REDCASTLE RESOURCES LIMITED — Capital/Financing Update 2014

Oct 20, 2014

GRP CORPORATION (TO BE RENAMED SPRING NETWORKS ACN 096 781 716 (COMPANY) CORPORATION LIMITED NETWORKS LIMITED)

PROSPECTUS

For a public offer of up to 25,000,000 to raise up to $5 million ( Oversubscriptions of up to a further New Share to raise up to a further $ 25,000,000 New Shares at an issue price of $0. Public Offer) with a minimum subscription of $ 5,000,000 New Shares at an issue price of $1,000,000 may be accepted. $0.20 per New Share $3,000,000. $0.20 per

The Prospectus is also for the offer all of Spring.me's fully paid ordinary shares ( rights (Spring.me Performance Stock Rights Spring.me Share held (on a post for each First Spring.me Performance Stock Right held Stock Rights for each Second Spring.me Performance Stock Right held ( offer by the Company to Spring.me Shareholders Spring.me Shares) and performance stock ) on the basis of 2.72 New post-Consolidation basis), 2.72 First Performance Stock Right held and 2.72 Second Performance to acquire Shares for every 1 Rights Spring.me Offer).

The Offers are scheduled to close at 5.00pm (WST) on or withdrawn. Applications must be received before that time to be valid. 28 November 2014 unless extended

Completion of the Offers is which are detailed further in is conditional upon satisfaction of the following hich Section 7.2 of the Prospectus: following Conditions,

• Shareholder approval of the significant change to the nature and scale of Company's activities that will result from completion of the amongst other matters, at the on 22 October 2014; and at Sprin Annual General Meeting of the Company the Spring.me Acquisition, Company to be held
• ASX conditionally confirming that it will re ; re-admit the Company to the Official List.

No Securities will be issued pursuant to this Prospectus until such urities Conditions are satisfied.

Joint Lead Managers to the Public Offer:

DJ Carmichael Pty Limited and BBY Limited

IMPORTANT INFORMATION

This is an important document that should be read in you should consult your professional advisers without delay Prospectus should be considered highly speculative. its entirety. If you do not understand it delay. The Securities offered by this

1.	CORPORATE DIRECTORY 2
2.	IMPORTANT NOTICE 3
3.	KEY DATES 7
4.	CHAIRMAN'S LETTER 8
5.	INVESTMENT OVERVIEW 10
6.	TRANSACTION OVERVIEW 20
7.	DETAILS OF THE OFFERS 24
8.	COMPANY OVERVIEWS – ASSETS, FINANCIAL INFORMATION AND CAPITALSTRUCTURE 33
9.	RISK FACTORS 41
10.	BOARD, MANAGEMENT, INTERESTS AND CORPORATE GOVERNANCE 48
11.	INVESTIGATING ACCOUNTANT'S REPORT 52
12.	CORPORATE GOVERNANCE 68
13.	MATERIAL CONTRACTS 71
14.	TERMS OF THE SPRING.ME OFFER 77
15.	ADDITIONAL MATERIAL INFORMATION 80
16.	DIRECTORS' AUTHORISATION 90
17.	GLOSSARY AND INTERPRETATION 91

1. CORPORATE DIRECTORY

Directors (resigning upon completion)

Mr Mark Rowbottam^ (Non-Executive Chairman) Mr Zane Lewis^ (Non-Executive Director) Mr Edwin Bulseco^ (Non-Executive Director)

Proposed Directors

Mr Colin Fabig (Executive Chairman) Mr Ari Klinger (Managing Director) Mr Roger Harley (Non-Executive Director)

Company Secretary (resigning upon completion)

Mr Zane Lewis

Proposed Company Secretary

Andrew Bursill

Current ASX Code:

GRP

Proposed ASX Code:

SNS

Joint Lead Managers to the Offer

DJ Carmichael Pty Limited Level 3, 216 St Georges Terrace Perth WA 6000

BBY Limited Level 17, 60 Margaret Street Sydney NSW 2000

Investigating Accountant

Bentleys (WA) Pty Ltd Level 1, 12 Kings Park Road West Perth WA 6005

^ Resigning upon completion of the Spring.me Acquisition. * These entities have been included for information purposes only. They have not been involved in the preparation of this Prospectus.

Registered Office

Level 1, 981 Wellington Street West Perth WA 6005

Telephone: +61 8 6555 2950 Facsimile: +61 8 9321 3102

Email: info@grpcorporation.com.au Website: www.grpcorporation.com.au

Share Registry*

Link Market Services Limited Level 4, 152 St Georges Terrace Perth WA 6000

Australian Telephone: 1300 554 474 International Telephone: +61 1300 554 474 Facsimile: +61 2 9287 0303

Website: www.linkmarketservices.com.au

Legal Advisers to GRP

Steinepreis Paganin Lawyers and Consultants Level 4, The Read Buildings 16 Milligan Street PERTH WA 6000

Auditor to Spring.me

Elliott House Partners Level 8 140 Arthur Street North Sydney NSW 2060

Auditor to the Company

Hall Chadwick Chartered Accountants and Business Advisers Level 40, 2 Park Street Sydney NSW 2000

2. IMPORTANT NOTICE

2.1 General

This Prospectus is dated 20 October 2014 and was lodged with the ASIC on that date. The ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No person is authorised to give information or to make any representation in connection with the Offers, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by GRP Corporation Limited (GRP) in connection with this Prospectus.

It is important that you read this Prospectus in its entirety and seek professional advice where necessary. The Securities the subject of this Prospectus should be considered highly speculative.

2.2 Exposure Period

This Prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. You should be aware that this examination may result in the identification of deficiencies in this Prospectus and, in those circumstances, any Application that has been received may need to be dealt with in accordance with section 724 of the Corporations Act. Applications for Securities under this Prospectus will not be processed by the Company until after the expiry of the Exposure Period. No preference will be conferred on Applications lodged prior to the expiry of the Exposure Period.

2.3 Re-compliance Prospectus

This Prospectus is a re-compliance prospectus for the purposes of satisfying Chapters 1 and 2 of the ASX Listing Rules and to satisfy the ASX requirements for re-admission to the Official List following a change in nature and scale of the Company's activities.

2.4 Investment Advice

This Prospectus does not provide investment advice and has been prepared without taking account of your financial objectives, financial situation or particular needs (including financial or taxation issues). You should seek professional investment advice before subscribing for Securities under this Prospectus.

2.5 Conditional Offers

The Public Offer and the Spring.me Offer are both conditional on the passing of all of the Essential Resolutions that are being put to Shareholders at the 2013 Annual General Meeting of the Company scheduled to be held on or around 22 October 2014.

In the event that Shareholders do not approve all of the Essential Resolutions at the Annual General Meeting, the Public Offer and the Spring.me Offer will not proceed and no Securities will be issued pursuant to this Prospectus. If this occurs, Applicants will be reimbursed their Application monies (without interest).

2.6 Expiry Date

No Securities may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

2.7 Forward-looking statements

This Prospectus contains forward-looking statements which are identified by words such as 'may', 'could', 'believes', 'estimates', 'targets', 'expects', or 'intends' and other similar words that involve risks and uncertainties.

These statements are based on an assessment of past and present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of GRP, its Directors, proposed Directors and management.

Although GRP believes that the expectations reflected in the forward looking statements included in this Prospectus are reasonable, none of GRP, its Directors, proposed Directors or officers, or any person named in this Prospectus, can give, or gives, any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur or that the assumptions on which those statements are based will provide to be correct or exhaustive beyond the date of its making. Investors are cautioned not to place undue reliance on these forward-looking statements.

Except to the extent required by law, GRP has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus.

The forward looking statements contained in this Prospectus are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. The key risk factors of investing in GRP are set out in Section 9 of this Prospectus.

2.8 Privacy statement

By completing and returning an Application Form, you will be providing personal information directly or indirectly to GRP, the Share Registry, the Lead Managers and other brokers involved in the Public Offer, Spring.me and related bodies corporate, agents, contractors and third party service providers of the foregoing (Collecting Parties). The Collecting Parties collect, hold and will use that information to assess your application, service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you as a Shareholder.

By submitting an Application Form, you authorise GRP to disclose any personal information contained in your Application Form (Personal Information) to the Collecting Parties where necessary, for any purpose in connection with an Offer, including processing your acceptance of an Offer and complying with applicable law, the ASX Listing Rules, the ASX Settlement Operating Rules and any requirements imposed by any Public Authority.

If you do not provide the information required in the Application Form, GRP may not be able to accept or process your acceptance of an Offer.

If the Offers are successfully completed, your Personal Information may also be used from time to time and disclosed to persons inspecting the register of Shareholders, including bidders for your securities in the context of takeovers, Public Authorities, authorised securities brokers, print service providers, mail houses and the Share Registry.

Any disclosure of Personal Information made for the above purposes will be on a confidential basis and in accordance with the Privacy Act 1988 (Cth) and all other legal requirements. If obliged to do so by law or any Public Authority, Personal Information collected from you will be passed on to third parties strictly in accordance with legal requirements. Once your Personal Information is no longer required, it will be destroyed or de-identified. As at the date of this Prospectus, GRP does not anticipate that Personal Information will be disclosed to any overseas recipient.

Subject to certain exemptions under law, you may have access to Personal Information that the Collecting Parties hold about you and seek correction of such information. Access and correction requests, and any other queries regarding this privacy statement, must be made in writing to the Share Registry at the address set out in the Corporate Directory in Section 1 of this Prospectus. A fee may be charged for access.

2.9 Web Site – Electronic Prospectus

A copy of this Prospectus can be downloaded from the website of GRP at http://www.grpcorporation.com.au. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in GRP, you must be an Australian resident and must only access this Prospectus from within Australia.

There is no facility for any of the Offers to be accepted electronically or by applying online. New Shares and Performance Stock Rights will not be issued under the electronic version of the Prospectus. The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies a complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting GRP.

GRP reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the Application Form, it was not provided together with the Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

2.10 Defined terms

Unless the contrary intention appears or the context otherwise requires, words and phrases contained in this Prospectus have the same meaning and interpretation as given in the Corporations Act and capitalised terms have the meaning given in the Glossary in Section 17 of this Prospectus.

2.11 Time

All references to time in this Prospectus are references to Australian Western Standard Time.

2.12 Photographs and Diagrams

Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person shown in them endorses the Prospectus or its contents or that the assets shown in them are owned by GRP. Diagrams used in this Prospectus are illustrative only and may not be drawn to scale.

2.13 Enquiries

If you are in any doubt as to how to deal with any of the matters raised in this Prospectus, you should consult your broker or legal, financial or other professional adviser without delay.

Should you have any questions about any of the Offers or how to accept any of the Offers, please call the Company Secretary on +61 8 6555 2950.

3. KEY DATES

Indicative timetable*

Lodgement of Prospectus with the ASIC	20 October 2014
2013AnnualGeneralMeetingtoapprovetheTransaction	22 October 2014
Exposure Period Ends	27 October 2014
Opening Date of the Offers	28 October 2014
2014 Annual General Meeting	27 November 2014
Closing Date of the Offers	28 November 2014
Completion of Spring.me Acquisition^	3 December 2014
Issue of New Shares and Performance Stock Rights	3 December 2014
Despatch of holding statements	5 December 2014
Re-quotation of Shares (including New Shares) onASX	10 December 2014

* The above dates are indicative only and may change without notice. GRP reserves the right to extend the Closing Date or close the Offers early without prior notice. GRP also reserves the right not to proceed with any of the Offers at any time before the issue of New Shares and Performance Stock Rights to Applicants.

^ The above stated date for the completion of the Spring.me Acquisition is only a good faith estimate by the Directors and may have to be extended.

4. CHAIRMAN'S LETTER

Dear Investor,

On behalf of the Directors of GRP Corporation Limited (GRP), I am pleased to present you with this opportunity to become a shareholder in GRP.

GRP is an Australian Securities Exchange (ASX) listed company based in Perth which, after deferring its energy interests and evaluating other growth alternatives, has agreed to an exciting transformational merger with Helpa Inc. (Spring.me) (Merger). After completion of the Merger, the Company will be known as "Spring Networks Limited".

Helpa Inc. was incorporated in December 2012 by Ari Klinger and Colin Fabig with the formal launch of the Spring.me social network occurring in September 2013.

Spring.me's vision is to become a leading social media network of websites and mobile applications for making friends. Spring.me, through a wholly owned subsidiary, owns the domain name "www.spring.me". Within a year of Spring.me network's formal launch (and as at September 2014), it has already achieved 5 million regular Visitors per month.

The Spring.me network is continuing to grow quickly without any paid external marketing. Spring.me's Visitors are predominately 16-35 year olds from the United States, Eastern Europe and Brazil with only a small percentage of Visitors from Australia.

Helpa Inc. (which is referred to as Spring.me throughout this Prospectus) is an unlisted public company registered in the United States of America which holds intellectual property assets, domains and an operational business underpinning its social network platform. Spring.me has a strong board and management team with specialist expertise and a proven track record of founding and managing global internet ventures based out of Australia.

Spring.me believes it can help to improve our lives, our community and our world by using technology to assist people make new friends and therefore get more out of life via Spring.me's networks. Just like dating sites are one of the new ways to date, travel sites are one of the new ways to book holidays and job sites are one of the new ways to find a new career – the Spring.me Directors hope that Spring.me and its social network of websites and mobile applications will be seen as a new way to make new friends.

Still in its infancy, right now on the Spring.me platform, Visitors from around the world can share ideas, thoughts, perspectives and opinions with strangers, followers or other Spring.me Members and in due course make new friends. In the near future, it is intended that Spring.me will be enhanced with matching algorithms based on Members' interests and values, allowing them to suggest people to meet and conversations to join to help people meet other people just like them (from around their city and around the world). Sponsors, advertisers and experts will have the opportunity to leverage the network and connect with potential customers based on their actions, interests or purchase intent.

Importantly, as part of the Merger, the expertise of the Spring.me Board and management team will be retained with Colin Fabig, Ari Klinger, and Roger Harley to join the board of GRP upon completion of the Merger. We believe this will provide the Merged Group with an exceptional team able to deliver strong value for Shareholders.

There are risks involved with an investment in the Company and I strongly recommend you to consider the risk factors described below in this Prospectus before deciding whether to apply for Securities and to consult your professional advisers before deciding whether to apply for Securities.

A successful completion of the Merger will result in a material change in the nature and scale of GRP's activities. The purpose of this Prospectus is to ensure that GRP is able to re-comply with Chapters 1 and 2 of the ASX Listing Rules and to provide the Company with funding to pursue its strategy to grow its business and to grow the Spring.me social media network of websites and apps. Under this Prospectus, GRP is seeking to raise up to $5 million by the issue of, on a post-Consolidation basis, 25 million fully paid ordinary shares in the capital of GRP (New Shares) at an issue price of $0.20 per New Share (Public Offer). Oversubscriptions of up to a further 5 million New Shares at an issue price of $0.20 per New Share to raise up to a further $1 million may be accepted under the Public Offer.

The Prospectus is also for the offer of Securities to Spring.me Shareholders in consideration for the acquisition by the Company of their securities in Spring.me. This is the "Spring.me Offer". As announced on 29 April 2014, the Company has conditionally agreed to acquire 100% of the issued share capital and performance stock rights of Spring.me from the Spring.me Shareholders.

This Prospectus contains detailed information about GRP, Spring.me, the Public Offer, the Spring.me Offer, the Merger and associated transactions, as well as the risks of investing in the Company, and I encourage you to read it carefully.

On behalf of the board of GRP, I commend this investment opportunity to you and look forward to welcoming you as a fellow shareholder of the Company.

Yours sincerely

Mark Rowbottam Non-Executive Chairman

5. INVESTMENT OVERVIEW

This Section is a summary only and is not intended to provide full information for investors intending to apply for Securities offered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety.

Item	Summary	Furtherinformation
A.Company
Who is theissuer of thisProspectus?	GRP Corporation Limited ACN 096 781 716 (ASXCode: GRP).
Who is GRP?	GRP listed on the ASX on 19 March 2003 as adiversified financials company with exposure tothe provision and management of financefacilities to various property and infrastructuredevelopments.GRP (formerly Great Pacific Capital Limited)entered into a Deed of Company Arrangementin late 2010 to settle debts with creditors andemerged from external administration.Sincethen,ithasraisedcapitaltopursuetwoseparatetransactions,thefirstwithCadyEnergy Pty Ltd, which held rights to the HangingWoman coal methane project in Wyoming,USA.The second was with European EnergyLimited, which held rights to a number of oiland gas projects in the Czech Republic andSlovakia.Neither of these transactions wascompleted. For the past twelve months, GRPhasbeenevaluatingalternativecorporateopportunities, both in Australia and overseas,which have the potential to deliver strongfuture growth for Shareholders.On 29 April 2014, GRP announced its intentionto merge with Spring.me, an unlisted publiccompany registered in the United States ofAmericawhichholdsvariousintellectualproperty interests pertaining to social mediaassets and an operating social media network(Spring.me Acquisition).Following successful completion of the Merger,GRP intends to focus on becoming a leader inthe high growth social media industry.GRP proposes to change its name to "SpringNetworks Limited", which will be better suited toits new direction.	Section8.1.1
Who isSpring.me?	Spring.mewasincorporatedintheUnitedStates of America as Helpa Inc. in December2012.	Section 8

Item	Summary	Furtherinformation
	Helpa Inc. is an unlisted public company whichholds intellectual property assets, domains andan operational business underpinning its socialnetwork platform Spring.me. Spring.me has astrong board and management team withspecialist expertise and a proven track record.
B.	Business Model
How will theMergedGroupgenerateincome?	The Merged Group will most likely not generateanyincomeinthe24monthsfollowingcompletion of the Merger.It is expected that once the Merged Group hasachieved approximately 15 million regular weband mobileVisitors,itwillstartgeneratingrevenue from online advertising and premiumservices.	Section 8.1
What are thekey businessstrategies ofthe MergedGroup?	The Merged Group's key business strategies willbe to:•grow the number of Visitors over timeand to convert them into Members;•to grow the Spring.me social medianetwork of websites and apps;•launch additional apps or websites; and•pursue strategic acquisitions that assistthe group in achieving its goals.	Section 8.1
What are thekeydependenciesof the MergedGroup'sbusinessmodel	The key factors that the Merged Group willdepend on to meet its objectives are:•Spring.me's social network of websites andapps continues to grow organically in Visitornumbers and Member engagement;•Spring.me is able to continue to launch,manage or buy databases, websites andapps that grow Spring.me's Member base,Visitors and engagement through existingand new channels to market; and•Spring.me is able to monetise the socialnetwork of websites and apps when itachieves critical mass through advertisingand paid premium services.	Section 8.2
C.Key Risks
What are thekey risks of aninvestment inGRP	Consumers: Spring.me's business model is builtaround attracting, retaining, and increasing theengagement levels of Users and Members on itsplatforms.WhilethenumberandlevelofSpring.me's Visitors has risen since the date the	Section 9

Item	Summary	Furtherinformation
	platform was launched (in July 2013 in beta), ifSpring.me was unable to sustain this trend, forwhatever reason, the Merged Group's businesswould likely be severely affected. There can beno guarantee that new or existing Users willcontinue to interact with the product in thesame way and that the Merged Group will notexperience an erosion of its active User base.
	A range of factors may impact User growth,retention and engagement including, but notlimitedtoissuessurroundingproductdevelopment and popularity of new features,experience of the platform across multipleweb, mobile and other channels, the numberandplacementofadvertisements,publicrelations and branding issues, public and Userconcerns related to privacy, data sharing,safety and security, the nature and interest incontentthatUsersgenerateandthatSpring.me's algorithms promote, the timely anduninterrupteddeliveryofservicesandinformation technology systems that underpinthem, the quality of customer service Usersreceive and the broader economic, social andregulatoryenvironmentinwhichSpring.meoperates.
	Decline in Internet, Social Media or MobileUsage: The Internet, social media and mobileplatforms (like Apple's iOS or Google's Android)are subject to factors that are outside thecontrol of the Merged Group. These factorsinclude the general market outlook for Internet,social media and mobile usage. If growth inany of these markets slows down, or if thesemarkets contract, the Merged Group may beunable to meet its business objectives.
	Valuation: Spring.me has been careful not toissue specific forecasts of its future valuations.WhileSpring.measpirestoachievefuturevaluationscomparablewithotherleadingsocial media companies, and has intentionsand plans that it believes are consistent withpursuing that aim, there can be no guaranteethat the number of Spring.me's Visitors or activeMembers,therevenuederivedfromeachVisitor or Member, or the value placed on eachof its Visitors or Members will approach thedesired levels.If Spring.me is unable to reach a critical mass of

