POINTERRA LIMITED — Capital/Financing Update 2015

Sep 17, 2015

18 September 2015

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Dear Shareholder,

INVITATION TO PARTICIPATE IN SHARE PURCHASE PLAN

On 17 September 2015, Soil Sub Technologies Limited (ACN 078 388 155) ( Company ) announced that it had entered into a conditional non-binding terms sheet to acquire 100% of the issued capital in Pointerra Pty Ltd ( Pointerra ), an emerging technology company which has developed solutions for the collection, processing, 3D rendering and realtime visualisation of massive point cloud data sets ( Acquisition ).

The Company proposes to raise up to $500,000 to pay for expenses of the proposed Acquisition and re-compliance with Chapter 1 & 2 of ASX Listing Rules. The capital raising will be conducted under a Share Purchase Plan ( SPP ).

Share Purchase Plan

The SPP entitles Eligible Shareholders (as defined below), irrespective of the size of their shareholding, to purchase up to $15,000 worth of fully paid ordinary shares in the capital of the Company ( Shares ) subject to the rules applying to custodians and multiple holdings without incurring brokerage or transaction costs.

An outline of the SPP is set out in this letter of invitation with further detail set out in the enclosed terms and conditions. An application form for the SPP ( Application Form ) is included in this package. These documents are important and should be read in their entirety. If after reading them you have any questions you should consult your stockbroker, accountant or other professional adviser.

Eligible Shareholders

The right to participate under the SPP is optional and is available exclusively to shareholders who are registered as holders of Shares at 5.00pm (WST) on 16 September 2015 ( Record Date ) and whose registered address is in Australia or New Zealand ( Eligible Shareholders ).

Issue Price

The issue price of Shares issued under the SPP will be equal to a 20% discount to the volume weighted average market price ( VWAP ) for the Shares over the last 5 days on which sales in the shares were recorded before the day on which the issue is made, rounded up to the nearest hundredth of a cent ( Issue Price ).

The VWAP of Shares over the last 5 days on which sales in the Shares were recorded on ASX immediately prior to the date of this letter of invitation was $0.001.

Maximum number of Shares

The maximum number of Shares to be issued under the SPP is limited by the ASX Listing Rules to a maximum of 30% of the Company’s existing share capital.

As at the date of this invitation the number of Shares on issue is 1,983,579,696, therefore the maximum number of Shares that may be issued under the SPP is 595,073,908.

The Company may, in its absolute discretion, undertake a scaleback so that not more than the maximum number of Shares are issued under the SPP. Scaleback decisions are made by the Board and are final.

Shortfall Placement

In the event that less than $500,000 is applied for, the full amount of the shortfall may be placed at the discretion of the Board subject to compliance with the necessary legal requirements.

Indicative Timetable*

ndicative Timetable*
Record Date for determining Eligible Shareholders	5:00pm (WST) on 16 September 2015
ASX Announcement of SPP	17 September 2015
Cleansing notice lodged with ASX	18 September 2015
SPP offer documents sent to Eligible Shareholders	18 September 2015
Closing Date of SPP	5:00pm (WST) on 9 October 2015
Issue Date (Appendix 3B lodged with ASX)	16 October 2015
Quotation on ASX of Shares issued under the SPP	19 October 2015

* These dates are indicative only. The Company may vary the dates and times of the SPP without notice. Accordingly, Eligible Shareholders wishing to apply for Shares under the SPP are encouraged to apply as early as possible.

Application Amounts

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Eligible Shareholders may apply for one of the following amounts:

	Application Amount
Offer A	$15,000
Offer B	$12,500
Offer C	$7,500
Offer D	$5,000
Offer E	$2,500

The number of Shares that would be issued for each of the application amounts will be determined by dividing the application amount by the issue price (determined on the issue date) rounded down to the nearest whole Share.

Application Procedure

Payment for applications can be made by BPAY[®1] or cheque, bank draft or money order. If paying by BPAY payment must be received by the Closing Date and you do not need to return the Application Form. If paying by cheque, bank draft or money order payment and your Application Form must be received by the Closing Date. Please refer to the Application Form for further details.

Applicants should not forward cash and direct bank transfers are not permitted.

Once an application has been made it cannot be revoked.

Multiple holdings

The maximum investment any Eligible Shareholder may apply for will remain $15,000 even if an Eligible Shareholder receives more than one letter of invitation and accompanying application form (whether in respect of a joint holding or because the shareholder has more than one holding under a separate account). It is the responsibility of the applicant to ensure that the aggregate application amount paid under the SPP or any similar arrangement in the 12 months prior to the date of application under the SPP does not exceed $15,000.

