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1 Fr persnal use nly 12 April 2017 Orpheus Energy Ltd Signs Share Purchase Agreement with SenSen Netwrks Pty Ltd Key Pints: Subject t cmpliance with regulatry requirements and apprvals as may be required under Australian law, Orpheus Energy Ltd ( Orpheus r "OEG") will be acquiring 100% f SenSen Netwrks Pty Ltd ( SenSen ), by the purchase f all the shares in SenSen frm the sharehlders f SenSen ("Vendrs"), in exchange fr the issue f shares in Orpheus. SenSen is ne f the wrld's leading suppliers f Vide-IT data driven business prcess enhancement slutins. Their grund breaking, highly accurate technlgy cmbines enterprise vide and sensr data frm IT devices with patented data fusin, cmputer visin, machine learning and Artificial Intelligence algrithms int a highly scalable and cnfigurable platfrm, t help their custmers increase revenue and reduce the cst f their peratins. SenSen was funded in 2007 as a spinut frm the University f Technlgy Sydney, and nw has a 30-strng glbal team f scientists, engineers and marketing executives, with its headquarters & R&D in Melburne, Australia and applicatin develpment & supprt centre in Hyderabad, India. SenSen has a grwing list f dmestic and internatinal blue chip clients, with strng, recurring revenues in Australia, Canada, Eurpe, India, Singapre and UAE. While the cmpany s patented sftware platfrm, SenDISA, has multiple ptential applicatins, the current fcus is n tw market segments: Orpheus Energy Limited ABN Suite 9, Level 3, 3 Spring Street, Sydney NSW 2000 Australia T: inf@rpheusenergy.cm.au Dc ID /v2

2 Fr persnal use nly Intelligent Transprtatin: Using a cmbinatin f Cameras, GPS, Lidar, Radars, TIme servers, Vide-IT analytics technlgies and clud hsted back ffice sftware, SenSen Intelligent Transprtatin slutins delivers civic cmpliance, traffic data and law enfrcement slutins t city cuncils, natinal parks, rad authrities and transit agencies acrss the glbe. Casins: Using Time f Flight cameras and patent pending Artificial Intelligence algrithms, SenSen casin gaming slutin revlutinises table game peratins in Casins delivering accurate actinable insights abut table ccupancy, hands per hur, bet type and value fr every bet placed n the gaming flr. SenSen has a highly experienced management team with strng expertise in technlgy develpment and cmmercialisatin, gaming and traffic systems, as well as internatinal prduct marketing. SenSen is well-psitined t explit glbal market grwth and pprtunities, and this prpsed ASX backdr listing will prvide SenSen bth the platfrm and access t capital markets t rapidly further develp the cmpany. As part f the transactin, Orpheus sharehlders will be invited t participate in a Share Purchase Plan (SPP) t raise AUD1.5M and a general ffer f shares will be ffered t the public t raise up t AUD5M t facilitate the minimum spread and free flat requirements f the ASX Listing Rules. Fllwing its annuncement n 31 January 2017, Orpheus (ASX:OEG) is pleased t annunce that it has frmally entered int a Share Purchase Agreement n 11 April 2017 with the Vendrs t acquire 100% f the issued share capital f SenSen in cnsideratin fr the issue f shares in Orpheus (Acquisitin). The Acquisitin will cnstitute a backdr listing f SenSen int Orpheus (Backdr Listing). The Acquisitin is subject t a number f cnditins precedent described belw and Cmpletin in accrdance with the terms f the Share Purchase Agreement. Cnditins precedent includes the apprval f Orpheus Sharehlders at a General Meeting and cmpliance with a number f regulatry apprvals under the ASX Listing Rules and under Australian law. Executive Chairman f Orpheus, Wayne Mitchell said: Orpheus is very excited t present this pprtunity t its sharehlders. Over the last year, the Bard has undertaken significant wrk t identify and execute a transactin with an apprpriate business in which t re-invent the cmpany, and prvide the Page 2 Dc ID /v2

