ORCODA LIMITED — Capital/Financing Update 2009

Dec 29, 2009

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SmartTrans

H O L D I N G S L I M I T E D

ACN 009 065 650

Offer Document

In relation to a non-renounceable entitlement issue of up to 327,222,355 New Shares at 0.5 cents each on the basis of 1 New Share for every 2 Shares held as at the Record Date to raise up to $1,636,112.

The Offer is partly underwritten.

This Offer 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 the New Shares offered by this Offer Document.

This Offer Document provides important information to assist investors in deciding whether or not to invest in the Company and should be read in its entirety. If you are in any doubt as to how to deal with this document, please consult your professional adviser.

Contents

Important Information ............................................................................................................................... 1
Corporate Directory .................................................................................................................................. 2
Offer at a glance ........................................................................................................................................ 3
Director's Letter ........................................................................................................................................ 4
1. Summary of the Offer ................................................................................................................ 5
2. Action Required by Eligible Shareholders ............................................................................. 14
3. Investment and Business Risk Factors ................................................................................. 15
4. Definitions ................................................................................................................................ 22
5. Enquiries .................................................................................................................................. 23
Important Information

No prospectus

This Offer Document is not a prospectus. It does not contain all of the information that an investor would find in a prospectus.

Speculative

It is important that Eligible Shareholders read this Offer Document in its entirety before deciding to invest so that they may make an informed assessment of the effect of the Offer on the Company and the rights attaching to the New Shares offered by this Offer Document. An investment in the Company must be considered speculative. Refer to Section 3 of this Offer Document for details relating to risks involved with an investment in the Company. Eligible Shareholders may only apply for New Shares on an Entitlement and Acceptance Form.

Foreign Jurisdictions

This Offer Document does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. The distribution of this Offer Document in jurisdictions outside Australia or New Zealand may be restricted by law and any person who comes into possession of this Offer Document should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

Refer to Section 1.15 of this Offer Document for additional information regarding participation in the Offer by persons resident in jurisdictions outside Australia and New Zealand.

Disclaimer

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

Privacy

As an Eligible Shareholder, SmartTrans Holdings Limited (and the Share Registry on its behalf) holds personal information about you. It does this to process and administer your investment in SmartTrans Holdings Limited and to provide related services to you. The Company and the Share Registry may be required to disclose this information to third parties who carry out functions on behalf of the Company and other third parties to whom disclosure is required by law. Applicants may request access to their personal information held by (or on behalf of) the Company by telephoning or writing to the Company Secretary.

Definitions

Certain abbreviations and other defined terms are used throughout this Offer Document. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations used are set out in Section 4 of this Offer Document.

Page 1

Corporate Directory

SmartTrans Holdings Limited

ABN 86 009 065 650

Directors

John PC Forsyth AM (Chairman) James P Laurie (Executive Director) Andrew D Forsyth (Non Executive Director)

Senior Management

James P Laurie (Executive Director)

Company Secretary

John W Millard

Registered Office

Suite 3, First Floor 614 Newcastle Street Leederville WA 6007

Telephone: +61 8 9228 1199 Facsimile: +61 8 9228 2299

ASX Code

SMA

Auditors

RSM Bird Cameron Partners* 8 St Georges Terrace Perth WA 6000

Solicitors

Q Legal* Level 4, 105 St Georges Terrace Perth WA 6000

Underwriter

Dymocks Securities Pty Ltd 424 - 428 George Street Sydney NSW 2000

Share Registry

Computershare Investor Services Pty Ltd* Telephone: 1300 557 010 Level 2 (in Australia) 45 St Georges Terrace +61 8 9323 2000 Perth WA 6000 (outside Australia) Facsimile: +61 8 9323 2033

• These entities are not responsible for any statements in this Offer Document and their names appear above for information purposes only.

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Offer at a glance

Entitlement	1 New Share for every 2 Shares
	held as at the Record Date
Offer Price per New Share	0.5 cents
Maximum proceeds of the Offer*	$1,636,112
Maximum number of New Shares offered by this Offer	327,222,355
Document
Number of Shares on issue prior to the Offer	654,444,711
Record Date	13 January 2010
Offer opens	18 January 2010
Offer closes	10 February 2010

• Excluding costs of the Offer

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Director's Letter

30 December 2009

Dear Shareholder

I am pleased to be able to offer you the opportunity to invest in SmartTrans Holdings Limited ( SmartTrans or the Company ). The Offer proposed in this Offer Document is seeking to raise up to $1,636,112 on the basis of an offer to existing Shareholders of 1 New Share for every 2 Shares held as at the Record Date at a subscription price of 0.5 cents per New Share.

The Offer has been partly underwritten by Dymocks Securities Pty Ltd, a company that is controlled by Mr John PC Forsyth AM, the Chairman of the Company and of which Mr Andrew D Forsyth, a director of the Company, is a director. Dymocks Securities Pty Ltd is also a substantial shareholder of the Company.

The Company has also incorporated a Shortfall Offer whereby Shareholders (and other investors that may not presently be Shareholders but are exempt investors for the purposes of section 708 of the Corporations Act) can apply for additional New Shares in excess of their entitlement under the Offer at the same issue price of 0.5 cents per New Share.

The funds raised by the Offer will primarily be used:

• (a) to develop new business opportunities for SmartTrans' logistics and transport solutions software in China and Australia; and

• (b) to conduct exploration activities at some or all of the Company's four exploration projects,

with the balance to be used for general working capital.

Having recently (refer announcement to ASX of 20 November 2009) entered into a Project Licence Agreement with Yamei Electronics Company Limited, the Company's goal is to continue to develop and progress business opportunities in both China and Australia in connection with its software assets and technology. An update regarding the Company's progress in this regard is set out in Section 1.24 of this Offer Document.

Before you make your investment you are asked to read this Offer Document in its entirety and to seek financial advice. However on behalf of the Board I invite you to consider the information provided in this Offer Document and encourage you to participate in the Offer.

Yours faithfully

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James P Laurie Executive Director

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1. Summary of the Offer

1.1 The Offer

This Offer Document invites Eligible Shareholders to participate in a pro rata non-renounceable offer of 327,222,355 New Shares ( Offer ). Each Eligible Shareholder is being offered 1 New Share for every 2 Shares held as at 5:00pm (Perth Time) on the Record Date (being 13 January 2010). The Offer Price is 0.5 cents per New Share. The issue of New Shares pursuant to this Offer will raise up to $1,636,112 before costs of the Offer.

The New Shares will rank equally with Existing Shares. Eligible Shareholders (and other investors under the Shortfall Offer) may also apply for New Shares which are not taken up under the Offer pursuant to a shortfall offer ( Shortfall Offer ). Such securities are being offered in addition to the Offer. Further details regarding the Shortfall Offer are contained in Section 1.10 of this Offer Document.

Applications for New Shares under this Offer Document must be made on an Entitlement and Acceptance Form. You should read this Offer Document in full before deciding to accept your Entitlement or subscribe for New Shares. Applicants should also read the instructions on the Entitlement and Acceptance Form before applying for New Shares.

