Tomizone Limited entered into binding share sale agreement and an implementation agreement to acquire PHW Consolidated Limited (ASX:PHW) in reverse merger transaction from a group of investors on February 2, 2015. According to the agreement, 1813.50 million PHW Consolidated shares would be transferred to Tomizone Limited, along with 30 million performance shares in the capital of PHW (on a post-Consolidation basis) comprising 15 million class A performance shares and 15 million class B performance shares. Each performance share will convert into one share upon achievement of the following milestone revenues: Class A performance shares - subject to Tomizone achieving revenue of NZD 7.5 million and Class B performance shares - subject to Tomizone achieving revenue of NZD 9.5 million. Also, approximately 220 million options to acquire shares comprising, 86.54 million options with an exercise price of NZD 0.01 and expiry date of December 31, 2015 and 134.25 million options with an exercise price of NZD 0.01 and expiry date of September 30, 2018 were issued. PHW may be required to issue additional consideration to the vendors in the form of further shares and performance shares upon certain conditions being satisfied, including if Tomizone decreases certain amounts owing or if Tomizone raises external funds prior to the acquisition completing. PHW will undertake a pre-consolidation capital raising of at least NZD 0.25 million using its placement capacity. Subsequent to the completion of the acquisition, the current Tomizone founding shareholders and executives Phillip Joe and Stephen Simms, will be appointed as Directors to the Board of PHW, and Tarun Kanji will be appointed non-executive Chairman. Eric King Wai Chan and Avikashan Naidu will remain on the PHW Board. All other current Directors of PHW will resign upon completion of the acquisition.

The investor group comprises of Jouet Limited, Kauri Corporation Limited, Roger Charles Hurst, Andrew Somervell, Christine Gill, Value Creation Technologies Limited, Ian Milligan, Marilyn Milligan, Robert Francis Holden, Lonergan Edwards & Associates Limited, Holly Taylor, Matt Taylor, Craig Lawrence Whale, Thomas Baseden, Lewis Deeks, Wendy Stanley, Robert Andrew Walsh, RH McCaw, Tony Graham, Catherine Odgers, Gavin Morgan, Mark Robert Wilson, Paul Beattie, Teal Corporation Limited, Robert Andrew Walsh.

The acquisition is conditional upon satisfaction of certain key conditions including PHW re-complying with the requirements of Chapters 1 and 2 of the ASX Listing Rules and receiving conditional ASX approval for the recommencement of trade in PHW securities and the proposed terms of the performance shares, completion of a consolidation of PHW securities on a ratio of no less than 40 to 1, Tomizone obtaining any necessary shareholder or other third party consents to effect the acquisition, PHW completing a pre-Consolidation capital raising of at least NZD 0.25 million. PHW completing a post-consolidation capital raising of at least NZD 5 million, PHW obtaining shareholder approval of various matters and the change of name of PHW to Tomizone Limited. Tomizone acted as the accounting acquirer in the transaction. As of February 16, 2015, The Directors of PHW and Tomizone have also agreed to waive the condition precedent for the pre-consolidation raising of at least NZD 0.25 million, after considering the appointment of Patersons Securities Limited and Bell Potter Securities Limited as Joint Lead Managers to its post-Consolidation raising of at least NZD 5 million. An interim capital raising of NZD 0.42 million via a convertible note was completed on March 4, 2015. The transaction is expected to settle in early/mid April 2015.

Somes & Cooke acted as an accountant, HLB Mann Judd Corporate (NSW) Pty Limited acted as an independent expert for HLB Mann Judd Corporate (NSW) Pty Limited. HLB Mann Judd Corporate (NSW) Pty Limited received an advisory fee of AUD 0.02 million (NZD 0.02 million). The conversion was done from www.oanda.com on February 2, 2015.

Tomizone Limited completed the acquisition of PHW Consolidated Limited (ASX:PHW) in reverse merger transaction on May 22, 2015. PHW Consolidated has changed its name to Tomizone Limited and the change of name has been registered with the Australian Securities and Investments Commission on May 22, 2015 and ASX code will also change from PHW to “TOM”. The conditions precedent under the transaction has been satisfied.