Private and confidential

Strategic Partnership Opportunity


Building the next stage of BizDealRoom

An invitation for one anchor organisation—or two complementary organisations—to become strategic shareholders in an established capital-origination and advisory platform.

Slide 2

The Opportunity

BizDealRoom is considering introducing one or more strategic corporate partners as part of its next stage of growth.

Up to approximately 25% ownership may be made available without requiring a conventional cash acquisition payment.

In return, the selected partner or partners would contribute:

Corporate scale and stability

The financial strength and corporate substance to support the company's next stage.

Market credibility and capability

Leadership, governance, commercial experience and valuable professional relationships.

Transaction pipeline

A credible pipeline of opportunities and an active, long-term commitment to the combined business.

This is a selective process intended to identify the organisation—or combination of organisations—capable of creating the greatest long-term value.

Slide 3

From Sydney to a National Capital Platform

BizDealRoom's origins pre-date its 2018 launch, beginning within a Sydney-based Ray White Commercial business transactions operation.

That experience identified a clear market problem: established private businesses needed a more efficient way to present opportunities and connect with buyers, investors and capital partners beyond traditional one-to-one business broking.

In 2018, Matthew Holland and Mark Bouris launched the digital platform that would become BizDealRoom.

Today, BizDealRoom has:

45,000+

Investors and business buyers

150

Weekly enquiries from businesses seeking capital

3,500+

Registered businesses

Australian and international investor participation · Integrated data rooms, documentation and investor workflows · Capital raising, business sale and strategic transaction opportunities

By investor reach, business participation and breadth of transactions, BizDealRoom has developed into one of Australia's largest privately operated digital platforms for private capital and business transactions. Unlike conventional crowdfunding platforms, BizDealRoom is not restricted to one funding structure or transaction type.

Slide 4

Advisory Is Being

Brought In-House

BizDealRoom previously operated through a network of approximately 14 advisers nationally.

That model has now been substantially wound down. One adviser remains partially active during the transition, while two former adviser arrangements are awaiting finalisation.

Capital advisory is being brought in-house to:

Control mandates

Select the right opportunities and provide a consistent client experience.

Improve transactions

Strengthen preparation, positioning and investor engagement.

Retain and scale

Retain advisory income within the company and build internal capability and enterprise value.

This creates a more controlled, integrated and scalable advisory business.

Slide 5

The Operation is Evolving

BizDealRoom currently operates under an existing real estate and business brokerage licence. Its present marketplace model primarily connects businesses with buyers, investors, strategic partners and private funders. It is not currently operated as a traditional financial advisory or funds management business.

Depending on the future direction, potential pathways include:

Existing marketplace model

Continue under the established marketplace structure while retaining the current business brokerage licence.

Corporate Authorised Representative

Operate as a Corporate Authorised Representative under an existing AFSL. This pathway has already been offered, subject to final agreement and confirmation of the required authorisations.

Future direct licensing

Operate under both frameworks where appropriate or consider a direct AFSL application if future scale and services justify it.

BizDealRoom primarily supports transactions involving wholesale, sophisticated and professional investors. The appropriate framework will ultimately depend on the services and activities undertaken by the combined company.

Slide 6

What the Combination Creates

The combined opportunity: A larger capital-origination and advisory business serving strategic partners and selected external clients across Australian and international markets.

BizDealRoom contributes

Established technology platform

45,000+ investors and buyers. Up to 150 weekly capital enquiries.

Investor and buyer reach

Australian and international investor participation across all transaction types.

Clients and deal flow

Existing clients, external deal flow and capital-origination capability.

Continuing founder leadership

Founder-led with deep platform knowledge and ongoing strategic direction.

Strategic partners contribute

Corporate scale and stability

Financial strength and corporate substance to support the next stage.

Credibility and relationships

Market credibility, governance capability and valuable professional relationships.

A credible transaction pipeline

Active origination of qualifying opportunities and long-term strategic involvement.

International reach

International reach where available, broadening the combined platform's scope.

Slide 7

Two Australian Revenue Engines

BizDealRoom's Australian growth model is built around two complementary income streams.

Platform and advertising income

Target: $50,000 per week

  • Campaign Pro and promoted deal campaigns
  • Featured opportunities and investor distribution
  • Approximately 70% gross profit margin
  • Approximately $2.6 million in annual revenue
  • Approximately $1.82 million in annual gross profit

This is the more scalable income stream, supported by the platform, inbound deal flow and investor audience.

Capital advisory income

Target: $5 million settled per month

  • Advisory fee of 4.95% including GST
  • Approximately $247,500 in monthly fees including GST
  • Approximately $225,000 monthly excluding GST
  • Approximately $2.7 million in annual fees excluding GST

Advisory fees are expected to be shared approximately 50/50 between the company and responsible adviser, with the final allocation determined case by case.

The indicative company share at target is approximately:

  • $112,500 per month excluding GST
  • $1.35 million annually excluding GST
Slide 8

Australian Targets Create Meaningful Scale

The strategic partnership is expected to assist BizDealRoom in achieving—and potentially exceeding—these targets through:

Corporate credibility and scale

A stronger transaction pipeline

Investor and professional relationships

Leadership and specialist capability

Additional advertising and advisory opportunities

Broader sector and geographic reach

These targets represent the Australian opportunity only. They exclude potential income from the United Kingdom, Europe, North America, Asia and other international markets.

