Wholesale Investor Edition 5 by Steve Torso

Volume 2 - Issue 3

PRIVATE INVESTMENT OPPORTUNITIES FOR WHOLESALE, SOPHISTICATED AND HIGH NET WORTH INVESTORS

Proven Leisure Franchise Delivers Compound Growth (14)

Award Winning Profitable Hovercraft Venture (13)

Affordable Housing Property Developer (15)

Ecofriendly Process Converts Algae To Biodiesel (19)

Aquaculture Award Winning Venture Profitable With Aquaculture Venture With (13) Government Hovercraft Venture Support (18) Government Support (18)

Proven Healthcare Franchise Shows Strong Growth (17)

Plus: Private Equity & Venture Capital Survey (8) Global Childrens Brand to Re-Launch (21) Retail Food Manufacturing Opportunity (16) Social networking for baby boomers (23) Revolutionary industrial washing device (20) Micro Cap Wholesale Investment Fund (22) Integrated Agriculture Roll-up (25)

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The earlier you book the more $ you save Hear from: 9 – 11 November 2009, Sydney Marriot, Sydney

David Morgan Former CEO Westpac Banking Corporation Director BHP Billiton

David Craig CFO Commonwealth Bank of Australia

John Broadbent Head of Domestic Markets Reserve Bank of Australia

Curt Zuber Group Treasurer Westpac Banking Corporation

Is the answer.

Where CFOs & Treasurers meet to identify best practice finance & debt restructuring solutions from traditional & non-traditional sources of capital. In the current market climate, funding the balance sheet has become the number one most important issue facing companies. With draw down facilities maxed out, tightening credit markets, falling revenues and asset values, there is a need for companies to explore alternative channels to raise capital. However, this is an unprecedented situation and most have little knowledge or relationships to raise capital in this climate. Pre Conference Masterclass

Post Conference Masterclass

Financial Modelling for Project Finance

Developing and implementing a successful corporate turnaround strategy

Monday, 9 November 2009

Wednesday, 11 November 2009

Led by: Nick Crawley, Managing Director, Navigator Project Finance

Led by: Marcus Derwin, Partner – Restructuring Services, KPMG

www.terrapinn.com/2009/corp VIP CODE: WI1 Event partner:

Media partner:

Researched and produced by:

Visit the website for the full speakers list

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Michael Braude GM – Treasury, Risk & Insurance Coca Cola Amatil

Volume 2 - Issue 3

Contents Wholesale Investor magazine is published by Wholesale Investor Pty Ltd ACN 131 512 715

Editorial 55

Company Updates

Angel Investing Hits A Tipping Point

AVCAL Deal Metrics Survey

Directors

Steve Torso – Managing Director

Managing Director Director - Steve Torso Publisher - Reuben Buchanan Publisher Senior Account Manager - Milton Papadopoulos

By Dr. Tom McKaskill - World Renowned Business Author By AVCAL

Q&A With CSIRO Investment Manager

Reuben Buchanan – Executive Director Domenic Carosa – Non Executive Director

10 10

Buying Distressed Assets May Save Troubled Businesses

11 11

Controlling Structuring Risk for Business Angels

11 11

Attracting the Brains Trust to Your Business

12 12

Risks and Rewards of a Management Buyout

37 37

Considering Private Investments

38 38

Community Entrepreneurship Combines With Venture Capital

Advisory board - Tim Trumper Address - Suite 204, 66 King St. Sydney

Phone - 1300 597 595 Web - www.wholesaleinvestor.com.au Editorial Enquiries editorial@wholesaleinvestor.com.au Advertising Enquiries advertising@wholesaleinvestor.com.au Listing Enquiries milton@wholesaleinvestor.com.au 1300 597 595 Enquiries Subscription Enquiries subscribe@wholesaleinvestor.com.au

Design/Layout - Dan Segal www.dansegal.org Printer - Quality Print Group www.thequalitygroup.com.au www.thequalitygroup.com.au Distribution - D&D Mailing www.ddmail.com.au

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

By Steve Torso - Wholesale Investor By David Kenney - Hall Chadwick

By Andrew Ireland and James Millea - Argyle Lawyers By Karen Jenkins - Six Figures

By Manda Trawtwein & Jonathan Hickey - William Buck By Jordan Green - AAAI

By Stewart Craine - Barefoot Power

Opportunities 13 13

Broome Hovercraft

24 24

EcoBiotics

14 14

Speciality Entertainment

25 25

Jadato Holdings

15 15

Viva Properties

26 26

ActivePlus

16 16

Retail Food Manufacturing 27 opportunity 28 28

17 17

(promoted by DC Strategy)

Pharmacy & Healthcare opportunity

Focus Oil & Gas ZEEP Australia

Kialla Primary

McLaren Media

(promoted by DC Strategy)

Winteray

18 18

Pacific Island Aquaculture

E-Move

19 19

Biotech Australia

20 20

Washpod

Sustainable Energy Australasia

21 21

Floaties

34 34

TStix

22 22

MicroEquities

35 35

UKonekt Live

23 23

Finerday.com

36 36

Mailing Lists Online

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Wholesale Investor - Australia’s Largest

Private Capital Platform By Steve Torso – Wholesale Investor Pty Ltd The total funds sought on our platform continues to climb and now exceeds $300 million making Wholesale Investor Australia’s largest private investment platform. Our success has been largely due to the fact that we are totally independent of any corporate advisory, investment banking, consulting or financial services group. Companies who list with Wholesale Investor do so because they want to be connected directly to investors. Simple! We act as a business matching service as defined in class order CO 02/273. This makes us unique in that we can support advisors to help them promote their clients offers to a wider investment community. As well as private companies, Wholesale Investor also has started to list ASX listed (TFS Corporation) and Wholesale Investment funds (Microequities Microcap Fund, Winteray Limited). We have also had our first white label deal list which is being advised by DC Strategy.

Wholesale Investor in the media: Sky Business News Reuben Buchanan was interviewed on Sky Business by reporter Ky Chow on the 3rd July. The interview was about the findings of the Wholesale Investor National Survey. If you missed the interview, please go to www. wholesaleinvestor.com.au and click on MEDIA CENTRE Australian Financial Review We continue to promote our listings in the AFR each month. Keep an eye out for our next listing ad. Australian Anthill Magazine Three articles have appeared recently in Anthill Magazine. Log on to www.australiananthill.com and search for “Crisis creates once in a lifetime opportunity”; “High net worth individuals are looking to invest into private companies” and “How to raise private capital in turbulent markets”.

Media Partner and Event Sponsorship Wholesale Investor is proud to be a media partner, or sponsor for the following events: Trading & Investment Expo - Event Management International www.tradingandinvestingexpo.com.au 2009 Microcap Conference – Micro Equities www.microequities.com.au South Australian Resources Chinese Investment Expo 2009 – Apollo Global www.apolloglobal.com.au Assett Allocation Summit NZ 2009 Corporate Finance World 2009 www.terrapinn.com Alternative investment Summit 2009 Melbourne International Venture Capital Conference 2009 www.mivcc.net AustralAsian Cleantech Forum 2009 Cleantech Australia www.cleantechnology.com.au JV and Acquisition Workshop 2009 Tonkin Corporation www.tonkincorporation.com PitchClub www.pitchclub.com.au Rich Business Summit – Teldar Media www.teldar.com.au

Smart Company Reuben was interviewed by Amanda Gome regarding wholesale investor attitudes. To read the article, log on to www.smartcompany.com.au and search for “Finding the money”.

Domenic Carosa joins the board of Wholesale Investor We are proud to announce that entrepreneur Domenic Carosa has recently become a shareholder and Non-executive Director. Domenic is the founder and CEO of Dominet Digital Corporation, an investment group with a focus on Digital, Innovation and Investments. Prior to this he co-founded destra Corporation which listed on the ASX in May 2000. He became the youngest ASX CEO Australia at just age 25. destra became one of Australia’s largest digital media companies with annualised revenues over $100m in 2008 and included Lachlan Murdoch and Paul Ramsay as shareholders. Domenic, along with existing advisory board member Tim Trumper, will add significant value to Wholesale Investor.

We hope you enjoy this edition of Wholesale Investor. If you would like to: •• Promote your investment opportunity to over 4,000 wholesale investors •• Submit editorial content •• Give your feedback •• Establish a strategic alliance Please email us at editorial@wholesaleinvestor.com.au or phone our office on 1300 597 595 Regards,

Reuben Buchanan Buchanan

Steve Torso

Publisher Publisher

Managing Director

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Company Updates Funding for T-Stix Discussions continue with potential investors for extra funding for further development and expansion of the Tstix Company. The Tstix Company owns Patents and other intellectual property rights for Tstix® - the new micro-

First Wind Turbine in Tullamarine

perforated alternative to teabags. Tea is the biggest selling beverage in the

Hush Wind Power Limited is proud to announce the installation of its first 5.5m

world, second only to water, and Tstix® delivers tea in a new non-drip stylish

23kW Hush wind turbine at the Willoware factory in Tullamarine, Victoria. Hush

way, without the strings, tags and mess usually associated with teabag

would like to thank our partners in manufacturing and installing this turbine and

use.

especially our customer Willoware for their continued support of the advancement

Production of Tstix® has started in South Africa, and is due to start in India,

of the renewable energy industry in Australia.

with advanced discussions also in Indonesia, France, Britain and the USA.

The turbine was successfully installed on the 24th of June and is now awaiting

While the company should still be considered a start up, the company

connection with the grid by the relative authorities to start generating clean,

has a clear focus on both building a substantial business and establishing

renewable power.

the Tstix® brand on a global scale. For more information or a Information

Hush Wind Power is also pleased to be one of the first companies to be invited to supply products for testing to the National Small Wind Turbine Testing Centre

Memorandum contact geoff@tstix.com.au or wholesale Investor magazine. Disclosures apply.

at Murdoch University, WA. Hush Wind Power is also excited to inform potential investors that manufacturing of the first 1.5m units for residential installation has now started and first customer deliveries will begin in August, 2009. Hush has already taken confirmed orders and deposits on the 1.5m turbines and is experiencing very strong enquiry levels. The 5.5m unit is also being canvassed heavily for installation in many areas. Our development team is pursuing over ten major project opportunities for multiple 5.5m unit installations including local council projects and residential and industrial developments. Hush has made solid progress on engaging agents to install the 1.5m units and has a presence in nearly every state of Australia. Similarly Hush now has a capability to install their 5.5m unit across all of Australia.

Successful Capital Raising Completion Future Capital Development Fund successfully completed their capital raising at the start of 2009. Investors include notable high net worth investors, and successful entrepreneurs. Future Capital recently have signed a number of term sheets for potential investments (details to be released soon). This includes a company discovered through Wholesale Investor. To expand our operation, we held a series of successful meetings in the US and are now laying the foundations for a domain name fund. Dominet Digital Corporation (who is a major shareholder in Future Capital) recently acquired 199Bongo from ASX listed Commquest for $2.35m. The company is now working on a launch into the USA market.

New Software Application Global Emissions Management Solutions have just announced the release of their latest Global Emissions Manager Software application (GEMS). GEMS is a hosted Software as a Service (SAAS) model that simplifies the internal processes and resources required to maintain accurate and verifiable reporting of the carbon footprint of large, complex organizations. SaaS means that the up front costs are low, whilst ongoing service fees provide an on-going stream of revenue. What makes GEMS different is it design and ability to save time and cost. Being designed by carbon emissions experts and auditors means that its uniquely suited for the purpose of energy and carbon emissions reporting. It’s ability to electronically import data saves having to manually key in hundreds of invoices and production data each month. Flexible, easily customised reports are in place to meet compliance requirements. With access from around the world companies can use this one system for all their local, national and international reporting. Perhaps the most unique feature about GEMS is its ability to compare performance across all operations, facilities, plant and processes to identify areas were costs, emission, waste and energy savings can be made. This on its own, aside from all the other time and cost saving features makes it stand out from the crowd. Add to this the capability though a management module for consultants, facility managers and accountants to licence GEMS as a Service to their own client networks and that opens up a whole new market. For more information call 1300886567.

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Company Updates Low Carbon Cement Technologies

Sustainable Energy Australasia

Successful Oil Production in Texas

TFS CLOSES MIS FOLLOWING STRONG INVESTOR RESPONSE

Sustainable Energy Australasia Limited is happy to announce its first Commercial shipment of oil was removed last week from holding tanks adjacent to the Well ‘Shore 2C’, Brownwood County, West Texas. First revenue will be received mid July. This event marks the attainment of a tremendous achievement as the Company endeavours to develop substantial oil and gas assets in the US. In time our experience with this well and our 50% right to participate in new wells on the operators 1400 acres may provide opportunity to develop up to 20 further wells. The formation known as the Caddo Limestone has not been put into production in this field before. There is also good gas production, is hoped that as we gather further knowledge and develop the field there will be sufficient quantities of gas to justify piping and compression units being installed.

