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CV CHECK LTD PROSPECTUS 1

PROSPECTUSFor an offer of up to 51,000,000 New Shares at an issue price of $0.20 per Share and the offer of

4,000,000 Existing Shares by the Existing Shareholders at a sale price of $0.20 per Existing Share. A total of up to $11,000,000 may be raised under this Prospectus.

Lead Manager Triple C Consulting Pty Ltd

CV CHECK LTDACN 111 728 842

IMPORTANT INFORMATIONThis is an important document that should be read in its entirety. If you do not

understand it you should consult your professional advisers without delay. The Shares offered by this Prospectus should be considered speculative. F

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1 CV CHECK LTD PROSPECTUS

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TABLE OF

CONTENTS Page

Important Notices 04

Key Offer Information 08

Chairman’s Letter 12

1. Investment Overview 14

2. Company and Project Overview 26

3. Risk Factors 34

4. Board and Management 40

5. Details of the Offer 50

6. Financial Information 56

7. Investigating Accountant’s Report 74

8. Material Contracts 82

9. Additional Information 86

10. Directors’ Authorisation 98

11. Glossary 102

12. Corporate Directory 106

13. Application Form 110


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Important NoticesF

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Ellenbrook Rabbitohs Perth, Western Australia Australia

“By helping us screen all of the key people within our club, CVCheck plays an integral part in creating a safe and trusted environment for all of our players, members and volunteers”.

Jodi TopineEllenbrook Rabbitohs Rugby League Club

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IMPORTANT NOTICES

This Prospectus is dated 26 June 2015 and was lodged with ASIC on that date. ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Shares may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

It is important that you read this Prospectus in its entirety and seek professional advice where necessary. The Shares the subject of this Prospectus should be considered highly speculative.

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

2.2 Website – Electronic ProspectusA copy of this Prospectus can be downloaded from the website of the Company at cvcheck.biz/investors. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

2.3 Website No document or information included on our website is incorporated by reference into this Prospectus.

2.4 Forward-looking statementsThis Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of our Company, the Directors and our management.

We cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

We have no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.

These forward looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 3 of this Prospectus.

2.5 Photographs and Diagrams

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

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2.6 No offering where offering would be illegalThe distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. It is important that investors read this Prospectus in its entirety and seek professional advice where necessary.

No action has been taken to register or qualify the Shares or the Offer, or to otherwise permit a public offering of the Shares in any jurisdiction outside Australia. This Prospectus has been prepared for publication in Australia and may not be released or distributed in the United States of America.

2.7 Definitions and abbreviationsDefined terms and abbreviations used in this Prospectus are explained in the Glossary set out in Section 11 of this Prospectus.

2.8 No cooling off periodApplicants have no cooling off rights in relation to Shares for which they apply. This means that an Applicant is not permitted or entitled to withdraw its Application once submitted, other than in certain specified circumstances as detailed in the Corporations Act.

2.9 Financial amountsThe financial amounts in this Prospectus are expressed in Australian dollars unless otherwise stated. Any discrepancies between the totals and sums of components in tables contained in this Prospectus are due to rounding.

2.10 Industry and market dataIndustry and market data used throughout this Prospectus was, in most instances, obtained from surveys or studies conducted by third parties, and industry and general publications. The Company has no reason to doubt that this information is reliable. It is noted however, that this information has not been verified by any independent sources.

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Key Offer InformationF

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KEY OFFER

INFORMATIONKEY DATES

Opening Date for applications Monday, 6 July 2015

Closing date for applications Monday, 3 August 2015

Expected date of dispatch of holding statements Monday, 10 August 2015

Expected date of quotation of Shares on the ASX Monday, 17 August 2015

Disclaimer: dates are indicative only, reserve right to amend any date without notice

OFFER STATISTICS

# Shares offered under this Prospectus (General Offer) 51,000,000

# Shares offered under this Prospectus (Vendor Sales Offer) 4,000,000

Shares on issue preceding the Offer 133,562,500

Shares on issue following the Offer 184,562,500

Offer Price $0.20

Market Capitalisation at the Offer Price 36,912,500

Note: Assumes maximum subscription


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Chairman’sLetterF

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Dear Investor,

I am pleased to present to you this offer to invest in the growth of CV Check Ltd (CVCheck or the Company).

CVCheck is an Australian success story founded more than ten years ago and developed carefully since to achieve the strong growth that is outlined in this Prospectus. The business idea, successful development and early commercialisation of the business has seen the Company being a named Finalist in the Western Australian Department of Commerce’s 2012 and 2013 WA Innovators of the Year Awards, an achievement of which we are immensely proud.

At this stage in the Company’s evolution, CVCheck is seeking additional equity capital for the purpose of funding more expansive marketing and product development and to support the scale necessary to take advantage of its strong domestic market position. The Directors consider that the funds raised under this Prospectus will assist the Company in achieving those aims.

The Company will make an application for admission of its Shares to the Official List of the ASX.

As the Company continues on its path to achieve ongoing growth and development of its business and supporting technologies, I commend this opportunity to you to invest in the Company and look forward to welcoming you as a Shareholder.

Yours sincerely

Chris Brown Non-Executive Chairman

CHAIRMAN’S LETTERF

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Investment OverviewF

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Finance Brokers Association of Australia

Brisbane Australlia

“Speed and reliability are important to FBAA in processing member applications quickly and accurately. That’s why we’ve partnered with CVCheck as the preferred supplier of screening services to the Finance Industry”.

Peter WhiteChief Executive Officer

Finance Brokers Association of Australia

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Investment Overview 1This Section is a summary only and not intended to provide full information for investors intending to apply for Shares and Existing Member Shares offered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety.

Who is making the Offer?CV Check Ltd was incorporated on 9 November 2004 as a private company to establish the business of ‘CVCheck’. In July 2014 the Company was converted to a public company for the purpose of widening the investor base in the business with the intention of continuing to grow and develop the CVCheck business.

The Company operates an online global screening and verification (SAV) service through its website cvcheck.biz. The Company has developed an online interface that enables users to engage CVCheck to access both primary and third party information data providers and data sources such as police databases, traffic records and professional membership organisations to verify, screen and check personal information as illustrated in the diagram below:

Overview of CVCheck’s Business Model

Government Agencies

ASIC

Universities & Professions

Employers

Criminal History

Traffic Records

Qualification Registers

Employee References

Credit Records

Financial Information

INFORMATION SUPPLIERS

INFORMATION

CVCh

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CVCh

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Corporate Customers

CUSTOMERS

Auth

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Scre

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Police

Credit Agencies

What is our business model?The Company offers a ‘one stop shop’ where revenue is generated directly from the online sale of SAV checks to users/customers. The Company then either pays information suppliers to obtain and verify information or directly compiles the required information through its automation processes and operations personnel.

Revenue is derived from individuals applying for checks directly from the Company’s website and via organisations such as employers and recruitment agencies that conduct multiple checks. The Company’s services are also applicable to directors and companies needing to provide evidence to ASX of the satisfaction of ASX Listing Rule 1.1, condition 17.

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The Company has enjoyed continued revenue growth since January 2014, as shown in the graph below:

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$600,000

$500,000

$400,000

$300,000

$200,000

$100,000

Q114A

CVCheck Revenue Jan 14 to Mar15, Quarterly$800,000

$700,000

Q214A Q314A Q414A Q115A

10%

24%

25%

59%

21%

$-

The Company’s online screening process appeals to organisations as it provides a more efficient, cost effective, quicker and reliable method of verifying data, for example on potential and current employees, when compared to undertaking this screening process manually in-house and the comprehensive multi-product offering means organisations can reduce their number of suppliers. CVCheck’s online workflow process is designed to be clear, simple and offers comprehensive hierarchical permissioned access for ordering and viewing. Screening can be pre defined then the request supplied to potential or current employees. Orders can be pre paid or terms are available, subject to credit approval.

Individuals are also provided a specifically tailored solution by CVCheck which enables them to easily order checks and use their verified information. CVCheck’s solution is ideal for those individuals who wish to provide verified information to other persons or organisations, whether in support of a licence application, an application for employment or a tenancy, or for any other purpose, such as volunteering in community based organisations.

People who purchase can use the unique CVCheck Link® technology to share their verified information with others. CVCheck also operates partnerships with peak bodies.

What are our objectives? The Company’s main objectives on completion of the Offer are:

• to finalise the Company’s move toward an admission to Official Quotation on the ASX; and

• to utilise funds received to continue the growth of CVCheck’s business.

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What are the key investment highlights

Diverse product range

The Company operates a web based interface which provides a one stop shop for SAV procedures that allows fast SAV of an individual across a number of data sources and information providers in more than 190 countries.

Innovative technology

Extensive technology application is a core component of the CVCheck SAV process; the Company’s proprietary CVCheck Link® and Check Code® technology is unique to the industry.

Significant new market opportunities

Historically the majority of income has been derived through the provision of police checks. However, CVCheck has established that its wide product range is applicable to a number of other previously untapped markets such as childcare providers, recruitment agencies, removalists, the retail sector and the tertiary education sector, which provide significant growth opportunities.

Highly experienced management team

CVCheck has assembled an experienced senior management team, with the range of skills required to execute the Company’s growth strategy.

Immature global market

The online SAV market is a potentially large market, both in Australia and globally, that is still in its infancy. CVCheck has a comprehensive suite of products, which ideally positions the Company to become a leading Australian provider with opportunity to grow into the global market.

Early mover advantage

Since May 2012 CVCheck has developed software that has allowed it to greatly automate the SAV process. Automation is already significantly reducing touch time in the SAV process; this confers considerable competitive advantage.

What are the key risks?The business, assets and operations of the Company are subject to certain risk factors that have the potential to influence the operating and financial performance of the Company in the future. These risks can impact on the value of an investment in the Securities of CVCheck.

The Board aims to manage these risks by carefully planning its activities and implementing risk control measures. Some of the risks are, however, highly unpredictable and the extent to which they can be effectively managed is limited.

Investment Overview 11.4

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Set out below are summaries of the specific risks that the Company is exposed to. A detailed outline of these risks, as well as further generalised risks relevant to the Company are outlined in Section 3.

Attracting Traffic to Website

The Company’s revenue depends upon attracting sufficient traffic to its website. The level of traffic directly influences the number of new users, an important driver of revenue growth.

Special Reputational Risks

The Company operates in an online and fast-changing environment. Negative publicity can spread quickly, whether true or false. Disgruntled users posting negative comments about the Company in public forums may have a disproportionate effect on the Company’s reputation and its ability to earn revenues and profits.

Customer Service Risks

Users may need to engage with CVCheck’s customer service personnel in certain circumstances, such as if they have a question about the services, or if there is a dispute between users or between a user and the Company. The Company needs to recruit and retain staff with interpersonal skills sufficient to respond appropriately to customer service requests.

Reliance on Third Party Contractors

While all care is taken to contract with third parties that have appropriate expertise and experience, using competitive pricing bases, there can be no guarantee that those third parties will perform as expected or required. Non-performance by third party contractors may have a material adverse effect on CVCheck.

Reliance on Third Party Infrastructure

Reliance upon telecommunications systems collectively supplied by government and third party providers is an integral feature of providing services over the internet. As such, CVCheck places reliance on the proper operation and maintenance of those facilities outside of its direct control in order to deliver its product to market. Non-performance of, or the lack of availability of, third party infrastructure may have a material adverse effect on CVCheck.

Order Growth There is a risk that CVCheck does not increase its share of the Australian SAV market. Medium term revenue and net profit levels are directly dependent on increasing CVCheck’s market share of the Australian SAV market.F

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Management of Future Growth

The Company has experienced a period of rapid growth and increase in the number of its employees and officers and the scope of its supporting infrastructure. This growth has resulted in new and increased responsibilities for management and has placed, and will continue to place, a significant strain on the Company’s management. The Company will be required to continue to implement and improve its systems and processes in a timely manner in order to accommodate the increased number of transactions and customers and the increased size of its operation.

Project Risks Part of the Company’s growth strategy is built on the assumption that it can significantly increase the level of automation in its operations and product offering through the ongoing agile development of intellectual property and software. Failure or a delay in developing this intellectual property may result in lower growth than expected.

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company and you should refer to the outline of risk factors in Section 3 of this Prospectus before deciding whether or not to apply for Shares pursuant to this Prospectus.

What is the Offer?The Offer is an initial public offering of up to 51,000,000 New Shares in the Company and the sale of 4,000,000 Existing Shares at an offer price of $0.20 per Share. Up to $11,000,000 may be raised under the Offer.

The key information relating to the Offer and references to further details are set out below.

What is the indicative timetable?*Lodgement of Prospectus with ASIC 26 June 2015

Opening Date 6 July 2015

Closing Date 3 August 2015

Despatch of holding statements/certificates 10 August 2015

Quotation on Securities on ASX 17 August 2015

* The above dates are indicative only and may change without notice. The Company reserves the right to extend the Closing Date or close the Offer early without notice.

What is the purpose of the Offer?The purpose of the Offer is to:

(a) raise sufficient funds to fund business development and growth;

(b) facilitate an application to ASX for admission to official quotation on the ASX;

(c) facilitate the sale of Existing Shares by the Existing Vendor Shareholders; and

(d) provide working capital for the purpose of the continuing growth of the business.

Investment Overview 1

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How are the funds raised intended to be used?The Company intends to apply funds raised from the Offer as follows:

1.10 What will the capital structure be on completion of the Offer?The capital structure of the Company following completion of the Offer (assuming full subscription) is summarised below1:

1.9

Allocation of funds

Minimum Subscription

($) $7,200,000

Percentage of Funds (%)

Full Subscription

($) $11,000,000

Percentage of Funds (%)

Expenses of the Offer1 $634,014 8.8% $816,920 7.4%

Costs associated with application for listing on ASX $84,724 1.2% $87,630 0.8%

Fund purchase of Shares from Vendor Shareholders3, 4 $0 0% $752,0002 6.8%

Product development, marketing and business growth costs $6,481,262 90% $9,269,867 84.3%

Working capital and administration costs5 $0 0% $73,583 0.7%

Total $7,200,000 100% $11,000,000 100%

1 Refer to Section 9.9 of this Prospectus for further details.

2 This amount represents the amount paid out to the Existing Vendor Shareholders less the amount paid by way of broker fees to the Lead Manager.

3 The proceeds of the Offer to be paid to the Existing Vendor Shareholders will be paid to those Existing Vendor Shareholders in proportion to the number of Existing Shares that each Existing Vendor Shareholder is offering under this Prospectus. Details of the Existing Vendor Shareholders are shown in Section 5.1.

4 Where funds are raised in excess of the minimum subscription, those funds will first be applied toward the increased expenses of the Offer, including ASX costs, and will then be applied to product development , marketing and business growth costs. Amounts to the Existing Vendor Shareholders will only be paid from the last $800,000 raised by the Company and will be paid on a pro rata basis to the Existing Vendor Shareholders in relation to their interest in the Vendor Selldown.

5 The Company already has sufficient funds to meet its general working capital and existing administration expenses. The monies raised are primarily intended to be applied to the growth of the Company’s products and market and business growth as shown and described in this Prospectus.