1.2 Underwriting and Sub-Underwriting

The Offer is partly underwritten to $664,000 ( Underwritten Amount ) by Dymocks Securities Pty Ltd ( Underwriter ). The Underwriter is a company that is controlled by Mr John PC Forsyth AM, the Chairman of the Company and of which Mr Andrew D Forsyth, a Director of the Company, is a director. Subject to the terms of the Underwriting Agreement, the Underwriter will subscribe for any New Shares that are not taken up by Eligible Shareholders up to a maximum of 132,800,000 New Shares (representing $664,000, being the Underwritten Amount). The Underwriter is permitted, pursuant to the Underwriting Agreement, to procure any person to sub-underwrite the Underwriter's commitment. At the date of this Offer Document, an amount of $394,000, or 78,800,000 New Shares is sub-underwritten via certain subunderwriters named in the Underwriting Agreement ( Sub-Underwriters ). Refer to Section 1.22 for further details of the Sub-Underwriters. Assuming that all of the Sub-Underwriters subscribe for the amount of their sub-underwriting commitment, then the Underwriter would be obliged to subscribe for (or procure subscriptions for) a maximum amount of $270,000 or 54,000,000 Shares. The Underwriting Agreement provides that if any named Sub-Underwriter defaults, then the Underwritten Amount shall be reduced by an equivalent amount (unless the Underwriter elects that the Underwritten Amount not be reduced). Further, the Underwriting Agreement provides that any acceptance of any Entitlement by the Underwriter (or a SubUnderwriter, where the Sub-Underwriter is a Shareholder) will be deemed to go-in-relief of the Underwriter's (or Sub-Underwriter's where applicable) underwriting obligations unless the Underwriter (or Sub-Underwriter where applicable) elects otherwise. No underwriting or subunderwriting fee is payable in connection with the underwriting.

The material terms of the Underwriting Agreement are set out in Section 1.21.

Certain of the Sub-Underwriters are related parties and staff of the Company, including the persons referred to in the table in Section 1.22 of this Offer Document.

1.3 Indicative Timetable

Announcement Date	30 December 2009
Offer document lodged with ASX	30 December 2009
Notice sent to securityholders	5 January2010
"Ex" Date (date from which the securities commence trading without the entitlement to participate in the Offer)	7 January 2010
Record Date (for determiningentitlements toparticipate in the Offer)	13 January2010
Despatch of Offer Document and Entitlement and Acceptance Forms	15 January2010
Offer opens	18 January 2010

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Closing Date for Offer *	10 February 2010
Companyto notifyASX of undersubscriptions	15 February2010
Despatch of transaction confirmation statements*	18 February 2010

• These dates are indicative only and subject to change. Subject to the Corporations Act, the ASX Listing Rules and other applicable laws, SmartTrans, in consultation with the Underwriter, reserves the right to change any of these dates without notice. This may include extending the Offer, closing the Offer early or accepting late Applications, either generally or in particular cases. You are encouraged to submit your Entitlement and Acceptance Form as soon as possible.

1.4

Record Date and entitlement

Eligible Shareholders will be entitled to subscribe for 1 New Share for every 2 Shares held by them at 5.00pm (Perth Time) on the Record Date (being 13 January 2010).

The number of New Shares to which you are entitled is shown on the personalised Entitlement and Acceptance Form which accompanies this Offer Document. Eligible Shareholders may subscribe for all, part or none of their Entitlement. Applications may also be lodged for New Shares in addition to the Offer pursuant to the Shortfall Offer (See Section 1.10 of this Offer Document).

1.5 Use of funds

The Offer will raise up to $1,636,112 before costs of the Offer. Assuming both scenarios where the Offer is subscribed to the amount of the Underwritten Amount (being $664,000 and full subscription, it is currently expected that the funds raised from the Offer will be applied as follows:

	Underwritten Amount raised	Full Subscription
Indicative use of funds	Allocated Funds	Allocated Funds
New business development in China and Australia	200,000	600,000
Administration	350,000	700,000
Exploration	45,000	90,000
General working capital	44,000	221,112
Costs of the Offer	25,000	25,000
Total	$664,000	$1,636,112

The Company's actual allocation of funds may change depending on the circumstances in which its business develops and operates. The Company will provide details of its actual expenditure in its periodic reports and as otherwise required by the ASX Listing Rules.

1.6 Effect of the Offer

The securities on issue as at the date of this Offer Document and following the Offer, if all New Shares are subscribed for either under the Offer, the Shortfall Offer or the Underwriting Agreement, will be as follows:

Issued capital	Shares on issue prior to Offer	Maximum to be issued under Offer	Total Shares on issue following Offer
Ordinary Shares	654,444,711	327,222,355	981,667,066

1.7

Trading of rights

The rights to New Shares are non-renounceable. This means that Eligible Shareholders cannot transfer or dispose of their rights and there will be no trading of rights on ASX.

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1.8 Dilution

Eligible Shareholders who take up their Entitlement in full will not have their percentage holding in SmartTrans diluted as a result of the Offer. Eligible Shareholders who do not take up their Entitlement in full will have their percentage holding in SmartTrans diluted as a result of the Offer.

1.9 Arrangement with AFS licensees

The Company reserves the right to pay a fee of up to 2.5% in respect of Applications lodged by supporting stockbrokers and holders of an Australian Financial Services Licence provided the relevant stamp of the organisation is on the Entitlement and Acceptance Form and the Company accepts the Applications.

1.10 Shortfall Offer

Eligible Shareholders may also subscribe for New Shares in addition to their Entitlement under the Shortfall Offer. The Shortfall Offer is a separate offer pursuant to this Offer Document made to Eligible Shareholders and other investors (provided those investors are exempt investors for the purposes of section 708 of the Corporations Act and are otherwise lawfully able to receive and accept the Shortfall Offer). The issue price of any New Shares offered pursuant to the Shortfall Offer will be 0.5 cents, being the same price at which the Offer is being offered to Eligible Shareholders. Allocation of the Shortfall Shares will be subject to there being a Shortfall under the Offer and will otherwise take place at the absolute discretion of the Directors.

The Directors do not represent that any application to participate in the Shortfall Offer will be successful. In relation to the Shortfall Offer, the Directors reserve the right to issue securities to Applicants under the Shortfall Offer at their absolute discretion. The Directors may allocate to an Applicant under the Shortfall Offer a lesser number of New Shares than the number for which the Applicant applies, or to reject an Application under the Shortfall Offer, or to not proceed with the placing of the Shortfall Offer pursuant to this Offer Document. If the number of New Shares allocated is fewer than the number applied for, surplus Application Monies will be refunded in full. Interest will not be paid on monies refunded.

The Shortfall Offer is independent from the Offer and will remain open after the Closing Date for a period of time as determined by the Directors.

1.11 Not a prospectus

In accordance with section 708AA of the Corporations Act, this Offer is being made without a prospectus. This Offer Document is not a prospectus nor does it contain all of the information that an investor would find in a prospectus.

