WINGARA AG LTD - AGM Information 2015

BIRON APPAREL LIMITED

(TO BE RENAMED “WINGARA AG LTD”) ACN 009 087 469

NOTICE OF ANNUAL GENERAL MEETING

TIME: 1:00 PM (AEDT) DATE: 23 November 2015 PLACE: Level 17, 499 St Kilda Road, Melbourne VIC 3004

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61) 3 9866 7889.

CONTENTS PAGE

Notice of General Meeting (setting out the proposed resolutions)	2
Explanatory Statement (explaining the proposed resolutions)	9
Glossary	58
Annexure A - Independent Expert’s Report	60
Proxy Form	Attached
TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Annual General Meeting of the Shareholders of Biron Apparel Limited which this Notice of Meeting relates to will be held at 1:00 PM (AEDT) on 23 November 2015 at:

Level 17, 499 St Kilda Road, Melbourne VIC 3004

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

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

VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed:

send the proxy form by post to Biron Apparel Limited, Level 17, 499 St Kilda Road, Melbourne VIC 3004; or
by facsimile to the Company on facsimile number +61 3 9866 5859,

so that it is received not later than 1:00 PM (AEDT) on 21 November 2015.

Proxy forms received later than this time will be invalid.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Biron Apparel Limited will be held at Level 17, 499 St Kilda Road, Melbourne Vic 3004 at 1:00 PM (AEDT) on 23 November 2015.

The Explanatory Statement to this Notice Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the proxy form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company on 1:00pm (AEDT) at 21 November 2015.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2015 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2015.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and

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(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

2. RESOLUTION 2 – ELECTION OF DIRECTOR – GEORGE KARAFOTIAS

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

“That, for the purpose of clause 14.4 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, George Karafotias , a Director who was appointed casually on 27 January 2015, retires, and being eligible, is elected as a Director.”

3. RESOLUTION 3 – ELECTION OF DIRECTOR – PETER PARTHIMOS

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

“That, for the purpose of clause 14.4 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Peter Parthimos, a Director who was appointed casually on 13 May 2015, retires, and being eligible, is elected as a Director.”

4. RESOLUTION 4 – ELECTION OF DIRECTOR – CHRISTOPHER BOTICA

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

“That, for the purpose of clause 14.4 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Christopher Botica, a Director who was appointed casually on 27 January 2015, retires, and being eligible, is elected as a Director.”

5. RESOLUTION 5 – ISSUE OF 9,800,000 SHARES TO RELATED PARTY – GEORGE KARAFOTIAS (OR NOMINEE (S))

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

“ That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given to ratify the previous issue of 9,800,000 Shares (on a pre-Consolidation basis) to George Karafotias (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement. ”

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by Mr Karafotias (or his nominee(s)) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

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(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

6. RESOLUTION 6 – ISSUE OF 3,000,000 SHARES TO RELATED PARTY – CHRISTOPHER BOTICA

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given to ratify the previous issue of 3,000,000 Shares (on a pre-Consolidation basis) to Christopher Botica (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by Christopher Botica (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair of the Meeting; and
(b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

7. RESOLUTION 7 – ISSUE OF 3,000,000 SHARES TO RELATED PARTY – PETER ANGELAKOS

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given to ratify the previous issue of 3,000,000 Shares (on a pre-Consolidation basis) to Peter Angelakos (or his

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

ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by Peter Angelakos (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair of the Meeting; and
(b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

8. RESOLUTION 8 – CHANGE TO NATURE AND SCALE OF ACTIVITIES

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

“That, subject to and conditional upon the passing of the Essential Resolutions, for the purpose of ASX Listing Rule 11.1.2 and for all other purposes, approval is given for the Company to make a significant change in the nature and scale of its activities as described in the Explanatory Statement accompanying this Notice.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

9. RESOLUTION 9 – CONSOLIDATION OF CAPITAL

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

"That, subject to and conditional upon the passing of the Essential Resolutions, pursuant to section 254H of the Corporations Act and for all other purposes, the issued capital of the Company be consolidated on the basis that every fifty (50) Shares be consolidated into one (1) Share and, where this Consolidation

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results in a fraction of a Share being held, the Company be authorised to round that fraction up to the nearest whole Share."

10. RESOLUTION 10 – ISSUE OF SHARES TO ELECT VENDORS

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

“That, subject to and conditional upon the passing of the Essential Resolutions, for the purposes of section 611 (item 7) of the Corporations Act and for all other purposes, approval is given for the Company to issue 20,000,000 Shares (on a post-Consolidation basis) to the Elect Vendors on the terms and conditions set out in the Explanatory Statement, and for the Elect Vendors and their associates to thereby acquire voting power in the Company of up to 33.02% on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by the Elect Vendors and any of their associates or any other person who might obtain a benefit and their associates, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Expert’s Report: Shareholders should carefully consider the report prepared by William Buck (Vic) Pty Ltd for the purposes of the Shareholder approval required under Section 611 Item 7 of the Corporations Act. The Independent Expert’s Report comments on the fairness and reasonableness of the transactions the subject of this resolution to the nonassociated Shareholders in the Company. William Buck (Vic) Pty Ltd has determined that the proposed transaction is fair and reasonable to the non-associated Shareholders in the Company.

11. RESOLUTION 11 – ISSUE OF SHARES TO SUPERION VENDORS

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

“That, subject to and conditional upon the passing of the Essential Resolutions, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 10,000,000 Shares (on a post-Consolidation basis) to the Superion Vendors at Settlement, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

12. RESOLUTION 12 – APPROVAL FOR CAPITAL RAISING

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

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“That, subject to and conditional on the passing of all Essential Resolutions, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 25,000,000 Shares (on a post-Consolidation basis) at an issue price of $0.20 per Share under the Prospectus as part of the Capital Raising on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

13. RESOLUTION 13 – CONVERSION UNDER CONVERTING LOAN AGREEMENTS

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

“That, subject to and conditional upon the passing of the Essential Resolutions, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 4,500,000 Shares (on a post-Consolidation basis) to the Converting Loan Lenders in full and final satisfaction of the Company’s obligations under the Converting Loan Agreements on the terms and conditions set out in the Explanatory Statement.”

14. RESOLUTION 14 – CONVERSION UNDER CONVERTING LOAN AGREEMENT – RELATED PARTY

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

“That, subject to and conditional upon the passing of the Essential Resolutions, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 300,000 Shares (on a post-Consolidation basis) to James Everist (or his nominee) in full and final satisfaction of the Company’s obligations under that Converting Loan Agreement on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who is to receive securities in relation to the Company and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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15. RESOLUTION 15 – ELECTION OF DIRECTOR – GAVIN XING

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

“That, subject to and conditional on the passing of all Essential Resolutions and completion occurring under the Acquisitions, for the purpose of clause 14.3 of the Constitution and for all other purposes, Gavin Xing who, being eligible and having consented to act, be elected as a director of the Company on and from the date of completion of the Acquisitions.”

16. RESOLUTION 16 – ELECTION OF DIRECTOR – ERIC JIANG

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

“That, subject to and conditional on the passing of all Essential Resolutions and completion occurring under the Acquisitions, for the purpose of clause 14.3 of the Constitution and for all other purposes, Eric Jiang who, being eligible and having consented to act, be elected as a director of the Company on and from the date of completion of the Acquisitions.”

17. RESOLUTION 17 – ELECTION OF DIRECTOR – JAMES EVERIST

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

“That, subject to and conditional on the passing of all Essential Resolutions and completion occurring under the Acquisitions, for the purpose of clause 14.3 of the Constitution and for all other purposes, James Everist who, being eligible and having consented to act, be elected as a director of the Company on and from the date of completion of the Acquisitions.”

18. RESOLUTION 18 – CHANGE OF COMPANY NAME

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

“That, subject to and conditional upon the passing of the Essential Resolutions and completion occurring under the Acquisitions, for the purposes of section 157(1)(a) of the Corporations Act and for all other purposes, approval is given for the name of the Company to be changed to Wingara Ag Ltd with effect from the date that ASIC alters the Company’s registration.”

DATED: 23 October 2015 BY ORDER OF THE BOARD

GEORGE KARAFOTIAS DIRECTOR / COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held at Level 17, 499 St Kilda Road, Melbourne Vic 3004 on 23 November 2015 at 1:00 PM (AEDT).

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

Resolutions 8 to 18 (inclusive) are in respect of the Acquisitions and are each inter-conditional on all of those Resolutions being approved. If any of Resolutions 8 to 18 (inclusive) are not passed, then all of these Resolutions will be taken to have been rejected by Shareholders.

For the avoidance of doubt Resolutions 8 to 18 (inclusive) are referred to as the Essential

Resolutions throughout this Notice.

1. BACKGROUND TO PROPOSED ACQUISITIONS OF ELECT AND SUPERION

1.1 Background on the Company

Biron Apparel Limited (Biron or the Company) was incorporated on 1 March 1984 and has been suspended from trading on ASX since 15 June 2006. Historically, the Company has been a fashion retail company.

The Company was placed into administration on 14 July 2010, with Giovanni (John) Carrello appointed as the Administrator. During the period of 14 July 2010 until 8 September 2011, the Company was controlled by the Administrator. Pursuant to Section 437C of the Corporations Act, during the period of the administration, the powers of the Company’s officers were suspended.

The Company entered into a Deed of Company Arrangement with its creditors dated 8 November 2010 (DOCA). The DOCA was subsequently amended on 14 April 2011 and fully effectuated on 8 September 2011.

After 8 September 2011, the Company was returned to the then Directors, George Karafotias, Vincent Ferraloro and Peter Angelakos.

Since this date the directors of the Company have being seeking opportunities for the Company and have raised funds during this period to carry out due diligence and for the continuing administration of the Company. The Company held a general meeting on 27 January 2015 to approve the past capital raisings and any outstanding compliance matters.

On 14 July 2015, the Company held Annual General Meetings for the financial years ending 2007 to 2014 (inclusive) as part of the Company’s outstanding compliance obligations.

1.2 Background on the transaction

On 15 May 2015, the Company announced that it had entered into a heads of agreement with the shareholders of Elect Performance Group Pty Ltd (Elect) trading as JC Tanloden under which the Company has agreed to acquire 100% of the issued capital of Elect subject to the satisfaction of various conditions precedent. The details of the shareholders of Elect are set out in Section 8.1 below.

On 26 May 2015, the Company paid Elect a refundable deposit of $200,000 in consideration for Elect procuring that the Elect Vendors agree to sell 100% of the fully

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paid shares in Elect on issue (Elect Shares). The parties agreed that the deposit is to be used in the Elect business.

Elect is an agribusiness company which trades as JC Tanloden and operates as a hay processing, trading and export business (Elect Business) with an operating history of over 15 years in regional Victoria. Since Elect acquired the Elect Business in 23 February 2015, Elect has provided the financial, management and marketing needs of the Elect Business and has consolidated the customer base in North Asia. The Elect Business mainly produces oaten hay, wheaten hay, and wheaten straw and has a growing customer base in North Asia, including Japan, Taiwan, Korea and China. Refer to Section 1.5 for a description of the present Elect business model.

A summary of the material terms of the Elect Agreement is set out in Section 1.14(a) below.

On 31 August 2015, the Company also entered into a Heads of Agreement to purchase all of the issued capital in Superion Property Pty Ltd (Superion) with Superion and the shareholders of Superion.

Superion was incorporated on 6 November 2013 and currently does not have any operating businesses.

Superion was established with the intention of commencing a hay processing business, firstly in Western Australia and then expanding to South Australia and New South Wales. Superion has identified in Western Australia a suitable property to establish a hay processing operation and has secured an option to lease over this land. A summary of the material terms of the Option for Lease is set out in Section 1.14(d).

Biron proposes to acquire Elect and Superion as a result of the directors of Biron considering a change of direction of Biron’s activities into the agriculture sector. After reviewing a number of opportunities in the sector, the Directors considered the established hay business of Elect along with the network and contacts of Superion in the sector could be a good business model, both in the type of product, size of business, the new management and their networks, and the right cost of acquisition to enter the sector. The acquisitions will also allow for graphical growth, and an opportunity to grow in different regions of Australia. Elect will continue a natural growth of the established hay business, and by using the Elect Vendors’ sales and marketing contacts and Elect’s operational experience, Superion will be able to build and acquire further hay processing plants and leverage off this to achieve growth in the Company. Neither the vendors of Elect nor Superion are associated or have being associated prior to this proposed transaction, however, as described further in Section 8, the Elect Vendors are associates of each other.

A summary of the material terms of the Superion Agreement is set out in Section 1.14(b) below.

The acquisition of Elect and Superion are referred to as the Acquisitions.

The Notice of Meeting sets out the Resolutions necessary to complete the Acquisitions and associated transactions.

1.3 Information on Elect

(a) Background

Elect was incorporated on 12 February 2004.

On 23 February 2015, Elect acquired 100% of the business of JC Tanloden (JCT). Elect acquired the plant and equipment, intangible assets and

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inventory of the business. Elect also entered into a lease of the land where the plant operates from. The lease has a six year term from 23 February 2015 and an option to renew the term for an additional four years.

(b)

Business outline

The Elect Business specialises in processing, packaging and transportation of hay products predominately for export into Asian markets. The Elect Business has an operating history of over 15 years in regional Victoria and Elect continues to operate its hay processing plant in Bendigo, regional Victoria. The Bendigo region is a central location to many of the hay growers and suppliers in the South-Eastern region of Australia with good road transport access to the Port of Melbourne.

Oaten hay constitutes the major proportion of hay products produced by Elect with the remainder being wheaten hay or wheaten straw. Oaten hay is mostly used as a feed source for dairy cattle for its boost in the increased milk production in cows. It is also used in cattle feedlots. This is a strong factor underlying the demand for oaten hay in China, and Asia where there is typically no access to this type of hay domestically. Elect acts as a niche supplier to a number of large Asian dairy farms, as the business is able to provide the flexibility that many larger suppliers cannot with regard to packaging, delivery and the quality and size of orders.

Elect has established relationships with a number of large hay importers throughout Asia. Accordingly, the Directors are of the view that the Elect Business is well positioned to capitalise on the growing demand for oaten hay from China and the Asian region.

The business also has several other large clients based in countries such as Japan and Taiwan. A number of the customers have been with the business for over ten years. The business has recently further expanded its business into Korea and China.

Elect produced 16,200 tonnes of hay in the 2014 financial year and 18,300 tonnes of hay in the 2015 financial year. The Bendigo plant has the capacity to produce approximately 60,000 tonnes of hay annually. Elect currently purchases most of its hay from approximately 30 local farmers, although there are over 200 farmers that can supply the business with hay for processing from the wider region. The storage facility onsite in Bendigo has the capacity of approximately 10,000 tonnes of hay. Excess hay is stored at the farmers’ sheds.

Elect has an established export license/registration which is a key barrier to many hay businesses exporting to Asia and China as there are rigorous requirements that must be satisfied before an export registration is granted.

Elect’s established export license/registration was renewed on 20 March 2015 to reflect the transfer of the JCT business to Elect. The export license/ registration is a key requirement to exporting hay (especially to China) as there are rigorous requirements that must be satisfied before an export license/registration is granted. The export license/registration will continue whilst Elect is compliant with all of the export regulations and rules, and the inspections and audits are successfully completed and passed, and all appropriate fees at the time are paid.

To export hay Elect is required to be listed as an “export registered establishment” by the Department of Agriculture, Fisheries and Forestry (DAFF), which then allows Elect to apply for import permits to the various countries that it intends to export hay to. To obtain a certificate of

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registration of an export registered establishment and be eligible to export hay, the Department of Agriculture Plant Exports (DAPE) will assess the business’s processing systems and facilities and advise the appropriated departments and organisations of the suitability of the business to export hay prior to the commencement of any hay exports

The Australian quarantine and inspection services department (AQIS) then provides inspection and export certification for the hay exported.

To export to China a further registration is required by the General Administration of Quality Supervision, Inspection and Quarantine (AQSIQ), a department in China, before the issue of a China import permit to allow a company to export hay into China. China’s import permit requires a more rigorous application process be followed which Elect has passed and received. All export certification issued for hay exported to China includes additional information in relation to the export registered establishment as a requirement of the approval by AQSIQ. Once Elect was recommended by the DAFF & DAPE for AQSIQ registration it received its registration for export of hay into China. Elect was subject to a stringent on-site inspection and audit by AQSIQ officials as part of the registration process.

To comply with and maintain the export license/registration and import permits, Elect is required to have an annual audit and inspection, and pay an annual fee. Elect may be subjected to an audit or inspection at the election of DAFF & AQSIQ at any time. The most recent audit and inspection was successfully completed in July 2015. DAFF, DAPE and AQSIQ publish extensive relevant information on the processes to registration, documentation required, conditions and their fees on their websites.

(c) Key management personnel

The key management and personnel of Elect are experienced in processing and exporting hay and conducting business in Asia.

The Managing Director of Elect, Mr Gavin Xing is an experienced Asian commodities trader, investment banker and financial manager who speaks fluent Chinese, and has worked with a number of the senior Asian Commodities banks in the past 15 years including Deutsche Bank AG Asia, HSBC Asia, ANZ Australia and Sumitomo Mitsui Banking Corp. Since the commencement of Elect and the purchase of the Elect Business, Mr Xing in his role of Managing Director has taken an active role in managing all parts of Elect and the Elect Business, and is the key management of Elect. Mr Xing is a proposed Director of Biron and an Elect Vendor. Refer to section 1.11 for further details of his background and experience.

Elect’s present Chief Administration Officer, Ms Kellie Anne Barker is an experienced administrator, and presently is responsible for the management of all the administration of Elect and the Elect Business, including human resources, daily management accounting, Export license/registration requirement, contracts management and day to day administration operational matters. Ms Barker has a Bachelor of Arts with honours and has completed training in connection with the export license/registration and processes to export hay. Ms Barker is also an Elect Vendor.

Elect’s Logistics and Marketing Manager, Yuko Ozeki has several years’ experience working with trading and exporting companies and most recently Sumitomo, managing logistics to Asia and marketing products in Asia. Ms Ozeki speaks Japanese, and is responsible for the sales and

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marketing of hay to Asia and specifically the Japanese market and the logistics of delivering hay into these markets.

Elect also employs local operational management staff to manage the day to day processing of hay in Bendigo. The team has well over 30 years’ combined working experience in the operations of a hay processing business, and have been employed by the business for several years.

1.4 Information on Superion

(a) Background and business outline

Superion was incorporated on 6 November 2013 and currently does not have any operating businesses. Superion was established with the intention of commencing a hay processing business, firstly in Western Australia and then expanding to South Australia and New South Wales. Superion has identified a suitable property to potentially lease and build a hay processing plant. Superion has put in place an option to lease this land near Geraldton, Western Australia with the intention of building a processing plant in 2016, subject to the successful completion of the Acquisitions, Capital Raising and the completion of a favourable feasibility study. The completion of the property lease is subject to a number of conditions, which include confirmation by the ASX that the Company is re-instated to trading on the ASX and its suspension lifted, before a formal lease agreement is entered into by the parties after the Company is re-instated to trading on the Official List.

Superion is also considering leasing farming land, contract farming, share farming or entering joint ventures for the growing of hay to provide some of the cut hay into the new production plant.

Superion previously held a real estate license in Victoria and is in the process of reapplying for a license in Victoria along with applying for licenses in Western Australia and New South Wales. It is planned that these licenses will allow better access to the purchase and leasing of farming land.

The director and management/vendors of Superion have experience in the agriculture industry and working in Asian markets, and have an extensive agriculture contacts base.

(b) Key management personnel

The sole director and 20% shareholder of Superion, Eric Jiang, is a proposed director of Biron, and is an experienced corporate consultant with strong ties to property management, agriculture and Asian business, refer to section 1.11 for details of his background and experience.

Mr Neal Shoobert is the financial manager for Superion and a 20% shareholder of Superion. Mr Shoobert has over 30 years of experience as a qualified accountant, and is an accomplished financial and management consultant providing extensive experience in financial farm management, corporate advisory and consulting to a number of agribusinesses and farmers in Western Australia and has also provided governance, CFO, and company secretarial services for several ASX listed companies.

Mr John Chegwidden has a business development role with Superion, and has been providing business opportunities to Superion to enter the export hay industry, and other potential agriculture opportunities though his networks and contacts in rural Western Australia, and in particular has been

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instrumental along with Mr Shoobert in discovering and negotiating the Option to Lease the farming land to potentially build a hay processing plant in Western Australia. Mr Chegwidden is a 20% shareholder of Superion.

Mr Chegwidden has come from a mining, agricultural and rural upbringing, with over 30 years’ experience as an accountant, including managing his own chartered accounting practice (10 years based in rural Western Australia), providing advice in business development, corporate, management, accounting and taxation, and consulting to primary production (Agriculture and Farming), manufacturing, mining, and earthmoving operations. Mr Chegwidden has a strong knowledge of the Agriculture/Primary production sector and the mining and resources sector in Australia, with key competencies in business development, marketing and financial management in relation to junior ASX listed companies. Mr Chegwidden has consulted to a number of listed companies as to their future opportunities, ensuring compliance, networking and business development, providing business opportunities and negotiated with capital financiers and funders for these companies. One of the companies included the Kangaroo Island Plantation Timbers Ltd (formerly RuralAus Limited). Mr Chegwidden has also recently worked in Vietnam and China where he has been exposed to the agriculture and manufacturing industries in those countries. He is presently a director of ASX listed Hazelwood Resources Limited and 3D Resources Limited, and has sat on several ASX listed and unlisted public company boards.

Mr Ben Callanan has a business development and corporate finance role with Superion. Mr Callanan has been instrumental in the negotiation of the pending acquisition of Superion by Biron. Mr Callanan (and associates) is a 20% shareholder of Superion. Mr Callanan through his associated company, JBA, also has a mandate with Biron for the Capital Raising to be undertaken, a summary of which is set out in Section 1.14(e).

Mr Callanan has over 20 years’ experience in investment banking and corporate finance and has provided financing and funding solutions to a number of private and public companies. Mr Callanan has been involved in public company administration and promotion. Mr Callanan also has a strong network of rural and farming contacts in rural NSW.

1.5 Strategy following completion of the Acquisitions

Following completion of the Acquisitions, completion of the Capital Raising and the re-instatement of the Company on the ASX, the Company intends to focus its business activities on the operation of the current business of Elect, and the growth and development of that business. The Company plans to change its name to Wingara Ag Ltd to reflect the new direction of the Company and its investment into the agriculture industry. In addition, the Company will look into the opportunities to grow the footprint of the business into Western Australia and potentially exercising the Option to Lease secured by Superion. The Directors of Biron consider that there is an opportunity worth taking advantage of to enter into the expanding Australian and Asian agriculture industry through the acquisition of Elect and Superion with their contacts, management and experience in agriculture.

The Capital Raising of between $3.5 million and $5 million will allow the Directors to implement the Company’s strategy to invest in the agriculture industry initially through the acquisition and expansion of the Elect export hay business.

The summary of present business model of Elect is as follows:

• The sales team of the Elect Business consults with the existing and potential customers to establish their estimated processed hay requirements for at

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least the coming year also in respect of potential pricing. If possible, the Elect Business will try to negotiate firm contacts with its customers during this time. This estimated production allows the processing management to calculate the estimated cut hay that will be required for this production and the timing needed to receive the cut hay.

The Elect Business then needs to source, secure and purchase the cut hay from the farmers before production commences. The Elect Business currently purchases most of its hay on contract and some spot from approximately 30 farmers, with presently a database of over 200 farmers that can supply the cut hay for processing. The farmers transport the cut hay to the Bendigo processing plant for testing (for example, testing for dampness, sugar, fibre and nutrients), grading and certification for quality and export requirements and then the cut hay is stored for processing. The cut hay is kept at the onsite storage facility which has the capacity to hold 10,000 tonnes of hay. The balance of the cut hay is stored on farm and is delivered to the Bendigo plant throughout the year as needed.

The cut hay is then processed through a cleaning and grading process before pressing into solid bales and fumigation before it is ready for transportation. The bales are cut and pressed to the sizes required by the customers. The processed hay is then tested again for export and customer requirements. The processed baled hay is then placed in containers for export.
The sales team finalises the sales contract and pricing of the processed hay with the customers. The logistics team then organises the export of the hay through the port of Melbourne to the Asian destination.

The earlier that the Elect Business can consult with the farmers and potentially negotiate forward purchase contracts for the cut hay, the more likely it will be that the farmers can plan their cropping programs and ensure more certain production of hay.

The Directors of Biron have identified significant opportunities to expand and grow the Elect Business to further capitalise on the increasing demand for oaten hay arising from the Asian markets and in particular China.

The Company plans to leverage off some of the competitive advantages that Elect has developed and established over the past 15 years including:

The type of hay (oaten hay) processed. Oaten hay is considered one of the best feed hays for dairy cattle as it increases milk production and also for feedlots as it increases fattening. This type of hay is mainly grown in Australia and is not grown successfully in Asian countries including China.
The customer base of Elect is established and growing, and is largely in the expanding markets of Asia and China. The existing customer base allows the Company to maintain and increase sales from these existing customers whilst establishing additional and new customers.
The export license/registration held by Elect allows hay to be exported into Asia and China. The lack of an appropriate license/registration is a key barrier to many hay businesses exporting to Asia as there are rigorous requirements that must be satisfied before an export license/registration is granted and to be maintained.
The reputation of Elect (and JCT) has being developed over the past 15 years. Elect acts as a niche and preferred supplier to a number of Asian dairy farmers and hay importers.

The Company plans to use the proceeds from the Capital Raising to provide working capital to upscale Elect’s hay business over the coming years. The significant cost of

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the upscale in the business is the increase in the purchase of cut hay required. Cut hay comes from the local farmers, who cut and bale the grown hay during the months of December to March each year and deliver to the hay processing plant over the following year. A considerable amount of the cut hay required has been already sourced from the local Victorian hay growing farmers for the 2016 production year based on Elect’s existing customers’ projected processed hay requirements for the 2016 year. The new funds available will allow Elect to purchase the extra cut oaten hay from the local farmers in the months from December 2015 to March 2016.

