SPECTUR LIMITED — Board/Management Information 2020

Nov 24, 2020

Spectur Limited (ASX:SP3) Launches Spectur NZ

ASX Announcement | 25/11/2020

Highlights

• Spectur New Zealand formally launched between Spectur Limited (51%) and key New Zealand (NZ) channel partner Deus Ex Limited (Deus Ex) (49%)
• Spectur sees attractive demand dynamics in the NZ market prompted by activity levels across the building, construction and government sectors
• The ownership structure allows Spectur to leverage Deus Ex's facilities, technical, sales and managerial support while pursuing sales growth and margin expansion through vertical integration

Wednesday 25 November 2020: Solar security, sensing and visual AI solutions and platforms company Spectur Limited (ASX: SP3) (Spectur or the Company) is pleased to announce the formal launch of Spectur NZ.

Spectur NZ launched

With a population of 4.8 million people, a comparable culture to Australia and similar business dynamics, New Zealand has been considered the next geographic frontier for expansion of Spectur for some time. After some initial trials with resellers, Spectur Limited has established Spectur NZ with collaborative partner Deus Ex.

Ongoing market testing via resellers with Spectur solutions has demonstrated an appetite for Spectur products and lower competitive pressures than those encountered in some states of Australia. With government stimulus programs expected to provide investment into the building and construction sectors, as well as overall government spend increases, the timing for Spectur to enter NZ more formally is opportune, whilst remaining focused on its existing core sectors.

Executive commentary

Spectur Managing Director, Gerard Dyson, said:

"We are very pleased to announce the establishment of Spectur NZ in New Zealand. With a trusted and capable in-country collaborative partner, we have been able to establish a new business at a very low cost. We think the culture of Deus Ex and its principals will fit very closely with the culture of Spectur and look forward to a long term, successful relationship, that could be the template for further expansion in the future.

The formation of this incorporated joint venture is also a strong validation of two of the foundations for growth that we announced in July 2020. We are growing our reseller networks and also advancing acquisitions with carefully selected targets."

51:49 shareholding in Spectur New Zealand Limited formed with Deus Ex

In July 2020, Spectur announced a targeted growth strategy that included an expansion of the Company's reseller networks and the commencement of a channel partnership with Deus Ex. Since that time, Deus Ex, via its wholly owned New Zealand registered company Kiwi Security Limited, has been part of this reseller initiative in New Zealand.

After a period of sales training with Deus Ex to build relationships and mutual understanding, as well as a formal due diligence exercise, the Company has today signed a binding Agreement for Sale and Purchase of Shares for the acquisition of shares in Kiwi Security Limited (Acquisition) which will be renamed "Spectur New Zealand Limited" (Spectur NZ)

The material terms of the Acquisition are summarised as follows:

• Spectur will acquire 51 ordinary shares from Deus Ex for a nominal purchase price of NZ$51 (i.e. NZ$1.00 per share).
• Simultaneously, Spectur will subscribe for 10,149 new shares in Spectur NZ, and Deus Ex will subscribe for 9,751 new shares, at an issue price of NZ$1.00 per share. This investment will provide Spectur NZ with a minor additional injection of NZ$20,000 in working capital for operations.
• Spectur will hold 51% of the shares in Spectur NZ, and Deus Ex 49%.
• Settlement of the Acquisition is subject to the usual conditions precedent typical in agreements of this nature, including:
  • o Execution of a Shareholders' Agreement between Deus Ex and Spectur;
  • o The Spectur nominated directors obtaining security licenses under the Private Security Personnel Licensing Authority (PSPLA) licensing regime in New Zealand.

The latter is expected to be received and settlement is likely to occur by mid December 2020.

• Each of Spectur and Deus Ex will have the right to appoint one director of Spectur NZ.
• For the first 3 years following settlement, Spectur will have the right to purchase Deus Ex's shares in Spectur NZ at an agreed market value, if the proposed Spectur NZ CEO, Janke van der Vyver, is incapacitated or unavailable for an extended period.

In anticipation of settlement, inventory and other contributions will be funded via loans from the shareholders (Spectur and Deus Ex) proportionate to their anticipated shareholding.

Spectur NZ's operations plan is to leverage the existing facilities, sales, operations and other technical and managerial support of Deus Ex on an "as used" basis for the time being to ensure efficiency until such time as more unique resources are required. Spectur will continue to provide support with technical, marketing and other expertise as required.

Janke van der Vyver named CEO of Spectur NZ

Janke van der Vyver, CEO of Deus Ex, will commence as CEO of Spectur NZ effective today.

Janke is an entrepreneur with extensive experience establishing and growing technology ventures, as well as building large, complex or new technology solutions to the highest standard. Janke enjoys working with enterprise and government customers to find new and better ways to solve problems and achieve their outcomes. He also excels at then delivering to those expectations.

Janke has been involved in visual analytics since its infancy and has joined Spectur because he believes the Company's product can lead the way in enterprise class visual AI solutions.

Deus Ex is responsible for paying Janke van der Vyver's salary

and entitlements, at least for an initial period to establish the business and attain necessary revenue to self-fund the cost.

Ends.

This ASX release is authorised by the Board of Directors of Spectur Limited

For further information, please contact:

Corporate enquiries

Spectur Limited Gerard Dyson p: +61 (08) 9414 9059 e: investors@spectur.com.au

About Spectur Limited

Spectur (ASX:SP3) is an Australian-based developer of security, surveillance and warning solutions powered by solar, IoT [Internet of Things], camera and cloud-based technology. The Company owns the rights to its innovative hardware and disruptive cloud-based systems which are deployed to provide solutions to industries including government and utilities, and the building, construction and civil sector.

Spectur's core products are solar powered deterrence and surveillance systems and associated cloud-based platforms. These systems incorporate cameras, lighting, audible warnings and a hardware IoT platform, remotely accessed and connected via 3G/4G technology to a cloudbased platform. The offering is complemented by a longer distance, 24-hour thermal camera deterrence solution, suitable for customers with long perimeters.

Spectur is used and trusted by small business to multinationals and the Company is currently implementing a strategic growth plan to build market dominance in the Australian government and utilities sector to meet demand for innovative, remote camera and IoT solutions.

To learn more, please visit: www.spectur.com.au

Forward Looking Statements

This announcement contains forward-looking statements which are subject to elements of uncertainty, risk and other factors which could cause the actual results or outcomes to differ materially from those stated. These statements are based on an evaluation of current economic, contractual and operating conditions, as well as assumptions regarding future events. These events are, as at the date of this announcement, expected to take place, but there cannot be any guarantee that such events will occur as anticipated, when anticipated or at all given that many of the events are outside Spectur's control.

Accordingly, neither Spectur nor any of its directors, officers, employees, contractors or agents, gives any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this announcement will actually occur as and when anticipated.