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MONTO MINERALS LTD (TO BE RENAMED SHAREROOT LTD ) ACN 063 144 865 PROSPECTUS For an offer of up to 100,000,000 Shares at an issue price of $0.05 per Share to raise up to $5,000,000 with a minimum subscription of $3,000,000 together with one (1) free attaching option (Capital Raising Option) for every two (2) Shares issued, exercisable at $0.05 per Capital Raising Option on or before 31 December 2017 (Public Offer). The Public Offer is scheduled to close at 5:00pm (WST) on 4 December 2015 unless extended or withdrawn. Applications must be received by that time to be valid. Completion of the Public Offer is conditional upon satisfaction of the Conditions, which are detailed further in Section 2.4 of the Prospectus. No Securities will be issued pursuant to this Prospectus until such time as the Conditions are satisfied. IMPORTANT INFORMATION This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay. The Securities offered by this Prospectus should be considered highly speculative.

TABLE OF CONTENTS 1. CORPORATE DIRECTORY... 1 2. IMPORTANT NOTICE... 2 3. KEY DATES... 6 4. CHAIRMAN S LETTER... 7 5. INVESTMENT OVERVIEW... 8 6. TRANSACTION OVERVIEW... 16 7. DETAILS OF THE OFFERS... 20 8. COMPANY OVERVIEW... 29 9. RISK FACTORS... 41 10. BOARD, MANAGEMENT AND INTERESTS... 51 11. INVESTIGATING ACCOUNTANT S REPORT... 56 12. CORPORATE GOVERNANCE... 75 13. MATERIAL CONTRACTS... 87 14. ADDITIONAL INFORMATION... 94 15. DIRECTORS AUTHORISATION... 117 16. GLOSSARY... 118 i

1. CORPORATE DIRECTORY Director Mr Gary Steinepreis (Non-Executive Chairman)^ Mr James Allchurch (Managing Director) Mr Patrick Burke (Non-Executive Director)^ Registered Office Company Level 1, 33 Ord Street WEST PERTH WA 6005 Proposed Directors Mr Noah Abelson Mr Marc Angelone Mr James Allchurch Mr Andrew Bursill Company Secretary Mr Gary Steinepreis ASX Code: MOO Proposed ASX Code SRO Legal Advisors Steinepreis Paganin Level 4, The Read Buildings 16 Milligan Street PERTH WA 6000 Lead Manager Foster Stockbroking Pty Ltd Level 25, 52 Martin Place SYDNEY NSW 2000 Telephone: + 61 8 9420 9300 Facsimile: +61 8 9420 9399 Email: admin@montominerals.com Website: www.montominerals.com ShareRoot 2550 9 th Street Suite 206 Berkeley California 94710 Telephone:+1 415 426 4070 Share Registry* Link Market Services Limited Central Park Level 4, 152 St Georges Terrace PERTH WA 6000 Telephone (Australia): +61 1300 554 474 Facsimile: +61 2 9287 0303 Company Auditor* BDO Audit (WA) Pty Ltd 38 Station Street SUBIACO WA 6008 Investigating Accountant BDO Corporate Finance (WA) Pty Ltd 38 Station Street SUBIACO WA 6008 ^ Resigning upon completion of the ShareRoot Acquisition. *This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus. 4145-01/1407832_1 1

2. IMPORTANT NOTICE This Prospectus is dated 19 November 2015 and was lodged with the ASIC on that date. The ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus. It is important that you read this Prospectus in its entirety and seek professional advice where necessary. The Shares the subject of this Prospectus should be considered highly speculative. 2.1 Re-compliance Prospectus This Prospectus is a re-compliance prospectus for the purposes of satisfying Chapters 1 and 2 of the ASX Listing Rules and to satisfy the ASX requirements for re-admission to the Official List following a change in nature and scale of the Company s activities. 2.2 Investment Advice This Prospectus does not provide investment advice and has been prepared without taking account of your financial objectives, financial situation or particular needs (including financial or taxation issues). You should seek professional investment advice before subscribing for Securities under this Prospectus. 2.3 Additional Offers This Prospectus also includes: (a) (b) (c) a private offer of 140,000,000 Shares to the Vendors in consideration for the Acquisition (Consideration Offer); a private offer of up to 35,000,000 Shares to the ShareRoot Lenders upon conversion of the Post-30 June ShareRoot Converting Loan Agreements (ShareRoot Lender Offer); and a private offer of 21,000,000 Options, exercisable at $0.05 on or before 31 December 2017 (Advisor Options), to parties that have acted as advisors or consultants in consideration for introducing the Acquisition to the Company and assisting with its implementation (Advisor Offer), (together, the Secondary Offers). 2.4 Conditional Offers The Offers are conditional on: (a) (b) the passing of all of the Essential Resolutions that are being put to Shareholders at the Annual General Meeting; and ASX conditional approval to re-admit the Shares to Official Quotation. 4145-01/1407832_1 2

Accordingly, the Offers under this Prospectus are effectively inter-conditional on the successful completion of each other part of the Acquisition. In the event that Shareholders do not approve all of the Essential Resolutions at the General Meeting, the Offers will not proceed and no Securities will be issued pursuant to this Prospectus. If this occurs, Applicants will be reimbursed their Application monies (without interest). 2.5 Expiry Date No Securities may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. 2.6 Forwarding-looking statements This Prospectus contains forward-looking statements which are identified by words such as may, could, believes, estimates, targets, expects, or intends and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of our Company, the Directors and our management. Although the Company believes that the expectations reflected in the forward looking statements included in this Prospectus are reasonable, none of the Company, its Directors, proposed Directors or officers, or any person named in this Prospectus, can give, or gives, any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur or that the assumptions on which those statements are based will prove to be correct or exhaustive beyond the date of its making. Investors are cautioned not to place undue reliance on these forward-looking statements. Except to the extent required by law, the Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus. These forward looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 9 of this Prospectus. 2.7 Privacy statement By completing and returning an Application Form, you will be providing personal information directly or indirectly the Company, the Share Registry, the Lead Manager and related bodies corporate, agents, contractors and third party service providers of the foregoing (Collecting Parties). The Collecting Parties collect, hold and will use that information to assess your Application, service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you as a Shareholder. 4145-01/1407832_1 3

By submitting an Application Form, you authorise the Company to disclose any personal information contained in your Application Form (Personal Information) to the Collecting Parties where necessary, for any purpose in connection with the Offers, including processing your acceptance of the Offers and complying with applicable law, the ASX Listing Rules, the ASX Settlement Operating Rules and any requirements imposed by any Public Authority. If you do not provide the information required in the Application Form, the Company may not be able to accept or process your acceptance of the Offers. If the Offers are successfully completed, your Personal Information may also be used from time to time and disclosed to persons inspecting the register of Shareholders, including bidders for your securities in the context of takeovers, Public Authorities, authorised securities brokers, print service providers, mail houses and the Share Registry. Any disclosure of Personal Information made for the above purposes will be on a confidential basis and in accordance with the Privacy Act 1988 (Cth) and all other legal requirements. If obliged to do so by law or any Public Authority, Personal Information collected from you will be passed on to third parties strictly in accordance with legal requirements. Once your Personal Information is no longer required, it will be destroyed or de-identified. As at the date of this Prospectus, the Company does not anticipate that Personal Information will be disclosed to any overseas recipient. Subject to certain exemptions under law, you may have access to Personal Information that the Collecting Parties hold about you and seek correction of such information. Access and correction requests, and any other queries regarding this privacy statement, must be made in writing to the Share Registry at the address set out in the Corporate Directory in Section 1 of this Prospectus. A fee may be charged for access. 2.8 Web Site Electronic Prospectus A copy of this Prospectus can be downloaded from the website of the Company at www.montominerals.com. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia. There is no facility for the Offers to be accepted electronically or by applying online. Securities will not be issued under the electronic version of the Prospectus. The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company. The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered. 4145-01/1407832_1 4

2.9 Defined terms 2.10 Time Unless the contrary intention appears or the context otherwise requires, words and phrases contained in this Prospectus have the same meaning and interpretation as given in the Corporations Act and capitalised terms have the meaning given in the Glossary in Section 16 of this Prospectus. All references to time in this Prospectus are references to Australian Western Standard Time. 2.11 Consolidation 2.12 Risks Unless otherwise stated, all references to Securities in this Prospectus are on a post-consolidation basis. At the Company s General Meeting, the Company is seeking the approval of Shareholders to consolidate the Company s existing Securities on issue on a 1 for 45 basis. You should read this document in its entirety and, if in any doubt, consult your professional advisers before deciding whether to apply for Securities. There are risks associated with an investment in the Company and the Securities offered under this Prospectus must be regarded as a speculative investment. The Securities offered under this Prospectus carry no guarantee with respect to return on capital investment, payment of dividends or the future value of the Securities. Refer to Section 9 of this Prospectus for details relating to risk factors. 2.13 Photographs and Diagrams Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person shown endorses the Prospectus or its contents or that the assets shown in them are owned by the Company. Diagrams used in this prospectus are illustrative only and may not be drawn to scale. 2.14 Enquiries If you are in any doubt as to how to deal with any of the matters raised in this Prospectus, you should consult your broker or legal, financial or other professional adviser without delay. Should you have any questions about the Offers or how to accept the Offers, please call the Company Secretary, Gary Steinepreis on +61 8 9420 9300. 4145-01/1407832_1 5

3. KEY DATES Indicative timetable* Lodgement of Prospectus with the ASIC 19 November 2015 Opening Date of the Offers 19 November 2015 General Meeting held to approve the Acquisition 27 November 2015 Closing Date 4 December 2015 Issue of Securities under the Offers 10 December 2015 Settlement of the Acquisition ^ 10 December 2015 Despatch of holding statements 17 December 2015 Re-compliance with Chapters 1 and 2 of the ASX Listing Rules Re-quotation of Shares (including Shares issued under the Offers) on ASX 21 December 2015 to 11 January 2016 23 December 2015 to 13 January 2016 The above dates are indicative only and may change without notice. The Company reserves the right to extend the Closing Date or close the Offers early without prior notice. The Company also reserves the right not to proceed with any of the Offers at any time before the issue of Securities to Applicants. ^ The above stated date for the Settlement of the Acquisition is only a good faith estimate by the Directors and may have to be extended. 4145-01/1407832_1 6

4. CHAIRMAN S LETTER Dear Investor, On behalf of the directors of Monto Minerals Ltd (to be renamed ShareRoot Ltd) (Company), I am pleased to invite you to participate in the Public Offer for an issue of Shares to raise up to $5,000,000 with a minimum of $3,000,000 (Public Offer). On 18 June 2015, the Company announced that it had entered into a heads of agreement (HOA) with ShareRoot Inc., (ShareRoot) under which the Company was granted the exclusive right to make offers to acquire 100% of the issued capital of ShareRoot. The Company paid ShareRoot an exclusivity option fee of $100,000. The HOA was subsequently varied by the parties on 11 August 2015. The terms of the HOA (as varied) are summarised in Section 14.1 of the Prospectus. On 18 September 2015, the Company paid ShareRoot $200,000 to confirm its intention to proceed with the acquisition of ShareRoot. Further, on 23 October 2015, the Company announced that it had entered into an agreement and plan of merger with ShareRoot Acquisition Corp. (a wholly owned subsidiary of the Company), ShareRoot and Noah Abelson (as the ShareRoot stockholders representative) (Merger Agreement) pursuant to which ShareRoot Acquisition Corp will be merged with and into ShareRoot resulting in ShareRoot becoming a wholly-owned subsidiary of the Company. Silicon Valley-based ShareRoot owns and operates a user-generated content marketing platform (ShareRoot Platform). The ShareRoot Platform is used by businesses to efficiently source high quality social media-derived user generated content for marketing initiatives and to raise brand awareness. Settlement of the Company s proposed acquisition of ShareRoot pursuant to the Merger Agreement is subject to various conditions described which are summarised in Section 13.2(a) of the Prospectus, including Shareholders approval of various resolutions relating to the acquisition of ShareRoot. Up to 100,000,000 Shares will be issued pursuant to the Public Offer at an issue price of $0.05 per Share, together with one (1) free attaching option in the Company exercisable at $0.05 on or before 31 December 2017 for every two (2) Shares issued. The funds raised from the Public Offer, together with the Company s and ShareRoot s existing cash reserves will be primarily used to fund sales and marketing costs and the development of the ShareRoot Platform. An investment in the Company involves a number of risks and must be considered speculative. The Public Offer represents an opportunity to participate in the development of ShareRoot. I encourage you to read the Prospectus carefully and seek professional advice if required before making an investment decision. Gary Steinepreis Chairman 19 November 2015 4145-01/1407832_1 7

5. INVESTMENT OVERVIEW This section is a summary only and not intended to provide full information for investors intending to apply for Shares offered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety. Item Summary Further information A. Company Who is the issuer of this Prospectus? Who is the Company? Monto Minerals Ltd (ACN 063 144 865) (ASX:MOO), to be renamed (subject to Shareholder approval) ShareRoot Ltd (ASX:SRO). The Company was incorporated on 17 January 1994 and was admitted to the official list of the ASX on 7 March 1996. Since listing, the Company has primarily focused on the exploration and development of mineral assets in Queensland, Australia. For the past 12 months, the Company has been evaluating alternative corporate opportunities, both in Australia and overseas. As announced on 18 June 2015, the Company has entered into a heads of agreement with ShareRoot (which was varied on 11 August 2015) under which the Company has the exclusive right to make offers to acquire 100% of the issued capital of ShareRoot. This has now been embodied in the Merger Agreement, the terms of which are summarised in Section 13.2. The Company is currently actively seeking either a strategic partner or divestment for its existing projects. Sections 6.1 and 8.1 How will the Acquisition be implemented? The Company has called the Annual General Meeting, to be held on 27 November 2015, to seek the approval of its Shareholders to the change in its focus from a mineral exploration company to a user generated content (UGC) marketing company. At the Annual General Meeting, Shareholders will consider resolutions relating to the change in the nature and scale of the Company s activities, as well as resolutions required for Settlement of the Acquisition and undertaking the Offers. The Company proposes to change its name to ShareRoot Ltd on Settlement of the Acquisition, which in the Directors and Proposed Directors opinion will be better Sections 6.5, 6.6 and 6.7 4145-01/1407832_1 8

Item Who is ShareRoot? B. Business Model What are the key business strategies of the Company? How will the Company generate income? What are the key dependencies of the Company s business model Summary suited to the Company s new strategic direction. Silicon Valley-based ShareRoot owns and operates a user-generated content marketing platform. ShareRoot has developed an innovative Software as a Service platform enabling businesses to efficiently source high quality social mediaderived UGC to be used in marketing initiatives and to increase brand awareness. The ShareRoot Platform is live and is currently working with over 80 brands. Upon Settlement, completion of the Offers and the re-instatement of the Company on the ASX, the Company intends to focus its business activities on the operation of the current business of ShareRoot, and the growth and development of that business. The initial focus will be to continue generating sales in the U.S. and begin generating sales across the world. The Company is currently actively seeking either a strategic partner or divestment for its existing projects. The Company will generate income through the development and distribution of the ShareRoot Platform to its customers. ShareRoot s clients are charged a monthly subscription fee (on top of initial set up fee) to have unlimited access to the platform in addition to unlimited searches and requests. As the ShareRoot Platform s capabilities expand, additional tiered pricing features will be launched. The key factors that the Company will depend on to meet its objectives are: There being a commercial advantage for companies in building relationships with consumers via the use of user generated content. The number of people using social media platforms being sustained or increasing; and the continued growth of the marketing technology space. Further information Sections 6.4 and 8.2 Sections 6.4 and 8.2 Section 8.2 Section 8.3 4145-01/1407832_1 9

Item Summary Further information C. Key Investment Highlights and Risks What are the key investment highlights? The Directors and Proposed Directors are of the view that an investment in the Company provides the following nonexclusive list of key highlights: Exposure to social media platforms that have an estimated 1.8 billion users and generated approximately $15 billion revenue in 2014; ShareRoot is positioned to take advantage of one of the growth areas of social media user generated content; ShareRoot s innovative Software-asa-Service platform allows businesses to easily source high quality user generated content and transfer legal ownership of content - allowing them to drive sales and increase brand awareness; ShareRoot is currently working with over 80 brands; and The proposed executive directors of the Company have extensive experience in the marketing technology space. Section 6.3 What are the key risks of an investment in the Company The business, assets and operations of the Company, including after Settlement of the Acquisitions, are subject to certain risk factors that have the potential to influence the operating and financial performance of the Company in the future. These risks can impact on the value of an investment in the Securities of the Company. The Board aims to manage these risks by carefully planning its activities and implementing risk control measures. Some of the risks are, however, highly unpredictable and the extent to which the Board can effectively manage them is limited. Based on the information available, a nonexhaustive list of the key risk factors affecting the Company are as follows: Limited operating history ShareRoot has a limited operating history which may not provide a meaningful basis for investors to evaluate the business, financial performance and prospects of ShareRoot; Section 9 4145-01/1407832_1 10

Item Summary Uncertainty of future probability ShareRoot s profitability will be impacted by factors including its ability to successfully deliver a high level of service to any future potential customers and economic conditions in the markets in which it operates. Therefore, the extent of future profits, if any, and the time required to achieve sustained profitability are uncertain; Development and commercialisation of ShareRoot ShareRoot s business model is reliant on its ability to develop and commercialise the ShareRoot Platform. If a third party develop superior technology or with a greater commercial appeal than the ShareRoot Platform, this may harm the future prospects of ShareRoot; New market entrants and technology risk new competitors in the market or technological developments providing an alternative to ShareRoot s product offerings could impact ShareRoot s market share and cause downward price pressure on UGC marketing services; Failure to Deal with Growth ShareRoot s business has the potential to grow rapidly. If that occurs and ShareRoot fails to properly manage that growth, then that failure could harm its business. Any failure to meet customer demand properly could adversely affect the business, including demand for ShareRoot s products/services, revenue collection, customer satisfaction and public perception. D. Directors and Key Management Personnel Directors It is intended that the Board will comprise the following upon Settlement: Mr Noah Abelson; Mr Marc Angelone; Mr James Allchurch; and Mr Andrew Bursill. Further information Sections 10.1 and 10.2 4145-01/1407832_1 11

Item Summary The profiles of each of the Existing Directors and Proposed Directors are set out in Sections 10.1 and 10.2. Details of the personal interests of each of the above individuals and the existing Directors are set out in Section 10.3. Further information E. Financial Information How have the Company and ShareRoot performed over the past 12 months? What is the financial outlook for the Company? F. Offers What is being offered and what is the purpose of the Public Offer? What is being offered and what are the The audited statements of financial position for the Company and ShareRoot as at 30 June 2015 are set out in the Investigating Accountant s Report in Section 11. The reviewed pro-forma statement of financial position for the Company as at 30 June 2015 (which assumes Settlement occurs) is set out in Section 11. The Public Offer is an offer of up to 100,000,000 Shares at an issue price of $0.05 per Share to raise up to $5,000,000 with a minimum subscription of $3,000,000 (together with one (1) free attaching Capital Raising Option for every two (2) Shares issued, exercisable at $0.05 per Capital Raising Option on or before 31 December 2017). The Public Offer is not underwritten. The purpose of the Public Offer is to position the Company to seek to achieve the objectives set out in Section 8 and to meet the requirements of the ASX and satisfy Chapters 1 and 2 of the ASX Listing Rules. On completion of the minimum raising of $3,000,000 under the Public Offer, the Board believes the Company will have sufficient working capital to achieve these objectives. The Company intends to apply funds raised from the Public Offer, together with its existing cash reserves and those of ShareRoot, over the first two years following reinstatement of the Company to quotation on the official list of ASX in the manner set out in the table in Section 7.5. The Public Offer is open to retail investors and sophisticated investors in Australia and New Zealand. This Prospectus also contains an offer of: 140,000,000 Shares to the Vendors; Section 11 Section 11 Sections 7.1, 7.3 and 7.4 Sections 7.2 and 7.3 4145-01/1407832_1 12

Item purposes of the Secondary Offers? What will the Company s capital structure look like after completion of the Offers and the Acquisition? Will I be guaranteed a minimum allocation under the Public Offer? What are the terms of the Securities offered under the Offers? Summary up to 35,000,000 Shares to the ShareRoot Lenders upon conversion of the Post-30 June ShareRoot Converting Loan Agreements; and 21,000,000 Advisor Options to parties that have acted as advisors or consultants to the Company in relation to the Acquisition. The purposes of the Secondary Offers are to remove the need for an additional disclosure document to be issued upon the sale of any Shares that are issued under the Secondary Offers. The Secondary Offers are made to the Vendors, ShareRoot Lenders and certain advisors and consultants to the Company (or their nominees). You should not complete an Application Form in relation to the Secondary Offers unless specifically directed to do so by the Company. The Company s capital structure on a post-settlement basis is set out in Section 8.9. No, the Company is not in a position to guarantee a minimum application of Shares under the Public Offer. A summary of the material rights and liabilities attaching to: the Shares offered under the Offers are set out in Section 14.2; the Capital Raising Options offered under the Public Offer are set out in Section 14.3; and the Advisor Options offered under the Advisor Offer are set out in Section 14.4. Further information Section 8.9 Section 7.8 Sections 14.2-14.4 Will any Securities be subject to escrow? Subject to the Company re-complying with Chapters 1 and 2 of the ASX Listing Rules and completing the Offers, certain Securities (including some of those issued under the Consideration Offer, ShareRoot Lender Offer and Advisor Offer) on issue may be classified by ASX as restricted securities and will be required to be held in escrow for up to 24 months from the date Section 8.11 4145-01/1407832_1 13

Item of Official Quotation. Summary During the period in which these Shares are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares in a timely manner. The Company will announce to ASX full details (quantity and duration) of the Securities required to be held in escrow prior to the Shares commencing trading on ASX. Further information Will Securities be quoted? What are the key dates of the Offers? What is the minimum investment size under the Public Offer? Are there any conditions to the Offers? The Company will make an application to ASX for quotation of all Shares, Capital Raising Options to be issued under the Offers and existing 31 December 2017 options. The key dates of the Offers are set out in the indicative timetable in Section 3. Applications under the Public Offer must be for a minimum of $2,000 worth of Shares (40,000 Shares and associated Options) and thereafter, in multiples of $200 worth of Shares (4,000 Shares and associated Options). The Offers are conditional on: Shareholders approving the Essential Resolutions required to implement the Acquisition at the Annual General Meeting; and ASX conditional approval to readmit the Shares to Official Quotation. If any of these Conditions are not satisfied, the Acquisitions and the Offers will not proceed. Section 7.9 Section 3 Section 7.1(b) Section 2.4 G. Use of proceeds How will the proceeds of the Public Offer be used? Together with existing cash reserves of the Company, the Public Offer proceeds will be used to: fund sales and marketing expenditure; develop the ShareRoot Platform; fund mineral exploration assets and divestment of the Company s Herberton Projects; pay the costs associated with the Acquisition; and Section 7.4 4145-01/1407832_1 14

Item Summary contribute to the working capital of the Company. Further information H. Additional information Is there any brokerage, commission or stamp duty payable by applicants? No brokerage, commission or duty is payable by Applicants on the acquisition of Shares under the Offers. Section 7.5 What are the tax implications of investing in Securities? Where can I find more information? Shares may be subject to Australian tax on dividends and possibly capital gains tax on a future disposal of Shares issued under this Prospectus. The tax consequences of any investment in Securities will depend upon an investor s particular circumstances. Applicants should obtain their own tax advice prior to deciding whether to subscribe for Shares offered under this Prospectus. By speaking to your sharebroker, solicitor, accountant or other independent professional adviser. By reviewing the Company s public announcements, which are accessible from ASX s website at http://www.asx.com.au under the ASX code MOO. By contacting the Company Secretary on +61 8 9420 9300. By contacting the Share Registry on +61 1300 554 474. Section 7.5 4145-01/1407832_1 15

