LARK DISTILLING CO. LTD - Capital/Financing Update 2009

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Montec International Limited ABN: 62 104 600 544

Level 6, 55 York Street Sydney NSW 2000 Australia

[email protected] www.montec-international.com Telephone:+61 2 9299 0011 Facsimile:+61 2 9299 1499

8 September 2009

Company Announcements Platform Australian Securities Exchange Level 4 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

RENOUNCEABLE RIGHTS ISSUE - NOTICE PURSUANT TO PARAGRAPH 708AA (2)(F) OF THE CORPORATIONS ACT 2001 ("ACT")

On Friday, 4 September 2009, Montec International Limited (ASX:MTI) ( Company ) announced that it will be offering eligible shareholders the opportunity to acquire additional fully paid ordinary shares in the capital of the Company ( Shares ) via a renounceable rights issue ( Offer ) on the basis of one (1) Share for every one (1) Share held at the relevant record date.

Shares under the Offer will be offered at 0.4 cents per Share. The maximum number of Shares which may be issued under the Offer is 154,864,539 to raise $619,458.

An Offer Document will be mailed to eligible shareholders together with personalised Entitlement and Acceptance Forms. For informational purposes, a sample copy of this Offer Document has been attached to this notice.

Timetable

Set out below is a timetable relating to the Offer:

Set out below is a timetable relating to the Offer:
Event	Date
Announcement of Offer and Appendix 3B	Friday, 4 September 2009
Cleansing Notice and Offer Document lodged with ASX	Tuesday, 8 September 2009
Notice sent to Security Holders	Thursday, 10 September 2009
Ex Date (date from which securities commence trading without the entitlement to participateintheRights	Friday, 11 September 2009

Issue)
Rights Trading Commences	Friday, 11 September 2009
Record Date (date for determining entitlements of eligible shareholders to participate in the Rights Issue)	Thursday, 17 September 2009
Offer Document Dispatched to Shareholders (Company to announce to ASX that the despatch of the offer documents and the entitlement and acceptance forms has been completed)	Wednesday, 23 September 2009
Rights Trading Ends (Close of Trading EST)	Wednesday, 30 September 2009
Allotment date/ securities quoted on a deferred settlement basis	Thursday, 1 October 2009
Closing Date 5pm (EST)	Thursday, 8 October 2009
Company to notify ASX of undersubscriptions (if any)	Monday, 12 October 2009
Despatch holding statements/deferred settlement trading ends	Wednesday, 14 October 2009

Subject to the Listing Rules, the Directors reserve the right to extend the Closing Date for the Offer at their discretion. Should this occur, the extension will have a consequential effect on the anticipated date of issue for the Shares.

** These dates are indicative only.

NOTICE UNDER s708AA OF THE ACT

The Company hereby confirms that (as per the requirements of paragraph 708AA(2)(f) of the Corporations Act):

(a) the Company will offer the Shares for issue without disclosure to investors under Part 6D.2 of the Act;
(b) the Company is providing this notice under paragraph 2(f) of section 708AA of the Act;
(c) as at the date of this announcement, the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company;
(d) as at the date of this announcement, the Company has complied with section 674 of the Act;
(e) as at the date of this announcement, there is no information:
(i) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and
(ii) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

(A) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or
(B) the rights and liabilities attaching to the Shares; and
(f) if all members take up their entitlement under the Offer, the Offer will have no effect on the control of the Company.

Yours sincerely

Peter Herd Managing Director MONTEC INTERNATIONAL LIMITED

MONTEC INTERNATIONAL LIMITED ACN 104 600 544

OFFER DOCUMENT

For a renounceable Entitlement issue of one (1) Share for every one (1) Share held by Shareholders registered at 5:00pm (EST) on 17 September 2009 at an issue price of 0.4 cents per Share to raise up to approximately $619,458 ( Offer ).

Patersons Securities Limited is Underwriter and Lead Manager to the Offer. A summary of the Underwriting Agreement is outlined in Section 4 of this Offer Document.

