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Dec 2010 / Jan 2011

Investment Opportunities for Wholesale, Sophisticated and High Net Worth Investors

ASX listed gold explorer with projects in Brazil, PNG and Australia (29)

Pre-IPO direct marketing system with 3.6 million cardholders (17)

Value investment fund focused on Australian equities (22)

Global digital media distribution company with operations in the US, the UK and Australia (18)

Property development group capitalising on mining sector growth in Central Queensland (24)

ASX listed biotech targeting global in vitro diagnostics (ivd) market (30)

Annual Edition whole sale i nve stor.com.au w w w. w h o l e s a l e i n v e s t o r. c o m . a u

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Never heard of the most active broker in new capital raisings?

The smart money likes it that way. The smart money knows that some things are best kept to oneself. Perhaps that’s why you might not know about the broker that’s quietly become one of Australia’s leading financial service firms. Patersons Securities has been Australia’s most active in new capital raisings since 2007 and raised in excess of $6.6 billion in over 760 new issues over the past decade. Since 30 June 2009, Patersons has raised capital for numerous companies, including GIP, SBL, ARV, COK, AMX, NTU, ABU and RDR.* Patersons has frequently been ranked first by number of new equity issues in Australia and continues to be so in 2010 with 16.4% of the market. To be eligible to participate in Patersons new deal flow you must have net assets of at least $2.5 million or gross income of $250,000 or more for each of the last two years.

To find out more about Patersons new deal flow call Marco Longo or Michael Brindal on 03 8803 0167 or email corporatedeals@psl.com.au.

www.psl.com.au

T H E AU S T R A L I A N S TO C K B RO K E R

* Refers to the company’s ASX code. This is intended to provide general advice only, and has been prepared without taking account of your objectives, financial situation or needs and therefore before acting on advice contained in this advertisement you should consider its appropriateness having regard to your objectives, financial situation and needs. You should only seek to participate in offers as a sophisticated investor if you have previous experience in investing in securities, so you can assess the merits of an offer, the value of securities, the risks involved in accepting the offer, the adequacy of the information in respect of the offer and whether it is suitable to your circumstances.

2 Patersons Securities Limited ABN 69 008 896 311 AFSL No. 239 052

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Participant of ASX Group; Participant of NSX Group; Stockbrokers Association of Australia Principal Member; Financial Planning Association Principal Member


ANNUAL EDITION 2010

Contents Wholesale Investor Magazine is published by Wholesale Investor Pty Ltd ACN 131 512 715 Managing Director - Steve Torso Publisher - Reuben Buchanan Senior Account Managers: - Milton Papadopoulos - Kevin Brown - Matt Hayne - Anthony Panoyan Distressed Asset Manager - Peter Richards Editor - Michelle Smith Directors Steve Torso – Managing Director Reuben Buchanan – Executive Director Domenic Carosa – Non Executive Director Advisory board - Tim Trumper Sydney: Address - Suite 204, 66 King St. Sydney Phone - 1300 597 595 Melbourne: Address - Suite 2, 150 Chestnut St, Richmond 3121 Phone - 1300 899 171 Web - www.wholesaleinvestor.com.au Editorial Enquiries editorial@wholesaleinvestor.com.au Advertising Enquiries advertising@wholesaleinvestor.com.au Listing Enquiries capital@wholesaleinvestor.com.au 1300 597 595 Subscription Enquiries subscribe@wholesaleinvestor.com.au Design/Layout - Dan Segal The Creative www.dansegal.com.au Printer - GEON Group www.geongroup.com Distribution - D&D Mailing www.ddmail.com.au

Disclaimer This Publication contains prominent statements appropriate for the particular medium by which the Publication is made to the effect that: (A)the information contained in the Publication about the proposed business opportunity and the securities or scheme interests is not intended to be the only information on which the investment decision is made and is not a substitute for a disclosure document, Product Disclosure Statement or any other notice that may be required under the Act, as that Act may apply to the investment. Detailed information may be needed to make an investment decision, for example: financial statements; a business plan; information about ownership of intellectual or industrial property; or expert opinions including valuations or auditors’ reports; and (B)a prospective investor is strongly advised to take appropriate professional advice before accepting an offer for issue or sale of any securities or scheme interests; For more information, please visit our website www.wholesaleinvestor.com.au or email info@wholesaleinvestor.com.au

Editorial 4

Letter from the Managing Director & Distressed Investor Update

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Company Updates

10

Maximising acquisition value: Getting the most out of your people

By Martin Kaplan and Eileen Fernandes, Deloitte

Australian Biotechnology: 11 

Improving the quality of life for millions globally By Dr Anna Lavelle, Chief Executive Officer, AusBiotech

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Pre-revenue companies:The battle for investor attention

13

Cleantech sector investment: Finding winners

By Jamie Taylor, Head of Equity Capital Markets, Wilson HTM Investment Group By John O’Brien, Managing Director, Australian CleanTech

Recapitalisation through the external administration process: 14  unlocking value in the current market

By Bryan Hughes, Managing Partner Pitcher Partners Perth, Business Recovery and Insolvency Services 15

Distressed Investing 101

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Private Ancillary Funds: Surprisingly simple. Hugely rewarding.

By Suelen McCallum, Chief Executive Officer, dVT Consulting By Chris Cuffe, Chair, SVA Future Trust

Opportunities 17

Rainbow Rewards Holdings

Because Group International

18

20 Acquest Asset Management 22

Advocate Partners

Matakii Development Group

24

Vocus Communications (ASX:VOC)

32 33

Cobar Consolidated Resources (ASX:CCU)

Atlantis Resources Corporation

34 36

Astra Mining

38

Virasec

26

GoPC

40

27

Leverage Property (Homebush Development)

Simple Simon (Lindsay PieMaking Equipment)

41

Property Match Up

28

Rox Resources (ASX:RXL)

42

Intresto

29

Gold Anomaly (ASX:GOA) 43

Deal Index

Anteo Diagnostics (ASX:ADO)

30 31

Patrys (ASX:PAB)

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Letter from the Managing Director High net worths take the reins on investing in Australia’s innovative potential, as International Investors follow closely. As 2010 quickly draws to a close, 2011 looms as a year of great opportunity for Australian companies. As the industry sits around debating the relevancy and role of traditional Venture Capital funds, the Federal Government has just granted another $160million to VC fund managers. From where we sit, traditional VC funds are one very small component of the Private Equity space. The majority of activity in the Private space is driven by the high net worths, deal makers, CEOs and Directors who thrive in contributing their money, IP and networks to drive growth in these companies. Recently SmartCompany ran a great article which highlighted the side investments of some Australian Billionaires and ultra high net worths into small companies. The article is titled “The Side-bets of the rich”. Whilst this only highlights a few investors, the deals completed in this space are greater than most people are aware of. As we move towards 2011, one thing is for sure. Innovation and entrepreneurship is alive and growing in Australia. We are inspired by the technologies being developed and exported to the world. We are also inspired by the vision being created by these companies.

From QBiotics, the impressive cancer drug found in the Australian rainforest, to Atlantis Resources Corporation, who just secured a major deal with the UK Government to supply 400 tidal turbines which have the potential to supply power to 400,000 people, through to impressive innovations in Steel which increase its strength, revolutionary building materials and impressive diagnostic technologies, there is no doubt 2010 has been an impressive year for Australian companies. Australian Mining, Biotech, Medical Device, Cleantech and renewable energy companies are being sought by International investors. In October AusBiotech showcased 40 Australian companies to nearly 150 investors who had flown in from around the world. 1 group (acting on behalf of a HNW family) alone has invested nearly $40m into this sector in the last 6 months! We look forward to showcasing further innovations over the next 12 months. Regards, Steve Torso Managing Director - Wholesale Investor

Distressed Investor Update The last few months have been quite exciting for distressedinvestor.com.au, with the recent launch of the website. On the new platform we have had opportunities across a range of sectors including a large industrial estate approved for development, a boat building business for sale from receivers and even a well known and established vineyard for sale due to extenuating circumstances.

This is not due to any dire predictions for the Australian economy or small business, more the realisation that there is a cleanup that is yet to happen as Banks and the ATO start to collect outstanding debt accumulated pre GFC. We are determined to show as many of these deals to you as possible via our distressed platform.

Over the next 12 months we will continue to develop and expand what we believe will become the essential tool for any investor looking to invest in the distressed market in Australia.

In this issue we have two very interesting articles focussing on the distressed market with “Recapitalisation through the external administration process: unlocking value in the current market” by Bryan Hughes, Managing Director of Pitcher Partners Perth, Business Recovery and Insolvency Services on page 14 and “Distressed Investing 101” by Suelen McCallum, CEO of dVT Consulting on page 15.

To aid this we are asking you the investor to take an active role in the development of the distressed platform by offering us regular feedback and in particular a more detailed scope of the type of deals that you are looking for. So if you are registered on our distressed platform, email or contact us to discuss your interests, if not registered do so today at www.distressedinvestor.com.au and let us know what you seek. Looking towards the next 12 months, the talk within the distressed industry is that there will be significant growth in Australia’s Distressed Market and as a result plenty of opportunities for investors with funds to execute.

If you are interested in accessing distressed opportunities or you want to learn more about the distressed market and find out what is going on in the industry contact me at p.richards@ distressedinvestor.com.au Regards, Peter Richards Manager – Distressed Assets

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Company Updates Ecoquest successfully launch little takas range

Australian bauxite expands resources at two projects

2010 has seen Ecoquest Ltd transform both its capability and focus on the journey from Research and Development to Market Entry of its 90% biodegradable disposable nappies and 100% biodegradable bamboo baby wipes. An extensive PR campaign headed by Elka Whalan, new mum and former Olympic swimmer, has received wide coverage across the media. Distribution is building significantly across Australia through IGA Grocers, Toys R Us and baby specialists such as Baby Kingdom with the nappies and wipes available in over 100 mainstream Australian supermarkets and stocked in more than 200 retail outlets nationally.

Australian Bauxite Limited is an exploration company holding the core of the Eastern Australian Bauxite Province. The company’s bauxite is high quality and can be processed at a low temperature, which is in short supply globally. The company aspires to identify bauxite resources in excess of 200 million tonnes for export.

Ecoquest has delivered a differentiated proposition under the Little Takas branding to both the consumer and distribution channels that will enable the growing number of environmentally aware parents to purchase a nappy that offers high performance together with an ability to biodegrade by 90% within 6 months under aerobic conditions. Ecoquest continues to focus on Product Development for the future with the emphasis on biodegradability and sustainability and is committed to building a Brand portfolio that will continue to offer consumers and the environment better options through innovation.

2010 has been a big year for Australian Bauxite. The company has discovered another three major ore bodies and upgraded its resource tonnage by 64% to 35 million tonnes at Inverell, North NSW and has announced a maiden 5.4 million tonnes of bauxite at Taralga near Goulburn in South NSW. The company has also commenced drilling on its Tasmania project and made a high grade discovery of concealed bauxite at Binjour in Central Queensland, with an additional tenement application made to secure targets. Australian Bauxite will be commencing negotiations with major international aluminium companies during the next six months. The company also plans to commence at least one project feasibility study. A 40% expansion in activity is anticipated.

Sustainable Energy Australasia

Sustainable energy australia appoints us assets manager

Planet power to open 19 stores by june 2011

Sustainable Energy Australasia Limited is primarily focused on investing in the Energy industry, with a focus on developing energy projects in the Asian and Pacific Rim countries including the USA.

2010 has been a busy year for Planet Power. The past twelve months have seen the retail business meet the growing demands for solar system technology in the Australian market, with hundreds of new clients signed, multiple technologies on offer, a new range of products developed and over $1 million in capital raised.

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The Company has acquired the services of Mrs Meg Prestidge of Oklahoma as its US Assets Manager. Mrs Prestidge is a successful American businesswoman, having worked in senior roles at several oil and gas companies before opening her own law firm in 2005. She will be responsible for acquisitions, divestiture as well as identifying and evaluating oil and gas projects and other opportunities in order to achieve and maintain the company’s overall growth and objectives for the US region. Mrs Prestidge will be an integral part of the company’s upcoming IPO. Mrs Prestidge has also spearheaded several new leasing contracts with mineral rights owners in Oklahoma. Independent Expert Analysis of these locations indicate a probable DCF valuation of $US 10,000,000 per well based on current oil and gas prices and known geology. After raising approximately $500,000 in capital in 2010, the company plans to capitalise on their successes and spend 2011 raising sufficient seed capital and progressing towards an IPO. The company will also seek to add to its portfolio by acquiring a number of oil and gas related opportunities.

Planet Power is set to be the first national chain of stores providing energy efficient solutions to households and businesses through the sale and installation of products under the broad banners of Solar, Water, Air, Earth and Eco-tech. The company intends to capitalise on a first-mover advantage, expanding its national footprint and brand to become the leading retail provider of solutions to help Australians lower their energy expenses and reduce their carbon footprint. With nine stores currently in operation, Planet Power will continue to expand their network of retail businesses in 2011 by opening a further nine stores nationally by June 2011.

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Company Updates

Brightgreen’s sales exceed expectations in 2010

Gratuk to develop new products in 2011

“Amazing surprises” are in store from Brightgreen in 2011, according to company CEO David O’Driscoll. Brightgreen is a leader in the design and development of innovative LED based lighting to service a market worth $2.6 billion dollars in Australia alone over the next five years.

Gratuk Technologies Pty Ltd is a developer and provider of veterinary treatments for the equine, canine and feline veterinary markets. The products to be developed are new to the global veterinary industry but have been adapted from proven treatments of human conditions and diseases.

The multi award-winning Brightgreen will showcase their new technologies in a range of new products to be launched in 2011, with expectations that sales will exceed a projected 5% market penetration in new housing.

The company raised over $200,000 in capital in 2010, with another $3 million in funding committed and expected to be finalised by the end of November 2010. This will enable Gratuk to securely develop their IP in house.

An outstanding performance in sales in 2010 has seen the company’s sales increase by approximately 35% per month and outperform projected sales volumes by 15-20% each month. This success in sales has resulted in significant growth in the valuation of the company, with the share price expected to double as the first stage comes to a close at year’s end. Brightgreen is now the preferred supplier to most major large international companies in Australia, supplying their technology to real estate group Mirvac and the Department of Housing Australia.

Gratuk has made important progress in research and development, finding ways to significantly decrease pain and improve the quality of life for cats and dogs. The company has also identified new opportunities for product development and areas to get current products into the market faster than originally anticipated. In 2011 Gratuk plans to develop the majority of its base technology for all products and aims to have two products ready to show customers.

International orders placed for phase changer products

Future capital invests into myguestlist.com.au

Phase Changer designs, manufactures and distributes the world’s most advanced single phase to three phase electrical converters. Many parts of the world have no ready access to 3 phase power to operate machinery, and in many cases a Phase Changer is a viable cost effective alternative to utility 3 phase connection. Phase Changer has received significant international interest in their products in the past twelve months, with further product upgrades and orders placed from companies in the Middle East and Vietnam.

Future Capital Development Fund (FC), one of Australia’s leading Internet Investment groups, has announced it has invested into Australia’s leading guestlist management and hospitality marketing solution, MyGuestList.com. au.

In 2011, Phase Changer will focus on research and development for the US market and will cease manufacturing in Australia to generate higher profit levels and increase the company’s bottom line by an estimated 30%. The company’s plant in China is currently manufacturing for the international market. Phase Changer will continue to build strong investor relationships and are looking to engage with more active investors with a strong interest in the product and a willingness to work with the company as it expands.

MyGuestList.com.au is specifically designed to be a dynamic social tool for venue managers and promoters to manage guest lists, review late changes and view attendance patterns in real time. MyGuestList.com.au is also available on mobile and has launched Australia’s first fully automated iPad App for guestlists and bookings in the hospitality industry. The business predominantly generates revenue from signing up venues to the MyGuestList. com.au system and charging an ongoing monthly subscription fee. “We are pleased to be working with the MyGuestList.com.au team on the expansion of the business,” says Future Capital Chairman Domenic Carosa. “For the first time ever, venues can track patron demographics in real time. On the spot promotions and initiatives can be applied to frequent visitors.” MyGuestList.com.au CEO Damian Janeski said: “We are very pleased and excited to welcome Future Capital as shareholders and we look forward to benefiting from their vast knowledge and experience in the online sector as we continue executing on our growth plans in Australia.”

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Company Updates

Broadvector extends ipo offering

KFSU develops contract with Asahi breweries

Broadvector Limited is a mature Australian biotechnology company targeting conditions of the ageing population, one of the fastest growing markets in society. The company is developing therapies for the treatment of early stage prostate cancer and aseptic loosening of prosthetic implants such as artificial hips.

Food ingredient company KFSU Pty Ltd’s Japanese agent has agreements with several large companies in Japan, including leading Japanese brewer Asahi breweries, major food and drink distributor Otsaka, and retail pharmaceutical company Miki Pharmacies. The Australian and New Zealand agents have also increased market penetration in their regions.

Broadvector is seeking to raise up to $8.5 million by way of an IPO and listing on the Australian Securities Exchange (ASX). The company has extended the offer period under its prospectus to the end of November to maximise funding.

Following successful capital raises over 4 years of $3 million, KFSU has developed a natural dietary fibre from pineapple with a joint venture in Costa Rica in addition to its core dietary fibre product from sugarcane. The joint venture, funded by the Costa Rican company, permits round the clock production at a substantially lower cost than would be possible in Australia.

Global media coverage of Broadvector’s fundraising and research activities has given the company confidence for a successful IPO. The Australian and international press have continuously monitored the company’s progress, with features on Channel Nine and the Australian Financial Review being very well received. Broadvector anticipates that the Movember campaign for prostate cancer will also significantly increase the company’s profile. Given a successful IPO, Broadvector will commence a Phase I human clinical trial at one of Australia’s largest prostate cancer clinics in Sydney. The Company’s therapy for aseptic loosening of prosthetic implants has successfully completed clinical trials in Europe and is ready to enter Phase II clinical trials in humans. It also holds IP for a vector vaccine delivery platform which will be actively promoted to established vaccine companies.

With increased market penetration and a reduced risk profile, shares in the company have consistently doubled in value year by year over the last 4 years. Recently, distributors in NZ, Australia and Japan independently went to the market to confirm demand and set a price point leading to the estimated profitability for 2011 higher than originally anticipated. KFSU plans to build on these successes in 2011 by completing its major production facility in Home Hill QLD and doubling production capacity by the end of the year.

Atf Group signs contract with Spark solar’s first modules major US laboratory network scheduled for production in 2011 ATF Group Limited is a proactive pooled development fund which invests in diagnostic IT technologies. Its principal investment is Evivar Medical Pty Ltd. Evivar delivers real time, predictive, online assistance and guidance to clinicians treating patients suffering from HBV, enabling them to select the right medication at the right time for their patients. Evivar’s service and technology is now being used by all of the USA’s top three reference labs after it successfully signed a contract with the third largest clinical laboratory network in the United States. Patient numbers have been growing steadily month-by-month and are well on track for anticipated figures for the year. 2011 will see the Group focusing on attaining new licenses and continuing to drive the use of technology through current licenses, with further expansion in the US, Asian and European markets.

Spark Solar Australia is an Australian company that will manufacture worldclass photovoltaic modules in Australia using state-of-the-art automated module assembly techniques and screen-printed silicon solar cells. In the past twelve months, Spark has signed documents with customers covering their production output in 2011 and 2012, and has a contract for delivery of the turn-key equipment, which has a 25MW capacity, a guaranteed performance and is supplied by one of the leading global manufacturers. Spark Solar will continue to develop their products in 2011, with three patents pending on module design. Providing financial close occurs by the end of 2010, the first modules will be produced in the second half of 2011. The company has identified all but the remaining $1.5m in equity required to establish operations and is forecast to be profitable from the first year of operation.

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Company Updates

Rentmaster on track for official launch in 2011

Green resources group continues to expand

Rentmaster Pty Ltd has developed an online tool for the management of rental properties which offers time and cost savings to tenants, landlords, property owners and property managers along with other valuable benefits such as rental arrears support and a reduction of burdens to comply with legislative regulations. The Rentmaster platform will service the $2.7billion property management industry of over 2 million rental properties within Australia before licensing its patents to expand into overseas markets.

Green Resources Group is an Australian public company that is dedicated to supplying renewable energy solutions. 2010 has been an exciting year for the group, with the company generating in excess of $4 million in revenue a month.

The application has been developed using a high level of technology to automate tasks and will offer features and benefits that are a market first. For example, the application will be accessible from smart phones. Rentmaster recently appointed Mr Ian Coombe as CEO. Ian brings over 30 years of diverse management, technology deployment and business experience to the Rentmaster team and has been responsible for many IT and internet implementations.

The group has acquired IP for a technology that doubles the efficiency of solar cells from 16% to 33% whilst keeping production costs at the current level. The IP provides GRG with exclusive manufacturer and distributorship rights worldwide for this revolutionary technology. The Group plans to expand its operation to the United States by the end of 2010. In 2011 GRG will establish two manufacturers for the mass production of solar cells & solar inverters. It will expand its franchise business from three stores in Sydney to over 25 stores across Australia, whilst continuing to work in conjunction with various global organisations as its JV partners on providing turnkey solutions in building solar power stations.

Rentmaster has also recently launched the Beta version of its property management application and is currently in testing phase. Mr Coombe said “the feedback received from testing so far indicates that many of the headaches the rental market has had to endure, will be solved by Rentmaster.” “Investor interest is also heating up quickly as word gets out about how far we’ve progressed and how soon we’ll launch,” said Mr Coombe.

Management resource solutions signs over $2,800,000 in contracts in 2010 Activeplus change name to cynergy health and appoint new md and chairman 2010 has been a year of significant growth and development for Cynergy Health, formerly known as Activeplus Pty Ltd. The company changed their name to Cynergy Health after successfully acquiring the Australian owned Herb Valley brand, a major manufacturer and distributor of a range of vitamins, mineral and herbal supplements. Cynergy has also made several important changes to the board, with the appointment of new Chairman Joe Bayer to the board and Executive Chairman Geoff Crittenden moving into the role of Managing Director.

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Cynergy Health are anticipating another big year in 2011, having appointed new staff in Adelaide and recruited a sales force to promote the brand nationally. Cynergy is currently working with Dr Lindsay Brown of the University of Southern Queensland to develop new products. Next year the company plans to acquire two more brands while continuing to develop new products and increase their sales force.

Management Resource Solutions Limited (MRS) is a turnkey resource solutions company specialising in Project Management and Engineering in the resource industry, Quality Management, Auditing, Laboratory Set-up and Education in the fields of Quality Assurance, Scientific and Forensic and Oil and Gas. In 2010 the company has gone from strength to strength, signing major contracts with the American University of Libya and Qatar University and commencing work on a coal mine project in the Hunter Region and continuing to provide Quality Services to a nickel mine in New Caledonia. The contracts signed by MRS in 2010 were worth over $2,800,000. The company is raising approximately $1,000,000 in capital for further company development and is currently working towards listing on a suitable exchange.

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Company Updates

Special Phage Holdings

Special phage holdings products to enter human clinical trials Special Phage Holdings is an innovative biopharmaceutical company focused on developing novel antibacterials in response to the growing threat from antibiotic resistant “super bugs” such as MRSA (“Golden Staph”). 2010 has been a big year for Special Phage Holdings, with significant interest from investors in the company’s forthcoming Phase II clinical trials of their new MRSA product. Similar clinical trials on other phage therapy products to combat “super bugs” are due to start in 2011. The company has successfully raised over $1 million in seed capital and expects a further $4 million to be raised by early 2011. The majority of these funds are earmarked to support the forthcoming human clinical trials.

Atlantic healthcare achieves significant milestones with alicaforsen in 2010 Atlantic Healthcare’s lead treatment Alicaforsen is now available through a Named Patient Supply (NPS) programme for patients suffering from pouchitis and is being developed for other inflammatory bowel disease (IBD) conditions. Alicaforsen has completed five Phase II clinical trials in the US and Europe which showed safety and efficacy. In October the company announced it had selected and appointed Clinigen Pharma Limited as its exclusive NPS distributor in Europe and selected other countries, allowing Atlantic to respond fully to the needs of patients and their physicians by making Alicaforsen enema available across Europe from 1st December 2010 on a named patient basis. Atlantic has achieved fundraising for its plan to commence revenues from the supply of Alicaforsen. To date Atlantic has raised AUD$6 million. Atlantic is planning to move in to profit in 2011 and complete its next product acquisition and out-licensing agreements for markets outside its core areas of Europe and the United States. It is currently in discussions with North American and Middle East parties. In July Dr Huw Jones was appointed Chief Executive of Atlantic Healthcare’s therapeutics division, Atlantic Pharmaceuticals Limited and joined the board of Atlantic Healthcare. Huw has over 20 years experience in the pharmaceutical sector having previously acquired and launched over fifteen pharmaceutical products across Europe.

development opportunities for leverage property group Leverage Property Group is a property development company specializing in small to medium residential development projects in metropolitan Sydney. With their first two developments in Little Bay and Burwood currently under construction, Leverage Property are looking forward to further growth, with two to three more development opportunities in the Sydney area which will be made available to investors in 2011. Their current residential development opportunity in Homebush, NSW, is showing a return of 35% on total development costs and has raised over $2.5 million, with another $2 million expected to be raised by the end of November 2010.

Mirteq to target us & european markets in 2011 MIRteq has developed a revolutionary Microfibre Infused Resin (“MIR”) technology that can be poured, pumped and sprayed. It substitutes some fibreglass processes and allows fibreglass manufacturers to cast intricate shapes. It also competes with thermo-plastics without needing a capital intensive infrastructure. This technology won the 2010 American Composite Manufacturers ACE Innovation Award. The company now has a distribution agreement with Composites One and has commenced sales in the USA. Composites One is the largest distributor of fibreglass materials in North America, and its client list includes all the major fibreglass users and fibreglass resin companies. Sales have recently commenced in North America and the initial marketplace feedback from major manufacturers is very encouraging. Sales are expected to scale up rapidly. The company has 3 ancillary patents supporting its primary micro-fibre infused resin patent. Its tooling and fire retardant systems are now being actively promoted in the USA and its new displacement moulding system is also being seen as a significant development with great potential. MIRteq is now executing on its plan to open up in the USA before expanding into the European market.

Alantic is raising additional capital to accelerate the growth of Alicaforsen further, to progress its next product acquisition and capitalise on other opportunities.

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Maximising acquisition value getting the most out of your people By Martin Kaplan and Eileen Fernandes, Deloitte

The purchase of a business should not be regarded as simply a financial issue. Managing talent must also be closely considered if the value of the deal is to be maximised. In particular this includes ensuring that key talent is not lost, and that the environment that is created after the sale remains attractive to new employees.

Creating a transition roadmap The news of a change of ownership can shift over night to being a front page newspaper story in stark contrast to the initial shrouds of secrecy when an acquisition is being negotiated. After the deal is signed, everything changes, and the hallways are flooded with a variety of stakeholders, all giving different opinions and asking questions. A common mistake can be to say, “I’ll deal with people issues as they arise” – and end up with the business losing key people and with them, significant knowledge and value. Replacing this talent may then take years. It is therefore essential that before the deal is announced, investors and management should create an integrated roadmap, showing major milestones and their sequence, as well as a structured communication plan for stakeholders.

goals of the deal (including cost-cutting promises to shareholders) but a highly unionized environment may not allow for much disruption. Start-ups and mergers require different tactics for developing a transition roadmap. For a start-up, the necessary infrastructure (compensation, benefits and payroll) must be identified and adopted. In a merger, by contrast, decisions about infrastructure need to be made. How long should you keep both organisations’ procedures as is – for a year, six months? Should components be mixed and matched, or everything overhauled?

Compensation, benefits and payroll While HR’s deadlines are mostly set according to its own priorities, the immovable due dates of compensation, benefits and payroll should not slip. Before signing, retention strategies for key people and payroll changes should be identified and integrated into the executive communications plans. Before Day One, notify all stakeholder parties and have the changes in place. Recruiting issues should be quickly resolved. On “Day One”, implement your retention, executive compensation and recruiting plans. After completion, a key focus is changing and creating incentives for the new organisation, depending on the situation. HR benefits and work/life programs of the merging organisations are often not comparable, and service provider contracts should be reviewed.

The roadmap should be divided into phases; for instance: deal signing, preclosing, “Day One” launch, and post-closing. However, most of the strategy occurs prior to “Day One”

Secure your administrative contracts after signing, such as new insurance, superannuation, and deferred-compensation plans; prepare new employment documentation and identify employee programs you will offer along with their providers.

Communication

In a start-up, the payroll function will be built from scratch. In a merger, by contrast, how much payroll processes change depends on how much disruption the new business can handle. With payroll, there is no room for error: employees can deal with many uncertainties except in their paychecks.

A process for consistent internal and external communication is vital to manage stakeholder emotions, and ensure that channels are open for sensitive questions. Special attention should be paid to the messages that are being disseminated, and the questions that are asked. Prior to the signing, employee meetings should be prepared for by establishing a tightly monitored, consistent communication policy for conveying and monitoring information, promises and statements of intentions to all groups. Before completion, meetings should be conducted with supervisors and employees, and communications at press conferences and customer meetings should ensure the announcement to both the inside and outside world are consistent. Closely track the messages and promises (general and specific) made to each group and don’t make commitments you can’t keep. On “Day One”, launch meetings should be held with internal and external stakeholders. The process of a successful ownership transition should be outlined and a celebration of the opening of the new organisation included. Any negative news, such as redundancies or closures, should be balanced with a vision for the future. After completion, focus on meeting strategic goals such as integrating sales and R&D employees, achieving cost synergies, and integrating the organisations’ cultures. At this time, go beyond your transition plan to move into your new organisation’s HR strategy.

Specify, select, and load your payroll system after signing, and then test it. From “Day One”, the improved payroll system and procedures should be implemented. After implementation, review the roadmap, staffing and communications process frequently: the success of your investment depends on it. For further information, please contact Martin Kaplan on makaplan@deloitte.com.au or telephone him on + 61 2 9322 3544.

About Deloitte Private When it comes to business, it’s personal. 
Deloitte Private are small enough to care, but big enough to lead. Their strong heritage of expertise in working with private companies, individuals and families combined with the strength of a globally competitive firm uniquely positions us to best serve the Australian private market. They are the only firm to combine the disciplines and rigour of managing general business and compliance requirements with the opportunities created from world class thinking.

A prudent and balanced level of disruption to employees should be decided. In a merger, for instance, strategy will be driven by the commitments and Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member firms, each of which is a legally separate and independent entity. Please see www.deloitte.com/au/about for a detailed description of the legal structure of Deloitte Touche Tohmatsu Limited and its member firms. Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Touche Tohmatsu Limited.

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Australian biotechnology

Improving the quality of life for millions globally By Dr Anna Lavelle, Chief Executive Officer, AusBiotech

AusBiotech recently held the second Australasian Life Science Investment Summit (ALSIS), where more than 150 invited investors attended from around the world – re-confirming the event’s place as the largest of its kind in this part of the world. The event showcased the high calibre of investment potential of 39 Australian life science companies to the 150 investors who attended from 99 companies. 49 of these investors travelled from overseas to represent 39 international companies. Nineteen US investor companies sent at least one representative.

In what is believed to be the largest licensing deal ever signed with an Australian biotech company, Eli Lilly earlier this year announced the acquisition of a global license to AXIRON testosterone solution from Acrux for a reported deal for AU$366.7 million. Since July last year New York-based investment fund SpringTree Special Opportunities Fund has provided convertible note funding facilities for a number of companies in Australia. These include therapeutics developer CBio, which captured a facility worth AU$12.5 million in May after listing in February. SpringTree has invested in Prima BioMed, with a July 2009 commitment of AU$25.5 million to fund a clinical trial program for ovarian cancer treatment, CVac, and a AU$7.5 million investment in ovarian cancer diagnostic test developer HealthLinx, in October last year.

ALSIS attracted angel investors, venture capitalists, fund managers, and investment bankers, as well as representatives of superannuation funds and venture capital arms of the major pharmaceutical and biotechnology companies from Australia, the Asia Pacific region, North America and Europe.

During 2009-10 San Francisco-based La Jolla Investments’ funding facilities were important to other companies, such as Cellmid with a US dollar investment of $8 million, $6 million to Bone Medical, $6 million to Benitec, $6 million to Avita Medical (formerly Clinical Cell Culture) and a $6 million investment in Viralytics.

“Biotechnology has the potential to make the quality of our lives better”

Australia’s discoveries have improved the quality of life for millions of people across the world. These include the now legendary advances, like the ear, and the cervical cancer vaccine, Gardasil. More recently, the anti-viral treatment, Relenza, was integral in treating those affected by the swine flu outbreak. On the horizon is the vaccine for skin cancer, treatments for many significant illnesses including Alzheimer’s, biofuels made from algae, crops that are more tolerant of salt, and a diagnostic tool for mental illness. Regardless of the area of biotech, we are seeing incredible advancement.

To make our lives longer; to drive our economies; and to expand our job markets. And for these reason’s biotechnology stocks are increasingly becoming a valuable addition to an investment portfolio. Biotechnology is a new player in relative terms, but it provides a broad spectrum of business opportunities. The range of biotechnologies that are now within our reach is astounding. They affect the bare basics, like the water we drink, the food we consume and fuels that enable us to move around. It already touches so many aspects of our lives, from the detergents we use to life-saving medicines; from a gene test to a heart valve; from a higher fibre cereal to a treatment for cystic fibrosis. McKinsey’s published an article recently that argues biotechnology and its discoveries have provided us with the global dawn of the ‘organic age’, where ”Biology is likely to become the greatest single driver of the global economy.”

Beyond biotech companies, supportive public policy across many portfolios is key to leveraging the industry. Australia has weathered the GFC very well, but the biotech industry still awaits the passage and implementation of the R&D Tax Credit, which is to be debated in the Lower House imminently. The R&D Tax Credit is expected to be a huge stimulus to the industry, with the 45% refundable component for companies with turnover under $20 million and a 40% credit for remaining companies.

The Australian biotechnology sector now boasts a raft of success stories and a world-class industry. With an ever growing number of mature, well established companies, with increasing revenues, new products reaching market and pipelines showing great promise, biotechnology has the potential to shape our economy and improve how we live our lives. Australia is the leading location of biotechnology companies in the AsiaPacific region with almost 450 biotechnology companies and 600 medical technology companies. We are home to numerous research organisations and co-operative research centres. Australia’s number of ASX-listed life science companies has grown from 30 in 1999 to 111 just over a decade later. In comparison the US has within the realm of 330 companies. Major Australian biotechnology companies, CSL, ResMed and Cochlear, are now followed by a new wave of maturing, substantive companies with promising technologies and world-class business acumen. Last year, Australian life sciences companies attracted significant new investment and raised $673 million, demonstrating strong recovery from 2008. This year, multi-national pharmaceutical companies are increasingly embracing a collaborative model for pharmaceutical drug development, and anecdotally have moved from their traditional ‘research and development model’ to a ‘search and development model.’ Senior representatives from many of the world’s largest pharmaceutical companies, including Merck, GlaxoSmithKline, Roche, Pfizer, Novartis and Eli Lilly attended the AusBiotech 2010 annual conference, showing a keen interest, which has resulted in some major, exciting partnerships. Eli Lilly has become a major international player in Australia’s biotechnology industry this year with up to a $50million contribution to an Australian-first venture capital partnership between the Queensland Government, Eli Lilly & Company, and other strategic US partners. The company has also entered into important agreements with Acrux and Starpharma.

