FIRST LITHIUM LIMITED - Proxy Solicitation & Information Statement 2015

ADVANCED ENGINE COMPONENTS LTD (TO BE RENAMED “OOKAMI LIMITED”) ACN 009 081 770 NOTICE OF GENERAL MEETING

TIME : 10:00 am (WST) DATE : 24 December 2015 PLACE : 108 Outram Street, West Perth WA 6005

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9486 7244

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	10
Glossary	48
Schedule 1 – Pro Forma Statement of Financial Position	51
Schedule 2 – Terms and Conditions of Options	53
Schedule 3 – Shareholders of Investia	55
Schedule 4 – Summary of Performance Rights Plan	56
Schedule 5 – Recipients of Performance Rights	59
Schedule 6 – Terms of Performance Rights	60
Proxy Form	62

IMPORTANT INFORMATIO N

TIME AND PLACE OF MEETING

Notice is given that the General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10:00 am (WST) on 24 December 2015 at:

108 Outram Street, West Perth WA 6005

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 4.00pm (WST) on 22 December 2015.

VOTING IN PERSON

To vote in person, attend the General Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return it by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

each Shareholder has a right to appoint a proxy;

the proxy need not be a member of the Company; and
a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and
if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
the appointed proxy is not the chair of the meeting; and
at the meeting, a poll is duly demanded on the resolution; and
either of the following applies:
the proxy is not recorded as attending the meeting;
the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – CHANGE TO NATURE AND SCALE OF ACTIVITIES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, subject to and conditional upon the passing of all Essential Resolutions, for the purpose of ASX Listing Rule 11.1.2 and for all other purposes, approval is given for the Company:

(a) to make a significant change in the nature and scale of its activities as described in the Explanatory Statement;
(b) to issue Shares at an issue price or conversion price of not less than $0.02 per Share;
(c) to issue the Initial Consideration Options and the Broker Options upon Settlement at an exercise price of not less than $0.03 per Option; and
(d) to issue the Performance Rights in accordance with the Performance Rights Plan with a nil exercise price.”

Short Explanation: The Company has entered into a binding heads of agreement with Investia Technologies Pty Ltd (ACN 140 980 703) ( Investia ) and its existing shareholders, pursuant to which the Company proposes to acquire 100% of the issued capital of Investia ( Acquisition ). If successful, the Acquisition will result in the Company changing the nature and scale of its activities. ASX Listing Rule 11.1.2 requires the Company to seek Shareholder approval where it proposes to make a significant change to the nature and scale of its activities. ASX has also advised the Company that it will be required to recomply with the requirements of Chapters 1 and 2 of the ASX Listing Rules in accordance with ASX Listing Rule 11.1.3. Please refer to the Explanatory Statement for details.

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. RESOLUTION 2 – ISSUE OF SECURITIES – INVESTIA SHAREHOLDERS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

(a) 17,500,000 Initial Consideration Shares to the Investia Shareholders (or their nominees);
(b) 17,500,000 Initial Consideration Options to the Investia Shareholders (or their nominees);

(c) 15,000,000 Milestone 1 Consideration Shares to the Investia Shareholders (or their nominees) on the satisfaction of Milestone 1; and
(d) 17,500,000 Milestone 2 Consideration Shares to the Investia Shareholders (or their nominees) on the satisfaction of Milestone 2,

on the terms and conditions set out in the Explanatory Statement.”

Short Explanation : As part of the terms of the Acquisition, the Company has agreed, subject to, amongst other terms and conditions, Shareholder approval, issue the Shares and Options the subject of this Resolution to the Investia Shareholders (or their nominees). The Company seeks Shareholder approval for the issue of the Shares and Options in accordance with ASX Listing Rule 7.1.

Voting Exclusion : The Company will disregard any votes cast on this Resolution by the Investia Shareholders or their nominees and any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3. RESOLUTION 3 – ISSUE OF SHARES – CAPITAL RAISING

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, subject to and conditional upon the passing of all Essential Resolutions, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 185,000,000 Shares at an issue price of $0.02 per Share to raise up to $3,700,000 (before costs) on the terms and conditions set out in the Explanatory Statement.”

Short Explanation : The Company proposes to conduct the Capital Raising to raise funds to progress the Investia Business. The Company must issue a Prospectus in order to satisfy the requirements of Chapters 1 and 2 of the ASX Listing Rules and as a condition of the Company’s securities recommencing trading on the ASX following the Acquisition. Please refer to the Explanatory Statement for details.

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

4. RESOLUTION 4 – ISSUE OF SHARES – CONVERSION OF CONVERTIBLE LOANS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 14,000,000 Shares upon conversion of the Convertible Loan Agreements to the Convertible Loan Holders (or their nominees) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any Convertible Loan Holders and person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. RESOLUTION 5 – ISSUE OF SHARES – CONVERSION OF RELATED PARTY CONVERTIBLE LOANS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 1,000,000 Shares to Davinch Pty Ltd (or its nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by Davinch Pty Ltd (and its nominee), Mr Chris Ntoumenopoulos (and his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

6. RESOLUTION 6 – ISSUE OF BROKER OPTIONS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, subject to and conditional upon the passing of the Essential Resolutions, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 25,000,000 Broker Options on the terms and conditions set out in the Explanatory Statement.”

7. RESOLUTION 7 – ISSUE OF OPTIONS TO RELATED PARTY

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 5,000,000 Broker Options to Otsana Pty Ltd (or its nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution by Otsana Pty Ltd (and its nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled

to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

8. RESOLUTION 8 – RE-ELECTION OF DIRECTOR – PETER WALL

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of clause 8.1 of the Constitution and for all purposes, Peter Wall, who was appointed as an additional Director on 27 October 2015, retires, and being eligible, is re-elected as a Director.”

9. RESOLUTION 9 – RE-ELECTION OF DIRECTOR – CHRIS NTOUMENOPOULOS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of clause 8.1 of the Constitution and for all purposes, Chris Ntoumenopoulos, who was appointed as an additional Director on 27 October 2015, retires, and being eligible, is re-elected as a Director.”

10. RESOLUTION 10 – CHANGE OF COMPANY NAME

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of section 157(1)(a) and for all other purposes, approval is given for the name of the Company to be changed to “Ookami Limited”, with effect from the date ASIC alters the details of the Company’s registration .”

11. RESOLUTION 11 – ADOPTION OF PERFORMANCE RIGHTS PLAN

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of ASX Listing Rule 7.2 (Exception 9(b)) and for all other purposes, approval is given for the Company to adopt the Plan and for the issue of securities under the Plan, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any Director or employee, other than any Directors or employees who are ineligible to participate in any employee incentive scheme in relation to the Company, and any associates of those Directors or employees. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(c) the proxy is the Chair; and
(d) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

12. RESOLUTION 12 – ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTIES

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, subject to the passing of all Essential Resolutions, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue up to 36,000,000 Performance Rights on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any Director, other than any Directors who are ineligible to participate in any employee incentive scheme in relation to the Company, and any associates of those Directors. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(d) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

13. RESOLUTION 13 – ISSUE OF SHARES TO RELATED PARTY – FALDI ISMAIL

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of section 195(4) of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 10,000,000 Shares to Mr Faldi Ismail (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution by Mr Faldi Ismail (and his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

14. RESOLUTION 14 – ISSUE OF SHARES TO RELATED PARTY – BRENDAN DE KAUWE

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of section 195(4) of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 10,000,000 Shares to Mr Brendan de Kauwe (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution by Mr Brendan de Kauwe (and his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

15. RESOLUTION 15 – ISSUE OF SHARES TO RELATED PARTY – PETER WALL

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of section 195(4) of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 10,000,000 Shares to Mr Peter Wall (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution by Mr Peter Wall (and his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

16. RESOLUTION 16 – ISSUE OF SHARES TO RELATED PARTY – CHRIS NTOUMENOPOULOS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of section 195(4) of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 10,000,000 Shares to Mr Chris Ntoumenopoulos (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution by Mr Chris Ntoumenopoulos (and his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

17. RESOLUTION 17 – REPLACEMENT OF CONSTITUTION

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution :

“That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to repeal its existing Constitution and adopt a new Constitution in its place in the form as signed by the Chairman of the Meeting for identification purposes.”

18. OTHER BUSINESS

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

DATED: 20 NOVEMBER 2015

BY ORDER OF THE BOARD

==> picture [100 x 31] intentionally omitted <==

SHANNON COATES COMPANY SECRETARY ADVANCED ENGINE COMPONENTS LTD

EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

Resolutions 1 to 7 (inclusive) and 10 to 12 (inclusive) are in respect of the Acquisition and are inter-conditional on all of those Resolutions being approved. If any of Resolutions 1 to 7 (inclusive) and 10 to 12 (inclusive) are not passed, then all of Resolutions 1 to 7 (inclusive) and 10 to 12 (inclusive) will be taken to have been rejected by Shareholders.

For the avoidance of doubt the Resolutions 1 to 7 (inclusive) and 10 to 12 (inclusive) are referred to as Essential Resolutions throughout this Notice.

Resolutions 8 and 9 (inclusive) and 13 to 16 (inclusive) are conditional on all of the Essential Resolutions being approved.

1. BACKGROUND TO PROPOSED ACQUISITION OF INVESTIA

1.1 Existing Activities of Advanced Engine Components Ltd

Advanced Engine Components Ltd ( ACE or the Company ) is a 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.

The Company, which has been suspended from trading on the ASX since April 2011, appointed voluntary administrators on 29 August 2014. As at 30 June 2015, the Company had no material assets but substantial liabilities (see Schedule 1).

