POINTERRA LIMITED — Capital/Financing Update 2010

Mar 7, 2010

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Soil Sub Technologies Limited

(Subject to Deed of Company Arrangement)

ACN 078 388 155

PROSPECTUS

For the offer of:

1. 250,000,000 Shares at an issue price of $0.01 per Share to raise $2,500,000 (Public Offer).

2. 73,500,000 Shares to the Proponent and third parties nominated by the Proponent at an issue price of $0.001 per Share to raise $73,500 (Proponent Offer).

3. 26,500,000 Shares to the Directors at an issue price of $0.001 per Share to raise $26,500 (Director Offer).

THE OFFERS ARE NOT UNDERWRITTEN

THE OFFERS ARE SUBJECT TO CONDITIONS

The Offers are conditional upon certain events occurring. Please refer to Section 3 of this Prospectus for further details.

IMPORTANT NOTICE

This is an important document and investors should read the document in its entirety and are advised to consult with their professional advisers before deciding whether to apply for securities pursuant to this Prospectus.

Any investment in the Company under this Prospectus should be considered speculative in nature and prospective investors should be aware that they may lose some or all of their investment.

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TABLE OF CONTENTS

IMPORTANT INFORMATION	3
CORPORATE DIRECTORY	4
LETTER FROM THE DIRECTORS	6
KEY DATES AND CAPITAL STRUCTURE	7
SECTION 1 DETAILS OF THE OFFERS	8
SECTION 2 CONDITIONS OF THE OFFERS	15
SECTION 3 BACKGROUND AND COMPANY OVERVIEW	16
SECTION 4 FINANCIAL POSITION	20
SECTION 5 MATERIAL CONTRACTS	34
SECTION 6 EXPERTS REPORT	37
SECTION 7 RISK FACTORS	41
SECTION 8 ADDITIONAL INFORMATION	44
SECTION 9 DIRECTORS’ AUTHORISATION	52
SECTION 10 DEFINITIONS	53
SECTION 11 APPLICATION FORMS	56

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IMPORTANT INFORMATION

This Prospectus is dated 8[th] March 2010 and was lodged with ASIC on that date. ASIC, ASX and their respective officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Shares will be issued pursuant to this Prospectus later than 13 months after the date of this Prospectus.

Persons wishing to apply for Shares pursuant to the Offers must do so using the relevant Application Form attached to or accompanying this Prospectus. Before deciding to invest in the Company potential investors should carefully read the entire Prospectus and, in particular, in considering the prospects of the Company, investors should consider the risk factors that could affect the financial performance of the Company. Investors should carefully consider these factors in light of their own personal circumstances (including financial and taxation issues).

Administrators – No Responsibility for contents of this Prospectus

The Administrators have not been involved in the preparation of this Prospectus and have taken no part in the preparation of any documents and express no opinion regarding the Recapitalisation Proposal. To the maximum extent permitted by law, no representation, warranty or undertaking, express or implied, is made and, to the maximum extent permitted by law, no responsibility or liability is accepted by the Administrators as to the adequacy, accuracy, completeness or reasonableness of this Prospectus. To the maximum extent permitted by law, no responsibility for any errors or omissions from this Prospectus whether arising out of negligence or otherwise is accepted.

Refer to Section 1.13 and Section 7 of this Prospectus for details relating to risk factors. Investors should seek professional advice from an accountant, stockbroker, lawyer or other professional advisor before deciding to invest.

Any investment in the Company under this Prospectus should be considered speculative in nature and prospective investors should be aware that they may lose some or all of their investment. Applicants should read this document in its entirety. A copy of this Prospectus may be obtained free of charge from the Company.

No person is authorised to give any information or to make any representation in relation to the Offers described in this Prospectus that is not contained in this Prospectus. Any information or representation not so contained may not be relied upon as having been authorised by the Company or the Directors in relation to the Offers.

The offer of Shares made pursuant to this Prospectus is not made to persons or places to which, or in which, it would not be lawful to make such an offer of securities. No action has been taken to register the Offers or otherwise permit the Offers to be made in any jurisdiction outside Australia. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws.

This Prospectus will also be issued as an electronic prospectus. A copy of this Prospectus can be downloaded from the website of the Company at www.soilsub.com Any person accessing the electronic version of this Prospectus for the purposes of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person any of the Application Forms in connection with the Offers unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company.

A number of terms and abbreviations used in this Prospectus have defined meanings which appear in Section 9 of this Prospectus.

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Exposure Period

In accordance with Chapter 6D of the Corporations Act, this Prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to enable the Prospectus to be examined by market participants prior to the raising of the funds, which examination may result in the identification of deficiencies in this Prospectus. If this Prospectus is found to be deficient, Applications received during the Exposure Period will be dealt with in accordance with section 724 of the Corporations Act. Applications received during the Exposure Period will not be processed until the expiry of the Exposure Period. No preference will be conferred upon Applications received in the Exposure Period.

Risks

As with any share investment, there are risks associated with investing in the Company. The principal risks that could affect the performance of the Company are detailed in Section 7 of this Prospectus. The Shares on offer under this Prospectus should be considered speculative. Accordingly, before deciding to invest in the Company, Applicants should read this Prospectus in its entirety and should consider all factors in light of their individual circumstances and seek appropriate professional advice. Investors may lose some or all of the investment.

Specific risks that investors should consider include the following:

• On completion of the Offers the Company will have a significant cash reserve. The Directors intend to continue development of the existing NutriMix® business within Australia. The Directors will also investigate new investment opportunities. Significant risks exist in relation to the Directors’ ability to identify suitable opportunities and then successfully exploit those opportunities.

• The Company has incurred significant losses in the past resulting in it being placed into Administration. It is not possible to evaluate the Company’s future prospects based on past performance. This past performance should not impact the future opportunities for the Company. However the Company does expect to make losses in the immediate future as it develops the NutriMix® business and considers other investment opportunities. Factors that will determine the Company’s future profitability are its ability to identify and successfully acquire new investment opportunities, to manage its costs, to execute its development and growth strategies and to be aware of, and manage the Company through, the actions of competitors and regulatory developments. As a result, the extent of future profits, if any, and the time required to achieve sustainable profitability, is uncertain. In addition, the level of any such future profitability cannot be predicted and may vary significantly from period to period.

• The Company may require further funding in the future and there can be no assurance that further funding will be available on satisfactory terms or at all. Any inability to obtain funding will adversely affect the business and financial condition of the Company and, consequently, its performance.

• The Company was suspended from the official list of ASX on 2 March 2009 and was subsequently placed in administration on 1 April 2009. The Company did not comply with its financial reporting obligations immediately prior to, and during the period of, its administration. It has recently lodged the half-year financial reports for 31 December 2008 and 31 December 2009, but has not lodged the full-year financial report for the year ending 30 June 2009, for which the Company has received a waiver from ASIC. Technically, this failure to lodge the financial reports means that the Company is in breach of its financial reporting requirements under Chapter 2M of the Corporations Act. Shareholders should be aware that this breach may attract liability and/or affect the Company’s operations going forward and may affect the Company’s ability to be reinstated to ASX. The Company has made an application to ASIC for a no action letter in respect of these reporting requirements, which ASIC has granted.

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CORPORATE DIRECTORY

DIRECTORS

Mr. Guy Le Page (Executive Chairman) Mr.Simon Mitchell (Non - Executive Director) Mr.Keong Chan (Non - Executive Director)

COMPANY SECRETARY

Mr. Keong Chan

REGISTERED OFFICE

C/- Hall Chadwick Hall Chadwick Level 19, 144 Edward Street, Brisbane, Queensland. 4000. Telephone: (07) 3211 1250 Facsimile: (07) 3211 1249

SHARE REGISTRY

Computershare Investor Services Pty Limited Level2, 45 St Georges Terrace Perth, WA. 6000. Telephone: 08 9323 2000 Facsimile: 08 9323 2033

CORPORATE ADVISOR

Trident Capital Pty Ltd Level 24 44 St Georges Terrace Perth WA 6000 Telephone: (08) 9221 7908 Facsimile: (08) 9218 8875

SOLICITORS

Price Sierakowski Corporate Level 24 44 St Georges Terrace Perth WA 6000 Telephone: (08) 9221 6733 Facsimile: (08) 9221 6744

INVESTIGATING ACCOUNTANT

Bentleys Audit & Corporate Pty Ltd Level1, 12 Kings Park Road West Perth, WA. 6055 Telephone: (08) 9226 4500 Facsimile: (08) 9226 4300

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LETTER FROM THE DIRECTORS

March 8, 2010.

Dear Investor,

INVESTMENT IN THE COMPANY

On behalf of the Directors of Soil Sub Technologies Limited (“Company”), I am pleased to present this Prospectus to you.

The Company held a General Meeting on 25 February 2010, whereby Shareholders overwhelmingly approved a number of resolutions to give effect to the Recapitalisation Proposal. The Recapitalisation Proposal will restructure the Company’s issued capital, terminate the current Deed of Company Arrangement and provide new working capital and a new direction for the Company.

The Offers pursuant to this Prospectus are subject to various conditions, summarised in Section 2.

This Prospectus seeks to raise $2.6 million. These funds will be used to pay various costs and payments associated with the Recapitalisation Proposal, to provide working capital to further develop the Company’s core business of manufacturing and marketing its NutriMix® product and to assist with the investigation of new investment opportunities.

Further information regarding the Company’s business and the Recapitalisation Proposal is contained in Section 3 of this Prospectus.

Details about the risks of an investment of this type are contained in Sections 1.13 and 7 of this Prospectus. Investors should obtain professional investment advice before deciding to invest. Please read this document carefully before making your investment decision.

It is recommended that you consider the terms of the Offers contained in this Prospectus. In doing so if you then choose to invest in the Company I welcome you as a security holder of the Company.

Yours faithfully

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Mr Guy Le Page Executive Chairman On behalf of the Directors

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KEY DATES AND CAPITAL STRUCTURE

The dates shown in the table below are indicative only and may vary. The Company reserves the right to vary the Opening Date and the Closing Date without prior notice, which may have a consequential effect on the other dates. Applicants are therefore encouraged to lodge their Application Form as soon as possible after the Offers open. The Company also reserves the right not to continue with the Offers at any time before the allotment of Shares to successful Applicants.

Indicative Timetable
General Meetingapprovingthe Recapitalisation Proposal	25 February2010
Lodgment of this Replacement Prospectus with ASIC	8 March 2010
OpeningDate of Offers	9 March 2010
ClosingDate of Offers	19 March 2010
Dispatch of Statements of Shareholding*	24 March 2010

• The allotment of New Shares and dispatch of holdings statements will occur as soon as practicable after the Offers become unconditional. Refer to Section 2 for further details.

Capital Structure
Shares
Number of ExistingShares on issue	89,564,434
Number of Shares on issue following Share consolidation	17,912,887
New Shares issuedpursuant to this Prospectus	350,000,000
Total Shares on issue at completion of the Offers	367,912,887

See Section 1.7* for details

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SECTION 1 DETAILS OF THE OFFERS

1.1 THE OFFERS

The Offers are being made to give effect to the Recapitalisation Proposal.

The Offers are:

• A. 250,000,000 Shares at an issue price of $0.01 per Share to raise $2,500,000 before expenses of the Offers (Public Offer).

If you wish to subscribe for Shares under the Public Offer, please complete the PUBLIC OFFER APPLICATION FORM.

• B. 73,500,000 Shares to the Proponent and third parties nominated by the Proponent at an issue price of $0.001 per Share to raise $73,500 (Proponent Offer). The Proponent proposed and entered into the Reconstruction Deed with the Company and the Administrators with the approval of the Creditors. The Administrators and the Company entered into the Deed of Company Arrangement to recapitalise the Company in accordance with the Reconstruction Deed. The Reconstruction Deed and the Deed of Company Arrangement are summarised in Section 5 .

If you are nominated by the Proponent and you wish to subscribe for Shares under the Proponent Offer, please complete the PROPONENT OFFER APPLICATION FORM.

If you have not been nominated by the Proponent please do not fill out and apply for shares under the PROPONENT OFFER APPLICATION FORM.

C. 26,500,00 Shares to the Directors at an issue price of $0.001 per Share to raise $26,500 (Director Offer).

Shares offered under the Director Offer are not open or available to third parties.

The Shares to be issued pursuant to this Prospectus are of the same class and will rank equally in all respects with the Existing Shares in the Company following the proposed share consolidation on 11 March 2010 on a 1 for 5 basis. The rights attaching to the Shares are further described in Section 8.2 of this Prospectus.

Applications under the Proponent Offer and the Public Offer must be for a minimum of 200,000 Shares and thereafter in multiples of 100,000, and can only be made by completing the relevant Application Form attached to or accompanying this Prospectus. No brokerage, stamp duty or other costs are payable by applicants in respect of an Application for Shares under this Prospectus.

The Directors reserve the right to reject any Application or to allocate any Applicant fewer Shares than the number applied for.

A total of 350,000,000 Shares will be issued under the Offers. Applications for Shares must be made on the relevant Application Form contained in Section 11 of this Prospectus and received by the Company on or before the Closing Date.

1.2 CONDITIONAL OFFER

The Offers under this Prospectus are conditional upon a number of events occurring, including:

• Minimum Subscription under the Offers being achieved;

• the satisfaction of certain requirements of ASX for the Company to be reinstated to ASX;

• the Company’s Existing Shares to be re-quoted on the Official List and the New Shares to be admitted

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to quotation; and

• all of the conditions of the Reconstruction Deed and the DOCA being satisfied as summarised in Section 5 .

A detailed description of these conditions is set out in Section 2 of this Prospectus.

If all of the conditions to the Offers are not satisfied within four (4) months after the date of this Prospectus, no Shares will be issued. Application Monies will be refunded in full without interest in accordance with the Corporations Act.