6. TRANSACTION OVERVIEW 6.1 The Company The Company was incorporated on 17 January 1994 and was admitted to the official list of the ASX on 7 March 1996. Since listing, the Company has primarily focused on the exploration and development of mineral assets in Queensland, Australia. Further information can be found on the Company s website, www.montominerals.com. For the past 12 months, the Company has been evaluating alternative corporate opportunities, both in Australia and overseas. 6.2 The Acquisition As announced on 18 June 2015, the Company has entered into a heads of agreement with ShareRoot (which was varied on 11 August 2015) (HOA) under which the Company has the exclusive right to make offers to acquire 100% of the issued capital of ShareRoot via a plan of merger (Acquisition). The Company paid ShareRoot an exclusivity option fee of $100,000. On 18 September 2015, the Company paid a $200,000 fee to ShareRoot to confirm its intention to proceed with the Acquisition. A summary of the material terms of the HOA is set out in Section 13.1, and this has now been embodied in a Merger Agreement, which the Company entered into on 23 October 2015. The material terms of the Merger Agreement are summarised in Section 13.2. Upon successful Settlement of the Acquisition, the Company will focus on developing the ShareRoot Platform. The Board is of the opinion that the opportunity presented under the Acquisition represents an opportunity that is in the best interest of current Shareholders of the Company. 6.3 Key investment highlights The Existing Directors and Proposed Directors are of the view that key highlights of an investment in the Company include: (a) exposure to social media platforms that have an estimated 1.8 billion users and generated approximately $15 billion revenue in 2014; (b) (c) (d) (e) ShareRoot is positioned to take advantage of one of the growth areas of social media user generated content; ShareRoot s innovative Software-as-a-Service platform allows businesses to easily source high quality user generated content and transfer legal ownership of content - allowing them to drive sales and increase brand awareness; ShareRoot is currently working with over 80 brands; and the proposed executive directors of the Company have extensive experience in the marketing technology space. 6.4 Business Summary Silicon Valley-based ShareRoot owns and operates a user-generated content (UGC) marketing platform. ShareRoot has developed an innovative Software as a Service (SaaS) platform enabling businesses to efficiently source high quality social media-derived UGC to be used in marketing initiatives and to increase 4145-01/1407832_1 16

brand awareness (ShareRoot Platform). The ShareRoot Platform is live and is currently working with over 80 brands. Upon successful completion of the Acquisition, completion of the Offers and the re-instatement of the Company on the ASX, the Company intends to focus its business activities on the operation of the ShareRoot Platform, and the growth and development of that business. Please refer to Section 8 for a more detailed summary of ShareRoot and the Company s proposed business following Settlement of the Acquisition. 6.5 Suspension and Re-admission to ASX As the Company is currently a mineral exploration company, the Acquisition, if successfully completed, will represent a significant change in the nature and scale of the Company s operations to a technology company focused on developing ShareRoot s UGC sourcing technology. ASX has indicated that this change in the nature and scale of the Company s activities will require: (a) (b) the approval of Shareholders; and the Company to re-comply with the admission requirements set out in Chapters 1 and 2 of the ASX Listing Rules. In accordance with ASX guidelines, it will be necessary for the Company to apply for a trading halt in its Shares from the beginning of trading on the date of the General Meeting. If Shareholder approval to the change in nature and scale of the Company s activities as a result of the Acquisition is obtained, then subject to the passing of each other Essential Resolution (see Section 6.6 below for further details), the Company will be required to apply for voluntary suspension of the Shares with effect from the close of the General Meeting. In such circumstances, the Shares will not be reinstated to Official Quotation until the Company has re-complied with Chapters 1 and 2 of the ASX Listing Rules and is re-admitted by ASX to the Official List. Some of the key requirements of Chapters 1 and 2 of the Listing Rules are: (a) (b) (c) the Company must satisfy the shareholder spread requirements relating to the minimum number of Shareholders and the minimum value of the shareholdings of those Shareholders; the Company must satisfy the assets test as set out in ASX Listing Rule 1.3; and the issue price of Shares must be at least 20 cents and the exercise price of Options must be at least 20 cents (20 Cent Requirements). On 2 October 2015, ASX granted the Company a waiver from the 20 Cent Requirements to enable the Company to issue Shares under the Offers at no less than $0.05 per Share and for all Options issued or to be issued having an exercise price of not less than $0.05, after completion of the Consolidation. ASX also granted the Company a waiver to issue Performance Rights with a nil issue price. This waiver is subject to Shareholders approving the Company undertaking the Offers at no less than $0.05. 4145-01/1407832_1 17

It is expected that the conduct of the Offers pursuant to this Prospectus and the implementation of a 1 for 45 Consolidation of all Shares and Options immediately after the General Meeting will enable the Company to satisfy the above requirements. Applicants should be aware that ASX will not re-admit or admit any Shares to Official Quotation until the Company re-complies with Chapters 1 and 2 of the Listing Rules and is re-admitted by ASX to the Official List. In the event that the Company does not receive conditional approval for re-admission to the Official List, the Company will not proceed with the Offers and will repay all Application monies received by it in connection with this Prospectus (without interest). If Shareholder approval to the Essential Resolutions is not obtained, the trading halt will end after the results of the General Meeting have been announced to the market and the Company will apply for trading in its Shares to recommence. 6.6 Shareholder Approval of Essential Resolutions At the Annual General Meeting, the Company will seek the approval of Shareholders to a number of resolutions required to implement the Acquisition. It is a condition to completion of the Offers under this Prospectus, as well as the Acquisition, that each of the following resolutions is approved by Shareholders at the Annual General Meeting: (a) (b) (c) (d) (e) (f) (g) (h) (i) the significant change in the nature or scale of the Company s activities to become a technology company, for which Shareholder approval is required under ASX Listing Rule 11.1.2; the Consolidation of all existing Securities; approval for the issue to the Vendors (or their nominees) at Settlement of 140,000,000 Shares in proportion to their holdings in ShareRoot immediately prior to the Acquisition and 120,000,000 Performance Rights to the Performance Right Holders and acquisition by the Vendors of voting power in the Company that is otherwise prohibited by the Corporations Act; election of Noah Abelson and Marc Angelone as directors of the Company; the issue of 21,000,000 Advisor Options under the Advisor Offer; the issue of up to 35,000,000 Shares to the ShareRoot Lenders upon conversion of the Post-30 June ShareRoot Converting Loans; the issue of up to 100,000,000 Shares together with one (1) free attaching Capital Raising Option for every two (2) Shares issued under the Public Offer; the adoption of the Share Plan and Option Plan; and the change of name of the Company to ShareRoot Ltd, (each an Essential Resolution). 4145-01/1407832_1 18

If any of the Essential Resolutions are not approved by Shareholders the Acquisition (including the Offers under this Prospectus) will not be completed. 6.7 Change of Name It is proposed that, subject to Shareholder approval being obtained, the Company will commence the change of name to ShareRoot Ltd on Settlement of the Acquisition, which in the Company s opinion will be better suited to the Company s new strategic direction. The change in name will be effected once ASIC alters the Company s registration details. An overview of the Company s business following Settlement of the Acquisition is set out in Section 8. 4145-01/1407832_1 19

7. DETAILS OF THE OFFERS 7.1 Public Offer The Company is inviting applications under the Public Offer for up to 100,000,000 Shares at an issue price of $0.05 per Share, together with one (1) free attaching Capital Raising Option for every two (2) Shares issued under the Public Offer, exercisable at $0.05 per Capital Raising Option on or before 31 December 2017, to raise up to $5,000,000, with a minimum subscription of $3,000,000. All Shares issued under this Prospectus will be fully paid and will rank equally with all other Shares that are currently on issue. A summary of the material rights and liabilities attaching to the Shares is set out in Section 14.2. Capital Raising Options offered under this Prospectus will be issued on the terms and conditions set out in Section 14.3. All of the Shares issued upon the future exercise of the Capital Raising Options offered under this Prospectus will rank equally with the Shares on issue at the date of this Prospectus. Please refer to Section 14.2 for further information regarding the rights and liabilities attaching to the Shares. The Company is seeking Shareholder approval at the Annual General Meeting for a consolidation of its existing Securities on a 1 for 45 basis (Consolidation). Assuming that approval is given, all Securities issued pursuant to the Public Offer will be issued on a post-consolidation basis. (a) Minimum subscription The Public Offer is subject to a minimum subscription of 60,000,000 Shares to raise at least $3,000,000 (Minimum Subscription). If the Minimum Subscription has not been raised within 4 months after the date of this Prospectus, the Company will not issue any Securities and will repay all Application monies for the Shares applied for under the Public Offer within the timeframe prescribed under the Corporations Act, without interest. The Public Offer is not underwritten. (b) Minimum application amount Applications under the Public Offer must be for a minimum of $2,000 worth of Shares (40,000 Shares with 20,000 free attaching Capital Raising Options) and thereafter, in multiples of $200 worth of Shares (4,000 Shares and 2,000 free attaching Capital Raising Options). (c) Eligible participants To participate in the Public Offer, you must be a resident of Australia or New Zealand. See Section 7.11 for further details. (d) Quotation and trading Application for quotation of all Shares issued under the Public Offer will be made to ASX no later than 7 days after the date of this Prospectus. See Section 7.9 for further details. The Company may also apply for quotation of the Capital Raising Options at this time. 4145-01/1407832_1 20

7.2 Secondary Offers No Shares or Capital Raising Options issued pursuant to the Public Offer will be subject to any escrow requirement by the ASX. (a) Consideration Offer This Prospectus also includes an offer of Shares to be issued to the Vendors (or their nominees) pursuant to the Merger Agreement for the acquisition by the Company of the entire issued capital of ShareRoot. The material terms and conditions of the HOA and the Merger Agreement are summarised at Sections 13.1 and 13.2 of this Prospectus. As such, this Prospectus includes a separate offer of the Shares to the Vendors. The terms of the Shares offered under the Consideration Offer are summarised in Section 14.2. Application for quotation of the Shares issued under the Consideration Offer will be made to ASX no later than 7 days after the date of this Prospectus. See Section 7.9 for further details. Only the Vendors (or their nominees) may accept the Consideration Offer. An Application Form in relation to the Consideration Offer will be issued to the Vendors together with a copy of this Prospectus. The Shares issued under the Consideration Offer may be subject to escrow under the ASX Listing Rules. Please refer to Section 8.11 for a summary of the likely escrow position. (b) ShareRoot Lender Offer ShareRoot is party to the Post-30 June ShareRoot Converting Loan Agreements (the terms of which are summarised in Section 13.3). The terms of the Post-30 June ShareRoot Converting Loan Agreements provide for Shares to be issued to the ShareRoot Lenders at Settlement of the Acquisition, to satisfy ShareRoot s and the Company s obligations under the ShareRoot Post-30 June Converting Loan Agreements. As such, this Prospectus includes a separate offer of such number of Shares as is required for the Company and ShareRoot to be fully and finally released from all obligations under the Post-30 June ShareRoot Converting Loan Agreements (being up to 35,000,000 Shares). Only the ShareRoot Lenders (or their nominees) may accept the ShareRoot Lender Offer. An Application Form in relation to the ShareRoot Lender Offer will be issued to the ShareRoot Lenders together with a copy of this Prospectus. The terms of the Shares offered under the ShareRoot Lender Offer are summarised in Section 14.2. Application for quotation of the Shares issued under the ShareRoot Lender Offer will be made to ASX no later than 7 days after the date of this Prospectus. See Section 7.9 for further details. The Shares issued under the ShareRoot Lender Offer may be subject to escrow under the ASX Listing Rules. Please refer to Section 8.11 for a summary of the likely escrow position. 4145-01/1407832_1 21

(c) Advisor Offer The Company has agreed to issue the Advisor Options to certain parties that have acted as advisors or consultants to the Company (Advisors) in consideration for introducing the Acquisition to the Company and assisting with its implementation. As such, this Prospectus includes a separate offer of the Advisor Options to the Advisors, the terms of which are summarised in Section 14.4. 7.3 Purpose of the Offers Only the Advisors (or their nominee) may accept the Advisor Offer. An Application Form in relation to the Advisor Offer will be issued to the Advisors together with a copy of this Prospectus. The Advisor Options will be subject to escrow under the ASX Listing Rules. Please refer to Section 8.11 for a summary of the likely escrow position. The primary purpose of the Offers is to: (a) (b) (c) assist the Company to meet the re-admission requirements of ASX under Chapters 1 and 2 of the ASX Listing Rules (see Section 6.5 for further details); to provide the Company with additional funding for development of the ShareRoot Platform and sales and marketing and to provide the Company with further working capital; and remove the need for an additional disclosure document to be issued upon the sale of any Securities (including Shares issued upon conversion of the Capital Raising Options) that are to be issued under the Public Offer by retail investors or the sale of any Securities issued under (or issued upon conversion of Advisor Options) the Secondary Offers. The Company intends on applying the funds raised under the Public Offer along with its current cash reserves, and those of ShareRoot in the manner detailed in Section 7.4. 7.4 Use of Funds The Company intends to apply funds raised from the Public Offer, together with existing cash reserves and those of ShareRoot post-acquisition, in the next two years following re-admission to the Official List of the ASX (for the purpose of satisfying ASX s requirements for re-listing following a significant change to the nature and scale of the Company s activities) as follows: Minimum Subscription under Public Offer ($3,000,000) Percentage of Funds Full Subscription under Public Offer ($5,000,000) Percentage of Funds Audited cash balance of Monto and ShareRoot at 30 June 2015 and events post-30 $1,285,085 - $1,285,085-4145-01/1407832_1 22

June 2015 1 Working capital spent from 1 July 2015 1 Funds raised from the Public Offer ($750,000) - ($750,000) - $3,000,000 - $5,000,000 - Expenses associated with the Acquisition 2 ($593,813) - ($718,813) - TOTAL $2,941,272 $4,816,272 Sales and marketing Development of the ShareRoot Platform Allocated to mineral exploration assets and divestment $718,400 24.4% $1,197,333 24.9% $1,691,374 57.5% $2,644,902 54.9% $200,000 6.8% $200,000 4.1% Working capital 3 $331,498 11.3% $774,037 16.1% TOTAL $2,941,272 100.0% $4,816,272 100.0% Notes: 1 Refer to the Investigating Accountant s Report set out in Section 11 of this Prospectus for further details. 2 Refer to Section 14.14 of this Prospectus for further details. 3 Working capital includes the general costs associated with the management and operation of the business including administration expenses, salaries, directors fees, rent and other associated costs. In the event the Company raises more than the minimum subscription of $3,000,000 but less than the full subscription of $5,000,000, the additional funds raised will be first applied towards the expenses of the Public Offer first and then equally towards marketing, product development, business development and contract services. The above table is a statement of current intentions as of the date of lodgement of this Prospectus with the ASIC. As with any budget, intervening events and new circumstances have the potential to affect the ultimate way funds will be applied. The Board reserves the right to alter the way funds are applied on this basis. Actual expenditure may differ significantly from the above estimates due to a change in market conditions, the development of new opportunities and other factors (including the risk factors outlined in Section 9. The Board believes that the funds raised from the Public Offer, combined with existing funds will provide the Company with sufficient working capital at anticipated expenditure levels to achieve its objectives set out in this Prospectus. 4145-01/1407832_1 23

7.5 Taxation The acquisition and disposal of Securities will have tax consequences, which will differ depending on the individual financial affairs of each investor. It is not possible to provide a comprehensive summary of the possible taxation positions of all potential applicants. As such, all potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Securities from a taxation viewpoint and generally. To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Securities under this Prospectus. No brokerage, commission or duty is payable by Applications on the acquisition of Shares under the Offers. 7.6 Applications Applications for Securities under the Offers must be made using the relevant Application Form. By completing an Application Form, you will be taken to have declared that all details and statements made by you are complete and accurate and that you have personally received the Application Form together with a complete and unaltered copy of the Prospectus. Completed Application Forms must be mailed or delivered to the address set out on the Application Form, with sufficient time to be received by or on behalf of the Company by no later than 5.00pm (WST) on the Closing Date, which is currently scheduled to occur on 4 December 2015. Applications under the Public Offer must be accompanied by payment in full in Australian currency by cheque, direct debit or BPAY in accordance with the instructions set out in the Application Form. The Offers are conditional on certain matters, as discussed in Section 2.4. Where no issue is made under the Public Offer, Application monies will be refunded (without interest) to the Applicants as soon as practicable after the Closing Date. Participation in the Secondary Offers is personal and Application Forms in relation to the Secondary Offers will only be issued to the relevant participants together with a copy of this Prospectus. The Company reserves the right to close the Offers early. If you require assistance in completing an Application Form, please contact the Share Registry on +61 1300 554 474. 7.7 Lead Manager The Company has appointed Foster Stockbroking as the Lead Manager to the Public Offer. The Lead Manager will receive a placement fee of 5% and a management fee of 1% of the total amount raised under the Public Offer. Any selling fees required to be paid to third party licensed financial advisors will be paid by the Lead Manager from this fee at a rate to be agreed. A summary of the terms of the Lead Manager Mandate is set out in Section 14. 4145-01/1407832_1 24

7.8 Issues of Securities and Allocation Policy (a) General Subject to the Minimum Subscription being achieved and the satisfaction of each of the Conditions (see Section 2.4), the issue of Shares offered by this Prospectus will take place as soon as practicable after the Closing Date and in accordance with the timetable set out in Section 3. (b) Public Offer The allocation of Securities under the Public Offer will be determined by the Board in conjunction with the Lead Manager in their absolute discretion. There is no guaranteed allocation of Securities under the Public Offer. The Board and Foster Stockbroking reserve the right to reject any Application or to allocate any Applicant fewer Securities than the number applied for. Where the number of Securities issued is less than the number applied for, or where no issue is made, surplus Application monies will be refunded (without interest) to the Applicant as soon as practicable after the Closing Date. There is no guaranteed allocation of Shares under the Public Offer. The Company s decision on the number of Shares to be allocated to an Applicant will be final. (c) Secondary Offers Each of the Secondary Offers is personal to the Vendors, Advisors and ShareRoot Lenders respectively (or their nominees). As such, Securities offered under those Secondary Offers will be allocated and issued to those parties (or their respective nominees) only. Subject to satisfaction of the Conditions, allocations under the Secondary Offers are guaranteed. (d) Acceptance of Applications A completed Application Form is an offer by you to the Company to apply for the amount of Shares specified in the Application Form on the terms and conditions set out in this Prospectus (including any supplementary or replacement document) and the Application Form. To the extent permitted by law, an Application by an Applicant is irrevocable. An Application may be accepted in respect of the full amount, or any amount lower than that specified in the Application Form, without further notice to the Applicant. Acceptance of an Application will give rise to a binding contract on allocation of Shares to successful Applicants. 4145-01/1407832_1 25

(e) Defects in Applications If an Application Form is not completed correctly or if the accompanying payment is the wrong amount, the Company may, in its discretion, still treat the Application Form to be valid. The Company s decision to treat an Application as valid, or how to construe, amend or complete it, will be final. (f) Interest Pending the issue of the Shares or payment of refunds pursuant to this Prospectus, all Application monies will be held by the Company in trust for Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest. 7.9 Quotation of Shares and Capital Raising Options The Company will apply for Official Quotation of all Shares issued under this Prospectus along with the Capital Raising Options and the existing Options which expire on 31 December 2017 within 7 days after the date of this Prospectus. However, Applicants should be aware that ASX will not commence Official Quotation of any Shares or Options for which quotation will be sought until the Company has re-complied with Chapters 1 and 2 of the ASX Listing Rules and has received the approval of ASX to be re-admitted to the Official List (see Section 6.5). As such, the Shares and the Options for which quotation will be sought may not be able to be traded for some time after the close of the Offers. If the Shares and the Options for which quotation will be sought are not admitted to Official Quotation by ASX before the expiration of 3 months after the date of this Prospectus, or such period as varied by the ASIC, or if ASX otherwise rejects the Company s application for re-admission to the Official List (see Section 6.5), the Company will not issue any Shares or Capital Raising Options and will repay all Application monies for the Shares within the time prescribed under the Corporations Act, without interest. In those circumstances the Company will not proceed with the Acquisition. The fact that ASX may grant Official Quotation to the Shares and the Options for which quotation will be sought is not to be taken in any way as an indication of the merits of the Company or the Shares or Capital Raising Options now offered for subscription. 7.10 Clearing House Electronic Sub-Register System and Issuer Sponsorship The Company participates in the Clearing House Electronic Sub-register System (CHESS). ASX Settlement Pty Ltd, a wholly owned subsidiary of ASX, operates CHESS. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Electronic sub-registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with holding statements (similar to a bank account statement) that set out the number of Securities issued to them under this Prospectus. The holding statements will also advise holders of their Holder Identification Number (if the holder is broker sponsored) or Security Holder Reference Number (if the holder is issuer sponsored) and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship. 4145-01/1407832_1 26

Electronic sub-registers also mean ownership of Securities can be transferred without having to rely upon paper documentation. Further, monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month. Shareholders may request a holding statement at any other time, however a charge may be made for such additional statements. 7.11 Applicants outside Australia This Prospectus does not, and is not intended to, constitute an offer of, or invitation to apply for, Securities in any place or jurisdiction, or to any person to whom, it would not be lawful to make such an offer or invitation. The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. No action has been taken to register or qualify the Securities or otherwise permit a public offering of the Securities the subject of this Prospectus in any jurisdiction outside Australia and New Zealand. Applicants who are resident in countries other than Australia or New Zealand should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed in order to accept any of the Offers. If you are outside Australia or New Zealand it is your responsibility to ensure compliance with all laws of any country relevant to, and obtain all necessary approvals for, the issue of the Securities pursuant to this Prospectus. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by you that there has been no breach of any such laws and all relevant approvals have been obtained. Where this Prospectus has been dispatched to persons in jurisdictions outside of Australia, in which the securities legislation or regulation requires registration or any analogous treatment, this Prospectus is provided for information purposes only. This Prospectus has not been and will not be registered under any such legislation or regulation or in any such jurisdiction. 7.12 New Zealand The Shares are not being offered to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the transitional provisions of the Financial Markets Conduct Act 2013 (New Zealand) and the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand). This Prospectus has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain. The Offers to New Zealand investors are regulated offers made under Australian and New Zealand law. The Offers and the content of this Prospectus are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act 2001 and Regulations (Australia) set out how the Offers must be made. 4145-01/1407832_1 27

There are differences in how securities are regulated under Australian law. For example, the disclosure of fees for collective investment schemes is different under the Australian regime. The rights, remedies, and compensation arrangements available to New Zealand investors in Australian securities may differ from the rights, remedies, and compensation arrangements for New Zealand securities. Both the Australian and New Zealand securities regulators have enforcement responsibilities in relation to these Offers. If you need to make a complaint about an Offer, please contact the Financial Markets Authority, Wellington, New Zealand. The Australian and New Zealand regulators will work together to settle your complaint. The taxation treatment of Australian securities is not the same as for New Zealand securities. If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser. The Offers may involve a currency exchange risk. The currency for the Securities is not New Zealand dollars. The value of the Securities will go up or down according to changes in the exchange rate between that currency and New Zealand dollars. These changes may be significant. If you expect the securities to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars. If the Securities are able to be traded on a securities market and you wish to trade the Securities through that market, you will have to make arrangements for a participant in that market to sell the Securities on your behalf. If the securities market does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the securities and trading may differ from securities markets that operate in New Zealand. 7.13 US Investors The Securities offered under this Prospectus have not been, and will not be, registered under the US Securities Act of 1933, as amended (US Securities Act) and may only be offered or sold: (a) (b) in the United States, pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act; and outside the United States in offshore transactions in compliance with Regulation S under the US Securities Act and applicable local law. 7.14 Enquiries If you have any queries in relation to the Offers, please contact the Company Secretary on +61 8 9420 9300. 4145-01/1407832_1 28

