IMEXHS LIMITED — Capital/Financing Update 2015

Jun 8, 2015

SUPPLEMENTARY PROSPECTUS

SWW Energy Limited ACN 096 687 839 (to be renamed Omni Market Tide Ltd)

1. IMPORTANT INFORMATION

This Supplementary Prospectus dated 9 June 2015 ( Supplementary Prospectus ) relates to and is intended to be read with the Prospectus issued by SWW Energy Limited (SWW) dated 4 May 2015 ( Prospectus ) in relation to the offer of up to 50,000,000 New Shares, to raise up to $5,000,000 with 1 Free Option for every 2 New Shares subscribed for ( Offer ).

This Supplementary Prospectus is dated 9 June 2015 and was lodged with the Australian Securities and Investments Commission (ASIC) on that date. Neither ASIC nor ASX Limited take any responsibility for the contents of this Supplementary Prospectus.

This Supplementary Prospectus supplements, and should be read together with, the Prospectus. If there is any inconsistency between the Prospectus and this Supplementary Prospectus, this Supplementary Prospectus will prevail. Other than as set out below, all details in relation to the Prospectus remain unchanged. Words and expressions in this Supplementary Prospectus have the meanings given to them in the Prospectus.

This Supplementary Prospectus will be issued with the Prospectus as an electronic prospectus and may be accessed on the Company’s website at www.omnimarkettide.com/2015ProspectusOffer.

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

2. REVISED INDICATIVE TIMETABLE AND OTHER DATES

The Directors have revised the timetable for the Offer with the effect that the Closing Date for the Offer has been extended to 5:00pm (AEST) on 13 July 2015.

Accordingly, all references to the following dates throughout the Prospectus and the indicative timetable for the Offer on page 4 of the Prospectus are to be amended as follows.

Event	Date
Supplementary Prospectus Date	9 June 2015
Last day for withdrawal of applications	9 July 2015
Closing date	13 July 2015
Last day for trading in pre-organised securities	14 July 2015
Trading in the re-organised securities on a deferred settlement basis starts	15 July 2015

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Last day for entity to register transfers on a pre-reorganisation basis	17 July 2015
First day for entity to send notice to each security holder	20 July 2015
Allotment and issue of New Shares and Free Options under Prospectus	20 July 2015
Completion of Acquisition	22 July 2015
Consolidation issue date – deferred settlement market ends	24 July 2015
Expected date of Re-quotation	28 July 2015

Subject to the ASX Listing Rules, SWW, in consultation with Foster Stockbroking, reserve the right to further vary the dates and times for the Offer at their discretion. Should this occur, the variation will have a consequential effect on the anticipated date of issue and normal trading of New Securities (if applicable).

3. ACQUISITION

The Company confirms that the terms of the Acquisition were negotiated by the Company and the GRT App Vendors on an arm’s length basis.

4. RE-CREATION COSTS, NET ASSET BACKING AND COMPETITION RISK

The cost for a competitor to develop a competing product may not be significant, and may be substantially less than the implied market capitalisation of the Company based on the Offer Price. This may result in a heightened risk of competition to the Company. The Company estimates the direct financial cost to re-create the Company’s core product to be approximately $500,000. This does not take into account any costs associated with market assessment, market development, customer development or any other similar costs. If a person successfully develops and commercialises a competing product, this may have a materially adverse effect on the value and prospects of the Company and consequently on the value of your investment.

The net asset value of the Company, based on the pro-forma Consolidated Statement of Financial Position set out in section 5 of this Prospectus is as set out in the table below, based on the Minimum Raising and Maximum Raising:

	MINIMUM RAISING	MAXIMUM RAISING
Net asset value	$3,687,807	$5,565,676
Net asset backing per share	1.8c/share	2.45c/share

5. CONTRACTS

The pricing that GRT App has agreed with its first two customers is less than its standard proposed pricing as set out in section 2.4 of the Prospectus.

