SEMENTIS

INFORMATION MEMORANDUM

FOR THE CAPITAL RAISING OF UP TO 37.5 MILLION SHARES AT 8 CENTS PER SHARE TO RAISE 3 MILLION DOLLARS THE SEMENTIS INFORMATION MEMORANDUM IS ISSUED BY SEMENTIS PTY LTD ACN 138 550 811 FOR FURTHER INFORMATION PLEASE CONTACT: DAMIAN GILL MANAGER CORPORATE AFFAIRS TEL +61 (0)414 630 255 EMAIL DAMIAN.GILL@SEMENTIS.COM.AU

SEMENTIS GROUND BREAKING VACCINE TECHNOLOGY COULD RESULT IN AN EXTRAORDINARY RANGE OF VACCINE PROTOTYPES.

IMPORTANT INFORMATION INVESTMENT PROFILE AND KEY FEATURES SEMENTIS: IMMUNE PAYLOAD THE PLATFORM TECHNOLOGY THE PEANUT ALLERGY OPPORTUNITY THE Q FEVER OPPORTUNITY THE CHIKUNGUNYA OPPORTUNITY INVESTMENT RISKS ADDITIONAL INFORMATION

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CONTENTS

CONFIDENTIAL
This document and its attachments are the property of Sementis Pty Ltd and may not be used or reproduced in any form by parties other than those authorised, without prior written approval.
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IMPORTANT INFORMATION
This is an Information memorandum and is dated June 2011. This document has been issued by Sementis Pty Ltd ACN 138 550 811 (Sementis) to provide investors with general information to assist them in making their own independent evaluation of whether they wish to proceed with a possible investment in Sementis by subscribing for shares in the capital of Sementis as described in the Information Memorandum (Offer). RISKS Prospective investors should be aware that investment in the shares does carry various risks, both specific to Sementis and general investment risks. Sementis is subject to all the usual risks associated with new emerging companies involved in developing biotechnology. Accordingly, investment in the shares offered pursuant to this Information Memorandum (shares) should be considered highly speculative. Prospective investors should note that, as it is not possible to identify all risks, the risks identified in this Information Memorandum are not exhaustive. Investors should have regard to their own investment objectives and the advice of their accountant, financial adviser, stockbroker, lawyer or other independent professional adviser before deciding whether to invest. The Shares to be issued pursuant to this Information Memorandum carry no assurance with respect to the payment of dividends, return of capital or the value of the Shares. The immediate success of Sementis is largely dependent on the successful development, commercialisation and launch of the SCV technology and Sementis lead product, PHAV. The key business risks associated with Sementis are listed in pages 36 to 38. Please refer to page 36 for further details in relation to Investment Risks. UNDERWRITING The Offer is not underwritten. FORWARD LOOKING INFORMATION This Information Memorandum contains forward looking and other subjective information. Such forecasts, projections and information are not a guarantee of future performance and involve unknown risks and uncertainties. Actual results and developments will almost certainly differ from those expressed or implied and you should make your own assessment of the opinions, estimates, projections and the relevant assumptions and calculations upon which the opinions, estimates and projections are based. No representation or warranty, express or implied, is given as to the accuracy of the information or opinions contained in this document and no liability is accepted by Sementis or its directors, members, officers, employees, agents or advisers for any such information or opinions. PRIVACY DISCLOSURE The Company collects information in relation to each Applicant as provided on an Application Form (Information) for the purposes of processing the Application Form and, should the Application be successful, to administer the Applicants security holding in the Company (Purposes). The Company may use the Information for the Purposes and the Company may disclose the Information for the Purposes to the Share Registrar, the Companys related bodies corporate, agents, contractors and third party service providers, and to ASX, ASIC and other regulatory authorities. The Information may also be used and disclosed to persons inspecting the register, including bidders for your shares in the context of take-overs, licensed securities dealers, mail houses, and regulatory bodies including the Australian Taxation Office.

DISCLAIMER NOTICE The purpose of this Information Memorandum is to provide selected parties (Recipients) with certain information regarding the Company on a private and confidential basis for use solely in connection with their consideration of investing in shares in the Company. The offer of Shares under this Information Memorandum is only available to sophisticated or professional investors as described under section 708 (8) and 708 (11) of the Corporations Act (Cth) (Corporations Act) or to whom an offer can be made without the need for a disclosure document to be provided under the Corporations Act. Accordingly, the Information Memorandum may not be copied or reproduced, in whole or part, for any purposes other than that for which it is intended and none of its contents may be divulged to third parties without the prior written consent of the Company. This Information Memorandum is not a product disclosure statement, or prospectus and has not been lodged with or registered by the ASIC, and is not regulated by Part 6.2D or Part 7.9 of the Corporations Act. As such there is a lower level of disclosure required than would be required in a Product Disclosure Statement or any such other disclosure document. The information contained in this Information Memorandum or subsequently provided to the Recipient whether orally, electronically or in writing by or on behalf of Sementis or its respective employees, agents, or consultants is provided on the terms and conditions of this notice. The Information Memorandum does not purport to be all inclusive or contain all of the information which its recipients may require in order to make an informed assessment about whether to invest in shares in Sementis. Accordingly, the Information Memorandum does not take into account the investment objectives, financial situation and particular needs of the individual investor. Before making an investment in the Company, the investor, or proposed investor, should consider whether such an investment is appropriate to their particular investment needs, objectives and financial circumstances and consult an investment advisor if necessary. Recipients should not rely on any statement contained in this Information Memorandum and instead determine their interest in the Offer on the basis of independent investigation that they consider necessary or desirable. The Company and each of its agents, directors, officers and employees: (a) does not warrant or represent the origin, validity, accuracy, completeness or reliability of, or accept any responsibility for errors or omissions in this Information Memorandum; (b) disclaims and excludes all liability for all claims whatever nature (including any claim of negligence) that may arise in any way from or in connection with the provision of this Information Memorandum and any inaccuracy or incompleteness, or any reliance by any person on it; and (c) does not, by this Information Memorandum, provide any recommendation, service or advice. The Company may in its absolute discretion, but without being under an obligation to do so, update, amend or supplement this Information Memorandum or any other information provided to the Recipient. NOTICE TO PROSPECTIVE INVESTORS OUTSIDE AUSTRALIA It is the responsibility of any person wishing to purchase shares in the Company to satisfy himself or herself as to full observance of the laws of any relevant territory outside of Australia in connection with any such purchase, including obtaining any required governmental or other consents or observing any other applicable formalities. No action has been or will be taken to register or qualify the Information Memorandum or otherwise permit the offering or registration of securities in any place outside of Australia.

