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Deed of Company Arrangement

Mintails Limited ACN 008 740 672 (Administrator Appointed) Company

James Gerard Thackray in his capacity as administrator of Mintails Limited (Administrator Appointed) Deed Administrator

CPS Capital Group Pty Ltd ABN 73 088 055 636 Proponent

Clayton Utz Lawyers QV.1 250 St George's Terrace Perth WA 6000 GPO Box 9806 Perth WA 6848 Tel + 61 8 9426 8000 Fax + 61 8 9481 3095 www.claytonutz.com

L\320161328.5 Deed of Company Arrangement - Mintails Limited i

Contents

1. Definitions, interpretation and governing law ................................................... 3

1.1 Definitions .............................................................................................. 3 1.2 Interpretation .......................................................................................... 7 1.3 Prescribed Provisions ............................................................................ 7

2. Commencement .................................................................................................... 7

2.1 Execution Date ...................................................................................... 7 2.2 Interim effect .......................................................................................... 8 2.3 Execution by all parties .......................................................................... 8

3. Deed Administrator ............................................................................................... 8

3.1 Acceptance of Appointment ................................................................... 8 3.2 Deed Administrator and Trustee ............................................................ 8 3.3 Agent of Company ................................................................................. 8 3.4 Role of the Deed Administrator and Trustee ......................................... 8 3.5 Administer this deed .............................................................................. 9 3.6 Manage and control the Company ........................................................ 9 3.7 Remuneration ........................................................................................ 9 3.8 Lien for remuneration........................................................................... 10 3.9 Specific powers and duties .................................................................. 10 3.10 Applications to Court............................................................................ 12 3.11 Resignation and removal of the Deed Administrator ........................... 12 3.12 Limitation of the Deed Administrator's liability ..................................... 13

4. Indemnity of Deed Administrator ...................................................................... 13

4.1 Indemnity ............................................................................................. 13 4.2 Continuing indemnity ........................................................................... 13 4.3 Indemnity not to be affected or prejudiced .......................................... 13 4.4 Lien for indemnity ................................................................................ 14

5. Completion .......................................................................................................... 14

5.1 Completion Conditions......................................................................... 14 5.2 Failure of Completion Conditions ........................................................ 15 5.3 Reasonable commercial endeavours .................................................. 15 5.4 ASX ...................................................................................................... 15 5.5 Completion ........................................................................................... 15 5.6 Waiver of Completion Conditions ........................................................ 16 5.7 Costs relating to ASX Listing Rules ..................................................... 16 5.8 Post Completion reimbursement of costs ............................................ 16

6. Trust Deed and Trust Fund ................................................................................ 17

6.1 Execution ............................................................................................. 17 6.2 Trust Fund ........................................................................................... 17 6.3 Property available to Admitted Creditors ............................................. 17 6.4 Available Assets prior to establishment of Trust Fund ........................ 17 6.5 Distribution of the Trust Fund .............................................................. 17

7. Scope of this deed .............................................................................................. 17

7.1 Creditors bound ................................................................................... 17 7.2 Secured Creditors and owners or lessors ........................................... 18

8. Moratorium and deferral of debts ...................................................................... 18

8.1 Moratorium ........................................................................................... 18 8.2 Making Claims and proof of Claims by Creditors ................................ 18

9. Release and extinguishment of claims ............................................................. 19

9.1 Release of Claims ................................................................................ 19

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9.2 Claims extinguished............................................................................. 19 9.3 Set-off .................................................................................................. 19 9.4 Bar ....................................................................................................... 19

10. Termination .......................................................................................................... 19

10.1 Termination upon successful Completion ........................................... 19 10.2 Termination in other circumstances ..................................................... 20 10.3 Meeting of Creditors ............................................................................ 20 10.4 Report to Creditors .............................................................................. 20 10.5 Creditors’ Claims not released ............................................................ 21 10.6 Previous operation of deed preserved................................................. 21 10.7 Liquidation on termination of this deed ................................................ 21

11. Meetings ............................................................................................................... 21

12. Committee ............................................................................................................ 21

13. Directors .............................................................................................................. 22

14. General ................................................................................................................. 22

14.1 Governing law ...................................................................................... 22 14.2 Jurisdiction ........................................................................................... 22 14.3 Inconsistency with the Corporations Act.............................................. 22 14.4 Inconsistency with constitution, contracts, etc. .................................... 23 14.5 Operation of indemnities ...................................................................... 23 14.6 Further Assurances ............................................................................. 23 14.7 Variation ............................................................................................... 23 14.8 Whole agreement ................................................................................ 23 14.9 Severance ............................................................................................ 23 14.10 Waivers ................................................................................................ 23 14.11 Counterparts ........................................................................................ 23 14.12 Time of the Essence ............................................................................ 23 14.13 Binding Obligations .............................................................................. 24 14.14 GST...................................................................................................... 24

Schedule 1 – Recapitalisation Proposal

Schedule 2 – Creditors’ Trust Deed

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Deed of Company Arrangement

Date 9th December 2016

Parties Mintails Limited ACN 008 740 672 (Administrator Appointed) of care of HQ Advisory, Level 3, 8 Colin Street, West Perth Western Australia (Company)

James Gerard Thackray of care of HQ Advisory, Level 3, 8 Colin Street, West Perth WA 6005 (Deed Administrator)

CPS Capital Group Pty Ltd ABN 73 088 055 636 of Level 45, 108 St Georges Terrace, Perth Western Australia (Proponent)

Background

A. On 7 January 2016, James Thackray was appointed as the voluntary administrator of the Company pursuant to Part 5.3A of the Act.

B. At the second meeting of creditors of the Company convened under section 439A of the Act and held on 6 December 2016, the creditors of the Company resolved that the Company execute a deed of company arrangement pursuant to Part 5.3A of the Act and that the Administrator be appointed as the deed administrator.

C. The Administrator has consented to his appointment as deed administrator and has caused this deed to be prepared to set out the terms of the arrangement between the Company, the Deed Administrator and its creditors.

D. The Company, the Deed Administrator and the Proponent have agreed to execute this deed because of the resolution mentioned in item B above.

E. Following the execution of this deed, the Deed Administrator (as trustee) will establish the Creditors' Trust in accordance with the terms of this deed.

Operative provisions

Part 1. Preliminary

1. Definitions, interpretation and governing law

1.1 Definitions

In this deed:

Act means the Corporations Act 2001 (Cth).

Administrator means James Gerard Thackray of care of HQ Advisory, Level 3, 8 Colin Street, West Perth, WA in his capacity as voluntary administrator of the Company, or any replacement administrator(s) appointed pursuant to the provisions of the Act, jointly or severally.

Admitted Claims means those Creditor Claims admitted by the Deed Administrator in accordance with the provisions of this deed. For the avoidance of doubt, the Admitted Claims include the Paige Claims and the Non-Paige Claims.

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Admitted Creditors means Creditors whose claims are ascertained and admitted by the Deed Administrator in accordance with the provisions of this deed.

ASIC means the Australian Securities and Investment Commission.

ASX means the Australia Securities Exchange Ltd.

ASX Listing Rules means the listing rules published by the ASX.

Available Assets means the assets available for payment of Admitted Claims, being:

(a) all cash on hand or at bank held by the Administrator or the Company, together with receipts from any receivables and any GST;

(b) the Proponent Payments;

(c) all Subsidiary Shares, which must be transferred to the Trustee for the benefit of the Trust and the statutory records of the Subsidiaries being updated to reflect the transfers;

(d) all Subsidiary Loans, which must be assigned to the Trustee for the benefit of the Trust;

(e) any realisations of assets of the Company;

(f) less any amounts paid out pursuant to clauses 3.7 and 3.8 of this deed.

Business Day means a week day on which banks are generally open for business in Perth, Western Australia.

Capital Raisings means the capital raisings as outlined in the Recapitalisation Proposal.

Claim means any debt, claim or liability, present or future, certain or contingent, ascertained or sounding in damages, against the Company as at the Relevant Date.

Company Secretary means the person appointed from time to time as company secretary of the Company.

Company Shareholder Condition means the passing of the Company Shareholders' Resolutions at the Company Shareholders' Meeting.

Company Shareholders means the holders of Company Shares as at the Relevant Date.

