RTO Draft

Confidential Information Memorandum Prepared for : QLD RTO Acquisition Contact Details: Stephen Potticary Email: [email protected] Prepared by : John Gabriel By accepting a copy of this memorandum, the recipient agrees that it shall not contact or discuss the contents of this memorandum with any officer, employee, supplier, customer, licensor, franchisee, or associate of QLD RTO Acquisition without the prior consent of Stephen Potticary. This Memorandum and further information that may be supplied on the terms set out above and, on the terms, contained in a confidentiality agreement entered into by the recipient, the terms of which incorporate the above conditions and which contain restrictions on the use of the information, its disclosure, and the conduct of the recipient subsequent to the recipient. The recipient acknowledges the foregoing, and it is hereby agreed that the terms of the confidentiality agreement are incorporated into and form partof these conditions.

Business Profit Investment $350,000 (Normalised) Memorandum QLD RTO Acquisition Investment $500,000 Year Established 2005 Key Points About the Business Established 18 years Consistent turnover Solid profits Significant expansion opportunities IMPORTANT NOTICE TO BUYERS & INVESTORS ALLBIZ HAS BEEN ENGAGED TO ASSIST THE VENDOR IN THE INVESTMENT PROCESS AND NOT AS THE AGENT OR BROKER. THE ROLE OF THE ALLBIZ DEAL ROOM IS TO MANAGE THE PROCESS.

Disclaimer The information contained in this information memorandum and any other verbal or written information given in respect of QLD RTO Acquisition (\"Information\") is provided to the recipient (\"you\") on the following conditions. 1. The listing consultant, John Gabriel nor Allbiz Deal Room (ABN 56 630 339 150) or any of its officers, employees, or consultants (\"we, us\") make no representation, warranty, or guarantee that the information, whether or not in writing, is complete, accurate, or balanced. Some information has been obtained from third parties and has not been independently verified. Accordingly, no warranty, representation, or undertaking, whether express or implied, is made, and no responsibility is accepted by us as to the accuracy of any part of this or any further information supplied by or on our behalf, whether orally or in writing. 2. All visual images (including but not limited to plans, photographs, specific productions, and artist impressions) are indicative only and are subject to change. Any measurement noted is indicative and not to scale. All outlines on photographs are indicative only. 3. The information does not constitute, and should not be considered as, a recommendation in relation to the investment in the business or property or a solicitation of the investment. 4. You should satisfy yourself as to the accuracy and completeness of the information through your own inspections, surveys, enquiries, and searches by your own independent consultants, and we recommend that you obtain independent legal, financial, and taxation advice. This includes as to whether any listing price is inclusive or exclusive of GST. 5. We are not valuers and make no comment as to the value of the business or property. \"Sold/leased\" designations show only that stock is \"currently not available,\" not that the business or property is contracted or settled. If you require a valuation, we recommend that you obtain advice from a registered valuer. 6. This memorandum does not and will not form part of agreement for the business or property. The only information, representations, and warranties upon which you will be entitled to rely will be as expressly set out in the term sheet. 7. Interested parties will be responsible for meeting their own costs of participating in the investment process for the business or property. 8. We will not be liable to you (to the full extent permitted by law) for any liabilities, costs, or expenses incurred in connection with the information, whether the loss or damage arises in connection with any negligence, default, or lack of care on our part. 9. No person is authorised to give information other than the information in this document and any statement or representation by an officer, agent, supplier, customer, relative, or employee of the vendor will not be binding on the vendor or us. 10. To the extent that any of the above paragraphs may be construed as being a contravention of any law of the state or the Commonwealth, such paragraphs should be read down, severed, or both, as the case may require, and the remaining paragraphs shall continue to have full force and effect. Information Memorandum for QLD RTO Acquisition

