MACH7 TECHNOLOGIES LIMITED — Capital/Financing Update 2020

Jun 9, 2020

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Acquisition of Client Outlook (“eUnity”) Fully Underwritten Placement and Non-renounceable Entitlement Offer

10 June 2020

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Disclaimer

This presentation has been prepared by Mach7 Technologies Limited ( M7T ) in connection with the proposed acquisition by M7T of the entire issued share capital in Client Outlook Inc., ( Client Outlook ) ( Acquisition ) and an offer ( Offer ) comprising an accelerated non-renounceable pro rata entitlement offer of new fully paid ordinary shares ( New Shares ) to be made under section 708AA of the Corporations Act 2001 (Cth) ( Corporations Act ) ( Entitlement Offer ) as notionally modified by the ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84) ( ASIC Instrument ) and an institutional placement of New Shares to institutional investors ( Placement ) to partially fund the Acquisition. The Offer is fully underwritten by Morgans Corporate Limited ( Lead Manager ).

The Entitlement Offer will be made available to eligible institutional shareholders of M7T ( Institutional Entitlement Offer ) and eligible retail shareholders of M7T ( Retail Entitlement Offer ).

Not an offer T he material contained in this presentation is for information purposes only and is intended to be general background information on M7T and Client Outlook and their activities and as at the date of this presentation. This presentation is not a prospectus or other disclosure document or offering document under Australian law (and will not be lodged with ASIC or any foreign regulator) or any other law. It is for information purposes only and is not, and should not be considered to be, an invitation, offer or recommendation to acquire shares or any other financial products. It is not, and does not purport to contain all the information required to be contained in a prospectus, disclosure document or offering document under Australian law or any other law (and will not be lodged with ASIC or any foreign regulator).

The Placement will be conducted under section 708 of the Corporations Act and will be made available to certain persons to whom a prospectus is not required to be given under Chapter 6D of the Corporations Act. The Entitlement Offer will be made under s 708AA of the Corporations Act (as notionally modified by the ASIC Instrument).

In particular, this presentation and the information contained in it does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. This presentation may not be distributed or released in the United States. The securities referred to in this presentation have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended ( U.S. Securities Act ) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the securities referred to in this presentation may not be offered or sold, directly or indirectly, in the United States absent registration or in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable U.S. state securities laws. The release, publication or distribution of this presentation in jurisdictions outside Australia may be restricted by law. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. By accepting this presentation, you represent and warrant that you are entitled to receive such presentation in accordance with the above restrictions and agree to be bound by the limitations contained herein.

Summary information The information in this presentation is supplied in summary form, is of a general background nature and does not purport to be complete or to provide all information that an investor should consider when making an investment decision. It should be read in conjunction with M7T’s periodic and continuous disclosure announcements filed with the Australian Securities Exchange and, in particular, M7T’s full year results for the financial year ended 30 June 2019. Unless otherwise stated, all information regarding Client Outlook, including financial information, has been sourced from the vendors of Client Outlook. Despite making reasonable efforts, M7T cannot verify the accuracy, reliability or completeness of all the information provided to it.

Not financial product advice This presentation is for information purposes only and it is not a financial product nor investment advice (nor tax, accounting or legal advice) nor a recommendation to acquire shares and has been prepared without taking into account the objectives, financial situation or needs of recipients of this presentation. It is not intended that it be relied upon as advice to investors or potential investors, who should make their own enquiries and investigations regarding an investment in M7T and in relation to all information in this presentation (including but not limited to the assumptions, uncertainties and contingencies which may affect the future operations of M7T and the value and the impact that different future outcomes may have on M7T) and before making any investment decisions, should consider the appropriateness of the information having regard to their specific investment objectives, financial situation or particular needs and should seek independent professional advice appropriate to their jurisdiction before making an investment decision. Neither this presentation nor anything contained in it forms the basis of any contract or commitment and no agreement to subscribe for securities will be entered into on the basis of this presentation. M7T is not licensed to provide, and this presentation does not constitute the provision of, investment or financial product advice in respect of M7T’s shares. Cooling off rights do not apply to the acquisition of M7T’s shares.

An investment in M7T shares is subject to investment and other known and unknown risks, some of which are beyond the control of M7T. M7T does not guarantee any particular rate of return or the performance of M7T, nor does it guarantee the repayment of capital from M7T or any particular tax treatment. Investors should have regard to (amongst other things) the risk factors outlined in this presentation when making their investment decisions. Refer to the "Risks" section of this presentation for a non-exhaustive list of the risks relating to an investment in M7T shares.

Lead manager's disclaimer T he Lead Manager, together with each of its related bodies corporate, shareholders or affiliates and each of their respective officers, directors, employees, affiliates, agents or advisers (each a " Limited Party ") has not authorised, permitted or caused the issue, lodgement, submission, dispatch or provision of this presentation and does not make or purport to make any statement in this presentation and there is no statement in this presentation which is based on any statement by a Limited Party. No Limited Party makes any recommendation as to whether any investor or potential investor should participate in the Entitlement Offer or the Placement and makes no warranties concerning the Entitlement Offer, the Placement or the Acquisition. Further, no Limited Party accepts any fiduciary obligations owed to or relationship with any investor or potential investor in connection with the Entitlement Offer, Placement or otherwise, and by accepting this presentation each recipient expressly disclaims any fiduciary relationship and agrees that it is responsible for making its own independent judgements with respect to the Entitlement Offer and Placement, and any other transaction or other matter arising in connection with this presentation. The Lead Manager or other Limited Parties may have interests in the shares of M7T, including being directors of, or providing banking services to, M7T. Further, they may act as market maker or buy or sell those securities or associated derivatives as principal or agent. The Lead Manager may receive fees for acting in its capacity as lead manager, administration agent and/or bookrunner, as applicable, to the Entitlement Offer and the Placement.