Item	Summary	Furtherinformation
	User audience, if it is unable to enhance Visitorand Member engagement, if it is unable togenerate meaningful revenue from those Users,if it is unable to collect the desired informationabout its User's backgrounds, interests, activitiesandpurchasingintent,orifitsunderlyingcalculations about the value of that informationtoadvertisersprovesincorrect,itsfuturevaluationsmaybesignificantlylessthanSpring.me or its investors had anticipated.
	Business Model Focussing in Growing MarketShare:Aswithmanyothersocialmedianetworks in their early stages of development,Spring.me's business plan is initially targeted atgrowing market share and Users, rather thanrevenue or profitability. Only once Spring.mehas achieved critical mass will it shift focus toraising revenue and later profits. This strategyrequiressignificantcapitaloutlaysonmarketing, product and business developmentin the initial stages and involves the risk that, ifitsgrowthormonetizationisunsuccessful,contributors may not recover their investment.
	Capital and Funding Requirements: Given itsinitial focus on growing market share, Spring.mehas negative operating cashflow. In fact, itdoes not currently have any revenue. It isintended that the Public Offer will provide for itsexpenses in the immediate term. However,dependingonhowsuccessfullySpring.metimesandexecutesitmonetizationanddepending on the opportunities that arise forbusiness development, Spring.me may requirefurther resources to achieve its aims goingforward. Beyond its regular operating expenses,additionalfundingmayalsobedeemednecessary to take advantage of acquisition,promotional or other business opportunities.These funds may come in the form of furtherinvestments or loans.
	While Spring.me believes that it represents anexciting and attractive investment opportunity,it may not be able to secure funding onacceptable terms. Its ability to raise furthercapital and the terms on which it does so maydepend on macro-economic conditions, theperformance of Spring.me and of the broadersocial media industry at the time, and the risksassociated with the intended use of the funds.If Spring.me is unable to access these funds, oris unable to do so on acceptable terms, this

Item	Summary	Furtherinformation
	could adversely affect Spring.me's position.Competition: Spring.me's market position andcustomer relationships may be affected bycompetitors.Thereisrealandsignificantcompetition in the social networking market.AlthoughSpring.mewillundertakeallreasonableduediligenceinitsbusinessdecisionsandoperations,itwillhavenoinfluenceorcontrolovertheactivitiesoractions of its competitors, which activities oractions may, positively or negatively, affect theoperating and financial performance of theprojects and business of the Merged Group.Spring.mebelievesthatitprovidesanengaging and differentiated offering and thatithasacompetitiveplanforgrowth.Nevertheless, there are a number of othersocial media companies that offer broadlysimilar services to Spring.me. There is also thepotential for the size and character of thatcompetitiontochange.Spring.mewillbecompeting against these companies for Users,Members and revenue. If it is unsuccessful indoing so, there will likely be a real material
	adverse impact on the Merged Group as aresult.Morebroadly,thedigitalmarketingenvironmentisfiercelycompetitive.Socialmedia networks can provide advertisers withhighly valuable consumer information and, inrecenttimes,manysuchnetworkshavegeneratedhighlyprofitableadvertisingrevenues.However,therecanbenoguarantee that advertisers will continue toallocateresourcestowardssocialnetworksinstead of other medias they deem moreattractive. There can also be no guaranteethatSpring.me'splanswillsuccessfullydifferentiate it in the adverting marketplace.An investment in GRP should be consideredhighly speculative. Further risk factors affectingthe Merged Group are set out in Section 9.
D.	Directors and Key Management Personnel
Directors	After successful completion of the Transaction,the directors of the Company will be:•Mr Colin Fabig (Executive Chairman)	Sections8.1.4 and10

Item	Summary	Furtherinformation
	•Mr Ari Klinger (Managing Director)
	•Mr Roger Harley (Non-Executive Director)
	The profiles of each of these individuals are setout in Section 10.1. Details of the personalinterests of each of the above individuals arealso set out in Section 10.1.
Keymanagementpersonnel	After successful completion of the Transaction,it is proposed that Mr Colin Fabig will beappointedasExecutiveChairman,MrAriKlinger will be appointed as Managing DirectorandMrAndrewBursillastheCompanySecretary of the Merged Group.	Sections 10and 14
	The profiles of each of these individuals are setout in Section 10. A summary of the materialterms and conditions of Mr Fabig's, Mr Klinger'sand Mr Bursill's proposed employment with theMerged Group is set out in Section 14.
E.	Financial Information
How haveGRP andSpring.meperformedover the past12 months?	The audited statements of financial position ofeach of GRP and Spring.me as at 30 June 2014are set out in the Investigating Accountant'sReport in Section 11.	Sections8.3.1, 11and 12
What is thefinancialoutlook for theMergedGroup?	The operations of GRP and Spring.me areinherently uncertain. As such, the Directorsbelieve that they do not have a reasonablebasis to forecast future earnings.	Section8.3.2
Does theMergedGroup havesufficientfunds for itsactivities?	The funding for GRP's short to medium termactivities will be generated from money raisedunder the Public Offer.	Section 7.4
How hasSpring.mehistoricallyperformed?	Historically, Spring.me has generated significantlosses because it has been in the developmentphase of its business life cycle. It is anticipatedthat Spring.me will continue to have significantexpenditure on development moving forward.While the Company is not in a position to makeany forecasts in relation to revenue or net profitdue to the inherent uncertain nature of theseitems, a medium term goal of the Company isto deliver net profits on an annual basis.Theability to achieve this goal is subject to a

Item	Summary	Furtherinformation
	number of risks and these are highlighted inSection 9 of this Prospectus.
	Please refer to the financial information in theInvestigating Accountant's Report in Section 11for further information.
F.Offers
What is beingoffered andwho is entitledtoparticipate?	Public OfferGRP is inviting applications under the PublicOffer for up to 25 million New Shares at an issueprice of $0.20 per New Share, to raise up to $5million with a $3 million minimum subscriptioncondition. Oversubscriptions of up to a further 5million New Shares at an issue price of $0.20 perNew Share to raise up to a further $1 millionmay be accepted.The Public Offer is not underwritten.OnlyresidentsofAustralia,NewZealand,Germany, Singapore and Hong Kong mayparticipate in the Public Offer.Spring.me OfferThis Prospectus also contains a specific offer ofNew Shares and Performance Stock Rights inwhich only Spring.me Shareholders (or theirrespective nominees) are eligible to participatein consideration for the acquisition by theCompany of their securities in Spring.me. Youshould not complete an acceptance form inrelationtotheSpring.meOfferunlessspecificallydirectedtodosobyGRPorSpring.me.	Sections 7.1and 7.10
What willGRP's capitalstructure looklike aftercompletion ofthe Offers andtheTransaction	As at the date of this Prospectus, GRP has18,761,095 Shares on issue, which is equivalentto 3,752,219 Shares on a post-Consolidationbasis.FollowingcompletionoftheOffers,theCompany is expected to have a maximum of122,772,292 Shares on issue and 40 millionPerformanceStockRightsonapostConsolidation basis (assuming $5 million is raisedunder the Public Offer and 100% acceptanceof the Spring.me Offer).
Will I beguaranteed aminimumallocationunder the	No, the Company is not in a position toguarantee a minimum application of NewShares under the Public Offer.Spring.meShareholdersandexistingGRPShareholders will be given preference in the	Section7.7.2

Item	Summary	Furtherinformation
Public Offer?	allocation of New Shares under the PublicOffer.
What are theterms of theSecuritiesoffered underthe Offers?	A summary of the material rights and liabilitiesattaching to the New Shares offered under theOffers is set out in Section 15.2.The terms of the Performance Stock Rights to beissued under the Spring.me Offer are set out in16.3.	Sections15.2 and16.3
Will anySecurities besubject toescrow?	No New Shares issued pursuant to the PublicOffer will be subject to any escrow requirementby the ASX.However, all or a proportion of the New Sharesissued to Spring.me Shareholders under theSpring.me Offer may be required by ASX to berestricted from trading for a period of up to 24months after the date of re-admission of GRP tothe ASX, depending on the cash paid for theirSpring.me securities and whether or not therecipient is a related party or promoter of GRP.Further, on acceptance of the Spring.me Offerandunderthetermsofthesame,eachSpring.me Shareholder (independent of anyASX escrow requirements), agreed to a holdinglock being placed on their GRP Securities asfollows:•a restriction on trading for a period of 12months for 25% of the GRP Securities; and•a restriction of trading period of 24 monthsfor 75% of the GRP Securities.
Will Securitiesbe quoted?	Application for quotation of all New Sharesissued under the Offers will be made to ASX nolaterthan7daysafterthedateofthisProspectus.The Performance Stock Rights offered under theSpring.me Offer will not be quoted.	Section 7.8
What are thekey dates ofthe Offers?	The key dates of the Offer are set out in theindicative timetable in Section 3.	Section 3
What is theminimuminvestmentsize under thePublic Offer?	Applications under the Public Offer must be fora minimum of $2,000 worth of New Shares(10,000 New Shares) and thereafter, in multiplesof $1,000 worth of New Shares (5,000 NewShares).	Section7.1.1(b)
Are there anyconditions to	TheOffersareinter-conditionalonthesuccessful completion of each other part of the	Sections7.2, 6.1, 6.2

Item	Summary	Furtherinformation
the Offer?	Transaction, including:	and 6.3
	•theSpring.meAcquisitionbecomingorbeing declared unconditional;
	•ShareholderapprovalofallEssentialResolutionsrequiredtoimplementtheTransaction; and
	•ASX conditional approval to re-admit GRPShares to Official Quotation.
	If any of these conditions are not satisfied, theTransaction(includingtheOffers)willnotproceed.
G.	Use of proceeds
How will the	The Public Offer proceeds will be used for:	Sections 7.4
proceeds of	•expenses of the Offers;	and 15.8
the PublicOffer beused?	•operating expenses and working capital(including potential acquisitions);
	•technology and development; and
	•global marketing activities.
H.	Additional information
Is there anybrokerage,commission orstamp dutypayable byapplicants?	No brokerage, commission or stamp duty ispayable by Applicants on the acquisition ofSecurities under the Offers.
What are thetaximplications ofinvesting in	Shareholders may be subject to Australian taxon dividends and possibly capital gains tax ona future disposal of Securities subscribed forunder this Prospectus.	Section 7.5
Securities?	The tax consequences of any investment inSecuritieswilldependuponaninvestor'sparticular circumstances.Applicants shouldobtain their own tax advice prior to decidingwhethertosubscribeforSecuritiesofferedunder this Prospectus.
Where can Ifind moreinformation?	•By speaking to your sharebroker, solicitor,accountantorotherindependentprofessional adviser•By reviewing GRP's public announcements,

Item	Summary	Furtherinformation
	•ByvisitingGRP'swebsiteathttp://www.grpcorporation.com.au
	•By contacting the Company Secretary on+61 8 6555 2950
	•By contacting the Share Registry on 1300554 474 or +61 1300 554 474

6. TRANSACTION OVERVIEW

6.1 The Spring.me Acquisition

On 29 April 2014, GRP announced it had agreed to acquire the entire issued share capital and performance stock rights of unlisted USA public company, Helpa Inc. owner of the Spring.me social media network of websites and apps, which holds a technology portfolio consisting of its various intellectual property interests pertaining to websites, apps, software and domains.

The Spring.me Acquisition is proposed to be effected by means of an all scrip offer by the Company to acquire all of Spring.me's fully paid ordinary shares (Spring.me Shares) and performance stock rights (Spring.me Performance Stock Rights) on the basis of 2.72 New Shares for every 1 Spring.me Share held (on a post-Consolidation basis, as defined below), 2.72 First Performance Stock Rights for each First Spring.me Performance Stock Right held and 2.72 Second Performance Stock Rights for each Second Spring.me Performance Stock Right held (Spring.me Offer). This equates to a total consideration of $20 million.

Refer to Section 14.1 for a summary of the Heads of Agreement between the Company and Spring.me in respect of the Spring.me Acquisition (HOA). Separate offers under the HoA have already been made by the Company to each Spring.me Shareholder and Spring.me Rightholder and have been accepted by 100% of Spring.me Shareholders and Spring.me Rightholders.

The valuation and number of New Shares and Performance Stock Rights to be issued in consideration for the acquisition of Spring.me was determined through arm's length negotiations between the existing Directors of the Company at the date of this Prospectus and the Spring.me Board. In determining the purchase price for Spring.me, the existing Directors of the Company at the date of this Prospectus took into account the following considerations:

• (a) the last prices at which Spring.me raised equity funding from third party investors;
• (b) Spring.me's future prospects based on the status of its technology portfolio and interest from third parties; and
• (c) representations from the Spring.me Board as to the price at which an offer for Spring.me would be likely to succeed.

As with the acquisition of any business or asset that does not have a meaningful track record of revenue and profitability, there is not always a good valuation methodology available when determining the purchase price and the existing Directors were required to take into account qualitative factors such as those set out above in coming to a decision on price.

No formal valuation process in respect of Spring.me was undertaken through the engagement of independent advisers.

Completion of the Spring.me Offer is subject to a number of conditions, including the following which may only be waived by the party in favour of whom the condition is given or by both parties by mutual agreement:

(a) Spring.me Shareholders holding at least 90% of the Spring.me Shares accepting the Spring.me Offer;

• (b) Shareholders having approved all of the Essential Resolutions at the 2013 Annual General Meeting of GRP to be held on 22 October 2014, including the significant change in the nature and scale of GRP's activities that will result from the completion of the Spring.me Offer – see Section 6.3 below for further details;
• (c) satisfaction of all conditions precedent to the HOA;
• (d) the Public Offer under this Prospectus having closed and GRP having received Valid Applications of no less than $3.0 million under the Public Offer; and
• (e) GRP having received written confirmation from ASX that GRP will be readmitted to the Official List and that suspension of GRP Shares from Official Quotation will be lifted (subject to such conditions as may be prescribed by ASX, if any) – see Section 6.2 below for further details.

Refer to Section 7.2 of this Prospectus for further details of the conditions attaching to the Spring.me Acquisition and to Section 14.1 for further details of the conditions precedent contained in the HOA.

6.2 Suspension and Re-admission to ASX

As GRP is currently a diversified financials company, the merger with Spring.me, if successfully completed, will represent a significant change in the nature and scale of GRP's operations to a social media company.

ASX has indicated that this change in the nature and scale of GRP's activities will require:

• (a) the approval of Shareholders; and
• (b) the Company to re-comply with the admission requirements set out in Chapters 1 and 2 of the ASX Listing Rules.

GRP's Shares are currently suspended and will remain suspended if Shareholder approval to the change in nature and scale of GRP's activities as a result of the Transaction is obtained during the 2013 Annual General Meeting, along with the passing of each other Essential Resolution (see Section 6.3 below for further details). GRP's Shares will not be reinstated to Official Quotation until GRP has recomplied with Chapters 1 and 2 of the ASX Listing Rules and is re-admitted by ASX to the Official List.

Some of the key requirements of Chapters 1 and 2 of the Listing Rules are:

• (a) the Company must satisfy the shareholder spread requirements relating to the minimum number of Shareholders and the minimum value of the Shareholdings of those Shareholders;
• (b) the Company must satisfy the "assets test" as set out in Listing Rule 1.3; and
• (c) the issue price of Shares must be at least 20 cents and the exercise price of Options must be at least 20 cents.

It is expected that the conduct of the Public Offer pursuant to this Prospectus and the implementation of a 1:5 consolidation of all Shares immediately after the 2013 Annual General Meeting (subject to applicable Shareholder approval – see Section 6.3 below) will enable the Company to satisfy the above requirements.

Applicants should be aware that ASX will not re-admit or admit any New Shares to Official Quotation until GRP re-complies with Chapters 1 and 2 of the Listing Rules and is re-admitted by ASX to the Official List.

In the event that GRP does not receive conditional approval for re-admission to the Official List, the Spring.me Offer will be withdrawn and GRP will not proceed with the Public Offer and will repay all Application monies received by it in connection with this Prospectus (without interest).

If Shareholder approval to the change in nature and scale of GRP's activities is not obtained, GRP's Shares will remain suspended from trading.

6.3 Shareholder Approval of Essential Resolutions

GRP intends to convene its 2013 Annual General Meeting on 22 October 2014 for the purpose of, among other purposes, seeking the approval by Shareholders to a number of Resolutions required to implement the Transaction.

It is a condition of completion of the Offers under this Prospectus, as well as the Spring.me Acquisition, that each of the following Resolutions is approved by Shareholders:

• (a) the significant change of the nature and scale of GRP's activities as a result of the successful completion of the Spring.me Acquisition;
• (b) the issue of up to 30 million New Shares pursuant to the Public Offer;
• (c) the issue of up to 60 million New Shares, 20 million First Performance Stock Rights and 20 million Second Performance Stock Rights to Spring.me Shareholders as consideration for the acquisition by GRP of their securities in Spring.me;
• (d) the issue of a new class of share capital in GRP, being the First Performance Stock Rights and the Second Performance Stock Rights;
• (e) the issue of up to 6,000,000 Shares to facilitators of the Spring.me Acquisition;
• (f) the consolidation of all existing GRP Shares on a 5 to 1 basis (with fractional entitlements rounded down to the nearest whole number) after the 2013 Annual General Meeting in accordance with the ASXprescribed timetable; and
• (g) the appointment of each of Ari Klinger, Colin Fabig and Roger Harley of Spring.me to the Board,

(each, an Essential Resolution).

If any of the Essential Resolutions are not approved by Shareholders, all of the Resolutions (including all Essential Resolutions) will fail and the Transaction (including the Offers under this Prospectus – see Section 7.2 below for further details) will not be completed.

6.4 Change of Name

It is proposed that the Company will change its name to 'Spring Networks Limited' on completion on the Spring.me Acquisition, which in GRP's opinion will be better suited to the Company's new direction. An overview of the Company's business model after successful completion of the Transaction is set out in Section 8.1.

7. DETAILS OF THE OFFERS

7.1 Offers

7.1.1 Public Offer

GRP is inviting applications under the Public Offer for up to 25,000,000 New Shares at an issue price of $0.20 per New Share to raise up to $5,000,000. The Company may accept oversubscriptions of up to a further $1,000,000 through the issue of up to a further 5,000,000 New Shares at an issue price of $0.20 each under the Public Offer. The maximum amount which may be raised under the Public Offer is therefore $6,000,000.

All New Shares issued under this Prospectus will be fully paid and will rank equally with all other Shares then currently on issue. A high-level summary of the material rights and liabilities attaching to Shares (including the New Shares) is set out in Section 15.2.

The Company is seeking Shareholder approval at the Annual General Meeting for a consolidation of its capital on a 5 to 1 basis (see Section 6.3 for further details) (Consolidation). Assuming that approval is given, all New Shares issued pursuant to the Public Offer will be issued on a post-Consolidation basis.

(a) Minimum subscription

The Public Offer is subject to a minimum subscription of 15,000,000 New Shares at an issue price of $0.20 per New Share to raise $3,000,000 (Minimum Subscription).

If the Minimum Subscription has not been raised within 4 months after the date of this Prospectus, GRP will not issue any Securities and will repay all Application monies for the Shares within the timeframe prescribed under the Corporations Act, without interest.

Please note the Public Offer is conditional (amongst other things) on the Spring.me Acquisition being approved by Shareholders and becoming unconditional (see Section 7.2 below for more details) which includes that at least $3,000,000 million is raised under the Public Offer.

The Public Offer is not underwritten.

(b) Minimum application amount

Applications under the Public Offer must be for a minimum of $2,000 worth of New Shares (10,000 New Shares) and thereafter, in multiples of $1,000 worth of New Shares (5,000 New Shares).

(c) Eligible participants

To participate in the Public Offer, you must be a resident of Australia, New Zealand, Singapore, Germany or Hong Kong. See Section 7.10 for further details.

(d) Quotation and trading

Application for quotation of all New Shares issued under the Public Offer will be made to ASX no later than 7 days after the date of this Prospectus. See Section 7.8 for further details.

No New Share issued pursuant to the Public Offer will be subject to any escrow requirement by the ASX.

7.1.2 Spring.me Offer

The Spring.me Offer consists of an offer to all of the Spring.me Shareholders to acquire all of their Spring.me Shares and performance stock rights of on the basis of 2.72 New Shares for every 1 Spring.me Share held on a post-Consolidation basis, 2.72 First Performance Stock Rights for each First Spring.me Performance Stock Right held and 2.72 Second Performance Stock Rights for each Second Spring.me Performance Stock Right held. Accordingly, Spring.me Shareholders will be entitled to apply for their Securities under the Spring.me Offer for nil cash consideration.

Only Spring.me Shareholders may accept the Spring.me Offer.

Securities subscribed for pursuant to the Spring.me Offer will only be placed to Spring.me Shareholders. A personalised Application Form in relation to the Spring.me Offer will be issued to each Spring.me Shareholder together with a copy of this Prospectus.

7.2 Conditional Offers

Completion of the Offers is conditional upon:

• (a) Completion of the Spring.me Acquisition by GRP and the Spring.me Offer becoming unconditional (see Sections 6.1 and 14.1);
• (b) Shareholder approval of all Essential Resolutions at the 2013 Annual General Meeting of GRP to be held on 22 October 2014 (see Section 6.3); and
• (c) ASX confirming that it will re-admit GRP to the Official List and terminate the suspension from Official Quotation of Shares, subject to such terms and conditions (if any) as are prescribed by ASX or the ASX Listing Rules (see Section 6.2),

(collectively, Conditions).

Accordingly, the Offers under this Prospectus are effectively inter-conditional on the successful completion of each other part of the Transaction.

In the event that the Conditions are not satisfied, the Offers will not proceed and no Securities will be issued pursuant to this Prospectus. If this occurs, Applicants will be reimbursed their Application monies (without interest).

7.3 Purpose of the Offers and the Prospectus

The primary purpose of the Public Offer under this Prospectus is to enable the Company, after completion of the merger with Spring.me, to raise funds to further develop the Spring.me social media network across other platforms and applications, market the Spring.me social media network of websites and apps and build its User base.

GRP is aiming to apply the funds raised under the Public Offer in the manner detailed in Section 7.4. The Board believes that the funds raised from the Public Offer, combined with existing funds will provide the Company with sufficient working capital at anticipated expenditure levels to achieve the objectives as shown in the table in that Section.

This Prospectus has also been issued to:

• (a) assist GRP to meet the re-admission requirements of ASX under Chapters 1 and 2 of the ASX Listing Rules (e.g. Shareholder spread) (see Section 6.2);
• (b) enable GRP to offer the Securities to Spring.me Shareholders in consideration for the acquisition by the Company of their securities in Spring.me; and
• (c) remove the need for an additional disclosure document to be issued upon the sale of any New Shares that are to be issued under the Offers by retail investors.

7.4 Use of Funds

The Merged Group intends to apply funds raised from the Public Offer, together with existing cash reserves, in the next two years following re-admission to the Official List of the ASX (for the purpose of satisfying ASX's requirements for relisting following a significant change to the nature and scale of the Company's activities) as follows:

	$3,000,000MinimumSubscriptionunderPublic Offer($)	Percentageof Funds	$5,000,000FullSubscriptionunderPublic Offer($)	Percentageof Funds	$6,000,000Full Oversubscriptionunder PublicOffer ($)	Percentageof Funds
Existing cashreserves1	$1,085,550	26.6%	$1, 085,550	17.8%	$1, 085,550	15.3%
Funds raisedfrom thePublic Offer	$3,000,000	73.4%	$5,000,000	82.2%	$6,000,000	84.7%
Total	$4,085,550	100%	$6,085,550	100%	$7,085,550	100%
Expenses ofthe Offers 2	$478,356	11.7%	$600,481	9.9%	$661,397	9.3%
Marketing	$475,026	11.6%	$1,666,361	27.4%	$2,207,421	31.2%
Operations3	$1,425,350	34.9%	$1,334,292	21.9%	$1,285,606	18.1%
Technology &Development	$1,452,227	35.6%	$1,891,417	31.1%	$2,208,717	31.2%
UnallocatedWorking Cap4	$254,591	6.2%	$592,999	9.7%	$722,409	10.2%
Total	$4,085,550	100%	$6,085,550	100%	$7,085,550	100%

Notes:

• 1 Approximate cash on hand as at the date of this Prospectus.
• 2 Refer to Section 15.8 of this Prospectus for further details.
• 3 Such amount includes, but is not limited, to amounts allocated to salaries, management consultancy fees, rent and other general overheads.
• 4 Although it is the present intention of the Company that future acquisitions by the Company will primarily be funded by the issue of Securities in the Company, the funds allocated to working capital in the table above may be used for such acquisitions.

In the event the Company raises more than the minimum subscription of $3,000,000 but less than the full subscription of $5,000,000, the additional funds raised are intended to be first applied towards expenses of the Offers, then to technology and product development, then to marketing and lastly toward operating expenses and working capital of the Company.

In the event the Company raises more than the full subscription of $5,000,000 but less than full oversubscriptions of $6,000,000, the additional funds raised are intended to be first applied towards expenses of the Offer, then towards marketing, then to technology and product development and lastly toward operating expenses and working capital of the Company.

The above table is a statement of current intentions as of the date of lodgement of this Prospectus with the ASIC. As with any budget, intervening events and new circumstances have the potential to affect the ultimate way funds will be applied. The Board reserves the right to alter the way funds are applied on this basis.

Actual expenditure may differ significantly from the above estimates due to a change in market conditions, the development of new opportunities and other factors (including the risk factors outlined in Section 9).

7.5 Taxation

The acquisition and disposal of Securities will have tax consequences, which will differ depending on the individual financial affairs of each investor.

It is not possible to provide a comprehensive summary of the possible taxation positions of all potential applicants. As such, all potential investors in GRP are urged to obtain independent financial advice about the consequences of acquiring Securities from a taxation viewpoint and generally.

To the maximum extent permitted by law, GRP, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Securities under this Prospectus.

7.6 Applications

Applications for Securities under the Offers must be made using the relevant Application Form. A personalised Application Form in relation to the Spring.me Offer will be issued to each Spring.me Shareholder together with a copy of this Prospectus.

By completing an Application Form, you will be taken to have declared that all details and statements made by you are complete and accurate and that you have received personally the Application Form together with a complete and unaltered copy of the Prospectus.

Completed Application Forms and accompanying cheques (for the Public Offer only), made payable to "GRP Corporation Limited" and crossed "Not Negotiable", must be mailed or delivered to the address set out on the Application Form, with sufficient time to be received by or on behalf of the Company by no later than 5.00pm (WST) on the Closing Date, which is currently scheduled to occur on 28 November 2014.

Applications under the Public Offer must be accompanied by payment in full in Australian currency.

GRP reserves the right to close the Offers early.

If you require assistance in completing an Application Form, please contact the Company Secretary on +61 8 6555 2950.

7.7 Issue of Securities and Allocation Policy

7.7.1 General

Subject to the Minimum Subscription being achieved and the satisfaction of each of the conditions to the Offers (see Section 7.2), the issue of Securities offered by this Prospectus will take place as soon as practicable after the Closing Date.

7.7.2 Public Offer

The allocation of New Shares under the Public Offer will be determined by the Board in consultation with DJ Carmichael Pty Limited and BBY Limited as Joint Lead Managers to the Public Offer and the Proposed Directors, and otherwise in its absolute discretion.

There is no guaranteed allocation of New Shares under the Public Offer.

The Board intends to give preference to Spring.me Shareholders (particularly those who would hold an unmarketable parcel of New Shares as a result of the Spring.me Offer) and existing GRP Shareholders in the allocation of New Shares under the Public Offer, on an equitable basis as between themselves and subject to the requirements of institutional investors and the ASX's minimum Shareholder spread requirement (see Section 6.2).

The Board, in consultation with DJ Carmichael Pty Limited and BBY Limited and the Proposed Directors, reserves the right to reject any Application or to allocate any Applicant fewer Shares than the number applied for. Where the number of Shares issued is less than the number applied for, or where no issue is made, surplus Application monies will be refunded (without interest) to the Applicant as soon as practicable after the Closing Date.

The Company's decision on the number of New Shares to be allocated to an Applicant will be final.

7.7.3 Spring.me Offer

The Spring.me Offer is a specific offer made to Spring.me Shareholders. As such, Securities offered under the Spring.me Offer will be allocated and issued to those Spring.me Shareholders (or their respective nominees) only.

Subject to receiving necessary Shareholder approvals for the issue of Securities under the Spring.me Offer, as well as the Essential Resolutions at the 2013 Annual General Meeting, allocations under the Spring.me Offer to Spring.me Shareholders (or their respective nominees) are guaranteed.

7.7.4 Defects in Applications

If an Application Form is not completed correctly or if the accompanying payment is the wrong amount, the Company may, in its discretion, still treat the Application Form to be valid. The Company's decision to treat an Application as valid, or how to construe, amend or complete it, will be final.

7.7.5 Interest

Pending the issue of the Securities or payment of refunds pursuant to this Prospectus, all application monies will be held by GRP in trust for Applicants in a separate bank account as required by the Corporations Act. GRP, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.

7.8 Quotation of Securities

GRP will apply for Official Quotation of all New Shares issued under this Prospectus within 7 days after the date of this Prospectus. However, Applicants should be aware that ASX will not commence Official Quotation of any Shares until GRP has re-complied with Chapters 1 and 2 of the ASX Listing Rules and has received the approval of ASX to be re-admitted to the Official List (see Section 6.2). As such, the New Shares may not be able to be traded for some time after the close of the Offers.

If the New Shares are not admitted to Official Quotation by ASX before the expiration of 3 months after the date of this Prospectus, or such period as varied by the ASIC, or if ASX otherwise rejects GRP's application for re-admission to the Official List (see Section 6.2), GRP will not issue any Securities and will repay all Application monies for the New Shares within the time prescribed under the Corporations Act, without interest. In those circumstances, the Spring.me Offer will be withdrawn and GRP will not proceed with the Transaction.

The fact that ASX may grant Official Quotation to the New Shares is not to be taken in any way as an indication of the merits of GRP or the Securities now offered for subscription.

The Company will not apply for Official Quotation of the Performance Stock Rights offered under the Spring.me Offer.

7.9 Clearing House Electronic Sub-Register System and Issuer Sponsorship

GRP participates in the Clearing House Electronic Sub-register System (CHESS). ASX Settlement Pty Ltd, a wholly owned subsidiary of ASX, operates CHESS. Investors who do not wish to participate through CHESS will be issuer sponsored by GRP.

Electronic sub-registers mean that GRP will not be issuing certificates to investors. Instead, investors will be provided with holding statements (similar to a bank account statement) that set out the number of Securities issued to them under this Prospectus. The holding statements will also advise holders of their Holder Identification Number (if the holder is broker sponsored) or Security Holder Reference Number (if the holder is issuer sponsored) and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Electronic sub-registers also mean ownership of Securities can be transferred without having to rely upon paper documentation. Further, monthly statements will be provided to holders if there have been any changes in their security holding in GRP during the preceding month. Securityholders may request a holding statement at any other time, however a charge may be made for such additional statements.

7.10 Applicants outside Australia

This Prospectus does not, and is not intended to, constitute an offer of, or invitation to apply for, Securities in any place or jurisdiction, or to any person to whom, it would not be lawful to make such an offer or invitation. The distribution of this Prospectus in jurisdictions outside Australia, New Zealand, Germany, Singapore and Hong Kong may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

No action has been taken to register or qualify the Securities or otherwise permit a public offering of the Securities the subject of this Prospectus in any jurisdiction outside Australia, New Zealand, Germany, Singapore and Hong Kong. Applicants who are resident in countries other than Australia, New Zealand, Germany, Singapore or Hong Kong should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed in order to accept any of the Offers.

If you are outside Australia, New Zealand, Germany, Singapore or Hong Kong, it is your responsibility to ensure compliance with all laws of any country relevant to, and obtain all necessary approvals for, the issue of the Securities pursuant to this Prospectus. The return of a completed Application Form will be taken by GRP to constitute a representation and warranty by you that there has been no breach of any such laws and all relevant approvals have been obtained.

Where this Prospectus has been dispatched to persons in jurisdictions outside of Australia, in which the securities legislation or regulation requires registration or any analogous treatment, this Prospectus is provided for information purposes only. This Prospectus has not been and will not be registered under any such legislation or regulation or in any such jurisdiction.

The Offers do not and will not constitute an offer of Securities in the United States of America (US). Furthermore, no person ordinarily resident in the US is or will become permitted to submit an Application Form. If the Company believes that any Applicant is ordinarily resident in the US, or is acting on behalf of a person or entity that is ordinarily a resident of the US, the Company will reject that applicant's application.

7.10.1 New Zealand

The Offers to New Zealand investors is a regulated offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act 2001 and Regulations. In New Zealand, this is Part 5 of the Securities Act 1978 and the Securities (Mutual Recognition of Securities Offerings—Australia) Regulations 2008.

The Offers and the content of this Prospectus are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act 2001 and Regulations (Australia) set out how the Offers must be made.

There are differences in how securities are regulated under Australian law. For example, the disclosure of fees for collective investment schemes is different under the Australian regime.

The rights, remedies, and compensation arrangements available to New Zealand investors in Australian securities may differ from the rights, remedies, and compensation arrangements for New Zealand securities.

Both the Australian and New Zealand securities regulators have enforcement responsibilities in relation to these Offers. If you need to make a complaint about an Offer, please contact the Financial Markets Authority, Wellington, New Zealand. The Australian and New Zealand regulators will work together to settle your complaint.

The taxation treatment of Australian securities is not the same as for New Zealand securities.

If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser.

The Offers may involve a currency exchange risk. The currency for the securities is not New Zealand dollars. The value of the securities will go up or down according to changes in the exchange rate between that currency and New Zealand dollars. These changes may be significant.

If you expect the securities to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars.

If the securities are able to be traded on a securities market and you wish to trade the securities through that market, you will have to make arrangements for a participant in that market to sell the securities on your behalf. If the securities market does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the securities and trading may differ from securities markets that operate in New Zealand.

7.10.2 Germany

The information in this Prospectus has been prepared on the basis that all offers of Securities will be made pursuant to an exemption under the Directive 2003/71/EC (Prospectus Directive), as amended and implemented in Germany, from the requirement to produce a prospectus for offers of securities.

An offer to the public of Securities has not been made, and may not be made, in Germany except pursuant to one of the following exemptions under the Prospectus Directive as implemented in Germany:

• to any legal entity that is authorized or regulated to operate in the financial markets or whose main business is to invest in financial instruments;
• to any legal entity that satisfies two of the following three criteria: (i) balance sheet total of at least €20,000,000; (ii) annual net turnover of at least €40,000,000 and (iii) own funds of at least €2,000,000 (as shown on its last annual unconsolidated or consolidated financial statements);
• to any person or entity who has requested to be treated as a professional client in accordance with the EU Markets in Financial Instruments Directive (Directive 2004/39/EC, "MiFID"); or
• to any person or entity who is recognised as an eligible counterparty in accordance with Article 24 of the MiFID.

7.10.3 Hong Kong

WARNING: This Prospectus has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the SFO). No action has been taken in Hong Kong to authorise or register this Prospectus or to permit the distribution of this Prospectus or any documents issued in connection with it. Accordingly, the Securities have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO).

No advertisement, invitation or document relating to the Securities has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person issued Securities may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such Securities.

The contents of this Prospectus have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the Offers. If you are in doubt about any contents of this Propsectus, you should obtain independent professional advice.

7.10.4 Singapore

This Prospectus and any other materials relating to the Securities have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this Prospectus and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of Securities, may not be issued, circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the SFA), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This Prospectus has been given to you on the basis that you are (i) an existing holder of the Company's shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) a "relevant person" (as defined in section 275(2) of the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this Prospectus immediately. You may not forward or circulate this Prospectus to any other person in Singapore.

Any offer is not made to you with a view to the Securities being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire Securities. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

7.11 Enquiries

If you have any queries in relation to the Offers, please contact the Company Secretary on +61 8 6555 2950.

8. COMPANY OVERVIEWS – ASSETS, FINANCIAL INFORMATION AND CAPITAL STRUCTURE

8.1 Business Overview

8.1.1 GRP Corporation Limited

This Section 8.1.1 contains a summary of GRP's activities. Further information can be found on GRP's website, http://www.grpcorporation.com.au.

GRP was admitted to the Official List of the ASX on 19 March 2003 under the name Greater Pacific Capital limited. GRP was primarily a diversified financials company but currently holds no assets other than rights and loans in respect of Spring.me (refer to Section 10 for further details of the material contracts between the Company and Spring.me).

For the past twelve months, GRP has been evaluating alternative corporate opportunities, both in Australia and overseas, which have the potential to deliver strong future growth for Shareholders. This is consistent with the Spring.me Offer being made by GRP. An overview of the Spring.me Acquisition is set out in Section 6.1 above.

Following completion of the Spring.me Acquisition (and assuming 100% of the Spring.me Shareholders accept the Spring.me Offer), the Company will have a group corporate structure as follows:

8.1.2 Helpa Inc. (Spring.me)

Helpa Inc. was incorporated in December 2012 by Ari Klinger and Colin Fabig with the formal launch of the Spring.me social network occurring in September 2013.

Helpa Inc. is an unlisted public company registered in the United States of America which holds intellectual property assets, domains and an operational business underpinning its social network platform Spring.me. Helpa Inc.'s vision is to become a leading social media network of websites and mobile applications for making friends. Helpa Inc., through its wholly owned subsidiary Helpa Research Inc, owns the domain name "www.spring.me". As at September 2014, the Spring.me network had in excess of 5 million Visitors per month, which has been continuing to grow, comprising a large global audience predominately in the 16-35 year age demographic. Spring.me has a strong board and management team with specialist industry expertise.

The Spring.me network is a question and answer (Q&A) based social network of websites and mobile applications with over five million Visits per month focused on making new friends. Through the Spring.me platform, Members from around the world can share ideas, thoughts, perspectives and opinions with friends, followers or other Spring.me Members and in due course make new friends. Sponsors, advertisers and experts will have the opportunity to leverage the network and connect with potential customers based on their interests, actions or purchase intent.

8.1.3 Helpa Inc. (Spring.me) Subsidiaries

As set out in the corporate structure above, Helpa Inc. has three subsidiaries – Helpa Services Inc. which is responsible for Spring.me's operations in the United States of America (USA) and for receiving any revenue generated by Spring.me in the USA; Helpa Research Inc. which holds all of Spring.me's patents, IP developments and trademarks developed to 30 September 2013; and Helpa Services Australia Pty Ltd which manages the research and development of Spring.me and any risk of such research and development from 1 October 2013 and also is responsible for the day to day administration of Spring.me.

8.1.4 Spring.me

www.spring.me is the company's flagship website, where Members can "meet people like you through social Q&A". It is an anonymous social network where people share questions and opinions publicly, in a friendly online environment with other likeminded people.

The site is made up of content feeds that are there to help start conversations; the Question Feed, the Answer, Opinions, Photo and People Feeds. These feeds provide an opportunity for any site Member to interact with other Members in an open forum. Feeds have "Latest", "Popular" and other filters to better find relevant content and people.

Members can express their personality by creating custom usernames and customising their own profiles with photos, backgrounds and other personalised information. Like Twitter they can "follow" other Members' content and gather "followers" who follow their content postings. In addition, they can use animated gifs and a meme creation tool to make it more interesting.

Most content is public, so that all Members can jump into conversations and have an open discussion, but there are anonymous or private messaging features as well. For example, Members can message up to 10 random people to answer a private question sent anonymously. This allows for honest and edgy feedback for the adventurous, curious 16-35 year old demographic. There are sharing options for posts, questions, photos and videos with other social networks such as Facebook and Twitter. The Smile button on Spring.me is a social networking feature similar to Facebook's Like button, but aimed to generate a much friendlier feeling about the site. It allows Members to express and share their appreciation of content such as comments, photos and questions.

8.1.5 Spring.me Team

Spring.me is led by a team of successful, serial internet entrepreneurs, being cofounded by Colin Fabig and Ari Klinger. Together Ari and Colin have been involved in numerous ventures that achieved real scale and have had multiple successful exits.

Ari Klinger has extensive experience in starting, building and selling internetrelated businesses having co-founded, with Colin Fabig, iMega, an online media network that achieved over 30 million visitors a month. iMega was sold to an ASX listed marketing services group in 2006. In 2008, Ari co-founded, and was CEO of Online Marketing Group, which quickly grew to become Australia's largest networks of websites and owner of premium domain names. Online Marketing Group was acquired by Fairfax Media in 2010. Ari is also a co-founder of investment firm Right Click Capital, which has a portfolio of technology based businesses and a co-founder of the Sydney Seed Fund an early stage technology investment fund.

Colin Fabig has been involved in technology related start-ups from 1993, and started and successfully exited two start-ups in South Africa before moving to Australia in 1999. Colin joined Ari Klinger as a co-founder at iMega in 2003. In 2010, Colin was the founder and executive chairman of a web start-up called Jump On It, later known as Living Social Australia. Within the first 24 months, this business grew to a staff of 250, a consumer base of 2 million Australian email subscribers and achieved a run rate of ~$100 million in annual billings. The business was successfully exited to the USA based Living Social in 2012.

Spring.me will look at opportunities to expand its team locally and offshore. The Spring.me team work with offshore developers and team members to complement the local team and to increase speed to market.

On completion of the Spring.me Acquisition, Roger Harley will join the board of the Merged Group as a non-executive director. He is a founder of Melbourne based corporate advisory firm, Fawkner Capital. Roger's engagement in the ecosystem of high growth emerging companies traverses roles as investor, adviser on equity raising and exits, director and Government delegate. Refer to Section 10.1 for further details on Roger.

8.1.6 Company Vision and Opportunity

Spring.me aims to become a leader in the high growth social media industry.

Social media is the number one internet activity, measured by time spent online with people reportedly spending more time on social media than on email, online video or online games. The number of social media users is continuing to grow, with a forecast of 2.3 billion users globally by 2017. As a result, advertising spend on digital media has been forecast to expand rapidly by 48% from $109 billion in 2014 to $159 billion in 2018.

Social networks are gaining traction and building highly valuable online communities around the world. For example, Facebook has a market valuation of ~$190 billion; Twitter ~$30 billion, LinkedIn ~$24 billion, SnapChat and Pinterest more than $3 billion and ~$5 billion respectively.

