YOWIE GROUP LTD — Capital/Financing Update 2013

Jun 18, 2013

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ABN 98 084 370 669

YOWIE GROUP LTD ABN 98 084 370 669

PROSPECTUS

For the offer of up to 33,333,334 Shares in the capital of the Company at an issue price of
$0.15 per Share to raise up to $5,000,000 (before costs).

The Offer is not underwritten.

IMPORTANT NOTICE

This document is important and should be read in its entirety.  If after reading this Prospectus
you have any questions about the Shares being offered under this Prospectus or any other
matter, then you should consult your stockbroker, accountant or other professional adviser.

The Shares offered by this Prospectus should be considered as speculative.

TABLE OF CONTENTS

1.	SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES ....................................... 1
2.	CORPORATE DIRECTORY .............................................................................................. 3
3.	DETAILS OF THE OFFER .................................................................................................. 4
4.	UPDATE ON ACTIVITIES AND PURPOSE AND EFFECT OF THE OFFER ............................ 8
5.	RIGHTS AND LIABILITIES ATTACHING TO SHARES ...................................................... 13
6.	RISK FACTORS ............................................................................................................ 15
7.	ADDITIONAL INFORMATION ...................................................................................... 17
8.	DIRECTORS’ AUTHORISATION .................................................................................... 25
9.	DEFINITIONS ............................................................................................................... 26

1. SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES

TIMETABLE AND IMPORTANT DATES

Lodgement of Prospectus with the ASIC and ASX	18 June 2013
Opening Date	19 June 2013
Closing Date*	30 August 2013
Expected date of Official Quotation of the Shares	9 September 2013

*The Company reserves the right to extend the Closing Date or close the Offer early
without notice.

IMPORTANT NOTES

Shareholders should read this document in its entirety and, if in doubt, should consult their
professional advisors.

This Prospectus is dated 18 June 2013 and a copy of this Prospectus was lodged with the
ASIC on that date.  The ASIC and ASX take no responsibility for the content of this
Prospectus.

The Expiry Date of the Prospectus is 13 months after the date the Prospectus was lodged
with the ASIC.  No Shares will be allotted or issued on the basis of this Prospectus after the
Expiry Date.

No person is authorised to give information or to make any representation in connection
with this Prospectus which is not contained in the Prospectus. Any information or
representation not so contained may not be relied on as having been authorised by the
Company in connection with this Prospectus.

It is important that you read this Prospectus in its entirety and seek professional advice
where necessary.  The Shares the subject of this Prospectus should be considered
speculative.

Applications for Shares offered pursuant to this Prospectus can only be submitted on an
original Application Form which accompanies this Prospectus.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law
and therefore persons into whose possession this document comes should seek advice
on and observe any such restrictions.  Any failure to comply with these restrictions
constitutes a violation of those laws.  This Prospectus does not constitute an offer in any
place in which, or to any person to whom, it would not be lawful to make such an offer.

This Prospectus is a transaction specific prospectus for an offer of continuously quoted
securities (as defined in the Corporations Act) and has been prepared in accordance
with section 713 of the Corporations Act.  It does not contain the same level of disclosure
as an initial public offering prospectus.  In making representations in this Prospectus
regard has been had to the fact that the Company is a disclosing entity for the purposes
of the Corporations Act and certain matters may reasonably be expected to be known
to investors and professional advisers whom potential investors may consult.

ELECTRONIC PROSPECTUS

A copy of this Prospectus can be downloaded from the website of the Company at
www.yowiegroup.com. Any person accessing the electronic version of this Prospectus for
the purpose of making an investment in the Company must be an Australian resident
and must only access the Prospectus from within Australia.

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The Corporations Act prohibits any person passing onto another person an Application
Form unless it is attached to a hard copy of this Prospectus or it accompanies the
complete and unaltered version of this Prospectus. Any person may obtain a hard copy
of this Prospectus free of charge by contacting the Company.

The Company reserves the right not to accept an Application Form from a person if it has
reason to believe that when that person was given access to the electronic Application
Form, it was not provided together with the electronic Prospectus and any relevant
supplementary or replacement prospectus or any of those documents were incomplete
or altered.

FORWARD-LOOKING STATEMENTS

This Prospectus contains forward-looking statements which are identified by words such
as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other
similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating
conditions, and on a number of assumptions regarding future events and actions that, as
at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve
known and unknown risks, uncertainties, assumptions and other important factors, many
of which are beyond the control of our Company, the Directors and our management.

We cannot and do not give any assurance that the results, performance or
achievements expressed or implied by the forward-looking statements contained in this
prospectus will actually occur and investors are cautioned not to place undue reliance
on these forward-looking statements.

We have no intention to update or revise forward-looking statements, or to publish
prospective financial information in the future, regardless of whether new information,
future events or any other factors affect the information contained in this prospectus,
except where required by law.

These forward looking statements are subject to various risk factors that could cause our
actual results to differ materially from the results expressed or anticipated in these
statements.  These risk factors are set out in Section 5 of this Prospectus.

RISK FACTORS

Potential investors should consider that the investment in the Company is speculative
and should consult their professional advisers before deciding whether to apply for
Shares pursuant to this Prospectus.  For further information in relation to the risk factors of
the Company please refer to Section 5 of this Prospectus.

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1. CORPORATE DIRECTORY

Directors

Auditor

Mr Wayne Loxton Executive Chairman

Mr Mark Avery Executive Director

Nexia Court & Co
Level 16
1 Market Street
SYDNEY NSW 2000

Ms Patricia Fields Non-Executive Director

Mr Bob Watson Non-Executive Director

Share Registry*

Link Market Services Limited
Ground Floor
178 St Georges Terrace
PERTH  WA  6000

Company Secretary

Telephone: 1300 554 474

Mr Jerry Monzu

Solicitors

Registered Office

Suite B9
431 Roberts Road
SUBIACO  WA  6008

Steinepreis Paganin
Lawyers and Consultants
Level 4, The Read Buildings
16 Milligan Street
PERTH  WA 6000

Telephone: (08) 9287 4600
Facsimile: (08) 9287 4655

Principal Place of Business

Suite B9
431 Roberts Road
SUBIACO  WA  6008

Telephone: (08) 9287 4600
Facsimile: (08) 9287 4655

General Enquiries:

Telephone: (08) 9287 4600
Facsimile: (08) 9287 4655
Website: www.yowiegroup.com

* This entity has not been involved in the preparation of this Prospectus and has not
consented to being named in this Prospectus.  Its name is included for information
purposes only.

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3. DETAILS OF THE OFFER

3.1 Offer

By this Prospectus, the Company invites investors to apply for a total of
33,333,334 Shares in the capital of the Company at an issue price of $0.15 per
Share to raise up to $5,000,000 (before costs).

