TESORO GOLD LTD - M&A Activity 2013

CONTINUATION INVESTMENTS LIMITED

20 December 2013

Market Announcements Office Australian Securities Exchange Level 4 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

CONTINUATION INVESTMENTS LIMITED – TARGET’S STATEMENT

We attach, by way of service pursuant to item 14 of section 633(1) of the Corporations Act 2001 (Cth), the target’s statement of Continuation Investments Limited (COT), dated 20 December 2013 in relation to the off-market takeover offer by DMX Corporation Limited for all the ordinary shares in COT.

For and on behalf of the Board

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Jeremy King Director

Section 633 item 14 letter to ASX - COT

Continuation Investments Limited

ACN 106 854 175

Target’s Statement

This Target’s Statement has been issued in response to the off-market takeover bid made by DMX Corporation Limited ( DMX ), for all of the fully paid ordinary shares in Continuation Investments Limited ( COT or Continuation Investments ), which DMX does not already control, for $0.072 per COT Share.

Continuation Investments’ directors unanimously recommend that you REJECT the Offer

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Legal Adviser

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you do not understand it you should
consult your professional advisers without delay.

1.	FREQUENTLY ASKED QUESTIONS .................................................................................. 8
2.	WHY YOU SHOULD REJECT THE OFFER ....................................................................... 11
3.	DIRECTORS’ RECOMMENDATION AND INTENTIONS ................................................. 13
4.	IMPORTANT MATTERS FOR COT SHAREHOLDERS TO CONSIDER ............................... 14
5.	KEY FEATURES OF THE OFFER ...................................................................................... 19
6.	INFORMATION REGARDING CONTINUATION INVESTMENTS .................................... 23
7.	INFORMATION RELATING TO THE CONTINUATION INVESTMENTS DIRECTORS ......... 26
8.	AUSTRALIAN TAXATION CONSEQUENCES ................................................................ 28
9.	ADDITIONAL INFORMATION ...................................................................................... 31
10.	GLOSSARY AND INTERPRETATION .............................................................................. 34
11.	AUTHORISATION ......................................................................................................... 37
ANNEXURE A – OFFER CONDITIONS ........................................................................................ 38

KEY DATES

Date of this Target’s Statement

20 December 2013

Close of Offer Period (unless extended or withdrawn)

7:00pm (AEST) on 18 January
2014

OFFER INFORMATION LINE

Continuation Investments has established an Offer Information Line which COT
Shareholders may call if they have any queries in relation to the Offer.  The telephone
number for the Offer Information Line is (08) 9322 7600 (toll free, for calls made from within
Australia) or +61 8 9322 7600 (not toll free, for calls made from outside Australia) between
9:00am and 5:00pm (Perth time) Monday to Friday. Calls to the Offer Information Line
may be recorded.

Further information relating to the Offer can be obtained from the ASX website (ASX
Code: COT) at www.asx.com.au

IMPORTANT NOTICES

Nature of this document

This is a Target’s Statement issued by Continuation Investments under Part 6.5 Division 3 of
the Corporations Act in response to the off-market takeover bid made by DMX
Corporation for all of the fully paid ordinary shares in Continuation Investments Limited.

ASIC lodgement

This Target’s Statement is dated 20 December 2013 and was lodged with the ASIC and
given to ASX on that date. Neither ASIC nor ASX nor any of their respective officers take
any responsibility for the contents of this Target’s Statement.

Defined terms

A number of defined terms are used in this Target’s Statement. These terms are explained
in section 10 of this Target’s Statement. In addition, unless the contrary intention appears
or the context requires otherwise, words and phrases used in this Target’s Statement and
defined in the Corporations Act have the same meaning and interpretation as in the
Corporations Act.

No account of personal circumstances

This Target’s Statement does not take into account your individual objectives, financial
situation or, particular needs. It does not contain personal advice. Your Continuation
Investments Directors encourage you to seek independent financial and taxation advice
before making a decision as to whether or not to accept the Offer.

Disclaimer as to forward looking statements

Some of the statements appearing in this Target’s Statement may be in the nature of
forward looking statements. You should be aware that such statements are only
predictions and are subject to inherent risks and uncertainties. Those risks and
uncertainties include factors and risks specific to the industry in which Continuation
Investments operates as well as general economic conditions, prevailing exchange rates
and interest rates and conditions in the financial markets. Actual events or results may
differ materially from the events or results expressed or implied in any forward looking
statement.

None of Continuation Investments, Continuation Investments’ officers and employees,
any persons named in this Target’s Statement with their consent, or any person involved
in the preparation of this Target’s Statement, makes any representation or warranty
(express or implied) as to the accuracy or likelihood of fulfilment of any forward looking
statement, or any events or results expressed or implied in any forward looking statement,
except to the extent required by law. You are cautioned not to place undue reliance on
any forward looking statement. The forward looking statements in this Target’s Statement
reflect views held only as at the date of this Target’s Statement.

Disclaimer as to information

The information on DMX Corporation contained in this Target’s Statement has been
prepared by Continuation Investments using publicly available information. The
information in this Target’s Statement concerning DMX Corporation, has not been
independently verified by Continuation Investments.  Accordingly, Continuation

Investments does not, subject to the Corporations Act, make any representation or
warranty (express or implied) as to the accuracy or completeness of such information.

Foreign jurisdictions

The release, publication or distribution of this Target’s Statement in jurisdictions other than
Australia may be restricted by law or regulation in such other jurisdictions and persons
who come into possession of it should seek advice on and observe any such restrictions.
Any failure to comply with such restrictions may constitute a violation of applicable laws
or regulations.

This Target’s Statement has been prepared in accordance with Australian law and the
information contained in this Target’s Statement may not be the same as that which
would have been disclosed if this Target’s Statement had been prepared in accordance
with the laws and regulations outside of Australia.

Photographs and diagrams

Photographs used in this Target’s Statement which do not have descriptions are for
illustration only and should not be interpreted to mean that any person shown endorses
this Target’s Statement or its contents or that the assets shown in them are owned by
Continuation Investments or DMX Corporation.  Diagrams used in this Target’s Statement
are illustrative only and may not be drawn to scale.

Privacy

Continuation Investments has collected your information from its register of members for
the purpose of providing you with this Target’s Statement. The type of information
Continuation Investments has collected about you includes your name, contact details
and information on your shareholding or option holding (as applicable) in Continuation
Investments. Without this information, Continuation Investments would be hindered in its
ability to issue this Target’s Statement. The Corporations Act requires the name and
address of Continuation Investments Shareholders to be held in a public register. Your
information may be disclosed on a confidential basis to Continuation Investments’
Related Bodies Corporate and external service providers (such as the share registry of
Continuation Investments and print and mail service providers) and may be required to
be disclosed to regulators such as ASIC and the ASX. If you would like details of
information about you held by Continuation Investments, please contact the Offer
Information Line.  Calls to the Offer Information Line may be recorded.

20 December 2013

Dear Shareholders

Takeover bid by DMX Corporation Limited

On 25 November 2013, DMX Corporation announced that it would make offers for all of the COT Shares on issue that it does not already own or control ( Offer ). The consideration being offered by DMX Corporation under the Offer is $0.072 cash per COT Share. The Offer is subject to a number of conditions, which are detailed in full in Annexure A of this Target Statement and section 5.6 of the Bidder’s Statement.

Each COT Director intends to REJECT the Offer in respect of the COT Shares they own or control, which amounts to a total of approximately 17.3% of the issued capital of COT.

COT Directors unanimously recommend you also REJECT the Offer.

The principal reasons for this recommendation are:

1. DMX’s Offer undervalues COT’s assets and its ASX listed status. The net tangible asset per share of COT is $0.0829 per share. The Offer represents a material DISCOUNT to this value.

2. DMX’s Offer is an attempted control transaction without an appropriate control premium.

3. COT has approximately $22 million in carry-forward tax losses derived from its activities as a listed investment company and the Offer attributes no value to this.

4. The Minimum Acceptance Condition cannot be met and DMX has not outlined its intentions for COT should it waive the Minimum Acceptance Condition and proceed with the Takeover Offer.

The detailed reasons for this rejection recommendation are set out in section 2 of this
Target’s Statement.

The Board notes that:

DMX made a proportional takeover bid for COT in August 2013 which was ultimately withdrawn by DMX following COT pointing out to DMX several deficiencies with its Offer Document – this is the second attempt by DMX to gain a position of significant influence within COT through a takeover process;
As at the date immediately before the date of this Target’s Statement, DMX Corporation has voting power of approximately only 3.01% of Continuation Investments’ issued share capital; and
The Company has received signed, written confirmations from shareholders controlling approximately 65.4% of the issued capital of COT stating they intend to REJECT the Offer in the absence of a superior proposal.