The Company subsequently entered into a recapitalisation proposal with Otsana Capital and executed a Deed of Company Arrangement ( DOCA ) under which the Company agreed to make a $200,000 payment to a creditors’ trust in satisfaction of all pre-administration liability claims ( Creditor Payment ). The Company borrowed $300,000 to fund this payment, and its working capital, under the Convertible Loan Agreements.

On 23 September 2015, the Company made the Creditor Payment to the creditors’ trust and the DOCA was fully effectuated, resulting in the discharge of all of Company’s pre-administration liabilities and leaving the Company as essentially a shell with no material liabilities other than $300,000 owed under the Convertible Loan Agreements and no material assets other than approximately $100,000 cash in bank.

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.

1.2 Change in the Nature and Scale of Activities

As announced on 5 October 2015, the Company entered into a binding Heads of Agreement with Investia Technologies Pty Ltd, 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 ).

Investia is engaged in the development and operation of an on-line platform ( Investia Platform ) for the distribution of financial products ( Business ) and is the legal and beneficial owner of all of the intellectual property rights and licences relating to the Investia Platform ( Investia IP ). As this is not in the same business as the existing business operations of ACE, Resolution 1 seeks approval from Shareholders for a change in the nature and scale of the activities of the Company, pursuant to ASX Listing Rule 11.1.2.

Following Settlement of the Acquisition the Company intends to focus on the development and commercialisation of the Investia Business as well as assess further complementary acquisitions.

The Company proposes to, subject to Shareholders’ approval of the Essential Resolutions and the terms of the Acquisition Agreement, including satisfaction or waiver of the conditions precedent summarised in Section 1.4(a) below:

(a) proceed to Settlement of the Acquisition Agreement by which the Company will issue:
(i) 17,500,000 Shares to the Investia Shareholders (or their nominees) as initial consideration ( Initial Consideration Shares );
(ii) 17,500,000 Options to the Investia Shareholders (or their nominees) as initial consideration ( Initial Consideration Options );
(iii) 15,000,000 Shares to the Investia Shareholders (or their nominees) on 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 ); and
(iv) 17,500,000 Shares to the Investia Shareholders (or their nominees) on Investia achieving total revenue of $750,000 within 24 months of the Company being re-quoted on the ASX ( Milestone 2 Consideration Shares ),

in the amounts set out in Schedule 3.

(b) raise a maximum of $3,700,000 via a prospectus offer ( Prospectus ) by the offer of 185,000,000 Shares at an issue price of $0.02 ( Capital Raising ) (Resolution 3);
(c) issue up to 15,000,000 Shares (at a deemed issue price of $0.02) to the Convertible Loan Holders (or their nominees) upon conversion of $300,000 loaned to the Company pursuant to the Convertible Loan Agreements, with up to 1,000,000 of these Shares to be issued to Davinch Pty Ltd (or its nominee), an entity controlled by Director Chris Ntoumenopoulos (Resolutions 4 and 5);
(d) issue up to 25,000,000 Options in consideration for capital raising services provided by corporate advisors and brokers (Resolution 6) with up to 5,000,000 of these Options being provided to Otsana (or its nominees) for capital raising services (Resolution 7);
(e) re-elect Messrs Peter Wall and Chris Ntoumenopoulos to the Board (Resolutions 8 and 9);

(f) change the Company’s name to “Ookami Limited” with effect from when ASIC alters the details of the Company’s registration (Resolution 10);
(g) establish the Plan (Resolution 11) and issue up to 36,000,000 Performance Rights pursuant to the Plan (Resolution 12);
(h) participation in the Capital Raising for the issue of up to 10,000,000 Shares to each Director (Resolutions 13 to 16); and
(i) adopt a new Constitution (Resolution 17).

Other information considered material to the Shareholders’ decision on whether to pass Resolution 1 (and the other resolutions) is set out in this Explanatory Statement, and Shareholders are advised to read this information carefully.

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 unless ASX grants an extension.

If it appears that the Company will still be suspended at 1 January 2016, 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. If this extension is required, but not granted, the Company will be delisted from ASX on 1 January 2016.

1.3 About ACE (to be renamed Ookami)

(a) About ACE

The Company entered into a recapitalisation proposal with Otsana Capital on 29 August 2014 which resulted in all the outstanding debts of the Company being compromised via the DOCA and was resolved and effectuated by the creditors of the Company on 23 September 2014.

Successful completion and execution of all terms under the DOCA was announced to the market on that date.

It is proposed under this Notice that ACE will be renamed Ookami Limited (proposed ASX code: OOK) ( Ookami ), as it commences its next stage of operations.

Subject to Shareholder approval, the Company intends to operate in the technology and software development sector, with its first proposed acquisition being Investia. The Company plans to further expand its intellectual property portfolio in technology solutions, with a particular focus on financial services software, application software, communication software, software as a service ( SaaS ), online social networking services.

Subject to approval of the Essential Resolutions at the General Meeting, the Company will execute a transformational transaction to acquire 100% of the issued capital in Investia.

(b) Background on Investia

Investia is an Australian private company which holds intellectual property assets pertaining to a financial services software application known as the Investia Platform.

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 Investia Platform combines an all in one solution, including data collection, client management, offer generation and auditing systems. Further intuitive features include the creation and marketing of public and private offer documents, encrypted storage of client information, share registry submission and many others.

Investia has developed and will bring to the Company a strong Board and management team with specialised expertise and a proven track record in technology and business development.

(c)

Background to the Investia Platform

Investia’s team identified the inefficiencies and cost burdens in the existing methods and set out to:

(i) create the premier online and mobile solution for AFSL holders;
(ii) 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;
(iii) expose the wider clientele to the opportunities in investing at a level that they would not generally be able to participate in;
(iv) allow AFSL holders to benefit from a simple and effective platform to market and manage all back end processes in a placement;
(v) develop the most cost effective system to manage the capital raising process;
(vi) generate maximum profit and efficiency via an automated platform; and
(vii) exponentially grow Investia’s reputation and client database on the back of successful placements.

==> picture [419 x 727] intentionally omitted <==

Figure 1. Investia online example application form

(d) The Future of Investia

Investia plans to further expand the Investia Platform’s services and functionality to allow collaboration and/or joint venture arrangements with third party financial and other service providers.

The Board and management will assess the most appropriate time to roll out additional platform modules which may include; public unlisted trading platform and associated services, social communities, forums and analytics and reporting.

(e)

Business Model

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, via 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 the Company’s branding and presence to its clients via the Investia Platform and mobile application.

There are currently 5,101 AFSL licensees as of FY2014 and 3,391 AFSL authorised to provide personal advice in Australia, which may benefit from the Investia Platform and services (Source: ASIC Annual Report 2013-2014).

The Investia Platform also takes advantage of multiple revenue streams through capital raising fees, transaction fees, AFSL annual subscriptions and advertising.

==> picture [504 x 249] intentionally omitted <==

Figure 2. Diagrammatic representation of Investia ecosystem.

1.4 Material Agreements to the Acquisition

(a) Acquisition Agreement

In accordance with the terms of the Acquisition Agreement, the Company will acquire the Investia Shares as set out below conditional upon Settlement occurring in accordance with the Acquisition Agreement.

The key terms of the Acquisition Agreement are as follows:

(i) Acquisition

The Company has agreed to acquire the Investia Shares held by each of the Investia Shareholders for the consideration set out in section 1.4(a)(iii) below.

(ii)

Conditions Precedent

Completion of the Acquisition is subject to the satisfaction or waiver by the parties of the following outstanding conditions:

(A) 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;
(B) 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:
(I) conditional approval to reinstate ACE to official quotation on ASX;
(II) obtaining a waiver to permit ACE to issue Shares at not less than two cents each and Options with an exercise price of not less than two cents each; and
(III) obtaining a waiver for the deferred issue of the Milestone 1 Consideration Shares and the Milestone 2 Consideration Shares more than three months after the Meeting on satisfaction of the relevant Milestones;
(C) ACE completing a raising of not less than $3,400,000 via the issue of Shares at not less than two cents each; and
(D) 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.

(iii)

Consideration

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

(A) 17,500,000 Initial Consideration Shares;
(B) 17,500,000 Initial Consideration Options;
(C) 15,000,000 Milestone 1 Consideration Shares; and
(D) 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, as set out in Schedule 3.

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 the Prospectus is lodged with ASX for the raising of capital to be approved in accordance with this Notice.

Approval for the issue of the Consideration Shares and Initial Consideration Options is the subject of Resolution 2.

(iv) 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 Schedule 6 to Directors of the Company.

Approval for the establishment of the Plan and the issue of up to 36,000,000 Performance Rights pursuant to the Plan is the subject of Resolutions 10 and 11.

(v)

Board of Directors

In accordance with the terms of the Acquisition Agreement the Company has appointed the following directors to the Board:

Mr Peter Wall – Non Executive Director; and

Mr Chris Ntoumenopoulos – Non Executive Director.

Approval for the re-election of the Directors is the subject of Resolutions 7 and 8.

1.5 Capital Raising, Convertible Loan Shares, Options and Performance Rights issue at less than $0.20

As part of the Acquisition and Capital Raising, the Company intends to issue Shares at an issue price of less than $0.20 each, and Options with exercise prices of less than $0.20 each.

ASX has granted the Company a waiver from:

(a) ASX Listing Rule 2.1 condition 2 to the extent necessary for the issue price of the Shares the subject of Resolution 3 not to be at least 20 cents; and
(b) ASX Listing Rule 2.1 condition 2 to the extent necessary for the issue of the Shares the subject of Resolutions 4 and 5 at a conversion price of 2 cents per Share; and
(c) ASX Listing Rule 1.1 condition 11 to the extent necessary for the exercise price of the Options the subject of Resolutions 2 and 6 not to be at least 20 cents; and
(d) ASX Listing Rule 1.1 condition 11 to the extent necessary for the Performance Rights the subject of Resolutions 10 and 11 to have a nil exercise price.