Conditions of Issue 1. This memorandum is supplied on the following conditions, which are expressly accepted and agreed to by the recipient in part as consideration for the supply of the memorandum, as evidenced by the recipient's retention of this document. If these conditions are not acceptable, the memorandum is to be returned. 2. This memorandum does not purport to contain all of the information that may be required to evaluate an investment in QLD RTO Acquisition, intending investors and their respective advisors should conduct their own independent review, investigation, and analysis of the business listing and the information contained in or referred to in this document. 3. Neither the director(s), the company, the consultant, nor the partners and employees of the consultant, nor their respective subsidiaries or associated companies or businesses, shareholders, directors, partners, or offices (collectively the \"Beneficiaries\"), make any representation or warranty, express or implied, as to the accuracy, reliability, or completeness of the information contained in this memorandum or subsequently provided to the recipient by any of the beneficiaries. 4. Except to the extent that liability under any law cannot be excluded, the beneficiaries shall have no liability arising in relation to the information contained in this memorandum or in any other way for errors or omissions (including liability to any person by reason of negligence). 5. The estimates and projections in this memorandum rely heavily on subjective analysis and judgement, which may or may not be accurate. There are typically discrepancies between forecasts and actual outcomes, and events frequently deviate from expectations. 6. The recipient, any intending investors, and their respective advisors should conduct their own independent review of the assumptions, calculations, and accounting policies underlying the estimates and projections. The beneficiaries may update or supplement this information at their sole discretion and without any obligation to do so. The provision of any additional information is subject to these terms and conditions. 7. This Memorandum, including any update or supplement to this document, does not and will not form part of any term sheet or investment agreement that may result from the review, investigations, and analysis of the company by the recipient, intending investors, and/or their respective Any agreement for the investment in the company will contain any and all information, representations, and warranties upon which the recipient or any other intending investor should rely. 8. The formal investment agreement or term sheet will also contain an acknowledgement by the recipient that it has not relied on any representations or warranties by any of the beneficiaries in entering into the agreement other than any representations and warranties set out in the agreement itself. 9. The company reserves the right to evaluate any offers and to reject any and all offers submitted without giving reasons. The beneficiaries shall not be liable to compensate the recipient or any intending investors for any costs or expenses incurred in reviewing, investigating, or analysing any information in relation to the company, whether in making an offer or otherwise. The information in this memorandum is provided to the recipient only as a matter of It does not amount to a recommendation, either expressly or impliedly, with respect to the purchase of the company. 10. The information in this memorandum may not be appropriate for all persons, and it is not possible for the beneficiaries to have regard to the investment objectives, financial situation, and particular needs of each person who reads or uses the information in this memorandum. Before acting in reliance on the information in this memorandum, the recipient should check its accuracy, reliability, and completeness and obtain independent and specific advice from appropriate experts. Information Memorandum for QLD RTO Acquisition

Purpose of this Document Stephen Potticary in the capacity of the manager and director of QLD RTO Acquisition ABN has decided to seek investors for the business QLD RTO Acquisition and has requested that Allbiz Deal Room Pty Ltd (ABN 56 630 339 150) serve as the process's communication medium. This confidential information memorandum (\"Memorandum\") has been prepared for selected parties with a preliminary understanding of the business of QLD RTO Acquisition and to assist the recipient of the memorandum (\"Recipient\") in making their own independent appraisal of QLD RTO Acquisition before making any investment. The memorandum does not purport to be complete or contain all of the information that a prospective investor may require. No representation or warranty is made (or will be made in any investment agreement) as to the accuracy, reliability, or completeness of any information contained in this memorandum for QLD RTO Acquisition, or the directors or shareholders of QLD RTO Acquisition, the consultant John Gabriel, or Allbiz Deal Room (ABN 56 630 339 150). The Recipient agrees by receiving this memorandum that it shall not copy, reproduce, or distribute to others this Memorandum, whether in whole or in part, without the prior written consent of QLD RTO Acquisition. Further, the recipient of this memorandum will keep permanently confidential all information contained herein that is not already public and will use this memorandum only for assessing QLD RTO Acquisition. On request, the recipient will promptly return all material received from the QLD RTO Acquisition, the directors, and Allbiz Deal Room, including this memorandum, without retaining copies. All projections in this memorandum have been prepared by QLD RTO Acquisition,or their accountants for inclusion in this memorandum. Any past or projected profit assumptions are examples only; they do not constitute, and should not be regarded as, a representation that the projected results will actually be achieved or that the underlying assumptions are valid or can be met under new management. The projections are subject to uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the control of QLD RTO Acquisition. Allbiz Deal Room and the consultant, John Gabriel have not independently verified the projections. All currency amounts are expressed in Australian dollars unless otherwise stated. All inquiries in connection with this investment process in general should be directed to the listing owner, who is representing themselves in the transaction. All contact between the directors and employees of QLD RTO Acquisition and prospective investors will be arranged by the seller named in this document. Under no circumstances should prospective investors/investors contact staff or employees of QLD RTO Acquisition. Information Memorandum for QLD RTO Acquisition

