MONTEC INTERNATIONAL LIMITED

ACN 104 600 544

OFFER DOCUMENT

For a renounceable Rights Issue of 3 New Shares for every 1 Share held by Shareholders registered at 7.00pm AEST on 7 May 2014 at an issue price of $0.001 per New Share to raise approximately $3,177,771.

The Rights Issue is partially underwritten to the sum of $2,560,000

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 AEST on 21 May 2014, you will not be issued New Shares in the Company.

Corporate Directory

Registered Office

Level 3, Suite 302 70 Pitt Street Sydney NSW 2000 Ph: 1300 134 875 Fax: (02) 9233 4497 Email: [email protected]

Directors

Mr Terry Cuthbertson (Non-Executive Chairman)

Mr Peter Herd (Non-Executive Director)

Mr David Yu (Non-Executive Director)

Principal Legal Adviser

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

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: (02) 9290 9600 (within Australia) Ph: +61 2 9290 9600 (outside Australia) Fax: (02) 9279 0664

Company Secretary

Mr Nick Geddes

ASX Code

Shares: MTI

OFFER DOCUMENT	OFFER DOCUMENT	1
1.	CHAIRMAN’S LETTER	4
2.	DETAILS OF THE OFFER	6
3.	ACTIVITIES AND CAPITAL STRUCTURE	14
4.	MATERIAL CONTRACTS AND ADDITIONAL INFORMATION	15
5.	RISKS	21
6.	ACTION REQUIRED BY ELIGIBLE SHAREHOLDERS	25
7.	GLOSSARY	29

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1. CHAIRMAN’S LETTER

On 1 May 2014, MTI announced its proposal to undertake a renounceable Rights Issue to raise approximately $3,177,771 (before costs of the issue) .

As announced on 25 February 2014, the Company has entered into an agreement with Lark Distillery Pty Ltd to distribute Lark whisky and other Lark spirits in China. The Company has also acquired shares in Lark which represent a 31.35% interest.

The Rights Issue is partially underwritten to a value of $2,560,000 by a number of convertible noteholders and lenders who have agreed that the face value of the convertible notes and loans they hold can be offset by them subscribing for any Shortfall Shares under the Offer. In the event noteholders are not required to subscribe for the full amount they have committed to underwrite and they retain convertible notes, the noteholders have agreed to convert the remaining notes into Shares at a conversion price of $0.001. Similarly, if the number of Shortfall Shares (if any) subscribed for by the lenders who have agreed to participate as Underwriters does not fully satisfy the repayment of the loans that have been advanced by the lenders, the lenders have agreed, subject to the Company obtaining the necessary shareholder approvals, to convert their loans into convertible notes (on the same terms and conditions as the notes issued to the existing noteholders).

Any funds raised under the Rights Issue that are not applied to the repayment of convertible notes or loan funds will be applied towards the costs of the Offer and the Company’s working capital to support its focus on the distribution of Lark whisky and other spirit products into the super premium market in China and investigating other business opportunities in China for those dairy products and wines that are available to it through existing distribution arrangements. The market for premium and artisan whisky and spirits is growing globally and the Company believes that there is a significant potential for it to develop the distribution of internationally awarded premium whisky and spirits in China.

Full details of the Rights Issue are included in the Offer Document. I recommend that you read it carefully.

The Offer Document describes in detail the Company’s offer to Eligible Shareholders of a renounceable Right Issue which entitles you to acquire 3 New Shares in the Company for every 1 Share you hold at a price of $0.001 per New Share. A maximum of 3,177,771,279 New Shares will be issued and the New Shares will rank equally with the Company’s existing Shares on issue. The Closing Date for acceptance and payment is 5.00pm AEST on 21 May 2014. Further details of the Rights Issue are set out in Section 2 of the Offer Document.

If you have any questions regarding the Rights Issue, please telephone the Company on 1300 134 875 or email the Company at [email protected].

