ASX Announcement PLENTEX GENERAL MEETING – 22 SEPTEMBER … · A General Meeting of Plentex...

ABN 13 009 607 676 ABN 13 009 607 676

Level 2 616 St Kilda Road

Melbourne 3004 Australia

PO Box 6203 St. Kilda Road Central, Vic. 8008

Australia Phone 613 9510 5011

Fax 613 9510 1899 [email protected]

www.plentex.com.au

24 August 2011

ASX Announcement

PLENTEX GENERAL MEETING – 22 SEPTEMBER 2011 The Directors of Plentex Limited (ASX:PRM) advise that they have convened a General Meeting of Shareholders which is to be held at 11am on Thursday 22 September 2011 in the Sebel One room, Level 9, The Sebel & Citigate Hotel, 65 Queens Road, Melbourne. Please find attached in relation to this meeting: Chairman’s Letter Notice of General Meeting, and Explanatory Statement Proxy Form For and on behalf of PLENTEX LIMITED

Peter C. Streader Executive Chairman

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ABN 13 009 607 676

ABN 13 009 607 676 Level 2

616 St Kilda Road

Melbourne 3004

Australia

PO Box 6203 St. Kilda Road Central, Vic. 8008

Australia

Phone 613 9510 5011 Fax 613 9510 1899

[email protected]

www.plentex.com.au

18 August 2011 Dear Shareholder, Re: General Meeting A General Meeting of Plentex Shareholders will be held on Thursday 22nd September 2011 in the Sebel One Room (Level 9) of the Sebel & Citigate Hotel, 65 Queens Road, Melbourne. Enclosed herewith are the following important documents for your attention:

1. Notice of Meeting;

2. Explanatory Statement providing detailed information in relation to each of the resolutions which are to be put to Shareholders at the General meeting, together with the Independent Expert’s Report prepared by Hall Chadwick Corporate (NSW) Limited.

3. Proxy Form. The purpose of the meeting is to obtain approval by shareholders of a range of measures which, if passed, will hopefully allow the Company to pursue its objective of becoming Australia’s leading producer of sustainable, algae based raw materials for the renewable fuel and energy, livestock and aquaculture feed and nutraceutical industries. Importantly, the passing of the various resolutions and success with the proposed subsequent capital raising should enable the securities of the Company to be requoted on the ASX. The Company engaged Hall Chadwick Corporate (NSW) Limited (“Hall Chadwick”) to prepare an Independent Expert’s Report to express an opinion as to whether the passing of the resolutions contained in Items 4 and 5 of the Notice of General Meeting enclosed with this letter is fair and reasonable to the non-associated existing shareholders of the Company. Hall Chadwick has concluded that the approval by shareholders of these resolutions is fair and reasonable to the non-associated shareholders of the Company. A full copy of the Independent Expert’s Report is attached to the Explanatory Statement. Shareholders are urged to carefully review the enclosed material in full before determining how to vote and if in any doubt consult their legal, financial or other adviser as soon as possible. I do hope you can join us at this important meeting and if you are unable to attend and wish to vote, you should complete the attached Proxy Form. Instructions for the lodgement of proxy forms are set out in the notes to the Notice of General Meeting. Yours faithfully, For and on behalf of PLENTEX LIMITED

Peter Streader Executive Chairman

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ABN 13 009 607 676

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

TO SHAREHOLDERS

Time and Date of Meeting: 11.00am Thursday 22nd September 2011 Place of Meeting: Sebel One Room Level 9 The Sebel & Citigate Hotel 65 Queens Road Melbourne, Victoria

The Notice of General Meeting, Explanatory Statement and Proxy form should be read in their entirety. If there is any matter that you do not understand you

should contact your financial advisor, stockbroker or solicitor for advice.

The attached Independent Expert’s Report prepared by Hall Chadwick Corporate (NSW) Limited has concluded that the transactions which are the subject of the resolutions contained in Items 4 and 5 of the Notice of General Meeting are FAIR

AND REASONABLE to the non-associated existing shareholders of the Company. F

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CONTENTS Corporate Directory 1

Notice of General Meeting 2

Time and Place of Meeting and How to Vote 2

Explanatory Statement comprising: 7 Section 1 Overview

1.1 Introduction 7 1.2 Information about Plentex 7 1.3 Information about Blue Sundial 9 1.4 Information about Blue Sundial/Melbourne Water Algae Oil Project 10 1.5 Information about Plentex/Flinders Partners Collaboration 11 1.6 Information about SA Algal Biorefinery Project and Plentex Participation Obligations & Rights 12 1.7 The Company’s Restructuring Plans 18 1.8 Independent Expert’s Report 19 1.9 Pro Forma Capital Structure 19 1.10 Use of Funds 21 1.11 Indicative Timetable 21

Section 2 Agenda Items Item 1 Change in Nature and Scale of Activities 24 Item 2 Consolidation of Shares and Options 24 Item 3 Approval of Issue of Free Bonus Options to Existing Shareholders 26 Item 4 Acquisition of Shares in Blue Sundial 27 Item 5 Issue of New Shares and Performance Shares to Flinders Partners 31 Item 6 Authorisation for an Issue of New Shares and New Options 32 Item 7 Authorisation for an Issue of Options to Directors and Management 33

Section 3 Directors Recommendations 38

Section 4 Enquiries 38

Section 5 Interpretation 38

Appendix A Details of Blue Sundial Vendors 41

Appendix B Terms and Conditions of Existing Options 42

Appendix C Terms and Conditions of Bonus Options 43

Appendix D Terms and Conditions of Performance Shares 44

Appendix E Terms and Conditions of New Options to be issued under Public Issue 47

Appendix F Terms and Conditions of Directors/Management Options 48

Attachment A Independent Expert's Report 49

CORPORATE DIRECTORYPLENTEX LIMITED Level 2 616 St Kilda Road Melbourne 3004 Australia PO Box 6203 St. Kilda Road Central, Vic. 8008 Australia Phone 613 9510 5011 Fax 613 9510 1899 [email protected] REGISTERED OFFICE Plentex Limited Level 2 616 St Kilda Road Melbourne Vic 3004 DIRECTORS Peter C Streader Executive Chairman Daniel P. Goldman Managing Director David Vinson Executive Director-Operations Christopher L Roberts Non-Executive Director

Darwin (Ric) Campi Non-Executive Director SECRETARY David J Streader COMPANY INTERNET ADDRESS www.plentex.com.au EMAIL ENQUIRIES [email protected] SOLICITORS Quinert Rodda & Associates Level 19 500 Collins Street Melbourne Vic 3000 ACCOUNTANTS Stannards Accountants & Advisors Pty. Ltd. Level 1 60 Toorak Road South Yarra Vic 3141

AUDITORS PKF Chartered Accountants Level 11 485 Latrobe Street Melbourne Vic 3000 PRINCIPAL SHARE REGISTRY Enquiries Within Australia - 1300 850 505 Enquiries Outside Australia - +61 3 9415 4000 Computershare Investor Services Pty Limited Yarra Falls 452 Johnston Street Abbotsford Vic 3067 Website:www.computershare.com INCORPORATION Australia EMPLOYEES Other than Directors, one direct employee.

ASX CODES PRM - Shares PRMAM - Unlisted Options

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NOTICE OF GENERAL MEETING Notice is hereby given that the General Meeting of Plentex Limited ("the Company") will be held at 11.00am on Thursday, 22nd September 2011 at Sebel One Room, Level 9, The Sebel & Citigate Hotel, 65 Queens Road, Melbourne. SPECIAL BUSINESS Item 1 – Change in Nature and Scale of Activities To consider and, if thought fit, pass the following resolution:

“That, subject to the resolutions in Items 2, 3, 4, 5 and 6 being passed, for the purposes of ASX Listing Rule 11.1.2, approval is given for the Company to change the nature and scale of its activities as described in the Explanatory Statement accompanying the Notice of Meeting.”

Voting Exclusion Statement The Company will disregard any votes cast on this resolution by: any person who may obtain a benefit, except a benefit

solely in the capacity of a holder of ordinary securities, if the resolution is passed; and

an associate of that person. However, the Company need not disregard a vote if: it is cast by a person as proxy for a person who is entitled

to vote, in accordance with the directions on the proxy form; or

it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Item 2 – Consolidation of Shares and Existing

Options To consider and, if thought fit, pass the following resolution:

"That, subject to the resolutions in Items 1, 3, 4, 5 and 6 being passed, for the purposes of Section 254H of the Corporations Act the issued capital of the Company be consolidated on the basis that: (a) every five (5) ordinary shares be

consolidated into one (1) ordinary share; and

(b) every five (5) Existing Options over

ordinary shares be consolidated into one (1) option over an ordinary share,

on the terms set out in the Explanatory Statement, with any fractional entitlement being rounded up to the nearest whole number."

Item 3 – Issue of Free Bonus Options to Existing

Shareholders To consider and, if thought fit, to pass the following resolution:

Item 3A - issue of Free Bonus Options to Non-Related Parties of the Company "That, subject to the resolutions in Items 1, 2, 3B, 4A, 4B, 5 and 6 being passed, in accordance with ASX Listing Rule 7.1 the Company and the Directors are hereby authorised to issue up to 12,455,861 free Bonus Options to the shareholders of the Company, such options to be exercisable at 25 cents per share at any time prior to 30 November 2013, on the terms specified in the Explanatory Statement which accompanies this Notice of Meeting.

Voting Exclusion Statement The Company will disregard any votes cast on this resolution by: a person who may participate in the proposed issue and

who might obtain a benefit if the resolution is passed (except a benefit solely in the capacity of a holder of ordinary securities, which in this case permits all security holders to vote); and

any persons for the purposes of Division 2 of Part 1.2 of the Corporations Act 2001 (Cwlth) who would be regarded as an associate of any of those persons.

However, the Company need not disregard a vote if: it is cast by a person as proxy for a person who is

entitled to vote, in accordance with the directions on the proxy form; or

it is cast by the person chairing the meeting as proxy for a person entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

Item 3B - Issue of Free Bonus Options to related parties of the Company "That subject to the resolutions in Items 1, 2, 3A, 4A, 4B, 5 and 6 being passed that in accordance with the provisions of ASX Listing Rule 10.11, the Company and the Directors are hereby authorised to issue up to 3,936,631 free Bonus Options to the related party shareholders of the Company, such options to be exercisable at 25 cents per share at any time prior to 30 November 2013, on the terms specified in the Explanatory Statement which accompanies this Notice of Meeting.

Voting Exclusion Statement The Company will disregard any votes cast on this resolution by: a person who may participate in the proposed issue and

who might obtain a benefit if the resolution is passed (except a benefit solely in the capacity of a holder of ordinary securities, which in this case permits all security holders to vote); and

any persons for the purposes of Division 2 of Part 1.2 of the Corporations Act 2001 (Cwlth) who would be regarded as an associate of any of those persons.

However, the Company need not disregard a vote if: it is cast by a person as proxy for a person who is



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Item 4 – Acquisition of Shares in Blue Sundial To consider and, if thought fit, to pass the following resolution:

Item 4A - Issue of shares to Non-Related Blue Sundial Vendors

“That, subject to the resolutions in Items 1, 2, 3A, 3B, 4B, 5 and 6 being passed, for the purposes of ASX Listing Rule 7.1 the shareholders of the Company approve:

(a) the acquisition by the Company of all the

issued shares (other than the issued shares currently owned by the Company) in Blue Sundial from the Blue Sundial Vendors (being the parties listed in Appendix A) under the terms of the Sale of Shares Agreement dated 17 June 2010 (as varied) (“the SSA”); and

(b) the allotment and issue of:

(i) 5,150,304 fully paid ordinary shares in

the capital of the Company, and (ii) 14,485,230 Performance Shares in

the Company, to the non-related Blue Sundial Vendors in the proportions set out in Appendix A as consideration for the Company's acquisition of those Blue Sundial Vendors’ shares in Blue Sundial, on the terms set out in the Explanatory Statement.

Voting Exclusion Statement The Company will disregard any votes cast in relation to the resolution under Item 4A by: Blue Sundial; any of the Blue Sundial Vendors named in Appendix A

to the Explanatory Statement; any person who might obtain a benefit, except a benefit

solely in the capacity as a shareholder, if the resolution in Item 4A is passed; and

an associate of that person (or those persons). However, the Company need not disregard a vote if: it is cast by a person as proxy for a person who is

entitled to vote, in accordance with the directions on the proxy form, or

it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Item 4B - Issue of shares to Related Blue Sundial Vendors

“That, subject to the resolutions in Items 1, 2, 3A, 3B, 4A, 5 and 6 being passed, for purposes of Chapter 2E of the Corporations Act the ASX Listing Rules (including Chapters 10 and 11), the shareholders of the Company approve:

(a) the acquisition by the Company of all

the issued shares (other than the issued shares currently owned by the Company) in Blue Sundial from the Blue Sundial Vendors (being the

parties listed in Appendix A) under the terms of the Sale of Shares Agreement dated 17 June 2010 (as varied) (“the SSA”); and


(i) 2,849,696 fully paid ordinary shares in the capital of the Company, and

(ii) 8,014,770 Performance Shares in the Company,

to the Blue Sundial Vendors related to the Company in the proportions set out in Appendix A as consideration for the Company's acquisition of those Blue Sundial Vendors’ shares in Blue Sundial, on the terms set out in the Explanatory Statement.

Voting Exclusion Statement The Company will disregard any votes cast in relation to the resolution under Item 4B by: any person who might obtain a benefit, except a benefit

solely in the capacity as a shareholder, if the resolution in Item 4B is passed; and




Item 5 – Issue of New Shares and Performance

Shares to Flinders Partners To consider and, if thought fit, to pass the following resolution:

“That, subject to the resolutions in Items 1, 2, 3, 4 and 6 being passed, for the purposes of ASX Listing Rule 7.1 the Company and the Directors are hereby authorised to issue: (i) 4,000,000 fully paid ordinary shares in the

capital of the Company, and (ii) 11,250,000 Performance Shares in the

Company, to Flinders Partners as consideration for the Company's acquisition of rights to the intellectual property now held by Flinders Partners and intellectual property subsequently developed during the SA Algal Biorefinery Project together with hardware used in, developed or acquired for the purposes of the project, on the terms set out in the Explanatory Statement.

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Voting Exclusion Statement The Company will disregard any votes cast in relation to the resolution under Item 5 by: Flinders Partners; any person who might obtain a benefit, except a benefit

solely in the capacity as a shareholder, if the resolution in Item 5 is passed; and




Item 6 – Authorisation for an Issue of New

Shares and New Options To consider and, if thought fit, pass the following resolution:

“That, subject to the resolutions in Items 1, 2, 3, 4 and 5 being passed, in accordance with the provisions of ASX Listing Rule 7.1 the Company and the Directors are hereby authorised to issue up to 40,000,000 New Shares in the Company at an issue price of 25 cents per share with each New Share carrying an attaching free New Option exercisable at 25 cents at any time prior to 30 September 2014, to such persons as the Company and the Directors think fit on the terms specified in the Explanatory Statement which accompanies this Notice of Meeting."

Voting Exclusion Statement The Company will disregard any votes cast on this resolution by: any person who may participate in the proposed issue

and any person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed; and

any person who, for the purposes of Division 2 of Part 1.2 of the Corporations Act 2001 (Cwlth) would be regarded as an associate of such a person.

However, the Company need not disregard a vote if: if it is cast by a person as a proxy for a person who is



Item 7 – Approval of Proposed Issue of Options

to Directors and Management To consider and, if thought fit, pass the following resolution:

Item 7A – Issue to Peter Clive Streader “That, subject to the resolutions in Items 1, 2, 3, 4, 5 and 6 being passed, for the purpose of ASX Listing Rule 10.11 and Section 208 of the Corporations Act 2001 (Cwlth) this meeting approves and authorises the Company to grant 1,750,000 options to acquire fully paid ordinary shares of the Company to Peter Clive Streader, a Director of the Company, to be exercised at any time prior to 30 November 2014 at an

exercise price per option of 30 cents, and to be issued on the terms and conditions particularised in Appendix F of the Explanatory Statement forming part of this Notice of Meeting.”

Voting Exclusion Statement For the purposes of ASX Listing Rule 10.13.6 and Section 224 of the Corporations Act 2001 (Cwlth) the Company will disregard any votes cast on the Resolution by Peter C. Streader and any of his associates. However, the Company need not disregard a vote if: it is cast by a person as proxy for a person who is


it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Item 7B – Issue to Daniel Paul Goldman “That, subject to the resolutions in Items 1, 2, 3, 4, 5 and 6 being passed, for the purpose of ASX Listing Rule 10.11 and Section 208 of the Corporations Act 2001 (Cwlth) this meeting approves and authorises the Company to grant 2,000,000 options to acquire fully paid ordinary shares of the Company to Daniel Paul Goldman, a Director of the Company, to be exercised at any prior to 30 November 2014 at an exercise price per option of 30 cents, and to be issued on the terms and conditions particularised in Appendix F of the Explanatory Statement forming part of this Notice of Meeting.”

Voting Exclusion Statement For the purposes of ASX Listing Rule 10.13.6 and Section 224 of the Corporations Act 2001 (Cwlth) the Company will disregard any votes cast on the Resolution by Daniel P. Goldman and any of his associates. However, the Company need not disregard a vote if: it is cast by a person as proxy for a person who is


it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. Item 7C – Issue to David Vinson “That subject to the resolutions in Items 1, 2, 3, 4, 5 and 6 being passed for the purpose of ASX Listing Rule 10.11 and Section 208 of the Corporations Act 2001 (Cwlth) this meeting approves and authorises the Company to grant 2,000,000 options to acquire fully paid ordinary shares of the Company to David Vinson, a Director of the Company, to be exercised at any time prior to 30 November 2014 at an exercise price per option of 30 cents, and to be issued on the terms and conditions particularised in Appendix F of the Explanatory Statement forming part of this Notice of Meeting.”

Voting Exclusion Statement For the purposes of ASX Listing Rule 10.13.6 and Section 224 of the Corporations Act 2001 (Cwlth) the Company will disregard any votes cast on the Resolution by David Vinson and any of his associates. However, the Company need not disregard a vote if: it is cast by a person as proxy for a person who is

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Item 7D – Issue to Mason Reiner “That, subject to the resolutions in Items 1, 2, 3, 4, 5 and 6 being passed, for the purpose of ASX Listing Rule 7.1 this meeting approves and authorises the Company to grant 1,000,000 options to acquire fully paid ordinary shares of the Company to Mason Reiner, a senior executive of the Company, to be exercised at any time prior to 30 November 2014 at an exercise price per option of 30 cents, and to be issued on the terms and conditions particularised in Appendix F of the Explanatory Statement forming part of this Notice of Meeting.”

Voting Exclusion Statement For the purposes of ASX Listing Rule 7.3 the Company will disregard any votes cast on the Resolution by Mason Reiner and any of his associates. However, the Company need not disregard a vote if: it is cast by a person as proxy for a person who is



By Order of the Board

David J Streader Company Secretary Dated this 18th day of August 2011

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NOTES These Notes and the following Explanatory Statement form part of this Notice of Meeting and contain important information relevant to each of the above items of business. Venue A General Meeting of Plentex Limited will be held at:

Sebel One Room, Level 9 The Sebel & Citigate Hotel 65 Queens Road Melbourne, Victoria

Commencing at 11.00am, Thursday 22nd September 2011. How to Vote You may vote by attending the meeting in person, by proxy or in the case of a corporate shareholder by authorised representative. Voting in Person To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence punctually at 11.00am. Voting by Proxy To vote by proxy, please complete and sign the proxy form enclosed with this Notice as soon as possible. In relation to proxies please note the following: If a member is entitled to attend and vote at this

General Meeting: - the member may appoint any person as his

or her proxy to attend and vote for the member at the meeting.

- if the member is entitled to cast 2 or more votes at the meeting, the member may appoint 2 proxies to attend on the same occasion. If 2 proxies are appointed and the appointment does not specify the proportion or number of the member’s votes each proxy may exercise, each proxy may exercise half of the member’s votes.

- the appointment may specify the proportion or number of votes that the proxy may exercise.

A proxy need not be a member of the

Company. If a proxy is given by a corporation, a form of

proxy must be executed under the common seal of the corporation or otherwise in accordance with Section 127 of the Corporations Act or signed by an attorney.

If a proxy is given by a natural person, a form of

proxy must be executed under the hand of that person or that person’s attorney.

For a proxy appointment to be effective, the Company must receive the following documents no later than 48 hours before the scheduled time for the meeting, that is, by 11.00am, on Tuesday 20th September 2011: - the proxy's appointment; and - further, if the appointment is signed by the

appointor’s attorney – the authority under which the appointment was signed or a certified copy of the authority must be forwarded with the proxy.

If the chair of the General Meeting of the

Company is appointed as proxy, please refer to the proxy form which includes a statement of the chair’s voting intentions in relation to undirected proxies.

The documents will be received by the

Company when it is received at any of the following: - the Company’s registered office: Level 2,

616 St. Kilda Road, Melbourne, Vic. 3004 (PO Box 6203, St. Kilda Road Central, Vic. 8008)

- the fax number of the Company’s registered office: (03) 9510 1899

- the Company’s share registry: Computershare Investor Services Pty. Limited: Yarra Falls, 452 Johnston Street, Abbotsford, Vic. 3067 (GPO Box 242, Melbourne, Vic. 3001)

- the fax numbers at the Company’s share registry: - (within Australia) 1800 783 447 - (outside Australia) +61 3 9473 2555 - For Intermediary Online subscribers only

(custodians): www.intermediaryonline.com Corporate Representatives A body corporate, which is a member, may appoint an individual (by certificate executed in accordance with Section 127 of the Corporations Act or in another manner satisfactory to the chair) as a representative to exercise all or any of the powers the body corporate may exercise at the meeting. The appointment may be standing. Persons Entitled to Vote Under Regulation 7.11.37 of the Corporations Regulations 2001 (Cwlth), the Directors have determined that the shareholding of each member for the purposes of ascertaining their voting entitlements at the General Meeting will be as it appears in the share register at 7.00pm on Tuesday 20th September 2011. F

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EXPLANATORY STATEMENT Important Notices about this Explanatory Statement General This Explanatory Statement forms part of and should be read in conjunction with the Notice of General Meeting of Plentex Limited (“Plentex” or “the Company”) to be held on Thursday 22nd September 2011. This document is important and affects the future of the Company. You should read this Explanatory Statement in its entirety before deciding how to vote on the resolutions to be considered at the General Meeting. If you are in doubt as to any matter contained in this Explanatory Statement or action you are required to take, please consult your legal, financial or other professional adviser as soon as possible. Shareholders should note when considering how they should vote that the operation of each of the resolutions contained within Items 1 to 6 both inclusive are dependent on all other resolutions in that group being approved by Shareholders. By way of example, this means that even though Resolution 2 is approved by Shareholders, Resolution 2 will not come into operation unless the resolutions contained in Items 1, 3, 4, 5 and 6 are also approved by Shareholders. In the case of the four resolutions contained in Item 7 these resolutions will not become effective even if approved by Shareholders unless the resolutions contained in Items 1, 2, 3, 4, 5 and 6 are also approved by Shareholders. Independent Expert’s Report The Directors of the Company have appointed Hall Chadwick Corporate (NSW) Limited as Independent Expert’s to examine from the perspective of non associated shareholders, the proposed transactions described in this Explanatory Statement under Items 4 and 5. The Independent Expert’s Report dated 18 August 2011 (Independent Expert’s Report) is attached to this Explanatory Statement as Attachment A as discussed in Section 1.8 below. Plentex, Blue Sundial and Flinders Partners and their respective directors, officers, employees and advisers do not assume any responsibility for the accuracy or completeness of the information in the Independent Expert’s Report, except in the case of Plentex, in relation to information given by Plentex to the Independent Expert.

Role of ASIC and ASX A copy of this Explanatory Statement has been lodged with ASIC for the purposes of Section 218 of the Corporations Act. Neither ASIC nor any of its officers take any responsibility for the contents of this Explanatory statement. A copy of this Explanatory Statement has been lodged with ASX. Neither ASX nor any of its officers take any responsibility for the contents of this explanatory Statement. Defined Terms and Interpretation Forms used in this Explanatory Statement are defined in the Glossary set out in Section 5. Date of Explanatory Statement This Explanatory Statement is dated 18th August 2011. SECTION 1 – OVERVIEW 1.1 Introduction The Directors of Plentex have convened the General Meeting to obtain shareholder approval of a number of resolutions which if passed should pave the way for the recapitalisation of Plentex, the re-admission to quotation of its securities on the ASX, and allow it to advance its planned role as the leading Australian producer of sustainable algae based raw materials for the renewable fuel and energy, livestock feed and nutraceutical industries. The Company considers that its move into the renewables energy sector is timely and potentially valuable as the world continues to search for cost effective, renewable energy and food sources. 1.2 Information about Plentex Plentex, formerly Plenty River Corporation Limited, listed on the ASX 1983 and operated as a minerals exploration company in Australia and several overseas countries until early 1998 when it assumed the role of project developer of a proposed world scale ammonia/urea (fertiliser) project on the Burrup Peninsula of Western Australia. During the period 1998 to 2006 the Company was involved in several joint ventures with major international fertiliser companies including Chambal Fertilisers And Chemicals Limited of India, Agrium Inc of Canada and later Dyno Nobel (now part of Incitec Pivot Limited) and several of the world’s leading ammonia/urea technology providers and engineering contractors. Plentex was forced to retire from this project in early 2006 when rapidly rising gas prices and construction costs negatively impacted the project’s viability.

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In 2006 the Company resumed its interest in mineral exploration and later that year acquired the mining and exploration interests in the Georgetown region of North Queensland held by privately owned Georgetown Mining Limited and several ASX listed companies. The acquisition of Georgetown Mining Limited and the other tenement acquisition transactions entered into were considered by the ASX to constitute a significant change in the scale of the Company’s activities under ASX Listing Rule 11. This required Plentex to obtain shareholder approval of these transactions which was given at the Company’s 2006 Annual General Meeting held on 22 November 2006. Immediately following this approval in accordance with ASX Listing Rule 11, trading in Plentex’s securities was suspended pending the Company satisfying the admission and quotation requirements set out in ASX Listing Rules 1 and 2. These rules required Plentex to: • issue a prospectus; • meet the spread requirements (ASX Listing Rule

1.1 condition 6), that is, either by having:

(a) at least 500 holders each with a parcel of the main class of securities with a value of at least A$2,000, or

(b) 400 holders with a parcel of securities with

a value of at least A$2,000, and persons who are not related parties holding at least 25% of securities to be quoted;

• meet the ASX’s profit test or assets test (ASX

Listing Rule 1.1 condition 8);

• have the entity’s quoted securities (except options) issued or sold for at least 20 cents in cash (ASX Listing Rule 2.1 condition 2); and

• have the entity’s options exercisable for at least 20 cents in cash (ASX Listing Rule 1.1 condition 11.

The Company was unsuccessful in attempts to raise funds which would have facilitated requotation of its securities on the ASX due to the onset of the global financial crisis, and in May 2009 reluctantly sold its gold mining project and exploration interests in North Queensland to the Australian subsidiary of the German company, Deutsche Rohstoff AG, which has recently successfully brought the gold mining project into production. Excluded from the Deutsche Rohstoff transaction was a 0.5% Net Smelter Return Royalty interest which the Company (via its subsidiary Georgetown Mining Limited) holds with respect to any uranium, molybdenum or fluorine which Mega Georgetown Pty. Ltd. (a wholly owned subsidiary of Canadian based Mega Uranium Ltd.) may produce in the future from ore mined within EPM 8452.

EPM 8452 hosts the Maureen uranium, molybdenum deposit which was extensively drilled by Getty Oil in the early 1970’s. Current Queensland Government policy prevents the mining or processing of uranium within the State and consequently little or no value can currently be ascribed to this royalty. Following completion of the sale of its gold mining project and exploration interests, the Company actively sought new business opportunities which ultimately led to agreement in October 2009 to acquire all the issued capital of Victorian based, Blue Sundial. Blue Sundial’s attraction to Plentex, was that it had developed an algae based project with access to proprietary algae production and extraction technology in conjunction with an initial strategic site location which provided access to water and nutrients required for algae growth. Under this agreement, completion of which was subject to a number of conditions precedent, Plentex initially subscribed for a 5% shareholding and agreed to acquire, subject to Plentex shareholder approval, all the shares held by Blue Sundial Vendors for a consideration consisting of shares and options in Plentex. Due to the inability of Blue Sundial to satisfy one of the conditions precedent applying to this agreement, Plentex terminated this agreement in January 2010 but continued to work with Blue Sundial with the objective of restructuring arrangements for the acquisition of the remaining 95% of Blue Sundial. On 17 June 2010, Plentex executed a new agreement with the Blue Sundial Vendors, pursuant to which Plentex agreed to purchase all the issued shares in Blue Sundial other than the shares which Plentex then held as a result of the October 2009 transaction. Completion of this new Sale of Shares Agreement (“SSA”) is subject to a number of conditions precedent (some of which have subsequently been satisfied) require the Company to obtain shareholder and regulatory approvals enabling the Company’s securities to be reinstated to official quotation. The basic terms of this second SSA were outlined in the Company’s announcement to the ASX of 17 June 2010. In conjunction with executing the SSA, Plentex agreed to subscribe for two tranches of convertible notes in Blue Sundial, each of $100,000 to provide working capital to Blue Sundial so that it could more rapidly establish its algae project. The initial tranche was subscribed for soon after execution of the SSA, with subscription of the second tranche being conditional upon Plentex raising not less than $250,000 by way of a pro rata offer to the Company’s existing shareholders which was completed late in 2010.

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The Company initially planned to seek shareholder approval for the issue of shares and Performance Shares to the Blue Sundial Vendors and other related matters including a 1 for 5 share consolidation at its 2010 Annual General Meeting which was expected to be held in November 2010. However, in October 2010 the Company identified the opportunity of becoming involved in what is now known as the SA Algal Biorefinery Project as industry investor. The principle objective of the SA Algal Biorefinery Project is to construct and operate a demonstration scale micro algae growing, processing and biorefining facility. Land on Torrens Island in the Port River estuary has been granted for the purposes of the SA Algal Biorefinery Project to build a demonstration biorefinery plant on a portion of a 17ha site. Initially, it is planned that this facility will produce 4,000 to 10,000 litres of algal oil per annum as a feedstock for fuel. However, ample space exists for this to be expanded by the construction of additional raceway ponds to produce 40,000 to 100,000 litres of algal oil per annum. The Directors of Plentex considered that participation in the SA Algal Biorefinery Project, in conjunction with its Blue Sundial project involvement, would provide the Company with an immense advantage in pursuing its vision of becoming the leading Australian producer of sustainable, algae-based raw materials for both Australian and international markets. Negotiations with Flinders Partners (the commercial arm of Flinders University) commenced in November 2010, culminating in the execution of a Terms Sheet with Flinders Partners on 25 February 2011 which has been replaced by a revised Terms Sheet executed on 3 June 2011. To accommodate Plentex’s involvement in the SA Algal Biorefinery Project it became necessary to modify certain terms of the SSA and on 24 February 2011, Plentex and the Blue Sundial Vendors executed a Deed of Variation of the SSA, essentially reflecting a reduction in the number of fully paid ordinary shares and Performance Shares which Plentex now proposes to issue (subject to shareholder approval) to the Blue Sundial Vendors, together with some modification of the Milestones applying to each of the three tranches of Performance Shares. Details of these new arrangements with the Blue Sundial Vendors are set out in Item 4 on page 28. Due to the under subscription of Plentex’s Non Renounceable Entitlements Issue which closed on 17 September 2010, Plentex did not subscribe for the second tranche of convertible notes in Blue Sundial and effective 31 December 2010 converted the first tranche of convertible notes, together with certain other amounts outstanding to Plentex into 75 additional shares in Blue Sundial. As at the date of this Notice, Plentex holds 138 fully paid ordinary shares in Blue Sundial representing approximately 11% of the current issued capital of Blue Sundial.

