Wholesale Invest Edition 2 by Steve Torso

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Private investment opportunities for wholesale, professional and sophisticated investors

Opportunities featured in this issue: Carbon Pollution Reduction Scheme Award winning recycling technology Capitalising on emission management First to market healthcare technology Profitable aged care developer Proven online growth businesses Succession issue creates opportunity

whole sale i nve stor.com.au

Issue 2

Contents

Page

Carbon Pollution Reduction Scheme

Business prices hit bottom

Succession, demographics & the global economic crisis

Has there ever been a better time to grow?

Flip Screen

Glasses Online

Global Emissions Management Systems

ICN Health

Landmark Pacific Holdings Pty Ltd

Asset Governance (International)

Direct Business Solutions Universal

E.Health.com Pty Ltd

AiRush

Mailing Lists Online

The Equisent Group

Swapace.com

Private companies provide an exciting opportunity to investors in turbulent times

Disclaimer

By Stephen Maarbani, PriceWaterhouse Coopers By David Bird, BizExchange

By Adrian Ness, Succession Capital By Adrian McFedries, DC Strategy

By Steve Torso, Director, Wholesale Investor

Show me the “smart” money! By Owen Matheson, Wholesale Investor

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

Welcome to the latest edition Wholesale Investor www.wholesaleinvestor.com.au The launch of the first issue of the magazine and the website has been successful to say the least. Our concept of showcasing private companies to wholesale investors has been well received by investors and capital seekers alike. Our launch party, held in Sydney in October attracted some high profile investors, fund managers and representatives from many of the companies featured in the first issue. All photos are on our website under the events section. Issues of Wholesale Investor were made available to delegates at the 2008 AVCAL Annual Convention held on the Gold Coast in September and our online investor database continues to grow rapidly as more an more people register to gain access to the companies we are promoting. Our investor base now stretches internationally as far abroad as the UK, USA, Canada and Europe. Among them are the whos who of Australian business, venture capital and private equity.

Financial meltdown and its effect on private capital raisings The ‘train wreck’ state of the financial markets has proven to be somewhat beneficial to Wholesale Investor as the options for raising capital have been severely limited in recent months. Difficulty to raise capital means value expectations have come down presenting investors with a ‘once in a lifetime’ opportunity to acquire or invest into assets at a discounted price. The key for them is to pick the sectors that will be resistant to the impending downturn. Clearly there will be businesses and industries that will prosper – many of the private investors we speak with are very optimistic about the next few years. We have been inundated with companies seeking to raise capital and have since expanded our team to include Owen Matheson to help screen the enquiries. Not every company that enquires gets to be featured in our magazine and/ or website. They have to meet our selection criteria first in order to keep the standard of the deal-flow high. On page 22 you will find an article from Owen discussing some tips for a successful capital raising.

Brendan Sulway from Hawkesbridge Private Equity makes the following comments which summarises what is going on around town: Most PE firms are sitting on large commitments after recently raising fresh funds The credit crunch has resulted in the banks being much more selective with the deals they choose to do. This, combined in the increased cost of debt has resulted in purchase price multiples dropping On the vendor side, we are seeing purchase price expectations at still relatively high levels. Many vendors have only recently realised that the prices being paid for businesses 12 months ago are unlikely to return PE investment is unlikely to occur in any sectors that have exposure to discretionary spending (such as retail) as it is expected that these businesses will perform poorly over the next 12 - 18 months The public markets are currently valuing many strong companies on low earnings multiples. As such there is likely to be an increase in the number of Public to Private deals occurring in the market as PE funds take advantage of these buying opportunities Cash is king in this market and as such there is likely to be an increase in distressed deals as PE funds take advantage of opportunistic buying Due to the above mentioned buying opportunities - 2008 vintage PE funds are likely to perform very well Many PE funds are continuing to work on operational improvement in investee companies during these times Also, many PE firms are on the lookout for strategic and opportunistic acquisitions that can “bolt on” to their existing investments. Clearly with the public markets closed for capital raisings, we believe that private capital will become a more mainstream investment product not only for super funds and large private investors, but for smaller individual investors also. We hope you enjoy the great selection of opportunities featured in this issue. If you have any questions, comments or suggestions, please feel free to make contact with myself on r.buchanan@ wholesaleinvestor.com.au or (02) 9252 2489. Furthermore, if you have relevant editorial content you would like to submit, please email it through.

What are the Private Equity firms up to? As our investor base mainly consists of private equity, venture capital and wholesale investors, we are in touch with them very regularly.

Reuben Buchanan Publisher Wholesale Investor

Below: Photos from the Wholesale Investor launch party held in September. More photos can be found on our website under the Events section

Carbon Pollution Reduction Scheme – Opportunities for investors in clean technology By Steven Maarbani, Senior Associate – PriceWaterhouse Coopers Legal The introduction of the Carbon Pollution Reduction Scheme (CPRS) as outlined in the Federal Government’s Green Paper, and the resulting demand that will be placed on emitters to find innovative clean technology (‘cleantech’) solutions, will create many opportunities for investors and particularly for the venture capital sector. In this article we discuss the reason for the almost certain increase in demand for cleantech solutions that will follow implementation of the CPRS, and consider the investment vehicle structure – the Early Stage Venture Capital Limited Partnership – most suitable for the venture capital sector’s entry into investment opportunities fuelled by climate change and the CPRS.

