MINREX RESOURCES LIMITED - AGM Information 2015

MinRex Resources NL ACN 151 185 867

Notice of Annual General Meeting to be held on Monday 23 November 2015 Explanatory Memorandum

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, PLEASE CONSULT A SUITABLY QUALIFIED PROFESSIONAL ADVISER.

NOTICE OF THE ANNUAL GENERAL MEETING TO BE HELD AT 10.30AM (WST) ON 23 NOVEMBER 2015 AT THE MEZZ, 1[st] FLOOR, THE VIC HOTEL, 226 HAY STREET, SUBIACO, WESTERN AUSTRALIA 6008

TO BE VALID, PROXY FORMS MUST BE RECEIVED BY THE COMPANY NO LATER THAN 10.30AM (WST) ON SATURDAY 21 NOVEMBER 2015

Section A - Directors’ Letter

Section B - Information on Hello Real Estate	Section B - Information on Hello Real Estate	5
1.	Introduction	5
2.	Current Operations and background to the Transaction	5
3.	Real Estate Industry	5
4.	Hello Real Estate Opportunity	7
5.	Other Information	12
Section C - Summary opportunity and considerations of the proposed transaction		15
1.	Summary opportunity of the proposed transaction	15
2.	Summary considerations of the proposed transaction	15
Section D - Notice of Annual General Meeting		17
1.	Agenda	17
2.	Voting exclusion statements	20
3.	Voting eligibility	22
4.	Voting in person	22
5.	Voting by proxy	22
Section E - Explanatory Memorandum		24
1.	Introduction	24
2.	Financial Statements and Reports	24
3.	Resolution 1 - Adoption of Remuneration Report	24
4.	Resolution 2 - Re-election of Director	25
5.	Resolution 3 - Reduction of capital and Consolidation of Partly Paid Shares	26
6.	Resolutions 4 and 5 - Issue of Options to the Partly Paid Shareholders	29
7.	Resolution 6 - Change of company type	32
8.	Resolution 7 - Adoption of new Constitution	32
9.	Resolution 8 - Significant change to activities	33
10.	Resolution 9 - Issue of Consideration Shares and Performance Shares to the Vendors	39

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11. Resolution 10 - Issue Shares upon conversion of Hello Convertible Notes	46
12. Resolution 11 - Issue of Placement Shares	47
13. Resolutions 12 to 15 - Election of Directors of the Company	49
14. Resolution 16 - Change of Company name	51
Section F - Glossary	52
1. Definitions	52
2. Interpretation	55
Annexure A Pro-forma Balance Sheet	56
Annexure B Terms of Options	59
Annexure C Risk Factors	60
Annexure D Terms of Performance Shares	64
Annexure E Independent Expert's Report	66
Annexure F Proxy Form	67

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Section A - Directors’ Letter

22 October 2015

Dear Shareholder,

In addition to those resolutions customary at every Annual General Meeting, following the announcement by MinRex Resources NL ( Company or MinRex ) on 8 July 2015 regarding the Company's proposal to acquire all of the issued share capital of Hello Real Estate Limited ( Hello Real Estate or Hello ) in consideration for an issue of the Company's shares ( Transaction ), the Company's Board of Directors ( Board ) have also included a number of resolutions that seek the approval of the Company's shareholders ( Shareholders ) for the Transaction and those related resolutions necessary to complete the transaction.

The Transaction is the culmination of an ongoing review by the Board to determine the most adequate strategy for the Company to enhance shareholder value. Given the overall results of the exploration programmes to date for the Company’s Deflector Extended and Heemskirk tenements, combined with the continuing general negative sentiment in the market towards junior mining companies, the Board believes the Transaction offers an opportunity to create shareholder value that is superior to the Company’s present activities.

Hello Real Estate is a fully licensed real estate agency in South Australia, Victoria, NSW and Queensland and has licence applications underway in the ACT and Western Australia. Hello has developed a fixed fee real estate service designed to assist vendors to sell their own homes. Hello works with vendors throughout the sale process from pricing and listing, through advertising and open homes, to conveyancing and settlement. As part of the offering, Hello has established relationships with partner service providers to ensure vendors receive a complete service for a fixed price. Hello provides its customer facing residential sales and marketing system through a network of independent Satellite Business Units ( SBUs ).

A summary of Hello Real Estate's structure and current activities, the consequences of the Company implementing the Transaction and various associated matters are set out in the Explanatory Memorandum accompanying this Notice of Meeting.

It is important that you read all the information set out in the attached documents and form your own view on the merits of the Transaction and the resolutions necessary to complete that transaction. If required, Shareholders should seek professional advice to take into consideration their personal circumstances. Shareholders are encouraged to read attached documentation and to attend the Annual General Meeting and vote on the Resolutions.

We refer you to the Independent Expert’s Report in Annexure E to this Notice of Meeting. In that Report, the Independent Expert has concluded that, in their opinion, the proposed transaction is fair and reasonable to Shareholders of MinRex. We commend this Report to you.

The Board believes the Resolutions are in the best interests of the Company and recommends Shareholders vote in favour of all Resolutions.

Yours faithfully,

==> picture [110 x 39] intentionally omitted <==

Simon Durack Executive Director

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Section B - Information on Hello Real Estate

1. Introduction

This Explanatory Memorandum is in several parts. This Section B contains information regarding Hello Real Estate and its business and assets and information regarding the proposed change in the Company's activities. Section C summarises the potential advantages and disadvantages for Shareholders of entering into the Transaction. Section E provides additional information on matters to be considered at the Meeting.

This meeting booklet should be read carefully and in its entirety.

2. Current Operations and background to the Transaction

2.1 MinRex

MinRex listed on the Australian Securities Exchange ( ASX ) in November 2011 with a focus of exploring and developing gold, base metal and tin projects in Australia and evaluating additional projects, both within Australia and overseas. MinRex has two principal projects in its exploration portfolio, the Deflector Extended Gold Project in Western Australia and the Heemskirk Tin Project in Tasmania.

Given the overall results of the exploration programs for both the Deflector Extended Gold Project and Heemskirk Tin Project, the Company has continued assessing a broad range of both exploration and alternative corporate opportunities that have the potential to complement or replace the existing tenement portfolio and enhance shareholder value. The past two years has seen an active program of assessments and a broad range of opportunities considered by MinRex.

This evaluation of opportunities has culminated in the announcement of the Transaction on the terms and conditions of the Share Purchase Agreement detailed in the meeting booklet. The Board believes the Transaction presents Shareholders an opportunity to create shareholder value superior to the existing exploration activities and more general opportunities available in the challenging junior resources sector.

2.2 Hello Real Estate

Hello Real Estate is a fully licensed real estate agency in South Australia, Victoria, NSW and Queensland and has licence applications underway in the ACT and Western Australia.

Hello has developed a fixed fee real estate service designed to assist vendors to sell their own homes. Hello works with vendors throughout the sale process from pricing and listing, through advertising and open homes, to conveyancing and settlement. As part of the offering, Hello has established relationships with partner service providers to ensure vendors receive a complete service for a fixed price.

Hello provides its customer facing residential sales and marketing system through a network of independent Satellite Business Units. Currently there are 12 SBUs licensed and operating in Australia.

3. Real Estate Industry

3.1 Introduction

Hello operates in the residential real estate industry in Australia by offering homeowners a “high tech/high touch” alternative to the traditional real estate agent when deciding to buy or sell a home.

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3.2 Residential Real Estate Industry in Australia

(a) Overview

In 2015 the Real Estate Industry generated revenue of $10 billion in Australia.[1] As a whole, the industry displays a low level of market share concentration. It is characterised by a small number of well-known franchises representing approximately 15% of total market share (residential and commercial real estate activities) and numerous small, self-employed agents and property managers.[2] According to data collected by the Australian Bureau of Statistics, businesses that make over $2 million only account for slightly more than 5% of industry participants.

(b)

Competitive Environment

The industry has low barriers to entry. Initial capital outlays are low and there is no need to hire staff for a small business. The largest barrier to entry is lack of reputation and presence. Geographical boundaries also present a barrier with many areas already serviced by a number of established firms with significant local knowledge. Operators have a high level of variable costs which reduces the opportunities to accrue economies of scale through expansion.[3]

(c)

Real Estate Industry Costs and Profitability

Industry profitability has declined over the past five years amid increasing competition putting downward pressure on commission rates. The proportion of industry revenue generated by property management has increased over the past five years. This is largely attributable to an increase in the number of renting householders caused by higher house prices. This trend is also evidenced by the decline in first home buyers as a proportion of total buyers. According to the Australian Bureau of Statistics, first home buyers made up an average 23.1% of all dwellings financed in FY10. This is expected to decline to 14% by FY16.[4]

Profit margins in the residential market have been under pressure due to higher competition resulting in discounting of commissions over the past five years. The effect of discounting has been partially offset by operators looking to attain economies of scale in the property management business. The industry is a service industry and as such relies heavily on labour. Over the past five years many industry participants have moved towards employing their sales staff on a commission only structure. A small increase in wages as a proportion of revenue is forecast over the five years to FY16 mainly due to higher house prices leading to an increase in commissions paid.[5] The key components of other expenses are marketing at approximately 10% and franchise fees at approximately 6%.[6]

(d)

Outlook

Favourable conditions in the real estate services industry are expected to remain over the next five years.[7] Overall residential housing prices are forecast to grow at 3% per annum over the five years to FY21.[8] Industry revenue is expected to grow to $11.7 billion in FY21 (compound annual growth rate of 2.8%).[9] Longer term growth is expected to be sustained by continued population growth and smaller average household sizes.[10]

1 'Real Estate Services in Australia: Market Research Report' produced by IbisWorld ( IbisWorld Report )

2 IbisWorld Report.

3 See the Independent Expert's Report in Appendix E for more information.

4 IbisWorld Report.

5 IbisWorld Report.

6 IbisWorld Report.

7 IbisWorld Report.

8 IbisWorld Report.

9 IbisWorld Report.

10 IbisWorld Report.

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Hello Real Estate Opportunity

4.1 Overview

Hello Real Estate is a fully licensed real estate agency in South Australia, Victoria, NSW and Queensland and has licence applications underway in the ACT and Western Australia.

Hello provides its customer facing residential sales and marketing system through a network of independent satellite business units. Currently there are 12 SBUs licensed and operating in Australia.

4.2 Timeline of Significant Events

An overview of the history of Hello Real Estate is set out below:

( 2009 ) Hello Real Estate was incorporated originally as a shelf company ‘Teckton Pty Ltd’ on 17 April 2009;
( 2011 ) Hello Real Estate adopted the name 'Hello Real Estate Pty Ltd' and commenced development of Hello Real Estate's business;
( 2013 ) Hello Real Estate carried out proof of concept trials in South Australia, followed by a formal launch in NSW in the second quarter of 2013;
( 2014 ) Hello Real Estate expanded its board and management team in May 2014, including appointing Mr Bob Lapointe as a Director and Chairman (bringing his considerable experience from business ventures such as KFC, Pizza Hut, Sizzler and Lone Star);
( 2014 ) In April 2014 Hello Real Estate Pty Ltd converted into an unlisted public company;
( 2014 ) Hello Real Estate entered into an agreement with George Patterson/Young & Rubicam ( GPY&R ) for GPY&R to take a 10% stake in Hello in return for $750,000 in advertising and marketing spend;
( 2015 ) Hello Real Estate entered into an exclusive license with BOSS Advantage for use of Hello's CRM software platform for Real Estate;
( 2015 ) Hello Real Estate entered into an Agreement with BidRhino to use their online auction platform branded as Hello Bid 'N' Buy;
( 2015 ) Hello Real Estate entered into an Agreement with Vow Financial (a Yellow Brick Road Subsidiary) to launch ‘Hello Finance’ offering mortgage products;
( 2015 ) Hello Real Estate entered into a share purchase agreement with MinRex relating to the Transaction;
( 2015 ) As at end of September 2015, Hello Real Estate had entered into license agreements with 12 licensees (i.e SBUs);
( 2015 ) The GPY&R Marketing Launch commenced in Sydney on the 24th August 2015 encompassing 6 Large Scale Billboards with Oooh Media, 85 Bus Back signs, Radio advertising on WSFM, 2UE, 2GB, 2CH;

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( 2015 ) Hello received 92 formal written applications in the month of September from individuals wishing to become SBUs with Hello.

4.3 Service Offerings

Hello’s fixed price real estate service is designed to cover the whole spectrum of the market from low cost sales to premium properties. To date, the key users of Hello’s service have been people who have had previous experience in selling properties with traditional real estate agents but are looking at ways to reduce the cost of selling whilst still having the support of an industry professional.

The Hello model also offers builders, developers, renovators and investors a dedicated hands-on licensed real estate sales agent to mentor the pre-sale and sale phase of their development or sale of an investment property.

To date Hello has sold 80+ properties. Following a recent marketing launch, over 200 new listings have been secured and placed on Hello’s website (www.hello.com.au).

Hello operates by partnering with SBUs to form a network of independent business owners, who deploy the Hello service offering in designated territories throughout Australia. Each SBU uses the Hello system and technology under license from Hello. SBUs then provide the property sales, auction and buyer services direct to clients. The people within each SBU who provide services to clients are known as ‘mentors’. Currently there are 12 SBUs operating in three states.

4.4 Services offered to Home Sellers

The key offering of Hello is a fixed fee service that assists vendors sell their own home. For a fixed fee, Hello clients will receive the following:

(a) a dedicated mentor from a locally operated SBU to guide the vendor through the sales process and to co-ordinate Hello's partner service providers;
(b) access to a fixed-fee funding option to finance pre-sale expenses provided by Thorn Money. Under the terms of the contract with Thorn the client is eligible for a Thorn Money 12 month loan for all of the Hello Fee if they have at least $30,000 equity in their property. The loan is repaid in full with interest at 9.5% on settlement of the sale;
(c) an on-site valuation from an independent and licensed valuer provided by Valuation Exchange ( Valex );
(d) CoreLogic/RP Data Report on all recent sales and current properties listed for sale in the area around the client’s property;
(e) a consultation with a stylist to help the vendor best present their home for sale. Hello has a group of local area independent stylists who provide advice on the basis of creating space and light within the property. They advise on de-cluttering, cleaning, painting and presentation;
(f) photography, floor plan and promotional materials, including high quality full colour brochures provided nationally by Open2View;
(g) a building inspection provided by Jim's Building Inspections, an Australian wide Building Inspection group;
(h) listing on Australian real estate portals including domain.com.au and realestate.com.au as well as hello.com.au and five other online platforms;
(i) assistance with scheduling open homes and mentoring by the local SBU mentor to prepare vendors to show their homes;

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(j) connection to HelloConnect proximity marketing within 30 metres of the 'for sale' signboard allowing interested parties to download property details and a contract for sale quickly and easily;
(k) access to the Hello Bid ‘N’ Buy online auction platform and process which also serves as an ‘Offer and Acceptance’ system for buyers who wish to present an offer on the property; and
(l) the services of a conveyancer to prepare the sales contracts and legal documents, to receive the deposit and to complete the settlement process for the client.

Vendors are responsible for preparing the house for sale, conducting home inspections and negotiations and acceptance of offers. The SBU mentor is on hand at all times to guide the vendor through these processes.

4.5 Fees for Home Seller Services

Clients can choose to pay the fixed fee (currently $9,990 for metropolitan areas and $7,990 for regional areas) in two progress payments of $1,500 on signing the contract with Hello, and a further $2,000 upon advertising the property for sale, with the balance on settlement of the property's sale. Alternatively, the client can utilise Hello’s agreement with Thorn Money (see above) who will provide a 100% loan for the fixed fee to be repaid upon the settlement of the property's sale.

Based on industry examples provided through CoreLogic/RP Data, IBIS and others; cost savings for Hello’s clients can range from 33% per transaction on the low end, to greater than 70% at the higher end, when compared to traditional advertised fee structures for selling property (such as engaging a franchise or independent operator).

For example, an agent's commission of 2% plus GST on a $1,000,000 property in Sydney would equate to $20,000 (excluding marketing, conveyancing, and GST). Currently for the same property, Hello would charge a fixed fee of $9,990 (including marketing, conveyancing, and GST).

As another example, an agent's commission of 2% on a $500,000 property in Regional NSW would equate to $10,000 (excluding marketing, conveyancing, and GST). Currently, Hello would charge a fixed fee of $7,990 (including marketing, conveyancing, and GST).

4.6 Services offered to Home Buyers

In addition to the Home Sellers offering, Hello also offers a service for parties looking to buy residential real estate. For a fixed fee of $9,990 (inc. GST), clients will receive the following:

(a) the services of a Hello Buyer Agent Mentor to source a suitable property to consider for purchase. Most clients of the Hello Buyers services up to the date of this notice are investors seeking properties to add to their portfolio. Many of these investors are self-managed superannuation funds and retirees, and so the service of the Hello Buyer Mentor is a positive adjunct to their investment strategy;
(b) a building inspection provided by Jim's Building Inspections on the property the client wishes to purchase;
(c) latest recent sales and 'on market' data from CoreLogic/RP Data for the area that the Buyer wishes to purchase a property in;
(d) a depreciation report by a compliant tax provider on the property;
(e) property searches, conveyancing and settlement procedures by a licensed Conveyancer; and
(f) a strata report/handover report (if required).

Further information regarding Hello Real Estate's business is available from the Hello Real Estate website accessible at http://www.hello.com.au.

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4.7 Satellite Business Units

Hello grants a licence to SBUs, which permits them to deliver Hello’s services for selling and buying residential real estate. This licence is granted by Hello Business Systems Pty Ltd ( HBS ), which is a wholly owned subsidiary of Hello. These licensed SBUs are set up as proprietary companies in which HBS has a 30% shareholding.

Once an SBU and HBS enter into a license agreement, Hello (i.e. through HBS) receives a once off licence fee (see below), the cost of which is dependent upon the type of business the SBU will operate. In exchange for the licence fee, HBS licenses the Hello brand, technology and sales system to the SBU and also provides support in business planning, marketing, prospecting, training and the use of the Hello technology platforms.

Each SBU operates within a designated geographical area which is agreed at the time the license is issued. Each SBU is an independent company. A Shareholders Agreement between HBS and the 70% shareholder sets out the operating relationship and how the SBU will be administered. Key terms of these agreements include:

(a) the 30% shareholding held by HBS shall not be entitled to receive any dividends;
(b) the board of the SBU must not consist of more than two directors, one of which will be the 70% shareholder (or its nominee) and the other to be approved by Hello;
(c) any change in ownership, issue of new capital, non-business related transactions or change to the business conducted by the SBU must be approved by a special resolution of the shareholders; and
(d) all working capital is to be provided by the 70% shareholder.

4.8 SBU licenses

Hello offers a license for three different types of SBU:

(a) Home Seller : this type of SBU provides services to home owners, builders and developers who are seeking to sell residential property. An initial licence fee of $30,000 (exc. GST) for one SBU or $50,000 (exc. GST) for two SBUs in adjoining geographical areas, is payable to Hello by the SBU's 70% shareholder. There are currently 11 Home Seller SBUs;
(b) New Homes : this type of SBU provides services to people selling new and off the plan homes. An initial licence fee of $45,000 (exc. GST) for one SBU is payable to Hello by the SBU's 70% shareholder. There are currently no New Home SBUs; and
(c) Home Buyer : this type of SBU provides services to people looking to buy residential property including owner-occupiers and investors. An initial licence fee of $45,000 for one SBU is payable to Hello by the SBU's 70% shareholder. Currently there is one Home Buyer SBU.

Hello has an agreement with the National Australia Bank to provide 50% of the finance to the SBU owners in respect of the initial licence fees.

4.9 Fee split

As noted above (see paragraph 4.3) a fixed fee is paid for Hello's services. This fixed fee is paid directly to HBS. Of the fixed fee paid by the client, HBS distributes the fixed fee as follows:

(a) 50% of the fixed fee is retained to pay for the costs associated with the delivery of the professional services on each transaction;
(b) a 3% marketing fee on each sale is paid into a collective fund to cover national and local marketing;

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(c) a 3% license fee on each sale is paid into a collective fund to cover head office administration costs; and
(d) the remaining 44% is distributed to the SBU's 70% shareholder.

In addition each SBU is required to pay an annual licence fee of $500 to cover the SBU's annual ASIC reporting requirements.

4.10 Hello Strategic Partnerships

In order to deliver a fully integrated service to clients, Hello has entered into agreements with the following service providers:

Role	Partner
Consumer Finance	Thorn Money (part of Thorn Ltd)
Valuation & Sales Data	VALEX/RP Data (CoreLogic Pty Ltd)
Online Auctions	BidRhino Pty Ltd
Licensed Building Inspections	Jim's Building Inspections Pty Ltd
Professional Home Styling	BG Property Styling Pty Ltd
Conveyancers	ThinkConveyancing Pty Ltd
Photography, floor plan and promotional materials	Open2View Pty Ltd

Hello has also entered into the following strategic partnerships that are not related to the services provided to clients under the fixed fee arrangement.

(a) GPY&R : Hello’s strategic marketing partner (and a shareholder in Hello); administrators of the SBU marketing fund (see paragraph 4.9);
(b) National Australia Bank Ltd : NAB provides finance to SBUs for upfront license costs (see paragraph 4.8);
(c) Vow Financial Pty Ltd : Hello has launched its Hello Finance service in partnership with Vow Financial, a member of the 'Yellow Brick Road' group of companies. Under the terms of the partnership between Hello Mortgage Services Pty Ltd and Vow Financial (see paragraph 5.1), dedicated Vow Financial brokers will trade under the Hello Finance brand and service Hello Real Estate customers and leads generated from buyers attending Hello Real Estate home sale inspections;
(d) Boss Advantage Pty Ltd : Technology partner (and a shareholder in Hello) who built the Hello CRM and lead generation platforms (see paragraph 4.11).

4.11 Hello Technology Platforms

(a) Evolve Customer Relationship Management (CRM) System

Evolve CRM is a business process management software system developed by Boss Advantage in Australia. Hello has the exclusive rights to use Evolve for real estate related applications in Australia and internationally. Evolve supports every aspect of the Hello business and is used by all SBUs to provide end-to end system management through the entire sales, transaction and property management process.

Evolve can also disseminate client property data direct to online property marketing websites such as realestate.com.au and domain.com through an XML feed.

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(b) FreeAgent CRM

In addition to the use of Evolve by Hello and the SBUs, Hello and Boss Advantage have released a white label product, based on Evolve, called FreeAgent. FreeAgent is being marketed to independent real estate agents who often lack the technological and process support provided to franchised real estate businesses (see paragraph 5.1(d)).

FreeAgent is marketed as a pay as you earn product, where a fixed fee is paid per property sold, plus a once off joining fee. Hello receives a fee of $195 for all transactions processed through the FreeAgent platform.

(c)

Hello Bid’N’Buy

Hello has entered into a joint venture with BidRhino Pty Ltd that allows Hello use of BidRhino’s online bidding technology (see paragraph 4.3). BidRhino is an online sales/auction technology that facilitates online auctions of properties available for sale. Hello presents the service as Hello Bid’N’Buy.

5. Other Information

5.1 Hello Real Estate Corporate Structure

Hello Real Estate is a public unlisted company and is a fully licensed real estate agency in South Australia, Victoria, NSW and Queensland, with applications for licences underway in the ACT and Western Australia. Hello Real Estate develops, owns and licenses intellectual property related to the sale, purchase and finance of residential property. Hello Real Estate grants licenses to use this intellectual property to its operating companies, allowing them to deliver the solution through key platforms and products.

A diagram showing the corporate structure of Hello Real Estate is set out below.

==> picture [426 x 104] intentionally omitted <==

(a) Hello Real Estate Limited : holds all intellectual property for the Group and collects the initial and subsequent license fees from SBUs;
(b) Hello Business Systems Pty Ltd : owns a 30% stake in, and provides support to, each SBU. SBUs provide services direct to clients (see paragraph 4.4 for more information regarding these services);
(c) Hello Mortgage Services Pty Ltd : has an agreement with VOW Financial to provide mortgage broking services. Hello Mortgage Services Pty Ltd receives a percentage of the VOW commission for providing leads (see paragraph 4.10(c) for more information regarding Hello Finance); and
(d) Realflo Pty Ltd: a wholly owned subsidiary of Hello Real Estate, however an agreement is being finalised to give BOSS Advantage Pty Ltd a minority stake in Realflo, plus profit rights, in exchange for an exclusive licence to the 'FreeAgent' product, and other intellectual property that BOSS Advantage is putting into Realflo Pty Ltd (see paragraph 4.11(b) for more information regarding FreeAgent).

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5.2 Proposed New Board and Management

It is proposed that as a result of the Transaction, Mr Robert M. Lapointe, Mr Philip Horan, Ms Tricia Mewett, and Mr Matthew Griffiths will be appointed directors of the Company, joining Mr Simon Durack. Following completion of the Transaction ( Completion ) Mr Robert Downey, Mr Anthony Schildkraut and Mr Emmanuel Heyndrickx will step down as directors of the Company.

It is the Company’s intention to employ additional employees and consultants once identified as the Company grows to focus on the Company’s key objectives.

Hello Real Estate comes with an experienced board of directors, management and technical team responsible for the operation of Hello Real Estate's business and ongoing technical development of Hello Real Estate's systems and business units.

5.3 Proposed New Board Members

Details in relation to the qualifications and experience of each of the proposed new directors and Hello Real Estate's executive team members are detailed below.

(a) Robert (Bob) Lapointe

Robert M. Lapointe’s business skills and marketing experience are legendary, having introduced and developed the franchising businesses of KFC, Pizza Hut, Sizzler and Lone Star Steakhouse and Saloon throughout Australia. Other business interests have included Carlovers Carwash, Australian Feed Company, Nebo Lodge Racing Stables, Lone Star Racing Syndicate plus various Board positions including The Thoroughbred Racing Board of NSW, TVN, and the Garvan Medical Research Foundation. He has also applied the same expertise energy and creativity in developing one of Australia’s premier thoroughbred spelling and training facilities ‘Muskoka Farm’ a magnificent 280acre property on the Hawkesbury River. Bob brings a lifetime of business development experience and networking skills to Hello Real Estate's business.

(b)

Philip Horan (Founder/Licensee)

Philip has over 30 years of experience in real estate development and investment across Australia, Malaysia and the Middle East. He has been involved in numerous property development projects including residential construction and renovations, subdivisions, residential investment, tourism and commercial development, including investment of over $50 million into the King Street Wharf Sydney development with Multiplex/Walker by Abu Dhabi and Dubai-based investors. Phil established and operated a business development and facilitation consultancy based in Dubai and operating throughout all GCC countries from 1991–2007. Clients included Amalgamated Holdings, Greater Union Cinemas, Rydges Hotels & Resorts, Val Morgan Cinema Advertising, FPD Savills/Byvan, Oceanis Australia, Austal Ships, Bega Cheese, Herron Pharmaceuticals, Foti Fireworks, Sheridan and many SME companies.

(c) Tricia Mewett (Sales Director/Licensee)

Trish has experience in operating her own franchise business for many years. Trish joined Hello Real Estate during the development and proof-of-concept stage, assisting to develop and co-author many of Hello Real Estate's systems and operational procedures. Trish developed the Mentor Training Course for induction and training of SBU owners and mentors. She is a fully licensed real estate agent in South Australia, Victoria, NSW & Queensland and provides ongoing training and support to Hello Real Estate's team members. Trish has been instrumental in developing strong supplier relationships with some of Hello Real Estate's most valued service providers. Trish provides the core ongoing support services to all SBU owners and their employed mentors.

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(d) Matthew Griffiths (Managing Director/CEO)

Matthew has over 25 years’ experience in general management and strategic advisory positions in the IT and Telecommunications industry across Europe, the USA and Asia. Matthew holds a Bachelor of Economics (Hons) from the University of Birmingham and qualified as a Fellow of the Chartered Institute of Management Accountants. In 2000 after substantial experience in the US, and Europe, he relocated to Australia. Matthew has worked with such companies as British Telecom (UK), EDS (US), and Perot Systems (US) in Senior Management and Executive positions, and was the recent CEO of Broadreach Services, an Australian Video Conferencing provider. In 2014, Broadreach was ranked 81st in the Top 501 of worldwide Managed Services Providers by MSP Mentor. Matthew brings to Hello Real Estate a wealth of hands-on experience in building high value companies, M&A, commercial negotiation and corporate re-structuring along with proven business development, strategic planning and implementation skills.

5.4 Proposed new management

Details in relation to the qualifications and experience of each of the proposed new directors and Hello Real Estate's executive team members are detailed below.

(a) Matthew Griffiths (Chief Executive Officer)

Matthew's qualifications and experience are summarised in paragraph 5.3(d) above.

(b) Fred Dubash (Chief Financial Officer)

Fred is a chartered accountant with over 30 years’ experience in finance and audit in UK, S E Asia & Australia. Fred started his career in UK in the audit profession and subsequently rising to partner. Prior to joining Hello Real Estate he held positions as CFO in listed & multinational companies in the manufacturing, electronics and IT industries. His role included all finance functions including treasury, risk management, corporate governance, internal controls, financial reporting and taxation. As Chief Financial Officer he was responsible for turnaround of a loss making company into profit and subsequently a sale to a listed company. For last 10 years Fred was Head of Finance at Acer Computer Australia where he was responsible for all finance functions, HR and all commercial matters in the organisation.

Fred holds a Bachelor of Commerce degree and is a member of the Institute of Chartered Accountants in Australia & New Zealand.

(c) James Hunt (Chief Marketing Officer)

James has over 20 years’ experience in business development within the advertising and marketing sectors, working across Europe, Asia and the Americas. As a business growth specialist, James has worked with and assisted some of the largest Brands in the world including, Google, HSBC, Unilever, Bayer, GE and Sony.

(d) Philip Horan (Corporate Development Director)

Phillip's qualifications and experience are summarised in paragraph 5.3(b) above.

