Exhibit 4.2


 





 


RESAAS SERVICES INC.


 


Annual Information Form


 


For the
year ended


December
31, 2014


 


#303 – 55 Water Street


Vancouver, British Columbia V6B 1A1


Tel: 604.558.2929


Website: www.RESAAS.com


 


May 11, 2015


 




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TABLE OF CONTENTS


 


	PRELIMINARY NOTES	1
	 	 
	CORPORATE STRUCTURE	3
	 	 
	DESCRIPTION OF BUSINESS	3
	 	 
	GENERAL DEVELOPMENT OF THE BUSINESS	21
	 	 
	RISK FACTORS	21
	 	 
	DIVIDENDS AND DISTRIBUTIONS	32
	 	 
	DESCRIPTION OF CAPITAL STRUCTURE	33
	 	 
	MARKET FOR SECURITIES	34
	 	 
	ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER	35
	 	 
	DIRECTORS AND OFFICERS	35
	 	 
	PROMOTERS	38
	 	 
	LEGAL PROCEEDINGS AND REGULATORY ACTIONS	38
	 	 
	Regulatory Actions	38
	 	 
	INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS	38
	 	 
	TRANSFER AGENTS AND REGISTRARS	39
	 	 
	MATERIAL CONTRACTS	39
	 	 
	INTERESTS OF EXPERTS	39
	 	 
	ADDITIONAL INFORMATION	39
	 	 
	SCHEDULE A	42


 




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PRELIMINARY
NOTES


 


This annual information form (this “AIF”)
has been prepared in compliance with Part 6 of National Instrument 51-102 Continuous Disclosure Obligations and is being
filed on a voluntary basis in the form prescribed by Form 51-102F2.


 


In this AIF, unless otherwise specified
or the context otherwise requires, reference to “we”, “us”, “our”, “its”, the “Company”
or “RESAAS” means RESAAS Services Inc. and its subsidiaries.


 


In this AIF and documents incorporated by
reference in this AIF, unless otherwise specified or the context otherwise requires, all references to “$” and “dollars”
are to Canadian dollars unless otherwise noted.


 


Unless otherwise stated, all information
in this AIF is presented as at December 31, 2014.


 


Information Incorporated by Reference


 


This AIF should be read in conjunction with
our audited consolidated financial statements and management’s discussion and analysis of financial condition and results
of operations for the fiscal year ended December 31, 2014; our information circular and proxy material pertaining to our most recent
annual general meeting of shareholders held on June 30, 2014; and our material change reports filed during the fiscal year ended
December 31, 2014; all of which are available under our profiles on SEDAR and on the Canadian Securities Exchange (the “CSE”),
and are incorporated herein by reference.


 


Trademarks


 


“RESAAS,” “The Real Estate
Network,” the RESAAS logo, reblasts and certain other marks are our registered or unregistered trademarks in Canada or the
United States.


 


This AIF contains additional trade names,
trademarks and service marks of other companies, and such trade names, trademarks and service marks are the property of their respective
owners. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship
with, or endorsement or sponsorship of us by, these other companies.


 


We have trademarked the name “RESAAS”
and the RESAAS logo in Canada, and have pending applications to register “RESAAS” and the RESAAS logo in the United
States. We have registered trademarks for “RESAAS – One Giant Leap For Real Estate” and “One Giant Leap
For Real Estate” in Canada. We have a registered trademark for “reblasts” in Canada, with a pending application
to register “reblasts” in the United States. We also have pending applications to register “RESAAS – The
Real Estate Social Network” and “The Real Estate Social Network” in Canada. We have pending applications to register
“RESAAS – The Real Estate Social Network” in the United States and “AdSAAS” in both Canada and the
United States. These and our other common law trademarks, service marks or trade names appearing in this AIF are the property of
RESAAS. Other trademarks, service marks or trade names appearing in this AIF are the property of their respective owners.


 


Special Note Regarding Forward-Looking Statements


 


This AIF and the documents incorporated
by reference herein which are not current statements or historical facts constitute “forward-looking information” within
the meaning of applicable Canadian securities laws (collectively, “forward looking statements”).


 


All statements other than statements of
historical facts contained in this AIF, including statements regarding our future results of operations and financial position,
business strategy, prospective products, product approvals, research and development costs, timing and likelihood of success,
plans and objectives of management for future operations, and future results of current and anticipated products are forward-looking
statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual
results, performance or achievements to be materially different from any future results, performance or achievements expressed
or implied by the forward-looking statements.


 




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In some cases, you can identify forward-looking
statements by terms such as “may,” “will,” “should,” “expect,” “plan,”
“aim,” “anticipate,” “could,” “intend,” “target,” “project,”
“contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue”
or the negative of these terms or other similar expressions. The forward-looking statements in this AIF are only predictions, not
guarantees or assurances. We have based the forward-looking statements largely on our current expectations, estimates, assumptions,
and projections about future events and financial trends that we believe, as of the date of such statements, may affect our business,
financial condition and results of operations. Such expectations, estimates, assumptions, and projections, many of which are beyond
our control, include, but are not limited to: the effectiveness and efficiency of our advertising and promotional activities; volatility
in the market price of our Common Shares; the continued popularity of current social media models; our ability to retain and attract
users of our services; our intention not to pay dividends; claims, lawsuits and other legal proceedings and challenges; competitive
conditions in the real estate industry; and our prioritization of product innovation and user experience over short-term operating
results.


 


The forward-looking statements are made
only as of the date of this AIF and are subject to a number of risks, uncertainties and assumptions described in this AIF, and
in particular under the section entitled “Risk Factors.” Factors that could cause our actual results to differ from
the forward-looking statements include:


 


		·	our history of losses from operations;



 


		·	our ability to generate sufficient revenues from the commercialization of our platform to fund our operations and become profitable;



 


		·	our ability to build a user base for our services and adequately develop our technology;



 


		·	the pace and degree of technological change;



 


		·	our ability to obtain the additional financing that we require to meet our long-term needs;



 


		·	our dependence on key personnel, including our executive officers;



 


		·	our ability to effectively manage our growth;



 


		·	declines in or changes to the real estate industry; and



 


		·	our ability to protect our intellectual property and other proprietary information technology.



 


Because forward-looking statements are subject
to inherent risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control,
you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected
in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected
in the forward-looking statements. Moreover, we operate in a dynamic industry and economy. New risk factors and uncertainties may
emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties that we may face.
Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein,
whether as a result of any new information, future events, changed circumstances or otherwise.


 




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Industry Data


 


Unless otherwise indicated, information
contained in this AIF concerning our industry and the markets in which we operate, including our general expectations and market
position, market opportunity and market share, is based on information from our own management estimates and research, as well
as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are
derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge,
which we believe to be reasonable. In addition, assumptions and estimates of our and our industry’s future
performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described
in “Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions
and estimates. See “Special Note Regarding Forward-Looking Statements.”


 


CORPORATE
STRUCTURE


 


Name, Address and Incorporation


 


We were incorporated as “RESAAS Services
Inc.” under the Business Corporations Act (British Columbia) on June 4, 2009. Our head office is located at #303 –
55 Water Street, Vancouver, British Columbia V6B 1A1, and our registered and records office is located at Suite 1820, 925
West Georgia Street, Vancouver, British Columbia V6C 3L2.


 


We have two wholly owned subsidiaries: RESAAS
USA Inc., a company incorporated in the state of California in 2012, and The Real Estate Social Network Ltd., a company incorporated
in the state of Delaware in 2013.


 


To enhance the ability of the Company to
secure financing in the future, on March 6, 2014 the Company’s shareholders approved an increase to the Company’s authorized
capital by creating a class of “blank cheque” preferred shares without par value that may be issued in one or more
series. The creation of these shares, known as Class B Preferred Shares, allows the board of directors to react quickly to market
conditions and other factors and create a series of shares without the time and expense involved in calling a special meeting of
the shareholders of the Company. We are authorized to issue an unlimited number of Class B Preferred Shares.


 


The rights and restrictions attached to
the Class B Preferred Shares allow the board of directors to fix the number of shares in the series and to fix the preferences,
special rights and restrictions, privileges, conditions and limitations attached to the shares of that series, before the issuance
of shares of any particular series. See “Description of Capital Structure” for additional information.


                      
 


DESCRIPTION
OF BUSINESS


 


Overview


 


RESAAS has developed a cloud-based social
business platform for the real estate services industry.


 


We have created a professional social networking
platform and a suite of tools which integrate with the platform, including an enterprise social network, a global referral network,
lead generation engine, listing management, client engagement modules, customer relationship management (CRM) tools, analytics,
file sharing and advertising engine. These tools and functionality are made available exclusively to owners of real estate brokerage
firms and brokers, licensed real estate agents, and Realtors and are designed to increase user productivity through better communication
and collaboration between users.


 


Our mission is to enable agents, Realtors
and brokers to communicate effectively, connect instantly and engage meaningfully with one another through a platform built for
their benefit. Our platform enables allows for instant discussion and debate, both on a local and global scale, facilitating easier
and richer communication within the real estate industry. We commenced operations of our website in February 2013 and have had
nominal revenue from advertising. We began subscription revenue generating activities for the RESAAS platform in January 2015.


 


With our robust features, RESAAS is also
an all-in-one social media platform for real estate professionals that provides them with control over their professional social
media experience. Using online technology through our platform can provide faster, easier and more effective industry-specific
communication between participants in the real estate industry. The RESAAS platform is accessible via our website and our smart
phone and tablet apps (for iPhone and Android) allows real estate professionals to stay up-to-date with their content on the go.


 




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We also offer professional real estate agents,
Realtors or brokers who have registered on our website, and have received a public-facing profile page, the ability to actively
market themselves to home buyers and sellers and the ability to create, manage and track the performance of their own highly-targeted
social advertisements using our internally-built advertisement engine. Professional users on RESAAS are able to upload their listings,
announce open houses and successful sales, create referrals and generate leads by interacting with professionals in other markets.
RESAAS has also developed tools that allow for non-professionals to interact with our professional user base such as RESAAS Q&A,
which allows prospective clients to ask real estate questions to our professional users. Although such functionality is integrated
into our platform, we are not actively marketing our platform to non-professionals at this time.


 


Since commencing operations, we have experienced
substantial growth in the number of registered professional users of our platform.


 


		·	We had 337,080 registered professional users, which includes agents, brokers and Realtors as of March 31, 2015, an increase
of 60% as compared to 200,878 registered professional users as of March 31, 2014.



 


		·	We have a growing international professional user base. As of March 31, 2015, we had 285,254 professional users in North America
and 51,826 professional users internationally.



 


		·	Our platform generated 65,911 pieces of unique real estate content during the three months ended March 31, 2015.



 


		·	We began offering premium service subscriptions in January 2015 and as of March 31, 2015, we had over 3,200 monthly paying
subscribers for our premium services.



 


Industry Background and Our Market
Opportunity


 


Industry


 


Market Opportunities


 


The residential real estate industry, one
of the largest sectors of the U.S. economy, is undergoing a profound transformation. Technology is changing the way that consumers
search for homes and the way in which real estate professionals attract clients and build their businesses. As a result, the real
estate market is an industry that has become heavily Internet-based. Interested home buyers are able to search and view property
listings, photographs and other details online locally as well as in other cities or even internationally. Real estate professionals
also have expanded their Internet presence both to interface with their clients and to build social networks and referral opportunities
with their peers both locally and nationally. Prior to the establishment of RESAAS, there has not been an all-inclusive dedicated
platform commercially developed for the purpose of connecting real estate industry professionals.


 


In addition, as the U.S. housing market
continues to recover from its recent unprecedented downturn, real estate professionals are seeking more effective ways to market
themselves and achieve a greater return on their marketing investment. These trends present significant opportunities to capitalize
on shifts in behavior. Sales of approximately 5.1 million existing and 429,000 new homes in the United States in 2013 had
an aggregate transaction value of approximately $1.39 trillion, according to data published in 2014 by the U.S. Census Bureau and
the National Association of Realtors. RESAAS believes that it is well positioned to service this expansive real estate market with
its platform that caters to helping real estate professionals connect with other professionals both inside and outside their respective
markets.





 




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Fragmented,
Local and Complex Market


 


The market for residential real estate transactions
and home-related services is highly fragmented, local and complex. Brokers, Realtors and licensed real estate agents work through
a vast network of local, regional and national associations. In North America there are more than 1,300 regional associations,
state and provincial associations and national real estate associations and many of such associations operate their own respective
multiple listing services (MLS). These conditions create challenges for consumers and real estate professionals alike. Consumers
can find it difficult to locate real estate professionals who fit their individual needs and real estate professionals may have
limited ability to generate referral sources from outside their immediate areas. Historically, consumers have had minimal access
to real estate agents outside of their local markets. The relatively recent consumer access to Internet listings and real estate
data has caused real estate professionals to seek new ways to efficiently advertise their services and identify new clients, and
to measure the effectiveness of their marketing efforts. This new-found connectivity has also increased the opportunity for a platform
such as RESAAS to assist real estate professionals to seek and give referrals to other professionals operating outside of their
respective markets.


 


Competitors


 


There are a number of organizations and
companies in the real estate industry providing property listing and related services to brokers, real estate agents and Realtors,
including:


 


MLS.ca and MLS.com –
web-based databases with property listings and related information to facilitate the MLS system used to buy and sell property in
Canada and the United States. Each website offers a public database accessible by anyone with access to the Internet. There are
also industry websites with information accessible only by real estate industry participants, which provide information such as
commission sharing among the buyer’s and seller’s agents, scheduled open houses and how to arrange viewings.


 


Realtor.com – the official
web site of the National Association of Realtors, an organization of real estate agents in the United States that provides a database
of properties listed by member Realtors. Realtor.com is one of the largest real estate listing websites in the American market.


 


Myrealpage.com – provides
website design capabilities to real estate agents and brokers, along with technology to assist with managing listings and uploading
virtual tours and photographs onto existing websites.


 


Ubertor.com – allows
real estate agents to build their own websites and integrate various features such as a blog, a mortgage calculator, floor plans,
virtual tours and photos of listed properties. These features enable real estate agents to create individual brands and market
their listings with personalized content.


 


Zillow.com – a home
and real estate marketplace dedicated to helping homeowners, home buyers, sellers, renters, real estate agents, mortgage professionals,
home designers, landlords and property managers find and share information about homes, real estate and mortgages.


 


Trulia.com – an online
residential real estate website for home buyers, sellers, renters and real estate professionals. The website lists properties for
sale and rent as well as information about neighborhood’s community and amenities.


 


Balcony.com – an online
platform focused on fee-based brokering of referrals amongst real estate agents. The site provides real estate agents a profile
page and referral related networking tools. As of May 1, 2015, we believe Balcony.com is in beta testing and has not been fully
launched.


 


Competitive Advantage


 


We believe we have the following
competitive advantages:


 


All-in-one Platform. Our platform
provides a number of services in one online location to all industry participants. We believe that our integrated service will
appeal to real estate industry professionals by allowing them to be more efficient and effective in branding their services, creating
and managing their property listings remotely, and communicating with their clients.


 




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Rapid Accessibility. Due to
the nature of our platform, our users do not have to waste time installing our service or waiting for updates as it is easily accessible
and available remotely.


 


Lower Costs. Our SaaS platform
allows us to charge our premium users a low subscription fee for our premium services rather than maintaining their own software
infrastructure. As a result, such users maintain low expenditure for services while significantly increasing their opportunity
to generate more business through our instant lead and referral alert system, among other things.


 


High Levels of Adoption. Our
platform was designed to operate intuitively to allow easy adoption by new users. Our tools and services are easily accessible
by professional users locally, nationally and internationally. The RESAAS platform is actively translated into 16 languages allowing
for easier access to non-English speaking markets.


 


Extensive Features, Services and Tools.
Our platform and its tools and services offer our professional users an array of business generating tools, including our referral
engine, instant lead and referral alerts, simplified client-engagement tool (called ShareCRM), listing manager, and social media
synchronization. We also offer large organizations, such as franchises and real estate associations, the ability to customize their
platform experience depending on their requirements.


 


Integration Ability. Our platform
provides third party real estate services an opportunity to integrate with our platform via an Application Programing Interface
(API).


 


Scalable Platform. Our platform
is designed to scale up based on demand from thousands of users to millions of users with no change to its current architecture.


 


Secure and Private. RESAAS
uses what it considers to be best of class security architecture throughout the platform to ensure the safety of its users’
data. RESAAS engineers also do not have direct access to user data, which makes the platform secure from internal attacks or security
threats.


 


Revenue Generating Services


 


In January 2015, we began offering premium
subscription services to our professional user base. Prior to 2015, we generated nominal revenue from the sale of advertising.
While we continue to look for additional streams of revenue and advertising partners, we expect that our revenue generation will
primarily come from conversion of our user base to paid premium service subscriptions.


 


We initially provide real estate industry
professionals with free use of the RESAAS website to create a customized profile page that includes their property listings, contact
information, personal biography, direct messaging, and their reblast activity, and subsequently sell subscriptions for RESAAS Premium.
Each profile page serves as the professional user’s profile page in the networking component of the website, and allows the
user to build a network of other real estate professionals. The profile page is synchronizable with major social networking websites
on the Internet on a “real-time basis” (meaning that the content can be updated on other social networking sites simultaneously
with the updates to the professional user’s profile page).


 


Premium Services


 


RESAAS Premium, which is available through
a monthly or annual subscription, gives professional users access to several advanced features, which helps such users target business-to-business,
business-to-consumer, and consumer-to-business revenue sources. These include instant referral alerts and instant lead alerts,
as well as a client-engagement tool, ShareCRM, among other features. We market these services through digital campaigns and direct
sales efforts. Monthly subscription fees for the basic premium plan generally range from $8 to $10, with separate plans under different
pricing being available to brokerage owners and other enterprises.


 




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Advertising Revenues


 


Advertising revenue is generated through
AdSAAS, our proprietary advertisement engine hosted within the RESAAS platform, which allows businesses and services in the real
estate industry to reach a highly targeted network of professional real estate agents, brokers and Realtors. AdSAAS users are able
to create online advertisements with customized design, positioning, geo-targeting and budget, as well as in-depth results and
analytics. Advertisements can appear either in-feed, within the right-side column of the website or as a reblast.


 


Our Growth Strategy


 


Over the next 12 months, our plans are to:



 


		·	Continue with the commercialization phase of our platform by offering RESAAS Premium to real estate agents and brokerages;



 


		·	Continue implementing our complete integrated marketing plan to enhance awareness of the RESAAS brand and drive additional
professional users to the site within our target market, particularly in North America;



 


		·	Hire additional staff to join our engineering, marketing, sales and customer service departments;



 


		·	Continue to enhance our platform with additional services and premium features to maintain a high adoption and retention rate
among real estate professionals;



 


		·	Introduce new languages in order to further the globalization of the platform; and



 


		·	Develop partnerships with third-party applications.



 


Our Platform


 


Value for Real Estate Professionals


 


Our goal is to empower real estate industry
professionals by providing an integrated all-in-one social network, which we believe will significantly impact the business practices
of real estate industry professionals in the following ways:


 


		·	Connect with Fellow Professionals. The platform provides real estate industry professionals with the ability
to connect instantly with the people they do business with by utilizing current online methods of social networking.



 


		·	Generate Referrals. Real estate agents, Realtors and brokers have the ability to create personalized profile
pages to market their services as a real estate professional to other users in different markets.



 


		·	Stay Current. Professional users have the ability to view new happenings on the RESAAS platform, such as active
listings and price drops, new reblasts activity and other information about listings of interest to their clients, all in real-time.



 


		·	Manage Property Listings. Professional users have the ability to add new property listings to our website quickly,
with a listing video and an unlimited amount of high-quality photos, and to update their existing listings at any time, which they
can do remotely from a mobile or tablet device.



 




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		·	Brand Marketing. Every professional user on our platform receives a search engine optimized profile page, which
is public-facing and can be viewed by both prospective clients and other real estate agents using their unique RESAAS URL. The
profile pages allow users to advertise their brand and their business in a socially engaging manner to a wide audience online.



 


		·	Social Media Synchronization. Real estate professionals have the ability to synchronize their RESAAS account
to other social media networks (e.g. Facebook, Twitter and LinkedIn). This enables every reblast they post on RESAAS to automatically
be sent out to their other social network accounts as well, dramatically increasing their online social presence.



 


		·	Have an Office on the Go. Through our smart phone apps and iPad and tablet-friendly website, real estate agents,
Realtors and brokers have access to a remote office, allowing them to access the dashboard that includes a number of tools such
as a contact list feature, the ability to create and update property listings, answer questions, send out reblasts and message
other professionals via the RESAAS platform.



 


		·	Enhance Brokerage Offerings: By providing our agent networking system to select partners on a private and white-labeled
basis, we allow brokerages to provide their agents with simple tools to enhance internal communication and awareness, thereby allowing
their agents to achieve more and increase real estate transactions in which both sides of the deal are under the roof of a single
brokerage.



 


Value for Advertisers


 


We offer advertisers who are marketing products
and services to real estate industry participants the unique combination of an industry-specific target audience and reach:


 


		·	Target Audience. Advertisers can offer products and services to our registered real estate agents, Realtors
and brokers, as well as other real estate industry participants registered on the RESAAS platform. Examples of such products
and services are: home staging, mortgage loans, appraisals and photography. These advertisements will appear either in-feed, within
the right-side column of the website or as a reblast. Advertisements will never appear on a user’s public profile page.



 


		·	Reach. We currently have initial penetration in major cities in Canada and the United States. We plan to grow
our business and platform in a number of metropolitan centers across North America and Europe, which should eventually allow our
advertisers to reach a wide audience with a single advertising purchase.



 


		·	Sell. Through the RESAAS marketplace, top businesses that service the real estate industry can sell their product
or service for an exclusive, discounted price offered to our professional users. Only professional users are given access to these
exclusive deals.



 


RESAAS Professional Social Network


 


The RESAAS professional social network is
designed specifically for real estate agents, Realtors, and brokers to instantly connect with other industry professionals and
potential business leads in a more modern and socially engaging environment. This real estate social network, which is accessible
through our website, allows professional users to set up public-facing profiles, connect with other registered professionals both
inside and outside of their firm, add them to their network, and post reblasts to their network as well as to their
profiles on other major social networking sites such as Facebook, Twitter and LinkedIn, so as to answer questions and announce
new listings, open houses, price changes, sale notifications, market reports and new blog articles.


 




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RESAAS Profile Pages


 


Upon verification as a professional user,
users are provided with a profile page. Profile pages are either a standard RESAAS-branded page or if the user is a premium user,
that user receives a corporate-branded profile page.


 


A RESAAS-branded profile page on the left;
a corporate-branded page on the right:


 





		




 


A profile page allows real estate agents
to upload and market their listings, share their knowledge and areas of expertise, post real estate-related content by way of reblasts,
post public referrals and ultimately create a digital storybook of their social activity for both the network of other professional
users as well as their existing and prospective clients.


 


Any reblast by a user posted
to the RESAAS platform will appear on their public profile page, including videos and photos, with the exception of any reblast
that has been posted within their exclusive brokerage feed as discussed below. Also, any reblast that is automatically posted to
the platform on a professional user’s behalf, such as when uploading a listing, marking the listing as “sold”
or changing their profile photo will also appear on their public profile page. Professional users also have the ability to synchronize
their profile page with other social networks such as Facebook, Twitter and LinkedIn, which will automatically push any content
created on RESAAS to those networks as well.


 


Feeds


 


All content generation and reblast activity
on the RESAAS platform is separated into three types of feeds that are displayed on users’ profile pages depending on their
setting and network affiliations:


 


Public Activity Feed –
The public activity feed allows real estate agents to discover reblast activity from around the world, including new and sold listings,
industry information, videos and public referrals from all professional users registered on the platform.


 


Connections Feed – The
connections feed allows professional users to only see the reblast activity from the professional users that they have
connected with, and therefore provides the ability to curate content according to personal preference, creating a more hyper-local
news feed.


 


Exclusive Brokerage Feed –
The exclusive brokerage feed allows brokerage owners and office managers to communicate privately with their entire roster of agents,
staff and team members directly within the RESAAS platform. Upon activating their accounts, all agents will automatically be a
part of this exclusive brokerage feed in order to connect, engage, generate inter-office referrals and stay up-to-date with all
news items pertaining to their real estate brokerage. The exclusive brokerage feed on the platform acts as an internal social network,
since only the members of the real estate brokerage will have access to view this feed and post reblasts within it.
This private feed allows brokerages to increase real estate transactions in which both sides of the deal are under the roof of
one single brokerage.


 




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RESAAS Groups


 


Professional users have the ability to join
public and private groups. This group feature allows users to connect and engage with one another according to specific topics,
events, organizations or areas within a feed directed only to the group.


 


Public Group – Any professional
user on the platform is able to join a public group. Both members and non-members are able to view the reblast activity of a public
group, but only members are able to post a reblast and comment on others’ activity within such groups. Subsequently, any
reblast that a professional user posts within a public group will appear on their profile page, and will be sent out to any other
social network they have synchronized with their account. Professional users can also post referrals within a public group but
only members are able to view and respond to such posts.


 


Private Group – A professional
user can only join a private group if they receive an invitation. Additionally, only members are able to view the reblast activity
of a private group, as well as post a reblast and comment on others’ activity within it. Any reblast that a professional
user posts within a private group will not appear on their profile page or be sent out to any other social network they have synchronized
with their account. Professional users can also post referrals within a private group but only members are able to view and respond
to such posts.


 


Dashboard


 


Through the dashboard, professional users
can access certain features on our platform and manage their account. Features accessible through the dashboard include:


 


	Professional user features:	 	Additional premium user features:
	·     Property Listings	·     RESAAS Recruitment Program	 	·     Lead Gen Analytics
	·     Referral Tracking	·     Social Media Synchronization	 	·     ShareCRM
	·     Reblasts	·     My Account	 	·     Subscriptions
	·     Contacts	 	 	 


 





 




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Lead and Referral Generation


 


The RESAAS platform assists real estate
agents and brokers in building their business by providing additional exposure to potential clients through our public-facing agent
search functionality as well as to give and receive referrals among the RESAAS community of users via our referral engine.


 


RESAAS Referral Engine


 


The RESAAS referral engine feature allows
professional users to post referrals either directly to another professional user or publicly to the entire global network, to
their brokerage only, or to a group they have joined. A professional user can send a referral directly to another professional
user or publicly by visiting that user’s profile page. A client referral form needs to be filled out, which includes location,
property type, a commission structure and the client’s contact information (the client contact information remains hidden
until the referral is accepted). The details of the client referral can then be reviewed (except for the client contact information),
and can be accepted or denied. If accepted, both agents are connected together in a private feed to allow transaction details to
be discussed further and client information to be shared. Professional users can track the status all of their referrals, both
sent and received, from within the dashboard.


 


A directory of public referrals that have
been posted on RESAAS can be accessed via the referral window, which is found at the top of each feed. If a professional user clicks
on the referral window within the public activity feed, they will then access all of the referrals posted within that feed. Likewise,
if a professional user clicks on the referral window within that user’s exclusive brokerage feed, then that user will access
only the referrals posted within that specific feed.


 


Professional users can receive a real-time
notification each time a public referral is posted to their geographic area by upgrading their account to our premium service for
a subscription fee, as more fully described under “RESAAS Premium” below.


 


A public referral can receive an unlimited
amount of responses. Only the user who posted the public referral will be notified of each response and be able to view each one.
The profile page of each professional user who responds can also be accessed to help provide more information. Once the user who
posted the public referral accepts one of the responses, then the two agents will be connected together within a private feed to
discuss the details of the transaction and exchange any necessary documents and information.


 





Screenshot of referral
message accessed in Referral Tracking area.


 




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RESAAS Agent Search


 


Professional users and prospective clients
can use the RESAAS platform to search for licensed real estate agents around the world who have registered as a user. A search
may be conducted by typing name or location (city, state or country) into the search bar found at the top of the platform, with
the results appearing in a drop-down menu.


 


Professional users and prospective clients
can also explore agents by location. This is called the agent discovery page, and can be accessed by clicking on any blue location
icon found next to a professional user’s name within the platform. This page is a directory of all professional users who
are located in that particular city, with their brokerage affiliation, phone number and a link to view their listings beside each
agent’s name.