The above table is a statement of current intentions as of the date of this Prospectus. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

Shares2 Number

Shares retained by Existing Shareholders currently on issue 129,562,500

Existing Shares offered for sale by Existing Vendor Shareholders 4,000,000

New Shares to be issued pursuant to the Offer 51,000,000

Total Shares on completion of the Offer 184,562,500

Options3 Number

Options exercisable at $0.25 on or before 30 April 2018 12,656,250

Options to be issued pursuant to the Offer Nil

Options to be issued exercisable at $0.25 on or before the date that is two years from issue4 10,000,000

Options to be issued exercisable at $0.30 on or before the date that is three years from issue5 10,000,000

Total Options on completion of the Offer 32,656,250

1 Refer to the Investigating Accountant’s Report set out in Section 7 of this Prospectus for further details.

2 The rights attaching to the Shares are summarised in Section 9.2 of this Prospectus.

3 The terms and conditions of each class of Options is set out in Sections 9.3 and 9.4 of this Prospectus.

4 Comprising 5,000,000 Options to be issued to the Lead Manager pursuant to the Lead Manager Mandate. In addition, the Board has resolved to issue 5,000,000 Options to members of the Board and management, subject to ASX granting the Company approval for the Company to list on ASX.

5 Comprising 5,000,000 Options to be issued to the Lead Manager pursuant to the Lead Manager Mandate. In addition, the Board has resolved to issue 5,000,000 to members of the Board and management, subject to ASX granting the Company approval for the Company to list on ASX.

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Who are the Company’s substantial shareholders?Those Shareholders holding 5% or more of the Shares on issue, both as at the date of this Prospectus and on completion of the Offer (assuming full subscription), are set out in the respective tables below.

As at the date of the Prospectus

Shareholder Shares Options % (undiluted)

% (fully diluted)

Beverley Carolan1 87,234,043 Nil 65.31 59.66

1 Beverley Carolan is a related party of Steve Carolan, a Director of the Company.

On completion of the Offer

Shareholder Shares Options % (undiluted)

% (fully diluted)

Beverley Carolan1, 2 85,734,043 Nil 46.45 39.47

1 Beverley Carolan is a related party of Steve Carolan, a Director of the Company.

2 Beverley Carolan, in her capacity as the Trustee of the Fourth Watch Trust is participating in the Vendor Selldown as shown in Section 5.1.

Key Offer Statistics, Historical and Forecast Financial Information2

Key Offer StatisticsOffer Price $0.20

New Shares offered under this Prospectus 51,000,000

Existing Shares offered for sale 4,000,000

Options offered under this Prospectus Nil

Shares retained by the Existing Shareholders 129,562,500

Total Shares on issue on completion of the Offer 184,562,500

Implied market capitalisation at Offer Price1 $36,912,500

Pro-forma cash on hand on completion of the Offer $11,230,649

Enterprise value at Offer Price3,4 $25,681,851

Investment Overview 11.11

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Key Financial Information

Audited Jun-12A

($)

Audited Jun-13A

($)

Audited Jun-14A

($)

Unaudited Forecast Jun-15F5

($)

Unaudited Forecast Jun-16F5

($)

Revenue 1,161,117 1,324,393 1,110,125 2,639,166 6,276,594

Profit/(Loss) after income tax 93,128 (98,604) (861,398) (2,323,647) (6,572, 470)

Earnings/(loss) per share6 0.001 (0.001) (0.009) (0.019) (0.036)

Audited Jun-12A

($)

Audited Jun-13A

($)

Audited Jun-14A

($)

Reviewed Apr-15A

($)

Unaudited Pro forma Apr-15PF

($)

Total assets 624,864 932,217 2,062,393 3,778,880 12,557,874

Total liabilities 824,470 386,428 454,877 812,605 662,605

Net assets/(liabilities) (199,606) 545,789 1,607,516 2,876,183 11,805,177

Net cash position 60,262 145,385 1,122,057 2,400,793 11,230,649

Investors should note that past financial performance of the Company is not a guide to the future financial performance of the Company.

Notes:

1. At the Offer price of $0.20 per Share.

2. The financial information for the 2012, 2013 and 2014 financial years have been audited and the financial information for the 10 months to April 2015 has been reviewed. For further information in relation to the pro forma historical information please refer to Section 6 Financial Information and Forecasts and Section 7 Investigating Accountant’s Report.

3. The total number of Shares on issue following the Offer will be the sum of the total number of New Shares issued under the Offer, the number of Existing Shares offered by the Existing Shareholders under the Offer and the number of Shares retained by the Existing Shareholders.

4. Enterprise value is calculated as the market capitalisation at the offer price minus pro-forma net cash of $11,230,649 as at 30 April 2015.

5. The forecast financial information is based on a number of assumptions, estimates and pro-forma adjustments that are subject to business, economic and competitive uncertainties. The forecast statutory net loss after tax for the 2015 financial year is $2,323,647 and for the 2016 financial year is $6,572,470. The forecast information presented in this Prospectus may vary from actual financial results and these variations may be material. Please refer to Section 6 of the Prospectus for further details in relation to the forecast financial information and assumptions.

6 In order to permit cross period comparison, earnings per share calculations for 2012 and 2013 financial years are based upon ordinary shares on issue adjusted for a share split which occurred during the 2014 financial year. In order to permit cross period comparison, earnings per share calculations for 2012 and 2013 financial years are based upon ordinary shares on issue adjusted for a share split which occurred during the 2014 financial year.F

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

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

Does the Company have a dividend policy?The Company does not yet have a dividend policy and has no immediate intention to declare or distribute dividends.

Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the availability of distributable earnings and operating results and financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.

Who are the Directors and key personnel?The Board has a broad range of experience in the SAV industry as well as commercial expertise.

A profile on each of the Directors and their respective experience and skills, together with the other key personnel in the business, is set out in Section 4.1.

Chris Brown Non-Executive Chairman

Steve Carolan Managing Director

Rod Sherwood Executive Director, Chief Financial Officer

Colin Boyan Executive Director, IT and Marketing

Craig Sharp Executive Director, General Counsel

Peter Sheppeard Non-Executive Director

Corporate GovernanceThe Company has adopted The Corporate Governance Principles and Recommendations (3rd Edition) as published by ASX Corporate Governance Council (Recommendations).

The Company’s main corporate governance policies and practices are available from the Company’s website cvcheck.biz/investors.

Investment Overview 1

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Disclosure of InterestsFor each of the Directors, the proposed annual remuneration for the financial year following the Company’s admission to the Official List together with the relevant interest of each Director in the Securities of the Company as at the date of this Prospectus is set out in the table below:

Director Remuneration Shares Options1

Chris Brown $60,7002 312,500 156,250

Colin Boyan $225,000 Nil 1,562,500

Steve Carolan $405,0003 87,234,0434, 6 1,562,500

Rod Sherwood $225,000 5,319,1485, 6 1,562,500

Craig Sharp $172,500 2,127,660 520,833

Peter Sheppeard $54,750 3,470,000 100,000

1 In addition to the options above, the Board has resolved to issue the following Options to the following Directors, subject to ASX granting the Company approval to be listed on ASX:

Director Exercisable at $0.25 on or before 2 years from issue

Exercisable at $0.30 on or before 3 years from issue

Colin Boyan 1,250,000 1,250,000

Steve Carolan 1,250,000 1,250,000

Rod Sherwood 1,250,000 1,250,000

Craig Sharp 416,667 416,667

2 As a term of his appointment, the Company, prior to listing, will issue Mr Brown 75,000 performance rights. Each performance right will vest into one Share on the date that is 12 months after the Company commences trading on ASX, subject to Mr Brown remaining as Chair of the Company at that time.

3 This amount includes an amount paid to Beverley Carolan, a related party of Mr Carolan, as a full-time employee of CVCheck

4 These Shares are held by Beverley Carolan, a related party of Mr Carolan.

5 Includes shares held by Gaynor Gardiner-Sherwood, a related party of Mr Sherwood.

6 Each of Mr Carolan and Mr Sherwood, or their related parties, are participating in the Vendor Selldown under this Prospectus.

Agreements with Directors or Related PartiesThe Company’s policy in respect of related party arrangements is:

(a) a Director with a material personal interest in a matter is required to give notice to the other Directors before such a matter is considered by the Board; and

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

The Company has entered into the following agreements with related parties of the Company:

• an employment agreement with Steve Carolan;

• an employment agreement with Rod Sherwood;

• an employment agreement with Craig Sharp;

• an employment agreement with Colin Boyan;

• a services agreement with Trilogy Systems Pty Ltd, a company associated with Colin Boyan;

• a mandate with Triple C Consulting Pty Ltd, a company associated with Peter Sheppeard; and

• deeds of indemnity, insurance and access with each Director of the Company.

Each of these agreements is summarised in Section 8.

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2.0


Company and Project OverviewF

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“CVCheck provides me with peace of mind when it comes to screening and verification, giving me more time to do the things I enjoy”.

Doug FitchManaging Director

Agworld

Agworld Perth, Western Australia Australia Colorado

New Zealand

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Company and Project Overview 2BackgroundFounded in 2004, CVCheck offers a fast, automated comprehensive, global, online SAV process.

Business ModelThe Company’s business model, including the graphical presentation of the Company’s continued revenue growth since the January 2014 quarter is summarised in Section 1.2.

Products and ServicesCVCheck offers a comprehensive range of over 700 checks in 190 countries, all of which are available for ordering online. Available to view before ordering are samples (in many cases), details of the checks and verifications conducted for each product, likely turnaround times and full pricing details. User help movies, customer helplines and other support are also provided.

Information is compiled by CVCheck at source or through negotiated supply contracts from other database owners. Negotiation for access to external databases is often protracted due to the sensitivity of the information provided, requiring complexity and robustness of processing systems and interfaces as well as requirements imposed by CVCheck whereby such information suppliers must meet similarly high standards.

A summary of some of the Australian SAV products available from CVCheck and the source information supplier is set out below:

Verification Information Supplier

National Police Check The CrimTrac Agency

State Traffic Record State and Territory Police Departments and Transport Departments

Anti-Money Laundering Thomson Reuters

Bankruptcy Australian Financial Security Authority (AFSA)

Business Interests Australian Securities and Investment Commission (ASIC)

Credit Default Dun & Bradstreet

Financial Regulatory ASIC and the Australian Prudential Regulation Authority (APRA)

Employment Verification Employer

Employment Reference Employer

Work Entitlement Department of Immigration and Citizenship

Workers Compensation State or Territory Workers Compensation Authorities (eg NT Worksafe)

Professional Membership Member Organisation

Professional Qualification Issuing Authority (eg CPA)

Tertiary/Trade Qualification Issuing Institution (eg University or TAFE)

Summary of CVCheck’s Australian Products

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CVCheck Technology

Customer InterfaceCustomer service first commences through the client experience of the Company’s Total Workflow Solution system, which includes:

• a quick registration process;

• a one stop shop providing access to easy online ordering of numerous checks;

• a sophisticated front end website that is clean, easy to use, and fast;

• specific individual, organisation and partner tailored services;

• CVCheck Link® technology permitting multiple use, third party, instant sharing of certified validated checks;

• simple dashboard controls including notification to individual customers when shared information has been accessed;

• hierarchical permissioned access structures for organisations, and;

• automation of interfaces with suppliers and check flows making SAV quicker, simpler and more accurate.

Extensive technology application is a core component of CVCheck’s SAV process; the Company’s proprietary CVCheck Link® and Check Code® technology is unique to the industry.

Individual Solution: Privacy, Speed, Security, Multi UseCVCheck technology enables the individual to order and receive all of their required SAV checks online simply, quickly and cost effectively for a lower total price. Individuals enjoy CVCheck dashboards to monitor their orders, access their check results and use CVCheck Link® technology to share their results with third parties.

Organisation Solution: Full Suite, Speed, Efficiency, Security, Tailored AccessCVCheck offers a workflow based, hierarchy sensitive, full service suite of SAV services; it offers a total workflow solution. The online system flows well and is intended to provide an easy to use user interface for order tracking and applies easily permissioned hierarchical access to cater for the highly sensitive nature of verified information. Use of CVCheck technology allows organisations to undertake all required SAV quickly, easily and cost effectively, eliminating manual and repetitive processes and the need to engage with multiple third parties.

Automation TechnologyCVCheck’s automation Proof of Concept project required extensive development in order to create a process workflow solution, integrate the customer relationship management software, phone and database systems, and automate notification of order processing status and result delivery to clients. Following successful delivery of the event processing framework, customer systems integration and workflow foundation frameworks, in Q3 2013 CVCheck shifted into a bi weekly agile development process, which has resulted in progressive automation of processes.

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Company and Project Overview 2CVCheck Link® TechnologyProprietary to the Company, CVCheck Link® technology allows hyperlinks to be inserted into any electronic CV or document by an individual so that their verified information can be shared with any chosen organisation or individual. A valid access code cannot be readily guessed, faked, or hacked; documents are easily verified against the originals, with the link taking the viewer directly to the electronic validated documents hosted on the CVCheck database. Individuals can monitor usage of such shares via their dashboard and turn off the links once they are no longer necessary.

CVCheck Link® technology has wider security applications and is already embedded in all check results obtained through the CVCheck system.

Check Code® TechnologyA Check Code® can be used to easily tell job applicants, contractors or employees which checks they should obtain before applying for a position. The organisation selects the checks online and creates a Check Code®; the applicant uses the Check Code to automatically select their checks, complete the work required to order the checks, and both the organisation and the applicant get online access to the results (the organisation can determine who pays by creating an Unpaid or Prepaid Check Code).

Technical Functionality and ViabilityYears of in-house trials and in-market pilots have comprehensively proved the viability and robustness of CVCheck’s new in-market technology; new developments are regularly piloted.

Customers

IndividualsIndividuals are provided a specifically tailored solution by CVCheck which enables them to easily order checks and use their verified information. CVCheck’s solution is ideal for those individuals who wish to provide verified information to other persons or organisations, whether in support of a licence application, an application for employment or a tenancy, or for any other purpose, such as volunteering in community based organisations.

OrganisationsCVCheck’s online screening process appeals to organisations as it provides a more efficient, cost effective, quicker and reliable method of verifying data on potential and current employees when compared to undertaking this screening process manually in-house; the comprehensive multi-product offering means organisations can reduce their number of suppliers. CVCheck’s online workflow process is clear, simple and offers comprehensive hierarchical permissioned access for ordering and viewing. Screening can be pre-defined then the request supplied to potential or current employees. Orders can be pre-paid or terms are available, subject to credit approval.

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Revenue StreamsCVCheck primarily generates revenue from its customers undertaking the various searches offered by the Company. Most customers pay CVCheck directly at the time of ordering their searches using credit card or other online payment systems, so the Company is not generally exposed to outstanding debtors.

The software interface is free. The majority of CVCheck’s online checks are employment related.

Commonwealth FundingThe Company has been the recipient of a contract with the Commonwealth, represented by Commercialisation Australia, for assistance via grant monies that have been used to partially fund Proof of Concept work during the Company’s pre-commercialisation phase and Experienced Executive funding during its early commercialisation phase. This contract is expected to expire on 30 June 2015.

The Company is grateful to the Federal Government for this assistance which has been instrumental in its evolution.

CVCheck hopes to retain a strong relationship with AusIndustry and the Commercialisation Australia networks beyond the term of this current relationship, although no immediate funding is expected.

Industry Overview

Australian Market SizeThe Australian SAV market is characterised by both online and offline providers of SAV services in what may be described as a fragmented market.

As indicated above, SAV services are particularly, and most obviously, relevant in the employment industry.

