IMDEX LIMITED — Capital/Financing Update 2015

Aug 20, 2015

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Capital Raising Presentation

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August 2015 1

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Important Information and Disclaimer

Summary information

This Presentation contains summary information about Imdex Limited ( Company ), its subsidiaries and their activities which is current as at the date of this Presentation. The information in this Presentation is of a general nature and does not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in shares in the Company ( New Shares ) or that would be required in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corporations Act.

The historical information in this Presentation is, or is based upon, information that has been lodged with the Australian Securities Exchange ( ASX ) and released on ASX’s Market Announcements Platform. This Presentation should be read in conjunction with the Company’s other periodic and continuous disclosure announcements which are available at http://www.imdexlimited.com or www.asx.com.au.

Statements made in this Presentation are made only as the date of this Presentation. The information in this Presentation remains subject to change without notice. The Company reserves the right to withdraw the Placement or vary the timetable for the Placement without notice.

Not an offer

This Presentation is not a prospectus, product disclosure statement or other offering document under Australian law, or any other law. This Presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction (and will not be lodged with the U.S. Securities Exchange Commission).

This Presentation does not constitute investment or financial product advice (nor tax, accounting or legal advice) or any recommendation to acquire New Shares in and does not and will not form any part of any contract for the acquisition of New Shares. This Presentation may not be released or distributed in the United States. This Presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. The New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended ( U.S. Securities Act ) or the securities laws of any state or other jurisdiction of the United States. Accordingly, New Shares may not be offered or sold, directly or indirectly, in the United States, unless they are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable state securities laws.

Not investment advice

Each recipient of this Presentation should make its own enquiries and investigations regarding all information in this Presentation including but not limited to the assumptions, uncertainties and contingencies which may affect future operations of the Company and the impact that different future outcomes may have on the Company. This Presentation has been prepared without taking account of any person’s individual investment objectives, financial situation or particular needs. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own investment objectives, financial situation and needs and seek legal, accounting and taxation advice appropriate to their jurisdiction. The Company is not licensed to provide financial product advice in respect of New Shares. Cooling off rights do not apply to the acquisition of New Shares.

Investment risk

An investment in New Shares is subject to known and unknown risks, some of which are beyond the control of the Company. The Company does not guarantee any particular rate of return or the performance of the Company nor does it guarantee any particular tax treatment. Investors should have regard to the key risk factors outlined in this Presentation when making their investment decision.

Past performance

Investors should note that past performance, including past share price performance and financial performance cannot be relied upon as an indicator of (and provides no guidance as to) future Company performance including future share price performance.

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Important Information and Disclaimer

Future performance and forward looking statements

This Presentation contains certain ‘forward looking statements’. Forward looking statements can generally be identified by the use of forward looking words such as, ‘expect’, ‘anticipate’, ‘likely’, ‘intend’, ‘should’, ‘could’, ‘may’, ‘predict’, ‘plan’, ‘propose’, ‘will’, ‘believe ’, ‘forecast’, ‘estimate’, ‘target’ ‘outlook’, ‘guidance’ and other similar expressions within the meaning of securities laws of applicable jurisdictions and include, but are not limited to, the outcome and effects of the Placement of New Shares ( Placement ) and the use of proceeds. You are cautioned not to place undue reliance on forward looking statements. The statements, opinions and estimates in this Presentation are based on assumptions and contingencies subject to change without notice, as are statements about market and industry trends, projections, guidance and estimates.

The forward looking statements contained in this Presentation are not guarantees or predictions of future performance and involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of the Company, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. Refer to the ‘Key Risks’ section of this Presentation for a summary of certain general and Company specific risk factors that may affect the Company and New Shares. There can be no assurance that actual outcomes will not differ materially from these forward looking statements. A number of important factors could cause actual results, achievements or performance to differ materially from the forward looking statements, including the risk factors set out in this Presentation. Investors should consider the forward looking statements contained in this Presentation in light of those disclosures. The forward looking statements are based on information available to the Company as at the date of this Presentation.

Except as required by law or regulation (including the ASX Listing Rules), the Company undertakes no obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward looking statements.

Disclaimer

Neither the lead manager, nor any of their or the Company’s respective advisers or any of their respective affiliates, related bodies corporate, directors, officers, partners, employees and agents, have authorised, permitted or caused the issue, submission, dispatch or provision of this Presentation and none of them makes or purports to make any statement in this Presentation and there is no statement in this Presentation which is based on any statement by any of them.