Demand for cleantech solutions to escalate The production of carbon as part of any commercial process will soon have a quantifiable cost as emitters acquire permits, or pay penalties under the CPRS where emissions exceed permitted levels. As a result, the prices of goods and services which rely on processes which produce high levels of carbon will increase, and the competitive advantages that currently exist in the market may change profoundly. The Federal Government’s goal to reduce the level of carbon production by 60 per cent below 2000 levels by 2050 means the way we produce, price and buy will all need to change. Cleaner processes which produce less carbon pollution will create more competitive goods and services by avoiding the additional costs of CPRS permit acquisition. As a result, there will be an increasing number of opportunities for the creation of clean technologies aimed at reducing the production of carbon as part of commercial processes, where the cost to business of the solution is less than the cost of CPRS permit acquisition. The market pricing mechanisms of the CPRS, the introduction of a cap on emissions for the first time and the limited availability of CPRS permits are likely to result in a relatively high initial market value for CPRS permits. Emitters will need to either compete with each other at auction or on the secondary market to purchase CPRS permits which cover the level of carbon pollution they emit, or seek to reduce those emissions in some other way. Those emitters with the greatest need (and the deepest pockets) will set the price. Emitters who are unable to acquire the CPRS permits which they need, will have little choice but to reduce their emissions or face legislative penalties. In the meantime, innovators are assessing the opportunities for solving the carbon reduction problem and seeking to produce

solutions which offer business a more cost effective alternative to CPRS permit acquisition. The level of innovation in the ‘cleantech’ space must increase as demand, driven by the costs of the CPRS, forces business to find solutions. This demand will create investment opportunities for investors, and will require investors to consider the alternative structures available to them to make their investment. The Early Stage Venture Capital Limited Partnership (ESVCLP) structure is a structure that would be perfectly suited to investment in clean technology innovation in many situations.

Tax-free investment through an esvclp Generally, the ESVCLP offers investors a tax-free return for ‘limited partners’ and ensures the carried interest of the ‘general partner’ is on capital account where the investment rules of the program are met. An ESVCLP may have a fund size of up to $100 million and may invest in entities whose gross asset value is up to $50 million as shown on its last audited accounts. Arguably, neither the maximum fund size of an ESVCLP nor the maximum gross asset value of investee targets is inconsequential. The ESVCLP must divest itself of an investment whose gross assets (not market value) reach $250 million. The divestment rule has been criticised as a burdensome restriction on the divestment flexibility of a general partner, however, market analysis reveals that a substantial majority of initial public offerings (IPOs) which occurred in 2007 were capitalised at below $250 million (Survey of Sharemarket Floats in 2007, PricewaterhouseCoopers Corporate Finance). In addition, the ESVCLP legislation contains no restrictions on the transfer of such an investment into a ‘companion fund’ in circumstances where the fund wishes to retain the investment. Whilst there are costs associated with such a transfer, the tax‑free gain made on the investment up until that time and the future potential growth of the investment (evidenced by the desire to retain the investment) may well outweigh this cost. For further information in relation to how to take advantage of the clean technology opportunity or on the details of the ESVCLP program contact: John Cannings, Partner Phone: +61 2 8266 6410 john.cannings@au.pwc.com Steven Maarbani, Senior Associate Phone: +61 2 8266 6834 steven.maarbani@au.pwc.com

Business Prices hit bottom By David Bird, Managing Director – BizExchange

Succession, demographics & the global economic crisis By Adrian Ness – Succession Capital

At BizExchange we have been monitoring private business values in Australia for some time and producing the BizExchange Index since September 2006. In the latest version of the BizExchange Index we have found that Business prices have hit a new low as baby-boomers looking to retire try to sell into a buyers’ market. Many of these are now thinking twice about selling, either opting to hang onto their business for longer, or preferring to close rather than go through the pain of selling for a relatively small return.

This is the most negative the market has been since December 2006 as outlined in the graph below.

Business exits, succession strategies and private capital raisings are all being brought forward at a rate of knots. Those companies with their house in order (in a ‘sale ready state’) will emerge far better and attract significantly higher valuations. Many will fail. Here are a few considerations:

The growth in the volume of businesses listed for sale in Australia has slowed with lower prices and an excess of businesses for sale making current owners think twice about selling. This is reflected in the graph below.

BizExchange has previously reported that the continued increase in the volume of businesses for sale due to baby boomer retirement combined with a shortage of funding available to Gen-X and Gen-Y would result in businesses either taking longer to sell, selling for less money, or both. This prediction is evident in the market. The September Quarter may also reveal something else; there is a price point at which a retiring business owner would rather close the business than sell it. This point appears to have been reached with the first reduction in over 12 months in the number of business for sale at less than one year’s earnings. Note: It is worth noting that the prices in the June 07 Quarter were significantly affected by the June 30 2007 deadline for large lump sum superannuation contributions.

With the global financial crisis making it even more difficult for potential buyers to raise sufficient capital to fund the purchase, the market is likely to see an increase in the time it takes to sell a privately owned business.

The number of businesses advertised for sale for less than a year’s earnings has declined for the first time in over 12 months to 9% down from over 13% of all listings in the June Quarter. Although this is still well up from less than 1% just 21 months ago.

Another factor beginning to impact on business sales is the possible implications of a slower economy on future revenue projections. In a buyers’ market this directly translates into lower prices.

Perhaps not surprisingly the market sentiment in relation to the future value of businesses continues to soften from already low levels. The most significant increase in this survey period was a large increase in the number of respondents saying ‘don’t know.

The knock on effects of the global economic crisis are in full swing, both in public and private markets.

The BizExchange index and detailed reports on business values in specific industries are available from www. valuemybusiness.com.au

The Directors of one business we looked at (food distribution space, $5M EBIT) advised that 12 months ago they (regrettably) knocked back an offer to purchase that was 50% above the valuation they would now be prepared to accept. In another case, the corporate advisor to a well established business that was advertised nationally (niche personal care, $1.2M EBIT), came back to us on two separate occasions and requested that we reconsider putting in an offer either at a higher discount rate &/or on more flexible purchase terms. Each of these instances was pre June 2008 and well before recent market turbulence. A more current example today is one private company that is struggling to raise capital (debt or equity – it’s not fussed) at a $7M valuation, a year ago it knocked back an investment that valued it at over $16.5M. The increased cost and reduced availability of capital is clearly impacting the valuations of all businesses, as well as the viability of many.