1.12 Application money held in trust

Application Monies will be held in trust in a subscription account until allotment (save for monies referred to in Section 1.22 as being loaned from Sub-Underwriters). The subscription account will be established and kept by the Company (or the Share Registry as agent for the Company) on behalf of the Applicants until allotment of the New Shares to the Applicants. In the event that an Applicant is not issued with New Shares in full satisfaction of the Application Monies provided, the relevant Application Monies will be refunded without interest.

1.13 Allotment

Under the current timetable, the New Shares are expected to be issued, and transaction confirmation statements despatched, on 18 February 2010.

It is the responsibility of Applicants to confirm the number of New Shares allotted to them prior to trading in the securities. Applicants who sell New Shares before they receive notification of the number of securities allocated to them do so at their own risk.

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If an Entitlement and Acceptance Form is not completed correctly, or if the accompanying payment of the Application Monies is for the wrong amount, it may still be treated as a valid Application. The Directors' decision whether to treat the Application as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final. However, an Applicant will not be treated as having applied for more New Shares than is indicated by the sum of the cheque for the Application Monies.

1.14 ASX Listing

The Company has applied to ASX for the New Shares to be admitted to Official Quotation.

1.15 Foreign Shareholders

The Company is of the view that it is unreasonable to extend the Offer to Shareholders outside of Australia and New Zealand ( Ineligible Foreign Shareholders ), having regard to:

• (a) the small number of Ineligible Foreign Shareholders;

• (b) the number and value of the New Shares which would be offered to Ineligible Foreign Shareholders; and

• (c) the cost of complying with the legal requirements and requirements of the regulatory authorities, in the respective overseas jurisdictions.

Accordingly, SmartTrans is making the Offer and Shortfall Offer to Eligible Shareholders and other investors with a registered address in Australia or New Zealand only. Where this Offer Document has been sent to Shareholders with registered addresses outside Australia and New Zealand who are not entitled to participate in the Offer, it is sent to them for information purposes only.

The distribution of this Offer Document in jurisdictions outside of Australia and New Zealand may be restricted by law and persons who come into possession of this Offer Document should seek their own advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This Offer Document (and the accompanying Entitlement and Acceptance Form) do not constitute an offer of, or invitation to subscribe for securities in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation.

Shareholders resident outside Australia and New Zealand should consult their professional advisers as to whether, in order to enable them to accept their Entitlement, any governmental or other consents are required or other formalities need to be observed.

By lodging a completed Entitlement and Acceptance Form an investor is taken to have given the warranties as to its ability to participate in the Offer or Shortfall Offer without breach of the law, and related matters in their respective jurisdiction. The Company reserves the right to treat as invalid any Entitlement and Acceptance Form that appears to have been submitted by an Ineligible Foreign Shareholder.

The Offer and Shortfall Offer have not been, and will not be, registered under the United States Securities Act of 1933 and are not being made in the United States or to persons resident in the United States. Without limitation, neither this Offer Document nor the accompanying Entitlement and Acceptance Form may be sent to investors in the United States or otherwise distributed in the United States.

In making the Offer to Eligible Shareholders in New Zealand, SmartTrans is relying on the Securities Act (Australian Issuers) Exemption Notice 2002 (NZ), by virtue of which this Offer Document is not required to be registered in New Zealand.

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1.16 Ineligible Foreign Shareholders

In compliance with section 615 of the Corporations Act, the Company will appoint an Australian Financial Services Licensee nominee for the Ineligible Foreign Shareholders ( Nominee ). The Company will apply to ASIC for its approval of the nomination. The Nominee will subscribe for and the Company will issue to the Nominee the Shares that would otherwise have been issued to the Ineligible Foreign Shareholders if the Offer had been made available to them and they had accepted.

The Nominee must sell the Shares and cause to be distributed to each of the Ineligible Foreign Shareholders their proportion of the proceeds of the sale, net of expenses. Any such sale will be at such prices and otherwise in such a manner as the Nominee in its absolute discretion, determines.

The terms of the agreement under which the Nominee will agree to act are summarised in Section 1.23.

1.17 CHESS and issuer sponsored holdings

SmartTrans participates in the security transfer system known as CHESS. ASTC, a wholly owned subsidiary of ASX, operates CHESS in accordance with the ASX Listing Rules and the ASTC Settlement Rules. Under CHESS, Eligible Shareholders will not receive a share certificate but will be issued a statement of holding of shares.

If you are broker sponsored, and you take up all or part of your Entitlement, ASTC will send you a CHESS holding statement. The CHESS holding statement will set out the number of New Shares issued to you under this Offer Document and provide details of your holder identification number and the participant identification number of the sponsor. If you are registered on the issuer sponsored sub-register, and you take up all or part of your Entitlement, your statement will be despatched by the Share Registry and will contain the number of New Shares issued to you under this Offer Document and a security holder reference number.

A CHESS statement or issuer-sponsored statement will routinely be sent to security holders at the end of any calendar month during which the balance of their security holding changes. Security holders may request a statement at any other time. However, a fee may be charged for additional statements.

If investors have enquiries about CHESS, they should contact their broker or ASX.

1.18 Taxation Implications

Eligible Shareholders should be aware that there may be taxation liabilities arising from the subscription for New Shares and the sale of those New Shares. For this reason, it is very important that Eligible Shareholders consult their own taxation or other advisers in relation to the taxation laws and regulations applicable to their personal circumstances. SmartTrans and its officers accept no liability or responsibility in respect of any tax consequences connected with an investment in SmartTrans Shares or the sale of those Shares.

1.19 Rights attaching to shares

The New Shares will be issued fully paid and will rank equally with the Existing Shares of the Company.

1.20 Effect on control

Section 606 of the Corporation Act provides that a person must not acquire a relevant interest in issued voting shares in a listed company if that person's or someone else's voting power in the company:

• (a) increases from 20% or less to above 20%; or

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(b) increases by any amount, if that person's voting power is between 20% and 90%.

(the Section 606 Prohibition ).

Section 611 of the Corporations Act sets out a number of exemptions to the Section 606 Prohibition. In particular, section 611 of the Corporations Act provides that an increase to a person's voting power which results from that person accepting a pro-rata entitlement issue (such as this Offer) is exempt from Section 606 Prohibition. This exemption also extends to underwriters and sub-underwriters to the issue.

The persons and entities, including the Underwriter, set out in the table below are known substantial shareholders of the Company. As a result of the Offer, the voting power of the substantial shareholders may increase.

In each case other than for Canala Services Pty Ltd and Andrew D Forsyth, the maximum possible increase in the voting power of the substantial shareholder as shown in the table below assumes that no other Shareholders (other than the substantial shareholder and entities pursuant to which the substantial shareholder holds voting power in Shares) accept their Entitlement under the Offer. In the case of Canala Services Pty Ltd and Andrew D Forsyth, the maximum possible increase in the voting power of the substantial shareholder as shown in the table below assumes that no other Shareholders (other than the substantial shareholder and entities pursuant to which the substantial shareholder holds voting power in Shares) accept their Entitlement under the Offer, and the Underwriter (including in part Canala Services Pty Ltd to the full extent of its sub-underwriting commitment) acquires Shares under the Offer up to the Underwritten Amount of $664,000 on the basis that there would be a shortfall in subscriptions in this scenario.