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In the case of the first contract, details of which are set out below, the Lead Customer will pay $81,000pa less in Subscription and Maintenance Fees than the standard proposed pricing. In the case of the second customer contract, the second customer will pay $58,000pa less in Subscription and Maintenance Fees than the standard proposed pricing. No push notification fees are payable in either case.

There is a risk that some or all future potential customers may not be prepared to pay the Company’s proposed pricing, which is likely to adversely affect the Company’s financial performance.

Lead Customer Contract

GRT App has entered into an agreement with its Lead Customer (an ASX10 company) under which GRT App has agreed to provide the Lead Customer:

• with its own branded investor relations app ( LC App );

• ongoing maintenance and hosting services in connection with the LC App;

• a non-exclusive, royalty-free, worldwide, licence to exercise the intellectual property rights in the App for the purpose of the Lead Customer supplying the LC App to third party end users.

The LC App is expected to be launched live in July 2015.

A summary of the key terms of the agreement, which are limited in time and agreed having regard to the importance of the initial contract to the Company, are as follows:

• Fees: the Lead Customer must pay the following:

• (a) a total Implementation Fee of $26,600 + GST (subsequently increased to approximately $60,000), as follows:

  • (i) 50% upon signing the agreement;

  • (ii) 25% upon completion of design, interface and functionality specifications; and

  • (iii) 25% upon handover/completion in accordance with the agreement.

• (b) a Maintenance Fee of $5,000 + GST per year in advance; and

• (c) a Hosting Fee (payable annually in advance) which is to be determined and agreed between the parties depending on the capacity required.

• Term: the initial term is 12 months from the signing of the agreement. The Lead Customer may extend the term of the agreement by written notice to the Company for one or two additional 12 month periods.

• Other terms: the contract provides usual provisions regarding service levels, warranties, default and termination.

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Boardroom MOU

The Company and Boardroom Pty Ltd (part of the Boardroom Limited group which provides share registry services in Asia and Australia) have signed a non-binding MOU under which the parties have agreed to engage in good faith discussions regarding the establishment of a formal commercial relationship relating to the commercialisation of the OMT App. These discussions are to entail the nature of the relationship, potential sharing of revenue, key responsibilities, terms of the arrangement and ‘go to market’ strategy. There is no certainty that the MOU or the discussions will result in any binding agreement or commercial relationship.

Second customer contract

GRT App has agreed to terms with its second customer (an ASX10 company) to enter an agreement under which GRT App will provide the customer:

• with its own branded investor relations app ( IR App ); and

• ongoing maintenance and hosting services in connection with the IR App.

The formal agreement is yet to be signed. GRT App is currently completing the customer’s standard third party assessment procedures. The IR App is expected to be launched live in the fourth quarter 2015.

A summary of the key terms of the proposed agreement are as follows:

• Fees: the customer must pay the following:

• (d) a total Implementation Fee of $54,000 + GST, as follows:

  • (iv) 50% upon signing the agreement;

  • (v) 25% upon completion of design, interface and functionality specifications; and

  • (vi) 25% upon handover/completion in accordance with the agreement;

• (e) a Subscription and Maintenance Fee of $28,000 + GST per year in advance.

• Term: the initial term is 12 months from the signing of the agreement. The customer may extend the term of the agreement by written notice to the Company for one or two additional 12 month periods.

• Other terms: the contract provides usual provisions regarding service levels, warranties, default and termination.