During 2009, in addition to the Company pursuing the acquisition of Blue Sundial, Plentex through its wholly owned subsidiary, Pacific Fertilisers And Chemicals Pty. Ltd. (“PFAC”) lodged an application for an exploration permit for minerals (salt) EPMA 18232 over an area of 72 sub-blocks (approximately 208 sq. kms) in the Mining District of Rockhampton, Queensland. The application area largely encompasses Casuarina Island which is located just north of Curtis Island which is the site for several of the coal seam methane fed LNG plants planned for construction in the next few years. Cheetham Salt, a subsidiary of Ridley Corporation Limited and Olssons Pacific Salt, have for some years produced commercial grade salt for domestic and industrial consumption from solar salt ponds and production facilities established adjacent to Casuarina Island. PFAC’s interest in the application area is focussed on the potential development of a commercial salt production facility, possibly in conjunction with an algae production facility. The Tenures Management Unit of the Queensland Department of Employment, Economic Development and Innovation has advised PFAC that it intends to grant EPM 18232 to PFAC subject to PFAC’s compliance with the expedited Procedures process under the Native Title Act 1993 (Cwlth). Recently, PFAC entered into negotiations with two Native Title groups which have separate claims over parts of the application area. It is expected that acceptable land access agreements will be concluded with each of these claimant groups in the near future and that EPM 18232 will then be granted to PFAC. 1.3 Information about Blue Sundial Blue Sundial was incorporated in Victoria on 2 January 2008 to be the corporate vehicle for the establishment of an algae oil project being developed by Daniel P. Goldman and David Vinson. Blue Sundial currently has 1,289 fully paid ordinary shares on issue of which 138 are held by Plentex. The Directors of Blue Sundial are Daniel P. Goldman, David Vinson and Mason Reiner. Daniel P. Goldman through his family company, Lahare Pty. Ltd., holds 205 fully paid ordinary shares in Blue Sundial. David Vinson through his family company, V B Fam Pty. Ltd., also holds 205 fully paid ordinary shares in Blue Sundial. Mason Reiner through his family company Modim Ventures, Inc also holds 205 fully paid ordinary shares in Blue Sundial.

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Daniel P. Goldman and David Vinson have recently been appointed as Directors of Plentex (24 January 2011) and currently serve as Managing Director and Executive Director – Operations respectively of Plentex. Plentex has also engaged Modim Ventures, Inc to provide the services of Mason Reiner as Vice President – Strategy and Business Development of Plentex, as from 1 January 2011. Mr. Reiner is a resident of Philadelphia, USA. Mason is an experienced finance and business development executive in growth-stage companies across a broad range of industries, including technology, renewable energy and real estate. Mason’s experience includes senior level management roles as Managing Director of Modim Capital LLC, CFO of Kinor Technologies Inc., and Executive Vice President of Aspen Biofuels LLC. Mason co-founded Blue Sundial. Mason graduated summa cum laude from the Wharton School of the University of Pennsylvania with a degree in Finance. 1.4 Information about Blue Sundial/

Melbourne Water Algae Oil Project The Company has identified the acquisition of Blue Sundial as an attractive entry point into the emerging commercial algae production industry. Blue Sundial is establishing a project for the production of renewable algae oil and algae biomass utilising wastewater. The project is located at Melbourne Water’s Western Treatment Plant (“WTP”) which is situated at Werribee, Victoria. WTP is the largest water treatment facility in Victoria and processes sewerage from over 2 million inhabitants of Victoria. The facility is situated on approximately 12,000 hectares of land owned by Melbourne Water and generates approximately 440 million litres of treated water per day. The project is being implemented in three phases subject to Melbourne Water’s approval of each of the subsequent phases. Blue Sundial has an exclusive licensing arrangement with Texas, USA based OpenAlgae LLC (“OpenAlgae”), for the provision by OpenAlgae of OpenAlgae’s proprietary algae processing and oil extraction equipment which is discussed in detail below.

PROJECT PLAN Phase 1 – Algae Growth Trial The aim of this phase will be to demonstrate that native algae species can be grown using available nutrients, at sufficient growth rates and with acceptable levels of oil, to satisfy the economic feasibility of the project. An experimental design protocol has been developed which will involve a number of growth tests being conducted utilizing a 10,000 litre pond and associated infrastructure. The specific tests will enable an analysis of various algae species with respect to a number of parameters including required water quality, nutrient levels, carbon dioxide levels, water depth and light exposure. The first phase has recently begun and is planned to run for 6 months, Phase 2 – Demonstration Facility Subject to the successful completion of Phase 1 and Melbourne Water granting approval to proceed, the second phase involves the construction of a demonstration facility to confirm Blue Sundial’s ability to economically grow algae and convert the resultant algae/water mixture into: 1. Algae oil for the production of liquid biofuels;

and 2. Algae biomass for the manufacture of animal

feed or conversion to renewable energy. It is expected that the demonstration facility will involve the construction of a series of 25,000 litre lined, open ponds in which the identified algae species from Phase 1 will be grown under the appropriate conditions to maximize the algae growth and oil content. The algae/water mixture would then be processed at the rate of approximately 20,000 litres per day to produce algae oil and biomass. It is expected that this phase, which includes planning, design, construction and operation of the demonstration facility will take approximately 12 months. Phase 3 – Commercial Facility Subject to the successful completion of Phase 2 and Melbourne Water granting approval to proceed, the third phase will involve the construction of a commercial facility that would grow algae and then process the algae/water mixture to produce commercial quantities of both algae oil and algae biomass. It is envisaged that this phase will be based on key findings from the demonstration facility operated in Phase 2. The ultimate pond configuration and sizing will be determined from growth data collected during the Phase 2 operations.

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The initial commercial algae/water processing facility is expected to demonstrate the viability of a commercial production module. Subject to the availability of funding, this production module could then be replicated, thereby facilitating a rapid increase in overall production volumes and revenue. Algae Oil Extraction Technology The project will utilise technology provided by Organic Fuels Algae Technologies LLC, which operates under the name OpenAlgae LLC (“OpenAlgae”), a privately held company based in the United States which has been established to provide algae-to-oil processing equipment and services to the renewable fuels industry. OpenAlgae has developed proprietary technologies and methods for processing oil and biomass from algae. OpenAlgae specializes in serving algae growers with technologies for efficient, cost-effective concentration, lysing and oil extraction. The OpenAlgae technology removes the oil from the algae by breaking down cell walls using electromagnetic forces, thereby eliminating the use of hazardous solvents and avoiding energy-consuming drying stages. OpenAlgae’s integrated, proprietary processing solution is largely species neutral. Effective 15 July 2010, Blue Sundial entered into an agreement with OpenAlgae titled “Agreement to Provide Algae Processing Technology and Algae Processing Services”. Under this agreement, OpenAlgae agreed to initially analyse the suitability of its processing technology for four species of locally occurring algae which Blue Sundial plans to grow at the WTP site. This has now been completed. OpenAlgae and Blue Sundial are currently finalising the design and arrangements for fabrication and supply of a processing unit for a 19,350 litre per day demonstration plant. Until the 6 month anniversary of the termination of the agreement with OpenAlgae, the agreement with OpenAlgae grants Blue Sundial the exclusive right to utilise OpenAlgae’s technology in the Australasian Region for processing algae grown using waste water or sewage. Additionally, until the 6 month anniversary of the termination of the agreement with OpenAlgae, Blue Sundial has agreed not to acquire or enter into negotiations for the acquisition of any technology to process algae in the Australasian Region except from OpenAlgae. The Australasian Region is defined as Australia, New Zealand, New Guinea, Melanesia, Micronesia, Malaysia and Indonesia. 1.5 Information about Plentex/Flinders

Partners Collaboration In furtherance of the SA Algal Biorefinery Project and Plentex's goals to bring together world class technologies for producing sustainable, algae-based raw materials for the renewable fuel, energy, livestock feed and nutraceutical industries , Plentex has entered into a revised Terms Sheet dated 3 June 2011 with Flinders Partners, the commercial arm of Flinders University. Flinders Partners will work with Plentex in procuring researchers, infrastructure, resources, intellectual property, knowhow and hardware through Flinders University

and the South Australian Research and Development Institute (“SARDI”) relevant to the production of biofuels and high value bio products and chemicals from microalgae feedstocks. In addition to its arrangements with Blue Sundial described above, Plentex has identified an opportunity for the development of second generation biofuels (i.e. bio-derived fuels that can be produced without adverse environmental, economic or social impacts) by building on research previously funded by the Federal and South Australian Governments. The principal objective of the Project is to construct and operate a demonstration scale micro algae growing, processing and biorefining facility on Torrens Island, South Australia and to use the data generated to carry out a definitive feasibility study for a commercial scale seawater based algae biorefinery production facility at a suitable location to be selected by Plentex. SARDI has also been granted 17 hectares of land by the South Australian Government to construct the demonstration production facility. It is intended that land will be held under a long term lease which will be assigned to Plentex. Planning approvals are still to be finalised and Plentex has commenced preliminary engineering studies in relation to the construction of this facility. The demonstration facility will have access to the Commonwealth Government funded $6.2 million National Collaborative Research Infrastructure Strategy (NCRIS)/Education Innovation Fund (EIF) research facility, which has been established at SARDI’s South Australian Aquatic Sciences Centre located at West Beach. This will provide state-of-the-art monitoring equipment for algal production systems, advanced analytical capability, large photobioreactor systems and extraction/fuel production equipment. In addition to the Project, Flinders University in conjunction with SARDI is undertaking a project described as "Developing a proof-of-concept facility for microalgal biodiesel feedstock and value-added products to pioneer a sustainable South Australian biofuels industry" ("PSRF Project"). This project is supported by the South Australian Government through the Premier’s Science and Research Fund. The PSRF Project is partially completed, and outcomes from the PSRF Project have been identified by Flinders Partners as being necessary or desirable for the conduct of the SA Algal Biorefinery Project. It is intended that Plentex will contribute additional funding of $390,000 required to complete the PSRF Project on the basis that Plentex will receive the outcomes of the PSRF Project, in the form of technology such as intellectual property and knowhow and hardware including tangible items embodying the technology.

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Previous discussions with the Renewable Energy Fund, South Australia (“REF”) suggest that REF may also provide some funding to the SA Algal Biorefinery Project and Flinders Partners are currently pursuing this opportunity in consultation with Plentex. 1.6 Information about SA Algal Biorefinery

Project and Plentex Participation Obligations and Rights

SA Algal Biorefinery Project The purpose of the SA Algal Biorefinery Project is to focus on biomass and oil production and associated carbon dioxide fixation. However it is possible to utilise microalgal production for other industrial processes such as wastewater management and or production of other higher value co products such as

omega 3 fatty acids. These co products could improve the economics of algae fuel production and the technology generally referred to as the biorefinery process. The biorefinery process involves co production of high value co products along side biofuels. This is critical for the economic viability of this business opportunity. Biorefinery is analogous to today’s petroleum refineries which produce multiple fuels and by products from crude oil. Developing high value by products such as omega 3, bioactive peptides and carotenoids (antioxidant and immunostimulant properties) used by the nutraceutical industry, will help offset biodiesel production costs from microalgae. The biorefinery process and some downstream processing opportunities are illustrated in Figure 1.

Figure 1. Overview of the biorefinery platform

Algal Cultures

Open Ponds

Sunlight Water

CO2 Nutrients

Downstream Refining

Algae Processing

Algae Growth

Concentration

Lysing

Extraction

Biomass Algae Oil

Biofuel

Oil Products

Renewable Power

Nutraceuticals

Livestock Feed

VALUABLE, DIVERSE END PRODUCTS

EXCLUSIVE PROCESSING

TECHNOLOGY

PROPRIETARY REFINING

TECHNOLOGY

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The SA Algal Biorefinery Project aims to develop an algal biofuel demonstration facility on Torrens Island in South Australia to demonstrate a commercially competitive and sustainable technology for production of biofuels from microalgae, a third generation non food biofuel feedstock. The demonstration project outputs may include land transportation fuels, aviation fuels, waste water/nutrient remediation, biofixation of CO2, utilisation of biomass for aquaculture and livestock feed and nutraceuticals. The Torrens Island project site has access to utilities, high nutrient seawater, saline and fresh groundwater and is adjacent to two major power producers that could provide CO2 and waste heat from their gasfired power stations. About 17ha has been made available for development for scaling up in the longer term. Fundamental to the successful completion of the project will be the provision through Plentex and/or Blue Sundial of OpenAlgae’s algae concentration lysing and oil extraction technology. It is proposed that SARDI and Flinders University will enter into contracts with Flinders Partners as service providers. These organisations collectively bring the strong technical expertise, industry connections and experience outlined below: SARDI’s Algal Production Group has one of the largest scientific programs in Australia dedicated to the development of microalgae as biofuel feedstock and has and continues to be supported through competitive State and Federal government grants. The group has comprehensive facilities and expertise to accommodate various commercial applications of algal production system. The algal culture expertise, infrastructure and equipment available at SARDI’s South Australian Aquatic Sciences Centre at West Beach will be a major asset to this project in addition to the capability offered by $6 million NCRIS National Photobioreactor Facility, which is hosted by SARDI at this site. Flinders University has an active Bioenergy Centre which brings together expertise in algal culture, wastewater management, including the operation of algal stabilisation ponds, Bioreactor design including photobioreactors, bioprocessing of biomass and characterisation of high value bioproducts, biotransformation, chemical processing of oils and glycerol co products and algal molecular biology. Of relevance to the SA Algal Biorefinery Project is Flinders’ expertise in characterising and producing high-value bioactives for pharmaceuticals, nutraceuticals, functional foods, cosmeceuticals and industrial chemicals from microalgae. Flinders Partners is a wholly owned subsidiary of Flinders University and is one of the most commercial of all University companies. It is led by Anthony Francis who is an ex Deloitte Director and founder of Technology Commercialisation Group, a business which has multidisciplinary skills including marketing, finance, and legal.

SA Algal Biorefinery Project Plan The project plan incorporates various research, construction and operational tasks over 31 months. Plentex Participation Obligations and Rights Subject to the satisfaction of conditions precedent detailed in Item 5 below, Plentex will issue fully paid ordinary shares and Performance Shares to Flinders Partners and will provide funding of up to $4.5 million for the furtherance of the SA Algal Biorefinery Project. In consideration for this funding and the issue of shares and Performance Shares, all existing intellectual property will be made available for the Project and subsequent commercialisation and Plentex will own, hold under licence or have rights to use all new intellectual property created by the Project. Accordingly, Plentex will have a combination of licensed rights and ownership upon which it will be able to base its commercialisation efforts. All physical embodiments of the intellectual property created during the Project will be owned by Plentex. Summary of Terms Sheet with Flinders Partners The Terms Sheet records the principal terms agreed between Plentex and Flinders Partners for the participation of Plentex in the SA Algal Biorefinery Project. The Terms Sheet is legally binding and provides Plentex with an exclusive non compete period in which to complete due diligence, negotiate and execute required project documentation and complete the proposed capital raising. The Terms Sheet is a detailed document which contains sections addressing the following matters: 1. Background 2. Purpose of Term Sheet 3. Binding Nature 4. Objectives and relationships of the Parties 5. Project Development Agreement 6. Funding 7. Plentex Acquisition of Technology and Hardware 8. Exclusivity 9. Torrens Island Land 10. Participants in the SA Algal Biorefinery Project 11. Plentex Acquisition of Blue Sundial 12. PSRF Project and NCRIS Facility 13. REF Funding 14. Conditions Precedent 15. Issue of Plentex Shares 16. Board Seat 17. Committees and Management 18. Transaction Structuring 19. Publicity 20. Due Diligence 21. Formal Documentation 22. Limited Warranties and reliance on due diligence 23. Confidentiality and Disclosure 24. Costs 25. Good Faith Discussion 26. Governing Laws

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27. Counterparts 28. Prior Terms Sheet

and has annexed to it four annexures namely, Annexure A - Common Terms of Class A, B & C Performance Shares Annexure B - Proposed Issue of Securities by Plentex Annexure C - Project Development Agreement (outline of proposed contents) Annexure D - PSRF Project – expected outcomes For the purposes of this Explanatory Statement the sections highlighted in the above list are considered key provisions and with minor modifications to fit in with the numbering sequence used in this Explanatory Statement are set out in full below. (i) Section 5 - Project Development Agreement It is intended that Plentex and Flinders Partners will implement the SA Algal Biorefinery Project pursuant to a project development agreement (“the Project Development Agreement”) incorporating the principal terms recorded in the Terms Sheet, identifying the respective roles, rights and obligations of Flinders Partners and Plentex, and making provision for the management of functions to be performed by third party contractors. (ii) Section 6 - Funding Subject to fulfilment of the conditions precedent below, Plentex will issue shares to Flinders Partners (pursuant to an acquisition agreement or agreements forming part of the formal documentation, to be entered in conjunction with the Project Development Agreement) and provide funding for the furtherance of the SA Algal Biorefinery Project up to the amount of AU$4.5 million ("Funding"). Flinders Partners and Plentex will develop and agree a detailed expenditure budget for the SA Algal Biorefinery Project (including anticipated patent costs arising during the term of the Project) prior to execution of the Project Development Agreement. The total of the budget shall not exceed AU$4.5 million. The amount of the Funding will be the total of the agreed budget. In order to procure the Funding and as part of the completion of Plentex’s proposed capital raising (“the Prospectus Capital Raising”), it is anticipated that Plentex will issue shares and options as detailed in paragraph (vi) – Section 15. Upon completion of the Prospectus Capital Raising Plentex will pay the whole amount of the Funding (ie the total budget amount, up to $4.5 million) into a trust account of Flinders Partners. The Funding amount will be held on trust for Plentex in a dedicated interest bearing bank account by Flinders Partners in anticipation of being applied to the SA Algal Biorefinery Project. Funds would be drawn down from the trust account against the agreed budget in

advance of expenditure being due, in accordance with the Project Development Agreement. Plentex will be entitled to all interest earned on the funds held in the trust account. (iii) Section 7 - Plentex Acquisition of

Technology and Hardware Upon satisfaction of the conditions precedent and as part of the consideration for the Shares, through the acquisition agreement or agreements forming part of the formal documentation to be entered in conjunction with the Project Development Agreement, Plentex will:

(a) own, hold under licence or have rights to the

use of all of the technology, intellectual property, knowhow and other assets or rights whether in written or intangible form (or embodied in a physical item) used in or necessary or desirable for the conduct of the SA Algal Biorefinery Project or the subsequent commercialisation of the outcomes of the Project that exists at the date of this Terms Sheet and at the date upon which the final condition precedent is fulfilled ("Initial Technology"); and

(b) own or have rights to the use of all of the physical items (including tangible items embodying Initial Technology) used in or necessary or desirable for the conduct of the SA Algal Biorefinery Project or the subsequent commercialisation of the outcomes of the Project that exist at the date of this Terms Sheet and at the date upon which the final condition precedent is fulfilled ("Initial Hardware"); and

(c) own 100% of any technology, intellectual property, knowhow and other assets or rights created, developed or acquired after the date upon which the final condition precedent is fulfilled as a result of or in connection with the SA Algal Biorefinery Project, as well as all physical items (including physical items embodying Initial Technology) created, developed or acquired in or for the SA Algal Biorefinery Project or the entity or entities conducting the SA Algal Biorefinery Project after the date upon which the final condition precedent is fulfilled, collectively "Resulting Technology and Hardware".

Throughout the duration of the SA Algal Biorefinery Project, Plentex will acquire immediate ownership of Resulting Technology and Hardware as it is developed, created or acquired, regardless of whether the intended or primary use of the Resulting Technology and Hardware is use solely in connection with microalgae or otherwise. No additional consideration shall be payable by Plentex for any transfer required to give effect to Plentex's ownership of the Resulting Technology and Hardware.

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The parties have agreed that whenever possible Initial Technology and Initial Hardware shall be transferred to and thereafter owned by Plentex. Where a component of the Initial Technology or Initial Hardware (as the case may be) cannot be transferred to the ownership of Plentex, arrangements for: (a) that component of the Initial Technology to

be licensed or otherwise made available to Plentex; or

(b) that component of the Initial Hardware to

made available to Plentex,

for use in and after the SA Algal Biorefinery Project will be put in place on such terms and conditions as necessary for the conduct of the Project and subsequent commercialisation, provided that:

(c) those terms will not require Plentex to pay or

give any consideration (such as but not only royalties or licence fees) in addition to the consideration described below or to assume any liability that it would not have if it were the owner of that component of the Initial Technology or Initial Hardware; and

(d) the arrangements applicable to components of the Initial Hardware identified as having a use limited to the Project that is not anticipated to extend beyond the end of the Project (as provided for below) will provide for use in the conduct of the Project but not subsequent commercialisation.

Flinders Partners has obtained written confirmation that: (a) intellectual property generated through the

PSRF Project (see below) (“PSRF IP”) will be jointly owned by Flinders University and SARDI;

(b) rights to use the PSRF IP will be granted to

Plentex through an exclusive royalty free licence from Flinders University and SARDI.

Flinders Partners may be substituted for Flinders University as co-owner and licensor of PSRF IP. A reference to Flinders University in respect of PSRF IP includes a reference to Flinders Partners as successor, if applicable. Plentex will have the right to determine absolutely how the Initial Technology owned by it or (subject to the terms of the licence to Plentex) licensed to it, Initial Hardware owned by it or (subject to the terms upon which the item is made available for use by Plentex) which it is permitted to use, and all the Resulting Technology and Hardware are to be used or disposed of and will have the sole commercialisation rights to the Initial Technology owned by it or (subject to the terms of the licence to Plentex) licensed to it, Initial Hardware owned by it or (subject to the terms upon which the item is made available for use by Plentex) which it is permitted to use, and all the Resulting Technology and Hardware, including the right to apply for, prosecute applications for, enforce and defend patents as it sees fit. Where Plentex does not own or hold the sole and exclusive

rights to Project Technology, the agreement or arrangement pursuant to which the rights are held shall address the extent (if any) to which patent application, prosecution, maintenance and defence or enforcement costs shall be borne by Plentex, by the owner or by the licensor. Plentex will grant to Flinders Partners a non-exclusive, royalty free, worldwide, perpetual licence ("the R&D Licence") to use any Initial Technology owned by it or (subject to the terms of the licence to Plentex) licensed to it and any intellectual property or know-how comprised in the Resulting Technology and Hardware for the conduct of the SA Algal Biorefinery Project, for internal academic and research and development purposes, but excluding commercialisation and use of Resulting Technology and Hardware in connection with any component of Initial Technology or Initial Hardware (whether further developed by a party other than Plentex or not) in respect of which Plentex receives or holds a non-exclusive licence or a licence for use in connection with micro-algae only, provided that such use must not otherwise adversely affect the confidentiality, validity, registrability or commercialisation of the Initial Technology, Initial Hardware and the Resulting Technology and Hardware. Flinders Partners may (subject to the terms of any licence of Initial Technology to Plentex) sub-licence the R&D Licence to Flinders University and SARDI solely for internal academic and research and development purposes after the conclusion of the Project (provided that the sub-licensee shall be entitled to no greater rights than Flinders Partners, the sub-licence shall be consistent with any the terms of any licence of Initial Technology to Plentex (where applicable) and Flinders Partners will notify Plentex of any proposal to grant a sub-licence and provide Plentex with a copy of the sub-licence). Plentex will acknowledge in favour of Flinders Partners that if Plentex ceases to use all or a discrete component of the Resulting Technology and Hardware and has no proposal for its future use, Flinders Partners (on behalf of Flinders University) may request Plentex to consider a proposal to dispose of or license the Resulting Technology and Hardware (or the relevant component of the Resulting Technology and Hardware) and Plentex will give bona fide consideration to the request with a view to maximising the return to Plentex from the disposal or licence while also enabling the Resulting Technology and Hardware (or the relevant component of the Resulting Technology and Hardware) to be used for purposes benefitting the Australian public. A reference to "Project Technology" in other Sections of the Terms Sheet is a reference to the Initial Technology owned or to be owned by Plentex or licensed or to be licensed to Plentex, the Initial Hardware owned or to be owned by Plentex or made available to Plentex for use, and to the Resulting Technology and Hardware. If a component of Initial Technology is licensed or to be licensed to Plentex, such a reference shall be read as being subject to the terms of that licence. If a component of Initial Hardware is made available to Plentex for use, such a reference shall be read as being subject to the terms of use of that item.

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Section 12 - PSRF Project and NCRIS Facility Flinders University, as recipient of a Premier's Science and Research Fund (PSRF) grant is undertaking a project described as "Developing a proof-of-concept facility for microalgal biodiesel feedstock and value-added products to pioneer a sustainable South Australian biofuels industry" ("the PSRF Project"). SARDI is involved in the PSRF Project as a contract consultant to Flinders University including, among other things, the provision of the microalgal facility established and owned by SARDI under funding provided by the Commonwealth of Australia's Department of Innovation, Industry, Science and Research National Collaborative Research Infrastructure Strategy ("the NCRIS Facility"). Flinders University and SARDI are or will be the joint owners of the outcomes of the PSRF Project. The PSRF Project is partly completed. Outcomes from the PSRF Project to date and which are intended to result from the PSRF Project have been identified by Flinders Partners (as the commercial arm of a current joint owner, Flinders University) as being necessary or desirable for the conduct of the SA Algal Biorefinery Project and the commercialisation of its outcomes. The outcomes expected from the PSRF Project are described in Annexure D of the Terms Sheet. The use of the NCRIS Facility has also been identified as necessary or desirable for the conduct of the SA Algal Biorefinery Project and commercialisation of its outcomes. The PSRF Project requires further industry funding of $410,000 for its completion. $20,000 of that funding has been provided by United Water. A sum of $390,000 of the Funding will be budgeted by Plentex and Flinders Partners towards the completion of the PSRF Project in conjunction with the existing funds of $20,000 provided by United Water held by Flinders University, on the basis that PSRF IP is to be licensed to Plentex as described above and in this item. Under the licence Plentex shall be free to use the PSRF IP and intellectual property developed from the PSRF IP as part of the SA Algal Biorefinery Project for its own purposes including commercialisation beyond the term of the SA Algal Biorefinery Project. SARDI and Flinders University will retain the right to use the PSRF IP for research and development. New intellectual property derived from the PSRF IP developed by SARDI other than as part of the SA Algal Biorefinery Project will be the property of the inventor. Any improvements to the PSRF IP or intellectual property derived from the PSRF IP as part of the SA Algal Biorefinery Project will be owned by Plentex. For the purposes of the Terms Sheet, the PSRF Project is to be treated as a sub-project to which the Terms Sheet applies, and outcomes from the PSRF Project are (subject to the terms of the licence of PSRF IP) to be treated, to the fullest extent practicable, as "Project Technology" despite originating from the PSRF project.

Flinders Partners has obtained written confirmation that: (a) Plentex and Flinders Partners are both

eligible to obtain access to and purchase the usage of the NCRIS Facility;

(b) SARDI has committed to facilitate access to the NCRIS Facility (for the purposes of both the PSRF Project and the SA Algal Biorefinery Project).

Flinders Partners has advised Plentex that no physical items (other than physical items identified in the Terms Sheet) have resulted from or are intended to result from the PSRF Project. Plentex shall not be required to enter or agree to any agreement or arrangement for use of the NCRIS Facility as provided for above unless in a form and on terms satisfactory to Plentex. The continued availability of the Premier's Science and Research Fund Grant will be pursued by Flinders Partners in consultation with Plentex. This may entail Flinders Partners seeking the extension or reinstatement of the grant, or a new grant. Flinders Partners will keep Plentex informed of the progress of seeking to procure the grant and no agreement concerning the grant shall be finalised without the prior approval of Plentex. The exclusivity provided to Plentex as an express term of the Terms Sheet (and in any subsequent formal documentation) shall extend to the seeking to procure the Premier's Science and Research Fund Grant. Funds received from the Premier's Science and Research Fund Grant shall be applied to the objects of that grant as part of and in coordination with implementation of the SA Algal Biorefinery Project by the Parties. Plentex may withdraw from pursuing the opportunity to participate in the SA Algal Biorefinery Project and cancel the Terms Sheet by written notice (without penalty and without being required to contribute any funds to the Project or pay any consideration to a party) if it is not satisfied with the arrangements for use of the NCRIS Facility or the terms of the licence of the PSRF IP. (iv) Section 14 - Conditions Precedent The Project Development Agreement and contracts referred to in paragraph (f) below shall not commence, and the acquisition agreement or agreements in respect of Project Technology (including any licenses or use agreements) will be prepared and executed in advance but the acquisitions will not be completed and licences or use rights will not commence until all of the following conditions precedent (each a "condition precedent") are satisfied:

(a) Agreement between and adoption by

Flinders Partners and Plentex of the detailed expenditure budget referred to in paragraph (ii) above, to establish the Funding amount;

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(b) Plentex obtaining such shareholder approvals as are necessary or desirable to permit it to:

A. Consolidate its existing share

capital;

B. Complete the Sale of Shares Agreement with Blue Sundial and acquire the remaining shares in Blue Sundial;

C. Issue fully paid ordinary shares and

performance shares to Blue Sundial Vendors (or their nominees) and Flinders Partners;

D. Issue 'free' Bonus Options to all

Plentex shareholders;

E. Issue up to 40 million shares together with attaching options by way of prospectus to the public to raise up to approximately $10 million ("Prospectus Capital Raising");

(c) Successful completion by Plentex of the

Prospectus Capital Raising by 31 August 2011 (or such later date as the parties may agree in writing), to enable Plentex's securities to be re-admitted to official quotation of the ASX and for it to provide the Funding;

(d) Plentex having been notified by ASX that its

shares and options will be reinstated to ASX;

(e) The Parties obtaining all requisite approvals from regulatory bodies;

(f) Flinders Partners and the counterparty or counterparties named or described below executing the following agreements in a form and on terms satisfactory to Plentex (which may include Plentex being specified as a party or as being entitled to the benefit of the agreement, as determined by Plentex), by no later than 20 June 2011: (I) Research Agreements between

Flinders Partners and SARDI, and Flinders Partners and Flinders University for the purposes of the SA Algal Biorefinery Project;

(II) a deed or deeds which confirm

(unless confirmed in the above deeds or agreements) the arrangements detailed in paragraph (iii) above, ie. Section 7;

(III) a licence of the PSRF IP as detailed

in paragraphs (iii) and (iv) above (Sections 7 and 12 of the Terms Sheet);

(IV) a Memorandum of Understanding is entered into for the Torrens Island Land as detailed in Section 9 of the Terms Sheet;

(g) Execution of the Project Development

Agreement by Plentex and Flinders Partners; and

(h) The Parties obtaining biosafety approval if necessary. The date "31 August 2011" in paragraph (c) of this section shall be deemed to have been amended to the date which is later than 20 June 2011 by as many days as the period between the date of this Terms Sheet and the date upon which Plentex receives written confirmation from Flinders Partners that the conditions precedent in paragraphs (f) and (g) have been fulfilled.

The Parties will use all reasonable endeavours and shall act in good faith and where appropriate, cooperatively, to satisfy the conditions precedent as soon as possible after the date of the Terms Sheet. A party may, but is not obliged to, waive a condition precedent which is for its benefit. A waiver may be given on conditions and becomes irrevocably given upon the conditions being fulfilled. In preparing and negotiating the agreements or deeds referred to in paragraph (f) of this Section, Flinders Partners shall have regard to the terms of this Terms Sheet and in particular the objective of securing the ability to conduct the SA Algal Biorefinery Project and the acquisition and the potential commercialisation of all outcomes of the Project if control of a counterparty or its assets, or the conduct of the counterparties activities, is transferred to or assumed by another entity. (v) Section 15 - Issue of Plentex Shares Subject to fulfilment of the conditions precedent set out in paragraph (v) above (Section 14 of the Terms Sheet), Plentex will within ten (10) days of completion of the final condition precedent, issue to the Flinders Partners the following shares: (a) 4,000,000 fully paid ordinary shares in the

capital of Plentex;

(b) 3,500,000 Class A Performance Shares which will lapse on the Class A Expiry Date;

(c) 1,750,000 Class B Performance Shares which will lapse on the Class B Expiry Date; and

(d) 6,000,000 Class C Performance Shares which will lapse on the Class C Expiry Date.

(collectively referred to as the "Shares"). The terms and conditions applying to each of the classes of Performance Shares are set out in Appendix D.

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The Parties acknowledge that the Shares issued to Flinders Partners may have trading restrictions placed on them by third parties which are beyond the control of Plentex, such as by the Australian Securities Exchange, however Plentex agrees that it will not impose any additional restrictions on the trading of the Shares issued to the Flinders Partners. 1.7 The Company’s Restructuring Plans A. Related to acquisition of Blue Sundial

(2010 initiatives) In order to fulfil the conditions precedent to the acquisition of Blue Sundial (as announced to the ASX on 17 June 2010) the Company commenced the various restructuring initiatives outlined below. On 23 August 2010 the Company offered its shareholders the opportunity to participate in a pro rata non renounceable rights issue of one new share for every 5 shares held at 3.5 cents, together with 1 free attaching option to acquire one share for each share subscribed for (“the Issue”). These options were to be exercisable at 3.5 cents each between 1 December 2010 and 31 March 2011. The purpose of the Issue was to raise up to $403,350 to fund the carrying out of due diligence in relation to the Blue Sundial transaction, obtain an independent expert’s report, convene a general meeting and do all such other things necessary to complete the acquisition of Blue Sundial, with the balance of funds raised to be applied as working capital. The Issue closed on 17 September 2010 under subscribed resulting in a fund inflow of $136,832.40. Under the terms of the Prospectus, the Directors of Plentex were authorised to place the shortfall on the same basis as applied under the Issue. The Directors successfully placed the shortfall from the Issue consisting of 7,614,811 shares at 3.5 cents with attaching free options, thereby raising a further $266,518.38. In the last few months of 2010, the Company completed due diligence in relation to Blue Sundial and its project, and engaged Hall Chadwick Corporate (NSW) Limited to commence the preparation of an independent report in relation to the Blue Sundial transaction, although this latter activity was put on hold once the Company began negotiations with Flinders Partners in relation to participation in what is now known as the SA Algal Biorefinery Project. At the Company’s 2010 Annual General Meeting held on 29 November 2010, the following resolutions were put to shareholders and approved. Authorisation for the issue in accordance with

ASX Listing Rules 7.1 of up to 10,000,000 fully paid ordinary shares in the Company at an issue price of 4 cents per share with each share carrying an attaching free option exercisable at any time between 1 July 2011 and 30 June 2013 to professional, sophisticated or other exempt investors to whom the Company may make placement offers.

Adoption of a New Constitution for the Company. Under the placement approval, Directors had until 28 February 2011 to place the shares and options referred to above. A total of 3,559,575 shares and attached options were placed, raising a further $142,383 which is being utilised to pay any further costs associated with the independent expert’s report, convene the General Meeting and prepare the Public Issue Prospectus. The free attaching 3.5 cent options which were issued as part of the Company’s 23 August 2010 pro rata non renounceable rights issue referred to above expired on 31 March 2011. A total of 9,257,035 options were exercised by their holders prior to the expiry date resulting in an inflow of $323,996.21 which is being applied as working capital. The options which were not exercised (2,267,273 in total) lapsed on the expiry date. B. New Restructuring and Capital Raising Plans This Notice of Meeting and annexed Explanatory Statement seeks shareholder approval in relation to a number of matters which will pave the way for the acquisition of Blue Sundial and the Company’s participation in the SA Algal Biorefinery Project. The Company is seeking shareholder approval to: consolidate the Company’s existing issued

shares and options on a 1 for 5 basis; issue 1 free Bonus Option for every post

consolidation share held by the Company’s shareholders;

give effect to the transactions requiring approval under the Blue Sundial SSA, including the issue of 8,000,000 fully paid ordinary shares (on a post consolidation basis), and 22,500,000 Performance Shares to the Blue Sundial Vendors as consideration for the Company’s acquisition of the remaining 89% of the issued share capital in Blue Sundial;

give effect to the transactions requiring approval under the Plentex/Flinders Partners Terms Sheet, including the issue of 4,000,000 fully paid ordinary shares (on a post consolidation basis), and 11,250,000 Performance Shares to Flinders Partners;

issue the New Shares and New Options for the purposes of the new capital raising as detailed below; and

issue a total of 6,750,000 options to Directors and Management.

Assuming the requisite approvals are obtained at this Meeting, the Company proposes to undertake a new capital raising plan to raise approximately $10 million through an offering to the public at large of 40,000,000 fully paid post consolidation New Shares at an issue price of 25 cents ($0.25). It is proposed that each New Share subscribed for will carry one (1)

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free attaching New Option exercisable at any time prior to 30 September 2014 (“the Capital Raising”). MAP Capital has been engaged by the Company as exclusive financial advisors to assist the Company with this capital raising. Under the terms of their engagement MAP Capital has been paid a total of $44,0000 (inclusive of GST) and is to be issued with 2,400,000 free options (MAP Options) exercisable at 30 cents at any time prior to 30 June 2014, as consideration for providing financial advisory services. In addition, MAP Capital will be paid a success based fee of 6% of the funds which it raises. One of the objectives of the Capital Raising will be to achieve the shareholder spread necessary to obtain the ASX’s approval for requotation of the Company’s securities on the ASX. In order to achieve the spread required by ASX, the Company proposes to offer those shareholders holding less than 8,000 shares at the date of the Prospectus a priority right to increase their total shareholding to 8,000 shares and a further right to acquire an additional minimum of 8,000 shares. Full subscription to the issue under the Capital Raising will satisfy various conditions precedent to completion of the Blue Sundial SSA and the Plentex/Flinders Partners Terms Sheet. Board Changes As noted in Section 1.3, Mr. Daniel Goldman and Mr. David Vinson were appointed as Directors of Plentex effective 24 January 2011. Mr. Goldman has assumed from that date the role of Managing Director and Mr. Vinson, Executive Director – Operations. Messrs. Goldman and Vinson are currently being remunerated under consultancy agreements made between Plentex and their respective family companies. In satisfaction of one of the conditions applying to the Blue Sundial SSA, Messrs. Goldman and Vinson have executed in their personal capacities, service agreements which will come into effect at the date of completion of the SSA. Information about the qualifications of Messrs. Goldman and Vinson are set out in the Company’s announcement to the ASX of 24 January 2011. Following completion of the Blue Sundial SSA, Mr. Peter Streader will resign as Executive Chairman and Managing Director of the Company and will be appointed as Non Executive Chairman. Mr. Darwin Campi will retire as a Director of the Company and all of its subsidiaries and it is expected that at least one new director will be added to the Board in the near future.

1.8 Independent Expert’s Report Hall Chadwick has been engaged by the Directors of Plentex to evaluate the transactions which are the subject of Items 4 and 5 of the Notice of General Meeting to which this Explanatory Statement is attached and to prepare a report on those transactions to shareholders. Hall Chadwick has concluded that the transactions which they have grouped as one and referred to as “the Transaction” is FAIR AND REASONABLE to the non-associated shareholders of Plentex. A full copy of the Independent Expert’s Report is attached as Attachment A of this Explanatory Statement. 1.9 Pro Forma Capital Structure Set out below is a pro forma capital structure of the Company if all the resolutions are passed, the acquisition of Blue Sundial and agreements for participation in the SA Algal Biorefinery Project are completed, the shares and Performance Shares are issued to the Blue Sundial Vendors and Flinders Partners respectively and the proposed $10,000,000 capital raising is successful.

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PRO FORMA CAPITAL STRUCTURE Description Item

No. Number of Shares

Number of Options on issue at the date of this Notice

Number of Options to be issued under Items 3, 6 and 7 of this Notice

Number of Performance Shares to be issued under Item 4 and 5 of this Notice

Existing Shares and Options

81,962,457 3,559,575 options exercisable at 5 cents at any time post 1 July 2011 and prior to 30 June 2013

Transactions to be considered at Meeting: 5:1 Capital Consolidation 2 16,392,492 711,915 options

exercisable at 25 cents post 1 July 2011 and prior to 30 June 2013.

Issue of Free Bonus Options to Existing Shareholders

3

16,392,492 options (for terms refer Item 3, page 2)

Approval of issue of shares and Performance shares to Blue Sundial Vendors

4

8,000,000 22,500,000 (refer to Item 4, page 2 for terms of Performance Shares)

Approval of issue of shares and Performance Shares to Flinders Partners

5 4,000,000 11,250,000 (refer to Item 5, page 3 for terms of Performance Shares)

Approval for issue of New Shares and New Options (Public Issue Capital Raising)

6 40,000,000 40,000,000

Approval for issue of Directors and Management Options

7 6,750,000 exercisable at 30 cents at any time post 1/07/11 an d prior to 30/11/14

Totals (assumes full subscription of Public Issue)

68,392,492 17,104,407 options exercisable at 25 cents at any time post 1/7/11 and prior to 30/6/11 and 40,000,000 New Options exercisable at any time prior to 30 September 2014 at 25 cents, 6,750,000 Directors and Management Options and 2,400,000 MAP Options.

33,750,000

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1.10 Use of Funds As noted above subject to the passing of resolutions comprising Items 1 to 6 (both inclusive), Plentex plans to issue a Prospectus with the objective of raising $10,000,000 (the Maximum Subscription). The Minimum Subscription for the raising has been set at $8,000,000. Set out below is a table which shows how these funds are to be used by Plentex over the two year period commencing on the date of requotation of Plentex’s securities on the ASX. The table shows how the funds would be expended on each of a Minimum Subscription and Maximum Subscription basis.

MINIMUM SUBSCRIPTION

MAXIMUM SUBSCRIPTION

($8 million raised) ($10 million raised)

Description Year 1

Year 2

Total Year 1

Year 2

Total

Pre Offer Cash

0 0

Torrens Island Project (saltwater)

2500 2000 4500 2500 2000 4500

Werribee Project

500 400 900 1100 700 1800

(wastewater) Casuarina Island Project

100 100 200 100 100 200

Project Development

60 60 120 500 600 1100

Corporate Overheads

900 900 1800 900 900 1800

Expenses of the Offer

480 480 600 600

Total 4540 3460 8,000 5700 4300 10,000

If less than the Maximum Subscription (i.e. $10,000,000) is raised, the Company believes that it can still achieve its main objective of building and operating a demonstration algal biorefinery facility on Torrens Island, providing the Minimum Subscription of $8,000,000 is raised. To do this, Plentex plans to reschedule the rate of expenditure at its Werribee project, and reduce the level of spending on other project development. The expenses of the Offers will also be reduced as a result of lower fees being payable. 1.11 Indicative Timetable Set out below and subject to compliance with all regulatory requirements is the expected timetable for completion of the transactions detailed in this Notice. These dates are indicative only and may be varied without notice.

Event Date

Despatch of Notice of Meeting to shareholders 23 August 2011

Last date to lodge proxy forms for Meeting 20 September 2011

Plentex General Meeting 22 September 2011 Effective date of share/options consolidation 23 September 2011

Lodgement of Public Issue Prospectus 23 September 2011

Last date for the Company to register transfers of securities on a pre consolidated basis

28 September 2011

Closing Date of Public Issue Prospectus 17 October 2011

Announcement of satisfaction of all conditions precedent applying to Blue Sundial and Flinders Partners transactions

19 October 2011

Allotment of free Bonus Options to existing shareholders 21 October 2011

Allotment of New Shares and New Options to applicants under Public Issue

21 October 2011

Allotment of shares and Performance Shares to Blue Sundial Vendors and Flinders Partners

21 October 2011

First day the Company will send notice to each security holder. First day for Company to register securities on a post consolidation basis and the first day for issue of holding statements

21 October 2011

Despatch date. Last day for securities to be entered into the holders security and new holding statements to be issued. Last day for sending notice to each share, Performance share and option holder

27 October 2011

Reinstatement of ASX quotation of the Company’s securities to trading

31 October 2011

Reinstatement to trading on the ASX will be conditional upon the satisfaction of the admission and quotation requirements set out in Chapters 1 and 2 of the ASX Listing Rules. The Directors currently believe that, assuming the requirements for requotation (which are summarised on Page 8 of this Explanatory Statement) are satisfied, the lifting of the suspension by ASX is not likely to occur prior to October 2011.

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1.12 Summary of Related Parties’ Holdings The table below summarises the holdings of shares and options of related parties of the Company, including those shares proposed to be issued to Blue Sundial vendors who are related parties of the Company pursuant to Item 4A. The numbers of shares and options are shown on a post-consolidation basis. The table below assumes that all resolutions are passed and that all transactions contemplated by the resolutions are completed. Further details about the proposed issues of new shares and options are set out in Section 2 of this Explanatory Statement in the commentary on the relevant resolutions.

Related Party Shares held currently

Shares held after proposed issues

Options held currently

Options held after proposed issues

Resource Management Pty Ltd 381,112 381,112 Nil 381,112

Wisecover Nominees Pty Ltd 649,626 649,626 Nil 649,626

Union Star Investments Pty Ltd 397,733 397,733 Nil 397,773

Peter C Streader 402,177 402,177 Nil 2,152,177

David J Streader 6,000 6,000 Nil 6,000

Glenda M Woolrich 388,208 388,208 Nil 388,208

P Streader and G Woolrich ATF the

G M Woolrich Superannuation Fund

105,000 105,000 Nil 105,000

S P Streader 6,000 6,000 Nil 6000

S J Streader 6,000 6,000 Nil 6000

D J Streader and J Streader

Superannuation Account

14,000 14,000 Nil 14,000

D Campi 1,556,400 1,556,400 Nil 1,516,400

M Campi 10,000 Nil Nil 10,000

P Campi 10,000 Nil Nil 10,000

M Campi 10,000 Nil Nil 10,000

E Millikan 10,000 Nil Nil 10,000

Christopher L Roberts 24,375 24,375 Nil 24,375 F

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Related Party Shares held

currently Shares held after proposed issues

Options held currently

Options held after proposed issues

Lahare Pty Ltd Nil

1,424,848 ordinary shares

1,246,742 Class A

performance shares

623,371 Class B performance shares

2,137,272 Class C

performance shares

Nil Nil

David Vinson Nil Nil Nil 2,000,000

V B Fam Pty Ltd Nil

1,424,848 ordinary shares

1,246,742 Class A

performance shares

623,371 Class B performance shares

2,137,272 Class C

performance shares

Nil Nil

Daniel Goldman Nil Nil Nil 2,000,000

* All of the securities above are on a post-consolidation basis Shares are fully paid ordinary shares, unless otherwise stated. The options are free bonus options which are the subject of the approval sought by Item 3B and directors and management options which are the subject of the approval sought by Items 7B and 7C. These options entitle the holder to acquire one fully paid share, and have an exercise price of 25 cents and an expiry date of 30 November 2013. The directors and management options are exercisable at 30 cents per share at any time prior to 30 November 2014 and exercise is subject to share price performance hurdle (refer Appendix F).

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SECTION 2 – AGENDA ITEMS Special Business Item 1 – Change in Nature and Scale of Activities As set out in this Explanatory Statement, the acquisition by the Company of Blue Sundial and participation in the SA Algal Biorefinery Project will result in the Company changing its business to seek to become a supplier of algae oil to the biodiesel and fuel industries as well as seeking to become a supplier of algae biomass for the production of renewable power and animal feed (“the Acquisitions”). If this resolution is passed, the Company’s main business activities will be of a significantly different nature from its previous mineral exploration and development activities. A detailed description of changes to the nature of the Company’s activities as a result of the Acquisitions is described more fully in Section 1.3 to 1.6 of this Explanatory Statement. In order to satisfy the requirements under ASX Listing Rule 11.1.2 for the Company’s change in nature and scale of activities, the Company is seeking shareholder approval for the change. Further, the Company’s securities will remain suspended from quotation on ASX until the Company is able to re-comply with Chapters 1 and 2 of the ASX Listing Rules. It is the Company’s intention to re-comply with the ASX Listing Rules and this process will involve the issue of a further prospectus and a further capital raising. In order to seek to recomply and achieve the Company proposes to, among other things: Consolidate all of the Company’s issued capital

on a one for five basis; and Undertake a capital raising for up to $10 million,

with the objective of, among other things, achieving the shareholder spread required by ASX.

Accordingly, the Company is seeking shareholder approval for the change to the nature and scale of its activities and the acquisition of all of the issued capital of Blue Sundial. Item 2 – Consolidation of Shares and Options The resolution comprising Item 2 has been proposed to effect the consolidation of the Company's shares on the basis of one New Share for each 5 Existing Shares, with fractions rounded up. The passing of this resolution will effectively have no impact on each shareholding in the Company relative to other shareholders. The effect on optionholders will be dependent upon the differential between the market price of shares after consolidation compared to the post-consolidation exercise price of the options. Presently due to being suspended form quotation there is no active market for the Company’s shares. The existing options were issued in conjunction with pre-consolidation shares issued at 4 cents per share and free attaching option with a 5 cent exercise price, being a price differential

of 1 cent (disregarding any part of the price of the share attributable to the free attaching option). After consolidation on a 5 to 1 basis, the differential would be 5 cents (or one cent per option consolidated) when the 25 cent exercise price is compared to the issue price which applied to the equivalent number of consolidated shares (20 cents). The 25 cent price also reflects the price at which the company proposes to issue new shares (with a 1 for 1 free attaching option also with a 25 cent exercise price) under Item 6. (a) The Company's Constitution Clause 40 of the Company's current Constitution requires an ordinary resolution of members of the Company in order to consolidate its share capital. The passing of Item 2 will satisfy this requirement. (b) Corporations Act, Section 254H Section 254H of the Corporations Act provides that a company may convert all or any of its shares into a larger or smaller number of shares by resolution passed at a general meeting. The ASX Listing Rules also require that the number of options on issue be consolidated in the same ratio as ordinary share capital and that the exercise price be amended in inverse proportion to that ratio. For the purposes of Section 254H of the Corporations Act the resolution in Item 2 seeks shareholder approval for the Company to consolidate its issued securities on a 5 to 1 basis such that: every five (5) ordinary shares will be

consolidated into one (1) ordinary share; and every five (5) options over ordinary shares will

be consolidated into one (1) option over an ordinary share,

In accordance with the ASX Listing Rules and Section 254H (2) (a) of the Corporations Act, the consolidation will take effect from the day the resolution under Item 2 is passed and in accordance with the indicative timetable set out on page 22 of this Explanatory Statement and details of the shareholding of each shareholder will be determined and notification of the change despatched six (6) Business Days after the date of the Meeting in accordance with ASX requirements. (a) Reason for Consolidation The Board considers that the consolidation is important and necessary in its present restructuring plans for the Company. In particular, the Directors note that the Company is required for the reasons set out on page 8 of this Explanatory Statement to meet the requirements of Chapters 1 and 2 of the ASX Listing Rules as if the Company were applying for admission to the official list. One of those admission requirements is that all options on issue in the Company must have an exercise price of at least 20 cents per option. This requirement will not be satisfied within the timeframe contemplated in Part

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1.10 of this Explanatory Statement unless the resolution under Item 2 is approved. As is set out in further detail below, assuming the consolidation is implemented, the Bonus Options (assuming shareholder approval is obtained under Item 3) which are to be issued to Existing Shareholders will have an exercise price of 25 cents per option. The Directors do not believe that any material disadvantage will arise for shareholders or option holders as a result of the proposed consolidation of the Company's issued securities. However, there can be no assurances as to the level at which the Company's shares will trade following the consolidation and requotation of the Company's securities. (b) ASX Listing Rule 7.20 ASX Listing Rule 7.20 states that if an entity proposes to reorganise its capital, it must inform equity security holders in writing of each of the following: the effect of the proposal on the number of

securities of the Company and the amount unpaid, if any, on the securities;

the proposed treatment of any fractional

entitlements arising from the reorganisation; and the proposed treatment of any convertible

securities on issue. Consolidation of Existing Shares The Company advises shareholders of the following matters in regard to the consolidation: (a) The Company does not have any partly paid

securities on issue and accordingly, the proposal will have no effect on partly paid securities.

(b) Any fractional entitlements as a result of the

consolidation will be rounded up. (c) The impact on the number of shares currently

on issue following the consolidation will be as follows:

No. of Shares at the date

of this Notice (pre-consolidation)

No. of Shares Post Consolidation

Shares on Issue

81,962,457 16,392,492

The precise number of post consolidation shares on issue will depend on the effect of rounding up on each shareholder’s individual holding. As previously noted, fractional holdings will be rounded up.

Consolidation of Existing Options The Company advises option holders of the following matters in regard to the consolidation: (a) The Company’s options will be consolidated on

a 5 to 1 basis (i.e. in the same ratio as the Company’s fully paid ordinary shares are to be consolidated).

(b) Any fractional entitlements as a result of the

consolidation will be rounded up. (c) The exercise price of the options will be

amended in inverse proportion to that ratio. (d) The impact on the number of options and their

exercise price is set out in the table below:

No. Pre Consolidation

Exercise Price Pre

Consolidation

No. Post Consolidation

Exercise Price Post

Consolidation

3,559,575 $0.05 711,915 $0.25

(e) The expiry date of the options post

consolidation will remain the same, ie. 30 June 2013.

(f) The terms and conditions of Existing Options are set out in Appendix A of this Explanatory Statement.

As from the effective date of the consolidation (which will be the date of the Meeting, assuming shareholder approval is obtained), all holding statements for pre-consolidation shares and options will cease to have any effect, except as evidence of the entitlement to a certain number of post consolidation shares and options. After the consolidation becomes effective, the Company will arrange for new holding statements to be issued to security holders, in accordance with the indicative timetable set out on page 22 of this Explanatory Statement. The conversion of shares and options should not give rise to any capital gains tax consequences for shareholders. However, the actual tax consequences will depend on each shareholder's and option holder's particular circumstances. Shareholders and option holders are advised to seek their own tax advice on the effect of the consolidation. Neither the Directors nor the Company (or their advisors) will accept responsibility for the individual taxation consequences arising from consolidation. F

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Item 3 – Approval of Issue of Free Bonus Options to Existing Shareholders

(a) Issue of Options Shareholders’ approval is being sought pursuant to ASX Listing Rule 7.1 and 10.11 for the issue of 16,392,492 free Bonus Options to the Existing Shareholders of the Company. The options are to be offered on the basis of one (1) Bonus Option for each Existing Share (on a post consolidation basis). The terms and conditions of the Bonus Options as set out in Appendix B to this Explanatory Statement. Shareholders should note that the Bonus Options cannot be offered or issued until a prospectus relating to the Bonus Options has been prepared by the Company and lodged with ASIC. The Directors intend to include the offer of Bonus Options in a prospectus, which they intend to prepare and issue pursuant to Item 6, within 3 months of the date of the Meeting or such longer period as ASX may approve should the Company apply for a waiver of Listing Rule 7.3.2. The offer of Bonus Options will be made to then Existing Shareholders (as at the Record Date for the consolidation of capital) regardless of whether they are shareholders in the Company as at the date the offer is made. (b) Item 3A - ASX Listing Rule 7.1 Item 3A is required to be approved in accordance with ASX Listing Rule 7.1. ASX Listing Rule 7.1 limits the number of equity securities (including options) which a listed company may issue in any 12 month period without shareholder approval (subject to certain exceptions, e.g. a pro rata issue to all shareholders). The limit is, generally speaking, no more than 15% of the total number of equity securities on issue at the beginning of the 12 month period, plus the number of equity securities issued with the approval of shareholders or under one of the exceptions during the previous 12 months. As the number of Bonus Options to be issued under Item 3A exceeds the 15% threshold referred to above, shareholders’ approval is sought for the issue of these securities. ASX Listing Rule 7.3 sets out a number of matters which must be included in a Notice of Meeting seeking an approval under ASX Listing Rule 7.1. For the purposes of ASX Listing Rule 7.3, the following information is provided in relation to Item 3A: (I) the maximum number of Bonus Options that

will be issued pursuant to Item 3A is 12,455,861;

(II) the issue of the Bonus Options must occur no later than 3 months after the date of the Meeting, or such longer period as ASX may approve should the Company apply for a waiver of Listing rule 7.3.2

(III) the Bonus Options will be issued for nil

consideration; (IV) the Bonus Options will be issued to the

Existing Shareholders of the Company on the basis of one (1) Bonus Option for each Existing Share held (on a post consolidation basis); The Company is required to prepare and issue a prospectus under the Corporations Act for the purposes of the offer and issue of the Bonus Options;

(V) the Bonus Options will be granted on the terms

and conditions summarised in Appendix C of this Explanatory Statement and on the terms to be set out in the prospectus referred to in paragraph (iv) above;

(VI) the issue of Bonus Options will not initially

raise any funds. Funds raised upon the exercise of any Bonus Options will be used for working capital purposes; and

(VII) the Bonus Options will be issued upon

completion and issue of the prospectus referred to in paragraph (iv) above. The Directors presently intend to issue the Bonus Options as one allotment.

(c) Item 3B - ASX Listing Rule 10.11 Item 3B is required to be approved in accordance with ASX Listing Rule 10.11. ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities (including an option) to a related party of the company. If Item 3B is passed, securities may be issued to related parties of the Company, and accordingly shareholder approval for the issue of Bonus Options to those parties is required pursuant to ASX Listing Rule 10.11. The related parties of the Company who may receive Bonus Options are set out below. ASX Listing Rule 10.13 sets out a number of matters which must be included in a Notice of Meeting proposing an approval under ASX Listing Rule 10.11. For the purposes of ASX Listing Rule 10.13, the following information is provided in relation to Item 3B: (I) The following parties are related parties and

Existing Shareholders of the Company and are therefore eligible to receive Bonus Options under the Option Issue to Existing Shareholders.

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The maximum number of options they may be issued under the Bonus Option Issue are:

Related Parties Number of Bonus

Options Resorsco Management Pty. Ltd. (1) 381,112 Wisecover Nominees Pty. Ltd. (2) 649,626 Union Star Investments Pty. Ltd. (3) 397,773 P. C. Streader (4) 402,177 D. J. Streader (5) 6,000 G. M. Woolrich (6) 388,208 P C Streader and G M Woolrich as Trustees of the G M Woolrich Superannuation Fund

(7) 105,000

S. P. Streader (8) 6,000 S. J. Streader (9) 6,000 D. J. Streader and J. Streader <Super Account>

(10) 14,000

D. Campi (11) 1,516,400 M. Campi (12) 10,000 P. Campi (13) 10,000 M. Campi (14) 10,000 E. Millikan (15) 10,000 C. L. Roberts (16) 24,375

Total 3,936,631 Notes: (1) Resorsco Management is a company in which P. C.

Streader has a relevant interest, and is therefore a related party.

(2) Wisecover Management Pty. Ltd. is a company in which P. C. Streader has a relevant interest, and is therefore a related party.

(3) Union Star Investments Pty. Ltd. (USI) is a related party because P. C. Streader is a Director of USI and D. J. Streader has a relevant interest.

(4) P. C. Streader is a Director of the Company, and is therefore a related party of the Company.

(5) D. J. Streader (who is a son of P. C. Streader) is Company Secretary of the Company, and is a related party.

(6) G. M. Woolrich is a related party of the Company by virtue of being the defacto spouse of P. C. Streader, a Director of the Company.

(7) P. C. Streader and G. M. Woolrich are trustees of the G M Woolrich Superannuation Fund, and are related parties of the Company as disclosed above.

(8) & (9) S. P. Streader and S. J. Streader are sons of P. C. Streader and are therefore related parties of the Company.

(10) D. J. Streader and his wife, J. Streader are trustees of the Streader Family Superannuation Fund and for the reasons set out in Note 5, are related parties of the Company.

(11) D. Campi is a Director of the Company, and is therefore a related party of the Company.

(12) M. Campi is a related party of the Company by virtue of being the spouse of D. Campi, a Director of the Company.

(13) (14) and (15) P. Campi, M. Campi and E. Millikan are children of D. Campi, a Director of the Company, and are therefore related parties of the Company.

(16) C. L. Roberts is a Director of the Company, and is therefore a related party of the Company.

(II) The Bonus Options will be issued for nil

consideration on the terms and conditions summarised in Appendix C of this Explanatory Statement.

(III) There will be no funds raised from the issue of the Bonus Options.

If all the related parties named above subsequently exercise all of the Bonus Options which will be issued to them, a total of $984,158 will be raised. These funds will be used as additional working capital for the Company.

(IV) The Bonus Options will be issued to related parties not later than 1 month after the date of the Meeting (or such later date as may be permitted by any ASX waiver or modification of the ASX Listing Rules).

(V) Shareholder approval is being sought under ASX Listing Rule 10.11 and as such approval is not required under ASX Listing Rule 7.1.

Item 4 – Acquisition of Shares in Blue Sundial (a) Background

As announced to ASX on 17 June 2010 and as noted above, the Company has entered into a Sale of Shares Agreement (the "SSA") with the Vendors to acquire all the issued shares of Blue Sundial (other than the 138 shares currently owned by the Company), ("the Sale Shares").

As previously noted to facilitate the Company’s involvement in the SA Algal Biorefinery Project, Plentex and Blue Sundial executed a Deed of Variation of the SSA on 25 February 2011. A summary of the key terms of the SSA (as varied) is set out below.

Information in relation to Blue Sundial is set out in Section 1.3 above.

As consideration for the purchase of the Sale Shares, the Company will issue to the Blue Sundial Vendors the BS Consideration Securities which consist of 8,000,000 New Shares and 22,500,000 Performance Shares which shall convert into fully paid ordinary shares in the capital of the Company on a one for one basis upon achievement of the relevant milestones, as set out in the following table.

Class of Performance

Share

Number of Performance

Shares

Milestone

Class A 7,000,000 The completion of construction, commissioning and successful operation over a continuous period of not less than twenty (20) eight (8) hour days (over the course of six (6) consecutive weeks) of the Demonstration Unit at any location in Australia, including obtaining all regulatory approvals.

Class B 3,500,000 The completion of a positive Definite Feasibility Study for the Commercial Processing Unit to be located anywhere in Australia.

Class C 12,000,000 The completion of construction, commission and successful operation over a continuous period of not less than 30 days of the Commercial Processing Unit anywhere in Australia, including all required regulatory approvals.

Total 22,500,000

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Full terms of the Performance Shares are set out in Appendix D annexed to this Explanatory Statement. (b) Summary of the SSA The conditions precedent to the Company’s acquisition all the issued shares of Blue Sundial held by the Vendors are as follows: i. Each of the following conditions precedent were

originally to be satisfied by 15 July 2010.

(A) the Company completing due diligence in relation to Blue Sundial and its operations to its satisfaction;

(B) the Company and Blue Sundial each

carrying out due diligence in relation to OpenAlgae and its technology and each being satisfied with the outcome of their due diligence investigations;

(C) the Company and Blue Sundial agreeing a

budget for the expenditure of the sum of $200,000 which was to be invested in Blue Sundial by way of convertible notes pursuant to the SSA;

(D) Blue Sundial executing a binding

agreement for the provision of algae processing technology and algae processing services with OpenAlgae in a form reasonably satisfactory to the Company and Blue Sundial, which agreement was to be freely assignable to the Company after Completion;

(E) Melbourne Water:

(a) approving a plan which permitted the

construction and operation of the Demonstration Unit and the Commercial Processing Unit; and

(b) granting Blue Sundial full access and

use of the project site.

(F) each of Daniel Goldman and David Vinson entering into an executive services agreement with the Company, upon terms reasonably acceptable to the executive and the Company.

Each of Plentex and Blue Sundial have acknowledged that these conditions precedent have now been satisfied.

ii. Each of the following conditions precedent is to

be satisfied by 31 August 2011 (the Sunset Date) unless that date is extended by mutual agreement of the parties:

(A) The approval by the Company's

shareholders in General Meeting of:

(a) the acquisition of the issued shares of Blue Sundial from the Blue Sundial Vendors;

(b) the issue of the BS Consideration

Securities as the consideration for the acquisition of the issued shares in Blue Sundial held by the Blue Sundial Vendors pursuant to the SSA (as varied);

(B) the Company confirming in writing to the

Vendors' Representatives that it has cash on hand or at bank of not less than $2,500,000 available to it;

(C) ASX agreeing to reinstate shares of the

Company to official quotation; (D) the acquisition of all regulatory approvals

required for or to give effect to the transactions contemplated by the SSA.

(c) ASX Listing Rules 7.1 and 10.11

Item 4 seeks shareholder approval for the allotment and issue of the BS Consideration Securities to the Vendors upon Completion of the SSA. Two of the Vendors, namely Lahare and V B Fam, are considered to be for the purposes of the Meeting related parties of the Company for the reasons explained below and the shareholder approval for the allotment and issue of the BS Consideration Securities to those parties is being sought for the purposes of ASX Listing Rule 10.11 as detailed below. ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period. The effect of the passing of Item 4A will be to allow the Directors to issue the BS Consideration Securities to the Vendors during the period of 3 months after the Meeting (or a longer period if allowed by ASX), without using the Company's 15% annual placement capacity.

i.Information required by ASX Listing Rule 7.3 for the purposes of ASX Listing Rule 7.1:

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the BS Consideration Securities the subject of Item 4A:

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(A) the maximum number of BS Consideration Securities to be issued is:

- 5,150,304 New Shares; and - 14,485,230 Performance Shares;

(B) the BS Consideration Securities will be

issued for nil issue price as consideration for the acquisition of the Vendors shares in Blue Sundial (and accordingly no funds will be raised from the issue of the Consideration Securities);

(C) the BS Consideration Securities will be

allotted and issued to the Vendors; (D) the 5,150,304 New Shares issued will be

fully paid ordinary shares in the capital of the Company, issued on the same terms and conditions as all other shares of the Company on issue (post consolidation);

(E) the 14,485,230 Performance Shares will

be issued on the terms set out in the table above and in Appendix D.

(F) the BS Consideration Securities will be

issued no later than 3 months after the date of the Meeting, or such longer period as ASX may approve should the Company apply for a waiver of Listing Rule 7.3.2.

(d) ASX Listing Rule 10.11

Item 4B is required to be approved in accordance with ASX Listing Rule 10.11. ASX Listing Rule 10.11 requires a company to obtain shareholder approval by ordinary resolution prior to the issue of securities to a related party of the company. For the purposes of this Meeting, a related party includes: (A) a Director; (B) an entity over which a Director has control;

and (C) an entity which believes, or has

reasonable grounds to believe, that it is likely to become a related party in the future.

Daniel P. Goldman and David Vinson are Directors of the Company. As a consequence their respective associated companies, Lahare and V B Fam are related parties of the Company. For this reason, approval for the issue of the following Shares and Performance Shares to Lahare and V B Fam respectively –

Lahare 1,424,848

New Shares 1,246,742 A Class Performance Shares 623,371 B Class Performance Shares 2,137,272 C Class Performance Shares

V B Fam 1,424,848 New Shares

1,246,742 A Class Performance Shares 623,371 B Class Performance Shares 2,137,272 C Class Performance Shares

is sought pursuant to Listing Rule 10.11. ASX Listing Rule 10.13 sets out a number of matters which must be included in a notice of meeting proposing an approval under ASX Listing Rule 10.11. For the purposes of ASX Listing Rule 10.13, the following information is provided in relation to Item 4B: (A) the proposed allottees of the New Shares

and Performance Shares are Lahare and V B Fam;

(B) the maximum number of New Shares and

Performance Shares which may be allotted to Lahare and V B Fam respectively is set out above;

(C) the issue of the New Shares and

Performance Shares will occur no later than 1 month after the date of the Meeting, or such longer period as ASX may approve;

(D) as noted above, Lahare and V B Fam are

related parties of the Company; (E) the New Shares and Performance Shares

will be issued for nil issue price as consideration for the acquisition of Lahare and V B Fam's shares in Blue Sundial and accordingly, no funds will be raised from the issue of the New Shares and Performance Shares;

(F) the New Shares will rank equally with all

other Shares in the Company on issue (post consolidation).

(G) Shareholder approval is being sought

under ASX Listing Rule 10.11 and as such approval is not required under ASX Listing Rule 7.1.

(e) Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. Section 208 of the Corporations Act prohibits a public company giving a

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financial benefit to a related party unless one of a number of exceptions applies. A "financial benefit" is defined in the Corporations Act in broad terms and includes a public company issuing securities. For the purposes of Chapter 2E, Section 228 (2) provides in part that Directors of a public company and their spouses are related parties of the public company. Section 228 (6) provides that an entity is a related party of a public company at a particular time if the entity believes or has reasonable grounds to believe that it is likely to become a related party of the company at any time in the future. Daniel P. Goldman and David Vinson are Directors of the Company. Accordingly for the purposes of Chapter 2E of the Corporations Act, Lahare and V B Fam are related parties of the Company. Section 208 of the Corporations Act provides that for a public company to give a financial benefit to a related party of that company, the public company must: (a) obtain the approval of members in

the way set out in Sections 217 to 227; an

(b) give the benefit within 15 months

after approval. For the avoidance of doubt, the Company is seeking shareholder approval for the purposes of Chapter 2E of the Corporations Act in respect of the New Shares and Performance Shares proposed to be issued to Lahare and V B Fam pursuant to Item 4B. Section 219 of the Corporations Act sets out a number of matters which must be included in a notice of meeting seeking an approval under Section 208. For the purposes of Section 219, the following information is provided in relation to Item 4B:

(a) the related parties to whom the

financial benefits are to be given are Lahare and V B Fam;

(b) the financial benefits to be given to

Lahare and V B Fam are Shares and Performance Shares as follows:

Lahare 1,424,848

New Shares 1,246,742 A Class Performance Shares 623,371 B Class Performance Shares 2,137,272 C Class Performance Shares

V B Fam 1,424,848 New Shares

1,246,742 A Class Performance Shares 623,371 B Class Performance Shares 2,137,272 C Class Performance Shares

(c) the New Shares and Performance

Shares to be issued to Lahare and V B Fam will be issued on a post consolidation basis for nil cash issue price and the shares will have a deemed issue price of 25 cents per share;

(d) as at the date of the Notice of

Meeting, neither Lahare nor V B Fam has a relevant interest in Existing Shares of the Company or Existing Options.

(e) Daniel P. Goldman is a director of

Lahare and David Vinson is a director of V B Fam. Daniel P. Goldman and David Vinson were appointed as Directors of the Company effective 24 January 2011.

(f) at the date of this Explanatory

Statement neither Daniel P. Goldman or David Vinson have a relevant interest in Existing Shares or Existing Options in the Company.

(g) each of Daniel P. Goldman and

David Vinson have an interest in the outcome of Item 4B, and decline to make a recommendation in relation to Item 4B.

(h) the securities of the Company have

been suspended from trading on ASX since 23 November 2006. In the 12 months leading up to the date of suspension, the highest price at which the Company’s then existing shares traded on the ASX was $0.044 in April 2006 and the lowest price was $0.015 in September 2006. Shareholders should note that these prices were pre the consolidation resulting in the issue of 1 new share for every 5 existing shares that was approved by Plentex shareholders on 22 November 2006. Shareholders should note that the resolution contained in Item 2 proposes a further 1 for 5 consolidation.

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(i) Hall Chadwick has undertaken a valuation of the New Shares and Performance Shares to be issued to the Blue Sundial Vendors (including the related parties (Lahare and V B Fam)) and Flinders Partners. In arriving at its valuation Hall Chadwick has effectively valued the ordinary shares (New Shares) and Performance Shares to be issued to Lahare and V B Fam as follows:

Lahare Item No. Unit

Price cents

Value

Ordinary Shares

1,424,848 20 284,970

A Class Performance

1,246,742 15 187,011

B Class Performance

623,371 12 74,804

C Class Performance

2,137,272 10 213,727

V B Fam

Item No. Unit Price cents

Value

Ordinary Shares

1,424,848 20 284,970

A Class Performance

1,246,742 15 187,011

B Class Performance

623,371 12 74,804

C Class Performance

2,137,272 10 213,727

Please refer to Hall Chadwick’s Independent Expert’s Report annexed to this Explanatory Statement as Attachment A for: Details of how they arrived at their valuation of

the ordinary shares (New shares) and Performance Shares which are to be issued to the Blue Sundial Vendors (including the related parties (Lahare and V B Fam) and Flinders Partners.

An evaluation including the advantages and disadvantages of the proposed issue of ordinary shares (New Shares) and Performance Shares to the Blue Sundial Vendors (including the related parties) and Flinders Partners.

Item 5 – Issue of New Shares and Performance Shares to Flinders Partners

(a) Background On 25 February 2011 the Company entered into a Terms Sheet with Flinders Partners. This has been replaced by a further revised Terms Sheet executed by the parties on 3 June 2011. Information in relation to the Plentex/Flinders Partners Collaboration Agreement and the SA Algal Biorefinery Project and the key terms of the revised Terms Sheet are set out in Sections 1.5 and 1.6 of this Explanatory Statement. As consideration for the right to participate in the SA Algal Biorefinery Project and acquisition of the rights to the intellectual property now held by Flinders Partners and intellectual property subsequently developed during the SA Algal Biorefinery Project together with hardware used in, developed or acquired for the purposes of the project, the Company will issue to Flinders Partners the FP Consideration Securities. The FP Consideration Securities will consist of 4,000,000 fully paid ordinary shares (on a post consolidated basis) and 11,250,000 Performance Shares which shall convert into fully paid ordinary shares in the capital of the Company on a one for one basis upon achievement of the relevant milestones, as set out in the following table.


Share


Shares

Milestone




Total 11,250,000 The terms and conditions of the Performance Shares are set out in Appendix D annexed to this Explanatory Statement. The New Shares which will be issued to Flinders Partners will be issued for nil cash issue price at a deemed issue price of 25 cents per share. (b) ASX Listing Rule 7.1 and 7.3.

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1. ASX Listing Rule 7.1

Item 5 seeks shareholder approval for the allotment and issue of the FP Consideration Securities to Flinders Partners. ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period. The effect of the passing of Item 5 will be to allow the Directors to issue the FP Consideration Securities during the period of 3 months after the Meeting (or a longer period if allowed by ASX), without using the Company's 15% annual placement capacity.

2. Information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Consideration Securities:

(A) the maximum number of FP Consideration

Securities to be issued is: - 4,000,000 New Shares; and - 11,250,000 Performance Shares;

(B) the FP Consideration Securities will be issued

for nil issue price as consideration for the right to participate in the SA Algal Biorefinery Project and the acquisition of the intellectual property and hardware referred to in Item 5(a) above (and accordingly no funds will be raised from the issue of the securities);

(C) the FP Consideration Securities will be issued

and allotted to Flinders Partners; (D) the FP Consideration Securities will be allotted

and issued to Flinders Partners no later than three months after the date of the Meeting or such longer period as ASX may approve should the Company apply for a waiver of Listing Rule 7.3.2;

(E) the 4,000,000 New Shares issued to Flinders

Partners will be fully paid ordinary shares in the capital of the Company, issued on the same terms and conditions as all other shares of the Company on issue (post consolidation); and

(F) the 11,250,000 Performance Shares issued to

Flinders Partners will be issued on the terms set out in the table above and in Appendix D.

Item 6 – Authorisation for an Issue of New Shares and New Options

(a) Issue of New Shares and New Options under

the Company’s new capital raising plan

Item 6 seeks shareholder approval to issue and allot up to 40,000,000 New Shares at an issue price of 25 cents per share with each New Share applied for carrying a free New Option exercisable at 25 cents at any time prior to 30 September 2014. It is intended that this offer will raise approximately $10,000,000 before the costs of the capital raising. The issue will be made pursuant to a prospectus which will provide for an offer to the public to apply for New Shares and attaching New Options and incorporate a priority right for Shareholders of the Company to apply for and be allotted up to 8,000 New Shares and 8,000 attaching New Options. Directors of the Company will not be entitled to participate in the issue either directly or through their related parties. The funds raised from the allotment of Shares pursuant to Item 6 will be used by the Company to meet the costs of the Company's proposed and on-going operations as set out in Section 1.9 of the Explanatory Statement.

(b) ASX Listing Rule 7.1

As indicated above, ASX Listing Rule 7.1 limits the number of equity securities (including shares and options) which a listed company may issue in any 12 month period without shareholder approval (subject to certain exceptions, eg. a pro rata issue to all shareholders). The limit is, generally speaking, no more than 15% of the total number of equity securities on issue at the beginning of the 12 month period, plus the number of equity securities issued with the approval of shareholders or under one of the exceptions during the previous 12 months. As the number of Shares and New options to be issued under Item 6 exceeds the 15% threshold referred to above, shareholder approval is sought for the issue of these securities. ASX Listing Rule 7.3 sets out a number of matters which must be included in a notice of meeting seeking an approval under ASX Listing Rule 7.1. For the purposes of ASX Listing Rule 7.3, the following information is provided in relation to Item 6:

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(I) the maximum number of New Shares that will be issued pursuant to Item 6 is 40,000,000;

(II) the maximum number of New Options

that will be issued pursuant to Item 6 is 40,000,000;

(III) the issue of the New Shares and New

Options will occur no later than 3 months after the date of the Meeting or such longer period as ASX may approve;

(IV) the New Shares will be issued at a price

of 25 cents each; (V) the New Options will be free-attaching

and will be issued at nil issue price; (VI) the names of the potential allottees of the

New Shares and New Options are presently unknown;

(VII) the New Shares will rank equally with all

other shares of the Company on issue post consolidation other than Performance Shares;

(VIII) the New Options will be subject to the

terms and conditions set out in Appendix E; (IX) the funds raised from the issue of the

New Shares will be used to meet the costs of the Company's proposed and on-going operations as set out in Section 1.9 of the Explanatory Statement;

The issue of the New Shares will raise up to $10,000,000. If all of the New Options are subsequently exercised a further $10,000,000 will be raised which will also be used to fund the Company's on-going operations.

(X) it is expected that the New Shares and

New Options will be issued shortly prior to completion and prior to the Company's securities being reinstated for quotation; The Directors presently intend to issue the New Shares and attaching New Options as one allotment.

Item 7 – Authorisation for an Issue of Options to Directors and Management

(a) Background Items 7A, 7B, 7C and 7D: Seek shareholder approval for the grant of options to Peter C. Streader, Daniel P. Goldman, David Vinson and Mason Reiner respectively. The effect and purpose of Items 7A, 7B, 7C and 7D is to authorise the grant to Peter C. Streader, Daniel P. Goldman, David Vinson, each a Director of the Company and Mason Reiner, a senior executive

(collectively the Grantees) of a total of 6,750,000 options (as set out in the table below) to acquire fully paid ordinary shares of the Company at an exercise price of 30 cents per share, on or before 30 November 2014.

Name No of OptionsPeter Clive Streader 1,750,000 Daniel Paul Goldman 2,000,000 David Vinson 2,000,000 Mason Reiner 1,000,000 Total 6,750,000

On 24 March 2011, the Board resolved to issue 6,750,000 options to the Grantees as recognition of their contribution to the Company’s progress to date and to further incentivise their ongoing performance and commitment to the Company. (b) Approvals Required Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. In particular, Section 208 of the Corporations Act prohibits a public company giving financial benefit to a related party of the company without shareholder approval, unless sanctioned by an exception to that section (which exceptions either do not apply or are not sought to be relied upon by the Company in the present circumstances). A director of a company is a related party for the purposes of the Corporations Act. As three of the Grantees are directors of the Company, the grant of the options may be prohibited by Section 208 of the Corporations Act as providing a financial benefit to a related party. Pursuant to Section 208 of the Corporations Act, a public company is permitted to give financial benefit to a related party of that company if: (a) it obtains the approval of its members in the way

set out in Sections 217 to 227 of the Corporations Act; and

(b) it gives the benefit within 15 months after the

approval. Further, ASX Listing Rule 10.11 requires that a listed company obtain shareholder approval by ordinary resolution prior to the issue of securities (including an option) to a related party. If approval is given under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1 (refer to ASX Listing Rule 7.2, Exception 14). No other relevant exceptions under the ASX Listing Rules apply in the case of the issue of the relevant shares to the Grantees. Accordingly, approval for the issue of the options to the Grantees is required pursuant to Listing Rule 10.11 and Section 208 of the Corporations Act. (c) Corporations Act and ASX Listing Rules

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Section 219 of the Corporations act specifies matters which must be addressed in an explanatory statement for the purposes of a notice convening a meeting to obtain the approval of the shareholders, under Section 208 of the Corporations Act, for the issuing of the options to the grantees. ASX Listing Rule 10.13 sets out the relevant information requirements that are to be provided to shareholders in an explanatory statement with respect to an approval being sought under ASX Listing Rule 10.11. For the purposes of both Section 219 of the Corporations Act 2001 (Cwlth) and ASX Listing Rule 10.13, the following information is provided in relation to Items 7A, 7B and 7C:

Disclosure Requirements for ASX Listing Rules and Corporations Act

Information Requirement

Detail

Related parties to whom proposed resolution would permit financial benefits to be given

Peter Clive Streader Daniel Paul Goldman David Vinson

Maximum number of options to be issued to each Director

Peter Clive Streader – 1,750,000 Daniel Paul Goldman – 2,000,000 David Vinson – 2,000,000

Total number of options to be issued to all Directors

5,750,000

Issue price of the options The options will be issued without payment of cash consideration

Exercise price of the options

30 cents

Issue and allotment date It is proposed that the options will be issued and allotted (if approved) as soon as practicable after the General Meeting (and in any event within 1 month of the General Meeting).

Terms of options Appendix F of this Explanatory Statement sets out the key terms in respect of the options to be granted to the Directors. The options will entitle the Grantees to acquire fully paid ordinary shares in the Company exercisable prior to 30 November 2014. The current dollar value of the options to be issued is set out in paragraph 7(d).

Nature of financial benefits

The financial benefit to be provided to the Grantees is the issue, at no additional consideration, of options to acquire fully paid ordinary shares. The grantees may acquire a financial benefit, for the purposes of the Corporations Act, if the Exercise Price is less than the market value of the shares at the time of exercise. The financial benefit to be acquired will be equal to the

amount of any such discount. However, the directors believe this financial benefit is reasonable for the reasons given in paragraph 7(e) below.

Use or intended use of funds raised

There will be no funds raised in connection with the issue of the options to Grantees under Items 7A to 7C inclusive as the options are to be issued without payment of cash consideration. The proceeds from a future exercise of the options, however, are intended to be applied towards meeting working capital requirements of the Company relevant at, or about the time of, the exercise of the options at the discretion of the Board.

Directors’ recommendations and reasons

This information is set out in paragraph 7(e).

Directors’ interests in outcome of resolutions

This information is set out in paragraph 7(f).

Other remuneration currently given to the Grantees

This information is set out in paragraph 7(g).

(d) Value of Options to be Issued It is a requirement of ASIC that shareholders be informed of the current dollar value of the options to be issued to Directors. The options to be issued to the Directors will not be quoted on the ASX and as such will have no market value. The options each grant the holder a right to apply for one ordinary share in the Company upon exercise of each option and payment of the exercise price. Accordingly the options to be granted to the Directors may have a present value at the date of their grant. The options may acquire future value dependent upon the extent to which the price of the Shares exceed the exercise price of the options to be granted to the Directors during the term in which they may be exercised. As a general proposition, options to subscribe for ordinary fully paid shares in a company have a value. Various factors impact upon the value of options including: (1) the period outstanding before the expiry date

of the options; (2) the exercise price of the options relative to the

underlying price or value of the securities into which they may be converted;

(3) the proportion of the issued capital as

expanded consequent upon exercise represented by the shares issued upon exercise (ie. whether or not the shares that

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might be acquired upon exercise of the options represent a controlling or other significant interest);

(4) the value of the shares into which the options

may be converted; and

(5) whether the options are listed (ie. readily capable of being liquidated).

There are various formulae which can be applied to determining the theoretical value of options (including the formula known as the Black-Scholes Model option valuation formula). The Company has commissioned Stannards Accountants & Advisers Pty. Ltd. (“Stannards”) to provide an independent valuation of the options, for the purposes of disclosing to Shareholders such information required to decide whether or not it is in the Company’s interest to pass Resolutions 7A, 7B and 7C and disclosing expenses in the Company’s Financial Statements in accordance with AASB 2 Share Based Payments, using the Black-Scholes Model, which is the most widely used and recognised model for pricing options. The value of an option calculated by the Black-Scholes Model is a function of the relationship between a number of variables, being the price of the underlying Share at the time of issue, the exercise price, the time to expiry, the risk-free interest rate, the volatility of the Company’s underlying Share price and expected dividends. Inherent in the application of the Black-Scholes Model are a number of inputs, some of which must be assumed. The data relied upon by Stannards in applying the Black-Scholes Model was: (a) the exercise price of the options being $0.30;

(b) the market price of Shares being $0.25;

(c) the expiry date of the options being 30

November 2014;

(d) a volatility measure of 20%

(e) a risk-free interest rate of 4.6% on the options proposed to be issued to the Directors, and

(f) a dividend yield of nil.

Some relatively minor variables were included in Stannards calculations to estimate the value of the options to be issued to the Directors as “American style” options (being exercisable at any time prior to the stated expiry date). Theoretically, the Black-Scholes Model prices “European style” options (being exercisable only on the exercise date). Based on the above, Stannards have concluded that the options to be issued to the Directors and the senior executive, Mason Reiner, have a fair value as at the date of this Explanatory Statement of 3.5 cents per option (in total $236,250 given the proposed issue

of 6,750,000 options). Stannards option valuation is based on a market price per share of $0.25 (which reflects the price of the New Shares to be issued to other parties as detailed elsewhere in this Explanatory statement. There is of course a possibility that the market price of the Company’s Shares will change after the date upon which the Company’s securities are requoted on the ASX. (e) Any other information that may be reasonably

required by Shareholders to make a decision that is known to the Company or any of its Directors.

Other than as provided in this Explanatory Statement, there is no information known to the Company or any of its Directors that is reasonably required by Shareholders in order to decide whether or not it is in the Company’s best interests to pass each of Items 7A to 7D.

Trading History The Company does not intend to apply for listing of the options to be issued to Directors on the ASX. However, the Company shall apply for listing of the resultant shares of the Company issued upon exercise of any of these options. The trading history of the shares over the past 12 months indicated a market price of $nil, as the Company’s shares are not currently quoted on the ASX and have not been quoted since 23 November 2006.

Market Price on 30 June 2011

Market Price 6 months prior to date of Notice of Meeting

Market Price 12 months prior to date of Notice of Meeting

High Low

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Opportunity Costs

The opportunity costs and benefits foregone by the Company issuing the options to the Directors is the potentially diluted impact on the issued share capital of the Company (in the event that the options are exercised). Until exercised, the issue of the options will not impact upon the number of shares on issue in the Company. To the extent that upon their exercise the dilutionary impact caused by the issue of the Shares may be determined to the Company, if at all, this is believed to be offset by the advantages accruing from the Company securing the services of experienced and skilled directors on appropriate incentive terms.

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It is also considered that the potential increase of value in the options to be issued to the Directors is dependent upon an increase in the value of the Company generally. Taxation Consequences

No stamp duty will be payable in respect of the grant of the options to the Directors. No GST will be payable by the Company in respect of the grant of the options (or if it is then it will be recoverable as an input credit). AASB 2 “Share Based Payments” requires that these payments shall be measured at the more readily determinable fair value of the equity instrument. Under the accounting standards this amount will be expensed in the statement of comprehensive income. Where the grant date and the vesting date are different, the total expenditure calculated will be allocated between the two dates taking into account the terms and conditions attached to the instruments and the counterparties as well as management’s assumptions about probabilities of payments and compliance with and attainment of the set out terms and conditions. Dilutionary Effect

There will be 68,393,492 ordinary shares on issue assuming all resolutions contained within the Explanatory Statement are approved and acted upon. If all of the options to be granted to the Directors are exercised and no other shares issued or options exercised, then the effect of the exercise of 6,750,000 options in the Company will be dilution of existing shareholders’ interests by 9.87%.

(f) Director’s Interest in the Outcome of Items

7A to 7C If Items 7A to 7C inclusive for the issue of options to Grantees is passed, Grantees will become entitled to the relevant options the subject of those resolutions together with the option rights and entitlements associated with holding such options. (g) Other remuneration currently provided (or to

be provided) to the Grantees The Company has engaged Resorsco Management Pty. Ltd. (“Resorsco”) to provide management and administrative services to the Company for a period of two years commencing 1 July 2010. Resorsco is the family company of Mr. Streader and is a related party of Plentex. The agreement may be extended by mutual agreement of the parties. Under the agreement Resorsco has, since 1 July 2010, provided the following services to the Company: the services of Mr. P. C. Streader as Managing

Director and Executive Chairman of the Company;

the services of Ms. G. M. Woolrich as Administration Manager; and

the services of a secretary/administrative assistant.

The Company reimburses Resorsco the costs and expenses incurred by Resorsco in providing the services. These costs include for an hourly rate of $45.00 for the services of the Administration Manager, and an hourly rate of $35.00 for the secretary/administrative assistant, and a monthly rate of $4,000.00 for the services of Mr. P. C. Streader. These rates are subject to annual reviews the first of which took place on 2 May 2011. As of 1 May 2011 the hourly rates payable with respect to the Administration Manager and the secretary/administration assistant have been increased to $50 and $40 respectively. The Agreement is subject to a special condition that upon the Completion Date (as defined in the SSA), Mr. Streader will retire as Managing Director and Executive Chairman and if he so elects, be appointed as Non Executive Chairman of the Board and be permitted to remain in that role until at least 30 June 2012. By a Variation Agreement made between the Company and Resorsco effective 24 January 2011 the Principal Agreement was amended to reflect the transfer of the role of Managing Director of the Company from Mr. Streader to Mr. Goldman (refer sub-paragraph (II) below). Further having regard to an increasing work load the Variation Agreement also provides for an increase in the monthly fee payable for Mr. Streader’s services to $6,500 per month for the months of January to April 2011 (both inclusive) and thereafter $5,000 per month. The period for which $6,500 per month will be paid was extended effective 1 May 2011 until 1 Business Day after the Completion Date as that term is defined in the SSA or 31 August 2011 whichever is the earlier. As noted above, the Company currently pays Resorsco a monthly fee of $6,500 as consideration for the provision of Mr. Streader’s services as Executive Chairman. This fee will reduce to $5,000 per month (subject to review) when Mr. Streader’s role changes to that of Non Executive Chairman. Resorsco is also entitled to be reimbursed for travel and other “out of pocket” expenses incurred by Mr. Streader in performing his duties. (II) Daniel P. Goldman The Company has engaged Neptunian Nominees Pty. Ltd. (“Neptunian”) to provide management and consulting services to the Company commencing 1 January 2011 and as from 24 January 2011 the services of Mr. D. P. Goldman as Managing Director of the Company, for an interim period of up to 4 months. This period was extended effective 1 May 2011 until 1 Business Day after the Completion Date

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as that term is defined in the SSA or 31 August 2011 whichever is the earlier. The agreement sets out in detail the duties of Mr. Goldman. During this period in accordance with the agreement, the Company has paid or is required to pay Neptunian monthly fees of $6,000 for January 2011 and thereafter $9,000 per month. The Company may terminate this agreement by giving Neptunian 30 days’ notice otherwise this agreement will terminate automatically on the day Mr. Goldman’s Executive Employment Agreement comes into operation as detailed below. In satisfaction of a condition precedent applying to the SSA, the Company and Mr. Goldman were required to agree on terms of an Executive Employment Agreement which is to come into operation 1 Business Day after the Completion Date as that term is defined in the SSA. Under this employment agreement Mr. Goldman will be employed as Managing Director and Chief Executive Officer of the Company. The duties and responsibilities of this role are set out in detail in the agreement. Initially, Mr. Goldman will be paid an annual salary of $200,000 (which will be reviewed annually, together with superannuation (at the applicable statutory rate) and will be entitled to 4 weeks annual leave, sick leave and other usual entitlements. Mr. Goldman’s employment may be terminated without notice for due cause or at the Company’s discretion at any time by giving 3 months’ notice. Alternatively, the Company may terminate Mr. Goldman’s employment at any time (and without cause) by giving Mr. Goldman 1 month’s notice and paying him an amount equivalent to 6 months of the Remuneration Cost (as that term is defined in the agreement) subject to deduction of applicable tax. Mr. Goldman was appointed as a Director of the Company effective 24 January 2011. His remuneration as Managing Director and Chief Executive Officer under this agreement is to be inclusive of any directors’ fees which might otherwise be payable to him by the Company. (III) David Vinson The Company has engaged V B Fam Pty. Ltd. (“V B Fam”) to provide technical and operational services to the Company commencing 1 January 2011 and as from 24 January 2011 the services of Mr. D. Vinson as Executive Director - Operations of the Company, for an interim period of up to 4 months. This period was extended effective 1 May 2011 until 1 Business Day after the Completion Date as that term is defined in the SSA or 31 August 2011 whichever is the earlier. The agreement sets out in detail the duties of Mr. Vinson.