(L-R) The Hon Gavin Jennings, Victorian Innovation Minister, The Hon John Brumby, Premier of Victoria, Dr Anna Lavelle, CEO of AusBiotech, at the opening of the Australasian Life Science Investment Summit held in October 2010.

About AusBiotech AusBiotech is Australia’s Biotechnology industry organisation, which represents over 3,000 members, covering the human health, agricultural, medical device, bioinformatics, environmental and industrial sectors in biotechnology. AusBiotech is dedicated to the development, growth and prosperity of the Australian biotechnology industry. The Australasian Life Science Investment Summit was held on 19 October 2010 in Melbourne, Victoria. Further information can be found at: www.ausbiotech2010.com.au/alsis

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pre-revenue companies: the battle for investor attention

By Jamie Taylor, Head of Equity Capital Markets, Wilson HTM Investment Group

After a few weeks of solid gains in equity markets, signs of life are returning to the IPO market. With the exception of the mining and mining services sectors, the volatile market conditions throughout 2010 have seen the IPO market effectively closed for most companies.

The listed market is not always the right place for early stage technology companies, especially when risk appetite dries up and access to capital becomes difficult. Although venture capital investors will put a company through the hoops (and possibly make you wish you hadn’t bothered) they are often the right investor to have in the early stages because they will be there for the next investment round and add value beyond the capital invested. I am not saying to ignore the listed market but be realistic about whether that is the right place for your company.

The “re-opening” of the IPO market tends to initially focus on those companies with established business models and visibility of earnings and cashflows. Risk appetite amongst investors is still quite low, so when they take their first steps back into the IPO market investors are looking for commensurate low risk plays. I am often asked “how have all these speculative mining companies been able to raise capital in this volatile environment?” The appetite for mining stocks has been fuelled in large by the China growth story, which has seen commodity prices on a mostly upward trajectory in 2010 despite the occasional retreat. The other point to understand is that since the Melbourne Stock Exchange was formed in 1861 Australian investors have been “punting” on mining stocks and hence have a high familiarity with the risks and rewards that can follow. The history of the Australian Securities Exchange (ASX) is peppered with spectacular stories of fortunes won and lost in the mining sector and there is no shortage of investors looking to find the next Poseidon/Fortescue and happy to risk the losses along the way. The same can’t be said for other pre-revenue sectors such as Life Sciences and Cleantech. These are still very much niche sectors for the broader investment community, and whilst each sector has its own success stories they also have their fair share of failures. The reality is that it will take time and a track record of successful investments before these sectors emerge into the mainstream. Having said that, for many leading ASX-listed Life Sciences companies in later stages of development and reaching commercialisation stage, we are confident of more success stories in the near term. Investment will follow success of these companies, and the up-and-comers looking to IPO will benefit from having a few particular attributes: • A management team and Board with a combination of strong industry experience as well as public markets experience, and who have some risk capital tied up in the success of the company • A clearly defined set of milestones with key dates and valuation inflection points that the management team can be judged against • Medium term timeframe to commercialisation: public market investors are largely looking at later stage companies and less willing to support early stage development plays • Independent verification of the technology which can be expressed through third party collaborations or investment from established players • A large addressable market with a demonstrated ability to access the target market post-commercialisation especially when there are large global gatekeepers to engage • Sufficient cash at the time of listing to allow the company to hit some key milestones and for management to prove their capability before returning to investors to raise more capital A common point of contention at the IPO stage is the valuation uplift that companies are seeking relative to the last round of investment, or relative to the stage of development that the company has achieved. Investors will always want to know how much money has been invested to date by the founders/promoters, and how this compares with the valuation sought at the IPO. There are no easy rules of thumb but suffice to say that if there is a significant uplift from the cash invested to the pre-money IPO valuation being sought then the company will need to show that they have created tangible value along the way. The next piece of the puzzle for investors is being able to understand the market potential of the technology in dollar terms, and then risk-adjusting for the remaining steps required in attaining the key commercialisation phase when the dollars start to come in the door. This risk adjustment, or discount rate, will often be severe given the time taken to progress to commercialisation (which is usually much longer than the company anticipates), and the risk of competing technologies emerging that could render the current best technology redundant.

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About Wilson HTM Wilson HTM is a leading Australian capital markets business specialising in research, capital raisings, mergers and acquisitions and stockbroking services for the mid-market sector. The origins of the firm date back to 1895. The Corporate Finance division is focussed predominantly on the listed market.

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cleantech sector investments: finding winners By John O’Brien, Managing Director, Australian CleanTech

What is Cleantech?

Cleantech Investing in 2011

The ultimate goal of Cleantech is to integrate it into everything we do, and, in the words of Vinod Khosla (one of the world’s leading cleantech venture investors), to become ‘maintech’. Those technologies that do become ‘maintech’ will generate extremely healthy returns. The category will then not be something special: it will just be the way things are done. Investing in the sector will then just be about investing in strong companies and will no longer be singled out as something different.

Successfully investing in cleantech in 2011 requires an understanding of three areas

Clean Technology investments are often seen as highly speculative and backing only the ‘bleeding’ edge of science innovation. If this was the case, then it would only suit those with a very high risk tolerance seeking large returns. Some of the larger US and European venture funds have taken this approach and put significant resources behind some very early stage biofuels and energy storage technologies that, if they succeed, will change the world. The truth however is that with a little bit of research, it is easy to find a good number of companies that base their businesses on making money from doing environmental good without necessarily being at the forefront of technological innovation. That’s not to say that every company claiming environmental benefits is a good investment – far from it – but there are plenty of options available for investors of all risk appetites. Companies that fall into the cleantech basket include those that are focussed on renewable energy (wind, solar, geothermal etc), water technologies, waste management and recycling, green buildings, energy efficiency, biomaterials, energy storage, vehicle technologies, environmental services, biofuels and carbon. The element that binds these diverse companies together is that their products and services all have both ‘economic and environmental benefits’.

Sector Activity The sector was reviewed in the Australian Cleantech Review 2010 published earlier this year. This included an analysis of the 420 leading Australian cleantech companies and provided some interesting patterns in the subsectors with the greatest activity levels and the regions in which they are based. As a sector, the companies had a combined revenue of $9.2 billion and employed over 13,000 people. They raised a total of $2.3 billion in new funds during the 2009 calendar year in 86 separate capital transactions. Listed

Unlisted

TOTAL 420

87

333

Market Capitalisation ($m)

$11,247m

N/a

N/a

Revenue ($m)

$7,520m

$1,718m*

$9,238

NPAT ($m)

-$397m

N/a

N/a

Number of Companies

Employees Money Raised ($m)

9,193*

4,446*

13,639

$2,038m

$243m

$2,281m

No. of Capital Transactions

60

26

86

Average Capital Transaction

$34m

$9.3m

$26m

Firstly, it is essential to understand which subsectors of cleantech have the greatest chance of success given the current regulatory trends, industry needs and global technology developments. We see emerging opportunities in the treatment and delivery of water, improved monitoring technologies, economic distributed generation products, energy efficiency solutions for industry and recycling technologies driven by increasing commodity prices. We also see opportunities for consolidation in the solar panel installation and water products sectors. Secondly, as with any good investment, it is necessary to complete detailed due diligence. Because many cleantech companies are using new technologies and even new business models, it is important to understand any additional risks. As has been shown by the roller coaster ride of solar panel incentives over the last few years, regulatory risk can make or break sound investments. A focus on the technology and the commercial partnerships are also critical when considering an investment. Finally, to provide the best chance of success an efficient and reliable method of accessing investible opportunities is required. Wholesale Investor is one of the methods for accessing opportunities. Another is the Cleantech Angels Network, which was recently launched by Australian CleanTech and provides regular investment opportunities to investors interested in the sector. Company profiles distributed to investors include an assessment of their technical, regulatory and commercial risks. There is no doubt that the cleantech sector will provide handsome returns for those that invest wisely, but there are risks in the sector that need to be understood. Cleantech products and services will create more efficient businesses, less waste, greater recycling of all materials, higher standards of living, more fulfilling jobs and urban environments that are better places to live. By achieving these outcomes, the best cleantech investments will certainly become ‘maintech’ and, at the same time, create significant wealth for their investors.

* Australian CleanTech estimates based on company analysis.

The ACT Australian CleanTech Index provides an ongoing measure of the performance of Australian listed cleantech stocks. The Index has over 75 constituent companies and a combined market capitalisation of over $10Bn. Over the first quarter of the 2011 fiscal year, the ACT Australian CleanTech Index recorded a gain of 11.7%, ahead of the 6.9% gain by the S&P ASX200 but lagging 15.8% gain by the S&P ASX Small Ordinaries. This is a big improvement on the woeful performance of the index during FY10 where it lagged its benchmarks significantly. Percentage Change

FY07

FY08

FY09

FY10

1Q FY11

6 Mnths to Sept-10

12 Mnths to Sept-10

3Yrs to Sept-10

ACT Australian CleanTech Index

42.9%

-16.0%

-38.7%

-32.0%

11.7%

-16.3%

-25.1%

20.1%

S&P/ASX200

25.4%

-16.4%

-25.8%

11.8%

6.9%

-5.5%

-2.3%

30.1%

S&P/ASX Small Ords

40.4%

-23.0%

-32.4%

10.5%

15.8%

2.7%

4.8%

50.5%

About Australian CleanTech Australian CleanTech is a research and broking firm that provides advice to cleantech companies looking to grow, investors looking to invest in the sector and governments looking for economic development. We work across Australia and have very strong connections to Asia and in particular in China and Korea. Australian CleanTech publishes the Australian Cleantech Review and the Australian Cleantech Index.

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Recapitalisation through the external administration process: unlocking value in the current market By Bryan Hughes, Managing Partner, Pitcher Partners Perth, Business Recovery and Insolvency Services

Often laden with debt and a bottom heavy balance sheet, many fear the worst when an Australian Securities Exchange (ASX) listed company proceeds into external administration. However, when placed in appropriate hands, the reconstruction and recapitalisation of a company through the voluntary administration process may prove to be a rewarding exercise for a company’s shareholders.

The Process The recapitalisation of an ASX listed company is facilitated by the Part 5.3A provisions of the Corporations Act 2001 and a deed of company arrangement, which may capture and extinguish claims against a company. One of the terms of the deed of company arrangement will assign the right to claim against the company to a right to claim against a creditors’ trust. The use of a creditors’ trust allows a deed of company arrangement to be finalised immediately upon recapitalisation and the company may then meet the criteria to requote on the ASX. If managed carefully, compliance with the ASX Listing Rule requirements for admission and quotation, which can be an arduous and expensive exercise, may already be satisfied. The recapitalisation process typically results in a dilution of “pre-existing” shareholders’ interests, paving the way for new investors to establish a strong foothold in the requoted entity. However, often the process also results in a more valuable asset post reconstruction for the pre-existing shareholders, who are able to benefit in any appreciation in shares once trading is resumed.

Industry Expert Pitcher Partners has pioneered the way in reconstruction and recapitalisation of ASX-listed companies since it was the first to successfully restructure an ASX-listed company via the use of a creditors’ trust in 1996. Pitcher Partners has been able to unlock significant value for numerous distressed ASX-listed companies and their stakeholders by using the voluntary administration process to facilitate the injection of fresh capital whilst providing comfort to investors that any “skeletons” in the company’s closet will not return to haunt the re-listed company.

The Recapitalisation Proposal A proponent seeking to recapitalise an ASX-listed company will initially need to garner support for the proposal from the Administrator, although it is the creditors and shareholders who ultimately determine the fate of the company. The Administrator is required to provide their opinion on all the options available for the future of the company and recommend the proposal that is in the best interests of the company’s stakeholders, in particular the creditors. In providing their recommendation, the Administrator must take into account the objectives of Part 5.3A of the Act, that is to maximise the chances of the company, or as much as possible of its business, continuing in existence. Alternatively, if this is not possible, the Administrator must ensure that the recommendation results in a better return for the company’s creditors and members than would be achieved from an immediate winding up of the company.

Current Recapitalisation Market Investor appetite is improving as the market in Asia/Australasia recovers from the effect of the Global Financial Crisis and with this, we have witnessed first-hand commensurate demand for recapitalised companies.

Success Stories Pitcher Partners is proud to have facilitated the recapitalisation process where companies have been able to deliver outstanding results and substantial growth in shareholder value subsequent to voluntary administration and successful recapitalisation, including Midwest Corporation Ltd, Amcom Telecommunications Ltd and Consolidated Minerals Ltd. The recapitalisation market may be of particular interest to savvy and innovative investors who seek opportunities that can provide significant rewards.

Pitcher Partners is a full service accounting and business advisory firm with a strong reputation for providing personal service and quality advice to small to medium public companies and privately owned businesses. Pitcher Partners, including Johnston Rorke, is an association of independent firms located in Melbourne, Sydney, Perth, Adelaide and Brisbane. Pitcher Partners is also an independent member of Baker Tilly International. At Pitcher Partners we have the expertise to manage the Insolvency process, backed by experience across a broad range of industries. We work closely with clients to understand the facts that have led to the current situation and then use this knowledge to provide the right advice that can often avoid insolvency.

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DISTRESSED INVESTING 101 By Suelen McCallum, Chief Executive Officer, dVT Consulting

What is Distressed Investing? The purpose of distressed investment is to make medium or long term profits from buying distressed assets at a discount. Such investments are high risk/high return and are generally undertaken by specialist investors such as hedge funds, private equity funds or investment banks. The assets purchased are generally debt, equity or property, and the owner of those assets is usually in economic difficulty or perhaps even in formal external administration. Distressed property investing refers to the acquisition of real estate assets that have a loan attached in which the buyer has defaulted or is close to default. This is often linked to a falling property market, so the investor may see the potential for buying at a discount and holding on to the property until the market improves. The secured lender weighs up that investment against what they may receive in a bankruptcy or liquidation, while the investor has to consider the price paid versus the holding costs. Distressed debt represents loans and other financial obligations owed by a company. The value of a distressed company’s debt securities, such as bonds, convertible bonds and loans, are a factor of the company’s assets and trading viability. If the value of the company’s assets, especially on a forced sale basis, are minimal then the value of the securities reduces as a result. A distressed investor may be willing to pay a lender a percentage of the initial loan amount in hopes that the distressed company could recover and become profitable after a given period of time, and be able to pay the loan back at face value (or at least greater than the discounted purchase price). Distressed equity is similar, but the investor becomes the owner of the company by buying the company’s shares from the current shareholders – again at a discount but with a view to building up the value of those shares over time. Regardless of the type of investment, the investor will also often need to invest additional funds into the company to help it recover.

Distressed investing in Australia – how it has changed In comparison to other economies, Australia has a relatively low level of corporate distress and this has meant that the distressed market has not been a significant industry. Financial restructuring of larger corporations has also often been done using informal workouts and so distressed investment has not been required. Australian lenders are now considering other options and means by which to manage their risk and distressed investing has become more acceptable in Australia over the past few years. The secondary debt market, as one example of distressed investment, has grown considerably in Australia in the last 18 months, and the recent global financial crisis has resulted in a number of opportunities for investment funds that have remained well capitalised. A barrier to informal workouts for companies in the small to medium sector has been the risk of personal liability from insolvent trading, and the ability of this class of companies to effect informal workouts may be impeded if current proposals for amendments to the insolvent trading provisions of corporate legislation are passed. This should encourage some markets for distressed investment in these smaller organisations. A recent example of how the distressed investment market has matured in Australia is the case of Babcock & Brown and its satellites – this involved the sale and restructuring of different debt instruments to a number of investors who bought at heavily discounted prices. The workout has enabled some of these instruments to return to face value, providing significant returns to those who understood the high risks and potential rewards involved in the investment.

Passive investors will hold on to the securities until they appreciate. These investors often take a very analytical approach to the investment – they have done their research and, for example, are of the opinion that the market will return to profitability and that the securities are therefore undervalued. This is probably more aligned with distressed property investment than debt or equity. Active investors will get involved and will try to influence the restructuring and refinancing process, either through active participation in a creditor committee or through management including a seat on the board of directors. This is generally the case with active investors such as venture and equity funds who often bring specialist skills in turnaround and management to a flailing company, as well as their cheque book. In the real world, investors usually target the secured asset classes which give them a level of control. More often than not, they will use this to influence management to achieve their outcomes.

What are the upsides and downsides of distressed investing? There are some key factors in the success of a distressed investment strategy: • Understanding the distressed company’s position, the reasons for its economic difficulties and whether those difficulties can be resolved; • Understanding the earning capacity of the distressed assets, in other words whether they can be resuscitated; • Recognising the quality of existing management, and being able to identify the strengths and weaknesses of key stakeholders in order to implement a successful turnaround strategy; • Having access to the right legal, management and economic resources; and • Having the patience and resources to go through what may be a prolonged restructuring process, with many challenges and hurdles yet to be overcome. Distressed investing is high risk. The returns can be very profitable, but they don’t come easy. A company currently facing insolvency may never recover financially, and the investor may incur losses.