6. SUBSTANTIAL SHAREHOLDERS AND DIRECTORS INTERESTS

In addition to the disclosure in Sections 1.17 and 3.5 of the Prospectus, the Company confirms that following completion of the Acquisition and Offer (assuming Minimum Subscription under the Offer), the Shareholders holding 5% or more of the Shares on issue will be:

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Shareholder	Number of Shares (post-Consolidation)	% holding
IP Payovation Pty Ltd	39,238,050	18.9%
MSQ Nominees Pty Ltd (as trustee)(being an entity associated with Kenneth Pickard)	39,190,500	18.93%
Glize Investments Pty Ltd (as trustee)(being an entity associated with Glenn Vassallo)	25,238,100	12.19%
SJMJ Pty Ltd (as trustee)	25,238,100	12.19%
Bolt Investments Pty Ltd (as trustee)(being an entity associated with Ross Blair-Holt)	11,238,150	5.43%

For clarity as to the interests of the Directors and Proposed Directors of the Company (noting that further details are also set out in Section 3.5 of the Prospectus), the Company confirms that:

1. MSQ Nominees Pty Ltd (as trustee) is an entity associated with Kenneth Pickard, a Proposed Director of the Company;

2. Glize Investments Pty Ltd (as trustee) is an entity associated with Glenn Vassallo, a Proposed Director of the Company;

3. Bolt Investments Pty Ltd (as trustee) is an entity associated with Ross Blair-Holt, a Proposed Director.

In addition to the disclosure made in Section 3.5 on page 29 of the Prospectus, the Company advises that Mr Ross Blair-Holt is a director of IP Payovation Pty Ltd, however, he does not control the entity and is not ‘associated’ with IP Payovation Pty Ltd pursuant to the Corporations Act.

7. BOARD OF DIRECTORS

In addition to the disclosure made in Section 3.1 of the Prospectus, the Company advises that Ross Blair-Holt (who is a Proposed Director to be appointed on completion of the Acquisition), was previously a director of Western Desert Resources Ltd ACN 122 301 848 and its related entity, WDR Iron Ore Pty Ltd ACN 132 204 025 from 7 July 2014 to 5 September 2014. Both entities went into voluntary administration on 8 September 2014 following a decision by a major creditor to appoint receivers and managers.

8. APPLICATIONS

Withdrawal of previous Applications

In accordance with Section 724(2) of the Corporations Act, if you applied for Shares under the Prospectus before the date of this Supplementary Prospectus, you may withdraw your Application and be repaid your Application Monies, provided you give the Company written notice of your wish to do so before 10 July 2015.

Any repayments made by the Company pursuant to an Applicant exercising their right to withdraw their application will be made in full without interest.

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An Applicant who wishes to withdraw their application and obtain a refund must submit a written request to the Company at the address set out below so that it is received within 1 month of the date of this Supplementary Prospectus (i.e. by close of business on 9 July 2015).

By mail: By hand delivery (do not post to this address): SWW Energy Limited SWW Energy Limited c/- Link Market Services Limited C/- Link Market Services Limited Locked Bag A14 1A Homebush Bay Drive SYDNEY NSW 1235 RHODES NSW 2138

The details for the payment of the refund cheque and address to which it should be sent as set out in the written request must correspond to the details contained in the Application Form lodged by that Applicant. If you do not wish to withdraw your Application, you do not need to take any action.

New Applications

Applications by new investors must be made using the Application Form that is attached to or accompanying this Supplementary Prospectus. The Application Form contains detailed instructions on how it is to be completed.

Applications after the date of this Supplementary Prospectus must NOT be made on the Application Form attached to or accompanying the Prospectus.

9. DIRECTORS AUTHORISATION

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

Each of the Directors has consented to the lodgement of this Supplementary Prospectus in accordance with section 720 of the Corporations Act and has not withdrawn that consent.

Dated: 9 June 2015

Mr Matthew Foy Director SWW Energy Limited

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Broker Code

Adviser Code

SWW Energy Limited ACN 096 687 839

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Application Form

This is an Application Form for Shares in SWW Energy Limited under the Public Offer on the terms set out in the Prospectus dated 4 May 2015 and Supplementary Prospectus dated 9 June 2015. You may apply for a minimum of 20,000 Shares and multiples of 1,000 New Shares thereafter. This Application Form and your cheque or bank draft must be received by 5:00pm (WST) on 13 July 2015.