1. The Underwriting Agreement dated [10 June 2020] between the Company and the Lead Manager provides that the Lead Manager will not be issued any shares that would cause it to breach the 20% takeover threshold contained in Chapter 6 of the Corporations Act 2001 (Cth). If the

Lead Manager was required to take up shares on issue which would otherwise cause it to breach or notify under these provisions then, for the purposes of ASIC Report 612 (March 2019), (i) it will still fund the entire underwritten proceeds in accordance with and subject to the terms of the underwriting agreement by the completion date, (ii) the number of excess shortfall shares would be up to the number of shares offered under the Offer less the number of shares that have been pre-committed or sub-underwritten and the number of shares that the Lead Manager is able to take up without causing it to breach or notify under these provisions when aggregated with any additional interests the Lead Manager and its affiliates hold at the relevant settlement dates other than through its underwriting commitment; and (iii) it would enter into an arrangement for any excess shortfall shares to be issued to it, or to third party investors, after close of the Offer at the same price as the Offer price. No material impact on control is expected to arise as a consequence of these arrangements or from any shareholder taking up their entitlement under the Entitlement Offer where there is an excess shortfall.

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Disclaimer (continued)

Financial data All amounts are in Australian Dollars ($ or AUD) unless otherwise indicated. A number of figures, amounts, percentages, estimates, calculations of value and fractions in this presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this presentation. Investors should note that this presentation includes unaudited financial information of M7T for the historical period ending 31 March 2020 and unaudited financial information for Client Outlook that has been prepared by the Client Outlook vendors for various periods and has been adjusted by M7T based on its due diligence. This presentation also includes pro-forma financial information. Pro-forma adjustments have been made which assume the completion of the Entitlement Offer, Placement and Acquisition. Investors should note that this information has not been audited and is based on management estimates and not on financial statements prepared in accordance with applicable statutory requirements. Financial information in relation to Client Outlook has been derived from financial statements and other financial information made available by the Client Outlook vendors in connection with the Acquisition. The pro-forma financial information for M7T following the acquisition of Client Outlook is provided for illustrative purposes only and should not be relied upon as, and is not represented as, being indicative of M7T's future financial condition and/or performance. Investors should also be aware that certain financial data included in this presentation including EBITDA and measures described as “pro-forma”, are "non-IFRS financial information” under ASX Regulatory Guide 230 (Disclosing nonIFRS financial information). The non-IFRS financial information financial measures do not have a standardised meaning prescribed by Australian International Financial Reporting Standards ( AIFRS ) and, therefore, may not be comparable to similarly titled measures presented by other companies, nor should they be construed as an alternative to other financial measures determined in accordance with AIFRS. Investors are cautioned, therefore, not to place undue reliance on any non-IFRS financial measures included in this presentation.

Future performance Forward-looking statements are statements about matters that are not historical facts. Forward-looking statements appear in a number of places in this presentation and include statements regarding M7T’s intent, belief or current expectations or projections with respect to business and operations, market conditions, results of operations and financial condition, including, without limitation, its acquisition of Client Outlook, forecasted economic indicators, performance metric outcomes, the potential impact and duration of the COVID-19 pandemic as well as the timetable and outcome of the Entitlement Offer and the Placement and the proceeds thereof and of the Acquisition. This presentation contains words such as ‘will’, ‘may’, ‘expect’, ‘indicative’, ‘intend’, ‘seek’, ‘would’, ‘should’, ‘could’, ‘continue’, ‘plan’, ‘probability’, ‘risk’, ‘forecast’, ‘likely’, ‘estimate’, ‘projection’, ‘anticipate’, ‘believe’, or similar words to identify forward-looking statements. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward-looking statements. These forward-looking statements reflect M7T’s current views with respect to future events and are subject to change, certain risks, uncertainties, projections and assumptions which are beyond the control of M7T, and have been made based upon M7T’s expectations and beliefs concerning future developments and their potential effect on M7T or Client Outlook. There can be no assurance that future developments will be in accordance with M7T’s expectations.

A number of important factors could cause M7T's or Client Outlook's actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements, including but not limited to, general economic conditions in Australia, Canada and worldwide; exchange rates; competition in the markets in which M7T or Client Outlook will operate, the lack of willingness or predictability in timing for partner uptake of M7T’s or Client Outlook's offerings, the inherent regulatory risks in the businesses of M7T and Client Outlook and the duration of the COVID-19 pandemic. Assumptions on which forward-looking statements in this presentation are based may or may not prove to be correct and there can be no assurance that actual outcomes will not differ materially from these statements. None of the Associated Persons nor any other person referred to in this presentation makes any representation as to the accuracy or likelihood of fulfilment of the forwardlooking statements or any of the assumptions upon which they are based. When relying on forward-looking statements to make decisions with respect to M7T, investors and others should carefully consider such factors, and other uncertainties and events. M7T is under no obligation to update any forward-looking statements contained in this presentation, as a result of new information, future events or otherwise, after the date of this presentation. As such, undue reliance should not be placed on any forwardlooking statement.

Past performance information (including past share price performance of M7T) given in this presentation is given for illustrative purposes only and is not necessarily a guide to future performance and no representation or warranty is made by any person as to the likelihood or achievement of any forward-looking statements, forecast financial information or future share price performance. None of the Limited Parties nor any independent third party has reviewed the reasonableness of the forward-looking statements or any underlying assumptions. Nothing contained in this presentation nor any information made available to you is, or shall be relied upon as, a promise, representation, warranty, or guarantee as to the past, present or the future performance of M7T or Client Outlook.

You are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the current economic climate and significant volatility, uncertainty and disruption caused by the outbreak of COVID-19.

