RAGUSA MINERALS LTD — Capital/Financing Update 2017

Sep 25, 2017

SIV ASSET MANAGEMENT LIMITED

ACN 143 194 165

PROSPECTUS

For a non-renounceable pro rata offer to Eligible Shareholders of one Share for every one Share held at the Record Date at an issue price of $0.04 each to raise up to $513,693, together with two free attaching Options for every new Share issued

THIS OFFER CLOSES AT 5.00PM AEDT ON 17 OCTOBER 2017

VALID ACCEPTANCES MUST BE RECEIVED BEFORE THAT TIME.

Please read the instructions in this Prospectus and on the accompanying Entitlement and Acceptance Form regarding the acceptance of your Entitlement.

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT SHOULD BE READ IN ITS ENTIRETY.

IF YOU ARE IN DOUBT ABOUT WHAT TO DO, YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER WITHOUT DELAY.

THE SHARES OFFERED BY THIS PROSPECTUS ARE OF A SPECULATIVE NATURE.

RISK FACTORS ARE SET OUT IN SECTION 3, INCLUDING THE RISK THAT THE COMPANY'S SHARES MAY BECOME SUSPENDED FROM TRADING ON ASX IN THE NEAR FUTURE

CONTENTS

Section	Description	Page No
	Corporate Directory	1
	Important Notices	2
	Proposed Timetable	3
1	Details of the Offer	4
2	Action required by Shareholders	10
3	Risk Factors	12
4	Effect of the Offer	16
5	Additional Information	18
6	Authorisation	26
7	Glossary of Terms	27

CORPORATE DIRECTORY

Directors

Mr Michael Melamed Mr Simon Lindsay Mr Isaac Labkowski

Company Secretary Mr Adrien Wing

Registered Office

Level 17, 500 Collins Street Melbourne Vic. 3000 Telephone: +61 (0)3 9614 0600 Facsimile: +61 (0)3 9614 0550

ASX Code: SAM

Share Registry*

Registry Direct Level 6, 2 Russell Street Melbourne Vic. 3000

Telephone: 1300 556 635 Facsimile: +61 (0)8 9262 3723

Lawyers

Milcor Legal Level 1, 6 Thelma Street West Perth WA 6005

*This entity has not been involved in the preparation of this Prospectus and has not consented to being named in this Prospectus. Its name is included for information purposes only.

IMPORTANT NOTICES

This Prospectus is dated 26 September 2017 and was lodged with ASIC on that date. ASIC and ASX take no responsibility for the contents of this Prospectus.

No Securities will be issued on the basis of this Prospectus any later than 13 months after the date of this Prospectus, being the expiry date of this Prospectus.

A copy of this Prospectus is available for inspection at the registered office of the Company at Level 17, 500 Collins Street, Melbourne Vic. 3000, Australia, during normal business hours. The Company will provide a copy of this Prospectus to any person on request. The Company will also provide copies of other documents on request (see Section 5.4).

The Company will apply to ASX within 7 days of the date of this Prospectus for Official Quotation by ASX of the Shares offered by this Prospectus. The Company does not currently intend to apply to ASX for quotation of the Options.

The Securities offered by this Prospectus should be considered speculative. Please refer to Section 3 for details relating to investment risks.

Acceptances for Securities by Eligible Shareholders can only be made on an original Entitlement and Acceptance Form sent with this Prospectus. The Entitlement and Acceptance Form sets out an Eligible Shareholders' entitlement to participate in the Offer.

Applications for Shortfall Securities must also be made on the Entitlement and Acceptance Form. The issue of Shortfall Securities to Shareholders is in the absolute discretion of the Directors. More information on the Shortfall Offer is contained in Section 1.5.

No person is authorised to give any information or to make any representation in connection with the Offer and Shortfall Offer which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer and the Shortfall Offer.

No action has been taken to permit the offer of Securities under this Prospectus in any jurisdiction other than Australia and New Zealand.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws. This Prospectus does not constitute an offer of Securities in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus.

This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and options over continuously quoted securities, and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known by investors and professional advisers whom potential investors may consult.

PROPOSED TIMETABLE

Lodgement of Prospectus with ASIC and ASX	26 September 2017
Appendix 3B given to ASX	26 September 2017
Notice sent to Shareholders	28 September 2017
Existing Shares quoted on an "ex" basis	29 September 2017
Record Date	2 October 2017
Prospectus and Entitlement and Acceptance Form sent to EligibleShareholders	5 October 2017
Last Day to extend Closing Date	12 October 2017
Closing Date (5.00pm AEDT)*	17 October 2017
Shares quoted on a deferred settlement basis	18 October 2017
ASX notified of under subscriptions	20 October 2017
Anticipated date for the issue of the Shares and Options**	24 October 2017
Deferred settlement trading ends	24 October 2017
Normal trading (on a T+2 basis) commences	25 October 2017

* Subject to the Listing Rules, the Directors reserve the right to extend the Closing Date for the Offer at their discretion. Any extension of the Closing Date will have a consequential effect on the anticipated date for issue of the Shares and Options.

** Indicative date only.

1. Details of the Offer

1.1 The Offer

The Company is making a non-renounceable, pro rata offer of Shares at an issue price of $0.04 each to Eligible Shareholders on the basis of one Share for every one Share held at 5.00 pm (AEDT) on the Record Date together with two free attaching Options for every one Share subscribed for and issued (Offer).

A maximum of 12,842,316 Shares and 25,684,632 Options will be issued pursuant to this Prospectus.

Where the determination of the entitlement of Eligible Shareholders results in a fraction of a Share and Option, such fraction will be rounded down to the nearest whole Share and Option.

The issue price under the Offer of $0.04 per Share represents a 36.5% discount to the volume weighted average price of the Company's shares on ASX (VWAP) calculated over the 10 trading days prior to the date of this Prospectus and a 42.8% discount to the VWAP over the 30 trading days prior to the date of this Prospectus.

The Prospectus is also for the offer of the Shortfall Securities. Shareholders are entitled to participate in the offer of the Shortfall Securities by completing the relevant sections of the Entitlement and Acceptance Form. Refer to Section 1.5 for further information and details of the Shortfall Offer.

Refer to Section 5.1 for a summary of the rights attaching to the Shares and Section 5.2 for the terms and conditions attaching to the Options. All Shares issued on conversion of the Options will rank equally with the Shares on issue as at the date of this Prospectus.

1.2 Purpose of the Offer

Completion of the issue of Shares offered by this Prospectus will result in an increase in the cash on hand of up to approximately $513,693 (before payment of Offer costs). No funds will be raised by the issue of the Options. At the date of this Prospectus the Company had approximately $169,000 cash.