Elect and the Company are planning to target a further increase in the amount of processed hay sales in the 2017 financial year, which requires forward negotiation with the local farmers to ensure that there would be enough cut hay for this 2017 processing year, as hay crops are only grown once each year from April to December. The management of Elect have commenced negotiation with the farmers to contract the purchase of the required hay for the 2017 processing year.

The management and new sales and marketing department of Elect will be negotiating potential sales and marketing contracts to Asia for the future growth of the Company during the first half of the 2016 year.

Any increase of production in 2016 will not require any major increase in operational or personnel costs or upgrade of the present production operations of Elect.

To increase the targeted production for the 2017 production year would require extra management and personnel to operate the plant for the increased hours. On completion of the Acquisitions, new management and operation personnel will be sourced and engaged. Based on the planned increased production, maintenance on the current plant will also be required to increase to operate efficiently.

The Company and Elect have also identified the need to increase personnel for the sourcing, securing, purchase and logistics of the cut hay from the farmers, and the need for increasing the sales and marketing personnel along with administration to potentially increase sales contracts into Asia, and increased logistics management for these sales. The Company will look to appoint an Asian sales manager and develop a sales & marketing department to manage the sales and logistics into the growing Asian market and particular China.

The Company has identified that Elect has the management and experience in commodity sales into Asia, with the present Managing Director of Elect, Gavin Xing having a commodities trading background and fluency in Chinese which is expected to allow future growth in the sale of agriculture products into Asia and particular China. Biron will also look to develop a business development team to seek, and assess any potential agriculture opportunities that may present to the Company.

The Company will also complete a feasibility study on developing a hay processing business in Western Australia.

The Capital Raising will allow Elect and the Company to commit to and purchase the increase in the required cut hay, to increase the operations output to meet the future planned production and sales.

The Company will also look to increase the size of the established operation in Bendigo, Victoria through the addition of hay processing lines, and then expand into the other States, firstly into Western Australia where the Company already has good agriculture contacts. It is proposed that Superion will lease properties on which a further plant may be constructed. It is further proposed that Superion will lease properties in Western Australia to de-risk the Company from the hay supply risks (such as whether, disease and quality of hay) of operating from just one geographic location.

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Superion has identified the Geraldton and Midwest region of Western Australia as one of the most prospective areas in which to expand the business, as this region is conducive to good hay growing and is located in reasonable proximity to the Geraldton port facilities. The property that Superion has an option to lease to build a further plant is within 40km of the port of Geraldton, an established grain, and agriculture based port, with direct access to Asia. The Geraldton region is a large cereal crop/grain farming area, considered ideal for the increase in hay production. The Company will need to complete further feasibility studies before a final commitment to lease the land and build the processing plant.

The Company will look to a continual steady growth in the production of quality hay products for the Asian markets. This includes the addition of other hay products and grain feed products.

1.6 Re-compliance with Chapters 1 and 2 of the Listing Rules

ASX has advised the Company that, given that the Company is proposing to make a change in its activities from a fashion retail company to an agribusiness company, it has exercised its discretion to require the Company to re-comply with Chapters 1 and 2 of the ASX Listing Rules prior to the Company completing the Acquisitions.

For this purpose, the Company will be required to re-comply with the conditions to listing on ASX set out in Chapters 1 and 2 of the ASX Listing Rules in order to achieve Settlement and before it can be re-instated to trading on ASX following Settlement.

1.7 Capital Raising

For the purposes of the Company re-complying with Chapters 1 and 2 of the ASX Listing Rules, the Company intends to undertake a capital raising through the issue of 17,500,000 Shares (on a post-Consolidation basis) at $0.20 per Share to raise at least $3,500,000 and up to a maximum issue of 25,000,000 Shares (on a post-Consolidation basis) to raise $5,000,000 (Capital Raising). This Capital Raising is the subject of Resolution 12.

The Capital Raising will include a priority offer of a total of 2,500,000 Shares (on a post-Consolidation basis) to existing Shareholders holding a parcel of Shares with a value of less than $2,000 to top up their shareholding to a parcel with a value of $2,000 (Top Up Offer).

Funds raised under the Capital Raising are intended to be used in the manner set out in Section 1.12 below.

The Company expects to lodge a prospectus for the Capital Raising with ASIC before the date of the Annual General Meeting. The Capital Raising is intended to be completed in accordance with the timetable set out in Section 1.17 below.

1.8 Consolidation

As part of the process for completing the Acquisitions and being re-instated to trading on ASX, the Company is also proposing to undertake a consolidation of its existing Shares on issue on a 1 for 50 basis.

Unless stated otherwise, all references to the capital structure of the Company in this Explanatory Statement are on a post-Consolidation basis.

1.9 Company’s existing activities

As further set out in Section 1.1, in 2010 the Company was placed in administration, and following the DOCA being effectuated, the Company was returned to the then directors of the Company in September 2011. Following the retirement of the

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Administrator in 2011, the Company has remained suspended from trading on the ASX.

Biron raised $347,500 in funds during the 2011/12 year to allow the Company to operate, pay outstanding liabilities and carry out due diligence on potential transactions. The Directors considered a number of business proposals and opportunities from 2012, and on 5 May 2015, Biron executed the Elect Agreement to acquire Elect. The Company subsequently entered into the Superion Agreement to acquire Superion on 31August 2015.

In 2015, the Company raised $100,000 to pay outstanding liabilities, and a further $105,000 of loans were converted to Shares to settle outstanding creditors, directors’ fees and liabilities, and $12,500 of loans were converted to Shares to settle a corporate advisory mandate liability as per a Shareholder meeting held on 27 January 2015. Biron expects to raise up to $587,500 pursuant to the Converting Loan Agreements to fund the deposit for the acquisition of Elect, associated acquisition costs, contribution to re-listing costs and other ongoing costs associated with operating Biron.

1.10 Changes to the Board

Upon completion of the Acquisitions and before the Company is re-instated to trading on ASX, each of the Company’s existing Directors, Messrs Karafotias, Parthimos and Botica will resign as Directors of the Company and subject to the passing of Resolutions 15 to 17, each of Mr Gavin Xing, Eric Jiang and James Everist will be appointed as directors of the Company.

1.11 Profiles of Proposed Directors

Gavin Xing (Proposed Executive Chairman and Director)

Mr Xing graduated in 1995 from Royal Melbourne Institute of Technology with a Bachelor degree in Accounting and Economics, then completing in 1998 a Graduate Diploma in Applied Finance and Investment from Security Institute of Australia and in 1999 a Master degree in Applied Finance from Macquarie University. Mr Xing has over 17 years of experience in investment banking, commodities trading and financing fields with a strong infrastructure, natural resources and commodities background. He held a number of sales, origination and structuring positions within Global Market Division at Deutsche Bank AG Asia from 2007 to 2013. These positions included: Director — Principal Finance (Hong Kong office), Head of Commodities Structuring, China (Beijing office) and Head of Origination — Commodities, Asia (Singapore office). Prior to this he was a Director of Project/ Infrastructure Finance with HSBC Asia and Vice President of Structured Finance for Sumitomo Mitsui Banking Corporation from 2001 to 2007 in Hong Kong and Singapore. From 1996 to 2000, Mr Xing worked at the investment banking division at Deutsche Bank AG and ANZ in Melbourne, Australia with a focus on infrastructure investment and financing.

Mr Xing held the position of CEO and executive director of a publicly listed company in Hong Kong, Vision Fame International Holding Ltd with a market capitalisation of more than USD 400m from September 2014 to February 2015.

Mr Xing is presently the Managing Director of Elect, a position he has held since 10 July 2013. Mr Xing has not held any positions on ASX companies in the past 3 years. It is proposed that Mr Xing will become an executive director and the executive chairman of Biron. Mr Xing will control 10 million post-Consolidation Shares on relisting. Due to his executive role and number of Shares held the current Directors consider Mr Xing will become a non-independent director of the Company.

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James Everist (Proposed Non-Executive director)

Mr Everist graduated from Royalty Melbourne Institute of Technology in 1989 with a Bachelor Degree in Business transport majoring in accounting. Mr Everist has 30 years’ experience in resources and financial markets across corporate treasury, investment banking and private wealth management. He has held treasury positions with Aztec Mining, Normandy Mining and WMC Ltd and also held senior investment banking roles with Bell Commodities, Standard Chartered Bank (Mocatta) and Morgan Stanley Singapore specialising in precious and base metals. Mr Everist is Managing Director of his own consulting company and advises on forensic accounting, funds management, alternative investments and portfolio management for family offices, including six years (2009 – 2015) as Chief Investment Officer for Ottomin Investment Group. Mr Everist has not held any positions on any ASX companies in the past 3 years. Mr Everist will control an interest in 300,000 postConsolidation Shares on re-listing. The current Directors consider Mr Everist will become an independent director of the Company.

Eric Jiang (Proposed Non-Executive director)

Mr Jiang has a BComm degree and has over 10 years’ experience in the financial services sector as a corporate consultant and advisor, holding senior executive and non-executive positions on several ASX listed companies. Mr Jiang has held executive positions within several financial advisory firms and has built a substantial financial advice practice. Mr Jiang has a strong background in China and Asia business and has committee positions on a number of China/Australia associations such as the Guandong Australia Association. In addition, Mr Jiang has developed broad expertise as a corporate advisor to ASX listed companies and is a director of two ASX listed companies. Mr Jiang is presently an executive director on ASX-listed companies Perpetual Resources Limited and Connexion Media Limited, and was previously a non-executive director on Atech Holding Ltd. Mr Jiang has also been involved in the agricultural sector in Papua New Guinea, through the, growing, managing and trading of timber and plantation products. Mr Jiang will have an interest in 2,196,000 post-Consolidation Shares on re-listing. Mr Jiang is the sole director of Superion and is also a director and shareholder of Heyington Consulting Pty Ltd, a shareholder of Biron. The current Directors consider Mr Jiang will become a non-independent director of the Company.

1.12 Profiles of proposed key management personnel

Mr Shoobert is proposed to be the initial Company secretary and CFO. Refer to Section 1.4 for details of Mr Shoobert’s background and experience.

Ms Kellie Anne Barker is proposed to be the initial Chief Administration Officer who will be responsible for the management of all the administration, export license/registration requirements, contracts management and day to day administration operational matters. Refer to Section 1.3 (c) for details of Ms Barker’s background and experience.

Ms Yuko Ozeki is proposed to be the initial Logistics and Marketing Manager with responsibility for the sales and marketing into Japan, and the logistics management of the export hay to Asia. Refer to Section 1.3 (c) for details of Ms Ozeki’s background and experience.

Mr John Chegwidden is proposed to be a Business Development Consultant and initial manager of the proposed expansion into Western Australia. Refer to Section 1.4 for details of Mr Chegwidden’s background and experience.

It also is proposed to employ the local operational management staff of Elect to manage the day to day processing of hay in Bendigo. The team has well over 30

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years’ combined working experience in the operations of a hay processing business, and have being employed by the business for several years.

Further key management personnel required will be sought after the completion of the Acquisitions.

1.13 Use of funds

Following completion of the Acquisitions, the Company expects to use its cash funds as follows:

Funds available	Minimum Subscription ($3,500,000)	Percentage of Funds (%)	Maximum Subscription ($5,000,000)	Percentage of Funds (%)
Existing cash reserves of the Company1	$100,000	3%	$100,000	2%
Funds raised from the Capital Raising	$3,500,000	97%	$5,000,000	98%
Total	$3,600,000	100%	$5,100,000	100%
Allocation of funds	Total	Percentage of Funds (%)	Total	Percentage of Funds (%)
Capital Raising Fees	$280,000	7.8%	$400,000	7.8%
Expenses associated with the Acquisitions2	$300,000	8.3%	$305,000	6.0%
Repayment of liabilities of both Elect and Biron	$200,000	5.6%	$200,000	3.9%
Purchase of Cut Hay	$1,000,000	27.8%	$1,750,000	34.3%
Logistics & Freight	$250,000	6.9%	$250,000	4.9%
Administration	$500,000	13.9%	$500,000	9.8%
Sales & Marketing	$150,000	4.2%	$200,000	3.9%
Feasibility study WA Operation	$200,000	5.6%	$200,000	3.9%
Working capital3	$720,000	20.0%	$1,295,000	25.4%
TOTAL	$3,600,000	100%	$5,100,000	100%

Notes

These funds represent existing cash held by the Company at or around the date of this Notice of Meeting. The Company expects to incur costs within the ordinary course of its business which will diminish this amount prior to completion of the Acquisitions.
Refer to the table below for the itemised costs of the expenses associated with the Resolutions:

Estimated Costs of Acquisitions	Proposed minimum Capital Raising ($3,500,000)	Proposed maximum Capital Raising ($5,000,000)
ASX Fees	68,000	68,000
ASIC Fees	7,000	7,000
Legal, Accounting and Due Diligence Expenses	200,000	200,000
Shareholder Meeting / Share	5,000	10,000

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Registry Costs
Printing	10,000	10,000
Miscellaneous	10,000	10,000
TOTAL	$300,000	$305,000

Working capital includes the general costs associated with the management and operation of the business including administration expenses, salaries, directors’ fees, rent, feasibility expenses and other associated costs.

The above tables are statements of current intentions as of the date of this Notice of Meeting. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

1.14 Key Contracts

(a) Elect Agreement

On 15 May 2015, Biron announced that it had entered into a heads of agreement for the sale and purchase of shares in Elect Performance Group Pty Ltd trading as JC Tanloden dated 5 May 2015 between Biron, Elect and the Elect Vendors (Elect Agreement). The key terms of the Elect Agreement are as follows:

(i) Sale and purchase

Biron agreed to buy and the Elect Vendors agreed to sell 100% of Elect Shares for consideration of 20,000,000 Shares (on a postConsolidation basis) at a deemed issue price of $0.20 per Share.

(ii) Deposit

On 26 May 2015, Biron paid a refundable deposit of $200,000 to Elect in consideration for Elect procuring the Elect Vendors to agree to sell Elect to Biron.

(iii) Conditions Precedent

Settlement of the acquisition of Elect is conditional upon the satisfaction (or waiver, where possible) of the following conditions precedent:

(A) Biron being debt free other than current liabilities that are directly related to Biron’s business and are less than 90 days old and do not exceed $50,000 unless otherwise agreed by the parties;
(B) all approvals of Shareholders as required by ASX or under the Corporations Act necessary to complete the acquisition of Elect being obtained;
(C) receipt of conditional approval by ASX to reinstate the Shares to trading on ASX;
(D) completion of the initial re-structuring of Biron pursuant to the approvals obtained at the Company’s meetings held on 27 January 2015;

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(E) each warranty given by an Elect Vendor or by Biron in the Elect Agreement is, and remains, true and correct and not misleading or deceptive;
(F) receipt of all necessary or desirable approvals of any governmental authority or third party consents in connection with the acquisition of Elect;
(G) no material adverse effect having occurred under the Elect Agreement;
(H) no Elect Vendor having breached the Elect Agreement; and
(I) completion of the due diligence enquiries by the Elect Vendors.

The parties have agreed that the conditions precedent must be satisfied or waived by 31 December 2015 or such other agreed by the parties.

The Elect Agreement also contains a number of clauses and representations and warranties from both Biron and the Elect Vendors that are considered standard for an agreement of this type.

(b) Superion Agreement

On 31 August 2015, Biron entered into a heads of agreement for the sale and purchase of shares in Superion between Biron, Superion and the Superion Vendors (Superion Agreement). The key terms of the Superion Agreement are as follows:

(i) Sale and purchase

Biron agreed to purchase and the Superion Vendors agreed to sell 100% of Superion Shares for consideration of 10,000,000 Shares (on a post-Consolidation basis) at a deemed issue price of $0.20 per Share.

(ii) Conditions Precedent

Settlement of the acquisition of Superion is conditional upon the satisfaction (or waiver, where possible) of the conditions precedent including:

(A) all approvals of Shareholders as required by ASX or under the Corporations Act necessary to complete the acquisition of Superion being obtained;
(B) receipt of conditional approval by ASX to reinstate the Shares to trading on ASX;
(C) each warranty given by a Superion Vendor or by Biron in the Superion Agreement is, and remains, true and correct and not misleading or deceptive;
(D) receipt of all necessary or desirable approvals of any governmental authority or third party consents in connection with the acquisition of Superion;
(E) no material adverse effect having occurred under the Superion Agreement;
(F) no Superion Vendor having breached the Superion Agreement; and

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(G) completion of the due diligence enquiries by the Superion Vendors.

The parties have agreed that the conditions precedent must be satisfied or waived by 31 December 2015 or such other date agreed by the parties.

The Superion Agreement also contains a number of clauses and representations and warranties from both Biron and the Superion Vendors that are considered standard for an agreement of this type.

(c) Converting Loan Agreements

Since 14 May 2014, the Company has entered into converting loan agreements with a number of Converting Loan Lenders pursuant to which the Company has or will be loaned a total of $587,500 (Converting Loan Agreements).

The key terms of the Converting Loan Agreements are as follows:

(i) Conversion: all outstanding monies under the Converting Loan Agreements will, subject to Shareholder approval (if required), convert into the number of Shares determined by dividing the outstanding monies by:
(A) $0.10 in relation to the Converting Loan Agreement in respect of loans to the Company of $50,000; and
(B) $0.125 in relation to the Converting Loan Agreement in respect of loans to the Company of $537,500

based on a 50:1 Consolidation;

(ii) Repayment: the repayment date is the date that is 6 months from the date of the relevant Converting Loan Agreement (Loan Period);
(iii) Interest: no interest is payable during the Loan Period, however, penalty interest will accrue at a rate of 10% per annum from the end of the Loan Period until the date that the convertible loans are actually converted into Shares or repaid; and
(iv) Continuation: if the Loan is not converted into Shares by the end of the Loan Period, the loans will continue until they are converted into Shares or are repaid.

(d) Option to lease

On 18 October 2015, Superion entered into an option to lease land for the production of agricultural products with Coastal Dairy Supplies Pty Ltd and Midwest Reit Pty Ltd (Option to Lease).

The key terms of the Option to Lease are as follows:

(i) Option: Coastal Dairy Supplies Pty Ltd and Midwest Reit Pty Ltd (together, Landowners) have granted Superion an option to lease approximately 163 hectares of land in the Geraldton region of Western Australia (Land) for the purpose of the production of agreed agricultural products (Option) in consideration for Superion paying an option fee of $500 to the Landowners. The parties have

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agreed that, upon Superion exercising the Option, the parties will enter into a formal commercial lease agreement;

(ii) Exclusivity: the Landowners have agreed not to enter into any lease agreement with respect to the Land with any third party for 3 months from the date of the Option to Lease unless agreed to by Superion;
(iii) Conditions precedent: the Option cannot be exercised until the following conditions precedent are satisfied or waived:
(A) the Company is re-instated to trading on the Official List;
(B) Superion and the Landowners have agreed the form of a formal lease agreement in respect of the Land to be entered into by the parties following exercise of the Option;
(C) all necessary or desirable approvals of any governmental authority or third party consents have been received in connection with the Option to Lease;
(D) no party to the Option to Lease having breached that agreement; and
(E) Superion having completed its due diligence enquiries.
(iv) Formal Lease: the parties agree to use their reasonable commercial endeavours to ensure that a formal lease in respect of the Land is negotiated within one month after the Company is reinstated to trading on the Official List and prior to the Option being exercised by Superion. Superion agrees to, as soon as practicable after the Company is re-instated to trading on the Official List, complete a suitable business plan and feasibility study for the hay production business proposed for the Land and outline to the Landowners the production plant operation, design, capacity, environment requirements and the land usage requirements. The period of the lease and the amount of lease payable will be determined on the completion of the business plan and feasibility study prior to the formal lease being executed, and will be commercial and determined at arm’s length. The Land is approximately 400 acres in size.

(e) Mandate

The Company proposes to enter into a capital raising mandate with JB Advisory Pty Ltd (Mandate) pursuant to which the Company will appoint JB Advisory Pty Ltd (JBA) to act as its lead manager in connection with its immediate requirements and implementation of its strategic initiatives. The key terms of the Mandate are as follows:

(i) Scope: JBA will be engaged to undertake services including:
(A) assisting the Company in raising capital sufficient to complete the Acquisitions;
(B) managing the book build process in conjunction with the proposed re-instatement of the Company to the ASX;
(C) assisting in the preparation and review of the Prospectus; and

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(D) assisting in evaluation the Company’s strategic options and initiatives;
(ii) Term: JBA’s engagement will be for a period of 12 months from the date of the Mandate. The Company or JBA may terminate the Mandate at any time without cause by written notice. However, JBA will continue to be entitled to the fees and expenses payable to it prior to termination;
(iii) Fee: as consideration for JBA’s provision of services, the Company will pay JBA (or its associates) a fundraising fee of 8% plus GST of the total funds raised. In addition, the Company will pay all reasonable expenses incurred by JBA to complete the services under the Mandate; and
(iv) Indemnity: the Company will reimburse JBA or any of its directors, officers, partners, agents or employees or other affiliates (Indemnified Persons) against any losses relating to statements or omissions made or information provided by the Company or its agents or which relate to the engagement set out in the Mandate (except for losses which primarily result from the bad faith or gross negligence of an Indemnified Person).

JBA is also a Superion Vendor, and will therefore be issued 2,000,000 Shares (on a post-Consolidation basis) on settlement of the Superion Agreement.

1.15 Effect on Capital Structure

On the basis that settlement of the Acquisitions occurs on the terms described in this Notice and the maximum number of Shares issued under the Capital Raising are issued, the Company’s capital structure upon its re-instatement to trading on ASX will be as follows:

	Shares
Current (pre-Consolidation)	413,294,170
Post -Consolidation	8,265,883
Converting Loan Agreement Shares	4,800,000
Elect Vendor Shares	20,000,000
Superion Vendor Shares	10,000,000
Capital Raising (Maximum)	25,000,000
TOTAL	68,065,883

1.16 Pro Forma Statement of Financial Position

The pro forma balance sheet of the Company set out below assumes that all Essential Resolutions have been passed, the Consolidation is completed and Settlement has occurred. The historical and pro-forma information is presented in an abbreviated form, insofar as it does not include all of the disclosure required by the Australian Accounting Standards applicable to annual financial statements.

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Historical and Pro-forma Financial Information of the Consolidated Entity Consolidated statements of financial position as at 30 June 2015

PROFORM BALANCE SHEET		Biron Apparel Limited Audited 30.06.15	Biron Apparel Limited Audited 30.06.15	Biron Apparel Limited Audited 30.06.15	Consolidation 30.06.15	Post Proposed Transaction and Placement	Post Proposed Transaction and Placement	Post Proposed Transaction and Placement
30 June 2015	Note	Pre Proposed Transaction			Proposed Transaction	Minimum $3.5m	Maximum $5m
			$		$	$		$
Current Assets
Cash and cash
equivalents	3			51,687	719,974	3,739,974		5,114,974
Trade and other
receivables				-	254,755	254,755		254,755
Other current
assets				211,730	262,728	262,728		262,728
Inventory				-	1,225,072	1,225,072		1,225,072
Total current assets				211,730	2,462,529	5,482,529		6,857,529
Non-Current Assets
Deferred tax asset				-	3,235	3,235		3,235
Plant & equipment				-	1,955,235	1,955,235		1,955,235
Intangibles assets				-	1,816,075	1,816,075		1,816,075
Total non-current
assets				-	3,774,545	3,774,545		3,774,545
Total Assets				263,417	6,237,074	9,257,074		10,632,074
Current Liabilities
Trade and other
payables	2e)			34,193	913,791	713,791		713,791
Borrowings	2d)			358,500	4,624,883	4,037,383		4,037,383
Revenue received
in advance				-	57,254	57,254		57,254
Provisions for
employee benefits				-	31,866	31,866		31,866
Current income
tax payable				-	186,021	186,021		186,021
Total current
liabilities				392,693	5,813,815	5,026,315		5,026,315
Non-Current
Liabilities
Borrowings				-	426,525	426,525		426,525
Total non-current
liabilities				-	426,525	426,525		426,525
Total Liabilities				392,693	6,240,340	5,452,840		5,425,840
Net Assets			(129,276)		(3,266)	3,804,234		5,179,234
Shareholders’
Equity
Issued capital	4		26,396,500		3,653,179	8,113,179		9,613,179
Retained earnings	5	(26,525,776)			(3,656,445)	(4,308,945)		(4,433,945)
Total Equity			(129,276)		(3,266)	3,804,234		5,179,234

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These statements should be read in conjunction with the accompanying notes.

Notes to the Financial Information

Note 1. Basis of preparation

The financial information included relates to the historical information of Biron and consolidated pro-forma financial information incorporating Biron and its proposed acquirees, consisting of Elect and Superion (together, the Consolidated Entity).

Accounting for purchases of non-trading entities and reverse acquisitions

The pro-forma transactions contemplate the acquisition through the issue of 20,000,000 post-Consolidation Shares to the Elect Vendors. This transaction is to be a reverse acquisition in accordance with Australian Accounting Standards and Elect was deemed to be the acquirer for accounting purposes for the following reasons:

its shareholding of 20,000,000 post-Consolidation Shares will be greater than that of the shareholders of Biron, which at post-Consolidation is expected to be 8,265,883; and
through its shareholding and expected representation at senior management and at board level, it will have sufficient power to control and direct the relevant activities of the Consolidated Entity. As a consequence of this, Biron will become the accounting acquiree for accounting purposes and the financial information represented in the proforma consolidated statements of financial position will reflect equity balances that are carried forward from the accounting acquirer, being Elect.

Furthermore, the directors have identified that both Biron and Superion do not have the necessary inputs, processes and outputs to satisfy the accounting definition of a business, and as a consequence, both the reverse acquisition of Biron and the acquisition of Superion are treated as share-based payments in the pro-forma statement of financial position.