 


RESAAS Agent on Duty


 


The RESAAS agent on duty application, for
our mobile app on iOS only, allows prospective clients to search through our platform to discover real estate agents in a specific
location. Within the mobile app, users can click on an agent’s name and view their profile page, including their contact
information and biography. Our app is available for download free of charge.


 


RESAAS Recruitment
Program


 


Any professional user can submit a request
to join the RESAAS recruitment program. The recruitment program requires professional users to fill out a form, including their
email, the area in which they are looking for a brokerage, and a brief description of their past history. Once complete, the user
is then matched up with any brokerage located in that area, who can reach out and contact them.


 


RESAAS Connectivity and Content


 


RESAAS as a platform provides numerous tools
allowing professional users to connect with one another to share information and experiences as well stay current with their respective
clients.


 


Property Listings


 


Professional users can quickly upload a
property listing through the dashboard by populating eight fields of information: transaction type, property type, price, currency,
address, city, state/province and country. The number of bedrooms and bathrooms, as well as a written description and listing video
can also be included. Once this information has been completed, professional users can upload an unlimited amount of high-quality
photographs to each listing.


 


Each listing that a professional user uploads
can be accessed through the user’s profile page and is hosted on a unique URL, providing increased search optimization. Professional
users can select up to three listings to be featured at the top of their profile page. Listings can also be marked as sold, to
allow professional users to showcase their previously closed transactions and history of success.


 




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Screenshot of individual property listing
page.


 


Reblasts


 


A reblast is a posting to the RESAAS platform,
similar to a post on Facebook or other social media platforms. The term is short for “real estate broadcast”, and it
can include anything from an open house announcement or a new listing to an interesting article or video. Professional users have
the option to attach images and PDF documents, or to embed a YouTube video within the reblast by inserting the URL. If a professional
user synchronizes that user’s RESAAS account with Facebook, Twitter or LinkedIn, then any reblast they post will automatically
be sent to those networks as well (see “Social Media Synchronization” below for more information).


 


Reblasts that professional users post within
the public activity feed, connections feed or public groups will automatically be posted to the user’s profile page. As a
result, all of a professional user’s activity on our platform will generate a live feed of their history, which other industry
professionals can view. Reblasts that professional users post within their exclusive brokerage feed or any private groups will
not appear on their profile page.


 


Social Media Synchronization


 


Professional users have the ability to synchronize
their RESAAS account with Facebook, Twitter and LinkedIn. This can be enabled one-by-one through the dashboard. Once a professional
user has successfully synchronized that user’s account, an announcement will instantly go out to the applicable social network(s)
notifying that user’s audience that they have joined RESAAS. This will appear as a ‘post’ on Facebook, a ‘tweet’
on Twitter, and an ‘update’ on LinkedIn. Furthermore, any reblast that the professional user then posts on RESAAS will
subsequently be published on those social networks as well. This both streamlines and simplifies a professional user’s social
media strategy, while exponentially increasing that user’s online presence without any extra effort. Through the social media
synchronization tool, RESAAS effectively becomes a centralized hub for professional users’ social media efforts.


 




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Contacts


 


Through the dashboard, professional users
can add and manage their personal contact list. Any connections that are made between one professional user and another on the
RESAAS platform will automatically add them to a ‘connections’ list within their contacts. Contact information includes:
contact name, telephone number, email address and their unique RESAAS URL. Users can also import their contacts from outside of
the platform as well by adding their name, email and phone number. An invite to join can also be sent to each contact that is not
currently on the platform. If the contact is already a member of the platform, then a connection request can be sent.


 


RESAAS Mobile Application


 


The RESAAS mobile application is available
for download on both iOS and Android devices, free of charge, and enables professional users and prospective clients to access
the platform remotely. Professional users can post reblasts, upload photos, browse group and activity feeds, comment on reblasts
and update their account information via the mobile app. Our mobile app is available for download from Apple’s iTunes and
Google Play.


 


RESAAS Learn


 


RESAAS Learn is a feature that allows professional
users to seek advice from their peers by submitting questions to the entire global network of RESAAS professional users. All professional
users on the platform are able to both ask and respond to questions. Multiple users can respond to the same questions, resulting
in a discussion-style thread of peer-to-peer engagement based around a particular industry topic. Every time a professional user
responds to a question, the user’s answer will appear on that user’s public profile, so as to further promote such
user’s knowledge and expertise to both prospective clients and other professional users.


 





 


Screenshot of Learn section.


 




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RESAAS and Third Parties


 


RESAAS has several avenues in which selected
partners are able to access the RESAAS platform and interact with our user base as described below.


 


RESAAS API


 


The RESAAS API (application program interface)
permits authorized third parties and selected partners to connect to RESAAS, either by providing data to our platform, or extracting
data from it. In addition, the API allows third party developers to build applications on the platform, making these apps available
to the entire RESAAS user base thereby increasing the number of tools and features available. An example of an existing API tool
is Listing PDF, which was developed by a third-party developer and allows the creation of single page listing flyers based on a
RESAAS profile page and uploaded listing content.


 





 


Screenshot of Listing
PDF built by a third-party developer.


 


We are also in discussions with retail-oriented
real estate search platforms to integrate features that would synergize with our robust professional user base by connecting professionals
with potential clients. An example of such a partnership would be employing the RESAAS Q&A functionality, which allows professional
users to answer real estate related questions by potential clients. Under such a partnership, the partnering search engine or retail
content site would host a Q&A module on their site that would have questions passed through to the RESAAS professional user
base. Such a partnership would add value to our professional users by providing greater connectivity to potential clients.


 




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AdSAAS


 


Another byproduct of our attracting a substantial
number of real estate professionals to a single destination is expected to be inbound interest from various companies wishing to
advertise their wares to such a specific audience. We did not want to flood RESAAS with advertisements that would detract from
the user experience, and we therefore developed our own proprietary advertising engine called AdSAAS. This is a stand-alone service,
which integrates directly from our platform, and allows us to serve ads to specific groups of users based on a variety of criteria.
Most importantly it allows RESAAS to administer the whole process, ensuring a certain level of quality of advertisements and retaining
a quality user experience for persons using the RESAAS platform.


 


Businesses and services in the real estate
industry are able to reach a highly targeted network of licensed professionals on our platform by creating online advertisements
with customized design, positioning, geo-targeting and budget, as well as in-depth results and analytics. AdSAAS advertisers have
the option to create in-feed advertisements, which professional users can then engage with via comments, likes and clicks, or advertisements
that appear within the right-side column on the platform. In-feed advertisements allow advertisers to strengthen the relationship
they have with their existing and potential customers, while also encouraging engagement. Right-column ads, on the other hand,
allow advertisers to maximize impressions to a targeted audience, since these advertisements will remain visible within each activity
feed at all times. Importantly, these advertisements will never appear on a professional user’s public profile page.


 


RESAAS Marketplace


 


Launched in September 2014, the RESAAS marketplace
is a collection of leading real estate products and services available to professional users through our platform at an exclusive,
discounted price. The marketplace helps real estate agents and brokers identify which products top-producing agents are using and
learn how these products can help to benefit their business. Approximately 35 partnerships are currently in place, including a
variety of leading companies currently servicing the real estate industry:


 


		·	Lenovo – business laptop supplier;



 


		·	Contactually – customer relationship management (CRM) provider;



 


		·	Dotloop – online real estate transactions;



 


		·	BombBomb – video email marketing software;



 


		·	Hootsuite – social relationship management dashboard;



 


		·	DocuSign – eSignature technology and digital transaction management;



 


		·	ReboGateway – advanced research system;



 


		·	Expensify – simplified expense reporting system; and



 


		·	Volkswagen – auto manufacturer.



 


Only verified professional users of our
platform are given access to the exclusive deals offered in the marketplace. To access the marketplace deals, professional users
must be logged into their RESAAS account and will navigate to the marketplace by visiting the drop-down menu in the upper right-hand
corner of their profile page. From there, professional users will be able to view all of the marketplace deals as well as search
for products and services that may be listed. In addition, they will be able to view the most popular deals as well as view all
deals by category type (such as leads, CRM, marketing, and taxes). Savings on all products offered through the marketplace are
typically between 10% and 25%, all of which are redeemable instantly.


 




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Premium Services


 


We offer three premium service packages:
RESAAS Premium, Broker Premium and Enterprise. Each package provides a suite of proprietary business-generating tools that are
accessible to professional users through a subscription-based model, with both monthly and annual payment options available. In
combination, these exclusive tools help such users target business-to-business, business-to-consumer, and consumer-to-business
revenue sources.


 





 


RESAAS Premium is available to all professional
users for a monthly or annual subscription fee. The monthly plan is available for $10 per month, while the annual plan is available
for $96 per year ($8 per month). For both plans, premium users have a one-month free trial period prior to any charges being applied
to their account.


 


With our Broker Premium package available
to brokerage owners for a monthly subscription fee, RESAAS Premium is offered to each member of the brokerage at a reduced cost,
providing an optional additional revenue stream for the brokerage.


 


Enterprise pricing is determined on a case-by-case
basis, according to a combination of volume and what integral components of the RESAAS platform the franchise wants to include
within the package.


 


RESAAS Premium


 


There are seven tools offered within the
RESAAS Premium package:


 


		·	Instant Lead Alerts – Prospective clients are able to ask questions to our professional user base. With
instant lead alerts, premium users will receive an email notification each time a question is asked that pertains to their geographic
area. They can then follow up and engage directly with the prospective client by providing an answer and demonstrating their professional
expertise and thereby building relationships with prospective clients.



 


		·	Instant Referral Alert – As soon as a public referral is posted in a premium user’s location, they
will receive an email and in-platform notification to let them know. This way, premium users can be the first to respond, which
significantly increases their likelihood of landing the client while also decreasing the amount of time they need to spend on the
platform monitoring for relevant referral postings. Locations are based on the office address of a premium user, as well as the
location of their uploaded listings. All of the referral activity of a premium user can be tracked within the dashboard (see “Lead
and Referral Generation” above for more information).



 




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		·	Lead Gen Analytics – Lead Gen Analytics provides premium users with the ability to see exactly who has
viewed their profile page and who has viewed each of their specific listings. Page views are tracked week-by-week over a 90-day
duration, allowing premium users to discover the resulting trends of their platform activity. The name and location of each professional
user who viewed their profile page or listing will be displayed, along with a link to view their own profile page to learn more
about them, as well as the option to send a connection request and send a message. Every prospective client and anonymous visitor
who views a premium user’s profile page or listing is also displayed; however, all personal information remains inaccessible
to them.



 


		·	ShareCRM – ShareCRM is a client-engagement tool that allows premium users to repurpose content that has
been posted on the platform as interactive email campaigns. Premium users can send these campaigns to their personal contact list
of past, present and prospective clients, so as to remain top-of-mind and gather valuable insight into their personal tastes and
preferences.



 


These email campaigns follow a basic
question-and-answer format, with an image acting as a prompt. Any photo that has been posted as a reblast on the platform, including
listings, can be used. Once a photo is selected, premium users can pose a question around it (such as “Would you prefer a
pool or a patio?”) and provide two possible answers (such as “Pool” or “Patio”) for recipients to
select. Once the recipient opens the campaign and selects an answer, they will be redirected to the premium user’s profile.


 


The results of each ShareCRM campaign
can be tracked through the dashboard, including who has opened the email and what answer they selected. Over time, this data can
be used to better identify the personal preferences of each client, improving the effectiveness of their marketing efforts.


 


		·	Branded Profile Page – All premium users are given custom-branded profiles pages. The default branding
is removed and replaced with their own brand, whether that is the brokerage’s branding or their individual branding. Their
brand logo is placed within the top banner and underneath their profile picture as well, while the top banner colour is also changed
to match their brand. This helps to spread their brand awareness as well as ensuring that their profile page stands out.



 


		·	Profile Badge – All premium users receive a badge on their profile page and profile picture, which allows
them to be identified as a top agent on the platform. The badge appears on their profile picture next to every reblast they post.



 


		·	Priority Email Support –Priority email support is offered to all premium users. These individuals gain
access to a specific email address that is available to premium users only, which is given priority over support request by non-premium
users by our customer support team. Priority support can be contacted via the dashboard.



 


Broker Premium


 


With our Broker Premium package, every agent
within a brokerage receives a premium user account on our platform (see “RESAAS Premium” above for more information).
On top of this, the brokerage receives access to additional tools and features, each one designed to enhance internal communication
and awareness.


 


There are five tools and features offered
within the Broker Premium package:


 


		·	Branded Brokerage Page – A branded brokerage page will provided for each brokerage, which highlights the
activity of their agents on the RESAAS platform, such as their listings, reblasts, questions that have been answered, and more.
Furthermore, brokerages can use this branded brokerage page to recruit new agents from within the platform. The activity created
on this profile page will increase the awareness of the brokerage, significantly expanding their audience. This is also beneficial
to each of the agents within the brokerage, as their inventory will receive twice the marketing reach with no additional effort.



 




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		·	Recruit Alerts –Through the dashboard, any professional user can submit a request to join the RESAAS recruitment
program (see “RESAAS Recruitment Program” above for more information). Brokerages will be notified immediately once
a professional user submits a request to join a brokerage in their area, which will allow the brokerage to be the first to reach
out and find new agents.



 


		·	Brokerage Analytics – Brokerages are given access to detailed statistics regarding the activity of their
agents on the platform. Some statistics that are available through brokerage analytics are:



 


		·	Traffic to agents’ profile pages



 


		·	Traffic to branded brokerage page



 


		·	Number of engagements with members of the brokerage



 


		·	Number of listing updates



 


		·	Number of referrals



 


In addition, brokerages will be
able to breakdown the activity per individual agents and compare their activity over time.


 


		·	Private Internal Network – Similar to the exclusive brokerage feed mentioned above, the brokerage is given
a private feed in order to communicate with the members of the entire brokerage.



 


		·	ShareFile – ShareFile allows brokerages, franchises and associations as well as agents to upload, store,
browse, search, share and download files securely inside the RESAAS platform. Premium users must be added to the ShareFile section
of the platform in order to access the content within it. ShareFile can be applied to any group of users on RESAAS, whether it
is a brokerage, association, franchise or otherwise, instantly providing a private area for the sharing of internal files.