Company Shareholders' Meeting means the meeting of Company Shareholders to be convened for the purpose of satisfying the Company Shareholder Condition.

Company Shareholders' Resolutions means the following resolutions of the Company Shareholders as required or waived by the Proponent:

(a) a resolution to enter into the Recapitalisation Proposal;

(b) a resolution to cancel all Options;

(c) a resolution to consolidate the Company Shares through the consolidation of every 130 Company Shares to one Company Share as contemplated in the Recapitalisation Proposal;

(d) a resolution appointing the Proponent Nominees as directors of the Company;

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(e) a resolution changing the auditors to such auditors are nominated in writing by the Proponent; and

(f) any other required resolutions.

Company Shares means the fully paid ordinary shares in the capital of the Company as at the Relevant Date.

Completion occurs in accordance with clause 5.5.

Completion Conditions means the conditions described in clause 5.1.

Completion Date means the date on which the notice contemplated in clause 5.5(b) is issued.

Court has the meaning given to that term in section 58AA(1) of the Act.

Creditors means all of the creditors of the Company as at the Relevant Date.

Creditors' Trust means the trust to be established under the Trust Deed as contemplated by clause 6.

Deed Administrator means James Gerard Thackray of care of HQ Advisory, Level 3, 8 Colin Street, West Perth, WA in his capacity as deed administrator of this deed, or any replacement administrator(s) appointed pursuant to the provisions of the Act, jointly or severally.

Director means a person appointed from time to time as a director of the Company.

Execution Date means the date this deed is executed by the Company, the Administrator and the Proponent.

GST has the meaning given to that term in the GST Act.

GST Act means A New Tax System (Goods and Services) Tax Act 1999 (Cth).

Income Tax Law means as applicable:

(a) the Income Tax Assessment Act 1997;

(b) the Income Tax Assessment Act 1936;

(c) the Taxation Administration Act 1953; and

(d) any other imposition, collection or subordinate legislation connected with any enactment or legislation referred to in this definition.

Non-Paige Claim means any Claim other than a Paige Claim.

Non-Paige Creditor means any Creditor that holds a Non-Paige Claim.

Option means any listed or unlisted option in the Company as at the Relevant Date.

Paige Claim means any Claim of:

(a) Paige Ltd (a company incorporated in the Marshall Islands (Company No. 48203);

(b) Mr Mark Brune of 54 Marryat Road, London SW195BD, United Kingdom; and

(c) HDG Ltd (Company No. 3902241) of 1 Red Place, London W1K6PL, United Kingdom.

Paige Creditors means any entity that holds a Paige Claim.

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Prescribed Provisions means the provisions contained in Schedule 8A of the Regulations.

PPSA means the Personal Property Securities Act 2009 (Cth).

Proponent Nominees means a person nominated by the Proponent to be appointed as a director of the Company.

Proponent Payments means each and all of the payments contemplated in clause 5.1(d).

Proponent Secretary means a person nominated by the Proponent to be appointed as company secretary of the Company.

Recapitalisation Proposal means the proposal dated 25 August 2016 from the Proponent to the Company and the Administrator, and which is contained in Schedule 1 to this deed.

Regulations means the Corporations Regulations 2001 enacted pursuant to the Act.

Relevant Date means 7 January 2016, being the date of the appointment of the Administrator pursuant to section 436A of the Act.

Resolution means the resolution of the Company’s Creditors pursuant to section 439C(a) of the Act, passed at the Second Meeting.

Resolution Date means the date that the Resolution is passed by the Company's Creditors.

Satisfaction Date means the date on which the Completion Conditions are satisfied or waived in accordance with their terms.

Second Meeting means the second meeting of the Company’s Creditors convened pursuant to section 439A of the Act on 6 December 2016.

Secured Creditor means any creditor of the Company holding a mortgage, charge or lien on property of the Company as security for the debt due to it from the Company.

Subsidiaries means subsidiaries of the Company as defined in the Act.

Subsidiary Loans means loans by the Company to its Subsidiaries as at the Relevant Date.

Subsidiary Shares means the shares held by the Company in the Subsidiaries.

Sunset Date means 28 February 2017 or such later date as agreed in writing by the Deed Administrator and the Proponent.

Term means the period from the Execution Date to the Termination Date.

Termination Date means the date on which this deed terminates in accordance with clause 10.

Trust Assets means the Available Assets to the extent that the Available Assets have not been distributed to the Admitted Creditors or otherwise properly applied under the terms of this deed or the Trust Deed.

Trust Deed means the trust deed to be entered into by the Company and the Deed Administrator as Trustee, as contemplated by clause 6, for and on behalf of the Creditors in the form or substantially in the form of Schedule 2 to this deed, under which the Trustee is obliged to hold the Trust Fund on trust for the Admitted Creditors and the Company Shareholders.

Trust Fund means the trust fund established under the Trust Deed which includes the Available Assets.

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Trustee means James Gerard Thackray of care of HQ Advisory, Level 3, 8 Colin Street, West Perth, WA acting in his capacity as trustee of the Creditors' Trust, and his successors and assigns.

1.2 Interpretation

In this deed:

(a) headings are for convenience only and do not affect interpretation; and

(b) words have the meaning given them by Part 1.2 of the Act;

and unless the context indicates a contrary intention:

(c) an obligation or a liability assumed by, or a right conferred on, 2 or more persons binds or benefits them jointly and severally;

(d) the expression "person" includes an individual, the estate of an individual, a corporation, an authority, an association or a joint venture (whether incorporated or unincorporated), a partnership and a trust;

(e) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes a substituted or an additional trustee;

(f) a reference to a document (including this deed) is to that document as varied, novated, ratified or replaced from time to time;

(g) a reference to a statute includes its delegated legislation and a reference to a statute or delegated legislation or a provision of either includes consolidations, amendments, re-enactments and replacements;

(h) words importing the singular include the plural (and vice versa), and words indicating a gender include every other gender;

(i) a reference to a party, clause, schedule, exhibit, attachment or annexure is a reference to a party, clause, schedule, exhibit, attachment or annexure to or of this deed, and a reference to this deed includes all schedules, exhibits, attachments and annexures to it;

(j) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

(k) the expression "includes" in any form is not a word of limitation; and

(l) a reference to "$" or "dollar" is to Australian currency.

1.3 Prescribed Provisions

Except as expressly included in this deed, the Prescribed Provisions, save for paragraphs 3(c), 10 and 11, are expressly incorporated into this deed. If there is any inconsistency between the terms of this deed and the Prescribed Provisions, then the provisions of this deed shall prevail, to the extent of such inconsistency.

2. Commencement

2.1 Execution Date

This deed shall take effect on the Execution Date and continues during the Term.

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2.2 Interim effect

After the Resolution is passed, a person who will be bound by this deed when executed must not do anything inconsistent with the terms of this deed, except with the leave of a Court.

2.3 Execution by all parties

(a) This deed is subject to and conditional upon the execution of this deed by each person named as a party to it.

(b) If as a result of clause 2.3(a), this deed has not come into full force and effect on or prior to the expiration of 15 Business Days (or such further period as the Court allows) after the Resolution is passed, then this deed will terminate automatically.

3. Deed Administrator

3.1 Acceptance of Appointment

(a) The Deed Administrator:

(i) accepts the appointment as deed administrator of this deed; and

(ii) agrees to act as deed administrator during the Term or until the Deed Administrator retires or is removed from office in accordance with this deed or the Act.

3.2 Deed Administrator and Trustee

(a) The Administrator is to be:

(i) the Deed Administrator of this deed; and

(ii) the Trustee of the Creditors’ Trust.

(b) As soon as practicable prior to Completion, the Deed Administrator will execute the Trust Deed:

(i) on behalf of the Company; and

(ii) as the Trustee of the Creditors’ Trust.

3.3 Agent of Company

In exercising the powers conferred by this deed and in carrying out the functions and duties arising under this deed, the Deed Administrator shall act as agent for and on behalf of the Company.

3.4 Role of the Deed Administrator and Trustee

(a) This deed must be administrated by the Deed Administrator who will have the powers, functions, rights and duties conferred on him by this deed and the Act for the purposes of giving effect to this deed, including but not limited to taking such:

(i) steps as he considers necessary to assist the Company to implement the terms of the Recapitalisation Proposal; and

(ii) other steps as he may consider reasonably necessary to maximise the return to Admitted Creditors and comply with his statutory duties.