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

Shares applied for Price per Share Application Monies , , at A$0.10 B A$ , , . (minimum 20,000, thereafter in multiples of 1,000) +

A

Are you an existing SWW Energy Limited Shareholder? SRN/HIN C Yes No If Yes, please provide your SWW SRN or HIN

PLEASE COMPLETE YOUR DETAILS BELOW (refer overleaf for correct forms of registrable names) Applicant #1 Surname/Company Name

D

Title First Name Middle Name Joint Applicant #2 Surname Title First Name Middle Name

Designated account e.g. (or Joint Applicant #3)

E

TFN/ABN/Exemption Code First Applicant Joint Applicant #2 Joint Applicant #3 TFN/ABN type – if NOT an individual, please mark the appropriate box Company Partnership Trust Super Fund

PLEASE COMPLETE ADDRESS DETAILS PO Box/RMB/Locked Bag/Care of (c/-)/Property name/Building name (if applicable)

F

Unit Number/Level	Street Number	Street Name
Suburb/City or Town			State	Postcode

Email address (only for purpose of electronic communication of shareholder information)

CHESS HIN (if you want to add this holding to a specific CHESS holder, write the number here)

+

G X

Please note: that if you supply a CHESS HIN but the name and address details on your Application Form do not correspond exactly with the registration details held at CHESS, your Application will be deemed to be made without the CHESS HIN and any Shares issued as a result of the Offer will be held on the issuer sponsored sub-register.

Telephone Number where you can be contacted during Business Hours Contact Name (PRINT)

H ( )

Cheques or bank drafts should be made payable to “SWW Energy Limited – Application Fund A/C” in Australian currency and crossed “Not Negotiable”.

I

Cheque or Bank Draft Number BSB Account Number -

Total Amount A$ , , .

LODGEMENT INSTRUCTIONS

You must return your application so it is received before 5:00pm (WST) on 13 July 2015 to: Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235.

SWW IPO001

Your Guide to the Application Form

Please complete all relevant white sections of the Application Form in BLOCK LETTERS, using black or blue ink. These instructions are cross-referenced to each section of the form.

The Shares to which this Application Form relates are SWW Energy Limited (“SWW”) Shares. Further details about the shares are contained in the Prospectus dated 4 May 2015 and Supplementary Prospectus dated 9 June 2015 issued by SWW Energy Limited. The Prospectus expires 13 months from the date of the Prospectus. While the Prospectus is current, SWW Energy Limited will send paper copies of the Prospectus, any supplementary document and the Application Form, free of charge on request.

The Australian Securities and Investment Commission requires that a person who provides access to an electronic application form must provide access, by the same means and at the same time, to the relevant Prospectus. This Application Form is included in the Prospectus. The Prospectus contains important information about investing in the Shares. You should read the Prospectus before applying for Shares.

• A Insert the number of Shares you wish to apply for. The Application must be for a minimum of 20,000 Shares and thereafter in multiples of 1,000. You may be issued all of the Shares applied for or a lesser number.

• B Insert the relevant amount of Application Monies. To calculate your Application Monies, multiply the number of Shares applied for by the issue price. Amounts should be in Australian dollars. Please make sure the amount of your cheque or bank draft equals this amount.

• C Please insert your SRN/HIN if you are an existing SWW Energy Limited Shareholder.

• D Write the full name you wish to appear on the register of Shares. This must be either your own name or the name of a company. Up to three joint Applicants may register. You should refer to the table below for the correct registrable title.

• E Enter your Tax File Number (TFN) or exemption category. Business enterprises may alternatively quote their Australian Business Number (ABN). Where applicable, please enter the TFN or ABN for each joint Applicant. Collection of TFN(s) and ABN(s) is authorised by taxation laws. Quotation of TFN(s) and ABN(s) is not compulsory and will not affect your Application. However, if these are not provided, SWW Energy Limited will be required to deduct tax at the highest marginal rate of tax (including the Medicare Levy) from payments.

