Wholesale Investor June / July by Steve Torso

june/july 2010

INVESTMENT OPPORTUNITIES FOR WHOLESALE, SOPHISTICATED AND HIGH NET WORTH INVESTORS

ASX Listed Sustainable personal product company focussed on eco-nappies (18)

Affordable, efficient lighting systems for developing countries (14)

Uranium exploration company with tenements near existing Ranger Mine (17)

World leading Pharmacy based diet meal manufacturer (16)

630-unit waterfront marina development (13)

Residential rent roll aggregation and operational specialist (21)

Plus: In Search of the Standard Venture Capital Terms Sheet (8) Superannuation - a massive reserve for investing in young businesses (9) An investment that aims to do more than just make money (10) Q&A with a Venture Capitalist - Morgan Trusscolt Capital (11) A strong management team â&#x20AC;&#x201C; the recipe for investor success! (12) Innovative renewable energy conversion technology (20)

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

The earlier you book, the more you save

Clean as.

31 August – 3 September 2010, Kowloon Shangri La, Hong Kong Partners and Endorsers:

WHERE ASIAN CLEANTECH AND GLOBAL CAPITAL CONNECT

Beijing Cleantech Ventures

400+ 200+ 150+ 80+

top executives investors cleantech companies speakers

15 15 4 2

partners panel discussions days of intensive learning days of unsurpassed networking

MEET OUR SPEAKERS WHO ARE BEHIND THE GLOBAL CLEANTECH REVOLUTION

Sponsors:

Mark Fulton Managing Director and Global Head of Climate Change Investment Research and Strategy Deutsche Bank Climate Change Advisors (DBCCA), USA

Sun Wan Song Director of Project Operations, China Investment Promotion Agency Ministry of Commerce, China

Ma Junru Former Chief of China Foreign Experts Bureau and Current President of World Innovation Institute, China

Alex O’Cinneide Managing Director Masdar CleanTech Fund, Abu Dhabi Future Energy Company, UAE

Andrew Musters Overall Head of Private Equity Sam Private Equity and Robeco, Switzerland

James Hung Head of Corporate Venture Capital Asia Pacific BASF, Hong Kong

Justin Adams Vice President for Strategy and Ventures BP Alternative Energy Ventures, UK

Gerd Goette Investment Partner Siemens Venture Capital, USA

Neil Auerbach Founder and Managing Partner Hudson Clean Energy Partners, USA

Marianne Wu Managing Partner Mohr Davidow Ventures, USA

Edward Gustely Senior Advisor Ministry of Finance and Government Investment Unit, Indonesia (Architect and Co-Founder of the $1 billion Indonesia Green Investment Fund)

Richard Hsu, Managing Director Intel Capital, China

Charles Vaslet Partner Emerald Technology Ventures, Switzerland

Hope Chen Executive Director & Head Draper Fisher Jurvetson, China

Joseph Jacobelli Group Director - Carbon Ventures CLP Holdings, Hong Kong

Ian Zhu Principal Tsing Capital - China Environment Fund, China

Response Form Co-located with

Fax to +(65) 6226 3264

I want to register for the conference. Please send me the registration form. I want to discuss sponsorship opportunities. I want to discuss speaking opportunities.

The 4th Annual

Name ..............................................................................................................Job title .............................................................................. Organisation ................................................................................................................................................................................................ Address ........................................................................................................................................................................................................ Tel .......................................................Fax ...................................................... Email .................................................................................

Produced by:

Full list of speakers and programme agenda is available at www.terrapinn.com/2010/cleantechasia. For immediate registration, Call Candy at +65 6322 2770 or register online via www.terrapinn.com/2010/cleantechasia.

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

w june/july 2010

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

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

Editorial 5

Upcoming Events

Company Updates

In Search of the Standard Venture Capital Terms Sheet

Superannuation - a massive reserve for investing in young businesses

An investment that aims to do more than just make money

Q&A with a Venture Capitalist - Morgan Trusscolt Capital

A strong management team – the recipe for investor success!

By Geoff Waring, Founder, School of Private Equity, Strategy and Entrepreneurship By Andrew Ireland, Principal, and James Millea, Senior Associate, Argyle Lawyers By Chris Cuffe, Director, Third Link Investment Managers

With Tim Stanford, Director, Morgan Trusscolt Capital

By Andrew Blunden, Managing Director and Founder, Part Time Professionals

Opportunities 13

Ceduna Keys Development

Barefoot Power

EasyFood

Eclipse Uranium

EcoQuest (ASX:ECQ)

Azure Energy Technologies

Vogue Management

Phase Changer

Lobster Harvest Limited

Crescent Gold (ASX:CRE)

AG Delta

Commissioners Gold

Spark Solar Australia

Rentmaster

Wireless Nation

Hunome

MyGuestlist

Gratuk Technologies

KFSU

Listing Index

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

Letter from the Managing Director One of the greatest benefits of my position is the ability to see tomorrow’s technologies today and meet the CEOs who are looking to improve and contribute to our quality of life for this generation, as well as the ones to follow.

strong financial results to many Australians. Investors have had losses, but the wins have frequently delivered significantly more value. Best of all, investors in this space realise that this is part of the process. Over time, I believe Australia’s other leading sectors will get the same opportunity to flourish as the mining sector has. The more money made in each sector, opens the door for more re-investment which over time allows the innovation and potential for individual sectors to grow organically. As the markets evolve, so too will the potential capital available to the sector. Wholesale Investor is committed to opening the potential for Australia’s industry leaders, high net worths and CEOs to continue the building of their sector of passion.

One of the biggest criticisms for the space in which we operate is the lack of Venture Capital funding. For a while now it has been our argument that there is not a lack of funding, but often a lack of education and strategy about the Capital Raising process.

Regards, Steve Torso – Managing Director, Wholesale Investor Magazine

In the last 6 months my attention has been consistently drawn to the mining sector. The mining sector is one which can provide a great example for the potential of Venture Capital in other sectors. Over the last few months I have observed that good opportunities are well funded, brokers will seek to specialise in mining stocks, service providers hold quality events for companies to showcase their offerings, CEO’s are well versed in the commitment and time required to raise the desired capital. Most importantly, there is a healthy pool of management talent looking for their next opportunity. The simple reason for this is that Australia’s mining sector has delivered

Steve Torso Managing Director

Michelle Smith Editor

OPPORTUNITY AND NETWORKING EVENT A RARE OPPORTUNITY TO HEAR FROM CEOS OF PRIVATE, PRE-IPO AND ASX LISTED COMPANIES The evening will consist of:

Who is this event for?

• Investor presentations from dynamic, high growth companies

• High net worth investors

• Networking with HNW investors, fund managers, CEOs and Entrepreneurs over drinks and canapés

• CEOs of private and public companies

FREE ATTENDANCE COMPLIMENTARY DRINKS & CANAPÉS

• PE, VC and Investment Banking representatives • Accounting legal and insolvency practitioners • Corporate Advisors

TUESDAY JULY 27TH Commencing 6.30pm to 9.00pm RACV City Club 501 Bourke Street Melbourne

• Financial media representatives

Places are limited. Register immediately:

• Representatives from Broking and Planning firms

wholesaleinvestor.com.au/events Or contact our Melbourne office on 1300 899 171

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

Upcoming Events Symposium have teamed up with the Trading and Investing Expo to enable investors and resource companies to connect during a two day exhibition. Australia is in an enviable position with its wealth of resources. These expos represent a unique opportunity for resource and energy companies to connect with investors, and investors to learn about opportunities in the resource sector directly from senior management. To register for this event, or for more information go to: http://www.symposium.net.au/

MELBOURNE EXHIBITION CENTRE - 23rd & 24th July 2010 SYDNEY EXHIBITION CENTRE - 29th & 30th October 2010

With the Australian real estate market reaching its trough, the start of 2010 has presented opportunities aplenty for both domestic and global property players alike. Amidst improving investor demand for new transactions, buoyant demographics and transparent legislation, Australia is presently one of the most self sustaining and attractive property markets in the world with real recovery fundamentals and significant growth potential. As institutional investors and top developers look to profit from recovering market conditions and stable property values, the 5th annual REIW Australia presents a unique global platform for leading Australian property companies to meet their targeted institutional clientele. To register for this event, or for more information go to: http://www.terrapinn.com/2010/reiwau/

REIW AUSTRALIA 2010 - WHERE OFFSHORE INSTITUTIONAL CAPITAL MEETS AUSTRALIAN PROPERTY PLAYERS

The Trading & Investing Seminars & Expos have collected some of the world’s leading independent investment experts and put them together for one reason – to give attendees the most insightful and up-to-date knowledge needed to grow their wealth and make smarter investment decisions with their money. With over 30 high quality seminars and workshops on offer each day plus a major exhibition showcasing the latest investment products, trading platforms, financial services and software, this is one event you simply can’t afford to miss. To register for this event, or for more information go to: http://www.tradingandinvestingexpo.com.au/

MELBOURNE EXHIBITION CENTRE - 23rd & 24th July 2010 SYDNEY EXHIBITION CENTRE - 29th & 30th October 2010

Accessing Asian Clean Technology Investment, Licensing Rights, Partnerships and Capital with innovators, investors, governments and industry players. Clean Technology Investment World Asia is Asia’s definite platform where investors, financiers, energy users, governments, clean technology innovators and business leaders convene to identify investment opportunities, raise capital, access licensing rights to new innovative technologies and form strategic partnerships. To register for this event, or for more information go to: http://www.terrapinn.com/2010/cleantechasia

CONNECTING CAPITAL WITH ASIAN CLEAN TECHNOLOGY INNOVATIONS

Running for the 4th year, Infrastructure Investment World Asia is an event that brings together infrastructure developers, governments, investors, financiers and supporting industries to assess investment, project development and capital raising opportunities across Asia’s infrastructure landscape. It is an event where: • Infrastructure developers assess direct investment opportunities in the region, source capital from diverse avenues and establish key partnerships with governments, investors, banks and many others to tap into Asia’s fast growing infrastructure sector • Infrastructure fund managers raise capital from Asian investors and identify potential infrastructure assets or companies to invest in • Corporate investors, institutional investors and other limited partners to evaluate different investment channels and asset allocation strategies to maximize long-term steady returns from Asia infrastructure sector • Governments from different Asian countries to present potential projects for investment & to raise capital For more information about this event, please visit www.terrapinn.com/2010/iiahk

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

Company Updates For more information regarding the companies below, please go to wholesaleinvestor.com.au, click on View Investment Opportunities and search by their name.

QBiotics closes $10m capital raising in 26 days QBiotics Limited, a QLD based life-sciences company, has successfully raised $10m through an Offer Information Statement. The offer opened on the 27th May and closed over-subscribed on the 21st June 2010. QBiotics first listed with Wholesale Investor in May of 2010. The CEO of QBiotics, Dr Victoria Gordon was very pleased with the result, as well as the support and promotion provided by Wholesale Investor. “We were delighted with the progression of the raise and extremely impressed with the high level of professionalism, support and exposure that Wholesale Investor brought to the project” said Dr Gordon. “The funds will be used to fast-track development of our anti-cancer drug EBC-46 into Human Trials.” “Using Wholesale Investor significantly boosted our exposure directly to investors who are serious about investing,” Dr Gordon added. “We received over 200 enquiries directly from their website. Of all the promotion we did, the most successful was via Wholesale Investor due to both the nature of their targeted investor database and the timeliness of investor response. Any business seeking capital would be wise to consider Wholesale Investor as part of their capital raising strategy.”

proven to successfully reduce or destroy solid tumours in over 150 dogs, cats and horses in Phase II type studies, and is in late stage preclinical development for the human market. Should EBC-46 prove to successfully work in humans, the value of the drug would be substantial due to its potentially broad market application and the added benefit of having no significant negative side effects (as demonstrated in animals studies). Funds have come from private individuals, high net worth and professional investors. The success of the capital raising means QBiotics now has sufficient funds to complete Phase I and potentially part of Clinical Phase II Human Trials without the need for a further capital raising. Although human life-science investments have the potential for high returns, these investments are traditionally risky. However, QBiotics has the “safety net” of a veterinary drug nearing revenue where the global market is estimated at over $900m per annum. QBiotics CEO Dr Victoria Gordon says “moving forward into Human Clinical trials is an important milestone in the progress of the company. EBC-46 has shown real-world “proof of concept” in animal trials and we are excited that we now have the funds to take EBC-46 into human development” For more information, please visit www.qbiotics.com

EBC-46, which was discovered in 2004 in the seed of a fruit from the Nth QLD Rainforest and is in development for the treatment of solid tumours in companion animals and humans. The drug is about to enter Clinical Phase III type studies in animals, having

Renowned expert Professor Derek Jewell to chair Atlantic Healthcare’s European faculty of leading IBD specialists Professor Jewell, of Oxford University and John Radcliffe Hospital, Oxford, is one of Europe’s leading experts in the treatment of IBD and has been Chairman of the International Organisation for the Study of IBD and is a past-President of the British Society of Gastroenterology. Part of the remit of Atlantic Healthcare’s European IBD Faculty will be to help the Company to progress alicaforsen, a breakthrough for the treatment of pouchitis and explore its use in the treatment of other IBD conditions. Alicaforsen is an anti-inflammatory, intercellular adhesion molecule (“ICAM-1”) inhibitor that acts by switching off a key protein that causes inflammation in the gastro-intestinal tract. Professor Derek Jewell, Chairman of Atlantic’s European IBD Faculty commented: “Alicaforsen has the potential to become a real breakthrough for the treatment of Inflammatory Bowel Diseases where there still remains a major unmet need. I have patients currently suffering with recurrent pouchitis, for which there are no approved products and there are few alternatives to major surgery. I look forward to helping Atlantic Healthcare respond to the needs of these patients through a Named Patient Supply programme and wider international availability following further clinical development.” Atlantic Healthcare’s first drug, alicaforsen, is about to go into production ahead of launch.