IMPORTANT NOTICE

This document is not a prospectus . It does not contain all of the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding, or about the rights attaching to, the New Shares offered by this document.

This document is important and requires your immediate attention. It should be read in its entirety. If you do not understand its content or are in doubt as to the course you should follow, you should consult your stockbroker or professional adviser without delay.

This Offer opens on Wednesday, 23 September 2009 and closes at 5:00pm EST on Thursday, 8 October 2009.

Valid acceptances must be received before that time.

Please read the instructions in this document and on the accompanying Entitlement and Acceptance Form regarding the acceptance of your Entitlement.

IMPORTANT NOTES

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Offer Document. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer.

Eligibility

Applications for New Shares by Eligible Shareholders can only be made on an original Entitlement and Acceptance Form, as sent with this Offer Document. The Entitlement and Acceptance Form sets out an Eligible Shareholder's Entitlement to participate in the Offer.

Overseas shareholders

The offer of New Shares under this Offer Document is not extended and New Shares will not be issued to shareholders of the Company with a registered address which is in any jurisdiction other than Australia and New Zealand. This is because the Company has determined that it would be unreasonable to extend this offer to such shareholders having regard to the expense of making enquiries in other jurisdictions. The distribution of this Offer Document outside Australia and New Zealand may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of applicable securities laws.

This Offer Document does not, and is not intended to, constitute an offer of New Shares in any jurisdiction where, or to any person to whom, it would be unlawful to make an offer or issue this Offer Document.

Shareholders resident in New Zealand should consult their professional advisors as to whether any government or other consents are required, or other formalities need to be observed, to enable them to take up their Entitlements under the Offer.

Privacy Act

If you complete an application for Shares, you will be providing personal information to the Company (directly or by the Company’s share registry). The Company collects, holds and uses that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company’s share registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or its share registry if you wish to do so at the relevant contact numbers set out in this Offer Document.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASTC Settlement Rules. You should note that if you do not provide the information required on the application for Shares, the Company may not be able to accept or process your application.

1.	DETAILS OF THE OFFER ....................................................................................................7
2.	ACTION REQUIRED BY SHAREHOLDERS .......................................................................11
3.	RISK FACTORS ...............................................................................................................12
4.	SUMMARY OF UNDERWRITING AGREEMENT ...............................................................16
5.	DEFINED TERMS .............................................................................................................19

1. DETAILS OF THE OFFER

1.1 The Offer

The Company is making a renounceable pro rata offer of New Shares at an issue price of 0.4 cents each on the basis of one (1) New Share for every one (1) Shares held on the Record Date ( the Offer ) . As at the Record Date, the Company has on issue 154,864,539 Shares (and 20,800,000 unlisted options). Up to 154,864,539 New Shares will be issued under the Offer to raise $619,458.

The Company intends to apply the funds raised from the Offer towards meeting working capital requirements necessary to facilitate the planned expansion to a broader product range sourced in and exported from Australia to China and other Asian countries.

Where the determination of the Entitlement of any Eligible Shareholder results in a fraction of a New Share, such fraction will be rounded up to the nearest whole New Share.

1.2 Timetable

Timetable
Event	Date
Announcement of Offer and Appendix 3B	Friday, 4 September 2009
Cleansing Notice and Offer Document lodged with ASX	Tuesday, 8 September 2009
Notice sent to Security Holders	Thursday, 10 September 2009
Ex Date (date from which securities commence trading without the entitlement to participate in the Rights Issue)	Friday, 11 September 2009
Rights Trading Commences	Friday, 11 September 2009
Record Date (date for determining entitlements of eligible shareholders to participate in the Rights Issue)	Thursday, 17 September 2009
Offer Document Dispatched to Shareholders (Company to announce to ASX that the despatch of the offer documents and the entitlement and acceptance forms has been completed)	Wednesday, 23 September 2009
Rights Trading Ends (Close of Trading EST)	Wednesday, 30 September 2009
Allotment date/ securities quoted on a deferred settlement basis	Thursday, 1 October 2009
Closing Date 5pm (EST)	Thursday, 8 October 2009
Company to notify ASX of undersubscriptions (if any)	Monday, 12 October 2009

Wednesday, 14 October 2009

Despatch holding statements/deferred settlement trading ends

Subject to the Listing Rules, the Directors reserve the right to extend the Closing Date for the Offer at their discretion. Should this occur, the extension will have a consequential effect on the anticipated date of issue for the New Shares.

