9 September 2015 KILLARA RESOURCES LIMITED TO ACQUIRE 100% of AUSTRALIA S NUMBER ONE DO IT YOURSELF PROPERTY SALE WEBSITE ASX Code: KRA Issued Capital: 152.48M Fully Paid Shares 15.6M Options (Unlisted) 31.5M Deferred Consideration Shares (Unlisted) 7.5M Performance Share Rights (Unlisted) Matthew Driscoll Chairman Robert Kipp Non-Executive Director Reza Zulkarnaen Executive Director Wim Zulkarnaen Executive Director Leah Watson Company Secretary Level 3 North building 333 Collins Street Melbourne, VIC 3000 T: +61 3 9629 3898 F: +61 3 9629 4898 www.killararesources.com BUYMYPLACE.COM.AU (ASX: KRA) ( Killara or Company ) has signed a binding Heads of Agreement with Buy My Home Pty Ltd ( buymyplace ) for the acquisition by Killara of the entire issued capital of buymyplace. buymyplace.com.au is Australia s leading dedicated self-managed home sale website for home sales in the Australian market. buymyplace.com.au allows property owners the opportunity of saving thousands of dollars in real estate agent fees and marketing costs by allowing home owners to market their own property using online marketing channels. At a cost of $650 property owners can market their property for sale via multiple online channels and receive up to 4 hours of professional sales support, saving property owners thousands of dollars. Highlights Killara to acquire 100% of self-managed, home sale property focused website www.buymyplace.com.au.. Operational since 2009 this business now has annual revenues of approximately $1 million and net profits of approximately $200,000 in the past two financial years. Approximately $4.8 million has been invested in buymyplace.com.au by private investors to date on the development of the business and technology platform. buymyplace has operated successfully and has listed over 8,600 properties for sale since its inception in 2009.
buymyplace.com.au has first mover advantage in relation to the growing market of the self-managed, home sale property segment. buymyplace plans to increase marketing efforts in growing the self-managed home sale segment and thereby continue to service this segment as a market leader. buymyplace has been operating successfully over the past five years with total listed properties in the 2015 financial year of 1,804. Currently there are 2,060 active listings, proving that a real need exists in the property market for this service offering. Significant additional revenue opportunities exist through the continued development of a further range of downstream products and services for the target market audiences of both property vendors and buyers. Patersons Securities Limited, one of the nation s largest full service stockbroking and financial planning service firms has been appointed Lead Manager for a proposed capital raising under a full form prospectus. Summary Subject to shareholder approval, Killara will acquire buymyplace in late 2015, via the issue of 25,000,000 Killara shares on a post consolidation basis and 15,000,000 performance shares (post consolidation), to be issued to the shareholders of buymyplace. As part of the acquisition, Killara is proposing to undertake a consolidation of its issued capital. The consolidation ratio has not yet been set, but it is intended that Killara will consolidate its shares such that the share price following completion of the consolidation will be at least $0.20. The Company will then re list as Buymyplace.com.au Ltd. Killara will appoint Mr Cameron Fisher, the current buymyplace Managing Director and Mr Peter Butterss to its Board. Killara Chairman, Mr. Matthew Driscoll, said Buymyplace.com.au was a significant opportunity for the Company to capitalize on the potential growth in Australia s self-managed home sale property market segment. buymyplace.com.au is an online business that provides a complete range of real estate agency services to consumers who wish to sell their home and avoid agent commissions and associated marketing costs. Killara believes it could become one of Australia s leading online property services business. Less than 2 per cent of residential sales in Australia are by owners directly, whereas in the U.S. and in Canada, it is approximately 20-30 per cent respectively. This representing what we believe to be an attractive disruption opportunity for investors using an online presence in a traditional market. The acquisition is attractively priced for Killara shareholders and buymyplace has a solid, sensible and strong growth plan that will allow it to significantly increase its business in this expanding market segment, Mr. Driscoll said. Following a capital raising to be managed by Patersons Securities Limited, buymyplace will conduct a national marketing and branding campaign to expand and grow its business and develop new and yet untapped revenue streams. Page 2 of 2
Background buymyplace.com.au was established in 2009. To date, the business has focused on the development of the necessary technology and product alliances to be ready to expand and grow the platform on a larger scale. Under the supervision of Mr. Cameron Fisher as Managing Director the company has delivered net profits in both 2014 and 2015 (based on unaudited accounts), and now seeks to expand its presence in the self-managed home sale segment of the Australian property market. buymyplace.com.au is the top self-managed home sale property portal website despite having minimal capital spent on marketing. A strong and experienced property, technology and marketing focused board has been assembled and the business is now ready for full scale expansion and growth. buymyplace.com.au currently has: 2,060 active property listings Over 23,000 monthly unique visitors Approximately 8,600 properties listed since the company s inception Established, robust and scalable web platform The base services offered to property vendors by buymyplace.com.au include: A listing of the property on all major real estate websites. A For Sale board Printable colour e-brochures, and Up to 4 hours of professional support with a buymyplace.com.au vendor advocate. Upgrade options include professional photography for display boards. currently offered to property vendors include: Additional services An on-site auction service Professional negotiations Professionally conducted open for inspections Sales contracts and conveyancing, and Sworn Valuations Page 3 of 9