8. COMPANY OVERVIEW 8.1 Business Overview As detailed in Section 6.1, since listing, the Company has focused on exploration in north Queensland. Further information can be found on the Company s website, http://www.montominerals.com. As announced on 18 June 2015, the Company has entered into a heads of agreement with ShareRoot (which was varied on 11 August 2015) under which the Company has the exclusive right to make offers to acquire 100% of the issued capital of ShareRoot via a plan of merger. The Company paid ShareRoot an exclusivity option fee of $100,000. A summary of the material terms of the HOA is set out in Section 13.1, and this has now been embodied in a Merger Agreement, the terms of which are summarised in Section 13.2. On 18 September 2015, the Company paid $200,000 to ShareRoot to confirm its intention to proceed with the Acquisition. 8.2 ShareRoot 8.2.1 ShareRoot s Business ShareRoot has developed a Software-as-a-Service (SaaS) platform which allows brands to find and source visual content from everyday users. The content is often referred to as User-Generated Content (UGC) which is available via social media. The ShareRoot Platform assists organisations in enhancing and personalising their marketing to the consumer, amidst market demands for new content. The platform provides brands the ability to source UGC from various social channels including Instagram, Twitter and Facebook with other networks proposed to be added in the near future. The user numbers and statistics within the ShareRoot Platform are higher than expected across the board. One reason for its success is that ShareRoot allows consumers and followers of brands to not only participate in social media campaigns, but also strengthen the bond between them and the brands they love. In a short amount of time, more than triple the amount of users expected were saying yes to sharing their photos and brands were looking to trial and use the ShareRoot Platform. From a technical perspective, ShareRoot utilises APIs (application programming interfaces) from the major social networks that allow for images and image information to be pulled from the platforms. ShareRoot s easy to use platform allows brands to search for images associated with keywords, engagement and physical location, send custom requests for the rights to those images, and post the newly sourced content to multiple platforms, all within a few clicks. ShareRoot uses a streamlined process for sourcing UGC from Instagram, Twitter and Facebook (nearly 2 billion monthly active users between them) and gaining the legal rights to the UGC. In a content demanding marketing landscape it is essential for brands and marketers to aggregate and own as much content as possible. The ShareRoot Platform enables brands and marketers to: get access to, aggregate and own a large amount of content; like, request and share on multiple platforms simultaneously; alter content as they see fit at little or no cost; 4145-01/1407832_1 29

display UGC images on a variety of visual display mediums; and use images for marketing and promotion campaigns going forward at no additional cost. The ShareRoot Platform has been developed with the input of its enterprise clients to generate a highly relevant, personalised and efficient system. ShareRoot s clients are charged a monthly subscription fee to have unlimited access to the platform in addition to unlimited searches and requests. A second tier (Tier 2) of ShareRoot s platform has recently been launched, with an accompanied increase in monthly subscription cost for access to all of the display functionality. As ShareRoot s platform capabilities expand, additional tiered pricing features will be launched (Tier 3 and Enterprise). 8.2.2 Financial History ShareRoot is a start-up company with limited trading history. Since incorporating in February of 2013, ShareRoot has raised approximately $2M AUD equity capital to develop its software and product. ShareRoot offered the ShareRoot Platform at a discount to clients who participated in the Beta launch and began offering the product at full price soon thereafter. Given ShareRoot s limited trading history, and given that its business is largely unproven, it is difficult to make an evaluation of ShareRoot s business or its prospects. Accordingly, no assurance can be given that the Company will achieve commercial viability through the acquisition of ShareRoot and the implementation of its business plan. 8.2.3 Overview of ShareRoot s product and technology The ShareRoot Platform ShareRoot s flagship product is its UGC searching/requesting/posting platform. This innovative platform provides brands with a simple, secure method to search for and source content from the everyday consumer. ShareRoot has solved the issue that plagues brands across the business spectrum, and that problem is determining how to generate enough content to properly engage with their customers and potential customers in a meaningful way. ShareRoot has identified a major pain point for brand managers and that pain point is determining how to connect and build relationships with the general populace. The ShareRoot Platform, while on the surface allows for brands to obtain content, also assists in building brand loyalty and helps brands build personal relationships with consumers. In leveraging the innovative ShareRoot Platform, brands are able to efficiently find and source content while engaging with users and building brand evangelicals. The key features of the ShareRoot Platform are set out on the following pages: 4145-01/1407832_1 30

1. Search and Request Platform Brands login to the ShareRoot Platform and immediately arrive at the Search and Request page. The above image depicts search results which provide the option to view the images on the native social platform, in addition to the ShareRoot custom content request feature. 2. Full Content Gallery The Full Content Gallery below allows for brands to display UGC that they have obtained on their website in an eye-catching, customisable format. The above example shows how a full content gallery can exist live on a website. The engaging content draws the viewer in and emotionally drives them to want to have a similar experience, share it, and then view it live on the website as well. 4145-01/1407832_1 31

3. Product Page Integration ShareRoot s Product Page Integration gives brands the opportunity to display product specific UGC on that specific product s page. T h i s f e a t u r e p r o v i des consumers with the ability to see how the product looks in a real situation. Seeing others utilising the product they are looking at provides users with the secure knowledge that what they are considering purchasing is viable, useful and worthy of purchase. 4. Streamed Content Galleries While ShareRoot s main product feature is around gaining the legal rights to UGC, there is an alternative strategy that involves streaming content that the brand does not own. This cannot be done for commercial use and the images are not owned by the brand, however it is an innovative way for brands to highlight discussions amongst consumers. 4145-01/1407832_1 32

This content can be completely moderated by the brand from within the ShareRoot Platform latform to ensure that only the chosen streamed content appears within the gallery. For personal use only 5. Experiential Galleries ShareRoot s Experiential Gallery execution can display a live, customisable customi gallery streamed on any size screen. This is a fantastic way to connect with consumers who are attending a brand s event or on location to drive engagement and promote a specific hashtag. 6. Android App ShareRoot s Android app increases the engagement of its clients by giving them the ability to search and request UGC using keywords, easily track content, and manage multiple brands on one dashboard. Features of the app include: - 4145-01/1407832_1 Search earch and request UGC by keyword; Easily asily track and request posts on Instagram and Twitter and post approved UGC to social networks; networks Integrated ntegrated social monitoring to allow brands to continuously monitor not only their social profiles, but the social profiles of their competitors; competitors and View iew requested and approved UGC and manage multiple brands in the same space. 33

ShareRoot s Android app 7. The SaaS model The ShareRoot Platform can be implemented, accessed and used by its consumers remotely through an internet connection, a standard web browser, and a variety of other access points including smart phones. ShareRoot hosts and maintains its own product, thereby eliminating the need for customers to incur the time, risk, headcount and costs associated with installing and maintaining applications within their own information technology infrastructure. As a result, ShareRoot s product requires less initial investment in third-party software, hardware, and implementation services, and has lower ongoing support costs than traditional enterprise software. The SaaS model also allows advanced information technology infrastructure management, security, disaster recovery and other best practices to be leveraged by smaller customers that might not otherwise be able to implement such practices in their own information technology environments. The ShareRoot Platform has been designed and developed for delivery via the SaaS model. The SaaS delivery model also enables ShareRoot to take advantage of operational efficiencies. Since updates and upgrades to its product are managed by ShareRoot on behalf of its customers, the company is able to implement improvements in a more rapid and uniform way. As a result, ShareRoot is required to support fewer old versions of its product, allowing its development resources to focus more effort on innovative new products. 8.2.4 Competitor Analysis ShareRoot has benefited from being an early mover in the UGC space as it is currently the only platform with a streamlined process for sourcing UGC from Instagram and Twitter. There are a small number of companies that operate in the UGC space, however, ShareRoot is currently the only company that offers the ability to search images on a social media platform and request the legal use of these images via an online licensing process. 4145-01/1407832_1 34

8.2.5 Business Model and how ShareRoot generates revenue Following completion of the Acquisition, ShareRoot will focus on growing its business and fully commercialising the ShareRoot Platform by prioritising funds towards sales and development. ShareRoot s initial focus will be to continue generating sales in the U.S. and begin generating sales across the world. ShareRoot s revenue model will consist of charging customers a monthly service fee plus an initial set up fee. ShareRoot s current customer base ranges in size from large, multinational corporations to smaller regional and local businesses. In addition to growing its business organically through sales and marketing, ShareRoot will consider opportunities for growth through acquisitions of competitors and complementary businesses. Ultimately, ShareRoot s goal is to become the leading platform that brands come to in order to enhance and personalise their marketing. While ShareRoot has entered the space in a manner that allows for brands to source content and now display it, it is hoped that ShareRoot will grow into a platform that encompasses much more. The above business model will be regularly reviewed and amended by the Board to ensure it meets the main objective of maximising Shareholder returns. 8.3 Key Dependencies of the Business Model The key factors that the Company will depend on to meet its objectives are: (a) (b) (c) there being a commercial advantage for companies in building relationships with consumers via the use of user generated content; the number of people using social media platforms being sustained or increasing; and the continued growth of the marketing technology space. 8.4 Growth Strategy For growth, the Company intends to increase Shareholders value as per the vision outlined above, by adopting the following strategies: (a) (b) (c) (d) (e) (f) adopting appropriate portfolio and risk management policies to achieve operating efficiencies and maximise returns for investors; ensuring the application of appropriate funding levels with a view to providing acceptable risk-adjusted returns; prudently and actively managing its administration expenditure; continuing to target signing large clients; generating large scale partnerships and in this way expanding UGC into different marketing channels; and continuing to create unique valuable products and product features. 4145-01/1407832_1 35

8.5 Company s existing activities The Company has predominantly been focused on exploring its Herberton Tin Project which is located 70 kilometres south west of Cairns, Queensland. The Herberton Tin project comprises 4 granted exploration permits (mineral), 13 granted mining leases and 2 mining lease applications. The Company is currently actively seeking either a strategic partner or divestment for its existing projects. Subsequent to the end of the financial year, Baal Gammon Copper Pty Ltd (BG), an associate of the Company, received notification from the Queensland Department of Environment and Heritage Protection (DEHP) of the commencement of an investigation into potential breaches of the Environmental Protection Act 1994 (EPA). BG is not the operator of the Baal Gammon site which is subject to the investigation however, is the holder of the Environmental Authority. DEHP has issued a clean-up notice under the EPA in relation to the Baal Gammon site. BG and the operator have sought legal advice, appealed the decision and are currently in mediation with DEHP. The clean-up notice incorporates measures to prepare the site for the forthcoming wet season, these measures had been adopted by the operator prior to receipt of the clean-up notice and works have commenced. The Company is vigorously defending its position. 8.6 Funding The funding for the Company for the two years following re-admission to the Official List of ASX will be met by the offer of Shares pursuant to the Public Offer under this Prospectus and by the Company s existing cash reserves (see Section 7.4 for further details). As and when further funds are required, either for existing or future developments, the Company will consider both raising additional capital from the issue of securities and/or from debt funding. 8.7 Financial Information (a) Historical financial information The Investigating Accountant s Report contained in Section 11 of this Prospectus sets out: (i) (ii) (iii) the audited historical Statements of Profit or Loss and Other Comprehensive Income for the Company for the year ended 30 June 2015; the audited historical Statements of Profit or Loss and Other Comprehensive Income for ShareRoot for the period from 1 July 2013 (inception) to 31 December 2013, the year ended 31 December 2014 and the six month period ended 30 June 2015; the audited historical Statements of Financial Position of both the Company and ShareRoot as at 30 June 2015; (iv) the pro forma historical Statement of Financial Position as at 30 June 2015 (after Settlement of the Acquisition). Investors are urged to read the Investigating Accountant s Report in full. 4145-01/1407832_1 36

The full financial statements for the Company for its financial year ended 30 June 2015 and half year ended 31 December 2014, which include the notes to the financial statements, can be found from the Company s ASX announcements platform on www.asx.com.au. (b) Forecast The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection. 8.8 Dividend Policy It is anticipated that, post-settlement of the Acquisition, the Company will focus on the development of the ShareRoot Platform and ShareRoot s business. The Company does not expect to declare any dividends during this period. Any future determination as to the payment of dividends by the Company will be at the discretion of the Board and will depend on the availability of distributable earnings and operating results and financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Board. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company. 8.9 Capital Structure The expected capital structure of the Company following completion of the Offers and all related matters (assuming no Options are exercised, the ShareRoot Lenders are issued with the maximum number of Shares under the Post-30 June ShareRoot Converting Loan Agreements and full subscription of the Public Offer) will be as follows: Pre Consolidation Securities Shares 1 Options Performance Rights Existing issued securities 1,840,231,451 2 297,832,904 3 - Post Consolidation Securities on issue Post Consolidation 40,894,032 4 6,618,509 5 - Consideration Securities 140,000,000-120,000,000 6 Public Offer 100,000,000 50,000,000 6 - ShareRoot Lender Offer (maximum) 35,000,000 - - Advisor Offer - 21,000,000 8 - TOTAL 315,894,032 77,618,509 120,000,000 4145-01/1407832_1 37

The expected capital structure of the Company following completion of the Offers and all related matters (assuming no Options are exercised, the ShareRoot Lenders are issued with the maximum number of Shares under the Post-30 June ShareRoot Converting Loan Agreements and minimum subscription of the Public Offer) will be as follows: Pre Consolidation Securities Shares 1 Options Performance Rights Existing issued securities 1,840,231,451 2 297,832,904 3 - Post Consolidation Securities on issue Post Consolidation 40,894,032 4 6,618,509 5 - Consideration Securities 140,000,000-120,000,000 6 Public Offer 60,000,000 30,000,000 7 - ShareRoot lender Offer (maximum) 35,000,000 - - Advisor Offer - 21,000,000 8 - TOTAL 275,894,032 57,618,509 120,000,000 Notes 1 The rights attaching to the Shares are summarised in Section 14.1 of this Prospectus. 2 Assumes no further Securities are issued prior to completion of the Acquisition, other than as set out in the table. 3 This figure comprises: (i) 20,500,000 unquoted Options exercisable at $0.029 on or before 21 February 2016; (ii) (iii) 2,500,000 unquoted Options exercisable at $0.024 on or before 14 April 2016; 30,000,000 unquoted Options exercisable at $0.008 on or before 7 February 2017; and (iv) 244,832,904 unquoted Options exercisable at $0.00111 on or before 31 December 2017. 4 The Consolidation is the indicative rate on the basis of 45:1. 5 This figure comprises: (i) 455,556 unquoted options each exercisable at AUD$1.31 on or before 21 February 2016; (ii) 55,556 unquoted options each exercisable at AUD$1.08 on or before 10 April 2016; (iii) 666,667 unquoted options each exercisable at AUD$0.36 on or before 7 February 2017; and (iv) 5,440,731 unquoted options each exercisable at AUD$0.05 on or before 31 December 2017. It is the intention to seek the quotation of these options. 6 Comprising 30,000,000 Performance Rights in each of tranches 1 to 4 on the terms and conditions set out in Section 14.5. 7 The Capital Raising Options will be exercisable at AUD$0.05 on or before 31 December 2017. 4145-01/1407832_1 38

8 The Advisor Options will be exercisable at the price of AUD$0.05 on or before 31 December 2020 and subject to ASX escrow provision. 8.10 Substantial Shareholders As at the date of this Prospectus, the following Shareholders hold 5% or more of the total number of Shares on issue (on a pre-consolidation basis): Shareholder Shares % Conquest Mining Limited 300,000,000 16.3% Oakhurst Enterprises Pty Ltd and Gary Steinepreis 183,150,000 9.95% On completion of the Consolidation and the Offers, the following Shareholders are expected to hold 5% or more of the total number of Shares on issue (on a post Consolidation basis): Shareholder Shares % 1 Shares held after exercise of the Performance Rights 2 % 1 Noah Abelson 49,977,464 18.64% 109,477,464 28.21% Marc Angelone 49,977,464 18.64% 109,477,464 28.21% Notes 1 Assuming no other Shares are issued other than those to be issued pursuant to the Offers and no Options are exercised or Performance Rights converted into Shares, the minimum subscription under the Public Offer is raised and the number of Shares to be issued to the ShareRoot Lenders upon conversion of the Post-30 June ShareRoot Converting Loans remains at 27,166,667 Shares. 2 Assuming that no other Shares are issued other than those to be issued pursuant to the Offers, all Performance Rights are converted into Shares, no Options are exercised, the minimum subscription under the Public Offer is raised and the number of Shares to be issued to the ShareRoot Lenders upon conversion of the Post-30 June ShareRoot Conversion Loan Agreements is 27,166,667 Shares. 8.11 Restricted Securities Subject to the Company re-complying with Chapters 1 and 2 of the ASX Listing Rules and completing the Offers, certain Securities on issue (including the Vendor Securities, Shares issued under the Lender Offer and the Advisor Options) may be classified by ASX as restricted securities and will be required to be in escrow for up to 24 months from the date of Official Quotation. During the period Advisor Options and Shares issued to the ShareRoot Lenders in which these Securities are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares in a timely manner. The Company is seeking a waiver in respect of the Shares issued to Vendors and the Shares issued to the ShareRoot Lenders on the basis that the recipients of those Securities paid cash for those Securities. Subject to this waiver, all or a 4145-01/1407832_1 39

proportion of the Securities returned to above may be restricted from trading for a period of up to 24 months after the date of re-instatement of the Company to the Official List. The Company will announce to the ASX full details (quantity and duration) of the Securities required to be held in escrow prior to the Company s listed securities being reinstated to trading on ASX (which reinstatement is subject to ASX s discretion and approval). 8.12 Top 20 Shareholders The Company will announce to the ASX details of its top 20 Shareholders following completion of the Offers and prior to the Shares re-commencing trading on ASX. 4145-01/1407832_1 40

9. RISK FACTORS 9.1 Introduction The Securities offered under this Prospectus are considered highly speculative. An investment in the Company is not risk free and the Directors strongly recommend potential investors to consider the key risk factors detailed in the Investment Overview in Section 5 of the Prospectus as well as the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for Securities and to consult their professional advisers before deciding whether to apply for Securities pursuant to this Prospectus. This Section 9 identifies circumstances that the Directors regard as the major risks associated with an investment in the Company and which may have a material adverse impact on the financial performance of the Company, the market price of the Shares and value of the Options if they were to arise. There are risks associated with the contemplated Acquisition, specifically in relation to the success of the Company which may adversely impact the value of an investment in the securities of the Company (Sections 9.2(a) and 9.2(b)). In addition, there are other general investment risks, many of which are largely beyond the control of the Company and its Directors (Section 9.2(d)). The Board aims, and will aim, to manage these risks by carefully planning the Company s activities and implementing risk control measures. However, some of the risks identified below are highly unpredictable and the Company is limited to the extent to which they can effectively manage them. The following risk factors are not intended to be an exhaustive list of the risk factors to which the Company is exposed. In addition, this Section 9 has been prepared without taking into account offerees individual financial objectives, financial situation and particular needs. Offerees should seek professional investment advice if they have any queries in relation to making an investment in the Company. 9.2 Specific additional risks associated with the Acquisition (a) Risks relating to the Change in Nature and Scale of Activities (i) Re-Quotation of Shares on ASX The Acquisition constitutes a significant change in the nature and scale of the Company s activities and the Company needs to re-comply with Chapters 1 and 2 of the ASX Listing Rules as if it were seeking admission to the official list of ASX. There is a risk that the Company may not be able to meet the requirements of the ASX for re-quotation of its Shares on the ASX. Should this occur, the Shares will not be able to be traded on the ASX until such time as those requirements can be met, if at all. Shareholders may be prevented from trading their Shares should the Company be suspended until such time as it does recomply with the ASX Listing Rules. 4145-01/1407832_1 41

(ii) Dilution Risk The Company currently has 1,840,231,451 Shares on issue (on a pre-consolidation basis). On completion of the Acquisition, the Company proposes to issue the maximum number of Shares to the Vendors and Performance Rights to the Performance Right Holders under the Acquisition, Shares to the ShareRoot Lenders, Advisor Options to the Advisors and Shares (and associated Capital Raising Options) to raise a minimum of $3,000,000 and a maximum of $5,000,000 as part of the Capital Raising. On issue of the Consideration Securities under the Acquisition, 27,166,667 Shares to the ShareRoot Lenders and the minimum subscription of the Shares under the Capital Raising (assuming no exercise of Options, or conversion of Performance Rights), the existing Shareholders will retain approximately 15.25% of the issued capital of the Company, with the Vendors and ShareRoot Lenders holding 62.36% and the investors under the Capital Raising holding 22.38% of the issued capital of the Company respectively. On issue of the Consideration Securities under the Acquisition, the maximum number of Shares to the ShareRoot Lenders and the maximum subscription of the Shares under the Capital Raising, (assuming no additional Shares are issued, Options exercised other than the maximum number of Capital Raising Options or Performance Rights converted into Shares), the existing Shareholders will retain approximately 12.94% of the issued capital of the Company, with the Vendors and ShareRoot Lenders holding 55.40% and the investors under the Capital Raising holding 31.66% of the issued capital of the Company respectively. If subsequently the performance milestones are met and all the Performance Rights convert into Shares (and provided no other Shares are issued or Options exercised), the interests of the existing Shareholders in the Company will reduce to 10.54% on a post-offer basis, assuming minimum subscription under the Capital Raising and the number of Shares to be issued to ShareRoot Lenders pursuant to the Post-30 June ShareRoot Converting Loan Agreements is 27,166,667 Shares. The interests of the existing Shareholders in the Company will reduce to 9.38% on a post-offer basis, assuming maximum subscription under the Capital Raising and that the maximum number of Shares are issued to the ShareRoot Lenders. There is also a risk that the interests of Shareholders will be further diluted as a result of future capital raisings required in order to fund the development of ShareRoot and the ShareRoot Platform. (iii) Liquidity Risk On completion of the Acquisition, the Company proposes to issue the 140,000,000 Shares to the Vendors, up to 35,000,000 Shares to the ShareRoot Lenders, 21,000,000 Advisor Options and 120,000,000 Performance Rights to the Performance Right Holders (on a post-consolidation basis). These securities will be 4145-01/1407832_1 42

subject to escrow restrictions in accordance with Chapter 9 of the ASX Listing Rules. This could be considered an increased liquidity risk as a large portion of issued capital may not be able to be traded freely for a period of time. (iv) Contractual Risk Pursuant to the Merger Agreement, the Company has agreed to acquire 100% of ShareRoot, subject to the fulfilment of certain conditions precedent. The ability of the Company to achieve its stated objectives will depend on the performance by the parties of their obligations under the Merger Agreement. If any party defaults in the performance of their obligations, it may be necessary for the Company to approach a court to seek a legal remedy, which can be costly. (b) Risks in respect of Monto s current operations (i) Exploration and development The Company continues to hold its existing exploration and mining tenements. The tenements of the Company are in various stages of exploration and potential investors should understand that mineral exploration, development and mining are high-risk enterprises, only occasionally providing high rewards. In addition to the normal competition for prospective ground, and the high average costs of discovery of an economic deposit, factors such as demand for commodities, stock market fluctuations affecting access to new capital, sovereign risk, environmental issues, labour disruption, project financing difficulties, foreign currency fluctuations and technical problems all affect the ability of a company to profit from any discovery.subsequent to the end of the financial year, Baal Gammon Copper Pty Ltd (BG), an associate of the Company, received notification from the Queensland Department of Environment and Heritage Protection (DEHP) of the commencement of an investigation into potential breaches of the Environmental Protection Act 1994 (EPA). BG is not the operator of the Baal Gammon site which is subject to the investigation however, is the holder of the Environmental Authority. DEHP has issued a clean-up notice under the EPA in relation to the Baal Gammon site. BG and the operator have sought legal advice, appealed the decision and are currently in mediation with DEHP. The clean-up notice incorporates measures to prepare the site for the forthcoming wet season, these measures had been adopted by the operator prior to receipt of the clean-up notice and works have commenced. The Company is vigorously defending its position. (ii) Native title and Aboriginal Heritage In relation to tenements which the Company has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to gain access to tenements (through 4145-01/1407832_1 43

obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected. Further to this, it is possible that an Indigenous Land Use Agreement (ILUA) may be registered against one or more of the tenements in which the Company has an interest. The terms and conditions of any such ILUA may be unfavourable for, or restrictive against, the Company. The Directors will closely monitor the potential effect of native title claims involving tenements in which the Company has or may have an interest. (iii) Environmental The Company s projects are or may be subject to various laws and regulations regarding environmental matters and the discharge of hazardous wastes and materials. As with all mineral projects, the Company s projects are expected to have a variety of environmental impacts should development proceed. Development of any of the Company s projects will be dependent on the Company satisfying environmental guidelines and, where required, being approved by government authorities. The Company intends to conduct its activities in an environmentally responsible manner and in accordance with all applicable laws, but may still be subject to accidents or other unforeseen events which may compromise its environmental performance and which may have adverse financial implications. (c) Risks in respect of ShareRoot s current operations (i) Additional Requirements for Capital The funds raised under the Public Offer are considered sufficient to meet the immediate objectives of the Company. Additional funding may be required in the event costs exceed the Company s estimates and to effectively implement ShareRoot s business and operations plans in the future to take advantage of opportunities for acquisitions, joint ventures or other business opportunities, and to meet any unanticipated liabilities or expenses which ShareRoot may incur. If such events occur, additional funding will be required. Following the Acquisition, the Company may seek to raise further funds through equity or debt financing, joint ventures, licensing arrangements, or other means. Failure to obtain sufficient financing for ShareRoot s activities and future projects may result in delay and indefinite postponement of their activities and potential development programmes. There can be no assurance that additional finance will be available when needed or, if available, the terms of the financing may not be favourable to ShareRoot and might involve substantial dilution to Shareholders. 4145-01/1407832_1 44

(ii) Limited Operating History The ShareRoot business was launched in 2013 and therefore has a limited operating history. However, this limited operating history may not provide a meaningful basis for investors to evaluate the business, financial performance and prospects. Accordingly, investors should not rely on financial performance information for any prior periods as an indication of future performance. Investors should consider the ShareRoot business and prospects in light of the risks, uncertainties, expenses and challenges that the business may face as an early-stage business. Going forward, the Company may not be successful in addressing the risks and uncertainties that may arise and which may materially and adversely affect ShareRoot s business prospects. The information surrounding the business model of ShareRoot as set out in Section 8.2 represents ShareRoot s current plans and strategies for the roll-out of ShareRoot s products and the ShareRoot Platform given its limited sales history to date. ShareRoot s ability to achieve its objectives depends on the ability of its proposed Directors and officers to implement the proposed business plans and to respond in a timely and appropriate manner to any unforeseen circumstances. (iii) Uncertainty of Future Profitability ShareRoot is in the commercialisation stage for its ShareRoot Platform. To date, it has funded its activities principally through issuing securities and other capital raising activities. ShareRoot s profitability will be impacted by its ability to successfully deliver a high level of service to any future potential customers, its ability to execute its development and growth strategies, economic conditions in the markets in which it operates, competitive factors and regulatory developments. Accordingly, the extent of future profits, if any, and the time required to achieve a sustained profitability are uncertain. Moreover, the level of such profitability cannot be predicted. (iv) Development and Commercialisation of ShareRoot ShareRoot s business model is reliant on its ability to develop and commercialise the ShareRoot Platform. A failure to develop and commercialise the ShareRoot Platform successfully would lead to a loss of opportunities and adversely impact on the operating results and financial position of ShareRoot. Furthermore, any third party developing superior technology or with greater commercial appeal in the fields in which ShareRoot operates may harm the future prospects of ShareRoot. (v) New Market Entrants and Technology Risk The emergence of new competitors in the market, or any technological developments providing an alternative to ShareRoot s product offerings could impact the market share that ShareRoot is able to acquire and cause downward price 4145-01/1407832_1 45

pressure on UGC marketing services, thus reducing ShareRoot s margins and revenue. (vi) Failure to Deal with Growth ShareRoot s business has the potential to grow rapidly. If that occurs and ShareRoot fails to properly manage that growth, then that failure could harm its business. Any failure to meet customer demand properly could adversely affect the business, including demand for ShareRoot s products/services, revenue collection, customer satisfaction and public perception. (vii) Availability of Technical Staff in the Market ShareRoot is reliant upon employees with specialist technical skills in order to develop and maintain its projects. Any shortage of availability of these skills in the IT employment market could impair the development of ShareRoot s products and business and the rate of such development. Such shortage could also cause wage inflation, which may impact on ShareRoot s profitability. (viii) Dependence on Third Party Servers and Products Part of the business model of the Company will be reliant upon leased third party servers and the performance of those servers. If servers upon which the technology of ShareRoot depends do not operate as expected then the services that ShareRoot provides may be adversely affected. (ix) Security Breaches and Hacker Attacks A malicious attack on ShareRoot s systems, processes or people from external or internal sources could put the integrity and privacy of customers data and business systems used by ShareRoot at risk. The impact of loss or leakage of customer or business data could include costs for rebates, potential service disruption, litigation, and brand damage resulting in reduced or falling revenues. ShareRoot follows best practice in relation to security policies, procedures, automated and manual protection, encryption systems and staff screening to minimise this risk. (x) Customer Service Risk ShareRoot s business model is based on recurring revenue arising from usage. Poor customer service experiences may result if ShareRoot loses key customer service personnel, fails to provide adequate training and resources for customer service personnel or there is a disruption to monitoring and account management systems utilised by customer service personnel. Poor experiences may result in the loss of customers, adverse publicity, litigation, regulatory enquiries and customers reducing the use of ShareRoot s products or services. If any of these occur, it may adversely impact ShareRoot s revenues. 4145-01/1407832_1 46

(xi) Brand and Reputation Risks The reputation and brand of ShareRoot and its individual products are important in attracting potential customers. Any reputational damage or negative publicity around ShareRoot or the ShareRoot Platform could adversely impact on ShareRoot s business. (xii) Retention and Recruitment of Key Personnel The emergence of ShareRoot and development of the ShareRoot Platform has been in large part due to the talent, effort, experience and leadership of its management team, including Noah Abelson (ShareRoot s Managing Director and co-founder) and Marc Angelone (ShareRoot s Director and Chief Technical Officer). ShareRoot is substantially dependent on the continued service of its existing executive management team due to the complexity of its services and products. There is no assurance that ShareRoot will be able to retain the services of such persons. Furthermore ShareRoot expects to grow its sales and marketing teams in both the USA and elsewhere. An inability to attract quality sales and marketing personnel may adversely impact on ShareRoot s growth plans. (xiii) Protection of intellectual property rights ShareRoot does not currently hold any patents. Some of the key intellectual property rights of ShareRoot, which do not relate to patents, include trade-secrets, know-how and the proprietary and highly differentiated underlying technology that enables the delivery of new ShareRoot products. If the Company fails to protect the intellectual property rights of ShareRoot adequately, competitors may gain access to its technology which would in turn harm its business. ShareRoot does not consider that patents would be material for the operation and success of ShareRoot s business and products at this time. A successful business model will be dependent on building a base of customers, establishing significant market share and staying ahead of the competition. Legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain. Effective patent, trademark, copyright and trade secret protection may not be available to the Company in every country in which the ShareRoot Platform may eventually be launched. Accordingly, despite its efforts, the Company may not be able to prevent third parties from infringing upon or misappropriating its intellectual property. The Company may be required to incur significant expenses in monitoring and protecting its intellectual property rights. It may initiate or otherwise be involved in litigation against third parties for infringement, or to establish the validity, of its rights. Any 4145-01/1407832_1 47

litigation, whether or not it is successful, could result in significant expense to the Company and cause a distraction to management. In addition, unauthorised use of the ShareRoot brand in counterfeit products or services may not only result in potential revenue loss, but also have an adverse impact on its brand value and perceptions of its product qualities. (xiv) Domain name risk The ShareRoot Platform will depend to some extent on customers being attracted to the ShareRoot website. ShareRoot has registered a domain name for the purposes of its website. However, should the Company not renew or otherwise lose control of its domain name, it would lose all website traffic directed to that domain. This would likely adversely affect the Company s revenue. (xv) Dependence on the internet The successful continuation of the ShareRoot Platform will depend to some extent on the continued acceptance of the internet as a communications and commerce platform for individuals and enterprises. The internet could become less viable as a business tool due to delays in the development or adoption of new standards and protocols to handle increased demands of internet activity, security, reliability, cost, ease-ofuse, accessibility and quality-of-service. The performance of the internet and its acceptance as a business tool have been harmed by viruses, worms and similar malicious programs, and the internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure. If for any reason the internet does not remain a widespread communications medium and commercial platform, the demand for the Company s products would be significantly reduced, which would harm its business. (d) General Risks Relating to the Company (i) Reliance on Key Management The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and directors. There can be no assurance that there will be no detrimental impact on the performance of the Company or its growth potential if one or more of these employees cease their employment and suitable replacements are not identified and engaged in a timely manner. (ii) Trading Price of Shares The Company s operating results, economic and financial prospects and other factors will affect the trading price of the Shares. In addition, the price of Shares is subject to varied and often unpredictable influences on the market for equities, 4145-01/1407832_1 48

including, but not limited to general economic conditions including the performance of the Australian dollar and United States dollar on world markets, inflation rates, foreign exchange rates and interest rates, variations in the general market for listed stocks in general, changes to government policy, legislation or regulation, industrial disputes, general operational and business risks and hedging or arbitrage trading activity that may develop involving the Shares. In particular, the share prices for many companies have been and may in the future be highly volatile, which in many cases may reflect a diverse range of non-company specific influences such as global hostilities and tensions relating to certain unstable regions of the world, acts of terrorism and the general state of the global economy. No assurances can be made that the Company s market performance will not be adversely affected by any such market fluctuations or factors. (iii) Litigation Risks The Company is exposed to possible litigation risks including intellectual property claims, contractual disputes, occupational health and safety claims and employee claims. Further, the Company may be involved in disputes with other parties in the future which may result in litigation. Any such claim or dispute if proven, may impact adversely on the Company s operations, financial performance and financial position. Neither the Company nor ShareRoot is currently engaged in any litigation other than the matter referred to in Section 9.2(b)(i) relating to the exploration assets. (iv) Economic Risks General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company s activities, as well as on its ability to fund those activities. Further, share market conditions may affect the value of the Company s securities regardless of the Company s operating performance. Share market conditions are affected by many factors such as: (A) (B) (C) (D) (E) (F) general economic outlook; interest rates and inflation rates; currency fluctuations; changes in investor sentiment toward particular market sectors; the demand for, and supply of, capital; and terrorism or other hostilities. 4145-01/1407832_1 49

(v) Force Majeure The Company, now or in the future may be adversely affected by risks outside the control of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, extreme weather conditions, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions. (vi) Acquisitions As part of its business strategy, the Company may make acquisitions of, or significant investments in, companies, products, technologies and/or products that are complementary to ShareRoot s business. Any such future transactions are accompanied by the risks commonly encountered in making acquisitions of companies, products and technologies, such as integrating cultures and systems of operation, relocation of operations, short term strain on working capital requirements, achieving the sales and margins anticipated and retaining key staff and customer and supplier relationships. (vii) Management of growth 9.3 Investment speculative There is a risk that management of the Company will not be able to implement the Company s growth strategy after completion of the Acquisition. The capacity of the new management to properly implement and manage the strategic direction of the Company may affect the Company s financial performance. The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above risk factors, and others not specifically referred to above, may materially affect the future financial performance of the Company and the value of the Securities offered under this Prospectus. Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares. The Company does not expect to declare any dividends during the first 2 years following Settlement of the Acquisition (see further Section 8.8). Potential investors should consider that the investment in the Company is highly speculative and should consult their professional advisers before deciding whether to apply for Securities pursuant to this Prospectus. 4145-01/1407832_1 50

10. BOARD, MANAGEMENT AND INTERESTS 10.1 Directors As at the date of this Prospectus, the Board comprises of: (a) Mr Gary Steinepreis (Non-Executive Chairman and Company Secretary); (b) (c) Mr James Allchurch (Managing Director); and Mr Patrick Burke (Non-Executive Director). On Settlement, it is intended that the Board of Directors will comprise Noah Abelson (managing director and chief executive officer), Marc Angelone (executive director and chief technical officer), James Allchurch and Andrew Bursill. The profiles of each of the current Directors is set out below: (a) Gary Steinepreis (Non-Executive Chairman and Company Secretary) Mr Steinepreis holds a Bachelor of Commerce degree from the University of Western Australia and is a Chartered Accountant. He provides corporate, management and accounting advice to a number of companies involved in the resource, technology and leisure industries. Mr Steinepreis is also currently a director of Norseman Gold Plc, AVZ Minerals Limited and New Horizon Coal Ltd. Mr Steinepreis, in his role as a director of Ascent Capital, has previously been appointed as a director of a number of companies which have entered into external administration. In these instances, Mr Steinepreis was appointed to assist in the restructure and recapitalisation processes. Mr Steinepreis is a director of Central Norseman Gold Corporation Pty Ltd which is a subsidiary of Norseman Gold Plc. An administrator was appointed to Central Norseman Gold Corporation Pty Ltd in October 2012 to undertake a recapitalisation and restructure of the business due to lack of working capital and loss making operations. A deed of company arrangement for Central Norseman Gold Corporation Pty Ltd was settled in May 2013 and the entity is no longer in administration. (b) James Allchurch (Managing Director) Mr Allchurch is a geologist with experience in mineral exploration, geotechnical assessment and mining operations. He has expertise in the identification and assessment of resource projects over a broad range of commodities in geographies including Europe, Australia, Africa and South America. Mr Allchurch is not currently a director of any other publicly-listed company. (c) Patrick Burke (Non-Executive Director) Mr Burke holds a Bachelor of Laws degree from the University of Western Australia. He has more than twenty two years experience working in law firms and companies in Australia and Ireland. His expertise is in corporate, commercial and securities law with an emphasis on capital raisings and mergers and acquisitions. He 4145-01/1407832_1 51

10.2 Proposed Directors contributes general corporate and legal skills along with a strong knowledge of the Australian Securities Exchange requirements. Mr Burke is also currently a director of Hazelwood Resources Ltd. The profiles of each of the Proposed Directors are set out below: (a) Noah Abelson (Managing Director and Chief Executive Officer) Mr Abelson holds a Bachelor of Arts degree in Psychology from the University of Maryland. Mr Abelson is the Chief Executive Officer of ShareRoot and is responsible for executing ShareRoot s strategic development plan. Mr Abelson has previous management experience in new products and has launched a vitamin supplement company. Mr Abelson worked in the Facebook advertising space as the person tasked with launching AdParlor s (one of Facebook s largest Ads API partners) US presence and generating over 3.1 million USD in a single quarter. This experience enabled Mr Abelson to develop numerous contacts within the social landscape as well as a deep understanding of what it takes and how to build strong and lasting professional relationships. Due to his executive role and the number of Shares to be issued to him, the current Directors consider Mr Abelson will become a non-independent director of the Company. (b) Marc Angelone (Executive Director and Chief Technical Officer) Mr. Angelone has a Masters of Science in Computer Science from Drexel University. Mr Angelone is the Chief Technical Officer of ShareRoot and is responsible for leading and supporting a development team with frontend, back-end, and mobile projects. Mr Angelone is also charged with the architecture, design, and overall specifications surrounding the creation and design of the ShareRoot platform. Mr Angelone has previous experience regarding the transition from a private company to a public. Mr Angelone was a Mobile Software Developer at Millennial Media where he was a Lead Developer as the company went through an IPO on the NYSE. Mr Angelone has also developed numerous applications for iphone and Android as Owner of Symbiotic Software LLC including the development of a Cruelty-Free iphone app for leapingbunny.org that resulted in thousands of dollars in fundraising for the organization. Mr Angelone has a proven track record of developing products that work as well as managing and leading teams that will generate results. Due to his executive role and the number of Shares to be issued to him, the current Directors consider Mr Angelone will become a nonindependent director of the Company. 4145-01/1407832_1 52

(c) James Allchurch (Non-Executive Director) Mr Allchurch is a geologist with experience in mineral exploration, geotechnical assessment and mining operations. He has expertise in the identification and assessment of resource projects over a broad range of commodities in geographies including Europe, Australia, Africa and South America. Mr Allchurch is not currently a director of any other publicly-listed company. The current Directors consider Allchurch is currently and will remain to be a non-independent director of the Company. (d) Andrew Bursill (Non-Executive Director) Andrew Bursill has 19 years of experience as CFO of ASX listed, public and private companies in tech, biotech, medical devices, mining and VC. He has CFO experience at all stages of company development from pre-revenue start-ups to $100 million+ annual turnover, Andrew is a founding partner of CFO Innovation provider of outsourced CFO and Company Secretarial services, where he has participated in numerous successful IPOs and backdoor listings. Andrew is a Member of the Institute of Chartered Accountants in Australia. The current Directors consider Mr Bursill will become an independent director of the Company. There are no proposed senior management personnel of the Company following Settlement. 10.3 Personal Interests of Directors and Proposed Directors Directors are not required under the Company s Constitution to hold any Shares to be eligible to act as a director. Immediately prior to completion of the Offers, the Directors are expected to have relevant interests in Shares as set out in the table below (on a pre Consolidation basis): Director Shares Options Gary Steinepreis 1 183,150,000 29,975,000 James Allchurch 2 73,425,000 23,012,500 Patrick Burke 3 26,400,000 6,100,000 Notes 1 Comprising 5,000,000 unquoted Options exercisable at $0.029 on or before 21 February 2016 and 24,975,000 Options exercisable at $0.00111 on or before 31 December 2017. Gary Steinepreis holds his interests in Shares and Options directly and indirectly through Jacqueline Steinepreis his spouse; LeisureWest Consulting Pty Ltd as trustee of the LeisureWest Trust of which he is a director and potential beneficiary; Oakhurst Enterprises Pty Ltd of which he is a director and shareholder; and Ascent Capital Holdings Pty Ltd, of which, he is a director and Oakhurst Enterprises Pty Ltd is a 50% shareholder. 2 Comprising 13,000,000 unquoted Options exercisable at $0.029 on or before 21 February 2016 and 10,012,500 Options exercisable at $0.00111 on or before 31 December 2017. James Allchurch holds his interests in Shares and Options both directly and indirectly through the Manstein Holdings Trust of which he is the trustee and a potential beneficiary. 4145-01/1407832_1 53

3 Comprising 2,500,000 unquoted Options exercisable at $0.029 on or before 21 February 2016 and 3,600,000 Options exercisable at $0.00111 on or before 31 December 2017. Patrick Burke holds his interests in Shares and Options indirectly through Rowan Hall Pty Ltd <Rowan Hall Investment Trust> of which he is a potential beneficiary. No Proposed Director currently holds Securities in the Company. Details of the Directors and Proposed Directors relevant interest in the Securities of the Company upon completion of the Offers and post Consolidation are set out in the table below: Director Existing Directors Gary Steinepreis James Allchurch Patrick Burke Proposed Directors Noah Abelson Marc Angelone James Allchurch Andrew Bursill Remuneration for year ended 30 June 2014 Remuneration for year ended 30 June 2015 Proposed remuneration for current year Shares (post Consolida tion) Options (post Consolida tion) Performance Rights $36,000 $18,000 $86,500 2 5,070,000 1 1,166,111 1 Nil $314,335 $227,644 $184,938 2 2,631,667 1 1,011,388 1 Nil $36,000 $18,000 $41,500 2 1,586,667 1 635,556 1 Nil n/a n/a US$180,000 49,977,464 Nil 60,000,000 n/a n/a US$180,000 49,977,464 Nil 60,000,000 $314,335 $227,644 $184,938 2 2,631,667 1 1,001,388 1 Nil n/a n/a $24,000 500,000 Nil Nil Notes 1 Assumes Consolidation and each existing Director applies for 1,000,000 Shares under the Public Offer and receives the associated Capital Raising Options as detailed in Section 10.4 of this Prospectus. 2 The existing Directors and/or associated entities will be paid for additional services undertaken as part of the Prospectus work on commercial terms. The Company s Constitution provides that the remuneration of Non-Executive Directors will be not more than the aggregate fixed sum determined by a general meeting. The Constitution provides that the aggregate remuneration for Non-Executive Directors may be varied by ordinary resolution of the Shareholders in general meeting. The current amount is fixed at $160,000 and 60,000. The Acquisition will result in an increase to a total of $300,000 in the maximum aggregate amount of fees payable to the Company s Non-Executive Directors if the resolution relating to this change is approved at the Annual General Meeting. The remuneration of any executive director that may be appointed to the Board will be fixed by the Board and may be paid by way of fixed salary or consultancy fee. 10.4 Director participation in the Public Offer Each of Patrick Burke, Gary Steinepreis and James Allchurch propose to subscribe for Shares under the Public Offer with a value of up to $50,000 (subject to Shareholder approval). None of the Proposed Directors, other than James Allchurch, intend on participating in the Public Offer. The table of interests set 4145-01/1407832_1 54

out above in Section 10.3 assumes that each Director subscribes for 1,000,000 Shares on a post-consolidation basis. 10.5 Agreements with Directors The agreements the Company has entered into with Directors and Proposed Directors are listed in Section 13. 10.6 Deeds of indemnity, insurance and access The Company has entered into a deed of indemnity, insurance and access with each of its Directors and will enter into deeds of indemnity, insurance and access on the same terms with each of the Proposed Directors upon their appointment. Under these deeds, the Company agrees to indemnify each officer to the extent permitted by the Corporations Act against any liability arising as a result of the officer acting as an officer of the Company. The Company is also required to maintain insurance policies for the benefit of the relevant officer and must also allow the officers to inspect board papers in certain circumstances. 4145-01/1407832_1 55

11. INVESTIGATING ACCOUNTANT S REPORT 4145-01/1407832_1 56

19 November 2015 The Directors Monto Minerals Limited Level 1, 33 Ord Street West Perth WA 6005 Dear Directors INVESTIGATING ACCOUNTANT S REPORT 1. Introduction BDO Corporate Finance (WA) Pty Ltd ( BDO ) has been engaged by Monto Minerals Limited ( MOO or the Company ) to prepare this Investigating Accountant's Report ( Report ) in relation to certain financial information of MOO for inclusion in the Prospectus. The Prospectus is required under Australian Securities Exchange ( ASX ) requirements for the Company to recomply with Chapters 1 and 2 of the ASX Listing Rules, as a result of MOO entering into a heads of agreement to acquire ShareRoot Inc. ( ShareRoot ) ( the Acquisition ), a software as a service provider ( SaaS ) which assists organisations in personalising their marketing effort through sourcing user generated content from social media channels, via the ShareRoot platform. Broadly, the Prospectus will offer up to 100 million Shares to the public at an issue price of $0.05 per Share, together with up to one free attaching option ( Capital Raising Option ) for every two Shares issued, to raise up to $5 million before costs ( the Offer ). The Offer is subject to a minimum subscription level of 60 million Shares, together with up to one free attaching Capital Raising Option for every two Shares issued, to raise $3 million before costs. The Capital Raising Options have an exercise price of $0.05 each and are exercisable on or before 31 December 2017. The Company will hold its Annual General Meeting whereby, among other things, Shareholders will vote on the consolidation of the Company s issued capital on a 1 for 45 basis ( Capital Consolidation ). All references in our Report are on a post Capital Consolidation basis unless otherwise stated. Expressions defined in the Prospectus have the same meaning in this Report. BDO Corporate Finance (WA) Pty Ltd ( BDO ) holds an Australian Financial Services Licence (AFS Licence Number 316158). 2

This Report has been prepared for inclusion in the Prospectus. We disclaim any assumption of responsibility for any reliance on this Report or on the Financial Information to which it relates for any purpose other than that for which it was prepared. 2. Scope You have requested BDO to perform a limited assurance engagement in relation to the historical and pro forma historical financial information described below and disclosed in the Prospectus. The historical and pro forma historical financial information is presented in the Prospectus in an abbreviated form, insofar as it does not include all of the presentation and disclosures required by Australian Accounting Standards and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act 2001. You have requested BDO to review the following historical financial information (together the Historical Financial Information ) included in the Prospectus: the audited historical Statements of Profit or Loss and Other Comprehensive Income for MOO for the year ended 30 June 2015; the audited historical Statements of Profit or Loss and Other Comprehensive Income for ShareRoot for the period from 1 July 2013 (inception) to 31 December 2013, the year ended 31 December 2014 and the six month period ended 30 June 2015; and the audited historical Statements of Financial Position of both MOO and ShareRoot as at 30 June 2015. The Historical Financial Information has been prepared in accordance with the stated basis of preparation, being the recognition and measurement principles contained in Australian Accounting Standards and the company s adopted accounting policies. The Historical Financial Information of MOO has been extracted from the financial report for the year ended 30 June 2015, which was audited by BDO Audit (WA) Pty Ltd in accordance with the Australian Auditing Standards. BDO Audit (WA) Pty Ltd issued an unmodified audit opinion on the financial report, however did include an emphasis of matter noting that the ability of the Company to continue as a going concern is dependent on future successful raising of funding through equity, or successful exploration and subsequent exploitation of the Company s tenements, and/or sale of non-core assets. The Historical Financial Information of ShareRoot has been extracted from the financial reports for the period 1 July 2013 (inception) to 31 December 2013, the year ended 31 December 2014 and the six month period ended 30 June 2015, which was audited by Armanino LLP in accordance with International Financial Reporting Standards. Armanino LLP issued unmodified audit opinions on the financial reports for all periods under audit. Pro Forma Historical Financial Information You have requested BDO to review the following pro forma historical financial information (together the Pro Forma Historical Financial Information ) of MOO included in the Prospectus: the pro forma historical Statement of Financial Position as at 30 June 2015. The Pro Forma Historical Financial Information has been derived from the Historical Financial Information of MOO, after adjusting for the effects of the subsequent events described in Section 6 of this Report and the pro forma adjustments described in Section 7 of this Report. The stated basis of preparation is the recognition and measurement principles contained in Australian Accounting Standards applied to the Historical Financial Information and the events or 3

transactions to which the pro forma adjustments relate, as described in Section 7 of this Report, as if those events or transactions had occurred as at the date of the Historical Financial Information. Due to its nature, the Pro Forma Historical Financial Information does not represent the company s actual or prospective financial position or financial performance. The Pro Forma Historical Financial Information has been compiled by MOO to illustrate the impact of the events or transactions described in Section 6 and Section 7 of the Report on MOO s financial position as at 30 June 2015. As part of this process, information about MOO s financial position has been extracted by the Company from MOO s financial statements for the year ended 30 June 2015. On 18 June 2015, MOO announced that it had entered into a heads of agreement with ShareRoot which sets out the terms on which ShareRoot will procure shareholders of ShareRoot ( the Vendors ) to grant the Company an option to acquire 100% of the issued capital in ShareRoot. In June 2015, the Company paid ShareRoot an exclusivity option fee of $100,000 and during September 2015, the Company paid ShareRoot an additional $200,000 to confirm its intention to proceed with the acquisition. In October 2015, the Agreement and Plan of Merger was executed which formalised the transaction. In exchange for the Company acquiring 100% of the issued capital in ShareRoot, the Company will issue the following: o 140 million Ordinary Shares to the Vendors in proportion to their existing holdings in ShareRoot ( Consideration Shares ); o 120 million Performance Rights to certain Vendors ( Performance Rights ), which will convert to Ordinary Shares as follows: i. if ShareRoot attains contracted six month revenue exceeding $1 million (ie $2 million annualised contracted revenue) within a period of 2 years from the date of issue of the Performance Rights ( Tranche 1 Milestone ) then 30 million Tranche 1 Performance Rights will convert into 30 million Ordinary Shares; ii. iii. iv. if the Shares achieve a 30 day value weighted average price ( VWAP ) exceeding $0.10 and ShareRoot achieves 100 signed and paying customers within a period of 3 years from the date of issue of the Performance Rights ( Tranche 2 Milestone ) then 30 million Tranche 2 Performance Rights will convert into 30 million Ordinary Shares; if the Shares achieve a 30 day VWAP exceeding $0.20 and ShareRoot achieves contracted six month revenue exceeding $3 million (ie $6 million annualised contracted revenue) within a period of 5 years from the date of issue of the Performance Rights ( Tranche 3 Milestone ) then 30 million Tranche 3 Performance Rights will convert into 30 million Ordinary Shares; and if the Shares achieve a 30 day VWAP exceeding $0.20 and ShareRoot achieves contracted six month earnings before interest, tax, depreciation and amortisation exceeding $1 million (ie $2 million annualised contracted earnings before interest, tax, depreciation and amortisation) within a period of 5 years from the date of issue of the Performance Rights ( Tranche 4 Milestone ) then 30 million Tranche 4 Performance Rights will convert into 30 million Ordinary Shares. ShareRoot has entered into several converting promissory note agreements ( Post 30 June ShareRoot Converting Loan Agreements ), pursuant to which ShareRoot has borrowed a total of $0.5 million as at the date of this Report, with an ability to increase this amount to $1 million, from independent third parties who have agreed to fund ShareRoot as part of the completion of the Acquisition ( ShareRoot Lenders ). If the additional $0.5 million is provided by the 4

ShareRoot Lenders, totalling $1 million, then a maximum of 35 million Shares will be issued to the ShareRoot Lenders upon conversion under the Prospectus. 3. Directors responsibility The directors of MOO are responsible for the preparation and presentation of the Historical Financial Information and Pro Forma Historical Financial Information, including the selection and determination of pro forma adjustments made to the Historical Financial Information and included in the Pro Forma Historical Financial Information. This includes responsibility for such internal controls as the directors determine are necessary to enable the preparation of Historical Financial Information and Pro Forma Historical Financial Information are free from material misstatement, whether due to fraud or error. 4. Our responsibility Our responsibility is to express limited assurance conclusions on the Historical Financial Information and the Pro Forma Historical Financial Information. We have conducted our engagement in accordance with the Standard on Assurance Engagement ASAE 3450 Assurance Engagements involving Corporate Fundraisings and/or Prospective Financial Information. Our limited assurance procedures consisted of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A limited assurance engagement is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain reasonable assurance that we would become aware of all significant matters that might be identified in a reasonable assurance engagement. Accordingly, we do not express an audit opinion. Our engagement did not involve updating or re-issuing any previously issued audit or limited assurance reports on any financial information used as a source of the financial information. 5. Conclusion Historical Financial Information Based on our limited assurance engagement, which is not an audit, nothing has come to our attention that causes us to believe that the Historical Financial Information, as described in the Appendices to this Report, and comprising: the historical Statements of Profit or Loss and Other Comprehensive Income for MOO for the year ended 30 June 2015; the historical Statements of Profit or Loss and Other Comprehensive Income for ShareRoot for the period from 1 July 2013 (inception) to 31 December 2013, the year ended 31 December 2014 and the six month period ended 30 June 2015; and the historical Statements of Financial Position of both MOO and ShareRoot as at 30 June 2015, is not presented fairly, in all material respects, in accordance with the stated basis of preparation, as described in Section 2 of this Report. Pro Forma Historical Financial information Based on our limited assurance engagement, which is not an audit, nothing has come to our attention that causes us to believe that the Pro Forma Historical Financial Information as described in the Appendices to this Report, and comprising: 5

the pro forma historical Statement of Financial Position of MOO as at 30 June 2015. is not presented fairly, in all material respects, in accordance with the stated basis of preparation, as described in Section 2 of this Report. 6. Subsequent Events The pro forma historical Statement of Financial Position reflects the following events that have occurred subsequent to 30 June 2015: During September 2015, MOO completed an entitlement offer under which the Company issued a total of 500,415,896 shares (pre Capital Consolidation) at an issue price of $0.001 to raise $500,415. Costs of $50,415 in relation to the entitlement offer were incurred by the Company; During September 2015, MOO paid the ShareRoot Vendors an additional $200,000 to confirm its intention to proceed with the Acquisition; and ShareRoot received $500,000 from the ShareRoot Lenders under the Post 30 June ShareRoot Converting Loan Agreements, which will be converted to shares following completion of the Acquisition (an additional $500,000 can still be provided by the ShareRoot Lenders). Apart from the matters dealt with in this Report, and having regard to the scope of this Report and the information provided by the Directors, to the best of our knowledge and belief no other material transaction or event outside of the ordinary business of MOO or ShareRoot not described above, has come to our attention that would require comment on, or adjustment to, the information referred to in our Report or that would cause such information to be misleading or deceptive. 7. Assumptions Adopted in Compiling the Pro-forma Statement of Financial Position The pro forma historical Statement of Financial Position is shown in Appendix 2. This has been prepared based on the financial statements as at 30 June 2015, the subsequent events set out in Section 6, and the following transactions and events relating to the issue of Shares under this Prospectus: The Company will change its name from Monto Minerals Limited to ShareRoot Ltd; The Company will complete the Capital Consolidation on a 1 for 45 basis; The issue of 100 million Shares at an offer price of $0.05 each together with one free attaching Capital Raising Option for every two Shares issued to raise up to $5 million before costs based on the maximum subscription or the issue of 60 million Shares at an offer price of $0.05 each together with one free attaching Capital Raising Option for every two Shares issued to raise $3 million before costs based on the minimum subscription, pursuant to the Prospectus; Costs of the Offer are estimated to be $718,813 based on the maximum subscription or $593,813 based on the minimum subscription. An amount of $523,545 based on the maximum subscription and $400,045 based on the minimum subscription relates to the issuing of new capital and are therefore offset against contributed equity. The remaining costs are to be expensed; The issue of the following securities in consideration for a 100% interest in ShareRoot; 6

o 140 million Consideration Shares (which will also satisfy the Pre 30 June ShareRoot Converting Loan Agreements on issue, totalling A$873,967); and o 120 million Performance Rights, subject to conversion milestones set out in Section 2; The issue of 16,666,667 Shares to the ShareRoot Lenders in satisfaction of the initial $500,000 received under the Post 30 June ShareRoot Converting Loan Agreements. If the additional $0.5 million is provided by the ShareRoot Lenders, totalling $1 million, then a maximum of 35 million Shares will be issued to the ShareRoot Lenders upon conversion under the Prospectus. The pro forma historical Statement of Financial Position The issue of 21 million options at an exercise price of $0.05 each exercisable on or before 31 December 2020 to advisors in consideration for the advisors and consultants introducing the Acquisition to the Company and assisting with its implementation ( Advisor Options ). These have been valued using the Black Scholes model. 8. Independence BDO is a member of BDO International Ltd. BDO does not have any interest in the outcome of the Offer other than in connection with the preparation of this Report, for which professional fees will be received. BDO is the auditor of MOO and from time to time provides MOO with certain other professional services for which normal professional fees are received. 9. Disclosures This Report has been prepared, and included in the Prospectus, to provide investors with general information only and does not take into account the objectives, financial situation or needs of any specific investor. It is not intended to be a substitute for professional advice and potential investors should not make specific investment decisions in reliance on the information contained in this Report. Before acting or relying on any information, potential investors should consider whether it is appropriate for their objectives, financial situation or needs. Without modifying our conclusions, we draw attention to Section 2 of this Report, which describes the purpose of the financial information, being for inclusion in the Prospectus. As a result, the financial information may not be suitable for use for another purpose. BDO has consented to the inclusion of this Report in the Prospectus in the form and context in which it is included. At the date of this Report this consent has not been withdrawn. However, BDO has not authorised the issue of the Prospectus. Accordingly, BDO makes no representation regarding, and takes no responsibility for, any other statements or material in or omissions from the Prospectus. Yours faithfully BDO Corporate Finance (WA) Pty Ltd Sherif Andrawes Director 7

APPENDIX 1 MONTO MINERALS LIMITED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME Statement of Comprehensive Income for Monto M inerals Ltd Revenue Audited for the year ended 30-Jun-15 Other income 152,498 Expenses Administration expenses (170,478) Corporate compliance costs (34,986) Occupancy costs (51,418) Corporate management fees (18,000) Employee benefit expense (168,993) Share based payments expense (27,806) Impairment of exploration expenditure (4,157,555) Loss from continuing operations before income tax (4,476,738) Income tax expense - Loss from continuing operations after income tax (4,476,738) Other comprehensive income net of tax - Total comprehensive loss for the year (4,476,738) This statement of profit or loss and other comprehensive income shows the historical financial performance of Company and is to be read in conjunction with the notes to and forming part of the historical financial information set out in Appendix 3 and the prior year financial information set out in Appendix 4. Past performance is not a guide to future performance. $ 8

APPENDIX 2 MONTO MINERALS LIMITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION MOO ShareRoot Audited as at Audited as at Subsequent Pro forma adjustments Pro forma after offer 30-Jun-15 30-Jun-15 events $3 million $5 million $3 million $5 million Notes $ $ $ $ $ $ $ CURRENT ASSETS Cash and cash equivalents # 2 367,239 167,846 750,000 2,406,187 4,281,187 3,691,272 5,566,272 Trade and other receivables 3,562 913 - - - 4,475 4,475 Exclusivity and option fee 3 100,000 - - (100,000) (100,000) - - Other current assets - 9,330 - - - 9,330 9,330 TOTAL CURRENT ASSETS 470,801 178,089 750,000 2,306,187 4,181,187 3,705,077 5,580,077 NON CURRENT ASSETS Plant & equipment 17,790 7,258 - - - 25,048 25,048 Exploration and evaluation expenditure 839,465 - - - - 839,465 839,465 Intangible assets - 68,397 - - - 68,397 68,397 Security deposit 21,900 - - - - 21,900 21,900 TOTAL NON CURRENT ASSETS 879,155 75,655 - - - 954,810 954,810 TOTAL ASSETS 1,349,956 253,744 750,000 2,306,187 4,181,187 4,659,887 6,534,887 CURRENT LIABILITIES Trade and other payables 24,517 106,474 - - - 130,991 130,991 Convertible notes and security 4-873,967 500,000 (1,373,967) (1,373,967) - - Other current liabilities - 131,801 - - - 131,801 131,801 TOTAL CURRENT LIABILITIES 24,517 1,112,243 500,000 (1,373,967) (1,373,967) 262,793 262,793 TOTAL LIABILITIES 24,517 1,112,243 500,000 (1,373,967) (1,373,967) 262,793 262,793 NET ASSETS 1,325,439 (858,499) 250,000 3,680,154 5,555,154 4,397,094 6,272,094 EQUITY Contributed equity 5 14,032,144 39,190 450,000 (7,421,893) (5,545,393) 7,099,442 8,975,942 Option reserves 6 248,102 40,287 - (248,102) (248,102) 40,287 40,287 Share based payments reserve 7 129,600 - - 605,400 605,400 735,000 735,000 Accumulated losses 8 (13,084,407) (937,976) (200,000) 10,744,749 10,743,249 (3,477,635) (3,479,135) TOTAL EQUITY 1,325,439 (858,499) 250,000 3,680,154 5,555,154 4,397,094 6,272,094 ShareRoot numbers as at 30 June 2015 have been converted into $A at an exchange rate of A$1:US$0.7655 # The cash and cash equivalents balance above does not account for working capital spent during the period from 1 July 2015 until completion. From 1 July 2015 to the date of this Report, the Company and ShareRoot have spent approximately $750,000 on working capital of the Company and ShareRoot and expenses related to the Transaction and the Offer. The estimated working capital requirement for the Company and ShareRoot combined until completion of the Offer is estimated to be approximately $150,000 per month. The pro forma consolidated statement of financial position after the Offer is as per the statement of financial position before the Offer adjusted for any subsequent events and the transactions relating to the issue of shares pursuant to this Prospectus. The pro forma consolidated statement of financial position is to be read in conjunction with the notes to and forming part of the historical financial information set out in Appendix 3 and the prior year financial information set out in Appendix 4. 9

APPENDIX 3 MONTO MINERALS LIMITED NOTES TO AND FORMING PART OF THE HISTORICAL FINANCIAL INFORMATION 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies adopted in the preparation of the historical financial information included in this Report have been set out below. Basis of preparation of historical financial information The historical financial information has been prepared in accordance with the recognition and measurement, but not all the disclosure requirements of the Australian equivalents to International Financial Reporting Standards ( AIFRS ), other authoritative pronouncements of the Australian Accounting Standards Board, Australian Accounting Interpretations and the Corporations Act 2001. The financial information has also been prepared on a historical cost basis, except for derivatives and available-for-sale financial assets that have been measured at fair value. The carrying values of recognised assets and liabilities that are hedged are adjusted to record changes in the fair value attributable to the risks that are being hedged. Non-current assets and disposal group s held-for-sale are measured at the lower of carrying amounts and fair value less costs to sell. Going Concern The historical financial information has been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business. The ability of the Company to continue as a going concern is dependent on the success of the fundraising under the Prospectus. The Directors believe that the Company will continue as a going concern. As a result the financial information has been prepared on a going concern basis. However should the fundraising under the Prospectus be unsuccessful, the entity may not be able to continue as a going concern. No adjustments have been made relating to the recoverability and classification of liabilities that might be necessary should the Company not continue as a going concern. Reporting Basis and Conventions The report is also prepared on an accrual basis and is based on historic costs and does not take into account changing money values or, except where specifically stated, current valuations of non-current assets. The following is a summary of the material accounting policies adopted by the company in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated. a) Cash and cash equivalents The Company considers all highly liquid instruments with original or remaining maturities of 90 days or less at the date of purchase to be cash equivalents. 10

b) Trade and other receivables Trade receivables are amounts due from customers for products sold or services performed in the ordinary course of business. Trade receivables are recorded initially at the transaction price and do not bear interest. At the end of each reporting period the carrying amounts of trade and other receivables are reviewed to determine whether there is any objective evidence that the amounts are not recoverable. If so, an impairment loss is recognized immediately in the statements of operations. c) Plant and equipment Property and equipment are stated at cost net of accumulated depreciation and any impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the assets. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset. Leasehold improvements are amortized over the shorter of the asset life or lease term. Improvements are capitalized while repairs and maintenance are charged to expense in the period incurred. Depreciation methods, useful lives and the residual values are reassessed annually. Gains and losses on the disposal or retirement are recorded in other income (expense) in the statements of operations. d) Intangibles assets Intellectual property Intellectual property is recognized at fair value at the acquisition date. The intellectual property has a finite useful life and is carried at cost less accumulated amortization. Amortization is calculated using the straight-line method over the expected life of the intellectual property. Developed technology Developed technologies are recognized at fair value at the acquisition date. The developed technologies have a finite useful life and are carried at cost less accumulated amortization. Amortization is calculated using the straight-line method over the expected life of the asset. e) Impairment of non-financial assets Assets that have an indefinite useful life - for example, goodwill or intangible assets not ready to use - are not subject to amortization and are tested annually for impairment. Assets that are subject to amortization are reviewed for impairment at each reporting period to determine whether there is an indication that the assets are impaired. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). f) Trade payables Trade payables are obligations on the basis of normal credit terms and do not bear interest. g) Revenue recognition The Company primarily generates revenue from the sale of its annual subscription services, which enables its customers to access an online platform that allows them to search and source user generated content. The Company also sells advertising and contesting services that are sold in a one-off basis rather than a subscription model. 11

The Company recognizes revenue when all of the following criteria are met: the risks and rewards of ownership have transferred to the customer, it is probable that future economic benefits will flow to the entity, and the amount of revenue and associated costs can be measured reliably. If fees cannot be measured reliably at the outset of the arrangement, revenue is recognized when fees are due and payable. If collection is not considered probable at the inception of the arrangement, the Company does not recognize revenue until the fee is collected. The Company recognizes subscription revenue over the subscription period (generally 1 year) on a straight-line basis. For contracts where the Company is to provide advertising services for a specific contract period, advertising revenue is recognized ratably over the advertising term. Contest revenue is recognized when the contest has concluded. h) Deferred revenue Deferred revenue includes billings or payments received in advance of revenue recognition and is recognized as the revenue recognition criteria are met. Deferred revenue primarily consists of the unearned portion of subscription fees. i) Provisions Provisions are recognized when the Company has a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. j) Financial instruments The Company's financial instruments include cash and cash equivalents, trade receivables, receivables from related parties, convertible securities, and borrowings. Fair values of these instruments approximate their carrying values. k) Research and development Research costs are expensed as incurred. Development expenditures are capitalized only if development costs can be measured reliably, the product is technically or commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient resources to complete the development and to use or sell the asset. l) Income tax Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. m) Leases The Company is a lessee of property, solely buildings, under operating leases that do not transfer the substantive risks and rewards of ownership to the Company. Rent expense on operating leases is recognized on a straight-line basis over the life of the lease including renewal terms if, at inception of the lease, renewal is reasonably assured. n) Share based payments Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. The fair value of options 12

on the date of grant is estimated using the Black-Scholes-Merton option-pricing model with the assumptions set forth below. Expected life represents the period that the Company's sharebased awards are expected to be outstanding. Volatility is estimated using comparable public company volatility for similar option terms. The risk-free interest rate is determined using a U.S. Treasury rate for the period that coincides with the expected life. As the Company has never paid cash dividends and at present has no intention to pay cash dividends in the future, the expected dividend yield is 0%. Expected forfeitures are based on the Company's historical experience. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company's estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity-settled benefits reserve. Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service. o) Accounting estimates and judgements In the process of applying the accounting policies, management has made certain judgements or estimations which have an effect on the amounts recognised in the financial information. The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are: Valuation of share based payment transactions The valuation of share-based payment transactions is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using the Black Scholes model taking into account the terms and conditions upon which the instruments were granted. Convertible notes The component of the convertible notes that exhibits characteristics of a liability is recognised as a liability in the statement of financial position, net of transaction costs. On the issue of the convertible notes the fair value of the liability component is determined using a market rate for an equivalent non-convertible bond and this amount is carried as a liability on the amortised cost basis until extinguished on conversion or redemption. 13

Audited Pro forma after Offer 30-Jun-15 $3 million $5 million NOTE 2. CASH AND CASH EQUIVALENTS $ $ $ Cash and cash equivalents # 367,239 3,691,272 5,566,272 Audited balance of MOO at 30 June 2015 367,239 367,239 Audited balance of ShareRoot at 30 June 2015 167,846 167,846 Subsequent events: Completion of Entitlement Offer 450,000 450,000 Payment of additional Option Fee to proceed with Acquisition (200,000) (200,000) Funds received under Post 30 June ShareRoot Converting Loan Agreements 500,000 500,000 750,000 750,000 Pro-forma adjustments: Proceeds from shares issued under the Offer 3,000,000 5,000,000 Capital raising costs (593,813) (718,813) 2,406,187 4,281,187 Pro-forma Balance # 3,691,272 5,566,272 # The cash and cash equivalents balance above does not account for working capital spent during the period from 1 July 2015 until completion. From 1 July 2015 to the date of this Report, the Company and ShareRoot have spent approximately $750,000 on working capital of the Company and ShareRoot and expenses related to the Transaction and the Offer. The estimated working capital requirement for the Company and ShareRoot combined until completion of the Offer is estimated to be approximately $150,000 per month. Audited Pro forma 30-Jun-15 after Offer NOTE 3. EXCLUSIVITY AND OPTION FEE $ $ Exclusivity and option fee 100,000 - Audited balance of M OO at 30 June 2015 100,000 Audited balance of ShareRoot at 30 June 2015 - Pro-forma adjustments: Elimination of Option Fee on Acquisition (100,000) (100,000) Pro-forma Balance - 14

Audited Pro forma 30-Jun-15 after Offer NOTE 4. CONVERTIBLE NOTES AND SECURITY $ $ Convertible notes and security - - Audited balance of M OO at 30 June 2015 - Audited balance of ShareRoot at 30 June 2015 873,967 Subsequent events: Funds received under Post 30 June ShareRoot Converting Loan Agreements 500,000 500,000 Pro-forma adjustments: Conversion of Pre 30 June ShareRoot Converting Loan Agreements through issue of Consideration Shares (873,967) Conversion of Post 30 June ShareRoot Converting Loan Agreements (500,000) (1,373,967) Pro-forma Balance - Audited Pro forma after Offer 30-Jun-15 $3 million $5 million NOTE 5. ISSUED CAPITAL $ $ $ Issued capital 14,032,144 7,099,442 8,975,942 Number of Number of shares (min) shares (max) $ $ Fully paid ordinary share capital of MOO at 30 June 2015* 29,654,235 29,654,235 14,032,144 14,032,144 Fully paid ordinary share capital of ShareRoot as at 30 June 2015 - - 39,190 39,190 Subsequent events: Completion of Entitlement Offer* 11,239,797 11,239,797 450,000 450,000 11,239,797 11,239,797 450,000 450,000 Pro-forma adjustments: Proceeds from shares issued under the Offer 60,000,000 100,000,000 3,000,000 5,000,000 Capital raising costs - - (400,045) (523,545) Elimination of MOO issued capital on Acquisition - - (14,482,144) (14,482,144) Issue of Consideration Shares 140,000,000 140,000,000 2,752,996 2,752,996 Conversion of Pre 30 June ShareRoot Converting Loan Agreements through issue of Consideration Shares - - 873,967 873,967 Conversion of Post 30 June ShareRoot Converting Loan Agreements 16,666,667 16,666,667 833,333 833,333 216,666,667 256,666,667 (7,421,893) (5,545,393) Pro-forma Balance 257,560,699 297,560,699 7,099,442 8,975,942 *Number of shares are shown on a post Capital Consolidation basis 15

Following the Offer, the Company will also have the following Performance Rights on issue: Performance Rights on issue following the Offer Number Performance Rights - Tranche 1 Milestone 30,000,000 Performance Rights - Tranche 2 Milestone 30,000,000 Performance Rights - Tranche 3 Milestone 30,000,000 Performance Rights - Tranche 4 Milestone 30,000,000 Total Performance Rights on issue following the Offer 120,000,000 Refer Section 2 of this Report for the conversion milestones for each tranche Audited Pro forma 30-Jun-15 after Offer NOTE 6. OPTION RESERVE $ $ Option reserve 248,102 40,287 Audited balance of M OO at 30 June 2015 248,102 Audited balance of ShareRoot at 30 June 2015 40,287 Pro-forma adjustments: Elimination of M OO reserves on Acquisition (248,102) (248,102) Pro-forma Balance 40,287 Audited Pro forma 30-Jun-15 after Offer NOTE 7. SHARE BASED PAYMENTS RESERVE $ $ Share based payments reserve 129,600 735,000 Audited balance of M OO at 30 June 2015 129,600 Audited balance of ShareRoot at 30 June 2015 - Pro-forma adjustments: Elimination of M OO reserves on Acquisition (129,600) Issue of Advisor Options 735,000 605,400 Pro-forma Balance 735,000 Using the Black-Scholes option valuation methodology the fair value of the Advisor Options to be issued has been calculated. The following inputs were used: Advisor Options to be issued Number of options 21,000,000 Underlying share price $ 0.05 Exercise price $ 0.05 Expected volatility 90% Expiry date (years) 5.09 Expected dividends Nil Risk free rate 2.08% 16

Audited Pro forma after Offer 30-Jun-15 $3 million $5 million NOTE 8. ACCUMULATED LOSSES $ $ $ Accumulated losses (13,084,407) (3,477,635) (3,479,135) Audited balance of MOO at 30 June 2015 (13,084,407) (13,084,407) Audited balance of ShareRoot at 30 June 2015 (937,976) (937,976) Subsequent events: Payment of additional Option Fee to proceed with Acquisition (200,000) (200,000) (200,000) (200,000) Pro-forma adjustments: Elimination of Option Fee on Acquisition (100,000) (100,000) Elimination of MOO accumulated losses on Acquisition 13,084,407 13,084,407 Conversion of Post 30 June ShareRoot Converting Loan Agreements (333,333) (333,333) Amount recognised as share based payment on Acquisition (977,557) (977,557) Issue of Advisor Options (735,000) (735,000) Capital raising costs expensed (193,768) (195,268) 10,744,749 10,743,249 Pro-forma Balance (3,477,635) (3,479,135) NOTE 9: ACQUISITION ACCOUNTING Provisional accounting for the Acquisition A summary of the details with respect to the Acquisition as included in our Report is set out below. These details have been determined for the purpose of the pro-forma adjustments as at 30 June 2015, and will require re-determination based on the identifiable assets and liabilities as at the successful acquisition date, which may result in changes to the value as disclosed below. Under the acquisition, MOO acquires all the shares in ShareRoot by issuing a total of 140 million Ordinary Shares to the Vendors in proportion to their existing holdings in ShareRoot and up to 35 million Ordinary Shares to ShareRoot Lenders and 120 million Performance Rights to certain Vendors, which will convert to Ordinary Shares when certain milestones are met (as disclosed in Section 2). ShareRoot shareholders will obtain a controlling interest in MOO, equating to a controlling interest in the combined entity following the Acquisition. ShareRoot has thus been deemed the acquirer for accounting purposes as its shareholders will own approximately 77.44% (140,000,000 / 180,774,584) of the consolidated entity (prior to the shares issued in relation to the Offer, conversion of any Performance Rights and conversion of any Convertible Notes). The acquisition of ShareRoot by MOO is not deemed to be a business combination, as MOO is not considered to be a business under AASB 3 Business Combinations. As such the consolidation of these two companies is on the basis of the continuation of ShareRoot with no fair value adjustments, whereby ShareRoot is deemed to be the accounting parent. Therefore the most appropriate treatment for the transaction is to account for it under AASB 2 Share Based Payments, whereby ShareRoot is deemed to have issued shares to MOO shareholders in exchange for the net assets held by MOO. 17

In this instance, the value of the MOO shares provided has been determined as the notional number of equity instruments that the shareholders of ShareRoot would have had to issue to MOO to give the owners of MOO the same percentage ownership in the combined entity. We have deemed this to be $2,752,996. The pre-acquisition equity balances of MOO are eliminated against this increase in Share Capital upon consolidation and the balance is deemed to be the amount paid for the ASX listing status of MOO, being $977,557, and is treated as a share based payment. The net assets acquired, and the amount recognised as an ASX listing expense, are as follows: NOTE 9. PROVISIONAL ACCOUNTING FOR THE ACQUISITION Net assets acquired: Cash and cash equivalents 367,239 Trade and other receivables 3,562 Exclusivity and option fee 100,000 Plant & equipment 17,790 Exploration and evaluation expenditure 839,465 Security deposit 21,900 Trade and other payables (24,517) Net assets of MOO as at 30 June 2015 1,325,439 Adjustments to net assets of MOO: Acquiree's carrying amount before Acquisition Net cash raised under the Entitlement Offer 450,000 Adjusted net assets of MOO prior to Acquisition 1,775,439 ($) Fair value of consideration for Acquisition 2,752,996 Total adjusted M OO net assets acquired 1,775,439 Amount recognised as ASX listing expense upon Acquisition 977,557 NOTE 10: RELATED PARTY DISCLOSURES Transactions with Related Parties and Directors Interests are disclosed in the Prospectus. NOTE 11: COMMITMENTS AND CONTINGENCIES At the date of the report no other material commitments or contingent liabilities exist that we are aware of, other than those disclosed in the Prospectus. 18

APPENDIX 4 MONTO MINERALS LIMITED HISTORICAL FINANCIAL INFORMATION SHAREROOT INC Audited for the Audited for the Audited for the Statement of Comprehensive Income half-year ended year ended year ended 30-Jun-15 31-Dec-14 31-Dec-13 US$ US$ US$ Revenue 14,680 219,923 215,677 Cost of revenue (2,672) (140,042) (121,506) Gross Profit 12,008 79,881 94,171 Expenses Operating expenses (409,582) (410,058) (53,208) Finance costs (12,010) (17,897) (526) Profit/(loss) from c ontinuing operations before tax (409,584) (348,074) 40,437 Income tax benefit/(expense) - 11,202 (12,802) Total c omprehensive profit/(loss) for the year (409,584) (336,872) 27,635 Audited as at Audited as at Audited as at Statement of Financial Position 30-Jun-15 31-Dec-14 31-Dec-13 US$ US$ US$ CURRENT ASSETS Cash and cash equivalents 128,486 127,390 7,465 Trade and other receivables 699 47,342 108,082 Other receivables - - 10,000 Other current assets 7,142 3,909 1,962 TOTAL CURRENT ASSETS 136,327 178,641 127,509 NON-CURRENT ASSETS Property, plant and equipment 5,556 5,375 - Intangible assets 52,358 33,630 27,000 TOTAL NON-CURRENT ASSETS 57,914 39,005 27,000 TOTAL ASSETS 194,241 217,646 154,509 CURRENT LIABILITIES Trade and other payables 81,506 9,070 26,480 Accrued expenses 17,256 3,546 19,026 Deferred revenue 6,653 4,000 - Other current liabilities 76,985 - - Convertible notes and security 669,022 260,177 50,551 TOTAL CURRENT LIABILITIES 851,422 276,793 96,057 NON-CURRENT LIABILITIES Convertible notes and security - 198,320 - TOTAL NON-CURRENT LIABILITIES - 198,320 - TOTAL LIABILITIES 851,422 475,113 96,057 NET ASSETS (657,181) (257,467) 58,452 EQUITY Contributed equity 30,000 30,000 30,000 Equity settled benefits reserve 30,840 21,770 817 Accumulated losses (718,021) (309,237) 27,635 TOTAL EQUITY (657,181) (257,467) 58,452 19

12. CORPORATE GOVERNANCE 12.1 ASX Corporate Governance Council Principles and Recommendations The Company has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company s needs. To the extent applicable, the Company has adopted The Corporate Governance Principles and Recommendations (3rd Edition) as published by ASX Corporate Governance Council (Recommendations). The Board seeks, where appropriate, to provide accountability levels that meet or exceed the ASX Corporate Governance Council s Principles and Recommendations. Details on the Company s corporate governance procedures, policies and practices can be obtained from the Company website at www.montominerals.com. 12.2 Board of Directors The Board is responsible for corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. The goals of the corporate governance processes are to: (a) (b) (c) maintain and increase Shareholder value; ensure a prudential and ethical basis for the Company s conduct and activities; and ensure compliance with the Company s legal and regulatory objectives. Consistent with these goals, the Board assumes the following responsibilities: (a) (b) (c) (d) developing initiatives for profit and asset growth; reviewing the corporate, commercial and financial performance of the Company on a regular basis; acting on behalf of, and being accountable to, the Shareholders; and identifying business risks and implementing actions to manage those risks and corporate systems to assure quality. The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors participation in the Board discussions on a fully-informed basis. In light of the Company s size and nature, the Board considers that the proposed board is a cost effective and practical method of directing and managing the Company. If the Company s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed. 4145-01/1407832_1 75

12.3 Composition of the Board Election of Board members is substantially the province of the Shareholders in general meeting. However, subject thereto, the Company is committed to the following principles: (a) the Board is to comprise Directors with a blend of skills, experience and attributes appropriate for the Company and its business; and (b) the principal criterion for the appointment of new Directors is their ability to add value to the Company and its business. Following Settlement, the Board is proposed to consist of 4 members. The Company has adopted a Nominations Committee Charter, but has not established a Nominations and Remuneration Committee. The Directors consider that the Company is currently not of a size, nor are its affairs of such complexity as to justify the formation of a Nomination and Remuneration Committee. The responsibilities of a Nomination and Remuneration Committee are currently carried out by the full Board operating under the Nomination Committee Charter. Where a casual vacancy arises during the year, the Board has procedures to select the most suitable candidate with the appropriate experience and expertise to ensure a balanced and effective Board. Any Director appointed during the year to fill a casual vacancy or as an addition to the current Board, holds office until the next general meeting and is then eligible for re-election by the Shareholders. 12.4 Identification and management of risk The Board has adopted a Risk Management Policy, but has not established a risk management committee which is responsible for overseeing the risk management function. The Directors consider that the Company is currently not of a size, nor are its affairs of such complexity as to justify the formation of a Risk Management Committee. The responsibilities of a Risk Management Committee are currently carried out by the Board. 12.5 Ethical standards The Board is committed to the establishment and maintenance of appropriate ethical standards. 12.6 Independent professional advice Subject to the Chairman s approval (not to be unreasonably withheld), the Directors, at the Company s expense, may obtain independent professional advice on issues arising in the course of their duties. 12.7 Remuneration arrangements The total maximum remuneration of Non-Executive Directors is initially set by the Constitution and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of Non-Executive Directors remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each Non-Executive Director. The current amount has been set at an amount not to exceed $160,000 and 60,000 per annum, however, the 4145-01/1407832_1 76

Company is seeking approval at its Annual General Meeting to increase this amount to $300,000. Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors. The Board has adopted a Remuneration Committee Charter, but has not established a remuneration committee. The role of the audit committee has been assumed by the full Board operating under the Remuneration Committee Charter. The Board reviews and approves the remuneration policy to enable the Company to attract and retain Directors who will create value for Shareholders having consideration to the amount considered to be commensurate for a company of its size and level of activity as well as the relevant Directors time, commitment and responsibility. 12.8 Trading policy The Board has adopted a policy that sets out the guidelines on the sale and purchase of securities in the Company by its Directors. The policy generally provides that written notification to the Chairman (or in the case of the Chairman, the other Directors) must be satisfied prior to trading. 12.9 External audit The Company in general meetings is responsible for the appointment of the external auditors of the Company, and the Board from time to time will review the scope, performance and fees of those external auditors. 12.10 Audit committee The Company has adopted an Audit Committee Charter, but has not established an audit committee. The role of the audit committee has been assumed by the full Board operating under the Audit Committee Charter. 12.11 Diversity Policy The Board supports diversity but has not yet developed or adopted a diversity policy. It is the Board s intention to develop a diversity policy at a time when the size of the Company and its activities warrant such a structure. 12.12 Departures from Recommendations Following re-admission to the Official List of ASX, the Company will be required to report any departures from the Recommendations in its annual financial report. The Company s compliance and departures from the Recommendations as at the date of this Prospectus are set out in the following pages. 4145-01/1407832_1 77

Corporate Governance Statement Monto Minerals Ltd, its wholly owned subsidiaries (the Group) and the Board are committed to achieving and demonstrating the highest standards of corporate governance. The Board continues to review the framework and practices to ensure they meet the interests of shareholders. The disclosure of corporate governance practices can be viewed on the Company website at www.montominerals.com The directors are responsible to the shareholders for the performance of the Group in both the short and the longer term and seek to balance sometimes competing objectives in the best interests of the Group as a whole. Their focus is to enhance the interests of shareholders and other key stakeholders and to ensure the Group is properly managed. Day to day management of the Group s affairs and the implementation of the corporate strategy and policy initiatives are undertaken by the Board. Corporate Governance Compliance A description of the Group's main corporate governance practices are set out below. The Group has considered the ASX Corporate Governance Principles and Recommendations (3 rd edition) to determine an appropriate system of control and accountability to best fit its business and operations commensurate with these guidelines. Disclosure of Corporate Governance Practices Summary Statement Recommendation 1.1 Recommendation 1.2 Recommendation 1.3 Recommendation 1.4 Recommendation 1.5 Recommendation 1.6 Recommendation 1.7 Recommendation 2.1 Recommendation 2.2 Recommendation 2.3 Recommendation 2.4 Recommendation 2.5 Recommendation 2.6 Recommendation 3.1 Recommendation 4.1 Recommendation 4.2 Recommendation 4.3 Recommendation 5.1 Recommendation 6.1 Recommendation 6.2 Recommendation 6.3 Recommendation 6.4 Recommendation 7.1 Recommendation 7.2 Recommendation 7.3 Recommendation 7.4 Recommendation 8.1 Recommendation 8.2 Recommendation 8.3 ASX Principles and Recommendations If not, why not 4145-01/1407832_1 78

Disclosure Principles & Recommendations Principle 1 Lay solid foundations for management and oversight Recommendation 1.1: A listed entity should disclose the respective roles and responsibilities of its board and management and those matters expressly reserved to the Board and those delegated to management and disclose those functions. Disclosure: The Directors are responsible to the shareholders for the performance of the Group in both the short and the longer term and seek to balance sometimes competing objectives in the best interests of the Group as a whole. Their focus is to enhance the interests of shareholders and other key stakeholders and to ensure the Group is properly managed. Day to day management of the Group s affairs and the implementation of the corporate strategy and policy initiatives are undertaken by the Board, the Managing Director (who acts in the capacity as CEO). The matters that the Board has specifically reserved for its decision are: the appointment and management of the CEO; approval of the overall strategy and annual budgets of the business; overseeing the accounting and corporate reporting systems, including the external audit; and compliance with constitutional documents. The CEO is delegated the authority to ensure the effective day-to-day management of the business and the Board monitors the exercise of these powers. The CEO is required to report regularly to the Board on the performance of the Business. Some Board functions are handled through Board Committees. These committees are appointed when the size and scale of operations requires. However, the Board as a whole is responsible for determining the extent of powers residing in each Committee and is ultimately responsible for accepting, modifying or rejecting Committee recommendations. Recommendation 1.2: A listed entity should undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director and provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director. Disclosure: The Company undertakes checks on any person who is being considered as a director. These checks may include character, experience, education and financial history and background. All security holder releases will contain material information following the guidance contained in the ASX Corporate Governance Principles and Recommendations (3 rd edition) about any candidate to be elected for the first time or re-elected to enable an informed decision to be made. 4145-01/1407832_1 79

Recommendation 1.3: A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. Disclosure: Each senior executive and executive director has a formal employment contract and the non-executive directors have a letter of appointment including a director s interest agreement with respect to disclosure of security interests. Recommendation 1.4: The Company Secretary should be accountable directly to the Board, through the chair, on all matters to do with the proper functioning of the Board. Disclosure: The Company Secretary has a direct reporting line to the Board, through the Chair. Recommendation 1.5: A listed entity should establish a policy concerning diversity and disclose the policy or summary of the policy. The policy should include requirements for the Board to establish measureable objectives for achieving gender diversity and for the Board to assess annually both the objectives and progress in achieving them. Disclosure: The Board supports diversity but the Group has not yet developed a policy. It is the Board s intention to develop a policy at a time when the size of the Group and its activities warrants such a structure. There are currently no women employees in the organisation. However, during the financial year, women represented 25% of the Group employees (including directors). Recommendation 1.6: A listed entity should have and disclose a process for periodically evaluating the performance of the Board, its committees and individual directors and whether a performance evaluation was undertaken in the reporting period in accordance with that process. Disclosure: The Chairman is responsible for evaluating the performance of the Board, its committees and individual directors. This is generally done through a meeting with the Chair. The review is currently informal but is based on a review of goals for the Board and individual Directors. The goals are based on corporate requirements and any areas for improvement that may be identified. The Chairman will provide each Director with confidential feedback on his or her performance. There was no formal performance evaluation during the financial year. Recommendation 1.7: A listed entity should have and disclose a process for periodically evaluating the performance of senior executives and whether a performance evaluation was undertaken in the reporting period in accordance with that process. 4145-01/1407832_1 80

Disclosure: The Board is responsible for evaluating the senior executives. Induction procedures are in place and senior executives have formal job descriptions which includes the process for evaluating their performance. There was no formal performance evaluation of the senior executives during the financial year. Principle 2 Structure the board to add value Recommendation 2.1: The Board of a listed entity should establish a Nomination Committee which the majority should be independent directors (including the Chair). Disclosure: A nomination committee has not been established. The role of the Nomination Committee has been assumed by the full Board operating under the Nomination Committee Charter adopted by the Board. Recommendation 2.2: A listed entity should have and disclose a Board skills matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership. Disclosure: The Board Charter provides that the Board will review capabilities, technical skills and personal attributes of its directors. It will normally review the Board s composition against those attributes and recommend any changes in Board composition that may be required. An essential component of this will be the time availability of Directors. Recommendation 2.3: A listed entity should disclose the names of the directors considered to be independent directors and length of service of each director. Disclosure: Patrick Burke is considered an independent director. The dates of appointment as a director are contained in the Directors Report. Recommendation 2.4: A majority of the Board of a listed entity should be independent directors. Disclosure: The Group does not have a majority of independent directors. Consistent with the size of the Group and its activities, the Board is comprised of three (3) directors, one of which is currently considered to be an independent director. The Board's policy is that the majority of directors shall be independent, non-executive directors. The composition of the Board does not currently conform to its policy. It is the Board s intention to comply with its policy at a time when the size of the Group and its activities warrants such a structure. 4145-01/1407832_1 81

Recommendation 2.5: The Chair of the Board of a listed entity should be an independent director. Disclosure: Gary Steinepreis acts as Chair of the Board he is not independent. It is the Board s intention to comply with its policy at a time when the size of the Group and its activities warrants such a structure. Recommendation 2.6: A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively. Disclosure: The Board Charter provides for induction and professional development for the Board. Principle 3 Act ethically and responsibly Recommendation 3.1: A listed entity should have a Code of Conduct for its directors, senior executives and employees. Disclosure: The Company has a Code of Conduct that applies to all Directors, senior executives, employees and contractors. Principle 4 Safeguard integrity in corporate reporting Recommendation 4.1 The Board of a listed entity should have an Audit Committee. Disclosure: An audit committee has not been established. The role of the Audit Committee has been assumed by the full Board operating under the Audit Committee Charter adopted by the Board. Recommendation 4.2 The Board of a listed entity should, before it approves the Company s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. Disclosure: This recommendation is included as part of the Audit Committee Charter adopted by the Board. 4145-01/1407832_1 82

Recommendation 4.3 A listed entity should ensure that the external auditor is present at the AGM and be available to answer questions from security holders relevant to the audit. Disclosure: The Company invites the auditor or representative of the auditor to the AGM. Principle 5 Make timely and balanced disclosure Recommendation 5.1: A listed entity should have a written policy for complying with its continuous disclosure obligations under the Listing Rules. Disclosure: The Board Charter contains the policies designed to ensure compliance with ASX Listing Rule disclosure. Principle 6 Respect the rights of security holders Recommendation 6.1: A listed entity should provide information about itself and its governance to investors via its website. Disclosure: The Company has a website for making this information available to shareholders and investors. Recommendation 6.2: A listed entity should design and implement an investor relations program to facilitate twoway communication with investors. Disclosure: The Company encourages shareholders to attend and participate in general meetings and will makes itself available to meet shareholders and regularly responds to enquiries made via telephone and in writing. Recommendation 6.3: A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders. Disclosure: The Company encourages shareholders to attend and participate in general meetings. As a junior company the shareholder attendance numbers are low however, if a shareholder wishes to provide a comment or question and is not able to attend the meeting, the Company will address this as part of the meeting. Recommendation 6.4: A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. 4145-01/1407832_1 83

Disclosure: The Company is currently reviewing and implementing a strategy to receive communications from, and send communications, to its shareholders. Principle 7 Recognise and manage risk Recommendation 7.1: The Board of a listed entity should have a committee or committees to oversee risk. Disclosure: The Board has adopted a Risk Management Policy. There is no risk management committee and this role is undertaken by the Board, however, the overall basis for risk management is to provide recommendations about: 1. Assessing the internal processes for determining and managing key risk areas, particularly: non-compliance with laws, regulations, standards and best practice guidelines, including environmental and industrial relations laws; litigation and claims; and relevant business risks other than those that are dealt with by other specific Board Committees. 2. Ensuring that the Group has an effective risk management system and that major risks to the Group are reported at least annually to the Board. 3. Receiving from management reports on all suspected and actual frauds, thefts and breaches of laws. 4. Evaluating the process the Group has in place for assessing and continuously improving internal controls, particularly those related to areas of significant risk. 5. Assessing whether management has controls in place for unusual types of transactions and/or any potential transactions that may carry more than an acceptable degree of risk. 6. Meeting periodically with key management, internal and external auditors and compliance staff to understand and discuss the Group s control environment. Recommendation 7.2: The Board of a listed entity should review the entity s risk management framework at least annually to satisfy itself that it continues to be sound and disclose whether such a review has taken place. Disclosure: The Board meets on a regular basis to discuss the operating activities. As part of this all risks are considered including but not limited to strategic, operational, legal, reputation and financial risks. This is an on-going process rather than an annual formal review. Recommendation 7.3: A listed entity should disclose if it has an internal audit function. 4145-01/1407832_1 84

Disclosure: The Company does not have an internal audit function but reviews its risk management and internal control processes on a regular basis. Recommendation 7.4: A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. Disclosure: The Company is of the view that its operations do not create a material exposure to economic, environmental and social sustainability risks. Principle 8 Remunerate fairly and responsibly Recommendation 8.1: The Board of a listed entity should have a Remuneration Committee. Disclosure: A Remuneration Committee has not been established. The role of the Remuneration Committee has been assumed by the full Board operating under the Remuneration Committee Charter adopted by the Board. Recommendation 8.2: A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives. Disclosure: The Company provides disclosure of all Directors and executives remuneration in its annual report. Non-executive directors are remunerated at a fixed fee for time, commitment and responsibilities. Remuneration for non-executive directors is not linked to the performance of the Group. There are no documented agreements providing for termination or retirement benefits to non-executive directors (other than for superannuation). Executive directors and senior executives are offered a competitive level of base pay at market rates and are reviewed annually to ensure market competitiveness. Long term performance incentives may include performance and production bonus payments, shares and / or options granted at the discretion of the Board and subject to obtaining the relevant approvals. Recommendation 8.3: A listed entity which has an equity based remuneration scheme should have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme and disclose that policy or summary of it.. 4145-01/1407832_1 85

Disclosure: The Company does not have an equity based remuneration scheme which is affected by this recommendation. 4145-01/1407832_1 86

13. MATERIAL CONTRACTS 13.1 HOA On 18 June 2015, the HOA with ShareRoot which sets out the terms on which ShareRoot will procure shareholders of ShareRoot to grant the Company an option to acquire 100% of the issued capital in ShareRoot. The HOA was subsequently varied by agreement between the Company and ShareRoot on 11 August 2015. On 18 June 2015, the Company paid ShareRoot an exclusivity option fee of $100,000 in consideration for: (a) (b) ShareRoot using its best endeavours to procure that each ShareRoot shareholder separately agrees to grant the Company an exclusive option to acquire their respective ShareRoot shares on the terms and conditions set out in the HOA; and ShareRoot agreeing for the period expiring 3 months from the date of the Agreement to exclusively negotiate with the Company. On 18 September 2015, the Company paid ShareRoot $200,000 to confirm its intention to proceed with the Acquisition. The HOA sets out the other material terms of the Merger Agreement outlined in Section 13.2 below. 13.2 Merger Agreement On 23 October 2015, the Company announced that it had entered into agreement and plan of merger between the Company, ShareRoot Acquisition Corp. (a wholly owned subsidiary of the Company), ShareRoot and Noah Abelson, as the ShareRoot stockholders representative (Merger Agreement) pursuant to which ShareRoot Acquisition Corp will be merged with and into ShareRoot resulting in ShareRoot becoming a wholly-owned subsidiary of the Company. In accordance with the terms of the Merger Agreement, the Company will acquire 100% of the shares in ShareRoot, conditional upon completion occurring in accordance with the Merger Agreement. A summary of the material terms of the Merger Agreement is set out below: (a) Conditions Precedent Completion of the Acquisition is subject to (amongst other things) the satisfaction or waiver by the parties of the following conditions: (i) (ii) the Company obtaining all regulatory and shareholder approvals as required; and the Company preparing a prospectus for a capital raising sufficient to enable the Company to be re-instated to quotation on ASX and receiving sufficient applications to meet the minimum subscription under the prospectus. 4145-01/1407832_1 87

(b) Consideration In exchange for the Company acquiring 100% of the issued capital in ShareRoot, the Company will issue by way of consideration on a post- Consolidation basis 140,000,000 Shares to the Vendors in proportion to their existing holdings in or loans provided to ShareRoot (on completion). In addition, as at the date of this Prospectus, the funding by the ShareRoot Lenders would ultimately convert into 27,166,667 Shares, however, if ShareRoot enters into additional Post-30 June ShareRoot Converting Loan Agreements, this could increase to 35,000,000 Shares (on a post-consolidation basis). The difference is to allow for a further raising by ShareRoot in the interim whilst the Acquisition is being completed. These Shares will be subject to escrow restrictions in accordance with Chapter 9 of the ASX Listing Rules, however, the Company intends to apply for look-through relief on behalf of the Vendors. In addition to these Shares, the Company proposes to issue 120,000,000 Performance Rights (on a post-consolidation basis) to the Performance Rights Holders. The Performance Rights will be issued on the terms and conditions set out in Section 14.5. (c) Consolidation of Capital As required by the ASX Listing Rules, the Company will undertake a consolidation of its issued capital on the basis of one (1) Share for every 45 Shares held and one (1) Option for every 45 Options held. (d) Change of Name As a result of the Acquisition, the Company proposes to change its name to ShareRoot Ltd. Approval for the Company s proposed change of name is being sought at the Annual General meeting. (e) Other Clauses The Merger Agreement is termed an Agreement and Plan of Merger and is a document that is governed by the laws of the State of Delaware. The effectuation of the plan of merger is subject to the applicable provisions of the Delaware General Corporation Law as ShareRoot is a Delaware incorporated company. This effectuation requires the Company to incorporate a Delaware incorporated wholly owned subsidiary (being ShareRoot Acquisition Corp.) and the merger is effected through the statutory merger of this subsidiary of the Company with and into the Company, with the securities in ShareRoot converted into the Shares. The Merger Agreement contains warranties and representations from both the Company and ShareRoot which are of a relatively standard nature for similar type transactions. These warranties are then backed by a several indemnification from the Vendors on the terms set out in the Merger Agreement. Pursuant to the Merger Agreement, 14,000,000 Shares, being 10% of the Shares being issued as part of the consideration to the Vendors, shall be held in escrow in accordance with an escrow agreement to compensate Monto, ShareRoot Acquisition Corp., and their respective 4145-01/1407832_1 88

affiliates, stockholders, officers, directors, employees and agents (each a Monto Indemnified Person) for any claims by them for losses incurred by those parties in relation to, among other things, a material breach of a representation or warranty made by ShareRoot, a material breach of an obligation of Monto in respect of the Merger Agreement, unpaid transaction expenses and fraud or intentional misrepresentation. These Shares are referred to as a hold-back and this arrangement is typical in merger agreements in the USA. If the Vendors are liable to a Monto Indemnified Person in respect of losses, the Vendors may elect to pay each Monto Indemnified Person in cash or by the release to the Monto Indemnified People of their pro-rata portion of the hold-back of 14,000,000 Shares held in escrow. Following the date that is 18 months from the date of Settlement, the remaining hold-back Shares will be released to the previous holders of Monto shares. 13.3 ShareRoot Converting Loan Agreements ShareRoot has: (a) (b) prior to 30 June 2015, previously entered into several converting promissory note agreements, pursuant to which ShareRoot, at 30 June 2015, has been loaned a total of US$669,022 (Pre-30 June ShareRoot Converting Loan Agreements). The holders of these promissory notes comprise the other Vendors for the purpose of the issue of 140,000,000 Shares; and post 30 June 2015, entered into converting promissory note deed polls with the Company in favour of third party investors (ShareRoot Lenders) to provide pre-reinstatement funding of up to $1,000,000 (Post-30 June ShareRoot Converting Loan Agreements). Each holder of the Pre-30 June ShareRoot Converting Loan Agreements is entitled prior to completion of this Acquisition to become a shareholder of ShareRoot and to a proportion of the Consideration Securities based on their shareholdings in ShareRoot. Each holder of a Post-30 June ShareRoot Converting Loan Agreement is entitled to become a shareholder of ShareRoot and to up to a proportion of a total of 35,000,000 Shares if a total of $1,000,000 is provided (based on funds provided). A summary of the material terms of the Pre-30 June ShareRoot Converting Loan Agreements is set out below: (a) (b) (c) Maturity: the Pre-30 June ShareRoot Converting Loan Agreements have maturity dates ranging between 12 and 18 months after the specified issuance date of each Pre-30 June ShareRoot Converting Loan Agreement (Maturity Date); Repayment: in the event that the Pre-30 June ShareRoot Converting Loan Agreements have not been converted into shares in ShareRoot or repaid at an earlier date, the Pre-30 June ShareRoot Converting Loan Agreements are repayable on the Maturity Date. However, the entire unpaid sum together with any accrued interest is immediately due and payable upon the occurrence of certain specified insolvency events; Interest: interest accrues on the amount loaned at either 4% or 5% per annum on the principal amount under each Pre-30 June ShareRoot Converting Loan Agreement; and 4145-01/1407832_1 89

(d) Conversion: (i) (Automatic Conversion) upon the closing of the first sale or series of sales of equity securities by ShareRoot which results in a specified amount of proceeds to the Company (between US$600,000 and US$1,500,000) (Qualified Financing), the loan balance is automatically converted on the date of the closing of the Qualified Financing, into the same securities issued in the Qualified Financing at a discounted price to the price per security paid by the other investors participating in the Qualified Financing; (ii) (Change of Control) in the event of a change of control prior to the Maturity Date, ShareRoot is obliged to either: (A) (B) repay an amount to the lender that is double the principal amount provided under the Pre-30 June ShareRoot Converting Loan (plus accrued unpaid interest); or convert the loan balance into shares of ShareRoot at a specified conversion price, depending on the terms of the particular Pre-30 June ShareRoot Converting Loan Agreement; and (iii) (Optional Conversion) subject to certain conditions, a small number of the Pre-30 June ShareRoot Converting Loans provide the holder the option of converting the loan balance into ShareRoot shares on or any time after the Maturity Date, at a specified conversion price. A summary of the material terms of the Post-30 June ShareRoot Converting Loan Agreements is set out below: (a) (b) (c) (d) Convertible Notes: as at the date of this Notice, ShareRoot has issued 815,000 unsecured convertible notes of A$1.00 each to the ShareRoot Lenders in consideration for the ShareRoot Lenders loaning funds to ShareRoot; Maturity date: each convertible note held by a ShareRoot Lender has a maturity date that is the date that is 12 months from the date that ShareRoot Lender was issued the convertible notes; Conversion: each ShareRoot Lender s convertible notes will convert into ShareRoot shares upon Shareholders approving the Essential Resolutions and ASX providing conditional approval to reinstate the Company to trading on ASX. ShareRoot must issue each ShareRoot Lender the number of ShareRoot shares that is equal to the principal value of the convertible notes held by that ShareRoot Lender divided by $0.03; Sale of ShareRoot Shares: following the issue of ShareRoot shares described above in paragraph (c), each ShareRoot Lender agrees to sell its ShareRoot shares to the Company in consideration for the Company issuing to it that ShareRoot Lender s holding as a proportion of the total ShareRoot shares on issue multiplied by the total number of Shares to be issued by the Company to the Vendors on Settlement; 4145-01/1407832_1 90

(e) Voluntary Redemption: ShareRoot may redeem some or all of the convertible notes held by ShareRoot Lenders at any time prior to the Maturity Date for 120% of the initial face value of each redeemed convertible note. If ShareRoot has notified a ShareRoot Lender that it intends to redeem its convertible notes, the ShareRoot Lender may instead elect to convert some or all of its convertible notes into ShareRoot Shares; (f) (g) Mandatory Redemption: following the occurrence of an event of default, the ShareRoot Lenders can provide notice to ShareRoot requiring it to redeem its convertible notes; and Maturity Conversion: all convertible notes on issue on the Maturity Date will otherwise convert into the number of ShareRoot shares that is equal to the principal value of the convertible notes multiplied by $8,000,000 plus the aggregate face value of all convertible notes on issue. 13.4 Customer contracts ShareRoot has entered into customer contracts with companies or the agents acting on behalf of various brands. The fee payable by the counterparties to the customer contracts are negotiable based upon access to different levels of functionality within the ShareRoot Platform and the length of the contract is either determined on a monthly or yearly basis. Each of ShareRoot s customer agreements state the following: Customer agrees to allow ShareRoot to reproduce and display your logos, trademarks, trade names and similar identifying material on our website and our marketing materials. Customer agrees to allow ShareRoot to use the aforementioned identifying material in branded case studies with prior written approval. These terms of ShareRoot s customer contracts may be altered if agreed by the parties. 13.5 FSB Mandate On 15 June 2015, the Company entered into a mandate with Foster Stockbroking Pty Ltd (FSB) under which FSB agreed to provide corporate advisory and investor relation services to the Company (FSB Mandate). The key terms of the FSB Mandate are as follows: (a) (b) Lead Manager: FSB will be appointed lead manager of the Public Offer and the Acquisition; Fees: the Company has agreed to pay FSB the following: (i) (ii) a placement fee of 5% of the total gross proceeds of the Public Offer (exclusive of GST); a management fee of 1% of the total gross proceeds of the Public Offer; and 4145-01/1407832_1 91

(iii) a fee equal to 6% of the gross proceeds raised through the nonrenounceable interim rights issue completed by the Company on 18 September 2015 (Rights Issue). The Company raised $500,415 under the Rights Issue. (c) Advisor Options: the Company has agreed to issue FSB 17,500,000 Advisor Options (on a post-consolidation basis) in consideration for assisting with the implementation of the Acquisition; (d) (e) (f) Expenses: the Company will reimburse FSB for expenses incurred in connection with the Acquisition. If the Public Offer does not complete, the Company will reimburse FSB for all of its out-of-pocket expenses incurred in connection with the Public Offer and the Acquisition; Appointment as Corporate Advisor: upon Settlement, FSB will be appointed to act as Corporate Advisor to the Company. An ongoing retainer fee of $7,500 per month (Retainer) will be payable to FSB from the date of the Company re-listing on the ASX for an initial term of 12 months. Other than in the first 3 months, the corporate advisory retainer may be terminated by either party at any time by written notice; Termination: (i) (ii) the Company may terminate the FSB Mandate immediately if FSB breach (or in the reasonable opinion of the Company will breach) any provision of the FSB Mandate or commit an act of gross negligence, fraud or wilful misconduct; and there are certain instances where FSB reserve the right to terminate the FSB Mandate immediately that are standard for a contract of this nature; and (g) Right of first refusal: FSB will have a conditional right of first refusal to act as the Company s exclusive financial advisor with respect to any contemplated capital raising by the Company within 12 months of the date of execution of the FSB Mandate, on terms customary for such transactions. Otherwise the FSB Mandate contains provisions usually found in contracts of this nature. 13.6 Executive Services Agreements The Company has entered into letter agreements with each of Noah Abelson and Marc Angelone (Proposed Executive Directors) dated 10 November 2015 (Executive Services Agreements) pursuant to which, subject to completion of the Acquisition, Mr Abelson will become Managing Director and Mr Angelone will become an Executive Director of the Company. The key terms of the Director Service Agreements are as follows: (a) (b) Remuneration: the Proposed Executive Directors will each receive a fixed annual salary of US$180,000 (inclusive of Director s fees); Non-cash benefits: the Board may, at its discretion, determine that Mr Abelson and Mr Angelone will be entitled to performance based bonus payments and participation in the Company s Share Plan, subject to shareholder and regulatory approval; 4145-01/1407832_1 92

(c) (d) Termination: the Company and the Proposed Executive Directors may terminate the respective Director Service Agreement without cause by giving the other party 6 months notice; and Jurisdiction: the Executive Services Agreements are governed by the laws of Western Australia. The Company and Proposed Executive Directors intend to enter into a more formal agreement, on similar terms, following completion of the Acquisition. 13.7 Non-Executive Director Agreement The Company has entered into a letter agreement with James Allchurch dated 10 November 2015 (Non-Executive Director Agreement) pursuant to which, subject to completion of the Acquisition, Mr Allchurch will resign as Managing Director and become the Executive Chairman of the Company. Mr Allchurch will receive a fee of $5,000 per month for these services. It is proposed that Andrew Bursill will be a Director and Company Secretary of ShareRoot Limited on and from Settlement. Franks & Associates Pty Ltd, a company associated with Mr Bursill, is proposed to be retained to provide these services, which will be provided at ordinary commercial terms and on an arm s length basis. 4145-01/1407832_1 93

14. ADDITIONAL INFORMATION 14.1 Litigation Other than the matter referred to in Section 9.2(b)(i) relating to the Company s exploration assets, as at the date of this Prospectus, neither the Company nor ShareRoot is involved in any material legal proceedings and neither the Directors nor the Proposed Directors are aware of any legal proceedings pending or threatened against the Company or ShareRoot. 14.2 Rights attaching to Shares (including Shares to be issued under the Offers) The following is a summary of the more significant rights attaching to Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice. Full details of the rights attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company s registered office during normal business hours. (a) General meetings Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company. Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act and the Constitution of the Company. (b) Voting rights Subject to any rights or restrictions for the time being attached to any class or classes of shares, at general meetings of shareholders or classes of shareholders: (i) (ii) (iii) each shareholder entitled to vote may vote in person or by proxy, attorney or representative; on a show of hands, every person present who is a shareholder or a proxy, attorney or representative of a shareholder has one vote; and on a poll, every person present who is a shareholder or a proxy, attorney or representative of a shareholder shall, in respect of each fully paid share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the share, but in respect of partly paid shares shall have such number of votes as bears the same proportion to the total of such shares registered in the shareholder s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited). (c) Dividend rights Subject to the rights of persons (if any) entitled to shares with special rights to dividends, the Directors may declare a final dividend out of profits in accordance with the Corporations Act and may authorise the payment or crediting by the Company to the shareholders of such a 4145-01/1407832_1 94

dividend. The Directors may authorise the payment or crediting by the Company to the shareholders of such interim dividends as appear to the Directors to be justified by the profits of the Company. Subject to the rights of persons (if any) entitled to shares with special rights as to dividends, all dividends are to be declared and paid according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such shares, in accordance with Part 2H.5 of Chapter 2H of the Corporations Act. Interest may not be paid by the Company in respect of any dividend, whether final or interim. (d) Winding-up If the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders. The liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other Securities in respect of which there is any liability. Where an order is made for the winding up of the Company or it is resolved by special resolution to wind up the Company, then on a distribution of assets to members, Shares classified by ASX as restricted securities at the time of the commencement of the winding up shall rank in priority after all other Shares. (e) Transfer of Shares Generally, Shares in the Company are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act or the Listing Rules. (f) Variation of rights Pursuant to Section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to Shares. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up may be varied or abrogated with the consent in writing of the holders of three-quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class. (g) Alteration of constitution In accordance with the Corporations Act, the Constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given. 4145-01/1407832_1 95

14.3 Terms of Capital Raising Options and existing 31 December 2017 Options (a) Entitlement Each Option entitles the holder to subscribe for one Share upon exercise of the Option. (b) Exercise Price Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.05 (Exercise Price). (c) (d) Expiry Date Each Option will expire at 5:00 pm (WST) on 31 December 2017 (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date. Exercise Period The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period). (e) Notice of Exercise The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company. (f) Exercise Date A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date). (g) Timing of issue of Shares on exercise Within 10 Business Days after the Exercise Date, the Company will: (i) (ii) (iii) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company; if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options. 4145-01/1407832_1 96

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors. (h) Shares issued on exercise Shares issued on exercise of the Options rank equally with the then issued shares of the Company. (i) Quotation of Shares issued on exercise If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options. (j) Reconstruction of capital If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction. (k) Participation in new issues There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options. (l) Change in exercise price An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised. (m) Quoted The Company intends to apply for quotation of the Options on ASX. (n) Transferability The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws. 14.4 Terms of Advisor Options (a) Entitlement Each Option entitles the holder to subscribe for one Share upon exercise of the Option. 4145-01/1407832_1 97

(b) Exercise Price Subject to paragraph 14.3(j), the amount payable upon exercise of each Option will be $0.05 (Exercise Price). (c) (d) Expiry Date Each Option will expire at 5:00 pm (WST) on 31 December 2020 (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date. Exercise Period The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period). (e) Notice of Exercise The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company. (f) Exercise Date A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date). (g) Timing of issue of Shares on exercise Within 15 Business Days after the Exercise Date, the Company will: (i) (ii) (iii) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company; if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options. If a notice delivered under 14.3(g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations 4145-01/1407832_1 98

Act to ensure that an offer for sale of the Shares does not require disclosure to investors. (h) Shares issued on exercise Shares issued on exercise of the Options rank equally with the then issued shares of the Company. (i) Quotation of Shares issued on exercise If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options. (j) Reconstruction of capital If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction. (k) Participation in new issues There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options. (l) Change in exercise price An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised. (m) Unquoted The Company will not apply for quotation of the Options on ASX. (n) Transferability The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws. 14.5 Terms of 7 February 2017 Options The Options entitle the holder (Optionholder) to subscribe for Shares on the following terms and conditions: (a) (b) (c) Each Option gives the Incentive Optionholder the right to subscribe for one fully paid ordinary share in Monto Minerals Ltd (Share). The Options will expire at 5.00pm (WST) on 7 February 2017, which date is 3 years after the Options are issued (Expiry Date). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date. 4145-01/1407832_1 99

(d) (e) (f) The amount payable upon exercise of each Option will be $0.36 (post- Consolidation) (Exercise Price). The Options held by each Incentive Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion. An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date: (i) (ii) a written notice of exercise of Options specifying the number of Options being exercised; and a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised; (collectively, Exercise Notice). (g) (h) (i) (j) (k) (l) (m) (n) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds. Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice. The Options are not transferable. All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares. The Company will not apply for quotation of the Options on ASX. However, The Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares. If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act 2001 (Cth) and the ASX Listing Rules at the time of the reconstruction. There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue. An Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised. 4145-01/1407832_1 100

14.6 Terms and Conditions of the 21 February 2016 Options (a) Entitlement Each Option entitles the holder to subscribe for one Share upon exercise of each Option. (b) Exercise Price and Expiry Date The Exercise Price of each Option is $1.30 (post-consolidation), being a 45% premium to the volume weighted average of the prices at which Shares were traded on the ASX during the one week period up to and including the date of the shareholder meeting at which approval to grant the Options was sought. Each Option vests immediately upon grant and has a specified expiry date of the date that is four years from the date of grant (Specified Expiry Date). The Options will expire on 21 February 2016, being that date (Expiry Date) which is the earlier of: (i) (ii) the Specified Expiry Date referred to in the above table; or as determined in accordance with item (c) below, and thereafter no party has any claim against any other party arising under or in respect of the Options. (c) Ceasing to be an Employee If at any time prior to the Expiry Date of any Options, an Employee ceases to be an Employee as a Good Leaver, the Employee, will be entitled to keep any Options. If at any time prior to the Expiry Date of any Options, an Employee ceases to be an Employee as a Bad Leaver such Employee will have until the earlier of: (i) (ii) three months from the date of ceasing to be an Employee; or the Expiry Date of the Options, to exercise the Options, otherwise the Options will automatically lapse. For the purposes of this item (c): "Employee" means a person who is a full-time or permanent part-time employee or officer or director of the Company or such other person as the Board determines. "Good Leaver" means an Employee who ceases to be an Employee by reason of retirement, permanent disability, redundancy or death or anyone determined by the Board as a good leaver on a case by case basis and at its absolute discretion. "Bad Leaver" means an Employee who ceases to be an Employee by any reason other than as a Good Leaver. 4145-01/1407832_1 101

(d) Exercise Period The Options are exercisable at any time after grant and on or prior to the Expiry Date. (e) Notice of Exercise The Options may be exercised by notice in writing to the Company (Notice of Exercise) and payment of the Exercise Price for each Option being exercised. Any Notice of Exercise of a Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt. (f) Shares issued on exercise Shares issued on exercise of the Options rank equally with the then Shares of the Company. (g) Quotation of Shares on exercise Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options. (h) Timing of issue of Shares After a Option is validly exercised, the Company must, as soon as possible following receipt of the Notice of Exercise and receipt of cleared funds equal to the sum payable on the exercise of the Option: (i) (ii) issue and allot the Share; and do all such acts matters and things to obtain the grant of official quotation of the Share on ASX no later than 5 Business Days after issuing the Share. (i) Participation in new issues There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least nine business days after the issue is announced. This will give the holders of Options the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue. (j) Adjustment for bonus issues of Shares If the Company makes an issue of Shares to the holders of Shares in the Company by way of capitalisation of profits or reserves (Bonus Issue), each holder of Options which have not expired at the time of the record date for determining entitlements to the Bonus Issue shall be entitled to have issued to him upon exercise of any of those Options the number of Shares which would have been issued under the Bonus Issue (Bonus Shares) to a person registered as holding the same number of Shares as that number of Shares to which the holder of Options may subscribe for, pursuant to the exercise of those Options immediately before the record date determining entitlements under the Bonus Issue 4145-01/1407832_1 102

(in addition to the Shares which he or she is otherwise entitled to have issued to him or her upon such exercise). The Bonus Shares will be paid by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the Bonus Issue and upon issue rank equally in all respects with the other Shares issued upon exercise of the Options. (k) Adjustment for rights issue If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment of the Exercise Price of an Option. (l) Adjustments for reorganisation In the event of any reconstruction (including a consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the expiry of any Options, the number of Options to which each holder of Options is entitled or the Exercise Price of his or her Options or both or any other terms will be reconstructed in a manner determined by the Board which complies with the provisions of the Listing Rules. (m) Quotation of Options No application for quotation of the Options will be made by the Company. (n) Options transferable Options are transferable provided that the transfer of the Options complies with section 707(3) of the Corporations Act. (o) Lodgement Instructions Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for shares on exercise of the Options with the appropriate remittance should be lodged at the Company's Registry. 14.7 Terms and Conditions of the 15 April 2016 Options (a) Entitlement Each Option entitles the holder to subscribe for one Share upon exercise of each Option. (b) Exercise Price and Expiry Date The Exercise Price of each Option is $1.08 (post-consolidation), being a 45% premium to the volume weighted average of the prices at which Shares were traded on the ASX during the one week period up to and including the date of the shareholder meeting at which approval to grant the Options was sought. Each Option vests immediately upon grant and has a specified expiry date of the date that is four years from the date of grant (Specified Expiry Date). The Options will expire on 14 April 2016, being that date (Expiry Date) which is the earlier of: 4145-01/1407832_1 103

(i) (ii) the Specified Expiry Date referred to in the above table; or as determined in accordance with item (c) below, and thereafter no party has any claim against any other party arising under or in respect of the Options. (c) Ceasing to be an Employee If at any time prior to the Expiry Date of any Options, an Employee ceases to be an Employee as a Good Leaver, the Employee, will be entitled to keep any Options. If at any time prior to the Expiry Date of any Options, an Employee ceases to be an Employee as a Bad Leaver such Employee will have until the earlier of: (i) (ii) three months from the date of ceasing to be an Employee; or the Expiry Date of the Options, to exercise the Options, otherwise the Options will automatically lapse. For the purposes of this item (c): "Employee" means a person who is a full-time or permanent part-time employee or officer or director of the Company or such other person as the Board determines. "Good Leaver" means an Employee who ceases to be an Employee by reason of retirement, permanent disability, redundancy or death or anyone determined by the Board as a good leaver on a case by case basis and at its absolute discretion. "Bad Leaver" means an Employee who ceases to be an Employee by any reason other than as a Good Leaver. (d) Exercise Period The Options are exercisable at any time after grant and on or prior to the Expiry Date. (e) Notice of Exercise The Options may be exercised by notice in writing to the Company (Notice of Exercise) and payment of the Exercise Price for each Option being exercised. Any Notice of Exercise of a Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt. (f) Shares issued on exercise Shares issued on exercise of the Options rank equally with the then Shares of the Company. (g) Quotation of Shares on exercise Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options. 4145-01/1407832_1 104

(h) Timing of issue of Shares After an Option is validly exercised, the Company must, as soon as possible following receipt of the Notice of Exercise and receipt of cleared funds equal to the sum payable on the exercise of the Option: (i) issue and allot the Share; and (ii) do all such acts matters and things to obtain the grant of official quotation of the Share on ASX no later than 5 Business Days after issuing the Share. (i) Participation in new issues There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least nine business days after the issue is announced. This will give the holders of Options the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue. (j) Adjustment for bonus issues of Shares If the Company makes an issue of Shares to the holders of Shares in the Company by way of capitalisation of profits or reserves (Bonus Issue), each holder of Options which have not expired at the time of the record date for determining entitlements to the Bonus Issue shall be entitled to have issued to him upon exercise of any of those Options the number of Shares which would have been issued under the Bonus Issue (Bonus Shares) to a person registered as holding the same number of Shares as that number of Shares to which the holder of Options may subscribe for, pursuant to the exercise of those Options immediately before the record date determining entitlements under the Bonus Issue (in addition to the Shares which he or she is otherwise entitled to have issued to him or her upon such exercise). The Bonus Shares will be paid by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the Bonus Issue and upon issue rank equally in all respects with the other Shares issued upon exercise of the Options. (k) Adjustment for rights issue If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment of the Exercise Price of an Option. (l) Adjustments for reorganisation In the event of any reconstruction (including a consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the expiry of any Options, the number of Options to which each holder of Options is entitled or the Exercise Price of his or her Options or both or any other terms will be reconstructed in a manner determined by the Board which complies with the provisions of the Listing Rules. 4145-01/1407832_1 105

(m) Quotation of Options No application for quotation of the Options will be made by the Company. (n) Options transferable Options are transferable provided that the transfer of the Options complies with section 707(3) of the Corporations Act. (o) Lodgement Instructions Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for shares on exercise of the Options with the appropriate remittance should be lodged at the Company's Registry. 14.8 Terms of Performance Rights A summary of the terms and conditions of the Performance Rights to be offered to key management personnel of ShareRoot pursuant to the Merger Agreement is provided below. 14.8.1 General (a) General Meetings The Performance Rights shall confer on the holder (Holder) the right to receive notices of general meetings and financial reports and accounts of the Company that are circulated to shareholders. The Holder has the right to attend general meetings of shareholders of the Company. (b) No Voting Rights The Performance Rights do not entitle the Holder to vote on any resolutions proposed at a general meeting of shareholders of the Company. (c) No Dividend Rights The Performance Rights do not entitle the Holder to any dividends. (d) Rights on Winding Up The Performance Rights participate in the surplus profits or assets of Monto upon winding up of the Company only to the extent of $0.000001 per Performance Right. (e) Not Transferable The Performance Rights are not transferable. (f) Reorganisation of Capital If at any time the issued capital of the Company is reconstructed, all rights of the Holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of reorganisation. 4145-01/1407832_1 106

