Ann: Monthly Appendix 4C October 2021, page-36

@Kmtw, I do not plan in getting into a tennis match of posts with trolls like you. But your continual lies and incorrect posts need to be addressed.

This post is from Dave and is for those who hold stock and believe that Lifx will be a profitable company in the not too distant future.

Hi there – thanks very much for theemailed questions. A lot to unpack here, so forgive me if this is a slightlylonger email.

Firstly, I have paid for every singleshare that I own. Back when Jeff and I started the company, we flew down toSilicon Valley (from Seattle where we both lived), went to a lawyer’s office inPalo Alto, and spent an afternoon signing documents. These documents formed thecompany, created the various entities required and initiated the company stockplan. We wrote cheques to the company, which was the seed capital for thebusiness – and in exchange for the money we wrote to the company, we were eachgiven shares in the business. The shares weren’t liquid (and of course we weren’tpublic) at the time, but just like shareholders do today, we spent cash to buyour shares.

When we listed on the ASX – and to beclear, what actually happened was an already ASX-listed company called PotashMinerals Limited bought us – they bought us by buying out our Buddy shares withPotash shares (not just me, but every shareholder – there were up to 60 or 70as I recall, and since I know there’s some discussion on this, only a smallhandful were friends or family), and then Potash renamed itself Buddy and awaywe went. To repeat – Potash bought our Buddy shares and paid with POK shares,and then POK renamed itself Buddy (BUD). So, yes, that absolutely means I paidfor my BUD shares.

One important detail that might have beenmissed. When we were acquired by POK and re-listed, I (and others) voluntarilygave back to the company ~20% of our shares and made them subject toperformance milestones. We would then get them back if we hit those milestones– so even the performance shares that we were granted years back were actuallyalready ours and paid for, just returned to us when those milestones werereached. We did this to demonstrate to shareholders that we had skin in thegame, and believed in our targets (and this is not uncommon, btw).

Anyhow, since then, I’ve participated inevery capital raise that I’ve been permitted to, and the company has nevergifted me a single share. I don’t receive stock as part of my compensationpackage (every other employee does – that’s a policy of ours) and until Aprilthis year I’ve not received any change (up or down) in compensation since 2015.In April I stopped the company paying me so that 1) shareholders wouldunderstand I took the reporting and financial issues we disclosed extremelyseriously, and 2) we could channel those funds where they could be betterapplied.

But don’t take my word for it – everyAppendix 4C we disclose how much cash is paid to me (salary, or otherwise) andthe company is not allowed to issue any stock to me without shareholderapproval (with some disclosed exceptions like when I purchase on market, aspart of cap raises, or the recent rights issue). Quite reasonably, the listingrules require very clear disclosure of any stock movements of mine, soshareholders should never be confused.

It is true that I have sold shares in thecompany only once, and that was in early 2018. It was for deeply personalreasons and not something I felt obligated to share with the world. I sold theminimum I needed to pay a significant tax bill and to fund a divorcesettlement. I disclosed to the market that I would be selling a portion of myholding some weeks in advance of actually doing so, and I told the market thatit was not an indicator of my lack of belief in the business. I think my subsequentpurchases of stock at various intervals have reinforced this.

I won’t get into a debate about the“worth” of the company that was acquired by POK back in 2015. We were astartup, we had very extensive disclosure (all the documents, including an extensiveprospectus which was published well in advance of the re-listing/raise, arestill available for download on ASX.com.au) and investors had all the materialsavailable to them to form a view as to whether the business was something theywished to invest in. Our initial raise was heavily over-subscribed and ofcourse no investor was forced to invest. Furthermore, existing shareholders inPOK were delighted, as POK was a potash mining company that had lost itslicense from the US Bureau of Land Management to mine… so when their boardproposed an acquisition of Buddy (and a move into tech), they were thrilled. Iremember when the board of POK came to visit us and inspect our operation inSeattle, one of the directors remarked as he looked around our office, “not ashovel in sight – I love it!”.

While we can discuss and debate what we’vedone right and what we’ve not done right, I think it’s a very hard argument tomake that investors didn’t have an extensive selection of materials on thecompany, the opportunity and where we planned to go (and the associated risks)when we were acquired by POK and re-listed. And given the rapid escalation ofPOK’s share price as news of the acquisition broke, it’s also a very hardargument to make that POK shareholders and the broader market didn’t stronglysupport the deal. In fact, it was a very successful re-listing (and since Iknow there’s discussion on this too – no, I did not sell any shares into there-listing or cap raise, and none of those funds were spent buying me out, orreducing my shareholding in any way. I was escrowed for 24 months after there-listing).

The questioner is also entirely wrong withhis claim that I “temporarily reside in Seattle for work duties”. I’ve lived inthe U.S. full-time as a permanent resident since December 2000. I have traveledback to Australia often of course, and was trapped in Australia during theborder closures for COVID, but my residency has never changed in that time.Since the end of March, I’ve been back home in Seattle and don’t expect to beable to return to visit Australia next until early 2022. I claim no “living” orper diem expenses from the company, and never have.

Lastly, yes – I have an employmentcontract with the company, and while I have stopped being paid, I do stillreceive health, vision and dental benefits from the company, consistent withall U.S.-based employees. There is no debt being accrued – I’ve told the boardthat I expect no cash back-payment of salary not taken. The company also cannot“repay” me in stock without the approval of shareholders, so if the board deemsit appropriate that I should receive any further shares or options, that cannothappen without shareholder awareness and approval/consent.

As you know, I’m always very happy to engagewith shareholders and hear/discuss their concerns, but we’ve got to agree thatwe must start from a place of factual accuracy. Fair go to have a crack at mefor anything related to the business, but so much of this stuff is justnonsense that I think it must undermine the efforts of less aware shareholdersat getting real, balanced and factual info on the company.

So, in that spirit I appreciate youreaching out and asking for clarification.

Kind regards,

Dave.