The funds raised under the Offer are proposed to be used to pay for the costs associated with pursuing and securing appropriate acquisition opportunities and the associated costs of the acquisition and, in the event Listing Rule 11.1.3 applies to an acquisition, the costs associated with re-complying with the listing requirements under Chapters 1 and 2 of the Listing Rules, and otherwise for general working capital and administration purposes. A breakdown of the use of funds is as follows:

Description	A$
Maximum funds raised under the Offer (before payment of thecosts of the Offer)	513,693
Pursuing and securing acquisition opportunities, and costsassociated with an acquisition and any ASX recompliancerequirements	420,000
Working Capital and Administration	72,914
Costs of Offer	20,779

Actual expenditure may differ significantly from the above estimates due to a number of factors including the outcome of activities associated with pursuing new acquisition opportunities, regulatory developments, market and general economic conditions and other factors (including the risk factors outlined in Section 3).

1.3 Your entitlement and acceptance

Your entitlement to participate in the Offer will be determined on the Record Date, being 2 October 2017. The entitlement of Eligible Shareholders receiving this Prospectus is shown on the Entitlement and Acceptance Form sent to Eligible Shareholders with this Prospectus.

You may accept all or only part of your Entitlement. If your acceptance exceeds your entitlement, unless you apply for Shortfall Securities (refer to Section 1.5), acceptance will be deemed to be for your maximum Entitlement and any surplus Application Monies will be returned (without interest).

1.4 Opening and Closing Dates

The Company will accept Entitlement and Acceptance Forms from the Record Date for determining Eligible Shareholders' entitlements, being 2 October 2017, until 5.00pm AEDT on the Closing Date, being 17 October 2017 or such other date as the Directors in their absolute discretion shall determine, subject to the requirements of the Listing Rules.

1.5 Top-Up Facility

In the event that not all Eligible Shareholders accept their full entitlement pursuant to the Offer, the Company is offering additional Securities to Eligible Shareholders on the terms and conditions below (Shortfall Offer). The number of Securities available under the Shortfall Offer will not exceed the shortfall from the Offer (Top-Up Facility).

The Shortfall Offer under the Top-Up Facility is a separate offer made pursuant to this Prospectus and will remain open until the Closing Date or such other date as the Directors determine in their absolute discretion subject to the requirements of the Listing Rules. Eligible Shareholders who take up their Entitlement in full may apply for Shortfall Securities by completing the relevant sections of the Entitlement and Acceptance Form or by completing a BPAY® payment, in accordance with the instructions referred to in this Prospectus and on the Entitlement and Acceptance Form. Shortfall Securities will be offered at an issue price of $0.04 each, which is the issue price at which the Offer has been made to Eligible Shareholders and Options will be free-attaching on a two for one basis.

The Directors propose that Shortfall Securities be allocated to Eligible Shareholders in a manner determined by the Directors at their discretion. The Company reserves the right to issue to an applicant for Shortfall Securities a lesser number of Shortfall Securities than the number applied for. If the number of Shortfall Securities issued is less than the number applied for, surplus Application Monies will be refunded in full. Interest will not be paid on any Application Monies refunded.

Shortfall Securities will have the same rights as the Shares as set out in Section 5.1 and the Options in Section 5.2.

If Shareholders wish to apply for Shortfall Securities they should complete the relevant section of the Entitlement and Acceptance Form. Refer to Section 2.4 for instructions as to how to apply for Shortfall Securities.

1.6 Shortfall Facility

After all applications are received for Securities under the Offer (including after the completion of the Top-Up Facility and the Entitlements of Ineligible Shareholders), there may still be a shortfall of allocated Securities compared to the number of Securities offered under the Offer.

The Directors reserve the right, subject to the requirements of the Listing Rules and the Corporations Act, to place remaining Shortfall Securities within three months after the Closing Date to either existing Shareholders or new investors at their discretion. If issued, the Shares will be issued at a price not less than the issue price of Shares under the Offer and the Options will be free-attaching on a two for one basis. Shareholders will not receive any payment or value for Entitlements not taken up under the Offer that are subsequently taken up under this facility.

All Shortfall Securities will be allocated at the discretion of the Directors.

1.7 No Underwriting

The Offer is not underwritten.

1.8 No rights trading

The rights to Securities under the Offer are non-renounceable. Accordingly, there will be no trading of rights on ASX and you may not dispose of your rights to subscribe for Securities to any other party. If you do not take up your Entitlement by the Closing Date, the Offer to you will lapse.

1.9 Entitlement and Acceptance Form

Acceptance of a completed Entitlement and Acceptance Form by the Company creates a legally binding contract between the Applicant and the Company for the number of Securities accepted. The Entitlement and Acceptance Form does not need to be signed to be a binding acceptance of Securities.

If the Entitlement and Acceptance Form is not completed correctly it may still be treated as valid. The Directors' decision as to whether to treat the acceptance of an Entitlement and Acceptance Form as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final.

1.10 No minimum subscription

There is no minimum subscription for the Offer.

1.11 Issue

All Securities offered by this Prospectus are expected to be issued, and security holder statements sent, on or before the date specified in the timetable. It is the responsibility of Applicants to determine their allocation prior to trading in the Securities. Applicants who sell Securities before they receive their holding statements will do so at their own risk.

1.12 Application Monies held on trust

All Application Monies received for the Securities will be held in trust in a bank account maintained solely for the purpose of depositing Application Monies received pursuant to this Prospectus until the Shares are issued. All Application Monies will be returned (without interest) if the Securities are not issued.

1.13 ASX quotation

Application will be made to the ASX no later than 7 days after the date of this Prospectus for the official quotation of the Shares. If permission is not granted by the ASX for the official quotation of the Shares offered by this Prospectus within 3 months after the date of this Prospectus (or such period as the ASX allows), the Company will repay, as soon as practicable, without interest, all Application Monies received pursuant to this Prospectus.

The Company does not currently intend to apply to ASX for quotation of the Options.

1.14 CHESS

The Company participates in the Clearing House Electronic Subregister System, known as CHESS. ASTC, a wholly owned subsidiary of ASX, operates CHESS in accordance with the Listing Rules and Securities Clearing House Business Rules.

Under CHESS, Applicants will not receive a certificate but will receive statements of their holding of Securities.

If you are broker sponsored, ASTC will send you a CHESS statement.

The CHESS statement will set out the number of Securities issued under this Prospectus, provide details of your holder identification number, the participant identification number of the sponsor and the terms and conditions applicable to the Securities.

If you are registered on the Issuer Sponsored subregister, your statement will be sent by Registry Direct and will contain the number of Securities issued to you under this Prospectus and your security holder reference number.

A CHESS statement or Issuer Sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their Security holding changes. Shareholders may request a statement at any other time, however, a charge may be made for additional statements.