Please refer to Section 2.3 for further details on the “20 cent rule” ASX’s policy in relation to the application of the “20 cent rule” to re-compliance listings.

1.6 Pro forma statement of financial position

A pro forma statement of financial position of the Company following completion of the Acquisition contemplated by this Notice of Meeting is set out in Schedule 1.

1.7 Pro forma capital structure

The pro forma capital structure of the Company following completion of the Acquisition and the Capital Raising is set out below:

Securities	Shares	Options	Performance Rights
Existing issued securities	35,092,2891	25,000,0002	-
Initial Consideration Shares (Resolution 2)	17,500,000	-	-
Initial Consideration Options (Resolution 2)	-	17,500,0003	-
Capital Raising (Resolution 3)	185,000,000	-	-
Convertible Loan Conversion (Resolutions 4 and 5)	15,000,000	-	-
Broker Options (Resolutions 6 and 7)	-	25,000,0003
Performance Rights	-	-	36,000,0004

(Resolutions 11 and 12)
SUBTOTAL ON RELISTING	252,592,289	67,500,000	36,000,000
Milestone 1 Consideration Shares (Resolution 2)	15,000,0005	-	-
Milestone 2 Consideration Shares (Resolution 2)	17,500,0006	-	-
TOTAL SECURITIES POST SETTLEMENT	285,092,289	67,500,000	36,000,000

Notes

Assumes no further securities are issued prior to completion of the Acquisition, other than as set out in the table.
Unlisted options exercisable at $0.02 on or before 4 September 2019.
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 Schedule 2.
Refer to Schedule 6 for the terms and conditions of the Performance Rights.
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.
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.

1.8 Proposed Budget

The Company has current cash reserves of approximately $100,000 as at the date of this Notice of Meeting.

The Company intends to apply the current cash reserves as follows over the next 24 months, when combined with the proposed Capital Raising funds, which when aggregated with existing cash reserves respectively would give a total of approximately $3,800,000 funds available:

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 & 3rdParty 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
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

Please note the Board reserves the discretion to modify the use of funds raised from the proposed Capital Raising and the table above.

The above table is a statement of current intentions as at the date of this Notice. Intervening events may alter the way funds are ultimately applied by the Company.

1.9 Anticipated timetable for the key business the subject of the Resolutions

Event	Indicative Timing*
Lodgement of Prospectus and Prospectus offers anticipated to open	24 November 2015
General Meeting of Shareholders ASX notified whether Shareholders’ approval has been granted for the Resolutions	24 December 2015
Prospectus offers close	24 December 2015

Event	Indicative Timing*
Subject to Directors’ satisfaction that the conditions precedent in Acquisition Agreement are satisfied (or waived), Settlement of the Acquisition Agreement, including issue of the Consideration Shares and Initial Consideration Options pursuant to Resolution 2 and issue of Shares under the Capital Raising pursuant to Resolution 3.	4 January 2016
Commencement of trading of Shares on ASX (subject to the Company re-complying with Chapters 1 and 2 of the ASX Listing Rules and subject to ASX agreeing to reinstate the Company’s Shares to quotation)	11 January 2016

The Directors reserve the right to change the above indicative timetable without requiring any disclosure to Shareholders or Optionholders.

1.10 Board intentions if Settlement occurs

In the event that Settlement occurs, the funds raised from the Capital Raising, together with the Company’s existing cash reserves will be used to:

(a) advance development of the Investia Business;
(b) meet the ongoing administration costs of the Company;
(c) pay the costs of the Capital Raising;
(d) assess other complementary acquisitions; and
(e) otherwise contribute to the working capital of the Company.

It is intended to allocate the funds raised from the Capital Raising and existing cash reserves as set out in Section 1.8. Following Settlement of the Acquisition the Company intends to focus on the development and commercialisation of the Investia Business as well as assess other complementary acquisitions.

1.11 Advantages of the proposals in the Resolutions

The Directors are of the view that the following non-exhaustive list of advantages may be relevant to a Shareholder’s decision on how to vote on each Resolution:

(a) the Acquisition represents a significant opportunity for the Company to increase the scale of its activities which should increase the number and size of the investor pool that may invest in the Company’s Shares;
(b) the Acquisition provides an opportunity for the Company to diversify its interests to include Investia which is engaged in the business of developing and operating the Investia Platform;
(c) the Acquisition provides the Company with the opportunity to increase the value of the Company; and
(d) the Company may be able to raise further funds at higher prices by way of share equity as a result of the Acquisition which may aid in the development of the Investia Business.

1.12 Disadvantages of the proposals in the Resolutions

The Directors are of the view that the following non-exhaustive list of disadvantages may be relevant to a Shareholder’s decision on how to vote on each Resolution:

(a) the Company will be changing the nature and scale of its activities to become a company focused on the development of the Investia Platform, as referred to above, which may not be consistent with the objectives of all Shareholders;
(b) the Acquisition and the Capital Raising will result in the issue of Shares and Options to the Investia Shareholders and new investors, which will have a dilutionary effect on the holdings of Shareholders; and
(c) there are inherent risks associated with the change in nature of the Company’s activities. Some of these risks are summarised in Section 1.14 below.

1.13 Composition of the Board of Directors

The Company’s Board of Directors currently comprises:

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

It is intended that these Directors will remain on the Board of the Company following Settlement of the Acquisition.

Please refer to Section 6 below for further information on Messrs Wall and Ntoumenopoulos.

1.14 Risk factors

Shareholders should be aware that if the proposed Acquisition is approved, the Company will be changing the nature and scale of its activities. Based on the information available, a non-exhaustive list of risk factors are as follows:

Risks relating to the Change in Nature and Scale of Activities

(a) Re-Quotation of Shares on ASX

The acquisition of Investia constitutes a significant change in the nature and scale of the Company’s activities and the Company needs to recomply with Chapters 1 and 2 of the ASX Listing Rules as if it were seeking admission to the official list of ASX.

There is a risk that the Company may not be able to meet the requirements of the ASX for re-quotation of its Shares on the ASX. Should this occur, the Shares will not be able to be traded on the ASX until such time as those requirements can be met, if at all. Shareholders may be prevented from trading their Shares should the Company be suspended until such time as it does re-comply with the ASX Listing Rules. If the

Company is not re-quoted by 1 January 2016 (or such later date as agreed to by ASX), the Company will be delisted from ASX and Shareholders will be unable to trade their Shares on the ASX.

(b)

Dilution Risk

The Company currently has 35,092,289 Shares on issue. On completion of the Acquisition, the Company proposes to issue the relevant number of Shares and Options in consideration for the Acquisition and issue up to 185,000,000 Shares at an issue price of $0.02 per Share to raise up to a maximum of $3,700,000 (before costs) as part of the proposed Capital Raising.

On completion of the Acquisition and assuming the maximum subscription of the Shares under the Capital Raising, the issue of all deferred Consideration Shares (and no exercise of Options), the existing Shareholders will retain approximately 12% of the issued capital of the Company, with the Investia Shareholders holding 18%, the investors under the Capital Raising holding 65% and the Convertible Loan Holders holding 5% of the issued capital of the Company respectively.

There is also a risk that the interests of Shareholders will be further diluted as a result of future capital raisings required in order to fund the future development of the Company.

(c)

Liquidity Risk

As part of the Acquisition, the Company proposes to issue up to 50,000,000 Consideration Shares and 17,500,000 Initial Consideration Options to the Investia Shareholders. These securities will be subject to escrow restrictions in accordance with Chapter 9 of the ASX Listing Rules. Based on the post-offer capital structure (and assuming no further Shares are issued or Options exercised), these Shares will equate to approximately 18% of the post-Offer issued Share capital (assuming maximum subscription under the Capital Raising). This could be considered an increased liquidity risk as a large portion of issued capital may not be able to be traded freely for a period of time.

(d)

Contractual Risk

Pursuant to the Acquisition Agreement (summarised above) the Company has agreed to acquire the Investia Shares subject to the fulfilment of certain conditions precedent.

The ability of the Company to achieve its stated objectives will depend on the performance by the parties of their obligations under the Acquisition Agreement. If any party defaults in the performance of their obligations, it may be necessary for the Company to approach a court to seek a legal remedy, which can be costly.

Risks specific to the Company

(a) Acquisition of interest in Investia

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 business and assets of Investia, which include the following non-exhaustive list:

(i) Sales and marketing success

Following completion of the Acquisition, the Company intends to continue with the commercialisation of the Investia Platform by focusing on brand development and sales and marketing. By its nature, there is no guarantee that the Company’s brand development and 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 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.

(ii)

Investia’s intellectual property

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.

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.

(iii)

Competition and new technologies

The industry in which Investia is involved is subject to increasing domestic and global competition which is fast-paced and fastchanging. 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.

(iv)

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. 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.

(v)

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 both existing and 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.

(vi)

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-ofuse, 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.

(vii) 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.

(viii) 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.

(ix) 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:

(A) Marketing and promotions: If the Company’s marketing and promotion efforts are not effective this may result in less customers visiting the Investia website.
(B) Brand damage: If the Company or Investia suffer from reputational damage, web traffic could be affected.
(C) 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.

(x) 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.

(xi) 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.

Market risks

(a) Additional requirements for capital

The funds raised under the Capital Raising are considered sufficient to meet the immediate objectives of the Company. Additional funding may be required in the event costs exceed the Company’s estimates and to effectively implement its business and operations plans in the future (including in relation to Investia) to take advantage of opportunities for acquisitions, joint ventures or other business opportunities, and to meet any unanticipated liabilities or expenses which the Company may incur. Further additional financing will be required if the Board determines to accelerate the development of the Company’s technology.