(e) Tricia Mewett (Satellite Business Unit Director)

Tricia's qualifications and experience are summarised in paragraph 5.3(c) above.

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Section C - Summary opportunity and considerations of the proposed transaction

1. Summary opportunity of the proposed transaction

Whilst this Section is not a substitute for reading the entire booklet, the Board is of the view that the Transaction, if approved, presents the following opportunity:

(a) the Transaction provides Shareholders with exposure to an existing and expanding business, with the ability to provide short term revenues from established programmes;
(b) following Completion and the Capital Raising, the Company will be well capitalised and will use existing and additional funds raised to further the expansion of the Hello Real Estate business and for working capital purposes;
(c) by changing the nature of its activities, there will be a clear focus for the Company going forward;
(d) based on the overall exploration results of the Company’s current mining tenements and the current share market environment, the Board believes that there is a greater likelihood of restoring shareholder value by progressing with the Transaction, than if MinRex were simply to remain a junior explorer;
(e) a larger market capitalisation and enhanced Shareholder base should provide more liquid stock than is currently in the market; and
(f) following Completion, the Board will comprise a set of directors with experience and skills relevant to the Hello Real Estate business and capable of guiding the growth and development of the Company and the Hello Real Estate business, including an experienced Chair, Mr Robert LaPointe, supported by expert management team.

2. Summary considerations of the proposed transaction

Whilst this Section is not a substitute for reading the entire booklet, the Board are of the view that the Transaction, if approved, requires the following key considerations:

(a) the Company will be changing the nature of its activities to become a company focused on the technology enabled real estate industry, which may not be consistent with the objectives of current Shareholders that were seeking a mineral exploration investment;
(b) the issue of the Consideration Shares and Options and the Placement Shares and Options will have a dilutionary effect on the current holdings of Shareholders. Although existing Shareholders will continue to hold the same number of Shares in the Company before and after the issue of the Consideration Shares and Performance Shares to the Vendors and completion of the Capital Raising, the percentage of the total share capital of MinRex held by each current Shareholder will be reduced. Consequently, the voting power and influence over the affairs of the Company of current Shareholders will be reduced (see the table of current and proposed final interests contained in paragraph 9.8(d) of Section E);
(c) exposure to an established worldwide industry with differing risks and market regulatory procedures and multiple competitors and competing product ranges;

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(d) there are many risks associated with the change in the nature of the Company’s activities contemplated by Resolution 6. A summary of the main risk factors are set out in Annexure C to this meeting booklet; and
(e) the Company has engaged a number of advisors, lawyers and consultants to facilitate and report on the Transaction. If Shareholder approval for the Resolutions is obtained, the Company will also be required to bear the costs of the preparation of the documentation required to ensure compliance with the ASX Listing Rules and other statutory requirements and approvals necessary to complete the transaction.

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Section D - Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Shareholders of MinRex Resources NL ACN 151 185 867 ( MinRex or the Company ) will be held at The Mezz, 1[st] Floor, The Vic Hotel, 226 Hay Street, Subiaco, Western Australia 6008 on Monday, 23 November 2015 at 10.30am (WST).

The notice of meeting forms part of the meeting booklet which provides information on Hello Real Estate Limited and Section D which provides additional information on matters to be considered at the Annual General Meeting of Shareholders.

Defined terms used in this Notice of Meeting and Explanatory Memorandum have the meanings given to them in the Glossary in Section F.

1. Agenda

1.1 Item 1: Financial Statements and Reports

To receive and consider the annual financial statements, the directors’ report and the audit report of the Company for the year ended 30 June 2015.

Note: There is no requirement for shareholders to approve these reports.

1.2 Resolution 1: Adoption of Remuneration Report

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a Non-binding Resolution:

“ That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2015 .”

1.3 Resolution 2: Re-election of Director - Emmanuel Heyndrickx

To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:

“ That, for the purpose of clause 13.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Emmanuel Heyndrickx, a Director, retires by rotation, and being eligible, is re-elected as a Director .”

1.4 Resolution 3: Reduction of capital and consolidation of partly paid shares

To consider and, if thought fit, to pass, the following Resolution as a Special Resolution:

" That, conditional on Resolutions 4 through to 7 being passed, approval is given to the Company :

in accordance with sections 256B and 256C of the Corporations Act, the ASX Listing Rules and for all other purposes, to reduce the share capital of the Company by extinguishing the uncalled amount of 19 cents per share on 17,500,000 Partly Paid Shares; and
conditional on the Company extinguishing the uncalled amount of 19 cents per share on 17,500,000 Partly Paid Shares, in accordance with section 254(H)(1) of the Corporations Act, the Partly Paid Shares be consolidated by consolidating each 20 Partly Paid Shares into one Share,

on the terms set out in the Explanatory Memorandum ."

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1.5 Resolution 4: Issue of Options to non-associated partly paid shareholders

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

" That, conditional on Resolutions 3, 5, 6 and 7 being passed, approval is given to the Company in accordance with ASX Listing Rule 7.1 and for all other purposes, to issue to the Non-Associated Partly Paid Shareholders 19 Options for every 20 Partly Paid Shares (or part thereof) held by the Partly Paid Shareholders prior to the reduction of capital on the terms set out in the Explanatory Memorandum ."

1.6 Resolution 5: Issue of Options to Emmanuel Heyndrickx

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

" That, conditional on Resolutions 3, 4, 6 and 7 being passed, approval is given to the Company in accordance with ASX Listing Rule 10.11 and for all other purposes, to issue to Emmanuel Heyndrickx 19 Options for every 20 Partly Paid Shares (or part thereof) held by the Partly Paid Shareholders prior to the reduction of capital on the terms set out in the Explanatory Memorandum ."

1.7 Resolution 6: Change of company type

To consider and, if thought fit, to pass, the following Resolution as a Special Resolution:

" That, conditional on Resolutions 3, 4, 5 and 7 being passed, in accordance with section 162 of the Corporations Act and for all other purposes, approval is given to the Company for the Company to be converted from a public no liability company to a public company limited by shares, on the terms set out in the Explanatory Memorandum ."

1.8 Resolution 7: Adoption of new Constitution

To consider and, if thought fit, to pass, the following Resolution as a Special Resolution:

" That, conditional on Resolutions 3 through to 6 being passed and Resolution 6 taking effect, the new Constitution submitted to this Annual General Meeting and signed by the Chairman for identification purposes, be approved and adopted as the Constitution of the Company in substitution for the previous constitution of the Company, as described in the Explanatory Memorandum ."

1.9 Resolution 8: Significant change to activities

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

" That, conditional on Resolutions 3 through to 7 and 9 through to 16 being passed and Completion occurring, in accordance with ASX Listing Rules 11.1.2 and 11.1.3, the Company be permitted to make a significant change to both the nature and scale of its activities by entering into and performing its obligations in accordance with the provisions of the Share Purchase Agreement, on the terms set out in the Explanatory Memorandum ."

1.10 Resolution 9: Issue of Consideration Shares and Performance Shares to the Vendors

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

" That, conditional on Resolutions 3 through to 8 and 10 through to 16 being passed, in accordance with ASX Listing Rule 7.1 and with section 611, item 7 of the Corporations Act, the Company be permitted and authorised to issue the Consideration Shares and the Performance Shares to the Vendors at Completion in consideration for the transfer by the Vendors of all of the Sale Shares in accordance with the Share Purchase Agreement, on the terms set out in the Explanatory Memorandum ."

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1.11 Resolution 10: Issue Shares upon conversion of Hello Convertible Notes

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

" That, conditional on Resolutions 3 through to 9 and 11 through to 16 being passed, in accordance with ASX Listing Rule 7.1, the Company be permitted and authorised to issue up to 4,166,666 Shares to the holders of Hello Convertible Notes at an issue price of $0.12 per Share, on the terms set out in the Explanatory Memorandum ."

1.12 Resolution 11: Issue of Placement Shares

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

" That, conditional on Resolutions 3 through to 10 and 12 through to 16 being passed and receiving the necessary waivers from ASX, in accordance with ASX Listing Rule 7.1, the Company be permitted and authorised to issue up to 46,666,666 new Placement Shares pursuant to the Prospectus at a subscription price of $0.15 per Placement Share on the terms set out in the Explanatory Memorandum ."

1.13 Resolution 12: Election of Robert Lapointe as a Director of the Company

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

" That, conditional on Resolutions 3 through to 11 and 13 through to 16 being passed and Completion occurring, Robert Lapointe be elected as a Director of the Company with effect from Completion ."

1.14 Resolution 13: Election of Philip Horan as a Director of the Company

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

" That, conditional on Resolutions 3 through to 12 and Resolutions 14 to 16 being passed and Completion occurring, Philip Horan be elected as a Director of the Company with effect from Completion ."

1.15 Resolution 14: Election of Tricia Mewett as a Director of the Company

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

" That, conditional on Resolutions 3 through to 13 and Resolution 15 to 16 being passed and Completion occurring, Trish Mewett be elected as a Director of the Company with effect from Completion ."

1.16 Resolution 15: Election of Matthew Griffiths as a Director of the Company

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

" That, conditional on Resolutions 3 through to 14 being passed and Resolution 16 being passed and Completion occurring, Matthew Griffiths be elected as a Director of the Company with effect from Completion ."

1.17 Resolution 16: Change of Company name

To consider and, if thought fit, to pass, the following Resolution as a Special Resolution:

" That, conditional on Resolutions 3 through to 15 being passed and Completion occurring, in accordance with section 157(1)(a) of the Corporations Act, the name of the Company be changed from “MinRex Resources NL” to 'Hello Property Group Limited', on the terms set out the Explanatory Memorandum ."

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Voting exclusion statements

2.1 Resolution 1

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(c) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(d) the voter is the Chairman and the appointment of the Chairman as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chairman to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

2.2 Resolution 4

In accordance with the notice requirements of ASX Listing Rule 7.3.8 for approval under ASX Listing Rule 7.1, and ASX Listing Rule 14.11.1, the Company will disregard any votes cast on Resolution 4 by:

(a) the Partly Paid Shareholders;
(b) a person who might obtain a benefit, except a benefit solely in the capacity of a Shareholder, if the Resolution is passed; and
(c) any Associate of that person.

However, the Company will not disregard a vote if:

(d) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(e) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

2.3 Resolution 5

In accordance with the notice requirements of ASX Listing Rule 10.13.6 for approval under ASX Listing Rule 10.11, and ASX Listing Rule 14.11.1, the Company will disregard any votes cast on Resolution 5 by:

(a) Emmanuel Heyndrickx;
(b) a person who might obtain a benefit, except a benefit solely in the capacity of a Shareholder, if the Resolution is passed; and
(c) any Associate of that person.

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However, the Company will not disregard a vote if:

(d) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(e) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

2.4 Resolution 8

In accordance with the notice requirements of ASX Listing Rule 11.1.2 for approval under ASX Listing Rule 11.1.3, and ASX Listing Rule 14.11.1, the Company will disregard any votes cast on Resolution 8 by:

(a) a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed; or
(b) any Associates of that person.

However, the Company will not disregard a vote if:

(c) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(d) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

2.5 Resolution 9

In accordance with the notice requirements of ASX Listing Rule 7.3.8 for approval under ASX Listing Rule 7.1, and ASX Listing Rule 14.11.1 and the voting restrictions of item 7 section 611 of the Corporations Act, the Company will disregard any votes cast on Resolution 9 by:

(a) the Vendors;
(b) a person who might obtain a benefit, except a benefit solely in the capacity of a Shareholder, if the Resolution is passed; and
(c) any Associate of that person.

However, the Company will not disregard a vote if:

(d) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(e) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

2.6 Resolution 10

(a) a person who may receive Shares on the conversion of the Hello Convertible Notes;
(b) a person who might obtain a benefit, except a benefit solely in the capacity of a Shareholder, if the Resolution is passed; and
(c) any Associate of that person.

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However, the Company will not disregard a vote if:

(d) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(e) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

2.7 Resolution 11

(a) a person who may participate in the proposed Capital Raising;
(b) a person who might obtain a benefit, except a benefit solely in the capacity of a Shareholder, if the Resolution is passed; and
(c) any Associate of that person.

However, the Company will not disregard a vote if:

(d) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(e) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

3. Voting eligibility

The Directors have determined that the persons eligible to vote at the Meeting are those who are registered Shareholders at 10.30am on Saturday, 21 November 2015.

4. Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

5. Voting by proxy

5.1 Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

Please also note:

(a) each Shareholder has a right to appoint a proxy;
(b)
the proxy need not be a Shareholder;
(c) a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise; and

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(d) if the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that if proxy holders vote, they must cast all directed proxies as directed; and any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

5.2 Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

(a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
(b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and
(c) if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
(d) if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).
5.3 Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

(a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members;
(b) the appointed proxy is not the chair of the meeting;
(c) at the meeting, a poll is duly demanded on the resolution; and
(d) either of the following applies:
(i) the proxy is not recorded as attending the meeting; and/or
(ii) the proxy does not vote on the resolution,

then the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

By order of the Board:

==> picture [109 x 39] intentionally omitted <==

Simon Durack Executive Director

Dated: 22 October 2015

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Section E - Explanatory Memorandum

1. Introduction

This meeting booklet is in several parts. Section B provides information on Hello Real Estate, Section C summarises the advantages and disadvantages of entering into the transaction and Section D sets out the proposed Resolutions to be considered by the Annual General Meeting.

This Section E contains the information needed for MinRex's Shareholders to assess Resolutions 1 through 15 to be put to them at the Annual General Meeting of MinRex on Monday, 23 November 2015.

The meeting booklet should be read carefully and in its entirety.

Part of the purpose of the Annual General Meeting is to seek from Shareholders the approval required for a change in nature and scale of the Company’s activities and various approvals arising from the Potential Transaction.

The key dates regarding the Annual General Meeting and the acquisition are set out in paragraph 9.6 of this Explanatory Memorandum.

2. Financial Statements and Reports

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2015 together with the declaration of the Directors, the directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at http://www.minrex.com.au.

3. Resolution 1 - Adoption of Remuneration Report

3.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the directors’ report contained in the annual financial report of the Company for a financial year.

The chair of the meeting must allow a reasonable opportunity for Shareholders to ask questions about or make comments on the remuneration report at the Annual General Meeting.

3.2 Voting Consequences

Under changes to the Corporations Act which came into effect on 1 July 2011, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the

Page 24

remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for reelection at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

3.3 Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

3.4 Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the following:

(a) if you appoint a member of the Key Management Personnel (other than the Chairman) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy you must direct your proxy how to vote on this Resolution. Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution;
(b) if you appoint the Chairman as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member). You do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chairman how to vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chairman to exercise his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel; and
(c) if you appoint any other person as your proxy you do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form.

3.5 Board Recommendation

The Board unanimously recommends that shareholders vote in favour of Resolution 1.

4. Resolution 2 - Re-election of Director

4.1 Proposal

ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third AGM following the director’s appointment or 3 years, whichever is the longer.

Clause 13.2 of the Constitution provides that:

(a) at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case

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of doubt), shall retire from office, provided always that no Director (except a managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election;

(b) the Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots;
(c) a Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election; and
(d) in determining the number of Directors to retire, no account is to be taken of:
(i) a Director who only holds office until the next annual general meeting pursuant to clause 13.4 of the Constitution; and/ or
(ii) a managing Director,

each of whom are exempt from retirement by rotation. However, if more than one managing Director has been appointed by the Directors, only one of them (nominated by the Directors) is entitled to be excluded from any determination of the number of Directors to retire and/or retirement by rotation.

The Company currently has 4 Directors and accordingly 1 must retire.

Emmanuel Heyndrickx, the Director longest in office since his last election, retires by rotation and seeks reelection.

5. Resolution 3 - Reduction of capital and Consolidation of Partly Paid Shares

5.1 Proposal

The Company is proposing to change from a public no liability company to a public company limited by shares to permit the Transaction (or if the Transaction is not approved, to allow the Company to consider other nonmining activities). Under section 162 of the Corporations Act, a public no liability company is not permitted to have partly paid shares on issue at the time converting it converts its status.

On 5 July 2011, the Company issued 17,500,000 Partly Paid Shares. These Partly Paid Shares were issued at a price of $0.20, of which $0.01 was paid on issue with the balance outstanding. The balance of the issue price is payable at the election of the holder at any time. The Company is entitled to make a call on the Partly Paid Shares on that date which is one day before the five years from the date of issue of the Partly Paid Shares, being 5 July 2016. If a call is not paid when made, the Partly Paid Shares shall be subject to forfeiture in accordance with the procedure set out in section 254Q of the Corporations Act.

In light of the above and to permit the Transaction, Resolution 3 is seeking shareholder approval, subject to Resolutions 4 through to 7 being passed, in accordance with sections 256B and 256C of the Corporations Act to reduce the share capital of the Company by extinguishing the uncalled amount of 19 cents per share on 17,500,000 Partly Paid Shares.

In addition, Resolutions 4 and 5, subject to passing Resolutions 3, 6 and 7, are seeking approval for the Company to issue to the Partly Paid Shareholders 19 Options for every 20 Partly Paid Shares (or part thereof) held by the Partly Paid Shareholders prior to the reduction of capital, on the record date, being the date of the Annual General Meeting of Shareholders.

If Resolutions 4 through to 7 are passed, the effect of Resolution 3 will be to permit the Company to reduce the share capital of the Company by extinguishing the uncalled amount of 19 cents per share on 17,500,000 Partly Paid Shares. The effect of Resolutions 4 and 5 will be to permit the Company to issue to the Partly

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Paid Shareholders 19 Options for every 20 Partly Paid Shares (or part thereof) held by the Partly Paid Shareholders prior to the reduction of capital.

5.2 Legal requirements for a reduction of capital

In accordance with section 256B of the Corporations Act, the Company may only reduce its share capital if the reduction:

(a) is fair and reasonable to the Shareholders as a whole;
(b) does not materially prejudice the Company's ability to pay its creditors; and
(c) is approved by Shareholders under section 256C of the Corporations Act.

The proposed capital reduction is a selective reduction as it relates only to the Partly Paid Shares.

Accordingly, as the reduction is a selective reduction, section 256C of the Corporations Act requires the approval of the proposed capital reduction by either:

(d) a Special Resolution passed at a general meeting of the Company, with no votes being cast in favour of the resolution by any person who is to receive consideration as part of the reduction or whose liability to pay amounts unpaid on shares is to be reduced, or by their Associates; or
(e) a resolution agreed to, at a general meeting, by all ordinary Shareholders.

The Directors are of the view that the proposed capital reduction is fair and reasonable to the Shareholders for the reasons set out in this Explanatory Memorandum and that the reduction of capital will not prejudice the Company's ability to pay its creditors.

5.3 Effect of proposed capital reduction on the Company

The effect of the proposed capital reduction will be to reduce the share capital of the Company by extinguishing the uncalled amount of 19 cents per share on the 17,500,000 Partly Paid Shares, thus effectively converting these shares to 17,500,000 fully paid shares, which will then be consolidated into 875,000 fully paid ordinary shares. Subject to Resolutions 4 and 5 also being passed, the proposal will also result in the issue of 16,625,000 Options (with an exercise price of $0.20 and expiry date 11 July 2016).

The Company’s net assets will remain unaltered.

The Options will be issued for nil cash consideration. However, the Company will receive subscriptions monies totalling $3,325,000 if all of the Options the subject of Resolutions 4 and 5 are subsequently exercised.

5.4 Current capital structure

As at the date of this Explanatory Statement, the shares (fully paid and partly paid) and options on issue in the Company are as shown below:

Class	Number
Fully Paid Shares	17,500,001
Partly Paid Shares	17,500,000
Options	Nil

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5.5 Revised Capital Structure after Resolutions 3 to 7

Subject to Resolutions 6 and 7, if Resolutions 3 through to 5 are approved, then the shares (fully paid and partly paid) and Options on issue in the Company will be as shown below:

Class	Number
Fully Paid Shares - Existing holders - Partly Paid holders (Resolution 3)	17,500,001 875,000
Total Fully Paid Shares	18,375,001
Partly Paid Shares - Existing Partly Paid holders - Partly Paid holders (Resolution 3)	Nil 17,500,000 (17,500,000)
Total Partly Paid Shares	Nil
Options - Existing holders - Partly Paid holders (Resolution 4 and 5)	Nil 16,625,000
Total Options	16,625,000

5.6 Effect of the proposed capital reduction on Shareholders

(a) Shareholders of fully paid shares

The proposed capital reduction will have no effect on the number of Shares held by Shareholders.

The following table sets out the potential dilutionary effect of Resolutions 3 to 5 on Shareholders, excluding any Shares or notes issued as proposed by Resolutions 9, 10 and 11:

Ordinary shares	Conversion of Partly Paid Shares (Resolution 3)	Conversion of Partly Paid Shares (Resolution 3)	Assuming options subject to Resolutions 4 and 5 are exercised	Assuming options subject to Resolutions 4 and 5 are exercised
Existing	Issued	Dilution	Issued	Dilution
17,500,001	875,000	4.76%	16,625,000	47.50%

However, it should be noted that if Resolutions 3 to 5 were not approved by Shareholders and the existing Partly Paid Shareholders were to pay up the balance of their holdings and convert to fully paid shares, this would dilute existing shares by ~50% on the assumption that no further shares or options were issued by the Company.

(b) Shareholders of partly paid shares

If the capital reduction is approved by Shareholders, Partly Paid Shareholders will effectively lose 19/20ths of their Partly Paid Shares after consolidated into fully paid shares.

Subject to Resolutions 4 and 5, Partly Paid Shareholders will also receive 19 Options for every 20 (or part thereof) Partly Paid Shares held prior to the consolidation of their converted Partly Paid Shares.

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5.7 Advantages and disadvantages of the proposed capital reduction

The Board is of the view that the reduction in capital, if approved, has the following advantages:

(a) the proposed capital reduction will enable the Company to change its status from a public no liability company and to a public company limited by shares and allow it to pursue other business activities other than mining; and
(b) the proposed capital reduction will enable the company to complete the Transaction.

The Board is of the view that the reduction in capital, if approved, has the following disadvantages:

(c) by completing the proposed capital reduction, the Company will lose the ability to submit a call for the payment of the 19 cents unpaid portion of the Partly Paid Shares (which, if fully paid, would amount to a total of $3,325,000). However, it is noted that the entitlement for the Company to make a call on the Partly Paid Shares is limited to that date which is one day before the five years from the date of issue of the Partly Paid Shares (i.e. only on 4 July 2016) . If a call is not paid when due, the Partly Paid Shares shall be subject to forfeiture in accordance with the procedure set out in section 254Q of the Corporations Act;
(d) subject to Resolutions 4 and 5 being approved, the loss of potential future capital is reduced by the Company potentially being able to receive subscription monies totalling $3,325,000 if all of the Options the subject of Resolutions 4 and 5 are subsequently exercised;
(e) the reduction in capital and issue of the Options the subject of Resolutions 4 and 5 will have a dilutionary effect on Shareholders. Although existing Shareholders will continue to hold the same number of Shares in the Company before and after the conversion of the Party Paid Shares and issue of the Options to the Partly Paid Shareholders, the percentage of the total share capital of MinRex held by each Shareholder will be reduced. However, it should be noted that if Resolutions 3 to 5 were not approved by Shareholders and the existing Partly Paid Shareholders were to pay up the balance of their holdings and convert to Shares, this would dilute existing Shares by ~50% on the assumption that no further Shares or Options were issued by the Company. Refer above for further details on the dilutionary effect of these Resolutions; and
(f) the capital reduction may have a tax implication for Partly Paid Shareholders.

5.8 Recommendation on Resolution 3

The Board takes the view that the advantages of the proposed capital reduction and consolidation of Partly Paid Shares substantially outweigh any disadvantages and recommends that Shareholders vote in favour of this Resolution. The Board is of the view that the proposed capital reduction is fair and reasonable to Shareholders and will not prejudice the Company's ability to pay its creditors.

Resolution 3 is subject to Resolutions 4 through to 7 being passed by Shareholders.

6. Resolutions 4 and 5 - Issue of Options to the Partly Paid Shareholders

6.1 Proposal

Please refer to paragraph 5.1 of this Explanatory Memorandum for the background to the proposed reduction of capital to enable the Company to change from a public no liability company to a public company limited by shares.

Subject to Resolutions 3, 6 and 7, Resolutions 4 and 5 are seeking approval for the Company to issue to the Partly Paid Shareholders 19 Options for every 20 Partly Paid Shares (or part hereof) held by the Partly Paid

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Shareholders prior to the reduction of capital, on the record date, being the date of the Annual General Meeting of Shareholders.

Of the 16,625,000 Options to be issued to Partly Paid Shareholders, Emmanuel Heyndrickx will be issued 14,250 Options in his capacity as a Partly Paid Shareholder. For that reason, the issue of Options to him is subject of a separate resolution pursuant to the ASX Listing Rules.

ASX Listing Rules 7.1 provides that a company must not issue equity securities, or agree to issue equity securities (which includes shares and options) without the approval of shareholders if the number of equity securities to be issued in any 12 month period (including equity securities issued on the exercise of any convertible securities) exceeds 15% of the issued capital of the company preceding the issue. ASX Listing Rules 10.11 provides that a company must not issue equity securities, or agree to issue equity securities (which include options) to a director of the Company without the approval of shareholders.

The effect of Resolutions 4 and 5 will be to permit the Company to issue to the Partly Paid Shareholders one Option for each Partly Paid Share held by the Partly Paid Shareholders prior to the reduction of capital, including those issued to Mr Heyndrickx in his capacity as a Partly Paid Shareholder.

Please refer to paragraphs 5.5 and 5.6 of this Explanatory Memorandum for further details regarding the effect of the proposed issue of Options.

6.2 ASX Listing Rule requirements (Resolution 4)

Pursuant to ASX Listing Rules 7.3, the following information is provided about the proposed issue of Options to Non-Associated Partly Paid Shareholders under Resolution 4:

(a) ASX Listing Rule 7.3.1 : Maximum number of securities to be issued

16,625,000 Options.

(b) ASX Listing Rules 7.3.2 and 7.3.7 : Date by which securities will be issued

If Shareholder approval is obtained, the issue of the Options to the Partly Paid Shareholders is expected to be issued in one tranche as soon as possible after the date of the Meeting and in any event no later than three months after the date of the Annual General Meeting or such later time as deemed appropriate by an ASX waiver and it is intended that the issue will occur on the same date.

The Options will be issued for nil cash consideration. Shareholders should note that the Company will, however, receive subscriptions monies totalling $3,322,150 if all of the Options the subject of Resolution 4 are subsequently exercised.

(d) ASX Listing Rule 7.3.4: Names of persons to whom securities will be issued

The Options will be issued to the holders of the Partly Paid Shares on the basis of 19 Options for every 20 Partly Paid Shares (or part thereof) held.

(e) ASX Listing Rule 7.3.5 : Terms of securities

The Options will be issued to the Partly Paid Shareholders for nil consideration and vest immediately on issue. The terms of the Options are set out in Annexure B.

(f) ASX Listing Rule 7.3.6 : Intended use of the funds

No funds will be raised by the issue of the Options to the Partly Paid Shareholders. Any funds raised on exercise of the Options will be utilised by the Company for working capital purposes.

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(g) ASX Listing Rule 7.3.8 : A voting exclusion statement

A voting exclusion statement is included in Section D.

6.3 ASX Listing Rule requirements (Resolution 5)

Pursuant to ASX Listing Rule 10.13, the following information is provided about the proposed issue of Options to Mr Heyndrickx under Resolution 5. Because approval is being obtained under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1:

(a) ASX Listing Rule 10.13.1 : the Name of the person

The options are to be issued to Mr Heyndrickx and his associates as Partly Paid Shareholders.

(b) ASX Listing Rule 10.13.2 : Maximum number of securities to be issued

14,250 Options

If Shareholder approval is obtained, the issue of the Options to the Partly Paid Shareholders will occur on a date which is no later than one month after the date of this Annual General Meeting or such later time as deemed appropriate by an ASX waiver.

(d) ASX Listing Rule 10.13.5 : Issue price of securities

The Options will be issued for nil cash consideration. Shareholders should note that the Company will, however, receive subscriptions monies totaling $2,850 if all of the Options the subject of Resolution 5 are subsequently exercised.

(e) ASX Listing Rule 10.13.5 : Terms of securities

The Options will be issued to the Partly Paid Shareholders for nil consideration and vest immediately on issue. The terms of the Options are set out in Annexure B.

(f) ASX Listing Rule 10.13.6 : Intended use of the funds

No funds will be raised by the issue of the Options to the Partly Paid Shareholders. Any funds raised on exercise of the Options will be utilised by the Company for working capital purposes.

(g) ASX Listing Rule 10.13.6 : A voting exclusion statement

A voting exclusion statement is included in Section D.

6.4 Recommendation on Resolutions 4 and 5

The Board (excluding Mr Heyndrickx in respect of Resolution 5) recommends that Shareholders vote in favour of Resolutions 4 and 5.

Resolutions 4 and 5 are interdependent and also subject to Resolutions 3, 6 and 7 being passed by Shareholders.

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Resolution 6 - Change of company type

7.1 Background

The Company is currently a public no liability company and proposes to change to a public company limited by shares to enable it to complete the Transaction and to pursue alternative business opportunities other than mining. In accordance with the Corporations Act, a public no liability company must not engage in activities outside of its mining purposes objects. As such, it is proposed to change the Company’s status to a limited company so that it may consider other activities outside of mining.

In accordance with section 162 of the Corporations Act, a public no liability company may change to a public company limited by shares by passing a Special Resolution resolving to change its type.

Accordingly, the Company is seeking the approval of Shareholders by Special Resolution to change from a public no liability company to a public company limited by shares.

7.2 Recommendation on Resolution 6

The Board takes the view that the advantages of widening the landscape of potential activities open to the Company outweigh any disadvantages and recommends that Shareholders vote in favour of this Resolution.

This Resolution is subject to Resolutions 3 through to 5 and 7 being passed by Shareholders.

8. Resolution 7 - Adoption of new Constitution

8.1 Background

The current Constitution was adopted by the Company upon incorporation as a public no liability company.

In accordance with Resolution 6, the Company is seeking to change from a public no liability company to a public company limited by shares.

Accordingly, the Constitution of the Company will need to be changed to reflect the proposed change in company type.

The proposed new Constitution is broadly consistent with the provisions of the existing Constitution. However, there are some differences which are required to give effect to the Company's transition from a public no liability company to a public company limited by shares. A number of amendments are also proposed in the new Constitution to ensure that it is as clear and concise as possible. There have been no fundamental changes to shareholders rights, such as the rights to vote and participate in dividends.

One of the principal differences between a no liability company and a company limited by shares is that members of a no liability company are not obligated to pay calls for unpaid money on partly paid shares. In a limited company, shareholders are contractually obligated to pay unpaid amounts on their shares, and they remain liable until any unpaid amounts have been paid in full. This difference is reflected in the provisions of the proposed new Constitution.

In compliance with the Corporations Act, a new test for the payment of dividends is contained in the proposed new Constitution. Under clause 26.1 of the new Constitution, the Company may only pay dividends if:

(a) the Company's assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend;
(b) the payment of the dividend is fair and reasonable to the Company's members as a whole; and

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Additionally, a cap of $350,000 (or such other amount fixed by ordinary resolution) on the directors fees payable to non-executive directors is contained in the proposed new Constitution.

The proposed Constitution complies with the requirements of the Corporations Act and the ASX Listing Rules. Copies of the old Constitution and the proposed Constitution are available for perusal by Shareholders at the Company's registered office.

In accordance with section 136 of the Corporations Act, a resolution to adopt a new Constitution must be passed by Special Resolution at a general meeting.

Accordingly, Shareholder approval is sought for the adoption of the proposed Constitution.

Shareholders should note that Resolution 7 is conditional on the passing of Resolution 3 through to 6. Accordingly, if Resolution 7 is passed, the adoption of the new Constitution will take effect from the time the change of status of the Company takes effect.

8.2 Recommendation on Resolution 7

For those reasons outlined in respect to Resolutions 3 to 6 the Board recommends that Shareholders vote in favour of this Resolution.

This Resolution is subject to Resolutions 3 through to 6 being passed by Shareholders.

9. Resolution 8 - Significant change to activities

9.1 Current Operations and background to the Potential Transaction

MinRex listed on the ASX in November 2011 with a focus of exploring and developing gold, base metal and tin projects in Australia and evaluating additional projects, both within Australia and overseas. MinRex has two principal projects in its exploration portfolio, the Deflector Extended Gold Project in Western Australia and the Heemskirk Tin Project in Tasmania.

Given the overall results of the exploration programs for both the Deflector Extended Gold Project and the Heemskirk Tin Project, the Company has continued assessing a broad range of both exploration and alternative corporate opportunities that have the potential to complement or replace the existing tenement portfolio and enhance shareholder value. The past two years has seen an active program of assessments and a broad range of opportunities considered by MinRex.

Hello is licensed real estate agency and the business model features a fixed-fee service for clients to sell their own property supported by a Hello mentor. The Hello system puts the property preparation, marketing and sale process in the hands of the property owner resulting in significant savings, less time on market and achieving the best market price for their property.

It is proposed that following Completion of the acquisition, the Company will focus on the development and expansion of the Hello Real Estate business model.

Please refer to Section B for further details regarding Hello Real Estate.

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9.2 Change to Nature of Activities and ASX Listing Rule requirements

ASX Listing Rule 11.1 provides that if an entity proposes to make a significant change, either directly or indirectly, to the nature or scale of its activities, it must provide full details to the ASX as soon as practicable and comply with the following:

(a) provide the ASX with information regarding the change and its effect on future potential earnings, and any information that the ASX asks for;
(b) if the ASX requires, obtain the approval of holders of its shares and must comply with any requirements of the ASX in relation to the notice of meeting; and
(c) if the ASX requires, meet the requirements in Chapters 1 and 2 of the ASX Listing Rules as if the entity were applying for admission to the official list of the ASX.

The acquisition by the Company of all the issued share capital of Hello Real Estate involves a significant change to the nature of the Company’s main business activity from exploring for minerals to the expansion of the Hello Real Estate business model.

The ASX has indicated to the Company that given the proposed change in the nature of the Company’s activities, it requires that the Company obtain Shareholder approval in accordance with ASX Listing Rule 11.1.2 and re-comply with ASX’s admission requirements in Chapters 1 and 2 of the ASX Listing Rules.

In order to ensure compliance with the ASX Listing Rules, the Company is seeking the approval of Shareholders in relation to the proposed change in the nature of the Company’s activities.

If the Share Purchase Agreement is completed, which is subject to certain conditions precedent, including the approval by Shareholders of certain Resolutions contained in the Notice of Annual General Meeting, the Company will own Hello Real Estate and consequently Hello Real Estate's business.

Details of the Transaction and Hello Real Estate are contained in Section B and detailed below.

9.3 Share Purchase Agreement

The Share Purchase Agreement is the 'umbrella agreement' for this transaction.

The principal terms of the Share Purchase Agreement are:

(a) in consideration for the acquisition by the Company of the Sale Shares from the Vendors, the Company will issue to the Vendors the Consideration Shares and Performance Shares at Completion;
(b) completion of the Share Purchase Agreement is conditional on the occurrence of the following events:
(i) the Buyer passing the Resolutions contained in this Notice;
(ii) the Buyer receiving an independent expert report confirming that the transaction is fair and reasonable;
(iii) the Buyer having undertaken the Capital Raising contemplated by Resolution 11;
(iv) Hello Real Estate issuing the Hello Convertible Notes;
(v) the Buyer receiving a waiver from the ASX to allow:
- (A) the share price for the Capital Raising to be under $0.20; and
- (B) any other waiver required;

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(vi) the Buyer receiving written confirmation from the ASX that the ASX will re-admit the Buyer to the official list of the Australian Securities Exchange and grant official quotation to all issued Shares;
(vii) none of the terms of the Share Purchase Agreement having been breached;
(viii) none of the warranties contained in the Share Purchase Agreement having become false, misleading or incorrect; and
(ix) there having been no material adverse change affecting the Company's financial or trading position or prospects of the Company since 30 June 2015.

9.4 Financial information

An unaudited pro forma balance sheet of the Company following Completion is set out in Annexure A. The pro forma balance sheet illustrates the effect of the Potential Transaction as if it had occurred on 30 June 2015.

9.5 Restricted Securities

The Consideration Shares and Performance Shares to be issued to the Vendors may be subject to escrow in accordance with the ASX Listing Rules.

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9.6 Indicative timetable

The indicative timetable for the proposed transaction is set out below. Please note that these dates are indicative only and may be subject to change at the discretion of the Directors.

No.	Event	*Date **
1.	Dispatch Notice of Meeting and Independent Expert's Report	22 October 2015
2.	Lodge prospectus	9 November 2015
3.	Annual General Meeting held; Trading in MinRex Shares is suspended	23 November 2015
4.	Offer Period opens	23 November 2015
5.	MinRex capital reduction takes place; Options issued to previous partly paid shareholders	7 December 2015
6.	ASIC gazettes proposed conversion to public limited company	10 December 2015
7.	Offer Period closes	10 January 2016
8.	MinRex is converted into public limited company	10 January 2016
9.	Completion occurs, being: - MinRex issues shares under the Offer - MinRex acquires Hello Real Estate Limited - MinRex issues the Consideration Shares and the Performance Shares - MinRex changes its name to Hello Property Group Limited - proposed directors are appointed	January 2016
10.	Shares issued under the Offer are quoted on ASX	January 2016

The above timetable is indicate and may change, subject to compliance with the Corporations Act and Listing Rules. Any changes will be announced to ASX.

9.7 Alternatives to the proposed transaction

The Directors are not aware at this time of any other viable proposed transaction that could be placed before the Shareholders and which would provide the opportunities in, and potential of, the Transaction.

9.8 Effect of the proposed transaction on the Company

(a) The Vendors’ entitlement to Shares

Assuming Shareholders approve the Resolutions, the Share Purchase Agreement completes and the Company raises the minimum capital raising of $5 million, the Vendors will hold the number of Shares comprising 48.74% of the total shares of the Company at Completion. On the basis that all Options are converted and all the Performance Shares are converted, the Vendors will hold the number of Shares comprising 53.76% of the total Shares of the Company at the completion of the transaction and the maximum capital raising.

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(b) Board of Directors

The Board will be expanded to include the appointments of Robert Lapointe, Philip Horan, Tricia Mewett and Matthew Griffiths (refer to Resolutions 12 to 15).

At Completion Emmanuel Heyndrickx, Robert Downey and Abraham Schildkraut will resign as Directors of the Company.

(c)

Intentions regarding the future of the Company

(i) Real Estate Industry Focus

It is proposed that following Completion, the Company will focus on the development of the Hello Real Estate business model.

(ii) Assets

There is no current intention to pursue any property acquisitions or dealings other than those contemplated by the Transaction.

The Company will seek to dispose of any residual non-core assets from its previous mineral exploration business.

(iii) Employees

The Company currently has three employees and will be seeking to engage further employees and consultants in the foreseeable future as identified.

It is the Company’s intention to enter into formal Executive Services Agreements with Fred Dubash, James Hunt, Phillip Horan, and Tricia Mewett prior to Completion.

(d) Directors’ and Proposed Directors’ interests

As at the date of this Explanatory Statement, the Directors and Proposed Directors and their associates have interest, either directly or indirectly in the following securities in the Company:

Director	Number of Fully Paid Shares	Number of Partly Paid Shares	Number of Options
Simon Durack	15,001	-	-
Emmanuel Heyndrickx	15,000	15,000	-
Robert Hartley Downey	-	-	-
Abraham Anthony Schildkraut	-	-	-
Robert Lapointe	-	-	-
Philip Horan	-	-	-
Tricia Mewett	-	-	-
Matthew Griffiths	-	-	-

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Based on the information available as at the date of the Explanatory Statement, the Directors and the proposed Directors and their associates will have interests in the following securities in the Company, either directly or indirectly, post the Transaction and the Share Placement:

Director	Number of Fully Paid Shares	Number of Partly Paid Shares	Number of Performance Shares	Number of Options

Simon Durack	15,001	-
Emmanuel Heyndrickx	15,750	-		14,250
Robert Hartley Downey	-	-		-
Abraham Anthony Schildkraut	-	-		-
Robert Lapointe	4,650,069	-	3,100,059	-
Philip Horan	26,213,946	-	17,475,966	-
Tricia Mewett	1,350,016	-	900,012	-
Matthew Griffiths	-	-	-	-

The following remuneration is proposed for Directors in the event the proposed transaction is approved by Shareholders.

Name	Title	Fee	Salary
Robert Lapointe	Non-executive Chairman	$65,000 pa	Nil
Simon Durack	Non-executive Director	$48,000 pa	Nil
Philip Horan	Managing Director	Nil	$273,750 pa
Matthew Griffiths	Executive Director	Nil	$273,750 pa

9.9 Major Shareholders

At the date of this Notice of Meeting, based on the information known to the Company as regards the current substantial shareholdings in MinRex and the Vendors who will become substantial shareholders of MinRex as a result of the acquisition, the following table sets out the substantial holders of the Company post the acquisition and Capital Raising:

Name of Shareholder	Shares Number	Minimum Subscription %	Maximum Subscription %	Options Number
Speke Hall Investments Pty Ltd	22,949,743	22.75%	20.09%	nil
Littleborough Investments Pty Limited	3,264,203	3.24%	2.86%	nil

9.10 Risks

There are a number of risks associated with the Transaction, including risks specific to Hello Real Estate and risks associated with the real estate industry.

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Shareholders should recognise that if Resolutions 8 and 9 are approved and the Transaction proceeds, there are a number of general and specific risks that Company may face, which may materially and adversely impact the future operating and financial performance of the Company and the value of its Shares. As many of these risks are outside the control of MinRex and/or its Directors, if Shareholders approve this transaction, there can be no guarantee that MinRex can achieve its objectives.

The Based on the information available, a non-exhaustive list of risk factors is set out in Annexure C.

9.11 Board's recommendations

The Board recommend that all Shareholders agree to the Transaction and vote to approve Resolution 8, for the reasons set out below:

(a) there is no viable alternative to the Transaction; and
(b) the advantages of the Transaction outweigh the disadvantages of the Transaction as set out in Section C.

Shareholders should note that Resolution 8 is conditional on the passing of Resolutions 3 through to 7 and 9 through to 16.

10. Resolution 9 - Issue of Consideration Shares and Performance Shares to the Vendors

10.1 Background

The Company has entered into the Share Purchase Agreement with the Vendors pursuant to which the Company has agreed to acquire the Sale Shares from the Vendors in consideration for the issue by the Company of the Consideration Shares and the Performance Shares to the Vendors.

Subject to the approval of Shareholders, in accordance with the terms of the Share Purchase Agreement, the Vendors will be issued with the Consideration Shares and the Performance Shares upon Completion of the acquisition.

ASX Listing Rule 7.1 provides that a company must not issue equity securities, or agree to issue equity securities (which includes shares and options) without the approval of shareholders if the number of equity securities to be issued in any 12 month period (including equity securities issued on the exercise of any convertible securities) exceeds 15% of the issued capital of the company preceding the issue.

The effect of Resolution 9 will be to permit the Company to issue 45,000,005 Consideration Shares and 30,000,015 Performance Shares to the Vendors on Completion.

10.2 Pro-forma Capital structure

Refer to paragraph 5.4 of this Explanatory Memorandum for details of the Company’s current capital structure.

Following Completion, the conversion of the Partly Paid Shares and Issue of Options contemplated by Resolutions 3 to 5, the issue of the Consideration Shares and Performance Shares contemplated by Resolution 9, the issue of Shares on the conversion of the Hello Convertible Notes contemplated by Resolution 10 and the issue of Placement Shares via the Prospectus contemplated by Resolution 11, the capital structure of the Company will be as set out below:

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Scenario	Shares on Issue	Options on Issue	Performance Shares on Issue
Minimum Subscription Scenario

Minimum subscription achieved only, no Options exercised and no Performance Shares converted	100,875,005	16,625,000	30,000,015
Minimum subscription achieved only, all Options exercised and no Performance Shares converted	117,500,005	nil	30,000,015
Minimum subscription achieved only, no Options exercised and all Performance Shares converted	130,875,020	16,625,000	nil
Minimum subscription achieved only, all Options exercised and all Performance Shares converted	147,500,020	nil	nil
Maximum Subscription Scenario

Maximum subscription achieved, no Options exercised and no Performance Shares converted	114,208,339	16,625,000	30,000,015
Maximum subscription achieved, all Options exercised and no Performance Shares converted	130,833,339	nil	30,000,015
Maximum subscription achieved, no Options exercised and all Performance Shares converted	144,208,354	16,625,000	nil
Maximum subscription achieved, all Options exercised and all Performance Shares converted	160,833,354	nil	nil

10.3 Approval under the Corporations Act

(a) Relevant interests

Pursuant to section 606(1) of the Corporations Act, a person must not acquire a relevant interest in issued voting shares in a company if the person acquiring the interest does so through a transaction in relation to securities entered into by or on behalf of the person and because of the transaction, that person’s or someone else’s voting power in the company increases:

(i) from 20% or below to more than 20%; or
(ii) from a starting point that is above 20% to below 90%.
(b)

Voting power

The voting power of a person in a company is determined in accordance with section 610 of the Corporations Act. The calculation of a person’s voting power in a company involves determining the voting shares in the company in which the person and the person’s Associates have a relevant interest.

A person has a relevant interest in securities if they:

(i) are the holder of the securities;
(ii) have the power to exercise, or control the exercise of, a right to vote attached to the securities; or

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(iii) have the power to dispose of, or control the exercise of a power to dispose of, the securities.

It does not matter how remote the relevant interest is or how it arises. If two or more people can jointly exercise one of these powers, each of them is taken to have that power.

(c)

Exception to the section 606 prohibition

Item 7 of section 611 of the Corporations Act provides an exception to the prohibition under section 606 of the Corporations Act. This exception provides that a person may acquire a relevant interest in a company’s voting shares with shareholder approval.

In order for the exemption of item 7 of section 611 of the Corporations Act to apply, shareholders must be given all information known to the person making the acquisition and their Associates or the company, that was material to the decision on how to vote on the resolution, including:

(i) the identity of the person proposing to make the acquisition and their Associates;
(ii) the maximum extent of the increase in that person’s voting power in the company that would result from the acquisition;
(iii) the voting power that person would have as a result of the acquisition;
(iv) the maximum extent of the increase in the voting power of each of that person’s Associates that would result from the acquisition; and
(v) the voting power that each of that person’s Associates would have as a result of the acquisition.

For responses on these matters, see paragraph 10.4.

(d) Why Shareholder approval is required

As at the date of this Notice, neither Speke Hall Investments Pty Ltd ( Speke Hall ) nor its associate, Littleborough Investments Pty Ltd ( Littleborough ) hold any Shares in the Company.

If the Company issues the Consideration Shares to the Vendors in accordance with the terms of the Share Purchase Agreement, and successfully raises the minimum of $5 million via the Capital Raising, then at Completion, Speke Hall and Littleborough will together hold 26,213,946 Shares comprising 25.99% of the issued capital of MinRex (excluding the Options). The issue of the Consideration Shares to Speke Hall and Littleborough will increase their joint voting power in the Company from 0% to 25.99%.

If the Company raises the maximum amount of $7 million via the Capital Raising, then at Completion, Speke Hall and Littleborough will together hold 26,213,946 Shares comprising 22.95% of the issued capital of MinRex (excluding Options). The issue of the Consideration Shares to Speke Hall and Littleborough will increase their joint voting power in the Company from 0% to 22.95%.

The Performance Shares will convert to ordinary Shares (if the Relevant Events occur) in the three years post Completion. Speke Hall is due to receive 15,299,829 Performance Shares and Littleborough is due to receive 2,176,137 Performance Shares over the three years. Over this three year period Speke Hall's voting power could range from 20.04%, to 33.38% depending on the conversion of the Performance Shares, the exercise of the Options, which are due to expire on 11 July 2016 and the amount raised under the Capital Raising. The table below shows eight possible outcomes regarding the conversion of the Performance Shares and exercise of Options over the three year period post Completion.

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	Minimum Capital Raising of $5 million (33,333,333 shares)	Minimum Capital Raising of $5 million (33,333,333 shares)	Minimum Capital Raising of $5 million (33,333,333 shares)	Maximum Capital Raising of $7 million (46,666,666 shares)	Maximum Capital Raising of $7 million (46,666,666 shares)	Maximum Capital Raising of $7 million (46,666,666 shares)
Situation	Number of Shares		Percentage of the issued capital of the Company held by Speke Hall and Littleborough	Number of Shares		Percentage of the issued capital of the Company held by Speke Hall and Littleborough
Completion - no Options exercised or Performance Shares converted	S.H	26,213,946	25.99%	S.H	26,213,946	22.95%
	Total	100,875,005		Total	114,208,339
No Performance Shares converted, all Options exercised	S.H	26,213,946	22.31%	S.H	26,213,946	20.04%
	Total	117,500,005		Total	130,833,339
Tranche 1 Performance Shares converted, no Options exercised	S.H	32,039,268	28.90%	S.H	32,039,268	25.79%
	Total	110,875,010		Total	124,208,344
Tranche 1 Performance Shares converted, all Options exercised	S.H	32,039,268	25.13%	S.H	32,039,268	22.75%
	Total	127,500,010		Total	140,833,344
Tranche 2 Performance Shares converted, no Options exercised	S.H	37,864,590	31.33%	S.H	37,864,590	28.21%
	Total	120,875,015		Total	134,208,349
Tranche 2 Performance Shares converted, all Options exercised	S.H	37,864,590	27.54%	S.H	37,864,590	25.10%
	Total	137,500,015		Total	150,833,349
Tranche 3 Performance Shares converted, no Options exercised	S.H	43,689,912	33.38%	S.H	43,689,912	30.30%
	Total	130,875,020		Total	144,208,354
Tranche 3 Performance Shares converted, all Options exercised	S.H	43,689,912	29.62%	S.H	43,689,912	27.16%
	Total	147,500,020		Total	160,833,354

If no Performance Shares are converted and all the Options are exercised, Speke Hall and Littleborough will together hold 22.31% voting power in the Company if the minimum subscription for the Capital Raising is reached and 20.04% voting power in the Company is the maximum subscription for the Capital Raising is reached. If all 3 tranches of Performance Shares are converted and no options are exercised Speke Hall and Littleborough will together hold 33.38% of the voting power in the Company if the minimum subscription for the Capital Raising is reached and 30.30% voting power in the Company is the maximum subscription for the Capital Raising is reached. Over the three years post Completion, the voting power in the Company of Speke Hall and Littleborough could range from 20.04%to 33.38%.

An increase in the relevant interest in the Company held together by Speke Hall and Littleborough from less than 20% to more than 20% is prohibited under section 606 of the Corporations Act. However, such issue would be permitted if prior Shareholder approval is granted for the issue of the Shares to Speke Hall in accordance with the terms of Resolution 9.

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10.4 Information for Shareholders under item 7 of section 611 of the Corporations Act

The following information is provided to Shareholders for the purposes of the requirements under the Corporations Act in respect of obtaining Shareholder approval for item 7 of section 611 of the Corporations Act:

(a) Speke Hall and Littleborough are the persons proposing to make the acquisition (that is, the persons that will be issued with the Shares);
(b) Littleborough and Speke Hall are associates; and
(c) if Speke Hall and Littleborough are issued with the Consideration Shares and Performance Shares, the maximum extent of the increase in Speke Hall and Littleborough's voting power in the Company will be 33.38% assuming no Options are exercised. Depending on whether all the Performance Shares are issued and Options exercised it may result in a higher or lower number of Shares held by Speke Hall and Littleborough in the Company, and a higher or lower voting power of Speke Hall and Littleborough in the Company.

10.5 Information for Shareholders required by RG 74

Further information required by ASIC Regulatory Guide 74 ( RG 74 ) is set out in the following paragraphs.

(a) Identity of the allottee and any person who will have a relevant interest in the issued Shares

Speke Hall and its associate, Littleborough Investments Pty Ltd.

(b) Full particulars (including the number and the percentage) of the Shares to which Speke Hall and Littleborough is or will be entitled immediately before and after the proposed allotment of the Shares and considered in relation to the entire issued capital of the Company

This information is set out in some detail in paragraph 9.9 and 10.3(d) and Annexure D.

(c) The identity, associations and qualifications of any person who it is intended will become a Director if Shareholders approve the issue of the Shares to Speke Hall

It is intended that Robert Lapointe, Phillip Horan, Trish Mewett and Matthew Griffiths be Directors of the Company. Details of their qualifications and experience are set out in paragraph 13.1.

(d) A statement regarding the intentions of Speke Hall and Littleborough regarding the future of the Company if Shareholders agree to the issue of the Speke Hall and Littleborough Consideration Shares and, in particular:
(i) any intention to change the business of the Company

As contemplated by Resolution 8, the Company is proposing to change the scale of its business.

Neither Speke Hall nor Littleborough have any present intention to change the business of the Company.

(ii) any intention to inject further capital into the Company, and if so how

Neither Speke Hall nor Littleborough have any present intention to inject any further capital of its own into the Company as at the date of this Notice.

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(iii) the future employment of the present employees of the Company

Neither Speke Hall or Littleborough have any present intention to make any changes to the employment arrangements of the present employees of the Company.

(iv) any proposal whereby any property will be transferred between the Company, Speke Hall or Littleborough, or any Associate of Speke Hall or Littleborough

Neither Speke Hall nor Littleborough have any present intention to transfer any property between the Company, Speke Hall or Littleborough, or any person associated with Speke Hall or Littleborough.

(v) any intention to otherwise redeploy the fixed assets of the Company

Neither Speke Hall nor Littleborough have any present intention to redeploy the fixed assets of the Company.

(vi) any intention to change significantly the financial or dividend policies of the Company

Neither Speke Hall nor Littleborough have any present intention to change significantly the financial or dividend policies of the Company.

(e) Particulars of the terms of the proposed allotment and any other contract or proposed contract between the Company, Speke Hall and/or Littleborough, any of their Associates, which is conditional upon, or directly or indirectly dependent on, Shareholders’ agreement to the allotment of the Shares to Speke Hall and Littleborough

The terms of the proposed allotment of the Consideration Shares to Speke Hall and Littleborough are contained in the Share Purchase Agreement, a summary of which is set out in paragraph 9.3. Annexure D sets out the terms of the Performance Shares.

There is no other contract or proposed contract between the Company, Speke Hall or Littleborough or any of their Associates, which is conditional upon, or directly or indirectly dependent on Shareholders’ agreement to the allotment of the Shares to Speke Hall and Littleborough.

(f) When the allotment of the Shares to Speke Hall and Littleborough is to be completed

The Consideration Shares and Performance Shares will be issued to Speke Hall and Littleborough on Completion but in any case, no later than three months after that Shareholder approval is obtained in accordance with this Notice.

(g) An explanation of reasons for the proposed allotment

The Consideration Shares and Performance Shares issued to Speke Hall and Littleborough in part consideration for all of the shares Speke Hall and Littleborough hold in Hello Real Estate in accordance with the terms of the Share Purchase Agreement, summaries of which are set out in paragraph 9.3 and Annexure D.

(h)

The interests of the Directors in Resolution 9

Philip Horan is intended to become a Director of the Company. Philip Horan's relevant qualifications are summarised in paragraph 13.1.

Speke Hall Investments is owned by Xerts International Limited (a Bermuda Company). Xerts International Limited is owned by Littleborough Investments Pty Ltd. Littleborough Investments Pty Ltd is in turn owned by Philip Horan.

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10.6 Independent Expert Report

In accordance with the requirements of RG 74, the Directors engaged the Independent Expert to prepare and provide the Independent Expert Report which contains an analysis of whether the proposed issue of the Shares to Speke Hall is fair and reasonable for non-associated Shareholders.

The Independent Expert Report compares the likely advantages and disadvantages for the non-associated Shareholders if the proposal is agreed to, with the advantages and disadvantages to those Shareholders if it is not.

The Independent Expert has concluded that the proposed issue of the Shares to Speke Hall is both fair and reasonable to the non-associated Shareholders of the Company.

The Independent Expert has given, and not before the date of the Notice withdrawn, its consent to the inclusion of the Independent Expert Report in Annexure E of this document and to the references to the Independent Expert Report in this Explanatory Memorandum being made in the form and context in which each such reference is included.

10.7 ASX Listing Rule requirements

Pursuant to ASX Listing Rule 7.3, the following information is provided regarding ASX Listing Rule 7.1 approval:

(a) ASX Listing Rule 7.3.1 : Maximum number of securities to be issued
45,000,005 fully paid ordinary Shares and 30,000,015 Performance Shares.
(b) ASX Listing Rules 7.3.2 and 7.3.7 : Date by which securities will be issued

The issue of the Consideration Shares and Performance Shares to the Vendors is expected to be issued in one tranche as soon as possible after the date of the Meeting (upon Completion) and in any event no later than three months after the date of this Annual General Meeting or such later time as deemed appropriate by an ASX waiver and it is intended that the issue will occur on the same date.

The Consideration Share and Performance Shares will not be issued for cash consideration as they are being issued in consideration for the acquisition of the Sale Shares.

(d) ASX Listing Rule 7.3.4 : Names of persons to whom securities will be issued

The Consideration Shares and Performance Shares will be issued to the Vendors.

There are 11 individual Vendors, none of whom are related parties of the Company and none of whom, other than Littleborough and Speke Hall, will hold a relevant interest in more than 10% of all Shares on issue after Completion.

(e) ASX Listing Rule 7.3.5 : Terms of securities

The Consideration Shares issued pursuant to Resolution 9 are Fully Paid Ordinary Shares and will rank equally in all respects with the fully paid ordinary shares on issue in the Company. The terms of the Performance Shares issued pursuant to Resolution 9 are set out in Annexure D.

(f) ASX Listing Rule 7.3.6 : Intended use of the funds

No funds will be raised by the issue of the Consideration Shares or the Performance Shares.

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(g) ASX Listing Rule 7.3.8 : A voting exclusion statement

A voting exclusion statement is included in Section D.

10.8 Recommendation on Resolution 9

The Board recommends that Shareholders vote in favour of this Resolution.

Shareholders should note that Resolution 9 is conditional on the passing of Resolutions 3 through to 8 and 10 through to 16.

11. Resolution 10 - Issue Shares upon conversion of Hello Convertible Notes

11.1 Background

Resolution 10 seeks Shareholder approval for the issue of up to 4,166,666 Shares upon the conversion of the Hello Convertible Notes.

Hello Real Estate issued the Hello Convertible Notes to conduct an interim capital raising through entering into convertible note deeds with buyers who chose to take part. The buyers are entitled to convert the Hello Convertible Notes into Shares in the Company upon the passing of the Resolutions contained in this Notice of Meeting.

A summary of ASX Listing Rule 7.1 is set out in paragraph 10.1.

The effect of Resolution 10 will be to permit the Company to issue of up to 4,166,666 Shares upon the conversion of the Hello Convertible Notes on a date or dates which is or are no later than three months after the date of this Annual General Meeting or such later time as deemed appropriate by an ASX waiver.

11.2 ASX Listing Rule requirements

Pursuant to ASX Listing Rule 7.3, the following information is provided regarding ASX Listing Rule 7.1 approval:

(a) ASX Listing Rule 7.3.1 : Maximum number of securities to be issued

4,166,666 Shares issued upon the conversion of the Hello Convertible Notes.