1.15 Overseas Shareholders

The Offer is not being extended to any shareholders whose registered address is outside Australia or New Zealand. The Company is of the view that it is unreasonable to make the Offer to shareholders outside Australia and New Zealand, having regard to:

• (a) the number of those Shareholders;
• (b) the number and value of Securities to be offered to those persons; and
• (c) the cost of complying with overseas legal requirements.

The Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer other than for Shareholders in Australia and New Zealand. The Company is not required to make offers under the Prospectus to Shareholders other than in Australia and New Zealand. Where the Prospectus has been sent to Shareholders domiciled outside Australia or New Zealand and where the country's securities code or legislation prohibits or restricts in any way the making of the Offer contemplated by the Prospectus, the Prospectus is provided for information purposes only.

Shareholders resident in Australia or New Zealand holding Securities on behalf of persons who are resident overseas are responsible for ensuring that taking up Entitlements under the Offer does not breach regulations in the relevant overseas jurisdiction. Return of a duly completed Entitlement and Acceptance Form will be taken by the Company to constitute a representation that there has been no breach of those regulations.

The Offer is being made in New Zealand in reliance on the New Zealand Securities Act (Overseas Companies) Exemption Notice 2013. This document is not a prospectus or investment statement under New Zealand law and has not been registered or filed with, or approved by, any New Zealand regulatory authority under or in accordance with the New Zealand Securities Act 1978 or any other relevant law in New Zealand. This document may not contain all the information that an investment statement, or a prospectus under New Zealand law is required to contain.

Notwithstanding the above, the Company may (in its absolute discretion) extend the Offer to certain institutional or sophisticated shareholders who have registered addresses outside Australia and New Zealand (except the United States) in accordance with applicable law.

1.16 Risk factors

An investment in Securities should be regarded as speculative.

Applicants should note that the Company, having completed the sale of its main business undertaking in April 2017, is currently deemed by ASX to be a "cash box" and has up to six months after the sale date to identify and announce a suitable business acquisition. If this does not occur by mid-October 2017, ASX is likely to suspend trading in the Company's securities, which means its Shares cannot be traded on ASX.

THERE IS A RISK THAT THE COMPANY MAY NOT BE ABLE TO IDENTIFY AND ANNOUNCE A SUITABLE NEW BUSINESS ACQUISITION IN A REASONABLE TIMEFRAME AND, CONSEQUENTLY, ASX MAY SUSPEND ITS SHARES FROM TRADING ON ASX IN THE NEAR FUTURE.

The Company will continue to seek a suitable acquisition opportunity that meets the requirements of the Company and of ASX to in order to lift any suspension of trading in its Shares. The time taken to find a suitable acquisition opportunity is unknown.

See Section 3 for further information, which sets out a non-exhaustive list of general risks applicable to all investments in listed securities and other specific risks associated with an investment in the Company.

1.17 Taxation implications

The Directors do not consider it appropriate to give Shareholders advice regarding the taxation consequences of subscribing for Securities under this Prospectus.

The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders. As a result, Shareholders should consult their professional tax adviser in connection with subscribing for Securities under this Prospectus.

1.18 Major activities and financial information

A summary of the major activities and financial information relating to the Company for the financial year ended 30 June 2016 is in the Annual Financial Report which was lodged with the ASX on 5 April 2017.

A summary of activities relating to the Company for the half year ended 31 December 2016 is in the Half Year Statutory Accounts, lodged with the ASX on 6 April 2017.

The Company's continuous disclosure notices (i.e. ASX announcements) since 5 April 2017 are listed in Section 5.4.

Copies of these documents are available free of charge from the Company. Directors strongly recommend that Shareholders review these and all other announcements prior to deciding whether or not to participate in the Offer.

1.19 Privacy

The Company collects information about each Applicant provided on an Entitlement and Acceptance Form for the purposes of processing the Acceptance and, if the Acceptance is successful, to administer the Applicant's security holding in the Company.

By submitting an Entitlement and Acceptance Form, each Applicant agrees that the Company may use the information provided by an Applicant on the Entitlement and Acceptance Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the share registry, the Company's related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities.

If you do not provide the information required on the Entitlement and Acceptance Form, the Company may not be able to accept or process your Acceptance.

An Applicant has an entitlement to gain access to the information that the Company holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company's registered office.

1.20 Effect on Control

Given the Offer is pro rata, being conducted on a one for one basis, and there is no underwriting, there is not expected to be any significant impact on the control of the Company by the completion of the Offer. See further information on control and the impact of substantial shareholders taking up their full entitlements is set out in Section 5.8.

1.21 Potential Dilution

In addition, Shareholders should note that if they do not participate in the Offer their holdings are likely to be diluted by half (as compared to their holdings and number of Shares on issue as at the date of this Prospectus).

Examples of how the dilution may impact Shareholders, assuming full placement under the Shortfall Offer and no Options being exercised, is set out below:

Holder	Holding asat RecordDate	% as atRecordDate	Entitlementsunder Offer	Holding ifOffer notaccepted	% postOffer
Shareholder 1	1,500,000	11.68%	1,500,000	1,500,000	5.84%
Shareholder 2	1,000,000	7.79%	1,000,000	1,000,000	3.89%
Shareholder 3	750,000	5.84%	750,000	750,000	2.92%
Shareholder 4	500,000	3.89%	500,000	500,000	1.95%
Shareholder 5	250,000	1.95%	250,000	250,000	0.97%
Total	12,842,316	12,842,316		25,684,632

1.22 Enquiries concerning Prospectus

Enquiries concerning the Entitlement and Acceptance Form can be obtained by contacting Registry Direct by telephone on 1300 556 635

Enquiries relating to this Prospectus should be directed to the Company Secretary by telephone on (03) 9614 0600.

2. Action required by Shareholders

2.1 Acceptance of Securities under this Prospectus

Should you wish to accept all of your Entitlement to Securities, then applications for Securities under this Prospectus must be made on the Entitlement and Acceptance Form which accompanies this Prospectus or by completing a BPAY® payment, in accordance with the instructions referred to in this Prospectus and on the Entitlement and Acceptance Form. Please read the instructions carefully.

Please complete the Entitlement and Acceptance Form by filling in the details in the spaces provided and attach a cheque for the Application Monies indicated on the Entitlement and Acceptance Form.

Completed Entitlement and Acceptance Forms must be accompanied by a cheque in Australian dollars, crossed "Not Negotiable" and made payable to "SIV Asset Management Limited" and lodged and received at any time after the issue of this Prospectus and no later than 5.00pm (AEDT) on the Closing Date at the Company's share registry (by post) at:

Registry Direct PO Box 18366 Collins Street East Melbourne Vic 8003

If you wish to pay via BPAY® you must follow the instructions in the Entitlement and Acceptance Form. You will be deemed to have accepted your Entitlement upon receipt of the BPAY® payment by the Company. You will be deemed to have applied for Shortfall Securities under the Shortfall Offer upon receipt of a BPAY® payment by the Company of more than your Entitlement. Eligible Shareholders who elect to pay via BPAY® do not need to return their completed Entitlement and Acceptance Form for either the Offer or Shortfall Offer. If you elect to pay via BPAY® then your payment must be made before 4.00pm (AEDT) on the Closing Date. Please read the instructions carefully.

