PROSPECTUS - secure2go.com - Peace of Mind … have descriptions are for illustration only and should not be interpreted to mean that any person shown endorses the Prospectus or its

P R O S P E C T U S

SECURE2GO GROUP LIMITED | ACN 612 127 867

This Prospectus has been prepared for, among other things, a public offer of 13,333,334 Shares at an issue price of $0.30 per Share to raise $4,000,000 (Offer).

Oversubscriptions of up to a further 3,333,333 Shares at an issue price of $0.30 per Share to raise up to an additional $1,000,000 may be accepted.

LEAD MANAGER: Lodge Corporate Pty Ltd (Authorised Representative No. 316212 of Lodge Partners Pty Ltd AFSL No. 246271)

IMPORTANT INFORMATIONThis is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay. Shares offered by this Prospectus should be considered highly speculative.

CORPORATE DIRECTORY

DIRECTORS

Wesley Lawrence Executive Director and Chief Executive Officer

Paul Hardie Non- Executive Chairman

Kathal Spence Non-Executive Director

COMPANY SECRETARYIan Hobson

PROPOSED ASX CODES2G

REGISTERED OFFICEC/- Churchill Services Pty Ltd Suite 5, 95 Hay Street SUBIACO WA 6008Telephone: 1300 001 246 Email: [email protected] Website: www.secure2go.com

LEAD MANAGERLodge Corporate Pty Ltd (Authorised Representative No. 316212 of Lodge Partners Pty Ltd AFSL 246271) Level 6/90 Collins Street MELBOURNE VIC 3000Telephone: +61 3 9200 7000 Website: www.lodgepartners.com.au

DISTRIBUTION PLATFORMOn-Market BookBuilds Pty Ltd (AFSL 421 535) Level 28, 25 Bligh Street Sydney, NSW 2000Telephone: +61 2 9221 7928 Website: www.onmarketbookbuilds.com

SHARE REGISTRYLink Market ServicesLevel 12, 680 George StreetSydney, NSW 2000

Telephone: +61 1300 554 474Facsimile: +61 2 9287 0303Website: www.linkmarketservices.com.au

INVESTIGATING ACCOUNTANTGreenwich & Co Audit Pty LtdLevel 235 Outram StreetWEST PERTH WA 6005

SOLICITORS Steinepreis PaganinLevel 4, The Read Buildings 16 Milligan Street PERTH WA 6000

PATENT ATTORNEYIP Solved (ANZ) Pty LtdLevel 21201 Elizabeth StreetSYDNEY NSW 2000

AUDITORGreenwich & Co Audit Pty LtdLevel 235 Outram StreetWEST PERTH WA 6005

3Secure2Go // Prospectus

01. IMPORTANT NOTICE

CONTENTS

01 IMPORTANT NOTICE 5

02 HIGHLIGHTS OF THE OFFER 9

03 LETTER TO SHAREHOLDERS 11

04 INVESTMENT OVERVIEW 15

05 DETAILS OF THE OFFER 31

06 BUSINESS OVERVIEW 37

07 COMPANY OVERVIEW 51

08 RISK FACTORS 63

09 INVESTIGATING ACCOUNTANT’S REPORT 73

10 PATENT ATTORNEY’S REPORT 91

11 BOARD, MANAGEMENT AND CORPORATE GOVERNANCE 101

12 MATERIAL CONTRACTS 117

13 ADDITIONAL INFORMATION 119

14 DIRECTORS’ AUTHORISATION 131

15 GLOSSARY 134

4 Secure2Go // Prospectus


IMPORTANT NOTICE01



01. IMPORTANT NOTICEThis Prospectus is dated 18 November 2016 and was lodged with the ASIC on that date. The ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.No Shares may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus. It is important that you read this Prospectus in its entirety and seek professional advice where necessary. The Shares that are the subject of this Prospectus should be considered highly speculative.

1.1 EXPOSURE PERIODThis Prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. You should be aware that this examination may result in the identification of deficiencies in this Prospectus and, in those circumstances, any application that has been received may need to be dealt with in accordance with Section 724 of the Corporations Act. Applications for Shares under this Prospectus will not be processed by the Company until after the expiry of the Exposure Period. No preference will be conferred on applications lodged prior to the expiry of the Exposure Period.

1.2 INVESTMENT ADVICEThis Prospectus does not provide investment advice and has been prepared without taking into account your financial objectives, financial situation or particular needs (including financial or taxation issues). You should seek professional investment advice before subscribing for Shares under this Prospectus.

1.3 WEB SITE - ELECTRONIC PROSPECTUSA copy of this Prospectus can be downloaded from the website of the Company at www.secure2go.com. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be a resident of Australia, Hong Kong, or New Zealand and must only access this Prospectus from within Australia, Hong Kong, or New Zealand.There is no facility for the Offer to be accepted electronically or by applying online. Shares will not be issued under the electronic version of the Prospectus. The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies a complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company.The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the Application Form, it was not provided together with the Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

1.4 WEBSITE No document or information included on the Company’s website is incorporated by reference into this Prospectus.

1.5 FORWARD-LOOKING STATEMENTS This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties.These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties,




assumptions and other important factors, many of which are beyond the control of the Company, the Directors and its management. The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements. The Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.These forward looking statements are subject to various risk factors that could cause the Company’s actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 8.

1.6 PHOTOGRAPHS AND DIAGRAMS Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person shown endorses the Prospectus or its contents, or that the assets shown in them are owned by the Company. Diagrams used in this Prospectus are illustrative only and may not be drawn to scale.

1.7 DEFINED TERMSUnless the contrary intention appears or the context otherwise requires, words and phrases contained in this Prospectus have the same meaning and interpretation as given in the Corporations Act and capitalised terms have the meaning given in the Glossary in Section 15.

1.8 TIME All references to time in this Prospectus are references to Australian Western Standard Time.

1.9 ENQUIRIESIf you are in any doubt as to how to deal with any of the matters raised in this Prospectus, you should consult your broker or legal, financial or other professional adviser without delay. Should you have any questions about the Offer or how to accept the Offer, please call the Company Secretary, Ian Hobson, on +61 8 9388 8290 or Lead Manager, Lodge Corporate on +61 3 9200 7000.



HIGHLIGHTS OF THE OFFER02


02. HIGHLIGHTS OF THE OFFER

02. HIGHLIGHTS OF THE OFFER

Lodgement of Prospectus with the ASIC 18 November 2016 Opening Date 28 November 2016 Closing Date and Noteholder Offer Closing Date 21 December 2016 Issue of Shares and despatch of holding statements 3 January 2017 Expected date for quotation on ASX 9 January 2017

* The above dates are indicative only and may change without notice. The Company reserves the right to extend the Closing Date or close the Offer early without prior notice. The Company also reserves the right not to proceed with the Offer at any time before the issue of Shares to applicants. The Exposure Period may be extended by the ASIC by not more than 7 days pursuant to section 727(3) of the Corporations Act which would result in the Opening Date being deferred.

2.1 INDICATIVE TIMETABLE*

2.2 KEY OFFER STATISTICS

KEY OFFER STATISTICS Based on Minimum Subscription being raised

Based on Maximum Subscription being raised

Offer Price per Share $0.30 $0.30

Total number of Shares available under the Offer 13,333,334 16,666,667

Gross proceeds from the Offer $4,000,000 $5,000,000

Total number of shares on issue on completion of the Offer (assuming the Convertible Notes convert on or before 31 December 2016)*

68,225,000 71,558,333

Indicative Market Capitalisation (assuming the Convertible Notes convert on or before 31 December 2016)*

A$20,467,500 A$21,467,500

* In the event the Convertible Notes convert after 31 December 2016 an additional 691,667 Shares (and 577,778 Options) will be issued and the indicative market capitalisation will increase to $20,675,000 (based on the minimum subscription being raised) and $21,675,000 (based on the maximum subscription being raised). The Convertible Notes automatically convert into Shares and Options upon the Company receiving a conditional approval letter to list on the ASX, and the Board being satisfied that the Company can meet each condition as outlined in the conditional approval letter. A summary of the terms and conditions relating to the Convertible Notes is set out at Section 13.4.


LETTER TO SHAREHOLDERS03


03. LETTER TO SHAREHOLDERS


Dear Investor

On behalf of the Board of Secure2Go Group Limited (Secure2Go, S2G or the Company), it is my privilege and pleasure to present this Prospectus for the Company’s initial public offer.

Secure2Go is an industrial solutions provider aiming to deliver connectivity, safety, security and peace of mind for people and businesses via its suite of product hardware, and suite of product software and apps. The Secure2Go technology includes wearable and mobile devices that can trigger alerts and initiate communication in case of emergency. Secure2Go’s connected devices can also be used to find mobile assets when lost or stolen.

The Company’s portfolio of solutions have been commercially tested within the marine, automotive, occupational health and safety, and security and resources industries. Working directly with manufacturers, wholesalers and retailers within the abovementioned industries, the Company plans to provide tailored solutions that aim to create cost savings and business efficiencies.

The Secure2Go suite of product hardware and Secure2Go suite of product software and apps can be easily adapted to suit specific user requirements, distinguishing the products in the market.

The Directors and staff are proud of the Company’s achievements to date and see the initial public offer of Secure2Go as the next step towards meeting the Company’s long term growth strategy.

Under this Prospectus, the Company is offering for subscription of 13,333,334 fully paid ordinary shares (Shares) at an offer price of $0.30 per Share to raise $4,000,000. The Company has the ability to accept oversubscriptions of up to a further 3,333,333 Shares to raise up to a further $1,000,000. Proceeds from the Offer will be used to accelerate business development and customer acquisition both domestically and internationally.

The Offer provides an opportunity for you to participate in the ownership of the Company and share in the Company’s exciting future.

An investment in the Company is subject to a number of risks, including but not limited to: limited trading history of the Company, unauthorized replication of the Company’s technology or alternative competitive products, the ability of the Company to successfully develop and introduce products, and the Company’s ability to deal with competing technologies. A full set of risk factors is set out in Section 8 of this Prospectus.

Information about the Offer and Secure2Go are detailed in this Prospectus. We recommend that you read this Prospectus carefully and in its entirety before making your investment decision.

On behalf of the Board, I look forward to welcoming you as a supportive shareholder of the Company.

Yours faithfully,

Paul Hardie Non-Executive Chairman Secure2Go Group Limited





INVESTMENT OVERVIEW04


This information is a selective overview only. Prospective investors should read the Prospectus in full before deciding to invest in Shares.

04. INVESTMENT OVERVIEW


Who is the issuer of this Prospectus?

Secure2Go Group Ltd (ACN 612 127 867). 1 & 6

What does Secure2Go Do?

Secure2Go designs and delivers enterprise-grade product solutions to corporate, government and individual end-users enabling real time monitoring and managing of remote based assets. The Company’s product solutions utilise its proprietary integrated platform architecture that has been developed over a six-year period. The platform is multi-layered and comprises of remote asset hardware and firmware which is connected to a communications platform, allowing an end user to monitor and manage the remote based asset.

6

What is remote asset monitoring and management and why is it important?

The internet of things (IoT) movement has led to the ability for assets to be monitored at all times through the use of a GPS chip installed on the asset (also known as tracking device) and a cellular data network to track the assets. This process has been labelled remote asset monitoring and management and this concept is gaining in importance for companies and individuals alike in aiding with proactive maintenance and early detection of problems with assets. This will allow problems to be addressed immediately ensuring the issue does not cause longer lasting problems.Current solutions in the market have typically employed a singular approach to hardware, communications and messaging that leads to an outcome of one to one interaction between the device and user interface. The product will be able to alert its user when a problem arises with the asset, however it will be unable to relay a communication message back to the asset in order to generate a solution to the issue at hand. Accordingly, two-way (also known as bidirectional) communication is emerging as the next generation of products to enable both monitoring and management of remote based assets.

6.3.1

QUESTION ANSWER SEE SECTION



How does Secure2Go differentiate its product solutions in the marker?

Secure2Go’s product solutions utilise its enterprise-grade platform architecture designed specifically for monitoring and managing remote, based assets in real time for corporate, government and individual end-users.The integrated platform is multi-layered and comprises remote asset hardware and firmware which is connected to a communications platform, allowing an end user to monitor and manage the remote based asset.Secure2Go utilises enterprise-grade device and radio frequency (RF) communications protocols, combined with the logic process contained in its proprietary communications platform engine. This enables the Company to deliver differentiated products and bidirectional monitoring and management of critical assets in the field.More specifically users can:• set specific asset monitoring (input/output) protocols; • design specific alert parameters – one-off or escalating

(when issue is not resolved or worsens); and • provide remote asset management functionality – ability

to send specific operational instructions back to the asset (bidirectional).

Secure2Go’s platform has been designed in a highly scalable microservice architecture (MSA) environment that enables it to process more than 100,000 concurrent device messages at any point in time.

6.4

What are the Company’s key products?

The Company’s market-ready solutions include: SECUREboat; SECUREdrive; SECUREwatch and SilentSignal, and SECUREasset (together the Market-Ready Solutions). The Company has a range of other products that are currently in varying stages of development.

6.5




Status of Market-Ready Solutions

Each of the Company’s Market-Ready Solutions consist of both a device component (i.e., the Secure2Go product hardware) (Connectivity Devices), and a communications platform services component (i.e., the Secure2Go product software and apps) (Communications Platform). The Connectivity Devices and the Communications Platform for each of the Market-Ready Solutions: • have been commercially tested with prospective clients; • are in a form that can be immediately sold / “Leased” to

customers; and • have the ability to generate immediate revenues.

6.4.5

Who are the targeted users of the Company’s products?

The Company currently has no contracted customers, however, the Secure2Go Market-Ready Solutions have been commercially tested within the marine, automotive, occupational health and safety, and security and resources industries. Working directly with manufacturers, wholesalers and retailers within the abovementioned industries, the Company plans to provide tailored solutions that aim to create cost savings and business efficiencies.

6.1 & 6.5

What are the key risks associated with the Company’s business, the Shares and the Offer?

The business, assets and operations of the Company, are subject to certain risk factors that have the potential to influence the future operating and financial performance of the Company. These risks can impact on the value of an investment in the Shares of the Company.The Directors aim to manage these risks by carefully planning the Company’s business activities and implementing risk control measures. Some of the risks are, however, highly unpredictable and the extent to which the Board can effectively manage these risks cannot be guaranteed. Based on the information available, the key risk factors affecting the Company include:• the fact that Secure2Go has no operating or trading history

with limited historical financial performance and is likely to continue to incur operating losses until value can be realised from its Market-Ready Solutions (see Section 8.2(a));

• Secure2Go’s customers may decide not to purchase Secure2Go’s products due to changing customer preferences and Secure2Go may fail to anticipate, develop, or satisfy these changing customer preferences in a timely manner (see Section 8.2(b));

8




• the unauthorised replication or development of Secure2Go’s Connectivity Devices and Communications Platform by third parties could adversely affect Secure2Go’s business and operating results (see Section 8.2(c));

• the development and commercialisation of competing technologies and related products, and Secure2Go being unable to successfully develop its existing products to ensure that Secure2Go remains ahead of its competitors (see Section 8.2(d));

• Secure2Go’s Connectivity Devices and Communications Platforms may contain undetected faults or bugs that may require product recalls or updates to be released, and Secure2Go’s products may also be the subject of complaints, refunds, and claims which may adversely affect the profitability of Secure2Go (see Section 8.2(e));

• Secure2Go relies on know-how and confidentiality agreements and does not currently have any registered intellectual property interests in relation to its technology in Australia or overseas and as such Secure2Go may not be able to adequately protect its proprietary technology in the marketplace. The Company’s wholly owned subsidiary, Secure2Go Pty Ltd, has filed an international patent application (being International PCT Application No. PCT/AU2016/051036) and a number of trademark applications in relation to its existing intellectual property. (see Section 8.2(g) and Section 10);

• the reliance of key personnel to oversee the day-to-day operations and management of Secure2Go, and the potential detrimental impact that may result if one of these employees ceases their employment (see Section 8.2(j));

• Secure2Go’s Communications Platform rely on data received/sent via cellular, internet and GPS technologies as well as other data service providers and any disruptions to these services may reduce Secure2Go’s ability to operate and generate income. In addition, there can be no guarantee that the third party platforms Secure2Go’s products are available through will continue to make these products available (see Section 8.2(m)); and

• Secure2Go’s Connectivity Devices are made from outsourced local and imported components, manufactured by third parties which exposes Secure2Go to the risk of supply interruptions or delays which may affect Secure2Go’s ability to meet contractual requirements with clients thus impacting Secure2Go’s ability to generate revenue and grow its business (see Section 8.2(n)).




What geographies does the Company intend to operate in?

The Company’s marine product, SECUREboat, is being marketed primarily overseas to large manufacturers in Europe and the United States of America. However, trials are currently being conducted in the Australian market.The Company’s other Market-Ready Solutions are being marketed primarily to Australian companies and government departments, with plans for international expansion.

6.5

What is the Company’s growth strategy?

Secure2Go’s growth strategy is based on four key components:1. Generating a customer base.2. Expand through innovation. 3. Expand internationally.4. Accelerate execution of its strategy and growth through

acquisitions.

6.5

Who does the Company compete with?

Secure2Go utilises a software and communications ‘engine’ to provide varying outcomes based on programming and product modifications which aim to improve efficiencies and lower costs for its potential customers. The Company’s Market-Ready Solutions compete with an increasing number of off-the-shelf “internet of things” (IoT) products which the Company has found generally offer only single problem, un-customisable solutions.From discussions with dominant manufacturers and wholesalers within each of the Company’s target sectors, the Directors believe there is currently no one key player offering tailored solutions to these businesses/sectors.Whilst there are several other IoT companies who offer tailored solutions, it is the Director’s belief that there are currently no direct competitors offering the same suite of solutions, for the same industries, as what the Company offer.

6.9




What is the Company’s Business Model and how does the Company intend to generate revenue?

Secure2Go intends to generate revenues through the sales of its Connectivity Devices and Communications Platform. The Connectivity Device component includes the physical device and installation costs (only applicable to SECUREboat). The Communications Platform component includes the telecommunication data charges, and Secure2Go’s Communication Platform Service charges. Secure2Go’s business model comprises of two separate revenue streams for each product: a hardware component; and a services component, with two payment options: being an outright purchase; or a monthly rental: • an outright purchase option (including two (2) years of

services); or • a monthly rental option paid monthly over two (2) years. At the conclusion of the two (2) year contracts customers will be able to:• upgrade to new Connectivity Devices and/or

Communications Platform; • continue with their existing Connectivity Devices and

Communications Platform; or • discontinue their Communications Platform (making the

Connectivity Device redundant).In order to grow the Company’s business following completion of the Offer the Company intends to use the funds raised pursuant to the Offer to engage in further research and development of its product line, identify new markets and growth opportunities, engage in sales and marketing and protect its intellectual property interests.Secure2Go solutions are developed for distributors within key industries. Rather than retail its products, Secure2Go’s business strategy is to build networks and relationships with key industry distributors and manufacturers. Secure2Go is also building relationships directly with organisations to provide and implement their solutions at a customised level.

6.6 – 6.8

How does the Company intend to sell its products?

Secure2Go solutions are developed for distributors within key industries. Rather than retail its products, Secure2Go’s business strategy is to build networks and relationships with key industry distributors and manufacturers. Secure2Go is also building relationships directly with organisations to provide and implement their solutions at a customised level.

6.8




How will the Company seek to generate returns for investors?

The Company plans to, in the long term, generate sufficient revenue to cover costs and fund further growth and development of its product line.

6.5 & 6.6

What is the purpose of the Offer?

The purpose of the Offer is to:• provide sufficient capital to enable Secure2Go to implement

the growth initiatives set out in this Prospectus;• raise capital to strengthen Secure2Go’s balance sheet;• provide a liquid market for the Shares;• provide Secure2Go with access to equity capital markets,

which the Directors expect will give the Company added financial flexibility to pursue further growth opportunities;

• provide Secure2Go with the benefits of an increased profile that arises from being a listed entity; and

• give the Existing Shareholders an opportunity to realise some or all of their investment in Secure2Go.

On completion of the minimum raising of $4,000,000 under the Offer, the Board believes the Company will have sufficient working capital to achieve these objectives.

6 & 7.2

How will the proceeds raised under the Offer be used by the Company?

Upon completion of the Offer, the primary focus of Secure2Go will be to maximise Shareholder returns through the marketing and further development of the Secure2Go business.The Company intends to use the funds raised from the Offer in accordance with the below:• expenses of the Offer;• inventory;• research and development / product development;• patents, designs and ongoing IP protection;• sales, marketing and distribution;• corporate and administration;• identification of new market opportunities, and supplier

relationships; and• working capital.

7.2

What is the Company’s historical financial performance?

The Company is an early stage technology company with a limited trading history. The Company has incurred losses since its inception while investing in the research and development required to build its technology and products.

9




Does the Company currently make a profit?

No, the Company is currently making a loss. 9

What is the Offer? The Offer is an initial public offering of 13,333,334 Shares at an Offer Price of A$0.30 per Share to raise A$4,000,000 of total proceeds (before associated costs). The Company has the ability to accept oversubscriptions of up to a further A$1,000,000 through the issue of a further 3,333,333 Shares.

5.1 & 5.4

How many shares are currently on issue?

53,000,000 Shares. 7.3




How many shares will be on issue on completion of the Offer?