Custodians

Eligible Shareholders who hold Shares on the Record Date as a custodian for one or more persons ( Beneficiary ) may apply for up to a maximum amount of $15,000 worth of Shares in respect of each Beneficiary who is resident in Australia or New Zealand, subject to providing a Custodian Certificate to the Company. Please refer to the terms and conditions enclosed with this letter for further details.

Current Activities

Details of the Company’s current activities are set out in the announcements made by the Company to the ASX and are available from the Company’s announcements platform on the ASX website (www.asx.com.au under the ticker code “SOI”).

Queries

Should you wish to discuss further any information contained in this letter and accompanying documents, do not hesitate to contact the Company Secretary, Keong Chan on +61 (8) 6380 9200.

Yours faithfully

Guy Le Page Chairman Soil Sub Technologies Limited

1 ® Registered to BPAY Pty Ltd, ABN 69 079 137 518

Soil Sub Technologies Limited

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(ACN 078 388 155)

Share Purchase Plan – Terms and Conditions

Purpose

The purpose of the Share Purchase Plan ( SPP ) is to offer shareholders of the Company the opportunity to acquire additional Shares up to a maximum of $15,000 (when combined with any Shares issued under any arrangement similar to the SPP in the 12 months preceding the date of application under the SPP) subject to the rules applying to custodians and multiple holdings without incurring brokerage or transaction costs ( Offer ).

No disclosure document

The offer of Shares under the SPP is made in accordance with ASIC Class Order 09/425 and therefore does not require a prospectus for the purposes of Chapter 6D of the Corporations Act (2001) (Cth).

Eligible Shareholders

Shareholders who are registered as holders of Shares at the Record Date and whose registered address is in Australian or New Zealand are eligible to apply under the SPP, unless such registered shareholder holds shares on behalf of another person who resides outside Australia or New Zealand. Due to foreign securities laws, it is not practical for shareholders (or beneficial holders) resident in countries other than Australia or New Zealand to be offered the opportunity to participate in the SPP.

Invitation to participate in SPP

The Company will send an invitation to participate in the SPP to Eligible Shareholders. These terms and conditions and an application form will be enclosed with the invitation. The Offer is non-renounceable.

The invitation will set out details about the issue price of Shares to be issued under the SPP, the maximum dollar amount and maximum number of Shares to be issued under the SPP, key dates for the SPP (i.e. Record Date, Closing Date, Issue Date).

Shortfall Placement

In the event that less than $500,000 is applied for, the full amount of the shortfall may be placed at the discretion of the Board subject to compliance with the necessary legal requirements.

Application Amounts

Eligible Shareholders may apply for one of the amounts set out in the letter of invitation and the application form accompanying these terms and conditions with a maximum amount of $15,000 subject to the rules applying to custodians and multiple holdings. The maximum amount is determined with reference to any Shares issued under any arrangement similar to the SPP in the 12 months preceding the date of application under the SPP.

The number of Shares that would be issued for each of the application amounts will be determined by dividing the application amount by the issue price (determined on the issue date) rounded down to the nearest whole Share.

Application Procedure

Payment for applications can be made by BPAY® or cheque, bank draft or money order. If paying by BPAY payment must be received by the Closing Date and you do not need to return the Application Form. If paying by cheque, bank draft or money order payment and your Application Form must be received by the Closing Date. Applications will not be accepted after the Closing Date. Applicants should not forward cash and direct bank transfers are not permitted. Please refer to the Application Form for further details.

Once an application has been made it cannot be revoked.

Scale back

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The directors of the Company reserve the right in their absolute discretion to reject, or scale back, on an equitable basis, any application. Scale-back for Shares held by Custodians will be applied at the level of the underlying Beneficiary. If the Company rejects or scales-back an application or purported application, the Company will promptly return to that applicant the relevant application monies, without interest.

Agreement to be bound by constitution

Applicants agree to be bound by the Company’s constitution in respect of the Shares issued to them under the SPP.

Rejection of applications

The Company reserves the right to reject any application under the SPP to the extent it considers that the application (whether alone or in conjunction with other applications) does not comply with these terms and conditions.

Issue date

Shares issued under the SPP will be issued no later than 10 business days after the Closing Date and will, from the date of issue, rank equally in all respects with all other fully paid ordinary shares in the Company. In addition, shareholding statements or CHESS notification will be issued in respect of all Shares issued under the SPP.

Application for quotation

Application for quotation on ASX of the Shares issued under the SPP will be made immediately following the issue of those Shares.

Relationship of issue price with market price

The market price of Shares may change between the date of the Offer and the date when Shares are issued under the SPP.

By making an application under the SPP the applicant acknowledges that although the issue price of Shares issued under the SPP will be at a discount to the prevailing price traded on ASX, Shares are a speculative investment and the price of Shares on ASX may change which means the value of the Shares received under the SPP may rise or fall accordingly.