Substantial Shareholder	Current number of Shares over which holder has voting power	Current voting percentage	Maximum possible number of Shares over which holder may have voting power	Maximum possible voting percentage
Dymocks Securities Pty Ltd	357,501,1261	54.63	536,251,689	64.36
Tandragee PtyLtd	370,722,5222	56.65	556,083,783	66.2
Coolgardie Units Pty Ltd	370,722,5223	56.65	556,083,783	66.2
Jamajon Pty Ltd (includes Subsidiaries)	357,501,1264	54.63	536,251,689	64.36
Mr JPC Forsyth AM	357,501,1264	54.63	536,251,689	64.36
Canala Services Pty Ltd	80,094,2915	12.23	134,141,436	17.04
Mr AD Forsyth	80,094,2915	12.23	134,141,436	17.04
China Alarm (HK) Holdings Limited	47,907,8266	7.32	71,861,739	10.59

1 Comprising voting power over 243,897,381 Shares held by the Underwriter (Dymocks Securities Pty Ltd), 46,721,208 Shares held by Jamajon Pty Ltd, 9,642 Shares held by John Forsyth, 38,546,601 Shares held by Tandragee Pty Ltd and 28,326,294 Shares held by Coolgardie Units Pty Ltd.

2 Comprising voting power in the Shares as per footnote (1) above and also 13,221,396 Shares held by Canala Services Pty Ltd.

3

Comprising voting power in the Shares as per footnote (1) above and also 13,221,396 Shares held by Canala Services Pty Ltd. 4

Comprising voting power in the Shares as per footnote (1) above. 5

Comprising voting power in 38,546,601 Shares held by Tandragee Pty Ltd, 28,326,294 Shares held by Coolgardie Units Pty Ltd and 13,221,396 Shares held by Canala Services Pty Ltd.

6 Based on substantial shareholder notice lodged by China Alarm (HK) Holdings Limited on 4 December 2009. The maximum voting power assumes that China Alarm (HK) Holdings Limited only applies for its Entitlement and is not issued any Shares in the Shortfall Offer.

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1.21 Underwriting Agreement

The Company has entered into an underwriting agreement with the Underwriter dated 30 December 2009 pursuant to which the Underwriter has agreed to partly underwrite the Offer ( Underwriting Agreement ).

The Underwriter is a company that is controlled by the Company's chairman, Mr John PC Forsyth AM and of which Mr Andrew D Forsyth (a director of the Company) is a director. Pursuant to the Underwriting Agreement, the Underwriter has agreed to subscribe for and lodge subscription monies for that number of New Shares for which valid Applications have not been received by the Company by the Closing Date up to the Underwritten Amount. The Underwritten Amount underwritten by the Underwriter is $664,000. The Underwriter is entitled to procure any other parties to sub-underwrite all or part of the Offer in its absolute discretion. Certain Sub-Underwriters named in the Underwriting Agreement have already agreed to subunderwrite the Underwriter's commitment (refer Section 1.22 of this Offer Document) to an amount of $394,000 or 78,800,000 New Shares. Assuming that all of the Sub-Underwriters subscribe for the amount of their sub-underwriting commitment, then the Underwriter would be obliged to subscribe for (or procure subscriptions for) an amount of $270,000 or 54,000,000 Shares. The Underwriting Agreement provides that if any named Sub-Underwriter defaults (or for any reason does not proceed to sub-underwrite as contemplated by the Underwriting Agreement), then the Underwritten Amount shall be reduced by an equivalent amount (unless the Underwriter elects that the Underwritten Amount not be reduced). Further, the Underwriting Agreement provides that any acceptance of any Entitlement by the Underwriter (or a SubUnderwriter, where the Sub-Underwriter is a Shareholder) will be deemed to go-in-relief of the Underwriter's (or Sub-Underwriter's where applicable) underwriting obligations unless the Underwriter (or Sub-Underwriter where applicable) elects otherwise.

No fees are to be paid to the Underwriter (or any sub-underwriter). The Underwriting Agreement contains termination provisions which are typical in agreements of this nature which provide that the Underwriter may terminate its obligations under the Underwriting Agreement if certain prescribed events occur. These events include, without limitation, if the All Ordinaries Index falls more than 10% following execution of the Underwriting Agreement, if the Company does not comply with all relevant laws and securities regulations in relation to the Offer or if a material adverse change occurs in relation to the Company or its business.

1.22 Sub-Underwriting

Certain of the Sub-Underwriters are related parties and staff of the Company, including the following persons who have agreed to sub-underwrite the commitments of the Underwriter to the following extent:

Sub-Underwriter	Dollar Amount Sub- Underwritten	Shares Sub- Underwritten
James Laurie (Director)	$20,000	4,000,000
I.T.S. Worldwide Limited (a company controlled by Bryan Carr, (director of the Company's subsidiary, SmartTrans Limited)	$71,000	14,200,000
Canala Services Pty Ltd (a company controlled by Andrew D Forsyth, Director of the Company)	$70,000	14,000,000
Other (non related parties / non substantial shareholders)	$233,000	46,600,000

The majority of the Sub-Underwriters (comprising $319,000, worth of sub-underwriting commitments) have loaned to the Company an amount equivalent to the dollar amount they have sub-underwritten (on a no fee, no interest basis) pending completion of the Offer (such loan funds to then be applied as subscriptions monies into the Offer in accordance with their particular sub-underwriting commitments).

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1.23 Nominee Agreement

The Company proposes to enter into an agreement with an ASIC approved nominee, holding an Australian Financial Services Licence ( Nominee ) under which the Nominee shall agree to act as nominee for the Foreign Shareholders that are ineligible to participate in the Offer (as noted in Section 1.16) for the purposes of section 615 of the Corporations Act.

The Company intends to enter into an agreement with a Nominee such that the Nominee agrees to subscribe for the Entitlement of all Ineligible Foreign Shareholders as detailed in Section 1.15 and then sell the resultant New Shares on their behalf. The sale of these New Shares will be at such prices and otherwise on such terms and conditions that the Nominee, in its absolute discretion, determines. The Nominee will be entitled to deduct the cost of the acquisition of the New Shares (being $0.005 per Share), brokerage (at the rate of approximately1.5%) and applicable GST and will remit the net sale proceeds to the Share Registry for pro rata distribution to the Ineligible Foreign Shareholders. Based on the register of Shareholders shortly prior to the date of this Offer Document, it is expected that the maximum amount that will be required to be purchased by the Nominee will not exceed 11 million Shares (being a value of approximately $55,000). The Nominee will be paid a fee equal to approximately 3% of the value of all New Shares subscribed for by the Nominee. The Company will fully indemnify the Nominee against all liabilities, losses, demands and expenses of any kind which may be incurred out of or in respect of the Nominee acting as nominee.