During this period in accordance with the agreement, the Company has paid or is required to pay V B Fam monthly fees of $4,000 for January 2011 and thereafter $6,000 per month. The Company may terminate this agreement by giving V B Fam 30 days’ notice otherwise this agreement will terminate automatically on the day Mr. Vinson’s Executive Employment Agreement comes into operation as detailed below. In satisfaction of a condition precedent applying to the SSA, the Company and Mr. Vinson were required to agree on terms of an Executive Employment Agreement which is to come into operation 1 Business Day after the Completion Date as that term is defined in the SSA. Under this employment agreement Mr. Vinson will be employed as Executive Director - Operations of the Company. The duties and responsibilities of this role are set out in detail in the agreement. Initially Mr. Vinson will be paid an annual salary of $190,000 (which will be reviewed annually), together with superannuation (at the applicable statutory rate) and will be entitled to 4 weeks annual leave, sick leave and other usual entitlements. Mr. Vinson’s employment may be terminated without notice for due cause or at the Company’s discretion at any time by giving 3 months’ notice. Alternatively, the Company may terminate Mr. Vinson’s employment at any time (and without cause) by giving Mr. Vinson 1 month’s notice and paying him an amount equivalent to 6 months of the Remuneration Cost (as that term is defined in the agreement) subject to deduction of applicable tax. Mr. Vinson was appointed as a Director of the Company effective 24 January 2011. His remuneration as Executive Director – Operations under this agreement is to be inclusive of any directors’ fees which might otherwise be payable to him by the Company. (IV) Mason Reiner The Company has engaged Modim Ventures, Inc (“Modim Ventures”) to provide the services of Mr. Reiner as Vice President – Strategy and Business Development for the Company effective from 1 January 2011 for an interim period of up to 4 months. This period was extended effective 1 May 2011 until 1 Business Day after the Completion Date as that term is defined in the SSA or 31 August 2011 whichever is the earlier. The agreement sets out in detail the duties of Mr. Reiner who is resident in Philadelphia in the United States.

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During this period in accordance with the agreement, the Company has paid or is required to pay Modim Ventures monthly fees of $4,250 for January 2011 and thereafter $5,000 per month. The Company may terminate this agreement by giving Modim Ventures 30 days’ notice. The Company has entered into a further Consultancy Agreement with Modim Ventures under which the services of Mr. Reiner will be provided for a term of 3 years (subject to extension by mutual agreement) commencing 1 Business Day after the Completion Date as that term is defined in the SSA. Under this agreement the Company will pay Modim Ventures (subject to annual reviews) the sum of $5,750 per month for providing Mr. Reiner’s services. SECTION 3 – DIRECTORS RECOMMENDATIONS Item 1 – Change in Nature and Scale of Activities Each of the Directors recommends that Shareholders vote in favour of this resolution. Item 2 Consolidation of Shares and Options Each of the Directors believes that the passing of this resolution is of benefit to the Company and central to its plans to acquire the balance of the shares which is does not already own in Blue Sundial and its participation in the SA Algal Biorefinery Project. Item 3 Approval of Issue of Bonus Options to

Existing Shareholders Each of Messrs. Streader, Roberts and Campi have an interest in the passing of this resolution and abstain from making a recommendation. Messrs. Goldman and Vinson, who do not hold Existing Shares in the Company, recommend that shareholders vote in favour of this resolution. Item 4 Acquisition of Shares in Blue Sundial Each of the Directors, other than Messrs. Goldman and Vinson who have an interest in the outcome of this resolution, recommends that Shareholders vote in favour of this resolution. Item 5 Issue of New Shares and Performance

Shares to Flinders Partners Each of the Directors' recommends that Shareholders vote in favour of this resolution. Item 6 Authorisation for an issue of New

Shares and New Options Each of the Directors' recommends that Shareholders vote in favour of this resolution.

Item 7 Authorisation for issue of Options to Directors and Management

Each Director to whom options are to be issued (ie Messrs. Streader, Goldman and Vinson) has a conflict of interest in relation to the resolution which, if passed, will authorise the grant of options to that Director. Accordingly, none of these Directors make a recommendation in relation to the resolution which involves the grant of options to himself and from which he is required to abstain from voting. The recommendation of the Directors of the Company and the reasons for that recommendation are therefore as follows: each Director (other than the relevant abstaining

Director) recommends that shareholders vote in favour of Items 7A to 7D inclusive; and

each of the Directors making the

recommendation to vote in favour of Resolutions 7A to 7D inclusive considers that those resolutions are in the best interests of the Company as recognition of the Grantee’s continued contribution to the Company’s progress to date and to further incentivise their ongoing performance and commitment to the Company.

SECTION 4 – ENQUIRIES Shareholders are invited to contact the Executive Chairman, Mr. P. C. Streader, on (03) 9510 5011 (International: + 613 9510 5011) if they have any queries in respect of the matters set out in these documents. SECTION 5 – INTERPRETATION Glossary In this Explanatory Statement the following terms have the meanings set out below: Appendix means an appendix annexed to and forming part of this Explanatory Statement. ASIC means Australian Securities and Investments Commission. ASX means ASX Limited (ABN 98 008 624 698) and, if the context requires, the prescribed financial market operated by it and/or one or more of its subsidiaries. ASX Listing Rules or Listing Rules means the Listing Rules of ASX. Blue Sundial means Blue Sundial Pty. Ltd. (ACN 129 055 232). BS Consideration Securities means 8,000,000 fully paid New Shares in Plentex together with 22,500,000 Performance Shares the terms of which are set out in Appendix D.

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Blue Sundial Vendors means the persons and companies listed in Appendix A. Board means the Board of Directors of the Company. Bonus Options means the free options to be offered to an Existing Shareholder pursuant to the approval sought in item 3 of this Explanatory Statement, the terms of which are set out in Appendix C. Company or Plentex means Plentex Limited (ACN 009 607 676). Completion means settlement of the acquisition following receipt of shareholder approval and satisfaction of all other settlement requirements. Constitution means the constitution of the Company. Corporations Act means the Corporations Act 2001 (Cwlth). Directors mean the current Directors of the Company. Directors and Management options means the options which are to be issued to Messrs. Streader, Goldman, Vinson and Reiner, subject to the approval by shareholders of the resolutions set out in Item 7 of the Notice of Meeting. The terms and conditions of these options are set out in Appendix F. EST means Australian Eastern Standard Time (Melbourne). Existing Option means an option to acquire a share in the capital of the Company which option is on issue as at the Record Date. As at the date of the Notice of Meeting the Company has on issue 3,559,575 options exercisable at 5 cents at any time prior to 30 June 2013. The terms and conditions of the Existing Options are set out in Appendix B. Existing Optionholder means the holder of an Existing Option. Existing Share means a share in the capital of the Company as at the Record Date. Existing Shareholder means the holder of a share in the capital of the Company as recorded in the Company's share register as at the Record Date. Explanatory Statement means this Explanatory Statement. Flinders Partners Pty. Ltd. (ABN 008 119 640) means Flinders Partners. FP Consideration Securities means 4,000,000 fully paid New Shares in Plentex together with 11,250,000 Performance Shares the terms of which are set out in Appendix C.

General Meeting or Meeting means the meeting of shareholders convened by the Notice. Hall Chadwick means Hall Chadwick Corporate (NSW) Limited (ACN 080 462 488). Independent Auditor means PKF. Independent Expert's Report means the independent expert's report prepared by Hall Chadwick and which is annexed to the Explanatory Statement. Lahare means Lahare Pty. Ltd. (ACN 114 680 867). MAP Capital means MAP Capital Advisors Pty. Limited (ACN 116 831 497). MAP Options means the 2,400,000 options to be issued to MAP Capital exercisable at 30 cents at any time prior to 30 June 2014. Melbourne Water means Melbourne Water Corporation. New Option means a new option to subscribe for a fully paid share in the Company at an exercise price of 25 cents at any time prior to 30 September 2014, the terms and conditions of which are set out in Appendix E. New Share means a fully paid ordinary share in the Company issued on a post consolidation basis. Notice or Notice of Meeting means the notice accompanying the Explanatory Statement. Option means an Existing Option, a Bonus Shareholder Option or a New Option, as the context requires. Option holder means the holder of an Option. Performance Share means an A class, B class or C class performance share, the terms and conditions of which are set out in Appendix D. Plentex means Plentex Limited (ACN 009 607 676). Proxy Form means the proxy form accompanying this Notice of Meeting and Explanatory Statement. Record Date means 7pm. (EST) on Tuesday 20th September 2011 (or such other date notified by the Company to ASX). Resolutions means the resolution contained in the Notice which shareholders will be asked to vote upon. SA Algal Biorefinery Project means the development of an algal biofuels demonstration scale facility on Torrens Island in South Australia to demonstrate a commercially competitive and sustainable technology for production of biofuels and co-products from microalgae.

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Sale Shares means the shares in the capital of Blue Sundial which are to be sold by the Blue Sundial Vendors to the Company pursuant to the SSA. Security holder means a holder of a share or an option. Share means a fully paid ordinary share in the capital of the Company, and where the context requires, includes an Existing Share or a New Share. Shareholder means a holder of a Share. SSA means the Sale of Shares Agreement made between the Company and the Blue Sundial Vendors dated 17 June 2010 (as varied) by a Deed of Variation dated 25 February 2011 made between the Company and the Blue Sundial Vendors. V B Fam means V B Fam Pty. Ltd. (ACN 114 181 645).

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APPENDIX A

Details of Blue Sundial Vendors

Vendors' name

Sale Shares (Blue Sundial Pty Ltd shares held by the Vendors)

BS Consideration Securities Initial Shares

(fully paid ordinary Plentex Limited shares)

Performance Shares Class A Performance Shares Class B Performance Shares Class C Performance Shares

Lahare Pty Ltd [ACN 114 680 867]

205

1,424,848 1,246,742 A Class

623,371 B Class 2,137,272 C Class

Laurient Holdings Pty Ltd [ACN 078 946 442]

80 556,038 486,533A Class 243,267 B Class 834,057 C Class

Mason Reiner Philadelphia, United States of America

205 1,424,848 1,246,742 A Class

623,371 B Class 2,137,272 C Class

Tomy Investments Pty Ltd [ACN 116 994 980]

305 2,119,896 1,854,909A Class

927,454 B Class 3,179,844 C Class

V B Fam Pty Ltd [ACN 114 181 645]

205 1,424,848 1,246,742 A Class

623,371 B Class 2,137,272 C Class

Lancaster Capital Pty Ltd [ACN 120 455 352]

60 417,029 364,900 A Class 182,450 B Class 625,543 C Class

Bridge Capital Partners Pty Ltd (In liquidation) Ontario, Canada

91 632,493 553,432 A Class 276,716 B Class 948,740 C Class

TOTAL 1,151 8,000,000 7,000,000 A Class3,500,000 B Class

12,000,000 C Class * All references to the numbers of Initial Shares and Performance Shares set out above are to post-consolidation numbers of shares.

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APPENDIX B

Terms and Conditions of Existing Options

Rights attaching to the Existing Options are as follows:

(a) Each Existing Option entitles the holder to acquire one fully paid ordinary share in the capital of the Company.

(b) The Existing Options are exercisable at any time prior to 5:00 pm Melbourne time on 30 June 2013 ("the Exercise Period") by completing the Existing Option exercise form and delivering it together with the payment for the number of shares in respect of which the Existing Options are exercised to the registered office of the Company. Any Existing Option that is not exercised during the Exercise Period automatically lapses.

(c) The exercise price of the Existing Options is 5 cents ($0.05) per option payable in full on exercise.

(d) Subject to the Corporations Act, the ASX Listing Rules, and the Constitution of the Company, Existing Options are freely transferable. All shares issued upon exercise of Options will rank pari passu in all respects with, and will have the same terms as, the Company's then issued fully paid ordinary shares. The Company will apply for official quotation by ASX of all shares issued upon exercise of Existing Options, subject to any restriction obligations imposed by ASX.

(e) The Existing Options will not give any right to participate in dividends until shares are issued pursuant to the exercise of the relevant options.

(f) There are no participation rights or entitlements inherent in the Existing Options. Option holders are not entitled to participate in new issues of securities offered to shareholders without first exercising the Existing Options. Subject to any waiver granted by ASX, the Company will send notices to Existing Option holders at least five business days prior to the record date applying to offers of securities made to shareholders during the currency of the Existing Options.

(g) In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the expiry of the Exercise Period, the number of Existing Options or the exercise price of the Existing Options or both shall be reconstructed in accordance with the ASX Listing Rules applying to a reorganisation of capital at the time of the reconstruction

(h) Shares issued upon the exercise of Existing Options will be fully paid ordinary shares and will have the same voting and other rights as the existing shares of the Company.

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APPENDIX C

Terms and Conditions of Bonus Options Rights attaching to the Bonus Options are as follows:

(a) Each Bonus Option entitles the holder to acquire one fully paid ordinary share in the capital of the Company.

(b) The Bonus Options are exercisable at any time prior to 5:00 pm Melbourne time on 30 November 2013 ("the Exercise Period") by completing the Bonus Option exercise form and delivering it together with the payment for the number of shares in respect of which the Bonus Options are exercised to the registered office of the Company. Any Bonus Option that is not exercised during the Exercise Period automatically lapses.

(c) The exercise price of the Bonus Options is 25 cents ($0.25) per option payable in full on exercise.

(d) Subject to the Corporations Act, the ASX Listing Rules, and the Constitution of the Company, Bonus Options are freely transferable. All shares issued upon exercise of Options will rank pari passu in all respects with, and will have the same terms as, the Company's then issued fully paid ordinary shares. The Company will apply for official quotation by ASX of all shares issued upon exercise of Bonus Options, subject to any restriction obligations imposed by ASX.

(e) The Bonus Options will not give any right to participate in dividends until shares are issued pursuant to the exercise of the relevant Bonus Options.

(f) There are no participation rights or entitlements inherent in the Bonus Options. Bonus Option holders are not entitled to participate in new issues of securities offered to shareholders without first exercising the Bonus Options. Subject to any waiver granted by ASX, the Company will send notices to Bonus Option holders at least five business days prior to the record date applying to offers of securities made to shareholders during the currency of the Bonus Options.

(g) In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the expiry of the Exercise Period, the number of Bonus Options or the exercise price of the Bonus Options or both shall be reconstructed in accordance with the ASX Listing Rules applying to a reorganisation of capital at the time of the reconstruction

(h) Shares issued upon the exercise of Bonus Options will be fully paid ordinary shares and will have the same voting and other rights as the existing shares of the Company.

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APPENDIX D

Terms and Conditions of Performance Shares

PART A – CLASS A PERFORMANCE SHARES

The following Milestone applies to Class A Performance Shares and is deemed to form part of the terms of issue of Class A Performance Shares:

“The completion of construction, commissioning and successful operation over a continuous period of not less than twenty (20) eight (8) hour days (over the course of six (6) consecutive weeks) of the Demonstration Unit at any location in Australia, including obtaining all required regulatory approvals. For avoidance of doubt, successful operation includes full operation of the Demonstration Unit for a minimum of eight (8) consecutive hours on each of the twenty (20) days.”

Class A Performance Shares shall have, and shall be deemed to be issued on, the following terms: (a) (Class A Performance Shares): A "Class A

Performance Share" is a share in the capital of Plentex Limited.

(b) (General Meetings): A Class A Performance Share shall confer on the holder (Holder) the right to receive notices of general meetings and financial reports and accounts of Plentex Limited that are circulated to shareholders. Holders have the right to attend general meetings of shareholders.

(c) (No Voting Rights): A Class A Performance Share does not entitle the Holder to vote on any resolutions proposed at a general meeting of shareholders of Plentex Limited.

(d) (No Dividend Rights): A Class A Performance Share does not entitle the Holder to any dividends.

(e) (Rights on Winding Up): The Holder is not entitled to participate in the surplus assets or profits of Plentex Limited in a winding up.

(f) (Not Transferable): A Class A Performance Share is not transferable.

(g) (Issues and Reorganisation of Capital): A Class A Performance Share does not entitle the Holder to participate in any bonus issue, pro rata issue or any other issue or rights to subscribe for fully paid ordinary shares or any other securities issued by Plentex Limited.

Further if at any time the issued capital of Plentex Limited is reconstructed, all rights of a Holder will be changed as if each A Class Performance Share held by the Holder was a fully paid ordinary share, to the extent necessary to comply with the applicable ASX Listing Rules at the time of reorganisation.

(h) (No Other Rights): A Class A Performance Share gives the Holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

(i) (Conversion): Subject to clause (m) below, each Class A Performance Share will convert into one fully paid ordinary share in Plentex Limited (Share) upon the announcement by Plentex Limited of the successful achievement of the Milestone specified at the time of, and/or as a condition of, its issue.

(j) (Conversion Procedure): Plentex Limited will issue the Holder with a new holding statement for the Shares as soon as practicable following the conversion of Class A Performance Shares into Shares in accordance with clause (i).

(k) (Lapse): If the Milestone is not achieved within fifteen (15) months of issue of the Class A Performance Shares, all Class A Performance Shares will lapse and automatically be cancelled by redemption for a total aggregate amount of one dollar for all the then issued Class A Performance Shares.

(l) (Quotation – Application to ASX): A Class A Performance Share will not be quoted on the ASX. However, following conversion of Class A Performance Shares into shares Plentex Limited must within seven (7) days of the date upon which Plentex Limited’s securities then on issue are re admitted to quotation, apply for official quotation of the Shares arising from conversion on ASX.

(m) (Compliance with Law): The conversion of the Class A Performance Shares is subject to compliance at all times with the Corporations Act and the Listing Rules of ASX.

(n) (Ranking of Shares): The Shares into which the Class A Performance Shares will convert will rank pari passu in all respects with existing Shares.

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PART B – CLASS B PERFORMANCE SHARES The following Milestone applies to Class B Performance Shares and is deemed to form part of the terms of issue of Class B Performance Shares:

"The completion of a positive Definitive Feasibility Study for the Commercial Processing Unit to be located anywhere in Australia."

Class B Performance Shares shall have, and shall be deemed to be issued on, the following terms: (a) (Class B Performance Shares): A "Class B


(b) (General Meetings): A Class B Performance Share shall confer on the holder (Holder) the right to receive notices of general meetings and financial reports and accounts of Plentex Limited that are circulated to shareholders. Holders have the right to attend general meetings of shareholders of Plentex Limited.

(c) (No Voting Rights): A Class B Performance Share does not entitle the Holder to vote on any resolutions proposed at a general meeting of shareholders of Plentex Limited.

(d) (No Dividend Rights): A Class B Performance Share does not entitle the Holder to any dividends.


(f) (Not Transferable): A Class B Performance Share is not transferable.

(g) (Issues and Reorganisation of Capital): A Class B Performance Share does not entitle the Holder to participate in any bonus issue, pro rata issue or any other issue or rights to subscribe for fully paid ordinary shares or any other securities issued by Plentex Limited.


(h) (No Other Rights): A Class B Performance Share gives the Holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

(i) (Conversion): Subject to clause (m) below, each Class B Performance Share will convert into one fully paid ordinary share in Plentex Limited (Share) upon the announcement by Plentex Limited of the successful achievement of the Milestone specified at the time of, and/or as a condition of, its issue.

(j) (Conversion Procedure): Plentex Limited will issue the Holder with a new holding statement for the Shares as soon as practicable following the conversion of Class B Performance Shares into Shares in accordance with clause (i).

(k) (Lapse): If the Milestone is not achieved within twenty-one (21) months of issue of the Class B Performance Shares, all Class B Performance Shares will lapse and automatically be cancelled by redemption for a total aggregate amount of one dollar for all the then issued Class B Performance Shares

(l) (Quotation – Application to ASX): A Class B Performance Share will not be quoted on the ASX. However, following conversion of Class B Performance Shares into shares Plentex Limited must within seven (7) days of the date upon which Plentex Limited’s securities then on issue are re admitted to quotation, apply for official quotation of the Shares arising from conversion on ASX.

(m) (Compliance with Law): The conversion of the Class B Performance Shares is subject to compliance at all times with the Corporations Act and the Listing Rules of ASX.

(n) (Ranking of Shares): The Shares into which the Class B Performance Shares will convert will rank pari passu in all respects with existing Shares.

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PART C – CLASS C PERFORMANCE SHARES The following Milestone applies to Class C Performance Shares and is deemed to form part of the terms of issue of Class C Performance Shares:

“The completion of construction, commissioning and successful operation over a continuous period of not less than thirty (30) days of the Commercial Processing Unit anywhere in Australia, including all required regulatory approvals.”

Class C Performance Shares shall have, and shall be deemed to be issued on, the following terms: (a) (Class C Performance Shares): A "Class C


(b) (General Meetings): A Class C Performance Share shall confer on the holder (Holder) the right to receive notices of general meetings and financial reports and accounts of Plentex Limited that are circulated to shareholders. Holders have the right to attend general meetings of shareholders of Plentex Limited.

(c) (No Voting Rights): A Class C Performance Share does not entitle the Holder to vote on any resolutions proposed at a general meeting of shareholders of Plentex Limited.

(d) (No Dividend Rights): A Class C Performance Share does not entitle the Holder to any dividends.


(f) (Not Transferable): A Class C Performance Share is not transferable.

(g) (Issues and Reorganisation of Capital): A Class C Performance Share does not entitle the Holder to participate in any bonus issue, pro rata issue or any other issue or rights to subscribe for fully paid ordinary shares or any other securities issued by Plentex Limited.


(h) (No Other Rights): A Class C Performance Share gives the Holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

(i) (Conversion): Subject to clause (m) below, each Class C Performance Share will convert into one fully paid ordinary share in Plentex Limited (Share) upon the announcement by Plentex Limited of the successful achievement of the Milestone specified at the time of, and/or as a condition of, its issue.

(j) (Conversion Procedure): Plentex Limited will issue the Holder with a new holding statement for the Shares as soon as practicable following the conversion of Class C Performance Shares into Shares in accordance with clause (i).

(k) (Lapse): If the Milestone is not achieved within thirty (30) months of issue of the Class C Performance Shares, all Class C Performance Shares will lapse and automatically be cancelled by redemption for a total aggregate amount of one dollar for all the then issued Class C Performance Shares.

(l) (Quotation – Application to ASX): A Class C Performance Share will not be quoted on the ASX. However, following conversion of Class C Performance Shares into shares Plentex Limited must within seven (7) days of the date upon which Plentex Limited’s securities then on issue are re admitted to quotation, apply for official quotation of the Shares arising from conversion on ASX.

(m) (Compliance with Law): The conversion of the Class C Performance Shares is subject to compliance at all times with the Corporations Act and the Listing Rules of ASX.

(n) (Ranking of Shares): The Shares into which the Class C Performance Shares will convert will rank pari passu in all respects with existing Shares.

PART D – RELEVANT DEFINITIONS APPLYING TO PERFORMANCE SHARES (a) “Demonstration Unit” means a facility

capable of growing, harvesting and processing a minimum of 19,350 litres per day of water containing algae and converting it into algae oil and algae biomass; and

(b) “Commercial Processing Unit” means a

facility capable of growing, harvesting and processing approximately 1,890 litres per minute of water containing algae and converting it into algae oil and algae biomass.

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APPENDIX E

Terms and Conditions of New Options to be issued under Public Issue (“New Options”) The following is a summary of the conditions, rights and liabilities attaching to all New Options issued under this Prospectus. (a) Entitlement Each New Option entitles the holder to subscribe for one Share in the Company upon exercise of the New Option and payment of the Exercise Price. (b) Exercise Price The exercise price of each New Option is 25 cents ($0.25) per Share (“Exercise Price”). (c) Exercise Period The exercise period of each New Option will commence on the date of issue and will expire at 5.00pm. (EST) on 30 September 2014 (“Expiry Date”). (d) Exercise of New Options A New Option which has not lapsed may be exercised before 30 September 2014 by the holder completing an exercise notice and lodging it with the Company in the manner determined by the Board from time to time together with payment for the Shares at the Exercise Price. The Company will, within 14 days after the end of the month in which an exercise notice is received, allot the number of Shares referred to in the exercise notice. Unless a New Option has previously been exercised, it lapses on and may not be exercised by the holder after the Expiry Date. (e) Issues and Reorganisations A holder is not entitled by reason only of being a holder of New Options to participate in any bonus issue, pro rata issue or any other issue of rights to subscribe for additional Shares or any other securities to be issued by the Company. If the Company makes a pro rata issue, other than a bonus issue, the Exercise Price will be reduced according to the formula in Listing Rule 6.22.2. If the Company makes a bonus issue, the number of Shares over which a New Option is exercisable will be increased, in accordance with Listing Rule 6.22.3, by the number of Shares which the holder would have received if the New Option had been exercised immediately prior to the date on which entitlements are ascertained for the holders of Shares to participate in the bonus issue.

While a New Option remains unexercised, if the Company reorganises its issued capital (including a consolidation of capital, subdivision of capital, return of capital, reduction of capital by a cancellation of paid up capital that is lost or not represented by available assets where no securities are cancelled, a pro rata cancellation of capital or in any other case), the number or Exercise Price of New Options or both to which the holder is entitled will be adjusted in accordance with the Listing Rule 7.22. This is subject to the same provisions with respect to rounding of entitlements as sanctioned by the meeting of shareholders approving the reorganisation of capital. Any other rights of the holder will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation, but in all other respects the terms for the exercise of New Options shall remain unchanged. (f) Shares issued pursuant to exercise of New

Options Shares issued pursuant to the exercise of a New Option rank pari passu in all respects with all ordinary issued Shares of the Company. The Company must use its best endeavours to have Shares issued pursuant to the exercise of a New Option quoted on the ASX. A holder has no interest in Shares the subject of New Options until those New Options are exercised and the Shares allotted to the holder following that exercise. (g) Transfer of New Options A holder may transfer a New Option within the Exercise Period by instrument in any form which complies with the Company’s constitution, the Corporations Act, the Listing Rules and the ASTC Settlement Rules. If the New Options are quoted on ASX, a New Option may be transferred under a computerised and electronic system for trading in securities permitted by the Listing Rules, in accordance with the Listing Rules and the ASTC Settlement Rules. The Directors may refuse to register a transfer of New Options only in those limited circumstances permitted by the Listing Rules. F

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APPENDIX F

Terms and Conditions of Directors/Management Options wPlease note that the terms below are the general ‘pro-forma’ terms applicable to the options proposed to be granted to the Non-executive Directors. The terms below must be read in conjunction with Item 7 of the Explanatory Statement, which summaries the exercise price and expiry date for these options. A. General Terms and Conditions of Options (a) The options may be exercised subject to

satisfaction of the share price hurdle referred to in B below, at any time prior to 30 November 2014.

(b) Options not exercised on or before

30 November 2014 will automatically lapse. (c) Options may only be exercised by notice in

writing to the Board delivered to the registered office of the Company. The notice must specify the number of Options being exercised and must be accompanied by:

(i) the exercise price for the number of Options

specified in the notice; and (ii) the certificate for those Options (if one

has been provided), for cancellation by the Company.

The notice is only effective (and only becomes effective) when the Company has received value for the full amount of the exercise price (for example, if the exercise price is paid by cheque, by clearance of that cheque).

(d) All shares of the Company allotted upon exercise of Options rank pari passu in all respects with the fully paid ordinary shares of the Company previously issued and, in particular, shall have rights to participate fully in:

(i) dividends declared by the Company after

the date of allotment; and (ii) all issues of securities made or offered pro

rata to holders of ordinary shares of the Company.

(e) The shares issued pursuant to the Options only

carry an entitlement to participate in new issues of securities to holders of ordinary shares if an Option has been exercised and those shares allotted in respect of the Option before the record date for determining entitlements to the issue.

(f) If there is a bonus share issue (Bonus Issue) to

the existing holders of ordinary shares, the number of ordinary shares over which an Option is exercisable will be increased by the number of ordinary shares which the holder would have received if the Option had been exercised before the record date for the Bonus Issue (Bonus shares). The Bonus shares will be paid up by the Company out of the profits or reserves (as the case may be) in the same manner as was

applied in the Bonus Issue and upon issue rank pari passu in all respects with the other shares of that class on issue at the date of the Bonus shares.

(g) If there is a pro rata issue (other than a Bonus

Issue) to the existing holders of ordinary shares during the currency of, and prior to the exercise of any Options, the exercise price of the Options will be adjusted in the manner provided for in the Listing Rules.

(h) If, prior to the expiry of any Options, there is a

reorganisation of the issued capital of the Company, Options will be reorganised in accordance with the Listing Rules.

B. Specific Terms and Conditions of Options The specific terms of the options are detailed below:

Each option issued to Messrs. Streader, Goldman, Vinson and Reiner is subject to a price hurdle and can only be exercised if the Plentex share price has traded at or above 35 cents per share for at least 30 trading days in the period commencing on the date of requotation by the ASX of Plentex’s securities and the date upon which the option is exercised, being on or before 5.00pm. EST on 30 November 2014.

The options issued to each of the above

persons will be at no cost to them. The exercise price of each option will be

thirty (30) cents. Each option entitled the holder to subscribe for one (1) fully paid ordinary share in Plentex.

Options will not be assignable or

transferable, except to related parties, and only with the prior written consent of the Board of Directors (which shall not be unreasonably withheld, except in the case of the death of the holder when the options may be transmitted to the personal representative of the deceased).

The holders of the options will not receive

any loans in relation to any exercise of options.

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ATTACHMENT A

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18 August 2011 The Directors Plentex Limited Level 2 616 St Kilda Road, MELBOURNE VIC 3004 Dear Sirs, Independent Expert’s Report on the Proposed Issue of Shares by Plentex Limited

1. INTRODUCTION

Background

1.1 Plentex Limited (“Plentex” or “the Company”) currently holds a 10.7% interest in Blue Sundial Pty Limited (“Blue Sundial”), a company involved in the development of algae oil for use in the biofuel and biomass industries.

1.2 Plentex has entered into a Sale of Shares Agreement for the acquisition of the remaining 89.3% of the issued shares in Blue Sundial in consideration for the issue of shares in Plentex.

1.3 As announced on 6 June 2011, Plentex has also entered into an agreement with Flinders Partners Pty Ltd (“Flinders Partners”), a wholly owned subsidiary of Flinders University, to participate in an algae production demonstration project based in South Australia (“SA Algal Biorefinery Project”).

1.4 Flinders Partners is the commercial arm of Flinders University and has access to research, infrastructure, resources and intellectual property relevant to the production of biofuels and high value bio products and chemicals from microalgae feedstocks through Flinders University and the South Australian Research and Development Institute (SARDI). The SA Algal Biorefinery Project has been created to construct and operate a demonstration scale micro algae growing, processing and biorefinery facility on Torrens Island, South Australia as well as to carry out a feasibility study for a commercial scale seawater based algae biorefinery production facility.

1.5 In conjunction with the plan to acquire the balance of the shares in Blue Sundial, Plentex believes its agreement with Flinders Partners will bring together a combination of technical, commercial and government resources necessary to work towards building a successful Australian algae business to produce algae-based raw materials for renewable fuel, energy, livestock feed and nutraceuticals.

1.6 The agreements with Blue Sundial and Flinders Partners summarised above and detailed in section 2 are interdependent and collectively referred to in this report as the “Transaction”.

1.7 A condition of the Transaction agreements is that ASX agree to reinstate the shares of the Company to official quotation, and a proposed $10 million capital raising through the issue of 40 million shares (“the Capital Raising”) occurs.

1.8 Assuming approval of the Transaction and the Capital Raising occurring, Blue Sundial shareholders and Flinders Partners will be entitled to a voting interest of 11.7% and 5.8% respectively of Plentex’s issued ordinary shares. As the Performance Shares do not carry any voting rights they have not been included in the percentage interest calculations for the purposes of section 606(1) of the Corporations Act. Further information on the capital structure of the Company and equity interests is included in section 2.

HALL CHADWICK CORPORATE (NSW) LIMITED

ACN 080 462 488

SYDNEY

Level 29, St Martin’s Tower 31 Market Street Sydney

NSW 2000 Australia

GPO Box 3555 Sydney NSW 2001

Ph: (612) 9263 2600

Fx: (612) 9263 2800

E: hcsydinfo@hallchadwick.

com.au

www.hallchadwick.com.au

A member of AGN International Ltd, a

worldwide association of separate and independent accounting and consulting

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1.9 Daniel Goldman and David Vinson are Directors of Plentex and their respective associated companies, Lahare Pty Ltd and V B Fam Pty Ltd, are shareholders of Blue Sundial and therefore related parties of the Company.

Purpose of Report

1.10 Shareholder approval is required for the Transaction under Corporations Act and ASX Listing requirements as it involves the issue of shares to related parties of Plentex and an issue of shares greater than that allowed without shareholder approval under ASX Listing Rule 7.1.

1.11 You have requested Hall Chadwick Corporate (NSW) Limited (“HCC”) to prepare an Independent Expert’s Report to advise the shareholders of Plentex Limited (“Plentex”), other than those associated with the proposed issue of Plentex shares to Blue Sundial and Flinders Partners (“Non-Associated Shareholders”), whether the Transaction is fair and reasonable when considered in the context of the interests of Non-Associated Shareholders and to set out the reasons for our conclusions.

1.12 HCC understands and has agreed that this report will accompany the notice to convene a meeting of Plentex shareholders, to assist the Non-Associated Shareholders in their consideration of the Transaction.

Opinion

1.13 In our opinion, the Transaction is fair and reasonable to the Non-Associated Shareholders of Plentex.

1.14 The ultimate decision however on whether to accept the Transaction should be based on shareholders own assessment of their circumstances.

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2. OUTLINE OF THE TRANSACTION

2.1 Plentex has entered into a Sale of Shares Agreement with the vendors of Blue Sundial Pty Limited (“Blue Sundial”) for the acquisition of the 89.3% of the issued shares in Blue Sundial, not currently held by Plentex, in consideration for the issue of shares in Plentex as detailed in the resolutions below.

2.2 Plentex has also entered into a Term Sheet with Flinders Partners to participate in the SA Algal Biorefinery Project. Subject to the satisfaction of conditions precedent detailed below, Plentex will issue fully paid ordinary shares and Performance Shares to Flinders Partners as detailed below, and provide funding for the SA Algal Biorefinery Project up to an amount of $4.5 million (“Funding”). In addition to the SA Algal Biorefinery Project, Flinders University, as recipient of a Premier’s Science and Research Fund (PSRF) Grant is undertaking a project described as “Developing a proof-of-concept facility for microalgal biodiesel feedstock and value-added products to pioneer a sustainable South Australian biofuels industry” (“PSRF Project”), in conjunction with SARDI. The PSRF Project is partially completed, and outcomes from the PSRF Project have been identified by Flinders Partners as being necessary or desirable for the conduct of the SA Algal Biorefinery Project.

2.3 In consideration for the Funding and the issue of Shares and Performance Shares, Plentex will have exclusive commercialisation rights to all intellectual property (IP”) developed by Flinders University and SARDI as part of the SA Algal Biorefinery Project. Plentex will acquire from Flinders Partners exclusive rights to the IP now held and subsequently developed during the SA Algal Biorefinery Project, together with project hardware and access to existing equipment currently used in the project. These issues are detailed further in section 7.

2.4 The resolutions to be put to shareholders relating to the Transaction include:

Item 1 – Change in Nature and Scale of Activities

That, subject to the resolutions in Items 2, 3, 4, 5 and 6 being passed, for the purposes of ASX Listing Rule 11.1.2, approval is given for the Company to change the nature and scale of its activities.

The acquisition by the Company of Blue Sundial and participation in the SA Algal Biorefinery Project will result in the Company changing its business to become a supplier of algae oil to the biodiesel and fuel industries as well as a supplier of algae biomass for the production of renewable power and animal feed. If this resolution is passed, the Company’s main business activities will be of a significantly different nature from its previous mineral exploration and development activities.

Item 2 – Consolidation of Shares and Existing Options

That, subject to the resolutions in Items 1, 3, 4, 5 and 6 being passed, for the purposes of Section 254H of the Corporations Act, the issued capital of the Company be consolidated on the basis that:

(a) every five (5) ordinary shares be consolidated into one (1) ordinary share; and (b) every five (5) Existing Options over ordinary shares be consolidated into one (1) option over an

ordinary share, with the exercise price of the option increasing by a multiple of 5 times. Item 3 – Issue of Free Bonus Options to Existing Shareholders

Item 3A - issue of Free Bonus Options to non-related parties of the Company

That, subject to the resolutions in Items 1, 2, 3B, 4A, 4B, 5 and 6 being passed, in accordance with ASX Listing Rule 7.1, the Company and the Directors are hereby authorised to issue up to 12,455,861 free Bonus Options to the shareholders of the Company, such options to be exercisable at 25 cents per share at any time prior to 30 November 2013.

Item 3B - issue of Free Bonus Options to related parties of the Company

That, subject to the resolutions in Items 1, 2, 3A, 4A, 4B, 5 and 6 being passed that in accordance with the provisions of ASX Listing Rule 10.11, the Company and the Directors are hereby authorised to issue up to 3,936,631 free Bonus Options to the related party shareholders of the Company, such options to be exercisable at 25 cents per share at any time prior to 30 November 2013. Item 4 – Acquisition of Shares in Blue Sundial

Item 4A - Issue of shares to non-related Blue Sundial Vendors

That, subject to the resolutions in Items 1, 2, 3A, 3B, 4B, 5 and 6 being passed, for the purposes of ASX Listing Rule 7.1, the shareholders of the Company approve:

(a) the acquisition by the Company of all the issued shares (other than the issued shares currently

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owned by the Company) in Blue Sundial from the non-related Blue Sundial Vendors under the terms of the Sale of Shares Agreement dated 17 June 2010 (as varied) (“the SSA”); and


(i) 5,150,304 fully paid ordinary shares in the capital of the Company, and (ii) 14,485,230 Performance Shares in the Company (the terms of which are summarised in section 2.8),

to the non-related Blue Sundial Vendors as consideration for the Company's acquisition of those Blue Sundial Vendors’ shares in Blue Sundial. Item 4B - Issue of shares to related Blue Sundial Vendors

That, subject to the resolutions in Items 1, 2, 3A, 3B, 4A, 5 and 6 being passed, for the purposes of Chapter 2E of the Corporations Act the ASX Listing Rules (including Chapters 10 and 11), the shareholders of the Company approve: (a) the acquisition by the Company of all the issued shares (other than the issued shares currently

owned by the Company) in Blue Sundial from the related Blue Sundial Vendors under the terms of the Sale of Shares Agreement dated 17 June 2010 (as varied) (“the SSA”); and


(i) 2,849,696 fully paid ordinary shares in the capital of the Company, and (ii) 8,014,770 Performance Shares in the Company, to the Blue Sundial Vendors related to the Company in the proportions set out in Appendix A of the Notice of Meeting as consideration for the Company's acquisition of those Blue Sundial Vendors’ shares in Blue Sundial. The table in section 1.12 of the Explanatory Statement summarises the holdings of shares and options of related parties of the Company, including those shares proposed to be issued to Blue Sundial vendors who are related parties of the Company pursuant to Item 4A.

Item 5 – Issue of New Shares and Performance Shares to Flinders Partners

That, subject to the resolutions in Items 1, 2, 3, 4 and 6 being passed, for the purposes of ASX Listing Rule 7.1, the Company and the Directors are hereby authorised to issue:

(i) 4,000,000 fully paid ordinary shares in the capital of the Company, and (ii) 11,250,000 Performance Shares in the Company (the terms of which are summarised in section 2.8),

to Flinders Partners as consideration for the Company's acquisition of the exclusive rights to the intellectual property now held by Flinders Partners and intellectual property subsequently developed during the SA Algal Biorefinery Project together with hardware used in, developed or acquired for the purposes of the project” (referred to in this report as the “SA Algal Biorefinery Project”).

Item 6 – Authorisation for an Issue of New Shares and New Options

That, subject to the resolutions in Items 1, 2, 3, 4 and 5 being passed, in accordance with the provisions of ASX Listing Rule 7.1, the Company and the Directors are hereby authorised to issue up to 40,000,000 New Shares in the Company at an issue price of 25 cents per share with each New Share carrying an attaching free New Option exercisable at 25 cents at any time prior to 30 September 2014 to such persons as the Company and the Directors think fit." (“the Capital Raising”).

2.5 There is also a resolution being put to Shareholders regarding the issue of 6,750,000 options to directors and management which is not directly related to the Transaction. This is summarised in the Company’s Notice of Meeting (Item 7) and Explanatory Statement which is to accompany this report.

2.6 The resolutions detailed above are interdependent. The Company must obtain approval for its change in activities and consolidation of shares before the transactions with Blue Sundial and Flinders Partners can proceed. Completion of the Transaction is also conditional on ASX agreeing to reinstate shares of the Company to official quotation. It is also a condition precedent of the Flinders Partners agreement that the proposed Capital Raising is successfully completed.

2.7 As approval of the Blue Sundial and Flinders Partners transactions are interdependent, we have provided an opinion on the Transaction as a whole in this report. References to the “Transaction Assets” refer to the Blue Sundial Shares being acquired and the SA Algal Biorefinery Project, which are detailed in section 7.

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2.8 The Performance Shares issued to Blue Sundial shareholders and Flinders Partners shall convert to fully paid ordinary shares in the capital of the Company on a one for one basis upon achievement of the relevant milestones as set out in the following table:

Class of

Performance Share

Milestone

Class A The completion of construction, commissioning and successful operation over a continuous period of not less than twenty (20) eight (8) hour days (over the course of six (6) consecutive weeks) of the Demonstration Unit at any location in Australia, including obtaining all regulatory approvals.

Class B The completion of a positive Definite Feasibility Study for the Commercial Processing Unit to be located anywhere in Australia.

Class C The completion of construction, commission and successful operation over a continuous period of not less than 30 days of the Commercial Processing Unit anywhere in Australia, including all required regulatory approvals.

2.9 The issue of shares to Blue Sundial shareholders is subject to a number of conditions precedent to be

satisfied by 31 August 2011 unless that date is extended by mutual agreement of the parties:

(a) The approval of the Transaction by the Company's shareholders in a General Meeting; (b) The Company confirming in writing to the Vendors' Representatives that it has cash on hand or at

bank of not less than $2,500,000 available to it; (c) ASX agreeing to reinstate shares of the Company to official quotation; (d) Obtaining all regulatory approvals required for or to give effect to the Transaction. The issue of shares to Flinders Partners is subject to the following conditions precedent:

(a) Agreement between and adoption by Flinders Partners and Plentex of the detailed expenditure

budget to establish the Funding amount;

(b) Plentex obtaining such shareholder approvals as are necessary or desirable to permit it to:

A. Consolidate its existing share capital;

B. Complete the Sale of Shares Agreement with Blue Sundial and acquire the remaining shares in Blue Sundial;

C. Issue fully paid ordinary shares and performance shares to Blue Sundial vendors (or their nominees) and Flinders Partners;

D. Issue 'free' options to all Plentex shareholders;

E. Issue up to 40 million shares together with attaching options by way of prospectus to the public to raise up to approximately $10 million ("Prospectus Capital Raising");

(c) Successful completion by Plentex of the Prospectus Capital Raising by 31 August 2011 (or such

later date as the parties may agree in writing), to enable Plentex's securities to be re-admitted to official quotation of the ASX and for it to provide the Funding;

(d) Plentex having been notified by ASX that its shares and options will be reinstated to ASX;

(e) The Parties obtaining all requisite approvals from regulatory bodies;

(f) Flinders Partners and the counterparty or counterparties named or described below executing the

following agreements in a form and on terms satisfactory to Plentex (which may include Plentex being specified as a party or as being entitled to the benefit of the agreement, as determined by Plentex), by no later than 20 June 2011:

i) Research Agreements between Flinders Partners and SARDI, and Flinders Partners and Flinders University for the purposes of the SA Algal Biorefinery Project;

ii) a deed or deeds which confirm (unless confirmed in the above deeds or agreements) the arrangements detailed in section 1.6 part (iii) of the Explanatory Memorandum (relating to the Plentex Acquisition of Technology and Hardware discussed in section 7.6 of this report);

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iii) a license of the PSRF IP to Plentex;

iv) a Memorandum of Understanding is entered into for the Torrens Island Land;

(g) Execution of the Project Development Agreement by Plentex and Flinders Partners; and

(h) The Parties obtaining biosafety approval if necessary.

The date "31 August 2011" in paragraph (c) above shall be deemed to have been amended to the date which is later than 20 June 2011 by as many days as the period between the date of the Flinders Partners agreement and the date upon which Plentex receives written confirmation from Flinders Partners that the conditions precedent in paragraphs (f) and (g) have been fulfilled.

2.10 MAP Capital has been engaged by the Company as exclusive financial advisors to assist the Company with this capital raising. Under the terms of their engagement MAP Capital has been paid a total of $44,000 (inclusive of GST) and is to be issued with 2,400,000 free options (MAP Options) exercisable at 30 cents at any time prior to 30 June 2014, as consideration for providing financial advisory services. In addition, MAP Capital will be paid a success based fee of 6% of the funds which it raises.

2.11 The following table shows the effect on the share capital of Plentex after the Transaction (prior to the proposed capital raising):

Effect on Ordinary Shares Number of Shares

Ordinary shares on issue (after 1:5 consolidation) 16,392,492 The Capital Raising 40,000,000 Shares issued as part of the Transaction 12,000,000 Total ordinary shares on issue after the Transaction (prior to conversion of any options and the issue of performance shares) 68,392,492

Maximum number of performance shares to convert to ordinary shares on satisfaction of milestones 33,750,000

Maximum number of ordinary shares after the Transaction if all performance shares are converted to ordinary shares

102,142,492

2.12 When the Transaction and Capital Raising is approved and completed (excluding performance shares), Blue

Sundial shareholders and Flinders Partners will be entitled to a voting interest of 11.7% and 5.8% respectively of Plentex’s issued ordinary shares.

2.13 When the Transaction is approved and completed and after conversion of Performance Shares in the event all milestones are achieved, Blue Sundial shareholders and Flinders Partners will be entitled to an interest of 29.9% and 14.9% respectively of Plentex’s issued ordinary shares on an undiluted basis, assuming no further shares are issued or options exercised prior to the performance shares being issued. On a fully diluted basis, Blue Sundial shareholders and Flinders Partners will hold an 18.1% and 9.1% interest in Plentex. A full pro forma capital structure is shown below. As the Performance Shares do not carry any voting rights they have not been included in the percentage interest calculations for the purposes of section 606(1) of the Corporations Act.

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2.14 Set out in the table below is the pro forma capital structure of Plentex following the approval of the resolutions detailed in the Notice of Meeting.

Description Item

No. Number of Shares

Number of Options currently on issue

Number of Options to be issued

Number of Performance Shares to be issued

Existing Shares and Options

81,962,457 3,559,575 options exercisable at 5 cents at any time prior to 30 June 2013

Transactions to be considered at Meeting: 5.1 Capital Consolidation 2 16,392,492 711,915 options

exercisable at 25 cents prior to 30 June 2013.

Issue of Free Bonus Options to Existing Shareholders

3

16,392,492 options exercisable at 25 cents prior to 30 November 2013

Approval of issue of shares and Performance shares to Blue Sundial Vendors

4

8,000,000 22,500,000

Approval of issue of shares and Performance Shares to Flinders Partners

5 4,000,000 11,250,000

Approval for issue of shares and options (Public Issue Capital Raising)

6 40,000,000 40,000,000 options exercisable at 25 cents at any time prior to 30 September 2014 2,400,000 options exercisable at 30 cents at any time prior to 30 June 2014 issued to MAP

Approval for issue of directors and management options

7 6,750,000 exercisable at 30 cents at any time prior to 30 November 2014

Totals (assumes full subscription of public issue)

68,392,492 66,254,407 33,750,000

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STRUCTURE OF REPORT Our report is set out under the following headings:

3 PURPOSE OF REPORT 4 OPINION 5 BASIS OF EVALUATION 6 BACKGROUND 7 OVERVIEW OF BLUE SUNDIAL AND FLINDERS PARTNERS

8 OVERVIEW OF PLENTEX 9 VALUATION METHODOLOGIES

10 VALUE OF TRANSACTION ASSETS 11 VALUE OF PLENTEX 12 ADVANTAGES AND DISADVANTAGES OF THE PROPOSAL 13 CONCLUSION AS TO FAIRNESS AND REASONABLENESS APPENDICES I SOURCES OF INFORMATION II STATEMENT OF DECLARATION & QUALIFICATIONS III FINANCIAL SERVICES GUIDE

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3 PURPOSE OF REPORT

3.1 The purpose of this report is to advise the Non-Associated Shareholders of Plentex of the fairness and reasonableness of the Transaction.

3.2 This report provides an opinion on whether or not the terms and conditions in relation to the Transaction are fair and reasonable to the Plentex shareholders whose votes are not to be disregarded in respect of the transaction (that is, the Non-Associated Shareholders).

3.3 The ultimate decision whether to accept the terms of the Transaction should be based on each shareholders’ assessment of their own circumstances, including their risk profile, liquidity preference, tax position and expectations as to value and future market conditions. If in doubt about the Transaction or matters dealt with in this report, shareholders should seek independent professional advice.

3.4 For the Transaction to be fair, the value of the Transaction Assets being acquired must be equal to or greater than the value of the consideration, being Plentex ordinary and performance shares. To be reasonable the shareholders must obtain an overall benefit if the Transaction proceeds. In forming an opinion as to whether the Transaction is fair and reasonable, the following factors have been considered:

the underlying value of Plentex shares to be issued;

the underlying value of Blue Sundial Shares to be acquired by Plentex;

the underlying value of the SA Algal Biorefinery Project;

the likely market price and liquidity of Plentex shares if the Transaction is not implemented;

the likelihood of an emergence of an alternative proposal that may realise better value for Plentex Shareholders.

3.5 This report has been prepared to satisfy the requirements of the Corporations Act 2001 (Cth) (“Corporations Act”) and the Australian Stock Exchange (“ASX”) Listing Rules.

Corporations Act Requirements 3.6 Section 208 of the Corporations Act specifies a public company must not give a financial benefit (including

acquisition of an asset) to a related party without shareholder approval. Section 228(2) of the Corporations Act defines a related party as the following:

Directors of the public company; Directors of an entity that controls the public company; If the public company is controlled by an entity that is not a body corporate – each of the persons

making up the controlling entity; Spouses and de-facto spouses of the persons referred to above.

In addition to this, Section 228(5) of the Corporations Act states that a person may be a related party for the purposes of the legislation if they were a related party as defined in Section 228(2) within the previous 6 months.

However, Section 210 of the Corporations Act states that member approval is not required to provide a financial benefit on terms that:

Would be reasonable in the circumstances if the public company and the related party were dealing

at arms length (i.e. the acquisition was for market value); or Was less favourable to the related party than such terms.

3.7 Daniel Goldman and David Vinson are Directors of Plentex and their associated companies, Lahare Pty Ltd

and V B Fam Pty Ltd, are also shareholders of Blue Sundial and therefore related parties of the Company.

3.8 Section 606(1) of the Corporations Act states that a person must not acquire an interest in issued voting shares in a listed company if that person’s or any other person’s voting power increases to above 20%. When the Transaction and Capital Raising is approved and completed (excluding performance shares), Blue Sundial shareholders and Flinders Partners will be entitled to a voting interest of 11.7% and 5.8% respectively of Plentex’s issued ordinary shares. As the Performance Shares do not carry any voting rights they have not been included in the percentage interest calculations for the purposes of section 606(1) of the Corporations Act. Therefore approval is not required for the Transaction under section 606(1).

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ASX Listing Rules 3.9 ASX Listing Rule 7.1 states that without the approval of holders of ordinary shares, an entity must not issue

or agree to issue more equity securities than the number calculated according to the following formula:

(A x B) – C

Where:

A = The number of fully paid ordinary securities on issue 12 months prior to the date of agreement;

Plus the number of fully paid ordinary securities issued under an exception in ASX Listing Rule 7.2,

Plus the number of partly paid ordinary securities that became fully paid in the 12 months,

Plus the number of fully paid ordinary securities that become fully paid in the 12 months with approval of holders of ordinary securities under ASX Listing Rule 7.1,

Less the number of fully paid ordinary securities cancelled in the 12 months.

B = 15%

C = The number of equity securities issued or agreed to be issued in the 12 months before the date of the issue or agreement to issue but under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

3.10 The issue of ordinary securities from the Transaction will result in an issue greater than allowed under the

above formula. Accordingly, under ASX Listing Rule 7.1 Plentex must obtain approval from shareholders to issue the shares as part of the Transaction.

3.11 ASX Listing Rule 10.11 requires a company to obtain shareholder approval by ordinary resolution prior to the issue of securities to a related party of the company. As mentioned above, Lahare and V B Fam are related parties of the Company and will be issued with Plentex shares as part of the Transaction as shareholders of Blue Sundial. Accordingly, under ASX Listing Rule 10.11 Plentex must obtain approval from shareholders to issue the shares to these related parties as part of the Transaction. The notice of meeting required under Listing Rule 10.11 does not specifically require an independent experts report.

3.12 This report has been prepared to assist shareholders in their assessment of the Transaction as required under the above Corporations Act and ASX Listing Rule requirements. This report provides shareholders with an analysis and opinion as to whether the Transaction is fair and reasonable, when considered in the context of the interests of the non-associated shareholders, and states the reasons for forming that opinion.

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4. OPINION 4.1 In our opinion, the Transaction is fair and reasonable to the Non-Associated Shareholders of Plentex. 4.2 Our opinion is based solely on information available as at the date of this report. 4.3 The principal factors that we have considered in forming our opinion are summarised below.

Fair 4.4 For the Transaction to be fair, the value of the Transaction Assets (Blue Sundial Shares and SA Algal

Biorefinery Project) being acquired must be equal to or greater than the value of the consideration, being Plentex ordinary shares and performance shares.

4.4.1 Based on the analysis contained in section 10 of this report, the indicative value of the Transaction Assets is $6,405,000. Consideration within or below this value would be fair.

4.4.2 We have valued the Plentex consideration for the Transaction Assets in section 11 at $1,857,450 prior to the Capital Raising and $6,212,850 after the Capital Raising. We believe the value prior to the Capital Raising of $1,857,450 is most appropriate as the value post Capital Raising is only likely to be realised on the basis of the Transaction proceeding.

4.4.3 Therefore, based on a comparison of the value attributed to the Transaction Assets and the consideration being paid by Plentex, in our opinion the Transaction is fair.

Reasonable

4.5 ASIC Regulatory Guide 111 states that a transaction is reasonable if:

The Transaction is fair; or Despite not being fair the expert believes that there are sufficient reasons for security holders to accept

the offer in the absence of any higher bid before the close of the offer. 4.5.1 We have concluded that the Transaction is reasonable. In forming our opinion we have considered the

following relevant factors:

Currently the company holds only cash assets and its 10.7% interest in Blue Sundial. Given its limited capital and having no current income producing assets it will have difficulty in creating significant value for shareholders.

The Transaction provides an opportunity for Plentex to actively commence trading in the biofuel and biomass industries and create shareholder value, as opposed to holding a passive investment in Blue Sundial.

A condition of the Transaction is the completion of the Capital Raising which will contribute up to $10 million to meet the costs of the Company's proposed and on-going business operations. The other objective of the Capital Raising will be to achieve the shareholder spread necessary to obtain the ASX’s approval for requotation of the Company’s securities on the ASX.

The Transaction will enable the Company to commence a process to have its suspension of share trading removed and allow its shares to be traded on the ASX.

We are unaware of any alternative proposal at the date of this report that may realise better value for Plentex shareholders.

4.6 Accordingly, in our opinion, the Transaction is fair and reasonable to the Non-Associated Shareholders of

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5 BASIS OF EVALUATION 5.1 In our assessment of whether the Transaction is fair and reasonable to Plentex Non-Associated

Shareholders, we have given due consideration to the Regulatory Guides issued by the ASIC, in particular, Regulatory Guide 74 “Acquisitions Agreed to by Shareholders”, Regulatory Guide 111 “Content of Experts Reports” and Regulatory Guide 112 “Independence of Experts Reports”.

5.2 ASIC Regulatory Guide 74 requires, amongst other things, that shareholders are provided with sufficient

information to make an effective, informed decision on whether the Transaction is fair and reasonable. Under Regulatory Guide 111, a transaction is “fair” if the value of the asset being acquired is equal to or greater than the value of the consideration being offered (in this case, Plentex shares). Additionally, under Regulatory Guide 111 an offer is “reasonable” if it is fair. It is possible for an offer to be reasonable despite being unfair. This would be after the expert considers that, based on non-financial factors, the shareholders should still approve the Transaction in the absence of any alternative proposals.

5.3 Our report has compared the likely advantages and disadvantages to non-associated shareholders if the

Transaction is agreed to, with the advantages and disadvantages to those shareholders if it is not. Comparing the value of the shares to be acquired under the Transaction and the value of the consideration to be paid is only one element of this assessment.

5.4 We have considered whether any shareholder will obtain a level of control in Plentex as a result of the

Transaction. In this case neither Blue Sundial shareholders nor Flinders Partners will hold a controlling voting interest in Plentex following completion of the Transaction and Capital Raising (which is a condition precedent of the Transaction) therefore a premium for control is not relevant.

5.5 Normal valuation practice is to determine the fair market value of an asset assuming a counter party

transaction between a willing and not anxious buyer and a willing but not anxious seller, clearly at arm’s length. We have adopted this approach in determining the market value of 100% of the equity of Blue Sundial and Plentex.

5.6 In evaluating the Transaction, we have considered the value of the Transaction Assets and compared this to

the amount of consideration to be paid through the issue of Plentex ordinary shares and performance shares for the acquisition. We consider that the Transaction will be fair and reasonable if, on balance, the Non-Associated Shareholders in Plentex will be better off if the Transaction is approved. We will also consider the Non-Associated Shareholder’s interests should the Transaction not proceed.

5.7 In our assessment of the Transaction we have considered, in particular the following:

The operational and financial position of Blue Sundial, SA Algal Biorefinery Project and Plentex; The value of Blue Sundial and the SA Algal Biorefinery Project; The value of Plentex shares; The advantages and disadvantages associated with the Transaction; The likely value and liquidity of Plentex shares in the absence of the Transaction; Other qualitative and strategic issues associated with the Transaction.

5.8 The documents and information relied on for the purpose of this valuation are set out in Appendix I. We have

considered and relied upon this information and believe that the information provided is reliable, complete and not misleading and we have no reason to believe that material facts have been withheld. The information provided was evaluated through analysis, enquiry and review for the purpose of forming an opinion as to whether the Transaction is fair and reasonable. However, in assignments such as this, time is limited and we do not warrant that our enquiries have identified or verified all of the matters which an audit or extensive examination might disclose. None of these additional tasks have been undertaken.

5.9 We understand the accounting and other financial information that was provided to us has been prepared in

accordance with generally accepted accounting principles. 5.10 An important part of the information used in forming an opinion of the kind expressed in this report is the

opinions and judgement of management. This type of information has also been evaluated through analysis, enquiry and review to the extent practical. However, it must be recognised that such information is not always capable of external verification or validation.

5.11 HCC are not the auditors of Plentex, Blue Sundial or Flinders Partners. We have analysed and reviewed

information provided by the Directors and management of Blue Sundial and Plentex and made further inquiries where appropriate.

5.12 This report has been prepared after taking into consideration the current economic and market climate. We

take no responsibility for events occurring after the date of this report which may impact upon this report or which may impact upon the assumptions referred to in the report.

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6 BACKGROUND 6.1 Plentex was officially listed on the ASX on 19 May 1983 and had focused its business activities on mining

exploration and development in gold and base metals. Further information on Plentex can be found at Section 8. Plentex was suspended from trading on the ASX on 23 November 2006.

6.2 Blue Sundial was established on 2 January 2008 and is involved in the development of viable algae oil for

use in the biofuel and biomass industries. Further information on Blue Sundial can be found at Section 7. 6.3 Plentex has entered into a Sale of Shares Agreement with Blue Sundial Pty Limited (“Blue Sundial”) for the

acquisition of the remaining 89.3% of Blue Sundial in consideration for the issue of shares in Plentex. 6.4 Plentex has also identified the opportunity to participate in the SA Algal Biorefinery Project by entering into a

transaction with Flinders Partners. Flinders Partners is the commercial arm of Flinders University and has access to research, infrastructure, resources and intellectual property relevant to the production of biofuels and high value bio products and chemicals from microalgae feedstocks through Flinders University and SARDI. The SA Algal Biorefinery Project has been created to construct and operate a demonstration scale micro algae growing, processing and biorefinery facility on Torrens Island, South Australia as well as to carry out a feasibility study for a commercial scale seawater based algae biorefinery production facility.

6.5 Subject to the satisfaction of conditions precedent detailed in section 2.9, Plentex will issue shares to Flinders Partners and will provide funding of up to $4.5 million for the SA Algal Biorefinery Project detailed in section 7.5.

6.6 In conjunction with the plan to acquire the balance of the shares in Blue Sundial, Plentex believes its agreement with Flinders Partners will bring together a combination of technical, commercial and government resources necessary to work towards building a successful Australian algae business to produce algae-based raw materials for renewable fuel, energy, livestock feed and nutraceuticals.