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INVESTMENT PROFILE AND KEY FEATURES

PROFILE Company Name CEO Share Issue Price Seed Investment Amount Total Shares on Issue Sementis Pty Ltd ACN 138 550 811 Mr Troy Neilson AUD$0.08 Up to AUD$3,000,000 107.5 million post seed capital

INDICATIVE OFFER TIMETABLE POST PRE IPO Opens Closes Project Commencement Proof of Concept Contact June 2011 Will close once fully subscribed June 2011 July 2011 to April 2012 Mr Damian Gill +61 (0)414 630 255 damian.gill@sementis.com.au

SEMENTIS: IMMUNE PAYLOAD

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INTRODUCTION
Sementis groundbreaking vaccine technology has the potential to revolutionise the way we look at modern vaccine production. Sementis Copenhagen Vector (SCV) - the new vaccine delivery technology developed by Sementis Pty Ltd promises to help in the development of vaccines that will alleviate the suffering and fear of potentially tens of millions of people in years to come. SCV technology is a unique system engineered to overcome the shortfalls of existing vaccine delivery technologies. The SCV system is in essence a turbocharged bio-vehicle, carrying vaccine antigen payloads to be delivered efficiently and precisely to the immune system. The result opens the door to an extraordinary range of vaccine prototypes. The technology is a package for delivering antigens (genes) from different disease-causing agents directly to the body where the immune system will initiate immunity against the disease-causing agent from which the antigen was taken from. It is a universal backbone technology for delivering vaccines aimed at numerous different disease-causing agents. The initial vaccine development program includes 3 unique vaccines. The first of these developed by Sementis is PHAV (Peanut Hypo-Allergy Vaccine). The SCV technology will deliver a novel peanut antigen to the immune system, encouraging it to switch off the allergic reaction to peanut allergens. This product has the potential to save thousands of lives a year, and eliminate the need for concern in millions of sufferers. PHAV will re-educate the immune system to curtail an allergic response upon exposure to peanuts. For millions of people around the globe a Snickers bar is the equivalent of an unpinned grenade. The reason is, simply, peanuts, a protein source that is utilised in a stunning variety and array of foods and can be deadly, leading to fatal peanut anaphylaxis in children and affected individuals. A peanut allergy vaccine that can cure the allergy is needed even more so now due to the wide spread use of peanut protein in health foods, fast healthy foods, baby milk powder formulations and numerous other food types. Consumption of food that was prepared in proximity to dishes containing trace amounts of peanut protein can be life threatening for those that are allergic, where it can lead to fatal anaphylaxis. Awareness of this condition has grown exponentially over recent years, and features regularly in the media. It is, understandably, a constant source of anxiety for parents, teachers and friends, and those affected by the condition. To date it is estimated that, at the very least, over one per cent of individuals suffer from this allergy; the highest reputable (but still conservative) figure that has been referenced is over five per cent. In practical terms 1.1 per cent prevalence translates into an estimated 7.3 to 10.5 million existing sufferers in the Western world. The second vaccine product in development is for the increasingly prevalent disease Chickungunya, which has potential for global out-reach and that causes a severe form of fever requiring hospitalisation. Also in development is a third vaccine for Q-Fever, a painful bacterial infection carried in livestock, that can be passed onto humans and can be life threatening in the at risk group. Q-Fever is becoming an increasingly important agricultural disease in need of control. For those affected by Q-Fever, the result can be deadly. In summary, Sementis vaccine technology is the use of their proprietary vaccine delivery technology to deliver antigens from different disease-causing agents directly to the bodys immune system to elicit an immunity against the disease-causing agent the antigen was taken from.

OVERVIEW
Sementis is currently looking to raise Au$3,000,000 of seed capital in order to fund the Proof of Concept and Project Preparation. This phase is expected to result in a number of key milestones completed preparing for the initiation of three of its vaccine pipeline items into human clinical trials over a 15-18 month period. Specifically the funding is anticipated to cover the cost of prototype vaccine construction, animal trials and patent protection for the Peanut Hypo-allergy Vaccine (PHAV), the Chikungunya Vaccine (CHIKV), and Q-Fever (QFEV). It will also enable the Sementis Executive Directors to work on the project full time to manage the current project work and prepare for subsequent stages. Sementis will require additional funding in the future for further development, expansion or for capital investment. Both the PHAV and CHIKV prototype gene constructs have now been completed and are ready for prototype vaccine construction. The PHAV and CHIKV form the pilot vaccines for a larger pipeline, alongside QFEV. Other diseases of interest include but are not limited to Alzheimers disease, bee venom, and other allergies including other nuts and shellfish.

THE OFFER
This summary is not intended to provide full information on the shares described in this Information Memorandum. Before deciding to apply for Shares this Information Memorandum and the Constitution of Sementis should be read in their entirety. BACKGROUND Sementis is a start-up company based in Melbourne, Australia, which is developing products as described in this Information Memorandum. Sementis was formed in August 2009 by its co-founders Dr Paul Howley, Travis Molloy and Troy Neilson. CORPORATE STRUCTURE Sementis is an unlisted proprietary limited Australian company Sementis Pty Ltd. The current directors are the founders. It is anticipated that prior to the completion of this capital raising a non-executive director, independent of the founders will join the board of Sementis. DESCRIPTION OF THE OFFER Sementis proposes to raise $3 million through the issue of 37.5 million fully paid ordinary shares in the capital of Sementis at a price per share of $0.08. If there is a shortfall in equity raising, Sementis may seek debt funding to make up the shortfall and payments on that debt will most likely need to be made ahead of any return of equity or profit distributions on ordinary shares. OFFER PERIOD The Offer is open as and from 8:00 am on the date of this Information Memorandum and will close once fully subscribed. These dates are indicative only and Sementis reserves the right to change the dates and times, including to close the offer early without prior notice or to accept applications after the closing date. HOW TO APPLY FOR SHARES The Offer is made only to the addressee of the offer and the addressee may complete the Application Form and subscribe for the Shares offered pursuant to this Offer. To that extent, neither the Information Memorandum nor the Application Form may be handed to any member of the public. To apply for Shares, the Application Form accompanying this Memorandum must be completed and lodged with Sementis. Applications must be for at least 1.25 million Shares ($100,000.00).

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AN APPLICATION FORM OF A 1. Sophisticated investor must be accompanied by a certificate issued by a qualified accountant no more than 6 months ago certifying that the applicant: The applicant has net assets of at least $2.5 million; or Has received gross income for each of the last 2 financial years of at least $250,000 per year. Where the sophisticated investor applicant is a company or a trust, such certificate must be issued and relate to the individual controlling such company/trust. 2. Investor located outside of Australia, must be accompanied by written advice from its professional legal advisors (to Sementis absolute satisfaction) that confirms that it is lawful in the place in which the intending investor resides and comes into possession of this document: or Sementis to make an invitation and an offer pursuant to this Information Memorandum and that the securities offered pursuant F to this Information Memorandum are done so in compliance with the applicable laws (including securities laws) of such place; For such intending investor to receive the Information Memorandum and securities offered pursuant to this Information Memorandum; either the Information Memorandum nor securities offered pursuant to this Information Memorandum need to be registered in the N place in which they are to be received; and o clearances are required from any securities commission or any other governmental or regulatory body for the purposes of making N or receiving the Information Memorandum or the securities offered pursuant to this Information Memorandum.

CAPITAL STRUCTURE The likely capital structure after completion of the capital raising is as follows: Number of existing shares on issue (all held by related entities of the founders) Number of new shares offered under this Information Memorandum Number of shares on issue after placement Number of options on issue after placement REFUNDS Until Shares are allotted, application monies will be held on trust for the applicant. If you are not allocated any Shares or you are allocated fewer Shares than the number you applied for, you will be sent a refund cheque as soon as practicable after the conclusion of the offer. No interest will be payable on application monies. If the offer does not proceed for any reason at all applicants will have their application monies refunded to them (without interest). Successful applicants will be notified in writing of the number of Shares allocated to them as soon as possible following the allocation. RIGHTS ATTACHING TO SHARES Rights attaching to the Shares are determined by the Constitution of Sementis, the Corporations Act 2001 (Cth) and general law. The Constitution is available for inspection on request by prospective investors at Sementis registered office, during business hours. EXPENDITURE BREAK-DOWN It is anticipated that the seed capital raised will be sufficient in order to be used to: 1. Complete animal trials for the PHAV, QFEV, and CHIKV in order to enter Toxicollogy and Human Clinical Trials 2. Employ the Sementis Executive Directors (Dr Paul Howley, Travis Molloy and Troy Neilson) for 15-18 months in order to, amongst other things: Project manage the development of the SCV, PHAV, QFEV & CHIKV; Undertake detailed planning for the next round of funding; Make contact with Contract Research Organisations for subsequent project phases and obtain quotes and indicative timings; and Plan and prepare for the establishment of Sementis premises. 70,000,000 37,500,000 107,500,000 3,000,000