1.24 Business Update

AUSTRALIA

(a) Building Materials Company: SmartTrans is implementing the first phase of an Australasian rollout of its complete end-to-end transport management system for a major building materials supply company. The system expected to be rolled out throughout 2010 incorporates optimal job to vehicle allocation, route optimisation, reducing transport costs and greenhouse gas emissions and provides real-time location of vehicle and product, contributing to the safety of drivers and managing proof of delivery at often unattended sites.

(b) Major Transportation Company / Major Online Retailer: The SmartTrans system is presently used to manage the delivery of product for a major online retailer and the usage of the SmartTrans systems is forecast to expand significantly in 2010 with the uptake of SmartTrans state-of-the-art Proof of Delivery system.

(c) Major Food Manufacturer: SmartTrans is finalising the first phase of an implementation of its complete transport management system for a major food manufacturer and supplier, with a second phase of supply forecast to occur in the second Quarter of 2010.

(d) Printing & Distribution Organisation: Significant expansion of the use of the SmartTrans system within a major media, printing and distribution business is forecast to occur in early 2010 with the SmartTrans system expanding to manage not only the planning, but the real-time execution of the delivery process, providing the organisation with efficiencies and savings in fuel usage and transport costs and visibility of product arriving at market.

(e) Service Scheduling : SmartTrans is finalising contractual terms to provide its system to plan the servicing schedules for a mobile workforce operating throughout a major metropolitan and regional area of Australia. If arrangements are concluded, the system is expected to be implemented and operational in early 2010.

CHINA

(a) China Mobile: SmartTrans is in advanced negotiation with a subsidiary of China Mobile (www.chinamobile.com) for it to provide SmartTrans’ Mobile Telephone-based software to its customers to allow mobile download of selected and targeted software applications and efficient management of software upgrades. The terms proposed are for a subsidiary of China Mobile to pay an upfront establishment fee and for SmartTrans to receive a percentage of revenue from every software application downloaded by consumers. Negotiations are ongoing

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and are expected to be concluded shortly and, if negotiations are successful, implementation to commence in the first Quarter of 2010. Whilst there can be no guarantee or certainty that the negotiations with China Mobile's subsidiary will be successful, the Directors note that should the negotiations be successful and China Mobile proceed to offer the SmartTrans’ Mobile Telephone-based software to its extensive customer base, this would be a significant milestone for the Company.

(b) Yamei: As announced on 20 November 2009, SmartTrans has executed a Project Licence Agreement with Yamei Electronics Company Limited, a GPS hardware manufacturer and distributor servicing the transport and security sectors in the Peoples Republic of China, under which Yamei has a non-exclusive licence to install SmartTrans software on its GPS units. The philosophy of the Project Licence Agreement is for Yamei to provide in-vehicle GPS hardware and for SmartTrans to provide its software for those units to service the software requirements of customers of both SmartTrans and Yamei in Australia and China. SmartTrans has been successfully testing the purpose-built Yamei GPS hardware which adheres to SmartTrans’ specification and in the first Quarter of 2010 will commence training Yamei’s distribution network of 80 plus distributors who operate installation, servicing and sales centres throughout China enabling those distributors to promote and market SmartTrans’ software.

(c) P1: SmartTrans is working with P1, a private social network operating in China, for SmartTrans to develop and provide a mobile application for P1 members which will enable P1 members to keep up with friends, upload photos, share thoughts, as well as get updates on nearby members and venue promotions, meet new friends and blog about their lives via their mobile telephone. Under the arrangement with P1, SmartTrans will share on-going revenue. This application is proposed to also be made available to China Mobile customers via the project with China Mobile.

(d) Heavy Machinery Manufacturer and Supplier in China: SmartTrans is in discussion with a heavy machinery provider in China to implement SmartTrans transport management systems to monitor and report vehicle operation hours and servicing requirements and to better manage the work schedules of service technicians. This project is expected to proceed in the first quarter of 2010, with SmartTrans equipment expected to be installed in vehicles and provided to drivers to monitor vehicle performance and manage the allocation of technicians to servicing these vehicles.

UNITED KINGDOM

In the United Kingdom, SmartTrans has met with the appropriate representative groups of the London Organising Committee for the Olympic Games in relation to providing its EventTrack system at London in 2012 to manage the transport requirements of the Olympic Family and VIP corporate guests. Discussions are ongoing.

The arrangement with Yamei (referred to at (b)) was announced to the market on 20 November 2009, however, each of the other above matters are discussions or negotiations only and there is no certainty and there can be no guarantee that any arrangement(s) will be finalised on particular terms, at a specific time, or at all.

MINING

The Company's joint venture partner, MMG Australia Limited at Riversleigh, has recently commenced a drilling program at the 'Grevillea' Prospect.

The summary contained in this Offer Document is by way of a general business update only and the Company will only announce further updates to the market if and when a material arrangement / contract is entered into and not necessarily when negotiations / discussions are unsuccessful and cease without any arrangement / contract being concluded.

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2. Action Required by Eligible Shareholders

2.1 What you may do

The number of New Shares to which you are entitled is shown on the accompanying Entitlement and Acceptance Form. You may do any one of the following:

• (a) take up your all or some of your Entitlement (see Section 2.2 below);

• (b) take up all of your Entitlement and subscribe for additional New Shares pursuant to the Shortfall Offer (see Section 2.3 below); or

• (c) do nothing in which case your Entitlement will lapse (see Section 2.4).

2.2

If you wish to take up all or some of your Entitlement

If you wish to take up all of your Entitlement, complete the accompanying Entitlement and Acceptance Form in accordance with the instructions set out on the form. If you wish to take up some of your Entitlement and allow the balance to lapse, when completing the accompanying Entitlement and Acceptance Form, indicate the number of New Shares you wish to accept.

Send your completed Entitlement and Acceptance Form (together with your cheque for the amount applicable to the number of New Shares you have applied for or pay via B Pay in accordance with the instructions on the Entitlement and Acceptance Form) to reach the Company's Share Registry in accordance with Section 2.5.

2.3 If you wish to take up all of your Entitlement and subscribe for additional securities under the Shortfall Offer

If you wish to take up all of your Entitlement and subscribe for additional New Shares pursuant to the Shortfall Offer, complete the accompanying Entitlement and Acceptance Form in accordance with the instructions set out on each form. When completing the Entitlement and Acceptance Form, indicate the number of New Shares you wish to accept under the Offer and the number of New Shares you wish to apply for under the Shortfall Offer.

Send your completed Entitlement and Acceptance Form (together with your cheque for the amount applicable to the number of New Shares you have applied for or pay via B Pay in accordance with the instructions on the Entitlement and Acceptance Form) to reach the Share Registry in accordance with Section 2.5.

All allocations under the Shortfall Offer are at the sole and absolute discretion of the Directors. There is no guarantee that any Applications for New Shares under the Shortfall Offer will be successful.

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

If you decide not to take up any of your Entitlement, you are not required to take any action and your Entitlement will automatically lapse on the Closing Date. Any New Shares not taken up by you will form part of the Shortfall.

2.5

Payment for New Shares

Send your completed Entitlement and Acceptance Form (together with your cheque for the amount applicable to the number of New Shares you have applied for or pay via B Pay in accordance with the instructions on the Entitlement and Acceptance Form) to reach the Company's Share Registry by no later than 5pm (Perth Time) on the Closing Date (noting that payments via B Pay must be made by no later than 3pm (Perth Time). The Company's Share Registry address is:

Computershare Investor Services Pty Ltd

Level 2

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45 St Georges Terrace Perth WA 6000

or mail to:

Computershare Investor Services Pty Ltd

Locked Bag 2508 Perth WA 6001

The Offer Price of 0.5 cents per New Share is payable in full on application for your Entitlement (whether in whole or in part) or for Shortfall. No brokerage or stamp duty is payable on the issue of New Shares.

All payments are to be made in Australian currency by way of a cheque drawn on and payable at any Australian bank or any bank operating in Australia or via B Pay in accordance with the instructions on the Entitlement and Acceptance Form.

Other currency will not be accepted. Cash or Electronic Funds Transfer (EFT) payments will not be accepted. Other currency payments or cash payments will be returned and the acceptance will be deemed invalid.

Cheques for Applications Monies under the Offer and the Shortfall Offer should be made payable to "SmartTrans Holdings Limited – Offer A/C" and crossed "Not Negotiable". Receipts for payments will not be issued.

2.6 Queries

If you have any queries concerning the Offer, your existing holding of Shares, or any part of this Offer Document, please contact SmartTrans' director, James Laurie (refer to Section 5 of this Offer Document for contact details).

3. Investment and Business Risk Factors

3.1 Summary

An investment in the Company has similar general risks to those associated with any share market investment. In addition, there are a number of business risks that are specific to an investment in the Company. A description of these risks is set out in this Section 3. Before deciding to invest in the Company, Applicants should read the Offer Document in its entirety and consider the risk factors that could affect the operating and financial performance of the Company.

Eligible Shareholders should be aware that the market price of the New Shares may be influenced by many unpredictable factors and that subscribing for New Shares involves various risks. The occurrence of any of the following risks could have a material adverse effect on the Company’s business, results, operations, financial condition and/or future prospects and in such circumstances the market price of the New Shares could decline and investors could lose part or all of their investment. While some of the risks can be minimised by the use of safeguards and appropriate systems, some are outside the control of the Company. The value of the Company’s securities on ASX may rise and fall depending on factors beyond the control of the Company.

The New Shares offered pursuant to this Offer Document are considered speculative due to the present stage of development of the Company and the impact of various economic factors outside the control of the Company upon the market and the risks inherent in the industries in which the Company operates. This Offer Document carries no assurance with respect to the return on capital or price at which the New Shares will trade.

This section identifies certain, but not all, risks associated with an investment in the Company. Additional risks and uncertainties not presently known to the Company or the Directors, or that the Company or the Directors currently deem immaterial may also adversely affect the

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Company’s business or operations. Prior to making an investment decision, you should carefully consider the following risk factors (which are not listed in any particular order of importance) as well as the other information in this Offer Document.

3.2 General risks

Share Market Risks

There are risks associated with investment in equities generally. The trading price of the New Shares may fluctuate with movements in equity capital markets in Australia and internationally, which in turn are driven by factors including investor sentiment, general economic conditions, interest rates and federal government monetary and fiscal policies. Returns from an investment in the Company’s securities will depend on general share market and economic conditions as well as the specific performance of the Company. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

The New Shares may trade at a price above or below the issue price depending on a range of factors including the performance of the market generally, the performance of the industries in which the Company operates, national and international economic performance, market perceptions of the Company, the degree of success in the Company’s development and marketing endeavours and the financial performance of the Company.

Changes to Laws and Regulations

The introduction of new policies, legislation or amendments to existing policies or legislation by governments, including but not limited to any tax policies, legislation or rates, or the interpretation of those laws could impact adversely on the assets, operations and ultimately the financial performance of the Company.

Dependence on general economic conditions

The operating and financial performance of the Company is influenced by a variety of general economic and business conditions, including levels of consumer spending, inflation, interest rates and exchange rates, access to debt and capital markets, government fiscal, monetary and regulatory policies. A prolonged deterioration in general economic conditions, including an increase in interest rates or a decrease in consumer and business demand, could be expected to have a material adverse impact on the Company's business or financial condition.

3.3 General Business risks

Future Profitability

There is no guarantee that the business strategy of the Company will generate profitability. Any revenues of the Company may be affected by a number of factors including, but not limited to, the market becoming more competitive leading to price competition or that it will generate sufficient revenues to cover costs. In particular, any profitability in the future from the Company’s business will be dependent upon:

• (a) the success of the company’s efforts to secure significant contracts in Australia, China and elsewhere for its IT business;

• (b) the exploration success of the company’s joint venture partner, MMG Australia Limited (by assignment from OZ Minerals Australia Limited) at Riversleigh; and

• (c) the ability of the company to find a joint venture partner for its gold, copper, and molybdenum prospects in Central Queensland and the eventual success of this partner’s exploration programs.

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Dependence on Key Personnel

The Company’s future success depends largely on the continual employment of its senior management and key personnel. The retention of the services of these people cannot be guaranteed.

Retention of key business relationships

The Company relies on strategic relationships with other entities such as suppliers and partners and also on good relationships with regulatory and governmental departments. It will also rely upon third parties to provide essential contracting services.

While the Company's Directors have no reason to believe otherwise, there can be no assurance that its existing relationships will continue to be maintained or that new ones will be successfully formed and the Company could be adversely affected by changes to such relationships or difficulties in forming new ones. Any circumstance, which causes the early termination or nonrenewal of one or more of these key business alliances or contracts, could adversely impact SmartTrans, its business, operating results and prospects.

Funding risk

If the Company requires access to further funding at any stage in the future, the Company may be materially adversely affected if, for any reason, access to that funding is not available, either at all or on acceptable terms and conditions. There can be no assurance that additional funds will be available when required.

If additional funds should be raised by issuing equity securities, this might result in dilution to the then shareholders. The pricing of future share issues will also depend upon the results of the Company's activities, market factors, investor demand for shares and the need for capital by either debt or equity capital raisings.

Insurance

The Company intends to maintain adequate insurance over appropriate assets within ranges of coverage that the Company believes to be consistent with industry practice and having regard to the nature of activities being conducted. However, insurance of all risks is not always possible and where available, the cost can be high. Accordingly, the Company may not be insured against all possible losses, whether because of the unavailability of cover or because the premiums may be excessive relative to the benefits that would accrue.

Influence of large shareholders

On completion of the Offer the voting power of the substantial shareholders of the Company may increase in the amounts outlined in the paragraph 1.20 above.

As a result, these parties may have an increased influence at any general meeting of the Company at which they are entitled to vote and on matters such as the composition of the Board and a change in control of the Company.

