NEXTED GROUP LIMITED — Interim / Quarterly Report 2015

Jul 30, 2015

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ASX Announcement

31 July 2015

iCOLLEGE QUARTERLY 4C COMMENTARY

iCollege Limited (ASX: ICT) (“iCollege” or the “Company”) has released its June Quarterly Appendix 4C Quarterly Report for entities admitted on the basis of commitments for the quarter ended 30 June 2015

HIGHLIGHTS:

• Fully binding term sheet executed to acquire Vital Training Solutions Pty Ltd (‘Vital”). Vital has been awarded funding through New South Wales “Smart and Skilled” Funding which provides the opportunity for residents of New South Wales to receive training that will lead to jobs and for those already employed, a possibility to upgrade their skills and knowledge.

• Acquisition of Apollo Healthcare Solutions Pty Ltd. Apollo currently provides Nursing, Return to Work Co-ordination and Injury Management for one of the world’s largest mining companies at a significant Queensland mine site. The acquisition is subject to further due diligence and completion of formal contractual agreements.

• Recruitment of key executive staff and appointment of COO Mr Stuart Manifold. Mr Manifold brings training expertise in Australia and Internationally and was previously CEO of Risktec Australasia, a specialist Crises Management and Emergency Response Training and Consulting organization with operations in over 20 countries. Under his guidance Risktec was admitted to the WA Industry and Export Awards “Hall of Fame” for services to Education internationally. Risktec was sold in 2008 to a publically listed Scottish company as part of a roll up of internationally based training organisations.

• Integration of iCollege’s existing business units advanced strongly, which focused on the synergies within the previously announced acquisitions of Mathisi Pty Ltd, the Management Institute of Australia Pty Ltd and the Bookkeeping School Pty Ltd

iCollege Ltd ABN 75 105 012 066 ASX: ICT

P: (08) 6380 2555 F: (08) 9381 1122 Email: admin@icollege.net

Suite 1 Ground Floor 437 Roberts Road Subiaco WA 6008

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INTEGRATION OVERVIEW

iCollege has appointed a Head of Technology to assist with the harmonisation of all digital assets within the group, which includes advances in the following areas:

• Continued development and review of the iCollege E-Learning and reporting platform

• Development of strategy and research into the latest technology around online registration of students and connectivity with iCollege reporting functions

• Centralisation and consistency of messaging across all iCollege company websites and Social Media platforms

• Gradual and prioritised migration of all sales and client information to a central Client Relationship Management system (CRM)

iCollege has begun the process of establishing a shared services division within the business allowing the Company to

develop economies of scale in the following areas:

• Sales and Marketing

• Educational Instructors and Human Resources

• Governance and Compliance

• Customer Service and Satisfaction

• Streamlined accounting functions, which will allow a greater depth of reporting across the group and within each individual asset

The integration process has been developed in line with the overall goals and objectives for iCollege Limited. These

have been shared with the entire team providing a solid direction moving into the FY16. This division is headed by suitably qualified individuals who are tasked with expanding their teams to cope with the overall scaling of the Company.

ACQUISITION AND SALES OVERVIEW

iCollege has instigated significant discussions with a number of corporate and community based organisations in relation to the provision of long term training to assist those organisations in achieving their workforce development

goals. These discussions include the following opportunities:

• Development of two Joint Ventures providing Trainees to industry, this is likely to include the establishment of a new organisation concerned with the recruitment, training and provision of suitably qualified and enthusiastic staff to these organisations. The model will utilise best practice from the Group Training model with additional enhancements added. Employment will be available for all graduates.

iCollege Ltd ACN 75 105 012 066 ASX: ICT

P: (08) 6380 2555 Suite 1 Ground Floor F: (08) 9381 1122 437 Roberts Road Email: admin@icollege.net Subiaco WA 6008

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• Working with two large commercial organisations in the development of an in house Enterprise RTO allowing for internal training and provision of training to third parties

• Working with a number of industry groups, with the goal of assisting them to add value to their membership by providing industry specific training to both existing and new employees.

-ENDS-

For further information, please contact:

Mr Ross Cotton, CEO & Executive Director

iCollege Limited +61 (0) 419 870 363 ross@icollege.net

About iCollege Limited:

iCollege (ASX: ICT) is a training organisation that has positioned itself to become one of Australia's leading online educators through growth spurred by acquisitions and current portfolio companies. Launched in 2014 to help students and workers stay relevant in an ever-changing employment environment, their development is fuelled via the use of a learning management platform – an innovative technology designed to make the e-learning experience more flexible, dynamic and mobile.

iCollege Ltd ACN 75 105 012 066 ASX: ICT

P: (08) 6380 2555 F: (08) 9381 1122 Email: admin@icollege.net

Suite 1 Ground Floor

437 Roberts Road Subiaco WA 6008

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Appendix 4C Quarterly report for entities admitted on the basis of commitments

Rule 4.7B

Appendix 4C

Quarterly report for entities admitted on the basis of commitments

Introduced 31/03/00 Amended 30/09/01, 24/10/05, 17/12/10

Name of entity
iCollege Limited
ABN 75 105 012 066	Quarter ended (“current quarter”)
75 105 012 066	30 June 2015

Consolidated statement of cash flows

Cash flows related to operating activities 1.1 Receipts from customers 1.2 Payments for (a) staff costs (b)advertising and marketing (c)research and development (d) leased assets (e) other working capital 1.3 Dividends received 1.4 Interest and other items of a similar nature received 1.5 Interest and other costs of finance paid 1.6 Income taxes paid 1.7 Other (R&D grant) Net operating cash flows	Current quarter $A’000	Year to date (12 months) $A’000
	351 (174) (25) - - (749) - 3 - - -	379 (546) (105) - - (1,743) - 46 - - 156
	(594)	(1,813)

• See chapter 19 for defined terms.

Appendix 4C Page 1

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Appendix 4C Quarterly report for entities admitted on the basis of commitments

	Current quarter $A’000	Year to date (12 months) $A’000
1.8 Net operating cash flows (carried forward)	(594)	(1,813)
Cash flows related to investing activities 1.9 Payment for acquisition of: (a) businesses (item 5) (b) equity investments (c) intellectual property (d) physical non-current assets (e) other non-current assets 1.10 Proceeds from disposal of: (a) businesses (item 5) (b) equity investments (c) intellectual property (d) physical non-current assets (e) other non-current assets 1.11 Loans to other entities 1.12 Loans repaid by other entities 1.13 Other (Deposit on business purchase) Net investing cash flows 1.14 Total operating and investing cash flows	(1,530) - (140) (8) - - - - - - - -	(1,676) - (677) (42) - - - - - - - -
	(1,678)	(2,395)
	(2,272)	(4,208)
Cash flows related to financing activities 1.15 Proceeds from issues of shares, options, etc. 1.16 Proceeds from sale of forfeited shares 1.17 Proceeds from borrowings 1.18 Repayment of borrowings 1.19 Dividends paid 1.20 Other (Costs of issue) Net financing cash flows	100 - 800 - - (5)	686 - 1,300 - - (26)
	895	1,960
Net increase (decrease) in cash held 1.21 Cash at beginning of quarter/year to date Cash balances acquired 1.22 Exchange rate adjustments to item 1.20 1.23 Cash at end ofquarter	(1,377) 1,644 5 -	(2,248) 2,515 5 -
	272	272

• See chapter 19 for defined terms.

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Appendix 4C Quarterly report for entities admitted on the basis of commitments

Payments to directors of the entity and associates of the directors

Payments to related entities of the entity and associates of the related entities

• 1.24 Aggregate amount of payments to the parties included in item 1.2 1.25 Aggregate amount of loans to the parties included in item 1.11

Current quarter $A'000 27 -

• 1.26 Explanation necessary for an understanding of the transactions Payment of directors fees, consulting, accounting, book keeping, secretarial, and administration fees

Non-cash financing and investing activities

• 2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows

Issue of 333,333 shares in lieu of professional services provided by a consultant (non related party) at $0.15 per share

Issue of 6,666,667 shares at $0.15 per shares as per Share Sale Agreement to purchase Management Institute of Australia Pty Ltd

Issue of 170,000 shares as placement fee for convertible notes (non related party) at $0.15 per share

• 2.2 Details of outlays made by other entities to establish or increase their share in businesses in which the reporting entity has an interest NA

Financing facilities available

Add notes as necessary for an understanding of the position.

3.1 Loan facilities 3.2 Credit standby arrangements	Amount available $A’000	Amount used $A’000
	-	-
	-	-

• See chapter 19 for defined terms.

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Appendix 4C Quarterly report for entities admitted on the basis of commitments

Reconciliation of cash

Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows.	Current quarter $A’000	Previous quarter $A’000
4.1 Cash on hand and at bank 4.2 Deposits at call 4.3 Bank overdraft 4.4 Other (provide details)	272	1,644
	-	-
	-	-
	-	-
Total: cash at end of quarter(item 1.23)	272	1,644

Acquisitions and disposals of business entities

5.1 Name of entity 5.2 Place of incorporation or registration 5.3 Consideration for acquisition or disposal 5.4 Total net assets 5.5 Nature of business	Acquisitions (Item 1.9(a))	Disposals (Item 1.10(a))
	1. Mathisi Pty Ltd 2. Management Institute of Australia Pty Ltd
	1. Queensland 2. New South Wales
	1. $550,000 cash 2. $2,000,000 (50% cash, 50% fully paid shares)
	1. $241 2. $785,437
	1. Education 2. Education

Compliance statement

• 1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act (except to the extent that information is not required because of note 2) or other standards acceptable to ASX.

• 2 This statement does give a true and fair view of the matters disclosed.

• See chapter 19 for defined terms.

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Appendix 4C Quarterly report for entities admitted on the basis of commitments

Sign here: ............................................................ Date: 31 July 2015 Company secretary

Print name: Chris Watts

Notes

1. The quarterly report provides a basis for informing the market how the entity’s activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.

2. The definitions in, and provisions of, AASB 107: Statement of Cash Flows apply to this report except for any additional disclosure requirements requested by AASB 107 that are not already itemised in this report.

3. Accounting Standards. ASX will accept, for example, the use of International Financial Reporting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

4. See chapter 19 for defined terms.

Appendix 4C Page 5

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