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

Company Updates KFSU FINALIST IN THE ATS MEMBER OF THE YEAR AWARDS Three KFSU board members will travel to Brisbane for the 2010 Australian Technology Showcase Business Development Summit. KFSU is a finalist in the ATS Member of the Year awards this year after winning the Rising Star award last year (for best new company most likely to succeed).

MyGuestList launch iPad application and record profitable Proof of Concept

Immediately after, Gen Masaki will travel to Japan to finalise the health bar project that has been developed in Australia by KFSU for MIKI Pharmacy - the sales arm of Medical Pharmacy Corporation in Japan.

MyGuestList, Australia’s first, automated guestlist management and hospitality CRM solution is entering a new phase with the launch of its iPad Application and by recording a Profitable Proof of Concept.

This bar was developed utilising Fibacel™ as the main fibre ingredient and will be co-branded with the Kfibre™ logo for sale through Miki pharmacies sales outlets which include pharmacies and a large chain of convenience stores.

iPad App Rollout: The MyGuestList iPad App is currently being trialled giving venues a dynamic tool to manage guestlists, review late changes and view attendance patterns in real time. By being first-tomarket, and by leveraging the versatility of the iPad, MyGuestList has made a strategic move to capture the attention of venues by providing tangible marketing, promotions, security and forecasting benefits.

A pleasant side bar to the development of these three health bar products is that the Fontelle Group who helped develop the bar and who will be the Australian manufacturer have developed an interest in utilising Fibacel™. Fontelle manufacture 30% of health bars in Australia and New Zealand for a large range of international and local companies.

Profitable Proof of Concept: The number of new accounts has increased to over 60 in Melbourne alone. The company is also in late stage negotiations with larger hospitality groups each with numerous venues. MyGuestList has experienced month-on-month revenue growth since inception in 2009 and is forecast to be profitable for FY09/10. The company is currently completing a capital raising, available on Wholesale Investor, to effectively scale the business interstate to capitalise on these developments.

Gratuk to short cut time to market for a range of new animal pharmaceuticals

MRS assemble team of International Forensic Auditors MRS is a quality assured ISO 9001 company focused on providing project resources to various companies throughout the world. As a company we are highly experienced in areas such as Quality Assurance, Document/Data Management, Environmental Services, Training, Recruitment, Laboratory System Set Up and Auditing, enabling us to tailor unique services to suit to any business need.

It is common for a new drug to be 10 years in development and cost many $100 millions. However, the Gratuk team have worked with the technology for the past 10 years and now know precisely what they have to do. They are taking products the body makes naturally, and that they have developed before, and producing them in commercial quantities.

MRS have recently assembled a team of International Forensic Auditors with national and international expertise across varied forensic disciplines including criminal laboratory processes and reporting, quality management and auditing, scientific skills development, disaster victim identification and criminal database implementation and management. To aid this implementation we have secured large long term contracts with the American University Libya and Qatar University. Further information can be obtained by contacting Paul Morffew.

What this means is that the Gratuk team is already 7 - 8 years along in the 10 year cycle for these drugs. The funding sought for the projects is for final stage production, fast tracking returns to investors, and giving Gratuk a “first to market” competitive edge over other companies. Direct competitors will still need to develop the base technology to be able to make competitive products. Meanwhile Gratuk will be further along in the next release.

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

In Search of the

Standard Venture Capital Terms By Geoff Waring, Founder, School of Private Equity, Strategy and Entrepreneurship

Can we simplify the investment terms in venture capital? Can we do for investment transactions what the Model T Ford, the container and pallet did for transport? While working on a course for entrepreneurs seeking venture capital, it struck me the process was more complex than it should be. Say you have started a business which has fabulous growth potential, but it cannot be self-financed. Normally an interested venture capital investor emails the entrepreneur a terms sheet which summarises the proposed terms of an agreement between them. How can we make this complex contracting process cheaper and fairer for both sides? The answer is to define and use industry standard terms as a starting point. Any variations from this should be justified, rather than the venture capital firm’s initial offer being the starting point. The National Venture Capital Association (NVCA) in the US has published a standard terms sheet in the resources section of their website (nvca.org). However the NVCA is investor-oriented and uses US laws. I would like The Australian Venture Capital Association (AVCAL) to do something similar. Below is a list of reasonable terms all first round venture capital agreements should have which align interests and allocate the risks to the parties that can best manage them. Negotiations should then be mostly on valuation and the amount invested. 1. Founders have ordinary shares, investors have either ordinary shares or convertible preference shares with non-cumulative dividends. 2. 1x liquidation preference, with preference shareholders not participating in the balance left over. 3. Payments in staged tranches tied to milestones. 4. Redemption rights to investors after 5 years at original investment plus accrued but unpaid dividends. 5. Broad-based weighted average anti-dilution, with exemptions for any share issues whose purpose is not to raise new finance. 6. Pro-rata pre-emptive rights to investors to buy new share issues.

11. Consent of a majority of preferred shareholders required for critical transactions such as issuing debt or equity or, buying or selling high value assets or closing or selling the company. 12. I nformation rights to quarterly financial accounts for preference shareholders. 13. Percentage of equity set aside for employee incentives to be explicitly recorded as coming from founders’ or investors’ shares or both. 14. Minimal salaries for founders and no outside employment. 15. Confidentiality and 30 days exclusivity. 16. A capitalisation table summarising ownership shares before and after financing. Angel investment clubs would use the same standard terms to these. Terms sheets for individual angels should only have ordinary shares and items 9 to 16 above. With smaller investments, individual angels rely more on active involvement and relationships than costly contractual terms. I would like IP Australia to create an online terms sheet generator. IP Australia has done this for confidentiality agreements and supplier contracts. These have personally saved me thousands in legal fees. A prominent Silicon Valley law firm (Wilson, Sonsini, Goodrich & Rosati) did it for the US. The benefits are reduced transaction costs and fairer contracts between entrepreneurs and investors. Standardisation and simplicity stops better informed parties from conceding on transparent terms, only to be tougher on less-transparent terms.

7. Company has right of first refusal on sales of founders’ shares. 8. 25% of founders’ shares vest immediately, then 25% annually up to three years. Full vesting before three years if the company is sold. 9. Voting rights for preference shares are on a 1:1 as-converted to ordinary shares basis. 10. Founders and investors have an equal number of board seats (1 or 2 each) with a mutually agreed independent director holding the remaining seat.

Geoff Waring Geoff Waring is a professional educator and the founder of spese.com.au. He offers online courses in private equity, strategy and entrepreneurship. Previously Geoff was on the faculty of the Australian Graduate School of Management and business schools in the US and Hong Kong. Email: geoffwaring@spese.com.au

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

Superannuation - a massive reserve for

investing in young businesses By Andrew Ireland, Principal, and James Millea, Senior Associate, Argyle Lawyers

Young businesses looking for equity investment should consider how their value proposition can be made attractive to superannuation funds. Superannuation funds currently manage investments worth trillions of dollars, with hundreds of million of dollars of cash being added to the various funds annually. If you ignore the retail and industry super funds and just focus on the self managed super funds, which form the largest segment of the superannuation market, then your focus is on 407,000 funds which manage over $300 billion worth of assets of which an estimated $100 billion is in cash. Start up businesses, new technology businesses and IP heavy businesses should be interested in superannuation fund money as, on a needs benefit basis, the SMSF market can be symbiotic to and very complimentary of the capital growth and cashflow realities of select young companies. Superannuants don’t need to access

Superannuation funds enjoy tax rates of only 15% on revenue and 10% on capital gains before a member retires and no tax on revenue or capital gains after retirement. Can you think of a more tax effective investment vehicle? Of course not all young companies will be attractive to superannuation funds, but those that may be should be aware of what a superannuation fund looks for and needs to satisfy itself with when assessing an investment. Foremost a superannuation fund must comply with stringent duties and obligations when making an investment decision to ensure that assets are properly invested for retirement purposes and member benefits are protected. A super fund must have an investment strategy and make investments on an arms-length basis. The strategy must reflect the purpose and circumstances of the fund and take account of, among other things, the risks involved in making the investments and their likely returns and the liquidity of the investments and the ability of the fund to meet liabilities. The investment rules are the most important prudential requirements under the superannuation legislation and are designed to ensure investment risk is appropriate for retirement provisioning and if not then the ultimate sanction may involve loss of the preferred status of a superannuation fund.

“focus on 407,000 SMSFs which manage over $300 billion worth of assets of which an estimated $100 billion is in cash...” To maximise the investor pool that a young business could hope to access, regard need to be had to the investment requireme of superannuation funds generally, which may result in the business management needing to more thoroughly prepare and present the value proposition of the business and satisfy some essential requirements concerning superannuation compliance. Of course the converse is also true, namely a young business will be unable to access a potentially significant pool of investor funds if it is unaware of the requirements which it needs to satisfy. .. Ignorance may be bliss, but it won’t help you build your business nor access $100 billion in cash waiting for investment. their superannuation assets and value until their retirement and therefore the trade off of immediate return for medium to longer term capital growth and reward is more likely to be enticing and therefore seriously considered. The significance of superannuation fund money as an investment source has increased markedly over the last few years as changes to legislation and decisions of the Australian courts have helped establish superannuation funds as the preferred investment vehicle. Due to statutory investment protection and taxation incentives more and more funds are being funneled into superannuation. The significance of their preferential standing was further increased when legislative changes were made in 2007 allowing super funds to borrow money to make an investment, something which previously had limited their general investment utility.

Andrew Ireland & James Millea Andrew Ireland aireland@argylelawyers.com.au is a Principal and James Millea jmillea@argylelawyers.com.au is a Senior Associate with Argyle Lawyers specialising in commercial and corporate law with a particular focus on start-ups, private equity, renewable energy and commercialisation of intellectual property. Argyle Lawyers also has lawyers specialising in superannuation and financial services. Web: www.argylelawyers.com.au

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

An investment that aims to

do more than just make money By Chris Cuffe, Director, Third Link Investment Managers

THERE ARE VERY FEW INVESTMENT OPPORTUNITIES THAT AIM TO MAKE A CONTRIBUTION TO SOCIETY AS WELL AS MAKE MONEY – THIS IS ONE OF THEM. In an Australian first, investors now have the opportunity to invest in a professionally managed investment fund, the Third Link Growth Fund, with all fees received, net of expenses incurred, donated to a non-profit organisation working on solutions to some of the most pressing challenges facing our community. The Third Link Growth Fund operates as a fund of funds structure, primarily investing in selected professionally managed investment funds. It is a diversified, growth-oriented investment, requiring a minimum investment of $20,000, suitable for investors with a minimum five year time horizon. As the Portfolio Manager of the Fund, I manage both the asset allocation and individual investment decisions, drawing on the generosity of former colleagues and contacts from the funds management industry. Over the course of my career I’ve had the privilege of meeting some of the most talented people in the industry and I’m now drawing on this pool of expertise to help me in my quest to provide ongoing funding for the important work being done in Australia’s social or “third” sector. A volunteer panel drawn from senior levels of the Australian investment industry provides input in relation to the investment environment, strategy and specific investments held. This is in addition to the leading investment and service professionals involved with both managing the money and operating the Fund, all who have agreed to waive some or all of the fees that would otherwise be due to them for services rendered. There are no entry or exit fees payable by investors in the Third Link Growth Fund and no commissions are paid to financial intermediaries. An ongoing management fee of 1.4 per cent per annum of the gross asset value of the Fund, from which normal operating expenses are met, is charged. Table1.a (right) shows the Fund’s performance after fees, relative to the Morningstar Multi-sector Growth Market Index, as at the end of April 2010. Launching the Fund just as the Global Financial Crisis hit was unfortunate timing and has impacted performance – albeit that the Fund has handsomely outperformed its benchmark over different time periods. However I believe the outlook for the Fund to be positive in the mid term, particularly given its current bias to the Australian share market – despite the recent market correction.

Social Ventures Australia invests in social change to improve the lives of the disadvantaged

contribution to the non-profit sector will equate to more than one per cent per annum of the Fund’s value. Already its donating around $40,000 each month and I’m hoping to triple this over the next year. Currently donations are directed to Social Ventures Australia (SVA), the brainchild of former Macquarie private equity executive Michael Traill, a non-profit organisation that helps increase the impact and build the sustainability of high potential ventures in the social sector. If our funds under management target is achieved, it will mean that an investor who invests $50,000 in the Third Link Growth Fund will effectively be contributing at least $500 per annum to the important work of SVA – all while still enjoying the commercial investment returns that the fund offers. In summary, this is an investment opportunity that aims to make a contribution to society as well as make money – surely an opportunity worth considering?

Since inception (June ’08) p.a.