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I thank all our shareholders for their continued support and encourage you to take up your Rights under the Offer to enable you to fully participate in the Company’s future growth and success.

Yours sincerely

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

Terry Cuthbertson Chairman

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2. DETAILS OF THE OFFER

2.1. Summary of the Offer

The Company is pleased to offer existing Shareholders the opportunity to participate in a 3 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 3 New Shares for every 1 Share held by the Eligible Shareholder as at 7:00pm AEST on 7 May 2014 for an issue price of $0.001 per New Share ( Offer ).

The Offer will result in the Company raising approximately $3,177,771 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 to the value of $2,560,000. As previously announced, noteholders who entered into convertible note agreements with the Company in 2013 and this year and two lenders (being Terry Cuthbertson and Peter Herd) have each agreed that the face value of the convertible notes and loans they hold can be offset by them subscribing for any Shortfall Shares under the Offer. Further details about the underwriting arrangements are set out in Section 4.1.

The Offer opens for acceptances on 12 May 2014 and all acceptances and payments must be received by no later than 5.00pm AEST on 21 May 2014. 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 AEST on 7 May 2014 will receive Rights to acquire 3 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 applied to the Australian Securities and Investments Commission for approval for Berne No 132 Nominees Pty Ltd (ACN 010 413 591) to act as a nominee for Foreign Shareholders to arrange for the sale of the Rights which would have been offered

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to them. Berne No 132 Nominees Pty Ltd 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 Berne No 132 Nominees Pty Ltd will be subject to any liability for a failure to sell the Rights or to sell them at a particular price.

If, in the reasonable opinion of Berne No 132 Nominees Pty Ltd, there is not a viable market for the Rights or a surplus over the expenses of the sale cannot be obtained for the Rights that would have been offered to Foreign Shareholders, then the Rights will be allowed to lapse and they will form part of the Shortfall Facility.

The Company will release an announcement to the ASX when ASIC’s determination regarding the approval of a nominee for the purposes of section 615 of the Act is obtained.

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

Type of Offer	Renounceable Rights Issue.
Issue Ratio	3 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 Berne No 132
	Nominees Pty Ltd (ACN 010 413 591) as
	nominee to arrange for the sale of Rights on
	behalf of Foreign Shareholders.
Discount	The Company’s Share closing price on 22 April
	2014 (the last day a trade was recorded prior to
	the announcement of the Rights Issue) was
	$0.002. Therefore the Issue Price of $0.001
	represents a discount of approximately 50% to
	this closing price.
Capital Raised	Approximately $3,177,771 (before the costs of
	the Rights Issue).
Use of Funds	The Offer is partially underwritten to the value of
	$2,560,000. The Underwriters have agreed that
	the face value of the convertible notes and
	loans they hold can be offset by them
	subscribing for any Shortfall Shares under the

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Offer. As a result, no funds will be raised via the Underwriters as their underwriting commitments will be applied towards offsetting the value of the loans and convertible notes held by those Underwriters.

Any funds raised under the Rights Issue that are not applied to the repayment of convertible notes or loan funds will be applied towards the costs of the Offer and to provide the Company with additional working capital to support its focus on the distribution of Lark whisky and other spirit products into the super premium market in China and investigating other business opportunities in China for those dairy products and wine that are available to it through existing distribution and marketing arrangements. Further details about the use of funds are set out in Section 4.5. Underwritten Amount The Rights Issue is partially underwritten to the value of $2,560,000. New Shares to be issued 3,177,771,279 New Shares. Shares on issue following Rights Issue 4,237,028,372 Shares.

A Shortfall Facility is also available to Eligible Shareholders who subscribe for their full Entitlement. The Shortfall Facility will be made available to Eligible Shareholders prior to being made available to the Underwriters. The number of additional New Shares available will depend on the size of the shortfall.

