Wholesale Investor Edition 3 by Steve Torso

Volume 2 - Issue 1

Private investment opportunities for wholesale, professional and sophisticated investors

Revolutionary â&#x20AC;&#x153;greenâ&#x20AC;? cement reduces C02 by 80%

Silent wind power becomes a reality

Co-axle rotor helicopter ready for worldwide production

Affordable housing solution formed to address current housing crisis

Plus: Carbon emission management software Online venture in $3bn wellness sector Eco-lifestyle property venture Boutique winery in unique position High growth fishing tackle manufacturer

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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Volume 2 - Issue 1

Contents Page

Editorial

Disclaimer

By Stephen Maarbani, PriceWaterhouse Coopers

IPO Market Update By Imran Valibhoy and Tim Morris - WiseOwl.com

Q&A with a Venture Capitalist By Steve Torso - Wholesale Investor Pty Ltd

Growth through acquisition By Alistair Jaque - Swaab Attorneys

CEO Corner: Simon Baker By Reuben Buchanan

Leaping the Pond

Australian China Clay

Opportunities

Co-investment among angel investors to rise

By Michael Gale, Gremercy Venture Partners

Hush Wind Power

Global Emissions Management Systems

Coax Helicopters

Lankeys Creek Winery

Dutton Direct

Australian Affordable Housing

Eco Village

Southern Fisher Tackle

Cosmetic Choice

ICN Health

Flip Screen

Glasses Online

AGINT

The Equisent group

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 auditorsâ&#x20AC;&#x2122; 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

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Wholesale Investor -

Right for the Times By Steve Torso – Wholesale Investor Pty Ltd Raising venture capital for private companies in any market is difficult. Throw in the current global financial crisis and things become near on impossible for capital seekers. It is truly an environment where only the best deals will succeed.

Preparation Once you know what you are doing, now you need to prepare. Investors will expect an Executive Summary, an IM and a business plan complete with financial projections.

Funding for many private companies has dried up mainly because most

Also ensure you have a good advisor assisting you with the structuring of

investors have lost money, and are in a phase of “licking their wounds”

your capital raising and the entry value for investors.

– therefore are very adverse to investing into anything new, let alone a small private company or speculative start up. Unfortunately, most of those seeking capital are private, and/or start-ups.

Distribution Now that you are prepared, you must get your offer in front of as many potential investors as possible. Raising capital in the current market is a

No matter the markets, or investor appetite, there is a never-ending capital demand for new or expanding companies. And make no mistake – there is money available – it has just become much harder to find.

numbers game to a large extent. The other reason is because you never know who they know. They could refer your offer to one of their friends who is more suited to your

That’s why Steve and myself launched Wholesale Investor. To help

opportunity.

promising companies find that proverbial “needle in a haystack”. If you

Wholesale Investor magazine has developed an investor database

are a company who seeks capital, here are some tips that will greatly

consisting of more than 4,000 investors. It is the most comprehensive

boost your chances of raising funds:

private investor database in Australia and consists of:

Allow Sufficient Time The time taken to raise capital has doubled or even tripled. So allow at least 6 to 9 months to complete your capital raising. Yes it can be done quicker, but you cannot rely on this.

All Private Equity Firms in Australia

All Venture capital Firms in Australia

High net worth investors - Interested in private investment opportunities

Top 1,000 public and private companies seeking investments or acquisitions

Don’t make the mistake that many others have of waiting till 30 days from bankruptcy to start looking for money. You will most certainly fail.

Each month Wholesale Investor sends out various investment opportunities to this database via email and through Wholesale Investor

Education

magazine.

You have to become an expert on capital raising. Understand the

If you want to see if your company qualifies, go to

process, the industry, the lingo and the market place. Investors expect

www.wholesaleinvestor.com.au and click on “Capital Raising /

that you should know what you are doing when it comes to fund raising.

Business Solution” and complete the enquiry form.

They know that even if they invest, it probably won’t be the last time your

Or contact info@wholesaleinvestor.com.au or call 02 9252 2489

venture needs funding. They want to know that if the time comes, you

can do it again. If you are not up to speed on raising capital, then attend my Rich Business Summit that I am running on the 14/15th March in Melbourne. It costs

Reuben Buchanan

$1,100 to attend, but it could land you a thousand times that in investor

Publisher

capital!

Wholesale Investor

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Co-investment among angel investors to rise How to structure tax-efficient co-investment vehicles By Steven Maarbani, Senior Associate – PriceWaterhouse Coopers Legal

Angel investors are motivated by more than just return on investment.

2. Myth 2: An ESVCLP will need to be registered as a managed

Typically angel investors are high net worth individuals who have been

investment scheme (MIS) resulting in greater administrative burden

successful in previous entrepreneurial endeavours. The experience gained

and increased costs

equips angels with valuable practical understanding of the mechanics of business building and an acute ability to identify and resolve the pitfalls

Whilst a co-investment vehicle structured as an ESVCLP is likely to be a ‘managed investment scheme’, the key issue is whether or not the

inherent in start-up businesses.

MIS is required to be registered. There are a number of exemptions to the requirement for registration. One example is that where a group

Often therefore, when an angel investor decides to invest in an early stage

of angel investors come together to co-invest through an ESVCLP

business, he or she will do so not only for financial gain but also in order

the parties cannot be said to be in the business of scheme promotion

to bring this entrepreneurial expertise to the board. If one accepts, as the

and provided the ESVCLP has less than 20 members the ESVCLP

authors do, that ‘the execution’ is more important than ‘the idea’, then it

will generally not need to be registered as a MIS. Another example

becomes clear that the expertise an angel investor brings to an emerging

is where interests in the scheme are not offered to ‘retail clients’.

business is often just as valuable as the injection of capital.

Typically, an angel investor will not be a ‘retail client’ and therefore an ESVCLP made up solely of such investors will not need to be

Angels do not always invest directly but may pool their funds with other

registered.

angel investors and co-invest through a special purpose vehicle, typically, a unit trust. One of the reasons for this indirect investment may be to

3. Myth 3: Funds are about the fund manager making money, not the investors

reduce exposure to risk. Another reason may be that the value of the investment and the forecast follow-on investments necessary to execute a particular investment strategy may be greater than an individual angel

The reward structure of the fund manager (typically, a management fee and a carried interest) is a matter for negotiation. Where a group

is prepared to make alone.

of angel investors co-invest through an ESVCLP, it may be agreed, for example, that the management fee is to be limited to the bare

In the current climate, there is likely to be greater levels of co-investment

costs necessary to operate the fund and that the carried interest is

between angel investors who share a similar investment style and

done away with altogether.

philosophy.

4. Myth 4: Committed capital will be trapped for the entire investment

Often, angels cite the flexibility of unit trusts as the reason for their

period

popularity as a co-investment structure. However, as the profitability of investees in a portfolio begin to plateau, angel investors are moving

Once an investor has agreed to commit a specified level of capital

toward more tax-effective co-investment structures.

to the fund, it will need to ensure that level of funds is available to answer calls on capital that are made by the General Partner from

In the authors’ view, one of the most tax-effective structures for angel

time to time. However, ordinarily the fund deed will empower the

group co-investment is the Early Stage Venture Capital Limited Partnership

General Partner to reduce the level of committed capital or to return

(ESVCLP). The ESVCLP is a tax flow through vehicle, through which

capital to the limited partners at its discretion.

distributions of income and capital gains to investors will be exempt from taxation. There are a number of myths around the complexity and perceived lack of flexibility of the ESVCLP as a structure for angel group co-investment which should be dispelled.