1 year

6 months

3 months

1 month

Third Link Growth Fund

+5.3% p a

+31.8%

+6.5%

+5.5%

+0.2%

Morning Star MultiSector

-2.7% p a

+18.5%

+5.4%

+4.0%

-0.4%

Fund relative performance

+8.0% p a

+13.3%

+1.1%

+1.5%

+0.6%

Table 1.a Returns are calculated after fees have been deducted and assuming reinvestment of distributions. No allowance is made for tax.

About Chris Cuffe

During a recovery phase people are always worried about whether the recovery will last – hence the saying the ‘the market climbs a wall of worry.’ On this occasion, Europe and the US do have much greater debt burdens than has been the case in the last 50 years – so for them this wall is that much higher. However from an Australian point of view, Asian countries are now much more important (our top four trading partners are Asian and even more importantly this is where 70% of our exports now go) so it may be that the fragility of the US and Europe is less of a concern.

Chris Cuffe is a stalwart of the funds management industry, with over 25 years experience. During his time as CEO of Colonial First State, and later Challenger Financial Services Group, Chris gained a reputation for being able to anticipate investment trends and corral top investment talent to take market leading positions. In addition to managing Third Link Growth Fund, Chris is a director of a number of financial services organisations including UniSuper and Centric Wealth.

The structure of the Third Link Growth Fund mean that once it comes close to reaching its target size of $150 million, it is envisaged that the

www.thirdlink.com.au

Important information: Investors should be aware that past performance is not indicative of future performance. Returns can be volatile, reflecting rises and falls in the value of underlying investments. Potential investors should seek independent advice as to the suitability of the Fund to their investment needs. Treasury Group Investment Services Limited is the responsible entity for the Third Link Growth Fund. Applications can only be made on the form in the current product disclosure statement dated 31 March 2010. A product disclosure statement can be obtained by contacting Third Link or on www. thirdlink.com.au. Potential investors should consider the product disclosure statement before deciding whether to invest, or continue to invest, in the Fund. Investors were not only rewarded in the uplift to IPO from Pre-IPO they also saw significant upside post listing. The company also has strategic relationships with Arrow Energy and Santos so the company is well positioned to continue its run to date. Note: The investment opinions contained in this article are general in nature. Seek investment advice before making financial decisions. It should be remembered that pre-IPO capital is considered high risk. Past performance is not necessarily a guide to the future and an investor may not get back the whole amount they originally invested.

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

Q&A with a Venture Capitalist

Morgan Trusscolt Capital With Tim Stanford, Director, Morgan Trusscolt Capital

Q1 How is your business different from other Venture Capitalists? MTC invests funding and intellectual capital in marketing led growth programmes. In essence we underwrite the risks of accelerated top line growth. We don’t take equity in businesses or invest in working capital. We are paid mainly on the basis of growth that we achieve and are both fully accountable and aligned to a client. We took the best of Venture Capital, Business Advisory and Marketing Services and created a unique model to help businesses grow their top line and their profitability. We are not a passive investor either. Far from it! As our income is dependent upon our ability to work with a client to grow the top line we get involved with all aspects sales and marketing.

Q7 What are the top 5 things you look for when seeking to invest into a company? Good management, passion for growth, a willingness to change, differentiation in products or service and a strong grip on cash flow.

Q8 What do you look at as an indicator for an ideal time to divest your share holding? We don’t take shareholding in a business but we do lock in a partnership Growth Contract for 3 years as realistically this is what it takes to make a return on our investment in marketing and change management we do.

Q2 How do you assess a business’s growth potential? We start off with just a chat over coffee and get to know each other. Given we are so active within a business, personal chemistry is really important before we embark on a journey together. If both parties are satisfied there is potential in the relationship we sign an NDA and commence a detailed Scoping Study which is a statistical study of demand drivers. It allows us all in a very transparent way to assess where sales are going to come from. Our statistician has managed hundreds of these so it’s a very realistic set of numbers that are then anchored into a business’s capabilities to service demand. Once we have a model it is a very transparent process to identify incremental growth, investment needs and how the growth will be funded. Often these grounded models are useful to share with other investors.

Q3 As a Venture Capital firm, what kind of companies do you look for? Generally, emerging business with excellent management, a unique product or service focused in the B2C area. We also work with a few large multinationals that want to work with an aligned partner focused on growth with skin in the game. Not all of our clients need funding. Nor do they need advisors. What they do need is an aligned partner that can help them work on the implementation of a sales and marketing plan.

Q9 What are you optimistic about? Q4 Do you have a specific niche or industry which interests you? We work exclusively in the B2C area. Beyond this we work in Pharmaceutical, on line retailer, grocery FMCG, insurance, home products and plenty of other areas. Many of the challenges are the same but different environments and players. We are increasingly finding more of our clients are looking for an online presence which helps them harvest sales at a very low cost. Conversion funnels are crucial as consumers have very little patience for slow or clunky websites.

Q5 What impact did the turbulent public markets of the past 2 years have on your business? Our sources of funds have broadened in a market that is less liquid. We have some interesting sources of funds that a traditional Venture Capital company would not have access too. We also do a lot more “what if” modeling now to really stress test some of the macro assumptions. We also have less tolerance for accepting mediocre talent within clients and drive a faster agenda as being nimble is a pre-requisite these days. We find our clients like a turbo charge once they accept they need it.

Q6 What tips do you have for investors seeking to invest into private companies? Make sure you understand the business, the sector and the management capabilities. Investors should probe as necessary but don’t dither, make a decision to invest or not.

Change! Tough times encourage small businesses to pop up and large businesses to change. This demands people look at things differently and presents great opportunities for those that recognize them.

Q10 Where do you see the opportunities over the next few years? Businesses that recognize how they “add value” and this is reflected throughout their business model. I think the best definition of a brand I ever came across was “a promise made and a promise kept”. Most businesses are poor on the delivery but often it is this authenticity that makes a difference and allows good businesses to become great.

About Morgan Trusscolt Capital Morgan Trusscolt Capital uniquely facilitates investment in growth programs. In a space dominated by service agencies that charge fees based on time and materials, our returns are based on our client’s business growth. www.mtcapital.com.au

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

A strong management team –

the recipe for investor success! By Andrew Blunden, Managing Director and Founder, Part Time Professionals

In Wholesale Investor’s quarterly surveys the strength of the Management Team is consistently identified as the most important ‘deal attribute’ for investors. This is not surprising; Companies may survive with mediocre management when things are going well and challenges are few, but introduce some ‘curved balls’ and these same companies struggle and fail if they have an inferior team making key decisions. As an investor, I look for companies whose management teams can cope with a variety of challenges. After all, I will be relying on these people to steer the company in the right direction – no matter what the local or global economy throws at it. As Jim Collins wrote in his book Good to Great, if you first have the right executives “on your bus” you will more easily adapt to a changing world. No-one doubts that the world is constantly changing. But what defines a strong management team? Is it their academic qualifications, their experience, their professional networks, their diversity, their independence or their knowledge of the industry?

be as much a portend of failure as having no CFO at all. Not only must the CFO manage the financial reporting process, they must also engage successfully with both internal (staff, other executives) and external stakeholders (bankers, investors, regulators etc). The value of a CFO to an organisation during start-up and highgrowth mode is enormous. Yet often it is these companies who defer appointing such an individual to their management team. Why? Here are some excuses that I have encountered: • Cost – they are too expensive for a start-up! •H istory – we have used the same book-keeper for years and do not want to ‘rock the boat’ by appointing a new CFO. •P riorities – accounting is a cost centre and we only want to focus our resources on sales, marketing and operational management. This is patently false economy, and undermines the fundamental strength of the management team. My response to the arguments above are: •C ost - There are other alternatives to hiring a full-time CFO. The Australian company, Part Time Professionals, for example, was formed to provide qualified and experienced CFOs to companies at a fraction of the full-time cost. Within four years the company has grown to represent over 280 such part-time and contract CFO’s throughout Australia. And a significant majority of the CFOs it represents have ASX listing, trade-sale and fast growth company experience. Why not appoint a CFO on a part-time or contract basis in the start-up and fast-growth phase?

In fact, all these attributes are important. The management team requires strength in sales, marketing, operations, human resources and especially in financial management. They need to have demonstrated experience achieving the type of milestones they are now promising to deliver – or at a minimum they need to have the capability to readily and affordably access this expertise. If the company’s strategy is to list on the ASX, the management should have experience in a listed company environment. If the company is considering a trade sale, have any of the management sold a business before? With research and development companies that promise to commercialise their discoveries, have the management team any prior experience taking an idea through to successful commercialisation? Of course, managers can learn on the job – but not with my investment dollars! A successful management team, by definition, must also work collaboratively together. Be wary of the ‘genius with a thousand helpers’ model that consists of a leader who sets a vision and then enlists a crew of highly capable ‘helpers’ to make the vision happen. As Collins writes, this model fails when the genius departs. The best companies are led by what he describes as a Level 5 leader - someone who is a paradoxical mix of personal humility and professional determination. They are ambitious, to be sure, but are ambitious first and foremost for the company, not themselves. They also recognise that they need to surround themselves with the right people, and trust them to do the job. Next to the leader must stand a suitably qualified finance professional. This person must be a fiscal disciplinarian, a gatekeeper, a strategist, a good communicator and a diplomat. Every successful company has strong fiscal management, and includes a qualified, experienced and respected accountant on the executive management team. For an investor, a malleable and pliable Chief Financial Officer (CFO) can

• History – The appointment of a CFO does not have to result in the departure of the existing accounting staff. A part-time or contract CFO, for example, is an economical option that affordably allows a company to both retain and beef-up its existing in-house resources. In fact, the appointment of an experienced CFO to mentor, train and supervise the incumbent accounting team can really boost morale during a period of rapid change and highgrowth. •P riorities – Fiscal management and financial reporting reliability is essential if a company is to attract and retain external stakeholders. Along with sales, marketing and operations in-house financial management should be a major priority, not merely a cost centre. The strength of the management team is critically important to potential investors. Having a Level 5 leader, an experienced and qualified finance professional, and suitably experienced and qualified operational executives “on the bus”, with proven success achieving the company’s promised milestones, is a recipe for investor success. Andrew Blunden FCA is Managing Director and founder of Part Time Professionals. Part Time Professionals is an Australian-based organisation that, since 2006, has introduced companies to experienced in-house management and executives. The company now represents over 280 qualified CFOs, accountants, marketing, legal and other executives through the company’s CFO Network. Each of these experienced executives is looking for part-time and contract roles with growing and successful Australian companies. With a focus on affordability, flexibility, quality and integrity, Part Time Professionals have now helped almost 100 organisations enhance and strengthen their management teams. www.ptprofessionals.com.au

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

Ceduna Keys Developments Pty Ltd Building & Construction 2008 Project Approved Ceduna, South Australia Capital Raising

Company Name Sector Yr established Business stage Location Seeking

Executive Summary Ceduna Keys Developments Pty Ltd is a building & construction project company incorporated to facilitate the development of a unique waterfront land sub-division in Ceduna, South Australia. It is proposed to construct a marina complex in stages on the site. On completion of each stage, allotments that have been sold from that stage will settle. The current proposed design for the Project will be centred on the development of commercial and recreational marinas, including :• 630 waterfront residential / apartment allotments • Approx. 20 retail/commercial sites • Approx. 100 free-standing marina berths in three different areas Ceduna Keys Developments Pty Ltd Marina Development has the ingredients of being successful, with the wide range of interests that will seek to have representation there, underpinned by proven commercial activity in mining, tourism and aquaculture industries.

Competitive Advantages

Board & Management: Umilo Bria - Chief Executive Officer 39 years Building Industry experience as a significant contractor and developer (State & Federal Government Projects, Private Sector). David Kelsey - Chairman of Directors 30+ years experience, with expertise across all aspects of property development - design, engineering, construction and project management. Past projects include the design and implementation of the Port Lincoln Marina. David has extensive knowledge of the Eyre Peninsula and strong relationships with officers in both Local and State Governments. Robert Sallis (Bachelor of Laws) - Consultant Member of the Bar Association of South Australia. Practices as a barrister, predominantly in the area of commercial litigation.

Corporate Structure

Ceduna Keys Developments is a Proprietary Limited Company with one wholly owned subsidiary (Ceduna Keys Investments Pty Ltd). Unlisted public company with only one class of share. Ordinary shares.

Exit Strategy

Dividends are expected within 2 years, with the anticipated time frame for exit as 4 years. The ultimate exit for investors would be to sell the shares back to the Development Company using the valuation formula in the company memorandum.

• Initiated and supported by the District Council of Ceduna • Strong community support • Major South Australia project status with approved project design in place • Directors’ previous experience in this style of development and industry (30 years) • Waterfront development is conducive to marketing • C eduna one of the Top Ten Regional Centres positioned to experience booming property prices (Oct 2009, Terry Ryder Real Estate forecast)

Key Investment Highlights • Ceduna Keys Developments Pty Ltd has a debt free company structure with initial working capital included • Unit ownership represents % ownership of land sub-division, i.e. involves real property transactions, therefore a low-risk venture • Extensive research, planning and approvals already carried out • Highly skilled and well qualified management team with significant industry specific experience • Independent valuations in place forecasting high and realistic ROI • Project has received strong and unequivocal support for the development and the need to progress it as rapidly as possible from both State and Local Government • Project complements and supports other local council growth strategies including hospital, airport, school and golf course upgrade • Ongoing growth opportunity and creation of local employment

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 Ceduna Keys Developments Pty Ltd.