** These dates are indicative only.

1.3 Entitlements and acceptance

The Entitlement of Eligible Shareholders to participate in the Offer will be determined on the Record Date. Your Entitlement is shown on the Entitlement and Acceptance form accompanying this Offer Document.

Acceptances must not exceed your maximum Entitlement (as shown on the Entitlement and Acceptance Form), although you may accept for a lesser number of New Shares should you wish to take up only part of your Entitlement. If your acceptance exceeds your Entitlement, acceptance will be deemed to be for your maximum Entitlement and any surplus application monies will be returned to you.

1.4 Rights Trading

Entitlements to Shares pursuant to the Offer are renounceable and accordingly, rights will be traded on ASX. Details on how to sell your rights are set out in Section 2.1 below.

1.5 Underwriting

The Offer is fully underwritten by Patersons Securities Limited. A summary of the terms of the Underwriting Agreement is outlined in Section 4 of this Offer Document.

1.6 Shortfall

If you do not wish to take up any part of your Entitlement you are not required to take any action. That part of your Entitlement not taken up will form part of the Shortfall.

The offer of the Shortfall is a separate offer pursuant to this Offer Document. The issue price of any Shares offered pursuant to the Shortfall Offer shall be 0.4 cents, being the price at which the Entitlement has been offered to Shareholders pursuant to this Offer Document. The Shortfall shall be placed at the direction of the Directors and the Underwriter, and the Directors and the Underwriter reserve the right to allot to an Applicant a lesser number of Shares than the number for which the Applicant applies, or to reject an application, or to not proceed with placing the Shortfall. Any Shares issued pursuant to the Shortfall Offer will be placed within 2 months of the Closing Date and will be issued on the same terms as those Shares being offered to existing Shareholders or persons who are exempt under section 708 of the Corporations Act.

1.7 Opening and Closing Dates

The Offer opens on the Opening Date, being Wednesday, 23 September 2009. The Company will accept Entitlement and Acceptance Forms until 5:00 pm EST

on the Closing Date or such other date as the Directors in their absolute discretion shall determine, subject to the Listing Rules.

1.8 Issue and despatch

The expected dates for issue of New Shares offered by this Offer Document and despatch of holding statements is expected to occur on the dates specified in the Timetable set out in Section 1.2.

It is the responsibility of applicants to determine the allocation prior to trading in the New Shares. Applicants who sell New Shares before they receive their holding statements will do so at their own risk.

1.9 ASX listing

Application for official quotation by ASX of the New Shares offered pursuant to this Offer Document will be made within 7 days after the date of this Offer Document. If approval is not obtained from ASX before the expiration of 3 months after the date of this Offer Document (or such period as varied by the ASIC) the Company will not issue any New Shares and will repay all application monies for the New Shares within the time prescribed under the Corporations Act, without interest.

The fact that ASX may grant official quotation to the New Shares is not to be taken in any way as an indication of the merits of the Company or the New Shares now offered for subscription.

1.10 CHESS

The Company will apply to ASX to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of New Shares allotted to them under this Offer Document. The notice will also advise holders of their Holder Identification Number ( HIN ) and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

1.11 Overseas Eligible Shareholders

This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Offer Document.

It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of Shares these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Offer is not being extended and New Shares will not be issued to Shareholders with a registered address which is outside Australia or New

Zealand.

Please refer to the ‘Important Notes’ section of this Offer Document for additional information relating to the offer to New Zealand investors.

1.12 Taxation implications

The Directors do not consider it appropriate to give Shareholders advice regarding the taxation consequences of subscribing for New Shares under this Offer Document. The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders.

Shareholders should consult their professional tax adviser in connection with subscribing for New Shares under this Offer Document.

