Investors Information Memorandum

The proposed solution would be incredibly useful because for the first time we would be able to verify that the IV drug and the dose was what it was meant to be at the point of administration. At the moment we have no way of identifying whether the drug in the syringe or bag was the drug that it was meant to be and to pick up those rare, but potentially serious, errors in preparation. Any technology that would allow us to do that would be a game changer.”

Ian CostelloHospital Pharmacy Manager

Veriphi has developed a ground breaking laser based analyser that minimises the risk of intravenous medication error in hospitals.

The company is seeking to raise NZ$2m to commercialise its solution.

Medical errors claimed to be the

third leading cause of death in the US1.

New Zealand Costs $158m per annum

from preventable adverse drug events.

1 John Hopkins University Study 2016. BMJ.2 Institute of Medicine 2000, 2006. AHRQ Report 2002, 2008.3 Extrapolated from David et al study 2001.4 Extrapolated from David et al study 2001.5 David, Lay-Yee, Briant ,Adverse Events in New Zealand Public Hospitals 2001.* Institute of Medicine 2000, 2006. AHRQ Report 2002, 2008.

USD3.5B – 5.6B* Medication error cost.

Veriphi’s MissionMedical error is the third leading

cause of death in the United

States1 and medication error is

one of the most common forms

of patient harm in hospitals

globally. Intravenous errors are

twice as likely to harm patients

than from drugs administered via

other routes. As drug regimens

for an aging population become

more complex, new intelligent

solutions are required to minimize

the risk of patient harm whilst

fitting seamlessly with existing

clinical practice. The Veriphi

system will do just that using

lasers to automatically verify the

drug identity and concentration.

Veriphi will verify IV drug doses

as they are compounded or

administered and be paid every

time that happens, providing

greater safety by being seamless

within existing clinical practise.

7,000 US deaths per annum from

medication errors2.

400,000 patients are injured from

medication errors2.

The US Numbers (annual statistics)

The NZ Numbers (annual statistics)

400 patients are permanently disabled4.

3,500 patients are disabled for less than a year5.

1

Contaminated Dose The New England Compounding Center meningitis outbreak was

caused by a contaminated batch of the steroid Methylprednisolone. This steroid is routinely used as a pain reliever and works by being injected directly into the spinal column and joints. The

contaminated doses were administered to about 14,000 patients between May and September 2012, across 23 states of the US and caused 64 deaths and 751 non-fatal injuries. The incident resulted in numerous lawsuits against the NECC. In May 2015, a US$200

million settlement plan was approved for victims and their families.

Mistakenly Injected In 2010 a 33 year old mother, was giving birth at St. George Hospital, Australia when the anaesthetist mistakenly injected her spine with chlorhexidine (a cleaning fluid) instead of a pain-killing agent. The injection caused massive nerve damage which required two brain surgeries and left her permanently paralysed from the waist down.

Container Confusion In 2012 a Wairarapa patient was unintentionally administered two doses of adrenaline instead of a pain killer and a sedative.

This caused heart arrhythmia requiring defibrillation to restore the heart’s normal rhythm. A confusion over containers

led to a selection error which was then repeated.

An anaesthetist will inject over half a million drugs

during their career. The potency of these drugs means that errors can

occur that are life threatening.

Evidence shows merely encouraging professionals to be vigilant does not

eliminate patient harm. Safeguards need to be placed in the system to reduce these events. The challenge for us is

to find ones that work effectively.“

Dr Kerry Gunn Specialist Anaesthetist

Case StudiesAmount Being Raised NZ$2m / (US$1.47m)

Company Valuation NZ $13m / (US$9.57m)

Share of Company 13.3%

Price Per Share NZ$3.87 / (US$2.85)

Funds Invested to Date Over NZ$7m / (US$5.15m)

Employees 7 FTE

Patents 5 granted US patents

Status Pre-Revenue

• Completed first round of formal hospital trials.

• Commercial devices built for compliance testing.

First Revenues Anticipate by August 2018

Addressable Global Markets Sterile pharmacy drug compounding NZ$7.6B / (US$5.6B).

Infusion Devices and Consumables NZ$8-11B / (US$6-8B).

2

Veriphi Technology

Concept bedside analyser

Veriphi‘s analyser passes a laser beam at specific wavelengths through each IV dose to recognise the unique spectral signature of each drug and concentration.

Recognising unique spectral signatures for specific drugs and concentration inside proprietary IV consumables.

The innovation of the technology

is evident in five granted US

patents. The solution employs a

proprietary cartridge with unique

optical features that allow the

laser to pass through the drug

inside. The cartridge attaches

to an IV bag, line or syringe as

part of the delivery system.

Current analyser

3

Review of 2016 Capital Raise Goals

We have made good progress in

a number of these areas, however

other areas have taken longer

than expected or not eventuated

as we expected. This has resulted

in the first commercial sales of

the analyser being delayed from

September 2017 to early 2018.

Despite the delays, our original

timeline for international sales

that was outlined in the 2016 IM

remains largely unaffected.

The reason we believe we can

maintain those international

sales targets is because of an

initial exclusive focus on hospital

compounding pharmacies.

This is the result of in-depth

discussions with the US FDA on the

best path for Veriphi to enter the

US market. Focusing on hospital

pharmacies means we have

removed the heavy compliance

requirements associated with

approval for a medical device

included in previous timelines.

Overleaf is a table outlining the

goals and milestones we set in

the first round and a summary

of our progress since then. The

following section called “Key

Learnings” discusses in further

detail what we have learnt in

the time since the 2016 raise.

We raised capital in 2016 to achieve six performance milestones that would pave the way for us to commercialise our drug-verification technology.

4

Review of 2016 Capital Raise Goals USE OF FUNDS 2016 OUTCOMES

Further Testing: Follow on testing from the 15 successful drug trials.

• Testing successfully repeated in new consumables.• Test time reduced from 100 to 10 seconds.• Focus on pharmacy compounding and oncology drugs.

Comment: The 10 second test time we have achieved is a critical time milestone required for laboratory testing. We identified early on that for our analyser to fit into the usual laboratory workflow and procedures (which is crucial for adoption) we could not have a testing time of >10 seconds. We are now working towards reducing this further to 5 seconds.

• Consumable development completed, tooled and in production.• Production partnership with Elite Polymers.

Comment: This development is a critical milestone because it means we are ready to deliver high-volume production.

• 5 new commercial beta prototypes completed by Christmas 2017.• Formal regulatory compliance about to commence.

Comment: We completed 3 alpha prototypes within the timeframe indicated in the 2016 IM. Following design changes from hospital and regulatory compliance feedback, we have developed and built 5 new commercial analysers.

• First round of hospital trials completed.• Positive results with further refinement in progress. In 90 blind trials of 4

oncology drugs/solutions, all drugs and solutions were correctly identified. In two cases the drug concentration was confounded

Comment: Permission for hospital trials was granted in June 2017, 6 months later than expected. This insight into the hospital decision-making processes has helped us refine our business model (see the section below, “Key Learnings”) to incorporate hospital lead times.

• In negotiation with two local potential customers.• Approaches made to other hospitals with compounding pharmacies in New Zealand.

Comment: Our first revenues were targeted for September 2017 (from domestic sales), but this was delayed due to the delay in commencing the hospital trial. However, our commercialisation plan for international markets remains largely on track and in line with the timeframes outlined in the 2016 IM.

• In March 2018, we are visiting the Texas Medical Center in Houston, the world’s largest medical centre, to plan US trials for the bench top pharmacy analyser

Comment: We are now looking to explore options for an initial direct US presence rather than via a distributor or licencing arrangement as foreshadowed in previous IM. Given our low compliance approach, we now have easier market entry. We will target higher volume sites directly, which is why the visit with Texas Medical Center is such a great opportunity.

Consumable Development for Hospital Trials

New Commercial Beta Prototype

Completion of Hospital Trials

First Sales Revenue in New Zealand

Pursuit of Global Partnership

5

Speeding up the Development Process • Veriphi has brought the majority

of its development in-house by

expanding its own in-house

technical team and capabilities.

Avoiding Hospital DelaysVeriphi was impacted by a 6 month

wait for approval of hospital trials.

It will therefore mitigate its risk

against delays in hospital decision

making in the following ways.

• Commencing hospital

discussions early for

conditions of purchase.

• Move to a service, rather

than product sales model,

to avoid capital expenditure

approval process.

• Run parallel approaches

to private customers.

Reducing Exploratory Testing of New Drugs • Focus on one application,

pharmacy testing of high

risk/oncology drugs, to

move quickly from customer

to customer, without

exploratory testing.

• Narrow the number of

drugs being tested.

Speeding Up US Market Entry• We are in ongoing discussion

with the USFDA who have

advised us how to enter the US

market without the need for

medical device compliance.

• We have therefore accelerated

our US market entry plans and

will visit the US in March 2018.

Maximising Recurring Revenue from Fewer Analysers • Focusing on the pharmacy

allows us to not only expand

globally faster but also

maximise recurring revenue

from fewer analysers in high

volume testing locations.

Key Learnings 2017

6

StaffFull Time Equivalents

Analysers

Performance

Patents

Testing

Customers

2016

FTE

1working analyser

3FTE

6FTE

7th

100secverification time

2Granted

US Patents

5Granted

US Patents

In-housetesting

Hospital trials underway

1st Phase Hospital trials

completed

5th

US patent granted

April 2017

10secverification time

working on

5secverification time

3new prototypes

built

5commercial

devices completed

Recruited

2017 Current Status

Working with Hospitals

Hospital trials and another

potential private customer

Planning US engagement

with the Texas Medical Center

Veriphi Achievements

7

Key Target Performance Milestones

February 2017

July 2014

September 2013

July 2015

July 2017 August 2017 August 2018June 2017

February 2016

April 2015

December 2012

October 2015

May 2015

September 2015

100% success in 100 blind trials conducted on 10 anaesthetic drugs using 3 different containers and training data collected at 3 different temperatures. The testing time was reduced from 100 seconds to 10 seconds and extensive changes made to cuvettes, hardware and software in preparation for commercial release.

The successful verification of 30/31 drugs in a single flow cell in randomised blind trials.

Achievement of repeatability targets required to expand the drug set.

Indicative results on fast verification times.

Veriphi conducts first round of hospital trials.

First off-tool production of Veriphi commercial IV consumable.

Veriphi plans for first commercial revenue.

Veriphi signs research agreement.

100% success in 40 blind trials conducted on 10 anaesthetic drugs using 4 different containers and training data collected at 3 different temperatures over a week.

Indicative successful use of the mathematical model for verification of 10 drugs in multiple containers.

Indicative success with randomised blind trials on 10 drugs. Poor repeatability.

Successful randomized blind trials on 15/15 common anaesthetic drugs in single container.

Indicative results on verification of 4 drugs in concentrations from 1 to 10%.

Transfer of algorithm into software code.

Veriphi brought on stream, in February 2018,

5 new analysers for hospital and compliance

testing. Depending on the outcome of compliance

approvals, we anticipate first sales to NZ customers

by August 2018. Compliance approvals will be

initially for NZ and Australasia with US approvals

following shortly thereafter. A visit to the United

States in March 2018 is designed to expedite

hospital trials and first commercial revenues.

• March 2018. Visit to Texas Medical Center Houston.

• August 2018. Compliance for NZ and

Australia as laboratory equipment.

• August 2018. First commercial

revenues in New Zealand.

• December 2018. First sales in Australia.

• March 2019. First US sales.

8

Value Proposition for HospitalsWe plan to appeal to hospitals through three key value propositions:

• Reducing cost and risk:

Hospitals and medical

professionals are constantly

burdened by the consequences

cost of intravenous drug

errors. Medical complications

cause hospital resources to be

drained. In particular, medical

professionals in the US expose

themselves to the risk of costly

lawsuits for medical malpractice,

not to mention the personal

distress of being responsible for

causing patients unnecessary

pain and suffering. We appeal

to hospitals as a cost-saving

and risk reduction tool.

• Becoming “market best practice”: Once our solution has

garnered significant traction, we

expect the Veriphi system to be

adapted as market best practice,

either as an ‘add-on’ or as a

compulsory standard operating

procedure across the entire

industry. Veriphi could become

a necessary part of the duty

of care owed to patients being

administered intravenous drugs.

• Safety as a Service: We will

lower the barrier to hospital

purchase decisions and

speed up their adoption, by

providing Veriphi’s solution as

a service. This will maximise

recurring revenue as opposed

to equipment sales.

9

Veriphi’s Vision for the Future

7,230

101,700

49,190

1,017,000

1.526 BillionNZ / AUS / US TOTAL

Three major trends are identifiable

within the industry, which

provide opportunity for Veriphi:

Market. The aging population

in western countries means a

growing need for medication:

65% of healthcare spend is on

those aged 65+. Elderly people

require medication more

frequently, and their regimes

tend to be more complex.