The Company may seek to raise further funds through equity or debt financing, joint ventures, licensing arrangements, production sharing arrangements or other means. Failure to obtain sufficient financing for the Company’s activities and future projects may result in delay and indefinite postponement of their activities and potential research and development programmes. There can be no assurance that additional finance will be available when needed or, if available, the terms of the financing might not be favourable to the Company and might involve substantial dilution to Shareholders.

(b)

Regulatory risks

The Company will incur ongoing costs and obligations associated with compliance with necessary regulations. Any failure to comply with regulations may result in additional costs for corrective measures, penalties or in restrictions on the Company’s proposed business operations. In addition, changes in regulations could require extensive changes to the Company’s operations, increased compliance costs or give rise to material liabilities, which could have a material adverse effect on the business, results of operations and financial condition of the Company.

The Company’s ability to operate in the future will depend in part on whether it is able to effectively commercialise its potential interests in products. This will depend on successful completion of product development activities, obtaining regulatory approval and on there being commercial demand for such products which cannot be guaranteed.

(c) Reinstatement to ASX’s official list

The Company’s Shares are currently suspended from trading on the ASX. In the event the Essential Resolutions are approved at the Meeting, it is anticipated that the Company’s securities will remain suspended until Settlement of the Acquisition Agreement and Capital Raising, recompliance 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 listed Securities may consequently remain suspended from quotation.

Industry specific risks

(a) Competition

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 result in the Investia Platform not being differentiated to other similar offerings.

The size and financial strength of some of Investia’s competitors may make it difficult for it to maintain a competitive position in the technology market. In particular, Investia’s ability to acquire additional technology interests could be adversely affected if it is unable to respond effectively and/or in a timely manner to the strategies and actions of competitors and potential competitors or the entry of new competitors into the market. This may in turn impede the financial condition and rate of growth of the Company.

The key competition risk is in achieving appreciable market share and differentiation from its key competitors.

(b)

Unforeseen expenditure risk

Expenditure may need to be incurred that has not been taken into account in the estimates summarised in Section 1.8 above. Although the Company is not aware of any such additional expenditure requirements, if such expenditure is subsequently incurred, this may adversely affect the expenditure proposals of the Company.

General risks

(a) Economic

General economic conditions, introduction of tax reform, new legislation, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s and the Entities’ business activities and potential research and development programmes, as well as on their ability to fund those activities.

(b)

Force Majeure

The Company’s projects now or in the future may be adversely affected by risks outside the control of the Company and the Entities, including labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.

(c) Insurance risks

The Company intends to insure its operations and those of Investia (as required) in accordance with industry practice. However, in certain circumstances, such insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of the Company effected.

(d)

Litigation Risks

The Company is exposed to possible litigation risks including, but not limited to, intellectual property and patent claims. Further, the Company or Investia 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. The Company and Investia are not currently engaged in any litigation.

(e) Dependence on outside parties

The Company may pursue a strategy that forms strategic business relationships with other organisations in relation to potential products and services. There can be no assurance that the Company will be able to attract such prospective organisations and to negotiate appropriate terms and conditions with these organisations or that any potential agreements with such organisations will be complied with.

(f) 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:

(i) general economic outlook;

(ii) introduction of tax reform or other new legislation; (iii) interest rates and inflation rates;

(iv) changes in investor sentiment toward particular market sectors;
(v) the demand for, and supply of, capital; and
(vi) 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 biotechnology stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return to Security holders arising from the transactions the subject of this Notice or otherwise.

1.15 Taxation

The Acquisition and/or the passing of the Resolutions may give rise to income tax implications for the Company and Shareholders.

Existing Shareholders are advised to seek their own taxation advice on the effect of the Resolutions on their personal position and neither the Company, nor any existing Director or advisor to the Company accepts any responsibility for any individual Shareholder’s taxation consequences on any aspect of the Acquisition or the Resolutions.

1.16 Plans for the Company if the Resolutions are not passed

If the Essential Resolutions are not passed and the Acquisition is not completed, the Company will continue to develop its existing activities and look for potential projects in order to continue to take the Company forward.

1.17 Directors’ interests in the Agreement

None of the Company’s existing Directors have any interest in the proposed Acquisition pursuant to the Acquisition Agreement, other than as disclosed in this Notice.

1.18 Investia Shareholders

None of the Investia Shareholders or their associates are related parties of the Company and they have no existing interest in the Company’s Securities separate from the Resolutions and the Acquisition Agreement.

1.19 Conditional Resolutions

The Essential Resolutions are inter-conditional, meaning that each of them will only take effect if all of them are approved by the requisite majority of Shareholders’ votes at the Meeting. If any one of those Resolutions is not approved at the Meeting, none of them will take effect and the Acquisition Agreement and other matters contemplated by the Essential Resolutions will not be completed pursuant to this Notice.

1.20 Directors’ Recommendation

The Directors of the Company unanimously recommend the Acquisition (and the change in nature and scale of the Company’s activities) and that Shareholders vote in favour of the Resolutions.

2. RESOLUTION 1 – APPROVAL TO CHANGE THE NATURE AND SCALE OF ACTIVITIES

2.1 General

Resolution 1 seeks the approval of Shareholders for a change in the nature and scale of the Company’s activities via the acquisition of 100% of the issued share capital of Investia.

A detailed description of the proposed Acquisition is outlined in Section 1 above.

2.2 ASX Listing Rule 11.1

ASX Listing Rule 11.1 provides that where an entity proposes to make a significant change, either directly or indirectly, to the nature and scale of its activities, it must provide full details to ASX as soon as practicable and comply with the following:

(a) provide to ASX information regarding the change and its effect on future potential earnings, and any information that ASX asks for;
(b) if ASX requires, obtain the approval of holders of its shares and any requirements of ASX in relation to the notice of meeting; and
(c) if ASX requires, meet the requirements of Chapters 1 and 2 of the ASX Listing Rules as if the company were applying for admission to the official list of ASX.

ASX has confirmed to the Company that given the significant change in the nature and scale of the activities of the Company upon completion of the Acquisition, it requires the Company to:

(a) obtain the approval of its Shareholders for the proposed change of activities; and
(b) re-comply with the admission requirements set out in Chapters 1 and 2 of the ASX Listing Rules.

For this reason, the Company is seeking Shareholder approval for the Company to change the nature and scale of its activities under ASX Listing Rule 11.1.2 and pursuant to ASX Listing Rule 11.1.3 in order to re-comply with Chapters 1 and 2 of the ASX Listing Rules.

Details of the assets to be acquired by the Company and the proposed changes to the structure and operations of the Company are set out throughout this Explanatory Statement.

2.3 Guidance Note 12

Recent changes to Guidance Note 12 alter ASX’s policy in relation to the application of the “20 cent rule” to re-compliance listings. Previously, a company had to re-comply to the Official List of the ASX at an issue price of 20 cents per share as part of compliance with Chapters 1 and 2 of the ASX Listing Rules. Guidance Note 12 states that this issue price can now be below 20 cents when an entity’s securities have been trading on ASX at less than 20 cents. ASX will consider a request not to apply the 20 cent rule provided the issue price, sale price or exercise price for any securities being issued or sold as part of, or in conjunction with, the transaction:

(a) is not less than two cents each; and
(b) is specifically approved by security holders as part of the approval obtained under Listing Rule 11.1.2; and
(c) ASX is otherwise satisfied that the entity’s proposed capital structure after the transaction will satisfy Listing Rules 1.1 condition 1 and 12.5 (appropriate structure for a listed entity).

For this reason, the Company is seeking Shareholder approval for the Company to:

(a) issue Shares at an issue price of not less than $0.02 per Share;
(b) issue Shares at a conversion price of not less than $0.02 per Share;
(c) issue the Initial Consideration Options and the Broker Options at Settlement with an exercise price of not less than $0.03 per Option; and
(d) to issue the Performance Rights with a nil exercise price,

as part of the approvals sought under ASX Listing Rule 11.1.2.

3. RESOLUTION 2 – ISSUE OF SECURITIES – INVESTIA SHAREHOLDERS

3.1 General

Resolution 2 seeks Shareholder approval for the issue of:

(a) 17,500,000 Initial Consideration Shares as initial consideration;
(b) 17,500,000 Initial Consideration Options as initial consideration;
(c) 15,000,000 Milestone 1 Consideration Shares on the satisfaction of Milestone 1; and
(d) 17,500,000 Milestone 2 Consideration Shares on the satisfaction of Milestone 2,

to the Investia Shareholders (or their nominees).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolution 2 will be to allow the Company to issue the Initial Consideration Shares to the Investia Shareholders and the Initial Consideration Options to the Investia Shareholders during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), and, subject to the approval of a waiver application from the requirements of ASX Listing Rule 7.3.2 submitted to ASX, the Milestone 1 Consideration Shares and Milestone 2 Consideration Shares to the Investia Shareholders during a period of 18 and 24 months respectively after the date on which the Company is re-quoted on the ASX, without using the Company’s 15% annual placement capacity.

The Directors understand that ASX will treat the Consideration Shares and Initial Consideration Options the subject of Resolution 2 as restricted securities for the purpose of Chapter 9 of the ASX Listing Rules.

The Consideration Shares to be issued pursuant to this Resolution 2 will be issued such that no individual Investia Shareholder or their associates will hold more than 19.9% of the Shares on issue.