The Proponent Offer and the Public Offer

If you wish to participate in either the Proponent Offer or the Public Offer, you should complete the relevant Application Form set out in Section 11 of this Prospectus. Applicants may apply for a minimum parcel of 200,000 Shares, representing a minimum investment of $2,000 under the Public Offer and $200 under the Proponent Offer. Applicants seeking additional Shares must apply thereafter for Shares in multiples of 100,000 (equivalent to $1,000 under the Public Offer and $100 under the Proponent Offer). All Applications must be completed in accordance with the detailed instructions on how they are to be completed and be accompanied by a cheque or bank cheque drawn and payable on an Australian bank and must be made payable to “Soil Sub Technologies Limited – Subscription Account” (“Subscription Account”) and should be crossed “Not Negotiable”. No brokerage or stamp duty is payable. Completed Application Forms and accompanying cheques must be received by the Company before 5.00pm WST on the Closing Date by either being delivered to or mailed to the following address:

	Delivered to: Soil Sub Technologies Limited C/- RM Capital Pty Ltd 1175 Hay Street West Perth WA 6005	Posted to: Soil Sub Technologies Limited C/- RM Capital Pty Ltd PO Box 154 West Perth WA 6872

All Application Monies received with duly completed Application Forms will be paid into the Subscription Account in accordance with the requirements set out in Section 1.10 of this Prospectus.

The Company must, subject to the conditions set out in Section 2 being met and the requirements set out in Section 1.9 of this Prospectus, deal with the Application Monies held in the Subscription Account in accordance with the following instructions of the Directors:

• transfer all of the Application Monies received under this Prospectus and held in the Subscription Account to the Company; and

• allot and issue the Shares offered under this Prospectus.

Immediately following the above occurring and subject to the termination of the DOCA, the Company will pay (from the Application Monies received under this Prospectus) to the Administrators and the Trust, the amounts specified in the Reconstruction Deed and the DOCA, as set out in Sections 5.2 and 5.3 of this Prospectus.

Following termination of the DOCA and the payment of the amounts referred to above, the Company and the Directors will deal with the balance of the Application Monies received in the manner otherwise set out in this Prospectus.

An original, completed and lodged Application Form together with a cheque for the Application Monies constitutes a binding and irrevocable offer to subscribe for the number of Shares specified in each Application Form. The Application Form does not need to be signed to be valid. If the Application Form is not completed correctly or if the accompanying payment is for the wrong amount, it may be treated by the Company as valid. The Directors’ decision as to whether to treat such an application as valid and how to

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construe, amend or complete the Application Form is final, however, an applicant will not be treated as having applied for more Shares than is indicated by the amount of the cheque for the Application Monies.

*** Applicants are encouraged to lodge their Application Forms as soon as possible, as the Offers may close early without notice.**

1.3 MINIMUM SUBSCRIPTION

The minimum level of subscription pursuant to the Proponent Offer, the Public Offer and the Director Offer is $2.6 million.

No Shares under the Offers will be allotted or issued by the Company until the Minimum Subscription has been achieved. If the Minimum Subscription has not been reached within three (3) months from the date of this Prospectus, all Applications and Application Monies will be dealt with in accordance with the requirements of the Corporations Act. The Minimum Subscription must be raised before the quotation of the securities on the ASX can occur.

No oversubscriptions will be accepted.

1.4 OFFER NOT UNDERWRITTEN

The Offers are not underwritten. The Offers do not have a sponsoring broker. The Company reserves the right to pay a fee of up to 6% of the value of the Shares to holders of an AFSL licence in respect of Shares placed to their clients.

1.5 PURPOSE OF THE OFFER

The principal purpose of the Offers is to:

• facilitate the Company’s reinstatement on the ASX, including the re-quotation of the Existing Shares (consolidated) shares and the New Shares;

• pay the costs of the Recapitalisation Proposal and continue the Company’s existing activities of development of the NutriMix® market within Australia; and

• provide capital to commence investigation of new investment opportunities.

Please refer to Section 3 for additional details.

1.6 PROPOSED APPLICATION OF FUNDS RAISED

The Company proposes to raise $2.6 million pursuant to this Prospectus. The Company intends to apply the funds raised from the Offers as follows:

Application of Funds	Full Subscription
Expenses of the Offers and Recapitalisation Proposal (referSection 8.10)	$350,000
Payment to the Deed Administrator to satisfy obligations under the DOCA and Reconstruction Deed (referSections 5.2and5.3)	$515,000
Expenditure Budget (referSection 3.5)	$1,085,000
Additional Working Capital	$650,000
Funds Raised by the Prospectus	$2,600,000

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Whilst the Directors are satisfied that upon completion of the Offers, the Company will have sufficient working capital to meet its stated objectives, investors should be aware that the Company may use and expend its cash reserves more quickly than contemplated. This may or may not leave the Company in a negative cash flow situation which may ultimately affect the value of the Company’s Shares.

Further, any future investments that may be contemplated by the Company will exceed the current or projected working capital of the Company. These acquisitions may need to be funded by project finance and/or further equity issues, as required (subject to Shareholder approvals if required).

Following the Minimum Subscription being raised, the issue and allotment of the Shares as stated above,the Company receiving final approval for reinstatement to ASX, requotation of the Existing Shares and quotation of the New Shares, and the funds being paid into the Creditor’s Trust, the DOCA shall terminate and the Administrators shall retire in accordance with the terms of the DOCA and Reconstruction Deed, which are summarised in Sections 5.2 and 5.3 .

1.7 CAPITAL STRUCTURE

Set out in the table below is a summary of the capital structure of the Company before and after completion of the Offers.

	Number of Shares %
Number of Existing Shares on issue Number of Shares on issue following Share consolidation on 5 March 2010 Shares issued pursuant to the Proponent Offer Shares issued pursuant to the Public Offer Shares issued pursuant to the Director Offer Total Shares on issue at completion of the Offers	89,564,434 100
	17,912,887 4.80 73,500,000 19.97 250,000,000 68 26,500,000 7.20
	367,912,887 100%

1.8 SUBSTANTIAL INTERESTS IN THE COMPANY

Under the Offers, various parties, including related parties of the Company, will acquire a substantial interest in the Company. Existing Shareholders approved the acquisitions at a General Meeting of the Company held on 25 February 2010. Details regarding the interests to be acquired as result of the Offers are contained in Section 7.7 of this Prospectus. Other than as specified in Section 8.7 , no person will acquire a controlling interest in the Company as a result of the Offers.

1.9 ALLOCATION AND ALLOTMENT OF SHARES

The Directors reserve the right to reject any Application or to allot a lesser number of Shares than that applied for pursuant to the Offers. If the number of Shares allocated is less than that applied for, or no allotment is made, the Application Monies or the surplus Application Monies will be promptly refunded without interest.

Subject to ASX agreeing to reinstate the Company to ASX, re-quote the Company’s Existing Shares on the Official List and granting approval for quotation of the New Shares, the allotment of New Shares will occur as soon as practicable after the Closing Date. All Shares issued pursuant to the Offers will rank equally in all respects with the Existing Shares of the Company following the proposed Existing Share consolidation.

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Statements of shareholding will be dispatched as soon as possible after the Closing Date as required by ASX.

Applicants who sell the Shares before they receive their statement of shareholding will do so at their own risk.

1.10 APPLICATION MONIES TO BE HELD IN TRUST

The Application Monies for Shares to be issued pursuant to the Offers will be held in the Subscription Account on behalf of Applicants until the Shares are allotted. If the Offers are not fully subscribed within a period of three (3) months from the date of this Prospectus, the Application Monies will be refunded in full without interest, and no Shares will be allotted pursuant to this Prospectus. All interest earned on Application Monies (including those which do not result in allotment of Shares) will be retained by the Company.

1.11 ASX QUOTATATION AND REINSTATEMENT

The Company will apply to the ASX no later than seven (7) days from the date of this Prospectus to have the Shares to be issued pursuant to this Prospectus quoted on the Official List of the ASX.

If approval for quotation of the Shares on the Official List of ASX is not granted within 3 months after the date of this Prospectus the Company will not allot or issue any Shares or Options, and Application Monies will be refunded in full without interest in accordance with the Corporations Act.

Neither the ASX nor ASIC, or any of their respective officers, take responsibility for the contents of this Prospectus. The fact that the ASX may grant official quotation to the Shares issued pursuant to this Prospectus is not to be taken in any way as an indication by the ASX as to the merits of the Company or the Shares.

1.12 CHESS AND ISSUER SPONSORSHIP

The Company will operate an electronic CHESS sub-register and an electronic issuer sponsored sub-register. These two sub-registers will make up the Company’s register of Shares.

The Company will not issue share certificates to shareholders. Rather, holding statements (similar to bank statements) will be dispatched to shareholders as soon as practicable after allotment under this Prospectus. Holding statements will be sent either by CHESS (for Shareholders who elect to hold Shares on the CHESS sub-register) or by the Company’s Share Registry (for Shareholders who elect to hold their Shares on the issuer sponsored sub-register). The statements will set out the number of Shares allotted under this Prospectus and provide details of a Shareholder’s Holder Identification Number (for Shareholders who elect to hold shares on the CHESS sub register) or Shareholder Reference Number (for Shareholders who elect to hold their shares on the issuer sponsored sub-register). Updated holding statements will also be sent to each Shareholder following the month in which the balance of their shareholding changes and as required by law.

1.13 RISKS

As with any share investment, there are risks associated with investing in the Company. The principal risks that could affect the performance of the Company are detailed in Section 7 of this Prospectus. The Shares on offer under this Prospectus should be considered speculative. Accordingly, before deciding to invest in the Company, Applicants should read this Prospectus in its entirety and should consider all factors in light of their individual circumstances and seek appropriate professional advice. Investors may lose some or all of the investment.

Specific risks that investors should consider include the following:

• The Directors intend to continue development of the Company’s NutriMix® product through trials and marketing activities, whilst also investigating new investment opportunities. Significant risks exist both in respect of the Director’s ability to successfully commercialise the NutriMix® product and in relation to the Directors’ ability to identify and successfully exploit investment opportunities.

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• The ownership of a patent does not guarantee that the rights of others are not infringed or that competitors will not develop technology to avoid patent technology in respect of which the Company has rights. The patents expire at the end of their terms, after which the Company no longer has exclusive protection.

The Company’s business success will depend, in part, on its ability to rely on the patent in respect of which it has rights, maintain trade secret protection and operate without infringing on the privacy rights of third parties. As patents can be uncertain and frequently involve complex legal and factual issues, neither the breadth of claims allowed in patents nor their enforceability can be predicted. There can be no guarantee that any patent in respect of which the Company has rights to afford the Company commercially significant protection of its technology, of its product or have commercial applications.

• The Company has incurred significant losses in the past resulting in it being placed into Administration. It is not possible to evaluate the Company’s future prospects based on past performance. This past performance should not impact the future opportunities for the Company. However the Company does expect to make losses in the immediate future as it develops the NutriMix® business and considers other investment opportunities. Factors that will determine the Company’s future profitability are its ability to identify and successfully acquire new investment opportunities, to manage its costs, to execute its development and growth strategies and to be aware of, and manage the Company through, the actions of competitors and regulatory developments. As a result, the extent of future profits, if any, and the time required to achieve sustainable profitability, is uncertain. In addition, the level of any such future profitability cannot be predicted and may vary significantly from period to period.

• The Company may require further funding in the future and there can be no assurance that further funding will be available on satisfactory terms or at all. Any inability to obtain funding will adversely affect the business and financial condition of the Company and, consequently, its performance.

• The Company was suspended from the Official List of ASX on 2 March 2009 and was subsequently placed in administration on 1 April 2009. The Company did not comply with its financial reporting obligations immediately prior to, and during the period of its administration. It has recently lodged the half-year financial reports for 31 December 2008 and 31 December 2009, but has not lodged the fullyear financial report for the year ending 30 June 2009, for which the Company has received a waiver from ASIC. Technically, this failure to lodge the financial reports means that the Company is in breach of its financial reporting requirements under Chapter 2M of the Corporations Act. Shareholders should be aware that this breach may attract liability and/or affect the Company’s operations going forward and may affect the Company’s ability to be reinstated to ASX. The Company has made an application to ASIC for a no action letter in respect of these reporting requirements, which ASIC has granted.

1.14 OVERSEAS INVESTORS

This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or to extend such an invitation. No action has been taken to register this Prospectus or otherwise to permit a public offering of Shares in any jurisdiction outside Australia. It is the responsibility of any non-Australian resident investors to obtain all necessary approvals for the issue to them of Shares offered pursuant to this Prospectus.

1.15 PRIVACY DISCLOSURE

Persons who apply for Shares pursuant to this Prospectus are asked to provide personal information to the Company, either directly or through the Share Registry. The Company and the Share Registry collect, hold and use that personal information to assess Applications for Shares, to provide facilities and services to Shareholders, and to carry out various administrative functions. Access to the information collected may be provided to the Company’s agents and service providers and to ASIC and other regulatory bodies on the basis that they deal with such information in accordance with the relevant privacy laws. If the information requested is not supplied, Applications for Shares will not be processed. In accordance with privacy laws, information collected in relation to specific Shareholders can be obtained by that Shareholder through contacting the Company or the Share Registry.

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1.16 EXPOSURE PERIOD

In accordance with Chapter 6D of the Corporations Act, this replacement Prospectus is subject to an Exposure Period. The Exposure Period commenced on the day that the Company’s prospectus was lodged with ASIC, being 8 March 2010. The Exposure Period will end on 15 March 2010.

The purpose of the Exposure Period is to enable the Prospectus to be examined by market participants prior to the raising of funds. The examination may result in the identification of deficiencies in the Prospectus. If deficiencies are detected, any Application that has been received may need to be dealt with in accordance with Section 724 of the Corporations Act. Applications received during the Exposure Period will not be processed until after expiration of the Exposure Period. No preference will be conferred on Applications received during the Exposure Period and all such Applications will be treated as if they were simultaneously received on the Opening Date.

1.17 FORECASTS

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or financial projection would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

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SECTION 2 CONDITIONS OF THE OFFERS

2.1 CONDITIONS

The Offers are conditional upon each of the matters referred to below being satisfied:

• (a) Minimum Subscription under the Prospectus;

• (b) satisfaction of the conditions of the Reconstruction Deed and the DOCA; and

• (c) the Company receiving final approval for reinstatement to ASX, requotation of the Existing Shares and quotation of the New Shares.