Table of Contents 01 02 Welcome 03 04 Executive Summary 05 A Word from the Owners 06 Business Description 07 Courses Offered 08 SWOT 09 Business History 10 Customers 11 Structure and People 12 Competitors 13 Marketing Activities 14 Financials 15 Use of Funds Technology Processes Investment Process Information Memorandum for QLD RTO Acquisition

2. Executive Summary We have prepared this investment document to present an exclusive and thrilling investment opportunity. This opportunity involves co- investing in an already flourishing and reputable Registered Training Organisation (RTO) based in Queensland. The RTO has already proven to be a highly prosperous and lucrative endeavour, with immense potential for even more growth and expansion. There is an expansive untapped market eagerly awaiting exploration through the incorporation of new training solutions in agriculture, civil, mining, renewable energy, and transport sectors, both in Queensland and neighbouring New South Wales. Investing in this RTO will provide you with a highly lucrative opportunity that promises to deliver exceptional returns on your investment. Additionally, you will be partnering with a team of experienced and committed professionals who strive for excellence and success. In essence, this document presents you with the perfect chance to invest in a proven and profitable enterprise that is poised for unprecedented growth and expansion. Therefore, we urge you to take a closer look, consider your options, and seize this opportunity while it lasts! Information Memorandum for QLD RTO Acquisition

3. A Word from Stephen Hello, and thank you for considering this RTO opportunity for partnership or investment. My name is Stephen Potticiary, a training sector specialist. I am thrilled to announce that I have reached a preliminary agreement to acquire an established RTO organisation in Queensland from the current owners, who have been running the business for 18 years and are ready to retire. Currently, this business is generating a whopping $1 million in revenue and $350,000 in profit with just one trainer working three days a week. However, its offerings are limited to civil courses. My vision is to transform it into a comprehensive one-stop-shop that caters to a diverse range of sectors, including agriculture, civil, mining, renewable, and transport. The potential addition of labour-hire services in the near future and expansion plans into NSW further enhance its growth prospects. My team will consist of myself, who will handle day-to-day operations and bring in new business; a highly experienced trainer and compliance manager named John; and a certified diesel fitter with operational experience who will serve as our maintenance manager. Moreover, I have performed a thorough financial evaluation of the enterprise for the last five years, uncovering a remarkably steady operation with vast possibilities for expansion. I am excited about your interest in teaming up with or backing the business, and I am eager to discuss this opportunity with you. Please take a look through my memorandum and supporting information and feel free to contact me for any additional details you may need. Yours, Information Memorandum for QLD RTO Acquisition Stephen Potticiary

4. Business Description and Services Current Service Civil machinery courses including Cert 3 in Civil Construction and Cert 4 in Civil Construction (Supervisor). Planned Services Our vision is to broaden our horizons to incorporate heavy vehicle training and high-risk licensing. Further down the line, we are planning to venture into the world of logistics, management, and safety courses. Our 5-year plan for our labor hire company is to provide job seekers with opportunities to upskill themselves while also offering employers the convenience of having access to vetted candidates who can fill their vacancies immediately. Point of Difference Our 5-year plan for our labor hire company is to provide job seekers with opportunities to upskill themselves while also offering employers the convenience of having access to vetted candidates who can fill their vacancies immediately. Information Memorandum for QLD RTO Acquisition

5. Current Courses Certificate Courses Fork Lift Truck Course This unit specifies the skills and knowledge required to operate a forklift truck safely. Forklift truck means a powered industrial truck equipped with lifting media made up of a mast and an elevating load carriage to which is attached a pair of fork arms or other arms that can be raised 900 mm or more above the ground, but does not include a pedestrian-operated truck or a pallet truck. A person performing this work is required to hold a forklift truck high risk work (HRW) licence. This unit requires a person operating a forklift truck to plan the work, conduct routine checks on a forklift truck, shift loads in a safe manner, and safely shut down and secure equipment after completing operations. https://training.gov.au/Training/Details/tlilic2001 Certificate III in Civil Construction Plant Operations This qualification reflects the role of employees working in supervisory positions in civil construction. They perform tasks involving a broad range of varied activities most of which are complex and non-routine. They are responsible for the quantity and quality of the output of others, contribute to the development of technical solutions to non-routine problems and apply management plans to the workplace. Licensing, legislative, regulatory and certification requirements that apply to this qualification can vary between states, territories, and industry sectors. Relevant information must be sourced prior to application of the qualification. https://training.gov.au/Training/Details/RII40715 EWP High Risk Licence Courses T​ his qualification reflects the role of a skilled operator working with civil construction plant. (Applies a broad range of skills in a varied work context, using some discretion and judgement and relevant theoretical knowledge.) This nationally recognised course provides students with the skills to operate at least three but up to five different types of earth-moving equipment including excavators, loaders, dozers, graders and rollers. Information Memorandum for QLD RTO Acquisition

5. Current Courses Short Courses Civil Construction and Earth Moving RII Units of Competency Planning and preparing; conducting machine pre-operational checks; selecting, removing and fitting attachments; operating and relocating the machine; and carrying out operator maintenance and clean up. It includes knowledge of the following when conducting roller operations Key policies and procedures, legislation and established requirements for roller operations, including those relating to: isolation requirements fires, accidents and emergencies work health and safety, including signs of operator fatigue and how it should be managed site isolation and traffic control responsibilities and authorities operational, maintenance and basic diagnostics project quality requirements chain of responsibility for loading and unloading of equipment personal protective equipment recyclable materials housekeeping activities machine guidance systems Key factors affecting work activities including: equipment processes, technical capability and limitations drawings and sketches ground conditions materials characteristics, including density and viscosity Key features associated with civil construction works, including c​ ivil construction terminology basic principles of material technology and material compaction for civil works basic earthworks calculations civil construction activity sequences of road construction, earthworks and drainage Information Memorandum for QLD RTO Acquisition

6. SWOT Analysis Strengths With nearly two decades of experience to its name, this business boasts a rock-solid foundation. Its systems have been honed and perfected over the years, resulting in seamless and efficient operations that are the envy of the industry. These systems are regularly reviewed and updated to ensure they remain at the cutting edge of technology and best practises. What's more, the brand is instantly recognisable, which sets this business apart from its competitors. Thanks to significant investments in both brand and process, this business is perfectly positioned to add new training programs and expand with ease. Weaknesses Although the current business is successful, it operates with a limited selection of courses. This has been sufficient to keep the business running, it is this restriction that puts the business at risk of potential threats. Without a varied range of course offerings, the business may struggle to compete with other companies in the market that provide a more extensive range of services. The lack of variety in courses may also make it challenging for the business to retain customers who seek a more comprehensive course selection. To tackle this issue, it is crucial for the business to diversify its current offerings. This would involve expanding the range of courses offered, adding new programs that cater to different niches, or even creating partnerships with other companies to offer joint courses. By diversifying, the business can mitigate the risks that come with a limited selection of courses and create new opportunities for growth and expansion. This will not only enhance the business's competitiveness in the market but also attract and retain a wider range of customers. Information Memorandum for QLD RTO Acquisition