Overall, it is the Board’s, view that DMX is opportunistically seeking to gain control of COT for significantly lower consideration than an appropriate value for 100% of the shares of COT. The Takeover Offer ascribes a discounted value to COT’s cash reserves , and no value to its listed ASX status, its status as a Listed Investment Company, and the tax losses

it has accumulated as a Listed Investment Company.  Indeed, DMX’s Takeover Offer is a
clear attempt to acquire control of a group of attractive assets at less than the
Company’s cash reserves through the takeover process.

Since March 2012 when the majority of the Board of COT were appointed, the Board has
overseen a successful rights issue capital raising and restructure of the corporate
structure of COT which was completed by August 2012.  The Board has clearly and
consistently stated its desire to seek a significant and accretive transaction or series of
transactions and investments for the Company whilst continuing to prudently meet COT’s
listed investment company obligations.

The Board has taken a cautious approach to new investments given market volatility
both domestically and abroad, a strategy which in the Board’s view has been justified as
values across most asset classes have generally deteriorated in that period. During 2013
your Board has reviewed a number of investment opportunities generated by the Board
or referred by shareholders in a wide variety of industries and business sectors including
natural resources, property and industrials.  The Directors are confident of executing a
value accretive transaction or series of transactions and investments for all COT
shareholders.

In short, COT enjoys a healthy balance sheet, a low cost structure, a Board with the local
and international credentials to create significant shareholder value and a supportive,
involved and sophisticated shareholder base at a time when the Company continues to
be exposed to a number of potentially exciting investment opportunities.

The Offer and next steps

The Bidder’s Statement outlines the details of the Offer.

The Offer Period is scheduled to close at 7:00 pm (AEST) on 18 January 2014 (unless
extended).

To reject the Offer, simply do nothing.

In considering whether to reject or accept the Offer, the Continuation Investments
Directors encourage you to:

read the whole of this Target’s Statement and the Bidder’s Statement;
have regard to your individual risk profile, portfolio strategy, tax position and financial circumstances;
consider the choices available to you as outlined in section 4.9 of this Target’s Statement;
carefully consider the risk factors described in section 4.11 of this Target’s Statement;
carefully consider the risks of becoming a minority COT Shareholder; and
obtain personal advice from your broker, financial adviser, accountant, lawyer or other professional adviser on the effect of accepting the Offer.

Further information

Continuation Investments will keep COT Shareholders informed of any material
developments in relation to the Offer through releases to the ASX which are available at
the ASX Websitewww.asx.com.au (ASX Code: COT).

I encourage you to read this Target’s Statement carefully. If you need any more
information I recommend that you seek professional advice or call the Offer Information
Line between 9:00am and 5:00pm (Perth time) Monday to Friday.

Yours sincerely

Mr Jeremy King Chairman and Non-Executive Director For and on behalf of Continuation Investments Limited

1. FREQUENTLY ASKED QUESTIONS

This section answers some commonly asked questions about the Offer. It is not
intended to address all relevant issues for COT Shareholders. This section should
be read together with all other parts of this Target’s Statement.


	Question	Answer


	`What is DMX’s Offer` `for my COT Shares?`	`DMX is offering $0.072 cash for each COT Share that you hold. You` `may accept the Offer only in respect of all, and not part, of the COT` `Shares that you hold.`


	`What choices do I` `have as a COT` `Shareholder?`	`As a COT Shareholder, you have the following choices in respect of` `your COT Shares:` • `accept the Offer;` • `sell your COT Shares on the ASX (unless you have previously` `accepted the Offer and you have not validly withdrawn your` `acceptance); or` • `do nothing.` `There are several implications in relation to each of the above` `choices. A summary of these implications is set out in section4.9 of` `this Target’s Statement.`


	`What are the COT` `Directors` `recommending?`	`Each COT Director recommends that you`REJECT`the Offer. The` `reasons why the Directors are recommending that you`REJECT`the` `Offer are set out in section2 of this Target’s Statement.`


	`What do the` `Directors of COT` `intend to do with any` `COT Shares that they` `hold?`	`Each COT Director has advised that they intend to`REJECT`the Offer` `in respect of any COT Shares that they own or control.`


	`How many COT` `Shares does DMX` `already own?`	`As at the date immediately before the date of this Target’s` `Statement, DMX had a relevant interest in 597,139 COT Shares.` `DMX’s voting power is 3.01% as at the date of this Target’s` `Statement. See section 12.3 of the Bidder’s Statement for further` `details on DMX’s interest in COT.`


	`How do I`REJECT`the` `Offer?`	`Simply do nothing. Ignore all documents sent to you by DMX. Do not` `fill in or send any documents to DMX.`


	`What are the` `consequences of` `accepting the Offer` `now?`	`If you accept the Offer, unless withdrawal rights are available (see` `below), you will give up your right to sell your COT Shares on the ASX` `or otherwise deal with your COT Shares while the Offer remains` `open.` `The effect of acceptance is set out in section 5.10 of the Bidder’s` `Statement. COT Shareholders should read this section in full to` `understand the effect that acceptance will have on their ability to` `exercise` `rights` `attaching` `to` `their` `COT` `Shares` `and` `the` `representations and warranties they give by accepting the Offer.`


Question	Answer


`If I accept the Offer,` `can I withdraw my` `acceptance?`	`You only have limited rights to withdraw your acceptance of the` `Offer.` `See section 5.8 of this Target’s Statement and section 5.3 of the` `Bidder’s Statement for further details.`


`When does the Offer` `close?`	`The Offer is scheduled to close at 7:00 pm (AEST) on 18 January` `2014, but the Offer Period can be extended in certain` `circumstances.` `Please be aware that there is no guarantee that DMX will extend` `the Offer Period beyond 18 January 2014. Accordingly, your COT` `Directors recommend that you should assume that the Offer Period` `will not be extended beyond this date. See section 5.5 of this` `Target’s Statement for details of the circumstances in which the` `Offer Period can be extended.`


`What are the` `conditions to the` `Offer?`	`The Offer is subject to a number of Offer Conditions.` `The key outstanding Offer Conditions, as at the date of this Target’s` `Statement, are summarised in section 5.2 of this Target’s Statement,` `and set out in full in Annexure A.` `Unless all of the Offer Conditions are freed or fulfilled, the Offer will` `not proceed.`


`What happens if the` `Offer Conditions are` `not satisfied or` `waived?`	`If the Offer Conditions are not fulfilled or freed (that is, if any of the` `Offer Conditions are not satisfied or waived) before the Offer closes` `(or in the case of the conditions in section 5.6(b) (`Prescribed Occurrences`) of the Bidder’s Statement, within 3 Business Days after` `the end of the Offer Period), the Offer will lapse. You would then be` `free to deal with COT Shares even if you had accepted the Offer.`


`Can DMX withdraw` `the Offer?`	`DMX may not withdraw the Offer if you have already accepted it.` `Before you accept the Offer, DMX may withdraw the Offer with the` `written consent of ASIC and subject to conditions (if any) specified` `in such consent.`


`When will I be sent` `my consideration if I` `accept the Offer?`	`In the usual case, you will be issued your consideration on or before` `the earlier of:` • `the day that is one month after the date of your acceptance` `or, if at the time of your acceptance the Offer is subject to an` `Offer Condition, one month after the Offer becomes, or is` `declared, unconditional; and` • `the day that is 21 days after the end of the Offer Period.` `Full details of when you will be issued consideration are set out in` `section 5.11 of the Bidder’s Statement.` `See section 5.9 of this Target’s Statement for further details on when` `you will be sent your consideration.`


`What are the tax` `implications of`	`A general outline of the tax implications of accepting the Offer is set` `out in section 10 of the Bidder’s Statement as supplemented by`


Question	Answer


`accepting the Offer?`	`section8 of this Target’s Statement.` `As the outline is a general outline only, COT Shareholders are` `encouraged to seek their own specific professional advice as to the` `taxation implications applicable to their circumstances.`


`What will happen to` `COT following the` `end of the Offer` `Period?`	`DMX has said that, if the Offer is completed successfully, its present` `intention in relation to COT is to operate COT as an operating` `subsidiary with a similar investment approach as DMX itself.` `See section 8 of the Bidder’s Statement for further details.`


`Can I participate in` `the Offer in respect` `of my COT Options?`	`No. The Offer does not extend to COT Options.`


`Is there a number` `that I can call if I` `have further queries` `in relation to the` `Offer?`	`If you have any further queries in relation to the Offer, you can call` `the Offer Information Line on (08) 9322 7600 (toll free, for calls made` `from inside Australia) or +618 9322 7600 (not toll free, for calls made` `from outside Australia). Calls to these numbers may be recorded.`

2. WHY YOU SHOULD REJECT THE OFFER

In summary, the key reasons why the COT Directors recommend COT Shareholders REJECT the Offer are:

`1.` `D` MX’s Offer undervalues COT’s assets and it’s ASX listed status

2. DMX’s Offer is an attempted control transaction without an appropriate control premium

3. COT has approximately $22 million of carry-forward tax losses derived from its activities as a listed investment company and the Offer attributes no value to this

4. The Minimum Acceptance Condition cannot be met and DMX has not outlined its intentions for COT should it waive the Minimum Acceptance Condition and proceed with the Takeover Offer

2.1 Introduction

The consideration being offered by DMX under the Offer is $0.072 cash for each
COT Share.  The Offer is subject to a number of conditions. Those conditions are
summarised in section 5.2 of this Target's Statement.