To understand the size of the pre-employment SAV market, and the Company’s opportunity in this single aspect of the wider SAV market, the Company provides the following summary of Australian Bureau of Statistics annual employment data to November 2014 broken down by industry sector, and job vacancies within each industry sector.

Industry (ABS data) Total Employment (‘000) Vacancies (‘000)

Accommodation 777 49

Administrative 382 68

Construction 1,039 51

Education 916 12

Utilities 146 3

Financials & Insurance 417 36

Government Body 731 22

Health Services 1,407 55

IT Services 1,135 84

Manufacturing 926 39

Mining 251 18

Non-Classified 1,024 53

Real Estate 216 10

Retail 1,238 58

Transport, Logistics 597 19

Wholesale Trade 388 26

Total 11,588 603

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Company and Project Overview 2Key supplier relationshipsThe Company has in place non-exclusive licensing or access arrangements with various government and non-government information providers, including:

• The CrimTrac Agency;

• State and Territory police and transport departments;

• Department of Immigration and Citizenship;

• State and Territory workers compensation departments;

• Australian Financial Security Authority;

• Thompson Reuters; and

• Dun & Bradstreet.

Factors influencing growthThe Company considers that the following factors will impact or drive the Company’s ability to grow its business using its current business model:

External drivers

(a) The Internet - the bright side We are living through the information revolution: an era of faster and more dramatic

change than took place during the industrial revolution. Already, most Australian jobs and employment opportunities are moving online as people and businesses look to the Internet to find contractors and employees while contractors and employees look to the Internet to find jobs.

(b) The Internet - the dark side The speed and accessibility of the Internet brings with it risks. Information that is

sourced from the internet may be false or inaccurate. Almost any information found online needs to be checked and verified before it can be relied upon.

(c) Disruptive Technology Over the course of this decade, many more industries are likely to be disrupted by

software, as those industries become increasingly within the scope of multi-country software and technology applications. CVCheck is seeking to build software and back office technology to do this in the SAV space and has access to relevant data to make the systems work faster.

(d) Legal and Regulatory Push As consumers and electorates become increasingly informed of potential risks,

both government licensing authorities and industry self-regulators require verified information from industry participants. At the same time, increasing pressure on government budgets means that legal risk and compliance costs are often passed on to participant organisations. There are myriad examples:

• ASX Corporate Governance Principles and Recommendations 2.1 recommends proposed Directors to be screened before being presented to shareholders;

• although the precise licensing requirements for employees working in the liquor or gaming industries will vary from State to State, the relevant authority will typically inquire as to any criminal history of the applicant;

• in many states of Australia, a criminal history check and disclosure of any traffic convictions is required before an applicant can be granted a taxi driver licence;

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• it is common for a “fit and proper” character test to be satisfied by proof of an acceptable criminal history before a State will grant a licence for many occupations such as builders, plumbers, real estate agents, motor vehicle dealers and more; and

• increasingly, employers in the health and education industries require at least annual confirmation of the fit and proper character of their employees and contractors.

(e) Public Relations Risk In the modern age of instant worldwide news coverage and all-pervasive social media,

employers and licensing authorities need to be increasingly cautious about ensuring that all of their decisions are based on verifiable facts.

Internal driversDuring the past three years CVCheck considers that it has developed technical advantages in its operational automation as well as implementing its two supplemental distribution channels:

• for peak bodies responsible for industry self-regulation or assisting members with regulatory requirements, and

• for individuals via its specifically tailored user interface, automated communications and operations edge.

The two channels add great strength to CVCheck’s offer of traditional market service and provide greater flexibility in business development.

Furthermore, CVCheck considers that its additional focus on ensuring the individual is directly involved with the organisational screening process and can also easily participate in the wider screening market themselves provides considerable competitive advantage.

Competitor Analysis The Australian online SAV industry is characterised by a number of small to medium sized private service providers and government and private data collection services:

• Single Product Providers

A number of single product suppliers try to service the market for National Police Checks. Single product entities are by design low value added offerings and will always have to challenge on two variables – price and absolute speed of check delivery. CVCheck readily competes head to head with this market segment on these measures alone.

• Multi Product Providers

Full service, multi product providers such as CVCheck are quite rare in the Australian market. There are currently only three key competitors each with differing strengths in their technical developments and breadth of product offering.

• Barriers to Entry

It is a significant step to evolve from a single product to a comprehensive multi-product offering: supply agreements, result acceptance in the market place, technology adaptation, delivery platforms, customer communications and in-house expertise all require heavy investment. As a collective, these issues present a significant barrier to entry.

The Company considers that its proprietary technology differentiates it from, and provides it with a competitive advantage over, its competitors in the Australian market.

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3.0


Risk Factors

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IntroductionIn the Directors’ opinion, the Securities offered under this Prospectus should be considered highly speculative. An investment in the Company is not risk free and the Directors strongly recommend potential investors to consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for Shares and to consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

There are specific risks which relate directly to the Company’s business. In addition, there are other general risks, many of which are largely beyond the control of the Company and the Directors. The risks identified in this Section, or other risk factors, may have a material impact on the financial performance of the Company and the market price of the Shares.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

Key risksA summary of specific risks that the Company is exposed to include the following:

(a) Attracting Traffic to Website The Company’s revenue depends upon attracting sufficient traffic to its website.

The level of traffic directly influences the number of new users, an important driver of revenue growth. Various factors affect the level of web traffic arriving at the Company’s website including:

(i) Marketing and Promotions - if marketing and promotion efforts are not effective this will manifest itself as a lack of web traffic.

(ii) Brand Damage - should the Company suffer from reputational damage, web traffic could be affected.

(iii) Search Engine Traffic - search engines, such as Google, direct significant traffic around the internet. Should these search engines make changes to their algorithms and procedures that direct this traffic, CVCheck could see a substantial drop in new users and interaction with existing users. For example, Google regularly updates the algorithms that determine the ranking of results it returns for any given search term. CVCheck attempts to follow Google’s guidelines and online best practice to maintain the flow of traffic to its websites, but such changes could adversely affect its traffic.

A decline in traffic to CVCheck’s website could lead to a decline in CVCheck’s ability to attract and retain users. This could adversely affect CVCheck’s revenues and its ability to continue to grow.

(b) Special Reputational Risks The Company operates in an online and fast-changing environment. Negative

publicity can spread quickly, whether true or false. Disgruntled users posting negative comments about the Company in public forums may have a disproportionate effect on the Company’s reputation and its ability to earn revenues and profits. Additionally, complaints by such users can lead to additional regulatory scrutiny and a consequential increased compliance burden in responding to regulatory enquiries. This could negatively impact upon the Company’s profitability.

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Risk Factors 3(c) Customer Service Risks Users may need to engage with CVCheck’s customer service personnel in certain

circumstances, such as if they have a question about the services, or if there is a dispute between users or between a user and the Company. The Company needs to recruit and retain staff with interpersonal skills sufficient to respond appropriately to customer service requests. Poor customer service experiences may result if the Company loses key customer service personnel, fails to provide adequate training and resources for customer service personnel, or if the computer systems relied upon by customer service personnel are disrupted by technological failures or natural disasters. This could lead to adverse publicity, litigation, regulatory enquiries and declines in users continuing to use the Company’s services, all of which may negatively impact upon the Company’s revenues.

(d) Reliance on Third Party Contractors While all care is taken to contract with third parties that have appropriate expertise

and experience, using competitive pricing bases, there can be no guarantee that those third parties will perform as expected or required. Non-performance by third party contractors may have a material adverse effect on CVCheck.

(e) Reliance on Third Party Infrastructure Reliance upon telecommunications systems collectively supplied by government

and third party providers is an integral feature of providing services over the internet. As such, CVCheck places reliance on the proper operation and maintenance of those facilities outside of its direct control in order to deliver its product to market. Non-performance of, or the lack of availability of, third party infrastructure may have a material adverse effect on CVCheck.

(f ) Order Growth There is a risk that CVCheck does not increase its share of the Australian SAV market.

Medium term revenue and net profit levels are directly dependent on increasing CVCheck’s market share of the Australian SAV market.

(g) Management of Future Growth The Company has experienced a period of rapid growth and increase in the number of

its employees and officers and the scope of its supporting infrastructure. This growth has resulted in new and increased responsibilities for management and has placed, and will continue to place, a significant strain on the Company’s management.

The Company will be required to continue to implement and improve its systems and processes in a timely manner in order to accommodate the increased number of transactions and customers and the increased size of its operation. A failure to do so may adversely affect the Company’s revenue and profitability.

(h) Project Risks Part of the Company’s growth strategy is built on the assumption that it can significantly

increase the level of automation in its operations and product offering through the ongoing agile development of intellectual property and software. Failure or a delay in developing this intellectual property may result in lower growth than expected.

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Industry specific – Online Services(a) Competition CVCheck competes with a number of other companies and government agencies.

Some of these companies and agencies have greater financial and other resources than CVCheck and, as a result, may be in a better position to compete for future business opportunities. In some instances, certain government agencies may benefit from regulatory or internal policy change effectively mandating a government monopoly. There is no assurance that CVCheck can compete effectively with these competitors.

(b) Rate of Migration to Online Services CVCheck endeavours to keep abreast with changes in types of traffic and patterns

of online adoption. However, the needs of its current or potential users may change rapidly. For example, if there is an increase in mobile usage of the Internet or significant uptake of a new Internet browser, the Company would need to ensure that its websites continue to be accessible and easy to use on mobile devices or on that browser. If the Company fails to meet these changing demands, this could lead to a decline in user numbers and a consequent decline in revenue. This could adversely affect the growth of CVCheck.

(c) Seasonality The online services market is somewhat seasonal in nature, with fewer checks being

ordered around important or widely followed holiday seasons, such as the summer school holiday periods. This seasonality may result in lower use of the services in a particular quarter, which could lead to lower revenues.

(d) Regulatory change The market for SAV services for licensing purposes is necessarily controlled by

the legislation and regulations that set the requirements relevant to each licence. A change to those requirements will impact the size of the market to some extent.

Legislation and regulations may also impact the range of SAV services that CVCheck is legally able to offer to employers

A reduction in the range of checks CVCheck is able to offer could lead to lower revenues.

(e) Suppliers There is no guarantee that each of the suppliers of information listed in Section 2.2.1 will

continue to allow existing access arrangements to continue indefinitely. Checks presently facilitated through CVCheck may become unavailable for policy, legal, technical or commercial reasons of the supplier, independently of, or unconnected with, CVCheck. A reduction in the range of checks CVCheck is able to offer could lead to lower revenues.

Furthermore, those suppliers may themselves seek to automate their access systems for direct access by individuals and others.

(f ) Hacker attacks The Company relies on the availability of its website, and the websites of various third

party providers to provide services to users and to attract new users. Hackers could render the websites unavailable through distributed denial of service or other disruptive attacks.

Although the Company has strategies in place to minimise such attacks, these strategies may not be successful. Unavailability of these websites could lead to a loss of revenue whilst the Company is unable to provide services to its customers or access information to respond to its customer requests.

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Risk Factors 3General risks(a) Economic General economic conditions, introduction of tax reform, new legislation, movements

in interest and inflation rates and currency exchange rates and wider geopolitical influences may have an adverse effect on the Company’s SAV activities, as well as on its ability to fund those activities.

(b) Market conditions Share market conditions may affect the value of the Company’s quoted Securities

regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

• general economic outlook;

• introduction of tax reform or other new legislation;

• interest rates and inflation rates;

• changes in investor sentiment toward particular market sectors;

• the demand for, and supply of, capital; and

• terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and industrial stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

(c) Additional requirements for capital The Company’s capital requirements depend on numerous factors. Depending on the

Company’s ability to generate income from its operations, the Company may require further financing in addition to amounts raised under the capital raising. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its market development programmes as the case may be. There is, however, no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company.

(d) Reliance on key personnel and contractors The responsibility of overseeing the day to day operations and the strategic

management of the Company depends substantially on its Board, senior management, key personnel and independent contractors. If CVCheck is unable to attract personnel or engage suitable external technical staff, or if the services of the present management cease to be available to CVCheck, this may affect CVCheck’s ability to achieve its objectives. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees or contractors cease their employment or services with CVCheck.

(e) Litigation There is a continuing and ever present risk that CVCheck could be subject to legal

action; CVCheck is not currently involved in any legal action.

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(f ) Government Action Governmental action, including delay, inaction, policy or regulatory change

particularly relating to matters such as access to verified information may affect CVCheck’s activities.

(g) Investment speculative The above list of risk factors ought not to be taken as exhaustive of the risks faced by the

Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Shares offered under this Prospectus.

Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares.

In the Directors’ opinion, potential investors should consider that the investment in the Company is highly speculative and should consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

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4.0


Board and ManagementF

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Image: CVCheck Board of Directors

4.1 Organisational StructureCVCheck transitioned to a formal Board structure in 2014 as part of its shift from a private to public unlisted company. A Management Committee is also in place to deal with operational matters, working together day to day with formal monthly meetings.

CVCheck has a senior management team that has been assembled to ensure it has the range of skills and experience to guide the business through its next phase of growth.

Detailed summaries of the background, experience and skills of each of the Non-Executive Directors, Chris Brown and Peter Sheppeard, Executive Directors, Colin Boyan, Steve Carolan, Craig Sharp and Rod Sherwood, and the remainder of the key senior management team, Awhina Bishop-Smith and Murray Francis, are set out in this Section.

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Board and Management 4

Chris BrownNon-Executive Chairman

Chris is a Non-Executive Director of Nexvet Biopharma plc, formerly an Australian start-up now listed on NASDAQ, having previously served as its Independent Chairman, and a Director of Preshafood Pty Ltd, a juice company, having served as its Chairman from December 2010 until July 2014.

Chris served as Director (Investment Banking) of Investec Wentworth, a financial services business from July 2002 to March 2006, a Director of Rothschild Australia, a financial services firm, from January 1994 to October 2000, and a Director of Merrill Lynch, a financial services firm, from July 1992 to January 1994.

Chris was a Director and Chairman of Senetas Corporation, an Australian listed public information technology encryption company, from May 2011 to April 2013 and the Founding Chairman of The Conversation Media Group Ltd, a not for profit academic news organisation, from April 2010 to September 2012.

Chris has a Bachelor of Laws degree from University of Adelaide, South Australia and is a Member of the AICD.

Steve CarolanManaging Director

Steve founded the Company in November 2004. Steve has a track record in building, developing and commercialising businesses and became one of two directors of Access Home Loans.

Access Home Loans and subsidiary First National Home Loans were founding companies in the mortgage broking industry, with offices nationwide and in New Zealand. The business was acknowledged as the 42nd fastest growing private company in 1999 and 31st in 2000 by BRW magazine. The founding shareholders successfully sold the business in 2001.

Steve has demonstrated experience in building successful businesses, commercialisation management, development of strategic partnerships, project and business management, technology development and commercialisation.

Steve is not a director of any publicly listed companies.

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Colin BoyanDirector, IT and Marketing

Colin has been working with CVCheck since 2006. As the Chief Technology Officer he has lead the development of CVCheck’s unique technology and is now focussed on systemising marketing.

He holds a BEng (Electronics) and commenced his career as an Engineering Officer in the Royal Australian Air Force where he gained experience in project and military grade software development. Colin has significant knowledge in secure data management.

