POINTERRA LIMITED — Capital/Financing Update 2015

Jul 7, 2015

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ASX:SOI

8 July 2015

Sebastian Bednarczyk Senior Adviser Listings (Perth) Level 40, Central Park 152-158 St Georges Terrace Perth WA 6000

Dear Sebastian,

SOIL SUB TECHNOLOGIES LIMITED (“SOI” or the “Company) - Appendix 3B

The Company would like to confirm the terms of capital raised by the Company in February 2015 and June 2015 (7 and 10 Convertible Notes respectively) which raised a total of $170,000 via the issue of 17 Convertible Notes, with a face value of $10,000 per Convertible Note.

The terms of the Convertible Notes are provided below:

Converting Price	Lesser of $0.001 or 80% of five day vwap. Minimum conversion price is $0.0008.
Repayment Date	12 months from date of issue.
Interest rate	4%
Restrictions on Conversion	None except must be converted between date of issue and repayment date.
Conversion by election of Company	If the directors deem that the repayment of the Note would potentially lead to financial distress then the directors, at their absolute discretion, have the right to convert the Note in part or whole, at the conversion price of 80% of VWAP five days prior to the Repayment Date.
Voluntary Repayment	Subject to consent by a Noteholder, the Company may repurchase the Convertible Notes at any time.

These securities have been issued under the Company’s 15% placement capacity available per ASX Listing Rule 7.1, therefore shareholder approval is not required. The issue is not being made to a class of security holders.

The purposes of the issues were strictly for working capital purposes and to ensure that the Company is solvent and of going concern.

Soil Sub Technologies Limited ACN: 078 388 155 Postal Address: PO Box 154 Perth WA 6872 TEL: +61-8-6380-9200, Fax Number: +61-8-6380-9299

Please find enclosed the relevant Appendix 3B.

Regards

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Keong Chan Company Secretary

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

Soil Sub Technologies Limited ABN 39 078 388 155

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Convertible Notes
	17
	 Unsecured;  $10,000 face value per Convertible Note;  Converting price lesser of $0.001 or 80% of 5 day vwap;  Repayment date 12 months from date of issue;  Interest rate of 4%;

4 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of +securities issued with security holder approval under rule 7.1A	On conversion securities will be fully paid ordinary shares
	$10,000 per Convertible Note
	Working capital
	Yes
	28 November 2014
	212,500,000
	N/A

6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remai1ning issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering +securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)	N/A	N/A
	N/A
	N/A
	N/A
	Rule 7.1 – 27,018,358 securities Rule 7.1A – 194,941,303 Shares
	27 February 2015 - 7 Convertible Notes 15 June 2015 – 10 Convertible Notes
	Number	+Class
	1,983,579,696	Fully Paid Ordinary

9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	67,500,000 671,578,269 17	Options exercisable at 1.5 cents on or before 31 December 2015. Options exercisable 0.5 cents on or before 30 November 2015. $10,000 face value per Convertible Note with converting price lesser of $0.001 or 80% of 5 day vwap, repayment date 12 months from date of issue at an interest rate of 4%.
	N/A

Part 2 - Bonus issue or pro rata issue

11	Is security	holder	holder	approval
	required?
12	Is the issue renounceable or non-
	renounceable?
13	Ratio in which		the	+securities
	will be offered
14	+Class of +securities to which the
	offer relates
15	+Record date		to	determine
	entitlements
16	Will holdings		on	different
	registers (or	subregisters) be
	aggregated	for		calculating
	entitlements?

17	Policy for deciding entitlements
	in relation to fractions
18	Names of countries in which the
	entity has +security holders who
	will not be sent new issue
	documents
	Note: Security holders must be told how their
	entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of
	acceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee
	or commission
22	Names of any brokers to the
	issue
23	Fee or commission payable to
	the broker to the issue
24	Amount of any handling fee
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of +security holders
25	If the issue is contingent on
	+security holders’ approval, the
	date of the meeting
26	Date entitlement and acceptance
	form and prospectus or Product
	Disclosure Statement will be sent
	to persons entitled
27	If the entity has issued options,
	and the terms entitle option
	holders to participate on
	exercise, the date on which
	notices will be sent to option
	holders
28	Date rights trading will begin (if
	applicable)

• 29 Date rights trading will end (if applicable)

30 How do +security holders sell their entitlements in full through a broker?

31 How do +security holders sell part of their entitlements through a broker and accept for the balance?

• 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

• 33 +Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a) Securities described in Part 1

• (b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000

• 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38	Number of securities for which
	+quotation is sought
39	Class of +securities for which
	quotation is sought
40	Do the +securities rank equally in
	all respects from the date of
	allotment with an existing +class
	of quoted +securities?
	If the additional securities do not
	rank equally, please state:
	 the date from which they do
	 the extent to which they
	participate for the next
	dividend, (in the case of a
	trust, distribution) or interest
	payment
	 the extent to which they do
	not rank equally, other than in
	relation to the next dividend,
	distribution or interest
	payment

41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

Number + Class

Quotation agreement

• 1 + Quotation of our additional + securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to

give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the + securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: ............................................................ Date: 08/07/2015.......... (Director/Company secretary)

Print name: .............Keong Chan.....................

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 10

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid ordinary
securities on issue 12 months before date 1,770,421,363
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities
issued in that 12 month period under an
exception in rule 7.2
•  117,047,222 Shares per EGM 11
Number of fully paid ordinary securities
issued in that 12 month period with September 2014
shareholder approval  44,444,444 Shares per resolutions
• Number of partly paid ordinary at AGM held 28 November 2014
securities that became fully paid in that  17,500,000 Shares per resolution
12 month period AGM held 28 November 2014
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid ordinary
securities cancelled during that 12 month
period
“A” 1,949,413,029
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• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 11

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”
“B”	0.15
	[Note: this value cannot be changed]
Multiply“A” by 0.15	292,411,954
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1
that has already been used
Insertnumber of equity securities issued or
agreed to be issued in that 12 month period
_not counting_those issued:
• Under an exception in rule 7.2	18,726,929 – issued 28 October 2014
• Under rule 7.1A
• With security holder approval under rule	16,666,667 – issued 28 November 2014
7.1 or rule 7.4
Note:	17,500,000 – issued 5 December 2014
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities	87,500,000 – issued 27 February 2015
• Include here (if applicable ) the	(deemed converting price for $70,000 of
securities the subject of the Appendix	Convertible Notes at $0.0008)
3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	125,000,000 – issued 15 June 2015 (deemed converting price for $100,000 of Convertible Notes at $0.0008)

Insertnumber of equity securities issued or	Insertnumber of equity securities issued or
agreed to be issued in that 12 month period
not	_counting_those issued:
•	Under an exception in rule 7.2	18,726,929 – issued 28 October 2014
•	Under rule 7.1A
•	With security holder approval under rule	16,666,667 – issued 28 November 2014
	7.1 or rule 7.4
Note:		17,500,000 – issued 5 December 2014
•	This applies to equity securities, unless
	specifically excluded – not just ordinary
	securities	87,500,000 – issued 27 February 2015
•	Include here (if applicable ) the	(deemed converting price for $70,000 of
	securities the subject of the Appendix	Convertible Notes at $0.0008)
•	3B to which this form is annexed It may be useful to set out issues of securities on different dates as separate line items	125,000,000 – issued 15 June 2015 (deemed converting price for $100,000 of Convertible Notes at $0.0008)
“C”		265,393,596
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1

placement capacity under rule 7.1
“A” x 0.15	292,411,954
Note: number must be same as shown in
Step 2
Subtract“C”	265,393,596
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	27,018,358
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 12

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Part 2	Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	1,949,413,029
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	194,941,303
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	0
“E”	0

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 13

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	194,941,303
Subtract“E” Note: number must be same as shown in Step 3	0
Total[“A” x 0.10] – “E”	194,941,303 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 14