The Company recommends that you obtain your own financial advice in relation to the Offer and consider price movements of Shares prior to making an application under this Offer.

New Zealand Shareholders

The Shares offered under the SPP are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with a registered address in New Zealand and to whom the SPP is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand). This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand). This document is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

Restrictions outside Australia and New Zealand

This document may not be released or distributed in any country other than Australia and New Zealand. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in any other country. In particular, any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 (as amended) and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

Custodians, trustees and nominees

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If you are an Eligible Shareholder and hold Shares as a custodian (as defined in ASIC Class Order [CO 09/425] (refer below) ( Custodian ) you may apply for up to the maximum application amount of new Shares for each beneficiary for whom you act as custodian provided you return to the Company with your Application Form a certificate ( Custodian Certificate ) with the following information:

• you held Shares on behalf of one or more other persons who are resident in Australia or New Zealand (each a Participating Beneficiary ) at the Record Date who have subsequently instructed you to apply for Shares under the SPP on their behalf;

• the number of Participating Beneficiaries and their names and addresses;

• the number of Shares that you hold on behalf of each Participating Beneficiary;

• the dollar amount of Shares that each Participating Beneficiary has instructed you, either directly or indirectly through another custodian, to apply for on their behalf;

• that the application amount for Shares applied under the SPP for each Participating Beneficiary for whom you act plus the application amount for any other Shares issued to you as custodian for that Participating Beneficiary under any arrangement similar to the SPP in the prior 12 months does not exceed $15,000;

• that a copy of the written letter of invitation and terms of conditions of the SPP was given to each Participating Beneficiary; and

• where you hold Shares on behalf of a Participating Beneficiary indirectly, through one or more interposed custodians, the name and address of each interposed custodian.

For the purposes of ASIC Class Order [CO 09/425] you are a ‘custodian’ if you are a registered holder:

• that holds an Australian financial services licence that:

• covers the provision of a custodian or depositary service with the meaning given by section 766E of the Corporations Act 2001; or

• covers the operation of an IDPS (as defined in ASIC Class Order [13/763]); or

• that is exempt under:

• paragraph 7.6.01(1)(k) of the Corporations Regulations 2001 (the Regulations ); or

• paragraph 7.6.01(1)(na) of the Regulations; or

• ASIC Class Order [CO 05/1270] to the extent that it relates to ASIC Class Order [CO 03/184]; or

• ASIC Class Orders [CO 03/1099], [CO 03/1100], [CO 03/1101], [CO 03/1102], [CO 04/829] or [CO 04/1313] (the Class Orders ); or

• an individual instrument of relief granted by ASIC to the person in terms similar to one of the Class Orders; or

• paragraph 911A(2)(h) of the Corporations Act 2001;

from the requirement to hold an Australian financial services licence for the provision of a custodial or depositary service; or

• that is a trustee of a:

• self managed superannuation fund; or

• superannuation master trusts; or

• that is a responsible entity of an IDPS-like scheme;

• that is the registered holder of Shares and is noted on the Company’s register of members as holding the Shares on account of another person.

If you hold Shares as a trustee or nominee for another person or persons but are not a Custodian as defined above, you cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple holdings apply.

To request a Custodian Certificate and if you would like further information on how to apply, you should contact the Company’s share registry.

Multiple holdings

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The maximum investment any Eligible Shareholder may apply for will remain $15,000 even if an Eligible Shareholder receives more than one letter of invitation and accompanying application form (whether in respect of a joint holding or because the shareholder has more than one holding under a separate account). It is the responsibility of the applicant to ensure that the aggregate application amount paid under the SPP or any similar arrangement in the 12 months prior to the date of application under the SPP does not exceed $15,000.

Notices

Notices and statements made by the Company to participants may be given in any manner prescribed by the Company’s constitution.

Modification and termination of the SPP

The Company may modify or terminate the SPP at any time.

The Company will notify ASX of any modification to, or termination of, the SPP. The omission to give notice of any modification to, or termination of, the SPP or the failure of ASX to receive such notice will not invalidate the modification or termination.

Without limiting the above, the Company may issue to any person fewer Shares than the person applied for under the SPP if the issue of Shares applied for would contravene any applicable law or the ASX Listing Rules.

Dispute Resolution

The Company may, in any manner it thinks fit, settle any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP, whether generally or in relation to any participant or application. The decision of the Company in this respect will be conclusive and binding on all shareholders and other persons to whom that determination relates.

The Company reserves the right to waive strict compliance with any provision of these terms and conditions. The powers of the Company under these terms and conditions may be exercised by the directors of the Company or any delegate of the directors of the Company.