Disclaimer - No representation or warranty, express or implied, is made as to the accuracy, completeness, reliability or fairness of the information, opinions and conclusions contained in this presentation. Any information in this presentation is made only at the date of this presentation, and opinions expressed reflect M7T's position at the date of this presentation, and are subject to change. M7T is under no obligation to update this presentation. No assurance is given by M7T that any capital raising, the Acquisition or other transaction referred to in this presentation will proceed and M7T reserves its rights to withdraw or vary the transactions described in this presentation without notice. Neither M7T, its related bodies corporate, shareholders or affiliates, nor any of their officers, directors, employees, affiliates, agents, contractors, advisers or any other associated persons nor any Limited Party (collectively, “ Associated Persons ”) represents or warrants in any way, express or implied, that the information, opinions, conclusions or other information contained in this presentation, any of which may change without notice, is fair, accurate, complete, reliable, up to date or correct. M7T does not represent or warrant that this presentation is complete or that it contains all material information about M7T or which a prospective investor or purchaser may require in evaluating a possible investment in M7T or an acquisition or other dealing in M7T shares. To the maximum extent permitted by law, M7T and its Associated Persons each expressly disclaims and excludes all direct, indirect, consequential or contingent loss, damage or liability (including, without limitation, any liability arising from fault or negligence) that may arise from, or is connected to, this presentation, or the use of this presentation, or any other written or oral information provided by or on behalf of M7T. The Lead Manager and its advisers have not been involved in the preparation of, and have not authorised, permitted or caused the issue, lodgement, submission, dispatch or provision of this presentation and do not make or purport to make any statement in this presentation.

The Underwriting Agreement dated [10 June 2020] between the Company and the Lead Manager provides that the Lead Manager will not be issued any shares that would cause it to breach the 20% takeover threshold contained in Chapter 6 of the Corporations Act 2001 (Cth). If the Lead Manager was required to take up shares on issue which would otherwise cause it to breach or notify under these provisions then, for the purposes of ASIC Report 612 (March 2019), (i) it will still fund the entire underwritten proceeds in accordance with and subject to the terms of the underwriting agreement by the completion date, (ii) the number of excess shortfall shares would be up to the number of shares offered under the Offer less the number of shares that have been pre-committed or sub-underwritten and the number of shares that the Lead Manager is able to take up without causing it to breach or notify under these provisions when aggregated with any additional interests the Lead Manager and its affiliates hold at the relevant settlement dates other than through its underwriting commitment; and (iii) it would enter into an arrangement for any excess shortfall shares to be issued to it, or to third party investors, after close of the Offer at the same price as the Offer price. No material impact on control is expected to arise as a consequence of these arrangements or from any shareholder taking up their entitlement under the Entitlement Offer where there is an excess shortfall.

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3

•Mach7 to acquire 100% shares in Client Outlook

Transaction Overview

•Purchase price ~$40.8M (CA$38.5M), all cash deal

•Represents 4.86x historical revenue multiple (pre-synergies)

•Expected to complete by 10 July 2020

About Client Outlook

• •Single enterprise viewing and integration platform

• •Highly complementary technology to Mach7’s enterprise imaging platform

• •>90 customers, $8.8M revenues FY20, 48% CAGR last 4 years

• Expand addressable market from US$0.75BN to US$2.75BN

Strategic Rationale

• Immediate expansion of customer install base

• Additional $40M revenue opportunities in near term

• Combined LTM revenues $21.8M

Financials

• Combined CARR $14.75M

• Positive EBITDA and Cash flow forecast

Fund Raising

• Accelerated Non-renounceable Entitlement Offer (ANREO) + Placement to raise $34.8M (before costs)

• Offer fully underwritten by Morgans Corporate Limited

Note: All $ values in this presentation are AU$ unless otherwise stated. AUD:CAD fx rate of 0.9433 has been used for the purchase price.

4

ABOUT CLIENT OUTLOOK

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Company
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• Founded 2002

• Incorporated & HQ Ontario, Canada

• Privately held

• 58 employees (3 based in US, 55 in Canada)

• 2 founder executives

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Enterprise Viewer
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• Industry's first and only zero-footprint viewing & integration platform

• Differentiated in its own category as "Healthcare’s first SMARTviewer”

• KLAS* highest rated Universal Viewer in the market (2019)

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Customers
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• ~100 customers across North America & Asia including:

• Stanford

• Duke Health

• Sentara Healthcare

• University of Maryland

• UCSF • Hong Kong Health Authority

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Financials
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• Revenues $8.8m FY20 (31 Jan. 20)

• 48% CAGR last 3 years

• EBITDA loss $950k FY20 (before R&D Tax Credits) – profits have been

• reinvested back into the business (R&D)

• EBITDA positive forecast CY21

*KLAS Research is a healthcare IT data and insights company providing the industry with “accurate, honest, and impartial” research on the software and services used by providers and payers worldwide (taken from KLAS website)

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Solves Enterprise Imaging Challenges

ZERO-FOOTPRINT

• eUnity does not leave any image or patient information on any device ensuring maximum patient privacy. ZEROFLEXIBLE

• FOOTPRINT ARCHITECTURE

• MANY DISPARATE SYSTEMS (DATA ACCESS ISSUES) HARDWARE INTENSIVE (COSTLY) • reduce heavy hardware

• • eliminate the pervasive integration requirements that problem monopolizes IT resources INEFFICIENCY (costly) and doesn’t scale

• • access multiple image sources INFLEXIBILITY

• eUnity

• • manage inevitable technology INHIBITED GROWTH SPEED

• changes INTEGRATION

• • consolidate info from inherited PACS systems through mergers and acquisitions SMART VIEWING TOOLS DIVERSE CLINICAL USERS (INEFFICIENCIES) • one viewer for physicians and radiologists

• • one viewer for IT to manage

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– one of two viewing specialists