It is your responsibility to ensure that your BPAY® payment is received by the share registry no later than 4.00pm (AEDT) on the Closing Date. You should be aware that your financial institution may implement earlier cut off times with regards to electronic payments and you should therefore take this into consideration when making payment.

The Company will not be responsible for any postal or delivery delays or delay in the receipt of the BPAY® payment.

2.2 If you wish to take up part of your Entitlement only

Should you wish to only take up part of your Entitlement, then applications for Securities under this Prospectus must be made on the Entitlement and Acceptance Form which accompanies this Prospectus or by completing a BPAY® payment in respect of the portion of your Entitlement you wish to take up, in accordance with the instructions referred to in this Prospectus and on the Entitlement and Acceptance Form. Please read the instructions carefully.

Please complete the Entitlement and Acceptance Form by filling in the details in the spaces provided, including the number of Securities you wish to accept and the Application Monies (calculated at $0.04 per Share accepted), and attach a cheque for the appropriate Application Monies.

Completed Entitlement and Acceptance Forms must be accompanied by a cheque in Australian dollars, crossed "Not Negotiable" and made payable to "SIV Asset Management Limited" and lodged and received at any time after the issue of this Prospectus and no later than 5.00pm (AEDT) on the Closing Date at the Company's share registry (by post) at the address listed in Section 2.1.

If you wish to pay via BPAY® you must follow the instructions in the Entitlement and Acceptance Form. You will be deemed to have accepted your Entitlement upon receipt of the BPAY® payment by the Company. Eligible Shareholders who elect to pay via BPAY® do not need to return their completed Entitlement and Acceptance Form. If you elect to pay via BPAY® then your payment must be made before 4.00pm (AEDT) on the Closing Date. Please read the instructions carefully.

It is your responsibility to ensure that your BPAY® payment is received by the share registry no later than 4.00pm (AEDT) on the Closing Date. You should be aware that your financial institution may implement earlier cut off times with regards to electronic payments and you should therefore take this into consideration when making payment.

The Company will not be responsible for any postal or delivery delays or delay in the receipt of the BPAY® payment.

2.3 Entitlements not taken up

If you do not wish to accept any of your Entitlement, you are not obliged to do anything. The number of Shares you hold and the rights attaching to those Shares will not be affected should you choose not to accept any of your Entitlement.

2.4 Shortfall (Top-Up Facility)

If you wish to apply for Securities in excess of your Entitlement by applying for Shortfall Securities under the Top-Up Facility you may do so by completing the relevant sections of the Entitlement and Acceptance Form or by completing a BPAY® payment, in accordance with the instructions referred to in this Prospectus and on the Entitlement and Acceptance Form. Please read the instructions carefully. Any Securities applied for in excess of your Entitlement will be made under the Top Up and will be issued at the complete discretion of the Directors. Please read the instructions carefully.

Completed Entitlement and Acceptance Forms must be accompanied by a cheque in Australian dollars, crossed "Not Negotiable" and made payable to "SIV Asset Management Limited" and lodged at any time after the issue of this Prospectus and no later than 5.00pm (AEDT) on the Closing Date at the Company's share registry (by post) at the address listed in Section 2.1.

If you wish to pay via BPAY® you must follow the instructions in the Entitlement and Acceptance Form. You will be deemed to have applied for Shortfall Securities under the Shortfall Offer upon receipt of a BPAY® payment by the Company of more than your Entitlement. Eligible Shareholders who elect to pay via BPAY® do not need to return their completed Entitlement and Acceptance Form for either the Offer or Shortfall Offer. If you elect to pay via BPAY® then your payment must be made before 4.00pm (AEDT) on the Closing Date. Please read the instructions carefully.

It is your responsibility to ensure that your BPAY® payment is received by the share registry no later than 4.00pm (AEDT) on the Closing Date. You should be aware that your financial institution may implement earlier cut off times with regards to electronic payments and you should therefore take this into consideration when making payment.

The Company will not be responsible for any postal or delivery delays or delay in the receipt of the BPAY® payment.

2.5 Enquiries concerning your entitlement

If you have any queries concerning your Entitlement please contact Registry Direct via telephone on 1300 556 635.

3. Risk Factors

Activities in the Company and its controlled entities, as in any business, are subject to risks, which may impact on the Company's future performance. The Company and its controlled entities have implemented appropriate strategies, actions, systems and safeguards for known risks, however, some are outside its control.

The Directors consider that the following summary, which is not exhaustive, represents some of the major risk factors which Shareholders need to be aware of in evaluating the Company's business and risks of increasing your investment in the Company. Shareholders should carefully consider the following factors in addition to the other information presented in this Prospectus.

The principal risks include, but are not limited to, the following:

3.1 Specific Risks Associated with the Company

(a) New Business Opportunities

The Company completed the sale of its main business undertaking in April 2017 and is currently focussing on pursuing new business opportunities, including opportunities in sectors different to that of its previous business.

The acquisition of new business opportunities (whether completed or not) may require payment of monies (as a deposit or exclusivity fee) after only limited due diligence and prior to the completion of comprehensive due diligence. If any proposed acquisition is not completed, monies already advanced may not be recoverable.

Furthermore, notwithstanding that an acquisition may proceed upon completion of due diligence, the risks associated with operating a new business or project will also apply. Any such new business or project will also be subject to the risks associated with the industry in which they operate.

(b) Suspension Risk

There is a risk that the Company may not be able to identify and acquire a suitable new business in a reasonable timeframe.

ASX will allow the Company to remain as a "cash box" for up to six months after the sale of its main undertaking, with the intent that during that time the Company will look to find another business to acquire. IF A SUITABLE ACQUISITION IS NOT IDENTIFIED AND ANNOUNCED BY MID-OCTOBER 2017, ASX IS LIKELY TO SUSPEND TRADING IN THE COMPANY'S SECURITIES. ONCE SUSPENDED THERE IS NO GUARANTEE THAT THE SUSPENSION WILL EVER BE LIFTED.

(c) Change in the Nature and Scale of Activities

As part of any acquisition, ASX will likely require the Company to re-comply with the requirements of Chapters 1 and 2 of the Listing Rules on the basis that the acquisition will represent a change in nature and scale of the Company's activities.

Even if an acquisition opportunity is identified, there is a risk that the Company will not be able to satisfy one or more of those requirements and, if not already suspended, the Company's securities will likely be suspended from trading.

(d) Pre-Emptive Capital Raising and Escrow Risk

It is ASX's policy (as set out in Guidance Note 12) that, in circumstances where ASX considers a capital raising to be a "pre-emptive capital raising" ahead of a proposed acquisition and change in the nature and/or scale of an entity's activities that is not within the spirit and intent of the Listing Rules, ASX may take appropriate remedial action including:

• directing the entity to unwind or cancel the capital raising
• exercising its discretion not to quote securities issued under the raising
• suspending trading in the entity's securities
• refuse to re-admit the entity to the Official List where the entity seeks to recomply with Chapters 1 and 2 of the Listing Rules and relist, and
• terminating the entity's listing.

In addition, ASX may classify some or all of the securities issued under the capital raising as restricted securities, making them subject to the escrow requirements in Chapters 9 and Appendices 9A and 9B of the Listing Rules.

The Company is of the view that the capital to be raised under the Offer is not substantially more than is reasonably needed for the purposes of the Company pursuing and securing acquisition opportunities, and costs associated with an acquisition and any ASX recompliance requirements.

Despite this view, there remains a risk that ASX could consider the Offer to be a "pre-emptive capital raising" pursuant to Guidance Note 12, which may have any one or more of the abovementioned consequences.

(e) De-Listing after Long Term Suspension

It is ASX's policy (as set out in Guidance Note 33) to remove from the Official List any company whose securities have been suspended from trading for a continuous period of three years, subject to the right to a short extension in certain limited circumstances.

If the Company's securities are suspended from trading and no suitable acquisition is identified within three years of that suspension commencing, the Company is likely to be de-listed from ASX.

(f) No Current Operating Revenue

The Company does not have any active business operations and has no source of operating revenue to offset operating expenses. It will not do so until another operating business is acquired or undertaken. As such it is possible that the Company's cash flow position will remain negative and its financial position may thus worsen.

A failure by the Company to successfully mitigate the risk of this occurring may cause the Company's financial position to deteriorate and affect the Company's ability to operate as a going concern.

(g) Future Capital Requirements

The Company will likely need to raise funds in the future, whether by way of debt or equity.

The ability of the Company to meet this future requirement will be dependent on the Company's continued access to credit markets, funding sources and financing facilities.

There can be no assurance that such funding will be available on satisfactory terms or at all at the relevant time. Any inability to obtain additional funding will adversely affect the financial condition of the Company and consequently its performance.

(h) AFML Claim

As announced to ASX on 17 May 2017 and 1 June 2017, the Company has received correspondence from Aurora Funds Management Limited (AFML), the Company's former subsidiary sold in March 2015, claiming that the Company is required to pay an aggregate to AFML $402,350 (plus GST) relating to profits generated by the Company post-acquisition in respect of the SIV Investment Fund and the Orion Investment Options Fund.

The Company has denied the claims, however if proven they will impact adversely on the Company's operations, financial performance and financial position.

The Company is not currently engaged in any other dispute or litigation.

3.2 General Risks

(a) Market conditions

Share market conditions may affect the value of the Company's quoted securities regardless of the Company's operating performance. Share market conditions are affected by many factors such as:

• (i) general economic outlook;
• (ii) introduction of tax reform or other new legislation;
• (iii) interest rates and inflation rates;
• (iv) changes in investor sentiment toward particular market sectors;
• (v) the demand for, and supply of, capital; and
• (vi) terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and technology stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

(b) Economic and government risks

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

• (i) general economic conditions in jurisdictions in which the Company operates;
• (ii) changes in government policies, taxation and other laws in jurisdictions in which the Company operates;
• (iii) the strength of the equity and share markets in Australia and throughout the world, and in particular investor sentiment towards the online classified advertising sector;
• (iv) movement in, or outlook on, interest rates and inflation rates in jurisdictions in which the Company operates; and
• (v) natural disasters, social upheaval or war in jurisdictions in which the Company operates.

(c) Litigation

The Company is exposed to the risk of actual or threatened litigation or legal disputes in addition those claims identified under Section 3.1. If any such additional claim was successfully pursued it may adversely impact the financial performance, financial position, cash flow and share price of the Company.

(d) Investment risk

The Shares to be issued pursuant to this Prospectus should be considered speculative. They carry no guarantee as to payment of dividends, return of capital or the market value of the Shares. The prices at which an investor may be able to trade the Shares may be above or below the price paid for the Shares. While the Directors commend the Offer, prospective investors must make their own assessment of the likely risks and determine whether an investment in the Company is appropriate to their own circumstances.

(e) Unforeseen risk

There may be other risks which the Directors are unaware of at the time of issuing this Prospectus which may impact on the Company, its operation and/or the valuation and performance of the Shares.

(f) Combination of risks

The Company may not be subject to a single risk. A combination of risks, including any of the risks outlines in this Section could affect the performance valuation, financial performance and prospects of the Company.

(g) Unforeseen expenditure risk

Expenditure may need to be incurred that has not been taken into account in the preparation of this Prospectus. Although the Company is not aware of any additional expenditure requirements, if such expenditure is subsequently incurred, this may adversely affect the expenditure proposals of the Company.

3.3 Investment speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Securities offered under this Prospectus

Potential investors should consider that the investment in the Company is highly speculative and should consult their professional advisers before deciding whether to apply for Securities pursuant to this Prospectus.

4. Effect of the Offer

4.1 Capital Structure on completion of the Offer

	No. Shares	No. Options
Balance at the date of this Prospectus	12,842,316	-
To be issued under the Offer	12,842,316	25,684,632
Balance after the Offer(if fully subscribed)	25,684,632	25,684,632

4.2 Pro Forma Statement of Financial Position

	Unaudited	Pro forma	Pro forma
	30 June 20171	30 June 20172	30 June 20173
	(A$)	(A$)	(A$)
Current assets
Cash and cash equivalents	238,729	316,955	830,648
Trade and other receivables	-	-	-
Deferred expenses	-	-	-
Other current assets	27,456	27,959	27,959
Total current assets	266,185	344,914	858,606
Non-current assets	-	-	-
Loans and receivables	-	-	-
Total non-current assets	-	-	-
Total assets	266,185	344,914	858,606
Current liabilities
Trade and other payables	91,247	91,247	91,247
Other current liabilities 18	-	-
Unearned revenue	-	-
Total current liabilities	91,247	78,747	78,747
Non-current liabilities
Financial liabilities	-	-
Total non-current liabilities	-	-	-
Total liabilities	91,247	78,747	78,747
Net assets	174,938	266,167	779,859
Equity
Share capital	7,709,252	7,787,981	8,301,672
Accumulated losses	(7,534,314)	(7,521,814)	(7,521,813)
Total equity	174,938	266,167	779,859

Notes:

1. Unaudited historical consolidated statement of financial position of the Company as at 30 June 2017.

2. Pro forma consolidated statement of financial position of the Company upon completion of the placement of

Shares to sophisticated investors of $83,754, less costs, as announced to ASX on 31 July 2017.

