Pty Ltd, a wholly owned subsidiary of ASX, operates CHESS. Investors who do not wish to participate through CHESS will be issuer sponsored by ACE.

Electronic sub-registers mean that ACE will not be issuing certificates to investors.
Instead, investors will be provided with holding statements (similar to a bank
account statement) that set out the number of Shares issued to them under this
Prospectus. The holding statements will also advise holders of their Holder
Identification Number (if the holder is broker sponsored) or Security Holder
Reference Number (if the holder is issuer sponsored) and explain, for future
reference, the sale and purchase procedures under CHESS and issuer
sponsorship.

Electronic sub-registers also mean ownership of Shares can be transferred
without having to rely upon paper documentation. Further, monthly statements
will be provided to holders if there have been any changes in their security
holding in ACE during the preceding month. Shareholders may request a holding

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statement at any other time, however a charge may be made for such
additional statements.

6.13 General

This Prospectus does not, and is not intended to, constitute an offer of, or
invitation to apply for, Securities in any place or jurisdiction, or to any person to
whom, it would not be lawful to make such an offer or invitation. The distribution
of this Prospectus in jurisdictions outside Australia may be restricted by law and
persons who come into possession of this Prospectus should seek advice on and
observe any of these restrictions. Any failure to comply with such restrictions may
constitute a violation of applicable securities laws.

No action has been taken to register or qualify the Securities or otherwise permit
a public offering of the Securities the subject of this Prospectus in any jurisdiction
outside Australia. Applicants who are resident in countries other than Australia
should consult their professional advisers as to whether any governmental or
other consents are required or whether any other formalities need to be
considered and followed in order to accept an Offer.

If you are outside Australia, it is your responsibility to ensure compliance with all
laws of any country relevant to, and obtain all necessary approvals for, the issue
of the Securities pursuant to this Prospectus. The return of a completed
Application Form will be taken by ACE to constitute a representation and
warranty by you that there has been no breach of any such laws and all
relevant approvals have been obtained.

Where this Prospectus has been dispatched to persons in jurisdictions outside of
Australia, in which the securities legislation or regulation requires registration or
any analogous treatment, this Prospectus is provided for information purposes
only. Other than Australia, this Prospectus has not been and will not be
registered under any such legislation or regulation or in any such jurisdiction.

The Offers do not and will not constitute an offer of Securities in the US.
Furthermore, no person ordinarily resident in the US is or will become permitted to
submit an Application Form. If the Company believes that any Applicant is
ordinarily resident in the US, or is acting on behalf of a person or entity that is
ordinarily a resident of the US, the Company will reject that applicant’s
application.

6.14 Enquiries

If you have any queries in relation to the Offer, please contact Shannon Coates,
the Company Secretary on +61 8 9481 7833.

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7. COMPANY AND INVESTIA OVERVIEW

7.1 Business Overview

As detailed in Section 5.1, following the appointment of voluntary administrators
to the Company on 29 August 2014, the Company entered into a
recapitalisation proposal with Otsana Capital which resulted in the execution
and effectuation, on 23 September 2015, of a DOCA and Creditors’ Trust that
compromised all of the outstanding pre-administration debts of the Company.

On 5 October 2015, the Company announced that it had entered into the
Acquisition Agreement to acquire 100% of Investia.

The Board of ACE has been evaluating alternative corporate opportunities, both
in Australia and overseas, which have the potential to deliver strong future
growth for shareholders. The proposed acquisition of Investia is consistent with
this strategy and has been unanimously recommended by the Board of ACE.

The Company’s intention, on completion of the acquisition of Investia, is to be re-
admitted to quotation on the ASX as a listed technology and software
development company, and with a focused objective of expanding its
intellectual property portfolio in technology solutions, including financial services
software, application software, communication software, software as a service
(SaaS), online social networking services.

Further information can be found on ACE’s website, www.ookami.com.au.

7.2 Background on Investia

`(a)` History of Investia

Investia underwent a name change on 9 September 2015. It was first
incorporated on 7 December 2009 as EFloat Pty Ltd to develop and
commercialise a new approach to financial services software and
technology.

Investia’s previous incarnation, ‘Efloat’, was created by Mr Zaakir Ismail
based on his experience as an executive at Otsana Capital, a
corporate advisory firm in Western Australia. On the successful
completion of numerous ASX listing, company restructures and
recapitalizations, he quickly identified a need to automate and stream
line the processes surrounding capital raisings, investor management
and compliance with regulatory bodies.

`(b)` Corporate structure post Transaction

The diagram below provides an overview of ACE’s corporate structure
upon completion of the Transaction.

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Note – the Company is in the process of liquidating its Chinese subsidiary, AEC China Ltd.  This process has
formally commenced and is expected to be complete early 2016. The subsidiary does not have any
assets or liabilities. The Company also has a 26% shareholding in Monika ACE Ltd, incorporated in Thailand.
The other shareholders are Monika Motors Ltd (63%) and a Thai based individual (11%). Monika ACE Ltd
was established as an incorporated joint venture vehicle to build new natural gas (NG) vehicles and re-
power existing vehicles with NG engines. The Company intends disposing of this shareholding, which is not
attributed any value, as soon as practicable.

Figure 1: ACE corporat e structure upon completion of the Acquisition

`(c)` Overview o f the Investia Platform

The Investia Platform is an all in one data collection, client management
and offer generation and auditing system, which includes the following
intuitive features:

1. creation and marketing of public and privat e offer documents to accompany a public prospectus and t e rm sheets for all for m s of capital raisings;

2. ge n eration and tabulation of completed offer documents;

3. ele c tronic collection, management and storage of client inf o rmation and data;

4. co m pliance document management and u p dating; 5. au d iting of monies raised;

6. da t a packaging for share registry submission;

7. management of incoming funds and scale b a ck processes; 8. cli e nt communication features; and

9. pr o motion of upcoming offers.

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Figure 2: Example of Investia Platform Online Application Form

4175-01/1409498_1

`(d)` Investia Services

Investia provides a total and intuitive solution through a single seamless
online platform. The Investia Platform can be used to manage the
following:

1. marketing and promotion of the issue of securities;

2. management of the groups and affiliate’s client databases;

3. collection of individual funds and execution of order confirmations;

4. holding of funds into a specified trust account for the issuer;

5. reconciliation of funds and orders that will be provided to the affiliate on completion of the issue;

6. management of affiliate remuneration to the issue;

7. collection, storage and management of 708 certificates;

8. collection and management of client information;

9. client access to account information and participation history;

10. notification to clients of future events;

11. updating clients on current status of offers;

12. seamless client interface online; and

13. mobile client access through custom application.

`(e)` Why create Investia?

Investia’s team identified the inefficiencies and cost burdens in the
existing methods of marketing and raising of capital and set out to
create the following:

1. to create the premier online and mobile solution for AFSL holders;

2. to provide a simple and seamless platform for the client to manage their participation in a placement, from the initial offer document to the confirmation note;

3. to expose the wider clientele to the opportunities in investing at a level that they would not generally be able to participate in;

4. to allow AFSL holders to benefit from a simple and effective platform to market and manage all back end processes in a placement;

5. to develop the most cost effective system to manage the capital raising process;

6. to generate maximum profit and efficiency via an automated platform; and

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7. to e xponentially grow Investia’s reputation a n d client database on t he back of successful placements.

`(f)` IP protectio n over the Business

The Investia Platform is a proprietary software which has been custom
developed from the ground up. All intellectual property and trademarks
are solely owned by Investia.

`(g)` Investia for A FSL holders – The ‘White Label’ Solution

Investia has the ability for the AFSL holder to offer its placement to the
clients of other AFSL holders in the Investia Platform through an
integrated commission sharing feature of the Platform.

This solution opens up countless collaboration opportunities between
corporate groups allowing:

1. satisfaction of spread requirements;

2. tar g eted collaboration with synergistic corp o rate and capital groups;

3. the ability to take on larger capital raisings;

4. str a tegic private placements;

5. ad d itional revenue streams to deal and proje c t sources; and

6. ad d itional revenue stream to capital raisers a n d funders.

The Investia Platform can also be utilised as a ‘White Label’ solution for
its corporate clientele, allowing the integration of an organisation’s
branding and presence to its clients through the web based platform
and mobile application.

The diagram below provides an overview of the Investia Platform “White
Label” process:

Figure 3: Investia “Whit e Label” Solution

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7.3 Industry overview

`(a)` Financial technology and services market

Investia operates within the financial technology and services industry.

The Australian financial services industry contributes the highest share of
sector value to the Australian economy, adding an estimated 9% to
national GDP in 2014 and contributing circa $18 billion in tax revenue
per year.

The financial services sector in Australia, including the ASX, is becoming
internationally recognised by businesses as a leading financial services
hub within the Asia-Pacific region. Approximately $900 million was raised
by private equity fundraising in FY2014 and ~$120 million was raised in
venture capital funding, with Asian investors increasing investments to
Australian financial services by ~24%.

There were 4,964 AFSL licensees as at 30 June 2015 of which 3,443 were
authorized to provide personal advice in Australia.

It is estimated that global investment in financial technology ( Fintech ) ventures tripled from $4.05 billion in 2013 to $12.2 billion in 2014. Fintech investment increased at more than three times the rate of overall venture capital investment, with investments in Fintech companies growing by 201% globally in 2014, compared to 63% growth in overall venture capital investments.

The integration of social media with Fintech is creating new business
models such as peer to peer lending and transactions and crowd
funding. This growth trend is especially more visible in the young adult
demographic market.

This new trend is causing rapid growth in the FinTech industry that can
be seen in companies such as LendingClub Corp, the peer-to-peer
lending platform founded in 2006 that raised $865 million on the New
York Stock Exchange, valuing its business at $8.5 billion, and On Deck
Capital Inc.

Big data is becoming the norm in the worldwide technology sector. The
Company understands the insights of big data and how Investia can
add value via gathering and analyzing big data.

The rapidly expanding Fintech market has been greatly helped by the
ability to offer white label solutions to rapidly expand the growth at a
lower cost due to less marketing requirements.

`(b)` Competitive market

The financial technology and services industry is highly competitive with
a diverse range of offerings. Services such as online accounting
software, financial advice, peer to peer lending, and crowdfunding are
sectors currently gaining the most attention.

The Government is also currently consulting on draft legislation to
implement equity and debt crowdfunding. If passed this will open the
market for online crowdfunding services to offer small and medium sized

4175-01/1409498_1

businesses the opportunity to raise capital through this avenue. These
businesses are usually private unlisted companies.

Enterprises seeking capital on the Investia platform will predominately
be ASX listed companies or those that are in the process of being listed
through an IPO or reverse takeover.

Key competitors identified include the Australia Small Scale Offerings
Board (ASSOB) and ASX Bookbuild.

The point of difference between most online competitors and the
Investia Platform is that the Investia Platform maintains privacy between
AFSL Broker’s and their clients whilst at the same time allowing them to
share their offerings amongst each other, thereby creating an online
investment community. The platform also allows for the AFSL Broker to
easily gather the offer applications and facilitate the processing of
these documents between the various parties involved (share registry,
investor, broker, etc.). Furthermore, the platform can be used as a white
label solution allowing the financial service provider to brand the
platform instance as their own and offer investment opportunities to
their investors. The white label solution can also be used if desired as a
crowdfunding platform.

7.4 Business Model for the Investia Business

The Investia Platform has the ability for an AFSL holder to offer its placement to
the clients of other license holders in the Investia Platform, through a unique
client management and integrated commission sharing feature, whilst
maintaining the private client relationship.

A further exciting feature of the Investia Platform for the AFSL client is the ability
to utilise Investia as a ‘White Label’ solution, thereby allowing the integration of
an organisation’s branding and presence to its clients via the web based
platform and mobile app.

There were 4,964 AFSL licensees as at 30 June 2014 of which 3,443 authorised to
provide personal advice in Australia and who may benefit from the Investia
Platform and services.

The Investia Platform also takes advantage of multiple revenue streams through
receiving a percentage of capital raising fees collected across the Investia
Platform, transaction and processing fees associated with individual
applications, AFSL annual subscription fee for the White Label solution and
advertising revenue from the website and mobile app.

7.5 Key Dependencies of the Business Model

The key factors that ACE will depend on to meet its objectives are:

(a) ability to protect its intellectual property in the Investia Business;
(b) ability to develop and commercialise the Investia Platform;
(c) competition; and
(d) maintaining its relationships with AFSL holder partners.

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7.6 Growth Strategy

For growth, the Company intends to increase Shareholder value as per the vision
outlined above, by adopting the following strategies:

(a) adopting appropriate portfolio and risk management polices to achieve operating efficiencies and maximise returns for investors;
(b) ensuring the application of appropriate debt levels with a view to providing acceptable risk-adjusted returns; and
(c) pursue strategic partnerships with other complementary technology providers

7.7 The future of Investia

Investia strives to become the preferred platform for AFSL holders and future
crowd funding groups. If a core market share in the Australian listed and unlisted
offerings segment can be established, the Platform may be further developed to
allow a secondary market facility for unlisted stocks.

Investia may also consider expansion into the wider Asia/Pacific region and/or
aligning its interests with a synergistic group or technology provider.

7.8 Direction of ACE

ACE will continue to focus its future business strategies as a technology and
software development company. On securing and establishing its proposed
assets (Investia), the Company will centre its interests in further expanding its
intellectual property portfolio in technology solutions, with a particular focus in
financial services software, application software, communication software,
software as a service (SaaS) and online social networking services.

7.9 Funding

The funding for the Company for the two years following re-admission to the
Official List of ASX is currently anticipated to be met by the offer of Shares
pursuant to the Offer under this Prospectus and by the Company’s existing cash
reserves (see Section 6.7 for further details). As and when further funds are
required, either for existing or future developments, the Company will consider
both raising additional capital from the issue of securities and/or from debt
funding.

7.10 Financial Information

`(a)` Historical financial information

The Investigating Accountant’s Report contained in Section 10 of this
Prospectus sets out:

1. the audited Statement of Financial Position of ACE as at 30 June 2015;

2. the audited Statement of Financial Position of Investia as at 30 June 2013, 30 June 2014 and 30 June 2015; and

3. the reviewed pro-forma Statement of Financial Position of ACE (after Settlement of the Acquisition) as at 30 June 2015.

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Investors are urged to read the Investigating Accountant’s Report in full.

The full financial statements for ACE for its financial years ended 30 June
2011, 2012, 2013, 2014 and 2015 and half years ended 31 December
2011, 2012, 2013 and 2014, which include the notes to the financial
statements, can be found from ACE’s ASX announcements platform on
www.asx.com.au, ASX code: ACE.

`(b)` Forecast

The Directors have considered the matters set out in ASIC Regulatory
Guide 170 and believe that they do not have a reasonable basis to
forecast future earnings on the basis that the operations of ACE are
inherently uncertain. Any forecast or projection information would
contain such a broad range of potential outcomes and possibilities that
it is not possible to prepare a reliable best estimate forecast or
projection.

7.11 Dividend Policy

It is anticipated that, post-Settlement of the Acquisition, ACE will focus on the
development of the Investia Business. ACE does not expect to declare any
dividends during this period.

Any future determination as to the payment of dividends by ACE will be at the
discretion of the Board and will depend on the availability of distributable
earnings and operating results and financial condition of ACE, future capital
requirements and general business and other factors considered relevant by the
Board. No assurance in relation to the payment of dividends or franking credits
attaching to dividends can be given by ACE.

7.12 Capital Structure

The expected capital structure of the Company following completion of the
Offers and all related matters (assuming no Options are exercised) will be as
follows:

Securities	Shares	Options	Performance Rights
`Existing issued securities`	`35,092,2891`	`25,000,0002`	`-`
`Initial Consideration` `Shares`	`17,500,000`	`-`	`-`
`Initial Consideration` `Options`	`-`	`17,500,0003`	`-`
`Shares issued under the` `Offer`	`185,000,000`	`-`	`-`
`Shares issued under the` `Conversion Offer`	`15,000,000`	`-`	`-`
`Options granted under` `the Option Offer`	`-`	`25,000,0003`
`Performance Rights`	`-`	`-`	`36,000,0004`
SUBTOTAL ON RELISTING	252,592,289	67,500,000	36,000,000
`Milestone 1 Consideration`	`15,000,0005`	`-`	`-`

4175-01/1409498_1

`Shares`
`Milestone 2 Consideration` `Shares`	`17,500,0006`	`-`	`-`
TOTAL	285,092,289	67,500,000	36,000,000

Notes

1. Assumes no further securities are issued prior to completion of the Acquisition, other than as set out in the table.

2. Unlisted options exercisable at $0.02 on or before 4 September 2019 and otherwise on the terms set out in Section 13.3.