• F Please enter your postal address for all correspondence. All communications to you from SWW Energy Limited and the Share Registry will be mailed to the person(s) and address as shown. For joint Applicants, only one address can be entered.

• G If you are already a CHESS participant or sponsored by a CHESS participant, write your Holder Identification Number (HIN) here. If the name or address recorded on CHESS for this HIN is different to the details given on this form, your Shares will be issued to SWW Energy Limited’s issuer sponsored subregister.

• H Please enter your telephone number(s), area code and contact name in case we need to contact you in relation to your Application.

• I Please complete the details of your cheque or bank draft in this section. The total amount of your cheque or bank draft should agree with the amount shown in section B.

• Make your cheque or bank draft payable to “SWW Energy Limited – Application Fund A/C” in Australian currency and cross it “Not Negotiable”. Your cheque or bank draft must be drawn on an Australian bank. Sufficient cleared funds should be held in your account, as cheques returned unpaid are likely to result in your Application being rejected. If you receive a firm allocation of Shares from your Broker make your cheque payable to your Broker in accordance with their instructions.

LODGEMENT INSTRUCTIONS

This Application Form and your cheque or bank draft must be mailed or delivered so that it is received before 5:00pm (WST) on 13 July 2015 at:

Mailing Address Hand Delivery SWW Energy Limited SWW Energy Limited C/- Link Market Services Limited C/- Link Market Services Limited Locked Bag A14 1A Homebush Bay Drive Sydney South NSW 1235 Rhodes NSW 2138 (do not use this address for mailing purposes)

PERSONAL INFORMATION COLLECTION NOTIFICATION STATEMENT

Personal information about you is held on the public register in accordance with Chapter 2C of the Corporations Act 2001. For details about Link Group’s personal information handling practices including collection, use and disclosure, how you may access and correct your personal information and raise privacy concerns, visit our website at www.linkmarketservices.com.au for a copy of the Link Group condensed privacy statement, or contact us by phone on +61 1800 502 355 (free call within Australia) 9am–5pm (Sydney time) Monday to Friday (excluding public holidays) to request a copy of our complete privacy policy.

CORRECT FORMS OF REGISTRABLE NAMES

Note that ONLY legal entities are allowed to hold Shares. Applications must be in the name(s) of natural persons or companies. At least one full given name and the surname is required for each natural person. The name of the beneficiary or any other non-registrable name may be included by way of an account designation if completed exactly as described in the examples of correct forms below.

Type of Investor	Correct Form of Registration	Incorrect Form of Registration
Individual Usegiven names in full,not initials	Mrs Katherine Clare Edwards	K C Edwards
Company Use Company’s full title,not abbreviations	Liz Biz Pty Ltd	Liz Biz P/L or Liz Biz Co.
Joint Holdings Use full and complete names	Mr Peter Paul Tranche & Ms Mary Orlando Tranche	Peter Paul & Mary Tranche
Trusts Use the trustee(s) personal name(s)	Mrs Alessandra Herbert Smith	Alessandra Smith Family Trust
Deceased Estates Use the executor(s) personal name(s)	Ms Sophia Garnet Post & Mr Alexander Traverse Post	Estate of late Harold Post or Harold Post Deceased
Minor (a person under the age of 18 years) Use the name of a responsible adult with an appropriate designation	Mrs Sally Hamilton	Master Henry Hamilton
Partnerships Use the partners’ personal names	Mr Frederick Samuel Smith & Mr Samuel Lawrence Smith	Fred Smith & Son
Long Names	Mr Hugh Adrian John Smith-Jones	Mr Hugh A J Smith Jones
Clubs/Unincorporated Bodies/Business Names Use offce bearer(s) personal name(s)	Mr Alistair Edward Lilley	Vintage Wine Club
Superannuation Funds Use the name of the trustee of the fund	XYZ Pty Ltd	XYZ Pty Ltd Superannuation Fund
Put the name(s) of any joint Applicant(s) and/or account description using < > as indicated above in designated spaces at section D on the Application Form.