Note 2. Assumptions Applied in Preparing the pro-forma Financial Information

The pro-forma financial information has been included for illustrative purposes to reflect the position of both transacting entities on the assumption that the following transactions had occurred as at 30 June 2015:

Pro-forma transactions

(a) The Company at its annual general meeting approved the 50:1 consolidation of its Shares and authorised the transactions with Elect and Superion. The effect of the Acquisitions is that share capital has been transferred to accumulated losses to represent the value of share capital, at 20 cents per (post-consolidation) share attributable to Biron shareholders.
(b) Biron will allot and issue a minimum of 17,500,000 post-Consolidation Shares to raise $3,500,000 at 20 cents per Share up to a maximum of 25,000,000 Shares to raise $5,000,000. Costs of the issue of Shares will be $280,000 for a minimum raising, and $400,000 for a maximum raising.
(c) Biron will issue 20,000,000 post-Consolidation Shares for the reverse acquisition of Elect (at 20 cents per Share $4,000,000) and a further 10,000,000 post-Consolidation Shares to Superion (at 20 cents per Share $2,000,000).
(d) A repayment of third party liabilities of both Elect and Biron totalling $200,000.

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(e) Post 30 June 2015, Biron issued a further $255,000 convertible loans pursuant to the Converting Loan Agreements (refer to Section 1.14 (c), so that the total of its Converting Loan Agreements payable balance is $587,500. The Converting Loan Agreements are convertible to Shares on a 1:1 basis upon re-quotation on the ASX. Converting Loan Agreements in respect of $537,500 have a face value conversion feature of $0.125 per Share and a further $50,000 were convertible at $0.10 per Share. These Converting Loan Agreements will be converted into 4,800,000 Shares, which at a value of 20 cents per Share equals an issue of equity of $960,000.
(f) The total of $4,624,883 in consolidated current borrowings at 30 June 2015 has reduced to approximately $3,700,000 current borrowings at 30 September 2015 and will continue to reduce until the time of acquisition/Settlement from the cashflows of Elect. Biron is taking over the current borrowings at Settlement and will refinance these borrowings into a mix of current and non-current borrowings using the cash and assets held by Elect at the date of Settlement along with $200,000 raised from the Capital Raising to reduce trade payables.

The $4,624,883 current borrowings at 30 June 2015 is made up of the borrowings:

$587,500 Converting Loan Agreements to be converted to postConsolidation Shares. Refer to Section 1.14(c)
$1,545,000 revolving commercial bill facility, subject to annual review. The bill is to be drawn to on a 3, 6, 9 and 12 month intervals. The variable rate of is 7.22%.
$252,152 asset finance loan is repayable over 3 years at 5.12% interest terms.

The revolving commercial bill facility and asset finance loans are secured through a fixed and floating charge over the assets of the Consolidated Entity.

$1,218,720 Vendor financing agreement. This amount matures within 12 months and has 5% interest bearing terms. The vendor loans are guaranteed under a personal guarantee by the directors of Elect. This loan will be paid out prior to Settlement from current cash flow of Elect.
$995,511 Shareholder loan is owed to the shareholders of the Company, being its Directors and is non-interest bearing and repayable at call, to be paid from the cashflow of Elect prior to Settlement.
$26,000 Trade Creditor of Biron to be settled post-Settlement, from the repayment of liabilities.

The total of $4,037,383 current borrowings post-Settlement and placement is less the conversion of the Converting Loan Agreements of $587,500.

Note 3. Cash and cash equivalents

	Consolidated	Minimum	Maximum
	$	$	$
Cash and cash equivalents	51,687	51,687	51,687
Proceeds from Converting Loan		255,000	255,000
	255,000
Agreements post 30 June 2015

Capital raising	-	3,500,000	5,000,000
Brokerage and costs	-	(280,000)	(400,000)
Additional cost of Acquisitions			(5,000)
Acquisitions of Elect and Superion, net		413,287	413,287
	413,287
of costs

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Repayment of liabilities	-	(200,000)	(200,000)
	719,974	3,739,974	5,114 ,974

Note 4. Issued capital

	Minimum	Maximum
	$	$
As at 30 June 2015 – Biron Limited	26,396,500	26,396,500
Share consolidation	(24,743,323)	(24,743,323)
Conversion of Converting Loan	960,000	960,000
Agreements (4,800,000 Shares at a fair
value of 20c per Share)
Issue of shares under the Prospectus	3,500,000	5,000,000
Purchase of Elect	2	2
Purchase of Superion	2,000,000	2,000,000
	8,113,179	9,613,179

1.17 Indicative timetable

An indicative timetable for Settlement and associated transactions is set out below:

Event	Date
Lodgement of Prospectus with the ASIC and ASX and proposed opening date of the Capital Raising	6 November 2015
Annual General Meeting held to approve the Acquisitions	23 November 2015
Closing Date of the Capital Raising	4 December 2015
Completion of the Acquisitions	11 December 2015
Re-compliance with Chapters 1 and 2 of the ASX Listing Rules	16 December 2015
Re-quotation of Shares (including Shares issued under the Capital Raising) on ASX	22 December 2015

Please note this timetable is indicative only and the Directors reserve the right to amend the timetable as required.

1.18 Advantages of the proposals in the Resolutions

The Directors are of the view that the following non-exhaustive list of advantages may be relevant to a Shareholder’s decision on how to vote on the Resolutions:

(a) the Acquisitions represents an attractive investment opportunity for the Company to change its business focus from fashion retail to that of agribusiness and to be re-instated to trading on ASX;
(b) with supply demand disequilibrium for hay, the acquisition of Elect will expose the Company to a market which has potential to have continual growth;

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(c) the Elect Business is generating cashflow from operations and can contribute to the Company’s cash requirements;
(d) the Acquisitions will provide the Company with the opportunity to increase the value of the Company; and
(e) the Company may be able to raise funds at a higher price by way of share equity as a result of the Acquisitions in the future.

1.19 Disadvantages of the proposals in the Resolutions

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

(a) the Company will be changing the nature and scale of its activities to primarily be an agricultural based company, which may not be consistent with the objectives of all Shareholders; and
(b) there are additional risk factors associated with the change in nature of the Company’s activities resulting from the Acquisitions. Some of the key risks are summarised in Section 1.19 below;
(c) the Acquisitions will result in the Capital Raising, the issue of Shares to the Elect Vendors and the Superion Vendors, and the conversion of the Converting Loan Agreements into Shares which will have a dilutionary effect on the holdings of Shareholders; and
(d) future outlays of funds from the Company may be required for the operations of Elect and Superion.

1.20 Risk factors

Shareholders should be aware that if the Acquisitions are approved and completed, the Company will be changing the nature and scale of its activities and will be subject to additional or increased risks arising from Elect or Superion, parties contracted or associated with Elect or Superion and the Elect Agreement or Superion Agreement. The risks and uncertainties described below are not intended to be exhaustive. There may be additional risks and uncertainties that the Company is unaware of or that the Company currently considers to be immaterial, which may affect the Company. Based on the information available, a non-exhaustive list of risk factors for the Company associated with the Company’s proposal to acquire all Elect Shares and all Superion Shares is set out below.

(a) Risks relating to the Change in Nature and Scale of Activities

(i) Re-Quotation of Shares on ASX

The acquisition of Elect constitutes a significant change in the nature and scale of the Company’s activities and the Company needs to re-comply with Chapters 1 and 2 of the ASX Listing Rules as if it were seeking admission to the official list of ASX.

There is a risk that the Company may not be able to meet the requirements of the ASX for re-quotation of its Shares on the ASX. Should this occur, the Shares will not be able to be traded on the ASX until such time as those requirements can be met, if at all. Shareholders may be prevented from trading their Shares should the Company be suspended until such time as it does re-comply with the ASX Listing Rules.

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(ii) Dilution Risk

The Company currently has 413,294,170 Shares on issue that will be reduced to 8,265,883 on Consolidation. At Settlement, and after Consolidation the Company proposes to issue:

(A) 20,000,000 Shares to the Elect Vendors;
(B) 10,000,000 Shares to the Superion Vendors;
(C) 4,800,000 Shares to Converting Loan Lenders; and
(D) Shares to raise at least $3,500,000 and up to $5,000,000 as part of the Capital Raising.

On issue of the Shares to the Elect Vendors and the Superion Vendors, the maximum subscription of Shares under the Capital Raising of $5,000,000 at an issue price of $0.20 per Share and Shares on conversion of all Converting Loan Agreements:

(A) the existing Shareholders will retain approximately 12% of the Company’s issued Share capital;
(B) the Vendors (and Converting Loan Lenders) will hold approximately 51% of the Company’s issued Share capital; and
(C) the investors under the Capital Raising will hold approximately 37% of the Company’s issued Share capital.

There is also a risk that the interests of Shareholders will be further diluted as a result of future capital raisings required in order to fund the development of the Businesses.

(iii)

Liquidity Risk

On Settlement, the Company proposes to issue the Shares to the Elect Vendors, the Superion Vendors and to the Converting Loan Lenders. The Directors understand that ASX may treat these securities as restricted securities in accordance with Chapter 9 of the ASX Listing Rules. However, submissions may be made to the ASX to apply for cash formula relief in respect of these Shares.

Based on the post-Capital Raising capital structure (assuming no further Shares are issued), the Shares to be issued to the Elect Vendors, Superion Vendors and Converting Loan Lenders will equate to approximately 51% of the issued Share capital on an undiluted basis (assuming maximum subscription under the Capital Raising). This could be considered an increased liquidity risk as a large portion of issued capital may not be able to be traded freely for a period of time.

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(iv) Contractual Risk

Pursuant to the Elect Agreement and the Superion Agreement, Settlement is subject to the fulfilment of certain conditions precedent.

The ability of the Company to achieve its stated objectives will depend on the performance by the parties of their obligations under the Elect Agreement and the Superion Agreement. If any party defaults in the performance of their obligations, it may be necessary for the Company to approach a court to seek a legal remedy, which can be costly.

(b) Agricultural & Production Risks

(i) Fire

Like many agricultural projects, there is a risk of fire over the dry months, although Elect and Superion have not experienced any significantly damaging wildfires.

(ii) Climate

Climate will have some effect on the amount of hay available for purchase locally, if there is adverse weather then the Company may need to pay more per tonne of hay to purchase the cut hay. This may restrict the amount of production.

Other climate related risks include drought, frost, hailstorm, flooding and long term climate change. The occurrence of such events has the potential to be detrimental to the survival of the hay crops and may affect the amount of production and the success of the Businesses.

(iii) Other Physical Risks

Other local hay producers may aggressively buy local cut hay which will reduce the availability of hay and reduce the production of hay from Elect, and it also may increase the price of the cut hay.

The hay processing plant may have physical production issues such as mechanical breakdowns that may affect performance of the production of hay.

The Company is reliant on logistics and if there is an adverse effect in logistics such as strikes, government intervention etc this may affect production and delivery.

Elect and Superion manage these risks through good production practices relating to the operation of the plant, including continual maintenance. The Company has several reliable logistic firms that it engages with to mitigate some of the logistic risk. The Company also has built a strong reputation with the local farms to reduce the risk of competitive buying.

(c) Risks in respect of Elect and Superion’s current operations

There are also a number of specific risks associated with Elect and Superion and their Businesses which each of Elect and Superion have sought to

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mitigate but which may nevertheless adversely affect the Businesses. Many of the risks discussed are common to the agribusiness sector and Elect and Superion is already exposed to them. However, some of them will be new or greater in potential impact than currently exist in Elect and Superion. These risks include, but are not limited to the following:

(i) Limited operating history

Elect acquired the JC Tanloden Business in February 2015 so therefore has limited operating history as a company. The Elect Business has being operating for over 15 years and most of the experience staff have remained with the business. Elect’s limited operating history may not provide a meaningful basis for investors to evaluate the business, financial performance and prospects of the Company post-Acquisitions. Accordingly, investors should not rely on financial performance information for any prior periods as an indication of future performance. Investors should consider Elect’s business and prospects in light of the risks, uncertainties, expenses and challenges that the business may face as an earlystage business. Going forward, the Company may not be successful in addressing the risks and uncertainties that may arise and which may materially and adversely affect Elect’s business prospects.

Elect’s ability to achieve its objectives depends on the ability of Elect’s nominee directors and officers to implement the proposed business plans and to respond in a timely and appropriate manner to any unforeseen circumstances.

(ii) Employee/Staff Risk

There is a risk that, where there is a turnover of staff who have knowledge of Businesses processes, that knowledge will be lost in the event that those staff resign or retire. This involves the risk that those staff will have information in respect of Elect’s intellectual property which has a commercial value to Elect and Superion as well as an opportunity cost for replacement of those staff and subsequent training.

This risk is mitigated as Elect and Superion have historically had low levels of staff turnover and employs mostly local employees. The hay production operation does not have a lot of skilled labour requirements. The hay business does not have a high degree of intellectual knowledge that would be lost if any employee resigned or retired.

(iii) Reliance on major Customers

The Elect Business has operated over 15 years and has an established and consistent customer list for the purchases of its processed hay. A small number of customers makes up the top 10% of the customers. This is a risk to the sales of the business if anyone or a number of these top customers ceases to buy the process hay or significantly reduces that amount of process hay that they purchase. To mitigate this risk, Elect has continued to increase the customer base in Asia to reduce the effects of the loss of sales from any existing customers.

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(iv) Competition

The hay business is considered a niche agriculture business, and the size of the market can be effected by over supply or the entrance of too many new producers of oaten hay, or a large competitor. The export license/registration and the difficulty in obtaining and maintaining the license/registration at present creates a barrier to easy entry into the market. There is a risk that the government relaxes the conditions to obtaining the export license/registration.

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Supply of cut hay

Hay processing is reliant on the purchase and continual supply of quality cut hay at a competitive price. There is a risk that there is not enough supply of cut hay from the farmers required to produce the processed hay needed to meet the sales targets and existing contracts of Elect. The cut hay may become difficult to obtain due to a number of factors such as a reduction of hay grown locally because of weather, pests, other agriculture risks, change of type of crops grown, sale of cut hay to competitors, price, disputes with farmers, a reduced quality of hay grown. To mitigate the risks, Elect has engaged closely with the local farmers and works with the farmers to manage the amount and quality of hay to grown each year. Elect continues to broaden its supply base so not to be too reliant on any one supplier. The Company is looking to establish hay producing plant in other states to help mitigate the supply risk. The Company is also looking at becoming more involved in the production of the cut hay through leasing and growing hay, joint farming arrangement and share farming.

(vi)

Lease of Property Bendigo

The Elect Business presently has signed a long term lease with the landowners in Bendigo to operate the hay processing business. The initial lease is for 6 years with an extension of 4 years. At the end of the period, if the landowners decide to not renew the lease the business will be required to move to a new property that would possibly be an extra expense. As the lease is for a reasonable period the risk is mitigated, along with the business considering other possible processing sites. If the Elect Business is unable to meet all of its lease obligations and liabilities this may be threat to the continuation of the business.

(vii)

Export License/Registration

The export license/registration is considered to be an important advantage to the business. The Elect Business has an established export license/registration which is a key barrier to many hay businesses exporting to Asia as there are rigorous requirements that must be satisfied before an export license/registration is granted, and the continual audits and process to maintain the licenses/registration are difficult. If Elect was to lose this export license/registration (for example as a result of government changes, breaches of conditions or the failure at audit level) or it became much easier to obtain the license/registration due to government changes, this would severely affect the viability of the Elect Business. The Elect Business will continue to strengthen it administration and processes and procedure to mitigate the risk of a breach of conditions.

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(d) General Risks Relating to the Company

(i) Reliance on Key Management

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and directors. There can be no assurance that there will be no detrimental impact on the performance of the Company or its growth potential if one or more of these employees cease their employment and suitable replacements are not identified and engaged in a timely manner.

(ii) Risk of High Volume of Share Sales

If Settlement occurs, the Company will have issued a significant number of new Shares to various parties. Some of the Elect Vendors or Superion Vendors and others that receive Shares as a result of the Acquisitions or the Capital Raising may not intend to continue to hold those Shares and may wish to sell them on ASX (subject to any applicable escrow period). There is a risk that an increase in the amount of people wanting to sell Shares may adversely impact on the market price of the Shares.

There can be no assurance that there will be, or continue to be, an active market for Shares or that the price of Shares will increase. As a result, Shareholders may, upon selling their Shares, receive a market price for their securities that is less than the price of Shares offered pursuant to the Capital Raising.

(iii)

Trading Price of Shares

The Company’s operating results, economic and financial prospects and other factors will affect the trading price of the Shares. In addition, the price of Shares is subject to varied and often unpredictable influences on the market for equities, including, but not limited to general economic conditions including the performance of the Australian dollar on world markets, inflation rates, foreign exchange rates and interest rates, variations in the general market for listed stocks in general, changes to government policy, legislation or regulation, industrial disputes, general operational and business risks and hedging or arbitrage trading activity that may develop involving the Shares.

In particular, the share prices for many companies have been and may in the future be highly volatile, which in many cases may reflect a diverse range of non-company specific influences such as global hostilities and tensions relating to certain unstable regions of the world, acts of terrorism and the general state of the global economy. No assurances can be made that the Company’s market performance will not be adversely affected by any such market fluctuations or factors.

(iv) Additional Requirements for Capital

The capital requirements of the Company depend on numerous factors. Depending on the ability of the Company to generate income from its operations, the Company may require further financing in addition to amounts raised under the Capital Raising. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and

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operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations.

(v)

Litigation Risks

The Company is exposed to possible litigation risks including intellectual property claims, contractual disputes, occupational health and safety claims and employee claims. Further, the Company may be involved in disputes with other parties in the future which may result in litigation. Any such claim or dispute if proven, may impact adversely on the Company’s operations, financial performance and financial position.

(vi)

Economic Risks

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

Further, share market conditions may affect the value of the Company’s securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

(A) general economic outlook;
(B) interest rates and inflation rates;
(C) currency fluctuations;
(D) changes in investor sentiment toward particular market sectors;
(E) the demand for, and supply of, capital; and
(F) terrorism or other hostilities.

(vii) Force Majeure

The Company, now or in the future may be adversely affected by risks outside the control of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, extreme weather conditions, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.

(viii) Acquisitions

As part of its business strategy, the Company may make acquisitions of, or significant investments in, companies, products, or businesses that are complementary to the Businesses. Any such future transactions are accompanied by the risks commonly encountered in making acquisitions of companies, products and technologies, such as integrating cultures and systems of operation, relocation of operations, short term strain on working capital requirements, achieving the sales and margins anticipated and retaining key staff and customer and supplier relationships.

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(e) Investment Speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above may, in the future, materially affect the financial performance of the Company and the value of the Company’s securities.

1.21 Plans for the Company if the Resolutions are not passed

If the Resolutions are not passed and the Agreement is not completed, the Company will continue to look for potential business acquisitions to take the Company forward. The Company also notes ASX’s previous announcement that companies that have been suspended for more than 3 years as at 31 December 2015 will be de-listed from ASX. If the Acquisitions are not completed, then the Company has reason to expect that ASX may consider de-listing the Company in accordance with that policy.

1.22 Directors’ interests in the Agreement

None of the Company’s existing Directors have any interest in the proposed Acquisitions, other than as disclosed in this Notice.

1.23 Vendors

None of the Elect Vendors or Superion Vendors or their associates are related parties of the Company (other than by virtue of becoming Directors upon Settlement of the Acquisitions) and they have no existing interest in the Shares, other than Eric Jiang, who is a director and shareholder of Heyington Consulting Pty Ltd, an entity that will hold 196,000 Shares on a post-Consolidation basis.

1.24 Conditionality of Resolutions

Each of the Resolutions in this Notice of Meeting (other than Resolutions 1 to 7 is conditional upon the approval by Shareholders of each of the Essential Resolutions. Should any of the Essential Resolutions not be approved, the Company will not proceed with the Acquisitions. The Company would then immediately request that ASX remove the suspension order and allow the Company to resume trading on the ASX in its current form.

1.25 Directors’ recommendation

Each Director recommends that Shareholders vote in favour of each of the Resolutions (including the Essential Resolutions) other than any Resolution which that Director has a material personal interest in and therefore gives no recommendation on. The Directors consider the Acquisitions to be beneficial to Shareholders because of the advantages set out in Section 1.18.

2. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2015 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so.

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3. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

3.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

3.2 Voting consequences

Under changes to the Corporations Act which came into effect on 1 July 2011, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for reelection at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

3.3 Previous voting results

At the Company’s previous general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

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3.4 Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the following:

Proxy	Directions given	No directions given
Key Management Personnel1	Vote as directed	Unable to vote3
Chair2	Vote as directed	Able to vote at discretion of Proxy4
Other	Vote as directed	Able to vote at discretion of Proxy

Notes:

1 Refers to Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member.

2 Refers to the Chair (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report), or a Closely Related Party of such a member).

3 Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

4 The Proxy Form notes it is the Chair’s intention to vote all undirected proxies in favour of all Resolutions.

4. RESOLUTIONS 2 TO 4 – ELECTION OF DIRECTORS

Clause 14.4 of the Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to clause 14.4 of the Constitution and ASX Listing Rule 14.4, any Director so appointed holds office only until the next following annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Each of George Karafotias, Peter Parthimos and Christopher Botica, having been appointed as causal vacancies will retire in accordance with clause 14.4 of the Constitution and ASX Listing Rule 14.4 and being eligible, seek election from Shareholders.

As set out in Section 1.10, subject to the passing of all Essential Resolutions, on Settlement, each of Messers Karafotias, Parthimos and Botica will resign and Messers Xing, Jiang and Everist will be appointed as directors of the Company.

George Karafotias, Non-Executive Director

Mr Karafotias is an accountant, holding a Bachelor of Commerce from the University of Adelaide. He has many years of experience as a business proprietor and has served as a director on the board of two other ASX-listed companies. In addition to his service as a director, Mr Karafotias also provides company secretarial services to another ASX-listed company. He also provides corporate advisory services to listed and unlisted companies, focusing on restructuring and refinancing. Mr Karafotias is currently serving on the board of Perpetual Resources Limited (Since 29 November 2011), and was a director of ATECH Ltd between February 2011 and August 2014 and Connexion Media Limited between March 2011 and August 2014.

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Peter Parthimos, Non-Executive Director

Mr Parthimos is a chartered accountant, with over 20 years’ experience in providing accounting and corporate advice for ASX listed companies. Mr Parthimos has his own chartered accounting practise. Mr Parthimos has being an accountant for a number of ASX companies. Mr Parthimos is presently a director on Mi Media Ltd a subsidiary of Connexion Media Ltd. Mr Parthimos has not held any other ASX Company positions in the past 3 years.

Christopher (Chris) Botica, Non-Executive Director

Mr Botica has over 30 years’ professional experience encompassing project and construction management on major multi-disciplinary projects. He held the position of General Manager of Kinhill's Western Australian operations for five years and during that time was a member of the Executive Committee of the Kinhill Group, at the time Australia's largest engineering consulting organisation (since taken over by KBR). Chris was also State Manager of PPK's consulting practice in Perth for 2 years. Since 1999, Mr Botica has operated his own business, Botica and Associates Pty Ltd, providing specialist consulting services in civil engineering, infrastructure design solutions, project management, commercial development and contract management, primarily to large commercial enterprises, medium and heavy industry, regional and statutory water authorities, the WA Department of Water and the WA Water Corporation. Mr Botica has not held any other ASX Company positions in the past 3 years.

5. RESOLUTION 5 TO 7 – ISSUE OF SHARES TO RELATED PARTIES (OR THEIR NOMINEE(S))

5.1 Background to Resolutions 5 to 7

On 27 January 2015, the Company held a general meeting at which Shareholder approval in accordance with ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act was obtained for the issue of:

(a) 9,800,000 Shares to George Karafotias (or his nominee(s)), a Director and a DOCA creditor, in consideration for funds provided by Mr Karafotias towards payments made under the DOCA. These Shares were re-issued following their cancellation (due to these Shares being previously issued without Shareholder approval) pursuant to the Shareholder approvals obtained at the Company’s general meeting of 27 January 2015;
(b) 3,000,000 Shares to Christopher Botica (or his nominee(s)), a Director in satisfaction of director fees owing to Mr Botica; and
(c) 3,000,000 Shares Peter Angelakos (or his nominee(s)), a then director of the Company, in satisfaction of director fees owing to Mr Angelakos.

The terms and conditions upon which the approvals were obtained are set out in the notice of meeting for the General Meeting held on 27 January 2015.

Each of Messers Karafotias, Botica and Angelakos are herein referred to as Related Parties and the Shares issued to them are referred to as the Related Party Shares.

Following receipt of the relevant Shareholder approvals, the Related Party Shares were issued to the Related Parties on 23 April 2015, which was more than one month after the Company received Shareholder approval for the issues. Due to the Related Party Shares being issued out of time, the ASX has indicated to the Company that in all the circumstances it requires the Company to re-obtain Shareholder approval for the issue of the Shares at the Company’s next general meeting after 1 July 2015. If Shareholder approval is not re-obtained for the issue of the Related Party Shares at

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the Meeting, the ASX requires that the Related Party Shares be cancelled, which will necessitate a further meeting of the Company.

Resolutions 5 to 7 seek Shareholder approval for the ratification of the previous issue of the Related Party Shares to the Related Parties or their nominee(s).

5.2 Chapter 2E of the Corporations Act

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

(a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

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

The issue of the Related Party Shares on 23 April 2015 constituted giving a financial benefit to the Related Parties, however approval for the grant of the benefit was previously given on 27 January 2015. Resolutions 5 to 7 therefore seek approval only for the purposes of complying with the requirements imposed on the Company by ASX.