3.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Consideration Shares and Initial Consideration Options:

(a) the maximum number of Consideration Shares to be issued is 50,000,000;
(b) the maximum number of Initial Consideration Options to be issued is 17,500,000;
(c) the Initial Consideration Shares and Initial Consideration Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of all those Shares will occur on the same date;
(d) the Milestone 1 Consideration Shares will be issued no later than the date that is 18 months after the Company is re-quoted on ASX and it is intended that issue of all Milestone 1 Consideration Shares will occur on the same date;
(e) the Milestone 2 Consideration Shares will be issued no later than the date that is 24 months after the Company is re-quoted on ASX and it is intended that issue of all Milestone 2 Consideration Shares will occur on the same date;
(f) the deemed issue price of the Consideration Shares is $0.02;
(g) the issue price of the Initial Consideration Options will be nil;
(h) the Consideration Shares will be issued to the Investia Shareholders, in consideration for their respective Investia Shareholding as set out in Schedule 3;
(i) the Initial Consideration Options will be issued to the Investia Shareholders as set out in Schedule 3;
(j) the Consideration Shares proposed to be issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(k) the Initial Consideration Options proposed to be issued will be issued on the terms and conditions set out in Schedule 2;
(l) no funds will be raised from the proposed issue of the Consideration Shares as they are proposed to be issued in part consideration for the Acquisition; and
(m) no funds will be raised from the proposed issue of the Initial Consideration Options as they are proposed to be issued in part consideration for the Acquisition.

4. RESOLUTION 3 – ISSUE OF SHARES – CAPITAL RAISING

4.1 General

Resolution 3 seeks Shareholder approval for the issue of up to 185,000,000 Shares at an issue price of $0.02 to raise up to $3,700,000 (before costs) under the Capital Raising.

The Shares will be issued under a Prospectus to be issued by the Company pursuant to ASX Listing Rule 11.1.3 in order to re-comply with Chapters 1 and 2 of the ASX Listing Rules.

A summary of ASX Listing Rule 7.1 is set out in Section 3.1 above.

The effect of Resolution 3 will be to allow the Company to issue the Shares pursuant to the Capital Raising during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

4.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Capital Raising:

(a) the maximum number of Shares to be issued is 185,000,000 Shares;
(b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of all the Shares pursuant to the Capital Raising will occur on the same date;
(c) the issue price will be $0.02 per Share;
(d) the Shares are proposed to be issued to the public at the Board’s discretion pursuant to a public offer by Prospectus for the purpose of ASX Listing Rule 1.1 condition 3. None of the subscribers for the Capital Raising will be related parties of the Company other than as envisaged by Resolutions 13 to 16;
(e) the Shares proposed to be issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and
(f) the Company intends to use the funds raised from the Capital Raising towards the budgeted expenditure described at Section 1.8.

5. RESOLUTION 4 – ISSUE OF SHARES PURSUANT TO CONVERTIBLE LOANS

5.1 General

On 22 September 2015, the Company entered into the Convertible Loan Agreements. Pursuant to the Convertible Loan Agreements with third party investors ( Convertible Loan Holders ), convertible loans totalling $300,000 were drawn down by the Company.

Resolution 4 seeks Shareholder approval for the issue of up to 14,000,000 Shares to unrelated Convertible Loan Holders who entered into Convertible Loan

Agreements. The Shares will be issued upon conversion of the Convertible Loan Agreements on Settlement ( Convertible Loan Conversion ).

A summary of ASX Listing Rule 7.1 is set out in Section 3.1 above.

The effect of Resolution 4 will be to allow the Company to issue the Shares to the Convertible Loan Holders during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

5.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the conversion of the Convertible Loans:

(a) the maximum number of Shares to be issued is 14,000,000;
(b) the Shares will be issued no later than 3 months after the date of the Meeting and it is intended that issue of all of the Shares will occur on the same date;
(c) the deemed issue price of the Shares is $0.02 per Share;
(d) the Shares will be issued to the Convertible Loan Holders (or their nominees). None of the Convertible Loan Holders or their nominees are related parties of the Company with the exception of Davinch Pty Ltd, as set out in section 6 below;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and
(f) no funds will be raised from the issue of the Shares to the Convertible Loan Holders as the Shares are being issued in repayment of the loan provided by the Convertible Loan Holders to the Company pursuant to the Convertible Loan Agreements, which was utilised by the Company towards payment of costs associated with the effectuation of the DOCA and to meet the costs of re-compliance with Chapters 1 & 2.

6. RESOLUTION 5 – ISSUE OF SHARES TO RELATED PARTY PURSUANT TO CONVERTIBLE LOAN

6.1 General

As set out in section 5.1 above, on 22 September 2015, the Company entered into the Convertible Loan Agreements with the Convertible Loan Holders. Davinch Pty Ltd, an entity controlled by Mr Chris Ntoumenopoulos, a Director of the Company, is a Convertible Loan Holder.

Pursuant to Resolution 5 the Company is seeking Shareholder approval for the issue of up to 1,000,000 Shares at a conversion price of $0.02 per Share pursuant to the Convertible Loan Agreement between the Company and Davinch Pty Ltd.

Resolution 5 seeks Shareholder approval for the issue of up to 1,000,000 Shares to Davinch Pty Ltd (or its nominee) arising from the participation by Mr Chris Ntoumenopoulos in the Convertible Loan Conversion ( Participation ).

6.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The Participation will result in the issue of Shares which constitutes giving a financial benefit and Davinch Pty Ltd is a related party of the Company by virtue of being an entity controlled by a Director, Mr Chris Ntoumenopoulos.

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because the Shares will be issued to Davinch Pty Ltd (or its nominee) on the same terms as Shares issued to non-related party Convertible Loan Holders participating in the Convertible Loan Conversion and as such the giving of the financial benefit is on arm’s length terms.

6.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the Convertible Loan Conversion involves the issue of Shares to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

6.4 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the Participation:

(a) the Shares will be issued to Davinch Pty Ltd (or its nominee);
(b) the maximum number of Shares to be issued is 1,000,000;
(c) the Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
(d) the deemed issue price of the Shares is $0.02 per Share, being the same as all other Shares issued under the Convertible Loan Conversion;
(e) the Shares will be issued to Davinch Pty Ltd (or its nominee), an entity controlled by Mr Chris Ntoumenopoulos, a Director of the Company;

(f) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and
(g) no funds will be raised from the issue of the Shares to the Convertible Loan Holders as the Shares are being issued in repayment of the loan provided by the Convertible Loan Holders to the Company pursuant to the Convertible Loan Agreements, which was utilised by the Company towards payment of costs associated with the effectuation of the DOCA and to meet the costs of re-compliance with Chapters 1 & 2.

Approval pursuant to ASX Listing Rule 7.1 is not required for the Participation as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to Davinch Pty Ltd (or its nominee) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

7. RESOLUTION 6 – ISSUE OF BROKER OPTIONS

7.1 General

Resolution 6 seeks Shareholder approval for the issue of up to 25,000,000 Options ( Broker Options ) in consideration for capital raising services to be provided by corporate advisor and brokers in relation to the Capital Raising.

The number of Broker Options to be issued pursuant to Resolution 6 will decrease by the number of Broker Options issued to Otsana Pty Ltd (ACN 145 168 216) ( Otsana ) in accordance with Resolution 7.

A summary of ASX Listing Rule 7.1 is set out in section 3.1 above.

The effect of Resolution 6 will be to allow the Company to issue the Broker Options during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

7.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Broker Options:

(a) the maximum number of Broker Options to be issued is 25,000,000;
(b) the Broker Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Broker Options will occur on the same date;
(c) the Broker Options will be issued for no cash consideration in satisfaction of capital raising services provided by corporate advisory and broker groups or their nominees in relation to the Capital Raising;
(d) the Broker Options will be issued to corporate advisors and brokers or their nominees, none of whom are related parties of the Company except as set out in Resolution 7 below;
(e) the Broker Options will be issued on the terms and conditions set out in Schedule 2; and

(f) no funds will be raised from the issue of the Broker Options as the Broker Options are being issued in consideration for capital raising services provided to the Company.

8. RESOLUTION 7 – ISSUE OF BROKER OPTIONS TO RELATED PARTY

8.1 General

Pursuant to Resolution 6 the Company is seeking Shareholder approval for the issue of up to 25,000,000 Broker Options in consideration for capital raising services to be provided by corporate advisor and brokers in relation to the Capital Raising.

Otsana, an entity controlled by Mr Faldi Ismail, intends to provide capital raising services to the Company in relation to the Capital Raising.

Resolution 7 seeks Shareholder approval for the issue of up to 5,000,000 Broker Options to Otsana (or its nominee) in consideration for capital raising services provided by Otsana to the Company in relation to the Capital Raising.

8.2 Chapter 2E of the Corporations Act and ASX Listing Rule 10.11

A summary of Chapter 2E of the Corporations Act and Listing Rule 10.11 is set out in sections 6.2 and 6.3 above.

The issue of Broker Options to Otsana will result in the issue of Options which constitutes giving a financial benefit and Otsana is a related party of the Company by virtue of being an entity controlled by a Director.

The Directors (other than Mr Faldi Ismail, who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because the Broker Options will be issued to Otsana on the same terms as Broker Options issued to non-related party corporate advisors and brokers in relation to services provided to the Company for the Capital Raising and as such the giving of the financial benefit is on arm’s length terms.

As the issue of Broker Options involves the issue of Options to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

8.3 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the Participation:

(a) the Broker Options will be issued to Otsana (or its nominee), a related party of the Company by virtue of being controlled by a Director, Mr Faldi Ismail;
(b) the maximum number of Broker Options to be issued is 5,000,000;
(c) the Broker Options will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

(d) the Broker Options will be issued for no cash consideration in satisfaction of capital raising services provided by corporate advisory and broker groups or their nominees in relation to the Capital Raising;
(e) the Broker Options will be issued on the terms and conditions set out in Schedule 2; and
(f) no funds will be raised from the issue of the Broker Options as the Broker Options are being issued in consideration for capital raising services provided to the Company.

