Ann: Notice of General Meeting, page-10

2for 1 consolidation ....

50k in new capital for 747m "new shares" .....

cap raise of up to 1.5m

name share be "changed" ....and your holding statement will reflect the consolidation ......



The Company will consolidate its existing securities on a one (1) for two (2) basis, rounded down to the nearest whole number (Consolidation).
(b) Cicero paid the Company a $50,000 loan upon execution of the DOCA (Cicero Loan). The Cicero Loan was advanced to provide critical working capital required to facilitate the recapitalisation and reinstatement process. It is proposed that this loan amount shall convert into 749,494,640 Shares in the Company (on a post-Consolidation basis) (Cicero Shares) subject to satisfaction of the conditions precedent contained in the DOCA.
(c) The Company will issue a minimum of 1,500,000,000 Shares, and up to a maximum of 2,500,000,000 Shares, to be issued at a price of $0.001 each to raise a minimum of $1,500,000 and a maximum of $2,500,000 (Capital Raising).
(d) Of the funds raised from the issue of the Shares pursuant to the Capital Raising, Cicero will pay $400,000 to the Deed Administrators who in turn will pay $295,000 into the creditors’ trust created in accordance with the DOCA (Creditors’ Trust) and $105,000 to Guggenheim Corporate Funding, LLC in full and final satisfaction of the Company’s obligations to Guggenheim. The balance of the funds raised is intended to be applied as set out in Section 1.7 of the Explanatory Statement.
(e) Miss Loren Anne Jones is proposed to be appointed to the board of directors of the Company immediately upon the Recapitalisation Resolutions being passed at the Meeting. Messrs William Warnock, Larry Edwards and David Colwell will resign from the Board prior to Completion of the DOCA. Messrs David Prentice and Michael Fry will remain on the Board.