VICTORY MINES LTD (TO BE RENAMED MILESTONE CONNEX LTD) ACN 151 900 855

NOTICE OF GENERAL MEETING

TIME : 10.00am (WST) DATE : 5 August 2016 PLACE : The offices of Steinepreis Paganin Level 4, 16 Milligan Street PERTH WA 6000

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 9481 0389.

Business of the Meeting (setting out the proposed Resolutions)	3
Explanatory Statement (explaining the proposed Resolutions)	11
Glossary	58
Schedule 1 – Terms and Conditions of Performance Shares	60
Schedule 2 – Summary of Employee Incentive Option Plan	63
Schedule 3 - Summary of Employee Incentive Rights Plan	65
Schedule 4 - Terms and Conditions of Performance Rights	68
Schedule 5 – Valuation of Related Party Performance Rights	70
Annexure 1 – Pro Forma Balance Sheet	72
Proxy Form	attached

IMPORTANT INFORMATIO N

Time and place of Meeting

Notice is given that the Meeting will be held at 10.00am (WST) on 5 August 2016 at:

The offices of Steinepreis Paganin Level 4, 16 Milligan Street PERTH WA 6000

Your vote is important

The business of the 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 Meeting are those who are registered Shareholders at 5.00pm (WST) on 3 August 2016.

Voting in person

To vote in person, attend the 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 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 Shareholder 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.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

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 (ie 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 (ie 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 (ie 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; or
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 – ACQUISITION OF MILESTONE

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 the Essential Resolutions, for the purpose of ASX Listing Rule 11.1.2 and for all other purposes, approval is given for the Company to make a significant change in the nature and scale of its activities as described in the Explanatory Statement accompanying this Notice.”

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 – CREATION OF A NEW CLASS OF SECURITIES – PERFORMANCE SHARES

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 246B of the Corporations Act, clause 3.2 of the Company’s Constitution, and for all other purposes, the Company is authorised to issue Performance Shares on the terms and conditions set out in the Explanatory Statement.”

3. RESOLUTION 3 – ISSUE OF CONSIDERATION SECURITIES

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 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 the Milestone Shareholders (or their nominees):
(a) 116,444,179 post Consolidation Consideration Shares on the terms and conditions set out in the Explanatory Statement; and
(b) 116,444,178 post Consolidation Performance Shares on the terms and conditions set out in the Explanatory Statement comprising: (i) 38,814,726 post Consolidation Class A Performance Shares; (ii) 38,814,726 post Consolidation Class B Performance Shares; and

(iii) 38,814,726 post Consolidation Class C Performance Shares”

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 ADVISOR SHARES

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

“That, subject to and conditional on the passing of all 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 23,288,836 post Consolidation Advisor Shares to Merchant Corporate Finance Pty Ltd (or its nominees) on the terms and conditions set out in the Explanatory Statement.”

5. RESOLUTION 5 – ISSUE OF ADVISOR PERFORMANCE SHARES

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

“That, subject to and conditional on the passing of all 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 15,525,890 post Consolidation Advisor Performance Shares to Merchant Corporate Finance Pty Ltd (or its nominees) on the terms and conditions set out in the Explanatory Statement.”

6. RESOLUTION 6 – 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 on 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 200,000,000 post Consolidation Shares at an issue price of not less than 2 cents per Share to raise up to $4,000,000 on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

7. RESOLUTION 7 – 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) of the Corporations Act and for all other purposes, approval is given for the name of the Company to be changed to ‘ Milestone Connex Ltd’ .”

8. RESOLUTION 8 – ELECTION OF DIRECTOR – MR YARON GARMAZI

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

“That, subject to and conditional on the passing of all the Essential Resolutions, for the purpose of clauses 11.1 and 11.2 of the Constitution and for all other purposes, Mr Yaron Garmazi, a Proposed Director who being eligible and having consented to act, be appointed as a Director of the Company on and from Settlement.”

9. RESOLUTION 9 – ELECTION OF DIRECTOR – MR JASON KAPLAN

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

“That, subject to and conditional on the passing of all the Essential Resolutions, for the purpose of clauses 11.1 and 11.2 of the Constitution and for all other purposes, Mr Jason Kaplan, a Proposed Director who being eligible and having consented to act, be appointed as a Director of the Company on and from Settlement.”

10. RESOLUTION 10 – ELECTION OF DIRECTOR – MR 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 on the passing of all the Essential Resolutions, for the purpose of clauses 11.1 and 11.2 of the Constitution and for all other purposes, Mr Peter Wall, a Proposed Director who being eligible and having consented to act, be appointed as a Director of the Company on and from Settlement.”

11. RESOLUTION 11 – APPROVAL OF EMPLOYEE INCENTIVE OPTION 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 on the passing of all the 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 an employee incentive scheme titled Employee Incentive Option Plan and for the issue of securities under that 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 person who is eligible to participate in the employee incentive scheme and any associates of those persons, including 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:

(a) the proxy is the Chair; and
(b) 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 – ADOPTION OF EMPLOYEE INCENTIVE 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 on the passing of all the 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 an employee incentive scheme titled Employee Incentive Rights Plan and for the issue of securities under that plan, on the terms and conditions set out in the Explanatory Statement.”

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:

(a) the proxy is the Chair; and
(b) 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 PERFORMANCE RIGHTS – MR YARON GARMAZI

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

“That, subject to and conditional on the passing of all the 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 14,996,371 Performance Rights to Mr Yaron Garmazi (or his nominee) under the Employee Incentive Rights Plan in accordance with the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution by any Director who is eligible to participate in the employee incentive scheme in respect of which the approval is sought, 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:

(a) the proxy is the Chair; and
(b) 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.

14. RESOLUTION 14 – ISSUE OF PERFORMANCE RIGHTS – MR JASON KAPLAN

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

“That, subject to and conditional on the passing of all the 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 14,996,371 Performance Rights to Mr Jason Kaplan (or his nominee) under the Employee Incentive Rights Plan in accordance with the terms and conditions set out in the Explanatory Statement.”

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:

(a) the proxy is the Chair; and
(b) 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.

15. RESOLUTION 15 – ISSUE OF PERFORMANCE RIGHTS – MR 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 on the passing of all the 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 2,142,339 Performance Rights to Mr Peter Wall (or his nominee) under the Employee Incentive Rights Plan in accordance with the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution

by any Director who is eligible to participate in the employee incentive scheme in respect of which the approval is sought, 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:

(a) the proxy is the Chair; and
(b) 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.

16. RESOLUTION 16 – CONSOLIDATION OF CAPITAL

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

"That, subject to all other Resolutions in this Notice being passed, pursuant to section 254H of the Corporations Act and for all other purposes, the issued capital of the Company be consolidated on the basis that:

(a) every 2.857 Shares be consolidated into one (1) Share; and
(b) every 2.857 Options be consolidated into one (1) Option,

and, where this Consolidation results in a fraction of a Share or an Option being held, the Company be authorised to round that fraction up to the nearest whole Share or Option (as the case may be)."

17. RESOLUTION 17 – RATIFICATION OF PRIOR ISSUE – SHARES

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 7.4 and for all other purposes, Shareholders ratify the issue of 2,970,604 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue 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.

Dated: 28 June 2016

By order of the Board

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Terence Clee Non-Executive Director

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.

1. BACKGROUND TO THE PROPOSED ACQUISITION OF MILESTONE SPORT, LTD

1.1 General background

The Company was incorporated on 4 July 2011 and was admitted to the Official List of the ASX on 9 October 2012. The Company’s primary operations during this time has been mineral exploration. Details of the Company’s most recent activities are set out in its Quarterly Activities Report announced to ASX on 28 April 2016. For the past 12 months, the Company has been evaluating alternative corporate opportunities, both in Australia and overseas.

As announced on 6 April 2016, the Company has entered into a conditional binding heads of agreement ( HOA ) to acquire 100% of the issued shares in Milestone Sport, Ltd (an entity incorporated in Israel) ( Milestone ) ( Acquisition ) from the shareholders of Milestone ( Milestone Shareholders ). Milestone is focused on developing low-cost, wearable sensor technology together with data analytics to create a revolutionary marketing platform for consumers, retailers, manufacturers and advertisers involved in the sports industry ( Milestone Technology ).

The Acquisition is conditional on, among other things, the Company obtaining all necessary regulatory and shareholder approvals to effect the Acquisition and satisfying all other requirements of ASX for the reinstatement to official quotation of Victory’s Shares on the ASX.

A summary of the material terms of the HOA is set out in Section 1.6(a) below.

This Notice of Meeting sets out the Resolutions necessary to complete the Acquisition and associated transactions. Each of the Resolutions are conditional upon the approval by Shareholders of each of the Essential Resolutions. If any of the Essential Resolutions are not approved by Shareholders, all of the Resolutions will fail and Settlement will not occur.

A summary of the Resolutions is as follows:

(a) as the Company is currently a mineral exploration company, the Acquisition, if successfully completed, will represent a significant change in the nature or scale of the Company’s operations to a technology company, for which Shareholder approval is required under ASX Listing Rule 11.1.2 (Resolution 1);
(b) the creation of a new class of shares, being the Performance Shares (the terms and conditions of which are set out at Schedule 1) (Resolution 2);
(c) the issue at Settlement of:
(i) 116,444,179 post Consolidation Shares ( Consideration Shares ) to the Milestone Shareholders (or their nominees) in the proportions determined by Milestone; and
(ii) 116,444,178 post Consolidation Performance Shares divided into three tranches of 38,814,726 ( Performance Shares ) to the Milestone Shareholders (or their nominees),

(together, the Consideration Securities ) (Resolution 3);

(d) the issue at Settlement of 23,288,836 post Consolidation Shares ( Advisor Shares ) to Merchant Corporate Finance Pty Ltd in consideration for those persons assisting with the Acquisition and Capital Raising (defined below) (Resolution 4);
(e) the issue at Settlement of 15,525,890 post Consolidation Performance Shares ( Advisor Performance Shares ) on the terms and conditions set out in Schedule 1 to Merchant Corporate Finance Pty Ltd in consideration for those persons assisting with the Acquisition and Capital Raising (defined below) (Resolution 5);
(f) the Company will need to re-comply with Chapters 1 and 2 of the ASX Listing Rules and, to achieve this, must successfully undertake a capital raising by issuing up to 200,000,000 post Consolidation Shares at not less than 2 cents per Share to raise up to $4,000,000 via a prospectus ( Capital Raising ) (Resolution 6);
(g) the change of the Company’s name to “Milestone Connex Ltd” at settlement of the Acquisition ( Settlement ) (Resolution 7);
(h) the appointment of 2 Proposed Directors nominated by Milestone to the Board, being Messrs Yaron Garmazi and Jason Kaplan (Resolutions 8 and 9)
(i) the appointment of Proposed Director Mr Peter Wall (Resolution 10);
(j) the adoption of an employee incentive option plan (Resolution 11);
(k) the adoption of an employee incentive rights plan (Resolution 12);
(l) the issue of performance rights to Messrs Yaron Garmazi, Jason Kaplan and Peter Wall under the employee incentive rights plan (Resolutions 13, 14 and 15);
(m) the consolidation of the Company’s existing issued capital (Resolution 16), and
(n) the ratification of Shares issued to John Kelly in consideration for the repayment of a Convertible Note held by him in the Company (Resolution 17) (not an Essential Resolution),

together, the Essential Resolutions (except for Resolution 17).

The valuation and number of Shares to be issued in consideration for the Acquisition was determined through arm’s length negotiations between the Directors and the Milestone board of directors. In determining the purchase price for Milestone, the Directors of the Company took into account the following considerations:

(a) internal revenue and profit forecasts of Milestone. However, those forecasts cannot be stated publically as they do not comply with ASIC guidelines (in particular, ASIC Regulatory Guide 170 which requires directors to have a reasonable basis for disclosing forecast financial information);

(b) the last prices at which Milestone raised equity funding from third party investors;
(c) Milestone’s future prospects based on the status of the Milestone Technology, in particular the Milestone Pod and interest from third parties; and
(d) representations from the Milestone directors as to the price at which a takeover offer for Milestone would be likely to succeed.

The Company confirms that no formal valuation process in respect of Milestone was undertaken through the engagement of independent advisers.

The final price was determined through arm’s length negotiations that took place over a number of weeks between the directors of Milestone and the Directors of the Company. As with the acquisition of any business or asset that does not have a meaningful track record of revenue and profitability, there is not always a good valuation methodology available when determining the purchase price and the Directors were required to take into account qualitative factors such as those set out above in coming to a decision on price and it was based on these reasons that the consideration payable would consist entirely of scrip which would be subject to escrow provisions (no cash component) so that the value would ultimately be dependent upon the success of the Milestone business itself following completion of the Acquisition.

1.2 Overview of Milestone Sport, Ltd

(a) Industry Overview and Background

Milestone was incorporated in Israel on November 13, 2012 by Jason Kaplan, Tzach Goren and Meir Machlin. The MilestonePod came from the desire of a running shop owner (Tzach) to better serve his customers. Tzach knew old shoes can lead to impact and gait changes, and thus, injury. His search for an easy and inexpensive shoe odometer came up short. When he consulted with his running “tech” friends, Jason and Meir, they personally understood this market need. Soon, the shoe odometer idea expanded to include gait tracking as well, and the MilestonePod was born.

Today, the Milestone team includes experts in biomechanics, software/firmware development, data base development, delivering low-cost consumer electronics and sports marketing.

Milestone’s mission is to build accurate, accessible and affordable products and platforms that connect athletic brands, retailers and consumers in a whole new way.

Milestone is a sports technology company focused on connecting retailers and brands to consumers through its wearable marketing platform ( WMP ). The WMP collects comprehensive data from a low-cost sensor ( MilestonePod ) worn on the consumer’s shoe that wirelessly syncs to a mobile device. This real-life data results in meaningful, personal and timely direct marketing, the future of retailer and brand loyalty.

The MilestonePod collects gait metrics such as foot strike, cadence, stance time and rate of impact in addition to traditional data such as distance, duration and pace available from existing wearable devices. Using the MilestonePod, Milestone is able to collect valuable data on the

running habit of the consumer and link the running habit to user information such as gender, height, age, shoe brand and model. In addition, the WMP provides summarised statistics for users through the free MilestonePod App.

Milestone’s business strategy is to provide affordable and simple shoeworn devices that give brands and retailers the ability to meet the real needs of customers beyond the point of sale, in real time, automatically, and at a low cost. This unique model allows Milestone to generate revenue from device sales and recurring revenue for access to the marketing platform and data analytics. Due to the experience and expertise of the founders in technology, marketing, retailing and biomechanics, the business will be able to develop products beyond running, which bridge direct marketing and wearables. Future opportunities include additional sports and the health industry (such as fall prediction), where the hardware and platform audience will be insurance, medical groups or association partners.

As announced by the Company on 7 June 2016, the MilestonePod wearable device and the MilestoneConnect platform are now available in Australia.

(b) Wearable Marketing Platform

Milestone’s platform uniquely enables retailers and brands to deliver tailored messages to their customers based on a combination of their personal profile, the products they are using, and the activities they are completing.