Subsequently Colin specialised in large client-server software platform development in Hong Kong and Switzerland for major financial institutions, including UBS and Credit Suisse First Boston. His roles included acting as the project lead of a multimillion dollar Global Securities Lending Management System, managing and trading assets worth almost 100 billion Swiss Francs. Colin has significant skills and experience in technology development, large project and financial management, and successful project delivery.

Colin is not a director of any publicly listed companies.

Rod SherwoodDirector, Chief Financial Officer

Rod has run corporate finance for CVCheck since October 2011, putting together a number of successful seed rounds and Commercialisation Australia grants and also assuming responsibility for accounting and tax.

Rod’s career began in Australia with National Australia Bank in the early 1980s before moving to Europe where he was formative in the development of Elsevier Finance SA in Switzerland, which became Reed Elsevier’s principle corporate treasury centre globally with over $11 billion of assets. He left Elsevier Finance SA during 2009 to establish Hamelin34, his corporate finance and treasury consulting vehicle. Rod holds a BBus (Accounting) and is a Fellow of the Association of Corporate Treasurers.

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Board and Management 4

Peter SheppeardNon-Executive Director

Peter is the principle and founder of Triple C Consulting Stockbrokers, founded 2006, a participant member of the National Stock Exchange. Peter’s qualifications include a Bachelor of Business majoring in Finance, RG 146, ADA1 and Margin Lending accreditation. Peter is a member of the AICD and the Stockbrokers Association of Australia (SAA).

Peter is a Non-Executive board member of Lexia Analytics based in Singapore, and tribesta, the world’s first online medical and identification portal.

Craig SharpDirector, General Counsel

Craig is a solicitor admitted in Western Australia who joined CVCheck in September 2012 after more than 20 years’ experience at top tier commercial law firm, Freehills (now Herbert Smith Freehills).

He has applied his skills to providing the management team with easy access to concise and practical legal advice in relation to contractual issues, the operation of regulatory regimes and legal issues more generally.

Craig is not a director of any publicly listed companies.

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Awhina Bishop-SmithChief Operations Officer

Prior to joining CVCheck in June 2012, Awhina spent seven years with one of New Zealand’s largest listed companies, Contact Energy, where she was involved with the implementation and management of a complaint managing department that serviced over 500,000 customers. Awhina then joined Foodstuffs, New Zealand’s largest retail grocery organisation, as a Customer Service & Business Development Manager where she was responsible for their contact centre operations.

Murray FrancisIT Manager

Murray has been working with CVCheck since 2013 and has assumed responsibilities of IT Manager from Colin Boyan.

Murray has over 20 years of experience in software development and holds a BSc (Comp Sci). He spent several years in London working on large scale sporting event websites and after returning to Australia, Murray worked for 10 years for EMIS, the UK market leader in GP healthcare software, leading teams involved in the analysis, design, development and implementation of several custom software solutions.

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Board and Management 44.2 ASX Corporate Governance Council Principles

and RecommendationsOur Company has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company’s needs.

To the extent applicable and appropriate, our Company has adopted The Corporate Governance Principles and Recommendations (3rd Edition) as published by ASX Corporate Governance Council (Recommendations).

In light of the Company’s size and nature, the Board considers that the current board is a cost effective and practical method of directing and managing the Company. As the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed.

The Company’s main corporate governance policies and practices as at the date of this Prospectus are outlined below and a full copy is available in a dedicated corporate governance information section of the Company’s website cvcheck.biz/investors.

Board of directorsThe Board is responsible for corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. The goals of the corporate governance processes are to:

(a) maintain and increase Shareholder value;

(b) ensure a prudential and ethical basis for the Company’s conduct and activities; and

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

Consistent with these goals, the Board assumes, amongst others, the following responsibilities:

(a) driving the strategic direction of the Company, ensuring appropriate resources are available to meet objectives and monitoring management’s performance;

(b) approving and monitoring the budget and the adequacy and integrity of financial and other reporting;

(c) reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance; and

(d) ensuring a high standard of corporate governance practice and regulatory compliance and promoting ethical and responsible decision making.

In carrying out its responsibilities and exercising its powers, the Board:

(a) recognises its overriding responsibility to act honestly, fairly, diligently and in accordance with the law in serving the interests of its shareholders; and

(b) recognises its duties and responsibilities to its employees, customers and the community.

Composition of the BoardThe Board regularly reviews its composition against the Company’s board skills matrix to ensure the appropriate mix of skills and expertise is present to facilitate successful strategic direction.

In appointing new members to the Board, consideration is given to the ability of the appointee to add value to the Board and the Company. The Board’s long term policy is that at an appropriate time in the Company’s development, the majority of the Board will be comprised of non-executive Directors and that at least 50% of the Board will be independent.

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Identification and management of riskThe Board’s collective experience will enable accurate identification of the principal risks that may affect the Company’s business. Key operational risks and their management will be recurring items for deliberation at Board meetings.

The Board:

(a) oversees the Company’s risk management systems, practices and procedures to ensure effective risk identification and management and compliance with internal guidelines and external requirements;

(b) assists in identifying and managing potential or apparent business, economic, environmental and social sustainability risks (if appropriate);

(c) reviews the Company’s risk management framework at least annually to satisfy itself that it continues to be sound;

(d) reviews reports by management on the efficiency and effectiveness of the Company’s risk management framework and associated internal compliance and control procedures.

Ethical standardsThe Board is committed to the establishment and maintenance of appropriate ethical standards. To this end, the Board has approved and ratified a Corporate Code of Conduct that underpins the Company’s commitment to integrity and fair dealing in its business affairs and to a duty of care to all employees, clients and stakeholders.

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

Remuneration arrangementsThe remuneration of an executive Director will be decided by the Board, without the affected executive Director participating in that decision-making process.

The total maximum remuneration of non-executive Directors is initially set by the Constitution and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-executive Directors’ remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-executive Director. The current amount has been set at an amount not to exceed $250,000 per annum.

In addition, a Director may be paid fees or other amounts (i.e. subject to any necessary Shareholder approval, non-cash performance incentives such as Options) as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director.

Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors.

The Board reviews and approves the remuneration policy to enable the Company to attract and retain executives and Directors who will create value for Shareholders having consideration to the amount considered to be commensurate for a company of its size and level of activity as well as the relevant Directors’ time, commitment and responsibility. The Board is also responsible for reviewing any employee incentive and equity-based plans including the appropriateness of performance hurdles and total payments proposed.

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Board and Management 4Trading policyThe Board has adopted a policy that sets out the guidelines on the sale and purchase of securities in the Company by its personnel. In the case of key management personnel (i.e. Directors and, if applicable, any employees reporting directly to the managing director, the policy generally provides that the written acknowledgement of the Chair (or the Board in the case of the Chairman) must be obtained prior to trading.

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

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

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

Departures from RecommendationsIf the Company is successful in its application for admission to the Official List of the ASX, the Company will be required to disclose the extent to which it follows the Recommendations during each financial year in its annual financial report and where applicable any departures from the Recommendations will be separately identified and explained.

The Company’s departures from the Recommendations will be announced to ASX prior to the Company’s commencement of trading on ASX.

4.3

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5.0


Details of the OfferF

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Triple C Consulting Pty Ltd Perth, Western Australia Australia

“Investing is about getting the three key components right – the Board and team, the business model and the capital structure. CVCheck ticks all of these boxes!”.

Peter SheppeardManaging Director

Triple C Consulting Pty Ltd

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Details of the Offer 5The OfferPursuant to this Prospectus:

(a) the Company offers for subscription up to 51,000,000 New Shares at an issue price of $0.20 per New Share; and

(b) the Existing Vendor Shareholders also offer for sale 4,000,000 Existing Shares at a sale price of $0.20 each,

to raise up to $11,000,000 under the Offer.

The New Shares and the Existing Shares offered for sale under this Prospectus will rank equally with the Existing Shares on issue.

The number of Existing Shares offered for sale under this Prospectus by each Existing Vendor Shareholder is set out in the table below:

Existing Shareholder No. of Shares to be sold

No. of Shares retained

% of Shares retained

Beverley Carolan 1,500,000 85,734,043 98.28

Gaynor Gardiner-Sherwood 1,250,000 1,409,574 52.99

Rod Sherwood 1,250,000 1,409,574 52.99

Total 4,000,000 88,553,191 95.68

The Company will not proceed with the Vendor Selldown unless at least $10,200,000 has been raised under the Offer.

The Shares and the Existing Shares offered under this Prospectus will rank equally with the existing Shares on issue.

Minimum subscriptionIf the minimum subscription to the Offer of $7,200,000 has not been raised within four months after the date of this Prospectus, the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

ApplicationsApplications for Shares under the Offer must be made using the Application Form.

Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 2,500 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.

Completed Application Forms and accompanying cheques, made payable to “CV Check Ltd – Offer Account” and crossed “Not Negotiable”, must arrive at or be delivered to the Registry at address set out on the Application Form by no later than the Closing Date.

The Company reserves the right to close the Offer early.

5.1

5.2

5.3

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ASX listingApplication for Official Quotation by ASX of the Shares offered pursuant to this Prospectus will be made within seven days after the date of this Prospectus.

If the Shares are not admitted to Official Quotation by ASX before the expiration of three months after the date of issue of this Prospectus, or such period as varied by ASIC, the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

The fact that ASX may grant Official Quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Shares now offered for subscription.

Issue and transfer of Shares Subject to the minimum subscription to the Offer being reached, the issue of New Shares and transfer of Existing Shares offered by this Prospectus will take place as soon as practicable after the Closing Date.

Pending the issue or transfer of the Shares or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.

The Directors will determine the recipients of the issued or transferred Shares in their sole discretion. The Directors reserve the right to reject any application or to allocate any applicant fewer Shares than the number applied for. Where the number of Shares issued or transferred is less than the number applied for, or where no issue is made, surplus application monies will be refunded without any interest to the Applicant as soon as practicable after the Closing Date.

Applicants outside AustraliaThis Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction, or to any person to whom it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

No action has been taken to register or qualify the Shares or otherwise permit a public offering of the Shares the subject of this Prospectus in any jurisdiction outside Australia. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

If you are outside Australia it is your responsibility to obtain all necessary approvals for the issue of the Shares pursuant to this Prospectus. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by you that all relevant approvals have been obtained.

5.6

5.4

5.5

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5.9

5.8

Details of the Offer 5Applicants in New ZealandThe Offer to New Zealand investors is a regulated offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act 2001 and the Corporations Regulations 2001. In New Zealand, this is Part 5 of the Securities Act 1978 and the Securities (Mutual Recognition of Securities Offerings - Australia) Regulations 2008.

The Offer and the content of this Prospectus are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act and the Corporations Regulations 2001 (Australia) set out how the Offers must be made.

There are differences in how Securities are regulated under Australian law. For example, the disclosure of fees for collective investment schemes is different under the Australian regime.

The rights, remedies, and compensation arrangements available to New Zealand investors in Australian Securities may differ from the rights, remedies, and compensation arrangements for New Zealand Securities.

Both the Australian and New Zealand Securities regulators have enforcement responsibilities in relation to the Offer. If you need to make a complaint about the Offer, please contact the Financial Markets Authority, Wellington, New Zealand. The Australian and New Zealand regulators will work together to settle your complaint.

The taxation treatment of Australian Securities is not the same as for New Zealand Securities.

If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser.

The Offer may involve a currency exchange risk. The currency for the Securities is not New Zealand dollars. The value of the Securities will fluctuate according to changes in the exchange rate between that currency and New Zealand dollars. These changes may be significant. If you expect the Securities to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars.

If the Securities are able to be traded on a Securities market, and you wish to trade the Securities through that market, you will have to make arrangements for a participant in that market to sell the Securities on your behalf. If the Securities market does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the Securities and trading may differ from Securities markets that operate in New Zealand.

Lead ManagerThe Company has appointed Triple C Consulting Pty Ltd as the lead manager to the Offer. A summary of the terms of the appointment is set out in Section 8.2.3.

Commissions payableThe Company reserves the right to pay a commission of 6.0% (exclusive of goods and services tax) of amounts subscribed through any Australian financial services licensee in respect of any valid applications lodged and accepted by the Company and bearing the stamp of the Australian financial services licensee. Payments will be subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian financial services licensee.

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5.10 EnquiriesAny questions concerning the Offer should be directed to the Lead Manager Triple C Consulting Pty Ltd on (+61) 8 9228 5999 or either of the Company Secretaries, on (+61) 8 9388 3000.

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6.0


Financial Information F

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Image: CVCheck Management Team

This Section contains the historical financial information and Directors’ forecasts for the Company (the Financial Information) that the Directors consider relevant to investors. The Financial Information is presented in an abbreviated form and does not contain all the disclosures that are usually contained in an annual report prepared in accordance with the Corporations Act. The Financial Information has been prepared in accordance with the recognition and measurement principles of applicable Australian Accounting Standards (AASB).

The Financial Information in this Section comprises:

(a) the Historical Financial Information, being:

(i) the historical statement of profit or loss for the years ended 30 June 2012, 30 June 2013 and 30 June 2014. This information has been prepared from the audited financial statements of CVCheck;

(ii) the historical statement of financial position as at 30 April 2015. This information has been prepared from the reviewed financial statements of CVCheck; and

(iii) the pro forma statement of financial position as at 30 April 2015. This information has been prepared based on the reviewed financial statements of CVCheck for the ten months ended 30 April 2015, and adjusted for material movements including the Offer pursuant to this Prospectus; and

(b) the Forecast Financial Information, being the forecast statement of profit or loss for the 12 months ending 30 June 2015 and the 12 months ending 30 June 2016. This information has been prepared based on the unaudited management forecast of CVCheck.The Historical Financial Information and Forecast Financial Information have been prepared by management and adopted by the Directors. The Directors are responsible for the inclusion of the Financial Information in this Prospectus.

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Financial Information 6The Financial Information in this Section should be read in conjunction with the Director’s best estimate assumptions underlying the preparation of these forecasts, the sensitivity analysis, the reconciliation between the pro forma forecast financial information and the statutory forecast financial information, the summary of significant accounting policies in Section 6.9 and the risk factors set out in Section 3 and other information contained within this Prospectus.

This Section also contains applicable notes to the Financial Information described above including sensitivities on the Forecast Financial Information and other applicable notes.

RSM Bird Cameron Corporate Pty Ltd has prepared an Investigating Accountants’ Report in respect of the Historical Financial Information (Sections 6.5 and 6.7) and the Forecast Financial Information (Section 6.5).

Basis of preparation of Historical Financial InformationThe Historical Financial Information has been derived from the audited financial statements of CVCheck for the years ended 30 June 2012, 30 June 2013 and 30 June 2014 and the reviewed financial statements for the ten months ended 30 April 2015.

The financial information in this Section has been prepared in accordance with AASB and should be read in conjunction with the information and accounting policies set out in Section 6.9 and other information contained within this Prospectus.

The Financial Information contained in this Prospectus is presented in an abbreviated form and does not contain all disclosures that are usually provided in an annual report prepared in accordance with the requirements of the Corporations Act and AASB.

Basis of preparation of Forecast Financial InformationNature of forward-looking informationThe Directors are responsible for the preparation and presentation of the Forecast Financial Information, including the assumptions on which the Forecast Financial Information is based. The Directors’ best estimate assumptions are subject to business, economic and competitive uncertainties and contingencies, many of which are beyond the control of the Directors and CVCheck, and are not reliably predictable. The industry in which CVCheck operates is subject to many external influences, which can materially impact CVCheck’s financial performance.