3. Unlisted options exercisable at $0.03 on or before that date which is 3 years after the issue of such options on the terms and conditions set out in Section 13.4.

4. Refer to sections 13.5 and 13.6 for the terms and conditions of the Performance Rights.

5. Milestone 1 Consideration Shares will only be issued if Milestone 1 is met within 18 months of the Company being re-quoted on the ASX. If Milestone 1 is not met within that time frame, the Milestone 1 Consideration Shares will not be issued. Refer to Section 15 for the definition of Milestone 1.

6. Milestone 2 Consideration Shares will only be issued if Milestone 2 is met within 24 months of the Company being re-quoted on the ASX. If Milestone 2 is not met within that time frame, the Milestone 2 Consideration Shares will not be issued. Refer to Section 15 for the definition of Milestone 2.

This is a statement of current intentions as at the date of this Prospectus.
Intervening events may alter how the Company funds the Acquisition which may
impact the proposed capital structure.

7.13 Substantial Shareholders

The table below shows, as at the date of this Prospectus, the Shareholders
holding 5% or more of the total number of Shares on issue and their voting power
as at completion of the Offer (assuming full subscription under the Offers, no
other Shares are issued and no existing substantial Shareholders acquire any
Shares under the Offer).

Shareholder	Shares held as at the date of this Prospectus	Voting Power now %	Voting Power on completion %
`698 Capital International` `Limited`	`6,259,067`	`17.84%`	`2.48%`
`Steven Bryson-Haynes`	`6,000,000`	`17.10%`	`2.38%`
`Rashidah` `Richenda` `Macdonald`	`4,000,000`	`11.4%`	`1.58%`
`Marc Chesterfield`	`3,125,000`	`8.91%`	`1.24%`
`Mr Gregory James Mason`	`3,125,000`	`8.91%`	`1.24%`
`Mr` `Christopher` `David` `Navarro`	`3,125,000`	`8.91%`	`1.24%`
`Mr Nicholas David Young` `&` `Mr` `Andrew` `Steven` `Young <Young A/C>`	`3,125,000`	`8.91%`	`1.24%`
`Romfal Sifat Pty Ltd <The` `Fizmail Family A/C>1`	`2,500,000`	`7.12%`	`0.99%`

4175-01/1409498_1

Notes:

1. This substantial Shareholder is controlled by Mr Faldi Ismail, a Director. The Company is seeking shareholder approval at the General Meeting to allow Faldi Ismail or his nominee, to acquire up to 10,000,000 Shares under the Offer. If these Shares are issued, the combined voting power of Mr Faldi Ismail and his controlled entities and associates will increase to 4.9%.

On completion of the Offers (assuming full subscription under the Offers, no other
Shares are issued and no existing Shareholders or Investia Shareholders acquire
any Shares under the Offer), the following Investia Shareholders are expected to
hold 5% or more of the total number of Shares on issue.

Shareholder	Shares held post completion of Acquisition	Voting Power %
`Buzz` `Capital` `Pty` `Ltd` `<Beeleaf A/C>1`	`2,058,824`	`0.82%`
`Buzz Capital Pty Ltd <Zi` `Vestment A/C>1`	`11,488,235`	`4.55%`
`Total`	`13,547,059`	`5.37%`

Notes:

1. These Investia Shareholders are controlled by Mr Zaakir Ismail and so their voting power must be aggregated.

7.14 Maximum Voting Power of Investia Shareholders

Following completion of the Offers the maximum voting power the Investia
Shareholders and their associates will hold in the Company is 6.9%. The table
below indicates the maximum voting power the Investia Shareholders and their
associates will hold in the Company assuming the Deferred Consideration Shares
are issued, and separately that the Initial Consideration Options are exercised, in
both cases assuming no other Share are issued and no Investia Shareholders or
their associates acquire Shares under the Offer).

Investia Shareholder	Shares held post issue of Deferred Consideration Shares	Voting Power %	Shares held post exercise of Initial Consideration Options	Voting Power %
`Buzz Capital Pty Ltd` `<Beeleaf A/C>1`	`5,882,354`	`2.06%`	`7,941,178`	`2.62%`
`Buzz Capital Pty Ltd` `<Zi Vestment A/C>1`	`32,823,529`	`11.51%`	`44,311,764`	`14.64%`
`Adam Wade Veale` `<Veale Investment` `A/C>2`	`8,823,529`	`3.09%`	`11,911,764`	`3.94%`
`Hassan Gabru2`	`2,470,588`	`0.87%`	`3,335,294`	`1.10%`
`Total`	`50,000,000`	`17.54%`	`67,500,000`	`22.31%`

Notes:

1. These Investia Shareholders are controlled by Mr Zaakir Ismail and so their voting power must be aggregated, giving a combined voting power of 13.6% and 17.26% respectively in the columns above.

2. These two Investia Shareholders are not associates of each other or any other Investia Shareholder.

4175-01/1409498_1

Assuming all existing and proposed securities envisaged as part of the
Transaction are issued and exercised (including all Initial Consideration Options
and Performance Rights) the Company will have a total of 388,592,289 Shares on
issue and the Investia Shareholders in aggregate will hold 67,500,000 Shares and
have voting power of 17.37% on a fully diluted basis.

7.15 Restricted Securities

Subject to the Company re-complying with Chapters 1 and 2 of the ASX Listing
Rules and completing the Offer, certain Securities on issue (including the
Consideration Shares and Initial Consideration Options) may be classified by ASX
as restricted securities and will be required to be held in escrow for up to 24
months from the date of Official Quotation.

During the period in which these Securities are prohibited from being transferred,
trading in Shares may be less liquid which may impact on the ability of a
Shareholder to dispose of his or her Shares in a timely manner.

All or a proportion of the Securities referred to above may be restricted from
trading for a period of up to 24 months after the date of re-admission of the
Company to the Official List. The Company will announce to the ASX full details
(quantity and duration) of the Securities required to be held in escrow prior to
the Company’s listed securities being reinstated to trading on ASX (which
reinstatement is subject to ASX’s discretion and approval).

7.16 Top 20 Shareholders

The Company will announce to the ASX details of its top 20 Shareholders
following completion of the Offers and prior to the Securities re-commencing
trading on ASX.

4175-01/1409498_1

8. RISK FACTORS

The business, assets and operations of the Company, including after completion
of the Acquisition, are subject to certain risk factors that have the potential to
influence the operating and financial performance of the Company in the
future. These risks can impact on the value of an investment in the securities of
our Company. The Company’s Securities comprise a speculative investment,
particularly as it is proposed for the Company’s business after the Acquisition to
comprise participation in the digital currency sector and its associated business.

The Board aims to manage these risks by carefully planning its activities and
implementing risk control measures. Some of the risks are, however, highly
unpredictable and the extent to which they can effectively manage them is
limited.

Set out below are specific risks that the Company is exposed to.

Shareholders should be aware that if the Acquisition is approved and
completed, the Company will be changing the nature and scale of its activities
and will be subject to additional or increased risks arising from Investia, parties
contracted or associated with Investia and the Heads of Agreement and other
agreements, including, but not limited to, those summarised in this Prospectus.
The risks and uncertainties described below are not intended to be exhaustive.
The summary of risks that follows is not intended to be exhaustive and this
Prospectus does not take into account the personal circumstances, financial
position or investment requirements of any particular person. There may be
additional risks and uncertainties that the Company is unaware of or that the
Company currently considers to be immaterial, which may affect the Company,
Investia and their related entities and consequently Applicants. Based on the
information available, a non-exhaustive list of risk factors for the Company
associated with the Company’s proposal to acquire all Investia’s Shares are as
follows.

8.1 Risks relating to the Change in Nature and Scale of Activities

`(a)` Delisting from ASX

The Company has been suspended from trading on the ASX since 5
April 2011. As such, in accordance with ASX’s policy as set out in section
3.4 of ASX Guidance Note 33, the Company will be delisted from the
ASX on 1 January 2016 unless it comes out of suspension before that
time or such later date if ASX grants an extension.

The Company intends to apply to the ASX for a short extension to allow
it time to complete the acquisition of Investia and be reinstated to
trading on ASX after 1 January 2016. If this extension is not granted, the
Company will be delisted from ASX on 1 January 2016, in which case,
the Company will not complete the Offers and will repay all Application
Monies received.

`(b)` Reinstatement to the official list of ASX

As part of the Company’s change in nature and scale of activities, ASX
will require the Company to re-comply with Chapters 1 and 2 of the ASX
Listing Rules. This Prospectus is issued to assist the Company to re-comply
with these requirements. The Company’s securities are currently
suspended and will remain suspended until completion of the
Acquisition, Offer, and re-compliance by the Company with Chapters 1

and 2 of the ASX Listing Rules and compliance with any further
conditions ASX imposes on such reinstatement. There is a risk that the
Company will not be able to satisfy one or more of those requirements
and that its securities will consequently remain suspended from
quotation.

In the event that the conditions of the Offers set out in Section 6.5 are not satisfied, the Company will not proceed with the Offers and will repay all Application Monies received .

`(c)` Counterparty and contractual Risk

The Company has agreed to acquire 100% of Investia from the Investia
Shareholders subject to the fulfilment of certain conditions precedent.

The ability of the Company to achieve its stated objectives will depend
on the performance by Investia and the Investia Shareholders of their
obligations under these agreements. If Investia or any other
counterparty defaults in the performance of its obligations, it may be
necessary for the Company to approach a court to seek a legal
remedy or terminate the agreements.

8.2 Risks specific to Investia’s business

There are a number of specific risks involved for the Company, and
consequently its Security holders, in the acquisition of Investia including risks
specific to the businesses and assets Investia which include the following non-
exhaustive list:

8.3 Risks in respect of Investia’s current operations

`(a)` Limited trading history

Investia has limited trading history under its new branding. Since first
incorporating in 2009 as EFloat, Investia’s activities have principally
involved managing the processes surrounding the raising of capital
involving the distribution of public offers and the reinvestment of funds to
further develop its software and product.

Given Investia’s limited trading history, and given that its branding and
business is largely unproven, no assurance can be given that the
Company will achieve commercial viability through the Acquisition and
the implementation of its business plan.

`(b)` Sales and marketing success

Following completion of the Offer, the Company intends to fully
commercialise the Investia Platform by focussing on sales and
marketing. By its nature, there is no guarantee that the Company’s sales
and marketing campaign will be successful. In the event that it is not,
the Company may encounter difficulty in bringing the Investia Platform
to market and creating market awareness of the “Investia” brand. This
would likely have an adverse impact on the Company’s sales and
profitability.

Even if the Company does successfully commercialise the Investia
Platform, there is a risk the Company will not achieve a commercial
return. The Company may not be able to sell products and services to

customers at a rate which covers its operating and capital costs, or new
technology may overtake the Company’s technology.

`(c)`

Protection of intellectual property rights

If the Company fails to protect the intellectual property rights of Investia
adequately, competitors may gain access to its technology which
would in turn harm its business. Investia currently has no issued patents
and the Company may not be able to obtain patent protection in the
future. The Company’s intellectual property consists of the Investia’s
proprietary software and custom developed technology and
application currently protected via trade secret. If any patents are
issued in the future, they may not provide the Company with any
competitive advantages, or may be challenged by third parties. Legal
standards relating to the validity, enforceability and scope of protection
of intellectual property rights are uncertain. Effective patent, trademark,
copyright and trade secret protection may not be available to the
Company in every country in which its products are available.
Accordingly, despite its efforts, the Company may not be able to
prevent third parties from infringing upon or misappropriating its
intellectual property.

The Company may be required to incur significant expenses in
monitoring and protecting its intellectual property rights. It may initiate
or otherwise be involved in litigation against third parties for
infringement, or to establish the validity, of its rights. Any litigation,
whether or not it is successful, could result in significant expense to the
Company and cause a distraction to management. In addition,
unauthorised use of the “Investia” brand in counterfeit products or
services may not only result in potential revenue loss, but also have an
adverse impact on its brand value and perceptions of its product
qualities.

`(d)` Competition and new technologies

The industry in which Investia is involved is subject to increasing domestic
and global competition which is fast-paced and fast-changing. While
the Company will undertake all reasonable due diligence in its business
decisions and operations, the Company will have no influence or
control over the activities or actions of its competitors, whose activities
or actions may positively or negatively affect the operating and
financial performance of the Company’s projects and business. For
instance, new technologies could overtake the advancements made
by the Investia Platform. In that case, the Company’s revenues and
profitability could be adversely affected.

`(e)` Reliance on key personnel

The emergence and development of Investia’s business has been in
large part due to the talent, effort, experience and leadership of its
management team and their vast industry contacts and experience, in
particular Mr Zaakir Ismail. Investia is also substantially dependent on the
continued service of its existing development personnel because of the
complexity of its services and technologies. There is no assurance that
the Company will be able to retain the services of such persons.

There is also a risk to the business where there is a turnover of
development staff that have knowledge of the technology and

business. This loss of knowledge could result in leakage or
misappropriation of confidential information. Whilst Investia aims to
mitigate this risk by imposing contractual restraints on use and ownership
of Investia’s confidential information, there could also be increased
costs for Investia in having to replace the implicit knowledge and skills of
departing employees.

`(f)`

AFSL

The ability of the Company to carry out its business objectives in
accordance with this Prospectus and the Corporations Act is
dependent on Investia’s ability to access an AFSL. The Company intends
to arrange for the appointment of Investia as an authorised
representative under an AFSL during the development of the Investia
Platform.

If Investia is unable to become an authorised representative of an AFSL
holder by the time the Investia Platform is ready for commercial use, the
Company will not be able to commercially exploit the Investia Platform
unless and until this occurs, which may adversely affect the Company’s
profitability and ability to undertake its Business.

Maintenance of an AFSL will depend, amongst other things, on the
holder and Investia, as an authorised representative, continuing to
comply with the ASIC imposed licence conditions and the Corporations
Act. The loss or impairment of the AFSL may impact on the Company’s
profitability and ability to undertake its Business.

`(g)` Faults with products/services

Because Investia’s product is complex, it may have errors or defects that
users identify after they begin using it, which could harm the Company’s
reputation and business. Internet-based services frequently contain
undetected errors when first introduced or when new versions or
enhancements are released. Investia has on occasions found defects in
its product and new errors in its existing or future developed products
and services may be detected in the future. If that occurs, the
Company could lose future sales or customers.

Investia seeks to mitigate this risk by ensuring that it maintains an agile
development process involved with patching and updates where these
problems are publicly identified. In addition, internal processes for
testing and quality assurance reduce potential risks.

`(h)`

Dependence on the internet

Expanding sales of the Investia Platform and other future developed
products depends on the continued acceptance of the internet as a
communications and commerce platform for individuals and
enterprises. The internet could become less viable as a business tool due
to delays in the development or adoption of new standards and
protocols to handle increased demands of internet activity, security,
reliability, cost, ease-of-use, accessibility and quality-of-service.

The performance of the internet and its acceptance as a business tool
have been harmed by “viruses,” “worms” and similar malicious
programs, and the internet has experienced a variety of outages and
other delays as a result of damage to portions of its infrastructure. If for

any reason the internet does not remain a widespread communications
medium and commercial platform, the demand for the Company’s
products would be significantly reduced, which would harm its business.

`(i)`

Hacker attacks

Investia relies upon the availability of its website to provide services to
customers and attract new customers. Hackers could render the
website unavailable through a disrupted denial of service or other
disruptive attacks.

Although Investia has strategies in place to minimise such attacks, these
strategies may not be successful. Unavailability of the website could
lead to a loss of revenues for the Company. Further, it could hinder the
Company’s abilities to retain existing customers or attract new
customers, which would have a material adverse impact on the
Company’s growth.

`(j)`

Domain name risk

Investia’s business depends to some extent on customers being
attracted to its website. Investia has registered a domain name for the
purposes of its website. However, should the Company not renew or
otherwise lose control of the Investia domain name, it would lose all
website traffic direct to that domain. This would likely adversely affect
the Company’s revenue.

`(k)` Attracting customers to the website

The Company’s revenues will be affected by its ability to attract
customers to the Investia website. Various factors can affect the level of
web traffic arriving at the Investia website, including:

1. Marketing and promotions: If the Company’s marketing and promotion efforts are not effective this may result in less customers visiting the Investia website.