To the maximum extent permitted by law, the Company, the lead manager and their respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents exclude and disclaim all liability, including without limitation for negligence or for any expenses, losses, damages or costs incurred by any parties as a result of their participation in the Placement and the information in this Presentation being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise and make no representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of information in this Presentation and, with regards to the lead manager, it and its advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents take no responsibility for any part of this Presentation or the Placement.

The lead manager and their advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents make no recommendations as to whether any party or their related parties should participate in the Placement nor do they make any representations or warranties concerning the Placement, and any party who participates represents, warrants and agrees that they have not relied on any statements made by the lead managers, or their advisers, affiliates, related bodies corporate, directors, officers, partners, employees or agents in relation to the Placement and any party who participates further expressly disclaims that they are in a fiduciary relationship with any of them.

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Summar y

	•	Minerals Division profitablein FY151- normalised EBITDA of $23.9m
Financial	•	Oil & Gas Division underperformed – one-off impairments and provisions
Update	•	Impact of impairments and provisions confined to FY15 results
	•	FY16 bank covenants reset, conditional on debt reduction of minimum $25m by 30 September 2015
	•	Minerals Division
		• Continuing signs of improvement – increasing rentals and revenue
Operational and Strategic Update	•	• Diversification strategy increasing revenue from resources companies • Increasing customer take-up of new technologies – driven by customer cost reductions and efficiency gains Oil & Gas Division
		• AMC Oil & Gas – restructured to align with market conditions; breakeven in 1Q16
		• Review and potential disposal of non-core oil & gas assets (VES)
Raising Rationale	• •	Strengthen the balance sheet via significant debt reduction Re-set Imdex to leverage technological leadership and improving minerals markets
	•	Improve working capital
	•	Two-tranche placement (to professional and sophisticated investors) at $0.20 per share (Placement) to
		raise $28m (before costs)
Equity Raising	•	Share purchase plan (SPP) – eligible holders may apply for up to $15,000 of Imdex shares at $0.20 per share, to be capped at $7m
	•	Viburnum Funds Pty Ltd (Viburnum) proposed cornerstone position and Craig Coleman proposed new
		director of Imdex (upon completion)2

1. Normalised result excludes “one off items” on slides 15 and 16.

2. See slide 5 for additional detail

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Investment Hi hli hts g g

	•	Post capital raising Imdex will have:
		• A conservative balance sheet with low gearing
		• Appropriate working capital levelsand available facilities
		• Pro-forma NTA of $0.343 per share1
Financially Sound		• FY15 pro-forma net debt reduced to $3.4m and covenants reset1
		• Ability to fund growth capex internally and leverage opportunities
	•	Minerals Division profitable in FY15
	•	Oil & Gas Division forecast to break-even in 1Q16 following extensive re-structuring
	•	Review and potential disposal of non-core assets
Market Leading Technologies	• • •	Technology and industry leader – growing adoption of Imdex technologies Specialist expertise – comprehensive technology development pipeline Driving efficiencies via direct relationships with resource companies
	•	Increasing customer demand for new technologies
Opportunities	• •	Minerals sector recovering – increased earnings not dependent on increased activity Leveraged to brownfields and greenfields
	•	Diversified customer and revenue base
High Quality	•	High quality investment manager Viburnum has agreed to invest up to $10m (with a minimum
Cornerstone		amount of $7.5m) in the Placement2, subject to a minimum raising amount of $25m
Investor and	•	Craig Coleman (Executive Chairman of Viburnum) proposed to join the Board of Imdex following
Proposed Director		completion of Placement

1. Pro-forma adjustments include Placement of $28m, 50% take-up of the SPP ($3.5m) and transaction costs – see slide 17. Pro-forma total debt of $13.5m and cash of $10.1m. Covenant reset is conditional on debt reduction of $25m by 30 September 2015.