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

Company Name Sector Yr established Business stage Location Seeking

Barefoot Power Energy 2005 Expansion Australia Capital Raising

Executive Summary

Competitive Advantages

Barefoot Power is an award-winning, energy company primarily focused on the design, manufacture and distribution of affordable, efficient lighting systems to poor people in developing countries. To facilitate this, Barefoot Power takes an active role investing in projects, supply chain partners and micro entrepreneurs.

• Award Winning: Winner of three 1st prize awards recognizing high performance, affordable, off-grid lighting systems for low-income earners in Sub Saharan Africa.

By replacing kerosene lighting, Barefoot Power will address energy poverty and deliver compelling cost, health and safety benefits to 1m people in 2010 and 5m by 2012. Barefoot Power is a first mover in this sector. The retail cost of a rechargeable LED lamp is from US$5, and US$13 for a solar-powered version. The company has generated approximately $2m in revenue in last 12 months. Barefoot Power’s current target countries are Uganda, Kenya, India and Indonesia that have a combined spend of US$2.5bn on kerosene by 500m people. These markets will represent 80% of revenue. We have BDMs on the ground in these locations and aim to take equity positions in local importation/distribution companies. We also package training, support, manuals, linkages to finance all coordinated by a free ERP system to deliver bottom line efficiencies. Key investors include Oikocredit, one of the world’s largest lenders of microfinance, which facilitate end-customer financing and supply chain financing.

• Compelling Pricing: $5 - $25 retail prices, yielding 3-6 month payback for customers who spend $1/week on kerosene, delivering a cost effective, healthy, safe, efficient replacement. • Negligible Competition: Philips and Osram have attempted, but have not developed competitive products. Other startups have not matched our price/quality. • Sustainable JV/franchise model: Our JV partners have recorded positive results and are ready for scale. Our “business-in-a-bag” has employed hundreds of entrepreneurs across Africa. • Microfinance mobilized: Approximately, 40m microfinance clients spend $1bn/yr on kerosene lighting. Oikocredits’ network of 700 microfinance institutions provides a massive platform for end consumer / retailing who have repaid 98% of loans in recent years. • European Grant support: Ability to train 2000 entrepreneurs, further develop ERP systems and carbon credits monetization with EUR1m grant.

Key Investment Highlights • Key Strategic Investors: Investors include Oikocredit, the European Investment Bank, Good Energies Foundation and CSR Capital. • Solid Returns: Debt investors have earned 10-12% annually from our Barefoot Angel Debt Fund. An IRR of 20-40% is expected for equity investors. IPO anticipated to be ready by 2014. • Reduced Investor Risk: Cash sales have allowed investors to make debt investments at 8-15% p.a. for just 6-12 months. No other cleantech matches this fast exit. • Strong Governance: Oikocredit provides Board-level oversight and Credit Committee review bringing 30 years of emerging market experience with a zero loss record. • Strong Sales: $1.8m since July 2009. $750,000 of existing orders to be filled. Aiming for $500,000 monthly income by late 2010 equating to up to 300% growth for 2010-11. • Inventory Funding: Funding is for order fulfilment to minimise investment risk. • Carbon Credit Positive: Eligible for Carbon Credits revenue when applicable.

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

Share Capital Structure Barefoot Power is a private company. $1 million of equity has been largely used up to reach current cashflow positive scale, with the 2 Founders retaining a 40% share, Oikocredit approximately 30%, high net worth angels own 15% and family and friends 15%. The EU 1 million grant will cover many operational costs, enabling recovery in 2011 of a large part of burned equity. $2 million of convertible debt has been raised since 2008 at reasonable conversion valuation.

Board & Management: Stewart Craine and Harry Andrews Co-Chief Executive Officers The Founders have 20 years combined engineering and project management experience in the energy and development sectors, including all technologies and watt-to-MW scale of projects. Steven Wright - Chief Financial Officer Steven is a CPA with recent emphasis on startup green technology businesses, including Chief Financial Officer for Chromasun, Inc, an innovative start-up company operating in the US and Australia and as Consultant to both Crucible Carbon Pty Limited and Aquation Pty Limited. Other Board members include David Hind (ex-Managing Director of BOC Gas - Australia), John Altman (Executive Director of Grace Foundation) and Stefan Harpe (Oikocredit Equity Investments Manager). High Net Worth investors and advisors include Jordan Green (Melbourne Angels Inc, AAAI) and Jigar Shah (CEO of Richard Bransonsâ&#x20AC;&#x2122; Carbon War Room, previously of SunEdison) A dedicated CEO will be secured for the business by late 2010.

Exit Strategy Debt investors may exit in as little as 6 months â&#x20AC;&#x201C; 40 deals have been secured in the last 2 years of 6-36 month terms, with 10 exits, 10 renewals, 1 conversion to equity, average return of 10-12% p.a. and zero defaults. ASX IPO conditions anitcipated to be met by 2013-14, but a trade sale to a corporate customer or competitor is also possible. IPO via a merger with our Chinese solar supplier also has 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 Barefoot Power.

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

EasyFood Limited Food / Diet Programs 2007 Expansion Melbourne, Australia Capital Raising

Company Name Sector Yr established Business stage Location Seeking

Executive Summary The Company owns and uses world leading shelf stable technology in its Ready Meals business. We specialise in designer meals for the Diet Industry. Clients include Tony Ferguson, Weightwatchers, OptiSlim and Body Trim. These meals are sold through approx 400 Pharmacies in Australia, New Zealand and in the UK through 1600 Lloyds Pharmacies and later in 2010 through 2000 Boots Pharmacies. We also own the Indian rights to the OptiSlim Diet program intended to fight their massive Type 2 Diabetes problem. We are “first to market” with a Diet Program in India. This program launches in July 2010 through 300 Indian Pharmacies with an additional 100 outlets each month from then. It’s expected to generate revenue of $ 28 million in the 10/11 year growing to $72.9 million in 12/13.

Competitive Advantages • Already world’s largest Pharmacy based diet ready meal manufacturer • Meals with unrefrigerated 2 year shelf life as demonstrated by our provision of meals to lone sailor Jessica Watson • Ready Meal quality is world leading with a clear ‘wow’ factor • Exclusive Diet program to Indian Pharmacies through the AIOCD involving 60,000 outlets and 550,000 pharmacists • Indian program is “first to market” in India and is a natural solution for 40 million Indians suffering Type 2 Diabetes. • Diabetes India endorsement

Board & Management: Paul Grogan - Managing Director Over 30 years experience as a senior executive in a number of industries. CEO or Managing Director for Companies including Freshmark Limited, Innovative Foods Australia (IFA). Industry experience includes Food Processing, Mining, Transport and Construction. Specialist in Company Restructure. Developed food sterilisation techniques and founder of the EasyFood Concept and co-ordinated the first stage of development. Paul McVerry - Non-Executive Director Over 40 years experience as a Director and Senior executive in processed food and livestock businesses, including Pure and Natural Food Co Ltd (Founding Director) and The Great Australian Pie (Company Director). A number of agribusiness projects in Australia, India and Bangladesh, and extensive experience in retail franchising.

Corporate Structure EasyFood Limited is an unlisted Public Company. EasyFood Ltd owns 75% of EasyFood India Pty Ltd which in turn owns 97% of OptiSlim Foods Pvt Ltd (India).

Exit Strategy The Board plans to develop the business over the next 3 years to a point where the Company is extremely attractive for an IPO or trade sale, whichever gives the best multiple for our shareholders.

Key Investment Highlights • Developing business in the massive growth Diet sector • Sales expected to be $72 million by 2012 • Expected EBIT by 2012 $9.2 million • “First to Market” status in India makes for an attractive Indian IPO • Existing “Blue chip” clients such as Tony Ferguson, OptiSlim and Weightwatchers, all of which are significant growth companies • Exclusive Master License of the OptiSlim Diet program in India, one of the world fastest growing economies

Further Information:

• No dependence on Australian supermarkets for business

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

• Strong contract manufacture base

www.wholesaleinvestor.com.au

• Ready Meal sales direct to Consumer via web based sales and also Business to Business

click on View Investment opportunities and search for EasyFood Limited.

• Strong interest in licensing Ready Meal IP

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

Company Name Sector Yr established Business stage Location Seeking

Eclipse Uranium Limited Mining 2010 IPO Northern Territory Investor Relationships

Executive Summary Eclipse is a uranium exploration company focussed in the Northern Territory, Australia. The Company has benefited by securing two large exploration packages from Cauldron Energy and Dourado Resources. These projects are within fertile uranium provinces that have produced over 0.95 Mt of U3O8 in the last thirty years. Eclipse will be well-funded, enabling the aggressive exploration of its tenements and the acquisition of new prospective exploration assets. The Company has commenced extensive target generation programs on these projects and the greater Northern Territory region. Our technical team is using sound geological concepts supported by best practice and innovative exploration techniques. This work and the exploration programs that will follow provide Eclipse with an opportunity to define high quality uranium deposits.

Competitive Advantages •E clipse has secured a large land holding in regions prospective for uranium mineralisation. • T he Company will own 100% interest in the projects, including the rights to all metals. • Within these projects there are multiple target styles for uranium mineralisation.

Board & Management: Mr. Brett Smith - Non-Executive Chairman (BSc Hons MAusIMM, MAIG) Mr Smith has over 20 years of experience in the mining and exploration industry as a geologist, manager, consultant and director. He is currently Chairman of 2 Australian junior energy companies, and Executive Director of a uranium explorer. Mr. Mark Fogarty - Managing Director (BSc, MAusIMM) Mr Fogarty has nearly 20 years experience in the mining and exploration industry. He has worked extensively on uranium, precious and base metal mining and exploration projects. Mr Fogarty also served on the board of United Uranium. Mr. Emilio Pietro Del Fante Non-Executive Director Mr Del Fante has 20 years experience in the mineral and resources sector where he is principal of Corporate Tenement Services, a company specialising in mining title management and native title issues. Mr Del Fante is the Managing Director of Dourado Resources Limited and has been a director of three other public listed mining exploration companies. Mr. Robert Marusco Company Secretary (B Bus CPA SIN FIA) Mr Marusco has had considerable experience in association with client services in public company management, as well as experience as a non executive director on the boards of a number of public and private companies.

Corporate Structure

• The listed Company will be well-funded and committed to aggressive exploration.

To convert to Public Listed company at time of IPO.

• B y implementing a target driven exploration and project acquisition strategy, Eclipse intends to secure a large, prospective and valuable tenement holding in the Northern Territory.

Exit Strategy

Key Investment Highlights • The Company is structured to give shareholders high leverage to exploration success. • The Board, management and consultants have a broad range of expertise, with proven technical, operational, financial, and commercial skills necessary for the exploration and discovery of resources. • Eclipse is establishing well structured exploration programs in areas of known uranium anomalism. • Implementing a target driven exploration and project acquisition strategy. • Strong world demand for Uranium that is not currently being met by word supply. • Cape Lambert Resources is a significant shareholder in both Cauldron Energy and Dourado Resources. • Cape Lambert Resources have a proven track record of identifying market opportunities that are able to generate strong returns to shareholders.

On listing the share holding in the Company is expected to be very tight, with only 33% to 50% of the total listed shares being tradable (depending on the raising). With the company’s planned acquisition program over the next 6 months, it intends to become one of the largest prospective Uranium exploration companies in Australia in terms of tenement holdings, hence making it a very attractive merger/ takeover target both domestically 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 Eclipse Uranium Limited.

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

Company Name Sector Yr established Business stage Location Seeking

Our mission is to create a globally recognised brand of biodegradable disposable personal products, based on proven and tested principles of sustainability. About EcoQuest EcoQuest Limited is a globally focussed clean technology business based in Perth Western Australia, listed on the Australian Stock Exchange (ASX ticker ECQ) and traded on the German third Market (ticker 51S.BE) EcoQuest (ECQ) is focussed on developing and applying the latest technologies to create products with improved environmental benefits, but still maintaining excellent consumer performance. The first product in the EcoQuest range is a sustainable nappy designed for composting, which combines all the performance benefits of current market leading nappies with additional benefits for babies and our environment. EcoQuestâ&#x20AC;&#x2122;s intellectual property is focussed on non-woven disposable products, and products in planning include wipes and incontinence products.

Executive Summary After two years of extensive research, EcoQuest Limited is poised to commercialise its 93% (+/-5%) biodegradable nappies and complementary range of sustainable and non-woven products, including baby wipes, incontinence pads and sanitary protection products. The Australian launch will be the prelude to the global roll-out of the environmentally friendly EcoQuest range. The global market for disposable nappies alone is estimated to be $US26.6 billion. EcoQuest will not be the manufacturer or distributor of its new 93% (+/- 5%) biodegradable nappy. The manufacturing has been contracted to a Hong Kong company while distribution is also being subcontracted out. The 93% (+/-5%) biodegradable nappy will be marketed through supermarket chains and via the internet. The company will also continue developing and protecting its intellectual property, while refining its product range.

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

EcoQuest Ltd (ASX:ECQ) Cleantech 2007 Expansion Western Australia Investor Relationships

Competitive Advantages • EcoQuest addresses a major growth market - as major contributors to landfill, disposable nappies represent one of the world’s biggest environmental problems, taking over 5 centuries to breakdown. • EcoQuest has the team, including global eco-nappy and consumer sales experts. • Patents are in place to protect and enhance both its technological advantage and product revenues. • EcoQuest has technology which is proven by both rigorous consumer testing and which meets stringent industry standards.