Milestone’s primary products for retailers and brands are:

MilestoneConnect – A powerful yet easy to use suite of tools for delivering highly tailored and real-time messages, offers and coaching; and
MilestoneInsights – Big data analytics providing actionable marketing, product development and competitive insights.

Retailers, brands and manufacturers can now access Milestone’s MilestoneConnect platform, to help drive customer loyalty and access valuable analytics and user data. The MilestoneConnect platform connects consumers to large and small retailers, leading brands and manufacturers and affords them the ability to automatically collect valuable user data through the MilestonePod. In turn, retailers and brands can deliver highly targeted, personalised marketing, coaching and product promotion directly to the user at the exact moment of need, increasing their intentions to repeat purchase.

(c)

MilestonePod

The MilestonePod is a low cost, easy to use yet highly valuable foot-pod for runners and walkers. The device offers an unmatched combination of data to help runners enhance their performance, reduce the probability of injury and ensure the proper shoe selection. This combination is what makes the device unique. No other device currently provides such impactful information at this cost and with such a simple interface. The device can be used stand-alone as a runner’s only wearable electronic or, because of its low cost and ease of use, it can

be used in conjunction with tools a runner already uses. Milestone estimate that the current number of MilestonePod users in the United States is 7,000 and that they have synced over 1,300,000 Kilometres of running and walking. User growth has slowed since March 2015 due to shortage of certain colours of inventory as we designed our new device and began production. The new device is expected to be available in August 2016 at which time we anticipate rapid growth in users and data.

Another critical differentiator is the communication it enables. Consumers expect more personalised messages from retailers, brands, coaches and others. Existing apps and devices fail on this measure. The MilestonePod finally enables consumers to be treated as “markets of one” and receive highly personalised, useful and real-time messages.

The MilestonePod is now available in the Australian market for consumers to purchase online at www.milestonepod.com.au for $49.95. The MilestonePod is an affordable, shoe-worn device that syncs to a free MilestonePod App post-run or walk.

Revenue Potential

Milestone’s platform bridges two large and shifting markets, where technology is causing dramatic changes, and creating huge revenue opportunities.

Digital Marketing. Milestone believes that digital advertising is potentially the fastest growing category of global spending on media. Marketers spent US$19.20 billion on mobile internet advertising in the United States in 2013 and US$42.63 billion (up 122.1%) in 2014.[1] Much of this marketing is targeted to a consumers’ location and social media activity. Milestone believe that they have the potential to capture a meaningful portion of this digital marketing spend.
Wearables. Milestone believes that the worldwide wearable device market (commonly referred to as wearables) will see growth as new devices that are built upon the hardware and software of their predecessors reach the market. As wearable devices become more capable and ubiquitous, they are transforming the fitness market. Milestone believes it is uniquely positioned to capture a large portion of this market because our devices align so well with retailer loyalty strategy and their desire to connect with every customer through a WMP.

The convergence of these markets provides Milestone with an opportunity to be the Wearable Marketing Platform to the growing sporting goods industry. Milestone is focused on the global athletic footwear market - which had a value of $74 billion for footwear alone in 2011,[2] and more specifically, for the US in 2013 there were sales of 46.25 billion running shoe units valued at US$3.9 billion[3] - because of the large market that provides a foothold with major sporting goods retailers and

1 “Mobile Ad Spend to top $100 billion worldwide in 2016, 51% of Digital Market” (April 2015) (www.eMarketer.com) 2 “Global Athletic Footwear Market to be driven by Increasing Interest of Youth in Sports, Set to Rise to UD$84.4bn by 2018” (September 2015) (http://www.taffglobal.com/footwear-accessories/global-athletic-footwear-market-drivenincreasing-interest-youth-sports-set-rise-us84-4-bn-2018/)

3 “2014 State of the Sport – Part II: Running Industry Report” (June 2014) ( http://www.runningusa.org/2014-state-of-thesport-part-ii-running-industry-report )

brands. From there, Milestone will attempt to rapidly expand to be the loyalty platform for all sports.

The Australian market represents a significant opportunity for Milestone, with a highly active and technology savvy population in demand of the next best wearable technology and devices to improve their performance. The Australian market boasts a sporting goods sector worth $3.5 billion[4] and provides the MilestoneConnect platform with an opportunity to leverage the desire of retailers and brands as they seek to find new ways to engage with consumers and promote strong customer loyalty amidst a competitive market.

Milestone has already commenced its sales and marketing strategy in the Australian market and is in discussions with a number of leading sports retailers and brands. Milestone intend to release an all-new MilestonePod design throughout the US and Australia by August 2016.

(d) Milestone Team

The Milestone management team consists of the following experienced leaders:

(i) CEO – Yaron Garmazi

Yaron brings 23 years’ experience of leading technology companies through all stages. Yaron spent most of his career leading early or mid-stage start-ups from zero to more than US$100M in revenues. Yaron led five U.S. public offerings and six mergers & acquisitions. Among his previous companies were Nogatech that went public in Nasdaq and sold for almost US$200M to Zoran and Passave that was acquired for more than US$300M to PMC Sierra during a Nasdaq public offering. Yaron is also a passionate endurance athlete, having completed six Marathons and two Ironman distance events.

(ii) President and Co-Founder – Jason Kaplan

Jason has worked in technology start-ups for over 17 years. His responsibilities have included senior management roles in sales, business development, channel development and marketing. Just prior to Milestone, Jason led business development at Sensics, a wearables virtual reality goggle company. Other positions have included being the first sales leader at Akamai, Digex and Motista, as well as various consulting roles. Jason brings passion, leadership and vision to the team day in and day out and when time permits, Jason is an avid runner having completed a number of marathons and half marathons. Jason has a Bachelor of Business Administration.

4“Is Decathlon the Aldi of Australia’s $3.5b sporting goods market (http://www.smh.com.au/business/retail/isdecathlon-the-aldi-of-austs-35b-sporting-goods-market-20160328-gns3sq.html)

(iii) CTO and Co-Founder – Meir Machlin

Most recently Meir worked with Jason at Sensics, where he was responsible for technology design and production of wearables, including virtual reality goggles. Prior to that, Meir was the first R&D Manager at PrimeSense, the developer of the sensors inside the Microsoft Kinect. His responsibilities included managing all of R&D and system design, and overseeing multidisciplinary development teams. Before PrimeSense, Meir spent almost ten years in the defence industry developing advanced technologies. As an experience technology leader and a serious athlete (multiple Ironman distances events, a 2:48 marathon personal record and almost weekly ultra-marathons), Meir is the perfect fit to lead Milestone R&D. Meir has a Bachelor of Science and Master of Science (Electrical Engineering).

(iv) Business Development and Co-Founder – Tzach Goren

Tzach opened the first specialty endurance retail stores in Israel 17 years ago and operated them until co-founding Milestone. He has tremendous knowledge of retailing, distribution and the needs of runners and other athletes. Tzach sees the momentum behind sensor-based products in the sports market and knows how to apply these products for the benefit of retailers and consumers. Tzach brings 20 years of experience in starting and growing businesses. Tzach enjoy cycling and running and has completed a dozen marathons and two Ironman distance events. He is also a certified triathlon coach. Tzach studied management and economics.

(v)

VP Marketing and Communications – Nancy Rowe

Nancy brings 18 years of experience in integrated brand marketing and product launches, both regionally and globally. Prior to joining Milestone, Nancy served in global marketing roles at PUMA and SRAM and spent over a decade at NIKE. Nancy has held roles touching all aspects of marketing, including events, retail, grass-roots, production, public relations, copy writing, branding and strategy. She has the talent needed to bring Milestone to marketing to both the business to business (B2B) and business to consumer (B2C) audiences. Additionally, Nancy is a veteran ultra-marathoner, having participated in approximately 50 ultra-distance races. Nancy dreams of breaking 24 hours in her favourite distance of 100 miles. She currently holds a personal record of 24 hours and 30 minutes. Nancy has a Master of Arts (Corporate Communications and Public Relationship) and a Bachelor of Arts (Communications and Writing).

(vi) Director of Research – Stephen Suydam

Stephen combines his years of mechanical and electrical engineering experience with a PhD in Biomechanics to develop sport related performance and health metrics. He comes with a strong research background and specializes in gait and movement analysis. Steve is published in four Journals and is a member of the International and American Societies of Biomechanics. He enjoys almost every sport, including running,

so Milestone allows him to make his hobbies a profession. Stephen has a PhD and Master of Science in Biomechanics and Movement Science and a Bachelor of Science (Mechanical Engineering).

(e)

Competition and Market Share

Many products and technologies exist for tracking sports activities, but none exist as part of a marketing platform that enables retailers and brands to quickly and easily tailor their marketing based on real-life, realtime information. Retailers and brands that have invested in loyalty and marketing systems rely on transaction activity to determine the messages they promote to their customers. For instance, most loyalty systems reward customers with a discount on future purchases based on the amount of purchases they have made in the past. Some of the most sophisticated marketing systems monitor the shopping activities of customers, both on-line and in-store, to encourage their customers toward making a purchase.

These approaches are unsophisticated in that they essentially abandon the customer after the sale. They know nothing about the customer’s use of the product, what other products they use, and their satisfaction levels with the product. They also provide little information or support to the customer after the sale. Milestone’s platform leapfrogs the capabilities of the best systems on the market by allowing retailers and brands to incorporate this level of understanding into their marketing operations. As a first mover with this type of technology, Milestone will be the de facto standard for wearables based marketing in the sports and fitness arenas.

The platform relies on an inexpensive wearable that simultaneously delivers tremendous benefits to the user. There are many products on the market used for tracking sports activities, particularly running and walking. However, Milestone believes that these companies are unlikely to develop devices with the sole purpose of being low cost and enabling a loyalty platform. These firms compete as consumer electronics companies, fiercely competing in tracking devices, smartwatches and other general purpose devices at premium prices, rather than being fully functional and inexpensive like the wearables produced by Milestone.

(f)

Business Model

Milestone’s business strategy is to provide affordable and simple shoeworn devices that give brands and retailers the ability to meet the real needs of customers beyond the point of sale, in real time, automatically, and at a low cost. This unique model allows Milestone to generate revenue from device sales and recurring revenue for access to the marketing platform and data analytics. Due to the experience and expertise of the founders in technology, marketing, retailing and biomechanics, the business will be able to develop products beyond running, which bridge direct marketing and wearables. Future opportunities include additional sports and the health industry (fall prediction), where the hardware and platform audience will be insurance, medical groups or association partners.

The WMP includes three revenue models for Milestone:

(i) Hardware/ MilestonePod – Milestone manufactures a wearable device, the MilestonePod, which is used by consumers and

enables an automated communication platform. The MilestonePod was developed and is manufactured by Milestone. These devices were built to be low cost and easy to use so that a retailer can provide MilestonePods to a large percentage of their customers. Once production is scaled, Milestone believe that they can manufacture the MilestonePods at a cost of approximately A$10.00 or less and intend on targeting a gross margin of 35% or higher once sales are ramped.

(ii)

Wearable Marketing Platform / MilestoneConnect – Retailers, brands, races and other entities are used to paying ongoing fees for marketing services including online, email, print, customer relationship management (CRM) and more. The MilestoneConnect platform is an additional marketing service a company can subscribe to with a major differentiator being the data available for targeting. A retailer will be able to track detailed “real world” activity in real time and combine it with user and product information to automate highly personalised, oneto-one marketing. Milestone’s business model is to charge the retailer/brand a monthly subscription fee based on the number of users available for marketing. As an example, if a retailer has 100,000 customers using MilestonePods (meaning syncing runs), then the retailer will pay a monthly fee for each 100,000 customers receiving marketing messages. It is estimated that the US market has almost 30 million core runners and 78 million core walkers all of whom are potentially available to receive marketing via our WMP and therefore can generate monthly subscription fees.[5]

(iii)

Data / MilestoneInsights –the Milestone database contains a unique combination of user, usage and product information that enables a data analytics subscription service. Brands and large retailers make significant investment in market research data to make decisions related to marketing, product development, sales strategy and other issues. The MilestoneInsights product will be a subscription based service where Milestone owns the data and provides access rights to various customers.

To date, Milestone have shipped approximately 15,000 MilestonePods (the current version) to retailers and shoe brands in the US. A primary purpose of this distribution was to stabilise the Milestone product and the WMP. On release of the new MilestonePod design, Milestone will seek to close a small number of major deals with some of the mid/big size retailers in the US and Australia. Milestone are also in advanced negotiations with a mid-size brand manufacture in the US and have signed two distribution deals in Israel and Thailand pursuant to which the entities receive exclusive rights to distribute the MilestonePod and WMP in the respective jurisdiction for a period of up to one year in Israel and up to 3 years in Thailand. Each distribution agreement can be extended for a further 3 years if the entity orders a specific quantity of between 5,000 and 15,000 pods per year. The MilestonePod distribution is the enabler of the WMP and the distributors have the ability to sell the WMP service with a subscription revenue.

5 2013 Sports, Fitness and Leisure Activities Topline Participation Report (http://espn.go.com/pdf/2013/1113/espn_otl_sportsreport.pdf)

The overall plan is to sign retailers in the US, Australia and later in Europe as well as local distribution deals in the smaller markets.

(g) Key Distribution Partnerships

Milestone currently has 5 key distribution partnerships in place with Dick’s Sporting Goods Pittsburgh Marathon, Newton Running, Potomac River Running Store, Road Runner Sports and GNC LiveWell.

These partnerships each represent important customers in various segments.

The Dick’s Sporting Goods Pittsburgh Marathon engaged Milestone Sports to deliver the industry’s first wearables based interactive training platform for participants in a Marathon/Half-Marathon. The organizers of the race, P3R, wanted to “gamify” training to increase runner engagement. The marathon initially bought 2,000 MilestonePods for US$8.00 each to distribute to runners and committed to paying a platform fee of US$0.33 per runner per Pod for the six months leading up to the race. P3R then bought another 500 Pods as many runners wanted more than one device to have Pods on all their training shoes. P3R has told Milestone the Leaderboard program exceeded all expectations and have commited to expanding the program for the 2017 race.

Newton Running is a boutique running shoe manufacturer with distribution globally. They understand the value of using the Milestone platform to market and coach runners. In January 2015 Milestone delivered an initial test order of 500 Pods. Newton sold out in six weeks and placed a second order of another 500 Pods. Newton has now sold out of that order and negotiations are underway for a much larger strategic deal.

Potomac River Running represents the run specialty segment of the market. They have 8 stores in the Washington DC area, have a business managing races and have a training business. Potomac River Running has placed four orders for Pods in the past six months (20, 40, 80 and most recently 160) and about to roll out Pods to every runner in their fall Marathon training groups. These ~300 runners will have access to an interactive training Leaderboard to drive engagement sales. Potomac River Running has also committed to begin using MilestoneConnect to deliver automated offers to customers and will pay a subscription fee of US$0.40 per Pod per month for the right to deliver targeted marketing.