COT’s Board of Directors has carefully considered the Offer and unanimously recommends that COT Shareholders take no action and therefore REJECT the Offer. All COT Directors intend to reject the Offer in respect of the COT Shares that they own or control. The COT Directors' reasons for their recommendation are set out below.

2.2 DMX’s Offer undervalues COT’s assets and it’s ASX listed status

(a) COT’s Net Tangible Assets as at 30 November 2013 is $0.0829 per COT Share.
(b) COT’s assets includes cash of $1.65 million which represents 8.29 cents per COT Share (as at 30 November, 2013).
(c) COT is an ASX listed, trading investment company. Following over 12 months of ASX enforced suspension, DMX has elected to de-list itself from ASX. DMX have stated in their Bidder’s Statement that should they be successful in their takeover, they intend to run COT in accordance with COT’s existing status as a listed investment company. In order to relist as a listed investment company in its own right, DMX would (amongst other things) need to obtain a minimum net tangible asset backing of $15 million pursuant to ASX Listing Rules. According to the Bidders Statement, DMX had net assets of approximately $1.45 million as at 30 June, 2013.

Accordingly, COT’s existing status as a listed investment company is
attractive as it enables DMX to control a listed investment company
without raising the minimum amount of capital required to list and
establish such a venture on ASX.  However the Offer Price does not
reflect such value for COT Shareholders.

2.3 DMX’s Offer is an attempted control transaction without an appropriate control premium

The COT directors believe it is appropriate that COT Shareholders receive a
premium for control under the Takeover Offer. The Board believes that the Offer
Price does not include an appropriate premium for control. Indeed, the Offer
represents more than a 13% discount to the NTA backing of a COT Share as at 30
November 2013, as advised to ASX on 13 December 2013.

2.4 COT has approximately $22 million of carry-forward tax losses derived from its activities as a listed investment company and the Offer attributes no value to this

These losses are described in the Company’s 2013 Annual Report.  Given DMX’s
intentions to continue to operate COT as a listed investment company, these
losses may be available to offset future income from such activities as COT may
satisfy the continuity of business test.  The extent of such losses is significant and
the Takeover Offer ascribes no value to the possibility that these tax losses may
be able to be utilised by COT which has not as a matter of fact changed its
business or status since the time of incurrence of such tax losses.

2.5 The Minimum Acceptance Condition cannot be met and DMX has not outlined its intentions for COT should it waive the Minimum Acceptance Condition and proceed with the Takeover Offer

(a) As advised to the ASX on 6 December 2013, DMX’s Minimum Acceptance Condition cannot be met. This is due to the fact that 65.4% of COT Shareholders have provided written confirmation that they intend to REJECT the Takeover Offer in the absence of a superior proposal.
(b) However, DMX is permitted to waive the Minimum Acceptance Condition to the Takeover Offer and if it does, proceed to purchase any shares tendered into the Offer. DMX may be able to exert significant influence over COT. In this scenario, the intentions of the management of DMX and their qualifications to conduct the business of COT are a critical factor to be considered by COT Shareholders. As at the date of this Target’s Statement, DMX has made no statement concerning its intentions with regard to COT should it not meet the Minimum Acceptance Condition.
(c) DMX currently has no operating business. DMX’s securities had been suspended from trading on the ASX for over 12 months and DMX was de-listed from the ASX on 9 December 2013. DMX has not outlined any detailed plans, experience or capacity and expertise to raise any additional capital for COT in order to execute its investment strategy. DMX’s statements of intentions for COT and its investment strategy should it obtain a position of significant influence are vague, conditional, and unsubstantiated.

3. DIRECTORS’ RECOMMENDATION AND INTENTIONS

3.1 Directors’ recommendations

After taking into account each of the matters in this Target’s Statement and in the Bidder’s Statement, each of the COT Directors recommends that you REJECT the Offer.

The COT Directors’ reasons for their above recommendation are set out in
section 2 of this Target’s statement.

In considering whether to accept the Offer, the COT Directors encourage you
to:

(a) read the whole of this Target’s Statement and the Bidder’s Statement;
(b) have regard to your individual risk profile, portfolio strategy, tax position and financial circumstances;
(c) consider the choices available to you as outlined in section 4.9 of this Target’s Statement;
(d) carefully consider section 4.11 of this Target’s Statement; and
(e) obtain financial advice from your broker or financial adviser upon the Offer and obtain taxation advice on the effect of accepting the Offer.

3.2 Intentions of the COT Directors in relation to the Offer

Each COT Director has advised that they intend to, REJECT the Offer in respect of any COT Shares that they own or control.

Details of the previously announced direct and indirect holdings of each COT
Director in COT Shares are set out in section 7.1 of this Target’s Statement.

4. IMPORTANT MATTERS FOR COT SHAREHOLDERS TO CONSIDER

4.1 The Offer

DMX announced its intention to make the Takeover Bid for COT on 25 November
2013. A summary of the Offer is contained in section 5 of this Target’s Statement.

The Offer is open for acceptance until 7:00 pm (AEST)on 18 January 2014, unless
it is extended or withdrawn (sections 5.5 and 5.6 of this Target’s Statement
describe the circumstances in which DMX can extend or withdraw its Offer).

4.2 Information about DMX Corporation

DMX Corporation listed on the ASX on 26 May 2000 as Phoenix Mining Limited
and changed its name to DMX Corporation on 27 November 2012.

DMX has no operating business and delisted from the ASX on 9 December 2013.

Section 6 of the Bidder’s Statement contains further information regarding DMX.

4.3 Value of the Offer

At a value of $0.072 per COT Share, the Offer represents a 13.14% discount to the
Net Tangible Asset backing of a COT Share as at 30 November 2013 as advised
to ASX on 13 December 2013.

For further information on the value of the Offer, see section 2 of this Target’s
Statement.

4.4 Sources of consideration

Information relating to the sources of consideration for the Offer are set out in
section 9 of the Bidder’s Statement.

4.5 Minority ownership consequences

DMX’s Offer is presently subject to a Minimum Acceptance Condition. As
advised on 19 December 2013, the Minimum Acceptance Condition cannot be
met. This is due to the fact that 65.4% of COT Shareholders have provided written
confirmation that they intend to REJECT the Takeover Offer in the absence of a
superior proposal

DMX has the right to free its Offer from the Minimum Acceptance Condition and
if so could therefore acquire a position of significant influence over COT.

Depending upon the number of COT Shareholders that accept the Offer, this
may have a number of implications for COT Shareholders who do not accept
the Offer, including:

(a) DMX may be in a position to significantly influence the composition of COT’s Board and senior management, determine COT’s dividend policy and control the strategic direction of the businesses of COT and its subsidiaries;
(b) the liquidity of COT Shares may be lower than at present;
(c) there may be limited institutional support for COT Shares;

(d) if the number of COT Shareholders is less than that required by the Listing Rules to maintain an ASX listing, then the ASX may suspend and/or de-list COT. If this occurs, any remaining COT Shareholders will not be able to sell their COT Shares on market; and
(e) if the number of COT Shareholders is less than that required by the ASX Listing Rules to maintain an ASX listing then DMX may seek to have COT removed from the official list of the ASX. If this occurs, COT Shares will not be able to be bought or sold on the ASX.

We note that DMX’s Bidder’s Statement does not outline DMX’s intentions if it
acquires less than 50.1% of the COT Shares under the Offer.

4.6 Dividend issues for Continuation Investments Shareholders

The Board of COT has not made any determination as to a dividend policy for
the Company.

4.7 Other alternatives to the Offer

The Board is not aware of any alternatives to the Offer in order to maximise value
for COT Shareholders. This includes the potential for rival takeover bids for COT.