Key Investment Highlights • EcoQuest is listed on the ASX, and therefore provides both the potential for excellent capital gain, and the flexibility of sale of shares through the ASX. • Timing for investment is good, with the first commercial batch of nappies commencing manufacture mid 2010. • EcoQuest has a sophisticated launch programme, including a budget for the appointment of a celebrity spokeswomen – a mother who can personally endorse and communicate. • First product roll-out is in Australia, but enquiries are being handled from global distributors.

Board & Management: Sylvia Tulloch – Chairman (MSc) Experienced and respected scientist and entrepreneur with over 25 years experience in the establishment and management of high technology businesses, Sylvia has a particular interest in the commercialisation process. Founding MD of solar company Dyesol Ltd (ASX:DYE). Steve Moncur - Managing Director (Chartered Accountant) Mr Moncur has widespread international commercial, strategic and operations management experience in the fast moving consumer goods (FMCG) industry. He has extensive expertise in the eco-nappy industry, launching the first private label econappy in the UK, and was Operations Director for the largest eco-disposable nappy seller in Europe and Australia. Michael Greenup - Operations Director Mr Greenup has 35 years experience of owning and operating successful businesses, including 12 years consulting and sourcing in China and Malaysia. Stewart Pyrah - Marketing Director Mr Pyrah has held leadership roles with PZ Cussons, Boots The Chemist and most recently Foster Grant where he was Managing Director of the European operation pre and post the successful NASDAQ IPO.

Exit Strategy As a stock listed on the ASX, liquidity is at the timing of the investor.

Corporate Structure Public Company listed on ASX with approx. 85 million shares, trading at 10 cents per share (May 2010).

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 EcoQuest Ltd.

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

Company Name Sector Yr established Business stage Location Seeking

Azure Energy Technologies Pty Ltd Energy 2010 Early Stage NSW, Australia Capital Raising & Strategic Partnerships

Executive Summary An R&D and early stage manufacturing company that specializes in five key energy conversion technologies. The energy conversion technologies all share some common science which will be the core of our knowledge based business and the basis for many products in energy and renewable energy in the future. A strong business case exists for at least one system that will supply energy in many forms to buildings, including heat, electricity and hydrogen from solar energy and/or biofuel - the ALI system. Other opportunities exist in waste heat utilization, solar farms, solar air-conditioning etc.

Board & Management: Jason Hopkins - Managing Director (Bachelor of Applied Science and Master of Business Administration) Jason has spent 8 years designing and making photovoltaic devices with two different world leading labs (UNSW and EPFL). Now he is involved in the design of Thermoelectric devices, a less researched area of solar energy.

Corporate Structure

Private Australian Company with 12 ordinary shareholders.

Exit Strategy

The investor can exit after listing or as part of a share buy back. It is anticipated that an IPO will be done when the market is suitable.

Azure Energy will be in a position to sell energy conversion materials, parts, systems, and rights to patents, registered designs and trademarks.

Competitive Advantages • Built around the science of energy conversion in a way no other company has been • Many government programs exist to develop this area • Science is better established compared to other new technologies in renewable energy • Our thermal storage systems will be cheaper and longer``` lasting than batteries used with PV and it is recognised only 30% of our electricity can come from energy sources without storage

Key Investment Highlights • Get in at the start of a new company before its true value is realised • Get a part of an industry growing rapidly per year in Europe and the USA • This business is not dependant on one product for success but will have the capability to design numerous products so as to avoid new product risks • All the science and technology needed for the first products is proven • The potential for energy technology that is clean and efficient is a trillion dollar market • Azure Energy will be a socially responsible company

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

www.wholesaleinvestor.com.au click on View Investment opportunities and search for Azure Energy Technologies Pty Ltd.

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

MANAGEMENT LIMITED

Company Name Sector Yr established Business stage Location Seeking

Vogue Management Limited Property/Professional Services 2010 Reverse Take-over (of a listed entity) National (Head Office – Perth) Capital Raising

Executive Summary Vogue Management specialises in aggregation and operation of residential rent rolls. Starting with 3,000 property rental management agreements (RMA’s) in WA and Qld (valuation $10,000,000) Vogue will grow to 48,000 RMAs with 4-6 hub office sites in each city operating up to 2,000 contracts each. Property management provides a cash flow positive business. The key personnel at Vogue Management have over 40 years experience of aggregating, managing and listing similar businesses. Growth will be by acquisition of smaller rent rolls for cash which are backed into the hub offices to achieve ever greater economies of scale. Additional growth will be through proven, structured retention and growth models with 6-monthly equity-raising (rolling prospectus). A reverse take-over of listed (suspended) shell, for requoting as Vogue Management Limited will take the company to the market.

Competitive Advantages • Debt-Free Operation. Growth funded through prospectus and internal marketing. • Profitable from first day. NPAT of $2,500,000 in the first year – Agreed annual dividend policy. • Very experienced nationally-successful board. • $10m of assets vended in – ready resale demand for rental agreements. • Localised service/centralised administration model. • Maintaining existing relationships – proven to reduce losses.

Board & Management: Ray Jones – Founder & Managing Director Ray co-founded and managed Armstrong Jones Property Trust (sold to ING). He also founded and managed Ascot Management Trust (sold to Consolidated Press). Launched 4 other successful IPOs. Paul Rengel (B.Com, FICAA, FAICD, AMAIM.) Non-Executive Chairman 39 years of professional experience with International accounting firms. Currently Chairman of Finbar Group and director of Equity Finance & Securities Pty Ltd in Perth. John Hoon (JP FCPA CA CFP ACIS MBA) Director John is an Australian Chartered Company Secretary, Certified Financial Planner and Registered Company Auditor. Daniel O’Connor (B.Bus, MBA, CPM, FAICD, AIMM, MAIM, MAIeX AIMCM.) Director 23 years of early-stage commercialisation, project management, management consulting and licensing in Australia, Asia and Americas.

Corporate Structure

Securities offered are ordinary shares in a public company, under a prospectus registered with ASX and ASIC. This company will apply for re-quotation on the ASX in August 2010.

Exit Strategy

Company will be merged with an existing listed (suspended) public company, for 90% of issued capital. Once merged, the company will apply to ASX for requoting after August 20th. Shares can then be sold on ASX through registered brokers.

• Proven structured retention and growth program to replace the 5-10% of RMAs lost each year.

Key Investment Highlights • Each rental roll is currently profitable in its own right – prior to economies of scale. • Purchase and back other rental rolls into each hub office. • Immediate cashflow $3.5m p.a. from Day-One. • Strong dividend policy. • Proven track record of experienced Directors, headed by Ray Jones (Armstrong Jones property trust – managed $5b in assets). • No bank debt. • PE ratio (on multiplier of 5) suggests true value of 42c per (20c) share at re-quoting.

Further Information:

• State-by-State growth program (funded by more placements).

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

• Local service – national administration.

www.wholesaleinvestor.com.au

• Income is indexed (fee is a percentage). • Our target is under 1% of the national property rental market. • Fully researched – legal and tax opinions obtained.

click on View Investment opportunities and search for Vogue Management Limited.

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

Company Name Sector Yr established Business stage Location Seeking

Phase Changer Pty Ltd Electrical converter design / manufacture / distribution 2006 Growth Victoria, Australia Trade Sale

Executive Summary Phase Change International designs, manufactures the world’s most advanced single phase to three phase electrical converters. Many parts of the world have no ready access to 3 phase power to operate machinery, and in many cases a Phase Changer is a viable cost effective alternative to utility 3 phase connection, allowing 415V 3 phase equipment to run from standard single phase 240V power. Currently we license and control manufacturing in China for export markets. We now offer the entire Australian Distribution company for sale. A proven operation of $1.4M in Australian sales annually, that may be run by a team of four staff as part of a larger operation, or as a self-contained entity.

Competitive Advantages • Product Superiority: Unique Phase Changing conversion technology that is technically superior and more efficient than all other rotary converters worldwide • Favourable competitive environment: Few competitors and already an established supplier with over 2000 Phase Changers in use in Australia today • Secure IP: IP protected for Australian and select key global markets. Products designed specifically to safeguard IP • High Demand/Meets Market Need: Allows standard 3 phase machines to operate from 240V without modification • Established Supply Chain: China factory already established and ready to supply in quantity at high gross profit levels

Board & Management: Mark Bridgman - Managing Director (Electrical Technician) Mark has significant experience in industrial electronics, combined with a strong background in hi-tech industrial sales. Previous roles include WA Manager for national automation company and Founder of own distribution / automation business, among others. Ian Jackson - Director and Technical Manager (Electronics Engineer) Ian specializes in electronic circuit board design, and manufacture. Originally worked with Telecom, started Alian Electronics ( www.alianelectronics. com.au ) in 1985, incorporated 1990, still operating today.

Corporate Structure Current Australian distribution business is conducted by Phase Changer Pty Ltd, supplied by stock from Phase Change International Pty Ltd. however we have a second clean company that is ready to take on exclusive distribution of Phase Change Converter products in Australia and possible associated ‘add ins’.

Exit Strategy The present owners of the Phase Change Converters and Phase Change International companies intend to sell the Australian Distribution business of the Power Converter product range in its entirety. The buyer of this distribution enterprise would then own and manage the exclusive distribution for ‘Phase Change’ Power Converter technology in Australia, which presently dominate 90%+ of the Australian market.

Key Investment Highlights • Limited competition in Niche Industry. One other manufacturer in WA using inferior technology • Ongoing growth opportunity: Increased Sales, efficiencies to be made with economies of scale • High profit margins: Sale price not linked to manufactured price, but to KW (size) rating • Established market acceptance in Australia and worldwide: Recognised need for 3-phase conversion solutions • Approximate 20%+annual ROI: Owners return on investment based on Chinese manufacture and real sales history estimated 20%+ annual

Further Information:

• Proven Business Model: Each technical and commercial element tested. Finance only needed for acceleration (increase production)

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

• Large, Unexplored Markets: Other product lines in market segments feasible but unexplored due to time and resources.

www.wholesaleinvestor.com.au click on View Investment opportunities and search for Phase Changer Pty Ltd.

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

Lobster Harvest Limited Aquaculture/Clean Technology 2007 Late Development Western Australia Pre-IPO Capital Raising

Company Name Sector Yr established Business stage Location Seeking

Board & Management: Peter Rogers – Chairman (Hon. Doctor of Science, MBA, B.Sc (Agriculture) with Honours, FAICD Former CEO Western Australian Department of Fisheries (15 years). Current Chairman Western Australian Marine Science Institution and on Advisory Board of IMOS. Current Professor of Fisheries Resource Management Murdoch University.

Executive Summary Lobster Harvest is a WA headquartered aquaculture company that has developed world first hatchery technologies to propagate high value lobster species, specifically Slipper Lobster (“Slipper”) and Tropical Rock Lobster or (“TRL”).

Alex Kailis - Deputy Chairman (BComm (Marketing)) Managing Director of the MG Kailis Group. Experience in international marketing, operations management and implementing business growth strategies in the seafood industry (18 years).

Lobster Harvest was incorporated in 2007 by MG Kailis Group (“MGK”) who is the largest shareholder and a recognised leader in the Australian seafood industry. The targeted lobsters were originally identified by MGK showing significant commercial promise and research on both species has been going for the past 10 years.

Dimitri Bacopanos - Executive Director (BEcon, BComm, CA, ASIA) Currently Project Development Manager MG Kailis Group.

Lobster Harvest has a handpicked Board and Management team and operates facilities in Exmouth, Hillary’s and Cairns. The Company is on the cusp of commercial reality and will soon be in a position to convert early mover positioning into a long term competitive advantage.

Corporate Structure

Competitive Advantages • World Leading hatchery IP (10 years R&D undertaken and repeated egg to adult production) • 2 species for commercialisation spreads risk • Premium species with strong demand, high margins, rapid growth, amenability to aquaculture • Experienced Board and access to MGK experience • C ollaboration support – Oceanus Group Limited out of Singapore to cornerstone the Seed Raising and enter into a JV to produce Slipper in China and Queensland Government JV on TRL research • Developed markets and distribution channels (MGK presently servicing) • Near term commercialisation and revenue

Top 3 shareholders (MG Kailis 50%, Aquaculture Investments Pty Ltd 40%, Reabold Ltd 10%). MG Kailis intend to exercise their options on or before the proposed IPO. Up to 5,840,662 performance rights are intended to be issued to employees of Lobster Harvest and are subject to company performance hurdles and employment milestones.

Exit Strategy

The Company intends to seek quotation to a suitable exchange at an appropriate time in the next 6-12 months. Lobster Harvest will be looking to ensure that there is an appropriate uplift in valuation at that point to recognize commercialisation progress made.

• Diminishing supply in the wild • S trong Government support – Queensland Government TRL collaboration, Commercial Ready grant receipt, support from Asian governments

Key Investment Highlights • Premium products with high values and margins against backdrop of dwindling supply • Unique IP – egg to adult propagation achieved for both species repeatedly • Diversified risk • Strong Board and Management team and ability to leverage off MGK experience • JV Support – endorsement from Singapore listed Oceanus Group • Near term commercialisation – first revenues for Slipper in 2013 • Developed markets and distribution channels – MGK already exporting both products • Growth Opportunities – mass production opportunities • Sustainable operations – bridging the gap between wild supply shortcomings and demand • Government Support • Attractive pricing - Pre Seed Raising valuation of $22.6 million compares well with other aquaculture players given c.$14 million spent to date and technical hurdles surpassed

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 Lobster Harvest Limited.