Sandalwood grower and processor, TFS Corporation (ASX:TFC), announced

For more information on our projects please go to:

on the 1st July 09 that the company had accepted applications for 675

www.seaustralasia.com.au

ACC Ecominerals is in early stage discussions with established cement companies in Europe and S E Asia regarding commercialization of the Company’s Low Carbon Cement technology.

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hectares in its 2009 Indian Sandalwood MIS Project which raised $51.1 million (GST inclusive). During a period of industry uncertainty, the 2009 project is a strong endorsement of TFS’s vertically integrated business model. TFS featured in the previous issue of Wholesale Investor. Following its recent joint venture agreement with Emirates Investment Group, TFS established the Beyond Carbon Trust (Beyond Carbon) to allow overseas institutional investors the opportunity to purchase Indian Sandalwood plantations managed by TFS. TFS is pleased to advise that Beyond Carbon has received applications for 350 hectares of Indian Sandalwood plantations amounting to an investment of $35m. This is a significant development for TFS and represents the first investment by non-MIS investors into Indian Sandalwood plantations managed by TFS.

Pallane Medical $15m capital raising to sell world’s most accurate test for viral infections Invention by Melbourne virologist able to replicate and detect swine flu or any other virus within 24 hours Pallane Medical Pty Ltd through its merger with Dia-B Tech Ltd (ASX:DIA) announced on February 12, 2009, has lodged a prospectus with the ASX and ASIC to raise up to $15 million. The capital raising is conditional upon Dia-B Tech shareholder approval of the merger with Pallane Medical. The funds will be used for worldwide commercialisation of the RETCIFTM (Rapid Enhanced Tissue Culture ImmunoFlourescence) test that can identify viruses more accurately and quickly than current tests on the market.managed by TFS.

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Angel Investing Hits A Tipping Point By Dr. Tom McKaskill – World Renouned Author & Member of the Gold Coast Angels

Now is an ideal time to start investing in high growth potential emerging businesses. They also get to mix with like minded people, have the opportunity of assisting young entrepreneurs and generally get a better return on their funds than most other classes of investment. Historically, angel investing has been limited to family and friends, a few very experienced Angel investors and a small number of established wealthy families. While there have always been a relatively large pool of high net worth individuals, most were unwilling to publically announce that they were looking for investment opportunities or had little knowledge of how to evaluate and manage such investments. This situation has changed dramatically in the last few years. Probably the greatest contributor to the significant increase in the number of active Angels and the amount of Angel investment has been the development of Angel Groups. Angel Groups are a formal gathering of Angel investors who source, evaluate, invest and manage their private equity investment together. Most have a public face, say through a web site, and a Group administrator to allow members to keep their investing private. Their public presence allows them to reach out more effectively to entrepreneurs and also to provide better information about what deals they would entertain. Another major impact has been in the availability of information on Angel investing processes and about how Angel Groups are structured and managed. There is now a wide range of books on Angel investing and there are numerous web sites where Angels can access information on every aspect of the investment process. Over the last few years we have also seen the formation of national Angel associations, like our own Australian Association of Angel Investors (www.aaai.net.au). These associations are assisting new groups to be formed, providing coaching for their members and arranging for education sessions to educate them in the investment processes. Angel Associations across the globe are sharing knowledge and developing codes of best practice to assist their members to be more effective. We are also seeing, perhaps for the first time in Australia and New Zealand, a greater number of Angel investments which are being sourced across multiple Angel Groups allowing the members to participate in a larger number of deals and for the investment value to be considerably greater.

Any high net worth individual who wants to diversify their investments will find Angel investing an attractive alternative to investing in the public equities market. The increase in the contribution of Angel financing to private company funding also comes at a time when we have a much greater understanding of the contributors to business growth. While there has always been an element of luck in business success, there is now a significant body of research and literature available to the Angel investor to enable them to choose their investment more scientifically and to manage those more effectively. We also now accept that the purpose of Angel investing is not just to assist an entrepreneur to grow a business. The key objective of the investment must be to achieve a good return on the funds employed and this is only achieved through an effective harvesting event, whether this is via an initial public offering or a trade sale. By ensuring that the exit is foremost in the investment criteria, Angels are now getting into

deals which have lower execution risk, shorter investment timescales and better returns. Like any other professional activity, Angel investing has come of age. Angel Groups have allowed many more high net worth individuals to participate in Angel investing by taking away the need for a single individual to do everything and know everything. Across a diversity of members, the Angel Group can now find a member with knowledge and experience of almost every business sector and every aspect of the investing process, whether this be due diligence, patent expertise, legal knowledge of investment agreements or an understanding of effective governance. Such a sharing of work and knowledge allows many more people to participate. Governments are also playing a more active part in fostering Angel Investing. There are now many initiatives being taken at the local, state and federal levels to support Angel Groups and to develop policies which allow the Angels to be more effective at assisting emerging companies. Many local authorities now provide introductions to Angel groups and host events where Angels provide advice to early stage entrepreneurs. Australia is currently experiencing a tipping point in Angel investing. The combination of Angel Group activity, better knowledge and institutional support has created a much more attractive environment for high net worth individuals to participate in Angel investing. When you know that you can choose your level of involvement, take your time to better understand how the investing process works and have knowledgeable people supporting you through the activity, Angel investing as a wealth creation process becomes very attractive. At the same time there are considerable social benefits from interacting with like minded people. In this changed environment we could easily see a 5 times increase in Angel investing in Australia over the next several years.

Download Dr. Tom McKaskill’s free e-book titled : “An introduction to Angel Investing” from the Wholesale Investor Media Centre.

Dr Tom McKaskill was the Richard Pratt Professor of Entrepreneurship, Australian Graduate School of Entrepreneurship, Swinburne University of Technology, Melbourne, Australia. He has taught at universities in the USA, Australia, New Zealand, and the UK, and completed his academic qualifications in Australia and the London Business School. www.tommckaskill.com

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AVCAL Deal Metrics Survey By Australian Private Equity and Venture Capital Association

In July 2008, AVCAL commissioned Crescendo Partners to survey its members and build a knowledge base of venture capital (VC) and private equity (PE) transactions during FY2005 – FY2008. The survey, which covered 220 transactions with total enterprise value (EV) in excess of $23.5b identified the strong growth in PE transactions in the Australian market, but also highlighted the start of the decline in deal activity which has continued over the last 9 months, driven by the global economic crisis. The survey period corresponds with the ‘coming of age’ of PE as a significant investment class in Australia – a record number of PE buy-outs and increasing deal sizes – highlighted by the high profile acquisitions and bids for Channel Nine, Channel Seven, Coles and Qantas. Looking back on this period, what can be learned in terms of deal size and structure, and looking forward how will the Australian VC and PE landscape be altered in light of the changed economic conditions? Despite the high profile and public attention given to the PE buy-out model, the average EV across the period was $114m with a manageable debt to EBITDA ratio of 3.8. Furthermore, PE activity accounted for only 4% of all Australian M&A activity in 2007, significantly below the 31% and 21% experienced in the US and the UK respectively.

Private equity deal metrics 336 PE deals were completed across the survey period, reaching ~100 transactions per annum in FY06 and FY07. Aggregate transaction size peaked in FY07 with an EV of $229m. Despite higher multiples being paid over this period, average EV reflects the focus of the majority of Australian PE funds on small and medium sized businesses. In addition, 60% of the FY08 deals were actually completed in calendar year 2007, which is consistent with the timing of the tightening of debt availability. Despite the strength of the Australian M&A market and intense competition for assets over the survey period, the average EBITDA multiple paid on entry remained within the traditional target range for PE funds, between 6x – 7x. The average transaction debt multiple (debt to EBITDA ratio) peaked in late 2006 at 4.4x. Moving forward, it appears that funding is likely to be mainly available at lower debt multiples of 2.0 – 2.5 x EBITDA.

VC deal metrics VC activity peaked in early FY08 with 129 transactions. This asset class experienced a significant spike in new funds invested in FY07 which held more or less constant into early FY08. As with PE, VC activity has fallen significantly from the start of 2008. Historically, VC activity has been supported by government funding which has also attracted funding from the private sector. However the loss of the government approved funding through the Commercial Ready Grants is resulting in an investment shortfall in this asset class. The life sciences sector, unsurprisingly, attracts 60% of VC investment, and accounts for approximately half of all VC-related transactions. However, recent anecdotal evidence suggests that the quantum of VC investment in life sciences is currently on the decline. Short-term economic pressures in this sector are resulting in reduced R&D spend, which is consequently impacting new product development and the availability of clinical trials.

Opportunities still remain The new economic environment has created a number of challenges for VC and PE funds, as well as for the broader commercial sector (reduced growth, higher cost of debt). Despite the lull in deals over the last 12 months, many Australian PE funds remain well capitalised. While the macro-economic future remains uncertain, the fundamentals of the Australian industry remain sound with a strong deal pipeline and an established PE industry (both locally and internationally). As a result we anticipate a return to growth in deal volumes and expect increasing deal flow as the economy recovers. To download the full survey, go to www.wholesaleinvestor.com.au and click on Media Centre. For more information, please visit www.avcal.com.au ------------------------------------------------------------------------------The survey received responses from 70% of AVCAL members. FY09 transaction data has been compiled by Crescendo Partners from publicly available information.

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Q&A With The CSIRO Interview by Steve Torso - Wholesale Investor

About CSIRO: Formed in 1926 and employing around 6500 staff, the Commonwealth Scientific and Industrial Research Organisation (CSIRO) has become Australia’s premier research organisation, with an extensive track-record of breakthrough technologies. With more than 160 existing companies founded through CSIRO technology and many others utilising CSIRO innovations, CSIRO has become one of the largest and most diverse research agencies in the world. Interview below with: Karl Rodrigues, Investment Portfolio Manager, CSIRO Business Services

Q1: What is the CSIRO Portfolio? A1: The portfolio is exactly that, our portfolio of companies in which we have an equity interest. It includes listed stocks, unlisted companies in varying stages of commercialisation and special purpose vehicles which are not directly about commercialisation per se, although they need to be managed and monitored in exactly the same way. We currently have about 50 of these companies in the portfolio with a total value of approximately AUD$75 million. These companies are spread across all sectors, including but not limited to: biotechnology, medical devices, information technology, materials, agriculture, construction, manufacturing, and sustainable energy. It really is a remarkable science-based portfolio.

Q4: Interesting you mention an ‘exit’ … do you make a fabulous return? A4: Well, we’re not your typical ‘financial’ investor who expects the traditional IRR and we’re not your typical ‘strategic’ investor who is looking for both technology leverage and financial return. We commercialise to ‘get the technology out there’ to create impact for Australia. While we expect, and indeed our co-investors very much insist on, a financial return, our exits are not driven by particular thresholds or return metrics. We believe that the market will ultimately be the deciding factor in the return and obviously the better the technology and application, the more benefit there is to Australia and of course, the higher the return! As mentioned, the returns to CSIRO are injected straight into more excellent research!

Q5: How have you compared to other Venture Capital portfolios? A5: Firstly, we focus on the early stage, i.e. right from when the technology leaves the labs, which is a high risk environment. Although, having said that, we have fared rather well. The most recent VC statistics indicate that early stage venture capital as an investment asset class returned on average a negative IRR throughout the last 10 years. The analysis we have performed on the CSIRO portfolio as of last year, indicated an IRR of 10.1% –- a really great result. We’ve had some fantastic wins lately, for example, Carbon Energy acquired CSIRO Underground Coal Gasification company; Pfizer acquired Catapult Genetics; Biota, which we’ve recently exited, is going from strength-to-strength on the back of Relenza. As for ‘building’ the portfolio, we have in past years typically spun-out two to four a year. Obviously, from both a return and activity perspective, this year is going to be very interesting for everyone!

Q2: Why do you have a Portfolio? A2: As you can imagine, there are many ways to transfer technology out of a research institution into the commercial market. Apart from direct research on behalf of the nation or specific clients, we can licence our intellectual property or a company can be created to ‘commercialise’ the technology. We create these companies if we believe that a company is the best way to ‘get the technology out there’. That is, with excellent executives, relevant investors, appropriate capital and innovative intellectual property…that’s where we come in of course…these companies can grow and address markets much more rapidly and effectively than we can. In these cases, it is not only more appropriate that a company has a life of its own, it’s also a very smart way to align a technology with market demands. As we have a number of start-ups, we have a specialist equity and investment group to manage these in a consistent way regarding governance, monitoring, analysis, relationships and support very much like you would expect a venture capitalist to manage their ‘portfolio’.

Q3: Why do you own listed stocks? A3: These listed companies will have acquired our technology either directly or through one of our start-ups in return for scrip, or on of our startups will have managed to successfully IPO. Either way, there is a direct transfer path you can trace back into our labs. Once we have holdings in listed entities we are bound by normal trade escrow regulations, although we will exit throughout time working with the company to sell down in a responsible manner. Obviously, where we cannot add further value through projects or research, then we seek to realise these investments to put the money back into research. We are quite open that we are not a long term holder of listed stock.