At this stage, the Board is not in a position to provide COT Shareholders with
information in relation to the probability of an alternative transaction arising but
will keep COT Shareholders informed of any material developments.

4.8 Taxation consequences of a change in control in Continuation Investments

The taxation consequences of accepting the Offer depend on a number of
factors and will vary depending on your particular circumstances. A general
outline of the Australian taxation considerations of accepting the Offer are set
out in section 10 of the Bidder’s Statement as supplemented by section 8 of this
Target’s Statement.

You should carefully read and consider the taxation consequences of
accepting the Offer. The outline provided in the Bidder’s Statement is of a
general nature only and you should seek your own specific professional advice
as to the taxation implications applicable to your circumstances.

4.9 Your choices as a COT Shareholder

Your COT Directors unanimously recommend that you REJECT the Offer.

However, as a COT Shareholder you have the following choices currently
available to you:

(a) Do not accept the Offer

COT Shareholders who do not wish to accept the Offer should do
nothing.

COT Shareholders should note that if DMX and its Associates have a
Relevant Interest in at least 90% of the COT Shares during or at the end
of the Offer Period, DMX will be entitled to compulsorily acquire the COT
Shares that it does not already own (see section 5.12 of this Target’s
Statement for further details).

If DMX acquires more than 50% but less than 90% of the COT Shares
then, assuming all other Offer Conditions are fulfilled or freed, DMX will
acquire a majority shareholding in COT. In these circumstances,
shareholders who do not accept the Offer will become minority
shareholders in COT.  The potential implications of becoming a minority
shareholder in COT are discussed in section 4.5 of this Target’s
Statement.

DMX does not currently intend to waive the Minimum Acceptance Condition
(but reserves the right to do so). We note that the Bidder’s Statement does not
outline DMX’s intentions if it acquires less than 50.1% of the COT Shares under the
Offer.

`(b)` Accept the Offer

COT Shareholders may elect to accept the Offer. Details of the
consideration that will be received by COT Shareholders who accept
the Offer are set out in section 5.1 of this Target’s Statement and in the
Bidder’s Statement.

You should be aware that if you choose to accept the Offer:

(i) you will not be able to accept a superior proposal from any other bidder if such an offer is made, or benefit from any higher price in the market;
(ii) you will lose the opportunity to receive future benefits as a COT Shareholder; and
(iii) you may incur a tax liability as a result of the sale.

The Bidder’s Statement contains details of how to accept the Offer in
section 3 of the Bidder’s Statement.

(c) Sell your COT Shares on market

During a takeover, shareholders of a target company who have not
already accepted the bidder’s offer may still sell these shares on market
for cash.

On 19 December 2013, the day prior to the date on which this Target’s
Statement was lodged with ASIC, COT’s share price was $0.071, being a
$0.001 discount to the Offer Price. The latest price for COT’s Shares may
be obtained from the ASX website.

You should be aware that if you choose to sell your COT Shares during
the currency of the Offer (that is, other than by way of accepting the
Offer):

(i) you will not be able to accept a superior proposal from any bidder if such an offer is made, or benefit from any higher price in the market;
(ii) you will lose the opportunity to receive future benefits as a COT Shareholder;
(iii) you may incur a tax liability as a result of the sale; and

(iv)you may incur a brokerage charge.

4.10 COT employees and COT Optionholders

If you are a COT Optionholder, the Offer does not apply to any of your COT
Options.

4.11 Risk factors

`(a)` Introduction

In considering this Target's Statement, COT Shareholders should be
aware that there are a number of risks, general and specific, which may
affect the future operating and financial performance of COT and the
value of COT Shares. Many of these risks are relevant to COT
Shareholders today and will be relevant to COT Shareholders who
remain as COT Shareholders following the completion of the Offer.

Many of these risks are outside the control of COT and the COT Board.
There can be no certainty that COT will achieve its stated objectives or
that any forward looking statements will eventuate.

Additional risks and uncertainties not currently known to COT may have
a material adverse effect on COT's business and the information set out
below does not purport to be, nor should it be construed as
representing, an exhaustive list of the risks that may affect COT.

The following is not intended to be an exhaustive list of the risk factors to
which COT is exposed. COT Shareholders should read this Target's
Statement in its entirety and carefully consider the following risk factors
in deciding whether to accept the Offer.

`(b)` Economic

General economic conditions, movements in interest and inflation rates
and currency exchange rates may have an adverse effect on COT’s
activities, as well as on its ability to fund those activities.

`(c)` Market conditions

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

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

The market price of securities can fall as well as rise and may be subject
to varied and unpredictable influences on the market for equities in

general.  Neither COT nor the COT Directors warrant the future
performance of COT or any return on an investment in COT.

(d) Additional requirements for capital

COT’s capital requirements depend on numerous factors.  Depending
on COT’s ability to generate income from its operations, COT may
require further financing.  Any additional equity financing will dilute
shareholdings, and debt financing, if available, may involve restrictions
on financing and operating activities.  If COT is unable to obtain
additional financing as needed, it may be required to reduce the scope
of its operations. There is however no guarantee that COT will be able to
secure any additional funding or be able to secure funding on terms
favourable to COT.

`(e)` Dividends

Any future determination as to the payment of dividends by COT will be
at the discretion of the COT Directors and will depend on the financial
condition of COT, future capital requirements and general business and
other factors considered relevant by the COT Directors.  No assurance in
relation to the payment of dividends or franking credits attaching to
dividends can be given by COT.

5. KEY FEATURES OF THE OFFER

5.1 Consideration payable to COT Shareholders who accept the Offer

The consideration being offered by DMX under is $0.072 cash for each COT
Share that DMX does not already own.

5.2 Offer Conditions

DMX’s Offer is subject to a number of Offer Conditions. The Offer Conditions are
set out in full in section 5.6 of the Bidder’s Statement and Annexure A of this
Target’s Statement.

In summary, the outstanding Offer Conditions to the Offer, as at the date of this
Target’s Statement, are:

(a) DMX Corporation acquiring a minimum of 50.1% relevant interest in COT. At the Register Date, the Offer is for 100% of the shares in COT.
(b) no other person having 40% or more voting power in COT.
(c) no ‘Prescribed Occurrences’.
(d) no event occurs during the Offer Period that is likely to have a material adverse effect on the assets, liabilities or prospects of COT; and
(e) no event occurs during the Offer Period that reduces, or is likely to reduce, the net assets of COT by more than $150,000.

On 19 December 2013, COT announced that it has received written
confirmation from COT Shareholders controlling not less than approximately
65.4% of the capital of COT, stating that those shareholders intend to reject
DMX’s offer under the bid, in the absence of a superior proposal. Accordingly,
the minimum acceptance condition outlined above cannot be met, and the
Takeover Bid will not be able to proceed unless DMX waives the above
condition.

On 28 November 2013, COT received shareholder approval at its annual general meeting to issue up to $25,000,000 worth of COT Shares during the three months from 28 November 2013 ( Share Placement ). If COT issues the COT Shares, this will result in the No Prescribed Occurrences condition being breached, and the Takeover Bid will not be able to proceed unless DMX waives the above condition.

Subject to the Corporations Act, DMX may declare the Offer to be free from any
Offer Condition or to extend the Offer at any time.

5.3 Notice of Status of Conditions

Section 5.9 of the Bidder’s Statement provides that DMX will give a Notice of
Status of Conditions to the ASX and COT on a date between 14 and 7 days
before the end of the Offer Period (subject to variation in accordance with
section 630(2) of the Corporations Act if the Offer Period is extended).

DMX is required to set out in its Notice of Status of Conditions:

(a)whether the Offer is free of any or all of the conditions;

(b) whether, so far as DMX knows, any of the Offer Conditions have been fulfilled; and
(c) DMX’s voting power in COT.

If the Offer Period is extended by a period before the time by which the Notice
of Status of Conditions is to be given, the date for giving the Notice of Status of
Conditions will be taken to be postponed for the same period. In the event of
such an extension, DMX is required, as soon as practicable after the extension, to
give a notice to the ASX and COT that states the new date for the giving of the
Notice of Status of Conditions.

If a condition is fulfilled (so that the Offer becomes free of that condition) during
the Offer Period but before the date on which the Notice of Status of Conditions
is required to be given, DMX must, as soon as practicable, give the ASX and COT
a notice that states that the particular condition has been fulfilled.

5.4 Offer Period

Unless DMX’s Offer is extended or withdrawn, it is open for acceptance until 7:00
pm (AEST)on 18 January 2014.