As occurred in the traditional media space, social media is fragmenting as specialised players emerge based on demographics, interests and use case. Facebook is used for keeping up with family and friends; LinkedIn is the same for business; Instagram has a strong photo sharing community; YouTube is for video sharing; SnapChat is for photo and video messaging; and Pinterest is a digital pinboard. Dating sites and apps like Match.com, Tinder and Eharmony are essentially social media for dating.

Spring.me believes there is a large global market for a social media network targeted at making new friends by simply creating friendships based on a common interest-based Q&A format. Friendships at Spring.me begin with questions, smiles and finding common ground with Members starting conversations by posing and answering questions to individuals or groups, anonymously or as themselves. Members can also participate in discussions and post photos to find likeminded Members who smile, respond and follow them. Spring.me increasingly uses advanced matching algorithms to suggest, introduce and connect Members to increase the likelihood of a friendship resulting.

As part of the growth of the network, Spring.me is committed to building a safe online community. It has launched a number of initiatives such as age-based content filters, community content rating systems and algorithms to help create a safer, more fun and friendly environment.

8.1.7 Spring.me Business Model - Monetisation: Advertising as-a-Service

Once Spring.me has achieved approximately 15 million regular web and mobile Visitors it intends to implement its monetisation strategy, aimed at generating revenue from online advertising and premium services. In the opinion of the Spring.me board, this is a proven approach, modelled off successful social networks such as Facebook, Twitter, LinkedIn and Pinterest. In addition to traditional social media advertising and premium services, Spring.me intends to enhance the current social media revenue model with its "Advertising as-a-Service" offering.

Understanding the purchase intent of potential customers is a major contributor to successful advertising, allowing more targeted and relevant offerings, generally resulting in higher conversions. Advertisers are willing to pay a significant premium to access potential customers where purchasing intent is understood, with Google AdWords using the keywords entered into their search engine by the users as an indicator of the specific area of interest, providing them over 12 x average revenue per user (ARPU) when compared to Twitter, where little is known about their members' purchase intent.

By designing a social platform built around "question and answer" interaction, Spring.me has an excellent insight into Members' tastes and preferences and will have the ability to interact with and lead Members through the purchasing cycle, known as Advertising-as-a-Service. Allowing advertisers to provide deals to Members who specifically opt-in to receive this advertising, only for what they are looking to purchase, has, in the opinion of the Spring.me board, the potential to significantly increase the expected ARPU for Spring.me. As Advertising-as-a-Service only works at scale, Spring.me is focussed for the next two years on building a critical mass of regular Members to their sites and apps, before introducing this new highly leveraged model.

8.1.8 Spring.me Business Model - Acquisitive Growth

In addition to traditional organic growth and after acquiring the assets of the former website formspring.com and leveraging that database to launch Spring.me, Spring.me intends to grow acquisitively, seeking both databases and bolt-on companies that will bring enhanced distribution, strategic revenue, technology and/or talent. This is a well trodden path in social media history. Mark Zuckerberg "acquired" the Harvard student database to start his Hot or Not service that pivoted into Facebook. Facebook has since completed forty-nine acquisitions to date. Twitter has engaged in thirty-eight.

8.2 Key Dependencies of the Merged Group's Business Model

The key factors that the Merged Group will depend on to meet its objectives under its business model are:

• the continued availability and commitment of its Board, key management and the offshore team, especially their ability to attract talent to the team, build new features, acquire more Members and increase User engagement;
• consumers will continue to regularly use social media, and specifically will enjoy using and sharing the Merged Group's websites and apps;
• Members will take up premium services offered by the Merged Group;
• advertisers will take up the Merged Group's "Advertising As A Service" model;
• consumers will continue to use the websites and apps from the Merged Group once premium services and advertising are introduced;
• the success of marketing, PR and growth campaigns; and
• the success of the Merged Group to complete acquisitions, investments, partnerships and joint ventures with other companies, including acquiring additional databases.

8.3 Financial Information

8.3.1 Historical financial information

The Investigating Accountant's Report contained in Section 11 of this Prospectus sets out:

• the audited Statement of Financial Position of GRP as at 30 June 2014;
• the audited Statement of Financial Position of Spring.me as at 30 June 2014; and
• the reviewed pro-forma Statement Financial Position of the Merged Group (after completion of the Transaction) as at 30 June 2014.

Investors are urged to read the Investigating Accountant's Report in full.

The full financial statements for GRP for its financial years ended 30 June 2013 and 30 June 2014, which include the notes to the financial statements, can be found from GRP's ASX announcements platform on www.asx.com.au.

The financial statements for Spring.me for its financial year ended 30 June 2014, which include the notes to the financial statements, can be accessed from www.grpcorproation.com.au.

8.3.2 No Forecasts

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of GRP and Spring.me are inherently uncertain. Any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

8.4 Funding

The funding for GRP's short to medium term activities will be generated from the offer of New Shares pursuant to the Public Offer under this Prospectus (see Section 7.4). As and when further funds are required, GRP expects to raise additional capital from the issue of securities.

8.5 Dividend Policy

It is anticipated that, post-completion of the Transaction, the Merged Group will focus on the marketing and development of the Spring.me social media network. GRP does not expect to declare any dividends during this period.

Any future determination as to the payment of dividends by GRP will be at the discretion of the Board and will depend on the availability of distributable earnings and operating results and financial condition of GRP, future capital requirements and general business and other factors considered relevant by the Board. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by GRP.

8.6 Capital Structure

As at the date of this Prospectus, GRP has 18,761,095 Shares (on a pre-Consolidation basis) on issue.

The expected capital structure of GRP following completion of the Offers (assuming minimum, full and over-subscription under the Public Offer and that the Spring.me Offer is fully accepted) is summarised below. Refer to the Investigating Accountant's Report set out in Section 11 of this Prospectus for further details.

Shares1	Number(minimumsubscription -$3 million)	Number(fullsubscription -$5 million)	Number(full oversubscriptions -$6 million)
Pre 1:5 Consolidation
Current (assuming noother Shares are issued)	18,761,095	18,761,095	18,761,095
Post 1:5 Consolidation
Current (assuming noother Shares are issued)	3,752,219	3,752,219	3,752,219
Issue to Spring.meShareholders underSpring.me Offer (postConsolidation – Shares)	60,000,000	60,000,000	60,000,000

Issue to Spring.meShareholders underSpring.me Offer (postConsolidation –Performance StockRights2)	40,000,000	40,000,000	40,000,000
Public Offer under theProspectus	15,000,000	25,000,000	30,000,000
Shares to be issued tofacilitators of theSpring.me Acquisition3	4,825,400	6,000,000	6,000,000
Issues of Shares toCreditors, Related PartyConvertible Noteholdersand Directors of theCompany pursuant toResolutions 6-11 in the2013 Notice of AGM	3,972,781	3,972,781	3,972,781
Issue of Shares underConvertible NoteAgreements4 pursuantto Resolution 5 in the2013 Notice of AGM	11,183,750	11,183,750	11,183,750
Intended issue of Sharesto Proposed Directorsunder the EmployeeIncentive Schemepursuant to the 2014Notice of AGM	12,863,542	12,863,542	12,863,542
TOTAL (postConsolidation basis)	151,597,692	162,772,292	167,772,292

Notes:

• 1. The rights attaching to the Shares (including all New Shares) are summarised in Section 15.2 of this Prospectus.
• 1. The terms of the Performance Stock Rights are summarised in Section 16.3 of this Prospectus.
• 1. Upon completion of the Spring.me Acquisition, GRP proposes issuing up to a maximum of 6 million Shares to facilitators of the Spring.me Acquisition.
• 1. The number of GRP Shares outlined above which are to be issued as per the Convertible Note Agreements includes the conversion of debt into GRP Shares.

8.7 Substantial Shareholders

As at the date of this Prospectus, the following Shareholders hold 5% or more of the total number of Shares on issue (on a pre-Consolidation basis):

Shareholder	Shares	%
Phillip John Coulson	1,875,000	9.99
Miguel Rodolfo Laborde	1,566,667	8.35
Sinbad Pty Ltd	1,466,667	7.82

Shan Pei Investment Limited	1,466,398	7.82
Michael Thomas Musk	1,325,000	7.06
Troca Enterprises Pty Ltd	1,250,000	6.66
Heelmo Holdings Pty Ltd	1,066,667	5.69

On completion of the Consolidation, Spring.me Offer and the Public Offer (assuming minimum subscription under the Public Offer and that the Spring.me Offer is fully accepted), the following Shareholders are expected to hold 5% or more of the total number of Shares on issue (on a post-Consolidation basis) and before any Performance Stock Rights vest into fully paid ordinary shares:

Shareholder	Shares	PerformanceStock Rights	EIS Shares1	% (assumingminimumsubscription)
Colin Fabigandcontrolledentities	14,394,578	9,596,424	6,381,771	18.62
Ari Klingerandcontrolledentities	13,616,489	9,077,700	6,381,771	17.92
James HenryGilbertEntrepreneurial EnterprisesPty Ltd	13,341,346	8,894,230	-	11.96

8.8 Top 20 Shareholders

GRP will announce to the ASX details of its top 20 Shareholders (following completion of the Public Offer and the Spring.me Offer) prior to the Shares commencing trading on ASX.

9. RISK FACTORS

9.1 Introduction

The Securities offered under this Prospectus are considered highly speculative. An investment in GRP is not risk free and the Directors strongly recommend potential investors to consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for Securities and to consult their professional advisers before deciding whether to apply for Securities pursuant to this Prospectus.

This Section identifies circumstances that the Directors regard as the major risks associated with an investment in GRP and which may have a material adverse impact on the financial performance of GRP and the market price of the Shares if they were to arise.

• The business, assets and operations of Spring.me are subject to certain risk factors that have the potential to influence the operating and financial performance of the Company in the future, if the Transaction is successfully completed (Section 9.1.1).
• There are also additional risks associated with the contemplated Transaction, specifically in relation to the Merged Group, which may adversely impact the value of an investment in the securities of GRP (Section 9.1.1).
• In addition, there are other general investment risks, many of which are largely beyond the control of GRP and its directors (Section 9.1.2).

The Board aims, and will aim, to manage these risks by carefully planning the Company's activities and implementing risk control measures. However, some of the risks identified below are highly unpredictable and the Company is limited to the extent to which they can effectively manage them.

The following risk factors are not intended to be an exhaustive list of the risk factors to which GRP is exposed. In addition, this Section has been prepared without taking into account offerees' individual financial objectives, financial situation and particular needs. Offerees should seek professional investment advice if they have any queries in relation to making an investment in GRP.

9.1.1 Risks in respect of Spring.me's current operations

(a) Operations and Management of Potential Growth

Spring.me believes that it has attracted a highly skilled and experienced management team. However, the Spring.me network is a complex and dynamic business. It is a high growth start up, working in a fast moving environment, engaged in business with multiple partners and operating in numerous geographies around the world. Navigating these issues while effectively dealing with prioritization, timing, execution, cost control, and other business decisions is likely to provide real challenges for its small management team.

There can be no guarantee that successful execution of Spring.me's strategy will make it profitable or commercially viable. Current product development and marketing strategies may not have the intended effect of increasing new Users. Similarly, strategies to create value from Users of the application may not yield the expected revenue.

(b) Product Development

Spring.me believes that it provides a meaningful and engaging offering. Moreover, in addition to its current web platform, Spring.me is planning to release a new and updated mobile app later this year. However, there can be no guarantee that Spring.me's platforms and features will continue to be relevant, or that its future updates will continue to promote User growth and engagement. There is also the risk that delays in product development, cost overruns, or difficulties in delivering new features will negatively impact the Company and its business.

(c) Maintenance of Reputation and Brand

Spring.me is seeking to be a mass social network. Usage and engagement levels of such networks have the potential to be significantly affected by popular consumer sentiment. As such, Spring.me's exposure to public relations issues and threats to its reputation and brand name may be greater than for other businesses. This may be especially the case given that, up to this point, Spring.me has primarily relied on organic and 'word-of-mouth' growth, as opposed to external paid marketing.

Moreover, Spring.me's platforms facilitate User-generated content. While Spring.me has instituted a number of moderation systems and processes, there is nevertheless a risk that the nature of some specific User generated content, or the activities of particular Users on the network, may cause damage to Spring.me's reputation and brand name and therefore have a negative impact on its growth and profitability. This may include being blocked by web browsers, app stores or security software, which would have a detrimental effect to the Spring.me business.

(d) Ability to Attract and Retain Skilled Personnel

Spring.me's success depends, to a large extent, on its ability to attract and retain appropriately skilled personnel. Spring.me is currently operated and managed by a small group of select team members. The departure, either temporary or permanent, of those key staff, or any delay in their replacement, could adversely affect Spring.me's performance. Similarly, as a start up seeking to grow and expand, Spring.me's success in securing new talent will be critical going forward and may be constrained for a number of reasons. The attraction and retention of key staff is determined by a broad range of internal and external factors, some more or less within Spring.me's control, including, but not limited to, issues concerning: personal or health issues, company performance, public relations and branding, logistics and timing, the availability of IT staff in the market and macro-economic factors.

Additionally, Spring.me relies on offshore team members, some of whom are employed through a single entity. In the event that the offshore team ceased to continue working with Spring.me, this could cause significant disruption to the operations of the business and would require Spring.me to find an alternative team. Finding an alternative team would take time in recruiting and training them on the product and getting them to a professional level where they could assist in running the operations of the Spring.me business and help to execute the Spring.me business plan. This would have a significant impact on the costs of running the Spring.me business and would likely delay Spring.me from achieving its objectives and business plan.

(e) Website Traffic

Spring.me currently gets most of its organic (unpaid) web traffic from a variety of sources including Google, Facebook, Bing, Yahoo and many thousands of other websites. These third parties change algorithms, rules and optimisation processes regularly and this might increase or decrease the free web traffic to Spring.me as they do so and thus could adversely affect the rate of Member growth and engagement on Spring.me's network and subsequently its ability to reach critical mass of regular Members required to become a become a viable ongoing business.

Spring.me furthermore gets another large portion of its traffic through email marketing to its database of Members. Once again, the deliverability of email is subject to many third party players, from internet service providers, email service providers, and other corporate players to government regulators in different countries who may change their rules at anytime. Rule changes by these players can adversely affect the deliverability of messages to and from our membership base, which could have a detrimental effect on Member engagement, the growth of new Members and our ability to reach a critical mass of regular membership to become a viable ongoing business.

(f) Insurance

While Spring.me has sought to be insured in a way that is in keeping with industry practices, there is the risk of an event occurring that is not fully covered by insurance. This may cause significant financial and material loss to Spring.me. Furthermore, there is the risk that Spring.me's insurer fails to respect a legitimate claim made by Spring.me.

(g) Acquisitions and Joint Ventures

Spring.me plans to investigate and consider potential acquisitions and opportunities to enter into new joint venture arrangements that are consistent with its stated growth strategy. The successful implementation of acquisitions will depend on a range of factors including funding arrangements and technical integration. Spring.me may also enter into joint venture relationships in the future.

Subject to the relevant joint ventures, Spring.me cannot control the actions of joint venture partners and therefore cannot guarantee that joint ventures will be operated or managed in accordance with Spring.me's preferred direction, strategy or risk management parameters. To the extent that acquisitions or joint venture arrangements are not successfully integrated with Spring.me's existing business lines, the User growth and financial performance of Spring.me could be affected and, despite the terms of the relevant agreements, it may be impractical to enforce all of Spring.me's rights (particularly if the joint venture operates overseas).

(h) Reliance on Core Information Technology, Other Systems and Security

Spring.me's ability to provide reliable services largely depends on the efficient and uninterrupted operation of its core technologies, which include specialized and proprietary software systems, its websites and data centres. Its information technology environment is a complex one. It is also dependent on reliable telecommunication and information technology provision by third parties.

Spring.me's core technologies and other systems operations could be exposed to damage or interruption from system failures, computer viruses, cyber attacks, hacking, power or telecommunication provider failures, fire, natural disasters, terrorist acts, war, human error or court ordered injunction in the event of an alleged breach of third party intellectual property rights. Events of that nature may case one or more of those core technologies to become unavailable due to the high level of integration between the disparate software systems that make up Spring.me's information technology environment.

If Spring.me was to experience a significant security breach or systematic failure, then it is likely that its ability to deliver services to its customers could be delayed or interrupted. This in turn may impact its ability to attract and retain Users, generate new business and protect its brand.

(i) Intellectual Property Rights

While Spring.me has systems and procedures in place to protect its content and information, unauthorized use of its intellectual property could have a negative impact on its operations and brand. Given the public nature of much of Spring.me's User generated content, this risk may be greater for Spring.me than for other companies.

Spring.me also operates in a market where claims of infringement of intellectual property are common. There is a risk of third parties making claims of infringement of intellectual property against Spring.me. This could result in significant legal costs and negatively impact operations.

(j) International Expansion

Spring.me's platforms are used in many and varied countries. It may therefore likely be subject to multiple overseas jurisdictions. In each different jurisdiction there may be increased compliance and operating costs. If and when it becomes necessary to have a local presence in overseas markets there will be increased overheads as well as development and marketing costs. There is no guarantee such expansions will be successful and increased costs may adversely impact the profitability and working capital of Spring.me.

(k) Subsidiary and Corporate Governance

Spring.me is a head company with a series of subsidiaries and corporate governance involving (a) a set of companies incorporated in Delaware, USA that currently owns much of Spring.me's key intellectual property and in which its financial statements are booked, and (b) a working company in Australia that actually carries out its daily operations. This arrangement involves a number of risks.

This includes the risk that Spring.me may fail to comply with the complex and differing set of laws and regulations governing each company and their interactions. There is also the risk of future costs in the event that Spring.me deems it preferable to restructure its corporate governance. This may involve moving its intellectual property or operations from the USA to Australia or vice versa. In addition, Spring.me's rights to participate in the distribution of its USA based assets and/or the assets of their subsidiaries in the event of liquidation, reorganisation or insolvency may be subject to prior claims of that entity's creditors.

While Spring.me believes that it operates under a practical and efficient corporate structure, investors are responsible to study the corporate governance and make their own assessment of the risks involved.

(l) Contracts

Spring.me may enter agreements with counterparties. In such cases, there is the risk that counterparties default on their obligations, which may in turn necessitate legal action. This could result in significant financial loss for Spring.me. In some cases, the contracts that Spring.me has entered into may be governed in jurisdictions outside Australia. It may be more difficult to resolve disputes in such jurisdictions than it would be under Australian law. As such, Spring.me cannot ensure that an appropriate legal resolution will be achieved.

9.1.2 General Risks Relating to the Merged Group

(a) Reliance on Key Management

The responsibility of overseeing the day-to-day operations and the strategic management of the Merged Group depends substantially on its senior management and directors. There can be no assurance that there will be no detrimental impact on the performance of the Merged Group or its growth potential if one or more of these employees cease their employment and suitable replacements are not identified and engaged in a timely manner. The Merged Group does not have any present intention to obtain "key person" insurance for any member of its management.

(b) Economic Risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Merged Group's activities, as well as on its ability to fund those activities.

Further, share market conditions may affect the value of the Company's securities regardless of the Company's operating performance. Share market conditions are affected by many factors such as:

• (i) general economic outlook;
• (ii) interest rates and inflation rates;
• (iii) currency fluctuations;
• (iv) changes in investor sentiment toward particular market sectors;
• (v) the demand for, and supply of, capital; and
• (vi) terrorism or other hostilities.

(c) Liquidity

If and when the Merged Group's shares are made open for trading, the market may not be liquid. Prior to the Public Offer the subject of this Prospectus, there has been no public market in the shares of Spring.me. Once the Merged Group's Shares are quoted on the ASX, there can be no guarantee that an active trading market for the Shares will develop or that the price of the Shares will increase. There may be relatively few buyers or sellers of the Shares on ASX at any time. This may increase the volatility of the market price of the Shares. It may also affect the prevailing market price at which Shareholders are able to sell their Shares. This may result in Shareholders receiving a market price for their Shares that is less than the price the Shareholders paid.

(d) Shareholder Dilution

In the future, the Merged Group may elect to issue Shares or engage in fundraisings and also to fund, or raise proceeds, for acquisitions. While the Merged Group will be subject to the constraints of the ASX Listing Rules regarding the percentage of capital that it is able to issue within a 12 month period (other than where exceptions apply), Shareholders may be diluted as a result of such Shares and fundraisings.

(e) Legal Environment and Sovereign Risk

Spring.me currently conducts its operations in Australia. While Australia is a stable and developed legal environment, there are a range of sovereign risks that may adversely affect the performance of the company. These include, but are not limited to: changes to privacy, taxation, accounting, employment, licensing, exchange control or other legislation.

Particularly, over recent years, there has been an increased regulatory and public focus on the use of private information, especially how private information is collected and used for commercial purposes. Any further changes to laws and regulations governing the use of this information could result in an adverse impact on the markets in which Spring.me operates and in its business, including its forecast revenues, profit margins, and compliance costs.