6.7 The Company considers that its move into the renewable energy sector is timely and valuable as the world continues to search for cost effective, renewable energy and food sources.

6.8 It is intended that Plentex will bring together world class technologies for producing sustainable, algae-based raw materials for the renewable fuel, energy, livestock feed and nutraceutical (a food or food product that provides health and medical benefits) markets. It includes proprietary technology solutions developed at Flinders University, SARDI and The University of Texas.

6.9 Plentex will leverage a common technology platform across two initial demonstration projects, one utilising wastewater algae and the second saltwater algae. The wastewater demonstration project is being developed at Melbourne Water’s Western Treatment Plant in Werribee, Victoria by Blue Sundial. The saltwater demonstration project is to be developed on Torrens Island, South Australia by the SA Algal Biorefinery Project. Upon successful completion of these demonstration projects, Plentex should be positioned to expand its biorefinery production capacity through commercial projects, or by entering into strategic partnerships.

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7. OVERVIEW OF BLUE SUNDIAL AND FLINDERS PARTNERS

7.1 Transaction Assets Overview

7.1.1 Both Blue Sundial and the SA Algal Biorefinery Project are focused on the commercial production of algae. “Algae” constitutes a diverse group of primarily aquatic organisms that are capable of using photosynthesis to rapidly grow and reproduce.

7.1.2 Microalgae are microscopic, single cell algae that are a promising renewable resource, with multiple applications. Microalgae naturally produce large quantities of biomaterials, including oil / lipids (a broad group of naturally occurring molecules which includes fats, waxes, sterols, fat-soluble vitamins), triglycerides, proteins and carbohydrates. Microalgae are capable of growing robustly in diverse environmental conditions, including wastewater and saltwater and naturally remove and recycle nutrients, such as nitrogen and phosphorous, from wastewater.

7.1.3 The various components of the microalgae biomass are used as feedstocks for the production of a variety of renewable products. Lipids extracted from the biomass can be used directly as liquid fuel feedstocks . Algae oil can be used for higher value items such as omega-3 fatty acid nutritional supplements.

7.1.4 A wastewater demonstration project is being developed by Blue Sundial at Melbourne Water’s Western Treatment Plant in Werribee, Victoria and a saltwater demonstration project is to be developed on Torrens Island, South Australia by Flinders Partners and Plentex.

7.2 Blue Sundial

7.2.1 Blue Sundial was registered as a private company on 2 January 2008.

7.2.2 Blue Sundial has focused on developing a plan to establish an algae project for the commercial production of algae oil and biomass utilising waste water.

7.2.3 The first phase of this project is currently taking place at Melbourne Water’s Western Treatment Plant (“WTP”) in Werribee, Victoria.

7.2.4 Blue Sundial has entered into an exclusive licence agreement with OpenAlgae LLC, a private US based company, for utilization of technology developed by OpenAlgae LLC. This technology has been developed to provide algae oil processing equipment and services to the renewable fuels industry.

7.2.5 OpenAlgae has developed proprietary technologies and methods for processing oil and biomass from algae. OpenAlgae specializes in providing algae growers with technologies for efficient and cost-effective concentration, lysing (decomposition or the breaking down of cells) and oil extraction. The OpenAlgae technology removes the oil from the algae by breaking down cell walls using electromagnetic forces, thereby eliminating the use of hazardous solvents and avoiding energy-consuming drying stages.

7.2.6 The acquisition of Blue Sundial will provide Plentex with one of Australia’s leading wastewater algae projects, access to OpenAlgae’s processing technology and an experienced management team.

7.2.7 The project is being implemented in three phases subject to Melbourne Water’s approval of each of the subsequent phases: Phase 1 – Algae Growth Trial The aim of this phase is to demonstrate that local algae species can be grown using available nutrients, with sufficient growth rates and acceptable levels of oil, to satisfy the economic feasibility of the project. Blue Sundial has developed an experimental design protocol involving a number of growth tests being conducted in a 10,000 litre pond and associated infrastructure. Tests will be conducted using differing variables to analyse suitability of various algae species. The first phase has recently begun and is planned to run for 6 months. Phase 2 – Demonstration Facility Subject to the successful completion of Phase 1 and Melbourne Water granting approval to proceed, the second phase involves the construction of a demonstration facility to confirm Blue Sundial’s ability to

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economically grow algae and convert the resultant algae/water mixture into algae oil for the production of liquid biofuels or algae biomass for the manufacture of animal feed or conversion to renewable energy. It is anticipated Phase 2 will take approximately 12 months, which includes planning, design, construction and operation of the demonstration facility. Phase 3 – Construction of Commercial Algae Production Facility Subject to the successful completion of Phase 2 and Melbourne Water granting approval to proceed, the third phase will involve the construction of a commercial facility for the production of both algae oil and algae biomass.

7.2.8 Blue Sundial’s issued capital comprises 1,289 fully paid ordinary shares. 7.2.9 The shareholders of Blue Sundial, are set out in the table below:

Shareholder Shares Held % Held Lahare Pty Limited 205 15.9% Laurient Holdings Pty Limited 80 6.2% Modim Ventures LLC 205 15.9% Tomy Investments Pty Limited 305 23.7% V B Fam Pty Limited 205 15.9% Lancaster Capital Pty Limited 60 4.6% Bridge Capital Partners Pty Limited (In Liquidation) 91 7.1% Plentex Limited 138 10.7% 1,289 100

7.3 Directors of Blue Sundial 7.3.1 Following is a summary of the experience and skills of Blue Sundial’s directors, who are also directors of

Plentex: Daniel Goldman – Director and Chief Executive Officer Mr. Goldman brings a wealth of corporate experience, with extensive operational and financial expertise. Prior to entering the renewable energy industry, Mr. Goldman was the General Manager of Electrical, Furniture & General Merchandise at Myer Stores Ltd., then a division of Coles Myer Limited. Previously Mr. Goldman was the Chief Financial Officer and Company Secretary of Country Road Limited, an ASX listed apparel retailer and wholesaler. He has also held various operational, financial and accounting roles in South Africa within Woolworths Holdings Limited and Ernst & Young Chartered Accountants. Mr. Goldman is a qualified Chartered Accountant, with a Bachelor of Commerce Honours degree in Accounting Science from the University of South Africa and a Bachelor of Commerce from the University of Cape Town. He was appointed to the Board of Plentex in January 2011. Mr. Goldman holds a relevant interest in his family company, Lahare Pty Limited which is a shareholder in Blue Sundial. David Vinson – Director and Technical Director Mr. Vinson is a seasoned executive in the Australian renewable energy industry. Mr. Vinson has been instrumental in launching and operating numerous companies in the biofuel, chemical, marketing services and recycling industries, including managing the construction and operations of one of Australia’s first biodiesel plants which operates as a division of The Victor Smorgon Group. Mr. Vinson graduated from Purdue University, USA, with a degree in Chemical Engineering and has wide experience in the design, construction and operations of chemical and polymer facilities. He was appointed to the Board of Plentex in January 2011.

David Vinson holds a relevant interest in his family company, V B Fam which is also a shareholder in Blue Sundial.

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7.4 Blue Sundial Financial Information

7.4.1 Set out below is the Unaudited Profit and Loss Statement of Blue Sundial for the year ended 30 June 2010 and the six month period ended 31 December 2010.

BLUE SUNDIAL PTY LIMITED

UNAUDITED PROFIT AND LOSS STATEMENTS 31 December 2010 30 June 2010 Other Income (1) - 1 Accounting 1,600 2,170 Consultancy 67,259 121,785 Depreciation 1,924 1,275 Hire of Plant & Equipment - 1,203 Interest paid 2,274 - Legal Costs 3,000 11,482 Report - Technical 39,862 - Security costs 1,074 - Travel - 23,523 Other expenses (2) 59 716 Less Capitalised Costs charged to Project (117,052) (162,153) - 1 Profit before income tax - -

Notes: (1) Other Income relates to Interest received from the Australian Taxation Office. (2) Other expenses relate to general business expenditure.

7.4.2 Set out below is the Unaudited Balance Sheet of Blue Sundial as at 31 December 2010.

BLUE SUNDIAL PTY LIMITED BALANCE SHEET AS AT 31 DECEMBER 2010

CURRENT ASSETS Cash and cash equivalents 2 GST receivable 9,424

9,426 NON-CURRENT ASSETS Melbourne Algae Project 279,206 Property, plant & equipment 16,000 295,206 TOTAL ASSETS 304,632

CURRENT LIABILITIES Trade and other payables 94,208 Loans – Goldman 370 Bank overdraft 476

95,054 TOTAL LIABILITIES 95,054

NET ASSETS 209,578

EQUITY Contributed equity 209,578 Accumulated losses - TOTAL EQUITY 209,578

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7.5 SA Algal Biorefinery Project

7.5.1 Flinders Partners is the commercial arm of Flinders University (discussed in section 6). Flinders Partners has experience in structuring and executing successful partnerships between research institutions and industry.

7.5.2 Plentex has agreed to provide Funding for the furtherance of the SA Algal Biorefinery Project up to an amount of $4.5 million, which will be sourced from the proposed Capital Raising.

7.5.3 SARDI has been granted 17 hectares of land on Torrens Island by the South Australian Government to construct the demonstration biorefinery plant for the SA Algal Biorefinery Project. It is intended that the land will be held under a long term lease which will be assigned to Plentex. Planning approvals are still to be finalised and Plentex has commenced preliminary engineering studies in relation to the construction of this facility.

7.5.4 The demonstration algal biofuels facility on Torrens Island is being developed to seek to demonstrate a commercially competitive and sustainable technology for production of biofuels from microalgae.

7.5.5 The Torrens Island project site has access to utilities, high nutrient seawater, saline and fresh groundwater and is adjacent to two major power producers that could provide CO2 and waste heat from their gasfired power stations.

7.5.6 Fundamental to the successful completion of the project will be the provision through Plentex and/or Blue Sundial of OpenAlgae’s algae concentration lysing and oil extraction technology, discussed in section 7.2.

7.5.7 The demonstration project outputs may include land transportation and aviation fuels, waste water/nutrient remediation, biofixation of CO2, biomass for aquaculture, livestock feed and nutraceuticals. Biofixation refers to how microalgae can contribute to the reduction of atmospheric carbon dioxide by using this gas as carbon source in its growth.

7.5.8 The nutraceuticals produced by this project include beta-carotene and other carotenoids for the established carotenoid global market, and PUFA (poly-unsaturated fatty acids). Nutraceuticals are food or food products that provide health and medical benefits. Carotenoids are types of nutraceuticals that are essential in the human diet. Of the more than 600 carotenoids found in nature, about 50 have been identified in the blood and tissues in humans. Of these, beta-carotene is the most dominant. Since humans cannot synthesise carotenoids, the body sources these nutritionally important compounds from fruit and vegetables.

7.5.9 Plentex and Flinders Partners have agreed to work together to develop the SA Algal Biorefinery Project. In particular, Flinders Partners will be responsible for procuring researchers, infrastructure, resources, intellectual property, knowhow and hardware through Flinders University and SARDI (South Australian Research Development Institute) that will be critical components of Plentex’s biorefineries.

7.6 Plentex Acquisition of Intellectual Property

7.6.1 Plentex will have exclusive commercialisation rights to all intellectual property developed by Flinders University and SARDI as part of the SA Algal Biorefinery Project or “the Project”.

7.6.2 It is the intention of Plentex and Flinders Partners that upon fulfilment of the relevant conditions precedent and completion of the Transaction, Plentex will own, hold under licence or have rights to all of the technology, intellectual property, know-how and other assets, including current Project Hardware and Project Technology, and any technology, intellectual property and other assets created, developed or acquired as a result of or in connection with the Project as well as future project hardware (collectively referred to as "Resulting Technology").

7.6.3 The parties acknowledge that although Plentex will be the owner of all the Project Technology, the Resulting Technology and the Project Hardware, the Parties are entering into a relationship whereby they will work together to pursue the goals of the Project including (subject to the provision of Funding by Plentex) Flinders Partners procuring the SA Algal Biorefinery Project participants to continue to work for the life of the Project to achieve these goals. Throughout the duration of the Project, Plentex will acquire immediate ownership of the Resulting Technology as it is developed.

7.6.4 Plentex will have the right to determine absolutely how the Project Technology and Resulting Technology are to be used and will have the sole commercialisation rights to the Project Technology and Resulting

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Technology, including the right to apply for, prosecute applications for, enforce and defend patents as it sees fit.

7.6.5 Notwithstanding the above Plentex will grant to Flinders Partners a non-exclusive, royalty free, worldwide, perpetual licence (“the R&D Licence”) to use the Project Technology and Resulting Technology for the conduct of the Project, and for internal academic and research and development purposes. This is on the provision that such use must not otherwise adversely affect the confidentiality, validity, registrability or commercialisation of the Project Technology and Resulting Technology. Flinders Partners may sub-licence the R&D Licence to Flinders University and SARDI solely for internal academic and research and development purposes after the conclusion of the Project (provided that the sub-licensee shall be entitled to no greater rights than Flinders Partners, and Flinders Partners will notify Plentex of any proposal to grant a sub-licence and provide Plentex with a copy of the sub-licence).

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8 OVERVIEW OF PLENTEX 8.1 Corporate History 8.1.1 Plentex was officially listed on the ASX on 19 May 1983 and had focused its business activities on mining,

exploration and development in gold and base metals.

8.1.2 Plentex was suspended from trading on the ASX on 23 November 2006.

8.2 Business Activities

8.2.1 Following completion of the sale of the Company’s Georgetown mining and exploration project assets to Deutsche Rohstoff Australia Pty Ltd in May 2009, the Company actively sought new business opportunities to enable it to protect shareholder value and seek reinstatement of the Company’s securities to official quotation on ASX.

8.2.2 This ultimately led to an agreement in October 2009 to invest in Blue Sundial. Blue Sundial’s attraction to Plentex was that it had developed an algae based project with access to proprietary algae production and extraction technology. It had an initial strategic site location which provided access to water and nutrients required for algae growth.

8.2.3 Plentex has also identified the opportunity to participate in the SA Algal Biorefinery Project by entering into a transaction with Flinders Partners, the commercial arm of Flinders University.

8.2.4 Information on Blue Sundial and Flinders Partners has been included in section 7.

8.2.5 Plentex previously operated as a mineral exploration company. In 2006 the Company acquired the mining and exploration interests in the Georgetown region of North Queensland held by privately owned Georgetown Mining Limited and several ASX listed companies. The Company was unsuccessful in attempts to raise funds which would have facilitated requotation of its securities on the ASX due to the onset of the global financial crisis, and in May 2009 sold its gold mining project and exploration interests in North Queensland to the Australian subsidiary of the German company, Deutsche Rohstoff AG, which has recently successfully brought the gold mining project into production.

8.2.6 Excluded from the Deutsche Rohstoff transaction was a 0.5% Net Smelter Return Royalty interest which the Company (via its subsidiary Georgetown Mining Limited) holds with respect to any uranium, molybdenum or fluorine which Mega Georgetown Pty. Ltd. (a wholly owned subsidiary of Canadian based Mega Uranium Ltd.) may produce in the future from ore mined within EPM 8452. Current Queensland Government policy prevents the mining or processing of uranium within the State and consequently little or no value can currently be ascribed to this royalty.

8.2.7 During 2009 Plentex, through its wholly owned subsidiary, Pacific Fertilisers And Chemicals Pty Ltd (“PFAC”) lodged an application for an exploration permit for minerals (salt) EPMA 18232 over an area of 72 sub-blocks (approximately 208 sq. kms) in the Mining District of Rockhampton, Queensland, largely encompassing Casuarina Island. PFAC’s interest in the application area is focussed on the potential development of a commercial salt production facility, possibly in conjunction with an algae production facility.

8.2.8 Plentex advise that the Tenures Management Unit of the Queensland Department of Employment, Economic Development and Innovation intends to grant EPM 18232 to PFAC subject to PFAC’s compliance with the expedited Procedures process under the Native Title Act 1993 (Cwlth). Recently, PFAC entered into negotiations with two native title groups which have separate claims over parts of the application area. It is expected that land access agreements will be concluded with each of these claimant groups in the near future and that EPM 18232 will then be granted to PFAC. As the exploration permit has not yet been granted and directors do not have any reasonable basis on which to forecast future cash flows from this venture, no value has been ascribed to PFAC for the purpose of this report.

8.3 Capital Structure and Ownership

8.3.1 Plentex’s issued capital currently comprises the following: 81,962,457 fully paid ordinary shares 3,559,575 options exercisable at $0.05 per share prior to 30 June 2013;

8.3.2 After the Consolidation of shares, if approved by shareholders at the Annual General Meeting, the issued

capital of Plentex will comprise the following: 16,392,492 fully paid ordinary shares; (i.e. 1 for 5 consolidation) 711,915 options exercisable at $0.25 per share prior to 30 June 2013;

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8.4 Directors and Key Management of Plentex 8.4.1 Following is a summary of the experience and skills of Plentex’s directors and key management:

Peter Streader – Executive Chairman & Managing Director

Mr. Streader has had a legal and executive management career spanning some 50 years practising as a solicitor, barrister and “in house” corporate counsel and company executive. He spent approximately 10 years as General Counsel and Company Secretary of the Australian subsidiary of one of the world’s leading engineering and construction contractors, USA based Fluor Corporation and played a significant role in the negotiation and execution of a number of major resource development projects in Australia including the initial Dampier to Perth Natural Gasline. Mr. Streader has been involved in the formation, development and management of a number of public and private companies operating in the mining and petroleum exploration sectors, both domestically and internationally. He was responsible for the relisting on the ASX of Planet Resource Group NL and later Australian Gold Development NL. He was a founding Director of Drillsearch NL (now Drillsearch Energy Limited) and Executive Director of Diamin Resources NL (now known as Senetas Corporation Limited) and served as a Non Executive Director of Senetas until February 2000. Mr. Streader was appointed to the Board of Plenty River Corporation Limited (now Plentex Limited) in January 1998 holding initially the position of Executive Director and later Executive Chairman. Mr. Streader has had extensive experience in major project development and played a leading role in Plenty River Corporation Limited’s attempts in conjunction with a number of major international companies to establish a world scale ammonia/urea plant on the Burrup Peninsula of Western Australia. He holds a Bachelor of Law (Melbourne University) and has been a Fellow of the Australian Institute of Company Directors for the past 15 years.

It is intended that Mr Streader will resign as Executive Chairman & Managing Director, and be appointed as Non-Executive Chairman of the Company at the completion of the Transaction and Capital Raising. Christopher Roberts – Non-Executive Director

Mr. Roberts is a geologist with over 35 years experience in mineral exploration throughout Australia initially with BHP and subsequently in senior positions with a number of other companies. He was a Non-Executive Director of Perseverance Corporation Limited until he resigned in February 2008 following the acquisition of Perseverance by Canadian based Northgate Minerals Corporation. Prior to becoming a Non-Executive Director of Perseverance, Mr. Roberts served as Chief Geologist and later Exploration and Development Director of the company and is credited with the early significant exploration successes at the company’s Fosterville Mine in Victoria. Mr. Roberts was also a Non-Executive Director of Sedimentary Holdings Ltd., during the period of the initial exploration success of the Cracow Gold Project in Central Queensland. He resigned in August 2007 as Exploration Director of Republic Gold Limited of which he was a co-founder but remained as the company’s Chief Geologist until his resignation on 1 September 2009. He is a Corporate Member of the Australasian Institute of Mining and Metallurgy and a member of the Australian Institute of Geoscientists. In late 2005 he was appointed to JORC (the Joint Ore Reserves Committee) and remains an active member of that Committee. He was appointed to the Board of Plentex in August 2006. Darwin Campi – Non-Executive Director

Mr. Campi is a Fellow of the Australasian Institute of Mining and Metallurgy with over 50 years experience in mineral exploration, development and production in Australia and overseas. He assisted in the formation of Metals Exploration Limited (initially as Metals Exploration NL) in 1958 which subsequently became one of Australia’s most successful exploration and mining companies. From 1960 to 1973 he was a senior partner in R. Hare and Associates, mining and geological consultants, which provided management, mining and geological services to Metals Exploration Limited.

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Mr. Campi was appointed General Manager of Metals Exploration Limited in 1962 and later was an Executive Director until his retirement in 1986 from that Company following its takeover by Bond Corporation Limited. During his association with Metals Exploration Limited he was directly involved with the development and mining of ore deposits throughout Australia, Philippines, Malaysia and Thailand. He was Co-founder and Managing Director of Great Fingall Mining Company NL from 1986 to 1989 and then Managing Director of Triarc Corporation Ltd. from 1989 until his retirement in 1994. He has been associated with the discovery and mining of a wide range of minerals in Australia and Asia. Mr. Campi has been a Director of Plentex Limited since November 2006. He is a Fellow of the Australasian Institute of Mining and Metallurgy. It is intended that Mr Campi will resign as a director of the Company at the completion of the Transaction and Capital Raising. Daniel Goldman and David Vinson are also directors of both Blue Sundial and Plentex. A summary of their experience and skills is included in section 7.3.

David Streader – Company Secretary

Mr. Streader graduated as a Bachelor of Science in 1992 and subsequently completed a Graduate Diploma in Applied Finance & Investment at the Securities Institute of Australia and later a Diploma of Financial Planning. From 1993 to November 2002 he held various roles including that of Company Secretary and Director of a Melbourne based Licensed Securities Dealer which provided financial planning and investment banking services to a range of corporate and high net worth investors. Mr. Streader is a Certified Financial Planner and currently is a partner in a Mornington Peninsula based accounting and financial planning business. He has an interest in the resource sector and a well developed understanding of ASX compliance requirements and proceedings. Mr. Streader is a Fellow of the Financial Services Institute of Australasia and a CFP Member of the Financial Planning Association.

8.4.2 Plentex has also engaged Modim Ventures, Inc to provide the services of Mason Reiner as Vice President – Strategy and Business Development of Plentex, as from 1 January 2011. Mr. Reiner is a resident of Philadelphia, USA. He is also a Director of Blue Sundial and, through his related entity, Modim Ventures, a shareholder in Blue Sundial. Mason is an experienced finance and business development executive in growth-stage companies across a broad range of industries, including technology, renewable energy and real estate. Mason’s experience includes senior level management roles as Managing Director of Modim Capital LLC, CFO of Kinor Technologies Inc., and Executive Vice President of Aspen Biofuels LLC. Mason co-founded Blue Sundial. Mason graduated summa cum laude from the Wharton School of the University of Pennsylvania with a degree in Finance.

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8.5 Financial Information

8.5.1 Set out below is the Audited Consolidated Profit and Loss Statements of Plentex for the financial year ended 30 June 2010 (“FY 2010”) and 30 June 2009 (“FY2009”) and the Reviewed Consolidated Profit and Loss Statement for the half year ended 31 December 2010 (“HY2011”).

PLENTEX LIMITED

CONSOLIDATED PROFIT AND LOSS STATEMENT HY2011 FY2010 FY2009 Revenue(1) 4,131 9,576 56,244 Exploration tenement impairment(2) - - (23,260) Occupancy Costs 37,936 65,939 36,120 Regulatory and compliance costs 67,713 39,323 60,002 Employee Costs 17,075 92,050 76,124 Administration Expenses 194,371 252,251 173,387 317,095 449,563 322,373 Loss before income tax 312,964 439,987 266,129 Income tax expense - - (22,840) Net loss after income tax expense 312,964 439,987 243,289

Notes:

(1) Revenue consists of interest earned by the company. (2) Represents a net reversal of impairment in FY2009.

8.5.2 Set out below is the Audited Consolidated Balance Sheet of Plentex as at 30 June 2010 (“FY2010”) and Reviewed Consolidated Balance Sheet as at 31 December 2010.

PLENTEX LIMITED

CONSOLIDATED BALANCE SHEET 31 December 2010 30 June 2010 CURRENT ASSETS Cash and cash equivalents 411,525 346,123 Trade and other receivables 3,187 102,872

414,712 448,995 NON-CURRENT ASSETS Other financial assets(1) 206,305 100,000 Property, plant & equipment 11,839 14,839 218,144 114,839 TOTAL ASSETS 632,856 563,834

CURRENT LIABILITIES Trade and other payables 78,666 88,480

78,666 88,480 TOTAL LIABILITIES 78,666 88,480

NET ASSETS 554,190 475,354

EQUITY Contributed equity 5,617,396 5,225,596 Accumulated losses (5,063,206) 4,750,242 TOTAL EQUITY 554,190 475,354

Notes: (1) Investment in 138 shares in Blue Sundial at cost, including the conversion of Convertible Notes in

December 2010, representing 10.7% of the issued capital of Blue Sundial.

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9 VALUATION METHODOLOGIES 9.1 Selection of Methodology 9.1.1 In order to assess the fairness of the Transaction a value needs to be attributed to Plentex and the

Transaction Assets (Blue Sundial Shares and SA Algal Biorefinery Project).

9.1.2 In assessing the value of Plentex and the Transaction Assets we have considered a range of valuation methods. ASIC Regulatory Guide 111 Content of Expert Reports states that in valuing a company the expert should consider the following commonly used valuation methodologies:

Capitalisation of Future Maintainable Earnings: the value of trading operations based on the

capitalization of future maintainable earnings; Market Value of Shares: the quoted price for listed securities in a liquid and active market; Discounted Cash Flow: the net present value of future cash flows; Realisation of Assets: the amount that would be available for distribution to security holders on an

orderly realization of assets; Comparable Market Transactions: the identification of comparable sale transactions for a similar

industry company or business to that being valued.

We consider each of these valuation methodologies below. 9.1.3 Capitalisation of Future Maintainable Earnings Under the earnings based valuation method, the value of the business is determined by capitalising the

estimated future maintainable earnings of the business at an appropriate capitalisation rate or multiplier of earnings. The multiple is a coefficient, representing the risk that the business may not achieve forecast earnings.

This method is appropriate in valuing a business when there is a history of earnings, the business is established and it is assumed the earnings are sufficiently stable to be indicative of ongoing earnings potential. This method is not considered appropriate for the valuation of Plentex or the Transaction Assets as; Plentex and the Transaction Assets do not have historical earnings on which to base a valuation;

the company has changed it’s primary business activities;

the company has previously been involved in mineral exploration which does not relate to this business type.

9.1.4 Market Value of Shares as Quoted on the ASX

This method involves the valuation of an entity based on its actively traded equities, which represent the market capitalisation of the share capital of the entity, in a liquid and knowledgeable market. Any assessment of the market value of the quoted equities needs to consider the following:

The liquidity of the quoted equity based on the volume and frequency of trading;

The number of ‘unusual’ and/or ‘abnormal’ trades that occur; and

The timing and level of dissemination of information to the market.

If a quoted ordinary equity is traded in an active, liquid and knowledgeable market, then the market price of the quoted ordinary equity should represent the fair market value.

A premium may also need to be applied to the value of the quoted ordinary equity to determine the value of the equity holding in the circumstances where a party is acquiring or increasing a controlling equity position.

This method is not appropriate for Blue Sundial or the SA Algal Biorefinery Project as they are not listed or publicly traded. Plentex is currently listed on the ASX but has been suspended from trading since 23 November 2006 and therefore this method is inappropriate as there is no recent trading information.

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9.1.5 Discounted Cash Flow – Net Present Value

Discounted cash flow valuations involve calculating the value of a business on the basis of the net cash flow that will be generated from the business over its life. The cash flows are discounted to reflect the risk involved with achieving the forecast cash flows.

Although technically the most theoretically correct method to value a business, discounted cash flow methodology is usually very susceptible to changes in business inputs and assumptions, making it the most difficult to apply in valuing a business.

Although the discounted cash flow approach relies on the availability of long-term earnings and cash flow forecasts, it is particularly suited to situations where cash flows are not stable or where significant cash outflows will be incurred prior to cash inflows being earned.

We consider that adopting a discounted cash flow valuation methodology to determine an indicative value of Blue Sundial and the SA Algal Biorefinery Project is not appropriate given that: The Transaction Assets are still in demonstration stage and the underlying technology of the

Transaction Assets is yet to be proven commercially viable in a significant manner; Any forecasts for the Transaction Assets would include a number of hypothetical assumptions which

would limit the basis for a valuation.

9.1.6 Realisation of Assets The asset approach to value is based on the assumption that the value of all assets, both tangible and

intangible, less the value of all liabilities should equal the value of the entity. This approach is generally not appropriate where assets are employed productively and are earning more than the cost of capital. The businesses to be operated by Blue Sundial and the SA Algal Biorefinery Project are predominantly revenue based and therefore the book value of the assets is not representative of the inherent value of the businesses and accordingly this method is not appropriate. In addition to this, the businesses do not have any tangible assets of significant value at this time. Accordingly, this method is not appropriate, as it will not provide a true indication of the value of the businesses, unless we were to value the intellectual property, which because of their characteristics would most appropriately require a discounted cash flow type of valuation. Therefore we cannot easily assign a value to these assets from this approach as we are unable to rely on a discounted cashflow valuation as outlined above. Plentex has no historical earnings and has not prepared a cash flow projection. The main assets of Plentex are its investments in Blue Sundial and mining interests. The notional realisation of assets is an appropriate valuation method for the assets of Plentex, which comprise predominantly cash, receivables, payables and a 10.7% interest in Blue Sundial.

Plentex also holds other mining interests as detailed in section 8.2. However due to certain restrictions on the use of the these assets and not yet holding required exploration permits, future cash flows from these venture are highly uncertain and directors do not have any reasonable basis on which to forecast future cash flows from these assets. Therefore no value has been ascribed to them for the purpose of this report.

9.1.7 Comparable Market Transactions

This methodology involves the identification of comparable sale transactions for a similar industry company or business to that being valued. A condition precedent of the Transaction is a Capital Raising through the issue of 40 million shares at $0.25 per share by way of prospectus to raise $10 million. We consider that this provides a basis for the valuation of the Transaction Assets as the Capital Raising reflects the market value of the shares issued prior to completion of the Transaction, and the market value of the shares to be issued to acquire the Transaction Assets.

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We have determined that a valuation based on a comparison to a similar industry company or business is not appropriate for valuing Plentex, Blue Sundial or SA Algal Biorefinery Project due to the following:

i. Lack of comparable transactions: ii. Lack of historical or current earnings as a basis for applying a comparative multiple of revenues or

earnings; iii. Plentex consists of a group of unrelated assets and business interests not suited to this type of

valuation; iv. Blue Sundial and Flinders Partners are in the early stages of development of their respective projects

and there are not sufficient comparable entities; v. There are other more appropriate methods available.

We are also not aware of any alternative offers or transactions for the acquisition of the shares in either Blue Sundial or Plentex, or for the SA Algal Biorefinery Project, other than the Capital Raising.