The circumstances in which DMX may extend or withdraw its Offer are set out in
section 5.5 and section 5.6 respectively of this Target’s Statement.

5.5 Extension of the Offer Period

DMX may extend the Offer Period at any time before giving the Notice of Status
of Conditions (referred to in section 5.3 of this Target’s Statement) while the Offer
is subject to conditions.  However, if the Offer is unconditional (that is, all the
Offer Conditions are fulfilled or freed), DMX may extend the Offer Period at any
time before the end of the Offer Period.

In addition, there will be an automatic extension of the Offer Period if, within the
last 7 days of the Offer Period:

(a) DMX improves the consideration offered under the Offer; or
(b) DMX’s voting power in COT increases to more than 50%.

If either of these two events occurs, the Offer Period is automatically extended
so that it ends 14 days after the relevant event occurs.

5.6 Withdrawal of Offer

 DMX may not withdraw the Offer if you have already accepted it.  Before you
accept the Offer, DMX may withdraw the Offer with the written consent of ASIC
and subject to the conditions (if any) specified in such consent.

5.7 Effect of acceptance

The effect of acceptance of the Offer is set out in section 5.10 of the Bidder’s
Statement. COT Shareholders should read these provisions in full to understand
the effect that acceptance will have on their ability to exercise the rights
attaching to their COT Shares and the representations and warranties which
they give by accepting of the Offer.

5.8 Your ability to withdraw your acceptance

You only have limited rights to withdraw your acceptance of the Offer.

You may only withdraw your acceptance of the Offer if DMX varies the Offer in a
way that postpones, for more than one month, the time when DMX needs to
meet its obligations under the Offer. This will occur if DMX extends the Offer
Period by more than one month and the Offer is still subject to conditions.

5.9 When you will receive your consideration if you accept the Offer

In the usual case, you will be issued your consideration on or before the later of:

(a) one month after the date the Offer becomes, or is declared, unconditional; and
(b) one month after the date you accept the Offer if the Offer is, at the time of acceptance, unconditional,

but, in any event (assuming the Offer becomes, or is declared, unconditional),
no later than 21 days after the end of the Offer Period.

However, there are certain exceptions to the above timetable for the issuing of
consideration. Full details of when you will be issued your consideration are set
out in section 5.11 of the Bidder’s Statement.

5.10 Effect of an improvement in consideration on Continuation Investment’s Shareholders who have already accepted the Offer

If DMX improves the consideration offered under the Offer, all COT Shareholders,
whether or not they have accepted the Offer before that improvement in
consideration, will be entitled to the benefit of that improved consideration.

5.11 Lapse of Offer

The Offer will lapse if the Offer Conditions are not freed or fulfilled by the end of
the Offer Period (or in the case of the conditions in section 5.6(b) (prescribed
occurrences) of the Bidder’s Statement, within 3 Business Days after the end of
the Offer Period), in which case, all contracts resulting from acceptance of the
Offer and all acceptances that have not resulted in binding contracts are void.
In that situation, you will be free to deal with your COT Shares as you see fit.

5.12 Compulsory acquisition

(a) Compulsory acquisition within one month after the end of the Offer Period

DMX will be entitled to compulsorily acquire any COT Shares in respect
of which it has not received an acceptance of its Offer on the same
terms as the Offer if, during or at the end of the Offer Period:

(i) DMX and its Related Bodies Corporate acquire Relevant Interests in at least 90% (by number) of the COT Shares; and
(ii) DMX and its Related Bodies Corporate have acquired at least 75% (by number) of the COT Shares that DMX offered to acquire (excluding COT Shares in which DMX or its Related Bodies Corporate had a Relevant Interest at the date of the

Offer and also excluding COT Shares issued to an Associate of
DMX during the Offer Period).

If these thresholds are met and DMX wishes to exercise its right to
compulsorily acquire any outstanding COT Shares, DMX will have one
month after the end of the Offer Period within which to give compulsory
acquisition notices to COT Shareholders who have not accepted the
Offer. COT Shareholders have certain rights under the Corporations Act
to challenge a compulsory acquisition pursuant to the procedure
outlined in the Corporations Act, but a successful challenge will require
the relevant COT Shareholder to establish to the satisfaction of a court
that the terms of the Offer do not represent 'fair value' for their COT
Shares. If compulsory acquisition occurs, COT Shareholders who have
their COT Shares compulsorily acquired are likely to be sent their
consideration approximately five to six weeks after the compulsory
acquisition notices are dispatched to them.

On 19 December 2013, COT advised the ASX that it had received
written confirmation from COT Shareholders controlling not less than
65.4% of the capital of COT of their intention to reject the Offer in the
absence of a superior proposal. Accordingly, DMX will not meet the
above thresholds to compulsorily acquire any outstanding COT Shares
within one month after the end of the Offer Period.

(b) Alternative compulsory acquisition regime

It is also possible that DMX will, at some time during or after the end of
the Offer Period, either alone or with a Related Body Corporate, hold full
beneficial interests in at least 90% (by number) of all the COT Shares.
DMX would then have rights to compulsorily acquire all of the COT
Shares that it does not own within six months of becoming the holder of
90% (by number) of all the COT Shares. The price which DMX would
have to pay to compulsorily acquire all of the remaining COT Shares
under this alternative compulsory acquisition regime would have to be
considered in a report of an independent expert.

COT Shareholders would have certain rights under the Corporations Act
to challenge a compulsory acquisition pursuant to the procedures
outlined in the Corporations Act, but a challenge would require people
who hold at least 10% of the COT Shares that are proposed to be the
subject of the compulsory acquisition to object to the compulsory
acquisition. If people holding such number of COT Shares object to the
compulsory acquisition, and DMX still wishes to proceed with the
compulsory acquisition, DMX would be required to establish to the
satisfaction of a court that the terms of the compulsory acquisition
represent 'fair value' for the COT Shares. In the absence of a challenge
by people holding the requisite number of COT Shares, COT
Shareholders who have their COT Shares compulsorily acquired under
this procedure are likely to be sent their consideration approximately
five to six weeks after the compulsory acquisition notices are dispatched
to them.

6. INFORMATION REGARDING CONTINUATION INVESTMENTS

6.1 Background information on Continuation Investments

COT listed on ASX in January, 2004.  It is a listed investment company.

Since March 2012 when the majority of the Board of COT were appointed, the
Board has overseen a successful rights issue capital raising and restructure of the
corporate structure of COT which was completed by August 2012.  The Board
has clearly and consistently stated its desire to seek a significant and accretive
transaction or series of transactions and investments for the Company whilst
continuing to prudently meet COT’s listed investment company obligations.

The Board has taken a cautious approach to new investments given market
volatility both domestically and abroad, a strategy which in the Board’s view has
been justified as values across most asset classes have generally deteriorated in
that period. During 2013 the Board has reviewed a number of investment
opportunities generated by the Board or referred by shareholders in a wide
variety of industries and business sectors including natural resources, property
and industrials.  The Directors are confident of executing an accretive
transaction or series of transactions and investments for all COT shareholders.

6.2 Directors of Continuation Investments

As at the date of this Target’s Statement, the directors of COT are:

Name	Position
`Mr Jeremy King`	`Chairman and Non-Executive Director`
`Mr Andrew Worland`	`Non-Executive Director`
`Mr David Church`	`Non-Executive Director`

6.3 Publicly available information about Continuation Investments

COT is a listed disclosing entity for the purposes of the Corporations Act and as
such is subject to regular reporting and disclosure obligations. Specifically, as a
listed company, COT is subject to the ASX Listing Rules which require continuous
disclosure of any information COT has that a reasonable person would expect to
have a material effect on the price or value of its securities.

Copies of ASX announcements made by COT are available on the ASX’s
website atwww.asx.com.au (ASX Code: COT).

6.4 Principal activities of Continuation Investments

COT is a listed investment company.  As such it retains a broad mandate to
make passive investments across a range of industries.

Since the disposal of COT Shares by the Company’s previous controlling
shareholder in March 2012, the Board of COT has clearly stated its desire to seek
a significant and accretive transaction for the Company whilst continuing to
prudently meet COT’s listed investment company obligations.  This has included
restructuring the Company’s capital structure to increase liquidity in the
Company’s stock and provide investors greater opportunity to commercialise
their investment.

The Board has taken a cautious approach to new investments given market
volatility both domestically and abroad, a strategy which in the Board’s view has
been justified as values across most asset classes have generally deteriorated in
that period. During 2013 the Board has reviewed a number of investment
opportunities generated by the Board or referred by shareholders in a wide
variety of industries and business sectors including natural resources, property
and industrials. The Board is confident of executing an accretive transaction for
all COT Shareholders.