The capital structure of the Company following completion of the Offer is summarised below1:

Shares2 (Minimum

Subscription)

Shares2 (Assuming full

oversubscriptions)

Options3

Currently on issue 53,000,000 53,000,000 Nil

Lead Manager 500,000 500,000 Nil

IPO Capital Raising 13,333,334 16,666,667 Nil

Convertible Notes4 (conversion on or before 31 December 2016)5

1,391,666 1,391,666 463,888

TOTAL5 68,225,000 71,558,333 463,888

TOTAL (fully diluted)5 68,688,888 72,022,221

Notes: 1 Refer to the Investigating Accountant’s Report set out in Section 9 for further

details.2 The rights attaching to the Shares are summarised in Section 13.2.3 Each Option has an exercise price of $0.30 and expires 3 years from the date

of issue. Full terms and conditions of the Options are set out in Section 13.3.4 The Convertible Notes automatically convert into Shares and Options upon

the Company receiving a conditional approval letter to list on the ASX, and the Board being satisfied that the Company can meet each condition as outlined in the conditional approval letter. A summary of the terms and conditions relating to the Convertible Notes is set out at Section 13.4.

5 In the event the Convertible Notes convert after 31 December 2016 an additional 691,667 Shares and 577,778 Options will be issued increasing the total Shares on issue to 68,916,667 (assuming the minimum subscription is raised) or 72,250,000 (assuming the full subscription) and the total Options on issue to 1,041,666. The total Shares on a fully diluted basis would be 69,958,333 (assuming the minimum subscription is raised) or 73,291,666 (assuming the full subscription).

7.3

What is the Offer Price?

$0.30 per Share 5.1





What will the market capitalisation of the Company be upon listing on the ASX (on an undiluted basis)?

Minimum Subscription*

Assuming full oversubscriptions*

A$20,467,5001 A$21,467,5001

Minimum Subscription*

Assuming full oversubscriptions*

A$20,675,0002 A$21,675,0002

(*calculated at the issue price per Share under the Offer of $0.30)Notes: 1 Assumes the Convertible Notes convert into Shares and

Options on or before 31 December 2016.2 Assumes the Convertible Notes convert into Shares and

Options post 31 December 2016. The Convertible Notes automatically convert into Shares and Options upon the Company receiving a conditional approval letter to list on the ASX, and the Board being satisfied that the Company can meet each condition as outlined in the conditional approval letter. A summary of the terms and conditions relating to the Convertible Notes is set out at Section 13.4.

7.3

How do I apply for Shares?

You may apply for Shares by completing an Application Form (attached to or accompanying the Prospectus) or by applying via www.onmarketbookbuilds.com.au or via the OnMarket app.

5.6

What is the minimum number of Shares I can apply for?

Applications for Shares must be for a minimum of 7,000 Shares (A$2,100.00) and thereafter in multiples of 1,000 Shares (A$300.00) and payment for the Shares must be made in full at the offer price of A$0.30 per Share.

5.6

Is the Offer underwritten?

No, the Offer is not underwritten. 5.10

Is there a Lead Manager for the Offer?

Yes, Lodge Corporate Pty Ltd are the Lead Managers to the Offer.

5.11 & 12.1

Will I be guaranteed a minimum allocation under the Offer?

The Company is not in a position to guarantee a minimum allocation of Shares under the Offer.

5.6



What is the allocation policy?

The allocation of Shares amongst applicants will be determined by the Lead Manager, in consultation with the Company.

5.8

Will any Shares be subject to escrow?

Subject to the Company complying with Chapters 1 and 2 of the ASX Listing Rules and completing the Offer, certain existing Shares on issue may be classified by ASX as restricted securities and will be required to be held in escrow for up to 24 months from the date of Official Quotation.During the period in which these Shares are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares in a timely manner. The Company will announce to the ASX full details (quantity and duration) of the Shares required to be held in escrow prior to the Shares commencing trading on ASX.

7.5

Who are the Directors of Secure2Go?

Director

Wesley Lawrence Paul Hardie

Kathal Spence

PositionExecutive Director & Chief Executive OfficerNon-Executive Director & ChairmanNon-Executive Director

7.8 & 7.13

Who are the key Management in Secure2Go?

ManagerWesley LawrenceJack HammPaul Stenton

PositionChief Executive OfficerChief Financial OfficerBusiness Development Manager

7.8 & 7.13

What are the significant interests of Directors?

DirectorWesley LawrencePaul HardieKathal Spence

Shares6,654,833170,000 32,980,000

7.4 & 7.12

Are the Directors participating in the offer?

The Directors do not intend to participate in the Offer.




What significant benefits are payable to Directors of the Company?

Director

Wesley LawrencePaul Hardie1

Kathal Spence2

Proposed Remuneration 30 June 2017 (Incl Superannuation)A$238,053.00A$27,270.003

A$27,270.003

7.12

Note 1 As at the date of this Prospectus, Hardies Lawyers, an entity

associated with Paul Hardie, is owed legal fees amounting to $13,238.50 (incl GST). The Company anticipates that these fees will be paid following completion of the Offer.

2 As at the date of this Prospectus, Endeavour Securities Pty Ltd, an entity associated with Kathal Spence, is owed fees amounting to $26,232.80 (inc GST) for accounting and corporate advisory fees. The Company anticipates that these fees will be paid following completion of the Offer.

3 These amounts are calculated on the basis of an annual salary of $32,850 (inclusive of superannuation) which accrues from 1 September 2016 until the date the Company successfully lists on the ASX. Following the successful listing of the Company on the ASX the ongoing non-executive director’s fees will be paid monthly in arrears.




Related party agreements and benefits

Related Party Details of agreements and benefits

Wesley Lawrence • $322,019.24 owed pursuant to the Related Party Loans (Section 7.14.2(a));

• $2,367 per month pursuant to the Commercial Sub-Lease Agreement (Section 7.14.2(b)); and

• $499 per month pursuant to the Radio Edge Agreement (Section 7.14.2(d)).

Kathal Spence • Approximately $20,000 to $30,000 pursuant to the Endeavour Agreement (Section 7.14.3(a)).

Paul Hardie • Is owed legal fees amounting to $13,238.50 via a legal firm (Hardies Lawyers Pty Ltd) in which he is a Director (Section 7.12).

7.14

What is the key financial information for the Company?

For details on the financial information of the Company please refer to the Investigating Accountant’s Report at Section 9.

7 & 9

How will the Company fund its activities?

The funding for the Company’s activities over the next two years will be generated from a combination of the money raised under the Offer, existing cash reserves, and revenues generated from business activities.

7.2

Has the Company included forecast financial information in respect of its business?

No. The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain.

13.12




Is there any brokerage, commission or duty payable by applicants?

No brokerage, commission or duty is payable by applicants on the acquisition of Shares under the Offer. However, the Company will pay a 6% fee to Lodge Corporate Pty Ltd on the total amount raised by Lodge Corporate Pty Ltd in relation to the Offer pursuant to the Mandate.

12.1

What are the tax implications of making an investment in the Company?

The tax consequences of any investment in the Shares will depend upon an investor’s particular circumstances. Applicants should obtain their own tax advice prior to deciding whether to invest.

7.6

When will I receive dividends?

The Company anticipates that significant expenditure will be incurred in the evaluation and development of its projects. These activities are expected to dominate the two-year period following the date of this Prospectus. Accordingly, the Company does not expect to declare any dividends during that period.

7.7 & 13.2(c)

Will the Company’s securities be quoted?

Application for quotation of all the Company’s Shares (including those to be issued under the Offer) will be made to ASX no later than 7 days after the date of this Prospectus.If the Shares are not admitted to Official Quotation by ASX before the expiration of 3 months after the date of this Prospectus, or such period as varied by the ASIC, the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

5.7

Are there any conditions to the Offer

No, other than a minimum subscription of $4,000,000. 5.5

How can I obtain further information?

By speaking to your sharebroker, accountant, solicitor or another independent professional adviser.By contacting the Company Secretary.By contacting the Lead Manager.

1.9 & 13

Can the offer be withdrawn?

Yes. Secure2Go reserve the right to withdraw the Offer at any time before the issue of Shares to successful applicants under the Offer. If the Offer, or any part of it, does not proceed, all relevant Application Monies will be refunded (without interest) in accordance with the requirements of the Corporations Act.

5.8




TITLE05

DETAILS OF THE OFFER


5.1 OFFERSThe Offers under this Prospectus consist of the Offer and the Noteholder Offer (refer to section 5.3 below for details of the Noteholder Offer).

5.2 THE OFFERPursuant to this Prospectus, the Company is inviting applications under the Offer for 13,333,334 Shares at an issue price of A$0.30 per Share to raise A$4,000,000 (Offer).The Shares offered under this Prospectus will rank equally with the existing Shares on issue. A summary of the material rights and liabilities attaching to the Shares is set out in Section 13.2.

5.3 NOTEHOLDER OFFERThe Noteholder Offer consists of the offer of either: a. 1,391,666 Shares and

463,888 Conversion Options (in the event that the Convertible Notes convert on or before 31 December 2016); or

b. 2,083,333 Shares and 1,041,666 Conversion Options (in the event that the Convertible Notes convert after 31 December 2016),

to Jetan Pty Ltd. Accordingly, only Jetan Pty Ltd may accept the Noteholder Offer. A personalised Noteholder Application Form in relation to the Noteholder Offer will be issued to Jetan Pty Ltd together with a copy of this Prospectus.The Noteholder Application Form must be returned to the Company no later than the Noteholder Offer Closing Date.

These Shares and Conversion Options will be issued in satisfaction of the Company’s obligations under the Convertible Note Deed and is conditional upon conversion of the Convertible Notes. The Convertible Notes automatically convert into Shares and Options upon the Company receiving a conditional approval letter to list on the ASX, and the Board being satisfied that the Company can meet each condition as outlined in the conditional approval letter. A summary of the terms and conditions relating to the Convertible Notes is set out at Section 13.4.The primary purpose of the Noteholder Offer is to remove the need for additional disclosure upon the issue of Shares following the exercise of the Conversion Options or the on-sale of any of the Shares issued pursuant to the Noteholder Offer.

5.4 OVERSUBSCRIPTIONSThe Company will accept oversubscriptions of up to a further 3,333,333 Shares to raise up to an additional A$1,000,000. Please note, if in fact there is excessive demand under the Offer, the Company may decide to accept further subscriptions above this amount, however the Company will ensure that it notifies applicants in advance and provide any supplementary disclosure required should this eventuate.

5.5 MINIMUM SUBSCRIPTIONThe Offer is subject to a minimum subscription of 13,333,334 Shares to raise at least A$4,000,000 (Minimum Subscription). If the Minimum Subscription has not been raised within 4 months after the date of this Prospectus, the Company will not issue any Shares and will repay all Application monies for the Shares applied for under the Offer within the timeframe prescribed under the Corporations Act, without interest.

5.6 APPLICATIONSApplications for Shares under the Offer must be made using either: a. the Application Form

attached to or accompanying the Prospectus. The Application Form contains detailed instructions on how it is to be completed; or

b. through OnMarket, which you can access via www.onmarketbookbuilds.com.au or via the OnMarket App (download in the App Store or Google play) by filling in your details in the Investment profile section, and completing and submitting the electronic application form available there.

Applications for Shares must be for a minimum of 7,000 Shares (A$2,100.00) and thereafter in multiples of 1,000 Shares (A$300.00) and payment for the Shares must be made in full at the issue price of A$0.30 per Share.The Company reserves the right to close the Offer early.

0.5 DETAILS OF THE OFFER

05. DETAILS OF THE OFFER



5.6.1 Application via an Application FormCompleted Application Forms and accompanying cheques, made payable to “Secure2Go Group Ltd” and crossed “Not Negotiable”, must be mailed or delivered to the address set out on the Application Form (so they are received by no later than the Closing Date).

5.6.2 Applications via OnMarketIf you have a broker and would like the Shares to be allocated to your broking account, please provide your Holder Identification Number (HIN) and make sure the details are the same as they appear on your CHESS statement. If you do not have a broker, you can bid into the Offer via OnMarket and you will be issued with a Shareholder Reference Number (SRN).Go to the ‘Offers’ panel on the OnMarket website or app, select ‘Bid’ and agree to the Terms of the Offer. Enter the value of Shares that you wish to apply for. You will then be required to confirm your bid. You may then pay for the Shares via BPay or Payment Express. Once your payment is cleared, the application is complete.If you are applying OnMarket, it is your responsibility to ensure that your BPay or Payment Express payment is received by OnMarket by no later than 5.00pm on the Closing Date. You should be aware that your financial institution may impose earlier cut-off times with regard to electronic payment and you should therefore take this into

consideration, when making payment.

5.7 ASX LISTINGApplication for Official Quotation by ASX of the Shares offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus.If the Shares are not admitted to Official Quotation by ASX before the expiration of 3 months after the date of issue of this Prospectus, or such period as varied by the ASIC, the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.The fact that ASX may grant Official Quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Shares now offered for subscription.

5.8 ISSUESubject to the minimum subscription to the Offer being reached and ASX granting conditional approval for the Company to be admitted to the Official List, issue of the Shares offered by this Prospectus will take place as soon as practicable after the Closing Date. Pending the issue of the Shares or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company in trust for the applicants in a separate bank account as required by the Corporations Act. The

Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.The Directors, in conjunction with Lodge Corporate Pty Ltd, will determine the recipients of the issued Shares in their sole discretion. The Directors reserve the right to reject any application or to allocate any applicant fewer Shares than the number applied for. Where the number of Shares issued is less than the number applied for, or where no issue is made, surplus application monies will be refunded without any interest to the Applicant as soon as practicable after the Closing Date.

5.9 APPLICANTS OUTSIDE AUSTRALIAThis Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction, or to any person to whom it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia, Hong Kong, or New Zealand may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.No action has been taken to register or qualify the Shares or otherwise permit a public offering of the Shares the subject of this Prospectus in any jurisdiction outside Australia, Hong Kong, or New Zealand.



Applicants who are resident in countries other than Australia, Hong Kong, or New Zealand should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.Where this Prospectus has been dispatched to persons in jurisdictions outside of Australia, Hong Kong, or New Zealand in which the securities legislation or regulation requires registration or any analogous treatment, this Prospectus is provided for information purposes only. Other than Australia, Hong Kong, or New Zealand, this Prospectus has not been and will not be registered under any such legislation or regulation or in any such jurisdiction. HONG KONGWARNING: The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice. NEW ZEALANDThe Offer to New Zealand investors is a regulated offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act 2001 and Regulations. In New Zealand, this is Part 5 of the Securities Act 1978 and the Securities (Mutual Recognition of Securities Offerings - Australia) Regulations 2008.

The Offer and the content of this Prospectus are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act 2001 and Regulations (Australia) set out how the Offer must be made. There are differences in how securities are regulated under Australian law. For example, the disclosure of fees for collective investment schemes is different under the Australian regime.The rights, remedies, and compensation arrangements available to New Zealand investors in Australian securities may differ from the rights, remedies, and compensation arrangements for New Zealand securities.Both the Australian and New Zealand securities regulators have enforcement responsibilities in relation to this Offer. If you need to make a complaint about an Offer, please contact the Financial Markets Authority, Wellington, New Zealand. The Australian and New Zealand regulators will work together to settle your complaint.The taxation treatment of Australian securities is not the same as for New Zealand securities.If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser.The Offer may involve a currency exchange risk. The currency for the securities is not New Zealand dollars. The value of the securities will go up or down according to changes

in the exchange rate between that currency and New Zealand dollars. These changes may be significant.If you expect the securities to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars.If the securities are able to be traded on a securities market and you wish to trade the securities through that market, you will have to make arrangements for a participant in that market to sell the securities on your behalf. If the securities market does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the securities and trading may differ from securities markets that operate in New Zealand.



5.10 UNDERWRITINGThe Offer is not underwritten.

5.11 LEAD MANAGERThe Company has entered into a mandate letter with Lodge Corporate Pty Ltd (Lodge Corporate) pursuant to which Lodge Corporate has agreed to act as the exclusive corporate advisor in relation to the Offer and the Company’s listing on the ASX, and as the Company’s ongoing corporate advisor.A summary of the material terms of the mandate letter is set out at Section 12.1.



BUSINESS OVERVIEW06


06. BUSINESS OVERVIEW

6.1 BACKGROUNDThe Company is an unlisted Australian public company and was incorporated on 29 April 2016. The Company has one wholly owned subsidiary, being Secure2Go Pty Ltd (ACN 602 479 845) (together the Group), which was incorporated on 23 October 2014, and is the holder of the Secure2Go technology. The Group operates as an industrial solutions provider based in Perth, Western Australia. Secure2Go’s product solutions utilise its enterprise-grade platform architecture designed specifically for monitoring and managing remote based assets in real time for corporate, government and individual end-users.The Company’s integrated platform is proprietary built and has been developed over a six-year period. The platform is multi-layered and comprises remote asset hardware and firmware; which is connected to a communications platform, allowing an end user to monitor and manage the remote based asset.

6.2 HISTORY OF SECURE2GO TECHNOLOGYThe technology behind Secure2Go’s assets is the result of multiple iterations and advancements, over numerous years. The technology was initially incubated by Secure Watch Pty Ltd (Secure Watch), where a single server was developed for a single product. This server and product was then acquired by Secure2Go Pty Ltd in October 2014. After advancements in the industry, it soon became evident that

the single server and watch purchased from Secure Watch would eventually become obsolete in its current format. To effectively compete within the marketplace, the technology would need to deliver additional applications to meet customer demands. In response to this, Secure2Go commenced in-house development of a scalable communications platform that would allow multiple communicative devices to connect and communicate with the platform and each other to deliver customisable outcomes. This led to the development of the Secure2Go Connectivity Devices and Communications Platform which are in operation today.

6.3 INDUSTRY OVERVIEW6.3.1 What is remote asset monitoring and management and why is it important?The Internet of Things (IoT) movement has led to the ability for assets to be monitored at all times through the use of location technologies, like GPS, and other sensory inputs, via electronics devices installed on the assets and utilising cellular data or other connectivity networks to track the assets. This process has been labelled remote asset monitoring and management and this concept is gaining in importance for companies and individuals alike in aiding with proactive maintenance, early detection of problems with assets, theft prevention and safety and security for people and assets. This allows problems to be addressed immediately, in real time, ensuring the issues do not escalate or cause longer lasting problems.

6.3.2 Current solutions in the market The asset management industry is undergoing significant technological change due to the IoT movement, which started with the introduction of telemetry systems and is now accelerated through broader industrial IoT applications. Telemetry involves the networking of remote assets to a central system for monitoring. Data from the field asset is automatically transferred using a tracking device over a cellular network to a back end IT infrastructure. The asset is able to be monitored remotely using a device and user interface. Telemetry has traditionally been the domain of industrial automobiles and computer hardware.Other IoT solutions in the market are limited in number and typically employ a singular approach to hardware, communications and messaging that leads to an outcome of one to one interaction between the device and user interface. The product will be able to alert its user when a problem arises with the asset, however it will be unable to relay a communication message back to the asset in order to generate a solution to the issue at hand. Current solutions in telemetry or IoT predominantly utilise a single connectivity method and, where this method is cellular, will utilise a SIM technology that is linked to only a single service provider. In times of movement of the asset and when in marginal coverage areas using only a single connectivity method and single service provider will limit the network coverage hindering




the accuracy of asset monitoring and management.Two way bi-lateral communication is not new to telemetry technology as evidenced in industrial automobile and computer hardware applications, however, it along with utilising multiple connectivity methods, has yet to enter industrial IoT solutions more broadly and is regarded as the next steps to better support the monitoring and management of assets.

6.4 SECURE2GO’S PLATFORM AND SOLUTIONSSecure2Go’s integrated platform is propriety built and has been developed over a six-year period. The platform is multi-layered and comprises of remote asset hardware and firmware (i.e, the Secure2Go product hardware) (Connectivity Devices) which is connected to a communications platform (i.e., the Secure2Go product software and apps) (Communications Platform), allowing an end user to monitor and manage the remote based asset. The Connectivity Devices and the Communications Platform for each of the Market-Ready Solutions: a. have been commercially tested with

prospective clients; b. are in a form that can be immediately sold /

“Leased” to customers; and c. have the ability to generate immediate

revenues.Secure2Go’s technology utilises unique Radio Frequency (RF) communication methodologies and protocols which facilitates asset data and commands to be communicated concurrently in real time. This bi-directional communication is between the Connectivity Devices and the Communications Platform Services that Secure2Go has developed enabling, among other things, solution messages to be relayed back to the asset if further action or management is required. Secure2Go’s cellular data connectivity contains multi-network accessibility (around 400 worldwide) meaning its solutions are able to connect with the strongest available network regardless of the network service provider. This provides the most stable connection and communication coverage for the Connectivity Device regardless of the asset being in a remote location or in transit.

Secure2Go’s Communication Platform Services underpins its current hardware technology which includes wearables that trigger alerts in the case of emergencies through to the Connectivity Devices that can be utilized to find and manage a user’s mobile assets that may be lost, stolen or damaged. Secure2Go has four current products at the commercialisation stage of their development: SECUREboat, SECUREdrive, SECUREwatch and SECUREasset. The key differentiators between the Company’s products and those of its competitors are:a. the ability to establish specific asset monitoring

(input/output) protocols; b. design of specific alert parameters – one-off

or escalating (when issue is not resolved or worsens); and

c. remote asset management functionality – ability to send specific operational instructions back to the asset (bidirectional).



ASSET TYPE

Boat Car OH&S (person)

Asset (other)

Device Hardware / Firmware (located on Asset)

Radio Frequency (RF) Communication (data collection & transfer)

Communications Platform (bi-directional monitoring and management of critical asset data)

Gateway(manages traffic and

communications protocol)

Engine(intelligent logic function and

data processing)

Web Services(supports and facilitates user

interface)

Multiple End User Interface (SMS, Mobile App, Desktop)

Secure2Go utilises enterprise-grade device and RF communications protocols, combined with the logic process contained in its proprietary communications platform engine enabling:• the ability to establish specific asset monitoring (input/output) protocols;• design of specific alert parameters – one-off or escalating (when issue is

not resolved or worsens);• remote asset management functionality – ability to send specific

operational instructions back to the asset (bidirectional).Designed in a highly scalable MSA environment able to process 100,000 concurrent device messages at any point in time.

Bidirectional monitoring and management of critical assets in the field

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Secure2Go’s platform is extremely versatile and has the capability to adapt to almost any hardware type, communications method and messaging protocol. The result is that virtually any remote asset device can be added to the platform to be viewed and managed in any or all of the user interfaces.

In summary, Secure2Go’s technology platform is flexible, adaptable, scalable, innovative and cost effective with the ability to meet compelling price points in most markets.On the back of these principals the platform is evolved from a solution in and of itself to a solution generator.

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6.4.2 Remote Asset HardwareSecure2Go’s hardware technology includes wearables that trigger an alert in the case of an emergency through to discrete Connectivity Devices that are utilized to find a user’s mobile assets if they are lost or stolen. The hardware incorporates long-life batteries, GPS and other location technologies, and numerous sensory inputs and outputs.The company’s current portfolio of market ready solutions incorporate a number of different types of printed circuit board assembly (PCBA) hardware and multiple configurations, and its product development pipeline incorporates many more. Each solution is created through a combination of components and firmware controls to achieve the desired result. Some solutions are created for extended battery life (up to 3 years in some scenarios for SECUREdrive), in others it will be independence of device (SECUREasset) or utilising a combination of communication methods to expand the sensory input and output capacity at a device level (SECUREboat, SECUREwatch). Each of these innovations makes the system highly adaptive and flexible, allowing it to be fit for purpose.

6.4.3 Radio Frequency (RF) CommunicationSecure2Go has a rich heritage in working with data communications over RF, with some members of the team having worked with data over VHF/UHF before the development of mobile phones and participated in the overseeing of the centralising of courier dispatch systems via the technology transition from trunk dialling (analogue) to GSM (digital) in the cellular network.Utilising RF communication in its platform Secure2Go will enable critical asset data and commands to be communicated concurrently in real time. Bi-directional communication between remote asset hardware and the communications platform occurs using a combination of multi-network cellular and other RF technologies.Cellular network data meets the Secure2Go’s requirements for being scalable and reliable. Secure2Go’s innovation is to utilise a combination of single and multi-network cellular network connectivity, and to combine it with other unique RF technologies like Lo-Ra, Wi-Fi HaLow and BLE to generate outcomes that are flexible and adaptable to solution requirements.

6.4.4 Communications Platform Secure2Go’s cloud based layered Communications Platform, developed over a six-year period, processes the data received from the connected devices, and delivers the required output to users via their chosen user interfaces or applications. Utilising microservice architecture (MSA) it is made up of separate software services all operating seamlessly within one cloud environment.



MSA is a method of developing software applications as a suite of independently deployable, small, modular services in which each service runs a unique process and communicates through a well-defined, lightweight mechanism to serve a business goal.The Secure2Go Communications Platform is made up of over 20 separate software services but with three major structural components: a. an engine that processes the required logic

commands and pumps communications data throughout the system (Engine);

b. a gateway that acts as the interpreter between the remote asset hardware and the Engine and facilitate bi-directional concurrent messaging to and from the device (Gateway); and

c. web services that enables real time viewing and control of the remote assets through a combination of smart phone applications, web applications and third-party software integrations (Web Services).

A single instance of the Engine has shown capacity to handle over 100,000 concurrent device messages at any point in time. With the ability for the system to create multiple instances of the Engine based on demand it presents a high level of scalability. MSA provides competitive advantages in speed of implementation, adaptability and scalability at the point of demand. For example if the system is managing a large number of car yard devices, and therefore a larger number of connections the MSA facilitates the ability for the system to simply spin up additional instances of the car yard device Gateways to manage demand, and to scale back when demand is reduced.

6.4.5 Secure2Go Product SolutionsSecure2Go’s product solutions have been designed and developed based on its unique Connectivity Devices and Communications Platform. Each product solution has been developed and commercially beta tested with the support of key opinion leader (KOL) commercial partners in each industry segment. Consistent with its corporate strategy this covers distributors, manufacturers, resellers as well as end-user corporate customers.The Connectivity Devices are specialised, tailored and adapted to suit the particular requirements of each case. Communications are facilitated through the layered bi-directional Communications Platform. Smart phone applications, web applications and third-party software integrations are developed and adapted based on user requirements. The outcome of this process is a series of market-ready product solutions that are flexible, adaptable, scalable and innovative in their respective markets. The Company is in discussions with potential customers around these solutions, and has commenced pilot programs in several circumstances. Secure2Go currently undertakes development, proof of concept, design, trialling and prototyping work in-house in Australia. Volume component aggregation and assembly using key contract manufacturers in China, South Korea and USA.The Directors believe Secure2Go’s key strength is that its Connectivity Devices and Communications Platform can be easily adapted to suit specific user requirements. Secure2Go works directly with each industry to establish a viable need within the market. Once identified, the Company then works with the customer to develop a solution concept that addresses the need(s).



Establish viable demand within

the market

Development of solution concept

Proof of concept

Trial of product

Industry advice and feedback

Minimum viable

product point

Product development timeline process for each product

This approach means the Company’s products are scalable and transportable across multiple industries, providing multiple growth channels.

The Company’s market-ready solutions include: SECUREboat; SECUREdrive; SECUREwatch and SilentSignal; and SECUREasset (together the Market-Ready Solutions). Each of the Market-Ready Solutions are discussed in greater details below. Other solutions in the Company’s suite are currently in varying stages of development (see illustration below).



6.5 SECURE2GO’S PRODUCTS

6.5.1 SECUREBOATUsing state of the art technology, SECUREboat keeps boat owners in constant touch with their vessel via their mobile phone. The system includes not only full time monitoring of the vessels location but also provides owners with early warning signals and real time updates of, for example, excess water intake on the boat which will cause the bilge pump to run overtime and the batteries to be drained leading to a flooding of the boat. Key SECUREboat product benefits include:a. geofence – advises of boat movements:

(i) breaks mooring;(ii) boat stolen; and(iii) dragging anchor;

b. low battery alert;c. shore power disconnection alert;d. bilge pump activation;e. APP available for iPhone and Android;f. self-monitored or 24/7 monitoring centre; andg. SMS message distributed to multiple recipients.The SECUREboat product is currently being promoted to global manufacturers and dealerships, where ideally the product will be installed during the manufacturing process. The products can be white labelled and branded according to the customers’ specifications.

SECUREboat MarketplaceDomestically, as of July 2016, there were approximately 850,000 registered boats in Australia and innumerable small craft and paddlecraft that don’t require registration. However, in the U.S. there were approximately 11.87 million registered vessels in 2015, and there were approximately 6 million boats in European waters in 2010.

With over 500,000 boats built amongst 1125 boat builders in the USA, and more than 50,000 boats built across more than 2000 builders throughout Europe in 2010, Australia, Europe and the USA are the Company’s preferred target markets for the SECUREboat product. Within these markets, the Company is targeting those manufacturers who produce boats priced between A$150,000 and A$3,000,000 and between 30 to 60 foot in size. SECUREboat Growth OpportunitiesThe Company’s initial work with boat manufacturers and distributors sees its SECUREboat product being offered as an optional inclusion to all newly built boats they produce. Ultimately, and as the result of certain milestones being met, the Company’s aim is for SECUREboat to become a standard feature install in all new releases. In addition to this, and with the evolution of the product, the Company also aims to be able to target the existing retail market with the offer of a self-install retro-fit product.

~850,000 Recreational

Boats in Australia

~11.8 million

registered boats in

USA

~6 million boats in Europe



6.5.2 SECUREDRIVESSecure2Go’s SECUREdrive product has been designed to assist car dealers with their fleet management and sales. The solution is easy to use, is reusable and enables dealers and car rental businesses to quickly and easily locate and manage specific vehicles within their depot or yard, helping the dealer to save valuable time and money and improve speed of sale. Key SECUREdrive product benefits include:a. easy-fit device with no wiring and no vehicle

battery drain;b. no installation or removal costs;c. independent battery;d. location updates can be integrated into existing

fleet management software;e. reusable - easily transferred from one vehicle to

another;f. reduce staff time inefficiencies;g. faster sales process - locate the car for sale

more quickly to assist in the sales process; andh. easy to use App to operate device from

desktop or smartphone.The Company has completed commercial trials of SECUREdrive with a domestic car dealership, who has expressed a very strong interest in the solution.

SECUREdrive MarketplaceWith more than 1.1 million new vehicle sales annually (as at August 2016), across more than 7,000 car dealers listed in Australia (as of January 2016), Australian car dealers are the Company’s primary target market for the SECUREdrive product.

Another significant domestic target market for the Company’s SECUREdrive product is the more than 2,000 passenger car rental establishments in Australia, each with an average fleet size of 75 to 100 vehicles. Together, these markets offer Secure2Go a multimillion vehicle primary domestic target market. SECUREdrive Growth OpportunitiesAs the Company’s primary target market is the Australian market, its growth opportunities lie in international markets as well as introducing an off the shelf retail product and white labelled product. In the international market, the U.S.A. and Europe will be the Company’s key focus, initially targeting dealerships and fleet managers. Statistically, in the U.S.A., as of January 2016, there were more than 4.7 million cars, and 4.8 million trucks in service in commercial and government fleets across the country. As for dealerships, in Europe there were 12.6 million new passenger vehicle registrations in 2015. Each of these markets alone offer huge potential for Secure2Go’s SECUREdrive product. Offering dealerships a white labelled product could lead to profitable turn-overs for Secure2Go, as this would allow the dealers to on-sell the devices installed in their vehicles to their customers. Furthermore, due to this product’s ease of install, offering the product as an off-the-shelf retail product would allow Secure2Go to target the existing car market, where domestically there are 18.3 million vehicles currently registered in Australia. Internationally, it is believed that there are more than 1.2 billion commercial and passenger vehicles in use across the globe.

1.1 Million + Annual New Vehicle Sales

7,000 + Car Dealers

2,000 + Rental/Hire Enterprises



6.5.3 SECUREWATCH AND SILENTSIGNALThe occupational health and safety (OH&S) & Security products provide personal and asset protection, developed to give businesses and families peace of mind and help employers to meet their OH&S and duty of care requirements. SECUREwatch and SilentSignal work together in the form of a simple looking wrist watch, or pendant, which enables the user to discretely send out an alert signal in the event they require assistance. The product is suited to:a. mobile and isolated workers (eg people

and goods transport, security, medical and community support personnel);

b. the elderly living alone;c. (solo sports enthusiasts;d. individuals or organisations seeking extra

support; ande. anyone concerned about safety. Key SECUREwatch and SilentSignal benefits include: a. SOS button for duress alerts – with a live

tracking link sent via SMS to up to 5 nominated contacts in the event of duress activation;

b. voice capability for enhanced security functions;

c. Australian Communications and Media Authority (ACMA) approval;

d. over the air watch programming capabilities;e. extensive battery life; andf. self-monitored or 24/7 monitoring centre.Key industries currently trialling these products include the mining, logistics, government departments, emergency services, and transport and ride sharing industries.

SECUREwatch and SilentSignal MarketplaceTaxi drivers, transport & logistics workers, nursing staff, mine workers, postal workers, social workers, community workers, institution staff, maintenance workers, lab workers, parking attendants, emergency services, and security workers are just a few of the many thousands of people whose activities involve a large percentage of their working time operating in situations without the benefit of interaction with other workers or without supervision. Employers across Australia, including those that act within the above industries, have an obligation to comply with the Occupational Health and Safety Act (2004)(“OHS Act”). This means that establishing safe working conditions for lone workers is no different from organising the safety of other employees. Under regulations of the OHS Act, there is a requirement to have a means of communication in an emergency and a procedure for regular contact if an employee is working alone. This is where SECUREwatch and SilentSignal can assist employers, as the Company’s products are wireless, portable, have a duress alert, and can work in situations where a telephone is not available.Working initially with government departments, miners and emergency service providers, Secure2Go has designed industry focused solutions that can assist the many thousands of remote workers across Australia. SECUREwatch and SilentSignal Growth OpportunitiesAside from Australian demand, international demand is also a growth avenue for Secure2Go. Outside of employer driven growth, there is also potential demand from consumers looking to protect their family and friends.



6.5.4 SECUREASSETSECUREasset is designed to protect valuable assets and equipment, and is suited to any individual or organisation concerned with the security of their physical property. SECUREasset can be inconspicuously attached or stored with valuable property, equipment, or materials alerting the owner when the asset has been moved from its fixed location. The asset can be tracked down quickly with Secure2Go’s easy to use App, available for iOS and Android devices. Key SECUREasset benefits include:a. easy installation;b. discrete;c. location updates; d. can be integrated into existing asset

management software; ande. easily transferred from one asset to another.

SECUREasset MarketplaceThe market place for the Company’s SECUREasset product is vast, with anything over business card size potentially being able to be protected. Initially, however, a specific focus for the SECUREasset product is the domestic construction and valuable goods transport industries. The device can be discretely attached or stored with any item of value and will alert the owner when the asset has moved from its fixed location or designated route.

SECUREasset Growth OpportunitiesThe theft of plant and equipment from building sites is not just isolated to Australia, it is a significant problem in the construction industry worldwide. In the United Kingdom, it is estimated that the cost of theft of construction plant is around £500 million annually. In the U.S.A, industry experts estimate construction theft results in an annual loss of approximately US$1 billion. As a discrete and easy to install device, both of these destinations offer Secure2Go an attractive market for an off-the-shelf retail SECUREasset product, and will form a key growth focus for the company going forward.



6.6 POTENTIAL REVENUESSecure2Go aims to generate revenues through the sales of its Connectivity Devices and Communications Platform. The Company is aiming to generate revenues from its Market-Ready Solutions in the short-term following the Company’s commercial trials with: a boating manufacturer and dealership (SECUREboat); an automotive dealership (SECUREdrive); and members of the occupational health and safety and security industry (SECUREasset, SECUREwatch, and SilentSignal).The sales cycle within some of the abovementioned industries has a longer lead time than others, however, the Company is aiming to move from initial revenue to volume revenue in the coming year.Secure2Go recently contracted its first ASX top 50 company. Though small, the Company believes that this initial contract has the ability to increase scope and scale.

6.7 BUSINESS MODELSecure2Go’s business model comprises two separate revenue streams for each Market-Ready Solution:a. a Connectivity Device component; andb. a Communication Platform Services

component. The Connectivity Device includes the physical device and the installation costs (installation only applicable to SECUREboat). The Communication Platform Services includes the telecommunication data charges, and Secure2Go’s Communication Platform Service charges. For each Market-Ready Solution, customers have two payment options:c. an outright purchase option (Outright

Purchase), ord. a monthly rental option (Monthly Rental).The Outright Purchase allows the customer to pay for the Connectivity Device and a fixed period of included Communication Platform Services upfront. All Secure2Go Market-Ready Solutions are available for purchase under this model.The Monthly Rental allows the customer to pay for the Connectivity Device monthly.Both payment options mean the customer is locked in to a two-year contract with Secure2Go. Termination fees will apply if a customer chooses to terminate their Monthly Rental contract early. At the conclusion of the initial contract period, customers can:a. upgrade their Connectivity Device and/or

Communication Platform Services by entering into a new Outright Purchase or Monthly Rental contract;

b. continue with their existing Connectivity Device on a monthly Communication Platform Services contract;

c. discontinue the Communication Platform Services, making their Connectivity Device redundant.



6.8 MARKETS AND DISTRIBUTION CHANNELS To utilise existing industry supply chain infrastructure, Secure2Go’s business strategy is to build networks and relationships with key industry distributors, manufacturers and resellers. Secure2Go is also building relationships directly with organisations to provide and implement their solutions at a customised level.

Identification of target industry

Identify distribution

channels and key market messages

Provide support and resources for distributors

Market entry

6.9 COMPETITIONSecure2Go utilises a software and communications ‘engine’ to provide varying outcomes based on programming and product modifications which aim to improve efficiency and lower costs for the Company’s customers. There are an increasing number of retailers that offer fixed solutions for single problems in each targeted market segment. However, Secure2Go’s aim is to operate at a wholesale/manufacturer level, offering tailored solutions to address particular problems for particular industries. So whilst the technology deployed remains relatively constant across the Company’s product suite, the applications and solutions the Company offers can vary greatly. From its discussions with dominant manufacturers and wholesalers within each of the Company’s target sectors, there is currently no one key player offering tailored solutions to these businesses/sectors.

6.10 INTELLECTUAL PROPERTY STRATEGYSecure2Go continues to invest in intellectual property to protect its proprietary technology through a combination of domestic and international patent applications and trademarks surrounding its core product line. Secure2Go will strive to utilise its industry knowledge and expertise of the specific needs of their targeted verticals in the attempt to provide innovative solutions to its target markets.The Company has filed an international patent application (being International PCT Application No. PCT/AU2016/051036) and a number of trademark applications in relation to its existing intellectual property. Full details are set out in the Intellectual Property Report at Section 10 of this Prospectus.



COMPANY OVERVIEW07


7.1 FINANCIAL INFORMATIONFor details on the financial information of the Company please refer to the Investigating Accountant’s Report at Section 9.

7.2 USE OF FUNDSThe Company intends to apply funds raised from the Offer over the first two years following admission of the Company to the Official List of ASX as follows:

07. COMPANY OVERVIEW


Minimum Subscription (A$4,000,000)

Assuming full oversubscriptions of an additional $1,000,000

(A$5,000,000)

Funds raised from the Offer

$4,000,000 100% $5,000,000 100%

Total $4,000,000 100% $5,000,000 100%

Allocation of funds $ % $ %

Expenses of the Offer 2 $430,000 11% $500,000 10%

R&D / Product Development

$500,000 12.5% $800,000 16%

Patents, designs and ongoing IP protection

$100,000 2.5% $100,000 2%

Corporate executive & administration

$500,000 12.5% $500,000 10%

Sales, Marketing & distribution

$500,000 12.5% $600,000 12%

Identification of new markets, opportunities & supplier relationships

$800,000 20% $1,000,000 20%

Inventory 4 $800,000 20% $1,000,000 20%

Working Capital 3 $370,000 9% $500,000 10%

Total $4,000,000 100% $5,000,000 100%

Notes: 1 Refer to the Investigating Accountant’s Report set out in Section 9 for further details. 2 Refer to Section 13.9 for further details.3 Working capital is unallocated funds that are intended to be applied towards new business ventures

and unanticipated expenses.4 Sales of SECUREdrive on a rental program will require the business to hold inventory to meet forward

rentals. There will also be stock required to meet forward sales of the other Secure2Go hardware for the products of SECUREboat, SECUREwatch and SECUREasset.



In the event the Company raises more than the minimum subscription of $4,000,000, the additional funds raised will be first applied towards increasing the Company’s inventory levels, identification of new markets, sales & marketing and research & development. On completion of the Offer, the Board believes our Company will have sufficient working capital to achieve these objectives.The above table is a statement of current intentions as of the date of this Prospectus. As with any budget, intervening events (including trial success or failure) and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board of Directors reserve the right to alter the way funds are applied on this basis.

7.3 CAPITAL STRUCTUREThe capital structure of the Company following completion of the Offer is summarised below 1:

Shares 2 (Minimum

Subscription)

Shares 2 (Assuming full

oversubscriptions)

Options 3

Currently on issue 53,000,000 53,000,000 Nil

Lead Manager 500,000 500,000 Nil

IPO Capital Raising 13,333,334 16,666,667 Nil

Convertible Notes 4 (conversion on or before 31 December 2016) 5

1,391,666 1,391,666 463,888

TOTAL5 68,225,000 71,558,333 463,888

TOTAL (fully diluted) 5 68,688,888 72,022,221

Notes: 1 Refer to the Investigating Accountant’s Report set out in Section 9 for further details.2 The rights attaching to the Shares are summarised in Section 13.23 Each Option has an exercise price of $0.30 and expires 3 years from the date of issue. Full terms and

conditions of the Options are set out in Section 13.3.4 The Convertible Notes automatically convert into Shares and Options upon the Company receiving a

conditional approval letter to list on the ASX, and the Board being satisfied that the Company can meet each condition as outlined in the conditional approval letter. A summary of the terms and conditions relating to the Convertible Notes is set out at Section 13.4.

5 In the event the Convertible Notes convert after 31 December 2016 an additional 691,667 Shares and 577,778 Options will be issued increasing the total Shares on issue to 68,916,667 (assuming the minimum subscription is raised) or 72,250,000 (assuming the full subscription) and the total Options on issue to 1,041,666. The total Shares on a fully diluted basis would be 69,958,333 (assuming the minimum subscription is raised) or 73,291,666 (assuming the full subscription).



7.4 SUBSTANTIAL SHAREHOLDERSThose Shareholders holding 5% or more of the Shares on issue both as at the date of this Prospectus and on completion of the Offer (assuming minimum and maximum subscription) are set out in the respective tables below.As at the date of the Prospectus

Shareholder Relevant Interest in Shares

%

Kathal Spence 1 32,980,000 62.2%

Wesley Lawrence 2 6,654,833 12.6%

Notes: 1 Director Kathal Spence has a relevant interest in 32,980,000 Shares due to him being the controller of

JJC Capital Group Pty Ltd (22,980,000 Shares) and JJC Capital Pte Ltd (10,000,000 Shares).2 Director Wesley Lawrence has a relevant interest in 6,654,833 Shares due to him being the controller

of Navigate Capital Management Pty Ltd (Navigate Capital Management Pty Ltd <Edge Alpha A/C> (4,098,500 Shares), Navigate Capital Management Pty Ltd <The EC A/C> (125,000 Shares), Navigate Capital Management Pty Ltd <Edge Zeta A/C> (50,000 Shares), Navigate Capital Management Pty Ltd <Edge Theta A/C> (50,000 Shares), Navigate Capital Management Pty Ltd <Edge Delta Nu A/C> (100,000 Shares), controller of Apiarist Super Pty Ltd (200,000 Shares), and in his personal capacity as trustee for the Lawrence Family A/C (2,031,333 Shares).

On completion of the Offer (assuming no existing substantial Shareholder subscribes and receives additional Shares pursuant to the Offer and the Convertible Notes convert on or before 31 December 2016)

Shareholder

Relevant Interest in Shares (Minimum

Subscription)

%Relevant Interest in Shares (including

oversubscriptions)%

Kathal Spence 1 32,980,000 48.3% 32,980,000 46.1%

Wesley Lawrence 2 6,654,833 9.8% 6,654,833 9.3%

Notes: 1 See Note 1 above.2 See Note 2 above.



7.5 RESTRICTED SECURITIESSubject to the Company being admitted to the Official List, certain securities on issue prior to the Offer will be classified by ASX as restricted securities and will be required to be held in escrow for up to 24 months from the date of Official Quotation. During the period in which these securities are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares in a timely manner.The Company will announce to the ASX full details (quantity and duration) of the Shares required to be held in escrow prior to the Shares commencing trading on ASX.

7.6 TAXATIONThe acquisition and disposal of Shares will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

7.7 DIVIDEND POLICYThe Company anticipates that significant expenditure will be incurred in the evaluation and development of its products. These activities are expected to dominate the two-year period following the date of this Prospectus. Accordingly, the Company does not expect to declare any dividends during that period.Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the availability of distributable earnings and operating results and financial conditions of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.

On completion of the Offer (assuming no existing substantial Shareholder subscribes and receives additional Shares pursuant to the Offer and the Convertible Notes convert after 31 December 2016)

Shareholder

Relevant Interest in Shares (Minimum

Subscription)

%Relevant Interest in Shares (including

oversubscriptions)%

Kathal Spence 1 32,980,000 47.9% 32,980,000 45.6%

Wesley Lawrence 2 6,654,833 9.7% 6,654,833 9.2%

Notes: 1 See Note 1 above.2 See Note 2 above.

The Company will announce to the ASX details of its top-20 Shareholders (following completion of the Offer) prior to the Shares commencing trading on ASX.



7.8 KEY PEOPLEa) Board of DirectorsThe Board is comprised of carefully selected individuals whose experience and skill base is commensurate with the requirements and profile of the Company. The Board members comprise:

DIRECTOR EXPERIENCE

Wes has accumulated a diversified commercial experience over the past 15 years including owning, managing and consulting to companies in human service, fast moving consumer goods, marine, industrial, professional services, Information and Communications technology, and technology start-ups. Wes has also acted as the Chief Financial Officer, Financial Controller and Company Secretary of PBF Australia, a not-for-profit organisation for sufferers of spinal cord injuries.Wes has a Bachelor of Arts from the University of Notre Dame, and a Master of Accounting from Curtin University.Wesley Lawrence

CEO & Executive Director

Paul is a corporate and commercial lawyer with over 18 years’ experience specialising in capital markets and corporate advisory work. He acts mainly for Perth based companies and their directors in the SME and ASX microcap sector across various industries, including mining and resources, technology, and property and construction. Mr Hardie is also an experienced public company director having acted as Chairman and as a Non-Executive Director of numerous ASX listed entities since 2001(including Centralian Minerals Ltd, Cougar Metals NL, CTI Communications Ltd, Emerald Capital Ltd, Emmerson Resources Ltd, and Indago Resources Ltd). Mr Hardie is admitted as a practitioner of the Supreme Court of Western Australia and the High Court of Australia, holds a Bachelor of Laws from Murdoch University and a Bachelor of Economics from the University of Western Australia.

Paul HardieNon - Executive Director & Chairman

Kathal is qualified as a Chartered Accountant and Managing Partner of DFK PA Partners Pty Ltd Chartered Accountants. Kathal has a Bachelor of Business from Curtin University (Law and accounting), and a Post Graduate Diploma from Curtin University (Technological Entrepreneurship). Kathal is currently Chairman of various entities including Finance House Group Pty Ltd, a national mortgage broking business, and The Franchise Warehouse Pty Ltd which has interests in the Zambrero’ and Cold Rock quick services restaurants in Western Australia and Tasmania. Previously he was a director of Mobilarm Ltd (ASX:MBO). Kathal is also keen supporter of a number of charities including Make A wish and David Pocock’s 80/20 Vision charity.

Kathal SpenceNon-Executive Director



b) Senior ManagementIn addition to the Directors, Senior Management comprises the following people:

MANAGER EXPERIENCE

Jack has a diversified background of more than 20 years working for large international firms including HWE Mining and Leighton Contractors (ASX:LEI). He was recently the Treasury Manager at Leighton Contractors, Western Australia, turning over more A$2 billion and responsible for multi-million dollar financial transactions, banking arrangements, financial forecasts, cash management, foreign exchange, risk management and funding arrangements. He is also a keen wind surfer in his spare time.Jack has a Bachelor of Arts in Economics from the University of California in Santa Barbara from 1981, and a Master of Business Administration from California State University at Long Beach.

Jack HammChief Financial Officer

Paul has worked in the marine industry for over 15 years. After college he joined the luxury US boat builder Cruisers Yachts as a Regional and then International Sales Manager. He then moved to Australia to become General Manager for Endeavour Boat Sales, which he helped establish as the largest International dealer for Cruisers Yachts for several years. In 2012 he started Getaway Marine, which continues as the importer for Cruisers Yachts and also has a brokerage division. In addition to the marine dealership he also helped to start Getaway Outdoors Fremantle; a large camping and fishing store which he part owned and managed.Paul has a Bachelors of Science from De Montfort University in Leicester, United Kingdom.

Paul StentonBusiness Development Manager



7.9 AVAILABILITY OF DIRECTORSEach Director above has confirmed to the Company that he anticipates being available to perform his duties as a Non-Executive or Executive Director, as the case may be, without constraint from other commitments.

7.10 INDEPENDENCE OF DIRECTORSIn determining whether a Director is “independent”, the Board has adopted the definition of this word in The Corporate Governance Principles and Recommendations (3rd Edition) as published by ASX Corporate Governance Council (Recommendations). Consequently, a Director will be considered “independent” if that Director is free of any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the independent exercise of their judgement. The Board will consider the materiality of any given relationship on a case-by-case basis, with the Board Charter to assist in this regard. The Board considers that Paul Hardie is an independent Director, free from any business or any other relationship that could materially interfere with, or could reasonably be perceived to interfere with, the independent exercise of the Director’s judgement and each is able to fulfil the role of an independent Director for the purposes of the Recommendations.

7.11 CORPORATE GOVERNANCETo the extent applicable, in light of the Company’s size and nature, the Company has adopted the Recommendations.The Company’s main corporate governance policies and practices as at the date of this Prospectus are outlined in Section 11 and the Company’s compliance and departures from the Recommendations are set out in Section 11.In addition, the Company’s full Corporate Governance Plan is available from the Company’s website www.secure2go.com/investor-centre.

7.12 DISCLOSURE OF INTERESTSFor each of the Directors, the proposed annual remuneration (including superannuation) for the financial year following the Company’s admission to the Official List and the actual remuneration (including superannuation if applicable) of the two financial years preceding the date of this Prospectus together with the relevant interest of the Director in the securities of the Company as at the date of this Prospectus is set out in the table below.

Director Remuneration 30 June 2015

Remuneration 30 June 2016

Proposed Remuneration 30 June 2017

Relevant interest in Shares

Wesley Lawrence Nil A$20,000.00 A$238,053.00 6,654,833

Paul Hardie 1 Nil Nil A$27,270.00 3 170,000

Kathal Spence 2 Nil Nil A$27,270.00 3 32,980,000 Notes:

1 As at the date of this Prospectus, Hardies Lawyers, an entity associated with Paul Hardie, is owed legal fees amounting to $13,238.50. The Company anticipates that these fees will be paid following completion of the Offer.

2 As at the date of this Prospectus, Endeavour Securities Pty Ltd, an entity associated with Kathal Spence, is owed fees amounting to $26,232.80 for accounting and corporate advisory fees. The Company anticipates that these fees will be paid following completion of the Offer.

3 These amounts are calculated on the basis of an annual salary of $32,850 (inclusive of superannuation) which accrues from 1 September 2016 until the date the Company successfully lists on the ASX. Following the successful listing of the Company on the ASX the ongoing non-executive director’s fees will be paid monthly in arrears.



7.13 AGREEMENTS WITH THE DIRECTORS AND COMPANY SECRETARY7.13.1 Executive Service AgreementsMr Wesley LawrenceOn the 6th October 2016, the Company and Wesley Lawrence entered into an executive services agreement (Executive Services Agreement) pursuant to which Mr Lawrence was appointed as the Chief Executive Officer of the Company. The key terms and conditions of the Executive Services Agreement are as follows:a. (Term): Mr Lawrence’s employment

commenced on 1 July 2016 and shall continue for a period of two (2) years unless terminated prior;

b. (Remuneration): Mr Lawrence is entitled to a base salary of A$217,400 per annum (plus superannuation) to be reviewed annually. Mr Lawrence is also entitled to be reimbursed for reasonable expenses in relation travel, accommodation and general expenses incurred by Mr Lawrence in the performance of his duties;

c. (Performance Based Bonuses): Mr Lawrence may also be entitled to (subject to the satisfaction of specified milestones) a performance-based cash bonus above the Salary. In addition, Mr Lawrence may be entitled to long-term equity based incentives subject to the satisfaction of certain performance criteria to be determined by the Board;

d. (Termination by the Company with Reason): the Company may at its sole discretion terminate the Executive Services Agreement:i. by giving not less than one (1) months written

notice at any time Mr Lawrence becomes incapacitated for any reason or becomes of unsound mind;

ii. by giving one (1) months written notice if at any time Mr Lawrence, amongst other things, commits any serious or persistent breach of the Executive Services Agreement and that breach is not remedied within 14 days of receiving written notice, or Mr Lawrence commits or becomes guilty of gross misconduct; or

iii. without notice if at any time Mr Lawrence is convicted of a major criminal offence;

e. (Termination by the Company without Reason): the Company may in its sole discretion terminate Mr Lawrence’s employment without reason by giving three (3) months written notice;

f. (Termination by Mr Lawrence): Mr Lawrence may in his sole discretion terminate the Executive Services Agreement as follows:i. if at any time the Company commits any

serious or persistent breach of any provision of the Executive Service Agreement and such breach is not remedied within 28 days of receipt of written notice; or

ii. for any reason by providing three (3) months written notice.

The Executive Services Agreement also contains various other terms and conditions that are considered standard for an agreement of this nature, including those relating to intellectual property and confidentiality.



7.13.2 Non-Executive Appointment Letters Mr Paul Hardie and Mr Kathal Spence On the 27th September 2016, the Company entered into non-executive letters of appointment with Messrs Hardie and Spence (Non-Executive Agreements or Non-Executive Agreement as the context requires) pursuant to which both Messrs Hardie and Spence were appointed as non-executive directors of the Company effective until the Company’s next annual general meeting at which point each director must retire and stand for re-election pursuant to the Company’s Constitution.Mr Hardie will be remunerated A$30,000 per annum (plus superannuation) and Mr Spence will be remunerated A$30,000 per annum (plus superannuation) which will accrue from 1 September 2016 and will only be paid upon successful completion of the Offer. Each director is also entitled to additional payments for devoting special attention to business outside the scope of ordinary duties and is entitled to reasonable expenses properly incurred whilst undertaking their respective duties.Mr Hardie is considered an independent director of the Company.Each Non-Executive Agreement also contains various other terms and conditions that are considered standard for an agreement of this nature, including those relating to termination and vacation of office.

7.13.3 Company Secretarial Services AgreementIan Hobson The Company and Ian Hobson have entered into a management agreement for the provision of company secretarial services to the Company (Company Secretary Agreement).Until otherwise agreed by the parties, Ian Hobson shall receive A$200.00 per hour for the company secretarial services (excluding GST). The Company Secretary Agreement contains various other terms and conditions that are considered standard for an agreement of this nature, including those regarding expenses, confidentiality and termination.

7.13.4 Deeds of indemnity, insurance and accessThe Company has entered into a deed of indemnity, insurance and access with each of its Directors. Under this deed, the Company agrees to indemnify each officer to the extent permitted by the Corporations Act against any liability arising as a result of the officer acting as an officer of the Company. The Company is also required to maintain insurance policies for the benefit of the relevant officer and must also allow the officers to inspect board papers in certain circumstances.



7.14 AGREEMENTS WITH RELATED PARTIES

7.14.1 GeneralThe Company’s policy in respect of related party arrangements is:a. a Director with a material personal interest in

a matter is required to give notice to the other Directors before such a matter is considered by the Board; and

b. for the Board to consider such a matter, the Director who has a material personal interest is not present while the matter is being considered at the meeting and does not vote on the matter.

The Company notes that shareholder approval was not obtained for the Company’s entry into any of these agreements with related parties as the Board (except for those Directors that have a material personal interest in each relevant agreement) considers that each related party agreement is comparable to agreements between parties dealing on an arm’s length basis in similar circumstances.

7.14.2 Wesley Lawrence(a) Related Party LoansAs at the date of this Prospectus, Secure2Go Pty Ltd owes $322,019.24 to various entities associated with Mr Wesley Lawrence as follows:i. $240,019.24 owing to Navigate Business

Services Pty Ltd; ii. $8,000 owing to Apiarist Superannuation Fund;

andiii. $74,000 owing to Apiarist Enterprises Pty Ltd,(together, the Loans).The Loans are interest free and repayable by Secure2Go Pty Ltd on 15 November 2018 unless otherwise agreed by the parties.(b) Commercial Sub-Lease AgreementOn 10 December 2015, Secure2Go Pty Ltd and Navigate Business Services Pty Ltd (ACN 159 838 909) (Navigate), an entity associated with Mr Wesley Lawrence, a director of the Secure2Go Pty Ltd and the Company, (together, the Sub-Tenants)

entered into a commercial sub-lease agreement (Sub-Lease Agreement) pursuant to which Secure2Go Pty Ltd agreed to sub-lease office space located at 96 Hay Street, Subiaco, WA 6008 (Premises) effective from 1 December 2015 (Sub-Lease).Navigate leases the Premises from La Brea Nominees Pty Ltd (ACN 008 816 199) pursuant to a master lease agreement dated 26 November 2015.The Sub-Tenants are required to pay rent of $2,367 per month and the Sub-Lease shall continue for a minimum period of four (4) months with automatic monthly renewals thereafter. The Sub-Lease may be terminated by either party by providing one (1) months’ notice.(c) Sema4 Agreement On 1 April 2016, Secure2Go Pty Ltd and Sema4 Technology Pty Ltd (ACN 611 773 187) (Sema), an entity associated with Wesley Lawrence, a Director, entered into an agreement pursuant to which Secure2Go Pty Ltd engaged Sema for the purposes of developing or acquiring an independent and anonymous location sending and tracking iOS app and corresponding backend software (Sema Agreement). Secure2Go Pty Ltd has agreed to provide Sema with a development and acquisition budget of $20,000 (plus GST) with respect to the iOS app and $20,000 (plus GST) for the backend software. Further, Secure2Go Pty Ltd is responsible for any reasonable out of pocket expenses incurred by Sema. The Sema Agreement has now been completed.(d) Radio Edge AgreementOn 2 June 2016, Secure2Go Pty Ltd and Radio Edge Pty Ltd (ACN 612 451 868) trading as RadioEDGE (RadioEDGE), a company associated with Mr Wesley Lawrence, a director of the Company, entered into an agreement pursuant to which RadioEDGE has agreed to provide the Company with four (4) interviews per month for the purpose of branding, awareness, product promotion and corporate positioning (RadioEDGE Agreement).The interviews will, amongst other things: i. (i) be broadcast across a range of Radio



Edge’s stations, in particular Business EDGE;ii. will be uploaded onto a podcast platform

through iTunes;iii. will provide web links for the Company’s

website and social media platforms to provide additional information;

iv. promote the station and podcast content conducted with the Company on the various web and social media platform operated by RadioEDGE; and

v. provide ownership of all recorded material to the Company.

Secure2Go Pty Ltd has agreed to pay RadioEDGE a fee of $499 (excl GST) per month plus $99 (excl GST) per interview over and above the allocation of four (4) monthly interviews. The RadioEDGE Agreement may be terminated at any time by providing one (1) months’ notice with all outstanding interviews either being utilised or forfeited.(e) Acquisition of Secure2Go Pty LtdOn or about 11 May 2016, the Company, Secure2Go Pty Ltd and the all of the shareholders of Secure2Go Pty Ltd entered into a share sale agreement pursuant to which the Company agreed to acquire 100% of the issued capital in Secure2Go Pty Ltd (Share Sale Agreement). Secure2Go Pty Ltd owns all the intellectual property assets of the Group. The Consideration payable pursuant to the Share Sale Agreement was 5,000,000 Shares and $100,000. Wesley Lawrence and entities associated with Mr Lawrence received consideration of 2,525,000 Shares and $50,500.

7.14.3 Kathal Spence(a) Endeavour Agreement On 15 August 2016, the Company and Endeavour Securities Pty Ltd (ACN 163 875 429) (Endeavour), an entity associated with Kathal Spence, a director of the Company, entered into an agreement pursuant to which the Company engaged Endeavour to provide corporate advisory services in relation to the Offer (Endeavour Agreement). The services to be provided by Endeavour are limited to the drafting of the prospectus in relation to the Offer and the due diligence process.Endeavour’s engagement commenced on 23 May 2016 and commences until the work contemplated by the Endeavour Agreement has been completed, which for the avoidance of doubt ceases upon completion of the Offer. Endeavour has provided an indicative fee range of $20,000 - $30,000 for the services based on the following hourly rates:

Position Rates (Excl GST)

Directors $475 per hour

Senior Staff $200 - $225 per hour

The Endeavour Agreement otherwise contains terms and conditions that are considered standard for an agreement of this nature, including those relating to confidentiality.


RISK FACTORS08


8.1 INTRODUCTIONThe Shares offered under this Prospectus are considered highly speculative. An investment in the Company is not risk free and the Directors strongly recommend potential investors to consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for Shares and to consult their professional advisors before deciding whether to apply for Shares pursuant to this Prospectus. There are specific risks which relate directly to the Company’s business. In addition, there are other general risks, many of which are largely beyond the control of the Company and the Directors. The risks identified in this section, or other risk factors, may have a material impact on the financial performance of the Company and the market price of the Shares. The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

8.2 COMPANY SPECIFIC(a) Limited trading HistorySecure2Go was only recently incorporated and has no operating or trading history and limited historical financial performance. No assurance can be given that the Company will achieve commercial viability. Until the Company is able to realise value from its Market-Ready Solutions, it is likely to incur ongoing operating losses.

(b) Ability to successfully develop and introduce productsSecure2Go’s success depends on its ability to develop products that meet customer demands in a timely and efficient manner. The Company’s products are subject to changing customer preferences which cannot be predicted. Customers could decide not to purchase Secure2Go’s products for multiple reasons, including changing needs or preferences which may be better solved through competing products or technologies. Accordingly, if Secure2Go fails to anticipate, develop and satisfy customer preferences in a timely manner, the Company’s business may be adversely affected. The development of Secure2Go’s products involves complexity and cost, and Secure2Go has several products in development at the same time. Secure2Go could experience delays in completing the development and introduction of its products. Problems in the design or quality of Secure2Go’s products may also have an adverse effect on

Secure2Go’s business, financial condition, and operating results. If product introductions are delayed, or not successful, Secure2Go may not be able to achieve an acceptable return, if any, on its research and development efforts, and Secure2Go’s business may be adversely affected.

(c) Unauthorised replication of technologyOther than Secure2Go’s sole pending patent application (being International PCT Application No. PCT/AU2016/051036), the key intellectual property rights of Secure2Go, being the Connectivity Devices and Communications Platform, are not registered in Australia or overseas. As a consequence, Secure2Go must rely upon a combination of contractual and licence agreements with its employees, consultants, customers and third parties with whom it has relationships, as well as domain names, trade secrets and copyright laws to protect its intellectual property rights and brands. Third parties using Secure2Go’s intellectual property rights without authorisation or developing similar technology independently could adversely affect the Company’s business and operating results. See Section 10 of this Prospectus for further details of the Company’s pending patent application.

(d) Competing technology developed and commercialisedWith increased attention on passive solutions to the Internet of Things (IoT), the

08. RISK FACTORS

08. RISK FACTORS


08. RISK FACTORS

Board believes it is inevitable that alternative products will be developed. The Company intends to minimise the impact of competing products through ongoing research and development that will continue to further develop the existing technologies to ensure that Secure2Go remains ahead of its competitors. In addition, the Company plans to develop an acquisition strategy for complimentary technologies and applications in the sector. This may have an impact on level of competition. The Company’s business and operating results may be adversely affected if the Company is unable to develop its products and maintain its market position in comparison to its competitors.

(e) Product FaultsThe Secure2Go Connectivity Devices and Communications Platform may contain undetected faults or bugs that could require product recalls or updates to be released. Secure2Go has on occasion found defects and bugs in its products and new defects or bugs may be detected in its existing or future products. If this occurs, Secure2Go may experience consumer complaints, potential product recalls, be required to refund customers, and suffer negative publicity. Accordingly, these events may also adversely affect Secure2Go’s revenue. Secure2Go may also be subject to complaints, refunds and claims if consumers experience reactions or conditions (eg skin irritations from any wearable device component) or injuries

while using its products. Secure2Go may lack adequate insurance coverage for potential consumer claims and refunds. If the Company incurs substantial losses or liabilities and its insurance coverage is unavailable or inadequate to cover such losses or liabilities, its profitability will be adversely affected.

(f) The Company may be forced to litigate to enforce or defend its intellectual property rights, and/or the intellectual property rights of the Company’s licensorsThe Company may be forced to litigate to enforce or defend its intellectual property rights against infringement and unauthorised use by competitors, and to protect the Company’s trade secrets. In doing so, the Company may place its intellectual property at risk of being invalidated, unenforceable, or limited or narrowed in scope. Further, an adverse result in any litigation or defence proceedings may place pending applications at risk of non-issuance. In addition, if any licensor fails to enforce or defend their intellectual property rights, this may adversely affect the Company’s ability to develop and commercialise its products. Any such litigation could be very costly and could distract the Company’s management from focusing on operating its business. The existence and/or outcome of any such litigation could harm its business, results of operations and financial condition. Furthermore, because of the

substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of the Company’s confidential and proprietary information could be compromised by disclosure during this type of litigation. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of Shares.

(g) The Company may not be able to protect its proprietary technology in the marketplaceThe Company’s success will depend, in part, on its ability to obtain patents, protect its trade secrets and operate without infringing on the proprietary rights of others. The Company relies upon a combination of trade secret protection (i.e., know-how), and confidentiality agreements to protect the intellectual property of its products. Where appropriate, the Company may seek patent protection for certain aspects of its products and technology. The Company’s wholly owned subsidiary, Secure2Go Pty Ltd, has filed an international patent application (being international PCT Application No. PCT/AU2016/051036) and a number of trademark applications in relation to its existing intellectual property (Refer to the Patent Attorney report in Section 10 for further details).Filing, prosecuting and defending patents throughout


08. RISK FACTORS

the world would be prohibitively expensive, so the Company’s policy is to patent technology in jurisdictions with significant commercial opportunities. However, patent protection may not be available for some of the products or technology the Company has developed, or may in the future develop. If the Company must spend significant time and money protecting or enforcing its patents, designing around patents held by others, or licensing (potentially for large fees) patents, or other proprietary rights held by others, the Company’s business, results of operations, and financial condition may be harmed. The Company may not develop additional proprietary products that are patentable. Furthermore, other groups may independently develop similar products, may duplicate the Company’s products, or may design around its patent rights (if any patents are granted in the future). In addition, the Company’s patent application may be declared invalid. If the Company fails to adequately protect its intellectual property, the Company may face competition from companies who attempt to create a generic product to compete with the Company’s products. The Company may also face competition from companies who develop a substantially similar product that is not covered by any future patent that may be granted to the Company, or the Company’s current patent application. Many companies have encountered significant problems in protecting and enforcing intellectual property rights in

foreign jurisdictions. The legal systems of certain countries do not necessarily favour the enforcement of patents and other intellectual property rights, which could make it difficult for the Company to stop the marketing of competing products in violation of the Company’s proprietary rights generally. Proceedings to enforce any future granted patents rights in foreign jurisdictions could result in substantial cost and divert its efforts and attention from other aspects of its business.

(h) The Company may be unable to adequately prevent disclosure of trade secrets and other proprietary informationThe Company relies on trade secrets to protect its proprietary know-how and technological advances, especially where it does not believe patent protection is appropriate or obtainable. However, trade secrets are difficult to protect. The Company relies in part on confidentiality agreements with its employees, consultants, outside collaborators, sponsored researchers and other advisors to protect its trade secrets and other proprietary information. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorised disclosure of confidential information. In addition, others may independently discover the Company’s trade secrets and proprietary information. Costly and time-consuming litigation could be necessary to enforce and determine the scope of the Company’s proprietary rights.

(i) Additional requirements for capitalThe Company’s capital requirements depend on numerous factors. Depending on the Company’s ability to generate income from its Market-Ready Solutions and any other future solutions, the Company will likely require further financing in addition to amounts raised under the capital raising. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its research and development programmes as the case may be. There is however no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company.

(j) Reliance on key personnelThe responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

(k) Currency riskSecure2Go’s manufacturing and hardware costs are predominantly denominated in United States dollars (US$), whereas development,


08. RISK FACTORS

management and administration costs are primarily based in Australian dollars (A$). For Australian sales, Secure2Go purchases manufactured components on a US$ FOB basis ex China and assembles then resells the products to distributors or manufacturers in Australia on an A$ basis. This means that Secure2Go carries translation exposure on the full US$ CIF price. Secure2Go manages this exposure by adjusting, where necessary, the on-sell price in Australia for periodic orders, to preserve an acceptable profit margin in $A terms. For international sales, the appointed distributor in the relevant country acquires stock on a US$ FOB basis ex China, plus a margin payable to Secure2Go expressed as a percentage of the US$ FOB price. The distributor or manufacturer then sets the selling price in local currencies, including mark-ups for the distributor. For international sales, Secure2Go only has a US$/A$ translation risk on the margin paid to Secure2Go by the international distributor or manufacturer. If the value of the A$ were to vary significantly in value against the US$, this would impact on Secure2Go’s profit margins for goods sold.

(l) Country riskSecure2Go operates in Australia and intends to expand to other countries in the future. There are risks associated with operating in foreign countries. Country risks

include currency risk, economic risk, sovereign risk, political risk and transfer risk.

(m) Disruption to Communications PlatformSecure2Go’s Communications Platform rely on data received/sent via cellular, internet and GPS technologies as well as other data service providers. Disruptions to these services can reduce the Company’s ability to operate, impact customer service levels, damage the Company’s brand and adversely impact the services Secure2Go can provide their clients. This may have materially adverse effects on Secure2Go’s ability to generate revenue. Any mitigation of this loss via redress from third party suppliers may not be immediately, if it all, available.In addition, the Secure2Go Apps are available through both the Apple App Store and Google Play Store. There is no guarantee from Apple or Google that either party will continue to allow the Secure2Go App to be made available on these platforms. Any restrictions placed by Apple or Google on the availability of the Secure2Go App, or any other changes in the practices of the provisions of these platforms, could also have an adverse effect on the financial performance of the Company.Catastrophic destruction of infrastructure following natural disasters could also significantly impact upon the use of Secure2Go’s Communications Platform and business continuity.

(n) Supply Chain DisruptionSecure2Go’s Connectivity Devices are made from outsourced local and imported components, manufactured by third parties. The supply of these components may face interruptions or delays, which may in turn prolong Secure2Go’s ability to meet clients’ contractual requirements. This would likely have a material adverse effect on Secure2Go’s ability to generate revenue whilst the disruption/delay remains in place. If the disruptions are prolonged, they could have a material adverse effect on Secure2Go’s ability to continue to grow its business.

(o) External TechnologySecure2Go utilises off-the-shelf hardware and software to develop and enhance the functionalities of its products. Such technologies may be subject to external factors, such as redundancies or depreciation in existing technology, which may affect Secure2Go’s products. This may require re-working software revisions and/or updates, as well as re-designs to existing hardware components. These external factors may also affect the ability of Secure2Go to effectively upgrade and maintain its products and technology. This may cause delays and affect the ability of Secure2Go to successfully provide its products, which ultimately may adversely impact Secure2Go’s revenue.


08. RISK FACTORS

(p) Financial RiskThe audit report for the Company for the period ended 30 June 2016 contained an emphasis of matter relating to the use of the going concern basis of preparation in the financial statements. If the capital raising under this Prospectus is unsuccessful there is uncertainty as to whether the Company will be able to continue as a going concern. On completion of the Offer, the Board believes the Company will have sufficient working capital to achieve its objectives.

(q) Potential Acquisition RiskAs part of its business strategy, Secure2Go may make acquisitions, or significant investments in, complementary companies or prospects. Any such transactions will be accompanied by risks commonly encountered in making such acquisitions.

8.3 INDUSTRY SPECIFIC(a) Consumer economic environmentThe Company’s products will be sold, predominantly, through wholesalers and retailers into national and international consumer markets. Changes in the economic environment (including the level of interest rates, employment rates, inflation, currency exchange rates and consumer sentiment) or government policy (including fiscal, monetary and regulatory policy) may adversely impact disposable income of customers for Secure2Go’s products, or

their willingness to purchase premium branded goods, which could impact revenue and earnings.

(b) Wholesale/Manufacturer distributionSecure2Go’s products are anticipated to be supplied to various wholesalers and manufacturers throughout Australia and the world generally. For this reason, the loss of any one supplier and a contraction in demand generally could adversely affect sales of Secure2Go’s products, which would adversely affect Company operations.

(c) Retail environmentThe Company’s financial performance is sensitive to the current state of, and future changes in, the retail environment in Australia and the rest of the world, including fluctuations in global exchange rates.As a consequence, investors in the Company should be aware that the global retail environment in which manufacturers and wholesalers sell Secure2Go’s products into may experience challenging conditions due to lower consumer sentiment and retail demand as well as price deflation. This has arisen as a result of factors such as general uncertainty about Australian and international economic conditions, political uncertainty and subdued consumer sentiment in the aftermath of the global financial crisis and euro-zone crisis. Global economic conditions may worsen which

could cause the retail, and hence manufacturers and wholesalers, environment to deteriorate as consumers reduce their level of consumption of discretionary items.

(d) Technological ChangeChanges to technology used by competitors may alter the level of potential demand for Secure2Go’s products. The rate of technology change, especially of competitors, may adversely affect sales of Secure2Go products and possible commercialisation, which will have a negative impact on the Company’s future financial performance. There is a risk that competitors will introduce technologies that provide them with a competitive advantage relative to Secure2Go’s products. Further, any rapid changes in technology may lead to increased obsolete inventory risk as the change shifts consumer preferences away from the Company’s existing technologies.

(e) Unforeseen expenditure riskExpenditure may have needed to be incurred, that has not been taken into account in the preparation of this Prospectus. Although the Company is not aware of any such additional expenditure requirements, if such expenditure is subsequently incurred, this may adversely affect the expenditure proposals of the Company.


08. RISK FACTORS

(f) Management of growth and strategiesThere is a risk that management of the Company will not be able to implement the Company’s strategies, particularly relating to growth, after completion of the Offer. The capacity of the Company’s management to properly implement and manage the strategic direction of the Company may affect the Company’s financial performance.

(g) Regulatory RiskIn the event of changes in the law in the jurisdictions in which the Company operates, the Company’s operations may become subject to regulatory requirements, such as licensing and reporting obligations, which would increase the costs and resources associated with regulatory compliance. Any such increase in the cost and resources associated with regulatory compliance could impact on the Company’s revenues. In addition, if regulators took the view that the Company had failed to comply with regulatory requirements, this could lead to enforcement action resulting in public warnings, infringement notices or the imposition of a pecuniary penalty. This could lead to significant damage to the Company’s reputation and consequently impact on its revenues. In addition, the Company may be become subject to regulatory requirements as it expands its range of services, products available, and jurisdictions in which it operates. Any such increase in the costs and

resources associated with regulatory compliance for new markets and/or products could impact upon the Company’s revenues.

(h) Data loss, theft or corruptionSecure2Go provides its services exclusively online through their Communications Platform. Hacking or exploitation of some unidentified vulnerability in the platform could lead to loss, theft or corruption of data. This could render the Communications Platform unavailable for a period of time while data is restored. It could also lead to unauthorised disclosure of users’ data, with associated reputational damage, claims by building occupants and regulatory scrutiny and fines. Although Secure2Go has strategies in place to minimise such attacks, these strategies may not be successful. This could lead to a loss of revenue, and/or hinder Secure2Go’s ability to retain existing users or attract new customers. This in turn could lead to materially adverse impact on Secure2Go’s business growth.

(i) Security BreachesA malicious attack on Secure2Go’s systems, processes or people from external or internal sources could put the integrity and privacy of customers’ data and business systems at risk. Hacking or exploitation of some unidentified vulnerability could render Secure2Go’s Communications Platform unavailable for a period of time, or unauthorised

disclosure of customers’ data, with associated reputational damage, claims by customers and regulatory and financial position. The Company has existing policies and procedures in respect of security procedures, automated and manual protections, encryption systems and staff screening to minimise this risk. If Secure2Go’s efforts to combat any malicious attack are unsuccessful or if the Communications Platform has actual or perceived vulnerabilities, the Company’s business reputation and brand name may be harmed, potentially having a material adverse effect on the Company’s operations and financial position.


08. RISK FACTORS

8.4 GENERAL RISKS(a) Concentration of ownershipFollowing completion of the Offer, Existing Shareholders will hold between: i. 77.68% (assuming the

Minimum Subscription is raised and the Convertible Notes convert on or before to 31 December 2016); and

ii. 73.36% (assuming the Minimum Subscription is raised, full oversubscriptions are accepted and the Convertible Notes convert after 31 December 2016),

of the Shares and the voting rights in the Company. While the Existing Shareholders do not have a relevant interest in each other’s Shares, the exercise of their votes collectively may result in the ability to exercise a controlling influence over the business and affairs of the Company and may have the power to prevent or cause a change in control of the Company. In addition, the sale of Shares by Existing Shareholders not subject to escrow restrictions, may adversely affect Secure2Go’s market liquidity and Share price.There can be no guarantee that an active market in the Company’s Shares will develop or that the price of the Shares will increase post listing.Due to the large number of Shares subject to escrow and/or trading restrictions, there will be limited free float, meaning there may be relatively few potential buyers or sellers at any given point in time, and this may increase the volatility of the market price for the Shares.

There is also a risk that once the Shares subject to escrow or trading restrictions are released from their attaching restrictions, there may be significant sell down by the holders of those Shares.

(b) EconomicGeneral economic conditions, introduction of tax reform, new legislation, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s research and development programmes, as well as on its ability to fund those programmes in jurisdictions in which the Company operates.

(c) Market conditionsShare market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:i. general economic outlook;ii. introduction of tax reform or

other new legislation;iii. interest rates and inflation

rates;iv. changes in investor

sentiment toward particular market sectors;

v. the demand for, and supply of, capital; and

vi. terrorism or other hostilities.The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general

and biotechnology stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

(d) Currently no marketThere is currently no public market for the Company’s Shares, the price of its Shares is subject to uncertainty and there can be no assurance that an active market for the Company’s Shares will develop or continue after the Offer or that the price of the Shares will increase. The price at which the Company’s Shares trade on ASX after listing may be higher or lower than the Offer Price and could be subject to fluctuations in response to variations in operating performance and general operations and business risk, as well as external operating factors over which the Directors and the Company have no control, such as movements in exchange rates, changes to government policy, legislation or regulation and other events or factors.There may be relatively few or many potential buyers or sellers of the Shares on ASX at any given time. This may increase the volatility of the market price of the Shares. It may also affect the prevailing market price at which Shareholders are able to sell their Shares. This may result in Shareholders receiving a market price for their Shares that is above or below the price that Shareholders paid.


08. RISK FACTORS

(e) Investment RiskThere are a number of risks associated with any stock market investment. The market price of Shares can be expected to rise and fall in accordance with general market conditions and factors and there can be no certainty that, following listing, an active market for the Shares will develop. The value of Shares will be determined by the stock market and will be subject to a range of factors beyond the control of the Company or its Directors. These factors include movements in local and international stock exchanges, local interest rates and exchange rates, domestic and international economic and political conditions, government taxation, market supply, competition and demand and other legal, regulatory or policy changes. The trading price after listing may also be affected by the financial and operating performance of the Company.

(f) Force Majeure EventsActs of terrorism, an outbreak of international hostilities or fires, floods, earthquakes, labour strikes, civil wars and other natural disasters may cause an adverse change in investor sentiment with respect to Secure2Go specifically, or the stock market more generally, which could have a negative impact on the value of an investment in the Shares.

(g) TaxationThe acquisition and disposal of Shares will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation point of view generally. To the maximum extent permitted by law, the Company, its officers and each of their respective advisers accept no liability and responsibility with respect to the taxation consequences of applying for Shares under this Prospectus.

(h) Investment speculativeThe above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Shares offered under this Prospectus.Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares.Potential investors should consider that the investment in the Company is highly speculative and should consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.



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09. INVESTIGATING ACCOUNTANT’S REPORT


































PATENT ATTORNEY’S REPORT10



10. PATENT ATTORNEY’S REPORT

10. [PATENT ATTORNEY’S REPORT]

[TO BE INSERTED]

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17 November 2016

BY EMAIL (ONLY): [email protected]

The Directors

Secure2Go Group Limited96 Hay StreetSubiaco WA 6008

Attorney: Lachlan Mullane Principal: Kenneth J. McInnes

Assistant: Christine Labour

IPS Ref: G31090AU01

Dear Sirs

Re: Secure2Go Pty Ltd (a wholly owned subsidiary of Secure2Go Group Limited) – Intellectual Property Portfolio Report

This report has been prepared for inclusion in a prospectus to be issued by Secure2Go Group Limited (“the Company”) in relation to an Initial Public Offering (IPO).

This report is current as of 17 November 2016.

A) Summary

This report includes information regarding the intellectual property portfolio in the name of Secure2Go Pty Ltd, which is a wholly owned subsidiary of Secure2Go Group Limited.

The term “intellectual property” refers to a group of registrable and non-registrable rights, including rights in patents, designs, trade marks, plant varieties, copyright, confidential information and trade secrets. Intellectual property has many of the characteristics possessed by real and personal property. In particular, intellectual property is an asset, which may be bought, sold, licensed, exchanged, or otherwise transferred as other forms of property. Accordingly, an intellectual property owner has the right to prevent the unauthorised use or sale of its property.

This Report is only directed to intellectual property which is in the form of pending patent applications, pending and registered trade marks and registered domain names. This portfolio data is current as of 2 November 2016 and is supplied subject to the limitations set out in this report.

B) Patent Portfolio

Flagship Patent Family: Object Tracking System

This patent family has recently entered the international (or ‘PCT’) phase of patent prosecution. This invention is directed to a networked, cloud-based system designed to provide peace of mind by assisting people in monitoring and tracking their physical assets.

The invention originated as a means to assist employers to effectively monitor their mobile and isolated workers and has since grown into a multi-functional, globally-applicable technology that



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is capable of assisting in a multitude of industries. The flagship patent family of S2G has been filed in the name of Secure2Go Pty Ltd. Please see the end of this document for the full filing details.

C) Patent Ownership

- Generally

A patent may only be granted to either the inventor(s) of a particular invention, or to a person or entity with entitlement to the invention. This entitlement may be through assignment, or through means such as contract of employment. A patent grants the assignee, or owner, the exclusive right to exploit the invention that is defined within the patent within a particular country or region. Although there are slight variations in patent law around the world, in general a patent application will only become a granted patent once it has been determined to describe an invention that is novel and inventive.

The Patent Cooperation Treaty was created as a system to overcome a need for multiple filings by the twelve-month deadline. A single PCT patent application is treated as a complete application that is pending in every country or region that is a signatory to the Treaty for a period of up to thirty months from the priority date of the patent application, although some countries individually treat a PCT application as pending for a shorter or longer period. This single PCT application may then ‘enter’ any number of individual countries of interest within this period of time, opening them to examination and possible grant within that country. International PCT searches and examination reports are not binding on national patent applications during examination in the national phase.

The term of a patent, assuming that all maintenance fees are paid, is typically twenty (20) years from the date of filing a complete patent application.

- S2G Patent Family

As the flagship patent family of S2G has only newly entered the international PCT phase, the International Examination Authority have not yet conducted an international search or published an International Search Report, wherein the most relevant prior art documents (documents that are publicly available before the priority date) would ordinarily be identified.

No prior art searches have been formally conducted by IP Solved that have subsequently revealed documents that are relevant to the novelty and inventiveness of S2G’s flagship invention. IP Solved are similarly unaware of any such searches conducted by any other authorities or parties.

D) Patent Portfolio Limitations

Receiving a granted patent may take years from application. In Australia, the conventional procedure is to initially file a ‘basic’ application accompanied by a provisional specification, which serves to provide an overview of the invention and in order to establish a ‘priority date’ for that invention. In order to continue with the procedure, a ‘complete’ application must be filed within twelve months of filing the basic application; this complete application must contain the invention,



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described in its entirety, and in the most appropriate manner that the inventor knows. Separate complete applications must be filed in each country of interest.Each jurisdiction has its own laws and particular requirements that need to be met for the grant and maintenance of a patent. Accordingly, the patentability of an invention varies between jurisdictions. Certain inventions may be granted and registrable in one jurisdiction yet may be excluded from grant and registration in another. Moreover, varying patent laws may result in the scope of patent protection obtained for the same patent to be varied across different jurisdictions. The outcome of examination of the patent application by the office of one jurisdiction is not binding on the office of any other jurisdiction.

In addition, there may be changes to patent law in a particular jurisdiction from time to time, which may have an impact on patents in the relevant country. For example, the Intellectual Property Law Amendments (Raising the Bar) Act 2012 (Cth) represents a significant amendment to Australian patent law. In particular, the Act raises the requirement for patentability and the description requirements for patent specifications.

Please note that prior art documents may come to light in future examination procedures. The filing of a patent application does not provide a guarantee of receiving a granted and valid patent. Neither can it be guaranteed that any eventually granted patent will be of scope identical to that which was originally filed; many patents will go through a refinement process wherein elements are removed during examination, so that only novel concepts are subject to patent rights. Further, complete patent applications are not normally published until at least 18 months from the earliest priority date. Any conducted search will therefore not ordinarily identify any patent application that may be relevant to the assessment of patentability that possesses a priority date less than 18 months prior to the date of the patentability search. Delays between official publication and the incorporation of information into the relevant database can also occur, which means that some documents may not be located in a patentability search.

In addition, please note that a granted patent is not a guarantee that a product embodying the invention does not infringe another patent. A granted patent is an exclusive right, in that it excludes others from exploiting a patented invention. It does not provide any form of protection to a product embodying a patented invention. IP Solved have not conducted any searches to determine whether or not the invention of the flagship S2G patent may infringe other patents, either granted or pending.

E) Trade Mark Ownership

The information in this report is current as at 2 November 2016 and is correct to the best of our knowledge. The S2G trade mark portfolio covers three trade marks: SECURE2GO, a stylised device that reads “Secure2Go Peace of mind technology” and SECUREwatch, each applied to be registered for a number of classes. These trade marks are filed in Australia, to be extended to a number of other jurisdictions through the Madrid Protocol International trade mark registration system. The three applications for registration have been filed in the name of Secure2Go Pty Ltd. Please see the end of this document for the full schedule.

A registered trade mark provides the owner with the exclusive right to use said mark, in connection with the goods and services of selected classes, within the jurisdiction wherein the mark is applied for. Should registration be successful, the trade marks will serve as protection for



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the Secure2Go brand, reassuring any future customers that goods and services bearing one or more of the registered trade marks originate from Secure2Go. Once registered, a trade mark is valid and renewable indefinitely. The renewal cycle may differ between jurisdictions; in Australia, for example, the renewal cycle is ten years.

IP Solved is not aware of any third parties that may have interests in any of the marks within the S2G portfolio, or whose rights may be infringed by use of said marks. Please note that every jurisdiction is independent of each other and each is free to apply their own laws and requirements to the registration of trade marks.

We therefore offer no guarantee that the S2G trade mark portfolio will be successfully registered in all countries that registration is applied for in. We further note that the differing laws between jurisdictions may result in the scope of the protection given by the registration may be altered.

F) Trade Mark Portfolio Limitations

Registration of a later mark is prevented by a prior substantially identical or deceptively similar earlier mark covering the same or similar goods or services, and infringement occurs when a substantially identical or deceptively similar mark is used on the goods or services covered by a registration, on similar goods or services or on closely related goods or services. There is however a defence to this “similar goods and services infringement” where the use made of the mark is not likely to deceive or cause confusion. This is a question of fact.

Any searches that are conducted are subject to the accuracy of government records and to classification irregularities which make it impossible to ensure that every conceivably relevant item is examined. This is especially the case with marks other than words that may be indexed in a way which makes their access unlikely. Recently filed applications (i.e. applications filed within the last month) are not usually fully indexed and available for searching.

Searches typically consider only existing registrations and pending applications for registration appearing on a country’s Trade Marks Office database and therefore cannot take account of common law rights which may have been acquired in relation to marks used without the benefit of registration. Ownership of a trade mark is generally established by first use or application. Therefore, if the subject mark is already in use, the prior user is likely to have better rights in the mark. In addition, a conducted search cannot take into account “Convention” trade mark applications based on an application filed overseas less than six months previously, claiming an earlier priority date. These marks will not have been published at the time of searching and so may not be located

While every effort is made to consider whether a mark has a geographical, surname or foreign language meaning that may affect its availability for use and registration, we cannot know the meaning of all marks. Even if we believe a mark available for use and registration, that does not mean the mark will proceed directly to registration. The process of examination by the Trade Marks Office may raise objections to registration and third parties may object to your use of or registration of the mark.



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G) Domain Names

The information in this report is current as at 28 October 2016 and is correct to the best of our knowledge. The S2G domain name portfolio covers a wide range of names, each conveying particular conceptual applications of the Secure2Go technology. The S2G domain name portfolio similarly covers a multitude of Top Level Domains. The Top Level Domains utilised by the S2G range from generic Top Level Domains (gTLD) such as .link, .me, .com and .info to country-code top level domains (ccTLD) such as .au, .uk and .nl.

Each domain name is a unique web address that acts as an identifier for the content of the associated site, although multiple domain names may lead to the same central site. Registration of gTLDs are managed by an international organisation known as the Internet Corporation for Assigned Names and Numbers (ICANN), while ccTLDs are individually managed by organisations within each country.

H) Disclosure of Interests

IP Solved has prepared this report as a lawfully-engaged firm acting on behalf of Secure2Go Pty Ltd and has been duly remunerated with a standard fee for preparation of the report.

No employee of IP Solved involved in the preparation of this report, or in the management of S2G’s intellectual property portfolio, has any form of vested interest, entitlement or other rights in S2G.

Yours faithfullyIP Solved (ANZ) Pty Ltd

Lachlan Mullane



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Appendix I: Intellectual Property Portfolio

Flagship Patent Family: Object Tracking System

Status: Pending International PCT Patent ApplicationPCT Number: PCT/AU2016/051036PCT Filing Date: 1 November 2016Priority Filing Date: 5 April 2016Priority Country: AustraliaPriority File Number: AU 2016901257Applicant/Owner: Secure2Go Pty LtdInventors: Wesley Lawrence

Quentin OliverIonut Bogdan Popescu

Trade Mark 1: SECURE2GO

Priority Filing Date: 15 September 2016Classes: 9, 14, 25, 38, 39, 42

Country Official Number StatusAustralia 1794800 Accepted

Trade Mark 2: Secure2Go Peace of mind technology (Stylised device)

Visual Representation:

Priority Filing Date: 26 October 2016Classes: 09, 14, 25, 38, 39, 42

Country Official Number StatusAustralia 1801705 Accepted

Trade Mark 3: SECUREwatch

Priority Filing Date: 24 February 2015Classes: 09

Country Official Number StatusAustralia 1676618 Registered



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Domain Names

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BOARD, MANAGEMENT AND CORPORATE GOVERNANCE

11


11.1 DIRECTORS AND KEY PERSONNELWesley Lawrence Executive Director & CEORefer to Section 7.8 of the Prospectus for biography.

Paul Hardie Non-Executive Director & ChairmanRefer to Section 7.8 of the Prospectus for biography.

Kathal Spence Non-Executive Director Refer to Section 7.8 of the Prospectus for biography.

Management and ConsultantsThe Company is aware of the need to have sufficient management to properly supervise its development and research programmes, sales, and marketing, and the Board will continually monitor the management roles in the Company. As the Company’s projects require an increased level of involvement, the Board will look to appoint additional management and/or consultants when and where appropriate to ensure proper management of the Company’s projects.

11.2 SENIOR MANAGEMENTJack Hamm Chief Financial Officer Refer to Section 7.8 of the Prospectus for biography.

Paul Stenton Business Development ManagerRefer to Section 7.8 of the Prospectus for biography.

11.3 OTHER KEY PERSONNELIonut-Bogdan Popescu Senior Software EngineerMr Popescu is responsible for managing the development and commercialisation of the software for the Secure2Go Engine. This includes ensuring software development to operate products, communication, Gateways, geofence, applications, mobiles and other software requirements to ensure commercial success. Mr Popescu has worked on the development of the Company’s proprietary object tracking system which is the subject of International PCT Patent Application No. PCT/AU2016/051036.

Quentin Oliver Hardware EngineerMr Oliver is responsible for sourcing, developing and testing the hardware to be used as hardware products in the Company’s product suite. This may include design development to ensure the successful commercialisation of the products. Mr Oliver has worked on the development of the Company’s proprietary object tracking system which is the subject of International PCT Patent Application No. PCT/AU2016/051036.

11.4 ASX CORPORATE GOVERNANCE COUNCIL PRINCIPLES AND RECOMMENDATIONSThe Company has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Incoming Directors are committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company’s needs.To the extent applicable, commensurate with the Company’s size and nature, the Company has adopted The Corporate Governance Principles and Recommendations (3rd Edition) as published by ASX Corporate Governance Council (Recommendations).In light of the Company’s size and nature, the Board considers that the current Board is a cost effective and practical method of directing and managing the Company. As the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed.The Company’s main corporate governance policies and practices as at the date of this Prospectus are outlined below and the Company’s full Corporate Governance Plan is available in a dedicated corporate governance information section of the Company’s websites at www.secure2go.com/investor-centre.

11. BOARD, MANAGEMENT AND CORPORATE GOVERNANCE




11.5 BOARD OF DIRECTORSThe Board is responsible for corporate governance of the Company. The Incoming Directors will develop strategies for the Company, review strategic objectives and monitor performance against those objectives. The goals of the corporate governance processes are to:a. maintain and increase

Shareholder value;b. ensure a prudential and

ethical basis for the Company’s conduct and activities; and

c. ensure compliance with the Company’s legal and regulatory objectives.

Consistent with these goals, the Incoming Directors will assume the following responsibilities:a. developing initiatives for

profit and asset growth;b. reviewing the corporate,

commercial and financial performance of the Company on a regular basis;

c. acting on behalf of, and being accountable to, the Shareholders; and

d. identifying business risks and implementing actions to manage those risks and corporate systems to assure quality.

The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors’ participation in the Board discussions on a fully-informed basis.

11.6 COMPOSITION OF THE BOARDElection of Board members is substantially the province of the Shareholders in general meeting. The composition of the Board is reviewed regularly to ensure that the appropriate mix of skill and expertise is present to facilitate successful strategic direction.Where practical, the majority of the Board is to be comprised of Non-Executive Directors. Where practical, at least 50% of the Board will be independent. An independent Director is one who is independent of management and free from any business or other relationships, which could, or could reasonably be perceived to, materially interfere with the exercise of independent judgment.No formal nomination committee or procedures have been adopted for the identification, appointment and review of the Board membership, but an informal assessment process, facilitated by the Chairman in consultation with the Company’s professional advisers, has been committed to by the Board.

11.7 PERFORMANCE EVALUATIONIn the absence of a separate nomination committee, the Board will conduct a performance evaluation of its individual Directors on an annual basis. To assist in this process an independent advisor may be used.Where applicable, the review will include:a. comparing the performance

of the Board with the requirements of its Charter;

b. examination of the Board’s interaction with management;

c. the nature of information provided to the Board by management; and

d. management’s performance in assisting the Board to meet its objectives.

11.8 IDENTIFICATION AND MANAGEMENT OF RISKThe Board’s collective experience will enable accurate identification of the principal risks that may affect the Company’s business. Key operational risks and their management will be recurring items for deliberation at Board meetings.

11.9 ETHICAL STANDARDSThe Board is committed to the establishment and maintenance of appropriate ethical standards.



11.10 INDEPENDENT PROFESSIONAL ADVICESubject to the Chairman’s approval (not to be unreasonably withheld), the Directors, at the Company’s expense, may obtain independent professional advice on issues arising in the course of their duties.

11.11 REMUNERATION ARRANGEMENTSThe total maximum remuneration of non-executive Directors is initially set by the Constitution and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The Directors may determine the manner in which all or part of that maximum amount is divided between the non-executive Directors, or until so determined, must be divided equally. Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors.

11.12 TRADING POLICYThe Board has adopted a policy that sets out the guidelines on the sale and purchase of securities in the Company by its key management personnel (i.e. Directors and, if applicable, any employees reporting directly to the managing director). The policy generally provides that written notification to the Chairman must be obtained prior to trading.

11.13 EXTERNAL AUDITThe Company in general meetings is responsible for the appointment of the external auditors of the Company, and the Board from time to time will review the scope, performance and fees of those external auditors.

11.14 AUDIT COMMITTEEThe Company will not have a separate audit committee until such time as the Board is of a sufficient size and structure, and the Company’s operations are of a sufficient magnitude for a separate committee to be of benefit to the Company. In the meantime, the full Board will carry out the duties that would ordinarily be assigned to that committee under the written terms of reference for that committee, including but not limited to, monitoring and reviewing any matters of significance affecting financial reporting and compliance, the integrity of the financial reporting of the Company, the Company’s internal financial control system and risk management systems and the external audit function.

11.15 DIVERSITY POLICYThe Board has adopted a diversity policy which provides a framework for the Company to achieve, amongst other things, a diverse and skilled workforce, a workplace culture characterised by inclusive practices and behaviours for the benefit of all staff, improved employment and career development opportunities for women and a work environment that values and utilises the contributions of employees with diverse backgrounds, experiences and perspectives.

11.16 DEPARTURES FROM RECOMMENDATIONSFollowing admission to the Official List of ASX, the Company will be required to report any departures from the Recommendations in its annual financial report.The Company’s compliance and departures from the Recommendations as at the date of this Prospectus are set out on the following pages.



This Corporate Governance Statement is current as at the date of this Prospectus and has been approved by the Board of the Company on that date. This Corporate Governance Statement discloses the extent to which the Company will, as at the date it is admitted to the official list of the ASX, follow the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations (Recommendations). The Recommendations are not mandatory, however the Recommendations that will not be followed have been identified and reasons provided for not following them along with what (if any) alternative governance practices the Company intends to adopt in lieu of the recommendation.The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company’s corporate governance duties. Due to the current size and nature of the existing Board and the magnitude of the Company’s operations, the Board does not consider that the Company will gain any benefit from individual Board committees and that its resources would be better utilised in other areas as the Board is of the strong view that at this stage the experience and skill set of the current Board is sufficient to perform these roles. Under the Company’s Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board under the written terms of reference for those committees.The Company’s Corporate Governance Plan is available on the Company’s website at www.secure2go.com/investor-centre.

RECOMMENDATIONS (3RD EDITION) COMPLY EXPLANATION

Principle 1: Lay solid foundations for management and oversight

Recommendation 1.1

A listed entity should have and disclose a charter which sets out the respective roles and responsibilities of the Board, the Chair and management, and includes a description of those matters expressly reserved to the Board and those delegated to management.

YES The Company has adopted a Board Charter that sets out the specific roles and responsibilities of the Board, the Chair and management and includes a description of those matters expressly reserved to the Board and those delegated to management.

The Board Charter sets out the specific responsibilities of the Board, requirements as to the Board’s composition, the roles and responsibilities of the Chairman and Company Secretary, the establishment, operation and management of Board Committees, Directors’ access to Company records and information, details of the Board’s relationship with management, details of the Board’s performance review and details of the Board’s disclosure policy.

A copy of the Company’s Board Charter, which is part of the Company’s Corporate Governance Plan, is available on the Company’s website.



Recommendation 1.2

A listed entity should:

a. undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a Director; and

b. provide security holders with all material information relevant to a decision on whether or not to elect or re-elect a Director.

YES a. The Company has guidelines for the appointment and selection of the Board in its Corporate Governance Plan. The Company’s Nomination Committee Charter (in the Company’s Corporate Governance Plan) requires the Nomination Committee (or, in its absence, the Board) to ensure appropriate checks (including checks in respect of character, experience, education, criminal record and bankruptcy history (as appropriate)) are undertaken before appointing a person, or putting forward to security holders a candidate for election, as a Director.

b. Under the Nomination Committee Charter, all material information relevant to a decision on whether or not to elect or re-elect a Director must be provided to security holders in the Notice of Meeting containing the resolution to elect or re-elect a Director.

Recommendation 1.3

A listed entity should have a written agreement with each Director and senior executive setting out the terms of their appointment.

YES The Company’s Nomination Committee Charter requires the Nomination Committee (or, in its absence, the Board) to ensure that each Director and senior executive is a party to a written agreement with the Company which sets out the terms of that Director’s or senior executive’s appointment.

The Company has written agreements with each of its Directors and senior executives.

Recommendation 1.4

The company secretary of a listed entity should be accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.

YES The Board Charter outlines the roles, responsibility and accountability of the Company Secretary. In accordance with this, the Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.




Recommendation 1.5


a. have a diversity policy which includes requirements for the Board or a relevant committee of the Board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them;

b. disclose that policy or a summary or it; and

c. disclose as at the end of each reporting period:

i. the measurable objectives for achieving gender diversity set by the Board in accordance with the entity’s diversity policy and its progress towards achieving them; and

ii. either:

A.

B.

the respective proportions of men and women on the Board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or

if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in the Workplace Gender Equality Act.

PARTIALLY a. The Company has adopted a Diversity Policy which provides a framework for the Company to establish and achieve measurable diversity objectives, including in respect of gender diversity. The Diversity Policy requires the Board to set measurable gender diversity objectives and to assess annually both the objectives and the Company’s progress in achieving them.

b. The Diversity Policy is available, as part of the Corporate Governance Plan, on the Company’s website.

c.

i. The measurable gender diversity objectives for each financial year (if any), and the Company’s progress in achieving them, will be detailed in the Company’s Annual Report. These measurable objectives are yet to be set.

ii. the respective proportions of men and women on the Board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes) for each financial year will be disclosed in the Company’s Annual Report.

Recommendation 1.6


a. have and disclose a process for periodically evaluating the performance of the Board, its committees and individual Directors; and

b. disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

YES a. The Company’s Nomination Committee (or, in its absence, the Board) is responsible for evaluating the performance of the Board, its committees and individual Directors on an annual basis. It may do so with the aid of an independent advisor. The process for this is set out in the Company’s Corporate Governance Plan, which is available on the Company’s website.

b. The Company’s Corporate Governance Plan requires the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period. The Company intends to complete performance evaluations in respect of the Board, its committees (if any) and individual Directors for each financial year in accordance with the above process.




Recommendation 1.7


a. have and disclose a process for periodically evaluating the performance of its senior executives; and

b. disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

YES a. The Company’s Nomination Committee (or, in its absence, the Board) is responsible for evaluating the performance of the Company’s senior executives on an annual basis. The Company’s Remuneration Committee (or, in its absence, the Board) is responsible for evaluating the remuneration of the Company’s senior executives on an annual basis. A senior executive, for these purposes, means key management personnel (as defined in the Corporations Act) other than a non-executive Director. The applicable processes for these evaluations can be found in the Company’s Corporate Governance Plan, which is available on the Company’s website.

b. The Company’s Corporate Governance Plan requires the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period. The Company intends to complete performance evaluations in respect of the senior executives (if any) for each financial year in accordance with the applicable processes. Due to the limited trading history of the Company, no evaluations have been conducted to date.

Principle 2: Structure the Board to add value

Recommendation 2.1

The Board of a listed entity should:

a. have a nomination committee which:

i. has at least three members, a majority of whom are independent Directors; and

ii. is chaired by an independent Director,

and disclose:iii. the charter of the committee;iv. the members of the committee;

andv. as at the end of each reporting

period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

b. if it does not have a nomination committee, disclose that fact and the processes it employs to address Board succession issues and to ensure that the Board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively.

PARTIALLY a. The Company does not have a Nomination Committee as the role of the committee is currently undertaken by the full Board. The Company’s Nomination Committee Charter provides for the creation of a Nomination Committee (if it is considered it will benefit the Company), with at least three members, a majority of whom are independent Directors, and which must be chaired by an independent Director.

b. The Company does not have a Nomination Committee as the Board considers the Company will not currently benefit from its establishment. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Nomination Committee under the Nomination Committee Charter, including the following processes to address succession issues and to ensure the Board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively:

i. devoting time at least annually to discuss Board succession issues and updating the Company’s Board skills matrix; and

ii. all Board members being involved in the Company’s nomination process, to the maximum extent permitted under the Corporations Act and ASX Listing Rules.




Recommendation 2.2

A listed entity should have and disclose a Board skill matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership.

YES Under the Nomination Committee Charter (in the Company’s Corporate Governance Plan), the Nomination Committee (or, in its absence, the Board) is required to prepare a Board skill matrix setting out the mix of skills and diversity that the Board currently has (or is looking to achieve) and to review this at least annually against the Company’s Board skills matrix to ensure the appropriate mix of skills and expertise is present to facilitate successful strategic direction.

The Company has a Board skill matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership. A copy is available in the Company’s Annual Report.

The Board Charter requires the disclosure of each Board member’s qualifications and expertise. Full details as to each Director and senior executive’s relevant skills and experience are available in the Company’s Annual Report.

Recommendation 2.3

A listed entity should disclose:

a. the names of the Directors considered by the Board to be independent Directors;

b. if a Director has an interest, position, association or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and Recommendation (3rd Edition), but the Board is of the opinion that it does not compromise the independence of the Director, the nature of the interest, position, association or relationship in question and an explanation of why the Board is of that opinion; and

c. the length of service of each Director

YES a. The Board Charter requires the disclosure of the names of Directors considered by the Board to be independent. The Company will disclose those Directors it considers to be independent in its Annual Report and on its ASX website. The Board considers the following Directors are independent: a. Mr Paul Hardie

b. There are no independent Directors who fall into this category. The Company will disclose in its Annual Report and ASX website any instances where this applies and an explanation of the Board’s opinion why the relevant Director is still considered to be independent.

c. The Company’s Annual Report will disclose the length of service of each Director, as at the end of each financial year.




Recommendation 2.4

A majority of the Board of a listed entity should be independent Directors.

NO The Company’s Board Charter requires that, where practical, the majority of the Board should be independent. The Board currently comprises a total of three (3) directors, of whom one (1) is considered to be independent. As such, independent directors are not currently an independent majority of the Board. The Board does not currently consider an independent majority of the Board to be appropriate given: a. the speculative nature of the Company’s business,

and its limited scale of activities, means the Company only needs, and can only commercially sustain, a small Board of three (3) Directors;

b. the Company considers it necessary, given its speculative and small scale activities, to attract and retain suitable Directors by offering Directors an interest in the Company; and

c. the Company considers it appropriate to provide remuneration to its Directors in the form of securities in order to conserve its limited cash reserves.

Recommendation 2.5

The Chair of the Board of a listed entity should be an independent Director and, in particular, should not be the same person as the CEO of the entity.

YES The Board Charter provides that, where practical, the Chair of the Board should be an independent Director and should not be the CEO/Managing Director.

The Chair of the Company is an independent Director and is not the CEO/Managing Director.

Recommendation 2.6

A listed entity should have a program for inducting new Directors and providing appropriate professional development opportunities for continuing Directors to develop and maintain the skills and knowledge needed to perform their role as a Director effectively.

YES In accordance with the Company’s Board Charter, the Nominations Committee (or, in its absence, the Board) is responsible for the approval and review of induction and continuing professional development programs and procedures for Directors to ensure that they can effectively discharge their responsibilities. The Company Secretary is responsible for facilitating inductions and professional development.




Principle 3: Act ethically and responsibly

Recommendation 3.1


a. have a code of conduct for its Directors, senior executives and employees; and

b. disclose that code or a summary of it.

YES a. The Company’s Corporate Code of Conduct applies to the Company’s Directors, senior executives and employees.

b. The Company’s Corporate Code of Conduct (which forms part of the Company’s Corporate Governance Plan) is available on the Company’s website.

Principle 4: Safeguard integrity in financial reporting

Recommendation 4.1


a. have an audit committee which

i. has at least three members, all of whom are non-executive Directors and a majority of whom are independent Directors; and

ii. is chaired by an independent Director, who is not the Chair of the Board,

and disclose:

iii. the charter of the committee;

iv. the relevant qualifications and experience of the members of the committee; and

v. in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

b. If it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its financial reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.

No a. The Company does not have an Audit and Risk Committee. The Company’s Corporate Governance Plan contains an Audit and Risk Committee Charter that provides for the creation of an Audit and Risk Committee (if it is considered it will benefit the Company), with at least three members, all of whom must be independent Directors, and which must be chaired by an independent Director who is not the Chair.

b. The Company does not have an Audit and Risk Committee as the Board considers the Company will not currently benefit from its establishment. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Audit and Risk Committee under the Audit and Risk Committee Charter including the following processes to independently verify and safeguard the integrity of its financial reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner:

i. the Board devotes time at annual Board meetings to fulfilling the roles and responsibilities associated with maintaining the Company’s internal audit function and arrangements with external auditors; and

ii. all members of the Board are involved in the Company’s audit function to ensure the proper maintenance of the entity and the integrity of all financial reporting.




Recommendation 4.2

The Board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

YES The Company’s Audit and Risk Committee Charter requires the CEO and CFO (or, if none, the person(s) fulfilling those functions) to provide a sign off on these terms.

The Company intends to obtain a sign off on these terms for each of its financial statements in each financial year commencing from 1 July 2016.

Recommendation 4.3

A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.

YES The Company’s Corporate Governance Plan provides that the Board must ensure the Company’s external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.

Principle 5: Make timely and balanced disclosure

Recommendation 5.1


a. have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and

b. disclose that policy or a summary of it.

YES a. The Board Charter provides details of the Company’s disclosure policy. In addition, the Corporate Governance Plan details the Company’s disclosure requirements as required by the ASX Listing Rules and other relevant legislation.

b. The Corporate Governance Plan, which incorporates the Board Charter, is available on the Company website.

Principle 6: Respect the rights of security holders

Recommendation 6.1

A listed entity should provide information about itself and its governance to investors via its website.

YES Information about the Company and its governance is available in the Corporate Governance Plan which can be found on the Company’s website.

Recommendation 6.2

A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.

YES The Company has adopted a Shareholder Communications Strategy which aims to promote and facilitate effective two-way communication with investors. The Strategy outlines a range of ways in which information is communicated to shareholders and is available on the Company’s website as part of the Company’s Corporate Governance Plan.

Recommendation 6.3

A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.

YES Shareholders are encouraged to participate at all general meetings and AGMs of the Company. Upon the despatch of any notice of meeting to Shareholders, the Company Secretary shall send out material stating that all Shareholders are encouraged to participate at the meeting.




Recommendation 6.4

A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.

YES The Shareholder Communication Strategy provides that security holders can register with the Company to receive email notifications when an announcement is made by the Company to the ASX, including the release of the Annual Report, half yearly reports and quarterly reports. Links are made available to the Company’s website on which all information provided to the ASX is immediately posted.

Shareholders queries should be referred to the Company Secretary at first instance.

Principle 7: Recognise and manage risk

Recommendation 7.1


a. have a committee or committees to oversee risk, each of which:



and disclose:


iv. the members of the committee; and

v. as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

b. if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the process it employs for overseeing the entity’s risk management framework.

NO a. The Company does not have an Audit and Risk Committee. The Company’s Corporate Governance Plan contains an Audit and Risk Committee Charter that provides for the creation of an Audit and Risk Committee (if it is considered it will benefit the Company), with at least three members, all of whom must be independent Directors, and which must be chaired by an independent Director. A copy of the Corporate Governance Plan is available on the Company’s website

b. The Company does not have an Audit and Risk Committee as the Board consider the Company will not currently benefit from its establishment. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Audit and Risk Committee under the Audit and Risk Committee Charter including the following processes to oversee the entity’s risk management framework:

i. the Board devotes time at quarterly Board meetings to fulfilling the roles and responsibilities associated with overseeing risk and maintaining the entity’s risk management framework and associated internal compliance and control procedures; and

ii. all members of the Board are involved in the Company’s risk function to ensure the proper maintenance of the entity.




Recommendation 7.2

The Board or a committee of the Board should:

a. review the entity’s risk management framework with management at least annually to satisfy itself that it continues to be sound; and

b. disclose in relation to each reporting period, whether such a review has taken place.

YES a. The Audit and Risk Committee Charter requires that the Audit and Risk Committee (or, in its absence, the Board) should, at least annually, satisfy itself that the Company’s risk management framework continues to be sound.

b. The Company’s Corporate Governance Plan requires the Company to disclose at least annually whether such a review of the company’s risk management framework has taken place.

Recommendation 7.3

A listed entity should disclose:

a. if it has an internal audit function, how the function is structured and what role it performs; or

b. if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.

YES a. The Audit and Risk Committee Charter provides for the Audit and Risk Committee to monitor the need for an internal audit function.

b. The Company does not have an internal audit function as the function is currently performed by the entire Board. Details of the Company’s Audit and Risk Committee Charter can be found in the Company’s Corporate Governance Plan.

Recommendation 7.4

A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.

YES The Audit and Risk Committee Charter requires the Audit and Risk Committee (or, in its absence, the Board) to assist management determine whether the Company has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.

The Company’s Corporate Governance Plan requires the Company to disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. The Company will disclose this information in its Annual Report and on its ASX website as part of its continuous disclosure obligations.




Principle 8: Remunerate fairly and responsibly

Recommendation 8.1


a. have a remuneration committee which:



and disclose:


iv. the members of the committee; and

v. as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

b. if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for Directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

YES a. The Company does not have a Remuneration Committee. The Company’s Corporate Governance Plan contains a Remuneration Committee Charter that provides for the creation of a Remuneration Committee (if it is considered it will benefit the Company), with at least three members, a majority of whom must be independent Directors, and which must be chaired by an independent Director.

b. The Company does not have a Remuneration Committee as the Board considers the Company will not currently benefit from its establishment. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Remuneration Committee under the Remuneration Committee Charter including the following processes to set the level and composition of remuneration for Directors and senior executives and ensuring that such remuneration is appropriate and not excessive:

i. the Board devotes time at the annual Board meeting to assess the level and composition of remuneration for Directors and senior executives;

Recommendation 8.2

A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive Directors and the remuneration of executive Directors and other senior executives and ensure that the different roles and responsibilities of non-executive Directors compared to executive Directors and other senior executives are reflected in the level and composition of their remuneration.

YES The Company’s Corporate Governance Plan requires the Board to disclose its policies and practices regarding the remuneration of Directors and senior executives, which is disclosed in the Company’s annual report.

Recommendation 8.3

A listed entity which has an equity-based remuneration scheme should:

a. have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and

b. disclose that policy or a summary of it.

YES a. The Company has an equity based remuneration scheme. The Company has a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme.

b. A copy of the policy will be provided on the Company’s website and in the Annual Report.




MATERIAL CONTRACTS12


All contracts which may be material in terms of the Offer or the operation of the business of the Company are summarised below.

12.1 CORPORATE ADVISORY AND LEAD MANAGER MANDATEOn 28 September 2016, the Company and Lodge Corporate Pty Ltd (ACN 125 323 168) (Lodge Corporate) entered into an agreement pursuant to which Lodge Corporate agreed to act as lead manager and provide corporate advisory services in relation to the Offer (Mandate). The key terms and conditions of the Mandate are as follows:a. (Fees): The Company agrees to pay Lodge

Corporate the following fees:i. a management fee of 2% on the gross

proceeds of the Offer; and ii. a selling fee of 4% on the gross proceeds

of the Offer. Lodge Corporate will be responsible for payments to syndicated brokers and selling agents;

b. (Retainer): The Company has agreed pay Lodge Corporate a monthly retainer of $10,000 (plus GST) for a minimum period of twelve (12) months;

c. (Success Fee): The Company has agreed to pay Lodge Corporate a success fee of $150,000 payable through the issue of 500,000 Shares within seven (7) days of the Company listing on the ASX;

d. (Continuing Service): Upon completion of the Company listing on the ASX, the Company has agreed to retain Lodge Corporate on an exclusive basis to provide ongoing corporate advisory services including any additional raisings of capital for a period of twelve (12) months;

e. (Termination): Either party may terminate the Mandate with or without cause by providing seven (7) days written notice.

The Mandate otherwise contains terms and conditions that are considered standard for an agreement of this nature.

12.2 RELATED PARTY AGREEMENTSRefer to Section 7.14 for details of the related party agreements.

12. MATERIAL CONTRACTS

12. MATERIAL CONTRACTS


ADDITIONAL INFORMATION13



13.1 LITIGATIONAs at the date of this Prospectus, the Company is not involved in any legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against the Company.

13.2 RIGHTS ATTACHING TO SHARESThe following is a summary of the more significant rights attaching to Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.Full details of the rights attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

(a) General meetingsShareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act and the Constitution.

(b) Voting rightsSubject to any rights or restrictions for the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders:i. each Shareholder entitled to vote may vote in

person or by proxy, attorney or representative;ii. on a show of hands, every person present

who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and

iii. on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid Shares shall have such number of votes as bears the same proportion to the total of such Shares

registered in the Shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

(c) Dividend rightsSubject to the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend which shall be payable on all Shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares.The Directors may from time to time pay to the Shareholders any interim dividends as they may determine. No dividend shall carry interest as against the Company. The Directors may set aside out of the profits of the Company any amounts that they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.Subject to the ASX Listing Rules and the Corporations Act, the Company may, by resolution of the Directors, implement a dividend reinvestment plan on such terms and conditions as the Directors think fit and which provides for any dividend which the Directors may declare from time to time payable on Shares which are participating Shares in the dividend reinvestment plan, less any amount which the Company shall either pursuant to the Constitution or any law be entitled or obliged to retain, be applied by the Company to the payment of the subscription price of Shares (d) Winding-upIf the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, divide among the shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

13. ADDITIONAL INFORMATION



The liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other securities in respect of which there is any liability.

(e) Shareholder liabilityAs the Shares under the Prospectus are fully paid shares, they are not subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

(f) Transfer of SharesGenerally, Shares are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act or the ASX Listing Rules.

(g) Variation of rightsPursuant to Section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to Shares.If at any time the share capital is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the consent in writing of the holders of three-quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

(h) Alteration of ConstitutionThe Constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

13.3 TERMS AND CONDITIONS OF CONVERSION OPTIONSEach Conversion Option entitles the holder (Option Holder) to subscribe for and be issued one fully paid ordinary share (Ordinary Share) in the Company on the following terms (terms defined in this section are applicable to this section only unless the context indicates otherwise):a. Each Conversion Option is exercisable at any

time after the date on which the Conversion Option is issued (Vesting Date), until and including their expiry date, namely 3 years from the Vesting Date (Expiry Date). Any Options not exercised by the Expiry Date will automatically lapse on the Expiry Date.

b. A Conversion Option may be exercised by the Option Holder giving written notice (Notice of Exercise) to the Company at its registered office prior to the Expiry Date.

c. The exercise price for each Conversion Option (which is payable immediately on exercise) is $0.30 (Exercise Price).

d. On receipt by the Company of the Notice of Exercise and payment of the Exercise Price, the Company must, within 5 Business Days and if the Ordinary Shares are listed on the Australian Stock Exchange (ASX) within the time period prescribed by the Listing Rules of the ASX (ASX Listing Rules): i. allot to the Option Holder one Share in the Company for each Conversion Option exercised by the Option Holder; ii. cause to be dispatched to the Option Holder the relevant acknowledgement of issue, a holding statement or share certificate (as applicable) as soon as is reasonably practicable detailing the issue of the relevant Ordinary Share/s; and iii. issue (if applicable) a new holding statement (or Option Certificate) for the balance of the Options that remain unexercised.

e. Ordinary Shares allotted on the exercise of Conversion Options will rank equally in all respects with the then existing issued ordinary




fully paid shares in the capital of the Company (except in respect to any dividends which shall have been declared but not yet distributed before the actual exercise of an Conversion Option) and will be subject to the provisions of the Constitution of the Company.

f. The Conversion Options and any Shares issued on exercise of the Conversion Options will be subject to normal escrow restrictions imposed in accordance with the ASX Listing Rules.

g. The Conversion Options are transferable by an Option Holder on written notice to the Company, and where the Ordinary Shares are quoted, in accordance with the ASX Listing Rules. The transferor of an Option remains the holder of that Conversion Option until the name of the transferee is recorded in the Option Register as the holder of that Conversion Option.

h. In the event of a pro rata issue of Ordinary Shares by the Company, the Exercise Price for each Conversion Option will be adjusted in accordance with Listing Rule 6.22.2 of the ASX Listing Rules (which adjustment formula will apply even where the Company is not admitted to the ASX Official List).

i. If any reorganisation (including consolidation, subdivision, reduction, return or cancellation) of the issued capital of the Company occurs before the expiry of any Conversion Options, the number of Conversion Options to which each Option Holder is entitled or the Exercise Price of his or her Conversion Options or both must be reorganised in accordance with the ASX Listing Rules applying to a reorganisation at the time of the reorganisation (which adjustment formula will apply even where the Company is not admitted to the ASX Official List).

j. An Conversion Option does not confer the right to participate in new issues of capital offered to holders of Ordinary Shares (Rights Entitlement) during the currency of the Conversion Options without exercising the Conversion Options. However, the Company will ensure that for the purpose of determining Rights Entitlements to any such issue, the Conversion Option Holder is to receive written notice from the Company of the pending closing or record date and sufficient time for the Conversion Option Holder to exercise

the Conversion Options prior to that closing or record date in order to qualify for the participation in the Rights Entitlement.

k. If the Ordinary Shares are listed for quotation on the ASX, the Company will apply to the ASX for, and will use its best endeavours to obtain, quotation or listing of all Ordinary Shares allotted on the exercise of any Conversion Options within 10 Business Days (as defined in the Listing Rules of the ASX) of allotment.

l. In the event of the liquidation of the Company, all unexercised Conversion Options will lapse upon the occurrence of that liquidation.

m. The Conversion Options do not provide any entitlement to dividends paid to ordinary shareholders.

n. The Conversion Options do not entitle the Option Holder to vote at any meeting of shareholders.

o. To the extent that any of these Option Terms and Conditions are inconsistent with or contrary to the ASX Listing Rules (if any), the ASX Listing Rules provisions will prevail and these Option Terms and Conditions are deemed to incorporate the relevant ASX Listing Rules provisions as an amendment to these terms; and

p. These terms and conditions are governed by the law of Victoria. The parties submit to the non-exclusive jurisdiction of the courts of Victoria

13.4 TERMS AND CONDITIONS OF THE CONVERTIBLE NOTESThe Company has recently completed a $250,000 raising via the issue of 250,000 Convertible Notes to an unrelated party of the Company. A summary of the Convertible Note terms is set out below:a. (Face value): Each note (Note) has a face

value of $1.00.b. (Interest): The Notes have an interest

component of 12% per annum, which accrues daily commencing from 31 December 2016. The Company agrees to convert any accrued unpaid interest on the same date the Note is converted.

c. (Security and maturity): The Notes are



secured over all assets of the Company and have a maturity date of 30 April 2017 (or upon the occurrence of (and failure to remedy) an event of default). The Noteholder is obligated to discharge the security interest following conversion of the Notes.

d. (Conversion): The Notes shall automatically convert into Shares and Options in the Company upon the Company receiving a conditional approval letter to list on the ASX, and the Board being satisfied that the Company can meet each condition as outlined in the conditional approval letter.

e. (Conversion Price): The conversion of each Note into Shares will be as follows: i. if the Notes convert before 31 December 2016, each Note will convert into approximately 5.5667 Shares; and ii. if the Notes convert after 31 December 2016, each Note will convert into approximately 8.3333 Shares.

f. (Conversion Options): Conversion Shares to be issued on conversion of the Convertible Notes will have: i. if the Notes convert before 31 December 2016, 1 free attaching Option (the terms and conditions of which are set out at Section 13.3) will be issued to the relevant noteholder (Noteholder) for every 3 Shares issued under the Note; and ii. if the Notes convert after 31 December 2016, 1 free attaching Option will be issued to the relevant Noteholder for every 2 Shares issued under the Note.

13.5 KEY TERMS AND CONDITIONS OF THE COMPANY’S OPTION PLANKey terms and conditions of the Company’s Option Plan are set out below (terms defined in this section are applicable to this section only unless the context indicates otherwise):(a) Eligibility: Participants in the Option Plan may be:i. a Director (whether executive or non-executive)

of the Company and any associated body corporate of the Company (each a Group Company);

ii. a full or part time employee of any Group Company;

iii. a casual employee or contractor of a Group Company to the extent permitted by ASIC Class Order 14/1000 as amended or replaced (Class Order); or

iv. a prospective participant, being a person to whom the offer is made but who can only accept the offer if an arrangement has been entered into that will result in the person becoming a participant under subparagraphs (i), (ii), or (iii) above,

v. who is declared by the Board to be eligible to receive grants of Options under the Option Plan (Eligible Participants).

(b) Offer: The Board may, from time to time, in its absolute discretion, make a written offer to any Eligible Participant (including an Eligible Participant who has previously received an offer) to apply for up to a specified number of Options, upon the terms set out in the Option Plan and upon such additional terms and conditions as the Board determines. (c) Plan limit: The Company must have reasonable grounds to believe, when making an offer, that the number of Shares to be received on exercise of Options offered under an offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made in reliance on the Class Order at any time during the previous 3 year period under an employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the offer. (d) Issue price: Unless the Options are quoted on the ASX, Options issued under the Option Plan will be issued for no more than nominal cash consideration.



(e) Vesting Conditions: An Option may be made subject to vesting conditions as determined by the Board in its discretion and as specified in the offer for the Option.

(f) Vesting: The Board may in its absolute discretion (except in respect of a Change of Control occurring where Vesting Conditions are deemed to be automatically waived) by written notice to a Participant (being an Eligible Participant to whom Options have been granted under the Option Plan or their nominee where the Options have been granted to the nominee of the Eligible Participant (Relevant Person)), resolve to waive any of the Vesting Conditions applying to Options due to:i. Special Circumstances arising in relation

to a Relevant Person in respect of those Performance Rights, being: (A) a Relevant Person ceasing to be an Eligible Participant due to: (I) death or Total or Permanent Disability of a

Relevant Person; or(II) Retirement or Redundancy of a Relevant

Person; (B) a Relevant Person suffering Severe Financial Hardship; (C) any other circumstance stated to constitute “Special Circumstances” in the terms of the relevant Offer made to and accepted by the Participant; or (D) any other circumstances determined by the Board at any time (whether before or after the Offer) and notified to the relevant Participant which circumstances may relate to the Participant, a class of Participant, including the Participant or particular circumstances or class of circumstances applying to the Participant; or

ii. a Change of Control occurring; oriii. the Company passing a resolution for voluntary

winding up, or an order is made for the compulsory winding up of the Company.

(g) Lapse of an Option: An Option will lapse upon the earlier to occur of:i. an unauthorised dealing in the Option;ii. a Vesting Condition in relation to the Option

is not satisfied by its due date, or becomes incapable of satisfaction, unless the Board exercises its discretion to waive the Vesting Conditions and vest the Option in the circumstances set out in paragraph (f) or the Board resolves, in its absolute discretion, to allow the unvested Options to remain unvested after the Relevant Person ceases to be an Eligible Participant;

iii. in respect of unvested Option only, an Eligible Participant ceases to be an Eligible Participant, unless the Board exercises its discretion to vest the Option in the circumstances set out in paragraph (f) or the Board resolves, in its absolute discretion, to allow the unvested Options to remain unvested after the Relevant Person ceases to be an Eligible Participant;

iv. in respect of vested Options only, a relevant person ceases to be an Eligible Participant and the Option granted in respect of that person is not exercised within one (1) month (or such later date as the Board determines) of the date that person ceases to be an Eligible Participant;

v. the Board deems that an Option lapses due to fraud, dishonesty or other improper behaviour of the Eligible Participant;

vi. the Company undergoes a Change of Control or a winding up resolution or order is made and the Board does not exercise its discretion to vest the Option;

vii. the expiry date of the Option. (h) Shares: Shares resulting from the exercise of the Options shall, subject to any Sale Restrictions (refer paragraph (i)) from the date of issue, rank on equal terms with all other Shares on issue. (i) Sale Restrictions: The Board may, in its discretion, determine at any time up until exercise of Options, that a restriction period will apply to some or all of the Shares issued to an Eligible Participant (or their eligible nominee) on exercise of those Options up to a maximum of



seven (7) years from the grant date of the Options. In addition, the Board may, in its sole discretion, having regard to the circumstances at the time, waive any such restriction period determined. (j) No Participation Rights: There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.

(k) Change in exercise price of number of underlying securities: Unless specified in the offer of the Options and subject to compliance with the ASX Listing Rules, an Option does not confer the right to a change in exercise price or in the number of underlying Shares over which the Option can be exercised.

(l) Reorganisation: If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a holder of an Option are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.

(m) Trust: The Board may, at any time, establish a trust for the sole purpose of acquiring and holding Shares in respect of which a Participant may exercise, or has exercised, vested Options, including for the purpose of enforcing the disposal restrictions and appoint a trustee to act as trustee of the trust. The trustee will hold the Shares as trustee for and on behalf of a Participant as beneficial owner upon the terms of the trust. The Board may at any time amend all or any of the provisions of the Option Plan to effect the establishment of such a trust and the appointment of such a trustee.

13.6 INTERESTS OF DIRECTORSOther than as set out in this Prospectus, no Director or proposed Director holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:a. the formation or promotion of the Company;b. any property acquired or proposed to be

acquired by the Company in connection with: i. its formation or promotion; or ii. the Offer; or

c. the Offer,and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to a Director or proposed Director:a. as an inducement to become, or to qualify as,

a Director; orb. for services provided in connection with:

i. the formation or promotion of the Company; or ii. the Offer.

13.7 INTERESTS OF EXPERTS AND ADVISERSOther than as set out below or elsewhere in this Prospectus, no:a. person named in this Prospectus as

performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;

b. promoter of the Company; orc. underwriter (but not a sub-underwriter) to the

issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue,

holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:a. the formation or promotion of the Company;b. any property acquired or proposed to be

acquired by the Company in connection with: i. its formation or promotion; or ii. the Offer; or

c. the Offer,



and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of these persons for services provided in connection with:a. the formation or promotion of the Company; orb. the Offer.IP Solved (ANZ) Pty Ltd has acted as Patent Attorney and has prepared the Intellectual Property Report which is included in Section 10. The Company estimates it will pay IP Solved (ANZ) Pty Ltd a total of $3,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, IP Solved (ANZ) Pty Ltd has been paid $17,555 (excluding GST for services provided to the Company in relation to patent and trademark services).Greenwich & Co Audit Pty Ltd (Greenwich & Co) has acted as Investigating Accountant and has prepared the Investigating Accountant’s Report which is included in Section 9. The Company estimates it will pay Greenwich & Co a total of $12,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Greenwich & Co has been paid $6,010 (excluding GST) for auditing services provided to the Company.Lodge Corporate Pty Ltd has acted as Lead Manager in relation to the Offer. The Company estimates it will pay Lodge Corporate Pty Ltd the fees as set out in Section 12.1 for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Lodge Corporate Pty Ltd has not received any fees from the Company for corporate services.On-Market BookBuilds Pty Ltd has acted as Distribution Platform in relation to the Offer. On-Market BookBuilds Pty Ltd will be paid a selling fee by the Lead Manager for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, On-Market BookBuilds Pty Ltd has not received any fees from the Company for corporate services.Steinepreis Paganin has acted as the solicitors to the Company in relation to the Offer. The Company estimates it will pay Steinepreis Paganin $80,000 (excluding GST) for these services. Subsequently, fees will be charged in accordance with normal

charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin has been paid $17,722.52 (excluding GST) for legal services provided to the Company.

13.8 CONSENTSChapter 6D of the Corporations Act imposes a liability regime on the Company (as the offeror of the Securities), the Directors, the persons named in the Prospectus with their consent as Proposed Directors, any underwriters, persons named in the Prospectus with their consent having made a statement in the Prospectus and persons involved in a contravention in relation to the Prospectus, with regard to misleading and deceptive statements made in the Prospectus, Although the Company bears primary responsibility for the Prospectus, the other parties involved in the preparation of the Prospectus can also be responsible for certain statements made in it.Each of the parties referred to in this Section:a. does not make, or purport to make, any

statement in this Prospectus other than those referred to in this Section; and

b. in light of the above, only to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section.”

IP Solved has given its written consent to being named as the Patent Attorney in this Prospectus, the inclusion of the Intellectual Property Report in Section 10 in the form and context in which the report is included. IP Solved has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.Greenwich & Co has given its written consent to being named as Investigating Accountant and auditor in this Prospectus and to the inclusion of the Investigating Accountant’s Report in Section 9 in the form and context in which the information and report is included. Greenwich & Co has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.


Lodge Corporate has given its written consent to being named as the lead manager to the Company in this Prospectus. Lodge Corporate has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC. On-Market BookBuilds Pty Ltd has given its written consent to being named as the Distribution Platform to the Company in this Prospectus. On-Market BookBuilds Pty Ltd has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC. Steinepreis Paganin has given its written consent to being named as the solicitors to the Company in this Prospectus. Steinepreis Paganin has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC. Link Market Services Limited has given its written consent to being named as the Share registry to the Company in this Prospectus. Link Market Services Limited has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

13.9 EXPENSES OF THE OFFERThe total expenses of the Offer (including GST) are estimated to be approximately $430,000 (assuming minimum subscription) or $500,000 (assuming full subscription) and are expected to be applied towards the items set out in the table below:

Item of Expenditure

Minimum Subscription ($4,000,000)

Assuming full oversubscriptions

of an additional $1,000,000

($5,000,000)

ASIC fees $2,350 $2,350

ASX fees $80,000 $90,000

Broker Commissions

$240,000 $300,000

Legal fees $80,000 $80,000

Investigating Accountant’s Fees

$12,000 $12,000

Patent Attorney’s Fees

$3,000 $3,000

Printing and Distribution

$2,000 $2,000

Miscellaneous $10,650 $10,650

Total $430,000 $500,000

13.10 CONTINUOUS DISCLOSURE OBLIGATIONSFollowing admission of the Company to the Official List, the Company will be a “disclosing entity” (as defined in Section 111AC of the Corporations Act) and, as such, will be subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company will be required to continuously disclose any information it has to the market which a reasonable person would expect to




have a material effect on the price or the value of the Company’s securities.Price sensitive information will be publicly released through ASX before it is disclosed to shareholders and market participants. Distribution of other information to shareholders and market participants will also be managed through disclosure to the ASX. In addition, the Company will post this information on its website after the ASX confirms an announcement has been made, with the aim of making the information readily accessible to the widest audience.

13.11 ELECTRONIC PROSPECTUSIf you have received this Prospectus as an electronic prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please contact the Company and the Company will send you, for free, either a hard copy or a further electronic copy of this Prospectus or both. Alternatively, you may obtain a copy of this Prospectus from the website of the Company at www.secure2go.com. The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

13.12 FINANCIAL FORECASTSThe Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

13.13 CLEARING HOUSE ELECTRONIC SUB-REGISTER SYSTEM (CHESS) AND ISSUER SPONSORSHIPThe Company will apply to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company.Electronic sub-registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with statements (similar to a bank account statement) that set out the number of Shares issued to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.Electronic sub-registers also mean ownership of securities can be transferred without having to rely upon paper documentation. Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

13.14 PRIVACY STATEMENTBy completing and returning an Application Form, you will be providing personal information directly or indirectly to the Company, the Share Registry, and related bodies corporate, agents, contractors and third party service providers of the foregoing (Collecting Parties). The Collecting Parties collect, hold and will use that information to assess your Application, service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you as a Shareholder.By submitting an Application Form, you authorise the Company to disclose any personal information contained in your Application Form (Personal Information) to the Collecting Parties where necessary, for any purpose in connection with the Offer, including processing your acceptance of the Offer and complying with applicable law, the ASX Listing Rules, the ASX Settlement Operating Rules and any requirements imposed by any Public Authority.



If you do not provide the information required in the Application Form, the Company may not be able to accept or process your acceptance of the Offer. If the Offer is successfully completed, your Personal Information may also be used from time to time and disclosed to persons inspecting the register of Shareholders, including bidders for your securities in the context of takeovers, public authorities, authorised securities brokers, print service providers, mail houses and the Share Registry.Any disclosure of Personal Information made for the above purposes will be on a confidential basis and in accordance with the Privacy Act 1988 (Cth) and all other legal requirements. If obliged to do so by law or any Public Authority, Personal Information collected from you will be passed on to third parties strictly in accordance with legal requirements. Once your Personal Information is no longer required, it will be destroyed or de-identified. As at the date of this Prospectus, the Company does not anticipate that Personal Information will be disclosed to any overseas recipient.Subject to certain exemptions under law, you may have access to Personal Information that the Collecting Parties hold about you and seek correction of such information. Access and correction requests, and any other queries regarding this privacy statement, must be made in writing to the Share Registry at the address set out in the Corporate Directory of this Prospectus. A fee may be charged for access.


DIRECTORS’ AUTHORISATION14



DIRECTORS’ AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC.

Wesley Lawrence Executive Director For and on behalf of Secure2Go Group Limited

14. DIRECTORS’ AUTHORISATION


GLOSSARY

15


15. GLOSSARY

$ means an Australian dollar.

Application Form means the application form attached to or accompanying this Prospectus or the electronic application form which can be accessed via www.onmarketbookbuilds.com.au or via the OnMarket app relating to the Offer.

ASIC means Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it as the context requires.

ASX Listing Rules means the official listing rules of ASX.

Board means the Board of Directors as constituted from time to time.

Closing Date means the closing date of the Offer as set out in Section 2.1 (subject to the Company reserving the right to extend the Closing Date or close the Offer early).

Communications Platform means the Secure2Go product software and apps.

Company or Secure2Go means Secure2Go Group Limited (ACN 612 127 867).

Connectivity Device means Secure2Go product hardware.

Constitution means the constitution of the Company.

Conversion Option means an Options issued upon conversion of the Convertible Note with their terms and conditions contained at section 13.3.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company at the date of this Prospectus.

Existing Shareholder means a person who holds a Share in the Company as at the date of this Prospectus.

Exposure Period means the period of 7 days after the date of lodgement of this Prospectus, which period may be extended by the ASIC by not more than 7 days pursuant to Section 727(3) of the Corporations Act.

Group means Secure2Go and Secure2Go Pty Ltd (ACN 602 479 845).

IoT means internet of things.

Market-Ready Solutions means SECUREboat, SECUREdrive, SECUREwatch and SilentSignal, and SECUREasset.

Minimum Subscription means the minimum subscription of 13,333,334 Shares to raise at least $4,000,000.

Noteholder Offer means the offer of shares and options to Jetan Pty Ltd (ACN 001 261 347) pursuant to this Prospectus as set out in Section 5.3.

Noteholder Offer Closing Date means the closing date of the Noteholder Offer as set out in Section 2.1 (subject to the Company reserving the right to extend the Closing Date or close the Offer early).

Offer means the offer of Shares pursuant to this Prospectus as set out in Section 5.

Official List means the official list of ASX.

Official Quotation means official quotation by ASX in accordance with the ASX Listing Rules.

OnMarket means On-Market BookBuilds Pty Ltd (ACN 140 632 024).

OnMarket Bookbuild Facility means the automated bookbuild facility operated by OnMarket to enable a trading participant acting on behalf of an entity to offer and allocate financial products and to enable trading participants to enter bids for those financial products (including where financial products are offered, bid for and allocated by way of the purchase and immediate exercise of rights to subscribe for those financial products).

Option means an Option to acquire a Share.

Prospectus means this Prospectus.

Recommendations means The Corporate Governance Principles and Recommendations (3rd Edition) as published by ASX Corporate Governance Council.

Section means a section of this Prospectus.

Secure2Go Pty Ltd means Secure2Go Pty Ltd (ACN 602 479 845).

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of Shares.

WST means Western Standard Time as observed in Perth, Western Australia.

15. GLOSSARYWhere the following terms are used in this Prospectus they have the following meanings:



Your Guide to the Application Form

CORRECT FORMS OF REGISTRABLE NAMESNote that ONLY legal entities are allowed to hold Shares. Applications must be in the name(s) of natural persons or companies. At least one full given name and the surname is required for each natural person. The name of the beneficiary or any other non-registrable name may be included by way of an account designation if completed exactly as described in the examples of correct forms below.

Put the name(s) of any joint Applicant(s) and/or account description using < > as indicated above in designated spaces at section C on the Application Form.

YOU SHOULD READ THE PROSPECTUS CAREFULLY BEFORE COMPETING THIS APPLICATION FORMThis Application Form relates to the Offer of up to 16,666,667 fully paid ordinary shares in Secure2Go Group Limited at $0.30 per Share. The Prospectus will expire 13 months from the date of issue in Australia and no Shares will be issued on the basis of this Prospectus after the expiry date in the relevant jurisdiction. The Prospectus contains information about investing in the Shares and it is advisable to read this document before applying for Shares. Please complete all relevant sections of the appropriate Application Form using BLOCK LETTERS. These instructions are cross-referenced to each section of the Application Form.A Number of Shares Applied For: Enter the number of Shares you wish to apply

for. Applications for Shares must be for a minimum of 7,000 Shares and thereafter in multiples of 1,000 Shares and payment must be made in full at the issue price of $0.30 per Share.

B Application Monies: Enter the amount of Application Monies. To calculate the amount, multiply the number of Shares by the issue price of $0.30 per Share. The minimum amount of Application Monies is $2,100 and thereafter in multiples of $300. Applications for less than the minimum amount may be rejected.

C Application Name(s): Enter your Application Name(s) in accordance with the Correct Form of Registerable Title as indicated below. Applications using the wrong form of names may be rejected. Clearing House Electronic Subregister System (CHESS) participants should complete their name identically to that presently registered in the CHESS.

D Postal/Registration Address: Enter your postal or registration address for all correspondence. All communications to you from the Share Registry will be mailed to the person(s) and address as shown. For joint applicants, only one address can be entered.

E CHESS: If you are a CHESS participant or sponsored by a CHESS participant, you may enter your CHESS HIN if you would like the allocation to be directed to your HIN. Please note that the registration details you provide in sections C and D must match your CHESS account details exactly. Otherwise, leave this section blank, and on allotment you will be sponsored by the Company and allocated a Securityholder Reference Number (SRN).

F Tax File Number, ABN or Exemption: Enter your Australian tax file number (TFN) or ABN or exemption category, if you are an Australian resident. Where applicable, please enter the TFN/ABN of each Joint Applicant. Collection of TFN’s is authorised by taxation laws. Quotation of your TFN is not compulsory and will not affect your Application Form.

G Contact Details: Enter your contact details. This is not mandatory but it will assist us if we need to contact you regarding this Application.

H Payment: Complete Cheque details as requested. Make your cheque, bank draft, or money order payable in Australian dollars to “Secure2Go Group Limited” and cross it “Not Negotiable”. Cash will not be accepted. The total payment amount must agree with the amount shown in step B. Receipts will not be forwarded. Funds cannot be directly debited from your bank account.

LODGEMENT INSTRUCTIONSThis Application Form and your cheque, money order or bank draft must be mailed or delivered so that it is received before 5:00pm (WST) on 21 December 2016 (unless closed earlier) at: Mailing Address Hand DeliverySecure2Go Group Limited Secure2Go Group LimitedC/- Link Market Services Limited C/- Link Market Services LimitedLocked Bag A14 1A Homebush Bay DriveSydney South NSW 1235 Rhodes NSW 2138 (do not use this address for mailing purposes)

PERSONAL INFORMATION COLLECTION NOTIFICATION STATEMENTPersonal information about you is held on the public register in accordance with Chapter 2C of the Corporations Act 2001. For details about Link Group’s personal information handling practices including collection, use and disclosure, how you may access and correct your personal information and raise privacy concerns, visit our website at www.linkmarketservices.com.au for a copy of the Link Group condensed privacy statement, or contact us by phone on +61 1800 502 355 (free call within Australia) 9am–5pm (Sydney time) Monday to Friday (excluding public holidays) to request a copy of our complete privacy policy.

DECLARATIONBy submitting the Application Form with your Application Monies, I/we declare that I/we:• have read the Prospectus dated 18 November 2016 in full;• have read the Privacy Policy available at www.secure2go.com/privacy; • have received a copy of the electronic or printed Prospectus;• declare that all details and statements made by me/us are complete and accurate;• acknowledge that the Company will send me/us a paper copy of the Prospectus free

of charge if I/we request so during the currency of the Prospectus;• acknowledge that returning the Application Form with the Application Monies will

constitute my/our offer to subscribe for Shares in the Company and that no notice of acceptance of the Application will be provided.

• agree and consent to the Company collecting, holding, using and disclosing my/our personal information in accordance with the Privacy Policy;

• where I/we have been provided information about another individual, warrant that I/we have obtained that individual’s consent to the transfer of their information to the Company and have provided that individual with a copy of, or details as to where to obtain, the Privacy Policy;

• acknowledge that once the Company accepts my/our Application Form, I/we may not withdraw it;

• am/are over 18 years of age;• apply for the number of Shares that I/we apply for (or a lower number allocated in a

manner allowed under the Prospectus);

• agrees to take any number of Shares equal to or less than the number of Shares indicated in Section A that may be allotted to me/us pursuant to the Prospectus;

• acknowledge that my/our application may be rejected by the Company in consultation with the Lead Manager in its absolute discretion;

• authorise the Lead Manager and the Company and their respective officers and agents to do anything on my/our behalf necessary (including the completion and execution of documents) to enable the Shares to be allocated to me/us

• agree to be bound by the terms and conditions set out in the Prospectus and by the Constitution of the Company;

• acknowledge that neither the Company nor any person or entity guarantees any particular rate of return on the Shares, nor do they guarantee the repayment of capital;

• represent, warrant and agree that I/we am/are not in the United States or a US Person and am/are not acting for the account or behalf of a US Person; and

• represent, warrant and agree that I/we have not received the Prospectus outside Australia, Hong Kong and New Zealand and am/are not acting on behalf of a person resident outside Australia, Hong Kong and New Zealand unless the Shares may be offered in my/our jurisdiction without contravention of the security laws of the jurisdiction or any need to register the Prospectus, the Shares or the Offer.

Type of Investor Correct Form of Registration Incorrect Form of RegistrationIndividualUse given names in full, not initials Mrs Katherine Clare Edwards K C EdwardsCompanyUse Company’s full title, not abbreviations Liz Biz Pty Ltd Liz Biz P/L or Liz Biz Co.Joint HoldingsUse full and complete names

Mr Peter Paul Tranche &Ms Mary Orlando Tranche

Peter Paul & Mary Tranche

TrustsUse the trustee(s) personal name(s)

Mrs Alessandra Herbert Smith<Alessandra Smith A/C>

Alessandra SmithFamily Trust

Deceased EstatesUse the executor(s) personal name(s)

Ms Sophia Garnet Post &Mr Alexander Traverse Post<Est Harold Post A/C>

Estate of late Harold PostorHarold Post Deceased

Minor (a person under the age of 18 years)Use the name of a responsible adult with an appropriate designation

Mrs Sally Hamilton<Henry Hamilton>

Master Henry Hamilton

PartnershipsUse the partners’ personal names

Mr Frederick Samuel Smith &Mr Samuel Lawrence Smith<Fred Smith & Son A/C>

Fred Smith & Son

Long Names Mr Hugh Adrian John Smith-Jones Mr Hugh A J Smith JonesClubs/Unincorporated Bodies/Business NamesUse office bearer(s) personal name(s)

Mr Alistair Edward Lilley<Vintage Wine Club A/C>

Vintage Wine Club

Superannuation FundsUse the name of the trustee of the fund

XYZ Pty Ltd<Super Fund A/C>

XYZ Pty LtdSuperannuation Fund












































Fred Smith & Son



Vintage Wine Club

































Type of InvestorCorrect Form of RegistrationIncorrect Form of RegistrationIndividualUse given names in full, not initialsMrs Katherine Clare EdwardsK C EdwardsCompanyUse Company’s full title, not abbreviationsLiz Biz Pty LtdLiz Biz P/L or Liz Biz Co.Joint HoldingsUse full and complete names














Fred Smith & Son

Long NamesMr Hugh Adrian John Smith-JonesMr Hugh A J Smith JonesClubs/Unincorporated Bodies/Business NamesUse office bearer(s) personal name(s)


Vintage Wine Club




Application Form

*S2G IPO001*

Broker Code

S2G IPO001

Adviser Code

G ( )Telephone Number where you can be contacted during Business Hours Contact Name (PRINT)

ECHESS HIN (if you want to add this holding to a specific CHESS holder, write the number here)

X

D

C

AApplications must be for a minimum of 7,000 Shares ($2,100) and thereafter in multiples of 1,000 Shares ($300)

Cheques, money orders or bank drafts should be made payable to “Secure2Go Group Limited” in Australian currency and crossed “Not Negotiable”.

HCheque, Money Order or Bank Draft Number BSB Account Number

-

Shares applied for Price per Share Application Monies

at B A$0.30, , A$ , , .

This is an Application Form for Shares in Secure2Go Group Limited (Company) under the Offer on the terms set out in the Prospectus dated 18 November 2016 (Prospectus). This Application Form is important. You should read the Company’s Prospectus, and any other Supplementary Prospectus (if applicable), carefully before completing this Application Form. If you are in doubt as to how to deal with this Application Form, please contact your accountant, lawyer, stockbroker, or other professional adviser. This Application Form and your cheque or bank draft must be received by 5:00pm (Perth time) on 21 December 2016 (unless closed earlier). Please follow the instructions to complete this application form (see reverse) and print clearly in BLOCK LETTERS using black or blue pen.

Title First Name Middle Name

PLEASE COMPLETE YOUR DETAILS BELOW (refer overleaf for correct forms of registrable names)Applicant #1 – Surname/Company Name

Designated account e.g. <Super Fund> (or Joint Applicant #3)

Title First Name Middle Name

Joint Applicant #2 – Surname

PLEASE COMPLETE ADDRESS DETAILSPO Box/RMB/Locked Bag/Care of (c/-)/Property name/Building name (if applicable)

Suburb/City or Town State Postcode

Unit Number/Level Street Number Street Name

Email address (only for purpose of electronic communication of shareholder information)

FTFN/ABN type – if NOT an individual, please mark the appropriate box Company Partnership Trust Super Fund

TFN/ABN/Exemption Code – First Applicant Joint Applicant #2 Joint Applicant #3

Secure2Go Group LimitedACN 612 127 867

LODGEMENT INSTRUCTIONS You must return your application so it is received before 5:00pm (WST) on 21 December 2016 (unless closed earlier), unless varied in accordance with the Corporations Act and ASX Listing Rules to: Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235.

Please note: that if you supply a CHESS HIN but the name and address details above in sections C and D do not match exactly with the registration details held at CHESS, any Shares issued as a result of the Offer will be held on the Issuer Sponsored subregister.

Total Amount A$ , , .

TO MEET THE REQUIREMENTS OF THE CORPORATIONS ACT 2001 (CTH), THIS APPLICATION FORM MUST NOT BE DISTRIBUTED UNLESS INCLUDED IN, OR ACCOMPANIED BY, THE PROSPECTUS OR REPLACEMENT PROSPECTUS.













































Fred Smith & Son



Vintage Wine Club















































Fred Smith & Son



Vintage Wine Club















































Fred Smith & Son



Vintage Wine Club















































Fred Smith & Son



Vintage Wine Club






96 Hay Street SUBIACO WA 6008

Telephone: 1300 001 246 Email: [email protected]

secure2go.com

Documents

PROSPECTUS - secure2go.com - Peace of Mind … have descriptions are for illustration only and should not be interpreted to mean that any person shown endorses the Prospectus or its