TARRINA RESOURCES LIMITED — Proxy Solicitation & Information Statement 2024

Jan 23, 2024

24 January 2024

Dear Shareholders,

NOTICE OF GENERAL MEETING AND PROXY FORM

Notice is hereby given that the General Meeting of Shareholders of My Foodie Box Limited (Company) will be held at 9 Foundry Street, Maylands WA 6051 on Friday, 23 February 2024, at 10:00am (AWST).

The Notice of Meeting (NOM) is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial advisor, lawyer, accountant or other professional adviser.

In accordance with section 110D(1) of the Corporations Act 2001 (Cth) (Corporations Act), the Company will not be sending hard copies of the NOM to shareholders unless a shareholder has requested a hardcopy of the NOM or made an election for the purposes of 110E of the Corporations Act to receive documents from the Company in physical form. The NOM is made available to shareholders electronically. This means that:

• A complete copy of the NOM has been posted to the Company’s ASX Market announcements page at www.asx.com.au under the Company’s ASX code “MBX”

• You can access the NOM online at the Company’s website https://www.myfoodiebox.com.au/investors/

Those shareholders who receive their company communications in the post will therefore receive a printed copy of this announcement and their personalised proxy form.

Conversely, shareholders who receive their communications electronically will, as they have on previous occasions, receive an email from the Company’s share registry, Automic Group, with links directing them to this notice and the online voting portal https://investor.automic.com.au/#/loginsah

If you have any difficulties obtaining a copy of NOM please contact the Company’s share registry, Automic Group Pty Ltd on 1300 288 664 (within Australia) or + 61 2 9698 5414 (overseas).

The Company further advises that voting on all resolutions will be conducted by a poll and encourages those shareholders who cannot attend the meeting to lodge their proxy forms no later than 48 hours before the meeting, being 10:00AM (AWST) on Wednesday, 21 February. Any proxy forms received after that time will not be valid for the meeting.

This ASX Announcement has been authorised for release by the Board of My Foodie Box Limited

KYLA GARIC

Company Secretary

MY FOODIE BOX LIMITED

MY FOODIE BOX LIMITED ACN 622 021 265 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:00am WST DATE : 23 February 2024 PLACE : 9 Foundry Street, Maylands, Perth Western Australia

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5:00pm WST on 21 February 2024.

Shareholders should carefully consider the Independent Expert’s Report prepared for the purposes of Listing Rule 10.1. The Independent Expert’s Report comments on the fairness and reasonableness of the Disposal the subject of Resolution 1 and the capital reduction the subject of Resolution 2 to the non-associated Shareholders. The Independent Expert has determined the transactions the subject of Resolutions 1 and 2 are FAIR AND REASONABLE to the non-associated Shareholders.

BUSINESS O F THE MEETING

AGENDA

1. RESOLUTION 1 – DISPOSAL OF MAIN UNDERTAKING

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“ That, subject to the passing of Resolutions 2 and 3, under and for the purposes of ASX Listing Rules 10.1, 11.2, section 208 of the Corporations Act and for all other purposes, approval is given for:

• (a) the sale by the Company of the “My Foodie Box” business MFB (WA) Pty Ltd ( MFB ), an entity controlled by Director Ms Mai Hughes ( Disposal ); and

• (b) the giving of financial benefits to MFB in relation to the Disposal, including the provision by the Company of a loan to MFB,

on the terms and conditions set out in the Explanatory Statement.”

A voting prohibition statement and voting exclusion statement apply to this Resolution. Please see below.

2. RESOLUTION 2 – APPROVAL TO MAKE SELECTIVE REDUCTION OF CAPITAL

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, subject to the passing of Resolutions 1 and 3, in accordance with section 256C(2) of the Corporations Act and for all other purposes, approval is given for the Company to make a selective reduction of capital by cancelling a total of 30,000,000 Shares as detailed in the Explanatory Statement.”

A voting prohibition statement applies to this resolution. Please see below.

3. RESOLUTION 3 – CANCELLATION OF OPTIONS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, subject to the passing of Resolutions 1 and 2, under and for the purposes of ASX Listing Rules 6.23.2 and for all other purposes, approval is given for the Company to cancel 7,600,000 Options on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

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Voting Prohibition Statements

Resolution 1 – Disposal of Main Undertaking

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 1 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 1 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 1 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Resolution 2 – Approval to make selective reduction of capital

In accordance with section 256C(2) of the Corporations Act, any votes cast on Resolution 2 (other than by a person as proxy for a member who is entitled to vote, in accordance with the directions on the relevant proxy form) by any person who is to receive consideration as part of the reduction and their respective associates will be disregarded.

Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution set out below by or on behalf of the following persons:

Resolution 1 – Disposal of Main Undertaking	The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Bryan Hughes, Ms Mai Hughes and/or MFB (WA) Pty Ltd (or any of their associates) or any other person who will obtain a material benefit as a result of the Disposal (except a benefit solely by reason of being a Shareholder).
Resolution 3 – Approval for Cancellation of Options	A person who holds an Option (in this instance, Mr Bryan Hughes and Ms Mai Hughes) that is the subject of the approval, or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (2) proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6158 9990.

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EX PLAN ATO RY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

ASX takes no responsibility for the contents of this Notice.

1. BACKGROUND TO DISPOSAL OF THE MAIN UNDERTAKING

1.1 Overview of the Transaction

On 8 November 2023, the Company entered into a business sale agreement ( Business Sale Agreement ) with MFB (WA) Pty Ltd ( MFB ), an entity controlled by Director Ms Mai Hughes, pursuant to which MFB has agreed to purchase, and the Company has agreed to sell the “My Foodie Box” business (the Business ) to MFB ( Disposal ) in consideration for the:

• (a) cancellation of 30,000,000 Shares and 7,600,000 Options held collectively by Little Oneroa Pty Ltd (ATF the Bryan Hughes Family Trust), Mr Bryan Hughes and Ms Mai Hughes (and their associates) (the subject of Resolutions 2 and 3);

• (b) issue of fully paid ordinary shares in the capital of MFB equal to 40% (postissue) of MFB’s issued capital;

• (c) assumption of all debts owing by the Company to Mr and Ms Hughes (and/or their related/associated entities); and

• (d) assumption of all other debts and/or creditors owing by the Company save for certain corporate costs of the Company and transaction costs in relation to the Disposal ( Remaining Costs ).

Under the Business Purchase Agreement, the Company will also provide $300,000 to MFB (the MFB Loan ) as vendor financing to facilitate with the purchase of the Business, to be repaid in 60 equal monthly instalments with an interest rate of 10% per annum commencing 3 months from completion of the Disposal. The Company will be granted a general security over the assets MFB until the MFB Loan is repaid in full.

A summary of the material terms of the Business Sale Agreement is set out in Section 1.4 below.

The Disposal constitutes a disposal of the Company’s main undertaking (the subject of Resolution 1).

Completion under the Business Sale Agreement is conditional on (among other things) the Company obtaining all necessary regulatory and Shareholder approvals to give effect to the Disposal, including the Company obtaining Shareholder approval pursuant to Listing Rules 10.1 and 11.2 for the Disposal.

Shareholders should refer to Section 2.2 for a summary of Listing Rule 11.2 and the implications for the Company if Shareholder approval for the Disposal is not obtained.

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1.2 Recommendation from the Board

Messrs Guy Perkins and Francis De Souza (together, the Independent Directors ) do not have a material interest in the outcome of Resolution 1, other than as a result of their interest, if any, arising solely in their capacity as Shareholders.

The Independent Directors recommend Shareholders vote IN FAVOUR OF Resolution 1 in the absence of a superior proposal for the reasons set out in Section 1.5.2 below.

Mr and Ms Hughes have an interest in Resolution 1 and therefore abstain from making a recommendation to shareholders.

Please refer to Section 2.3 of this Explanatory Statement for further information with respect to the Directors’ recommendations and interests in the securities of the Company.

1.3 Background on the Company’s activities

The Company listed on ASX in January 2022 with a strategy to rapidly grow its active subscriber base and business through an aggressive marketing and discounting campaign. The Company achieved strong revenue growth following listing, however deteriorating macroeconomic conditions and rapidly rising inflation together with multiple consecutive interest rate rises in 2022, has resulted in the Company undertaking an internal strategic review and shifting strategy to reduce costs and preserve cash. Persistently high inflationary pressures have further adversely impacted on the financial performance of the sector and the Company. It is noted that other ASX listed meal kit companies have also delisted from ASX and/or experienced a substantial decline in share price.

The Company is currently operating at a loss. However, the founding Directors remain confident in the initial strategy and growth prospects of the Business, and consider that the Business can achieve profitability if it did not have to incur the corporate and compliance overheads associated with being a publicly listed company. Accordingly, the Directors consider it would be in the best interests of Shareholders for the Company to dispose of the Business as it would:

• (a) leave the Company with a lower level of debt and no longer exposed to the cash burn and other risks of the Business, and enable it to look for a new undertaking which may be more attractive to investors in the current economic conditions; and

• (b) allow the Business to operate without the additional corporate and compliance overheads of being a publicly listed company which will give it a better chance of achieving profitability (noting that the Company will retain a passive 40% interest in the Business).

For the above reasons and those otherwise set out in this Explanatory Statement, the Company has decided to proceed with the Disposal.

1.4 Business Sale Agreement

The material terms of the Business Sale Agreement are summarised below:

• (a) ( Acquisition ): the Company has agreed to sell, and MFB has agreed to acquire, the Business.

• (b) ( Consideration ): the consideration payable is set out in Section 1.1 above.

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• (c) ( Conditions Precedent ): completion of the Disposal is conditional on the:

• (i) Company obtaining all necessary Shareholder and regulatory approvals;

• (ii) Company obtaining all necessary consents and/or entering into deeds of assignment to assign the material contracts of the Business to MFB;

• (iii) Company obtaining consent from each creditor to the assignment of their debt from the Company to MFB (except for the Remaining Costs); and

• (iv) removal of all security interests over the Company or its assets.

• (d) ( MFB Loan ): Under the Business Purchase Agreement, the Company will also provide the MFB Loan to MFB as vendor financing (further details of which are set out in Section 1.1 above).

1.5 Financial effect, advantages and disadvantages of the Disposal

1.5.1 Financial effect

The impact of the Disposal on the Company is set out in the pro forma balance sheet contained in Schedule 1.

The Company’s assets and liabilities proposed to be sold are set out in the pro forma balance sheet in Schedule 1.

1.5.2 Advantages

The Independent Directors believe that the Disposal is in the best interests of Shareholders and the Company collectively and the following non-exhaustive list of advantages may be relevant to a Shareholder’s decision on how to vote on the Disposal:

• (a) the proposed Disposal will significantly reduce the Company’s existing liabilities and cash burn of the Business moving forward;

• (b) the Company will be able to focus on its strategies to find better opportunities for growth for Shareholders (as set out in Section 1.6.1);

• (c) Shareholders will retain some exposure to any future growth in the Business through the Company’s passive 40% shareholding in MFB; and

• (d) the cancellation of Shares and Options the subject of Resolutions 2 and 3 increases each Shareholder’s proportionate interest in the Company.

1.5.3

Disadvantages

The Independent Directors believe that the following non-exhaustive list of disadvantages may be relevant to a Shareholder’s decision on how to vote on the Disposal:

• (a) the Company will be disposing of its main undertaking in the Business, which may not be consistent with the investment objectives of all Shareholders;

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• (b) the size of the Company’s tangible asset base and operating activities will be reduced significantly as a result of the Disposal;

• (c) potential operating revenue attributable to Business will not be able to be realised by the Company if the Disposal occurs (although, as noted above, the Company will retain a 40% interest in the Business); and

• (d) the Company will not be able to realise any other potential competing bid for the Business in the event such an offer was to arise following completion of the Disposal.

1.6 The Company's intentions post-settlement

1.6.1 Direction

If the Disposal completes, the Company will be free of material liabilities and will have minimal cash burn, and its primary undertaking will be to seek to acquire a new material asset or business to restore shareholder value. It is likely that any such transaction will require the Company to re-comply with Chapters 1 and 2 of the Listing Rules.

As at the date of this Notice of Meeting, the Directors have not identified a new undertaking for the Company. It is the intention of the Company to rely on the experience of its Directors and, where relevant, advisers to source potential transaction opportunities – which will then be assessed on their merits and having regard to market conditions at the relevant time. The Company is sector agnostic and will consider any opportunity that the Board considers may be able to add to Shareholder value.

However, the Company notes that this strategy is not without risk. The Company will not have a significant cash balance on completion of the Disposal and will therefore have to execute on this strategy quickly and/or raise additional funds if required.

The Company also confirms that, should the Company’s securities be re-instated to trading, it will have six months from the date the Company announced the Disposal to ASX (16 November 2023) to demonstrate compliance with Listing Rule 12.1, before being placed into suspension by ASX. If the Company does not, at any point in the abovementioned period and, in ASX’s opinion, continue to demonstrate compliance with Listing Rule 12.1, then ASX will likely suspend trading of the Company’s securities. The Company can continue to seek a new undertaking whilst suspended. If the Company is suspended for a continuous period of 2 years, it is likely that ASX will delist the Company from ASX. If this happens, the Directors may consider winding up the Company.

It is likely that any acquisition of a new undertaking will require the Company to re-comply with Chapters 1 and 2 of the Listing Rules should it wish to re-commence trading.