Regulatory. Regulation is

tightening, particularly in the

wake of the NECC tragedy. The

Drug Quality and Security Act was

signed into law in the US in 2013,

which requires tighter controls for

drug traceability and verification.

Technology. Billions of dollars

have been invested in low cost

laser miniaturisation for the

purposes of broadband fibre

optic communication. We use a

number of lasers from the telecom’s

wavelength spectrum and are

planning to use similar integration

on silicon techniques to miniaturise

our solution to a low cost format.

Veriphi’s plan is to expand from the pharmacy to become ubiquitous throughout the hospital environment as the

cost and size of the technology reduces. Pharmacy compounding of sterile drugs is a US$5.6 B global business1

whereas infusion devices and consumables is aUS$6-8B global business2. The optical features of Veriphi’s proprietary

consumable design will ultimately be incorporated into IV bags, IV lines and syringes. Veriphi will continue to expand

its library of drugs and concentrations and explore its capability to detect drug contamination and denaturation.

Veriphi will expand from pharmacies to medication rooms, operating theatres and wards, as the analyser becomes faster at processing results, more miniaturised and less expensive to manufacture.

MEDICATION ROOMS (Est.)

New Zealand 1,200 / AUS 8,500 / US 92,000

HOSPITALSNew Zealand 160 / AUS 1,350 / US 5,720

OPERATING THEATRESNew Zealand 290 / AUS 3,300 / US 45,600

HOSPITAL BEDSNew Zealand 12,000 / AUS 85,000 / US 920,000

IV DOSES PER ANNUMNew Zealand 18m / AUS 128m / US 1,380m

1 Baxter 2016. 2 Baxter 2016, Markets and markets 2017. 10

Competitive LandscapeCompeting SystemThe CDEX Valimed analyser is one of two comparable solutions

currently in the market that we are aware of. CDEX is a small (YE Oct 31,

2014, Revenue US$177,000) lossmaking (Net Loss – US$578,000) Arizona

company making a range of industrial analytical solutions including CDEX

Valimed. Their analyser is a bench top device designed for drug sampling

in the laboratory. It uses enhanced photoemission spectroscopy (another

optical technique) to verify drugs in proprietary containers. The solution

requires the drug to be decanted from its original container for analysis.

Although in the market for over 10 years, revenue from the Valimed solution

remains modest and uptake from potential partners has been slow.

Dynalabs DVX analyser is also a benchtop analyser for onsite verification.

Like the Valimed system, the DVX requires decanting into the analyser

to measure the drug and its concentration. The solution uses UV-Vis

spectroscopy to measure drugs in as little as 4 seconds for high concentration

drugs. Some key differences between the DVX and Verphi solutions are that

UV Vis spectroscopy is typically limited to a subset of drugs that fluoresce.

The DVX to date has a limited drug library. The drug must be decanted

to be measured limiting drug samples for batch testing as opposed to

universal screening. The company had revenues of $8.1m in 2013.

Our market validation, from third party comments and internet research, has

identified that some potential issues with the CDEX-Valimed and Dynalabs

DVX are:

Reported CDEX Valimed Issues Veriphi AdvantageHigh cost of the hardware and disposables

Veriphi’s architecture and method is well suited to significant cost reduction through proven methods

Relatively long result processing period

Verphi’s goal is less than a second

Several attempts often required to produce accurate results

Veriphi’s development is focused on a simple one step sample presentation

Coverage of drug identification is limited

The wavelengths chosen by Veriphi seem suitable to a broad range of drugs

Dynalabs DVX Analyser Veriphi AdvantageDrug needs to be decanted from its container

Drug stays in closed system

Drug cannot be verified in line Drug can be verified in line

Small library of drugs that fluoresce Broad potential library of drugs

By comparison the Veriphi system is intended to be an in-line solution

that is part of the compounding or delivery process as opposed to

a laboratory tool. We believe the technology we are using is well

suited to miniaturisation and cost reduction required for scaling

up; and that the format is well suited to a broad range of drugs.

Complementary SystemsThe Veriphi system can work as a standalone solution or as a ”plug in“ complement to existing IT systems such as Computerised Physician Order Entry (CPOE) and drug bar code medication administration (BCMA).

Studies have shown that CPOE, (electronic record keeping) and BCMA (drug tracking using barcodes) technology can reduce medication errors by 55% to 86%, however errors can still occur through:1

• Failure to use this technology appropriately.

• Employing workarounds.

• Medical professionals overriding alerts.

• Disruptions in the medication administration process.

• Dispensing errors in the pharmacy.

Competitive AdvantagesSafer than a manual system: By checking the optical signature of intravenous drugs, Veriphi has far greater accuracy and virtually eliminates the chance of error.

More efficient than a manual system: Veriphi’s system is not disruptive to workflow, meaning it is not a drain on hospital staff time.

Less confusing than alternative systems: Very little training is required to use the Veriphi system.

Easier to do the right job and harder to do the wrong job: Veriphi’s system actively alerts medical professionals of mistakes before they happen.

Can complement existing Computerised Physician Order Entry (CPOE) and Barcoding Systems to provide more complete protection for the patient.

1 PPSA, 2008. Bates et el, JAMA 1998. 11

Veriphi Team

Roger Lampen Chairman

Roger has extensive experience

as an entrepreneur, investor

and director in various sectors,

including staff recruitment,

healthcare and medical technology.

Roger is currently Chairman of

Veriphi and a major investor in the

company. He was until recently,

Chairman of Geneva Healthcare.

Greg Shanahan Director/Cofounder

Greg is Managing Director and

Cofounder of Veriphi. He has

nearly 30 years of experience

in technology development,

operational and marketing roles

in New Zealand and the US. He is

also the founder of Technology

Investment Network, publisher

of the TIN Report, New Zealand’s

leading annual quantitative report

on the technology export sector.

Gavin Mitchell Director

Gavin is a business strategy and

market development professional.

He is a Founder and Director of

business consultancy nVision.

Previously he was Commercial

Manager at Industrial Research

Ltd (now Callaghan Innovation).

Gavin has held senior roles

with Jade Software Corp and

Spectrum Resources.

Jason Bloom Director

Jason is the CFO for global apparel

company Icebreaker. He is a

finance and strategy professional

with twenty years of experience,

including Equities Research for

Investment banks Deutsche

Bank and UBS. Jason has had

operational roles at RACQ, Air New

Zealand, and consulting work for

his own company Decision Lab.

DIRECTORS

Dr Ray Simpkin Lead Scientist

Ray has a PhD in physics from

the University of London. He

is the lead scientist for Veriphi,

responsible for Veriphi’s system

design and evolution. Ray is a

senior scientist with Callaghan

Innovation and has been working

with Veriphi since 2010.

Kyle Pennington Electronics Engineer

Kyle is responsible for Veriphi’s

electronics and software

development. He recently completed

his PHD in Engineering (Electronics)

from Waikato University. His areas

of expertise include schematic and

PCB design, measurement devices,

acoustics and microcontrollers.

Dr Kerry Gunn Anaesthetist

Dr Kerry Gunn is a Specialist

Anaesthetist at Auckland City

Hospital. He has an interest in liver

transplant and trauma anaesthesia,

which has led to an interest

in coagulopathy and massive

haemorrhage management.

He chairs the Auckland Blood

Transfusion Committee.

RESEARCH AND DEVELOPMENT TEAM

Ian Costello Hospital Pharmacy Manager

Prior to working for Auckland

City Hospital, Ian was the

Chief Pharmacist at the Royal

Marsden Hospital in London.

While there he was Chair of the

British Oncology Pharmacy

Association (BOPA).

CLINICAL ADVISORY TEAM

12

Veriphi has three distinct phases to its growth plan:

Scale Up2019 Onwards

With a distribution network established in hospitals and other compounding pharmacies, Veriphi will then

expand out into other clinical areas in the hospital environment once compliance as a medical device has been

achieved, assisted by local reference data. In this way the company can rapidly scale its revenue through the

same distribution network. Parallel development of a miniaturised form factor will enable Veriphi technology

to become ubiquitous in the hospital environment. Expanding deeply within a limited global footprint will help

enable direct distribution and a safety as a service revenue model; charging a set-up and a monthly service

fee as the main sources of revenue. The safety as service model speeds up purchase decisions, maximises

recurring revenue and streamlines technology upgrades, enhancing customer perceived value.

Growth Plan

PH

AS

E 1

PH

AS

E 2

PH

AS

E 3

Validation in Hospital Trials Completion of technical development to enable commercialisation.

Current

As Veriphi conducts testing for pharmacy use with hospitals and another commercial company it is preparing

5 devices for compliance testing in preparation for commercial sales.

Commercialisation First generation sales to hospital pharmacies.

2018 Onwards

Veriphi estimates first sales to New Zealand hospital pharmacies will commence by mid 2018 spreading to

Australia and the United States in 2019 and 2020. Veriphi will scale globally, rapidly, in pharmacies, without the

need for medical device compliance, using a service based revenue model.

13

Intellectual PropertyVeriphi’s IP StrategyOur IP strategy is to be proactive,

ensuring that any IP that is

further developed is protected,

broad in its approach, and is

commercially aligned with

Veriphi’s products and/or future

developments. This requires

internal and external reflection

across and within the Veriphi team

with constant communication

between all to determine any

new developments and to ensure

relevance of the patent portfolio.

As such, the Veriphi patent portfolio

has 3 primary patent families

arms directed to i) the Analyser

itself, ii) the software for the

Analyser and iii) the Receptacle

to be used within the Analyser.

The original Veriphi patents have

been retained in key markets.

Currently the Veriphi patent families are as follows:

1. “Spectrophotometer” – original patent that utilises broadband light. Granted in US and JP.

Expire September 2023.

2. “Syringe and reader” – directed to optical window in a syringe and method for identifying drug

and drug volume in a syringe. Granted in NZ, AU, CA, South Africa and US.

Expire November 2026.

3. “Spectroscopic Analyser” – directed to the Analyser itself including its use with a single package laser.

Granted patents in AU, JP, NZ and 2 granted in the US. Further pending

applications in AU, CA, CN, EPO, KR, NZ and US. Expire October 2032.

In the US we have both a granted patent to the Analyser itself and the

Analyser with a single package laser. These 2 US patents are particularly

powerful as it further blocks the use of an integrated laser with our Analyser

which is an important price point for the manufacturing of the Analyser.

4. “Spectroscopic Analysis” – directed to the software used to determine the drug identification and

concentration. Granted patent in the US. Further pending applications in AU,

CA, CN, EPO, HK, KR, NZ, South Africa and US. Expire December 2033.

5. “Sample Receptacle for Spectrometry” – directed to the consumable product into which the drug is provided. PCT

application filed. If granted, this patent will expire April 2037. Expect to file this

nationally in a broad range of countries.

14

Regulatory ProcessVeriphi International ComplianceVeriphi’s focus will be on New

Zealand, Australian and US

markets. The various agencies

and approvals are described

below. Veriphi will initially apply

for approvals as laboratory testing

equipment, for use in pharmacies,

avoiding the lengthier medical

device route. Veriphi is currently

in ongoing discussion with the

USFDA regarding the fastest

compliance route to market. They

have endorsed this approach as

part of our ongoing discussions.

The cost and time required for

Medsafe (New Zealand) and

TGA (Australian) certification

is not onerous. Similarly as a

device initially used in hospital

pharmacies we anticipate a

less onerous compliance path

than at the patient’s bedside

in the United States.

A requirement for US pre-market

approval as a medical device

could take several years at an

approximate cost of over US$200k.

Therefore avoiding this compliance

pathway speeds up market entry.

We may also pursue European

standards CE Mark as a path

to Australian medical device

approvals because:

1. The documentation

workload for EU and

Australia are very similar.

2. There is a mutual recognition

agreement between Australia

and EU which essentially allows

devices that have undergone

conformity assessment by an

EU Notified Body to be placed

on the Australian market

without further assessment.

Approval TimesTiming. Veriphi plans to

commence its New Zealand

and Australian regulatory

approval process for pharmacy

use (IEC61010, IEC60825-1 and

IEC61326-1) by March - August.

Approvals for pharmacy use are

expected to take two to three

months from the commencement

of testing for all three markets.

Medical device approval

times are estimated below:

New Zealand. We estimate that

the required approvals for NZ

would be granted within 2 to

3 months from application.

Australia. If Veriphi pursues

European CE Mark for Australian

medical device approvals we

estimate a 12 to 18 month time

frame will be required for approvals

depending on resources available.

United States. US medical device

approvals are also likely within

a 12 to 18 month timeframe

depending on resources and

classification following our 513(g)

Request for Information to the

FDA. If US approvals proved

problematic Veriphi would

focus on Europe as a priority.

15

We believe the most likely exit opportunity for Veriphi shareholders will come through a trade sale:

Trade Sale to one of our market or technology partners. If Veriphi

partners with one or more of the major global players in the global

infusion device market e.g. Baxter or Fresenius Kabi, it is possible

that they would look upon Veriphi as an acquisition target to gain

exclusivity over their competitors, and/or to internalise cost.

Medical Devices There continues to be major consolidation in

the healthcare market including medical devices. The M&A market

for companies involved in the medication delivery business has

been very hot over the past 18 months. The two largest companies

Carefusion (#1) and Hospira (#2), in the US$7B global infusion

pumps and consumables business, were both recently acquired.

Some recent acquisitions are listed below:

October 2014 Becton Dickinson buys Carefusion for U$12.2 Billion. Becton

and CareFusion make products like catheters, tubes and

pumps that hospitals use to deliver medicines to patients.

The two companies also have been trying to help hospitals

manage their drug use to eliminate waste and errors.

September 2015 Pfizer buys Hospira for US $17 billion to acquire its

injectable drugs and infusion technologies business.

Other Trade Buyers

We also believe our laser technology may have applications

to fluid analysis outside of the medical field, which opens

up another universe of potential trade buyers or potential

vendors who wish to build volume around our applications.

Other Exit OptionsThere are a range of other potential exit options

for Veriphi shareholders. Aside from commercial

partners, our preference for follow on

funding is from large private investors.

These investors may wish to acquire

shares from current shareholders.

Dividend PolicyVeriphi does not intend to pay dividends for the

foreseeable future. The dividend policy will be

reviewed annually by the directors; however

we believe that in the medium-term the

opportunity will be greatest if Veriphi re-

invests any profits for further growth.

Exit Strategy

16

“We need to design safety features that make it easy for the user to do the right thing.“

Matthew B. Weinger M.D., Norman Ty Smith Chair in Patient Safety & Medical Simulation Professor of Anesthesiology, Biomedical Informatics, and Medical Education Vice Chair for Academic Affairs, Department of Anesthesiology.

17

Risks and Mitigations

Risk Mitigation

Technology fails to deliver a commercial solution

Rapid progress over the past 12 months has reduced the risk of the technology not delivering a commercial solution. The technology has a range of potentially less demanding clinical verification applications should particular drugs prove problematic. e.g. limited drug sets in high risk areas, or negative verification i.e. drugs fluids that should never be given.

Technology development falls behind schedule

We believe we are on track to have a commercially viable solution by mid 2018.

Cost structure unaffordable for hospitals

Market validation work indicates we have a wide scope depending on different clinical applications. However the company has a plan in place for dramatic cost reduction of the hardware with experienced technical partners. Consumable costs will decrease with volume.

Low interest from clinicians

Veriphi has experienced broad interest from clinical leaders both in New Zealand and abroad, a number of whom are members of our advisory team. As well as trials in selected New Zealand hospitals, we are in the process of planning trials with research partners in Australia and the United States.

Low interest from global commercial partners

Veriphi has long established interest from a number of large global healthcare companies who have affirmed the solution’s value proposition as well as our complementary fit with existing systems.

IP hurdles for freedom to operate

Veriphi periodically conducts freedom to operate searches and is aware of two patents that it may have to accommodate to fully execute its longer term plan, depending on the commercial direction taken. Ongoing freedom to operate work is required and the funds invested will be used in part to do this.

Compliance hurdles delay execution of plan

Veriphi will build commercial, technical and clinical momentum, by pursuing applications with lesser compliance burdens, before addressing the US “Medical Device” regulatory hurdles. This will be achieved by 1. Pursuing non-US opportunities first 2. Commencing first with pharmacy verification, which is not a medical device under FDA regulations 3. Trialing in the US and Australia early.

Capital burden of establishing manufacturing

Initial production will be performed by Veriphi but volume production will be undertaken by established contract manufacturers in Asia.

Copying or blocking by potential competitors

Other companies may be developing similar competitive solutions. We are not aware of any commercial solutions using directly comparable technology relevant to this specific application. We have a growing patent portfolio to provide protection along broad contacts in the industry.

Key members of staff may leave, causing disruption

Veriphi diffuses key management responsibilities and keeps extensive documentation of business processes, such that the loss of any of its key people could be managed with minimal disruption.

Customer concentration risk

Seven New Zealand District Health Boards (Auckland, Waikato, Hawkes Bay, Mid Central, Capital Coast, Canterbury and Dunedin), have their own hospital pharmacies. We also plan to conduct trials in Australia and the United States at the earliest opportunity in order to broaden our reach and minimise customer concentration risk.

Dilution of existing shareholders in the event of new capital needing to be raised

Veriphi has strongly considered its capital needs and believes the capital raised during this offer will be sufficient to cover its immediate needs. Existing Veriphi shareholders will be given the right to participate in any future fund-raising rounds to maintain their pro-rata position.

18

Investment

Over the past two years, we have successfully:• Assembled our own high

performance technical team.

• Demonstrated our ability to

accurately verify multiple

intravenous drugs in blind trials.

• Developed and proven a

method to verify drugs in

different containers.

• Developed a method to measure

IV drug concentration.

• Reduced data capture time

from 100 to 10 seconds.

• Completed development of new

analyser hardware and software.

• Expanded our global

patent portfolio to include

5 granted US patents.

NZD

m

The proposition has been significantly de-risked through:• Overcoming the major technical

challenges to demonstrate

a working solution.

• Redesign and successful trial of

hardware and software required

for commercial release.

• Protection of critical intellectual

property in patent portfolio.

• Partnership with New Zealand’s

largest hospital for trials.

• Positive engagement

with the USFDA.

• Validating the opportunity

with clinical and industry

leaders globally.

Veriphi is seeking up to NZ$2.0m. The money raised will be used for hospital trials, commercial compliance approvals, commercial roll out, sales and marketing and ongoing development.

The next phase is commercialisation, with hospital pharmacy trials ongoing at time of writing:• Following successful trials

Veriphi will expand to test

more drugs in the pharmacy.

• Veriphi will expand to other

hospitals with compounding

pharmacies in NZ, Australia

and the US. The pharmacy is

the initial focus as it sidesteps

requirements for medical

device approval, speeding

up global expansion.

• Veriphi then will the spread

from the pharmacy to become

ubiquitous throughout the

hospital environment once it

has medical device approval.

7.0

6.0

5.0

4.0

3.0

2.0

1.0

0.0FY15 FY16 FY17 FY18 FY19 FY20 FY21

Total Development and Operating Expenditure

19

NZD

m

EBITDA Cummulative Cashburn

Veriphi is forecasting positive operating results from FY20, requiring funding for the next three years.

• EBITDA is forecast to be positive from FY19/20.

• Cumulative cash requirements for the next three years from April 2017 (FY18) is estimated to peak at up to NZ$5.0m.

4.0

3.0

2.0

1.0

0

-1.0

-2.0

-3.0

-4.0FY15 FY16 FY17 FY18 FY19 FY20 FY21

EBITDA & Cummulative Cashburn

• Up to current NZ$2.0m investment opportunity.

• To fund early commercialisation.

• Recurring revenue business model.

20

Key AssumptionsFinancial Year – End DateThe company year runs from

1st April to 31st March.

Fundraising AssumptionsWe are seeking to raise up to $2m

through this offer. From the capital

raised in the last investment round,

the commercial analyser and

consumable have been developed,

substantially de-risking the current

funding round in the intervening

period.The current funding round is

designed to now create commercial

scalability for the company.

Customer AssumptionsThe first two years are focused on

building a small base of hospital

pharmacy customers. Veriphi

plans to sign up other hospital

pharmacies for trials once hospital

trials have been completed, and

convert these hospitals to customers

at the end of the trial period.

Oncology drug compounding

will be our initial focus and we

have already approached Napier,

Palmerston North and Wellington

Hospitals as they have IV oncology

drug compounding facilities.

Direct approaches to hospitals will

be our initial focus using PR and

social media to create awareness in

preparation for rapid expansion.

New customers will come from:

• Direct approaches to hospitals.

• Promotion at industry events.

• PR through mainstream and

industry channels/associations.

• Digital Marketing to clinicians.

Rapid uptake through safety

as a service.

Rather than selling our analysers

the solution will be sold as a

service for an upfront installation

cost and monthly service fee.

Avoiding the capital expenditure

approval process will help fast

track hospital adoption.

Faster market penetration

by avoiding medical device

compliance hurdles.

For local and offshore expansion we plan to focus first on pharmacy compounding to avoid the compliance delays that would occur were it to be classified as medical device. Classified as laboratory equipment instead, the compliance approval process is expected to be much shorter

In-market expansion as the technology moves throughout the hospital.

In-market data from pharmacy testing will accelerate medical device compliance, allowing Veriphi to expand into multiple clinical areas throughout the hospital, dramatically expanding revenue opportunities from the same distribution base.

Revenue per customer will grow as verification expands from batch testing of high risk drugs in pharmacies through to testing all drugs of a certain type at multiple locations throughout the hospital.

1. Batch sampling IV oncology drugs in the hospital pharmacy.

2. Verifying all IV oncology drugs in the hospital pharmacy.

3. Verifying other IV drugs at multiple locations in the hospital e.g. medication rooms and anaesthesia.

The first two areas for expansion outside of pharmacies will be medication rooms and operating theatres. Many hospitals do not have compounding pharmacies (only seven out of 200 hospitals in New Zealand do). In this instance drugs are compounded at third party suppliers or in medication rooms attached to wards and treatment areas.

Determining the rate of this expansion will be:

1. The performance of the technology.

2. Number of drugs that can be accurately verified.

3. The cost per test.

4. The size and cost of the analyser.

Cost Assumptions• The cost of the analyser to

the end user falls as more are produced as per initial quotes from suppliers. Lasers comprise over 95% of the current material costs. This cost will fall rapidly with volume and even further with integration of the optical circuit on to a silicon chip. These costs must remain confidential. However the development cost and time quoted by our partners has fallen considerably.

• The cost of the intravenous consumables to the end user falls as more are produced and further development enables the use of lower cost materials. As yet our plans to develop a very low cost consumable remain preliminary. However we remain optimistic that the cost targets can be achieved, through volume and innovative use of materials.

• The margin on both analysis machines and the intravenous consumables rise as more are produced with the upside shared between Veriphi and its customers.

This reflects our belief that as the technology improves and we are able to scale, the cost to the user will fall, but our margin will increase.

Expense/Capital Expenditure Assumptions• Product development costs

of $203,000 in FY15, $127,000 in FY16, $354,000 in FY17 and rising to $403,000 in FY18, $500,000 in FY19, $600,000 in FY20 and $700,000 in FY21.

• Salary and wages are forecast to rise from $30,000 in FY17 to $2.8m in FY21.

• Test equipment capital expenditure $75,000 in Q2 FY17 and $42,000 in Q2 of FY18, $100,000 in Q2 FY19, $150,000 in Q2 of FY20 and $200,00 in Q2 of FY21.

21

Pricing AssumptionThe model is based on high volume testing in a

pharmacy where up to 4000 tests are performed

each month per analyser. The hospital is charged a

set up fee that includes; installation, IT integration

and training. A service fee per month is charged

which includes; the analyser rental, consumables,

maintenance and ongoing training.

The economic value to pharmacies is supported by the

high cost of oncology drugs and the high cost of errors.

DistributionYear FY18F FY19F FY20F FY21F

Analysers in place 1 15 34 63

Potential Hospital

Locations

160 1,510 7,230 7,230

% Market

Penetrations

0.6% 1.0% 0.5% 0.9%

Market NZ NZ/

AU/US

NZ/

AU/US

NZ/

AU/US

PricingYear

Setup Fee Indicative NZ$20,000-$50,000

Monthly Service Fee Indicative NZ$5,000-$30,000

Tests Per AnalyserYear FY18 FY19F FY20F FY21F

Tests Per Analyser

Per Day

132 132 132 132

Other Assumptions• Financial year end 31 March.

• NZ$1 = AU$0.85, NZ$1 = US$0.60.

• Interest cost of borrowed funds = 8%.

• Corporate tax rate of 28%.

Analyser Sales by Market

FY18F FY19F FY20F FY21F

New Zealand 1 5 7 8

Australia 0 8 18 35

North America 0 2 9 20

Total 1 15 34 63

Veriphi Staff Numbers

FY 16A

FY 17A

FY 18F

FY 19F

FY 20F

FY 21F

Sales 0 0 1 2 6 8

Management/Admin

2 1 1 3 5 6

Engineering/Technical

1 4 4 9 12 16

Total FTE's 3 5 6 14 23 33

Wages & Salaries $000

$145 $303 $349 $878 $1840 $2805

Average Salary $000

$58 $61 $58 $65 $80 $85

Sales per FTE $000

- 4,094 67,355 235,324 315,217 416,667

Revenue (Revenues are estimated)

FY15A FY16A FY17A FY18F FY19F FY20F FY21F

2.0

4.0

6.0

10.0

.0

12.0

14.0

16.0

Consumables Grants & OthersAnalysers

NZ$

m

22

Summary Financial Performance

Conservative ForecastsThe current model forecasts only 63 analysers in place throughout New Zealand, Australia and the US by the end of

FY21. As a hospital pharmacy solution this would reflect a less than 1% penetration across the 7,230 hospitals in NZ,

Australia and the United States.

Financial Performance NZ$000 FY15A FY16A FY17A FY18F FY19F FY20F FY21F

Revenue $0.00 $0.00 $20.47 $404.13 $3,176.87 $7,250.00 $13,750.00

Cost of Goods Sold $0.00 $0.00 $0.00 -$97.00 -$1,466.00 -$2,995.00 -$4,655.00

Gross Profit $0.00 $0.00 $20.47 $307.13 $1,710.87 $4,255.00 $9,095.00

Engineering/Technical -$202.89 -$126.79 -$353.62 -$403.41 -$500.00 -$600.00 -$700.00

Sales & Marketing $0.00 -$16.61 -$21.01 -$27.79 -$310.00 -$725.00 -$1,375.00

Wages & Salaries - OH -$4.40 -$144.91 -$302.61 -$348.93 -$877.50 -$1,840.00 -$2,805.00

Other Expenses -$223.11 -$130.13 -$116.92 -$182.16 -$385.00 -$900.00 -$1,350.00

Total Expenses -$430.40 -$418.44 -$794.16 -$962.29 -$2,072.50 -$4,065.00 -$6,230.00

EBITDA -$430.40 -$418.44 -$773.69 -$655.16 -$361.63 $190.00 $2,865.00

Interest, Depreciation

& Ammortization

$0.13 -$68.50 -$52.51 -$64.50 -$442.66 -$683.75 -$1,053.21

NPBT -$430.26 -$486.93 -$826.20 -$719.66 -$804.29 -$493.75 $1,811.79

Cashflow NZ$000 FY15A FY16A FY17A FY18F FY19F FY20F FY21F

Opening Cash Position $11.11 $216.42 $1,585.54 $2,093.80 $1,973.71

EBITDA -$773.69 -$655.16 -$361.63 $190.00 $2,865.00

Loans converted $766.13 $0.00 $0.00 $0.00 $0.00

Net Equity Raising $973.15 $2,310.12 $2,000.00 $1,000.00 $0.00

Total Inflows $965.59 $1,654.96 $1,638.37 $1,190.00 $2,865.00

Interest and Cash Tax -$8.94 -$1.07 $17.56 $30.92 $38.93

Working Capital $65.28 $0.71 -$287.67 -$281.01 -$533.84

Investment in Fixed

Assets & Intangibles

-$105.00 -$272.34 -$860.00 -$1,060.00 -$1,550.00

Loan Repaymebts/

Conversions

-$766.13 $0.00 $0.00 $0.00 $0.00

Total Outflows -$814.79 -$272.71 -$1,130.11 -$1,310.09 -$2,044.90

Closing Cash Position $216.42 $1,598.67 $2,093.80 $1,973.71 $2,793.81

23

• Veriphi will raise up to NZ$2m in FY18.

• Veriphi has significant intangible asset value in the form of intellectual property (both patented and trade secrets).

This is reflected in the company valuation.

• Current assets grow by $3.6m from FY18 through to FY21, driven largely by increases in cash (from operating

cashflows), and increases in inventory and debtors, as sales begin to ramp up.

• FY16. All Veriphi shareholder loans converted to shares at the 2016 offer price.

Use of Funds

Financial Position NZ$000 FY13A FY14A FY15A FY16A FY17A FY18F FY19F FY20F FY21F

Current Assets $142.10 $61.20 $45.84 $9.49 $236.88 $1,671.68 $2,754.62 $3,412.40 $5,293.75

Fixed Assets $409.70 $286.40 $366.89 $459.80 $400.27 $582.21 $981.99 $1,327.31 $1,785.17

Total Assets $551.80 $347.60 $412.73 $469.30 $637.15 $2,253.89 $3,736.61 $4,739.71 $7,078.93

Current

Liabilities

$117.70 $127.50 $540.82 $932.41 $253.64 $320.02 $607.04 $1,103.89 $1,631.31

Non-Current

Liabilities

$0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Total Liabilities $117.70 $127.50 $540.82 $932.41 $253.64 $320.02 $607.04 $1,103.89 $1,631.31

Net Assets/Equity $434.10 $220.10 -$128.09 -$463.11 $383.51 $1,933.86 $3,129.58 $3,635.82 $5,447.62

$700,000 Capital Raise Veriphi Expenditure (NZ$000) Feb-Nov 2018

$2m Capital Raise Veriphi Expenditure (NZ$000) FY19

Product Development and Testing $267 Product Development and Testing $400

Patents $66 Patents $100

Total Engineering/Technical $333 Total Engineering/Technical $500

Sales and Marketing $23 Sales and Marketing $310

Wage and Salaries $280 Wage and Salaries $878

Other $64 Other $312

Total $700 Total $2,000

The first $700,000 raised will be sufficient to:

• Commission the 5 new commercial analysers.

• Complete baseline tests.

• Reach agreement on a commercial pathway with key

customers Potentially achieve first revenues.

• Initiate and potentially complete regulatory

compliance tests.

It should be noted that the first commercial analysers and

consumables have been built. These production costs are

largely paid for. Therefore, funding will primarily support

performance and compliance testing in preparation for

commercial sales.

With a larger capital raise Veriphi will have funds to:

• Achieve first sales revenues in New Zealand.

• Seek expansion to other hospitals.

• Complete international regulatory compliance testing.

• Explore international opportunities in the United

States and Australia.

Marketing and sales spend will increase significantly as

the company seeks revenue growth.

24

ValuationVeriphi’s NZ$13m (pre-money) valuation is in

recognition of the significant progress made since the

last funding round in 2016. The analyser electronics,

software and mechanical hardware have all been

redesigned and off tool parts are in production for the

analyser and consumable.

Testing continues to deliver positive results and testing

time has been reduced from 100 to 10 seconds.

Recent milestones are as follows:

• July 2014

Successful verification of 30/31 anaesthetic drugs in

randomised blind trials using a single container after

repeatability issues addressed.

• April 2015

Successful use of the mathematical model for

verification of 10 drugs in multiple containers.

• July 2015

Indicative results on fast verification times.

• September 2015

Transfer of algorithm into software code.

• October 2015

Positive results in randomised blind trials on

15 common anaesthetic drugs using a second

prototype and a single container.

• February 2016

100% success across 40 blind trials of 10 drugs

in 4 containers with data measured across three

temperatures. This is a significant step forward in

the pathway to successful commercialisation.

• February 2017

100% success across 100 blind trials of 10 drugs

in 3 containers with data measured across three

temperatures. The testing time was reduced from

100 to 10 seconds, with total new analyser hardware,

software and new consumable prototype.

• June 2017

Veriphi signs a research agreement.

• Nov 2017

Veriphi completes the first round of hospital trials.

International medical device comparable companies

are observed to trade on 2 – 3x forward revenue at

earlier stage, and 5 – 7x forward revenue for more

mature companies.

Veriphi has been valued at 2x revenue for FY20.

EV/Revenue Multiples for Australasian Healthcare Equipment and Technology Sector

Share PriceDate Share PriceJun 2010 .................................................................................... $5.00

Mar 2012 ....................................................................................$4.00

Jun 2012 ....................................................................................$4.00

Mar 2013 ....................................................................................$4.00

Nov 2013 .................................................................................... $2.40

Mar 2014 .....................................................................................$1.20

Apr 2014 ......................................................................................$1.20

Aug 2014 ………………………………………… ........................................$1.20

Apr 2016…………………………………………. .........................................$2.75

Oct 2016………………………………………….. ........................................$2.75

Current offer…………. ..................................................................$3.87

Roger Lampen, Veriphi’s largest financial investor has

committed to invest at least $150k at the $3.87 share price.

Shareholder Sale 2017

In August 2017, foundation shareholder Cornelis (Kees)

Klein offered all his shares for sale at $1.35 per share to

Veriphi shareholders.

Kees has had no involvement with Veriphi for 7 years.

He offered his shares at this substantially discounted

price in order to urgently release funds for other needs.

The offer was oversubscribed which created an

opportunity for three other small shareholders to also

sell their shareholding. Forty-six shareholders increased

their shareholding.

Multiples25th Median 75th

0.0 $0

2.0

1.0

$15.0

$10.0

$5.0

4.0

3.0

5.0

$20.06.0

7.0 $25.0

8.0$30.0

10.0

9.0

$35.0

EV/R

even

ue M

ultip

le

Impl

ied

Valu

atio

n N

ZDm

1.9 6.2 9.2

$29.2

$6.0m

Implied EV

$19.7m

25

Offer

Company Valuation NZ$13,000,000 (pre-money)

Funding Target NZ$2,000,000

Maximum Equity Offered 13.3%

Share Price $3.87

Minimum Investment $1000.00

Type of Shares on Offer• Non-voting

‘Investment Class Shares’ for investments less than NZ$50,000; and

• Ordinary voting shares for investments of NZ$50,000 or more.

DisclosuresRemuneration of senior management and Directors

• CEO Greg Shanahan is paid $120,000 per annum.

• Directors fees in future will be paid in cash.

• Director’s fees are not paid to the Chairman.

• Roger Lampen was a director of health IT company HSA Global when

it went into liquidation in August 2015.

• Key staff member remuneration will be reviewed regularly by the

Board to ensure the company continues to attract and retain high

quality individuals.

Related Party TransactionsNone.

Future Funding OptionsShould further capital be required it is likely to be raised from one or more of

the sources below:

• Private Investors. A significant investment by one or more small

private investors.

• Commercial Partners. Investment from market or technology partners.

• Follow-On Crowdfunding Offer. New Zealand legislation currently allows

fund-raising of up to $2 million in any 12 month period.

• Trade Sale. It may be the case that a buyer who can bring substantially more

resources to Veriphi makes an offer for the company. In this case, an exit

for current shareholders could be achieved and Veriphi would continue as a

subsidiary with funding from the new owners.

On the basis that Veriphi is performing well against KPIs, Veriphi will also

consider some debt funding to potentially reduce the need for new capital and

any potential dilution effect that may have.

Current Table of Shareholding October 2017

Table of Shareholding at $700,000 Raise

Table of Shareholding at $2m Raise

Shareholder Number of Shares

Percentage Shareholding

Number of Shares

Percentage Shareholding

Number of Shares

Percentage Shareholding

Bright Sky Investments Limited 1,186,972 35.3% 1,186,972 33.5% 1,186.972 30.6%

Technology Investment

Network Limited

814,679 24.2% 814,679 23.0% 814,679 21.0%

John Julian Aubrey Williams

& Shirley Anne Williams

201,073 6.0% 201,073 5.7% 201,073 5.2%

Henry & Associates Limited 135,000 4.0% 135,000 3.8% 135,000 3.5%

McDowell Family Trust 103,567 3.1% 103,567 2.9% 103,567 2.7%

Other 918,797 27.3% 918,797 25.9% 918,797 23.7%

New Investor 180,879 5.1% 516,796 13.3%

Total 3,360,088 100.0% 3,540,967 100.0% 3,876,884 100.0%

26

Governance

Position Name Skill Provided

Chairman Roger Lampen Commercial

Managing Director Greg Shanahan Operational /Marketing

Director Jason Bloom Finance

Director Gavin Mitchell Commercial

Advisor Ian Costello Clinical

Advisor Dr Kerry Gunn Clinical

Advisor Dr Tim Short Clinical

Advisor Dr Ray Simpkin Scientific

Important Information

• Board meetings are held monthly and a written report is provided

in advance to the directors.

• Regular updates are sent to shareholders.

Share Registry ManagementWe use Avenir to manage our share registry.

Shareholder CommunicationVeriphi will issue a quarterly report to shareholders which will

provide operational KPIs, key achievements in the quarter and key

goals for the quarter ahead. Key financials will be described and

reported once a year.

Third Party AdvisorsAccounting: EY

Legal: Simmonds Stewart

Banking: ANZ

Important InformationThis information memorandum has been prepared by Veriphi

Limited. The information contained in this information

memorandum is confidential. This information memorandum

has been compiled from information believed to be reliable as at

the date of this document. The purpose of this document is solely

for information purposes to assist recipients in making their own

evaluation of whether they wish to invest in Veriphi Limited.

27

Veriphi is a privately owned New Zealand company whose sole focus is the development and commercialisation of its drug verification technology.

ContactsVeriphi LtdPO Box 32 525 Devonport,

Auckland 0744, New Zealand

Greg Shanahan Managing Director

Email: gregshanahan@veriphi.co.nz

Phone: +64 9 445 0362

Mobile: +64 27 435 6045

Roger Lampen Chairman

Email: rogerlampen@veriphi.co.nz

Mobile: +64 27 296 0200

Veriphi Website: www.veriphi.co.nz

Veriphi Snowball Offer: www.snowballeffect.co.nz/offers/veriphi/preview

Veriphi Video: www.youtube.com/watch?v=PeA-282zVpY

02.18