3.4 Software and Services Business Risks

Intellectual Property

The commercial success of the Company depends in part on its technological expertise and, the Company relies on its ability to establish, and protect, its intellectual property rights. In particular, trade secrets by their nature are not capable of protection by registration and it is therefore difficult to ensure that they are retained by the Company.

There is also no assurance that any of the Company’s existing or future intellectual property rights (including any copyright or trade secrets) will afford adequate protection to the Company against unauthorised use of its technology by others or that others may have or obtain rights

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that may prevent or impede the exploitation of the Company’s intellectual property. This may adversely affect the Company's business, financial condition or results of operations or prospects. The Company may incur substantial costs if required to enforce its intellectual property rights or to defend them against third party claims.

There is a risk that the Company's intellectual property may be compromised, stolen, pirated, disabled or lost.

Reduction in demand

Factors adversely affecting the demand for the products of the Company, or systems integration and consultancy services provided by the Company, such as a decline in general economic conditions, competition or technological change could seriously affect the Company’s revenue and operating profit. There is a risk that products produced by SmartTrans become uncompetitive or unsuccessful.

Pressure on gross margins

The IT industry and the product element of systems integration and services is characterised by low gross margins and, although the Company takes steps to maintain these margins at as high a rate as possible, there is no guarantee that these margins will be maintained. These low gross margins magnify the impact of variations of the Company’s operating and other expenses on the Company’s net income. Increased competition within the industry and changes in product mix may hinder the Company’s ability to maintain or improve its gross margins.

Increased credit risk

There is a risk that customers will not pay for goods or services or that customers will delay in making payments which may impact on the cash flow of the Company and also may impact on profitability of the Company in the longer term. The Company has measures in place to ensure control of creditors and prompt payment by customers, however there is a risk that these measures will not be effective.

Dependence on key information systems

The Company depends on key information systems to manage its operations. There is a risk that the database held by SmartTrans Ltd is corrupted or lost. Accordingly, failures or disruptions to key information systems may cause revenue to decrease and operating expenses to increase, which could have a material adverse effect on the business, financial condition and result of operations and cash flows of the Company.

3.5 Business Risks relating to China

SmartTrans delivers its logistics and transport solutions software in two major geographical areas, Australia and China. The Director's believe that the following specific risk factors influence the success of SmartTrans' operations in China.

Changes in government policies

Industry in China is subject to the policies which are implemented by the Chinese Government from time to time. These policies may have an impact on the business and the assets of the Company. The Chinese Government may, for instance and without being exhaustive of possible changes to policies, withdraw subsidies or forms of preferential treatment such as tax benefits or favourable financing arrangements or alter its current treatment of, or policy regarding, foreign investment or business arrangements.

Economic considerations

China is a planned economy and is subject to the 5 year plans formulated by the Chinese Government and the implementation of these plans. In recent years, the Chinese Government has introduced economic reforms aimed at transforming the Chinese economy from a planned

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economy into a market economy with socialist characteristics. These economic reforms allow greater utilisation of market forces in the allocation of resources and greater autonomy for enterprises in their operations. However, many rules and regulations implemented by the Chinese Government are still at an early stage of development, and further refinements and amendments are necessary to enable the economic system to develop into a more sophisticated form. It is unclear how future economic reforms and macroeconomic measures to be adopted by the Chinese Government will affect the country's economic development. Further, there can be no assurance that such measures will be applied consistently and effectively or that the Company will benefit from or will be able to capitalise on such reforms. Indeed the business of the Company may be adversely affected by any reform.

Political and social considerations

China has been undergoing a series of political reforms since 1978. It is expected that such reforms will continue. Such reforms have in the past resulted in significant economic growth and social progress. However, there can be no assurance that any future reform policy of the Chinese Government will be effective. The Group's business may be affected by such future reforms.

Since 1979, many laws and regulations dealing with economic matters with respect to general and foreign investments have been promulgated in China. In 1982, the Chinese National People's Congress amended the constitution to attract foreign investments and to safeguard the "lawful rights and interests" of foreign investors in China. Since then, the trend of legislation has been to enhance the protection afforded to foreign investors and to allow more active control to foreign investors in China. However, despite significant improvements in its legal system and ongoing changes to the rules of business in China, there still exist difficulties in obtaining swift and equitable enforcement of rights and in obtaining enforcement of judgments by a court of another jurisdiction in China. Further, as a result of political changes, the interpretations of statutes and regulations may be subject to government policies. Such uncertainties may affect the Company's operations and accordingly, its profitability.

Devaluation or appreciation in the value of the Yuan or restrictions on convertibility of

the Yuan

The external value of the Yuan (also known as the Renminbi) is affected by changes in policies of the Chinese Government and by international economic and political developments. From 1994, the conversion of the Yuan into foreign currencies, including Hong Kong Dollars and US Dollars, was based on rates set by the People's Bank of China, which were set daily based on the previous day's interbank foreign exchange market rates and current exchange rates on the world financial markets. The Yuan to US Dollar exchange rate experienced volatility prior to 1994, including periods of sharp devaluation, and the Chinese Government was under international pressure to allow this rate to float.

On 21 July 2005, the People's Bank of China reformed the Yuan exchange rate regime by moving to a managed floating exchange rate based on market supply and demand with reference to a basket of currencies. From that date, the Yuan was no longer pegged to the US Dollar.

The People's Bank of China will periodically adjust the Yuan exchange rate band as necessary and, as a consequence, the Yuan exchange will be more flexible than before. Therefore there is a risk that the fluctuations in the Yuan exchange rate may be greater than were previously experienced and any large appreciation or devaluation of the Yuan against the US Dollar could have an adverse effect on the Company's business and operating results.

3.6 Mineral Exploration Business Risks

General Operating Risk

The business may be disrupted by a variety of risks and hazards which are beyond the control of the Company, including environmental hazards, industrial accidents, technical failures, processing deficiencies, labour disputes, unusual or unexpected rock formations, severe

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seismic activity, flooding and extended interruptions due to inclement or hazardous weather conditions, fire, explosions, customs and ports delays.

Development Capital Costs

The capital cost of the Company's future mine development could vary with changes in a variety of factors, including exchange rates which affect imported capital equipment prices, geological and technical conditions encountered during drilling and exploration. A substantial development cost overrun could have a material adverse effect on the Company.

Joint venture partners

Certain of the properties in which the Company has an interest are operated though joint ventures with other mining companies. Any failure of such other companies to meet their obligations to the Company or to third parties could have a material adverse effect on the joint ventures. In addition, the Company may be unable to exert control over strategic decisions made in respect of such properties.

Licences and permits

The operations of the Company require licenses and permits from various governmental authorities. The Company believes that it will hold all necessary licenses and permits under applicable laws and regulations. However, such licenses and permits are subject to change in various circumstances. There can be no guarantee that the Company will be able to obtain or maintain all necessary licenses and permits as are required to explore and develop its properties, commence construction or operation of mining facilities and properties under exploration or development or to maintain continued operations that economically justify the cost.