2. Brand damage: If the Company or Investia suffer from reputational damage, web traffic could be affected.

3. Search engine traffic: Search engines such as Google direct significant traffic to the Investia website. Should these search engines make changes to their algorithms and procedures that direct this traffic, the Company could see a substantial drop in customers visiting the Investia website. For example, Google regularly updates the algorithms that determine the ranking of results it returns for any given search term. Investia attempts to follow Google’s guidelines and online best practice to maintain the flow of traffic to its website, but such changes could adversely affect the traffic to its website. A decline in traffic to the Investia website could lead to a decline in the Company’s ability to attract customers, which in turn may affect the Company’s profitability.

`(l)` Client service risk

Clients may need to engage with the Company’s client service
personnel in certain circumstances, such as if they have a question

about its products or if there is a dispute between a customer and the
Company. The Company will continuously need to recruit and retain
staff with interpersonal skills sufficient to respond appropriately to client
services requests. Poor client service experiences may result in the loss of
clients. If the Company loses key client service personnel, fails to provide
adequate training and resources for client service personnel, or if the
computer systems relied on by client service personnel are disrupted by
technological failures, this could lead to adverse publicity, litigation,
regulatory inquiries or a decrease in clients, all of which may negatively
impact on the Company’s profitability.

`(m)`

Acquisitions

As part of its business strategy, the Company may make acquisitions of,
or significant investments in, companies, products, technologies and/or
products that are complementary to Investia’s business. Any such future
transactions are accompanied by the risks commonly encountered in
making acquisitions of companies, products and technologies, such as
integrating cultures and systems of operation, relocation of operations,
short term strain on working capital requirements, achieving the sales
and margins anticipated and retaining key staff and customer and
supplier relationships.

`(n)` Future capital needs

Further funding may be required by the Company to support its ongoing
activities and operations, including the need to develop new products
or enhance the Investia Platform, enhance its operating infrastructure
and to acquire complementary businesses and technologies.
Accordingly, the Company may need to engage in equity or debt
financings to secure additional funds. There can be no assurance that
such funding will be available on satisfactory terms or at all at the
relevant time. Any inability to obtain additional funding will adversely
affect the business and financial condition of the Company and
consequently its performance.

8.4 General risks

`(a)` Unforeseen expenditure risk

Expenditure may need to be incurred that has not been taken into
account in the planning of the Acquisition and the Offer. Although the
Company is not aware of any such additional expenditure
requirements, if such expenditure is subsequently incurred, this may
adversely affect the financial performance of the Company.

`(b)` Taxation

The acquisition and disposal of Shares will have tax consequences,
which will differ depending on the individual financial affairs of each
investor. All potential investors in the Company are urged to obtain
independent financial advice about the consequences of acquiring
Shares from a taxation point of view and generally.

To the maximum extent permitted by law, the Company, its officers and
each of their respective advisers accept no liability and responsibility
with respect to the taxation consequences of applying for Shares under
this Prospectus.

`(c)` Management of growth

There is a risk that management of the Company will not be able to
implement its growth strategy after completion of the Acquisition. The
capacity of the Company’s management to properly implement the
strategic direction of the Group may affect the Company’s financial
performance.

As part of its business strategy, the Company may make acquisitions of,
or significant investments in, additional complementary companies or
prospects (although no such acquisitions or investments are currently
planned, other than the Acquisition). Any such transactions will be
accompanied by risks commonly encountered in making such
acquisitions.

`(d)` Regulatory risk

Changes in relevant taxes, legal and administration regimes,
accounting practice and government policies may adversely affect the
financial performance of the Company.

`(e)` Insurance risk

Insurance against all risks associated with information technology
security is not always available or affordable. The Company will
maintain insurance where it is considered appropriate for its needs
however it may not be insured against all risks either because
appropriate cover is not available or because the Directors consider the
required premiums to be excessive having regard to the benefits that
would accrue.

`(f)` Litigation risk

The Company is exposed to possible litigation risks including intellectual
property disputes, product liability claims and employee claims. Further,
the Company may be involved in disputes with other parties in the
future which may result in litigation. Any such claim or dispute if proven,
may impact adversely on the Company’s operations, financial
performance and financial position. Neither the Company nor Investia is
currently engaged in any litigation.

`(g)` Loss of key customers

Whilst Investia has trialled the second stage of its product with one
customer, it is yet to establish important client relationships. Although
Investia is expected to establish these relationships through
development of its technology, the loss of one or more key clients is
likely to adversely affect the operating results of the Company.

`(h)` Market conditions

Share market conditions may affect the value of the Company’s
quoted securities regardless of the Company’s operating performance.
Share market conditions are affected by many factors such as:

1. general economic and political outlook (including in Canada);

2. introduction of tax reform or other new legislation;

3. interest rates and inflation rates;

4. changes in investor sentiment toward particular market sectors;

5. the demand for, and supply of, capital; and

6. terrorism or other hostilities.

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 in
general and technology stocks in particular. Neither the Company nor
the Directors warrant the future performance of the Company or any
return on an investment in the Company.

8.5 Investment speculative

The above list of risk factors ought not to be taken as exhaustive of the risks
faced by the Company or by investors in the Company. The above factors, and
others not specifically referred to above may, in the future, materially affect the
financial performance of the Company and the value of the Company’s
securities.

9. BOARD, MANAGEMENT AND CORPORATE GOVERNANCE

9.1 Directors and key personnel

As at the date of this Prospectus, the Board comprises of:

(a) Mr Faldi Ismail – Non-Executive Chairman;
(b) Dr Brendan de Kauwe – Non-Executive Director;
(c) Mr Peter Wall – Non-Executive Director; and
(d) Mr Chris Ntoumenopoulos – Non-Executive Director.

Our Company is aware of the need to have sufficient management to properly
manage Investia business and the Board will continually monitor the
management roles in the Company. The Board may look to appoint additional
management and/or consultants when and where appropriate to ensure
proper management of the Company and Investia.

9.2 Directors

The profiles of each of the current Directors are set out below:

Mr Faldi Ismail – Non-executive Chairman B Bus, MAICD

Mr Ismail is an experienced corporate advisor who specialises in the restructure
and recapitalisation of a wide range of ASX-listed companies. He has many
years of investment banking experience and has advised on numerous cross
border transactions including capital raisings, structuring of acquisitions and joint
ventures overseas with a strong emphasis in the technology sector.

Mr Ismail is also the founder and operator of Otsana Capital, and is currently a
director of the following ASX listed companies: (ASX: GAL, WHN, MAE and BGD).

Dr Brendan de Kauwe – Non-executive Director BDSc (UWA), Grad Dip App Fin, Dip Music Industry

Dr de Kauwe studied a Bachelor of Science and Bachelor of Dental Surgery from
the University of Western Australia. He also holds a Post Graduate Diploma in
Applied Finance, majoring in Corporate Finance, and is currently completing his
Masters in Applied Finance. He is also an ASIC complaint (RG146) Securities
Advisor.

Dr de Kauwe’s extensive technology, science and bio-medical background,
coupled with his finance backing, gives him an integral understanding in the
evaluation of projects over a diverse range of sectors. He is also owner and
director of a successful private publishing company and a Full Voting Member of
APRA/AMCOS.

He is currently director of ASX listed RYG and has held the previous ASX Listed
roles: Exec-Chairman (ASX: ACW), Director (ASX: PTX and COD).

Peter Wall - Non-executive Director LLB BComm MAppFin FFin

Mr Wall is a corporate lawyer and has been a Partner at Steinepreis Paganin
(Perth based corporate law firm) since July 2005. Mr Wall graduated from the
University of Western Australia in 1998 with a Bachelor of Laws and Bachelor of
Commerce (Finance). He has also completed a Masters of Applied Finance and
Investment with FINSIA.

Mr Wall has a wide range of experience in all forms of commercial and
corporate law, with a particular focus on technology, equity capital markets
and mergers and acquisitions. He also has significant experience in dealing in
cross border transactions.

Mr Wall is a director of a number of other ASX listed companies.

Mr Chris Ntoumenopoulos – Non-executive Director

Mr Ntoumenopoulos is a partner at CPS Capital, a WA based stockbroking and
corporate advisory firm. He has worked in financial markets for the past 12 years,
focusing on capital raisings, portfolio management and corporate advisory. Mr
Ntoumenopoulos has advised and funded numerous ASX companies from early
stage venture capital, through to IPO. He is an executive director of various
private companies which span across finance, technology and medical sectors.

Mr Ntoumenopoulos has a Bachelor of Commerce degree from the University of
WA, majoring in Money and Banking, Investment Finance and Electronic
Commerce.

Mr Ntoumenopoulos is currently director of ASX listed Resapp Health Limited
(ASX: RAP).

9.3 Senior Management

Following successful completion of the Transaction, it is proposed that Mr Zaakir
Ismail will be appointed as Chief Technology Officer.

The profile of Mr Zaakir Ismail is set out below:

Mr Zaakir Ismail – Chief Technical Officer BSc

Zaakir Ismail has a degree in IT systems and over 15 years of experience in the
industry. Combined with his experience in IPO’s, corporate restructuring and
recapitalisation of ASX listed companies, Zaakir’s knowledge and expertise
brings together the latest innovations in the IT world and the capital markets. Mr
Ismail is the co-founder and Executive Director of Otsana Capital.

9.4 Personal Interests of Directors

Directors are not required under ACE’s Constitution to hold any Shares to be
eligible to act as a director.

Details of the Directors’ remuneration and relevant interest in the Securities of the
Company upon completion of the Offer are set out in the table below:

Director	Remuneration for year ended 30 June 2014	Remuneration for year ended 30 June 2015	Proposed remuneration for current financial year	Shares`4`	Options	Performance Rights`7`
`Faldi Ismail1`	`Nil`	`Nil`	`$24,000`	`2,500,0005`	`6,250,0006`	`9,000,000`
`Brendan` `de Kauwe`	`Nil`	`Nil`	`$24,000`	`Nil`	`Nil`	`9,000,000`
`Peter Wall2`	`Nil`	`Nil`	`$24,000`	`Nil`	`Nil`	`9,000,000`
`Chris` `Ntoumeno` `poulos3`	`Nil`	`Nil`	`$24,000`	`Nil`	`Nil`	`9,000,000`

Notes:

1. Shareholder approval is being sought at the General Meeting for the issue of up to 5,000,000 Options to Otsana Capital, a company controlled by Mr Faldi Ismail, in consideration for capital raising services provided to the Company in relation to the Offer.

2. Mr Peter Wall was appointed as a Director on 27 October 2015. Shareholder approval is being sought at the General Meeting for the re-election of Mr Wall as a Director.

3. Mr Chris Ntoumenopoulos was appointed as a Director on 27 October 2015. Shareholder approval is being sought at the General Meeting for the re-election of Mr Ntoumenopoulos as a Director.

4. At the General Meeting, the Company is seeking Shareholder approval for the Directors to participate in the Offer for subscription of up to 10,000,000 Shares each ($200,000 worth), and for an entity controlled by Mr Ntoumenopoulos, Davinch Pty Ltd, to be issued up to 1,000,000 Shares under the Conversion Offer in satisfaction of a loan provide by Davinch Pty Ltd under a Converting Loan Agreement.

5. Held beneficially for Romfal Sifat Pty Ltd, an entity controlled by Mr Faldi Ismail (as the sole director and shareholder) ATF The Fizmail Family A/C.

6. Held beneficially for Romfal Sifat Pty Ltd, an entity controlled by Mr Faldi Ismail (as the sole director and shareholder) ATF The Fizmail Family A/C.

7. Shareholder approval is being sought at the General Meeting for the issue of 9,000,000 Performance Rights to each of Mr Ismail, Dr de Kauwe, Mr Wall and Mr Ntoumenopoulos.

ACE’s Constitution provides that the remuneration of Non-Executive Directors will
be not more than the aggregate fixed sum determined by a general meeting.
The Shareholders have approved the payment of fees to the Non-Executive
Directors which in aggregate cannot exceed $350,000 per annum, although this
may be varied by ordinary resolution of the Shareholders in general meeting. The
remuneration of any executive director that may be appointed to the Board will
be fixed by the Board and may be paid by way of fixed salary or consultancy
fee.

9.5 Related Party Transactions

The Company has entered into the following related party transactions on arms’
length terms:

(a) a Convertible Loan Agreement, for an amount of $20,000, with Davinch Pty Ltd, an entity controlled by Mr Chris Ntoumenopoulos, a Director of the Company (refer Section 12.2 for details);

(b) a lead manager/corporate advisor mandate with Otsana Capital. Mr Faldi Ismail, a Director, is a director and controlling shareholder of Otsana Capital (refer Section 12.3 for details);
(c) a lease agreement with Adamantium Holdings Pty Ltd, an entity controlled by Mr Faldi Ismail, commencing 1 January 2016 (refer Section 12.4 for details);
(d) letters of appointment with each of its Directors on standard terms (refer Section 12.7 for details); and
(e) deeds of indemnity, insurance and access with each of its Directors on standard terms (refer Section 12.8 for details).

In addition, Mr Faldi Ismail is a minority shareholder of Onyx Corporate Pty Ltd,
which provides accounting services to the Company (refer Section 12.5) for
details).

10. INVESTIGATING ACCOUNTANT’S REPORT

23 November 2015

The Directors Advanced Engine Components Limited 108 Outram Street WEST PERTH WA 6005

Dear Sirs

INVESTIGATING ACCOUNTANT’S REPORT

1. Introduction

We have prepared this Investigating Accountant’s Report (“ Report ”) on historical financial information of Advanced Engine Components Limited (“ ACE ” or “ the Company ”) for inclusion in a Prospectus. Broadly, the Prospectus will offer up to 185,000,000 Shares at an issue price of $0.02 per Share to raise $3,700,000 before costs (“ the Offer ”).

This Prospectus also contains separated offers:

to issue up to 25,000,000 unlisted Options to brokers and corporate advisers in consideration for capital raising services provided to the Company (“ Option Offer” ); and
to issue 15,000,000 Shares in satisfaction of funds advanced under existing Convertible Loan Agreements (“ Conversion Offer” ).

2. Basis of Preparation

This Report has been prepared to provide investors with information on the Statement of Comprehensive Income, the Statement of Financial Position and the pro-forma Statement of Financial Position, and the Statement of Changes in Equity as noted in Appendices 1, 2 and 3 respectively. It has also been prepared assuming the $3,700,000 is raised and includes costs associated with such.

This Report does not address the rights attaching to the shares to be issued in accordance with the Prospectus, nor the risks associated with the investment, and has been prepared based on the complete Offer being achieved. Abbott Audit Services Pty Ltd (“ AAS ”) has not been requested to consider the prospects for the Company, the shares on offer and related pricing issues, nor the merits and risks associated with becoming a shareholder and accordingly has not done so, and does not purport to do so.

AAS accordingly takes no responsibility for these matters or for any matter or omission in the Prospectus, other than responsibility for this Report. Risk factors are set out in the Prospectus.

Expressions defined in the Prospectus have the same meaning in this Report.

3. Background

ACE was incorporated on 5 December 1983, listed on ASX on 21 February 2000 as a company specialised in research, development and production of patented electronic fuel injection and engine management technologies.

Following completion of a deed of company arrangement ( “DOCA” ) on 23 September 2015, the Company has been actively seeking to identify and evaluate new opportunities both in related or non-related industries that may increase shareholder value.

On 5 October 2015, the Company entered into a binding Heads of Agreement with Investia Technologies Pty Ltd ( “Investia” ) , a proprietary company incorporated in Australia and the shareholders of Investia ( “Investia Shareholders” ) for the acquisition of 100% of the issued shares in Investia ( “Investia Shares” ), including Investia’s business and assets ( “Acquisition Agreement” ).

The consideration for the Acquisition will be satisfied by the issue of:

17,500,000 fully paid ordinary shares in the capital of ACE at a deemed issue price of $0.02 each (“ Ordinary Shares ”);
17,500,000 Options to the Investia Shareholders (or their nominees) as initial consideration (“ Initial Consideration Options”) ;
15,000,000 Milestone 1 consideration shares at a deemed issued price of $0.02 each (“ Milestone 1 Consideration Shares” ); and
17,500,000 Milestone 2 consideration shares at a deemed issued price of $0.02 each (“ Milestone 2 Consideration 2 Shares” ).

