Innovative Content Marketing Platform

TO BE ACQUIRED BY MONTO MINERALS IN CONJUNCTION WITH A$5M EQUITY RAISING

ShareRoot Inc. ('ShareRoot') is seeking to list on the ASX via a reverse takeover of ShareRoot ('Acquisition') by Monto Minerals (ASX: MOO)

ShareRoot is a Silicon Valley based company that has created a SaaS platform that gives brands the ability to efficiently source and transfer legal ownership of 'user generated content' ('UGC') from various social channels, including Instagram, Twitter and Facebook

Contemporaneously with the Acquisition, Monto Minerals (which is to be renamed 'ShareRoot Limited') will undertake an equity issue of up to 100m shares at an issue price of A$0.05 per (post consolidation basis) share to raise up to A$5.0m ('Offer'). The proceeds of the Offer will be used to fund accelerated sales and marketing activities and working capital

Investors in the $5m Offer will receive 1 attaching listed option for every two shares subscribed for (exercise price $0.05, expiry 30 December 2017)

Foster Stockbroking Pty Ltd has been appointed as Lead Manager to the Offer

Following approval by Monto Minerals shareholders to proceed with the Acquisition (expected to be obtained late November) and re-compliance with Ch 1 and 2 of the ASX Listing Rules, ShareRoot is expected to list on the ASX in December 2015 with an indicative market cap of ~A$15m and cash of ~A$5m

Board of directors to include Noah Abelson, Mark Angelone, James Allchurch and one additional director to be confirmed

CAPITAL STRUCTURE

1. This assumes that the maximum subscription of A$5 million is raised under the Offer.

2. Options including:

   • Unlisted broker options ($0.05, 5 years, escrowed for 2 years) - 17,500,000

   • Unlisted other consultant advisor/consulting options - 3,500,000

   • 1 attaching listed option for every 2 shares ($0.05, 30 December 2017) - 50,000,000 as part of the capital raising

   • Listed options (0.11c pre consolidation, 30 December 2017) - 244,832,948 (pre consolidation)

3. 120m Performance Rights to ShareRoot management based on the following milestones:

   • Tranche 1 - 2 year period, 30m performance shares will vest upon contracted 6 month revenue exceeding A$1m (ie A$2m annualised contracted revenue).

   • Tranche 2 - 3 year period, 30m performance shares will vest upon 30 day VWAP exceeding $0.10 AND 100 signed and paying customers

   • Tranche 3 - 5 year period, 30m performance shares will vest upon 30 day VWAP exceeding $0.20 AND contracted 6 month revenue exceeding A$3m (ie A$6m annualised contracted revenue).

   • Tranche 4 - 5 year period, 30m performance shares will vest upon 30 day VWAP exceeding $0.20 AND contracted 6 month EBITDA exceeding A$1m (i.e. A$2m annualised contracted EBITDA)

1. Please note that this table is an estimate of the proposed Use of Funds and subject to change.

2. The consolidation ratio is 45:1 3

   
   

   Estimated 1.8 Billion internet users using one or more social media platforms globally

   Revenue from Social Networks ~$15 Billion in 2014

   ShareRoot is a Silicon Valley based company

   positioning itself for the future of Social Media expansion - User Generated Content (UGC)

   ShareRoot's innovative Software-as-a-Service (SaaS) platform allows businesses to easily source high quality User Generated Content and transfer legal ownership of content- allowing them to drive sales and increase brand awareness

   To date ShareRoot has serviced nearly 100 clients

   including:

   • McDonalds

   • Costco

   • Quicken Loans

   • eBay (StubHub)

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