Spring.me's platforms are also used in numerous other countries and will be subject to the local laws and regulations where they apply. Some of the countries in which Spring.me's platforms are used represent emerging markets and/or less stable legal environments. This may involve risks related to the regularity, speed, transparency and expectations surrounding Government action, ease of gaining fair representation in court and clarity and consistency of the legal framework.

Working in changing, complex and multiple regulatory environments involves a set of risks. These include the risk that Spring.me may fail to comply with laws or regulations or that laws or regulations may have unintended consequences or are open to interpretations that increase the risk of non-compliance. In addition, there is a risk that Spring.me may fail to implement procedures within the statutory timeframes to ensure that it can provide services which comply with the introduction of these new laws and regulations.

Any substantial failure by Spring.me to comply with applicable laws and regulations could result in cessation of part or all of its operations, restriction on its ability to carry out operations, fines, penalties or other liabilities to customers, suppliers or third parties. Compliance failure could also damage Spring.me's reputation and reduce the attractiveness of its platforms.

(f) Australian Accounting Standards

Australian Accounting Standards are set by the Australian Accounting Standards Board (AASB) and are outside the control of either Spring.me or its directors. The AASB is due to introduce new or refined Australian Accounting Standards during the period from 2014 to 2018, which may affect the future measurement and recognition of key income statements and balance sheet items, including revenue and receivables.

There is also a risk that interpretations of existing Australian Accounting Standards, including those in relation to the measurement and recognition of key income statement and balance sheet items, including revenue and receivables, may differ. Changes to Australian Accounting Standards issued by the AASB or changes to the commonly held views on the application of those standards could materially adversely affect the financial performance and position reported in Spring.me's consolidated financial statements over the coming years.

(g) Force Majeure

The Merged Group and its projects, now or in the future may be adversely affected by risks outside the control of the Merged Group including labour unrest, civil disorder, war, subversive activities or sabotage, extreme weather conditions, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.

9.2 This investment is highly speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above risk factors, and others not specifically referred to above, may materially affect the future financial performance of the Company and the value of the Securities offered under this Prospectus.

Therefore, the Securities to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Securities. The Company does not expect to declare any dividends during the first two years following completion of the Transaction (see further Section 8.5).

Potential investors should consider that the investment in the Company is highly speculative and should consult their professional advisers before deciding whether to apply for Securities pursuant to this Prospectus.

10. BOARD, MANAGEMENT, INTERESTS AND CORPORATE GOVERNANCE

10.1 Directors

As at the date of this Prospectus, the Board comprises of:

• (a) Mr Mark Rowbottam Non-Executive Chairman;
• (b) Mr Zane Lewis Non-Executive Director; and
• (c) Mr Edwin Bulseco Non-Executive Director.

Following successful completion of the Transaction, it is proposed that Mr Colin Fabig and Mr Ari Klinger of Spring.me and Mr Roger Harley will be elected to the Board (Proposed Directors) and that Mr Mark Rowbottam, Mr Zane Lewis and Mr Edwin Bulseco will resign as Directors of GRP.

The profiles of each of the Proposed Directors are set out below:

Mr Colin Fabig – Executive Chairman

Colin Fabig has been involved in technology related start-ups since 1993. He started and successfully exited two start-ups in South Africa before moving to Australia in 1999. Based in Sydney, Colin founded an e-card website in 1999, that at its peak was the 51st most trafficked website in the USA in December 2000 according to US rankings site comScore. Out of this business, Colin along with Ari Klinger founded iMega in 2003, an online media network which achieved more than 30 million visitors a month and successfully exited the company to a listed marketing services company in 2006. In 2010, he was the founder and executive chairman of a web start-up called Jump On It, later known as Living Social Australia. Within the first 24 months, this business grew to a staff of 250, a consumer base of 2 million Australian email subscribers and achieved a run rate of ~$100 million in annual billings. The business was successfully exited to the USA based Living Social in 2012. Refer to Section 8.1.4 for further information on Colin.

Mr Ari Klinger – Managing Director

Ari Klinger has extensive experience in starting, building and selling internetrelated businesses having been the CEO and co-founder of iMega, an online media network which achieved over 30 million visitors a month. iMega was sold to a listed marketing services group in 2006. In 2008, Ari co-founded, and was CEO of Online Marketing Group, which quickly grew to become Australia's largest network of websites and owner of premium domain names. Online Marketing Group was acquired by Fairfax Media in 2010. Ari is also a co-founder of investment firm Right Click Capital, which has a portfolio of technology based businesses and a co-founder of the Sydney Seed Fund an early stage technology investment fund. Ari is involved in a range of other activities supporting the technology and start-up community including co-founding Internet DealBook (a publication tracking internet company M&A deals around the world) and mentoring at the Founder Institute. Refer to Section 8.1.4 for further information on Ari.

Mr Roger Harley Non-Executive Director

Mr Roger Harley is a proposed independent Non-Executive Director who brings significant experience in new venture growth, corporate governance, strategy, capital markets and experience as a public company director. From 2001 to 2010, Commonwealth Government appointments included the membership of the Industry Research and Development Board and Innovation Australia, where responsibilities included oversight of the Innovation Investment Fund program, Commercialisation Australia, the R&D tax concession and other innovation programs. Fawkner Capital's involvement with internet based companies has included its role as adviser to National Financial Solution, the owner of one of Australia's leading on-line life insurance brokers. Roger was a director of National Financial Solutions from 2007 up until its sale to TAL Australia in 2013. Other current Directorships include ASX listed Clean TeQ Holdings (ASX: CLQ) and the People and Parks Foundation. Previous Directorships include Medibank Private. Prior to founding Fawkner Capital in 1998, Roger worked for a period of 11 years at Deutsche Bank where the positions he held included Director of Corporate Finance as well as Director, Equity Capital Markets. He holds has a BSc from the University of Melbourne and is a Fellow of the Australian institute of Company Directors.

Mr Andrew Bursill – Company Secretary

Mr Andrew Bursill has in excess of 15 years experience as a Director, CFO and Company Secretary of ASX listed entities and has previously been CFO, Company Secretary and/or Director for numerous companies, in a range of industries covering mineral exploration, oil and gas exploration, biotechnology, technology, medical devices, retail, venture capital and wine manufacture and distribution. Mr Bursill is currently a Director and Company Secretary of Argonaut Resources NL, and Company Secretary of Aguia Resources Limited, Austral Gold Limited, Eagle Nickle Limited, MOKO Social Media Limited, and several other unlisted public and private companies.

10.2 Personal Interests of Directors and Proposed Directors

10.2.1 Interests in Shares and Performance Stock Rights

Directors are not required under GRP's Constitution to hold any Shares to be eligible to act as a director. Immediately prior to completion of the Transaction, the Directors are expected to have relevant interests in Shares as set out in the table below (on a post-Consolidation basis):

Director	Shares
Mr Colin Fabig	Nil
Mr Mark Rowbottam1	660,883
Mr Edwin Bulseco1	25,000
Mr Zane Lewis1	515,000
Mr Ari Klinger	Nil
Mr Roger Harley	Nil

Notes:

1. These figures include shares issued upon the conversion of convertible notes and in lieu of accrued directors and company secretarial fees subject to Shareholder approval being obtained at the 2013 Annual General Meeting to be held on 22 October 2014.

Following the successful completion of the Spring.me Acquisition and the Public Offer, the Directors and Proposed Directors will have relevant interests in Shares and Performance Rights (on a post-Consolidation basis) as set out in the table below (assuming the Convertible Notes are converted):

	Shares	Options	PerformanceStock Rights2	EISShares
Directors
Mr Mark Rowbottam1	910,833	Nil	Nil	Nil
Mr Zane Lewis1	765,000	Nil	Nil	Nil
Mr Edwin Bulseco1	325,0763	Nil	33,3823	Nil
Proposed Directors
Mr Colin Fabig	14,394,5784	Nil	9,596,4244	6,381,7715
Mr Ari Klinger	13,616,4894	Nil	9,077,7004	6,381,7715
Mr Roger Harley	250,0005	1,595,4435	Nil	Nil

Notes:

1. It is proposed that Mr Mark Rowbottam, Mr Zane Lewis and Mr Edwin Bulseco will resign as directors of GRP following successful completion of the Transaction. Shareholder approval is being sought at the 2013 Annual General Meeting for the current Directors to participate in the Public Offer as follows: Mark Rowbottam – 250,000 Shares, Zane Lewis – 250,000 Shares and Edwin Bulseco – 250,000 Shares. These are maximum numbers only and there is no guarantee the current Directors will participate in the Public Offer. The table above assumes the current Directors do participate in the Public Offer to these maximum levels.

Shareholder approval is also being sought at the 2013 Annual General Meeting for the issue of 247,500 Shares to Mark Rowbottam and 375,000 Shares to Zane Lewis in lieu of Director fees and Company Secretarial fees accrued and also for the issue of 100,000 Shares to Mark Rowbottam, 100,000 Shares to Zane Lewis and 25,000 Shares to Allison Bulseco, wife of Edwin Bulseco, on the conversion of Convertible Notes. Refer to the 2013 Notice of Annual General Meeting for further details.

• 1. The terms and conditions of the Performance Stock Rights are set out in Section 16.3 of this Prospectus.
• 1. Edwin Bulseco's wife, Allison Bulseco, has an interest in 18,387 Spring.me Shares, 16,691 First Spring.me Performance Stock Rights and 16,691 Second Spring.me Performance Rights and will be issued 50,076 New Shares and 33,382 Performance Stock Rights under the Spring.me Offer. Allison Bulseco also holds 25,000 Convertible Notes in the Company convertible into 25,000 Shares. The Company has obtained confirmation from ASX that ASX Listing Rule 10.1 does not apply to the acquisition by the Company of Allison Bulseco's securities in Spring.me on the basis she is a related party of the Company by reason only of the Transaction.
• 1. The Proposed Directors currently have an interest in Spring.me securities. As at the date of this Prospectus, Mr Colin Fabig has an interest in 5,285,714 Spring.me Shares and 3,523,822 Spring.me Performance Stock Rights and will be issued 14,394,578 New Shares and 9,596,424 Performance Stock Rights under the Spring.me Offer. Mr Ari Klinger has an interest in 5,000,000 Spring.me Shares and 3,333,346 Spring.me Performance Stock Rights and will be issued 13,616,489 New Shares and 9,077,700 Performance Stock Rights under the Spring.me Offer.
• 1. It is intended that Shareholder approval will be sought by the Company at the 2014 Annual General Meeting for the adoption of the EIS summarised in Section 16.4. It is also intended that Shareholder approval will be sought for the issue of 6,381,771 shares under the EIS to each of Colin Fabig and Ari Klinger. It is also intended that Shareholder approval will be sought for the issue of 1,595,443 Options and 100,000 Shares to Roger Harley as part of his Director's fees. Shareholder approval is being sought at the 2014 Annual General Meeting for Roger Harley to participate in the Public Offer up to 150,000 Shares.
• 1. The above table has been drafted on the basis of a number of assumptions that may or may not eventuate, including that the Proposed Directors are approved by Shareholders at the 2013 and 2014 Annual General Meetings on the terms set out in

the relevant Notice of Meeting. The actual Shareholdings of the parties on completion of the Transaction may vary.

1. The numbers of Securities in the above table are subject to rounding.

10.2.2 Remuneration

GRP's Constitution provides that the remuneration of non-executive Directors will be not more than the aggregate fixed sum determined by a general meeting. The Constitution provides that the aggregate remuneration for Non-Executive Directors shall be no more than $350,000.

It is proposed that, after completion of the Transaction, Mr Roger Harley, a Non-Executive Director of GRP, will receive directors' fees of $40,000 and an additional $5,000 for each membership of two Board committees, for a total annual cash remuneration of $50,000. The remuneration of any executive director that may be appointed to the Board will be fixed by the Board and may be paid by way of fixed salary or consultancy fee.

10.3 Deeds of indemnity, insurance and access

GRP has entered into a deed of indemnity, insurance and access with each of its Directors and will enter into deeds of indemnity, insurance and access on the same terms with each of the Proposed Directors upon their appointment. Under these deeds, the Company agrees to indemnify each officer to the extent permitted by the Corporations Act against any liability arising as a result of the officer acting as an officer of the Company. The Company is also required to maintain insurance policies for the benefit of the relevant officer and must also allow the officers to inspect board papers in certain circumstances.

11. INVESTIGATING ACCOUNTANT'S REPORT

20 October 2014

The Directors GRP Corporation Limited Level 1, 981 Wellington Street WEST PERTH WA 6005

Dear Sirs

This report has been prepared at the request of the Directors of GRP Corporation Limited ("GRP" or "the Company"), for inclusion in an Prospectus dated on or around 20 October 2014 ("Prospectus"), relating to the proposed issue of 25,000,000 ordinary shares at an issue price of 20 cents each to raise up to $5,000,000 and a maximum of 30,000,000 ordinary shares to raise up to $6,000,000.

The offer is not underwritten and the minimum subscription level is $3,000,000.

The report has been prepared to provide investors with information on historical results and the financial position of GRP and Helpa Inc., and to provide investors with a pro forma Consolidated Statement of Comprehensive Income and Consolidated Statement of Financial Position of GRP as at 30 June 2014 adjusted to include funds raised by the Prospectus and the completion of the acquisition of Helpa Inc ("the acquisition") and other transactions as referred to in the appendices to this report.

This report does not address the rights attaching to the Shares to be issued in accordance with the Prospectus, the risks associated with the investment, nor form the basis of an Expert's opinion with respect to a valuation of the Company or a valuation of the share issue price of 20 cents per share to the public.

Bentleys has not been requested to consider the prospects for GRP nor the merits and risks associated with becoming a shareholder and accordingly, has not done so, nor purports to do so. Bentleys accordingly takes no responsibility for those matters or for any matter or omission in the Prospectus, other than responsibility for this report. Risk factors are set out in Section 5 and 9 of the Prospectus.

C O N F I D E N T I A L P a g e | 1 of 3

GRP listed on the ASX on 19 March 2003 as a diversified financials company with exposure to the provision and management of finance facilities to various property and infrastructure developments.

GRP (formerly Great Pacific Capital Limited) entered into a Deed of Company Arrangement in August 2010 to settle debts with creditors and emerged from external administration. Since then, it has raised capital to pursue two separate transactions, the first with Cady Energy Pty Ltd, which held rights to the Hanging Woman coal methane project in Wyoming, USA. The second was with European Energy Limited, which held rights to a number of oil and gas projects in the Czech Republic and Slovakia. Neither of these transactions was completed. For the past twelve months, GRP has been evaluating alternative corporate opportunities, both in Australia and overseas, which have the potential to deliver strong future growth for Shareholders.

On 29 April 2014, GRP announced its intention to merge with Spring.me, an unlisted public company registered in the United States of America which holds various intellectual property interests pertaining to social media assets and an operating social media network. Spring.me was incorporated in the United States of America as Helpa Inc. in December 2012. For further details of the Company and the proposed acquisitions refer to Section 5 of the Prospectus.

Bentleys has been requested to:

• (a) report whether anything has come to our attention which would cause us to believe that the historical financial information disclosed in the appendices to this report is not fairly presented in accordance with the recognition and measurement requirements (but not the disclosure requirements) of Australian Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by GRP and Helpa Inc., and
• (b) report whether anything has come to our attention which would cause us to believe that the pro forma financial information disclosed in the appendices to this report is not presented fairly in accordance with the basis of preparation and assumptions set out therein and with the recognition and measurement requirements (but not the disclosure requirements) of Australian Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by GRP and Helpa Inc.

GRP and Helpa Inc. have prepared, and are responsible for the historical and pro forma financial information included in the appendices to this report.

Bentleys has not audited the financial statements of GRP or Helpa Inc. as at 30 June 2014. The audit of GRP's financial statements as at 30 June 2014 has been completed by Hall Chadwick and the audit of Helpa Inc's financial statements as at 30 June 2014 has been completed by Elliot House Partners. We have conducted our review of the historical financial information in accordance with the Standard on Assurance Engagement ASAE 3450 "Assurance Engagements involving Corporate Fundraisings and/or Prospective Financial Information". We made such enquiries and performed such procedures as we, in our professional judgment, considered reasonable in the circumstances, including:

• (i) enquiry of directors, management and others;
• (ii) analytical procedures on the historical information;
• (iii) a review of work papers, accounting records and other documents; and
• (iv) comparison of consistency in application of the recognition and measurement requirements (but not the disclosure requirements) of Australian Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by GRP and Helpa Inc..

The review procedures were substantially less in scope than an audit examination conducted in accordance with Australian Auditing Standards.

Having regard to the nature of the review, which provides less assurance than an audit, and to the nature of the historical and pro forma financial information, this report does not express an audit opinion on the historical and pro forma financial information included in the appendices to this report.

The principal assets of GRP will be the intellectual property assets, domains and an operational business underpinning the social network platform Spring.me, effected through the merger with Helpa Inc. The assets have been included at cost in the pro forma Statement of Financial Position. We have not performed our own valuation of the assets concerned and we are unable to form a view on whether the carrying value of the assets are fairly stated.

(a) Historical Financial Information

Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that the historical financial information, as set out in the appendices of this report is not presented fairly in accordance with the recognition and measurement requirements (but not the disclosure requirements) of Australian Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by GRP and Helpa Inc.

(b) Pro Forma Financial Information

Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that the pro forma financial information, as set out in the appendices of this report is not presented fairly in accordance with the basis of preparation in the appendices and assumptions set out therein and with the recognition and measurement requirements (but not the disclosure requirements) of Australian Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by GRP and Helpa Inc.

To the best of Bentleys' knowledge and belief, there have been no material items, transactions or events subsequent to 30 June 2014 not otherwise disclosed in this report or its appendices that have come to our attention during the course of our review which would cause the information included in this report to be misleading or deceptive.

Bentleys does not have any interest in the outcome of the issue of the shares, other than in connection with the preparation of this report for which normal professional fees will be received. Bentleys were not involved in the preparation of any part of the Prospectus, and accordingly, make no representations or warranties as to the completeness and accuracy of any information contained in any other part of the Prospectus. Bentleys consents to the inclusion of this report in the Prospectus in the form and content in which it is included. At the date of this report, this consent has not been withdrawn.

Yours faithfully

BENTLEYS RANKO MATIC CA Chartered Accountants Director

APPENDIX 1 – HISTORICAL & PRO-FORMA FINANCIAL INFORMATION

GRP CORPORATION LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2014

		Audited	Audited	Reviewed
		Actuals	Actuals	Pro-forma
		GRP Corp. Ltd	Helpa Inc.	Consolidated
		Year Ended	Year Ended	Year Ended
	Notes	30 June 2014	30 June 2014	30 June 2014
		$	$	$
Income		648	110,012	110,012
Compliance and regulatory		(43,600)	-	-
Consulting and corporate		(68,531)	-	-
Depreciation and amortisation		-	(170,405)	(170,405)
Legal and professional		-	(931,938)	(931,938)
Employee benefits expense		-	(944,364)	(944,364)
Hosting services		-	(279,720)	(279,720)
Finance costs		-	(67,058)	(67,058)
Occupancy		-	(100,809)	(100,809)
Administration		-	(324,554)	(324,554)
Corporate transaction expense	5	-	-	(481,167)
Share based payment expense	5	-	-	(2,925,341)
Other expenses	5	(662)	-	(367,958)
Loss before income tax		(112,145)	(2,708,836)	(6,483,302)
Income tax expense		-	-	-
Loss after income tax		(112,145)	(2,708,836)	(6,483,302)
Other comprehensive income		-	7,506	7,506
Total comprehensive loss for
the year		(112,145)	(2,701,330)	(6,475,796)

GRP CORPORATION LIMITED

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

		Audited	Audited	Reviewed
		Actuals	Actuals	Pro-forma
		GRP Corp. Ltd	Helpa Inc.	Consolidated
	Notes	As at 30 June 2014	As at 30 June 2014	As at 30 June 2014
		$	$	$
ASSETS
Current Assets
Cash and cash equivalents	3	138,350	729,390	5,485,069
Trade & other receivables		32,499	29,928	62,427
Financial assets		625,000	-	-
Total current assets		795,849	759,318	5,547,496
Non-Current Assets
Property, plant & equipment		-	1,862	1,862
Intangible assets		-	7,473	7,473
Total non-current assets		-	9,335	9,335
Total assets		795,849	768,653	5,556,831
LIABILITIES
Current liabilities
Trade & other payables		233,560	141,476	275,436
Financial liabilities		293,012	230,000	-
Provisions		-	57,878	57,878
Total current liabilities		526,572	429,354	333,314
Non-Current liabilities
Financial liabilities		-	625,000	-
TOTAL LIABILITIES		526,572	1,054,354	333,314
NET ASSETS		269,277	(285,701)	5,223,517
EQUITY
Capital and Reserves
Issued capital	4	8,381,093	2,764,322	12,048,006
Convertible loan		864,032	-	-
Reserves		-	(2,766)	(2,766)
Accumulated losses	5	(8,975,848)	(3,047,257)	(6,821,723)
TOTAL EQUITY		269,277	(285,701)	5,223,517

The reviewed consolidated pro forma statement of financial position represents the unaudited statement of financial position of the Company as at 30 June 2014 adjusted for the subsequent events and pro-forma transactions outlined in the Notes to this Appendix. It should be read in conjunction with the notes to the historical and pro forma financial information.

