Confidential

Private Offering Memorandum

& Deal Summary

Prepared for Macquarie Capital

$25,000,000 USD.
Prepared by Dr. Simon E. Mills, CEO, Locate
1.917.733.1427
simon.mills@locaterealestate.com

This memorandum is submitted to you on a confidential basis for your use solely
in connection with your consideration of an investment in Locate Real Estate
Corporation. Because the information included in this memorandum is not
otherwise available, we ask you to keep it confidential and avoid any distribution
of it to any third party without Locate Real Estate Corporation authorization.
Locate Real Estate is a US C-corporation, incorporated in the state of Delaware USA.
Corporate headquarters: 3 Columbus Circle, 15th floor, New York NY 10019.

Locate Real Estate Corporation | 3 Columbus Circle 15th floor New York NY 10019.

Overview:
Locate Corp, formed in 2013, is a disruptive and innovative online real estate model that
embeds a turn key, branded real estate search portal into national media sites across
the USA and then shares in the transactional revenue associated with the subsequent
deal flow. Locate has established the largest feet-on-the-street real estate brokerage
network in the United States representing nearly 80% of the national listing inventory
that will cover 31 major brokerages in over 40 states. The Locate network includes over
30,000 agents to represent buyer referrals (leads) and the platform will be exposed to
100MM+ visitors per month via media partner networks. (See complete overview in
associated document Locate Investor Overview 3.1.pdf)
Locates listing data accuracy, coverage and utilization are superior to all competitor
portals in that the data is derived directly from MLS (multiple listing service) feeds which
are made available by Locates broker network partners and therefor unavailable to
incumbent portals such as Zillow.com. (NASDAQ: Z, Market cap 5.17B). The nature of
Locates national licensed brokerage platform also allows participation in commission
revenue which competitors such as realtor.com (MOVE/News Corp), Zillow.com and
Trulia.com are unable to do.
The Locate technology infrastructure also allows for international expansion with minimal
adaptation of the platform providing that data is obtainable in the target country.
Use of funds:
A total of $25MM is required to execute Locates near term goals. To activate the Locate
platform nationally and begin revenue generation locate requires working capital of
$5MM. Although the platform and network are fully built to launch-ready status, capital is
required to grow sales and admin staff in order to scale the platform distribution via
strategic media partner networks and SEM traffic generation initiatives. $2MM will be
allocated to further development of the platform technology and mobile device initiatives.
$20MM will be allocated to the acquisition of 51% of a data technology company Home
Junction Inc, a California corporation, which is currently Locates technology
development and data aggregation partner. The Home Junction company overview is
outlined in accompanying document. (Home Junction Investor Snapshot v2.44 (1).pdf)
Proposal:
Locate is offering 49% of its corporate stock through the issuance of new shares to
Macquarie Capital in exchange for an investment of $25MM US. Corporate Governance
and a new board of directors will be created reflecting the revised capital structure. The
investment will be contingent upon Locates completion of the acquisition of 51% of
Home Junction Inc.
Comments.
Locate is cognizant of Macquarie Capitals real estate portal objectives in Australia and
along with Home Junction provides Macquarie with significant advantages in real estate
related data and technology for the Australian initiative. Separately, however, it is
important to note that investment in Locates US operation exposes Macquarie to a
critical strategic position in the explosive and highly valued US real estate portal space
as well as world class data-leveraging capacity and expertise.

Locate Real Estate Corporation | 3 Columbus Circle 15th floor New York NY 10019.