Approval pursuant to ASX Listing Rule 7.1 is not required for the issue of the Broker Options as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Broker Options to Otsana (or its nominee) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

9. RESOLUTIONS 8 AND 9 – RE-ELECTION OF DIRECTORS – PETER WALL AND CHRIS NTOUMENOPOULOS

Clause 8.1 of the Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to clause 8.1 of the Constitution, any Director so appointed holds office only until the next following annual general meeting and is then eligible for reelection by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Messrs Wall and Ntoumenopoulos, having been appointed on 27 October 2015, will retire in accordance with clause 8.1 of the Constitution and being eligible, seek re-election from Shareholders.

Resolution 8 seeks approval for the re-election of Peter Wall as a Director of the Company if the Essential Resolutions are approved by Shareholders.

Resolution 9 seeks approval for the re-election of Chris Ntoumenopoulos as a Director of the Company if the Essential Resolutions are approved by Shareholders.

Information on the qualifications, skills and experience of Messrs Wall and Ntoumenopoulos is set out below.

Peter Wall

Mr Wall is a corporate lawyer and has been a Partner at Steinepreis Paganin, a 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 currently sits on the board of a number of ASX listed companies.

The Directors support the re-election of Mr Wall and recommend that Shareholders vote in favour of Resolution 8.

Chris Ntoumenopoulos

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.

The Directors support the re-election of Mr Ntoumenopoulos and recommend that Shareholders vote in favour of Resolution 9.

10. RESOLUTION 10 – CHANGE OF COMPANY NAME

Section 157(1)(a) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name.

Resolution 10 seeks the approval of Shareholders for the Company to change its name to “Ookami Limited”.

If Resolution 10 is passed the change of name will take effect when ASIC alters the details of the Company’s registration.

The proposed name has been reserved by the Company and if Resolution 8 is passed (along with the Essential Resolutions), the Company will lodge a copy of the special resolution with ASIC following the Meeting in order to effect the change.

The Board proposes this change of name on the basis that it more accurately reflects the proposed future operations of the Company.

11. RESOLUTION 11 – ADOPTION OF PERFORMANCE RIGHTS PLAN

Resolution 11 seeks Shareholders approval for the adoption of the Plan in accordance with ASX Listing Rule 7.2 (Exception 9(b)).

A summary of ASX Listing Rule 7.1 is set out in Section 3.1 above.

ASX Listing Rule 7.2 (Exception 9(b)) sets out an exception to ASX Listing Rule 7.1 which provides that issues under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the scheme as an exception to ASX Listing Rule 7.1.

If Resolution 11 is passed, the Company will be able to issue Performance Rights under the Plan to eligible participants over a period of 3 years without impacting on the Company’s ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12 month period.

Shareholders should note that no Performance Rights have previously been issued under the Plan.

The objective of the Plan is to attract, motivate and retain key Directors, employees and contractors and it is considered by the Company that the adoption of the Plan and the future issue of Performance Rights under the Plan will provide selected participants with the opportunity to participate in the future growth of the Company.

Any future issues of Performance Rights under the Plan to a related party or a person whose relation with the Company or the related party is, in ASX’s opinion, such that approval should be obtained will require additional Shareholder approval under ASX Listing Rule 10.14 at the relevant time. To this extent, please refer to Resolution 12 below.

A summary of the key terms and conditions of the Plan is set out in Schedule 4. In addition, a copy of the Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Plan can also be sent to Shareholders upon request to the Company Secretary (Ms Shannon Coates). Shareholders are invited to contact the Company if they have any queries or concerns.

12. RESOLUTION 12 – ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTIES

12.1 General

The Company has agreed, subject to obtaining Shareholder approval and to the adoption of the Plan (refer Resolution 11), to issue a total of 36,000,000 Performance Rights in the amounts set out in and to the parties listed in Schedule 5.

The Company considers that all of these parties, as Directors, namely Messrs Ismail, de Kauwe, Wall and Ntoumenopoulos are parties to which ASX Listing Rule 10.14 also requires shareholder approval to be obtained ( Eligible Participants ).

12.2 Chapter 2E of the Corporations Act and Listing Rule 10.11 – Faldi Ismail, Brendan de Kauwe, Peter Wall and Chris Ntoumenopoulos

A summary of Chapter 2E of the Corporations Act and Listing Rule 10.11 is set out in sections 6.2 and 6.3 above.

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Performance Rights to be issued to Faldi Ismail, Brendan de Kauwe, Peter Wall and Chris Ntoumenopoulos because the agreement to grant the Performance Rights reached as part of the Acquisition Agreement was negotiated on an arm’s length basis.

The Directors consider that as the issue of the Performance Rights to Faldi Ismail, Brendan de Kauwe, Peter Wall and Chris Ntoumenopoulos is proposed to occur in the future, the Company considers it more appropriate to seek approval pursuant to ASX Listing Rule 10.14 and consequently Shareholders’ approval is not sought under Listing Rule 10.11.

12.3 Technical information required by ASX Listing Rule 10.14

Pursuant to and in accordance with the requirements of ASX Listing Rule 10.15A, the following information is provided in relation to the proposed issue of Performance Rights to the Eligible Participants:

(a) the Eligible Participants set out in Schedule 5 are Directors, being Faldi Ismail, Brendan de Kauwe, Peter Wall and Chris Ntoumenopoulos;
(b) the maximum number of Performance Rights to be issued to the Eligible Participants (or their nominees) is up to 36,000,000 Performance Rights (consisting of 12,000,000 each of Class A Performance Rights, Class B Performance Rights and Class C Performance Rights);
(c) the Eligible Participants may each acquire one (1) Share for each Performance Right held, however the ability of the Eligible Participants to convert the Performance Rights is subject to the Milestones set out in Schedule 6;
(d) the Performance Rights are being issued to the Eligible Participants for nil cash consideration and otherwise on the terms and conditions set out in Schedule 6;
(e) no Performance Rights have previously been issued under the Plan nor has the Plan previously been adopted by Shareholders;
(f) all Directors are entitled to participate in the Plan;
(g) the Performance Rights will be issued to the Eligible Participants no later than 3 years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Performance Rights will be issued on one date;
(h) details of any Performance Rights issued under the Plan will be published in each annual report of the Company relating to a period in which Performance Rights have been issued and the report will state the approval for the issue of those Performance Rights was obtained under ASX Listing Rule 10.14; and
(i) no person for whom Shareholder approval is required under ASX Listing Rule 10.14 may participate in the Plan until approval is obtained in accordance with ASX Listing Rule 10.14.

13. RESOLUTIONS 13 TO 16 – ISSUE OF SHARES TO RELATED PARTIES

13.1 General

Pursuant to Resolution 3 the Company is seeking Shareholder approval for the Capital Raising, being the issue of up to 185,000,000 Shares at an issue price of $0.02 per Share to raise up to $3,700,000.

The Directors wish to participate in the Capital Raising.

Messrs Faldi Ismail, Brendan de Kauwe, Peter Wall and Chris Ntoumenopoulos (together, the Related Party Participants ) each wish to participate in the Capital Raising, subject to shareholder approval being obtained.

Resolutions 13 to 16 seek Shareholder approval for the issue of up to 40,000,000 Shares to the Related Party Participants (or their nominees) arising from the participation by the Related Party Participants in the Capital Raising ( Participation ).

13.2 Chapter 2E of the Corporations Act and ASX Listing Rule 10.11

A summary of Chapter 2E of the Corporations Act and Listing Rule 10.11 is set out in sections 6.2 and 6.3 above.

The Participation will result in the issue of Shares which constitutes giving a financial benefit and the Related Party Participants are related parties of the Company by virtue of being Directors.

The Directors (other than Mr Ismail in relation to Resolution 13, Mr de Kauwe in relation to Resolution 14, Mr Wall in relation to Resolution 15 and Mr Ntoumenopoulos in relation to Resolution 16, given their material personal interests in these respective Resolutions) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because the Shares will be issued to Related Party Participants on the same terms as Shares issued to non-related party participants in the Capital Raising and as such the giving of the financial benefit is on arm’s length terms.

As the Participation involves the issue of Shares to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

13.3 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the Participation:

(a) the Shares will be issued to Messrs Ismail, de Kauwe, Wall and Ntoumenopoulos (or their respective nominees);
(b) the maximum number of Shares to be issued is 40,000,000;
(i) up to 10,000,000 Shares to Faldi Ismail (or his nominee);
(ii) up to 10,000,000 Shares to Brendan de Kauwe (or his nominee);
(iii) up to 10,000,000 Shares to Peter Wall (or his nominee); and
(iv) up to 10,000,000 Shares to Chris Ntoumenopoulos (or his nominee);
(c) the Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
(d) the issue price will be $0.02 per Share, being the same as all other Shares issued under the Capital Raising;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and
(f) the funds raised will be used for the same purposes as all other funds raised under the Capital Raising as set out in section 1.8 of this Explanatory Statement.

Approval pursuant to ASX Listing Rule 7.1 is not required for the Participation as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to the Related Party Participants (or their nominees) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

14. RESOLUTION 17 - REPLACEMENT OF CONSTITUTION

14.1 Background

A company may modify or repeal its Constitution or a provision of its Constitution by special resolution of Shareholders.

Resolution 17 is a special resolution which will enable the Company to repeal its existing Constitution and adopt a new Constitution ( Proposed Constitution ) which is of the type required for a listed public company limited by Shares updated to ensure it reflects the current provisions of the Corporations Act and ASX Listing Rules.