(b) ASX Listing Rules 7.3.2 and 7.3.7 : Date by which securities will be issued

The Shares will be issued as soon as possible upon the conversion of the Hello Convertible Notes and in any event no later than three months after the date of this Annual General Meeting or such later time as deemed appropriate by an ASX waiver and it is intended that the issue will occur on the same date or may occur progressively as and when the persons and parties are identified.

$0.12.

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(d) ASX Listing Rule 7.3.4 : Names of persons to whom securities will be issued

Full Name	Address
Susan Margaret Wiseman	39a Station Street Pymble NSW 2073
Odalisque Pty Ltd	48 Heathcliff Cres, Balgowlah Heights NSW 2093
Harness Capital Pty Ltd	11 Dutruc Street, Randwick NSW 2031
Suburban Holdings Pty Ltd ATF The Suburban Super Fund A/C	Unit 4, 7 Dumaresq Road, Rose Bay NSW 2029
Terri Wolpert	2/474 Old South Head Road, Rose Bay NSW 2029
Ruby Vision Limited	PO Box 2882, Bowral NSW 2576
John Daniel Moore	14 Thomson Street, Darlinghurst NSW 2010

(e) ASX Listing Rule 7.3.5 : Terms of securities

The shares issued pursuant to Resolution 10 are fully paid ordinary Shares and will rank equally in all respects with the fully paid ordinary Shares on issue in the Company.

(f) ASX Listing Rule 7.3.6 : Intended use of the funds

Issuing the Shares is to satisfy the terms of the Hello Convertible Notes, to raise additional working capital for Hello Real Estate.

(g) ASX Listing Rule 7.3.8 : A voting exclusion statement

A voting exclusion statement is included in Section D.

11.3 Recommendation on Resolution 10

The Board recommends that Shareholders vote in favour of this Resolution.

Shareholders should note that Resolution 10 is conditional on the passing of Resolutions 3 through to 9 and 11 through to 16.

12. Resolution 11 - Issue of Placement Shares

12.1 Background

Resolution 11 seeks Shareholder approval for the issue of a minimum of 33,333,333 and up to a maximum of 46,666,666 Placement Shares at an issue price of $0.15 to raise a minimum of $5 million and a maximum of $7 million ( Capital Raising ).

Subject to the Company receiving a waiver from ASX Listing Rule 1.2 Condition 1, the Company intends to conduct the Capital Raising through the issue of the Prospectus as part of its re-compliance with Chapters 1 and 2 of the ASX Listing Rules.

A summary of ASX Listing Rule 7.1 is set out above.

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The effect of Resolution 11 will be to permit the Company to issue up to 46,666,666 Placement Shares subscribed for pursuant to the Prospectus on a date or dates which is or are no later than three months after the date of this Annual General Meeting or such later time as deemed appropriate by an ASX waiver.

12.2 ASX Listing Rule requirements

Pursuant to ASX Listing Rule 7.3, the following information is provided regarding ASX Listing Rule 7.1 approval:

(a) ASX Listing Rule 7.3.1 : Maximum number of securities to be issued

46,666,666 Placement Shares subscribed for pursuant to the Capital Raising. These Placement Shares will be issued to investors for the purposes of raising additional working capital for the Company. No Placement Shares will be issued to an investor if, as a result of that issue, the investor or other person acquires a relevant interest in Shares in breach of section 606 of the Corporations Act.

(b) ASX Listing Rules 7.3.2 and 7.3.7 : Date by which securities will be issued

The issue of the Placement Shares will be issued as soon as possible and in any event no later than three months after the date of this Annual General Meeting or such later time as deemed appropriate by an ASX waiver and it is intended that the issue will occur on the same date or may occur progressively as and when the persons and parties are identified.

(c) ASX Listing Rule 7.3.3 : Issue price of securities
$0.15 per Placement Share.
(d) ASX Listing Rule 7.3.4 : Names of persons to whom securities will be issued

The Shares will be issued to successful applicants under the Prospectus who are not related parties of the Company.

(e) ASX Listing Rule 7.3.5 : Terms of securities

The shares issued pursuant to Resolution 11 are fully paid ordinary Shares and will rank equally in all respects with the fully paid ordinary shares on issue in the Company.

(f) ASX Listing Rule 7.3.6 : Intended use of the funds

The enlarged entity's primary business objective is to pursue the development of the Hello Real Estate business model.

The funds raised under the Prospectus are intended to be used for the following purposes:

(i) advertising and marketing;
(ii) finalising the development of Hello Real Estate's technology;
(iii) acquisition of businesses aligned to Hello Real Estate's operations; and
(iv) working capital.

The Directors consider that the funds to be raised pursuant to the placement, together with available cash, will provide sufficient capital to carry out the Company’s objectives.

The Company intends to apply funds raised from the placement together with existing cash reserves over the first two years following Completion as follows:

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Source and use of funds	Minimum Subscription of $5,000,000	Maximum Subscription of $7,000,000
	$	$
Cash at bank	1,250,000	1,250,000
Capital Raising	5,000,000	7,000,000
Total funds available	6,250,000	8,250,000

Repayment of loans	380,000	380,000
Marketing & Promotion	1,800,000	2,800,000
IT System enhancement	1,250,000	2,250,000
General operations and Working Capital	2,545,000	2,545,000
Expenses of the offer	275,000	275,000
Total Funds Applied	6,250,000	8,250,000

It is noted that the Company may use and expend its cash reserves more quickly than contemplated. It is noted that programs and budgets are dependent on results and demand for the Company’s products. These programs can therefore change depending on the results. The Company's actual allocation of funds may change depending on the circumstances in which its business develops and operates. The exact timing of the implementation of the program is also dependant on market conditions and manufacturing availability.

Any funds raised on exercise of the options will be utilised by the Company for working capital purposes.

(g) ASX Listing Rule 7.3.8 : A voting exclusion statement

A voting exclusion statement is included in Section D.

12.3 Recommendation on Resolution 11

The Board recommends that Shareholders vote in favour of this Resolution.

Shareholders should note that Resolution 11 is conditional on the passing of Resolutions 3 through to 10 and 12 through to 16.

13. Resolutions 12 to 15 - Election of Directors of the Company

13.1 Background

Subject to Shareholders approving the Transaction, the Vendors will be invited to nominate up to 4 directors to the Company’s board of Directors. In accordance with those nominations made by the Vendors, Resolutions 12 to 15 respectively seek Shareholder approval for Robert Lapointe, Philip Horan, Tricia Mewett and Matthew Griffiths to be elected as Directors of the Company. If approved, their appointment will commence immediately at Completion. The interests of Robert Lapointe, Philip Horan, Trish Mewett and Matthew Griffiths as proposed Directors of the Company are set out in Section B.

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(a) Robert Lapointe (Non-Executive Chair)

Robert Lapointe’s business skills and marketing experience are well known in the market, having introduced KFC, Pizza Hut, Sizzler and Lone Star Steakhouse and Saloon to Australia. He has also applied the same expertise, energy and creativity to his horseracing interests, developing Muskoka Farm, a magnificent 280 acre family property at Gunderman on the Hawkesbury River, into one of Australia’s leading Thoroughbred spelling and pre-training establishments that accommodates up to 200 horses.

(b) Philip Horan (Founder - Proposed Executive Director)

Philip has over 30 years of experience in the property development and real estate sectors across Australia and the Middle East with involvement in projects including residential construction, subdivisions, tourism and commercial development. He also established and operated a business facilitation and development consultancy based in Dubai from 1991–2007, implementing Joint Ventures for Australian companies. His clients included Greater Union Cinemas, Rydges Hotels, Val Morgan Cinema Advertising, FPD Savills/Byvan, Sheridan, Oceanis Australia (Melbourne Aquarium), Austal Ships, Bega Cheese, Herron Pharmaceuticals and numerous smaller companies.

(c) Trish Mewett (Proposed Executive Director)

Trish has a background in team leadership, telecommunications and property services, including experience in operating her own franchise business. Trish joined the Hello Real Estate business during the development and proof-of-concept stage, assisting to develop and co-author many of the Hello Real Estate systems and operational procedures. Trish now heads up the sales team and operates the training course for inducting and training Hello Real Estate licensees. Trish has been instrumental in developing the relationships with some of Hello Real Estate's most valued service providers and the customer service system that underpin Hello Real Estate's outstanding level of service and communication.

(d) Matthew Griffiths (Proposed Managing Director)

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13.2 Recommendation on Resolutions 12, 13, 14 and 15

The Board recommends that Shareholders vote in favour of Resolutions 12, 13, 14 and 15.

Shareholders should note that Resolutions 12, 13, 14 and 15 are interdependent and also conditional on the passing of Resolutions 3 through to 11 and Resolution 16.

14. Resolution 16 - Change of Company name

14.1 Background

The Company proposes to change its name to "Hello Property Group Limited" to more accurately reflect the proposed future operations of the Company.

14.2 Legal requirements

Section 157(1) of the Corporations Act provides that a company may adopt a new name by Special Resolution passed at a general meeting.

14.3 Effect of approval

On Resolution 16 being passed, subject to Resolutions 3 through to 15 being passed, the Company will change its name from the date of Completion from “MinRex Resources Limited” to "Hello Property Group Limited".

14.4 Recommendation on Resolution 16

The Board recommends that Shareholders vote in favour of this Resolution.

Shareholders should note that Resolution 16 is conditional on the passing of Resolutions 3 through to 15.

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Section F - Glossary

1. Definitions

The following definitions are used in the Executive Director’s Letter, the Notice of Annual General Meeting and the Explanatory Memorandum:

Annual General	means	the general meeting of the Company to be held on 23 November 2015 pursuant
Meeting or	to the Notice of Annual General Meeting.
Meeting
ASIC	means	the Australian Securities and Investments Commission.
Associate	has the	meaning given to that term in Part 1.2, Division 2 of the Corporations Act.
ASX	means	ASX Limited ACN 008 624 691 or the securities exchange market operated by
	the ASX, as the context requires.
ASX Listing Rules	means	the official listing rules issued and enforced by the ASX, as amended from time
	to time.
Board or Board of	means	the board of Directors of the Company and in the context of a recommendation
Directors	to vote in favour of a resolution refers to the Board at the time of completion of due
	diligence relating to the Transaction.
Business Day	means	a day which is not a Saturday, Sunday or public holiday in Perth.
Capital Raising	means	the public offering to be undertaken by the Company consisting of a minimum
	of 33,333,333 and up to a maximum of 46,666,666 Placement Shares at an issue price
	of $0.15 to raise a minimum of $5 million and a maximum of $7 million.
Chairman	means	the chairman of the Company.
Closely Related	of a member of the Key Management Personnel means:
Party
	(a)	a spouse or child of the member;
	(b)	a child of the member’s spouse;
	(c)	a dependent of the member or the member’s spouse;
	(d)	anyone else who is one of the member’s family and may be expected to
		influence the member, or be influenced by the member, in the member’s
		dealing with the entity;
	(e)	a company the member controls; or
	(f)	a person prescribed by the_Corporations Regulations 2001_(Cth) for the
		purposes of the definition of ‘closely related party’ in the Corporations Act.
Company or	means	MinRex Resources NL ACN 151 185 867.
MinRex

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Completion	means completion of the sale and purchase of the Sale Shares, the issue of the
	Consideration Shares and the Performance Shares and the other steps required under
	the Share Purchase Agreement.
Consideration	means 45,000,005 Shares to be issued by the Company to the Vendors in accordance
Shares	with the Share Purchase Agreement.
Constitution	means the constitution of the Company, as amended from time to time.
Corporations Act	means_Corporations Act_ 2001(Cth).
Directors	means the directors of the Company.
Explanatory	means the explanatory memorandum set out in Section E.
Memorandum
Hello Real Estate	means Hello Real Estate Limited ACN 136 645 746.
or Hello
Hello Convertible	means the $500,000 of unsecured interest free convertible notes issued by Hello Real
Notes	Estate. The convertible notes will convert into Shares at an issue price of $0.12 per
	Share on receipt of the necessary shareholder approvals.
Independent	means the report in Annexure E.
Experts Report
Key Management	has the same meaning as in the accounting standards issued by the Australian
Personnel	Accounting Standards Board and means those persons having authority and
	responsibility for planning, directing and controlling the activities of the Company, or if
	the Company is part of a consolidated entity, of the consolidated entity, directly or
	indirectly, including any director (whether executive or otherwise) of the Company, or if
	the Company is part of a consolidated entity, of an entity within the consolidated group.
Notice of Annual	means the notice of Annual General Meeting set out in Section D of this document.
General Meeting
or Notice
Official Quotation	means officially quoted on the ASX.
and Officially
Quoted
Option	means an option in the issued capital of the Company which when exercised converts
	into one Share andOptions means any two or more of them.
Partly Paid Share	means a partly paid Share in the issued capital of the Company andPartly Paid
	Sharesmeans any two or more of them.
Partly Paid	means a holder of Partly Paid Shares andPartly Paid Shareholdersmeans any two
Shareholder	or more of them.
Performance	means the 30,000,015 performance shares issued in consideration for the Sale Shares
Shares	on the terms set out in Annexure D.
Prospectus	means the prospectus to be issued by the Company to conduct the Capital Raising.
Remuneration	means the remuneration report set out in the Director’s report section of the
Report	Company’s annual financial report for the year ended 30 June 2015.

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Resolution

means a resolution to be passed by the requisite majority of Shareholders of the Company on a show of hands or by the requisite majority of votes given on a poll.

Restricted means securities of the Company that: Securities (a) are subject to escrow restrictions as determined in accordance with Appendix 9B of the ASX Listing Rules; or (b) in the opinion of the ASX, should be treated as restricted securities. Sale Shares means the entire unencumbered issued capital of Hello Real Estate comprising 85,712,305 fully paid ordinary shares held by the Vendors. Share means a fully paid ordinary share in the issued capital of the Company and Shares means any two or more of them. Share Purchase means the share purchase agreement entered into by the Company and the Vendors Agreement (as amended from time to time) relating to the Transaction dated 6 October 2015. Shareholder means a holder of a Share. Special means a Resolution: Resolution (a) of which notice as set out in section 249L(1)(c) of the Corporations Act has been given; and (b) that is to be passed by at least 75% of the votes cast by Shareholders entitled to vote on the Resolution. Timetable means the timetable in paragraph 9.6 of Section E of the meeting booklet. Transaction means the sale by the Vendors of the Sale Shares to the Company in consideration for the issue of the Consideration Shares and the Performance Shares by the Company to the Vendors as announced by the Company on 8 July 2015. Valex means the CoreLogic 'Valex - Property Valuation Platform'. Vendors means the shareholders of Hello.

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Interpretation

For the purposes of interpreting the Executive Director’s Letter, the Explanatory Memorandum and the Notice of Annual General Meeting:

(a) the singular includes the plural and vice versa;
(b) words importing any gender include both genders;
(c) reference to any statute, ordinance, regulation, rule or other law includes all regulations and other instruments and all consolidations, amendments, re-enactments or replacements for the time being in force;
(d) all headings, bold typing and italics (if any) have been inserted for convenience of reference only and do not define limit or affect the meaning or interpretation of the Executive Director’s Letter, the Explanatory Memorandum and the Notice of Annual General Meeting;
(e) reference to persons includes bodies corporate and government authorities and in each and every case, includes a reference to the person’s executors, administrators, successors, substitutes (including without limitation persons taking by novation and assignment); and
(f) reference to $, AUD, Australian Dollars or dollars is a reference to the lawful tender for the time being and from time to time of the Commonwealth of Australia.

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Annexure A Pro-forma Balance Sheet

An unaudited pro-forma balance sheet of the Company following Completion is set out below.

The pro-forma Historical Financial Information gives effect to the pro-forma adjustments set out below as if they had occurred on the date being presented, being 30 June 2015. Unless specifically described, the pro-forma Historical Financial Information does not include adjustments for the Company’s business occurring after 30 June 2015 that do not relate to the acquisition or the capital structure of the Company. The pro-forma adjustments are detailed below.

	Actual	Pro-forma Group	Pro-forma Group
	30-Jun-15 (audited) MinRex 30-Jun-15 (audited) Hello	Unaudited Merged Hello / MinRex Minimum	Unaudited Merged Hello / MinRex Maximum
	$ $	$	$
Current assets Cash and cash equivalents (b) Trade and other receivables Prepayments Total current assets Non-current assets Property, plant and equipment Intangibles Total non-current assets Total assets Current liabilities Trade and other payables Borrowings Total current liabilities Total liabilities Net assets Equity Contributed equity (c) Accumulated losses (d) Total equity	1,526,014 4,694 26,132 270,358 7,589 750,000	5,830,708 296,490 757,589	7,728,708 296,490 757,589
	1,559,735 1,025,052 12,072 48,763 - 696,406	6,884,787 60,835 696,406	8,782,787 60,835 696,406
	12,072 745,169	757,241	757,241
	1,571,807 1,770,221	7,642,028	9,540,028
	26,520 289,650 - 357,046	316,170 357,046	316,170 357,046
	26,520 646,696 26,520 646,696	673,216 673,216	673,216 673,216

	1,545,287 1,123,525	6,968,812	8,866,812
	3,454,614 1,685,874 -1,909,327 -562,349	9,074,624 -2,105,812	10,974,624 -2,107,812
	1,545,287 1,123,525	6,968,812	8,866,812

(a) Pro-forma Adjustments

1) Acquisition of Hello Real Estate Limited - The acquisition of Hello Real Estate Limited ( Hello ) by the issue of 45,000,000 ordinary shares in MinRex Resources NL ( MinRex ) to the shareholders of Hello and a further 4,166,666 ordinary shares in MinRex to the Convertible Note Holders in Hello is in accordance with the Share Purchase Agreement dated 6 October 2015.

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2) For accounting purposes, the acquirer has been identified as Hello. Accordingly, the pro-forma Group incorporates the assets and liabilities of MinRex and Hello as if the Group was headed by Hello. At the acquisition date the assets and liabilities of Hello (being the acquirer for accounting purposes) are recorded at fair value.

As noted above, the transaction will be accounted for as an asset acquisition via a share based payment. The excess of the estimated fair value of the equity instruments that Hello is deemed to have issued to acquire MinRex (the Deemed Consideration ), plus the transaction costs (together, the Consideration ) over the estimated fair value of MinRex’s net assets will be recorded as a charge to the accumulated losses. This charge effectively represents the cost of acquiring the listing status of the Company. For the purpose of the pro forma adjustment, the estimated fair value of the equity instruments deemed to be issued by Hello amounts to $2,756,250, based on the notional MinRex Share price of $0.15 (being the share price that shares will be issued at under the Capital Raising) and the number of Shares on issue post-completion, but prior to the issue of the Consideration Shares (ie 18,375,001 ordinary shares post conversion of the partly paid ordinary shares at a notional price of $0.20).

For the purposes of the pro-forma Historical Financial Information it is assumed that the Options issued to Partly Paid Shareholders would not result in a material adjustment to the Deemed Consideration.

On the assumption that the net assets of MinRex are recorded at their fair value, and the acquisition occurred on 30 June 2015, the Consideration would be allocated as follows:

0 June 2015, the Consideration would be allocated as	follows:
Deemed consideration Fair value of net assets of MinRex at 30 June 2015 Plus cost of listing status acquired by Hello Real Estate charged to accumulated losses	$ 2,756,250 1,545,287 1,210,963
	2,756,250

3) Shares issued under the Prospectus - As part of the Company’s re-compliance with Chapters 1 and 2 of the ASX Listing rules, the Company is seeking shareholder approval to conduct a capital raising by offering under a Prospectus up to 46,666,666 ordinary shares at a price of $0.15 per ordinary share to no less than the number of new investors in MinRex required by the ASX, to raise up to $7,000,000 with a minimum subscription of $5,000,000; and
4) The Directors estimate that costs for the preparation and implementation of the Prospectus will fall between $367,500 and $467,500, based on capital raisings respectively of $5,000,000 and $7,000,000 and this estimated cost has been deducted from the capital raising.
5) Costs associated with the acquisition of Hello – For pro-forma purposes the costs of acquisition for due diligence, preparation of the explanatory memorandum, etc. are assumed to have been incurred and expensed in the pro forma Group balance sheet.
6) The reduction in capital of the Partly Paid Shares and the issue of Options to the Partly Paid Shareholders.
7) No pro-forma adjustment has been made for any capital raised as a result of the exercise of any Options or Partly Paid Shares.

(b) Cash and cash equivalents

The movement in cash and cash equivalents as reflected in the pro-forma balance sheets at 30 June 2015 are shown as follows:

Cash and cash equivalents at 30 June 2015 - actual Pro-forma adjustments - Net proceeds from Prospectus	Minimum Subscription Maximum Subscription $ $ 1,530,708 1,530,708 4,300,000 6,198,000
	5,830,708 7,728,708

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(c) Issued Capital

The movement in issued capital as reflected in the pro-forma balance sheets at 30 June 2015 is shown below:

Ordinary Shares MinRex Issued Capital at 30 June 2015 - actual Hello Issued Capital at 30 June 2015 - actual Pro-forma adjustments - Capital reduction and consolidation of party paid shares - Consideration Shares / Deemed consideration - Net Capital Raising - Elimination of MinRex pre-completion issued capital Options MinRex Options at 30 June 2015 - actual Pro-forma adjustments - Capital reduction and consolidation of party paid shares	Minimum Subscription Maximum Subscription Number $ Number $ 17,500,001 3,454,615 17,500,001 3,454,615 - 1,685,874 - 1,685,874 875,000 - 875,000 - 49,166,666 2,756,250 49,166,666 2,756,250 33,333,333 4,632,500 46,666,666 6,532,500 - (3,454,615) - (3,454,615)
	100,875,000 9,074,624 114,208,333 10,974,624
	16,625,000 - 16,625,000 -
	16,625,000 - 16,625,000 -

(d) Accumulated Losses

The movement in accumulated losses as reflected in the pro-forma balance sheets at 30 June 2015 is shown below:

MinRex accumulated losses at 30 June 2015 - actual Hello accumulated losses at 30 June 2015 actual Pro-forma adjustments - Cost of listing status acquired by Hello charged to accumulated losses - Elimination of pre-completion accumulated losses of MinRex	Minimum Subscription Maximum Subscription $ $ (1,909,327) (1,909,327) (562,349) (562,349) (1,543,463) (1,545,463) 1,909,327 1,909,327
	(2,105,812) (2,107,812)

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Annexure B Terms of Options

The Options are subject to the following terms and conditions:

(g) the Options will be issued at no cost;
(h) each Option entitles the holder thereof to subscribe for one Share in the Company;
(i) the Options may be exercised in whole or in part by notice in writing being delivered to the Company at any time prior to 11 July 2016 ( Expiry Date );
(j) the exercise price of the Options is 20 cents for each Share subscribed for;
(k) any Option not exercised on or before the Expiry Date will expire and cease to carry any rights or benefits;
(l) a statement will be issued for the Options. A new holding statement will be issued when a change takes place in the number of Options held;
(m) the holders of Options will have the right to participate in new issues of capital which may be offered to the Company’s shareholders during the currency of the Options, without exercising the Options, provided the entitlement arises in accordance with ASX Listing Rule 6.20. Any change to the Option’s exercise price or the number of underlying securities must be made in accordance with ASX Listing Rules 6.21 and 6.22;
(n) the rights of the holders of Options will change to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation;
(o) the Options are freely transferable;
(p) Shares issued pursuant to the exercise of the Options will be issued following receipt of all relevant documents and payments in respect thereto and will rank for dividends pro rata with the existing issued Shares, as at the date of exercise of the Options. Subject to any ASX ruling regarding Restricted Securities, Shares so issued will rank pari-passu with the then issued Shares of the Company; and
(q) the Company will make application for any Shares issued upon the exercise of any Option to be granted Official Quotation by the ASX.

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Annexure C Risk Factors

There are a number of risks associated with the Transaction, including risks specific to Hello Real Estate.

Shareholders should recognise that if Resolutions 3 to 15 are approved and the Transaction proceeds, there are a number of general and specific risks that the Company may face, which may materially and adversely impact the future operating and financial performance of the Company and the value of its Shares. As many of these risks are outside the control of MinRex and/or its Directors, if Shareholders approve this transaction, there can be no guarantee that MinRex can achieve its objectives.

Based on the information available, the following is not intended to be an exhaustive list of the risk factors to which MinRex is exposed.

Risks specific to an investment in Hello Real Estate

(a) Limited operating history

Hello’s limited operating history makes evaluating the business and prospects difficult. Hello began operations in 2012. As a result, Hello has a limited operating history to evaluate. It is also difficult to evaluate the risks frequently encountered by early stage companies using new and unproven business models and entering new and rapidly evolving markets. These risks include a potential failure to:

obtain new customers at reasonable cost, retain existing customers, encourage repeat purchases or convert website visitors into customers;
increase awareness of the Hello brand and continue to build user loyalty;
retain existing customers and suppliers of services or expand service offerings on satisfactory terms from new suppliers;
adequately and efficiently operate, upgrade and develop the systems used;
maintain adequate control of expenses;
attract and retain qualified personnel;
- respond to technological changes; or
respond to competitive market conditions.
(b) Competition Risks

The property industry is highly competitive. Competition may arise from a number of sources including companies with greater capital resources. Hello’s competitors include media backed organisations, licensed real estate agents, and real estate industry bodies who operate online classified websites and other websites offering a range of properties for sale. Hello’s performance could be adversely affected if existing or new competitors reduce Hello’s market share through aggressive price competition; increasing product offerings to include various property services, and/or downstream transaction products and services. There is a particular risk, that the Real Estate industry may lobby against Hello’s Licence based Real Estate model.

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The Hello business is dependent upon the sale and operation of Satellite Business Units. Specifically, the Hello Business Model is dependent upon i) the sale of multiple SBUs in each State and Territory, and ii) selling multiple properties in each area that SBUs operate.

(d) Brand and Reputation

Given the focus of Hello is to disrupt the Real Estate industry, there is a strong risk that Hello will be targeted by incumbent Real Estate Agents, Groups, and Industry Associations looking to tarnish the Hello reputation and brand.

(e) Failure to scale up and commercialise

Hello is of interest to its major partners due to i) the disruptive Business Model, and ii) national coverage. If either of these were not to occur, Hello would not be able to attract major partners or competitive pricing on their products and services.

(f) Loss of key personnel

In the short term, Hello Real Estate's success depends to a significant extent on its key personnel, in particular Phil Horan, Matthew Griffiths, Tricia Mewett, and Fred Dubash who have extensive experience in, and knowledge of, Hello Real Estate's products and business. The loss of these key management personnel, and in particular Phil Horan and Tricia Mewett, or any delay in their replacement could have a significant adverse effect on the management of the Company, its financial performance and future prospects.

(g) Shortage of funding

The funds raised pursuant to Resolution 11 will be used to commercialise and accelerate the Company’s business, marketing and growth plans. If the Company incurs unexpected costs or is unable to generate sufficient operating income, further funding may be required. The Company may require additional funding to carry out the full scope of its plans. There can be no assurance that such funding will be available on satisfactory terms or at all. Any inability to obtain funding will adversely affect the business and financial condition of the Company and, consequently, its performance.

Any additional financing through share issues may dilute shareholdings. Debt financing may not be available to support the scope and extent of proposed developments. If available, it may impose restrictions on operating activities or anticipated expansion of the Company’s operations.

(h) Insurance

The Company intends to adequately insure its operations in accordance with industry practice. However, in certain circumstances, the Company’s insurance may not be available or of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of the Company. In addition, there remains the risk that an insurer defaults in the payment of a legitimate claim by the Company.

Risks to the Shares of the Company

(i) Securities investment risk

The prices at which the Shares trade may fluctuate in response to a number of factors.

Furthermore, the stock market has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies. There can be no

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guarantee that these trading prices will not fluctuate. These factors may materially affect the market price of the Shares regardless of the Company’s operational performance.

The Shares issued by the Company carry no guarantee in respect of profitability, dividends, return of capital, or the price at which they may trade on the ASX.

The value of the Shares will be determined by the stock market and will be subject to a range of factors beyond the control of the Company, and the directors and officers of the Company. Such factors include, but are not limited to, the demand for and availability of the Shares, movements in domestic interest rates, exchange rates, fluctuations in the Australian and international stock markets and general domestic and economic activity. Returns from an investment in the Shares may also depend on general stock market conditions as well as the performance of the Company. There can be no guarantee that an active market in the Shares will develop or that the market price of the Shares will not decline below the issue price.

(j) Dilution

In certain circumstances, the Directors may issue equity securities without any vote or action by Shareholders. If the Company were to issue any equity securities the percentage ownership of existing Shareholders may be reduced and diluted.

General risks

(a) Government legislation and policy changes

Changes in relevant laws, regulations and government policies may adversely affect the Company's product approvals, ingredient availability, proposed operations, increase costs, or affect the financial performance or any future revenue of the Company. Such changes are beyond the control of the Company.

(b) Economic risks and conditions

The future performance and viability of the Company is also dependent on a number of factors which may affect the performance of all industries and not just the real estate industry and exploration and mining industries including, but not limited to, the following:

general economic conditions;
changes in Government policies, taxation and other laws;
the strength of the equity and share markets in Australia and throughout the world and, in particular, investment sentiment towards the commodities sector;
movement in, or outlook on, exchange rates, interest rates and inflation rates;
industrial disputes in Australia and overseas;
changes in investor sentiment toward particular market sectors;
financial failure or default by an entity with which the Company may become involved in a contractual relationship; and
natural disasters, social upheaval or war.
(c) Investments

The Shares should be considered speculative due to the nature of Hello Real Estate's business and the early stage of market development. There is no guarantee as to the payment of dividends, return

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of capital or the market value of the Shares. The prices at which an investor may be able to trade the Shares may be above or below the price paid by the investor for the Shares.

Prospective investors must make their own assessment of the likely risks and determine whether an investment in the Company is appropriate to their own circumstances.

(d) Share market

Share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. The market price of the Shares may be subject to fluctuation and may be affected by many factors including, but not limited to, the following:

general economic outlook;
interest rates and inflation rates;
currency fluctuations;
commodity price fluctuations;
changes in investor sentiment toward particular market sectors;
the demand for, and supply of, capital; and
terrorism or other hostilities.

There is also no guarantee that an active market in the Shares will develop or that the price of the Shares will increase. There may be relatively few buyers or sellers of Shares on the ASX at any particular time:

(e) Competition

The industry in which the Company will be involved is subject to domestic and global competition. While the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, and such activities or actions may, positively or negatively, affect the operating and financial performance of the Company’s projects and business.

(f) Future capital needs

Further funding of projects may be required by the Company to support its ongoing activities and operations. There can be no assurance that such funding will be available on satisfactory terms or at all. Any inability to obtain funding will adversely affect the business and financial condition of the Company and, consequently, its performance.

(g) Unforseen expenses

While the Company is not aware of any expenses that may need to be incurred that have not been taken into account, if such expenses were subsequently incurred, the expenditure proposals of the Company may be adversely affected.

(h) Litigation

Litigation brought by third parties including but not limited to customers, partners, suppliers, business partners or employees could negatively impact the business in the case where the impact of such litigation is greater than or outside the scope of the Company’s insurance.

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Annexure D Terms of Performance Shares

The Performance Shares are subject to the following terms and conditions:

(a) the Performance Shares are issued in consideration for the shares in Hello Real Estate Limited (ACN 136 645 746) ( Sellers Shares );
(b) each Performance Share is a share in the capital of the MinRex Resources NL (ACN 151 185 867) ( Company );
(c) each Performance Share will automatically convert into one fully paid ordinary share in the capital of the Company upon the satisfaction of certain events, described below;
(d)
no consideration is payable on conversion of the Performance Shares;
(e) if the Performance Shares have not converted into fully paid ordinary shares by the relevant expiry date then Performance Shares for a particular tranche will be redeemed for a total nominal sum of $1.00;
(f) conversion of Performance Shares to Shares will take place on the satisfaction of the following events ( Relevant Events ):
(i) tranche 1 Performance Shares will convert to fully paid ordinary shares on 1 July 2016 upon the Company (or any of its subsidiaries) achieving the sale of 47 licensed satellite business units for the financial year ending 30 June 2016;
(ii) tranche 2 Performance Shares will convert to Shares with effect from 1 July 2017 no later than 30 September 2017 upon the Company (or any of its subsidiaries) achieving annual audited earnings before interest, tax, depreciation and amortisation ( EBITDA ) of $2.7 million for the financial year ending 30 June 2017; and
(iii) tranche 3 Performance Shares will convert to Shares with effect from 1 July 2018 no later that 30 September 2018 upon the Company (or any of its subsidiaries) achieving annual audited EBITDA of $4.0 million for the financial year ending 30 June 2018;
(g) the holders of Performance Shares shall be entitled to:
(i) receive notices of general meetings of the Company;
(ii) receive financial reports and accounts of the Company; and
(iii) attend general meetings of the Company;
(h) the holders of Performance Shares shall not be entitled to:
(i) vote on any resolutions proposed at a general meeting of the Company;
(ii) receive any dividends of the Company;
(iii) participate in the surplus profits or assets of the Company upon a winding up of the Company; or
(iv) participate in any new issues of capital in the Company offered to holders of fully paid ordinary shares in the Company, such as bonus issues and/or entitlements issues (except to the extent that they also hold fully paid ordinary shares in the Company);

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(i) the Performance Shares are not transferable;
(j) if not converted to fully paid ordinary shares or redeemed, the Performance Shares will expire on 31 December 2018;
(k) if at any time the issued capital of the Company is reconstructed, all rights attaching to Performance Shares will be varied to the extent necessary to comply with the applicable ASX listing rules at the time of the reorganisation;
(l) if the conversion of some or all of the Performance Shares would result in any person being in contravention of section 606 of the Corporations Act, then the conversion of each Performance Share that would cause the contravention will be deferred until the conversion will not result in a contravention of section 606 (and the Company must use all reasonable endeavours to cause this to occur as soon as reasonably practical);
(m) the Performance Shares will not be quoted on the ASX. However, upon conversion of the Performance Shares into fully paid ordinary shares in the Company, the Company must within 5 Business Days of the relevant date, apply for the official quotation of those fully paid ordinary shares in the Company arising from the conversion on the ASX; and
(n) the Company will apply to the ASX for approval of the terms of the Performance Shares. If the proposed terms are not approved by the ASX, then the parties shall negotiate in good faith amendments to the terms and conditions in order to obtain the approval of the ASX.

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Annexure E Independent Expert's Report

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MINREX RESOURCES NL Proposed Acquisition of Hello Real Estate Limited

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE

22 OCTOBER 2015

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22 October 2015

The Directors MinRex Resources NL LinQ House, Level 1 17 Ord Street West Perth WA 6005

Dear Directors,

Independent Expert’s Report for MinRex Resources NL

1 INTRODUCTION

MinRex Resources NL (“MinRex”) is a public company listed on the Australian Securities Exchange (“ASX”). MinRex has interests in two gold, base metal and tin tenements in Australia. Hello Real Estate Limited (“Hello”) is an early stage company that has developed a fixed fee real estate service designed to assist vendors to sell their own homes. Hello partners with Satellite Business Units (“SBUs”) who deploy the Hello service offering in designated territories of Australia.

On 7 October 2015 MinRex and Hello announced a share purchase agreement for MinRex to acquire 100% of the issued equity in Hello (the “Proposed Transaction”). The consideration for 100% of the outstanding equity will be 49.2 million MinRex shares and a possible additional 30 million performance shares should certain performance hurdles be met. We have defined the combined MinRex and Hello after the Proposed Transaction as the (“Proposed Merged Entity”).

Further information regarding the Proposed Transaction is set out in Section 1 of this report.

2 PURPOSE OF THE REPORT

If the Proposed Transaction is approved, the vendors of Hello would acquire an aggregate 44.6% holding in MinRex and two associated vendors would receive an aggregate 26% holding, assuming the proposed capital raising reaches its $5 million minimum subscription. An acquisition of securities that enables a shareholder, together with its associates, to increase its relevant interest in a listed company from below 20% to above 20% is prohibited, except in certain circumstances. One of the exceptions is if the acquisition is approved at a general meeting of the subject company. The approval of the Proposed Transaction is therefore being sought at a general meeting of MinRex’s shareholders (“Shareholders”).

When shareholders are requested to approve an acquisition of securities allowing a shareholder, together with its associates, to increase its relevant interest in a listed company from below 20% to above 20%, they must be provided with an independent expert’s report or a detailed directors’ report on the Proposed Transaction. The directors of MinRex have therefore engaged Leadenhall Corporate Advisory Pty Ltd (“Leadenhall”) to prepare an independent expert’s report assessing whether the Proposed Transaction is fair and reasonable to Shareholders. This report is to be included in the notice of meeting that will be sent to Shareholders regarding the Proposed Transaction.

Further information regarding the purpose of this report is provided in Section 2 of this report.

Note: All amounts stated in this report are in Australian dollars unless otherwise stated. Tables in this report may not add due to rounding.

leadenhall.com.au

ADELAIDE Level 1, 31 Franklin St, Adelaide SA 5000 T 08 8385 2200 MELBOURNE Level 9, 440 Collins St, Melbourne Vic 3000 T 03 9607 1330 SYDNEY Level 11, 65 York St, Sydney NSW 2000 T 02 8823 6224

[email protected] T 1800 355 778

ABN 11 114 534 619 AFSL 293586

MinRex Resources NL Independent Expert’s Report and Financial Services Guide 22 October 2015

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3 BASIS OF EVALUATION

In order to assess whether the Proposed Transaction is fair and reasonable we have:

♦ Assessed it as fair if the value of a MinRex share after the Proposed Transaction is greater than or equal to the value of a MinRex share before the Proposed Transaction
♦ Assessed it as reasonable if it is fair, or despite not being fair, the advantages to Shareholders outweigh the disadvantages. We have therefore analysed the advantages and disadvantages to Shareholders of undertaking the Proposed Transaction

Further details of the basis of evaluation are provided in Section 2 of this report.

4 CONCLUSION

4.1 The proposed transaction is fair

Value of MinRex before the Proposed Transaction

We have assessed the current fair market value of MinRex, based on the net asset approach, as follows:

Table 1: Valuation of MinRex

$'000	Low	High
Cash	1,526	1,526
Deflector Extended Project	-	166
Heemskirk Project	-	131
Other net assets	19	19
Audited net assets as at 30 June 2015	1,545	1,843
Listed Shell	500	750
Subsequent expenditure	(59)	(59)
Transaction costs	(195)	(195)
Total equity value	1,791	2,339
Value attributable to partly paid shares	(98)	(98)
Value attributable to fully paid shares	1,693	2,241
Fully paid shares outstanding	17,500	17,500
Assessed value per share (cents)	0.10	0.13
Source: MinRex and Leadenhall analysis

As at 30 June 2015, MinRex had cash of approximately $1.5 million, with minimal expenditure since this date, apart from transaction costs which have been assessed separately. We have estimated the value of MinRex’s exploration projects to be between nil (the current book value) and the costs incurred to date, as these are both early stage projects with no resources and limited prospectivity in the current commodity price environment. As well as the assets presented in its financial statements, the other significant asset of MinRex is its stock exchange listing, which provides shareholder value as a vehicle for a backdoor listing. Based on recent discussions we have had with stock brokers and insolvency professionals, we understand the typical value for a listed shell company is in the range of $0.5 million to $1.0 million. However, due to recent changes in ASX rules, there is currently an over-supply of shell companies, depressing the value that may be achieved if MinRex were used for an alternative backdoor listing transaction. As a result we have assessed the value of MinRex’s shell to be $0.5 million to $0.75 million. This analysis is described further in Section 7 of this report.

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Value of Proposed Merged Entity

We have determined the fair market value of a share in the Proposed Merged Entity using the sum of the parts method. This assessment has been made on a minority interest basis (i.e. excluding a control premium) as MinRex’s existing shareholders would be minority shareholders in the Proposed Merged Entity.

Table 2: Valuation of Proposed Merged Entity

Description	Low ($'000) High ($'000)
Assessed value of Hello on a minority basis Cash held by Minrex Other assets and liabilities of Minrex Transaction costs Total equity value attributable to proposed merged entity Value attributable to optionholders Value attributable to ordinary shares Minrex shares currently on issue Minrex partly paid shares (after 1 for 20 consolidation) Shares to be issued as consideration for Hello Total shares Assessed value per share	6,500 8,000 1,526 1,526 (40) 258 (195) (195)
	7,791 9,589 (110) (110)
	7,681 9,479
	17,500 17,500 875 875 49,167 49,167
	67,542 67,542

	0.11 0.14

Source: Leadenhall analysis

We applied the discounted cash flow method, with cross-checks by reference to the most recent capital raising and the capitalisation of earnings method, to assess the value of Hello on a minority basis. In applying the discounted cash flow methodology, we applied a discount rate of 20% to 25% to projected after tax cash flows in order to determine their net present value. Based on this analysis we selected a value of $6.5 million to $8.0 million, after applying a discount for lack of control of 20%.

Further details of our valuation of the Proposed Merged Entity are provided in Section 9 of this report.

Conclusion to fairness

The Proposed Transaction is fair because the value of a share in the Proposed Merged Entity (i.e. MinRex plus Hello after the Proposed Transaction) is greater than the value of a MinRex share before the Proposed Transaction, as set out in the table below:

Table 3: Assessment of fairness

		Low	High
Fair market value of a MinRex share (before Proposed Transaction)	(Section 7)	$0.10	$0.13
Fair market value of a Proposed Merged Entity share	(Section 9)	$0.11	$0.14

Source: Leadenhall analysis

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4.2 The proposed transaction is reasonable

In accordance with regulatory guidelines, we have defined the Proposed Transaction as being reasonable if it is fair, or if despite not being fair, the overall advantages of the proposal outweigh its disadvantages to MinRex shareholders. Whilst we have assessed the Proposed Transaction to be fair we have also considered the advantages and disadvantages to Shareholders of the Proposed Transaction.

Advantages

The main advantages of the Proposed Transaction are:

♦ Operating business - At present MinRex has no material operating activities and no reliable sources of income, other than small amounts of bank interest which is insufficient to meet its outgoings. If the Proposed Transaction proceeds, Shareholders will have exposure to a growth business exposed to a large market that has the potential to create significant capital gains over the next several years if the business model is successful.
♦ Market trading - If the Proposed Transaction is not completed, it is likely that MinRex shares would trade at a discount to their recent trading levels. This is highlighted by the increase in the trading price of MinRex shares following the announcement of the Proposed Transaction.
♦ Increased liquidity - Market trading in MinRex shares is currently very illiquid, with frequent periods of several days in which no shares are traded. If the Proposed Transaction is approved it could result in increased liquidity and greater trading depth than MinRex has on a standalone basis.
♦ No transaction costs - If the Proposed Transaction is completed, Shareholders will effectively exit an illiquid position in a company with no material operating business and get exposure to an operating business without having to sell their MinRex shares. Thus they will avoid transaction costs that might apply if they sought alternative ways to achieve a similar result.

Disadvantages

The main disadvantages of the Proposed Transaction are:

♦ Investment profile – Investors who acquired MinRex shares for exposure to minerals development projects may not wish to hold an investment in Hello which operates in a different sector that may not be aligned with investors objectives.
♦ Potential further capital requirements - Hello is still at an early stage of its development and while it is expected that the proposed capital raising will be sufficient to fund its needs until it becomes cash flow positive, there is a risk that either the funding will run out before cash flow turns positive or additional funding will be required for further growth.
♦ Loss of control - If the Proposed Transaction is approved, the vendors of Hello would acquire a combined 44.6% holding in MinRex, assuming the proposed capital raising reaches its $5 million minimum subscription, which will give them effective joint control. The vendors of Hello may not always act in the best interest of MinRex’s other shareholders, subject to compliance with relevant laws and regulations.

Conclusion on reasonableness

As the Proposed Transaction is fair it is also reasonable.

4.3 Opinion

In our opinion, the Proposed Transaction is fair and reasonable to MinRex’s shareholders. This opinion should be read in conjunction with our detailed report which sets out our scope, analysis and findings in more detail.

Yours faithfully

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Richard Norris Director

Dave Pearson

Director

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LEADENHALL CORPORATE ADVISORY PTY LTD

ABN 11 114 534 619

Australian Financial Services Licence No: 293586

FINANCIAL SERVICES GUIDE

Leadenhall Corporate Advisory Pty Ltd (“Leadenhall” or “we” or “us” or “our” as appropriate”) has been engaged to issue general financial product advice in the form of a report to be provided to you.

Financial Services Guide

In providing this report, we are required to issue this Financial Services Guide (“FSG”) to retail clients. This FSG is designed to help you to make a decision as to how you might use this general financial product advice and to ensure that we comply with our obligations as a financial services licensee.

Financial Services We are Licensed to Provide

We hold Australian Financial Services Licence 293586 which authorises us to provide financial product advice in relation to securities (such as shares and debentures).

We provide financial product advice by virtue of an engagement to issue a report in connection with a financial product. Our report will include a description of the circumstances of our engagement and the party who has engaged us. You will not have engaged us directly but will be provided with a copy of the report because of your connection to the matters in respect of which we have been engaged to report.

Any report we provide is provided on our own behalf as a financial service licensee authorised to provide the financial product advice contained in that report.

General Financial Product Advice

The advice produced in our report is general financial product advice, not personal financial product advice, because it has been prepared without taking into account your personal objectives, financial situation or needs. You should consider the appropriateness of this general advice having regard to your own objectives, financial situation and needs before you act on the advice. Where the advice relates to the acquisition or possible acquisition of a financial product, you should also obtain a product disclosure statement relating to the product and consider that statement before making any decision about whether to acquire the product.

Benefits that We May Receive

We charge fees for providing reports. These fees will be agreed with the person who engages us to provide the report. Fees will be agreed on either a fixed fee or time cost basis. Leadenhall is entitled to receive a fixed fee of $30,000 (excl. GST) for preparing this report. This fee is not contingent upon the outcome of the Proposed Transaction.

Except for the fees referred to above, neither Leadenhall, nor any of its directors, consultants, employees or related entities, receive any pecuniary or other benefit, directly or indirectly, for or in connection with the provision of this report.

Remuneration or Other Benefits Received by our Employees, Directors and Consultants

All our employees receive a salary. Our employees are eligible for bonuses which are not based on the outcomes of any specific engagement or directly linked to the provision of this report. Our directors and consultants receive remuneration based on time spent on matters.

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Referrals

We do not pay commissions or provide any other benefits to any person for referring clients to us in connection with the reports that we are licensed to provide.

Complaints Resolution

As the holder of an Australian Financial Services Licence, we are required to have a system in place for handling complaints from persons to whom we have provided reports. All complaints must be in writing, to the following address:

Leadenhall Corporate Advisory Pty Ltd Level 1, 31 Franklin Street Adelaide SA 5000

Email: [email protected]

We will try to resolve your complaint quickly and fairly and will endeavour to settle the matter within 14 days from the time the matter is brought to our attention.

If you do not get a satisfactory outcome, you have the option of contacting the Financial Ombudsman Service (“FOS”). The FOS will then be able to advise you as to whether or not they can assist in this matter. The FOS can be contacted at the following address:

Financial Ombudsman Service GPO Box 3 Melbourne VIC 3001

Telephone: 1300 780 808 Email: [email protected]

Compensation Arrangements

Leadenhall holds professional indemnity insurance in relation to the services we provide. The insurance cover satisfies the compensation requirements of the Corporations Act 2001.

22 October 2015

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MinRex Resources NL Independent Expert’s Report and Financial Services Guide 22 October 2015

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1	Terms of the Proposed Transaction ............................................................. 9
2	Scope ............................................................................................................ 11
3	Profile of MinRex .......................................................................................... 13
4	Residential Real Estate Services In Australia ............................................ 18
5	Profile of Hello .............................................................................................. 23
6	Valuation Methodology ................................................................................ 33
7	Valuation of MinRex ..................................................................................... 34
8	Valuation of Hello ......................................................................................... 36
9	Valuation of Proposed Merged Entity ......................................................... 43
10	Evaluation ..................................................................................................... 45
	: Glossary ............................................................................................ 47
	: Valuation Methodologies ................................................................. 48
	: Comparable Companies .................................................................. 51
	: Qualifications, Declarations and Consents .................................... 52

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MinRex Resources NL Independent Expert’s Report and Financial Services Guide 22 October 2015

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1 TERMS OF THE PROPOSED TRANSACTION

1.1 Acquisition of Hello

MinRex is a listed Australian exploration company with interests in two gold, base metal and tin tenements in Australia. Hello is a licensed real estate agency with a fixed price service to assist people in the sale of their own properties. Hello is described in more detail in Section 4 of this report.

On 8 July 2015 MinRex and Hello entered into a memorandum of understanding for MinRex to acquire 100% of the issued equity in Hello. The agreement was formalised pursuant to a sale and purchase agreement dated 6 October 2015. Under the Proposed Transaction, the initial consideration for the acquisition of 100% of Hello is 49.2 million new fully paid ordinary MinRex shares (comprising 45 million MinRex shares issued in consideration for Hello shares and a further 4.2 million MinRex shares issued on the conversion of Hello convertible notes). As part of the Proposed Transaction MinRex has also agreed to issue up to 30 million additional MinRex shares to the vendors of Hello on the following terms:

♦ 10,000,000 performance shares subject to Hello achieving the sale of 47 licenced SBUs by the end of the 30 June 2016 financial year
♦ 10,000,000 performance shares subject to Hello achieving annual audited Earnings before Interest, Tax, Depreciation and Amortisation (“EBITDA”) of $2.7 million by the end of the 30 June 2017 financial year
♦ 10,000,000 performance shares subject to Hello achieving annual audited EBITDA of $4.0 million by the end of the 30 June 2018 financial year

1.2 Partly paid share consolidation

MinRex currently has 17.5 million fully paid shares and 17.5 million partly paid shares on issue. If the Proposed Transaction is approved MinRex will undertake a 1 for 20 consolidation of its partly paid shares. The existing holders of partly paid shares will also be issued a total of 16,625,000 call options exercisable at 20 cents per share. The options will expire on 11 July 2016.

1.3 Capital raising

The Proposed Transaction is contingent upon MinRex raising a minimum of $5.0 million through the issue of new shares. The capital raising is currently expected to be undertaken at $0.15 cents per share.

1.4 Board restructure

If the Proposed Transaction is completed there will be a restructure of MinRex’s board to include four directors from Hello and one of the existing MinRex directors. At present the board is expected to be comprised of Robert Lapointe, Philip Horan, Trish Mewett, Matthew Griffiths and Simon Durack. Details of their experience are provided in Sections 3.5 and 5.9 below.

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1.5 Summary

The existing and proposed corporate structures of MinRex and Hello are outlined in the simplified diagram below.

Figure 1: Impact of Proposed Transaction on corporate structure

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----- Start of picture text -----

Before Proposed Transaction After Proposed Transaction
----- End of picture text -----

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----- Start of picture text -----

MinRex’s Hello’s MinRex’s Hello’s
New investors
shareholders shareholders shareholders shareholders
100% 100% 18.2% 44.6% 37.2%
MinRex Hello MinRex
100%
Hello
----- End of picture text -----

Source: Leadenhall Analysis

Note: The percentages shown above assume a $5 million capital raising at $0.15 per share and include the full impact of dilution that may be caused by the performance shares issued to Hello vendors and the exercise of options issued to MinRex’s current shareholders.

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MinRex Resources NL Independent Expert’s Report and Financial Services Guide 22 October 2015

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2 SCOPE

2.1 Purpose of the report

An acquisition of securities that enables a shareholder, together with its associates, to increase its relevant interests in a listed company from below 20% to above 20% is prohibited under Section 606 of the Corporations Act 2001 (“Section 606”), except in certain circumstances. One of the exceptions to Section 606 is where the acquisition is approved at a general meeting of the target company in accordance with Item 7 of Section 611 of the Corporations Act (“Item 7”).

Item 7 requires shareholders to be provided with all of the information known to the company and to the potential acquirer that is material to the shareholders’ decision. Regulatory Guide 74: Acquisitions Approved by Members (“RG74”) issued by the Australian Securities and Investment Commission (“ASIC”) provides additional guidance on the information to be provided to shareholders. RG74 states that the directors of the target company should provide shareholders with an independent expert’s report or a detailed directors’ report on the transaction.

If the Proposed Transaction is approved, two associated vendors of Hello would receive an aggregate 26% holding in MinRex (before the exercise of any options and assuming a $5 million capital raising at $0.15 per share). Approval for the Proposed Transaction is therefore being sought at a general meeting of MinRex’s shareholders. The directors of MinRex have requested Leadenhall to prepare an independent expert’s report assessing whether the Proposed Transaction is fair and reasonable to MinRex’s shareholders. This report is to be included in the notice of meeting and has been prepared for the exclusive purpose of assisting Shareholders in their consideration of the Proposed Transaction.

2.2 Basis of evaluation

In determining how to evaluate the Proposed Transaction we have considered Regulatory Guide 111: Content of Expert Reports (“RG111”) issued by the ASIC. RG111 requires an independent expert to evaluate all ‘control transactions’ as if they were a takeover offer regardless of the legal transaction structure. As the vendors of Hello will hold the majority of the shares outstanding in MinRex should the Proposed Transaction be approved, we have evaluated the Proposed Transaction as a takeover offer of MinRex. RG111 requires a separate assessment of whether a takeover offer is ‘fair’ and whether it is ‘reasonable’. We have therefore considered the concepts of ‘fairness’ and ‘reasonableness’ separately as discussed below.

Fairness

RG111.11 defines a takeover offer as being fair if the value of the consideration is equal to, or greater than, the value of the securities subject to the offer. Accordingly, we have assessed whether the Proposed Transaction is fair by comparing the value of a MinRex share before the Proposed Transaction to the effective consideration offered to MinRex’s shareholders. As MinRex’s shareholders would retain their MinRex shares if the Proposed Transaction proceeds (as opposed to exchanging them for cash or the acquirer’s scrip as in a takeover offer) the effective consideration is the continued ownership of a MinRex share, which will become a share in the Proposed Merged Entity.

The value of a MinRex share before the Proposed Transaction has been determined on a control basis (i.e. including a control premium). This is consistent with the requirement of RG111.11 that the comparison for a takeover must be made assuming a 100% interest in the target company.

After the Proposed Transaction a MinRex share will effectively be a share in the Proposed Merged Entity (i.e. MinRex and Hello combined). This has been assessed on a minority interest basis (i.e. excluding a control premium) as MinRex’s current shareholders would own a minority stake in the Proposed Merged Entity should the Proposed Transaction occur.

We have assessed the values of MinRex and the Proposed Merged Entity at fair market value, which is defined by the International Glossary of Business Valuation Terms as:

The price, expressed in terms of cash equivalents, at which property would change hands between a hypothetical willing and able buyer and a hypothetical willing and able seller, acting at arm’s length in an open and unrestricted market, when neither is under compulsion to buy or sell and when both have reasonable knowledge of the relevant facts.

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While there is no explicit definition of value in RG111, this definition of fair market value is consistent with basis of value described at RG111.11.

Special value is defined as the amount a specific purchaser is willing to pay in excess of fair market value. A specific purchaser may be willing to pay a premium over fair market value as a result of potential economies of scale, reduction in competition or other synergies they may enjoy arising from the acquisition of the asset. However, to the extent a pool of hypothetical purchasers could all achieve the same level of synergies the value of those synergies may be included in fair market value. Special value is typically not considered in forming an opinion on the fair market value of an asset. Our valuations of MinRex and the Proposed Merged Entity do not include any special value.

Reasonableness

In accordance with RG111, we have defined the Proposed Transaction as being reasonable if it is fair, or if, despite not being fair, Leadenhall believes that there are sufficient reasons for MinRex’s shareholders to vote for the proposal. To assess the reasonableness of the Proposed Transaction we have considered the following significant factors recommended by RG111:

♦ The vendors of Hello have no interest in MinRex at present
♦ The size of existing shareholding blocks in MinRex
♦ The limited liquidity of the market in MinRex’s shares
♦ Any special value of MinRex to Hello
♦ The likely market price of MinRex shares if the Proposed Transaction is rejected
♦ The value of MinRex to an alternative bidder and the likelihood of an alternative offer

We have also considered the other significant advantages and disadvantages to MinRex’s shareholders of the Proposed Transaction.

2.3 Individual circumstances

We have evaluated the Proposed Transaction for MinRex’s shareholders as a whole. We have not considered its effect on the particular circumstances of individual investors. Due to their personal circumstances, individual investors may place a different emphasis on various aspects of the Proposed Transaction from the one adopted in this report. Accordingly, individuals may reach a different conclusion to ours on whether the Proposed Transaction is fair and reasonable. If in doubt investors should consult an independent financial adviser about the impact of this Proposed Transaction or their specific financial circumstances.

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MinRex Resources NL Independent Expert’s Report and Financial Services Guide 22 October 2015

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3 PROFILE OF MINREX

3.1 Background

MinRex was incorporated on 30 May 2011 for the purpose of developing a minerals exploration company. On 8 August 2011 the company undertook an initial public offering (“IPO”) raising $3.5 million through the issue of 17.5 million shares at $0.20 per share.

3.2 Exploration projects

MinRex has two exploration tenements at present being the Deflector Extended Gold Project and the Heemskirk Tin Project.

The Deflector Extended Gold Project was originally acquired at a cost of $10,000 in 2011. It is located in Gullewa, 50km South West of the town of Yalgoo in Western Australia. The project covers an area of 15km[2] and has deposits of gold-copper mineralisation in primary quartz-sulphide veins and secondary gold deposits in surface clays and laterite. According to MinRex’s Quarterly Activities Report for the period ending 30 June 2015, recent testing for gold mineralisation returned low results for gold, silver, arsenic, molybdenum, lead, copper, nickel and zinc. The tenement is currently best described as prospective.

The Heemskirk Tin Project is located in a north-western coastal area of Tasmania and was originally acquired for a cost of $1,000 in 2011. The 44km[2] project has been the site of tin, tungsten and base metals prospecting and exploration activities, for over 140 years. The results of recent activities in the area have not yet been reported.

Subsequent to the initial acquisition of the projects, MinRex had spent $287,000 on further evaluation as at 30 June 2015. No resources have been defined.

3.3 Financial performance

The statements of financial performance for MinRex for the year ended 30 June 2014 and the year ended 30 June 2015 are set out below.

Table 4: MinRex's financial performance

$'000	June 2014 June 2015 Audited Audited
Revenue Interest income Expenses Corporate expense Write-off of exploration, evaluation and development expenditure Management and administration expense Depreciation and amortisation Loss attributable to members	57 38 (170) (178) - (298) (314) (311) (9) (11)
	(437) (760)

Source: MinRex

In relation to the financial performance detailed above we note the following:

♦ MinRex’s only revenue has been interest earned on its cash deposits
♦ Corporate expenses are predominantly related to CFO and corporate secretarial services and directors’ fees
♦ Management and administration expenses includes audit fees, general office expenses and legal and professional fees
♦ As MinRex expects the Proposed Transaction to be completed, management do not expect to undertake the minimum exploration and evaluation expenditure required for current exploration projects. Management do not expect any future economic benefits to be derived from the exploration assets and as such have written off the exploration, evaluation and development expenditure

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♦ MinRex was issued unqualified audit opinions in relation to the financial results for the years ended 30 June 2014 and 30 June 2015

3.4 Financial position

The statements of financial position for MinRex as at 30 June 2014 and 30 June 2015 are set out below.