2. Viburnum’s proposed investment will be entirely via Tranche 2 of the Placement.

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Company Snapshot

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Corporate Information
ASX Listed IMD
Share Price (17 August 2015) A$ 0.24
Issued Shares m 216.2
Market Cap (17 August 2015) A$m 51.9
Cash (as at 30 June 2015) A$m 8.4
Term Debt (as at 30 June 2015) A$m 40.4
12 Month Share Price Performance
$0.90 4.0
$0.80 3.5
$0.70
3.0
$0.60
2.5
$0.50
2.0
$0.40
1.5
$0.30
1.0
$0.20
$0.10 0.5
$0.00 0.0
Volume Share Price
Share Price (A$) Volume (mm)
Jul-14 Aug-14 Sep-14 Oct-14 Nov-14 Dec-14 Jan-15 Feb-15 Mar-15 Apr-15 May-15 Jun-15 Jul-15 Aug-15
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Share Register – June 2015 Analysis of top 75% of shareholders as at 18 June 2015

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Institutional Investors Directors, Employees & Related Parties Retail & Others

	Substantial Shareholders – June 2015 Celeste Funds Management Fidelity Investments	Shares (m) 18.4 16.2	% 8.5 7.5
	Northcape Capital	15.8	7.3
	Braeside Capital	14.7	6.8
	Iron Compass Partners	10.9	5.1

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Equity Raising

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Placement Overview

• Placement of 140m new ordinary Imdex shares ( New Shares ) in two tranches to sophisticated and professional investors to raise $28m (before issue costs)

Size and Structure

		• Tranche 1 – 32.4m New Shares to raise $6.48m under existing placement capacity
		• Tranche 2 –107.6mNew Shares to raise $21.52m, subject to shareholder approval
	•	Placement Priceof $0.20per New Share represents
Placement Price		• 16.7% discount to the last traded price on 17 August 2015 (of $0.24)
		• 12.6% discount to the 5 day VWAP on ASX
		• 12.8% discount to the 10 day VWAP on ASX
	•	ASX trading halt –pre-market Tuesday, 18 August 2015
	•	Bookbuild opens – Tuesday, 18 August 2015
Indicative Key **Dates1 **	•	Shares re-commence trading – Friday, 21 August 2015
	•	Settlement of New Shares under Tranche 1 – Thursday, 27 August 2015
	•	General Meeting to approve Tranche 2 – Thursday, 24 September 2015
	•	Settlement of New Shares under Tranche 2 – Friday, 25 September 2015
Ranking	•	Pari passu with existing fully paid ordinary Imdex shares
Use of Proceeds	• •	Debt reduction to strengthen balance sheet - ~$28.4 m of proceeds2 Improve working capital and issue costs – ~$3.1 m of proceeds2
Sole Lead Manager	•	Euroz Securities Limited is the Sole Lead Manager and Bookrunner

• 1 The above timetable is indicative only and subject to change. Imdex reserves the right to amend any and all of these events, dates and times subject to the Corporations Act, the ASX Listing Rules and other applicable laws, including securities laws. The commencement of quotation of New Shares is subject to confirmation from ASX. All references in this Investor Presentation are to Australian EST (Sydney) time unless otherwise noted.

• 2 Assumes total gross capital raising proceeds of $31.5m (including $28m placement and 50% uptake of SPP to raise $3.5m)

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Share Purchase Plan Overview

	•	Non-underwritten Share Purchase Plan (SPP) to raise up to a maximum of $7m (Cap)
	•	Eligible Imdex shareholders with registered addresses in Australia and New Zealand will be
Size and Structure		invited to subscribe for up to $15,000 in ordinary shares per shareholder
	•	Imdex reserves the right (in its absolute discretion) to scale back the maximum participation
		amount per shareholder to the Cap
SPP Price	•	New shares issued under the SPP will be issued at the Placement Price of $0.20 per share
	•	SPP Record Date – Thursday, 20 August 2015
Indicative Key	•	Announcement Date of SPP – Friday, 21 August 2015
**Dates1 **	•	Closing Date of SPP – Monday, 21 September 2015
	•	Allotment Date – Monday, 28 September 2015
	•	Anticipated quotation of new shares issued under the SPP on ASX – Tuesday, 29 September 2015
Ranking	•	New shares issued under the SPP to rank pari passu with existing fully paid ordinary Imdex shares
Documentation and Further Information	•	Further information in relation to the SPP will be provided to eligible Imdex shareholders in due course, including an SPP booklet

¹ The above timetable is indicative only and subject to change. Imdex reserves the right to amend any and all of these events, dates and times subject to the Corporations Act, the ASX Listing Rules and other applicable laws, including securities laws. The commencement of quotation of New Shares is subject to confirmation from ASX. All references in this Investor Presentation are to Australian EST (Sydney) time unless otherwise noted.

