HIREMII LIMITED — M&A Activity 2021

Nov 4, 2021

==> picture [108 x 32] intentionally omitted <==

ASX Announcement | 5 November 2021

Acquisition of Inverse Group

Technology-driven full-service labour-hire and recruitment company Hiremii Limited (ASX:HMI) (“Hiremii” or “the Company”) is pleased to announce that it has entered into a share purchase agreement to acquire 100% of the issued share capital of Inverse Group Pty Ltd (“Inverse Group”), a recruitment business with a focus in the energy, resource and digital sectors across Australia, New Zealand and South-East Asia (“Acquisition”).

The total purchase price for the acquisition of Inverse Group is up to A$1,500,000 (subject to certain performance milestones being achieved).

Highlights

	HiremiiLimitedInverse GroupPty LtdCombined
Registered / Contracted clientsActive clientsNumber of clients accounting for >40% revenueLabour-hire contractors deployedTwelve-month trailing unaudited revenue as at 30/9/2021	324577
	62430
	100
	9080170
	$6.4m$8.4m$14.8m

A word from the CEOs of Hiremii and Inverse Group

“The acquisition of Inverse Group expedites our access to market, is likely to provide additional organic revenue through cross selling across a larger portfolio of clients, substantially reduces client concentration risk and enhances capability across both businesses. Most of all I am thrilled to welcome Andrew Hornby and Chris Flint to our executive team; they bring with them a wealth of experience and are highly regarded in the industry. I look forward to working with them.”

Christopher Brophy

Hiremii Limited CEO

“This is a great opportunity for us to join an ASX listed company, utilising AI-backed technology to deliver industry leading recruitment outcomes. We are incredibly excited about being an early mover with this technology and the opportunity it presents for delivering a level of quality and service un-paralleled in the industry. We are also excited to join a strong, diverse leadership team and help support the future growth of the Hiremii Ltd.”

Andrew Hornby

Inverse Group CEO

Hiremii Limited - ACN 642 994 214 | Ground Floor, Building B, Garden Office Park, 355 Scarborough Beach Road, Osborne Park WA 6017 | t. 1300 280 061 - e. Info@hiremii.com

==> picture [108 x 32] intentionally omitted <==

Transaction Details

The total purchase price for the acquisition of Inverse Group is up to A$1,500,000 (subject to certain performance milestones being achieved) and comprises:

• “ ”

• • A$800,000 to be paid on completion ( Completion Payment );

• A$200,000 to be paid in or before March 2022 subject to Inverse Group achieving a twelve-month trailing reviewed or audited revenue of A$12,000,000 or more as at 31 December 2021;

• A$250,000 to be paid in or before June 2022 subject to Inverse Group achieving a twelve-month trailing reviewed or audited revenue of A$14,000,000 or more as at 31 March 2022; and

• A$250,000 to be paid in or before October 2023 subject to the Company achieving a twelve-month trailing audited revenue of A$16,000,000 or more as at 30 June 2023.

The Completion Payment will be funded via the Company’s existing cash reserves. The milestone payments will be subject to adjustments in respect to Inverse Group’s debt position as at completion.

The share purchase agreement is otherwise on customary terms and conditions for a transaction of this nature, including pre-completion obligations, termination rights, warranties provided by the parties and restraints on the sellers of Inverse Group.

Both Mr Andrew Hornby and Mr Chris Flint, of Inverse Group, will continue to be engaged in Inverse Group’s business and both parties have entered into executive service agreements with the Company pursuant to which (amongst other matters), the Company has agreed to grant:

990,000 Performance Rights to Mr Chris Flint, which will vest as follows:

• 165,000 Performance Rights will vest on 30 June 2022;

• 165,000 Performance Rights will vest upon Inverse Group achieving a twelve-month trailing reviewed or audited revenue of A$12,000,000 or more as at 31 December 2021; and

• 660,000 Performance Rights will vest upon Inverse Group achieving a twelve-month trailing reviewed or audited revenue of A$16,000,000 or more or reviewed or audited EBITDA of A$700,000 or more as at, or prior to, 30 June 2023.

2,010,000 Performance Rights to Mr Andrew Hornby, which will vest as follows:

• 335,000 Performance Rights will vest on 30 June 2022;

• 335,000 Performance Rights will vest upon Inverse Group achieving a twelve-month trailing reviewed or audited revenue of A$12,000,000 or more as at 31 December 2021; and

• 1,340,000 Performance Rights will vest upon Inverse Group achieving a twelve-month trailing reviewed or audited revenue of A$16,000,000 or more or reviewed or audited EBITDA of A$700,000 or more as at, or prior to, 30 June 2023.

Completion of the Acquisition is subject to the satisfaction of certain conditions precedent, including the Company being satisfied of its due diligence investigations.

It is expected that completion of the Acquisition will occur on or around 15 November 2021.

Investor Enquiries: investors@hiremii.com

Media enquiries: chris@hiremii.com

Hiremii Limited - ACN 642 994 214 | Ground Floor, Building B, Garden Office Park, 355 Scarborough Beach Road, Osborne Park WA 6017 | t. 1300 280 061 - e. Info@hiremii.com

==> picture [108 x 32] intentionally omitted <==

Hiremii welcomes Inverse Group

Inverse Group is a multi-disciplinary, global recruitment and project partner within the energy, resources and digital sectors.

Leadership

==> picture [99 x 120] intentionally omitted <==

Andrew Hornby Chief Executive Officer – Inverse Group

Mr Hornby has extensive experience in supporting senior technical and executive level professionals., across the Digital and Resources industries throughout Australia, New Zealand, SEA and EME regions

==> picture [120 x 120] intentionally omitted <==

Chris Flint Executive Director – Inverse Group

Mr Flint has 19 years recruitment industry experience and a strong understanding of the Energy industry, specifically with Tier 1 operators and EPCMs. A specialist at growing and managing large contractor teams across white-collar disciplines including Management, Engineering, Project Services and Office Support. Highly experienced in both Contract and Permanent recruitment.

More about Inverse Group

==> picture [169 x 46] intentionally omitted <==

Project and execution partner across traditional power, oil and gas and renewable industries. We are highly experienced with operations across greenfield and brownfield projects, providing technical and corporate support throughout the whole project life cycle.

==> picture [169 x 46] intentionally omitted <==

The Inverse Resources team provide recruitment expertise for operators and contractors in the mining industry. Delivering permanent and contract source solutions, we believe in a customer focused experience for both client and candidates during the recruitment process.

==> picture [171 x 46] intentionally omitted <==

Partnering with organisations to help drive successful transformation and change management projects, implement data science and analytics capability, design automation and AI systems within their operations.

Hiremii Limited - ACN 642 994 214 | Ground Floor, Building B, Garden Office Park, 355 Scarborough Beach Road, Osborne Park WA 6017 | t. 1300 280 061 - e. Info@hiremii.com

==> picture [108 x 32] intentionally omitted <==

About Hiremii Limited (ASX:HMI)

Hiremii Limited (ASX:HMI) is a technology-driven full-service labour-hire and recruitment company with two core business components, Hiremii Recruitment Pty Ltd, a fixed fee recruitment business, and Oncontractor Pty Ltd, a recruitment and full-service labour-hire business, providing digitised employee onboarding and labour-hire services. Both companies use Hiremii’s cloud-based platform, which utilises machine learning and artificial intelligence to remove the tedious manual tasks associated with the recruitment and onboarding process, pre-vetting and shortlisting candidates based on employer’s specific requirements.

To learn more, visit: www.hiremiigroup.com

About Inverse Group

Inverse Group is a multi-disciplinary, global recruitment and project partner. Through Inverse Group’s unique network-driven approach, Inverse Group seeks to support clients with scaling their businesses, successfully executing their projects and enabling them to develop in emerging markets within the energy, resources and digital sectors.

To learn more, visit: www.inverse-group.com

Hiremii Limited - ACN 642 994 214 | Ground Floor, Building B, Garden Office Park, 355 Scarborough Beach Road, Osborne Park WA 6017 | t. 1300 280 061 - e. Info@hiremii.com