These figures are indicative internal targets, not forecasts.

Slide 9

A Discounted Entry Valuation

Financial-services, technology and capital-platform businesses are commonly assessed using revenue and EBITDA methodologies.

Indicative industry reference ranges include:

4–6× revenue

Potentially applicable to scalable platform revenue where growth, recurrence and technology value are demonstrated.

8–12× EBITDA

Potentially applicable to profitable financial-services and capital businesses with sustainable earnings, strong margins and diversified revenue.

Australian achieved-state potential — Based on approximately $3.95 million of target company-retained revenue:

The 8–12× EBITDA methodology would provide an additional valuation reference once sustainable corporate EBITDA has been established.

Proposed strategic entry basis: The Australian income targets have not yet been fully achieved. The proposed transaction is therefore based on an indicative valuation of approximately $10 million, representing a material discount to the potential achieved-state value.

This is an indicative strategic valuation model, not an independent valuation or forecast.

Slide 10

One Partner or Two Complementary Partners

Up to approximately 25% of the combined company may be allocated to strategic partners.

One anchor partner

A single organisation may earn up to 25% where it provides the required scale, stability, capability and long-term commitment.

Two complementary partners

The available interest may instead be divided between organisations providing different but complementary strengths.

An indicative allocation could include:

15%

Anchor strategic partner

10%

Complementary strategic partner

No conventional cash acquisition payment is required, although a potential partner may propose a cash contribution as part of its expression of interest.

The final allocation will reflect the quality, certainty and measurable value of each contribution.

Slide 11

Indicative Ownership and Capital Structure

The preferred future structure is expected to include:

The proposed transaction may involve up to approximately $5 million of incoming capital.

Potential uses include:

Shareholder liquidity — A measured partial exit for Matthew

At least $500,000 of net growth capital

Reasonable transaction and transition costs

Expansion of the in-house advisory capability

The final structure will be designed to accommodate an appropriate full exit, partial exit or continued ownership outcome, subject to consultation and agreement.

Slide 12

Founder-Led and Aligned

This is intended to provide a partial founder exit—not a complete sale.

Matthew would:

Retain approximately 30% ownership

Remain the largest individual shareholder.

Continue as Managing Director

Lead the transition to in-house advisory and remain responsible for executing the growth strategy.

Participate meaningfully in future value creation

A 30% interest in the right combined company may ultimately become more valuable than a substantially larger interest in the existing standalone business.

Matthew is also open to the strategic partner, incoming investors or the company acquiring some or all of his remaining interest at an agreed value in the future.

Slide 13

Strategic Ownership Earned

Strategic ownership would be conditional on genuine contribution and continuing performance.

Potential requirements

  • Completion of financial and corporate due diligence
  • Leadership and governance participation
  • Contribution of agreed corporate resources
  • Introduction of qualifying transaction opportunities
  • Access to commercial and investor relationships
  • Delivery of agreed revenue, capital or growth milestones
  • Continuing involvement over a minimum period

Potential protections

  • Progressive equity vesting
  • Transfer restrictions
  • Company and founder buyback rights
  • Good-leaver and bad-leaver provisions
  • Rights of first refusal
  • Change-of-control protections
  • Insolvency and reputational-risk provisions
  • Recovery of unvested shares following default

The partner must help build the combined company—not simply use the platform for its own capital requirements.

Slide 14

Governance and Future Direction

The proposed structure is intended to preserve stable founder-led management while providing appropriate representation and oversight for incoming shareholders.

Potential arrangements include:

Founder leadership

Matthew continues as Managing Director with a founder board seat and defined authority over day-to-day operations.

Shareholder representation

Appropriate representation for strategic and financial shareholders, with founder consent for specified reserved matters.

Shareholder protection

Protection against involuntary dilution, independent approval of related-party transactions and an agreed pathway for future changes in ownership.

Final governance, regulatory and shareholder protections would be negotiated as part of the formal transaction process.

Slide 15

Invitation to Express Interest

The immediate purpose is not to agree on a final valuation or transaction. It is to determine whether there is sufficient alignment to explore the opportunity.

Selected organisations may submit a confidential, non-binding expression of interest addressing:

Strategic alignment

  • Why the organisations are strategically aligned
  • Corporate scale and financial stability
  • Proposed leadership and governance involvement

Proposed contribution

  • Commercial and investor relationships
  • Verifiable transaction and capital pipeline
  • Cash contribution, if any
  • Non-cash strategic contribution
  • International capability and relationships

Ownership and commitment

  • The ownership interest sought
  • Proposed performance and vesting commitments
  • Long-term intentions for the combined company

The strategic partnership will be awarded based on value, certainty, stability and long-term alignment—not simply the size of a reported pipeline.

The central question: Could our organisations create substantially greater value together than either could create independently?

Submit an Expression of Interest: bizdealroom.com/strategic-partnerships

All structures, valuations, ownership percentages, income targets and funding amounts are indicative and subject to due diligence, professional advice, shareholder consultation, formal agreement and transaction documentation.