9.2 Premium for Control 9.2.1 When considering transactions involving a substantial equity holding of a company, it is appropriate to

address whether a premium for control should attach to the Transaction. A premium for control is the difference between the price for each share that a buyer would be prepared to pay to obtain a controlling interest in a company and the price per share that would be required to purchase a share that does not carry with it a controlling interest. In most cases, the value of a controlling interest in the shares in a company significantly exceeds the listed market value of the shares. This reflects the fact that:

a) the owner of a controlling interest in the shares in a company obtains access to all free cash flows of the company being acquired, which it would otherwise be unable to do as a minority shareholder;

b) the controlling shareholder can direct the disposal of surplus assets and the redeployment of the proceeds;

c) the controlling shareholder can control the appointment of directors, management policy and the strategic direction of the company;

d) the entity taking over the company is often able to increase the value of the entity being acquired through synergies and/or rationalisation savings.

9.2.2 A shareholder or group of associated shareholders are deemed to influence a company when they have

control of more than 20 percent of the issued shares in a company. At this time a premium for control should normally be considered.

9.2.3 A premium for control is not relevant to the Transaction as neither Blue Sundial shareholders nor Flinders

Partners will hold a controlling voting interest in Plentex following completion of the Transaction and Capital Raising (which is a condition precedent of the Transaction).

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10 VALUE OF TRANSACTION ASSETS

10.1 Selected Methodology 10.1.1 We have selected the Market Transactions methodology to apply a value to the Transaction Assets as

detailed in section 9.

10.1.2 We are of the opinion that a secondary valuation methodology for the Transaction Assets is not required as none of the alternate methodologies are appropriate due to the fact that the Transaction Assets are still in a start up phase and there is an element of uncertainty about the forecast cash flows.

10.2 Valuation of Transaction Assets

10.2.1 A condition precedent of the Transaction is a Capital Raising through the issue of 40 million shares at $0.25 per share by way of prospectus to raise $10 million. We consider that this provides a basis for the valuation of the Transaction Assets as the Capital Raising reflects the market value of the shares to be issued to acquire the Transaction Assets.

10.2.2 The new shares issued as part of the Capital Raising carry an attaching free option exercisable at $0.25 at any time prior to 30 September 2014.

10.2.3 In order to attribute a value to the ordinary share we must value the free attached option. The Black-Scholes formula is commonly used for assessing the value of options or rights over shares as it takes into account the key parameters effecting the valuation. The Black-Scholes formula is as follows: Po = PsN(d1) – EN(d2) t (1+r) d1 = log (Ps / (E/(1+r)t)) + (q t)/2 q t d2 = d1 - q t where: Po = the current value of the option or convertible note Ps = the current price of the share E = the exercise price of the option or convertible note t = the time remaining before expiration or maturity (in years) r = the continuously compounded risk free rate of interest q = an estimate of the standard deviation of the continuously

compounded annual rate of return on the shares N(d1)&N(d2) = the probability that a deviation less than d will occur in a

normal distribution with a mean of zero and a standard deviation of one.

The assumptions underlying the Black-Scholes formula are as follows: the underlying share pays no dividends during the life of the option; the option can only be exercised on the expiration date; there are no margin requirements, taxes or transaction costs; the risk-free interest rate is constant over time and the market operates continuously; the volatility of the share is constant and is defined as the standard deviation of the share’s price

movement; short selling is permitted.

10.2.4 The assumptions underlying the Black-Scholes formula outlined above are as follows:

Ps = $0.25 E = $0.25 t = 3 years r = 4.6% q (1) = 20% Po = $0.05

(1) Assumed volatility factor for the Plentex shares based on the expected movement of the share price over

the 3 year period of the options. In determining the volatility factor we have considering the time frame

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needed to commercialise the Company’s projects and the level of initial cash outflows required before any net profits will be earned. Unlike some start-up companies with high initial growth, Plentex’s growth will be nominal over the 3 year period of the options as its projects (the Transaction Assets) will still be in demonstration stage over this period and the underlying technology of the Transaction Assets is yet to be proven commercially viable in a significant manner.

10.2.5 Based on the application of the Black Scholes formula above, we are of the opinion that the indicative valuation of the free attached option is $0.05.

10.2.6 We therefore conclude that the value of the Transaction Assets is the amount at which the potential investors are willing to pay to invest in these assets, being $0.20 per share, adjusted to exclude the value of the free attached option. The consideration for the Transaction Assets comprises the issue of 12,000,000 ordinary shares fully paid in Plentex and 33,750,000 Performance Shares.

10.2.7 The Performance Shares being issued as part of the Transaction are as follows:


Share


Shares

Milestone Probability of Achieving Milestone


75%


60%


50%

Total 33,750,000

10.2.8 We have discounted the value attributed to the Performance Share by the probability of achieving each milestone as discussed with Directors.

10.2.9 The Class A Performance Shares are valued as follows:

No Of Class A Performance Shares 10,500,000 Value per share $ 0.20

$2,100,000

$525,000 Discount for 75%Probability

$1,575,000 Value of Class A Performance Shares

10.2.10 The Class B Performance Shares are valued as follows:

No Of Class B Performance Shares 5,250,000 Value per share $ 0.20

$1,050,000

$420,000 Discount for 60% Probability to Achieve Milestone B

Value of Class B Performance Shares $630,000

10.2.11 The Class C Performance Shares are valued as follows:

No Of Class C Performance Shares 18,000,000 Value per share $ 0.20

$3,600,000

$1,800,000 Discount for 50 % Probability to Achieve Milestone C

$1,800,000 Value of Class C Performance Shares

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10.3 Conclusion on the Value of Transaction Assets 10.3.1 We therefore have determined that the most likely value of the Transaction Assets is $6,405,000 as shown in

the following table: Shares

Blue Sundial ($)

SA Algal Biorefinery Project ($)

Transaction Assets ($)

12,000,000 Ordinary shares 1,600,000 800,000 2,400,000 10,500,000 Class A Performance Shares 1,050,000 525,000 1,575,000 5,250,000 Class B Performance Shares 420,000 210,000 630,000 18,000,000 Class C Performance Shares 1,200,000 600,000 1,800,000 Value of Transaction Assets 4,270,000 2,135,000 6,405,000

10.3.2 Plentex already own a 10.7% interest in Blue Sundial and are acquiring the remaining 89.3% as part of the

Transaction. The above valuation of Blue Sundial is for the 89.3% interest being acquired. Based on the above analysis, the value of the Blue Sundial shares currently held by Plentex is $511,635.

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11 VALUE OF PLENTEX

11.1 Selected Methodologies 11.1.1 We have selected realisable value of assets as the primary valuation methodology for Plentex as detailed in

section 9.

11.1.2 We are of the opinion that a secondary valuation methodology for Plentex is not required as none of the alternate methodologies are appropriate due to the fact that the company has no historical earnings and its main assets are its investments in Blue Sundial and mining interests.

11.1.3 The realisation of assets is an appropriate valuation method for Plentex, which comprises predominantly cash, receivables, payables and a 10.7% interest in Blue Sundial.

11.2 Financial information relied upon in applying selected valuation methods

11.2.1 We have reviewed the audited financial accounts for the last two years and the last half year of Plentex.

Ultimately, the Management of Plentex are responsible for the preparation and presentation of the financial information provided. The purpose of our review is to establish that the financial information used is not materially misstated. This review does not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

11.3 Realisation of Assets

11.3.1 Our assessment of the net asset value of Plentex is shown in the table below, based on Plentex’s reviewed balance sheet as at 31 December 2010.

PLENTEX LIMITED

CONSOLIDATED BALANCE SHEET

31 December

2010 RevaluedPro forma

(11.3.2 a, b, c)

Revalued Pro forma

(11.3.2 a, b, c, d)CURRENT ASSETS Cash and cash equivalents 411,525 510,000 10,510,000Trade and other receivables 3,187 3,187 3,187

414,712 513,187 10,513,187NON-CURRENT ASSETS Other financial assets (1) 206,305 511,635 511,635Property, plant & equipment 11,839 11,839 11,839 218,144 523,474 523,474 TOTAL ASSETS 632,856 1,036,661 11, 036,661

CURRENT LIABILITIES Trade and other payables 78,666 78,666 78,666

78,666 78,666 78,666

TOTAL LIABILITIES 78,666 78,666 78,666

NET ASSETS 554,190 957,995 10,957,995

1) 10.7% of the issued Capital of Blue Sundial Pty Ltd.

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11.3.2 The revalued pro forma balance sheets include the following adjustments: a. The book value of the investment in Blue Sundial currently held by the company (10.7%) has been

replaced by the valuation of the shares of Blue Sundial of $511,635 as detailed in section 10.3. b. Subsequent to 31 December 2010 Plentex raised $142,383 from the issue of 3,559,575 shares at

$0.04 each, and $323,996 from the exercise of 9,257,035 options at $0.035 each. Cash has been increased by the total proceeds of these share issues of $466,379.

c. As per the report (Appendix 5B) lodged with ASX for the quarter ended 31 March 2011, Plentex had

cash on hand of $510,000 as at 31 March 2011. We have adjusted the pro forma balance sheet to reflect this cash balance by reducing cash by $367,904, which recognises administration expenditure incurred after 31 December 2010.

d. The issue of 40 million shares by way of prospectus to raise $10 million. The Capital Raising is a

condition precedent of the Transaction and will therefore be undertaken and completed before the Transaction is completed. The inclusion of the Capital Raising in the pro forma balance sheet also reflects the market value of the shares on issue at the time of the Transaction.

11.3.3 Plentex currently has 16,392,492 ordinary shares on issue (on a post-consolidation basis). Prior to the

capital raising the net asset backing per share is therefore $0.058 per share.

11.3.4 The number of shares on issue will increase to 56,392,492 after completion of the Capital Raising. This results in a net asset backing per share of $0.194 per share.

11.3.5 We have not adjusted the number of shares on issue or the net assets value for the exercise of any options as the options on issue in Plentex have an exercise price of $0.25 each (post-Consolidation) and are therefore out-of-the-money based on the valuation of Plentex shares.

11.3.6 A total of 12,000,000 ordinary shares are being issued as part of the Transaction, with a total value of $696,000 based on $0.058 per share and $2,328,000 based on $0.194 per share.

11.4 Market Value of Performance Shares

The Performance Shares being issued as part of the Transaction are as follows:


Share


Shares

Milestone Probability of Achieving Milestone


75%


60%


50%

Total 33,750,000

The shares of the company are not publicly traded and therefore do not have a market price or

trading history or risk profile suitable for calculation as inputs into generally accepted pricing models.

We have based our valuation of the performance shares to be issued on the value of an ordinary

share as calculated at point 11.3.

We have discounted the value of the performance share by the probability of achieving each milestone as discussed with Directors.

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11.4.1 The Class A Performance Shares are valued as follows:

No Of Class A Performance Shares 10,500,000 10,500,000 Value per share as calculated in point 11.3 $0.058 $0.194

$609,000

$2,037,000

$152,250

Discount for 75%Probability $509,250

$456,750 Value of Class A Performance Shares $1,527,750

11.4.2 The Class B Performance Shares are valued as follows:

No Of Class B Performance Shares 5,250,000 5,250,000 Value per share as calculated in point 11.3 $0.058 $0.194

$304,500

$1,018,500

$121,800

Discount for 60% Probability to Achieve Milestone B $407,400

Value of Class B Performance Shares $182,700 $611,100

11.4.3 The Class C Performance Shares are valued as follows:

No Of Class C Performance Shares 18,000,000 18,000,000 Value per share as calculated in point 11.3 $0.058 $0.194

$1,044,000

$3,492,000

$522,000

Discount for 50 % Probability to Achieve Milestone C $1,746,000

$522,000 Value of Class C Performance Shares $1,746,000

11.5 Conclusion on the Value of Plentex Shares 11.5.1 The consideration for the Transaction comprises the issue of 12,000,000 ordinary shares fully paid in

Plentex and 33,750,000 Performance Shares. We therefore have determined that the most likely value of the Plentex consideration as part of the Transaction is $1,857,450 prior to the Capital Raising and $6,212,850 after the Capital Raising, as shown in the following table: Shares

Reference

Value Pre Capital Raising ($)

Value Post Capital Raising ($)

12,000,000 Ordinary shares 11.3 696,000 2,328,000 10,500,000 Class A Performance Shares

11.4.1 456,750 1,527,750 5,250,000 Class B Performance Shares

11.4.2 182,700 611,100 18,000,000 Class C Performance Shares

11.4.3 522,000 1,746,000 Total Value of Plentex Transaction Consideration 1,857,450 6,212,850

11.5.2 We believe the value prior to the Capital Raising of $1,857,450 is most appropriate as the value post Capital

Raising is only likely to be realised on the basis of the Transaction proceeding.

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12 ADVANTAGES & DISADVANTAGES OF THE PROPOSAL

12.1 Approach to assessing Fairness and Reasonableness

HCC has followed the guidelines of ASIC Regulatory Guide 111 in assessing the fairness and reasonableness of the Transaction. In forming its conclusions in this report, HCC compared the advantages and disadvantages for Non-Associated Shareholders if the Transaction proceeds.

12.2 Advantages of the Transaction

12.2.1 Currently the company holds only cash assets and its 10.7% interest in Blue Sundial. Given its limited capital and having no current income producing assets it will have difficulty in creating significant value for shareholders.

12.2.2 The Transaction provides an opportunity for Plentex to actively commence trading in the biofuel and biomass industries and create shareholder value, as opposed to holding a passive investment in Blue Sundial.

12.2.3 A condition of the Transaction is the completion of the Capital Raising which will contribute up to $10 million to meet the costs of the Company's proposed and on-going business operations. The other objective of the Capital Raising will be to achieve the shareholder spread necessary to obtain the ASX’s approval for requotation of the Company’s securities on the ASX.

12.2.4 The Transaction will enable the Company to apply to ASX to have its suspension of share trading removed and allow its shares to be traded on the ASX.

12.2.5 We are unaware of any alternative proposal at the date of this report that may realise better value for Plentex shareholders.

12.3 Disadvantages of the Transaction

12.3.1 The Transaction Assets involve new technology in an emerging market. The technology is still relatively unproven on a commercial basis and therefore carries an extremely high level of business risk.

12.3.2 The transaction will result in the dilution of current shareholders ownership percentages.

12.3.3 Significant capital expenditure will be required involving the Company taking on debt or requiring future capital raisings. This will result in further dilution of current shareholders ownership percentages.

12.3.4 There may be other opportunities Plentex will not be able to undertake to realise the value of its listing if it accepts this Transaction.

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13 CONCLUSION AS TO FAIRNESS AND REASONABLENESS

13.1 Fairness

For the Transaction to be fair, the value of the Transaction Assets (Blue Sundial Shares and SA Algal Biorefinery Project) being acquired must be equal to or greater than the value of the consideration, being Plentex ordinary shares and performance shares. Based on the analysis contained in section 10 of this report, the indicative value of the Transaction Assets is $6,405,000. Consideration within or below this value would be fair. We have valued the Plentex consideration for the Transaction Assets in section 11 at $1,857,450 prior to the Capital Raising and $6,212,850 after the Capital Raising. We believe the value prior to the Capital Raising of $1,857,450 is most appropriate as the value post Capital Raising is only likely to be realised on the basis of the Transaction proceeding.

Therefore, based on a comparison of the value attributed to the Transaction Assets and the consideration being paid by Plentex, in our opinion the Transaction is fair.

13.2 Reasonableness

ASIC Regulatory Guide 111 states that a transaction is reasonable if: The Transaction is fair; or Despite not being fair the expert believes that there are sufficient reasons for security holders to accept

the offer in the absence of any higher bid before the close of the offer. We have concluded that the Transaction is fair and reasonable.

In forming our opinion we have also considered the following relevant factors.

Currently the company holds only cash assets and its 10.7% interest in Blue Sundial. Given its limited capital and having no current income producing assets it will have difficulty in creating significant value for shareholders.

The Transaction provides an opportunity for Plentex to actively commence trading in the biofuel and biomass industries and create shareholder value, as opposed to holding a passive investment in Blue Sundial.

A condition of the Transaction is the completion of the Capital Raising which will contribute up to $10 million to meet the costs of the Company's proposed and on-going business operations. The other objective of the Capital Raising will be to achieve the shareholder spread necessary to obtain the ASX’s approval for requotation of the Company’s securities on the ASX.

The Transaction will enable the Company to commence a process to have its suspension of share trading removed and allow its shares to be traded on the ASX.

We are unaware of any alternative proposal at the date of this report that may realise better value for Plentex shareholders.

Having considered that the Transaction is fair, the potential of the Transaction Assets and the alternatives of not proceeding with the Transaction, in our opinion the Non-Associated Shareholders of Plentex should benefit if the Transaction proceeds and therefore, in our opinion the Transaction is reasonable.

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13.3 General

Appendix I – Details the Sources of Information that were reviewed and relied on in preparing this report;

Appendix II – Details the Qualifications and experience of HCC and of the persons involved in preparing this report which also contains declarations that form part of, and should be read in conjunction with the report;

Appendix III – Financial Services Guide Yours faithfully Hall Chadwick Corporate (NSW) Limited

DREW TOWNSEND DAVID KENNEY

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APPENDIX I - SOURCES OF INFORMATION

Plentex Limited Audited Financial Reports for the financial years ended 30 June 2009 and 30 June 2010; Plentex Limited Reviewed Financial Report for the half year ended 31 December 2010; Blue Sundial Pty Ltd Unaudited Financial Reports for the financial years ended 30 June 2009 and 30 June 2010;

Blue Sundial Pty Ltd Unaudited Financial Report for the half year ended 31 December 2010; Plentex Limited Notice of General Meeting;

Plentex Limited Explanatory Memorandum; Sale of Shares Agreement and Convertible Note Agreement between Plentex and Blue Sundial dated 17 June

2010, Deed of Variation dated 24 February 2011 and other subsequent variations;

Agreement between Plentex and Flinders Partners dated 25 February 2011 and revised Agreement dated 3 June 2011;

Independent Engineers Technical Due Diligence Report into OpenAlgae Technology;

Agreement between Blue Sundial and OpenAlgae LLC to provide Algae Processing Technology and Algae Processing Services;

Publicly available information on Plentex, Blue Sundial and comparable companies, including media releases, ASX announcements and websites;

Published article from Nature Biotechnology, Volume 28, Number 2, February 2010: “An Economic and Technical Evaluation of Microalgal Biofuels”, Stephens et al.

Regulatory Guide 74 ‘Acquisitions Agreed to by Shareholders’; Regulatory Guide 111 ‘Content of Expert Reports’; Regulatory Guide 112 ‘Independence of Expert’s Reports’.

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APPENDIX II - STATEMENT OF DECLARATION & QUALIFICATIONS Confirmation of Independence Prior to accepting this engagement HCC determined its independence with respect to Plentex, Blue Sundial and Flinders Partners with reference to ASIC Regulatory Guide 112 (RG 112) titled “Independence of Expert’s Reports”. HCC considers that it meets the requirements of RG 112 and that it is independent of Plentex, Blue Sundial and Flinders Partners.

Also, in accordance with s648 (2) of the Corporations Act we confirm we are not aware of any business relationship or financial interest of a material nature with Plentex, Blue Sundial, Flinders Partners or their related parties or associates that would compromise our impartiality.

Mr Drew Townsend and Mr David Kenney, directors of Hall Chadwick Corporate (NSW) Limited, have prepared this report. Neither they nor any related entities of Hall Chadwick Corporate (NSW) Limited have any interest in the promotion of the Transaction nor will Hall Chadwick Corporate (NSW) Limited receive any benefits, other than normal professional fees, directly or indirectly, for or in connection with the preparation of this report. Our fee is not contingent upon the success or failure of the Transaction, and has been calculated with reference to time spent on the engagement at normal professional fee rates for work of this type. Accordingly, HCC does not have any pecuniary interests that could reasonably be regarded as being capable of affecting our ability to give an unbiased opinion under this engagement. HCC provided a draft copy of this report to the Directors and management of Plentex for their comment as to factual accuracy, as opposed to opinions, which are the responsibility of HCC alone. Changes made to this report, as a result of the review by the Directors and management of Plentex have not changed the methodology or conclusions reached by HCC. Reliance on Information The statements and opinions given in this report are given in good faith and in the belief that such statements and opinions are not false or misleading. In the preparation of this report HCC has relied upon information provided on the basis it was reliable and accurate. HCC has no reason to believe that any information supplied to it was false or that any material information (that a reasonable person would expect to be disclosed) has been withheld from it. HCC evaluated the information provided to it by Plentex and Blue Sundial as well as other parties, through enquiry, analysis and review, and nothing has come to its attention to indicate the information provided was materially mis-stated or would not afford reasonable grounds upon which to base its report. Accordingly, we have taken no further steps to verify the accuracy, completeness or fairness of the data provided. Our procedures and enquiries do not include verification work, nor constitute an audit or review in accordance with Australian Auditing Standards. HCC does not imply and it should not be construed that it has audited or in anyway verified any of the information provided to it, or that its enquiries could have verified any matter which a more extensive examination might disclose. The sources of information that we relied upon are outlined in Appendix I of this report. Plentex has provided an indemnity to HCC for any claims arising out of any mis-statement or omission in any material or information provided by Plentex to HCC in preparation of this report. Qualifications Hall Chadwick Corporate (NSW) Limited (“HCC”) carries on business at Level 29, St Martin’s Tower, 31 Market Street, Sydney NSW 2000. HCC holds Australian Financial Services Licence No. 227902 authorising it to provide financial product advice on securities to retail clients. HCC’s representatives are therefore qualified to provide this report. Consent and Disclaimers The preparation of this report has been undertaken at the request of the Directors of Plentex. It also has regard to relevant ASIC Regulatory Guides. It is not intended that the report should be used for any other purpose than to accompany the Notice of General Meeting to be sent to Plentex shareholders. In particular, it is not intended that this report should be used for any purpose other than as an expression of HCC’s opinion as to whether or not the Transaction is fair and reasonable. HCC consent to the issue of this report in the form and context in which it is included in the Notice of General Meeting to be sent to Plentex shareholders. Shareholders should read all documents issued by Plentex that consider the Transaction in its entirety, prior to proceeding with a decision. HCC had no involvement in the preparation of these additional documents, with the exception of this report.

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This report has been prepared specifically for the non-associated shareholders of Plentex. Neither HCC, nor any member or employee thereof undertakes responsibility to any person, other than an non-associated shareholder of Plentex, in respect of this report, including any errors or omissions howsoever caused. This report is "General Advice" and does not take into account any person's particular investment objectives, financial situation and particular needs. Before making an investment decision based on this advice, you should consider, with or without the assistance of a securities advisor, whether it is appropriate to your particular investment needs, objectives and financial circumstances. HCC its officers, representatives, employees and agents disclaim all liability (except for any liability which by law cannot be excluded), for any error, inaccuracy in, or omission from the information contained in this report for any loss or damage suffered by any person directly or indirectly through reliance on this information. Our procedures and enquiries do not include verification work, nor constitute an audit or review in accordance with Australian Auditing Standards. Our opinions are based on economic, market and other conditions prevailing at the date of this report. Such conditions can change significantly over relatively short periods of time. Furthermore, financial markets have been particularly volatile in recent times. Accordingly, if circumstances change significantly, subsequent to the issue of the report, our conclusions and opinions may differ from those stated herein. There is no requirement for HCC to update this report for information that may become available subsequent to this date.

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APPENDIX III - FINANCIAL SERVICES GUIDE Hall Chadwick Corporate (NSW) Limited (“HCC”) carries on business at Level 29, St Martin’s Tower, 31 Market Street, Sydney NSW 2000. HCC holds Australian Financial Services Licence No. 227902 authorising it to provide financial product advice on securities to retail clients. The Corporations Act 2001 requires HCC to provide this Financial Services Guide (“FSG”) in connection with its provision of an independent expert’s report (“Report”) which is included in a Notice of Meeting (“Notice”) provided to members by the company or other entity for which HCC prepares the Report. HCC does not accept instructions from retail clients. HCC provides no financial services directly to retail clients and receives no remuneration from retail clients for financial services. HCC does not provide any personal retail financial product advice to retail investors nor does it provide market-related advice to retail investors. When providing Reports, HCC’s client is the Entity to which it provides the Report. HCC receives its remuneration from the Entity. In respect of the Report for Plentex Limited (“Plentex”) in relation to the proposed Transaction with Blue Sundial and Flinders Partners, HCC will receive a fee for its services on a time cost basis estimated to be $20,000, excluding GST. No related body corporate of HCC, or any of the directors or employees of HCC or of any of those related bodies or any associate receives any remuneration or other benefit attributable to the preparation and provision of the Report. HCC is required to be independent of the Entity in order to provide a Report. The guidelines for independence for the preparation of Reports are set out in Regulatory Guide 112 issued by the Australian Securities & Investments Commission. The following information in relation to the independence of HCC is stated in Appendix II of the Plentex Report:

“Hall Chadwick Corporate (NSW) Limited (“HCC”) has a license to prepare reports under the Corporations Act and its representatives are qualified to provide this report. Prior to accepting this engagement HCC determined its independence with respect to Plentex, Blue Sundial and Flinders Partners with reference to ASIC Regulatory Guide 112(RG 112) titled “Independence of Expert’s Reports”. HCC considers that it meets the requirements of RG 112 and that it is independent of Plentex, Blue Sundial and Flinders Partners.

Also, in accordance with s648 (2) of the Corporations Act we confirm we are not aware of any business relationship or financial interest of a material nature with Plentex, its related parties or associates that would compromise our impartiality.

Mr Drew Townsend and Mr David Kenney, directors of Hall Chadwick Corporate (NSW) Limited, have prepared this report. Neither they nor any related entities of Hall Chadwick Corporate (NSW) Limited have any interest in the promotion of the Transaction nor will Hall Chadwick Corporate (NSW) Limited receive any benefits, other than normal professional fees, directly or indirectly, for or in connection with the preparation of this report. Our fee is not contingent upon the success or failure of the Transaction, and has been calculated with reference to time spent on the engagement at normal professional fee rates for work of this type. Accordingly, HCC does not have any pecuniary interests that could reasonably be regarded as being capable of affecting our ability to give an unbiased opinion under this engagement.”

HCC has internal complaints-handling mechanisms and is a member of the Financial Ombudsman Service, membership number 11442. HCC is only responsible for the Report and this FSG. Complaints or questions about the Notice should not be directed to HCC who is not responsible for that document. HCC will not respond in any way that might involve any provision of financial product advice to any retail investor.

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Turn over to complete the form

Lodge your vote:

By Mail:Computershare Investor Services Pty LimitedGPO Box 242 MelbourneVictoria 3001 Australia

Alternatively you can fax your form to(within Australia) 1800 783 447(outside Australia) +61 3 9473 2555

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Proxy Form

Update your securityholding, 24 hours a day, 7 days a week:

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PLEASE NOTE: For security reasons it is important that you keep yourSRN/HIN confidential.

For your vote to be effective it must be received by 11.00am Tuesday, 20 September 2011

How to Vote on Items of BusinessAll your securities will be voted in accordance with your directions.

Appointment of ProxyVoting 100% of your holding: Direct your proxy how to vote bymarking one of the boxes opposite each item of business. If you donot mark a box your proxy may vote as they choose. If you markmore than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of yourvoting rights by inserting the percentage or number of securitiesyou wish to vote in the For, Against or Abstain box or boxes. Thesum of the votes cast must not exceed your voting entitlement or100%.

Appointing a second proxy: You are entitled to appoint up to twoproxies to attend the meeting and vote on a poll. If you appoint twoproxies you must specify the percentage of votes or number ofsecurities for each proxy, otherwise each proxy may exercise half ofthe votes. When appointing a second proxy write both names andthe percentage of votes or number of securities for each in Step 1overleaf.

Signing InstructionsIndividual: Where the holding is in one name, the securityholdermust sign.Joint Holding: Where the holding is in more than one name, all ofthe securityholders should sign.Power of Attorney: If you have not already lodged the Power ofAttorney with the registry, please attach a certified photocopy of thePower of Attorney to this form when you return it.Companies: Where the company has a Sole Director who is alsothe Sole Company Secretary, this form must be signed by thatperson. If the company (pursuant to section 204A of the CorporationsAct 2001) does not have a Company Secretary, a Sole Director canalso sign alone. Otherwise this form must be signed by a Directorjointly with either another Director or a Company Secretary. Pleasesign in the appropriate place to indicate the office held. Delete titlesas applicable.

Attending the MeetingBring this form to assist registration. If a representative of a corporatesecurityholder or proxy is to attend the meeting you will need toprovide the appropriate “Certificate of Appointment of CorporateRepresentative” prior to admission. A form of the certificate may beobtained from Computershare or online at www.investorcentre.comunder the information tab, "Downloadable forms".

Comments & Questions: If you have any comments or questions forthe company, please write them on a separate sheet of paper andreturn with this form.

A proxy need not be a securityholder of the Company.

www.investorcentre.comSRN/HIN:

916CR_0_Sample_Proxy/000001/000002/i

*M000001Q02*

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Change of address. If incorrect,mark this box and make thecorrection in the space to the left.Securityholders sponsored by abroker (reference numbercommences with ’X’) should adviseyour broker of any changes.

Proxy Form Please mark to indicate your directions

Appoint a Proxy to Vote on Your BehalfSTEP 1

STEP 2 Items of Business PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on yourbehalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

SIGN Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3

Sole Director and Sole Company Secretary Director Director/Company Secretary

ContactName

ContactDaytimeTelephone Date

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

I/We being a member/s of Plentex Limited hereby appoint

the Chairmanof the Meeting OR

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxyto act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, asthe proxy sees fit) at the General Meeting of Plentex Limited to be held in the Sebel One Room, Level 9, the Sebel & Citigate Hotel, 65Queens Road, Melbourne, Victoria on Thursday, 22 September 2011 at 11.00am and at any adjournment of that meeting.

PLEASE NOTE: Leave this boxblank if you have selected theChairman of the Meeting. Do notinsert your own name(s).

Important for Items 3B and 7A: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Items 3B or 7Abelow, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of theMeeting will not cast your votes on Items 3B or 7A and your votes will not be counted in computing the required majority if a poll is called onthese items. The Chairman of the Meeting intends to vote undirected proxies in favour of Items 3B and 7A.

I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he/she has an interest in the outcome of that itemand that votes cast by him/her, other than as proxy holder, would be disregarded because of that interest.

*I9999999999*

P R M 1 3 3 5 2 8 A

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Item 1. Change in Nature andScale of Activities

Item 2. Consolidation of Sharesand Existing Options

Item 3A. Issue of Free BonusOptions to Non-RelatedParties of the Company

Item 3B. Issue of Free BonusOptions to Related Partiesof the Company

Item 4A. Issue of Shares to Non-Related Blue SundialVendors

Item 4B. Issue of Shares toRelated Blue SundialVendors

Item 5. Issue of New Shares andPerformance Shares toFlinders Partners

Item 6. Authorisation for an Issueof New Shares and NewOptions

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Item 7A. Approval of ProposedIssue of Options to PeterClive Streader

Item 7B. Approval of ProposedIssue of Options to DanielPaul Goldman

Item 7C. Approval of ProposedIssue of Options to DavidVinson

Item 7D. Approval of ProposedIssue of Options to MasonReiner

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ASX Announcement PLENTEX GENERAL MEETING – 22 SEPTEMBER … · A General Meeting of Plentex...

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Transcript of ASX Announcement PLENTEX GENERAL MEETING – 22 SEPTEMBER … · A General Meeting of Plentex...