6. SWOT Analysis Opportunities Expanding the business by diversifying course offerings and entering the NSW market has the potential to revolutionise the company. By broadening the range of courses, we can appeal to a wider and more diverse customer base, fostering business growth and brand development. Additionally, this allows us to cater to the unique needs and interests of potential customers, creating a one-stop-shop for all their training requirements, ultimately increasing customer satisfaction and loyalty. Entering the NSW market opens up new possibilities, expanding our reach and customer base. Moreover, this move can enhance the brand's recognition and value, making it even easier to attract new customers. Threats When it comes to the risks facing the business, we are pleased to report that they are relatively minimal. However, we do recognise that the transition of ownership can be a precarious time for any company. Nevertheless, we consider ourselves fortunate to have the existing management team on board, who will be lending their expertise during an extended handover. This will guarantee a smooth and seamless transition for all stakeholders involved. We firmly believe that our team's experience and proficiency will be invaluable during this time of change, and we are confident that they will continue to steer the business in the right direction. Additionally, we are continuously monitoring industry trends and market conditions, and we stand ready to adjust our strategies as needed to stay ahead of potential threats. Ultimately, we firmly believe that our focus on collaboration, innovation, and customer satisfaction will enable us to surmount any challenges that may arise and continue to flourish in the years to come. Information Memorandum for QLD RTO Acquisition

7. Business History Civil Construction Certificates and Machinery Training N​ ationally Recognised Courses Tailored Programs E​ xperienced Trainers The story of RTO began 18 years ago, when the founder initiated the business by collaborating with TAFE. With his exceptional training skills, he earned a reputable position at various colleges and training organisations like AACC, ACTA, TAFE in Brisbane, and eventually at TAFE South West. Throughout the years, the current owner upheld his industry competency and expanded his expertise by completing additional qualifications, which added more trade certificates and formal courses to his already impressive list. Information Memorandum for QLD RTO Acquisition

15. Investment Process The directors of QLD RTO Acquisition will manage the investment process, including all negotiations, offers, and inspections. Steps in the Investment Process 1. Complete your final due diligence 2. Fill out the investment application 3. A term sheet / offer document will be issued. 4. Deposit the funds into the specified account. 5. A final agreement will be issued. Step 1: Complete your final due diligence Before making any final decisions, it is essential to complete your final due diligence. This process involves conducting a thorough review of all relevant documents and information to ensure that you have a complete understanding of the situation. It is important to carefully read and analyse any contracts, agreements, and financial statements that are involved in the decision-making process. You should also research the organisation or individual that you are considering working with to ensure they have a good reputation and a history of success. By completing your final due diligence, you can proceed confidently knowing that you have thoroughly assessed all aspects of the situation. Step 2. Fill out the investment application Before you start investing, it's important to fill out the investment application. The investment application is a crucial document that provides information about the you, the investor including your financial status. It contains personal information such as name, address, contact details, and investor status. In addition to that, it requires information about your employment status, income, net worth, and investment experience. Step 3. A term sheet will be issued The term sheet will include information such as the investment deliverables, timeline, payment structure, and any other pertinent information required. After the term sheet is issued, both parties will have the opportunity to review and provide feedback before proceeding to the final agreement Step 4. Deposit the funds into the specified account To begin making your investment, deposit the funds into the designated account. Proceed to make the deposit through your financial institution or online banking platform, and include your full name in the transaction's reference ID. Once the transaction is complete, it is best to confirm the deposit by checking the account balance or requesting a receipt. Step 5. A final agreement will be issued A final agreement will be issued to formally document the agreement between the parties. This final agreement will contain the terms and conditions and serve as a legally binding document that will govern the relationship between the parties involved and will be used as a reference point in case of any disputes or conflicts in the future. The issuance of a final agreement is an essential part of the agreement process, as it ensures that all parties involved are aware of their obligations and responsibilities and provides clarity and transparency in the agreement reached. Information Memorandum for QLD RTO Acquisition

Thank you and Contacts Thank you for taking the Seller Details: time to read this Information Stephen Potticary Memorandum. [email protected] If you have any questions, please contact the seller directly with the information provided. Marketing by: Allbiz Deal Room Prepared in consultation with the business W: www.allbizdealroom.com.au owner/s by John Gabriel. T : 1800 858 696 Information Memorandum for QLD RTO Acquisition