All of the Shares offered under this Prospectus will rank equally with Shares on
issue at the date of this Prospectus.

Please refer to Section 4 of this Prospectus for further information regarding the
rights and liabilities attaching to the Shares offered pursuant to this Prospectus.

3.2 Objectives

The Company is seeking to raise $5,000,000 under this Prospectus in order to fund
further business development and growth, and advance the ongoing market
roll-out of the Company’s Yowie products, particularly into the US market.
Details of the proposed use of funds is set out further in Section 4.3 of this
Prospectus.

3.3 Opening and Closing Dates of the Offer

The Opening Date of the Offer will be 19 June 2013 and the Closing Date will be
30 August 2013 at 5:00pm WST. The Directors reserve the right to close the Offer
early or extend the Closing Date (as the case may be) in their absolute
discretion, should it be considered by them necessary to do so.

3.4 Application for Shares

Applications for Shares must be made by investors at the direction of the
Company and must be made using the Application Form accompanying this
Prospectus.

Payment for the Shares must be made in full at the issue price of $0.15 per Share.

Completed Application Forms must be mailed or delivered to:

By Post or Hand

Suite B9
431 Roberts Road
Subiaco  WA  6008

Payment for the Shares can be made by any of the two options outlined below:

(a) Option 1: Pay by Cheque

Applicants may pay by cheque by completing the Application Form
and accompanying cheque and posting it to the address outlined
above.

Cheques should be made payable to “ YOWIE GROUP LTD ” and crossed “ Not Negotiable ”. Completed Application Forms must reach the address set out above by no later than the Closing Date.

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(b) Option 2: Pay by Direct Deposit

Applicants may pay by direct deposit by:

(i)completing the Application Form and posting it to the
Company at the address outlined above; and

(ii)transferring the funds equal to the number of the Shares
specified in the Application Form multiplied by $0.15 to the
Company’s bank account as follows:

Bank Account Name: Yowie Group Ltd Account Number: 432 772 BSB: 036 051 Swift code: WPACAU2A Ref*: { quote name on application}

*Please ensure that the reference provided is consistent with the
name on your Application Form to ensure that the Company
can easily match your deposit to the Application Form
received.

3.5 Minimum Subscription

The minimum subscription to be raised pursuant to this Prospectus is $1,500,000.
In the event the minimum subscription is not achieved within four (4) months of
the date of lodgement of the Prospectus with the ASIC, no Shares will be issued
to any of the Applicants, all application monies will be returned and all
applications will otherwise be dealt with in accordance with the Corporations
Act.

3.6 Underwriter

The Offer is not underwritten.

3.7 Issue

Subject to the minimum subscription to the Offer being reached, issue of Shares
offered by this Prospectus will take place on a progressive basis during the
period of the Offer and for any Applications received and accepted on the
Closing Date, as soon as practicable after the Closing Date.

Pending the issue of the Shares or payment of refunds pursuant to this
Prospectus, all application monies will be held by the Company in trust for the
Applicants in a separate bank account as required by the Corporations Act.
The Company, however, will be entitled to retain all interest that accrues on the
bank account and each Applicant waives the right to claim interest.

The Directors will determine the recipients of the issued Shares in their sole
discretion.  The Directors reserve the right to reject any application or to allocate
any applicant fewer Shares than the number applied for.  Where the number of
Shares issued is less than the number applied for, or where no issue is made,
surplus application monies will be refunded without any interest to the Applicant
as soon as practicable after the Closing Date.

3.8 Australian Securities Exchange Listing

The Company will apply to ASX for Official Quotation of the Shares offered under
this Prospectus within seven (7) days after the date of this Prospectus.  If ASX
does not grant Official Quotation of the Shares offered pursuant to this
Prospectus within 3 monthsafter thedateof this Prospectus(or such periodas

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varied by the ASIC), all applications will be dealt with in accordance with the
Corporations Act and applicants will be entitled to a refund of their application
money, in accordance with section 724(2) of the Corporations Act.

The fact that ASX may grant Official Quotation to the Shares is not to be taken in
any way as an indication of the merits of the Company or the Shares now
offered for subscription.

3.9 Applicants outside Australia

This Prospectus does not, and is not intended to, constitute an offer in any place
or jurisdiction, or to any person to whom, it would not be lawful to make such an
offer or to issue this Prospectus.  The distribution of this Prospectus in jurisdictions
outside Australia may be restricted by law and persons who come into
possession of this Prospectus should seek advice on and observe any of these
restrictions.  Any failure to comply with such restrictions may constitute a violation
of applicable securities laws.

No action has been taken to register or qualify the Shares or otherwise permit a
public offering of the Shares the subject of this Prospectus in any jurisdiction
outside Australia.  Applicants who are resident in countries other than Australia
should consult their professional advisers as to whether any governmental or
other consents are required or whether any other formalities need to be
considered and followed.

If you are outside Australia it is your responsibility to obtain all necessary
approvals for the issue of the Shares pursuant to this Prospectus.  The return of a
completed Application Form will be taken by the Company to constitute a
representation and warranty by you that all relevant approvals have been
obtained.

3.10 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship

The Company will not be issuing Share certificates. The Company is a participant
in CHESS for those investors who have, or wish to have, a sponsoring stockbroker.
Investors who do not wish to participate through CHESS will be issuer sponsored
by the Company.  Because the sub-registers are electronic, ownership of
securities can be transferred without having to rely upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to
investors.  Instead, investors will be provided with separate statements (similar to
a bank account statement) that set out the number of Shares allotted to them
under this Prospectus.  The notice will also advise holders of their Holder
Identification Number or Security Holder Reference Number and explain, for
future reference, the sale and purchase procedures under CHESS and issuer
sponsorship.

Further monthly statements will be provided to holders if there have been any
changes in their security holding in the Company during the preceding month.

3.11 Commissions payable

The Company reserves the right to pay a commission of 6% (exclusive of goods
and services tax) of amounts subscribed through any licensed securities dealers
or Australian financial services licensee in respect of any valid applications
lodged and accepted by the Company and bearing the stamp of the licensed
securities dealer or Australian financial services licensee.  Payments will be
subject to the receipt of a proper tax invoice from the licensed securities dealer
or Australian financial services licensee.

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3.12 Privacy Act

If you complete an application for Shares, you will be providing personal
information to the Company (directly or by the Company’s share registry).  The
Company collects, holds and will use that information to assess your application,
service your needs as a holder of Shares, facilitate distribution payments and
corporate communications to you as a Shareholder and carry out
administration.

The information may also be used from time to time and disclosed to persons
inspecting the register, bidders for your securities in the context of takeovers,
regulatory bodies, including the Australian Taxation Office, authorised securities
brokers, print service providers, mail houses and the Company’s share registry.