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(b) From the Execution Date, the Company's assets and undertaking will not be returned to the control of the Company and its Directors, rather the Deed Administrator will control the Company's assets and undertaking during the Term, and the powers of the Directors will be suspended.

(c) From the Completion Date, control of the Company will revert to the Directors.

(d) The Trustee will not, at any time, be required to monitor the operations of the Company or have any responsibility to the Company. The Trustee's role will be to enforce the rights of the Trustee against the Company and the duties and obligations of the Company to the Trustee under the Trust Deed and any other deed, agreement or security binding the Company until such time as these duties and obligations are fully performed.

3.5 Administer this deed

The Deed Administrator must administer this deed, and for that purpose has the powers, functions, duties and discretions conferred on him by this deed and the Act, including at his absolute discretion all of the powers set out in Schedule 8A to the Regulations (save for paragraphs 3(c), 10 and 11 of Schedule 8A).

3.6 Manage and control the Company

(a) During the Term, the Deed Administrator will be responsible for the day to day management, control, supervision and administration of the Company's business, property and affairs and the administration and implementation of this deed, and the Deed Administrator will have the:

(i) rights, powers, privileges, authorities and discretions of the members of the Company in general meeting or otherwise to the exclusion of the Company's members;

(ii) rights, powers, privileges, authorities and discretions conferred by the Company's constitution or otherwise by law on its Directors, to the exclusion of the Directors; and

(iii) power to delegate the performance of any of his rights, powers, privileges, authorities and discretions.

(b) For the avoidance of doubt, the powers of the Directors will continue to be suspended during the Term.

3.7 Remuneration

(a) The Deed Administrator must be:

(i) remunerated in respect of any work done by him and any of his partners, staff, employees and agents in connection with the negotiation, preparation and the performance of this deed, to be drawn as the Deed Administrator sees fit, where such fee is payable as remuneration to the Administrator for work undertaken between the Relevant Date and the Execution Date, and of the Deed Administrator for work undertaken during the Term in accordance with the Resolution approving the Administrator’s and Deed Administrator’s remuneration at the Second Meeting, or such greater amount as is approved from time to time under section 449E of the Act or by a Court, and of the Trustee for work undertaken in the administration of the Trust; and

(ii) reimbursed in respect of all costs, fees and expenses incurred by the Administrator, Deed Administrator and Trustee in connection with the forgoing and the transactions contemplated in this deed, including any

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duty payable in respect of this deed and the Trust Deed prior to termination of the deed.

(b) The remuneration and reimbursement of the Administrator, Deed Administrator and Trustee will be payable as the Deed Administrator sees fit, and may be deducted by the Deed Administrator from the Available Assets, or by the Trustee from the Trust Fund in accordance with the terms of the Trust Deed.

3.8 Lien for remuneration

The Administrator, Deed Administrator and Trustee shall have a lien over the Available Assets and the Trust Fund to secure the payments due under clause 3.7 and in respect of the indemnity described in clause 4.

3.9 Specific powers and duties

(a) During the Term, the Deed Administrator shall:

(i) retain sole power and control over:

(A) the Company’s bank accounts including those opened by the Administrator for the purposes of administrating the Company or this deed;

(B) the assets of the Company; and

(C) the incurring of any liabilities of the Company other than as contemplated by this deed; and

(ii) receive all moneys on behalf of the Company.

(b) Without limiting the generality of clauses 3.5 and 3.6, the Deed Administrator has the power to:

(i) obtain any information from the Directors or any servant or agent of or adviser to the Company, the Creditors or any other person as they may require to perform their duties under this deed;

(ii) inspect all books and records of the Company as they may require to perform their duties under this deed;

(iii) make any compromise or arrangement with any Creditor or person claiming to be a Creditor or having or claiming to have any claim against the Company whereby the Company may be rendered liable;

(iv) enter upon or take possession of the property of the Company;

(v) lease or let on hire the property of the Company;

(vi) grant options over the property of the Company on any conditions as the Deed Administrator thinks fit;

(vii) insure the property of the Company;

(viii) repair, renew or enlarge the property of the Company;

(ix) sell, call in, collect or convert into money the property of the Company, to apply the money in accordance with this deed and otherwise effectively and properly to carry out their duties as Deed Administrator;

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(x) administer the assets available for the payment of claims of Creditors in accordance with the provisions of this deed;

(xi) purchase, hire, lease or otherwise acquire any property or interest in property from any person;

(xii) borrow or raise money, or provide guarantees or indemnities, whether secured on any or all of the property of the Company or unsecured, for any period and on any terms as the Deed Administrator thinks fit, and whether in substitution for any existing security or otherwise;

(xiii) to commence, prosecute, defend, continue and/or otherwise take any step in any action, suit or proceeding commenced in any court or tribunal;

(xiv) refer to mediation or arbitration any question affecting the Company;

(xv) convene and hold meetings of the members or Creditors of the Company for any purpose the Deed Administrator thinks fit;

(xvi) make interim or other distributions of the funds available for the payment of claims of Creditors as provided in this deed and/or under the Act;

(xvii) appoint agents to do any business or to attend to any matter or affairs of the Company that the Deed Administrator is unable to do, or that it is unreasonable to expect the Deed Administrator to do, in person;

(xviii) engage or discharge employees on behalf of the Company;

(xix) appoint solicitors, accountants or other professionally qualified persons to assist the Deed Administrator;

(xx) permit any person authorised by the Deed Administrator to operate any account in the name of the Company;

(xxi) do all acts and execute in the name and on behalf of the Company all deeds, receipts and other documents, using the Company's common or official seal when necessary;

(xxii) subject to the Bankruptcy Act 1966 (Cth), to prove in the bankruptcy of any contributory or debtor of the Company or under any deed executed under that Act;

(xxiii) subject to the Act, to prove in the winding up of any contributory or debtor of the Company or under any deed of company arrangement executed under the Act;

(xxiv) draw, accept, make or indorse any bill of exchange or promissory note in the name and on behalf of the Company;

(xxv) take out letters of administration of the estate of a deceased contributory or debtor, and do any other act necessary for obtaining payment of any money due from a contributory or debtor, or the estate of a contributory or debtor, that cannot be conveniently done in the name of the Company;

(xxvi) bring or defend an application for the winding up of the Company;

(xxvii) carry on the business of the Company on any terms and conditions, for any purposes and times, and in any manner as the Deed Administrator thinks fit, subject only to the limitations imposed by this deed;

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(xxviii) sell any or all of the property of the Company including the whole of the business or undertaking of the Company at any time the Deed Administrator thinks fit, either by public auction or by private contract, and either for a lump sum, for a sum payable by instalments, or for a sum on account and to obtain a mortgage, charge or encumbrance for the balance or otherwise;

(xxix) close down the whole or any part of any business of the Company;

(xxx) issue shares in the Company;

(xxxi) enter into and complete any contract for the sale of shares in the Company;

(xxxii) determine the Claims of Creditors;

(xxxiii) admit or reject Claims to proof in accordance with the terms of this deed;

(xxxiv) compromise any debts or claims owed or brought by or against the Company on any terms as the Deed Administrator thinks fit, and take security for the discharge of any debt forming part of the property of the Company;

(xxxv) pay any class of Creditors in full, subject to Subdivision D of Division 6 of Part 5.6 of the Act, which for the avoidance of doubt includes section 560 of the Act, as if the references to a liquidator are references to the Deed Administrator, references to winding up are references to this deed, and with such other modifications as are necessary to give effect to this deed;

(xxxvi) appoint and remove Directors of the Company;

(xxxvii) do any acts and things as are in his opinion necessary, desirable, convenient or expedient for the purpose of administering, giving effect to or implementing this deed; and

(xxxviii) do any acts or things in relation to the affairs of subsidiaries of the Company as are in his opinion necessary, desirable, convenient or expedient for the purpose of administering, giving effect to or implementing this deed.

3.10 Applications to Court

Nothing in this deed shall limit the rights of the Deed Administrator, at any time during the Term, to:

(a) apply to the Court for directions or orders pursuant to section 447A(1), section 447C or section 447D of the Act; or

(b) make an application to the Court under section 444F of the Act.

