PAINCHEK LTD — Capital/Financing Update 2016

Oct 17, 2016

Information Form and Checklist

(ASX Listing)

(ASX Listing)
Name of entity MINQUEST LIMITED to be renamed EPAT TECHNOLOGIES LIMITED	ABN/ARBN/ARSN
MINQUEST LIMITED to be renamed EPAT TECHNOLOGIES LIMITED	21 146 035 127

We (the entity named above) supply the following information and documents to support our application for admission to the official list of ASX Limited (ASX) as an ASX Listing.

Note: the entity warrants in its Appendix 1A ASX Listing Application and Agreement that the information and documents referred to in this Information Form and Checklist are (or will be) true and complete and indemnifies ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from, or connected with, any breach of that warranty.

Any Annexures to this Information Form and Checklist form part of the Information Form and Checklist and are covered by the warranty referred to above.

Terms used in this Information Form and Checklist and in any Annexures have the same meaning as in the ASX Listing Rules.

Part 1 – Key Information

Instructions: please complete each applicable item below. If an item is not applicable, please mark it as “N/A”.

All entities – corporate details[1]

Place of incorporation or establishment	Western Australia
Date of incorporation or establishment	27 August 2010
Legislation under which incorporated or established	Corporations Act 2001
Address of registered office in place of incorporation or establishment	Suite 1 47 Park Road Milton QLD 4064
Main business activity	Development and commercialisation of mobile medical applications that are intended to provide pain assessment for individuals who are unable to communicate with their carers.
Other exchanges on which the entity is listed	Nil
Street address of principal administrative office	Suite 1 47 Park Road Milton QLD 4064
Postal address of principal administrative office	PO Box 1140 Milton QLD 4064
Telephone number of principal administrative office	07 3511 6570

1 If the entity applying for admission to the official list is a stapled structure, please provide these details for each entity comprising the stapled structure.

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E-mail address for investor enquiries	Info@minquest.com.au
Website URL	www.minquest.com.au

All entities – management details[2]

Full name and title of CEO/managing director	Jeremy James Read, Managing Director
Full name and title of chairperson of directors	Frank Terranova, Non-Executive Chairman
Full names of all existing directors	Frank Terranova -Non-Executive Chairman Jeremy James Read -Non-Executive Director Adam Davey – Non-Executive Director Paul Niardone – Non-Executive Director
Full names of any persons proposed to be appointed as additional or replacement directors	John Coulthart Murray (proposed to be appointed as Non-Executive Chairman) Andrew Ross Harricks (proposed to appointed as Non-Executive Director) Philip Anastasia Daffas (proposed to be appointed as Managing Director)
Full name and title of company secretary	Stephen John Kelly, Chief Financial Officer and Company Secretary

All entities – ASX contact details[3]

Full name and title of ASX contact(s)	Stephen John Kelly, Chief Financial Officer and Company Secretary
Business address of ASX contact(s)	Suite1 47 Park Road, Milton QLD 4064
Business phone number of ASX contact(s)	07 3511 6570
Mobile phone number of ASX contact(s)	0415 719 695
Email address of ASX contact(s)	stephen@minquest.com.au

All entities – auditor details[4]

Full name of auditor BDO Audit Pty Ltd

2 If the entity applying for admission to the official list is a trust, enter the management details for the responsible entity of the trust.

3 Under Listing Rule 1.1 Condition 12, a listed entity must appoint a person responsible for communication with ASX. You can appoint more than one person to cater for situations where the primary nominated contact is not available.

4

In certain cases, ASX may require the applicant to provide information about the qualifications and experience of its auditor for release to the market before quotation commences (see Guidance Note 1 section 2.10).

/cont.

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All entities – registry details[5]

Name of securities registry	Boardroom Pty Limited
Address of securities registry	Level 12 225 George Street, SYDNEY NSW 2000
Phone number of securities registry	02 8016 2837
Fax number of securities registry	02 9279 0664
Email address of securities registry	enquiries@boardroomlimited.com.au
Type of subregisters the entity will operate6	CHESS and issuer sponsored sub-register

All entities – key dates

Annual balance date	30 June
Month in which annual meeting is usually held (or intended to be held)7	November
Months in which dividends or distributions are usually paid (or are intended to be paid)	No current intention to pay dividends – refer section 5.8, page 67, of the Offer Document attached as Annexure C.