1.13 Risk factors

An investment in New Shares should be regarded as speculative. In addition to the general risks applicable to all investments in listed securities, there are specific risks associated with an investment in the Company which are described in Section 3.

1.14 Enquiries concerning Offer Document

Enquiries concerning the Entitlement and Acceptance Form can be obtained by contacting Registries Limited by telephone on (02) 9290 9600. Enquiries relating to this Offer Document should be directed to the Company Secretary by telephone on (02) 9252 1933.

2. ACTION REQUIRED BY SHAREHOLDERS

2.1 How to Accept the Offer

Your acceptance of the Offer must be made on the Entitlement and Acceptance Form accompanying this Offer Document. Your acceptance must not exceed your Entitlement as shown on that form. If it does, your acceptance will be deemed to be for the maximum Entitlement.

You may participate in the Offer as follows:

(a) if you wish to accept your Entitlement in full:
(i) complete the Entitlement and Acceptance Form, filling in the details in the spaces provided; and
(ii) attach your cheque for the amount indicated on the Entitlement and Acceptance Form; or
(b) if you only wish to accept part of your Entitlement:
(i) fill in the number of Shares you wish to accept in the space provided on the Entitlement and Acceptance Form; and
(ii) attach your cheque for the appropriate application monies (at 0.4 cents per Share); or
(c) if you do not wish to accept all or part of your Entitlement, you are not obliged to do anything.

Alternatively, you can trade your Entitlement rights as follows:

(a) to sell any or all of your Entitlement you will need to instruct a stockbroker to sell the Entitlement rights which you wish to renounce. If you wish to do so you must instruct your stockbroker by completing the panel headed “Instructions to your Stockbroker” on the back of the Entitlement and Acceptance Form and lodge that form with your stockbroker. Your stockbroker must sell those rights before the rights trading ceases; or
(b) if you wish to transfer all or part of your rights to another person other than on ASX you must forward a completed renunciation form (which you can obtain by contacting the Company) together with the Entitlement and Acceptance Form.

All cheques must be drawn on an Australian bank or bank draft made payable in Australian currency to “Montec International Limited – Share Account” and crossed “Not Negotiable” .

Your completed Entitlement and Acceptance Form and cheque must reach the Company no later than 5:00pm (EST) on the Closing Date.

3. RISK FACTORS

3.1 Introduction

An investment in the Company is not risk free and prospective new investors should consider the risk factors described below, together with information contained elsewhere in this Offer Document, before deciding whether to apply for Shares.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

3.2 Share Market Risks

Potential investors should recognise that the prices of Shares fall as well as rise, and the price of the Company's Shares may trade below the issue price.

3.3 Investment Risks Generally

Risks of a general nature relating to investment in Shares generally and especially in the cases of an investment in companies with small market capitalisation.

3.4 Changes in Economic Conditions

The Company's business may be affected by changes in general economic conditions, including changes in interest rates.

3.5 Specific Risks

Investors should be aware that an investment in the Company involves risks specifically related to the nature of the business of the Company.

The Shares to be allotted under this Offer Document carry no guarantee in respect of future profitability, dividends, return of capital, or the price at which they might trade on ASX,

In addition to the general risks as outlined above, the Directors’ have identified the following specific risks in relation to the Company:

(a) Operational Risks

Successful execution of the Company’s business plan is dependent on the implementation of initiatives, which include extending operations and launching products in China. There are execution risks inherent in Montec’s business initiatives and no assurance can be given that the Company will be successful in their implementation.

(b) Sales Decline

Montec management may fail to realise business plan targets, including sales, due to an unexpected decline in consumer demand for milk and Montec products or due to significant changes in competitor activities or consumer tastes. Royalties and manufacturing margins may also vary significantly in the future due to factors beyond management’s control which may include a decline in demand for Montec products or a significant rise in competition by similar or substitute products.

(c) Unforseen Expenses

Montec may be subject to significant unforseen expenses or actions. This may include unplanned operating expenses, future legal actions or expenses in relation to future unforseen events. The Directors expect that Montec will have adequate working capital to carry out its stated objectives however there is the risk that additional funds by way of share placement or share issue may be required to fund Montec’s future objectives.

(d) Intellectual Property Risks

Montec’s intellectual property rights may be infringed or challenged resulting in loss of competitive advantages or significant costs.

(e) Uncertain Contracts

There can be no guarantee that contracts or relationships will continue as anticipated, which may include contracts for the licensing of the Mono Premix formula to dairy counterparties, for the supply of ingredients to Montec and its counterparties or the distribution of Montec’s products.

(f) Legislative Changes

New legislation and changes to existing legislation and government policy in areas such as trading restrictions and health may impact upon Montec and its operating performance. Taxation rates and other fiscal regulation in Montec’s regions of operations may change significantly in the future.

(g) Foreign Markets Risk

As Montec will be deriving revenues from overseas countries, Montec will be exposed to risks such as unexpected changes in regulatory requirements, longer payment cycles, problems in collecting debts, fluctuations in currency exchange rates, foreign exchange controls which restrict or prohibit repatriation of funds and potentially adverse tax consequences.

(h) Regulatory Risks

The inclusion of ingredients in foods is governed by government regulatory controls in each target market. Although ingredients used within the formula are approved by relevant authorities in some target markets, approvals in all target markets may not be obtained and maintained.

(i) Economic and Political Risk

Economic and political conditions may deteriorate significantly in certain countries. In such circumstances, general business conditions may deteriorate or relations with countries in Montec’s target markets may deteriorate so that financial outcomes will not be realised.

(j) Retention of Key Employees

Montec’s success and growth will depend upon its ability to retain and attract key management, technical and operating personnel. The loss of services provided by key personnel, or the Company’s inability to attract requisite personnel could have a material effect on the Company’s business.

(k) Lack of Resources

The successful commercialisation of Montec’s products may place a significant strain on Montec’s managerial, operational and financial resources. To manage its potential growth, Montec must successfully implement management, operational and financial systems. There can be no assurance that Montec will be able to manage effectively the implementation of such systems. Inability to manage growth could have a material adverse effect on Montec.

(l) Foreign Exchange Risks

The rate of foreign exchange between Australia, China and other target markets may vary significantly or may impact the costs of hedging foreign currency translation. The cost of raw materials may vary significantly in Montec’s target markets which may impact the price and consumer demand for Montec’s products.

(m) Product Liability

Food products carry an inherent risk of product liability. Although it is planned that Montec’s products will be produced by independent dairy processors and no claims have been made against Montec, it would be imprudent not to highlight that the Company may face exposure to legal liability.

(n) Interest Rate Risks

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

(o) Share Price Fluctuation

The New Shares are expected to be listed on the ASX where their price may rise or fall. Investors should be aware that there are risks associated with stock market investments. It is important to recognise that New Share prices may fall as well as rise and that the price of the New Shares may trade below the Offer price. Factors that may affect the market price of the New Shares include variations in general or industry specific market conditions.

(p) Litigation Risk

Montec may be exposed to various types of litigation. Claims may be made against Montec from time to time in the normal course of business. As at the date of this Offer Document, the Company is not involved in any litigation, prosecutions, arbitrations, disputes and claims actual, pending or threatened.

3.6 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 securities offered under this Offer Document. Therefore, the securities to be issued pursuant to this Offer Document carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those securities.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for securities pursuant to this Offer Document.

4. SUMMARY OF UNDERWRITING AGREEMENT

On 4 September 2009, the Company and Patersons Securities Limited ( Patersons ) entered into an agreement for Patersons to act as Underwriter and Lead Manager to the Offer ( Underwriting Agreement ).

In its role as Lead Manager to the Offer, Patersons’ shall provide the Company with all necessary assistance in undertaking the Offer as is customary and appropriate in such a transaction. In its role as Underwriter, Patersons shall underwrite up to the full amount sought under the Offer (being 154,864,539 New Shares) ( Underwritten Shares ).

