Ann: Notice of General Meeting/Proxy Form, page-2

The consideration payable to the Company at Completion is to be determined 5 Business Days prior to completion in accordance with the SSA, being an amount equal to the aggregate of all outstanding debts and liabilities of each Uruguayan Entity, as recorded in their respective unaudited financial records on that date (including any provision for accrued interest).  
As at the date of this Notice the total debts and liabilities recorded in the management accounts of the Uruguayan Entities total approximately AUD$1,850,000.
Whilst the Purchaser is required to pay the consideration calculated per the above, in clear and available funds at Completion, the net available cash proceeds which will be received by the Company will effectively be nil. This results from the Company being obligated to repay or discharge the debts and liabilities of each Uruguayan Entities, as recorded in the financial records and used to determine the total consideration, which obligation must be satisfied on or before Completion.  
In principle, the total consideration to be paid to the Company will be immediately paid out in satisfaction of the recorded liabilities as required.  As making repayment of such a material sum, contemporaneously with receiving the consideration is likely to be impractical, the SSA provides that the Purchaser: