LARK DISTILLING CO. LTD — Capital/Financing Update 2012

Oct 9, 2012

MONTEC INTERNATIONAL LIMITED

ACN 104 600 544

OFFER DOCUMENT

For a renounceable Rights Issue of two (2) New Shares for every one (1) Share held by Shareholders registered at 7.00pm AEDST on 18 October 2012 at an issue price of $0.001 per New Share to raise approximately $819,233.

The Rights Issue is partially underwritten to the sum of $671,000 by Patersons Securities Limited.

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 should be read in its entirety. If you do not understand its contents or you are in doubt as to the course of action you should take, you should consult your stockbroker, accountant or other professional adviser without delay.

If you do not lodge an Entitlement and Acceptance Form together with payment by 5.00pm AEDST on 8 November 2012, you will not be issued New Shares in the Company.

m802291_1.DOC/FM/RH/mb

Corporate Directory

Registered Office

Level 3, Suite 302 70 Pitt Street Sydney NSW 2000 Ph: 1300 134 875 Fax: (02) 9233 4491 Email: investors@montec-international.com.au

Directors

Principal Legal Adviser

TressCox Lawyers Level 9, 469 La Trobe Street Melbourne Vic 3000

Underwriter and Lead Manager

Patersons Securities Limited Level 23, Exchange Plaza 2 The Esplanade Perth WA 6000

Mr Terry Cuthbertson (Non-Executive Chairman)

Mr James Manny ( Non-Executive Director )

Mr Peter Herd (Non-Executive Director)

Mr David Yu (Non-Executive Director)

Company Secretary

Mr Nick Geddes

ASX Code

Auditor

Grant Thornton Audit Pty Ltd Level 17, 383 Kent Street Sydney NSW 2000

Share Registry

Boardroom Pty Limited Level 7, 207 Kent Street Sydney NSW 2000 Ph: 1300 737 760 (within Australia) Ph: +61 2 9290 9600 (outside Australia) Fax: 1300 653 459

Shares: MTI

m802291_1.DOC/FM/RH/mb

CONTENTS

OFFER DOCUMENT	OFFER DOCUMENT	1
CORPORATE DIRECTORY		2
1.	CHAIRMAN’S LETTER	4
2.	KEY DATES	6
3.	DETAILS OF THE OFFER	7
4.	CAPITAL STRUCTURE AND FINANCIAL INFORMATION	13
5.	MATERIAL CONTRACTS AND ADDITIONAL INFORMATION	14
6.	RISKS	18
7.	ACTION REQUIRED BY ELIGIBLE SHAREHOLDERS	21
8.	GLOSSARY	23

m802291_1.DOC/FM/RH/mb

Page 3

1. CHAIRMAN’S LETTER

On 10 October 2012, MTI announced its proposal to undertake a Renounceable Rights Issue to raise approximately $819,233 (before costs of the issue) .

Under the Rights Issue, Shareholders are entitled to subscribe for two New Shares for one Share held as at the Record Date, at an issue price of $0.001 per New Share. The New Shares will be fully paid and rank equally with the Company’s existing Shares on issue. The Rights Issue is partially underwritten to the sum of $671,000 by Patersons Securities Limited.

Below is a summary of the key terms of the Rights Issue:

Type of offer	Renounceable Rights Issue
Issue Ratio	2 New Shares for every 1 Share held
Issue Price	$0.001 per New Share
Eligible Shareholders	Shareholders who have a registered address in Australia and New
	Zealand may apply for New Shares under the Rights Issue.
	Shareholders who have a registered address outside Australia and New
	Zealand may not subscribe for New Shares under the Rights Issue.
	However, the Company has appointed Patersons Securities Limited as
	nominee to arrange for the sale of Rights on behalf of those
	Shareholders who have a registered address outside of Australia and
	New Zealand.
Closing Price	The Company’s Share closing price on 30 August 2012 (the last day a
	trade was recorded prior to the announcement of the Rights Issue) was
	$0.001.
Capital Raised	Approximately $819,233 (before costs of the Rights Issue).
Use of Capital Raised	As noted in section 3.1 of this Offer Document, priority sub-underwriting
	arrangements have been entered into with Nebral and Trandara who
	have advanced a loan in the amount of $350,000 to the Company. It
	has been agreed that any shortfall under the Rights Issue will, in priority
	to any other sub-underwriting commitment, be applied against the loan
	advanced by these parties in equal proportions, up to a total of
	$350,000. Funds raised that are not applied towards the repayment of
	this loan, will be applied towards working capital and identifying and
	assessing potential acquisition opportunities.

New Shares to be issued 819,233,408 New Shares.