The Milestone 1 Consideration Shares shall be issued upon Investia achieving registration of 25,000 users on the Investia Platform within 18 months of the Company being re-quoted on the ASX

The Milestone 2 Consideration Shares shall be issued upon Investia achieving a total revenue of $750,000 within 24 months of the Company being re-quoted on the ASX.

4. Scope

You have requested AAS to prepare an Investigating Accountant's Report covering the following financial information:

ACE’s audited statement of Comprehensive Income for the period ended 30 June 2015;
ACE’s audited statement of financial position as at 30 June 2015;
Investia’s audited statement of financial position as at 30 June 2015;
the pro forma statement of financial position as at 30 June 2015 reflecting the actual position as at that date, major transactions between that date and the date of our report and the proposed capital raising under the Prospectus;
the audited historical statement of comprehensive income; and
the accounting policies applied by ACE in preparing its financial statements.

The historical financial information set out in the appendices to this Report has been extracted from the audited financial statements of the Company for the period from 1 July 2014 to 30 June 2015 audited by Ernst and Young.

Ernst and Young have qualified their audit report and provided a basis for disclaimer of opinion. The audit report by Ernst and Young includes an emphasis of matter and disclaimer of opinion as following:

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“Because of the significance of the matters described in the basis for disclaimer of opinion paragraphs, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. Accordingly, we do not express an opinion on the remuneration report”.

For an understanding of the matters raised it is recommended the audit report of Ernst and Young be read in full.

The Directors are responsible for the preparation of the historical financial information including determination of the adjustments.

We have conducted our review of the historical financial information in accordance with the Australian Auditing and Assurance Standard ASRE 2405 “Review of Historical Financial Information Other than a Financial Report”. We made such inquiries and performed such procedures as we, in our professional judgment, considered reasonable in the circumstances including:

a review of work papers, accounting records and other documents pertaining to balances in existence at 30 June 2015;
a review of the assumptions used to compile the pro-forma Balance Sheet;
a review of the adjustments made to the pro-forma historical financial information;
a comparison of consistency in application of the recognition and measurement principles in Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by the Company disclosed in the appendices to this Report; and
enquiry of Directors and others.

These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

Our review was limited primarily to an examination of the historical financial information, the pro-forma financial information, analytical review procedures and discussions with both management and directors. A review of this nature provides less assurance than an audit and, accordingly, this Report does not express an audit opinion on the historical information or pro-forma financial information included in this Report or elsewhere in the Prospectus.

In relation to the information presented in this Report:

support by another person, corporation or an unrelated entity has not been assumed;
the amounts shown in respect of assets do not purport to be the amounts that would have been realised if the assets were sold at the date of this Report; and
the going concern basis of accounting has been adopted.

5. Conclusion

Statement on Historical Financial Information

Based on our review, which was not an audit, nothing has come to our attention which would cause us to believe the reviewed historical financial information as set out in the Appendices to this Report does not present fairly the financial performance for the period ended 30 June 2015 or the financial position as at 30 June 2015 in accordance with the measurement and recognition requirements (but not all of the disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting requirements in Australia.

Page 3

Statement of Pro-forma Financial Information

Based on our review, which was not an audit, nothing has come to our attention which would cause us to believe the pro-forma financial information does not present fairly the financial position of the Company as at 30 June 2015, in accordance with the measurement and recognition requirements (but not all of the disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting requirements in Australia as if the pro-forma transactions had occurred on that date.

6. Subsequent Events

Apart from the matters dealt with in this Report, and having regard to the scope of our Report, to the best of our knowledge and belief, no other material transactions or events outside of the ordinary business of the Company have come to our attention that would require comment on, or adjustment to, the information referred to in our Report or that would cause such information to be misleading or deceptive.

Significant events subsequent to 30 June 2015 and prior to the date of this Report are as follows:

The clearing of balances on completion of the DOCA, payment of $200,000 to the creditor trust and the issue of $100,000 (by the issue of 5 million shares) for forgiveness of debt;
Issued 25 million DOCA Proponent Shares at $0.00001 to raise $250 on 3 September 2015;and
Issued 25 million DOCA Proponent Options at $0.00001 to raise $250 on 3 September 2015.

7. Assumptions Adopted in Compiling the Pro-forma Statement of Financial Position

The pro-forma Statement of Financial Position post issue is shown in Appendix 2. This has been prepared based on the audited financial statements as at 30 June 2015 and the transactions and events relating to the issue of shares under this Prospectus:

The issue of 185,000,000 Shares at an issue price of $0.02 per Share to raise $3,700,000;
The issue of 15,000,000 conversion Shares at a deemed issue price of $0.02 per Share for convertible loan of $300,000;
Capital raising costs totalling approximately $315,020, to be offset against contributed equity;
The issue of 25,000,000 unlisted Broker Options, exercisable at $0.03 on or before 3 years from the date of issue valued at Nil;
The acquisition of Investia for consideration as follows:
17,500,000 fully paid ordinary shares in ACE at a deemed issue price of $0.02 each;
15,000,000 Milestone 1 Consideration Shares at a deemed issued price of $0.02 each;
17,500,000 Milestone 2 Consideration Shares at a deemed issued price of $0.02 each;
The following entries arising on the consolidation of Investia:
Recognition of intangible asset of $913,192 as a result of acquiring Investia;
The elimination of existing trade and other payables, borrowing and provision in ACE upon debt release arising from the execution of the Deed of Company Arrangement;
The elimination of existing contributed equity, and retained earnings in Investia.

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8. Disclosures

Abbott Audit Services Pty Ltd is a registered company of Abbott Solutions Group in Perth. Graeme Wovodich is the director of Abbott Audit Service Pty Ltd and a registered company auditor (NO. 13421).

Neither Abbott Audit Services Pty Ltd nor Abbott Solutions Group, nor any director or executive or employee thereof, has any financial interest in the outcome of the proposed transaction except for the normal professional fee due for the preparation of this Report.

Consent to the inclusion of the Investigating Accountant’s Report in the Prospectus in the form and context in which it appears, has been given. At the date of this Report, this consent has not been withdrawn.

Yours faithfully

Abbott Audit Services Pty Ltd

==> picture [195 x 57] intentionally omitted <==

Graeme Wovodich

Director Register Company Auditor NO.13421

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APPENDIX 1 ADVANCED ENGINE COMPONENTS LIMITED STATEMENT OF COMPREHENSIVE INCOME

Revenue Cost of sales Gross profit / (loss) Other income Distribution expenses Administrative expenses Other operating expenses Results from operating activities Loss before income tax benefit Income tax benefit Loss for the period Other comprehensive income for the year, net of tax Total comprehensive income (loss) for the year Loss attributable to: Members of the parent entity Total comprehensive income (loss) attributable to: Members of the parent entity	Audited For the period from 1 July 2014 to 30 June 2015 $ - - - - - (154,952) -
	(154,952) (154,952) - (154,952)
	- (154,952)
	(154,952)
	(154,952)
	(154,952)

The Statement of Comprehensive Income is to be read in conjunction with the notes to and forming part of the historical financial information set out in Appendix 4.

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APPENDIX 2 ADVANCED ENGINE COMPONENTS LIMITED STATEMENT OF FINANCIAL POSITION

ACE Audited 30-Jun-15 Notes $ CURRENT ASSETS Cash and cash equivalents 2 419 Trade and other receivables 3 - Investment-Shares 4 - TOTAL CURRENT ASSETS 419 NON-CURRENT ASSETS Fixed Assets 5 - Intangible Assets 12 - TOTAL NON- CURRENT ASSETS - TOTAL ASSETS 419 CURRENT LIABILITIES Trade and other payables 6 1,176,990 Borrowing 7 10,137,920 Provision 8 182,659 TOTAL CURRENT LIABILITIES 11,497,569 TOTAL LIABILITIES 11,448,569 NET ASSETS / (LIABILITIES) (11,448,150) EQUITY Contributed equity 10 21,193,635 Reserves 603,280 Share based payment reserve 11 - Accumulated losses 9 (33,294,065) TOTAL EQUITY (11,497,150)	Investia Audited 30-Jun-15 $ 7,783 30,701 15,799 54,283 32,343 - 32,343 86,626 (182) - - (182) (182) 86,808 21,500 - - 65,308 86,808	Subsequent Events $ (10,081) (30,701) (15,799) (36,419) - - - (36,419) (1,176,808) (9,809,920) (182,659) (11,169,387) (11,169,387) 11,132,968 10,500 - - 11,122,468 11,132,968	Pro-forma Adjustments $ 3,384,980 - - 3,384,980 17,300 895,892 913,192 4,298,172 - (300,000) - (300,000) (300,000) 4,598,172 4,663,480 - - (65,308) 4,598,172	Pro-forma After Issue $ 3,403,263 - -
				3,403,263
				49,643 895,892
				945,535
				4,348,798
				- 28,000 -
				28,000
				28,000
				4,320,798
				25,889,115 603,280 - (22,171,597)
				4,320,798

The pro-forma Statement of Financial Position after Issue is as per the Statement of Financial Position before Issue adjusted for the transactions described in sections 6 and 7 of this Report. The Statement of Financial Position is to be read in conjunction with the notes to and forming part of the historical financial information set out in Appendix 4.

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APPENDIX 3 ADVANCED ENGINE COMPONENTS LIMITED STATEMENT OF CHANGES IN EQUITY

Notes Balance at 1 July 2014 Comprehensive income for the period Profit/(Loss) for the period 9 Total comprehensive income for the period Transactions with equity holders in their capacity as equity holders: Contributed equity 10 Reserves Share Based Payment Reserve 11 Contributions of equity, net of transaction costs Balance	ACE Audited 30-Jun-15 $ - (33,294,065) (33,294,065) 21,193,635 603,280 - 21,796,915 (11,497,150)	Investia Audited 30-Jun-15 $ - 65,308 65,308 21,500 - - 21,500 86,808	Subsequent Events $ 11,122,468 11,139,768 10,500 - - 10,500 11,132,968	Pro-forma Adjustments $ - (65,308) (65,308) 4,663,480 - - 4,663,480 4,598,172	Pro-forma After Issue $ - (22,171,597)
					(22,171,597)
					25,889,115 603,280 -
					26,492,395

					4,320,798

The Statement of Changes in Equity is to be read in conjunction with the notes to and forming part of the historical financial information set out in Appendix 4.

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APPENDIX 4 ADVANCED ENGINE COMPONENTS LIMITED NOTES TO AND FORMING PART OF THE HISTORICAL FINANCIAL INFORMATION

The significant accounting policies adopted in the preparation of the historical financial information included in this Report have been set out below.

Basis of Preparation

(a) Statement of Compliance

These financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards (“AASBs”) (including Australian interpretations) adopted by the Australian Accounting Standard Board (“AASB”) and the Corporations Act 2001 where possible These financial statements of the Group also comply with the International Financial Reporting Standards (“IFRSs”) and interpretations adopted by the International Accounting Standards Board (“IASB”) where possible .

The financial statements have been prepared on an accruals basis and is based on historical costs modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.

(b) Incomplete records

Due to funding difficulties during the prior period, the Company reviewed various strategies for the ongoing development and commercialisation of its technology and products. As a result of this review, product development and trading operations were minimised and in April 2011 the operations of the Group were placed on care and maintenance. At its request the Company was suspended from trading on the Australian Securities Exchange (“ASX”) on 5 April 2011. In addition, on 12 November 2013, the Company announced that it had signed a co-marketing and supply agreement for its China business, as an extension of the BSA, under which it had agreed to sell its China inventory, equipment, customer and supplier contracts to the Purchaser.

On 29 August 2014, the Board resolved to place the Company into voluntary administration and appointed Mr Mark Summers and Mr Jack James of Palisade Business Consulting as joint and several administrators of the Company. Following appointment of the administrators, the powers of the Company’s officers (including Directors) were suspended and the administrators assumed control of the Company’s business, property and affairs.

The financial report has been prepared by Directors who were not in office for the periods presented in this report, nor were they parties involved with the Company and did not have oversight or control over the group’s financial reporting systems including but not limited to being able to obtain access to complete accounting records of the Company. In addition, Directors have not been able to source books and records of the company’s subsidiaries and associate. The Directors who prepared this financial report were appointed on or after 5 June 2015. Every reasonable effort has been made by the Directors to ascertain the true position of the Company as at 30 June 2015.

To prepare the financial report, the Directors have reconstructed the financial records of the Group using data extracted from the Group’s accounting system for the entire financial year. However, there may be information that the current Directors have not been able to obtain, the impact of which may or may not be material on the financial statements.

These financial statements do not contain all the required information or disclosures in relation transactions undertaken by the Company as this information is unascertainable due to the administration process and/or the change in directorships and key management personnel.

Consequently, although the Directors have prepared this financial report to the best of their knowledge based on the information made available to them, they are of the opinion that it is not possible to state that this financial report has been prepared in accordance with Australian Accounting Standards

Page 9

including Australian interpretations, other authoritative pronouncements of the Australian Accounting Standard Board and the Corporations Act 2001, nor is it possible to state this financial report gives a true and fair view of the Group’s financial position.

(c) Going concern

The group incurred a loss of $154,952 for the year ended 30 June 2015. In addition, the Group has net current liabilities and shareholders’ deficit of $11,419,487.

The financial report has been prepared on the basis of a going concern, which assumes continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. The Directors believe it is appropriate to prepare these accounts on a going concern basis because under the DOCA effectuated on 23 September 2015 the Company has extinguished all liabilities associated with the previous administration of the Company and is in the process of undertaking the following transactions:

Completion of a capital raising to raise a minimum of $3,700,000.
Acquisition of Investia Technologies Pty Ltd (“Investia”), a software and technology development company. In consideration for the acquisition, ACE will issue to Investia shareholders:
17,500,000 fully paid ACE shares at a deemed price of $0.02 and 17,500,000 options exercisable at $0.03 each, expiring three years from date of issue.
Up to 32,500,000 deferred consideration shares subject to certain milestones being achieved.

Should the Group not achieve the matters set out above, there is significant uncertainty whether the Group will continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.

The financial report does not contain any adjustments relating to the recoverability and classification of recorded assets or liabilities that might be necessary should the Group not be able to continue as a going concern.

Significant Accounting Policies

The accounting policies set out below have been applied consistently in the year ended 30 June 2015 financial statements.

(a) Basis of consolidation

Subsidiaries are entities controlled by the Company. Control exists when the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

For the purposes of the financial statements for the year ended 30 June 2015, the Directors have not been able to obtain financial information of the Group’s subsidiaries and accordingly, the financial information of the Group’s subsidiaries have been deconsolidated effective 1 July 2010.

(b) Foreign currency translation

Functional and presentation currency

The functional currency of each entity within the Group is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity’s functional and presentation currency.

Page 10

Transaction and balances

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the yearend exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items are recognised in the profit or loss. Exchange differences arising on the translation of non-monetary items are recognised directly in other comprehensive income to the extent that the underlying gain or loss is recognized other comprehensive Income; otherwise the exchange difference is recognised in profit or loss.

Group companies

The financial results and position of foreign operations whose functional currency is different from the Group’s presentation currency are translated as follows:

assets and liabilities are translated at year-end exchange rates prevailing at that reporting period;
income and expenses are translated at average exchange rates for the period; and
retained earnings are translated at the exchange rates prevailing at the date of the transaction.

Exchange differences arising on translation of foreign operations with functional currencies other than Australian dollars are recognised in other comprehensive income and included in the foreign currency translation reserve in the statement of financial position. These differences are recognised in the profit or loss in the period in which the operation is disposed of.

(c) Income tax

Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well unused tax losses.

Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity. Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur

Page 11

in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

(d) Other taxes

Revenues, expenses and assets are recognised net of the amount of GST except:

Where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
Receivables and payables are stated with amounts of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Balance Sheet.

Commitments or contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

(e) Leases

Leases are classified at their inception as either operating or finance leases based on the economic substance of the agreement so as to reflect the risks and benefits incidental to ownership.

Operating Leases

The minimum lease payments made under operating leases are charged against profits in equal instalments over the accounting periods covered by the lease term where the lessor effectively retains substantially all of the risks and benefits of ownership of the leased item.

The cost of improvements to or on leasehold property is capitalised, disclosed as leasehold improvements and amortised.

Finance leases

Leases which effectively transfer substantially all of the risks and rewards incidental to ownership of the leased item to the Company are capitalised at the present value of the minimum lease payments and disclosed as property, plant and equipment under lease. A lease liability of equal value is also recognised.

Capitalised lease assets are depreciated over the shorter of the estimated useful life of the assets and the lease term. Minimum lease payments are allocated between interest expense and reduction of the lease liability with the interest expense calculated using the interest rate implicit in the lease and recognised directly in net profit.

(f) Impairment of assets with indefinite useful life

The Group assesses at each reporting date whether there is an indication that an asset (or “CGU”) may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s or CGU’s recoverable amount. The recoverable amount is the higher of an asset’s or CGU’s fair value less costs to sell (“FVLCS”) and its value in use (“VIU”). The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case, the asset is tested as part of a larger CGU. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset/CGU is considered impaired and is written down to its recoverable amount

(g) Cash and cash equivalents

Cash and short-term deposits in the Balance Sheet comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less.

(h) Trade and other receivables

Trade receivables, which generally have 30-90 day terms are recognised and carried at original invoice amount less an allowance for any uncollectible amounts. An allowance for doubtful debts is made

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when there is objective evidence that the Group will not be able to collect the debts. Bad debts are written off when identified.

(i) Investments and jointly controlled entities

A jointly controlled entity (“JCE”) is a corporation, partnership or other entity in which each venturer holds an interest. A JCE operates in the same way as other entities, except that a contractual arrangement establishes joint control. A JCE controls the assets of the joint venture, earns its own income and incurs its own liabilities and expenses. Interests in JCEs are accounted for using the equity method

(j) Revenue recognition

Interest Revenue

Revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

(k) Trade and other payables

Trade payables and other payables are carried at amortised costs and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services.

(l) Borrowings

All borrowings are initially recognised as the fair value of the consideration received less directly attributable transaction costs.

After initial recognition, interest-bearing borrowings are subsequent measured at amortised cost using the effective interest method.

(m) Borrowing costs

Borrowing costs are recognised as an expense when incurred, except where they are directly attributable to the acquisition or construction of qualifying assets, in which case they are capitalised as part of the cost of that asset.

(n) Provisions

Employee leave benefits

Provision is made for employee benefits accumulated as a result of the employee rendering services up to the reporting date. These benefits including on costs expected to be settled within one year, together with benefits arising from wages and salaries and annual leave which will be settled after one year, are measured at their nominal amounts based on remuneration rates which are expected to be paid when the liability is settled. Long service leave including on costs, payable later than one year have been measured at the present value of estimated future cash outflows to be made for those benefits using the projected unit credit method.

Warranty provisions

Provisions for warranty-related costs are recognised when the product is sold or service provided to the customer. Initial recognition is based on historical experience. The initial estimate of warrantyrelated costs is revised annually

(o) Government grants

Government grants are assistance by the government in the form of transfers of resources to the Company in relation to the current development program.

Government grants are not recognised until it is reasonable assurance that the grants will be received.

Page 13

(p) Share-based payments transactions

The Company operated an Employee Share Option Plan (“ESOP”), which provides benefits to employees (including Directors) of the Company in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares (“equity-settled transactions”).

The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted. Options granted as part of employee remuneration have been valued using an option pricing model which takes into account the factors including the option exercise price, the current level and volatility of the underlying share price, the risk-free interest rate, expected dividends on the underlying share, current market price of the underlying share, the expected life of the option, and any barriers associated with vesting.

The fair value of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance condition are fulfilled, ending on the date on which the relevant employee become fully entitled to the option (“vesting date”).

The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects:

The extent to which the vesting period has expired, and
The number of options that, in the opinion of the Directors of the Company, will ultimately vest. This opinion is formed based on the best available information at balance date. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions included in the determination of fair value at grant date.

No expense is recognised for options that do not ultimately vest, except for options where vesting is conditional upon a market condition.

Where the terms of an equity-settled option are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as result of the medication, as measured at the date of modification.

Where an equity-settled option is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the option is recognised immediately.

(q) Contributed equity

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.

(r) Earnings per share

(i) Basic earnings per share

Basic earnings per share is determined by dividing net profit after income tax attributable to members of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.

(ii) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

(s) Accounting estimates and judgements

Estimated and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.

Page 14

The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are:

Impairment Testing

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.

Page 15

NOTE 2. Cash & Cash Equivalents Cash Adjustments arising in the preparation of the pro-forma other payables balance are summarised as follows: Audited balance of ACE at 30 June 2015 Audited balance of Investia at 30 June 2015 Subsequent Events 25,000,000 DOCA Proponent Shares 25,000,000 DOCA Proponent Options Cash Transferred to Creditor Trust Convertible Loan Received Recapitalisation Costs Creditor Trust Payment Pro-forma Adjustments: Proceeds from shares issued under this Prospectus Capital Raising Costs Pro-forma Balance NOTE 3. Trade and Other Receivables Trade and Other Receivables Adjustments arising in the preparation of the pro-forma other payables balance are summarised as follows: Audited balance of ACE at 30 June 2015 Audited balance of Investia at 30 June 2015 Subsequent Events Elimination of Trade and Other Receivables for debt forgiveness Pro-forma Adjustments: - Pro-forma Balance	Audited 30 June 2015 $ 419 Audited 30 June 2015 $ -	Pro-forma After Issue $ 3,373,263
		419 7,783 250 250 (419) 300,000 (90,000) (200,000)
		10,081 3,700,000 (315,020)
		3,384,980
		3,403,263
		Pro-forma After Issue $ -
		- 30,701 (30,701)
		(30,701) -
		-

Page 16

NOTE 4. Investment-Shares Investment-Shares Adjustments arising in the preparation of the pro-forma other payables balance are summarised as follows: Audited balance of ACE at 30 June 2015 Audited balance of Investia at 30 June 2015 Subsequent Events Investment-Shares sold post 30 June 2015 Pro-forma Adjustments: - Pro-forma Balance NOTE 5. Fixed Assets Fixed Asset Adjustments arising in the preparation of the pro-forma other payables balance are summarised as follows: Audited balance of ACE at 30 June 2015 Audited balance of Investia at 30 June 2015 Subsequent Events - Pro-forma Adjustments: Additions of fixed assets in Investia post 30 June 2015 Pro-forma Balance	Audited 30 June 2015 $ - Audited 30 June 2015 $ -	Pro-forma After Issue $ -
		- 15,799 (15,799)
		(15,799) -
		-
		Pro-forma After Issue $ 49,643
		- 32,343 - 17,300
		49,643

Page 17

NOTE 6. Trade and Other Payables Trade and Other Payables Adjustments arising in the preparation of the pro-forma other payables balance are summarised as follows: Audited balance of ACE at 30 June 2015 Audited balance of Investia at 30 June 2015 Subsequent Events Elimination of trade and other payables upon debt release arising from the execution of the Deed of Company Arrangement Pro-forma Adjustments: - Pro-forma Balance NOTE 7. Borrowing Borrowing Adjustments arising in the preparation of the pro-forma other payables balance are summarised as follows: Audited balance of ACE at 30 June 2015 Audited balance of Investia at 30 June 2015 Subsequent Events Convertible Loan Loan from related party in Investia post 30 June 2015 Opening Cash Balance Transferred In Creditor Trust Payment Elimination of borrowing upon debt release arising from the execution of the Deed of Company Arrangement Pro-forma Adjustments: Conversion Offer under exiting Convertible Loan Agreement Pro-forma Balance	Audited 30 June 2015 $ 1,176,990 Audited 30 June 2015 $ 10,137,920	Pro-forma After Issue $ -
		1,176,990 (182) (1,176,808)
		(1,176,808) -
		-
		Pro-forma After Issue $ -
		10,137,920 - 300,000 28,000 (419) (200,000) (9,937,501)
		(9,809,920) (300,000)
		(300,000)
		28,000

Page 18

NOTE 8. Provision Audited 30 June 2015 $ Provision 182,659 Adjustments arising in the preparation of the pro-forma other payables balance are summarised as follows: Audited balance of ACE at 30 June 2015 Audited balance of Investia at 30 June 2015 Subsequent Events Elimination of Provision upon debt release arising from the execution of the Deed of Company Arrangement Pro-forma Adjustments: - Pro-forma Balance NOTE 9. Accumulated Losses Audited 30 June 2015 $ Reserves (33,294,065) Adjustments arising in the preparation of the pro-forma accumulated losses balance are summarised as follows: Audited balance of ACE at 30 June 2015 Audited balance of Investia at 30 June 2015 Subsequent Events Investia Subsequent Events Adjustments Elimination of accumulated losses upon debt release arising from the execution of the Deed of Company Arrangement Pro-forma Adjustments: Elimination of retained earnings on consolidation of Investia Pro-forma Balance	NOTE 8. Provision Audited 30 June 2015 $ Provision 182,659 Adjustments arising in the preparation of the pro-forma other payables balance are summarised as follows: Audited balance of ACE at 30 June 2015 Audited balance of Investia at 30 June 2015 Subsequent Events Elimination of Provision upon debt release arising from the execution of the Deed of Company Arrangement Pro-forma Adjustments: - Pro-forma Balance NOTE 9. Accumulated Losses Audited 30 June 2015 $ Reserves (33,294,065) Adjustments arising in the preparation of the pro-forma accumulated losses balance are summarised as follows: Audited balance of ACE at 30 June 2015 Audited balance of Investia at 30 June 2015 Subsequent Events Investia Subsequent Events Adjustments Elimination of accumulated losses upon debt release arising from the execution of the Deed of Company Arrangement Pro-forma Adjustments: Elimination of retained earnings on consolidation of Investia Pro-forma Balance	Pro-forma After Issue $ -
		182,659 - (182,659)
		-
		- -
		Pro-forma After Issue $ (22,171,597) (33,294,065) 65,308 (74,500) 11,196,968 11,139,768 (65,308) (22,171,597)

Page 18

NOTE 10. Contributed Equity Contributed Equity a) Ordinary Shares Adjustments arising in the preparation of the pro-forma contributed equity balance are summarised as follows: ACE fully paid ordinary share capital Investia fully paid ordinary share capital Subsequent Events DOCA Proponent Shares DOCA Proponent Options Creditor Placement Shares Recapitalisation costs Acquisition of Investia 17,500,000 fully paid ordinary shares in ACE at $0.02 each 17,500,000 share options exercisable at $0.03 each Pro-forma adjustments: Proceeds from shares issued under this Prospectus Shares issued under Conversion Offer Capital raising costs Broker options Elimination of contributed equity of Investia on consolidation Subtotal – Ordinary Shares Performance Shares Acquisition of Investia a) 15,000,000 Milestone 1 Consideration Shares at $0.02 each b) 17,500,000 Milestone 2 Consideration Shares at $0.02 each Subtotal – Performance Shares Pro-forma balance	Audited 30 June 2015 $ 21,193,635 Number of Shares 5,092,289 850 25,000,000 - 5,000,000 - 17,500,000 - 185,000,000 15,000,000 - - (850) 252,592,289 15,000,000 17,500,000 32,500,000 285,092,289	Pro-forma After Issue $ 25,889,115
		$ 21,193,635 21,500 250 250 100,000 (90,000) 350,000 - 3,700,000 300,000 (315,020) - (21,500)
		25,239,115 300,000 350,000
		650,000
		25,859,115

Page 19

NOTE 11. Share Based Payments Reserve Reserves Adjustments arising in the preparation of the pro-forma share based payments reserve balance are summarised as follows: Reviewed balance of ACE at 30 June 2015 Subsequent Events - Pro-forma Adjustments: Broker options Pro-forma Balance	Audited 30 June 2015 $ -	Pro-forma After Issue $ -
		- - -
		-

NOTE 12. Intangible Asset

On 5 October 2015, the Company entered into a binding Heads of Agreement with Investia Technologies Pty Ltd ( “Investia”), Investia is Australian proprietary limited company engaged in the development and operation of an online platform (Investia Platform) for the distribution of financial products (Investia Business) and is the legal and beneficial owner of all of the intellectual property rights and licences relating to the Investia Platform (Investia IP). The Investia Platform is a financial services software platform that provides Australian Financial Services Licence (AFSL) holders with a streamlined total managed solution to capital raisings and distribution of public and private offerings, with peer-to-peer capabilities.

The Acquisition of Investia is accounted for as an “asset acquisition” under Australian Accounting Standards. The Consideration paid for the acquisition of Investia is as follows:

17,500,000 fully paid ordinary shares in ACE at $0.02 each
17,500,000 share options exercisable at $0.03 each
15,000,000 Milestone 1 Consideration Shares at $0.02 each
17,500,000 Milestone 2 Consideration Shares at $0.02 each

Milestone 1 & 2 are considered as contingent consideration, which should be recorded at its fair value in the accounting records of the Company.

Intangible assets have finite useful lives. The Company is in the process of determining the useful lives of its intangible assets.

A summary of the acquisition details with respect to the proposed Investia acquisition as included in our report is set out below. These details have been determined for the purposes of the pro-forma adjustments as at 30 June 2015 however will require re-determination as at the successful acquisition date which may result in changes to the values as disclosed below.

Page 20

Details of the net assets acquired, Intangible Asset and purchase consideration are as follows:

Cash and cash equivalents Trade Receivable& Other Asset Fixed Assets Trade and other payables Deferred tax liabilities Net identifiable assets and liabilities Less: Non-controlling interests Net assets acquired Purchase consideration comprises: Cash paid Equity instruments issued Contingent consideration Total purchase consideration Intangible Asset*	Fair value $ 7,783 46,500 49,643 (182) -
	104,108 -
	104,108
	- 350,000 650,000
	1,000,000
	895,892

The equity portion of the purchase consideration comprises 17.5 million ordinary shares in ACE at $0.02 per share and 17.5 million share options excisable at $0.03.

** The equity portion of the contingent consideration comprises 32.5 million Milestone Consideration Shares in ACE at $0.02 per share as per the terms and conditions as detailed in the Prospectus.

NOTE 13. Related Party Disclosures

At the date of the report no material transactions with related parties and directors interests exist that we are aware of, other than those disclosed in the prospectus.

NOTE 14. Commitments and Contingencies

At the date of the report no material commitments or contingent liabilities exist that we are aware of, other than those disclosed in the prospectus.

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11. CORPORATE GOVERNANCE

11.1 ASX Corporate Governance Council Principles and Recommendations

The Company has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs. To the extent applicable, commensurate with the Company’s size and nature, ACE has adopted The Corporate Governance Principles and Recommendations (3rd Edition) as published by ASX Corporate Governance Council

`(` Recommendations `).`

The Board seeks, where appropriate, to provide accountability levels that meet
or exceed the Recommendations.

The Company’s main corporate governance policies and practices as at the
date of this Prospectus are outlined below and further details on ACE’s
corporate governance procedures, policies and practices can be obtained
from the Company website at http://www.ookami.com.au.

11.2 Board of Directors

The Board is responsible for corporate governance of the Company. The Board
develops strategies for the Company, reviews strategic objectives and monitors
performance against those objectives. The goals of the corporate governance
processes are to:

(a) maintain and increase Shareholder value;
(b) ensure a prudential and ethical basis for the Company’s conduct and activities; and
(c) ensure compliance with the Company’s legal and regulatory objectives.

Consistent with these goals, the Board assumes the following responsibilities:

(a) developing initiatives for profit and asset growth;
(b) reviewing the corporate, commercial and financial performance of the Company on a regular basis;
(c) acting on behalf of, and being accountable to, the Shareholders; and
(d) identifying business risks and implementing actions to manage those risks and corporate systems to assure quality.

The Company is committed to the circulation of relevant materials to Directors in
a timely manner to facilitate Directors’ participation in the Board discussions on a
fully-informed basis.

In light of the Company’s size and nature, the Board considers that the proposed
board is a cost effective and practical method of directing and managing the
Company. If the Company’s activities develop in size, nature and scope, the size

of the Board and the implementation of additional corporate governance
policies and structures will be reviewed.

11.3 Composition of the Board

Election of Board members is substantially the province of the Shareholders in
general meeting. However, subject thereto, the Company is committed to the
following principles:

(a) the Board is to comprise Directors with a blend of skills, experience and attributes appropriate for the Company and its business; and
(b) the principal criterion for the appointment of new Directors is their ability to add value to the Company and its business.

Following Settlement, the Board is proposed to consist of 4 members. The
Company has adopted a Nominations Committee Charter, but has not formally
adopted a Nominations and Remuneration Committee. The Directors consider
that the Company is currently not of a size, nor are its affairs of such complexity
as to justify the formation of a Nomination and Remuneration Committee. The
responsibilities of a Nomination and Remuneration Committee are currently
carried out by the Board.

Where a casual vacancy arises during the year, the Board has procedures to
select the most suitable candidate with the appropriate experience and
expertise to ensure a balanced and effective Board. Any Director appointed
during the year to fill a casual vacancy or as an addition to the current Board,
holds office until the next general meeting and is then eligible for re-election by
the Shareholders.

11.4 Identification and management of risk

The Board has not established a risk management committee and the full Board
is responsible for overseeing the risk management function. The Board is
responsible for ensuring the risks and opportunities are identified on a timely
basis.

11.5 Ethical standards

The Board is committed to the establishment and maintenance of appropriate
ethical standards.

11.6 Independent professional advice

Subject to the Chairman’s approval (not to be unreasonably withheld), the
Directors, at the Company’s expense, may obtain independent professional
advice on issues arising in the course of their duties.

11.7 Remuneration arrangements

The total maximum remuneration of Non-executive Directors is initially set by the
Constitution and subsequent variation is by ordinary resolution of Shareholders in
general meeting in accordance with the Constitution, the Corporations Act and
the ASX Listing Rules, as applicable. The determination of Non-executive
Directors’ remuneration within that maximum will be made by the Board having
regard to the inputs and value to the Company of the respective contributions
by each Non-executive Director. The current amount has been set at an amount
not to exceed $350,000 per annum.

Directors are also entitled to be paid reasonable travelling, hotel and other
expenses incurred by them respectively in or about the performance of their
duties as Directors.

The Board reviews and approves the remuneration policy to enable the
Company to attract and retain Directors who will create value for Shareholders
having consideration to the amount considered to be commensurate for a
company of its size and level of activity as well as the relevant Directors’ time,
commitment and responsibility.

11.8 Trading policy

The Board has adopted a policy that sets out the guidelines on the sale and
purchase of securities in the Company by its key management personnel (i.e.
Directors and, if applicable, any employees reporting directly to the Managing
Director). The policy generally provides that written notification to the Chairman
(or in the case of the Chairman, the Managing Director) must be satisfied prior to
trading.

11.9 External audit

The Company in general meetings is responsible for the appointment of the
external auditors of the Company, and the Board from time to time will review
the scope, performance and fees of those external auditors.

11.10 Audit committee

The Company does not have an Audit Committee. The full Board fulfils the
Company’s corporate governance and monitoring responsibilities in relation to
the Company’s risks associated with the integrity of the financial reporting,
internal control systems and the independence of the external audit function.

11.11 Diversity Policy

The Board has adopted a diversity policy which provides a framework for the
Company to achieve, amongst other things, a diverse and skilled workforce, a
workplace culture characterised by inclusive practices and behaviours for the
benefit of all staff, improved employment and career development
opportunities for women and a work environment that values and utilises the
contributions of employees with diverse backgrounds, experiences and
perspectives.

11.12 Departures from Recommendations

Following re-admission to the Official List of ASX, ACE will be required to report
any departures from the Recommendations in its annual financial report.

12. MATERIAL CONTRACTS

12.1 Acquisition Agreement

`(a)` Acquisition

The Company has agreed to acquire the Investia Shares held by each
of the Investia Shareholders on the terms and conditions summarised
below.

`(b)` Conditions Precedent

Completion of the Acquisition is subject to the satisfaction or waiver by
the parties of the following conditions no later than 90 days after the
date of the Acquisition Agreement:

1. ACE obtaining all necessary shareholder approvals pursuant to the ASX Listing Rules, Corporations Act or any other law to allow ACE to complete the matters contemplated by the Acquisition Agreement, including approval of the Essential Resolutions;

2. ACE obtaining all necessary regulatory approvals or waivers pursuant to the ASX Listing Rules, Corporations Act or any other law required to allow the parties to lawfully complete the matters set out in the Acquisition Agreement, including but not limited to conditional ASX approval to reinstate ACE to official quotation on ASX on conditions satisfactory to the parties;

3. ACE completing the Offer as set out in this Prospectus to raise at least $3,700,000 (before costs); and

4. to the extent required by the ASX or the ASX Listing Rules, the Investia Shareholders entering into restriction agreements with the Company in relation to the Consideration Shares and the Initial Consideration Options.

If the conditions are not satisfied (or waived) (or become incapable of
being satisfied and are not waived) on or before 5:00pm (WST time) on 5
January 2016 (the date that is 90 days after the execution of the
Acquisition Agreement) or such other date as Investia, ACE and the
Investia Shareholders all approve in writing, then the Acquisition
Agreement will be at an end and the parties will be released from their
obligations under the Acquisition Agreement.

`(c)` Consideration

In exchange for the Company acquiring the Investia Shares, the
Company agrees to issue by way of consideration:

1. 17,500,000 Initial Consideration Shares;

2. 17,500,000 Initial Consideration Options;

3. 15,000,000 Milestone 1 Consideration Shares; and

4. 17,500,000 Milestone 2 Consideration Shares,

to the Investia Shareholders or their nominees in proportion to their
holdings in Investia immediately prior to the Acquisition.

Any escrow restrictions in accordance with Chapter 9 of the ASX Listing
Rules applying to the Consideration Shares, Initial Consideration Options
and Performance Rights (refer below) will be determined by ASX after
this Prospectus is lodged with ASX.

`(d)` Performance Rights

As stated above, as part of the Acquisition, the Company intends to
issue a total of 36,000,000 Performance Rights on the terms set out in
Sections 13.5 and 13.6 to Directors of the Company.

12.2 Convertible Loan Agreements

On or around 22 September 2015, the Company (as borrower) entered into a number of identical convertible loan agreements with lenders ( Convertible Loan Holders ) for a total amount of $300,000 ( Convertible Loan Agreements ).

The Company must seek shareholder approval to convert the loaned amounts no later than 3 months after the execution date ( Long Stop Date ). Subject to the Shareholder approval being obtained prior to the Long Stop Date, each Convertible Loan Holder irrevocably directs the Company to satisfy the repayment of the funds advanced by issuing Shares at a deemed issue price of $0.02 per Share under the Conversion Offer.

If Shareholder approval is not obtained, the funds advanced are repayable no
later than four (4) months after the execution date or any other date as is
agreed in writing between the parties.

The Company may repay funds advanced at any time and amount repaid
cannot be redrawn.

No interest is payable and no security is required.

One of the Converting Loan Agreements, for an amount of $20,000, is with
Davinch Pty Ltd, an entity controlled by Mr Chris Ntoumenopoulos, a Director of
the Company.

12.3 Lead Manager / Corporate Advisor Mandate

On 17 November 2015, ACE entered into a Corporate Advisory mandate with Otsana Capital ( Otsana ). A summary of the key terms set out below.

Term : The Company will engage Otsana as a Corporate Advisor for a period of 12 months (effective from mandate being executed), with access to its corporate team as required.

Capital Raising Fee : With respect to the Offer, Otsana, acting in its capacity as Corporate Advisor, will be entitled to a 2% advisory fee on total monies raised. Monies raised in this context will exclude any monies raised or contributed directly by the Company, its founding shareholders or anyone that the Company or its founding shareholders have solicited themselves during the course of the transaction. In addition, the Company will pay up to an additional 4% on any capital raised by Otsana or any AFSL holders that Otsana introduces. In the event the Company undertakes additional capital raising during the term of the mandate, Otsana, acting in its capacity as Corporate Advisor, will be

entitled to a 1% advisory fee on total monies raised. Monies raised in this context
will exclude any monies raised or contributed directly by the Company, its
founding shareholders or anyone that the Company or its founding shareholders
have solicited themselves during the course of the transaction. In addition, the
Company will pay up to an additional 5% on any capital raised by Otsana or
any AFSL holders that Otsana introduces.

12.4 Lease Agreement

On 1 November 2015, ACE (as tenant) entered into a Lease Agreement with
Adamantium Holdings Pty Ltd, an entity controlled by Messrs Faldi Ismail and
Zaakir Ismail, commencing 1 January 2016.

A summary of the key terms of the Lease Agreement is set out below:

(a) Premises : The Landlord gives the Tenant the right to use the premises located at 108 Outram Street, West Perth, Western Australia, as its registered office and principal place of business, including: All fixtures and fittings, use of 1 desk space, use of boardroom, IT related usage.
(b) Outgoings: including electricity, gardening, landline telephone, water usage.
(c) Rent : A monthly rent of $1,000 plus GST, is payable in advance starting on the 1st day of January 2016. In addition, a monthly fee of $500 plus GST, is payable as the fee for the registered office and principal place of business.
(d) Term and Termination : The term of the agreement is for an initial period of 12 months and then monthly thereafter. The minimum cancellation notification period is 3 months.

12.5 Corporate Services Agreement

On 6 November 2015, the Company entered into a Corporate Services
Agreement with Onyx Corporate Pty Ltd, an entity where Mr Faldi Ismail, holds a
minority interest, for the provision of accounting and book keeping services to
the Company. The agreement can be terminated for any reason by either party
giving the other 1 months’ notice. The consultancy fee under the agreement will
be (upon re-listing) $3,000 per month.

12.6 Consultancy Services Agreement – Chief Technology Officer

The Company has entered into a consultancy services agreement with Mr Zaakir Ismail ( Consultant ) effective on Settlement of the Acquisition ( CSA ).

The material terms of this CSA is as follows:

(a) Services: The Consultant will manage the operational functions of the Company, including acting as Chief Technology Officer and managing operations functions to achieve the Company’s goals and outcomes in accordance with Board approved budgets and business plans.
(b) Fees: The consultancy fee under the CSA will be (from Settlement) $60,000 per annum.
(c) Term and Termination: The term of the agreement is for 24 months. The minimum cancellation notification period is 1 month.

12.7 Non-executive letters of appointment

The Company has entered into letters of appointment with each of its non-
executive directors, with each entitled to a fee of $2,000 per month and
otherwise on standard terms for agreements of this nature.

12.8 Deeds of indemnity, insurance and access

The Company has entered into deeds of indemnity, insurance and access with
each of its Directors. Under these deeds, the Company agrees to indemnify
each officer to the extent permitted by the Corporations Act against any liability
arising as a result of the officer acting as an officer of the Company or a related
body corporate (subject to customary exceptions). The Company is also
required to maintain insurance policies for the benefit of the relevant officer and
must also allow the officers to inspect board papers and other documents
provided to the Board in certain circumstances.

13. ADDITIONAL INFORMATION

13.1 Litigation

As at the date of this Prospectus, neither ACE or Investia or any of their
respective subsidiaries are involved in any material legal proceedings and the
Directors are not aware of any legal proceedings pending or threatened
against ACE or Investia or any of their respective subsidiaries.

13.2 Rights and liabilities attaching to Shares (including Shares to be issued under the Offer)

The following is a summary of the more significant rights and liabilities attaching
to Shares being offered 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
Constitution, a copy of which is available for inspection at the Company’s
registered office during normal business hours.

`(a)` General meetings

Shareholders are entitled to be present in person, or by proxy, attorney
or representative to attend and vote at general meetings of the
Company.

Shareholders may requisition meetings in accordance with section 249D
of the Corporations Act and the Constitution of the Company.

`(b)` Voting rights

Subject to any rights or restrictions for the time being attached to any
class or classes of shares, at general meetings of Shareholders or classes
of shareholders:

1. each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;

2. on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and

3. on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for each Share held, but in respect of partly paid shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

`(c)` Dividend rights

Subject to the rights of any preference Shareholders and to the rights of
the holders of any shares created or raised under any special

arrangement as to dividend, the Directors may from time to time
declare a dividend to be paid to the Shareholders entitled to the
dividend which shall be payable on all Shares according to the
proportion that the amount paid (not credited) is of the total amounts
paid and payable (excluding amounts credited) in respect of such
Shares.

The Directors may from time to time pay to the Shareholders any interim
dividends as they may determine. No dividend shall carry interest as
against the Company. The Directors may set aside out of the profits of
the Company any amounts that they may determine as reserves, to be
applied at the discretion of the Directors, for any purpose for which the
profits of the Company may be properly applied.

Subject to the ASX Listing Rules and the Corporations Act, the Company
may, by resolution of the Directors, implement a dividend reinvestment
plan on such terms and conditions as the Directors think fit.

`(d)` Winding-up

If the Company is wound up, the liquidator may, with the authority of a
special resolution, divide among the shareholders in kind the whole or
any part of the property of the Company, and may for that purpose set
such value as he considers fair upon any property to be so divided, and
may determine how the division is to be carried out as between the
Shareholders or different classes of Shareholders.

`(e)` Shareholder liability

As the Shares under the Prospectus are fully paid shares, they will not be
subject to any calls for money by the Directors and will therefore not
become liable for forfeiture.

`(f)` Transfer of Shares

Generally, Shares in the Company are freely transferable, subject to
formal requirements, the registration of the transfer not resulting in a
contravention of or failure to observe the provisions of a law of Australia
and the transfer not being in breach of the Corporations Act or the ASX
Listing Rules.

`(g)` Future increase in capital

The issue of any new Shares is under the control of the Board of the
Company as appointed from time to time. Subject to restrictions on the
issue or grant of Securities contained in the ASX Listing Rules, the
Constitution and the Corporations Act (and without affecting any
special right previously conferred on the holder of an existing Share or
class of shares), the Directors may issue Shares and other Securities as
they shall, in their absolute discretion, determine.

`(h)` Variation of rights

Under Section 246B of the Corporations Act, the Company may, with
the sanction of a special resolution passed at a meeting of Shareholders
vary or abrogate the rights attaching to Shares.

If at any time the share capital is divided into different classes of shares,
the rights attached to any class (unless otherwise provided by the terms
of issue of the shares of that class) may be varied or abrogated with the
consent in writing of the holders of three quarters of the issued shares of
that class, or if authorised by a special resolution passed at a separate
meeting of the holders of the shares of that class.

`(i)` Alteration of Constitution

In accordance with the Corporations Act, the Constitution can only be
amended by a special resolution passed by at least three quarters of
votes validly cast for Shares at the general meeting. In addition, at least
28 days written notice specifying the intention to propose the resolution
as a special resolution must be given.

13.3 Terms of existing Options

`(a)` Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise
of the Option.

`(b)` Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.02 ( Exercise Price )

`(c)` Expiry Date

Each Option will expire at 5:00 pm (WST) on 4 September 2019 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

`(d)` Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

`(e)` Notice of Exercise

The Options may be exercised during the Exercise Period, in whole or in part (provided multiples of at least 1,000 Options are exercised) by notice in writing to the Company ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by cheque (crossed Non Negotiable) or electronic funds transfer.

`(f)` Timing of issue of Shares on exercise

Within 10 Business Days after the Exercise Date, the Company will issue
the number of Shares required under these terms and conditions in
respect of the number of Options specified in the Notice of Exercise and
for which cleared funds have been received by the Company.

`(g)` Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then
issued shares of the Company.

`(h)` Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made
by the Company to ASX for quotation of the Shares issued upon the
exercise of the Options within 10 Business Days of issue.

`(i)` Unquoted

The Company will not apply for quotation of the Options on ASX.

`(j)` Transferability

The Options are transferable subject to the Corporations Act.

`(k)` Participation in new issues

There are no participation rights or entitlements inherent in the Options
and holders will not be entitled to participate in new issues of capital
offered to Shareholders during the currency of the Options without
exercising the Options. However, the Company will give Option holders
notice of a proposed issue prior to the date for determining
entitlements.

`(l)` Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to
existing Shareholders (other than an issue in lieu or in satisfaction of
dividends or by way of dividend reinvestment):

1. the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and

2. no change will be made to the Exercise Price.

`(m)` Adjustment for Entitlement Issue

In the event the Company proceeds with a pro rata issue of securities to
existing Shareholders after the date of issue of the Options (except an
issue in lieu or in satisfaction of dividends or by way of dividend
reinvestment), the Exercise Price may be reduced in accordance with
the formula set out in ASX Listing Rule 6.22.2

`(n)` Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all
rights of an Optionholder are to be changed in a manner consistent
with the Corporations Act and the ASX Listing Rules at the time of the
reconstruction.

13.4 Terms of Options under Offer

`(a)` Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise
of the Option.

`(b)` Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.03 ( Exercise Price )

`(c)`

Expiry Date

Each Option will expire at 5:00 pm (WST) three years from date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

`(d)` Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

`(e)`

Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

`(f)`

Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

`(g)` Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

1. allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

2. if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

3. if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(ii) for any reason is not effective to ensure
that an offer for sale of the Shares does not require disclosure to
investors, the Company must, no later than 20 Business Days after
becoming aware of such notice being ineffective, lodge with ASIC a
prospectus prepared in accordance with the Corporations Act and do
all such things necessary to satisfy section 708A(11) of the Corporations

Act to ensure that an offer for sale of the Shares does not require
disclosure to investors.

`(h)` Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then
issued shares of the Company.

`(i)` Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made
by the Company to ASX for quotation of the Shares issued upon the
exercise of the Options.

`(j)` Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all
rights of an Optionholder are to be changed in a manner consistent
with the Corporations Act and the ASX Listing Rules at the time of the
reconstruction.

`(k)` Participation in new issues

There are no participation rights or entitlements inherent in the Options
and holders will not be entitled to participate in new issues of capital
offered to Shareholders during the currency of the Options without
exercising the Options.

`(l)` Change in exercise price

An Option does not confer the right to a change in Exercise Price or a
change in the number of underlying securities over which the Option
can be exercised.

`(m)` Unquoted

The Company will not apply for quotation of the Options on ASX.

`(n)` Transferability

The Options are transferable subject to any restriction or escrow
arrangements imposed by ASX or under applicable Australian securities
laws.

13.5 Summary of Performance Rights Plan

(a) Eligible Participants : A Director, full time, part time or casual employee of any Group Company and certain contractors (current or prospective) who is declared by the Board to be eligible to receive grants of Performance Rights under the Performance Rights Plan.
(b) Offers : The Board may, from time to time, at its absolute discretion, make an offer to an Eligible Participant under the Performance Rights Plan to apply for up to a specified number of Performance Rights, upon the terms of the Performance Rights Plan and on such additional terms and conditions as the Board determines.

(c) Performance Rights : Each Performance Right, once vested, entitles the holder, on exercise, to the issue of one Share.
(d) Limit on Offers : The Company must have reasonable grounds to believe, when making an Offer, that the number of Shares to be received on exercise of Performance Rights offered under an Offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made in reliance on the Class Order at any time during the previous 3 year period under an employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the Offer.
(e) Not transferrable : Performance Rights are only transferrable in special circumstances with the prior written consent of the Board (which may be withheld in its absolute discretion) or by force of law upon death to the participant’s legal personal representative or upon bankruptcy to the participant’s trustee in bankruptcy.
(f) Vesting Conditions : A Performance Right may be made subject to Vesting Conditions as determined by the Board in its discretion and as specified in the offer for the Performance Right.
(g) Vesting : A Performance Right will vest where Vesting Conditions are satisfied or where, despite Vesting Conditions not being satisfied, the Board (in its absolute discretion) resolves that unvested Performance Rights have vested as a result of:

1. a Relevant Personal ceasing to be an Eligible Participant due to special circumstances;

2. a Relevant Person suffering severe financial hardship;

3. a change of control occurring or the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company.

(h) Exercise of vested Performance Right : A Participant may, subject to the terms of any offer, exercise any vested Performance Right at any time after the Board notifies that the Performance Right has vested and before it lapses.
(i) Issue of Shares: Subject to the Corporations Act, the ASX Listing Rules, the Performance Rights Plan and the terms of any offer under the Performance Rights Plan, within 10 days of receipt of a valid notice of exercise for Performance Rights, the Board must issue or transfer one (1) Share, free of encumbrances, to the Participant or his or her personal representative for each Performance Right exercised.
(j) Lapse of a Performance Right : A Performance Right will lapse upon the earlier to occur of:

1. an unauthorised dealing in, or hedging of, the Performance Right;

2. a Vesting Condition in relation to the Performance Right is not satisfied by its due date, or becomes incapable of satisfaction, unless the Board exercises its discretion to vest the Performance

Right under a good leaver exception (eg due to death, total
and permanent disability, retirement or redundancy or financial
hardship) or change of control event;

3. in respect of unvested Performance Rights only, where a Relevant Person ceases to be an Eligible Participant, unless the Board exercises its discretion to vest the Performance Right under a good leaver exception or change of control event or resolves to allow the unvested Performance Right to remain unvested after the Relevant Person ceases to be an Eligible Participant;

4. in respect of a vested Performance Right only, where a Relevant Person ceases to be an Eligible Participant and the Performance Right granted is not exercised within one (1) month of the date the Relevant Person ceases to be an Eligible Participant;

5. the Board deems that a Performance Right lapses due to fraud, dishonesty or other improper behaviour of the holder/Eligible Participant;

6. the Company undergoes a change in control or winding up, and the Board does not exercise its discretion to vest the Performance Right; and

7. the expiry date of the Performance Right.

(k) Shares : All shares issued under the Performance Rights Plan will rank equally in all respects with the Shares of the same class for the time being on issue except as regards any rights attaching to such Shares by reference to a record date prior to the date of their issue.
(l) Quotation of Shares : If Shares of the same class as those allotted under the Plan are quoted on the ASX, the Company will, subject to the ASX Listing Rules, apply to the ASX for those Shares to be quoted on ASX within 10 business days of the later of the date the Shares are issued and the date any restriction period applying to the disposal of Shares ends.
(m) Share Sale Restrictions : The Board may, in its discretion, determine at any time up until exercise of Performance Rights, that a restriction period will apply to some or all of the Shares issued to a Participant on exercise of those Performance Rights ( Restricted Shares ), up to a maximum of seven (7) years from the Grant Date of the Performance Rights ( Restriction Period ). Other than any Restriction Period, there will be no transfer restrictions on Shares issued or transferred under the Performance Rights Plan unless the sale, transfer or disposal would require the preparation of a disclosure document. The Company will issue, where required to enable Shares issued or transferred on exercise of Performance Rights to be freely tradeable on the ASX, a cleansing statement at the time the shares are issued.
(n) No Participation Rights : There are no participating rights or entitlements inherent in the Performance Rights and participants will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights.

(o) No Change : A Performance Right does not confer the right to a change in the number of underlying Shares over which the Performance Right can be exercised.
(p) Reorganisation : If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a participant are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.
(q) Deferred Taxation : Subdivision 83A-C of the Income Tax Assessment Act 1997 applies to Performance Rights granted under the Plan except to the extent an offer provides otherwise.
(r) Amendments : Subject to express restrictions set out in the Performance Rights Plan and complying with the Corporations Act, ASX Listing Rules and any other applicable law, the Board may at any time by resolution amend or add to all or any of the provisions of the Performance Rights Plan, or the terms or conditions of any Performance Right granted under the Performance Rights Plan including giving any amendment retrospective effect.
(s) Restrictions on amendments : Without the consent of the Participant, no amendment may be made to the terms of any granted Performance Right which reduced the rights of the Participant in respect of that Performance Right, other than an amendment introduced primarily:

1. for the purpose of complying with or conforming to present or future State or Commonwealth legislation governing or regulating the maintenance or operation of the Plan or like plans;

2. to correct any manifest error or mistake; or

3. to enable a member of the Group to comply with the Corporations Act, the ASX Listing Rules, applicable foreign law, or a requirement, policy or practice of the ASIC or other foreign or Australian regulatory body

4. to take into consideration possible adverse tax implications in respect of the Plan arising from, amongst others, adverse rulings from the Commissioner of Taxation, changes to tax legislation (including an official announcement by the Commonwealth of Australia) and/or changes in the interpretation of tax legislation by a court of competent jurisdiction.

13.6 Terms of Performance Rights

(a) ( Milestones ): The Performance Rights will have the following milestones attached to them:

1. Class A Performance Rights: upon the volume weighted average price ( VWAP ) for 10 consecutive trading days of Shares equals or exceeds 3 cents, such price to be adjusted on a prorata basis post consolidation, after completion of the Acquisition ( Performance Rights Milestone 1 );

2. Class B Performance Rights: upon the VWAP for 10 consecutive trading days of Shares equals or exceeds 4 cents, such price to be adjusted on a pro-rata basis post consolidation, after completion of the Acquisition ( Performance Rights Milestone 2 ); and

3. Class C Performance Rights: upon the VWAP for 10 consecutive trading days of Shares equals or exceeds 5 cents, such price to be adjusted on a pro-rata basis post consolidation, after completion of the Acquisition ( Performance Rights Milestone 3 );

`(each referred to as a` Performance Rights Milestone `).`

(b) ( Notification to holder ): The Company shall notify the holder in writing when the relevant Milestones have been satisfied.
(c) ( Vesting ): The Performance Rights will vest on the date the Milestone relating to that Performance Right has been satisfied.
(d) ( Consideration ): The Performance Rights will be issued for no consideration.
(e) ( Conversion ): Upon vesting, each Performance Right will, at the election of the holder, convert into one fully paid ordinary share in the Company ( Share ).
(f) ( Trading restriction ): Any Share issued on conversion of a Performance Right within 12 months of the Company being reinstated to official quotation on the ASX after Settlement of the Acquisition ( Re-Listing Date ) cannot be traded until the date which is 12 months after the ReListing Date unless otherwise permitted by the Board and subject to any other escrow requirements imposed by ASX.
(g) ( Lapse ): Any Performance Right that has not vested within 3 years from the Settlement Date will automatically lapse.
(h) ( Share ranking ): All Shares issued upon the vesting of Performance Rights will upon issue rank pari passu in all respects with other Shares.
(i) ( Listing of shares on ASX ): The Company will not apply for quotation of the Performance Rights on ASX. However, the Company will apply for quotation of all Shares issued pursuant to the vesting of Performance Rights on ASX within the period required by ASX.
(j) ( Transfer of Performance Rights ): The Performance Rights are not transferable.
(k) ( Participation in Entitlements and Bonus Issues ): Subject always to the rights under item (m) (Reorganisation of Capital), Holders of Performance Rights will not be entitled to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.
(l) ( Adjustment for bonus issue ): If securities are issued pro-rata to shareholders generally by way of bonus issue (other than an issue in lieu of dividends by way of dividend reinvestment), the number of Performance Rights to which each holder is entitled will be increased by that number of securities which the holder would have been entitled if

the Performance Rights held by the holder were vested immediately
prior to the record date of the bonus issue, and in any event in a
manner consistent with the Corporations Act and the ASX Listing Rules at
the time of the bonus issue.

(m) ( Reorganisation of Capital ): In the event that the issued capital of the Company is reconstructed, all rights of a Holder will be changed to the extent necessary to comply with the ASX Listing Rules at the time of reorganisation provided that, subject to compliance with the ASX Listing Rules, following such reorganisation the economic and other rights of the holder are not diminished or terminated.
(n) ( Dividend and Voting Rights ): The Performance Rights do not confer on the holder an entitlement to vote or receive dividends.
(o) ( Change in Control ): Upon:

1. a takeover bid under Chapter 6 of the Corporations Act having been made in respect of the Company and:

  - `(A) having received acceptances for not less than 50.1% of the Company’s shares on issue; and`

  - `(B) having been declared unconditional by the bidder; or`

2. a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Company or its amalgamation with any other company or companies,

then, to the extent Performance Rights have not converted into Shares
due to satisfaction of a Milestone, Performance Rights will automatically
convert to that number of Shares which when issued together with all
Shares issued under any other class of Performance Rights then on issue
in the Company, is equal to the lesser of one Share per Performance
Right and 10% of the total Shares on issue at that time. Performance
Rights that are not converted into Shares will continue to be held by the
holder on the same terms and conditions.

13.7 Interests of Directors

Other than as set out in this Prospectus, no Director holds, or has held within the 2
years preceding lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;
(b) any property acquired or proposed to be acquired by the Company in connection with:
(i) its formation or promotion; or
(ii) the Offer; or
(c) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have
been given or agreed to be given to a Director:

(a) as an inducement to become, or to qualify as, a Director; or
(b) for services provided in connection with:

1. the formation or promotion of the Company; or

2. the Offer.

13.8 Interests of Experts and Advisers

Other than as set out below or elsewhere in this Prospectus, no:

(a) person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;
(b) promoter of the Company; or
(c) underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue,

holds, or has held within the 2 years preceding lodgement of this Prospectus with
the ASIC, any interest in:

(a) the formation or promotion of the Company;
(b) any property acquired or proposed to be acquired by the Company in connection with:

1. its formation or promotion; or

2. the Offer; or

(c) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have
been given or agreed to be given to any of these persons for services provided
in connection with:

(a) the formation or promotion of the Company; or
(b) the Offer.

Ernst & Young has acted as auditor of ACE. The Company expects that it will pay
Ernst & Young $40,000 (excluding GST) for these services.  During the 24 months
preceding lodgement of this Prospectus with the ASIC, Ernst & Young has not
received fees from the Company.

Abbott Audit Services Pty Ltd has acted as Investigating Accountant and auditor
of Investia and has prepared the Investigating Accountant’s Report which is
included in Section 10 of this Prospectus. The Company estimates it will pay
Abbott Audit Services Pty Ltd a total of $3,000 (excluding GST) for these services.
During the 24 months preceding lodgement of this Prospectus with the ASIC,
Abbott Audit Services Pty Ltd has not provided services to the Company.

Steinepreis Paganin has acted as the solicitors to Company in relation to the
Offer. The Company expects that it will pay Steinepreis Paganin $45,000
(excluding GST) for these services. Subsequently, fees will be charged in

accordance with normal charge out rates. During the 24 months preceding
lodgement of this Prospectus with the ASIC, Steinepreis Paganin has acted for
the Company and has received $15,000 in fees from the Company for legal
services provided to the Company.

Otsana Capital is acting as the lead manager to the Offer. The Company
expects that it will pay Otsana Capital up to $222,000 (excluding GST) for these
services. Subsequently, fees will be charged in accordance with normal charge
out rates. During the 24 months preceding lodgement of this Prospectus with the
ASIC, Otsana Capital has acted for the Company and has not received any
fees from the Company for services provided to the Company.

13.9 Consents

Each of the parties referred to in this Section 13.9:

(a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section;
(b) to the maximum extent permitted by law, expressly disclaim and take no 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; and
(c) did not authorise or cause the issue of all or any part of this Prospectus.

Ernst & Young has given its written consent to being named as auditor in this
Prospectus. Ernst & Young has not withdrawn its consent prior to lodgement of
this Prospectus with the ASIC.

Abbott Audit Services Pty Ltd has given its written consent to being named as
Investigating Accountant in this Prospectus and to the inclusion of the
Investigating Accountant’s Report in Section 10 of this Prospectus in the form
and context in which the information and report is included.  Abbott Audit
Services Pty Ltd has not withdrawn its consent prior to lodgement of this
Prospectus with the ASIC.

Steinepreis Paganin has given its written consent to being named as the solicitors
to the Company in this Prospectus. Steinepreis Paganin has not withdrawn its
consent prior to the lodgement of this Prospectus with the ASIC.

Otsana Capital has given its written consent to being named as the lead
managers to the Offer in this Prospectus. Otsana Capital has not withdrawn its
consent prior to the lodgement of this Prospectus with the ASIC.

13.10 Expenses of the Offer

The total expenses of the Offer (excluding GST) are estimated to be
approximately $315,020 and are expected to be applied towards the items set
out in the table below:

Item of Expenditure	$3,700,000 full subscription under Offer ($)
`ASIC fees`	`2,320`
`ASX fees1`	`40,200`
`Broker capital raising fees`	`222,000`
`Legal fees`	`45,000`
`Investigating Accountant’s Fees`	`3,000`
`Printing and Distribution`	`2,500`
TOTAL	`315,020`

13.11 ASX Waivers

The Company has obtained the following ASX waivers in relation to the Offers
and the Acquisition:

(a) a waiver of ASX Listing Rules 1.1 Condition 11 to allow existing Options, and the Options offered under this Prospectus, to have an exercise price of less than $0.20 each, and for the proposed Performance Rights to have a nil exercise price;
(b) a waiver from ASX Listing Rule 2.1 Condition 2 to allow Shares under the Offer to have an issue price of $0.02 each; and
(c) a waiver of ASX Listing Rule 7.3.2 to allow the Deferred Consideration Shares to be issued up to between 18 and 24 months after the Company is readmitted to quotation on the ASX.

13.12 Continuous disclosure obligations

As the Company is admitted to ASX’s Official List, the Company is a “disclosing
entity” (as defined in Section 111AC of the Corporations Act) and, as such, will
be 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.

Price sensitive information is publicly released through ASX before it is disclosed
to shareholders and market participants. Distribution of other information to
shareholders and market participants is also managed through disclosure to the
ASX. In addition, the Company posts this information on its website after the ASX
confirms an announcement has been made, with the aim of making the
information readily accessible to the widest audience.

13.13 Electronic Prospectus

If you have received this Prospectus as an electronic Prospectus, please ensure
that you have received the entire Prospectus accompanied by the Application
Form and fully read those documents. If you have not, please contact the
Company and the Company will send you, for free, either a hard copy or a
further electronic copy of this Prospectus or both. Alternatively, you may obtain
a copy of this Prospectus from the website of the Company at
http://www.ookami.com.au.

The Corporations Act prohibits any person from passing on to another person the Application Form unless it is attached to or accompanies a hard copy of the Prospectus or a complete and unaltered electronic copy of this Prospectus. The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

13.14 Governing law

The Offer and the contracts formed on return of an Application Form are governed by the laws applicable in Western Australia, Australia. Each person who applies for Shares pursuant to this Prospectus submits to the non-exclusive jurisdiction of the courts of Western Australia, Australia, and the relevant appellate courts.

14. DIRECTORS’ AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC.

==> picture [108 x 87] intentionally omitted <==

Faldi Ismail Non-executive Chairman For and on behalf of

ADVANCED ENGINE COMPONENTS LIMITED

120

15. GLOSSARY

Where the following terms are used in this Prospectus they have the following
meanings:

$ `means an Australian dollar.`

ACE or the Company means Advanced Engine Components Ltd (ACN 009 081 770).

Acquisition mean the acquisition of the issued capital of Investia in accordance with the Acquisition Agreement.

Acquisition Agreement means the binding Heads of Agreement between the Company and the Investia Shareholders for the acquisition of 100% of the issued capital of Investia by the Company.

AFSL means Australian Financial Services Licence.

Application Form means an application form attached to or accompanying this Prospectus relating to the Offer.

ASIC means Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it as the context requires.

ASX Listing Rules or Listing Rules means the official listing rules of ASX.

Board means the board of Directors as constituted from time to time.

Business or Investia Business means Investia’s business of developing and operating the Investia Platform.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Closing Date means the closing date of the Offer as set out in the indicative timetable in Section 2 of this Prospectus (subject to the Company reserving the right to extend the Closing Date or close the Offer early).

Company or ACE means Advanced Engine Components Ltd (ACN 009 081 770).

Conditions has the meaning set out in section 6.5 of this Prospectus.

Consideration Securities means the Consideration Shares and the Consideration Options.

Consideration Shares means the Initial Consideration Shares, the Milestone 1 Consideration Shares and the Milestone 2 Consideration Shares, together.

Constitution means the constitution of the Company.

Conversion Offer means the offer, under this Prospectus, as set out in Section 6.3, of 15,000,000 Shares to Convertible Loan Holders at a deemed issue price of $0.02 per Share in satisfaction of funds drawn down under the Convertible Loan Agreements.

Convertible Loan Agreements means the convertible loan agreements entered into between the Convertible Loan Holders and the Company on or about dated 22 September 2015.

Convertible Loan Holders means the lenders under the Convertible Loan Agreements.

Corporations Act means the Corporations Act 2001 (Cth).

Deferred Consideration Shares means the Milestone 1 Consideration Shares and the Milestone 2 Consideration Shares.

Directors means the directors of the Company at the date of this Prospectus.

DOCA means the deed of company arrangement (as varied) dated 20 March 2015.

Essential Resolutions means those Shareholder resolutions referred to in Section 5.6 of this Prospectus to be considered at the General Meeting, as described in further details in the Notice of Meeting.

General Meeting means the meeting of Shareholders to be held on 24 December 2015.

Fintech means financial technology.

Initial Consideration Options means 17,500,000 Options to be issued to the Investia Shareholders (or their nominees) pursuant to the Acquisition Agreement.

Initial Consideration Shares means 17,500,000 Shares to be issued to the Investia Shareholders (or their nominees) as initial consideration pursuant to the Acquisition Agreement.

Investia means Investia Technologies Pty Ltd (ACN 140 980 703).

Investia IP means the intellectual property of Investia, or its subsidiaries, (including without limitation, any business names or trademarks, patent or patent applications, registered designs, unregistered designs, copyright, confidential information, know-how and source code).

Investia Platform means the on-line platform developed and operated by Investia for the distribution of financial products.

Investia Shares means 100% of the issued capital in Investia, being 850 fully paid ordinary shares.

Investia Shareholders or Vendors means the shareholders of Investia, as set out in Section 7.13.

Milestone 1 means Investia achieving registration of 25,000 users on the Investia Platform within 18 months of the Company being re-quoted on the ASX.

Milestone 1 Consideration Shares means 15,000,000 Shares to be issued to the Investia Shareholders (or their nominees) pursuant to the Acquisition Agreement, on the satisfaction of Milestone 1.

Milestone 2 means Investia achieving total revenue of $750,000 within 24 months of the Company being re-quoted on the ASX.

Milestone 2 Consideration Shares means 17,500,000 Shares to be issued to the Investia Shareholders (or their nominees) pursuant to the Acquisition Agreement, on the satisfaction of Milestone 2.

Notice of Meeting means the notice of general meeting and explanatory statement of the Company released on ASX on 24 November 2015 in relation to the General Meeting.

Offer means the offer under this Prospectus, as set out in Section 6.1, of 185,000,000 Shares at an issue price of $0.02 per Share to raise $3,700,000 before costs.

Offers means the Offer, the Option Offer and the Conversion Offer.

Official List means the official list of ASX.

Official Quotation means official quotation by ASX in accordance with the ASX Listing Rules.

Option means an option to acquire a Share.

Option Offer means the offer, under this Prospectus, as set out in Section 6.2, of 25,000,000 unlisted Options (exercisable at $0.03, expiring 3 years from issue) to brokers and corporate advisers in consideration for capital raising services provided to the Company.

Optionholder means a holder of an Option.

Otsana Capital means Otsana Pty Ltd, trading as Otsana Capital.

Performance Rights means any one of an A Class Performance Right, B Class Performance Right or C Class Performance Right issued on the terms set out in Section 13.5 and 13.6.

Plan means the Company’s Performance Rights Plan, a summary of which is set out in Section 13.5.

Prospectus means this prospectus.

SaaS means software as a service.

Section means a section of this Prospectus.

Security means a security issued or to be issued in the capital of the Company, including a Share or an Option.

Settlement means settlement of the Acquisition in accordance with the terms of the Acquisition Agreement.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of Shares.

WST means Western Standard Time as observed in Perth, Western Australia.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

ADVANCED ENGINE COMPONENTS LIMITED (TO BE RENAMED “OOKAMI LIMITED”) ACN 009 081 770

APPLICATION FORM

This is an Application Form for Shares in Advanced Engine Components Limited (Company) under the terms set out in the Prospectus dated 23 November 2015. This Application Form and your cheque must be received by the registry, Automic Registry Services, by the Closing Date.

The Prospectus contains important information relevant to your decision to invest and you should read the entire Prospectus before applying for Shares. If you are in doubt as to how to deal with this Application Form, please contact your accountant, lawyer, stockbroker or other professional adviser.

1 Number of Shares you are applying for 2 Total amount payable (multiply box 1 by $0.02 per share) A$ , , , , .

Applications must be for a minimum of 100,000 shares ($2,000) and thereafter in multiples of 25,000 shares ($500).

3 Write the name(s) you wish to register the shares in (see reverse for instructions) Name of Applicant 1

Name of Applicant 2 or

Name of Applicant 3 or

4 Write your postal address here – to be registered against your holding Number/Street



Suburb/Town	State	Postcode

5 CHESS Participants only– Holder Identification Number (HIN) *Note:*if the name and address details in sections 3 & 4 above do not X match exactly with your registration details held at CHESS, any Shares issued as a result of your Application will be held on the Issuer Sponsored subregister.
X

6 Email Address ( see reverse of form – this is for all communications legally permissible and despatched by the Company )

7 TFN/ABN/Exemption Code Applicant 1	Applicant #2 Applicant #3 If NOT an individual TFN/ABN, please note the type in the box C = Company; P = Partnership; T = Trust; S = Super Fund	Applicant #3	Applicant #3	Applicant #3	Applicant #3	Applicant #3	Applicant #3	Applicant #3	Applicant #3	Applicant #3

8 PLEASE INSERT CHEQUE DETAILS

Cheques must be drawn on an Australian branch of a financial institutional in Australian currency, made payable to Advanced Engine Components Limited – Share Application Account crossed “Not Negotiable” and forwarded to Automic Registry Services to arrive no later than the Closing Date.

Cheque Number BSB Account Number -

9 CONTACT DETAILS

Please use details where we can contact you between the hours of 9:00am (WST) and 5:00pm (WST) should we need to speak to you about your application.

Telephone Number Contact Name (PRINT) ( )

Privacy Clause : Automic Pty Ltd (ACN 152 260 814) trading as Automic Registry Services (Automic) advises that Chapter 2C of the Corporation Act 2001 requires information about you as a securityholder (including your name, address and details of the securities you hold) to be included in the public register of the entity in which you hold securities. Primarily, your personal information is used in order to provide a service to you. We may also disclose the information that is related to the primary purpose and it is reasonable for you to expect the information to be disclosed. You have a right to access your personal information, subject to certain exceptions allowed by law and we ask that you provide your request for access in writing (for security reasons). Our privacy policy is available on our website – www.automic.com.au

INSTRUCTIONS FOR COMPLETION OF THIS APPLICATION FORM

YOU SHOULD READ THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS APPLICATION FORM

Please complete all relevant sections of this Application Form using BLOCK LETTERS

The below instructions are cross-referenced to each section of the Application Form.

1 Number of Shares

Insert the number of Shares you wish to apply for in section 1. Your application must be for a minimum of 100,000 Shares ($2,000) and in multiples of 25,000 Shares ($500) thereafter.

2 Payment Amount

Enter into section 2 the total amount payable. Multiply the number of Shares applied for by $0.02 – the application price per Share.

3 Name(s) in which the Shares are to be registered

Note that ONLY legal entities can hold Shares. The application must be in the name of a natural person(s), companies or other legal entities acceptable by the Company. At least one full given name and surname is required for each natural person.

CORRECT FORMS OF REGISTRABLE TITLE

Type of Investor	Correct Form of Registration	Incorrect Form of Registration
Trusts	Mr John Richard Sample	John Sample Family Trust
Superannuation Funds	Mr John Sample & Mrs Anne Sample	John & Anne Superannuation Fund
Partnerships	Mr John Sample & Mr Richard Sample	John Sample & Son
Clubs/Unincorporated Bodies	Mr John Sample < Food HelpClub A/C>	Food Help Club
Deceased Estates	Mr John Sample	Anne Sample (Deceased)

4 Postal Address

Enter into section 4 the postal address to be used for all written correspondence. Only one address can be recorded against a holding. With exception to annual reports, all communications to you from the Company will be mailed to the person(s) and address shown. Annual reports will be made available online when they are released. Should you wish to receive a hard copy of the annual report you must notify the Share Registry. You can notify any change to your communication preferences by visiting the registry website – www.automic.com.au

5 CHESS Holders

If you are sponsored by a stockbroker or other participant and you wish to have your allocation directed into your HIN, please complete the details in section 5.

6 Email Address

As permitted under the Corporations Act, Advanced Engine Components Limited will only be forwarding printed annual reports to shareholders electing to receive one. Our company annual report and company information will be available at www.ookami.com.au. You may elect to receive all communications despatched by Advanced Engine Components Limited electronically (where legally permissible) such as a notice of meeting, proxy form and annual report via email.

7 TFN/ABN/Exemption

If you wish to have your Tax File Number, ABN or Exemption registered against your holding, please enter the details in section 7. Collection of TFN’s is authorised by taxation laws but quotation is not compulsory and it will not affect your Application Form.

8 Cheque Details

Cheques must be drawn on an Australian branch of a financial institutional in Australian currency, made payable to Advanced Engine Components Limited – Share Application Account and crossed “Not Negotiable”. Please complete the relevant details in section 8.

9 Contact Details Please enter contact details where we may reach you between the hours of 9:00am and 5:00pm should we need to speak to you about your application.

HOW TO LODGE YOUR APPLICATION FORM

Mail or deliver your completed Application Form with your cheque to the following address.

Mailing Address Hand Delivery ( Please do not use this address for mailing purposes ) Advanced Engine Components Limited Advanced Engine Components Limited C/- Automic Registry Services C/- Automic Registry Services PO Box 223 Level 1, 7 Ventnor Avenue West Perth WA 6872 West Perth WA 6005

AI assistant

FIRST LITHIUM LIMITED — Capital/Financing Update 2015

64921_rns_2015-11-22_a2fd5442-8efe-409b-8cfb-6d1b523ce17e.pdf

ADVANCED ENGINE COMPONENTS LIMITED (TO BE RENAMED “ O OKAMI LIMITED”) ACN 009 081 770

PROSPECTUS

IMPORTANT INFORMATION

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1. CORPORATE DIRECTORY

Directors

Registered Offices

Investigating Accountant

Company Secretary

Current ASX Code

Auditor

Proposed ASX Code

Lead Manager

Solicitors to the Company

Share Registry[* ]

2. CHAIRMAN’S LETTER

Faldi Ismail Non-executive Chairman

3. KEY OFFER INFORMATION

3.1 Indicative Timetable*

3.2 Key Offer Statistics

4. INVESTMENT OVERVIEW

(a) Delisting from ASX

(b) Reinstatement to the official list of ASX

(c)

Limited trading history

(e) Protection of intellectual property rights

Summary

(f) Competition and new technologies

Summary

Faults with products/services

Future capital needs

5. TRANSACTION OVERVIEW

5.1 The Company

5.2 The Acquisition

5.3 Key investment highlights

5.4 About Investia

5.5 Suspension and Re-admission to ASX

5.6 Shareholder Approval of Essential Resolutions

(each, an Essential Resolution ).

5.7 Change of Name

6. DETAILS OF THE OFFERS

6.1 The Offer

(a) Minimum subscription

(b) Underwriting

(c) Minimum application amount

(d) Eligible participants

(e) Quotation and trading

6.2 Option Offer

6.3 Conversion Offer

6.4 Cleansing Offer

6.5 Conditions of the Offers

6.6 Purpose of the Offers

6.7 Use of Funds

Notes:

6.8 Taxation

6.9 Applications

6.10 Issue of Shares and Allocation Policy under Offer

(a) General

(b) Offer

(d) Interest

6.11 ASX listing

6.12 Clearing House Electronic Sub-Register System and Issuer Sponsorship

6.13 General

6.14 Enquiries

7. COMPANY AND INVESTIA OVERVIEW

FIRST LITHIUM LIMITED Capital/Financing Update 2015

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`(a)` Delisting from ASX

`(b)` Reinstatement to the official list of ASX

`(c)`

`(e)` Protection of intellectual property rights

`(f)` Competition and new technologies

`(each, an` Essential Resolution `).`

`(a)` Minimum subscription

`(b)` Underwriting

`(c)` Minimum application amount

`(d)` Eligible participants

`(e)` Quotation and trading

`(a)` General

`(b)` Offer

`(d)` Interest

`(a)` History of Investia

`(b)` Corporate structure post Transaction

`(c)` Overview o f the Investia Platform

`(d)` Investia Services

`(e)` Why create Investia?

`(f)` IP protectio n over the Business

`(g)` Investia for A FSL holders – The ‘White Label’ Solution

`(a)` Financial technology and services market

`(b)` Competitive market

`(a)` Historical financial information

`(b)` Forecast

`(a)` Delisting from ASX

`(b)` Reinstatement to the official list of ASX

`(c)` Counterparty and contractual Risk

`(a)` Limited trading history

`(b)` Sales and marketing success

`(c)`

`(d)` Competition and new technologies

`(e)` Reliance on key personnel

`(f)`

`(g)` Faults with products/services

`(h)`

`(i)`

`(j)`

`(k)` Attracting customers to the website

`(l)` Client service risk

`(m)`

`(n)` Future capital needs

`(a)` Unforeseen expenditure risk

`(b)` Taxation

`(c)` Management of growth

`(d)` Regulatory risk

`(e)` Insurance risk

`(f)` Litigation risk

`(g)` Loss of key customers

`(h)` Market conditions