Trusts – additional details

Name of responsible entity	Not applicable.
Duration of appointment of directors of responsible entity	Not applicable.
Full names of the members of the compliance committee (if any)	Not applicable.

Entities incorporated or established outside Australia – additional details

Name and address of the entity’s Australian agent for service of process	Not applicable.
If the entity has or intends to have a certificated subregister for quoted securities, the location of the Australian subregister	Not applicable.
Address of registered office in Australia (if any)	Not applicable.

5 If the entity has different registries for different classes of securities, please indicate clearly which registry details apply to which class of securities.

6 Example: CHESS and issuer sponsored subregisters (see Guidance Note 1 section 3.16).

7 May not apply to some trusts.

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Entities listed or to be listed on another exchange or exchanges

Name of the other exchange(s) where Not applicable. the entity is or proposes to be listed Is the ASX listing intended to be the Not applicable. entity’s primary or secondary listing

Part 2 – Checklist Confirming Compliance with Admission Requirements

Instructions: please indicate in the “Location/Confirmation” column for each item below and in any Annexures where the information or document referred to in that item is to be found (eg in the case of information, the specific page reference in the Offer Document where that information is located or, in the case of a document, the folder tab number where that document is located). If the item asks for confirmation of a matter, you may simply enter “Confirmed”” in the “Location/Confirmation” column. If an item is not applicable, please mark it as “N/A”.

In this regard, it will greatly assist ASX and speed up its review of the application if the various documents referred to in this Checklist and any Annexures (other than the 25 copies of the applicant’s Offer Document referred to in item 4) are provided in a folder separated by numbered tabs and if the entity’s constitution and copies of all material contracts are provided both in hard copy and in electronic format.

Note that completion of this Checklist and any Annexures is not to be taken to represent that the entity is necessarily in full or substantial compliance with the ASX Listing Rules or that ASX will admit the entity to its official list. Admission to the official list is in ASX’s absolute discretion and ASX may refuse admission without giving any reasons (see Listing Rule 1.19).

A reference in this Checklist and in any Annexures to the “Offer Document” means the listing prospectus, product disclosure statement or information memorandum lodged by the applicant with ASX pursuant to Listing Rule 1.1 Condition 3.

If the applicant lodges a supplementary or replacement prospectus, product disclosure statement or information memorandum with ASX, ASX may require it to update this Checklist and any Annexures by reference to that document.

All entities – key supporting documents

N[o] Item

1. A copy of the entity’s certificate of incorporation, certificate of registration or other evidence of status (including any change of name)

2. A copy of the entity’s constitution (Listing Rule 1.1 Condition 1A)[8]

Location/Confirmation Annexure A Annexure B

1. Either:

2. (a) confirmation that the entity’s constitution includes the provisions of Appendix 15A or Appendix 15B (as applicable); or

3. (b) a completed checklist that the constitution complies with the Listing Rules (Listing Rule 1.1 Condition 2)[9]

The Company’s Constitution complies with the Listing Rules.

1. An electronic version and 25 copies of the Offer Document, as lodged with ASIC (Listing Rule 1.1 Condition 3)

2. If the entity’s corporate governance statement[10] is included in its Offer Document, the page reference where it is included. Otherwise, a copy of the entity’s corporate governance statement (Listing Rule 1.1 Condition 13)

Refer Annexure C for a copy of the Offer Document. 25 printed copies are to be provided separately. Refer Annexure D

8 It will assist ASX if the copy of the constitution is provided both in hard copy and in electronic format.

9 An electronic copy of the checklist is available from the ASX Compliance Downloads page on ASX’s website.

10 The entity’s “corporate governance statement” is the statement disclosing the extent to which the entity will follow, as at the date of its admission to the official list, the recommendations set by the ASX Corporate Governance Council. If the entity does not intend to follow all the recommendations on its admission to the official list, the entity must separately identify each recommendation that will not be followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it intends to adopt in lieu of the recommendation.

/cont.