Valuation Ranges: be aware that the value of your business will vary between different parties. Synergistic or trade players, MBO teams and financiers will all have differing views of value. Also implications relating to time, cost, valuation, terms and conditions will all vary depending upon the type of purchaser/ investor you pursue.

If you’re a private company considering succession (or looking to raise capital for that matter) here are a few considerations.

Exit or Entry: think about your business from a buyer’s or investor’s perspective, remembering that your exit is someone else’s entry. Look from the outside in. What risks &/or concerns will an outsider see and can they be easily mitigated?

Advisory Team: create a good strategy in collaboration with professional advisors. Yes they’ll charge you (for what may seem like little work) but they should add significant value to increase the sale price or access that urgently required capital earlier. Ownership & Management: should be treated as two separate components, yet the owners of many private businesses implicitly view them as one. Many vendors may no longer be financially reliant on their businesses, but how reliant are their business on them? Timing: The best time to go to market is when revenues and particularly earnings are all trending upward. If one of these takes a hit temporarily it may be better to resolve the issue prior to selling. Purchasers and investors will only value demonstrated results. Ultimately your business is worth whatever a willing buyer/ investor is prepared to pay for it at the time.

Demographics: there are more potential sellers (aged 45 to 65 years, 24% of the population) compared to potential purchasers (aged 35 to 45 years, 15% of the population). This has important implications regarding demand & supply (hence valuation) for all business owners considering succession in the next decade or so. As conditions continue to tighten, more businesses are coming to market and valuations are reducing across the board. Adrian Ness is a director of Succession Capital, a private equity group who has funds readily available to acquire &/or invest in private businesses, whose earnings range between $1M to $5M EBIT. For more information please visit www.successioncapital.com.au

Has there ever been a better time to grow? By Adrian McFedries, Managing Director - DC Strategy

Company Name Sector Yr established Business stage Location Opportunity

The current global economic issues have created an environment that will serve as a catalyst for the strongest businesses to grow their lead and others to emerge where they were not before. There has never been a better time for growth and the real issue for groups is to understand where the focus and priorities in the business need to be for the next 12 – 18 months.

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

serious growth There are few businesses that achieve a degree of growth that produces a national or international presence and market position. The key reasons for this relate back to three core areas detail in the diagram and the ability to execute to an exacting standard. There are a considerable number of private equity firms, business investors and management teams that are employing a ‘back to basics’ strategy at present and that is a key part of the value of this economic turbulence. It is a time where consideration should be given to fundamental items such as a restructure of the business model – perhaps franchising as an HR strategy, increased use of structured incentives or an increase in the distribution breadth or depth. Underlying business models usually change every 5-7 years but often strong economic times prolong the desire or recognition that the business model needs to change. In the experience of DC Strategy these are the types of issues being confronted in businesses proactively driving their direction at present? How can we drive greater efficiency and effectiveness out of the existing business? Is the current employee structure and model the most effective for the future of the business? Has the distribution channel achieved the depth and breadth of reach it can? Is our product offering too narrow or broad relative to the fixed cost base of the business? Are the current management team matched to the current growth phase of the business? Is the capital or working capital base of the business sufficient and effective? Are there aggregation opportunities in the market? What are the profit vs. revenue growth trade off’s being made?

International There has also never been a better time to progress into international markets for businesses that have a strong domestic presence, cash flow and profitability and the senior management resource. As in Australia, the world has not collapsed and a significant number of

Executive Summary opportunities and strong performing businesses remain. Consider the recent strategy of Michael Hill Jeweller to acquire 17 stores in the US out of Chapter 11 bankruptcy as selection of hand picked stores of a large 70 year old established group. This builds on their existing strategy in Canada and provides a direct entry into the US market with a considerably diminished investment to the alternatives. There are a number of businesses in Australia that have reached or a fast approaching a mature stage of their growth cycle that have not given due consideration to international expansion. Australian businesses operate against the odds of a small population, high fixed costs and vast geographic disbursement yet make acceptable returns on investment. Rather than seek to diversify to grow or even contemplate aggregation in a sector a well constructed international strategy can deliver the same success that has taken Boost Juice from two Adelaide stores to 13 countries in 7 years. Capital will continue to find a home in businesses that have a strong value proposition, target market and sustainable business model and the reality of having to confront the existing market head can only produce a stronger outcome for those capable of moving forward. Adrian McFedries is the Managing Director at DC Strategy. DC Strategy is the region’s leading specialist consulting and legal firm. Our specialist teams in Strategy, Franchising, International and Legal have developed the networks and brands of many of the region’s most successful businesses. Contact Adrian McFedries at adrian.mcfedries@dcstrategy.com or +61 (0) 3 8102 9200

www.dcstrategy.com

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

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 Structure: company, with the founder Allmine Group Limited is ancurrently unlisted owning public company with a spread of shareholders who approx 84%. Other shareholders are private have entered groupwill at be various stages over investors. Newthe shares issued for the the past two years. capital raised.

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.).

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 • Strong management team

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

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.

Company Name Sector Yr established Business stage Location Opportunity

Global Emissions Management Solutions Ltd Climate Change Management and Reporting 2008 Early stage- expansion Perth, Australia Capital Raising

GlassesOnline is currently assembling a Board of Directors.