Road Runner Sports is the largest specialty run store in the US. They previously ordered 1,000 MilestonePods to use in test stores at a cost of US$10.00 per device. They have been testing our ShoeFit product where they would use a MilestonePod to help customers get fit for a shoe and which should lead into a sale of the Pod. We are negotiating an order for 10,000 Pods now to expand the testing to all locations.

GNC Livewell previously bought 2,500 MilestonePods to sell at endurance races where GNC is a sponsor. We gave them an introductory rate of US$5 per Pod and they prepaid US$0.125 cents per Pod per month for marketing. We are now working with GNC to expand the races in which we are involved.

(h) Strategy Post Listing

Milestone’s first priority is to become the loyalty standard for running in the U.S and Australia in an attempt to capitalise on the Australian and US markets and obtain a foothold to major brands and retailers. We will relaunch the brand to the world, especially the running industry, to create awareness and demand by announcing this new branding, new products, new athletes and a new global focus.

Milestone intends to then expand internationally, as the WMP requires only minimal modification to support other geographic markets. Simultaneously, Milestone then intends to broaden the product set to include other sports, such as soccer, tennis, and basketball. It is anticipated that such a transition will be relatively straight forward as performance in most sports begins with footwork, and the technology within the MilestonePod can be adapted to capture and analyse the metrics that are appropriate for any sport. As a result, Milestone aims to have its WMP used by the sporting goods industry.

Milestone’s business plan also allows for expansion into the healthcare market. Milestone has completed research that confirms the efficacy of using the underlying technology in the MilestonePod to predict the likelihood of someone falling. The Milestone HealthPod will assist those that are vulnerable to falling, by identifying that risk before a fall occurs, and by offering therapies through the platform to reduce its likelihood.

Milestone currently employs a direct sales model to engage retailers and brands in the U.S. As with most sales to large companies, the campaign is a complex one, requiring some tailoring to ensure the platform is positioned properly in the context of the prospect’s business model and existing loyalty and marketing systems. For its international sales and Business development, Milestone intends to evaluate each market to determine if a direct or distribution model is most appropriate.

(i) Intellectual Property

Milestone has submitted two non-provisional utility patent applications and one provisional utility patent application patents to the United States Patent and Trademark Office ( USPTO ), however at this stage no patents have been granted. Please see the risk factor in Section 1.15(b)(xi).

The First Patent Application was focused on Milestone’s core business of collecting data from a device on shoes, gathering certain data in a database in the cloud and using a platform to automate offers, advice and other communication ( First Patent Application ). The First Patent Application is entitled Interactive Communication related to Usage Data Progression Data” (Pub.No.:US2014/0136324A1) and claims benefit of the provisional patent application, which was originally filed in November 2012.

The First Patent Application was rejected by the USPTO at first instance. Milestone has responded to the rejections, and the First Patent Application is currently under a Request for Continued Examination ( RCE ) at the USPTO. The Company has been advised that a decision on this RCE will be received in the coming months.

The second patent application is entitled “Devices and Methods for determining Step Characteristics.” This patent application was filed in

November 2015 and is focused on the health elements of the MilestonePod and our platform, including fall prediction.

Milestone also own several word and image trademarks and several domain names.

1.3 Re-compliance with Chapters 1 and 2 of the Listing Rules

ASX has advised the Company that, given that the Company is proposing to make a change in its activities from a mineral exploration company to a technology company, it has exercised its discretion to require the Company to recomply with Chapters 1 and 2 of the ASX Listing Rules prior to the Company completing the Acquisition.

For this purpose, the Company will be required to re-comply with the conditions to listing on ASX set out in Chapters 1 and 2 of the ASX Listing Rules in order to achieve Settlement and before it can be re-instated to trading on ASX following Settlement.

ASX Listing Rule 2.1 Condition 2 provides that it is a condition of quotation of the main class of a company’s securities of an entity seeking admission to ASX that the issue price of the securities for which the company seeks quotation must be at least $0.20 in cash. In addition, ASX Listing Rule 1.1 Condition 11 provides that for an entity to be admitted to the official list, the exercise price for any options on issue must be at least $0.20 in cash.

On 20 June 2016, ASX granted the Company a waiver from the requirements outlined above to enable the Company to issue securities for the purpose of satisfying ASX Listing Rule 2.1, Condition 2 at not less than $0.02 per Share with all Options issued having an exercise price of not less than $0.02 after the completion of the Acquisition. This waiver is subject to Shareholders approving the Company undertaking the Capital Raising at not less than $0.02.

1.4 Capital Raising

For the purposes of the Company re-complying with Chapters 1 and 2 of the ASX Listing Rules, the Company intends to undertake the Capital Raising through the issue of up to 200,000,000 post Consolidation Shares at not less than $0.02 per Share to raise up to $4,000,000.

Funds raised under the Capital Raising are intended to be used in the manner set out in Section 1.5.

The Company expects to lodge a prospectus for the Capital Raising with ASIC before the date of the General Meeting. The Capital Raising is intended to be completed in accordance with the timetable set out in Section 1.10.

1.5 Use of funds

Following Settlement, the Company expects to use its cash funds as follows (excluding any revenues to be received by Milestone from its business which will increase the total funds available to the Company):

FUNDS AVAILABLE1	Minimum Subscription ($3,500,000)	Percentage of Funds %	Maximum Subscription ($4,000,000)	Percentage of Funds %
Cash reserves of the Company (post Acquisition)2	$20,000	1%	$20,000	0.5%
Funds raised from the Capital Raising3	$3,500,000	99%	$4,000,000	99.5%
TOTAL	$3,520,000	100%	$4,020,000	100%
ALLOCATION OF FUNDS	Minimum Subscription ($3,500,000)	Percentage of Funds %	Maximum Subscription ($4,000,000)	Percentage of Funds %
Sales and Marketing4	$958,000	27%	$1,115,000	28%
Research and development5	$1,010,000	29%	$1,165,000	29%
Working capital6	$159,000	5%	$240,000	6%
General and Administrative7	$407,000	12%	$473,000	12%
Repayment of loans8	$500,000	14%	$500,000	12%
Expenses associated with the Acquisition9	$486,000	14%	$527,000	13%
TOTAL	$3,520,000	100.0%	$4,020,000	100%

Notes

No amounts have been included for revenues that will be received by Milestone from its business after Settlement which will increase the total funds available to the Company.
These funds represent existing cash held by the Company and Milestone as at 31 March 2016 adjusted for transactions associated with the Acquisition as if they had occurred on 31 March 2016. The Company and Milestone will incur costs and receive revenues within the ordinary course of their respective businesses after 31 March 2016 which will change this amount prior to Settlement.
Under the Minimum Subscription scenario above, it is assumed that 175,000,000 Shares are issued at an issue price of $0.02 each to raise $3,500,000. Under the Maximum Subscription scenario above, it is assumed that 200,000,000 Shares are issued at an issue price of $0.02 each to raise $4,000,000.
Marketing includes all costs related to advertising and promoting Milestone’s product. Business development & sales includes all business development and outbound evangelism costs, including trade shows, corporate events, non-marketing sponsorships and the cost of business development staff.
Research and development costs include:
(a) payroll & payroll taxes;
(b) contractors;
(c) laboratory and other testing and analysis expenses; and
(d) employee benefits.
Working capital and corporate administration costs include the general costs associated with the management and operation of the business including administration expenses, repayment of interest accrued on the loans, management salaries, directors’ fees, rent and other associated costs.
General and Administrative costs include:

(a) Salaries (including termination payment of $130,000 due to James Ellingford in accordance with Dr Ellingford’s director contract with the Company);
(b) consultants fees;
(c) office related maintenance;
(d) travel;
(e) accounting and audit;
(f) payment of historical creditors; and
(g) general expenses.
Milestone and the Company intend to obtain loans with an aggregate total of up to $500,000. The funds from these loans will be used by both Victory and Milestone for working capital costs up to Settlement. The loans will be unsecured, attract interest of 6% per month (for Victory) and 6% per annum (for Milestone), are repayable following Settlement, cannot be converted into Company Shares and are otherwise on standard commercial terms. The Company will make an announcement at the time of entering into these loans. The interest to be paid on these loans will come out of the Company’s working capital.
Refer to the table below for the itemised costs of the expenses associated with the Acquisition:

Estimated Costs of Acquisition	Minimum Subscription ($3,500,000)	Maximum Subscription ($4,000,000)
ASX Fees	$84,646	$85,196
ASIC Fees	$2,320	$2,320
Legal and Due Diligence Expenses	$80,000	$80,000
Shareholder Meeting and Share Registry Costs	$20,000	$20,000
Other (including audit, travel, printing and mailing costs)	$89,000	$100,000
Capital Raising Fees	$210,000	$240,000
TOTAL	$486,000	$527,000

The above tables are statements of current intentions as of the date of this Notice of Meeting. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

1.6 Key Contracts

(a) HOA

The HOA dated on or about 6 April 2016 sets out the terms upon which the Company has agreed to acquire 100% of the issued shares in Milestone from the Milestone Shareholders.

The material terms of the HOA are as follows:

(i) ( Consideration ): Subject to satisfaction or waiver of the conditions precedent, in consideration for the Acquisition, Victory has agreed to issue upon Settlement, the following securities to the Milestone Shareholders (all on a postConsolidation basis):

(A) 116,444,179 post Consolidation Consideration Shares; and
(B) 116,444,178 post Consolidation Performance Shares. Each of the Performance Shares will convert into one Share upon satisfaction of the relevant milestone set out below:
(I) 38,814,726 post Consolidation Performance Shares ( Class A Performance Shares ) will convert in the event that the Board of the Company announces the availability of the fall prediction prototype within 12 months from Settlement;
(II) 38,814,726 post Consolidation Performance Shares ( Class B Performance Shares ) will convert in the event that the Company and/or Milestone collectively sell 150,000 units of MilestonePods within 24 months from Settlement; and
(III) 38,814,726 post Consolidation Performance Shares ( Class C Performance Shares ) will convert in the event that the Company (on a consolidated basis) generates US$10,000,000 of aggregated overall revenue from the Milestone business and any derivatives thereof within 36 months from Settlement,

(together the Consideration Securities ).

(ii) ( Conditions Precedent ): Settlement of the Acquisition will be subject to a number of conditions precedent, including, but not limited to:
(A) completion of due diligence by the Company on Milestone’s business, assets, operations, financial position, financial performance and any further matters relevant to Milestone, in each case to the satisfaction of the Company;
(B) each of the Milestone Shareholders agreeing to sell (or being legally required to sell) all of their Milestone shares ( Milestone Shares ) to the Company for the consideration set out above;
(C) Milestone preparing audited accounts for the shorter period of three years and the date of incorporation of Milestone and delivering those accounts to the Company;
(D) the Company, Milestone and Milestone Shareholders obtaining all necessary shareholder and regulatory approvals in relation to the Acquisition and other matters contemplated by the HOA (including, but not limited to, conditional approval for the Company’s Shares to be reinstated to quotation on ASX following completion of

the Acquisition, on conditions satisfactory to the Company);

(E) consolidation of the Company’s existing Shares at a ratio to be agreed with Milestone, provided that the consolidation ratio shall not be more than 1 for 2.857 ( Consolidation );
(F) the Company lodging a prospectus with ASIC to raise no less than $3.5 million via an offer of Shares pursuant to that prospectus at an issue price of not less than $0.02 each (post Consolidation) so that the Company has a minimum net cash balance of at least $3 million at Settlement, or such amount as necessary to satisfy the ASX Listing Rules ( Capital Raising );
(G) if required, each of the Milestone Shareholders waiving all pre-emptive and other rights over any of the Milestone Shares conferred by the constituent documents of Milestone, any shareholders’ agreement relating to Milestone, or in any other way (if any);
(H) each Milestone Shareholder entering into a restriction agreement whereby they agree to an escrow period on their Consideration Shares and Performance Shares for a period of 12 months from Settlement or such longer period as mandated by ASX; and
(I) the Milestone Shareholders have received a tax ruling, in customary form in connection with the transaction contemplated under the HOA, which defers the payment of taxes for 24 months (for 50% of the Shares received) and for 48 months (for the remaining 50% of the Shares received),

(together, the Conditions Precedent ).

The Conditions Precedent to completion of the Acquisition must be satisfied (or waived) within 4 months from the date of the HOA (or such later date as Milestone and the Company may agree).

(iii) ( Equity Incentive Plan ) Prior to Settlement, the Company will obtain Board and Shareholder approvals for the adoption of an equity incentive plan ( Plan ) that provides for Shares, options or right to Shares to be issued equal up to 15% of the Company's fully diluted Share capital (post Settlement) to be issued to key employees or consultants of Milestone (with the allocations and performance criteria to be agreed between Milestone and the Company).
(iv) ( Board changes ): The Company must cause all but one of the existing Directors to resign as directors at Settlement of the Acquisition. Pursuant to the Acquisition, Milestone will appoint Yaron Garmazi, Jason Kaplan and Peter Wall as directors of the Company. The Company intends to also appoint up to one other person as a Director (not determined at the date of this Notice.

(v) ( Success Fee ): the Company has agreed to issue 23,288,836 Advisor Shares and 15,525,890 Advisor Performance Shares ( Advisor Securities ) (both on a post Consolidation basis) to certain parties and advisors for assisting with the Acquisition and Capital Raising.

The HOA otherwise contains terms, conditions and restrictions which are customary for an agreement of its nature.

(b) Working Capital Loan

Concurrently with the execution of the HOA, the Company has extended to Milestone a convertible loan facility in an aggregate amount of US$500,000, to be documented under a convertible loan agreement, to provide working capital funding ( Loan ). The key terms of the Loan are as follows:

(i) the Loan will be for an amount of US$500,000, unless the Company extends the end date under the HOA by 1 month, in which case the Loan will increase by an amount of US$100,000 to US$600,000;
(ii) the Loan proceeds are to be used solely in accordance with Milestone’s operating budget as agreed between the parties and contained in the HOA;
(iii) the Loan will be available 2 business days following execution of the loan agreement; and
(iv) repayment of the Loan will be occur on the earlier (to the extent such occurs) of:
(A) should Settlement occur, the Loan will become an intercompany loan with repayment to be agreed between the Company and Milestone; and
(B) should Settlement not occur, unless the parties agree that the outstanding Loan amount be repaid in cash, the outstanding amount of the Loan will be converted into Milestone Shares according to the following formula:

TCS=OM/CSP

TCS means the total number of conversion shares to be issued on the End Date

OM means the outstanding amount of the Loan

CSP means the deemed price per Milestone Share which shall be based on a pre-money valuation for Milestone of US$1.7m.