2.2 SHAREHOLDER APPROVAL

A General Meeting of the Company was held on 25 February 2010, at which all the resolutions set out below and necessary to effect the Recapitalisation Proposal were passed by Shareholders.

The resolutions proposed at the General Meeting were:

• (a) the consolidation of the Existing Shares on a 1 for 5 basis

• (b) the reduction of the Company’s capital;

• (c) approval of the issue of the Shares pursuant to the Offers under this Prospectus;

• (d) approval of the Directors right to apply for Shares under this Prospectus.

2.3 MINIMUM SUBSCRIPTION

The minimum level of subscription pursuant to the Proponent Offer, the Public Offer and the Director Offer is 350,000,000 Shares to raise $2.6 million.

No Shares under the Offers will be allotted by the Company until the Minimum Subscription has been achieved.

2.4 SATISFACTION OF CONDITIONS OF THE RECONSTRUCTION DEED AND THE DOCA

The Offers are conditional upon all of the conditions of the Reconstruction Deed and the DOCA being satisfied. Please refer to Section 5 of this Prospectus for further details of the conditions of those agreements.

2.5 ASX APPROVALS

The Offers are conditional upon the Company and its Shares being reinstated to quotation on the Official List of ASX. The Offers are also conditional on the New Shares being admitted to quotation. These conditions are deemed to be satisfied upon the Company receiving an unconditional letter from ASX confirming that ASX sees no impediment to the Company and its Shares being reinstated to quotation on the Official List of ASX and the New Shares being quoted on the Office List.

The satisfaction of each of the conditions above is a requirement for the allotment of Shares under this Prospectus. In the event that all of these conditions are not met within three (3) months of the date of this Prospectus, all Application Monies will be returned to Applicants without interest as soon as possible thereafter.

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SECTION 3 BACKGROUND AND COMPANY OVERVIEW

3.1 BACKGROUND

The Company was incorporated on 1 May 1997 and was admitted to the Official List of ASX on 25 March 2008.

On 1 April 2009 the Administrators were appointed as the voluntary joint and several administrators of the Company pursuant to section 436A(1) of the Corporations Act, by resolution of the directors of the Company.

At a meeting of the Company’s creditors on 20 July 2009, the creditors resolved that the Company enter into a Deed of Company Arrangement, which was executed on 10 August 2009.

On 18 August 2009, the Company and the Deed Administrators entered into a Reconstruction Deed with Trident Capital.

A summary of the DOCA and the Reconstruction Deed is provided in Section 5 of this Prospectus.

The Offers are conditional on the Existing Shares being reinstated to ASX and the New Shares to be issued pursuant to this Prospectus being quoted on the Official List of the ASX.

3.2 PRINCIPAL FEATURES OF THE RECAPITALISATION PROPOSAL

The principal features of the Recapitalisation Proposal are set out below:

• (a) Consolidation of Capital : Consolidation of the existing issued capital of the Company on a 1 for 5 basis.

• (b) Reduction of Capital : The capital of the Company be reduced by applying an amount being a portion of the accumulated losses of the Company against the share capital which is considered permanently lost.

• (c) Issue of Shares to Trident Capital or its nominees : The issue of 73,500,000 Shares at an issue price of $0.001 each to raise $73,500 to Trident Capital or its nominees.

• (d) Director Offer : The issue of 26,500,000 Shares in the Company at an issue price of $0.001 each under this Prospectus to raise $26,500.

• (e) Public Offer : The issue of 250,000,000 Shares in the Company at an issue price of $0.01 each under this Prospectus to raise $2,500,000.

• (f) Payment by Deed Administrators to the Trust Fund for the benefit of Creditors: Upon the close of the Offers, the Company shall pay $515,000 to the Trust Fund established for the benefit of the Creditors for the forgiveness of all of the Creditors Claims against the Company (“Trust Assets”).

Completion of the Recapitalisation Proposal will restructure the Company’s issued capital, provide net working capital, terminate the DOCA and provide a new direction for the Company. Further, in accordance with the terms of the DOCA and the Reconstruction Deed, all existing debts against the Company will be released, extinguished and barred, with Admitted Creditor claims only able to be met from the Trust Assets.

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3.3 RETAINED ASSETS, CONTINUING OPERATIONS

The NutriMix® Product has been progressively developed by the Company since 2001, though there has been no ongoing development during the Company’s period of Administration. The Directors plan to use the funds raised under the Offers to continue to market and develop the Company’s NutriMix® Product.

NutriMix® is a fully organic growing medium formula that has been patented and can be used to grow any plant without any need for natural soil and other associated landscaping products.

The product advantages of NutriMix® include:

• Water management efficiencies

• Macro nutrients present in slow release form, providing continued availability to plants for up to 3 years.

• An acceptable nutrient profile for plant growing with good levels of all essential macro and micro nutrients.

Trials were held and reported as part of the original Prospectus (dated 21 December 2007) the specific objectives of which were:

1. To study and compare the water characteristics of various NutriMix® mixtures;

2. To study and compare water use grown in various NutriMix® mixtures using different irrigation systems;

3. To study and compare the fertilizer use of grass grown in these mixtures; and

4. To establish a comparison of nutrient uptake by the use of NutriMix® using no added fertilizer.

The trials were conducted with one trial in a laboratory and on 3 separate farms. The results and finding of these trials indicated that:

• The water absorption capability of NutriMix® is large and generates high water use efficiency;

• NutriMix® enhances the water characteristics of sandy soils, and thus increased the water holding capacity and the available water to the sandy soils;

• Addition of NutriMix® has increased the fresh weight of paspalum grass in sandy soils; and

• Addition of NutriMix® has also significantly increased the Nitrogen, Phosphorus and Potassium uptake by paspalum grass in the sandy soils.

Studies such as these indicate that the product improves water use efficiency and nutrient use levels. The Directors, whilst recognizing the significance of offshore markets for such a product, plan to concentrate on the domestic Australian market, and consider the characteristics of the product to be of particular interest to users based in dryer areas, with high water consumption and cost and on sandy soils. Consequently, the product may well be suited to application on the sand belt golf courses as an example. There is also evident application in mine site rehabilitation throughout Australia, whilst municipalities throughout Australia who are becoming more conscious of water consumption for their parks and gardens may also consider the use of the product.

The Directors believe that the better commercial opportunity for development of the product is through the bulk market, rather than seeking retail sales of smaller bagged lots where the margins are often less, and marketing costs and competition greater.

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Prior to the Company being placed in Administration, there had been trials of the product within Australia that Directors wish to revisit as a precursor to re-trialling the product with possible large end consumers such as golf courses, mine site rehabilitation and municipalities.

The Company has access to a site in Colac, Victoria, where it is able to produce bulk samples of the product to be transported to the trial sites as identified. The Company will also retain specific expertise through the retention on a consulting basis of certain of the previous directors, and the inventor of the product, to ensure the product mixture is presented correctly and proposed trials are managed appropriately.

It is believed that results from the proposed trials should be seen within 3 months of commencing trials. However, it could be a 12 month timeframe before trials across a range of industries have been concluded, reported and assessed.

The Directors have no present intentions to change the business of the Company or to otherwise reapply the assets of the Company. However through the period of the trials the Directors will also actively investigating alternative investment opportunities complementary to or consistent with the current operations of the Company.

3.4 INVESTMENT OPPORTUNITIES

Although the Company’s primary focus is to continue with the development of its existing NutriMix® Assets, a significant portion of the Company’s assets will be comprised of cash. As such, disclosure is required regarding the expertise of the current Directors and more specifically, how this level of expertise will assist the Company in making investment decisions.

As noted in 3.3 above, the Directors intend to continue to develop the NutriMix® product through ongoing trials managed by a reputable and qualified agronomist in turn leading to a Feasibility Study to determine the optimal route to commercialization. On the conclusion of this program, and subject to report outcomes, the Company will establish a business centre in Australia, and possibly New Zealand, being the areas covered by the existing patents, before seeking to re-establish its contacts and marketing arrangements overseas.

The funds to be raised through this prospectus are planned to be utilized as follows:

• the careful re-establishment of the Company’s existing business in Australia, commencing with trials of the NutriMix® product with target industries;

• ongoing, but cautious, consideration of overseas markets and potential for the Company’s NutriMix® product; and

• examination of alternative and additional investment opportunities.

The Directors have a broad range of commercial and public company experience, including the commercial development of technologies which will assist the development and commercialization of the NutriMix® product. They also plan to acquire specific horticultural and agronomic expertise through the retention of consultants in this field and have already identified suitable parties to assist with the establishment and management of the proposed trials.

The Directors also have broad experience in project development, finance and corporate transactions for various listed and non-listed entities, which will be relevant to the assessment of potential projects for the Company. The Directors consider that their contacts and relevant experience will provide assistance in attracting and securing new projects for investment and acquisition.

The Directors are committed to the highest standards of corporate governance and they will make themselves readily available to meet the requirements of the Company and its operations going forward. All of the Board members have been executive Directors, though the proposed Board structure as two nonexecutive Directors, whilst the Chairman will be an Executive Chairman. The Board will ensure that they devote sufficient time, attention and skill to the duties of this position and the Company’s business.

Other than the proposed expenditure budget detailed in Section 3.5, and the discussion of the development of the existing business in 3.2 and 3.3 above, there is no specific investment plan currently in place regarding the Company’s future intentions. Investment strategies may be adopted as and when suitable opportunities

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are identified by the Board. The Company may be subject to additional risks in the future relating to these investments that cannot be identified as at the date of this Prospectus.

3.5 EXPENDITURE BUDGET

In summary, the Company proposes to adopt the budget set out below in relation to funding the Company’s activities, providing funding for the acquisition and development of other investments (as identified by the Company) and meeting the administration costs of the Company and the expenses of the recapitalisation of the Company, including payments for the benefit of the Creditors pursuant to the DOCA.

Use of Funds – Expenditure Budget	Year 1	Year 2	Total
FUNDS RAISED	$2,600,000	-	$2,600,000
Review, evaluation and development of the existing NutriMix® business	$200,000	$200,000	$400,000
Recommence Australian operations of the existing NutriMix® business	$200,000	-	$200,000
Review and evaluate new projects	$100,000	$100,000	$200,000
Payment to the Deed Administrator pursuant to the DOCA	$515,000	-	$515,000
General working capital	$150,000	$150,000	$300,000
Expenses associated with the Recapitalisation Proposal to be reimbursed to Trident	$350,000	-	$600,000
Total Funds Utilised	$1,515,000	$450,000	$1,965,000*

*Cash balance left after Year 2 is estimated to be $385,000. These funds are intended to be used for the Company’s working capital after the expiry of the two year period following completion of the Offers.

On completion of the offers the Directors believe the Company will have adequate working capital to meet its stated objectives.

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SECTION 4 FINANCIAL POSITION

5 March 2010

The Directors

Soil Sub Technologies Limited (Subject to Deed of Company Arrangement) C/O Trident Capital PO Box Z5183 St Georges Terrace PERTH WA 6831

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Dear Sirs

Investigating Accountant’s Report – Soil Sub Technologies Limited (Subject to Deed of Company Arrangement)

INTRODUCTION

This report has been prepared at the request of the Directors of Soil Sub Technologies Limited (Subject to Deed of Company Arrangement) (“Soil Sub” or “the Company”), for inclusion in a Prospectus to be lodged with the Australian Securities and Investment Commission (“ASIC”) on or around 8 March 2010 (“Prospectus”), relating to the proposed issue of 350,000,000 to raise a total of $2,600,000 as follows:

1. 250,000,000 ordinary shares at an issue price of $0.01 (1 cent) each to raise $2,500,000 (Public Offer);

2. 73,500,000 ordinary shares at an issue price of $0.001 (0.1 cent) each to raise $73,500 (Proponent Offer); and

3. 26,500,000 ordinary shares at an issue price of $0.001 (0.1 cent) each to raise $26,500 (Director Offer).

The offer is not underwritten and the minimum subscription level is $2,600,000.

BASIS OF PREPARATION

The report has been prepared to provide investors with information on historical results and the financial position of Soil Sub, and to provide investors with a pro forma balance sheet of Soil Sub as at 31 December 2009 adjusted to include funds raised by this Prospectus and other transactions as referred to in Note 2 of Appendix 2.

This Report does not address the rights attaching to the shares to be issued in accordance with the Prospectus, the risks associated with the investment, nor form the basis of an Expert’s opinion with respect to a valuation of the Company or a valuation of the share issue prices of 1 cent per share for the Public Offer and 0.1 cent per share for the Proponent and Director Offers.

Bentleys has not been requested to consider the prospects for Soil Sub nor the merits and risks associated with becoming a shareholder and accordingly, has not done so, nor purports to do so. Bentleys accordingly takes no responsibility for those matters or for any matter or omission in the Prospectus, other than responsibility for this report.

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Soil Sub Technologies Limited (Subject to Deed of Company Arrangement) Investigating Accountant’s Report Page 2 of 14

BACKGROUND

The Company was incorporated on 1 May 1997 and was admitted to the Official List of ASX on 25 March 2008.

On 1 April 2009 the Administrators were appointed as the voluntary joint and several administrators of the Company pursuant to section 436A(1) of the Corporations Act, by resolution of the directors of the Company.

At a meeting of the Company’s creditors on 20 July 2009, the creditors resolved that the Company enter into a Deed of Company Arrangement (“DOCA”), which was executed on 10 August 2009.

On 18 August 2009, the Company and the Deed Administrators entered into a Reconstruction Deed with Trident Capital Pty Ltd (“Trident”).

A summary of the DOCA and the Reconstruction Deed is provided in Section 5 of this Prospectus and further details on the Company Background and Overview is provided in Section 3 of this Prospectus.

SCOPE OF REPORT

Bentleys has been requested to:

• (a) report whether anything has come to our attention which would cause us to believe that the historical financial information disclosed in the appendices to this report is not fairly presented in accordance with the recognition and measurement requirements (but not the disclosure requirements) of Australian Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by Soil Sub, and

• (b) report whether anything has come to our attention which would cause us to believe that the pro forma financial information disclosed in the appendices to this report is not presented fairly in accordance with the basis of preparation and assumptions set out therein and with the recognition and measurement requirements (but not the disclosure requirements) of Australian Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by Soil Sub.