1.6.2 Proposed changes to the Company’s board and management

At this stage, it is not contemplated that there will be any changes to the Company’s Board or senior management personnel of the Company as a result of the Disposal.

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1.6.3 Proposed effect on capital structure

On the basis that the Company completes the Disposal, the Company’s capital structure will be as follows:

Shares

Shares	Shares
Shares currently on issue 169,163,335
Cancellation of Shares the subject of Resolution 2 (30,000,000)
Total	139,163,335

Options

Options	Options
Options currently on issue 139,858,732
Cancellation of Options the subject of Resolution 3 (7,600,000)
Total	132,268,732

1.7 What happens if the Disposal does not proceed

The Directors consider that the only alternative to the Disposal is for the Company to be placed in voluntary administration. As announced by the Company on 16 November 2023, the Company raised $480,000 in debt funding, with lenders requiring that the Business Purchase Agreement be signed as a condition to draw down of the loan. The Directors consider that there is little prospect of raising additional funds and also consider that the only viable purchasers of the Business are the original founders (ie MFB).

If Resolutions 1, 2 and 3 are not approved by Shareholders and the Disposal does not proceed, it is highly likely that the Company will be placed into voluntary administration because, despite best efforts of the Directors, the Company has not been able to secure the additional funding that is needed for the Company’s operations to continue as a going concern, and as noted above, the only viable purchaser of the Business is MFB.

1.8

Tax consequences of the Disposal

The Disposal is not expected to result in any material tax impacts for the Company based on the historical trading position of the Company and anticipated activities following completion of the Disposal.

1.9

Loans to the Company

As announced to ASX on 17 October 2023 and 16 November 2023, the Company has entered into agreements with various sophisticated and professional investors ( Lenders ) under which the Lenders have agreed to provide of up to $540,000 in loan funding to the Company ( Loans ). The Lenders are not related parties of the Company. $300,000 of the funds raised from the Loans are intended to be applied towards the MFB Loan (described in Section 1.4(d) above), and the balance will be applied towards costs of the raising and for working capital. Key terms of the Loans are as follows:

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• (a) Interest: 10% per annum.

• (b) Term: the Loans (plus interest) shall be repaid on the earlier of: (a) 3 years from drawdown; and (b) the date of completion of a Re-Compliance Transaction.

• (c) Conditions to drawdown: finalisation of the Company’s audited financial statements for the financial year ended 30 June 2023 and execution of the BPA (both of which have been satisfied), and the reinstatement of the Company to trading on ASX (which the lenders have agreed to waive).

• (d) Options: as part consideration for providing the Loans, subject to shareholder approval, the Company will issue the Lenders one (1) option for every 2c loaned, each option with an exercise price equal to a 50% premium to the capital raising to be undertaken in connection with the Re-Compliance Transaction expiring 3 years from issue.

• (e) Security: $455,000 of Loans are secured over the assets of the Business. As there are multiple secured lenders, the Company has entered into (on customary terms) a security trust deed and a general security deed under which security has been granted to a third party trustee to hold the security on behalf of the secured lenders. The balance of $85,000 of Loans are unsecured.

1.10 Indicative timetable

Subject to the ASX Listing Rules and Corporations Act requirements, the Company anticipates completion of the Disposal will be in accordance with the following timetable:

Despatch of Notice of Meeting	24January 2024
General Meeting	23 February 2024
Completion of Disposal	Late February / Early March 2024

2. RESOLUTION 1 – DISPOSAL OF MAIN UNDERTAKING

2.1 General

This Notice of Meeting has been prepared to seek Shareholder approval for the matters required to complete the Disposal for the purposes of ASX Listing Rules 10.1 and 11.2.

2.2 ASX Listing Rules 11.2 and 10.1

Subject to Resolution 1 passing, the Company is proposing to proceed with the Disposal.

ASX Listing Rule 11.2 requires a listed company to obtain the approval of its shareholders to a disposal of its main undertaking. The Disposal is a disposal of the Company’s main undertaking for these purposes.

ASX Listing Rule 10.1 provides that an entity (or any of its subsidiaries) must not acquire a substantial asset from:

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• 10.1.1 a related party of the Company;

• 10.1.2 a subsidiary of the Company;

• 10.1.3 a person who is, or was at any time in the 6 months before the transaction or agreement, a substantial (10%+) holder in the Company;

• 10.1.4 an associate of a person referred to in Listing Rules 10.1.1 to 10.1.3; or

• 10.1.5 a person whose relationship to the entity or a person referred to in Listing Rules 10.1.1 to 10.1.4 is such that, in ASX’s opinion, the transaction should be approved by Shareholders.

Substantial Asset

The Listing Rules provide that an asset is substantial if the value of the consideration to be paid for the asset is 5% or more of the equity interests of the listed entity as set out in the latest accounts given to ASX. The equity interests of the Company, as set out in the Company’s 30 June 2023 audited financial report was a deficit of $2,071,140.

Given the deficit in equity interests, the consideration payable for the Disposal is greater than 5% and therefore considered to be an acquisition of a substantial asset for the purposes of the Listing Rules.

Related party

MFB is controlled by Ms Mai Hughes, a Director of the Company. Both MFB and Ms Hughes fall under the category set out in Listing Rule 10.1.1.

Mr Bryan Hughes, a Director of the Company, is the spouse of Ms Hughes, and thus also falls under the category set out in Listing Rule 10.1.1.

Mr and Ms Hughes are also currently substantial holders of the Company, collectively holding a 17.91% interest in the Company through their associated holdings, and therefore also fall within Listing Rule 10.1.3. Subject to the passing of Resolution 2, 30,000,000 Shares held by Mr and Ms Hughes will be cancelled.

Requirement Shareholder approval

Resolution 1 seeks the required Shareholder approval to the Disposal on the terms of the Business Sale Agreement under, and for the purposes of, Listing Rules 10.1 and 11.2, and section 208 of the Corporations Act.

The Company notes that Resolution 1 is also conditional upon Shareholders approving Resolutions 2 and 3.

If Resolutions 1, 2 and 3 are passed, the Company will be able to proceed with the Disposal.

If Resolutions 1, 2 and 3 are not passed, the Company will not be able to proceed with the Disposal, which will result in the Company continuing to operate the Business. In this event, it is likely that the Company will need to raise funds. Shareholders should note that there is no guarantee the Company will be able to do that on favourable terms or at all, in which case the Company may be placed into voluntary administration.

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All items required to be disclosed to Shareholders to obtain approval under ASX Listing Rule 11.2 is set out in this Notice. The Directors are not aware of any other commercial information that is material to the question of whether Shareholders should approve the Resolution.

Independent Expert Report

Listing Rule 10.10.2 requires a notice of meeting containing a resolution under Listing Rule 10.1 to include a report on the transaction from an independent expert. The Independent Expert’s Report prepared by Moore Australia (a copy of which is enclosed with this Notice of Meeting at Schedule 2) assesses whether the Disposal is fair and reasonable to the non-associated Shareholders of the Company for the purposes of Listing Rule 10.1.

The Independent Expert’s Report has concluded that the Disposal is FAIR AND REASONABLE to the non-associated Shareholders of the Company. Shareholders are urged to carefully read the Independent Expert’s Report to understand the scope of the report, the methodology of the valuation and the sources of information and assumptions made. If requested by a Shareholder, the Company will send to the Shareholder a hard copy of the Independent Expert’s Report at no cost.

The Independent Expert notes the following key advantages of the Disposal are as follows:

• (a) it is fair and reasonable to the non-associated Shareholders;

• (b) it reduces the Company’s liabilities and cash expenditure; and

• (c) the non-associated Shareholders will own a larger percentage of the Company due to the cancellation of Shares the subject of Resolution 2.

The Independent Expert notes the following key disadvantages of the Disposal are as follows:

• (a) it constitutes the disposal of the Company’s main trading business;

• (b) it reduces the size of the Company’s assets and its operating activities; and

• (c) there is no potential for competing bids to be considered by the Company.

Shareholders are urged to carefully read the Independent Expert’s Report to understand the scope of the report, the methodology of the valuation and the sources of information and assumptions made.

2.3 Directors’ interests and recommendations

Ms Mai Hughes and Mr Bryan Hughes are both not considered independent for the purpose of providing a recommendation to Shareholders on Resolution 1.

The Independent Directors do not have any material interest in the outcome of the Resolution other than (in Mr Perkin’s case) as a result of his interest arising solely in the capacity as Shareholder.

The Directors have a relevant interest in the securities of the Company as set out in the following table:

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Director Shares Options	Director Shares Options	Director Shares Options
Bryan Hughes 30,305,7991 3,800,0002
Mai Hughes 30,305,7991 3,800,0002
Guy Perkins 1,102,457 2,000,000
Francis De Souza	Nil	Nil

Notes:

1. 30,000,000 proposed to be cancelled subject to the passing of Resolution 2.

2. All 7,600,000 Options proposed to be cancelled subject to the passing of Resolution 3.

The Independent Directors have approved the proposal to put Resolution 1 to Shareholders.

Having regard to the advantages and disadvantages of the Disposal above, each Independent Director intends to vote all of their Shares in favour of Resolution 1.

Based on the information available, the Independent Directors consider that the proposed Disposal is in the best interests of the Company and recommend that Shareholders vote in favour of Resolution 1 in the absence of a superior proposal.

2.4 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The Independent Directors have considered the circumstances of the Disposal and note that, although the Independent Directors consider that the Company has entered into the Business Sale Agreement on arm’s length terms, the Company should also seek approval under section 208 of the Corporations Act as a matter of completeness.

2.5 Information required by Listing Rule 10.5 and section 219 of the Corporations Act

Pursuant to and in accordance with ASX Listing Rule 10.5 and section 219 of the Corporations Act, the following information is provided in relation to Resolution 1:

• (a) the Company is completing the Disposal to MFB in accordance with the terms of the Business Sale Agreement as summarised in Section 1.4 above;

• (b) MFB is an entity controlled by Ms Mai Hughes (who is the spouse of Mr Bryan Hughes). Ms Mai Hughes and Mr Bryan Hughes are both related parties of the Company as they are both Directors and MFB is a related party because it is controlled by Ms Mai Hughes (a Director). As such, all of these parties fall within Listing Rule 10.1.1;

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• (c) the nature of the financial benefit to be received by the related parties referred to in paragraph (b) is:

• (i) the acquisition, through MFB, of the business and assets of the “My Foodie Box” business; and

• (ii) the MFB Loan;

• (d) the total consideration to be received by the Company for the Disposal is set out in Section 1.1 of this Explanatory Statement and summary of the material terms of the Business Sale Agreement in Section 1.4 of this Explanatory Statement;

• (e) the value of the consideration to be received by the Company for the Disposal is set out in the Independent Expert’s Report which is included at Schedule 2 of the Notice. This Independent Expert’s Report assesses a low value for the consideration as $1,100,000 and a high value of $1,600,000 (subject to various assumptions set out in the Independent Expert’s Report), whereas the Independent Expert’s Report assesses a fair value for the Business as nil (zero);

• (f) Mr and Mrs Hughes are also substantial holders of the Company, collectively currently holding a 17.91% interest in the Company through their associated holdings, and therefore also fall within Listing Rule 10.1.3. Note that subject to the passing of Resolutions 2 and 3, 30,000,000 Shares held by Mr and Ms Hughes will be cancelled;

• (g) Mr and Mrs Hughes’ existing interest in the Company is set out in Section 2.3 above;

• (h) the consideration payable for the Disposal is set out in Section 1.1 above;

• (i) the timetable for completing the Disposal is set out in Section 1.7 above;

• (j) a summary of the material terms of the Business Sale Agreement, which includes a summary of the financial benefit being given, is set out in Section 1.4 above;

• (k) the recommendation of the Independent Directors is set out in Section 2.3 above;

• (l) a voting exclusion statement is included in Resolution 1 of the Notice; and

• (m) the Independent Expert’s Report is included at Schedule 2 of the Notice.

3. RESOLUTION 2 – APPROVAL TO MAKE SELECTIVE REDUCTION OF CAPITAL

3.1 Background

As set out in Section 1.1 above, as part consideration for the Disposal, MFB and the Company have agreed to cancel 30,000,000 Shares held by Little Oneroa Pty Ltd (ATF the Bryan Hughes Family Trust) ( Little Oneroa ) (the Selective Capital Reduction ).

The purpose of Resolution 2 is to seek, subject to Shareholders approval Resolutions 1 and 3, the requisite approval of Shareholders required under the Corporations Act for the Selective Capital Reduction.

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Resolution 2 is a special resolution, and therefore requires not less than 75% of all votes cast on the Resolution to be in favour of the Resolution for it to be passed.

3.2 Corporations Act – Selective Capital Reductions

In order to enable the Company to make the Selective Capital Reduction, section 256C(2) of the Corporations Act requires a special resolution of the Shareholders to be passed at a general meeting. A special resolution is a resolution that has been passed by at least 75% of the votes cast by Shareholders entitled to vote on the resolution, either in person or by proxy. Accordingly, the Company will seek approval of the Selective Capital Reduction at the Company’s General Meeting.

The Corporations Act provides that the rules relating to a reduction of share capital are designed to protect the interests of shareholders and creditors by:

• (a) addressing the risk of the transaction leading to the company’s insolvency; (b) seeking to ensure fairness between the shareholders of the company; and

• (c) requiring the company to disclose all material information.