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Operational and Financial Overview

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Minerals – Update and Strategy

• FY15 revenue increased 13% to $141.1m (FY14: $125.3m)

Financial

• Normalised* FY15 EBITDA increased 44% to $23.9m (FY14: $16.6m)

• Update

• Normalised* FY15 EBITA increased 62% to $17.2m (FY14: $10.6m)

• Continuing signs of improvement – increased rentals and revenues

Operational Update

• Return of brownfields expenditure in key markets

• Strong performance reflects competitive advantages – technologies & diversified customer base

• Market new technologies – efficient pathway via established global business

Strategy

• Leverage first mover advantage

• Maintain and increase market share through technological leadership

• Continue to diversify customer base – resource companies & non-mining applications

• Normalised result excludes “one off items” noted on slides 15 and 16

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Minerals – Update and Strategy

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Number of Instruments on Rent – FY15 Average up 14% on FY14

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Seasonal factors: April / May 2015 change over from winter to summer drilling programme in North America; December – February traditional holiday shutdown

Project Phase Balanced exposure to project phase Growing exposure to non mining

Commodity Diverse mix – primary exposure to gold and copper ’

Customer Principally mid tier and major resource companies Growing exposure to non mining client base

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Minerals – Industry Changing Technologies

	•	Customer focus on reducing costs and increasing efficiencies – from majors down
Key Drivers	•	Increased mining complexity – resources deeper and harder to find
	•	Customers now open to adopting new technologies and practices
	•	Minerals industry has traditionally been a slow adopter – behind oil & gas
	•	Imdex has developed (and has a pipeline of) new technologies – industry leader
	•	REFLEX HUB is a key differentiator
	•	Imdex benefits
		• Increased revenue and earnings
		• Closer customer relationships
Imdex Solutions	•	Customer benefits
and Advantages		• Integrated benefits and real time solutions – surveying, logging, assaying, analytics,
		reporting and automation
		• Improved productivity
		• Total cost reduction
		• Greater efficiency – reduced lost time and data errors
		• More comprehensive data and information for better decision making

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Oil & Gas – Update and Strategy

• FY15 combined* revenue of $67.4m (FY14: $79.3m)

• Financial • Normalised** FY15 EBITDA loss of $5.7m (FY14: a loss of $2.3m) •

• Update Normalised** FY15 EBITA loss of $8.6m (FY14: a loss of $4.3m)

• Break-even EBITA result forecast for FY16

• AMC Oil & Gas re-structured – cost out programme completed, operations closed / reduced and

• Operational workforce re-sized •

• Update Significant growth opportunities as market stabilises

• Penetrate multi-billion dollar markets – drilling fluids, solids control and waste management

• Strategy • Restructured business is focusing on Europe, Middle East and Asia Pacific

*Includes share of VES revenue ** Excludes “one off items” noted on slides 15 and 16

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Financial Update

A$m	FY15 Including One-offs	FY15 One-offs	FY 15 **Normalised3 **	FY14 **Normalised3 **	2H15 A$m	1H15 A$m
**Combined revenue1 **	208.6	-	208.6	204.6	94.2	114.4
**Total One-offs2 **	-	(15.4)	-	-	(27.5)	12.1
EBITDA Segment Results
AMC Oil & Gas	(30.1)	(27.4)	(2.7)	(0.6)	(2.9)	0.2
Oil & Gas R&D	(2.7)	(1.0)	(1.7)	(2.4)	(0.5)	(1.2)
VES JV	(1.3)	-	(1.3)	0.7	(1.8)	0.5
Oil & Gas incl. VES JV	(34.1)	(28.4)	(5.7)	(2.3)	(5.2)	(0.5)
Minerals	22.7	(1.2)	23.9	16.6	11.8	12.1
Corporate	7.6	14.2	(6.6)	(6.3)	(3.6)	(3.0)
Combined EBITDA	(3.8)	(15.4)	11.6	8.0	3.0	8.6

• Combined FY15 revenue up 2% on FY14

• 2H15 Minerals EBITDA comparable to 1H15 ($11.8m vs $12.1m)

