Bulletproof Networks Pty Ltd. signed an agreement to acquire Spencer Resources Limited (ASX:SPA) from a group of shareholders in a reverse merger transaction on October 26, 2013. Under the terms of the transaction, 41.67 million ordinary shares of Spencer Resources, 16.6 million Class A performance shares and 25 million Class B performance shares will be issued as consideration. There is no cash consideration and the performance shares are linked to financial hurdles. The group of shareholders includes Celtic Capital Pty. Ltd., Minotaur Operations Pty Ltd., Cunningham Peterson Sharbanee Securities Pty Ltd, Asset Management Arm, Foresight Pty Ltd, Carbine Tungsten Limited, Symington Pty. Ltd., Cheval Holdings Pty Ltd and others. Spencer will also undergo a capital consolidation after the acquisition and will then raise additional capital of at least AUD 1.6 million. Spencer will change its name to Bulletproof Limited.

The transaction includes the appointment of two new Executive Directors, being the founders of Bulletproof, Anthony Woodward (Chief Executive Officer elect) and Lorenzo Modesto (Chief Operating Officer elect). In addition, Stephe Wilks will be appointed as the new independent Chairman post transaction completion. The transaction is subject to approval by Spencer's shareholders at a meeting scheduled to be held on December 6, 2013 and a number of other matters including a capital raising, compliance with Chapters 1 & 2 of the ASX Listing Rules and re-admission to the official list of ASX. The transaction has been approved by the Board of Spencer Resources Limited. The transaction is expected to close by December 20, 2013. As on November 6, 2013, the completion of the deal does not require capital consolidation. As of November 14, 2013, the business of Spencer Resources will change from exploring for minerals to the provision of managed cloud services to Australian business, enterprise and government customers. As per the independent expert report prepared by Leadenhall, the transaction is fair and reasonable to Spencer's shareholders. The transaction is expected to be completed by January 10, 2014. The meeting of the shareholders of Spencer Resources will be held on December 17, 2013. As of December 12, 2013, Spencer lodged a prospectuswith the Australian Securities and Investment Commission that Spencer will change its name, subject to shareholder approval, to Bulletproof Group Limited. As of December 17, 2013, the transaction was approved by shareholders of Spencer Resources. Leadenhall Corporate Advisory Pty Ltd acted as fairness opinion provider for Spencer Resources. Leadenhall VRG Pty Ltd will receive a fee of AUD 38,500 for its services.

Bulletproof Networks Pty Ltd. completed the acquisition of Spencer Resources Limited (ASX:SPA) from a group of shareholders in a reverse merger transaction on January 20, 2014. The name of Bulletproof Networks Pty Ltd will be changed to Bulletproof Group Limited and it will be listed on the stock exchange will the symbol BPF.