3.11 Resignation and removal of the Deed Administrator

(a) The appointment of the Deed Administrator under this deed may be determined by:

(i) notice of resignation in writing signed by the Deed Administrator and tendered to the Creditors; or

(ii) the death of the Deed Administrator.

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(b) If the appointment of the Deed Administrator is terminated in accordance with clause 3.11(a), a replacement Deed Administrator may be appointed in accordance with the procedure set out in section 449D of the Act.

3.12 Limitation of the Deed Administrator's liability

Subject to the Act, in the performance or exercise, or purported performance or exercise, of any his functions and powers under this deed, the Deed Administrator will not, except where he expressly agrees otherwise, be personally liable for:

(a) any debt, liability or other obligation which he may incur on behalf of the Company pursuant to this deed; or

(b) any loss or damage caused by any act, default or omission by the him or on his behalf in the performance of his powers, functions and duties under this deed.

Clause 3.12 will continue to apply despite termination of this Deed.

4. Indemnity of Deed Administrator

4.1 Indemnity

Both the Administrator and Deed Administrator are entitled to be indemnified out of the Available Assets and the Trust Fund for:

(a) his remuneration, costs, fees and expenses (including, for the avoidance of doubt, legal costs on a full indemnity basis) payable pursuant to this deed; and

(b) all actions, suits, proceedings, liabilities, accounts, claims and demands arising out of or relating to this deed which may be commenced, incurred by or made on the Administrator or Deed Administrator and by any of his partners, staff, agents and employees by any person and against all reasonable costs, charges and expenses incurred by the Administrator or Deed Administrator in respect of them,

provided the Administrator or Deed Administrator shall not be entitled to an indemnity in respect of any liabilities or demand to the extent that the indemnification contravenes sections 199A or 199B of the Act or if the liability arises out of the fraud, wilful default, gross negligence, breach of fiduciary duty or breach of trust by the Administrator or Deed Administrator, or any partner, employee, authorised agent or delegate of the Administrator or Deed Administrator.

4.2 Continuing indemnity

The indemnity in clause 4.1 will take effect on and from the Execution Date and will be without limitation as to time and will operate notwithstanding the removal of the Deed Administrator and the appointment of a new deed administrator or the termination of this deed.

4.3 Indemnity not to be affected or prejudiced

The indemnity in clause 4.1 will not:

(a) be affected, limited or prejudiced in any way by any irregularity, defect or invalidity in the appointment of the Administrator or the Deed Administrator and will extend to all actions, suits, proceedings, liabilities, accounts, claims and demands arising in any way out of or in connection with any defect in the appointment of the Deed Administrator, the approval and execution of this deed or otherwise; or

(b) affect or prejudice all or any rights that the Administrator or Deed Administrator may have against the Company or any other person to be indemnified against the costs, charges, expenses and liabilities incurred by the Administrator or Deed Administrator

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of or incidental to the exercise or performance of any of the powers or authorities conferred on the Administrator or Deed Administrator by this deed or otherwise.

4.4 Lien for indemnity

(a) The Administrator and Deed Administrator are entitled to a lien over the Available Assets and the Trust Fund to secure the indemnity described in clause 4.1, including, without limitation, any amounts payable or receivable by the Administrator and Deed Administrator as remuneration or reimbursement of costs and expenses (including legal fees, disbursements and GST, ASX, ASIC or other tax or fee obligations) for work undertaken between the Relevant Date and the Termination Date and/or for administration of the Trust.

(b) This lien is in addition to any lien or other right that may arise by operation of law, including pursuant to section 443E or 443F of the Act.

(c) Clause 4 shall continue to apply despite termination of this deed.

5. Completion

5.1 Completion Conditions

Completion is subject to and conditional upon the following conditions being satisfied or waived in accordance with this deed on or before the Sunset Date:

(a) the Company retaining its ASX listing and ASX confirming to the Company and the Proponent that nothing contemplated by this Deed will prevent the Company from retaining its ASX listing;

(b) the Company submitting a resolution to the Company Shareholders to acquire sufficient assets suitable to satisfy the ASX for lifting the suspension from trading of the Company’s shares;

(c) the Company Shareholder Condition;

(d) the Proponent paying to the Deed Administrator:

(i) $40,000 within 5 Business Days of the Administrator formally nominating the Proponent as the preferred bidder for the recapitalisation of the Company;

(ii) $40,000 within 5 Business Days of the Resolution Date;

(iii) $100,000 within 5 Business Days of the Company Shareholder Condition being satisfied; and

(iv) $330,000 within 5 Business Days of the completion of the Capital Raisings;

(e) any Secured Creditors releasing any and all securities held by them over the Company;

(f) the Trust Deed being executed and delivered to the Company.

For the avoidance of doubt, the payment referred to in clause 5.1(d)(i) is non-refundable and neither the Company nor the Administrator will be personally liable for the repayment of that payment to the Proponent in any event.

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5.2 Failure of Completion Conditions

(a) Should the Proponent fail to satisfy the Completion Conditions described in clause 5.1(d) above in accordance with the terms of that clause, the Deed Administrator may issue a written notice to the Proponent (Notice) notifying the Proponent of that failure and requesting the Proponent remedy that failure within 5 Business Days (Remedy Period).

(b) Should the Proponent fail to remedy the failure outlined in the Notice within the Remedy Period, the Deed Administrator may treat the Completion Conditions as unsatisfied and convene a meeting of Creditors in accordance with clause 11.

5.3 Reasonable commercial endeavours

(a) To the extent that is within the relevant party’s control, that party must use reasonable commercial endeavours to ensure each Completion Condition is satisfied by the relevant time specified in clause 5.1 or the Sunset Date, whichever is earlier (in each case).

(b) For the purposes of this clause, the “reasonable commercial endeavours” of a party will include a requirement for that party to (among other things) cooperate with the other parties or a government agency or third party in good faith with a view to satisfying the Conditions, including by providing all information reasonably required by the other parties in order to satisfy the Conditions and providing all information reasonably required by any government agency or other third party to such government agency or third party as appropriate.

5.4 ASX

The Administrator consents to the Proponent or its officers, agents and advisors liaising with ASX in any way with respect to the Company and/or the Recapitalisation Proposal, save to say that:

(a) the Proponent must keep the Administrator promptly informed in relation to the Proponent's communications, correspondence and liaison with ASX; and

(b) the Administrator is entitled to immediately withdraw the consent provided for by this clause in his discretion.

5.5 Completion

(a) On the Satisfaction Date:

(i) the Company, by this deed, transfers and assigns to the Trustee:

(A) the Available Assets;

(B) the Subsidiary Shares (direct and indirect) and the Subsidiary Loans,

to be held on trust pursuant to the Trust Deed; and

(ii) the Deed Administrator will, unless it has already occurred or the Deed Administrator has been directed otherwise by the Proponent:

(A) remove the Directors and appoint the Proponent Nominees as directors of the Company;

(B) remove the Company Secretary and appoint the Proponent Secretary as company secretary of the Company;

L\320161328.5 16

(C) deliver each of the following items in his possession or control to the Company:

(1) all of the Company's books and records including but not limited to statutory registers, minute books and other record books, financial records, asset registers, management accounts, budgets, ledgers, journals, books of account, the common seal, all cheque books, financial and accounting books and records, copies of tax returns and assessments, mortgages, leases, agreements, insurance policies, title documents, licences, indicia of title, contracts, passwords to computers, certificates and all other records, papers, books and documents of the Company; and

(2) a duly executed form required to change the Company's registered office to the address nominated by the Proponent.

(b) Upon the satisfaction of the matters described in clause 5.5(a), the Deed Administrator shall lodge the formal notice with ASIC pursuant to section 445FA of the Act that this deed has been wholly effectuated in the following form:

Mintails Ltd (Administrator Appointed) ACN 008 740 672

I, James Thackray of care of HQ Advisory, Level 3, 8 Colin Street, West Perth, Western Australia, as Deed Administrator of the Deed of Company Arrangement executed on [insert date] (Deed) CERTIFY that the Deed has been fully effectuated and the execution of this notice terminates this Deed.