	Major healthcare technology vendors	Large and mid-size imaging IT specialists	Viewing specialists	Data management specialists
Priority 1	Managed service business models and operational and workflow toolset	Platform approach and four core competency layers	Performance / efficiency savings	Foundation for enterprise imaging and “image enabling” EMR
Priority 2	Strength of diagnostic portfolio and breadth of offering	Lowering total cost of ownership (TCO) for enterprise radiology	Seamless UI/UX and integration with other platforms/partners	Mobile access and reducing need for data migration
Priority 3	Scalability and professional service network	Flexibility and modularity of offering	Mobile access and security	Routing and fetching to improve data liquidity supporting AI use
Priority 4	Scalability and execution of major contracts	Cybersecurity and legacy application retirement	Breadth of diagnostic tools	Lowering cost of ownership and legacy application retirement

The above table is from Signify Research

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STRATEGIC RATIONALE

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enterprise imaging data platform (back end)

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One single platform viewing solution (front end)

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• Complete Enterprise Imaging Solution provider (front + back end) – delivers significant commercial opportunity

• Can now offer departmental clinical diagnostic PACS solution - significantly increasing market opportunity to US$2.75BN (from US$0.75BN)

• Increases sales pipeline by ~50% - with $40M of contracted revenue opportunities near term

• Increases customer install base by ~200% from 51 to ~150 customers

• Increases contracted annual recurring revenue by 70% to $14.75M

• Low integration risk - current re-seller partnership. Client Outlook is a well known entity, team and product to Mach7

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Client Outlook Revenues

Strong revenue growth for last 3 years – CAGR 48% High proportion of recurring revenue (45%)

FY Revenues (A$)

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10,000,000
9,000,000
8,000,000
7,000,000
6,000,000
5,000,000
4,000,000
3,000,000
2,000,000
1,000,000
0
FY17 FY18 FY19 FY20
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Recurring Revenue (A$)

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4,500,000
4,000,000
3,500,000
3,000,000
2,500,000
2,000,000
1,500,000
1,000,000
500,000
0
FY17 FY18 FY19 FY20
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*constant A$ exchange rate for all years

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Significant Commercial Opportunities…

Business transforming acquisition

• Brings in-house one of two viewing specialist products on market today - to offer total image management package & PACS system

• Expands the Mach7 client offering into US$2Bn PACS market

• Client Outlook enterprise viewer represents the surest path forward from a land and expand sales effort for the entire combined technology stack

• Unifies sales pitch and simplifies customer interaction

• Builds ‘critical mass’ for future tenders

• Can now compete more effectively against bigger players such as GE Health, Fuji, Agfa, Pro Medicus

• eUnity already fully integrated with Mach7 Platform at multiple sites across US and Asia

• Allows Mach7 to accelerate its revenue growth – client outlook revenue CAGR = 48% over past 4 years

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Expanded Addressable Global Imaging Market

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Mach7 Addressable Market
3,500
3,000
2,500
2,000
1,500
1,000
500
-
2016 2017 2018 2019 2020 2021 2022
PACS EI VNA & IE
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VNA = Vendor Neutral Archive IE = Image Exchange

*Market Data from Signify Research 2017 PACS = Picture Archive Communication System EI = Enterprise Imaging

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Mach 7 alone
(US$0.75 BN 2018 )
Mach 7 + Client Outlook
(US$2.75 BN 2018 )
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• Total Market ~US$3BN by 2020 – growing 5-6% CAGR

• Enterprise Imaging Market (EI) US$520M 2018, forecast growth ~30% p/a for next two years

• Departmental PACS US$2BN 2018

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Near term* tender opportunities

1 M7 & CO Both M7 & CO finalists; Vendor of bidding together $13M Choice to be awarded before (same customer) end of the year

2 M7 bidding joint solution (as $16M Finalists CO's reseller) #3 M7 bidding to Acquisition offers customer existing CO $6M simplified contracting process customer and supply chain #4 CO bidding to CO down to final two; existing M7 $1M customer Competitor lock out #5 CO only near Customers where CO is bidding term contract $4M alone opportunities TOTAL $40M High Margins (additive)

Note: all values are total contract value in A$M. *6-12 mths

Tender “win” chances significantly enhanced if M7 +

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Customer Expansion Mach7 + Client Outlook

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Immediate Customer Expansion

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• Immediately expands Mach7’s customer base by ~100

• Provides access to new territories (Canada, Italy, China )

• Allows for Mach7 to combine PACS & VNA in single tender - & retain 100% of the profits

• Increases the number of tender opportunities available for bidding

• Enhances chances of winning new customers

• Increases today’s active sales pipeline by >50% to ~$150 million

• Increases Contracted Annual Recurring Revenue by 70% to > $14.75 million

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14

Benefits of Acquisition

LOW RISK

• Well known - both companies are in partnership today – reselling each other’s product

• No technology risk - deep technology integration already completed

• Team is already familiar with skills and strength/weakness of each team

REVENUE SYNERGIES

• One deployment team for entire solution will lead to a better customer experience

• Single support contract will eliminate the argument of continued supply chain issues

• Similar geographies currently in the book of business - leading to cross sales opportunities without the need for further regulatory approvals

• M7T will have a technology advantage over its largest competitor - Hyland Imaging

• Opens market entry into PACS market

• Contracted Annual Recurring Revenue increases to $14.75M (p/a) immediately

COST SYNERGIES, EBITDA/Free Cashflow Growth

• Access to more cost effective engineering labour in Canada vs. US

• Multiple internal systemic redundancy that will lead to cost savings

• Streamlined FDA filings leading to consultant cost savings

• Combined trade show participation – cost of booth savings

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Post-Acquisition

• Executive Retention - two founder executives, VP Sales, and VP Engineering will be retained in the business going forward, providing important continuity and additive skills to the Mach7 team. They will be incentivized to build shareholder growth through the Mach7 Long Term Incentive Plan

• Integration Plan - Mach7 expects to hire an Integration Manager to manage the integration which is expected to be largely completed by 31 December 2020

• COVID–19 - has slowed sales for VNA and PACS in the US, impacting both businesses in the short term. However, there is now a growing realization that remote Telehealth software is more important than ever. The eUnity Enterprise Viewer can assist clinicians with the fast and easy visualization tools required to deliver Telehealth

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FINANCIALS

Pro-forma

Combined historical LTM

Forecast

Combined – CY2021

• Revenues $21.8M , with $9.5M (43.5%) recurring

• EBITDA +$0.2M

Post Acquisition

• CARR $14.75M

• Cash reserves ~$15M

• $27M (f) revenue for CY21

• allows 6 months for integration and redevelopment of product marketing strategy.