Conclusion As angel investors begin to re-assess their appetite for risk in the current climate, co-investment between angels will become more popular and co-investment structures will need to become more tax-effective than the humble unit trust. Where a group of angel investors share a similar

1. Myth 1: An angel investor cannot take part in the management of the business of an ESVCLP In fact, a limited partner of an ESVCLP may be appointed as an officer of a general partner that is a body corporate or by appointing

investment style and philosophy and wish to co-invest with each other, the ESVCLP provides the most tax-effective structure through which to do so. For further information in relation to this article please contact:

a representative to the board. The effect of this carve out is that an

John Cannings, Partner

angel investor may be a director of the general partner of the ESVCLP,

Phone: +61 2 8266 6410

and thereby have direct involvement in investment decisions.

john.cannings@au.pwc.com

Steven Maarbani, Senior Associate Phone: +61 2 8266 6834 steven.maarbani@au.pwc.com

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February 2009

IPO Market Update By Imran Valibhoy and Tim Morris

Not so long ago, companies looking to either raise money or list

However as junior resource companies have been the lifeblood

on the stock exchange were able to walk into any broker and

of the sector over recent years, the collapse in commodity prices

have the funds flowing in a matter of weeks. The ability to raise

during the second half of 2008 saw the market for new listings

capital during the bull run was a very easy sport. Investors lapped

grind to a halt. Unless you’re a well established blue chip looking

up the opportunity to buy into a company at the IPO stage, and

for fresh capital, the doors to broking houses and investment

their eagerness was well grounded with IPO’s having established

banks are now firmly shut. Most IPO’s proposed since the second

a solid track record of success. The Bloomberg IPO Index, which

half of 2008 have been cancelled or delayed. Of the 20 attempted

measures share price performance of new listings during their

listings since July, only 8 have made it to market. Success has

first 12 months on the ASX, saw IPO’s post average annualised

been even rarer, with this small group posting an average loss of

returns nearing 50% from 2003 to 2007. While the broader

28% since listing. Only two issues are not underwater.

market’s gains over the same period were also impressive (~20%

So what for 2009?

pa), they paled in comparison to the IPO market. The rewards were more than offsetting the higher risks associated with IPO stage investments, which allowed a record number of new floats (248) to hit the ASX boards during the bull market’s peak year of 2007. That’s one for each trading day. How times have changed!

If recent trends are anything to go by, then 2009 is on track to be an even leaner year for the IPO market. The Bloomberg IPO Index remains 80% below its 2007 highs with appetite for start ups and speculative ventures still very thin. De listings rather than new listings is likely to become a more common theme amongst the ASX small company arena as even companies already listed struggle to raise new funds. Many don’t yet generate revenues, and are therefore reliant on external capital to fund their operations. So despite efforts to ‘batten down the hatches’ over the last year, an increasing number of listed companies with dwindling cash reserves may face extinction. So in 2009, demand for new listings isn’t the only force set to dampen the IPO market. Year to date, the pace of new floats continues to slow. Thus far we have seen two new companies joined the ASX boards via the IPO path –Treyo Leisure and Entertainment Ltd (TYO) and Cape Alumina Ltd (CBX). The former

As the Australian share market topped in mid 2007, IPO

is an already profitable producer of Mahjong tables in China

performances staged a sharp reversal. While the All Ordinaries

(a popular local game), while the latter is an emerging Bauxite

shed 15% over the following 12 months to July 2008, the average

producer whose float was supported by its Chinese offtake

IPO halved in value according to the Bloomberg IPO Index. As a

partner. Unfortunately, their success in raising funds may prove

consequence, the incentive for investors to hop on board new

to be an exception rather than the rule. Until investors again

floats disappeared, and the number of IPO’s to hit the ASX during

become confident that you can make money through shares in

2008 fell to 69. Despite this 70% drop off in new listings, the

well established blue chips, their willingness to back new floats is

market was still showing vital signs for most of the year, achieving

likely to remain scant. For an IPO to succeed, it generally requires

an average ‘run rate’ of one new IPO per week.

sentiment on its side. Therefore while we wait for the broader share market to show some mettle, don’t expect many fireworks on the IPO front.

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Q&A with a

Venture Capitalist By Steve Torso – Wholesale Investor Pty Ltd

Many entrepreneurs who seek to raise capital fail to understand the opportunity from the investors point of view. Wholesale Investor spoke to a Sydney based Venture Capital firm Winteray about their view on investing into the early stage and somewhat risky end of the market.

5. Potential to add substantial value

Winteray Ltd is an Australian Public Company whose objective is to invest in medium sized projects in the area of sustainability, energy, resources, property, education/skill shortage, natural health/wellness and children’s/aged services.

deals that will be in the market place with fewer competitors

WI: How has the turbulent public markets impacted the private sector and your ability to raise money for your VC fund?

realised.

Winteray: Despite the doom and gloom in the market place there is still money out there to be raised. We discovered through our network that some key professionals had already been educating their clients about the crash we experienced in late 2008. Those clients that took this valuable advice were poised to invest in distressed assets. Once they saw Winteray’s model they saw an opportunity to invest in projects that would normally be beyond their reach. WI: How has the downturn impacted valuations, and how have you been able to benefit from that? Winteray: There are bargains galore in the market place. For the same investment that would normally attract a 10% shareholding we have been able to secure anywhere from 30% -70%.

WI: What are you optimistic about? Winteray: We are extremely optimistic about the number of quality

than ever. We’ll be able to pick the best of the bunch. As the market begins to rally our positions in companies will start to be

WI: Where do you see the opportunities over the next few years? Winteray: Besides incredible resources opportunities both here and overseas we see the most growth to be had in the renewable energy sector. Despite past failures this market is beginning to mature. Investors are seeing the value and putting their money where their mouth is. WI: What is Winteray’s investment appetite and strategy? Winteray: Infrastructure, small to medium enterprises and technology where we can leverage our relationships with

WI: What tips do you have for investors seeking to invest into companies?

stockbrokers, financial intermediaries and major investors by

Look at the team of people that are looking after your money. I’d back a quality team over a quality project any day!

development of a project as it moves through pre-IPO and IPO

WI: What are the first 5 things you look for when looking to invest into a deal?

appointment of consultants and advisors.

Winteray:

Winteray’s objective is not to fully fund projects but to leverage

1. The first is the exit strategy, so think with the end in mind

every dollar of Winteray’s seed capital invested by introducing

2. Determine the calibre of the management team currently in place 3. Either a track record of results or proven resource 4. A good story that stock brokers can easily sell to their clients

injecting small amounts of seed capital to secure and control the

funding rounds via its shareholding, Board representation and

traditional funders (for later funding rounds) after the project is secured by Winteray. Projects are identified on an opportunity basis by Winteray’s networks of directors and advisors. Projects will only be undertaken if there is a clearly defined and agreed exit strategy.

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Growth

Through Acquisition By Alistair Jaque –

Attorneys

Internally generated growth is essential, but often a business can dramatically accelerate growth through acquisitions, joint ventures and other alliances that complement core strengths and leverage existing customer relationships.

commercial, financial and legal issues affecting the target. It is also prudent to research the culture of the business, in terms of how it is run, how management reviews and evaluates employees and how management sets performance expectations.

There are many legitimate reasons for acquiring another business, including expanding into other markets, reducing expenses, creating opportunities for cross-selling and eliminating competition.

Operational aspects of the target

What makes for a good acquisition? In order to ensure a successful acquisition, it is essential to have a solid foundation in place, in terms of the people, systems and resources, and ensure that those resources are sufficient to handle integration with another business. In addition, a wellplanned strategy and realistic plans in terms of expectation and time schedules will be required. Before making an acquisition, it is critical to assess whether the business to be acquired clearly fits into the buyer’s growth strategy and if it will increase the competitive position and efficiency. The deal must be designed around strategic objectives so that search criteria for the ideal acquisition target can be defined. Screening for the ‘strategic fit’ can then identify any significant issues that could derail the acquisition. Funding of the acquisition and due diligence

The operational aspects of the target need to be considered in some detail. It is important to fully understand what benefits may be obtained from a potential acquisition and to list the particular attributes of the business that are essential. A business looking to grow through acquisition may require the target to have the following attributes:

•

fits with strategy;

•

quality management;

•

good reputation in market; and

•

strong growth potential

Overview of the acquisition process

•

Identify the target

•

Enter into a terms sheet/heads of agreement

•

Enter into a confidentiality agreement

•

Conduct due diligence

• Determine the value – the valuation of the target is a reflection of many key elements including profit projections, profit margin, debt/equity gearing, cash flow, balance sheet, competitive advantages and non-financial factors such as the management team and brand.

•

Negotiate the sale agreement

•

Exchange and completion

The funding of acquisitions can be a major issue for a growing business. There are four main ways an acquisition can be funded:

• Debt funding – borrowing money from a bank to provide the finances required • Equity funding – where existing or new shareholders of the business contribute money to fund the acquisition • Cash-flow funding – this is possible if the acquired business is considerably smaller than the existing business, and where the existing business has accumulated cash reserves • Merger – effectively buying a business by selling part of the buyer’s existing business to the seller of the acquired business.