5.6 Waiver of Completion Conditions

The Completion Conditions described in clauses 5.1(a), 5.1(b) and 5.1(e) may be waived by the Proponent, at its absolute discretion by providing written notice of such waiver to the Deed Administrator.

5.7 Costs relating to ASX Listing Rules

The Proponent will, at its own cost, procure that the Company, carries out the following tasks (to be reimbursed in accordance with clause 5.8):

(a) in consultation with the Deed Administrator, take reasonable steps to procure that the Company prepares and lodges all mandatory financial reports in relation to the Company as and when required by law, including those required under the ASX Listing Rules; and

(b) prepare the required general meeting materials and, as necessary, submit these materials to the ASX, ASIC and the Deed Administrator for approval prior to despatch to the Company's Shareholders.

5.8 Post Completion reimbursement of costs

(a) Subject to clause 5.8(b), after Completion, and following the reinstatement to trading of the Company Shares on the ASX, funds permitting, the Company agrees and undertakes to reimburse the Proponent as a debt due and owing of all reasonable costs and expenses incurred by the Proponent pursuant to this deed and those contemplated by clause 5.7, including but not limited to the costs of drafting this deed and the Trust Deed and the costs relating to satisfying the Company Shareholder Condition.

(b) Notwithstanding anything else in this deed or otherwise:

L\320161328.5 17

(i) the Proponent is not entitled to participate in or receive any distribution from, and will not prove to recover any amount for the purposes of, and in relation to the Trust Fund; and

(ii) the Deed Administrator will not be personally liable for the payment of any such debt to the Proponent in any event.

(c) The Trustee may plead this deed in bar to any action, proceeding or suit brought by the Proponent in respect of any claim or proof in relation to the Trust Fund.

6. Trust Deed and Trust Fund

6.1 Execution

(a) The Deed Administrator shall cause the Company to execute the Trust Deed in time for Completion.

(b) The Deed Administrator is expressly authorised to execute the Trust Deed on behalf of the Company.

6.2 Trust Fund

(a) As soon as practicable prior to Completion the Deed Administrator must establish the Trust Fund, to be controlled by the Trustee in the manner set out in the Trust Deed.

(b) Notwithstanding Completion, the Company shall take those steps and do all things as may be necessary, including executing any documents that may be reasonably requested by the Trustee for the purpose of giving effect to clause 5.5(a).

6.3 Property available to Admitted Creditors

Subject to the provisions of this deed, the only property available to pay the Admitted Claims are the assets of the Trust Fund including the Available Assets.

6.4 Available Assets prior to establishment of Trust Fund

For the avoidance of doubt, if the Deed Administrator receives the Available Assets, or any part thereof, before the establishment of the Trust Fund, the Deed Administrator shall hold those assets on trust for the benefit of the Admitted Creditors in accordance with the terms of this deed.

6.5 Distribution of the Trust Fund

Subject to the terms of this deed, the Trustee must distribute the Trust Fund in the accordance with clause 3 of the Trust Deed.

Part 2. The Arrangement

7. Scope of this deed

7.1 Creditors bound

This deed binds:

(a) all parties to this deed;

(b) in accordance with section 444D of the Act, all Creditors so far as concerns Claims arising on or before the Relevant Date; and

L\320161328.5 18

(c) in accordance with section 444G of the Act, the Company, the Deed Administrator and the officers and members of the Company.

7.2 Secured Creditors and owners or lessors

(a) This deed binds, without limitation, the Secured Creditors who voted in favour of the Resolution.

(b) This deed binds, without limitation, owners or lessors of property used or occupied by, or in the possession of, the Company (as at the Execution Date) who voted in favour of the Resolution.

8. Moratorium and deferral of debts

8.1 Moratorium

Subject to clause 7, there will be a moratorium in favour of the Company for the Term for all Claims, and during that moratorium a Creditor (whether the Creditor's Claim is or is not admitted or established under this Deed) must not:

(a) (Wind up) wind up or take or concur in any step to wind up the Company or, without limiting the generality of the foregoing, present any application for the winding up of the Company or continue to prosecute any application presented on or before the Execution Date for the winding up of the Company;

(b) (Institute proceedings) except for the purpose and to the extent provided in this deed, institute or prosecute any legal proceedings or continue to prosecute any legal proceedings instituted on or before the Execution Date in relation to any Claim;

(c) (Enforce debt) take or concur in any step or any further step for the purpose of enforcing, whether by way of legal or equitable execution or otherwise, any judgment debt owed by one or more of the Company or arbitration award against one or more of the Company at the Relevant Date, or any interest on that judgment debt or award;

(d) (Set off) exercise any right of set off or defence, cross claim or cross action to which that Creditor would not have been entitled had one or more of the Company been wound up on the Relevant Date; or

(e) (Arbitration) commence or take any further step in any arbitration against one or more of the Company or to which one or more of the Company are a party in relation to any matter arising or occurring before the Relevant Date.

8.2 Making Claims and proof of Claims by Creditors

Section 544 and subdivisions A, B, C, D and E of division 6 of Part 5.6 of the Act and regulations 5.6.37 and 5.6.39 to 5.6.72 of the Regulations shall apply to this deed, the Deed Administrator and the rights and benefits of Creditors under this deed (if any) as if:

(a) references to the liquidator were references to the Deed Administrator;

(b) references to winding-up were references to the operation and performance of this deed; and

(c) references to the court were references to the Court,

with such other modifications as are necessary to give effect to this deed, except to the extent that those provisions are varied or excluded expressly or impliedly by this deed.

L\320161328.5 19

9. Release and extinguishment of claims

9.1 Release of Claims

On Completion:

(a) This deed releases the Company from all Claims. Each Creditor agrees that upon this deed terminating pursuant to clause 10.1 of this deed, each of their Claims are extinguished and released.

(b) Each Admitted Creditor shall, if requested to do so, properly execute and deliver to the Deed Administrator and the Company such forms of release of its Admitted Claim as the Deed Administrator requires.

Clause 9.1(a) shall survive termination of this Deed other than a termination pursuant to clause 10.2.

9.2 Claims extinguished

On Completion, subject to section 444D of the Act:

(a) all debts or Claims, present or future, actual or contingent, due or which may become due by the Company as a result of anything done or omitted by or on behalf of the Company as at the Relevant Date and each claim against the Company as a result of anything done or omitted by or on behalf of the Company as at the Relevant Date shall be extinguished, whether or not the Claim is admitted or established under the provisions of this deed;

(b) a Creditor shall only have a right to prove under the Trust Deed in full satisfaction and complete discharge of any Claims which they have or claim to have against the Company as at the Relevant Date, subject to adjudication by the Trustee; and

(c) each Creditor who had a Claim, will be entitled to make a claim against the Trust Fund, in accordance with the Trust Deed, which is equal to their released Claim.

9.3 Set-off

For the avoidance of doubt and notwithstanding that the Company may have, as at the Completion Date, rights, entitlements or benefits under a contract, nothing in this deed or the Trust Deed shall limit the right of a counterparty to such a contract to assert against the Company any right of set-off, cross-claim or counterclaim that may be available to that party against that Company.

9.4 Bar

The Company may plead this deed in bar to any action, proceeding or suit brought by a Creditor in respect of a Claim.

10. Termination

10.1 Termination upon successful Completion

This deed shall terminate immediately on the Completion Date, at which time control of the Company will return to its Directors.

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10.2 Termination in other circumstances

Without limiting any other provision of this clause 10, this Deed shall terminate upon the happening of any one of the following events:

(a) the Court so orders in accordance with section 445D of the Act;

(b) the Creditors of the Company pass a resolution terminating this Deed at a meeting convened pursuant to section 445F of the Act by notice setting out the proposed resolution;

(c) subject to clause 10.3(b), the Deed Administrator determines, after consultation with the Proponent, that it is no longer practicable or desirable to implement or carry out the arrangement contemplated by this deed, and issues a notice to the Proponent and the Creditors that the deed is terminated, where:

(i) the Completion Conditions are not satisfied (or waived pursuant to clause 5.6) by the Sunset Date and the Proponent confirms that the relevant condition is incapable of being satisfied; and

(ii) Completion does not occur by the Sunset Date.