1.7 Effect on Capital Structure

A pro forma capital structure following Settlement (assuming the Maximum Subscription of $4,000,000 is raised under the Capital Raising) is set out below:

	Shares	Options	Performance Shares	Performance Rights
Current capital structure	559,548,1841	69,945,9682	Nil	Nil
Consolidation	195,851,657	24,482,313	-	-
Consideration Securities	116,444,179	Nil	116,444,1783	Nil
Advisor Securities	23,288,836	Nil	15,525,8905	Nil
Capital Raising	200,000,0004	Nil	Nil	Nil
Performance Rights	Nil	Nil	Nil	32,135,081
Capital Structure post Settlement	535,584,672	*24,482,313*	*131,970,068*	*32,135,081*

Notes:

This assumes that no options in Victory are exercised and that none of the Performance Share milestones or Performance Rights vesting conditions are satisfied.
Consisting of 114,286 unquoted options exercisable at $7.00 on or before 9 October 2017, 2,990,016 unquoted options exercisable at $1.05 on or before 31 December 2016, 700,000 unquoted options exercisable at $0.03 on or before 30 November 2018 and 66,141,666 unquoted options exercisable at $0.02 on or before 30 June 2017.
Terms and Conditions of the Performance Shares are set out in Schedule 1.
Assuming the maximum amount of $4,000,000 is raised.
Terms and Conditions of the Advisor Performance Shares are set out in Schedule 1.
Terms and Conditions of the Performance Rights are set out in Schedule 4. Under the HOA the Company has agreed to issue performance rights that equate to 15% (a total of 108,625,820) of its share capital post Acquisition.

1.8 Substantial Shareholders

As at the date of this Notice of Meeting, the following Shareholders hold 5% or more of the total number of Shares on issue:

Shareholder	Shares	%
Mrs Terri Wolpert	41,224,454	7.37

On completion of the Acquisition the Company is not expected to have any substantial Shareholders.

1.9 Pro Forma Statement of Financial Position

The pro-forma balance sheet of the Company following completion of the Acquisition and issues of all Shares, Performance Shares and Options contemplated by this Notice is set out in Annexure 1, showing:

(a) the pro-forma balance sheet of the Company assuming that the Minimum Subscription is raised under the Capital Raising; and
(b) the pro-forma balance sheet of the Company assuming that the Maximum Subscription is raised under the Capital Raising.

The historical and pro-forma information is presented in an abbreviated form, insofar as it does not include all of the disclosure required by the Australian Accounting Standards applicable to annual financial statements.

1.10 Indicative timetable

An indicative timetable for Settlement and the associated transactions is set out below:

Event	Date
Dispatch of Notice of Meeting	1 July 2016
Lodgement of Prospectus with the ASIC	25 July 2016
Opening Date of the Offer	25 July 2016
Meeting held to approve the Acquisition Company’s quoted Shares and Options are suspended from official ASX quotation ASX notified whether Shareholders’ approval has been granted for the Resolutions	5 August 2016
If the Transaction Resolutions are approved by Shareholders, the date that would ordinarily be the last day for trading in pre-Consolidation securities	8 August 2016
Date that securities would ordinarily commence trading on a deferred settlement (post-Consolidation) basis*	9 August 2016
Last day to register transfers on a pre-Consolidation basis (although as the Company is anticipated to remain suspended at this stage these will be (off market))	10 August 2016
First day for the Company to send notice to each security holder of the change in their details of holdings First day for the Company to register securities on a post- Consolidation basis First day for issue of new holding statements	11 August 2016
Issue date – deferred settlement market ends* Last day for the Company to send notice to each security holder of the change in their details of holdings Last day to send new holding statements and enter securities into the holders’ security holdings	15 August 2016
Closing Date of the Offer	22 August 2016
Settlement of the Acquisition	29 August 2016
Re-quotation of Shares (including Shares issued under the Capital Raising) on ASX	5 September 2016

As the Company’s securities are anticipated to be suspended from trading, deferred settlement trading will not occur.

Please note this timetable is indicative only and the Directors of the Company reserve the right to amend the timetable as required.

1.11 Board intention if Settlement occurs

In the event that Settlement occurs, the Company proposes to:

(a) continue development of the Milestone Technology;
(b) undertake marketing of the Milestone Technology throughout Australia and internationally; and
(c) pursue business development opportunities for the Milestone Technology both in Australia and internationally.

It is intended to allocate the funds raised from the Capital Raising and existing cash reserves as set out in Section 1.5.

1.12 Composition of the Board of Directors

It is intended that the Board of Directors will comprise the following upon Settlement occurring:

(a) Mr Terence Clee;
(b) Mr Yaran Garmazi;
(c) Mr Jason Kaplan;
(d) Mr Peter Wall; and
(e) up to one other person (not determined at the date of this Notice).

It is currently intended that all but one of the existing Directors will retire on Settlement, subject to receipt of outstanding benefits (being the termination payment of $130,000 due to James Ellingford in accordance with Dr Ellingford’s Director contract with the Company); it has been agreed that Terence Clee will remain on the Board. Additional Board and management resources may be considered as appropriate as the Milestone Technology develops.

1.13 Advantages of the Acquisition

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 the Essential Resolutions:

(a) the Company will obtain ownership of Milestone;
(b) the Acquisition represents an attractive investment opportunity for the Company to change its business focus to that of a technology company;
(c) with increasing global deployment of wearable devices, the Company will be exposed to an industry which has the potential to grow significantly;
(d) the Capital Raising will inject significant funds into the Company in the context of its current funding profile. This will enable it to undertake preliminary actions in pursuance of its new direction and growth activities. The proposed Acquisition represents a significant growth opportunity for the Company and Shareholders will have exposure to the advantages that this growth opportunity presents; and

(e) the Company will be managed by directors and officers with significant experience in the technology industries with a view to guiding the Company to be a significant player in the wearable devices technology industry.

1.14 Disadvantages of the Acquisition

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 the Essential Resolutions:

(a) the Company will be changing the nature and scale of its activities to primarily be a technology company, which may not be consistent with the objectives of all Shareholders;
(b) the Acquisition will result in the Capital Raising, the issue of Consideration Securities and the Advisor Securities and Performance Rights which will have a dilutionary effect on the holdings of Shareholders;
(c) future outlays of funds from the Company may be required for the operations of Milestone;
(d) there is potential for a superior, alternative proposal to emerge which the Company may miss out on should the Acquisition complete. As at the date of preparation of this Notice, no superior proposal has been received by the Directors. While it is possible that a superior proposal will emerge, the Directors have no reason to believe at the date of this Notice that a superior proposal is likely to be forthcoming; and
(e) there are additional risk factors associated with the change in nature of the Company’s activities resulting from the Acquisition. Some of the key risks are summarised in Section 1.15 below.

1.15 Risk factors

Shareholders should be aware that if the Acquisition is approved and completed, the Company will be changing the nature and scale of its activities and will be subject to additional or increased risks arising from Milestone, parties contracted or associated with Milestone and the HOA. The risks and uncertainties described below are not intended to be exhaustive. There may be additional risks and uncertainties that the Company is unaware of or that the Company currently considers to be immaterial, which may affect the Company. Based on the information available, a non-exhaustive list of risk factors for the Company associated with the Company’s proposal to acquire all Milestone Shares is set out below.

(a) Risks relating to the Change in Nature and Scale of Activities

(i) Re-quotation of Shares on ASX

The acquisition of Milestone constitutes a significant change in the nature and scale of the Company’s activities and the Company needs to re-comply 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 recomply with the ASX Listing Rules.

(ii) Dilution risk

The Company currently has 559,548,184 (Pre-Consolidation) Shares on issue. At Settlement, the Company proposes to issue:

(A) the Consideration Shares;
(B) the Performance Shares;
(C) the Capital Raising Shares;
(D) the Advisor Shares;
(E) the Advisor Performance Shares; and
(F) the Performance Rights.

On issue of the Consideration Shares, the Capital Raising Shares, and the Advisor Shares (and provided no Options are exercised):

(A) the existing Shareholders will retain approximately 37% of the Company’s issued Share capital;
(B) the Vendors will hold approximately 22% of the Company’s issued Share capital;
(C) the Advisors will hold approximately 4% of the Company’s issued Share capital; and
(D) the investors under the Capital Raising will hold approximately 37% of the Company’s issued Share capital.

If subsequently the performance milestones are met and all of the Performance Shares, the Advisor Performance Shares and 108,625,820 Performance Rights (being the maximum number of Performance Rights required under the HOA) are converted (and provided no other Shares are issued or Options exercised), the interests of the existing Shareholders in the Company will reduce to approximately 30%.

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 development of the Milestone business.

(iii) Liquidity risk

On Settlement, the Company proposes to issue the Consideration Shares, the Performance Shares, the Capital Raising Shares, the Advisor Shares, the Advisor Performance Shares and the Performance Rights. The Directors understand that ASX will treat some of these Securities as restricted securities

in accordance with Chapter 9 of the ASX Listing Rules. However, submissions may be made to the ASX to apply for cash formula relief in respect of these Securities.

Based on the post-Acquisition capital structure (assuming no further Shares are issued or Options exercised), the Consideration Shares will equate to approximately 22% of the issued Share capital on an undiluted basis. 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.

(iv) Contractual risk

Completion of the Acquisition is 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 HOA. 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.

(v) Shareholders not agreeing to accept the terms of the Acquisition

There is a risk that the parties may be unable to satisfy all the conditions to the Acquisition. Specifically, there is a risk that not all the Milestone Shareholders will agree to accept the terms of the Acquisition; should this occur the Acquisition will not proceed.

(b) Risks in respect of Milestone’s current operations

(i) Competition and new technologies

The industry in which Milestone 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 result in the Milestone Technology not being differentiated from other similar offerings.

The size and financial strength of some of Milestone’s competitors may make it difficult for it to maintain a competitive position in the technology market. In particular, Milestone’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.

(ii) Sales and marketing success

Following Settlement, the Company intends to focus on developing and marketing the Milestone Technology. By its nature, there is no guarantee that the Milestone Technology’s development and marketing campaign will be successful. In the event that it is not, the Company may encounter difficulty creating market awareness of the Milestone Technology. This would likely have an adverse impact on the Company’s potential profitability.

Even if the Company does successfully commercialise the Milestone Technology, there is a risk the Company will not achieve a commercial return. For example, new technology may overtake and supersede the Milestone Technology.

(iii) Attracting customers to the Milestone Technology

The Company’s revenue will be affected by its ability to attract customers to the Milestone Technology, notably the MilestonePod. Various factors can affect the level of customers using the Milestone Technology, including:

(A) Marketing and promotions: If the Company’s marketing and promotion efforts are not effective this may result in fewer customers using the Milestone Technology;
(B) Brand damage: If the Company or Milestone suffers reputational damage, customer numbers could be affected; and
(C) Pricing: Targeted customers may not be prepared to incur the costs for their business implicit in the adoption of the Milestone Technology or to abandon their investments in existing technologies.

Accordingly, there is no guarantee that Milestone's marketing and pricing strategies will be successful to achieve a sizeable take up rate of its products from customers.

(iv) Overseas manufacturer

The Company currently relies on overseas manufacturers to produce the Milestone Pod and is likely to also rely on overseas manufactures to produce any additional products. Should there be a disruption with this particular manufacturer or the manufacturer elects not to continue manufacturing the MilestonePod for the Company then this could have a material adverse impact on the Company’s ability to meet consumer demand and may impact the financial performance and future prospects of the business.

(v) Limited operating history

Milestone has a limited operating history and the potential of its business model is unproven. No assurances can be given that Milestone will achieve commercial viability through the successful implementation of its business plans.

(vi) Failure to deal with growth

Milestone’s business has the potential to grow rapidly. If that occurs and Milestone fails to properly manage that growth, then that failure could harm its business. Any failure to meet customer demand properly could adversely affect the Milestone business, including demand for Milestone's products/services, revenue collection, customer satisfaction and public perception.

(vii) Risks associated with overseas expansion

The Milestone Technology has been constructed so as to be capable of being utilised in, and marketed to, multiple overseas jurisdictions. As Milestone seeks to expand into overseas markets, including Southeast Asia, Europe and Latin America, it may require a physical presence in those countries and an associated increase in overheads and development and marketing costs.

There is the risk that any overseas expansion will be unsuccessful, or that even if there is demand for Milestone's products in that market, that the costs of doing business in that market, including the costs of establishing a new base in country, overseas regulatory compliance and the potential duplication of running costs for the business, are such that Milestone's profitability and available working capital will be adversely impacted.

(viii)

Customer concentration risk

Over-reliance upon key customers may, in the event of termination or non-renewal of such arrangements, create revenue volatility. Milestone is conscious of customer concentration risk and the need to diversify its customer base. However, large contract wins could skew the concentration of revenues, increasing the risk that non-renewal will have a larger impact on future earnings.

(ix) Contractual third party risk

The Company relies on third parties for key deliverables in its business model. This includes payment gateway providers, sales staff and integration of the Milestone Technology to the market dispensing software packages. A failure of any one of these parties without an appropriate countermeasure could cause a disruption to operations. The company is continually assessing the risk and opportunities associated with its business model and other than disruptions for short periods of time due to service delivery failure is not solely reliant on any one party for delivery.

(x) Staff risk

There is a risk that, where there is a turnover of development staff who have knowledge of the technology and business, that knowledge will be lost in the event that those staff resign or retire. This involves the risk that those staff will have information in respect of Milestone’s intellectual property which has a commercial value to Milestone as well as an opportunity cost for replacement of those staff and subsequent training.

This risk is mitigated as Milestone has historically had low levels of staff turnover in the development teams. In addition, all staff contracts contain express provisions with respect to ownership of intellectual property and restraints of trade to limit any potential loss suffered by Milestone to the maximum extent possible.

(xi)

Protection of intellectual property rights

Milestone has pursued IP protection in the form of patent applications. Milestone has secured trademark registrations in the US. At this stage, patent protection has not been granted with, as mentioned above, the First Patent Application being rejected at first instance and currently under a Request for Continued Examination (RCE).

Even if granted, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain. Further, effective patent, trademark, copyright and trade secret protection may not be available (or granted) to the Company in every country in which the Milestone Technology may eventually be launched. Accordingly, despite its efforts, the Company may not be able to prevent third parties from infringing upon or misappropriating its intellectual property.

If appropriate IP protection is not granted, competitors may gain access to its technology which may reduce the Company’s competitive advantage as well as harm its business. Legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain. It is noted that even if the Company is successful in its appeal of the First Patent Application, there is no guarantee that this patent will be granted.

Market conditions depending, 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.

(xii) Currency risk

Milestone expects to derive a majority of its revenue from the United States, in US dollars. Accordingly, changes in the exchange rate between the United States dollar and the Australian dollar would be expected to have a direct effect on the performance of Milestone.

(c) General Risks Relating to the Company

(i) Reliance on key management

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and directors. There can be no assurance that there will be no detrimental impact on the performance of the Company or its growth potential if one or

more of these employees cease their employment and suitable replacements are not identified and engaged in a timely manner.

(ii)

Risk of high volume of Share sales

If Settlement occurs, the Company will have issued a significant number of new securities to various parties. Some of the Vendors and others that receive Shares as a result of the Acquisition or the Capital Raising may not intend to continue to hold those Shares and may wish to sell them on ASX (subject to any applicable escrow period). There is a risk that an increase in the amount of people wanting to sell Shares may adversely impact on the market price of the Company’s Shares.

There can be no assurance that there will be, or continue to be, an active market for Shares or that the price of Shares will increase. As a result, Shareholders may, upon selling their Shares, receive a market price for their securities that is less than the price of Shares offered pursuant to the Capital Raising.