It is important to determine your proposed funding strategy prior to looking into acquiring a business. When a potential deal emerges, it is essential to conduct in-depth due diligence on

This article is not legal advice and the views and comments are of general nature only. This document is not to be relied upon in substitution for detailed legal advice For questions and enquiries please contact:

Alistair Jaque Phone: +61 2 9777 8363 Email: afj@swaab.com.au Swaab Attorneys: www.swaab.com.au

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CEO Corner

Simon Baker By Reuben Buchanan

Wholesale Investor publisher Reuben Buchanan speaks with Simon Baker, former CEO of Realestate.com.au and now CEO of Classified Ad Ventures. Simon was responsible for taking Realestate.com.au from the brink of liquidation and a market cap of just $8m, to a profit of $37m and market cap of over $700m in just 7 years. Reuben: What projects are you currently working on? Simon: Classified Ad Ventures works with online classified sites around the world. We focus on three things – investment, informing and innovation. We have a consulting arm that works with classified sites around the world to help drive more value. Finally, we have an innovation team that builds unique products for the online classifieds industry. Each day we are approached with a new investment opportunity. We always review these however very few are taken to the next level of investment. Reuben: What potential do you see in the digital media space? Simon: I think there is enormous potential in the digital media space. The current global economic crisis helps in two ways. Firstly, traditional media businesses (like print) are under enormous financial strain and many of the them are on the brink of going out of business. Their customers are looking for cheaper advertising and they are not able to drop their prices and remain viable, therefore customers are turning to the internet. Secondly, the prices of these assets have plummeted and there is an opportunity to acquire them for significantly lower prices than they historically commanded. Reuben: How has the changing markets impacted the online business? Simon:

• The days of rapid growth on revenue are gone, however the strong businesses are still growing and will become stronger over the next 12 – 18 months. • The online businesses need to focus on cost containment, and focus on that fast. This means that investment in growth has to be very carefully managed. • The days of raising money at high valuations have well and truly disappeared. In fact, raising any more is very hard to achieve. • For the smaller online businesses, they may have to look at merger options just to stay alive.

Reuben: What tips do you have for investors seeking to invest into companies? Simon:

•

Look at the investment opportunities very closely

• Don’t rely solely on what management says – there are lots of optimists out there

•

• Negotiate the terms of the deal carefully but don’t get too greedy.

Be patient in selecting the right investment

Reuben: What tips do you have for companies seeking to raise capital? Simon:

•

Don’t over value the business

•

Prepare conservative business cases

•

Don’t be too proud to take a lesser valuation

• Move fast and continue to have lots of conversations with investors

• Have a thick skull as rejection will become a common occurrence

• Assume that you will not raise as much as you need and make sure that you have the right cost structure in place for a lower capital raising

Reuben: What are the top 5 things you look for when looking to invest into a deal? Simon: 1. Management who is passionate yet realistic 2. An idea with a proven track record – it can be early in its life cycle but it needs to have proven the business model 3. The ability to contribute to the business through collaboration with the management team 4. Secure a reasonable equity stake (>20%) for a reasonable price 5. A clear and believable path to cash flow break even or profitability

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Company Name Sector Yr established Business stage Location Opportunity

Australian China Clays Limited Mining 1999 Expansion, Pre-IPO Sydney, Australia Preference Share Offer

Board & Management: Board of Directors: P J Lush, LLB, MBA (Non-Executive Chairman) C V Alexander, FCA, CF, FAusIMM, JP (Chief Executive Officer) J E Marsh, B Sc (Hons) (Marketing Director) A L English, LLB (Non-Executive Director) G Kow, B Eng (Chemical) (Non-Executive Director) Secretary:

Executive Summary

R V Lo, B Com, CPA, JP

Australian China Clays Limited (ACC) is a miner, processor and marketer of refined clay products servicing a broad spectrum of customers in Europe, Middle East, Asia and the Americas in the paper, paint, polymer, pharmaceutical and cement markets.

G Gaal, B Bus, CPA, FCIS

ACC has reached an important milestone in the development of its business with the commercialisation of its environmentally friendly Kaolin based “green” cement products technology. ACC is offering Preference Shares on attractive terms which are considered highly competitive in currently subdued markets.

Competitive Advantages

Chief Financial Officer:

Share Capital Structure The share capital structure will be restructured prior to intended public offering.

Exit Strategy Australian China Clays Limited is planning for a public listing in Q2 2009

Green Kaolin Based Cement • cost competitive with conventional products; • 80% CO2 reduction • fire resistance; • faster curing; • improved strength in many end applications; • chemical resistance; and • reduced shrinkage

Key Investment Highlights • Products are unique and are in high demand (recession proof) • Scalable global business with rapid growth • Solid management team • Major environmental benefits (80% CO2 reduction) • High profit product suite • Production ready to go • Products have technical improvements

Further Information: To enquire or download an Information Memorandum, go to

www.wholesaleinvestor.com.au click on View Investment Opportunities and search for Australian China Clays Limited.

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Company Name Sector Yr established Business stage Location Opportunity

Hush Wind Power Limited Renewable Energy Generation 2008 Early Stage, first sales achieved Brisbane, Australia Capital Raising

Board & Management: Dr. Patrick J. Glynn - Chairman Dip. Elec. Eng., M. Tech. Mgt., PhD. The inventor of eight patented inventions, is the author of 27 scientific papers and has been engaged internationally in the energy industry by Philips in Ireland and Griffith University in Australia Mr. A. David Dewis - Managing Director

Executive Summary The 2008 Global Wind Energy Outlook states for Australia, “Total operating wind capacity at the end of 2007 was 824 MW…. the government has increased targets for renewable energy to 10,000 MW.” This is Hush’s opportunity. The advanced performance and silent operation of the Hush wind turbine range make small and medium scale wind generation a viable and attractive solution for consumers in domestic, commercial and rural sectors. Coupled with an unprecedented interest in renewable energy and backed by supporting government policies, Hush aims to capitalise on one of the most outstanding and exciting opportunities available in the energy sector today.

Competitive Advantages • Highest rated efficiency design in class (source: RMIT University, Melbourne) • Unique design results in near silent running and zero impact on bird life • Domestic and medium scale wind turbine designed for Australian conditions • Product manufactured in 1.5m, 1.65kW domestic design, 5.5m, 20kW commercial/ wind farm design and plans for 2MW large scale design • Test cases meet DA requirements of local councils for noise and over-shadow • Coupled with approved grid connected inverter for immediate return on investment for customers • Meets requirements of Renewable Energy Certificates (REC’s) for trading in the national market or assignment to energy retailers for further revenue (this scheme replaces the national solar rebate scheme)

Key Investment Highlights • Established customer base with pre-sales marketing producing 1500 expressions of interest including deposits for the 1.5m turbines • First customer contract for purchase and installation of four 5.5m turbines is in place with manufacture under way and site construction beginning in March 2009 • 150 agent network nationwide network infrastructure established • Based in Brisbane with manufacturing partners in SA, QLD and China • Global renewable energy grew at rates of 15-30 per cent annually for many technologies during the period 02 – 06. • In 2007, $US100 billion was invested in new renewable energy capacity, manufacturing plans and research and development

Dip. App. Science (Electrical Engineer), FAIM. Extensive experience in electricity supply in high level executive positions and in construction and government positions. Mr. W. Brazier - Director BE (Electrical Power) QIT, ME UQ, Cert Mgt. Deakin, F IEAust. Extensive experience in grid and remote area power systems. Mr. John M. Glass - Director Marketing and financial systems expert . Mr. Dennis J. Fahey - Director

Corporate Structure:

Allmine Group Limited is an unlisted public Successful builder and grazier. company with a spread of shareholders who Mr Edward Pearse - Director have entered the group at various stages over the past two years. B. Law (Uni. of Auckland) 1994, B. Business Studies (Massey Uni.)

Corporate Structure Hush Wind Power Limited is a public unlisted company. Shares for capital raising have been made available as part of the company development plan and are ready for allocation to investors. Further details provided in the Information Memorandum.

Exit Strategy Board aims to list Hush Wind Power Limited on an appropriate exchange within 2 to 4 years.

Further Information: To enquire or download an Information Memorandum, go to

www.wholesaleinvestor.com.au click on View Investment Opportunities and search for Hush Wind Power Limited.