(g) Application to ASX The Performance Rights will not be quoted on ASX. However, upon conversion of the Performance Rights into fully paid ordinary shares (Shares) the Company must within seven (7) days after the conversion, apply for the official quotation of the Shares arising from the conversion on ASX. (h) No Other Rights The Performance Rights give the Holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms. (i) Participation in Entitlements and Bonus Issues Holders of Performance Rights will not be entitled to participate in new issues of capital offered to holders of the Shares such as bonus issues and entitlement issues. (j) Reconstruction (i) (ii) If there is a reconstruction (including, consolidation, subdivision, reduction or return) of the issued capital of the Company, the basis for adjustment of the conversion of Performance Rights into Shares will be reconstructed in the same proportion as the issued capital of the Company is reconstructed and in a manner which will not result in any additional benefits being conferred on the Holder which are not conferred on the shareholders of the Company, (subject to the same provisions with respect to rounding of entitlements as sanctioned by the meeting of shareholders approving the reconstruction of capital) but in all other respects the terms for conversion of the Performance Rights will remain unchanged. The adjustments of this term will, subject to the ASX Listing Rules, be determined by the Company. 14.8.2 Conversion and Redemption of the Performance Rights (a) Performance Milestones If the following performance hurdles are satisfied, the Performance Rights will convert into Shares as follows: (i) (ii) if ShareRoot attains contracted six month revenue exceeding AUD$1,000,000 (ie AUD$2,000,000 annualised contracted revenue) within a period of 2 years from the date of issue of the Performance Rights (Tranche 1 Milestone ) then 30,000,000 Tranche 1 Performance Rights (post-consolidation) will convert into 30,000,000 Shares (post-consolidation); if the Shares achieve a 30 day value weighted average price (VWAP) exceeding AUD$0.10 AND ShareRoot achieves 100 signed and paying customers within a period of 3 years from the date of issue of the Performance Rights (Tranche 2 Milestone ) then 30,000,000 Tranche 2 Performance Rights (post- 4145-01/1407832_1 107

Consolidation) will convert into 30,000,000 Shares (post- Consolidation); (iii) if the Shares achieve a 30 day VWAP exceeding AUD$0.20 AND ShareRoot achieves contracted six month revenue exceeding AUD$3,000,000 (ie AUD$6,000,000 annualised contracted revenue) within a period of 5 years from the date of issue of the Performance Rights (Tranche 3 Milestone) then 30,000,000 Tranche 3 Performance Rights (post-consolidation) will convert into 30,000,000 Shares (post-consolidation); and (iv) if the Shares achieve a 30 day VWAP exceeding AUD$0.20 AND ShareRoot achieves contracted six month EBITDA (earnings before interest, tax, depreciation and amortisation) exceeding AUD$1,000,000 (ie AUD$2,000,000 annualised contracted earnings before interest, tax, depreciation and amortisation) within a period of 5 years from the date of issue of the Performance Rights (Tranche 4 Milestone) then 30,000,000 Tranche 4 Performance Rights (post consolidation) will convert into 30,000,000 Ordinary Shares (post consolidation). (b) Redemption if Milestones not achieved If: (i) (ii) (iii) (iv) Tranche 1 Milestone is not achieved within a 2 year period commencing on the date of issue of the Performance Rights (Milestone 1 Determination Date), then 30,000,000 Performance Rights held by the Holders will be automatically redeemed by the Company for the sum of $0.000001 per Performance Right within 10 business days of the Milestone 1 Determination Date; Tranche 2 Milestone is not achieved within a 3 year period commencing on the date of issue of the Performance Rights (Milestone 2 Determination Date), then 30,000,000 Performance Rights held by the Holders will be automatically redeemed by the Company for the sum of $0.000001 per Performance Right within 10 business days of the Milestone 2 Determination Date; Tranche 3 Milestone is not achieved within a 5 year period commencing on the date of issue of the Performance Rights (Milestone 3 Determination Date), then 30,000,000 Performance Rights held by the Holders will be automatically redeemed by the Company for the sum of $0.000001 per Performance Right within 10 business days of the Milestone 3 Determination Date; or Tranche 4 Milestone is not achieved within a 5 year period commencing on the date of issue of the Performance Rights (Milestone 4 Determination Date), then 30,000,000 Performance Rights held by the Holders will be automatically redeemed by the Company for the sum of $0.000001 per Performance Right within 10 business days of the Milestone 4 Determination Date; or 4145-01/1407832_1 108

(c) Conversion Procedure The Company will issue the Holder with a new holding statement for the Shares as soon as practicable following the conversion of the Performance Rights into Shares in accordance with condition 2(a). (d) Ranking of Shares 14.9 Incentive Share Plan The Shares into which the Performance Rights will convert will rank pari passu in all respects with existing Shares. The Company is seeking approval at its Annual General Meeting for the adoption of the ShareRoot Incentive Share Plan (Share Plan). The key terms of the Share Plan are as follows: (a) (b) (c) Eligibility: Participants in the Share Plan may be Directors, full-time and part-time employees of the Company or any of its subsidiaries (Eligible Participants) or, subject to the Share Plan, a selective nominee of an Eligible Participant (Participant). Administration of Share Plan: The Board is responsible for the operation of the Share Plan and has a broad discretion to determine which Participants will be offered Shares under the Share Plan. Offer: The Board may issue an offer to a Participant to participate in the Share Plan (Offer). The Offer: (i) (ii) (iii) (iv) (v) (vi) will invite application for the number of Shares specified in the Offer (Plan Shares); will specify the issue price for the Plan Shares or the manner in which the issue price is to be calculated; may invite applications for a loan up to the amount payable in respect of the Plan Shares accepted by the Participant in accordance with the Offer (Loan); will specify any restriction conditions applying to the Plan Shares; will specify an acceptance period; and specify any other terms and conditions attaching to the Plan Shares. (d) Issue price: The issue price of the Plan Shares shall be determined by the Board in its absolute discretion, which may be a nominal or nil amount. (e) Restriction Conditions: Plan Shares may be subject to restriction conditions (such as a period of employment) which must be satisfied before the Plan Shares can be sold, transferred, or encumbered (Restriction Conditions). Plan Shares cannot be sold, transferred or encumbered until any loan in relation to the Plan Shares has been repaid or otherwise discharged under the Share Plan. 4145-01/1407832_1 109

(f) Loan: A Participant who is invited to subscribe for Plan Shares may also be invited to apply for a Loan up to the amount payable in respect of the Plan Shares accepted by the Participant (Applicant), on the following terms: (i) the Loan will be interest free unless the Company and Applicant agree otherwise; (ii) (iii) (iv) (v) (vi) (vii) the Loan made available to a Participant shall be applied by the Company directly toward payment of the issue price of the Plan Shares; the Loan repayment date and the manner for making such payments shall be determined by the Board and set out in the Offer; a Participant must repay the Loan in full by the loan repayment date but may elect to repay the Loan amount in respect of any or all of the Plan Shares at any time prior to the loan repayment date; the Company shall have a lien over the Plan Shares in respect of which a Loan is outstanding and the Company shall be entitled to sell those Plan Shares in accordance with the terms of the Share Plan; a Loan will be non-recourse except against the Plan Shares held by the Participant to which the Loan relates; and the Board may, in its absolute discretion, agree to forgive a Loan made to a Participant. (g) (h) (i) Trustee: The Board may, in its absolute discretion, on or before the time of making an Offer, determine that Plan Shares offered to a Participant must be held by a trustee on trust for the benefit of the Participant. The trustee must hold the Plan Shares on trust for the benefit of the Participant in accordance with the Share Plan and the Offer (including any Restriction Conditions) and any trust deed entered into for the purposes of the Share Plan. Unfulfilled Restriction Condition: Where a Restriction Condition in relation to Shares is not satisfied by the due date, or becomes incapable of satisfaction in the opinion of the Board, the Company must, unless the Restriction Condition is waived by the Board buy back and cancel the relevant Plan Shares under Part 2J.1 of the Corporations Act. Sale of Shares to repay Loan: (i) A Loan shall become repayable in full where: (A) the Participant (or, where the Participant is a nominee of the Eligible Participant, that Eligible Participant) ceases to be an eligible employee for any reason (including death) and, at that time, there is a Restriction Condition that is unsatisfied or is incapable of being satisfied in the Board s opinion (and this Restriction Condition is not waived); 4145-01/1407832_1 110

(B) (C) (D) the Participant suffers an event of insolvency; the Participant breaches any condition of the Loan or the Share Plan; or a Restriction Condition in relation to Plan Shares subject to the Loan is not satisfied by the due date, or becomes incapable of satisfaction in the opinion of the Board (and is not waived). (j) (k) Power of Attorney: The Participant irrevocably appoints each of the Company and each director of the Company severally as his or her attorney to do all things necessary to give effect to the sale of the Participant s Plan Shares in accordance with the Share Plan. Share Plan limit: The Company must take reasonable steps to ensure that the number of Shares offered by the Company under the Share Plan when aggregated with: (i) (ii) the number of Shares issued during the previous 3 years under the Share Plan (or any other employee share plan extended only to Eligible Employees); and the number of Shares that would be issued if each outstanding offer for Shares (including options to acquire unissued Shares) under any employee incentive scheme of the Company were to be exercised or accepted, does not exceed 5% of the total number of Shares on issue at the time of an offer (but disregarding any offer of Shares or option to acquire Shares that can be disregarded in accordance with relevant ASIC Class Orders). (l) (m) (n) Restriction on transfer: Participants may not sell, assign or encumber or otherwise deal with a Plan Share until the Loan in respect of that Plan Share has been repaid and any Restriction Conditions in relation to the Plan Shares have been satisfied or waived. The Company is authorised to impose a holding lock on the Plan Shares to implement this restriction. Quotation on ASX: Unless the Plan Shares are subject to Restriction Conditions, the Company will apply for each Plan Share to be admitted to trading on ASX upon issue of the Share Plan Share. Quotation will be subject to the ASX Listing Rules and any holding lock applying to the Plan Shares. Rights attaching to Shares: Each Plan Share shall be issued on the same terms and conditions as the Company s issued Shares (other than in respect of transfer restrictions imposed by the Share Plan) and it will rank equally with all other issued Shares from the issue date except for entitlements which have a record date before the issue date. 14.10 Incentive Option Plan The Company is seeking Shareholder approval at its Annual General Meeting for the adoption of the ShareRoot Incentive Option Plan (Option Plan). The material terms and conditions of the Option Plan are as follows: 4145-01/1407832_1 111

(a) Eligibility and Grant of Options: The Board may grant Options (Plan Options) to any Director, full or part time employee, or casual employee, consultant or contractor who falls within ASIC Class Order 14/1000 (Class Order), of the Company or an associated body corporate (Eligible Participant) or, subject to the Option Plan, a selective nominee of an Eligible Participant (Participant). The Board may also offer Plan Options to a prospective Eligible Participant provided the offer can only be accepted if they become an Eligible Participant. Plan Options may be granted by the Board at any time. (b) (c) (d) (e) (f) Consideration: Unless the Options are quoted on the ASX, Plan Options will be issued for no more than nominal cash consideration. Conversion: Each Plan Option is exercisable into one Share in the Company ranking equally in all respect with the existing issued Shares in the Company. Exercise Price and Expiry Date: The exercise price and expiry date for Options granted under the Option Plan will be determined by the Board prior to the grant of the Options. Exercise Restrictions: The Plan Options may be subject to conditions on exercise as may be fixed by the Directors prior to grant of the Plan Options (Exercise Conditions). Any restrictions imposed by the Directors must be set out in the offer for the Plan Options. Lapsing of Options: An unexercised Plan Option will lapse: (i) (ii) (iii) (iv) (v) (vi) on its expiry date; if any Exercise Condition is unable to be met and is not waived, as determined by the Board; on the unauthorised dealing in, or hedging of, the Plan Option; if the Board deems that the Plan Option lapses due to fraud, dishonesty or other improper behaviour of the Eligible Participant; the Company undergoes a change of control or a winding up resolution or order is made and the Board does not exercise its discretion to vest the Plan Option; or subject to certain good leaver exceptions, where the Eligible Participant ceases to be an Eligible Participant. (g) (h) (i) Trust: The Board may, at any time, establish a trust for the sole purpose of acquiring and holding Shares in respect of which an Eligible Participant may exercise, or has exercised, vested Plan Options, including for the purpose of enforcing the disposal restrictions and appoint a trustee to act as trustee of the trust. Disposal of Options: Options will not be transferable except to the extent the Option Plan or any offer provides otherwise. Quotation of Options: Plan Options will not be quoted on the ASX, except to the extent provided for by the Option Plan or unless an offer provides otherwise. 4145-01/1407832_1 112

(j) (k) Disposal of Shares: The Board may, in its discretion, determine that a restriction period will apply to some or all of the Shares issued on exercise of Options, up to a maximum of seven (7) years from the date of grant of the Options. Participation in Rights Issues and Bonus Issues: There are no participating rights or entitlements inherent in the Plan Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Plan Options. (l) (m) Reorganisation: The terms upon which Plan Options will be granted will not prevent the Plan Options being re-organised as required by the Listing Rules on the re-organisation of the capital of the Company. Limitations on Offers: The Company must have reasonable grounds to believe, when making an offer in reliance on ASIC Class Order 14/1000, that the number of Shares to be received on exercise of Options offered under an offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made at any time during the previous 3 year period under an employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the offer. 14.11 Interests of Directors Other than as set out in this Prospectus, no Director or proposed Director holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in: (a) (b) the formation or promotion of the Company; any property acquired or proposed to be acquired by the Company in connection with: (i) (ii) its formation or promotion; or the Offers; or (c) the Offers, and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to a Director or proposed Director: (d) (e) as an inducement to become, or to qualify as, a Director; or for services provided in connection with: (i) (ii) the formation or promotion of the Company; or the Offers. 14.12 Interests of Experts and Advisers Other than as set out below or elsewhere in this Prospectus, no: 4145-01/1407832_1 113

(a) (b) (c) person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus; promoter of the Company; or underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue, holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in: (a) (b) the formation or promotion of the Company; any property acquired or proposed to be acquired by the Company in connection with: (i) (ii) its formation or promotion; or the Offers; or (c) the Offers, and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of these persons for services provided in connection with: (d) (e) the formation or promotion of the Company; or the Offers. Foster Stockbroking has acted as lead manager of the Company. The Company estimates it will pay Foster Stockbroking $300,000 (excluding GST for these services). During the 24 months preceding lodgement of this Prospectus with ASIC, Foster Stockbroking has received $30,025 from the Company for their services. BDO Corporate Finance (WA) Pty Ltd has acted as Investigating Accountant and Independent Expert and has prepared the Investigating Accountant s Report which is included in Section 11 of this Prospectus. The Company estimates it will pay BDO Corporate Finance (WA) Pty Ltd a total of $38,270 (excluding GST) for the Investigating Accountant s Report as well as the Independent Expert s Report that was included with the notice of meeting for the Annual General Meeting for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, BDO Corporate Finance (WA) Pty Ltd has not received any fees from the Company for any other services. BDO Audit (WA) Pty Ltd has received $68,950 for their services as auditor of the Company during the preceding 24 months from lodgement of this Prospectus. Steinepreis Paganin has acted as the solicitors to the Company in relation to the Offer. The Company estimates it will pay Steinepreis Paganin $80,000 (excluding GST) for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin has received $59,110 from the Company for their services. 4145-01/1407832_1 114

14.13 Consents (a) Other than as set out below, each of the parties referred to in this Section 14.13: (i) does not make, or purport to make, any statement in this Prospectus, nor is any statement in this Prospectus based on any statement by the relevant party; (ii) (iii) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of the party; and did not authorise or cause the issue of all or any part of this Prospectus. (b) (c) (d) (e) (f) Foster Stockbroking has given and has not, before lodgement of this Prospectus with ASIC, withdrawn its consent to be named in this Prospectus as financial and corporate adviser to the Company and lead manager to the Public Offer in the form and context in which it is named. Foster Stockbroking has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC. Steinepreis Paganin has given and has not, before lodgement of this Prospectus with ASIC, withdrawn its consent to be named in this Prospectus as Australian lawyers to the Company in relation to the Offers. BDO Corporate Finance (WA) Pty Ltd has given its written consent to being named as Investigating Accountant of the Company in this Prospectus and to the inclusion of the Investigating Accountant s Report in Section 11 of this Prospectus in the form and context in which the information and report are included. BDO Corporate Finance (WA) Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with ASIC. BDO Audit (WA) Pty Ltd has given its written consent to being named as auditor of the Company in this Prospectus and to the inclusion of the audited financial numbers for the Company in the Investigating Accountant s Report in Section 11 of this Prospectus in the form and context in which the information is included. BDO Audit (WA) Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with ASIC. Armanino LLP has given its written consent to being named as auditor of ShareRoot in this Prospectus and to the inclusion of the audited financial numbers for ShareRoot in the Investigating Accountant s Report in Section 11 of this Prospectus in the form and context in which the information is included. Armanino LLP has not withdrawn its consent prior to lodgement of this Prospectus with ASIC. 14.14 Expenses of the Offer The total expenses of the Offers (excluding GST) are estimated to be approximately $718,813 (if the Public Offer is fully subscribed) and are expected to be applied towards the items set out in the table below: 4145-01/1407832_1 115

Item of Expenditure Notice of meeting preparation, reports, legal and meeting expenses $3,000,000 Minimum Subscription under Offer ($) $5,000,000 full subscription under Offer ($) $90,000 $90,000 ASIC fees $2,320 $2,320 ASX fees $56,493 $61,493 Capital raising fees $180,000 $300,000 Legal fees, accounting, audit and due diligence Miscellaneous fees including Printing and Distribution $245,000 $245,000 $20,000 $20,000 TOTAL $593,813 $718,813 14.15 Continuous disclosure obligations The Company is a disclosing entity (as defined in Section 111AC of the Corporations Act) and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company will continue to be required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company s securities. Price sensitive information will be publicly released through ASX before it is disclosed to shareholders and market participants. Distribution of other information to shareholders and market participants will also be managed through disclosure to the ASX. In addition, the Company will post this information on its website after the ASX confirms an announcement has been made, with the aim of making the information readily accessible to the widest audience. 14.16 Governing law The Offers and the contracts formed on return of an Application Form are governed by the laws applicable in Western Australia, Australia. Each person who applies for Securities pursuant to this Prospectus submits to the non-exclusive jurisdiction of the courts of Western Australia, Australia, and the relevant appellate courts. 4145-01/1407832_1 116

15. DIRECTORS AUTHORISATION This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors. In accordance with section 720 of the Corporations Act, each Director and Proposed Director has consented, and as at the date of this Prospectus has not withdrawn his consent, to the lodgement of this Prospectus with the ASIC. Gary Steinepreis Director For and on behalf of Monto Minerals Ltd 4145-01/1407832_1 117

16. GLOSSARY Where the following terms are used in this Prospectus they have the following meanings: $ means an Australian dollar. Acquisition means the purchase of 100% of the issued capital in ShareRoot by the Company in accordance with the HOA and the Merger Agreement. Advisors means Foster Stockbroking, Scott Mison and NWR Communications Pty Ltd (or their nominees). Advisor Offer has the meaning given in Section 2.3(c) of this Prospectus. Advisor Options means the options proposed to be offered to the Advisors on the terms set out in Section 14.4 of this Prospectus. Annual General Meeting means the general meeting of the Company to be held on 27 November 2015, which seeks Shareholder approval for the matters set out in the Notice of Meeting (including the Essential Resolutions). Applicant means a person who has submitted an Application Form. Application means an application for Securities made on an Application Form. Application Form means the application form attached to or accompanying this Prospectus relating to the Offers. ASIC means Australian Securities & Investments Commission. ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it as the context requires. ASX Listing Rules means the official listing rules of ASX. ASX Settlement Operating Rules means the operating rules of the ASX Settlement Facility (as defined in Rule 1.1.1 and Rule 1.1.2 of the ASX Settlement Operating Rules) in accordance with Rule 1.2 which govern, inter alia, the administration of the CHESS subregisters. Board means the board of Directors as constituted from time to time. Capital Raising Options means the options proposed to be offered to the Advisors on the terms set out in Section 14.3 of this Prospectus. CHESS has the meaning given in Section 7.10 of this Prospectus. Closing Date means the closing date of the Offers as set out in the indicative timetable in the Investment Overview in Section 3 of this Prospectus (subject to the Company reserving the right to extend the Closing Date or close the Offers early). Company, MOO or Monto means Monto Minerals Ltd (ACN 063 144 865). Conditions means the conditions to the Offers set out in Section 2.4 of this Prospectus. 4145-01/1407832_1 118

Consideration Offer has the meaning given in Section 2.3(a) of this Prospectus. Consideration Securities means the Consideration Shares and Performance Rights. Consolidation means a 1 for 45 consolidation of Securities and for which Shareholder approval is being sought at the General Meeting. Constitution means the constitution of the Company. Corporations Act means the Corporations Act 2001 (Cth). Directors means the directors of the Company at the date of this Prospectus. Essential Resolutions means those Shareholder resolutions referred to in Section 6.6 of this Prospectus to be considered at the General Meeting, as described in further detail in the Notice of Meeting. Foster Stockbroking or Lead Manager means Foster Stockbroking Pty Ltd. HOA has the meaning given at Section 6.1. Merger Agreement means the agreement and plan of merger dated 23 October 2015 between the Company, ShareRoot Acquisition Corp. (a wholly owned subsidiary of the Company), ShareRoot and Noah Abelson, as the ShareRoot stockholders representative. Minimum Subscription means the Company receiving Valid Applications for at least 30,000,000 Shares to raise at least $3,000,000. Notice of Meeting means the Notice of General Meeting and Explanatory Statement of the Company dated 23 October 2015 in relation to the General Meeting. Offers means the Public Offer and the Secondary Offers. Official List means the official list of ASX. Official Quotation means official quotation by ASX in accordance with the ASX Listing Rules. Option means an option to acquire a Share. Optionholder means a holder of an Option. Option Plan has the meaning given in Section 14.10. Performance Rights means a right to acquire a Share, subject to satisfaction of any performance milestones on the terms and conditions set out in Section 14.5. Performance Rights Holders means Noah Abelson and Marc Angelone. Platform or ShareRoot Platform has the meaning given in Section 6.4. Post-30 June ShareRoot Converting Loan Agreement has the meaning given in Section 13.3 of this Prospectus. Pre-30 June ShareRoot Converting Loan Agreement has the meaning given in Section 13.3 of this Prospectus. 4145-01/1407832_1 119

Proposed Directors means Noah Abelson, Marc Angelone, James Allchurch and Andrew Bursill. Prospectus means this prospectus. Public Authority means any government or governmental, semi-governmental, administrative, statutory, fiscal, or judicial body, entity, authority, agency, tribunal, department, commission, office, instrumentality, agency or organisation (including any minister or delegate of any of the foregoing), any self-regulatory organisation established under statute and any recognised securities exchange (including without limitation ASX), in each case whether in Australia or elsewhere. Public Offer has the meaning given on the cover page of this Prospectus. Recommendations has the meaning given in Section 12.1. SaaS means Software as a Service. Section means a section of this Prospectus. Securities means all securities of the Company, including a Share, an Option or a Performance Right (as the context requires). Settlement means settlement of the Acquisition in accordance with the terms of the HOA and Merger Agreement. Share means a fully paid ordinary share in the capital of the Company. Shareholder means a holder of one or more Shares. Share Plan has the meaning given in Section 14.9. Share Registry means Link Market Services Limited (ABN 14 127 175 946). ShareRoot means ShareRoot Inc. a company incorporated in Delaware, United States of America. ShareRoot Lender Offer has the meaning given in Section 2.3(b) of this Prospectus. ShareRoot Lenders means each lender that has entered into a Post-30 June ShareRoot Converting Loan Agreement. ShareRoot Platform has the meaning given in Section 6.3. ShareRoot Share means a fully paid ordinary share in the capital of ShareRoot. ShareRoot Shareholders means a holder of one or more ShareRoot Shares. UGC means user generated content. US means the United States of America. Valid Application means a valid and complete Application to subscribe for Shares under the Offers, accompanied by the appropriate Application money in full. 4145-01/1407832_1 120

Vendors means Noah Abelson, Marc Angelone and those parties who will also become shareholders of ShareRoot on conversion of the Pre-30 June ShareRoot Converting Loan Agreements. WST means Western Standard Time as observed in Perth, Western Australia. 4145-01/1407832_1 121