 


ShareFile encourages content engagement
by leveraging the existing ‘commenting and like’ structure that RESAAS’ reblast already uses. This creates a
much more spirited dialogue by agents around the content, making the repository a more valuable place to discover new information.


 


In addition, ShareFile is built
in accordance with our existing multilingual structure that underpins our entire platform, allowing for different language versions
of the same file to be uploaded and associated with the original. We believe this currently does not exist in any other file sharing
system available to the real estate industry, and is an important benefit for franchises that are growing their presence outside
of North America in different regions with different locales and languages to support.


 


Enterprise


 


The Enterprise premium solution provided
for franchises is similar to the Broker Premium package provided for brokerages. With our Enterprise package, all members of a
franchise will receive a RESAAS profile page that has franchise branding applied to it (see screenshot below), and will be provided
with a professional or premium user account, as per the terms of the agreement. Franchise members will be organized together in
multiple groups, both public and private, typically according to location or region.


 


The primary feature of the enterprise package
is the referral engine. An agent discovery page allows franchise members to browse any region in the world for other agents from
that franchise, browse their listings, view their activity on the platform and engage with them by sending referrals or otherwise.
As mentioned above, both public and private groups are used to organize professional users according to their location.


 




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As an example, our first enterprise package
created was for RE/MAX LLC, the largest real estate franchisor in the world. The core elements of our white-label platform were
parceled together with RE/MAX corporate branding, re-named The RE/MAX Global Referral Network. Over 90,000 RE/MAX real estate agents
from around the world have been given access to this exclusive network, which supports multiple currencies, units and languages
so as to allow uninhibited communication and referral exchange between agents in any country.


 





 


Intellectual Property


 


We believe our proprietary cloud-based SaaS
tools platform and website are fundamental to our business and our strategy, including the continued development of our platform.
We have no patents. Consequently, we rely on a combination of copyright, and trade secret laws to protect our platform, systems
and data procedures. As of May 1, 2015, we have not entered into assignment of invention and non-disclosure agreements with our
employees, directors, and consultants but intend to do so in the near future.


 


We have secured trademark registration for
the word RESAAS in Canada and have a pending trademark application to register RESAAS in the United States. We have no trademark
registration achieved or pending for our logo (only for the word mark).


 


We have secured a copyright in Canada for
our website resaas.com. We have not filed for a copyright protection in other jurisdictions.


 




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Properties


 


Our corporate headquarters are located in
Vancouver, British Columbia where we lease and occupy approximately 3,000 square feet of office space.


 


Employees


 


As of December 31, 2014 we employed 31 full-time
staff, including our executive officers, and our technology and sales and marketing employees. None of our employees are represented
by labor unions or covered by collective bargaining agreements.


                      
 


GENERAL
DEVELOPMENT OF THE BUSINESS


 


During our past three financial years we
have focused on developing and refining our technology and growing our user base of real estate professionals and brokerage firms.
Since commencing operations, we have experienced substantial growth in the number of registered professional users and expanded
the scope of our platform offerings by, among other things, establishing premium subscription services that we began to offer to
our professional user base in January 2015. To date, however, we have only generated nominal revenue from the sale of advertising.


 


Since the beginning of 2012, we have achieved
a number of significant milestones, including the following:


 


		·	completing the beta testing of the platform;



 


		·	hiring additional employees and augmenting our advisory board and executive team;



 


		·	completing a short-form prospectus offering and several rounds of private placement financing;



 


		·	engaging a series of marketing consultants;



 


		·	obtaining an OTCQX quotation for our Common Shares;



 


		·	completing and launching our premium subscription service; and



 


		·	creating our first an enterprise package for RE/MAX LLC, the largest real estate franchisor in the world, to which over 90,000
RE/MAX real estate agents have access and which supports multiple currencies, units and languages.



 


See “Description of Business”
for additional information.


 


RISK
FACTORS


 


Investing in our Common Shares involves
a high degree of risk. You should carefully consider the risks described below, as well as the other information in this AIF, before
deciding whether to invest in our Common Shares. The occurrence of any of the events or developments described below could harm
our financial condition, results of operations, business and prospects. In such an event, the market price of our Common Shares
could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or
that we currently deem immaterial also may have similar adverse effects on us.


 




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Risks Related to Our Business


 


We have a limited operating and revenue generation
history, are not profitable and may never become profitable.


 


We have a limited operating history and
are in the process of establishing partnerships, relationships and building brand recognition with real estate professionals and
real estate service providers who have registered to use our technology. We were incorporated in June 2009, and spent the following
three years in a closed beta program developing our technology. We launched our platform in February 2013 and opened access to
the platform to real estate professionals from around the world. In January 2015, after a two-year period of significant user growth,
we began to offer premium services to our user base for a monthly or annual fee. As a result, we have a limited history of revenue
generation. We have experienced losses in the past and we may not sustain profitability in the future. Additionally, there is no
guarantee that the commercialization of our platform will be successful or that our target audience of real estate professionals
and real estate service providers will continue to use the platform. We anticipate that it may take several years to achieve positive
cash flow from operations. There can be no assurance that there will be continued or increased demand for our products or services
or that we will become profitable.


 


Our ability to build a user base for our services
and our future operating success are heavily dependent on real estate professionals’ continued use of our Internet-based
service.


 


Internet usage for commerce, especially
by real estate agents, Realtors and other real estate industry participants that have historically relied upon other means of advertising,
communicating, updating property listings or storing documents generally requires a willingness to learn and accept new ways of
conducting business. In particular, individual real estate agents and Realtors who belong to a brokerage firm may have access to
established document management systems, advertising channels and in-house property listing creation services and may be reluctant
or slow to adopt new technologies that may result in their existing personnel and infrastructure becoming obsolete. To the extent
that real estate agents, Realtors and broker firms do not consider our platform to be a useful or viable commercial
medium, we may be unable to develop a revenue-generating user base. The success of our platform and our resulting ability to generate
advertising revenues from ads placed within the platform feed are substantially dependent on Internet usage by users on our platform.
Even if we are able to establish a user base, there can be no guarantee that professional users will be willing to use any of our
subscriber fee-based services, which would also limit our revenue generating abilities.


 


We require significant expenditures of capital in
order to expand our user base and to continue to enhance our technology and may require additional capital to pay for ongoing development
costs in the future.


 


We may not be able to obtain additional
funds that we may require. We do not presently have adequate cash from operations to meet our long-term needs under our current
operating plans to grow our user base and to continue to enhance our platform. If we are not able to obtain the necessary additional
financing through an offering or otherwise, we may be forced to reduce, delay or cancel our planned commercial activities, or curtail
or cease our operations. We may not be able to obtain the additional funds that we require on terms acceptable to us, if at all.
We do not currently have any established third-party bank credit arrangements. If the additional funds that we may require are
not available to us, we may be required to curtail significantly or to eliminate some or all of our development, or sales and marketing
programs.


 


We may seek to obtain additional funds primarily
through equity or debt financings. Such additional financing, if available on terms and schedules acceptable to us, if available
at all, could result in dilution to our current shareholders and to you.


 


Our independent auditors have expressed their concern
as to our ability to continue as a going concern.


 


As a result of our financial condition,
we have received a report from our independent registered public accounting firm for our financial statements for the year ended
December 31, 2014 that includes an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern.
As at December 31, 2014, we had generated nominal revenue in the amount of $6,707, and had an accumulated deficit of $18,442,456.
In order to continue as a going concern, we must effectively use the funds we now have to begin to generate revenue from our platform
and raise additional capital from equity financings. If we are not able to do this, we may not be able to continue as an operating
company.


 




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Our products and services are dependent upon advanced
technologies that are susceptible to rapid technological change.


 


There can be no assurance that our products
and services will not be seriously affected by, or become obsolete as a result of, technological changes. Although we do not believe
there is a comparable all-in-one technology platform currently available to provide similar services to the real estate industry,
there is a risk that a competitor may develop a similar platform that includes features more appealing to real estate industry
participants or that uses more advanced technology not currently supported by our platform. There is also the risk that different
platforms might nonetheless prove more appealing than ours. The occurrence of any of these events could decrease the amount of
interest and use of our platform.


 


Some of our products and services are dependent
upon social media models that are susceptible to change.


 


Several of our key products and services
utilize a social media model akin to those seen in Facebook, Twitter and LinkedIn (user profiles, news feeds and the like) and
one of our tools, reblasts, expressly links to those prominent services. This social media model has proven very popular, as the
success of those and other services illustrates. However, there is no guarantee that this model will remain popular. If a different
model of interacting with the Internet were to become popular, interest in social media models generally, or our social media model
in particular, might decrease, and this could result in decreased usage of our products and services.


 


Our platform and future changes to the platform
could fail to attract or retain users or generate revenue.


 


Our ability to retain, increase and engage
our user base and to increase our revenue will depend heavily on our ability to develop our technology. We may introduce significant
changes to our existing platform or develop and introduce new and unproven features. If new or enhanced features fail to engage
users, we may fail to attract or retain users or to generate sufficient revenue, operating margin, or other value to justify our
investments, and our business may be adversely affected. In the future, we may invest in new technology and initiatives to generate
revenue, but there is no guarantee these approaches will be successful. If we are not successful with new approaches to monetization,
we may not be able to maintain or grow our revenue as anticipated or recover any associated development costs, and our financial
results could be adversely affected.


 


Defects or disruptions in the rollout of our new
products and product enhancements could diminish demand for our service, adversely affect our reputation or subject us to substantial
liability.


 


Like many Internet-based companies, we provide
frequent incremental releases of software updates and functional enhancements. Such new versions frequently contain undetected
errors when first introduced or released. We have, from time to time, found defects in our platform, and new errors in our existing
platform or service may be detected in the future. In addition, our customers may use our platform in unanticipated ways that may
cause a disruption in service for other customers. Since our customers use our platform for important aspects of their business,
any errors, defects, disruptions in service or other performance problems with our platform could hurt our reputation and may damage
our customers’ businesses. Further, if suffer extended periods of unavailability for our platform, we may be contractually
obligated to provide premium users with credits for future service, and there would be a negative impact on our reputation. Although
we attempt to limit our liability via our Terms of Use, any errors, defects, disruptions in service or other performance problems
with our platform could result in litigation against us, and such litigation could result in substantial, material liability for
us, as well as material legal expenses.


 




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Interruptions or delays in service from our third-party
cloud storage providers for the RESAAS platform, or the loss or corruption of cloud-based data, would impair the delivery of our
service and harm our business.


 


We currently serve our RESAAS.com users
from third-party cloud storage providers based in the U.S. The use of cloud storage providers results in less direct control over
our platform and data. Such third parties may also be vulnerable to security breaches and compromised security systems, which could
adversely affect our reputation and result in litigation or liability. Additionally, interruptions in our service, or loss or corruption
of data, may reduce our revenue, cause us to issue credits or pay penalties, cause professional users to terminate their premium
subscriptions and adversely affect our renewal rates and our ability to attract new users. Our business will also be harmed if
our users and potential users believe our technology is unreliable.


 


Spam by users could diminish user experience on
our platform, which could damage our reputation and deter our current and potential users from using our products and services.


 


“Spam” on our platform refers
to a range of abusive activities that are prohibited by our terms of use for those accessing our platform and is generally defined
as unsolicited actions that negatively impact other users with the general goal of drawing user attention to a given account, site,
product or idea. This includes posting large numbers of unsolicited mentions of a user, duplicate feeds, misleading links (e.g.,
to malware or click-jacking pages) or other false or misleading content, and aggressively following and un-following accounts,
adding users to lists, sending unsolicited invitations, reposting feeds and favouriting feeds to inappropriately attract attention.
While we actively monitor usage of our platform features, if we are unable to effectively manage spam on our platform, our reputation
for delivering relevant content could be damaged, user engagement could decline, and our operational costs could increase.


 


We prioritize product innovation and user experience
over short-term operating results, which may harm our revenues and operating results.


 


We encourage employees to develop and help
us launch new and innovative features. We focus on improving the user experience for our platform and on developing new and improved
functionality for the users of our platform. We prioritize innovation and the experience for users over short-term operating results.
We frequently make decisions related to our platform that may reduce our short-term operating results if we believe that the decisions
are consistent with our goals to improve the user experience and performance for our users, which we believe will improve our operating
results over the long term. For example, we began only a limited product release on our platform in January 2013 for proper user
testing prior to our full-scale release of our revenue-producing premium products in January 2015. Such long-term development decisions
may not be consistent with the short-term expectations of investors and may not produce the long-term benefits that we expect,
in which case our user growth and user engagement, our relationships with customers and our business and operating results could
be harmed. In addition, our focus on the user experience may negatively impact our relationships with our existing or prospective
customers. Delay in further developing our platform or expanding our services increases the risk that competitors may become established
and may negatively impact our relationship with both current and prospective users. This could result in a loss of users and platform
partners, which would harm our revenues and operating results.


 


We may face lawsuits or incur liability as a result
of content published, made available through, or linked to our social media platform.


 


Since our platform offers social media features
we may face potential liability relating to content that is published, made available through, or linked to our platform. Moreover,
our platform is open to registered users for posting user-generated content. Although we require our users to post only legally
compliant and inoffensive materials, a third party may still find user-generated content postings on our platform offensive and
take action against us in connection with the posting of such information. The nature of our business exposes us to claims related
to defamation, intellectual property rights, rights of publicity and privacy, illegal content, content regulation and personal
injury torts. Moreover, such claims may increase if and as our user base grows. We could incur significant costs investigating
and defending these claims. If we incur costs or liability as a result of these events, our business, financial condition and operating
results could be adversely affected.


 




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Federal, state and foreign laws impose certain obligations
on the senders of commercial emails, which could minimize the effectiveness of our services, limit our ability to market to prospective
users and impose financial penalties for noncompliance.