Q6: How has CSIRO’s portfolio weathered the financial storm? A6: Pretty much as expected. Those of our companies who have gone out for capital this year have had a hard time. Valuations are also down. Sales pipelines and revenues have had to be revised, as business consumption has either contracted or been cautious – although the companies are doing as well as everyone else. There is a lot of support and collaboration amongst all of our early stage companies and we’re helping them any way we can.

Q7: Given the state of the current global markets, what do you think the future holds? A7: Actually, all things considered, quite positive! CSIRO is working on some truly world changing science. Our start-ups are based on solid intellectual property. Our commercial managers are actively working up and building the pipeline to transfer these technologies to the commercial market. Even with the current market conditions, there will always be a need for innovative start-up companies and solutions. Indeed, the current market is driving the necessity for companies to adopt more efficient solutions to assist with their own operational requirements or a more differentiated product set. The world is actively looking for innovation that can be applied which addresses major production, material or climate issues to name a few. Yes, the markets are tough now, but this will pass. I can only believe that, while the financial markets are settling themselves, if CSIRO continues to actively commercialise where we can, to fuel the entrepreneurial start-up engines we help to create with innovative worldclass science, then this can only ultimately result in significant benefit to Australia. Contact: angele.bouchet@csiro.com.au

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Buying Distressed Assets

may save troubled businesses By David Kenney - Hall Chadwick

Distressed asset sales could become the saviour of many Australian businesses. In the right circumstances these sales can present an ideal investment opportunity for astute investors and assist troubled businesses, at the height of the current economic downturn. With the number of Australian companies entering into administration now at a staggering 8,300 at the end of 2008, these sales could be the way to go for many troubled companies. Distressed assets could be the ideal solution, especially where distressed investors have the ability to provide much needed capital to allow the restructure to take place. Essentially distressed assets are assets sold by businesses which, for various reasons, are no longer financially viable for a company to maintain. In recent times, distressed asset sales in Australia have occurred across a range of sectors including property, banking and commodities. Distressed asset sales are of interest to private equity buyers, corporate buyers, hedge fund managers and occasionally other competitors in the market.

But while buying these distressed assets may appear to be an attractive opportunity for some, buyers do need to do their homework. For example, while there appears to be an increase in distressed mortgage sales in parts of Western Sydney, investors should be wary of jumping in to buy these types of properties, particularly if they have little knowledge of the area or information about prospective property market values. It could be the case that the bargain property you bought at a foreclosure sale was at the high end of the market and property prices will continue to decrease due to other property foreclosure sales in the same area also taking place at a later point in time. Of course, people could go wrong with distressed assets, but a private investor could perhaps mitigate some of the risk by acquiring units or shares in a fund manager geared towards the acquisition of distressed assets. In other cases, detailed financial analysis and due diligence should take place before acquiring these assets. So investors do need to be careful. The best way to mitigate risk is to consult an advisor who can assist in determining the best discounted price of the distressed assets and also calculate the future returns on the investment.

The popularity of these assets is increasing and there are more of them around now than even a year ago, particularly given the spike in insolvency appointments which rose by more than 6% to 12,770. As the outlook for the Australian economy remains one of deep uncertainty, distressed asset sales will continue to increase in the financial sector, property market and commodities industry, which remain vulnerable to the effects of the global financial crisis. The global economic downturn is without a doubt a key driver of distressed asset sales and these sales could continue to rise should economic conditions worsen.

David Kenney is a Partner in charge of Corporate Services, with Hall Chadwick Accountants and Business Advisers, Sydney. Working since 1986 in both medium sized and Big 5 Chartered Accounting firms, David provides the firm with all round skills in the areas of audit and taxation.

Distressed debt could stabilize financial markets by allowing banks to release previously dedicated capital tied up in non performing loans, which then becomes available to lend to productive businesses creating a multiplier effect of money in the economy. The sale of distressed assets would be of benefit to various parties including the owners of the business, management, and other key stakeholders, as it would free up balance sheets that may be currently compromised by distressed assets. At the same time, distressed asset sales could provide opportunities to investors to buy assets at substantially discounted prices, particularly where the financial circumstances of the business requires a quick fix sale. Often the ideal purchaser will be overseas and finding the right buyer can even deliver value where that buyer will pay you for their synergies in the acquisition. It is worthwhile noting that whilst the M&A market fell for the second half of 2008 with only AUD$57 billion worth of transactions, down by 10% from the first half of 2008, it may be that an increase in M&A activity will be supported by an increase in distressed asset sales in a number of sectors.

David Kenney

www.hallchadwick.com.au

A regular presenter of business and taxation seminars both in-house and as a guest speaker at the State Chamber of Commerce, David has led small business workshops for a number of years. Hall Chadwick is one of the largest and most experienced accounting groups in Australia, servicing clients in major capital cities and many regional centres in Australia. Nationally, Hall Chadwick is an association of independent firms that can combine the experience and skills of many partners and staff.

Already the number of corporate distressed asset sales, particularly those in the financial services industry, are increasing. Companies such as Allco and Babcock & Brown have undergone significant restructures, and forced asset sales are also occurring in the property industry due to the high levels of gearing and falling property prices. For example, Brisbane based investor Cromwell Group recently announced its $166 million purchase of the Tuggeranong Office Park in Canberra from the Federal Government.

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Controlling Structuring Risk For Business Angels

Attracting The Brains Trust To Your Business

By Andrew Ireland and James Millea - Argyle Lawyers

By Karen Jenkin - Six Figures

Business angels investing in private companies is typically a high risk undertaking. Apart from needing to assess the opportunity of the underlying enterprise or product range, the opportunity for its growth, the calibre of the executive personnel involved, the integrity of the information management within the enterprise and the future anticipated financial and participation involvement required, the business angel also needs to assess the structuring issues. All these make for a complex matrix of risk assessment, whereby more opportunities are passed over than pursued.

There is no doubt that companies large and small are currently facing significant challenges. In a 2008 global study by IBM “The Enterprise of the Future”, CEOs and business leaders reported that the rate of change organizations are experiencing is ever increasing and many are struggling to keep up. Some of the approaches being used by outperforming companies to address (and preferably anticipate) these challenges are complex and bold, such as reinventing and disrupting business models, innovating aggressively, partnering more extensively and collaborating with customers. With these demands occurring on a global stage, positioning a company effectively does not necessarily have to lie with the Executive and Management team alone. A Board (whether an Advisory Board or Board of Directors) is a good way of bringing in expertise to assist a growth company, providing additional knowledge based on their differing experiences and perspectives.

Assuming the business opportunity being assessed passes most of the preliminary criteria set by the business angel for serious contemplation, then the angel must address structuring risk. A private company is very different to a public listed company which usually attracts passive shareholder investors who typically rely on boardroom accountability, a strong executive, a rigorous related party protocol, takeover protection provisions, 15%+ threshold for equity raising protection, alignment of shareholders interest, significant information disclosure, a recognized dividend policy and market quoted securities (which reflect the market’s assessment of the above criteria at the same time as valuing the underlying enterprise business). Business angels must ensure that they build into an investment in a business opportunity arrangements which address their structuring risk. Although it will be different for each business opportunity having regard to various matters including the corporate structure already in place, the development stage of the enterprise, the time horizon for exit and the like, the most pragmatic form of managing structuring risk is by way of a shareholders agreement. The purpose of a shareholders agreement is to tailor and marry the business angel(s) requirements with those of the business owners. In reality a shareholders agreement addresses what would otherwise be potentially the application of prejudicial terms of the Corporations Act or the constitution of the corporate entity. Typically, a shareholders agreement would contemplate various matters including board composition, shareholders rights to appoint directors, chairperson’s role, matters requiring board approval, principle objects and business plans, policies management control and procedures, related party transaction protocols, information rights, matters requiring member approval or special approval, deadlock provisions, pre-emption rights, tag and drag along rights, dispute resolution provisions and amendment rights. By prudently addressing structuring risk both the business angel and the business owner can focus on the more challenging and more interesting objective of creating wealth and maximizing returns from the business enterprise. If they do not properly address structuring risk, they may be continuously looking over their shoulders and waste energy and focus on structural protection issues. www.argylelawyers.com.au

Typically, those people seeking Board positions alongside the usual suspects of investors and venture capitalists are former and current CEOs and executives. Just as VCs and shareholders bring more than money to a growing company, so do seasoned executives. The reasons executives become involved in a growth company as Directors and Advisors are many and varied, however they mainly focus around three key themes: their interest in contributing to the success of the business (based on their past experience and/or specific expertise), the opportunity to work with the Executive team and other Board members, and the capacity for them to develop personally in the role. Remuneration considerations tend to be secondary, though it is expected that some reward for effort is given in return for their expected time and commitment; whether comprised of Board sitting fees, equity/options or even performance-based pay (as Coca-Cola introduced for its Directors). Some prospective Board members of small growth companies start out mentoring the Executive team or the Board members, which can then progress to an Advisory Board or Board of Directors position. Others determine upfront the optimal “win-win” for both the company and experienced executive. Ultimately, the company (and executive) need to determine how best to deploy their skills and experience, and prospective Board members assess the level of time commitment and responsibility/risk they’re willing to take on whilst building up confidence that the company values financial control and compliance through doing their own due diligence. Even though Directors are predicted to be the scarcest talent to find in the Asia Pacific region during 2009, at Six Figures we have seen a staggering interest in Director and Advisory positions from our members. Karen Jenkin is co-founder and Executive Director of Six Figures, an Executive Jobs, News and Services site that caters to people earning six-figure salaries across all industries and professions. www.sixfigures.com.au

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Taking the Reins - The risks and rewards of

A Management Buyout By Manda Trautwein & Byron Vandepeear - William Buck

For most managers, conducting a Management Buyout (MBO) can be a life changing experience. An MBO offers the management team (either as a whole or a few individuals) an opportunity to purchase the business from its current shareholders, usually with the backing of a private equity fund. The transaction allows the individuals involved to enjoy a significant stake in their own business and be given the opportunity to “run the show”. Numerous high profile stories have drawn attention to the potential rewards of a successful MBO. Among such stories is that of Olex Cables which was purchased from its previous owners Pacific Dunlop Limited in 1999 by its management team. Seven years later, the business was sold in a private trade sale realising an internal rate of return of 20% or 3.5 times the initial investment.

Additionally, a separate committee (excluding those directors embarking on the MBO) should be set up to make all decisions in relation to the transaction. Funding The majority of MBO’s are backed by private equity firms and are gaining frequency within Australia. According to Thomson Reuters and the Australian Private Equity and Venture Capital Associated Limited (AVCAL) the value of capital raised and committed to MBO’s within Australia has grown rapidly over recent years as shown in the chart below:

Recognising an MBO Opportunity Notwithstanding the potential monetary gains highlighted in the media, there are many other circumstances in which an MBO may be appealing. The opportunity to take the reins may be particularly attractive to managers of businesses in which the current owners have lost interest and the business is in a state of stasis, as is often be the case for the directors of a subsidiary business. Where the operations of the business do not fall within the core focus of the parent company subsidiary directors may feel disillusioned as funds are directed to other areas within the group and their business is left to take a back seat. By conducting an MBO, the directors are able to separate the business from the core operations and steer it towards growth. Executives of small publicly listed companies may also wish to undertake an MBO. By taking the business private, the executives may have the opportunity to focus on its fundamentals without the added pressure of shareholder scrutiny and disclosure requirements. For many private companies, on the other hand, an MBO can prove to be an ideal tool for business succession. The transaction can provide a vehicle for the current owner to hand down the business to a deserving management team. Furthermore, an MBO can be an effective exit strategy. While a competitive trade sale can increase tension and maximise the sale price it can also taint the business as information is required to be disclosed to interested parties; often the business’ direct competitors. An MBO, therefore, may be used to protect the reputation of a business. While there are potential benefits of an MBO it is important to note that the process can be very time consuming and stressful. A typical MBO will take between three and six months to complete but can take much longer. During this time, the management team is likely to be distracted from the day to day running of the business. Additionally, MBO managers are required to “put some skin in the game” by making a significant investment of their own personal wealth which is unlikely to be realised for at least three to five years, thus requiring a strong commitment. Recognising and addressing areas of conflict As soon as the management team has made the decision to embark on an MBO it is vitally important that the current owners are approached in relation to the transaction; failure to do so may result in a conflict of interest. Embarking on an MBO or disclosing information to a private equity firm may jeopardise the directors’ duty of care to the company’s shareholders or result in a breach of the managers’ employment contract.