Soil Sub has prepared, and is responsible for, the historical and pro forma financial information included in the appendices to this report.

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Soil Sub Technologies Limited (Subject to Deed of Company Arrangement) Investigating Accountant’s Report Page 3 of 14

SCOPE OF REVIEW

Bentleys has not audited the financial statements of Soil Sub as at 31 December 2009. We have conducted our review of the historical financial information in accordance with Australian Auditing Standard ASRE 2405 “Review of Historical Financial Information Other Than a Financial Report”. We made such enquiries and performed such procedures as we, in our professional judgement, considered reasonable in the circumstances, including:

• (i) enquiry of directors, management and others;

• (ii) analytical procedures on the historical information;

• (iii) a review of work papers, accounting records and other documents; and

• (iv) comparison of consistency in application of the recognition and measurement requirements (but not the disclosure requirements) of Australian Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by Soil Sub

The review procedures were substantially less in scope than an audit examination conducted in accordance with Australian Auditing Standards.

Having regard to the nature of the review, which provides less assurance than an audit, and to the nature of the historical and pro forma financial information, this report does not express an audit opinion on the historical and pro forma financial information included in the appendices to this report.

INTELLECTUAL PROPERTY

The principal assets of Soil Sub will be its intellectual property.

The intellectual property has been included at cost less impairment in the pro forma balance sheet. We have not performed our own valuation of the intellectual property We are unable to form a view on whether the carrying values of the intellectual property are fairly stated.

OPINIONS

(a) Historical Financial Information

Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that the historical financial information, as set out in the appendices of this report is not presented fairly in accordance with the recognition and measurement requirements (but not the disclosure requirements) of Australian Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by Soil Sub.

Inherent Uncertainty Regarding Going Concern

Without qualification to the opinion expressed above, attention is drawn to the following matter. As a result of matters described in Note 1 Going Concern in Appendix 2, uncertainty exists whether Soil Sub Technologies Limited will be able to continue as a going concern and therefore whether it will be able to pay its

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debts as and when they fall due and realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.

The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the Company not continue as a going concern.

Inherent Uncertainty Regarding the Carrying Value of Intangible Assets

Without qualification to the opinion expressed above, the balance sheet in the financial report indicates that the Company has recorded intangible assets with a carrying value of $250,000. There is uncertainty in regard to the reasonableness of the carrying value of intangibles as they are intrinsically linked to the continued operation of the Company into the future and primarily dependent on the economic benefits associated with those assets being realised.

These items represent significant assets recorded by the Company and until such time as the proposed initiatives described by the Company in Note 1 to the financial report and above are realised there still remains an inherent uncertainty regarding the carrying value of these assets.

(b) Pro Forma Financial Information

Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that the pro forma financial information, as set out in the appendices of this report is not presented fairly in accordance with the basis of preparation in the appendices and assumptions set out therein and with the recognition and measurement requirements (but not the disclosure requirements) of Australian Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by Soil Sub.

SUBSEQUENT EVENTS

To the best of Bentleys’ knowledge and belief, there have been no material items, transactions or events subsequent to 31 December 2009 not otherwise disclosed in this report or its appendices that have come to our attention during the course of our review which would cause the information included in this report to be misleading or deceptive.

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Soil Sub Technologies Limited (Subject to Deed of Company Arrangement) Investigating Accountant’s Report Page 5 of 14

INDEPENDENCE

Bentleys does not have any interest in the outcome of the listing of the shares, other than in connection with the preparation of this report for which normal professional fees will be received. Bentleys were not involved in the preparation of any part of the Prospectus, and accordingly, make no representations or warranties as to the completeness and accuracy of any information contained in any other part of the Prospectus. Bentleys consents to the inclusion of this report in the Prospectus in the form and content in which it is included. At the date of this report, this consent has not been withdrawn.

Yours faithfully

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BENTLEYS Chartered Accountants

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CHRIS WATTS Director

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Soil Sub Technologies Limited (Subject to Deed of Company Arrangement) Investigating Accountant’s Report Page 6 of 14

APPENDIX 1 – HISTORICAL AND PRO-FORMA FINANCIAL INFORMATION

INCOME STATEMENT

Income Accounting and administration expense Financing expense Other expenses Loss before income tax Income tax expense Loss attributable to members of the company	Reviewed Actual 31 December 2009 Reviewed Pro forma 31 December 2009 $ $
	- - (295,708) (295,708) (564,899) (564,899) (74,011) (74,011)
	(934,618) (934,618) - -
	(934,618) (934,618)

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Soil Sub Technologies Limited (Subject to Deed of Company Arrangement) Investigating Accountant’s Report Page 7 of 14

APPENDIX 1 – HISTORICAL AND PRO-FORMA FINANCIAL INFORMATION

BALANCE SHEET

Note CURRENT ASSETS Cash at Bank 3 TOTAL CURRENT ASSETS NON CURRENT ASSETS Intangible Assets TOTAL NON CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables 4 TOTAL CURRENT LIABILITIES NON CURRENT LIABILITIES Financial Liabilities 4 TOTAL NON CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS/ (LIABILITIES) EQUITY Issued capital 5 Accumulated losses 6 TOTAL EQUITY	Reviewed Actual 31 December 2009 Reviewed Pro forma 31 December 2009 $ $
	- 1,735,000
	- 1,735,000
	250,000 250,000
	250,000 250,000
	250,000 250,000
	1,344,193 -
	250,000 -
	5,840,286 -
	250,000 -
	7,184,479 -
	(6,934,479) 1,985,000
	28,684,679 2,250,000 (35,619,158) (265,000)
	(6,934,479) 1,985,000

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Soil Sub Technologies Limited (Subject to Deed of Company Arrangement) Investigating Accountant’s Report Page 8 of 14

APPENDIX 2 – NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

1. Summary of significant accounting policies

(a) Basis of Accounting

The financial statements have been prepared in accordance with the measurement and recognition (but not the disclosure) requirements of Australian Accounting Standards, Australian Accounting Interpretations and the Corporations Act 2001.

The financial statements have been prepared on an accruals basis, are based on historical cost and except where stated do not take into account changing money values or current valuations of non-current assets. Cost is based on the fair values of the consideration given in exchange for assets.

The preparation of the income statements and balance sheets requires the use of certain critical accounting estimates and assumptions. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the balance sheets are disclosed where appropriate.

The financial information has been prepared on the basis of a going concern. The company’s ability to continue as a going concern is contingent upon raising additional capital to fund future projects, other principal activities, and for use as working capital. If additional capital is not raised, the going concern basis may not be appropriate with the result that the company may have to realise its assets and extinguish its liabilities other than in the ordinary course of business, and at amounts different from those stated in the financial information. No allowance for such circumstances has been made in the financial information.

The balance sheet as at 31 December 2009 is in accordance with the Company’s reviewed financial position at that date. The pro forma balance sheet at 31 December 2009 represents the reviewed financial position as at that date adjusted for the transactions discussed in Note 2 to this report. The balance sheet should be read in conjunction with the notes set out in this report.

Going Concern

The balance sheet of the Company as at 31 December 2009 discloses a net working capital deficiency of $6,934,479

The Company incurred a loss from ordinary activities of $934,618 for the period ended 31 December 2009 (2008: $28,967,986 loss).

On 2 March 2009 the securities of Soil Sub Technologies Limited were suspended from official quotation on the Official List of the Australian Stock Exchange (“the ASX”) as a result of the failure of the Company to lodge December 2008 Half Yearly accounts as required..

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On 2 April 2009 Richard Albarran and Blair Pleash of Hall Chadwick in Queensland were appointed as Voluntary Administrators by the Directors of the Company at that time. The appointment of the administrators was not made in relation to any of the Company’s subsidiaries.

At a meeting of the Company’s creditors on 20 July 2009, the creditors of the Company approved the execution of the DOCA proposed by Trident.

The DOCA assists the Administrator to raise funds for the benefit of the creditors by causing Soil Sub to enter into a Reconstruction Deed with Trident, a party experienced in such reconstructions.

The proposal put forward by Trident was adjusted with approval received from creditors at a meeting held on 5 January 2010 and evidenced by a Deed of Variation for the DOCA executed on 20 January 2010, and a Deed of Variation for the Reconstruction Deed executed on 20 January 2010.

The accounts have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business.

The Directors believe it is appropriate to prepare these accounts on a going concern basis because under the Trident Proposal the purpose is to;

• Consolidate existing capital on a 1 for 5 basis such that the 89,564,434 shares on issue when the Company was placed in administration will be consolidated to 17,912,434 shares;

• Issue of 100,000,000 ordinary shares at an issue price of $0.001 (0.1 cent) each to raise $100,000; and

• Issue of 250,000,000 ordinary shares at an issue price of $0.01 (1 cent) each to raise $2,500,000.

In raising this capital the Company will then make payment of $515,000 to the Creditor’s Trust to effectuate the DOCA with the Administrators, thereby allowing them to resign as Administrators of the Company and allowing the Company to relist on the ASX.

The ability of the Company to continue to pay its debts as and when they fall due is dependent upon the Company successfully raising additional share capital and receiving licence fees or revenue from the sale of its Nutrimix Products.

Upon effectuation of the DOCA and all conditions associated with the reinstatement of the shares on the ASX, the Company’s securities will be reinstated on the ASX.

Accordingly the financial statements as at 31 December 2009 have been prepared on a going concern basis. To the extent that the Company is not successful in raising capital, or in gaining reinstatement to official quotation on the ASX there is a level of uncertainty as to whether the Company will be able to continue to operate as a going concern.

(b) Cash and Cash Equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts.

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Soil Sub Technologies Limited (Subject to Deed of Company Arrangement) Investigating Accountant’s Report Page 10 of 14

Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.

(c) Revenue Recognition

Revenue is measured at fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances and duties and taxes paid. The following specific recognition criteria must also be met before revenue is recognised:

• Interest income is recognised as it accrues.

(d) Income Tax

The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the notional income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of asses and liabilities and their carrying amounts in the financial statements, and to unused tax losses.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

(e) Acquisitions of Assets

The purchase method of accounting is used to account for all acquisitions of assets (including business combinations) regardless of whether equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given, shares issued or liabilities incurred or assumed at the date of exchange plus costs directly attributable to the acquisition. Where equity instruments are issued in an acquisition, the value of the instruments is the published market price as at the date of exchange unless, in rare circumstances, it can be demonstrated that the published price at the date of exchange is an unreliable indicator of fair value and that other evidence and valuation

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methods provide a more reliable measure of fair value. Transaction costs arising on the issue of equity instruments are recognised directly in equity.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Company’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement, but only after a reassessment of the identification and measurement of the net assets acquired.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the Company’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

(f) Impairment of Assets

Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units).

(g) Intangibles Assets

The Directors believe there remains inherent value in the Intellectual Property retained in the Company, notably the NutriMix Trademark and associated patents covering Australia and New Zealand. It remains the Company’s intent, once it has raised further capital, to further exploit these patents through the commercialisation of the business in these markets. The value of this asset has been retained at $250,000.

(h) Trade Creditors

These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year and which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.

(i) Issued Capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options, or for the acquisition of a business, are included in the cost of the acquisition as part of the purchase consideration.

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Soil Sub Technologies Limited (Subject to Deed of Company Arrangement) Investigating Accountant’s Report Page 12 of 14

(j) Share Based Payments

The Company operates equity-settled share-based payment employee share and option schemes. The fair value of the equity to which employees become entitled is measured at grant date and recognised as an expense over the vesting period, with a corresponding increase to an equity account. The fair value of shares is ascertained as the market bid price. The fair value of options is ascertained using a Black-Scholes pricing model which incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at each reporting date such that the amount recognised for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.

(k) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST except:

• Where the GST incurred on the purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

• Receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of the payables in the Balance Sheet.

2. Actual and Proposed Transactions to Arrive at the Pro-Forma Financial Information

The pro-forma financial information has been included for illustrative purposes to reflect the position of Soil Sub on the assumption that the following transactions had occurred as at 31 December 2009:

• (a) Consolidate existing capital on a 1 for 5 basis such that the 89,564,434 ordinary shares on issue when the Company was placed in administration will be consolidated to 17,912,887 ordinary shares;

• (b) Reduction of capital by applying an amount being the portion of the accumulated losses of the Company against the share capital which is considered permanently lost;

• (c) Issue of 100,000,000 ordinary shares at an issue price of $0.001 (0.1 cent) each pursuant to the Prospectus to raise $100,000. This issue will be made as 73,500,000 to Trident Capital or its nominees and 26,500,000 to Directors.

• (d) Issue of 250,000,000 ordinary shares at an issue price of $0.01 (1 cent) each pursuant to the Prospectus to raise $2,500,000;

• (e) The payment of $515,000 to the Creditors Trust thus effectuating the DOCA and Reconstruction Deed with the Administrator;

• (f) Forgiveness of all Creditors Claims against the company under the DOCA; and

• (g) The payment of expenses of the Prospectus totalling an estimated $350,000 and expensed against equity.