• $2M (f) p/a in cost synergies by 31 December 2021

• system integrations, marketing, R&D, admin

• $5M-$7M (f) EBITDA CY2021, positive free cash flow

 No debt

Notes:

• LTM = “Last Twelve Months” being 1 April 2019 to 31 March 2020. FX rates used for LTM are the average FX rates for that 12 month period, being USD:AUD 0.6818 and CAD:AUD 0.9065. Transactions between Mach7 and Client Outlook during these periods have been eliminated in full

• • Post acquisition values have been determined using closing FX rates at 5 June 2020

• Forecasts include estimated revenues from existing customer contracts and also pipeline opportunities which may or may not come to fruition. Forecasted expenses include existing run-rates less cost synergies estimates. Closing FX rates at 5 June 2020 have been used for Forecasts

• • Revenues and costs are largely earned/incurred in USD, and a USD:AUD FX Rate of 0.70 has been used

• EBITDA = Earnings Before Interest Tax Depreciation and Amortisation

• CARR = Contracted Annual Recurring Revenue

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FUND RAISING

		A fully underwritten Equity Raising of approximately $34.8 million (Equity Raising or Offer) via:
		− an institutional Placement of $3.7 million;
Offer Size & Structure		− a 1 for 4 pro-rata accelerated non-renounceable entitlement offer of approximately $31.1 million
		Approximately 51.18 million new fully paid ordinary shares in the Company (New Shares) to be issued under the Equity
		Raising, representing approximately 28% of existing shares on issue in the Company
		All shares under the Placement and Entitlement Offer will be issued at a fixed price of $0.68 per New Share (Offer Price).
Offer price		This Offer Price represents a 13.9% discount to the last traded price of $0.79 on 9 June 2020 and 11.2% discount to TERP
		of $0.7659
Placement & Institutional		The Placement and Institutional Entitlement Offer will be conducted by way of a bookbuild process between Wednesday 10 June 2020 and Thursday 11 June 2020
Entitlement Offer		Entitlements under the Institutional Entitlement Offer that are not taken up and entitlements of ineligible institutional
		shareholders under the Entitlement Offer will be offered for sale in the bookbuild
Retail Entitlement		The Retail Entitlement Offer will open on Wednesday, 17 June 2020 and closes on Friday, 26 June 2020
Offer		Eligible retail shareholders who take up their entitlement in full can also apply for additional shares in excess of their
		entitlement up to a maximum of 50% of their entitlement under a 'top up' facility
Use of Funds		The funds raised will be used for the sole purpose of acquiring Client Outlook
Ranking		New Shares will rank equally with existing fully paid ordinary shares from their time of issue. New Shares issued under the Placement will not be entitled toparticipate in the Entitlement Offer

[1] Refer to Note 1 on slide 2

[2] The Retail Entitlement Offer is only available to eligible retail shareholders with a registered address in Australia or New Zealand on the Record Date – see the Retail Offer Booklet for further details on eligibility once available.

[3] Theoretical ex-rights price ("TERP") includes the shares issued under the Placement, Institutional Entitlement Offer and the Retail Entitlement Offer. TERP is the theoretical price at which Shares should trade immediately after the ex-date for the Entitlement Offer. TERP is a theoretical calculation only and the actual price at which Shares trade on ASX immediately after the ex-date for the Entitlement Offer will depend on many factors and may not be equal to TERP. TERP is calculated by reference to the closing price of the Company's Shares as traded on ASX on 9 June 2020, being the last trading day prior to the announcement of the Offer.

18

Timetable

Timetable
Event	Date (2020)
Announcement of the Offer	10 June
Institutional Placement and Entitlement Offer opens	10 June
Announcement of results of Institutional Placement and Entitlement Offer	12 June
“Ex” Date (being the date that Shares start trading without Entitlements to participate in Entitlement Offer)	12 June
Record Date for the Entitlement Offer	12 June
Dispatch of Retail Entitlement and Acceptance Form	17 June
Retail Entitlement Offer opens	17 June
Settlement of Institutional Placement and Entitlement Offer	17 June
Allotment of Institutional Placement and Entitlement Offer Shares	18 June
Retail Entitlement Offer closes	26 June
Announcement of results under Retail Entitlement Offer	1 July
Settlement of Retail Entitlement Offer	2 July
Issue and allotment of New Shares under the Retail Entitlement Offer	3 July
Normal trading of New Shares under the Retail Entitlement Offer expected to commence on ASX	6 July
Completion of Client Outlook Transaction	By 10 July

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19

KEY RISKS

This section outlines some of the key risks associated with an investment in the Company's shares, together with risks relating specifically to participation in the Offer. This is not an exhaustive list of the relevant risks and the risks set out below are not in order of importance.

Additional risks not presently known to the Company, or that are not presently considered by the Company to be material, may also become important factors that adversely affect the Company. If any of the following risks materialise, the Company’s business, financial condition and financial performance, and the price of its shares may be adversely affected. Investors should note that the occurrence or consequences of some of the risks described in this section are partially or completely outside of the control of the Company, its directors and senior management.

