VERIS LIMITED — Capital/Financing Update 2014

Sep 18, 2014

ASX/NEWS RELEASE – OTC

19 September 2014

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FIRST TRANCHE OF $10 MILLION PLACEMENT COMPLETED

OTOC ( ASX:OTC ) (“OTOC” or “the Company”) is pleased to advise it has received $8 million in funds and issued 40,000,000 in new shares at 20 cents per ordinary share as the first tranche (“Tranche 1 Placement”) of a $10 million placement to professional and sophisticated investors, as announced to the ASX on 11 September 2014.

The Tranche 1 Placement includes the issue of 23,959,376 new shares pursuant to the Company’s 15% capacity under ASX Listing Rule 7.1, and 16,040,624 new shares pursuant to the Company’s 10% capacity under ASX Listing Rule 7.1A. An Appendix 3B is appended to this announcement.

Net proceeds from the Placement will be used to fund future acquisitions in-line with OTOC’s national surveying strategy and for general corporate purposes.

In relation to the 16,040,624 new shares issued under the Company’s 10% capacity under ASX Listing Rule 7.1A, the Company provides the following information required under ASX Listing Rule 3.10.5A:

• a) The dilutive effect of the issue of the 16,040,624 Shares is 8%.

• b) The Company issued the 16,040,624 Shares as a placement under Listing Rule 7.1A, as OTOC believed this was the most efficient mechanism for raising funds to meet its stated objectives and the offer was considered the most appropriate of the opportunities that were considered by the Board.

• c) The 16,040,624 Shares were issued to a range of professional and sophisticated investors and, accordingly, there was no need for an underwriter.

• d) Fees incurred in connection with the issue of the 16,040,624 shares of $192,487 are payable to the Joint Lead Managers. There were no other costs associated with the issue of the 16,040,624 shares other than legal costs and regulatory compliance costs.

The second tranche of the Placement ($2 million) is expected to be completed in late October, subject to Shareholder approval at the Company’s upcoming Annual General Meeting.

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- Ends -

About OTOC

OTOC Limited is a leading provider of infrastructure services through its wholly owned operations OTOC Australia and Whelans Australia.

OTOC Australia specialises in the installation of infrastructure for government, mining and oil and gas projects. OTOC Australia has a successful track record of delivering turnkey infrastructure solutions for blue-chip clients including Rio Tinto, BHP Billiton, Roy Hill and FMG.

Whelans operates throughout Australian and is a leading consultancy in the provision of surveying, aerial surveys and town planning.

For further information please contact

Simon Thomas Brian Mangano Lisa Wynne Adrian Watson CEO CFO Company Secretary FTI Consulting OTOC Limited OTOC Limited OTOC Limited Tel (08) 9485 8888 Tel (08) 9317 0628 Tel (08) 9317 0633 Tel (08) 9317 0626 or 0419 040 807

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Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

OTOC LIMITED

ABN

80 122 958 178

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to Ordinary Shares be issued 2 Number of[+] securities issued or 40,000,000 to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (e.g. if options, Fully paid ordinary shares exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted+securities? If the additional+securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A	Yes
	$0.20 per Share
	40,000,000 shares issued to professional and sophisticated investors under the Placement announced to 11 September 2014. The funds raised are intended to be used to fund future acquisitions in-line with OTOC’s national surveying strategy and for general corporate purposes.
	Yes
	29 November 2013
	23,959,376 ordinary shares
	16,040,624 ordinary shares

• See chapter 19 for defined terms.

Appendix 3B Page 2

Appendix 3B New issue announcement

• 6e Number of[+] securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

Nil

• 6f Number of[+] securities issued under an exception in rule 7.2

Nil

• 6g If[+] securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.

Yes.

The 15 day VWAP prior to the issue date is $0.203 (“calculated price” prepared by GMP Securities). The issue price of the 16,040,624 shares issued under 7.1A on 18 September 2014 was $0.20 per share.

The issue price of $0.20 is equal to 98.5% of the calculated price.

• 6h If[+] securities were issued under N/A rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

• 6i Calculate the entity’s remaining Capacity under LR7.1 is 5,000,000 issue capacity under rule 7.1 and Capacity under LR7.1A is 3,265,627 rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

• 7 +Issue dates 19 September 2014 Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. Number +Class

• 8 Number and +class of all 233,062,512 Ordinary fully paid shares +securities quoted on ASX ( including the +securities in section 2 if applicable)

• See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) Part 2 - Pro rata issue 11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters	Number	+Class
	N/A
	N/A N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A N/A

• See chapter 19 for defined terms.

Appendix 3B Page 4

Appendix 3B New issue announcement

21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)?	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 5

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Appendix 3B New issue announcement

33 +Issue date N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of[+] securities ( tick one )

• (a)  +Securities described in Part 1

(b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of[+] securities for which N/A +quotation is sought 39 +Class of +securities for which N/A quotation is sought

• See chapter 19 for defined terms.

Appendix 3B Page 6

Appendix 3B New issue announcement

40 Do the[+] securities rank equally in N/A all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation N/A

41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another[+] security, clearly identify that other[+] security)

Number +Class 42 Number and +class of all N/A +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 7

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Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: ............................................................Date: 19 September 2014 (Company secretary)

Print name: Lisa Wynne

• See chapter 19 for defined terms.

Appendix 3B Page 8

Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Part 1 Introduced 01/08/12 Amended 04/03/13

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid [+] ordinary 193,062,512
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities Nil
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid [+] ordinary securities
that became fully paid in that 12 month
period
Note:
• Include only ordinary securities here – other
classes of equity securities cannot be added
• Include here (if applicable) the securities the
subject of the Appendix 3B to which this form
is annexed
• It may be useful to set out issues of securities
on different dates as separate line items
Subtract the number of fully paid [+] ordinary Nil
securities cancelled during that 12 month
period
“A” 193,062,512
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	28,959,376
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued:  Under an exception in rule 7.2  Under rule 7.1A  With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	23,959,376 ordinary shares (the subject of this 3B)
“C”	23,959,376
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	28,959,376
Subtract“C” Note: number must be same as shown in Step 3	23,959,376
Total[“A” x 0.15] – “C”	5,000,000 [Note: this is the remaining placement capacity under rule 7.1]

placement capacity under rule 7.1
“A” x 0.15	28,959,376
Note: number must be same as shown in
Step 2
Subtract“C”	23,959,376
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	5,000,000
	[Note: this is the remaining placement capacity
	under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 10

Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 193,062,512 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 19,306,251

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

7.1A that has already been used
Insertnumber of+equity securities issued
or agreed to be issued in that 12 month
period under rule 7.1A
Notes:
• This applies to equity securities – not just ordinary securities	16,040,624 ordinary shares (the subject of this
• Include here – if applicable – the	3B)
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items
“E”	16,040,624

• See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	19,306,251
Subtract“E” Note: number must be same as shown in Step 3	16,040,624
Total[“A” x 0.10] – “E”	3,265,627 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 12