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Soil Sub Technologies Limited (Subject to Deed of Company Arrangement) Investigating Accountant’s Report Page 13 of 14

Soil Sub Technologies Limited (Subject to Deed of Company Arrangement) Investigating Accountant’s Report Page 13 of 14

Note 3. Cash and cash equivalents Cash at Bank – 31 December 2009 Issues of 100,000,000 shares pursuant to this Prospectus to Trident Capital or its nominees and Directors 2(c) Issue of 250,000,0000 shares pursuant to this Prospectus 2(d) Payment to Creditors Trust 2(e) Prospectus issue costs 2(g) 4. Trade and other payables CURRENT Trade and other payables – 31 December 2009 Payment to Creditors Trust 2(e) Forgiveness of all Creditors Claims 2(f) NON CURRENT Trade and other payables Forgiveness of all Creditors Claims 2(f) 5. Issued capital Issued capital – 31 December 2009 Reduction in Share Capital 2(b) Issues of 100,000,000 shares pursuant to this Prospectus to Trident Capital or its nominees and Directors 2(c) Issue of 250,000,0000 shares pursuant to this Prospectus 2(d) Prospectus issue costs 2(g) a. Ordinary Shares Opening Balance – 31 December 2009

Reviewed Actual 31 December 2009 Reviewed Pro forma 31 December 2009 $ $ - - - 100,000 - 2,500,000 - (515,000) - (350,000) - 1,735,000 1,344,193 1,344,193 - (515,000) - (829,193) 1,344,193 - 5,840,286 5,840,286 - (5,840,286) 5,840,286 - 28,684,679 28,684,679 - (28,684,679) - 100,000 - 2,500,000 - (350,000) 2,250,000 No. No. 89,564,434 89,564,434

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Transactions after recapitalisation - Consolidate existing capital on a one for five basis 2(a) - Issue of 100,000,000 shares pursuant to this Prospectus to Trident Capital or its nominees and Directors 2(c) - Issue of 250,000,0000 shares pursuant to this Prospectus 2(d)	- (71,651,547) - 100,000,000 - 250,000,000
	89,564,434 367,912,887

6. Accumulated Losses Accumulated losses – 31 December 2009 Reduction in Share Capital 2(b) Forgiveness of all Creditors Claims 2(f)	$ $ (35,619,158) (35,619,158) - 28,684,679 - 6,669,479
	(35,619,158) (265,000)

7. Related Parties

Refer to Section 8 of this prospectus for details of related party transactions and shareholdings.

8. Commitments

There are no commitments not already disclosed in this Prospectus or accounted for in the pro forma financial information which are sufficiently material to warrant disclosure.

9. Contingent Assets and Liabilities

At the date of our report, the Directors have not made any specific undertakings regarding any amounts which may become payable in the future. Further details and specific arrangements are contained in Section 5 and 8 of this Prospectus. In the opinion of the directors, other than the matters disclosed above, there were no material contingent liabilities or assets as at 31 December 2009 and in the interval between 31 December 2009 and the date of this report.

10. Subsequent Events

There have been no events subsequent to balance date not already disclosed in this Prospectus or accounted for in the pro forma financial information which are sufficiently material to warrant disclosure.

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SECTION 5 MATERIAL CONTRACTS

5.1 SUMMARY OF MATERIAL CONTRACTS

Set out below is a summary of the material contracts to which the Company is a party that may be material in terms of the Offers for the operation of the business of the Company or otherwise may be relevant to a potential investor in the Company ( Material Contacts ).

The whole of the provisions of the agreements are not repeated in this Prospectus and any intending Applicant who wishes to gain a full knowledge of the content of the Material Contracts should inspect the same at the registered office of the Company.

5.2 RECONSTRUCTION DEED

The Deed Administrators, the Company and Trident Capital entered into a Reconstruction Deed dated 18 August 2009 to recapitalise the Company. At a subsequent meeting of Creditors on 5 January 2010, approval was given to vary the terms of the proposal which were then reflected in a deed of variation executed on or around 20 January 2010. The principal terms of the Reconstruction Deed are as follows:

• (a) Trident Capital and/or its nominees have agreed to participate in the recapitalisation of the Company.

• (b) The Reconstruction Deed is conditional on and subject to the following:

• (i) the Company entering into a Deed of Company Arrangement (DOCA) reflecting the terms of the Reconstruction Deed (concluded)

• (ii) the Shareholders passing the resolutions set out in paragraph (c) below to implement the Reconstruction Proposal; (concluded)

• (iii) Trident Capital or its nominees procuring share applications on behalf of the Company to raise not less than $2.6 million;

• (iv) the Company paying $515,000 to the Deed Administrators as payment in full of all costs and expenses of the Administrators and the Deed Administrators and for payment to the Trust Fund.

If the conditions set out above are not able to be satisfied the Reconstruction Deed will be at an end and the parties will have no further obligation to each other under the Reconstruction Deed.

• (c) The Company will convene a meeting of Shareholders to approve:

• (i) a consolidation of the Company’s existing issued capital on a 1 for 5 basis;

• (ii) the capital of the Company being reduced by applying an amount being a portion of the accumulated losses of the Company against the share capital which is considered permanently lost; and

• (iii) the issue and allotment of the Shares as set out in paragraph (d) below to implement the Reconstruction Deed.

• (d) The Company will issue and allot the following securities:

• (i) a minimum of 250,000,000 Shares in the Company at an issue price of 1 cent each pursuant to a Prospectus; and

• (ii) 100,000,000 Shares in the Company to Trident Capital (or its nominee) at an issue price of $0.001 each in consideration for payment of at least $100,000 to the Company.

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• (e) Completion under the Reconstruction Deed requires the following to occur contemporaneously:

• (i) the Company must:

  • issue the Shares to applicants under the Public Offer;

  • pay the sum of $515,000 to the Deed Administrators from the proceeds of the Prospectus;

  • issue the Shares to Trident Capital (or its nominee) under the Proponent Offer

(ii) Trident Capital must:

  - prepare and complete at its own expense (subject to reimbursement by the Company from the proceeds of the Offers) the Prospectus to be issued by the Company in connection with the Recapitalisation Proposal, subject to the Company’s written approval;

  - pay the sum of at least $100,000 to the Company in consideration of the issue of the Shares to Trident Capital (or its nominee) under the Proponent Offer;

• (iii) the Administrators must:

  • disburse the sum of $515,000 to the Trust Fund;

  • procure the release of all securities over the assets of the Company;

  • procure the transfer of the Assets of the Company to the Trust Fund; and

  • terminate the DOCA in accordance with the terms of the DOCA;

• (f) Trident Capital must bear the costs (subject to reimbursement by the Company from the proceeds of the Offers) relating to the preparation of the Prospectus, convening the General Meeting and preparation of Meeting Documents, lodgment of statutory accounts and ASIC and ASX fees.

The General Meeting of Shareholders took place on 25 February 2010 where the resolutions seeking approval of the recapitalisation proposal were adopted.

5.3 DEED OF COMPANY ARRANGEMENT

On 20 July 2009, pursuant to section 439A of the Corporations Act, a meeting of the Company’s creditors was held at which it was resolved that the Company execute a Deed of Company Arrangement (“DOCA”). The Company entered into the DOCA with Trident Capital on 10 August 2009, and further varied it with the approval of Creditors on 5[th] January 2010, the Deed of Variation being entered into on 20[th] January 2010.

The DOCA approved by creditors of the Company provided the following:

• (a) That it is subject to the following conditions (collectively referred to as the “DOCA Conditions”):

• (i) the Administrators allowing for funds to be raised for the benefit of Creditors by causing the Company to enter into a recapitalisation proposal with a third party; and

• (ii) the Administrators creating a Trust Fund for the benefit of Creditors and the transferring of the Assets to the Trust Fund.

Should effectuation of the DOCA not occur, then the Company will be wound up.

• (b) That following satisfaction of the DOCA Conditions:

• (i) the provable debts of the Company to Creditors are to be forgiven (“Forgiveness”);

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• (ii) in consideration of the Forgiveness, the Creditors become beneficiaries of the Trust Fund (the “Beneficiaries”);

• (iii) the Trust Fund shall receive the following (collectively referred to as the “Contributions”):

• (A) the Assets; and

• (B) $515,000;

• (iv) the Administrators must deliver the Contributions they receive to the Trustee once the Trust Fund is established and the DOCA Conditions are satisfied;

• (v) the DOCA will terminate after all of the DOCA Conditions have been satisfied, and the obligations thereunder performed;

• (vi) if any of the DOCA Conditions are not satisfied, then the DOCA could terminate and the Company would then proceed into liquidation;

• (vii) the Beneficiaries will share rateably in the Trust Fund;

• (viii) the Trust Fund will terminate when all the Contributions that are to be made to it have been received by the Trustees and distributed to the relevant Beneficiaries; and

• (ix) all costs incurred by the Administrators and Deed Administrators and the Trustees will be paid in accordance with the DOCA.

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SECTION 6 EXPERTS REPORT

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SECTION 7 RISK FACTORS

There are numerous risks associated with investing in any form of business and with investing in the share market generally. There are also a range of specific risks associated with the Company’s business.

This section identifies areas the Directors regard as major risks associated with an investment in the Company. Investors should be aware that an investment in the Company involves many risks, which may be higher than the risks associated with an investment in other companies. Intending applicants should read the whole of this Prospectus in order to fully appreciate such matters and the manner in which the Company intends to operate before any decision is made to subscribe for Shares pursuant to this Prospectus.

Applicants should be aware that there are risks associated with any share investment. The value of the Shares may be above or below the issue price under this Prospectus. The Shares allotted under this Prospectus carry no guarantee in respect of profitability, dividends or return of capital.

The Shares offered under this Prospectus should be regarded as speculative and investors should be aware that they may lose some or all of their investment. Investors should consider whether the Shares offered under this Prospectus are a suitable investment having regard to their own individual investment objectives, financial circumstances and the risk factors set out below. This list is not exhaustive and, if in any doubt, investors should consult their professional advisers before deciding whether to apply for securities pursuant to this Prospectus.

Specific risks include:

7.1 FINANCIAL REPORTING RISKS

The Company was suspended from the official list of ASX on 2 March 2009 and was subsequently placed in administration on 1 April 2009. The Company has not complied with its financial reporting obligations immediately preceding and during its administration and as such has not lodged the half-year financial reports for 31 December 2008 and 31 December 2009 or the full-year financial report for the year ending 30 June 2009. This failure to lodge the financial reports means that the Company is technically in breach of its financial reporting requirements under Chapter 2M of the Corporations Act. Shareholders should be aware that this breach may attract liability and or affect the Company’s operations going forward or may affect the Company’s ability to be reinstated to ASX. The Company has made an application to ASIC for a no action letter in respect of these reporting requirements, which ASIC has granted. The Company has recently lodged the half-year financial reports for 31 December 2008 and 31 December 2009. The Company has received a waiver in respect of the obligation to lodge a financial report for the period ending 30 June 2009. The costs of preparing the accounts will be borne out the costs of the Recapitalisation Proposal. The Company has engaged Bentleys to provide an Investigating Accountants’ Report (please refer to Section 4 ) which sets out the Company’s proforma balance sheet as at 31 December 2009.

7.2 INTELLECTUAL PROPERTY RIGHTS

The ownership of a patent does not guarantee that the rights of others are not infringed or that competitors will not develop technology to avoid patent technology in respect of which the Company has rights. The patents expire at the end of their terms, after which the Company no longer has exclusive protection.

The Company’s business success will depend, in part, on its ability to rely on patents in respect of which it has rights, maintain trade secret protection and operate without infringing on the rights of third parties. As patents can be uncertain and frequently involve complex legal and factual issues, neither the breadth of claims allowed in patents nor their enforceability can be predicted. There can be no guarantee that any patent in respect of which the Company has rights to afford the Company commercially significant protection of its technology, of its product or have commercial applications. This may have a significant adverse effect on the Company and value of its Shares. Please refer to Section 6 of this Prospectus for an evaluation of the Company’s Intellectual Property.

7.3 NO FORMAL INVESTMENT STRATEGY

On completion of the Offers and payment of funds to the creditor’s trust and on behalf of the recapitalization

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costs, the Company will have approximately $1.7M in cash reserves. The Directors intend to continue development of the existing NutriMix® business within Australia and have identified the use of funds for this purpose. The Directors will also investigate new investment opportunities as detailed in Section 3 . Significant risks exist in relation to the Directors’ ability to identify suitable opportunities and then successfully exploit those opportunities.

There may also be additional risks which the Company is exposed to as a result of these acquisitions, which are unknown at the date of this Prospectus and accordingly, are unable to be disclosed. The Directors have significant relevant experience in successfully operating ASX listed companies. Please refer to Section 3 and 8.3 for details.

7.4 SECTOR RISKS

The Company is also exposed to a number of other business risks which include higher than anticipated operating costs, an increase in competition or loss or damage to the Company’s assets, which may have a material adverse effect on the business and financial position of the Company.

7.5 INSURANCE RISKS

The Company intends to adequately insure its operations in accordance with industry practice. However, in certain circumstances, the Company’s insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of the Company.

Insurance of all risks associated with Public Companies is not always available and where available often the costs can be prohibitive.

7.6 COMPETITION RISK

The industry in which the Company is involved is subject to domestic and global competition. Whilst the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, whose activities or actions may, positively or negatively, affect the operating and financial performance of the Company’s projects and business.

7.7 ENVIRONMENTAL RISKS

The operations and proposed activities of the Company will be subject to relevant laws and regulations concerning the environment in the countries in which the Company operates. Although the NutriMix® product is produced from organic materials, as with most projects and production operations, the Company’s activities are expected to have an impact of the environment. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all relevant environmental laws. Nevertheless, there may be risks inherent in the Company’s activities, or other unforeseen circumstances which could subject the Company to extensive liability.

7.8 ACQUISITIONS

As part of its business strategy, the Company may make acquisitions of, or significant investments in, complementary companies or assets. Any such transactions would be accompanied by the risks inherent in making acquisitions of companies and assets. For example, there may be liabilities in connection with such acquisitions which are not identified in the Company’s due diligence or the acquisitions may not prove to be successful.

7.9 NO PROFIT TO DATE AND UNCERTAINTY OF FUTURE PROFITABILITY

The Company has incurred significant losses in the past resulting in it being placed into Administration. It is not possible to evaluate the Company’s future prospects based on past performance. This past performance should not impact the future opportunities for the Company. However the Company does expect to make losses in the immediate future as it develops the NutriMix® business and considers other investment opportunities. Factors that will determine the Company’s future profitability are its ability to identify and

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successfully acquire new investment opportunities, to manage its costs, to execute its development and growth strategies and to be aware of, and manage the Company through, the actions of competitors and regulatory developments. As a result, the extent of future profits, if any, and the time required to achieve sustainable profitability, is uncertain. In addition, the level of any such future profitability cannot be predicted and may vary significantly from period to period.