The Underwriting Agreement is conditional on:

(a) the Underwriter having the opportunity to participate in, and review, any reports commissioned by the Company for the Offer process;
(b) the Company preparing an Offer Document and other announcements in respect of the Offer that fully comply with all relevant aspects of the Corporations Act (including ASIC Policy), the ASX Listing Rules and the Constitution of the Company, the terms and contents of which are to Patersons’ satisfaction;
(c) the Company confirming to Patersons in writing that, after receiving legal advice, it is able to raise capital without a prospectus and is in compliance with all relevant regulatory requirements; and
(d) Patersons providing its confirmation in writing that it has no objection to the form and content of the Company’s Offer Document, including references to Patersons as Lead Manger and/or Underwriter to the Offer.

Pursuant to the Underwriting Agreement the Company agrees to pay to Patersons:

(a) a Management Fee of $40,000, $20,000 of which will be payable within 3 business days of execution of the Underwriting Agreement by the Company, with the balance payable on the date of allotment of the New Shares pursuant to the Offer;
(b) a Selling Fee of 1% of the gross amount raised under the offer. All selling fees will be paid by Patersons from this Selling Fee; or
(c) an Underwriting Fee of 5% of the dollar amount underwritten. All subunderwriting fees will be paid by Patersons from this Underwriting Fee.

In addition to the above fees, Patersons will require reimbursement for out-ofpocket expenses reasonably incurred by the Underwriter in relation to the Offer. Patersons will obtain the Company’s consent prior to incurring any single expense greater than $3,000.

The Underwriter may, by giving written notice to the Company at any time prior to the issue of the Underwritten Shares, including the Shortfall, terminate its obligations under this Agreement if:

(a) ( Market Price ): If after the date of this Agreement any Shares trade on ASX at a price less than the Offer Price;

(b) ( Indices fall ): any of the All Ordinaries Index or the All Industrial Index as published by ASX is at any time after the date of this Agreement 10% or more below its respective level as at the close of business on the Business Day prior to the date of this Agreement;
(c) ( No Official Quotation ): official quotation has not been unconditionally granted by the date Patersons is required to apply for the shortfall securities or, having been granted, is subsequently withdrawn, withheld or qualified;
(d) ( Failure to lodge a Cleansing Notice ): the Company fails to lodge a Cleansing Notice in accordance with section 708AA(7) of the Corporations Act;
(e) ( Section 708AA(7) Notice ): in relation to the 708AA(7) Notice the Underwriter reasonably forms the view that there is a material omission, it contains a material statement which is misleading or deceptive, or a material statement has become misleading or deceptive;
(f) ( Supplementary notice ): that Underwriter reasonably forms the view that an additional notice must be made to the ASX so as not to contravene section 708AA of the Corporations Act and the Company does not lodge such a notice in the form and content and within the time reasonably required by that Underwriter;
(g) ( Restriction on allotment ): the Company is prevented from allotting the New Shares within the time required by the Underwriting Agreement, the Corporations Act, the Listing Rules, any statute, regulation or order of a court of competent jurisdiction by ASIC, ASX or any court of competent jurisdiction or any governmental or semi-governmental agency or authority;
(h) ( ASIC application ): an application is made by ASIC for an order under section 1324B or any other provision of the Corporations Act in relation to the Offer, the date Patersons is required to apply for the shortfall securities has arrived, and that application has not been dismissed or withdrawn;
(i) ( Takeovers Panel ): the Takeovers Panel makes a declaration that circumstances in relation to the affairs of the Company are unacceptable circumstances under Pt 6.10 of the Corporations Act, or an application for such a declaration is made to the Takeovers Panel;
(j) ( Hostilities ): there is an outbreak of hostilities or a material escalation of hostilities (whether or not war has been declared) after the date of this agreement involving one or more of Australia, New Zealand, Indonesia, Japan, Russia, the United Kingdom, the United States of America, India, Pakistan, or the Peoples Republic of China, Israel or any member of the European Union, or a terrorist act is perpetrated on any of those countries or any diplomatic, military, commercial or political establishment of any of those countries anywhere in the world;
(k) ( Indictable offence ): a director or senior manager of the Company or a Related Body Corporate is charged with an indictable offence;
(l) ( Default ): default or breach by the Company under the Underwriting Agreement or any terms, condition, covenant or undertaking;

