FMR RESOURCES LIMITED — Capital/Financing Update 2015

Dec 13, 2015

ASX ANNOUNCEMENT

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20 Howard Street Perth WA 6000 ACN 008 624 691 Tel: 08 6144 0590 Fax: 08 6144 0593

AGREEMENT TO ACQUIRE HUMAN RESOURCE CLOUD BASED PLATFORM NVOI LIMITED

14 December 2015

HIGHLIGHTS

Orrex Resources (ASX:ORX)(Orrex) has entered into a conditional Purchase and Sale Agreement (PSA) to acquire 100% of Nvoi Limited (Nvoi).

• Nvoi is a globally scalable, world first cloud–based platform for candidates and hiring managers in the on‐site white‐collar contingent (non‐permanent basis) workforce economy.

• Nvoi replaces the inefficient and high‐cost structure of existing staffing agencies and in‐ house practices for corporates.

• Nvoi can scale rapidly utilising the Salesforce platform (Salesforce[1] is a NYSE listed US$53bn cloud based enterprise software company). The Salesforce platform is one of the largest Platform as a Service (“PaaS”) giving Nvoi a huge advantage to execute its global rollout.

• The global white‐collar contingent workforce is estimated to be valued at more than US$3.2[2] trillion per annum. It is the fastest growing segment of the workforce globally. Today, the onsite contingent workforce has a market penetration of 25%‐30% in most developed economies, accelerating to closer to 5O% by 2020. Nvoi will address this global market.

• Nvoi has secured a notable board of directors to lead the global development of Nvoi; Mr Andrew Dutton will be Nvoi Chairman and Mr Tim Ebbeck will be a non‐executive director. Mr Dutton is also Chairman of SAI Global (ASX:SAI) and previously was executive management at Computer Associates, IBM and BEA Systems. Mr Ebbeck is Managing Director of Oracle ANZ.

• The management team is led by ex‐Oracle and Revelian executive Mr Warwick Kirby who heads a highly experienced team with a broad cross‐section of experience developed over many years in a variety of global technology businesses.

• Orrex/Nvoi combined have in excess of A$3 million in funds at this time, and are targeting a re‐compliance ASX listing in Q1 2016 with Orrex changing its name to Nvoi Limited. Further funding to assist with the global rollout of the business will be evaluated by the Board as the process and business develops.

Orrex Director Mr Jeremy Bond commented on the acquisition of Nvoi: “This is a very exciting opportunity for Orrex shareholders. Nvoi ticks all the boxes of a tech start‐up. It addresses a global market, has scalability operating on one of the world’s leading PaaS platforms being Salesforce, has completed a comprehensive beta test that attracted leading corporate signups and launches live in Q1 2016.”

1 Salesforce www.salesforce.com

2 Staffing Industry Analysts (17 March 2015) Barry Asin President – Executive Forum North America http://www.staffingindustry.com/eng/content/download/188359/7144537/2Tues_0830_Pac7_AsinBarry_ef15.pdf

“The hiring agencies still enjoy unrealistic margins and Nvoi will truly disrupt this global industry with its full‐stack employment of record solution with significant cost advantages and ease of hiring being key advantages.”

“Orrex looks forward to completing the transaction and a listing of Nvoi in Q1 2016.”

ANNOUNCEMENT

Orrex is pleased to announce it has signed a Purchase and Sale Agreement to acquire 100% of the shares in Nvoi.

The Nvoi transaction is subject to a number of conditions, including satisfactory completion of due diligence by Orrex and Nvoi, approval of shareholders and ASX approval to reinstatement of Orrex securities following completion of the acquisition.

Nvoi will launch a cloud‐based intermediation marketplace platform, developed on the global reach of the world‐leading Salesforce platform, to facilitate self‐service intermediation and employment‐ of‐record between candidates and hiring managers for non‐permanent white‐collar, on‐site work assignments – globally.

The Nvoi platform is uniquely positioned to better serve a growing market, estimated by staffing industry analysts to be more than US$3.2[3] trillion in global spend of employers on contingent staff of all types.

At the recent Financial Review’s Workforce and Productivity Summit[4] , President of the Business Council of Australia, Catherine Livingstone said: “Big Business will demerge, de‐bundle and outsource up to 40% of their workforce over the next two decades as workers increasingly mobilise themselves on demand”.