 


Canada’s anti-spam legislation (CASL)
establishes certain requirements for commercial email, short message service (SMS), social media and instant messaging messages
and specifies penalties for the transmission of commercial messages that are intended to deceive the recipient as to source or
content. The U.S.’s CAN-SPAM Act establishes certain requirements for commercial email messages and specifies penalties for
the transmission of commercial email messages that are intended to deceive the recipient as to source or content. CASL and the
CAN-SPAM Act, among other things, obligate the sender to provide recipients with the ability to opt out of receiving future messages
from the sender. In addition, some U.S. states have passed laws regulating commercial email practices that are significantly more
punitive and difficult to comply with than the CAN-SPAM Act. Other countries, such as those in the European Union and Asia, may
have analogous laws and regulations. The ability of recipients of messages from our users of our platform to opt out of receiving
messages may minimize the effectiveness of our services for our premium users. In addition, noncompliance with CASL, the CAN-SPAM
Act or other applicable laws and regulations carries significant litigation, regulatory investigation, liability and related risks.
If our platform or e-mails generated therefrom were found to be in violation of CASL or the CAN-SPAM Act or similar state or international
laws regulating the distribution of commercial messages, whether as a result of violations by our users or if we were deemed to
be directly subject to and in violation of these requirements, we could incur significant penalties, and significant litigation
and investigation-related expenses, and any inquiries might impact the deliverability of our commercial email regardless of outcome.
This would adversely affect our operating results and financial condition and significantly harm our business, and our reputation
would suffer. We could also be required to change one or more aspects of the way we operate our business, which could impair our
ability to attract and retain users or could increase our operating costs.


 


As Internet commerce develops, federal, state, provincial
and foreign governments may propose and implement new taxes and new laws to regulate Internet commerce, which could increase our
operating costs and negatively affect our business.


 


As Internet commerce continues to evolve,
increasing regulation by federal, state, provincial or foreign governments becomes more likely. Our business could be negatively
impacted by the enforcement of existing laws and regulations or the enactment of new laws applicable to interactive marketing.
The cost to comply with such laws or regulations could be significant and would increase our operating expenses, and we may be
unable to pass along those costs to our users in the form of increased fees. In addition, federal, state and foreign governmental
or regulatory agencies may decide to impose taxes on services (including our services) provided over the Internet. Such taxes could
discourage the use of the Internet as a means of commercial marketing, which would adversely affect the viability of our services.


 


If Internet search engines’ methodologies
are modified or search result page rankings for our platform-generated profile pages or URLs decline for other reasons, the value
of our reblast tool may be diminished and user engagement in our websites and online communities could decline.


 


Certain of our platform’s tools, including
reblasts, allow for the generation of URL links that can be posted to other social media websites, and our user profile pages are
searchable through most search engines. Our competitors’ SEO efforts may result in their websites receiving a higher search
engine result page ranking than that of our links or profiles, or Internet search engine companies could revise their search algorithms
in ways that are detrimental to the visibility of such links. If we are unable to adapt to these revisions, this could adversely
affect the performance of certain functions of our platform and our tools may become less attractive to existing and prospective
users.


 


The future growth and profitability of our business
will depend on the effectiveness and efficiency of our advertising and promotional activities.


 


Our future growth is dependent upon the
effectiveness and efficiency of our advertising and promotional expenditures and including our ability to:


 


		·	Create greater awareness of our technology and services;



 


		·	Determine the appropriate creative message and media mix for future advertising expenditures; and



 




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		·	Effectively manage advertising and expenditures costs in order to maintain acceptable operating margins.



 


There can be no assurance that our advertising
and promotional expenditures will result in revenues in the future or will generate awareness of our technologies or services.
In addition, no assurance can be given that we will be able to manage such expenditures on a cost-effective basis.


 


If we fail to retain current members of our senior
management, or to attract and keep additional key personnel, our business and prospects could be materially adversely impacted.


 


Our success depends on our continued ability
to attract, retain and motivate highly qualified management and technical personnel. We are highly dependent upon our senior management,
particularly Cory Brandolini, Thomas Rossiter and Cameron Shippit. The loss of services of any of our key personnel could adversely
affect our ability to successfully commercialize our platform.


 


In addition, competition for qualified technical,
sales and marketing staff, as well as officers and directors, can be intense and no assurance can be provided that we will be able
to attract or retain key personnel in the future, which may adversely impact operations.


 


If we fail to manage our growth effectively, we
may be unable to execute our business plan, maintain high levels of service or address competitive challenges adequately.


 


Future growth will place a significant strain
on our management, administrative, operational and financial infrastructure. We anticipate this growth will be required to address
increases in our platform offerings and continued expansion, including expansion into other countries. We anticipate we may need
to open additional physical offices in various countries. Our success will depend in part upon the ability of our management team
to manage this growth effectively. To do so, we must continue to recruit, hire, train, manage and integrate a significant number
of qualified managers, technical personnel and employees in specialized roles within our company, including in technology, sales
and marketing. If our new employees perform poorly, or if we are unsuccessful in recruiting, hiring, training, managing and integrating
these new employees and offices, or retaining these or our existing employees, such failures could have a negative impact on our
business, results of operations or financial condition.


 


In addition, to manage the expected growth
of our staff, operations and geographic expansion, we will need to continue to improve our information technology infrastructure,
operational, financial and management systems and procedures. Our anticipated additional staff and capital investments will increase
our costs, which will make it more difficult for us to address any future revenue shortfalls by reducing expenses in the short
term. If we fail to successfully manage our growth, we will be unable to successfully execute our business plan, which could have
a negative impact on our business, results of operations or financial condition.


 


Seasonality may cause fluctuations in our traffic,
revenue, operating expenses and operating results.


 


From time to time, we may experience seasonality
in premium service revenue and advertising due to fluctuations in traffic to our platform. Based on historic trends affecting the
real estate industry, we expect that in the fourth quarter of each year, traffic to our platform will decline and cause our revenue
to grow more slowly than in other quarters or decline sequentially.


 




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Declines in, or changes to, the real estate industry
could adversely affect our business and financial performance.


 


Our business and financial performance are
affected by the health of, and changes to, the residential real estate industry, particularly in North America. Home-buying patterns
are sensitive to economic conditions and tend to decline or grow more slowly during periods of slow growth or economic downturns.
A decrease in home purchases could lead to reductions in user traffic, reductions in subscriptions by real estate professionals,
and a decline in marketing expenditures by real estate professionals. Furthermore, online advertising products may be viewed by
some existing and potential advertisers on our platform as a lower priority, which could cause advertisers to reduce the amounts
they spend on advertising, terminate their use of our services, or default on their payment obligations to us. In addition, we
may become subject to rules and regulations in the real estate industry that may restrict or complicate our ability to deliver
our services. These changes would harm our business and operating results. Most recently, beginning in 2008, domestic and global
economic conditions deteriorated rapidly, resulting in a dramatic slowdown in the housing market, which led to a decrease in advertising
spending in the real estate industry. In addition, changes to the regulation of the real estate industry and related areas, including
mortgage lending and the deductibility of home mortgage interest, may negatively affect the prevalence of home purchases. Real
estate markets also may be negatively impacted by a significant natural disaster, such as an earthquake, fire, flood or other disruption.
Declines or disruptions in the real estate market or increases in mortgage interest rates could reduce demand for our technology
and services and could have a negative impact on our business, results of operations or financial condition.


 


We are subject to certain risks associated with
our international operations.


 


We have recently expanded our platform internationally
and conduct business in various countries throughout Europe, North America and Asia. We plan to continue to expand our foreign
operations in the future. Certain risks are inherent in these international operations, including without limitation: (1) vigorous
regulation of the Internet and user-generated content on social media platforms; (2) difficulty complying with a variety of
ever-changing foreign laws and regulations, or Canadian laws and regulations applicable abroad, some of which may conflict with
one another, including among others tax, labor, employment and anti-bribery laws, among others; (3) varying foreign laws and regulations
for the real estate industry, its professionals and data related thereto; (4) difficulty enforcing agreements, intellectual
property rights and collecting receivables through certain foreign legal systems; (5) complexities of managing a multinational
organization; (6) general economic and political conditions or terrorist activities in countries where we operate; and (7) longer
payment cycles for foreign users or advertisers than for users or advertisers in the United States and Canada. If we do not respond
adequately to these risks, it could have a negative impact on our business, results of operations or financial condition.


 


We are a multinational organization faced with increasingly
complex tax issues in many jurisdictions, including in the United States, and we could be obligated to pay additional taxes in
various jurisdictions.


 


As a multinational organization that operates
in numerous jurisdictions in the United States and around the world, we may be subject to taxation in several jurisdictions with
increasingly complex tax laws, the application of which can be uncertain. The authorities in these jurisdictions, including state
and local taxing authorities in the United States, could successfully assert that we are obligated to pay additional taxes, interest
and penalties. In addition, the amount of taxes we pay could increase substantially as a result of changes in applicable tax principles,
including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents, which could have a
negative impact on our business, results of operations or financial condition. The authorities could also claim that various withholding
requirements apply to us or our subsidiaries or assert that benefits of tax treaties are not available to us or our subsidiaries,
any of which could have a negative impact on our business, results of operations or financial condition.


 


We are exposed to fluctuations in currency exchange
rates.


 


We face exposure to movements in currency
exchange rates, which may cause our revenue and operating results to differ materially from expectations. Our operating results
could be negatively affected depending on the amount of expense denominated in foreign currencies, primarily the United States
dollar. As exchange rates vary, revenue, cost of revenue, operating expenses and other operating results, when re-measured, may
differ materially from expectations. In addition, our operating results are subject to fluctuation if our mix of Canadian. and
foreign currency denominated transactions and expenses changes in the future. Although we may apply certain strategies to mitigate
foreign currency risk, these strategies might not eliminate our exposure to foreign exchange rate fluctuations and would involve
costs and risks of their own, such as ongoing management time and expertise, external costs to implement the strategies and potential
accounting implications. Additionally, as we anticipate growing our business further outside of the Canada, the effects of movements
in currency exchange rates will increase as our transaction volume outside of the Canada increases.


 




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Risks Related to Data Storage


 


We are subject to Canadian, U.S. and foreign data
privacy and protection laws and regulations as well as contractual privacy obligations, and our failure to comply could subject
us to fines and damages and would harm our reputation and business.


 


We are subject to the data privacy and protection
laws and regulations adopted by federal, state, provincial and foreign governmental agencies. Data privacy and protection is highly
regulated in some jurisdictions, and may become the subject of additional regulation in the future. Privacy laws restrict our storage,
use, processing, disclosure, transfer and protection of non-public personal information, including credit card data, provided to
us by our users. We strive to comply with all applicable laws, regulations, policies and legal obligations relating to privacy
and data protection. However, it is possible that these requirements may be interpreted and applied in a manner that is inconsistent
from one jurisdiction to another and may conflict with other rules or our practices. Any failure, or perceived failure, by us to
comply with federal, state, provincial or international laws, including laws and regulations regulating privacy, data or consumer
protection, could result in proceedings or actions against us by governmental entities or private parties.


 


The regulatory framework for privacy and
data protection issues worldwide is evolving, and various government and consumer agencies and public advocacy groups have called
for new regulation and changes in industry practices, including some directed at providers of mobile and online resources in particular.
In addition, as we expand our operations globally, compliance with regulations that differ from country to country may also impose
substantial burdens on our business. In particular, the European Union has traditionally taken a broader view as to what is considered
personal information and has imposed greater obligations under data privacy regulations. In addition, individual European Union
member countries have discretion with respect to their interpretation and implementation of the regulations, which has resulted
in variation of privacy standards from country to country. Complying with any additional or new regulatory requirements could force
us to incur substantial costs or require us to change our business practices in a manner that could compromise our ability to effectively
pursue our growth strategy.


 


We are subject to the privacy and data protection-related
obligations in our contracts with our customers and other third parties, including voluntary third-party trade associations and
industry self-regulatory groups that promulgate best practices or codes of conduct.  We could be adversely affected by changes
to these guidelines and codes in ways that are inconsistent with our practices or in conflict with the laws and regulations of
Canada, the United States, foreign or international regulatory authorities. We may also be contractually liable to indemnify and
hold harmless our users from the costs or consequences of inadvertent or unauthorized disclosure of data that we store or handle
as part of providing our services. Finally, we are also subject to contractual obligations and other legal restrictions with respect
to our collection and use of data, and we may be liable to third parties in the event we are deemed to have wrongfully used or
gathered data.


 


Any failure by us or a third-party contractor
providing services to us to comply with applicable privacy and data protection laws, regulations, self-regulatory requirements
or industry guidelines, our contractual privacy obligations or our own privacy policies, may result in fines, statutory or contractual
damages, litigation or governmental enforcement actions. These proceedings or violations could force us to spend significant amounts
in defense or settlement of these proceedings, result in the imposition of monetary liability, distract our management, increase
our costs of doing business, and adversely affect our reputation and the demand for our products and services.


 


If the security of our users’ confidential
information stored in our systems is breached or otherwise subjected to unauthorized access, our reputation may be severely harmed
and we may be exposed to liability.


 


Possession and use of personal information
in our operations subjects us to risks and costs that could harm our business and reputation. Although we use security and business
controls to limit access and use of personal information, a third party may be able to circumvent those security and business controls,
which could result in a breach of the privacy of a real estate professional (one of our users) or a real estate professional’s
client (a home buyer or seller). In addition, errors in the storage, use or transmission of personal information could result in
such a breach of privacy.


 




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We believe that we take reasonable steps
to protect the security, integrity and confidentiality of the information we collect and store, but there is no guarantee that
inadvertent (e.g., due to software bugs or other technical malfunctions, employee error or malfeasance, or other factors) or unauthorized
disclosure will not occur or that third parties will not gain unauthorized access to this information despite our efforts. Such
attacks are growing in number and severity against companies large and small in all sectors of the economy. We may in the future
experience successful attempts by third-parties to obtain unauthorized access to our data despite our security measures. Since
techniques used to obtain unauthorized access change frequently, we and our third-party hosting facilities may be unable to anticipate
these techniques or to implement adequate preventative measures. Any willful or accidental security breaches or other unauthorized
access could expose us to liability for the loss of such information, adverse regulatory action by federal and state governments,
time-consuming and expensive investigation and litigation, extensive downtime of our systems and other possible liabilities.


 


If our security measures are breached because
of third-party action, employee error, malfeasance or otherwise, or if design flaws in our software are exposed and exploited,
and, as a result, a third party obtains unauthorized access to any of our users’ data, our relationships with our users will
be severely damaged, and we could incur significant liability and loss of brand equity and goodwill. In addition, many jurisdictions
have enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal data.
These mandatory disclosures regarding a security breach often lead to widespread negative publicity and may cause our users to
lose confidence in the effectiveness of our data security measures. Any security breach, whether actual or perceived, would harm
our reputation, and we could lose users or fail to acquire new users.


