PRIVATE EQUITY INVESTMENT FIRMGLOBAL CORPORATE ADVISORY SERVICE

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OVERVIEW OF SNOWBALL GROUP

Snowball group is a leading corporate

finance advisory and private equity

investment firm assisting companies

with their growth strategies. We

identify investment opportunities,

invest in and facilitate access to

funding, while successfully managing

the entire process.

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04 ABOUT SNOWBALL GROUP

09 WHAT SNOWBALL GROUP DOES

15 SNOWBALL GROUP TEAM

CONTENTS

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We’re focused on private equity investments. We manage private equity investments from an Investor and Investee perspective

Snowball Group is a global private equity investment firm leveraging years of experience and expertise in corporate finance to successfully realise value in the companies under its management. Whether we’re advising companies we’ve invested in, managing companies on behalf of investors, or advising selected corporates with their growth strategies, Snowball Group is focused on leveraging the intrinsic value identified in each company, producing consistently strong earnings, and realising exceptional return on capital invested.

We take the time to analyse each investment opportunity to ensure it aligns with our investment criteria. Our due diligence is thorough focusing on three basic areas:

1. How the Core Value Proposition stands up;2. Capability and quality of the People; and3. Financials - Risk and Reward assessment.

ABOUT SNOWBALL GROUP

“Snowball Group

focuses on global

private equity

investments at early

or expansion stage.”

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WE’RE A CO-INVESTOR & MANAGER OF GLOBAL PRIVATE COMPANIES

For Snowball Group, experience has

taught us that the ‘Core Proposition’

has to stack up. When an investment

opportunity is identified and presented

to our team, we need to be satisfied

the core proposition has something

going for it. It needs to be capable of

making exceptional returns.

It could be the company has

something special or superior about its

products and services, ensuring above

average profits and a sustainable

competitive advantage.

Another key ingredient to the success

of any opportunity are the ‘People’. This

is very important to us and we make

no apologies in not compromising

on the quality of people managing

and operating the companies we

invest in or choose to advise. The

executives of investee companies

must be strong leaders, have proven

experience, especially in the sector the

Company operates in, have significant

business networks they can leverage

to the benefit of the company, possess

exceptional business skills, and most

of all are people of integity.

The third pillar involves the ‘Financials’

or in other words, the ‘Risks and

Rewards’. The companies we select

must be capable of demonstrating a

strong competitive advantage with

sustainable strong earnings growth.

We will devote considerable resources

in reviewing and analysing historical

and projected financial data, assessing

risks, and determining the company ‘s

worth.

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Snowball Group is relentless in its

approach, applying strict discipline

in assessing whether or not to

proceed with targeted investment

opportunities for our investors.

Once our due dligence is completed

we will negotiate an offer on behalf of

private equity investors and manage

the transaction to its successful

conclusion.

Beyond this, Snowball Group is

committed to the founding

shareholders and the new

investors to improve earnings

performance and the overall

value of the company.

We apply the same rigour in our

approach to managing investee

companies. Our professional team

are dedicated to working with the

executive management team of

investee companies, ensuring growth

objectives are achieved.

Our aim is to ensure investors realise

value in their investments by achieving

targeted earnings growth, strong yields

and increased capital growth.

To do that Snowball Group will

assist investees with their business

strategies, capital raisings, M&A

activity, divestitures if needed, capital

re-structuring, debt financing, ECM

strategies, and exits when the return is

ready to be realised.

Private Equity Investment & Advisory Firm

Snowball Group is not a private equity

fund. We prefer to invest directly in

private companies around the globe,

co- investing with a range of investors.

Our role is to manage the investee

companies to create strong yielding

assets for our investors as well as

exceptional return on investment.

Investment Criteria

Snowball Group will screen potential

investment opportunities by applying

investment criteria including:

1. Companies able to demonstrate

they’re in a sustainable growth

cycle, but limited by capital

constraints.

2. Companies that demonstrate

the potential to realise value

by capital injection, strategic

acquisitions, and/or the

introduction of advanced

technology.

3. Companies with a key

differentiator and capable

of a sustainable competitive

advantage.

4. Businesses operating for at least

5 years, achieving at least 2 years

of positive earnings.

5. Companies must have at least

annual revenue of $10 million to

be eligible.

6. Businesses capable of showing

consistently strong cash flows

over the previous 18 months.

7. Companies with a risk profile

represented in geniune and

sensible forecasted returns;

reflecting in the Company’s

valuation and offer price.

8. Organisations with proven and

quality executive management

with industry knowledge and

experience, strong compliance

skills, exceptional commercial

skills and most of all integrity at

the highest level.

“We work closely with investee companies and their management to ensure growth objectives are achieved”.

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9. Companies with a business model

capable of achieving economies

of scale, recurring revenue or

annuity type income, and don’t

require considerable investment

in capital expenditure. The

Company must have a global

perspective.

Our Preference

We prefer established mid-sized

companies with a solution to a

problem, or alternatively fill a gap in

the marketplace.

In particular, our focus is on

companies whose performance,

differentiator, value, and market

share can be greatly enhanced by

the introduction of technology. We’re

especially interested in technology

capable of creating scale on a global

basis with recurring revenue and

cash flows. That is, low touch annuity

income with low fixed costs.

We especially like ventures that can

exploit the benefits of Big Data and

advanced data analytics.

In addition, we realise to gain

exceptional returns a degree of risk

will be present. Our only caveat is the

risk can be measured and managed

by the executive management team

together with the professionals at

Snowball Group.

Our Approach

Snowball Group is independent and

offers advice that is appropriate. We

prepare and shape companies to get

the best possible ‘tailored’ solution.

Snowball Group has the expertise

and experience in determining the

right type of capital and investment

needed. At the same time we are able

to access the investor community

through our strong alliances to

facilitate and provide access to debt/

equity funding. Snowball Group knows

what investors want, allowing us to

package and sell the proposition.

Core Competency

As a trusted partner we have

experience in both corporate finance

and running businesses. We have

senior finance and corporate advisors

expert in a wide range of industry

sectors, including:

» Information Technology

» Telecommunications

» Energy & Energy Renewables

» Mining & Resources

» Life Sciences

» Agriculture

We have a web-based focus, especially

in respect to ‘Big Data’ and viable

businesses with an online commercial

application using sophisticated

analytic tools and business

intelligence solutions.

Snowball Group has a proven team of

corporate finance specialists with the

highest level of technical skills, the

ability to formulate effective business

and investment strategies, produce

company valuations, undertake

advanced financial modelling, conduct

risk assessments, put together

effective deal structures, manage

M&A negotiations, capital raisings

and the realisation of value through

divestitures; including strategic trade

sales or IPOs.

We position and prepare companies

for specific events, bringing a wealth

of industry and sector experience.

Snowball Group combines over 30

years of corporate finance experience

to tailor the right solution to take the

business to the next level.

Having run a variety of businesses we

understand the growth life-cycle of

businesses and appreciate challenges

and hurdles faced to reach the next

level.

Managing Specific Events

Snowball Group works closely with

companies to prepare and shape them

to meet the short to medium term

requirements of stakeholders and

investors.

We also provide the expertise to

facilitate and project manage these

events. We realise value through

specific events such as:

» Major Strategic Review

» Restructuring

» Short term capital funding

» Mezzanine funding

» Negotiated structured finance

» Private equity capital raisings

» Pre-IPO Planning

» IPOs/SecondaryMarket

» Major Capital Raisings on

and off-market

» Ongoing Capital Management

» Mergers, Partnerships & Alliances

» Acquisitions & Divestitures

» Takeovers, Sell-downs

» Privatisations

» MBO /LBO and Trade Sales

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“Our professional team of corporate finance specialists

can assist you at every stage of your business lifecycle.”

IDENTIFY OPPORTUNITIES, FACILITATE ACCESS TO CAPITAL, MANAGE THE PROCESS

SNOWBALL GROUP CO-INVESTS IN PRIVATE COMPANIES AROUND THE WORLD

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WHAT SNOWBALL GROUP DOES

Advisory - Business & Investment Strategies Our core competency focuses on providing effective business and investment strategies. Whether looking to grow the business, raise capital, position the company for an acquisition, or perhaps look at an exit we assist in shaping the company for the event.

Our aim is to improve performance and add value to the business,

placing the company in the best possible position to achieve a successful outcome.

It includes:

» Business reviews

» Operational, financial and

investment analysis

» Market and industry research

» Recommendation and preparation

of effective business strategies

» Developing corporate structures

» Capital management reviews

» Formulation of growth and

acquisition strategies

» Ownership transition (succession

planning, MBOs, business/asset

divestments)

Companies wanting to take the next

step to grow or looking to sell-down

to exit will need to focus on their

business strategies.

In many instances this will involve a

re-alignment of goals and objectives,

corporate restructures, improvement in

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operational and financial performance,

and changes to capital structures

leading up to the event. The best

way to go about this is to rely on

experienced and skilled professionals

who can show the pathway forward

and prepare the company in a way to

meet the requirements of investors/

acquirers. You also want an advisor

who has the resources and network to

facilitate and execute the transaction.

Snowball Group possess the

capabilities to achieve these

objectives by identifying and

facilitating solutions.

To achieve successful outcomes this

normally requires providing access

to debt and equity capital. Snowball

Group will manage the entire process.

Snowball Group will:

» Assist in determining the right

pathway forward and how to go

about it

» Gain a thorough understanding

of the business and the market it

operates in

» Ascertain the core value

proposition, risk profile, market

landscape, and key business

drivers

» Conduct due diligence of the

company and prepare

» business and investment

strategies

» Develop and assist in executing

possible changes to the corporate

structure

» Advise on improvements to

operational and financial

performance

» Review and improve the risk

profile

» Recommendations on capital

management strategies

» Prepare financial models for

valuation purposes

» Assist in the preparation of

presentations and information

memorandum for investors and/

or potential acquirers and/or

financiers

» Facilitate and project manage the

transaction to execution, and post

transaction stages

Advisory & Transactional - Capital Raisings

Snowball Group assists companies

prepare for private and public capital

raisings with access to the most

appropriate sources of funds. We then

project manage the transaction to its

successful conclusion.

It includes:

» Shaping companies to be investor

ready for a capital raising event

» Access to private equity investors

including institutional investors,

sophisticated investors, HNW

individuals, private equity funds,

and family offices

» Access to debt financing and debt

capital markets

» Preparation and management of

capital raising activities in the

equity capital markets (IPOs and

secondary market activity, new

issues and market sell downs)

» Company valuations and issue

pricing

» Assisting in the preparation of

offer documents, prospectus’, OIS,

information memorandums, and

investor presentations

» Project management of capital

raising activity

Our Approach

After assisting in developing funding

strategies, our expert team with

a proven track record in shaping

companies for capital raising events

will prepare the company to achieve

optimum results. By ensuring the

company is ready for the capital

raising process, we can then provide

access to the most appropriate sources

of funds that suit the company’s

requirements. This includes equity,

debt and mezzanine funding options.

Snowball Group will:

» Work with the management team

to develop long-term capital

strategies

» Review and analyse the business’

funding needs to determine

capital requirements

» Identify and gain access to the

most suitable sources of funds

available

» Manage the complete capital

raising process

» Prepare material for investor

presentations

» With respect to ECM capital

raising, establish an issue price,

structure the transaction, and

determine timing and costs

» In the case of debt finance,

negotiate the terms, cost of debt,

duration, capital restructures and

refinancing arrangements

» Initiate preliminary discussions

with investor groups, financial

institutions, and intermediaries

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» In the case of private equity

capital raisings, assist in the

negotiation, pricing, due diligence

process, and negotiation of

commercial arrangements

through to transaction execution

» ECM strategies selection

of underwriters/advisors,

presentations to investors,

issue price determination, and

secondary capital raising

Advisory & Transactional - Mergers & Acquisitions

Our team specialise in mergers and

acquisitions, with extensive experience

in managing successful transactions.

It includes:

» Developing M&A strategies

» Identifying potential acquisition

targets

» Detailed analysis and evaluation

» Negotiating deal structure and

pricing

» Managing the transaction to

completion

» Listed and unlisted company

acquisitions, strategic mergers,

on-market and off-market

transactions

» Takeover bids, reverse takeovers,

scheme of arrangement,

consolidations, and JV

arrangements

» Debt and/or equity funding &

mezzanine funding

Our Approach

Companies may seek to grow their

businesses and/or increase their

market share by acquiring companies

or assets. In many cases business

owners either don’t know where to

start and need assistance, or need the

services of a professional advisor to

identify, facilitate, and manage the

M&A process.

Snowball Group will:

» Formulate business and

investment strategies

» Put in place processes and

procedures in readiness for a

M&A event including corporate

governance, due diligence, risk

analysis and company valuation

processes

» Identify, analyse, and evaluate

acquisition targets

» Manage fund raising activities

(debt and equity)

» capital management

» Undertake preliminary due

diligence

» Provide rigorous and detailed due

diligence

» Prepare company valuations and

pricing

» Assist in the deal structure

» Manage negotiations through the

complete transaction lifecycle

Advisory & Transactional - Divestitures

A large part of Snowball Group’s

focus is to assist companies in their

divestment strategies. Whether

its part of a risk review, portfolio

diversification, due to a re-think on

strategic fit to return to focusing on

core competencies, an equity carve out

for liquidity requirements, succession

planning, or a partial divestment or

an outright exit strategy, Snowball

Group has extensive experience and

expertise in this area.

It includes:

» Trade sales

» Leveraged Buy-Out (LBO) &

Management Buy-Out (MBO)

» Initial Public Offering

» Sell-downs & Dilution

» Scheme of arrangement

» Takeovers, including defensive

takeovers

In the current climate companies are

focusing on preserving, optimising and

raising capital using divestitures to

strategically manage their portfolios.

Our corporate finance professionals

work with private equity companies

on a variety of divestiture strategies,

including sale of the entire company,

carve- outs, spin-offs and joint

ventures.

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Debt Advisory

Integral to Snowball Group is our

independance when it comes to

advising on debt.

Snowball Group provides debt advice

to public and private companies,

private equity investors and the

investee companies, and companies

in our investment portfolio. We

are completely independent from

providers of finance and only act for

borrowers, meaning that our objectives

are fully aligned with those of the

investee companies.

It includes:

» Leveraged and acquisition finance

» Structured finance & asset

finance

» Project finance

» Bank term loans

» Fixed income/debt securities

» Debt capital markets – corporate

bond market

» Mezzanine finance

» Hybrid arrangements

Our Approach

Our experienced team provide

in-depth knowledge and

understanding of debt financing and

the debt markets, underpinned by an

extensive network within banks and

financial institutions.

Situations leading to companies

seeking our advice include:

» Maturing debt facilities which

need refinancing

» Access to the debt capital market

for alternative (non-banking)

financing solutions

» Debt funding via Export Credit

Agencies (ECAs), or corporate

bonds (144A, USPP)

» Raising acquisition finance

» Raising asset finance, structured

finance, project finance

» Any real or potential breaches of

lending covenants, or a trading

downturn creating short term

liquidity pressure, requiring

temporary or additional working

capital

» Growth & expansion debt funding

» Credit reviews and advice in

regards to issues pertaining to

credit rating downgrades

» Organisation of short-tem

facilities including mezzanine and

subordinated debt facilities

Restructuring

Companies operate in a highly

complex and fast moving global

economic environment where they’re

constantly responding to new and

unexpected challenges.

In many cases businesses are so

focused on meeting those challenges

they quite often neglect effective

structuring. This leads to unyielding

and complex structures resulting in

underperformance.

Snowball Group’s team are able

to identify actual and future

problems and provide effective

restructuring programs. We do this

by unlocking value and turning

around underperforming and capital

constrained businesses.

It includes:

» Delivery of in-depth analysis

of your company’s financing

requirements and overall

performance

» Advising on effective corporate

restructures

» Capital management reviews

» Renegotiating existing debt

facilities

» Comprehensive options analysis

on achievable alternatives

» Exploration of alternative sources

of funds

Company Valuations

A key component of what we do

whether it’s M&A or raising capital

is providing company valuations. As

many valuations drive the transaction

outcome, arriving at an accurate price

is critical.

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Our professional team has

considerable experience and expertise

in providing company valuations.

It includes:

» Valuation of companies

» Valuation of intellectual property

» Valuation of companies in the

context of M&A, divestitures,

restructures, and capital raising

activity

» DCF, capitalisation of earnings,

and NTA valuation methodologies

» Delivery of indicative valuation

reports

ECM Strategies

Snowball Group provides Equity

Capital Market (ECM) strategic advice

to companies looking to IPO, or ASX

listed companies seeking to undertake

secondary issues or sell- downs.

It includes:

» Initial Public Offerings

» Secondary issues and sell-downs

» Capital management

» Private capital raisings at the pre-

IPO stage

» Shareholder management

services

As part of our ECM services to unlisted

companies at the pre-IPO stage we

begin by preparing and shaping

companies, continuing through to the

IPO and secondary market activity.

Companies are able to leverage

Snowball Group’s distribution

strengths and depth of relationships

spanning the full range of the

investment community (corporate

finance / underwriting, research,

institutional and retail advisory,

and institutional and retail investor

groups) and the business media.

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“Snowball Group

is a global private

equity investment

firm leveraging years

of experience and

expertise in corporate

finance to successfully

realise value in

companies under its

management .”

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SNOWBALL GROUP TEAM

John Dowell Director

Anoosh Manzoori Director

John is co-founder and executive director of Snowball Group and Pablon Capital. He has senior international corporate finance experience in private equity investment and venture capital, ECM & DCM, capital raising, and M&A transactions for large and small to mid-sized companies.

John has been involved in major transactions including IPOs, secondary market capital raisings, M&A and divestitures, takeovers, and project finance activity. He’s expert in private equity, equity and debt capital markets, and project finance. John is highly skilled in identifying and assessing investment opportunities, valuations, and deal structuring.

Prior to establishing Snowball Group and Pablon Capital, John was principal advisor to Queensland Treasury Corporation and Queensland Projects reviewing and facilitating private debt/equity funding of major infrastructure projects.

Co-founder and executive director of Snowball Group, Anoosh started his first company at age 22 and was awarded the ‘Entrepreneurial Scholarship’ sponsored by Ernst & Young, American Chamber of Commerce and Playford Capital.

Anoosh has over 16 years experience in building highly successful companies taking them from start up to full scale commercialisation and trade sale. He built a national company with over 70,000 customers and thousands of resellers in just 5 years of operation which was sold to MYOB, a large ASX listed company in 2008.

Anoosh has degrees in Science and Business and is member of the Institute of Company of Directors.

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Debora SinggihAssociate

Logan DowellAssociate

Debora joined Snowball Group after successfully completing her Master of Business Administration (MBA) with distinction, specialising in corporate finance. Debora’s expertise is in preparing offer documents and prospectus’. Debora is a valuable member of the Snowball Group team and is also heavily involved in research and analysis of markets, industries and company comparisons, risk assessment, financial modelling and analysis, and assisting in company valuations.

In her role as Associate, Debora is responsible for managing the due diligence processes, gathering and analysing key data, making recommendations on business strategies, liaising with investee companies and investors, as well as ensuring compliance requirements are met during transactions.

Logan is a valuable member of the Snowball Group, having successfully completed his MBA, majoring in business management and corporate finance.

Logan is primarily involved in assisting clients with the development of their business strategies and business models, market and company research and analysis, financial modelling, risk profiling, valuations, and investor relations.

Logan assists in the management of communication and presentations to the investment community. He is also involved in the management of companies that sit within Snowball Group’s private equity portfolio.

Level 3, 296 Collins StreetMelbourne Victoria 3000

Phone: (613) 9005 2124Email: contact@snowballgroup.com.au

www.snowballgroup.com.au

PRIVATE EQUITY INVESTMENT FIRMGLOBAL CORPORATE ADVISORY SERVICE