Shares on issue following A maximum of 1,228,850,112 Shares. Rights Issue

m802291_1.DOC/FM/RH/mb

Page 4

Partially underwritten by Patersons Securities Limited

Underwriter

A Shortfall Facility will also be made available for those New Shares that are not subscribed for under the Rights Issue. Please refer to Section 3.1 for further details.

Important Dates

A detailed schedule of key dates is included in Section 2. However, the following are key dates relating to the Rights Issue that you need to be aware of:

Event	Date
Record Date	18 October 2012
Offer Document and Entitlement and Acceptance Form released	24 October 2012
Closing date for receipt of Entitlement and Acceptance Form	5.00pm AEDST on 8 November 2012
Dispatch of New Share transaction confirmation statements. Deferred settlement trading ends.	16 November 2012

Entitlement

Eligible Shareholders on the Record Date who would like to take up their Entitlement in whole or in part, may complete the Entitlement and Acceptance Form accompanying this Offer Document. You should then return the completed Entitlement and Acceptance Form together with your cheque for the number of New Shares you wish to subscribe for in the reply paid envelope to the Company’s Share Registry by no later than 5.00pm (AEDST) on 8 November 2012. Alternatively, you may elect to utilise the BPAY® facility which will then not necessitate the return of your Entitlement and Acceptance Form to the Company’s Share Registry.

The Company may also seek shareholder approval to consolidate its share capital on a 1 for 10 basis at its 2012 annual general meeting to be held in November 2012, following the completion of the Rights Issue. Accordingly, Eligible Shareholders’ Entitlements are calculated on a preconsolidation basis.

Yours sincerely

==> picture [93 x 39] intentionally omitted <==

Terry Cuthbertson Chairman

® Registered to BPAY Pty Ltd ABN 69 079 137 518

m802291_1.DOC/FM/RH/mb

Page 5

2. KEY DATES

The following are key dates relating to the Rights Issue that you need to be aware of:

Activity	Date
Announcement of Rights Issue	Before 10am, 10
	October 2012
Dispatch of notices to Shareholders informing of Rights Issue	11 October 2012
Ex Date	12 October 2012
Record Date	18 October 2012
Offer Document and Entitlement & Acceptance Form	24 October 2012
dispatched and announcement that dispatch completed
Rights trading ends	31 October 2012
Securities quoted on a deferred settlement basis	1 November 2012
Closing date for acceptances	8 November 2012
ASX notified of under subscriptions	13 November 2012
Allotment of Shares	16 November 2012
Dispatch of New Share transaction confirmation statements.	16 November 2012
Deferred settlement trading ends.

Subject to the Listing Rules, the Directors note that this timetable is indicative only and reserve the right to amend this timetable without notice.

m802291_1.DOC/FM/RH/mb

Page 6

3. DETAILS OF THE OFFER

3.1. Summary of the Offer

The Company is pleased to offer existing Shareholders the opportunity to participate in a 2 for 1 Rights Issue.

The offer to subscribe for New Shares under the Rights Issue is made to Eligible Shareholders whereby Eligible Shareholders may subscribe for two (2) New Shares for every one (1) Share held by the Eligible Shareholder as at 7:00pm AEDST on 18 October 2012 for an issue price at $0.001 per New Share ( Offer ).

The Offer will result in the Company raising approximately $819,233 before the costs of the Rights Issue.

The Rights Issue is renounceable. This means that Rights may be traded on ASX or otherwise transferred if you do not wish to take up some or all of your Entitlement.

The Offer is partially underwritten by Patersons Securities Limited to the value of $671,000. Nebral and Trandara who have advanced a loan in the amount of $350,000 to the Company have also agreed to act as Priority Sub-Underwriters to the Offer. Accordingly any shortfall under the Rights Issue will, in priority to any other sub-underwriting commitment, be applied against the loan advanced by these parties in equal proportions, up to a total of $350,000.

The Offer opens for acceptances on 24 October 2012 and all acceptances and payments must be received by no later than 5.00pm AEDST on 8 November 2012. Applications for New Shares must be paid for in full. This date may be varied without notice to Shareholders to the extent such change is in accordance with the ASX Listing Rules.

Shareholders who are on the Company’s Register at 7.00pm AEDST on 18 October 2012 will receive Rights to acquire 2 New Shares for every 1 Share held. Shareholders who are not on the Company Register by this date will not receive Rights to acquire New Shares under the Offer.

Only those Shareholders with registered addresses in Australia and New Zealand are entitled to participate in the Rights Issue and accordingly, only those Eligible Shareholders will be entitled to subscribe for New Shares.