The Australian Property Market Property as a stand-alone industry is now larger than mining, home ownership, or financial services, having almost doubled its contribution to Australian gross domestic product in the last decade. On average, the Australian property market lists over 600,000 properties for sale each year. Assuming that they all agreed to use an estate agent and pay a fee of 2.0% plus GST, and taking into account the current average value of homes in Australia at $525,000, the amount spent on agent fees would equate to almost $7 billion, or $11,500 per house sale, not including expensive marketing campaigns that alone cost vendors many more thousands of dollars. buymyplace allows customers to market their properties online and save thousands of dollars on marketing campaigns and agent fees. Independent research commissioned by buymyplace indicates that 25% of Australian property owners want an alternative to the normal practice of hiring an estate agent to sell their largest asset. This is the segment of the Australian property market that buymyplace is targeting, with the simple value proposition to customers It helps customers save money The Australian Rental Market buymyplace also sees enormous opportunity in the self-lease market as more and more landlords look to save on agent s letting and management fees providing them with greater returns and control of their asset. Whilst buymyplace has only recently entered this market the results have been very encouraging, with investment property stock being continually released to the market, buymyplace sees this opportunity as a very strong revenue stream going forward. buymyplace - Growth Plan To date buymyplace has focused on the development of a robust IT technology platform and the critical mass of national property listings, with present property listings of 2,060. It is now ready for large scale expansion and growth of its products and services into multiple revenue streams. Following this transaction, buymyplace will l aunch targeted marketing and brand awareness programs nationally to drive increased traffic to www.buymyplace.com.au. buymyplace has previously conducted small scale search engine optimization marketing campaigns to prove campaigning methodologies and business KPI s. These campaigns have created an immediate increase in direct traffic to the website thus proving up of the business model. The marketing plans moving forward will incorporate a myriad of online and social media platforms; in addition it will include and be supported by tradition advertising media campaigns. Page 4 of 9
Additional Revenue Streams www.buymyplace.com.au offers property vendors a single location to aid in selling their property privately. Whilst buymyplace already provides additional services for a fee such as auctions, open for inspections, buyer negotiation, the real estate market in general offers so many ongoing and future opportunities for buymyplace including the provision of services and joint ventures in in the mortgage market, removalists, conveyancing, tradespeople and property stylists, connection of services including gas, electricity, telephone and pay TV services, insurance, and vendor and buyer advocacy plus much, much more. Other Websites and Growth Opportunities In addition to owning the domain name www.buymyplace.com.au, buymyplace also owns the following domain names which it will look to potentially commercialise in due course: Buymyhome.com.au Buymyloan.com.au Buymyloan.co.nz Buymymortgage.com.au Buymyplace.com Buymyplace.co.nz Buymyplace.net.au Dreamplace.com.au Dreamprice.com.au Knock-knock.com.au Makememove.com.au Myhomesales.com.au Privatelist.com.au Privatelist.net.au Soldsoldsold.com.au Timetosell.com.au Yourdreaming.com.au Page 5 of 9
Terms Killara has entered into a binding Heads of Agreement with buymyplace. Under the Hea ds o f Ag reem ent, the major shareholders have agreed to sell their buymyplace securities to Killara, and to procure the remaining buymyplace security holders to sell their buymyplace securities to Killara. The consideration offered by Killara to acquire 100% of buymyplace is as follows: 1. Up to 25,000,000 fully paid ordinary post consolidation shares in the capital of Killara. K i l l a r a shares will be consolidated as part of the transaction to a share price of $0.20 each. 2. 15,000,000 performance shares on a post consolidation basis to buymyplace shareholders, each convertible into ordinary Killara shares as follows: Details Vendor Performance Shares Performance Milestones Performance Milestone 1 5,000,000 Upon achieving 8,000 property listings in a 12 month period. Performance Milestone 2 5,000,000 Upon $10 million Revenue in a 12 month period Performance Milestone 3 5,000,000 Upon $3 million EBITDA in a 12 month period In addition Killara (subject to shareholder approval) may issue up to or approximately the following Killara options and performance shares on a post consolidation basis, to directors/employees of buymyplace as follows: Options Amount Exercise Price Expiry Date Vesting Criteria / Performance Hurdle Employee Share Scheme Tranche 1 5,450,000 $0.25 5 years from Continued Employment 31 Tranche 2 5,450,000 $0.30 issue 5 years from Dec Share 2016 price >$0.30 Tranche 3 5,450,000 $0.35 issue 5 years from Share price >$0.40 16,350,000 issue Performance Shares Employee Performance Milestones Performance Shares Performance Milestone 1 5,450,000 Upon achieving 8,000 property listings in a 12 month period Performance Milestone 2 5,450,000 Upon $10 million Revenue in a 12 month period Performance Milestone 3 5,450,000 Upon $3 million EBITDA in a 12 month period Further details of the performance shares and their terms will be provided in the Notice of Meeting which will be sent to all shareholders in due course. The terms of the performance shares are subject to ASX approval. Page 6 of 9