Executive Summary 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. 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 • Brand positioning established through extensive media coverage

Corporate Structure: Visionary Eyewear Pty Ltd (trading as GlassesOnline.com.au) is a privately held company. New shares will be issued as capital is raised, details of which can found in the Information Memorandum

Exit Strategy

Corporate Structure:

ItAllmine is expected the business will be exited Groupthat Limited is an unlisted public within 3-5 with yearsa via a trade sale. Likely suitors company spread of shareholders who include opticalthe groups non-optical retail have entered groupand at various stages over companies. the past two years.

• An essential product priced at 70% less, coupled with high service levels, creates a compelling proposition and vocal customers

Executive Summary More than 90% of the sharemarket must publicly report their greenhouse gas emissions to avoid fines of up to $100,000 and public censure. The problem for companies is that they and most consultants have little experience in this type and level of reporting. In fact there are very few people in Australia with the expertise, and very few companies with both the expertise and the business systems needed. GEMS is the answer, the compilation of 18 years energy and emissions management consulting, auditing, and verification experience, and 8 years of enterprise level energy and emissions reporting software development.

Competitive Advantages • GEMS has everything an organization needs for emissions reporting - proven software, consultants, and training. • GEMS is headed up by an Energy and Emissions Expert. One of only 19 Federal Government approved auditors and verifiers in Australia he has an intimate knowledge of Government assessment and verification practices.

• Price level enables multiple and more frequent purchases, for example, pairs for different occasions and spare pairs

• GEMS emissions software, now in its 4th generation, has been independently evaluated as 1 of the best, if not the best in its field and as one of the few pieces of software that are built from an (domain) expertise perspective. GEMS software:

• Convenience of quick online ordering and home delivery

• Meets international, national and state requirements and standards.

• Attractive returns in 3-5 year timeframe

The company is seeking new board members with expertise in other key areas.

Corporate Structure Global Emissions Management Solutions 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. An IPO is the preferred exit strategy, however given the domain expertise, the uniqueness of the GEMS software systems, and the current interest a trade sale or merger is a highly likely option. A number of large consulting companies are already in strategic partner and investor discussions.

Exit Strategy

• GEMS provides and maintains the purpose built software. Clients don’t not have to bear the cost of developing and maintaining their own systems.

• Significant opportunity to replicate the success of the UK and US online models

• Capital sought for customer acquisition: to take the model to a larger audience through marketing

Mr. Edward (Quintin) George, Non- Executive Director. Quintin’s expertise is as a trainer with experience in sustainability is important in working with companies to change corporate cultures and to get staff on side and actively involved in sustainable management practices.

• GEMS is cost effective, and cost less than in-house solutions, because:

• Large target market: 11 million Australians wear glasses and buy over 4.5m pairs each year. Annual market value of over $1.2bn

• Opportunities to expand eyewear offerings under the brand

Mr. Phillip North, a non- Executive Director Phil brings experience and skills gained over 14 years of growing a business from new to one with more than 400 staff with offices in most capital cities.

• GEMS has the expertise and ability to manage reporting for business, corporations, and government agencies with 1, 100, or 10,000 facilities on an national and international basis.

• Proven and scalable model

• Growth model based on current customer data including cost per acquisition, customer value per year and referral rates

The board consists of CEO Mr. Gerry Magee an Energy and Emissions Expert with 18 years experience in this field. Gerry is also the Executive Director in charge of Technical Services -software development, training, and service delivery.

• Integrates with other software systems including Oracle, SAP, databases, and accounting systems.

Key Investment Highlights:

• High margins despite lower price level

Board & Management:

Further Information To learn more about this opportunity, including downloading the Information Memorandum, go to www/whole www.wholesaleinvestor.com.au, click on View Investment Opportunities and search for GlassesOnline

• GEMS consultants are trained in this type of data collection, analysis, and reporting we know from experience we can reduce the time and resources needed in most cases a factor of 10. • GEMS frees up staff and consultants from time consuming tasks like data collection and analysis tasks to apply their time and expertise more effectively.

Further Information:

• GEMS helps improve productivity and reduce costs, energy, and emissions. For many organizations the information which GEMS can provide will be the first time organizations can compare the cost and efficiency of processes and operations across their organization at the push of a button.

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 Global Emissions Management Solutions

Company Name Sector Yr established Business stage Location Opportunity

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

ICN Health has a first-to-market, integrated communication and information sharing platform that significantly improves the efficiencies in healthcare delivery in the $10 bn Australian Market.

Board & Management: Stephen Hobbs : General Manager Steve has over 30 years experience in Healthcare in Europe, Asia Pacific and Australia. Appointed as Executive Director of the company since its inception, Steve’s expertise spans strategic planning and implementation, business development, marketing and clinical research. Alan Beasley : Chairman

Executive Summary

• The only system that is able to track a person at every stage of their care across every sector and facility

The Ageing Population Explosion

• Reduced unit cost of service delivery means more services can be delivered

With life expectancy increasing and the population ageing, healthcare in Australia is undergoing dramatic changes. “The Way Forward” is to keep the ageing population living in their homes, not in hospital or nursing homes, for as long as possible. The issue is there is no centralized method of tracking a person through the system to ensure they have complete and consistent care.

• Reduces hospital admissions through hospital avoidance

Solving the Issue

• Designed by key frontline staff in Community and Health to address all the key issues to improving service delivery efficiency in the Community

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).

What is 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 The benefits of the platform are significantly reduced cost of service delivery which means more services delivered per dollar and better health outcomes.

Why is CCN Unique

First, whole of healthcare, information management system that branches across all key sectors Decentralised architecture with segregated data ownership Privacy compliant Real-time updates The Client Community Viewer: A map of the Client’s journey through the community care setting.