(m) ( Incorrect or untrue representation ): any representation, warranty or undertaking given by the Company in the Underwriting Agreement is or becomes untrue or incorrect;
(n) ( Contravention of constitution or Act ): a contravention by the Company or a Related Body Corporate of any provision of its constitution, the Corporations Act, the Listing Rules or any other applicable legislation or any policy or requirement of ASIC or ASX;
(o) ( Adverse Charge ): an event occurs which gives rise to a material adverse effect or any adverse change or any development including a prospective adverse change after the date of the Underwriting Agreement in the assets, liabilities, financial position, trading results, profits, forecasts, losses, prospects, business or operations of the Company or any Related Body Corporate including, without limitation, if any forecast in the Offer documentation becomes incapable of being met or in Patersons’ reasonable opinion, unlikely to be met in the projected time;
(p) ( Significant change ): a “new circumstance” as referred to in section 719(1) of the Corporations Act arises that is materially adverse from the point of view of an investor;
(q) ( Public statements ): without the prior approval of Patersons a public statement is made by the Company in relation to the Offer;
(r) ( Misleading information ): any information supplied at any time by the Company or any person on its behalf to Patersons in respect of any aspect of the Offer or the affairs of the company or any Related Body Corporate is or becomes misleading or deceptive or likely to mislead or deceive;
(s) ( Change in Act or policy ): there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any of its States or Territories any Act or prospective Act or budget or the Reserve Bank of Australia or any Commonwealth or State authority adopts or announces a proposal to adopt any new, or any major change in, existing, monetary, taxation, exchange or fiscal policy;
(t) ( Prescribed Occurrence ): a prescribed occurrence occurs;
(u) ( Suspension of debt payments ): the Company suspends payment of its debts generally;
(v) ( Event of Insolvency ): an event of insolvency occurs in respect of the Company or a Related Body Corporate; or
(w) ( Judgment against ): a judgment in an amount exceeding $25,000 is obtained against the Company or a Related Body Corporate and is not set aside or satisfied within 7 days.

The Underwriting Agreement also contains a number of indemnities, representations and warranties from the Company to the Underwriter that are considered standard for an agreement of this type.

5. DEFINED TERMS

Applicant refers to a person who submits an Entitlement and Acceptance Form.

Application refers to the submission of an Entitlement and Acceptance Form.

ASX means ASX Limited (ACN 008 624 691) or, where the context permits, the Australian Securities Exchange operated by ASX Limited.

Closing Date means 5.00pm EST Thursday, 8 October 2009.

Company means Montec International Limited (ACN 104 600 544).

Directors means the directors of the Company.

EST means Australian Eastern Standard Time.

Eligible Shareholder means a Shareholder whose details appear on the Company's register of Shareholders as at the Record Date.

Entitlement means the entitlement to subscribe for one (1) New Share for every one (1) Share held by an Eligible Shareholder on the Record Date and Entitlements has a corresponding meaning.

Entitlement and Acceptance Form means the Entitlement and Acceptance Form accompanying this Offer Document.

Listing Rules means the Listing Rules of the ASX.

New Share means a new Share proposed to be issued pursuant to this Offer.

Offer means the renounceable pro rata offer of New Shares at an issue price of 0.4 cents each on the basis of one (1) New Share for every one (1) Share held on the Record Date pursuant to this Offer Document.

Offer Document means this Offer Document dated Tuesday, 8 September 2009.

Opening Date means Wednesday, 23 September 2009.

Record Date means Thursday, 17 September 2009.

Section means a section of this Offer Document.

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

Shortfall means those Shares under the Offer not applied for by Shareholders under their Entitlement .

Shortfall Offer means the offer for the Shortfall pursuant to this Offer Document.

Shareholder means a holder of Shares.