Completion of the transaction is subject to a number of conditions precedent, including: (a) (b) (c) (d) (e) (f) (g) Killara shareholders approving the limited share buyback and sale of its Indonesian assets. A separate Notice of Meeting will be dispatched soon to shareholders in respect of this transaction. Killara obtaining all necessary shareholder approvals required to implement the transaction (Including under listing rule 11.1.3 and for the consolidation of capital); K i l l a r a completing a capital raising pursuant to a prospectus of an amount to be agreed by Killara and buymyplace, at an issue price of $0.20 per share; Killara entering into binding sale agreements with all of the buymyplace security holders (including a confirmation that the existing buymyplace shareholders agreement is no further effect), and the relevant parties entering into ASX escrow agreements (if required); The establishment and approval of a Long Term Incentive Plan for the options and performance shares as detailed above; Killara conducting confirmatory due diligence on the technological efficacy of buymyplace s website platform, legal and financials; and Killara re complying with the ASX listing rules. Notwithstanding that the Heads of Agreement is legally binding, the parties have agreed to enter into a formal agreement to fully document the terms of the acquisition, including warranties regarding buymyplace from the buymyplace shareholders who are involved in the management of buymyplace. As noted above, the transaction is also conditional on all buymyplace security holders entering into binding sale agreements in respect of their buymyplace securities. Change of activities The proposed acquisition of buymyplace will constitute a change in the nature and scale of Killara s activities from minerals exploration in Indonesia and Australia to online property services. In this circumstance, Killara will be required, pursuant to Listing Rule 11.1.2, to obtain approvals from its shareholders at a general meeting expected to be held in mid-november ( General Meeting ). A Notice of Meeting and Explanatory Statement containing further information is expected to be dispatched in accordance with the indicative timetable below. Killara will also be required, pursuant to Listing Rule 11.1.3 to re-comply with Chapters 1 and 2 of the ASX Listing Rules. Killara securities will be suspended from trade on the date of the General Meeting and (subject to shareholder approval being obtained) will remain suspended until Killara has complied with Chapters 1 and 2 of the ASX Listing Rules and the acquisition of buymyplace has been completed. Page 7 of 9
Indicative Timetable Event Date* Announce Transaction 9 September 2015 Formal Agreement Late September 2015 Dispatch Shareholder Meeting Documentation (including Expert s report) Mid October 2015 General Meeting Mid November 2015 Re comply with Listing Rules 1 and 2 Late November 2015 * Shareholders should note that the above timetable is indicative only and may change. The Company will keep shareholders updated on the timing of the implementation of the transaction as it progresses Capital Raising The Company will undertake a capital raising of an amount to be agreed between Killara and buymyplace in consultation with the lead manager, P a t e r s o n s S e c u r i t i e s L i m i t e d, at an issue price of at least $0.20 per share, as part of the acquisition. Further details of the capital raising will be announced in the near future and a pro forma capital structure included in the Notice of Meeting. Proposed Board As part of the transaction it is proposed that the Company will appoint the following directors: Cameron Fisher Current Managing Director of buymyplace.com.au and proposed Executive Director Cameron is highly qualified in his profession, and was previously a director of some of Australia s leading real estate companies. He holds an array of qualifications, including: Fully Licensed Real Estate Agent Diploma in valuations (distinction) Fully Accredited Auctioneer with Over 5000 Successful Auctions under his belt Advisor to Leading Institutions, Developers, Accountancy Practices and Law Firms Peter Butterss Proposed Non-Executive Director Peter is an entrepreneur with experience commercialising and growing both disruptive and traditional businesses. He has successfully guided businesses in disciplines such as Information Technology Recruitment, Property and Business Transformation. He began his involvement with buymyplace in 2008 as the CEO and guided the company through the initial start-up phase. Most recently Mr Butterss had presided over his family group of companies within the Property and Page 8 of 9
Human Capital Management sectors. In addition Peter was a founding member of an ITrecruitment consortium firm ultimately known as Ambit Group Pty Ltd, which was sold to ASX-listed Peoplebank Limited for $100 million in December 2007 It is intended that Mr. Matthew Driscoll and Mr. Robert Kipp, both existing directors of K i l l a r a, will stay on as a Non Executive directors, both of whom have been instrumental in bringing this transaction to the benefit of Killara shareholders. Matthew has worked tirelessly on seeking to best outcome for the sale of the companies Indonesian assets whilst Robert Kipp has worked on sourcing new opportunities for Killara, inclusive of this transaction. The board believes the proposed acquisition and change of business post transaction are very positive and in the best interest of shareholders. For and on behalf of the Board, Matthew Driscoll Chairman For Investor Information, please contact: Matthew Driscoll Chairman Melbourne Head Office Phone: +61 3 9629 3898 Mobile: Australian Callers: 0417 041 725 Web: www.killararesources.com Page 9 of 9