Notes to and Forming Part of the Financial Statements

1. Summary of significant accounting policies

(a) Basis of Accounting

The financial statements have been prepared in accordance with the measurement and recognition (but not the disclosure) requirements of Australian Accounting Standards, Australian Accounting Interpretations and the Corporations Act 2001.

The financial statements have been prepared on an accruals basis, are based on historical cost and except where stated do not take into account changing money values or current valuations of selected non-current assets, financial assets and financial liabilities. Cost is based on the fair values of the consideration given in exchange for assets.

The preparation of the Statement of Comprehensive Income and Statement of Financial Position requires the use of certain critical accounting estimates and assumptions. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Statement of Comprehensive Income and Statement of Financial Position are disclosed where appropriate.

The financial information has been prepared on the basis of a going concern which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business.

The Statement of Comprehensive Income and The Statement of Financial Position as at 30 June 2014 is in accordance with the Company's audited financial position at that date. The pro forma Statement of Comprehensive Income and pro forma Statement of Financial Position as at 30 June 2014 represents the reviewed financial position and adjusted for the transactions discussed in Note 2 to this report. The Statement of Comprehensive Income and Statement of Financial Position should be read in conjunction with the notes set out in this report.

(b) Principles of Consolidation

Subsidiaries

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of GRP Corporation Ltd as at 30 June 2014 and the results of all subsidiaries for the period then ended. GRP Corporation Ltd and its subsidiaries together are referred to in this report as the Group or the consolidated entity.

Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

The acquisition method of accounting is used to account for business combinations by the Group (refer note 1(g).

Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Investments in subsidiaries are accounted for at cost in the individual financial statements of GRP Corporation Ltd.

(c) Cash and Cash Equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts.

(d) Property, Plant and Equipment

Plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Plant and equipment are depreciated or amortised on a reducing balance or straight line basis at rates based upon their expected useful lives as follows:

Plant and equipment 3 – 7 years

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the income statement.

(e) Revenue and Other Income

Revenue is measured at the fair value of the consideration received or receivable.

Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial asset.

All revenue is stated net of the amount of goods and services tax (GST).

(f) Income Tax

The income tax expense or revenue for the period is the tax payable on the current period's taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company's subsidiaries and associated entities operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects either accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

(g) Acquisition of Subsidiaries and Businesses

Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.

Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as measurement period adjustments (see below). All other subsequent changes in the fair value of contingent consideration classified as an asset or liability are accounted for in accordance with relevant Standards. Changes in the fair value of contingent consideration classified as equity are not recognised.

The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under AASB 3 are recognised at their fair value at the acquisition date, except that:

• · deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with AASB 112 Income Taxes and AASB 119 Employee Benefits respectively;
• · liabilities or equity instruments related to the replacement by the Group of an acquiree's sharebased payment awards are measured in accordance with AASB 2 Share-based Payment; and
• · assets (or disposal groups) that are classified as held for sale in accordance with AASB 5 Noncurrent Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see below), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.

The measurement period is the period from the date of acquisition to the date the Group obtains complete information about facts and circumstances that existed as of the acquisition date – and is subject to a maximum of one year.

The acquisition of Helpa Inc ("Helpa") has been reflected in the pro forma Statement of Financial Position as at 30 June 2014. In accounting for the acquisition, the Group has taken guidance from the principles of AASB 3 Business Combinations ("AASB 3") and determined that Helpa would be deemed to be the acquirer for accounting purposes. Accordingly, the transaction is accounted for as a reverse asset acquisition. As a result, the pro forma consolidated Statement of Financial Position as at 30 June 2014 has been prepared as a continuation of the Helpa financial statements, with Helpa (as the accounting acquirer) accounting for the acquisitions as from 30 June 2014 (for the purposes of the pro forma consolidated Statement of Financial Position). As the activities of the legal acquirer (GRP Corporation Ltd) would not constitute a business based on the requirements of AASB 3, any excess of the deemed consideration over the fair value of the acquisitions, as calculated in accordance with the reverse acquisition accounting principles, cannot be taken to goodwill and has been expensed.

(h) Impairment of Assets

At each reporting date, the Company reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset's fair value less costs to sell and value in use, is compared to the asset's carrying value. Any excess of the asset's carrying value over its recoverable amount is expensed to the Statement of Profit or Loss and Other Comprehensive Income.

Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.

Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

(i) Investments & Financial Instruments

Recognition and de-recognition

Regular purchases and sales of financial assets are recognised on trade-date being the date on which the Company commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.

When securities classified as available-for-sale are sold, the accumulated fair value adjustments recognised in equity are included in the Statement of Profit or Loss and Other Comprehensive Income as gains and losses from investment securities.

(i) Financial assets at fair value through profit or loss

Financial assets are classified at fair value through profit or loss when they are held for trading for the purpose of short term profit taking, where they are derivatives not held for hedging purposes, or designated as such to avoid an accounting mismatch or to enable performance evaluation where a Company of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Realised and unrealised gains and losses arising from changes in fair value are included in profit or loss in the period in which they arise.

(ii) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost using the effective interest rate method.

(iii) Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the Company's intention to hold these investments to maturity. They are subsequently measured at amortised cost using the effective interest rate method.

(iv) Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are either designated as such or that are not classified in any of the other categories. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments.

(v) Financial liabilities

Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost using the effective interest rate method.

Fair Value

Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm's length transactions, reference to similar instruments and option pricing models.

Impairment

At each reporting date, the Company assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether impairment has arisen. Impairment losses are recognised in the Statement of Profit or Loss and Other Comprehensive Income.

(j) Payables

Liabilities for trade creditors and other amounts are carried at amortised cost which is the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the consolidated entity. The amounts are unsecured and are usually paid within 30 days.

(k) Issued Capital

Ordinary shares are classified as equity.

Costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(l) Employee Benefits

(i) Wages and salaries, annual leave and sick leave

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months of the reporting date are recognised in other payables in respect of employees' services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled.

(ii) Long service leave

The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

(m) Provisions

Provisions for legal claims, service warranties and make good obligations are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Provisions are not recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the reporting date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense

(n) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST except:

• · Where the GST incurred on the purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
• · Receivables and payables in the statement of financial position are shown inclusive of GST.

Note 2: Actual and Proposed Transactions to Arrive at the Pro-Forma Financial Information

The pro-forma financial information has been included for illustrative purposes to reflect the position of GRP Corporation Ltd on the assumption that the following transactions had occurred as at 30 June 2014:

• (a) The consolidation of the existing issued shares of GRP Corporation Ltd from 18,761,095 to based on a 5:1 ratio;
• (b) The issue of 25,000,000 post-consolidation ordinary shares at $0.20 each pursuant to this Prospectus to raise a gross $5,000,000;
• (c) Estimated capital raising expenses of $600,481;
• (d) The issue of 60,000,000 post-consolidation ordinary shares at $0.20 and 40,000,000 performance stock rights at $0.20 to Helpa shareholders as consideration for the Acquisition;
• (e) The issue of 6,000,000 post-consolidation ordinary shares valued at $0.16 to promoters/advisors of the Group;
• (f) The issue of 3,972,781 post-consolidation ordinary shares to lenders creditors and current directors valued at $0.16;
• (g) The issue of 11,183,750 post-consolidation ordinary shares under a Convertible Note agreement valued at $0.16; and
• (h) The issue of 12,863,542 post-consolidation ordinary shares to proposed directors under the Employee Incentive Scheme valued at $0.20.

Note 3: Cash assets

	$
Balance at 30 June 2014	138,350
Add funds in from acquisition of Helpa	729,390
Balance of notes issue less loan repayments/working capital	217,810
Funds raised from Prospectus	5,000,000
Expenses of the issue	(600,481)
	5,485,069

Note: The effect of over/under subscriptions has not been accounted for. In the event that over/under subscriptions occur the Company's total raising would fall between the minimum subscription of $3,000,000 and the maximum oversubscription up to $6,000,000, the pro-forma cash balance and issued capital would be decreased/increased to the extent of the minimum/oversubscription (adjusted for any decrease/increase in prospectus issue costs arising from the minimum/oversubscription).

Note 4: Issued Capital

	$
Issued capital	8,381,093
Adjustments arising from the acquisition of Helpa
Elimination of GRP Corporation Ltd on consolidation	(8,381,093)
Helpa issued capital as at 30 June 2014	2,764,322
Consideration for the acquisition (Note 1 below)	750,444
Shares issued pursuant to capital raising	5,000,000
Share issue costs	(600,481)
Shares issued to lenders, creditors and current directors	635,645
Shares issued for balance of convertible notes	925,368
Shares issued to promoters/ advisors	960,000
Capital raising costs	(960,000)
Shares issued to proposed directors under EmployeeIncentive Scheme	2,572,708
	12,048,006

	GRP CorporationLtd	Pro forma
	30 June 2014	30 June 2014
	No.	No.
Issued capital	18,761,095	18,761,095
Share consolidation (ratio 5:1)	-	(15,008,876)
Consideration shares issued (Note 2 below)	-	60,000,000
Performance stock rights issued, assumed conversion toshares (Note 2 below)	-	40,000,000
Shares issued pursuant to capital raising	-	25,000,000
Shares issued to lenders, creditors and current directors	-	3,972,781
Shares issued under convertible note agreement	-	11,183,750
Shares issued to promoters/ advisors	-	6,000,000
Shares issued to proposed directors under EmployeeIncentive Scheme	-	12,863,542
	18,761,095	162,772,292

Notes

• 1. Consideration of the acquisition. In accordance with reverse asset acquisition accounting principles the consideration is deemed to have been incurred by Helpa in the form of equity instruments issued to GRP Corporation Ltd shareholders. The acquisition date fair value of this consideration has been determined with reference to the fair value of the issued shares of GRP Corporation Ltd immediately prior to settlement of the acquisition and has been determined to be $750,444, based on 3,752,219 post-consolidation shares at a share price of $0.20 per share.
• 1. GRP Corporation Ltd issued 60,000,000 post-consolidation ordinary shares and 40,000,000 performance stock rights to the 100% acquisition of Helpa. The pro-forma transactions have been

based on the assumption 40,000,000 performance stock rights will convert to shares due to the satisfaction of the following milestones:

• (i) 20,000,000 performance stock rights will convert upon Spring.me's native mobile applications for Android and iOS being available for download in the Google Play and Apple Appstore (respectively);
• (ii) 20,000,000 performance stock rights will convert upon Spring.me achieving at least 5,000,000 visitors or more in a calendar month for at least three months to the Spring.me network (including websites, apps and widgets), as determined by reference to Spring.me's Google Analytics account

Note 5: Accumulated Losses

	$
GRP Corporation Ltd accumulated losses at 30 June2014	(8,975,848)
Adjustments arising from the acquisition of Helpa
Elimination of GRP Corporation Ltd accumulated losses
on consolidation	8,975,848
Recognition of Helpa accumulated losses at 30 June
2014	(3,047,257)
Other subsequent net material operating costs incurred	(367,958)
Share based payment expense on payment of creditors	(352,633)
Share based payment expense to proposed directorsunder the Employee Incentive Scheme	(2,572,708)
Excess deemed consideration on acquisition	(481,167)
	(6,821,723)

Note 8: Commitments and Contingent Liabilities

At the date of the report no other material commitments or contingent liabilities exist that we are aware of, other than those disclosed in this Prospectus.

Note 9: Subsequent Events

Subsequent to 30 June 2014, the $230,000 loan from Shareholders in Helpa was subject to a deed variation and release agreement and Helpa repaid $70,000 from the funds received from the convertible note issue, with the balance of $160,000 being forgiven. This and other material subsequent events have been adjusted for in the pro forma financial information.

At the date of this report there have been no other material events subsequent to balance date that we are aware of, not otherwise accounted for or as disclosed in this Prospectus.

12. CORPORATE GOVERNANCE

12.1 ASX Corporate Governance Council Principles and Recommendations

GRP has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with GRP's needs.

To the extent applicable, GRP has adopted The Corporate Governance Principles and Recommendations (3rd Edition) as published by ASX Corporate Governance Council (Recommendations).

The Board seeks, where appropriate, to provide accountability levels that meet or exceed the ASX Corporate Governance Council's Principles and Recommendations.

Details on GRP's corporate governance procedures, policies and practices can be obtained from the Company website at http://www.grpcorporation.com.au.

Board of Directors

The Board is responsible for corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. The goals of the corporate governance processes are to:

• (a) maintain and increase Shareholder value;
• (b) ensure a prudential and ethical basis for the Company's conduct and activities; and
• (c) ensure compliance with the Company's legal and regulatory objectives.

Consistent with these goals, the Board assumes the following responsibilities:

• (a) developing initiatives for profit and asset growth;
• (b) reviewing the corporate, commercial and financial performance of the Company on a regular basis;
• (c) acting on behalf of, and being accountable to, the Shareholders; and
• (d) identifying business risks and implementing actions to manage those risks and corporate systems to assure quality.

The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors' participation in the Board discussions on a fully-informed basis.

Composition of the Board

Election of Board members is substantially the province of the Shareholders in general meeting. However, subject thereto, the Company is committed to the following principles:

• (a) the Board is to comprise Directors with a blend of skills, experience and attributes appropriate for the Company and its business; and
• (b) the principal criterion for the appointment of new Directors is their ability to add value to the Company and its business.

The Board has appointed a Nomination and Remuneration Committee (Committee) and established a Charter for the Committee which includes the identification and recommendation of potential director appointments. Where a casual vacancy arises during the year, the Committee has procedures to select the most suitable candidate with the appropriate experience and expertise to ensure a balanced and effective Board. Any director appointed during the year to fill a casual vacancy or as an addition to the current Board, holds office until the next annual general meeting and is then eligible for re-election by the shareholders.

It is proposed that, whilst there are only three directors of the Company, all directors will be members of the Nomination and Remuneration Committee with Mr Roger Harley to be appointed as the chair of the Committee, if the Transaction is successfully completed.

Ethical standards

The Board is committed to the establishment and maintenance of appropriate ethical standards.

Independent professional advice

Subject to the Chairman's approval (not to be unreasonably withheld), the Directors, at the Company's expense, may obtain independent professional advice on issues arising in the course of their duties.

Remuneration arrangements

The total maximum remuneration of non-executive Directors is initially set by the Constitution and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-executive Directors' remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-executive Director.

Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors.

Trading policy

The Board has adopted a policy that sets out the guidelines on the sale and purchase of securities in the Company by its key management personnel (i.e. Directors and, if applicable, any employees reporting directly to the managing director). The policy generally provides that written notification to the Chairman must be obtained prior to trading.

External audit

The Company in general meetings is responsible for the appointment of the external auditors of the Company, and the Board from time to time will review the scope, performance and fees of those external auditors.

Audit and risk committee

The Board has established an audit and risk committee (Audit and Risk Committee) as part of its Corporate Governance Charter. The Audit and Risk Committee is responsible for ensuring the risks and opportunities are identified on a timely basis. To achieve this, the Audit and Risk Committee will implement a risk system which allows for the regular monitoring of identified risk areas and performance against the activities to minimise or control these identified risks.

The Audit and Risk Committee's purpose is to provide assistance to the Board in fulfilling its corporate governance and monitoring responsibility in relation to the Company's risks associated with the integrity of financial reporting, internal control systems and external audit functions.

It is proposed that, whilst there are only three directors of the Company, all directors will be members of the Audit and Risk Committee with Mr Roger Harley to be appointed as the chair of the Committee, if the Transaction is successfully completed.

Diversity Policy

The Board has adopted a diversity policy which provides a framework for the Company to achieve, amongst other things, a diverse and skilled workforce, a workplace culture characterised by inclusive practices and behaviours for the benefit of all staff, improved employment and career development opportunities for women and a work environment that values and utilises the contributions of employees with diverse backgrounds, experiences and perspectives.

12.2 Departures from Recommendations

Following re-admission to the Official List of ASX, GRP will be required to report any departures from the Recommendations in its annual financial report.

13. MATERIAL CONTRACTS

13.1 Heads of Agreement (as varied) – Acquisition of Spring.me

The Company and Helpa Inc. are party to a Heads of Agreement dated 29 April 2014 in respect of the Merger which was subsequently varied by an Amendment Deed dated 16 October 2014 (HoA). Pursuant to the HoA, the Spring.me Acquisition is to be effected by means of an all scrip offer by the Company to acquire all of Spring.me's fully paid ordinary shares and performance stock rights under the Spring.me Offer equating to a total consideration of $20 million (being 60 million New Shares, 20 million First Performance Rights and 20 million Second Performance Rights to be apportioned between the Spring.me Shareholders pro rata to their holdings in Spring.me. Separate offers under the HoA have already been made by the Company to each Spring.me Shareholder and have been accepted by all Spring.me Shareholders.

The HoA is conditional upon the satisfaction (or waiver) of the following conditions precedent on or before 19 December 2014:

• (a) completion of due diligence by GRP on Spring.me's business, assets and operations, with the results of those diligence enquiries being satisfactory to GRP;

• (b) completion of due diligence by Spring.me on GRP's business, assets and operations, with the results of those diligence enquiries being satisfactory to Spring.me;

• (c) without limiting (b) above:

  • (i) there being no security interests over GRP or any of its assets; and
  • (ii) there being a maximum of $125,000 of creditors of any sort owing by GRP and no other contingent liabilities of any kind other than the costs associated with this transaction;

• (d) those Spring.me Shareholders who hold at least 90% of the outstanding Spring.me Shares accepting the Spring.me Offer within 14 days of the date of the HoA;

• (e) GRP obtaining all required third party and governmental approvals and consents to give effect to the Spring.me Acquisition including any necessary shareholder approvals required by the Corporations Act (and any other applicable law or regulations) and the ASX Listing Rules in relation to the Spring.me Acquisition including any approvals required by GRP to re-comply with the admission and quotation requirements of ASX, including without limitation:

  • (i) ASX Listing Rule 7.1 approval for the issue of the Securities under the Spring.me Offer;
  • (ii) ASX Listing Rule 11 approval authorising a change in the nature and scale of the Company's activities;
  • (iii) approval and execution of a consolidation of the issued share capital of GRP;
  • (iv) approval for the change of name of GRP to "Spring Networks Limited";

• (v) any approvals required to issue 6,000,000 Shares to facilitators of the Spring.me Acquisition; and

• (vi) such other approvals as may be identified and agreed by GRP and Spring.me as a result of due diligence;

• (f) GRP applying for and obtaining approval from ASX to issue the First Performance Stock Rights and Second Performance Stock Rights in accordance with the requirements of the ASX Listing Rules;

• (g) GRP receiving a letter from ASX confirming that ASX will grant conditional re-quotation of the GRP Shares on the Official List of ASX, on terms acceptable to GRP and the Spring.me Shareholders (acting reasonably);

• (h) GRP seeking shareholder approval for establishing a non executive director and employee incentive scheme to attract and retain team members up to 15% of the fully diluted share capital in GRP, post settlement of the Transaction;

• (i) GRP completing a capital raising following the signing of the HoA with professional, sophisticated and other investors not requiring a prospectus to raise up to $1.85 million through the issue of shares at an issue price of $0.16 per share (post Consolidation); and

• (j) GRP preparing this Prospectus to complete an equity raising of at least $3 million, with over subscriptions up to $6 million (or as otherwise mutually agreed), to comply with ASX Listing Rules at an issue price of $0.20 per Share (post Consolidation).

Pursuant to the HOA, the Spring.me Directors also agree to provide, on settlement of the Spring.me Acquisition, signed voluntary restriction agreements relating to the Securities in the Company to be issued to the Spring.me Shareholders with a restriction on trading for a period of 12 months for 25% of such Securities and 24 months for 75% of such Securities from the date of issue of such Securities or, if ASX requires, restriction agreements in accordance with the ASX Listing Rules for any longer required period or greater number of Securities or both.

Under the terms of the HOA, the Company agreed to provide Spring.me with a loan for $1,400,000 (see Section 14.2 below). The Company also agreed to issue 6 million Shares to facilitators of the Spring.me Acquisition (none of which are Directors or Proposed Directors of the Company).

The HOA also contains other representations, warranties and conditions considered standard for an agreement of this nature.

13.2 Facility Agreement (as varied) – GRP and Spring.me

Under the terms of the HOA, the Company and Spring.me entered into a Facility Agreement pursuant to which the Company provided Spring.me with an initial loan of $150,000 for working capital purposes. Contemporaneously with the provision of this initial loan, the Company was obliged to appoint two nominees of Spring.me as directors of the Company.

The HOA also provided that upon the satisfaction of the condition of the HOA that Spring.me Shareholders holding at least 90% of the Spring.me Shares accepted the Spring.me Offer, the Company was obliged to loan Spring.me an amount of up to $1,400,000 (inclusive of the initial loan of $150,000).