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• N[o] Item Location/Confirmation 6. If the entity will be included in the S & P All Ordinaries Index on admission to Refer section 13.7 at page 145 of the the official list,[11] where in its Offer Document does it state that it will have an Offer Document attached as Annexure audit committee (Listing Rule 1.1 Condition 13) C.

• 1. If the entity will be included in the S & P / ASX 300 Index on admission to the Not applicable. official list,[12] where in its Offer Document does it state that it will comply with the recommendations set by the ASX Corporate Governance Council in relation to composition and operation of the audit committee (Listing Rule 1.1 Condition 13)
• 1. Original executed agreement with ASX that documents may be given to ASX Refer Annexure E for a copy of the and authenticated electronically (Listing Rule 1.1 Condition 14)[13] document. Original is to be provided separately.
• 1. If the entity’s trading policy is included in its Offer Document, the page Annexure F reference where it is included. Otherwise, a copy of the entity’s trading policy (Listing Rule 1.1 Condition 15)
• 1. If the entity will be included in the S & P / ASX 300 Index on admission to the Not applicable official list,[14] where in its Offer Document does it state that it will have a remuneration committee comprised solely of non-executive directors (Listing Rule 1.1 Condition 16)
• 1. For each director or proposed director,[15] a list of the countries in which they Frank Terranova – Australia have resided over the past 10 years (Listing Rule 1.1 Condition 17 and Jeremy Read – Australia Guidance Note 1 section 3.15)[16] Adam Davey - Australia Paul Niardone – Australia John Murray – Australia Ross Harricks – Australia Philip Daffas – Australia
• 1. For each director or proposed director who is or has in the past 10 years Refer Annexure G for relevant been a resident of Australia, an original or certified true copy of a national documents for Messrs Murray, Harricks criminal history check obtained from the Australian Federal Police, a State or and Daffas. Territory police service or a broker accredited by CrimTrac which is not more than 12 months old (Listing Rule 1.1 Condition 17 and Guidance Note 1 Documents are not provided for Messrs section 3.15) Terranova, Read, Davey and Niardone as they are Directors of the existing ASX Listed Entity.
• 1. For each director or proposed director who is or has in the past 10 years Not applicable. been a resident of a country other than Australia, an original or certified true copy of an equivalent national criminal history check to that mentioned in item 12 above for each country in which the director has resided over the past 10 years (in English or together with a certified English translation) which is not more than 12 months old or, if such a check is not available in any such country, a statutory declaration from the director confirming that fact and that he or she has not been convicted in that country of: (a) any criminal offence involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of director’s duties; or

11 If the entity is unsure whether they will be included in the S & P All Ordinaries Index on admission to the official list, they should contact ASX or S & P.

12 If the entity is unsure whether they will be included in the S & P / ASX 300 Index on admission to the official list, they should contact ASX or S & P.

13 An electronic copy of the ASX Online Agreement is available from the ASX Compliance Downloads page on ASX’s website.

14 If the entity is unsure whether they will be included in the S & P / ASX 300 Index on admission to the official list, they should contact ASX or S & P.

15 If the entity applying for admission to the official list is a trust, references in items 11, 12, 13, 14 and 15 to a director or proposed director mean a director or proposed director of the responsible entity of the trust.

16 The information referred to in items 11, 12, 13, 14 and 15 is required so that ASX can be satisfied that the director or proposed director is of good fame and character under Listing Rule 1 Condition 17.

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NoItem (b) any other criminal offence which at the time carried a maximum term of imprisonment of five years or more (regardless of the period, if any, for which he or she was sentenced), or, if that is not the case, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 17 and Guidance Note 1 section 3.15) 14. For each director or proposed director who is or has in the past 10 years been a resident of Australia, an original or certified true copy of a search of the Australian Financial Security Authority National Personal Insolvency Index which is not more than 12 months old (Listing Rule 1.1 Condition 17 and Guidance Note 1 section 3.15) 15. For each director or proposed director who is or has in the past 10 years been a resident of a country other than Australia, an original or certified true copy of an equivalent national bankruptcy check to that mentioned in item 14 above for each country in which the director has resided over the past 10 years (in English or together with a certified English translation) which is not more than 12 months old or if such a check is not available in any such country, a statutory declaration from the director confirming that fact and that he or she has not been declared a bankrupt or been an insolvent under administration in that country or, if that is not the case, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 17 and Guidance Note 1 section 3.15) 16. A statutory declaration from each director or proposed director confirming that: (a) the director has not been the subject of any criminal or civil penalty proceedings or other enforcement action by any government agency in which he or she was found to have engaged in behaviour involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty; (b) the director has not been refused membership of, or had their membership suspended or cancelled by, any professional body on the ground that he or she has engaged in behaviour involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty; (c) the director has not been the subject of any disciplinary action (including any censure, monetary penalty or banning order) by a securities exchange or other authority responsible for regulating securities markets for failure to comply with his or her obligations as a director of a listed entity; (d) no listed entity of which he or she was a director (or, in the case of a listed trust, in respect of which he or she was a director of the responsible entity) at the time of the relevant conduct has been the subject of any disciplinary action (including any censure, monetary penalty, suspension of trading or termination of listing) by a securities exchange or other authority responsible for regulating securities markets for failure to comply with its obligations under the Listing Rules applicable to that entity; and (e) the director is not aware of any pending or threatened investigation or enquiry by a government agency, professional body, securities exchange or other authority responsible for regulating securities markets that could lead to proceedings or action of the type described in (a), (b), (c) or (d) above, or, if the director is not able to give such confirmation, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 17 and Guidance Note 1 section 3.15) 17. A specimen certificate/holding statement for each class of securities to be quoted or a specimen holding statement for CDIs (as applicable)	Location/Confirmation
	Refer Annexure H for relevant documents for Messrs Murray, Harricks and Daffas.
	Not applicable
	Refer Annexure I for relevant documents for Messrs Murray, Harricks and Daffas.
	Refer Annuexure J.

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N[o] Item

1. Payment for the initial listing fee.[17]

Location/Confirmation

Initial listing fee paid on 25 August 2016. Refer Annexure K for copy of bank transfer advice.

All entities – capital structure

1. Where in the Offer Document is there a table showing the existing and proposed capital structure of the entity, broken down as follows: (a) the number and class of each equity security and each debt security currently on issue; and

(b) the number and class of each equity security and each debt security proposed to be issued between the date of this application and the date the entity is admitted to the official list; and

Refer Section 11.8 at page 127 of the Offer Document attached as Annexure C.

• (c) the resulting total number of each class of equity security and debt security proposed to be on issue at the date the entity is admitted to the official list; and

• (d) the number and class of each equity security proposed to be issued following admission in accordance with material contracts or agreements?

• Note: This applies whether the securities are quoted or not. If the entity is proposing to issue a minimum, maximum or oversubscription number of securities, the table should be presented to disclose each scenario.

20. For each class of securities referred to in the table mentioned in item 19, where in the Offer Document does it disclose the terms applicable to those securities? Note: This applies whether the securities are quoted or not. For equity securities (other than options to acquire unissued securities or convertible debt securities), this should state whether they are fully paid or partly paid; if they are partly paid, the amount paid up and the amount owing per security; voting rights; rights to dividends or distributions; and conversion terms (if applicable). For options to acquire unissued securities, this should state the number outstanding, exercise prices and expiry dates. For debt securities or convertible debt securities, this should state their nominal or face value; rate of interest; dates of payment of interest; date and terms of redemption; and conversion terms (if applicable). 21. If the entity has granted, or proposes to grant, any rights to any person, or to any class of persons (other than through the holding of securities referred to in the table mentioned in item 19), to participate in an issue of the entity’s securities, where in the Offer Document are details of those rights set out? 22. Details of all issues of securities (in all classes) in the last 5 years and the consideration received by the entity for such issues 23. A copy of every prospectus, product disclosure statement or information memorandum issued by the entity in connection with any issue of securities (in all classes) in the last 5 years 24. A copy of any court order in relation to a reorganisation of the entity’s capital in the last 5 years	Refer Section 11.8 at page 128 of the Offer Document attached as Annexure C.
	Not applicable.
	Annexure L
	Refer Annexure M for Prospectus issued 14 February 2012 and Entitlement Issue Prospectus issued 19 August 2014.
	Not applicable.

17 See Guidance Notes 15 and 15A for the fees payable on the application. You can also use the ASX online equity listing fees calculator: http://www.asx.com.au/professionals/cost-listing.htm. Payment should be made either by cheque made payable to ASX Operations Pty Ltd or by electronic funds transfer to the following account:

Bank: National Australia Bank Account Name: ASX Operations Pty Ltd BSB: 082 057 A/C: 494728375 Swift Code (Overseas Customers): NATAAU3202S

If payment is made by electronic funds transfer, please email your remittance advice to ar@asx.com.au or fax it to (612) 9227-0553, describing the payment as the “initial listing fee” and including the name of the entity applying for admission, the ASX home branch where the entity has lodged its application (ie Sydney, Melbourne or Perth) and the amount paid.

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NoItem 25. Where in the Offer Document does it confirm that the issue/sale price of all securities for which the entity seeks quotation is at least 20 cents in cash (Listing Rule 2.1 Condition 2)? 26. If the entity has or proposes to have any options on issue, where in the Offer Document does it confirm that the exercise price for each underlying security is at least 20 cents in cash (Listing Rule 1.1 Condition 11)? 27. If the entity has any partly paid securities and it is not a no liability company, where in the Offer Document does it disclose the entity’s call program, including the date and amount of each proposed call and whether it allows for any extension for payment of a call (Listing Rule 2.1 Condition 4)? 28. If the entity’s free float at the time of listing is less than 10%, where in the Offer Document does it outline the entity’s plans to increase that percentage to at least 10% and the timeframe over which it intends to do that (Guidance Note 1 sections 3.1 and 3.3)? 29. If the entity has or proposes to have any debt securities or convertible debt securities on issue, a copy of any trust deed applicable to those securities 30. Is the entity is proposing to offer any securities by way of a bookbuild? If so, please enter “Confirmed” in the column to the right to indicate that the entity is aware of the disclosure requirements for bookbuilds in the Annexure to Guidance Note 1	Location/Confirmation
	Refer Section 13.18, page 147, of the Offer Document attached as Annexure C. A copy of the ASX waiver referred to in Section 13.18 is attached as Annexure N.
	Refer Section 13.18, page 147 , of the Offer Document attached as Annexure C. A copy of the ASX waiver referred to in Section 13.18 is attached as Annexure N.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

All entities – other information and documents

31. Where in the Offer Document is there a description of the history of the entity? 32. Where in the Offer Document is there a description of the entity’s existing and proposed activities and level of operations? 33. Where in the Offer Document is there a description of the key features of the entity’s business model (ie how it makes or intends to make a return for investors or otherwise achieve its objectives)? 34. Where in the Offer Document is there a description of the material business risks the entity faces? 35. If the entity has any child entities, where in the Offer Document is there a list of all child entities stating, in each case, the name, the nature of its business and the entity’s percentage holding in it?	Section 3.17, page 38, of the Offer Document attached as Annexure C.
	Section 3.17, page 38, of the Offer Document attached as Annexure C describes the existing activities of the Company. Sections 3.1 to 3.16, pages 31 to 38, of the Offer Document attached as Annexure C described the proposed future activities of the Company.
	Sections 3.1 to 3.16, pages 31 to 38, of the Offer Document attached as Annexure C.
	Section 6 at page 71 of the Offer Document attached as Annexure C.
	Section 3.17, page 38, of the Offer Document attached as Annexure C.

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N[o] Item

Location/Confirmation

1. If the entity has any investments in associated entities for which it will apply equity accounting, where in the Offer Document is there a list of all associated entities stating, in each case, the name, the nature of its business and the entity’s percentage holding in it?

2. Where in the Offer Document is there a description of the entity’s proposed dividend/distribution policy?

Not applicable. Section 5.8, page 70 of the Offer Document attached as Annexure C.

1. Does the entity have or propose to have a dividend or distribution reinvestment plan?

2. If so, where are the existence and main terms of the plan disclosed in the Offer Document?

No.

A copy of the terms of the plan

Not applicable.

1. Does the entity have or propose to have an employee incentive scheme?

2. If so, where are the existence and main terms of the scheme disclosed in the Offer Document?

Where in the Offer Document is there a statement as to whether directors[18] are entitled to participate in the scheme and, if they are, the extent to which they currently participate or are proposed to participate?

A copy of the terms of the scheme

Yes. Refer Section 11.8, page 128 of the Offer Document attached as Annexure C. Refer Section 11.8, page 128, of the Offer Document attached as Annexure C. Refer Annexure O.

1. Has the entity entered into any material contracts (including any underwriting agreement relating to the securities to be quoted on ASX)?[19]

If so, where are the existence and main terms of those material contracts Refer Section 12, page 134 of the Offer disclosed in the Offer Document? Document attached as Annexure C. Copies of all of the material contracts referred to in the Offer Document Refer Annexure P. If the following information is included in the Offer Document, the page Section 10.5, page 121, of the Offer reference where it is included. Otherwise, either a summary of the material Document attached as Annexure C terms of, or a copy of, any employment, service or consultancy agreement provides a summary of the proposed the entity or a child entity has entered into with: remuneration for the Company’s (a) its chief executive officer (or equivalent) directors. (b) any of its directors or proposed directors; or (c) any other person or entity who is a related party of the persons referred The terms of the proposed Managing to in (a) or (b) above (Listing Rule 3.16.4). Directors’ Executive Services Note: if the entity applying for admission to the official list is a trust, references to a chief Agreement are disclosed in Section executive officer, director or proposed director mean a chief executive officer, director or 12.9, page 137, of the Offer Document proposed director of the responsible entity of the trust. However, the entity need not provide a attached and Annexure C. summary of the material terms of, or a copy of, any employment, service or consultancy agreement the responsible entity or a related entity has entered into with any of the persons referred to in (a), (b) or (c) above if the costs associated with the agreement are borne by the responsible entity or the related entity from out of its own funds rather than from out of the trust.

1. If the following information is included in the Offer Document, the page reference where it is included. Otherwise, either a summary of the material terms of, or a copy of, any employment, service or consultancy agreement the entity or a child entity has entered into with:

2. Please enter “Confirmed” in the column to the right to indicate that the material contracts summarised in the Offer Document include, in addition to those mentioned in item 41, any other material contract(s) the entity or a child entity has entered into with:

Confirmed.

18 If the entity applying for admission to the official list is a trust, references to a director mean a director of the responsible entity of the trust.

19 It will assist ASX if the material contracts are provided both in hard copy and in electronic format.

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• N[o] Item Location/Confirmation (a) its chief executive officer (or equivalent) (b) any of its directors or proposed directors; or (c) any other person or entity who is a related party of the persons referred to in (a) or (b) above

• 1. Please enter “Confirmed” in the column to the right to indicate that all Confirmed information that a reasonable person would expect to have a material effect on the price or value of the securities to be quoted is included in or provided with this Information Form and Checklist
• 1. A copy of the entity’s most recent annual report Refer Annexure Q.

• A copy of the entity’s most recent annual report Entities that are trusts

• Evidence that the entity is a registered managed investment scheme (Listing Not applicable. Rule 1.1 Condition 5)

• Please enter “Confirmed” in the column to the right to indicate that the Not applicable. responsible entity is not under an obligation to allow a security holder to withdraw from the trust (Listing Rule 1.1 Condition 5)

Entities applying under the profit test (Listing Rule 1.2) 47. Evidence that the entity is a going concern or the successor of a going Not applicable. concern (Listing Rule 1.2.1)

1. Evidence that the entity has been in the same main business activity for the Not applicable. last 3 full financial years (Listing Rule 1.2.2)

2. Audited accounts for the last 3 full financial years and audit reports (Listing Not applicable. Rule 1.2.3(a))

3. If last financial year ended more than 8 months before the date of this Not applicable. application, accounts for the last half year (or longer period if available) and audit report or review (Listing Rule 1.2.3(b))

4. A pro forma statement of financial position and review (Listing Not applicable. Rule 1.2.3(c))[20]

5. Evidence that the entity’s aggregated profit from continuing operations for Not applicable. the last 3 full financial years has been at least $1 million (Listing Rule 1.2.4)

6. Evidence that the entity’s profit from continuing operations in the past Not applicable. 12 months to a date no more than 2 months before the date of this application has exceeded $400,000 (Listing Rule 1.2.5)

7. A statement from all directors[21] confirming that they have made enquiries Not applicable. and nothing has come to their attention to suggest that the entity is not continuing to earn profit from continuing operations up to the date of the application (Listing Rule 1.2.5A)

20 Note: the review must be conducted by a registered company auditor (or if the entity is a foreign entity, an overseas equivalent of a registered company auditor) or independent accountant.

21 If the entity applying for admission to the official list is a trust, the statement should come from all directors of the responsible entity of the trust.

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Location/Confirmation

N[o] Item

Entities applying under the assets test (Listing Rule 1.3)

55. Evidence that the entity: (a) has, if the entity that is not an investment entity, net tangible assets of at least $3 million (after deducting the costs of fund raising) or a market capitalisation of at least $10 million; or (b) has, if the entity that is an investment entity other than pooled development fund, net tangible assets of at least $15 million; or (c) is a pooled development fund with net tangible assets of at least $2 million (Listing Rule 1.3.1 and 1.3.1A) 56. Evidence that: (a) at least half of the entity’s total tangible assets (after raising any funds) is not cash or in a form readily convertible to cash;22or (b) there are commitments to spend at least half of the entity’s cash and assets in a form readily convertible to cash (Listing Rule 1.3.2) 57. Is there a statement in the Offer Document that there is enough working capital to carry out the entity’s stated objectives. If so, where is it? If not, attach a statement by an independent expert confirming that the entity has enough working capital to carry out its stated objectives (Listing Rule 1.3.3(a)) 58. Evidence that the entity’s working capital is at least $1.5 million or, if it is not, that it would be at least $1.5 million if the entity’s budgeted revenue for the first full financial year that ends after listing was included in the working capital (Listing Rule 1.3.3(b))23 59. Accounts for the last 3 full financial years (or shorter period if ASX agrees) and the audit report or review or a statement that the accounts are not audited or not reviewed (Listing Rule 1.3.5(a) first bullet point) 60. If last financial year ended more than 8 months before the date of this application, accounts for the last half year (or longer period if available) and the audit report or review or a statement that the half year accounts not audited or not reviewed (Listing Rule 1.3.5(a) second bullet point) 61. A pro forma statement of financial position and review (Listing Rule 1.3.5(c))24 Entities with restricted securities 62. A statement setting out a list of any person (either on their own or together with associates) who has held a relevant interest in at least 10% of the	Refer Section 5.4.2, page 50 of the Offer Document attached as Annexure C.
	Refer Section 11.7, page 125 of the Offer Document attached as Annexure C.
	Refer Section 11.7, page 126 of the Offer Document attached as Annexure C.
	Refer Section 5.4.2, page 50 of the Offer Document attached as Annexure C.
	Refer Annexure R.
	Refer Annexure S.
	Refer Section 5.4.2, page 50 of the Offer Document attached as Annexure C for a Statement of Financial Position. Refer Section 9 of the Offer Document attached as Annexure C for the InvestigatingAccountants’ Report.
	Refer Annexure T

22 In deciding if an entity’s total tangible assets are in a form readily convertible to cash, ASX would normally not treat inventories or receivables as readily convertible to cash.

23 For mining exploration entities and oil and gas exploration entities, the amount must be available after allowing for the first full financial year’s budgeted administration costs and the cost of acquiring plant, equipment, mining tenements and/or petroleum tenements. The cost of acquiring mining tenements and/or petroleum tenements includes the cost of acquiring and exercising an option over them.

24 Note: the review must be conducted by a registered company auditor (or if the entity is a foreign entity, an overseas equivalent of a registered company auditor) or independent accountant.

/cont.

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N[o] Item

Location/Confirmation

• entity’s voting securities at any time in the 12 months before the date of this application

• A completed ASX Restricted Securities Table[25]

• Copies of all restriction agreements (Appendix 9A) entered into in relation to restricted securities[26]

• Copies of all undertakings issued by any bank, recognised trustee or the provider of registry services to the entity in relation to such restriction agreements

Refer Annexure U. To be provided. Not applicable.

Entities (other than mining exploration entities and oil and gas exploration entities) with classified assets[27]

1. Within the 2 years preceding the date of the entity’s application for admission to the official list, has the entity acquired, or entered into an agreement to acquire, a classified asset?