(iii)

Trading price of Shares

The Company’s operating results, economic and financial prospects and other factors will affect the trading price of the Shares. In addition, the price of Shares is subject to varied and often unpredictable influences on the market for equities, including, but not limited to, general economic conditions including the performance of the Australian dollar on world markets, inflation rates, foreign exchange rates and interest rates, variations in the general market for listed stocks in general, changes to government policy, legislation or regulation, industrial disputes, general operational and business risks ,and hedging or arbitrage trading activity that may develop involving the Shares.

In particular, the share prices for many companies have been and may in the future be highly volatile, which in many cases may reflect a diverse range of non-company specific influences such as global hostilities and tensions relating to certain unstable regions of the world, acts of terrorism and the general state of the global economy. No assurances can be made that the Company’s market performance will not be adversely affected by any such market fluctuations or factors.

(iv) Additional requirements for capital

The capital requirements of the Company depend on numerous factors. Depending on the ability of the Company to generate income from its operations, the Company may require further financing in addition to amounts raised under the Capital Raising. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations.

(v) Litigation risks

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

(vi) Economic risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s activities, as well as on its ability to fund those activities.

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

(A) general economic outlook;
(B) interest rates and inflation rates;
(C) currency fluctuations;
(D) changes in investor sentiment toward particular market sectors;
(E) the demand for, and supply of, capital; and
(F) terrorism or other hostilities.

(vii) Technology Sector Risks

The technology sector is characterised by rapid change. New and disruptive technologies can place competitive pressures on existing companies and business models, and technology stocks may experience greater price volatility than securities in some slower changing market sectors.

The value of the Company’s securities may be adversely affected by any general decline in the valuation of listed securities and/or adverse market sentiment towards the technology sector in particular, regardless of the Company’s operating performance.

(viii) Force majeure

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

(ix) 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 the Company’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.

(x) Investment Speculative

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

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 focus on mineral exploration and look for potential business acquisitions to take the Company forward. In the event that the Acquisition is not completed, the ASX may also suspend the Company’s Securities from quotation if the Company cannot demonstrate that its operations and financial condition (among other things) are sufficient to warrant the continued quotation of its Securities and its continued listing in accordance with Chapter 12 of the ASX Listing Rules.

1.17 Directors’ interests in the Agreement

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

1.18 Vendors

None of the Vendors or their associates are related parties of the Company (other than by virtue of becoming Directors upon Settlement) and they have no existing interest in the Company’s Securities.

1.19 Forward looking statements

The forward looking statements in this Explanatory Statement are based on the Company’s current expectations about future events. However, they are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of the Company and the Directors, which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by the forward looking statements in this Explanatory Statement. These risks include but are not limited to, the risks detailed in Section 1.15. Forward looking statements include those containing words such as ‘anticipate’, ‘estimates’, ‘should’, ‘will’, ‘expects’, ‘plans’ or similar expressions.

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

2.1 General

Resolution 1 seeks approval from Shareholders for the Acquisition.

The Acquisition will change the nature of the Company’s activities from a mineral exploration company to a technology company.

A summary of the terms and conditions of the HOA is set out in Section 1.6(a) above and a detailed description of Milestone and its business is outlined in Section 1.2 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 or scale of its activities, it must provide full details to ASX as soon as practicable (and before making the change) 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 comply with 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 entity were applying for admission to the official list of ASX.

ASX has indicated to the Company that the change in the nature and scale of the Company’s activities as a result of Acquisition requires the Company in accordance with ASX Listing Rule 11.1.2 to obtain Shareholder approval and the Company must comply with any requirements of ASX in relation to the Notice of Meeting.

2.3 Suspension until re-compliance with Chapters 1 and 2 of the ASX Listing Rules

ASX has also indicated to the Company that the change in the nature and scale of the Company’s activities is a back-door listing of Milestone which consequently requires the Company to (in accordance with ASX Listing Rule 11.1.3) re-comply with the admission requirements set out in Chapters 1 and 2 of the ASX Listing Rules (including any ASX requirement to treat the Company’s securities as restricted securities).

Accordingly, it is anticipated that the Company’s securities will be subjected to a trading halt or suspension and thereby cease trading on ASX’s Official List prior to market open on the day of the Meeting. If the Essential Resolutions are approved at the Meeting, it is expected that the Company’s Securities will remain suspended from quotation until the Company has acquired Milestone pursuant to the HOA and re-complied with Chapters 1 and 2 of the Listing Rules, including by satisfaction of ASX’s conditions precedent to reinstatement.

If the Essential Resolutions are not approved at the Meeting, it is expected that the Company’s securities will be reinstated to quotation on ASX’s Official List after the Company announces the results of the Meeting in accordance with the Listing Rules and Corporations Act.

3. RESOLUTION 2 – CREATION OF A NEW CLASS OF SECURITIES – PERFORMANCE SHARES

3.1 Background

Resolution 2 seeks Shareholder approval for the Company to be authorised to issue the Performance Shares.

3.2 Legal requirements

Section 246B of the Corporations Act and clause 3.2 of the Company’s Constitution provides that the rights attaching to a class of shares cannot be varied without:

(a) a special resolution passed at a meeting of the holders of the issued shares of the affected class; or
(b) the written consent of the holders of 75% of the votes of the affected class.

The Company must give written notice of the variation to the members of the affected class within 7 days after the variation is made.

Section 246C(5) of the Corporations Act confirms that if a company with only one class of shares issues a new class of shares, the issue of the new class of shares is taken to vary the rights attached to shares in the existing class if:

(a) the rights attaching to the new class of shares are not the same as the rights attached to the existing class of shares; and
(b) the rights attaching to the new class of shares are not provided for in:
(i) the Company’s constitution (if any); or
(ii) a notice, document or resolution that is lodged with ASIC.

3.3 Application to the Company

The Company currently has only one class of shares on issue being fully paid ordinary shares. The terms of the Performance Shares will not be the same as the Shares and the rights attaching to the Performance Shares are not provided for in the Constitution. Accordingly, the Company seeks Shareholder approval by special resolution at the Meeting for the creation of a new class of shares known as Performance Shares.

The Performance Shares are proposed to be issued in three classes with each class having a separate milestone event triggering their conversion into Shares but otherwise each class will be on the same terms. The proposed terms of each class of the Performance Shares are set out in Schedule 1.

In the event Resolution 2 is passed by the requisite majority the Company will give written notice of the variation to the rights attaching to Shares to Shareholders within 7 days.

Resolution 2 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 2 for it to be passed.

4. RESOLUTION 3 – ISSUE OF CONSIDERATION SECURITIES

4.1 General

Resolution 3 seeks Shareholder approval for the issue of:

(a) 116,944,179 post Consolidation Consideration Shares; and
(b) 116,444,178 post Consolidation Performance Shares divided into three tranches of 38,814,726 comprising
(i) 38,814,726 post Consolidation Class A Performance Shares;
(ii) 38,814,726 post Consolidation Class B Performance Shares; and
(iii) 38,814,726 post Consolidation Class C Performance Shares,

(together, the Consideration Securities ).

4.2 ASX Listing Rule 7.1

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 3 will be to allow the Company to issue the Consideration Securities 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.

4.3 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 Consideration Securities:

(a) the maximum number of Consideration Securities to be issued at Settlement is as follows:
(i) 116,444,179 post Consolidation Consideration Shares; and
(ii) 116,444,178 post Consolidation Performance Shares;
(b) the Consideration Securities 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 Securities will occur on the same date. ASX has granted the Company a waiver from the above requirements to enable the Company to issue the Consideration Securities no later than 5 months after the date of the Meeting. The waiver is subject to Shareholders approving the issue of the Consideration Securities;
(c) the Consideration Securities will be issued for nil cash consideration in satisfaction of the Acquisition;
(d) the Consideration Shares will be issued to the Milestone Shareholders who are not related parties of the Company (other than as a result of the Acquisition), in consideration for their respective Milestone Shares;

(e) the Performance Shares will be issued to the Milestone Shareholders, who are not related parties of the Company (other than as a result of the Acquisition);
(f) the Consideration Shares 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;
(g) the Performance Shares to be issued will be issued on the terms and conditions set out in Schedule 1; and
(h) no funds will be raised from the proposed issue as the Consideration Securities are proposed to be issued in consideration for the Acquisition by the Company of all of the Milestone Shares in accordance with the terms of the HOA.

4.4 Reasons for the proposed issue of securities

As set out in Section 1.1 of this Explanatory Statement, the reason for the issue of the Consideration Securities to the Milestone Shareholders is as consideration for the Acquisition.

4.5 Date of proposed issue of securities

The Consideration Securities are intended to be issued at Settlement.

4.6 Material terms of proposed issue of securities

The terms upon which the Consideration Shares are to be issued are set out in Section 1.6(a). The terms upon which the Performance Shares are to be issued are set out in Schedule 1.

4.7 Interests and Recommendations of Directors

None of the current Board members have a material personal interest in the outcome of the Essential Resolutions.

All of the Directors are of the opinion that the Acquisition is in the best interests of Shareholders and, accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Essential Resolutions. The Directors’ recommendations are based on the reasons outlined in Section 1.13.

The Directors are not aware of any information other than as set out in this Notice of Meeting that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 3.

4.8 Advantages and Disadvantages of the Acquisition

Non-exhaustive lists of the advantages and disadvantages of the Acquisition are set out in Sections 1.13 and 1.14 of the Explanatory Memorandum.

5. RESOLUTION 4 – ISSUE OF ADVISOR SHARES

5.1 General

Resolution 4 seeks Shareholder approval for the issue of 23,288,836 post Consolidation Shares ( Advisor Shares ) in consideration for Merchant Corporate

Finance Pty Ltd assisting with the Acquisition and the Capital Raising.

A summary of ASX Listing Rule 7.1 is set out in Section 4.2 above.

The effect of Resolution 4 will be to allow the Company to issue the Advisor Shares 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 Advisor Shares:

(a) the maximum number of Advisor Shares to be issued is 23,288,836 post Consolidation;
(b) the Advisor 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 the Advisor Securities will occur on Settlement. ASX has granted the Company a waiver from the above requirements to enable the Company to issue the Advisor Shares no later than 5 months after the date of the Meeting. The waiver is subject to Shareholders approving the issue of the Advisor Shares;
(c) the Advisor Shares will be issued for nil cash consideration in consideration for Merchant Corporate Finance Pty Ltd assisting with the Acquisition and the Capital Raising, and as such no funds will be raised from the issue;
(d) the Advisor Shares will be issued to Merchant Corporate Finance Pty Ltd (and persons nominated by Merchant Corporate Finance Pty Ltd), who are not related parties of the Company;
(e) the Advisor 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 Advisor Shares as the Advisor Shares are being issued in consideration for services provided by Merchant Corporate Finance Pty Ltd (and those persons nominated by Merchant Corporate Finance Pty Ltd).

6. RESOLUTION 5 – ISSUE OF ADVISOR PERFORMANCE SHARES

6.1 General

Resolution 5 seeks Shareholder approval for the issue of 15,525,890 Advisor Performance Shares ( Advisory Performance Shares ) in consideration for Merchant Corporate Finance Pty Ltd assisting with the Acquisition and the Capital Raising.

A summary of ASX Listing Rule 7.1 is set out in Section 4.2 above.

The effect of Resolution 5 will be to allow the Company to issue the Advisor Performance Shares 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.

6.2 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 Advisor Performance Shares:

(a) the maximum number of Advisor Performance Shares to be issued is 15,525,890 post Consolidation;
(b) the Advisor Performance 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 the Advisor Performance Shares will occur on Settlement. ASX has granted the Company a waiver from the above requirements to enable the Company to issue the Advisor Performance Shares no later than 5 months after the date of the Meeting. The waiver is subject to Shareholders approving the issue of the Advisor Performance Shares;
(c) the Advisor Performance Shares will be issued for nil cash consideration in consideration for Merchant Corporate Finance Pty Ltd assisting with the Acquisition and the Capital Raising, and as such no funds will be raised from the issue;
(d) the Advisor Performance Shares will be issued to Merchant Corporate Finance Pty Ltd (and persons nominated by Merchant Corporate Finance Pty Ltd), who are not related parties of the Company;
(e) the Advisor Performance Shares issued will be issued on the same terms and conditions as the Performance Shares, the terms of which are contained in Schedule 1; and
(f) no funds will be raised from the issue of the Advisor Performance Shares as the Advisor Performance Shares are being issued in consideration for Merchant Corporate Finance Pty Ltd assisting with the Acquisition and the Capital Raising.

7. RESOLUTION 6 – CAPITAL RAISING

7.1 General

Resolution 6 seeks Shareholder approval for the issue of up to 200,000,000 post Consolidation Shares at an issue price of not less than 2 cents per Share to raise up to $4,000,000 (the Capital Raising Offer ).

On 20 June 2016, ASX granted the Company a waiver to enable the Company to undertake the Capital Raising at not less than not less than 2 cents per Share. The waiver is conditional upon Shareholders approving the issue price of Shares under the Prospectus Offer at a price of not less than 2 cents per Share.

For the purposes of the Listing Rules, none of the subscribers for the Shares to be issued under Resolution 6 will be related parties of the Company.

The Capital Raising Offer will be conditional on the following:

(a) Shareholders passing all of the Essential Resolutions;
(b) conditional approval being obtained from the ASX to reinstate the securities of the Company to trading on the ASX (after the Company recompiles with Chapters 1 and 2 of the ASX Listing Rules); and

Further details of the Capital Raising will be set out in the Prospectus.

A summary of ASX Listing Rule 7.1 is set out in Section 4.2 above.

The effect of Resolution 6 will be to allow the Company to issue Shares under 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 under ASX Listing Rule 7.1.

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 Resolution 6:

(a) the maximum number of Shares to be issued is 200,000,000 post Consolidation 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 the Shares will occur on the same date;
(c) the issue price of the Capital Raising Shares is not less than 2 cents per Share;
(d) the Shares are proposed to be issued to the applicants under the Capital Raising. None of these subscribers will be related parties of the Company;
(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 on issue; and
(f) the Company intends to use the funds raised under the Capital Raising as set out in Section 1.5.

8. RESOLUTION 7 – 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 7 seeks the approval of Shareholders for the Company to change its name to “ Milestone Connex Ltd ”. The Board proposes this change of name on the basis that it more accurately reflects the proposed operations of the Company following Settlement.

If Resolution 7 is passed the change of name will take effect after ASIC alters the details of the Company’s registration.

The proposed name has been reserved by the Company and if Resolution 7 is passed, the Company will lodge a copy of the special resolution with ASIC following Settlement in order to effect the change.

9. RESOLUTIONS 8 TO 10 – ELECTION OF DIRECTORS

In accordance with clauses 11.2 and 11.3 of the Constitution, the Company may elect a person as a Director by resolution passed at a general meeting. A Proposed Director elected at a general meeting is taken to have been elected with effect immediately after the end of that general meeting unless the resolution by which the Proposed Director is appointed or elected specifies a different time.