In deciding whether to participate in the Offer, you should read this presentation in its entirety and carefully consider the risks outlined in this section. You should also read this presentation in conjunction with the Company’s other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange (“ASX”), which are available at www.asx.com.au (ASX:M7T). You should also have regard to your own investment objectives, financial situation and particular needs, and consider consulting your financial or legal adviser for professional guidance so as to ensure you fully understand the terms of the Offer and the inherent risks.

The risks are categorised as follows:

1. Acquisition Risks;

2. Business Risks;

3. General Risks; and

4. Offer Risks.

References to the Company in the key risks section of this presentation include the Company and its related bodies corporate (as defined in the Corporations Act), where the context requires. While the risks set out in this section are stated to relate to the Company and its business, investors should consider that these risks will also apply to Client Outlook and its business, which the Company will own following completion of the Acquisition.

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Acquisition Risks

Information risk

• The Company undertook a due diligence process in respect of Client Outlook, which relied in part on the review of financial and other information (including unaudited financial information) concerning the business and corporate structure of Client Outlook, which was provided to the Company by the vendors of Client Outlook. Despite making reasonable efforts, the Company has not been able to verify the accuracy, reliability or completeness of all the information which was provided to it against independent data. Similarly, the Company has prepared (and made assumptions in the preparation of) the financial information relating to Client Outlook (on a stand-alone basis and also with the Company post-Acquisition of Client Outlook) included in this presentation from financial and other information (including unaudited financial information) provided by the vendors of Client Outlook. The Company is unable to verify the accuracy, reliability or completeness of all of this information. If any of the data or information provided to and relied upon by the Company in its due diligence process and its preparation of this presentation proves to be incomplete, incorrect, inaccurate or misleading, there is a risk that the actual financial position and performance of Client Outlook and the combined group may be materially different to the financial position and performance expected by the Company and reflected in this presentation.

• Furthermore, there is a risk that due diligence conducted has not identified issues that would have been material to the decision to enter into the Acquisition. A material adverse issue that was not identified prior to entry into the Acquisition could have an adverse impact on the financial performance or operations of the Company. As is usual in the conduct of acquisitions, the due diligence process undertaken by the Company identified a number of risks associated with Client Outlook, which the Company had to evaluate and manage. The mechanisms used by the Company to manage these risks included in certain circumstances the acceptance of the risk as tolerable on commercial grounds such as materiality. There is a risk that the approach taken by the Company may be insufficient to mitigate the risk, or that the materiality of these risks may have been underestimated or unforeseen, and hence they may have a material adverse impact on the Company's operations, earnings and financial position.

Future earnings

• The Company has undertaken financial and business analysis of Client Outlook in order to determine its attractiveness to the Company and whether to pursue the Acquisition. It is possible that such analysis, and the best estimate assumptions made by the Company, draw conclusions and forecasts in relation to guidance and synergy statements that are inaccurate or which will not be realised in due course. To the extent that the actual results achieved by Client Outlook are different than those anticipated or any unforeseen difficulties emerge in integrating the operations of Client Outlook, there is a risk that the future earnings of the operations of the Company may differ (including in a materially adverse way) from the performance as described in this presentation.

Integration risk

• The integration of a business of the size and nature of Client Outlook carries risk, including potential delays or costs in implementing necessary changes and difficulties in integrating various operations. The success of the Acquisition, and the ability to realise the expected benefits of the Acquisition outlined in this presentation, is dependent on the effective and timely integration of Client Outlook's business alongside the Company's business following completion of the Acquisition. A failure to fully integrate the operations of Client Outlook, or a delay in the integration process, could impose unexpected costs that may adversely affect the financial performance and position of the Company.

Uncovered warranty and indemnity breaches

• The ability of the Company to achieve its stated objectives will depend on the performance by the parties of their obligations under the agreements for, and related to, the Acquisition. If any party defaults in the performance of their obligations, it may be necessary for the Company to approach a court to seek a legal remedy, which can be expensive and time consuming.

• The Company may suffer a loss as a result of the conduct of the vendors of Client Outlook for which the representations, warranties and indemnities under the agreement for the Acquisition turn out to be inadequate in the circumstances. Any inability to recover amounts claimed under the agreement for the Acquisition could materially adversely affect the Company's financial position and performance.

Completion risk

• If any of the conditions precedent are not satisfied or waived or take longer than anticipated to satisfy, completion of the Acquisition may be deferred or delayed, or may not occur on the current terms or at all. There is no guarantee that the Company will obtain all necessary approvals to complete the Acquisition within any particular timeframe, or at all.

• If the Acquisition is not completed as a result of a failure to satisfy conditions (or otherwise), the Company would need to consider alternative uses for the proceeds of the Offer, or ways to return such proceeds to shareholders. If completion of the Acquisition is delayed, the Company may incur additional costs and it may take longer than anticipated for the Company to realise the benefits of the Acquisition. Any failure to complete, or delay in completing, the Acquisition and/or any action required to be taken to return capital raised to shareholders may have a material adverse effect on the Company's financial position and performance.

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21

Business Risks

Effect of COVID-19

• The COVID-19 pandemic has had and continues to have an impact on the Company’s business. In particular, the Company has observed a slowdown in the buying market for its new products resulting from the temporary reduction of revenue in the healthcare sector.

• There are also other changes in the domestic and global macroeconomic environment associated with the events relating to COVID-19 that are beyond the control of the Company and may be exacerbated in an economic recession or downturn. These include but are not limited to:

• (a) changes in inflation, interest rates and foreign currency exchange rates;

• (b) changes in employment levels and labour costs;

• (c) changes in aggregate investment and economic output; and

• (d) other changes in economic conditions which may affect the revenue or costs of the Company.