The Company has appointed Patersons Securities Limited as nominee for those Shareholders with a registered address outside of Australia and New Zealand (Foreign Shareholders) to arrange for the sale of the Rights which would have been offered to them. Patersons Securities Limited will arrange for proceeds (if any), net of expenses, to be sent

m802291_1.DOC/FM/RH/mb

Page 7

proportionally to each individual Foreign Shareholder. Patersons Securities Limited will have the sole and absolute discretion to determine the timing and price at which the Rights may be sold and the manner of any such sale. Neither the Company nor Patersons Securities Limited will be subject to any liability for the failure to sell the Rights or to sell them at a particular price.

If, in the reasonable opinion of Patersons Securities Limited, there is not a viable market for the Rights or a surplus over the expenses of sale cannot be obtained for the Rights that would have been offered to the Foreign Shareholder, then the Rights will be allowed to lapse and they will form part of the Shortfall Facility.

Below is a summary of the key terms of the Rights Issue:

Type of Offer	Renounceable Rights Issue
Issue Ratio	2 New Shares for every 1 Share held
Issue Price	$0.001 per New Share
Eligible Shareholders	Shareholders who have a registered address in
	Australia and New Zealand may apply for New
	Shares under the Rights Issue. Foreign
	Shareholders may not subscribe for New
	Shares under the Rights Issue. However, the
	Company has appointed Patersons Securities
	Limited as nominee to arrange for the sale of
	Rights on behalf Foreign Shareholders.
Closing Price	The Company’s Share closing price on 30
	August 2012 (the last day a trade was recorded
	prior to the announcement of the Rights Issue)
	was $0.001.
Capital Raised	Approximately $819,233 (before the costs of the
	Rights Issue).
Use of Capital Raised	As noted in section 3.1 of this Offer Document,
	priority sub-underwriting arrangements have
	been entered into with Nebral and Trandara
	who have advanced a loan in the amount of
	$350,000 to the Company. It has been agreed
	that any shortfall under the Rights Issue will, in
	priority to any other sub-underwriting
	commitment, be applied against the loan
	advanced by these parties in equal proportions,
	up to a total of $350,000. Funds raised that are

m802291_1.DOC/FM/RH/mb

Page 8

	not applied towards this loan will be applied
	towards working capital and identifying and
	assessing potential acquisition opportunities.
New Shares to be issued	819,233,408 New Shares
Shares on issue following Rights Issue	1,228,850,112 New Shares

A Shortfall Facility is also available to Eligible Shareholders who subscribe for their full Entitlement.

The Directors reserve the right to issue New Shares under the Shortfall Facility at their absolute discretion in consultation with the Underwriter and in accordance with the terms of the Underwriting Agreement. Should additional New Shares not be allocated, those Eligible Shareholders who have applied for additional New Shares will be refunded their application money (without interest) on those New Shares not allotted. The offer of any New Shares under the Shortfall Facility will remain open for up to three (3) months following the Closing Date.

In the event the Rights Issue is not fully subscribed, the Directors, in consultation with the Underwriter, reserve the right pursuant to Listing Rule 7.2 (Exception 3) to place the shortfall at an issue price per New Share of not less than $0.001 within 3 months of the close of the Offer on normal commercial terms.

The Company may also seek shareholder approval to consolidate its share capital on a 1 for 10 basis at its 2012 annual general meeting to be held in November 2012, following the completion of the Rights Issue. Accordingly, Eligible Shareholders’ Entitlements are calculated on a pre-consolidation basis.

3.2. Directors and major shareholder participation

Each of the Directors listed in the table below have confirmed to the Company that they will take up their full entitlement under the Offer as detailed below:

Director	Current Shareholding	Entitlement	Subscription Amount
Terry Cuthbertson1	7,951,352	15,902,704	$15,902.80
Peter Herd2	1,950,205	3,900,410	$3,900.40
TOTAL	9,901,557	19,803,114	$19,803.20

m802291_1.DOC/FM/RH/mb

Page 9

1 Terry Cuthbertson currently holds 20,000 shares directly and 7,931,352 shares in Kore Management Services Pty Ltd as trustee of the Cuthbertson Superannuation Fund.

2 Peter Herd currently holds 40,000 shares directly and 1,910,205 indirectly by Byre Pty Ltd as trustee of the Herd Family Trust.

Terry Cuthbertson has also agreed to participate in the Offer as a sub-underwriter through Kore Management Services Pty Ltd as trustee of the Cuthbertson Superannuation Fund to the value of $40,000. This will result in Mr Cuthbertson acquiring an interest in up to an additional 40,000,000 shares in the Company and direct and indirect interests in up to 63,854,056 shares in the Company (being an interest of up to 5.9% of the issued capital of the Company if only the Underwritten Shares are issued. Any New Shares that are issued in addition to the Underwritten Shares will result in, Mr Cuthbertson’s interests being diluted).