.

7.10 DEPENDENCE ON PERSONEL

The Company is dependent on its Directors to identify an appropriate project or assets for acquisition by the Company, and then to successfully manage that acquisition or investment through settlement, associated capital raising if required and successful operations. The loss of service of the Directors could have an adverse effect on the proposed operations of the Company.

The Company will also source external consultants with knowledge of soil nutrition and associated markets. The loss of access to such consultants could have an adverse effect on the proposed operations of the Company.

General risks include:

7.11 ECONOMIC AND GOVERNMENT RISKS

The future viability of the Company is also dependent on a number of other factors which may affect the performance of all industries, including, but not limited to, the following:

• general economic conditions in Australia and its major trading partners;

• changes in Government policies, taxation and other laws;

• the strength of the equity and share markets in Australia and throughout the world;

• movement in, or outlook on, exchange rates, interest rates and inflation rates;

• natural disasters, social upheaval or war in Australia or overseas; and

• other factors beyond the control of the Company

7.12 FUTURE CAPITAL NEEDS

Further funding of projects and potential acquisitions may be required by the Company to support its ongoing activities and operations. There can be no assurance that such funding will be available on satisfactory terms or at all. Any inability to obtain funding will adversely affect the business and financial condition of the Company and, consequently, its performance.

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SECTION 8 ADDITIONAL INFORMATION

8.1 COMPANY INFORMATION

The Company was incorporated on 1 May 1997 and was admitted to the Official List of the ASX on 25 March 2008. The Company’s Shares were suspended from trading on the ASX on 2 March 2009.

8.2 RIGHTS ATTACHING TO SHARES

Shares issued pursuant to the Offers will rank equally with all other fully paid ordinary shares on issue.

The rights attaching to the Shares are set out in the constitution of the Company. A broad summary (although not an exhaustive or definitive statement) of the rights attaching to the Shares are outlined below.

8.2.1 RANKING OF SHARES

At the date of this Prospectus, all Shares are of the same class and rank equally in all respects. Specifically, the New Shares issued pursuant to this Prospectus will rank equally with Existing Shares.

8.2.2 VOTING RIGHTS

Subject to any special rights or restrictions (at present there are none), at any Shareholder meeting, each Shareholder present in person or by proxy has one vote on a show of hands, and on a poll has one vote for each share held.

8.2.3 DIVIDEND RIGHTS

Subject to any special rights (at present there are none), any dividends that may be declared by the Company are payable on all Shares in proportion to the amount paid up.

8.2.4 VARIATION OF RIGHTS

The rights attaching to the Shares may only be varied by the consent in writing of the holders of three-quarters of the Shares, or with the sanction of a special resolution passed at a general meeting.

8.2.5 TRANSFER OF SHARES

Subject to the constitution of the Company, the Corporations Act and other relevant laws, the Shares are freely transferable.

8.2.6 GENERAL MEETINGS

Each Shareholder is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, accounts and other documents required to be furnished to Shareholders under the Company’s constitution, the Corporations Act and any other laws.

8.2.7 UNMARKETABLE PARCELS

The Company’s constitution provides for the sale of unmarketable parcels subject to any applicable law and provided a notice is given to the minority Shareholders stating that the Company intends to sell their relevant Shares unless an exemption notice is received by a specified date.

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8.2.8 RIGHTS ON WINDING UP

If the Company is wound up, the liquidator may, with the sanction of a special resolution:

• divide among the Shareholders the whole or any part of the Company’s property; and

• decide how the division is to be carried out between the Shareholders.

Subject to any special rights (at present there are none), any surplus assets (following full satisfaction of all creditors debts) on a winding up are to be distributed to Shareholders in proportion to the number of Shares held by them irrespective of the amounts paid or credited as paid.

8.3 PROFILE OF THE DIRECTORS

Mr. Guy T. Le Page – Executive Chairman

Mr Le Page B.A, B.Sc.. B.App.Sc. (Hons), MBA, G. Dip App Fin, FFin, MAusIMM is a director of RM Corporate Finance a corporate finance and advisory company.

He is also actively involved in a range of corporate initiatives from mergers and acquisitions, initial public offerings to valuations, consulting, expert witness and corporate advisory roles. Guy was a Corporate Adviser at ASX listed Stockbroker Tolhurst Noall from 1998 before joining RM Capital in 2002. Prior to his tenure at Tolhurst Noall, Guy was Head of Research at Morgan Stockbroking Limited (Perth). As Head of Research, Guy was responsible for the supervision of all Industrial and Resources Research.

As a Resources Analyst, Guy published detailed research on various mineral exploration and mining companies listed on the ASX. The majority of this research involved valuations of both exploration and production assets.

Prior to entering the stockbroking industry, he spent 10 years as an exploration and mining geologist in Australia, Canada and the United States.

His experience spans gold and base metal exploration and mining geology, and he has acted as a consultant to private and public companies. This professional experience included the production of both technical and valuation reports for resource companies.

Guy holds a Bachelor of Arts, Bachelor of Science and Master of Business Administration from the University of Adelaide, a Bachelor of Applied Science (Hons) from Curtin University of Technology and a Graduate Diploma in Applied Finance and Investment from the Financial Services Institute of Australasia. He is also a fellow of FINSIA and Member of the Australasian Institute of Mining and Metallurgy.

Guy is a director of ASX listed Tasman Resources NL, Eden Energy Ltd, Palace Resources, Red Sky Energy Ltd, Enerji Ltd and Fission Energy Limited.

Mr. Simon Mitchell – Non Executive Director

Simon Mitchell, B.Sc. (Hons), G. Dip App Fin, FFin, MAusIMM is a Geologist and Financial Analyst with over 20 years experience in the resources industry, including 10 years in the field as a development geologist and 6 years as an analyst and structured finance executive in an investment banking environment. Mr Mitchell has been heading Toro Energy’s Business Development Activities since late 2006.

Mr Mitchell commenced his geological career in the Northern Territory as a geological assistant in

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uranium and diamond exploration for Idemitsu Minerals and Stockdale Prospecting respectively. After graduating from the University of Adelaide in 1991, he then commenced a role with North Flinders Mines (subsequently Normandy NFM) as a Contract Geologist in regional exploration in various districts throughout the Northern Territory. During his period with Normandy NFM, Mr Mitchell worked on the Callie gold mine in the early definition and development period.

For the next four years to the end of 1999, Mr Mitchell enjoyed geological roles with Aurora Gold on the Toka Tindung Project in Indonesia, and RGC Exploration, working on the Hidden Valley Project in Papua New Guinea, along with grassroots exploration projects in Bolivia and project assessment roles in Peru and Chile.

Mr Mitchell undertook a Graduate Diploma in Applied Finance and Investment from 1998-2002 and followed a mining finance career path with the Commonwealth Bank of Australia. During his time at the bank, Mr Mitchell worked in diverse roles such as a finance analyst in the Metals & Mining area of Business Development through to his last role as Solutions Executive (Associate Director) in the Natural Resources Group within Corporate Finance.

Keong Chan – Non Executive Director & Company Secretary

Mr. Chan, spent a number of years with PricewaterhouseCoopers and Deloitte in Sydney, Canberra and Perth, where he was national manager for Deloitte's Australian international trade practice. This position involved the coordination of teams across Australia to perform due diligence activities on private equity transactions, analysis of establishing operations in Australia, cost minimisation programs and other restructuring activities.

In the corporate finance sector, Mr Chan has provided strategic advice to a number of companies on corporate matters in relation to, IPOs, back door listings, mergers and acquisitions, takeovers/divestments and acted as advisor to a number of ASX listed boards as well as acting as a representative for overseas funds/investment banks and mining conglomerates.

Mr Chan is currently a Director of Charterhouse Capital and holds a Bachelor of Commerce and a Masters of International Trade Law.

8.4 CORPORATE GOVERNANCE

This summary identifies the main corporate governance policies and practices that are intended to be adopted by the Directors. The Directors are committed to high standards of corporate governance in the performance of their duties.

8.4.1 THE ROLE OF THE BOARD

The Board is responsible for the overall corporate governance of the Company, and recognises the need for the highest standards of ethical behavior and accountability. The Board will be committed to administering its Corporate Governance structures to promote integrity and responsible decision-making. To the extent that they are relevant to the Company, the Company will adopt the Corporate Governance Principles and Recommendations as published by the ASX Corporate Governance Council.

The following policies and procedures will be implemented and once implemented will be available on the Company’s website:

• Statement of Board and Management Functions;

• Policy and Procedures for selection and appointment of new directors;

• Code of conduct for directors and key executives;

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• Share Trading Policy;

• Summary of procedure for selection of external auditor and rotation of engagement audit partner;

• Continuous Disclosure Policy;

• Shareholder Communications Strategy;

• Risk Management Policy;

• Process for performance evaluation of the Board, board committees, individual directors and key executives; and

• Corporate Code of Conduct.

In exercising its responsibilities, the Board recognises that there are many stakeholders in the operations of the Company, including Shareholders, co-ventures, the government and the community. The Board will consider on an ongoing basis its Corporate Governance procedures and whether they are sufficient given the size and nature of the Company’s operations.

8.4.2 COMPOSITION OF THE BOARD

The Board is comprised of three Directors, two of whom will be non-executive directors, with the Chairman taking an Executive role. The Board may seek to nominate additional persons for appointment to the Board who have the qualifications, experience and skills to augment the capabilities of the Board.

8.5 CONTINUOUS DISCLOSURE AND MARKET PRICE OF SHARES

The Company is a “disclosing entity” for the purposes of Part 1.2A of the Corporations Act. As such, it is subject to regular reporting and disclosure obligations which require it to disclose to the ASX any information which it is or becomes aware of concerning the Company and which a reasonable person would expect to have a material effect on the price or value of the securities of the Company. The Company’s Shares are currently suspended and as such no market price is available.

8.6 INTERESTS OF DIRECTORS

Other than as set out below or elsewhere in this Prospectus, no Director has, or has had within two years before lodgement of this Prospectus with ASIC:

• any interest in the formation or promotion of the Company, or in any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the Offers; and

• no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any Director, either to induce him or her to become, or to qualify them as a Director, or otherwise, for services rendered by him or her in connection with the formation or promotion of the Company or the Offers.

8.6.1 SHAREHOLDING QUALIFICATIONS

Directors are not required to hold any Shares under the constitution of the Company.

8.6.2 DIRECTORS’ SECURITY HOLDINGS

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The Directors do not have any interest in Shares or securities of the Company. Shareholders approved resolutions permitting the Directors to apply for New Shares under the Offers at the General Meeting held on 25 February 2010. Pursuant to the Directors’ proposed subscriptions under this Prospectus, the interests of the Directors in the Company at the close of the Offers are anticipated to be as follows:

Directors and	Number
their Associates	Of Shares
Mr Le Page	up to 22,000,000
Mr Mitchell	up to 3,000,000
Mr Chan	up to 3,000,000
TOTAL	up to 28,000,000

8.6.3 DIRECTORS’ REMUNERATION

The Constitution provides that each Director is entitled to such remuneration from the Company as the Directors decide, but the total amount provided to all non-executive Directors must not exceed in aggregate the amount fixed by the Company in a general meeting or, prior to an amount being fixed in general meeting, an amount determined by the Directors. The current aggregate remuneration for all non-executive Directors (as set by the Company in general meeting) will be not more than $500,000 per annum (allowing for the appointment of future Directors) to be apportioned among the non-executive Directors in such a manner as they determine.

8.7 SUBSTANTIAL INTERESTS

On completion of the Offers, the following New Shares are proposed to be issued to the following persons:

	Total of Post Consolidation New Shares
Trident Capital or its nominee	73,500,000(under the Proponent Offer)
Mr Le Page	Upto 22,000,000(under the Director Offer)
Mr Mitchell	Upto 3,000,000(under the Director Offer and Public Offer)
Mr Chan	Upto 3,000,000(under the Director Offer and Public Offer)
TOTAL	101,500,000

The 250,000,000 New Shares offered under the Public Offer will be made available to unrelated and nonassociated Shareholders. No commitments have been made with respect to the allocation of New Shares under the Public Offer.

The Company obtained approval to the issue of the New Shares referred to in table above at a General Meeting held on 25 February 2010.

At the date of this Prospectus, none of Trident Capital or the Directors holds any Existing Shares in the Company.

Voting power of Trident Capital and the Directors after the issue of New Shares

The voting power of the Trident Capital and the Directors includes those New Shares in which Trident Capital and the Directors has a relevant interest, and any additional Shares in which any associate of Trident Capital and the Directors has a relevant interest, expressed as a percentage of the total number of votes attached to all the issued voting shares in the capital of the Company.

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On completion of the Offers, the Company will have 367,912,887 Shares on issue. Once all of the New Shares have been issued under the Offers, the number of Shares in the Company in which Trident Capital and the Directors will have a relevant interest and their relevant voting power will be as follows:

	Number of Shares in which have a relevant interest	% voting power
Trident Capital or its nominees	73,500,000	19.97%
Mr Le Page	22,000,000	5.98%
Mr Mitchell	3,000,000	0.82%
Mr Chan	3,000,000	0.82%
TOTAL	101,500,000	27.58%

Intentions as to the Future of the Company

The present intentions of Trident Capital and the Directors regarding the future of the Company are as set out in Section 3 of this Prospectus.

8.8 INTERESTS AND FEES OF PROFESSIONALS

Other than as set out below or elsewhere in the Prospectus, no expert, promoter, or any other person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus, nor any firm in which any of those persons is or was a partner nor any company in which any of those persons is or was associated with has or has, within two years before lodgement of the Prospectus with ASIC:

• had any interest in the formation or promotion of the Company or in any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the Offers; and

• not recorded any amounts or benefits or has not agreed to be paid benefits for services rendered by such persons in connection with the formation or promotion of the Company or the Offers.

Price Sierakowski has acted as Solicitors to the Offers. Fees payable to Price Sierakowski for work done in relation to this Prospectus and in respect of the Offers are approximately $100,000. Price Sierakowski has performed other work in relation to the reconstruction of the Company over the last 6 months, including the preparation of Reconstruction Deed, Deed of Company Arrangement, Creditor’s Trust deed and associated variations of same. Fees payable to Price Sierakowski have been charged in accordance with their normal hourly rates.

Trident Capital has acted as corporate advisers to the Company. Fees payable to Trident Capital for work done in relation to this Prospectus and in respect of the Offers are approximately $75,000. Trident Capital has performed other work in relation to the reconstruction of the Company over the last 6 months including management of the Recapitalisation process and preparation of documentation. Fees payable to Trident Capital have been charged in accordance with their normal hourly rates and are on commercial terms.

RLF Bentley has acted as Investigating Accountant to the Offers, as well as assisting the production of accounts for the 6 months to Dec 31 2008 and the 6 months to Dec 31 2009. Fees payable to BDO Kendalls for work done in relation to the Investigating Accountants Report and associated accounting work is approximately $30,000. Bentleys has performed no other work in relation to the reconstruction of the Company. Fees payable to Bentleys have been charged in accordance with their normal hourly rates.

Computershare Investor Services Pty Limited remains the Company’s Share Registry and will be paid for these services on normal commercial rates.

Smoorenburg Pini are the Company’s Intellectual Property Lawyers and have provided Independent legal advice for inclusion in this Prospectus. They have been paid $5,000 for the provision of this advice.

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8.9 CONSENTS

Each of the parties referred to in this Section 8 :

• does not make, or purport to make, any statement in this Prospectus or on which a statement made in the Prospectus is based, other than as specified in this Section 8 ; and

• to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section 8 .

Price Sierakowski has given, and has not before lodgement of this Prospectus withdrawn its written consent to being named in this Prospectus as Solicitors to the Issue in the form and context in which it is named, together with all references to it in this Prospectus. Price Sierakowski has not authorised or caused the issue of this Prospectus and takes no responsibility for any part of this Prospectus other than the references to it.

Trident Capital has given, and has not before lodgment of this Prospectus withdrawn, its written consent to be named in this Prospectus as corporate advisor to the Issue in the form and context in which it is named, together with all references to it in this Prospectus. Other than as set out in the Reconstruction Deed (summarised in Section 5.3 of this Prospectus) Trident Capital has not authorised or caused the issue of this Prospectus and takes no responsibility for any part of this Prospectus other than the references to it.

Computershare Investor Services Pty Limited has given, and has not before lodgment of this Prospectus withdrawn, its written consent to be named in this Prospectus as the Share Registry in the form and context in which it is named, together with all references to it in this Prospectus. Computershare Limited has had no involvement in the preparation of any part of this Prospectus other than being named as Share Registry. Computershare Limited has not authorised or caused the issue of this Prospectus and takes no responsibility for any part of this Prospectus other than the references to it.

Bentleys has given, and has not before lodgement of this Prospectus withdrawn its consent to be named in this Prospectus as Investigating Accountant to the Issue in the form and context in which it is named, together with all references to it in this Prospectus. Other than providing the Investigating Accountants Report on the Company’s financial position, Bentleyshas not authorised or caused the issue of this Prospectus and takes no responsibility for any part of this Prospectus other than the references to it.

Smoorenburg Pini has given, and has not before lodgment of this Prospectus withdrawn its consent to be named in this Prospectus as Independent Legal Expert to the Issue in the form and context in which it is named, together with all references to it in this Prospectus. Other than providing the Independent Experts Report on the status of existing patents, Smoorenburg Pini has not authorised or caused the issue of this Prospectus and takes no responsibility for any part of this Prospectus other than the references to it.

Additionally, each of the following has consented to being named in this Prospectus in the capacity as noted below and have not withdrawn such consent prior to the lodgment of this Prospectus with ASIC:

• (a) Hall Chadwick (Brisbane) as the registered office of the Company; and

• (b) Blair Pleash and Richard Albarran as Deed Administrators of the DOCA.

There are a number of persons referred to elsewhere in this Prospectus who have not made statements included in this Prospectus nor are there any statements made in this Prospectus on the basis of any statements made by those persons. These persons did not consent to being named in this Prospectus and did not authorise or cause the issue of this Prospectus.

8.10 EXPENSES OF THE OFFERS

The expenses of the Offers are expected to comprise the following estimated costs and are exclusive of any

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GST payable by the Company.

Expenses Of The Offers	$
Corporate Advisory fee *	$75,000
Legal fees	$100,000
Investigating Accountant’s fees	$10,000
Accounting and Tax	$20,000
Printing and Design	$10,000
ASIC and ASX fees	$35,750
IP Report	$5,000
Outstanding IP Costs for Patent Upkeep	$30,000
Costs of additional creditor’s meeting	$15,000
Other Costs	$9,250
Contingency	$40,000
Total Estimated Expenses	$350,000

Trident Capital will receive corporate advisory fees in connection with advisory services in relation to the Recapitalisation Proposal, the Prospectus and the Offers pursuant to this Prospectus, on standard commercial terms. Further details of fees due to be paid to Trident Capital are contained in Section 8.8* above.

**Commissions of up to 6% of the value of the funds raised pursuant to the Public Offer and the Proponent Offer may be paid to holders of an AFSL licence.

8.11 LITIGATION

There is currently no past, present or pending litigation of which the Company is aware against either Company or the Company’s Directors.

8.12 TAXATION

It is the responsibility of all persons to satisfy themselves of the particular taxation treatment that applies to them in relation to the Offers, by consulting their own professional tax advisers. Neither the Company nor any of the Directors accept any liability or responsibility in respect of the taxation consequences of the matters referred to above.

8.13 ELECTRONIC PROSPECTUS

Pursuant to Class Order 00/44, ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus on the basis of a paper prospectus lodged with ASIC and the issue of shares in response to an electronic application form subject to compliance with certain provisions. If you have received this Prospectus as an electronic Prospectus please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please contact the Company and it will send you free of charge either a hard copy or a further electronic copy of the Prospectus or both.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered. In such a case, the Application Monies shall be dealt with in accordance with section 722 of the Corporations Act.

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SECTION 9 DIRECTORS’ AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorized by a resolution of the Directors.

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with ASIC and has not withdrawn that consent.

Signed for and on behalf of the Company.

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Mr Guy Le Page Executive Chairman

March 8 2010

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SECTION 10 DEFINITIONS

Definitions used in this Prospectus are as follows:

Administrators means Mr Blair Pleash and Mr Richard Albarran jointly and severally, in their capacity as deed administrators of the DOCA. Admitted Claim means the amount of a Creditor’s Claim as determined by the Deed Administrators pursuant to the DOCA. Admitted Creditor means a Creditor whose Claim has been admitted by the Deed Administrators pursuant to the DOCA. AUD $ means Australian dollars. All amounts in this Prospectus are in Australian dollars unless stated otherwise. Applicant means a person who submits an Application. Application means a valid application to subscribe for Shares under the Prospectus. Application Monies means the amount of money in dollars and cents payable for Shares pursuant to this Prospectus. Application Form means the Proponent Offer Application Form and the Public Offer Application Form attached to, and forming part of this Prospectus, or the personalised Vendor Offer Application Form (as the case may be). Associates has the meaning given in the Corporations Act. ASIC means Australian Securities and Investments Commission. Assets means all rights, property and undertakings of whatever kind and wherever situated of the Company, other than its Patent and Trademarks and associated Licence Agreement, as at 2 April 2009 including without limitation claims or actions against any former Directors or any other party. ASX means ASX Limited (ACN 008 624 691). ASX Market Rules means the ASX Market Rules issued by ASX. Bentleys means Bentleys Audit & Corporate (WA) Pty Ltd (ACN 121 222 802) Business Day means a day on which trading banks are open for business in Perth, Western Australia except a Saturday, Sunday or public holiday. Board means the Board of Directors of the Company. CHESS means ASX Clearing House Electronic Sub-register System. Claim means a debt owing (whether now, in the future or contingently) by, or a claim subsisting against or alleged to be subsisting against, the Company in favour of a person, which arose on or before 1 April 2009 irrespective of whether the debt or claim arose by virtue of contract, at law, in equity or otherwise and including (without limitation) a claim arising only in damages, a debt or a claim arising under a guarantee. Closing Date means an indicative date only of 19[th] March 2010 or other such date and time as the Company may determine. Company means Soil Sub Technologies Limited (ACN 078 388 155) (Subject to Deed of Company Arrangement). Corporations Act means the Corporations Act 2001 (Cth). Creditors means any person having a Claim. Deed Administrators means the Administrators of the DOCA. Director Offer means the offer pursuant to this Prospectus of 26,500,000 Shares at an

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issue price of $0.001 each to raise $26,500.

	issue price of $0.001 each to raise $26,500.
Directors	means the directors of the Company being Messrs Guy Le Page, Simon
	Mitchell and Keong Chan
DOCA/Deed of Company Arrangement	means the Deed of Company Arrangement executed on 10 August 2009
	between the Company and the Deed Administrators, and as varied through
	a Deed of Variation approved by Creditors on 5 January 2010 and executed
	on 20 January 2010.
Existing Shares	means the fully paid ordinary shares in the Company on issue at the date of
	this Prospectus.
Exposure Period	means the period of seven (7) days after the date of lodgement of the
	Prospectus, which period may be extended by ASIC by not more than seven
	(7) days pursuant to section 727(3) of the Corporations Act 2001.
General Meeting	means the general meeting of Shareholders held on 25 February 2010.
Issue	means the issue of Shares in accordance with the Offers.
Listing Rules	means the listing rules of ASX.
Meeting Documents	means a notice of meeting, explanatory memorandum and such other
	documents (including an independent expert’s report) as may be required
	under the Listing Rules or the Corporations Act for the purpose of
	convening and holding the General Meeting.
Minimum Subscription	means the raising of up to $2.6 million by the issue of 350,000,000 Shares
	pursuant to this Prospectus.
New Shares	means a fully paid ordinary share in the capital of the Company issued
	pursuant to the Offers contained in this Prospectus.
Notice of Meeting	means the notice convening the General Meeting.
NutriMix® Assets	means the patents enabling the Company to manufacture and market a
	highly water retentive, nutrient efficient fully organic growing medium
	product under the brand name NutriMix®
NutriMix® Product	means the fully organic growing medium formula that has been patented by
	the Company.
Offers	means the Proponent Offer, the Public Offer, the Option Offer and the
	Director Offer made under this Prospectus as set out inSection 1of this
	Prospectus.
Official List	means the official list of ASX.
Opening Date	means the first date for receipt of completed Application Forms which is
	9:00am WST on 9 March 2010 or other such date and time as the
	Company may determine.
Proponent	means Trident Capital Pty Ltd (ACN 100 561 733).
Proponent Offer	means the offer pursuant to this Prospectus of 73,500,000 Shares at an
	issue price of $0.001 each to raise $73,500.
Prospectus	means this prospectus dated 8 March 2010.
Public Offer	means the offer pursuant to this Prospectus of 250,000,000 Shares at an
	issue price of $0.01 each to raise $2,500,000.
Public Offer Application Form	means the Public Offer application form attached to this Prospectus.
Proponent Offer Application Form	means the Proponent Offer application form attached to this Prospectus.
Recapitalisation Proposal	means the proposal for the recapitalisation of the Company as described in
	Section 3.2of this Prospectus and as set out in the Notice of Meeting.
Reconstruction Deed	means the Reconstruction Deed executed on 18 August 2009 between the

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Administrators, the Company and Trident Capital and as varied through a Deed of Variation approved by Creditors on 5 January 2010 and executed on 20 January 2010. RLF Bentley means Bentleys (WA) Pty Ltd (ACN 128 948 201) Share(s) means a fully paid ordinary share or shares in the capital of the Company. Shareholder means the holders of Shares registered in the Company’s share registry. Share Registry means Computershare Investor Services Pty Limited (ACN 005 485 825) Smoorenburg Pini Smoorenburg Pini Patent & Trade Mark Attorneys Subscription Account means the bank account that will be established by the Company for the purpose of depositing all the Application Monies until such time as they are eligible for withdrawal. Trident Capital means Trident Capital Pty Ltd (ACN 100 561 733) and its associates. Trust Fund means the fund established for the benefit of the Creditors. Trustee means the Administrators acting in their capacity as trustee of the Trust Fund. WST means Perth, Western Australian local time.

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SECTION 11 APPLICATION FORMS

10.1 PROPONENT OFFER APPLICATION FORM AND INSTRUCTIONS

Soil Sub Technologies Limited (Subject to Deed of Company Arrangement) Please read all instructions on the reverse of this form

Soil Sub Technologies Limited (Subject to Deed of Coman Arrangement)	Soil Sub Technologies Limited (Subject to Deed of Coman Arrangement)	Soil Sub Technologies Limited (Subject to Deed of Coman Arrangement)	Soil Sub Technologies Limited (Subject to Deed of Coman Arrangement)	Soil Sub Technologies Limited (Subject to Deed of Coman Arrangement)	Soil Sub Technologies Limited (Subject to Deed of Coman Arrangement)	Soil Sub Technologies Limited (Subject to Deed of Coman Arrangement)	Soil Sub Technologies Limited (Subject to Deed of Coman Arrangement)	Soil Sub Technologies Limited (Subject to Deed of Coman Arrangement)	Soil Sub Technologies Limited (Subject to Deed of Coman Arrangement)	Soil Sub Technologies Limited (Subject to Deed of Coman Arrangement)	Soil Sub Technologies Limited (Subject to Deed of Coman Arrangement)	Soil Sub Technologies Limited (Subject to Deed of Coman Arrangement)	Soil Sub Technologies Limited (Subject to Deed of Coman Arrangement)	Soil Sub Technologies Limited (Subject to Deed of Coman Arrangement)	Soil Sub Technologies Limited (Subject to Deed of Coman Arrangement)	Soil Sub Technologies Limited (Subject to Deed of Coman Arrangement)	Soil Sub Technologies Limited (Subject to Deed of Coman Arrangement)	Soil Sub Technologies Limited (Subject to Deed of Coman Arrangement)	Soil Sub Technologies Limited (Subject to Deed of Coman Arrangement)	Soil Sub Technologies Limited (Subject to Deed of Coman Arrangement)	Soil Sub Technologies Limited (Subject to Deed of Coman Arrangement)	Soil Sub Technologies Limited (Subject to Deed of Coman Arrangement)	Soil Sub Technologies Limited (Subject to Deed of Coman Arrangement)	Soil Sub Technologies Limited (Subject to Deed of Coman Arrangement)	Soil Sub Technologies Limited (Subject to Deed of Coman Arrangement)
py Please read all instructions on the reverse of this form A Number of Shares applied for at $0.001 per Share B Total amount Payable by cheque(s) for Shares C Full name details, title, given name(s) (no initials) and surname or Company name Name of applicant 1 Name ofjoint applicant 2 or E Full postal address Number/Street Contact daytime telephone Number Suburb/Town State/postcode A$
																										(	)

I You should read the Prospectus dated 8 March 2010 carefully before completing this Proponent Offer Application Form. The Corporations Act prohibits any person from passing on this Proponent Offer Application Form (whether in paper or electronic form) unless it is attached to or accompanies a complete and unaltered copy of the Prospectus and any relevant supplementary prospectus (whether in paper or electronic form).