Application Forms and monies are to be collected by Sementis legal advisors, Gadens Lawyers Melbourne, on behalf of the company. Accordingly, a duly completed Acceptance Form, should be accompanied by a cheque in Australian dollars, crossed not negotiable and made payable to Gadens Lawyers Trust Account A completed Application Form (together with Investor Confirmation Letter and/or Qualified Accountant Form)) and accompanying cheques should be returned as soon as possible after the offer opens by mail to: Sementis Pty Ltd C/- Gadens Lawyers GPO Box 48 Melbourne VIC 3001, Australia ALLOCATION Sementis reserves the right to reject any application (including where an application has not been completed correctly) or to allocate to any applicant fewer Shares than the number of Shares that the applicant has applied for. If the total number of applications for Shares exceeds the total number of Shares on offer pursuant to this Information Memorandum, application may be scaled back by Sementis on a pro-rata basis. Successful applicants will be notified in writing of the number of Shares allocated to them as soon as possible following the allocation.

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THE SCV SYSTEM IS IN ESSENCE A TURBO CHARGED BIO-VEHICLE, CARRYING VACCINE ANTIGEN PAYLOADS TO BE DELIVERED EFFICIENTLY AND PRECISELY TO THE IMMUNE SYSTEM.

THE PLATFORM TECHNOLOGY

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WHY CREATE A VECTOR PLATFORM TECHNOLOGY?

It is highly advantageous from an intellectual property ownership and commercial perspective to develop a proprietary vector system. Royalty payments to a third party can become a significant factor in the commercialization process and impact on pricing and other cost considerations. This is because the ownership of the vaccine may not be clear and full cost of the royalties might be subject to complex considerations. Sementis also requires a vector that has superior properties to those offered by commercially available options. An ideal vector platform technology is one that : Strongly stimulates the TH1 half of the Immune System Has a large DNA carrying capacity that can hold long therapeutic gene payloads High manufacturing yields in economical and stable cell line Can deliver the therapeutic gene payloads but not reproduce in the patient Sementis believes it has developed such a vector.

PLATFORM TECHNOLOGY - SCV

The Sementis Copenhagen Vector (SCV) is a purpose built, genetically modified live virus vaccine, based on the Copenhagen strain of the Vaccinia virus. It has been designed to delivers therapeutic genetic payloads to human cells with efficiency and precision. The SCV can carry large genetic payloads whilst stimulating the immune system to maximise the immune response (immunogenicity). Most competitor vector products cannot claim this. It can be freeze dried creating vaccines of potentially indefinite shelf lives, which are accordingly highly transportable and stable. This opens up the possibility of stockpiling a protective vaccine in areas with no refrigerated storage facilities. The SCV is wholly and solely owned by Sementis meaning that there are no third party royalties or intellectual property considerations. The SCV as a part of the Vaccinia family which has been widely studied and therefore promises excellent safety and dosing predictability. This is a real plus in terms of time and cost savings in pre-clinical work. The Vaccinia family of vectors is well known to the regulators and are generally considered safe enough for use even in immune compromised patients such as HIV sufferers.

PROVISIONAL PATENT APPLICATION

Viral Vector, Inventor: Paul Howley, Australian Provisional Patent Application AU 2011900691

THE PEANUT ALLERGY OPPORTUNITY

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WHY THERE IS A NEED FOR A PEANUT ALLERGY VACCINE?

Peanut allergy is a disorder where an individual suffers from a potentially life threatening allergic reaction upon ingesting even the smallest amount of peanut. There is no cure for peanut allergy available at this time; meaning sufferers must exercise strict dietary scrutiny and restrictions, thus imposing significant lifestyle constraints as the only means of avoiding a reaction. The following facts summarise the disorder: 1. Peanut allergy is one of the most severe food allergies; rarely remitting compared with milk and egg allergy, and is frequently associated with life-threatening allergic reactions (anaphylaxis). Peanut allergy in this way can be seen as a life sentence to the sufferer 2. Upon ingesting peanut a sufferer can expect vomiting, diarrhoea, local or generalised hives and large disfiguring swellings, breathing difficulties, low blood pressure, fainting, and in some cases, anaphylactic shock and death 3. Only trace amounts of peanut are required to cause a reaction; a pot or cooking implement used to prepare a peanut dish, if not properly washed, could carry over enough residual peanut to contaminate the next meal being cooked and cause a reaction in an allergic individual 4. Current treatments are not preventative, a sufferer must be experiencing symptoms before self diagnosis is made and treatment can occur (usually self administration of adrenalin through an Epipen) and admission to hospital There are no preventative therapies comparable to the PHAV currently on the market It is not difficult to imagine the fear and frustration felt by sufferers or parents of suffering children given the seriousness of this allergy, and the publics often careless use of a nut that is potentially deadly to more then one in one hundred people.

COMPETITOR ANALYSIS
Current Competitors to the PHAV are virtually non-existent, in that there is no therapy on the market that offers any relief or preventative protection from peanut allergy. Currently management of peanut allergy is restricted to the following three approaches: 1. Avoidance of peanuts through often unrealistic dietary constraints. Sufferers must carefully scrutinise ingredient labels of food products and avoid high-risk foods. Despite a sufferers best efforts, it has been estimated that sufferers will have an allergic reaction from accidental ingestion of peanut contaminated food once every three years 2. Self Diagnosis, where the sufferer must learn to identify the early stages of an accidental ingestion and intervene. Clearly this presents problems for young children causing great anxiety for parents 3. Self Treatment and Hospitalisation; Sufferers carry self-injectable epinephrine based delivery devices called Epipens, which contain adrenaline, for use in the case of an unanticipated reaction due to an exposure to treat serious symptoms, such as attempting to keep the airways open. Regardless of any self treatment, allergic reactions will also require hospitalisation to prevent secondary reactions The primary weakness of current competing therapies is their reactionary nature; a sufferer must be actually experiencing an allergic reaction before treatment can begin. A preventative therapy such as the PHAV would undoubtedly be preferable to a peanut allergy sufferer if it were available. Future Competitors are currently under various degrees of development however, as with the current alternatives, they are likely to be out-classed by the PHAV: EPITOPE APPROACH This vaccination approach has featured recently in the media and in Sementis opinion represents what is effectively research phase into peanut allergy. The epitope approach involves searching for and administering specific and small sections of peanut proteins that even if successful wouldnt represent a holistic solution. A successful outcome would only address two of the eight possible peanut allergens. Furthermore the effectiveness would be restricted to a small population that the epitope is workable with. INCREMENTAL TOLERANCE APPROACH This approach involves administering minute and increasing doses of peanut protein, in order to induce tolerance in a sufferer. This method is dangerous and time-consuming as the tolerance produced is rarely more that for a small quantity of nuts and at the threshold an anaphylaxis event will still occur. ANTI-IgE THERAPY This therapy is under development by Genetech Inc, USA (www.gene.com) to specifically treat allergic conditions such as asthma or hayfever. They are also claiming that it is applicable to peanut allergy. An immune therapy designed to neutralise the antibody IgE which is a critical aspect of the TH2 (allergic) immune response. It is an ongoing therapy (comparable to life-long insulin injections for diabetics) which if discontinued would remove the protection from peanut allergy. This approach can be viewed as somewhat dangerous in that it completely disarms theTH2 component of the immune system which is still an important part of the bodys immune defenses. It is possible that antiIgE therapy would leave the patient open to other parasitic infections. Development of this treatment with respect to peanut allergy has been put on hold in Phase II trials due to adverse reactions in patients.