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Company Name Sector Yr established Business stage Location Opportunity

Global Emissions Management Solutions Ltd Climate Change Management and Reporting 2008 Early stage / Expansion Perth & Sydney, Australia Capital Raising / Licensing

Executive Summary In much the same way Companies have to submit tax returns; over 90% of Companies on the Australian sharemarket will shortly have to file their carbon emissions returns. For the majority of Companies and Consultants in Australia this type of accounting and reporting is new and complex. So new that Australia has a severe skills shortage and an insufficient level of skilled people in this area and it is expected to worsen in coming years. GEMS with it’s eco-accounting expertise, services, and the professional software solutions is well placed to thrive in this new and exciting market.

Competitive Advantages • GEMS provides everything a client needs to account for and report their emissions – software, training, and consultants • GEMS has the advantage of being a global solution that can be used in Australia and countries around the world for local and global reporting and carbon trading accounting • GEMS services provides experts in emissions accounting to work with clients something software companies do not • GEMS software is a complete enterprise level stand-alone solution that works across multiple software platforms • Unlike other software GEMS software is ready-to-go NO further customisation, development, or maintenance is required • GEMS offers its clients much more than a compliance reporting solution. GEMS assists clients to reduce operating costs and emissions, and in improving efficiency and performance

Board & Management: Gerry Magee – CEO. Gerry is a leading expert in Energy and Emissions consulting and reporting. He has 18 years experience in this field and has extensive experience in developing energy and emissions accounting and reporting systems. Mr. Ken Au Non- Executive Director. Ken has extensive experience in software development and as a business analyst. Ken advises on software development, the latest technologies, and business developments. Mr. Edward (Quintin) George, Non- Executive Director. Quintin’s expertise in training is important in working with companies to engage in new greener business practices. The company is seeking new board members with expertise in licensing, business development, and other key areas.

Corporate Structure GEMS is an unlisted public company. Corporate Structure:

Allmine Group Limited is an unlisted public company with a spread of shareholders who have entered the group at various stages over the past two years. Clear Exit Strategy of a trade sale to a major

Exit Strategy

player within 18-36 months to provide very profitable returns in a short period of time. The shortage of skills and business systems in this area means GEMS is ideally suited to being purchased by a larger company looking to expand their offering to their existing networks and beyond.

Key Investments • Competitive advantage in new industry sector - GEMS has the expertise and the software the market and competitor’s lack. • Cash flow positive within 1 year • Highly scalable with a high degree of leverage - Large global market - very few players in the market • Massive Global Market Opportunity as the market is growing intensely. The Australian market alone will be worth an estimated $250 Million plus per year within 3-5 years • Normal accounting software is unsuitable – GEMS fills the need • GEMS solutions are available to and through a network of strategic partners – including consultants and accountants • Recession proof market – reporting is mandatory under several federal government acts of legislation. So companies caught in the reporting dragnet must report or face penalties

Further Information: To enquire or download an Information Memorandum, go to

www.wholesaleinvestor.com.au click on “View Investment Opportunities” and view Global Emissions Management Solutions Ltd

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Company Name Sector Yr established Business stage Location Opportunity

Wieland Helicopter Technologies Technology/Aviation 2006 Manufacture/development Bella Vista, NSW Capital Raising

Executive Summary Wieland Helicopter Technologies Limited (WHT) has been formed to commercialise special, coaxial rotor system helicopter technology. The company will harness this technology. WHT will design, develop, manufacture, market and distribute a revolutionary range of new easy-to-fly helicopters. The company is developing a five seat turbine and smaller format piston helicopter. The technology contained in these new models is very exciting and sets these helicopters apart from traditional helicopters. WHT helicopters are physically and functionally different to other helicopters. They offer considerable advantages over traditional models. The absence of a tail rotor with the inclusion of coaxial main rotors makes these craft more stable, more manoeuvrable, quieter and safer.

Board & Management: Peter Wieland - Chairman Peter operates 10 successful aviation companies making the Wieland Group one of the largest aircraft companies operating all over Australia Jonathan de Jong - Director Jonathan was one of two founding directors of Fantastic Furniture Limited. The company was taken from a good idea to the ASX listed company it is today Sean Herbert - Director Sean started Skylark Promotions building it into the largest aerial advertising company in the world. Products included Skydiving, Motor Para gliding, hot air balloons, planes, helicopters. Sean developed the HOBS (Helicopter Overland Banner System) Mark Stothard - Director In 2003 Mark joined the founding Director, Craig Howson of North Star Cruises Australia and shortly after wrote the business plan to build the new 50m True North. North Star Cruises Australia is now the most awarded and successful cruise company in Australia

The coaxial rotor system has greater lift and is much more efficient than traditional helicopters. It provides a better power to weight ratio. Running costs are significantly lower. Pilot training is much simpler and therefore takes a lot less time and money to complete.

Corporate Structure

Competitive Advantages

Wieland Helicopter Technologies is an unlisted public company. Looking to raise a further $3.8 million.

• Will provide superior value for money compared to competitor’s aircraft. • Are easier to fly, simpler and cheaper to license. • Are inherently safer and more stable. • Have fast pilot transition.

Exit Strategy The company intends to list on a suitable exchange at an appropriate time.

• Require reduced maintenance. • Have a longer lifecycle. • Training times are less for the Coax 412 and Coax 415, so more pilots will be willing to train and cross-train on WHT helicopters

Key Investments • Flying prototypes already developed & tested • Large established industry • World market (small format) currently 3000 units pa $1.8 billion

Further Information:

• Customers are looking for an alternative to Robinson Helicopters

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

• Current industry knowledge and participation

www.wholesaleinvestor.com.au

• Technology has been tested for over 50 years • Most stable format in the world (Safety)

click on View Investment opportunities and search for Coax Helicopters.

• Looking to develop the world’s first Hydrogen/Electric Helicopter

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LANKEYS CREEK WINES

Company Name Sector Yr established Business stage Location Opportunity

Lankeys Creek Wines Pty Ltd Wine 2002 Expansion Victoria, Australia Capital Raising

Board & Management: Robert Thompson – Lankeys Creek Wines CEO Robert has many years of management experience in both the public and private sector. Stephen Thompson – Director and Winemaker Steve has eight years experience in the industry, has a small vineyard and is a sought after winemaker. John Woodhouse – Director

Executive Summary Join an award winning team in a great location all secured by property and with potential ROI of up to 30%. We are a four star boutique winery located in a pristine area of North East Victoria. Through good management we have survived the difficult times of the past five years, taking our time to investigate the potential of a vineyard that we lease and establish a viable long term plan. We are seeking capital to enable us to exercise a purchase option on the vineyard and to expand our winemaking facilities to enable full value adding on site.

Competitive Advantages • Location – first vineyard to be established in this area with potential to establish a new wine region centered on our business. • Location – within easy reach of many major population centers and one hour to the snowfields. • Location – pristine river valley with a great climate. • Water – own bore with a 60 megalitre license in a high rainfall environment.

John has his own micro wine business and vineyard and has many years experience developing new business opportunities. Gregory Thompson – Director A retired school principal Greg also is part owner of a small vineyard.

Share Capital Structure Lankeys Creek Wines is a Proprietary Limited company with 330,000 shares issued to six directors

Exit Strategy Corporate Structure:

Allmine Group Limited is an unlisted public This is a long term investment proposition with company with a spread of shareholders who a three to five year development time line. Once have entered the group at various stages over fully operational our market position and growth the past two years. potential will make us an attractive acquisition target.

• Current investors have industry knowledge, expertise and a commitment to growing the opportunity. • Manufacturing edge over competitors – we can crush small grape batches and have an established client base. • Award winning four star winery.

Key Investment Highlights • Highly regarded winemaker and management team on the ground. • Business ready to capitalize on four years of research and six years of steady operation in a very difficult environment. • Investment secured by property. • Asset value well below start up cost. • ROI potential up to 30% in three to five year time frame excluding growth in asset value.

Further Information:

• Investment over a three to five year period to match recovery within the industry.

To enquire or download an Information Memorandum, go to

• Projected cash flow positive with investment to match market penetration.

www.wholesaleinvestor.com.au click on View Investment Opportunities and search for Lankeys Creek Wines.

