Voting for the EGM

The resolutions for the forthcoming EGM where drafted prior to TBB going into Voluntary administration but I believe the situation is now different.

My understanding is that our WFL Board are now dealing with the receiver appointed by Capital D and we are negotiating to purchase the assets of the TBB business. This would mean that there would no longer be a merger of Wellfully Ltd with TBB and the known liabilities of TBB will not be included in the transaction. I believe that the other benefit is that we are no longer at Risk should any unknown action be taken from past transactions of TBB prior to the purchase of TBB assets by WFL.

My understanding is that Capital D will subscribe for shares in WFL of up to $1,000,000 and these funds would be used to purchase the assets of TBB from the Appointed Receiver.

I have been unable to review the financial statements of TBB as the company is in receivership. However as it now appears that the transaction will be at asset purchase the financial position is irrelevant. My understanding is that the assets of the TBB business include:-

1. Stock of TBB
2. The Distribution network of TBB
3. The Websites of TBB
4. A client list that includes in excess of 1.2 million customers
5. All over intangible business assets of TBB

The timing of this transaction could not be any better for WFL as we are about to enter into mass production of our devices, patches and sun lotion device and the distribution network of TBB will allow us to sell our products directly to the customers of TBB. We will get maximum turnover from our sales as we are paying a distributor or retailer to sell the products.

The cost of setting up a similar network would be well in excess of what we are paying for TBB and the time involved would be significant. Paul has reviewed the operations of TBB for 9 months and is convinced that he will be able to cut costs and return the existing products of TBB to at least a breakeven point. However it must be mentioned that we will gain a cash flow from the existing stock and normal customer orders of TBB.

I will be voting for all three resolutions.