6.5 Financial information and related matters

COT’s last published audited financial statements are for the financial year
ended 30 June 2013 and were dated 30 August 2013 and lodged with ASX on 2
September 2013.

Copies of these reports may be obtained from ASX’s website at
www.asx.com.au (ASX:COT).

So far as the COT Directors are aware:

(a) the financial position of COT has not materially changed since the date of the annual report dated 30 August 2013 for the year ending 30 June 2013; and
(b) there has not been any matter or circumstances, other than those referred to in the annual report dated 30 August 2013 and this Target’s Statement that has significantly affected, or may significantly affect the operations or the financial position of COT, the results of operations of COT, or the state of affairs of COT in future financial years.

COT Shareholders should consider section 9.1 of this Target’s Statement in
connection with the potential effect of the Offer on COT’s financing
arrangements and material contracts.

Please refer to section 11 of the Bidder’s Statement for financial information
about DMX.

6.6 Forecast financial information for the COT Group

COT has given careful consideration as to whether a reasonable basis exists to
produce reliable and meaningful forecast financial information. The COT
Directors have concluded that, as at the date of this Target's Statement, it would
be misleading to provide forecast financial information for the COT Group, as a
reasonable basis does not exist for providing forecasts that would be sufficiently
meaningful and reliable as required by applicable law, policy and market
practice.

The financial performance of the COT Group in any period will be influenced by
various factors that are outside the control of the COT Directors and that cannot,
at this time, be predicted with a high level of confidence.

6.7 DMX’s current interests in COT

As at the date of this Target’s Statement, DMX has a relevant interest in 577,456
COT Shares.

One of the directors of DMX, Mr Roger Collison, has an indirect interest in 10,938
COT Shares. It is Mr Collision’s intention to direct his trustee to accept the Offer
for his COT shares.

Further details regarding DMX’s current interests in COT can be found at section
12.3 of the Bidder’s Statement.

7. INFORMATION RELATING TO THE CONTINUATION INVESTMENTS DIRECTORS

7.1 Interests and dealings in Continuation Investments securities

(a) Interests in Continuation Investments securities

As at the date of this Target’s Statement, the COT Directors had the
following Relevant Interests in COT Shares and COT Options:

Director	COT Shares	COT Options
`Jeremy King`	`1,429,871`	`1,250,000`
`Andrew Worland`	`1,314,850`	`1,000,000`
`David Church`	`694,872`	`Nil`

Notes

1. Each COT Option is unquoted and exercisable at $0.20 on or before 31 December 2015.

(b) Dealings in COT Shares and COT Options

No COT Director has acquired or disposed of a Relevant Interest in any
COT Shares or COT Options in the 4 month period ending on the date
immediately before the date of this Target’s Statement.

7.2 Interests and dealings in DMX Corporation securities

(a) Interests in DMX Group securities

As at the date immediately before the date of this Target’s Statement,
no COT Director had a Relevant Interest in any DMX Group securities.

(b) Dealings in DMX Corporation securities

No COT Director has acquired or disposed of a Relevant Interest in any
DMX Group securities in the 4 month period ending on the date
immediately before the date of this Target’s Statement.

7.3 Benefits and agreements

(a) Benefits in connection with retirement from office

As a result of the Offer, no person has been or will be given any benefit
(other than a benefit which can be given without member approval
under the Corporations Act) in connection with the retirement of that
person, or someone else, from a board or managerial office of COT or
related body corporate of COT.

(b) Agreements connected with or conditional on the Offer

There are no agreements made between any COT Director and any
other person in connection with, or conditional upon, the outcome of
the Offer other than in their capacity as a holder of COT Shares or COT
Options.

(c) Benefits from DMX Group

None of the COT Directors have agreed to receive, or are entitled to
receive, any benefit from any member of the DMX Group which is
conditional on, or is related to, the Offer, other than in their capacity as
a holder of COT Shares or COT Options.

(d) Interests of directors in contracts with DMX Corporation

None of the COT Directors have any interest in any contract entered
into by any member of the DMX Group.

8. AUSTRALIAN TAXATION CONSEQUENCES

8.1 Introduction

This section 8 provides a brief overview of the possible Australian income tax, GST
and stamp duty consequences relating to the acceptance of the Offer by
Australian resident and Foreign Resident COT Shareholders who hold their COT
Shares on capital account.

Among other things, this section does not consider the Australian income tax,
GST and stamp duty consequences that arise for:

(a) COT Shareholders who hold their COT Shares as trading stock or revenue assets;
(b) financial institutions, insurance companies, partnerships, tax exempt organisations, superannuation funds or temporary residents (unless expressly stated);
(c) dealers in securities;
(d) Australian residents who hold their COT Shares as part of an enterprise carried on, at or through a permanent establishment in a foreign country; and
(e) COT Shareholders who change their tax residence while holding COT Shares.

The information contained in this section is intended to provide a general outline
of the Australian tax consequences based on the Australian tax laws as at the
date of this Target's Statement and is not intended to be a complete analysis of
all the potential tax consequences that could arise for COT Shareholders.
Accordingly, this information should not be relied upon as advice and COT
Shareholders should seek their own advice to confirm the tax consequences that
may arise in relation to the Offer.

The information contained in this section is based on the Income Tax Assessment
Act 1936 (Cth), the Income Tax Assessment Act 1997 (Cth), the GST Act, relevant
stamp duty legislation, applicable case law and published Australian Taxation
Office and State/Territory Revenue authority rulings, determinations and
statements of administrative practice at the date of this Target's Statement.
Australian tax laws may be amended at any time and therefore the tax
consequences discussed in this section may change if there is a change in the
tax laws after the date of this Target's Statement.

The commentary in this section is confined to tax issues which are only one part of the many matters that investors need to consider when making a decision about their investments. Under the Corporations Act, the commentary in this section is not required to be provided by a holder of an Australian Financial Services Licence ( AFSL ). COT Shareholders should consider taking advice from the holder of an AFSL and COT makes no representation as to the accuracy or otherwise of the commentary in this section.

8.2 COT Shareholders who accept the Offer

(a) Disposal of COT Shares

The acceptance of the Offer may give rise to a CGT event for COT
Shareholders, being the disposal of COT Shares.

COT Shareholders may make a capital gain if the capital proceeds
received on disposal of the COT Shares is greater than the cost base of
those shares and a capital loss if the reduced cost base of the COT
Shares is greater than the capital proceeds.

Under the terms of the Offer, COT Shareholders who accept the Offer
will receive $0.072 for each COT Share tendered under the Offer. This
should generally be the capital proceeds amount for the purposes of
calculating any capital gain or loss that arises on disposal of COT Shares
under the Offer.

The cost base or reduced cost base of COT Shares should include the
acquisition cost of the COT Shares and certain incidental costs.

Any capital gain or loss that arises as a result of the disposal of COT
Shares will arise in the income year in which the CGT event occurs. The
time of the CGT event should be as follows:

(i) If the Offer is accepted by the COT Shareholder on or before the date when the Offer becomes or is declared unconditional, the time of the CGT event should be the date the Offer becomes or is declared unconditional.
(ii) If the Offer is accepted by the COT Shareholder between the date the Offer becomes or is declared unconditional and the date the Offer closes, the time of the CGT event should be the date the COT Shareholder accepts the Offer.
(iii) Should the COT Shareholder not accept the Offer by the date the Offer closes and the COT Shares are compulsory acquired, the time of the CGT event should be the date ownership of the COT Shareholders’ COT Shares passes to DMX in accordance with the compulsory acquisition.

(b) Capital losses

Australian tax law requires that capital gains and capital losses are
aggregated to determine the net capital gain for the income year. The
net capital gain amount is included in assessable income and subject to
income tax at the applicable marginal tax rate.

Capital losses may only be offset against capital gains and may not be
offset against other types of income, but may be carried forward to
offset future capital gains in certain circumstances.

(c) CGT discount

Certain COT Shareholders may be eligible for the CGT discount
concession in respect of any capital gain arising on the disposal of COT
Shares where the COT Shares have been held for at least 12 months

prior to the time of the CGT event, excluding the days of acquisition and
disposal.

The CGT discount percentage is applied to the amount of the capital
gain after offsetting any current year or carried forward capital losses.
The CGT discount percentage is 50% for individuals and trusts, and 33
1/3% for complying superannuation funds. For example, if an individual is
entitled to the CGT discount concession, then only 50% of the capital
gain would be included in assessable income and taxed at marginal
rates.

The CGT discount is not available to companies.