For the Proposed Directors to be eligible for election, the Proposed Directors, or a Shareholder intending to propose their nomination, must leave at the Company’s registered office no later than 5 Business Days after the date of this Notice of Meeting, a written notice from the Proposed Directors consenting to their nomination and signifying their candidature for the office, or a written notice from a Shareholder signifying their intention to nominate the Proposed Directors.

Pursuant to Resolutions 8, 9 and 10, Messrs Yaron Garmazi, Jason Kaplan and Peter Wall (the Proposed Directors ) seek election from Shareholders to be appointed upon Settlement occurring.

9.1 Qualifications

The qualifications and experience of the Proposed Directors is set out below:

Mr Yaron Garmazi

Mr Garmazi brings 23 years’ experience in leading technology companies through all stages of their business. Yaron spent most of his career leading early or midstage start-ups from zero to more than $U100M in revenue. Among his previous companies were Nogatech that went public on Nasdaq and sold for almost US$200M to Zoran and Passave that was acquired for more than US$300M by PMC Sierra during a Nasdaq public offering. Yaron is also a passionate endurance athlete, having completed six marathons and two Ironman distance events.

Mr Jason Kaplan

Mr. Kaplan has worked in technology start-ups for over 19 years. His responsibilities have included senior management roles in sales, business development, channel development and marketing. Just prior to Milestone, Mr. Kaplan led business development at Sensics, a wearables virtual reality goggle company. Other positions have included being the first sales leader at Akamai (IPO), Digex (Acquired) and Motista, as well as various consulting roles. Mr. Kaplan has set strategic direction for companies in their early growth phase and has been a Board observer on multiple companies. Mr. Kaplan has a Bachelor of Business Administration from Emory University.

Mr 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.

9.2 Other Directorships and Relationships

Messrs Yaron Garmazi and Jason Kaplan have not held any directorships of other publicly listed companies in the last three years, and have no interests, positions, associations or relationships that might influence, or reasonably be perceived to influence, in a material respect their capacity to bring an independent judgement to bear on issues before the board and to act in the best interest of the entity and its security holders generally.

9.3 Independence

If elected the board does not consider that any of the Proposed Directors will be an independent director if elected.

9.4 Board Recommendation

The Board supports the election of each of the Proposed Directors and recommends that Shareholders vote in favour of Resolutions 8, 9 and 10.

Resolutions 8, 9 and 10 are each Essential Resolutions and are subject to the passing of all other Essential Resolutions.

10. RESOLUTION 11 – APPROVAL OF EMPLOYEE INCENTIVE OPTION PLAN

Resolution 11 seeks Shareholder approval for the adoption of the employee incentive scheme titled Employee Incentive Option Plan ( Option 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 4.2 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 Options under the Option 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. The Company’s Shareholders have not previously approved the Company’s adoption of the Option Plan and, as such, no securities have been issued under the Option Plan to date.

The objective of the Option Plan is to attract, motivate and retain key employees and it is considered by the Company that the adoption of the Option Plan and the future issue of Options under the Option Plan will provide selected Directors (executive or non-executive), and permitted employees and contractors of the Company with the opportunity to participate in the future growth of the Company.

Any future issues of securities under the Option 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.

A summary of the key terms and conditions of the Option Plan is set out in Schedule 2. In addition, a copy of the Option Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Option Plan 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.

11. RESOLUTION 12 – APPROVAL OF EMPLOYEE INCENTIVE RIGHTS PLAN

Resolution 12 seeks Shareholder approval for the adoption of the employee incentive scheme titled Employee Incentive Rights Plan ( Performance Rights Plan ) in accordance with ASX Listing Rule 7.2 (Exception 9(b)).

A summary of ASX Listing Rule 7.1 and 7.2 (Exception 9(b)) is set out in Sections 4.2 and 10 above.

If Resolution 12 is passed, the Company will be able to issue performance rights under the Performance Rights 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. The Company’s Shareholders have not previously approved the Company’s adoption of the Performance Rights Plan and, as such, no securities have been issued under the Plan to date.

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

Any future issues of performance rights under the Performance Rights Plan to a related party or a person whose relationship 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, such approval is being sought under Resolutions 13 to 15 of this Notice.

A summary of the key terms and conditions of the Performance Rights Plan is set out in Schedule 3. In addition, a copy of the Performance Rights Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Performance Rights Plan 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.

12. RESOLUTIONS 13 TO 15 – ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTIES – YARON GARMAZI, JASON KAPLAN AND PETER WALL

12.1 Background

The Company has agreed, subject to obtaining Shareholder approval and to the adoption of the Plan (refer Resolution 12), to issue the following Performance Rights to the Proposed Directors:

(a) up to 14,996,371 Performance Rights to Yaron Garmazi; (b) up to 14,996,371 Performance Rights to Jason Kaplan; and

(together, the Related Party Performance Rights ).

These Related Party Performance Rights will vest upon satisfaction of the following milestones:

(a) one third (1/3[rd] ) of all Performance Rights held by the Holder as at the date of issue of the Performance Rights ( Issue Date ) shall convert upon the Board of Victory announcing the availability for laboratory testing of the Milestone Health fall prediction prototype within 12 months from Settlement. The Milestone Health prototype will have the ability to detect tripping, slipping, clipping and falling during walking along with a sophisticated algorithm for predicting the risk of falling in elderly populations. These abilities must be verified by an independent Director;
(b) one third (1/3[rd] ) of all Performance Rights held by the Holder as at the Issue Date shall convert upon Victory and or Milestone collectively selling 150,000 units of Milestone within 24 months from Settlement; and
(c) one third (1/3[rd] ) of all Performance Rights held by the Holder as at the Issue Date shall convert upon the Company (on a consolidated basis) generating US$10,000,000 of aggregated overall revenue from their Milestone business and any derivatives thereof within 36 months from Settlement.

12.2 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 grant of these Related Party Performance Rights constitutes giving a financial benefit and Messrs Yaron Garmazi, Jason Kaplan and Peter Wall are related parties of the Company by virtue of being Proposed Directors ( Relevant Directors ).

In addition, ASX Listing Rule 10.14 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities under an employee incentive scheme to a director of the entity, an associate of the director, or a person whose relationship with the entity, director or associate of the director is, in ASX’s opinion, such that approval should be obtained.

It is the view of the Company that the exceptions set out in sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.15 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of Related Party Performance Rights to the Related Parties.

12.3 Shareholder Approval (As required by Chapter 2E of the Corporations Act and Listing Rule 10.14)

Pursuant to and in accordance with the requirements of section 219 of the Corporations Act and ASX Listing Rule 10.15, the following information is provided in relation to the proposed grant of the Related Party Performance Rights:

(a) Messrs Yaron Garmazi, Jason Kaplan and Peter Wall are related parties of the Company by virtue of being Proposed Directors;
(b) the maximum number of Related Party Performance Rights (being the nature of the financial benefit being provided) to be granted to the Related Parties is:
(i) up to 14,996,371 Performance Rights to Yaron Garmazi;
(ii) up to 14,996,371 Performance Rights to Jason Kaplan; and
(iii) up to 2,142,339 Performance Rights to Peter Wall.
(c) the Related Party Performance Rights will be granted to the Related Parties within 5 months, or such period as approved by ASX but no later than 12 months after the date of the Meeting and it is intended that the Related Party Performance Rights will be issued on one date (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) after Settlement of the Acquisition;
(d) no loans have been entered into for the purpose of the proposed issue of the Related Party Performance Rights;
(e) the Related Party Performance Rights will be granted for nil cash consideration, accordingly no funds will be raised;
(f) the Related Party Performance Rights will vest upon:
(i) one third (1/3[rd] ) of all Performance Rights held by the Holder as at the date of issue of the Performance Rights ( Issue Date ) shall convert upon the Board of Victory announcing the availability for laboratory testing of the Milestone Health fall prediction prototype within 12 months from Settlement. The Milestone Health prototype will have the ability to detect tripping, slipping, clipping and falling during walking along with a sophisticated algorithm for predicting the risk of falling in elderly populations. These abilities must be verified by an independent Director;
(ii) one third (1/3[rd] ) of all Performance Rights held by the Holder as at the Issue Date shall convert upon Victory and or Milestone collectively selling 150,000 units of MilestonePods within 24 months from Settlement; and
(iii) one third (1/3[rd] ) of all Performance Rights held by the Holder as at the Issue Date shall convert upon the Company (on a consolidated basis) generating US$10,000,000 of aggregated overall revenue from their Milestone business and any derivatives thereof within 36 months from Settlement.
(g) the additional terms and conditions of the Related Party Performance Rights are set out in Schedule 4;
(h) all Directors are entitled to participate in the Performance Rights Plan, however, at the current time the Company only intends to make an offer to the Relevant Directors. Accordingly approval is being sought only for the offers to the Relevant Directors;

(i) no Performance Rights have previously been issued under the Performance Rights Plan nor has the Performance Rights Plan previously been adopted by Shareholders;
(j) the value of the Related Party Performance Rights and the pricing methodology is set out in Schedule 5;
(k) the relevant interests of the Relevant Directors in securities of the Company (as at the date of this Notice) are set out below:

Related Party	Shares	Options
Yaron Garmazi	Nil	Nil
Jason Kaplan	Nil	Nil
Peter Wall1	26,000,000	5,000,000

Notes

Held by a company of which Mr Wall is a director.
(l) the remuneration and emoluments from the Company to the Relevant Directors for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

Related Party	Current Financial Year	Previous Financial Year
Yaron Garmazi	US$11,670 per month1	Nil
Jason Kaplan	US$10,000 per month2	Nil
Peter Wall	$5,000 per month	Nil

Notes

Mr Garmazi is also entitled to a 50% performance bonus subject to achieving performance criteria agreed with the Board.
Mr Kaplan is also entitled to a 50% performance bonus subject to achieving performance criteria agreed with the Board.
(m) if the Related Party Performance Rights granted to the Relevant Directors are exercised, a total of 32,135,081 Shares would be issued. This will increase the number of post Consolidation and post-Acquisition Shares on issue from 535,584,672 to 567,719,753, assuming that no other Options are exercised and no other Shares are issued with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 6%, comprising 2.8% by Yaron Garmazi, 2.8% by Jason Kaplan and 0.4% by Peter Wall.
(n) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	0.035	7 August 2015 to 10 September 2015
Lowest	0.003	27 May 2016

0.004

22 June 2016

Last

(o) the Board acknowledges the grant of Related Party Performance Rights to the Relevant Directors is contrary to Recommendation 8.3 of The Corporate Governance Principles and Recommendations with 2014 Amendments (3[rd] Edition) as published by The ASX Corporate Governance Council. However, the Board considers the grant of Related Party Performance Rights to these Directors reasonable in the circumstances for the reason set out in paragraph (q);
(p) the primary purpose of the grant of the Related Party Performance Rights to the Relevant Directors is to provide a performance linked incentive component in the remuneration package for the Relevant Directors to motivate and reward the performance of the Relevant Directors in their respective roles as Directors;
(q) Mr Garmazi declines to make a recommendation to Shareholders in relation to Resolution 13 due to a material personal interest in the outcome of the Resolution on the basis that he is to be granted Related Party Performance Rights in the Company should Resolution 13 be passed. However, in respect of Resolutions 14 and 15, Mr Garmazi recommends that Shareholders vote in favour of those Resolutions for the following reasons:
(i) the grant of Related Party Performance Rights to the Relevant Directors, in particular, the vesting conditions of the Related Party Performance Rights, will align the interests of the Relevant Directors with those of Shareholders and executives of the Company;
(ii) the grant of the Related Party Performance Rights is a reasonable and appropriate method to provide cost effective remuneration to reward the Relevant Directors for their commitment and service to the Company to date and in future periods; and
(iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Performance Rights upon the terms proposed;
(r) Mr Kaplan declines to make a recommendation to Shareholders in relation to Resolution 14 due to a material personal interest in the outcome of the Resolution on the basis that he is to be granted Performance Rights in the Company should Resolution 14 be passed. However, in respect of Resolutions 13 and 15, Mr Kaplan recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (q);
(s) Mr Wall declines to make a recommendation to Shareholders in relation to Resolution 15 due to a material personal interest in the outcome of the Resolution on the basis that he is to be granted Performance Rights in the Company should Resolution 15 be passed. However, in respect of Resolutions 13 and 14, Mr Wall recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (q);
(t) with the exception of the Relevant Directors, no other Director has a personal interest in the outcome of Resolutions 13 to 15;

(u) the Directors (apart from the Relevant Directors as noted) recommend that Shareholders vote in favour of Resolutions 13 to 15 for the reasons set out in paragraph (q);
(v) in forming their recommendations, each Director considered the experience of each other Relevant Director, the current market price of Shares, the current market practices when determining the number of Performance Rights to be granted as well as the exercise price and expiry date of those Related Party Performance Rights;
(w) none of the Relevant Directors voted at a Board level on the respective resolutions to issue their Related Party Performance Rights; and
(x) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 13 to 15.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Related Party Performance Rights to the Relevant Directors as approval is being obtained under ASX Listing Rule 10.14. Accordingly, the issue of Related Party Performance Rights to the Related Parties will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

13. RESOLUTION 16 – CONSOLIDATION OF CAPITAL

13.1 Background

If Resolution 16 is passed and excluding any Securities issued pursuant to the other Resolutions, the number of:

(a) Shares on issue will be reduced from 559,548,184 to 195,851,657 subject to rounding); and
(b) Options on issue will be reduced from 69,945,968 to 24,482,313 (subject to rounding) ( Consolidation ),

the full effect of the Consolidation on the Company’s capital structure is set out in Section 13.6.

13.2 Legal requirements

Section 254H of the Corporations Act provides that a company may, by resolution passed in a general meeting, convert all or any of its shares into a larger or smaller number.

13.3 Fractional entitlements

Not all Security Holders will hold that number of Shares or Options (as the case may be) which can be evenly divided by 2.857. Where a fractional entitlement occurs, the Company will round that fraction up to the nearest whole Security.

13.4 Taxation

It is not considered that any taxation implications will exist for Security holders arising from the Consolidation. However, Security holders are advised to seek their own tax advice on the effect of the Consolidation and neither the Company, nor

its advisers accept any responsibility for the individual taxation implications arising from the Consolidation.

13.5 Holding statements

From the date of the Consolidation, all holding statements for Securities will cease to have any effect, except as evidence of entitlement to a certain number of Securities on a post-Consolidation basis.

After the Consolidation becomes effective, the Company will arrange for new holding statements for Securities to be issued to holders of those Securities.

It is the responsibility of each Security Holder to check the number of Securities held prior to disposal or exercise (as the case may be).

13.6 Effect on capital structure

The effect which the Consolidation and the Securities issued as part of the Acquisition will have on the Company’s capital structure is set out in the table below.