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

Crescent Gold Limited (ASX:CRE) Mining (Gold) 2003 Gold Producer Western Australia Investor Relationships

Company Name Sector Yr established Business stage Location Seeking

Executive Summary CRESCENT GOLD LIMITED is a mining, development and exploration company based in Perth, Western Australia. With a primary focus on gold development and mining, the Company is actively mining and advancing its flagship project, the Laverton Gold Project - located 250km northeast of Kalgoorlie in Western Australia. Crescent is on track to achieve its forecast gold ore sales of >100,000 ounces per annum equivalent. Crescent has a collaborative Ore Purchase Agreement with Barrick Gold Corporation (Barrick) to process its ore through their nearby Granny Smith Mill in Laverton. This agreement has improved economics (unit costs) and operating synergies for both companies.

Board & Management: Roland Hill - Managing Director and Chairman Roland has extensive resource industry and investment, finance and funds management experience. He has been directly associated with the mining and exploration sector for over 15 years. Geoff Stanley - Non-Executive Director Geoff has over 15 years experience as an analyst with major financial institutions in New York, most recently with BMO Capital Markets and Platinum Partners, and seven years as an analyst in Australia. David Keough - Non-Executive Director David has held several senior leadership positions with companies such as Goldcorp (Brazil), Wheaton River (Asia Pacific), Minera Alumbrera Ltd (Argentina) and Placer Dome Inc (Asia Pacific). David has been involved in the mining industry for more than 20 years and brings extensive international experience in mining.

Crescent is also actively seeking to expand its gold portfolio in Laverton as well as investigating broader opportunities.

Corporate Structure

Competitive Advantages

Crescent Gold Limited is a listed public company whose shares are listed on the ASX (Australian Stock Exchange), TSX (Toronto Stock Exchange) an the FFT(Frankfurt Stock Exchange).

• Excellent investment merit • Good value in comparison to our peer group on any metric • Demonstrable delivery and track record • Obvious growth and capital appreciation opportunities • Under promoted • In top 10 Australian gold producers

Key Investment Highlights • An established, low risk gold producer in Western Australia

ASX code: CRE TSX Code: CRA FFT Code: CRE5

Exit Strategy Investors can sell shares in the company in liquid secondary markets including the ASX, TSX or FFT.

• Strategic relationship with world’s largest gold mining company provides access to a world class processing facility and experienced workforce • Production of +100,000ozs/year over an initial 7 year mine life from predominantly shallow open pit‐able resources of 2.1Mozs • Experienced management complemented by proven mining and haulage contractors • +A$50m of forecast operating cashflow from Phase 1 operations • Unhedged gold production • Rapid growth forecast through increased production, exploration, consolidation and acquisitions • S ubstantial exploration upside through significant landholding in a proven world class underexplored gold province • Consolidation strategy is anticipated to continue to identify near term development and further cashflow opportunities • Broader acquisition strategy to utilise cash balances and operating cashflow • Potential upside through uranium exposure and Crescent position in a potential world class terrain

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 Crescent Gold Limited.

• Continue working towards growing the asset base – leveraging off LGP cashflows

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

Company Name Sector Yr established Business stage Location Seeking

AG Delta Pte Ltd Financial Services Software Solutions 2004 Expansion Singapore Capital Raising

Executive Summary AG Delta Pte Ltd provides business solutions to financial institutions that improve the quality, efficiency and compliance control in the delivery of wealth management services to a global marketplace across all customer segments. Our flagship software solution called AG|Capital, automates many of the business services needed to manage the customer’s investment portfolio and complete the transaction for a broad range of investment products at the point of sale. Launched in early 2010, we have commenced deploying AG|Capital in two banks, each with extensive wealth management business operations across Asia. With the rapid growth in consumer demand for Investment Products and lack of automation in most wealth management business operations, the demand for solutions that automate wealth and transaction management will continue to grow significantly for the foreseeable future.

Competitive Advantages In recent evaluations conducted by two regional banks, AG|Capital was selected from a field of several competitors as their strategic solution due to its supremacy in the following: • Supports a large scale user base over the web • Configurable to the unique operational requirements of each financial institution • Delivers portfolio and transactional services for a wide range of Investment Products • Maintains rigorous and auditable compliance controls • Provides real-time business intelligence to all users • Offers a fast and measurable return on investment

Board & Management: Andrew F.Y. Au (B Bus) Executive Office and Head of Business Development Andrew has over 16 years of Financial Markets and Technology experience working for top-tier banks including Bankers Trust, Macquarie and Deutsche Bank and senior regional roles within Sungard’s Trading & Risk Management Solutions business in Asia. Lawrence J. Grinceri (B Comp Soft Eng.) Executive Office and Head of Technology & Projects Lawrence has over 20 years in wholesale banking and capital markets solutions, working for renowned leaders in financial technology such as Accenture, TIBCO/Reuters and SunGard. Tan Lee Nah (B Sc. (Fin)) Head of Wealth Management Consulting Practice Lee Nah has 20 years of direct Financial Markets, Banking and Wealth Management Industry experience in an international career holding senior roles in UOB Privilege Banking, Standard Chartered Bank and UBS AG.

Corporate Structure

This is the final issue of shares for the 1st round capital raising. Details on the issue will be provided to qualified investors.

Exit Strategy

First round Investors have first right of refusal to sell to incoming Mezzanine round Investors. The Mezzanine round is planned for launch to VC and Private Equity funds by June 2012. We plan to exit the business through a trade sale to a major software solution vendor.

Key Investment Highlights Business automation for wealth management is a greenfields market that will see the leading solution vendors reap significant growth over the next five years. With our current market position, AG Delta offers the potential to deliver high returns to investors over the next five years given the following: • Estimated expenditure in software and implementation services the top 400 financial institutions in Asia Pacific will make in the infrastructure to automate their wealth management operations over the next five years is USD 2 billion. • Our five year revenue forecast is derived from capturing a 6.6% share of the projected expenditure and we have clear visibility on achieving 2010/11 forecast based on projects underway. • Sophisticated business and technology requirements present high barriers to entry for potential competitors to enter the market. • Untapped solution market coupled with high margins from software license sales presents excellent prospects for earnings growth and will attract establish financial software solution vendors to seek acquisition of leading wealth solution vendors to gain strategic position in the market.

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 AG Delta.

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

Company Name Sector Yr established Business stage Location Seeking

Commissioners Gold Limited Mining 2005 Junior explorer Central West NSW Pre-IPO Capital Raising

Executive Summary The offer from Commissioners Gold seeks to exploit the current price strength of gold. The Company has a portfolio of good gold exploration tenements in the Eastern Lachlan Fold Belt, a world-class mineral province for metalliferous deposits. Regional benefits specific to our exploration area include; historic gold producing area close to mains power, sealed roads and skilled labour. The area has no Native Title issues. The region is well-endowed for future rewards. Million ounce+ successes in the Eastern Lachlan include Cadia (Newcrest), Cowal (Barrick) and Northparkes (Rio Tinto). Emerging successes include Hill End (HEG), Majors Creek (Cortona), Tomingley/Wyoming (Alkane), Marsden (Newcrest), McPhillamys/Blayney (Newcrest/Alkane), Monza/Temora (Goldminco). The Company strategy is to explore and extract as soon as full development is justified. There has been significant historic production within our tenements.

Competitive Advantages • Debt free. No directors fees. Lean administration. • NSW has traditional low cost of gold production and good discovery rate. • New Commonwealth Government tax regime should lower start up capital costs: a) refundable credit of state royalties b) rebate of $300K for every $1m spent on exploration after July 1, 2011. • Funds spent drilling for maximum resource estimation in specific geological province on two mineralization models (Intrusive Related & Orogenic gold styles). • Current aggressive 2010 drilling program on time and on budget. • Early leverage opportunities through farm out, joint ventures or vend in of advanced project.

Key Investment Highlights • Clear exit strategy with scheduled IPO through sponsoring broker Novus Capital Limited • Highly experienced project management team and contractors • Current drilling at “Black Bullock” Oberon • Well considered drill targets to lay off risk

Board & Management: Christopher Battye (BLegS) - Chairman Before admission as a solicitor Chris had careers in media and mining, having been a machine sapphire miner on the Anakie Field, Qld.

Alan Shepherd - Director

Alan is the Company’s ‘man on the ground’. He has over 30 years mining project start-up experience (plant and machinery).

Wesley Martin Harder (BSc, Dip SIA, MAus IMM) Director

Wes is a former gold analyst with Jackson Ltd Stockbrokers and has worked as a gold, mining and resource analyst for Ord Minnett and Renoufs. He is also a field exploration geologist, having worked for major companies like Placer Prospecting, Newmont Mining and Pancontinental Mining Ltd.

Keith Taylor - (MCom, MBA, CPA, FCIS, F Fin) Company Secretary Keith is an experienced listed company secretary with strong credentials in resource company financial requirements and management. Keith is a licensed dealer in securities. He has worked at the Australian Securities Commission.

Sue Border (BSc(Hons), Gr Dip, FAIG, FAusIMM, MMICA) Project Manager Sue is a senior geologist with over 30 years experience in project management and reserve estimation. She has been mine geologist, consultant, academic and exploration manager before founding Geos Mining and building it into a team of more than 20 varied professionals.

Corporate Structure

Commissioners Gold Limited is an unlisted Public company.

Exit Strategy

Scheduled IPO through sponsoring broker Novus Capital Limited.

• Tenements are proximate to roads, power and labour ensuring lower exploration and extraction costs

Further Information:

• Leverages the ongoing strength of Gold

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

• Low entry price (10cps) with considerable potential upside on progressive drilling results and proposed ASX listing • Lower discovery risk – other gold deposits already identified •O nly $500,000 Placement on Offer at 10c a share to maintain tight capital structure

www.wholesaleinvestor.com.au click on View Investment opportunities and search for Commissioners Gold Limited.

• Only 16 million ordinary shares issued to date

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

Spark Solar Australia Cleantech 2007 Early Stage Canberra Capital Raising

Company Name Sector Yr established Business stage Location Seeking

Executive Summary Photovoltaic (PV) modules contain many solar cells - devices that convert sunlight into electricity. Spark Solar Australia is an Australian company that will manufacture world-class photovoltaic modules in Australia using state-of-the-art automated module assembly techniques and initially imported screen-printed silicon solar cells. Spark’s modules will be different to other modules available on the Australian market because they will: • Be designed specifically for Australian conditions (particularly high UV light and high temperature); • Be produced in Australia and; • Warranty a higher power output than industry standard. park has signed documents from customers for off-take of more than the planned S production volume (but not capacity) in the early years. The documents stipulate both volumes and prices.

Competitive Advantages • Spark offers a differentiated product, which is designed to perform better in the harsh Australian climatic conditions • One of the only Australian-made products available • Ability for customers to custom-design their product – something that will be difficult for Australian customers to achieve at reasonable cost with a large, international supplier • The differentiated product that Spark offers to customers has been received extremely well. Customers have signed to take volumes larger than the planned output (but not larger than capacity) in the early years at agreed prices

Key Investment Highlights • Spark’s product is clearly differentiated from the rest of the market. • Strong IP and excellent technologists. • The photovoltaic market in Australia is growing rapidly. • Volumes and prices have been agreed in LOIs with customers. • The technology is leading edge, but well established. • Spark will purchase turn-key production line.

Board & Management: Dr Peter Fath - Chairman Dr Fath is one of the world’s leading solar industry experts. Dr Fath is currently the CTO at centrotherm photovoltaics AG in Germany, the world’s leading solar production technology company. Centrotherm has more than 1,100 employees, revenue of more than EUR 500 million and a market capitalization of EUR 700 million. Dr Michelle McCann- Interim CEO and Technology Director Dr McCann will lead the technology team at Spark. She comes to this position having done a PhD in photovoltaics at the ANU and spent several years leading the Novel Devices group at the University of Konstanz in Germany. She has held a world record for solar cell efficiency. Spark has identified an excellent CEO who will start full time as soon as funds are raised. His background is in long term, senior management in the energy industry. Dr Alex Hauser - Production Manager Dr Hauser joins Spark from centrotherm photovoltaics. He brings extensive knowledge about how to plan and ramp up a cell production line. In his position at centrotherm, he did precisely this for several customers in Asia, Europe and the US. Nick Fejer - Project Manager Mr Fejer is an expert in new product introduction and manufacturing. His previous position was manager of project management and business development at Siemens VDO Australia. Prior to Siemens, Mr Fejer worked in project management for Bosch. Geoff Coffey - Advisor Mr Coffey is an accountant and experienced chief financial officer with specific experience in project finance, corporate structuring and investment. His background includes renewable energy, infrastructure investment, project development and construction.

Corporate Structure Spark Solar is a Proprietary Limited company.

Exit Strategy Likely exits are either a trade sale or a listing on a suitable exchange, aiming towards a 4-5 year timeframe.

• Spark management team has a deep knowledge and understanding of solar photovoltaic technology and market.