8.3 Foreign Resident COT Shareholders who accept the Offer

Any capital gain or loss that is made by a Foreign Resident COT Shareholder on
the disposal of COT Shares should be disregarded if:

(a) the Foreign Resident COT Shareholder (together with their Associates) did not hold 10% or more of the COT Shares on issue at the time of the CGT event or at any time throughout a 12 month period occurring within 24 months before the CGT event; and
(b) the Foreign Resident COT Shareholder does not hold COT Shares at any time in carrying on a business at or through a permanent establishment in Australia.

Capital gains derived by a Foreign Resident are generally only subject to
income tax in Australia to the extent that they relate to relevant direct and
indirect interests in taxable Australian property, which includes interests in
Australian real property. Where a Foreign Resident COT Shareholder indirectly
holds an interest in Australian real property through COT Shares, any capital
gains may trigger a CGT liability.

Based on the current assets and liabilities of COT, it is considered unlikely that the
COT Shares would currently constitute an interest in taxable Australian property.
However, the analysis of whether the COT Shares do constitute an interest in
taxable Australian property must be undertaken at the time of a disposal of the
COT Shares. Accordingly, Foreign Resident COT Shareholders who (together with
their Associates) hold an interest of 10% or more of COT Shares on issue over the
relevant period should seek further independent advice in relation to these
matters.

To the extent that a Foreign Resident COT Shareholder is subject to income tax in
Australia on a capital gain, the tax consequences discussed in section 8.2 above
should apply.

8.4 GST and stamp duty

No Australian stamp duty or GST is payable by you on the sale of your COT
Shares to DMX pursuant to the Offer. You may be charged GST on incidental
costs incurred in acquiring or disposing of your COT Shares. You may be entitled
to input tax credits or reduced input tax credits for such costs, but should seek
independent professional advice in relation to your own particular
circumstances.

9. ADDITIONAL INFORMATION

9.1 Effect of the takeover on Continuation Investment’s financing and material agreements

To the best of each COT Director’s knowledge, there are no material contracts
or financing arrangements to which COT is a party which contain any change of
control provisions which may be triggered as a result of, or as a result of
acceptances of, the Offer.

9.2 Material litigation

As far as the COT Directors are aware, COT is not involved in any ongoing
litigation which is material in the context of COT and its Related Bodies
Corporate taken as a whole.

9.3 Continuation Investment’s issued securities

As at the date of this Target’s Statement, COT’s issued equity securities consisted
of:

(a) 19,865,377 COT Shares on issue;
(b) the following 2,250,000 COT Options on issue being:

Expiry date	Option number
`31 December 2015`	`2,250,000`
Total	2,250,000

There are no other shares or other securities (including equity securities, debt
securities or convertible securities) or options or performance rights or other
instruments which are convertible into securities in COT nor has it offered or
agreed to issue any such shares, securities, options or performance rights or
other instruments to any Third Party.

9.4 Substantial holders

As at the date of this Target’s Statement, COT is aware from notices filed with the
ASX that the following persons have substantial holdings in COT:

	Name of substantial holder	Number of COT Shares held	% of total
`1.`	`Bushwood Nominees Pty Ltd`	`1,414,171`	`7.12%`
`2.`	`Andrew Worland`	`1,314,8501`	`6.62%`
`2.`	`Mr Jason Peterson & Mrs Lisa Peterson <J` `& L Super Fund A/C>`	`1,149,001`	`5.78%`

Notes

1. 556,962 shares are held by Badlands Super Pty Ltd, an entity controlled by Mr Worland

9.5 Effect of Offer on COT Options

The Offer does not extend to any new COT Shares that are issued during the
Offer Period as a result of the exercise of COT Options. Accordingly, COT
Optionholders may not participate in the Offer in respect of their COT Options.

9.6 Consents

Steinepreis Paganin has given, and has not withdrawn before the lodgement of
this Target’s Statement with ASIC, its written consent to be named in this Target’s
Statement as Australian legal advisers to the Target in the form and context in
which it is named. Steinepreis Paganin has not advised on the laws of any
foreign jurisdiction, and has provided no tax advice in relation to any jurisdiction.
Steinepreis Paganin has not caused or authorised the issue of this Target’s
Statement, does not make or purport to make any statement in this Target’s
Statement or any statement on which a statement in this Target’s Statement is
based and takes no responsibility for any part of this Target's Statement, other
than a reference to its name.

As permitted by ASIC Class Order 13/521 this Target's Statement contains
statements which are made in, or based on statements made in, documents
lodged with ASIC or given to the ASX. Pursuant to the Class Order, the parties
making those statements are not required to consent to, and have not
consented to, the inclusion of those statements in this Target's Statement. If you
would like to receive a copy of any of these documents, or the relevant parts of
the documents containing the statements (free of charge), during the Offer
Period, please contact the Offer Information Line. Calls to the Offer Information
Line may be recorded.

As permitted by ASIC Class Order 13/523, this Target’s Statement may include or
be accompanied by certain statements:

(a) fairly representing a statement by an official person; or
(b) from a public official document or a published book, journal or comparable publication.

In addition, as permitted by ASIC Class Order 07/429, this Target’s Statement also
contains trading data obtained from IRESS without their consent.

9.7 Regulatory and other approval, consent or waiver requirements

COT has not been granted any modifications or exemptions by ASIC from the
Corporations Act in connection with the Takeover Bid, nor has COT been
granted any waivers from ASX in relation to the Takeover Bid.

9.8 No other material information

This Target’s Statement is required to include all the information that COT
Shareholders and their professional advisers would reasonably require to make
an informed assessment whether to accept the Offer, but:

(a) only to the extent to which it is reasonable for investors and their professional advisers to expect to find this information in this Target’s Statement; and
(b) only if the information is known to any director of COT.

The COT Directors are of the opinion that the information that COT Shareholders
and their professional advisers would reasonably require to make an informed
assessment whether to accept the Offer is:

(a) the information contained in the Bidder’s Statement (to the extent that the information is not inconsistent or superseded by information in this Target’s Statement);
(b) the information contained in COT’s releases to the ASX, and in the documents lodged by COT with ASIC before the date of this Target’s Statement; and
(c) the information contained in this Target’s Statement.

The COT Directors have assumed, for the purposes of preparing this Target’s
Statement, that the information in the Bidder’s Statement is accurate (unless
they have expressly indicated otherwise in this Target’s Statement). However, the
COT Directors do not take any responsibility for the contents of the Bidder’s
Statement and are not to be taken as endorsing, in any way, any or all
statements contained in it.

In deciding what information should be included in this Target’s Statement, the
COT Directors have had regard to:

(a) the nature of the COT Shares;
(b) the matters that shareholders may reasonably be expected to know;
(c) the fact that certain matters may reasonably be expected to be known to shareholders’ professional advisers; and
(d) the time available to COT to prepare this Target’s Statement.

10. GLOSSARY AND INTERPRETATION

10.1 Glossary

Where the following terms are used in this Target’s Statement they have the
following meanings:

A$ or $ means an Australian dollar.

Acceptance Form means the acceptance form for the Offer accompanying the Bidder’s Statement or, as the context requires, any replacement or substitute acceptance form provided by or on behalf of DMX, which forms part of the Bidder's Statement.

AEST means Australian Eastern Standard Time.

Announcement Date means the date of announcement of the Offer, being 25 November 2013.

ASIC means Australian Securities & Investments Commission.

Associate has the meaning given to that term in sections 10 to 17 of the Corporations Act.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it, as the context requires.

ASX Listing Rules or Listing Rules means the official listing rules of ASX.

ASX Settlement Operating Rules means the operating rules of the settlement facility provided by ASX.

Bidder's Statement means the statement under Part 6.5 of Division 2 of the Corporations Act issued by DMX in relation to the Offer.

Business Day means a day on which banks are open for business in Perth, Western Australia, excluding a Saturday, Sunday or public holiday.

CGT means capital gains tax.

Corporations Act `means the` `Corporations Act 2001` `(Cth).`

COT means Continuation Investments Limited (ACN 106 854 175).

COT Director means a director of COT.

COT Group means COT and its Related Bodies Corporate.

COT Option means an option to acquire a COT Share.

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

COT Shareholder means a person who is recorded in COT’s register of members as the holder of one or more COT Shares.

DMX or DMX Corporation or Bidder means DMX Corporation Limited (ACN 009 140 550).

DMX Board or Board means the board of directors of DMX.

DMX Director means a director of DMX.

DMX Group means DMX and its Related Bodies Corporate.

DMX Shares means fully paid ordinary shares in the issued capital of DMX.

DMX Shareholder means a person who is recorded in DMX's register of members as the holder of one or more DMX Shares.

Foreign Resident means a COT Shareholder who is not a resident of Australia for taxation purposes.

