Hi Artvandelay,Unfortunately I would disagree with you over the...

Hi Artvandelay,

Unfortunately I would disagree with you over the acquisition of Nutrition Systems as a benefit to WFL when you take into account what this would have involved.

pay total consideration of $85m satisfied by a combination of cash payments and the issue of ordinary shares in the capital of OBJ (Shares), both at Settlement and on a deferred basis. The consideration will comprise:

· A cash component of $38m payable as follows:
o a $28m cash payment to be made at Settlement;
o a $5m cash payment to be made 12 months after Settlement; and
o a $5m cash payment to be made 24 months after Settlement.

· A cash component of $12m, with payment to be made at Settlement, specifically to acquire a property in New South Wales used in connection with the operation of the Nutrition Systems business from an entity associated with Export Corporation.

An equity component of $35m in Shares (Equity Consideration) as follows:

· $10m worth of Shares (on a post-Consolidation basis) issuable 12 months after Settlement (unless otherwise agreed by the parties) with a deemed issue price of the higher of the 30-day VWAP of OBJ Shares calculated for the period ending on the Business Day before the date of issue and 80% of the issue price of Shares under the Capital Raising (defined below) (Floor Price);

· $10m worth of Shares (on a post-Consolidation basis) issuable 24 months after Settlement (unless otherwise agreed by the parties) with a deemed issue price of the higher of the 30-day VWAP of Shares calculated for the period ending on the business day before the date of issue and the Floor Price; and

· up to $15m worth of Shares (on a post-Consolidation basis) issuable 36 months after Settlement (unless otherwise agreed by the parties) with a deemed issue price of the higher of the 30-day VWAP of Shares calculated for the period ending on the business date before the date of issue and the Floor Price.

Also this transaction will see OBJ acquire stock and debtors of approximately $23m. Also taking in to account that Nutrition Systems operate in Australia & New Zealand and at the time employed ~60 staff. Also take in to consideration if the market decided to value the shares less than the capital raise price the amount of shares that would be paid to Danny would be far more based on how far the sp declined.

If you look at where Wellfully are operating now, how many more staff would be required to move into eCommerce as I doubt that Nutrition Systems staff would have had the technical know how to facilitate this move. At the moment Wellfully employ ? people [this figure unknown] at the time of the proposal to acquire Nutrition Systems their revenue was somewhere between $2-$8 million project forward to now plus the added staff of Wellfully and Wellfully’s revenue of ~$2.5 million would this still be a going concern…..

From approx 2018 to 2022 Director’s have waived their fee’s to preserve the company’s capital but redeem this capital during the many capital raisings always at a discounted rate – is this sustainable….