You can access, correct and update the personal information that we hold
about you.  Please contact the Company or its share registry if you wish to do so
at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Shares, the Company may not be able to accept or process your application.

3.13 Enquiries

Any questions concerning the Offer should be directed to the Company
Secretary, Mr Jerry Monzu, on (08) 9287 4600.

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4. UPDATE ON ACTIVITIES AND PURPOSE AND EFFECT OF THE OFFER

4.1 Update on Activities

The Company completed the acquisition of Yowie Enterprises Pty Ltd on 17
December 2012 and was re-instated to trading on ASX on 21 December 2012.

The Company intends to exploit its intellectual property through outsourcing the
manufacture and assembly of its chocolate/toy combination products.

Since December 2012, Yowie has held initial discussions and is in the process of finalising formal documentation with a Hong Kong based company Perfect Productions (HK) Limited ( Perfect Productions ), for the production of the capsule, inclusion and information leaflet of the Company’s chocolate/toy product. Once final documentation has been executed Perfect Productions will have responsibility for the production and delivery to the manufacturing base in the USA of the capsule, inclusion and leaflet for these products.

The Company has signed key contractual agreements with an established USA confectionery manufacturer, Whetstone Chocolate Factory, Inc ( Whetstone ) based in St Augustine, Florida. The Company has successfully commissioned a wrapping machine which will now be shipped to Whetstone’s manufacturing plant in the USA for final commissioning in preparation for manufacturing trials prior to the US market rollout in November.

4.2 Future Business Development Activities

(a) Purchase of Foil Wrapping machines:

While the US manufacturing plant capacity is sufficient to meet planned volume requirement for the launch of Yowie into North America in 2013, manufacturing output is estimated to be required to increase from 18 million to 90 million units per annum to deliver US market growth targets plus supply into the Australian and New Zealand ( ANZ ) market in 2014. This will be achieved under the Company’s contractual agreement with the Whetstone Chocolate factory together with the purchase of additional wrapping machines from specialist equipment supplier Wilhelm Rasch GmbH. The delivery and installation of the first additional wrapping equipment is planned for March 2014, with a second series of wrapping equipment planned for November 2014.

(b) Building inventory stockholding:

The Company is required to maintain ongoing stockholding of
approximately 4.5 million inclusion pieces in inventory at any one time to
meet its estimated production requirements. An initial inventory
stockholding at these levels is estimated to need to be in place by April
2014. The stockholding cover is necessitated by a combination of
production lag between manufacture of capsules and inclusions in
China, allowance for shipping time to the US, product manufacturing
requirements for the US, plus projected sales growth in the US/ANZ
markets in 2014, together with a need to maintain one month’s
inventory as assurance against unexpected events.

(c) North American rollout Marketing:

The North American marketing strategy has been designed to
encourage kids, parents, guardians, carers and grandparents to
engage and interact with the Yowie brand, develop an understanding
and empathy for what the Yowie brand stands for plus nurturing a desire

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to play and learn about the inclusion creatures and the natural world.  It
is proposed to encourage consumers to collect, swap and share in a
desire to obtain a complete limited edition set of each series of natural
replica creature inclusions.  The Yowie marketing campaign will focus on
creating in store impact and presence through compelling display and
activity from point of sale to sampling trials, supported by a value
enhancing digital experience that invites consumers into the world of
the Yowie products. The marketing plan includes the creation of a
significant advocacy campaign through social media, ecology
organisations and affiliates and key celebrity endorsers.

4.3 Purpose of the Offer

As indicated in section 3.2 above, the Company intends to use the funds
received under the Offer to accelerate the roll-out of its products principally by:

• (a) purchasing additional wrapping machines to increase the Company’s existing capacity;

• (b) increasing its stock inventory to ensure it maintains the necessary stock levels to facilitate its ongoing and expanded roll-out of its products;

• (c) funding the marking campaign associated with the continued roll-out of its products, initially focussing on in the US confectionary market; and

• (d) providing working capital to enable the Company to meet its ongoing administrative expensive.

Funds raised from this Prospectus are intended to be used in the manner set out
in the table below[4]:

Use of funds	Assuming Full Subscription ($)	%	Assuming Minimum Subscription ($)	%
Purchase of 2 Wrapping machines1	1,000,000	20.00%	-	0.0%
Initial inventory	2,000,000	40.00%	500,000	33.33%
US rollout Marketing	500,000	10.00%	250,000	16.67%
First fill chocolate, foil, cartons and trays	500,000	10.00%	250,000	16.67%
Expenses of the Offer2	326,621	6.50%	116,621	7.78%
Working Capital	673,379	13.50%	383,379	25.55%
TOTAL	$5,000,000	100.00%	$1,500,000	100.00%

Notes

1. Purchase of the initial wrapping machine is projected for March 2014, while it is currently anticipated that the second machine will be acquired in November 2014.

2. Refer to Section 7.6 of this Prospectus for details of the estimated expenses of the Offer.

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3. Funds raised in excess of the minimum but less than the maximum will first be applied to inventory, meeting the additional expenses and then to working capital.

4. The use of funds described above represents to the current intention of the Company. Intervening events and developments within the Company may alter how these funds are ultimately used and applied.

Funds raised in excess of the Minimum Subscription will first be applied to the
additional expenses of the Offer and then equally to creation of inventory,
rolling out the Company’s US marketing strategy and the Company’s purchase
of chocolate foil, cartons and trays. Excess funds will then be allocated to
working capital and to the funding of the purchase of the additional wrapping
machines scheduled for next calendar year.

Where only the Minimum Subscription is reached, the Company considers that it
will have sufficient funds at its disposal to proceed with its stated objectives,
however, it may result in a slower than preferred roll-out and expansion of the
Company’s products due to the reduced funds available for the inventory,
marketing and purchasing of additional wrapping machines.

4.4 Effect of Offer on capital structure

The principle effect of the Offer on the capital structure of the Company,
assuming no existing Options are exercised and assuming the Offer is fully
subscribed, is set out below.

Shares

	Maximum Subscription (Number)
Shares currently on issue	59,236,535
Shares offered pursuant to the Offer	33,333,334
Total Shares on issue after the Closing Date	92,569,869

Options

	Maximum Subscription (Number)
Options currently on issue1	29,799,052
Options to be issued following Shareholder approval at the General Meeting2	9,600,000
No options offered under this Offer	Nil
Total Options on issue after the Closing Date	39,399,052

Notes

1. This comprises 29,799,052 Options exercisable at $0.20 per Option on or before 15 December 2015.

2. At the General Meeting held on 12 June 2013, Shareholders approved the issue to each Director of:

• (i) 1,000,000 Options vesting immediately, exercisable at $0.23 per Option on or before 15 December 2015; and

• (ii) 1,400,000 Options vesting on 30 June 2014 and exercisable at $0.285 per Option on or before 30 June 2017.

As at the date of this Prospectus, these Options have not yet been issued. The Options will
be issued within one (1) month from the date of the General Meeting.

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4.5 Financial effect

• (a) The Offer will have an effect on the Company’s financial position. Set out below is the consolidated (audit reviewed) balance sheet of the Company as at 31 December 2012 and the consolidated balance sheet of the Company (pro-forma, unaudited) as at 31 December 2013, incorporating the effect of the Offer including issue costs and the other significant events post 31 December 2012.

• (b) The pro-forma consolidated balance sheet has been prepared on the basis that the resolution put forward at the General Meeting regarding the issue of the Shares pursuant to this Prospectus have been passed and all Shares are issued under the Offer, including expenses of the Offers (and no Options exercised prior to the Offer closing).

The pro-forma consolidated balance sheet (as appears on the following page) has been
prepared to provide investors with information on the assets and liabilities of the
Company and pro-forma assets and liabilities of the Company as noted below.  The
historical and pro-forma financial information is presented in an abbreviated form, insofar
as it does not include all of the disclosures required by Australian Accounting Standards
applicable to annual financial statements.

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AUD	AUD	Audit Reviewed Consolidated 31 December 2012 $	Audit Reviewed Consolidated 31 December 2012 $	Unaudited Unaudited
				Pro-forma Pro-forma
				Consolidated Consolidated
				31 December 2012 31 December 2012 Minimum offer $ Maximum offer $
Assets Cash Other current assets		2,476,101 511,190
				4,707,378 6,991,913
				511,190 511,190
Totalcurrentassets		2,987,291		5,218,568 7,503,103
Property, plant and equipment Intangible assets Total non-currentassets		794,717 5,637,717		794,717 794,717
				5,637,717 5,637,717
		6,432,434		6,432,434 6,432,434
Total assets		9,419,725		11,651,002 13,935,537
Liabilities Trade and other payables		413,129
				163,129 163,129
Loans and borrowings		37,567		- -
Total current liabilities		450,696		163,129 163,129
Total liabilities		450,696		163,129 163,129
Net assets		8,969,029		11,487,873 13,772,408
Equity Share capital Reserves Retained earnings		9,227,946 1,507,381 (1,766,298)
				12,377,946 14,877,946
				1,507,381 1,507,381
				(2,397,454) (2,612,919)
Parent entity Interest		8,969,029		11,487,873 13,772,408
Non- controlling interest		-		- -
Total equity		8,969,029		11,487,873 13,772,408

The Unaudited Pro-forma Consolidated Balance Sheet as at 31 December 2013 represents the audit reviewed Consolidated Balance Sheet as at 31 December 2012 adjusted to account for the following:

1. Maximum funds that may be raised under this Prospectus of $5,000,000 and the costs associated with the Prospectus of approximately $27,000;

2. Broker commissions to be paid for funds raised under this Prospectus of approximately $300,000 (assuming maximum subscriptions are reached);

3. A placement of $520,000 made during Q1 2013;

4. A placement of $130,000 made during Q2 2013;

5. Broker commissions paid of approx $220,000 during Q1 2013, for the capital raising conducted in November 2012; and

6. Trade creditor payments of approx $288,000 and the repayment of a loan to a third party of $37,567.

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5. RIGHTS AND LIABILITIES ATTACHING TO SHARES

5.1 Rights attaching to Shares

The following is a summary of the more significant rights and liabilities attaching
to Shares to be issued pursuant to this Prospectus.  This summary is not exhaustive
and does not constitute a definitive statement of the rights and liabilities of
Shareholders.  To obtain such a statement, persons should seek independent
legal advice.

Full details of the rights and liabilities attaching to Shares are set out in the
Constitution, a copy of which is available for inspection at the Company’s
registered office during normal business hours.

The rights, privileges and restrictions attaching to Shares can be summarised as
follows:

(a) General meetings

Shareholders are entitled to be present in person, or by proxy, attorney
or representative to attend and vote at general meetings of the
Company.

Shareholders may requisition meetings in accordance with Section 249D
of the Corporations Act and the Constitution of the Company.

(b) Voting rights

Subject to any rights or restrictions for the time being attached to any
class or classes of Shares, at general meetings of Shareholders or classes
of shareholders:

• (i) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;

• (ii) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and

• (iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the share, but in respect of partly paid Shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder's name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

(c) Dividend rights

Subject to the rights of persons (if any) entitled to shares with special
rights to dividend the Directors may declare a final dividend out of
profits in accordance with the Corporations Act and may authorise the
payment or crediting by the Company to the Shareholders of such a
dividend.  The Directors may authorise the payment or crediting by the
Company to the Shareholders of such interim dividends as appear to
the Directors to be justified by the profits of the Company.  Subject to
the rights of persons (if any) entitled to shares with special rights as to
dividend all dividends are to be declared and paid according to the

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amounts paid or credited as paid on the Shares in respect of which the
dividend is paid.  Interest may not be paid by the Company in respect
of any dividend, whether final or interim.

(d) Winding-up

If the Company is wound up, the liquidator may, with the authority of a
special resolution of the Company, divide among the Shareholders in
kind the whole or any part of the property of the Company, and may for
that purpose set such value as he considers fair upon any property to be
so divided, and may determine how the division is to be carried out as
between the Shareholders or different classes of Shareholders.  The
liquidator may, with the authority of a special resolution of the
Company, vest the whole or any part of any such property in trustees
upon such trusts for the benefit of the contributories as the liquidator
thinks fit, but so that no shareholder is compelled to accept any shares
or other securities in respect of which there is any liability.  Where an
order is made for the winding up of the Company or it is resolved by
special resolution to wind up the Company, then on a distribution of
assets to members, Shares classified by ASX as restricted securities at the
time of the commencement of the winding up shall rank in priority after
all other shares.

(e) Transfer of Shares

Generally, Shares in the Company are freely transferable, subject to
formal requirements, the registration of the transfer not resulting in a
contravention of or failure to observe the provisions of a law of Australia
and the transfer not being in breach of the Corporations Act or the
Listing Rules.

(f) Future increase in capital

The allotment and issue of any new shares is under the control of the
Directors of the Company. Subject to restrictions on the issue or grant of
securities contained in the Listing Rules, the Constitution and the
Corporations Act (and without affecting any special right previously
conferred on the holder of an existing share or class of shares), the
Directors may issue shares as they shall, in their absolute discretion,
determine.

(g) Variation of rights

Pursuant to Section 246B of the Corporations Act, the Company may,
with the sanction of a special resolution passed at a meeting of
shareholders vary or abrogate the rights attaching to shares. If at any
time the share capital is divided into different classes of shares, the rights
attached to any class (unless otherwise provided by the terms of issue of
the shares of that class), whether or not the Company is being wound
up may be varied or abrogated with the consent in writing of the
holders of three-quarters of the issued shares of that class, or if
authorized by a special resolution passed at a separate meeting of the
holders of the shares of that class.

14

6. RISK FACTORS

6.1 General

The Shares offered under this Prospectus should be considered speculative.

• (a) Applicants should consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for Shares. Potential Applicants should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Shares.

The following is not intended to be an exhaustive list of the risk factors to which
the Company is exposed.

6.2 Industry specific

(a) Global Food Activism

Food activism may not be restricted to targeting a particular product.
Some advocate groups may be able to influence future governments to
increase regulation surrounding the chocolate toy combination
markets.

(b) Competitors

Competitors acting illegally or unethically can have profound impacts
on all companies operating within a particular industry. The chocolate
industry has been known to be extremely aggressive in some of its
marketing of products to children.

(c) Sugar and Cocoa Prices

As two of the main ingredients in chocolate, the price of sugar and
cocoa can be a major factor in the success of chocolate confectionary
production. Rising sugar and cocoa prices can reduce sales if
chocolate producers raise product prices to protect profits. This, in turn,
may negatively affect industry sale and profits.

6.3 General risks

(a) Economic

General economic conditions, introduction of tax reform, new
legislation, movements in interest and inflation rates and currency
exchange rates may have an adverse effect on the Company’s
development and production activities, as well as on its ability to fund
those activities.

(b) Market conditions

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

• general economic outlook;

• introduction of tax reform or other new legislation;

• interest rates and inflation rates;

15

changes in investor sentiment toward particular market sectors;

•

• the demand for, and supply of, capital; and

• terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject
to varied and unpredictable influences on the market for equities in
general and retail-based stocks in particular.  Neither the Company nor
the Directors warrant the future performance of the Company or any
return on an investment in the Company.

(c) Additional requirements for capital

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

(d) Reliance on key personnel

The responsibility of overseeing the day-to-day operations and the
strategic management of the Company depends substantially on its
senior management and its key personnel.  Current senior management
has confirmed all key contractors and suppliers in Hong Kong, America,
England and Australia. There can be no assurance given that there will
be no detrimental impact on the Company if one or more of these
employees cease their employment.

6.4 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 Shares offered
under this Prospectus.

Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee
with respect to the payment of dividends, returns of capital or the market value
of those Shares.

Potential investors should consider that the investment in the Company is highly
speculative and should consult their professional advisers before deciding
whether to apply for Shares pursuant to this Prospectus.

16

7. ADDITIONAL INFORMATION

7.1 Continuous Disclosure Obligations

The Company is a “disclosing entity” (as defined in Section 111AC of the
Corporations Act) for the purposes of Section 713 of the Corporations Act and,
as such, is subject to regular reporting and disclosure obligations.  Specifically,
like all listed companies, the Company is required to continuously disclose any
information it has to the market which a reasonable person would expect to
have a material effect on the price or the value of the Company’s securities.

This Prospectus is a “transaction specific prospectus”.  In general terms a
“transaction specific prospectus” is only required to contain information in
relation to the effect of the issue of securities on the Company and the rights
attaching to the securities.  It is not necessary to include general information in
relation to all of the assets and liabilities, financial position, profits and losses or
prospects of the issuing company.

This Prospectus is intended to be read in conjunction with the publicly available
information in relation to the Company which has been notified to ASX and does
not include all of the information that would be included in a prospectus for an
initial public offering of securities in an entity that is not already listed on a stock
exchange.  Investors should therefore have regard to the other publicly
available information in relation to the Company before making a decision
whether or not to invest.

Having taken such precautions and having made such enquires as are
reasonable, the Company believes that it has complied with the general and
specific requirements of ASX as applicable from time to time throughout the 3
months before the issue of this Prospectus which required the Company to notify
ASX of information about specified events or matters as they arise for the
purpose of ASX making that information available to the stock market
conducted by ASX.

Information that is already in the public domain has not been reported in this
Prospectus other than that which is considered necessary to make this
Prospectus complete.

The Company, as a disclosing entity under the Corporations Act, states that:

• (a) it is subject to regular reporting and disclosure obligations;

• (b) copies of documents lodged with the ASIC in relation to the Company (not being documents referred to in Section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and

• (c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:

• (i) the annual financial report most recently lodged by the Company with the ASIC;

• (ii) any half-year financial report lodged by the Company with the ASIC after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC; and

17

(iii)any continuous disclosure documents given by the Company to
ASX in accordance with the ASX Listing Rules as referred to in
Section 674(1) of the Corporations Act after the lodgement of
the annual financial report referred to in (i) and before the
lodgement of this Prospectus with the ASIC.

Copies of all documents lodged with the ASIC in relation to the Company can
be inspected at the registered office of the Company during normal office
hours.

Details of documents lodged with ASX since the date of lodgement of the
Company’s latest annual financial report and before the lodgement of this
Prospectus with the ASIC are set out in the table below.

Date	Description of Announcement
18/06/2013	Yowie Key Group Milestones
12/06/2013	Results of Meeting
20/05/2013	Change in substantial holding - Loxton
16/05/2013	Change of Director's Interest Notice - W Loxton
13/05/2013	Yowie Successfully Commissions Wrapping Machine
10/05/2013	Amendment to Announcement
10/05/2013	Notice of General Meeting/Proxy Form
09/05/2013	Yowie Securities Trading Policy
08/05/2013	Investor Presentation
29/04/2013	Becoming a substantial holder - Seefeld Investments Pty Ltd
26/04/2013	Placement and Appendix 3B
26/04/2013	March 2013 Quarterly Activities Report and Cashflow 4C
16/04/2013	Appendix 3B - Daleford Way Pty Ltd
16/04/2013	Disclosure Document - Prospectus dated 15 April 2013
12/04/2013	Yowie Group Appoints Digital Strategic Partner
09/04/2013	Yowie Commission Limited Edition Creature Inclusions
08/04/2013	Initial Director's Interest Notice - Mr Bob Watson
08/04/2013	Final Director's Interest Notice - G. O'Reilly
08/04/2013	Appointment of New Director
05/04/2013	Yowie Announces Supplier Partnership Agreement
28/03/2013	Change of Director's Interest Notice - G O'Reilly
26/03/2013	Becoming a substantial holder
26/03/2013	Appendix 3B - Daleford Way Pty Ltd
25/03/2013	Yowie Raises $520K via Placement
25/03/2013	Yowie Commissions Wrapping Machine
21/03/2013	Executive Appointments
19/03/2013	Becoming a substantial holder W. Loxton
19/03/2013	Initial Director's Interest Notice W. Loxton
19/03/2013	Final Director's Interest Notice x 2 Hudson Niederer

18

19/03/2013	Originating Application Received
19/03/2013	Results of Meeting
06/03/2013	Change in Subsidiary Directorships
01/03/2013	Reinstatement to Official Quotation 4/03/13
01/03/2013	Yowie Group Ltd Appendix 4D and 2012 Half Year Accounts
01/03/2013	Suspension from Official Quotation
20/02/2013	Letter to Shareholders from Mark Avery
20/02/2013	Changes to Officers Positions
20/02/2013	Letter to Shareholders from Louis Niederer
19/02/2013	Constitution
19/02/2013	Withdrawal of Default Notice to Mr Keith Phillip Hudson
19/02/2013	Reinstatement to Official Quotation
15/02/2013	Suspension from Official Quotation
15/02/2013	Issue of Default Notice
13/02/2013	Notice of General Meeting/Proxy Form
04/02/2013	Reinstatement to Official Quotation (5/02/13)
04/02/2013	Disputed Directorship of Mr Greg O'Reilly
04/02/2013	Receipt of Section 249D notice
04/02/2013	Dec 2012 Qrtly Activities Report and Appendix 4C Cashflow
25/01/2013	249D Notice
24/01/2013	Suspension from Official Quotation
24/01/2013	Directorship Dispute
11/01/2013	Change in Director's Interest Notice - O'Reilly
07/01/2013	Becoming a substantial holder - Hudson
21/12/2012	Yowie Readmission to Official Quotation
20/12/2012	Change in Directors Interest Notices
19/12/2012	Corporate Governance Policy - Securities Trading
19/12/2012	Proforma balance sheet and use of funds
19/12/2012	Employee Share Option Plan
19/12/2012	Confirmation Completion of Yowie Acquisition & Sale Ag
19/12/2012	Confirmation of Escrow
19/12/2012	Confirmation of Issued Capital - Initial Public Offer
19/12/2012	Constitution
19/12/2012	Confirmation of Consolidation of Capital
19/12/2012	Appendix 1A
19/12/2012	Top 20 Share and Option Holders and Distribution Schedule
19/12/2012	ASX Market Release - Reinstatement Disclosure
19/12/2012	ASX Circular - Reinstatement to Official List
19/12/2012	ASX Market Release - Reinstatement to Official Quotation

19

14/12/2012	Yowie Acquisition Timetable Update
07/12/2012	Yowie Acquisition Timetable Update
29/11/2012	Issue of Director Shares
27/11/2012	Dispatch of Holding Statements
22/11/2012	Yowie Acquisition Timetable Update
12/11/2012	Yowie Acquisition Timetable Update
12/11/2012	Closing of Offer of Securities
12/11/2012	Consolidation of Share Capital Completed
05/11/2012	Extension to Offer Date
02/11/2012	Change of Name to Yowie Group Ltd
30/10/2012	Constitution
30/10/2012	GSF Board Restructure
29/10/2012	Results of Meeting
15/10/2012	Appendix 4C – quarterly
10/10/2012	Letter to Shareholders
10/10/2012	Investor Presentation
09/10/2012	Proposed Acquisition Timetable Update
28/09/2012	Notice of Annual General Meeting/Proxy Form
25/09/2012	Prospectus

ASX maintains files containing publicly available information for all listed
companies.  The Company’s file is available for inspection at ASX during normal
office hours. The announcements are also available through the Company’s
website www.yowiegroup.com.

7.2 Directors’ Interests

Other than as set out in this Prospectus, no Director holds or has held within 2
years preceding lodgement of this Prospectus with the ASIC, any interest in:

• (a) the formation or promotion of the Company;

• (b) property acquired or proposed to be acquired by the Company in connection with

• (i) its formation or promotion or

• (ii) the Offer; or

• (c) the Offer,

and no amounts have been paid or agreed to be and no benefits have been
given or agreed to be given to a Director:

• (a) as an inducement to become, or to qualify him as, a Director; or

• (b) for services provided in connection with: (i) the formation or promotion of the Company; or (ii) the Offer.

20

Security holdings

The relevant interest of each of the Directors in the securities of the Company as
at the date of this Prospectus is set out in the table below.

Director	Shares	Options1
Wayne Loxton2	5,290,667	3,050,000
Mark Avery2	1,350,000	675,000
Patricia Fields2	300,000	150,000
Bob Watson2	4,500,000	2,250,000

Notes

1. All Options are listed Options exercisable at $0.20 per Option on or before 15 December 2015.

2. At the General Meeting held on 12 June 2013, Shareholders approved the issue to each Director of:

• (ii) 1,000,000 Options vesting immediately, exercisable at $0.23 per Option on or before 15 December 2015; and

• (iii) 1,400,000 Options vesting on 30 June 2014 and exercisable at $0.285 per Option on or before 30 June 2017.

As at the date of this Prospectus, these Options have not yet been issued. The Options will
be issued within one (1) month from the date of the General Meeting.

Remuneration of Directors

The Constitution of the Company provides that the non-executive Directors may
be paid for their services as Directors, a sum not exceeding such fixed sum per
annum as may be determined by the Company in general meeting, to be
divided among the Directors and in default of agreement then in equal shares.
The maximum aggregate remuneration for non-executive Directors has been set
at no more than $200,000.

In addition, a Director may be paid fees or other amounts as the Directors
determine where a Director performs special duties or otherwise performs
services outside the scope of the ordinary duties of a Director. Patricia Fields has
been paid $52,000 in consulting fees by the Company since 1 January 2013 to
the date of issue of this Prospectus. The professional consulting services provided
by Mrs Fields were for the period June to October 2012.

Directors, companies associated with the directors or their associates are also
reimbursed for all reasonable expenses properly incurred in the course of
conducting their duties which include, but are not in any way limited to, out of
pocket expenses, travelling expenses, disbursements made on behalf of the
Company and other miscellaneous expenses.

The table on the following page shows the total  annual remuneration paid to
both executive and non-executive directors.

21

Director	Year End 30 June 2011 $	Year End 30 June 2012 $	1 July 2012 to Current $
Wayne Loxton	Nil	Nil	60,483
Mark Avery	Nil	Nil	53,387
Patricia Fields	Nil	Nil	62,0001
Bob Watson	Nil	Nil	Nil

Notes

1. Patricia Fields has been paid by the Company $10,000 in Directors fees and $52,000 for consulting fees between 1 January 2013 to the date of this Prospectus.

7.3 Interests of Experts and Advisers

Other than as set out below or elsewhere in this Prospectus, no:

• (a) person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;

• (b) promoter of the Company; or

• (c) underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue,

holds, or has held, within 2 years preceding lodgement of this Prospectus with
the ASIC, any interest in:

• (a) the formation or promotion of the Company;

• (b) any property acquired or proposed to be acquired by the Company in connection with:

• (i) its formation or promotion or

• (ii) the Offer; or

• (c) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have
been given or agreed to be given to any of these persons for services provided
in connection with:

• (a) the formation or promotion of the Company: or

• (b) the Offer.

Steinepreis Paganin has acted as solicitors to the Company in relation to the
Offer. The Company estimates it will pay Steinepreis Paganin approximately
$10,000 (excluding GST and disbursements) for these services. During the 24
months preceding lodgement of this Prospectus with the ASIC, Steinepreis
Paganin has been paid fees totalling $134,426 (excluding GST and
disbursements) for legal services provided to the Company.

22

7.4 Consents

Each of the parties referred to in this Section:

• (a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section; and

• (b) to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section.

Steinepreis Paganin has given its written consent to being named as the solicitors
to the Company in this Prospectus. Steinepreis Paganin has not withdrawn its
consent prior to the lodgement of this Prospectus with the ASIC.

Nexia Court & Co has given its written consent to being named as the
Company’s auditor in this Prospectus, as well as consent for the inclusion of the
audit reviewed balance sheet for the half year ended 31 December 2012 in
Section 4.5 of this Prospectus (in the form and context in which it is included).
Nexia Court & Co has not withdrawn its consent prior to the lodgement of this
Prospectus with the ASIC.

7.5

Litigation

As at the date of this Prospectus, the Company has received an originating
application from a former director of Yowie Group Ltd to commence legal
proceedings against the Company and a former director Mr Greg O’Reilly and
current directors Ms Patricia Fields and Mr Mark Avery. The Company is currently
seeking legal advice and will keep Shareholders informed via the ASX and its
website as further information becomes available.

7.6 Estimated Expenses of Offer

The total expenses of the Offer are estimated to be approximately $326,621
(excluding GST) (assuming full subscription), and are expected to be applied
towards the items set out in the table below:

Expenses of the Offer	$
ASIC lodgement fee	2,171
ASX quotation fees	11,450
Legal expenses	10,000
Brokerage Costs (based on 6% commission)	300,000
Printing, distribution and other expenses	3,000
Total	326,621

7.7 Market Price of Shares and listed Options

The Company is a disclosing entity for the purposes of the Corporations Act and
its Shares are enhanced disclosure securities quoted on ASX.

The highest, lowest and last market sale prices of the Shares on ASX during the
three months immediately preceding the date of lodgement of this Prospectus
with ASIC and the respective dates of those sales were:

23

Highest	$0.18	15 & 16 May 2013 & 5 & 17June 2013
Lowest	$0.13	24, 26, 29 & 30 April and 1, 2, 3, 6 & 7 May 2013
Last	$0.18	17 June 2013

7.8 Electronic Prospectus

Pursuant to Class Order 00/44, the ASIC has exempted compliance with certain
provisions of the Corporations Act to allow distribution of an electronic
prospectus and electronic application form on the basis of a paper prospectus
lodged with the ASIC, and the publication of notices referring to an electronic
prospectus or electronic application form, subject to compliance with certain
conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure
that you have received the entire Prospectus accompanied by the Application
Forms.  If you have not, please phone the Company on (08) 9287 4600 and the
Company will send you, for free, either a hard copy or a further electronic copy
of the Prospectus, or both.  Alternatively, you may obtain a copy of this
Prospectus from the Company’s website at www.yowiegroup.com.

The Company reserves the right not to accept an Application Form from a
person if it has reason to believe that when that person was given access to the
electronic Application Form, it was not provided together with the electronic
Prospectus and any relevant supplementary or replacement prospectus or any
of those documents were incomplete or altered.

24

8. DIRECTORS’ AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a
resolution of the Directors.

In accordance with Section 720 of the Corporations Act, each Director has
consented to the lodgement of this Prospectus with the ASIC.

Dated: 18 June 2013.

==> picture [109 x 32] intentionally omitted <==

_______________________________

Mr Wayne Loxton Executive Chairman Signed for and on behalf of YOWIE GROUP LTD

25

9. DEFINITIONS

$ means Australian dollars.

Applicant means an investor who applies for Shares pursuant to the Offer.

Application Form means an application form either attached to or accompanying this Prospectus.

ASIC means the Australian Securities and Investments Commission.

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

ASX Listing Rules means the Listing Rules of the ASX.

ASX Settlement Operating Rules means the settlement rules of the securities clearing house which operates CHESS.

Board means the board of Directors unless the context indicates otherwise.

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.

Closing Date means the date specified in Section 1 of this Prospectus (unless extended or closed earlier).

Company or Yowie means Yowie Group Ltd (ABN 98 084 370 669).

Constitution means the constitution of the Company as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company as at the date of this Prospectus.

General Meeting means the general meeting of Shareholders held on 13 June 2013.

Offer means the offer of Shares the subject of this Prospectus.

Official Quotation means official quotation on ASX.

Option means an option to acquire a Share.

Optionholder means the holder of an Option.

Prospectus means this prospectus.

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

Shareholder means the holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

26

DO NOT COMPLETE UNLESS INSTRUCTED TO DO SO BY THE DIRECTORS

BEFORE COMPLETING THIS APPLICATION FORM YOU SHOULD READ THE ACCOMPANYING PROSPECTUS AND THE INSTRUCTIONS OVERLEAF

APPLICATION FORM

YOWIE GROUP LTD

ABN 98 084 370 669

APPLICANT’S DETAILS:

Full name (PLEASE PRINT)

Title, Given Name(s) & Surname or Company Name

JointApplicant#2or	JointApplicant#2or	JointApplicant#2or	JointApplicant#2or	JointApplicant#2or	JointApplicant#2or	JointApplicant#2or	JointApplicant#2or	JointApplicant#2or	JointApplicant#2or	JointApplicant#2or	JointApplicant#2or	JointApplicant#2or	JointApplicant#2or	JointApplicant#2or	JointApplicant#2or	JointApplicant#2or	JointApplicant#2or	JointApplicant#2or	JointApplicant#2or	JointApplicant#2or	JointApplicant#2or	JointApplicant#2or	JointApplicant#2or	JointApplicant#2or	JointApplicant#2or	JointApplicant#2or	JointApplicant#2or	JointApplicant#2or	JointApplicant#2or
JointApplicant#3 or
Postal Address (PLEASE PRINT) Street NumberStreet
Suburb/Town State PostCode

ABN, Tax File Number or Exemption Applicant #2

Applicant #3

CHESS HIN or Existing SRN (where applicable)

Number of Shares applied for Application Money enclosed at $0.15 per Share A$……………………………

I/We whose full name(s) and address appear above hereby apply for the number of Shares shown above (to be allocated to me/us by the Company in respect of this Application) under the Prospectus on the terms set out in the Prospectus. Cheque Details (if not paying by direct deposit):

PLEASE ENTER Drawer CHEQUE DETAILS THANKYOU My/Our contact numbers in the case of inquiry are: Telephone	Drawer	Bank	BSBor Branch	Amount
		( ) . . . . . . . . . . . . . . . . . . . . . . . .	. Fax ( ) . . . . . . . . .	. . . . . . . . . . .

