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POINTERRA LIMITED Capital/Financing Update 2016

Jul 10, 2016

64255_rns_2016-07-10_bc309304-c5c4-4846-82a3-30bc2ae27606.pdf

Capital/Financing Update

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Pointerra Limited

6 July 2016

CONFIRMATIONS

Pointerra Limited (ACN 078 388 155) (formerly 'Soil Sub Technologies Limited') ( Company ) provides the following confirmations to satisfy conditions for reinstatement of the Company’s securities to quotation on ASX.

Completion of Public Offer

The Company confirms that all conditions to the offer under the prospectus dated 28 April 2016 (as supplemented by a supplementary prospectus dated 13 May 2016) ( Prospectus ) ( Public Offer ) have been satisfied and the Company has issued 166,634,364 fully paid ordinary shares ( Shares ) under the Public Offer.

Completion of acquisition of Pointerra Pty Ltd

The Company confirms that all conditions precedent to the acquisition of 100% of the issued capital of Pointerra Pty Ltd (ACN 605 297 050) (the Acquisition ) have been satisfied and the Company has completed the Acquisition.

In accordance with the Share Sale Agreement, the Company has now issued 86,666,666 fully paid ordinary shares ( Shares ) pro-rata and 165,000,000 performance shares to the shareholders of Pointerra Pty Ltd by way of consideration for the Acquisition.

Underwriting Agreement

RM Corporate Finance Pty Ltd ( RM Corporate ) has not provided written notice to the Company terminating the Underwriting Agreement. The Company has issued 42,000,000 Options to RM Corporate (or it nominees) in consideration for services provided in underwriting the Public Offer.

The Company confirms that the 120,000,000 Shares have not been issued to RM Corporate as they were taken up by investors under the Public Offer. As set out in the Prospectus, RM Corporate agreed to underwrite the Public Offer for up to 120,000,000 Shares (Minimum Subscription). As the Minimum Subscription was reached, no Shares were issued to RM Corporate pursuant to the Underwriting Agreement.

No material subsequent events

The Company confirms there have been no material subsequent events to alter the Company’s statement of financial position as detailed in the Prospectus.

No impediments

The Company confirms there are no legal, regulatory or contractual impediments to the Company undertaking the activities the subject of the commitments disclosed in the Prospectus.

Compliance with Listing Rules

Pointerra Limited | ABN 39 078 388 155 Registered Office: c/-Westar Capital Limited, Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E: [email protected]

The Company is in compliance with the Listing Rules and in particular Listing Rule 3.1.

Issue of securities

In addition to the securities issued pursuant to the Public Offer, the Acquisition and the Underwriting Agreement, the Company confirms that, as approved by the Company’s shareholders on 29 April 2016, the Company has also issued the following securities:

  • (a) 25,174,000 Shares to various parties who have advanced funds to the Company upon conversion of the principal and accrued interest under the Converting Loans;

  • (b) 10,925,000 Shares in satisfaction of various debts including:

  • (i) Fees accrued and owing to the Directors;

  • (ii) Fees accrued and owing to former directors of the Company; and

  • (iii) Amounts owing to an unrelated creditor for funds advanced to the Company,

  • (c) 12,500,000 Shares to RM Corporate Finance Pty Ltd in consideration for corporate advisory services provided to the Company; and

  • (d) 60,000,000 incentive options to Dr Robert Newman, Mr Ian Olson, Mr Neville Bassett and Mr Graham Griffiths under the ‘Employee Option Plan’

Pointerra Limited | ABN 39 078 388 155 Registered Office: c/-Westar Capital Limited, Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E: [email protected]