Source: Thomson Reuters and the Australian Private Equity and Venture Capital Associated Limited (AVCAL) Yearbook 2008

While there has been a drop in the value of capital committed to MBO’s between 2007 and 2008, it should be noted that there has been a fall in private equity funding across all investment stages during this period which may in part be attributed to the recent global economic climate. Private equity firms are generally very stringent about the investments that they make and a solid business plan with achievable forecasts is a necessity when approaching any firm. Similarly, it is essential for the management team to be particular in its choice of private equity firm; both parties should share the same goals and objectives. This is especially important in relation to the eventual exit strategy which may include a private trade sale, a secondary buy out or a stock exchange listing. Timing is also important, generally speaking a private equity firm will wish to realise its investment in three to five years. Embarking on an MBO with a private equity firm is the start of a new partnership. As renowned corporate finance writer J.Kelly once said: There are only four ways for a venture capitalist to exit a deal: IPO, M&A, redemption or bankruptcy. You can divorce your wife but you can’t divorce us. The role of the advisors will be manifold, from conducting a feasibility study and helping to prepare the business plan to securing funding from private equity firms assisting in final negotiations. By Manda Trautwein and Jonathan Hickey. Manda is a Director and Jonathan is a Manager of Corporate Advisory Services at William Buck, a firm of business advisors and chartered accountants. For more information, please call William Buck on (02) 8263 4000 or visit www.williambuck.com.au

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Company Name Sector Yr established Business stage Location Seeking

Board & Management:

Broome Hovercraft State, national & international tourists 1999 Expansion Broome, Western Australia Strategic partner or outright buyer

Roger Colless - Sole Director Roger is a qualified aircraft engineer with 20 years in the RAN Fleet Air Arm; ten years in offshore oil and gas management; ten years in design engineering and project management before starting in the tourism industry. He is now a qualified hovercraft master who can train and endorse all hovercraft pilots.

Executive Summary • BH provides adventure tours around Roebuck Bay with Scenic & Historic tours, Sunset Cocktail tours, WW2 Flying Boat Wrecks tours and Charters.

• Pre & post conference tours and activities, company incentive seminars, wedding ceremonies and soon, ferry trips to other remote locations north & south of Broome with the new, bigger hovercraft.

Corporate Structure

• The company structure is flexible and can be discussed with investor to suit • Currently an unlisted Pty Ltd company though could become a public company with Australia wide expansion program.

• The Hoverport is also set up for food and beverage service, the licences for which are close to approval.

Competitive Advantages • Hovercraft tours in Australia have no direct competitors • Prices kept higher than the rest of the field; people pay for quality • Hovercraft can go where no boat or land vehicle can travel

Exit Strategy

• Investor can exit by selling his shareholding, either to the current owner or to a third party partner. • Looking at 5-10 years time frame, with agreed options. • The ultimate exit is a sale of the business, or geographic portions

• Currently we are turning many people away due to lack of seats • New hovercraft can operate on higher tides thus increasing numbers of tours each day and to other coastal attractions. • Broome Hovercraft has an unblemished record for safe operations

Key Investment Highlights • The investor will be entering a unique and exciting business which currently is the only commercial hovercraft operator in the southern hemisphere. • The returns for the investor are excellent, particularly with the intended expansion program almost doubling the gross income. • The hovercraft is one of the most popular tours in Broome. • Almost 100% of creditors pay out within 30 days, with 60% prior to the tours and tour agents guaranteeing payment. • Within the specified parameters, hovercrafts are very safe and smooth in operation, giving an exciting amphibious tour over the tidal flats and the sea. • 500% increase in return over the first six years of operation. • Broome is a booming tourist, natural resource and pearling town • Partnership already started for operation along the Tamar River in Launceston, and likely development in Hervey bay, QLD

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

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

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Company Name Sector Yr established Business stage Location Seeking

Speciality Entertainment Pty Ltd Leisure & Entertainment 2004 Early Stage/Expansion Sydney Australia Capital Raising

Executive Summary Speciality Entertainment™ is Australia’s largest supplier of Licensed inflatable’s with over thirty franchise locations across Australia and New Zealand. The company has secured exclusive licenses to the worlds largest brands including The Wiggles, Marvel Comics, Hi-5 Bratz, Barbie, Thomas the Tank Engine and the National Rugby League (NRL). Speciality Entertainment™ leverages off the millions of dollars invested in these well known brands. The success of the companies franchising model has provided a number of unique opportunities with the company planning to expand its operations in Western Sydney to include the development of a 50 Acre site into a Family Fun Park with substantial returns forecasted for investors.

Competitive Advantages

Board & Management: Craig Caruana - Managing Director Craig has been involved with the management of franchise companies for over 10 Years. Craig is the President of the Australian Amusement Association. Grant McFadden - Director Of Operations Over 15 years experience in site management and training and is the leading consultant to installations For Freestyle Slides Inc (USA).

Corporate Structure: Speciality Entertainment Pty Ltd is a Privately owned Company.

Exit Strategy Speciality Entertainment is ideally suited to being purchased by a larger Entertainment and Leisure operation looking to expand their operations into new lucrative markets within the next three years.

• Well established company with growing profile with 40 Franchised locations, 300 Corporate clients and 5000 birthday parties every year. • Experienced management team within the Amusement and Leisure Industry. • Proven business model with low risks and provides for multiple revenue streams • Exclusive rights to world leading brands, including Spiderman, The Wiggles, Marvel Comics and the National Rugby League • Demand for Products and Services within Region with no competitors

Key Investment Highlights • Averaged over 50% compound annual revenue growth since 2004 • Scalable infrastructure and business systems to allow for strong growth. • International Expansion, Merchandise sales, Catering and new brands provide additional revenue opportunities • Revenue projected to grow at over 45% over the next 3 years • 50 Acre site in which to develop a large scale Family Fun Park

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 Speciality Entertainment.

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Company Name Sector Yr established Business stage Location Seeking

Viva Properties Real Estate 2001 Expansion Melbourne, Australia Capital Raising and JV Projects

Executive Summary Viva Properties Pty Ltd (“Viva”) is a niche property development company specialising in the development and construction of affordable housing in Australia. It has developed IP and methodologies specifically to procure and manage the entire supply chain to operate profitably in the affordable property market segment. Viva recently secured tenders and partnering arrangements with the public sector and is currently a major supplier of affordable housing for the Tasmanian State Government and is a recognized expert in this property market segment. Viva is seeking to expand via joint venture arrangements or equity funding initiatives. As part of its expansion plans, Viva has launched a special purpose vehicle (National Affordable Properties Ltd) to raise funds for a 75 residential unit development.

Competitive Advantages • Viva has existing key relationships with government bodies in the affordable housing space • Established player in the market - Viva has been developing affordable properties for over 8 years and has a successful track history • Increasing body of intellectual property in this market niche • Extensive due diligence carried out on Viva’s methodologies and systems as part of public tenders and prospectus reviews • Proven history of profitable project delivery

Key Investment Highlights

Board & Management: Michael Ta – Executive Director BCom , Barts, MasBusSys, Dip. Financial Services (PS146 Compliant), licensed Real Estate Agent (VIC, NSW, TAS). 10 years of Project Management and I.T. experience. 8 years experience in Real Estate - specialist in affordable residential housing development. Greg Rips – Executive Director Dip. Building Technologies 17 years in business, and over 8 years experience in real estate - specialist in affordable residential housing development.

Corporate Structure • Viva Properties Pty Ltd is a private company. It owns a portfolio of residential property projects a large portion of which have pre-leasing arrangements with the public sector. • National Affordable Properties Ltd is an unlisted public company.

Exit Strategy • Investors in National Affordable Properties Ltd will receive their initial investment back (via a buy back of pre-shares) and profit distributions from the project at completion. • Viva Properties Pty Ltd is open to discussion with interested parties relating to wrapping projects in its portfolio into fund raising structures, which can include listed public offerings.

• Project is underpinned by 50% of the dwellings in the development being set aside to be leased to the Tasmanian State Government • Existing high demand for affordable housing in Hobart • Target project duration is 2 to 3 years • 50% of net profit from the project will be distributed to investors on a pro rata basis at completion • Vendor is an owner of other sites in the region • Vendor terms are available and are flexible

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 Viva Properties.

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Company Name Sector Yr established Business stage Location Opportunity

Withheld Food Manufacturing & Retail 2003 Expansion and pre-IPO Australia Capital Raising

Board & Management: Professional board structure has evolved in the company over the past two years to provide the necessary governance and direction for the business. Expertise • Food Manufacturing • Financial • Retail • Strategic

Executive Summary • This is an exciting opportunity to invest in an established market leader in the food manufacturing and retail sectors in Australia. The business model is vertically integrated with ‘branded retail locations’ and food manufacturing to supply the retail locations. • The business has recently built a new manufacturing infrastructure that can support a 500% increase in group revenue across Australia by supplying retail and wholesale locations from one manufacturing plant. • The growth capital will be applied to scale the wholesale and retail distribution across Australia over the next 2-3 years as a precursor to broader international expansion.

Corporate Structure

The business operates under a series of private Australian companies.

Exit Strategy

The business has the options of IPO, private sale and international expansion as potential exit strategy within the next 3-4 years.

Competitive Advantages • Largest retail network in its sector in Australia with an end game of 150+ stores and significant wholesale distribution planned • The only business in the sector to have a centralised manufacturing model capable of supplying fresh to all Australian retail locations • A retail store model that generates above industry average returns • Significant gross margin advantages due to less capital intensive vertically integrated business model • DC Strategy input as the region’s leading specialist consulting and legal firm that have developed the networks and brands of many of the region’s most successful businesses such as Boost Juice, Pandora, Flight Centre, OPSM, and Gizmo.

Key Investment Highlights • Proven business with $2million EBIT+ position where scale in distribution will lift profits into the $4million+ within 2-3 years • Founding family committed to the business and key driver of the success • National expansion in Australia provides serious scale in the profitability without being capital intensive • International expansion is planned in a 3-5 year timeline • Wholesale distribution is a significant expansion opportunity that has yet to be commenced but could double the turnover of the business • The business has experienced management and stakeholders that have the capability and track record of scaling nationally and internationally.

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 DC Strategy.

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Company Name Sector Yr established Business stage Location Opportunity

Withheld Pharmacy Retail & Healthcare 2006 Early stage Australia Capital Raising

Executive Summary • The Pharmacy and health care sectors in Australia are set for significant change in the next 5 years. This business has completely reinvented the approach to pharmaceutical and healthcare retailing which has resulted in significant changes to store design, location and retail approach which has created profit results considerably above the industry average. • With a string of awards and exceptional consumer and pharmacist interest the business has planned for national expansion to take full advantage of the forthcoming industry changes and the absence of a strong brand in the industry.

Corporate Structure

Private Australian company.

Exit Strategy

The business has the options of IPO and private sale within the next 3-4 years and international expansion with 4-6 years.

Competitive Advantages • A fresh, exciting and award winning approach to an old established sector with the opportunity for a national footprint of 200+ locations • Existing sales results prove the early impact and sustainability of the business model and innovative approach • The change in demographic over the next 5-10 years will result in significant growth in the sector against any historical benchmarks • Proven business model that has been replicated on multiple occasions successfully • Significant interest from landlords and pharmacists • DC Strategy input as the region’s leading specialist consulting and legal firm that have developed the networks and brands of many of the region’s most successful businesses such as Boost Juice, Pandora, Flight Centre, OPSM, and Gizmo.

Key Investment Highlights • Seeking $1million equity capital to expand the network using a combination of franchised and company operated locations in both greenfield and conversion of existing operator scenarios. • An exceptional opportunity to be involved in a proven business model and network that have scale in a stable growth sector • The Healthcare sector is forecast to experience a significant uplift in growth over the next 5-10 years • Existing results have proven the innovative and fresh approach achieve above industry returns that will only scale as the network grows • DC Strategy input with a proven track record of building national and international networks • Award winning founder committed to the future growth of the business • National expansion focused over the next 3-4 years prior to an international expansion to take advantage of the international growth in healthcare

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 DC Strategy.

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Company Name Sector Yr established Business stage Location Seeking

Pacific Island Aquaculture Fish Farming 2009 Seed/Early Stage QLD Australia / Fiji Capital Raising

Executive Summary PIA Fiji Aquaculture is a company that will be breeding the Mahi Mahi fish in the tropical waters of the Fiji waters utilizing the proven sea cage methods of the tuna industry, with modifications to suit the Mahi Mahi Fish. We have been in negotiations with the Fiji government, councils and Island Chiefs for the last 4 years and have secured water rights for the sea cages, full access to the processing plants and land for the development of the hatchery, and the south pacific bait license.

Competitive Advantages

Board & Management: CEO, Malcolm Garbutt. 20 Years experience in successful startups from IT to Boating and Marine. Executive Director, Rick Hewson. Over 20 years experience in Fish farming and aquaculture. Was on an advisory committee to Great Barrier Reef Marina Park Authorities and QLD fisheries aquaculture projects. Master 2 shipping Captain Jovesa Korovulavula Executive Director of Fiji Fisheries, 20 Years experience with Aquaculture.

Corporate Structure Public Unlisted Company

Exit Strategy

• Planned exit strategy will be trade sale, company buyback of shares or IPO • Estimate exit time will be 3-5 years

• Full support of the Fiji Government and related fisheries. • Mahi Mahi Fish produce up to 80,000 eggs every full moon. • Massive demand for high omega 3 fish products. • Mahi Mahi grows to plate size in 3 months. • Fiji Fisheries executive is a shareholder. • Fiji will not allow the Japanese or Taiwanese to start an aquaculture business in Fiji, but will allow them to buy the fish.

Key Investment Highlights • Current supplies only satisfy 10% of the market demand. • High demand from the Asian and American markets. • Trials conducted on a small hatchery in Fiji 2 years ago were very successful on hatchery breeding. • This is stage 2 which will has the capacity to produce approx $10M EBITDA 18-24 months after commencement • Potential to generate 100% ROI in 18-24 Months • Stage 3 will involve duplicating stage 2 by a factor of 5 to 10 • Key players are shareholders and have a vested interest in the success of this project

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

www.wholesaleinvestor.com.au click on View Investment Opportunities and search for Pacific Island Aquaculture.

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Biotech Australia Pty Ltd Clean technologies 2009 Early Stage Western Australia, Worldwide Capital Raising / strategic partner/ Debt Equity / Loan

Company Name Sector Yr established Business stage Location Opportunity

Executive Summary Chemists have reported the development of what they termed the first economical, ecofriendly process to convert algae oil into biodiesel fuel — a discovery they predict could one day lead to the Planet independence from petroleum as a fuel. Biotech Australia Pty Ltd is a company which currently has the technology to deliver biodiesel fuel to the market. It has a plant at Liverpool in England which is ready to commence production.

Board & Management: Dominic Calabro - Project / Finance Manager Project management commercial construction finishing trades, HR Les Mccall - Scientific Director Experience in construction, new technologies and innovation, has produced technology for the advancement of prior refineries. Martin Rice - Co Director Currently a Co-Director in Refinery in Liverpool (UK). Will Mccall - IT Manager Currently the IT designer for the Refinery in Liverpool (UK).

Corporate Structure

Proprietary Limited Company

Biotech Australia Pty Ltd will be at the forefront of biofuel production globally due to its technology and plants which are in readiness for production.

Exit Strategy

Competitive Advantages

• 1 year to 5 years

• First to market technology

• Either interest paid or sale within company • Company aims to achieve a listing on a suitable exchange within two years

• Proprietary extraction and growth methods • Efficient to build and run compared to standard refineries • Requires less land area than current researched technologies in same sector • Abundant feed source • Scalable production and expansion capabilities • Many base products – Waste management, water purification, power and electricity generation and food sources • Billions of dollars mandated from Governments to this area • Large scale demand for core and bi-products • Waste management • No waste or emissions

Key Investment Highlights • 4 month timeline for project development and diesel refinery • 6 -8 months for construction of Omega 3 Refinery • Upon completion of construction, production commences immediately

Further Information:

• Additional revenue opportunities from the bi-products of feed stock for humans and animals, land fill regain and power generation

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

• Research and development complete

www.wholesaleinvestor.com.au

• Currently in negotiation with strategic partners • Multiple Government Grants are available

click on View Investment opportunities and search for Biotech Australia.

• Taxation credits available on investment capital

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Company Name Sector Yr established Business stage Location Opportunity

Wasabi Holdings Pty Ltd t/a WASHPOD Automotive & Industrial 2004 Expansion, pre-IPO Perth, Western Australia Capital Raising

Executive Summary Wasabi Holdings Pty Ltd trading as WASHPOD has designed and developed a range of “HIGH IMPACT” automatic parts washing machines marketed under the brand name of “WASHPOD™”.The machines use only water and detergent to clean and de-contaminate mechanical and electrical parts in a range of industries, from the automotive service industry to mining, marine, aviation and manufacturing sectors. WASHPOD™ is a disruptive technology that has been specifically designed to displace the incumbent technology of rented manually operated solvent based parts washing. The Company is in a strong commercial and financial position with the rapid acceptance of the product in the very competitive local Perth market and having successfully concluded negotiations with a credible Chinese based manufacturer on 90 day payment terms that match a line of debt capital credit facility from the National Australia Bank to fund the roll-out of the WASHPOD rental fleet.

Competitive Advantages • Provides superior value for money compared to competitors • Delivers a higher quality cleaning performance with a lower operating cost • Is safer and more environmentally sustainable • Faster cleaning with a shorter wash cycle

Board & Management: Paul Piercy (Chairman) Mr Piercy was Managing Director of WesTrac Equipment from 1997 to 2000 before playing an integral role in the successful establishment of WesTrac China, as its Chairman/CEO based in China. His broad mining, industrial and equipment management/ servicing experience also includes International roles in Africa, China, UK and Papua New Guinea. Fenton Goddard (Managing Director) Founding director, technical innovator and driving force behind the WASHPOD™ concept, Fenton is a pioneer in the field of Automotive Workshop Productivity Improvement with six patents to his name in the field. With 20 years specific experience in all facets of the automatic parts washing industry he heads the rapidly growing team. He is a Licensing Executive member of Licensing Executives Society of Australia and New Zealand and a member of the Australian Institute of Company Directors.

Corporate Structure:

Wasabi Holdings is an Australian private company looking to raise capital.

Exit Strategy

• Early opportunity to exit via Public Listing • Flexibility to extract early partial returns and hold for growth

• Significantly reduced service and maintenance requirement for lower rental equipment operating costs • Totally eliminates the use of petroleum based solvents

Key Investment Highlights • Unique disruptive technology driven by strong environmental and occupational safety trends • Strong development history with proven management team • Market proven product already developed & tested • Proven long term profitable rental product to market strategy • Product “sells” strongly in recessionary times (rental) • High production capability with China and Australian based manufacturing with planned rapid market penetration • Powerful Co-Marketing Uber-Brand leverage to accelerate market penetration rate • Long, stable, highly profitable rental fleet income stream delivering strong dividends and high capital growth potential

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 Wasabi Holdings.

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Company Name Sector Yr established Business stage Location Opportunity

Klaus Maertin (Aus) Pty Ltd t/a Floaties Consumer goods 2008 Early stage Sydney, Australia Strategic Investment

Board & Management: Philip Maertin – Managing Director Philip is the reason why Floaties ® was invented. He has a life long involvement with the brand and more than 20 years experience in market and product development and innovation. He has worked with a number of blue-chip companies across a range of consumer products internationally. Phil Evans – Director Phil is the director of corporate relationships.

Executive Summary Klaus Maertin (Aus) Pty Ltd (“KMA”) is a new company formed to re-launch worldwide the iconic Australian brand, Floaties ®. KMA holds the rights to all Floaties trademarks and brands. Floaties ® is instantly recognisable world wide for a range of inflatable aquatic / swimming related products and pool accessories.

Don Champagne – Chief Executive Officer Advisory Board Peter Nagle Barrister Kieren Perkins Olympic champion swimmer

Every year more than 126 million children are born. The objective of KMA and Floaties ® is to reach a significant percentage of these children with a product relevant to their needs and to promote worldwide swimming tuition.

Professor Joan Ozanne-Smith Head of Prevention Research Services – Victorian Institute of Forensic Medicine

KMA has agreements in place with Funtastic, Australia’s leading toy distribution company. In partnership with Funtastic, KMA will develop world wide marketing, distribution and manufacturing solutions to ensure Floaties ® is represented in all significant markets.

David Bonython Strategic Sourcing Australia

Competitive Advantages

Corporate Structure

• A world market for the Floaties ® brand • Trademarks registered in all key markets • Licensee manufacturers established • Sales agents in key markets including USA, China and Japan • Discussions on-going with major blue chip companies for licensing of product, as well as with smaller companies

Edward Smith Director – Beijing Consulting Group

Klaus Martin (Aus) is a proprietary limited company.

Exit Strategy

KMA intends to build a global business prior to converting into a public company and listing on a suitable exchange.

• Expanded range of products ready for development • Economies of scale achievable through a worldwide business focus

Key Investment Highlights • Opportunity for an investor to take a minority shareholding in KMA • Instant brand recognition of Floaties ® • A trusted brand with a long history in the market (over 40 years) • Swimming is a life skill and Floaties ® is synonymous with swimming • A truly international business opportunity with the potential for sales in the world’s largest markets through a combination of licensing and manufacturing in key locations. • Established manufacturing methodology for mass production • Substantial investment in global IP protection • Development of a core range of products, brochures and ranging with the major retail department stores for the 2009 Australian summer

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 Klaus Maertin.

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Company Name Sector Yr established Business stage Location Opportunity

Microequities Deep Value Microcap Fund Australian Microcap Investment Fund March 2009 Early stage Sydney, Australia Investors into the Fund

Executive Summary • Deep value investing in profitable ASX listed Microcap companies (under $200m market cap)

Board & Management: The Fund manager is Microequities Asset Management Pty Ltd a subsidiary of Microequities Pty Ltd holder of an ASIC issued Australian Financial Services License (AFSL) number 287526. Carlos Gil - Chief Investment Officer Over 15 years investment experience in this asset class, and previously was head of investment research at Microequities for four years.

Corporate Structure:

Fund is an open-ended unregistered Wholesale Managed Investment Scheme

• Opportunity to invest in under-researched Microcap stocks • High discretion, high conviction investment approach

Exit Strategy

• Higher long term growth profile than large cap companies

Quarterly redemption of units

• Early access to potential high growth companies

Investment period 2-5 years

• Only invest in companies with an operating profit

Fund expects income distribution in FY10

• Many of the companies in the portfolio generate dividend returns

Competitive Advantages • Investment manager with over 15 years experience in the Microcap asset class • In-house research expertise and capability • Performance based incentive for the Manager • No leverage or short selling risk exposure • Tax effective Buy-Hold investment strategy

Key Investment Highlights • Fund launched on the 6th of March the day the All Ordinaries index hit a 6 year low. • Microcap companies can deliver higher levels of earnings growth than large cap peers. • Net Asset Value of the Fund in four months has increased by 16.44% since inception (net of fees) as at 30/06/09 • Fund seeks to invest in growth + value • The fund does not invest in start ups, unprofitable businesses; companies require a minimum track record of at least two years of EBITDA profit. • Investing in highly undervalued companies trading on very low historical multiples. • Some companies that the fund invests in offer attractive double digit dividend yields.

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 Micro Equities.

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Company Name Sector Yr established Business stage Location Opportunity

Finerday.com Family Communications Portal 2008 Early stage Australia and the UK Capital Raising and Strategic Partnerships

Executive Summary There is a huge digital divide in internet skills in the World today. FinerDay is the first free internet “Safe Family Communications Platform” which allows all family members and friends to easily keep in touch, whoever they are, or whatever their age or ability. Its’ clear design provides a unique, simple to use, family friendly environment to connect, share, interact, enjoy and access the web - seamlessly linking everyone to communicate online safely without the exposure and “open” nature of broad networks such as Facebook and MySpace. FinerDay connects the whole family including grandparents to grandchildren and the less technically aware simply and safely. Finerday has already attracted partnerships with Microsoft, Intel and others.

Board & Management: Howard Bashford: Founder & Director. Corporate finance with KPMG and a director with Dell Computers and Tyco Electronics. Lilla Harris: Founder & Director A registered nurse, 15 yrs experience caring for the elderly. Successfully set up, managed and sold prestige UK elderly care homes. Lilla brings a wealth of knowledge and contacts in the senior marketplace Sean Read: Director Chief Operating Officer with Syscap Ltd –UK’s leading independent IT finance provider, and GM at Royal Bank. Sean brings entrepreneurial, strategic and commercial skills and a track record in building and developing winning teams, delivering to plan Senior Microsoft Executive: Director Kyle MacRae: Non Exec Director After a career in technology journalism, Kyle founded Scoopt in 2005 which he then sold to Getty Images in 2007. Now a founding director of Blether Media, Kyle specialises in social media training and consultancy.

Competitive Advantages

Corporate Structure

• The world’s first safe family portal specifically targeted at the extended family with unique design features to cater for the aged and less technically aware

Finerday is currently a subsidiary of MobileLite Ltd, registered in London.

• Developed using latest Microsoft technologies, for 20 million concurrent users. • Designed to operate on PC, touch screen and Set Top box TV technologies, the roadmap includes healthcare and education • Strong compelling revenue models • FinerDay is a technology accumulator and integrator

To be agreed with incoming investor.

Exit Strategy

FinerDay is likely to seek an exit within 2-3 years, most likely to a strategic/trade buyer. Potential buyers have already been identified and include technology, communications and healthcare players. Early exit is expected and deliverable.

Key Investment Highlights • A unique, focused, highly targeted offering with a social ‘feel good’ factor. FinerDay will also integrate with Facebook/other platforms • Strong roadmap includes significant healthcare, education and broader commercial opportunities eg retail and others • Exceptional management team with extensive global experience and resources in ANZ, Europe and North America • The platform is written, and fully tested. It is running in final commercial beta form • Ready to scale internationally • Key technology and commercial partners are in place • Low-cost delivery with a minimal headcount base to deliver plan • Established marketing plans and resources cover all major English speaking regions • Significant opportunity to launch in Indian and Chinese markets

Further Information: Further Information: To learn more about this opportunity, including

downloading the Information Memorandum, go to Steve Hobbs, Achieve Capital

www.wholesaleinvestor.com.au 0409 718 934

click on View Investment Opportunities and steve.hobbs@achievecapital.com.au search for Finerday.