1. Pro forma consolidated statement of financial position of the Company assuming the Offer is fully subscribed for $513,693, excluding costs of the Offer.

Basis of Preparation

The above pro forma statement of financial position has been prepared in accordance with the ASIC Regulatory Guide to Disclosing non-IFRS Financial Information (issued December 2011).

The pro forma statement of financial position has been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and settlement of liabilities in the normal course of business.

Pro Forma Adjustments

The third column of the pro forma statement of financial position has been prepared based on the unaudited statement of financial position as at 30 June 2017 that has then been adjusted to reflect:

• (a) the funds raised in the equity placement to sophisticated investors announced to ASX on 31 July 2017 (as set out in the second column); and
• (b) the following transactions and events relating to the issue of 12,842,316 Shares under this Prospectus:
  • (i) increase in cash of $513,693 being the maximum amount raised from the Offer (excluding costs of the Offer); and
  • (ii) increase in contributed equity of $513,693 being the issue of 12,842,316 shares at an issue price of $0.04 each pursuant to the Offer less costs of the Offer of $20,779.

4.3 Market price of Shares

The highest and lowest market sale prices of the Company's Shares on ASX during the 3 months immediately preceding the date of lodgement of this Prospectus with ASIC and the respective dates of those sales were:

Highest: $0.070 per Share on 21 and 29 August, and 6 and 11 September 2017

Lowest: $0.063 per Share on 21 September 2017

The latest available market sale price of the Shares on ASX prior to the date of lodgement of this Prospectus with ASIC was $0.063 per Share on 21 September 2017.

The issue price under the Offer of $0.04 per Share represents a 36.5% discount to the VWAP calculated over the 10 trading days prior to the date of this Prospectus and a 42.8% discount to the VWAP over the 30 trading days prior to the date of this Prospectus.

4.4 Dividend policy

The Directors are not able to say when and if dividends will be paid in the future, as the payment of any dividends will depend on the future profitability, financial position and cash requirements of the Company.

5. Additional information

5.1 Rights attaching to Shares

A summary of the rights attaching to Shares in the Company is set out below. This summary is qualified by the full terms of the Constitution (a full copy of the Constitution is available from the Company on request free of charge) and does not purport to be exhaustive or to constitute a definitive statement of the rights and liabilities of Shareholders. These rights and liabilities can involve complex questions of law arising from an interaction of the Constitution with statutory and common law requirements. For a Shareholder to obtain a definitive assessment of the rights and liabilities which attach to Shares in any specific circumstances, the Shareholder should seek legal advice.

The Shares to be issued under this Prospectus will rank equally with the existing Shares.

(a) Voting

At a general meeting, on a show of hands every Shareholder present in person has one vote. At the taking of a poll, every Shareholder present in person or by proxy and whose Shares are fully paid has one vote for each of his or her Shares. On a poll, the holder of a partly paid share has a fraction of a vote with respect to the Share. The fraction is equivalent to the proportion which the amount paid (not credited) bears to the total amount paid and payable (excluding amounts credited).

(b) General Meetings

Each Shareholder is entitled to receive notice of, attend and vote at general meetings of the Company and to receive all notices, financial statements and other documents required to be sent to Shareholders under the Constitution, the Corporations Act and the Listing Rules.

(c) Dividends

The Directors may pay to Shareholders any interim and final dividends as, in the Directors' judgement, the financial position of the Company justifies. The Directors may fix the amount, the timing for payment and the method of payment. All dividends must be paid to the Shareholders in proportion to the number of, and the amount paid on (not credited), the Shares held.

(d) Transfer of Shares

Generally, all Shares in the Company are freely transferable subject to the procedural requirements of the Constitution, and to the provisions of the Corporations Act, the Listing Rules and the ASX Operating Rules. The Directors may decline to register an instrument of transfer received where the transfer is not in registrable form or where refusal is permitted under the Listing Rules or the ASX Operating Rules. If the Directors decline to register a transfer the Company must give reasons for the refusal. The Directors must decline to register a transfer when required by the Corporations Act, the Listing Rules or the ASX Operating Rules.

(e) Variation of Rights

The Company may only modify or vary the rights attaching to any class of shares with the prior approval by a special resolution of the shareholders of the shares of that class, or with the written consent of the holders of at least three-quarters of the issued shares of that class.

(f) Directors

The minimum number of Directors is three. Directors, other than the managing Director, must retire on a rotational basis so that one-third of Directors must retire at each annual general meeting. No Director except a Managing Director shall hold office for a period in excess of three years, or until the third annual general meeting following his or her appointment. The Directors may appoint a director either in addition to existing Directors or to fill a casual vacancy, who then holds office until the next general meeting.

(g) Decisions of Directors

Questions arising at a meeting of Directors are decided by a majority of votes. The Chairman has a casting vote.

(h) Issue of Further Shares

Subject to the Constitution, the Corporations Act and the Listing Rules, the Directors may issue, or grant options in respect of, Shares to such persons on such terms as they think fit. In particular, the Directors may issue preference shares, including redeemable preference shares, and may issue shares with preferred, deferred or special rights or restrictions in relation to dividends, voting, return of capital and participation in surplus on winding up.

(i) Alteration to the Constitution

The Constitution can only be amended by a special resolution passed by at least 75% of Shareholders present and voting at a general meeting. At least 28 days' notice of the intention to propose the special resolution must be given.

(j) ASX Listing Rules Prevail

To the extent that there are any inconsistencies between the Constitution and the Listing Rules, the Listing Rules prevail.

5.2 Terms and conditions of Options

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

The Options have an exercise price of $0.12 (Exercise Price)

(c) Expiry Date

Each Option will expire at 5.00pm (AEDT) on 31 October 2019 (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Notice of Exercise

The Options may be exercised by notice in writing to ASY (Notice of Exercise) and payment of the Exercise Price for each Option being exercised. Any Notice of Exercise of an Option received by ASY will be deemed to be a notice of the exercise of that Option as at the date of receipt.

(e) Shares issued on exercise

Shares issued on exercise of the Options will rank equally with the then shares of the Company.

(f) Quotation of Shares on exercise

Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(g) Timing of issue of Shares

After an Option is validly exercised, the Company must, within, 15 Business Days of the notice of exercise and receipt of cleared funds equal to the sum payable on the exercise of the Option:

• (i) issue the Share; and
• (ii) do all such acts, matters and things to obtain the grant of official quotation of the Share on ASX no later than 5 Business Days after issuing the Shares.

(h) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will give holders of the Options notice of the proposed issue prior to the date for determining entitlements to participate in any such issue.

(i) Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

• (i) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and
• (ii) no change will be made to the Exercise Price.