 


If we experience compromises to our information
technology as a result of security lapses, technical difficulties or otherwise that result in performance or availability problems
of our cloud-based platform, the complete shutdown of our platform, or the loss or unauthorized disclosure of confidential information,
our partners or users may be harmed or lose trust and confidence in us, and decrease the use of our platform or stop using our
platform in its entirety, and we would suffer reputational and financial harm. Our third-party vendors may also suspend or discontinue
their relationships with us. Additionally, in the future, we could be subject to regulatory investigations and litigation in connection
with a security breach or related issue, and we could also face regulatory fines and be liable to third parties for these types
of breaches. For example, we work with third-party vendors to process credit card payments by our users and are subject to payment
card association operating rules. If our security measures fail to protect this information adequately or we fail to comply with
the applicable operating rules, we could be liable to both our users for their losses, as well as the vendors under our agreements
with them, we could be subject to fines and higher transaction fees, we could face regulatory action, and our users and vendors
could end their relationships with us, any of which could harm our business, results of operations or financial condition.


 


There can be no assurance that the limitations
of liability in our contracts would be enforceable or adequate or would otherwise protect us from any such liabilities or damages
with respect to any particular claim. We currently do not have general liability insurance. We also cannot provide assurances that
general liability insurance coverage will be available on acceptable terms or will be available in sufficient amounts to cover
one or more large claims or that if we obtain such insurance the insurer will not deny coverage as to any future claim. The successful
assertion of one or more large claims against us that exceeds available insurance coverage, or the occurrence of changes in our
insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have
a negative impact on our business, results of operations or financial condition.


 


Risks Related to Intellectual Property


 


If our intellectual property and other proprietary
information technology were copied or independently developed by our competitors, our operating results could be negatively affected.


 


Our success depends on the use and development
of our platform and related technology, products and services as well as our data analysis techniques, and internal systems and
procedures that we have developed specifically to serve our user base in the real estate industry. We have no patents. We cannot
assure you that the steps we have taken to protect our rights will be adequate to prevent misappropriation of such rights, or that
third parties will not independently develop functionally equivalent or superior platforms or technologies. We believe that our
platform and related technologies and other proprietary rights do not infringe upon the proprietary rights of third parties. We
cannot assure you, however, that third parties will not assert infringement claims against us in the future, or that any such claims
will not result in protracted and costly litigation, regardless of the merits of such claims, or whether we are ultimately successful
in defending against such claims.


 




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Additionally, third parties may copy or
otherwise obtain and make unauthorized use of our technologies or other proprietary information or independently develop similar
technologies or information. The steps that we have taken to prevent misappropriation of our technologies or other proprietary
information may not prevent their misappropriation, particularly outside the United States where laws or law enforcement practices
may not protect our proprietary rights as fully as in the United States. We also may be subject to claims of moral rights from
employees and developers.


 


We have not entered into assignment of invention
and non-disclosure agreements with our employees, directors, and consultants.


 


As of the date of this AIF, we have not
entered into assignment of invention and non-disclosure agreements with our employees, directors, and consultants but intend to
do so in the near future. There is no guarantee our employees, directors, or consultants will enter into such agreements on terms
acceptable to us, if at all. Without assignment of invention and non-disclosure agreements out intellectual property is at risk
of misappropriation by employees, directors, or consultants.


 


We have registered trademarks in Canada and a pending
registration in the United States, but only for word marks, not our logo, and we have no registered trademarks in other countries.


 


Trademark protection is territorial. We
have secured trademark registration for the word RESAAS in Canada and have a pending trademark application to register RESAAS in
the United States. We have no trademark registration achieved or pending for our logo (only for the word mark).


 


We have secured trademark registration for
ONE GIANT LEAP FOR REAL ESTATE, RESAAS – ONE GIANT LEAP FOR REAL ESTATE and REBLASTS in Canada.


 


We have not applied to register the trademark
RESAAS or any other trademark in countries other than Canada and the United States.


 


Failure to adequately protect our intellectual property,
in the United States and abroad, could harm our business and operating results.


 


Our business depends on proprietary technology
and content, including software, databases, confidential information and know-how, the protection of which is crucial to the success
of our business. We rely on a combination of trademark, domain name, trade secret, and copyright law and contractual restrictions
to protect our proprietary technology and content. Effective trademark, trade secret, copyright and domain name protection is expensive
to develop and maintain, both in terms of initial and ongoing registration requirements and the costs of defending our rights.
We also rely on copyright laws to protect software and certain other elements of our proprietary technologies. The failure to register
for copyright protection may make it more difficult to protect our software or technology from infringement or to effectively obtain
damages or otherwise vindicate our rights if infringement of our software or technology occurs. The intellectual property rights
we obtain may not be sufficient to provide us with a competitive advantage, and could be challenged, invalidated, circumvented,
infringed or misappropriated. We may, over time, increase our investment in protecting our intellectual property through additional
trademark, patent and other intellectual property filings that could be expensive and time-consuming.


 


We may also be required to protect our proprietary
technology and content in an increasing number of jurisdictions, a process that is expensive and may not be successful, or which
for reasons of cost or logistics we may not pursue in every location. In addition, effective intellectual property protection may
not be available to us in every country, and the laws of some foreign countries may not be as protective of intellectual property
rights as those in Canada or the United States. Additional uncertainty may result from changes to intellectual property legislation
enacted in the United States and elsewhere, and from interpretations of intellectual property laws by applicable courts and agencies.
Accordingly, despite our efforts, we may be unable to obtain and maintain the intellectual property rights necessary to provide
us with a competitive advantage. Moreover, unauthorized parties may attempt to copy aspects of our platform’s features, software
and functionality – some of which may be legally protectable but some of which may not – or obtain and use information
that we consider confidential or proprietary.


 




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Litigation or proceedings before the Canadian
Intellectual Property Office, U.S. Patent and Trademark Office or other governmental authorities and administrative bodies in Canada,
the United States and abroad may be necessary in the future to enforce our intellectual property rights, including to protect our
trademarks, trade secrets, copyrights and domain names and to determine the validity and scope of the proprietary rights of others.
We may also be involved in disputes relating to the rights to, and ownership of, the intellectual property developed by our employees,
consultants and others. Our efforts to enforce or protect our proprietary rights may be ineffective, resulting in the invalidation
or narrowing of the scope of our intellectual property and could result in substantial costs and diversion of resources, which
could harm our business, results of operations or financial condition. Attempting to enforce our intellectual property rights against
third parties could also expose us to counterclaims from such third parties.


 


Our business could suffer if the jurisdictions in
which we operate change the way in which they regulate user-generated content.


 


Our business, including our ability to
operate and expand internationally, could be adversely affected if legislation or regulations are adopted, interpreted or implemented
in a manner that is inconsistent with our current business practices related to user-generated content and that requires changes
to these practices or the design of our platform or services. For example, laws relating to the liability of providers of online
services for activities of their users and other third parties are currently being tested by a number of claims against third parties,
including actions based on invasion of privacy, unfair competition, copyright and trademark infringement and other theories based
on the nature and content of the materials searched, the ads posted or the content provided by users. If immunities currently afforded
to websites that publish user-generated content are limited, we may be compelled to remove content from our platform that we would
otherwise publish, or restrict the types of businesses for which we promote digital offer content, among other changes. Such changes
in law could increase our operating costs and make it more difficult for consumers and real estate professionals to use our platform,
resulting in less user traffic and net revenues, and could have a negative impact on our business, results of operations or financial
condition.


 


Risks Related to Our Common Shares


 


The price of our Common Shares could be subject
to volatility related or unrelated to our operations.


 


The trading price of our Common Shares could
be subject to wide fluctuations in response to various factors, some of which are beyond our control. These factors include those
discussed previously in this “Risk Factors” section of this AIF and others, such as:


 


		·	our ability to attract new users;



 


		·	the addition or loss of existing users, including through acquisitions or consolidations;



 


		·	the timing of recognition of revenue;



 


		·	the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure;



 


		·	network or server outages or security breaches;



 


		·	infringement of or failure to protect intellectual property;



 


		·	general economic, industry and market conditions;



 


		·	premium user renewal rates;



 


		·	increases or decreases in the number of features and functionality of our services or pricing changes upon any renewals;



 




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		·	changes in estimates used in the calculation of our income tax provision;



 


		·	changes in our pricing policies or those of our competitors; and



 


		·	variations in the real estate industry, which has historically been cyclical and general economic conditions in the United
States and abroad.



 


In addition, the stock market, in general,
or the market for stocks in our industry, in particular, may experience broad market fluctuations, which may adversely affect the
market price or liquidity of our Common Shares. Any sudden decline in the market price of our Common Shares could trigger securities
class-action lawsuits against us. If any of our shareholders were to bring such a lawsuit against us, we could incur substantial
costs defending the lawsuit and the time and attention of our management would be diverted from our business and operations. We
also could be subject to damages claims if we are found to be at fault in connection with a decline in our share price.


 


Our principal shareholders and management own a
significant percentage of our stock and will be able to exert significant control over matters subject to shareholder approval.


 


As of the date of this AIF, our executive
officers, directors, holders of 5% or more of our capital stock and their respective affiliates beneficially own in the aggregate
approximately 30% of our outstanding Common Shares. As a result of their stock ownership, these shareholders have the ability to
influence our management and policies, and may be able to significantly affect the outcome of matters requiring shareholder
approval such as elections of directors, amendments of our organizational documents or approvals of any merger, amalgamation, sale
of assets or other major corporate transaction. This may prevent or discourage unsolicited acquisition proposals or offers for
our Common Shares that you may feel are in your best interest as one of our shareholders.


 


You may experience future dilution as a result of
future equity offerings or other equity issuances.


 


We will have to raise substantial amounts
of additional capital in the future. To raise additional capital, we may in the future offer additional Common Shares or other
securities convertible into or exchangeable for our Common Shares. We cannot assure you that we will be able to sell shares or
other securities in any offering at a price per share that is equal to or greater than the price per share paid by existing investors.
The price per share at which we sell additional Common Shares or other securities convertible into or exchangeable for our Common
Shares in future transactions may be higher or lower than the price per share in a previous offering.


 


We do not intend to pay dividends on our Common
Shares, and your ability to achieve a return on your investment will depend on appreciation in the market price of our Common Shares.


 


As described in the section entitled “Dividends
and Distributions” in this AIF, we currently intend to invest our future earnings, if any, to fund our growth and do not
anticipate paying any cash dividends in the foreseeable future. Since we do not intend to pay dividends in the foreseeable future,
your ability to receive a return on your investment will depend on any future appreciation in the market price of our Common Shares.
There is no assurance that our Common Shares will appreciate in price.


 


DIVIDENDS
AND DISTRIBUTIONS


 


We have never declared or paid any cash
dividends or distributions on our Common Shares. We intend to retain future earnings, if any, to finance the operation and expansion
of our business and do not anticipate paying any cash dividends or distributions in the foreseeable future. Any future determination
related to dividend policy will be made at the discretion of our board of directors after considering our financial condition,
results of operations, capital requirements, business prospects and other factors the board of directors deems relevant, and subject
to the restrictions contained in our current or future financing instruments.


 


There are no restrictions in our articles
or pursuant to any agreement or understanding to which we are a party that could prevent us from paying dividends or distributions


 




    	32



    	 



    

 


DESCRIPTION
OF CAPITAL STRUCTURE


 


As of the date of this
AIF, our authorized capital structure consists of three classes of shares, Common Shares, Class A Shares and Class B Preferred
Shares.


 


Common Shares


 


We are authorized to issue an unlimited
number of Common Shares without par value, of which 32,492,880 are issued and outstanding and fully paid and non-assessable as
of May 1, 2015. The Common Shares are not subject to any further call or assessment, do not have any pre-emptive, conversion or
redemption rights, and all have equal voting rights. There are no special rights or restrictions of any nature attached to any
of the Common Shares, all of which rank equally as to benefits that may accrue to the holders of the Common Shares. All holders
of Common Shares are entitled to receive a notice of any meeting of the shareholders of RESAAS, excluding meetings at which only
holders of Class A Shares are entitled to vote, and will have one vote for each Common Share held. Voting rights may be exercised
in person or by proxy. Holders of Common Shares are entitled to receive such dividends in any financial year as the board of directors
may declare. In the event of our liquidation, dissolution or winding-up, whether voluntary or involuntary, the holders of the Common
Shares are entitled to receive, ratably in proportion to their ownership interest, the remaining assets of our business.


 


Class A Shares


 


We are authorized to issue an unlimited
number of non-voting, non-transferrable (except in the event of incapacity or death) Class A Shares with a par value of Cnd$0.01
per share, none of which, are issued and outstanding as of May 1, 2015. Class A Shares cannot be issued at a price less than Cnd$2.00
per share. Holders of Class A Shares have no voting rights and no right to receive notice of or attend any meeting of our shareholders,
except meetings at which holders of Class A Shares are entitled to vote. Holders of Class A Shares are not entitled to receive
any dividends.


 


Each issued and outstanding Class A Share
shall be converted into one fully paid Common Share immediately prior to the consummation of any “Change of Control Event”.
A Change of Control Event for this purpose is defined as a merger, amalgamation, arrangement, reorganization, take-over bid, tender
offer, exchange offer, acquisition, sale of shares, or other form of corporate reorganization in which outstanding Common Shares
are exchanged for money, securities or other consideration, with the result that upon completion of the transaction 50% or more
of the voting securities of the company or the resulting issuer, as the case may be, are beneficially owned, directly or indirectly,
by one or more persons other than persons who beneficially own at least 50% of the Common Shares immediately prior to completion
of such transaction. All converted Class A Shares will be cancelled upon conversion and will not be reissued.


 


Class B Shares


 


We are authorized to issue an unlimited
number of Class B Preferred Shares without par value. To enhance the ability of the Company to secure financing in the future,
management of the Company (with shareholder approval) increased its authorized capital by creating a class of “blank cheque”
preferred shares without par value that may be issued in one or more series. The creation of the Class B Preferred Shares allows
the board of directors to react quickly to market conditions and other factors and create a series of shares without the time and
expense involved in calling a special meeting of the shareholders of the Company.