5.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the issue of the Related Party Shares involved the issue of securities to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

5.4 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolutions 5 to 7:

(a) the Related Party Shares were issued to each of George Karafotias, Christopher Botica and Peter Angelakos or their nominee(s);
(b) the Company issued the following numbers of pre-Consolidation Related Party Shares:
(i) 9,800,000 Shares to Mr Karafotias (or his nominee);
(ii) 3,000,000 to Mr Botica (or his nominee); and
(iii) 3,000,000 to Mr Angelakos (or his nominee);
(c) the Related Party Shares were issued on 23 April 2015, which was more than 1 month after Shareholder approval for the issue of the Related Party Shares was obtained at the Company’s general meeting of 27 January 2015;

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(d) Mr Karafotias and Mr Botica are related parties of the Company by virtue of being Directors and Mr Angelakos is a related party of the Company by virtue of being a director of the Company in the past 6 months;
(e) the Related Party Shares were issued for nil cash consideration as follows:
(i) in respect of Mr Karafotias, the Related Party Shares were issued in satisfaction of funds provided by Mr Karafotias towards payments made under the DOCA. The deemed issue price of the Shares issued to Mr Karafotias was $0.0015 per Share, and
(ii) in respect of each of Mr Botica and Mr Angelakos, the Related Party Shares were issued in lieu of directors’ fees payable to them as directors of the Company. The deemed issue price of the Shares issued to Mr Botica and Mr Angelakos was $0.005 per Share,

accordingly no funds were raised from the issue of the Related Party Shares;

(f) the Related Party Shares issued are fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(g) each of the Directors recommends that Shareholders vote in favour of Resolution 5 to 7 (other than in respect of any of those Resolutions which that Director has a material personal interest in) for the following reasons:
(i) given the primary purpose of the issue of the Related Party Shares described above, the Directors consider that there are no significant opportunity costs to the Company or benefits foregone by the Company in allowing the Related Party Shares to remain issued to the Related Parties; and
(ii) if Resolutions 5 to 7 are not passed, the ASX has stated that the Company must cancel the Related Party Shares within 5 Business Days of the Meeting and the Company will then need to obtain Shareholder approval again to cancel and then re-issue the Shares which will delay completion of the Acquisitions.

Approval pursuant to ASX Listing Rule 7.1 is not required for the ratification of the previous issue of the Related Party Shares as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Related Party Shares to the Related Parties is not included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

6. RESOLUTION 8 – CHANGE TO NATURE AND SCALE OF ACTIVITIES

6.1 General

Resolution 8 seeks approval from Shareholders for a change in the nature and scale of the activities of the Company to change the focus of the Company’s activities into agribusiness.

As outlined in Section 1.2 of this Explanatory Statement, the Company has entered into the Elect Agreement pursuant to which the Company has agreed to acquire 100% of the Elect Shares and therefore the Elect Business. In addition, as outlined in Section 1.2 of this Explanatory Statement, the Company has entered into the Superion Agreement pursuant to which the Company has agreed to acquire 100% of the Superion Shares and therefore the Superion Business.

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Descriptions of Elect and Superion are outlined in Sections 1.3 and 1.4 above. The Elect Agreement is subject to the conditions precedent summarised in Section 1.14(a)above and the conditions precedent to the Superion Agreement are summarised in Section 1.14(b) above.

6.2 ASX Listing Rule 11.1

ASX Listing Rule 11.1 provides that where an entity proposes to make a significant change, either directly or indirectly, to the nature or scale of its activities, it must provide full details to ASX as soon as practicable (and before making the change) and comply with the following:

(a) provide to ASX information regarding the change and its effect on future potential earnings, and any information that ASX asks for;
(b) if ASX requires, obtain the approval of holders of its shares and comply with any requirements of ASX in relation to the Notice; and
(c) if ASX requires, meet the requirements of Chapters 1 and 2 of the ASX Listing Rules as if the entity were applying for admission to the official list of ASX.

ASX has indicated to the Company that the change in the nature and scale of the Company’s activities as a result of Acquisitions requires the Company in accordance with ASX Listing Rule 11.1.2 to obtain Shareholder approval and the Company must comply with any requirements of ASX in relation to the Notice of Meeting.

ASX has also indicated to the Company that the proposed change in the nature and scale of the Company’s activities will require the Company to (in accordance with ASX Listing Rule 11.1.3) re-comply with the admission requirements set out in Chapters 1 and 2 of the ASX Listing Rules (including any ASX requirement to treat the Securities as restricted securities). Accordingly, it is anticipated that the Securities will be subjected to a trading halt and thereby cease trading on ASX’s Official List prior to market open on the day of the Meeting. If the Resolutions are approved at the Meeting, it is expected that the Securities will remain suspended from quotation until the Company has completed the Acquisitions and re-complied with Chapters 1 and 2 of the Listing Rules, including by satisfaction of ASX’s conditions precedent to reinstatement.

If the Essential Resolutions are not approved at the Meeting, the Acquisitions will not proceed and the Company will apply to ASX to have its Shares reinstated to quotation on ASX’s Official List after the Company announces the results of the Meeting in accordance with the Listing Rules and Corporations Act.

7. RESOLUTION 9 – CONSOLIDATION OF CAPITAL

7.1 Background

The Company proposes to undertake the Consolidation to consolidate the numbers of Shares on issue on a 1 for 50 basis.

The purpose of the Consolidation is to implement a more appropriate capital structure for the Company going forward and to seek to comply with relevant ASX Listing Rules as part of the back-door listing when the Company seeks to obtain requotation of its Shares on ASX, should Shareholder approval be obtained for the Essential Resolutions.

The Directors intend to implement the Consolidation prior to completion of the Acquisitions and prior to the proposed issues of Shares pursuant to the Resolutions, but the Consolidation will only occur if Shareholders approve those Resolutions.

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7.2 Legal requirements

Section 254H of the Corporations Act provides that a company may, by resolution passed in a general meeting, convert all or any of its shares into a larger or smaller number.

7.3 Fractional entitlements

Not all security holders will hold that number of Shares which can be evenly divided by 50. Where a fractional entitlement occurs, the Company will round that fraction up to the nearest whole security.

7.4 Taxation

It is not considered that any taxation implications will exist for security holders arising from the Consolidation. However, security holders are advised to seek their own tax advice on the effect of the Consolidation and the Company, the Directors and their advisers do not accept any responsibility for the individual taxation implications arising from the Consolidation or the other Resolutions.

7.5 Holding statements

From the date of the Consolidation all holding statements for previously quoted Shares will cease to have any effect, except as evidence of entitlement to a certain number of Shares on a post-Consolidation basis.

After the Consolidation becomes effective, the Company will arrange for new holding statements for Shares proposed to be quoted to be issued to holders of those Shares.

It is the responsibility of each security holder to check the number of Shares held prior to disposal.

7.6 Effect on capital structure

The estimated effect which the Consolidation will have on the capital structure of the Company is set out in the table in Section 1.15.

7.7 Indicative timetable

If Resolution 9 and all the other Essential Resolutions are passed, the Consolidation of capital is proposed to take effect pursuant to the timetable below:

Action	Date
Company announces Consolidation and sends out Notice of Meeting.	23 October 2015
Company tells ASX that Shareholders have approved the Consolidation.	23 November 2015
Last day for pre-Consolidation trading.	24 November 2015
Post-Consolidation trading starts on a deferred settlement basis.	25 November 2015
Last day for Company to register transfers on a pre- Consolidation basis.	27 November 2015
First day for Company to send notice to each holder of the change in their details of holdings.	30 November 2015

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Action	Date
First day for the Company to register Securities on a post- Consolidation basis and first day for issue of holding statements.
Change of details of holdings date. Deferred settlement market ends.	4 December 2015
Last day for Securities to be entered into holders’ security holdings.
Last day for the Company to send notice to each holder of the change in their details of holdings.

8. RESOLUTION 10 – ISSUE OF SHARES TO THE ELECT VENDORS

Resolution 10 seeks Shareholder approval for the issue of 20,000,000 Shares (on a post-Consolidation basis) to the Elect Vendors (or their nominees) in consideration for the acquisition of 100% of Elect Shares.

8.1 Background

The shareholders of Elect are:

(a) Gavin Xing; and

(b) Kellie Anne Barker,

together referred to as the Elect Vendors.

Mr Gavin Xing is a director of Elect and will become a Director of the Company at Settlement (refer to Resolution 14) and is therefore a related party of the Company for the purposes of section 228 of the Corporations Act. Kellie Anne Barker is Mr Xing’s partner and is therefore also a related party of the Company

The Board considers the estimated value of the financial benefit given on the acquisition of Elect will be determined by reference to the market price of Shares to be issued to the Elect Vendors on their dates of issue. Based on the postConsolidation market price of $0.20 per Share, the estimated value of the financial benefit given on the acquisition of Elect would be approximately $4,000,000.

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of Shares to the Elect Vendors because the agreement to issue the Shares, reached as part of the acquisition of Elect was negotiated on an arm’s length basis.

A summary of the background to the proposed issue of the Shares to the Elect Vendors is contained in Sections 1.2 and 1.3 above.

8.2 General

Resolution 10 seeks Shareholder approval for the purpose of item 7 of section 611 of the Corporations Act to allow the Company to issue 20,000,000 Shares (on a postConsolidation basis) to the Elect Vendors, which will (assuming $3,500,000 is raised under the Capital Raising at an issue price of $0.20 per Share and all other Shares proposed to be issued pursuant to the Resolutions are issued) result in the Elect Vendors’ and their associates’ voting power in the Company increasing from 0% up to a maximum of 33.02%.

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Pursuant to ASX Listing Rule 7.2 (Exception 16), Listing Rule 7.1 does not apply to an issue of securities approved for the purpose of Item 7 of Section 611 of the Corporations Act. Accordingly, if Shareholders approve the issue of securities pursuant to Resolution 10, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 and the additional 10% annual capacity set out in ASX Listing Rule 7.1A without the requirement to obtain prior Shareholder approval.

8.3 Item 7 of Section 611 of the Corporations Act

(a) Section 606 of the Corporations Act – Statutory Prohibition

Pursuant to Section 606(1) of the Corporations Act, a person must not acquire a relevant interest in issued voting shares in a listed company if the person acquiring the interest does so through a transaction in relation to securities entered into by or on behalf of the person and because of the transaction, that person’s or someone else’s voting power in the company increases:

(i) from 20% or below to more than 20%; or

(ii) from a starting point that is above 20% and below 90%,

(Prohibition).

(b) Voting Power

The voting power of a person in a body corporate is determined in accordance with Section 610 of the Corporations Act. The calculation of a person’s voting power in a company involves determining the voting shares in the company in which the person and the person’s associates have a relevant interest.

(c) Elect Vendor’s entitlements in the Company

The Elect Vendors do not currently hold any Shares in the Company.

Following Settlement, the Elect Vendors’ entitlements to the Shares the subject of Resolution 10 and resulting voting power in the Company assuming the minimum subscription under the Capital Raising is raised and the Superion Agreement is completed, will be as follows:

Holdings of Elect Vendors following the Issue

Elect Vendor	Shares	Voting Power
Gavin Xing	10,000,000	33.02%
Kellie Anne Barker	10,000,000	33.02%

A summary of the increase in the Elect Vendors’ voting power as a result of issue of the Shares to the Elect Vendors is set out below:

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	Shares issued to Gavin Xing	Shares issued to Kellie Anne Barker	Total Shares issued	Total Shares on issue	Voting power of the Elect Vendors
Current(post Consolidation)	-	-	-	8,265,883	0.00%
Capital Raising1	-	-	17,500,000	25,765,883	0.00%
Converting Loan Lender Shares3	-	-	4,800,000	30,565,883	0.00%
Superion Vendor Shares	-	-	10,000,000	40,565,883	0.00%
Elect Vendor Shares2	10,000,000	10,000,000	20,000,000	60,565,883	33.02%

Notes:

Assuming a minimum of $3,500,000 is raised under the Capital Raising at an issue price of $0.20 per Share.
Assuming the Consolidation is undertaken on a one for 50 basis:
(a) the conversion price under the Converting Loan Agreements in respect of $50,000 will be $0.10; and
(b) the conversion price under the Converting Loan Agreements in respect of $537,500 will be $0.125 (refer to Section 1.14(c) for a summary of the terms and conditions of the Converting Loan Agreements).
Refer to Section 1.14(a) for a summary of the Elect Agreement, under which the Elect Vendors will be issued Shares.

(d) Associates

For the purposes of determining voting power under the Corporations Act, a person (second person) is an “associate” of the other person (first person) if:

(i) (pursuant to Section 12(2) of the Corporations Act) the first person is a body corporate and the second person is:
(A) a body corporate the first person controls;
(B) a body corporate that controls the first person; or
(C) a body corporate that is controlled by an entity that controls the person;
(ii) the second person has entered or proposes to enter into a relevant agreement with the first person for the purpose of controlling or influencing the composition of the company’s board or the conduct of the company’s affairs; or
(iii) the second person is a person with whom the first person is acting or proposes to act, in concert in relation to the company’s affairs.

The Elect Vendors are associates of each other due to each of the Elect Vendors acting or proposing to act in concert with each other in relation to the Company’s affairs.

(e)

Relevant Interests

Section 608(1) of the Corporations Act provides that a person has a relevant interest in securities if they:

(i) are the holder of the securities;

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(ii) have the power to exercise, or control the exercise of, a right to vote attached to the securities; or
(iii) have power to dispose of, or control the exercise of a power to dispose of, the securities.

It does not matter how remote the relevant interest is or how it arises. If two or more people can jointly exercise one of these powers, each of them is taken to have that power.

In addition, Section 608(3) of the Corporations Act provides that a person has a relevant interest in securities that any of the following has:

(i) a body corporate in which the person’s voting power is above 20%; and

(ii) a body corporate that the person controls.

As at the date of this Notice, the Elect Vendors do not have a relevant interest in the Shares.

8.4 Reason Section 611 Approval is Required

Item 7 of Section 611 of the Corporations Act provides an exception to the prohibition described in (e) above, whereby a person may acquire a relevant interest in a company’s voting shares with shareholder approval.

Following the issue of the Shares to the Elect Vendors, the Elect Vendors will have a relevant interest in 20,000,000 Shares in the Company, representing 33.02% voting power in the Company. This assumes that no other Shares are issued and all Converting Loan Agreements are converted into Shares.

Accordingly, Resolution 10 seeks Shareholder approval for the purpose of Section 611 Item 7 and all other purposes to enable the Company to issue the Shares to the Elect Vendors. Each Elect Vendors will have a relevant interest in any securities held by the other Elect Vendors because they are associates of each other.

(a) Associates of Elect Vendors

For the purpose of the Corporations Act, none of the associates of the Elect Vendors currently holds any interest in the Company.

Prescribed information – ASIC Regulatory Guide

The following information is required to be provided to Shareholders in accordance with the Corporations Act and ASIC Regulatory Guide 74 in respect of an approval under Item 7 of Section 611 of the Corporations Act. Shareholders are also referred to the Independent Expert’s Report prepared by William Buck (Vic) Pty Ltd annexed to this Explanatory Statement as Annexure A.

(b) Acquirer

It is proposed that each Elect Vendor will acquire up to 10,000,000 Shares pursuant to Resolution 10.

Each of the Elect Vendors is an associate of each other Elect Vendor (Associates) and the Elect Vendors have no further associates other than the Associates.

Any relationship or association as detailed in relation to this Notice of Meeting or Explanatory Statement concerning the Elect Vendors pertains to

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their relationship and associations under the specified provisions of the Corporations Act and ASX Listing Rules in connection with their applicable interests in the Company. Any relationship or association in this context should not be taken or deemed to apply to any other circumstance.

(c)

Relevant interests and voting power

As at the date of this Notice, the Elect Vendors and their Associates do not hold a relevant interest in any Shares and therefore have no voting power in the Company. Shareholders’ approval is sought pursuant to Resolution 10 for their potential maximum increase in voting power and relevant interests as disclosed in this Section 8.3 above.

From the table set out in Section 8.3(c) it can be seen that the maximum relevant interest that the Elect Vendors will hold after Settlement is 20,000,000 Shares, and the maximum voting power that the Elect Vendors will hold is 33.02%. This represents a maximum increase in voting power of 33.02% (being the difference between 0% and 33.02%).

(d) The Elect Vendors’ intentions

As a proposed Director, Gavin Xing has certain controls on decisions made by the Board. Subject to those controls and, other than as disclosed elsewhere in this Explanatory Statement, the Company understands that Gavin Xing and Kellie Anne Barker:

(i) have no intention of making any significant changes to the Company’s business;
(ii) have no intention to inject further capital into the Company;
(iii) have no intention of making changes regarding the future employment of the Company’s present employees;
(iv) do not intend to redeploy any of the Company’s fixed assets;
(v) do not intend to transfer any property between the Company and any Elect Vendors or their associates; and
(vi) do not intend to significantly change the Company’s financial or dividend distribution policies.

These intentions are based on information concerning the Company, its business and the business environment which is known to Elect Vendors at the date of this Notice.

(e) Particulars of proposed issue and timing

Particulars relating to the proposed issue of Shares to the Elect Vendors the subject of Resolution 10 and proposed timing are set out in detail in this Explanatory Statement.

(f) Reason for the proposed issue

The Shares the subject of Resolution 10 will be issued as consideration for the acquisition of 100% of the Elect Shares held by the Elect Vendors. These Shares will be issued on Settlement.

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(g) Material terms of proposed issue of securities

As set out in Section 1.14(a) of this Explanatory Statement, the Company is proposing to issue 20,000,000 to the Elect Vendors at a deemed issue price of $0.20 per Share.

(h) Identity, associations and qualifications of Nominee Director

In accordance with the terms of the Elect Agreement, the Company will appoint Gavin Xing as an Executive Director and Chairman with effect from Settlement (Nominee Director).

The Nominee Director is currently a director of Elect and details of his qualifications are set out in Section 13.

Neither Gavin Xing nor any of his associates currently holds or has a relevant interest in any Shares in the Company.

(i) Directors’ interests and recommendations

Refer to Section 8.7 for the Directors’ interests and recommendations in relation to Resolution 10.

(j) Capital structure

The Company’s pro-forma capital structure assuming completion of the Acquisitions (and assuming the Consolidation occurs, which is not a condition of the Acquisition) is set out in Section 1.16.

8.5 Independent Expert’s Report

The Independent Expert’s Report assesses whether the Elect Vendors’ acquisition of Shares and their increase in voting power, with their associates, under Resolution 10 is fair and reasonable to the Shareholders who are not associated with the Elect Vendors.

The Independent Expert’s Report also contains an assessment of the advantages and disadvantages of the proposed issue of Shares the subject of Resolution 10. This assessment is designed to assist all Shareholders in reaching their voting decision.

The Independent Expert’s Report concludes that the proposal as outlined in Resolution 10, on balance, is fair and reasonable to the non-associated Shareholders.

The Independent Expert's Report is enclosed with this Notice of Meeting. The Board recommends Shareholders read the Independent Expert’s Report in full to understand the scope of the report, the methodology of the valuation and the sources of information and assumptions made.

8.6 Interest of Director

None of the Directors has a material personal interest in the outcome of Resolution 10 save for an interest as a Shareholder of the Company.

8.7 Directors’ recommendations

The current Directors unanimously recommend that Shareholders vote in favour of Resolution 10 as they consider the advantages of the acquisition of Elect outweigh the disadvantages.

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Each Director will vote, or procure the voting of any Director-controlled Share, in favour of Resolution 10.

None of the Directors have an interest in the outcome of Resolution 10 save for an interest as a Shareholder of the Company.

The Directors are not aware of any other information other than as set out in this Notice of Meeting that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 10.

8.8 Capital Structure

A table showing the Company’s current capital structure and the possible capital structure on Settlement is set out in Section 1.15.

8.9 Advantages of the issue – Resolution 10

The Directors are of the view that the following non-exhaustive list of advantages may be relevant to a Shareholder’s decision on how to vote on Resolution 10:

(a) the issue of Shares to the Elect Vendors will complete the Company’s obligations under the Elect Agreement and will not require renegotiation of its terms;
(b) the issue will enable the Company to complete the Acquisitions and complete the Capital Raising which will allow the Company to be reinstated to trading, having been suspended from trading on ASX for a substantial period of time;
(c) William Buck (Vic) Pty Ltd has concluded that the issue of the Shares to the Elect Vendors is fair and reasonable to the non-associated Shareholders; and
(d) there are various other advantages of the Acquisitions set out in Section 1.18.

8.10 Disadvantages of the issue – Resolution 10

The Directors are of the view that the following non-exhaustive list of disadvantages may be relevant to a Shareholder’s decision on how to vote on Resolution 10:

(a) the issue of Shares to the Elect Vendors will increase the voting power of the Elect Vendors from 0% to 33.02%, reducing the voting power of nonassociated Shareholders in aggregate from 100% to 12% assuming the minimum subscription under the Capital Raising is raised, all outstanding amounts under the Converting Loan Agreements are converted into Shares and the Acquisitions complete;
(b) there is no guarantee that the Company’s Shares will not fall in value as a result of the issue of Shares to the Elect Vendors; and
(c) there are various other disadvantages of the Acquisitions set out in Section 1.19.

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9. RESOLUTION 11 – ISSUE OF SHARES TO SUPERION VENDORS

9.1 General

Resolution 11 seeks Shareholder approval for the issue of 10,000,000 Shares (on a post-Consolidation basis) to the Superion Vendors in consideration for the acquisition of 100% of the Superion Shares on issue.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolution 11 will be to allow the Company to issue the Shares to the Superion Vendors during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

The Directors understand that ASX may treat each of the Shares issued to Superion Vendors as restricted securities for the purpose of the ASX Listing Rules. However, submissions may be made to the ASX to apply for cash formula relief in respect of these Shares.

9.2 Chapter 2E of the Corporations Act

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

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

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

The issue of Shares to Eric Jiang, a Superion Vendor, upon Settlement of the Superion Agreement will constitute giving a financial benefit and Eric Jiang is a related party of the Company by virtue of being a proposed Director.

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of Shares to Eric Jiang because the Company proposes to issue Shares to Eric Jiang on the same terms as it will issue Shares to the other Superion Vendors who are not related parties and as such the giving of the financial benefit is on arm’s length terms.

9.3 ASX Listing Rule 10.11

ASX Listing Rule 10.12 Exception 6 provides an exception to ASX Listing Rule 10.11 if the person is a related party by reason only of the transaction which is the reason for the issue of the securities and the application to it of the related party provisions of the Corporations Act. As Eric Jiang is a related party only by reason of the proposed acquisition of Superion, it is the view of Directors that the Company can rely on this

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exception to ASX Listing Rule 10.11 and therefore Shareholder approval is not required pursuant to ASX Listing Rule 10.11.

9.4 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Shares:

(a) the maximum number of Share to be issued at Settlement is 10,000,000 Shares (on a post-Consolidation basis);
(b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of all those Shares will occur on the same date;
(c) the Shares will be issued to the Superion Vendors, who, other than Eric Jiang, a proposed director of the Company, are not related parties of the Company, in consideration for their respective Superion Shares (pro rata to the number of Superion Shares held by each Superion Vendor);
(d) the Shares to be issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and
(e) no funds will be raised from the proposed issue as the Shares are proposed to be issued in consideration for the acquisition by the Company of all of the Superion Shares in accordance with the terms of the Superion Agreement.

10. RESOLUTION 12 – CAPITAL RAISING

10.1 General

As detailed in Section 1.1, Resolution 12 seeks Shareholder approval for the issue of up 25,000,000 Shares (on a post-Consolidation basis) to raise up to $5,000,000 and at least $3,500,000 under the Capital Raising. Approval is sought for the issue of these Shares pursuant to Resolution 12.

For the purposes of the Listing Rules, none of the subscribers for the Shares to be issued under Resolution 12 will be related parties of the Company.

The Capital Raising offer will be conditional on the following:

(a) Shareholders passing all of the Essential Resolutions; and
(b) the Shares to be issued pursuant to the Capital Raising being issued contemporaneously with Settlement.

The Capital Raising will include a priority offer of a total of 2,500,000 Shares to existing Shareholders holding a parcel of Shares with a value of less than $2,000 to top up their shareholding to a parcel of at least $2,000 (Top Up Offer).

To the extent that less than the total number of 2,500,000 Shares offered under the Top Up Offer are applied for, those shortfall Shares will be available for subscription to all investors (including both existing Shareholders and external investors) who shall be treated equally in the allocation of shortfall Shares.

Further details of the Capital Raising will be set out in the Prospectus to be lodged with the ASIC and ASX in due course. A copy of the Prospectus, together with each

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Shareholder’s Top Up Offer application form will be sent to Shareholders soon after lodgement of the Prospectus.

A summary of ASX Listing Rule 7.1 is set out in Section 9.1 above.

The effect of Resolution 12 will be to allow the Company to issue Shares pursuant to the Capital Raising during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity under ASX Listing Rule 7.1.

10.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Capital Raising:

(a) the maximum number of Shares to be issued under Resolution 12 is 25,000,000 Shares (on a post-Consolidation basis);
(b) the Shares will be issued no later than 3 months after the date of the Annual General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date;
(c) the issue price will be not less than $0.20 per Share;
(d) the Shares are proposed to be issued to the applicants of the Capital Raising under a Prospectus offer. None of these subscribers will be related parties of the Company;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares on issue; and
(f) the Company intends to use the funds raised from the Shares issued under the Capital Raising as set out in Section 1.12.

11. RESOLUTION 13 – CONVERSION UNDER CONVERTING LOAN AGREEMENTS

11.1 General

Under the Converting Loan Agreements, the Company expects to borrow $587,500 from the Converting Loan Lenders. A summary of the terms and conditions of the Converting Loan Agreements is set out in Section 1.14(c).

Each Converting Loan Lender has formally agreed that outstanding monies under the Converting Loan Agreements will convert into Shares automatically on Settlement (to the extent they are not converted prior to Settlement).

To date, none of the loans under the Converting Loan Agreements have been converted into Shares resulting in an outstanding liability of up to $587,500 (plus accrued interest).

Resolution 13 seeks Shareholder approval for the issue of up to 4,500,000 Shares (on a post-Consolidation basis) to the Converting Loan Lenders upon conversion of outstanding monies under the Converting Loan Agreements. Approval is sought for the issue of the remaining 300,000 Shares pursuant to Resolution 14 for converting loans provided by a related party of the Company.

A summary of ASX Listing Rule 7.1 is set out in Section 9.1 above.