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EcoBiotics Ltd Life Sciences 2000 Expansion Yungaburra & Brisbane QLD, Australia Capital Raising

Company Name Sector Yr established Business stage Location Seeking

Executive Summary Rare opportunity to invest in an innovative Life Sciences company poised for growth. EcoBiotics specializes in the discovery and early development of new drugs and consumer products from the tropical rainforests of Queensland. The company’s primary focus is on human and veterinary pharmaceuticals, complemented by products for the nutraceuticals and cosmetics markets. EcoBiotics has developed a strong pipeline of drugs in the areas of anticancer, antibiotics, anti-inflammatories and humane alternatives to the mulesing of sheep. The EcoBiotics business model provides for early and mid-term revenue from nutraceuticals and cosmetics to support the company’s development of high value drugs. To date, EcoBiotics has raised over $10 million from angel investors, received over $1.5 million in government grants and successfully negotiated deals with a major Japanese cosmetics company and the anticancer drug developer Antisoma.

Competitive Advantages • Well established company with growing international profile • Highly experienced management and product development team • Innovative business model reduces risk and provides for multiple revenue streams • Unique discovery technology (EcoLogicTM) with a success rate at least 10 times greater than any of EcoBiotics competitors

Board & Management: Dr Victoria Gordon BAppSc. (Hons), PhD, GAICD Executive Director, Acting Chairman & CEO. Previously of CSIRO and Boral Timber Division. Dr Paul Reddell BSc., PhD, FAICD Executive Director and CSO. Previously of CSIRO and Rio Tinto. George Chapman AO, BSurv., FAICD Non-executive Director. Former Director of Tattersalls, former Chairman of UniTAB and Channel 10 Network, current Chairman of Skyrail and Director of a number of private companies. Steven Delco BSc (Hons) CEO of EcoBiotics Pharmaceuticals, soon to be an Executive Director of EcoBiotics. Former top Wall Street biotech analyst and portfolio manager. Background with the Fortis Group, Miller Tabak and Weiss Peck & Greer/ ROBECO.

Corporate Structure EcoBiotics is an unlisted public company. EcoBiotics Pharmaceuticals will be a wholly owned subsidiary of EcoBiotics.

Exit Strategy The following potential exit strategies exist for shareholders: 1. Trade sale:

• Only company with formal agreement to access all biota under Queensland Government jurisdiction

• EcoBiotics preferred exit strategy for its a trade sale within a 2 to 3 year period.

• Unencumbered IP ownership

• As the EcoBiotics group matures, it may become a highly-attractive acquisition target for pharmaceutical companies.

Key Investment Highlights • Company poised for major growth that will realise the substantial value created over the past 9 years • New entity (EcoBiotics Pharmaceuticals) being established in Europe to accelerate human clinical development and product commercialisation • Opportunity for EcoBiotics Pharmaceuticals to access significant loans and grants from the Netherlands Government • Highly experienced and well respected figure in life sciences and finance industries (Steven Delco) recruited to head EcoBiotics Pharmaceuticals • Clinical trials of lead anticancer drug EBC-46 to commence in early 2010 • Negotiations progressing for licencing a veterinary anticancer drug and a chemical mulesing product • Negotiations well advanced with a major international consumer products company for licencing and supply of a new cosmetic ingredient.

2. Public listing: • EcoBiotics management would consider listing the company on an appropriate public exchange, if this offered a significant opportunity for value creation and market conditions were suitable.

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

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

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Company Name Sector Yr established Business stage Location Opportunity

Jadato Holdings Pty Ltd Agriculture 2008 Early stage, expansion NSW and QLD Capital Raising

Executive Summary • Jadatos goal is to invest in sustainable properties, in the agriculture sector, in order to supply fresh, organic products to consumers

Board & Management: Peter – CEO 12 years banking industry and founder of a major PLC in the UK. Born and raised in the industries Jadato are targeting. Full details in IM. Brian – Director Engineer by trade and a successful rural developer. Full details in IM. Neil – Director Retired from the building industry bringing valuable construction knowledge Stuart – Director Effective August 2009,17 years property developing and currently in banking Deloittes - as auditors and advisors

• Jadato offers a diverse, integrated supply chain incorporating;

Allen Arthur Robinson - as legal team

• Grain farms in geographically disparate regions to ensure a reliable supply of grain to livestock farms and grain mills;

Corporate Structure

• Grain mills for the production of grain-based feeds and supplements; • Livestock enterprises to take supply of grain-based feeds and supplements; • Organic fertiliser production to maximise income from the grain milling and livestock operations by taking waste by-products and converting them to a saleable commodity

Competitive Advantages • Drought proof products (in fact we like the drought!) • Several uses for product if traditional markets downturn • Control of the supply line • Manageable upsizing returning greater profits than independent operations and minimizing risks • Our waste by-products from milling and egg operations are our most valuable asset used for producing organic fertilizers • Capacity for considerable market share increase only limited by available capital

• Jadato Holdings Company

Proprietary

Limited

• Jadato manages majority owned subsidiaries with key staff that have vested interests in their businesses

Exit Strategy • Potential Trade Buyers have been identified • Jadatos structure allows for an appropriate exchange listing • Jadatos founders believe a MBO will exist in time • Exit and Risk strategies are constantly under review

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

Key Investment Highlights • Each property/business must have land assets that can have value added and on multi titles

www.wholesaleinvestor.com.au click on View Investment Opportunities and search forJadato Holdings.

• Organic, sustainable practices within agriculture currently command premium consumer prices • Recession proof – products for human and animal consumption mostly under sales contracts • We buy businesses showing 35% plus returns and secure key staff to manage on our behalf giving them “ownership with reward” • Growth opportunities exist in business model duplication by state • The existing businesses we buy currently have no export contracts!

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Company Name Activeplus Pty Ltd Sector Health care Yr established 2008 Business stage Early stage Location Sydney, Activeplus sells safe, reliableAustralia and affordable pharmacy-only Australian-made healthcare products which promote well-being and an active lifestyle. Opportunity Capital Raising / strategic partner Our purpose is to build equity in our brand portfolio through sales and marketing operations in the pharmacy channel.

Executive Summary Activeplus is a dynamic consumer healthcare company focused on selling high-value Australian made complementary medicines which promote well-being and an active lifestyle. The Australian market for vitamins and supplements is worth $1.5 Billion; 2 out of every 3 Australians take a form of complimentary medicine. The market has more than doubled in the past five years. Over 70% of the profit in this category is generated by 20% of the products on sale. Our strategy is to simplify selected categories for both the pharmacy and consumer by offering core products that provide clear consumer benefits and higher profits to pharmacy.

Board & Management: Geoff Crittenden - Executive Chairman Geoff is an entrepreneur who has spent the last nine years running his own company. Prior to that Geoff was CEO of a Transfield-Worley JV. Rakesh Raj - Managing Director Rakesh is a highly experienced senior manager who, until recently, was director responsible for the pharmacy division of global pharmaceutical company Sanofi-aventis. Prior to joining Sanofi, Rakesh was General Manager of the generic pharmaceutical company Sandoz, part of the Novartis group. Stuart Hackett - Finance Director (NonExecutive) Stuart worked in the financial services industry in Australia and UK for over 25 years. His previous positions have included CEO, GIO Building Society, CEO, Challenger Life Ltd, General Manager, Superannuation Managed Investments, GIO Australia Ltd.

Competitive Advantages

Corporate Structure

• All our products are Australian Made

Currently Activeplus is a private company but plans convert to Public (unlisted) following investment.

• 60% of our products have unique formulations • Pharmacy only distribution has generated strong support for our brand from pharmacists and distributors • Creative packaging design stands out from competitors • The only company to offer an every day 1 for 5 consumer offer • Innovative business model offers excellent profit incentives to pharmacists

Exit

• Fully integrated sales incentive scheme

• After the Company has converted to an Unlisted Public Company shares can be bought and sold through the company’s share register.

Key Investment Highlights

• Ultimately the business will be sold through a trade sale.

• Activeplus has an experienced and highly respected management team • Low risk business model minimizes the requirement for capital expenditure on infrastructure • EBIT will be in the order of 15-20% of revenue • Trade sale multiples for mature companies in this sector are in the 12-16 x EBIT range • Estimated ROI 33% • Product is already ranged in 2 major national wholesalers and with 2 significant pharmacy chains • 1000 units sold in April with sales predicted to double month on month • Excellent growth opportunity to expand the company into other categories using ‘Active’ brands. • Export opportunities to India and Middle East.

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 ActivePlus.

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Company Name Sector Yr established Business stage Location Seeking

Focus Oil and Gas Ltd Oil and Gas 2008 Early Stage Perth, Australia Capital Raising

Board & Management: Philip Duff - Operations Director 28 years experience in the Oil & Gas industries, drilling various types of wells in well established countries as well as third world countries with little infrastructure. Specialised in deepwater drilling and wildcat exploration.

Executive Summary Focus Oil and Gas Ltd was formed to participate in oil and gas exploration and production. The principle owners have nearly 50 years world wide experience in the Oil and Gas Industry, from drilling and production to rig fabrication and subsea construction. With world wide reach and experience in all major producing countries, Focus has broad industry knowledge. Focus is a company that can identify solid investment opportunities and provide a long term return to shareholders. Focus is completing a farm in deal for private investors which will reap benefits and a substantial return within 2 years. Focus also evaluates potential assets on-spec, and provides this to the investment market.

Competitive Advantages • In-house experience to ascertain all aspects of risk • Contract relations with a major independent company that has affiliations with Gaffney Kline to assess the potential asset to ensure Focus is correct in its risk analysis

David Aldridge - Executive Director 17 years experience in commercial and contract management in the United Kingdom’s North Sea, West Africa and Asia Pacific.

Corporate Structure Focus Oil and Gas Ltd is an unlisted public company.

Exit Strategy Information regarding exit can be found in the information memorandum

• In-house engineering company that can fast track a full field development in a cost efficient manner with maximum efficiency • Market conditions provide ideal timing with purchase costs at low levels and increased investment returns

Key Investment Highlights • Invested in the Philippines with a fast track development project • Evaluating low risk returns in an Italian Gas Field and North Sea oil fields • Positioned in the low-risk, high-return market, normally with proven oil producing fields. • Evaluating the Australian Sydney Basin and Canadian Prospects • Provides the investor with a risk analysis of the potential asset based on location, infrastructure, stability of country, cost, speed of production and fiscal terms

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 Focus Oil & Gas.

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ZEEP Australia Pty Ltd Clean Energy 2008 Early Stage/Expansion Melbourne, Australia; Global Capital Raising / Strategic Partner

Company Name Sector Yr established Business stage Location Seeking

Executive Summary Zero Emission Energy Plants Ltd (ZEEP) is licensed to build and operate zero emission energy plants capable of producing electricity, synthetic natural gas and a variety of clean liquid fuels from the world’s most abundant natural energy resources—coal, pet-coke, waste and biomass. ZEEP owns worldwide and regional exclusive rights to breakthrough gasification technology developed by The Boeing Company, before its Rocketdyne division was sold to Pratt & Whitney in late 2006. This technology brings advanced rocket engine expertise to the energy industry. ZEEP is establishing global subsidiaries and developing “energy centres” based on Rocketdyne technology and its own “tolling-plus” business model, with local organisation of capital, and strategic partners. The initial focus will be in China, Australia, Canada, the United Kingdom and the United States’ gulf coast. This expansion will quickly establish ZEEP as the world leader in gasification and clean fuels production.

Competitive Advantages • Next generation gasification technology originally developed by the Rocketdyne division of The Boeing Company

Board & Management: Ron Oligney, Chairman, ZEEP Ltd. Energy expert/advisor to Clinton and Bush Administrations, shepherded The Boeing Company’s entry to the energy business in the early-2000s. Bruce Bernard, CEO, ZEEP Ltd. Author of “Tolling-Plus” business model, successfully implemented at Tejas Power Corporation, Cheniere Energy, and Red River Compression. Grant Scott, Director, ZEEP Australia P/L 25+ years experience in the energy and environmental industries, Australia Lawyer and CP Eng.(Chemical).

Corporate Structure: ZEEP Australia Pty Ltd is a private company which is wholly owned by ZEEP Ltd. ZEEP Ltd is a Bermuda company.

Exit Strategy ZEEP anticipates substantial positive cash flows translating to substantial cash dividends. This will make ZEEP an attractive takeover target. ZEEP may make an initial public offering (no earlier than 2011) but only if it is determined to be the best of the multiple expected alternatives.