PEANUT ALLERGY PREVALENCE & MARKET

The prevalence of peanut allergy in the general population is conservatively cited as 1.1% and has been estimated to be potentially as high as 5.0%. At 1.1% this makes peanut allergy more common than Alzheimers, Global HIV or Multiple Sclerosis (MS). The top six global pharmaceutical markets, as well as Australia, have been taken as the initial basis for the peanut allergy market. Collectively, these markets represent over 75% of the worlds total pharmaceutical market, excluding China and India, comprising 705 million individuals. The other component represents an estimate of the remaining world market. These figures represent a market of 7.8 million people who currently suffer from peanut allergy in this market place. The average birth rates of these markets/nations and a 1.1% prevalence also means an extra 98,000 new peanut allergic children are being born per year.

LUNG CANCER DIABETES PEANUT ALLERGY ALzHEIMERS GLOBAL HIV MULTIPLE SCLEROSIS 0% 1% 1.5% 2% 2.5% 3% 3.5%

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IMMUNOSTIMULATORY SEQUENCE THERAPY This is a peanut specific therapy under development by Dynavax Technologies, USA (www.dynavax.com). It is a vaccine consisting of a single peanut protein allergen linked to short synthetic DNA molecules named ISS (Immunostimulatory Sequences) designed to elicit a TH1(non allergic) immune response and therefore eliminate the TH2 (allergic) immune response. This peanut protein-ISS approach is not as direct nor effective as viral vector vaccines (such as the vaccine proposed in this information memorandum) at promoting TH1 (non-allergic) immune responses and could be mopped up by pre-existing IgE antibodies (prime mediators of allergic reactions). The approach addresses only one of several peanut proteins responsible for peanut allergy. PEANUT PROTEIN AND BACTERIA MIX VACCINE This is a vaccine treatment that is under development by Stanford University of Medicine, USA to specifically target peanut allergy. It is a vaccine consisting of heat killed bacteria (which would normally elicit a TH1 non-allergic immune response) and peanut protein. The concept is that the immune system will, by association, mount a TH1 (non-allergic) immune response on peanut protein encountered with the bacteria. This therapys technology can be considered a more basic version of the technology to be employed by Sementis. Positive results have been observed in animals, however it has yet to be tested in humans at this stage. The therapy is currently in pre-clinical development and if effective, would reach the market in 10 to 12 years.

REVENUE SCENARIO
MARKET OVERVIEW Studies by Kalorama and RNCOS have both stated that the vaccine segment is now one of the most lucrative pharmaceutical markets, and will emerge as one of the fastest growing therapy areas: tandard penetration figures regularly cite between 20% and 60% penetration, with new, novel products, in unmet markets, claiming S market shares between 50% and 80%, with products that dont have the prevalence of peanut allergy dvances in immunology, increasing emphasis on preventative medicine, and the shift from small-molecule drug research to discovering A novel and orphan biologics are contributing to the growth of the vaccine market The global vaccine market is expected to reach USD$34 billion by 2012, with compound growth expected to be 14%.

VACCINE MARKET GROWTH

PHAV - HOW IT WORKS

NORMAL PEANUT (ALLERGIC) REACTION TH2 Allergic Immune Response
1. Peanut protein is ingested and enters the blood stream 2. The TH2 immune system encounters the protein 3. The TH2 immune system is activated 4. The TH2 immune response causes an allergic reaction to the peanut protein on a wide scale

50,000,000,000 37,500,000,000 25,000,000,000 12,500,000,000 0

1,200,000,000,000 900,000,000,000 600,000,000,000 300,000,000,000 0

UPON PHAV VACCINATION TH1 Non-allergic Immune Response

1. The PHAV is injected into the blood stream 2. The PHAV transfers its peanut protein genes into a human cell 3. The TH1 immune system encounters the PHAV infected cell 4. The TH1 immune system is activated 4. The TH1 immune response causes an non -allergic reaction to the peanut protein & immune memory is established

2010

2011

2012

2013

2014

2015

GLOBAL VACCINE MARKET

GLOBAL PHARMACEUTICAL MARKET

SUBSEQUENT PEANUT REACTION TH1 Non-allergic Immune Response

1. Peanut protein is ingested and enters the blood stream 2. The TH1 and TH2 immune system encounter the peanut proteins 3. The TH1 system remembers the protein and activates; the TH2 is subsequently inhibited 4. The TH1 immune response causes an non -allergic reaction to the peanut protein; no TH2 allergic response occurs

THE GLOBAL VACCINE MARKET IS EXPECTED TO REACH USD$34 BILLION BY THE YEAR 2012
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PRICING MODEL
One of the best procedures to profile an appropriate pricing point for the PHAV product, is to look at the cost per cure/dose of similar vaccines currently on the market. Three products currently on the market are listed below: COMPARATIVE VACCINE COST PER DOSE Merck & Co GSK Alk-Abello Gardasil Cervarix Alutard SQ USD$450 per series of 3 doses which is expected to provide protection for up to 4 years. USD$402 per series of 3 which is expected to provide protection for up to 4 years USD$359 for a 3 month supply, with a life long dependency to avoid future exposure issues

The first therapeutic Peanut Allergy vaccine treatment will have virtually exclusive access to the pool of 7 to 8 million existing sufferers worldwide who would be able to purchase the vaccine. This will present a major barrier to entry for competing therapies which are trailing significantly in development. This secondary market situation would only have access to a severely diminshed sales base, meaning the chances of achieving a return on their own development costs would be significantly lower. Taking into consideration the information put forward, conservative figures to come to a valuation for the PHAV product. The valuation model proposed is laid out below: PRICING MODEL 7,755,000 people in the developed world currently suffer from peanut allergy Conservative one off, single dose price of USD$750 per dose Conservative market penetration of 50% - 3,877,500 sufferers Conservative market share of 50% in an unmet market - 1,938,750 sufferers Product revenue of USD$1.454 Billion in the first year Further gain of 25% market share over the following two years equating to USD$1.454 Billion Conservative 3 year sales of USD$2.908 Billion

PROVISIONAL PATENT APPLICATION

Immune Modulation, Inventor: Paul Howley; Australian Provisional Patent Application AU 2011900503

7,755,000 PEOPLE IN THE DEVELOPED WORLD CURRENTLY SUFFER FROM PEANUT ALLERGY
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THE Q FEVER OPPORTUNITY

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THE Q FEVER OPPORTUNITY

Q Fever is a highly infectious disease contracted by inhaling spores of the bacterium Coxiella Burnetii which is carried by livestock. Particularly high risk occupations for Q Fever include abattoir workers, veterinarians, farmers and shearers. It is potentially life threatening in humans, resulting in fever and pneumonia like symptoms that can lead to endocarditis and acute respiratory distress. Symptoms in humans can persist for decades. Importantly, a single spore is enough to cause disease which has made it widely acknowledged as a potential biological weapon. Several hundred soldiers have returned from current military operations in the Middle East and Asia infected with the disease. Current vaccines for Q Fever are antiquated, unsafe, difficult to manufacture and have a short shelf life. The FDA has refused to license current treatments for these reasons. Sementis QFEV overcomes the shortcomings of current vaccines. It is easy to manufacture, provides high yields, a clean product and significantly superior shelf life. This will not only give a competitive edge, but will also enable nations to stockpile vaccine reserves against a potential biological weapon.