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The effect of Resolution 13 will be to allow the Company to issue Shares to the Converting Loan Lenders in accordance with the terms of the Converting Loan Agreements during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

11.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of Shares to the Converting Loan Lenders:

(a) the maximum number of Shares to be issued is 4,500,000 Shares (on a postConsolidation basis);
(b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date;
(c) the deemed issue price will be:
(i) $0.10 per Share in respect of Converting Loan Agreements pursuant to which the Company borrowed $50,000; and
(ii) $0.125 per Share in respect of Converting Loan Agreements pursuant to which the Company borrower $500,000

each on a post-Consolidation basis;

(d) the Shares will be issued to the Converting Loan Lenders. None of these subscribers are related parties of the Company other than James Everist, who will be issued Shares following receipt of Shareholder approval for Resolution 14;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and
(f) as the Shares will be issued upon conversion of loans for which the Company has already received funds, no funds will be raised by the issue of Shares to Converting Loan Lenders. The Company used the funds pursuant to the Converting Loan Agreements for working capital, implementation of the Acquisitions, and contribution to its re-listing costs.

12. RESOLUTION 14 – CONVERSION OF CONVERTING LOAN – RELATED PARTY

James Everist, a Converting Loan Lender has formally agreed that outstanding monies under his Converting Loan Agreement with the Company will convert into Shares automatically on Settlement (to the extent it is not converted prior to Settlement).

Resolution 14 seeks Shareholder approval for the issue of up to 300,000 Shares (on a post-Consolidation basis) to James Everist, a Converting Loan Lender and a proposed director upon conversion of outstanding monies under the Company’s Converting Loan Agreement with James Everist.

A summary of ASX Listing Rule 7.1 is set out in Section 9.1 above.

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12.1 Chapter 2E of the Corporations Act

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

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

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

The issue of Shares to James Everist upon conversion of his Converting Loan Agreement will constitute giving a financial benefit and James Everist is a related party of the Company by virtue of being a proposed Director.

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of Shares to James Everist because the Company proposes to issue Shares to James Everist on the same terms upon which it also proposes to issue Shares to the other Converting Loan Lenders who are not related parties and as such the giving of the financial benefit is on arm’s length terms.

12.2 ASX Listing Rule 10.11

As it is proposed that Shares will be issued to James Everist, a proposed director of the Company and therefore a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

12.3 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to proposed issue of Shares to James Everist

(a) the Shares will be issued to James Everist (or his nominee), who is a related party by virtue of being a proposed director of the Company;
(b) the maximum number of Shares to be issued under this Resolution is 300,000 Shares (on a post-Consolidation basis);
(c) the Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
(d) the Shares will be issued at a deemed issue price of $0.125 upon conversion of the Converting Loan Agreement which James Everist is a party to;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

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(f) as the Shares will be issued upon conversion of loans for which the Company has already received funds, no funds will be raised by the issue of Shares to James Everist. The Company used the funds pursuant to the Converting Loan Agreements for working capital, implementation of the Acquisitions, and contribution to re-listing costs.

Approval pursuant to ASX Listing Rule 7.1 is not required for the proposed issue of Shares to James Everist as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to the James Everist (or his nominee) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

13. RESOLUTIONS 15 TO 17 – ELECTION OF DIRECTORS

Pursuant to clause 14.4 of the Constitution and ASX Listing Rule 14.4, any Director so appointed holds office only until the next following general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Pursuant to Resolutions 15 to 17, each of Gavin Xing, James Everist and Eric Jiang seek election from Shareholders to be appointed upon Settlement.

The Board recommends that Shareholders approve the appointment of each of Gavin Xing, James Everist and Eric Jiang.

The qualifications and experience of each of the proposed directors is set out Section 1.11.

14. RESOLUTION 18 – CHANGE OF COMPANY NAME

Section 157(1)(a) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name.

Resolution 18 seeks the approval of Shareholders for the Company to change its name to “Wingara Ag Ltd”. The Board proposes this change of name on the basis that it more accurately reflects the proposed operations of the Company upon Settlement.

If Resolution 18 is passed the change of name will take effect after ASIC alters the details of the Company’s registration.

The proposed name has been reserved by the Company and if Resolution 18 is passed, the Company will lodge a copy of the special resolution with ASIC on Settlement in order to effect the change.

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GLOSSARY

$ means Australian dollars.

Acquisitions means the acquisition by the Company of Elect and Superion.

AEDT means Australian Eastern Daylight Time

Annual General Meeting or Meeting means the annual general meeting convened by this Notice.

ASIC means the Australian Securities & Investments Commission.

Associate has the meaning given in Section 8.4.

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

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Businesses means the Elect Business and Superion’s business.

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

Capital Raising has the meaning given at Section 1.7.

Chair means the chair of the Meeting.

Closely Related Party of means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or

(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company or Biron means Biron Apparel Limited (ACN 009 087 469).

Consolidation means the proposed consolidation of the Company’s Shares on a 1 for 50 basis.

Constitution means the Company’s constitution.

Converting Loan Agreements has the meaning given in Section 1.14(c).

Converting Loan Lenders means those parties who have entered into the Converting Loan Agreements with the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the current directors of the Company.

DOCA has the meaning given in Section 1.1.

Elect has the meaning given in Section 1.2.

Elect Agreement has the meaning given in Section 1.14(a).

Elect Business has the meaning given in Section 1.2.

Elect Shares has the meaning given in Section 1.2.

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Elect Vendors means holders of Elect Shares.

Essential Resolutions means each of Resolutions 8 to 17 (inclusive).

Explanatory Statement means the explanatory statement accompanying the Notice.

JBA has the meaning given in Section 1.14(e).

JCT has the meaning given in Section 1.3(a).

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Mandate has the meaning given in Section 1.14(e).

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

Official List means the official list of ASX.

Option to Lease has the meaning given in Section 1.14(d).

Prohibition has the meaning given in Section 8.3.

Prospectus means the prospectus prepared by the Company in accordance with Chapter 6D of the Corporations Act, pursuant to which the Capital Raising will be undertaken.

Proxy Form means the proxy form accompanying the Notice.

Related Parties has the meaning given in Section 5.1.

Related Party Shares has the meaning given in Section 5.1.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2015.

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

Settlement means settlement of the Acquisitions in accordance with the terms of the Elect Agreement and the Superion Agreement.

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

Shareholder means a registered holder of a Share.

Spill Meeting has the meaning given in Section 3.2.

Spill Resolution has the meaning given in Section 3.2.

Superion has the meaning given in Section 1.2.

Superion Agreement has the meaning given in Section 1.14(b).

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

Superion Vendors means a holder of a Superion Share.

Top Up Offer has the meaning given in Section 10.1.

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ANNEXURE A – INDEPENDENT EXPERT’S REPORT

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Biron Apparel Ltd Independent Expert’s Report and Financial Services Guide

�� 

15 October 2015

15 October, 2015

The Directors
Biron Apparel Limited
Level 17
499 St Kilda Road
Melbourne VIC 3004

Dear Directors,

Biron Apparel Ltd Independent Expert’s Report

Introduction

Biron Apparel Limited (‘Biron’ or ‘the Company’) shares have been suspended from
trading on the Australian Securities Exchange (‘ASX’) since the Company encountered
financial difficulties in 2006. The Company currently has no business operations and
reported a net tangible asset deficiency at 30 June 2015.

The Directors of Biron (‘the Directors’) have been looking for new business opportunities
for Biron for some time. On 15 May 2015, the Directors executed a Heads of Agreement
to purchase Elect Performance Group Pty Ltd (‘Elect’). Elect owns the hay processing
business that trades as JC Tanloden (‘JCT’).

On 31 August 2015, the Company also entered into a Heads of Agreement to purchase
Superion Pty Ltd (‘Superion’). Superion was established in 2013 with the intention of
commencing a hay processing business and currently does not have any business
operations.

At the date of this report the Company has raised or has commitments to raise up to
$587,500 in funds through the issue of Converting Loans (‘Converting Loan
Agreements’). Funds raised from the issue of the Converting Loans have been used to
pay the deposit for the acquisition of Elect, associated acquisition costs, contribution to
re-listing costs and other ongoing costs associated with operating Biron.

The Directors have engaged William Buck (VIC) Pty Ltd (‘William Buck’, or ‘we’ or ‘us’ or
‘our’ as appropriate) to prepare an Independent Expert’s Report (‘IER’) to accompany a
Notice of Meeting and Explanatory Statement (‘NOM’) to provide information to the
Shareholders of Biron (‘Shareholders’) on whether or not to pass certain Resolutions at a
General Meeting of the Company.

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This business at the meeting includes voting on:

Resolution 9 - The consolidation of the Company’s share capital such that, the issued capital of the Company be consolidated on the basis that every 50 Shares be consolidated into one Share (‘Share’);
Resolution 10 – The approval of the issue of 20,000,000 Shares to the Elect Vendors inconsideration for 100% of the share capital of Elect (‘the Elect Acquisition’);
Resolution 11 - Approval of the issue of 10,000,000 Shares to the Superion Vendors in consideration for 100% of the share capital of Superion (‘the Superion Acquisition’); and
Resolutions 13 & 14 – the issue of up to 4,800,000 Shares Converting Loan Lenders in full and final satisfaction of the Company’s obligations under the Converting Loan Agreements.

The transactions contemplated by Resolutions 9, 10, 11, 13 and 14 are referred to in this IER as the
Proposed Transaction.

The Company also intends to undertake a capital raising through the issue of between 17.5 million
and 25 million Shares at $0.20 per Share to raise at least $3.5 million and up to $5 million. This
capital raising (‘the Proposed Placement’) is the subject to Resolution 12 in the NOM.  It is expected
that the Proposed Placement will need to be successful in order for the Company to complete the
acquisition of Elect and Superion and to re-list on the ASX.

Scope of our Report

As the vendors of Elect may acquire a relevant interest of more than 20% in Biron as a result of the
Elect Acquisition (Resolution 10), there is regulatory requirement for the Directors to commission an
IER. Consequently, the Directors have requested that William Buck prepare this IER to state
whether, in our opinion, the Elect Acquisition is fair and reasonable to the Shareholders of Biron that
are not associated with Elect (‘the Non-Associated Shareholders’).

There is no regulatory requirement for an independent expert report to be prepared in connection
with the Superion Acquisition (Resolution 11), Resolutions 9 or Resolutions 13 and 14. However, if
approved, the transactions contemplated by Resolutions 9, 11, 13 and 14 could impact our
assessment of whether the Elect Acquisition is fair and reasonable to the Non-Associated
Shareholders.  Therefore we have considered the financial impact of Resolutions 9, 11, 13 and 14
in assessing whether the Elect Acquisition is fair and reasonable to the Non-Associated
Shareholders.

Basis of Evaluation

This IER has been prepared having regard to Australian Securities and Investments Commission
(‘ASIC’) Regulatory Guide 111 ‘Content of Expert’s Reports’ (‘RG 111’) and Regulatory Guide 112
‘Independence of Experts’ (‘RG 112’).

In arriving at our opinion, we have assessed the terms of the Proposed Transaction as outlined in
the body of this report. We have considered:

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Whether the transaction is fair. That is, how the value of a Biron Share prior to the Proposed Transaction on a control basis compares to the value of a Biron Share following the Proposed Transaction on a minority basis; and
Whether the transaction is reasonable. A change in control transaction is deemed to be “reasonable” if it is fair. The Proposed Transaction may be not fair but reasonable, if the advantages of the Proposed Transaction to the Non-Associated Shareholders outweigh the disadvantages to the Non-Associated Shareholders.

Fairness

The value of a Biron Share prior to the Proposed Transaction on a control basis is compared with
the value of a Biron Share following the Proposed Transaction on a minority interest basis is
included in the table below.

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We consider the Proposed Transaction to be fair as the value of a Biron Share post the Proposed
Transaction on a minority interest basis is higher than the value of a Biron Share prior to the
Proposed Transaction on a controlling interest basis.

Reasonableness

To further assist the Non-Associated Shareholders to assess the merits of the
Proposed Transaction, we have also considered the advantages and disadvantages to
them of approving the Proposed Transaction. We have also considered the potential
impact of the Proposed Transaction not being approved.

Advantages of approving the Proposed Transaction

The Proposed Transaction is fair.
The Proposed Transaction is currently the only option available for Biron Shareholders to realise some value in their Shares.

In assessing the merits of the Proposed Transaction, we have considered the likelihood of
an alternative opportunity emerging for Biron. We consider this to be unlikely, given that
Biron does not have an operating business, is loss making, has a net asset deficiency and
has been suspended from trading on the ASX for nine years.

Whereas, if the Proposed Transaction and Proposed Placement proceed and the Company
successfully relists on the ASX, there may be a market for the Non-Associated
Shareholders to realise some value from their investment.

Existing Shareholders will retain a 19.19% interest in Biron immediately subsequent to the Proposed Transaction. However, the interests of the existing Shareholders in the Company are likely to be further diluted once the Proposed Placement is undertaken. Following the

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Proposed Placement existing Shareholder interests are expected to further reduce to
between 12.14% and 13.65% of the Company.

The Directors have a plan to grow Elect organically and through acquisition. The Proposed Transaction provides an opportunity for the Non-Associated Shareholders to participate in the upside that may result if the growth strategy is successfully implemented.
The Elect business is generating positive cash flows from operations. The Proposed Transaction is expected to provide the Company with cash and profits from which to be able to pay dividends to Shareholders in the future.
The Elect transaction can be approved separately from the Superion transaction.

Disadvantages of approving the Proposed Transaction

The Superion Acquisition dilutes the fair value of Biron following the Proposed Transaction. If we exclude the Superion Acquisition from our definition of the Proposed Transaction, the value of Biron after the Proposed Transaction would increase from between $0.033 and $0.058 per Share to $0.043 and $0.076 on a minority interest basis.
The issue of Shares to the vendors of Elect and Superion will dilute the relative holdings of Existing Shareholders from 100% to only 19.19% prior to the Proposed Placement. The Proposed Placement will further dilute the interests of the existing Shareholders in Biron.
The financial performance of JCT maybe reliant on the relationships that the vendors of Elect have with customers in Asia. There is a risk that the earnings of the JCT business could decline if the vendors of Elect were to leave the business. However, this risk is mitigated by the fact that the vendors of Elect will own a substantial interest in Biron subsequent to completion of the Proposed Transaction and the Proposed Placement. It should also be noted JCT operated for approximately 20 years prior to being acquired by Elect.

Likely impact if the Proposed Transaction is Not Approved

On 1 January 2014, ASX adopted a policy to remove from the official list any entity whose securities
have been suspended from trading for a continuous period of three years.  Under the transitional
arrangements for this policy, if an entity’s securities had been continuously suspended as at 1
January 2014 for 12 months or more, the entity will be automatically be removed from the official list
on 1 January 2016, if it has remained in a continuous state of suspension.

The Board are not aware of any other viable business opportunities for Biron at present. Therefore,
if the Proposed Transaction is not approved, it is likely that Biron will be removed from the official
list of the ASX on 1 January 2016.  If this occurs, the Company is unlikely to be able to continue as
a going concern and the Directors expect that a Liquidator would be appointed. As Biron has a net
asset deficiency, Shareholders should not expect to receive any proceeds on the wind up of the
Company.

In our opinion, the position of Shareholders if the Proposed Transaction is approved is more
advantageous than the position if the Proposed Transaction is not approved. Accordingly, in the
absence of any other relevant information and / or a superior proposal, we believe that the
Proposed Transaction is reasonable for the Non-Associated Shareholders to approve.

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Opinion

We have therefore concluded that the Proposed Transaction is fair and reasonable to the Non-
Associated Shareholders of Biron.

Yours faithfully,

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Liz Smith Director William Buck (VIC) Pty Ltd

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Tony Hood Director William Buck (VIC) Pty Ltd

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Financial Services Guide

Dated: 12 OCTOBER 2015

William Buck (Vic) Pty Ltd ABN 18 361 680 776 (‘William Buck’
or ‘we’ or ‘us’ or ‘our as appropriate) has been engaged by
Biron Apparel Ltdtoprovide general financial product advice in
the form of an independent expert’s report (‘IER’) in relation to
the Proposed Transaction. This report is included in the
Company’s Notice of Meeting and Explanatory Memorandum.

Financial Services Guide

In the above circumstances we are required under the
Australian Securities and Investment Commission (‘ASIC’) to
issue to you, as a retail client, a Financial Services Guide
(‘FSG’). This FSG is designed to help retail clients make a
decision as to their use of general financial product advice and
to ensure that we comply with our obligations as an authorised
representative of a financial services licensee.

The FSG includes information about:

who we are and how we can be contacted;
the services we are authorised to provide as an Authorised Representative of William Buck Wealth Advisors (VIC) Pty Ltd ABN 18 089 457 942 (Licence No: 342420);
remuneration that we and/or our staff and any associates receive in connection with the general financial product advice;
any relevant associations or relationships we have; and
our complaints handling procedures and how you may access them.

Financial Services we are Licensed to Provide

We are an authorised representative of William Buck Wealth
Advisors (VIC) Pty Ltd who holds an Australian Financial
Services Licence, which authorises us to provide financial
product advice including in:

deposit and payment products including government debentures, stocks and bonds;
life products including annuities and other investment life insurance products, life insurance, term, income protection, trauma, death and total and permanent disability, as well as disability products in general;:
managed investment schemes including unit trusts, investment bonds and direct shares;
securities; and
superannuation

We provide financial product advice by virtue of an
engagement to issue a report in connection with a financial
product of another person. Our report will include a description
of the circumstances of our engagement and identify the
person who has engaged us. You will not have engaged us
directly but will be provided with a copy of the report as a retail
client because of your connection to the matters in respect of
which we have been engaged to report.

Any report we provide is provided on our own behalf as an
authorised representative of a financial services licensee
authorised to provide the financial product advice contained in
this IER.

General Financial Product Advice

In the report we provide general financial product advice, not
personal financial advice, because it has been prepared
without taking into account your personal objectives, financial
situation or needs.

You should consider the appropriateness of this general
advice having regard to your own objectives, financial situation
and needs before you act on the advice. Where the advice
relates to the acquisition or possible acquisition of a financial
product, you should also obtain a product disclosure statement
relating to the product and consider that statement before
making any decision about whether to acquire the product

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We charge fees for providing reports. These fees will be
agreed with, and paid by, the person who engages us to
provide the report. Fees will be agreed on either a fixed fee or
time cost basis.  Our fee for the preparation of this IER is

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approximately $25,000 -$30,000 plus GST and disbursements,
Our directors and employees providing financial services
receive an annual salary, a profit share and/ or performance
bonus depending on their level of seniority.

Except for the fees referred to above, neither William Buck, nor
any of its directors, employees or related entities, receive any
pecuniary benefit or other benefit, directly or indirectly, for or in
connection with the provision of the IER.

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Associations and Relationships

From time to time William Buck may provide professional
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issuers in the ordinary course of its business.

Complaints Resolution

Internal Complaints Resolution Process

As an authorised representative of a holder of an Australian
Financial Services Licence, we are required to have a system
for handling complaints from persons to whom we provide
financial product advice. All complaints must be in writing,
addressed do the Compliance Manager at William Buck: PO
Box 185, Toorak, Vic 3142.

Further details about the Financial Ombudsman Service are
available at the website www.fos.org.au or by contacting them
directly at: the Financial Ombudsman Service, GPO Box 3,
Melbourne VIC 3001, or by telephone on 1300 780 808.

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representative of William Buck Wealth Advisors (VIC) Pty Ltd
and by representatives/employees after they cease to work for
us. The compensation arrangements we have in place comply
with sec.912B of the Corporations Act.

Independence

William Buck is required to be independent of Biron Apparel
Ltd in order to provide this IER. The guidelines for
independence in the preparation of independent expert’s
reports are set out in Regulatory Guide 112 Independence of
an Expert (‘RG 112’) issued by ASIC. William Buck considers
itself to be independent in terms of RG 112.

Contact Details

You may contact us at William Buck, Level 20, 181 William
Street, Melbourne Vic 3000, Australia or by telephone on (03)
98248555

When we receive a written complaint we will record the
complaint, acknowledge receipt of the complaint within 15 days
and investigate the issues raised. As soon as practical, and not
more than 45 days after receiving the written complaint, we will
advise the complainant in writing of our determination.

William Buck is only responsible for this IER and this FSG.
Complaints or questions about the General Meeting should not
be directed to William Buck. William Buck will not respond in
any way that might involve any provision of financial product
advice to any retailer investor.

Referral to External Dispute Resolution Scheme

A complainant not satisfied with the outcome of the above
process, or our determination, has the right to refer the matter
to the Financial Ombudsman Service. The Financial
Ombudsman Service is an independent company that has
been established to provide free advice and assistance to
consumers to help in resolving complaints relating to the
financial service industry.

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1.	The Proposed Transaction ....................................................................................................... 1
2.	Scope and Limitations .............................................................................................................. 4
3.	Profile of Biron........................................................................................................................... 7
4.	Overview of Australian Hay Industry .................................................................................... 13
5.	Profile of Elect ......................................................................................................................... 20
6.	Profile of Superion .................................................................................................................. 26
7.	Overview of Biron Prior to the Proposed Transaction ........................................................ 28
8.	Valuation Methodologies ........................................................................................................ 31
9.	Valuation of Biron Prior to the Proposed Transaction ........................................................ 33
10.	Valuation of Biron post the Proposed Transaction ............................................................. 34
11.	Qualifications, declarations and consents ........................................................................... 39
12.	Appendices .............................................................................................................................. 42

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1. The Proposed Transaction

1.1 Overview of Proposed Transaction

On 15 May 2015, Biron announced it had entered into a Heads of Agreement with Elect for the
acquisition of 100% of the issued capital of Elect. Elect owns the hay processing business that trades
as JC Tanloden.

On 31 August 2015, the Company also entered into a Heads of Agreement to purchase Superion.
Superion was established in 2013 with the intention of commencing a hay processing business and
currently does not have any business operations.

At the date of this report the Company has commitments to raise $525,000 in funds through the issue
of Converting Loan Agreements. Funds raised from the issue of the Converting Loans have been
used to pay the deposit for the acquisition of Elect, associated acquisition costs, contribution to re-
listing costs and other ongoing costs associated with operating Biron.

The Directors have engaged William Buck (VIC) Pty Ltd (‘William Buck’, or ‘we’ or ‘us’ or ‘our’ as
appropriate) to prepare an Independent Expert’s Report (‘IER’) to accompany a Notice of Meeting and
Explanatory Statement (NOM) to provide information to the Shareholders of Biron (‘the Shareholders’)
on whether or not to pass certain Resolutions at a General Meeting of the Company.

This business at the meeting includes voting on:

Resolution 9 - The consolidation of the Company’s share capital such that, the issued capital of the Company be consolidated on the basis that every 50 Shares be consolidated into one Share;
Resolution 10 – the approval of the issue of 20,000,000 Shares to the Elect Vendors in consideration for 100% of the share capital of Elect;
Resolution 11 - approval of the issue of 10,000,000 Shares to the Superion Vendors in consideration for 100% of the share capital of Superion; and
Resolutions 13 & 14 – the issue of up to 4,800,000 Shares to Converting Loan Lenders in full and final satisfaction of the Company’s obligations under the Converting Loan Agreements.

The transactions contemplated by Resolutions 9, 10, 11, 13 and 14 are referred to in this IER as the
Proposed Transaction.

The Company also intends to undertake a capital raising through the issue of between 17.5 million and 25 million Shares at $0.20 per Share to raise at least $3.5 million and up to $5 million. This capital raising (‘the Proposed Placement’) is the subject to Resolution 12 in the NOM. It is expected that the Proposed Placement will need to be successful in order for the Company to complete the acquisition of Elect and Superion and to re-list on the ASX .

1.2 Terms of Acquisition of Elect

Settlement of Biron’s acquisition of Elect is subject to a number of conditions, including:

Biron being debt free other than current liabilities that are directly related to Biron’s business and are less than 90 days old and do not exceed $50,000 unless otherwise agreed to;
All necessary Shareholder approvals being obtained to meet the requirements of the ASX;

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Biron raising a minimum of $400,000 or otherwise agreed lesser amount by way of a placement of convertible loan or convertible notes; and
Receipt of conditional approval by ASX to reinstate the Shares to trading on ASX.

1.3 Terms of Acquisition of Superion

Settlement of Biron’s acquisition of Superion is subject to a number of conditions, including:

All necessary Shareholder approvals being obtained to meet the requirements of the ASX; and
Confirmation by the ASX that subject to the reasonable conditions Biron can and will be relisted on the ASX.

1.4 Terms of Issue of Converting Loan Agreements

The Company has entered into two types of Converting Loan Agreements, under which investors
have loaned or will loan up to $587,500. The key terms of these Converting Loan Agreements are:

The loans are unsecured.
The loan period is 6 months from the date of each agreement.
No interest will be paid on the loan period, penalty interest of flat 10% to be paid if conversion or repayment is not completed within 6 months from the date of the agreement. A further penalty interest will be paid from the end of the loan period until the loan is repaid at an annual interest rate of 10%.
Subject to Biron obtaining prior Shareholder approval, the holder of the Converting Loan will receive repayment of the Converting Loan (in whole but not in part) through the issue of fully paid ordinary Shares instead of cash, on the following terms:

Convertible Loan Agreement (1) Conversion of the loan to fully paid ordinary Shares (post consolidation) shall be at $0.10 per Share (up to 500,000 Shares); and

Convertible Loan Agreement (2) Conversion of the loan to fully paid ordinary Shares (post consolidation) shall be at $0.125 per Share (up to 4,300,000 Shares).

If the loan is not repaid by Shares in the Company by the end of the loan period the loan will continue until settlement by Shares in the Company or a cash repayment.
The Company may enter into further lending arrangements at similar or different terms.
The Company may issue further Shares in the Company during the loan period.

1.5 Biron’s Potential Capital Structure Prior to and Post Approval of the Proposed Transaction

The table below sets out Biron’s current and potential issued share capital if the Proposed
Transaction is approved.

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The vendors of Elect will hold a 46.44% interest in the Company, if the Proposed Transaction is
entered into and the vendors of Superion will hold a 23.22% interest prior to the Proposed Placement.

As outlined below, the interests of the Elect and Superion vendors is expected to reduce following the
Proposed Placement.

1.6 Biron’s Potential Capital Structure Post Approval of the Proposed Transaction and Post the Proposed Placement

The table below sets out Biron’s issued capital assuming that the Proposed Transaction is entered
into and the Proposed Placement occurs.