About dVT Consulting dVT Consulting Pty Limited is a member of the de Vries Tayeh Group, a Chartered Accounting practice specialising in a number of boutique areas within the accounting profession and business world. dVT Consulting specialises in niche areas such as corporate strategy and restructuring, turnaround management, forensic accounting and litigation support. About Suelen McCallum Suelen McCallum is the CEO of dVT Consulting. She developed her skills with some of the profession’s most influential figures, becoming a manager with PPB Sydney and then working in the commercial field for a number of years. Suelen has now returned to professional practice and joined the de Vries Tayeh group in 2002. With the launch of dVT Consulting, Suelen works in all areas of corporate strategy, particularly in due diligence and financial reviews as well as litigation support. Suelen and her team can be contacted on (02) 9633 3333 or by email at 
 mail@dvtconsulting.com.au.

Who are the buyers and sellers? Distressed buyers can be passive or active investors, and it is important to understand the differences in approaches that are involved in those two positions.

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private ancillary funds Surprisingly simple. Hugely rewarding. By Chris Cuffe, Chair, SVA Future Trust

From my own personal experience I can attest that knowing you’re financially contributing to the greater good can be enormously satisfying. But when I speak to many wealthy Australians, I’m constantly surprised at how few people enjoy the rewards associated with taking a planned and thoughtful approach to their giving. Perhaps this is because they’re not aware that there is a tax effective structure available that has been purpose built to make planned giving simple and cost effective – a private ancillary fund. The creation of private ancillary funds had its origin in the earlier prescribed private funds (PPF) structure established in 2001. Comparable with structures already available in the USA and UK, PPFs provided wealthy individuals, families and businesses the ability to tax effectively donate to a trust and then manage that trust to disburse funds to a range of eligible nonprofit organisations, over a time frame of their choice. Regulatory changes introduced in late 2009 better clarified obligations and improved operations of these structures, resulting in the creation of the modern private ancillary fund (PAF) structure, which provides philanthropists with: • A simple, efficient and cost effective vehicle for ongoing planned giving. The structure itself is income tax exempt and funds donated to the PAF (both initially and ongoing) can be tax deductible. • Significant flexibility over the level of giving undertaken each year to eligible charities, with the only requirement being an annual minimum distribution of 5 per cent of the overall assets held in the PAF (with a minimum distribution of $11,000). The amount of giving undertaken each year can be higher than this minimum if there is a preference to disburse funds more quickly. • Complete control over which organisations are the beneficiaries of the grants, provided the recipients have relevant Deductible Gift Recipient and charitable status. But as a founder of a PAF, I’ve found the benefits I’ve experienced to be not so much about the structure’s simplicity or effectiveness – it’s been much more about how rewarding it has been for me and my family to see the results of my giving. I have taken a structured approach to giving through the family foundation I established for four years now and it’s been an interesting exercise to see the difference it has made to my experience of giving. Although I have always had an interest in philanthropy, my approach to giving was historically adhoc. I always seemed to find my engagement with the non-profit sector difficult and inefficient and could not always see the impact of my giving clearly – a situation that jarred with the focus on returns and accountability that I have always applied in other parts of my life. I believe that this experience is not uncommon, which probably helps explain why there is sometimes a lack of confidence in the work of the nonprofit sector and why in spite of the wealth we enjoy in Australia, overall philanthropic giving is somewhat lower than our international counterparts – 0.7% of GDP versus 1.6% of GDP in the US.1 However since I established our family foundation, my giving experience has been quite different. We’ve supported a range of worthwhile causes over the years – from Social Ventures Australia, Surf Life Savers, Opportunity International, Crusader Union to name a few. And because we have sat down each year and planned our giving more thoughtfully and carefully, we’ve been more confident in the non-profit organisations we’ve supported and have relished the opportunities we’ve had to engage with them and more fully understand their work.

It’s certainly been a joy to involve my family in the grant decision-making process - and from speaking to other PAF holders, I know this is a common experience. I have heard stories of regular family dinners where children are given the opportunity to ‘pitch’ the cause they’d most like to support, helping them to develop a greater awareness and appreciation of the disadvantage and social injustice that exists in pockets of our community. My hope is that this tradition will continue in our family for some time to come and that the foundation will be an inspiration to future generations, ensuring my own philanthropic values are passed from generation to generation. At last reports there are only just over 800 PAFs in existence and I believe there is enormous potential to grow the level of giving in this country by raising awareness these structures. I hope more and more Australians will discover that contributing to the greater good can be incredibly satisfying and that a PAF is an ideal structure to support this giving – they’re both simple and rewarding.

About Chris Cuffe Chris Cuffe is a Company Director, Investment Manager and Philanthropist. Through his work at non-profit organisation Social Ventures Australia (SVA), Chris has spearheaded the launch of a new service designed to grow the level of giving via private ancillary funds. The SVA PAF Service has several components – an advisory service; an establishment and ongoing administration service; a grant making and evaluation service – and is designed to complement the services philanthropists already receive through existing advisory relationships with lawyers, accountants and wealth advisors. Find out more at www.socialventures.com.au

It’s been an incredible privilege to see the impact our donations have had on the communities these organisations seek to help – transparency and accountability being part of the criteria I decided to apply when selecting the organisations I support. And seeing the results of their work for myself while I am alive seems to me to be a much more rewarding approach than leaving a bequest.

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Company Name Sector Yr established Business stage Location Seeking

Rainbow Rewards Holdings Limited Financial Services 2004 Pre-IPO Sydney with company operations in the USA Pre-IPO funds

Executive Summary Rainbow Rewards (“RR”) is a technology-enabled, data-driven direct marketing system that uses payment cards and other means of consumer identification – such as driver’s licenses and cell phones – that are already carried by consumers. The RR program generates significant benefits for its participants, specifically retailers, consumers and issuers. Retailers increase market share in their locality by providing behaviour based database marketing, which is more cost effective and traceable than traditional media. Consumers are given cash back and relevant personalized messaging without the inconvenience of another card in the wallet. Issuers of debit and credit cards gain access to cash back loyalty programs with minimal incremental cost. RR offers both local small businesses and nationwide retailers access to sophisticated transaction data collection and analytics (“Smart Marketing”), enabling merchants to increase local market share with a system that generates quantifiable results and measurable returns on marketing expenditures.

Competitive Advantages • Unique benefits for local merchants: Highly effective low cost marketing tool for increasing local market share; unique ROI and sophisticated marketing intelligence reports. • Proven, highly scalable model utilising end point of sale terminals to capture transaction details.

Board & Management: Ed Manners 30 years of media and retail experience. Former Group Financial Controller of Consolidated Press Ltd (Australia’s Largest Media Group). Former Chairman, Brumby’s Bakeries Ltd. Former Chairman, Mediherb Holdings Ltd. Chartered Accountant. Michael Schuck President of Rainbow Rewards USA, Inc. Former Senior Executive of MBNA for 17 years. BBA Accounting and MBA Finance Degrees. RR National Card Issuer and Retailer Relations. Nancy Fulton Chief Financial Officer & Company Secretary Certified Public Accountant at Deloitte & Touche. Extensive accounting, finance, compliance and management experience across different sectors. Jen Sanning Chief Marketing Officer & Executive Vice President Former VP of Marketing at Quiznos. 18 years advertising and executive experience. Rick Matsumoto Chief Technology Officer & General Manager Former EVP of Astech Inter-Media. Specialist in consumer direct-marketing databases.

Corporate Structure

Unlisted Australian public company with 66 million ordinary shares on issue, 4 million partly paid ordinary shares and 19 million options on issue (including 5 million performance based options).

• RR’s automated data-driven marketing systems result in massive economies of scale. • Live in 3 US states: CO, OR and No. CA, 3.6 million cardholders are currently signed up, of which 2.5 million are from US Bank and Capital One, as well as over 2,000 retail locations. • Planned expansion: Midwest, Texas and Pacific Coast in US, as well as pilots in Europe and Middle East.

Exit Strategy

Rainbow Rewards is planning to list on a suitable exchange at an appropriate time.

Key Investment Highlights • Unique: An innovative proposition addressing an acknowledged need. •  Proven: Established and tested business platform with highly developed systems. •  Significant addressable market: Growth potential of consumer spending and retailer desire for market share and consumer loyalty. Sources of cardholder participation widening including Bank of America, Capital One and US Bank. •  A US national product is being built with over 20,000 retail locations and an online shopping mall made up of 400 blue chip retailers. •  Based on signed contracts, RR has projected 10 million additional cards by June 2011 in its US expansion markets being the West Pacific, then the Mid West and Texas. •  Scalable operations: Scope to cater for increased volumes and to replicate worldwide.

Further Information: To learn more about this opportunity, including downloading an Information Memorandum, go to

www.wholesaleinvestor.com.au Click on View Investment opportunities and search for Rainbow Rewards Holdings Limited.

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Company Name Sector Yr established Business stage Location Seeking

Because Group International Ltd Global Media – Digital infrastructure roll out 2005 Expansion, Pre-IPO Sydney, Australia Pre-IPO Funding

Executive Summary

Competitive Advantages

Because Group International Ltd (Because Group) is a global digital media distribution company with operations in the US (New York), the UK (London) and Australia (Sydney). Because Group has developed a unique global distribution infrastructure for media content online. The Company is seeking to raise capital to continue the development of this infrastructure. Because Group is the parent company of the Skyhub Digital group of companies, Echospin™ (NY) and has contracted to purchase Push Entertainment™ (UK). The combination of online business technologies controlled by Because Group is branded as the digital future solution (dfs™).

•  Internationally recognized Management Team with strong links in the Media + Entertainment Industry.

The digital future solution (dfs™) comprises the following components:

• Enables “bricks + mortar” retailers (Sanity, Virgin, JB Hi Fi) to sell digital content.

1. Skyhub Digital Warehouse 2. Global Payment Gateway 3. Royalty Management Software – (Rights Market) 4. Online Marketing, Loyalty & Rewards solutions The dfs™ range of products have been designed to improve and accelerate the monetisation of digital content for the global Media & Entertainment industry. While traditionally the focus of the download industry has been on music, Because Group intends to provide consumers with access to all forms of digital media including film, sport, broadcast, and educational material. In the Because Group model, content owners are enabled to deal directly with the consumers. Today, the full range of content is largely unavailable for sale online and is limited to only a few legal sources, authorized by the owners of the content. By providing dfs™ as a purpose built solution to content owners (like “software as a service”), Skyhub Digital, Echospin and Push Entertainment will work with major content owners in the supply, distribution and marketing of their digital content to consumers globally. dfs™ offers content owners a scalable platform to distribute their content direct to consumers and control the environment in which that occurs.

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• Global Technical Team with experience in online business API’s and payment technologies. • A platform and payment gateway that is versatile to the needs of M&E owners and provides a fast-track solution for any M&E owner, aggregator and retailer to participate in paid digital distribution. • Enable M&E brands (Warner, EMI, Sony) to sell direct to fans, retailers + resellers.

• Enables movie rental brands (Blockbuster, Video Ezy) to sell direct to consumers. • Enables content streaming brands (Pandora, Internet Service Providers, Telco’s) to sell direct to consumers. • Offer better cash flow & faster payments to content and royalty owners – 5 months down to 72 hours. • Capture the potential of social media (SM) by integrating SM sites into the content owner’s supply chain. • Complimentary to offers like iTunes, My Space and others, as content owners look for distribution models that give them control over formats and pricing, as well as a direct relationship with the customer. • Currently doing business in the US, Canada, UK and Australia with Universal, EMI, Warner + Disney.

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Key Investment Highlights •  $5 million raised to date and applied to technology development, international marketing and product development. • Because Group USA established September 2010. • Early stage revenues commenced October 2010 – currently averaging $200,000 per month. • Skyhub Digital Stage 1 infrastructure complete. • Global Payment Gateway - Stage 1 complete. • Global Bank Network - Stage 1 complete. • Trading enabled to 54 countries. • International Board assembled. • Acquisition of Echospin October 2010. • Push UK Acquisition - proposed Nov/Dec 2010 - (www.pushentertainment.com) • EMI Global distribution agreement signed. • Universal USA distribution agreement signed. • EPIC records (Sony Music USA) utilising platform. • Granted patents for digital media distribution. • Pending ITN Source/Reuters Education portal agreement. • Pending Continued Professional Development (CPD Live) Education agreement – proposed Nov 2010. • PWC forecasts the value of global sales of online media content in 2011 to be US$35 billion.

Exit Strategy It is the intention of the Board to list on a suitable exchange at an appropriate time. A number of vertical markets have been identified where Skyhub could provide a high value capability. Because Group recognises that it is important to not focus solely on music and film and seeks to build sport and education into global business verticals.

Corporate Structure Because Group International Limited (ACN:130 972 431) is an unlisted public company with 110 shareholders. Approximately 60% of the company is held by founding investors.

Board & Management: Rupert Perry - Chairman Rupert was former Label President for Capitol EMI in the US, President EMI Records UK, President EMI Europe and Senior VP of EMI Worldwide. Steve Millard - CEO Steve brings 12 years industry specific experience as a Senior Director of Marketing and Label Head of Sony Music. Steve has extensive experience in artist brand management, content licensing and distribution. Richard Rowe - Non Executive Director Richard was formerly the founding president of Sony/ATV Music Publishing from 1993 through to 2004. Bob Jamieson - Non Executive Director Bob is a thirty-year veteran of the music industry, and has held executive level position with Sony, CBS, and BMG - most recently as former Chairman of the RCA Music Group for BMG. Jim Caparro - Non Executive Director Founder and Chairman/CEO of Island Def Jam Music Group (a division of Universal Music Group) and former President and CEO of Polygram Inc. David Simpson - Company Secretary & General Counsel Former Snr Managing Partner at Freshfields Bruckhaus Deringer Singapore, 20 years in the legal profession with expertise in IPO’s, global strategies, business operations, mergers & acquisitions. Ryan Dudley - Non Executive Director Ryan is an international tax law expert at Friedmans LLP Manhattan New York. His knowledge of tax law covers acquisitions, dispositions & reorganizations, cross border finance, offshore holding and operating structures & tax treaties. Chris Moss - Non Executive Director Recently former MD Warner Music Australia and Columbia Records. Chris has been responsible for developing the music careers of hundreds of artists both in Australia and overseas.

Further Information: To learn more about this opportunity, including downloading an Information Memorandum, go to

www.wholesaleinvestor.com.au Click on View Investment opportunities and search for Because Group International Ltd.

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Acquest Asset Management Property/Professional Services 2010 Pre-IPO Perth, Australia Investor Relationships

Company Name Sector Yr established Business stage Location Seeking

Executive Summary

Competitive Advantages

Acquest Asset Management (formerly Vogue Management) specialises in aggregation and operation of residential rent rolls. Starting with 3,200 property rental management agreements (approximate valuation $10,000,000) in October, Acquest Asset Management will grow to 50,000 RMAs with hub sites operating up to 2,000 contracts each.

• The business model is predicated on four key policy principles of (1) no long-term debt; (2) no centralisation program; (3) continuity of personnel; and (4) implementation and operation of structured retention and organic growth programs.

Since September, the Company has signed option agreements with licensed real estate agencies in Western Australia and Queensland, for the aggregation of several thousand residential management agreements (RMAs) initially in Perth, to be combined into one public company, to be listed on the Australian Stock Exchange. A prospectus is due for release in December, to raise capital to purchase additional rental rolls (already under option agreement) within 10km of each of the current offices. These will be transferred into each office until these hub offices achieve their target economies of scale of 2,000 RMAs under management. The first four rent rolls are clustered within three hub offices managing properties within their 10km radius, using a distribution small retail business model. All of the service operations are provided on-site, with administration and treasury functions occurring in head-office. The Company has options on a further six rent rolls, which will aggregate into the existing four hubs, plus one more hub office, managing a combined 4,250 property RMAs. These options involve the acquisitions of these six companies, for equity and cash.

• Most of the acquisition rent rolls have been established for over five years (some over 40 years) and produce an income of fees on rentals collected at approximately 8.5% plus ancillary services at 4% from current operations. • R  MAs are renewable agreements with approximately 3-5% sold each year. Our vendor agreements include a conjunctional sales commission to enable the Company to replace each property sold. • The first four rent rolls are clustered within three hub offices managing properties within their 10km radius, using a distributed small retail business model. All of the service operations are provided on-site, with administration and treasury functions from head-office. • The Company has options on a further six rent rolls, which will aggregate into the existing four hubs, plus one more hub office, managing a combined 4,250 property RMAs. These options involve the acquisitions of these six companies, for equity and cash.

Formation of the Hub Office Local Rental Roll

Formation process may take up to 12 months

The company buys suitable  p y y rent rolls within a 10km  radius of the hub office.  These are merged with  existing hub operations.

Up to U t 2,000 2 000 RMAs RMA to be merged and managed from the single site

Local Rental Roll

Local Rental Roll

Existing Property Managers are retained and moved  to the hub office. Each will maintain their existing  RMA portfolios. Some consolidation is undertaken to  a maximum of 200 RMAs per Property manager.  (with one assistant for every two PMs)

Formation of the hub office 20

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MANAGEMENT LIMITED

Key Investment Highlights • Options on more than 4,000 rental management agreements – First round have been vended in for equity. Our up-coming prospectus will complete contracts on another 4-5 rent rolls, already under option agreement. • We will use the funds raised to aggregate other local rent rolls into each hub office, until these have 2,000 properties under management. • Immediate Cashflow $10m p/a from Day-1 • Strong dividend policy • Proven track record of experienced Directors, headed by Ray Jones (Armstrong Jones) • No bank debt – IPO planned for December • State-by-State growth program (funded by equity and purchased through selective placements) • Local service – national administration • Income is indexed (fee is a percentage) • No single large client risk • Our target is 50,000 properties under management – this is under 1% of the market • Fully researched – legal and tax opinions obtained

Corporate Structure Securities offered are ordinary shares in a public company, under a prospectus registered with ASX and ASIC. This company will apply for quotation on the ASX in or around December 2010.