THE Q FEVER VACCINE DEFENSE MARKET

Given Q Fevers infectiousness and the serious nature of the infection, it is widely acknowledged as a potential biological weapon. In the 1960s the US produced its own Q Fever based biological weapon alongside Anthrax and Botulism. Sementis Q Fever Vaccine (QFEV) will represent the first Q Fever vaccine capable of being stockpiled because of its long shelf life. A comparable and existing product is the Smallpox Vaccine, also a biological weapon prophylactic: The US Government currently stockpiles over 100 million doses of the Smallpox Vaccine Contracts are in place to ensure the remaining 200 million Americans are protected Fever is more infectious than smallpox and the QFEV, because of its Vaccinia based vector system (SCV), would likely cross vaccinate Q for smallpox Considering the Smallpox vaccine market, and how it has been stockpiled, potential first five year sales for the QFEV would be in the billions (based upon CSLs current Qvax retail price of $67 per dose). Using the stockpiled smallpox vaccine as an equivalent and comparable product, and the current cost per dose of CSLs Qvax at around $60

THE Q FEVER VACCINE MARKET

According to the Australian Q Fever Register: Over 77,000 Q Fever Vaccinations have been delivered in Australia alone since 2001 On average, this represents about 7,000 per year The vaccination break down in Australia according to role type indicates that 83% are associated with meat processing and packing There are over 527,000 slaughterhouse and meat processing workers in the US compared to only 50,000 workers in Australia. This represents a significant untapped market with a need demonstrated by the following: Q Fever is present in the US The animal vectors (sheep, cattle, etc.) are numerous The at risk industry and workers are 10 times the size of that in Australia Q Fever being contracted from livestock including sheep and cattle creates a spin-off opportunity for a veterinary vaccine. Which is even significantly larger than the human vaccine. Furthermore, recent evidence has shown the range of Q Fever animal vectors is wider than first thought, which now includes household pets and insects. It can be contracted from livestock including sheep and cattle creating a spin-off opportunity for a veterinary vaccine. Recent evidence has shown the range of Q Fever animal vectors is wider than first thought, it now includes household pets and insects.

a dose, the first five market for Sementis QFEV could be in the billions.

THE Q FEVER COMPETITORS

CSL Ltd is currently the only manufacturer of a Q Fever Vaccine - Qvax. CSL Ltd currently maintains a monopoly on the Q Fever market, with a product that is considered to be antiquated, difficult to manufacture, low yielding, and with short shelf life vaccine. In addition to this Qvax relies on eggs, formaldehyde and mercury in its manufacturing process. Due to these shortcomings Qvax is only able to be sold within Australia. n Australia Thiomersal (mercury), an integral part of the construction of Qvax, has been removed from all routine childhood vaccines I since the year 2000 There are only 7 vaccines still available in Australia containing mercury, 6 of which are manufactured by CSL Its understood that Thiomersal will be banned from use in vaccine construction in the near future, rendering Qvax obsolete

10%

10%

7%

CONTRACTOR OR VISITOR TO MEAT PACKAGING PLANT

73%

OTHER WORK IN MEAT PROCESSING PLANT WORK WITH LIVESTOCK OR WILDLIFE

Q FEVER IS RECOGNISED AS A POTENTIAL BIO-TERROR WEAPON IN THAT IT HAS INCREDIBLE POTENCY

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ACCORDING TO THE AUSTRALIAN Q FEVER REGISTER OVER 77,000 Q FEVER VACCINATIONS HAVE BEEN DELIVERED IN AUSTRALIA ALONE SINCE 2001.

THE CHIKUNGUNYA OPPORTUNITY

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THE CHIKUNGUNYA OPPORTUNITY

Chikungunya is a mosquito borne infectious disease causing long term, debilitating, arthritis like symptoms and death in severe cases. It has recently adapted to a new mosquito vector that can live in more temperate climates, and it can now be found as far north as New York, and as far south as Sydney. With severe morbidity, outbreaks on the increase, and an extensive geographical distribution of the virus, a CHIKV vaccine is desperately needed. Sementis CHIKV will be a preventative vaccine for Chikungunya, based upon the SCV Vector system. NEW POTENTIAL RANGE TRADITIONAL RANGE UNAFFECTED AREAS

YEAR ONE - INDICITATIVE TIMELINE

SEMENTIS PRODUCT PIPELINE DEVELOPMENT

SCV VECTOR TECHNOLOGY REFINEMENT

QFEV ANIMAL TRIALS

CHIKV ANIMAL TRIALS

PHAV ANIMAL TRIALS

QFEV CONSTRUCTION

CHIKV CONSTRUCTION

PHAV CONSTRUCTION

QFEV AC

COMPARABLE DISEASE OUTBREAK EXAMPLE

West Nile Virus is like Chukungunya in that it is traditionally tropical and carried by the same mosquito. Prior to 1999, West Nile virus had only been identified in Africa, Europe, the Middle East, and Asia. It was first detected in the United States in 1999, when 62 cases of illness and seven deaths were reported in the New York City area. During the early years of the West Nile virus outbreak when no vaccine was available, mass mosquito control programs failed to prevent the spread of this across the US, Canada and Latin America. West Nile Virus 12 years later is now endemic in North and South America.
SET-UP

10

11

12

MONTH POST FUNDING

COMPARABLE VACCINE MARKET

The Yellow Fever vaccine Stamaril marketed by Sanofi-Aventis, and is a comparable vaccine product for a similar disease: Starmaril has a retail of AUD$42 per dose Using Starmaril as a benchmark, and applying a 10% penetration into the top pharmaceutical markets, a conservative sales potential exists again in the billions of dollars. If there were to be an epidemic or pandemic in the at risk and densely populated areas (indicated previously), the potential requirement for a vaccine would be massive.

COMMON CLINICAL TRIAL PATHWAYS

VALUE UPLIFT PHASE I/IIA CLINICAL TRIALS

PRECLINICAL & TOX

CHIKUNGUNYA VACCINE COMPETITION

There appears to be no evidence of significant competitors on the horizon for CHIKV. The most significant hurdle for any competitors working in the field is the low production yields of existing inactivated whole vaccine approaches and low immunogenicity of the subunit vaccine approaches being used. This vaccine would be required in very large volumes to treat the millions of sufferers and those at risk. A key strength of the vaccine technology used by both the PHAV and CHIKV is its high yield potentials and speed of manufacture plus high immunogenicity.
PROOF OF CONCEPT

2 YEAR POST FUNDING

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THE EXECUTIVE TEAM

Dr Paul Howley PhD., Travis Molloy BSc. and Troy Neilson, the founders of Sementis, possess the combined expertise and experience in the fields of vaccine research, clinical development, project management and knowledge of patent prosecution processes. Howley and Molloy between them have been through the vaccine development process numerous times with similar types of vaccines whilst employed by biotechnology companies in Europe and Australia. Their knowledge of the scientific, clinical and regulatory process required for the development of biological products into clinical trials will be the key to success of this venture. The team will employ and manage the services of Contract Research Organisations (CROs) and Contract Manufacturing Organisations (CMOs) to construct the vaccine, perform proof of concept studies, manufacture clinical batches of the vaccine, to carry out toxicology studies and perform the first-in-man study. Prior to performing each task, advice from professional advisers that are experts in medical regulatory issues concerning biological products will be taken so that clinical batch QC testings, toxicology studies and clinical trial design will be of the standard acceptable to Australian, European and American medical control agencies. These same advisers will also be used to independently audit on completion each milestone and independently validate the data generated to ensure integrity of the final products of this venture, i.e, vaccine seed, toxicology data and clinical data. The duties of the CFO are planned to be out sourced under a fee for service arrangement, with business support activities such as CRO contract agreements and other legal issues are planned to be outsourced too, again under a fee for service arrangement. Intellectual Property will be managed by an external organisation such as Phillips Ormonde & Fitzpatrick offices located in Melbourne. To facilitate the Exit Strategy (business Development) either specialists in this area will contracted (eg, Clearview Projects for targeting Big Pharma) or the help and business resources from the investors of this venture can be utilised. The key to success of this venture is project management skills to facilitate swift transition from one milestone achievement to the next and swift resolutions of scientific and operational problems that might unexpectedly be encountered.