Eligible Shareholders will not be allocated additional New Shares under the Shortfall Facility if the effect of doing so would result in that shareholder obtaining voting power in the Company in excess of 20% or if that shareholder already holds voting power in excess of 20%, increasing that voting power.

If there is still a shortfall after all applications for additional New Shares from Eligible Shareholders have been satisfied in full (subject to the Act), the Directors will call on the Underwriters’ commitments. To the extent that there remains any shortfall following the issue of additional New Shares to the Underwriters, the Directors, reserve the right pursuant to the Corporations Act and 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.

Further details about the Shortfall Facility are detailed in Section 6.6.

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2.2. 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	1 May 2014
Dispatch of notices to Shareholders informing of Rights Issue	2 May 2014
Ex Date	5 May 2014
Rights trading commences	5 May 2014
Record Date	7 May 2014
Offer Document and Entitlement and Acceptance Form	12 May 2014
Despatched and announcement that despatch completed
Offer opens	12 May 2014
Rights Trading ends	14 May 2014
Securities Quoted on a deferred settlement basis	14 May 2014
Closing date for receipt of Entitlement and Acceptance Form	21 May 2014
ASX notified of under subscriptions	26 May 2014
Dispatch of New Shares transaction confirmation statement	28 May 2014
and Deferred Settlement Trading ends

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

2.3. Director Underwriting and General Underwriting

Two of the Company’s Directors, Terry Cuthbertson and Peter Herd have each confirmed to the Company that they will not take up their entitlements, however as noted below, they have agreed to participate in the Rights Issue as Underwriters. The table below sets out the relevant interest that Mr Cuthbertson and Mr Herd will receive if they are required to fulfil their maximum underwriting commitment.

Page 9

Director	Current Shareholding	Entitlement to be taken up under Offer	Subscription Amount	Underwritten New Shares	Shareholding	Maximum % Interest if Offer fully subscribed	Maximum % Interest if only Underwritten Shares are taken up
Terry Cuthbertson	53,717,511	-*	-*	950,000,000	1,003,717,511	24%	28%
Peter Herd	5,850,615	-*	-*	20,000,000	25,850,615	0.6%	0.7%

*Terry Cuthbertson and Peter Herd are entitled to respectively take up an additional 161,152,533 and 17,551,845 New Shares pursuant to their Entitlements under the Offer. However, the Company has received written undertakings from both Mr Cuthbertson and Mr Herd that they will not take up their respective Entitlements.

Terry Cuthbertson has agreed to participate in the Offer as an underwriter through Kore Management Services to the value of $950,000. This will result in Mr Cuthbertson acquiring an interest in up to an additional 950,000,000 shares in the Company and direct and indirect interests in up to 28% of the issued capital of the Company.

Pursuant to the terms of convertible notes issued to Kore Management Services on 10 December 2013 (having a value of $50,000) and a $900,000 loan advanced to the Company by Kore Management Services (which Kore Management Services has agreed, subject to prior shareholder approval being obtained, can be converted into convertible notes), Kore Management Services has agreed to offset the repayment of the notes and the loan against its underwriting commitment. It has been agreed that in satisfying Kore Management Services’ underwriting obligations, the loan amount will be applied in priority to the convertible notes. If Kore Management Services is not required to satisfy the full amount it has agreed to underwrite, any existing convertible notes that are not converted pursuant to the underwriting arrangement will be converted into Shares at a conversion price of $0.001 upon completion of the Offer and (as announced on 30 January 2014), the Company will seek shareholder approval to the issue of additional convertible notes for the balance of any loan funds not utilised by the underwriting arrangement.

Kore Management Services will also receive a 2% underwriting fee of the amount it has agreed to underwrite (being $19,000).