Kore Management Services Pty Ltd as trustee of the Cuthbertson Superannuation Fund will also receive a 2% sub-underwriting fee of the amount it has agreed to sub-underwrite, (being $800).

Nebral and Trandara who are each substantial shareholders of MTI have agreed to act as priority sub-underwriters to the Offer. A table setting out the interests each of these entities hold in MTI both before and after the completion of the Offer is set out below:

Shares	Nebral	Percentage Interest	Trandara	Percentage Interest
Shares held prior to Offer	23,229,680	6.52%	23,229,680	6.52%
Shares acquired under private placement on 10 October 2012	23,428,266	-	nil	-
Maximum entitlement under Offer	93,315,892	-	46,459,360	-
Maximum amount sub- underwritten*	175,000,000	-	175,000,000	-
Maximum Interest upon completion of Offer*	314,973,838	29.15%	244,689,040	22.64%

*Neither Nebral or Trandara has given the Company any binding commitment in respect of subscribing for its entitlements under the Rights Issue. The table sets out the maximum interest Nebral and Trandara may acquire pursuant to the Rights Issue if only the Underwritten Shares are issued. Any New Shares that are issued in addition to the Underwritten Shares will result in Nebral and Trandara’s interests being diluted.

Nebral and Trandara are associates and therefore have the capacity to acquire up to approximately a 51.8% interest in MTI.

3.3. Applying for New Shares

If you are an Eligible Shareholder, you should read Section 7 detailing the process for applying for New Shares.

m802291_1.DOC/FM/RH/mb

Page 10

If you are not an Eligible Shareholder, you may not apply for New Shares under the Offer.

3.4. Closing Date and payment for New Shares

The Closing Date for acceptance of the Entitlement and Acceptance Forms together with Application Monies is 5.00pm (AEDST) on 8 November 2012.

Cheques must be drawn in Australian currency on an Australian bank and made payable to ‘ Montec International Limited – Rights Issue ’ and crossed ‘ Not Negotiable’ . Shareholders are asked not to forward cash, postal notes or money orders by mail. Receipts for payment will not be issued.

Eligible Shareholders who receive an Entitlement and Acceptance Form may submit payment for New Shares by using BPAY®[3] . In order to use BPAY, please follow the instructions set out on the Entitlement and Acceptance Form. Payment via BPAY will not necessitate the return of the Entitlement and Acceptance Form to the Company’s Share Registry.

3.5. Allotment of New Shares

The Company intends that the New Shares applied for by Eligible Shareholders will be allotted and issued on 16 November 2012. Transaction confirmation statements pertaining to those New Shares will also be despatched on 16 November 2012.

Until the allotment and issue of New Shares, Application Moneys will be held by the Company in trust in a separate bank account opened and maintained for that purpose only. Any interest earned on the Application Monies will be for the benefit of the Company and will be retained by the Company irrespective of whether allotment takes place.

3.6. Rights attaching to New Shares

From allotment, the New Shares issued pursuant to this Offer Document will rank equally in all respects with existing Shares.

3.7. Closing Price

The Company’s Share closing price on 30 August 2012, being the day before the last day trades were recorded prior to the announcement of the Rights Issue, was $0.001.

3 ® Registered to BPAY Pty Ltd ABN 69 079 137 518

m802291_1.DOC/FM/RH/mb

Page 11

3.8. ASX quotation

The Company has applied for Official Quotation on ASX for the New Shares.

3.9. Foreign Shareholders

The Company has determined that it is unreasonable to make offers of New Shares to Shareholders with registered addresses outside Australia or New Zealand ( Foreign Shareholders ). This decision was made having regard to the number of Foreign Shareholders, the number and value of New Shares those Foreign Shareholders would have been offered and the cost of and time involved in complying with the legal and regulatory requirements of the jurisdictions in which the Foreign Shareholders are domiciled.

The Company has appointed Patersons Securities Limited as nominee for those Shareholders with a registered address outside of Australia and New Zealand (Foreign Shareholders) to arrange for the sale of the Rights which would have been offered to them. The Company has applied to ASIC for their approval of the nomination pursuant to section 615 of the Act. Please refer to section 3.1 of this Offer Document for further details.

3.10. Rights Issue is partially underwritten

The Rights Issue is partially underwritten to the value of $671,000 by the Underwriter, Patersons Securities Limited. The Underwriting Agreement is summarised at Section 5.1.