Further Information:

• Financial model is robust, with an attractive rate of return (5 year IRR~40%/60% for base / growth case)

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

• Spark was the first project to be awarded Major Project Status from the current federal Government; partner in two research projects funded by the Federal Government. • Strong potential for future value increase by up-scaling of module manufacturing line or through build-up of in-house cell manufacturing plant.

www.wholesaleinvestor.com.au

click on View Investment opportunities and search for Spark Solar Australia.

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

Rentmaster Pty Ltd Property Management 2008 Early Stage Australia Capital Raising and Strategic Investors

Company Name Sector Yr established Business stage Location Seeking

Executive Summary Rentmaster is an internet business servicing the $2.7billion property management industry of over 2 million rental properties available in Australia. Rentmaster will be first-to-market with an online platform introducing technologies and automation, that creates efficiencies for property owners, managers and renters, specialising in self managed owners. The list of features and benefits is exhaustive and includes sourcing of tenants, tracking rent, maintenance scheduling and lease renewal. The end benefits for property owners are better tenants, lower vacancy rates and an increase in rental returns. Property Managers have the ability to offer this application to their existing customers. Rentmaster will target self-managed property owners initially, who account for 37% of the rental property market and who are trying to claw back profits lost through interest rate gains. Our procedures combined with mobile technology make property management easier and give the property owner more power and complete transparency with less work.

Competitive Advantages • Untapped niche market in a mature industry • Highly automated, online business model • Scalable business • Increased efficiencies • Compelling value proposition for owners, managers and renters • 24/7, Real-time access to data

Board & Management: The Directors, Jason Gwerder and Peter Jenkins have recently appointed an Executive Chairman and CEO to the management board: Peter Snell - Executive Chairman Peter has 35 years experience, across all aspects of the business cycle. He was one of the 8 founding members of Synovate (annual turnover of $720 million, in 62 countries, 6000 employees worldwide). Senior executive experience - CEO North Asia and Chairman Asia Pacific. Shaan Tainton - Chief Executive Officer Shaan has 17 years of international consulting and marketing experience, including 8 years as the Principle Partner of Behavioural Insights, New York. Extensive experience within the Technology and Telecommunication industries with companies such as IBM and Microsoft. Specific expertise in positioning, product configuration and optimization of demand, brand equity and communications strategy.

Corporate Structure Rentmaster.com.au is a Pty Ltd.

Exit Strategy Rentmaster would consider a trade sale in 3 years to a strategic buyer if a suitable offer is made to the company. Our main goal is to build a fast growing highly profitable, scalable business worldwide. Possible company buy back is an option. Other exit strategies would be evaluated on their own individual merit.

• Multiple revenue streams • Unique use of mobile technologies

Key Investment Highlights • First to market with an 18 month head start within this niche sector • Large domestic property management market of $2.7bn per year in Australia comprising 2m investment properties • Strong income potential even with small market share • Online business model to reduce costs • National rollout plan to capture self-managed owners and Property Manager markets • Global potential through IP licensing globally • Proven sector in a mature market with forecast future growth • Detailed business plan

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 Rentmaster Pty Ltd.

• Defined Exit Strategy • Good bolt on acquisition target

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

Company Name Sector Yr established Business stage Location Seeking

Wireless Nation Pty Ltd Telecommunications 2010 Early Stage (roll-up consolidation) Brisbane, Australia Capital Raising

Executive Summary

Board & Management: Brian Finn AO FAICD FAIM - Chairman Brian is a leading figure in Australian business and public company circles. He has previously been a director of Telstra, and chairman of Southcorp, IBM, Fone Zone, and Sydney Ports Corporation, among others. Peter Baines PhD GAICD AInstIB - CEO and Managing Director Peter has twelve years experience in this industry, including six years as MD of the Australasian operations of Tait Electronics Ltd, one of the leading equipment manufacturers.

Wireless Nation is a roll-up consolidation of independent businesses in the distribution channel of the two-way radio industry in Australia. Each business to be assimilated in the roll-up is long established, successful and profitable. After consolidation Wireless Nation will have a countrywide presence serving government and corporate customers with leading edge wireless communication products and services. There are very strong growth strategies to more than double the revenues and EBIT in 3 years.

Corporate Structure

Competitive Advantages

Three years after commencement, Wireless Nation will be ready for exit. The target is a trade sale to either a public company or a larger private company in pre-IPO stage. Wireless Nation will be groomed as a very attractive acquisition for such purchasers where strategic leverage enhances the arbitrage gains.

• More sales and service centres than other retailers (unique national presence) • The critical mass to deliver medium sized system projects much more easily than others • Strategy to expand from base of two way radio solutions into leading edge wireless technologies • Strategic relationship with a leading equipment manufacturer

Wireless Nation Pty Ltd is a private Australian company. Ordinary shares are on offer to investors.

Exit Strategy

Some early potential purchaser leads have already been approached with a view to cultivating the exit options.

Key Investment Highlights • Projected dividends circa 100% within two years • Capital growth at least 500% in three to five years • Low risk because these businesses are proven • CEO has track record of growing a business in this industry from $17M p.a. to $46M p.a. in 5 years • Defined exit strategy of trade sale to public company or pre-IPO private company with strategic synergy • There is a gap in the market for a national operator to emerge • Heads of Agreement signed with participating businesses

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 Wireless Nation Pty Ltd.

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

Company Name Sector Yr established Business stage Location Seeking

Hunome Pty Ltd Consumer Internet 2008 Expansion Sydney, Australia Capital raising and company sponsorship

Executive Summary Hunome revolutionises access to views and insights on humans: who, what, why we are and where we want to go next. This allows our community to gain a pulse on human interests. The web-based proprietary solution enables Hunome to deliver structured and dynamic knowledge. Unique IP. The solution is currently in private mode. Hunome solves issues of cost, untimeliness and even irrelevance of current market offers. With our solution we calculate, assess and connect the community insights and credibility and deliver value added outputs. Individual members gain access for free. They need Hunome for their professional results. They are in creative and people oriented professions. Companies profile in front of an influencer audience and purchase dynamic and packaged outputs. 1000 CEO Research shows that companies seek this knowledge for their critical processes. Nokia and Adobe endorse it.

Competitive Advantages • Hunome offers a unique solution for insight mining and dynamic output creation

Board & Management: Dominique Jaurola - CEO Start-up founder of a B2B Internet business. Nokia product executive for global mobile phones. Nokia strategist and initiated consumer foresight. Author. Martin Ollman - Director Design and Creative Designer and developer of 100+ complex tailored sites for companies like Reuters and News Interactive. Award winning photographer. Tim Purcell - Director Commercialisation Achieved sales of $200k to $2m for start-ups and early stage companies. Internet marketing expert. Knighted by Finnish Government.

Advisory Panel: Andreas Raffel Executive VP Rothschild - UK Paul Sutherland Founder & CEO Financial management and investment group - US Roman Kikta Managing Director at Genesiscampus – mobile technology VC firm - US

Corporate Structure Hunome is a Proprietary incorporated in NSW.

Limited

company

• Our business model is highly scalable for rapid growth and includes multiple revenue streams

Exit Strategy

• Companies spend millions of dollars yearly in alternatives yet struggle to extract relevant insights

Hunome aims to list on a suitable exchange or a trade sale exit, targeting fiscal year five.

• Individuals cannot afford the current market costly or time consuming means to inform their decision-making • We provide a platform and audience for the current market to improve their visibility

Key Investment Highlights • The team has extensive global expertise in the relevant domains • The member behaviours, revenue models and core technologies used are proven • Hunome has an innovative model poised for growth with high barriers to entry • The model allows us to commercialise beyond the initial revenue streams • We leverage the developed foundations and low cost to market for high profitability

Further Information:

• The market is vast; developed world 10% are in relevant professions and 25% in ‘cultural creatives’ group

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

• Member and company interest have been established • The funds are for further development as well as monetisation in line with member growth

www.wholesaleinvestor.com.au click on View Investment opportunities and search for Hunome Pty Ltd.

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

MyGuestlist Social Media/Marketing Services 2009 Early Stage Melbourne Capital Raising

Company Name Sector Yr established Business stage Location Seeking

Executive Summary MyGuestlist amalgamates social media and traditional e-marketing tools to grow the mailing list databases of hospitality & nightlife venues, increasing the frequency of functions and overall number of patrons. The MyGuestlist software allows a venue to completely manage their bookings (also guestlists for bars and nightclubs) and marketing (including sending of SMS and Email promotions).

Board & Management: Damian Janeski – Director B. Computer Science (minor in Entrepreneurship) Bachelor of Computer Science at RMIT. Worked for Thales ATM on Air Traffic Management Software systems. Shareholder in Lakehill Construction building development company. Andy Marcus – Director (Software Engineer) Bachelor of Software Engineering at RMIT. Andy has previous experience at Agilent Technologies in E-Business. Previous Shareholder of Playground Concepts Business owner of previous hospitality venues. Alex Ilievski – Director (Communications Engineering & Computer Science) Alex has previous experience at DWS and Telstra within both Development and Project Management roles.

Competitive Advantages

Corporate Structure

• Incorporates social media (Facebook, Twitter, Foursquare) within the core week-to-week processes of a hospitality venue and their marketing efforts

MyGuestlist is a Proprietary Limited company. Company name is under Syntac Ventures Pty Ltd which owns MyGuestlist.

• I ntegrate and share data from various sources (web, offline, iPhone/iPad) for a seamless experience • Competitive pricing structure • Accelerated adaptation and innovation of new and emerging social trends • Around the clock service, support and assistance • Algorithms which detect disconnected mobile phone numbers, hard bounce email addresses, non working email addresses, incomplete and duplicate database entries are utilised by MyGuestlist keeping them accurate, up to date and free of errors

Exit Strategy The ultimate exit for MyGuestlist would be a strategic trade sale.

• First to market with an iPad application that allows venues to manage their bookings digitally and in real time rather than on a diary. Nightclubs can mark off attendees using the iPad application and track statistics and other metrics in real time • Completely self managed booking system that allows bookings to be created in real time using the web, desktop or mobile phones • Team is comprised of ex-hospitality managers/owners and Computer Science/Software Engineers

Key Investment Highlights • Easily deployable to all states within Australia at very minimal costs • Easily adaptable to other countries (some clients already exist in other continents) • Product is one of a kind and only has one competitor which is fulfilling about 60% of the MyGuestlist capabilities • Enormous potential to overlay an advertising platform over the data in our belonging, similar (albeit on a different magnitude) to that of Google Adwords and the Facebook advertising platform • Rapid innovation, constant integration of new technology (iPhone, iPad, Social networks etc), creating new revenue streams

Further Information:

• Experienced management with in-depth understanding of industry, product development and project management

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

• Application is easily adaptable to other industries, can be re-branded to suit niche markets

www.wholesaleinvestor.com.au

• Clients include some of the biggest bars, clubs and event organisers in Melbourne • Growing at a rapid rate. Seeing a large increase in revenue month-to-month. MyGuestlist has handled over 16,000 bookings in the last 6 months

click on View Investment opportunities and search for MyGuestlist.

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

Company Name Sector Yr established Business stage Location Seeking

Gratuk Technologies Pty Ltd Bio-pharmaceutical sector 2009 Early Stage Sydney, Australia Capital Raising

Executive Summary Gratuk is developing products for the equine, canine and feline veterinary markets based on leading technology used successfully for human treatments. The Australian market for veterinary products is $700 Million p.a. and the global market is $35 Billion p.a. Gratuk products target between $2 and $3 Billion of this global market. Gratuk products use the animal’s own biological signals (cytokines) to assist the animal repair itself in the areas of: 1. tendon healing 2. bone repair 3. arthritis 4. anaemia 5. suppressed immune response 6. recovery after injury The products are a step ahead of existing treatments.

Competitive Advantages • Gratuk will be first to market with this type of treatment worldwide • Gratuk treatments reduce the total time an animal is in care • Gratuk products mimic nature, using the animal’s own biological signals to assist healing • Gratuk products are not ‘small molecule drugs’ like current treatments • Gratuk treatments will reduce the complexity and cost of many treatments, particularly for horses • The cost of the treatments will be competitive with existing treatments • The treatments have previously been produced by the Gratuk team for human medical use

Board & Management: Rod Lewis (BSc, Grad Dip Man) Commercial Director Rod has experience at senior executive levels of many global companies and commercialisation of small businesses, including the management and patenting of over 25 pieces of IP. Malcolm Ball (B. Technology (Biology / Chemistry) PhD Biochemistry) Technical Director Dr Malcolm Ball has significant experience in the creation of species specific protein based pharmaceuticals. He has overseen the production of 36 successfully marketed products from concept stage to release to the public. Nicki Packer (Prof. of Functional Proteomics) Head of Technical Advisory Board Nicki has had an extensive career in biochemical research. She co-founded Proteome Systems Limited, a biotechnology company specialising in the development and application of proteomic technology for diagnostics and drug discovery.

Corporate Structure

Gratuk Technologies Pty Ltd is a registered company with 2 directors and 12 shareholders. All IP is held by Gratuk. Investors will be offered ordinary shares in Gratuk Technologies Pty Ltd and their shareholding will be provided by equal dilution from all existing shareholders.

Exit Strategy

The ultimate exit for both founders and shareholders is a trade sale. Specific targets have been identified. Gratuk directors will also commit to a public listing at valuations agreed with investors to provide an exit if the trade sale does not produce a sufficient return.