Peter Herd has agreed to participate in the Offer as an underwriter through Byre Pty Ltd to the value of $20,000 by offsetting the repayment of a loan advanced to the Company (as announced on 24 April 2014) against Byre Pty Ltd’s underwriting commitment. This will result in Mr Herd acquiring an indirect interest in up to an additional 20,000,000 shares in the Company and indirect interests in up to 0.7% of the issued capital of the Company. If Byre Pty Ltd is not required to satisfy the full amount it has agreed to underwrite, the Company will seek shareholder approval for the balance of any loan amount to be converted into convertible notes in the Company.

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Byre Pty Ltd will also receive a 2% underwriting fee of the amount it has agreed to underwrite (being $400).

As announced on 17 October 2013, 30 January 2014 and 24 April 2014 the Company issued convertible notes to raise approximately $2,560,000 (inclusive of the notes referred to above that entities associated with Peter Herd and Terry Cuthbertson have agreed to acquire). Pursuant to the terms of the notes, the noteholders have agreed to enter into underwriting arrangements on standard commercial terms in respect of the Rights Issue. As part of the underwriting terms, each noteholder has agreed to offset the repayment of the convertible notes they hold against their underwriting commitments. Noteholders will only convert their notes if there is any shortfall in the Shares issued under the Offer or the Shortfall Facility and any existing convertible notes that are not converted pursuant to the underwriting arrangement will be converted into Shares at a conversion price of $0.001 upon completion of the Offer.

2.4. Major Shareholder Participation

Nebral who is a substantial shareholder of the Company has agreed to act as an underwriter to the Offer. Nebral’s associate, Trandara currently has an interest in 198,229,680 shares in the Company (amounting to a 18.71% interest). Both Nebral and Trandara provided the Company with a written undertaking that they do not intend to take up their Entitlement which will mean that if Nebral is required to take up the full amount it has underwritten, Nebral and Trandara’s interest could be diluted to approximately a 14.5% interest in the Company.

The table below sets out the interests that Nebral and Trandara hold in the Company both before and after the completion of the Offer (depending upon whether the Offer is fully subscribed).

Shareholder	Current Shareholding	Entitlement to be taken up under Offer	Subscription Amount	Underwritten New Shares	Shareholding	Maximum % Interest if Offer fully subscribed	Maximum % Interest if only Underwritten Shares are taken up
Nebral	221,657,946	-*	-*	100,000,000	321,657,946	7.6%	9%
Trandara	198,229,680	-*	-*	-	198,229,680	4.7%	5.5%

*Nebral and Trandara are entitled to respectively take up an additional 664,973,838 and 594,689,040 pursuant to their Entitlements under the Offer. However, the Company has received written undertakings from both Nebral and Trandara that they will not take up their respective Entitlements.

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2.5. Applying for New Shares

If you are an Eligible Shareholder, you should read Section 6 detailing the process for applying for New Shares.

A Shortfall Facility is also available to Eligible Shareholders who subscribe for their full Entitlement. The number of New Shares that may be allocated will be subject to the number of New Shares that become available as a result of other Shareholders not taking up their full Entitlement. New Shares issued under the Shortfall Facility will be issued to Eligible Shareholders in priority to the Underwriters.

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

2.6. Closing Date and Payment for New Shares

The Closing Date for acceptance of the Entitlement and Acceptance Form together with Application Monies is 5.00pm (AEST) on 21 May 2014.

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®[1] . 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.

2.7. Allotment of New Shares

The Company intends that the New Shares applied for by Eligible Shareholders will be allotted and issued on 22 May 2014. Transaction confirmation statements pertaining to those New Shares will also be despatched on 28 May 2014.

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.

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

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2.8. 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.

2.9. Discount

The Company’s Share closing price on 22 April 2014, being the day before the last day trades were recorded prior to the announcement of the Rights Issue, was $0.002.

2.10. ASX Quotation

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

2.11. 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 Berne No 132 Nominees Pty Ltd (ACN 010 413 591) as nominee for those Foreign Shareholders to arrange for the sale of the Rights which would have been offered to them. The Company has applied to ASIC for its approval of the nomination in accordance with section 615 of the Act.