(j) Adjustment for entitlement issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of an Option will be reduced according to the following formula:

New exercise price = O - E[P-(S+D)] N+1

• O = the old Exercise Price of the Option.
• E = the number of underlying Shares into which one Option is exercisable.
• P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.
• S = the subscription price of a Share under the pro rata issue.
• D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).
• N = the number of Shares with rights or entitlements that must be held to receive a right to one Share.

(k) Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Optionholders may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

(l) Options not quoted

The Company will not apply to ASX for quotation of the Options, but retains the right, not obligation, to do so prior to their expiry.

(m) Options not transferable

The Options are not transferable except with the prior written consent of the Company.

(n) Lodgement Instructions

Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for shares on exercise of the Options with the appropriate remittance should be lodged at the Company's share registry.

5.3 Company is a disclosing entity

The Company is a disclosing entity under the Corporations Act. It is subject to regular reporting and disclosure obligations under both the Corporations Act and the Listing Rules of ASX.

Copies of documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, an ASIC office (see Section 5.4 below).

5.4 Copies of documents

Copies of documents lodged by the Company in connection with its reporting and disclosure obligations may be obtained from, or inspected at, an office of ASIC. The Company will provide free of charge to any person who requests it during the period of the issue, a copy of:

• (a) the Annual Financial Report of the Company for the transitional 6 month period ended 30 June 2015, being the last financial year for which an annual financial report has been lodged with ASIC in relation to the Company before the issue of this Prospectus;
• (b) the half-year financial report for the half-year ended 31 December 2015 lodged by the Company with the ASX on 22 February 2016; and
• (c) the following continuous disclosure notices given by the Company to notify the ASX of information relating to the Company during the period from the date of lodgement of the Annual Financial Report referred to in paragraph (a) and before the date of issue of this Prospectus are as follows:

Date Lodged	Subject of Announcement
31/08/2017	Appendix 4E - Preliminary Final Report
24/08/2017	Change in substantial shareholding
15/08/2017	Becoming a substantial shareholder
14/08/2017	Change in substantial holding
11/08/2017	Change in substantial shareholding
10/08/2017	Change in substantial holding
08/08/2017	Ceasing to be a substantial holder from KBC
04/08/2017	Completion of placement - Appendix 3B and Cleansing Notice
01/08/2017	Prospectus
31/07/2017	Placement Confirmation
27/07/2017	Appendix 4C – quarterly – June 2017
27/07/2017	Trading Halt
21/07/2017	Capital Raising Initiatives
12/07/2017	Change of address
11/07/2017	Appendix 3Z
11/07/2017	Resignation of Director
05/07/2017	Change of Director's interest notice updated
04/07/2017	Becoming a substantial holder
03/07/2017	Change in substantial holding
03/07/2017	Ceasing to be a substantial holder
03/07/2017	Ceasing to be a substantial holder
03/07/2017	Change of Director's Interest Notice
27/06/2017	Appendix 3Z
27/06/2017	Appendix 3Z
27/06/2017	Resignation of Directors
26/06/2017	Appendix 3X
26/06/2017	Appendix 3X
26/06/2017	Board Appointments
26/06/2017	Company Secretary Appointment/Resignation
13/06/2017	Transfer of SIV Funds Update
06/06/2017	Company Update and Release of Escrow
01/06/2017	Update on claim by AFML
17/05/2017	Claim by AML
15/05/2017	Trading Halt
24/04/2017	Company Secretary Appointment/Resignation
18/04/2017	Completion of Transfer of Loans
10/04/2017	Reinstatement to Official Quotation
10/04/2017	Business Update
10/04/2017	Results of Meeting
10/04/2017	Chairman's Address to Shareholders
06/04/2017	Appendix 4D - Half Year Report - December 2016
05/04/2017	Appendix 4G and Corporate Governance Statement

The following documents are available for inspection throughout the application period of this Prospectus during normal business hours at the registered office of the Company at Level 17, 500 Collins Street, Melbourne Vic. 3000, Australia:

• (i) this Prospectus;
• (ii) Constitution; and
• (iii) the consents referred to in Section 5.11 and the consents provided by the Directors to the issue of this Prospectus.

5.5 Information excluded from continuous disclosure notices

Other than as disclosed in this Prospectus, there is no information which has been excluded from a continuous disclosure notice in accordance with the Listing Rules, and which is required to be set out in this Prospectus.

5.6 Determination by ASIC

ASIC has not made a determination which would prevent the Company from relying on section 713 of the Corporations Act in issuing the Securities under this Prospectus.

5.7 Directors' interests

(a) Interests

Except as disclosed in this Prospectus, no Director, and no firm in which a Director has an interest:

• (i) has any interest, nor has had any interest in the last two years prior to the date of this Prospectus, in the formation or promotion of the Company, the Offer, the Shortfall Offer or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer or Shortfall Offer; or
• (ii) has been paid or given, or will be paid or given, any amount or benefit to induce him or her to become, or to qualify as, a Director, or otherwise for services rendered by him or her in connection with the formation or promotion of the Company, the Offer or the Shortfall Offer.

(b) Directors' Holdings

Set out in the table below are details of the Directors' relevant interests in Shares and at the date of this Prospectus and their proposed participation in the Offer. There are currently no other securities on issue in the Company.

Director	No. ofShares	Entitlementto Shares	Entitlementto Options
Simon Lindsay	254,338	127,169	254,338
Michael Melamed	-	-	-
Isaac Labkowski	-	-	-

Notes:

(1) Shares are held directly or indirectly by the Director or a related party of the Director.

(2) Entitlement to subscribe for Securities that will be held directly or indirectly.

(3) At the time of lodging this Prospectus, Mr Lindsay has advised that he (or his nominees) intend to take up approximately 50% of their Entitlement under the Offer.

(c) Remuneration of Directors

Mr Lindsay was appointed to the Board in April 2010 and Messrs Melamed and Labkowski were appointed on 26 June 2017.

In accordance with the Constitution, an aggregate amount of up to $100,000 per annum may be paid as non-executive Directors' fees.

It is currently resolved that each non-executive Director is entitled to receive fees of $2,000 per month (inclusive of superannuation). Payments of Directors' fees will be in addition to any payments to Directors in any employment or consultancy capacity. Each of Messrs Melamed and Labkowski have received $6,000 (excluding GST) and $4,000 respectively from the Company in the past two years.

Mr Lindsay currently receives a monthly salary of $2,000 (inclusive of superannuation) for his role as Managing Director of the Company. In the past two years, Mr Lindsay has received $28,000 (inclusive of superannuation and excluding GST) in that capacity.