THE PATENT HISTORY FOR DR PAUL HOWLEY INCLUDES:

GRANTED: Modified Vaccinia Ankara Virus variant, Inventors: Paul Cahplin, Paul Howley, Christine Meisinger (now Henschel); US 6,761,893 PATENT APPLICATIONS: A Novel Vector, Inventors: Michael Brown, Paul Howley; International Patent Application number: PCT/AU2004/001129 Method for producing pox virus; Inventors: Ingmar Rthe, Karl Heller, Paul Howley; Publication number: WO 03008533 lavivirus NS1 Subunit Vaccine; Inventors: Paul Howley, Sonja Leyrer, Mary Jane Cardosa, Magdline Sia, Henry Sum, Publication F number: WO 03048184 oxvirus containing formulations and freeze-drying process for preparing stable, poxvirus containing compositions; Inventors: Paul P Howley, Karl Heller, Ingmar Rthe; Publication number: WO 03053463 New insertion sites; Inventors: Paul Howley, Sonja Leyrer; Publication number: WO 03097845 Expression of homologous sequences; Inventors: Paul Howley, Sonja Leyrer; Publication number: WO 03097846 usion protein of HIV regulatory/ accessory proteins; Inventors: Paul Howley, Sonja Leyrer, Eva Ludwig (now Felder); Publication number: F WO 03097675 accinia Virus Host Range Gene to Increase the Titer of Avipoxviruses; Inventors: Paul Howley, Christine Henschel; Publication number: V WO 04015118 xpression of Genes in Modified Vaccinia Virus Ankara by Using the Cowpox ATI Promoter; Inventors: Paul Howley, Sonja Leyrer; E Publication number: WO 03097844 ecombinant Poxvirus Comprising at least two Cowpox ATI Promoters; Inventors: Paul Howley, Sonja Leyrer; Publication number: WO R 04/048582 oxvirus Vector Encoding Prostate Specific Antigens For Treatment Of Prostate Cancer, Inventors: Paul Michael Brown and Paul Michael P Howley; Publication number: WO/2005/019464 PATENT APPLICATIONS - SEMENTIS: Immune Modulation, Inventor: Dr Paul Howley, Australian Provisional Patent Application AU 2011900503 Viral Vector, Inventor: Paul Howley, Australian Provisional Patent Application AU 2011900691

DR PAUL HOWLEY PHD - CHIEF SCIENTIFIC OFFICER AND FOUNDER

Dr Paul Howley has had experience in overseeing projects from concept into clinical trials while working for Bavarian Nordic in Germany and Virax Holdings Ltd in Australia. His field of expertise lies in molecular virology and has employed his know-how in the design and construction of virus based vaccines for Bavarian Nordic and Virax Holdings Ltd. He was responsible for the design and construction of a multiple antigen dengue new investigational vaccine, multiple antigen HIV new investigational vaccine, multiple antigen Japanese encephalitis new investigational vaccine, multiple antigen West Nile new investigational vaccine for Bavarian Nordic and Prostate cancer new investigational vaccine for Virax Holdings Ltd. His area of expertise also includes development manufacturing processes for these new investigational vaccines which have now been implemented for the production of batches destined for clinical trials for Bavarian Nordic and Virax Holdings Ltd. As Research Director for for Bavarian Nordic, he managed the Smallpox Vaccine Development Program and the Dengue Vaccine Development Programs. He saw the Smallpox Vaccine Development program from concept to the initiation of a Human Phase I clinical study (90 volunteers) that was carried out in Germany and submission of pre-IND briefing document to FDA (USA). Just before leaving Bavarian Nordic he was assigned as project manager for the newly created West Nile Vaccine Development program (October 2001). While working for Virax Holdings Ltd as Technology Director, he was a team member in the drafting and reviewing of a pre-IND briefing document, a participant in the pre-IND meeting with the FDA (USA) and drafting and reviewing the final IND document before submission.

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TRAVIS MOLLOY BSC - EXECUTIVE CHAIRMAN

Travis Molloys expertise and experience lie in project management, pharmaceutical manufacturing and quality systems. He is experienced in the manufacture of several vaccine types under GMP conditions, experience in the design, validation and commissioning of GMP production facilities. He also has experience in quality assurance roles and has been responsible for the design and implementation of quality systems for TGA compliance of GMP manufacturing facilities. He is well versed in the practical and regulatory requirements of vaccine production, quality testing, and release; this experience will be essential during the pre-clinical phase of the venture project. These skills and experience will also be necessary for the efficient employment of specialist consultants and auditors in these areas, in communicating the venture projects needs and processing findings and outcomes. Travis Molloy is a graduate of the Royal Military College Duntroon (RMC-D) and has spent recent years in Leadership Development roles, consulting for companies such as Standard & Poor, Deloitte, ANZ, nab, Telstra, Coles, AGL, Nissan and various Melbourne Metro City Councils. During this time he has broadened and developed his skill set to include strong influencing, negotiation and relationship building skills. These will be vital in supporting the outsourcing strategy employed by Sementis. In summary he has a proven track record of meeting challenging project and task deadlines. He has extensive experience in the management of difficult stake-holders, contractors and subject matter experts. This combined with the ability to build mutually beneficial relationships to ensure goals are achieved and deadlines met.

TROY NEILSON - CHIEF EXECUTIVE OFFICER

Troy Neilson has an extensive background in Business Development Management and Project/Design Management in EPCM, contractor and consultancy engineering fields. Neilsons skill set is centred around the delivery of turn-key projects, ensuring that the objectives of all key stakeholders are met. These skills are demonstrated with successful management of several major infrastructure projects, both in Australia, and abroad. These projects included a NZ$90M network rollout for Saturn Communications in New Zealand, AUD$27M Peaker Power Station in Latrobe Valley and the AUD$12M 132kV Substation in Aramara, Queensland. Neilson was also co-founder of WAN Technologies, an optical fibre construction, design and project management consultancy. WAN Technologies was involved with, or consulted on nearly all major optical fibre backbone infrastructure projects in Australia. These included the Vodafone northern ring and the Sydney-Melbourne, 588 count diverse backbone run. WAN Technologies was later acquired by ABB. Neilson brings a wealth of operational, business development and leadership skills to Sementis that will ensure project delivery and investor expectations are paramount, whilst pushing the operational requirements of the business to ensure business objectives are met.