2.12. Rights Issue is Partially Underwritten

The Rights Issue is partially underwritten to the value of $2,560,000 by the Underwriters. The Underwriting arrangements are summarised at Section 4.1.

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3. ACTIVITIES AND CAPITAL STRUCTURE

3.1. Activities

The Company has entered into a distribution arrangement with Lark to distribute Lark branded whisky and other Lark spirits in China.

The Company also has existing supply arrangements for a range of proprietary branded food products, which may be leveraged through the establishment of distribution partnerships for Lark whisky in China. These include Australian wines to be marketed under the Company’s exclusive “Red Country” label and super premium ice cream through an arrangement with Serendipity ice cream.

In addition, the Company has a licence agreement in China for the manufacture and marketing of monounsaturated ice cream. The Company has completed pilot plant testing and produced commercial samples of monounsaturated milk powders suitable for the blending of infant formula and similar products. These products, by substituting saturated fats with monounsaturated fats, provide a healthier product proposition. The Company has identified a potential manufacturing partner and is reviewing potential marketing and distribution opportunities in China.

3.2. 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. Further information about applying for additional New Shares is set out in Section 6.6.

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	1,059,257,093 3,177,771,279
	4,237,028,372

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4. MATERIAL CONTRACTS AND ADDITIONAL INFORMATION

4.1. Underwriting Arrangement

As announced on 17 October 2013, 30 January 2014 and 24 April 2014 the Company has received loans from entities associated with Terry Cuthbertson and Peter Herd and issued convertible notes to raise approximately $2,560,000. Pursuant to the terms of the notes and loans, the convertible noteholders and lenders have agreed that the face value of the convertible notes and loans they hold can be offset by them subscribing for any Shortfall Shares under the Offer. In the event noteholders are not required to subscribe for the full amount they have committed to underwrite and they retain convertible notes, the noteholders have agreed to convert the remaining notes into Shares at a conversion price of $0.001. The issue of any Shares upon conversion of the remaining notes will be subject to the Company obtaining any necessary regulatory or shareholder approvals.

Similarly, if the number of Shortfall Shares (if any) subscribed for by the lenders who have agreed to participate as Underwriters does not fully satisfy the repayment of the loans that have been advanced by the lenders, the lenders have agreed, subject to the Company obtaining the necessary shareholder or regulatory approvals, to convert their loans into convertible notes (on the same terms and conditions as the notes issued to the existing noteholders).

Any New Shares issued to noteholders under the underwriting arrangement will be issued to each of the noteholders on a pro-rata basis.

Each noteholder is entitled to a commercial underwriting fee of 2%, the payment of which will be satisfied either by cash (in the case of Peter Herd and Terry Cuthbertson) or the issue of Shares at an issue price of $0.001.

The tables below detail those investors who have agreed to participate in the Offer as Underwriters.

Name	Loan Advanced	Maximum number of shares underwritten
Kore Management Services Pty Ltd	$900,000	900,000,000
Byre Pty Ltd	$20,000	20,000,000
TOTAL	$920,000	920,000,000

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Name	Number of Convertible Notes held	Maximum number of shares underwritten
Rene Sugo	25	250,000,000
Stebrim Pty Ltd ATF SMAB Super Fund	10	100,000,000
Nebral Pty Ltd	10	100,000,000
Simone Silkirk	10	100,000,000
LKC Technology Pty Ltd Technology P/L S/F A/C>	8	80,000,000
Karantzias Investment Trust	8	80,000,000
Kore Management Services Pty Ltd Superfund\ A/C>	5	50,000,000
Ellsar Pty Ltd	5	50,000,000
Quentin Olde	5	50,000,000#
Dalbow Superannuation Limited	5	50,000,000
Mr Timothy John Monger and Margaret Emelda Monger as trustees of the Acorn Personal Super A/C	10	100,000,000
RACS SMSF Pty Ltd	5	50,000,000
Emeson Pty Ltd Stam A/C>	4	40,000,000
Manuel Meletis	3	30,000,000
Dr Stephen Thomas Prince, Dr Ellen Elizabeth Mc Girr	3	30,000,000
Mr Robert Peter Saville and Miss Melissa Kate Saville Super Fund A/C>	3	30,000,000
La Herencia Pty Ltd Super Fund A/C>	3	30,000,000
Mr Richard Frederick Lund and Ms Marie-Rose Lund Super Fund A/C>	3	30,000,000
Mr Malcolm Robert Wallace and Mrs Susan Marie Hoadley	3	30,000,000
Mr Kenneth Grant Robinson and Mrs Sue Elizabeth Robinson A/C>	3	30,000,000
Dr John Fancis Dowsett and Mrs	3	30,000,000