Table 5: MinRex's financial position

$'000	June 2014 June 2015 Audited Audited
Current assets Cash and cash equivalents Trade and other receivables Prepayment Total current assets Non-current assets Exploration, evaluation and development expenditure Property, plant and equipment Total non-current assets Total assets Current liabilities Trade and other payables Total current liabilities and total liabilities Net assets Equity Issued capital Accumulated losses Total equity	2,048 1,526 52 26 6 8
	2,106 1,560
	205 - 23 12
	228 12

	2,333 1,572
	(29) (27)
	(29) (27)

	2,305 1,545
	3,455 3,455 (1,150) (1,909)
	2,305 1,545

Source: MinRex

In relation to the financial position detailed above we note:

♦ Cash is the predominant asset in MinRex’s accounts. This relates to cash raised in the IPO, less subsequent expenditure
♦ Exploration, evaluation and development expenditure relates to the Deflector Extended Gold and Heemskirk Tin Projects. In 2014 they were valued at initial cost plus subsequent exploration and evaluation costs. In 2015 they were written down to a recoverable amount assessed at $nil

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MinRex Resources NL Independent Expert’s Report and Financial Services Guide 22 October 2015

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3.5 Management and personnel

MinRex has three non-executive directors and one executive director. A summary of their experience is provided below:

Table 6: MinRex Key Personnel

Key Personnel	Experience
	Mr Durack is an experienced Chartered Accountant with over 32 years
Simon Durack	commercial experience in the accounting profession, industry and commerce in Australia, Europe and Asia. Mr Durack is a Fellow of The Institute of
Executive Director and Company Secretary	Chartered Accountants in Australia, Fellow of CPA Australia and is Group Company Secretary and CFO for the LinQ Group of companies. Mr Durack is
	a Justice of the Peace.
	Mr Heyndrickx is a financial consultant based in London. Mr Heyndrickx has 8
	years of Corporate Finance experience with a number of European
	investment banks based in London (UK), most recently as a Vice-President
Emmanuel Heyndrickx	with ING’s Corporate Finance team in London. During his time as a
Non-executive Director	Corporate Financier, Mr Heyndrickx has lead and executed many public and private mandates both in the UK and in Europe including mergers and
	acquisitions, ECM (primary/secondary) placings, fund raisings and corporate
	restructurings.
	Mr Downey is a barrister and solicitor of the Supreme Court of Western
	Australia. Mr Downey established an independent corporate advisory firm
Robert Downey	during 2005 and was involved with the IPO listings of various mining and oil & gas companies on the ASX and at the same time held directorships on a
Non-executive Director	number of these companies. In October 2012, in conjunction with two former
	colleagues, he established Thompson Downey Cooper and now specialises
	as a corporate resources lawyer.
	Mr Schildkraut, has over 25 years’ experience in the resource banking and
	mining industries. After more than a decade of resource banking experience
Abraham (Anthony)	in the Asia Pacific region, he has provided management and financial
Schildkraut	consultancy services to a number of junior resource companies active in in
Non-executive Director	Australia, PNG, Indonesia, The Philippines, and several African countries. Most recently Mr Schildkraut was the Chief Financial Officer and Company
	Secretary of Central Australian Phosphate Limited.

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MinRex Resources NL Independent Expert’s Report and Financial Services Guide 22 October 2015

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3.6 Capital structure and shareholders

MinRex has the following capital structure:

♦ 17.5 million fully paid ordinary shares
♦ 17.5 million partly paid ordinary shares, which are paid to 1 cent. The remaining 19 cents can be fully paid at any time at the holder’s option, or called by the company on 5 July 2016. If the unpaid amount is called by the company but not paid by the shareholder the partly paid shares will be forfeited.

No options or similar instruments are outstanding as at the date of this report (i.e. before the Proposed Transaction). The following table sets out details of MinRex’s top ten shareholders of fully paid shares as at 20 August 2015:

Table 7: MinRex's top ten shareholders

Shareholder	Number of shares % shareholding	Number of shares % shareholding
Chifley Portfolios Pty Ltd	3,000,000	17.1%
Lion Super Pty Ltd	1,876,000	10.7%
John Wardman & Assoc Pty Ltd	1,500,000	8.6%
Carey DG & Carey-Domingu	1,250,000	7.1%
Bome Errol & Melanie	830,000	4.7%
Whiddon Glenn Ross	670,000	3.8%
HSBC Custody Nom Aust Ltd	561,000	3.2%
Soumelides George	500,000	2.9%
Doyle AM & Moretti LH	500,000	2.9%
Pegari Pty Ltd	440,969	2.5%
Other shareholders	6,372,032	36.4%
Total	17,500,001	100.0%

Source: MinRex

Note: Tony Doyle is the holder of a 7.35% relevant interest through a number of different entities

In relation to the shareholding of MinRex we note that there are no controlling shareholders and only two shareholders with holdings over 10%.

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MinRex Resources NL Independent Expert’s Report and Financial Services Guide 22 October 2015

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3.7 Share price performance

The following chart shows the share market trading of MinRex shares:

Figure 2: Market trading of MinRex shares

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----- Start of picture text -----

$0.18 900,000
$0.16 800,000
$0.14 700,000
$0.12 600,000
$0.10 500,000
$0.08 400,000
$0.06 300,000
$0.04 200,000
$0.02 100,000
$0.00 0
Volume Price
----- End of picture text -----

Source: FactSet

As highlighted above, MinRex’s shares have traded infrequently over a fairly broad range of prices between 5 cents and 16 cents per share in the past two years. The market price responded positively to the announcement of the Proposed Transaction on 8 July 2015.

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MinRex Resources NL Independent Expert’s Report and Financial Services Guide 22 October 2015

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4 RESIDENTIAL REAL ESTATE SERVICES IN AUSTRALIA

4.1 Introduction

Hello operates in the residential real estate industry in Australia by offering homeowners an alternative to the traditional real estate agent when deciding to buy or sell a home.

4.2 Overview

Businesses in this industry assist in the sale, purchase, leasing and management of property. In 2015 the industry generated revenue $10 billion in Australia. Hello is focussed on the residential property sales segment, and as such we have focussed our analysis on this segment. Sales of residential and commercial property account for the majority of industry revenue as shown in the figure below.

Figure 3: Products and services segmentation (FY16f)

==> picture [240 x 166] intentionally omitted <==

----- Start of picture text -----

3%
12%
Property sales
Property management
19%
Property leasing
66%
Other services
----- End of picture text -----

Source: IBISWorld

The industry is characterised by a small number of well-known franchises representing approximately 15% of total market share (residential and commercial real estate activities) and numerous small, self-employed agents and property managers. The property management function is a growing component of industry revenue as more renters enter the market due to affordability issues.

Industry revenue is expected to grow to $11.7 billion in FY21 (compound annual growth rate of 2.8%). Longer term growth is expected to be sustained by continued population growth and smaller average household sizes.

Traditional industry practices could be disrupted by an increase in technological alternatives that provide sellers and lessors the option to become more involved in the sale/leasing process, potentially circumventing the industry altogether. Together with a correction in the residential property market, the bypass of real estate agents in favour of online channels remains the most significant threat for the industry over the next five years.

4.3 Products and services

Property sales

Property sales can be conducted by private treaty or auction. Private treaty accounts for the majority of residential property sales in Australia. Over the past five years activity in the residential property market has increased, driven by a continuing decline in interest rates. Despite an increase in activity, the revenue of this segment has only increased marginally due to competition putting downward pressure on commissions and a rise in property management activity.

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Property management

Property management services include management of leases, property inspections, rent reviews and tenant relocations. These services have become in increasing focus of agents over the past five years due to the relative stability of income when compared to sales income and in increase in investor activity relative to owner occupiers. Furthermore, property management has started to become a standalone function, for a number of specialised providers, rather than a small part of a traditional real estate agency. Consequently, property management has increased as a portion of industry revenue over the past five years.

Property leasing

Agents providing this service are engaged to secure a tenant only and are not involved in the ongoing management of the property. Agents earn commissions from securing tenants. This service represents a relatively small proportion of total industry revenue although its contribution has increased over the past five years as increasing house prices have led to an increase in the number of renters and in increase in investor activity has led to an increase in the number of rental properties.

4.4 Industry costs and profitability

Industry profitability has declined over the past five years amid increasing competition putting downward pressure on commission rates.

The proportion of industry revenue generated by property management has increased over the past five years. This is largely attributable to an increase in the number of renting householders caused by higher house prices. This trend is also evidenced by the decline in first home buyers as a proportion of total buyers. According to the Australian Bureau of Statistics, first home buyers made up an average 23.1% of all dwellings financed in FY10. This is expected to decline to 14% by FY16.

The graph below analyses average costs in the real estate services industry for FY16.

Figure 4: Industry costs FY16f

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----- Start of picture text -----

100%
4.2%
90%
Purchases
80%
70% 43.0% Wages
60% Other
50%
Depreciation
40%
30.9%
Utilities
30%
20% 1.8% 1.1% Rent
6.8%
10% Profit
12.2%
0%
----- End of picture text -----

Source: IBISWorld

The industry is a service industry and as such relies heavily on labour. Over the past five years may industry participants have moved towards employing their sales staff on a commission only structure. A small increase in wages as a proportion of revenue is forecast over the five years to FY16 mainly due to higher house prices leading to an increase in commissions paid.

The key components of other expenses are marketing at approximately 10% and franchise fees at approximately 6%.

Although Hello operates a different business structure to traditional agents, their profit margins are similar and both are reliant on people to drive and grow their business.

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4.5 Key drivers

Success in the industry is driven by external and internal factors. Key external factors that impact industry performance include:

♦ Number of housing transfers: Industry revenue is tied to commissions on sales meaning a higher number of transfers increases industry revenue. Key drivers of the number of housing transfers are population growth, housing affordability and loan funding costs. Over the past five years, the rise in housing prices as decreased demand from first home buyers who are increasingly being priced out of the market, however the increase in investor purchases as interest rates have fallen has resulted in a small increase in the number of housing transfers. IBISWorld expects the number of housing transfers to decrease in FY16.
♦ Residential housing prices: Real estate agent commissions are generally charged as a percentage of the sale price. As such, higher housing prices generally result in higher industry revenue. Housing prices have increased substantially over the past five years, largely driven by investor property purchases. Residential housing prices are expected to increase in FY16. However, increasing house prices can be offset by declining commission rates due to increased competition in times of substantial price growth.

Key internal factors that affect individual business performance include:

♦ Aggressive marketing: the industry is highly competitive and as such a significant amount of time and effort should be devoted to marketing and promotional activities. It is also important to develop a referral base and centres of influence
♦ Management of portfolio: the effective management of assets and tenants enables agencies to maintain a continuous leasing revenue stream
♦ Market research and understanding: property research activities can bolster revenue from sales and property management
♦ Proximity to key markets: the position of the agency office is important. It should be close to the customers it intends to serve
♦ Access to highly skilled workforce: performance of staff should be regularly assessed and low performers retrained or replaced with new sales staff

4.6 Competitive environment

The industry has a high level of competition particularly in the residential sales and property management segments. The industry is a sales-based industry and strong selling acumen is highly desirable. Close attention needs to be paid to factors such as developing a referral base, managing clients, training, monitoring and motivation.

One strategy used to gain a competitive advantage in the industry is effective advertising. Advertising is particularly important when trying to attract interested parties from outside of the local area.

Where sales commissions are deregulated, competition is also based on price. Sales commissions on commercial properties have been deregulated in all states. Overall competition has increased in the industry over the past five years.

External competition arises when a vendor finds a buyer for the property without the services of real estate agents. Currently this mainly occurs in the commercial property market. However, external competition in the residential sector is expected to increase over the next five years as more vendors turn to online services that bypass traditional real estate agents.

The real estate services industry displays a low level of market share concentration, as illustrated in the figure below. The industry’s four largest players account for less than 20% of total industry revenue. According to data collected by the Australian Bureau of Statistics, businesses that make over $2 million only account for slightly more than 5% of industry participants. Industry operators are predominantly selfemployed and localised firms, although many participate in national franchise systems.

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Figure 5: Industry market share

==> picture [265 x 169] intentionally omitted <==

----- Start of picture text -----

LJ Hooker (4.9%)
Ray White (4.6%)
CBRE (3.5%)
Jones Lang La Salle
(3.2%)
First National (2.7%)
Raine & Horne
(2.4%)
Colliers (2.2%)
Other (76.5%)
----- End of picture text -----

Source: IBISWorld

The figure above is representative of the total industry including residential and commercial real estate. A number of the larger companies focus on the commercial market whereas the others operate franchise systems which focus on the residential market.

4.7 Barriers to entry

The industry has low barriers to entry. Initial capital outlays are low and there is no need to hire staff for a small business. The largest barrier to entry is lack of reputation and presence. Competition is high and it is imperative to develop a referral base to build a critical mass of potential customers and sales. Geographical boundaries may also present a barrier with many areas already serviced by a number of established firms with significant local knowledge. It can be difficult for a new entrant to penetrate these markets.

Operators have a high level of variable costs which reduces the opportunities to accrue economies of scale through expansion.

4.8 Industry performance and outlook

The residential housing market has performed well over the past five years, as demonstrated in the figure below with industry revenue increasing from $9.2 billion in FY12 to an estimated $10.2 billion in FY16.

Figure 6: Industry revenue ($m)

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----- Start of picture text -----

12,000
10,000
8,000
6,000
4,000
2,000
-
FY12 FY13 FY14 FY15 FY16FFY17FFY18FFY19FFY20FFY21F
----- End of picture text -----

Source: IBISWorld

This growth has primarily been driven by the following factors:

♦ Government initiatives such as the First Home Owner Grant and the First Home Owner Boost at the beginning of the five year period

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♦ A large number of baby boomers downsizing their homes. Baby boomers generally move into a smaller less expensive dwelling and the balance remaining after selling their existing property has often been used to purchase an investment property
♦ Declining interest rates towards the end of the five year period. The Reserve Bank of Australia has reduced the official cash rate to historic low levels in an effort to lower the Australian dollar and stimulate non-mining sectors of the economy
♦ Change in capital allocation among investors due to falling interest rates. Income from debt securities drop and some investors reallocate capital to investment properties in search of increased yield

Over the last five years, industry revenue has benefited from a small increase in the number of housing transfers and an increase in housing prices at an annualised rate of 4.3%.

Further reductions in residential housing loan rates are expected in FY16 leading to an expected increase in revenue of 2.6% over the year.

Favourable conditions in the real estate services industry are expected to remain over the next five years with industry revenue forecast to grow at 2.8% per annum to FY21. This growth will likely result in increased employment to manage increasing numbers of property deals.

In the long term, industry growth is closely aligned with overall economic and demographic trends. Industry activity is mainly influenced by economic activity, access to debt funding and interest rates. It is likely that there will be an increase in market participants trying to value add to traditional services by diversifying into advisory, finance, conveyancing and facilities management activities.

Government policies in respect of urban growth boundaries, high density development approval, stamp duty costs and housing supply will also impact demand and increasing urbanisation and slow housing expansion will constrain housing affordability. Population growth and a decrease in the average household size is expected to lead to a rise in the number of Australian households and an increase in demand for residential housing. Overall residential housing prices are forecast to grow at 3% per annum over the five years to FY21 according to IBISWorld.

The industry has been slow to adapt to technological changes. Some steps have been made to integrate technology into existing business practices e.g. advent of online real estate advertising sites such as realestate.com and domain.com.au, however there is still a long way to go.

The sector is expected to further grow its use of online technology via virtual property tours, new applications for smartphones and steering a greater percentage of marketing budgets away from traditional media to online advertising initiatives. This will lead to a gradual decline in establishment numbers which are expected to fall by 1.1% per annum over the five years to FY21.

Several real estate advertising websites have disrupted the market by raising advertising costs, using their data to provide free property valuations and approaching vendors directly to upsell advertisements. Consequently the role of agents is being undermined, which will likely lead to a more competitive market.

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5 PROFILE OF HELLO

5.1 Background

Hello has developed a fixed fee real estate service designed to assist vendors to sell their own homes. Hello works with vendors throughout the sale process from pricing and listing, through advertising and open homes to conveyancing and settlement. As part of their offering, Hello has established relationships with partner service providers to ensure vendors receive a complete service for a fixed price.

5.2 Timeline of significant events

Below is a summary of the business accomplishments and notable milestones of Hello since its establishment in 2011.

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----- Start of picture text -----

Source: Hello
----- End of picture text -----

5.3 Service offering

Hello’s fixed price real estate service is designed to cover the whole spectrum of the market from low cost sales to premium properties. To date, the key users of Hello’s service have been people who have had previous experience in selling properties with traditional real estate agents, but are looking at ways to reduce the cost of selling whilst still having the support of an industry professional.

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The Hello model also offers builders, developers, renovators and investors a dedicated, hands-on licensed real estate sales agent to mentor the pre-sale and sale phase of their development or sale of an investment property. This is a transparent service with all communications being forwarded to the client. To date Hello has sold 80+ properties. Following a recent marketing launch over 200 new listings have been secured and placed on Hello’s website.

Hello operates by partnering with SBUs to form a network of independent business owners, who deploy the Hello service offering in designated territories throughout Australia. Each SBU uses the Hello sales system and technology under license from Hello. SBUs then provide the property sales, auction and buyer services direct to the clients on behalf of Hello. The people within each SBU who provide services to clients are known as ‘mentors’. Currently there are 12 SBUs operating in three states.

The key offering of Hello is a fixed fee service that assists vendors sell their own home. For a fixed fee, Hello clients receive the following:

♦ A dedicated mentor, from a locally operated SBU, to guide the vendor through the sales process
♦ Access to a fixed fee funding option provided by Thorn Financial for clients who do not wish to expend any money pre-sale
♦ A valuation from an independent and licensed valuer provided by Valuation Exchange
♦ Consultation with a stylist to help the vendor best present their home for sale
♦ Photography, floor plan and promotional material including signboard and full colour brochures
♦ A building inspection provided by Jim’s Building Inspections that can be purchased by potential buyers at a discounted price
♦ Online advertising campaign on Australian real estate portals including domain.com and realestate.com.au and five other online platforms
♦ Assistance with scheduling open homes and mentoring to prepare vendors to show their homes
♦ Connection to HelloConnect Wi-Fi providing free Wi-Fi within 100 metres of the sale signboard allowing interested parties to download property details and a contract for sale quickly and easily
♦ Access to the Hello Bid ‘n Buy online auction process
♦ Conveyancer to prepare the sales contracts and legal documents, receipt of deposit and complete the settlement process

Vendors are responsible for preparing the house for sale, conducting open for inspections and negotiations and acceptance of offers. The SBU mentor is on hand at all times to guide the vendor through these processes.

Clients can choose to pay the fixed fee in two progress payments of $1,500 on signing the contract with Hello and a further $2,000 upon advertising the property for sale, with the balance on Settlement, alternatively, the client can utilise Hello’s agreement with Thorn Money who will provide a 100% loan for the fixed fee to be repaid upon the settlement of the property’s sale.

The fixed fee arrangement usually results in cost savings for the client in the range of 33%, on the low end, to greater than 70% at the higher end of the property scale.

5.4 Satellite business units

Upon entering into an agreement with an SBU, Hello receives a once off licence fee, the cost of which is dependent upon the type of business the SBU will operate. In exchange for the licence fee, Hello licenses the Hello brand, technology and sales system to the SBU and also provides support in business planning, marketing, prospecting, training and the use of the Hello technology platforms. Each SBU operates within a designated geographical area which is agreed at the time the license is issued.

Each SBU is an independent proprietary company. In order to maintain brand integrity and service continuity, Hello holds a 30% shareholding in each SBU. A shareholders agreement sets out the operating relationship between each SBU and Hello. Key terms of these agreements include:

♦ Hello’s shareholding is non-dividend bearing
♦ The board of the SBU must not consist of more than two directors. One director is the SBU’s majority shareholder and the appointment and removal of the second director must be approved by Hello

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♦ Any change in ownership, issue of new capital, non-business related transactions or change to the business conducted by the company must be approved by a special resolution of the members
♦ All working capital is to be provided by the majority shareholder

Hello offers a license for three different types of SBU:

♦ Home seller: this type of SBU provides services to home owners, builders and developers who are seeking to sell residential property. Hello also intends to introduce property management as a service provided by this type of SBU at a later date. There are currently 11 home seller SBUs with a total of 36 planned by June 2016
♦ New homes: this type of SBU provides services to people selling new and off the plan homes. There are currently no New Home SBUs, although seven applications are being processed, with a target of four SBUs by June 2016
♦ Home buyer: this type of SBU provides services to people looking to buy residential property including owner-occupiers and investors. Currently there is an area development in place for the state of NSW and six SBU applications are being processed at present. Seven SBUs are planned by June 2016

An initial licence fee of $30,000 for one SBU or $50,000 for two SBUs in adjoining geographical areas, is payable to Hello by the SBU’s majority shareholder. Hello has an agreement with the National Australia Bank to provide 50% of the finance to the SBU’s majority shareholder in respect of the initial licence fees.

As noted above a fixed fee is paid for the Hello service. Of the fixed fee paid by the client, the following is remitted to Hello:

♦ 3% marketing fee on each sale paid directly into a marketing fund to cover national and local marketing
♦ 3% license fee on each transaction to cover head office administration costs on each transaction
♦ 50% of each transaction to cover all costs associated with the delivery of professional services on each transaction

The remaining 44% is payable to the SBU. In addition each SBU is required to pay an annual licence fee of $500 to cover ASIC annual reporting requirements.

Hello collects all monies from clients and makes distributions back to the SBUs after deducting the fees described above.

5.5 Hello strategic partnerships

In order to deliver a fully integrated service to clients, Hello has entered into partnerships with the following service provides:

Table 8: Hello partnerships - service delivery

Partner	Service
Thorn Financial	Provide loans to vendors for the fixed fee payable to Hello
Valuation Exchange	Contracted valuers to provide independent valuation of property prior to sale.
BG Property Styling	Provide sellers with a styling report and assistance with the presentation of their home for sale.
Open2view	Provide photography, floor plans and sales brochures
Jim’s building inspections	Undertakes building inspection and prepares report which can be purchased at a reduced price by potential buyer
Lymlive Digital	Provide connection to proximity Wi-Fi service ‘Hello Connect’ for each listed property
BidRhino OnlinePlatform	Technology platform for conduct of online property auctions
Jim’s Conveyancers, Bertram & Co and ThinkConveyancing	Attend to all conveyancing matters associated with selling a property.

Source: Hello

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Hello has also entered into the following strategic partnerships that are not related to the services provided to clients under the fixed fee arrangement.

Table 9: Other Hello strategic partnerships

Partner	Service
Young and Rubicam	Strategic marketing partners and administrators of the marketing fund
NAB Bank	Provide full finance to SBUs for upfront license costs
Vow Financial	Provide mortgage broking and insurance services for clients
Boss Advantage	Technology partner who built CRM and lead generation platforms

Source: Hello

5.6 Hello technology platforms

Evolve and Free Agent

Evolve is a business process management software system developed by Boss Advantage in Australia. Hello has the exclusive rights to use Evolve for real estate related applications in Australia and internationally. Evolve provides a fully automated workflow solution that is fully integrated with the following Microsoft products:

♦ Microsoft Azure: a cloud based solution to manage users, applications and analytics
♦ Microsoft 365: a cloud based solution for Microsoft Office applications
♦ Microsoft OneDrive: a cloud based solution to storage of documents, images and videos

Evolve supports every aspect of the Hello business and is used by all SBUs to provide end-to end system management through the entire sales, transaction and property management process. Evolve provides a:

♦ Cloud based solution: allowing for national/international access by all SBUs
♦ Fully automated work flow: clearly defined process for stakeholder management
♦ Fully integrated partners: All business partners are chosen based on their willingness to connect to the Hello ecosystem providing for a transparent, client-focused systems where all information is located on one platform. Evolve can also disseminate client property data direct to online property marketing websites such as realestate.com.au and domain.com through an XML feed.

In addition to the use of Evolve by Hello and the SBUs, Hello and Boss Advantage have released a white label product, based on Evolve, called Free Agent. Free Agent is owned through a JV between Realflo Pty Ltd, a subsidiary of Hello, and Boss Advantage. Each party is entitled to 50% of the profits from Free Agent. Free Agent is being marketed to independent real estate agents who often lack the technological and process support provided to franchised real estate businesses. Free Agent is marketed as a pay as you earn product, where a fixed fee is paid per property sold, plus a once off joining fee. Hello receives a fee of $195 for all transactions processed through the Free Agent platform.

Hello Property Exchange

The Hello Property Exchange (“HPE”) will integrate all of the current technology platforms, including Evolve and future Hello services, into a single platform for use by both clients, potential buyers and SBUs. HPE is currently under development and, once complete (estimated first quarter 2016), will allow users to connect to the HPE via a number of technology applications (e.g. computer, tablet and mobile phone) as well as through beacon and Wi-Fi technology placed within the selling property and other business partners. HPE will consist of:

♦ A seller and buyer property exchange
♦ Full integration into the Hello business systems for mentor and professional support
♦ Full integration with Hello Finance to facilitate the efficient financing and exchange of properties

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Hello House File

The Hello House File (“HHF”) will consolidate all information and data relevant to the property into a centralised databank, which will be a document and image repository for every residential property sold by Hello. HHF will create a virtual house log-book, secured with an electronic key and capturing all relevant documentation such as Development Approvals, valuations, building inspection reports, plans, drawings and specifications. The HHF will transfer with a sale to the new owner and will hold property data, property images and videos as well as other relevant property documentation.

Hello Bid, Buy, Settle

Hello has entered into a joint venture with BidRhino that allows Hello use of BidRhino’s online bidding technology. BidRhino is an online sales/auction technology that takes an ‘EBay’ like approach to the sale of property. BidRhino will be fully integrated within the HPE. Hello presents the service as Hello Bid’N’Buy and all properties sold through Hello are currently using the BidRhino platform.

5.7 Company structure

The operational structure of the company is set out in the figure below.

Figure 7: Hello company structure

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----- Start of picture text -----

Hello Real Estate
Limited
100%
Hello Business Systems Hello Mortgage Services
Realflo Pty Ltd
Pty Ltd Pty Ltd
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Hello Real Estate Limited: holds all intellectual property for the Group and collects the initial and subsequent licence fees from SBUs.

Hello Business Systems Pty Ltd: owns a 30% stake in, and provides support to, each SBU. SBUs provide services direct to clients.

Hello Mortgage Services Pty Ltd: has an agreement with VOW financial to provide mortgage broking services. Hello Mortgage Services receives a percentage of the VOW commission for providing leads.

Realflo Pty Ltd: Realflo has negotiated the rights to FreeAgent and a number of lead generation platforms through a joint venture with Boss Advantage which is in the process of being finalised. The Joint venture owns the white label CRM system known as Free Agent which is marketed to independent real estate agents.

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5.8 Competitive position

Hello offers a unique service that is not currently available in the Australian market. The Hello service sits between that offered by traditional real estate agents and purely online offerings. The table below compares the services of Hello to other operators in the real estate industry.

Table 10: Service comparison

Service	Delivery	DIY	Owner	Agent in a Box	Traditional Agent	Hello now	HPE future state
	Enhanced customer transaction				�	�	�
	Standard customer transaction	�	�	�
	Perpetual house file						�
Property	First party referrals				�	�	�
Exchange	Third party referrals	�	�	�	�	�	�
	Automated property match					�	�
	Automated process						�
	Integrated mentors (agents)				�		�
	Integrated professionals						�
	Fixed fee						�
	Integrated automated settlement						�
Licensed agents	Sellers agents				�	�	�
	Buyers agents				�	�	�
	Relocation agents					�	�
	Foreclosure agents					�	�
	Short sale					�	�
	Property managers					�	�
Professional	Conveyancer / lawyer					�
services	Valuer / appraiser					�	�
	Building inspections					�	�
	Home stylist					�	�
	Photographer				�	�	�
	Digital signage					�	�
	Digital auction					�	�
Buying a home					�	�	�
Selling a home					�	�	�
For sale by owner		�	�	�			�
House for rent					�		�
For rent by owner		�	�	�			�
Property data & analytics					�	�	�
Finance							�
Home Improvement							�
Property management							�
Other services						�	�
Advice	Blog				�	�	�

Source: Hello and Leadenhall analysis

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A brief description of the competitors shown in the table is provided below:

♦ DIY Sales and Leasing: is an Australian online real estate service that assists clients in selling and leasing their own properties. Services include online advertisements, photos, for sale sign, property report on sales in the area, buyer enquiry connection (telephone and email) and telephone support. There are three levels of packages available with the more expensive packages featuring additional advertising and support. Package prices range from $249 to $999.
♦ forsalebyowner.com.au: is an Australian online real estate service and is the largest private real estate sales business in Australia. Services include online advertisements, for sale signs, open for inspection flags, printable brochures, property sales reports and advice over the phone. Package prices range from $699 to $969.
♦ Agent in a Box: is an Australian online real estate service that provide marketing, knowledge and support to assist homeowners in selling their own homes. Agent in a Box guides homeowners with a six phase selling process. Services include online advertising, creation of a property specific webpage, targeted advertising through social media, professionally written ad, for sale sigh and sold sticker, phone and email advice from a property professional, online portal to manage the listing, ‘how to’ videos, comparative sales reports and negotiation services. Package prices range from $0 to list a property on the related Australian Homes for Sale website to $699.
♦ Traditional agents: provide home selling, buying and property management services. Traditional agents can usually arrange for ancillary services, the cost of which is passed on to the client. Agents generally charge a commission based on a percentage of the sale price for selling or buying a property on behalf of a client.

5.9 Management and personnel

Table 11: Hello Key Personnel

Key Personnel	Experience
	Philip has over 30 years of experience in real estate development and
	investment across Australia, Malaysia and the Middle East. He has been
Philip Horan Founder	involved in numerous property development projects including residential construction and renovations, subdivisions, residential investment, tourism and commercial development. Philip established and operated a business
	development and facilitation consultancy based in Dubai and operating
	throughout all Gulf Cooperation Council countries from 1991 to 2007.
	Matthew joined Hello in August 2015 and has over 25 years’ experience in
	general management and strategic advisory positions in the IT and
Matthew Griffiths CEO	Telecommunications industry across Europe, the USA and Asia. Matthew holds a Bachelor of Economics (Hons) from the University of Birmingham and is a Fellow of the Chartered Institute of Management Accountants. Matthew
	has worked with such companies as Perot Systems (US), British Telecom
	(UK), EDS (US) in senior management and executive positions.
	Fred joined Hello in June 2015. Fred is a chartered accountant with over 30
	years’ experience in finance and audit in the UK, South East Asia and
	Australia. Prior to joining Hello he held positions as CFO in listed and
Fred Dubash	multinational companies in the manufacturing, electronics and IT industries.
CFO	For the last 10 years Fred was Head of Finance at Acer Computer Australia
	where he was responsible for all finance functions, HR and commercial
	matters. Fred holds a Bachelor of Commerce and is a member of the Institute
	of Chartered Accountants in Australia and New Zealand.
	Trish is Hello’s licensee. She has experience operating her own franchise
	business for many years. Trish joined Hello during the development and
Trish Mewett	proof-of-concept stage, assisting develop and co-author many of the Hello
Licensee	systems and operation procedures. Trish developed the mentor training
	course for induction and training of SBU owners and mentors. Trish is a fully
	licensed real estate agent in South Australia, Victoria, NSW and Queensland.

Source: Hello

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We note that the CEO and CFO have only been with Hello a short period of time. In recent times Phil Horan has reduced his involvement in the day to day operation of the business and focused on business partnership development. Other than the management team summarised above Hello has very few employees and intends to minimise overheads through automation of processes and outsourcing.

5.10 Capital structure

As set out in the table below, there is one major shareholder in Hello and a number of other smaller shareholders.

Table 12: Hello capital structure

Relationship	Name	Allocation	%
Founder	Philip Horan	49,930,172	58.3%
Director	Bob Lapointe	8,857,064	10.3%
Investor	Young & Rubicam	8,571,429	10.0%
Initial Investor	John Shute	6,428,498	7.5%
Director	Trish Mewett	2,571,399	3.0%
Investor	Boss advantage	2,571,370	3.0%
Investor	James Hunt	2,000,000	2.3%
Investor	Sharon Skeggs and Hugh Ferguson	2,000,000	2.3%
Director (retired)	Paul Turner	1,735,000	2.0%
Initial Investor	Tony Sassine	1,047,373	1.2%
Total		85,712,305	100.0%

Source: Hello

The most recent transactions in Hello shares have been:

♦ The sale of 8,571,429 shares to Young and Rubicam for $750,000 in June 2015. The valuation implied by this transaction was $7.5 million
♦ A transfer of shares among shareholders in September 2015. The transfer was part of a confidential settlement involving other matters

In August 2015 Hello issued $500,000 of convertible notes. The notes bear no interest up to 31 December 2015 after which they would bear interest at 10%. The notes are to be acquired by MinRex pursuant to the Proposed Transaction as part of the total consideration described in Section 1.

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5.11 Financial performance

The audited consolidated statements of financial performance for Hello for the financial years ended 30 June 2014 and 2015 are set out in the table below.

Table 13: Hello's financial performance

$'000	FY15 FY14
Revenue Licence fees Vendor fees Other revenue Total revenue Cost of sales Gross profit Other income Expenses Marketing and advertising Employee costs Consultants Office and administrative costs Research and development expenses Other expenses Total expenses EBITDA Depreciation and amortisation EBIT Net interest Loss before tax Income tax expense Profit after tax	74 383 204 116 - 11
	277 510 (56) (109)
	221 402 - 149 (58) (57) (94) (131) (165) (204) (73) (328) - (89) (40) (155)
	(430) (964)
	(209) (413) (11) (9)
	(220) (422) (6) (47)
	(226) (469) - (3)
	(226) (472)

Source: Hello

In relation to the financial performance detailed above we note the following:

♦ Licence fees relate to the sale of SBU licenses and vendor fees relate to the fixed fee received for the sale of a client’s property. Vendor fees decreased in FY15 predominantly because of slow sales from SBUs in the initial stages and Trish Mewett, an employee of Hello, moving away from selling in the proof of concept stage to administration and mentoring of the SBUs
♦ Other income in FY15 related to grant received from AusIndustry for the purpose of developing Hello Housefile a product capable of assessing property history such as photos, sales data, potential opportunities and risks of buying properties
♦ Expenditure on consultants largely related to the consulting agreement with James Hunt. James provides sales and marketing advice to Hello
♦ The increase in office and administrative costs is primarily attributable to an increase in accountancy fees after moving to an external provider and travelling costs associated with recruitment of SBUs
♦ Research and development expenses relate to the development of the brand, signage, marketing collateral and accounting processes that could not be capitalised
♦ The increase in other expenses in FY15 is primarily attributable to commission payable on sale of SBUs, legal and other professional fees and subscriptions
♦ Losses are expected due to the start-up nature of the business

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5.12 Financial position

The audited consolidated statements of financial position as at 30 June 2014 and 30 June 2015 for Hello are set out in the table below.

Table 14: Hello's financial position

	FY15 FY14
Current assets Cash and cash equivalents Trade and other receivables Prepayments Total current assets Non-current assets Property, plant and equipment Intangibles Total non-current assets Total assets Current liabilities Trade and other payables Borrowings Employee benefits Total current liabilities Non-current liabilities Borrowings Total non-current liabilities and total liabilities Total liabilities Net (liabilities) / assets Equity Issued capital Accumulated losses Total Equity	6 5 96 270 - 750
	102 1,025
	57 49 738 696
	795 745

	897 1,770
	(4) (275) - (357) - (14)
	(4) (647)
	(348) -
	(348) -

	(352) (647)

	545 1,124
	636 1,686 (91) (562)
	545 1,124

Source: Hello

In relation to the financial position detailed above we note the following:

♦ The FY15 prepayments balance relates to advertising and marketing services to be managed by Young and Rubicam in return for a 10% shareholding in Hello
♦ Intangible assets include cost of development of websites, the brand, trademarks, domain names, financial system for SBUs and operational manuals
♦ In respect of the borrowings, $38,584 is from related parties. All borrowing are unsecured and renewable on 31 October 2015. Interest is payable at 12% per annum

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6 VALUATION METHODOLOGY

6.1 Available valuation methodologies

To estimate the fair market value of MinRex and Hello we have considered common market practice and the valuation methodologies recommended in RG 111. There are a number of methods that can be used to value a business including:

♦ The discounted cash flow method
♦ The capitalisation of earnings method
♦ Asset based methods
♦ Analysis of share market trading
♦ Industry specific rules of thumb

Each of these methods is appropriate in certain circumstances and often more than one method is applied, at least as a secondary cross-check to a primary method. The choice of methods depends on factors such as the nature of the business being valued, the return on the assets employed in the business, the valuation methodologies usually applied to value such businesses and the availability of the required information. A detailed description of these methods and when they are appropriate is provided in Appendix 2.

6.2 Selection of valuation methodologies - MinRex

In selecting an appropriate valuation methodology to value MinRex we have considered the following factors:

♦ MinRex does not have any material ongoing business, thus the capitalisation of earning approach and discounted cash flow approach are not relevant
♦ Share market trading in MinRex shares has been relatively illiquid, with periods where no shares have traded. This means that an analysis of share market trading is not a reliable measure of the intrinsic value of a MinRex share
♦ MinRex’s main assets are cash, the Deflector Extended Gold project, the Heemskirk Tin project and its status as a listed shell company. These assets can be valued reliably individually and aggregated using an asset approach

Accordingly, we are of the opinion that the most appropriate methodology to value MinRex is an asset based method, and have considered an analysis of recent share market trading in MinRex shares as a cross-check.

6.3 Selection of valuation methodologies – Hello

In selecting an appropriate valuation methodology to value Hello we have considered the following factors:

♦ There are a limited number of publicly traded companies that have activities that are comparable Hello, and those that exist do not provide a particularly good comparison. In addition, to date Hello has not generated positive earnings and is an early stage business with expectations of significant growth in the next five years. Thus, a capitalisation of earnings approach is of limited reliability as a primary approach because it is difficult to assess an appropriate level of maintainable earnings or a suitable multiple
♦ The anticipated rapid growth of Hello’s earnings can be captured in a discounted cash flow analysis
♦ Hello is a service business, not an asset based business, thus an asset based approach is not relevant
♦ There have been a limited number of transactions in Hello’s shares with the most recent being June 2015. Thus an analysis of recent share trading is of limited relevance as a primary approach

Accordingly, we are of the opinion that the most appropriate methodology to value Hello is the discounted cash flow method with cross-checks based on recent transactions in Hello’s shares and a capitalisation of earnings analysis.

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7 VALUATION OF MINREX

7.1 Net asset based valuation

7.1.1 Summary

We have assessed the fair market value of MinRex before and after the Proposed Transaction using the net assets on a going concern basis, with a cross-check by reference to recent trading in MinRex shares. We set out below our assessment of the fair market value of MinRex, based on the net asset approach.

Table 15: Net asset based valuation of MinRex

$'000	Low High
Cash Deflector Extended Project Heemskirk Project Other net assets Audited net assets as at 30 June 2015 Listed Shell Subsequent expenditure Transaction costs Total equity value Value attributable to partly paid shares Value attributable to fully paid shares Fully paid shares outstanding Assessed value per share (cents)	1,526 1,526 - 166 - 131 19 19
	1,545 1,843 500 750 (59) (59) (195) (195)
	1,791 2,339
	(98) (98)
	1,693 2,241
	17,500 17,500
	0.10 0.13

Source: MinRex and Leadenhall analysis

7.1.2 Cash

As at 30 June 2015 MinRex had cash of approximately $1.5 million.

7.1.3 Deflector Extended Gold Project & Heemskirk Tin Project

The Deflector Extended Gold Project licence was acquired on 18 July 2011. The initial cost plus subsequent development expenditure totals $166,000. On the date of acquisition the gold price was US$1,605 per ounce and has subsequently fallen over 30% to US$1,103 per ounce. None of the development expenditure or other activities to date have revised the expectations of finding an economic gold reserve on the property. Given the substantial drop in the gold price we consider the cost of the project to represent an upper end of the project’s fair market value.

The Heemskirk Tin Project was acquired on 3 April 2012. The initial cost plus subsequent development expenditure totals $131,000. On the date of acquisition the tin price was US$22,005 per tonne and has subsequently fallen substantially to US$15,650 per tonne. None of the development expenditure or other activities to date have revised the expectations of finding an economic tin reserve on the property. Given the substantial drop in the tin price we consider the cost of the project to represent an upper end of the project’s fair market value.

As at 30 June 2015 the board of MinRex has written down the value of the development projects to a recoverable amount of nil. We have therefore adopted the historical costs of these projects as the high end of our valuation range and nil as the low end of the range.

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7.1.4 Other assets and liabilities

As at 30 June 2015 MinRex had other net assets of $19,000 which predominantly relate to general trade receivables.

7.1.5 Listed shell

MinRex’s listing on the ASX provides shareholder value as a potential vehicle for a backdoor listing such as the Proposed Transaction. Based on recent discussions we have had with stock brokers and insolvency professionals, we understand the typical value for a listed shell company is in the range of $0.5 million to $1.0 million. However, due to recent changes in ASX rules there is currently an over-supply of shell companies, depressing the value that may be achieved if MinRex were used for an alternative backdoor listing transaction. As a result we have assessed the value of MinRex’s shell to be $0.5 million to $0.75 million.

7.1.6 Subsequent expenditure

MinRex’s loss for the three months to 30 September 2015 was $59,000. We have deducted this from the valuation to arrive a current fair market value of a MinRex share.

7.1.7 Transaction costs

If the Proposed Transaction is not completed the unavoidable transaction costs incurred by MinRex which had not been paid or accrued at 30 June 2015 will be approximately $195,000.

7.1.8 Value attributable to partly paid shares

The 17.5 million partly paid shares outstanding are effectively options over MinRex shares with an exercise price of $0.19. We have therefore valued these shares using a Black-Scholes option pricing model, with a spot price of $0.118 (the midpoint of our valuation range) a volatility of 50% and expiry date of 5 July 2016.

7.1.9 Premium for control

A premium for control can be defined as an amount or a percentage by which the pro-rata value of a controlling interest exceeds the pro-rata value of a non-controlling interest in a business enterprise, to reflect the power of control. The requirement for an explicit valuation adjustment for a premium for control depends on the valuation methodology and approach adopted. This valuation is based on the net assets approach, which is premised on the ability to control the assets of an entity and therefore incorporates any relevant premium for control. Thus no further adjustment is required.

7.2 Analysis of share market trading

The most recent share trading history can normally be expected to provide evidence of the fair market value of the shares in a company where they are publicly traded in an informed and liquid market. As there is limited trading in MinRex shares, we do not consider the share price to be a reliable measure of the intrinsic value of a MinRex share. However, as set out in Section 3.5, recent trading in MinRex shares prior to the announcement of the Proposed Transaction was in the range from 4.0 cents to 8.5 cents.

The control premium implied by our valuation range is 18% to 53% based on the 8.5 cent share price immediately before the announcement of the Proposed Transaction. This is broadly consistent with generally observed control premiums and therefore provides some limited support to our conclusion.

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8 VALUATION OF HELLO

8.1 Background

We have assessed the fair market value of Hello using the discounted cash flow method, with cross-checks by reference to recent transactions in Hello’s shares and the capitalisation of earnings method. This assessment has been made on a minority interest basis (i.e. excluding a control premium) as MinRex’s existing shareholders would be minority shareholders in the Proposed Merged Entity.

8.2 Discounted cash flow

In order to determine the value of Hello on a minority basis using the discounted cash flow method, we have considered the following:

♦ An analysis of projected cash flows
♦ An appropriate discount rate
♦ An analysis of a terminal value
♦ The value of any surplus assets
♦ The level of net debt outstanding
♦ A discount for lack of control

These are discussed below.

8.2.1 Projected cash flows

Hello management have prepared a detailed forecast of profit and loss for the financials years FY16 to FY20. Leadenhall has discussed the assumptions behind the forecast with Hello’s management and considered the risks associated with achieving the forecast in order to assess the likelihood of the forecast being achieved. The model includes comprehensive assumptions regarding revenue streams and cost of sales. We have used the assumptions applied in the Hello model as the basis of preparing our own forecast cash flows. In conjunction with Hello management, we have applied appropriate assumptions regarding working capital and capital expenditure which are not considered in the Hello model. The key assumptions adopted in the preparation of our cash flows are discussed below.

Revenue

The key revenue drivers for Hello are:

♦ The number of new SBU’s sold
♦ The total number of properties sold each SBU
♦ The number of successful referrals to VOW mortgage broking services
♦ The total number of Free Agent users and the number of sales completed by users of Free Agent

Number of new SBUs sold

Hello currently has 12 SBUs all of which are located in NSW predominantly in Newcastle, the Central Coast, and Sydney. Hello employs external marketing agents, on a commission basis, to identify a pipeline of potential SBUs in various regions.

Hello receives an initial licence fee from each SBU owner. It is assumed that an average of $25,000 is paid for each SBU (i.e. the majority of SBU owners purchase two SBUs). Hello has pre-determined the SBU geographical locations and it is assumed that all available SBUs, a total of 129, are sold over the forecast period as set out in the graph to the right. Of the 129 SBUs, 115 are expected to be seller SBUs, 9 are buyer SBUs and 5 are new home SBUs.

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----- Start of picture text -----

Number of new SBUs sold
50
45
40
35
30
25
20
15
10
5
0
FY16 FY17 FY18 FY19 FY20
Source: Hello
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Properties sold per SBU

The fee for properties with a sale price of $0.5 million or under is $7,990 and $9,990 for those over $0.5 million. Of the total fee, 50% is paid to the SBU and 50% is retained by Hello. Hello also receives 6% of the fee from each sale from the SBU as administration and marketing fees.

It is expected that each mentor will sell 0.75 properties per month in FY16, increasing to two sales per month thereafter. The graph to the right shows the estimated total number of properties sold over the forecast period and the estimated number of properties sold per SBU per month.

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----- Start of picture text -----

Total number of properties sold
FY16 FY17 FY18 FY19 FY20
Total number of properties sold SBU sales per month
----- End of picture text -----

Source: Hello

Number of successful referrals to VOW

Hello receives commission from VOW Financial mortgage brokers for successful referrals by SBUs. Hello receives 30% of the brokers’ upfront and trailing commissions. Hello receives commission regardless of whether the referral purchases a house listed with Hello or some other agent.

The key drivers of referral revenue are the number of successful referrals and the average amount of the mortgages written from Hello referrals. It is assumed that the average mortgage value is $500,000 and that 2% of all potential purchasers who inspect Hello properties will be successfully referred to VOW. The graph to the right shows the increase in successful referrals over the forecast period.

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----- Start of picture text -----

Number of successful referrals to
VOW
FY16 FY17 FY18 FY19 FY20
----- End of picture text -----

Source: Hello

Free agent users and sales

Hello is in the process of finalising a 50% of a joint venture that owns the white label version of the Hello CRM, known as Free Agent. Free Agent is marketed to independent real estate agents who pay a once-off upfront fee of $1,650 (excluding GST) and an additional fee of $195 per property sold.

The key drivers of revenue from Free Agent are the number of agents using Free Agent and the number of sales completed by those agents. It is assumed that each user of Free Agent will make four sales per month. The graph to the right shows the expected increase in the number of agents using Free Agent over the forecast period.

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----- Start of picture text -----

Total number of Free Agent users
FY16 FY17 FY18 FY19 FY20
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Source: Hello

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Margins

A negative EBIT margin is forecast for FY16 before increasing to 9.3% in FY17. EBIT margin decreases to 8.7% in FY20 because prices are held constant whilst variable costs are expected to increase between 1.5% and 2% annually. Additionally significant marketing expenses are forecast in the first five years of operation. Margins are lower than the industry average of 13% which is to be expected given the low cost model operated by Hello.

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----- Start of picture text -----

9.3% 8.7%
FY16 FY17 FY18 FY19 FY20
Source: Hello
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Capital expenditure

Whilst the Hello systems are substantially complete, the following tasks remain:

♦ Third party integration into Evolve the Hello CRM to ensure the majority of interaction with suppliers is automated
♦ Automation of all mentor tasks
♦ Development of the HelloConnect wi-fi proximity marketing system to be rolled out to all homes for sale with Hello
♦ Completion of HPE

Whilst the Hello model did not include any capex, in our model we have allowed for a moderate amount of capital expenditure in FY16 and FY17 to complete these tasks. As the majority of the technology systems are licensed, other than HPE, ongoing capital expenditure, after completion of the above tasks, is expected to be minimal.

Tax

We have applied the Australian corporate tax rate of 30% to the projected cash flows. We have included the benefit of tax losses in our analysis.

Working capital

Due to the majority of revenue being recognised at the time of the cash receipts, working capital is expected to be negligible.

Reasonableness of assumptions

As a high level check of the reasonableness of the Hello property sales assumptions we have considered the average number of property transfers in Australia between 1994 and 2012 and compared this to the projected property sales of the Hello network in FY20.

According to RP Data, the average annual number of property transfers in Australia over the period March 1994 to March 2012 was 472,504. Using this number as a proxy for the long term average number of property transfers in Australia, Hello is forecast to achieve a 0.7% market share in FY20. In addition, after the recent launch of a marketing campaign over 200 new listings have been secured and placed on Hello’s website. On this basis, the assumptions regarding the number of properties sold do not appear overly aggressive considering Hello’s first mover advantage in the area of fixed fee comprehensive real estate services.

In addition, in respect of the revenue from VOW referrals, we have considered the reasonableness of the average loan size and trailing commissions. Australian Finance Group Limited, a listed mortgage broking company, recorded average loan sizes of over $450,000 in all quarters in FY15 off the back of $31.2 billion in loans. Although this is slightly lower than the forecast for Hello this is not unreasonable given that 80% of Hello sales are expected to be of properties priced over $450,000 with 50% over $750,000 (assuming a 20% deposit a purchaser of a $750,000 would require a mortgage of $600,000) and a number of the existing

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SBUs operate in the Sydney region where the median detached house price is over $1 million. The forecast commission rates are broadly comparable to those of listed mortgage brokers, Mortgage Choice.

IBISWorld estimates that the largest participants in the real estate services industry are predominantly large companies with franchised agencies and have approximately 20% market share. An indicative estimate of the market share of independent agents would be in the order of 60%. On this basis, independent agencies would account for approximately 283,502 sale per annum. Based on the estimated total number of properties sold by Free Agent users in FY20, this would imply 14.5% of all property sales are by agents using Free Agent. This does not appear unreasonable given there is a trend of agents moving from franchising systems to operating independently, there are relatively few other CRM products that are specifically designed for the real estate industry and the attractive fee structure of Free Agent which is unlike other software systems that require payment of ongoing licensing fees regardless of the level of sales.

We have not undertaken a review of the projections in accordance with AUS 804 – The Audit of Prospective financial information. Whilst elements of the Hello business model are yet to be tested in the market, we consider that the assumptions, when taken as a whole, are not unreasonable for the purposes of our analysis.

8.2.2 Discount rate

In determining an appropriate discount rate, we have considered the relative riskiness associated with the forecast cash flows and the typical rates of return required by investors for investments with similar risks to Hello as shown in the table below:

Table 16: Discount rate surveys

	Source	Final stage	Bridge/IPO
Stern School of Business	1	35-50%	25-30%
Harvard Business School	2	20-26%	16-23%
London Business School	3	20-34%	17-23%
Manigart et al	4	26-30%	n/a
Pepperdine University	5	19-33%	18-33%

Sources:

1. Valuing Young, Start-up and Growth Companies: Estimation issues and Valuation Challenges, Aswath Damodaran, Stern School of Business, New York University, May 2009

2. Insights from the American Venture Capital Organisation, Harvard Business School, 1991

3. Venture Capital in the United Kingdom, The London Business School, April 1994

4. Determinants of required return in venture capital investments: A five country study, Sophie Manigart et al, 2002

5. Pepperdine Private Capital Markets Project: Capital Markets Report 2015, Graziadio School of Business and Management

Hello is disrupting a large, proven and easily accessible market, there are minimal barriers to entry to the market and Hello has tested the core technology and concept to the stage where they are prepared and able to roll the model on a larger scale. In addition, the assumptions underpinning forecast performance result in manageable growth expectations and the acquisition of a relatively small share of the overall residential sales market indicating that the assumptions are reasonable and cash flows would have a lower degree of risk than many other final stage/IPO companies forecasting higher rates of growth and larger market share. Cash flows from the sales of Free Agent may be considered to be riskier as the contractual terms are yet to be finalised, this product is yet to be rolled out and Hello may face some resistance from agents who are uncertain about licensing a product from a competitor. On this basis it is likely that Hello would be considered to be toward the lower risk end of the Bridge/IPO stage. Based on this we consider a discount rate of between 20% and 25% to be reasonable. Applying a discount rate of 22.5% to the forecast cash flows over the period FY16 to FY20 results in a net present value of $3.4 million.

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8.2.3 Terminal value

The terminal value represents the value of the cash flows beyond the forecast period. Terminal values are commonly calculated based on the expected long-term growth rate of future cash flows. We have used a long term growth rate of 4% for Hello because it is expected to grow faster than inflation for several years beyond the forecast period as it will still beat a relatively early stage of its lifecycle, before its growth will eventually slow. In addition, the forecast market share as at FY20 is relatively small supporting continued growth opportunities. Applying this to the forecast cash flows from 2021 onwards results in a terminal value of $5.1 million (after discounting to present value).

8.2.4 Surplus assets

Surplus assets are assets held by the company that do not contribute to projected cash flows. We have not identified any surplus assets held by Hello.

8.2.5 Net debt

As at 30 June 2015 Hello had a cash balance of approximately $5,000 and borrowings of approximately $357,000, leaving a net debt position of $352,000.

8.2.6 Discount for lack of control

As MinRex’s existing shareholders would be minority shareholders in the Proposed Merged Entity, the value of Hello must be determined on a minority basis. In order to estimate the value of a minority interest, it is necessary to apply a discount for lack of control to the value of a 100% interest in the business. This discount takes into account the lack of control that a minority interest has in the affairs of the company.

In determining an appropriate discount to value the Proposed Merged Entity on a minority basis, we note that Australian studies indicate that premiums required to obtain control of companies range between 20% and 40% of the portfolio holding value. A minority interest discount is the inverse of a premium for control and generally ranges between 15% and 30%. We have selected a discount of 20% as a result of the fairly broad spread of shareholders after the Proposed Transaction and the existence of independent directors.

8.2.7 Discounted cash flow summary

Based on the preceding analysis, the assessed value of Hello on a minority basis is $6.5 million, as set out below:

Table 17: Discounted cash flow valuation of Hello

Description	$'000
Present value of projected cash flows Terminal value Surplus assets Net debt Equity value on a control basis Discount for lack of control at 20% Equity value on a minority basis	3,363 5,069 - (357)
	8,076 (1,615)
	6,461

Source: Leadenhall analysis

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8.2.8 Sensitivity

The analysis presented above is sensitive to a number of key assumptions, as highlighted in the following figure:

Figure 8: Sensitivity analysis - valuation of 100% Hello on a minority basis

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Sales per mentor (1.5 to 2.5 per month) 4,704 10,179
EBIT margin FY20 (7.7% to 12.3%) 5,653 9,286
Revenue (+/-) 20% 5,088 7,833
Realflo sales (+/-) 20% 5,337 7,584
Discount rate (20% to 25%) 5,502 7,725
No. additional mentors (+/-) 50% 5,693 7,674
SBU sales (80% to 100%) 4,598 6,461
Terminal growth (3.0% to 5.0%) 6,216 6,734
Capex (+/-) 10% 6,425 6,496
0 3,000 6,000 9,000 12,000 15,000
Valuation range for Proposed Transaction to be unfair
----- End of picture text -----

Source: Leadenhall analysis

As indicated by the sensitivities above, the key driver of value is volume of property and other product sales and the overall EBIT margin achieved.

8.3 Hello capital raising

The most recent capital raising undertaken by Hello was in June 2015 when Young and Rubicam acquired 10% of Hello for $750,000 (in return for services to be provided). This implied a valuation of Hello of $7.5 million on a minority basis. This is consistent with our valuation range.

The issue of the convertible notes in August 2015 is not directly comparable to the equity valuation due to the different risk profiles between a convertible note and a pure equity investment.

8.4 Conclusion

Based on the DCF analysis above, and the recent transactions in Hello’s shares (and the de-risking of the business that has been undertaken since these transactions), we have assessed the value of 100% of Hello on a minority basis to be in the range of $6.5 million to $8.0 million. This is based on consideration of the base case valuation set out in Section 8.2.7 as well as the sensitivity analysis in Section 8.2.8.

8.5 Capitalisation of earnings

As a cross-check of our valuation, we have calculated the revenue multiple implied by our discounted cash flow valuation and compared this multiple to the revenue multiples of comparable listed companies.

We have selected revenue as an appropriate measure for Hello because FY15 actual and FY16 forecast EBIT and EBITDA are negative and forecasts for similar public companies are not available for when Hello is forecast to make positive EBIT and EBITDA. As such we are unable to conduct a capitalisation of earnings analysis using EBIT or EBITDA.

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The table below shows Hello’s implied revenue multiples for FY15 and FY16 based on our preferred valuation range and projected revenues.

Table 18: Hello implied revenue multiples


	Low	High	Low	High
	$'000	$'000	$'000	$'000
Implied revenue multiple	12.7x	15.7x	1.9x	2.3x
Source: Leadenhall analysis

To cross-check the assessed multiple, we have identified multiples implied by market trading prices of public companies with similar activities to Hello, as set out in the table below, and compared these implied multiples to those calculated for Hello in the table above. The multiples set out below are based on market trading and consequently do not include the impact of a control premium, therefore they are also calculated on a minority basis, consistent with the implied Hello multiples in the table above.

Table 19: Comparable revenue multiples

Company	Country	Market Cap (AU$ millions)	1YH Current 1YF Revenue Multiple	1YH Current 1YF Revenue Multiple	1YH Current 1YF Revenue Multiple
Jones Lang LaSalle Incorporated	United States	9,498.2	1.7x	1.1x	1.1x
Zillow Group, Inc.	United States	6,150.5	18.9x	6.5x	5.1x
REA Group Ltd	Australia	5,765.2	11.0x	9.3x	8.1x
Savills plc	United Kingdom	2,672.8	2.5x	1.0x	0.9x
RealPage, Inc.	United States	1,961.4	4.8x	3.0x	2.7x
RE/MAX Holdings, Inc.	United States	641.2	3.7x	2.6x	2.5x
Brookfield Real Estate Services Inc.	Canada	137.5	3.7x	n/a	n/a
Landmark White Limited	Australia	13.8	0.7x	n/a	n/a
Minimum			0.7x	1.0x	0.9x
Mean			5.9x	3.9x	3.4x
Median			3.7x	2.8x	2.6x
Maximum			18.9x	9.3x	8.1x

Source: FactSet as at 23 September 2015

The comparable revenue multiples are widely spread and thus cannot be considered particularly reliable evidence of fair market value of Hello. However, the forecast Hello multiples are higher than traditional agents/advisors such as Jones Lang LaSalle and Savills which is not unreasonable given Hello’s higher growth rate and scalability but lower than large scale real-estate technology companies such as Zillow and REA group which is not unreasonable because these companies have a dominant market share in the online advertising space. On this basis we consider that the market revenue multiples provide limited support to our conclusions.

8.6 Conclusion on value of Hello

We assessed the value of 100% of Hello on a minority basis to be in the range of $6.5 million to $8.0 million based on a discounted cash flow approach. This was broadly supported by the most recent transaction in Hello shares and a capitalisation of earnings analysis. We have therefore adopted this as our preferred valuation range for Hello.