Nebral and Trandara who have advanced a loan in the amount of $350,000 to the Company have agreed to act as Priority Sub-Underwriters to the Offer. Accordingly any shortfall under the Rights Issue will, in priority to any other sub-underwriting commitment, be applied towards the repayment of the loan advanced by these parties in equal proportions, up to a total of $350,000.

m802291_1.DOC/FM/RH/mb

Page 12

4. CAPITAL STRUCTURE

4.1. Impact of the Rights Issue

The issue is a pro rata issue to all Eligible Shareholders. Shareholders who take up their Entitlement in full will not, as a result of the Rights Issue, have their percentage shareholding in the Company diluted.

Eligible Shareholders are also invited to apply for additional New Shares arising as a result of any Shareholders not taking up their Entitlement in full. Eligible Shareholders may apply for additional New Shares by completing the section of the Entitlement and Acceptance Form which deals with additional New Shares. The Directors and the Underwriter reserve the right to allot to an applicant a lesser number of New Shares than the number for which the applicant applies or to reject an application.

The effect of the Rights Issue on the Company’s issued share capital will be as follows:

Fully paid ordinary shares Existing fully paid ordinary shares prior to the Rights Issue Maximum number of New Shares that may be issued under the Rights Issue Maximum number of fully paid ordinary shares following Rights Issue	409,616,704 819,233,408
	1,228,850,112

The Company may seek shareholder approval to consolidate its share capital on a 1 for 10 basis at its 2012 annual general meeting to be held in November 2012. If such an approval is sought and shareholder approval is subsequently obtained and assuming the Rights Issue is fully subscribed, then the Company will have approximately 122,885,011 shares on issue following the consolidation.

m802291_1.DOC/FM/RH/mb

Page 13

5. MATERIAL CONTRACTS AND ADDITIONAL INFORMATION

5.1. Underwriting Agreement

On or about 9 October 2012, the Company and Patersons Securities Limited ( Underwriter ) entered into the Underwriting Agreement pursuant to which the Underwriter has agreed to act as the sole Underwriter and lead manager of the Offer. Pursuant to the terms of the Underwriting Agreement, the Underwriter has agreed to underwrite the Underwritten Shares (to a value of $671,000).

Terms in capital letters in this summary of the Underwriting Agreement have the meaning given to them under the Underwriting Agreement.

Fees

Under the Underwriting Agreement, the Company must, in consideration for its underwriting obligation under the Underwriting Agreement pay the Underwriter:

• (a) an underwriting/selling fee of 6% of the total amount underwritten under the Rights Issue;

• (b) a corporate advisory fee of $20,000; and

• (c) 6% of the gross amount raised upon the completion of the Placement.

The Underwriter is responsible for the payment of all sub-underwriting fees.

Representations, warranties and undertakings of the Company

The Underwriting Agreement contains various representations and warranties that are customary for agreements of this type, including representations and warranties made by the Company and the Underwriter. In addition, the Underwriting Agreement contains various obligations on the Company regarding its conduct in relation to the Offer, including that it must not be involved in any activity which breaches the Underwriting Agreement, its constitution, the Act, the Listing Rules, any binding requirement, policy or guideline of ASIC or ASX and any other applicable laws.

The Company represents and warrants that it has full power to issue and allot the New Shares under the Offer.

m802291_1.DOC/FM/RH/mb

Page 14

Indemnities

The Underwriting Agreement contains the usual indemnities which are given by the Company in favour of the Underwriter.

Termination

The Underwriting Agreement contains standard rights of termination for the Underwriter and the Company. These include, but are not limited to, the Underwriter’s rights of termination if there is an Indices fall, Hostilities, an event of insolvency or upon the occurrence of one of the termination events set out in the Underwriting Agreement.

5.2. Section 708AA of the Act

The Offer is being made without a prospectus on issue. The Rights Issue is permitted without a prospectus having regard to Section 708AA of the Act as the Company has met the requirements of this section and has lodged a Section 708AA(2)(f) Notice with ASX.

5.3. Investment decisions

This Offer Document is an important document and requires your immediate attention. It should be read in its entirety. Any investment decision regarding the Company should be based upon both the information contained in this Offer Document and other documents referred to in this Offer Document. In particular, in considering the Company’s prospects, Shareholders should consider carefully the risk factors that could affect the Company’s performance. Shareholders should carefully consider these factors in light of their personal circumstances including their financial and taxation circumstances. If you do not understand any part of this Offer Document, you should consult your accountant, stockbroker, solicitor or other professional adviser.

5.4. Taxation

The Board considers that it is not appropriate to provide advice regarding the taxation consequences of subscribing for New Shares under this Offer Document.

The Company and its officers and advisers do not accept any responsibility or liability for any taxation consequences of Eligible Shareholders subscribing for and disposing of New Shares. As a result, Eligible Shareholders should consult their own professional tax advisers in connection with subscribing for New Shares under this Offer Document.