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��
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��
.��/)�� .��/)��	"+�� ��#$ �� �!�+�$
	%!!� %!!�

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2. Scope and Limitations

2.1 Regulatory Background and Purpose of IER

Corporations Act (‘the Act’)

If the Proposed Transaction is approved and all conditions are satisfied, the Proposed Transaction
will result in the vendors of Elect holding a 46.44% interest in Biron prior to the Proposed Placement.

Section 606 of the Corporations Act 2001 (Corporations Act) generally prohibits the acquisition of a
relevant interest in issued voting securities of an entity if the acquisition results in a person’s voting
power in a company increasing from below 20% to more than 20%, or from a starting point between
20% and 90%, unless a permissible exception applies. A permissible exception to this general
prohibition is set out in S611(7), whereby such an acquisition is allowed where the acquisition is
approved by a majority of security holders of the entity at a general meeting and no votes are cast in
respect of securities held by the acquirer or any of its associates.

Whilst Section 611 does not explicitly state that an expert’s opinion is required in relation to such
transactions, regulatory guidance issued by ASIC states that it is the Directors’ obligation to provide
Shareholders with full and proper disclosure to enable them to assess the merits of a Proposed
Transaction for the purpose of assisting them to decide whether to approve any resolutions relating to
the acquisition. This obligation may be satisfied by commissioning an independent expert’s report on
whether the Proposed Transaction is fair and reasonable to the Non-Associated Shareholders of
Biron.

The Directors of Biron have requested that William Buck prepare this IER for this purpose.

There is no regulatory requirement for an independent expert report to be prepared in connection with
the Superion Acquisition (Resolution 11) or Resolutions 9, 13 and 14. However, if approved, the
transactions contemplated by Resolutions 9, 11, 13 and 14 could impact our assessment of whether
the Elect Acquisition is fair and reasonable to the Non-Associated Shareholders. Therefore we have
considered the financial impact of Resolutions 9, 11, 13 and 14 in assessing whether the Elect
Acquisition is fair.

2.2 Basis of Evaluation

As there is no legal definition of the expression fair and reasonable in the Act, we have therefore
considered guidance provided by ASIC in its Regulatory Guides (‘RG’) in assessing whether the
Proposed Transaction is fair and reasonable to the Non-Associated Shareholders.  ASIC Regulatory
Guide 111 ‘Content of Expert Reports’ prescribes standards of best practice in the preparation of
expert’s reports.

RG111 identifies circumstances where the issue of new securities requiring approval under S611(7) is
comparable to a takeover bid, and recommends that such transactions be analysed using an
interpretation of ‘fair and reasonable’ as if the transaction was a takeover bid under Chapter 6 of the
Corporations Act.

In respect to takeover bids, under ASIC Regulatory Guide 111 an offer is:

Fair, when the value of the consideration is equal to or greater than the value of the securities subject to the takeover offer. The comparison must be made assuming 100% ownership of the target company (i.e. including a control premium);

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Reasonable, if it is fair, or despite not being fair, the expert believes that there are sufficient reasons for security holders to accept the offer in the absence of any higher bid before the close of the offer.

Therefore in forming our opinion as to whether or not the Proposed Transaction is fair and reasonable
to the Non-Associated Shareholders, we have considered and compared the following:

The value of a Biron Share prior to the Proposed Transaction on a control basis to the value of a Biron Share subsequent to the Proposed Transaction on a minority basis; and
The advantages and disadvantages of the Proposed Transaction to the Non-Associated Shareholders.

The Biron Shares have been valued at fair market value, which we have defined as the amount at
which the Shares would be expected to change hands between a knowledgeable and willing but not
anxious buyer and a knowledgeable and willing but not anxious seller, neither of whom is under any
compulsion to buy or sell. Special purchasers may be willing to pay higher priced to reduce or
eliminate competition, to ensure a source of material supply or sales, or to achieve cost savings or
other synergies arising on business combinations, which could only be enjoyed by a special
purchaser. Our valuations of Biron Shares have not been premised on the existence of a special
buyer.

2.3 Reliance on Information

In preparing this report, William Buck has had access to all financial information considered
necessary to provide the required opinion.

In preparing this report and arriving at our opinion, we have considered the information detailed in
Appendix A of this report. In forming our opinion, we have relied upon the truth, accuracy and
completeness of any information provided or made available to us without independently verifying it.

Our procedures and inquires did not include verification work nor constitute an audit or a review
engagement in accordance with the standards issued by the Auditing and Assurance Standards
Board (AUASB) or equivalent body and therefore the information used in undertaking our work may
not be entirely reliable.

This report is based upon financial and other information provided by Biron, Elect and Superion. We
have considered and relied upon this information. We have no reason to believe that any material
facts have been withheld from us but do not warrant that our inquires have revealed all the matters
which an audit or extensive examination might disclose. The statements and opinions included in this
report are given in good faith, and in the belief that such statements and opinions are not false or
misleading.

Drafts of this report were provided to Biron for confirmation of factual accuracy.

2.4 Current Market Conditions

The opinion of William Buck is based on prevailing market, economic and other conditions at the date
of this report. Conditions can change over relatively short periods of time. Any subsequent changes in
these conditions could impact upon our opinion. We note that we have not undertaken to update our
report for events or circumstances arising after the date of this IER other than those of a material
nature, which arise before the Proposed Transaction is approved, and which would impact upon our
opinion.

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2.5 Individual Circumstances

This IER constitutes general financial product advice only and in undertaking our assessment, we
have considered the likely impact of the Proposed Transaction to the Non-Associated Shareholders
as a whole. We have not considered the potential impact of the Proposed Transaction on an
individual Non-Associated Shareholder. Individual Non-Associated Shareholders have different
financial circumstances and it is neither practicable nor possible to consider the implications of the
Proposed Transaction on individual Non-Associated Shareholders.

The decision of whether or not to accept the Proposed Transaction is a matter for each Non-
Associated Shareholder based on their own views of the value of Biron and expectations about future
market conditions, Biron’s performance, risk profile and investment strategy. If Non-Associated
Shareholders are in doubt about the action they should take in relation to the Proposed Transaction,
they should seek their own professional advice.

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3. Profile of Biron

3.1 Background

Biron previously operated as a wholesaler and retailer of Apparel and was listed on the ASX.

The Company’s Shares have been suspended from trading on the ASX since the Company
encountered financial difficulties in 2006. The Company continued to operate an apparel business
until an Administrator was appointed to the Company in   July 2010. A Deed of Company
Arrangement was entered into in September 2011 and control of the Company was returned to the
Directors.

Following the retirement of the Administrator, the Company has remained suspended from trading on
the ASX. The Directors have been looking for new business opportunities for Biron and in May 2015
executed the Heads of Agreement to purchase Elect. A Heads of Agreement to purchase Superion
was entered into in August 2015.

Further detailed information on the history of the Company is included in the table below:

Date	Description
`March 1984`	`Biron was incorporated.`
`September 2005`	`Biron acquired the business assets of the Ed Harry Menswear retail chain through its` `wholly owned subsidiary EDH Limited (‘EDH’) and 100% of the issued share capital of` `Physico Clothing Company Pty Ltd (‘PCC’).`
`June 2006`	`In mid-2006 Biron encountered significant financial difficulties with its intended apparel` `business plan. On 13 June 2006, the Company requested that the ASX halt trading the` `Company's Shares when it became apparent that certain banking covenants were not` `likely to be met. The Shares were suspended from trading on 15 June 2006, and` `continue to be suspended. The Company consequently ceased operating PCC and` `appointed a Voluntary Administrator to that subsidiary on 23 August 2006.`
`November 2006`	`Concurrently, the secured lender, Westpac Bank Limited, appointed Receivers and` `Managers and on 17 November 2006 it was resolved that the Company execute a Deed` `of Company Arrangement (‘DOCA’), which was signed by the Directors on 8 December` `2006, and control of the Company was returned to the Directors around 21 December` `2006.`
`January 2007 to` `July 2010`	`From January 2007 until July 2010 the Company continued in the apparel business,` `and the Company continued to be suspended from the ASX.`
`July 2010`	`Due to the non-completion of the refinancing of the Apparel business the Company was` `again placed into administration on 14 July 2010, with Giovanni (John) Carrello` `appointed as the Administrator. During the period of 14 July 2010 until 8 September` `2011, the Company was controlled by the Administrator.`
`November 2010`	`Subsequently on 8 November 2010 the Company’s Administrators executed a further` `DOCA, which was subject to a deed of variation dated 14 April 2011, which provided full` `and final settlement of creditors’ claims against the Company.`
`June 2011`	`Pursuant to the DOCA, an amount of $273,200 was paid to the Creditor’s Fund and the` `Administrator authorised the issue of 195,000,000 Shares on 16 June 2011. These` `195,000,000 Shares were originally issued to George Karafotias, as he was the party to` `receive Shares pursuant to the DOCA, however some were immediately transferred to` `the parties (Karafotias nominees) that provided him with the funds to make the payment` `under the DOCA.`

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Date	Description
`August 2011`	`In addition, the DOCA outlined that the holders of convertible notes were to receive` `31,900,000 Shares in satisfaction of the debt owing to them under those convertible` `notes. These Shares were duly authorised to be issued by the Administrator and issued` `on 15 August 2011. The Company was advised that the Administrator undertook these` `actions pursuant to his power granted to him under Section 444G of the Corporations` `Act. Shareholder approval was not obtained in relation to the issue of any Shares under` `the DOCA, as the Administrator did not consider that he was obligated to seek such` `approvals as he was authorised to settle with the creditors of the Company under the` `powers granted to the Administrator under the Corporations Act.`
`September 2011`	`The DOCA was fully effected and on 8 September 2011, the Administrator retired and` `notified ASIC, and the Company was removed from administration. After 8 September` `2011, the Company was returned to the control of the Directors.`
`March 2012`	`On 30 March 2012, a further 20,750,000 Shares were issued to a number of investors` `as a placement as a commencement of another attempted re-capitalisation. These` `Shares were issued under the mistaken belief that the Directors had capacity under` `Listing Rule 7.1.`
`March` `2012` `to` `January 2015`	`During the period March 2012 until January 2015 ASIC and ASX outlined a number of` `conditions to resolve all the outstanding breaches and issues within the Company and` `before any reinstatement to the ASX.`
`January 2015`	`After a period of inactivity on the 27 January 2015 a Special General Meeting was held,` `to approve the undertaking of a selective reduction of capital and cancellation of the` `following Shares that were incorrectly issued:` • `195,000,000 Shares issued under the DOCA on 16 June 2011;` • `31,900,000 Shares issued to convertible note holders upon conversion of their` `convertible notes on 15 August 2011; and` • `20,750,000 Share issued to a number of seed investors on 30 March 2012.`
`January 2015`	`Also on 27 January 2015, a General Meeting was held to approve the correct reissue of` `the cancelled Shares. In addition the meeting also approved the issue of a further` `48,750,000 shares from the placement in March 2012. The company also issued a` `further 81,000,000 Shares approved at the meeting for Directors, Consultants, Service` `Providers, Advisors and Creditors.`
`April 2015` `The shares approved at the General Meeting in February were issued. This included:` • `Issue of 9,800,000 Shares at $0.0015c per share to related party – George` `Karafotias or Nominee;` • `Issue of 185,200,00 Shares at $0.0015c per share to DOCA creditors;` • `Issue of 31,900,000 Shares to convertible note holders; 7,500,000 at $0.02c` `and 24,400,000 at $0.05c per Share;` • `Issue of up to 69,500,000 Shares at $0.005 per Share;` • `Issue of 40,000,000 Shares at $0.0025 per Share pursuant to capital raising;` • `Issue of 3,000,000 Shares at $0.05c per Share to related party – Christopher` `Botica;` • `Issue of 3,000,000 Shares at $0.05c per Share to related party – Peter` `Angelakos;` • `Issue of 30,000,000 Shares at $0.0025c per Share to Consultants, Service` `Providers and Creditors; and` • `Issue of 5,000,000 Shares at $0.0025c per Share to Sanlam Private Wealth` `Pty Ltd trading as Calibre investment.`
`May 2015`	`Biron executed a Heads of Agreement to purchase Elect.`
`August 2015` `Biron executed a Heads of Agreement to purchase Superion.`

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3.2 Capital Structure

The share structure of Biron as at 30 June 2015 is outlined below:

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*13,400,000 Shares held by Heyington Consulting Pty Ltd include the 9,800,000 Shares issued to Mr
George Karafotias or nominee, who is a Director of the Company. Mr Karafotias subsequently
nominated these Shares to Heyington Consulting. These Shares may be cancelled if Resolution 5 to
the NOM is not approved.

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3.3 Financial Position

Included in the table below is a summary of Biron’s Financial Position at 30 June 2014 and 30 June
2015.

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We have sourced the following information from the notes to the financial statements:

The cash at 30 June 2015 has been raised through the issue of the Converting Loan Agreements. The Converting Loan Agreements that had been entered into as at 30 June 2015 are summarised below.
Other current assets include a $200k refundable deposit paid to Elect as part of the Heads of Agreement with Biron.
Current borrowings include the issue of the Converting Loan Agreements. At 30 June 2015, the Company had raised:
$45,000 through Converting Loan Agreements that have a conversion price of $0.10 per Share; and
$287,500 through Converting Loan Agreements that have a conversion price $0.125 per Share.

==> picture [181 x 23] intentionally omitted <==

The non-current borrowings at 30 June 2014, have largely been converted to equity as outlined in the following table:

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Movement of $2,227,500 in Shareholders equity between FY14 and FY15 is attributable to the conversion of $2,010,000 in debt to equity as outlined above, plus further equity issues to settle liabilities incurred in FY15 of $217,500 as outlined in the table below:

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3.4 Financial Performance

Included in the table below is a summary of Biron’s Financial Performance for the financial years
ending 30 June 2014 (‘FY14’) and 30 June 2015 (‘FY15’).

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Biron does not currently own an operating business and has no revenue generating interests or
activities.

The increase in administration expenses in FY15 related to expenses incurred in relation to entering
into the Proposed Transaction.

==> picture [181 x 23] intentionally omitted <==

4. Overview of Australian Hay Industry

4.1 Introduction

Elect owns the JCT business. JCT specialises in processing, packaging and transporting hay
products.

JCT produces oaten hay, wheaten hay and wheaten straw, and focusses on the North Asian markets.
Their main traditional markets have been Japan and Taiwan, however they have recently expanded
into Korea and China.

In preparing this IER, we have given consideration to the Hay and Other Crop Growing industry’s past
performance and future outlook in Australia, as well as the demand both nationally and internationally.

4.2 Hay and Other Crop Growing in Australia

Overview

The Hay and Other Crop Growing industry in Australia is comprised of the following products:

Lucerne (alfalfa) hay – the largest portion of the industry and makes a popular feed for dairyproducing capital, beef cattle, horses and sheep;
Pasture hay – made from ground cover (such as grasses and herbs) grown naturally in a field. It tends to be produced in areas with high rainfall and has expanded as a share of industry revenue over the past five years, due to improved pasture conditions; and
Cereal hay – specifically grown from crops such as wheat, oats and barley and requires a substantial amount of fertiliser to produce. It has a limited supply, and high cost, and has declined as a portion of industry revenue over the past five years.

Oaten hay is a type of cereal hay, which JCT processes for export.

The performance of the industry’s hay-growing segment is contingent on rainfall patterns, prices,
domestic demand, exchange rates and growing conditions overseas. The total market represented
A$1.4 billion in industry revenues, broken up as follows:

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Source: IBISWorld Industry Report AO159, Hay & Other Crop growing in Australia, February 2015

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Major Markets

Livestock industries use hay and silage crops to use as feed. Demand from livestock industries is volatile because it is dependent on weather conditions and the relative price of alternative feedstock such as grain;
Food manufacturers are an important market for some of the industry’s niche products such as ginger and poppy seeds;
Produce wholesalers include seed wholesalers and lavender growers (who sell output to fresh flower markets, but also to oil extractors); and
Exports, which are largely made up of hay products.

Industry revenue of A$1.4 billion during 2014/2015, is forecast to be derived from the above market
segments as follows:

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Source: IBISWorld Industry Report AO159, Hay & Other Crop growing in Australia, February 2015

Current Performance and Outlook

The Hay and Other Crop Growing industry has encountered difficult trading conditions over the past
five years due to weather conditions, with industry revenue projected to have declined by 11.2%
(annualised over the five years through 2014-15) to $1.4 billion.

Industry revenue is forecast to grow, however, at an annualised 4.6% over the five years through
2019-20, to reach $1.7 billion. Rising demand for quality beef among a growing Asian middle class is
projected to boost the market (as a downstream market) and indirectly reinforce demand for hay feed.

Operating costs of the industry as a whole, are forecast to rise, as the Murray-Darling Basin plan is
expected to increase water costs. The Murray–Darling Basin plan seeks to limit water use at
environmentally sustainable levels, by determining limits for both surface and ground water. The
implementation of the plan came into effect in 2012, but is being rolled out over a seven year period.
These factors are anticipated to have an overall effect of weakening profit in the industry over the five
years through 2019-20. However, these changes are not expected to impact JCT as its suppliers are
not dependent on irrigated water supplies.

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Key Demand, Drivers and Threats

Weather conditions

Demand for hay domestically tends to peak during adverse weather conditions. Hay and other crop
output is dictated by weather patterns, as farmers rely on favourable rainfall to ensure a high crop
yield. When drought or flooding occurs, this reduces total crop yield, and the quality of harvested
crops. At the same time, increased demand from livestock industries for hay, as a substitute for grain
feedstock, during drought can boost demand and prices of hay.

El Nino and La Nina events, which induce drier and wetter seasons respectively, create large
fluctuations in weather patterns in Australia. The Bureau of Meteorology remains on El Nino alert,
meaning drier conditions are possible throughout Eastern Australia for 2015 and beyond. This will
create poorer growing conditions, but greater demand for hay products.

Demand for quality beef

Feedlot operators use hay in feedstock given to livestock to finish (i.e. fatten) them before cattle are
slaughtered. Feedlots represent a key downstream market for industry produce.

Demand from beef cattle feedlots is projected to increase slightly in 2014-15.

Domestic price of wheat feed/substitute

The price of wheat feed influences the level of demand for hay and other fodder grown by the
industry. Wheat feed can act as a substitute for hay, particularly during times of hay shortages. The
domestic price of wheat feed has fluctuated for much of the past five years, with livestock farmers
buying hay when wheat prices were high.

The global price of wheat feed is forecast to decline into 2016.

Trade-weighted index

The value of the Australian dollar, as captured by the trade-weighted index, affects the global price
competitiveness of industry goods. A high Australian dollar reduces the competitiveness of hay and
crop exports, prompting buyers to look to cheaper producers in other countries. Equally, a low
Australian dollar improves the competitiveness of exports, helping to boost demand and therefore
revenue.

The trade-weighted index is forecast to weaken into 2016, which supports the cost competitiveness of
exports and provides an opportunity for increased demand.

International demand

Exports of hay and straw have shown significant growth during the past 15 years. These exports are
primarily to Japan, Taiwan and Korea. However China and the UAE are taking increasing tonnages of
Australian hay.

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4.3 Exports

Over the past 25 years, Australia has exported hay to well over 50 countries, however the bulk of
exports are taken by a small number of markets in Asia. For the past 5 years, Japan has been the
industry’s largest export market, and Australia has been the second largest hay exporter to Japan
after the United States (‘US’). Japan continues to be a valued customer for Australian hay, however
China has emerged as an important new market for Australian fodder. Growth in the demand for
Australian oaten hay has seen exports to China more than double each year since 2012, without any
signs of slowing. This growth in Chinese demand for fodder represents the first significant opportunity
for expansion of Australian hay exports in over a decade.

The majority of Australia’s exported hay is produced in Western Australia and Southern Australia, with
Victoria being the third largest exporting state. In recent years total annual Australian export volumes
of hay and straw have been between 700,000 and 800,000 tonnes per annum.

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Source: http://www.afia.org.au/index.php/2013-04-22-05-37-59/2013-04-22-05-42-55/export-statistics/19-australian-hay-andstraw-exports:

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The chart below represents the countries the industry exports to in 2014/15, with total revenues of
$182.9m.

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Source: IBISWorld Industry Report A0159: Hay and Other Crop Growing in Australia February 2015

Oaten hay is Australia’s primary fodder export product. Typically lucerne hay is the most widely
exported fodder commodity worldwide, thus providing Australian exporters with a point of difference.
Hay is assessed, graded and acquired based on its moisture content, protein levels and texture.
Premium grade crops may be able to demand a higher price.

Australia does export other fodder products such as wheaten hay, barley hay, cereal straw, lucerne,
vetch and rhodes grass, however in total, this would usually represent less than 20% of total exports.

Industry regulation is light, but hay farmers do need to provide buyers with a formal declaration that
specifies any chemicals that were used in growing the hay. Australian hay is therefore generally
considered a healthier option compared to its global competitors.

Exports to Japan

Australia is the second-largest hay exporter to Japan after the United States. Exports to Japan have
slowed in the past 5 years due to the decline of beef and dairy cow numbers, and the devaluation of
the Japanese Yen. Japan is generally regarded as a mature market; very consistent and stable but
with limited opportunities for growth.

History of exports to Japan:

2011 – 494,903 tonnes
2012 – 449,117 tonnes
2013 – 512,600 tonnes
2014 – 443,619 tonnes (to the end of November)

Exports to Korea

Korea has been a good market for Australian hay in recent years, and has both grown in value, and
provided a good alternate market to Japan. This market has a strong focus on the dairy industry and
typically takes lower price, mid quality hay.

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History of export to Korea:

2011 – 125,477 tonnes
2014 – 160,134 tonnes (to the end of November)

Exports to Taiwan

Taiwan is a mature and well educated market for Australian hay with preference for high quality hay,
both oaten and wheaten, and high analysis results. The key customer in Taiwan is the dairy industry.

History of export to Taiwan:

2011 – 40,345 tonnes
2014 – 46,601 tonnes (to the end of November)

Export to China

The past three decades have seen both dairy production and consumption in China soar, averaging a
12.8 percent annual growth rate since 2000. China’s self-sufficiency in milk production has been
declining rapidly in the past years, and dairy consumption is expected to increase 38 percent by 2022.
Australia is currently seeing the emergence of China as an important customer for the Australian
export fodder industry.

The 2008 melamine scandal damaged Chinese consumers’ confidence in domestic dairy products
and created a large opportunity for foreign firms. The Chinese government responded by pushing for
further consolidation of the dairy industry and dairy production—actively demanding the creation of
large-scale milk production units and sourcing from large farms. Large-scale industrialised production
has rapidly increased the demand of cattle feed for both dairy and beef production. Hay, especially
alfalfa, is a major source of protein for cows and makes up 40% to 50% of the dry feed used in
China’s industrial dairy production.

In 2012, 460,244 tons of alfalfa were imported to China, a 59% increase from 2011. The US
accounted for nearly 95% of China’s imports valued at $174 billion. The remaining 5% came from
Australia and Canada.

In 2014 over 600,000 tonnes of alfalfa was imported into China from the US. Imports of Australian
oaten hay are much more modest but have shown consistent growth in recent years, as follows:

2011 – 13,836 tonnes
2012 – 18,000 tonnes
2013 – 46,000 tonnes
2014 – 114,000 tonnes (to the end of November)

The Chinese government and Chinese companies are also investing in overseas alfalfa production.
Chongqing Foreign Trade Corporation (CFTC) recently acquired 1.9 million acres of land in Sudan to
grow alfalfa because it can be harvested several times a year. In 2011, Tianjin State Farms
Agribusiness Group Company also invested in Bulgaria to rent 100,000 acres of land to grow corn
and alfalfa feed for China.

The chart below illustrates the level of growth in exports to Japan, Korea, Taiwan and China.

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Numbers sourced from article ‘Export Oaten Hay – Opportunity for Grain Growers’ published 25.02.2015 by Darren Keating (Australian Fodder Industry Association) do not reflect a full year, 2014 data is up to 30 November.

Export to UAE

Currently, the largest country in the Middle East by import volume is the United Arab Emirates. Some
countries have, and others soon will, stop growing forage crops to save water. Most countries are
doing this over time, therefore demand for imported forage is increasing. The number of animals in
the region is high and includes dairy cattle, beef cattle, camels, sheep and goats, and all are looking
for forage to consume. This Middle East market seems to have upside potential and will likely have
higher demand into the future.

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5. Profile of Elect

5.1 Background

On 23[rd] February 2015 Elect acquired, through an asset purchase agreement, the business of JCT
from Wisma Enterprises Pty Ltd. (‘Wisma’). Upon completion of the acquisition, 100% control of the
business was transferred to Elect.

Elect acquired the plant and equipment, intangible assets and inventory from the vendors of JC
Tanloden Pty Ltd for a total purchase price of A$4.88 million.

The Lease of Real Estate for the plant held by Elect has a six year term from 23 February 2015, with
the option to renew for an additional four years.

The Shareholders of Elect are Gavin Xing and Kellie Anne Barker.

Business Location and Strategy

The JCT business specialises in processing, packaging and transportation of hay products
exclusively for export into Japan, China, South Korea and Taiwan. The business has an operating
history spanning over 20 years in regional Victoria.

The business operates from one plant in Bendigo, Victoria. The Bendigo site provides a central
location to many of the bulk hay suppliers in the South-Eastern region of Australia and good road
transport access to the Port of Melbourne.

The key competitive advantages of the JCT business include the following:

Type of hay: Oaten hay constitutes 90-95% of hay products produced by JCT, with the remainder being wheaten hay or wheaten straw. Oaten hay is an annual grass cereal predominantly used as a feed source for dairy cattle and is known for its ability to increase milk production in cows. This is a strong factor underlying the demand for oaten hay in China, where there is no access to this type of hay domestically.
Customer base: JCT has established relationships with a number of large hay importers throughout Asia. Accordingly, the business is well positioned to capitalise on the growing demand for oaten hay from China.
Export licence: The business has an established export licence. The lack of an appropriate licence is a key barrier to many hay businesses exporting to Asia as there are rigorous requirements that must be satisfied before an export licence is granted.
Flexible service: The business acts as a niche supplier to a number of large Asian dairy farmers, as the business is able to provide the flexibility that many larger suppliers cannot with regard to packaging, delivery and the quality and size of orders.

5.2 Customers

The largest customer is a large Asian dairy farmer that constitutes approximately 35% of JCT’s
current revenue levels.

The business also has other large clients based in Japan and Taiwan, some of whom have been with
the business for up to ten years. The business has recently expanded its business into Korea and
China.

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JCT management have represented that historically the business has not been able to meet the
potential demand arising from its customer base, as it has not had the funds or management depth to
significantly expand its production capacity.

5.3 Capacity

The Company produced 16,200 tonnes and 18,300 tonnes of hay in the 2014 and 2015 financial
years respectively. However, the plant has the capacity to produce 60,000 tonnes of hay annually as
it owns a double compress machine from the United States. Therefore the JCT business has
significant capacity to increase harvest volumes on the current Bendigo site.

5.4 Supply of hay

JCT currently purchases most of its hay from approximately 30 farmers, although the business has a
database of over 200 farmers that can supply the business with hay for processing. JCT’s onsite
storage facility has the capacity to store 10,000 tonnes of hay. The balance of the unprocessed stock
is stored by suppliers for a fee and is delivered to the plant throughout the year on as needs basis.

The table below details the seasonality and description of activities during the annual hay cycle:

`February/ March`	• `Start to consult farmers for preferred varieties and quantities of hay for the` `next harvest;` • `Enquire about pre-season contracts; and` • `Implement repairs and maintenance to storage and hay making equipment`
`May/June`	• `Farmers will prepare for sowing and do so before mid-June.`
`October/November`	• `Harvest time, the hay is cut, conditioned and transported to JCT; and` • `JCT processes, performs quality control tests, packs and either stores or` `exports the hay.`

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5.5 Financial Performance of the JCT Business

Included in the table below are the special purpose financial statements of the JCT business for FY14
and FY15. The EBITDA results relate to the JC Tanloden business, formally owned by Wisma
through to 23 February 2015, and thereafter owned by Elect. These financial statements have been
reviewed by William Buck (Audit) Vic Pty Ltd.

We note that the actual financial performance of Elect since it acquired the JCT Business is included
at Section 4.9 of this report.

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We make the following comments in relation to JCT’s Financial Performance:

The increase in revenue in FY15 is a result of more hay being purchased for processing.
The business exports all of its hay to Asia, as higher prices can be achieved relative to selling the hay domestically. Hay prices in Australian dollar terms have remained relatively stable, despite the declining value of the Australian dollar, as overseas customers expect to share the benefit of any favourable exchange rate variances.
A key driver of revenue per tonne is the quality/ grade of the hay, which is determined by the measure of sugar or water-soluble carbohydrates and fibre content. In the future, Elect plans to grow the business in the China market, where prices tend to be lower, but there is a wider range of product specifications. Shipping costs to China are also generally more competitive relative to other Asian destinations.

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Other than the purchase of the hay, the biggest cost for the business is logistics freight. Land transport from the plant to port can require numerous deliveries depending on the size of the order.
The business has been focusing on controlling expenditure through better organisation and management of the logistics and production processes in order to improve productivity and efficiency. This has been the key driver behind the decrease in administration and repairs and maintenance costs in FY15.

5.6 Financial Performance of Elect

Included below is the actual financial performance of Elect FY14 and FY15.

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We note that the change in financial performance from FY14 to FY15 is as a direct result of the
acquisition of the JCT business, in February 2015.

Revenue reflects the period from February through to June 2015.

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5.7 Financial Position

The Statement of Financial Position of Elect at 30 June 2015 is summarised in the table below.

As the business of JCT was acquired by Elect in February 2015, there are no comparable balances
for the JCT business.

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We make the following comments in relation to the Statement of Financial Position:

Cash holdings have been generated from the operations of the JCT business since it was acquired in February 2015;
Inventory holdings at 30 June 2015 are reflective of average inventory holdings. JCT’s inventory levels tend to peak in November/December following the harvest. Post June, stock levels start to reduce in advance of the next harvest.
Current borrowings include the deposit paid by Biron for the purchase of Elect of $200k, a commercial bill that is a revolving facility (reviewed annually), of $1,545k, an asset finance loan of $252k, vendor finance loan which matures in 12 months of $1,219k and a Shareholder loan repayable at call of $995k; and

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Non-current borrowings of $427k that represents the balance of the asset finance loan.

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6. Profile of Superion

6.1 Background

Superion was formed in late 2013 and currently does not have any business operations.

Superion was established with the intention of commencing a hay processing business, firstly in WA
and then expanding to SA and NSW. Superion has put in place an option to lease land near
Geraldton WA with the intention of building a processing plant in 2016, subject to the successful
completion of the Proposed Transaction and the completion of a favourable feasibility study. Superion
is also considering the lease of farming land for the growing of hay for some of the feed to the
production plant. Superion also has the future intention of leasing suitable farming land on which
agricultural products could be grown and then on sold to Asia.

Superion previously held a real estate licence in Victoria and is in the process of reapplying for a
licence in Victoria along with applying for licences in WA and NSW. It is planned that these licences
will allow better access to the purchase and leasing of farming land.

Superion presently does not have any interests in land, other than an option to lease land from
landowners in the City of Greater Geraldton to build the hay production plant. The completion of the
lease is subject to a number of conditions, which include:

Confirmation by the ASX that Biron is re-listed on the ASX and its suspension lifted;
A formal lease agreement is entered into by the Parties after re-listing of Biron; and
Biron completes a minimum $3,500,000 capital raising.

6.2 Financial Performance

Included in the table below is a summary of Superion’s Statement of Financial Performance since it
was incorporated. The financial performance reflects that Superion does not have any business
operations.

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6.3 Financial Position

Included in the table below is a summary of Superion’s Statement of Financial Position at 30 June
2014 and 2015.

As outlined above, the business does not have any material interests in any assets.

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6.4 Corporate and Capital Structure

The current shareholders of Superion are:

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7. Overview of Biron Prior to the Proposed Transaction

7.1 Introduction

If the Proposed Transaction is approved, Biron plans to undertake the Proposed Placement and re-list
Biron on the ASX.

7.2 Pro forma Statement of Financial Position

The pro forma financial position of Biron, prior to and post the Proposed Transaction is summarised in
the table below. We have also shown the impact of the Proposed Placement.

The pro forma financial position shows that the Proposed Transaction is expected to decrease the net
tangible asset deficiency per Share. The Proposed Placement would be expected to further improve
the net tangible asset value per Share.

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The above pro-forma Statement of Financial Positions have been prepared on the basis of the
following assumptions:

Pro Forma Financial Positions of Biron Post Proposed Transaction and Pre Proposed Placement

Biron acquiring a 100% interest in Elect for a consideration of 20,000,000 ordinary Shares at an issue price of $0.20 per Share.
Biron acquiring a 100% interest in Superion for a consideration of 10,000,000 ordinary Shares at an issue price of $0.20 per Share.
The acquisition of Elect has been accounted for as a reverse acquisition per AASB 3 “Business Combinations” and the acquisition of Superion has been accounted for as a share based payment under AASB 2 “Share-based payment”.
The initial capital raised of $587,500 through the Converting Loan Agreements is converted to issued capital in Biron at the share price stipulated in each of the Converting Loan Agreements.
The Company expects that total costs of the Proposed Transaction will be $444,361 of which $144,361 was expensed prior to 30 June 2015. Therefore the pro forma Statement of Financial Position includes the recognition of a further $300k of costs associated with the Proposed Transaction.
The Biron Shares have been consolidated on the basis that every 50 Shares be consolidated into one Share.

Pro Forma Financial Positions of Biron Post Proposed Transaction and Post Proposed Placement

Biron acquiring a 100% interest in Elect for a consideration of 20,000,000 ordinary Shares at an issue price of $0.20 per Share.
Biron acquiring a 100% interest in Superion for a consideration of 10,000,000 ordinary Shares at an issue price of $0.20 per Share.
The acquisition of Elect has been accounted for as a reverse acquisition per AASB 3 “Business Combinations” and the acquisition of Superion has been accounted for as a share based payment under AASB 2 “Share-based payment”.
The initial capital raised of $587,500 through the Converting Loan Agreements is converted to issued capital in Biron at an assumed fair value of $0.20 per share.
The Company expects that total costs of the Proposed Transaction will be $444,361 of which $144,361 was expensed prior to 30 June 2015. Therefore the pro forma Statement of Financial Position includes the recognition of a further $300k of costs associated with the Proposed Transaction.
Proposed Placement occurs with minimum and maximum capital raisings of $3.5 million and $5 million respectively. The pro forma Financial Position of Biron after the Capital Raising, also takes into account:
$280k and $405k of associated capital raising costs under the minimum and maximum capital raisings respectively and
The repayment of $200k of in trade payables of Biron and Elect.

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The Biron Shares have been consolidated on the basis that every 50 Shares be consolidated into one Share at fair value of $0.20 per share.

7.3 Pro forma financial performance

The earnings of Biron after the Proposed Transaction are expected to include:

The earnings contribution of the JCT business; and
Annual costs of operating Biron as a listed company of approximately $500k per annum;

Superion does not currently having any business operations and therefore not being expected to
contribute to the operating results of Biron in short to medium term.

7.4 The longer term plans of the Company

The Directors of Biron have identified significant opportunities to expand and grow the JCT business
to further capitalise on the increasing demand for oaten hay arising from China.

Biron plans to use the proceeds from the Proposed Placement to provide working capital to upscale
JCT’s hay business from approximately 20,000 tonnes of processed hay in 2016 to approximately
50,000 tonnes of hay in 2017.

The Directors have longer term plans to significantly grow the production capacity of the JCT
business. In order to achieve this growth, Biron will need to fund and build further hay processing
plants. It is planned that Superion will lease properties on which these further plants may be
constructed. The plan is for Superion to lease properties in WA to de-risk the Company from the hay
supply risks (such as whether, disease and quality of hay) from operating from just one geographic
location.

Superion has identified the Geraldton and Midwest region of WA as one of the most prospective
areas in which to expand the business, as this region is conducive to good hay growing and is located
in reasonable proximity to Geraldton’s port facilities.

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8. Valuation Methodologies

8.1 Selection of Valuation Methodologies

RG111 outlines the appropriate methodologies which an expert should generally consider when
valuing assets or securities for the purposes of, amongst other things, takeovers, schemes of
arrangement, selective capital reductions, related-party transactions and share buybacks.

These include:

the discounted cash flow (‘DCF’) methodology and the estimated realisable value of any surplus assets;
the application of earnings multiples appropriate for the businesses or industries in which the company or its profit centres are engaged, to the estimated future maintainable earnings or cash flows of the company, added to the estimated realisable value of any surplus assets;
the amount that would be available for distribution to security holders on an orderly realisation of assets;
the quoted price for listed securities, when there is a liquid and active market and allowing for the fact that the quoted price might not reflect their value, should 100% of the securities be available for sale; and
any recent genuine offers received by the company for any business units or assets as a basis for valuation of those business units or assets.

Appendix C provides further detail in relation to the various valuation methods that are commonly
used to assess the fair value of businesses and shares in companies. The selection of which methods
are the most appropriate in any situation rests with the circumstances of the particular case.

Appropriate valuation methodologies in respect of Biron prior to the Proposed Transaction are
discussed below.

8.2 Valuation Methodology of Biron prior to the Proposed Transaction

We consider that the net asset backing methodology is the appropriate methodology to value Biron
prior to the Proposed Transaction because Biron:

Does not have a trading business;
Has made sustained losses; and
Is close to liquidation.

We will cross-check the valuation that we have derived of Biron prior to the Proposed Transaction
with recent transactions in the Company’s shares.

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8.3 Valuation Methodology of Biron post the Proposed Transaction

Post the Proposed Transaction, Biron is expected to own the business operations of JCT, which is a
profitable business.

Therefore, in our opinion, the most appropriate method for determining the value of Biron post the
Proposed Transaction, is the capitalisation of earning market-based method. This is because the
Future Maintainable Earnings (‘FME’) multiplied by an appropriate earnings multiple is a suitable
valuation method for businesses are expected to trade profitably into the foreseeable future.

We have selected EBITDA as a suitable measure of earnings because earnings multiples based on
EBITDAare less sensitive to different financing structures and effective tax rates than profits after tax.

We did not consider the DCF method to be appropriate to value Biron post the Proposed Transaction,
as the application of this method generally requires cash flow forecasts for a minimum of five years,
which we did not have access to.

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9. Valuation of Biron Prior to the Proposed Transaction

9.1 Net Tangible Asset Valuation of Biron

As mentioned in Section 7.2, we consider the net asset methodology to be the most appropriate
methodology to value Biron. As Biron has a net tangible asset deficiency at 30 June 2015, a valuation
based on net assets would result in a nil valuation.

9.2 Recent Capital Raising

We have also had regard to the recent share issues that have been undertaken by the Company as
outlined in section 3.3. The Company has issued 377,400,000 Shares to settle outstanding liabilities
In our opinion, the conversion terms associated with converting debt to equity in a Company that has
been in Administration, has a net deficiency in assets and no business operations does not provide a
reliable indicator of the value of the Shares. Furthermore, in our opinion, the equity issues to settle
liabilities incurred in FY15 were entered into on the expectation that the Proposed Transaction will
proceed. Therefore, in ouropinion, they do not provide a reliable indication of the value of Biron before the
ProposedTransaction and in the absence of the Proposed Transaction.

9.3 Potential value of the Shell

Historically, investors have often placed some value on a “listed shell”, which is a term commonly
used for listed public companies that have no significant business operations or assets. Values of
$500k to $1 million have been attributed to some of the better quality shells. The value relates to the
perceived time and cost benefits from using the listed shell to undertake a backdoor listing of a
business on the ASX.

Biron has been suspended from trading on the ASX for approximately 9 years. On 1 January 2014,
ASX adopted a policy to remove from the official list any entity whose securities have been
suspended from trading for a continuous period of three years.  Under the transitional arrangements
for this policy, if an entity’s securities had been continuously suspended as at 1 January 2014 for 12
months or more, the entity will be automatically be removed from the official list on 1 January 2016, if
it has remained in a continuous state of suspension.

The Board are not aware of any other viable business opportunities for Biron at present. Therefore, if
the Proposed Transaction is not approved, it is likely that Biron will be removed from the official list of
the ASX on 1 January 2016.  If this occurs, the Company is unlikely to be able to continue as a going
concern and the Directors expect that a Liquidator would be appointed.

On this basis, we do not consider it reasonable to apply any value to Biron’s shell.

9.4 Valuation of Biron prior to the Proposed Transaction

In our opinion, the value of Biron’s Shares have no value in the absence of the Proposed Transaction.
Therefore we have valued the Shares before the Proposed Transaction at nil.

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10. Valuation of Biron post the Proposed Transaction

10.1 Introduction

As mentioned in section 7.3, we have selected the capitalisation of earnings methodology to estimate
the fair market value of a Biron Share immediately post the Proposed Transaction but prior to the
Proposed Placement.

To derive a valuation of Biron post the Proposed Transaction, we have:

Assessed the maintainable earnings of the Biron business following the acquisition of Elect and Superion;
Deducted net debt to determine to our valuation of Biron on a controlling interest basis per Share; and
Applied a discount for lack of control to determine the value of a Biron Share subsequent to the Proposed Transaction on a minority interest basis.

10.2 Valuation of Biron Business following the acquisition of Elect and Superion

As mentioned in Section 7.3, we consider the FME methodology to be the most appropriate
methodology to use to value the JCT business subsequent to the Proposed Transaction.

The FME methodology estimates the fair market value of a business by capitalising earnings using an
appropriate multiple. To value the business of Elect using the capitalisation of earnings requires the
determination of the following:

An estimation of earnings at the valuation date; and
An appropriate revenue multiple.

Estimate of earnings

Maintainable earnings is generally defined as the level of profits, which, on average, a business can
expect to maintain in real terms.

We have assessed the maintainable EBITDA earnings of Biron subsequent to the Proposed
Transaction to be approximately $1.4 million, having regard to:

JCT business reporting an EBITDA results of approximately $2 million for the year ended 30 June 2015;
The Directors forecasting that the annual costs of operating Biron as a listed company will increase to approximately $600k per annum subsequent to the Proposed Transaction; and
Superion does not currently have any business operations and therefore is not expected to contribute to the operating results of Biron in short to medium term.

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Earnings multiple

In selecting an appropriate earnings multiple to value the JCT business, we have considered:

Trading multiples of comparable publicly listed companies; and
Transaction multiples of comparable company acquisitions that have occurred in the agricultural products and livestock feed industries.

Comparable Companies

We have undertaken a search of comparable listed companies in Australia, United States, Canada,
Asia, Latin America and Europe.

Whist we did not source any companies that directly comparable to JCT the following list are
considered to be the most comparable. We have assessed this with respect to their size, geographic
locations, nature of business activities and client base and/or market. The trading multiples provide
guidance as to an appropriate earnings multiple to be used for valuing JCT.

A brief description of the comparable listed companies selected are included in Appendix D to this
report.

The following trading multiples are based on listed market price, which represents their value on a
minority marketable interest as their last published trading date as at 31 August 2015:

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We make the following comments in relation to the comparable listed companies.

No companies were identified that we consider to be directly comparable to JCT;
None of the companies were listed on the ASX;
With the exception of Prima Agro Limited, the listed companies identified above are significantly larger in size and more diverse than JCT. Larger and more diversified companies tend to trade at higher multiples. Prima Agro Limited was trading at the lowest multiple, at 4.2 times historical EBITDA; and
The high multiple paid for KCFeed Co Ltd, was a reflection of its low profitability levels relative to the size of the business.

Comparable Transactions

The transaction multiples of comparable companies provide guidance as to the price that potential
acquirers might be willing to pay for a controlling interest in a company.

A detailed description of the target companies and transaction comments is included in Appendix E of
this report.

Our observations of controlling multiples paid in comparable transactions worldwide are listed in the
table below:

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None of the target companies identified and included in the previous table were considered to be
directly comparable to JCT in terms of size or business operations.

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Selection of an appropriate multiple

We have selected an EBITDA multiple of 4.0 to 5.0 times to apply to JCT’s assessed maintainable
earnings to derive a controlling interest valuation of JCT.

In selecting this multiple, we have had regard to:

The minimum multiples observed from our comparable company analysis;
The size of the JCT business and its current reliance on one plant and one geographic region for the supply of hay;
The largest customer contributing to approximately 35% of the businesses’ revenue;
The strong demand outlook for Oaten hay in Asia;
JCT’s current relationships with customers in Asia;
The potential reliance on Elect’s vendors for maintaining JCT’s relationships with its Asian customers; and
The opportunity for the JCT business to significantly increase current production levels without significant further investment in plant and equipment.

Enterprise Value of Biron on Controlling Interest Basis

Based on assumed maintainable EBITDA earnings of the business of $1.4 million and an EBITDA
multiple of between 4.0 and 5.0 times EBITDA, this results in an assessed Enterprise Value on a
controlling interest basis is between $5.6 million and $7.0 million as calculated in the table below:

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Equity Value of a Biron Share on a Controlling Interest Basis

In order to derive the Equity value of the business from the Enterprise Value we need to adjust for
surplus assets and deduct net debt.

We have not identified any surplus assets. The Net debt of Biron on completion of the Proposed
Transaction is $3.744 million based on Biron’s pro forma consolidated Statement of Financial Position
as included in Section 7.2 of this IER.

Therefore the Equity value of Biron on a controlling interest basis has been determined to be between
$1.86 million and $3.26 million as calculated in the table below.

There is expected to be 43,065,883 Shares on issue following the Proposed Transaction as outlined
in Section 1.5. Therefore this equates to a value per Share of between $0.043 and $0.076 as outlined
in the table below.

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Equity Value of a Share in Biron on a Minority Interest

The value of Biron that we have determined above represents the value of a controlling interest. As
our valuation is on a controlling interest basis, it includes a premium for control. Typically with 100%
ownership of Shares in a company the Shareholder is able to control:

The composition of the board of directors;
All investment decisions;
The financial structure of the company; and
The nature, timing and amount of dividend payments.

For these reasons, the value of 100% interest is usually, but not always greater than the value of a
non-controlling interest.  Control premiums in Australia have typically been between 20%-40%, which
implies minority interest discounts of between 17% and 28%. We consider a minority discount at the
middle of the range (23%) to be appropriate for determining the indicative value of Biron after the
Proposed Transaction, excluding any premium for control.

Therefore the value of the minority interest holding in Biron after the Proposed Transaction is
determined to be between $0.033 and $0.058 per Share as outlined in the table below:

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11. Qualifications, declarations and consents

11.1 Compliance with Professional Standards

This engagement has been conducted in accordance with professional standard APES 225 Valuation
Services issued by the APESB.

11.2 Use of Report

Our Report has been prepared only for the benefit of the Directors and those persons entitled to
receive the Notice of Meeting in their assessment of the Proposed Transaction outlined in the report.
Our report should not be used for any other purpose. William Buck, nor any member of employee
thereof, undertakes responsibility to any person, other than the Shareholders and the Directors, in
respect of this report, including any errors or omissions however caused.

11.3 Qualifications

William Buck has extensive experience in the provision of corporate finance advice including with
respect to mergers and acquisitions.

William Buck is an authorised representative of William Buck Wealth Advisors (VIC) Pty Ltd which
holds an Australian Financial Services Licence issued by ASIC.

The William Buck personnel responsible for the preparation of this report are Ms Liz Smith and Mr
Tony Hood, who are both Directors of William Buck. Both have many years’ experience in the
provision of corporate financial advice, including specific advice on valuations and mergers and
acquisitions.  Liz Smith also has many years of experience in the preparation of independent expert
reports.

11.4 Information provided to us

We have had discussions with Biron and Elect’s management in relation to the nature of Elect’s
business operations, its specific risk and opportunities, its historical results and its prospects for the
foreseeable future. This information is an important part of information from which we have formed
our opinion. This type of information has been evaluated through analysis, enquiry and review to the
extent practical. However, such information is often not capable of external verification or validation.

Biron is responsible for ensuring that information provided by it or its representatives is not false or
misleading or incomplete. Complete information is deemed to be information which at the time of
completing this report should have been made available to William Buck and would have reasonably
been expected to have been made available to William Buck to enable us to form our opinion.

The information provided to William Buck included forecasts/projections and other statements and
assumptions about future matters (forward-looking financial information) prepared by the
management of Biron. Whilst William Buck has relied upon this forward-looking financial information
in preparing this report, Biron remains responsible for all aspects of this forward-looking financial
information. The forecasts and projections as supplied to us are based upon assumptions about
events and circumstances which have not yet transpired. We have not tested individual assumptions
or attempted to substantiate the veracity or integrity of such assumptions in relation to any forward-

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looking financial information, however we have made sufficient enquiries to satisfy ourselves that
such information has been prepared on a reasonable basis.

Notwithstanding the above, William Buck cannot provide any assurance that the forward-looking
financial information will be representative of the results which will actually be achieved during the
forecast period. Any variations in the forward looking financial information may affect our valuation
and opinion.

William Buck has limited the disclosure of some commercially sensitive information in this report,
including information on projections of future financial performance and specific business strategies.
This request has been made on the basis of commercially sensitive and confidential nature of the
operational and financial information of Biron and Elect. As such the information in this report has
been limited to the type of information that is likely to be regularly placed into the public domain by
Biron.

Drafts of this report were provided to the Directors of Biron and Elect for review of factual accuracy,
as opposed to opinions, which are the responsibility of William Buck alone. Certain changes were
made to the report as a result of the circulation of the draft report. However, no changes were made
to the methodology, conclusions or recommendations made to the Non- Associated Shareholders as
a result of issuing the draft reports.

11.5 Indemnity

In recognition that William Buck may rely on information provided by Biron, Elect and Superion, their
officers, employees, agents or advisors, Biron has agreed that it will not make any claim against
William Buck to recover any loss or damage which Biron may suffer as a result of that reliance and
that it will indemnify William Buck against any liability that arises out of either William Buck’s reliance
on the information provided by Biron, Elect and Superion and their officers, employees, agents or
advisors or the failure by Biron, Elect and Superion, and their officers, employees, agents or advisors
to provide William Buck with any material information relating to the Proposed Transaction.

11.6 Independence and Declarations

William Buck is not aware of any matter or circumstance that would preclude it from preparing this
report on the grounds of independence either under regulatory or professional requirements. In
particular, we have had regard to the provisions of applicable pronouncements and other guidance
statements relating to professional independence issued by Australian professional accounting bodies
and ASIC.

William Buck considers itself to be independent in terms of RG 112: Independence of Experts, issued
by ASIC.

On behalf of Biron, William Buck Audit (Vic) Pty Ltd, has undertaken assurance related services on
Elect in connection with the Proposed Transaction. Otherwise, William Buck, nor any of its related
entities, have not acted for Biron with regard to any matter in the past and we are not aware of any
matters or relationship that could be regarded as capable of affecting our ability to provide an
unbiased opinion in relation to the Proposed Transaction.

Our fee for the preparation of this IER is approximately $25,000-$30,000 plus GST and
disbursements. This fee is not contingent on the outcome of the Transaction. Except for this fee,
William Buck has not received and will not receive any pecuniary or other benefit, whether direct or
indirect, for or in connection with the preparation of this report and accordingly, does not have any
pecuniary or other interests that could reasonably be regarded as being capable of affecting its ability
to give an unbiased opinion in relation to the Proposed Transaction.

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William Buck consents to this report being included with the Notice of Meeting provided to
Shareholders to approve the Proposed Transaction.