This will incorporate amendments to the Corporations Act and ASX Listing Rules since the current Constitution was adopted in 2005.

The Directors believe that it is preferable in the circumstances to replace the existing Constitution with the Proposed Constitution rather than to amend a multitude of specific provisions.

The Proposed Constitution is broadly consistent with the provisions of the existing Constitution. Many of the proposed changes are administrative or minor in nature. The Directors believe these amendments are not material nor will they have any significant impact on Shareholders. It is not practicable to list all of the changes to the Constitution in detail in this Explanatory Statement, however, a summary of the proposed material changes is set out below.

A copy of the Proposed Constitution is available for review by Shareholders at the office of the Company. A copy of the Proposed Constitution can also be sent to Shareholders upon request to the Company Secretary.

Shareholders are invited to contact the Company if they have any queries or concerns.

14.2 Summary of material proposed changes

The key differences between the existing Constitution and the Proposed Constitution are summarised below. This summary is not intended to be an exhaustive explanation of all the changes effected by the adoption of the Proposed Constitution.

Fee for registration of off market transfers (clause 8.4(c))

On 24 January 2011, ASX amended ASX Listing Rule 8.14 with the effect that the Company may now charge a “reasonable fee” for registering paper-based transfers, sometimes referred to “off-market transfers”.

Clause 8.4 of the Proposed Constitution is being made to enable the Company to charge a reasonable fee when it is required to register off-market transfers from Shareholders. The fee is intended to represent the cost incurred by the Company in upgrading its fraud detection practices specific to off-market transfers.

Before charging any fee, the Company is required to notify ASX of the fee to be charged and provide sufficient information to enable ASX to assess the reasonableness of the proposed amount.

Dividends (clause 21)

Section 254T of the Corporations Act was amended effective 28 June 2010.

There is now a three-tiered test that a company will need to satisfy before paying a dividend replacing the previous test that dividends may only be paid out of profits.

The amended requirements provide that a company must not a pay a dividend unless:

(a) the company’s assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend;
(b) the payment of the dividend is fair and reasonable to the company’s shareholders as a whole; and
(c) the payment of the dividend does not materially prejudice the company’s ability to pay its creditors.

The existing Constitution reflects the former profits test and restricts the dividends to be paid only out of the profits of the Company. The Proposed Constitution is updated to reflect the new requirements of the Corporations Act. The Directors consider it appropriate to update the Constitution for this amendment to allow more flexibility in the payment of dividends in the future should the Company be in a position to pay dividends.

Partial (proportional) takeover provisions (new clause 35)

A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder’s shares.

Pursuant to section 648G of the Corporations Act, the Company has included in the Proposed Constitution a provision whereby a proportional takeover bid for Shares may only proceed after the bid has been approved by a meeting of Shareholders held in accordance with the terms set out in the Corporations Act.

This clause of the Proposed Constitution will cease to have effect on the third anniversary of the date of the adoption of last renewal of the clause.

Information required by section 648G of the Corporations Act

Effect of proposed proportional takeover provisions

Where offers have been made under a proportional off-market bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under such a proportional off-market bid is prohibited unless and until a resolution to approve the proportional off-market bid is passed.

Reasons for proportional takeover provisions

A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. These amended provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.

Knowledge of any acquisition proposals

As at the date of this Notice of Meeting, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.

Potential advantages and disadvantages of proportional takeover provisions

The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

The potential advantages of the proportional takeover provisions for Shareholders include:

(a) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;
(b) assisting in preventing Shareholders from being locked in as a minority;
(c) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and
(d) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.

The potential disadvantages of the proportional takeover provisions for Shareholders include:

(a) proportional takeover bids may be discouraged;
(b) lost opportunity to sell a portion of their Shares at a premium; and
(c) the likelihood of a proportional takeover bid succeeding may be reduced.

14.3 Board recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 17.

If this Resolution is approved, the Proposed Constitution will be adopted with effect from the close of the Meeting.

15. ENQUIRIES

Shareholders may contact Ms Shannon Coates on (+ 61 8) 9486 7244 if they have any queries in respect of the matters set out in this document.

GLOSSARY

$ means Australian dollars.

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.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules or Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Broker Option means an Option proposed to be issued pursuant to Resolutions 6 and 7, on the terms and conditions set out in Schedule 2.

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.

Capital Raising means the Company’s proposal under Resolution 3 to raise up to $3,700,000 via a public Prospectus offer of up to 185,000,000 Shares at an issue price of $0.02 per Share.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

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

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

Constitution means the Company’s constitution.

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

Convertible Loan Conversion has the meaning set out in section 5.1 of this Notice.

Convertible Loan Holders has the meaning set out in Section 5.1 of this Notice.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

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

Eligible Participants has the meaning set out in section 12.1.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Essential Resolutions means Resolutions 1 to 7 (inclusive) and 10 to 12 (inclusive).

Explanatory Statement means the explanatory statement accompanying this Notice.

General Meeting or Meeting means the meeting convened by this Notice.

Initial Consideration Options means 17,500,000 Options to be issued to the Investia Shareholders (or their nominees) pursuant to the Acquisition Agreement, the subject of Resolution 2, and on the terms and conditions set out in Schedule 2.

Initial Consideration Shares means 17,500,000 Shares to be issued to the Investia Shareholders (or their nominees) as initial consideration pursuant to Resolution 2.

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 means those shareholders of Investia set out in Schedule 3.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

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 $750,000within 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 or Notice of Meeting or Notice of General Meeting means this notice of General meeting including the Explanatory Statement, the Schedules and the Proxy Form.

Option means an option to acquire a Share.

Performance Right means any one of an A Class Performance Right, B Class Performance Right or C Class Performance Right issued on the terms and conditions contained in Schedule 6.

Plan means the Company’s Performance Rights Plan, a summary of which is set out in Schedule 4.

Prospectus means the prospectus proposed to be issued by the Company in relation to the Capital Raising.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

SaaS means software as a service.

Section means a section of the Explanatory Statement unless otherwise specified.

Security holder means a holder of one or more Securities.

Securities means all Equity Securities of the Company, including Shares and Options.

Settlement means settlement under the Acquisition Agreement of the sale by the Investia Shareholders and purchase by the Company of the Investia Shares.

Settlement Date means that date which is no later than 5 business days after the satisfaction or waiver of the conditions precedent set out in the Acquisition Agreement (or such other later date as agreed by ACE and Investia).

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

Shareholder means a holder of a Share.

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

SCHEDULE 1 – PRO FORMA STATEMENT OF FINANCIAL POSITION

Current Assets Cash & cash equivalents Trade receivables Inventories Other current assets Total Current Assets Non-Current Assets Investments accounted for using the equity method Property, plant and equipment Intangible assets Total Non-Current Assets TOTAL ASSETS Current Liabilities Trade & other payables Borrowings Provisions Total Current Liabilities TOTAL LIABILITIES NET ASSETS (LIABILITIES) Equity attributable to the equity holders of the Company Issued Capital Reserves Accumulated losses TOTAL EQUITY	ACE Audited 30 June 2015 Investia Audited 30 June 2015 Pro-Forma adjustments	Pro-forma on completion of Acquisition
	$ $ $ 419 7,783 3,387,398 - 182 (182) - - - - 15,799 (15,799)	$ 3,395,600 - - -
	419 23,764 3,371,417	3,395,600
	- 30,701 (30,701) - 32,343 18,148 - - 299,509	- 50,491 299,509
	- 63,044 286,956	350,000

	419 86,808 3,658,373	3,745,600
	1,176,990 - (1,176,990) 10,137,920 - (10,137,920) 182,659 - (182,659)	- - -
	11,497,569 - (11,497,569)	-

	11,497,569 - (11,497,569)	-

	(11,497,150) 86,808 15,155,942	3,745,600
	21,193,635 21,500 4,094,100 603,280 - 540,513 (33,294,065) 65,308 10,521,329	25,309,235 1,143,793 (22,707,428)
	(11,497,150) 86,808 15,155,942	3,745,600

Notes:

The Pro-forma Statement of Financial Position above represents the Company’s and Investia’s position as at 30 June 2015 (being the most recent audited accounts), adjusted to reflect subsequent events and pro forma adjustments arising from the proposed Acquisition.

Adjustments include the clearing of balances on completion of the DOCA, payment of $200,000 to the creditors trust and the issue of $100,000 in equity to creditors for forgiveness of debt, $3,700,000 in capital raising less capital raising costs ($315,020 including $222,000 payable to Otsana), costs of recapitalisation ($90,000), the mandatory conversion of convertible notes on re-listing and the issue of shares and options as consideration for the acquisition of Investia.

SCHEDULE 2 – TERMS AND CONDITIONS OF 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 $0.03 ( 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:

(i) 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;
(ii) 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
(iii) 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.