INVESTMENT RISKS

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SOME OF THE RISKS OF INVESTMENT INCLUDE:

TECHNOLOGICAL DEVELOPMENT Sementis SCV technology and its core technologies are in proof of concept stage and will require further development. If Sementis SCV technology and/or any intended vaccine(s) are ultimately proven ineffective, then Sementis business and its resulting value will be materially affected. MANUFACTURING/PRODUCTION RISKS The production and commercialisation of the SCV technology and the intending vaccines is unproven and are subject to the risk of failure or higher costs. If Sementis technology does not lead to its technology and vaccines being accepted in the markets for which they are intended, it is unlikely that Sementis will ever become commercially operational or profitable. Specifically, investors must be aware that it is distinctly possible that the SCV technology and/or the vaccines developed by Sementis may ultimately not be capable of human application. PRODUCT ACCEPTANCE As noted above, Sementis technology and intended vaccines are unproven. In order to be successful, the technology and vaccines must meet the requirements of the markets for which they are intended, and potential customers must be convinced to use our product instead of competing technologies and/or vaccines. OPERATIONAL ISSUES AND RELIANCE ON KEY PERSONNEL Sementis operations will need to grow in years to come in order to be successful. This growth is likely to place a significant strain on operational, human and financial resources. Sementis ability to compete effectively will depend, in large part, on its ability to hire, train and assimilate additional management, professional, scientific and technical personnel and its ability to expand, improve and effectively use operating, management and financial systems to accommodate expanded operations. Sementis ability to compete is also reliant, in part, on the provision of appropriate operating facilities including laboratories, specific laboratory equipment and high technology consumables. The physical expansion of the facilities to accommodate future growth may lead to significant costs and divert management and business development resources. If Sementis is unable effectively to anticipate, implement and manage the changes required to sustain growth, Sementis may not be able to compete successfully. PRODUCT LIABILITY As with all new biotechnology products, even after the granting of regulatory approval, there is no assurance that unforeseen adverse events or manufacturing defects will not arise. Adverse events could expose Sementis to product liability claims or litigation and result in the removal of the regulatory approval for the relevant products and/or monetary damages being awarded against Sementis. HEALTHCARE INSURERS AND REIMBURSEMENT In both domestic and foreign markets, the success of biotech products are dependent in part on the availability, and the amounts, of reimbursement from third party health care organisations, government agencies, private healthcare insurers, or other healthcare payers. No assurance can be given that reimbursement will be provided by such payers, or the sufficiency of such reimbursements.

TRADE SECRETS Sementis will rely heavily on the know how and expertise developed by Dr. Paul Howley and its other key personnel and the trade secrets that it develops before filing any respective patent applications. The protective measures that Sementis employs may not provide adequate protection for this know how, expertise and trade secrets. This could erode Sementis competitive advantage and materially harm its business. Sementis cannot be certain that its competitors will not independently develop the same or similar technologies or vaccines on their own, gain access to this know how, expertise and trade secrets or disclose such technologies, or that Sementis will be able to meaningfully protect its trade secrets and unpatented know-how and keep them secret. PATENTS Sementis will rely (in part only) for its success on its ability to obtain and maintain patent protection for its SCV technology and its intended vaccines. Sementis has provisional patents in place for both the SCV and PHAV products The prospect of attaining patent protection is highly complex and uncertain. Uncertainties include: atent applications may not proceed to issued patents and, if issued, those patents may not be of commercial benefit to Sementis, or P may not afford Sementis adequate protection from competing products; ementis cannot be certain that it is the first to make the inventions covered by the pending patent applications or that its patent S applications for such inventions were the first to be filed; ven if Sementis succeeds in obtaining patent protection, the nature of the patents is such that it remains open to competitors of E Sementis (which are numerous and well funded) to design competing products that do not infringe Sementis patents; and ven if Sementis succeeds in obtaining patent protection for its products, its patents could be partially or wholly invalidated following E challenges by third parties. Patent protection does not extend to any country in respect of which a patent has not been granted. Accordingly in those countries where a patent has not been applied for, or where a patent application does not mature to grant, Sementis ability to enforce its intellectual property rights will be reduced. INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY If a third party accuses Sementis of infringing its intellectual property rights, or if a third party commences litigation against Sementis for the infringement of patent or other intellectual property rights, Sementis may incur significant costs in defending such an action, regardless of whether it ultimately prevails. Patent litigation in the biotechnology industry is typically very expensive. Parties making claims against Sementis may be able to obtain injunctive or other equitable relief that could prevent Sementis from further developing its technology and vaccines or otherwise commercialising its products. A successful infringement claim against Sementis is likely to have a material adverse impact on Sementis. SUFFICIENCY OF FUNDING The funding proposal set forth in this Information Memorandum is based on Sementis estimated expenditures for approximately 12 months in order to complete animal trials for the PHAV, QFEV and CHIKV so as to enter toxicology and human clinical trials, and to also employ the three executive founding directors. These expenditures are best estimates only and it may be necessary for Sementis to raise additional funds to complete this stage of development. Sementis will need to raise additional funds to finance the complete development and commercialisation of its products, and to attain its other long-term objectives. In order to do so, it is highly likely that Sementis will need to issue additional securities which may rank ahead with, or equal with, or behind the Shares, as to dividends and return on capital, which is likely to also have a dilatory effect on existing shareholdings at that time. Sementis ability to raise additional funds will be subject to, among other things, factors beyond the control of Sementis and its directors. These include cyclical factors affecting the economy generally. Sementis can give no assurance that future funds can be raised by Sementis or on sufficiently favourable terms.

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COMPETITION The biotechnology industry is highly competitive and include companies with significantly greater financial, technical, human, research and development and marketing resources than Sementis. Numerous entities around the world compete with Sementis in attempting to discover, validate and commercialise vaccines and vaccine delivery technology. Sementis competitors may discover and develop either products in advance of Sementis or products that are more effective than those developed by Sementis. As a consequence, Sementis future technologies and products may become obsolete or uncompetitive. REGULATORY The biotechnology industry is heavily regulated by domestic and foreign government organisations, such as the TGA in Australia and the FDA in the United States. Sementis technology platform and vaccines are subject to regulatory regimes and approvals that may change without notice. This could seriously affect Sementis ability to distribute the product in the relevant jurisdiction and adversely affect Sementis and could cause Sementis operations and product development to fluctuate significantly. CLINICAL DEVELOPMENT RISK Animal and human clinical trials are very expensive and difficult to design and implement, and are subject to strict regulatory requirements. Clinical trials of Sementis technology and vaccines could take several years to complete. Clinical development of the technology and/ or vaccines may fail for a number of reasons including lack of efficacy, toxicity or adverse side effects. Failure can occur at any stage of the trials, requiring Sementis to abandon or repeat clinical trials. Sementis or the relevant regulatory authorities may suspend Sementis clinical trials at any time if it appears that the trials are exposing participants to unacceptable health risks. SMALL COMPANY AND ILLIQUID TRADING Sementis has no track record of operations. Sementis current position results solely from the initial investment and contributions from its founders. At this point in time Sementis does not earn any revenue from operations. The ability to do so is dependent on the successful development and commercialisation of Sementis technology and vaccines. Shares will rank equally with other ordinary shares on issue in Sementis. Accordingly, their value will depend on the market price of the Shares at any given time. There is a risk that the value of Share will fall below their issue price. Investors who wish to sell their Shares may be unable to do so at an acceptable price, or at all, depending on the market for Shares (if any). Since Shares in Sementis are not traded on a recognised securities exchange, the Shares are illiquid and there is no guarantee that they could be traded. The Shares are, without limitation, also subject to pre-emptive rights and drag and tag along options pursuant to the Constitution of Sementis, which may limit the ability of a shareholder to freely dispose of or retain their Shares. GENERAL ECONOMIC CONDITIONS A deterioration in Australian and/or world economic conditions could be expected to adversely affect development by Sementis of its technology and vaccines, the value and price of Shares and Sementis ability to operate. FORCE MAjEURE Force majeure is a term that is used to refer to an event beyond the control of Sementis. These include acts of God, terrorism, fire, flood, earthquakes, war and strikes. To the extent that force majeure events occur, they may adversely affect Sementis development of its technology and vaccines, the value and price of Shares and Sementis ability to operate.