Events and circumstances often do not occur as anticipated and, therefore, actual results are likely to differ from the Forecast Financial Information. These differences may be material. As shown in the sensitivity analysis in Section 6.6, relatively small changes in key variables can have a significant impact on the financial performance of CVCheck.

Accordingly, none of the Directors, CVCheck, nor any other person guarantees or provides any assurance as to the accuracy or achievement of the Forecast Financial Information or the Directors’ best estimate assumptions upon which they are based. The Forecast Financial Information should not be regarded as a representation or warranty that the Company will achieve, or is likely to achieve, any particular results.

6.1

6.2

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The information regarding the Directors’ best estimate assumptions is intended to assist potential investors in assessing the reasonableness and likelihood of the Forecast Financial Information being achieved, and is not intended to be a representation that those events that have been assumed will occur. Potential investors should be aware that actual events and outcomes may differ in quantum and timing from those assumed, with material consequential positive or negative impact on CVCheck’s actual earnings and cash flows. Potential investors should thus be aware of the risks of placing undue reliance on the information in this Section.

The Forecast Financial Information is unaudited, but has been reviewed by RSM Bird Cameron Corporate Pty Ltd and is reported upon in the Investigating Accountant’s Report.

The Directors’ best estimate assumptions described below relate to the Forecast Financial Information. There is no present intention to publish updates in the future to the Directors’ best estimate assumptions or the Forecast Financial Information.

Basis of preparationThe Forecast Financial Information has been prepared by the Directors with due care and attention, on the basis of the Directors’ general and specific best estimate assumptions as set out in Sections 6.3 and 6.4 respectively, and which should be read in conjunction with the sensitivity analysis set out in Section 6.6 and the risk factors set out in Section 3. The Directors consider these best estimate assumptions to be reasonable when viewed as a whole.

General assumptionsThe material best estimate general assumptions made by the Directors in preparing the Forecast Financial Information are as follows:

• No significant change in the economic conditions prevailing in Australia;

• No material change in the competitive operating environment in which CVCheck operates;

• No material changes in the Australian Commonwealth, state or local government legislation, tax legislation, regulatory legislation, regulatory requirements or government policy that may have a material impact on the financial performance, cash flows, financial position, accounting policies, financial reporting or disclosure of CVCheck during the Forecast Periods;

• No material changes in key personnel, including key management personnel;

• No material acquisitions or disposals of assets or businesses;

• No material changes in applicable AASBs, other mandatory professional reporting requirements or the Corporations Act which have a material effect on CVCheck’s financial performance, financial position, accounting policies, financial reporting or disclosure;

• The material agreements summarised in Section 8 of the Prospectus (and the current arrangements which they contemplate) remain in force and are not terminated, rescinded or varied in a manner which would have an adverse effect on the business of CVCheck;

• No material contractual disputes, contingent liabilities or legal claims will arise or be settled to the detriment of CVCheck;

• No material changes to CVCheck’s corporate and funding structure other than as set out in, or contemplated by this Prospectus;

• No material disruptions to the continuity of operations of CVCheck’s nor other material changes in its business; and

• None of the Risk Factors listed in Section 3 will have a material adverse impact on the operations of CVCheck.

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Financial Information 6Specific assumptionsThe Forecast Financial Information is based upon the reviewed financial information for the ten months to 30 April 2015.

The major specific assumptions used in the preparation of the Forecast Financial Information included in the Prospectus are as follows:

(a) Operations The Company has estimated the revenue component of the Forecast Financial

Information by consideration of:

• The actual number of check orders received in the 10 months to April 2015 and then, taking account of seasonal factors, estimated that the total check orders and average monthly check orders and revenue growth will continue in line with recent trends to end June 2016;

• Increased marketing spend supporting the sustained revenue growth achieved through the 10 months to April 2015;

• Estimated cost of sales and operating expense components taking into account historical levels achieved through to April 2015;

• Anticipated labour costs taking into account forecast headcount, increases for salaried employees based on historical trends, and expanded headcount on marketing personnel;

• Anticipated levels of other costs including increased marketing, business development costs and IT costs as approved by the Board with reference to the forecast maximum funds to be received in the Offer; and

• Anticipated other overhead costs taking into account historical amounts.

(b) Other income The Company has estimated $181,447 in FY2015 and $11,000 in FY2016 of other

income in the Forecast Financial Information to come from its Experienced Executive grant from Commercialisation Australia.

(c) Interest income The Company is forecast to receive interest income of $29,504 in FY2015 and $134,292 in

FY2016 in connection with surplus funds invested in CVCheck’s existing banking facilities.

(d) Depreciation and amortisation Depreciation and amortisation charges are based on the existing asset base and

depreciation and amortisation rates and forecast additional depreciation and amortisation on forecast capital expenditure investment to be incurred during FY2015 and FY2016.

(e) Taxation No income tax expense has been assumed in the pro forma forecast as CVCheck is

forecasting a loss before income tax in FY2015.

The Company collected $464,383 in FY2015 from its research and development tax incentive application for the year ended 30 June 2014 and forecasts the collection of approximately $564,000 in March 2016 based on its estimated research and development tax incentive application relating to the year ended 30 June 2015.

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Summary Historical and Forecast Income Statements The following table provides a summary of the historical consolidated income statements of the Company for the financial years ended 30 June 2012, 30 June 2013 and 30 June 2014 and the ten months ended 30 April 2015 and the forecast income statements for the years ending 30 June 2015 and 30 June 2016. The income statements should be read in conjunction with all other information contained in this Prospectus.

6.5

Note

Audited year ended

30-Jun-12 $

Audited year ended

30-Jun-13 $

Audited year ended

30-Jun-14 $

Reviewed 10 months

ended 30-Apr-15

$

Unaudited Forecast

year ending 30-Jun-15

$

Unaudited Forecast

year ending 30-Jun-16

$

Sales revenue 1 1,161,117 1,324,393 1,110,125 1,992,488 2,639,166 6,276,594

Other income 2 588 259,843 117,653 153,710 181,477 11,000

Interest income 7,241 8,650 8,968 25,717 29,504 134,292

Total revenue 1,168,946 1,592,886 1,236,746 2,171,915 2,850,147 6,421,886

Expenses

Cost of sales (552,164) (622,988) (399,019) (860,655) (1,151,993) (2,899,988)

Employee benefits expense (312,798) (608,170) (1,113,072) (1,723,544) (2,231,799) (3,390,175)

Depreciation and amortisation expense (90,206) (144,062) (273,584) (313,669) (374,287) (600,172)

Other expenses 3 (245,473) (357,706) (458,654) (1,247,756) (1,880,098) (6,668,021)

Total expenses (1,200,641) (1,732,926) (2,244,329) (4,145,625) (5,638,177) (13,558,356)

Loss before income tax expense (31,695) (140,040) (1,007,583) (1,973,709) (2,788,030) (7,136,470)

Income tax benefit 4 124,823 41,436 146,185 464,383 464,383 564,000

Loss after income tax expense for the year 93,128 (98,604) (861,398) (1,509,326) (2,323,647) (6,572,470)

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Financial Information 6Sensitivity analysis The forecasts contained in Section 6.5 are based on a number of economic and business assumptions about future events, as set out in Sections 6.3 and 6.4. It is therefore considered to be sensitive to different assumptions being made. In addition, the Forecast Financial Information assumes the implementation of certain future business decisions and strategies, which are subject to change, and assume the success of those business decisions and strategies, which are subject to uncertainties and contingencies beyond CVCheck’s control.

Extreme care should be taken in interpreting this information. This analysis treats each movement in an assumption in isolation from possible movements in other assumptions, which may not be the case. Movements in one assumption may have offsetting or compounding effects on other variables, the results of which are not reflected in the analysis. In addition, it is possible that more than one assumption may move at any one time, giving rise to cumulative effects that are not reflected in this analysis.

Typically, CVCheck would respond to any material adverse change in conditions by taking appropriate mitigating action to minimise, to the extent possible, any adverse effect on earnings. The effect of any such mitigating action has been excluded from the following analysis. Potential investors should consider this analysis in conjunction with the risk factors set out in Section 3.

Set out below is a summary of the sensitivity of the Forecast Financial Information to changes in a number of key assumptions. Investors should note that the change in the assumptions set out below is not meant to be indicative of the full range of variations that may occur.

The information relates to the impact for the two month forecast assumptions in the period 1 May 2015 to 30 June 2015 and the 12 month forecast assumptions to 30 June 2016 (with regard to actual results for the ten month period 1 July 2014 to 30 April 2015).

6.6

FY15 FY16

Sensitivity NPAT Impact $ NPAT Impact % NPAT Impact $ NPAT Impact %

Revenue (+/- 10%) 35,534 /(35,534) 1.5%/(1.5%) $337,661/($337,661) 5.2%/(5.2%)

Overheads (+/- 10%) (22,885)/22,885 1.0%/(1.0%) ($666,802)/$666,802 (10.3%)/10.3%

Labour (+/- 5%) (45,769)/45,769 2.0%/(2.0%) ($339,017)/$339,017 (5.3%)/5.3%

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Historical and Pro Forma Historical Statement of Financial Position The following Statements of Financial Position as at 30 April 2015 are extracted from CVCheck’s reviewed statement of financial position as at 30 April 2015 and adjusted for the material movements including the Offer pursuant to this Prospectus. The assumptions upon which the pro forma adjustments to the Statement of Financial Position are based are set out below the following table.

6.7

Note

Reviewed as at

30-Apr-2015 $

Subsequent events

$

Pro forma adjustments

$

Unaudited Pro forma

as at 30-Apr-2015

$

Assets

Current assets

Cash and cash equivalents 5 2,400,793 (553,224) 9,383,080 11,230,649

Trade and other receivables 63,653 - - 63,653

Other current assets 6 215,630 (50,862) - 164,768

Total current assets 2,680,076 (604,086) 9,383,080 11,459,070

Non-current assets

Plant and equipment 134,411 - - 134,411

Intangibles 948,683 - - 948,683

Other 15,710 - - 15,710

Total non-current assets 1,098,804 - - 1,098,804

Total assets 3,778,880 (604,086) 9,383,080 12,557,874

Liabilities

Current liabilities

Trade and other payables 7 628,876 (150,000) - 478,876

Employee benefits 169,594 - - 169,594

Finance lease 14,135 - - 14,135

Total current liabilities 812,605 (150,000) - 662,605

Non-current liabilities

Finance lease 90,092 - - 90,092

Total non-current liabilities 90,092 - - 90,092

Total liabilities 902,697 (150,000) - 752,697

Net assets 2,876,183 (454,086) 9,383,080 11,805,177

Equity

Issued capital 8 5,545,121 (1,314,813) 9,383,080 13,613,388

Reserves 9 - 2,577,595 - 2,577,595

Accumulated losses 10 (2,668,938) (1,716,868) - (4,385,806)

Total equity 2,876,183 (454,086) 9,383,080 11,805,177

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Financial Information 6(a) Subsequent eventsThe pro forma historical statement of financial position as at 30 April 2015 has been prepared by adjusting the reviewed statement of financial position of CVCheck as at 30 April 2015 to reflect the financial effects of the following subsequent events which have occurred in the period since 30 April 2015 and the date of this Report:

(i) Receipt of related party receivable during May for $50,862;

(ii) Redemption of preference shares on issue during May to the value of $344,000 plus interest and settlement costs of $85,847;

(iii) Payment of Broker expenses of $150,000 during May pertaining to the Seed Offer;

(iv) The purchase of cvcheck.com during May 2015 at a cost of $74,239;

(v) The issue during June of 312,500 ordinary CVCheck shares at $0.16 each to raise $50,000, together with one free attaching option for every two shares issued, to raise $50,000 from a related party of Chris Brown; and

(vi) The issue in June 2015 of 6,250,000 Options with a strike price of $0.25 and an expiry date of 30 April 2018 to management pertaining to the Seed Offer.

(b) Pro forma adjustmentsThe pro forma Statement of Financial Position at 30 April 2015 has been prepared on the basis of the following adjustments being made:

(i) The issue of 5,000,000 Options to management pertaining to the Offer with a strike price $0.25 and expiry date of 2 years after completion of the Offer and a further 5,000,000 Options with a strike price $0.30 and an expiry date of 3 years after completion of the Offer;

(ii) The issue of 5,000,000 Options to the Broker pertaining to the Offer with a strike price $0.25 and expiry date of 2 years after completion of the Offer and a further 5,000,000 Options with a strike price $0.30 and an expiry date of 3 years after completion of the Offer;

(iii) The issue of 51,000,000 ordinary CVCheck shares at $0.20 each to raise $10,200,000 pursuant to the Offer; and

(iv) Capital raising costs of $816,920 pertaining to the proposed issue.

Notes to the Statement of Financial Position6.81. Sales

Audited 30-Jun-14

$

Reviewed 30-Apr-15

$

Unaudited Forecast

30-Jun-15 $

Unaudited Forecast

30-Jun-16 $

Rendering of services 1,110,125 1,922,848 2,639,166 6,276,594

Total sales revenue 1,110,125 1,922,848 2,639,166 6,276,594

2. Other incomeAudited

30-Jun-14 $

Reviewed 30-Apr-15

$

Unaudited Forecast

30-Jun-15 $

Unaudited Forecast

30-Jun-16 $

Grant income 115,443 153,710 181,381 11,000

Other income 2,210 - - -

Total other income 117,653 181,381 181,381 11,000

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3. Other expensesAudited

30-Jun-14 $

Unaudited Forecast

30-Apr-15 $

Unaudited Forecast

30-Jun-15 $

Unaudited Forecast

30-Jun-16 $

Loss before income tax includes the following specific expenses:

Consulting expenses

Professional and legal fees 57,173 70,108 174,608 678,496

Website expenses

Website expenses 85,783 116,508 226,476 226,652

Marketing expenses

Marketing expenses 70,601 801,111 1,186,165 5,432,731

Occupancy expenses

Rental and occupancy costs 87,383 91,779 120,084 161,038

4. Income tax benefitAudited

30-Jun-14 $

Unaudited Forecast

30-Apr-15 $

Unaudited Forecast

30-Jun-15 $

Unaudited Forecast

30-Jun-16 $

Research and development tax incentive 146,185 464,383 464,383 564.000

Income tax benefit 146,185 464,383 464,383 564.000

5. Cash and cash equivalents

Ref.

Reviewed as at

30-Apr-2015 $

Subsequent events

$


$

Unaudited Pro forma

as at 30-Apr-2015

$

Receipt of related party receivable a)(i) - 50,862 - -

Preference share redemption a)(ii) - (344,000) - -

Preference share redemption interest and fees a)(iii) - (85,847) - -

Settlement of accrued payable, seed broker fee a)(iii) - (150,000) - -

Expense related to the purchase of CVCheck.com domain a)(iv) - (74,239) - -

Share placement to Director Chris Brown a)(v) - 50,000 - -

Proceeds from the Offer b)(iii) - - 10,200,000 -

Cash costs of the Offer b)(iv) - - (816,920) -

Cash and cash equivalents 2,400,793 (553,224) 9,383,080 11,230,649

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Financial Information 6The Prospectus has provision for subscriptions of between 36,000,000 and 51,000,000 shares to raise between $7.2 million and $10.2 million before costs, wherein the pro forma statement of financial position assumes the maximum $10.2 million is raised. Should the minimum $7.2 million be raised, the share issue costs would decrease to $634,000 and the cash at bank balance would decrease by $2,817,080 to $8,813,570.

6. Other current assets

Ref.

Reviewed as at

30-Apr-2015 $

Subsequent events

$


$

Unaudited Pro forma

as at 30-Apr-2015

$

Receipt of related party receivable a)(i) - (50,862) - -

Other current assets 215,630 (50,862) - 164,768

7. Trade and other payables

Ref.

Reviewed as at

30-Apr-2015 $

Subsequent events

$


$

Unaudited Pro forma

as at 30-Apr-2015

$

Settlement of accrued payable, seed broker fee a)(iii) - (150,000) - -

Trade and other payables 628,876 (150,000) - 478,876

8. Issued capital

Ref. Shares #

Reviewed as at

30-Apr-2015 $

Subsequent events

$


$

Unaudited Pro forma

as at 30-Apr-2015

$

Opening balance 133,250,000 5,545,121 - - -

Preference share redemption a)(ii) - - (344,000) - -

Share placement to Director Chris Brown a)(v) 312,500 - 50,000 - -

Issue costs, broker option - share based payment b)(ii) - - - (1,020,813) -

Proceeds from the Offer b)(iii) 51,000,000 - - 10,200,000 -

Cash costs of the Offer b)(iv) - - - (816,920) -

Issued capital 184,562,500 5,545,121 (294,000) 8,362,267 13,613,388

The Prospectus has provision for subscriptions of between 36,000,000 and 51,000,000 shares to raise between $7.2 million and $10.2 million before costs, wherein the pro forma statement of financial position assumes the maximum $10.2 million is raised. Should the minimum $7.2 million be raised, the share issue costs would decrease to $634,000, the issued capital balance would decrease by $2,817,079 to $10,796,309 and the total number of shares on issue would be 169,562,250.

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Summary of significant accounting policiesThe Historical and Forecast Financial Information in this Prospectus has been extracted from financial statements based upon the accounting policies adopted by CVCheck.

The accounting policies adopted or to be adopted by CVCheck are consistent with accounting policies prescribed in Australian Accounting Standards, other authoritative pronouncements of the Accounting Standards Board and the Corporations Act.

Set out below are the significant accounting policies adopted in the preparation of the financial information included in this Prospectus.

(a) Revenue recognition Revenue is recognised when it is probable that the economic benefit will flow to the

Company and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable.

Rendering of services

Rendering of services revenue is recognised at the point of sale. Amounts disclosed as revenue are net of sales returns and trade discounts.

6.9

9. Reserves

Ref.

Reviewed as at

30-Apr-2015 $

Subsequent event s

$


$

Unaudited Pro forma

as at 30-Apr-2015

$

Management Options relating to the Seed Offer a)(vi) - 535,969 - -

Management Options relating to this Offer b)(i) - - 1,020,813 -

Broker Options relating to this Offer b)(ii) - - 1,020,813 -

Reserves - 535,969 2,041,626 2,577,595

Following completion of the Offer, the following options will be on issue:

Options Strike price Pro forma expiry

6,406,250 $0.25 30-Apr-18

16,250,000 $0.25 30-Apr-17

10,000,000 $0.30 30-Apr-18

10. Accumulated losses

Ref.

Reviewed as at

30-Apr-2015 $

Subsequent event s

$


$

Unaudited Pro forma

as at 30-Apr-2015

$

Preference share redemption a)(ii) - (85,847) - -

Expense related to the purchase of CVCheck.com domain a)(iv) - (74,239) - -

Management Options relating to the Seed Offer

a)(vi) b)(i) - (535,969) (1,020,813) -

Accumulated losses (2,668,938) (696,055) (1,020,813) (4,385,806)

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Financial Information 6 Interest

Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

Other revenue

Other revenue is recognised when it is received or when the right to receive payment is established.

(b) Income tax The income tax expense or benefit for the period is the tax payable on that period’s

taxable income based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:

• When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or

• When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

The carrying amount of recognised and unrecognised deferred tax assets are reviewed each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.

Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entity’s which intend to settle simultaneously.

(c) Cash and cash equivalents Cash and cash equivalents includes cash on hand, deposits held at call with financial

institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For the statement of cash flows presentation purposes, cash and cash equivalents also includes bank overdrafts, which are shown within borrowings in current liabilities on the statement of financial position.

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(d) Trade and other receivables Trade receivables are initially recognised at fair value and subsequently measured at

amortised cost using the effective interest method, less any provision for impairment. Trade receivables are generally due for settlement within 30 days.

Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectable are written off by reducing the carrying amount directly. A provision for impairment of trade receivables is raised when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation and default or delinquency in payments are considered indicators that the trade receivable may be impaired. The amount of the impairment allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial.

Other receivables are recognised at amortised cost, less any provision for impairment.

(e) Plant and equipment Plant and equipment is stated at historical cost less accumulated depreciation and

impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Depreciation is calculated on a diminishing value or straight line basis as appropriate to write off the net cost of each item of plant and equipment over their expected useful lives as follows:

Computer equipment 1-3 years

Plant and equipment 2-10 years

Furniture and fittings 2-50 years

The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.

An item of plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Company. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.

(f ) Intangible assets Intangible assets acquired as part of a business combination, other than goodwill,

are initially measured at their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period.

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Financial Information 6 Research and development

Research costs are expensed in the period in which they are incurred. Development costs are capitalised when it is probable that the project will be a success considering its commercial and technical feasibility; the Company is able to use or sell the asset; the company has sufficient resources; and intent to complete the development and its costs can be measured reliably. Capitalised development costs are amortised on a straight-line basis over the period of their expected benefit, being their finite life of 2.5 years.

Software

Significant costs associated with software are deferred and amortised on a straight-line basis over the period of their expected benefit, being their finite life of 4 years.

(g) Impairment of non-financial assets Goodwill and other intangible assets that have an indefinite useful life are not subject

to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.

Recoverable amount is the higher of an asset’s fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.

(h) Trade and other payables These amounts represent liabilities for goods and services provided to the Company

prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.

(i) Employee benefits Short-term employee benefits

Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled within 12 months of the reporting date are recognised in current liabilities in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled.

Other long-term employee benefits

The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are recognised in non-current liabilities, provided there is an unconditional right to defer settlement of the liability. The liability is measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

Defined contribution superannuation expense

Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.

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(j) Goods and Services Tax (‘GST’) and other similar taxes Revenues, expenses and assets are recognised net of the amount of associated GST,

unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.

(k) Critical accounting estimates The preparation of the financial statements requires management to make

judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.

Provision for impairment of receivables

The provision for impairment of receivables assessment requires a degree of estimation and judgement. The level of provision is assessed by taking into account the recent sales experience, the ageing of receivables, historical collection rates and specific knowledge of the individual debtor’s financial position.

Estimation of useful lives of assets

The Company determines the estimated useful lives and related depreciation and amortisation charges for its plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down.

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Impairment of non-financial assets other than goodwill and other indefinite life intangible assets

The Company assesses impairment of non-financial assets other than goodwill and other indefinite life intangible assets at each reporting date by evaluating conditions specific to the company and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value less costs of disposal or value-in-use calculations, which incorporate a number of key estimates and assumptions.

Income tax

The Company is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Company recognises liabilities for anticipated tax audit issues based on the company’s current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made.

Employee benefits provision

As discussed in note 1, the liability for employee benefits expected to be settled more than 12 months from the reporting date are recognised and measured at the present value of the estimated future cash flows to be made in respect of all employees at the reporting date. In determining the present value of the liability, estimates of attrition rates and pay increases through promotion and inflation have been taken into account.

Financial Information 6F

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7.0

Investigating Accountant’s Report


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RSM Bird Cameron Corporate Pty Ltd 8 St Georges Terrace Perth WA 6000 GPO Box R1253 Perth WA 6844 T +61 8 9261 9100 F +61 8 9261 9102 www.rsmi.com.au

RSM Bird Cameron Corporate Pty Ltd ABN 82 050 508 024 AFS Licence No 255847

Major Offices in: Perth, Sydney, Melbourne, Adelaide, Canberra and Brisbane.

RSM Bird Cameron Corporate Pty Ltd is beneficially owned by the Directors of RSM Bird Cameron. RSM Bird Cameron is a member of the RSM network. Each member of the RSM network is an independent accounting and advisory firm which practises in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.

Email: [email protected] Direct Line: 08 9261 9447 AJG/JUMO 25 June 2015 The Directors CV Check Ltd 186 Main Street OSBORNE PARK WA 6017 Dear Directors Investigating Accountants Report Independent Limited Assurance Report (“Report”) on Historical, Pro-forma Historical and Forecast Financial Information and Financial Services Guide 1. Introduction 1.1. We have prepared this Report on certain historical and forecast financial information of CV Check Ltd (“the

Company” or “CVCheck”) for inclusion in a Prospectus to be dated on or about 26 June 2015 relating to the issue of securities in the Company.

1.2. RSM Bird Cameron Corporate Pty Ltd is wholly owned by RSM Bird Cameron and holds the appropriate Australian Financial Services Licence under the Corporations Act 2001 for the issue of this Report.

1.3. This Report does not address the rights attaching to the securities to be issued pursuant to this Prospectus nor the risks associated with the investment.

1.4. Expressions and terms defined in the Prospectus have the same meaning in this Report.

2. Scope of Examination 2.1. The Directors have requested RSM Bird Cameron Corporate Pty Ltd to prepare the Report for inclusion in

the Prospectus, covering the following information:

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Investigating Accountant’s Report 7

Page 2 of 7

Review of Historical Financial Information:

2.2. The Historical Financial Information being:

the historical statement of profit or loss and other comprehensive income for the years ended 30 June 2012, 30 June 2013 and 30 June 2014. This information has been prepared from the audited financial statements of CVCheck;

the historical reviewed statement of profit or loss and other comprehensive income for the ten months ended 30 April 2015. This information has been prepared from the reviewed financial statements of CVCheck;

the historical statement of financial position as at 30 April 2015. This information has been prepared from the audited financial statements of CVCheck; and

the pro forma statement of financial position as at 30 April 2015. This information has been prepared based on the reviewed financial statements of CVCheck for the 10 months ended 30 April 2015, and adjusted for the Offer pursuant to this Prospectus; and

2.3. The Historical Financial Information for CVCheck has been extracted from the financial report of the Company for the three years ended 30 June 2012, 30 June 2013 and 30 June 2014 and the 10 months ended 30 April 2015. The financial reports of the Company for the three years ended 30 June 2012, 30 June 2013 and 30 June 2014 were audited in accordance with Australian Auditing Standards and in each year unmodified audit opinions were issued on the financial reports. The financial report of the Company for the 10 months ended 30 April 2015 was reviewed in accordance with Australian Auditing Standards and an unmodified review opinion was issued on the financial report.

2.4. The Historical Financial Information for CVCheck has been prepared in accordance with the stated basis of preparation, being the recognition and measurement principles contained in Australian Accounting Standards and the Company’s adopted accounting policies.

2.5. The Historical Financial Information is presented in the Prospectus in an abbreviated form, insofar as it does

not include all of the presentations and disclosures required by Australian Accounting Standards and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act 2001.

Review of the Forecast Financial Information

2.6. The Forecast Financial Information for CVCheck being the forecast statement of profit and loss for the years ending 30 June 2015 and 30 June 2016. This information has been prepared based on the unaudited management forecast of CVCheck.

2.7. The stated basis of preparation used in the preparation of the Forecast Financial Information is the recognition and measurement principles contained in Australian Accounting Standards. Due to its nature the Forecast Financial Information does not represent the Company’s actual prospective financial performance for the years ending 30 June 2015 and 30 June 2016.

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2.8. The Forecast Financial Information has been prepared by management and adopted by the Directors in order to provide prospective investors with a guide to the potential financial performance of CVCheck for the years ending 30 June 2015 and 30 June 2016. There is a considerable degree of subjective judgement involved in preparing forecasts since they relate to events and transactions that have not yet occurred and may not occur. Actual results are likely to be different from the Forecast Financial Information since anticipated events or transactions frequently do not occur as expected and the variation may be material.

2.9. The Directors’ best estimate assumptions upon which the Forecast Financial Information is based relate to future events and/or transactions that management expect to occur and actions that management expect to take and are also subject to uncertainties and contingencies, which are often outside the control of the Company. Evidence may be available to support the assumptions on which the Forecast Financial Information is based, however such evidence is generally future orientated and therefore speculative in nature. We are therefore not in a position to express a reasonable assurance conclusion on those best estimate assumptions, and accordingly, provide a lesser level of assurance on the reasonableness of the Directors’ best estimate assumptions. We do not express any opinion on the achievability of the results. The limited assurance conclusion expressed in this Report has been formed on the above basis.

2.10. Prospective investors should be aware of the material risks and uncertainties relating to an investment in the Company, which are detailed in the Prospectus, and the inherent uncertainty relating to the prospective financial information. Accordingly prospective investors should have regard to the investment risks and sensitivities set out in Section 3 and Section 6.6 of the Prospectus respectively. The sensitivity analysis set out in Section 6.6 of the Prospectus demonstrates the impacts on the Forecast Financial Information of changes in key assumptions. The Forecast Financial Information is therefore only indicative of the financial performance which may be achievable. We express no opinion as to whether the Forecasts will be achieved.

3. Directors’ Responsibility

3.1. The Directors are responsible for:

The preparation and presentation of the Historical Financial Information, including the selection and determination of pro-forma adjustments made to the Historical Financial Information;

The preparation of the Forecast Financial Information, including the best estimate assumptions underlying the Forecast Financial Information; and

The information contained within the Prospectus.

3.2. The Directors are responsible for the operation of such internal controls as are determined to be necessary to enable the preparation of the Historical Financial Information and the Forecast Financial Information that are free from material misstatement, whether due to fraud or error.

4. Our Responsibility

4.1. Our responsibility is to express a limited assurance conclusion on the financial information based on the procedures performed and the evidence we have obtained. We have conducted our engagement in accordance with the Standard on Assurance Engagement ASAE 3450 Assurance Engagements involving Corporate Fundraisings and/or Prospective Financial Information.

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4.2. A review consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain reasonable assurance that we would become aware of all significant matters that might be identified in a reasonable assurance engagement. Accordingly we will not express an audit opinion.

4.3. We have performed the following procedures as we, in our professional judgement, considered reasonable in the circumstances:

Historical Financial Information

A consistency check of the application of the stated basis of preparation, to the historical financial information;

A review of work papers, accounting records and other documents of CVCheck and their auditors;

Consideration of the subsequent events and pro-forma adjustments described in Section 6.7(a) of the Prospectus.

Enquiry of directors, management personnel and advisors; and

Performance of analytical procedures applied to the historical financial information.

Pro-forma Forecast Financial Information

Enquiries, including discussions with management and Directors of the factors considered in determining the assumptions;

Analytical and other review procedures we considered necessary including examination, on a test basis, of evidence supporting the assumptions, amounts and other disclosures in the Forecast Financial Information; and

Review of the accounting policies adopted and used in the preparation of the Forecast Financial Information.

5. Conclusions

Historical Financial Information

5.1. Based on our review which is not an audit, nothing has come to our attention that causes us to believe that the Historical Financial Information is not presented fairly in all material respects, in accordance with the stated basis of preparation as described in Section 6.1.