Exit Strategy Company will release a prospectus in December and apply for listing on the ASX within 90 days of this date. Shares can then be sold on ASX through registered brokers.

Board & Management: Ray Jones Founder & Managing Director Ray co-founded and managed several listed property trusts, including Armstrong Jones Property Trust (sold to ING) and Ascot Property Trust (sold to Cons Press Ltd.). He has more than 40 years experience in both commercial and residential property management, asset management and investment trusts. Ray has had an outstanding career in property management and brings an extensive experience to the Acquest team. Chris Griffin - MAICD, Dip. Property, Dip. Fin Planning Chief Executive Officer Chris is an experienced owner, operator and manager in the residential property management industry, with interests in corporate markets and property. Chris is the Licensee in a Perth-based property rental agency which is being vended into the Acquest project. Paul Rengel - B.Com, FICAA, FAICD, AMAIM GM Corporate Strategy/Executive Director Non-Executive Chairman Paul has more than 40 years of professional experience with International accounting firms, including senior partner at one of the “big-4” firms and an overseas posting with this firm. He is a professional director and is currently director of Finbar Group and Equity Finance & Securities Pty Ltd in Perth. John Hoon - JP FCPA CA CFP ACIS MBA Director John is an Australian Chartered Company Secretary, Certified Financial Planner and Registered Company Auditor. He has served as a partner in a big-4 accounting firm and has an audit practice with many branches across China. He has managed property investment syndicates under the foreign investment review board regulations and has a solid track record in property projects. Daniel O’Connor - B.Bus, MBA, CPM, FAICD, AIMM, MAIM, MAIeX AIMCM Director Daniel has more than 20 years of project management in early-stage commercialisation. He is an experienced management consultant and has practiced in commercialisation and licensing in Australia, Asia and Americas.

Further Information: To learn more about this opportunity, go to

www.wholesaleinvestor.com.au Click on View Investment opportunities and search for Acquest Asset Management.

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Company Name Sector Yr established Business stage Location Seeking

Advocate Partners Pty Ltd Financial Services 2010 Early Stage Melbourne, Australia Investment Partners

Executive Summary Advocate Partners Pty Ltd is a private company established specifically to undertake active, engaged and informed shareholder advocacy as a means of achieving superior returns on share investments. Based in Melbourne, Australia, Advocate Partners’ experienced investment team will drive forward a robust investment strategy, focused on seeking out undervalued and/or undermanaged companies which it considers offer the best opportunities for superior investment returns, using our active shareholder advocacy approach. The Advocate Partners’ team comprises skilled specialists with a proven track record and expertise in responsible investment management, strategy, corporate finance, management consulting, business administration, audit and risk management. Our investment professionals will work to ensure the highest standards in transparency, accountability and corporate governance to create improved performance and shareholder value.

Competitive Advantages • Active shareholder advocacy approach • Investment team with more than 75 years combined experience in equities • In-house research expertise and capability • Optimal leverage • No short selling risk exposure • No investment management fees • Tax effective Buy-Hold investment strategy

Investment Highlights • Advocate Partners considers itself to be an “advocacy style value investor” whose focus is on generating consistent, high absolute total returns for its shareholders • Deep value investing with shareholder advocacy overlay in mismanaged or under-managed ASX listed companies • Opportunities to invest strategically in good, but fundamentally underpriced or undervalued companies • Target smaller cap companies that can deliver higher levels of earnings growth than large cap peers • Active involvement in companies which provide opportunities to drive higher growth and increased investment values • Invest in businesses with potential access to strong balance sheet or cash • Target companies with potentially high dividend yields • Only invest in companies offering potentially higher risk reward opportunities • Have identified and prioritised a small number of target companies and have already made an initial investment • High discretion, high conviction investment approach • Investment performance over the midterm, not transactions

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Corporate Structure Advocate Partners is a private investment company based in Melbourne, Australia. It caters primarily to professional and sophisticated investors as defined in section 708 of the Corporations Act. Investors will acquire shares in the company. Unlike virtually all other Australian investment vehicles, it levies no investment management fees. There are some modest administration costs which are borne by the company. The company operates under a strong ethically based investment partnership structure.

Exit Strategy Advocate Partners is seeking a commitment from potential investors for a mid to long-term period. However, at the discretion of the directors of Advocate Partners a number of options may be available as an exit or early exit strategy: • Sale of shares to existing and continuing shareholders • Buy-back of shares by the company • Shareholders agreeing to winding up the company • Backdoor company into a listed vehicle

Board, Management & Advisors: Mr Stephen Prior - B.COM C.A. FTIA Chairman Stephen is senior partner in the accounting firm Prior & Co. Pty Ltd and Executive Director at Admiralty Resources Limited, an ASX listed public company. With over 30 years experience in the accountancy profession, he holds, and has held, board positions in listed and unlisted public companies and private companies involved in a wide range of industries. Mr. Michael de Tocqueville - SA Fin FAICD Investment Director Michael de Tocqueville has over 20 years experience in financial industry, predominantly focusing on wealth management, stock broking, funds management and shareholder activism/advocacy. Mr. Suwai Hoh - B.E. MBA F Fin Investment Director Suwai is Managing Director of Balmoral Corporate Advisory Pty Limited. He has held senior positions, spanning more than 25 years, in merchant/ investment banking and corporate advisory firms including JP Morgan, Capel Court Investment Bank, Ferrier Hodgson Corporate Advisory and CH Securities, as well as with KPMG Consulting. Mr. Roland Burt - B.A. LLB Director Roland is a principal with the law firm Macpherson + Kelley Lawyers. Having been a solicitor in private practice for over 20 years, Roland is a barrister and solicitor of the Supreme Court of Victoria, a solicitor of the High Court of Australia and the Supreme Court of NSW. He is a member of the Law Institute of Victoria.

Further Information: To learn more about this opportunity, including downloading an Information Memorandum, go to

www.wholesaleinvestor.com.au Click on View Investment opportunities and search for Advocate Partners Pty Ltd.

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Company Name Sector Yr established Business stage Location Seeking

Matakii Development Group Pty Ltd Property 2010 Early Stage Perth, WA Capital Raising

Executive Summary

Competitive Advantages

Matakii Development Group is a property development company with the primary focus of identifying high demand, high growth property assets. MDG has identified 4 projects that meet its strict investment criteria in the region of Rockhampton, Central Queensland.

• Very Experienced Team with Local Development Focus: The entire development team has significant experience and has an established reputation to successfully deliver projects of this magnitude in the region.

The projects have varying profiles from unit developments to acreage redevelopment to ensure a diversified portfolio. The company has secured an option over these properties and is now at a stage where it plans to develop them and capitalise on their potential. These properties represent Phase 1 of the Company’s planned activity in the area.

• Prime Location & Position: The MDG projects are situated in the area of Central Queensland. This area combines lifestyle and economics to form a strong foundation for long term property values. The beauty of the area and its superb weather add the human touch, presenting the opportunity for families to achieve a full life, made up of good employment and an enviable lifestyle.

MDG believes that the Phase 1 projects can be completed within 2 years. Current market conditions indicate that these projects have the potential to yield a Gross Realised Value of over $30,000,000 and a pre-tax profit exceeding $9,000,000. MDG is led by a team that has considerable experience in the construction industry and general business. The company has strong capabilities in business analysis, architecture, engineering, building and management. MDG is seeking capital to fund the acquisition of the Phase 1 land and undertake construction. Additional properties of a similar quality have been identified as candidates for subsequent phases for MDG.

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• Attractive Market Proposition: Each project represents an attractive proposition to its target market as well as being located in the high growth area of Central Queensland where $58 Billion worth of LNG, Coal, Gold, Nickel, Power and resource infrastructure projects are due to commence within the next five years. • High Demand Sector: Real estate development and subdivision in Central Queensland are high demand products as families seek lifestyle changes and mining companies seek accommodation for their workers.

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Board, Management & Advisors: Matakii Lim - B. Bus., B. Arch. Managing Director Extensive experience in the building industry. Inventor of the MatakiiPanel Building System. Significant success in capital raising. Eran Pietsch - BA Executive Corporate Analyst Strong 20 year background in business management and consulting to large firms. Skills in analysis, financial modelling, feasibilities, and communication. Michael Dryka - B. Bus, B. Arch Associate Member of Royal Australian Institute of Architects Senior Architect 28 years experience in all areas of architecture, including contract management, administration and documentation.

Key Investment Highlights • D  iversified Development Opportunities: 4 high growth opportunities have been identified spreading the risk of investment • F  avourable market fundamentals: Central Queensland is a high growth, high demand area with large infrastructure projects in play • Construction ready: Development and building approvals in place for each project •  High profit potential: GRV of $30m+ expected and profit of $9m+ • Strong Execution Team: High level experience in property development on every level of the team • Convertible Note Investment: Strong coupon rate of 15% per annum

Craig Smith - Real Estate License L.R.E.A 3179333 Sales & Marketing Executive Extensive experience in all aspects of sales, marketing and business development. Developed a customised software solution for property development marketing. Operated his own property marketing business. Emilio Paterniti - CPA, Fellow of the Taxation Institute of Australia Accountant 30 years experience in the accounting and taxation industry. Functioned as Senior Investigating Officer with the ATO and Senior Taxation Accountant with Hammersly Iron. 20 years as partner in private practice.

• Short Investment Period: Maturity in 2 years redeemable in full or converted to equity with significant capital gains potential • Projects are development approved and ready to go • Potential access to the advanced MatakiiPanel Building technology opportunity

Exit Strategy Investors will hold a Convertible Note which can be redeemed in full after 2 years or converted to equity in the company at a premium.

Corporate Structure Matakii Development Group Pty Ltd is an Australian private company. Investors will hold a Convertible Note that can be converted into ordinary shares of the company on maturity.

Further Information: To learn more about this opportunity, including downloading an Information Memorandum, go to

www.wholesaleinvestor.com.au Click on View Investment opportunities and search for Matakii Development Group Pty Ltd.

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GoPC Pty Ltd Information Technology and Internet 2005 Early Expansion Perth, Australia Capital Raising

Company Name Sector Yr established Business stage Location Seeking

Executive Summary GoPC Pty Ltd has pioneered technology which reduces most elements of the IT industry into a single click. It’s an enabling technology that displaces contemporary PC desktops and servers. The GoPC.net Cloud Platform (a supercomputer virtualising PC/Server network infrastructure) and AppStore, leverages other mature technologies to deliver Web, Mobile and normal desktop applications over the Internet onto any computer screen. Full Desktop. Cloud Delivery. No Cost. Business customers eliminate 90% of costs, 90% of logistics and 90% of ongoing support. The Virtual Network Infrastructure provisions large network in hours compared to months. For example, an old Microsoft PC/Server network can be upgraded quickly and easily at virtually no cost. The AppStore provisions fully configured software desktops and new applications with a single click, collapsing the need for downloads, installs, configuring, hardware dependence and cost.

Board & Management: Graeme Speak - CEO/Founder CEO/Founder of Central Data Systems (19822010), an IT Systems Integrator involved in strategy, outsourcing, data centre, IT consulting. Chris Hoy Poy - CTO Systems Architect: supercomputing, infrastructure, Internet, systems software. Managing data centre infrastructure for Central Data Systems, supercomputing infrastructure for geological survey modelling. Ben Lyon - Chairman of Advisors Recent exits: TellMe Networks sold to Microsoft, Ingenio sold to AT&T. Senior VP executive, General Counsel and advisor to executive management and Board of Directors for highly successful Internet technology and telecom companies in the San Francisco Bay Area and Silicon Valley. Greg Riebe - Advisor Senior Executive in High Tech. CEO, Finance, Corporate Governance, Commercialisation and Technology Transfer.

GoPC.net has been running live for 5 years and supports customers from consumer level to business enterprise. The markets are horizontal and global.

Samuel Angus - US Legal Counsel Sam is a Partner in the Corporate Group of Fenwick & West LLP, San Francisco, a tier-1 Silicon Valley law firm.

Competitive Advantages

Corporate Structure

• Pioneered ‘cloud computing’ innovation over 15 years and are at the forefront of this technology.

GoPC Pty Ltd is an Australian private company with 20 shareholders.

• First to market with an AppStore that delivers normal PC desktop applications over the Internet.

Exit Strategy

• First to market with virtualized PC desktop and Server network infrastructure with zero license costs. • Ultra low cost-base compared to competitors.

The business is being engineered for growth and a strategic trade sale. Targeted timeframe is 2 to 5 years.

• The Platform bridges the divide between software vendors and their potential customers by collapsing all the adoption barriers. • Resilient business model and technology platform that continues to evolve by harnessing contributions from a large base of developers.

Key Investment Highlights •  R&D is complete: Live for 5 years, currently at version 4.0, pending release of version 5.0. •  Power of a platform: is that customers are locked-in, potentially for decades. •  Ultra low cost-base: ensures GoPC controls price and cannot be outpriced. •  Profit margin: is typically 90%. •  ISP/Telco’s: squeezed by reducing margins and customer churn, can offer a high-margin new add-on service that locks-in their customers. •  Channel partnerships are being sought with other types of Internet companies seeking to monetise large customer bases. •  White labelling: locks in larger channel partners. •  High exit valuation: will be sought through strategic trade sale with a large channel partner. •  Silicon Valley veteran team: of Ben Lyon ($2b in successful exits) and Sam Angus (legal execution and negotiation) are participating stakeholders in the business and 26 advising the Board.

Further Information: To learn more about this opportunity, including downloading an Information Memorandum, go to

www.wholesaleinvestor.com.au Click on View Investment opportunities and search for GoPC Pty Ltd.

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Company Name Sector Yr established Business stage Location Seeking

Lindsay PieMaking Equipment Pty Ltd Food/ Engineering 1998 Expansion Sydney Capital raising

Executive Summary This opportunity is to invest in equipment making Australia’s favourite food, pies, with a recognisable brand, Simple Simon. This is an established manufacturer with proven equipment. Capital is required to expand the range, develop new concepts and enter new markets. Lindsay dominates the Australian market supplying customers for over 25 years, now with footholds in North America and New Zealand. The next target is the UK market with newly developed equipment and marketing concepts. Lindsay has first mover advantage - flexible and versatile units benefit users with automated processes that use unskilled labour, provide process savings in cost, space, equipment, utilities and consumables. Lindsay is a “global excellence” company with unique original equipment, they research, design, develop and build in Australia using innovative engineering and advanced manufacturing technology.

Board & Management: Thomas Lindsay Managing Director Tom has been the driving force for Lindsay over two decades in both New Zealand and Australia. Tom has taken pie making to the gourmet position it is today. He has many new concepts in the pipeline. Danielle Lindsay-Wooldridge E- Business Support Diploma & Certificate 4 in Business Computing. Danielle has taken Lindsay through the e-commerce barrier based on her industry experience. Hifa Flexman - BA Sales & Marketing Manager Hifa has moved Lindsay forward with solid customer activity.

Corporate Structure

A new company structure to focus on global sales and marketing is planned. This will separate R & D and manufacturing and retain IP in the current company.

Exit Strategy

The ultimate exit strategy is a trade sale to a synergistic industry European company. Expressions of interest have already been received.

Competitive Advantages • Unique innovative equipment, highly developed IP • Customers benefit with reliable production, space and process efficiency • Process benefits, eliminates manufacturing stages, adding value where it counts • Efficient affordable automation eliminates drudgery, reliance on skilled labour and saves production time • Precision depositing means cost control, gourmet quality and product consistency • Robust reliable manufacturing, precision engineered parts and components, global standards • Lindsay exclusivity has brought excellent financial returns

Key Investment Highlights •  R & D has created a new breed of machines designed for the UK, Europe and North America. •  The exclusive designs are to global specifications, focus is on performance and capability. •  Further development and acquisition to focus on market domination, new revenue streams with franchising and MUL.

Further Information:

•   The two-year plan is underway, demonstration facilities, new equipment, overseas installations, government and industry support in proposed areas.

To learn more about this opportunity, including downloading an Information Memorandum, go to

•  Q  ualified high growth prospects, entry to designated new markets provides counter seasonal sales, research confirms these areas need our efficient practical and affordable automation. •   The food industry globally constantly seeks new products and new formulations, Lindsay concepts meet these needs and provide new revenue streams for customers.

www.wholesaleinvestor.com.au Click on View Investment opportunities and search for Lindsay PieMaking Equipment Pty Ltd

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Company Name Sector Yr established Business stage Location Seeking

Rox Resources Ltd (ASX:RXL) Mining – Mineral Exploration 2004 Exploration Northern Territory, Australia Investor Relationships

Executive Summary Rox owns the Myrtle project in the NT, just south of the McArthur River mine, where a resource of 43.6 million tonnes grading 4.09% zinc and 0.95% lead has been defined. A higher grade core of 15.3 million tonnes grading 5.45% zinc and 1.40% lead is present, and a much larger mineralised system is indicated. Recently Rox signed a JV agreement with Teck Resources to explore the Myrtle project. Teck can earn up to 70% by spending $15 million over 8 years, with an initial $5 million spend for 51%. Rox also has applied for 2,400km2 of ground east of Alice Springs at the Marqua Phosphate project. Previous exploration results include up to 39.4% P2O5 from surface sampling and 6m at 19.9% P2O5 and 5m at 23.7% P2O5 in drilling.

Competitive Advantages • Experienced and successful management team • Successful track record in exploration in both Australia and overseas • Focus on Australia and NT at present – low risk localities

Board & Management: Ian Mulholland - B.Sc. (Hons), M.Sc. Managing Director Geologist, Director for 7 Years, experienced in exploration and development of mineral projects. Jeffrey Gresham - B.Sc. (Hons) Chairman Geologist, Director of several mining companies, experienced in mine and exploration geology and management. Brett Dickson - B.Bus Finance Director Accountant, CFO of company for 7 years, experienced in junior company management.