• The events relating to COVID-19 have recently resulted in significant market falls and volatility including in the prices of securities trading on the Australian Securities Exchange (ASX) (including the price of the Company's shares) and on other foreign securities exchanges. There continues to be considerable uncertainty as to the duration and further impact of COVID-19, including (but not limited to) in relation to government, regulatory or health authority actions, work stoppages, lockdowns, quarantines, and travel restrictions.

• The impact of some or all of these factors, which are beyond the Company's control, could cause significant disruption to the Company's operations and financial performance and result in declines in the market or fair value of assets recorded in the consolidated balance sheet.

Commercialisation and technology risk

• The principal activity of the Company is the provision of enterprise imaging data storage sharing, storage and interoperability for healthcare enterprises. There is a risk that the Company will be unable to attract sufficient customers to be sufficiently profitable to fund future operations. In addition, commercial success of new technology is subject to inherent uncertainty due to unknown variables.

Completion and new technologies

• The industry in which the Company is involved is subject to increasing domestic and global competition which is fast-paced and fast-changing. While the Company undertakes all reasonable due diligence in its business decisions and operations, it will have no influence or control over the activities of its competitors, whose activities or actions may positively, or negatively affect the operating and financial performance of its business. For instance, the image management platform may be superseded by new and cheaper technology creating competitive pressures, in which case, the Company's revenues and profitability could be adversely affected.

Regulatory risk

• The Company operates in a highly regulated market both in Australia and internationally. Success can be impacted by changes to the regulatory environment. The Company continues to monitor changes and proposed changes to the regulatory environment to which it is exposed. Changes to government policy, law or regulations, or the introduction of new regulatory regimes may lead to an increase in operational costs and may have a materially adverse effect on the operations, financial performance and prospects of the Company.

Dependence on key personnel

• The Company depends on the talent and experience of its personnel, and as such any departure of key personnel may be materially adverse to the Company's prospects. It may be difficult to replace key personnel or to do so in a timely manner or at a comparable expense. Additionally, if any key personnel were to leave to work for or establish a competitor, this could further impact the Company's prospects. The Company has sought to mitigate this risk with equity incentives, but these incentives cannot remove the risk altogether.

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22

General Risks

Macroeconomic and Socioeconomic factors

• The performance of the Company will continue to be influenced by the overall condition of the economy in Australia and other jurisdictions in which the Company operates and any deterioration in economic growth could adversely affect the Company's business.

• In light of recent Australian and global macroeconomic events, including though not limited to the impact of COVID-19, Australia or other jurisdictions in which the Company operates may experience an economic recession or downturn of uncertain severity and duration which will which continue to impact on the operating and financial performance and prospects of the Company.

• The Company's operating and financial performance is influenced by a variety of other general economic and business conditions including the level of inflation, interest rates and government fiscal, monetary and regulatory policies.

General market and share price risks

• There are general risks associated with any investment in the share market. The price of the Company shares may increase or decrease due to a number of factors. Those factors include fluctuations in domestic or global financial markets and general economic conditions, including interest rates, inflation rates, exchange rates, changes to government fiscal, monetary or regulatory policies, legislation or regulation, the removal or inclusion of the Company from market indices, and the nature of markets in which the Company operates. These factors may cause the price of the Company shares to trade below the price at which they are offered under the Offer, notwithstanding the Company's financial position or performance.

Tax and accounting

• Australian and international accounting standards and tax laws (including GST and stamp duty taxes), or the way they are interpreted, are subject to change from time to time, which may impact the Company’s financial position or performance.

Litigation

• Legal proceedings and claims may arise from time to time in the ordinary course of the Company’s business and may result in high legal costs, adverse monetary judgments and/or damage to the Company’s reputation which could have an adverse impact on the Company’s financial position or performance and the price of its shares.

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23

Offer Risks

Equity raising risk

The Company has entered into an Underwriting Agreement with Morgans Corporate Limited ( Lead Manager ) ( Underwriting Agreement ), pursuant to which the Lead Manager has agreed to fully underwrite the Offer on the terms and conditions of the Underwriting Agreement.

If certain conditions are not satisfied or certain events occur, the Lead Manager may terminate the Underwriting Agreement. Termination of the Underwriting Agreement would have an adverse impact on the total amount of proceeds that could be raised under the Offer.

The Lead Manager's obligations under the Underwriting Agreement, including to manage and underwrite the Offer, are conditional on certain matters, including the timely delivery of due diligence process sign-offs and other documents.

The events which may trigger termination of the Underwriting Agreement include (but are not limited to) the following:

• (a) the Company ceases to be admitted to the official list of ASX or the Offer shares are suspended from trading on, or cease to be quoted on, ASX;

• (b) the Company indicating that it does not intend to proceed with all or any part of the Offer;

• (c) there is an event or occurrence, including any statute, order, rule, regulation, directive or request of any governmental agency, which makes it illegal for the Lead Manager to satisfy a material obligation under the Underwriting Agreement, or to market, promote or settle the Offer;

• (d) a contravention by the Company of the Corporations Act, its Constitution, any of the Listing Rules, any other applicable law or regulation;

• (e) the Company is prevented from allotting and issuing the securities the subject of the Offer by virtue of the Listing Rules, applicable laws, an order of a court of competent jurisdiction or a government agency;

• (f) a director or senior manager of the Company is charged with an indictable offence relating to financial or corporate matters or a director of the Company is disqualified from managing a corporation;

• (g) a change in the senior management or board of directors of the Company occurs before completion of the Offer without the prior written consent of the Lead Manager (such consent not to be unreasonably withheld);

• (h) there is an alteration to the Company's capital structure without the prior consent of the Lead Manager;

• (i) the S&P/ASX 300 Index falls to a level which is 10% or more below the level of that index on the close of trading on the business day before the date of this presentation and closes at or below that level on the close of trading on any business from the date of this presentation to the settlement of the retail component of the Entitlement Offer;

• (j) any one of the following occurs:

