Exhibit 4.6 


 


Form 51-102F3


 


MATERIAL CHANGE REPORT


 


	Item 1:		Name and Address of Company



 


RESAAS SERVICES INC. (“RESAAS”)

#303 – 55 Water Street

Vancouver, British Columbia V6B 1A1

Tel: (778) 996-9544


 


	Item 2:		Date of Material Change



 


July 30, 2014


 


	Item 3:		News Release



 


A news release was disseminated
on July 30, 2014 by way of Filings Services Canada and has been filed with the CSE and on SEDAR.


 


	Item 4:	Summary of Material Change



 


RESAAS announced the closing on
July 30, 2014 of a non-brokered private placement (the “Private Placement”) that raised gross proceeds of $4,005,802.65
through the sale of an aggregate of 1,570,903 (the “Units”) at $2.55 per Unit. Each Unit consists of one common share
of RESAAS and one warrant exercisable to purchase one additional common share of RESAAS at an exercise price of $3.00 per share
until January 30, 2016, being 18 months after the closing date of the Private Placement. The Private Placement was previously announced
by RESAAS in a news release dated July 17, 2014.


 


	Item 5:	Full Description of Material Change



 


See Schedule “A”.


 


	Item 6:	Reliance on subsection 7.1(2) or (3) of National Instrument
51-102



 


Not applicable.


 


	Item 7:	Omitted Information



 


None


 


	Item 8:	Executive Officer



 


For further information, please contact:


Cam Shippit, CFO, Secretary and Director


Telephone: (778) 996-9544


 


	Item 9:	Date of Report



 


July 30, 2014


 




    	 



    	 



    

 


Schedule “A”


This news release is not an offer of
the securities for sale in the United States. The securities being offered have not been registered under the United States Securities
Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons
absent registration or an applicable exemption from registration.


 





 


RESAAS Closes Private Placement of Units


 


Vancouver, BC (July 30 2014) - RESAAS
Services Inc. (CSE:RSS) (the “Company” or “RESAAS”), The Real Estate Social NetworkTM,
announces that further to its press release dated July 17, 2014, it has now closed a non-brokered private placement of units by
which it raised gross proceeds of $4,005,802.65.


 


The offering consists of units at a price
of $2.55. Each unit consists of one common share and one warrant exercisable to purchase one additional common share at a price
of $3.00 per share for a period of 18 months after the closing date.


 


The Company plans to use the proceeds from
the private placement for general working capital purposes.


 


About RESAAS SERVICES INC.


 


RESAAS
is an Enterprise Social and Global Referral Network for licensed Real Estate Agents, REALTORS®, Brokers, Franchises and Associations.
RESAAS’ powerful reblasts® engine automatically converts real estate activity into social marketable content, which
is also pushed out to other social networks, to generate leads. Visit www.resaas.com.


 


On Behalf of RESAAS 


 


Cameron Shippit


CFO, Director


RESAAS Services Inc.


Telephone: (778) 996-9544; Email: cam.shippit@resaas.com


 


Investor Relations


 


Michael Koehler or Matt Glover


Liolios Group Inc.


Telephone: (949) 574-3860; Email: RESAAS@liolios.com


 


The CSE has not reviewed, approved or
disapproved the content of this press release. 


 


Forward-Looking Information:


 


This press release and the Company’s
website referenced herein may include forward-looking information within the meaning of Canadian securities legislation concerning
the Company’s technology platform. Forward-looking information is based on certain key expectations and assumptions made
by RESAAS’ management, including future plans for the design and development of the company’s technology platform.
Although RESAAS believes that the expectations and assumptions on which such forward-looking information is based are reasonable,
undue reliance should not be placed on the forward-looking information because RESAAS can give no assurance that they will prove
to be correct. Forward-looking statements contained in this press release are made as of the date of this press release. RESAAS
disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information,
future events or results or otherwise, other than as required by applicable securities laws.