• 50% lower cost (gasification system) • 80% to 85% cold gas efficiency • 90% size reduction (allowing factory fabrication) • 99% carbon conversion (almost zero emissions) • Almost 100% plant up-time or “availability” • “Superior to all other gasifiers” – US Department of Energy

Key Investment Highlights • Global license for Rocketyne gasification technology • Strong technology pedigree including The Boeing Company • Pratt & Whitney Rocketdyne (a UTC company) and ExxonMobil • Aggressive development and implementation of technology including a pilot plant commissioned 3rd Qtr 2009 and a commercial plant constructed in 2010

Further Information:

• Major negotiations ongoing in China, Australia, Canada and the United States.

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

• Global business model underpinned by abundant cheap resources with annual earnings rising to nine figures • Forecast dividends payable as early as 2011

www.wholesaleinvestor.com.au click on View Investment opportunities and search for ZEEP.

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Pty Ltd

Company Name Sector Yr established Business stage Location Seeking

Kialla Primary Pty Ltd Property 2007 Expansion Victoria, Australia Purchasers for land to be rezoned

Board & Management: Lee De Coster - Director Sole owner of Kialla Prmary Pty Ltd.

Corporate Structure Kialla Primary is a proprietary limited company. It is the holding company of the site in question.

Exit

Executive Summary

Pre-sale of home sites will re-coup the initial investment. Sales to cover investments can be achieved within 12 months.

• A 75 acre site that is part of a larger 2,600 acre master plan, and satellite city. • Already 5 years in development of a proposed master plan • Rezoning submission has commenced • The 75 acre site offers over 300 home sites in a retrirement village, and 6 one acre commercial sites on a highway. • Although land banking, the time frames for rezoning are short • Very Flexible vendor terms are available • Sale is $1.6 million

Competitive Advantages • Complete team and project manager in place • In a region that needs to house 21,000 people over the next 15 years. • Robust and sustainable local industries • Proposed master plan already complete and submitted with the local council

Key Investment Highlights • Mechanism for pre-sale of blocks is in place • All contracts for block pre-sales have been complete • Marketing of proposed subdivision of blocks is underway • Vendor is an owner of other sites in the region • Vendor terms are available and are flexible • We have an agreeement in place with Mercy Age Care that any resident in our development gains priority access into age care facilities that we own and Mercy run and manage.

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 Kialla Primary.

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Company Name Sector Yr established Business stage Location Opportunity

McLaren Media Advertising Sales May, 2008 Early stage, Expansion Sydney, Australia Capital Raising

Executive Summary • McLaren Media is commissioned to provide advertising, marketing and sponsorship sales services to the Hilton Hotels of Australia, Commercial Video Search Directory www.findmerightnow.com.au and some of Australia’s leading print publications. • The diversity of representation allows for stability across turbulent markets and the potential for rapid growth as these mediums secure a foothold in their markets.

Competitive Advantages • The advertising industry is worth $12bn a year and growing • McLaren Media holds exclusive rights to sell. • Multiple mediums for marketers to engage with high nett worth individuals and SME’s. • Emerging mediums with high growth forecasts. • 50% revenues on all sales.

Board & Management: Matthew White: Managing Director The founder of McLaren International Matthew has over 15 years of experience in the hospitality and technology-related industries, both in Australia and internationally. Matthew is involved in the strategic direction of McLaren Media. Matthew Watson: Operations Director Matthew has over 10 years experience in Information Technology with 5 years focused specifically upon emerging technologies. Matthew runs both the internal and external business operations for McLaren Media Grant McNicol: Sales & Marketing Director Grant, a founder in McLaren Media, has over 12 years experience in Advertising Sales holding executive appoints with both the Seven and Nine Television Networks. Through his experience, Grant has sold and implemented a large number of multi-million dollar advertising deals both direct to corporations and their media agencies.

Corporate Structure

McLaren Media is a subsidiary of McLaren International Ltd Pty with a structure to position McLaren Media as its own privately listed company.

• No hardware or capital costs, just sales staff and marketing campaigns. • Signed campaigns from Audi, American Express, Telstra, Opera Australia and MLC Centre in 08/09. • Limited or No competition in each market.

Exit Strategy

An IPO is the preferred exit strategy however a representation sale of parts or whole is also possible.

Key Investment Highlights • Operating for 1yr with sales success. • New mediums set for rapid growth. • Mix of Online, Ambient, Digital Display, Magazine and Email advertising mediums. • Signed campaigns from Audi, American Express, Telstra, Opera Australia and MLC Centre in 08/09. • All mediums are new and set for growth as they become more established in the advertising sector. • Marketers are offered a broad entry price range structured to cover all budgets. • Exceptional management team with vast industry experience. • Potential for global expansion.

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 McLaren Media.

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Company Name Sector Yr established Business stage Location Opportunity

Winteray Ltd Various 2008 Expansion Brisbane , Australia Capital Raising

Executive Summary Winteray Ltd’s objective is to invest in projects in the area of sustainability, energy, resources, property, education/skill shortage, natural health/wellness, infrastructure, small to medium enterprises and technology where Winteray can leverage its relationships with stockbrokers and major investors by injecting small amounts of seed capital to secure and control the development of a project as it moves through pre-IPO and IPO funding rounds. Winteray’s objective is not to fully fund projects but to leverage every dollar of Winteray’s seed capital invested by introducing traditional funders on a project-by-project basis after the project is secured by Winteray. Projects are identified on an opportunity basis by Winteray’s networks of directors, advisors and broking firms. Winteray will sell down its shareholding in projects at key value creation points . It will receive commission on external fund raisings for the projects. Winteray will obtain an authorised representative number under an AFSL licence which will permit Winteray to charge fees to its corporate clients for corporate advisory services as detailed above.

Competitive Advantages • Project diversification – 50% in property and resources • Projects are controlled and operated via the investment company/fund

Board & Management: Dr. Jaydeep Biswas - Executive Director Jaydeep has had a distinguished career with the Royal Dutch Shell Group of Companies. Since 2001, he has been involved with advising and directing start-ups of companies. A successful example in the area of sustainable development is EnergyMad Ltd, of which Dr. Biswas is a Director. Jaydeep at present is participating in building two resource companies for ASX listings. Mario Pizarro – Non Executive Director Mario has been in the property development arena for over 10 years. Declan Barnett - Non Executive Director Declan has been a Chartered Accountant for 16 years and has been the Financial Controller of Australia’s largest independent broadcast company from 1997 - 2001 involved in both capital raising and international expansion initiatives. He now advises companies on strategic opportunities for growth through joint ventures and capital raising that maximise the return on companies core assets.

Corporate Structure:

Winteray is an unlisted public company.

Exit Strategy

Winteray Ltd intends to progress to an initial public offer in 2009. Each of the projects that Winteray Ltd has invested in already have specific exit strategies in place.

• Operates under an AFSL and is independently audited • Investments with view to obtain board control, 51% shareholding or exclusive fund raising mandate • Projects with defined exit strategies, e.g. initial public offer or trade sale • Unanimous board approval for investment decisions • Directors’ interest to succeed. Performance based class A shares convert to ordinary shares (pro-rata to maximum 25% ordinary shares) if board fails to increase net assets of fund for two successive years.

Key Investment Highlights • Investment in DIA-Pallane (contracted) - significant ownership. Life changing medical technology with 11 year proven track record. • Investment in Indian Resources (contracted) – majority ownership. Potentially substantial iron ore resource with mining license. Imminent initial public offer planned

Further Information:

• Winteray will only invest its own capital in projects requiring expansion; not start-ups

To enquire or download an Information Memorandum, go to

• Interested persons may invest directly into Winteray Ltd or into a specific Winteray project

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

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eMove moving made easy

Company Name Sector Yr established Business stage Location Opportunity

eMove Pty Ltd Services 2000 Expansion Sydney, Australia Capital Raising

Executive Summary eMove is a one-stop-shop range of free services which makes the process of moving home easier for users. The services include finding removalist quotes, organising utility connections, address change notification, online shopping, finding cleaners or packers and advice on moving. Moving home is a massive annual market. It has never been properly monetised. eMove has a strong business model with several hundred paying companies signed providing high barriers to entry and strong, scalable revenue streams. It is a strong brand within the moving industry. The focus now is expansion. To establish eMove as national brand and drive significant revenue. Strategic marketing relationships with major players close to completion.

Board & Management: Mike Gibbons: Managing Director Bachelor of Laws and Arts with 13 years in the financial services/funds management industries in Australia, London and Hong Kong, including roles with First Chicago in London and IPAC Securities and Merrill Lynch in Australia. Mike has skills in sales, marketing, business development and corporate governance. Mike Gregg: Director Mike has over 30 years executive and managerial experience in logistics, retail, communications and health technology. Mike was managing director of Health Communication Network (HCN). When HCN was sold in 2005, its products were used by roughly 85% of Australian GPs and approximately 80% of hospitals.

Corporate Structure

eMove is a proprietary limited company. It is a wholly owned subsidiary of Change my Address Holdings Pty Ltd (CMAH). CMAH is a private company with 15 shareholders.

Exit Strategy

Competitive Advantages • High barriers to entry. Years of development and refinement; hundreds of companies signed; strong brand in industry; strong relationships with industry players cemented over years; close to finalising marketing deals with major media players. • High margin reliable and scalable revenue model

The intention is to build the business valuation over 3 years and then enter into a trade sale. It is anticipated that the buyer will be a major media player or a public enterprise. If a market penetration of 10% is achieved within 3 years, a minimum exit valuation of $30 million is anticipated.

• Competition is fragmented. Main competitor is now an eMove partner and does utility connections for Australia Post. • Model proven - thousands of previous users gaining genuine assistance.

Key Investment Highlights • Great concept now a proven business model • Marketing Strategy involves multiple channels spearheaded by traffic arrangements with major players • Performance of business and increase in value very transparent going forward • Virtual monopoly business in massive market • Investment less risky because revenue streams are operational and reliable. Potential major competitors will be partners and barriers to entry are high.

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 eMove Pty Ltd.

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Sustainable Energy Australasia

Cyan 0% MagentaSustainable 84% Yellow 0%Black Company67%Name Energy Australasia Limited 50% Cyan 0% Mmagenta 0% Yellow 0%Black Sector Energy/Green Energy 100% Cyan 68% Magenta 0% Yellow 12%Black Yr established 2007 Business stage Seed Location Sydney, Australia Opportunity Capital Raising

Executive Summary Sustainable Energy Australasia Limited is primarily focused on investing in the energy industry in a manner which should provide substantial returns for investors through capital appreciation and revenue growth. The company has a responsible approach to investing in an industry which is responsible for the majority of emissions of greenhouse gases worldwide and thus the primary driver of global warming. Sustainable Energy Australasia has a focus on developing energy projects in the Asian and Pacific Rim countries including the USA. Their current interests are in India and the USA and include natural gas, wind farms, and hydro electric development sites.

Competitive Advantages • Broad experience across green and fossil based energy industries • Experience in developments starting from initial site identification through to gaining project consents and financial close • Experienced joint venture partners who have relevant experience and a track record in their geographical regions • A portfolio approach to diversify both individual project and energy type risks • Co-operative alliances where appropriate in particular jurisdictions

Board & Management: Robert Lees – Chairman Robert is a Chartered Accountant and Company Secretary with experience in listed public company compliance and corporate governance. Richard Pritchard – Managing Director Richard is an Honors graduate in Civil Engineering; he has had over 20 years experience in civil engineering, Energy, and in finance as an employee of Macquarie Bank. Richard is a member of the Institute of Company Directors, and the Institute of Engineers Australia. Declan Pritchard - Director Declan has a PDH in Physics. He has 30 years experience in the oil and gas exploration industry as a geophysicist specializing in seismic 2 and 3D methods. He has worked in many of the world’s major oil and gas provinces and has been involved in a number of major field discoveries. Bruce Scambler – COO USA Bruce is a Law Graduate and management acccountant with hands on experience in the US oil, gas and renewable energy industries.

Corporate Structure

Sustainable Energy Australasia Limited (ACN 128 604 697) is an Australian unlisted public company.

• Capture use of new technologies to enhance opportunities for developments, such as radial drilling technology in Oklahoma

Key Investment Highlights • A clearly articulated and deliverable business plan • Rigorous but flexible due diligence and opportunistic approach to securing development projects • Focus on existing technology and development approach to attain huge potential value uplift

Exit Strategy

The Company intends to proceed to a public listing in 2010. The Company is focused on providing good investor feedback through a comprehensive web site and would only consider delaying an initial public offer if there was a compelling case for further value uplift in doing so.

• Gas and Oil lease acquisition underway with expected 1 billion cubic feet reserve of gas and 200,000 barrels of oil in place • Expect to increase lease acreage 10 fold with funds from this offer • Attained agreement to have a 3.2MW wind farm developed and built in Gujarat India by Vestas, the world’s largest turbine manufacturer

Further Information

• In discussion and due diligence on a number of early stage hydro electric projects in India and Sri Lanka for joint development

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 Sustainable Energy Australia.