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Delia Ruth Dowsett Pension Fund A/C>
Lee Superfund Management Pty Ltd	3	30,000,000
Russellan Pty Ltd Superfund A/c>	3	30,000,000
Dr Michael John Dodd and MRs Anne-Louise Dodd Fund A/C>	3	30,000,000
Mr Zivoka Naprta and Mrs Bruna Vittoria Naprta Super Fund A/C>	3	30,000,000
Mr Geoffrey Hiller and Mrs Jacqueline Ann Hiller Super Fund A/C>	3	30,000,000
D. Donohoe Pty Ltd Superannuation A/C>	3	30,000,000
Mr Richard David Parnell, Mr Richard Peter Parnell and Mrs Samantha Anne Gall Family A/C>	2	20,000,000
Poppeta Pty Ltd A/C>	2	20,000,000
Kat Suen	2	20,000,000
Sam Ayoub	1	10,000,000
Terry Teoh	5	50,000,000
TOTAL	164	1,640,000,000

4.2. 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.

4.3. 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, you should consider carefully the risk factors that could affect the Company’s performance. You should carefully consider these factors in light of your 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.

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4.4. 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 you should consult your own professional tax adviser in connection with subscribing for New Shares under this Offer Document.

4.5. Use of Rights Issue Funds

As previously noted, the Rights Issue is partially underwritten to a value of $2,560,000 by a number of convertible noteholders and lenders who have agreed that the face value of the convertible notes and loans they hold can be offset by them subscribing for any Shortfall Shares under the Offer. In the event noteholders are not required to subscribe for the full amount they have committed to underwrite and they retain convertible notes, the noteholders have agreed, subject to the Company obtaining any necessary Shareholder approvals, to convert the remaining notes into Shares at a conversion price of $0.001. Similarly, if the number of Shortfall Shares (if any) subscribed for by the lenders who have agreed to participate as Underwriters does not fully satisfy the repayment of the loans that have been advanced by the lenders, the lenders have agreed, subject to the Company obtaining the necessary shareholder approvals, to convert their loans into convertible notes (on the same terms and conditions as the notes issued to the existing noteholders).

In 2013, the Company engaged Odyssey Capital Partners ( Odyssey ) to assist it with the acquisition of Lark. Pursuant to the terms of Odyssey’s engagement, the Company has agreed to pay Odyssey a success fee of $225,000, comprising of a $75,000 cash payment (which will be paid by the Company as part of the costs of the Offer) and the balance $150,000 which will be satisfied by the issue of Shares at an issue price of $0.001 each.

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4.6. Discretion Regarding Issue

The Directors may 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.

4.7. ASX Disclosure

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

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

4.8. Privacy

Shareholder information provided in the Entitlement and Acceptance Form will be made available to the Company and the Company’s Share Registry. You 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 printers and mailing houses, ASX and other regulatory authorities. If you do not provide the information in the Entitlement and Acceptance Form, the Company will not be able to issue New Shares in accordance with your instructions.

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.

4.9. Definitions

Certain words and phrases used in this Offer Document have defined meanings set out in the Glossary in Section 7.