• 2H15 Oil & Gas impacted by drop in oil price

• 1 Includes share of VES revenue ($20.3m)

• 2 Includes profit on sale of SEH shares, O&G Restructuring, Debtor Provisioning and miscellaneous – see slide 16 for full details 3 Excludes all one-off transactions

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FY15 Provisioning and impairments

Items	FY15 A$m	2H15 A$m	1H15 A$m
Profit on sale of SEH	14.2	-	14.2
O&G product containment	(2.1)	-	(2.1)
O&G restructure	(26.3)	(26.3)	-
Debtor provisioning and miscellaneous	(1.2)	(1.2)	-
Total One-offs for FY15	(15.4)	(27.5)	12.1

• Oil & Gas impairments and provisioning totaled $28.4m

• Impairments and provisioning confined to FY15 – cash impact $2.0m outflow ($0.8m still to be paid)

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Pro-forma Balance Sheet

	FY14 A$m	FY151 A$m	Adj A$m	FY15 Pro-forma2 A$m
Cash	10.1	8.4	1.7	10.1
Receivables	39.8	34.0	-	34.0
Inventory	42.6	37.3	-	37.3
Investment in SEH	14.7	-	-	-
VES	26.3	32.2	-	32.2
Fixed assets	47.2	42.0	-	42.0
Intangibles	62.3	62.6	-	62.6
Other assets / deferred tax	19.8	19.8	-	19.8
Total Assets	262.8	236.3	1.7	238.0
Payables	17.3	23.4	-	23.4
Bank loans	49.7	40.4	(28.4)	12.0
HP Finance	0.4	1.5	-	1.5
Other liabilities	18.5	10.3	-	10.3
Total Equity	176.9	160.8	30.1	190.9

• Capital raising strengthens balance sheet – proceeds used to reduce bank debt & improve working capital

• FY16 bank covenants reset, conditional upon minimum $25m debt reduction

• Pro-forma[2] key metrics:

• Cash of $10.1m

• Total debt of $13.5m

• Low gearing of 1.7% (ND/ND+E)

• Interest cover (normalised EBITDA / interest expense): 3.8 times

• NTA of $128.3m (~$0.343 per share)

1 Pro-forma adjustments assumes Placement of $28m, 50% take-up of the SPP ($3.5m) and transaction costs

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Working Capital Management

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• $13.7m of cash generated from $11.6m of EBITDA profit (normalised)

• Working capital release of $4.4m – primarily debtors and inventory

• Operational cash outflow due to one offs $4.9m – includes $3.7m for product containment issue provisioned in FY14

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Technology Leadership

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REFLEX HUB – Driving Efficiencies

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REFLEX– Blue Chip Customers

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Summary

	•	Post capital raising Imdex is re-set and has a strong balance sheet
	•	Minerals Division profitable in FY15
	•	Minerals sector recovering – increased earnings not dependent on overall increase in activity
Imdex re-set to	•	Oil and gas business restructured - forecast to breakeven from 1Q16. Review and potential
Leverage its		disposal of non-core assets
Advantages	•	Specialist expertise and product development capabilities – industry leader with strong
		technology development pipeline
	•	Established global business facilitating minerals industry change
	•	Driving operational efficiencies via direct relationships with resource companies

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Case Study: BHP Mitsubishi Alliance (BMA)

A productivity and cost improvement enabler for exploration drilling rigs

“Our target is to get an extra 30% production out of the rigs, this is an enabler with which to do this.”

Requirement for BHP Mitsubishi Alliance (BMA)

Timely access to reliable, accurate data relating to all drilling activity to enable better business management, forecasting and productivity improvements

Doug Dunn Manager Resource Geology and Reporting, BMA

Solution

• In-field data collection

• through mobile forms

• Schedule of rates

• Production planning

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Case Study: BMA

Key elements of the REFLEX solution

• Real-time reporting

Daily Operations Report

Drilling Summary Report (cost summary)

Field Operations Daily and Weekly Production Reports

“We have real-time visibility on invoice information. It is a far more efficient way of managing our costs and forecast.”

• Secure access to database through REFLEX HUB web portal

• Data views, exports and reports based on standard suite of reports

Jaymie Peron Superintendent Exploration Services, BMA

“It was easy to access and view all the drilling information we need to run our business.”

