VERIS LIMITED — Capital/Financing Update 2012

Jul 2, 2012

3 July 2012

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OTOC Limited

ACN 122 958 178

ASX ANNOUNCEMENT

SALE OF EMERSON STEWART CONSULTING

OTOC Limited (ASX: OTC) ( OTOC or the Company ) is pleased to announce that OTOC and it’s wholly owned subsidiary, Emerson Stewart Pty Ltd ( ESC ), have entered into an Asset Sale and Purchase Deed for the sale of ESC’s Emerson Stewart Consulting Division which provides environmental, engineering and project delivery consulting services ( Emerson Stewart Consulting Division ) to PDC Design Pty Ltd, wholly owned by leading engineering design, drafting and Building Information Modelling company PDC Consultants ( PDC ).

Following a thorough strategic review by the Company, the board resolved that the Emerson Stewart Consulting Division business was regarded as noncore to the strategic future of OTOC and the decision was made to divest the division to crystallise value for OTOC shareholders. The Board believes this transaction is in the best interests of the Company and its shareholders.

Transaction Details:

The consideration for the sale of the Emerson Stewart business comprises:

• $300,000;

• the adjusted value of the net tangible assets of ESC as at the completion date, expected to be approximately $880,000: and

• PDC will take over certain liabilities of the Emerson Stewart Consulting division, including a sub-lease of ESC’s current operational premises at the Old Swan Brewery.

Proceeds from the transaction (before transaction costs and tax) are expected to be approximately $1,180,000. The proceeds will be used by the Company as working capital to support the growth of the Company’s core businesses, OTOC and Whelans.

The target settlement date for the sale is 3 September 2012.

The agreement is subject to a number of conditions precedent, including, but not limited to, the following;

• key ESC customer contracts being novated to PDC,

• key executives of ESC entering into employment agreements with PDC,

• preparation and delivery of financial accounts and information, and

• the granting of a sub-lease to PDC for ESC’s current operational premises.

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OTOC Limited

ACN 122 958 178

The purchaser is not obliged to proceed with settlement until each condition is fulfilled or waived in accordance with the agreement.

The agreement is subject to warranties and representations on normal terms and conditions for an agreement of this nature.

The CEO of OTOC, Adam Lamond said:

“The sale of the Emerson Stewart Consulting division was a targeted outcome for FY12 and we are pleased to announce that we have sold the business and can use the sale proceeds to further grow the company’s core businesses, OTOC and Whelans”.

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For more information

Adam Lamond OTOC Limited Group CEO (08) 9317 0628

ABOUT OTOC LIMITED

OTOC Limited is a leading provider of resources and infrastructure services through its wholly owned subsidiaries OTOC Group Pty Limited (OTOC) and Whelans (WA) Pty Ltd (Whelans).

Established in 2003, OTOC Specialises in the installation of mine site accommodation and non-process infrastructure for mining oil & gas projects. OTOC has a successful track record of delivering turnkey mining camp solutions for blue-chip clients including BHP Billiton, Rio Tinto and FMG.

Whelans is a leading consultancy in the provision of surveying, mapping and town planning, with a focus on the oil & gas sector. Whelans has 110 professional staff operating from offices in Perth, Karratha, Broome, Kununurra and Kalgoorlie.

www.otoc.com.au

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www.whelans.com.au

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OTOC Limited

ACN 122 958 178

About PDC Consultants

Established in 1972, PDC Consultants is a recognised global leader in the areas of design, modelling and detailing. With one of the world’s largest and most experienced engineering design, detailing and 3D Building Information Modelling (BIM) teams, PDC understands project problems and risks; specifically the challenges of taking a project from conceptual design to construction. PDC’s successful business model works around delivering project solutions rather than individual solutions using its suite of unique 3D Modelling processes and BIM software iConstruct. The company’s strategy is to continue building capability in integrated BIM and design services.

www.pdcgroup.com