In particular, section 256B of the Corporations Act requires that a company may only reduce its capital if:

• (a) it is fair and reasonable to the shareholders as a whole;

• (b) it does not materially prejudice the company’s ability to pay its creditors; and

• (c) it is approved by shareholders in accordance with section 256C of the Corporations Act.

Section 256C(4) of the Corporations Act requires that the Company must include with the notice a statement setting out all information known to the Company that is material to the decision on how to vote on the Resolution. However, the Company does not have to disclose information if it would be unreasonable to require the Company to do so because the Company had previously disclosed the information to Shareholders.

The Independent Expert has considered the Selective Capital Reduction and has concluded that it is FAIR AND REASONABLE to the non-associated Shareholders of the Company for the following reasons:

• (a) the non-associated Shareholders will own a larger percentage of the Company;

• (b) the Selective Capital Reduction means that the Company won’t have to buy back shares under a separate agreement with Lotte Oneroa; and

• (c) current shareholders of My Foodie Box will own a larger percentage of the Company

The Independent Directors believe that the Selective Capital Reduction as proposed is fair and reasonable to Shareholders for the same reasons.

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The Independent Expert notes that a following key disadvantages of the Selective Capital Reduction is that it reduces the size of the Company’s equity and access to current capital.

Further, as the Selective Capital Reduction involves the cancellation of Shares, section 256C(2) of the Corporations Act requires that the Selective Capital Reduction also be approved by a special resolution passed at a meeting of the shareholder whose shares are to be cancelled, in this case, Little Oneroa.

The Special General Meeting is being held after the Meeting, at which Little Oneroa will vote on the Selective Capital Reduction, for the purpose of satisfying section 256C(2) of the Corporations Act (subject to Resolution 2 being passed at this Meeting). For the avoidance of doubt, Resolution 2 of this Notice of Meeting will only come into effect if Resolutions 1 and 3 of this Meeting and Resolution 1 of the Special General Meeting are passed.

3.3 Summary of and Effect of Proposed Selective Capital Reduction

The overall effect of the Selective Capital Reduction is set out in section 1.6.3

The Shares the subject of the Selective Capital Reduction represent approximately 22% of the issued capital of the Company (on an undiluted basis) as at the date of this Notice and are held by Little Oneroa.

If the proposed Selective Capital Reduction in capital proceeds, the number of Shares held in the Company by a Shareholder other than Little Oneroa will remain the same, however, their percentage holding in the Company will increase.

Other than as set out below, there is no impact on the control of the Company arising as a result of the Selective Capital Reduction. Following the Selective Capital Reduction, the percentage holding of the registered Shareholders of the Company shall be as follows:

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----- Start of picture text -----

Shareholder Total % held before % held after Selective
Number of Selective Capital Reduction
Shares Capital
Reduction
Little Oneroa Pty Ltd 30,000,000 18% Nil
Blamnco Trading Pty Ltd 16,743,728 10% 12%
Romfal Sifat Pty Ltd 15,818,682 9% 11%
Conspicuous Capital Pty Ltd 11,704,152 7% 8%
AD & MP Beard 11,129,152 7% 8%
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3.4 Other Material Information

There is no information material to the making of a decision by a Shareholder whether or not to approve Resolution 2 being information that is known to any of the Independent Directors, and which has not been previously disclosed to Shareholders, other than as disclosed in this Explanatory Statement.

Once Resolution 2 of the General Meeting is passed by Shareholders and Resolution 1 of the Special General Meeting are passed by Little Oneroa, the Company will make the reduction of capital after at least 14 days after lodgement of an ASIC Form 2205 – Notification of resolutions regarding shares, in accordance with ASIC’s prescribed timetable for a Selective Capital Reduction.

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3.5 Independent Directors’ Recommendation

The Independent Directors believe that the proposed Selective Capital Reduction is in the best interests of Shareholders for the reasons set out in this Notice and the Independent Expert’s Report and accordingly recommend that Shareholders vote in favour of Resolution 2.

4. RESOLUTION 3 – CANCELLATION OF OPTIONS

4.1 General

As set out in Section 1.1 above, as part consideration for the Disposal, MFB and the Company have agreed to cancel 7,600,000 Options, each exercisable at $0.20 on or before 7 January 2025, held collectively by Directors Mr Bryan Hughes and Ms Mai Hughes (and their associates) (the Relevant Options ).

4.2 ASX Listing Rule 6.23.2

ASX Listing Rule 6.23.2 provides that a change which has the effect of cancelling an option for consideration can only be made if holders of ordinary securities approve the change.

As the Relevant Options are being cancelled as part consideration for the Disposal, Resolution 3 seeks Shareholder approval, for the purposes of ASX Listing Rule 6.23.2 and subject to Shareholders approving Resolutions 1 and 2, for the cancellation of the Relevant Options.

If Resolution 3 is passed, the Company will be able to proceed with the cancellation of the Relevant Options and complete the Disposal, subject to Shareholders approving both Resolutions 1 and 2.

If Resolution 3 is not passed, Resolutions 1 and 2 will also not be passed as each Resolution is conditional on the other Resolutions being approved, which will result in the Disposal not proceeding.

4.3 Independent Directors’ Recommendation

The Independent Directors believe that the proposed cancellation of the Relevant Options is in the best interests of Shareholders and, accordingly, recommend that Shareholders vote in favour of Resolution 3.

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GLOSSARY

Board means the current board of directors of the Company.

Business has the meaning given in Section 1.1.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Business Sale Agreement has the meaning given in Section 1.1.

Company means My Foodie Box Limited (ACN 622 021 265).

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Disposal has the meaning given in Section 1.1.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Independent Directors has the meaning given in Section 1.2.

Listing Rules means the Listing Rules of ASX.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

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

Shareholder means a registered holder of a Share.

Special General Meeting means the special general meeting convened by the Notice of Special General Meeting, pursuant to which Little Oneroa will vote on the selective capital reduction of 30,000,000 Shares in accordance with section 256C(2) of the Corporations Act.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – PRO FORMA BALANCE SHEET

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Audited 30 Pro Forma
Pro Forma After
Notes June 2023 Adjustments
Transaction
($) ($)
Current assets
Cash and cash equivalents 1,2 3,164 207,600 210,764
Receivables 2 14,863 -14,863 -
Inventories 2 62,848 -62,848 -
Other assets 2 42,399 -42,399 -
Total current assets 123,274 87,490 210,764
Non-current assets
Property, plant and equipment 0 -
Intangible assets 0 -
Lease assets 0 -
Shares in MFB 3 - -
Vendor finance 4 300,000 300,000
Other assets 0 -
Total non-current assets 0 300,000 300,000
Total assets 123,274 387,490 510,764
Current liabilities
Payables 5 801,242 -658,642 142,600
Contract liabilities 5 49,276 -49,276 -
Lease liabilities 5 137,934 -137,934 -
Borrowings 5 475,224 -475,224 -
Employee benefits liabilities 5 42,716 -42,716 -
Other current liabilities 5 435,170 -435,170 -
Total current liabilities 1,941,562 -1,798,962 142,600
Non-current liabilities
Provisions 5 50,000 -50,000 -
Lease liabilities 5 190,752 -190,752 -
Borrowings 5 12,100 527,900 540,000
Total non-current liabilities 252,852 287,148 540,000
Total liabilities 2,194,414 -1,511,814 682,600
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5483-02/3363389_2

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----- Start of picture text -----

Net assets -2,071,140 1,899,304 -171,836
Equity
Share capital 5,971,841 - 5,971,841
Share-based payments reserve 914,390 914,390
Accumulated losses -8,957,372 1,899,304 -7,058,068
Total equity -2,071,141 1,899,304 -171,837
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Notes:

1. Loan raising of $540,000 less capital raising costs of $32,400 less vendor financing of $300,000. Full details of the terms of the loan raising are set out in Section 1.9 of the Explanatory Statement and the Company’s 17 October 2023 and 16 November 2023 ASX announcements.

2. MFB is acquiring all assets of the Company under the transaction.

3. Under the Disposal, the Company will be issued 40% of the shares in the MFB. The Company has conservatively estimated this interest at nil.

4. Under the Disposal, the Company will provide vendor financing of $300,000 to MFB, to be repaid in 60 months commencing 3 months post completion and carrying 10% interest.

5. Under the Disposal, MFB will assume all liabilities of the Company except for specified corporate costs estimated to be ~$175,000 (comprising primarily the legal costs of the Disposal, the costs of the IER, the costs of completing the FY23 audit, ASX and Company Secretarial costs on and from the date of the Business Purchase Agreement) and the $540,000 debt funding being raised as part of the transaction (detailed in Section 1.9 of the Explanatory Statement).

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SCHEDULE 2 – INDEPENDENT EXPERT’S REPORT

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Independent Expert’s Report and Financial Services Guide

My Foodie Box Limited

19 January 2024

The Proposed Transaction is fair and reasonable to the Non-Associated Shareholders of My Foodie Box Limited

The Selective Capital Reduction is fair and reasonable to the Non-Associated Shareholders of My Foodie Box Limited

Prepared by Moore Australia Corporate Finance (WA) Pty Ltd

Australian Financial Services License No. 240773

www.moore-australia.com.au

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MOORE AUSTRALIA CORPORATE FINANCE (WA) PTY LTD

Australian Financial Services License No. 240773

FINANCIAL SERVICES GUIDE

This Financial Services Guide provides financial information about the supply of financial services to the shareholders of My Foodie Box Limited (“My Foodie Box”, “MBX”, or “the Company”). We have been engaged by My Foodie Box to prepare an Independent Expert’s Report in connection with the proposed disposal of 100% of the business of My Foodie Box to related party, MFB (WA) Pty Ltd (“MFB” or “the Purchaser”) (with the Company to retain an interest in the Business through a 40% shareholding in MFB) for the Consideration (the “Proposed Transaction”) and the selective capital reduction of 30 million shares and cancellation of 7.6 million options (“Selective Capital Reduction and Cancellation”). Our report has been prepared at the request of the Directors of My Foodie Box for inclusion in the Notice of Meeting to be dated late January 2024.

Moore Australia Corporate Finance (WA) Pty Ltd

Benefits that we may receive

We will charge fees for providing our report. The basis on which our fees will be determined has been agreed with, and will be paid by, the person who engaged us to provide the report. Our fees have been agreed on either a fixed fee or time cost basis. We estimate that our fees for the preparation of this report will be approximately $15,000 plus GST.

Remuneration or other benefits received by our employees

All our employees receive a salary. Employees may be eligible for bonuses based on overall productivity and contribution to the operation of MSPCS or related entities but any bonuses are not directly in connection with any assignment and in particular are not directly related to the engagement for which our report was provided.

Referrals

Moore Australia Corporate Finance (WA) Pty Ltd (“MACF”) has been engaged by the directors of My Foodie Box to prepare an independent expert’s report expressing our opinion as to whether or not the Proposed Transaction is “fair and reasonable” to the shareholders of My Foodie Box. MACF holds an Australian Financial Services Licence – Licence No 240773.

Financial Services Guide

As a result of our report being provided to you we are required to issue to you, as a retail client, a Financial Services Guide (“FSG”). The FSG includes information on the use of general financial product advice and is issued so as to comply with our obligations as holder of an Australian Financial Services Licence.

Financial Services we are licensed to provide

We hold an Australian Financial Services Licence which authorises us to provide reports for the purposes of acting for and on behalf of clients in relation to proposed or actual mergers, acquisitions, takeovers, corporate restructures or share issues, and to carry on a financial services business to provide general financial product advice for securities to retail and wholesale clients.

We provide financial product advice by virtue of an engagement to issue a report in connection with the issue of securities of a company or other entities.

Our report includes a description of the circumstances of our engagement and identifies the party who has engaged us. You have not engaged us directly but will be provided with a copy of our report as a retail client because of your connection with the matters on which our report has been issued. We do not accept instructions from retail clients and do not receive remuneration from retail clients for financial services.

Our report is provided on our own behalf as an Australian Financial Services Licensee authorised to provide the financial product advice contained in this report.

General Financial Product Advice

Our report provides general financial product advice only, and does not provide personal financial product advice, because it has been prepared without taking into account your particular personal circumstances or objectives either financial or otherwise, your financial position or your needs. Some individuals may place a different emphasis on various aspects of potential investments.

We do not pay commissions or provide any other benefits to any parties or person for referring customers to us in connection with the reports that we are licensed to provide.

Associations and relationships

MACF is the licensed corporate advisory arm of Moore Australia Perth, Chartered Accountants. The directors of MACF may also be partners in Moore Australia Perth Chartered, Accountants.

Moore Australia Perth, Chartered Accountants is comprised of a number of related entities that provide audit, accounting, tax, and financial advisory services to a wide range of clients.

MACF’s contact details are set out on our letterhead.

Neither MACF nor its related entities have previously provided any professional services to My Foodie Box.

Complaints resolution

As the holder of an Australian Financial Services Licence, we are required to have a system for handling complaints from persons to whom we provide financial product advice. All complaints must be in writing, addressed to The Complaints Officer, Moore Australia Corporate Finance (WA) Pty Ltd, PO Box 5785, St George’s Terrace, Perth WA 6831.

On receipt of a written complaint we will record the complaint, acknowledge receipt of the complaint and seek to resolve the complaint as soon as practical.