Forecast Financial Information

5.2. Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that:

(i) The Directors’ best estimate assumptions used in the preparation of the Forecast Financial Information do not provide reasonable grounds for the Forecast Financial Information;

(ii) In all material respects, the Forecast Financial Information:

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(a) Is not prepared on the basis of the Directors’ best estimate assumptions as described in Section 6.3 and 6.4 of the Prospectus;

(b) Is not presented fairly in accordance with the stated basis of preparation, being the accounting policies adopted and used by the Company and the recognition and measurement principles contained in Australian Accounting Standards; and

(iii) The Forecast Financial Information itself is unreasonable.

6. Restriction on Use

6.1. Without modifying our conclusions, we draw attention to the purpose of the financial information, being for inclusion in the Prospectus. As a result, the financial information may not be suitable for use for another purpose.

7. Responsibility

7.1. RSM Bird Cameron Corporate Pty Ltd has consented to the inclusion of this assurance report in the Prospectus in the form and context in which it is included. RSM Bird Cameron Corporate Pty Ltd has not authorised the issue of the Prospectus. Accordingly, RSM Bird Cameron Corporate Pty Ltd makes no representation regarding, and takes no responsibility for, any other documents or material in, or omissions from, the Prospectus.

8. Disclosure of Interest

8.1. RSM Bird Cameron Corporate Pty Ltd does not have any interest in the outcome of the Offer other than the preparation of this Report for which normal professional fees will be received.

9. Financial Services Guide

9.1. We have included our Financial Services Guide as Appendix A to our Report. The Financial Services Guide is designed to assist retail clients in their use of any general financial product advice in our Report.

Yours faithfully

A J GILMOUR Director

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APPENDIX A

Financial Services Guide

RSM Bird Cameron Corporate Pty Ltd ABN 82 050 508 024 (“RSM Bird Cameron Corporate Pty Ltd” or “we” or “us” or “ours” as appropriate) has been engaged to issue general financial product advice in the form of a report to be provided to you.

In the above circumstances we are required to issue to you, as a retail client, a Financial Services Guide (“FSG”). This FSG is designed to help retail clients make a decision as to their use of the general financial product advice and to ensure that we comply with our obligations as financial services licensees.

This FSG includes information about:

who we are and how we can be contacted;

the services we are authorised to provide under our Australian Financial Services Licence, Licence No 255847;

remuneration that we and/or our staff and any associates receive in connection with the general financial product advice;

any relevant associations or relationships we have; and

our complaints handling procedures and how you may access them. Financial services we are licensed to provide We hold an Australian Financial Services Licence, which authorises us to provide financial product advice in relation to:

deposit and payment products limited to:

(a) basic deposit products;

(b) deposit products other than basic deposit products.

interests in managed investments schemes (excluding investor directed portfolio services); and

securities (such as shares and debentures).

We provide financial product advice by virtue of an engagement to issue a report in connection with a financial product of another person. Our report will include a description of the circumstances of our engagement and identify the person who has engaged us. You will not have engaged us directly but will be provided with a copy of the report as a retail client because of your connection to the matters in respect of which we have been engaged to report.

Any report we provide is provided on our own behalf as a financial services licensee authorised to provide the financial product advice contained in the report. General Financial Product Advice In our report we provide general financial product advice, not personal financial product advice, because it has been prepared without taking into account your personal objectives, financial situation or needs.

You should consider the appropriateness of this general advice having regard to your own objectives, financial situation and needs before you act on the advice. Where the advice relates to the acquisition or possible acquisition of a financial product, you should also obtain a product disclosure statement relating to the product and consider that statement before making any decision about whether to acquire the product. F

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Benefits that we may receive We charge fees for providing reports. These fees will be agreed with, and paid by, the person who engages us to provide the report. Fees will be agreed on either a fixed fee or time cost basis and as at the date of this Report amount to $55,000.

1.1. Except for the fees referred to above, neither RSM Bird Cameron Corporate Pty Ltd, nor any of its directors, employees or related entities, receive any pecuniary benefit or other benefit, directly or indirectly, for or in connection with the provision of the report. Remuneration or other benefits received by our employees All our employees receive a salary. Referrals We do not pay commissions or provide any other benefits to any person for referring customers to us in connection with the reports that we are licensed to provide. Associations and relationships RSM Bird Cameron Corporate Pty Ltd is beneficially owned by the partners of RSM Bird Cameron, a large national firm of chartered accountants and business advisers. Our directors are partners of RSM Bird Cameron Partners.

1.2. From time to time, RSM Bird Cameron Corporate Pty Ltd, RSM Bird Cameron Partners, RSM Bird Cameron and / or RSM Bird Cameron related entities may provide professional services, including audit, tax and financial advisory services, to financial product issuers in the ordinary course of its business. Complaints Resolution Internal complaints resolution process As the holder of an Australian Financial Services Licence, we are required to have a system for handling complaints from persons to whom we provide financial product advice. All complaints must be in writing, addressed to The Complaints Officer, RSM Bird Cameron Corporate Pty Ltd, P O Box R1253, Perth, WA, 6844.

1.3. When we receive a written complaint we will record the complaint, acknowledge receipt of the complaint within 15 days and investigate the issues raised. As soon as practical, and not more than 45 days after receiving the written complaint, we will advise the complainant in writing of our determination. Referral to External Dispute Resolution Scheme A complainant not satisfied with the outcome of the above process, or our determination, has the right to refer the matter to the Financial Ombudsman Service (“FOS”). FOS is an independent company that has been established to provide free advice and assistance to consumers to help in resolving complaints relating to the financial services industry.

1.4. Further details about FOS are available at the FOS website or by contacting them directly via the details set out below.

Financial Ombudsman Service GPO Box 3 Melbourne VIC 3001 Toll Free: 1300 78 08 08 Facsimile: (03) 9613 6399 Email: [email protected]

Contact Details You may contact us using the details set out at the top of our letterhead on page 1 of this report. F

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8.0


Material ContractsF

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8.1

The Directors consider that the material contracts summarised below are the contracts that an investor would reasonably regard as material and which investors and their professional advisers would reasonably expect to find described in this Prospectus for the purpose of making an informed assessment of the Offer.

The following is a summary only of the material contracts and their substantive terms:

CrimTrac Licence AgreementCVCheck has entered into a contract with the Commonwealth, represented by the CrimTrac Agency (CrimTrac) for access to the National Police Checking Service (NPCS). This contract is essential for CVCheck’s ability to provide national police checks.

The contract is in accordance with CrimTrac’s standard Terms of Service. The present contract commenced on 1 September 2014 and is for a period of three years. The Directors are not aware of any reason why the contract would not be renewed at the expiry of the term.

CrimTrac’s standard Terms of Service provide that CrimTrac may, in its absolute discretion, terminate the contract at any time. In addition, CrimTrac may terminate for a broad range of reasons, including a material breach by CVCheck or if CVCheck becomes insolvent.

Under this agreement, the Company pays to CrimTrac regular fees for access to the NPCS.

Related party transactionsEmployment AgreementsThe Company has entered into employment agreements with each of Steve Carolan, Rod Sherwood, Colin Boyan and Craig Sharp (Employment Agreements). The Employment Agreements are all on the same material terms, save for provisions relating to remuneration.

Each party is entitled to receive their remuneration together with statutory superannuation entitlements.

The Employment Agreements otherwise contain terms relating to duties and other statutory employment terms.

Trilogy Services AgreementCVCheck has outsourced the development and implementation of software and technology, design of computer systems, secure data management and related project delivery to Trilogy, a company owned and controlled by Colin Boyan, a director of CVCheck.

The present contract was signed on 17 October 2012 and was subsequently renewed for a period of two years from 1 May 2014 to 30 April 2016.

The contract may be terminated for convenience by either party on 180 days’ written notice. In addition, if CVCheck is in default under the contract, Trilogy may provide notice to CVCheck specifying a period of at least 14 days for CVCheck to remedy the default. If CVCheck fails to remedy the default in the period specified, Trilogy may suspend some or all of its services to CVCheck, or, on a further notice period of 14 days, terminate the contract.

If Trilogy were to terminate, CVCheck would consider the options of employing appropriately skilled IT staff, engaging another contractor, or a combination of the two.

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8.2.2

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Material Contracts 88.2.3 Triple C Mandate

Under this agreement, Triple C Consulting Pty Ltd (Triple C) is appointed by CVCheck to act as exclusive broker and book manager to the Offer. The agreement entitles Triple C to a fee of 6.0% of the proceeds of the offer together with 10,000,000 options, as shown in Section 1.10. In addition, Triple C is entitled to receive a corporate advisory fee of $5,000 per month for the duration of the corporate advisory mandate.

Either party may terminate the agreement on seven days written notice.

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

Sell Down DeedsThe Company has entered into Sell Down Deeds with each of the Existing Vendor Shareholders under which they offer the Existing Member Shares for sale under this Prospectus.

Pursuant to each Sell Down Deed, each Selling Shareholder covenants that it will transfer a specified number of Existing Member Shares as directed by the Company in accordance with this Prospectus.

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8.2.5

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9.0


Additional InformationF

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

Rights attaching to SharesThe following is a summary of the more significant rights attaching to Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

(a) General meetings Shareholders are entitled to be present in person, or by proxy, attorney or

representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act and the Constitution.

(b) Voting rights Subject to any rights or restrictions for the time being attached to any class or classes

of Shares, at general meetings of Shareholders or classes of Shareholders:

(i) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;

(ii) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and

(iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid Shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

(c) Dividend rights Subject to the rights of any preference Shareholders and to the rights of the holders

of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend which shall be payable on all Shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares.

The Directors may from time to time pay to the Shareholders any interim dividends as they may determine. No dividend shall carry interest as against the Company. The Directors may set aside out of the profits of the Company any amounts that they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

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Additional Information 9 Subject to the ASX Listing Rules and the Corporations Act, the Company may, by

resolution of the Directors, implement a dividend reinvestment plan on such terms and conditions as the Directors think fit and which provides for any dividend which the Directors may declare from time to time payable on Shares which are participating Shares in the dividend reinvestment plan, less any amount which the Company shall either pursuant to the Constitution or any law be entitled or obliged to retain, be applied by the Company to the payment of the subscription price of Shares.

(d) Winding-up If the Company is wound up, the liquidator may, with the authority of a special

resolution of the Company, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

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

(e) Shareholder liability As the Shares under the Prospectus are fully paid shares, they are not subject to any

calls for money by the Directors and will therefore not become liable for forfeiture.

(f ) Transfer of Shares Generally, Shares are freely transferable, subject to formal requirements, the

registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act or the ASX Listing Rules.

(g) Variation of rights Pursuant to Section 246B of the Corporations Act, the Company may, with the

sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to Shares.

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

(h) Alteration of Constitution The Constitution can only be amended by a special resolution passed by at least three

quarters of Shareholders present and voting at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution, must be given.

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Terms and Conditions of Options exercisable at $0.25 on or before 2 years from issue(a) Entitlement Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price Subject to paragraph (j), the amount payable upon exercise of each Option is $0.25

(Exercise Price).

(c) Expiry Date Each Option will expire at 5:00 pm (WST) on the date that is two years from the date of

issue (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).

(e) Notice of Exercise The Options may be exercised during the Exercise Period by notice in writing to the

Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f ) Exercise Date A Notice of Exercise is only effective on and from the later of the date of receipt of the

Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).

(g) Timing of issue of Shares on exercise Within 15 Business Days after the Exercise Date, the Company will:

(i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

(ii) if required, give ASX a notice that complies with Section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy Section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy Section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

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Additional Information 9(h) Shares issued on exercise Shares issued on exercise of the Options rank equally with the then issued shares

of the Company.

(i) Quotation of Shares issued on exercise If admitted to the official list of ASX at the time, application will be made by the

Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital If at any time the issued capital of the Company is reconstructed, all rights of an

Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues There are no participation rights or entitlements inherent in the Options and holders

will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Change in exercise price An Option does not confer the right to a change in Exercise Price or a change in

the number of underlying securities over which the Option can be exercised.

(m) Unquoted The Company will not apply for quotation of the Options on ASX.

(n) Transferability The Options are transferable subject to any restriction or escrow arrangements

imposed by ASX or under applicable Australian securities laws.

Terms of Options exercisable at $0.30 on or before 3 years from issue(a) Entitlement Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price Subject to paragraph (j), the amount payable upon exercise of each Option is $0.30

(Exercise Price).

(c) Expiry Date Each Option will expire at 5:00 pm (WST) on the date that is three years from the

date of issue (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).

(e) Notice of Exercise The Options may be exercised during the Exercise Period by notice in writing to the

Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

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(f ) Exercise Date A Notice of Exercise is only effective on and from the later of the date of receipt of the

Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).

(g) Timing of issue of Shares on exercise Within 15 Business Days after the Exercise Date, the Company will:

(i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

(ii) if required, give ASX a notice that complies with Section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy Section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy Section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise Shares issued on exercise of the Options rank equally with the then issued shares

of the Company.

(i) Quotation of Shares issued on exercise If admitted to the official list of ASX at the time, application will be made by the

Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital If at any time the issued capital of the Company is reconstructed, all rights of an

Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues There are no participation rights or entitlements inherent in the Options and holders

will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Change in exercise price An Option does not confer the right to a change in Exercise Price or a change in the

number of underlying securities over which the Option can be exercised.

(m) Unquoted The Company will not apply for quotation of the Options on ASX.

(n) Transferability The Options are transferable subject to any restriction or escrow arrangements

imposed by ASX or under applicable Australian securities laws.

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Additional Information 9Employee Share Option PlanThe summary below outlines the key terms of the Company’s Employee Share Option Plan:

(a) Eligibility and Grant of Employee Options The Board may grant Incentive Options to:

(i) a Director (whether executive or non-executive) of any Group Company;

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

(iii) a casual employee or contractor of a Group Company to the extent permitted by the Class Order; or

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

who is declared by the Board to be eligible to receive grants of Options under the Scheme.

(b) Consideration Unless the Options are quoted on the ASX, Options issued under the Scheme will be

issued for no more than nominal cash consideration.

(c) Exercise Price and Expiry Date The exercise price and expiry date for Incentive Options granted under the scheme

will be determined by the Board prior to the grant of Incentive Options.

If the Company is listed on the ASX, to the extent the Listing Rules specify or require a minimum price, the Option Exercise Price in respect of an Option offered under an Offer must not be less than any minimum price specified in the Listing Rules.

(d) Exercise Conditions An Option may be made subject to Exercise Conditions as determined by the Board in

its discretion and as specified in the Offer for the Option.

The Incentive Options granted under the Scheme may be subject to such other restrictions on exercise as may be fixed by the Directors prior to grant of the Incentive Options. Any restrictions imposed by the Directors must be set out in the Offer Document.

(e) Acceptance Time Period An Eligible Participant (or permitted Nominee) may only accept an Offer within the

time period specified in the Offer Document.

(f ) Number of Options Subject to Rule 5 of the Scheme (Limit on Offers), the number of Options (if any) to be

offered to an Eligible Participant from time to time will be determined by the Board in its discretion and in accordance with the Rules and applicable law and the Listing Rules.

Each Option will entitle the holder to subscribe for and be allotted one Share.