• Stand alone information sharing system that is not reliant on internal hospital systems

• A true client-centric, easy to use Platform that reduces the administrative burden of gathering client information that already exists • Unique, decentralised architecture enables data ownership, consent, privacy and up to date information • Affordable to all users and interoperable with their databases

Key Investment Highlights • $10 billion Aged Care and Disability Care market, set to double in 15 years with the rapidly ageing population • 2000 hospital beds each day are needlessly occupied by elderly patients at a known bed cost of $2 million a day “If I had access to the Platform I could discharge 3-4 elderly patients today.” “As a Case Manager the Platform is the foundation for building, monitoring and executing the case plan”

The system platform and care model is mature and in the market. $4m of investment has been allocated and the working version on the Central Coast of NSW is steadily establishing itself with agencies across key sectors including government funded agencies, private service providers, public and private hospitals, ambulance services, and retirement villages.

“The Platform will enable us and our service partners to work more efficiently together and to engage in enhanced client planning, to deliver seamless services most cost effectively.”

The Proposal

Competitive Advantages • Market ready solution; 1-2 years ahead 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 eg $1million of savings pa per hospital through improved discharge of patients and $2 million of savings in each Community

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 Corporate Structure: successful businesses across retail, aeronautics Allmine Group Limited is an strengths unlisted public and tourism in Australia. John are in company with a spread of shareholders who successful business outcomes, strategic thinking, have entered the group at various stages over investment experience, process implementation the past two years. and management.

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

Head of Medical Assessment Unit, General Hospital

The Current Status

There is a compelling case to capitalise on years of development and the significant momentum which has already been achieved; in a huge market with enormous potential.

Alan has over 30 years experience in Investment Management spanning equities and portfolio management for institutional investors. Alan is the founding Managing Director of Ascend Asset Management which with its principals has assisted capital raisings in excess of $50m.

Service Centre Manager, Largest Community Service Provider in NSW •

First-to-market: 5 years development & $4m has produced a robust, working platform

•

Scope: The only system that spans every care and service sector

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

• Commitment: Key cross section of the most important, high value agencies committed already

Further Information

•

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

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.

•

Scalable: Expandable across Australia and other health sectors

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

Landmark Pacific Holdings Pty Ltd Tourism – Quality Budget Accommodation 2007 Early Stage Construction Sydney, Australia Strategic Investment / Capital Raising

Executive Summary Landmark Pacific has purchased a freehold commercial building located at 28 Chalmers Street, Surry Hills, Sydney (directly opposite Central Station) for conversation to a DA approved five star backpacker hostel with bar and restaurant facilities on the ground floor. The property is in a superb location directly opposite Central Railway Station with magnificent views of the Sydney CBD and numerous transport options to Sydney’s most popular tourist destinations. As part of the conversion, the approved DA provides consent to build an additional roof level which will have indoor facilities for guests and a large outdoor balcony with BBQ and sun deck facilities. This is the perfect opportunity for investors to capitalize on the drop in the AUD$.

Competitive Advantages • Central is the major gateway for backpacker visitors to Sydney Outperforming Kings Cross, the eastern suburbs and Manly in terms of occupancy, demand and spend per head. •

28 Chalmers Street is located directly opposite the airport train platform at Central and is the first CBD stop for buses arriving from the airport.

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Similar operations in the area are operating at or close to maximum occupancy levels and are unable to cater for the increased demand.

• •

Backpacker numbers continue to increase to Australia, recent research reveals they are staying longer and spending more. The backpacker market consistently outperforms standard tourism arrivals in terms of length of stay and spend per head. In addition recent government initiatives provide further incentives for the budget traveler in Australia.

Key Investment Highlights •

Investors own 100% of the freehold and associated businesses

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Capital quickly returned and you still own the investment and receive bi-annual dividends

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Location! Location! Location! - with ability to expand operations

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Project is well underway and due to open Feb 2009

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Conservative Forecasts show 28% pa net return

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Investors will benefit from secure leases, bar, restaurant and vending incomes

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Excellent depreciation benefits will lift returns to investors.

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Low AUD$ is driving more backpackers to Australia

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Experienced management team

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No management fees

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Directors are investors also

Board & Management: Andrew Gibbons Prior to joining Landmark Pacific Andrew as the NSW State Chief executive with Colliers International. With 21 years experience in commercial property Andrew brings a wealth of management experience to the company. Dolf de Roos Dolf is an international real estate investor who has taught real estate investment around the world. He is a bestselling author and visiting professor of Real Estate at the University of North Texas. Craig Donnell Craig is the founding director of Landmark Pacific as well as the MD of The Investment Property Group Pty Ltd. Wayne Bourke CEO of Bourke’s Transport Industries Pty Ltd a family owned company in it’s 61st yr of operation. Wayne is a prolific real estate investor and developer with experience both local and overseas.

Corporate Structure: Landmark Pacific* is an unlisted unit Corporate Structure: trust where investors own 100% of the Allmine Under Group the Limited is of anthe unlisted public assets. terms Information company with facility a spread of shareholders Memorandum exists to issue unitswho to have entered the group at various stages over investors in return for capital. the past two years. *Landmark Pacific Holdings Pty Ltd atf Landmark Pacific Property Trust No.1

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

Competitive Advantages • 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

Exit Strategy

• 24x7 access to AGINT principals and senior staff

There are many exit strategies available to the trust, including:

• AGINT services will consider ALL aspects of PAM (not simply device count)

• •

The future sale of the backpacker hostel only to an approved operator with lease in place. The sale of the entire asset including freehold.

Capital Repayment: It is the Trusts intention to repay investor capital as quickly as possible resulting in dramatically reduced holding risk. The repayment of capital will not dilute an investor’s unit allocation. Investors will continue to receive bi-annual dividends even after 100% of capital has been repaid.

• AGINT will provide PAM services across all sectors • There are no providers of services akin to those offered by AGINT

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 With academic qualifications extending to Master’s degrees in International Commercial Law and Business Administration, and a post-graduate 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.

Corporate Structure AGINT is a Proprietary Limited company: It is intended that 50% of the shares are held by the Corporate Structure: company or investor/s with the remaining 50% Allmine Group Limited is an unlisted public held by the Principals. company with a spread of shareholders who have entered the group at various stages over 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.

• The Register service will be Web-based, and will be backed up off-site

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

Further Information

• AGINT will provide PAM services across all sectors

• There are no providers of services akin to those offered by AGINT

• AGINT services will consider ALL aspects of PAM (not simply device count) • 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

Company Name Sector Yr established Business stage Location Opportunity

Direct Business Solutions Universal ERP Software Solution for Mining, Construction, and other sectors. 2005 Early Stage Brisbane, Australia Strategic Investment / Capital Raising

Executive Summary DBSU has developed a Enterprise Resource Planning (ERP) Software solution which incorporates Service Orientated Architecture (SOA), GPS and digital scanning technology, increasing accuracy and efficiency. The DBSU solution allows companies to manage all facets of management in a fully integrated automated system have proven to achieve savings achieved in excess of 3.5% in all instances trialed. The DBSU system has been independently rated better than global systems in all assessments carried out to date. The DBSU system is ideally suited to mid-tier companies across the Mining, Mining Services, Manufacturing, Retail and hospitality industries.

Corporate Structure: Corporate Structure:

Competitive Advantages •

Cost and efficiency advantages through automated processes, improved reporting and accurate data entry – Data recognition of digitally scanned documents

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Increased performance through fast and detailed reporting.

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Incorporates advanced GPS functionality

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System infrastructure supported by a NASDAQ listed company.

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Five times more tracking and options than other systems.

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Diverse range of elements-fully integrated.

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Increased flexibility through VBA User interfaces.

DBSU Pty Ltd is currently a Private Owned Allmine Group Limited is an unlisted public Company. company with a spread of shareholders who

Company Name Sector Yr established Business stage Location Opportunity

Kaizen e-Health Limited (KEH) Health & Medical Logistic Systems Software 2008 Expansion, pre-IPO Sydney, Australia Capital Raising

Board & Management: Chairman, Dr Lionel Chang Plastic Surgeon with 15 years experience in private hospital ownership, management and nursing education. He is closely involved with the development of e.health.com. Pty Limited from inception. Managing Director, Krys Maj

Executive Summary Kaizen e-Health Limited (KEH) is the owner e.health.com KEH provides an enhanced online procurement and quality control systems for medical and related sectors. Our technology systems allow hospitals to save money, dramatically improve reporting and increase their efficiency across multiple areas. This improved efficiency directly contributes to a hospitals bottom-line profits and service levels. Through E.health.com KEH are able to utilise existing technology, know-how, industry contacts and a proven management team to implement their online systems in hospitals throughout Australia, Asia and Europe.

Competitive Advantages Web Based Ophthalmology Audit System

have entered the group at various stages over the past two years.

• Compile data for outcome auditing - self Vs craft group

Exit Strategy

• Automatic generation of Web based medical records and reports in real time, enables the billing and invoicing by multi-related parties simultaneously

DBSU is ideally suited to being purchased by a larger software company looking to expand their offering, and distribute it to their existing networks,

Real time management of the consignment stock • Web Based Just In Time Inventory System • Automation of inventory management utilizing bar-code technology • Reducing stock levels and stock holding space •

Registered Nurse with long experience in operating theatre management and procurement. Specialising in Health Care Management and information systems. Director of Operations, Mr Alex Iwanus is a specialist software engineer and a specialist in medical informatics Board Member & Company Secretary, David Catts is a solicitor and a partner at Summit Laws.

Corporate Structure KEH is a public unlisted company seeking to raise capital. Additional shares will be issued as capital is raised.

Corporate Structure: Further details provided in the Information Allmine Group Limited is an unlisted public Memorandum. company with a spread of shareholders who have entered the group at various stages over the past two years.

Exit Strategy

At the close of the offer trading of shares is permissible immediately through CorpShare, subject to the escrow provisions and shareholders’ agreement. The Board aims to list KEH on an appropriate exchange within 3 to 5 years

Economies of scale for small users by enhancing bargaining power through grouping

• Real time, Web based usage and costs reports

Key Investment Highlights Key Investment Highlights

• Eight years sound management of growth and innovation • Niche market in recession proof healthcare industry

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Strong market demand for ERP Software with GPS automation.

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Deployment of software into companies requires minimal support and training

• Innovative IT product lines with unique selling propositions, established sales and high growth potentials

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The system has beaten 14 global systems in a recent tender.

• Interstate and Overseas interests currently in negotiation

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Significant distribution interest from companies in India and the US.

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Strong potential for purchase by software firms looking to expand their current offerings

*Service Orientated Architecture (SOA), a sub sector of ERP is growing at 50% per year

Further Information

• Product lines readily adaptable to other medical specialties, enlarging the potential market many folds

• Anticipate need for working capital is relatively moderate to: -

further develop online systems and

marketing and servicing interstates and overseas

• Infrastructure to facilitate accelerate growth

• Management are share holders in 6 private hospitals

AiRush I N T E R N A T I O N A L

Company Name

AiRush International Ltd

Sector

Leisure/Tourism

Yr established

2008

Business stage

Early stage

Location

Gold Coast, Australia

Opportunity

Capital Raising

Executive Summary AiRush plan to build and operate a vertical wind tunnel/skydive simulator as a tourist and leisure attraction in the heart of Surfers Paradise on the Gold Coast. It will be the only attraction of its kind in Australia. The wind tunnel will be the most technically advanced in the world and is designed and manufactured by SkyVenture International in Texas, USA. The attraction works by re-circulating a column of air at a velocity of 200kph (120mph) through a 10ft diameter, transparent Perspex flight chamber. Eight commercial tunnels currently operate successfully worldwide and in less favorable market conditions than the Gold Coast. This is a proven successful and very profitable business model with an exceptionally talented and experienced management team already currently operating lucrative wind tunnel attractions in other locations around the world.