GST means Australian goods and services tax.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Issuer Sponsored Holding means a holding of COT Shares on COT’s issuer sponsored subregister.

Minimum Acceptance Condition means at or before the end of the Offer Period, DMX has a relevant interest in at least 50.1% (by number) of COT Shares on issue at that time.

Notice of Status of Conditions means DMX’s notice disclosing the status of the conditions to the Offer which is required to be given by section 630(3) of the Corporations Act.

NTA means net tangible assets.

Offer or Takeover Offer means the offer to acquire COT Shares to be made by DMX in connection with the Takeover Bid.

Offer Conditions means the conditions to the Offers set out in Annexure A to this Target’s Statement.

Offer Information Line `means:`

(a)(08) 9322 7600  (for calls made from within Australia); or

(b)+61 8 9322 7600 (not toll free, for calls made from outside Australia),

between 9:00 am and 5:00 pm (Perth time) Monday to Friday.

Offer Price means $0.072.

Offer Period means the period with respect to the Offer during which the Offer is open for acceptance in accordance with section 5.3 of the Bidder’s Statement.

Perth time means time as observed in Perth, Western Australia, Australia.

Related Bodies Corporate has the meaning given in the Corporations Act.

Relevant Interest has the meaning given in section 608 and section 609 of the Corporations Act.

Takeover Bid means the off-market takeover bid made by DMX for all of the COT Shares that DMX does not currently own or control.

Target’s Statement means this document (including the attachments and annexure), being the statement under Part 6.5 Division 3 of the Corporations Act issued by COT in relation to the Offer.

Third Party means a party other than COT and any subsidiary of COT, and DMX and any subsidiary of DMX.

VWAP means volume weighted average price.

10.2 Interpretation

In this Target’s Statement:

(a) other words and phrases have the same meaning (if any) given to them in the Corporations Act;
(b) words of any gender include all genders;
(c) words indicating the singular include the plural and vice versa.
(d) an expression indicating a person includes any company, partnership, joint venture, association, corporation or other body corporate and vice versa;
(e) a reference to a section, clause, attachment and schedule is a reference to a section of, clause of and an attachment and schedule to this Target’s Statement as relevant;
(f) a reference to any legislation includes all delegated legislation made under it and amendments, consolidations, replacements or reenactments of any of them;
(g) headings and bold type are for convenience only and do not affect the interpretation of this Target’s Statement;
(h) a reference to time is a reference to Perth time unless otherwise indicated; and
(i) a reference to dollars, $, A$, AUD, cents, ¢ and currency is a reference to the lawful currency of the Commonwealth of Australia unless otherwise stated.

11. AUTHORISATION

This Target’s Statement has been approved by a unanimous resolution passed
by the directors of COT.

Signed for and on behalf of Continuation Investments Limited:

Jeremy King

Chairman and Non-Executive Director

ANNEXURE A – OFFER CONDITIONS

Set out below is a copy of the Offer Conditions that can be found in section 5.6 of DMX’s
Bidder’s Statement. All defined terms set out below have the meaning given to them in
the Bidder’s Statement unless otherwise indicated.

1. OFFER CONDITIONS

1.1 Defeating Bid Conditions

This Offer and any contract that results from your acceptance of this Offer is
subject to the fulfilment or waiver by DMX Corporation of each of the following
conditions:

`(a)` Minimum acceptance

At or before the end of the Offer Period, DMX Corporation has a
relevant interest in at least 50.1% (by number) of COT Shares on issue at
that time.

`(b)` No prescribed occurrences

Between the Announcement Date and the end of the Offer Period, none of the following occurrences ( Prescribed Occurrences ) occurs:

(i) COT converts any of its shares into a larger or smaller number of shares;
(ii) COT or any of its subsidiaries resolves to reduce its share capital in any way;
(iii) COT or any of its subsidiaries enters into a buy-back agreement or resolves to approve the terms of a buy-back agreement under section 257C(1) or 257D(1) of the Corporations Act;
(iv) COT or any of its subsidiaries issues shares (other than as a result of exercising an option to acquire a COT share existing as at the date of this Bidder's Statement) or grants an option over its shares, or agrees to do so;
(v) COT or any of its subsidiaries issues, or agrees to issue, convertible notes;
(vi) COT or any of its subsidiaries disposes, or agrees to dispose, of all, or a substantial portion, of its business or property;
(vii) COT or any of its subsidiaries charges, or agrees to charge, all, or a substantial portion, of its business or property;
(viii) COT or any of its subsidiaries resolves to be wound up;
(ix) a liquidator or provisional liquidator of COT or any of its subsidiaries is appointed;
(x) a court makes an order for the winding up of COT or any of its subsidiaries;

(xi) an administrator of COT or any of Continuation Investments' subsidiaries is appointed under section 436A, 436B or 436C of the Corporations Act;
(xii) COT or any of its subsidiaries executes a deed of company arrangement; or
(xiii) a receiver, or a receiver and manager, is appointed for the whole, or a substantial portion, of the property of COT or any of its subsidiaries.
(c) No material adverse change

Between the Announcement Date and the end of the Offer Period:

(i) no event, matter or circumstance occurs that will or is reasonably likely to have a material adverse effect on the assets and liabilities, financial position and performance, profits and losses, or prospects of COT and its subsidiaries as a whole;
(ii) DMX Corporation does not become aware of any event of the kind referred to in subparagraph (i) which occurred before the Announcement Date but that was not disclosed by COT or was not apparent from publicly available information;
(iii) without limitation to any other part of this condition, there is no outbreak of hostilities, political unrest, labour disturbance, fire or other natural disaster which affects the financial position of COT; and
(iv) without limitation to any other part of this condition, no event, matter or circumstance occurs that either individually or when considered in combination with other events, matters or circumstances reduces, or is reasonably likely to reduce, the net assets of COT by more than $0.15 million.

`(d)` No other person having 40% or more voting power

At any time before the end of the Offer Period, no person (other than
DMX Corporation or its Associates) has voting power of 40% or more in
COT.

1.2 Nature of Conditions

(a) Each of the Bid Conditions is a condition subsequent and will not prevent the formation of a contract to sell your COT Shares to DMX Corporation in accordance with the terms and conditions set out in this Offer, upon a valid acceptance by you of this Offer. However, any nonfulfilment of any of the Bid Conditions will, unless waived by DMX Corporation in accordance with Section 5.8, entitle DMX Corporation to rescind any contract that results from your acceptance of this Offer as if that contract had not been formed.
(b) Each of the Bid Conditions will constitute and be construed as separate, distinct and several conditions. No Bid Condition that applies will be taken to limit the meaning or effect of any other Bid Condition.

(c) Subject to the Corporations Act, DMX Corporation alone is entitled to the benefit of the Bid Conditions and any breach or non-fulfilment of any such Bid Condition may be relied upon only by DMX Corporation.

1.3 Waiver of Conditions

Subject to the Corporations Act, DMX Corporation may free the Offer and any
contract resulting from an acceptance of the Offer from any of the Bid
Conditions, either generally or for a specific occurrence, by providing written
notice to COT and ASX in accordance with section 650F and section 630 of the
Corporations Act. Any such notice may be given:

(a) in the case of each of the Bid Conditions other than the Prescribed Occurrences - not less than seven days before the expiry of the Offer Period, which is currently scheduled to occur on (Closing Date); and
(b) in the case of the Prescribed Occurrences in paragraph 5.6(c) - not less than three business days after the end of the Offer Period, which is currently scheduled to occur on ( Closing Date ).

If the Closing Date of the Offer is extended by a particular period, the date for
giving the abovementioned notices will be postponed by an equivalent period.

If, by the end of the Offer Period (or in respect of the Prescribed Occurrences, by
the end of the third business day after the end of the Offer Period), any of the
Bid Conditions have not been fulfilled and DMX Corporation has not freed the
Offer from those outstanding Bid Conditions, all contracts resulting from any
acceptance of the Offer will thereupon be deemed to be automatically void. In
that event, DMX Corporation will, if you have accepted the Offer, return to you
by post your Acceptance Form and any other documents sent with it by you, at
your last known address as shown on the most recent copy of the COT
Shareholders' register provided to DMX Corporation and notify ASIC of the lapse
of the Offer in accordance with Rule 14.9 of the ASX Settlement Operating Rules.

1.4 Notice of Status of Conditions

The date for giving the notice on the status of the Bid Conditions as required by
section 630(1) of the Corporations Act is (date between 14 and 7 days before
the end of the Offer Period) (subject to any variation in accordance with section
630(2) of the Corporations Act if the Offer Period is extended).