5.5. Use of Rights Issue funds

As noted in section 3.1 of this Offer Document, priority sub-underwriting arrangements have been entered into with Nebral and Trandara who have advanced a loan in the amount of $350,000 to the Company. It has been agreed that any shortfall of the underwritten

m802291_1.DOC/FM/RH/mb

Page 15

amount under the Rights Issue will, in priority to any other sub-underwriting commitment, be applied against the loan advanced by these parties in equal proportions, up to a total of $350,000. Funds raised that are not applied to the repayment of this debt will be applied towards working capital and identifying and assessing potential acquisition opportunities. In the event that the Company determines following the Rights Issue that it wishes to make a significant change to the nature or scale of its activities (and therefore apply the funds raised under this Issue towards that new activity), the Company may be required to obtain Shareholder approval for such change in accordance with Chapter 11 of the Listing Rules. Should this occur the Company may also be required to re-comply with the provisions of Listing Rules 1 and 2.

5.6. Discretion regarding issue

The Directors may, with the consent of the Underwriter, extend the Closing Date or vary the issue and dispatch date. In the case of an extension, the date Rights trading ends and the dates following the Closing Date may be affected.

The Company reserves the right to close the Offer at any time and refund Acceptance Monies without interest.

5.7. ASX disclosure

The Company has lodged notices with ASX in compliance with its continuous disclosure obligations under the Act and the Listing Rules. Shareholders can view the Company’s recent announcements on the ASX website www.asx.com.au.

When considering whether to accept their Entitlement under the Rights Issue, Shareholders should consider the Company’s ASX announcements and any risks associated with their personal circumstances. Shareholders should also seek professional advice from their stockbroker, accountant or independent financial adviser in relation to subscribing for their Entitlement.

5.8. Privacy

Shareholder information provided in the Entitlement and Acceptance Form will be made available to the Company and the Company’s Share Registry. Shareholders are able to gain access to such information by contacting either of those entities. The information on the Entitlement and Acceptance Form is being collected for the purposes of determining the number of New Shares which the Company should issue to Shareholders and to allow the Company to act in accordance with Shareholders’ instructions. Information that is provided in the Entitlement and Acceptance Form is also provided to the Underwriter, printers and mailing houses, ASX and other regulatory authorities. If Shareholders do not provide the information in the Entitlement and Acceptance Form, the Company will not be able to issue New Shares in accordance with the Shareholder’s instructions.

m802291_1.DOC/FM/RH/mb

Page 16

To make a request for access or to obtain further information about the Company’s privacy policy please contact the Company on 1300 134 875.

5.9. Definitions

Certain words and phrases used in this Offer Document have defined meanings set out in the Glossary in Section 8.

5.10. Enquiries

If you have any questions regarding the Offer or your Entitlement, please contact the Company’s Share Registry:

Boardroom Pty Limited Level 7, 207 Kent Street Sydney NSW 2000 Ph: 1300 737 760 (within Australia) Ph: +61 2 9290 9600 (outside Australia) Fax: 1300 653 459

Alternatively, contact your stockbroker, solicitor, accountant or other professional advisor.

m802291_1.DOC/FM/RH/mb

Page 17

6. RISKS

An investment in New Shares should be regarded as speculative. A number of risks and uncertainties which are both specific to the Company and of a more general nature may affect the future operating and financial performance of the Company and the value of its Shares.

Estimates and other forward looking statements are only predictions and are subject to inherent risks and uncertainties which are likely to cause actual values, results, performance or achievements to differ from those predicted. The following risk factors are not exhaustive. If any of the following risks materialise, the Company's business, financial condition and operational results are likely to suffer, the trading price of the Company’s shares may fall and you may lose all or part of your investment.

If you do not understand the contents of this Offer Document or you are in doubt as to the course of action you should take, you should consult your stockbroker, accountant or other professional adviser without delay.

6.1. Share market risk

Applicants should be aware that there are risks associated with any securities investment. The market price of the Company’s securities may fall as well as rise and will be influenced by international and domestic factors. Listed securities may experience extreme price fluctuations that are often unrelated to the operating performances of the relevant companies. For example, 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 towards particular market sectors; and

• (e) the demand for and supply of capital.

Neither the Company nor its Directors warrant the future performance of the Company or any return on investment in its securities.

6.2. Future capital requirements

In order to achieve the Company’s objectives including possible further acquisitions, the Company will require substantial expenditure. Neither the Company nor its directors can guarantee that the funds raised through the Offer will be sufficient to successfully achieve all the objectives of the Company’s overall business strategy.

m802291_1.DOC/FM/RH/mb

Page 18

Should the Company fail to raise funds using either debt or equity after the substantial exhaustion of the net proceeds of this Offer, this could delay or suspend the Company’s business strategy. This could have a material adverse effect on the Company’s activities indefinitely.