Competitive Advantages •

Gold Coast has 9.9 million visitors per year with a daily spend of $10.6 million

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Prime Surfers Paradise corner location with 24 hr exposure to our target market

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Average of 15,000 visitors within walking distance of the attraction site

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32% of interstate visitors earn over $104,000

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ttraction site with well over 8 million foot traffic & high key target A market represented

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High barriers to entry for competitor due to expertise, costs and council approvals involved

Board & Management: Colin Bland - CEO • Currently advisor to Warner Village Theme Parks & also The Sydney Attractions Group to strategically drive their sales performance • 9 Years Managing Director of UK Holiday Resort Company • Management Training with Walt Disney World, Florida in tourist attraction operations Gary Baildon • Former Gold Coast City Mayor • Currently Chairman of the Gold Coast Hospital Foundation and President of The Gold Coast Show Society. Wayne Newman • 12 Years Disney Store UK regional manager • Hilton Group Manager - Hospitality Warner Village Theme Parks, Quality Service Coordinator, Human Resources

Corporate Structure Corporate Structure: AiRush International Limited is a public Allmine Group Limited is an unlisted public unlisted company. company with a spread of shareholders who have entered the group at various stages over the past two years.

Company Name

Mailing Lists Online Pty Ltd

Sector

Digital Business Services

Yr established

2008

Business stage

Start-up– revenues positive and growing

Location

Melbourne, Australia

Opportunity

Capital Raising / Trade Sale

Executive Summary MailingLists.com.au acts as a conduit for business growth enabling SMEs and Corporates instant access to affordable business mailing lists. A new market, a new concept and new product has been created, taking a traditional service-based list broker model through digital adaptation for a market-driven product-based business model which produces a 90% gross margin. MailingLists.com.au is a radical innovation, first – and only - to market in Australia as well the first with global reach spanning four continents with intellectual property strengthening its position in the form of generic domains, data contracts and an internationally scalable platform for data and complementary products.

Competitive Advantages • A sustainable competitive advantage has been created through a radical innovation;

Exit

• Further supported by key intellectual property (potential opportunity to Patent) creating barriers to entry;

Investors in Airush International, will be seeking a high dividend return for investors or for the project to be purchased by a Fund.

• First and only to market sees no existing direct online competitors; • List supply competitors do not service the labour intensive SME market • The business model saves customers time, money and increases ROI

• High-profile results orientated team (Founder and Investor in SME, digital and direct marketing space)

Key Investment Highlights • Utilising a proven technology and proven business model

Key Investment Highlights

• High dividend return opportunity • High profile, sophisticated tourist attraction that will draw significant regional and national media interest • Projected cash flow positive within 6 months of opening

• Exceptional management team with vast industry experience • High barriers to entry due to high costs and designated licensed territory from manufactures

Neville Christie - Chairman (a/c) Neville is a serial entrepreneur with over 50 years experience in building and running companies. He has also worked as a venture manager, management mentor and was recently destra Corporation (ASX: DES) non executive director which saw its revenues grow to more than $100m and included Lachlan Murdoch and Paul Ramsay as investors. Lauren Rielly (MEI) - Founder & Director, Corporate Development Lauren started and grew her own global list supply company for six years which sold in 2007, earning her twice finalist for Young Direct Marketer of the Year (VIC). She also lectures in Entrepreneurship and Innovation at Swinburne University. Domenic Carosa – Investor, Deputy Chairman Domenic co-founded and listed destra Corporation on the ASX in 2000 and achieved numerous rankings in the BRW Fast 100. He built destra into Australia’s largest independent digital media and entertainment company with over $100m in annualized revenues and included Lachlan Murdoch as a shareholder. He now runs a boutique internet investment company Dominet Digital Corporation. 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.

Corporate Structure

Mailing Lists Online Pty Ltd is the trustee of the Mailing Lists Online unit trust which holds the business and all IP. The share capital will be expanded to accommodate external investors

• Switching costs are high due to suppression of previous data orders • Platform rather than product focus reduces supplier power with multiple offerings

• Global opportunities to replicate in other locations, (e.g. Sydney, New Zealand, Tokyo, Mexico)

Board & Management:

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 Airush International Limited

MailingList.com.au seeks capital investment to pursue its aggressive growth strategy. A considerable cash and sweat equity investment has created the technology platform with existing revenue generated in Australia and offshore. The main application of funds are for customer acquisition, sales and marketing and business process patent protection. Potential acquisitions have already been identified that would further increase barriers to entry and contribute profits to the business.

Exit It is expected that the business will be exited via a trade sale within 12-24 months. Potential buyers would include those looking to expand their product offerings targeted towards their SME clients like MYOB and Melb IT or existing listed companies like Acxiom and Incnet.

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 MailingList

• Only attraction of its kind in Australia

Company Name Sector Yr established Business stage Location Opportunity

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

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 nonprofits 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.

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 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:

Corporate Structure Allmine Group Limited is an unlisted public company with a spread of shareholders The Equisent Group is currently a privatelywho have entered the group at various stages over owned group of companies with a structure in the past two years. place to migrate to an unlisted public company.

Competitive Advantages

Exit Strategy

• Strong and effective executive leadership with international corporate consulting experience and years of senior health management experience

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.

• 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

Company Name

SwapAce.com

Sector

Internet - swapping and trading

Yr established

2004

Business stage

Expansion

Location

Sydney, Australia

Opportunity

Capital Raising

Executive Summary

Board & Management: Swapace boasts a highly skilled and ambitious team with over 100 years of proven business experience. Joseph Renzi – CEO Joe has over 16 years in management roles for various organisations. Walter Annen – Director Over 38 years of business experience. 20 years as General Manager and Area Director for Hilton Hotels.