10.3 Meeting of Creditors

Notwithstanding clause 10.2(c) of this Deed:

(a) the Deed Administrator may call a meeting of Creditors to consider and if thought fit pass a resolution to vary or terminate this Deed in accordance with the Act if any of the events described in clause 10.2 occur; and

(b) prior to issuing any notice to the Proponent and Creditors that the Deed is terminated under clause 10.2, where:

(i) any of the following circumstances subsist:

(A) the Deed Administrator forms the opinion that the terms of the Deed cannot be fulfilled with respect to the Company; or

(B) in the reasonable opinion of the Deed Administrator, it is in the best interests of the Creditors that the Deed be varied with respect to the Company; or

(C) the Completion Conditions are not satisfied (or waived pursuant to clause 5.6) by the Sunset Date; and

(ii) the Paige Creditors direct the Deed Administrator to call a meeting of Creditors pursuant to section 445F of the Act to consider a variation of the Deed,

the Deed Administrator will call a meeting of Creditors pursuant to section 445F of the Act to consider a variation of the Deed.

10.4 Report to Creditors

Prior to any meeting convened pursuant to section 445F of the Act, the Deed Administrator must send to each Creditor (via email) an up to date report as to the state of affairs of the Company, which report shall:

(a) be accompanied by such financial statements as the Deed Administrator thinks fit; and

L\320161328.5 21

(b) include a statement:

(i) explaining the circumstances which have caused the Deed Administrator to convene the meeting; and

(ii) that this deed will be varied or terminated if the Creditors so resolve.

10.5 Creditors’ Claims not released

If the deed is terminated pursuant to clause 10.2, Creditors' Claims are not released except to the extent of the amount or credits received, if any, by Creditors under this deed or otherwise.

10.6 Previous operation of deed preserved

(a) The termination or avoidance, in whole or in part, of this deed does not affect the previous operation of this deed.

(b) Upon termination of this deed, to the extent that the Company or any other party bound by this deed make a covenant under this Deed, which, by its terms, takes effect after termination of this deed, the Company covenants in favour of the Deed Administrator for his benefit and for the benefit of the Admitted Creditors, with the intent that those covenants will continue, subject to the terms of this deed, in full force and effect after the termination of this deed.

10.7 Liquidation on termination of this deed

Upon termination of this deed under clause 10.2(c):

(a) the Company will be taken to have passed a special resolution under section 491 of the Act that the Company be voluntarily wound up and that the Deed Administrator be the liquidator of the Company;

(b) regulation 5.3A.07 of the Regulations will apply; and

(c) the Company will be wound up.

11. Meetings

The Deed Administrator may, at any time, convene a meeting of Creditors and, except to the extent (if any) that they are excluded or modified by or are inconsistent with the terms of this deed, regulations 5.6.12 to 5.6.36A of the Regulations shall apply, with such modifications as are necessary, to meetings of the Creditors as if the references to liquidator, provisional liquidator, chairman, or trustee, were references to the Deed Administrator.

12. Committee

(a) At the Second Meeting, a committee of creditors was established for the purpose of advising and assisting the Deed Administrator, in accordance with paragraph 11 of the Prescribed Provisions.

(b) To determine the conduct of the proceedings of the Committee, the following provisions apply to this Deed:

(i) sections 548 to 551 inclusive of the Act; and

(ii) regulations 5.6.12 to 5.6.36A inclusive of the Regulations.

L\320161328.5 22

(c) The Committee may by resolution approve any increase to the Deed Administrator’s and Trustee’s remuneration in accordance with sections 449E(1A)(a) and 449E(1B) of the Act.

13. Directors

During the Term:

(a) the Directors shall only exercise the powers vested in them by this deed or delegated to them by the Deed Administrator in writing from time to time;

(b) the Directors shall cooperate with and assist the Deed Administrator in the performance of the obligations under this deed, including taking all steps that may be necessary to authorise and enable the Company to convene an extraordinary general meeting of the shareholders and, if required, issue one or more prospectuses in relation to the Recapitalisation Proposal;

(c) the Deed Administrator may, to the extent considered necessary for the purposes of giving effect to this deed, delegate to the Directors some or all of his powers in relation to the day-to-day management, control, supervision and administration of the Company's business and affairs;

(d) the Directors are not authorised to incur any expense on behalf of the Company or the Deed Administrator without the Deed Administrator's express written authority;

(e) the Deed Administrator shall have the power to appoint and remove Directors on written notice to the Directors at the relevant time, or to replace any vacancy created as a result of the resignation of any Director; and

(f) on receipt of a written request from the Proponent, the Deed Administrator will do all things reasonably necessary to remove the incumbent Directors and Company Secretary and replace them by appointing the Proponent Nominees and the Proponent Secretary.

14. General

14.1 Governing law

This deed, and the transactions contemplated by it, is governed by and must be construed according to the law applying in the State of Western Australia.

14.2 Jurisdiction

(a) Each party irrevocably submits to, and accepts generally and unconditionally, the non-exclusive jurisdiction of the courts of Western Australia with respect to any legal action or proceedings which may be brought at any time relating in any way to this deed.

(b) Each party irrevocably waives any objection it may have, either now or in the future, to the venue of any action or proceedings, and any claim it may have, either now or in the future, that the action or proceedings have been brought in an inconvenient forum.

14.3 Inconsistency with the Corporations Act

If there is any inconsistency between the provisions of this deed and the Act then the Act will, only to the extent of the inconsistency, prevail and this deed will be interpreted accordingly.

L\320161328.5 23

14.4 Inconsistency with constitution, contracts, etc.

If there is any inconsistency between the provisions of this deed and the constitution of the Company or any other obligations binding on the Company, then the provisions of this deed will prevail to the extent of the inconsistency.

14.5 Operation of indemnities

(a) Each indemnity in this deed survives the expiry or termination of this deed.

(b) A party may recover a payment under an indemnity in this deed before it makes the payment in respect of which the indemnity is given.

14.6 Further Assurances

The Company, the Directors and other officers of the Company, the Creditors and the Deed Administrator must promptly do all further acts and execute and deliver all further documents (in form and content reasonably satisfactory to that party) required by law or reasonably requested by any other party to give effect to this deed.

14.7 Variation

An amendment or variation to this deed is not effective unless it is in writing and signed by the parties.

14.8 Whole agreement

This deed contains the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings between the parties in connection with it.

14.9 Severance

If at any time any provision of this deed is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that will not affect or impair:

(a) the legality, validity or enforceability in that jurisdiction of any other provision of this deed; or

(b) the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this deed.

14.10 Waivers

A failure to exercise or a delay in exercising any rights, power or remedy of a party under this deed will not operate nor be construed to operate as a waiver of that right, power or remedy, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise of that or any other right, power or remedy.

14.11 Counterparts

This deed may be executed in any number of counterparts and all those counterparts taken together constitute one and the same instrument.

14.12 Time of the Essence

Time shall be of the essence of this deed in all respects unless the parties agree in writing to any time requirement being extended, but in such event, time shall again be of the essence of this deed in relation to such time requirement as so extended.

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14.13 Binding Obligations

The obligations imposed and the benefits conferred by the agreements contained within this deed are to be binding on the respective executors, administrators, successors and assigns of all the parties to this deed.

14.14 GST

(a) Words used in this clause 14.14 which have a defined meaning in the GST Act have the same meaning as in the GST Act unless the context otherwise indicates.

(b) Unless expressly included, the consideration for any supply under or in connection with this deed is exclusive of GST.

(c) To the extent that any supply made by a party (Supplier) under or in connection with this deed is a taxable supply, the consideration for that supply is increased by, and the recipient of the supply (Recipient) must pay to the Supplier, an additional amount equal to the GST payable on the supply (Additional Amount).

(d) The Recipient need not pay the Additional Amount until it receives a Tax Invoice from the Supplier for the relevant taxable supply.

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Schedule 1 – Recapitalisation Proposal

1

25 August 2016 Private & Confidential Attn: James Thackray Principal HQ Advisory Level 3, 8 Colin Street West Perth WA 6005 Dear James,

MINTAILS LIMITED (ADMINISTRATOR APPOINTED) ACN 008 7400 672 (“MINTAILS”) – PROPOSAL FOR RECAPITALISATION AND RESTRUCTURE This letter sets out the key terms of a binding proposal upon which CPS Capital Group Pty Ltd (ACN 088 055 636) (“CPS”) submits a binding offer to you in your capacity as Administrator of Mintails (“Administrator”) for CPS or its nominee(s) to act as proponent in relation to the recapitalisation and restructure of Mintails by way of a Deed of Company Arrangement (“DOCA”) under Part 5.3A of the Corporations Act 2001 (Cth) (“Corporations Act”) or otherwise.

1. Offer and Material Terms

1.1 Subject to the conditions set out in this letter, CPS offers to act as proponent to manage and assist with the recapitalisation and reconstruction process for Mintails as set out below (“Proposal”).

1.2 The material terms of the Proposal are as follows:

(a) Mintails and the Deed Administrator will establish the Creditors’ Trust, with the Deed Administrator acting as trustee.

(b) The assets of Mintails will be transferred to the Creditors’ Trust.

(c) Mintails will consolidate its existing shares on a one (1) for one hundred thirty (130) basis. For the avoidance of doubt, Mintails will have 2,068,422 fully paid ordinary shares (“Shares”) and no other securities on issue post consolidation.

(d) Mintails will undertake the following capital raisings through issue of securities (on a post consolidation basis) (“Capital Raisings”):

(i) an issue of up to 10,000,000 Shares at an issue price of $0.02 each to CPS and/or its nominees to raise up to $200,000 (“CPS Placement”); and

(ii) an issue of up to 70,000,000 Shares at an issue price of $0.05 each to raise up to $3,500,000 via a placement of shares to sophisticated or professional investors (as those terms are defined in the Corporations Act) as determined by CPS (“Placement”).

(e) The Capital Raisings is to be conducted in or about four months and with applications to close on or before 30 November 2016 or such other date as mutually agreed between CPS and the Administrator.

(f) The Administrator shall make such changes or appointments to Mintails’ board of directors as CPS requests from time to time.

(g) CPS or nominees of CPS will provide $510,000 towards the creditors of the Company and funding the costs of the Administrator, by way of payment into a Creditors’ Trust (“Creditor Payment”) of which the Administrator will be the trustee. The Creditor Payment is to be paid as follows:

(i) $40,000 non-refundable deposit within 5 days of the Administrator formally nominating CPS as the preferred bidder for Mintails;

(ii) $40,000 within 5 days of the creditors of Mintails approving the Proposal at the second creditors’ meeting to be held on or about 30 September 2016;

(iii) $100,000 within 5 days of the shareholders of Mintails approving the Proposal at a proposed general meeting of Mintails to be held sometime in November 2016; and

(iv) the balance of $330,000 to be paid upon the Placement closing.

1.3 CPS may vary the proposed capital structure and the structure of the Capital Raisings (including the Share consolidation and the terms of the Capital Raisings) at the discretion of CPS or its nominees, subject to necessary regulatory and/or Mintails shareholder approvals first being obtained (if required).

2. Conditions of Proposal

The above offer under the Proposal is subject to and conditional upon the following:

(a) Mintails to submit a resolution at the next shareholder meeting to acquire assets suitable for an ASX listing.

(b) The existing share structure of Mintails, including unlisted options (if any) that are not cancelled, shall be subject to a 130:1 consolidation prior to issuing the securities under this Proposal.

(c) The Proposal must be approved by Mintails’ creditors at the second creditors’ meeting to be held before 30 September 2016.

(d) Mintails obtaining all necessary shareholder and regulatory approvals and consents in relation to any aspect of the Proposal as may be required by its constitution, the Corporations Act, the Australian Securities and Investments Commission, the ASX or the ASX Listing Rules. All such approvals and consents must be obtained before November 2016 or such later date as agreed between CPS and the Administrator.

(e) The Proposal must be formalised by way of the following documents (“Transaction Documents”) in a form that is satisfactory to CPS (in its absolute discretion):

(i) a DOCA approved by Mintails’s creditors that reflects the terms of the Proposal (including the documents in paragraphs 2(e)(ii) and (iii) below), and on terms that are consistent with sections 444DA and 556 of the Corporations Act;

(ii) a Creditors’ Trust Deed to establish the Creditors’ Trust referred to above under which the Administrator (as Trustee) will administer claims and distribute the trust fund to the creditors of Mintails in a manner consistent with section 556 of the Corporations Act; and

(iii) a Reconstruction Deed governing how the Proposal is to be undertaken.

(f) All liabilities between Mintails and each of its creditors as at settlement of the Proposal must be mutually released and compromised as between those parties under the DOCA.

(g) The secured creditors, if any, agree to release all security over Mintails and its subsidiaries.

(h) All subsidiaries being excised from Mintails.

(i) The DOCA must be wholly effectuated and the appointment of the Administrator (as Administrator of the DOCA) must terminate contemporaneously.

(j) All creditors will be required to prove their debts against the trustees of the Creditors’ Trust as if the trustees were Mintails, and payments to creditors must be made in accordance with the DOCA and the Creditors’ Trust Deed.

(k) The cancellation of all options on issue.

(l) The successful completion of the Capital Raisings.

(m) A resolution to change auditors to be passed at the next general meeting.

3. Costs

3.1 CPS will (including with the assistance of its lawyers, Clayton Utz):

(a) prepare the initial drafts of the Transaction Documents;

(b) in consultation with the Administrator, take all reasonable steps to procure that Mintails prepares and lodges all mandatory financial reports in relation to Mintails as and when required by law, including those required under the ASX Listing Rules; and

(c) prepare the required general meeting materials and, as necessary, will submit these materials to ASX, the Australian Securities & Investments Commission and the Administrator for approval prior to despatch to the shareholders of Mintails.

3.2 The cost of preparing the above documents, obtaining the relevant approvals and despatching the general meeting materials will be borne by CPS. However, CPS will be entitled to claim reimbursement by Mintails of all such costs in the event that the Proposal is approved and Mintails’s securities are reinstated to trading on ASX.

3.3 The resolutions to be put to Mintails shareholders at the required general meeting for shareholder approval are to be inter-dependent and it will be a requirement that all resolutions be approved to give effect to the Proposal.

4. About CPS

4.1 CPS has relevant recent experience for a similar DOCA transaction in relation to the recapitalisation of Cabral Resources Limited. In this transaction:

(a) the recapitalisation proposal was approved by shareholders;

(b) the final payment to effectuate the DOCA was made; and

(c) the company’s securities were re-admitted to quotation on ASX on 29 March 2016.

4.2 In 2015, CPS has raised approximately $50 million across circa 50 transactions. Recent transactions by CPS include acting as:

(a) Lead Manager for Dubber Corporation;

(b) Lead Manager for Resapp Health Ltd;

(c) Underwriter to Antilles Oil & Gas NL;

(d) Lead Manager and Underwriter to Harvest Minerals Limited;

(e) Joint Lead Manager for Magnolia Resources Limited (now Kabuni Ltd);

(f) Lead Manager for Megastar Millionaire Ltd;

(g) Lead Manager to Protean Wave Energy Limited; and

(h) Lead Manager to Torian Resources Limited.

4.3 CPS confirms that it is a capital provider with Australia Financial Services Licence #294848.

4.4 CPS’ legal advisers are Clayton Utz (Level 27, 250 St Georges Terrace, Perth, Western Australia 6000) and can be contacted on 08 9426 8000 (Alistair Fleming and Stephen Neale).

5. Binding offer and acceptance

5.1 This letter constitutes a binding offer by CPS to the Administrator and Mintails to undertake the recapitalisation and reconstruction of Mintails on the terms and conditions of the Proposal set out above. It will be used with a view to preparing a binding terms sheet to outline in greater detail the key terms and conditions for the Proposal (“Terms Sheet”). For the avoidance of doubt, other than paragraph 5.2, the offer in this letter is conditional upon the parties agreeing and signing the Terms Sheet.

5.2 Notwithstanding paragraph 5.1, this letter, and all information, documents or discussions between the parties in relation to it, are confidential and must not be disclosed by CPS, Mintails or the Administrator (or any of their respective officers, employees, agents or contractors) to another person, except:

(a) with the written consent of the other parties;

(b) to the extent required by law or court order;

(c) to the extent required by the ASX Listing Rules; or

(d) on a confidential basis to a party’s legal, accounting, financial, insurance and other professional advisors who require the information for the purposes of considering or giving effect to a transaction under this letter.

