REDCASTLE RESOURCES LIMITED — M&A Activity 2014

Apr 28, 2014

Suite 2, 16 Ord Street West Perth WA 6005 ABN 57 096 781 716 PH: +61 (0)8 9429 2900 FX: +61 (0)8 9486 1011

**GRP

Corporation Limited**

ASX / MEDIA RELEASE 29[th] April 2014

GRP CORPORATION TO ACQUIRE SPRINGME SOCIAL MEDIA NETWORK

HIGHLIGHTS

• GRP Corporation signs Agreement to acquire US Company Helpa Inc and its established global Social Media Network, Spring.me

• Established network with over 4 million visits per month across more than 20 countries

• New features, content and applications to generate significant growth and raise awareness

• Revenue source will include advertising, data and premium consumer services

• Management team with a wealth of industry experience

The Board of GRP Corporation Limited (ASX: GRP ) (‘GRP Corporation or ‘the Company’) today signed a binding Agreement with Helpa Inc (‘Helpa’) agreeing to acquire 100% of the issued shares in Helpa (“Agreement”) by offers to its shareholders, and acquiring the established global social media business Spring.me.

Spring.me is a question and answer based social network that helps members meet new people, express themselves and expand their lives. On the Spring.me network, members from around the world post, comment, question, respond, like, smile, share, flirt, meet, date with friends, followers or other Spring.me members via multiple media feeds they can browse through on the web, mobile or tablet.

Helpa Inc is a USA company, with team members operating from Sydney and focused on the development of the Spring.me social media network.

The current directors of Helpa are:

Colin Fabig, Co-founder and Chairman

• Founded numerous internet companies in South Africa, incl. Webmail (sold to Interface) & EasyInfo (sold to Primedia)

• Launched The Gadget Factory – achieved 51st most trafficked global site in 2000 (15m visitors/month)

• Co-founded and sold iMega in 2006 for an EV of ~$40m

• Co-founded Jump On It/LivingSocial Australia, built to a revenue run rate of ~$100m within 24 months and sold to Living Social (USA)

Ari Klinger, Co-founder and Director

• Co-founded and sold iMega in 2006 (US media network, 30m+ visitors/month)

• Co-founded OMG (Australia’s largest network of websites) in 2008 and sold to Fairfax Media

• Partner at investment firm Right Click Capital and early stage investor Sydney Seed Fund

• Co-founder of Internet DealBook, mentor at Founder Institute (Sydney) and JFDI (Singapore)

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Keith O’Brien (CEO)

• Deep digital experience developing and launching consumer entertainment in the UK, Europe and Australia

• 3 years as head of content and digital marketing at Samsung Electronics Ltd (UK)

• 5 years as head of content at Vodafone UK and Australia

• 5 years developing mobile services at O2 Plc and British Telecom Plc

Matt Cudworth (CTO)

• Experience across a range of corporate and start-up environments leading world class technology teams

• CTO of Styletread, Australia’s leading online shoe store (over $15m of funding from leading local and international VCs)

• Co-founder/CTO of Yeahpoint, led company through multiple funding rounds to Toshiba’s strategic investment

• CTO Operational Services – Dimension Data (over 130 people in the team)

GRP Corporation director Mark Rowbottam said “Acquiring Helpa, and its associated Spring.me social network provides a significant opportunity for the shareholders of both GRP Corporation and Helpa. The GRP Board is very pleased with the Agreement and look forward to working with the Helpa team to complete the Transaction.”

As a part of the transaction, GRP Corporation (to be renamed “Spring Networks Limited”) plans to raise up to $6 million under a prospectus and seek re-admission to the ASX.

THE SPRINGME BUSINESS

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SUMMARY OF THE TERMS

GRP Corporation, on the receipt of all relevant approvals, will acquire all of the issued capital of Helpa in consideration for the issue to the vendors of (following a 5:1 consolidation in GRP Corporation):

• 60,000,000 ordinary fully paid shares of GRP Corporation;

• 20,000,000 performance stock rights to receive fully paid ordinary shares in GRP at a deemed issue price of $0.20 each subject to Spring.me’s native mobile applications for Android and iOS being available for download in the Google Play and Apple Appstore (respectively) which must occur by June 30, 2015; and,

• 20,000,000 performance stock rights to receive fully paid ordinary shares in GRP at a deemed issue price of $0.20 each subject to Spring.me’s achieving at least 5,000,000 visitors or more in a calendar month for at least three months to the Spring.me network.

The acquisition of Helpa is subject to the following conditions precedent (to be satisfied or waived by 1 November 2014):

• satisfactory completion of bilateral due diligence;

• the Shareholders of GRP Corporation approving:

  • the acquisition of Helpa;

  • consolidation of the issued capital of GRP on a 5:1 basis post debt to equity conversion;

  • there being no security interest over GRP or any of its assets;

  • there being a maximum of $125,000 of creditors or any sort owing by GRP;

  • those Shareholders who hold at least 90% of the outstanding Helpa shares accepting the Offer within 14 days of the date of this Agreement;

  • approval for the change of name of GRP to “Spring Networks Limited”;

  • GRP seeking shareholder approval for establishing a non-executive director and employee incentive scheme up to 15% of the fully diluted share capital in GRP, post Settlement; and

  • all other required regulatory approvals required under the Corporations Act and the Listing Rules,

• GRP completing a capital raising following the signing of the Heads of Agreement with professional, sophisticated to raise up to $1.5 million through the issue of shares;

• GRP preparing a prospectus to raise not less than A$3 million;

• ASX providing conditional approval for re-admission to the official list of ASX;

The Company intends to convene a shareholders’ meeting in the near future to seek the necessary approvals. Additional terms of the transaction are as follows:

• GRP shall provide $1,100,000 Loan to Helpa. The initial $150,000 will be advanced within 10 business days of the Heads of Agreement, $475,000 of this loan will be advanced within 30 business days of the date of this Heads of Agreement and the final $475,000 of this loan will be advanced within 50 business days of the date of this Heads of Agreement;

• GRP shall appoint two Helpa nominees to the board of GRP and all but two directors of GRP must resign.

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Further details of the transaction and consideration will be set out in the Notice of Meeting sent out to shareholders to consider and approve the Transaction at a meeting to be held at the earliest opportunity.

FURTHER INFORMATION

Shareholders / Investors

Mark Rowbottam

Non-Executive Chairman GRP Corporation Limited

• E : mark@allegracorp.com T : 0411 886 084

Colin Fabig

Chairman Helpa Inc E : colin@springme.com T : 0420 302 072

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