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4.10. 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: (02) 9290 9600 (within Australia) Ph: +61 2 9290 9600 (outside Australia) Fax: (02) 9297 0664

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

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5. 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.

5.1. Investment in LARK

The Company has acquired a 31.35% interest in Lark and has entered into an agreement to distribute Lark whisky and other Lark spirits in China. Lark is not a subsidiary of the Company and whilst the Company has board representation, it is not in a position to control Lark’s activities.

Whilst the Company has entered into a shareholders agreement which grants shareholders pre-emptive rights in respect of future issues of securities, there is a risk that the Company’s interest in Lark may be diluted through the issue of new capital. If the Company’s interest is diluted, this may also result in the Company having less influence over decisions that are put to Lark’s shareholders.

In addition there is also a risk that there may be a delay in the time the Company can realise value from the distribution arrangement that it has with Lark particularly given the lead times that may be involved in the maturation of whisky. There is no guarantee that the Company will be able to successfully commercialise these distribution opportunities.

5.2. Foreign Risk

The Company currently has distribution arrangements in jurisdictions other than Australia. There can be no assurance that government regulations relating to foreign investment, repatriation of foreign currency, taxation in foreign jurisdictions will not be amended or replaced in the future to the detriment of the Company’s business and/or projects. There can be no assurance that the systems of government and the political systems in foreign jurisdictions will remain stable.

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5.3. Relationships with Strategic Partners

The Company has existing relationships, and may develop relationships in the future, with a number of strategic partners in respect of the distribution of its products. Should the relationships with strategic partners deteriorate, or further suitable strategic partners not be identified, there is a risk that this may adversely affect the profitability and growth prospects of the Company.

5.4. Supply of Products

There is a risk that existing or future supply arrangements may be terminated and the Company may be unable to secure similar arrangements with other parties. Also, there is a risk that retailers may discontinue sale of products that are supplied or distributed by the Company.

5.5. 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.

5.6. Future Capital Requirements

In order to achieve the Company’s objectives, the Company may be required to make 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.

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

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business strategy. This could have a material adverse effect on the Company’s activities indefinitely.

5.7. 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.

5.8. Reliance on Key Management

Currently the Company is operated under the direction of the Board with no key executive management. It is envisaged that as the Company’s business expands, the Board will appoint individuals to executive positions to oversee the day to day management of the business.

As the Company’s business grows, its future success will depend upon its 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.

5.9. 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.

5.10. 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.

5.11. 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

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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.

5.12. 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.

5.13. Operations

The future developments, prospects 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 or in the future;
(b) the success of the distribution arrangements the Company has recently commenced with Lark in respect of the distribution of whisky and other spirit products in China; and
(c) 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.

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6. ACTION REQUIRED BY ELIGIBLE SHAREHOLDERS

This Section applies only to Eligible Shareholders.

6.1. 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;
(d) sell all or part of your Entitlement prior to 14 May 2014; or
(e) 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.

6.2. Taking up all or part of your Entitlement

If you wish to take up all or part of your Entitlement, complete the Entitlement and Acceptance Form in accordance with the instructions set out on the front of the form and arrange for payment of the Application Monies in accordance with Section 6.7.

If you decide not to accept all of your Entitlement, or fail to accept your Entitlement by the Closing Date, your Entitlement will lapse.

6.3. Selling your Entitlement on ASX

If you wish to sell all or part of your Rights on ASX, please contact your stockbroker.

Rights trading on ASX commences on 5 May 2014 and the sale of your Rights must be completed by 14 May 2014 when Rights trading ceases.

6.4. Taking up Part of your Entitlement and Selling the Balance on ASX

If you wish to take up part of your Entitlement and sell the balance on ASX, please complete the Entitlement and Acceptance Form for the number of New Shares you wish to take up and arrange for payment of the Application Monies in accordance with Section 6.7.