If we cannot reach a satisfactory resolution, you can raise your concerns with the Australian Financial Complaints Authority Limited (“AFCA”). AFCA is an independent body established to provide advice and assistance in helping resolve complaints relating to the financial services industry. MACF is a member of AFCA. AFCA may be contacted directly via the details set out below.

Australian Financial Complaints Authority Limited GPO Box 3 Melbourne VIC 3001 Toll free: 1800 931 678 Facsimile: 03 9613 6399 Email: info@afca.org.au

An individual’s decision in relation to the proposed transaction may be influenced by their particular circumstances and, therefore, individuals should seek independent advice.

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Table of Contents

1.	Introduction .......................................................................................................................................4
2.	Summary and opinion ......................................................................................................................5
3.	Summary of transaction ...................................................................................................................8
4.	Scope of the report ........................................................................................................................ 10
5.	Industry analysis ............................................................................................................................ 10
6.	Profile of My Foodie Box ............................................................................................................... 12
7.	Valuation approach ....................................................................................................................... 18
8.	Valuation of the business .............................................................................................................. 19
9.	Valuation of consideration ............................................................................................................. 21
10.	Is the proposed transaction fair to My Foodie Box shareholders? ................................................ 23
11.	Is the proposed transaction reasonable? ...................................................................................... 23
12.	Independence ................................................................................................................................ 26
13.	Qualifications ................................................................................................................................. 26
14.	Disclaimers and consents ............................................................................................................. 26
Appendix A – source of information ...................................................................................................... 28
Appendix B – additional consideration details ....................................................................................... 29
Appendix C – valuation methodologies ................................................................................................. 30
Appendix D – glossary ........................................................................................................................... 32

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19 January 2024

Mr B Hughes Executive Chairman My Foodie Box Limited Level 11, 12-14 The Esplanade PERTH WA 6000

Dear Bryan,

Independent Expert’s Report

1. Introduction

• 1.1. This Independent Expert’s Report (“IER”) has been prepared to accompany the Notice of General Meeting and Explanatory Statement (“Notice”) to be provided to shareholders for a General Meeting of My Foodie Box Limited (“My Foodie Box”, “MBX”, or “the Company”) at which shareholder approval will be sought for the following:

• The disposal of 100% of the business of My Foodie Box (the “Business”), to a related party, MFB (WA) Pty Ltd (“MFB” or “the Purchaser”) (“Proposed Transaction)”; and

• The selective capital reduction of 30 million fully paid ordinary shares and cancellation of 7.6 million options (“Selective Capital Reduction and Cancellation”).

• 1.2. The resolutions are interrelated because the Selective Capital Reduction and Cancellation are part of the consideration for the Business. As such, we have considered our opinion on the Proposed Transaction and the Selective Capital Reduction and Cancellation by relying on the same analysis.

• 1.3.

• MFB will acquire the Business for the following consideration (“Consideration”):

  • My Foodie Box will be issued ordinary shares in MFB, equal to 40% of MFB’s total issued capital post-issue;

  • My Foodie Box will conduct a selective capital reduction and cancel 30,000,000 fully paid ordinary shares of the Company, and also cancel 7,600,000 options to acquire shares held collectively by associated entities of the Purchaser;

  • all debts owed by the Company to Bryan and Mai Hughes (and their associated entities) will be assumed by the Purchaser; and

  • all other debts and/or creditors owing by My Foodie Box will be assumed by MFB, excluding specified corporate costs (the “Remaining Costs”).

• 1.4. Further details of the Proposed Transaction and Selective Capital Reduction and Cancellation are set out in Section 3.

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2. Summary and opinion

Purpose of the Report

• 2.1. Listing Rule 10.1 requires the approval of the Company’s shareholders where it has proposed to dispose of a “substantial asset” to:

• A related party, or an associate of a related party of the Company; or

• A subsidiary, or an associate of a subsidiary of the Company; or

• A substantial shareholder, or an associate of a substantial shareholder of the Company. A substantial shareholder is defined under ASX listing rules as a shareholder with a relevant interest at any time in the previous six months prior to the transaction, in at least 10% of the total votes attaches to the voting securities in the entity.

• 2.2. The Purchaser is an entity controlled by Mai Hughes, who is a Director and also a substantial shareholder of the Company. Bryan Hughes is the spouse and an associate of Ms Hughes and is also a Director and substantial shareholder of the Company.

• 2.3. A substantial asset includes those with a value greater than 5% of the total equity interests of the entity at the date of the last set of financial statements provided to the ASX.

• 2.4. As 100% of the Business is potentially being sold, shareholder approval is required, and an Experts Report is to be included in a Notice of Meeting, stating whether the Proposed Transaction is fair and reasonable to the Non-Associated Shareholders.

• 2.5. Pursuant to section 256B of the Corporations Act, a company may make a selective capital reduction if the reduction:

• Is fair and reasonable to the Company’s Shareholders a whole;

• Does not materially prejudice the Company’s ability to pay its creditors; and

• Is approved by shareholders (as mentioned below) under section 256C of the Corporations Act.

• 2.6. The directors of My Foodie Box have engaged Moore Australia Corporate Finance (WA) Pty Ltd (“MACF”) being independent and qualified for the purpose, to prepare an Independent Expert’s Report to express an opinion as to whether or not the Proposed Transaction and the Selective Capital Reduction and Cancellation are fair and reasonable to the shareholders of My Foodie Box not associated with the Proposed Transaction (the “Non-Associated Shareholders”).

• 2.7. Our assessment of the Proposed Transaction relies on financial information and instructions provided by the Company and the Directors. We have critically analysed the information provided to us, but we have not completed any audit or due diligence of the information which has been provided for the entities which have been valued. This report does not contain any accounting or taxation advice.

Approach

• 2.8. Our report has been prepared having regard to Australian Securities & Investments Commission (“ASIC”) Regulatory Guide 111 Content of Expert’s Reports (“RG 111”) and Regulatory Guide 112 Independence of Expert’s (“RG 112”)

• 2.9. In arriving at our opinion, we have assessed the terms of the Proposed Transaction, as outlined in the body of our report, by considering the following;

• How the value of 60% of the Business compares to the value of the consideration being provided (specifically, the transfer of liabilities and cancellation of 30 million My Foodie Box shares);

• Advantages and disadvantages of approving the Proposed Transaction;

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• The likelihood of a superior alternative Proposed Transaction being available to My Foodie Box;

• Other factors which we consider to be relevant to the shareholders of My Foodie Box in their assessment of the Proposed Transaction; and

• The position of the shareholders of My Foodie Box should the Proposed Transaction not be successful.

• 2.10. Further information on the approach we have employed in assessing whether the Proposed Transaction is “fair and reasonable” is set out at Section 4 of this Report.

Opinion

Proposed Transaction

• 2.11. We have considered the terms of the Proposed Transaction as outlined in the body of our report and have concluded that the Proposed Transaction is fair and reasonable to the Non-Associated Shareholders of My Foodie Box, as set out in Sections 10 and 11 of this Report.

Selective Capital Reduction

• 2.12. We have considered the terms of the Selective Capital Reduction and Cancellation as outlined in the body of our report and have concluded that the Selective Capital Reduction and Cancellation is fair and reasonable to the Non-Associated Shareholders of My Foodie Box, as set out in Sections 10 and 11 of this report.

Fairness

Proposed Transaction

• 2.13. When assessing fairness, we have used two methods to determine our opinion. In Sections 8 and 9, we considered the value of the Business and in Section 9, we considered the value of the Consideration.

• 2.14. Our assessed values are summarised in the table below.

	Section	Low Value $	High Value $
Assessed Fair Value of the Business	8	Nil	Nil
Assessed Fair Value of the Consideration	9	1,100,000	1,600,000
Source: MACF analysis

• 2.15. In the absence of any other relevant information, in our opinion, this indicates that the Proposed Transaction is fair to the Non-Associated Shareholders of My Foodie Box as the assessed fair value of the consideration is higher than the assessed fair value of the business.

Selective Capital Reduction

• 2.16. When assessing fairness, we are of the opinion that the Selective Capital Reduction and Cancellation should be considered in totality with the Proposed Transaction. However, for the purpose of presenting the impact of the Selective Capital Reduction and Cancellation in isolation, we have compared the value of the shares and options being cancelled to the value of the Business.

• 2.17. Our assessed values are summarised in the table below.

	Section	Low Value $	High Value $
Assessed Fair Value of the Business	8	Nil	Nil
Assessed Fair Value of the Selective Capital Reduction and Cancellation	9	60,000	100,000
Source: MACF analysis

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• 2.18. In the absence of any other relevant information, in our opinion, this indicates that the Selective Capital Reduction and Cancellation is fair to the Non-Associated Shareholders of My Foodie Box as the assessed fair value of the shares and options being cancelled is higher than the assessed fair value of the Business.

Reasonableness

• 2.19. RG 111 establishes that an offer is reasonable if it is fair. It may also be reasonable if, despite not being fair, there are sufficient reasons for security holders to accept the proposed transaction in the absence of a higher bid before the proposed transaction closes. We have considered the analysis in Section 11 of this report, in terms of both:

• Advantages and disadvantages of the Proposed Transaction and the Selective Capital Reduction and Cancellation; and

• Other considerations if the Proposed Transaction and Selective Capital Reduction and Cancellation are successful and the position of shareholders of My Foodie Box if they are not successful.

• 2.20. When assessing reasonableness, we have considered the Proposed Transaction and the Selective Capital Reduction and Cancellation as one. This is because we believe the advantages and disadvantages under each scenario are the same.

• 2.21. In our opinion, the position of the Non-Associated Shareholders if the Proposed Transaction and the Selective Capital Reduction and Cancellation are approved is more advantageous than if they are not approved. We are of this opinion primarily because we believe Non-Associated Shareholders will be better off if My Foodie Box can pursue other opportunities.

• 2.22. The advantages and disadvantages considered are summarised below. A detailed explanation can be found in section 11.

Advantages of approving the Proposed Transaction and the Selective Capital Reduction and Cancellation

• The Proposed Transaction and the Selective Capital Reduction and Cancellation are fair and reasonable for the shareholders of My Foodie Box;

• Reduce the Company’s liabilities and cash expenditure;

• Focus on new strategies;

• Retain exposure to the Business;

• Potentially reinstate trading status on the ASX;

• Ease of future capital raising;

• The Selective Capital Reduction and Cancellation means that the Company won’t have to buy back shares under a separate agreement with Little Oneroa Pty Ltd, an entity controlled by Ms Mai Hughes and Mr Bryan Hughes; and

• Current shareholders of My Foodie Box will own a larger percentage of the Company due to the Selective Capital Reduction.

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Disadvantages of approving the Proposed Transaction and the Selective Capital Reduction

• Disposal of main trading business;

• Reduced size in assets and operating activities;

• Potential future growth in the Business will not be fully recognised;

• No other potential competing bids for the Business will be considered; and

• A loan issued by My Foodie Box to the MFB will be used to fund the acquisition may not have been required if the Proposed Transaction did not occur.

• 2.23. Other key matters we have considered include:

• We are not aware of any alternative offers.

• My Foodie Box has not undertaken a formal sale process nor offered the Business to the market for other potential buyers.

• Normalising incomes and expenditures for a listed company to present it as a private business is difficult because there is no certainty around what expenses may be avoided or the impact on revenue as a result of cutting expenses. The Business could potentially generate profits under private ownership and it’s possible these changes could be made under a listed company structure, however we note that the Company will still have exposure to the Business via its 40% holding in MFB.

• We note that if the Proposed Transaction does not occur, My Foodie Box may have going concern issues unless it finds a way to raise funds.

3. Summary of the Proposed Transaction and Selective Capital Reduction and Cancellation

• 3.1. On 3 November 2023 MFB entered into a Business and Assets Sale Agreement (the “Agreement”) with My Foodie Box to acquire 100% of the Business and Assets of My Foodie Box.

• 3.2. The Consideration comprises:

• The cancellation via a selective capital reduction of 30,000,000 fully paid ordinary shares (“Share Cancellation”) of My Foodie Box and the cancellation of 7,600,000 options (“Option Cancelation”) to acquire shares held by Mr Bryan Hughes and Ms Mai Hughes (and their associates) (the “Selective Capital Reduction and Cancellation”).

• The assumption of all debts owing by the Company to Mr Bryan Hughes and Ms Mai Hughes (and/or their related entities) including;

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  - all debts owing to Onetangi Nominees Pty Ltd; and

  - all debts owing to Little Oneroa Pty Ltd ATF the Bryan Hughes Family Trust.

• The assumption of all other debts are/or creditors owing by My Foodie Box excluding the Remaining Costs (as defined in Appendix B); and

• The issue of fully paid ordinary shares of the Purchaser to My Foodie Box, equal to 40% of the total issued capital of the Purchaser (post-issue).

• 3.3. If the Proposed Transaction proceeds, the Purchaser will acquire 100% of the Business, and the Company will have a 40% shareholding in the Purchaser. As such, in practical terms, My Foodie Box is disposing of a 60% interest in the Business. Therefore, our analysis assumes a

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60% interest is the relevant valuation for My Foodie Box. If we had performed our analysis assuming a 100% interest is valued, our opinion would not change.