Corporate Structure

Rox Resources is a public company listed on the Australian Stock Exchange. Fully Paid Shares (RXL) = 248,549,061 1.5 cent Options, exercisable by 31 July 2011 (RXLOA) = 33,364,983 10 cent Options, exercisable by 30 June 2011 (RXLO) = 30,160,238

Exit Strategy

Rox Resources shares can be traded on the Australian Stock Exchange (ASX:RXL).

• Two potentially large scale projects • JV with major company – funding secured • Relatively tight capital structure – leverage in share price

Key Investment Highlights •  Myrtle is a potentially large zinc deposit in NT •  Adjacent to established McArthur River mine infrastructure •  Project de-risked due to JV funding from Teck •  Major expenditure over the next few years •  Several other prospects to explore on Myrtle tenements •  Established large resource at Myrtle, still open, so likely to increase in size •  High grade targets developed based on McArthur River mine model •  Large exploration program planned for 2011, including at least 2,000 metres of drilling

To learn more about this opportunity, including downloading an Information Memorandum, go to

•  New phosphate project drilling in 2011 (100% Rox)

www.wholesaleinvestor.com.au

•  Phosphate resource to be determined once drilling completed (mid-2011) •  Leverage from two potentially large scale projects

28

Further Information:

Click on View Investment opportunities and search for Rox Resources Ltd (ASX:RXL)

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Gold Anomaly (ASX:GOA) Resources 2009 Gold Exploration Sydney Investor Relationships

Company Name Sector Yr established Business stage Location Seeking

Executive Summary Gold Anomaly is exploring and developing gold and base metal deposits in Papua New Guinea, Brazil and Australia. Gold Anomaly Limited was formed by the friendly take over of Anomaly Resources Limited by Gold Aura Limited in November 2009. The merger was inspired by a recognized synergy in the two companies’ projects and management teams. The Company’s immediate focus is commencement of gold mining activities at the high grade gold project at Sao Chico in Brazil in November 2010 and the continuation of evaluation of the potentially large Crater Mountain gold project. It is also progressing its Fergusson Island gold project in Papua New Guinea and seeking a joint venture partner for its encouraging vein style polymetallic discovery (zinc-tin-copper-silver dominant) at Croydon in north Queensland.

Competitive Advantages • Poised for growth • Exploration Director, Peter Macnab, has a track record second-to-none • World class assets include: • Crater Mountain, PNG – potential world class exploration

Board & Management: Greg Starr - BBus, CPA Executive Chairman Mr Starr was appointed as a Director on 19 February 2008 and Executive Chairman on 26 March 2010. Mr Starr has extensive Corporate and operational Mining experience being CEO of several listed companies including Emperor Mines Limited, Michelago Limited and Gold China Resources Limited over 21 years. Peter Macnab - BSc (Geology) Exploration Director Mr Macnab has had a lifetime geological association with PNG including roles as the country’s Government Geologist, and an independent geological contractor and consultant. He discovered, or participated in the discovery of a long list of PNG minerals resources, the most significant of which is the world-class Ladolam gold mine on Lihir Island. Mr Macnab has had extensive worldwide experience in mineral exploration as well as financing and developing mineral resource exploitation.

Corporate Structure

Public Listed company trading on the ASX (ASX:GOA).

Exit Strategy

Investors can sell shares on the ASX secondary market.

• Sao Chico, Brazil – near term production and exploration • Fergusson Island, PNG – near term production and exploration

Key Investment Highlights •  Strong exploration team •  Several re-rating opportunities near-term •  Crater Mountain, PNG – potential world class exploration; prime real-estate; BHP Tier-1 asset •  Recent exploration results found extensive zone of gold mineralization •  All 16 holes all with gold intercepts; at least 150m wide, over 3km long and open at depth •  The artisanal mining has indicated the presence of gold •  Previously untested zone •  High priority gold target for drill testing •  Sao Chico - World Class exploration region

Further Information: To learn more about this opportunity, go to

www.wholesaleinvestor.com.au Click on View Investment opportunities and search for Gold Anomaly (ASX:GOA).

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Company Name Sector Yr established Business stage Location Seeking

Anteo Diagnostics Limited (ASX:ADO) Biotechnology Bio-Layer: 2006; Anteo: 2008 ASX Listed Sydney, Brisbane, Australia Investor Relationships

Executive Summary Anteo Diagnostics Ltd (formerly Bio-Layer Corporation) has developed a novel approach to binding antibodies to a solid surface as is required in immunoassays – about 20% of the $36 billion global in vitro diagnostic (IVD) market. The technology, known as Mix&Go™, is patent protected, is already generating revenues from several globally recognised participants in the IVD sector (Merck, Bangs Laboratories) and is currently being assessed by many of the other market participants. Anteo has demonstrated further applications of the technology in several other large market segments such as clinical assay development, Point of Care (POC) testing and Separations/ Purifications of biological materials. They have attracted the attention of global market leaders in these fields and many are currently conducting in-house trials to demonstrate the commercial benefits in their product ranges. A number of non-biological applications have been identified (paints, marine anti-fouling, logistics, photovoltaic cells) and preliminary testing in these fields has commenced.

Competitive Advantages • A  nteo’s surface coating for IVD testing, called Mix&Go™, allows faster binding of antibodies to a solid surface and contributes to the faster development of new assays. • T  he sensitivity of assays developed using Mix&Go™ is routinely significantly higher than conventional tests. This means earlier detection of disease with broader treatment options OR less expensive tests. • M  anufacturing of diagnostic tests with Mix&Go™ is considerably faster than conventional methods. • M  ix&Go™ can lead to a reduction in batch to batch variability in test manufacture. • M  ix&Go™ technology can appeal to a wide spectrum of clients including bead manufacturers, test developers, test manufacturers and life science companies.

Key Investment Highlights

Board & Management: James Henderson - BComm, CA Chairman and Non-Executive Director James has had many years experience in advising emerging companies on corporate strategy and structure, capital raising and commercial negotiations. Richard Martin - BBus, CA Non-Executive Director Richard’s work has included complex business structuring and corporate transactions of small & large enterprises. Lara Iacusso - BBus, CA, F.FINSIA Non-Executive Director Lara has over 20 years experience in investment banking and corporate finance services. Geoff Cumming - B.App.Sc, B.Sc.(Hons.), MBA, PhD, MAICD Chief Executive Officer Geoff has over 20 years experience in the healthcare and biotechnology market ranging from pure research, sales and marketing to management and board seats. N. Joe Maeji - PhD Chief Scientific Officer Joe has more than 20 years of experience in the commercialisation of products and technologies at the interface of chemistry and biology. Nevin Abernethy - PhD Head of Product Development and Research Nevin has a strong background in scientific project management, and he has considerable experience in immunoassay and bioassay development in the pre-clinical, product development, and clinical development arenas.

Corporate Structure

Anteo Diagnostics is listed on the ASX and currently has approximately 668 million shares on issue.

Exit Strategy

Anteo Diagnostics’ shares are traded on the Australian Securities Exchange (ASX: ADO).

•  Mix&Go™ is currently being sold and the company believes that further licenses/supply agreements are imminent. • Product sales into non-IVD markets do not require further research and development. • Mix&Go™ has been shown to generate significant improvements on the products that make up commercially valuable markets.

Further Information:

• A family of patent applications has been filed to protect the technology at the core of the Company’s products.

To learn more about this opportunity, including downloading an Information Memorandum, go to

• The business model adopted by the company does not require significant increases in headcount to access the range of markets being pursued. As a result revenues are expected to largely fall through to the bottom line.

www.wholesaleinvestor.com.au

• There is the potential for spin-out companies to be formed to exploit the potential offered by the technology in non-core areas.

30

Click on View Investment opportunities and search for Anteo Diagnostics Limited (ASX:ADO)

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Company Name Sector Yr established Business stage Location Seeking

Patrys Limited (ASX:PAB) Biotech 2006 Clinical Development Melbourne, Australia Investor Relationships

Executive Summary Patrys develops natural human antibody-based treatments for cancer. The Company has a deep pipeline including PAT-SC1 which has shown a significant survival benefit to gastric cancer patients in a human trial and PAT-SM6 which is currently being evaluated in a human trial for melanoma. Each of Patrys’ products is directed at a proprietary disease target, providing the Company with a uniquely strong competitive position within the antibody sector. Over the past year Patrys has achieved important milestones, including commencement of a PAT-SM6 first-in-human clinical trial in melanoma; signing a broad collaboration with CSL Limited (ASX:CSL), a A$20 billion company, covering up to four Patrys products; preclinical development of PAT-LM1 for the treatment of multiple cancers including breast, prostate and bladder; and securing financing of up to A$15 million.

Competitive Advantages Compared to existing cancer treatments, Patrys’ products offer potentially differentiating and valuable product features including: • 100% human composition, reducing the risk of immune rejection and potentially offering greater potency. • Attacking cancer cells while leaving healthy tissue unharmed, in turn offering a safer treatment profile. • Killing cancer cells via different mechanisms to currently marketed and largely ineffective treatments.

Board & Management: John Read - B.Sc (Hons), MBA, FAICD Non Executive Chairman John has an extensive career in venture capital, private equity and commercialisation, including positions at a number of ASX-listed companies. Daniel Devine - B.Sc, MBA (Hons), JD (Hons) Executive Director & Chief Executive Officer Daniel founded Acceptys in 2002 and Patrys in 2006. Previously managed the international business development team for Pfizer Pharmaceuticals. Alan Robertson - B.Sc, Ph.D Non Executive Director Alan has 20+ years’ experience in drug discovery and product development. CEO and MD of Pharmaxis Ltd (ASX: PXS). Marie Roskrow - B.Sc. (Hons), MB.BS (Hons), Ph.D Chief Medical Officer & President Dr. Roskrow is a haematologist and oncologist trained at the University of London and has extensive experience in the early and later-stage development of promising new anti-cancer products. Complementing this, Dr. Roskrow has worked for several years in healthcare investment banking, most recently at Lazard Ltd.

Corporate Structure

Patrys is listed on the ASX and currently has approximately 200 million shares on issue.

Exit Strategy

Patrys’ shares are traded on the Australian Securities Exchange (ASX: PAB).

• Being potentially effective across the spectrum of patients regardless of age, gender or stage of disease. • Being applicable to many different deadly cancers including melanoma, gastric cancer and pancreatic cancer.

Key Investment Highlights •  Two anti-cancer products at human clinical trial stage, a third poised to enter clinical trial and a deep discovery program adding 2-3 new strong candidates annually. •  Strong strategic collaboration with Australia’s largest biopharmaceutical company CSL Limited. •  Competitive position/IP with broad protection of anti-cancer drugs, disease targets and manufacturing. •  Patrys’ proprietary technologies enable the capture of natural human antibodies and their production outside the body in large numbers. •   Industry leading management team with extensive experience in pharmaceutical, biotechnology and drug development, product commercialisation, IP and commercial law, and international finance. •  Strong competitive position in fastest growing biotechnology segment; targeting large unmet markets.

Further Information: To learn more about this opportunity, including downloading an Information Memorandum, go to

www.wholesaleinvestor.com.au Click on View Investment opportunities and search for Patrys Limited (ASX:PAB)

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Company Name

Company Name Sector Sector Yr established Yr established Business stage Business stage Location Location Seeking Seeking

Vocus Communications (ASX:VOC)

Vocus Communications (ASX:VOC) Telecommunications Telecommunications 2008 2008 ASX listed ASX listed Sydney SydneyRelationships Investor Investor Relationships

Executive Summary Vocus Communications Ltd (ASX: VOC) is a pioneering, newly ASX-listed, wholesale Executive Summary voice and data provider, backed by Investec in a reverse acquisition listing. Vocus’Communications core business is the supply international internet capacity ISP’s and Telco’s, Vocus Ltd (ASX:ofVOC) is a pioneering, newly to ASX-listed, wholesale this market is growing at about 40% voice and data provider, backed byCAGR. Investec in a reverse acquisition listing.

Board & Management:

Board & Management:

James Spenceley JamesDirector Spenceley CEO/Managing Directorand Has beenCEO/Managing involved with the Internet Has been involved with the than Internet Telecommunications industry for more 12 and years. Telecommunications industry for more than 12

years.

David Spence - BA (Commerce) CA (SA) ChairmanDavid Spence - BA (Commerce) CA (SA) Has beenChairman involved in over 20 Internet businesses, beenpositions involvedincluding in over 20 Internet businesses, previouslyHas holding CEO of previously holding positions including CEO of OzEmail and most recently Unwired.

OzEmail and most recently Unwired.

Mark de Kock - B.Sc (Elec Eng) MBA MarkStrategy/Executive de Kock - B.Sc (Elec Eng) MBA GM Corporate Director GM Corporate Strategy/Executive Director 20 years experience in IT&T including Optus, yearsDevices, experience in IT&T including Optus, Vodafone,20 Access HP (Tandem/Compaq) Vodafone, Access Devices, HP (Tandem/Compaq) and Andersen Consulting.

and Andersen Consulting.

Mark Simpson Vocus Communications upgrade on 30 capacity July 2010,towhich Vocus’ core business isannounced the supplyanofearnings international internet ISP’s and Telco’s, CompanyMark Simpson Secretary took FY10 PBT growth to 501% Year on Year. Subsequently, on 5 Aug 2010, Vocus this market is growing at about 40% CAGR. Company in Secretary 15 years experience corporate and commercial announced a NZ$11.3 Million multi-year international internet capacity deal with 15 years experience in corporate and commercial law at top tier firms in Australia and the UK, most Vodafone New Zealand. announced an earnings upgrade on 30 July 2010, which Vocus Communications law at top tierpartner firms in and the UK, most recently as a corporate at Australia Sparke Helmore took PBT growth to 501% Year. Subsequently, on 5 Auglisted 2010, Vocus The FY10 stock trades at a significant P/EYear ratioon discount to comparable profitable Telco’s, Lawyers. recently as a corporate partner at Sparke Helmore announced a NZ$11.3 Million multi-year internet customer capacity contracts. deal with despite its very high quality earnings, due tointernational its enviable long-term Lawyers.

Vodafone New Zealand.

The company recently debuted in the BRW Fast Starters list in 28th position and won the

Rick Correll - B.Sc., CPA

Rick Correll - B.Sc., CPA Deloitte Fast 50 rising award for theratio fastest growingtotechnology company in Australia The stock trades at astar significant P/E discount comparable profitable listed Telco’s, CFO experience in finance, media and (with 3237% revenue growth).earnings, due to its enviable long-term customer contracts. ExtensiveCFO despite its very high quality Extensive experience in finance, media and communications industries across the U.S., China,

communications industries acrossand the U.S., China, The company recently debuted in the BRW Fast Starters list in 28th position and won the Europe and Australia, holding senior financial Europe and holding senior financial and rolesAustralia, in companies including Deloitte Fast 50 rising star award for the fastest growing technology company in Australia general executive general executive in companies including Ernst Ernst & Young, News Limitedroles and Austar. (with 3237% revenue growth). & Young, News Limited and Austar.

Competitive Advantages

• Vocus is the fastest growing technology company in Australia • Company has a very profitable product range and has significant cash

Competitive Advantages • Vocus has become the only independent wholesale provider of telecommunications services

• Vocus is the fastest growing technology company in Australia

• Vocus has a reputation of strong customer focus and technical proficiency

• Company has a very profitable product range and has significant cash • Clients include Vodafone, Yahoo, iiNet, iPrimus, GoTalk, etc

• •VOperates ocus hasfrom become thelow-cost only independent wholesale provider of telecommunications an ultra base, compared with most of its competitors services • Vocus has a reputation of strong customer focus and technical proficiency

Key Investment Highlights

• Clients include Vodafone, Yahoo, iiNet, iPrimus, GoTalk, etc • •Operates an satisfied ultra low-cost base, compared with most of its competitors Vocus hasfrom a highly existing customer base • Vocus has very high quality long term earnings due to its long term underlying customer contract portfolio

• Vocus Investment is profitable and cash flowHighlights positive Key

• Vocus’ $1Million public offer in June 2010 closed oversubscribed, and Investec

• Vocus has aPrivate highly Equity satisfied existing customer baseas part of the listing transaction Wentworth invested $5 Million in Vocus

Corporate Structure

Corporate Structure

Vocus Communications Limited is an ASX-listed public company several wholly owned Vocus with Communications Limited is an ASX-listed subsidiaries. Investors are invited to buy Vocus public company with several wholly owned stock on market (ASX: VOC). subsidiaries. Investors are invited to buy Vocus

stock on market (ASX: VOC).

Exit Strategy

Exit Strategy

Vocus Communications Limited is listed on the Australian Stock Exchange. As a public company Vocus Communications Limited is listed on the Investors are free to increase or reduce their position Australian Stock Exchange. As a public company in the company as they see fit and all material Investors are free to increase or reduce their position operational information is disclosed to the market.

in the company as they see fit and all material operational information is disclosed to the market.

Further Information: To learn more about this opportunity, go to

www.wholesaleinvestor.com.au

click on View Investment opportunities and search for is well positioned to retain titleearnings of the fastest technology company customer in • •V  Vocus ocus has very high quality longthe term due growing to its long term underlying Vocus Communications. Australia,portfolio as per the Deloitte fast 50 program for 2010 contract Vocus is appears to beand undervalued comparison with its listed Telco peers • •Vocus profitable cash flowinpositive

Further Information: To learn more about this opportunity, go to

• V  ocus’ $1Million public offer in June 2010 closed oversubscribed, and Investec Wentworth Private Equity invested $5 Million in Vocus as part of the listing transaction

www.wholesaleinvestor.com.au 13

• V  ocus is well positioned to retain the title of the fastest growing technology company in Australia, as per the Deloitte fast 50 program for 2010

for Vocus Communications.

w w w . w h o l e s a l e i n v e s t o r . c Click o mon .View a uInvestment opportunities and search

• Vocus appears to be undervalued in comparison with its listed Telco peers

32

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Company Name Sector Yr established Business stage Location Seeking

Cobar Consolidated Resources Limited (ASX:CCU) Mining 2006 Project Development Corp - Melbourne, Project - NSW Investor Relationships

Executive Summary Cobar Consolidated Resources (CCR) is a Melbourne-based explorer on the way to becoming a globally significant silver producer. It has 1,371 km2 of tenement interests on the western margin of the Cobar basin in western New South Wales. The Company’s main focus is the Wonawinta silver project. At Wonawinta, the Company has estimated an inferred and indicated resource of 51M ounces of silver, based on a cut-off grade of 22g/t, including a probable reserve of 14M ounces of silver. A feasibility study, confirming the project’s viability, was completed in June 2010. An optimisation study is currently underway and is expected to be completed by November 2010. The initial results of this study have confirmed the project has attractive economics and short payback period. The Company expects silver production to commence in the December quarter of 2011.

Competitive Advantages • The Wonawinta silver project has a number of key strengths including shallow open pits; free digging ore and waste; conventional metallurgy; silver produced as bullion; modest capital requirements; and short timeframe to production •  The project economics show attractive returns and a short payback period •  Considerable exploration upside in surrounding tenements •  A strong management team has advanced the project within a short timeframe

Key Investment Highlights

Board & Management: Mr Ian Lawrence BSc (Metallurgy), MBA (Exec) Managing Director Mr Lawrence is a management professional with more than 30 years experience in senior line management, strategic management and consulting, including senior operational and strategic management roles for a number of mining companies. Dr Richard Mazzucchelli BSc (Geology) (Hons), PhD Non Executive Chairman Dr Mazzucchelli has over 45 years exploration experience in a wide range of mineral commodities and has been associated with a number of economic discoveries of gold, nickel and base metals. Dr George Lefroy BE (Hons), M.Eng.Sc, PhD Non Executive Director Dr Lefroy had an international career with Shell for 34 years, reaching position of Executive Vice President, Asia Pacific/Middle East, for Shell Chemicals Ltd in London, and a member of the Global Executive Committee.

Corporate Structure

Cobar Consolidated Resources is a Public company listed on the ASX. Shares (ASX: CCU) 130.9m Share price as at 15 July 2010 16c Cash $3.7m Market Capitalisation $20.9m

Exit Strategy

The Company is listed on the ASX. Investors have the opportunity to buy shares and either increase or reduce their shareholding on a daily basis.

•  The Wonawinta project is forecast to produce 2.5Moz silver per annum over 5 years •  Outlook for silver demand and the silver price is positive •  Current mining schedule assumes that only the probable ore reserve is mined •  Indicated and inferred resource of 51Moz silver significantly exceeds the probable ore reserve of 14Moz silver •  Good prospects for conversion of resources to reserve •  Excellent regional exploration potential for discovery of additional silver resources and for lead, zinc and copper mineralization

Further Information:

•  Project uses conventional technologies and carries low technical risk

To learn more about this opportunity, including downloading an Information Memorandum, go to

•  Independent research has determined a target share price range of A$0.30 to A$0.40 per share; current share price significantly undervalues the Company and the project

www.wholesaleinvestor.com.au Click on View Investment opportunities and search for Cobar Consolidated Resources.

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Company Name Sector Yr established Business stage Location Seeking

Atlantis Resources Corporation Renewable Energy – Marine Power 2005 Commercialisation Sydney, London & Singapore (HQ) Capital Raising

Executive Summary

Key Investment Highlights

Atlantis Resources Corporation is one of the world’s leading suppliers of tidal power solutions. Over the past decade, Atlantis has pioneered the development of tidal current power as a reliable, economic and secure form of renewable energy.

•  Simple business model: Atlantis sells commercial scale tidal turbines to marine power project developers globally. Revenue will be derived from gross margin on COGS per turbine sold.

Atlantis is currently testing the world’s largest single rotor 1MW AK1000™ tidal power turbine at the European Marine Energy Centre (EMEC) in Scotland and is aspirant of beginning delivery of tidal turbine systems to customers in late 2011. Atlantis has identified a potential order book for the sale of c. 800 AK turbine systems into planned projects in the UK, India, South Korea and Canada over the next 10 years. The total global estimated economically exploitable tidal power resource is more than 20,000MW. Atlantis has a robust intellectual property portfolio and has signed engineering agreements with Lockheed Martin Corporation to assist in turbine product development. Atlantis will derive its revenue from gross margin on turbine system sales and is 49% owned by US investment bank Morgan Stanley.

Competitive Advantages • Atlantis has recently unveiled the world’s largest single axis tidal power turbine, the 1MW AK1000™, currently being tested at the European Marine Energy Centre in Scotland, United Kingdom. • One of the largest contingent sales order books in the global marine power industry. • Atlantis owns equity stakes in 2 tidal projects in India and the UK which could include the sale of over 400 turbines. • Atlantis is 49% owned by Morgan Stanley, and Statkraft (State owned Norwegian Utility – Europe’s largest generator of renewable energy) is also a shareholder.

•  Atlantis has invested in excess of $55M AUD over the past five years developing and testing turbine systems and developing green field tidal power projects globally. •   Turbine sales will vary from $4-7M AUD per system with potential for additional revenue streams from maintenance and servicing of turbines. •  Atlantis has turbine orders from project developers currently for 150 AK turbine systems contingent upon project sanction and performance criteria. •  Atlantis has over 400 additional turbines in negotiation with utilities and governments in the United Kingdom, India and Korea. Other potential orders are currently under negotiation with Utilities, Investment Banks, and Public/Private funding consortiums. •  Developers of large scale projects are projected to receive a 14-20% IRR on their investment into a tidal power project using ARC turbines. •  Following the recent trend set by offshore wind, the marine power sector is set for rapid growth over the next 10 years with key markets for Atlantis being the United Kingdom, South Korea, India, France and Canada. •   Total economically exploitable tidal power resource around the world is estimated to be 20,000 MW. Each AK 1000 system currently produces 1MW. •  Morgan Stanley Commodities has been a long-term investor since 2007. •  Atlantis is now the preferred technology supplier to some of the largest planned marine power projects in the world being developed by multinational utilities and financial institutions.

• Atlantis has signed engineering contracts with Lockheed Martin Corporation to assist in turbine product development. • Atlantis has a robust intellectual property portfolio protected in all key markets. • Atlantis is both a technology provider and a project developer, with negotiations ongoing for further project development in Australia, Korea and Canadian territorial waters. • Atlantis has multiple turbine configurations to adapt to different open ocean, marine and river environments. • Tidal current power represents a solution to the issue of sovereign security of energy supply due to indigenous tidal flow being highly predictable and being predominantly submerged, tidal current power has significantly lower visual impact when compared to other comparable sources of renewable energy. • Unlike wind and solar, tidal power is completely predictable.

Corporate Structure Atlantis Resources Corporation Pte Ltd is a private limited company incorporated in Singapore. The investor would be buying common equity alongside 36 existing shareholders.

Shareholder structure: Morgan Stanley: Heritage Shareholders: Management: Statkraft AS:

49% 30% 13% 7%

Exit Strategy An IPO is targeted for early 2012, (depending on prevailing market conditions). An alternative option would be a trade sale of the business to a multinational company seeking to make a strategic move into the marine power industry and integrate Atlantis technology and pipeline/ order book into their existing supply chain capability.

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POWER STATION

Source: The Straits Times © Singapore Press Holdings Ltd. Reprinted with permission

OFFSHORE TRANSFORMER

1

4

The turbine is mounted on a foundation structure and set on the seabed. No drilling is necessary as its weight secures it in place.

TIDAL CURRENTS spin the blades

5

The transformer converts the electricity to a high voltage to allow it to travel further, to a power station on land.

The station, connected to the national grid, distributes the electricity.

Why underwater?

2

GENERATOR converts rotational energy into electricity

PO W ER ST AT IO

MINIMUM DEPTH: 25M

Space-saving An underwater turbine with 9m blades can generate the same power as a land turbine with 120m blades.

N

Tidal currents turn the blades, powering a generator that produces electricity. The output varies with the tides and is predictable.

TO

3

9m 23m

ER

Underwater cables carry the electricity to an offshore transformer.

NSF ORM

Heavy foundations keep the structure in place

More predictable Unlike wind and solar energy, tidal energy is predictable due to the nature of underwater currents. This makes it a more reliable source of electricity.

TRA

Structure weighs as much as 1,200 tonnes

Sources: ATLANTIS RESOURCES CORPORATION and KOREA OCEAN RESEARCH AND DEVELOPMENT INSTITUTE

TO O

FFS

HO

RE

3-D images of turbine: ATLANTIS RESOURCES CORPORATION

NOTE: Graphic not to scale

Possible sites for tidal energy use

ELECTRICAL CABLE

Made of steel (blades are made from composite material) Costs between US$2.5m and US$3m Generates 1 megawatt of electricity, enough to power 1,000 homes

Large untapped resources Water covers about 70 per cent of the world’s surface, and every continent has possible sites for harnessing tidal energy. GRAPHICS: MIKE M DIZON

TEXT: FENG ZENGKUN

Kim Manley

James Forbes OBE

Non-Executive Director

Non-Executive Director

Founder and Board member since November 2005. Former Director, and Chief Marketing Officer of Allied Domecq Spirits and Wine, a former President of The Pierre Smirnoff Vodka Company, (a division of Diageo PLC). Also held senior roles with Yamaha Corporation in Japan, and Sara Lee Corporation in North America

Previously CEO of Scottish & Southern Energy Plc (SSE), Non-Executive Chairman of Thames Water Plc and a Non-Executive Director of FirstGroup Plc. Oversaw SSE’s acquisition of Swalec in 2000.

Managing Director of Morgan Stanley Commodities Division in Asia, comprising of principal and client activity in oil, power & gas

Basil McIlhagga

Timothy Cornelius - MBA, BSc

Chairman & Non-Executive Director

John Woodley

Ian Potter

Non-Executive Director

Non-Executive Director

John is Co-Head of the power and gas-related commodity business for Europe and Asia at Morgan Stanley.

Head of Broking of CLSA Ltd. Also sits on the CLSA Executive Committee, which is charged with the overall strategy and direction of the company.

Matthew Foley - MBA, BSc, CPA

Joseph Fison - MA, MSci, CFA

Drew Blaxland - MBA, MEng

Senior positions at Qwest Communications, Electronic Data Systems and iAsiaworks where he played a key role in the company’s growth from a start-up to an IPO.

Previously M&A executive at Close Brothers, an associate for private equity fund Cap Vest. Subsequently joined Berkeley Partners LLP where he developed a number of renewable energy investments including one of the largest wind farms in Southeast Asia.

Managed ventures of broad diversity from engineering and commercial risk management consulting, to senior public sector appointments.

Chief Financial Officer

Director of Corp. Ventures

Chief Executive Officer

Accumulated a wealth of engineering and concept development experience, specifically underwater research, sub-sea engineering in the oil & gas sector and director and executive roles.

Chief Technology Officer

Further Information: To learn more about this opportunity, including downloading an Information Memorandum, go to

www.wholesaleinvestor.com.au Click on View Investment opportunities and search for Atlantis Resources Corporation.

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Company Name Sector Yr established Business stage Location Seeking

Astra Mining Ltd Mining & Industrials 2009 Expansion Australia Capital for Commercialisation

Executive Summary Astra Mining Ltd is a diversified mining company with iron ore, gold and coal projects in India and Australia. Astra Mining Limited co-owns and controls Intellectual Property to produce low cost, carbon-emissions efficient steel with double the strength of traditional steels. Astra Mining is not an exploration company. Primary criteria for mining projects is where the resource has been defined, mining licenses are in place (or in place within 6-12 months), preferably operational and no major infrastructure investment is required to take the mined products to market. This is to satisfy demand sourced by the company in Chinese Commodities Markets. Astra has secured 3 mining projects (two of which are operational) and has 4 prospective projects. In addition, Astra Mining is a significant shareholder in valuable IP which substantially increases the strength of steel, thus reducing the amount of raw materials, energy requirement and steel production for the same end-use, hence increasing carbon efficiency. The latter has significant value, has been used commercially and is ready for a global rollout. Astra Mining has recently signed an MOU with the key indigenous groups to access coal-bearing land and commodities in the Hunter Valley. Astra Mining is also developing a business in marketing commodities (without acting as a principal) and mining services. Our Investor Centre outlines our prospective offer later this year open only to sophisticated and professional investors for development capital. Astra Mining Ltd is an Australian public unlisted company incorporated in Queensland, Australia with three Directors. Two additional directors will be appointed prior to issue of the Information Memorandum for development capital. The company will have 540,000,000 shares on issue after its present seed capital fund raising to finalise acquisitions of secured projects. Astra Mining Ltd is the operating company of at least 5 companies that manage the projects. These project companies are partially owned by Astra Mining Ltd with ranges from 30% to 70% ownership. The Information Memorandum for development capital will be issued after the present seed capital raising is complete.

Competitive Advantages •  No Exploration: Astra Mining only chooses mining assets that are market ready, in or close to production or with demonstrable uplift in the short term. • Current Production: Seed capital currently being raised to buyout secured projects and increase production. • Secured Rights: Ownership rights over the mining assets with approval from local government and Memorandum of Understanding with indigenous groups. • Revenue In Principle: Offtake agreed in principle with China. • Experienced Team: Strong ties to India and China from Development to Mining to Distribution. • Diversified Assets: Broad exposure to different mineral types & IP ownership of T-Steel. • L  ow cost of production: Sites close to infrastructure and incentives in place from government. • A  mbitious commercialisation plans: Each asset has a strategic plan through to growth and exit.

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Corporate Structure Astra Mining is an unlisted Australian public company. Astra Mining has approximately 400 million ordinary shares on issue and is completing a seed capital raising (to acquire secured mines) prior to issuing an Information Memorandum for Sophisticated and Professional Investors for development capital.

Exit Strategy The ultimate growth strategy for the company is to list on a suitable exchange at an appropriate time, with the objective of seeking to create value for early stage investors. Other exit strategies could be considered if market conditions and management guidelines are met. There is precedent M&A activity in this area in the past 4 years.

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Investment Highlights • Diversified Projects: Diversified project base of 3 secured and 4 prospective projects plus high percentage ownership of T-Steel IP technology expected to have significant valuation. • Positive Mining Geology: Indian mine sites have same geological characteristics as WA goldfields. • Strong Mining History on Project Sites: Over 20m oz of gold mined during colonial era. High quality sites with large proven, probable and inferred resources. • Due Diligence Completed: Comprehensive DD Documentation with legal sign-off available for each site and for IP. • Significant Investment to Date: Over $3m in capital invested to date by founders and related parties over many years. •C  hinese Export Quality: Iron Ore reserves exceed China’s high quality standard of 60+% for Fe Reserves. •T  ax & Investment Incentives: India has incentives in place to encourage investment from overseas. •E  xacting Management Guidelines: Mining assets and IP meet strict selection criteria for diversity, size, uplift potential and growth. •P  otential High Value Exit Strategies: Expressions of Interest received for IP. Potential IPO opportunity. IPO mapped for high growth phase. •U  nique Value Proposition: Sustainable and game changing technology for steel production in a mining company. Partnership with Australian indigenous groups to access coal mining land and commodities for export.

Board, Management & Advisors: Silvana De Cianni Managing Director An internationally experienced business executive with a proven track record in the mining industry. Her roles have included more than 20 years experience with companies in contract mining, finance and mining project development. To be announced CEO-elect CEO-elect has been involved with advising and directing start-up companies for the past decade and is a Director of a number of private companies. Has multinational resources experience with one of the world’s top 3 companies, holding a number of management and business development roles. Barrie Meerkin - LLB, BCom, LLM, MBA Corporate Counsel Having practised law for 30 years, Barrie has worked for some of the largest and most highly acclaimed law firms in the world, overseeing settlements and syndications for major banks and international financial corporations. Gary Mares - FCA, JP Company Accountant Gary has 20 years accounting experience including 16 years at KPMG. Gary has also held senior executive positions specialising in company secretarial, legal, compliance and insurance matters. Cedrick Hinton General Manager Indigenous Projects Cedrick has over 10 years experience in Indigenous Government Departments and has also been involved within the steel industry. Cedrick is highly experienced and skilled within Aboriginal community groups, and has a strong network throughout Australia and world-wide. Daniel De Cianni COO Daniel has been actively engaged in contract mining projects including complete road building, tailings dam and open cut mining activities. Daniel has a long history of civil construction working in remote areas around Indigenous communities in the Northern Territory.

Further Information: To learn more about this opportunity, including downloading an Information Memorandum, go to

www.wholesaleinvestor.com.au Click on View Investment opportunities and search for Astra Mining Ltd.

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Company Name Sector Yr established Business stage Location Seeking

Virasec Pty Ltd Healthcare 2010 Early Stage Melbourne Funds for Commercialisation

Executive Summary

Competitive Advantages

Virasec brings to the market a revolutionary testing product for the detection, diagnosis and management of viruses and diseases. Virasec is a complete viral detection product where each specimen can be tested for 16 or more viruses simultaneously to provide highly specific, clinically relevant results.

• Near 100% Proven Results: Over 1.4 million tests completed with near 100% accuracy of clinically relevant results. No false positive results.

Virasec is proven to significantly reduce processing time for virus diagnostic results from 21 days for a traditional drum test to under 24 hours. Virasec has been used on over 1.4 million tests with near 100% accuracy to date. No other virus testing product in the market has similar results for being clinically relevant, accurate and rapid.