I/We declare that:

(a) this Proponent Offer Application Form is completed according to the declaration/appropriate statements on the reverse of this form and agree to be bound by the constitution of Soil Sub Technologies Limited; and

(b) I/we have received personally a copy of this Prospectus accompanied by or attached to the Proponent Offer Application Form or a copy of the Proponent Offer Application Form or a direct derivative of the Proponent Offer Application Form, before applying for Shares.

Return of the Proponent Offer Application Form with your cheque for the Application Monies will constitute your offer to subscribe for Shares in the Company. Please note that the Company will not accept electronic lodgement of Proponent Offer Application Forms or electronic funds transfer.

A signature is not required

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Guide to the Proponent Offer Application Form

This Proponent Offer Application Form relates to the Proponent Offer of Shares in Soil Sub Technologies Limited (Subject to Deed of Company Arrangement). The expiry date of the Prospectus is the date which is 13 months after the date of the original prospectus dated 8 March 2010. The Prospectus contains information about investing in the Shares of the Company and it is advisable to read this document before applying for Shares. A person who gives another person access to this Proponent Offer Application Form must at the same time and by the same means give the other person access to the Prospectus, and any supplementary prospectus (if applicable), and a Proponent Offer Application Form on request and without charge.

Please complete the all relevant sections of the Proponent Offer Application Form using BLOCK LETTERS. These instructions are cross referenced to each section of the Proponent Offer Application Form. Further particulars in the correct forms of resistible titles to use on the Application Form are contained in the table below.

• A Insert the number of Shares you wish to apply for. The Application must be for a minimum of 200,000 Shares and thereafter in multiples of 100,000 Shares.

• B Insert the relevant account Application Monies. To calculate your Application Monies, add the number of Shares applied for multiplied by 0.1 c.

• C Write the full name you wish to appear on the statement of shareholdings. This must be either your own name or the name of a company. Up to three joint Applicants may register. You should refer to the table below for the correct forms of registrable title. Applicants using the wrong form of title may be rejected. Clearing House Electronic Sub–Register System (CHESS) participants should complete their name and address in the same format as that presently registered in the CHESS system.

• D Enter your Tax File Number (TFN) or exemption category. Where applicable please enter the TFN for each joint Applicant. Collection of TFNs is authorized by taxation laws. Quotation for your TFN is not compulsory and will not affect your Application.

• E Please enter your postal address for all correspondence. All communications to you from the Shares Registry will be mailed to the person(s) and address as shown. For Joint Applicants, only one address can be entered.

• F Please enter your telephone number(s), area code, email address and contact name in case we need to contact you regarding your Application.

• G Soil Sub Technologies Limited (Subject to Deed of Company Arrangement) will apply to the ASX to participate in CHESS, operated by the ASX Settlement and Transfer Corporation Pty Ltd, a wholly owned subsidiary of ASX Limited. In CHESS, the Company will operate an electronic CHESS sub register of securities holdings and an electronic issuer sponsored sub register of securities holdings. Together the two sub registers will make up the Company’s principal register of securities. The Company will not be issuing certificates to applicants in respect of securities allotted.

• If you are CHESS participant (or are sponsored by a CHESS participant) and you wish to hold securities allotted to you under this Application in uncertified form on the CHESS sub register, complete Section G or forward your Application Form to your sponsoring participant for completion of this section prior to lodgement. Otherwise, leave Section G blank and on allotment, you will be sponsored by the Company and an SRN will be allocated to you. For Further information refer to the relevant section of the Prospectus.

• H Please complete cheque details as requested.

• Make your cheque payable to “Soil Sub Technologies Limited – Subscription Account” in Australian currency and cross it “Not Negotiable” Your cheque must be drawn on an Australian Bank.

The amount should agree with the amount shown in section B.

Sufficient cleared funds should be held in your account, as cheques returned unpaid are likely to result in your Application being rejected.

• I Before completing the Proponent Offer Application Form the Applicant(s) should read the Prospectus to which the Application relates. By lodging the Proponent Offer Application Form, the Applicant(s) agrees that this Application is for shares in Soil Sub Technologies Limited (Subject to Deed of Company Arrangement) upon and subject to the terms of this Prospectus, and agrees to take any number of Shares equal to or less than the number of Shares indicated in Section A that may be allotted to the Applicant(s) pursuant to the Prospectus and declares that all details and statements made are complete and accurate. It is not necessary to sign the Proponent Offer Application Form.

Lodgement of Applications

Return your completed Proponent Offer Application Form with cheque(s) attached to:

In Person to: OR Soil Sub Technologies Limited C/- RM Capital Pty Ltd 1175 Hay Street West Perth WA 6000	By Post to: Soil Sub Technologies Limited C/- RM Capital Pty Ltd PO Box 154 West Perth WA 6872

Proponent Offer Application Forms must be received no later than 19[th] March 2010 which may be changed immediately after the Opening Date at any time at the discretion of the Company.

Correct form of Registrable Title

Note that only legal entities are allowed to hold Shares. Applications must be in the name(s) of a natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and the surname are required for each natural person. The name of the beneficiary or any other non-registrable title may be included by way of an account designation if completed exactly as described in the example below:

Type of Investor	Correct form of Registrable Title	Incorrect form Registrable Title	of
Individual - Use Names in full,no initials	Mr John Alfred Smith	JA Smith
Minor ( a person under the age of 18) Use the name of a responsible adult,do not use the name of a minor.	John Alfred Smith	Peter Smith
Company - Use Company title, not abbreviations	ABC Pty Ltd	ABC P/L, ABC Co
Trusts - Use trustee(s) personal name(s), do not use the name of the trust	Mrs Sue Smith	Sue Smith Family Trust
Deceased Estates - Use executor(s) person name(s), do not use the name of the deceased	Ms Jane Smith	Estate of Late John Smith
Partnerships - Use partners personal names, do not use the name of the partnership	Mr John Smith and Mr Michael Smith	John Smith and Son

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10.2 PUBLIC OFFER APPLICATION FORM AND INSTRUCTIONS

Soil Sub Technologies Limited (Subject to Deed of Company Arrangement) Please read all instructions on the reverse of this form

Share Registrars Use Only A Number of Shares applied for (Minimum of 200,000 Shares then multiples of 100,000 Shares) Broker reference – Stamp only at $0.01 per Share Broker Code Adviser Code You may be allocated all of the Shares above or a lesser number B Total amount Payable by cheque(s) for Shares A$ C Full name details, title, given name(s) (no initials) and surname or Company name D Tax File Number(s) Or exemption category Name of applicant 1 Applicant 1/Company Name of joint applicant 2 or Joint applicant 2/ Trust E Full postal address F Contact Details Number/Street Contact Name Contact daytime telephone Number ( ) Suburb/Town State/postcode G Chess HIN (if applicable)

H Cheque payment details please fill out your cheque details and make your cheque payable to “Soil Sub Technologies Limited – Subscription Account”

Drawer Cheque Number BSB Number Account Number Total amount of Cheque $

I You should read the Prospectus dated 8 March 2010 carefully before completing this Public Offer Application Form. The Corporations Act prohibits any person from passing on this Public Offer Application Form (whether in paper or electronic form) unless it is attached to or accompanies a complete and unaltered copy of the Prospectus and any relevant supplementary prospectus (whether in paper or electronic form).

I/We declare that:

• (a) this Application is completed according to the declaration/appropriate statements on the reverse of this form and agree to be bound by the constitution of Soil Sub Technologies Limited; and

(b) I/we have received personally a copy of this Prospectus accompanied by or attached to the Public Offer Application Form or a copy of the Public Offer Application Form or a direct derivative of the Public Offer Application Form, before applying for Shares.

Return of the Public Offer Application Form with your cheque for the Application Monies will constitute your offer to subscribe for Shares in the Company.

Please note that the Company will not accept electronic lodgment of Public Offer Application Forms or electronic funds transfer.

A signature is not required

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Guide to the Public Offer Application Form

This Public Offer Application Form relates to the Public Offer of Shares in Soil Sub Technologies Limited (Subject to Deed of Company Arrangement). The expiry date of the Prospectus is the date which is 13 months after the date of the original Prospectus dated 8 March 2010. The Prospectus contains information about investing in the Shares of the Company and it is advisable to read this document before applying for Shares. A person who gives another person access to this Public Offer Application Form must at the same time and by the same means give the other person access to the Prospectus, and any supplementary prospectus (if applicable), and a Public Offer Application Form on request and without charge.

Please complete the all relevant sections of the Public Offer Application Form using BLOCK LETTERS. These instructions are cross referenced to each section of the Public Offer Application Form. Further particulars in the correct forms of resistible titles to use on the Application Form are contained in the table below.

• A Insert the number of Shares you wish to apply for. The Application must be for a minimum of 200,000 Shares and thereafter in multiples of 100,000 Shares.

• B Insert the relevant account Application Monies. To calculate your Application Monies, add the number of Shares applied for multiplied by 1c.

• C Write the full name you wish to appear on the statement of shareholdings. This must be either your own name or the name of the Company. Up to three joint Applicants may register. You should refer to the table below for the correct forms of registrable title. Applicants using the wrong form of title may be rejected. Clearing House Electronic Sub–Register System (CHESS) participants should complete their name and address in the same format as that presently registered in the CHESS system.

• D Enter your Tax File Number (TFN) or exemption category. Where applicable please enter the TFN for each joint Applicant. Collection of TFNs is authorized by taxation laws. Quotation for your TFN is not compulsory and will not affect your Application.

• E Please enter your postal address for all correspondence. All communications to you from the Shares Registry will be mailed to the person(s) and address as shown. For Joint Applicants, only one address can be entered.

• F Please enter your telephone number(s), area code, email address and contact name in case we need to contact you regarding your Application.

• G Soil Sub Technologies Limited (Subject to Deed of Company Arrangement) will apply to the ASX to participate in CHESS, operated by the ASX Settlement and Transfer Corporation Pty Ltd, a wholly owned subsidiary of ASX Limited. In CHESS, the Company will operate an electronic CHESS sub register of securities holdings and an electronic issuer sponsored sub register of securities holdings. Together the two sub registers will make up the Company’s principal register of securities. The Company will not be issuing certificates to applicants in respect of securities allotted.

If you are CHESS participant (or are sponsored by a CHESS participant) and you wish to hold securities allotted to you under this Application in uncertified form on the CHESS sub register, complete Section G or forward your Application Form to your sponsoring participant for completion of this section prior to lodgement. Otherwise, leave Section G blank and on allotment, you will be sponsored by the Company and an SRN will be allocated to you. For Further information refer to the relevant section of the Prospectus.

• H Please complete cheque details as requested. Make your cheque payable to “Soil Sub Technologies Limited – Subscription Account” in Australian currency and cross it “Not Negotiable” Your cheque must be drawn on an Australian Bank.

The amount should agree with the amount shown in section B.

Sufficient cleared funds should be held in your account, as cheques returned unpaid are likely to result in your Application being rejected.

• I Before completing the Public Offer Application Form the Applicant(s) should read the Prospectus to which the Application relates. By lodging the Public Offer Application Form, the Applicant(s) agrees that this Application is for shares in Soil Sub Technologies Limited (Subject to Deed of Company Arrangement) upon and subject to the terms of this Prospectus, and agrees to take any number of Shares equal to or less than the number of Shares indicated in Section A that may be allotted to the Applicant(s) pursuant to the Prospectus and declares that all details and statements made are complete and accurate. It is not necessary to sign the Public Offer Application Form.

Lodgement of Applications

Return your completed Public Offer Application Form with cheque(s) attached to:

	In Person to: OR Soil Sub Technologies Limited C/- RM Capital Pty Ltd 1175 Hay Street West Perth WA 6000	By Post to: Soil Sub Technologies Limited C/- RM Capital Pty Ltd PO Box 154 West Perth WA 6872

Application Forms must be received no later than 19 March 2010 which may be changed immediately after the Opening Date at any time at the discretion of the Company

Correct form of Registrable Title

Only legal entities are allowed to hold Shares. Applications must be in the name(s) of a natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and the surname are required for each natural person. The name of the beneficiary or any other non-registrable title may be included by way of an account designation if completed exactly as described in the examples below:

Type of Investor	Correct form of Registrable Title	Incorrect form Registrable Title
Individual Use Names in full,no initials	Mr John Alfred Smith	JA Smith
Minor ( a person under the age of 18). Use the name of a responsible adult,do not use the name of a minor.	John Alfred Smith	Peter Smith
Company - Use Company title, not abbreviations	ABC Pty Ltd	ABC P/L; ABC Co
Trusts - Use trustee(s) personal name(s), do not use the name of the trust	Mrs Sue Smith	Sue Smith Family Trust
Deceased Estates - Use executor(s) person name(s), do not use the name of the deceased	Ms Jane Smith	Estate of Late John Smith
Partnerships - Use partners personal names, do not use the name of thepartnership	Mr John Smith and Mr Michael Smith	John Smith and Son

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