1. I MPACT I NVESTMENT Memorandum World Leading Technology providing Food Security Globally in an Eco-Friendly Environment World Leading Technology providing Food Security Globally in an Eco-Friendly Environment

2. History of Live Seafood Holding Technology The technology was invented for a commercial level operation by Michael Hanrahan originally in 1980, and over the following five years, Michael further developed his unique technology through the combination of placing live seafood tanks into restaurants and starting/operating his own live seafood wholesale and subsequent export operation. In 1985, Austmarine was established to manufacture at a commercial level the live seafood tanks and a number of International Patents were registered. Today, Austmarine (AM) is widely recognised as the world leader in the intelligent engineering, design, manufacture and installation of the Oceantronic Live Seafood Holding and Display Tanks and Arctic Merchandiser Refrigerated Display Cabinets. With over 30 years experience in the industry, AM has installed tanks in 35 countries. Austmarine is the preferred supplier to international hoteliers, restaurants, commercial designers, supermarkets, seafood markets, fishermen, seafood wholesalers and exporters worldwide. This recognition of the Austmarine brand has been earned over the decades by a continuance of proven quality performance. The Austmarine Live Holding Technology has been specifically designed for the commercial holding of live marine produce including various types of fish, lobster, sea urchin, shellfish, oysters and other live seafood species. The Austmarine system employs unique technology that is internationally patented to deliver tangible advantages (maintain weight, zero mortality, low cost of ownership and enhanced product quality etc.) over other post harvest tank manufacturers available in the market (see testimonials). The system provides for the first time, the ability to hold, transport and maintain different types of live marine species in high volumes, with zero mortality, zero weight loss of the marine species and requiring zero changing of water. Austmarine technology has proven to enhance the quality of the marine seafood product from ocean to plate. 2 Executive Summary for Austmarine Mfg.

3. 3 Global Footprint for Austmarine Mfg.

4. Market Opportunity AM has made major inroads in the Asian markets of Hong, Macau, Shanghai, Beijing, other Chinese cities, Hokkaido, Middle Eastern countries and India, however, the major markets of the USA and Europe are untapped and remain potential high value to AM, with definite strong requests being presented from these two for AM technology. Recently AM has established a Sales Licence with a Spanish based company for markets in Spain and Portugal, and this is starting to bear fruit now with supermarket chains like Makro, which has just confirmed their first order. AM has already started deliveries to Carrefour Supermarket in Dubai. As AM supplies to a cross section of industries, this presents enormous opportunities to create a complete live seafood quality controlled supply from point of harvest to dining table using all the Austmarine equipment. In Dec 2002, AM introduced a restaurant design called the Fish Market that has since become a signature design concept that has underpinned using the range of Austmarine’s Oceantronic live seafood holding & display tanks and Austmarine’s Arctic Merchandiser refrigerated display cabinets. This design has recently been adopted by notable commercial kitchen designers for their respective hotel projects. Strategy To date, sales and marketing have been driven directly by the principal of AM and through established licensees in Cairns, Perth, Hong Kong and Dubai, as well as through the strong relationships that AM has with a number of commercial kitchen design companies and hotel groups, e.g., Hyatt Corporation and Starwood Group. The equipment has been substantially selling itself through its proven performance, so it is clearly logical that if a financial investment of $5M was injected into AM, providing the required resources of a Commercial Sales Marketing Team for Australia and Overseas and a larger manufacturing factory to take the efficiency to a new level thus reducing fabrication cost, this would escalate sales enormously. There is a cross-relationship between seafood wholesalers and retail outlets, as it is proven that seafood wholesalers will promote Austmarine tanks to their hotel/restaurant clients as a guaranteed means of maintaining their supplied product in perfect condition. The seafood wholesalers, exporters and fishermen are very different to sell to, as they are secretive about the equipment they use, so effective sales penetration here would lead to a much greater number of Hospitality Industry sales. Fishermen and divers have sought advice from AM, to seek a means of creating greater income. We recommend to them “catch less and make more money”, by value adding to their catch through holding it live, giving them the opportunity to take advantage of market conditions by selecting their optimum times to sell. This in turn preserves natural stocks of marine creatures, All this will require the AM factory to be increased in size and capability, and this in turn produces a skilled work force that will be ready for the high demand for rapid manufacture and installation of the Fishtec equipment for aquaculture production of quantities of high value species. 4 Executive Summary for Austmarine Mfg.

5. Executive Summary for Austmarine Fishtec Market opportunity The 2012 Global Food Security Index ranks 105 countries in accordance to their relative level of food security in four categories – affordability, safety, availability and quality. The world has to address the issue of food security in a changing environment during and beyond the twenty-first century, if adequate supplies are to be available to feed it’s growing population. The current estimate is 7 billion (United States Census Bureau), which is expected to increase to around 9 billion by 2050 (International Monetary Fund). United Nations Food and Agriculture Organisation states that the middle classes of China and India will be the major global drivers for increased protein consumption in their diets, linked to their higher disposable incomes. Together China and India represent over 40% of the world’s population, but are in the bottom quartile globally for protein consumption per capita. In order to meet growing global demand for fish and supplement the reduction of fish stocks in the oceans, aquaculture production globally will need to increase by 50% in the next decade. Austmarine Fishtec has specifically targeted the market opportunity through Hong Kong to meet the plate and banquet sized live fish markets, in Asian and Western restaurants in Australia and in leading restaurants in Asia. AMF can benefit from Australia’s reputation for the supply of quality seafood, whilst circumventing the adverse differential between Asian and Australian labour costs, by avoiding product processing. 5 Market opportunity Performance relative to competitors (Pond & Sea Cage farming) Austmarine Fishtec capability AMF has competitive advantage through not having the risks associated with Pond and Sea Cage farming including: The Lack of proper aeration of the water environment, Inability to control the environment, and Pollution and predators AMF has competitive advantage through not having the risks associated with Pond and Sea Cage farming including: The Lack of proper aeration of the water environment, Inability to control the environment, and Pollution and predators Austmarine strategy and business model is focused on the market opportunity where it has a competitive advantage through its capabilities 30 years of research, development and continuous investment and Closed Tank Technology The market opportunity and demand for protein and fresh fish will continue to grow

6. Executive Summary for Austmarine Fishtec Capability Austmarine Fishtec has been established to further commercialise 30 years of research, development and continuous investment by Austmarine in world leading Holding and Display Tank Technology. Austmarine Fishtec’s objective is develop the Closed Tank Technology (CTT) for the large scale cultivation and harvesting of marine species. AMF CTT has the proven ability to emulate the ocean environment in terms of precise water temperature, quality and conditions required for Cobia and other tropical marine species to grow and flourish. Critically, AMF CTT offers two features that existing tank technology does not provide; the ability to maintain pristine salinated water conditions through a filtration mechanism that regularly removes excess feed and other toxins, and it has a mechanism which provides the necessary levels of aeration required by pelagic (free swimming) species. The facility, operations and management will be based on the Gold Coast to provide alignment with the expertise of Austmarine’s, manufacturing capabilities and quality control, together with ready access to a reliable water supply. Strategy 6 Strategic focusStrategic objectives Funding Obtain equity funding of $42.0m to fund land acquisition and development, tank,equipment and transport purchases, inventories,operating expenditure and development of CTT Commercialisation Commercial sales commence in year 2 of operations Licensing of CTT in defined markets with tank supply and operational monitoring being centralised on the Gold Coast Markets Sale to established markets in Australia and Hong Kong in first 2 years Develop product supply capability to other markets after year 2 Intellectual property Exclusive licensing and manufacturing agreement with Austmarine for Closed Tank Technology Ownership and protection of the IP relating to Closed Tank Technology Asset acquisitions Acquisition from Austmarine of tanks for commercial production of quantities of marine species Land acquisition in a pristine water supply area for large scale commercial production Governance Establish best practices for research, optimisation of harvesting yields and board of directors with broad business skills and experience.

7. Executive summary for Austmarine Corp Finance and structure. Application of funds The planned application of the $47.0m of funds in two phases is as follows: 7 Austmarine Corporation - Sources and Uses TOTALYear 1Year 2Year 3Year 4Year 5 $$$$$$ SOURCE OF FUNDS Equity Capital - Phase 118,000,00016,000,0002,000,000000 Equity Capital - Phase 229,000,00004,000,00018,000,0007,000,0000 Property Vendor Finance000000 47,000,00016,000,0006,000,00018,000,0007,000,0000 USES OF FUNDS Repayment of Property Finance Vendor000000 R & D Tax Credit Refunds2,600,00001,800,000300,000250,000 Fundraising Fees(2,820,000)(960,000)(360,000)(1,080,000)(420,000)0 Land and Buildings(32,287,939)(4,553,025)(3,571,800)(11,211,289)(7,507,125)(5,444,700) Plant and Equipment(62,335,000)(3,620,000)(4,935,000)(12,680,000)(17,700,000)(23,400,000) Transport(300,000)(150,000)0 00 Inventories(16,218,894)(1,621,199)(2,363,584)(3,690,392)(3,658,588)(4,885,131) Working Capital Movements109,266,414(2,076,594)3,861,50313,571,75233,935,93359,973,819 Movements in Bank Balances during each year(44,904,580)(3,019,182)(431,119)(3,060,071)(11,900,220)(26,493,988) (47,000,000)(16,000,000)(6,000,000)(18,000,000)(7,000,000)0

8. Executive summary for Austmarine Corp Finance and structure Profit and loss account projections The planned profit and loss account projections are as follows. Provision has been made for a 40% participation by a funding shareholder in the capital of the company, providing the indicated annual returns on investment on the progressively increasing amount of funding injected. 8 Austmarine Corporation - Profit and Loss Summary Year 1 Year 2 Year 3 Year 4 Year 5 Sales 10,356,549 25,795,662 57,697,299 111,638,024 187,008,022 Gross Margin 4,790,453 13,171,349 30,994,955 63,882,405 112,475,235 GM % 46.26%51.06%53.72%57.22%60.14% Operating Expenses 4,845,3486,566,14310,695,79918,743,34831,126,714 Net Profit Before Tax (964,895)5,805,20618,199,15742,189,05777,448,521 Company Tax (433,604)(1,691,437)(5,929,799)(13,541,717)(24,404,556) R & D Tax Credits 01,800,000300,000250,000 NPAT (1,398,500)5,913,76912,569,35828,897,34053,293,964 Earnings on 40% Holding (559,400)2,365,5085,027,74311,558,93621,317,586 ROI on 40% Holding Loss 10.8 12.6 24.6 45.4