5.8 Substantial Shareholders

Shareholders holding 5% or more of the Shares on issue as at the date of this Prospectus are set out in the table below. There are currently no other securities on issue in the Company. The effect of the Offer on the voting power of these Shareholders is reliant on the take up of Entitlement by other Shareholders and the subsequent placing of any Shortfall Securities. The table also indicates the impact on their shareholdings in the event they take up their full entitlements, no other Shares are issued (which the Directors consider unlikely) and no Options are exercised.

Shareholder1	Holding asat RecordDate	% as atRecordDate	Entitlementsunder Offer	Holding ifOffer notaccepted	% postOffer2
Paul Melling andAssociates Pty Ltd	1,673,170	13.03%	1,673,170	3,346,340	20.92%
Halevi Pty Ltd	1,482,675	11.55%	1,482,675	2,965,350	9.27%

Notes

1. At the time of lodging this Prospectus, neither of the above Shareholders has indicated whether or not they intend to exercise their Entitlement under the Offer.

2. Assumes no other Shareholder takes up Entitlement and no Options exercised.

The Directors consider it extremely unlikely that no other Shareholder will take up their Entitlement. In addition, the Shortfall Offer (including the Top-Up Facility) is available which means that at least some of the Shares not issued pursuant to Entitlement acceptances are likely to be issued under the Shortfall Offer.

The Board will not issue any Shortfall Securities to any party that will result in the party having voting power in the Company of 20% or more. By reason of the above, the Offer should not have a material effect on the control of the Company and any change in the voting power of the above Shareholders is reliant upon the take up of Entitlement by other Shareholders and the subsequent placing of any Shortfall Securities.

5.9 Interests of Named Persons

Except as disclosed in this Prospectus, no expert, promoter or other person named in this Prospectus as performing a function in a professional, advisory or other capacity:

• (a) has any interest nor has had any interest in the last two years prior to the date of this Prospectus in the formation or promotion of the Company, the Offer, the Shortfall Offer or property acquired or proposed to be acquired by the Company in connection with its formation or promotion, the Offer or the Shortfall Offer; or
• (b) has been paid or given or will be paid or given any amount or benefit in connection with the formation or promotion of the Company, the Offer or the Shortfall Offer.

Milcor Legal will be paid fees of approximately $12,000 (plus GST) in relation to the preparation of this Prospectus and related matters regarding the capital raising. In the past two years, Milcor Legal has received $3,000 (excluding GST) for the provision of legal services to the Company.

5.10 Expenses of issue

The estimated expenses of the Offer (excluding GST) are as follows:

Expenses	$
ASIC lodgement fee	2,400
ASX quotation fee*	3,979
Legal expenses	12,000
Printing, mailing and other expenses	1,800
Share registry expenses	600
Total	$20,779

* Assumes all Shares available under the Offer are issued.

5.11 Consents

The following consents have been given in accordance with the Corporations Act and have not been withdrawn as at the date of lodgement of this Prospectus with ASIC:

Milcor Legal has given, and has not withdrawn, their written consent to being named in this Prospectus as solicitors to the Company. Milcor Legal has not authorised or caused the issue of this Prospectus or the making of the Offer under this Prospectus. Milcor Legal makes no representation regarding, and to the extent permitted by law excludes any responsibility for, any statements in or omissions from any part of this Prospectus.

Registry Direct has given and, as at the date hereof, has not withdrawn, its written consent to be named as share registry in the form and context in which it is named. Registry Direct has had no involvement in the preparation of any part of this Prospectus other than being named as share registrar of the Company. Registry Direct has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of this Prospectus.

6. Authorisation

This Prospectus is authorised by each of the Directors of the Company. This Prospectus is signed for and on behalf of Company by:

Simon Lindsay

Managing Director

Dated: 26 September 2017

7. Glossary of Terms

These definitions are provided to assist persons in understanding some of the expressions used in this Prospectus.

$ means Australian dollars.

Acceptance means a valid application for Shares made pursuant to this Prospectus on an Entitlement and Acceptance Form.

AEDT means Australian Eastern Daylight-Savings Time.

AEST means Australian Eastern Standard Time.

Annual Financial Report means the financial report lodged by the Company with ASIC in respect to the year ended 30 June 2016 and includes the corporate directory, chairman's report, review of activities, Shareholder information, financial report of the Company and its controlled entities, together with a Directors' report in relation to that financial year and the auditor's report.

Applicant means a person who submits an Entitlement and Acceptance Form.

Application Monies means application monies for Shares received by the Company.

ASIC means Australian Securities and Investments Commission.

ASTC means ASX Settlement Pty Ltd ACN 008 504 532.

ASX means ASX Limited ACN 008 624 691.

Board means the Directors meeting as a board.

Business Day means Monday to Friday inclusive, other than a day that ASX declares is not a business day.

CHESS means ASX Clearing House Electronic Subregister System.

Closing Date means the date identified as such in the proposed timetable or such later date as the Directors may determine.

Company means SIV Asset Management Limited ACN 143 194 165

Constitution means the constitution of the Company as at the date of this Prospectus.

Corporations Act means Corporations Act (Cth) 2001.

Directors mean the directors of the Company as at the date of this Prospectus.

Eligible Shareholder means a person registered as the holder of Shares on the Record Date whose registered address is in Australia or New Zealand.

Entitlement means an Eligible Shareholder's entitlement to Securities under the Offer as determined on the Record Date.

Entitlement and Acceptance Form or Form means the entitlement and acceptance form attached to this Prospectus that sets out the entitlement of Shareholders to subscribe for Shares pursuant to the Offer.

Ineligible Shareholder means a Shareholder as at the Record Date whose registered address is not located in Australia or New Zealand.

Issuer Sponsored means securities issued by an issuer that are held in uncertificated form without the holder entering into a sponsorship agreement with a broker or without the holder being admitted as an institutional participant in CHESS.

Listing Rules means the Listing Rules of the ASX.

Offer means as defined in Section 1.1.

Official List means the official list of ASX.

Official Quotation means quotation of Shares on the Official List.

Option means an option to acquire a Share.

Prospectus means this prospectus dated 26 September 2017.

Record Date means 5.00pm (AEST) on the date specified as such in the proposed timetable.

Related Corporation means a "related body corporate" of the Company as that expression is defined in the Corporations Act and includes a body corporate which is at any time after the date of this Agreement a "related body corporate" but ceases to be a "related body corporate" because of an amendment, consolidation or replacement of the Corporations Act.

Section means a section of this Prospectus.

Securities means Shares and/or Options offered under this Prospectus.

Shareholder means a holder of Shares.

Share means a fully paid ordinary share in the capital of the Company.

Shortfall Offer means as defined in Section 1.5.

Shortfall Securities means those Securities not taken up by Eligible Shareholders under the Offer, together with those Securities to which any Ineligible Shareholders would otherwise have been entitled.

Top-Up Facility means the facility described in Section 1.5 under which Eligible Shareholders may apply for Securities in excess of their Entitlement.

VWAP means as defined in Section 1.1.