SPENDA LIMITED — M&A Activity 2014

Apr 10, 2014

Motopia Limited ABN 67 099 084 143 Level 7, 160 Queen Street Melbourne VIC 3000 t +61 3 8678 1746

11 April 2014

**ASX

Announcement**

**Proposed

Acquisition of 49% of Convert U2 Technologies**

The Chairman and Board of Directors of Motopia Limited (ASX:MOT) (Company) is pleased to announce that the Company has entered into a term sheet (Term Sheet) with Convert U2 Technologies Pty Ltd (CU2T). Under the Term Sheet, and subject to the agreement and execution of formal transaction documents and the satisfaction of certain conditions precedent (including the completion of due diligence), the Company proposes to acquire 49% of CU2T (Potential Acquisition).

Shareholders should note that this does not constitute an announcement or public proposal by the Company that the Company will acquire or make a binding proposal to acquire CU2T and there is no guarantee that a formal agreement in respect to the Potential Acquisition will be concluded.

Overview of CU2T

CU2T is in the business of automated data and software conversions, utilising developed software applications and processes to convert data and software of databases, spreadsheets and ODBC compliant data and software into SQL formats.

CU2T owns 100% of the Intellectual Property associated with its technology, including patent applications.

Key Terms and Conditions of the Potential Acquisition

The key terms of the Potential Acquisition set out in the Term Sheet are as follows:

• Ø Consideration of $1;

• Ø Agreement on terms and criteria for the issuing of CU2T Performance shares to the current shareholders;

• Ø MOT and CU2T contemporaneously executing an agreement for MOT to provide a loan facility to CU2T for an amount of up to $1,000,000;

• Ø The Parties being satisfied with the results of their own Due Diligence;

• Ø All necessary board, shareholder and regulatory approvals in respect of the Proposed Transaction and the Definitive Documents being obtained by both Parties (as required); and

• Ø Completion of all other conditions precedent detailed in the Definitive Documents.

ENDS

_**For

further information contact:**_

Justyn Stedwell Company Secretary T: +61 3 8678 1746 F: +61 3 8678 1747