If so, where in the Offer Document does it disclose:

Not applicable.

• the date of the acquisition or agreement;

• full details of the classified asset, including any title particulars;

• the name of the vendor;

• if the vendor was not the beneficial owner of the classified asset at the date of the acquisition or agreement, the name of the beneficial owner(s);

• details of the relationship between the vendor (or, if the vendor was not the beneficial owner of the tenement at the date of the acquisition or agreement, between the beneficial owner(s)) and the entity or any related party or promoter of the entity; and

• details of the purchase price paid or payable and all other consideration (whether legally enforceable or not) passing directly or indirectly to the vendor.

Is the vendor (or, if the vendor was not the beneficial owner of the classified Not applicable. asset at the date of the acquisition or agreement, is any of the beneficial owner(s)) a related party or promoter of the entity?

If so, please enter “Confirmed” in the column to the right to indicate that the consideration paid by the entity for the classified asset was solely restricted securities, save to the extent it involved the reimbursement of expenditure incurred in developing the classified asset[28] or the entity was not required to apply the restrictions in Appendix 9B under Listing Rule 9.1.3 (Listing Rule 1.1 Condition 10)

25 An electronic copy of the ASX Restricted Securities Table is available from the ASX Compliance Downloads page on ASX’s website.

• 26 Note: ASX will advise which restricted securities are required to be escrowed under Listing Rule 9.1.3 as part of the admission and quotation decision. If properly completed restriction agreements and related undertakings have not been provided for all such securities advised by ASX, that will need to be rectified prior to admission occurring and quotation commencing.

• 27 A “classified asset” is defined in Listing Rule 19.12 as:

• (a) an interest in a mining exploration area or oil and gas exploration area or similar tenement or interest;

• (b) an interest in intangible property that is substantially speculative or unproven, or has not been profitably exploited for at least three years, and which entitles the entity to develop, manufacture, market or distribute the property;

• (c) an interest in an asset which, in ASX’s opinion, cannot readily be valued; or

• (d) an interest in an entity the substantial proportion of whose assets (held directly, or through a controlled entity) is property of the type referred to in paragraphs (a), (b) and (c) above.

28 ASX may require evidence to support expenditure claims.

/cont.

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N[o] Item

Please also provide a copy of the agreement(s) relating to the acquisition entered into by the entity and any expert’s report or valuation obtained by the entity in relation to the acquisition

Location/Confirmation Not applicable.

Mining entities

1. A completed Appendix 1A Information Form and Checklist Annexure I (Mining Entities)[29]

Not applicable.

Oil and gas entities

1. A completed Appendix 1A Information Form and Checklist Annexure II (Oil and Gas Entities)[30]

Not applicable.

Entities incorporated or established outside of Australia

1. A completed Appendix 1A Information Form and Checklist Annexure III (Foreign Entities)[31]

Not applicable.

Externally managed entities

1. A completed Appendix 1A Information Form and Checklist Annexure IV (Externally Managed Entities)[32]

Not applicable.

Stapled entities

1. A completed Appendix 1A Information Form and Checklist Annexure V (Stapled Entities)[33]

Not applicable.

Further documents to be provided before admission to the official list

Please note that in addition to the information and documents mentioned above, all entities will be required to provide the following before their admission to the official list and the quotation of their securities commences:

• A statement setting out the names of the 20 largest holders in each class of securities to be quoted, and the number and percentage of each class of securities held by those holders;

• A distribution schedule of each class of equity securities to be quoted, setting out the number of holders in the categories:

• 1 - 1,000

• 1,001 - 5,000

• 5,001 - 10,000

• 10,001 - 100,000

• 100,001 and over

• The number of holders of a parcel of securities (excluding restricted securities) with a value of more than $2,000, based on the issue/sale price;

• Any outstanding restriction agreements (Appendix 9A) and related undertakings;[34] and

• Any other information that ASX may require under Listing Rule 1.17.[35]

• 29 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.

30 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.

31 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.

32 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.

33 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.

34 See note 26 above.

35 Among other things, this may include evidence to verify that an entity has met Listing Rule 1 Condition 7 and achieved minimum spread without using artificial means (see Guidance Note 1 section 3.6).

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