SwapAce.com is an all-in-one market-place and meeting-place that allows individuals and organizations to buy, sell, swap and meet within trusted communities.

John Lloyd – Director Over 40 years of business experience, helping to establish and develop over 400 businesses.

SwapAce is focused on becoming a leading global online marketplace for swapping & trading goods and services. SwapAce answers many of the issues currently facing online marketplaces by providing the facility to not only buy and sell products and exhibit collections, but also to barter for goods and services, negotiate an agreed price and manage offers to numerous vendors or buyers.

Corporate Structure:

Competitive Advantages • The #1 “swapping website” in the world (according to Google search results) • International Patent on unique key technologies, including: - Electronic Bartering System - Electronic Offer Management System – allows multiple offers to multiple people. As soon as one offers is accepted, then all other offers automatically retracted

Swapace.com is a private company whos shares are held by the founders. New share will be issued once capital is raised, details of which can be found in the Information Memorandum.

Corporate Structure:

Allmine Group Limited is an unlisted public

company with a spread of shareholders who Exit Strategy have entered the group at various stages over SwapAce proposes the past two years. to exit via a Trade Sale within 12 to 18 months.

• Electronic Negotiation System – make counter-offers about the all terms of the agreement until happy • Auto-Matching Technology – connect people that would otherwise not know about each other • Has already formed a number of strategic alliances and built a number of customised licenses with the white-label solution providing significant expansion potential.

• Strong momentum, deal flow, and acquisition targets ready

Key Investments

• Currently profitable with high demand for services, standards of health care second to none.

• The Right Team with an experienced board coupled with young professionals that understand modern internet technology

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

• Mature Product provides a comprehensive market-place and meeting-place within “communities” - the next big thing online

Further Information:

• Massive Market Opportunity as the market is growing intensely with other major sales/investments of $1bn+

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

• Proven Marketing and rapidly expanding with already hundreds of thousands of members from over 150 countries • Clear Exit Strategy of a trade sale to a major media player within 12-18 months to provide very profitable returns in a short period of time

Further Information For more information about Swapace, or to download an Information Memorandum, go to www.wholesaleinvestor.com.au , click on view investment opportunities and search for Swapace.

Show me the “smart” money! By Owen Matheson, Business Development Manager – Wholesale Investor owen@wholesaleinvestor.com.au For those seeking capital, the obvious tack is to target the faithful FFF fund. Family, Friends and Fools. In the early stages you can easily fall into the trap of thinking any money is good money. Without a well articulated plan in terms of each of your investor’s contributions for allocated shares things could get out of hand quickly. A key step at this point is to be able to listen to the voice of reason and set a realistic valuation on the company and each investor’s contribution. For a start, will they be active or passive. Have their expectations in writing to keep things very clear. Another common mistake is giving away too much equity too early which can make the experience painful for everyone. The most important question that should really be asked before any approach to a potential investor is made is - Putting the money aside what value can this person or entity contribute? Enter the concept of the strategic investor. An investor that brings more value than just available capital and a pulse! The definition of a strategic investor – An Individual or firm that

adds value to the money it invests with its contacts, experience, and knowledge of market thus brightening the investee’s prospects for additional investment and success. After reading the above description I’m sure everyone would agree it just makes sense to take your time and consider any investor very carefully in terms of what they bring to the table. A Strategic Investor is often referred to as smart money. In business the game is all about leverage having a strategic investor day one can really ensure good execution and speed to market providing a faster return on capital and keeping everyone aboard committed and inspired to take things to the next level. In summary, remember business is business and should not be confused with other relationships. Decisions will be made upon the impact on the bottom line. Hopefully ethically but at times ruthlessly. In summary, take the time to carefully evaluate each new stakeholder. It can be quite a challenge when your adrenalin is driving you to make the decision yesterday. I’m always sobered by a simple statement made by someone who knew knew something who said “once you’ve given your equity away it’s very hard to get it back”.

Private companies provide an exciting opportunity to investors in turbulent times By Steve Torso, Director, Wholesale Investor s.torso@wholesaleinvestor.com.au With the instability of the stock exchange and the IPO Market virtually non-existent, Investors, Corporate Advisors, Corporate Lawyers and Accountants have now shifted their attention toward the private companies which are tomorrow’s market leaders.

how the business landscape has changed For private companies seeking to raise private capital the market in Australia has dramatically changed in the last 12 months. As the ASX soared beyond 6800, the IPO market was buoyant and there were no shortage of funds for private companies seeking to accelerate their growth. Now we are in vastly different market where investors are in control. They are seeking major positions in companies at a significant discount to 12 months ago. They realise now, is an opportune time to invest!

The Private Company Advantage For private companies in high growth sectors, with leading technology, strong revenues or who are potential acquisition targets for listed companies, this market represents an exciting opportunity.

Private companies, have an opportunity to build their distribution, growth their bottom-line and improve their efficiency without the noise of the stock markets, journalists and analysts impacting their decisions. Most importantly, they are not at the mercy of a volatile share market.

How to connect your investment opportunity with investors Whilst right now could represent one of the greatest opportunities for investors seeking exposure to private offering, companies have found it harder and harder to raise the capital they require. Wholesale Investor was created to assist in solving this problem. Our magazine is distributed to the funds, the companies and the people which are still investing in deals today. Whether they be High Net Worth’s, Venture Capital funds or listed companies with venture capital division our aim is to place a company’s offer in front of these people. If you would like to learn more about how Wholesale Investor is helping private companies to promote their Capital Raising and Trade Sale offer, go to.www.wholesaleinvestor.com.au/capital_raising.