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12. Appendices

12.1 Appendix A – Sources of Information

Agreement for the Sale and Purchase of Shares – Superion Property Pty Ltd and Coastal Dairy Supplies Pty Ltd & Midwest Rett Pty Ltd
Biron Apparel, Notice of Meetings, 27 January 2015
Biron Apparel Annual Limited Financial Report for the period ended 30 June 2015
Biron Apparel Limited Trial Balance as at 30 June 2015
Biron Apparel Limited – Convertible Loan Facility Terms
Deed of Company Arrangement November 2010
Deed of Variation to Deed of Company Arrangement
Elect Performance Group Pty Ltd, General Purpose Consolidated Financial Report for the year ended 30 June 2015
Heads of Agreement for Sale and Purchase of Shares of Elect Performance Group Pty Ltd
Heads of Agreement for the Sale and Purchase of Shares of Superion Property Pty Ltd
IBISWorld Industry Report AO159, Hay & Other Crop growing in Australia, February 2015
Lease of Real Estate, Imperial Way Pty Ltd (ACN 006 656 962) ATF J&J Chen Superannuation Fund Trust (ABN 34 150 694 019) (Landlord) and Elect Performance Group Pty Ltd (CAN 107 958 690) (Tenant)
Notice of Annual General Meeting – 2015
RIRDC Publication No. 06/ 002 “Producing Quality Oat Hay”
Standard & Poor’s Capital IQ
Sale of Business Contract: J C Tanloden Pty Ltd (Vendor) and Elect Performance Group Pty Ltd (Purchaser)
Superion Property General Purpose Report for the period ended 30 June 2015
“The New Biron” Investment Presentation, August 2015

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12.2 Appendix B – Abbreviations and Definitions

Term	Definition
`Act`	`Corporations Act 2001`
`APES`	`Accounting Professional and Ethical Standard`
`ASAE`	`Australian Standards on Assurance Engagements`
`ASIC`	`Australian Investments and Securities Commission`
`ASRE`	`Australian Standards on Review Engagements`
`ASX`	`Australian Stock Exchange`
`AUS`	`Australian Auditing Standards`
`Biron or Company`	`Biron Apparel Limited`
`Directors`	`The directors of Biron`
`DOCA`	`Deed of Company Arrangement`
`EBITDA`	`Earnings before interest, tax, depreciation and amortisation`
`Elect`	`Elect Performance Group Pty Ltd`
`FME`	`Future maintainable earnings`
`JCT`	`The business that trades as JC Tanloden`
`k`	`Thousands`
`NOM`	`Notice of Meeting`
`Non-Associated` `Shareholders`	`Those shareholders in Biron whose votes are not to be disregarded in voting on` `the resolutions relating to the Proposed Transaction`
`Proposed` `Transaction`	`The transaction as outlined in Section 1.1 which is the subject of this report`
`Proposed Placement`	`The placement as outlined in Section 1.1 of this report`
`Report`	`This report prepared by William Buck dated 28 September 2015`
`RG`	`Regulatory Guides issued by ASIC`
`RG 111`	`Regulatory Guide 111: Content of Expert Reports`
`RG 112`	`Regulatory Guide 112: Independence of Experts`
`RG 170`	`Regulatory Guide 170: Prospective financial information`
`Section 606`	`Section 606 of the Act`
`Section 611`	`Section 611 of the Act`
`Shareholders`	`The holders of fully paid ordinary shares in Biron`
`Superion`	`Superion Property Pty Ltd`
`Wisma`	`Wisma Enterprises Pty Ltd`
`William Buck , we,` `us, our`	`William Buck (VIC) Pty Ltd ACN 361 680 776`

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12.3 Appendix C – Valuation Methodologies for Businesses and Shares

Discounted Cash Flow (“DCF”) Method

The DCF approach is a technically superior methodology since it allows for fluctuations in future
performance to be recognised. This methodology derives the enterprise value of an entity by
discounting its expected future cash flows.

In applying the DCF valuation methodology consideration must be given to the following factors:

The estimated future cash flows of the business for a reasonable period including an assessment of the underlying assumptions;
An estimate of the terminal value of the business at the end of the forecast period; and
The assessment of an appropriate discount rate that quantifies the risk inherent in the business and reflects the expected return which investors can obtain from investments having equivalent risks.

Capitalisation of Estimated FME

The capitalisation of estimated FME method is useful as a primary valuation technique where the
DCF methodology cannot be used. This method derives the enterprise value of the entity and
requires consideration of the following factors:

Selection of an appropriate level of estimated FME, having regard to historical and forecast operating results and adjusting for non-recurring or non-business items of income and expenditure in addition to any known factors likely to affect the future operating performance of the business;
Profits arising from assets which are surplus to the operations of the sustainable business are eliminated and the assets, net of any liabilities relating thereto, treated incrementally; and
Determination of an appropriate capitalisation multiple having regard to the market rating of comparable companies or businesses, the extent and nature of competition in the industry, quality of earnings, future growth opportunities, asset backing and relative investment risk.

Net Asset Backing Approach

Asset based valuations involve the determination of the fair market value of a business based on the
net realisable value of the assets used in the business.

Valuation of net realisable assets involves:

Separating the business or entity into components which can be readily sold, such as individual business units or collection of individual items of plant and equipment and other net assets; and
Ascribing a value to each based on the net amount that could be obtained for this asset if sold.

The net realisable value of the assets can be determined on the basis of:

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Orderly realisation: this method estimates fair market value by determining the net assets of the underlying business including an allowance for the reasonable costs of carrying out the sale of assets, taxation charges and the time value of money, assuming the business is wound up in an orderly manner. This is not a valuation on the basis of a forced sale where the assets might be sold at values materially different from their fair market value;
Liquidation: this is a valuation on the basis of a forced sale where the assets might be sold at values materially different from their fair market value; or
Going concern: the net assets on a going concern basis estimates the market value of the net assets but does not take into account any realisation costs. This method is often considered appropriate for the valuation of an investment or property holding company. Adjustments may need to be made to the book value of assets and liabilities to reflect their going concern value.

The net asset backing value of a trading company’s assets will generally provide the lowest possible
value for the business.  The difference between the value of the company’s identifiable net assets
(including identifiable intangibles) and the value obtained by capitalising earnings is attributable to
goodwill.

The application of the net asset backing methodology is appropriate where a company:

Is not trading, or
Is making sustained losses or profits but at a level less than the required rate of return, or
Is close to liquidation, or
Is a holding company, or
Holds assets which are liquid.

It is also relevant to businesses which are being segmented and divested and to value assets that are
surplus to the core operating business.  The net realisable assets methodology is also used as a
check for the value derived using other methods.

These approaches ignore the possibility that the company’s value could exceed the realisable value
of its assets.

Share Market Trading History

The application of the price that a company’s shares trade on an organised exchange is an
appropriate basis for valuation where:

The shares trade in an efficient market place where ‘willing’ buyers and sellers readily trade the company’s shares, and
The market for the company’s shares is active and liquid.

In such circumstances, the prices at which shares have traded are regarded as reflective of the
elements included in the definition of “fair market value”.

Recent Share Subscription Prices

The price at which unrelated parties have recently subscribed for shares in a company can be an
appropriate methodology to apply in valuing the issued equity in the company, if those prices were

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paid in freely negotiated transactions in an open and unrestricted market between knowledgeable,
willing, but not anxious, parties acting at arm’s length.

In applying this methodology it is relevant to consider the following factors:

The timing of any shares issues;
Any pre-existing relationship (if any) between the subscribers to the shares and the company;
The level of knowledge that the parties subscribing to the shares could reasonably be assumed to possess; and
The extent of any material changes in circumstances that have occurred between the date on which the shares were issued and the valuation date.

Capitalisation of Estimated Future Maintainable Dividends

The mechanics of the capitalisation of estimated future maintainable dividends valuation method is
similar to that of the capitalisation of estimated future maintainable earnings method. The
methodology is most commonly applied to minority holdings in private companies and unlisted public
companies. It requires the estimation of future maintainable earnings, the likely distribution of such
earnings as dividends and the application of an appropriate dividend yield or discount rate.

The capitalisation of estimated future maintainable dividends methodology is generally applicable only
where the equity interest subject to valuation has no effective control in the determination of dividend
policy.

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12.4 Appendix D – Comparable Company Listing

Company Name	Business Description
`KCFeed Co.,Ltd.` `(KOSDAQ:A025880)`	`KC Feed Co., Ltd. is engaged in the manufacture and sale of livestock feed for chicken, pigs, cattle, and dogs in` `South Korea. KC Feed Co., Ltd w as founded in 1970 and is based in Yeongcheon, South Korea.`
`Daejoo Co. Ltd. (KOSDAQ:A003310)`	`Daejoo Co., Ltd. engages in the manufacture and sale of animal feed products. It offers feed for dogs, chickens,` `pigs, dairy cow s, beef cattle, ducks, and others. Daejoo Co., Ltd. distributes its products through certified agencies,` `national agricultural cooperative federation, retail stores, and discount supermarkets in South Korea. The company,` `formerly know n as Hankook Livestock Development, w as founded in 1962 and is headquartered in Seoul, South` `Korea.`
`Viet Thang Feed Joint Stock` `Company (HOSE:VTF)`	`Viet Thang Feed Joint Stock Company produces and sells food for fish, livestock, and poultry in Vietnam. The` `company w as formerly know n as Viet Thang Aquafeed JSC and changed its name to Viet Thang Feed Joint Stock` `Company in January, 2011. Viet Thang Feed Joint Stock Company w as founded in 2002 and is based in Sa Dec,` `Vietnam. As of May 19, 2014, Viet Thang Feed Joint Stock Company operates as a subsidiary of Hung Vuong` `Corporation.`
`Japfa Ltd. (SGX:UD2)`	`Japfa Limited, an industrial agri-food company, produces and sells dairy, animal protein, and packaged food products` `in Asia. It operates through four segments: Poultry Division, Aquaculture Division, Beef Cattle Division, and Trading` `and Other Businesses Division. It provides raw milk, dairy products, meat, aquaculture products, packaged foods,` `and value-added products, such as w hipping cream and cheese. The company also engages in animal feed` `production; and breeding in dairy cattle, poultry, beef cattle, sw ine, and aquaculture. In addition, it is involved in the` `real estate business; general trading activities; the production and export of animal vaccines to Sri Lanka, Thailand,` `Nepal, Pakistan, Syria, Malaysia, Myanmar, Lebanon, and Nigeria under the Vaqsimune brand; and the provision of` `marine transportation services. Japfa Limited markets its poultry and aquaculture products under the Comfeed and` `Benefeed brands; beef under the Santori Beef and Tokusen Wagyu Beef brands to hotels, restaurants, the food` `industry, and domestic supermarket chains; and chicken meat products under the Best Chicken brand name. The` `company w as formerly know n as Japfa Holdings Pte. Ltd. Japfa Limited w as founded in 1971 and is headquartered` `in Jakarta, Indonesia.`
`WOOSUNG FEED Co., Ltd` `(KOSE:A006980)`	`WOOSUNGFEED, Co., Ltd. produces and sells assorted feed for livestock and fishing industries in South Korea and` `internationally. It offers feeds for hogs, cattle, poultry, fishes, and dogs. The company w as founded in 1968 and is` `headquartered in Daejeon, South Korea.`
`Prima Agro Limited (BSE:519262)`	`Prima Agro Limited produces and sells animal feed products primarily in India. It offers cattle feed pellets. The` `company w as founded in 1987 and is based in Cochin, India.`
`Jamaica Broilers Group Limited` `(JMSE:JBG)`	`Jamaica Broilers Group Limited, together w ith its subsidiaries, produces and distributes poultry, ethanol, animal` `feeds, and agricultural items in Jamaica. The company is involved in the poultry and pullet production; feed milling and` `cattle rearing operations; processing and sale of salted products/pickled products; distribution of chicken, beef, and` `fish; import of protein products; fish farming; processing and sale of meat products; fertile egg production; and` `production and sale of broilers, layer pullets, and table eggs, as w ell as animal feeds. In addition, it is engaged in the` `contractually processing hydrous alcohol into anhydrous ethanol; property rental; electricity generation;` `transportation activities; aircraft ow nership; procurement and distribution of agricultural and industrial supplies; and` `feed sale/retail of farming equipment and supplies, as w ell as operates as an ocean freight consolidator. The` `company distributes its products through a netw ork of local groceries, supermarket chains, grocers, and meat` `outlets under The Best Dressed Chicken, Hi-Pro Feeds, Content Quality, and Reggae Jammin' brand names. Jamaica` `Broilers Group Limited w as founded in 1958 and is headquartered in St. Catherine, Jamaica.`
`Xinjiang Western Animal Husbandry` `Co.,Ltd (SZSE:300106)`	`Xinjiang Western Animal Husbandry Co., Ltd. provides milk products primarily in China. The company engages in` `purchasing and producing of milk; breeding of cattle; and feedstuff business. It is also involved in harvesting grass;` `provision of machine harvesting services; and other activities. The company is based in Shihezi, China.`
`SunJin Co., Ltd. (KOSE:A136490)`	`SunJin Co., Ltd. operates as a livestock food and feed company. The company is engaged in pig farming; and meat` `and cut-meat processing business, as w ell as the production of livestock feed. It also produces and distributes pork` `under the brand name of Sunjin Pork. The company operates in South Korea, the Philippines, Vietnam, and China.` `SunJin Co., Ltd. w as founded in 1979 and is headquartered Icheon, South Korea.`

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Appendix E – Comparable Company Listing

All Transactions Announced Date	Target/Issuer	Buyers/Investors	Business Description
`20/06/2008`	`Grûduva UAB`	`Agrowill Group AB,` `Prior to Reverse Merger` `With Baltic Champs,` `UAB`	`Grûduva UAB engages in the cultivation of grain crops and production of animal feed. The company` `is based in Sakiai, Lithuania. Grûduva UAB operates as a subsidiary of Dojus Agro UAB. As of` `September 25, 2008, Grûduva UAB operates as a subsidiary of Agrowill Group AB.`
`23/12/2010`	`PGG Wrightson` `Limited` `(NZSE:PGW)`	`New Hope Group Co.,` `Ltd.; Agria (Singapore)` `Pte Limited`	`PGG Wrightson Limited provides various products, services, and solutions to farmers, growers, and` `processors in the agricultural sector in New Zealand and internationally. It operates through Retail,` `Livestock, Other Rural Services, and Seed & Grain segments. The company operates rural supplies` `stores for animal health and nutrition products, grains and seeds, chemicals, clothing, leisure` `goods, and gardening equipment; and fruitfed supplies stores. It is also involved in the provision of` `agricultural and horticultural training, and agricultural consulting services; and trade and export of` `rural livestock. In addition, the company provides insurance products, such as farm, specialist farm,` `business, and domestic insurance; designs, constructs, and maintains irrigation and pumping` `systems, including valley center pivots, precision corners, and linear irrigators, hard hose irrigators,` `travelling irrigators, sprinklers, K-line systems, and submersible and surface pumps; and engages in` `the wool and real estate businesses. Further, it manufactures and distributes forage seeds and` `turfs; sale of cereal seeds and grains, pasture and crop seeds, and farm inputs; and researches and` `develops agri-feeds. The company was founded in 1841 and is based in Christchurch, New Zealand.` `PGG Wrightson Limited is a subsidiary of Agria (Singapore) Pte Ltd.`
`17/06/2015`	`Spearhead` `International Ltd`	`Paine & Partners, LLC`	`Spearhead International Ltd., through its subsidiaries, produces and delivers agricultural products. It` `grows and produces wheat for milling, feed, and seed; barley and other grains for milling and feed;` `oil seed rape and sunflower for food and fuel; maize for flour and food processing; and sugar beet` `products for sugar manufacturers. The company also offers milk for dairy manufacturers; beef cattle` `for domestic consumption and export; forage crops; potatoes for chips, French fries, and salad` `potatoes; ware onions, pickle onions, and shallots; beetroots for the table and food processors;` `seed potatoes; vegetables; and apples, plums, cherries, and gooseberries. In addition, it offers` `frozen vegetable products for the home market and for export; provides supply chain management` `services; and supplies agricultural and grass seeds in Poland. The company serves food` `processors, manufacturers, and retailers in Europe. Spearhead International Ltd. was incorporated` `in 1972 and is based in Cambridge, United Kingdom. It has subsidiaries in the United Kingdom,` `Poland, Czech Republic, Slovakia, Romania, and Serbia.`
`12/01/2014`	`Ukrlandfarming` `PLC`	`Cargill, Incorporated`	`UkrLandFarming PLC operates as an integrated agricultural operator in Cyprus. The company` `engages in the production of crops, sugar, milk, mixed fodder, day-old chicks, and eggs and egg` `products, as well as meat, sausage, and semi-finished meat products; crop, cattle, and poultry` `farming activities; and wholesale of sugar, crop, meat, crop protection products and fertilizers, and` `agricultural machinery. It is also involved in producing leather; livestock breeding, and meat` `processing activities; keeping of technical laying hen; and the provision of preservation and custom-` `licenses warehousing services. The company was founded in 2008 and is based in Limassol,` `Cyprus.`

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Appendix E – Comparable Company Listing Continued

All Transactions Announced Date	Target/Issuer	Buyers/Investors	Business Description
`28/03/2013`	`Continental` `Farmers Group` `PLC`	`Almarai - Joint Stock` `Company (SASE:2280);` `Saudi Agricultural &` `Livestock Investment` `Company; Saudi Grains` `and Fodder Holding` `Company LLC`	`Continental Farmers Group Plc, together with its subsidiaries, engages in the cultivation and` `distribution of arable crops. It produces various arable crops, including oil seed rape, sugar beet,` `potatoes, wheat, and maize. As of March 27, 2012, the company owned approximately 1,600` `hectares of freehold land in Poland; and leases approximately 1,100 hectares of land in Poland and` `approximately 30,000 hectares in western Ukraine. Continental Farmers Group Plc sells its` `products to customers primarily in Poland, Ukraine, and Russia. The company was founded in 1994` `and is headquartered in Douglas, Isle of Man.`
`15/02/2010`	`Tandou Ltd.`	`Guinness Peat Group` `(Australia) Pty Ltd.`	`Tandou Limited produces and sells irrigated cotton and cereal crops in Australia and internationally.` `It operates in two segments, Farming and Water Operations. The company’s principal crops include` `upland cotton, pima cotton, durum wheat, and malting barley; and other crops comprise sorghum,` `sunflowers, and corn. It is also involved in the pastoral activities relating to sheep and cattle,` `including organic lamb production. In addition, the company engages in trading water entitlements` `and temporary water allocations, including water portfolio management, entitlement lease, allocation` `lease, and allocation parking activities; and the provision of cotton ginning services, and water` `pumping services and pumping equipment. Further, it provides agronomic services consisting of` `irrigated cereal and pima cotton production advice; contract research; and agricultural,` `environmental, and waste water management technical advice to various clients, such as water` `authorities, and industrial and agricultural businesses. Tandou Limited was founded in 1972 and is` `based in Mildura, Australia. As of June 12, 2015, Tandou Ltd. operates as a subsidiary of Webster` `Ltd.`
`16/03/2010`	`Tandou Ltd.`	`Ecofin Water & Power` `Opportunities plc` `(LSE:ECWO); Ecofin` `Limited`	`Tandou Limited produces and sells irrigated cotton and cereal crops in Australia and internationally.` `It operates in two segments, Farming and Water Operations. The company’s principal crops include` `upland cotton, pima cotton, durum wheat, and malting barley; and other crops comprise sorghum,` `sunflowers, and corn. It is also involved in the pastoral activities relating to sheep and cattle,` `including organic lamb production. In addition, the company engages in trading water entitlements` `and temporary water allocations, including water portfolio management, entitlement lease, allocation` `lease, and allocation parking activities; and the provision of cotton ginning services, and water` `pumping services and pumping equipment. Further, it provides agronomic services consisting of` `irrigated cereal and pima cotton production advice; contract research; and agricultural,` `environmental, and waste water management technical advice to various clients, such as water` `authorities, and industrial and agricultural businesses. Tandou Limited was founded in 1972 and is` `based in Mildura, Australia. As of June 12, 2015, Tandou Ltd. operates as a subsidiary of Webster` `Ltd.`

PROXY FORM

BIRON APPAREL LIMITED TO BE RENAMED “WINGARA AG LTD” ACN 009 087 469

ANNUAL GENERAL MEETING

I/We of: being a Shareholder entitled to attend and vote at the Meeting, hereby appoint: Name:

OR: the Chair of the Meeting as my/our proxy.

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 1PM (AEDT), on 23 November 2015 at Level 17, 499 St Kilda Road, Melbourne, VIC 3004, and at any adjournment thereof.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 5, 6 and 7 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 5, 6 and 7 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

Voting on business of the Meeting	Voting on business of the Meeting	FOR	FOR	FOR	AGAINST	AGAINST	AGAINST	ABSTAIN	ABSTAIN	ABSTAIN
Resolution 1	Adoption of Remuneration Report
Resolution 2	Election of Director – George Karafotias
Resolution 3	Election of Director – Peter Parthimos
Resolution 4	Election of Director – Christopher Botica
Resolution 5	Issue of 9,800,000 Shares to Related Party - George Karafotias (or nominee(s))
Resolution 6	Issue of 3,000,000 Shares to Related Party – Christopher Botica
Resolution 7	Issue of 3,000,000 Shares to Related Party – Peter Angelakos
Resolution 8	Change to Nature and Scale of Activities
Resolution 9	Consolidation of Capital
Resolution 10	Issue of Shares to Elect Vendors
Resolution 11	Issue of Shares to Superion Vendors
Resolution 12	Approval for Capital Raising
Resolution 13	Conversion under Converting Loan Agreements
Resolution 14	Conversion under Converting Loan Agreements – Related Party
Resolution 15	Election of Director – Gavin Xing
Resolution 16	Election of Director – Eric Jiang
Resolution 17	Election of Director – James Everist
Resolution 18	Change of Company Name

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

If two proxies are being appointed, the proportion of voting rights this proxy represents is: % Signature of Shareholder(s): Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director/Company Secretary Director Director/Company Secretary Date: Contact name: Contact ph (daytime): Consent for contact by e-mail E-mail address: in relation to this Proxy Form: YES NO

Instructions for completing Proxy Form

1.

(Appointing a proxy): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

2.

(Direction to vote): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

3. (Signing instructions):

(Individual): Where the holding is in one name, the Shareholder must sign.
(Joint holding): Where the holding is in more than one name, all of the Shareholders should sign.
(Power of attorney): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.
(Companies): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.
(Attending the Meeting): Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.
(Return of Proxy Form): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) post to Biron Apparel Limited, Level 17, 499 St Kilda Road, Melbourne, VIC 3004; or
(b) facsimile to the Company on facsimile number +61 3 9866 5859,

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

AI assistant

WINGARA AG LTD — AGM Information 2015

66071_rns_2015-10-22_d3a9249a-5252-4b3f-9b3f-fc61af7ea570.pdf

BIRON APPAREL LIMITED

NOTICE OF ANNUAL GENERAL MEETING

CONTENTS PAGE

VENUE

YOUR VOTE IS IMPORTANT

VOTING IN PERSON

VOTING BY PROXY

Proxy forms received later than this time will be invalid.

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

FINANCIAL STATEMENTS AND REPORTS

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

Voting Prohibition Statement:

2. RESOLUTION 2 – ELECTION OF DIRECTOR – GEORGE KARAFOTIAS

3. RESOLUTION 3 – ELECTION OF DIRECTOR – PETER PARTHIMOS

4. RESOLUTION 4 – ELECTION OF DIRECTOR – CHRISTOPHER BOTICA

5. RESOLUTION 5 – ISSUE OF 9,800,000 SHARES TO RELATED PARTY – GEORGE KARAFOTIAS (OR NOMINEE (S))

Voting Prohibition Statement:

6. RESOLUTION 6 – ISSUE OF 3,000,000 SHARES TO RELATED PARTY – CHRISTOPHER BOTICA

Voting Prohibition Statement:

7. RESOLUTION 7 – ISSUE OF 3,000,000 SHARES TO RELATED PARTY – PETER ANGELAKOS

Voting Prohibition Statement:

8. RESOLUTION 8 – CHANGE TO NATURE AND SCALE OF ACTIVITIES

9. RESOLUTION 9 – CONSOLIDATION OF CAPITAL

10. RESOLUTION 10 – ISSUE OF SHARES TO ELECT VENDORS

11. RESOLUTION 11 – ISSUE OF SHARES TO SUPERION VENDORS

12. RESOLUTION 12 – APPROVAL FOR CAPITAL RAISING

13. RESOLUTION 13 – CONVERSION UNDER CONVERTING LOAN AGREEMENTS

14. RESOLUTION 14 – CONVERSION UNDER CONVERTING LOAN AGREEMENT – RELATED PARTY

15. RESOLUTION 15 – ELECTION OF DIRECTOR – GAVIN XING

16. RESOLUTION 16 – ELECTION OF DIRECTOR – ERIC JIANG

17. RESOLUTION 17 – ELECTION OF DIRECTOR – JAMES EVERIST

18. RESOLUTION 18 – CHANGE OF COMPANY NAME

EXPLANATORY STATEMENT

1. BACKGROUND TO PROPOSED ACQUISITIONS OF ELECT AND SUPERION

1.1 Background on the Company

1.2 Background on the transaction

1.3 Information on Elect

(a) Background

(b)

Business outline

(c) Key management personnel

1.4 Information on Superion

(a) Background and business outline

(b) Key management personnel

1.5 Strategy following completion of the Acquisitions

1.6

Re-compliance with Chapters 1 and 2 of the Listing Rules

1.7

Capital Raising

1.8 Consolidation

1.9 Company’s existing activities

1.10 Changes to the Board

1.11

Profiles of Proposed Directors

Gavin Xing (Proposed Executive Chairman and Director)

James Everist (Proposed Non-Executive director)

Eric Jiang (Proposed Non-Executive director)

1.12 Profiles of proposed key management personnel

1.13 Use of funds

Notes

1.14 Key Contracts

(a) Elect Agreement

(i) Sale and purchase

(ii) Deposit

(iii) Conditions Precedent

(b) Superion Agreement

(ii) Conditions Precedent

(c) Converting Loan Agreements

(d) Option to lease

(e) Mandate

1.15 Effect on Capital Structure

1.16 Pro Forma Statement of Financial Position

Historical and Pro-forma Financial Information of the Consolidated Entity Consolidated statements of financial position as at 30 June 2015

Notes to the Financial Information

Note 1. Basis of preparation

Accounting for purchases of non-trading entities and reverse acquisitions

WINGARA AG LTD AGM Information 2015