ADDITIONAL INFORMATION

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APPLICATION FORM
A INCORPORATION Sementis was incorporated on August 2009 and is an unlisted proprietary Australian company FEES A fee of 6% of money raised will be paid in cash as a success fee. LITIGATION To the best of the directors knowledge, there is no litigation of any nature or threatened which may affect Sementis or its activities. TAXATION Sementis has not sought tax advice in relation to the impact of the Offer on investors. This Information Memorandum is not intended to provide advice to individuals regarding the tax implications of becoming a holder of Shares. Intending investors should seek independent advice in relation to their individual taxation position before applying for Shares. ENQUIRIES IN RELATION TO THE OFFER This Information Memorandum provides information for potential investors in Sementis, and should be read in its entirety. If, after reading this Information Memorandum, you have any questions about any aspect of an investment in Sementis, please contact your stockbroker, accountant or independent financial adviser. HOW TO APPLY Applications for Shares under the Offer can only be made on the Application Form attached to this Information Memorandum. The Application Form must be completed in accordance with the instructions set out in the Information Memorandum. Payment must be by way of cheque or bank draft drawn and payable at an Australian bank. Cheques must be made payable to: Gadens Lawyers Trust Account and crossed not negotiable. All share applications together with the accompanying cheque and other requisite application documentation should be forwarded to: Sementis Pty Ltd, C/O Gadens Lawyers Gadens Lawyers GPO Box 48, Melbourne VIC 3001, Australia. DESPATCH OF SHARE CERTIFICATES Successful applicants will be forwarded their share certificates setting out their allotted shareholding as soon as possible after the allotment of shares. G
Email Address Telephone Number - Business Hours / After Hours (please circle) Mobile Numer Number of shares in Sementis Pty Ltd at $0.08 per share or such lesser number of shares that may be allocated to me/us.

I/we apply for

I/we lodge full Application Money A$

Cheque details - please enter details of the cheque(s) that accompany this application
Drawer BSB Number Account Number Amount of cheque

Drawer

BSB Number

Account Number

Amount of cheque

Applicant Details
Title Given Name(s) Surname or Company Name

Joint Application or Account Designation

Postal Address
Unit Street Number Street Name or PO Box / Other Information

City / Suburb / Town

State

Postcode

Contact Details
Contact Name

Australian Business Number / Tax File Number or Exemption

Applicant One

Applicant Two

APPLICATION FORM
SEMENTIS PTY LTD ACN 138 550 811 This offer opens June 2011 and will close once fully subscribed or such other date the Companys Board decides. This application is lodged on and pursuant to the terms acknowledged on the Declaration which accompanies this form. By completing and returning this application form: he Applicant agrees to be bound by the constitution of the Company and requests that its name and address as shown below be T registered; and The Applicant warrants to the Company that the Applicant is a person: - To whom an offer of shares can be made without disclosure in accordance with the Corporations Act. - Who is otherwise satisfied that they may lawfully invest pursuant to the Offer.

DECLARATION
PLEASE TICK THE RELEVANT BOX(ES) BELOW AS THEY APPLY TO YOU.
You will not be issued with any shares under the Offer unless you tick at least one of the boxes below and provide the Company with any certificates, acknowledgments or other evidence that the Company needs in order to ensure that you do not require disclosure in respect of the Offer under Chapter 6D.2 of the Corporations Act.

AUSTRALIAN INVESTORS
I/we hereby confirm and warrant that: I/we have net assets of at least $2.5 million and attach a certificate(s) issued by a qualified accountant no more than six months ago certifying that this is the case or the Applicant is a company or trust which controls such a person. I/we have each had a gross income for each of the last two financial years of at least $250,000 per annum and attach a certificate(s) issued by a qualified accountant(s) no more than 6 months ago, certifying that this is the case or the Applicant is a company or trust which controls such a person. I/we qualify as a professional investor under section 708(11) of the Corporations Act. I am/we are each a person who controls gross assets of at least $10 million (including any assets held by an associate or under a trust that the person manages). I am/we are each a senior manager of the Company or related body or their spouse, parent, child, brother or sister or a body corporate controlled by any of these people/bodies.

FOREIGN INVESTORS
I am/we are foreign investors (ie. Ordinarily residing outside of Australia) and attach written legal advice from my/our professional legal advisors confirming the lawfulness of those matters described in page 5 of the Information Memorandum.
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FURTHER DECLARATIONS
1. All details in this Application Form are true and correct. 2. I/we have read the correspondence to which this Application Form was attached and have had the opportunity to consult my/our advisers on the Offer. 3. In the case of joint applicants: we agree that the shares will be held as joint tenants. 4. If this Application is signed under Power of Attorney: I have not received notice of revocation of that power (a certified copy of the Power of Attorney should be submitted with this Application Form). 5. If signing as sole signatory on behalf of a company: I am signing as sole director and sole secretary of the company. 6. If investing as a trustee: I/we are acting in accordance with the powers granted under the trust deed of the trust and all applicable laws. 7. I/we hereby apply for the number of shares shown in his Application Form on the terms and conditions set out in the Information Memorandum. 8. I/we agree to be bound by the terms and conditions of the constitution of the Company as may be amended from time to time. 9. I/we understand that this Application Form may not be processed if it is not completed fully (however, tax file number information is not compulsory). 10. I/we understand that the Company may reject this application at its discretion or may issue me/us some but not all of the shares applied. H Signature(s)
Applicant One / Director / Secretary Print Name Date (DD / MM / YYYY)

FOR MILLIONS OF PEOPLE AROUND THE GLOBE A SNICKERS BAR IS THE EQUIVALENT OF AN UNPINNED GRENADE.

Applicant One / Director / Secretary

Print Name

Date (DD / MM / YYYY)

CORRECT FORM OF REGISTRABLE TITLE

TYPE OF INVESTOR Individual Use given name(s) in full, not initials. Joint Holdings Use given name(s) in full, not initials. Company Use the companys full title, not abbreviations. Trusts Use the trustee(s) personal name(s), DO NOT use the name of the Trust. Deceased Estates Use the executor(s) personal name(s), DO NOT use the name of the deceased. Minor (a person under the age of 18) Use the name of a responsible adult with an appropriate designation. Partnerships Use the Partners personal name(s), DO NOT use the name of the Partnership. Clubs / Unincorporated Bodies / Business Names Use office bearer(s) personal name(s), DO NOT use the name of the club, etc. Superannuation Funds Use the name of the Trustee of the Fund, DO NOT use the name of the fund.
38 SEMENTIS

CORRECT FORM OF REGISTRATION Mr Andrew Brett Smith Mr Andrew Brett Smith & Ms Diane Elizabeth Smith ABC Pty Ltd Mrs Diane Elizabeth Smith <Diane Smith Family A/C> Mr Andrew Brett Smith & Ms Diane Elizabeth Smith <Est John Smith A/C> Mr Andrew Brett Smith <Brian Smith A/C> Mr Andrew Brett Smith & Mr John Michael Smith <Andrew Smith and Son A/C> Mr Andrew Brett Smith <ABC Tennis Association A/C> Jane Smith Pty Ltd <Super Fund A/C>

INCORRECT FORM OF REGISTRATION A B Smith Andrew Smith & Diane Smith ABC Pty Ltd or ABC Co Diane Smith Family Trust Estate of late John Smith or John Smith Deceased Master Andrew Smith

John Smith and Son

ABC Tennis Association Jane Smith Pty Ltd Superannuation Fund

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FOR THE CAPITAL RAISING OF UP TO 37.5 MILLION SHARES AT 8 CENTS PER SHARE TO RAISE 3 MILLION DOLLARS THE SEMENTIS INFORMATION MEMORANDUM IS ISSUED BY SEMENTIS PTY LTD ACN 138 550 811 FOR FURTHER INFORMATION PLEASE CONTACT: DAMIAN GILL MANAGER CORPORATE AFFAIRS TEL +61 (0)414 630 255 EMAIL DAMIAN.GILL@SEMENTIS.COM.AU