• 3.4. My Foodie Box has raised a total of $540,000 through debt facilities (“Debt Financing”) $300,000 of which will be used to provide vendor financing to MFB as part of the Proposed Transaction (“Vendor Financing”). Post-Proposed Transaction, the net asset value of My Foodie Box will be equal to the current cash and cash equivalents balance, less an approximate $175,000 liability that will reflect corporate costs retained by the Company that management have communicated relate to corporate costs retained by My Foodie Box. Debt Financing and Vendor Financing will not have an effect on net asset value, as the change in assets and liabilities will offset each other once MFB acquires the agreed liabilities. Further information can be found in Appendix B.

Key conditions of the Proposed Transaction

• 3.5. The Proposed Transaction is conditional upon a number of conditions precedent, including:

• My Foodie Box obtaining all necessary shareholder, regulatory and ASX approvals;

• My Foodie Box cancelling shares and options; and

• The settlement of the transfer of 40% of the total issued capital of MFB in ordinary shares (post-issue) to My Foodie Box Limited.

Rationale for the Proposed Transaction

• 3.6. The privatisation of the My Foodie Box Business will allow the Purchaser to focus on the Business without any of the corporate and compliance overheads required of a publicly listed company, with My Foodie Box retaining an interest in the future performance of the Business through its 40% shareholding in the Purchaser.

• 3.7. The disposal of the Business will make My Foodie Box largely debt free and enable the directors to focus on finding future opportunities whereby the shareholders could receive greater returns.

• 3.8. The assumption of debt by the Purchasers will mean that My Foodie Box is debt free and will therefore be easier for My Foodie Box to raise capital to fund future opportunities.

Impact of Proposed Transaction on My Foodie Box’s Capital Structure

• 3.9. The Proposed Transaction will result in a change to the Company’s capital structure as follows:

Pre-Transaction	Post-Transaction
Registered Holder No of Ordinary Shares Held %	Registered Holder No of Ordinary Shares Held %
Little Oneroa Pty Ltd 30,000,000 18%	Blamnco Trading Pty Ltd 16,743,728 12%
Blamnco Trading Pty Ltd 16,743,728 10%	Romfal Sifat Pty Ltd 15,818,682 11%
Romfal Sifat Pty Ltd 15,818,682 9%	Conspicuous Capital Pty Ltd 11,704,152 8%
Conspicuous Capital Pty Ltd 11,704,152 7%	AD & MP Beard 11,129,152 8%
AD & MP Beard 11,129,152 7%	Magnet Investments Pty Ltd 10,000,000 7%
Total Top 5 Registered Shareholders 85,395,714 50%	Total Top 5 Registered Shareholders 65,395,714 47%
Others 83,767,621 50%	Others 73,767,621 53%
Total Ordinary Shares on Issue 169,163,335 100%	Total Ordinary Shares on Issue 139,163,335 100%

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• 3.10. The above analysis has been prepared on the assumption that My Foodie Box will cancel 30,000,000 shares and 7,600,000 options held collectively by Little Oneroa Pty Ltd (ATF the Bryan Hughes Family Trust), Mr Bryan Hughes and Ms Mai Hughes (and their associates).

4. Scope of the report

Regulatory guidance

• 4.1. The Listing Rules do not define the meaning of ‘fair and reasonable’. In determining whether the Proposed Transaction is fair and reasonable, we have had regard to the views expressed by ASIC in RG 111. This regulatory guide provides guidance as to what matters an independent expert should consider assisting security holders to make informed decisions about transactions.

Adopted basis of evaluation

• 4.2. RG 111 states that a transaction is fair if the value of the offer price or consideration is greater than the value of the value of the asset being acquired. This comparison should be made assuming a knowledgeable and willing, but not anxious, buyer and a knowledgeable and willing, but not anxious, seller acting at arm’s length.

• 4.3. Further to this, RG 111 states that a transaction is reasonable if it is fair. It might also be reasonable if despite being ‘not fair’ the expert believes that there are sufficient reasons for NonAssociated Shareholders to accept the proposed transaction in the absence of any higher bid.

• 4.4. Having regard to the above, MSPCS has completed this comparison as follows:

• A comparison between the value of the Business and the value of the Consideration (fairness – see Section 10 – Assessment of Fairness);

• A comparison between the value of the Business and the value of the Selective Capital Reduction and Cancellation (fairness – see Section 10 – Assessment of Fairness);

• An investigation into other significant factors to which Non-Associated Shareholders might give consideration, prior to approving the Proposed Transaction and the Selective Capital Reduction and Cancellation, after reference to the values derived above (reasonableness – see Section 11 -Assessment of Reasonableness).

5. Industry analysis

• 5.1. My Foodie Box operates in a niche subsection of the online grocery sales industry in Australia. This industry serves customers by allowing them to order products online and have them be delivered. More specifically, My Foodie Box delivers pre-portioned meal kits and recipes to customers, offering a more convenient service than the provision of groceries alone.

Performance

• 5.2. Recent inflationary pressures have provided online grocery retailers with higher incomes and profit margins as groceries are a necessity good with consumers more than willing to continue spending money on goods. However, meal kit delivery services are not necessarily viewed in the same way as online groceries.

• 5.3. In analysing the online meal kit delivery sector, it is important to acknowledge the marked elasticity of the market. The pricing strategy for these products positions them predominantly as luxury items. This is because they are not only supplying groceries, but also adding value through convenience with the meal kits. Consequently, consumer perception is that these meal kits are a discretionary expense rather than a necessity.

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Competitors

• 5.4. Given that the online meal kit retailer market represents a niche subset of the overall online grocery sales industry, it has its own separate major players in the industry. As far as the data on the online grocery industry as a whole, Woolworths dominates with a 53.5% share in the industry, followed by Coles at a 31.2% share. However, companies like HelloFresh and MarleySpoon better represent the business operations of My Foodie Box which both cover a 5.8% and 2% market share respectively.

Revenue of Major Players in Online Grocery Sales FY23

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Woolworths Coles HelloFresh Australia MarleySpoon Wesfarmers Amazon Australia

Source: Ibis World – Online Grocery Sales in Australia Industry 2023

Key Drivers

• 5.5. Real household disposable income and online shopping demand are the two most obvious and largest drivers in this industry. Consumer sentiment index and average weekly hours worked also play a big part in determining the direction of the industry in the near future. All of these factors play a positive relationship in the economic wellbeing of the online grocery shopping industry and therefore My Foodie Box.

Outlook

• 5.6. For the online grocery sales industry in Australia, there is expected to be a minor decline in revenue within the next year but also an expected gradual rise in the long term. Online retailers are becoming more and more popular with many consumers opting to exclusive delivery online, we predict this to go into full effect for industries like grocery shopping in the long term.

• 5.7. As a way to gain a competitive advantage over competitors, it is expected that companies that sell prepared meals will focus on innovation in the coming years, focusing on aspects such as convenience, taste and quality.

• 5.8. It is also expected that meal producers are going to look towards other markets to circumvent growing competition, such as forming corporate relationships to boost sales.

• 5.9. Overall the online grocery delivery industry is expected to increase s an annualised rate of 3.4% over the next five years ending 2028 to $10.7bn. Furthermore, this amount is expected to be $10.98bn ending 2029 from $9.1bn today[1] .

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6. Profile of My Foodie Box

Background

• 6.1. My Foodie Box was incorporated in October 2017 and is based in Western Australia. It listed on the ASX in January 2022 (ASX: MBX).

• 6.2. The business of My Foodie Box is the meal subscription and logistics service. My Foodie Box source, prepare and deliver ingredients direct to consumer along with recipes to cook the meals. My Foodie Box currently operates in Western Australia.

Business Overview and Strategy

• 6.3. The Company listed on ASX in January 2022 with a strategy to rapidly grow its active subscriber base and business through an aggressive marketing and discounting campaign. The Company achieved strong revenue growth following listing, however deteriorating macroeconomic conditions and rapidly rising inflation together with multiple consecutive interest rate rises in 2022, has resulted in the Company undertaking an internal strategic review and shifting strategy to reduce costs and preserve cash. Persistently high inflationary pressures have further adversely impacted on the financial performance of the sector and the Company.

• 6.4. The founding Directors remain confident in the initial strategy and growth prospects of the Business, but consider it is in the best interests of shareholders that the Business be privatised and continue as a private company without the corporate and compliance overheads associated with being a publicly listed company. Following divestment of the Business, the Company will be free of material liabilities and will have minimal cash burn, and will seek to acquire a new material asset or business to restore shareholder value. As the disposal of the Business is a disposal of the Company’s main undertaking, the Company is likely to need to re-comply with Chapters 1 and 2 of the ASX Listing Rules in connection with any future acquisition or transaction (“Re-Compliance Transaction”).

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Board of Directors

• 6.5. The current Board of Directors are:

Name	Title	Experience
Mr Bryan Hughes	Executive	Mr Hughes is a Chartered Accountant who specialises in
	Chairman	corporate advisory, corporate finance, and corporate
		turnarounds. Bryan has over 30 years of corporate experience
		and has facilitated and overseen many projects to significant
		financial success.
Mai (Parisrat)	Executive	Ms Hughes has experience in the hospitality and food sectors
Hughes	Director	working for fortune 500 companies. Ms Hughes developed her
	and CEO	expertise in management and customer service working internationally in luxury hotels in sales and marketing. Ms
		Hughes combined her professional experience in hospitality
		management with her passion for food to start her own
		foodtech company at the age of 28.
Guy Perkins	Non-Executive	Mr Perkins has over 25 years’ experience in the global
	Director	information technology (IT) industry including several key
		management positions. He has worked with IT companies
		such as ESRI (US), MapInfo (NYSE:PBI), ER Mapper
		(Australia), Hexagon, NearMap (ASX:NEA) and 1Spatial
		(AIM:SPA).
Francis Xavier De	Non-Executive	Mr De Souza has 20 years’ experience in capital markets and
Souza	Director	investment banking with experience across the resources and
		technology industries.

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The Historical Financial Information

• 6.6. The information below provides a summary of the financial information of My Foodie Box for the three financial years ended 30 June 2023. The information has been extracted from the audited financial statements of the Company for the years ended 30 June 2023 and 2022.

Statement of Financial Performance	Ref FY23 FY22 FY21
	Audited $ Audited $ Audited $
Revenue
Revenue from contracts with customers	i 5,455,413 5,268,673 3,553,800
Other revenue	117,802 17,238 13,872
Other income	ii 445,934 - 71,721
Net Loss on fair value adjustment of financial asset	iii (103,000) 103,000 -
Total income	5,916,149 5,388,911 3,639,393
Expenses
Materials and consumables used	3,370,470 2,743,600 1,700,116
Transport expense	50,353 162,043 173,690
Depreciation and amortisation expense	193,318 174,228 136,079
Employee benefits expense	3,349,511 3,242,015 1,221,467
Technology expense	97,962 113,356 67,363
Occupancy expense	79,487 62,899 52,624
Marketing expense	528,601 1,035,215 232,765
Finance costs	iv 92,063 114,254 127,375
Warehouse contractors	- 20,979 109,542
Listing and share registry expense	16,080 209,411 -
Share based payments expense	v 297,314 267,037 -
Other expenses	862,692 716,514 419,487
Impairment expense	vi 1,160,272 - -
Total expenses	10,098,123 8,861,551 4,240,508
Loss before income tax	(4,181,974) (3,472,640) (601,115)
Income tax	- - -
Loss after income tax	(4,181,974) (3,472,640) (601,115)

Commentary on Financial Performance

• 6.7. We note the following in relation to the financial performance of My Foodie Box:

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• Revenue is generated from sales of meal kits and grocery items to consumers.

• Other income relates to a gain on the revaluation of convertible notes during FY23.

• The fair value adjustment relates to a share buy back agreement entered into during FY22 whereby the Company will buy back shares in the Company if it fails to meet audited revenue milestones in FY22 and FY23. The shares are to be bought back at 25% of the VWAP over the 5 preceding days on which shareholder approval is obtained. Directors, Mr and Ms Hughes are the shareholders of the shares upon which the buy back agreement relates.

• Finance costs relate to interest on borrowings and lease liabilities.

• Share based payments relate to the issue of director, performance management options and lead manager options.

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• The impairment expense incurred during FY23 relates to the impairment of plant, equipment, leasehold improvements, motor vehicles, intangible assets (website development costs) and right of use assets to nil.

• 6.8. The table below sets out the Statement of Financial Position of My Foodie Box as at 30 June 2021, 2022 and 2023. The information has been extracted from the audited financial statements of the Company for the years ended 30 June 2022 and 2023.