Interest is payable on any amounts borrowed pursuant to the Facility Agreement at the rate of 10% per annum. The Facility Agreement is unsecured. In the event the Spring.me Acquisition does not complete, any amounts borrowed under the Facility Agreement are to be repaid to the Company on the earlier to occur of (i) 12 months after the first advance and (ii) the date Spring.me conducts its next capital raising of at least two times the aggregate amount of the advances outstanding at the date of termination of the HOA. The Company also has the election of converting any amount borrowed by Spring.me under the Facility Agreement into shares in Spring.me at the issue price of the last capital raising of over $250,000 in Spring.me.

The Facility Agreement also contains other representations, warranties, events of default and other conditions considered standard for an agreement of this nature.

13.3 Consultancy Agreement – Colin Fabig

On 10 October 2014, the Company entered into a consultancy agreement with Fabulous Futures Pty Ltd and Colin Fabig, proposed Director. The material terms of the consultancy agreement are as follows:

• (a) (Engagement): the Company shall engage Fabulous Futures Pty Ltd as a consultant to the Company on completion of the Spring.me Acquisition, with Colin Fabig as the person nominated to perform the services on behalf of Fabulous Futures Pty Ltd for a term of five years;
• (b) (Services): Fabulous Futures Pty Ltd shall provide consulting services to the Company in relation to the management of the Company's business;
• (c) (Fee): in consideration of the provision of the consulting services, the Company shall provide a fee of $A150,000 per annum (exclusive of GST) which sum shall accrue daily on and from settlement of the Company's acquisition of Helpa Inc. and is payable monthly in arrears unless otherwise agreed; and
• (d) (Termination): the consultancy agreement can be terminated by the Company upon giving 6 months notice, by the Consultant upon giving 3 months notice, or otherwise upon the occurrence of termination events akin to misconduct or incapacity.

13.4 EIS Offer Letter – Colin Fabig

The Company and Colin Fabig, proposed Director are parties to an offer letter whereby the Company offered Mr Fabig a short term incentive bonus of $A50,000 if the Company achieves an annual growth rate of at least 25% for the number of unique browsers to the Spring.me network of websites, apps and widgets (not including any unique browsers from the acquisition of other companies during the period).

The Company has also offered Mr Fabig a long term incentive bonus of 6,381,771 Shares under the EIS, 34% of which vest on the 12 month anniversary of the grant of the Shares, a further 33% vest on the 24 month anniversary and the remaining 33% vest on the 36 month anniversary.

The EIS Shares will be issued at an issue price of $0.20 each and under the terms of the EIS, an interest free loan will be provided by the Company to Mr Fabig for the purchase of the EIS Shares. Such loan will be for a term of five years for the total amount of the subscription price of the EIS Shares and will be repayable at the end of the term.

Colin Fabig has undertaken to the Company that he will not exercise any of his voting rights in respect of the EIS Shares that have not vested, he will not exercise his rights under an entitlement offer to Shareholders (such as a rights issue) in respect of EIS Shares that have not vested and he will promptly repay to the Company, without setoff or counterclaim, any dividends received by him in respect of EIS Shares which have not vested.

Refer to the 2014 Notice of Annual General Meeting for further details of the EIS and the Offer Letter.

13.5 Consultancy Agreement – Ari Klinger

On 10 October 2014, the Company entered into a consultancy agreement with Stop Pty Ltd and Ari Klinger, proposed Director. The material terms of the consultancy agreement are as follows:

• (a) (Engagement): the Company shall engage Stop Pty Ltd as a consultant to the Company on completion of the Spring.me Acquisition, with Ari Klinger as the person nominated to perform the services on behalf of Stop Pty Ltd for a term of five years;
• (b) (Services): Stop Pty Ltd shall provide consulting services to the Company in relation to the management of the Company's business;
• (c) (Fee): in consideration of the provision of the consulting services, the Company shall provide a fee of $A150,000 per annum (exclusive of GST) which sum shall accrue daily on and from settlement of the Company's acquisition of Helpa Inc. and is payable monthly in arrears unless otherwise agreed; and
• (d) (Termination): the Consultancy Agreement can be terminated by the Company upon giving 6 months notice, by Stop Pty Ltd upon giving 3 months notice, or otherwise upon the occurrence of termination events akin to misconduct or incapacity.

13.6 EIS Offer Letter – Ari Klinger

The Company and Ari Klinger, proposed Director are parties to an offer letter whereby the Company offered Mr Klinger a short term incentive bonus of $A50,000 if the Company achieves an annual growth rate of at least 25% for the number of unique browsers to the Spring.me network of websites, apps and widgets (not including any unique browsers from the acquisition of other companies during the period).

The Company has also offered Mr Klinger a long term incentive bonus of 6,381,771 Shares under the EIS, 34% of which vest on the 12 month anniversary of the grant of the Shares, a further 33% vest on the 24 month anniversary and the remaining 33% vest on the 36 month anniversary.

The EIS Shares will be issued at an issue price of $0.20 each and under the terms of the EIS, an interest free loan will be provided by the Company to Mr Klinger for the purchase of the EIS Shares. Such loan will be for a term of five years for the total amount of the subscription price of the EIS Shares and will be repayable at the end of the term.

Ari Klinger has undertaken to the Company that he will not exercise any of his voting rights in respect of the EIS Shares that have not vested, he will not exercise his rights under an entitlement offer to Shareholders (such as a rights issue) in respect of EIS Shares that have not vested and he will promptly repay to the Company, without setoff or counterclaim, any dividends received by him in respect of EIS Shares which have not vested.

Refer to the 2014 Notice of Annual General Meeting for further details of the EIS and the Offer Letter.

13.7 Appointment Letter – Roger Harley

On 9 October 2014, the Company entered into a letter agreement with Roger Harley for his appointment as a non-executive director of the Company upon completion of the Spring.me Acquisition and for such time as Mr Harley will be subject to retirement by rotation under the Constitution (at which time he may be re-elected). Mr Harley will be paid a director's fee of $40,000 per annum and $5,000 per annum for each sub-committee that is a member of and chair. Mr Harley will also be entitled to 100,000 Shares at a deemed issue price of $0.20 each for nil consideration at completion of the Spring.me Acquisition, subject to Shareholder approval being obtained. Further, the Company has agreed to issue Mr Harley 1,595,443 unlisted Options with an exercise price of $0.30 exercisable three years from the date of issue or 30 days following departure from the Board under the EIS to be adopted by the Company (see Section 16.4 below for further details) with 34% of the Options to vest at 12 months, 33% to vest at 24 months and 33% to vest at 30 months.

13.8 Voting Trust Agreement - Spring.me

61 of the Spring.me Shareholders (holding a total of 6,847,353 Spring.me Shares are party to a Voting Trust Agreement dated 28 December 2012 and addendum to Voting Trust agreement signed by Shareholders from February 2013 to March 2014 with Spring.me and General Internet Investors Pty Ltd pursuant to which their Spring.me Shares are transferred to the trustee to be held in trust for the purpose of voting the Spring.me Shares.

Pursuant to the Voting Trust Agreement, the Spring.me Shareholders and the trustee form a voting trust pursuant to which the Spring.me Shareholders retain the entire economic and beneficial ownership rights in their Spring.me Shares except for the rights and powers of the trustee to vote, assent or consent the shares. Further, the trustee shall possess the power to sell or transfer the Spring.me Shares and to enter into agreements and other obligations binding on the Spring.me Shareholders relating to the Spring.me Shares subject to certain conditions. The Voting Trust Agreement shall terminate upon the acquisition of Spring.me by another entity by means of merger or consolidation.

13.9 Joint Lead Manager Mandate – BBY Limited

The Company has entered into a mandate letter with BBY Limited (BBY) pursuant to which BBY has agreed to assist the Company to conduct the Offers (Corporate Adviser Mandate). The Company has agreed to pay BBY:

• (a) a corporate advisory retainer of $10,000 per month plus GST for a 12 month period, subject to the Company being relisted on the Official List of ASX and to BBY having commitments for demand for at least $3,000,000 into GRP for the Public Offer and the total Public Offer raising (BBY and all external parties) being at least $5,000,000 before costs;
• (b) a management fee of $25,000 upon the Company being relisted on the Official List of ASX and BBY having commitments of at least $3,000,000 into GRP Under the Public Offer and the total Public Offer raising (BBY and all external parties) being at least $5,000,000 before costs; and

(c) a capital raising fee of 6% (plus GST) of gross proceeds raised by investors exclusively introduced by BBY under the Public Offer.

Edwin Bulseco, a Director, is an employee of BBY.

13.10 Joint Lead Manager Mandate – DJ Carmichael Pty Ltd

The Company has entered into a mandate letter with DJ Carmichael Pty Limited (DJ Carmichael) pursuant to which DJ Carmichael has agreed to assist the Company to conduct the Offers (DJ Carmichael Mandate). The Company has agreed to pay DJ Carmichael:

• (a) a corporate advisory retainer of $10,000 per month plus GST (or part thereof) payable by the Company to DJ Carmichael, commencing 1 May 2014 subject to the successful completion of the Convertible Note raising.
• (b) a lead manager fee of $120,000 plus GST will be payable by the Company to DJ Carmichael for management of the listing upon the Company successfully being relisted on the Official List of ASX; and
• (c) a capital raising selling fee of 6% plus GST of gross funds raised under the Public Offer by DJ Carmichael will be payable by the Company to DJ Carmichael. Third party fees will be paid to DJ Carmichael from the capital raising selling fee. DJ Carmichael agrees to reimburse 3.8% on funds raised under the Public Offer by existing Spring.me investors (excluding investors introduced by DJ Carmichael in the prior seed capital raise) and by parties introduced by Spring.me Directors, which are subject to DJ Carmichael's compliance identification requirements.

13.11 Unsecured Convertible Note Deed Poll - GRP

The Company is party to an unsecured convertible note deed poll dated 22 May 2014 with various noteholders pursuant to which it has raised $1,825,400 in debt finance through the issue of unlisted convertible notes in the Company (including a total of $36,000 from related parties Mark Rowbottam, Zane Lewis and Allison Bulseco). Each convertible note has a face value of $0.16 and is convertible into one Share, subject to the Company obtaining Shareholder approval for such conversion. The Company is seeking such Shareholder approval at the 2013 Annual General Meeting for the issue of up to 11,408,750 Shares (on a post-Consolidation basis), upon the conversion of the convertible notes. The convertible notes are interest free.

The convertible notes will be converted into Shares within five business days following Shareholder approval being obtained. The convertible notes are effectively debt instruments at present and may not be converted into Shares until Shareholder approval is obtained.

The Company must redeem all convertible notes at their face value which have not converted into Shares within 12 months after the issue of such convertible notes.

14. TERMS OF THE SPRING.ME OFFER

14.1 General Terms

Under the terms of the Spring.me Offer, being the offer by the Company to Spring.me Shareholders, GRP will acquire all of Spring.me's fully paid ordinary shares (and performance stock rights) on the basis of 2.72 Shares for every 1 Spring.me Share held, 2.72 First Performance Stock Rights for each First Spring.me Performance Stock Right held and 2.72 Second Performance Stock Rights for each Second Spring.me Performance Stock Right held.

The Company has offered to acquire 100% of the Spring.me Shares and performance stock rights from the Spring.me Shareholders under the HOA (see Section 14.1 above) on the terms and conditions of the Spring.me Offer.

All of the Spring.me Shareholders have already effectively accepted GRP's offer under the HOA to acquire all of their securities in Spring.me on the terms set out in this Section either personally or under the Voting Trust Agreement summarised in Section 14.8 above. One of the purposes of the Spring.me Offer is to remove any secondary trading restrictions under the Corporations Act which would otherwise apply to the Securities to be issued to the Spring.me Shareholders under this Prospectus.

The Spring.me Offer relates to all Spring.me Securities which exist as at the date of this Prospectus.

The Company will apply to ASX for quotation of the Shares to be issued pursuant to the Spring.me Offer within 7 days after the date of this Prospectus, in accordance with this Prospectus. The Shares to be issued pursuant to the Spring.me Offer will from their date of issue rank equally in all respects with the existing Shares currently on issue.

The Performance Stock Rights offered pursuant to the Spring.me Offer will not be quoted and will be issued on the terms and conditions set out in section 16.3.

14.2 Spring.me Offer Period

Unless withdrawn due to the failure of any of the Conditions set out in section 6.3 of this Prospectus, the Spring.me Offer will remain open for acceptance during the period commencing on the end of the Exposure Period and ending on the Closing Date.

14.3 How to Accept the Spring.me Offer

Spring.me Shareholders may only accept the Spring.me Offer in respect of 100% (and not a lesser proportion) of their Spring.me Securities.

In order to accept the Spring.me Offer, Spring.me Shareholders must complete and sign the Spring.me Acceptance and Transfer Form in accordance with the instructions on the Spring.me Acceptance and Transfer Form and deliver all documents of title in respect of their Spring.me Securities to the Company in accordance with the instructions on the Spring.me Acceptance and Transfer Form before the Closing Date.

The Company may in its sole discretion at any time deem any Spring.me Acceptance and Transfer Form it receives to be a valid acceptance in respect of those Spring.me Securities even if a requirement for acceptance has not been complied with.

Once a Spring.me Shareholder has accepted the Spring.me Offer, they will be unable to revoke their acceptance and the contract resolving from their acceptance is binding on them.

14.4 The Effect of Acceptance

By following the procedures set out in the Spring.me Acceptance and Transfer Form, a Spring.me Shareholder will be deemed to have:

• (a) represented and warranted to GRP that:

  • (i) all of their Spring.me Securities are fully paid up;
  • (i) GRP will acquire good title to, and beneficial ownership of, their Spring.me Securities, free of encumbrances;
  • (ii) the Spring.me Offer and their acceptance of the Spring.me Offer is not unlawful in their place of residence; and
  • (iii) if and when the contract resulting from their acceptance of the Spring.me Offer becomes unconditional (even though GRP has not yet paid or provided the consideration due to them), they irrevocably appoint Spring.me and/or the Company and any nominee of Spring.me and/or the Company as their attorney to:
    • (A) attend and vote in respect of their Spring.me Securities at all general meetings of Spring.me; and
    • (B) execute all forms, notices, documents (including a document appointing a director of GRP as a proxy for any of their Spring.me Securities) and resolutions relating to their Spring.me Securities and generally to exercise all powers and rights which you have as the registered holder of their Spring.me Securities;

• (b) accepted the Spring.me Offer in respect of their Spring.me Securities registered in their name to which the Spring.me Offer relates regardless of the number of Spring.me Securities specified in the Spring.me Acceptance and Transfer Form;

• (c) agreed to transfer their Spring.me Securities to the Company and waive all rights of pre-emption or similar rights they have in respect of the Spring.me Securities held by each other shareholder or rights holder of Spring.me enabling those persons to likewise accept the Spring.me Offer;

• (b) agreed to be bound by the Constitution of GRP on and from the date of issue of the GRP Securities to which you become entitled to by accepting the Spring.me Offer and authorise GRP to place your name on its members' register for those GRP Securities;

• (d) authorised the Company to complete the Spring.me Acceptance and Transfer Form by correcting any errors in or omissions from the Spring.me Acceptance and Transfer Form as may be necessary for the purpose of effecting acceptance of the Spring.me Offer and registering the transfer of their Spring.me Securities;

• (e) independent of any ASX escrow requirements, agreed to a holding lock being placed on your GRP Securities as follows:

  • (i) a restriction on trading for a period of 12 months for 25% of the GRP Securities; and

• (ii) a restriction of trading period of 24 months for 75% of the GRP Securities; and

• (c) agreed to execute a restriction agreement required to be entered into by them under the ASX Listing Rules (Restriction Agreement) in respect of their Spring.me Securities; and

• (d) authorised GRP, as their agent and attorney, and in their name and on their behalf, to:

  • (i) execute, at any time after their acceptance of the Spring.me Offer, all forms, notices and instruments in respect of their Helpa Securities in order to complete the transfer of their Securities to GRP in accordance with the terms of the Spring.me Offer; and
  • (ii) execute, at any time after their acceptance of the Spring.me Offer, any Restriction Agreement and further to complete, amend or alter any schedules to any Restriction Agreement executed by them in order to comply with the escrow restrictions prescribed by ASX.

14.5 The Company's Obligations in respect of Spring.me Securities Acquired

Subject to the Spring.me Offer, the Company will issue the Spring.me Offer Securities to Spring.me Shareholders as soon as is practicable after the 2013 Annual General Meeting. A holding statement for the Spring.me Offer Securities to which a Spring.me Shareholder becomes entitled by accepting the Spring.me Offer will be sent by pre-paid mail to the Spring.me Shareholder's address as shown in the Spring.me Acceptance and Transfer Form.

14.6 Conditions of the Spring.me Offer

The Spring.me Offer and any contract that results from acceptance of the Spring.me Offer are each conditional on all Conditions to the Spring.me Acquisition being satisfied and the Essential Resolutions being passed at the 2013 Annual General Meeting.

Each condition above is a separate, several and distinct condition, operates as a condition subsequent and is for the benefit of the Company alone. The Company may waive any or all of these conditions in its discretion.

The Spring.me Offer is also conditional upon Spring.me Shareholders who hold at least 90% of the Spring.me Securities accepting the Spring.me Offer before the Closing Date.

15. ADDITIONAL MATERIAL INFORMATION

15.1 Litigation

As at the date of this Prospectus, neither GRP nor Spring.me is involved in any material legal proceedings and neither the Directors nor the Proposed Directors are aware of any legal proceedings pending or threatened against GRP or Spring.me.

15.2 Rights and liabilities attaching to GRP Shares (including New Shares)

The New Shares offered under this Prospectus will be fully paid ordinary shares in the issued capital of GRP and will, upon issue, rank equally with all other Shares then on issue.

The rights and liabilities attaching to Shares are regulated by GRP's Constitution, the Corporations Act, the ASX Listing Rules, the ASX Settlement Rules and common law. The following is a summary of the more significant rights and obligations attaching to the Shares (including New Shares). This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Further details of the rights attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company's registered office during normal business hours.

15.2.1 General meetings

Shareholders are entitled to attend and vote at general meetings of the Company, in person, or by proxy, attorney or representative.

For so long as the Company remains a listed entity, Shareholders will be entitled to receive at least 28 days' prior written notice of any proposed general meeting.

Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act and the Constitution.

15.2.2 Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at a general meeting of Shareholders or a class of Shareholders:

• (a) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and
• (b) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him or her, or in respect of which he or she is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid Shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder's name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

15.2.3 Dividend rights

Subject to the rights of any preference Shareholders and to the rights of the holders of any Shares created or raised under any special arrangement as to dividend, the Board may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend which shall be payable on all Shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares. The Board may also from time to time pay to the Shareholders such interim dividends as the Board may determine.

No dividend shall carry interest as against the Company. The Board may set aside out of the profits of the Company any amounts that they may determine as reserves, to be applied at the discretion of the Board, for any purpose for which the profits of the Company may be properly applied.

Subject to the ASX Listing Rules and the Corporations Act, the Company may, by resolution of the Board, implement a dividend reinvestment plan on such terms and conditions as the Board thinks fit and which provides for any dividend which the Board may declare from time to time payable on Shares which are participating Shares in the dividend reinvestment plan, less any amount which the Company shall either pursuant to the Constitution or any law be entitled or obliged to retain, be applied by the Company to the payment of the subscription price of Shares.

15.2.4 Winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he or she considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

The liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other securities in respect of which there is any liability.

15.2.5 Shareholder liability

As the New Shares offered the Prospectus are fully paid shares, they are not subject to any calls for money by the Company and will therefore not become liable for forfeiture.

15.2.6 Transfer of Shares

Generally, Shares are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act or the ASX Listing Rules.

15.2.7 Variation of rights

The rights attaching to Shares may only be varied or cancelled by the sanction of a special resolution passed at a meeting of Shareholders or with the written consent of holders of three quarters of all Shares on issue. A special resolution is passed only where approved by at least 75% of all votes cast (and entitled to be cast) on the resolution at the meeting.

If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the consent in writing of the holders of threequarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

15.2.8 Alteration of Constitution

The Constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting.

15.3 Rights and liabilities attaching to Performance Stock Rights

• (a) (Performance Stock Rights): Each Performance Stock Right is recognised as a security and a share in the capital of GRP.
• (b) (General Meetings): The Performance Stock Rights shall confer on the holder (Holder) the right to receive notices of general meetings and financial reports and accounts of GRP that are circulated to GRP Shareholders. Holders have the right to attend general meetings of GRP Shareholders.
• (c) (No Voting Rights): The Performance Stock Rights do not entitle the Holder to vote on any resolutions proposed at a general meeting of GRP Shareholders, subject to any voting rights under the Corporations Act 2001 (Cth) or the ASX Listing Rules where such rights cannot be excluded by these terms.
• (d) (No Dividend Rights): The Performance Stock Rights do not entitle the Holder to any dividends.
• (e) (No Rights on Winding Up): Upon winding up of GRP, the Performance Stock Rights may not participate in the surplus profits or assets of GRP.
• (f) (Transfer of Performance Stock Rights): The Performance Stock Rights are not transferable.
• (g) (Reorganisation of Capital): In the event that the issued capital of GRP is reconstructed, all rights of a Holder will be changed to the extent necessary to comply with the ASX Listing Rules at the time of reorganisation provided that, subject to compliance with the ASX Listing Rules, following such reorganisation the economic and other rights of the Holder are not diminished or terminated.
• (h) (Application to ASX): The Performance Stock Rights will not be quoted on ASX. Upon conversion of the Performance Stock Rights into GRP Shares in accordance with these terms, GRP must within seven (7) days after the conversion, apply for and use its best endeavours to obtain the official quotation on ASX of the GRP Shares arising from the conversion.
• (i) (Participation in Entitlements and Bonus Issues): Subject always to the rights under item (g) (Reorganisation of Capital), holders of Performance Stock Rights will not be entitled to participate in new issues of capital

offered to holders of GRP Shares such as bonus issues and entitlement issues.

• (j) (Amendments required by ASX): The terms of the Performance Stock Rights may be amended as necessary by the GRP Board in order to comply with the ASX Listing Rules, or any directions of ASX regarding the terms provided that, subject to compliance with the ASX Listing Rules, following such amendment, the economic and other rights of the Holder are not diminished or terminated.
• (k) (No Other Rights): The Performance Stock Rights give the Holders no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

Conversion of the Performance Stock Rights

• (a) (Issue of Performance Stock Rights): The Performance Stock Rights will be issued at the same time as all other consideration under the Spring.me Offer.
• (b) (Milestones): The Performance Stock Rights will convert upon satisfaction of the following milestones:
  • (i) the First Performance Stock Rights will convert upon Spring.me's native mobile applications for Android and iOS being available for download in the Google Play and Apple Appstore (respectively);
  • (ii) the Second Performance Stock Rights will convert upon Spring.me achieving at least 5,000,000 visitors or more in a calendar month for at least three months to the Spring.me network (including websites, apps and widgets), as determined by reference to Spring.me's Google Analytics account

(each referred to as a Milestone).

• (c) (Conversion of Performance Stock Rights): In the event a Milestone is satisfied, all of the Performance Stock Rights relevant to that Milestone held by the Holder will convert into an equal number of GRP Shares.
• (d) (No Conversion if Milestone not Achieved) Any First Performance Stock Right not converted into a GRP Share before 30 June 2015 will lapse. Any Second Performance Stock Right not converted into a GRP Share before 30 June 2016 will lapse.
• (e) (After Conversion) The GRP Shares issued on conversion of the Performance Stock Rights will, as and from 5.00pm (WST) on the date of issue, rank equally with and confer rights identical with all other GRP Shares then on issue and application will be made by GRP to ASX for official quotation of the GRP Shares issued upon conversion.
• (f) (Conversion Procedure) GRP will issue the Holder with a new holding statement for the GRP Shares as soon as practicable following the conversion of the Performance Stock Rights into GRP Shares.

(g) (Ranking of Shares) The GRP Shares into which the Performance Stock Rights will convert will rank pari passu in all respects with the GRP Shares on issue at the date of conversion.

15.4 Adoption of Employee Incentive Scheme

Shareholder approval is being sought at the 2014 Annual General Meeting for the Company to adopt an Employee Incentive Scheme (EIS).

A summary of the terms and conditions of the EIS is set out below:

• (a) The EIS will be open to EIS Eligible Persons.
• (b) Under the EIS, the Directors, at their discretion may offer Shares in the Company or Options to acquire Shares in the Company to EIS Eligible Persons. However, approval of Shareholders under ASX Listing Rule 10.14 will still be required each time the Company proposes to issue Shares and/or Options under the EIS to a Director, or to anyone whose relationship with the Company is such that the ASX considers approval is necessary.
• (c) The Shares issued under the EIS have the same rights as other Shares in the Company subject to restrictions on transfer, which apply where a Loan made by the Company remains unpaid or if the shares are issued subject to a Qualifying Period (as defined below).
• (d) The subscription price for Shares will be the Market Value of the Shares on the day of offer or any other date that the Directors determine (having regard to all applicable laws) i.e. the weighted average of the prices at which the Shares were traded in the five business days prior to the offer or such other date determined by the Directors (Market Value).
• (e) The Company at the time of making an offer to purchase Shares may also provide a Loan to assist with purchase of those Shares. Unless otherwise specified in the offer document the terms of the Loan will be as follows:
  • the Loan will be interest free and for a term of five years;
  • the Loan will be immediately repayable if:
    • o the EIS Participant:
      • becomes insolvent or bankrupt;
      • perpetuates a fraud against the Company; or
      • breaches the rules of the EIS;
      • ceases to be an EIS Eligible Person, and the Shares are subject to a Qualifying Period (as defined below),

in which case the Company must buy-back the Shares at the issue price and after costs, apply the sale proceeds to repay the outstanding amounts of the Loan. Any shortfall between the Loan amount still owing and the proceeds of the sale will not need to be made good by the EIS Participant;

• o the:
  • EIS Participant ceases to be an EIS Eligible Person, but the Shares are not subject to a Qualifying Period (as

defined below);

• term of the Loan expires,

in which case the Company may sell and transfer the Shares or buy the Shares back at the Market Value and after costs apply the sale proceeds to repay the outstanding amount of the Loan. Any shortfall between the Loan amount still owing and the proceeds of the sale will not need to be made good by the EIS Participant. Any surplus will be paid to the EIS Participant; and

• o there is a takeover offer for shares (as defined in the EIS rules).
• (f) While an offer to take up Shares under the EIS will be at Market Value, the incentive for EIS Eligible Persons to accept the offer is the granting of an interest free Loan to fund all or part of the purchase price.
• (g) In certain circumstances, the Directors may specify in an offer to an EIS Eligible Person that:
  • Some or all of the Shares or Options (as applicable) are subject to a Vesting Condition and may not be transferred until they are vested; and/or
  • the EIS Eligible Person may not transfer the Shares or exercise the Options (as applicable) for a certain period of time

(Qualifying Period).

• (h) Options offered under the EIS are issued for no consideration. Options will be exercisable at the price specified in the offer. However, the exercise price will be not less than the Market Value (as defined above). The term of any Option cannot be more than five years.
• (i) Options cannot be exercised in any Qualifying Period specified in the offer or in certain circumstances (e.g. the participant ceases to be employed by the Company).
• (j) The total number of Shares issued pursuant to the EIS (including on exercise of an Option issued pursuant to the EIS) or any other employee share scheme of the Company in respect of the issue of Shares or grant of Options over a period of five consecutive years will not exceed 15% of the total issued Shares of the Company, however the 15% limit shall exclude expired or renounced Options.
• (k) Options issued under the EIS will not be listed for quotation on any stock exchange.
• (l) In the event of a reconstruction of the Company's issued capital, the number of Options will be reconstructed in a manner so as to ensure that Option holders do not receive a benefit which is not also received by Shareholders of the Company and in accordance with the ASX Listing Rules.
• (m) In the event of a takeover offer for Shares in the Company, the Company will use its reasonable endeavours to procure that an offer or invitation is also made to Option holders. If this cannot be procured, then Option holders will have the right to exercise their

Options irrespective of any Qualifying Period or other limitations.

• (n) An Option holder cannot participate in new issues of securities of the Company without first exercising the Option.
• (o) By accepting an offer of Shares or Options in accordance with the EIS, a participant agrees to be bound by the rules of the EIS or other conditions contained in the offer document.
• (p) The EIS must comply with the requirements under the ASX Listing Rules and the Corporations Act from time to time.
• (q) Any amendment to the EIS rules will also be subject to the requirements of the ASX Listing Rules and the Corporations Act from time to time.
• (r) The EIS may only be amended by a resolution of the shareholders of the Company.

A full copy of the EIS Rules is available on request by contacting the Company Secretary.

15.5 Interests of Directors and Proposed Directors

Other than as set out in this Prospectus, no Director or Proposed Director holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

• (a) the formation or promotion of GRP;
• (b) any property acquired or proposed to be acquired by GRP in connection with:
  • (i) its formation or promotion; or
  • (ii) any of the Offers; or
• (c) any of the Offers,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to a Director or Proposed Director:

• (a) as an inducement to become, or to qualify as, a Director; or
• (b) for services provided in connection with:
  • (i) the formation or promotion of GRP; or
  • (ii) any of the Offers.

15.6 Interests of Experts and Advisers

Other than as set out below or elsewhere in this Prospectus, no:

• (a) person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;
• (b) promoter of GRP; or

(c) underwriter (but not a sub-underwriter) to any Offer or a financial services licensee named in this Prospectus as a financial services licensee involved in any Offer,

holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

• (a) the formation or promotion of GRP;
• (b) any property acquired or proposed to be acquired by GRP in connection with:
  • (i) its formation or promotion; or
  • (ii) any of the Offers; or
  • (iii) any of the Offers,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of those persons for services provided in connection with:

• (a) the formation or promotion of GRP; or
• (b) any of the Offers.

DJ Carmichael Pty Limited has acted as Joint Lead Manager for the Company in relation to the Public Offer. GRP estimates it will pay DJ Carmichael Pty Limited a total of approximately $240,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, DJ Carmichael Pty Limited has received $110,859 from GRP for their services.

BBY Limited has acted as Joint Lead Manager for the Company in relation to the Public Offer. GRP estimates it will pay BBY Limited a total of approximately $205,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, BBY Limited has not received any fees from GRP for their services.

Bentleys (WA) Pty Ltd have acted as Investigating Accountant of GRP and has prepared the Investigating Accountant's Report which is included in Section 11 of this Prospectus. GRP estimates it will pay Bentleys (WA) Pty Ltd a total of $6,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Bentleys (WA) Pty Ltd has not received any fees from GRP for their services.

Hall Chadwick Pty Ltd have acted as auditor of GRP. During the 24 months preceding lodgement of this Prospectus with the ASIC, Hall Chadwick Pty Ltd has received $36,415 from GRP for their services.

Steinepreis Paganin has acted as the solicitors to GRP in relation to the Offers. GRP estimates it will pay Steinepreis Paganin $70,000 (excluding GST) for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin has received fees of $60,755 (excluding GST) from GRP for legal services.

15.7 Consents

• (a) Other than as set out below, each of the parties referred to in this Section 15.7:
  • (i) does not make, or purport to make, any statement in this Prospectus, nor is any statement in this Prospectus based on any statement by the relevant party;
  • (ii) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of the party; and
  • (iii) did not authorise or cause the issue of all or any part of this Prospectus.
• (b) Steinepreis Paganin has given and has not, before lodgement of this Prospectus with ASIC, withdrawn its consent to be named in this Prospectus as Australian lawyers to GRP in relation to the Offers.
• (c) Hall Chadwick Pty Ltd has given its written consent to being named as auditor of the Company in this Prospectus and to the inclusion of the audited financial numbers for the Company in the Investigating Accountant's Report in Section 11 of this Prospectus in the form and context in which the information is included. Hall Chadwick Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with ASIC.
• (d) Elliott House Partners has given its written consent to being named as auditor of Spring.me in this Prospectus and to the inclusion of the audited financial numbers for Spring.me in the Investigating Accountant's Report in Section 11 of this Prospectus in the form and context in which the information is included. Elliott House Partners has not withdrawn its consent prior to lodgement of this Prospectus with ASIC.
• (e) Link Market Services Limited has given its written consent to being named as share registry of the Company in this Prospectus. Link Market Services Limited has not withdrawn its consent prior to lodgement of this Prospectus with ASIC.
• (f) Bentleys (WA) Pty Ltd has given its written consent to being named as Investigating Accountant in this Prospectus and to the inclusion of the Investigating Accountant's Report in Section 11 of this Prospectus in the form and context in which the information and reports are included. Bentleys (WA) Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.
• (g) DJ Carmichael Pty Limited has given and has not, before lodgement of this Prospectus with ASIC, withdrawn its consent to be named in this Prospectus as financial and corporate adviser to GRP and lead manager to the Public Offer in the form and context in which it is named. DJ Carmichael Pty Limited has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.
• (h) BBY Limited has given and has not, before lodgement of this Prospectus with ASIC, withdrawn its consent to be named in this Prospectus as

financial and corporate adviser to GRP and lead manager to the Public Offer in the form and context in which it is named. BBY Limited has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

15.8 Expenses of the Offers

The total expenses of the Offers (excluding GST) are estimated to be approximately $600,481 (assuming full subscription under the Public Offer) and are expected to be applied towards the items set out in the table below:

Item of Expenditure	$3,000,000MinimumSubscriptionunder PublicOffer($)	$5,000,000 FullSubscriptionunder PublicOffer($)	$6,000,000 FullOversubscriptionsunder Public Offer($)
ASIC fees	2,290	2,290	2,290
ASX fees	71,066	73,191	74,107
Capital raising fees	325,000	445,000	505,000
Legal fees	70,000	70,000	70,000
InvestigatingAccountant's Fees	7,000	7,000	7,000
Printing andDistribution	3,000	3,000	3,000
TOTAL	478,356	600,481	661,397

15.9 Continuous disclosure obligations

The Company is a "disclosing entity" (as defined in Section 111AC of the Corporations Act) and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company will continue to be required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company's securities

Price sensitive information will be publicly released through ASX before it is disclosed to shareholders and market participants. Distribution of other information to shareholders and market participants will also be managed through disclosure to the ASX. In addition, GRP will post this information on its website after the ASX confirms an announcement has been made, with the aim of making the information readily accessible to the widest audience.

15.10 Governing law

Each of the Offers and the contracts formed on return of an Application Form are governed by the laws applicable in Western Australia, Australia. Each person who applies for New Shares and Performance Stock Rights pursuant to this Prospectus submits to the non-exclusive jurisdiction of the courts of Western Australia, Australia, and the relevant appellate courts.

16. DIRECTORS' AUTHORISATION

This Prospectus is issued by GRP and its issue has been authorised by a resolution of the Directors.

In accordance with section 720 of the Corporations Act, each Director and Proposed Director has consented, and as at the date of this Prospectus has not withdrawn his consent, to the lodgement of this Prospectus with the ASIC.

Mark Rowbottam Non-Executive Chairman For and on behalf of GRP Corporation Limited

_______________________________

17. GLOSSARY AND INTERPRETATION

17.1 Definitions

Unless the context requires otherwise, where the following terms are used in this Prospectus, they have the following meanings:

$ means an Australian dollar.

2013 Annual General Meeting means the annual general meeting of GRP to be held on 22 October 2014, which seeks Shareholder approval for the matters set out in the Notice of Meeting (including the Essential Resolutions).

2013 Notice of Meeting means the Notice of Annual General Meeting and Explanatory Statement of GRP in relation to the 2013 Annual General Meeting.

2014 Annual General Meeting means the annual general meeting of GRP to be held on 27 November 2014, which seeks Shareholder approval for the matters set out in the 2014 Notice of Meeting.

2014 Notice of Meeting means the Notice of Annual General Meeting and Explanatory Statement of GRP in relation to the 2014 Annual General Meeting.

Application means an application for Securities made on an Application Form.

Application Form means a Public Offer Application form or Spring.me Acceptance and Transfer Form attached to or accompanying this Prospectus relating to an Offer.

ASIC means Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it as the context requires.

ASX Listing Rules means the official listing rules of ASX.

ASX Settlement Corporation means ASX Settlement Pty Ltd (ACN 008 504 532).

ASX Settlement Operating Rules means the operating rules of the ASX Settlement Facility (as defined in Rule 1.1.1 and Rule 1.1.2 of the ASX Settlement Operating Rules) in accordance with Rule 1.2 which govern, inter alia, the administration of the CHESS subregisters.

Board means the board of Directors as constituted from time to time.

Closing Date means the closing date of the Offers as set out in the indicative timetable in Section 3 of this Prospectus (subject to GRP reserving the right to extend the Closing Date or close the Offers early).

Company or GRP means GRP Corporation Limited (ACN 096 781 716) or the Merged Group as the context requires.

Conditions means the conditions to the Offers set out in Section 7.2 of this Prospectus.

Consolidation means a 1:5 consolidation of Shares for which Shareholder approval is being sought at the Annual General Meeting.

Constitution means the constitution of GRP.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of GRP as at the date of this Prospectus.

Essential Resolutions means those Shareholder resolutions referred to in Section 6.3 of this Prospectus and to be considered at the Annual General Meeting, as described in further detail in the Notice of Meeting.

Exposure Period means the period of 7 days after the date of lodgement of this Prospectus, which period may be extended by the ASIC by not more than 7 days pursuant to Section 727(3) of the Corporations Act.

First Performance Stock Right means a performance stock right issued on the terms and conditions set out in Section 16.3.

Foreign Spring.me Shareholder means any Spring.me Shareholder whose address as shown in Spring.me's register of members is in a jurisdiction outside Australia (and its external territories)

Lead Managers means DJ Carmichael Pty Ltd and BBY Limited.

Member means a User who has an account or is registered on the Spring.me network of websites and apps.

Merged Group means GRP and its subsidiaries after successful completion of the Spring.me Acquisition, including without limitation Spring.me.

Merger means the merger of GRP and Spring.me upon successful completion of the Transaction.

Minimum Subscription means GRP receiving Valid Applications for 15,000,000 New Shares under the Public Offer to raise $3,000,000.

New Share means a Share issued, on a post Consolidation basis, pursuant to this Prospectus.

Offers means, collectively, the Public Offer and the Spring.me Offer, and Offer means any of them, as the case requires.

Official List means the official list of ASX.

Official Quotation means official quotation by ASX in accordance with the ASX Listing Rules.

Optionholder means a holder of one or more Options.

Performance Stock Rights means First Performance Stock Rights and Second Performance Stock Rights.

Prospectus means this prospectus.

Proposed Directors means Messrs Colin Fabig, Ari Klinger, and Roger Harley.

Public Authority means any government or governmental, semi-governmental, administrative, statutory, fiscal, or judicial body, entity, authority, agency, tribunal, department, commission, office, instrumentality, agency or organisation (including any minister or delegate of any of the foregoing), any self-regulatory organisation established under statute and any recognised securities exchange (including without limitation ASX), in each case whether in Australia or elsewhere.

Public Offer means the offer of Shares to the public pursuant to this Prospectus as set out in Section 7.1.1.

Public Offer Application Form means the Public Offer application form attached to or accompanying this Prospectus relating to the Public Offer.

Second Performance Stock Rights means a performance stock right issued on the terms and conditions set out in Section 16.3.

Section means a section of this Prospectus.

Securities means the New Shares and Performance Stock Rights offered pursuant to this Prospectus.

Share or GRP Share means a fully paid ordinary share in the capital of GRP.

Shareholder means a holder of one or more Shares.

Share Registry means Advanced Share Registry Ltd

Spring.me means Helpa Inc. an unlisted public company incorporated in the United States of America

Spring.me Acceptance and Transfer Form means the Spring.me Offer acceptance and transfer form accompanying this Prospectus relating to the Spring.me Offer.

Spring.me Acquisition means the acquisition of Spring.me by GRP under the Spring.me Offer.

Spring.me Board means the board of directors of Spring.me as at the date of this Prospectus.

Spring.me Group means Spring.me and its Subsidiaries.

Spring.me Offer means the offer of Shares and Performance Stock Rights to Spring.me Shareholders under this Prospectus set out in Section 7.1.2.

Spring.me Performance Stock Rights means the first and second performance stock rights in the issued capital of Spring.me.

Spring.me Rightholder means a holder of one or more Spring.me Performance Stock Rights.

Spring.me Securities means Spring.me Performance Stock Rights and Spring.me Shares.

Spring.me Share means a fully paid ordinary share in the issued capital of Spring.me.

Spring.me Shareholder means a holder of one or more Spring.me Shares.

Transaction means, collectively, the approval of all Essential Resolutions at the Annual General Meeting, the Spring.me Acquisition, the Public Offer, the Spring.me Offer and the Consolidation.

User means a Visitor who has an interaction (such as browsing content, contributing content, sharing content or taking an action such as smiling/liking content) on the Spring.me network of websites and apps.

Valid Application means a valid and complete application to subscribe for New Shares under the Public Offer, accompanied by the appropriate application money in full.

Visitor means unique browsers. When referencing Visitors or visits to Spring.me, Visitors means visitors to the Spring.me network of websites, apps and widgets as determined by reference to the Spring.me Google Analytics account.

WST means Western Standard Time as observed in Perth, Western Australia.

17.2 Interpretation

Unless the contrary intention appears, the following rules apply in interpreting this Prospectus:

• (a) words or phrases defined in the Corporations Act have the same meaning in this Prospectus;
• (b) a reference to legislation, code or other law includes regulations and other instruments under it and consolidations, amendments, reenactments or replacements of any of them;
• (c) the singular includes the plural and vice versa;
• (d) the word "person" includes an individual, a firm, a body corporate, a partnership, a joint venture, an unincorporated body or association, or any government agency;
• (e) a reference to Australian dollars, AUD, $ or dollars is to the lawful currency of the Commonwealth of Australia; and
• (f) a reference to time is to WST.