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Company Name Sector Yr established Business stage Location Opportunity

Dutton International Holdings Limited Media Publishing 2004 Expansion Melbourne, Australia Capital Raising / License Sales

Board & Management: James Dutton CEO James’s slick collision of knowledge, experience, inspiration and a deep desire to spotlight the experiences and companies that are reinvigorating the life of luxury, this has seen James achieve the a status of duttondirect.com to become an internationally recognised and respected superluxe company. Jeff Dutton COO

Executive Summary For over four generations, Dutton has served as the definitive authority on connoisseurship for affluent consumers’ worldwide. Unlike any other, duttondirect.com in its fifth year not only showcases the products and services available from the most prestigious luxury brands around the globe, but it also provides its sophisticated readership with detailed insight into a range of luxury subjects, which include prestige, classic, race four and two wheeled automobiles, yachts, property, travel, private aircraft, fashion, fine jewelry and watches, art, wine, state-of-the-art home electronics, and much more. For connoisseurs seeking the very best that life has to offer, duttondirect.com remains the essential luxury resource. A new online commissionable system allows a percentage of sale results alongside a listing fee.

Competitive Advantages

• • • • • • • • • •

Name Technology Income Profile Listings News LTD Direct TV Banners

- - - - - - - - - -

98 Year old trading name latest state of the art .net Multiple income streams Business Profile (Micro Sites) Concise Luxury Classifieds Daily news media Commissionable sales arena d-News Direct ilc.tv streaming rich media content Branded media

Investment Highlights

• • • • • • • • • • •

Web Based license software and system Compile data for outcome auditing - self Vs craft Five years worth of development International license ready Latest technology Proven model Minimal overhead license expansion URL technology anywhere in the world publishable Scalable model Commissionable sales Licensable trading name

Over 30 years experience of senior management in the automotive industry, Jeff is responsible for direction and brand placement. To oversee the running’s of the whole operation and to enhance the brand identity supporting the family identity. Matthew Murphy (Virtual CFO) Matthew is a Certified Practicing Accountant with over 15 years experience in Business, Accounting and Taxation Advisory services.

Corporate Structure Corporate Structure: Dutton International Holdings LIMITED is Allmine Group Limited is anThe unlisted public an unlisted public company. founding company with a spread of shareholders shareholders currently owning approx 84%.who have entered the group all at being various stages over Approx 21 shareholders, private the past two investors, ownyears. 16%. New shares will be issued for the capital raised.

Exit The directors of Dutton International Holdings LIMITED envisage several possible mechanisms that will enable investors to exit simply and profitably. The preferred mechanisms are an IPO (Initial Public Offering), or trade sale. A realistic time frame to list the Company on a secondary or primary stock exchange would be within 3-5 years.

Further Information: To enquire or download an Information Memorandum, go to

www.wholesaleinvestor.com.au click on View Investment Opportunities and search for Dutton International Holdings Limited.

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Company Name Sector Yr established Business stage Location Opportunity

Australian Affordable Housing Real Estate 2008 Early Stage Gold Coast, Australia Capital Raising

Executive Summary Australian Affordable Housing (AAH) was formed to address the current housing affordability crisis in Australia. The company has an affordable housing model that is being developed into a business that has national expansion scalability through established strategic alliances. Most importantly, AAH is operating in an asset class where government is investing. Government is also encouraging private equity investment to provide solutions to both home ownership and rental issues.

Competitive Advantages • Government backed and industry sector • Innovative and unique business model

Board & Management: Mark Moroney - Managing Director Mark is the founder of the AAH and is a well respected builder and developer in the Gold Coast and Toowoomba regions. David Eadie - Business Development Manager David is the former CEO of a private construction company in NSW and has 29 years experience in architecture, construction and project marketing. Ross Honeyman - Product Development and Administration Manager Ross has held many senior executive positions within both private and public enterprise within the financial services industry in a career that spans some 30 years.

Corporate Structure Australian Affordable Housing is a private company with shares held by the founder.

Exit Strategy Australian Affordable Housing will be sufficiently established, profitable and growing within the next 3 to 5 years to list on a public exchange.

• Experienced Management team • Product demand significantly higher than supply • Continued supply shortage to drive prices higher

Key Investment Highlights • Potential returns up to 25% • Scalable business opportunity • Negatively correlated asset class to the ASX • High long term future growth potential driven by significant population increase forecasts • Strong branding (trade mark pending) • Unique marketing strategy

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 Australian Affordable Housing

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Company Name Sector Yr established Business stage Location Opportunity

Eco Village Resort Developments Limited Property / Eco Development 2008 Early stage Wauhope, NSW Australia Capital Raising

Board & Management: Bruce Tustin Founder and Head of Market Development with Oasis Asset Management Limited ( Oasis), Sydney Australia. Oasis is the most successful financial platform in Australia, and was acquired by INGA in 2006. Peter Watson Founder Jaze Pty Limited (Jaze) which is one of Australia’s leading website developers.

Executive Summary Eco Village Resort Developments is an Australian company that operates within the rapidly growing “wellness” industry. EVRD’s business comprises four operating units: Yoga Studio & web based Yoga Training Operations including a network of 300 yoga studios throughout Australia. These will act as a distribution outlet for two other business units being a Yoga Retreat / Health Spa established on a 6000 acre rural property in NSW Australia, and an Eco Village development operated on the same property. The fourth unit will be organic farming on the same property. A major value proposition this business offers is its ability to convert low value rural land ($600 / acre) into high value building sites ( $250,000 / acre) via the establishment of Eco Villages on the property.

Competitive Advantages • Strong distribution strategy, access to global market via web business unit, and access to a network of over 300 yoga studios throughout Australia & national Eco Tour business • Main trading activities are established profitable businesses • Four diverse profit centers mitigates business risk • Each profit center complements the other

Philip Goodwin Founded Body Mind Life yoga studios in Sydney. BML is the largest yoga studio in Sydney and is associated with the network www.findyoga.com.au Ralph Clissold Founded Australian Wilderness Tours - also owns a 3000 acre rural property that has been leased to EVRD as part of the Eco Village development in NSW Australia

Corporate Structure Eco Village ResortStructure: Developments Limited Corporate is an unlisted company. Allmine Grouppublic Limited is an unlisted public company with a spread of shareholders who have entered the group at various stages over the past two years.

Exit

The company aims to achieve a public listing within approximately five years.

• Accessing the global wellness industry that is experiencing a strong growth phase • Major source of revenue & business value is the sale of interests in a unique rural Retreat/Health Spa & Eco Village property that offers significant profit potential given low cost base for land content • Support of local Council who approve development applications

Investment Highlights • Provides exposure to high growth wellness sector, including rapidly growing yoga market & demand for eco/ self sustainable property development • Has consolidated & secured a unique 6000 acre rural property with substantial existing infrastructure, water licences, and direct highway access • Development of a web based global market for yoga training and studio management tools is already well advanced & will provide significant revenue & deliver clients to the resort. • Two of the business units are already well established and profitable, being yoga studios & eco tourism • Pre launch market research indicates strong demand for land package

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 Eco Village Resorts Developments.

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Company Name Sector Yr established Business stage Location Opportunity

Southern Fisher Tackle Pty Ltd Sport and Recreation 2007 Early stage / Expansion Queanbeyan, NSW Capital Raising

Board & Management: Cris Andrei – Director 17 years career spanning from technical skills in electronics field to technical team management, project management (resource, planning and financial), product development, and enterprise level IT architectural design. Business IT analysis and security consultancy. Paul Sventek – Director

Executive Summary Southern Fisher Tackle is a manufacturing and wholesale company of fishing tackle and fishing accessories. We are sole Australian manufacturers of soft plastic lures. We import and distribute a range of high quality IGFA (International Game Fishing Association) class game fishing rods build to our custom specifications. We have started a new era in the fishing tackle industry in Australia by manufacturing soft plastic lures locally. We will manufacture several types of innovative soft plastic lures made from environmentally friendly materials. Ultimately, as the business develops our strategy is to manufacture a number of fishing tackle products here in Australia.

16 years management experience in the construction industry, (6 years onsite management, 5 years resources manager up to 50 staff, 5 years of infrastructure project management experience dealing with contractors, government entities and human resources.