Statement of Financial Position Ref	FY23 FY22 FY21
	Audited $ Audited $ Audited $
Assets
Current assets
Cash and cash equivalents	3,164 2,295,813 100
Trade and other receivables	14,863 122,120 21,269
Inventories	62,848 114,394 -
Financial assets at fair value through profit or loss i	- 103,000 -
Prepayments	42,399 105,320 -
Total current assets	123,274 2,740,647 21,369
Non-current assets
Other receivables	- 24,214
Plant and equipment ii	- 345,204 264,136
Right-of-use assets ii	- 376,516 480,933
Intangible assets ii	- 160,516 28,723
Security Deposit	- 17,419 17,419
Total non-current assets	- 899,655 815,425
Total assets	123,274 3,640,302 836,794
Liabilities
Current liabilities
Trade and other payables	801,242 1,303,694 475,570
Contract liabilities	49,276 109,525 -
Borrowings iii	475,224 10,224 213,672
Lease liabilities iv	137,934 117,416 113,775
Employee benefits liabilities	42,716 75,610 54,685
Other current liabilities v	435,170 - 375,000
Total current liabilities	1,941,562 1,616,469 1,232,702
Non-current liabilities
Payables	- - 507,722
Borrowings iii	12,100 31,452 37,715
Lease liabilities iv	190,752 306,041 400,569
Make good provisions	50,000 50,000 50,000
Total non-current liabilities	252,852 387,493 996,006
Total liabilities	2,194,414 2,003,962 2,228,708
Net assets/(liabilities)	(2,071,140) 1,636,340 (1,391,914)
Equity
Issued capital	5,971,841 5,883,557 100
Reserve vi	914,390 617,437 -
Accumulated losses	(8,957,372) (4,864,654) (1,392,014)
Total equity	(2,071,141) 1,636,340 (1,391,914)

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Commentary on Financial Position

• 6.9. We note the following in relation to the Company’s financial position:

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• The financial asset relates to a share buy back agreement entered into during FY22 whereby the Company will buy back shares in the Company if it fails to meet audited revenue milestones in FY22 and FY23. The shares are to be bought back at 25% of the VWAP over the 5 preceding days on which shareholder approval is obtained. Directors, Mr and Ms Hughes are the shareholders of the shares upon which the buy back agreement relates.

• Plant, equipment, leasehold improvements, motor vehicles, intangible assets (website development costs) and right of use assets were impaired to nil as at 30 June 2023.

• Borrowings as at 30 June 2023 include an unsecured related party loan of $247,594 an unsecured short term finance loan of $212,070, and finance lease liabilities.

• Lease liabilities relate to operating leases for leasehold premises with a term of five years commencing in October 2020. The associated right of use asset has been impaired to nil during FY23.

• Other current liabilities as at 30 June 2023 relate to a convertible note of $500,000 (with a fair value of the liability being $ as at 30 June 2023) for working capital purposes. The convertible notes have been provided by the directors, Mr Hughes and Mr Perkins. These convertible notes convert into ordinary shares in the Company at 5.3c per share, subject to shareholder approval. There is also a promissory note of to raise a further $500,000 with an interest rate of 10% per annum and a term of 24 months.

• Other reserves include a share based payment reserve and a convertible note reserve.

Capital Structure

• 6.10. As at 30 June 2023 My Foodie Box had 169,163,335 ordinary shares on issue. Details of the top 10 registered shareholders as at 30 June 2023 are as follows:

Name	No of Ordinary Shares Held %
Little Oneroa Pty Ltd	30,000,000 17.7%
Blamnco Trading Pty Ltd	16,743,728 9.9%
Romfal Sifat Pty Ltd	15,818,682 9.4%
Conspicuous Capital Pty Ltd	11,704,152 6.9%
AD & MP Beard	11,129,152 6.6%
Magnet Investments Pty Ltd	10,000,000 5.9%
HGL Investments Pty Ltd	9,926,237 5.9%
Godin Corp Pty Ltd	9,798,321 5.8%
JAF Capital Pty Ltd	9,637,672 5.7%
Jomalco Pty Ltd	7,633,528 4.5%
Total top 10 shareholders	132,391,472 78%
Others	36,771,863 22%
Total Ordinary Shares on Issue	169,163,335 100%

Options

• 6.11. At the date of this report, My Foodie Box had 29,499,980 options on issue over unissued shares with exercise prices ranging from $0.20 per share to $0.30 per share, 10,000,000 options issued to joint lead managers during FY23 with an exercise price of $0.025 and 27,000,000 options issued subsequent to 30 June 2023 with an exercise price at a 50% premium to the issue price under the capital raising to be conducted in connection with a Re-Compliance Transaction.

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Share Price Performance

• 6.12. The figure below sets out a summary of My Foodie Box’s closing share price and volume of My Foodie Box shares traded since its initial public offering. The Company was suspended from trading on 2 October 2023 for not lodging periodic reports by the due date. The initial announcement regarding the Proposed Transaction was on 13 July 2023, when the Company share price was $0.006. There were no trades in the Company’s shares following the announcement until 12 September 2023. The announcement of the Proposed Transaction had no impact on the Company’s share price.

• 6.13. We note that the subsequent announcements made by My Foodie Box on 17 October 2023 and 16 November 2023 regarding the Proposed Transaction did not have an effect on the My Foodie Box share price due to the suspension of shares on those dates.

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----- Start of picture text -----

0.30 1.8
1.6
0.25
1.4
0.20 1.2
1.0
0.15
0.8
0.10 0.6
0.4
0.05
0.2
0.00 0.0
Volume (RHS) Share Price (LHS)
$ Millions
Jan-22 Feb-22 Mar-22 Apr-22 May-22 Jun-22 Jul-22 Aug-22 Sep-22 Oct-22 Nov-22 Dec-22 Jan-23 Feb-23 Mar-23 Apr-23 May-23 Jun-23 Jul-23 Aug-23 Sep-23 Oct-23 Nov-23
----- End of picture text -----

Source: S&P Capital IQ

• 6.14. Over the period presented, My Foodie Box shares traded at a high of $0.076 in September 2022 and a low of $0.004 in September 2023, representing a decline of 94.7% during the 12 month period. The decline in the share price arose during a period of declining profitability and increasing net cash outflows from operations, which led the Company needing to obtain short term finance in order to fund working capital.

• 6.15. The Company’s shares were in suspension from 3 November 2022 to 8 November 2022 due to the release of a capital raising announcement and again between 27 January 2023 and 2 February 2023 pending the release of an announcement relating to note funding.

• 6.16. Trading volumes prior to 27 September 2023. 0.21% of the Company’s shares were traded in the 60 trading days prior to suspension of the Company’s shares. This is indicative of an illiquid stock.

Other Information

• 6.17. My Foodie Box is a listed disclosing entity for the purposes of the Corporations Act and therefore is subject to continuous disclosure obligations and listing rules. A substantial amount of information about My Foodie Box, including its ASX announcements, can be obtained from its website www.myfoodiebox.com.au.

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7. Valuation approach

Definition of Value

• 7.1. RG 111 states that a transaction is fair if the value of the consideration is greater than the value of the net assets being disposed of. This comparison should be made assuming a knowledgeable and willing, but not anxious, buyer and a knowledgeable and willing, but not anxious, seller acting at arm’s length. Further to this, RG 111 states that a transaction is reasonable if it is fair. It might also be reasonable if despite being ‘not fair’ the expert believes that there are sufficient reasons for security holders to accept the offer in the absence of any higher bid.

Valuation Approach Adopted

• 7.2. There are a number of methodologies which can be used to value a company. The principal methodologies which can be used are as follows:

• Capitalisation of future maintainable earnings (‘FME’)

• Discounted cash flow (‘DCF’)

• Quoted market price basis (‘QMP’)

• Net asset value (‘NAV’)

• Market approach method (Comparable market transactions)

• 7.3. A summary of each of these methodologies is outlined in Appendix B.

Value of the Business

• 7.4. In assessing the value of the Business, we have determined to value the company using the Net Asset Value (“NAV”) methodology. We took into consideration the net assets or liabilities of the Company at 30 June 2023 that will be disposed.

• 7.5. The Proposed Transaction results in the total net liabilities of My Foodie Box being transferred to MFB, with the exclusion of certain items. We began our calculations by retrieving the NAV as at 30 June 2023, and applying adjustments to this value as outlined in the Purchase Agreement. More details on these clauses can be found in section 9.

• 7.6. Having calculated the valuation of the liabilities disposed of by My Foodie Box, we then applied a further adjustment to account for the non-current assets owned by the Company that hold no value within the Statement of Financial position as they were all fully impaired during the FY23 period. This value was then added to the net liabilities disposed of by My Foodie Box, to result in the final amount of liabilities that will be disposed of by My Foodie Box on execution of the Proposed Transaction.

• 7.7. Our calculations resulted in a negative total assessed NAV of the Business and its value has been recorded as Nil.

• 7.8. We note that My Foodie Box will retain 40% interest in the Business, through its new holding in MFB post Proposed Transaction. We have therefore only valued 60% of the sale even though the headline terms of the transaction suggest 100% of the Business is disposed. If we valued 100% of the business, our opinion would not change.

• 7.9. We note that as of 30 June 2023, all non-current assets owned by My Foodie Box were impaired to a book value of nil. We have not conducted a market valuation on the value of these assets but are of the opinion that the value would not bring the NAV to a positive figure.

• 7.10. We considered the Future Maintainable Earnings (“FME”) valuation methodology. However, we have found that the business has been unprofitable for the previous three financial years even where normalisations are made to determine the profit of the Business as a private entity. As such, the FME methodology would have placed the value of the Company at nil. The Business

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has shown early indications of a break even position but there is not a long enough history to consider this information reliable.

• 7.11. The Quoted Market Price (“QMP”) methodology is not applicable because the Business has been unprofitable and we don’t believe the share price of My Foodie Box reflects anything but shell value.

• 7.12. We do not consider that the DCF basis of valuation is appropriate as the Management of the Business are not able to reliably and accurately forecast the future cash flows of the Business.

Value of Consideration

• 7.13. In assessing the value of the Consideration, we have considered the Selective Capital Reduction of 30,000,000 shares. We assume that there is no value in the Option Cancellation. We have also considered the value to My Foodie Box of eliminating a number of liabilities.

• 7.14. Initially, the total value of My Foodie Box shares was determined by combining the net asset value of My Foodie Box with the value attributed to the Company through its potential of being considered a shell company.

• 7.15. A shell company is a dormant listed entity whose securities have been either suspended for a long period of time or otherwise lacking a viable businesses model. This is the case for My Foodie Box, as its business model has not proven to be profitable and financial performance has declined significantly.

• 7.16. A conclusion of the final Value of the Consideration was reached by adding the Benefit of the Selective Capital Reduction to the final amount of liabilities that My Foodie Box will dispose of, as detailed in section 7.6.

• 7.17. The terms of the Proposed Transaction, as detailed in section 9, highlight the fact that nearly all debts of the Company will be assumed by MFB on completion of the Proposed Transaction, having a significantly positive effect on shareholder value as a number of liabilities are eliminated.

• 7.18. We note that My Foodie Box will retain an indirect interest of 40% in the Business through its shareholding in the Purchaser. However, as we have determined that the value of the Business is nil, we have not allocated any value to this interest.

8. Valuation of the business

• 8.1. As stated at Section 7 we have assessed the value of the Business on the NAV basis on a going concern basis. We have determined the NAV of the Business as those assets and liabilities being transferred to the Purchaser.

Assessed value of the Business

	Ref Low High
	$ $
Value of liabilities disposed of by My Foodie Box	8.3 (1,899,304) (1,899,304)
Add: Non-current asset value written down in reported accounts	8.6 435,770 871,539
Total assessed net asset value of the Business	(1,463,535) (1,027,765)
Value of the Business	Nil Nil

Source: MACF analysis

8.2. The table above indicates that My Foodie Box has transferred net liabilities to MFB and the Business is worth Nil.

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8.3. The value of liabilities disposed of by My Foodie Box are detailed below. We have displayed the net assets retained by My Foodie Box in 2 separate ways. The first being with the exclusion of any adjustments associated with Vendor Financing and Debt Raising, as these specific adjustments will offset each other in the balance sheet with corresponding assets and liabilities. The alternative method includes the financing adjustments outlined above. For further information on these items, please refer to Appendix B.

	Net Assets of My Foodie Box FY23 Net Assets Disposed to MFB Net Assets Retained by My Foodie Box Net Assets Retained by My Foodie Box with Financing Adjustments
	$ $ $ $
Assets
Current assets
Cash and cash equivalents	3,164 - 3,164 210,764
Trade and other receivables	14,863 14,863 - -
Inventories	62,848 62,848 - -
Other assets	42,399 42,399 - -
Total current assets	123,274 120,110 3,164 210,764
Non-current assets Vendor finance Total non-current assets Total assets	- - - 300,000
	- - - 300,000
	123,274 120,110 3,164 510,764
Liabilities
Current liabilities
Trade and other payables	801,242 626,242 175,000 142,600
Contract liabilities	49,276 49,276 - -
Borrowings	475,224 475,224 - -
Lease liabilities	137,934 137,934 - -
Employee benefits liabilities	42,716 42,716 - -
Other current liabilities	435,170 435,170 - -
Total current liabilities	1,941,562 1,766,562 175,000 142,600
Non-current liabilities
Borrowings	12,100 12,100 - -
Lease liabilities	190,752 190,752 - -
Provisions	50,000 50,000 - 540,000
Total non-current liabilities	252,852 252,852 - 540,000
Total liabilities	2,194,414 2,019,414 175,000 682,600
Net assets	(2,071,140) (1,899,304) (171,836) (171,836)

8.4. All liabilities and assets are assumed by the Purchaser, MFB, except for current cash and cash equivalents and approximately $175,000 in current liabilities that management have communicated relate to corporate costs retained by My Foodie Box.