• Simple to use and easily interpreted: Can be used in any laboratory.

The Virasec kit is cheap to manufacture and simple to use with possible reach into developing and third world countries. The global implication for this product is enormous. For example, over 600,000 children die per year from viral pneumonia. If diagnosed accurately and quickly, the right treatment would make a significant difference. In turn, hospitals, governments and insurance companies globally would save millions in diagnosis, treatment and hospitalisation costs. In order to use anti-virals for treatment of patients, the test result must be obtained within 24-48 hours. If the correct anti-virals are prescribed after 72 hours, the usage of the drug is not relevant. The only test giving clinically relevant results in such a short time is Virasec.

• Cheap to produce: Inexpensive to manufacture and over 50% cheaper than competitor products. • Time Savings: Preliminary results received in up to 3 hours with full results in 24 hours. Regular hospital tests (Shell Vial) can take up to 7 days. • Life Savings: Efficiencies in Virasec can lead to many lives being saved globally. • Flexible Usage: Virasec can be used for detection, diagnosis and management of viruses and diseases. • High Value Secondary Uses: Virasec can be used in testing of new drugs and antiviral sensitivity accelerating end results by years.

Worldwide patents are in place and the kit is FDA Approved. Funding is required to commercialise this product and to create a worldwide network of partners utilising this technology in Australia and worldwide.

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Board, Management & Advisors: Dr Robert Alexander - MVD, PhD Director Dr. Alexander is currently head of the virology laboratory at the Royal Children’s Hospital in Melbourne, Australia, one of the largest virology laboratories in Australia. Dr. Alexander has been working in the field of medical virology since 1971 and is the current patent holder of the Virasec Technology. Dr. Alexander is a pioneer in the field of virology, influencing technique and research development at a time when diagnostic methods and procedures in virology are coming to the forefront of scientific focus. Director-elect (1) Head of Infectious diseases in major international hospital. Marketing director of virology tests major pharma company.

Key Investment Highlights • Worldwide patents: Over 20 years advantage over competitors. • Proof of Concept: Over 1.4 million tests completed across multiple viruses with near 100% accuracy and no false positive results. • E  normous global demand: Antivirals are becoming less effective so emphasis is being placed globally on accurate virus diagnosis. • E  xisting Industry Interest: Virology labs worldwide and in Australia have given positive feedback on Virasec. • Industry defining product: Incredible cost savings to hospitals, governments and insurance companies worldwide. • F  DA Approved: Virasec has been approved by the US medical governing body for use in the market. • M  ultiple high value applications: Can be used for detection, diagnosis and management of viruses and diseases as well as in the testing of new drugs accelerating end results by years.

Medical director at major American research institute. Barrie Meerkin - LLB, BCom, LLM, MBA Corporate Counsel Barrie specialises in all aspects of corporate and securities law and is a partner of the law firm Michael Sing Lawyers. Having practised law for 30 years, Barrie has worked for some of the largest and most highly acclaimed law firms in the world, often overseeing settlements and syndications for major banks and international financial corporations, as well as providing high level legal advice in and around all aspects of corporate capital raisings, functioning and compliance. Gary Mares - FCA, JP Company Accountant Gary has 20 years accounting experience including 16 years at KPMG. Gary has also held senior executive positions with the Lend Lease Group and the Hagemeyer-Tech Pacific Groups (now Ingram Micro) specialising in company secretarial, legal, compliance and insurance matters.

• High Trade Sale Possibility: Expressions of Interest received from governments and corporations for the patent with significant ROI projected.

Director-elect (2) Business development director of major multinational. Key relationships with governments in Asia and Africa.

Exit Strategy

Management and growth of corporations in from start-up to sustainable operation.

For investors, the primary exit strategy is a trade sale to a major multinational healthcare company. Interest in Virasec has come from various parties. The company will seek to create value for early stage investors. Other exit strategies will be considered if appropriate.

Corporate Structure Virasec is an Australian private company.

Further Information: To learn more about this opportunity, including downloading an Information Memorandum, go to

www.wholesaleinvestor.com.au Click on View Investment opportunities and search for Virasec Pty Ltd.

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Leverage Property Property Development & Property Education 2009 Ongoing Sydney Investors

Company Name Sector Yr established Business stage Location Seeking

Executive Summary Leverage Property is currently offering a limited opportunity for investors for a residential development which is showing a return of 35% on total development costs. The development site is DA-approved for 38 townhouses and is located in Homebush, NSW, in close proximity to schools and retail facilities including a Westfield shopping centre, Paddy’s markets, DFO and the sports complexes of Sydney Olympic Park. This development opportunity is not on the open market and has come to Leverage Property through their network of development contacts. The vendor is a developer who is overloaded with other development projects and needs to offload this site to free up capital. This is typical of how Leverage Property have acquired very profitable development sites in the past and these opportunities do not come very often.

Competitive Advantages • Extensive experience in residential property development, especially in Sydney • Access to development opportunities that are not available to the general public • Proven track record of success

Board & Management: Libby Lombardo CEO 13 years as a property developer. Joseph Lombardo - MB in Economics, Director 15 years business, banking and risk management experience. Masters in Economics, University of Florida. Horizon Capital Management Limited ABN 89 105 078 635 holds Australian financial services licence no: 237257. Trustee of the Fund The Trustee’s executive team has a broad base of property funds management experience and a successful track record in property investment and property development.

Corporate Structure

The investment fund is structured as a unit trust and is an unregistered managed investment scheme under the provisions of the Corporations Act 2001. Leverage Property has appointed Horizon Capital Management Limited (AFSL 237257) as Trustee of the Fund.

Exit Strategy

Once all units/townhouses in the development are sold and all profits after costs and fees are realised, investors can withdraw their equity and any capital gain. Targeted project completion is 18 months.

• Only engage the best builders and developers in the industry who all have unblemished records of success

Key Investment Highlights •  High-yielding property development targeting a return of 30% to 35% •  50/50 profit split with investors on returns above 20% •  Investors can withdraw profits and equity at the end of the project •  Site is DA-approved •  21 x 3 bedroom, 3 bathroom, car space townhouses – estimated selling price $600K to $640K •  17 x 2 bedroom, 2.5 bathroom, 1 car space townhouses – estimated selling price $515K to $530K •  Finished units will sell in the mid-price range attracting the largest pool of buyers •  Homebush is located mid-way between Sydney and Parramatta and mid-way between Ryde and Bankstown where there is ample access to a range of employment opportunities and transport •  Our small to medium sized developments have lower risk than large, more complex, multi-year projects

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Further Information: To learn more about this opportunity, including downloading an Information Memorandum, go to

www.wholesaleinvestor.com.au Click on View Investment opportunities and search for Leverage Property.

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Company Name Sector Yr established Business stage Location Seeking

Property Match Up Limited Real Estate / Internet 2009 Established Queensland Capital for Commercialisation

Executive Summary Property Match Up is a property search engine designed to provide compelling value benefits to buyers, real estate agents and mortgage brokers. The patented system allows users to search for properties with results derived from real estate agents’ websites. Subscribers can access a personalised platform with an exhaustive list of features. Real Estate Agents and Mortgage Brokers benefit as Property Match Up is a lead generation tool and provides a number of value added services that assist to build their business and increase revenues. Proof of concept has been achieved with 70 Real Estate Agents and 165 Mortgage Brokers having joined Property Match Up. Multiple revenue streams come to the company through fees, commissions and referrals. Precedent M&A activity in this sector makes the Property Match platform an attractive proposition. Funding is required to finalise the commercialisation of the portal and reach key markets to begin generating revenue.

Competitive Advantages • Search engine portal gateway provides quality results from launch • Value added services for Real Estate Agents & Mortgage Brokers with promotion, lead generation, market intelligence and referrals provided • Simple, robust technology that provides instant results for users

Board & Management: Peter Alan Green Managing Director / CEO Peter joined the Finance Industry in 1997 working for non bank lenders as well as for two of the big four banks. He has been involved in a number of mortgage brokering businesses ranging from sole operator to a team of 12 brokers. Colm Gerard McNamara Director Colm is the CEO of an aged care facility that employs over 100 staff and that cares for over 160 patients. Colm has been in the CEO capacity for the last 7 years. Colm brings high level management skills especially in the development of systems and controlling staff and expenditure. Marek Janusz Michael Reardon Director Marek currently is the principal of a successful law practice. Being admitted in 1995, Marek has extensive experience in corporate law, and oversees all compliance aspects to Property Match Up. Tom McKaskill Advisor Tom is advising Property Match Up for sale. Tom has an extensive track record building sustainable profitable ventures and to selling a business at a significant premium

Corporate Structure

Property Match Up Limited is an Australian public unlisted company. The structure is investor friendly with corporate governance and reporting measures in place.

• Multiple benefits for users from refined results to comprehensive service to cash back • Compelling value proposition for all Real Estate Agents, Mortgage Brokers & Buyers • Industry backing with Real Estate Professionals and Mortgage Brokers promoting the platform • Property Match Up addresses a gap in the market

Key Investment Highlights

Exit Strategy

The primary exit strategy is a strategic sale to Bank or major financial institution. There is precedent M&A activity in this area in the past 4 years. Other exit strategies may be considered if market conditions and management guidelines are met.

•  Proof of concept with 70 Real Estate Agents and 165 Mortgage Brokers having joined the Property Match Up network • Building of high value IP with feature rich software that stands alone in the market • Multiple revenue streams through fees, commissions and referrals • Scalable business model to incorporate new revenue streams, products and services • Property Match Up Portal operating costs supported by revenue from match broking • Experienced team with the competencies to successfully manage Property Match Up through its growth • Defined exit strategy with strategic sale of assets to Bank or Financial Institution

Further Information: To learn more about this opportunity, including downloading an Information Memorandum, go to

www.wholesaleinvestor.com.au Click on View Investment opportunities and search for Property Match Up Limited.

• Precedent M&A activity with Challenger purchasing Choice Aggregation, Plan and Fast

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Intresto Pty Ltd Clean tech / IT / Construction 2007 Early Stage Armidale, Australia Capital Raising and Strategic Partnership

Company Name Sector Yr established Business stage Location Seeking

Executive Summary Intresto is developing a software application for the construction industry. Construction and mining projects create unprocessed rock as a lasting by-product. With little alternative use for this rock rubble, the cost of disposing it has been high and unrecoverable. Similarly, the use of unprocessed quarried rock is restricted due to the difficulty of building with irregularly shaped material. With rising construction costs and growing pressure to address greenhouse gas emissions local, unprocessed rock presents itself as a sustainable building material. Intresto’s Rocksolver software makes this difficult material simple to use. Rocksolver takes the digitised shapes of unprocessed rocks, solves the 3D jigsaw puzzle and maps out a layout, with the potential to build structures like retaining walls for road and rail, seawalls, landscaping and housing.

Board & Management: Malcolm Lambert - B.Sc. (Physics) Founder and Director Inventor of the Rocksolver technology. Having worked as a research scientist in Antarctica for several years, Malcolm has extensive project management experience. Peter Douglas - B.Sc. (Physics) Non-Executive Director With 21 years experience as the owner of a medical technology business and experience with M&A Peter brings to the board considerable managerial expertise.

Corporate Structure

Intresto Pty Ltd is a private company. Current shareholders are Malcolm Lambert and Peter Douglas.

Exit Strategy

The ultimate exit would be a strategic trade sale to a business which could scale the technology to a global market (targeting 3-5 years). Several potential strategic buyers have been identified.

Competitive Advantages • Intresto’s Rocksolver software uses difficult-to-copy proprietary algorithms • Patent pending in Australia, US and Europe • First-mover advantage to create and protect a high-tech niche in a large and growing market • Highly differentiated product • Rocksolver will reduce labour costs, decrease greenhouse gas emissions and help produce structures with high utility and aesthetic appeal

Key Investment Highlights •  Rocksolver is currently a working prototype •  Rocksolver can integrate into existing engineering and architectural CAD packages, 3D data acquisition hardware and construction equipment control software •  Unprocessed rock is approximately 10% of the price of concrete, brick and dimension stone, while producing approximately 10% of the greenhouse gas emissions compared to competing products •  Rocksolver unlocks the world’s largest resource of sustainable building material, unprocessed rock •  Rocksolver will scale to any size structure, any size business and across several construction industries; infrastructure, landscaping and housing •  In Australia, increasing pressure to make big investments in infrastructure and big cuts to carbon emissions means the timing is right for the Rocksolver solution

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Further Information: To learn more about this opportunity, including downloading an Information Memorandum, go to

www.wholesaleinvestor.com.au Click on View Investment opportunities and search for Intresto Pty Ltd.

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Listing Index Below are the opportunities currently listed with Wholesale Investor. For more information or to enquire, go to www.wholesaleinvestor.com.au and search via their name or code.

Company Name

Code

Business Stage

Sector

Activeplus Pty Ltd Aeroship Commercial Ltd AG Delta Pte Ltd Agriculture Opportunity ATF Group (PDF) Limited Atlantic Healthcare Atlantis Resources Corporation Ausdex Diamonds Australian America’s Cup Team Australian Bauxite Limited (ASX:ABZ) Australian Leadership Centre Pty Ltd Azure Energy Technologies Pty Ltd Barefoot Power Bay Street Finance Blue Fusion Asset Management Pty Ltd Bone Medical Limited (ASX:BNE) Brightgreen Pty Ltd Broadvector Limited (ASX IPO Offering) CassTech Limited CB Greater Australia Ceduna Keys Development Pty Ltd Cloncurry Metals Limited (ASX:CLU) Cobar Consolidated Resources Limited (ASX:CCU) Commissioners Gold Ltd Crescent Gold Ltd (ASX:CRE) EasyFood Limited Eclipse Uranium Limited IPO EcoQuest Limited (ASX:ECQ) Eleckra Mines Limited (ASX:EKM) Future Capital Development Fund Limited Gratuk Technologies Pty Ltd Green Resources Group Limited Hunome Pty Ltd Intresto KFSU Pty Ltd Leverage Property Lobster Harvest Ltd Mailing Lists Online Pty Ltd Mako Energy Limited (ASX:MKE) Management Resource Solutions Limited Matakii Development Group Microequities Deep Value Microcap Fund Mikoh Corporation Limited (ASX:MIK) Minemakers Limited (ASX:MAK) MIRTeq Pty Ltd MyGuestlist NavraInvest Pacific Island Aquaculture Pty Ltd Pacific Islands Project Solutions Pacific Retail Management Pty Ltd Patrys Limited (ASX:PAB) Phase Changer Pty Ltd Phylogica Limited (ASX:PYC) Pico Pharmaceuticals Ltd (Pre-IPO) Planet Power Energy Limited Primewest Funds Ltd Property Match Up Rainbow Rewards Holdings Limited Rentmaster Pty Ltd Spark Solar Australia Special Phage Holdings Pty Ltd Sustainable Energy Australasia Tailored Franchise Holdings Ltd Virasec Pty Ltd Vocus Communications Ltd (ASX:VOC) Vogue Management Limited Wilson HTM Priority Growth Fund Your Portal Pty Ltd

ACP ARO AGD AGO ATF AHC ARC AXD AAC ABZ ALC AZE BFP BSF BFM BNE BGN BDV CTH CBG CKD CLU COB CMG CRE ASY EUL ECQ EML FCD GTK GRG HNM INT KFS LVP LHL MLO MEL MRS MDG MCQ MKH MAK MIR MGT NIV PIA PIP PRM PAB PCR PYC PIC PPE PWF PMU RRH RMR SSA SPH SBE TFH VRC VOC VML WIG YPL

Early Stage Early Development Expansion Stage Established/Expansion Commercialisation Commercialisation Commercialisation Early Stage Start-up Exploration Expansion Stage Early Stage Expansion Stage Mature Stage Early Stage Late Development Expansion Stage Clinical Development Pre-IPO Development Project Approved Exploration Project Development Junior Explorer Gold Producer Developing IPO Expansion Stage Advanced Exploration Expansion Stage Early Stage Expansion Stage Expansion Stage Early Stage Commercialisation Expansion Late Development Early Stage Expansion Expansion Stage Early Stage Established Development Mature Stage Commercialisation Early Stage Mature Stage Early Stage Early Stage Expansion Stage Clinical Development Expansion Stage Mature Stage Clinical Development Expansion Stage Mature Stage Expansion Pre-IPO Early Stage Early Stage Early Commercialisation Early Stage Early Stage Early Stage ASX Listed Reverse Takeover Expansion Stage Growth

Healthcare Transport Financial Services Software Agriculture Diagnostic IT Specialist Pharmaceuticals Renewable Energy - Marine Power Wholesale Diamonds Sporting Franchise Mining Professional Services Energy Energy Financial Services Financial Services Biotech Green Tech Biotechnology / Pharmaceuticals Agriculture / Greentech Property Building & Construction Mining Mining Mining Mining (Gold) Food / Diet Programs Mining Cleantech Gold Exploration / Mining Funds Management / Internet Veterinary Treatments Green Tech Consumer Internet Clean Construction / IT Food Ingredients Property / Development Aquaculture / Clean Technology IT Oil and Gas Resources Property Financial Services IT Mining Fibreglass Composites IT & Technology Financial Services Fish Farming Mining Retail Food Franchising Biotechnology Manufacturing (Electrical Goods) Biotechnology Biotechnology / Pharmaceuticals Cleantech / Retail Property Real Estate / IT Financial Services Property Management Cleantech Biotechnology / Pharmaceuticals Renewable Energy Franchise Healthcare Telecommunications Property / Professional Services Investment Management Financial & Professional Services

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Wholesale Investor Edition The Annual 2010