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9 VALUATION OF PROPOSED MERGED ENTITY

9.1 Introduction

We have determined the fair market value of a share in the Proposed Merged Entity using the sum of the parts method, with the value of Hello based on the analysis set out in Section 8 above. This assessment has been made on a minority interest basis (i.e. excluding a control premium) as MinRex’s existing shareholders would be minority shareholders in the Proposed Merged Entity.

9.2 Sum of the parts

We set out below our assessment of the fair market value of a share in the Proposed Merged Entity.

Table 20: Valuation of Proposed Merged Entity

Description	Low ($'000) High ($'000)
Assessed value of Hello on a minority basis Cash held by Minrex Other assets and liabilities of Minrex Transaction costs Total equity value attributable to proposed merged entity Value attributable to optionholders Value attributable to ordinary shares Minrex shares currently on issue Minrex partly paid shares (after 1 for 20 consolidation) Shares to be issued as consideration for Hello Total shares Assessed value per share	6,500 8,000 1,526 1,526 (40) 258 (195) (195)
	7,791 9,589 (110) (110)
	7,681 9,479
	17,500 17,500 875 875 49,167 49,167
	67,542 67,542

	0.11 0.14

Source: Leadenhall analysis

9.2.1 Hello

In Section 8 above we valued 100% of the equity in Hello at $6.5 million to $8.0 million on a minority basis. As MinRex will own all of the equity in Hello, with no contingent claims on equity (e.g. convertible notes) outstanding, we have included this full amount in the assessed fair market value of the Proposed Merged Entity.

9.2.2 Cash

MinRex currently has cash of $1.5 million. The cash currently held by Hello is accounted for in the assessed value of Hello, thus Hello’s cash is not included here to avoid double counting.

9.2.3 Other assets and liabilities of Hello

This value is as described in Section 7 above. No adjustment to this amount is needed for the valuation of the Proposed Merged Entity. We believe that once the Proposed Transaction has been completed MinRex would lose its value as a potential shell company. Thus in valuing the Proposed Merged Entity this component of MinRex’s stand-alone value has been excluded.

9.2.4 Transaction costs

If the Proposed Transaction is completed transaction costs are currently estimated to be $195,000.

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9.2.5 Value attributable to optionholders

If the proposed transaction is completed, current holders of partly paid MinRex shares will receive 16.6 million options expiring on 11 July 2016 with an exercise price of $0.20. We have valued the options using a Black Scholes option pricing model using a spot price of $0.125 (the midpoint of our assessed range) and 50% volatility. Based on this we have assessed the value of the options to be $110,000.

9.2.6 Number of shares in Proposed Merged Entity

In our consideration of the number of shares in the Proposed Merged Entity we have included:

♦ The current MinRex shares on issue
♦ The partly paid MinRex shares consolidated on a 1 for 20 basis
♦ The MinRex shares to be issued as consideration for Hello

We have not included any of the performance shares as, based on our valuation model, it is unlikely that the performance hurdles will be met. If the performance hurdles were met, the assessed value of Hello would be higher because of the financial benefits generated in meeting the hurdles.

9.2.7 Capital raising

As the proposed capital raising is intended to be within our assessed valuation range it should not materially alter our assessed values.

9.3 Recent trading in MinRex shares

Market trading in MinRex Shares subsequent to the announcement of the Proposed Transaction on 8 July 2015 provides an indication of the market’s assessment of the Proposed Transaction, to the extent that the market is fully informed and expects the transaction to complete. During that period MinRex shares have generally traded in the range of $0.13 to $0.15 with a low of $0.105 on 21 July 2015 and a high of $0.185 on 16 September 2015 and closing at $0.145 on 24 September 2015. This is consistent with our valuation range and therefore provides additional support four our valuation conclusion.

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10 EVALUATION

10.1 Fairness

In order to assess whether the Proposed Transaction is fair we have compared:

♦ Our assessed fair market value of a MinRex share before the Proposed Transaction on a control basis (i.e. including a control premium); with
♦ Our assessed fair market value of a share in the Proposed Merged Entity (i.e. MinRex plus Hello after the Proposed Transaction), on a minority interest basis

This comparison is set out below.

Table 21: Assessment of fairness

		Low	High
Fair market value of a MinRex share (before Proposed Transaction)	(Section 7)	$0.10	$0.13
Fair market value of a Proposed Merged Entity share	(Section 9)	$0.11	$0.14

Source: Leadenhall analysis

Since the value of a MinRex share before the Proposed Transaction (on a control basis) is in-line with the value of a share in the Proposed Merged Entity (on a minority basis) the Proposed Transaction is fair to MinRex’s shareholders.

As noted in Section 8, the value of the Proposed Merged Entity is sensitive to certain key assumptions. However, we note that significant changes to the key assumptions would not alter the above conclusion, as demonstrated by Figure 8.

10.2 Reasonableness

We have defined the Proposed Transaction as reasonable if it is fair, or if despite not being fair, there are sufficient reasons for MinRex’s shareholders to vote for the proposal. Whilst the Proposed Transaction is fair, we have also considered the following advantages and disadvantages of the Proposed Transaction to Shareholders.

10.2.1 Advantages

Exposure to Operating business

At present MinRex has no material operating activities. Its major asset is cash complemented by two mineral exploration projects. It has no reliable sources of income, other than bank interest which is insufficient to meet its outgoings.

By contrast, if the Proposed Transaction proceeds, Shareholders will have exposure to a growth business exposed to a large market that has the potential to create significant capital gains over the next several years if the business model is successful.

Expected market trading

If the Proposed Transaction is not completed, it is likely that MinRex shares would trade at a discount to their recent trading levels, at least until another transaction is announced. If the Proposed Transaction is completed it is likely that MinRex shares would continue to trade at prices higher than they have in recent months. This is highlighted by the increase in the trading price of MinRex shares following the announcement of the Proposed Transaction as shown in Figure 2 above.

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Increased liquidity

Market trading in MinRex shares is currently very illiquid, with frequent days in which no shares are traded. The Proposed Merged Entity is likely to have a market capitalisation significantly in excess of the current market capitalisation. A larger market capitalisation may make the company a suitable investment for a wider range of investors. The increased market capitalisation and addition of an operating business in a market with significant investor interest at the moment may also attract analyst coverage which would enhance the profile of the Proposed Merged Entity with investors. These factors could result in increased liquidity and greater trading depth than MinRex would have on a standalone basis.

No transaction costs for Shareholders

If the Proposed Transaction is completed, Shareholders will effectively exit an illiquid position in a company with no material operating business and get exposure to an operating business without having to sell their MinRex shares. Thus they will avoid transaction costs such as brokerage and potentially capital gains taxation that might apply if they sought alternative ways to achieve a similar result.

10.2.2 Disadvantages

Significant change in investment risk profile

Investors who acquired MinRex shares for exposure to minerals development projects may not wish to hold an investment in the Proposed Merged entity, which would predominantly be Hello’s business. While the potential market for Hello is large and the company appears to have an early mover advantage, Hello is still at an early stage in its development and is currently making losses. It is not certain that Hello’s business will succeed. An investment in the Proposed Merged Entity should therefore be considered speculative.

Potential further capital requirements

Hello is still at an early stage of its development and while it is expected that the proposed capital raising will be sufficient to fund its needs until it becomes cash flow positive, there is a risk that either the funding will run out before cash flow turns positive or additional funding will be required for further growth. If the funding runs out Shareholders may be further diluted by a future capital raising, or the company may be unable to continue its business.

Loss of control

If the Proposed Transaction is approved the vendors of Hello would acquire an aggregate 44.6% holding in MinRex, assuming the proposed capital raising reaches its $5 million minimum subscription, which will give them effective joint control. This would include the ability to control the assets, the strategic direction of the company, and the decision of when to pay dividends. The vendors of Hello may not always act in the best interest of MinRex’s other shareholders, subject to compliance with relevant laws and regulations.

10.2.3 Conclusion on reasonableness

As the Proposed Transaction is fair it is also reasonable.

10.3 Opinion

The Proposed Transaction is fair and reasonable to Shareholders.

An individual shareholder’s decision in relation to the Proposed Transaction may be influenced by their own particular circumstances. If in doubt, the shareholder should consult an independent financial adviser.

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MinRex Resources NL Independent Expert’s Report and Financial Services Guide 22 October 2015

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: GLOSSARY

Term	Meaning
AIFRS	Australian equivalent to international financial reporting standards
ASIC	Australian Securities and Investments Commission
ASX	ASX Limited
CAGR	Compound Annual Growth Rate
CEO	Chief Executive Officer
CFO	Chief Financial Officer
Corporations Act	The Corporations Act 2001
EBIT	Earnings before interest and tax
EBITDA	Earnings before interest, tax, depreciation and amortisation
Fair market value	The price, expressed in terms of cash equivalents, at which property
	would change hands between a hypothetical willing and able buyer
	and a hypothetical willing and able seller, acting at arms’ length in an
	open and unrestricted market, when neither is under compulsion to
	buy or sell and when both have reasonable knowledge of the relevant
	facts
FOS	Financial Ombudsman Service
FSG	Financial Services Guide
FY	Financial year
Hello	Hello Real Estate Limited
HHF	Hello House File
HPE	Hello Property Exchange
IPO	Initial Public Offering
Item 7	Item 7 of Section 611 of the Corporations Act
Leadenhall	Leadenhall Corporate Advisory Pty Ltd
MinRex	MinRex Resources NL
Nominal	Including inflation
NPAT	Net profit after tax
NPV	Net present value
P / E	Price to Equity
PBT	Profit before tax
Proposed Transaction	Acquisition of Hello by MinRex
Real	Excluding inflation
RG111	Regulatory Guide 111: Content of Expert Reports
RG74	Regulatory Guide 74: Acquisitions Approved by Members
SBU	Satellite Business Unit
Section 606	Section 606 of the Corporations Act 2001
Shareholders	Shareholders of MinRex

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MinRex Resources NL Independent Expert’s Report and Financial Services Guide 22 October 2015

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: VALUATION METHODOLOGIES

In preparing this report we have considered valuation methods commonly used in practice and those recommended by RG111. These methods include:

♦ The discounted cash flow method
♦ The capitalisation of earnings method
♦ Asset based methods
♦ Analysis of share market trading
♦ Industry specific rules of thumb

The selection of an appropriate valuation method to estimate fair market value should be guided by the actual practices adopted by potential acquirers of the company involved.

Discounted Cash Flow Method

Description

Of the various methods noted above, the discounted cash flow method has the strongest theoretical standing. It is also widely used in practice by corporate acquirers and company analysts. The discounted cash flow method estimates the value of a business by discounting expected future cash flows to a present value using an appropriate discount rate. A discounted cash flow valuation requires:

♦ A forecast of expected future cash flows
♦ An appropriate discount rate

It is necessary to project cash flows over a suitable period of time (generally regarded as being at least five years) to arrive at the net cash flow in each period. For a finite life project or asset this would need to be done for the life of the project. This can be a difficult exercise requiring a significant number of assumptions such as revenue growth, future margins, capital expenditure requirements, working capital movements and taxation.

The discount rate used represents the risk of achieving the projected future cash flows and the time value of money. The projected future cash flows are then valued in current day terms using the discount rate selected.

The discounted cash flow method is often sensitive to a number of key assumptions such as revenue growth, future margins, capital investment, terminal growth and the discount rate. All of these assumptions can be highly subjective sometimes leading to a valuation conclusion presented as a range that is too wide to be useful.

Use of the Discounted Cash Flow Method

A discounted cash flow approach is usually preferred when valuing:

♦ Early stage companies or projects
♦ Limited life assets such as a mine or toll concession
♦ Companies where significant growth is expected in future cash flows
♦ Projects with volatile earnings

It may also be preferred if other methods are not suitable, for example if there is a lack of reliable evidence to support a capitalisation of earnings approach. However, it may not be appropriate if:

♦ Reliable forecasts of cash flow are not available and cannot be determined
♦ There is an inadequate return on investment, in which case a higher value may be realised by liquidating the assets than through continuing the business

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MinRex Resources NL Independent Expert’s Report and Financial Services Guide 22 October 2015

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Capitalisation of Earnings Method

Description

The capitalisation of earnings method is a commonly used valuation methodology that involves determining a future maintainable earnings figure for a business and multiplying that figure by an appropriate capitalisation multiple. This methodology is generally considered a short form of a discounted cash flow, where a single representative earnings figure is capitalised, rather than a stream of individual cash flows being discounted. The capitalisation of earnings methodology involves the determination of:

♦ A level of future maintainable earnings
♦ An appropriate capitalisation rate or multiple.

A multiple can be applied to any of the following measures of earnings:

Revenue – most commonly used for companies that do not make a positive EBITDA or as a cross-check of a valuation conclusion derived using another method.

EBITDA - most appropriate where depreciation distorts earnings, for example in a company that has a significant level of depreciating assets but little ongoing capital expenditure requirement.

EBITA - in most cases EBITA will be more reliable than EBITDA as it takes account of the capital intensity of the business.

EBIT - whilst commonly used in practice, multiples of EBITA are usually more reliable as they remove the impact of amortisation which is a non-cash accounting entry that does not reflect a need for future capital investment (unlike depreciation).

NPAT - relevant in valuing businesses where interest is a major part of the overall earnings of the group (e.g. financial services businesses such as banks).

Multiples of EBITDA, EBITA and EBIT are commonly used to value whole businesses for acquisition purposes where gearing is in the control of the acquirer. In contrast, NPAT (or P/E) multiples are often used for valuing minority interests in a company.

The multiple selected to apply to maintainable earnings reflects expectations about future growth, risk and the time value of money all wrapped up in a single number. Multiples can be derived from three main sources. Using the guideline public company method, market multiples are derived from the trading prices of stocks of companies that are engaged in the same or similar lines of business and that are actively traded on a free and open market, such as the ASX. The merger and acquisition method is a method whereby multiples are derived from transactions of significant interests in companies engaged in the same or similar lines of business. It is also possible to build a multiple from first principles.

Use of the Capitalisation of Earnings Method

The capitalisation of earnings method is widely used in practice. It is particularly appropriate for valuing companies with a relatively stable historical earnings pattern which is expected to continue. This method is less appropriate for valuing companies or assets if:

♦ There are no suitable listed company or transaction benchmarks for comparison
♦ The asset has a limited life
♦ Future earnings or cash flows are expected to be volatile
♦ There are negative earnings or the earnings of a business are insufficient to justify a value exceeding the value of the underlying net assets

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MinRex Resources NL Independent Expert’s Report and Financial Services Guide 22 October 2015

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Asset Based Methods

Description

Asset based valuation methods estimate the value of a company based on the realisable value of its net assets, less its liabilities. There are a number of asset based methods including:

♦ Orderly realisation
♦ Liquidation value
♦ Net assets on a going concern basis
♦ Replacement cost
♦ Reproduction cost

The orderly realisation of assets method estimates fair market value by determining the amount that would be distributed to shareholders, after payment of all liabilities including realisation costs and taxation charges that arise, assuming the company is wound up in an orderly manner. The liquidation method is similar to the orderly realisation of assets method except the liquidation method assumes the assets are sold in a shorter time frame. Since wind up or liquidation of the company may not be contemplated, these methods in their strictest form may not necessarily be appropriate. The net assets on a going concern basis method estimates the market values of the net assets of a company but does not take account of realisation costs.

The asset / cost approach is generally used when the value of the business’ assets exceeds the present value of the cash flows expected to be derived from the ongoing business operations, or the nature of the business is to hold or invest in assets. It is important to note that the asset approach may still be the relevant approach even if an asset is making a profit. If an asset is making less than an economic rate of return and there is no realistic prospect of it making an economic return in the foreseeable future, an asset approach would be the most appropriate method.

Use of Asset Based Methods

An asset-based approach is a suitable valuation method when:

♦ An enterprise is loss making and is not expected to become profitable in the foreseeable future
♦ Assets are employed profitably but earn less than the cost of capital
♦ A significant portion of the company’s assets are composed of liquid assets or other investments (such as marketable securities and real estate investments)
♦ It is relatively easy to enter the industry (for example, small machine shops and retail establishments)

Asset based methods are not appropriate if:

♦ The ownership interest being valued is not a controlling interest, has no ability to cause the sale of the company’s assets and the major holders are not planning to sell the company’s assets
♦ A business has (or is expected to have) an adequate return on capital, such that the value of its future income stream exceeds the value of its assets

Analysis of Share Trading

The most recent share trading history provides evidence of the fair market value of the shares in a company where they are publicly traded in an informed and liquid market. There should also be some similarity between the size of the parcel of shares being valued and those being traded. Where a company’s shares are publicly traded then an analysis of recent trading prices should be considered, at least as a cross-check to other valuation methods.

Industry Specific Rules of Thumb

Industry specific rules of thumb are used in certain industries. These methods typically involve a multiple of an operating figure such as eyeballs for internet businesses, numbers of beds for hotels etc. These methods are typically fairly crude and are therefore usually only appropriate as a cross-check to a valuation determined using an alternative method.

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MinRex Resources NL Independent Expert’s Report and Financial Services Guide 22 October 2015

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: COMPARABLE COMPANIES

The following company descriptions are summarised from descriptions provided by FactSet.

Company	Description
	Jones Lang LaSalle, Inc. is a global financial and professional services
Jones Lang LaSalle	company focussed on real estate. It offers services to owners, occupiers,
Incorporated	investors and developers. Jones Lang LaSalle was founded in April 1997 and
	is headquartered in Chicago, IL.
	Zillow Group, Inc. houses a portfolio of the real estate and home-related
Zillow Group, Inc.	brands on the Web and mobile. Its portfolio includes: Zillow, Trulia, StreetEasy, and HotPads. It also houses the following business brands: ActiveRain,
	Diverse Solutions, Market Leader, Mortech, Postlets, and Retsly.
	REA Group Ltd. engages in the provision of real estate online advertising and
REA Group Ltd	related services. It owns and operates the real estate and commercial property advertising sites in Australia. The company was founded in 1995 and is
	headquartered in Richmond, Australia.
	Savills Plc operates as a global real estate services provider, which provides
Savills plc	corporate finance advice, investment management and property related financial services. The company was founded by Alfred Savill in 1855 and is
	headquartered in London, the United Kingdom.
	RealPage, Inc. provides on demand software solutions for the rental housing
	industry. The company offers on demand product lines that enable owners and
RealPage, Inc.	managers of single-family and a wide variety of multifamily rental property types, including conventional, affordable, military, student and senior housing,
	to manage its marketing, pricing, screening, leasing, accounting, purchasing,
	utilities and other property operations.
	RE/MAX Holdings, Inc. is a franchisor of residential and commercial real estate
RE/MAX Holdings, Inc.	services throughout the U.S. and internationally. It also operates real estate
	brokerage businesses in the U.S.
	AVJennings Ltd. is a residential property development company. The company
	operates through two segments: States and Other. The States segment
AVJennings Limited	includes activities relating to land development, integrated housing, apartments
	development and home improvements. The Other segment includes corporate
	transactions entered into by the head office which are not state based.
Brookfield Real Estate Services Inc.	Brookfield Real Estate Services, Inc. provides residential real estate services to residential real estate brokers and their agents across Canada. The company generates cash flow from franchise royalties and service.
	LandMark White Ltd. is an Australia-based independent property consultancy
	and valuation company. Its services include valuations for mortgage finance,
Landmark White Limited	trust reporting, rating objections and appeals, asset valuations, property
	advice, due diligence and research. The property advice consists of property
	evaluation, tenancy relocation, project feasibility and loss minimization.

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MinRex Resources NL Independent Expert’s Report and Financial Services Guide 22 October 2015

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: QUALIFICATIONS, DECLARATIONS AND CONSENTS

Responsibility and purpose

This report has been prepared for MinRex’s shareholders for the purpose of assessing the fairness and reasonableness of the Proposed Transaction. Leadenhall expressly disclaims any liability to any shareholder, or anyone else, whether for our negligence or otherwise, if the report is used for any other purpose or by any other person.

Reliance on information – accuracy and completeness

In preparing this report we relied on the information provided to us by MinRex and Hello being complete and accurate and we have assumed it has been prepared in accordance with applicable Accounting Standards and relevant national and state legislation. We have not performed an audit, review or financial due diligence on the information provided. Drafts of our report were issued to MinRex and Hello’s management for confirmation of factual accuracy.

Prospective information

To the extent that this report refers to prospective financial information, we have considered the prospective financial information and the basis of the underlying assumptions. The procedures involved in Leadenhall’s consideration of this information consisted of enquiries of MinRex and Hello personnel and analytical procedures applied to the financial data. These procedures and enquiries did not include verification work nor constitute an audit or a review engagement in accordance with Australian Auditing Standards, or any other standards. Nothing has come to our attention as a result of these enquiries to suggest that the financial projections for Hello, when taken as a whole, are unreasonable for the purpose of this report.

We note that the forecasts and projections supplied to us are, by definition, based upon assumptions about events and circumstances that have not yet transpired. Actual results in the future may be different from the prospective financial information of Hello referred to in this report and the variation may be material, since anticipated events frequently do not occur as expected. Accordingly we give no assurance that any forecast results will be achieved. Any future variation between the actual results and the prospective financial information utilised in this report may affect the conclusions included in this report.

Market conditions

Leadenhall’s opinion is based on prevailing market, economic and other conditions as at the date of this report. Conditions can change over relatively short periods of time. Any subsequent changes in these conditions could impact upon the conclusion reached in this report.

As a valuation is based upon expectations of future results it involves significant judgement. Although we consider the assumptions used and the conclusions reached in this report are reasonable, other parties may have alternative expectations of the future, which may result in different valuation conclusions. The conclusions reached by other parties may be outside Leadenhall’s preferred range.

Indemnities

In recognition that Leadenhall may rely on information provided by MinRex and Hello and their officers, employees, agents or advisors, MinRex has agreed that it will not make any claim against Leadenhall to recover any loss or damage which it may suffer as a result of that reliance and that it will indemnify Leadenhall against any liability that arises out of Leadenhall’s reliance on the information provided by MinRex and its officers, employees, agents or advisors or the failure by MinRex and its officers, employees, agents or advisors to provide Leadenhall with any material information relating to this report.

Qualifications

The personnel of Leadenhall principally involved in the preparation of this report were Richard Norris, BA (Hons), FCA, M.App.Fin, F.Fin, Dave Pearson, BCom., CA, CFA, CBV, M.App.Fin, Gary Cornelius, B.Ec(Hons), FFTP, FAICD Dip and Katy Lawrence, BCom., CA .

This report has been prepared in accordance with “APES 225 – Valuation Services” issued by the Accounting Professional & Ethical Standards Board and this report is a valuation engagement in accordance with that standard and the opinion is a conclusion of value.

Independence

Leadenhall has acted independently of MinRex and Hello. Compensation payable to Leadenhall is not contingent on the conclusion, content or future use of this report.

Page 52 of 52

Annexure F Proxy Form

Page 67

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MINREX RESOURCES NL

ACN: 151 185 867

«HOLDER_NAME» «ADDRESS_LINE_1» «ADDRESS_LINE_2» «ADDRESS_LINE_3» «ADDRESS_LINE_4» «ADDRESS_LINE_5»

REGISTERED OFFICE:

LINQ HOUSE LEVEL 1 17 ORD STREET WEST PERTH WA 6005

SHARE REGISTRY: Security Transfer Registrars Pty Ltd

All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: [email protected] W: www.securitytransfer.com.au

Code: MRR

Holder Number: «HOLDER_NUMB

PROXY FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

VOTE Lodge your proxy vote securely at www.securitytransfer.com.au

Log into the Investor Centre using your holding details.

ONLINE 2. Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area.

«ONLINE PRX

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote, hereby appoint:

The meeting chairperson OR

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or failing the person named, or if no person is named, the Chairperson of the meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the Annual General Meeting of the Company to be held at 10:30am WST on Monday 23 November 2015 at The Mezz,1st Floor, The Vic Hotel, 226 Hay St, Subiaco WA 6008 and at any adjournment of that meeting.

SECTION B: Voting Directions

Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the	Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the	Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the	Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the	Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the	Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the	Meeting intends to vote undirected proxies in FAVOUR of all the resolutions.	Meeting intends to vote undirected proxies in FAVOUR of all the resolutions.	Meeting intends to vote undirected proxies in FAVOUR of all the resolutions.
In exceptional circumstances, the Chairperson of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be								made.
RESOLUTION		For	Against	Abstain			For	Against	Abstain
1.	Adoption of Remuneration Report				9.	Issue of Consideration Shares and Performance Shares to the Vendors
2.	Re-election of Director - Emmanuel Heyndrickx				10.	Issue Shares upon conversion of Hello Convertible Notes
3.	Reduction of capital and consolidation of partly paid shares				11.	Issue of Placement Shares
4.	Issue of Options to non-associated partly paid shareholders				12.	Election of Robert Lapointe as a Director of the Company
5.	Issue of Options to Emmanuel Heyndrickx				13.	Election of Philip Horan as a Director of the Company
6.	Change of company type				14.	Election of Tricia Mewett as a Director of the Company
7.	Adoption of new Constitution				15.	Election of Matthew Griffiths as a Director of the Company
8.	Significant change to activities				16.	Change of Company name

If no directions are given my proxy may vote as the proxy thinks fit or may abstain. * If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SECTION C: Signature of Security Holder(s)

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Security Holder Security Holder 2 Sole Director & Sole Company Secretary Director

Security Holder 3

Director/Company Secretary

Proxies must be received by Security Transfer Registrars Pty Ltd no later than 10:30am WST on Saturday 21 November 2015. + MRRPX1231115 1 1 MRR MRRPX1231115

My/Our contact details in case of enquiries are:

Name:

Number:

( )

1. NAME AND ADDRESS

This is the name and address on the Share Register of the Company. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. APPOINTMENT OF A PROXY

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a shareholder of the Company.

3. DIRECTING YOUR PROXY HOW TO VOTE

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by contacting the Company's share registry or you may photocopy this form.

5. SIGNING INSTRUCTIONS

Individual: where the holding is in one name, the Shareholder must sign. Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. LODGEMENT OF PROXY

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Registrars Pty Ltd no later than the date and time stated on the form overleaf. Any Proxy form received after that time will not be valid for the scheduled meeting.

To appoint a second Proxy you must:

a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and
b) Return both forms in the same envelope.

The proxy form does not need to be returned to the share registry if the votes have been lodged online.

Security Transfer Registrars Pty Ltd Online www.securitytransfer.com.au

Postal Address PO BOX 535 Applecross WA 6953 AUSTRALIA Street Address Alexandrea House Suite 1, 770 Canning Highway Applecross WA 6153 AUSTRALIA Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233 Email [email protected]

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of security holders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

AI assistant

MINREX RESOURCES LIMITED — AGM Information 2015

65375_rns_2015-10-21_ee6da240-7392-4644-b098-04abaddcc658.pdf

MinRex Resources NL ACN 151 185 867

Section A - Directors’ Letter

22 October 2015

Dear Shareholder,

1. Introduction

2. Current Operations and background to the Transaction

2.1 MinRex

2.2 Hello Real Estate

3. Real Estate Industry

3.1 Introduction

(a) Overview

(b)

Competitive Environment

(c)

Real Estate Industry Costs and Profitability

(d)

Outlook

4.1 Overview

4.2 Timeline of Significant Events

4.3 Service Offerings

4.4 Services offered to Home Sellers

4.5 Fees for Home Seller Services

4.6 Services offered to Home Buyers

4.7 Satellite Business Units

4.8 SBU licenses

4.9 Fee split

4.10 Hello Strategic Partnerships

4.11 Hello Technology Platforms

(c)

Hello Bid’N’Buy

5. Other Information

5.1 Hello Real Estate Corporate Structure

5.2 Proposed New Board and Management

5.3

Proposed New Board Members

(a) Robert (Bob) Lapointe

(b)

Philip Horan (Founder/Licensee)

(c) Tricia Mewett (Sales Director/Licensee)

(d) Matthew Griffiths (Managing Director/CEO)

5.4 Proposed new management

(a) Matthew Griffiths (Chief Executive Officer)

(b) Fred Dubash (Chief Financial Officer)

(c) James Hunt (Chief Marketing Officer)

(d) Philip Horan (Corporate Development Director)

(e) Tricia Mewett (Satellite Business Unit Director)

1. Summary opportunity of the proposed transaction

2. Summary considerations of the proposed transaction

Section D - Notice of Annual General Meeting

1. Agenda

1.1 Item 1: Financial Statements and Reports

1.2 Resolution 1: Adoption of Remuneration Report

1.3

Resolution 2: Re-election of Director - Emmanuel Heyndrickx

1.4 Resolution 3: Reduction of capital and consolidation of partly paid shares

1.5 Resolution 4: Issue of Options to non-associated partly paid shareholders

1.6 Resolution 5: Issue of Options to Emmanuel Heyndrickx

1.7 Resolution 6: Change of company type

1.8 Resolution 7: Adoption of new Constitution

1.9 Resolution 8: Significant change to activities

1.10 Resolution 9: Issue of Consideration Shares and Performance Shares to the Vendors

1.11 Resolution 10: Issue Shares upon conversion of Hello Convertible Notes

1.12 Resolution 11: Issue of Placement Shares

1.13 Resolution 12: Election of Robert Lapointe as a Director of the Company

1.14 Resolution 13: Election of Philip Horan as a Director of the Company

1.15 Resolution 14: Election of Tricia Mewett as a Director of the Company

1.16 Resolution 15: Election of Matthew Griffiths as a Director of the Company

1.17 Resolution 16: Change of Company name

2.1 Resolution 1

2.2

Resolution 4

2.3

Resolution 5

2.4 Resolution 8

2.5

Resolution 9

2.6 Resolution 10

MINREX RESOURCES LIMITED AGM Information 2015