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Company Name Sector Yr established Business stage Location Opportunity

Tstix Pty Ltd FMCG/Packaging Innovation 2006 Early stage Sydney, Australia Capital Raising

Executive Summary Tstix® is a patented alternative package form to teabags – a micro-perforated stick pack which also acts as a stirrer in place of a teaspoon with over 1,100 micro filter perforations. The Tstix® is also designed for granulated coffee and vitamins. Tea and coffee are the world’s most popular hot beverages consumed almost all over the world. Every day 165 million teabags are used in the United Kingdom alone. The Tstix Company has agreements in place with two of the world’s leading packaging supply companies in Europe. It has agents in Europe, the USA, Japan, India and China with signed licensees in South Africa and India.

Advisory Board & Management: Geoff Stuart - Managing Director Geoff is the inventor of Tstix®. He has more than 20 years experience in packaging design and innovation, having worked both in Australia and internationally with many of the world’s blue chip FMCG companies across a broad range of consumer products. Mr James Wynn Corporate Advisor - Sydney Mr Gerd Staudinger Technical Schwaigern, Germany Mr Thomas Schwarze EU Commercialization – Stuttgart, Germany Mr Sanjeet Saxena USA Marketing/Sales – New York Mr Kiran Shah Commercialization – Mumbai, India Mr Steve Segaram Production Technology/innovation – Sydney Robert Krakowiak Commercialization – Shanghai, China

Competitive Advantages • A world market for the package form – stylish, cleaner, faster, no mess, no drips • Patents granted and pending in key markets, design registrations, registered Tstix trademark in the USA, Europe, Japan and other markets

Corporate Structure:

Tstix Pty Ltd is a private company.

Exit Strategy

Tstix’s intention is to proceed to a public listing in the future.

• Licensee manufacturers in India and South Africa established • Sales agents in key markets including the USA, China and Japan • Discussions on-going with major blue chip companies for licensing of product as well as smaller companies in a number of countries.

Key Investment Highlights • A truly international business opportunity with potential to sell in the world’s largest markets – China, India, Japan, the USA, Europe and other world markets. • Tea, coffee and vitamins are established world markets – with Tstix® offering a unique new delivery system. • A simple, clean, convenient means of delivering tea, coffee and vitamins using high-tech micro-perforation technology. • Established manufacturing methodology for mass production. • Substantial investment in IP protection globally.

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 Tstix Pty Ltd.

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Company Name Sector Yr established Business stage Location Opportunity

Ukonekt Pty Ltd Mobile Applications 2008 Early Stage Gold Coast, Australia Capital Raising

Board & Management: Leigh Eggins - Director Leigh has over 15 years business experience within various industries. He has been responsible for managing a number of startups through to commercialisation.

Corporate Structure

Ukonekt is a Proprietary Limited company with 60% shares held by directors and 40% allocated for shareholders.

Executive Summary Ukonekt LIVE is a patent pending, mobile technology platform, which allows users to connect face to face, without disclosing any of their personal information. It has been designed to take advantage of the next era of technology growth, through Smart Phones, GPS/LocationTechnology and Social Networking.

Exit Strategy

Ukonekt plans to convert to a Limited public company in preparation for an expected buy out in late 2011.

Ukonekt LIVE will be licensed as a service to major mobile telecommunication providers, giving their millions of subscribers the ability to use media rich protocols. This service generates exceptional income for both the carrier and Ukonekt. Although our technology was developed specifically for Ukonekt LIVE, in the process of the patent application, we recognised it is a unique, wireless/mobile platform, with many other applications.

Competitive Advantages • A unique opportunity to issue licenses to mobile telecommunication carriers, guaranteeing lots of consumers and market penetration • Low execution risk: Strong management team, combining industry, operational and financial expertise • Large profit margins: Premium data charges versus actual costs to service • High barriers to entry for possible competitors • Ownership and exclusivity over IP

Key Investment Highlights • Clear exit strategy of a profitable sale to an industry provider within 3 years • High growth, low risk sector: Exposure to major mobile networks • Recession proof model • An innovative use of latest technologies has created a sustainable competitive advantage • $600k+ invested to date in research & development

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

www.wholesaleinvestor.com.au click on View Investment Opportunities and search for Ukonekt Pty Ltd.

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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; • Further supported by key intellectual property (potential opportunity to Patent) creating barriers to entry; • 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 • Switching costs are high due to suppression of previous data orders

Board & Management: 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 aCorporate boutique internet investment company Dominet Structure: Digital Corporation. 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.

• Platform rather than product focus reduces supplier power with multiple offerings • High-profile results orientated team (Founder and Investor in SME, digital and direct marketing space)

Exit

Key Investment Highlights

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.

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.

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 Mailing Lists Online.

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Considering

Private Investment By Jordan Green - AAAI

When entrepreneurs want to raise investment capital they usually start

Understanding your business model, intellectual property, market

by consulting their professional advisers including accountants, financial

opportunity and management capability is what Angel investors are

planners, lawyers and business consultants. There are many valid

striving for when they consider your investment proposition. You

responses and it will always depend on the particulars of the situation.

might remind yourself that it is the job of the entrepreneur to know and

However, if the business is seeking modest investment (up to $500K) to

understand the “customer” when trying to “sell” an investment in the

fuel rapid growth with an expectation of a sale of the business within five

business. Angel investors are amongst the easiest to approach and

years then it just might be a good candidate for Angel investment.

engage with as they are usually experienced entrepreneurs themselves.

Angel investors are private people investing their own money, usually in

They are out there because they want to invest so, whatever feedback

modest amounts ($10K-$100K). Since these investors typically seek a

they offer, as the entrepreneur try to receive it with an open mind. Active

substantial minority position in the ownership of the companies in which

Angels see hundreds of investment opportunities a year and many have

they invest, those companies must necessarily have consistently modest

been doing that for some years. Most will have a few investments;

valuations (<$2m). These factors are why most Angel investments are in

some may have dozens of investments. All are likely to have a lot more

early-stage businesses.

experience in the life-cycle decisions and transactions of a business

When planning to seek investment capital you will most certainly need to

than the typical entrepreneur.

refine your expectations in order that you are better prepared and thus,

A good example and another key point to consider in managing

more likely to succeed in raising investment capital. Business owners

expectations is the issue of future funding rounds. A wise investor

need to understand what you really want: a patient passive investor willing

in an early-stage opportunity will want to understand what level of

to fund a lifestyle business for future dividends, or an active investor

investment funding is required to reach the intended exit. If that capital

who wants to contribute to the success of a rapid growth business in

requirement is beyond the investor’s own appetite then the entrepreneur

exchange for a high order capital return. Indeed, there are other types

needs to indicate from where the balance of the funding will come. An

of investor that might better suit your need, including banks, strategic

entrepreneur knows the pain of being undercapitalised. An investor

investors from your industry, high net worth individuals, venture capital

also fears undercapitalisation because then the investment funds are

and private equity.

locked in a company unlikely to succeed and the investor has lost the

Like other classes of investments, serial Angel investors seek to create a portfolio that best fits their own, personal investment strategy. As Angels, they all share the fundamental philosophy that an investment is only worth making if they can add their intellectual capital to their financial capital because they believe that is the best way to succeed.

money. So, like exits, Angel investors often give very early attention to the lifecycle funding requirements. Again the entrepreneur’s answers don’t have to be rocket science and they don’t have to be right but, the investor needs the confidence of knowing that the management team are prudent planners.

So I suggest you do all the things an advisor usually recommends but, include a discussion about expectations regarding ownership, growth, investor involvement, subsequent rounds of funding and, perhaps most importantly, exit. For an equity investor an investment without a credible expectation of an exit is not an investment – it’s a gift! Angel investors will typically focus on the exit very early in the discussion because without confidence in the exit opportunity the other details are irrelevant. That is not to say that entrepreneurs are expected to have a perfect answer, nor even that the answer you have is what will eventuate.

Jordan Green is the Deputy Chairman of the AAAI & Chairman of the

The importance is for you to demonstrate that you are building a business

Melbourne Angels. He is a non-executive director for a number of angel

in alignment with the expectations of investors – an investor friendly

portfolio companies. Jordan@aaai.net.au

business. Investors are always seeking alignment of interests to ensure

www.aaai.net.au

their investment is successful and provides the anticipated returns. The Angel investment philosophy means that alignment requires a high degree of mutual confidence and trust between the Angel and the entrepreneur.

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Community Entrepreneurship combines with

Venture Capital in Africa By Stewart Craine, Barefoot Power For more details, please contact info@barefootpower.com

In Sri Lanka, a country of 20 million people, approximately 10,000 injuries

concepts, Barefoot Power’s reversed rural electrification ranked 11th in

and 100 deaths occur annually from burns. 80% are flame burns, mostly

the 2009 Australian Anthill Magazine Smart 100, and won 3rd prize in the

due to spilled kerosene lamps, open firewood stoves and exploding

2006 global Business in Development competition.

kerosene stoves. Women aged 10-40 are most affected – these incidents often emanate from the kitchen. There are few global estimates, but expert opinions indicate that, for 1.5 billion people using kerosene lamps and 3-4 billion using biomass or kerosene in dangerous stoves, 1 in 100,000 dies from burns, or 15,000-40,000 people annually. Injuries total 100 times this rate – 1 to 5 million people per year, one every 20 seconds. Burns are but the tip of the iceberg – the poor, mostly women and children, consume the equivalent of several packs per day of smoke from indoor cooking, resulting in chronic respiratory disease and eye diseases. Indoor air pollution is ranked as the 3rd biggest killer of the poor, killing 50 times more people than burns, twice as many as AIDS and five times more than malaria or TB – around 1.6 million deaths per year. Energy poverty must be reduced.

Despite this recognition, Australian venture capital firms and cleantech investors are reluctant to invest. Local donors have also been difficult to convince. To fill this gap, we aim to replicate in Australia our successful engagement of angels and social investors from Europe and North America. Attending the February 2009 National Angel Investors meeting started this engagement, and the organizers, including Jordan Green, have been very enthusiastic, as have several angel groups. With angels engaged from Europe, USA, Australia and Asia, the Barefoot Angels program has gone global. A new co-managed Fund aggregates this interest, seed-financed by four foreign social investors, who have been financing the poor across 50 countries for 30 years, and have never lost a cent (www.oikocredit.org). With such management expertise engaged, Barefoot presents investment in cleantech for the poor as a

Implementing interventions via the traditional aid model requires us

viable option to Australian investors. We have de-risked pro-poor energy

to calculate the cost of a solution ($100-500/household for electricity,

investments, by showing we can, in a 4-6 month cycle, manufacture, ship

an improved cookstove, etc), then multiply by the need – 300 million

and sell renewable energy to the poor, allowing investors to “dip a toe in

households lacking electricity, 500 million using biomass cookstoves.

the water” via 6-12 month loans.

A total of about $100 billion implemented. Using 10-year lifetime technologies, this results in an annual cost of $10 billion. This is 10% of annual international aid. Will donors spend 10% of their budgets directly on energy? Donors do not change habits quickly, despite calls from the likes of Jeffrey Sachs, Kofi Annan and the Millennium Villages Project.

Barefoot Power will reach our goal set in 2005 – to help 1 million people gain access to electricity by 2010. As market leader and keeper of promises to the poor, our 2015 goal can only be limited by the support received from investors. We hope that soon at least 50% of investment in Barefoot Power, an Australian company, can actually come from Australia.

An alternative model utilizes existing village economies. The Lighting

By 2020, the majority of the poor need no longer suffer injuries and

Africa and Lumina Projects found the poor spend $1/week on kerosene

deaths from archaic energy technologies and bringing an end to poverty

and disposable batteries for lighting. For 300 million households, this is

this century via pro-poor innovation can create inspiring, rewarding and

$15 billion/year. Households often spend even more on cooking fuels

challenging career paths for young Australians.

– the poor’s energy expenditure could be $50 billion/year. The World Bank only spends about $0.5-1 billion annually on rural electrification. Microfinance, a great success story, is only a $5-10 billion/year industry. Hence, there is far more cash available in the villages than available from aid. This cash expenditure is literally burned – in lamps, in stoves – resulting in zero assets. Our challenge is to engage the poor as poorlyserviced consumers, offering innovations to redirect their cash into long-lasting energy assets. With innovative design, brave investors and adventurous entrepreneurs, the poor can end energy poverty far faster than the traditional aid model. To cause redirection of expenditure by the poor, capital-intensive energy investments are broken down into 3-12 month payback increments. Barefoot Power’s home lighting products are plug-and-play expandable systems. 100,000 people already benefit from solar desklamps we have sold, for cash, to the poor across 15 countries. Microfinance partners are also being engaged, to either give loans to entrepreneurs who can sell $520 products for cash, or to give 1 year consumer loans for $15-100 home lighting kits. Larger kits can recharge mobile phones, a technology which has perfectly proven that small, mobile infrastructure can very rapidly leapfrog old pole-and-wire technologies. For this innovative products and

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THE INTELLIGENT ALTERNATIVE

Within easy reach Some law firm partners can be remote. Communication is through relays. Our partners work directly with clients. Easily accessible when you need them. First hand knowledge, responsive advice. The Intelligent Alternative.

www.deacons.com.au

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