Nathan Kunst Drilling Contractor, BMA

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International Offer Restrictions

This document does not constitute an offer of new ordinary shares ("New Shares") of the Company in any jurisdiction in which it would be unlawful. New Shares may not be offered or sold in any country except to the extent permitted below.

Australia

The offer of New Shares is being made available in Australia only to persons to whom an offer of securities can be made without disclosure in accordance with applicable exemptions in sections 708(8) (sophisticated investors) or 708(11) (professional investors) of the Corporations Act 2001. This document is not a prospectus, product disclosure statement or any other form of formal “disclosure document” for the purposes of Australian law and is not required to, and does not, contain all the information that would be required in a "disclosure document" under Australian law. This document has not been reviewed by the Australian Securities and Investments Commission nor the Australian Securities Exchange. Prospective investors should not construe anything in this document as legal, business or tax advice nor as financial product advice for the purposes of Chapter 7 of the Corporations Act. Investors in Australia should be aware that the on-sale restriction in section 707(3) of the Corporations Act will apply to the New Shares.

New Zealand

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the "FMC Act"). The New Shares are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who: (i) is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act; (ii) meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act; (iii) is large within the meaning of clause 39 of Schedule 1 of the FMC Act; (iv) is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or (v) is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

Hong Kong

WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO).

No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

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International Offer Restrictions

United States

This document has been prepared for publication in Australia and may not be released or distributed in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration of the US Securities Act and applicable US state securities laws.

Singapore

This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This document has been given to you on the basis that you are (i) an existing holder of the Company’s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) a "relevant person" (as defined in section 275(2) of the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

Japan

The New Shares have not been and will not be registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948), as amended (the "FIEL") pursuant to an exemption from the registration requirements applicable to a private placement of securities to Qualified Institutional Investors (as defined in and in accordance with Article 2, paragraph 3 of the FIEL and the regulations promulgated thereunder). Accordingly, the New Shares may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan other than Qualified Institutional Investors. Any Qualified Institutional Investor who acquires New Shares may not resell them to any person in Japan that is not a Qualified Institutional Investor, and acquisition by any such person of New Shares is conditional upon the execution of an agreement to that effect.

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Not for distribution or release in the United States or any other jurisdiction in which distribution would be unlawful

International Offer Restrictions

United Kingdom

Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares. This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of FSMA) in the United Kingdom, and the New Shares may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of FSMA does not apply to the Company.

In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Switzerland

The New Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the New Shares may be publicly distributed or otherwise made publicly available in Switzerland. The New Shares will only be offered to regulated financial intermediaries such as banks, securities dealers, insurance institutions and fund management companies as well as institutional investors with professional treasury operations.

Neither this document nor any other offering or marketing material relating to the New Shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of New Shares will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA).

This document is personal to the recipient only and not for general circulation in Switzerland.

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Not for distribution or release in the United States or any other jurisdiction in which distribution would be unlawful

Key Risks

Introduction

There are a number of risks, both specific to the Company and of a general nature, which may, either individually or in combination, affect the future operational and financial performance of the Company and the value of its shares.

The risks set out below are not, and should not be considered to be, an exhaustive list of all the risks relevant to an investment in the Company. The Company, however, considers that these risks represent key risks to an investment in the Company. Additional risks and uncertainties that the Company is unaware of, or that the Company considers to be immaterial, may also become key risks that can adversely affect the Company's operational and financial performance in the future. These key investment risks are general in nature and regard has not been had to the investment objectives, financial situation, tax position or particular needs of any investor.

Before investing, or increasing any investment, in the Company, participants should consider whether an investment is suitable for them having regard to the risk factors set out below, publicly available information, own investment objectives, and personal financial and other circumstances. Investors should consult their professional adviser if any doubts about an investment in the Company.

Key Investment Risks

Stock Market Fluctuations

The value of the Company's shares will be determined by the stock market and will be subject to a range of factors beyond the Company's control. These factors include, but are not limited to, the demand for, and availability of the Company's shares, movements in interest rates, exchange rates, and rates of inflation, fluctuations in the Australian and international stock markets, changes in fiscal, monetary and regulatory policies, and general domestic and international economic activity.