. . .

NOTE : You may pay for your Shares by cheque or by direct deposit as per the instructions set out in the Prospectus.

Cheques should be made payable to Yowie Group Ltd , crossed “ NOT NEGOTIABLE ” and forwarded to the address outlined on the back of this Application Form to arrive no later than 5.00pm (WST) on 30 August 2013 (or such earlier date as directed by the Company) .

Declaration

This Application Form does not need to be signed. By lodging this Application Form and a cheque for the application money this Applicant hereby:

(1) applies for the number of Shares specified in the Application Form or such lesser number as may be allocated by the Directors;

• (2) agrees to be bound by the constitution of the Company;

• (3) authorises the Directors to complete or execute any documentation necessary to effect the issue of Shares to me/us.;

(4) confirms receipt of a copy of the Prospectus accompanied by or attached to this Application Form, or a copy of the Application Form or a direct derivative of the Application Form before applying for the Shares;

(5) acknowledges that the Company will send me/us a paper copy of the Prospectus and any Supplementary Prospectus (if applicable) free of charge if I/we request so during the currency of the Prospectus;

(6) acknowledges that returning the Application Form with the application monies will constitute my/our offer to subscribe for Shares in the Company and that no notice of acceptance of the application will be provided.

27

TO MEET THE REQUIREMENTS OF THE CORPORATIONS ACT, THIS FORM MUST NOT BE HANDED TO ANY PERSON UNLESS IT IS ATTACHED TO OR ACCOMPANIED BY THE PROSPECTUS DATED 27 MARCH 2013 AND ANY RELEVANT SUPPLEMENTARY PROSPECTUS.

INSTRUCTIONS TO APPLICANTS

Please post or deliver the completed Application Form together with a cheque to the Company. If an Applicant has any questions on how to complete this Application Form, please telephone the Company on (08) 9287 4600 or your professional adviser. The Form must be received by the Company no later than 5.00pm (WST) on 30 August 2013 (or such earlier date as directed by the Company).

A. Name of Applicant / Joint Applicants or Account Designation

Write the Applicant’s FULL NAME. This must be either an individual’s name or the name of a company. Please refer to the bottom of this page for the correct form of registrable title. Applications using the incorrect form of registrable title may be rejected. If JOINT APPLICANTS are applying, up to three joint Applicants may register. If applicable, please provide details of the Account Designation in brackets. Please refer to the bottom of this page for instructions on the correct form of registrable title.

B. Address

Enter the Applicant’s postal address for all correspondence. If the postal address is not within Australia, please specify Country after City/Town.

C. Contact Details

Please provide a contact name and daytime telephone number so that the Company can contact the Applicant if there is an irregularity regarding the Application Form.

D. TAX FILE NUMBERS

The collection of tax file number ("TFN") information is authorised and the tax laws and the Privacy Act strictly regulate its use and disclosure. Please note that it is not against the law not to provide your TFN or claim an exemption, however, if you do not provide your TFN or claim an exemption, you should be aware that tax will be taken out of any unfranked dividend distribution at the maximum tax rate. If you are completing the application with one or more joint applicants, and you do not wish to disclose your TFN or claim an exemption, a separate form may be obtained from the Australian Taxation Office to be used by you to provide this information to the Company. Certain persons are exempt from providing a TFN. For further information, please contact your taxation adviser or any Taxation Office.

E. CHESS HIN or existing SRN Details

The Company participates in CHESS. If the Applicant is already a participant in this system, the Applicant may complete this section with their existing CHESS HIN and the name and address as recorded in the CHESS system. If the applicant is an existing shareholder with an Issuer Sponsored account, the SRN for this existing account may be used. Otherwise leave the section blank and the Applicant will receive a new Issuer Sponsored account and statement.

F. Cheque Details

Make cheques payable to Yowie Group Ltd in Australian currency and cross them “Not Negotiable”. Cheques must be drawn on an Australian Bank. The amount of the cheque should agree with the amount shown on the Application Form.

If a Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the Directors as to whether to accept a Application Form, and how to construe, amend or complete it, shall be final. An Application Form will not however, be treated as having offered to subscribe for more Shares than is indicated by the amount of the accompanying cheque.

Forward your completed application together with the application money to: Yowie Group Ltd Suite B9 431 Roberts Road SUBIACO WA 6008

CORRECT FORMS OF REGISTRABLE TITLE

Note that ONLY legal entities are allowed to hold securities. Application Forms must be in the name(s) of a natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and the surname is required for each natural person. Application Forms cannot be completed by persons under 18 years of age. Examples of the correct form of registrable title are set out below.

Type of Investor	Correct Form of Registration	Incorrect Form of Registration
IndividualUsegiven names in full,not initials	MrJohn AlfredSmith	JASmith
Company Use the company’s full title,not abbreviations	ABCPtyLtd	ABCP/L or ABC Co
Joint Holdings Use full and complete names	Mr Peter Robert Williams & Ms LouiseSusan Williams	Peter Robert & LouiseSWilliams
Trusts Use the trustee(s) personal name(s).	Mrs Susan Jane Smith	Sue Smith Family Trust
Deceased Estates Use the executor(s) personal name(s).	Ms Jane Mary Smith & Mr Frank William Smith	Estate of late John Smith or JohnSmith Deceased
Minor (a person under the age of 18) Use the name of a responsible adult with an appropriate designation.	Mr John Alfred Smith	Master Peter Smith
Partnerships Use the partners personal names.	Mr John Robert Smith & Mr Michael John Smith	John Smith and Son
Long Names.	Mr John William Alexander Robertson-Smith	Mr John W A Robertson-Smith
Clubs/Unincorporated Bodies/Business Names Use office bearer(s) personal name(s).	Mr Michael Peter Smith	ABC Tennis Association
Superannuation Funds Use the name of the trustee of the fund.	Jane Smith Pty Ltd	Jane Smith Pty Ltd Superannuation Fund

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