 


The rights and restrictions attached to
the Class B Preferred Shares allow the board of directors to fix the number of shares in the series and to fix the preferences,
special rights and restrictions, privileges, conditions and limitations attached to the shares of that series, before the issuance
of shares of any particular series. The board of directors has the authority to fix, amongst other things, the number of shares
constituting any such series, the voting powers, designation, preferences and relative participation, optional or other special
rights and qualifications, limitations or restrictions thereof, including the dividend rights and dividend rate, terms of redemption
(including sinking fund provisions), redemption price or prices, conversion rights and liquidation preferences of the shares constituting
any series, without any further vote or action by the shareholders of the Company.


 




    	33



    	 



    

 


Warrants


 


As the date of this AIF, the Company had
outstanding warrants to purchase up to 1,555,903 Common Shares at an exercise price of $3.00 per share expiring on January
30, 2016.


 


Options


 


As the date of this AIF, the Company had
outstanding stock options to purchase a total of 3,029,600. Common Shares at exercise prices ranging from $1.10 to $2.35 per share
and expiring on dates ranging from May 2, 2015 to December 23, 2016. All outstanding options were granted under our original Stock
Option Plan, our Amended and Restated Stock Option Plan, or in limited cases, outside either plan.


 


MARKET
FOR SECURITIES


 


Trading Price and Volume


 


Our Common Shares commenced trading on the
CSE under the symbol “RSS” from the time of our initial public offering in February 2011. The following table sets
forth the price ranges and volume of our Common Shares as reported by the CSE for the periods indicated:


 


	 	 	High ($)	 	 	Low ($)	 	 	Volume	 
	2014	 	 	 	 	 	 	 	 	 	 	 	 
	January	 	 	5.05	 	 	 	4.00	 	 	 	492,990	 
	February	 	 	4.30	 	 	 	4.00	 	 	 	302,238	 
	March	 	 	4.60	 	 	 	4.00	 	 	 	148,189	 
	April	 	 	4.10	 	 	 	3.75	 	 	 	172,988	 
	May	 	 	4.00	 	 	 	3.40	 	 	 	111,050	 
	June	 	 	3.45	 	 	 	3.00	 	 	 	192,483	 
	July	 	 	3.62	 	 	 	3.02	 	 	 	126,920	 
	August	 	 	3.95	 	 	 	3.25	 	 	 	55,693	 
	September	 	 	3.79	 	 	 	3.00	 	 	 	109,900	 
	October	 	 	3.20	 	 	 	2.25	 	 	 	56,700	 
	November	 	 	2.45	 	 	 	2.20	 	 	 	130,550	 
	December	 	 	3.05	 	 	 	2.00	 	 	 	183,453	 



 


ESCROWED
SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER


 


National Policy 46-201 Escrow for Initial
Public Offerings (“NP 46-201”) requires that all shares of a domestic issuer owned or controlled by its principals
will be escrowed at the time of the issuer’s initial public offering (“IPO”) in Canada, unless the shares held
by the principal or issuable to the principal upon conversion of convertible securities held by the principal collectively represent
less than 1% of the total issued and outstanding shares of the issuer after giving effect to the IPO.


 


We entered into an
escrow agreement dated October 20, 2010 (the “Escrow Agreement”) with our transfer agent, Olympia Trust Company (now,
Computershare Investor Services Inc.), and certain of our directors, executive officers and insiders. The Escrow Agreement complies
with the provisions of NP 46-201, with the exception of the escrow release period which has been changed to a 66 month release
period as set out in the following table:


 




    	34



    	 



    

 


	Date of Automatic Timed Release	 	Amount of Escrowed Securities Released
	On the IPO Date	 	None
	6 months after the IPO Date	 	None
	12 months after the IPO Date	 	10% of the escrowed securities
	18 months after the IPO Date	 	10% of the escrowed securities
	24 months after the IPO Date	 	10% of the escrowed securities
	30 months after the IPO Date	 	10% of the escrowed securities
	36 months after the IPO Date	 	10% of the escrowed securities
	42 months after the IPO Date	 	10% of the escrowed securities
	48 months after the IPO Date	 	10% of the escrowed securities
	54 months after the IPO Date	 	10% of the escrowed securities
	60 months after the IPO Date	 	10% of the escrowed securities
	66 months after the IPO Date	 	All remaining escrowed securities


 


The automatic timed release escrow applicable
to us resulted in no release from escrow until the date that was 12 months after February 3, 2011, the date on which our Common
Shares were listed for trading on the CSE (the “IPO Date”), at which time 10% of the escrowed securities were released.
The remaining escrowed securities have been and will continue to be released in 10% tranches every six months thereafter.


 


A total of 2,925,001
Common Shares are subject to escrow as of the date of this AIF, as set out in the following table:


 


	Designation of Class	 	Number of

Escrowed Securities	 	Percentage of Class

(%)
	Common Shares	 	2,925,001	 	9.5


 


Other Restrictions on Transfer


 


On October 20, 2010,
we entered into a stock restriction and lock-up agreement with one shareholder to restrict the transfer of an aggregate of 250,000
Common Shares held by such shareholder according to the terms of the escrow release schedule set forth above. As of the date of
this AIF, 75,000 Common Shares held by that shareholder are still restricted pursuant to that agreement.


 


DIRECTORS
AND OFFICERS


 


Name, Occupation and Security Holdings


 


The following table sets out the name, province or state and
country of residence, position and offices held with our company, date appointed, number and percentage of our voting securities
that each of our directors and executive officers beneficially owns, directly or indirectly, or exercises control over, as of the
date of this AIF, and their respective occupations during the past five years. In the table below only, Common Shares are referred
to as “shares”, and incentive stock options are referred to as “options”.


 




    	35



    	 



    

 


	Name, Province/State

and Country of

Residence	 	Position/Office and

Date Appointed	 	Number and

Percentage of

Securities Held and

Direct or Indirect

Ownership (1)	 	Principal Occupations Held for Previous Five

Years
	Cory Brandolini (2)

British Columbia, Canada	 	Chief Executive Officer, Chairman, Director

June 4, 2009	 	
        3,969,001 shares + 13,800 shares (indirect)
        / Nil options

        12.3% (10.7% diluted)
	 	Officer of RESAAS
	Cameron Shippit

British Columbia, Canada	 	Chief Financial Officer, Secretary, Director

June 5, 2009	 	
        1,487,500 shares + 64,468 shares (indirect)
        / Nil options

        4.8% (4.2% diluted)
	 	Officer of RESAAS
	Thomas Rossiter

British Columbia, Canada	 	
        President

        March 13, 2013

        Director

        April 30, 2012
	 	
        Nil shares / 436,750 options

        0.0% (1.2% diluted)
	 	Officer of RESAAS; Former Managing Director at Lightmaker Group Ltd.; Former Technical Manager at Lightmaker UK Ltd.
	Adrian Barrett (2)

British Columbia, Canada	 	Director

December 7, 2009	 	
        4,004,500 shares / Nil options

        12.3% (10.8% diluted
	 	President of Lightmaker Vancouver Inc. and Lightmaker USA Inc.; Chairman of the Board of Lightmaker Group Ltd. (Online media service provider)
	J. Chris Morgando (2)

Nevada, USA	 	Director

June 5, 2009	 	
        225,000 shares / Nil options

        0.7% (0.6% diluted)
	 	Self-employed consultant; Founding Director of First 100, LLC (Hybrid Real Estate Factoring/REIT) 
	Michael St. Hilaire

California, USA	 	Chief Revenue Officer

August 28, 2014	 	
        Nil shares / 250,000 options

        0.0% (0.7% diluted)
	 	Officer of RESAAS
	Marwan Hadded

British Columbia, Canada	 	Chief Technology Officer

August 28, 2014	 	4,800 shares / 315,000 options

0.0% (0.9% diluted)	 	Officer of RESAAS; Former Software Team Lead at B.C. Maritime Employers Association; Former Software Architect at Primisyn; Former Senior Software Engineer at Blast Radius
	Total Common Shares held by or over which dispositive control is exercised by our directors and officers as a group	 	
        9,769,069 shares / 1,001,750 options

        30.1%

        (29.1% diluted)
	 	 


		(1)	Based on 32,492,880 Common Shares issued and outstanding as of the date of this AIF and 37,078,383
Common Shares on a fully-diluted basis, assuming the exercise of all outstanding incentive stock options.



		(2)	Member of the audit committee.



 


Term of Office


 


The term of office of our directors expires
at the time of our annual meeting of shareholders. The term of office of our executive officers expires at the discretion of our
Board.


 


Share Ownership


 


As a group, our directors and executive
officers beneficially own, directly or indirectly, or exercise control or direction over an aggregate of 9,769,069 Common Shares
as of the date of this AIF representing approximately 30.1% of the 32,492,880 issued and outstanding Common Shares and 26.3% of
the fully-diluted 37,078,383 Common Shares (29.1% assuming the exercise of all outstanding incentive stock options held by such
directors and executive officers). The statement as to the number of Common Shares beneficially owned, directly or indirectly,
or over which control or direction is exercised by our directors and executive officers as a group is based upon information furnished
by our directors and executive officers.


 




    	36



    	 



    

 


Cease Trade Orders, Bankruptcies, Penalties or Sanctions


 


To our knowledge, other than as disclosed
herein, none of our directors or executive officers is at the date of this AIF, or was within the past 10 years before the date
of this AIF, a director, chief executive officer or chief financial officer of any company, that:


 


		(a)	was subject to an order that was issued while the director or executive officer was acting in the capacity as director, chief
executive officer or chief financial officer; or



 


		(b)	was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer
or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director,
chief executive officer and chief financial officer.



 


J. Chris Morgando, one of our directors,
was also a director of Itiva Digital Media Corp. (“Itiva”), a position he held from August 16, 2008 to February 3,
2011. Cory Brandolini, our President, CEO and director, was a director of Itiva from October 2, 2006 to September 21, 2007. On
July 30, 2009, Itiva was subject to a cease order (the “CTO”) issued by the British Columbia Securities Commission
for failing to file a report of exempt distribution after distributing securities in reliance upon certain prospectus exemptions
(the “Distributions”) to investors resident in British Columbia. A portion of the Distributions occurred while Mr.
Brandolini served as a director of Itiva; however, Mr. Brandolini was not a director of Itiva while the CTO was in effect. All
of the distributions occurred prior to Mr. Morgando serving as a director, though Mr. Morgando was a director while the CTO was
in effect. The necessary reports of exempt distribution were filed with the Commission on August 6, 2009 and the CTO was subsequently
lifted on October 6, 2009.


 


None of our directors, executive officers
or shareholders holding a sufficient number of our securities to materially affect the control of our company is, or has been within
the past 10 years:


 


		(a)	a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that
person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency
or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or
trustee appointed to hold its assets; or



 


		(b)	become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted
proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets
of the director, executive officer or shareholder.



 


None of our directors, executive officers
or shareholders holding a sufficient number of our securities to materially affect the control of our company has been subject
to:


 


		(a)	any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or
has entered into a settlement agreement with a securities regulatory authority; or



 


		(b)	any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable
investor in making an investment decision.



 


Conflicts of Interest


 


None.


 




    	37



    	 



    

 


PROMOTERS


 


Cory Brandolini, Cameron
Shippit and Adrian Barrett may each be considered to be a “promoter” of RESAAS as that term is defined in the Securities
Act (British Columbia). None of our promoters has received anything of value from us and no promoter has any entitlement to
receive anything of value except as set forth below and elsewhere in this AIF.


 


		1.	Cory Brandolini, our Chief Executive Officer, Chairman and director, subscribed for 3,000,000 Common Shares at a price of $0.005
per Common Share and 1 Common Share at a price of $0.05 for gross proceeds to us of $15,000.05.



 


		2.	Cameron Shippit, our Chief Financial Officer, Secretary and director, subscribed for 1,500,000 Common Shares at a price of
$0.005 per Common Share for gross proceeds to us of $7,500.



 


		3.	Adrian Barrett, our director, is the President of Lightmaker USA Inc., a private company that provided services to develop
our website in exchange for cash consideration during 2011 and 2010, and Lightmaker Vancouver Inc., a former shareholder that received
4,000,000 Common Shares at a deemed price of $0.005 per Common Share for total deemed consideration of $20,000 pursuant to an intellectual
property sale agreement dated June 29, 2009, as amended on July 10, 2009. Mr. Barrett now holds those Common Shares directly.



 


See “Directors
and Officers” and “Interests of Management and Others in Material Transactions” for additional disclosure concerning
our promoters.


 


LEGAL
PROCEEDINGS AND REGULATORY ACTIONS


 


Legal Proceedings


 


Management is not aware of any existing
or contemplated legal proceedings material to RESAAS to which it is a party or to which its property is the subject.


 


Regulatory Actions


 


We have not:


 


		(a)	had any penalties or sanctions imposed against us by a court relating to securities legislation or by a securities regulatory
authority during our most recently completed financial year;



 


		(b)	had any other penalties or sanctions imposed against us by a court or regulatory body that would likely be considered important
to a reasonable investor in making an investment decision; or



 


		(c)	entered into any settlement agreements with a court relating to securities legislation or with a securities regulatory authority
during our most recently completed financial year.



 


INTEREST
OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS


 


Except as disclosed below and elsewhere
in this AIF, no director, executive officer or principal shareholder of RESAAS, or associate or affiliate of any of the foregoing,
has had any material interest, direct or indirect, in any transaction during the financial year ended December 31, 2014 or within
the preceding three financial years or in any proposed transaction that has materially affected or will materially affect our company.


 




    	38



    	 



    

 


During the year ended
December 31, 2014, we incurred $78,214 (2013 - $78,214, 2012 - $56,066) in management fees to each of our Chief Executive Officer
and Chief Financial Officer. During the year ended December 31, 2014, we also incurred bonus expenses of $Nil (2013 - $28,000,
2012 - $2,500) to our Chief Executive Officer and $3,500 (2013 - $3,000, 2012 - $2,500) to our Chief Financial Officer, and recognized
stock-based compensation expense of $Nil (2013 - $7,884) to our Chief Financial Officer. Furthermore, as of December 31, 2014,
we were owed $88,500 (2013 - $88,500, 2012 - $43,500) and $88,400 (2013 - $88,400, 2012 - $43,400), for loans to our Chief Executive
Officer and Chief Financial Officer, respectively, which were unsecured, non-interest bearing, and due on demand. The loans were
converted to bonus compensation in March 2015 for services rendered by each executive in 2013.