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• 8.5. We have added an adjustment for the value of non-current assets, as there is currently no balance on these items on the Balance Sheet. My Foodie Box impaired all assets during FY23 to nil. We believe that assets within the Business still hold a market value and have therefore added an adjustment to represent the assets that will be acquired. We did not conduct separate market price analysis on these assets. The calculation of this adjustment is detailed below:

Non-current assets	Book Value at 30 June FY23 Impairment during FY23
	$ $
Plant and equipment	- 51,421
Commercial kitchen	- 33,614
Improvements	- 43,489
Motor vehicles	- 42,670
Office equipment	- 30,905
Computer Equipment	- 39,480
Cool rooms and refrigeration units	- 103,006
Website development	- 330,154
WIP - website development	- 196,800
Total	- 871,539

• 8.6. For our low valuation, we have adopted a value of 50% of the total impairment cost for FY23. For our high valuation, we have adopted 100% of the impairment cost for FY23. Our resulting figures are calculated below:

	Low High
Total non-current asset value	871,539 871,539
Percentage	50% 100%
Value	435,770 871,539

9. Valuation of the Consideration and Selective Capital Reduction

• 9.1. As stated at Section 7 we have assessed the value of the consideration on a NAV basis.

Assessed value of the Consideration

• 9.2. To determine the value of the Consideration, we calculated the total value of My Foodie Box post the Proposed Transaction.

• 9.3. This was done by inputting the NAV of My Foodie Box assuming that the Business is disposed, which was calculated using the pro-forma Statement of Financial Position detailed in section 8.4.

Post-Proposed Transaction Value Ref	Low High
	$ $
Net asset value of My Foodie Box, post the Proposed Transaction 8.3	(171,836) (171,836)
Shell value i	500,000 750,000
Total Value of My Foodie Box Post-Proposed Transaction	328,164 578,164

Source: MACF analysis

• i. We estimate the current market price of an ASX shell company to be between $500,000 and $750,000.

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• 9.4. We have calculated the benefit of the Selective Capital Reduction and Cancellation by calculating the My Foodie Box value that would have been attributable to the cancelled shares. We have not attributed any value to the options being cancelled.

Benefit of Share Cancelation Ref	Low High
	$ $
Value of My Foodie Box Post-Proposed Transaction 9.3	328,164 578,164
Cancelation of ordinary shares
30,000,000 ordinary shares being cancelled 9.7	30,000,000 30,000,000
Current ordinary shares 6.10	169,163,335 169,163,335
Percentage of total ordinary shares being cancelled	17.73% 17.73%
Benefit of Share Cancelation	58,198 102,534

• 9.5. To conclude the final assessed value of the Consideration, we combined the benefit of the Share Cancelation with the net liability value of the Business. We have added the net liability balance of the Business because this amount reflects liabilities that My Foodie Box will no longer be required to pay if the Proposed Transaction is approved.

Consideration Value Ref	Low High
	$ $
Benefit of Share Cancelation 9.4	58,198 102,534
Total assessed net liability value of the Business 8.1	1,027,765 1,463,535
Total value of Consideration	1,085,963 1,566,068

9.6. We have assessed the total value of the Consideration to be a low value of approximately $1,100,000, and a high value of approximately $1,600,000.

• 9.7.

The Consideration comprises:

• The cancellation of 30,000,000 fully paid ordinary shares of My Foodie Box and 7,600,000 options to acquire shares held by Mr Bryan Hughes and Ms Mai Hughes (and their associates);

• The assumption of all debts owing to Bryan Hughes and Mai Hughes through My Foodie Box (and/or their related entities) including; all debts owing to Onetangi Nominees Pty Ltd and all debts owing to Little Oneroa Pty Ltd ATF the Bryan Hughes Family Trust; and

• The assumption by MFB of all other debts and/or creditors owing by My Foodie Box excluding the Remaining Costs.

Assessed value of the Selective Capital Reduction and Cancellation

• 9.8. As noted in Paragraph 9.4, the Share Cancellation has a value of between $58,198 and $102,534. We have not included a value for the Option Cancellation because we do not believe the options have any value.

• 9.9. The options will vest only if the Company’s audited revenue (excluding one-off or extraordinary items, or revenue derived from any business acquisitions) for any financial year is at least $25 million for the Class A Options, and $50 for the class B Options. For My Foodie Box to achieve this level of revenue it would need to multiply its current earnings by 5 to 10 times in order for the Options to vest. We note that My Foodie Box has already focused on reducing revenue in order to attempt to return the Business to profitability. IPO funds were used (in part) to fund marketing campaigns to deliver more customers to the Business. Increasing revenue resulted in an increase in costs. In order to reduce costs, the Business is no longer focusing on growing or maintaining revenue and is more focused finding a revenue figure that can be delivered profitably.

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• 9.10. In consideration of the performance vesting hurdles, we are of the opinion that it is extremely unlikely that the options will reach the strike price and vesting point, hence valuing both the Class A and Class B options as nil.

• 9.11. To conclude the final assessed value of the Selective Capital Reduction, we combined the value of the Share Cancelation and the Value of the Option Cancelation as summarised below.

Selective Capital Reduction	Ref	Low	High
		$	$
Value of Share Cancelation	9.4	58,198	102,534
Value of Option Cancelation	9.12	Nil	Nil
Total		58,198	102,534

• 9.12. We have assessed the total value of the Selective Capital Reduction and Cancellation to be a low value of approximately $60,000, and a high value of approximately $100,000.

10. Are the Proposed Transaction and Selective Capital Reduction and Cancellation fair to My Foodie Box shareholders?

Proposed Transaction

• 10.1. When assessing fairness, we have compared the value of the Business to the value of the Consideration.

	Section	Low Value $	High Value $
Assessed Fair Value the Business	8	Nil	Nil
Assessed Fair Value Consideration	9	1,100,000	1,600,000

Source: MACF analysis

• 10.2. In the absence of any other relevant information, in our opinion, this indicates that the Proposed Transaction is fair to the Non-Associated Shareholders of My Foodie Box because the value of the Business is less than the value of the Consideration.

Selective Capital Reduction and Cancellation

• 10.3. When assessing fairness, we have compared the value of the Business to the value of the Selective Capital Reduction.

	Section	Low Value $	High Value $
Assessed Fair Value the Business	8	Nil	Nil
Assessed Fair Value Selective Capital Reduction	9	60,000	100,000

Source: MACF analysis

• 10.4. In the absence of any other relevant information, in our opinion, this indicates that the Selective Capital Reduction and Cancellation is fair to the Non-Associated Shareholders of My Foodie Box because the value of the Business is less than the value of the Selective Capital Reduction and Cancellation.

11. Are the Proposed Transaction and Selective Capital Reduction and Cancellation reasonable?

• 11.1. RG111 establishes that a transaction is reasonable if it is fair. If a transaction is not fair it may still be reasonable after considering the specific circumstances applicable to it. In our

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assessment of the reasonableness of the Proposed Transaction and Selective Capital Reduction and cancellation, we have given consideration to:

• The future prospects of My Foodie Box if the Proposed Transaction does not proceed; and

• Other commercial advantages and disadvantages to the Non-Associated Shareholders as a consequence of the Proposed Transaction proceeding.

• 11.2. We have assessed the Proposed Transaction and the Selective Capital Reduction and Cancellation as a single transaction because they are interdependent and the reasonableness factors are the same for both scenarios.

Advantages and Disadvantages

• 11.3. In assessing whether the Non-Associated Shareholders are likely to be better off if the Proposed Transaction and Selective Capital Reduction and Cancellation proceed than if they do not, we have considered various advantages and disadvantages that are likely to accrue to the NonAssociated Shareholders.

Advantages of approving the Proposed Transaction and the Selective Capital Reduction and Cancellation

Advantage 1 – Fair and Reasonable

The Proposed Transaction and Selective Capital Reduction and Cancellation are considered both fair and reasonable for the Non-Associated Shareholders of My Foodie Box.

Advantage 2 – Reduce liabilities and Cash Expenditure

The Proposed Transaction and Selective Capital Reduction and Cancellation will significantly reduce the Company’s existing liabilities and cash burn of My Foodie Box moving forward because the majority of liabilities will be transferred to MFB.

Advantage 3 – Focus

The completion of the Proposed Transaction and Selective Capital Reduction and Cancellation will allow the Company to focus its strategies to find better opportunities for growth for shareholders.

Advantage 4 – Retain Exposure

The Proposed Transaction and Selective Capital Reduction and Cancellation will result in My Foodie Box retaining a 40% shareholding in MFB, allowing the Company to continue to be exposed to any future growth the Business experiences. This could potentially benefit NonAssociated Shareholders in the future through dividends or future Business sale proceeds.

Advantage 5 – Trading on the ASX

The completion of the Proposed Transaction is a condition of recommencing trading on the ASX. Completion of the Proposed Transaction could result in the reinstatement to quotation and the liquidity of My Foodie Box shares.

Advantage 6 – Raising Capital

Once My Foodie Box has disposed of its current business operation, it may be easier for the Company to raise capital as new, more attractive assets could be acquired by the Company.

Advantage 7 – Larger ownership in My Foodie Box.

Post the Proposed Transaction and Selective Capital Reduction and Cancellation, current shareholders will hold a larger percentage of the Company, which will expose them to greater potential returns in the future. Following the Share Cancellation, remaining shareholders will increase their combined interests from 82.3% to 100%.

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Disadvantages of approving the Proposed Transaction

Disadvantage 1 – Disposal of Main Business

The Company will be disposing of its main undertaking, which may not be consistent with the investment objectives of all shareholders.

Disadvantage 2 – Reduced Size

The size of the Company’s tangible asset base and operating activities will be reduced significantly as a result of the disposal.

Disadvantage 3 – Future Growth not Fully Recognised

Once taken private, the Business could potentially be streamlined to achieve profitability. The full potential operating profit attributable to the Business will not be able to be realised by shareholders if the Proposed Transaction occurs, although My Foodie Box will still have a 40% interest in MFB.

Disadvantage 4 – Other Bids

The Company will not be able to realise any other potential competing bid for My Foodie Box in the event such an offer was to arise following the completion of the Proposed Transaction.

Disadvantage 5 – Loan

There is a loan from My Foodie Box to the Purchaser, which is being used to assist the Purchaser fund the acquisition. My Foodie Box raised the funds to provide this loan through a loan that included the issue of options and a 10% interest rate. This may not have been needed if the Proposed Transaction did not occur.

Alternative Proposal

• 11.4. The Directors are not aware of any alternative proposal at the current time which might provide the Non-Associated Shareholders of My Foodie Box a greater benefit than the Proposed Transaction.

• 11.5. If Shareholders do not approve the Proposed Transaction and the Selective Capital Reduction and Cancellation, then the Company may not be able to find an alternative buyer willing to assume the liabilities of the Business.

• 11.6. As discussed in section 2.23, My Foodie Box has not undertaken a formal sale process.

Future prospects of My Foodie Box if the Proposed Transaction does not proceed

• 11.7. If the Proposed Transaction does not proceed, then the Company will either be forced into raising funds or potentially take the business to market to sell to a third party. We note that the business has not been formally marketed for sale so there is no certainty there would be suitable buyers that would be interested in making an acquisition and acquiring all of the liabilities that are being acquired by MFB.

Conclusion on Reasonableness

• 11.8. In our opinion, the position of the Non-Associated Shareholders if the Proposed Transaction is approved is more advantageous than the position if it is not approved. We are of this opinion as there are sufficient reasons for My Foodie Box to dispose of the business. The current diversification of My Foodie Box presents inefficiencies and a lack of focus for the Company. Completion of the Proposed Transaction will enable the directors and staff of My Foodie Box to take advantage of the opportunities associated with the selling the business and help the Company to diversify in future.

• 11.9. Given that My Foodie Box may choose to wind up the operations of the business and obtain liquidation value for the business, this will take considerable time and effort and is unlikely to

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achieve a fair value significantly different to the Consideration associated with the Proposed Transaction.

• 11.10. Therefore, in the absence of any other relevant information and/or a superior Proposed Transaction, we consider that the Proposed Transaction is reasonable for the Non-Associated Shareholders of My Foodie Box.

• 11.11. An individual shareholder’s decision in relation to the Proposed Transaction may be influenced by his or her individual circumstances. If in doubt, shareholders should consult an independent advisor.

12. Independence

• 12.1. Moore Australia Corporate Finance (WA) Pty Ltd is entitled to receive a fee of approximately $15,000, excluding GST and reimbursement of out-of-pocket expenses. Except for this fee Moore Australia Corporate Finance (WA) Pty Ltd has not received and will not receive any pecuniary or other benefit whether direct or indirect in connection with the preparation of this report.

• 12.2. Prior to accepting this engagement Moore Australia Corporate Finance (WA) Pty Ltd has considered its independence with respect to My Foodie Box and the associated shareholders of My Foodie Box, and their respective associates with reference to RG 112, Independence of Expert’s Reports. It is the opinion of Moore Australia Corporate Finance (WA) Pty Ltd that it is independent of My Foodie Box and the associated shareholders of My Foodie Box, and their respective associates.

• 12.3. Moore Australia Corporate Finance (WA) Pty Ltd and Moore Australia Perth have not had at the date of this report any relationship which may impair their independence.

• 12.4. We have held discussions with management of My Foodie Box regarding the information contained in this report. We did not change the methodology used in our assessment as a result of discussions and our independence has not been impaired in any way.

13. Qualifications

• 13.1. Moore Australia Corporate Finance (WA) Pty Ltd is a professional practice company, wholly owned by the Perth practice of Moore Australia, Chartered Accountants. The firm is part of the National and International network of Moore Australia independent firms and provides a wide range of professional accounting and business advisory services.