3 Fr persnal use nly mechanism fr Orpheus sharehlders t regain and grw their investment in the cmpany. SenSen is an amazing Australian cmpany with cutting edge technlgy, has a great management team, and a well-credentialed client base including Crwn Casin and multiple, dmestic and internatinal, state and lcal gvernments. Operating in ne f the mst dynamic sectrs f the glbal ecnmy, the Orpheus Bard is delighted with the future prspects fr SenSen and lks frward t cmpletin f the transactin t allw SenSen s next phase f grwth t accelerate. Overview f SenSen ( SenSen is ne f the wrld s leading suppliers f business prcess autmatin and big data analytics slutins. It was funded in 2007 as a spinut frm the University f Technlgy Sydney. It nw has a 30-strng glbal team f scientists, engineers and marketing executives, with its headquarters in Melburne, Australia, and supprt ffices in Hyderabad, India. While much f the wrld is struggling t understand hw the Internet f Things, Machine learning, Artificial Intelligence and Big Data applies t them, SenSen has built prven slutins that deliver quantifiable imprvements in prductivity, safety and new revenue surces fr its custmers. With a head start in intelligent transprt systems and gaming markets, SenSen is pised t capture significant glbal pprtunities in these markets and seek ut new grwth pprtunities in ther verticals including retail, manufacturing, defense, lgistics and security. Their grund breaking sftware cmbines enterprise vide and sensr data frm IT devices, patented data fusin, artificial intelligence, cmputer visin and machine learning algrithms int a highly scalable and rapidly recnfigurable platfrm SenDISA. SenSen s unique capability Is t integrate camera data using vide analytic algrithms with ther sensry data t prvide nvel data driven insights t its custmers. SenSen s Distributed Sensr Analytics Platfrm (SenDISA) SenSen strngly believes that every custmer prblem is unique and there are always mre and varied requirements than the custmer riginally cnceives. T meet such varied and dynamically changing requirements, SenSen tk a prduct-platfrm apprach t develp its technlgy, prducts and services. A team f exceptinal scientists and engineers at SenSen have develped the SenDISA platfrm. It is designed t be highly recnfigurable t address all unique custmer-specific requirements and respnd t emerging requirements rapidly and at scale. Thrugh its unique and scalable architecture, the SenDISA platfrm transfrms petabytes f unstructured vide and ther sensry data in real-time and makes it available t business intelligence and analytics applicatins via industry-standard prtcls and relatinal databases. The platfrm is designed t capture data frm a rich variety f IT devices including cameras, Time-f-flight sensrs, GPS, Radar, Lidar, as well as cntrl a number f actuatin devices like relays, alarms, pan-tilt-zm cntrls etc., Page 3 Dc ID /v2

4 Fr persnal use nly detect, track and classify peple, vehicles and bjects f interest in real-time use the extracted data t analyse cmplex human interactins and vehicular traffic patterns t prvide end-t-end business prcess imprvements, data driven custmer insights t its custmers help evlve strategies and slutins t reduce cst f peratins and increase revenues f the custmers. All market specific slutins ffered by SenSen are cnfiguratins f the SenDISA platfrm; Fr example, SenGAME slutins are cnfiguratin f the SenDISA platfrm targeted at the casin table game analytics market while SenFORCE, SenSIGN and SenPARK slutins are cnfiguratins targeted at the Intelligent Transprtatin Systems market. SenSen s Key Custmers Rads and Maritime Services (RMS), New Suth Wales, Australia Land Transprt Authrity, Singapre Grwing list f