 


During the year ended
December 31, 2014, we incurred management fees of $120,330 (2013 - $120,330, 2012 - $123,297) and recognized stock-based compensation
expense of $94,729 (2013 - $198,990, 2012 - $55,572) to our current President and former Chief Technology Officer.


 


During the year ended
December 31, 2014, we incurred salaries and benefits of $102,678 (2013 - $96,001, 2012 - $119,596) and recognized stock-based compensation
expense of $94,739 (2013 - $198,990, 2012 - $78,899) to our current Chief Revenue Officer and former Chief Marketing Officer and
Chief Operating Officer.


 


During the year ended
December 31, 2014, we incurred salaries and benefits of $106,703 (2013 - $96,813, 2012 - $97,610) and recognized stock-based compensation
expense of $373,939 (2013 - $67,548, 2012 - $23,072) to our Chief Technology Officer.


 


TRANSFER
AGENTS AND REGISTRARS


 


The transfer agent and registrar for the
Common Shares is Computershare Investor Services Inc. of Canada at its offices located in Vancouver, British Columbia.


 


MATERIAL
CONTRACTS


 


We did not enter into any material contracts
during the year ended December 31, 2014 or from that time to the date of this AIF that are material to our business.


 


INTERESTS
OF EXPERTS


 


Our consolidated financial statements for
the year ended December 31, 2014 have been audited by KPMG LLP, Chartered Professional Accountants (“KPMG”). KPMG has
confirmed that it is independent within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants
of British Columbia.


 


Our consolidated financial statements for
years ended December 31, 2013 and 2012 have been audited by Saturna Group Chartered Accountants, LLP (“Saturna Group”).
Saturna Group has confirmed that it is independent within the meaning of the Rules of Professional Conduct of the Institute of
Chartered Accountants of British Columbia. Saturna Group was asked to resign by the Company as the auditors of the Company and
did so effective April 6, 2015. KPMG was appointed by the board of directors as the new auditors of the Company commencing April
6, 2015.


 


ADDITIONAL
INFORMATION


 


Audit Committee


 


Pursuant to the provisions of National Instrument
52-110 Audit Committees (“NI 52-110”), reporting issuers in those jurisdictions which have adopted NI 52-110
are required to provide disclosure with respect to its audit committee including the text of the audit committee’s charter,
composition of the committee, and the fees paid to the external auditor. Our audit committee charter is attached as Schedule “A”
to this AIF.


 




    	39



    	 



    

 


Composition of Audit Committee


 


Our Audit Committee is comprised of Cory
Brandolini, Adrian Barrett and J. Chris Morgando. Mr. Morgando and Mr. Barrett are independent directors within the meaning of
NI 52-110. The chairman of the Audit Committee is J. Chris Morgando. All members of the Audit Committee are financially literate.
“Financial literacy” is considered to be the ability to read and understand a company’s fundamental financial
statements, including a company’s balance sheet, statement of income (loss) and cash flow. The members of the Audit Committee
are appointed by the Board at its first meeting following the annual shareholders’ meeting to serve one year terms and are
permitted to serve an unlimited number of consecutive terms.


 


Relevant Education and Experience


 


In addition to each member’s general
business experience, the education and experience of each Audit Committee member that is relevant to the performance of his responsibilities
as an Audit Committee member is as follows:


 


Cory Brandolini
served as a director of Pure Living Media Inc. (formerly TinyMassive Technologies Inc. and now, Scavo Resource Corp.), a CSE listed
issuer, from December 2009 to January 2012. He also worked as an investment advisor at various securities firms, including Gateway
Investment Advisors, LLC from 2003 to 2007, Octagon Capital Corporation from 2000 to 2003 and Wolverton Securities Ltd. from 1988
to 2000.


 


J. Chris Morgando
served as a director and the VP of Corporate Development of Pure Living Media Inc. (formerly TinyMassive Technologies Inc. and
now, Scavo Resource Corp.), a CSE listed company, from March 2010 to June 2011. He also served as its interim President, CEO and
COO for the month of March 2010. Mr. Morgando was also the President, CEO, Interim CFO and a director of Helpeo, Inc., an OTC Bulletin
Board quoted company, from January 2010 until November 2012, and has experience as a director and officer of a private company,
Cinematx Digital Inc., where he acted the President, CFO, Secretary and a director from September 2007 to September 2014.


 


Adrian Barrett
has been a director of RESAAS since December 7, 2009. He has been the Chairman of the board of Lightmaker Group Ltd., a global
award winning, full service digital media agency since October 1997. He is also the President and Chairman of each of Lightmaker
Group’s four subsidiaries: Lightmaker UK Ltd. since September 1999; Lightmaker USA Inc. since November 2005; Lightmaker Amsterdam
BV since March 2006; and, Lightmaker Vancouver Inc. since August 2007. He holds a Bachelor of Science and Economics and Business
from the University of Wales, United Kingdom.


 


Reliance on Certain Exemptions


 


At no time since the commencement of our
most recently completed financial year have we relied on the exemption in sections 2.4 (De Minimis Non-audit Services), 3.2 (Initial
Public Offerings), 3.4 (Events Outside Control of Member), 3.5 (Death, Disability or Resignation of Audit Committee Member) of
NI 52-110, or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.


 


Reliance of the Exemption in Subsection 3.3(2) or Section
3.6


 


At no time since the commencement of our
most recently completed financial year have we relied on the exemption in subsection 3.3(2) (Controlled Companies) or section 3.6
(Temporary Exemption for Limited and Exception Circumstances) of NI 52-110. 


 


Reliance on Section 3.8


 


At no time since the commencement of our
most recently completed financial year have we relied on section 3.8 (Acquisition of Financial Literacy) of NI 52-110.


 


Reliance on Section 6.1


 


Pursuant to section 6.1 of NI 52-110, as
a venture issuer, we are relying on the exemption from the audit committee composition requirements and certain reporting obligations
found in Parts 3 and 5 of NI 52-110.


 




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Audit Committee Oversight


 


At no time since the commencement of our
most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor
not adopted by our board of directors.


 


Pre-Approval Policies and Procedures


 


Our Audit Committee is required to approve
the engagement of our external auditors in respect of non-audit services. The aggregate fees billed by our external auditors for
the last two fiscal years are provided below.


 


	Audit Service Fees	 	Fiscal Year Ended
 December 31, 2014
 ($)	 	 	Fiscal Year Ended
 December 31, 2013
 ($)	 
	Audit Fees (1)	 	 	26,460	 	 	 	20,000	 
	Audit-Related Fees (2)	 	 	-	 	 	 	-	 
	Tax Fees (3)	 	 	-	 	 	 	-	 
	All other fees (4)	 	 	-	 	 	 	-	 
	Total	 	 	26,460	 	 	 	20,000	 



 


		(1)	Aggregate fees billed (or accrued) by our auditors for audit services.



		(2)	Aggregate fees billed (or accrued) by our auditors for audit-related services.



		(3)	Aggregate fees billed (or accrued) by our auditors for professional services rendered for tax compliance,
tax advice and tax planning.



		(4)	Aggregate fees billed (or accrued) by our auditors and not included above.



 


General


 


Additional information relating to our company
and our business may be found on the SEDAR website at www.sedar.com and the CSE website at www.thecse.com.


 


Additional information, including directors’
and officers’ remuneration and indebtedness, principal holders of our securities, and securities authorized for issuance
under equity compensation plans is included in our information circular filed on SEDAR in respect of our annual general meeting
of shareholders held on June 30, 2014.


 


Additional financial information is provided
in our audited consolidated financial statements and management’s discussion and analysis for the financial year ended December
31, 2014.


 




    	41



    	 



    

 


SCHEDULE
A


 


RESAAS SERVICES INC.

(the “Company”)


 


AUDIT COMMITTEE CHARTER


 


This Charter establishes the composition, the authority, roles
and responsibilities and the general objectives of the Company’s audit committee, or its Board of Directors in lieu thereof
(the “Audit Committee”). The roles and responsibilities described in this Charter must at all times be exercised in
compliance with the legislation and regulations governing the Company and any subsidiaries.


 


Composition


 


		(i)	Number of Members. The Audit Committee must be comprised of a minimum of three directors of the Company, a majority
of whom will be independent. Independence of the board members will be as defined by applicable legislation.



 


		(ii)	Chair. If there is more than one member of the Audit Committee, members will appoint a chair of the Audit Committee
(the “Chair”) to serve for a term of one (1) year on an annual basis. The Chair may serve as the chair of the Audit
Committee for any number of consecutive terms.



 


		(iii)	Financially Literacy. All members of the audit committee will be financially literate as defined by applicable legislation.
If upon appointment a member of the Audit Committee is not financially literate as required, the person will be provided with a
period of three months to acquire the required level of financial literacy.



 


Meetings


 


		(i)	Quorum. The quorum required to constitute a meeting of the Audit Committee is set at a majority of members.



 


		(ii)	Agenda. The Chair will set the agenda for each meeting, after consulting with management and the external auditor. Agenda
materials such as draft financial statements must be circulated to all Audit Committee members for members to have a reasonable
amount of time to review the materials prior to the meeting.



 


		(iii)	Notice to Auditors. The Company’s auditors (the “Auditors”) will be provided with notice as necessary
of any Audit Committee meeting, will be invited to attend each such meeting and will receive an opportunity to be heard at those
meetings on matters related to the Auditor’s duties.



 


		(iv)	Minutes. Minutes of the Audit Committee meetings will be accurately recorded, with such minutes recording the decisions
reached by the committee.



 


Roles and Responsibilities


 


The roles and responsibilities of the Audit Committee include
the following:


 


External Auditor


 


The Audit Committee will:


 


		(i)	Selection of the External Auditor. Select, evaluate and recommend to the Board, for shareholder approval, the Auditor
to examine the Company’s accounts, controls and financial statements.



 




    	 



    	 



    

 


		(ii)	Scope of Work. Evaluate, prior to the annual audit by the Auditors, the scope and general extent of the Auditor’s
review, including the Auditor’s engagement letter.



 


		(iii)	Compensation. Recommend to the Board the compensation to be paid to the external auditors.



 


		(iv)	Replacement of Auditor. If necessary, recommend the replacement of the Auditor to the Board.



 


		(v)	Approve Non-Audit Related Services. Pre-approve all non-audit services to be provided by the Auditor to the Company
or its subsidiaries.



 


		(vi)	Direct Responsibility for Overseeing Work of Auditors. Must directly oversee the work of the Auditor. The Auditor must
report directly to the Audit Committee.



 


		(vii)	Resolution of Disputes. Assist with resolving any disputes between the Company’s management and the Auditors regarding
financial reporting.



 


Consolidated Financial Statements and Financial Information


 


The Audit Committee will:


 


		(viii)	Review Audited Financial Statements. Review the audited consolidated financial statements of the Company, discuss those
statements with management and with the Auditor, and recommend their approval to the Board.



 


		(ix)	Review of Interim Financial Statements. Review and discuss with management the quarterly consolidated financial statements,
and if appropriate, recommend their approval by the Board.



 


		(x)	MD&A, Annual and Interim Earnings Press Releases, Audit Committee Reports. Review the Company’s management
discussion and analysis, interim and annual press releases, and audit committee reports before the Company publicly discloses this
information.



 


		(xi)	Auditor Reports and Recommendations. Review and consider any significant reports and recommendations issued by the Auditor,
together with management’s response, and the extent to which recommendations made by the Auditor have been implemented.



 


Risk Management, Internal Controls and Information Systems


 


The Audit Committee will:


 


		(xii)	Internal Control. Review with the Auditors and with management, the general policies and procedures used by the Company
with respect to internal accounting and financial controls. Remain informed, through communications with the Auditor, of any weaknesses
in internal control that could cause errors or deficiencies in financial reporting or deviations from the accounting policies of
the Company or from applicable laws or regulations.



 


		(xiii)	Financial Management. Periodically review the team in place to carry out financial reporting functions, circumstances
surrounding the departure of any officers in charge of financial reporting, and the appointment of individuals in these functions.



 


		(xiv)	Accounting Policies and Practices. Review management plans regarding any changes in accounting practices or policies
and the financial impact thereof.



 


		(xv)	Litigation. Review with the Auditors and legal counsel any litigation, claim or contingency, including tax assessments,
that could have a material effect upon the financial position of the Company and the manner in which these matters are being disclosed
in the consolidated financial statements.



 




    	 



    	 



    

 


		(xvi)	Other. Discuss with management and the Auditors correspondence with regulators, employee complaints, or published reports
that raise material issues regarding the Company’s financial statements or disclosure.



 


Complaints


 


		(xvii)	Accounting, Auditing and Internal Control Complaints. The Audit Committee must establish a procedure for the receipt,
retention and treatment of complaints received by the Company regarding accounting, internal controls or auditing matters.



 


		(xviii)	Employee Complaints. The Audit Committee must establish a procedure for the confidential transmittal on condition of
anonymity by the Company’s employees of concerns regarding questionable accounting or auditing matters.



 


Authority


 


		(i)	Auditor. The Auditor, and any internal auditors hired by the company, will report directly to the Audit Committee.



 


		(ii)	To Retain Independent Advisors. The Audit Committee may, at the Company’s expense and without the approval of
management, retain the services of independent legal counsels and any other advisors it deems necessary to carry out its duties
and set and pay the monetary compensation of these individuals.



 


Reporting


 


The Audit Committee will report to the Board on:


 


		(i)	the Auditor’s independence;



 


		(ii)	the performance of the Auditor and any recommendations of the Audit Committee in relation thereto;



 


		(iii)	the reappointment and termination of the Auditor;



 


		(iv)	the adequacy of the Company’s internal controls and disclosure controls;



 


		(v)	the Audit Committee’s review of the annual and interim consolidated financial statements;



 


		(vi)	the Audit Committee’s review of the annual and interim management discussion and analysis;



 


		(vii)	the Company’s compliance with legal and regulatory matters to the extent they affect the financial statements of the
Company; and



 


		(viii)	all other material matters dealt with by the Audit Committee.