Corporate Structure Southern Fisher Pty Ltd is a private company

Exit Strategy

Competitive Advantages

• Exit strategy offered as buyout of investor based on external business valuation

• Sole Australian manufacturer of products and unique position to leverage rapidly shifting Australian sentiment towards local made products • Superior quality products – real value for money, with unequalled service and after sales support – locally controlled product output • The only company that is capable to respond quickly to changing and seasonal market changes and demands, due to local manufacture • Southern Fisher innovative product designs and patent- further products in development stage • New marketing and sales concept to expand our market into market areas not considered by competitors and capture sales • Very successful limited market product release • Industry and market section is recession proof • Development of sustainable biodegradable technologies – leveraging growing market demands

• 3-5 year exit option

Key Investment Highlights • Australian retail tackle industry in worth approximately $1.1 billion annually: growth is at approximately 14-15% - Roy Morgan Research • Identified very large potential key market opportunity, currently not serviced by any distributors or competitors • Australian made products are gaining a very significant market increase, due to current economic conditions and consumer sentiment • Local manufacturing systems – stringent control on quality, output and ability to respond immediately (2 days) to market changes and demands (competitors require at least 12 weeks) • Demand for our products currently exceeding supply • Growth to capture 8% local market by year five, followed by international expansion with very unique standout products already in design phase • Investor option offer of passive or active involvement in business

Further Information: To enquire or download an Information Memorandum, go to

www.wholesaleinvestor.com.au click on View Investment Opportunities and search for Southern Fisher Tackle Pty Ltd

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Company Name Sector Yr established Business stage Location Opportunity

Cosmetic Choice Limited Advertising & Marketing, IT 2005 Early Stage, Expansion Melbourne , Australia Capital Raising/trade sale

Board & Management: Mathew Jafarzadeh (CEO) holds a Bachelor of Dental Surgery and is a registered and qualified laser clinician, Vice president of Australian Institute of Laser Therapy (AILT - 2004), Member of Australian Medical Clinical Laser Association (AMCLA), World Association for Laser Therapy (WALT) and (APAA). Dr Michael Zacharia (MBBS, FRACS, FAAFPS, FACCS)

Executive Summary Cosmetic Choice®™ is Australia’s first health, wellness and beauty portal offering a complete communication and education solution for consumers, practitioners and associations. Cosmetic Choice ™ fills the gaps between consumers, practitioners and associations via a sophisticated web portal which delivers tailored information to each group meeting their specific needs. ®

The Australian alternate health industry alone is valued at AU$3 billion per annum while the global cosmetics and beauty industry is valued at $800 billion per annum. Both have grown steadily in the past 10 years with the cosmetics and beauty industry experiencing 80% per year on this time.

Competitive Advantages:

• A one-stop consumer shopping point for all beauty related requirements • Direct click thru to Treatment Provider’s sites • Direct contact with Treatment Providers via email • On-line Discussion Forum about beauty related issues • Latest News and information for consumers • Able to contact Providers via email immediately and online booking facility • For the first time in online history, there will be an opportunity for service providers to connect, consult and discuss issues with other consumers via live chatting and net meeting via webcam which will be available soon. • Up-to-date Information on latest procedures , techniques, rating, prices

is a specialist Ear, Nose and Throat (ENT) and Facial Plastic surgeon, known for his experience in facial rejuvenation. Dr Zacharia was elected as a president of Australian Cosmetic Surgery in 2007 and Anti-aging medicine (A5)in 2008. Mr. Peter De Lorenzo, Non-Executive Director of Information and Technology at Cosmetic Choice®™. He is also Founding Director of UnityHealth Pty Ltd, www.unityhealth.com.au, and owner of the leading medical industry website in Australia and New Zealand.

Share Capital Structure: Year 2009 Corporate Structure:

Allmine Group Limited is an unlisted public Cosmetics Choice Limitedofisshareholders an unlisted public company with a spread who company. have entered the group at various stages over the past two years.

Exit Strategy

As an Unlisted Public Company, shares can be bought and sold through the Company’s share register. A shareholder may transfer by proper transfer or in writing (in any form authorised by the Corporations Act 2001) or in any other form that the Directors may approve.

Investment Highlights:

• Alternate health industry is a $3 Billion per annum industry and growing • Industry growth over the last 10 years has been 80% per year • This market has over 120,000 service providers • 74% rises in consumer online searches for practitioners in health, wellbeing and beauty categories • Cosmetics Choice will seek to license their information platform to developing markets and countries, creating multiple revenue streams throughout the world • Cross branding with up to 12 industry associations’ (via web links) for consumers and practitioners • 1% of Australians (200,000) unique site visits monthly, linking .25% of site visits to practitioners p.mth (500) • 30 leading product advertisers via exclusive banner ads to practitioners OR consumers • Over $500k has already been invested into development • Over 18 countries domain names have been reserved for world wide licensing and expansion purposes for an average of $2Mil per license.

Further Information To enquire or download an Information Memorandum, go to

www.wholesaleinvestor.com.au click on View Investment Opportunities and search for Cosmetic Choice

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Company Name Sector Yr established Business stage Location Opportunity

ICN Health Healthcare and IT 2005 Expansion Sydney, Australia Capital Raising / Strategic Partner

Executive Summary ICN Health is first-to-market with a secure, web-based information exchange and communication Platform, achieved in partnership with a consortium of forward thinking Health and Community Care Agencies called Care Communication Network (CCN). The purpose of the system is to improve the efficiency of service delivery in the aged, disability/community health sector through improved communication and knowledge sharing amongst Health and Community Service Providers. The benefits of the platform are significantly reduced cost of service delivery which means more services delivered per dollar and better health outcomes.

Competitive Advantages • Market ready solution with key Community and Health players already engaged • The Platform offers immediate savings in a $10 billion per annum sector and dramatic cost efficiencies can be demonstrated • Able to track a person at every stage of their care across every sector and facility • Reduces hospital admissions through hospital avoidance • Designed by key frontline staff in Community and Health to address all the key issues to improving service delivery efficiency in the Community • Unique, decentralised architecture enables data ownership, consent, privacy and up to date information

Key Investment Highlights

Board & Management: Stephen Hobbs : General Manager Over 30 years experience in Healthcare in Europe, Asia Pacific and Australia. His expertise spans strategic planning and implementation, business development, marketing and clinical research. Alan Beasley : Chairman Over 30 years experience in Investment Management spanning equities and portfolio management for institutional investors. Alan is the founding MD of Ascend Asset Management which with its principals has assisted capital raisings in excess of $50m. Barry Dawes : Director Barry has over 30 years experience in financial and commodity markets and senior executive roles in investment banks. Barry has particular expertise in Placements, Initial Public Offerings and Rights Issues. John Webster : Director John has over 30 years experience in running very successful businesses across retail, aeronautics and tourism in Australia. John strengths are in successful business outcomes, strategic thinking, investment experience, process implementation and management.

Corporate Structure ICN Health is a public unlisted company with four directors.

Exit Strategy ICN Health is seeking a strategic investment and it is our intention to proceed to a public listing at the appropriate time.

• First-to-market: 5 years development & $4m has produced a robust, working platform • Scope: The only system that spans every care and service sector • Commitment: Key cross section of the most important, high value agencies committed already • Return on Investment: Better return on healthcare dollars spent provides a convincing value proposition to front line staff, key decision makers and government • Integrated: Complementary and adds value to existing and planned government programs

Further Information:

• Scalable: Expandable across Australia and other health sectors

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 ICN Health.

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Company Name Sector Yr established Business stage Location Opportunity

Flip Screen Australia Pty Limited Manufacturing - Equipment attachments 2004 Expansion Wagga Wagga NSW, Australia Capital Raising

Executive Summary Flip Screen Australia Pty Ltd, is an award winning business with proven and innovative patented products. The business specialises in the manufacturing and distribution of the “Flip Screen” technology, a revolutionary screening and recycling attachment built for skid steers, excavators, wheel loaders, backhoes and telehandlers. The product has substantial use in the construction, development, landscaping and recycling industries, with inroads being made into the mining area. The Flip Screen product is currently exported to five countries. The company has received numerous awards for its innovation, including the ABC TV’s The New Inventor show award and the 2008 “Cool Company” award for Innovation from Australian Anthill business magazine.

Competitive Advantages: • Unique patented product range • Cost savings from reduced haulage costs and tip fees • Reduced need for importing clean fill and other raw materials • Increased operational efficiency from fast screening rate, no spillage and product portability • Each product can screen multiple sizes using simple interchangeable meshes • Generates new revenue opportunities from the salvage of saleable materials • Environmental benefits through landfill reduction, fuel emissions reduction, and resource recycling • Extremely strong and robust product design

Board & Management: Sam Turnbull: Managing Director & Founder 25 years experience running successful enterprises in the excavation, demolition & agricultural industries. Daniel Paton: General Manager Bachelor of Business (Economics) with over 9 years senior management experience in the food, automotive, optics, timber & heavy machinery industries. Brian Tennant: Operations Manager Over 25 years experience of senior management in technology & automotive manufacturing companies. Melissa Winson: Finance Manager Bachelor of Business (International Business Mngt), Bachelor of Information Technology and Master of Accounting with over 5 years experience in business & financial management.