SCHEDULE 3 –SHAREHOLDERS OF INVESTIA

Shareholders	Investia Shares	Respective Proportion	Initial Consideration Shares	Initial Consideration Options	Milestone 1 Consideration Shares	Milestone 2 Consideration Shares
Buzz Capital Pty Ltd	100	12%	2,058,824	2,058,824	1,764,706	2,058,824
Buzz Capital Pty Ltd Vestment A/c>	558	66%	11,488,235	11,488,235	9,847,059	11,488,235
Adam Wade Veale	150	18%	3,088,235	3,088,235	2,647,059	3,088,235
Hassan Gabru	42	5%	864,706	864,706	741,176	864,706
TOTAL	850	100%	17,500,000	17,500,000	15,000,000	17,500,000

SCHEDULE 4 – 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 Incentive Rights Plan.
(b) Offers : The Board may, from time to time, at its absolute discretion, make an offer to an Eligible Participant under the Incentive Rights Plan to apply for up to a specified number of Performance Rights, upon the terms of the Incentive 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:
(i) a Relevant Personal ceasing to be an Eligible Participant due to special circumstances;
(ii) a Relevant Person suffering severe financial hardship;
(iii) 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 Incentive Rights Plan and the terms of any offer under the Incentive 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:
(iv) an unauthorised dealing in, or hedging of, the Performance Right;
(v) 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;
(vi) 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;
(vii) 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;
(viii) the Board deems that a Performance Right lapses due to fraud, dishonesty or other improper behaviour of the holder/Eligible Participant;
(ix) the Company undergoes a change in control or winding up, and the Board does not exercise its discretion to vest the Performance Right; and
(x) the expiry date of the Performance Right.
(k) Shares : All shares issued under the Incentive 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 Incentive 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 hte Plan except to the extent an offer provides otherwise.
(r) Amendments : Subject to express restrictions set out in the Incentive 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 Incentive Rights Plan, or the terms or conditions of any Performance Right granted under the 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:
(i) 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;
(ii) to correct any manifest error or mistake; or
(iii) 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
(iv) 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.

SCHEDULE 5 – RECEIPIENTS OF PERFORMANCE RIGHT S

Name	Class A Performance Rights	Class B Performance Rights	Class C Performance Rights	Total
Faldi Ismail	3,000,000	3,000,000	3,000,000	9,000,000
Brendan de Kauwe	3,000,000	3,000,000	3,000,000	9,000,000
Peter Wall	3,000,000	3,000,000	3,000,000	9,000,000
Chris Ntoumenopoulos	3,000,000	3,000,000	3,000,000	9,000,000
TOTAL	12,000,000	12,000,000	12,000,000	36,000,000

SCHEDULE 6 – TERMS OF PERFORMANCE RIGHTS

The terms of Performance Rights are set out as follows:

(a) ( Milestones ): The Performance Rights will have the following milestones attached to them:
(i) 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 pro-rata basis post consolidation, after completion of the Acquisition ( Performance Rights Milestone 1 );
(ii) 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
(iii) 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 Re-Listing 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 ASX Listing Rules 6.22.3 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:
(i) 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
(ii) 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.

All registry communications to: Automic Registry Services PO Box 223 West Perth WA 6872

==> picture [114 x 53] intentionally omitted <==

ADVANCED ENGINE COMPONENTS LTD | ACN 009 081 770

Holder Number

Security Holder Appointment of Proxy – General Meeting

I/We being a Shareholder entitled to attend and vote at the Meeting, hereby appoint

OR The Chair as my/our proxy

(Name of Proxy)

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the General Meeting to be held at 10:00am (WST) on 24 December 2015 at 108 Outram Street, West Perth WA 6005 and at any adjournment thereof.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 11 and 12 (except where I/we have indicated a different voting intention below) even though Resolutions 11 and 12 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Unless indicated otherwise by ticking the “for”,” against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

VOTING ON BUSINESS OF THE MEETING

Resolutions 1 Change to Nature and Scale of Activities	Resolutions 1 Change to Nature and Scale of Activities	Against Abstain Resolutions 10 Change of Company Name	Against Abstain Resolutions 10 Change of Company Name
2	Issue of Securities – Investia Shareholders	11	Adoption of Performance Rights Plan
3	Issue of Shares – Capital Raising	12	Issue of Performance Rights to Related Parties
4 5 6 7 8	Issue of Shares – Conversion of Convertible Loans Issue of Shares – Conversion of Related Party Convertible Loans Issue of Broker Options Issue of Options to Related Party Re-election of Director – Peter Wall	13 14 15 16 17	Issue of Shares to a Related Party – Faldi Ismail Issue of Shares to a Related Party – Brendan de Kauwe Issue of Shares to a Related Party – Peter Wall Issue of Shares to a Related Party – Chris Ntoumenopoulos Replacement of Constitution
9	Re-election of Director – Chris Ntoumenopoulos

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDER(S):

Individual or Shareholder 1 Shareholder 2

Shareholder 3

Director / Company Secretary

Sole Director or Sole Director / Company Secretary

Director

INSTRUCTIONS FOR COMPLETING ‘APPOINTMENT OF PROXY’ FORM

APPOINTING A PROXY

A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. The appointed proxy may be an individual or body corporate.

If a Body Corporate is appointed to act as your proxy then a representative of that Body Corporate must be appointed to act as its representative. When attending the meeting, the representative must bring a formal notice of appointment as per section 250D of the Corporations Act. Such notice must be signed as required by section 127 of the Corporations Act or the Body Corporate’s Constitution.

If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll.

The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

Note: If you wish to appoint a second proxy, you may copy this form but you must return both forms together.

VOTING ON BUSINESS OF MEETING

A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the number of votes that the proxy may exercise by writing the number of Shares next to the box marked for the relevant item of business.

Where a box is not marked the proxy may vote as they choose subject to the relevant laws.

Where more than one box is marked on an item the vote will be invalid on that item.

SIGNING INSTRUCTIONS

Individual : Where the holding is in one name, the Shareholder must sign.
Joint holding : Where the holding is in more than one name, all of the Shareholders should sign.
Power of attorney : If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.
Companies : To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

ATTENDING THE MEETING

Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.

LODGEMENT OF VOTES

To be effective, a validly appointed proxy must be received by the Company not less than 48 hours prior to commencement of the Meeting.

Proxy appointments can be lodged by:

a) Hand Delivery – to the Company at 108 Outram Street, West Perth WA 6005; or
b) Post – to the Company at 108 Outram Street, West Perth WA 6005; or
c) Facsimile – to +61 8 9463 6373; or
d) Email - to [email protected]

Proxy Forms received later than this time will be invalid

AI assistant

FIRST LITHIUM LIMITED — Proxy Solicitation & Information Statement 2015

64921_rns_2015-11-23_b4621a15-8550-41b2-b565-2777145e5a27.pdf

CONTENTS PAGE

IMPORTANT INFORMATIO N

TIME AND PLACE OF MEETING

YOUR VOTE IS IMPORTANT

VOTING ELIGIBILITY

VOTING IN PERSON

VOTING BY PROXY

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – CHANGE TO NATURE AND SCALE OF ACTIVITIES

2. RESOLUTION 2 – ISSUE OF SECURITIES – INVESTIA SHAREHOLDERS

3. RESOLUTION 3 – ISSUE OF SHARES – CAPITAL RAISING

4. RESOLUTION 4 – ISSUE OF SHARES – CONVERSION OF CONVERTIBLE LOANS

5. RESOLUTION 5 – ISSUE OF SHARES – CONVERSION OF RELATED PARTY CONVERTIBLE LOANS

6. RESOLUTION 6 – ISSUE OF BROKER OPTIONS

7. RESOLUTION 7 – ISSUE OF OPTIONS TO RELATED PARTY

8. RESOLUTION 8 – RE-ELECTION OF DIRECTOR – PETER WALL

9. RESOLUTION 9 – RE-ELECTION OF DIRECTOR – CHRIS NTOUMENOPOULOS

10. RESOLUTION 10 – CHANGE OF COMPANY NAME

11. RESOLUTION 11 – ADOPTION OF PERFORMANCE RIGHTS PLAN

Voting Prohibition Statement:

12. RESOLUTION 12 – ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTIES

Voting Prohibition Statement:

13. RESOLUTION 13 – ISSUE OF SHARES TO RELATED PARTY – FALDI ISMAIL

14. RESOLUTION 14 – ISSUE OF SHARES TO RELATED PARTY – BRENDAN DE KAUWE

15. RESOLUTION 15 – ISSUE OF SHARES TO RELATED PARTY – PETER WALL

16. RESOLUTION 16 – ISSUE OF SHARES TO RELATED PARTY – CHRIS NTOUMENOPOULOS

17. RESOLUTION 17 – REPLACEMENT OF CONSTITUTION

18. OTHER BUSINESS

DATED: 20 NOVEMBER 2015

BY ORDER OF THE BOARD

SHANNON COATES COMPANY SECRETARY ADVANCED ENGINE COMPONENTS LTD

EXPLANATORY STATEMEN T

Resolutions 8 and 9 (inclusive) and 13 to 16 (inclusive) are conditional on all of the Essential Resolutions being approved.

1. BACKGROUND TO PROPOSED ACQUISITION OF INVESTIA

1.1 Existing Activities of Advanced Engine Components Ltd

1.2 Change in the Nature and Scale of Activities

1.3 About ACE (to be renamed Ookami)

(a) About ACE

(b) Background on Investia

(c)

Background to the Investia Platform

(d) The Future of Investia

(e)

Business Model

1.4 Material Agreements to the Acquisition

(a) Acquisition Agreement

(i) Acquisition

(ii)

Conditions Precedent

(iii)

Consideration

(iv) Performance Rights

(v)

Board of Directors

1.5 Capital Raising, Convertible Loan Shares, Options and Performance Rights issue at less than $0.20

1.6 Pro forma statement of financial position

1.7 Pro forma capital structure

1.8 Proposed Budget

1.9 Anticipated timetable for the key business the subject of the Resolutions

1.10 Board intentions if Settlement occurs

1.11 Advantages of the proposals in the Resolutions

1.12 Disadvantages of the proposals in the Resolutions

1.13 Composition of the Board of Directors

1.14 Risk factors

Risks relating to the Change in Nature and Scale of Activities

(a) Re-Quotation of Shares on ASX

(b)

Dilution Risk

(c)

Liquidity Risk

(d)

Contractual Risk

Risks specific to the Company

(a) Acquisition of interest in Investia

FIRST LITHIUM LIMITED Proxy Solicitation & Information Statement 2015