• The key treatments are in daily use for humans on a global basis

Key Investment Highlights • Customers have demonstrated high demand for the treatments globally • Gratuk’s target market is up to $3 Billion p.a. • Income forecast within five years is $20 M p.a. with excellent upside and growth opportunities • Gratuk is profitable from sales of only 1 of the 12 treatments • Gratuk can register IP for these treatments for animals • Members of the Gratuk team have international recognition in this field • The treatments are established and proven for human medication • Gratuk has external advisors in technical, IP, legal and commercial areas • Supported by Macquarie University incubator for commercialisation and administration • Does not involve original research. It involves adaptation of proven technology • Gratuk’s business plan is to have Proof of Concept products available within 18 to 24 months

Further Information: To learn more about this opportunity, including downloading Investor Documentation, go to

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

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

KFSU Pty Ltd Food Ingredients 2006 Commercialisation Cairns, Australia Capital Raising

Company Name Sector Yr established Business stage Location Seeking

Executive Summary KFSU is a food ingredient company creating new products from agriculture. The core competency is processing and extracting dietary fibre, juice concentrates and bio-actives from sugarcane. Current customers include a global small-goods manufacturer, a major UK sugar company, chocolate manufacturers, poultry product manufacturers, pet food and snack-food companies. Commercial scale supply will commence in 2010 and is the reason funding is required. The first product to market will be dietary fibre (KfibreTM) manufactured from sugarcane bagasse for human and pet foods. Later products will be sugarcane juice concentrate, fibre from other agricultural products and non food industrial uses.

Competitive Advantages • Cost competitive in all major markets, with low bio-mass cost (use of a by-product for raw material) • Stable pricing, does not compete with food products (oats, wheat, corn) as raw material • Novel new product able to compete with established brands while having the ability to create new products and claims • Completely non allergenic • Does not alter mouth-feel or taste, even in chocolate • Chemical free processing with strong “Natural” branding opportunities • H igh water absorption and retention compared to other natural fibres offers the following for small goods manufacturers • Reduced meat inputs (production costs savings) • Functional health claims in a wide range of foods and snacks treatments, particularly for horses

Board & Management: Gordon Edwards - Managing Director Gordon has developed and managed several successful businesses. He possesses extensive engineering experience. Rod Lewis - Commercial Director Rod has experience as a senior executive for several global businesses with start up and SME business experience. Major project management and significant commercialistion experience. Gen Masaki - Sales Director Extensive sales and personnel network in Japan developed while working for Japanese government in overseas development. Janine Carney - Company Secretary Janine is skilled in all aspects of office management, she provides management and administration support to the group.

Corporate Structure

KFSU Pty Ltd is a registered company with 4 directors and 25 small shareholders. All IP is, and will continue to be, owned and held by the company. Investors will be offered ordinary shares in KFSU Pty Ltd.

Exit Strategy

KFSU will be producing and selling product in 2010 and strongly cash positive in 2011. The exit plan is to offer a trade sale to targeted industry fibre marketers. It is intended to drive the profit above $20M p.a. before focusing on a trade sale. However if KFSU directors receive an offer before that, it will be seriously considered.

Key Investment Highlights • Global market: $3 Billion p.a. growing at 13% • Competitive pricing • Registered IP • Investment to date $2,000,000 • Completed all R&D, Pilots and Proof of Concept • Established sales agents in Australia and Japan • Independent review of market demand and pricing • Established raw material supply lines • Established forward sales orders • Transferable technology • Manufacturing JV being established in Costa Rica • Processing plant being finalised • R&D has shown further products are available through Kfibre™ • Enables low GI claims on manufactured products by minimal inclusion of Kfibre™

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 KFSU Pty Ltd.

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

The 4th Annual

The earlier you book, the more you save! Hear from

31 August – 3 September 2010, Kowloon Shangri La, Hong Kong H L Kam Group Managing Director Cheung Kong Infrastructure Holdings, Hong Kong

Big Jeff Norton President & CEO Teacher’s Retirement Allowances Fund, Canada

John Stuart CEO Macquarie Infrastructure Management (Asia), Singapore

Jeremy Goodwin President China Advanced Construction Materials Group, China

Edward Gustely Senior Advisor Government Investment Unit, Indonesia

Investment and development opportunities for operators, developers, governments and investors Network with over 100 investors and fund managers ready to invest in Asian infrastructure Meet top pension funds, sovereign wealth funds, fund of fund managers, private equity investors, investment advisory firms and infrastructure fund managers who are exploring Asian infrastructure investment opportunities Hear from over 10 key Asian government sharing investment opportunities Meet with regulators and players from prominent markets in Asia – India, China, Indonesia, Vietnam and the Philippines who will share incentives and new project opportunities in their individual countries Connect with major infrastructure developers and clean technology innovators with a foothold in Asia Gain insights to real opportunities by meeting with leading project developers and asset owners from all across the region Sponsors:

Endorsing Partners:

Media partner:

Response Form

Produced by:

Fax to +(65) 6226 3264

I want to register for the conference. Please send me the registration form. I want to discuss sponsorship opportunities. I want to discuss speaking opportunities. Name ..............................................................................................................Job title .............................................................................. Organisation ................................................................................................................................................................................................ Address ........................................................................................................................................................................................................

Daniel Teo VP Corporate Finance & Project Development Suntech Power, China

Tel .......................................................Fax ...................................................... Email .................................................................................

Contact Tan Yee Lim at (65) 6322 2701 or register online now. Visit www.terrapinn.com/2010/iiahk for the programme agenda and the list of confirmed speakers.

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

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

Company Name

Code

Business Stage

Sector

ACC Ecominerals Limited

ACC

Pre-IPO

Mining

Activeplus Pty Ltd

ACP

Early Stage

Healthcare

AG Delta Pte Ltd

AGD

Expansion Stage

Financial Services Software

AgriFuels Limited

AFL

Early Stage

Renewable Energy

AiRush International Limited

AIR

Early Stage

Entertainment

Atlantic Healthcare

AHC

Commercialisation

Specialist Pharmaceuticals

Australian Bauxite Limited (ASX:ABZ)

ABZ

Exploration

Mining

Australian Leadership Centre Pty Ltd

ALC

Expansion Stage

Professional Services

Azure Energy Technologies Pty Ltd

AZE

Early Stage

Energy

Barefoot Power

BFP

Expansion Stage

Energy

Biofuel Partnership Ltd

TBP

Expansion Stage

Biodiesel - Clean Energy

Blue Fusion Asset Management Pty Ltd

BFM

Early Stage

Financial Services

Bone Medical Limited (ASX:BNE)

BNE

Late Development

Biotech

Brightgreen Pty Ltd

BGN

Expansion Stage

Green Tech

Camco Group

CGP

Expansion Stage

Civil Construction and Mining

CassTech Limited

CTH

Pre-IPO

Agriculture/Greentech

Ceduna Keys Development Pty Ltd

CKD

Project Approved

Building & Construction

Ceebron Pty Ltd

CBN

Expansion Stage

ICT Food Technology

Cloncurry Metals Limited (ASX:CLU)

CLU

Exploration

Mining

Coffee Shop Real Estate

CFS

Early Stage

Real Estate/IT

Commissioners Gold Ltd

CMG

Junior Explorer

Mining

Cosmetic Choice Limited

CCL

Early Stage

Crescent Gold Ltd (ASX:CRE)

CRE

Gold Producer

Mining (Gold)

Datym.com Pty Ltd

DTM

Early Stage

DIY Financial Limited

DIY

Early Stage

Financial Services

Eastern Regions Resources Pty Ltd

ERR

Early Stage

Exploration Mining and Resources

Eclipse Uranium Limited

EUL

IPO

Mining

Ecobiotics

ECB

Expansion Stage

Lifesciences

EcoQuest Limited (ASX:ECQ)

ECQ

Expansion Stage

Cleantech

eMove Pty Ltd

EMV

Expansion Stage

Internet/Removalists

Finerday.com

FND

Early Stage

Family Communications Portal

Flip Screen Australia Pty Ltd

FSA

Expansion Stage

Mining Services

Future Capital Development Fund Limited

FCD

Expansion Stage

Funds Management/Internet

Gratuk Technologies Pty Ltd

GTK

Early Stage

Veterinary Treatments

Green Resources Group Limited

GRG

Expansion Stage

Green Tech

Hunome Pty Ltd

HNM

Expansion Stage

Consumer Internet

KFSU Pty Ltd

KFS

Commercialisation

Food Ingredients

Kordz Pty Ltd

KRZ

Expansion Stage

Electronics

Lobster Harvest Ltd

LHL

Late Development

Aquaculture/Clean Technology

Mailing Lists Online Pty Ltd

MLO

Early Stage

Management Resource Solutions Limited

MRS

Expansion Stage

Resources

Microequities Deep Value Microcap Fund

MCQ

Established

Financial Services

Mindset Media Pty Ltd

MMP

Early Stage

Digital Media

Minemakers Limited (ASX:MAK)

MAK

Mature Stage

Mining

MIRTeq Pty Ltd

MIR

Commercialisation

Fibreglass Composites

MyGuestlist

MGT

Early Stage

IT & Technology

My Home is For Sale

MHF

Expansion Stage

Online Real Estate

NavraInvest

NIV

Mature Stage

Financial Services

Pacific Island Aquaculture Pty Ltd

PIA

Early Stage

Fish Farming

Pacific Retail Management Pty Ltd

PRM

Expansion Stage

Retail Food Franchising

Party Hoppers Franchising Australia Pty Ltd

PHF

Seed

Hospitality/Franchising

Phase Changer Pty Ltd

PCR

Expansion Stage

Manufacturing (Electrical Goods)

Phylogica Limited (ASX:PYC)

PYC

Mature Stage

Biotechnology

Primewest Funds Ltd

PWF

Mature Stage

Property

QBiotics Ltd

QBL

Expansion Stage

Life Sciences

Rentmaster Pty Ltd

RMR

Early Stage

Property Management

Spark Solar Australia

SSA

Early Stage

Cleantech

Sustainable Energy Australasia

SBE

Early Stage

Renewable Energy

SwapAce.com

SWA

Expansion Stage

Tailored Franchise Holdings Ltd

TFH

Early Stage

Franchise

Vogue Management Limited

VML

Reverse Takeover

Property/Professional Services

Windation Energy Systems Australia Pty Ltd

WEA

Seed

Wind Renewal Energy

Wireless Nation Pty Ltd

WNN

Early Stage

Telecommunications

Zeep Pty Ltd - Zero Emission Energy Plants

ZEEP

Early Stage

Renewable Energy

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

10 – 11 August 2010, Westin Sydney, Australia

Building Wealth

Australasia’s most comprehensive and credible real estate investment management forum, where international industry leaders and domestic property experts convene to: • Rescale corporate governance and improve operational due diligence for asset enhancement and value creation • Mitigate risks and maximise returns within the income-generating and high-yielding property sectors down under • Rebalance portfolio composition and refine investment strategies for capital preservation and yield composition • Leverage and integrate quality asset acquisition, development and expansion capabilities through equity-debt financing vehicles

Featuring our faculty of speakers

Daniel Grollo Chief Executive Officer Grocon Group, Australia

Richard Stacker Chief Executive Officer – Direct Property Charter Hall Group, Australia

Mark Flockhart Head of Property Portfolio Services AMP Capital Investors, Australia

Jack Foster Managing Director & Head of Global Real Estate Franklin Templeton Real Estate Advisors, USA

Darren Steinberg Head of Property Colonial First State Global Asset Management, Australia

Tony Lombardo Global Head of Strategy, Mergers & Acquisitions Lend Lease Corporation, Australia

Mathew Browning Head of Investment Myer Family Office, Australia

Mark Turner Head of Funds Management Dexus Property Group, Australia

Megan Chan Portfolio Manager, Real Assets Sunsuper, Australia

Craig Turnbull Chief Investment Officer Local Government Superannuation Scheme, Australia

Paul Weightman Chief Executive Officer & Managing Director Cromwell Group, Australia

Jon Lekander Managing Director, Head of Indirect Investment Management Aberdeen Property Investors, Sweden

Howard Brenchley Executive Director & Chief Investment Officer APN Funds Management Limited, Australia

Scott MacDonald Chairman & Chief Executive Officer Investa Property Group, Australia

Jon Addison Chief Investment Officer Meat Industry Employees Superannuation Fund, Australia

David Chessell Partner Access Capital Advisers Australia

Shaun Bonett Chief Executive Officer Precision Group, Australia

Iwan Sunito Chief Executive Officer Crown International Holdings, Australia

David Kelleher Chief Executive Officer Fortress Investment Group, Australia

Ulrich Dischler Managing Director Union Investment Real Estate Asia Pacific Pte Ltd, Singapore

Nicholas Harris Sonya Sawtell-Rickson Head of Wholesale Head of Beta Portfolio The GPT Group, Australia Management & Strategy QIC, Australia

Peter Davidson Head of Property Securities BT Investment Management, Australia

Matthew Chun Chief Executive Officer Becton Property Group Australia

The earlier you book, the greater savings you enjoy. Prices increase nearer to convention dates. Call +61 2 9021 8808 / +65 6322 2716 or visit www.terrapinn.com/2010/reiwau to secure your seat. 36

w w w. w h o l e s a l e i n v e s t o r. c o m . a u

Created & Delivered by: