Q.R.A. PTY LIMITED

Australian Venue Co. – leasehold and certain other assets of Quay Restaurant, Sydney

AVC Operations Pty Limited (AVC) proposes to acquire a leasehold (via lease assignment), the benefit of a liquor licence and certain plant and equipment (with certain exclusions) of Quay Restaurant (Quay) from Q.R.A. Pty Limited (the Acquisition). The Vendor will not transfer the existing business of Quay to AVC, only the specific assets mentioned above. AVC is a subsidiary of Australian Venue Co. Holdings Limited which operates licensed venues throughout Australia and New Zealand, primarily pubs, as well as bars, clubs and licensed restaurants. AVC's venues are individually branded and mostly located in inner-city and metro areas, offering food, alcoholic and non-alcoholic beverages, function rooms, live entertainment and gaming facilities. Quay is situated on the Sydney harbourfront at Tenancy 6, Upper Level, Overseas Passenger Terminal, The Rocks. Quay Restaurant offers fine dining with views of the Sydney Opera House and Harbour Bridge.