• 13.2. Moore Australia Corporate Finance (WA) Pty Ltd holds an Australian Financial Services License to provide financial product advice on securities to retail clients (by way of experts reports pursuant to the listing rules of the ASX and the Corporations Act) and its principals and owners are suitably professionally qualified, with substantial experience in professional practice.

• 13.3. The director responsible for the preparation and signing of this report is Mr Peter Gray who is a director of Moore Australia Corporate Finance (WA) Pty Ltd. Mr Gray has approximately 15 years’ experience as a Chartered Accountant and has significant experience in the preparation of independent expert’s reports, valuations and related advice.

• 13.4. At the date of this report neither Mr Gray nor any member or Director of Moore Australia Corporate Finance (WA) Pty Ltd has any interest in the outcome of the Offer.

14. Disclaimers and consents

• 14.1. Moore Australia Corporate Finance (WA) Pty Ltd has been requested to prepare this report, to be included in the Notice of Meeting which will be sent to My Foodie Box’s shareholders.

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• 14.2. Moore Australia Corporate Finance (WA) Pty Ltd consents to this report being included in the Notice of Meeting to be sent to shareholders of My Foodie Box. This report or any reference thereto is not to be included in or attached to any other document, statement or letter without prior consent from Moore Australia Corporate Finance (WA) Pty Ltd.

• 14.3. Moore Australia Corporate Finance (WA) Pty Ltd has not conducted any form of audit or any verification of information provided to us and which we have relied upon in regard to My Foodie Box, however we have no reason to believe that any of the information provided, is false or materially incorrect.

• 14.4. The statements and opinions provided in this report are given in good faith and in the belief that they are not false, misleading or incomplete.

• 14.5. Neither Moore Australia Corporate Finance (WA) Pty Ltd nor Mr Gray take any responsibility for nor have they authorised or caused the issue of any part of this report for any third party other than the shareholders of My Foodie Box in the context of the scope and purpose defined in section 3 of this report.

• 14.6. With respect to taxation implications it is recommended that individual shareholders obtain their own taxation advice, in respect of the Offer, tailored to their own specific circumstances. The advice provided in this report does not constitute legal or taxation advice to shareholders of My Foodie Box or any other party.

• 14.7. The statements and opinions expressed in this report are given in good faith and with reliance upon information generated both independently and internally and with regard to all of the circumstances pertaining to the Offer.

• 14.8. In regard to any projected financial information noted in this report, no member or director of Moore Australia Corporate Finance (WA) Pty Ltd has had any involvement in the preparation of the projected financial information.

• 14.9. Furthermore, we do not provide any opinion whatsoever as to any projected financial or other results prepared for My Foodie Box and in particular do not provide any opinion as to whether or not any projected financial results referred to in the report will or will not be achieved.

Yours faithfully

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Peter Gray Director Moore Australia Corporate Finance (WA) Pty Ltd

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Appendix A – source of information

In preparing this report we have had access to the following principal sources of information:

• Business and Assets Sale Agreement;

• Draft Notice of Meeting;

• Audited financial statements for My Foodie Box for the years ended 30 June 2022 and 2023;

• Publicly available information in relation to My Foodie Box, including ASX announcements;

• Information in the public domain;

• Share registry information for My Foodie Box;

• IBISWorld;

• S&P Capital IQ database; and

• Discussions with directors and management of My Foodie Box.

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Appendix B – additional consideration details

Remaining Costs refers to:

• $20,650.28 owed to Kaai Pty Ltd pursuant to a loan agreement between Kaai Pty Ltd and the Vendor dated 17 August 2023;

• $25,000 owed to Guy Perkins and $20,000 owed to 10 Bolivianos Pty Ltd pursuant to promissory notes issued by the Vendor in January 2023;

• the legal costs incurred by the Vendor in connection with the sale of the Business, including the costs of preparing this Agreement and the costs of preparing a notice of meeting to seek shareholder approval for the sale of the Business;

• the costs of engaging an independent expert to prepare an independent expert’s report on whether the sale of the Business is fair and reasonable to non-associated shareholders;

• the costs of completing the audit on the Vendors financial statements of the financial year ended 30 June 2023, including all costs of Luke Gundry; and

• any costs incurred by the Vendor in engaging the services of Onyx Corporate Pty Ltd on and from the date of execution of this Agreement;

Vendor Financing refers to:

• My Foodie Box will provide Vendor Financing of $300,000 to MFB which must be repaid to the Company over 60 months commencing 3 months from completion of the Proposed Transaction with a 10% interest accruing per annum. The Company will have security over the Business until the Vendor Financing has been repaid.

Debt Raising refers to:

The Company has entered into agreements with various sophisticated and professional investors and the lenders have agreed to provide $540,000 in loan funding. $300,000 of the funds raised from the Debt Raising will be used to provide Vendor Financing to MFB, and the balance will be applied towards costs of the raising and for working capital. Key terms are outlined below:

• Interest: 10% interest per annum;

• Term: The loan shall be repaid on the earlier of: (a) 3 years from drawdown; and (b) the date of completion of a re-compliance transaction on the ASX.

• Conditions to drawdown: there were no conditions to drawdown for $60,000 of the loan funds. For the balance of $480,000, conditions to drawdown were finalisation of the Company’s audited financial statements for the financial year ended 30 June 2023 and execution of the agreement in relation to Proposed Transaction (which have both been satisfied), and the reinstatement of the Company to trading on the ASX (which the lenders agreed to waive);

• Options: As part consideration for proving the loans, subject to shareholder approval, the Company will issue the lenders 1 option for every 2c loaned, each option with an exercise price equal to a 50% premium to the capital raising to be undertaken in connection with the recompliance transaction expiring 3 years from issue;

• Security: $60,000 of the loans are personally guaranteed by Mr Bryan Hughes. $455,000 of the loans are secured over the assets of the Business. As there are multiple secured lenders, the Company has entered into a security trust deed and a general security deed under which security has been granted to a third party trustee to hold the security on behalf of the secured lenders. The balance of $25,000 of the loans are unsecured.

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Appendix C – valuation methodologies

We have considered which valuation methodology is the most appropriate in light of all the circumstances and information available. We have considered the following valuation methodologies and approaches:

• Discounted cash flow methodology (‘DCF’);

• Capitalisation of future maintainable earnings methodology (‘FME’);

• Net assets value method (‘NAV’);

• Quoted market price methodology (‘QMP’); and

• Market approach method (Comparable market transactions)

Valuation Methodologies and Approaches

Discounted Cash Flow Method

Discounted cash flow methods estimate fair market value by discounting a company’s future cash flows to their net present value. These methods are appropriate where a forecast of future cash flows can be made with a reasonable degree of confidence. Discounted cash flow methods are commonly used to value early stage companies or projects with a finite life.

Capitalisation of Maintainable Earnings Method

The capitalisation of maintainable earnings method estimates “fair market value” or “enterprise value”, by estimating a company’s future maintainable earnings and dividing this by a market capitalisation rate. The capitalisation rate represents the return an investor would expect to earn from investing in the company which is commensurate with the individual risks associated with the business.

It is appropriate to apply the capitalisation of maintainable earnings method where there is an established and relatively stable level of earnings which is likely to be sustained into the foreseeable future.

The measure of earnings will need to be assessed and can include, net profit after taxes (NPAT), earnings before interest and taxes (EBIT) and earnings before interest, taxes, depreciation and amortisation (EBITDA).

The capitalisation of maintainable earnings method can also be considered a market based methodology as the appropriate capitalisation rate or ‘earnings multiple’ is based on evidence of market transactions involving comparable companies.

An extension of the capitalisation of maintainable earnings method involves the calculation of share value of an entity. This process involves the calculation of the enterprise value, which is then adjusted for the net tangible assets of the entity.

Net Assets Value Method (Orderly Realisation of Assets)

The net assets value method (assuming an orderly realisation of assets) estimates fair market value by determining the amount that would be distributed to shareholders, after payment of all liabilities including realisation costs and taxation charges that arise, assuming the company is wound up in an orderly manner.

Liquidation of assets - The Liquidation method is similar to the orderly realisation of asset method except the liquidation method assumes the assets are sold in a shorter time frame.

Net assets – The net assets method is based on the value of the assets of a business less certain liabilities at book values, adjusted to a market value.

The asset based approach, as a general rule, ignores the possibility that a company’s value could exceed the realisable value of its assets as they ignore the value of intangible assets such as customer lists, management, supply arrangements, and goodwill.

The asset based approach is most appropriate when companies are not profitable, a significant proportion of assets are liquid, or for asset holding companies.

Cost Based Approach - The cost based approach involves determining the fair market value of an asset by deducting the accumulated depreciation from the asset’s replacement cost at current prices.

Like the asset based approach, the cost based approach has a number of disadvantages, primarily that the cost of an asset does not necessarily reflect the assets ability to generate income. Accordingly, this approach is only useful in limited circumstances, usually associated with intangible asset valuation.

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Valuation Methodologies and Approaches

Quoted Market Price Methodology

The method relies on the pricing benchmarks set by sale and purchase transactions in a fully informed market the ASX which is subject to continuous disclosure rules aimed at providing that market with the necessary information to make informed decisions to buy or to sell.

Consequently, this approach provides a “fair price”, independently determined by a real market. However, the question of a fair price for a particular transaction requires an assessment in the context of that transaction taken as a whole.

In taking a quoted market price based assessment of the consideration to both parties to the proposed transaction, the overall reasonableness and benefits to the non-participating shareholders must be carefully evaluated.

Market Approach Method

The market based approach estimates a company’s fair market value by considering the market prices of transactions in its shares or the market value of comparable assets.

This includes, consideration of any recent genuine offers received by the target for an entire entity’s business, or any business units or asset as a basis for the valuation of those business units or assets, or prices for recent sales of similar assets

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Appendix D – glossary

In this report, unless the context requires otherwise:

Term	Meaning
$	Australian Dollar
Agreement	Business and Assets Sale Agreement between MFB, My Foodie Box and Bryan Hughes dated 3 November 2023
Business	The business of My Foodie Box
Act	Corporations Act 2001
ASIC	Australian Securities and Investments Commission
ASX	Australian Securities Exchange or ASX Limited ACN 008 624 691
Board	The Board of Directors of My Foodie Box Limited
Business Day	has the meaning given in the Listing Rules
Company	My Foodie Box Limited
Consideration	The liabilities assumed by MFB, the Selective Capital Reduction and a 40% interest in MFB
MFB	MFB (WA) Pty Ltd
My Foodie Box	My Foodie Box Limited and its controlled entities
Directors	The Directors of My Foodie Box Limited
FME	Future Maintainable Earnings
FY	Financial Year
HY	Half Year
IER	This Independent Experts Report
Income Tax Assessment Act	the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997
Listing Rules	the official listing rules of ASX and includes the business rules of ASX
LTM	Last Twelve Months
MBX	My Foodie Box Limited
Moore Australia or MACF	Moore Australia Corporate Finance (WA) Pty Ltd
Non-Associated Shareholders	Shareholders who are not a party to, or associated with a party to, the Proposed Transaction
Notice	The notice of meeting
NTM	Next Twelve Months
Option Cancellation	Cancellation of 7,600,000 options held by Ms Mai Hughes and Mr Bryan Hughes(and/or associates)
Proposed Transaction	The disposal of 100% of the Business to MFB in exchange for Consideration receivable
the Purchaser	MFB (WA) Pty Ltd
Register	the register of members of My Foodie Box shareholders or option holders, as the case requires
Remaining Costs	Costs that will be retained by My Foodie Box after the Proposed Transaction

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Term	Meaning
RG111	ASIC Regulatory Guide 111_Content of Experts Reports_
S&P Capital IQ	Third party provider of company and other financial information
Selective Capital Reduction	The Option Cancellation and the Share Cancellation
Share Cancellation	Cancellation of 30,000,000 shares held by Ms Mai Hughes and Mr Bryan Hughes(and/or associates)

CONTACT US

Level 15, 2 The Esplanade, Perth WA 6000 T +61 8 9225 5355 F +61 8 9225 6181 E perth@moore-australia.com.au

www.moore-australia.com.au

Moore Australia Corporate Finance (WA) Pty Ltd as trustee – ABN 41 421 048 107. An independent member of Moore Global Network Limited - members in principal cities throughout the world. Liability limited by a scheme approved under Professional Standards Legislation.

HELPING YOU THRIVE IN A CHANGING WORLD

for Securityholder registration.

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Proxy Voting Form If you are attending the Meeting in person, please bring this with you

My Foodie Box Limited | ABN 62 622 021 265

Your proxy voting instruction must be received by 10.00am (AWST) on Wednesday, 21 February 2024 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 – APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form , including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

SIGNING INSTRUCTIONS

Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all Shareholders should sign. Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address: Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.

Lodging your Proxy Voting Form:

Online

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsah or scan the QR code below using your smartphone

Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.

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BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

meetings@automicgroup.com.au BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic:

WEBSITE: https://automicgroup.com.au/

PHONE:

1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of My Foodie Box Limited, to be held at 10.00am (AWST) on Friday, 23 February 2024 at 9 Foundry Street, Maylands WA 6051 hereby:

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Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”,” against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention. STEP 2 - Your voting direction Resolutions For Against Abstain 1 DISPOSAL OF MAIN UNDERTAKING 2 APPROVAL TO MAKE SELECTIVE REDUCTION OF CAPITAL 3 CANCELLATION OF OPTIONS

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

AM STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: Email Address: Contact Daytime Telephone Date (DD/MM/YY) / / By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).