She continued: "Operating as part of an ecosystem means there is no longer a necessity for a business to have a permanent workforce for all of its needs, particularly for its specialist skills," and;

"Ubiquitous connectivity has enabled the market for labour to become global so a business can access high skilled resources from everywhere at short notice.”

Orrex’s acquisition of Nvoi will include the appointment of up to three independent non‐executive directors, comprising Andrew Dutton as Chairman, Time Ebbeck as Non‐Executive Director and a third NED to be announced shortly. The Executive Directors include Warwick Kirby (Group CEO) and co‐founders Mark Rowlands (SVP Global Growth) and Lindsay Rowlands (SVP Global Compliance). The current directors of Orrex Resources will stand down on completion of the acquisition. Additional background information on the proposed new directors is provided at the end of this release.

At completion of the acquisition and a change in Orrex’s name to “Nvoi Limited”, Orrex plans to divest its exploration interests.

“Nvoi Limited” will have a single focus in taking a cloud‐based marketplace and workforce management system for the global on‐site white‐collar contingent workforce to Australia and key international target markets, including selected regions of the US, and UK/EU, over FY 2016/2017.

ENDS

33 Staffing Industry Analysts (17 March 2015) Barry Asin President – Executive Forum North America

http://www.staffingindustry.com/eng/content/download/188359/7144537/2Tues_0830_Pac7_AsinBarry_ef15.pdf 4 Australian Financial Review (9 Dec 2015) http://www.afr.com/leadership/innovation/workforce‐and‐productivity‐summit‐dont‐blame‐ big‐business‐says‐bca‐president‐20151208‐gli3il

ABOUT NVOI

“changing the way we work”

Nvoi supports the changing way we work, using technology to side‐step the industry incumbents and deliver greater economic benefit and efficiency to candidates and hiring managers

Nvoi is empowering hiring managers to access the world’s best candidates on‐demand, where and when they need it ‐ simpler and faster than ever before. We recognise the global shift towards on‐ demand, on‐site contingent work, for non‐permanent work assignments with

“ 30% of company workforces now comprise non‐fulltime employees, growing to 50% by 2020”[5] and

“ 51% of hiring managers expect their need for contingent workers to keep growing over the next 3‐5 years”[6] .

In response to this trend, Nvoi will release the world’s first cloud‐based platform, for candidates and hiring managers engaged in the on‐site contingent workforce. We are delivering a global, trusted, convenient, efficient, online intermediation platform for contract workers and hiring managers to engage and interact.

The Nvoi platform will empower hiring managers to engage candidates directly for assignments whilst creating a place for candidates to manage their contingent career, validate their professional profile, reliable assignment of work‐flow, opportunity to negotiate the best pay rates directly with hiring managers, and be assured of accurate, on‐time payment for services, every time – putting the candidates in control of their contingent career and workflow for the first time.

The Nvoi platform solution is applicable to all established global staffing markets. Nvoi is firmly focused on user growth and market penetration, with Australia as the first release market and home‐base, prior to releasing the platform in the US and EU FY2016/17 .

Nvoi makes work flow .

5 Staffing Industry Analysts ‐ 2014 6 Deloitte ‐ 2015, Deloitte’s Global Human Capital Trends 2015 whitepaper

KEY PERSONNEL

Directors – to be appointed on completion of acquisition of Nvoi

Andrew Dutton – Non‐Executive Chairman

BSc, MAICD

Andrew is an experienced Chairman and Director, with an impressive career as CEO and executive leader with some of the largest global technology companies. He is also Chairman of SAI Global Ltd. (ASX: SAI) an applied information services company that helps organizations manage risk, achieve compliance and drive business improvement. Andrew’s roles have also included Senior Vice President and executive management for Computer Associates, IBM, Visa and BEA Systems.

Tim Ebbeck – Non‐Executive Director

BEc, FCPA

Tim is an experienced CEO, Director and Chairman with an impressive leadership portfolio including SAP, NBNCo and CPA Australia. He has transformed the local operations of some of the world’s largest companies focusing on people, teamwork, and making the right decisions at the right moment to deliver business success and is Managing Director of Oracle ANZ.

Executive Directors

Warwick Kirby – Group CEO

MBA, M.Ed. FAICD.

Warwick is an experienced CEO and Director with a track record of improving business performance in technology and cloud companies across multiple industries. For more than 20 years he has developed a strong reputation as a leader who brings a growth and results focus with analytical insights to solve key business challenges. He combines these abilities with a strong business and financial acumen, deep operational insights and organisational management skills to achieve transformational leadership for both enterprises and start‐ups including Oracle Corporation, CorVu, Revelian and SeventeenHundred.

Mark Rowlands – Senior Vice President, Global Growth

B.Bus

As Co‐Founder of Nvoi in 2013, drawing on his experience in the recruitment and staffing industry, Mark led the initial product development, go‐to‐market strategy and product validation project. Mark focuses on the growth and product development strategies to deliver an exceptional cloud‐ based solution for hiring managers and contingent workers, efficiently resolving the pain‐points in the experience of finding and engaging a contingent workforce. As SVP Global Growth he is responsible for new market assessment and product planning for Nvoi’s growth strategy in international markets.

Lindsay Rowlands – Senior Vice President, Global Compliance, Interim CFO

BA, MBA, MAICD, JP

As Co‐Founder Lindsay brings 40+ years’ experience across banking, venture capital, and private equity investee management in Australia while holding an Australian Financial Services License. Lindsay has a particular interest in adapting established and proven technology products and platforms to redesign established systems and processes for efficiency, accessibility, and economic gains. He has headed a number of Australian businesses, and has held senior corporate compliance roles in a number of industries since the early 1980’s.

A third Non‐Executive Director search is underway, and planned to be finalised as soon as practical.

TERMS OF THE AGREEMENT

Under the terms of the agreement Orrex will acquire 100% of the shares of Nvoi Ltd for the following consideration.

• a) 169,856,422 fully paid ordinary shares in the capital of Orrex; and

• b) 2,213,334 options in replacement of existing options in Nvoi; and

• c) Shares/options pro‐rata to those issued under the Nvoi Employee Share Ownership Plan up to 38m Orrex securities.

Founder and seed shares issued to the shareholders of Nvoi will be escrowed in accordance with ASX determination.

The above acquisition is conditional upon satisfaction or waiver of the following conditions precedent:

• Completion of due diligence,

• Shareholder approval,

• ASX reconfirming compliance with Chapters 1 and 2 of the ASX Listing Rules, and allowing recommencement of trading.

Re‐compliance with Chapters 1 and 2 of the ASX Listing Rules

As the transaction will constitute a significant change in the nature and scale of Orrex’s activities, the company will be required to re‐comply with the listing requirements set‐out in Chapters 1 and 2 of the ASX Listing Rules (including preparing a full form prospectus).

If the transaction proceeds Orrex intends to divest all of its existing mineral assets.

INDICATIVE TIMETABLE

The indicative timetable for completion of the transaction and Orrex’s re‐compliance with Chapters 1 and 2 of the ASX Listing Rules is outlined below:

Event	Date
Despatch Notice of Meeting	End January 2016
General Meeting	February 2016
Lodge Prospectus with ASIC and ASX	February 2016
Suspension of trading in the Company’s securities	February 2016
Offer under Prospectus opens	February 2016
Offer under Prospectus closes	March 2016
Completion of Nvoi acquisition and issue of shares under Prospectus	March 2016
Expected date for re‐quotation of the Company’s shares on ASX	March 2016

All dates will be finalised and contained in the Notice of Meeting

INDICATIVE CAPITAL STRUCTURE

On the basis that no other shares are issued by Orrex and the acquisition completes on the terms set‐out above, Orrex’s capital structure on a post‐acquisition basis will be as set out below:

Shareholders	Shares	Options
Orrex current issued Capital	73,369,336	2,500,000
NVOI shareholders1	169,856,422	2,213,334
TOTAL	243,225,758	4,713,334

Notes:

1 Excludes Employee Share Ownership Plan securities‐ maximum of 38m Orrex securities.

Shareholder and Media Contacts

Warwick Kirby ‐ CEO ‐ Nvoi Limited

Tel: 0424 504 925

Jeremy Bond ‐ Director ‐ Orrex Resources Limited

Tel: 02 9252 4293