City Cuncils (Smart Cities) Australia: Brisbane City Cuncil, Ipswich, Lgan, Vicpark, Subiac, Maribyrnng, Manly Eurpe: Cpenhagen (Denmark), Trndheim (Nrway), Frederiksberg (Denmark) Canada: Calgary Crwn Casin, Melburne, Australia Natinal Parks f NSW, Australia Future Grwth Strategy Intelligent Transprtatin Systems (ITS) Market: T glbally scale the business in this market, SenSen is pursuing a channel partnership strategy. This helps SenSen reach wrld wide base f custmers rapidly and prvide apprpriate levels f supprt t its custmers. Over the last 4 years, SenSen has established strng strategic partners glbally including Cubic Transprtatin Systems, USA, Panstreet Internatinal, Eurpe, ATT Systems, Singapre. SenSen plans t further invest int expanding the glbal strategic partner netwrk and prvide adequate training and supprt t help them sell and service ur prducts. Casin Gaming Market: Due t its unique attributes and prduct fferings, SenSen plans t ffer the slutins directly t the Casin market fr the freseeable future. They are targeting Casin prperties acrss the glbe with particular fcus n Casin prperties in ANZ regin, Macau and Las Vegas. Nvel Prduct Offerings: Riding n the strength f the prduct platfrm SenDISA, SenSen plans t intrduce new high value added prducts and services t existing custmers in bth ITS and Casin Gaming markets. The new prduct fferings are als used t pen up new high grwth market verticals like Retail, Manufacturing, Lgistics, Defense, Security etc. Page 4 Dc ID /v2

5 Fr persnal use nly Strategic Acquisitins: While primarily fcusing n its existing verticals fr business grwth, SenSen is pen t selective strategic acquisitins f earnings accretive enterprises in rder t penetrate select markets, strengthen verticals and enhance service fferings t be facilitated thrugh enhanced internatinal capital markets access. Key Terms f the Acquisitin Orpheus has entered int a Share Purchase Agreement with all f the sharehlders f SenSen pursuant t which Orpheus will acquire all f the shares in SenSen. 1. Cnsideratin The cnsideratin t be paid t the SenSen sharehlders fr the Acquisitin is a ttal f 262,000,000 shares in Orpheus (Cnsideratin Shares).* Full details f the prpsed issue f the Cnsideratin Shares (and the brader Acquisitin) will be prvided in the Ntice f Meeting t be sent t all Sharehlders cntaining the reslutins required fr the Acquisitin. 2. Cnditins precedent The Acquisitin is cnditinal upn, and subject t, a number f cnditins. Material cnditins precedents include: Due Diligence: Cmpletin f legal, financial and technical due diligence n SenSen t the satisfactin f Orpheus in its abslute discretin and cmpletin f legal, financial and technical due diligence by SenSen and its advisrs n Orpheus t the satisfactin f SenSen in its abslute discretin; Independent Expert s Reprt: receipt f an independent expert s reprt by Orpheus's directrs cnfirming that the Acquisitin is fair and reasnable, r nt fair but reasnable t Orpheus, r is deemed by Orpheus, in its abslute discretin, t be satisfactry and sufficient t prceed with seeking Sharehlder apprval fr the Acquisitin; Cmpliance with ASX Listing Rules and the Crpratins Act: Orpheus has received all necessary r desirable regulatry apprvals t effect the Acquisitin as required under the Crpratins Act and the ASX Listing Rules; Capital Raising: raising f up t AUD1,500,000 under a Share Purchase Plan t be put t Orpheus Sharehlders and raising up t AUD5,000,000 under a General Offer Prspectus (ttal AUD6,500,000) (Capital Raising); Acquisitin Reslutins: the members f OEG have apprved the reslutins in the Ntice f General Meeting referred t as the 'Acquisitin Reslutins'. The 'Acquisitin Reslutins' include the fllwing: Under ASX Listing Rule , the change in the nature and scale f OEG's activities; Page 5 Dc ID /v2