Capital Structure	Shares	Unlisted Options1	Performance Shares	Performance Rights
Existing Securities (Pre- Consolidation)	559,548,184	69,945,968	Nil	Nil
Consolidation of Securities (Resolution 16)	195,851,657	24,482,313	n/a	n/a
Issue of Consideration Securities (Resolution 3) (Post-Consolidation)	116,444,179	Nil	116,444,178	Nil
Issue of Advisor Securities (Resolutions 4 and 5) (Post-Consolidation)	23,288,836	Nil	15,525,890	Nil
Capital Raising (Resolution 6) (Post-Consolidation)	200,000,0002	Nil	Nil	Nil
Related Party Performance Rights	n/a	n/a	n/a	32,135,0813
Completion of all Resolutions (Post Consolidation)				32,135,081
	535,584,672	24,482,313	131,970,068

The terms of these Options are set out in the table below. The Company has no listed Options in issue.
This assumes that the Maximum Subscription of $4,000,000 is raised under the Capital Raising.
Terms and Conditions of these Related Party Performance Rights are set out in Schedule 4. Under the HOA the Company has agreed to issue performance rights that equate to 15% of its share capital post Acquisition, being 108,625,820.

The effect the Consolidation will have on the terms of the Options is as set out in the tables below:

Options – Pre Consolidation

Terms	Number
Unquoted Options exercisable at $7.00 on or before 9 October 2017	114,286
Unquoted Options exercisable at $1.05 on or before 31 December 2016	2,990,016
Unquoted Options exercisable at $0.03 on or before 30 November 2018	700,000
Unquoted Options exercisable at $0.02 on or before 30 June 2017	66,141,666
Total	69,945,968

Options – Post Consolidation

Terms	Number
Unquoted Options exercisable at $20.00 on or before 9 October 2017	40,003
Unquoted Options exercisable at $3.00 on or before 31 December 2016	1,046,558
Unquoted Options exercisable at $0.08 on or before 30 November 2018	245,013
Unquoted Options exercisable at $0.06 on or before 30 June 2017	23,150,741
Total	24,482,315

13.7 Indicative timetable

If this Resolution is passed, the Consolidation will take effect in accordance with the timetable contained in Section 1.10.

14. RESOLUTION 17 – RATIFICATION OF PRIOR ISSUE – SHARES

14.1 General

On 6 May 2016, the Company issued 2,970,604 Shares to Mr John Kelly in consideration for the repayment of a Convertible Note held by him in the Company. The fair value of the Convertible Note is $47,529.67 as per audited half year 2015 financial accounts.

This Resolution seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ). This Resolution is not an Essential Resolution.

A summary of ASX Listing Rule 7.1 is set out in Section 4.2 above.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

14.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

(a) 2,970,604 Shares were issued to John Kelly;
(b) The Shares were issued to Mr Kelly in consideration for the repayment of a Convertible Note held by him in the Company and as such they were issued for nil consideration;
(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Shares were issued to Mr Kelly’s superannuation fund which is not a related party of the Company; and
(e) no funds were raised from this issue.

GLOSSARY

$ means Australian dollars.

Acquisition has the meaning given at Section 1.1.

Advisor Performance Shares means 23,288,836 Performance Shares to be issued to Merchant Corporate Finance Pty Ltd (or its nominees) at Settlement.

Advisor Shares means 15,525,890 Shares to be issued to Merchant Corporate Finance Pty Ltd (or its nominees) at Settlement.

ASIC means the Australian Securities & Investments Commission.

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

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

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 has the meaning given at Section 1.1.

Chair means the chair of the Meeting.

Company or Victory means Victory Mines Ltd (ACN 151 900 855).

Consideration Securities has the meaning given at Section 1.1.

Consideration Shares means 116,444,179 Shares to be issued to the Milestone Shareholders at Settlement.

Consolidation means as defined in Section 1.6(a)(ii)(E).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Essential Resolutions means all Resolutions (except Resolution 17) set out in this Notice.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

First Patent Application means as defined in Section 1.2(i).

HOA has the meaning given at Section 1.1.

Milestone means Milestone Sport, Ltd (an Israeli incorporated company).

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

Milestone Shareholders mean a holder of a Milestone Share.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Performance Right means a performance right in the Company.

Performance Shares means the performance shares to be issued to the Milestone Shareholders and nominees of Merchant Corporate Finance Pty Ltd at Settlement.

Proxy Form means the proxy form accompanying the Notice.

Related Party Performance Rights means the performance rights to be issued to Yaron Garmazi, Jason Kaplan and Peter Wall for an incentive linked payment in their roles as Directors.

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

Security means a Share, Option, Performance Right or Performance Share in the Company.

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

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

Shareholder means a registered holder of a Share.

Vendors mean the Milestone Shareholders.

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

SCHEDULE 1 – TERMS AND CONDITIONS OF PERFORMANCE SHARES

1. Terms of Performance Shares

(a) ( Performance Shares ): Each Performance Share is a share in the capital of Victory.
(b) ( General Meetings ): The Performance Shares shall confer on the holder ( Holder ) the right to receive notices of general meetings and financial reports and accounts of Victory that are circulated to Victory shareholders. Holders have the right to attend general meetings of Victory.
(c) ( No Voting Rights ): The Performance Shares do not entitle the Holder to vote on any resolutions proposed at a general meeting of Victory, subject to any voting rights under the Corporations Act 2001 (Cth) or the ASX Listing Rules where such rights cannot be excluded by these terms.
(d) ( No Dividend Rights ): The Performance Shares do not entitle the Holder to any dividends.
(e) ( Transfer of Performance Shares ): The Performance Shares are not transferable.
(f) ( No Rights on Winding Up ): Upon winding up of the Company, the Performance Shares may not participate in the surplus profits or assets of the Company.
(g) ( No Rights to Return of Capital ): A Performance Share does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.
(h) ( Reorganisation of Capital ): In the event that the issued capital of Victory 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.
(i) ( Application to ASX ): The Performance Shares will not be quoted on ASX. If Victory is listed on the ASX at the time, upon conversion of the Performance Shares into Victory Shares in accordance with these terms, Victory must within seven (7) days after the conversion, apply for and use its best endeavours to obtain the official quotation on ASX of the Victory Shares arising from the conversion.
(j) ( Participation in Entitlements and Bonus Issues ): Subject always to the rights under item (h) (Reorganisation of Capital), holders of Performance Shares will not be entitled to participate in new issues of capital offered to holders of Victory Shares such as bonus issues and entitlement issues.
(k) ( Amendments required by ASX ): The terms of the Performance Shares may be amended as necessary by the Victory board in order to comply with the ASX Listing Rules, or any directions of ASX regarding the terms provided that, subject to compliance with the ASX Listing Rules, following such amendment, the economic and other rights of the Holder are not diminished or terminated.

(l) ( No Other Rights ): The Performance Shares give the Holders no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

2. Conversion of the Performance Shares

(a) ( Milestones ): Subject to para (d), the Performance Shares will convert upon satisfaction of any one of the following milestones:
(ii) one third (1/3[rd] ) of all Performance Shares held by the Holder as at the date of issue of the Performance Rights ( Issue Date ) shall convert upon the Board of Victory announcing the availability for laboratory testing of the Milestone Health fall prediction prototype within 12 months from Settlement. The Milestone Health prototype will have the ability to detect tripping, slipping, clipping and falling during walking along with a sophisticated algorithm for predicting the risk of falling in elderly populations. These abilities must be verified by an independent Director;
(ii) one third (1/3[rd] ) of all Performance Shares held by the Holder as at the Issue Date shall convert upon Victory and or Milestone collectively selling 150,000 units of MilestonePods within 24 months from Settlement; and
(iii) one third (1/3[rd] ) of all Performance Shares held by the Holder as at the Issue Date shall convert upon the Company (on a consolidated basis) generating US$10,000,000 of aggregated overall revenue from their Milestone business and any derivatives thereof within 36 months from Settlement,

(each referred to as a Milestone ).

(b) ( Conversion of Performance Shares ): Subject to para (d), in the event a Milestone is satisfied, all of the Performance Shares held by the Holder will convert into an equal number of Victory Shares.
(c) ( Conversion on change of control ) Subject to paragraph (d) and notwithstanding the relevant Milestone has not been satisfied, upon the occurrence of either:
(i) a takeover bid under Chapter 6 of the Corporations Act 2001 (Cth) having been made in respect of the Company of not less than 8.5 cents per Shares with the Bidder having received acceptances for more than 50% of the Company’s shares on issue and having declared the bid unconditional; 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,

that number of Performance Shares that is equal to 10% of the Shares on issue immediately following conversion under this paragraph will convert into an equivalent number of Shares. The conversion will be completed on a pro rata basis across each class of performance Shares then on issue as well as on a pro rata basis for each Holder. Performance Shares that are not converted into Shares under this paragraph will continue to be held by the Holders on the same terms and conditions.

(d) ( Deferral of conversion if resulting in a prohibited acquisition of Shares ) If the conversion of a Performance Share under paragraph (a) or (c) would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) ( General Prohibition ) then the conversion of that Performance Share shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a Performance Share would result in a contravention of the General Prohibition:
(i) Holders may give written notification to the Company if they consider that the conversion of a Performance Share may result in the contravention of the General Prohibition. The absence of such written notification from the Holder will entitle the Company to assume the conversion of a Performance Share will not result in any person being in contravention of the General Prohibition.
(ii) The Company may (but is not obliged to) by written notice to a Holder request a Holder to provide the written notice referred to in paragraph 2(d)(i) within seven days if the Company considers that the conversion of a Performance Share may result in a contravention of the General Prohibition. The absence of such written notification from the Holder will entitle the Company to assume the conversion of a Performance Share will not result in any person being in contravention of the General Prohibition.
(e) ( No Conversion if Milestone not achieved ): Any Performance Share not converted into a Victory Share within 2 years from the Issue Date will be automatically redeemed by Victory for a sum of $0.0000001 per Performance Share within 10 Business Days.
(f) ( After Conversion ): The Victory Shares issued on conversion of the Performance Shares will, as and from 5.00pm (WST) on the date of issue, rank equally with and confer rights identical with all other Victory Shares then on issue and, if Victory is listed on ASX at the time, application will be made by Victory to ASX for official quotation of the Victory Shares issued upon conversion.
(g) ( Conversion Procedure ): Victory will issue the Holder with a new holding statement for the Victory Shares as soon as practicable following the conversion of the Performance Shares into Victory Shares.
(h) ( Ranking of Shares ): The Victory Shares into which the Performance Shares will convert will rank pari passu in all respects with the Victory Shares on issue at the date of conversion.

SCHEDULE 2 – SUMMARY OF EMPLOYEE INCENTIVE OPTION PLA N

The following is a summary of the key terms and conditions of the Option Plan to be adopted by Victory:

(a) Eligibility and Grant of Plan Options ): The board of Victory ( Board ) may grant options to acquire Victory Shares under the Option Plan ( ESOP Options ) to any full or part time employee or director of Victory or subject to, and in accordance with, any necessary ASIC relief being obtained, a casual employee or contractor of Victory ( Eligible Participant ). ESOP Options may be granted by the Board at any time.
(b) ( No Consideration ): Unless the ESOP Options are quoted on ASX, ESOP Options will be issued for nil cash consideration.
(c) ( Conversion ) : Each ESOP Option is exercisable into one Victory Share ranking equally in all respect with the existing issued Victory Shares.
(d) ( Exercise Price and Expiry Date ): The exercise price and expiry date for ESOP Options granted under the Option Plan will be determined by the Board prior to the grant of the ESOP Options.
(e) ( Exercise Restrictions ): The ESOP Options granted under the Option Plan may be subject to conditions on exercise as may be fixed by the Board prior to grant of the ESOP Options ( Exercise Conditions ). Any restrictions imposed by the Board must be set out in the offer for the ESOP Options.
(f) ( Renounceability ) : Eligible Participants may renounce their offer in favour of a nominee (the Eligible Participants and their nominees are each Participants ).
(g) ( Lapsing of ESOP Options ): Unless the Board determines otherwise, subject to the terms of the offer made to a Participant, an unexercised ESOP Option will lapse:
(i) on the Eligible Participant ceasing to be an Eligible Participant:
- (A) any Exercise Conditions have not been met by the date the relevant person ceases to be an Eligible Participant ( Ceasing Date ); or
- (B) where any Exercise Conditions have been met by the Ceasing Date or the ESOP Option is not subject to any Exercise Conditions, the Participant does not exercise the ESOP Option within a period of 6 months after the Ceasing Date (or a further date as determined by the Board after the Ceasing Date);
(ii) if any Exercise Condition is unable to be met; or
(iii) the expiry date has passed.
(h) ( Share Restriction Period ): Victory Shares issued on the exercise of ESOP Options may, at the discretion of the Board, be subject to a restriction that they may not be transferred or otherwise dealt with until a restriction period has expired, as specified in the offer for the ESOP Options.
(i) ( Disposal of Options ) : ESOP Options will not be transferable and will not be quoted on the ASX, unless the offer provides otherwise or the Board in its absolute discretion approves.

(j) ( Trigger Events ): The Company may permit ESOP Options to be exercised in certain circumstances where there is a change in control of the Company (including by takeover) or entry into a scheme of arrangement.
(k) ( Participation ) : There are no participating rights or entitlements inherent in the ESOP Options and holders will not be entitled to participate in new issues of capital offered to shareholders of Victory during the currency of the ESOP Options.
(l) ( Change in exercise price ): An ESOP Option will not confer a right to a change in exercise price or a change in the number of underlying Victory Shares over which the ESOP Option can be exercised.
(m) ( Reorganisation ): If at any time the capital of Victory 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.
(n) ( Limitations on Offers ): Victory must have reasonable grounds to believe, when making an offer under the Option Plan that the number of Victory Shares to be received on exercise of ESOP Options, when aggregated with the number of Victory Shares issued or that may be issued as a result of offers made at any time during the previous 3 year period under an employee incentive scheme covered by an ASIC 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 Victory Shares on issue at the date of the offer.

SCHEDULE 3 – SUMMARY OF EMPLOYEE INCENTIVE RIGHTS PLAN

The following is a summary of the key terms and conditions of the Performance Rights Plan to be adopted by the Company:

(a) Eligible Participants : Participants eligible to participate in the Performance Rights Plan include directors, and full-time or part-time employees, casual employees or contractors of the Company, or any of its subsidiaries and any other related bodies corporate of the Company or any other person that ASIC declares is eligible to receive a grant of rights to acquire Shares ( Employee Rights ) under the Performance Rights Plan and who are declared by the board as eligible to receive grants of Employee Rights under the Performance Rights Plan ( Eligible Participants ).
(b) Offer : The Board of the Company may, from time to time, in its absolute discretion, make a written offer to any Eligible Participant to apply for up to a specified number of Employee Rights, upon the terms set out in the Performance Rights Plan and upon such additional terms and conditions as the Company board determines ( Offer ).
(c) No Consideration : Employee Rights granted under the Performance Rights Plan will be issued for nil cash consideration.
(d) Rights : each Employee Right issued under the Performance Rights Plan is a right to be issued with or transferred a Share, free of encumbrances.
(e) Expiry Date : means the date on which an Employee Right lapses (if it has not already lapsed in accordance with the Performance Rights Plan) as specified in the offer made to the Eligible Participant.
(f) Vesting Conditions : the Company Board will determine the vesting conditions that must be satisfied by an Eligible Participant before the Employee Right vests in the holder. Any vesting conditions will be specified in the written Offer made by the Company board to the Eligible Participant and for the avoidance of doubt may include accelerated vesting where specified.
(g) Vesting : an Employee Right will vest where the vesting conditions are satisfied or waived by the Company Board.
(h) Exercise of Employee Right : A participant may exercise an Employee Right that is entitled to be exercised by lodging with the Company a notice of exercise of the Employee Right and the certificate for the Employee Right.
(i) Waiver of Vesting Conditions : The Company Board may resolve to waive any of the vesting conditions applying to Employee Rights, including where:
(i) a participant dies or has total and permanent disability;
(ii) a participant ceases to be employed by the Company, its subsidiaries or its related bodies corporate or act as a director;
(iii) a participant suffers severe financial hardship;
(iv) the participant or of an immediate family member of the participant becomes terminally ill; or

(v) a change of control occurs or the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company.
(j) Lapse of Employee Rights : An Employee Right will lapse upon the earlier to occur of:
(i) an unauthorised dealing in, or hedging of, the Employee Rights occurring;
(ii) a failure to meet the Vesting Conditions;
(iii) a participant fails to exercise an Employee Right within the required time; (iv) the Expiry Date;
(v) the participant ceases to be an Eligible Participant, unless the Company Board exercises its discretion to vest the Employee Right;
(vi) the participant ceasing to be an Eligible Participant;
(vii) the Company undergoes a change in control or a winding up resolution or order is made, and the Company Board does not exercise its discretion to vest the Employee Right;
(viii) the Company undergoes a change in control or a winding up resolution is made, and the Company board does not exercise its discretion to vest the Employee Rights;
(ix) a determination of the Company Board that the Employee Right is to lapse due to fraud or dishonesty; or
(x) the day before the end of the 7 year anniversary of the date of grant of the Employee Rights.
(k) Restrictions on Dealings and Hedging: An Employee Right granted under the Performance Rights Plan is only transferable, assignable or able to be otherwise disposed or encumbered with the consent of the Company Board, or by force of law upon death or bankruptcy of the Eligible Participant (or their nominee). An Eligible Participant must not enter into any arrangement for the purpose of hedging, or otherwise affecting their economic exposure, to their Employee Rights. The Employee Rights will immediately lapse if the Eligible Participant breaches this rule.
(l) Share Restriction Period : Any Share acquired by an Eligible Participant (or their nominee) on the exercise of an Employee Right must not be disposed of, or dealt with in any way until the earlier of:
(i) the Eligible Participant ceasing to be an Eligible Participant;
(ii) the Company Board approving the release of the restriction in relation to those Shares due to the Participant suffering severe financial hardship;
(iii) there is a change in control of the Company, or the Company passes a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company;
(iv) the seven year anniversary of the date of grant of the Employee Right; or

(v) the Board approving the disposal of such shares.
(m) Quotation : The Company will not apply for quotation of the Employee Rights. If Shares of the same class as those issued under the Performance Rights Plan are listed on the ASX the Company will apply to the ASX for those Shares to be listed within a reasonable time after they are issued and following the date any restriction period that applies to the Shares ends.
(n) Participation Rights : Other than adjustments for bonus issues and reorganisation of the issued capital of the Company, participants are not entitled to participate in any new issue of securities of the Company as a result of their holding Employee Rights during the currency of any Employee Rights and prior to vesting. In addition, participants are not entitled to vote nor receive dividends as a result of their holding Employee Rights.

SCHEDULE 4 – TERMS AND CONDITIONS OF RELATED PARTY PERFORMANCE RIGHTS

The following is a summary of the key terms and conditions of the Related Party Performance Rights:

(a) ( Vesting ): The Performance Rights shall vest upon satisfaction of the following:
(i) one third (1/3[rd] ) of all Performance Rights held by the Holder as at the date of issue of the Performance Rights ( Issue Date ) shall convert upon the Board of the Company announcing the availability for laboratory testing of the Milestone Health fall prediction prototype within 12 months from Settlement. The Milestone Health prototype will have the ability to detect tripping, slipping, clipping and falling during walking along with a sophisticated algorithm for predicting the risk of falling in elderly populations. These abilities must be verified by an independent Director;
(ii) one third (1/3[rd] ) of all Performance Rights held by the Holder as at the Issue Date shall convert upon the Company and or Milestone collectively selling 150,000 units of MilestonePods within 24 months from Settlement; and
(iii) one third (1/3[rd] ) of all Performance Rights held by the Holder as at the Issue Date shall convert upon the Company (on a consolidated basis) generating US$10,000,000 of aggregated overall revenue from their Milestone business and any derivatives thereof within 36 months from Settlement.
(b) ( Conversion ): each Performance Right will, at the election of the holder, convert into one Share.
(c) ( Lapse of a Performance Right ): If a Performance Right has not been converted into a Share prior to the date that is 5 years from the date of issue of the Performance Right, the Performance Right will automatically lapse.
(d) ( Consideration ): The Performance Rights will be issued for nil consideration and no consideration will be payable upon the conversion of the Performance Rights into Shares.
(e) ( Share ranking ): All Shares issued upon conversion of the Performance Rights will upon issue rank pari passu in all respects with other Shares.
(f) ( 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 upon conversion of the Performance Rights within the period required by ASX.
(g) ( Timing of issue of Shares on exercise ): Within 15 Business Days after the date that the Performance Rights are exercised, the Company will:
(i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Performance Rights exercised;
(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 paragraph (g)(ii) of this Schedule 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) ( Transfer of Performance Rights ): A Performance Right is not transferable (including encumbering the Performance Rights).
(i) ( Participation in new issues ): There are no participation rights or entitlements inherent in the Performance Rights and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Performance Rights.
(j) ( Adjustment for reconstruction ): If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a holder of a Performance Right are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.
(k) ( Dividend and Voting Rights ): A Performance Right does not confer upon the holder an entitlement to vote or receive dividends.

SCHEDULE 5 – VALUATION OF RELATED PARTY PERFORMANCE RIGHTS

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ANNEXURE 1 – PRO FORMA BALANCE SHEET

	31/12/2015 31/12/2015 Unaudited 31/03/2016
	Victory Mines Actual Unaudited Adjustments Milestone Accts Eliminations Pro Forma (Unaudited)
	A$ A$ A$
Current Assets Cash and cash equivalents 1, 2, 5, 6 Receivables Inventories Total Current Assets Non-Current Assets Deferred exploration and evaluation expenditure Plant and equipment Total Non-Current Assets Total Assets Current Liabilities Payables 4 Intercompany Payables Total Current Liabilities Non-current Liabilities Convertible note 5 Loan 6 Total Non-current Liabilities Total Liabilities Net Assets Equity Issued Capital 1, 3, 4, 5 Reserve Accumulated losses 2, 3 Total Equity	1,063,838 3,494,000 130,631 - 4,688,469 647,845 - 61,899 - 709,744 - - 56,078 - 56,078 1,711,683 3,494,000 248,607 0 5,454,291
	450,000 - - - 450,000 6,385 - 23,326 - 29,711
	456,385 - 23,326 0 479,711
	2,168,068 3,494,000 271,933 0 5,934,002
	859,052 (47,530) 97,572 - 909,094 - - 503,250 - 503,250
	859,052 (47,530) 600,822 0 1,412,344
	22,015 (22,015) - - - - 500,000 42,732 - 542,732
	22,015 477,985 42,732 - 542,732
	881,067 430,455 643,554 - 1,955,076
	1,287,001 3,063,545 (371,621) - 3,978,926
	10,251,461 3,805,322 2,517,904 (6,356,443) 10,218,244 127,215 0 (127,215) - (9,091,675) (741,777) (2,889,525) 6,483,659 (6,239,318)
	1,287,001 3,063,545 -371,621 - 3,978,926

Pro Forma Adjustment Notes:

Proposed Capital Raising of no less than $3,500,000 at an assumed issue price of $0.02 (less Capital Raising costs of 6%, being $210,000).
Transaction costs associated with the Acquisition $276,000.
Issue of 23,288,836 post-acquisition Advisor Shares at $0.02 per Share payable to parties and advisors that assisted with the Acquisition and Capital Raising.
Convertible note was repaid via the issue of 2,970,604 Shares. The fair value of the Convertible Note is $47,530.
Convertible Note was repaid in cash at a fair value of $20,000. Interest on the Convertible Note was repaid via the issue of 201,540 Shares at a fair value of $2,015.40.
Milestone and the Company intend to obtain loans with an aggregate total of up to $500,000. The funds from these loans will be used by both Victory and Milestone for working capital costs up to Settlement. The loans will be unsecured, attract interest of 6% per month (for Victory) and 6% per annum (for Milestone), are repayable in cash following Settlement, cannot be converted into Company Shares and are otherwise on standard commercial terms. The Company will make an announcement at the time of entering into these loans.
Based on an exchange rate of 1.32 USD-AUD as at 31 December 2015.

APPOINTMENT OF PROXY FORM

VICTORY MINES LTD ACN 151 900 855

GENERAL MEETING

I/We

of: being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:

Name:

OR: the Chair of the Meeting as my/our 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 Meeting to be held at 10.00am (WST), on 5 August 2016 at the offices of Steinepreis Paganin, Level 4, 16 Milligan Street PERTH WA 6000, 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, 12, 13, 14 and 15 (except where I/we have indicated a different voting intention below) even though Resolutions 11, 12, 13, 14 and 15 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

ade immediately disclosing the reasons for the change.	ade immediately disclosing the reasons for the change.
Voting on business of the Meeting		FOR	AGAINST	ABSTAIN
Resolution 1	Change to nature and scale of activities
Resolution 2	Creation of a new class of securities – Performance Shares
Resolution 3	Issue of Consideration Securities
Resolution 4	Issue of Advisor Shares
Resolution 5	Issue of Advisor Performance Shares
Resolution 6	Capital Raising
Resolution 7	Change of Company Name
Resolution 8	Election of Director – Yaron Garmazi
Resolution 9	Election of Director – Jason Kaplan
Resolution 10	Election of Director - Peter Wall
Resolution 11	Adoption of Employee Incentive Rights Plan
Resolution 12	Adoption of Employee Incentive Option Plan
Resolution 13	Issue of Performance Rights to Related Party – Yaron Garmazi
Resolution 14	Issue of Performance Rights to Related Party – Jason Kaplan
Resolution 15	Issue of Performance Rights to Related Party – Peter Wall
Resolution 16	Consolidation of Capital
Resolution 17	Ratification of Prior Issue - Shares

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.

If two proxies are being appointed, the proportion of voting rights this proxy represents is:	If two proxies are being appointed, the proportion of voting rights this proxy represents is:	If two proxies are being appointed, the proportion of voting rights this proxy represents is:
Signature of Shareholder(s):
Individual or Shareholder 1	Shareholder 2	Shareholder 3

Sole Director/Company Secretary	Director	Director/Company Secretary
Date:
Contact name:	Contact ph (daytime):
E-mail address:	Consent for contact by e-mail:		YES	NO

Instructions for Completing ‘Appointment of Proxy’ Form

1.

( 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. 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.

2.

( Direction to vote ): 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 proportion or number of votes that the proxy may exercise by writing the percentage or 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.

3. ( 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 provided 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 ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.
( 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.
( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) post to the Company at GPO Box 2517, Perth WA 6831; or
(b) facsimile to the Company on facsimile number +61 8 9463 6103; or
(c) email to the Company at [email protected],

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

AI assistant

JAVELIN MINERALS LIMITED — Proxy Solicitation & Information Statement 2016

65155_rns_2016-06-30_110de41e-49ce-43cb-b569-35f27f659f41.pdf

VICTORY MINES LTD (TO BE RENAMED MILESTONE CONNEX LTD) ACN 151 900 855

NOTICE OF GENERAL MEETING

CONTENTS

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 – ACQUISITION OF MILESTONE

2. RESOLUTION 2 – CREATION OF A NEW CLASS OF SECURITIES – PERFORMANCE SHARES

3. RESOLUTION 3 – ISSUE OF CONSIDERATION SECURITIES

4. RESOLUTION 4 – ISSUE OF ADVISOR SHARES

5. RESOLUTION 5 – ISSUE OF ADVISOR PERFORMANCE SHARES

6. RESOLUTION 6 – CAPITAL RAISING

7. RESOLUTION 7 – CHANGE OF COMPANY NAME

8. RESOLUTION 8 – ELECTION OF DIRECTOR – MR YARON GARMAZI

9. RESOLUTION 9 – ELECTION OF DIRECTOR – MR JASON KAPLAN

10. RESOLUTION 10 – ELECTION OF DIRECTOR – MR PETER WALL

11. RESOLUTION 11 – APPROVAL OF EMPLOYEE INCENTIVE OPTION PLAN

Voting Prohibition Statement:

12. RESOLUTION 12 – ADOPTION OF EMPLOYEE INCENTIVE RIGHTS PLAN

Voting Prohibition Statement:

13. RESOLUTION 13 – ISSUE OF PERFORMANCE RIGHTS – MR YARON GARMAZI

Voting Prohibition Statement:

14. RESOLUTION 14 – ISSUE OF PERFORMANCE RIGHTS – MR JASON KAPLAN

Voting Prohibition Statement:

15. RESOLUTION 15 – ISSUE OF PERFORMANCE RIGHTS – MR PETER WALL

Voting Prohibition Statement:

16. RESOLUTION 16 – CONSOLIDATION OF CAPITAL

17. RESOLUTION 17 – RATIFICATION OF PRIOR ISSUE – SHARES

Dated: 28 June 2016

By order of the Board

EXPLANATORY STATEMEN T

1. BACKGROUND TO THE PROPOSED ACQUISITION OF MILESTONE SPORT, LTD

1.1 General background

together, the Essential Resolutions (except for Resolution 17).

1.2 Overview of Milestone Sport, Ltd

(a) Industry Overview and Background

(b) Wearable Marketing Platform

(c)

MilestonePod

Revenue Potential

(d) Milestone Team

(i) CEO – Yaron Garmazi

(ii) President and Co-Founder – Jason Kaplan

(iii) CTO and Co-Founder – Meir Machlin

(iv) Business Development and Co-Founder – Tzach Goren

(v)

VP Marketing and Communications – Nancy Rowe

(vi) Director of Research – Stephen Suydam

(e)

Competition and Market Share

(f)

Business Model

(g) Key Distribution Partnerships

(h) Strategy Post Listing

(i) Intellectual Property

1.3 Re-compliance with Chapters 1 and 2 of the Listing Rules

1.4 Capital Raising

1.5 Use of funds

Notes

1.6 Key Contracts

(together the Consideration Securities ).

(together, the Conditions Precedent ).

(b) Working Capital Loan

1.7 Effect on Capital Structure

Notes:

1.8 Substantial Shareholders

1.9 Pro Forma Statement of Financial Position

1.10 Indicative timetable

1.11 Board intention if Settlement occurs

1.12 Composition of the Board of Directors

JAVELIN MINERALS LIMITED Proxy Solicitation & Information Statement 2016