Exploration

The nature of the Company's business as it relates to exploration is highly speculative due to its involvement in the exploration for minerals. Exploration for minerals involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. There is no assurance that any commercial quantities of ore will be discovered by the Company. The commercial viability of a mineral deposit, if discovered, depends upon a number of factors including the particular attributes of the deposit (principally size and grade), the proximity to infrastructure, the impact of mine development on the environment, environmental regulations imposed by various levels of government and the competitive nature of the industry which causes metal prices to fluctuate substantially over short periods of time. Most of these factors are beyond the control of the Company. Mineral exploration and development are highly speculative and few properties that are explored are ultimately placed into commercial production. Accordingly the Company's exploration development programs (or those of its joint venture partners) may not result in any new economically viable mining operations.

Most of the properties in which the Company will have an interest or the right to acquire an interest, are in the early exploration stage. Development of these mineral properties will only follow upon obtaining satisfactory exploration results.

Substantial expenditures are required to establish reserves through drilling, to develop metallurgical processes to extract the metal from the resources and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralised deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis.

Competition

The mining industry is intensely competitive and the Company (or its joint venture partners) must compete in all aspects of its operations with a number of other corporations which may

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have greater technical operational and/or financial resources. The Company (or its joint venture partners) competes with numerous other companies and individuals in the search for and the acquisition of attractive mineral properties. The Company's ability to acquire properties and potential reserves in the future will depend not only on its ability to develop its present properties, but also on its ability to select and acquire suitable properties or prospects for mineral exploration.

Development

The Company's continuing right to maintain its ownership or joint venture rights in its mineral properties will be dependent upon compliance with applicable laws and with agreements to which it is a party. Failure to make required payments could result in a loss of one or more of the Company's mineral properties. There is no assurance that the Company will be able to obtain and/or maintain all required permits and licences to carry on its operations. Additional expenditures may be required by the Company to maintain its interest in its mineral properties. There can be no assurance that the Company will have the funds, will be able to raise the funds or will be able to comply with the provisions of the agreements relating to its properties which would entitle it to its interests therein and if it fails to do so its interest in its mineral properties may be reduced or be lost.

Native Title and Aboriginal Cultural Heritage

Native title rights, where they may exist, may impact on obtaining grants of exploration and mining tenements, and the carrying out of activities on those tenements.

Processes under the Native Title Act 1993 (Cth) need to be followed in relation to the grant of tenements over land where native title may exist. As a result of such processes, conditions may be imposed on grants of tenements to protect native title, or, very rarely, at the most extreme, grants may be denied.

Native title processes may impact on the grant of any future mining lease or exploration tenement applications over land where native title may exist. The extent of that impact will not be known until the processes are underway.

Environment

The Company's operations and projects are subject to State and Commonwealth laws and regulations regarding environmental matters including the discharge of waste and materials. The Company intends to conduct its operations in an environmentally responsible manner and in accordance with applicable laws. However, there are risks inherent in the Company's activities, such as accidental spills, leakages or other unforeseen circumstances, which could subject the Company to extensive liability.

The Company requires approval from relevant authorities to undertake its prescribed activities. Failure to acquire or maintain such approvals may prevent the Company from undertaking its desired activities. The Company is unable to predict the effect of additional environmental laws and regulations which may be adopted in the future, including whether such laws or regulations would materially increase the Company's cost of doing business or affect its operations in any area.

There can be no assurance that new environmental laws and regulations or stricter enforcement policies, once implemented, would not oblige the Company to incur expenses and investments which could have a material adverse effect on the Company's business, financial condition or operational results.

The cost and complexity of complying with applicable environmental laws and regulations may prevent the Company from being able to develop mineral deposits.

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4. Definitions

In this Offer Document the following terms and abbreviations have the following meanings unless otherwise stated:

Applicant means a person who submits a valid Entitlement and Acceptance Form pursuant to this Offer Document.

Application means an application by way of a completed Entitlement and Acceptance Form to apply for New Shares under this Offer Document.

Application Monies means monies received from Applicants in respect of their Application.

ASTC means ASX Settlement and Transfer Corporation Pty Limited ACN 008 504 532.

ASTC Settlement Rules means the official settlement rules of ASTC.

ASX Listing Rules means the official listing rules of ASX.

ASX means the Australian Securities Exchange operated by ASX Limited ACN 008 624 691.

Australian Financial Services Licence has the meaning ascribed to that term in section 9 of the Corporations Act.

Board means the board of Directors of the Company.

Chairman means the chairman of the Board from time to time.

CHESS means the Clearing House Electronic Subregistry System.

Closing Date means 10 February 2010.

Company means SmartTrans Holdings Limited ACN 009 065 650.

Company Secretary means the company secretary of the Company (see contact details set out in Section 5).

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the members of the Board.

Eligible Shareholder means a Shareholder whose address (as registered on the Company's share register) is in Australia or New Zealand and who acquired Shares prior to the Ex Date and continue to holds such Shares at the Record Date.

Entitlement and Acceptance Form means the form accompanying this Offer Document which sets out the number of New Shares which are the subject of each Entitlement and provides the means for acceptance of all or part of an Entitlement under the Offer.

Entitlement means the number of New Shares to which an Eligible Shareholder is entitled under the Offer.

Ex Date means 7 January 2010.

Existing Shares means Shares already allotted and issued as at the date of the Offer Document.

New Shares means the Shares offered to Eligible Shareholders under this Offer Document.

Offer Document means this Offer Document.

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Offer means the offer of New Shares to Eligible Shareholders under this Offer Document (and, where applicable, includes the Shortfall Offer to both Eligible Shareholders and new investors).

Offer Price means 0.5 cents in respect of the subscription for each New Share under this Offer Document.

Official Quotation means the quotation of securities on the securities market operated by ASX.

Perth Time means the time in Perth, Western Australia.

Record Date means 5.00pm (Perth Time), 13 January 2010.

Section means a section of this Offer Document.

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

Share Register means the register of Shares maintained by the Share Registry.

Share Registry means Computershare Investor Services Pty Ltd.

Shareholder means a holder of Shares.

Shortfall means the number of Shares comprising the difference between the Shares the subject of the Offer and the number of Shares for which valid Entitlement and Acceptance Forms have been received and accepted by the Company by the Closing Date.

Shortfall Offer means the offer of the Shortfall pursuant to this Offer Document as set out in Section 1.10 of this Offer Document.

Sub-Underwriters has the meaning defined in Section 1.2 of this Offer Document.

SmartTrans means SmartTrans Holdings Limited ACN 009 065 650.

Underwritten Amount means $664,000 (or 132,800,000 New Shares).

Underwriter means Dymocks Securities Pty Ltd ACN 077 162 522.

Underwriting Agreement means the underwriting agreement entered into by the Company and the Underwriter, the terms of which are summarised in Section 1.21.

$ means Australian dollars unless otherwise specified.

5. Enquiries

Enquiries in relation to the Offer should be directed to SmartTrans' Director, James Laurie:

Address Telephone Suite 3, First Floor Telephone: +61 8 9228 1199 614 Newcastle Street Facsimile: +61 8 9228 2299 Leederville WA 6007 Postal Address: PO Box 334 Leederville WA 6903

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