6 Fr persnal use nly Under sectin 254H(1) f the Crpratins Act, a share cnslidatin n a 10 t 1 basis; Under ASX Listing Rule 7.1, sectin 611 paragraph 7 and sectin 208 f the Crpratins Act, apprval fr the issue f Cnsideratin Shares t the prpsed hlders f a relevant interest abve the threshld in Sectin 606(1) f the Crpratins Act; Under ASX Listing Rule 7.1, the issue f the a maximum f 65,000,000 OEG Cnslidated Shares under the Capital Raising; Under ASX Listing Rule 10.11, the participatin f OEG's directrs in the Capital Raising; Under OEG's cnstitutin, the appintment f the prpsed directrs; and Under sectin 157(1)(a) f the Crpratins Act, the change f name f OEG; Change f name: the members f OEG have apprved the change f name f OEG; Directr/Officer Lan Cnversin: the members f OEG have apprved the issue f OEG Shares t each persn that has an utstanding Directr/Officer Lan, such number f shares (runded up t the next whle OEG share) calculated by dividing 50% f each persn's Directr/Officer Lan by the issue price under the general public ffer f the Capital Raising; ASX waiver: the ASX grants a waiver in respect f ASX Listing Rules 2.1 Cnditin 2 and the members f OEG have apprved the issue price under the Capital Raising; ASX Listing Rules Chapters 1 and 2: OEG receives frm the ASX written cnfirmatin that the ASX will re-admit OEG t the Official List f the ASX subject t the terms and cnditins (if any) as are prescribed by the ASX r the ASX Listing Rules; Cnvertible Nte r Indnesian Receivable receipt: the raising f up t $500,000 by OEG by way f a cnvertible nte issue cnvertible int OEG Shares at Backdr Listing cmpletin at a 20% discunt t the Capital Raising price (Cnvertible Ntes) (r binding cmmitments t subscribe fr Cnvertible Ntes), r the receipt f at least $500,000 by OEG frm the repayment, settlement r sale f the Indnesian Receivable, There is n bligatin t issue Cnvertible Ntes after at least $500,000 frm payment, settlement r sale f the Indnesian Receivable is received by OEG; Page 6 Dc ID /v2

7 Fr persnal use nly Release: full discharge and release f all Security Interests granted by OEG ver its assets and/r undertaking s that OEG is nt subject t any registered r unregistered charges, Security Interests r ther Encumbrances as at the Cmpletin Date. The SPA therwise cntains terms that are usual and custmary fr a transactin f this nature. Cnslidatin, Capital Raising and Directr lan equitisatin As part f the Backdr Listing, Orpheus will be undertaking the fllwing crprate activities: a share cnslidatin n a 1 fr 10 basis (ie the 183,476,469 shares in Orpheus currently n issue at $0.01 per share will be cnslidated t 18,347,650 shares at $0.10 per share). a Capital Raising by way f: an ffer f shares in OEG under a Share Purchase Plan (SPP) t all eligible Orpheus sharehlders t raise AUD1.5M at a price f $0.10 per share. The SPP is expected t be fully underwritten; and a general ffer f shares in OEG (General Offer) t new investrs t raise up t AUD5.0M at a price f $0.10 per share. The SPP and General Offer will be cntained in a full prspectus (Prspectus). Full detail will be prvided in the Prspectus and the Ntice f Meeting t be issued t sharehlders. cnversin f 50% f utstanding debt t Orpheus Directrs/CFO int Orpheus shares at a price f $0.10 per share. Each f the abve will require the apprval f Orpheus Sharehlders at the General Meeting fr the Backdr Listing and are inter-cnditinal with the reslutins fr the Backdr Listing being apprved. The issue price f $0.10 under the SPP and the General Offer is subject t Orpheus receiving a waiver f ASX Listing Rule 2.1 Cnditin 2, t allw Orpheus t issue shares with an issue price f less than $0.20. On 8 March 2017, the ASX issued a decisin that it is likely t grant the abve waiver. Indicative Capital Structure The indicative capital structure f Orpheus immediately pst cmpletin f the Backdr Listing is set ut belw: Shares Existing Orpheus sharehlders (pst cnslidatin) 18,347,650 Transactin Financing (frm the issue f Cnvertible Ntes) 7,187,500 Share Purchase Plan fr Orpheus sharehlders 15,000,000 Orpheus Directrs/CFO 50% debt cnversin 9,822,420 Page 7 Dc ID /v2

8 Fr persnal use nly Ttal Orpheus sharehlding (13.35%) 50,357,570 Cnsideratin Shares t be issued t SenSen (72.55%) 273,764,706* Shares t be issued t SenSen adviser in lieu f fees 3,209,201 General Offer (13.25%) 50,000,000 TOTAL 377,331,477* *This number includes the number f shares which may be issued t SenSen shuld SenSen undertake a pre-ipo maximum capital raise f AUD1.0M Financial effect f the Acquisitin Orpheus will shrtly prvide detail n the likely financial effect f the Acquisitin n Orpheus including the cnslidated ttal assets, annual revenue, EBITDA and annual prfit befre tax. Bard and Management f the Cmbined Grup Fllwing cmpletin f the Acquisitin, the Bard f the cmbined grup will cmprise: Mr Subhash Challa (Executive Chairman) Mr David Smith (Executive Directr and Cmpany Secretary) Mr Zenn Pasieczny (Nn-Executive Directr) Mr Jasn K (Nn-Executive Directr) A further independent, Nn-Executive Directr may be appinted prir t listing. Full detail f prpsed Bard appintments will be prvided in the Ntice f Meeting, which will require apprval frm sharehlders. Change f Name Orpheus will change its name n cmpletin f the Backdr Listing t SenSen Netwrks Limited. Details f the name change will be prvided in the Ntice f Meeting, which will require apprval frm sharehlders. Change t Nature and Scale f Activities The Acquisitin f SenSen will cnstitute a change t the nature and scale f Orpheus s activities. Orpheus will therefre need t: re-cmply with Chapters 1 and 2 f the ASX Listing Rules; put the Acquisitin t Orpheus sharehlders fr apprval. Sharehlders will receive a Ntice f Meeting setting ut the varius reslutins relating t the Acquisitin. A detailed explanatry statement will accmpany the Ntice f Meeting and will be distributed t all sharehlders prir t the meeting. Page 8 Dc ID /v2

9 Fr persnal use nly Prpsed indicative timetable The indicative timetable fr the Acquisitin is set ut belw: Item Date Entry int Share Purchase Agreement 11 April 2017 Due Diligence Perid Expiry 5 May 2017 Ldgment f Ntice f Meeting with ASIC and the ASX fr review 22 May 2017 Despatch f Ntice f Meeting seeking apprval 14 June 2017 Ldgment f SPP & General Offer Prspectus with ASIC 14 June 2017 Opening date f Offers under the Prspectus 28 June 2017 General Meeting f Sharehlders t apprve the Acquisitin 14 July 2017 Clsing date f Offers under the Prspectus 14 July 2017 SPA Cmpletin 21 July 2017 Re-qutatin f Orpheus Shares n the ASX 27 July 2017 Advisrs t the transactin HWL Ebswrth Lawyers is the Australian Legal Advisr t Orpheus. Tat Capital is the crprate advisr t SenSen and its sharehlders, and PKF is the Advisr t the SenSen Bard. Fr further infrmatin, please cntact: David Smith, Directr and Cmpany Secretary: inf@rpheusenergy.cm.au; Phne Disclaimer Frward lking statements This release may cntain frward-lking statements. These statements are based upn management s current expectatins, estimates, prjectins and beliefs in regards t future events in respect t Orpheus's business, the industry in which it perates. These frward lking statements are prvided as a general guide and shuld nt be relied upn as an indicatin r guarantee f future perfrmance. The bases fr these statements are subjected t risk and uncertainties that might be ut f cntrl f Orpheus Energy Limited and may cause actual results t differ frm the release. Orpheus Energy Limited takes n respnsibility t make changes t these statements t reflect change f events r circumstances after the release. The Acquisitin cntemplated herein is subject t applicable regulatry apprvals. Page 9 Dc ID /v2