Corporate Structure Flip Screen Australia Pty Limited is a private Corporate company, with theStructure: founder currently owning Allmine84%. Group Limited is an unlisted public approx Other shareholders are private company New with shares a spread investors. willof beshareholders issued for thewho have entered capital raised. the group at various stages over the past two years.

Exit Strategy The management team is looking to strongly grow Flip Screen, with a view to selling or floating the business in 4 to 5 years. A sale of the business is more likely to occur and purchasers could include private equity or trade buyers (eg equipment distributors, hire companies, mining service companies, etc.).

• Products available for a wide range of uses and machine sizes • No shaking/vibrating which increases the life of the carrier equipment

Key Investment Highlights: • Strong, proven award winning product that is well recognised • Exceptional growth performance and potential • Innovative, solution driven company with a strong product pipeline • Significant domestic and export growth potential • The company services diverse industries that need to sort or recycle materials reducing reliance on individual industries • Provides significant environmental benefits and cost savings by reducing waste disposal and enabling the recycling/sale of raw materials • Unique patented product range

Further Information To learn more about this opportunity, including downloading an overview document, go to

www.wholesaleinvestor.com.au click on View Investment Opportunities and search for Flip Screen.

• Strong management team

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Company Name Sector Yr established Business stage Location Opportunity

GlassesOnline Internet – retail 2006 Early stage / Expansion Sydney, Australia Capital Raising

Board & Management: Kevin Reece – Managing Director GlassesOnline is managed by Kevin Reece, the founder and Managing Director. Kevin has over 10 years experience in the IT industry and was previously with a large international research and consulting firm, assisting the marketing teams of IT service providers. GlassesOnline is currently assembling a Board of Directors.

Executive Summary

Corporate Structure:

GlassesOnline sells prescription glasses over the internet at 70% less than the retail store price. Customers are able to buy complete glasses starting at $65, including frame and lenses made to their prescription, compared to the average in-store price of over $300. Customers simply use a copy of their prescription, which they are entitled to receive from their optometrist, to order online or over the phone. Without the high costs associated with retail premises, a significant reduction in pricing can be achieved online.

Visionary Eyewear Pty Ltd (trading as GlassesOnline.com.au) is a privately held company.

GlassesOnline’s innovative business model has been featured on Today Tonight, A Current Affair, AFR and BRW among others.

Competitive Advantages: • Significant price advantage over traditional optical providers • Established and proven business with over 5,000 pairs of glasses sold to date

New shares will be issued as capital is raised, details of which can found in the Information Memorandum

Exit Strategy It is expected that the business will be exited within 3-5 years via a trade sale. Likely suitors include optical groups and non-optical retail companies.

• Brand positioning established through extensive media coverage • An essential product priced at 70% less, coupled with high service levels, creates a compelling proposition and vocal customers • Price level enables multiple and more frequent purchases, for example, pairs for different occasions and spare pairs • Convenience of quick online ordering and home delivery

Key Investment Highlights: • Proven and scalable model • Large target market: 11 million Australians wear glasses and buy over 4.5m pairs each year. Annual market value of over $1.2bn • Significant opportunity to replicate the success of the UK and US online models • High margins despite lower price level • Growth model based on current customer data including cost per acquisition, customer value per year and referral rates • Opportunities to expand eyewear offerings under the brand • Capital sought for customer acquisition: to take the model to a larger audience through marketing • Attractive returns in 3-5 year timeframe

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

www.wholesaleinvestor.com.au click on View Investment Opportunities and search for GlassesOnline

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Asset Governance (International) Company Name Sector Yr established Business stage Location Opportunity

I-Mage Z Pty Limited (t/a Asset Governance (International) Services IMageZ – 1998, AGINT – 2005 Seed / Early stage Management - Sydney, Australia; Services - International Capital Raising

Executive Summary

Board & Management: Cliff Wise With extensive experience in Fixed Assets, Project Accounting and Commercial activities, Cliff has had in-depth know-how in managing assets in the telecommunications and energy utility industries, in addition to manufacturing and FMCG. Through this experience Cliff has seen how the treatment and application of assets can determine the success or failure of an organisation. Steve Schwarz

The Web-based Asset Register will be available to an international audience: Business Services, however, will be initially defined for the Australian market only.

With academic qualifications extending to Master’s degrees in International Commercial Law and Business Administration, and a postgraduate qualification in Management, Steve has over 20 years’ experience with asset management in the maritime, aerospace, utilities and telecommunications industries across both the public and private sectors, in consideration of the optimisation of efficiency and effectiveness of organisational assets.

Competitive Advantages

Corporate Structure

AGINT is establishing a marketable physical-asset management capability that is applicable not only to business but also the individual consumer. The concept will utilise a common base (electronic Asset Register) to service both market segments, and will allow asset management by AGINT staff or the retail user. On the back of the register AGINT will formulate a suite of complimentary services and products aimed primarily at corporate customers but with some application in the consumer sector.

• Services will be priced to attract and retain customers • AGINT will offer experts in the field of Physical Asset Management (PAM) • Continuous value-adding services will be offered at no extra cost • Customers will be empowered to manage their own datasets • 24x7 access to AGINT principals and senior staff • AGINT will provide PAM services across all sectors • AGINT services will consider ALL aspects of PAM (not simply device count) • There are no providers of services akin to those offered by AGINT • The Register service will be Web-based, and will be backed up off-site

Corporate Structure: AGINT is a Proprietary Limited company: It is

Allmine Limited an unlisted public intendedGroup that 50% of theisshares are held by the company with a spread of shareholders who company or investor/s with the remaining 50% have entered the group at various stages over held by the Principals. the past two years.

Exit Strategy The investment proposal is factored over two tranches, minimising initial risk. After this, the intention is that the investor will remain for at least five years or until public listing: The Principals project a conservative five-year cumulative cashflow of $5.1m.

Key Investment Highlights • Services will be priced to attract and retain customers • AGINT will offer experts in the field of Physical Asset Management (PAM) • Continuous value-adding services will be offered at no extra cost • Customers will be empowered to manage their own datasets • 24x7 access to AGINT principals and senior staff • AGINT will provide PAM services across all sectors • AGINT services will consider ALL aspects of PAM (not simply device count) • There are no providers of services akin to those offered by AGINT • The Register service will be Web-based, and will be backed up off-site

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

www.wholesaleinvestor.com.au click on View Investment Opportunities and search for Asset Governance International

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Company Name Sector Yr established Business stage Location Opportunity

The Equisent Group Health Care / Aged Care / Retirement 2006 Expansion Melbourne, Australia Capital Raising

Board & Management: Hiram Ng – CEO Equisent Group With experience in international management consulting, Hiram brings corporate and entrepreneurial skills to the board. Hiram also was the CEO of a property development company and has extensive experience in commercial construction projects. Hiram holds a Masters in Engineering and is a member of the Australian Institute of Company Directors.

Anne Warren – Executive General Manager Equisent Aged Care

Executive Summary The Equisent Group is a vertically integrated group of companies that builds, develops, constructs, and operates aged care facilities and retirement villages. The aged care and retirement sector in Australia is a Billion dollar industry facing unprecedented demand and supply shortages, and is at the edge of major reform. The top 5 market players combined hold less than 39% of total market share. The remaining 61% of the market is owned by small business owners with no corporate sophistication and non-profits looking to move out to focus on their core areas. This area is ripe for consolidation and M&A deals abound. The Equisent Group is a refreshing young corporate that brings professional systems, processes, standards and corporate structure to a slowly awakening “cottage industry” giant facing major change over the next 10 years. The rapidly retiring baby boomer generation (65+) is set to double within the next 30 years. This fact has not been lost on Macquarie Bank, Stockland Group, and Lend Lease, each of whom has recently made significant investments in this traditionally overlooked sector. The Equisent Group is ready to take the next leap forward.

Competitive Advantages • Strong and effective executive leadership with international corporate consulting experience and years of senior health management experience. • Vertically integrated company with long term experience in property development, commercial construction, health management and regulatory framework. • Based on a Develop, Construct, Own and Operate business model which will generate solid assets and significant value creation. Not a franchise based model. No third party developers or consultants – removing inefficiencies in the supply chain.

Anne has over 40 years experience in the health and medical industry, including aged care, general management, consulting and advisory capacities to many prestigious health management organizations. Anne holds double degrees in social science and behavioural sciences from Monash University.

Lewis O’Brien – Director & Chairman Equisent Finance Lewis brings a distinguished legal background to the Group. Previous experience at top tier law firm Freehills, and then Herbert Geer & Rundle Lawyers working in various legal capacities, Lewis is very well qualified to attend to all legal, corporate, and regulatory requirements. Lewis holds a Law Degree and an MBA from Melbourne University.

Corporate Structure:

Allmine Group Limited is an unlisted public Corporate Structure company with a spread of shareholders who have entered the group at various stages over

The Equisent Group is currently a privately owned group the past two years. of companies with a structure in place to migrate to an unlisted public company.

Exit Strategy Equisent’s strategy is 50% organic growth, and 50% M&A fueled growth, with eventual public listing in 5 to 7 years. The company would also consider a future trade sale if deemed appropriate.

• Strong momentum, deal flow, and acquisition targets ready. • Currently profitable with high demand for services, standards of health care second to none.

Key Investments • Established business structure looking to take the next step – not a start-up. • Currently profitable with 2 established aged care facilities and a 3rd facility construction about to commence. • Solid investment multiples. • Pipeline of acquisitions ready to go – just waiting on Private Equity to turn into reality • Massive demand for services over next 10 years. • Seeking secured capital line to be able to close rewarding market opportunities and create value.

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

www.wholesaleinvestor.com.au click on View Investment Opportunities and search for The Equisent Group

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Leaping

The Pond

By Michael Gale – CEO of Gramercy Venture Advisors

need to provide equity upside for local partners versus giving up control of revenues and markets in ways that are hard to undo later. Additionally in many territories there are regulatory requirements that can be difficult to navigate. Increasingly there is an opportunity and a need to raise capital in overseas markets, to enable sufficient resources to be deployed without retarding e performance of the parent company. Traditionally the source of this off-balance sheet funding has been distribution partners but often the market control this provides the local partner is excessive given the need to incorporate global revenues and customer account control as the business grows and seeks an exit or listing. Often it is necessary to have three partners; the company, a local distributor and non-aligned The increasing globalization of markets and the evolution of different markets as key standard setters make an international footprint critical for many companies. Many companies talk about being “born global” but the practicalities are quite challenging for small under-resourced high

financial investors. It is important to develop a functional local entity that can give long term product access to the distributor, a defined exit (usually via “roll-up” into the parent) for the investors and acceleration for the vendor.

growth companies. China is the world’s biggest market for mobile phones

One avenue of approach that is much simpler than setting up partnerships

and has the world’s largest online population but it’s not so easy to have

and getting the exit clauses right in advance is to simply acquire a

a viable business there to back up a “China story.” Japan imports 55%

distributor or competitor in the target market. Japanese companies have

of its food. In Cambodia 50% of the population are under 21. Germany is

always been good at this approach but very few Australian companies

a leading exporter to South America of precursor chemicals for cocaine

take advantage of this strategy. One obvious reason is relative scale. If

processors. The majority of revenue associated with cricket these days

I am the number one maker of sausage machine software in Australia I

comes from India and it leads in outsourced software development.

might be a $10m business. When I find that perfect partner in the US they

Whatever industry you’re in the chances are that to gain scale you need

are a $200m business so not much shot at me acquiring them is there?

to make an impact in a market that’s not Australia.

Not necessarily so. If they are underperforming and your product will give them a new differentiation or better quality, higher margins and/or

Not only that but if you study the valuations achieved by liquidity events

lower costs you may be surprised at how much easier it is for you to raise

such as IPOs or the prices paid in trade sales the best multiples are

capital from investors both in the local market and at home. As a general

normally found in the US and the bulk of trade sale buyers are still

rule I find it much much easier to raise money for growth by acquisition

American, European or Japanese with China moving up the ranks

than almost any other growth story because you are instantly creating

smartly. Hard to get on a buyer’s radar however if you’re not active in

revenue and accretive earnings.

their territory.

Another nice thing about starting the approach to a market by going in

Companies do not always have the bandwidth, experience or contacts to generate high value business in markets like the US or China. Hence the need to seek out talented local partners. Seeking them out is the

as a buyer is that even if you don’t end up buying you learn a great deal about the market form the companies you look at for acquisition and from the advisory firm that takes you round the market.

key. Almost by definitions the ones that find you won’t be the dominant

Michael will be holding a free seminar “Leaping the pond - How

players with the best channels and market access. Those top entities

to get your company international ready and assessing the risk”.

are busy serving their entrenched market and you have to identify them

For enquiries please contact jmckenzie@gramercyventures.com

and go to them and convince them to partner with you to take your product or service in the local market. Sometimes they can’t be found and you have to go in yourself but that is not for the feint hearted. In entering all overseas markets, there is significant tension between the

www.gramercyventures.com

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SUMMIT RICH BUSINESS Two day workshop featuring Australia’s leading experts on capital raising, strategic growth and exit strategies.

The Rich Business Summit is specifically for SME's, entrepreneurs and business owners who seek to build substantial wealth from their business. This comprehensive two day workshop contains the information, strategies and contacts that have helped many entrepreneurs create substantial wealth and success from their companies.

EXPERT PRESENTERS SIMON BAKER:

Immerse yourself for two days with expert presenters representing many of Australia’s leading advisory firms. Each presenter has a proven track record of success in their field completing many multi-million dollar deals for themselves or their clients. Also network with 200 other entrepreneurs from across Australia.

As CEO of Realestate.com.au he took the group from a market cap of just $8m, to over $700m in just 7 years. He has also appeared in BRW’s Young Rich List. Today he is a investor into high growth dotcoms.

TOPICS COVERED:

Alan has 10 years of experience in corporate transactions. He specialises in financial due diligence and integration. Clients include Champ PE, Visy, BBC WorldWide, Pacific Brands and more.

 Accelerated Growth Strategies  How to Raise Venture Capital  Strategic Mergers & Acquisitions Creating a Strategic Sale/Exit  Working towards an IPO  Licensing and Franchising  Marketing and Sales  Business Planning

WHO SHOULD ATTEND:

“Over 200 delegates already booked. Reserve your place today!”

 Entrepreneurs & Business Owners  Inventors, Start-ups and Up-starts  Senior and Executive Management  Public and Private Company Directors  Business Advisors, Coaches and Consultants  Angel, Venture Capital and Private Equity Investors

BENEFITS:

Many business have a great product or service, but lack strategy and direction to build a business that is valuable or saleable. At the Rich Business Summit, you will learn how to develop and apply strategy to any business to create value. Also benefit from real life case studies and group exercises.

EVENT DETAILS

DATES 14th & 15th March 2009 VENUE Melbourne Convention Centre INVESTMENT $1,100 per delegate Partner discount rates and payment plans available BOOKINGS To reserve your place, contact Teldar Media: Ph (02) 8001 6610 Email jack@teldar.com.au

ALLAN ELLIOT PriceWaterhouse Coopers

ROD YOUNG DC Strategies

Considered the world's leading franchise and systemisation expert, some of Rod's clients include ANZ, CBA, Telstra, Boost Juice and Fernwood Fitness. DC Strategy is Australia’s leading franchise consultancy.

ANDREW RANKIN Deacons

Andrew has over 10 years experience in corporate and commercial law, asset acquisitions and capital raising. Deacons is an international firm with over 900 lawyers.

REUBEN BUCHANAN Integral Capital Group

Reuben founded Wholesale Investor, Think Big and Wealth Creator magazines. He also works with Integral Capital Group on transactions of $10m plus. He has presented at events to over 20,000 people worldwide.

ROSS HANCOCK: Results In Business

Ross has 30 years experience in the areas of sales, marketing and systemisation for SME's. His company, RIBI Coaching is one of Australia's largest coaching groups.

WARREN BLACK: Intelligence Group

Warren is a qualified lawyer and accountant with over 18 years in taxation and business law. Warren is highly regarded in the areas of tax planning and structuring.

A TELDAR MEDIA PTY LTD EVENT ABN 64 108 259 409 Ph (02) 8001 6610 Fx (02) 8001 6638 Email info@teldar.com.au Web www.teldar.com.au

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THE INTELLIGENT ALTERNATIVE

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www.deacons.com.au 28

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