VERBREC LIMITED — Capital/Financing Update 2009

Dec 6, 2009

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ASX Announcement

7 December, 2009

LogiCamms Broadens Services with Strategic Acquisition

Highlights

• LogiCamms has reached agreement to acquire MPA Consulting Engineers, a privately owned, multi-discipline, engineering company with a blue chip client base

• The purchase was pursued by LogiCamms to enable it to deliver larger projects by broadening its service offering

• The purchase price is approximately $10.8m, comprising $5 million cash and the issue of approximately 6.8 million shares at $0.85 per share to MPA Vendors

• The acquisition is expected to be earnings per share accretive for LogiCamms shareholders

• The acquisition is projected to increase the revenue and profit of the LogiCamms group by approximately 25%

• Analysis indicates the acquisition will add up to $60m in new project opportunities to the LogiCamms sales pipeline

• LogiCamms anticipates that MPA will deliver (on a normalised, annualised, standalone basis) earnings after tax of between $2m and $2.4m for FY2010

LogiCamms Limited (“LogiCamms” “ASX:LCM”) has reached agreement to acquire MPA Consulting Engineers (Australia) Pty Ltd (“MPA”), expanding its range of services and its ability to deliver larger, more complex projects.

MPA is an established, multi-discipline engineering firm that specialises in providing civil, structural and mechanical engineering design services, complementing LogiCamms’ existing electrical, control and process engineering specialist business. MPA boasts a blue chip client base across the oil & gas, mining, energy and infrastructure sectors.

The acquisition provides LogiCamms with new capabilities and services, which will drive revenue diversification and present new growth opportunities.

The acquisition is expected to be earnings per share accretive and is expected to lift the revenue and profit of the LogiCamms group by approximately 25%. It is expected that the acquisition will add up to $60m in new project opportunities to the LogiCamms sales pipeline.

LogiCamms anticipates that MPA will deliver (on a normalised, annualised, standalone basis) earnings after tax of between $2m and $2.4m for FY2010.

LogiCamms Managing Director Adam Keats said the MPA acquisition was an important step in LogiCamms’ growth strategy.

“We are confident that this acquisition will drive considerable national and international growth opportunities for LogiCamms, and allow the company to further consolidate its position in the Australian market,” he said.

“We will be able to leverage our existing customer base to take on larger and more comprehensive engineering projects, effectively increasing LogiCamm’s value proposition to existing and new clients.

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“We have had a long standing working relationship with MPA and we are excited about the opportunity to integrate the MPA business, to further reinforce LogiCamm’s position of leadership in the Australian market place.”

Mr Keats said the combination of LogiCamms’ operational experience and the combined group’s engineering design and construction experience would provide considerable expertise for clients requiring services for turn-key projects.

“LogiCamms’ previous targeted acquisitions of specialist companies to expand its service profile have delivered substantial benefits to the company and its shareholders, and we expect the MPA acquisition to do the same,” he said.

Consideration and Funding

The total acquisition price of approximately $10.8 million consists of $5 million in cash and the issue of approximately 6.8 million new shares to the owners of MPA at an issue price of 85 cents per share. The shares issued to the owners of MPA will be subject to a voluntary escrow of 6 months. In addition, LogiCamms will issue up to 700,000 unlisted options to employees of MPA pursuant to LogiCamms’ Executives and Employee Share Option Plan.

The board is considering a number of options in relation to the cash component of the consideration. These options include utilising existing cash reserves, bank funding, new equity capital or a combination of each. The board will work with its advisors over the coming weeks to determine the optimal funding approach and will keep the market informed of its decision.

Transaction costs are estimated to be $350,000 and integration costs of approximately $300,000 are likely be incurred over the 12 months following settlement.

The acquisition is expected on settle on or about 29 January 2010 and is subject a number of conditions, including:

• No material adverse change in the MPA business prior to settlement;

• • The finalisation of LogiCamms’ due diligence on MPA; and

• LogiCamms securing the appropriate funding to satisfy the cash component of the purchase price on terms acceptable to LogiCamms.

The share consideration component of the transaction will be issued subject to shareholder approval at a general meeting, expected to be held at the end of January 2010. Further information in relation to the shareholder meeting will be provided in due course.

Overview of MPA Consulting

The business of MPA has been in operation since 1991, and MPA has operated in its current form since 2005. MPA has a strong reputation for delivering multi-discipline engineering projects in Australia and Asia.

MPA provide professional engineering services to both small and large companies in the oil & gas, mining, power, chemical and metallurgical industries.

With a workforce of approximately 75, MPA has the capability to provide civil/structural, mechanical, electrical and instrumentation and process engineering services, and can undertake project work, including feasibility studies, capital and operating cost estimates, economic evaluations, detailed design, project management and commissioning.

MPA is owned by entities controlled by its executive directors, Gary Waterton and Allan McCamley, both civil engineers. The owners of MPA will be retained on service contracts with MPA that have terms of three years. Both Mr Waterton and Mr McCamley have considerable experience and expertise in the provision of engineering services, and knowledge of the

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Queensland market. They will continue work with MPA’s clients and play key executive roles within the LogiCamms group. Other key executives of MPA will be retained on new services agreements, each of which has a minimum 3 year term.

About LogiCamms

LogiCamms’ vision is to be a Market Leader delivering Outstanding Customer Solutions.

LogiCamms operates in the resources, energy and infrastructure sectors providing project and specialised engineering services that improve the value and productivity of operational assets.

LogiCamms works both directly with its customers and various engineering consultants, constructors and original equipment manufacturers.

LogiCamms is headquartered in Perth, Western Australia and has 8 offices in Australia including Brisbane, Melbourne and Adelaide.

LogiCamms regional offices include Darwin, Gladstone, Mackay and Whyalla.

For further information

Adam Keats Managing Director LogiCamms Limited +61 418 818 073

Cameron Morse FD Third Person +61 8 9386 1233 +61 433 886 8781

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