6.3. Potential acquisitions

The Company may acquire or significantly invest in technologies, products and companies. As such, any future acquisitions would be accompanied by the risks commonly encountered in making acquisitions of technologies, products and companies.

Should the Company fail to raise sufficient capital through the issue of Shares pursuant to this Offer Document, the Company may not be able to make further acquisitions.

In the event that the Company determines following the Rights Issue that it wishes to make a significant change to the nature or scale of its activities, the Company may be required to obtain Shareholder approval for such change in accordance with Chapter 11 of the Listing Rules. Should this occur the Company may also be required to re-comply with the provisions of Chapters 1 and 2 of the Listing Rules. There is a risk that the Company is not able to obtain the necessary shareholder approvals that may be required under Chapter 11 of the Listing Rules, or that the Company is not able to meet the requirements of recompliance with Chapters 1 and 2 of the Listing Rules.

6.4. Reliance on key management

The responsibility of overseeing the day-to-day operations and the strategic management of the Company is substantially dependent upon its management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one, or a number of, these persons cease to be engaged by the Company.

The Company’s future success also depends upon its continuing ability to attract and retain highly qualified personnel. The ability to attract and retain the necessary personnel could have a material effect upon the Company’s business, results of operations and financial position.

6.5. General economic climate

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s activities and liquidity. Other factors such as legislative changes and political decisions may have an impact on operating costs.

The Company’s future income, asset values and share price may be affected by any of the abovementioned factors.

m802291_1.DOC/FM/RH/mb

Page 19

6.6. Liquidity risk

There is no guarantee that there will be an ongoing liquid market for Shares. Accordingly, there is a risk that, should the market for Shares become illiquid, Shareholders will be unable to realise their investment in the Company.

6.7. Speculative nature of investment

The above list of risk factors should not 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 Shares offered under this Offer Document. Therefore, the Shares to be issued pursuant to this Offer carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares.

Shareholders should consider that investment in the Company is speculative and should consult their professional advisers before deciding whether to take up their entitlement.

6.8. Changes to regulatory environment

Changes to laws and regulations or accounting standards which apply to the Company from time to time could materially adversely impact the operating and financial performance and cash flows of the Company.

Changes in the taxation laws in Australia could materially affect operating results of the Company.

6.9. Operations

The future developments, prospectus and business strategies of the Company and the expected results of those operations in future financial years are likely to be impacted by:

• (a) the recognition of royalties and/or profit margins following the sale of commercial quantities of monounsaturated dairy emanating from commercial arrangements that have been established by the Company to date; and

• (b) investment in opportunities already identified in other industries and the sale of Australian made premium products into Asia Pacific countries.

There is no guarantee that the Company will be able to successfully commercialise these opportunities set out above.

m802291_1.DOC/FM/RH/mb

Page 20

7. ACTION REQUIRED BY ELIGIBLE SHAREHOLDERS

This Section applies only to Eligible Shareholders.

7.1. What you may do

You have the following options available in respect of the rights offered to you under the Rights Issue. You may:

• (a) take up all of your Entitlement;

• (b) take up all of your Entitlement and also apply for additional New Shares under the Shortfall Facility;

• (c) take up some of your Entitlement and subscribe for some of the New Shares in respect of your Entitlement; or

• (d) not take up any of your Entitlement.

The Rights Issue is renounceable. This means that Rights may be traded on ASX or otherwise transferred if you do not wish to take up some or all of your Entitlement.

7.2. Shortfall Facility

Shares which are not applied for will comprise the available New Shares under the Shortfall Facility. Under the Shortfall Facility, Shareholders who have subscribed for all their Entitlement may, in addition to their full Entitlement, apply for additional New Shares, regardless of their present holding.

The Directors and the Underwriter reserve the right to allot Shares under the Shortfall Facility at their discretion to Shareholders or to other investors. 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.

Shareholders applying for additional New Shares under the Shortfall Facility should be aware of the following:

• (a) Shareholders may be allotted a lesser number of additional New Shares than applied for;

• (b) Shareholders shall be bound to accept a lesser number of additional New Shares if required by the Company or the Underwriter;

m802291_1.DOC/FM/RH/mb

Page 21

• (c) Shareholders must accept a refund of money in respect of any additional New Shares applied for but not allotted; and

• (d) no interest will be paid on any money refunded to the Shareholders should the circumstances above occur.

7.3. Closing Date

Completed Entitlement and Acceptance Forms should be forwarded to the Company’s Share Registry, together with a cheque for the amount due in respect of the number of New Shares applied for (being the number of New Shares applied for multiplied by $0.001) in the enclosed reply paid envelope by the Closing Date.

Where the total amount payable under an application results in a fraction of a cent, payment must be rounded up to the nearest whole cent.

The Closing Date for acceptance of the Entitlement and Acceptance Forms is 5.00pm (AEDST) on 8 November 2012. Cheques must be drawn in Australian currency on an Australian bank and made payable to ‘ Montec International Limited – Rights Issue ’ and crossed ‘ Not Negotiable ’. Shareholders are asked not to forward cash, postal notes or money orders by mail. Receipts for payment will not be issued.

Eligible Shareholders may submit payment for New Shares by using BPAY. In order to use BPAY, please follow the instructions set out on the Entitlement and Acceptance Form. Payment via BPAY will not necessitate the return of the Entitlement and Acceptance Form to the Company’s Share Registry.

If you elect to not subscribe for your full Entitlement the Rights not taken up by you will lapse.

7.4. If you do not wish to take up any of your Entitlement

If you do not wish to take up any of your Entitlement, you are not required to take any action.

If you elect to not subscribe for any of your Entitlement, the Rights not taken up by you will lapse.

m802291_1.DOC/FM/RH/mb

Page 22

8. GLOSSARY

In this Offer Document, the following terms will have the meanings ascribed to them as follows:

$	Australian Dollar
Act	Corporations Act 2001(Cth)
Application Monies	Money received by the Company from a Shareholder, being the Issue Price multiplied by the number of New Shares applied for
ASX	ASX Limited (ACN 008 624 691)
Board	The board of Directors of the Company
Business Day	A day upon which ASX is open for trading in securities and trading banks in Sydney, New South Wales are open for general banking business
Closing Date	Date on which the Offer closes, being 5.00pm AEDST on 8 November 2012, which may be varied without prior notice by the Company
Company	Montec International Limited (ACN 104 600 544)
Director	A director of the Company
Eligible Shareholder	A person who holds Shares in the Company as at the Record Date with a registered address in Australia and New Zealand
Entitlement and Acceptance Form	The form attached to this Offer Document to be completed by Shareholders when applying for New Shares
Entitlement or Entitlement Shares	The number of New Shares under the Offer each Shareholder is entitled to subscribe for calculated on the basis of 2 New Shares for every 1 Share held by the Shareholder at the Record Date
Foreign Shareholders	Shareholders as at the Record Date who do not have registered addresses in Australia or New Zealand
Issue Price	$0.001 per New Share
Listing Rules	Listing rules of ASX
Nebral	Nebral Pty Ltd (ACN 002 761 328)
New Share	The Shares to be issued to Shareholders under the Offer

m802291_1.DOC/FM/RH/mb

Page 23

Offer	The offer of New Shares under the Rights Issue pursuant to this Offer Document
Offer Document	This offer document dated 24 October 2012
Official Quotation	Has the same meaning as “Quotation” in the Listing Rules
Official List	Has the same meaning given to it in the Listing Rules
Placement	A private placement to sophisticated and professional investors to raise up to $53,428 which is expected to be completed on 10 October 2012
Priority Sub- Underwriting	The Priority Sub-Underwriting arrangements with Nebral and Trandara
Record Date	Date on which the Entitlement is calculated, being 18 October 2012, which may be varied without prior notice by the Company
Relevant Company	The Company and each company which is now, or before the issue of all the Options to be issued to the Underwriter becomes, a subsidiary of the Company as that term is defined in the Corporations Act
Rights	The renounceable rights to subscribe for two New Shares for every one Share held pursuant to this Offer Document
Rights Issue	The pro-rata Entitlement to New Shares under the Offer
Section	A section of this Offer Document
Section 708AA Notice	A notice given by the Company pursuant to section 708AA of the Act
Securities Clearing House	ASX Settlement Pty Limited (ABN 49 008 504 532)
Share	A fully paid ordinary share or a partly paid share in the Company
Shareholder	A person who holds Shares in the Company
Share Registry	Boardroom Pty Limited (ACN 003 209 836)
Shortfall Facility	The facility available whereby Eligible Shareholders may, subject to the discretion of the Company and the Underwriter, apply for and be issued with additional New Shares above the Eligible Shareholder’s Entitlement
Trandara	Trandara Pty Ltd (ACN 002 770 345)
Underwriter	Patersons Securities Limited (ACN 008 896 311, AFSL 239052)

m802291_1.DOC/FM/RH/mb

Page 24

Underwriting Agreement	Underwriting agreement between the Company and the Underwriter dated 9 October 2012
Underwritten Shares	The 671,000,000 New Shares underwritten by the Underwriter in accordance with the terms of the Underwriting Agreement

m802291_1.DOC/FM/RH/mb

Page 25