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1 8 March 2017 KABUNI ENTERS INTO A LETTER OF INTENT FOR POTENTIAL SALE OF ITS OPERATING SUBSIDIARIES AND ALSO RESETS STRATEGIC PRIORITIES The Bard f Directrs f Kabuni Ltd. (the Cmpany r Kabuni ) is pleased t annunce the receipt f a signed nn-binding Letter f Intent ( the Letter ) frm Print the Future, Inc. ( PTF ), regarding the ptential acquisitin by PTF f the shares f the Cmpany s perating subsidiaries. Highlights Letter f Intent: PTF prpses t acquire all shares f Kabuni s perating subsidiaries fr ttal grss cash cnsideratin f apprximately AUD $6.52 millin. The parties are expected t enter int a definitive purchase agreement prir t 15 April The prpsed acquisitin is cntingent upn PTF successfully cmpleting an independent financing, a prcess that it expects t cmplete by 30 June In the interim, PTF and Kabuni will enter int a temprary services agreement that will result in PTF financing the perating csts f Kabuni s subsidiaries and the Cmpany s strategy reset. This agreement will last until 30 June 2017 at the latest, unless the parties agree t extend it. Neil Patel, Kabuni s CEO and Managing Directr, is als a Directr f PTF. Mr. Patel will immediately step dwn as Kabuni s CEO and will als resign as a Directr. Reset f Kabuni s Strategic Pririties: Ntwithstanding the receipt f the Letter, Kabuni initiated a full review f the strategic directin f the Cmpany fcused n ensuring mre immediate tangible indicatrs f prf f cncept, and lnger term grwth pprtunities. The intentin f this review was t address shrtcmings in the executin f Cmpany s current strategy, as well as its current cash burn. The new strategic reset will be the subject f a mre cmprehensive annuncement, hwever it is fcused n prviding immediate value t the brader design cmmunity acrss:
2 Netwrks Prviding a cnnective envirnment nline and ffline fr thse in the cmmunity t interact. Educatin Prviding bth a frum fr cntinuus educatin and ad hc curses t be the prvider f chice fr the design cmmunity. Resurces Launching a cmprehensive set f resurces/tls that enable individuals, small businesses and suppliers t run design specific business tls t imprve and grw their business. An interim management structure will wrk clsely with the Directrs and appinted advisrs t prepare the refcused strategy by mid-march Abut PTF PTF is a cmpany incrprated in Delaware, USA since February PTF is an entity assciated with Neil Patel, Kabuni s funder. Kabuni has been advised that PTF is currently a privately wned cmpany and plans t cmplete a Regulatin A+ prcess t cmplete a capital raise and list n the Nasdaq in PTF describes its business as a platfrm which enables its cmmunity members t design, 3D print, recycle and make a psitive impact acrss the glbe. PTF has indicated that its plan is t execute an mni-channel business prviding a wrld-class nline/ffline experience acrss 200 lcatins. At this time, the Cmpany has cnducted very limited due diligence n PTF and is nt in a psitin t assess PTF's ability t meet its bligatins under the Temprary Services Agreement (defined belw) r the cntemplated purchase agreement. As indicated belw, PTF will be required t cmplete an independent financing f at least US$7,000,000 as a cnditin precedent t the acquisitin and there can be n assurance that this cnditin will be met. Letter f Intent Signed with PTF PTF s Letter includes the fllwing key terms: PTF will acquire all issued and utstanding shares f Kabuni s perating subsidiaries, which include Kabuni Technlgies Inc., a cmpany incrprated under the laws f British Clumbia, Canada, Kabuni USA, Inc., a crpratin incrprated under the laws f Delaware, USA, and Kabuni Technlgies (India) Private Limited, a crpratin incrprated under the laws f India. Ttal cash cnsideratin fr the acquisitin will be apprximately AUD $6.52 millin, r the equivalent f $0.027 per share, which represents an 80% premium ver Kabuni s last traded share price f $ The purchase price will be reduced by the amunt f the Service Fees
3 (as defined belw) actually paid by PTF t Kabuni. The acquisitin is cnditinal upn PTF successfully cmpleting an independent financing f at least US$7,000,000. This financing is currently underway, and is expected t reach cmpletin by 30 June Kabuni and PTF expect t enter int a definitive purchase agreement relating t the acquisitin, befre 15 April The letter f intent is indicative nly and nn-binding. As sn as reasnably practicable, Kabuni and PTF will enter int a temprary services agreement (the Temprary Services Agreement ), pursuant t which Kabuni will, n PTF's reasnable request, make certain emplyees and equipment f Kabuni available t prvide sftware develpment, marketing and ther services ( Temprary Services ) t PTF, prvided in each case, that (i) Kabuni s resurces shall cntinue t be applied in rder t carry ut the Kabuni s wn business strategies, and (ii) in n event shall the Temprary Services be rendered t the extent that they result in any adverse impact n the Cmpany s business. In cnsideratin fr the Temprary Services, and fr each mnth f the term f the Temprary Services Agreement, PTF will pay t Kabuni a fee in an amunt that is equal t the perating expenses f Kabuni fr such mnth (including but nt limited t salaries, benefits, third party cntractrs' fees, prfessinal and cnsulting, legal, finance and accunting services, sftware expenses, travel, marketing, rent, ffice, and the Design Campus csts, but excluding any expenses f Kabuni, such as directrs' fees r public cmpany expenses) (the Service Fees ). The intent f Kabuni and PTF is that the Service Fees will nt exceed CAD$300,000 per mnth (thugh any excess will remain payable by the PTF). Neil Patel, Kabuni s Chief Executive Officer, is als a Directr f PTF. As a result, Mr. Patel will immediately resign as Managing Directr and Chief Executive Officer f Kabuni and its subsidiaries. As sn as reasnably practicable and cncurrently with the executin f the Temprary Services Agreement, Kabuni and Neil Patel will execute a mutual release in regard t any liability arising frm Mr. Patel's emplyment agreement with Kabuni. The mutual release will als prvide that Kabuni will cntinue t pay t Mr. Patel an amunt equivalent t his current salary fr a perid f up t 4 mnths (equivalent t a sum f up t CAD$61,666), r earlier if the letter f intent r definitive purchase agreement are terminated. The definitive purchase agreement will prvide fr a break fee f AUD$250,000 in the event f failure f either party t cmplete the terms f said agreement. The letter f intent als prvides that, until the date n which the sharehlders f Kabuni apprve the acquisitin, Kabuni may slicit r cnsider and pursue mre favrable acquisitin prpsals.
4 Kabuni s Directrs are encuraged by the terms f PTF s Letter, which they believe represent an apprpriate return f sharehlder value given the Cmpany s current share price. Hwever, the Bard will als be pleased t cnsider any alternate prpsal that may result frm PTF s expressin f intent. The Bard has als implemented apprpriate internal prcedures t manage ptential cnflicts f interest arising frm the dual-interests f Mr. Patel in Kabuni and PTF. Cmpletin f this transactin will be subject t the apprval f Kabuni s sharehlders. An Independent Expert's Reprt will need t be prepared fr presentatin t Kabuni s sharehlders at a meeting that will be scheduled in the cming mnths. There can be n assurance that any Definitive Agreement will be made. The Cmpany des nt undertake any bligatin t prvide any updates with respect t this r any ther transactin, except as required under applicable law. Executive Changes and Reset f Kabuni s Strategic Pririties Frans Tjallingii, the Cmpany s Chief Operating Officer, will depart the Cmpany, effective immediately, n mutually agreed terms. Lisa Dea, the Cmpany s Chief Financial Officer, will temprarily assume the respnsibilities f Chief Operating Officer. Ms. Dea will reprt directly t Kabuni s Bard f Directrs. Ms. Lri Dennis, the funder f Design Campus (recently acquired by Kabuni) and strategic cnsultant t the Cmpany, will assist with the strategy reset fr the business. This plan will include a set f detailed initiatives surrunding the three key channels: An educatin platfrm fr interir designers, a netwrk t cnnect these designers t bth each ther and ptential clients, and a set f resurces intended t help these designers grw and manage their business. The Cmpany has been advised that Ms. Dennis is als a directr f PTF. The Bard will ensure that apprpriate internal prcedures are implemented t manage ptential cnflicts arising frm the dual-rle f Ms. Dennis in Kabuni and PTF. The plan will be accmpanied by a strategy that gverns its intrductin t its relevant market, the incrpratin f Kabuni s existing technlgy platfrms, metrics fr measuring its success n a three and six-mnths basis, and supprting financial mdels. It is anticipated that this plan will be available fr annuncement t the Cmpany's sharehlders by 30 March 2017.
5 Given this strategic reset and the cnsideratin f bth the prpsal mentined abve and any ptential cmpeting prpsal, as well as the Cmpany s current financial resurces, Kabuni s Directrs have taken steps t immediately reduce the Cmpany s nging peratinal csts. As a result f the strategy review and reset the Cmpany has reduced its headcunt f emplyees and cntractrs by eight peple. Ttal mnthly burn is anticipated t reduce by apprximately CAD $140,000 per mnth, t apprximately CAD$250,000. Fr further infrmatin, please cntact: Tny King Chairman p:
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