• i. ASIC issues or threatens to issue proceedings in relation to the Offer or commences any formal inquiry or investigation into the Offer (or announces its intention to do so);

• ii. there is an application to any other government agency (which, in the Lead Manager's bona fide opinion, is a serious action with reasonable prospects of success) for any order, declaration or other remedy, or any other government agency commences any other investigation or hearing or announces its intention to do so, in each case in connection with the Offer (or any part of it);

• iii. ASIC or any other government agency commences or gives notice of an intention to commence a prosecution of the Company or any director or employee of the Company; or

• iv. ASIC or any other government agency commences or gives notice of an intention to commence a hearing or investigation into the Company;

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24

Offer Risks (continued)

• k) the Company becomes required to give, or gives, in respect of a cleansing notice issued in connection with the Offer which is defective, a notice in accordance with subsection 708AA(12) or subsection 708A(9) of the Corporations Act, as the case may be, to correct that cleansing notice;

• l) ASX refuses to grant, or withdrawals approval for, official quotation of the new shares to be issued in connection with the Offer;

• m) certain delays in the timetable occur without the prior written consent of the Lead Manager;

• n) the information made available by or on behalf of the Company as part of the due diligence process to the Lead Managers is misleading or deceptive;

• o) in respect of a contract that is material to the business of the Company, all or any part of the contract:

• is amended or varied without the consent of the Lead Manager;

• is terminated;

• is breached;

• ceases to have effect, otherwise than in accordance with its terms; or

• is or becomes void, voidable, illegal, invalid or unenforceable (other than by reason only of a party waiving any of its rights) or capable of being terminated, rescinded or avoided or of limited force and effect, or its performance is or becomes illegal;

• p) a representation or warranty made or given by the Company under the Underwriting Agreement is or becomes incorrect, untrue or misleading;

• q) the Company or any of its affiliates, directors or officers (as those terms are defined in the Corporations Act) engage in any fraudulent conduct or activity whether or not in connection with the Offer;

• r) there is a material adverse change, or an event occurs that is likely to give rise to a material adverse change, in the assets, liabilities, financial position, results, condition, operations or prospects of the Company;

• s) a statement contained in the materials of the Offer is false, misleading or deceptive or a matter required to be included in the materials of the Offer to comply with all applicable laws is omitted from the materials of the Offer;

• t) there occurs a new circumstance that has arisen since the date of this presentation that would have been required to be included in the materials of the Offer if it had arisen before the Offer materials were given to ASX;

• u) the materials of the Offer include any forecast, expression of opinion, belief, intention or expectation which is not, in the reasonable opinion of the Lead Manager, based on reasonable grounds;

• v) there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any State of Australia a new law, or the Reserve Bank of Australia, or any Commonwealth or State authority or ASIC, adopts or announces a proposal to adopt a new policy (other than a law or policy which has been announced prior to the date of this presentation) any of which does or is likely to prohibit or regulate the Offer, capital markets or stock markets;

• w) any of the following occurs:

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25

Offer Risks (continued)

• a general moratorium on commercial banking activities in, or any adverse change or disruption to the existing financial markets of Australia, Hong Kong, New Zealand, Canada or the United States of America is declared by the relevant central banking authority in any of those countries or there is a material disruption in commercial banking or share settlement or clearance services in any of those countries;

• trading of all securities quoted on ASX, LSE or NYSE is suspended or limited in a material respect; or

• any adverse change or disruption to the existing political or economic conditions of Australia, New Zealand, Hong Kong, Canada, the European Union, the United Kingdom or the United States of America or the international financial markets or any change in national or international political, financial or economic conditions;

• w) in respect of, Australia, New Zealand, Canada, Hong Kong, Japan, South Korea, any member of the European Union, Israel, the People's Republic of China, Russia or the United States of America

• hostilities not presently existing commence (whether war has been declared or not); or

• a major escalation in existing hostilities occurs (whether war has been declared or not); or

• a major terrorist act is perpetrated anywhere in the world.

The ability of the Lead Manager to terminate the Underwriting Agreement in respect of some events will depend on whether the Lead Manager has reasonable grounds to believe that the event:

1. has, or is likely to have, individually or in the aggregate, a material adverse effect on the success, marketing or settlement of the Offer, the value of the shares to be issued under the Offer or the willingness of investors to subscribe for shares under the Offer;

2. has, or is likely to have, individually or in the aggregate, a material adverse effect on the business, financial position or prospects of the Company; or

3. leads, or is likely to lead:

4. to a contravention by the Lead Manager (or one of its affiliates) of, or the Lead Manager (or one of its Affiliates) being involved in a contravention of, the Corporations Act or any other applicable law; or

5. to a liability for the Lead Manager (or one of its affiliates) under the Corporations Act or any other applicable law.

For the purposes of the Underwriting Agreement, the effect of any matter on the success of the Offer is determined by assessing the likely effect of that matter on the settlement of the Offer or on a decision of an investor to invest in shares under the Offer as if that decision to invest were made after the occurrence of that matter and not by considering the number and extent of applications received before the occurrence of that matter. The Company also gives certain representations, warranties and undertakings to the Lead Manager and an indemnity to the Lead Manager and its affiliates subject to certain carve-outs.

Dilution

Shareholders who do not participate in the Placement and/or take up all of their entitlements under the Entitlement Offer, will have their percentage of shareholding in the Company diluted and will not be exposed to future increases or decreases in the Company's share price in respect of the new shares which would have been issued to them had they participated in the Placement or taken up their entitlement under the Entitlement Offer. Shareholders may have their investment diluted by future capital raisings by the Company.

Entitlement Offer Not Renounceable

Entitlements are non-renounceable and will not be tradeable on ASX or otherwise transferable. Accordingly, shareholders who do not take up their entitlement will not receive any value for those entitlements.

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26