Exchange Rate Fluctuations

Exchange rate fluctuations affect the Company's profitability. The Company reports its financial results and maintains its accounts in Australian dollars, whilst a proportion of the Company’s business is conducted in currencies other than Australian dollars. Foreign exchange rates are impacted by a number of factors beyond the Company's control. Changes in exchange rates cause revenues and expenses incurred in non-Australian dollar currencies to fluctuate , possibly causing expenses to be greater than expected or revenues to be lower than expected.

Financing Considerations

The Company may need to raise additional debt or equity funds in the future to fund its activities. There is no assurance that the Company will be able to renew existing debt funding, or obtain additional debt or equity funding when required, or that the terms associated with that funding will be acceptable to the Company. This may have a material adverse effect on the Company.

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Not for distribution or release in the United States or any other jurisdiction in which distribution would be unlawful

Key Risks

Interest Rate Risks

Interest rates may rise significantly which may impact terms of trade, working capital and finance costs in the Company’s future operations.

Changes to Government Legislation and Policy including Taxation

New legislation and changes to existing legislation and government policy in jurisdictions in which the Company operates may impact upon the Company and its operating performance. Changes to corporate income tax, value added tax (VAT), import duties, property tax, excise tax, withholding tax or any other applicable taxation legislation or policies in jurisdictions where the Company operates may adversely affect the Company's financial profitability, net assets and cash flow.

Dependence on Key Personnel

Retaining and recruiting qualified personnel is critical to the Company's success. If the Company cannot attract and retain qualified personnel it could adversely affect the Company's operations and its future growth plans.

Retention of Key Business Relationships

The Company relies on strategic relationships with other entities such as suppliers and business partners. Any circumstance, which causes the early termination or non-renewal of one or more of these key business arrangements or contracts, could adversely impact the Company.

Environmental Impact

The Company could be subject to claims due to environmental damage. This could subject the Company to potential liability and have an adverse effect on the Company's financial and operational performance.

Operational and Execution Risks

Successful execution of the Company’s business plan is dependent on the implementation of initiatives. There are execution risks inherent in the Company’s business initiatives and no assurance can be given that the Company will be successful in their implementation. The Company’s management may fail to realise business plan targets, including sales, due to an unexpected decline in consumer demand for the Company’s products and/or services or due to significant changes in competitor activities. Manufacturing margins may also vary significantly in the future due to factors beyond management’s control which may include a decline in demand for the Company’s products and/or services or a significant rise in competition by similar or substitute products. The Company may be subject to significant unforseen expenses or actions. This may include unplanned operating expenses, future legal actions or expenses in relation to future unforseen events. The Directors expect that the Company will have adequate working capital to carry out its stated objectives however there is the risk that additional funds, including by way of share issue may be required to fund the Company’s future objectives.

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Not for distribution or release in the United States or any other jurisdiction in which distribution would be unlawful

Key Risks

Research and Development

The Company will continue its on-going development of and research into new and existing products. The Company can make no representations that the continued development of existing and/or new products and/or services will be successful. There can be no assurance that the products and/or services can be successfully commercialised and exploited, and the failure to do so could have a material adverse effect on the Company’s business, financial condition and results of operations.

Intellectual Property Risks

The brand names, trademarks, patents and other intellectual property of the Company are regarded as critical to its success. Accordingly, the Company is reliant on regulations regarding copyright, trade marks, patents and confidentiality restrictions with staff, contractors and others to safeguard its intellectual property rights. The Company has made reasonable efforts to protect the Company’s intellectual property. However, unauthorised use or exploitation of its intellectual property may occur and result in an adverse effect on the operating and financial performance of the Company. The Company may experience conflict with third parties who may contest its rights to what it believes is its intellectual property. The Company cannot assure potential investors that the actions it has taken to establish and protect its intellectual property rights will be adequate to prevent imitation of its products by others or to prevent others from seeking to block Company activity as a violation of proprietary rights of others. The Company’s intellectual property rights may be infringed or challenged resulting in loss of competitive advantages or significant costs.

Inability to Meet Customer Demand

For any number of reasons the Company may not, from time to time, have an adequate supply of products and/or services to meet customer demand which may cause it to be unable to fill orders, to lose sales or to provide services. Such inability to meet customer demand from time to time may arise if the Company’s sales growth accelerates substantially or in the event that its distribution or service network grows substantially.

Investment Speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of its shares. Therefore, shares issued by the Company carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those securities. Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for shares.

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Not for distribution or release in the United States or any other jurisdiction in which distribution would be unlawful