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You may then provide instructions to your stockbroker regarding the remaining rights you wish to sell on ASX.

6.5. Dealing with all or part of your Entitlement other than on ASX

You may transfer all or part of your Rights to another person other than on ASX provided that the purchaser is not a Foreign Shareholder or would be a Foreign Shareholder if the purchaser were the registered holder of Shares.

If you wish to transfer all or part of your Entitlement to another person other than on ASX, forward a completed standard renunciation form (available from the Share Registry) and the applicable transferee’s cheque for the applicable Application Monies to the Share Registry by 5:00pm (AEST) on 21 May 2014.

If you wish to transfer part of your Entitlement to another person other than on ASX only, but also want to take up some or all of the balance of your Entitlement, you will need to take the steps described above in relation to the Rights you wish to transfer and complete the accompanying Entitlement and Acceptance Form in respect of the Rights you wish to take up.

If the Share Registry receives both a completed renunciation form and a completed Entitlement and Acceptance Form in respect of the same Rights, the renunciation will be given effect in priority to the acceptance.

6.6. 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 number of additional New Shares available will depend on the size of the shortfall. Applications from Eligible Shareholders for additional New Shares will be dealt with as follows:

a) only Eligible Shareholders who have taken up their Entitlement in full will be eligible to apply for additional New Shares;
b) to the extent that there is a shortfall between applications received for New Shares and the total number of New Shares to be issued under the Offer (First Shortfall), each Eligible Shareholder who has applied for additional New Shares will be allocated their proportionate share of the First Shortfall (having regard to their shareholdings as at the Record Date). If an Eligible Shareholder applies for additional New Shares but has specified a maximum number of additional New Shares which is less than the number of additional New Shares that the Eligible Shareholder would otherwise be allocated under this process, the Eligible Shareholder will be allocated the lesser amount; and

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c) if, following allocation of the First Shortfall, there remains a shortfall between the allocated New Shares and the total number of New Shares to be issued under the Offer (Second Shortfall), the above allocation process will be repeated in respect of the Second Shortfall and any subsequent shortfalls until either all of the New Shares proposed to be issued under the Offer have been allocated or all applications for additional New Shares have been satisfied in full.

In the event there are more additional New Shares applied for than additional New Shares available under the Shortfall Facility, the Directors may scale back the number of additional New Shares that are allocated to Eligible Shareholders. 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.

If you apply for additional New Shares under the Shortfall Facility you should be aware of the following:

(a) You may be allotted a lesser number of additional New Shares than applied for;
(b) You shall be bound to accept a lesser number of additional New Shares if required by the Company;
(c) You 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 you should the circumstances above occur.

6.7. Closing Date and Payment of Application Monies

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 (together with any additional New Shares) (being the number of New

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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 (AEST) on 21 May 2014. 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.

6.8. 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.

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7. 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 AEST on 21 May 2014, 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 3 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.
Kore Management Services	Kore Management Services Pty Ltd as trustee for the Cuthbertson Superannuation Fund.
Lark	Lark Distillery Pty Ltd (ACN 100 738 074).

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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.
Offer	The offer of New Shares under the Rights Issue pursuant to this Offer Document.
Offer Document	This offer document dated 12 May 2014.
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.
Record Date	Date on which the Entitlement is calculated, being 7 May 2014, which may be varied without prior notice by the Company.
Relevant Company	The Company and each company which is now, or becomes, a subsidiary of the Company as that term is defined in the Corporations Act.
Rights	The renounceable rights to subscribe for 3 New Shares for every 1 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 apply for and be issued with additional New Shares above the Eligible Shareholder’s Entitlement.
Trandara	Trandara Pty Ltd (ACN 002 770 345).
Underwriters	Those convertible noteholders and lenders identified in the tables in Section 4.1.

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Underwritten The 2,560,000,000 New Shares underwritten by the Underwriters in Shares accordance with the terms of the Underwriting arrangements detailed in Section 4.1.

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