5.3 The offer in this letter remains open and capable of acceptance until 5:00pm (Perth time) on Friday, 26 August 2016 following which it will lapse without further notice.

We look forward to working with the Administrator to progress to the next stage of executing the binding Terms Sheet. Yours sincerely, CPS CAPITAL GROUP

Eddie King Representative

ACCEPTANCE I, James Thackray, in my capacity as Administrator of Mintails Mining Group Limited (Administrator Appointed) ACN 161 989 546, hereby accept the offer set out in this letter.

_________________________ _________________________ Signature Date

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Schedule 2 – Trust Deed

L\320165937.3 1

Mintails Creditors' Trust Deed

Mintails Limited ACN 008 740 672 (Subject to Deed of Company Arrangement) Company

James Gerard Thackray in his capacity as deed administrator of Mintails Limited (Subject to Deed of Company Arrangement) Trustee

Clayton Utz Lawyers QV.1 250 St George's Terrace Perth WA 6000 GPO Box 9806 Perth WA 6848 Tel + 61 8 9426 8000 Fax + 61 8 9481 3095 www.claytonutz.com

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Contents

1. Definitions, interpretation and governing law ................................................... 1

1.1 Definitions .............................................................................................. 1 1.2 Interpretation .......................................................................................... 2 1.3 Incorporation of definitions .................................................................... 3 1.4 Applied DOCA provision ........................................................................ 3

2. Creation and declaration of trust ........................................................................ 3

2.1 Creation of Trust .................................................................................... 3 2.2 Declaration of trust ................................................................................. 3 2.3 Name of Trust ........................................................................................ 3 2.4 Powers of Trustee .................................................................................. 3

3. Distribution of Trust Fund .................................................................................... 6

3.1 Trust Fund ............................................................................................. 6 3.2 Beneficiaries of trust .............................................................................. 6 3.3 Trust Deed ............................................................................................. 6 3.4 Trustee's discretion ................................................................................ 6 3.5 Order of distribution of Trust Fund ......................................................... 6 3.6 Condition to distribution and surplus ..................................................... 8 3.7 Minimum Dividend ................................................................................. 8 3.8 Payments under this Deed .................................................................... 8 3.9 Payments not made ............................................................................... 8 3.10 Discharge ............................................................................................... 8

4. Perpetuity Period .................................................................................................. 8

5. Loans ...................................................................................................................... 9

6. Claims..................................................................................................................... 9

6.1 Admissibility of Claims ........................................................................... 9 6.2 Determination of Claims ...................................................................... 10 6.3 Disputed Claims ................................................................................... 10 6.4 Abandonment of Claims ...................................................................... 11 6.5 Register of Admitted Creditors ............................................................ 11 6.6 Discharge of Claims............................................................................. 11 6.7 Creditors' costs and expenses............................................................. 11 6.8 Claims extinguished............................................................................. 11 6.9 Bar ....................................................................................................... 11

7. Meetings of Admitted Creditors ........................................................................ 11

8. Committee ............................................................................................................ 12

9. Remuneration of Trustee.................................................................................... 12

9.1 Payment of remuneration and disbursements ..................................... 12

10. Indemnity of Trustee ........................................................................................... 12

10.1 Indemnity ............................................................................................. 12 10.2 Continuing indemnity ........................................................................... 13 10.3 Indemnity not to be affected or prejudiced .......................................... 13 10.4 Lien ...................................................................................................... 13 10.5 Priority .................................................................................................. 13

11. Liability of Trustee .............................................................................................. 13

11.1 Exclusion of Liability ............................................................................ 13 11.2 Reliance on Advice .............................................................................. 14 11.3 Conflicts ............................................................................................... 14

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12. Trust account ...................................................................................................... 14

12.1 Opening of Bank Account .................................................................... 14 12.2 Bank Account ....................................................................................... 14

13. Trustee's resignation .......................................................................................... 14

13.1 Trustee resignation .............................................................................. 14 13.2 Replacement trustee to execute deed ................................................. 14 13.3 If replacement Trustee not appointed .................................................. 15 13.4 Trustee not obliged to take action ....................................................... 15

14. Termination and variation .................................................................................. 15

14.1 Termination of the Trust ...................................................................... 15 14.2 Variation or termination of this deed .................................................... 15 14.3 Termination of this deed by Court order or resolution ......................... 15 14.4 Report to Admitted Creditors ............................................................... 16 14.5 Previous operation of this deed preserved .......................................... 16 14.6 Variation of deed .................................................................................. 16

15. General ................................................................................................................. 16

15.1 Governing law ...................................................................................... 16 15.2 Jurisdiction ........................................................................................... 16 15.3 Inconsistency with the Corporations Act.............................................. 16 15.4 Inconsistency with constitution, contracts etc. ..................................... 16 15.5 Operation of indemnities ...................................................................... 16 15.6 Further Assurances ............................................................................. 17 15.7 Variation ............................................................................................... 17 15.8 Whole agreement ................................................................................ 17 15.9 Severance ............................................................................................ 17 15.10 Waivers ................................................................................................ 17 15.11 Counterparts ........................................................................................ 17 15.12 Notice ................................................................................................... 17 15.13 Company may execute this deed ........................................................ 18 15.14 Binding Obligations .............................................................................. 18 15.15 GST...................................................................................................... 18

L\320165937.3

Creditors' Trust Deed

Date ____________________

Parties Mintails Limited ACN 008 740 672 (Subject to Deed of Company Arrangement) of care of HQ Advisory, Level 3, 8 Colin Street, West Perth WA 6005 (Company)

James Gerard Thackray in his capacity as deed administrator of the Company of care of HQ Advisory, Level 3, 8 Colin Street, West Perth WA 6005 (Trustee)

Background

A. On 7 January 2016, James Thackray was appointed as the voluntary administrator of the Company pursuant to Part 5.3A of the Act.

B. At the second meeting of Creditors convened under section 439A of the Act and held on6 December 2016, the Creditors resolved that the Company execute a deed of company arrangement pursuant to Part 5.3A of the Act and that the Administrator be appointed deed administrator of that deed of company arrangement (DOCA).

C. On ________________ 2016 the Deed Administrator and the Company executed the DOCA pursuant to section 444B(2) of the Act.

D. The DOCA provides for the establishment of a creditors' trust for the benefit of the Admitted Creditors and the Company Shareholders.

E. The Company and the Trustee enter into this deed as contemplated by the DOCA in order to facilitate distribution by the Trustee to the Admitted Creditors and the Company Shareholders in their capacity as beneficiaries of the Trust Fund.

Operative provisions

1. Definitions, interpretation and governing law

1.1 Definitions

Unless otherwise defined in this deed, defined terms used in this deed have the meaning given to them in the DOCA. In this deed:

DOCA means the deed of company arrangement referred to in Recital B entered into between the Company, the Deed Administrator and the Proponent, a copy of which is contained in Schedule 1.

Effective Date means the date on which the Trust Fund is received by the Trustee as contemplated by the DOCA.

Final Dividend means the last dividend payment to be made by the Trustee to any Admitted Creditor and/or Company Shareholders under this deed.

Loan has the meaning given in clause 5(a).

Power means any right, power, authority, discretion and remedy available to the Trustee under this deed, the DOCA or at law.

Prescribed Rate means 8% per annum, pursuant to Corporations Regulations 5.6.70A.

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PWC Valuation means the Illustrative Liquidation Dividend Calculation reports dated 31 August 2016 prepared by PWC Advisory for David Lake, the Business Rescue Practitioner for the Company’s various subsidiaries.

Trust means the trust established under this deed.

Trustee means James Gerard Thackray in his capacity as trustee of the Trust, or any replacement trustee(s) appointed pursuant to the terms of this deed, jointly or severally.

Trust Fund means the Trust Fund set out in clause 2.2.

Trust Termination Date the date on which the Trust is terminated in accordance with clause 14.

1.2 Interpretation

In this deed:

(a) headings are for convenience only and do not affect interpretation;

(b) words have the meaning given them by Part 1.2 of the Act; and

and unless the context indicates a contrary intention:

(c) an obligation or a liability assumed by, or a right conferred on, 2 or more pe