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(g) Lapsing of Incentive Options Subject to this Scheme, a Participant’s unexercised Option will lapse immediately and

all rights in respect of that Option will be lost if, in respect of the Option:

(i) the Relevant Person ceases to be an Eligible Participant for any reason whatsoever (including without limitation resignation or termination for cause) and:

(A) any Exercise Conditions have not been met by the date the Relevant Person ceases to be an Eligible Participant (Ceasing Date); or

(B) where any Exercise Conditions have been met by the Ceasing Date or the Option is not subject to any Exercise Conditions, the Participant does not exercise the Option within a period of three (3) months after the Ceasing Date (or a further date as determined by the Board after the Ceasing Date);

(ii) any Exercise Conditions are unable to be met; or

(iii) the Expiry Date has passed,

whichever is earlier.

(h) Transfer of Options Options will not be transferable except to the extent provided for by this Scheme or

unless the Offer provides otherwise.

(i) Trigger Events The Company may permit Incentive Options to be exercised in certain circumstances

where there is a change in control of the Company (including by takeover) or entry into a scheme of arrangement.

(j) Participation in Rights Issues and Bonus Issues There are no participating rights or entitlements inherent in the Incentive Options

and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Incentive Options.

(k) Reorganisation If at any time the capital of the Company is reorganised, the terms of the Options will

be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.

(l) Limitations on Offers Notwithstanding the Rules or the terms of any Option, no Option may be offered,

granted or exercised and no Share may be issued under the Scheme if to do so:

(i) would contravene the Corporations Act, the Listing Rules or any other applicable law; or

(ii) would contravene the local laws or customs of an Eligible Participant’s country of residence or in the opinion of the Board would require actions to comply with those local laws or customs which are impractical.F

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Additional Information 9Interests of DirectorsOther than as set out in this Prospectus, no Director or Proposed Director holds, or has held within the two years preceding lodgement of this Prospectus with ASIC, any interest in:

(a) the formation or promotion of the Company;

(b) any property acquired or proposed to be acquired by the Company in connection with:

(i) its formation or promotion; or

(ii) the Offer; or

(c) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to a Director or proposed Director:

(a) as an inducement to become, or to qualify as, a Director; or

(b) for services provided in connection with:

(i) the formation or promotion of the Company; or

(iii) the Offer.

Interests of Experts and AdvisersOther than as set out below or elsewhere in this Prospectus, no:

(a) person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;

(b) promoter of the Company; or

(c) underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue,

holds, or has held within the two years preceding lodgement of this Prospectus with ASIC, any interest in:

(a) the formation or promotion of the Company;

(b) any property acquired or proposed to be acquired by the Company in connection with:

(i) its formation or promotion; or

(ii) the Offer; or

(c) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of these persons for services provided in connection with:

(a) the formation or promotion of the Company; or

(b) the Offer.

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9.7

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RSM Bird Cameron Corporate Pty Ltd has acted as Investigating Accountant and has prepared the Investigating Accountant’s Report which is included in Section 7 of this Prospectus. The Company estimates it will pay RSM Bird Cameron Corporate Pty Ltd a total of $25,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with ASIC, RSM Bird Cameron Corporate Pty Ltd has received fees of $20,000 relating to its work on a seed capital prospectus dated 30 April 2015.

RSM Bird Cameron Partners has acted as the Auditor. During the 24 months preceding lodgement of this Prospectus with ASIC, RSM Bird Cameron Partners has received fees of $50,000.

Steinepreis Paganin has acted as the solicitors to the Company in relation to the Offer. The Company estimates it will pay Steinepreis Paganin $80,000 (excluding GST) for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with ASIC, Steinepreis Paganin has received fees of $45,105 in relation to its work on a seed capital prospectus dated 30 April 2015.

Triple C Consulting is acting as the lead manager to the Offer. The Company estimates it will pay Triple C Consulting up to $612,000 (excluding GST) for these services together with the issue of 10,000,000 Options. During the 24 months preceding lodgement of this Prospectus with ASIC, Triple C Consulting has received fees of $226,875 from the Company.

ConsentsEach of the parties referred to in this Section:

(a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section; and

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

RSM Bird Cameron Corporate Pty Ltd has given its written consent to being named as Investigating Accountant in this Prospectus and to the inclusion of both the Investigating Accountant’s Review on Forecast Financial Information in Section 6 of this Prospectus and the Investigating Accountant’s Report in Section 7 of this Prospectus in the form and context in which the information and report is included. RSM Bird Cameron Corporate Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with ASIC.

RSM Bird Cameron Partners has given its written consent to being named as the Company’s Auditor in this Prospectus. RSM Bird Cameron Partners has not withdrawn its consent prior to lodgement of this Prospectus with ASIC.

Steinepreis Paganin has given its written consent to being named as the solicitors to the Company in this Prospectus. Steinepreis Paganin has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

Triple C Consulting has given its written consent to being named as the solicitors to the Company in this Prospectus. Triple C Consulting has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

Each of Jodi Topine, Peter White, Peter Sheppeard, Doug Fitch and Mark Allen have consented to being named in this Prospectus and to the inclusion of the statements attributed to them.

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Additional Information 99.9 Expenses of the Offer

The total expenses of the Offer (excluding GST) are estimated to be approximately $634,014 at the minimum subscription level and $816,920 at the full subscription level and are expected to be applied towards the items set out in the table below:

Item of Expenditure Minimum Subscription ($)

Full Subscription ($)

ASIC fees 2,290 2,290

ASX Listing Fees 84,724 87,630

Broker Commissions* 432,000 612,000

Legal Fees 80,000 80,000

Investigating Accountant’s Fees 25,000 25,000

Miscellaneous 10,000 10,000

TOTAL 634,014 816,920

* Broker commissions will only be paid on applications made through a licensed securities dealers or Australian financial services licensee and accepted by the Company (refer to Section 5.9 of this Prospectus for further information). The amount calculated is based on 100% of applications being made in this manner. Broker Commissions at the full subscription level are quoted based on the net amount after allowing the $48,000 Broker Commissions netted against the settlement of the purchase of Shares from Vendor Shareholder referred to in Section 1.9.

Electronic ProspectusIf you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please contact the Company and the Company will send you, for free, either a hard copy or a further electronic copy of this Prospectus or both. Alternatively, you may obtain a copy of this Prospectus from the website of the Company at cvcheck.biz/investors.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

Clearing House Electronic Sub-Register System (CHESS) and Issuer SponsorshipThe Company will apply to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company.

Electronic sub-registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with statements (similar to a bank account statement) that set out the number of Shares issued to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Electronic sub-registers also mean ownership of Securities can be transferred without having to rely upon paper documentation. Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

9.10

9.11

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9.12 Privacy statementIf you complete an Application Form, you will be providing personal information to the Company. The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you as a Shareholder.

The information may also be used from time to time and disclosed to persons inspecting the register, including bidders for your Securities in the context of takeovers, regulatory bodies including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the share registry.

You can access, correct and update the personal information that we hold about you. If you wish to do so, please contact the Company at the relevant contact number set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Shares, the Company may not be able to accept or process your application.

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10.0


Directors’ AuthorisationF

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Directors’ Authorisation 10

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with ASIC.

Steve CarolanManaging Director For and on behalf of CV CHECK LTD

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11.0


Glossary

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Glossary 11Where the following terms are used in this Prospectus they have the following meanings:

$ means an Australian dollar.

AICD means Australian Institute of Company Directors

Application Form means the application form attached to or accompanying this Prospectus relating to the Offer.

ASIC means Australian Securities & Investments Commission.

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

ASX Listing Rules means the official listing rules of ASX.

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

Closing Date means the closing date of the Offer as set out in the indicative timetable in the Investment Overview in Section 1 of this Prospectus (subject to the Company reserving the right to extend the Closing Date or close the Offer early).

Company means CV Check Ltd (ACN 111 728 842).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

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

Existing Shareholder means a Shareholder of the Company as at the date of this Prospectus.

Existing Shares means Shares on issue as at the date of this Prospectus.

Existing Vendor Shareholder means an Existing Shareholder participating in the Vendor Selldown set out in Section 5.1 of this Prospectus.

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

Group Company means CVCheck and any subsidiary of CVCheck from time to time.

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

Official List means the official list of ASX.

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

Option means an option to subscribe for a Share.

Prospectus means this prospectus.

SAV means the screening and verification process.

Section means a section of this Prospectus.

Securities mean Shares and/or Existing Member Shares offered pursuant to the Offer.

Sell Down Deeds mean the deeds entered into between the Company and each of the Existing Vendor Shareholders setting out the terms on which the Existing Vendor Shareholders shall sell their Existing Member Shares pursuant to this Prospectus.

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

Shareholder means a holder of Shares.

Vendor Selldown means the sale of Existing Shares by the Existing Vendor Shareholders as part of the Offer being made under this Prospectus.

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

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12.0


Corporate DirectoryF

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Corporate Directory 12DirectorsChris Brown Non-Executive Chairman

Steven Carolan Managing Director

Rod Sherwood Director, Chief Financial Officer

Colin Boyan Director, IT and Marketing

Craig Sharp Director, General Counsel

Peter Sheppeard Non-Executive Director

Company SecretariesPhillip Hains

Peter Webse

Solicitors Steinepreis Paganin

Level 4, The Read Buildings 16 Milligan Street Perth WA 6000

Broker to the OfferTriple C Consulting Pty Ltd

5 Lindsay St Perth WA 6000

Telephone: (+61) 8 9228 5999 Email: [email protected]

Registered Office186 Main Street Osborne Park WA 6017 Australia

Telephone: (+61) 8 9388 3000 Facsimile: (+61) 8 6316 1435

Email: [email protected] Website: cvcheck.biz

Auditor RSM Bird Cameron Partners8 St Georges Terrace Perth WA 6000

Investigating AccountantRSM Bird Cameron Corporate Pty Ltd8 St Georges Terrace Perth WA 6000

Share RegistryAutomic Registry Services Pty LtdLevel 1 7 Ventnor Avenue West Perth WA 6005

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Little Engine Pty Ltd Brisbane Australlia

“In my dealings with CVCheck I’ve seen firsthand that they really understand and care about their customers and are always looking to go the extra mile. They’ve been a pleasure to work with”.

Mark AllenGraphic Designer

Little Engine Creative

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13.0


Application FormF

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APPLICATION FORMThis is an Application Form for Shares in CV Check Ltd under the terms set out in the Prospectus dated 26 June 2015. This Application Form and your cheque must be received by the registry, Automic Registry Services, by the closing date.

The Prospectus contains important information relevant to your decision to invest and you should read the entire Prospectus before applying for Shares. If you are in doubt as to how to deal with this Application Form, please contact your accountant, lawyer, stockbroker or other professional adviser.

CV Check LtdABN: 25 111 728 842PRINT CLEARLY IN CAPITAL LETTERS

1. Number of Shares you are applying for:

3. Write the name(s) you wish to register the shares in (see reverse for instructions)

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

2. Total amount payable (multiply box 1 by $0.20 per share)

Applications must be for a minimum of 10,000 Shares and thereafter in multiples of 2,500 Shares.

Name of Applicant 1

Name of Applicant 2 or <Account Designation>

Name of Applicant 3 or <Account Designation>

4. Write your postal address here – to be registered against your holdingNumber/Street

Suburb/Town State Postcode

5. CHESS Participants only – Holder Identification Number (HIN)

XNote: if the name and address details in Sections 3 & 4 above do not match exactly with your registration details held at CHESS, any Shares issued as a result of your Application will be held on the Issuer Sponsored subregister.

6. Email Address (see reverse of form – this is for all communications legally permissible and despatched by the Company)

7. TFN/ABN/Exemption Code

Applicant 1 Applicant #2 Applicant #3

8. PLEASE INSERT CHEQUE DETAILS

Cheques must be drawn on an Australian branch of a financial institutional in Australian currency, made payable to CV Check Ltd Offer Account crossed “Not Negotiable” and forwarded to Automic Registry Services to arrive no later than the Closing Date.Cheque Number BSB

–Account Number

9. CONTACT DETAILS

Please use details where we can contact you between the hours of 9:00am and 5:00pm should we need to speak to you about your application.

( )Telephone Number Contact Name (PRINT)

If NOT and individual TFN/ABN, please note the type in the boxC = Company; P = Partnership; T = Trust; S = Super Fund

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INSTRUCTIONS TO COMPLETION OF THIS APPLICATION FORMYOU SHOULD READ THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS APPLICATION FORM Please complete all relevant sections of this Application Form using BLOCK LETTERS The below instructions are cross-referenced to each section of the Application Form.

1 Number of Shares Insert the number of Shares you wish to apply for in Section 1. Your application must be for a minimum of 10,000 Shares and in multiples of 2,500 Shares thereafter.

2 Payment Amount Enter into Section 2 the total amount payable. Multiply the number of Shares applied for by $0.20 – the application price per Share.

3 Name(s) in which the Shares are to be registered Note that ONLY legal entities can hold Shares. The application must be in the name of a natural person(s), companies or other legal entities acceptable by the Company. At least one full given name and surname is required for each natural person.

CORRECT FORMS OF REGISTRABLE TITLEType of Investor Correct Form of Registration Incorrect Form of Registration

Trusts Mr John Richard Sample <Sample Family A/C>

John Sample Family Trust

Superannuation Funds Mr John Sample & Mrs Anne Sample <Sample Family Super A/C>

John & Anne Superannuation Fund

Partnerships Mr John Sample & Mr Richard Sample <Sample & Son A/C>

John Sample & Son

Clubs/Unincorporated Bodies Mr John Sample < Food Help Club A/C>

Food Help Club

Deceased Estates Mr John Sample <Estate Late Anne Sample A/C>

Anne Sample (Deceased)

4 Postal Address Enter into Section 4 the postal address to be used for all written correspondence. Only one address can be recorded against a holding. With exception to annual reports, all communications to you from the Company will be mailed to the person(s) and address shown. Annual reports will be made available online when they are released. Should you wish to receive a hard copy of the annual report you must notify the Share Registry. You can notify any change to your communication preferences by visiting the registry website – automic.com.au

5 CHESS Holders If you are sponsored by a stockbroker or other participant and you wish to have your allocation directed into your HIN, please complete the details in Section 5.

6 Email Address As permitted under the Corporations Act, CV Check Ltd will only be forwarding printed annual reports to shareholders electing to receive one. Our company annual report and company information will be available at cvcheck.biz/investors. You may elect to receive all communications despatched by CV Check Ltd electronically (where legally permissible) such as a notice of meeting, proxy form and annual report via email.

7 TFN/ABN/Exemption If you wish to have your Tax File Number, ABN or Exemption registered against your holding, please enter the details in Section 7. Collection of TFN’s is authorised by taxation laws but quotation is not compulsory and it will not affect your Application Form.

8 Cheque Details Cheques must be drawn on an Australian branch of a financial institutional in Australian currency, made payable to CV Check Ltd Offer Account and crossed “Not Negotiable”. Please complete the relevant details in Section 8.

9 Contact Details Please enter contact details where we may reach you between the hours of 9:00am and 5:00pm should we need to speak to you about your application.

HOW TO LODGE YOUR APPLICATION FORMMail or deliver your completed Application Form with your cheque to the following address.

Mailing Address Hand Delivery (Please do not use this address for mailing purposes) CV Check Ltd CV Check Ltd C/- Automic Registry Services C/- Automic Registry Services PO Box 223 Level 1 WEST PERTH WA 6872 7 Ventnor Avenue WEST PERTH WA 6005

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CV Check LtdABN 25 111 728 842

cvcheck.biz

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for personal use only the shares offered by this ... · cv check ltd prospectus 1 prospectus for an...

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