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INFORMATION MEMORANDUM Numada COPYRIGHT 2020 SURF LAKES 2020 COPYRIGHT SURF LAKES HOLDINGS LTD (Incorporated in the Commonwealth of Australia) INFORMATION MEMORANDUM OCTOBER 15, 2020 International Financial Advisor PRIVATE & CONFIDENTIAL PRIVATE Numada PAGE 1 COPYRIGHT 2020 SURF LAKES 2020 COPYRIGHT LEGAL INFORMATION This Information Memorandum has been prepared and of whatever nature that may arise in any way from or issued by Surf Lakes Holdings Ltd (ACN 613 372 955), in connection with the provision of this Information All disclaimers and limitations of liability asserted on behalf a public company incorporated in the Commonwealth Memorandum and any inaccuracy or incompleteness, or of the Company or Numada shall apply equally to their of Australia (“Surf Lakes” or the “Company”), for use by any reliance by any person on it; and related bodies corporate and their officers, associates, parties considering a possible investment in the Company. (c) does not, by this Information Memorandum, provide any representatives and advisers. It does not constitute an invitation, offer or solicitation of recommendation, service or advice. offers to invest in or buy any securities or assets of the The offer of any securities pursuant to this Information Company. Representations upon which investors are entitled to Memorandum is only available to investors to whom an rely, if any, shall be limited to those set out in written offer can be made without the need for a disclosure The Company is conducting a placement of newly issued agreements governing the Offering. Investors should not document to be provided under the Corporations Act shares (the “Offering”) in which PT Numada (“Numada”) rely on the contents of this Information Memorandum, 2001 (Cth) (Corporations Act) or under any other law. This is acting as international financial advisor. Offers to but should satisfy themselves as to the accuracy of such information memorandum is not a prospectus or product participate in the Offering will be extended only by contents by such independent investigation as they or disclosure document or other form of disclosure document Numada. their advisers think fit. under the Corporations Act and has not been lodged with This Information Memorandum has been provided on a Neither this Information Memorandum, nor any other the Australian Securities and Investments Commission. By confidential basis solely for the information of selected information supplied by the Company or Numada is, nor retaining this Information Memorandum, you represent and potential investors. Having provided the Information does it purport to be, investment advice. Neither the warrant that you are not an investor to whom disclosure is Memorandum, no obligation is undertaken to provide Company nor Numada is acting as an investment adviser required to be made under the Corporations Act or under the Interested Parties with access to any additional or providing advice to any investor. any other law in any other applicable jurisdiction. information. Statements as to future events and other forward- All enquiries in connection with the information presented Any reproduction or distribution of this Information looking statements contained herein are provided to in this Information Memorandum should be addressed to: Memorandum, in whole or in part, and any disclosure of its allow potential investors the opportunity to understand contents or use of any information herein for any purpose management’s beliefs and opinions so that they may be other than considering an investment in the Company, is considered in evaluating an investment. Luke Rowe Tom Shreve prohibited. Each recipient, by accepting delivery of this +628158751757 +62818125322 Information Memorandum, agrees to the foregoing. Such forward-looking statements necessarily involve [email protected] [email protected] known and unknown risks and uncertainties, which The materials relating to the Offering do not constitute, may cause actual events to differ materially from any and may not be used in connection with, an offer of projections or predictions expressed or implied by such securities for sale or solicitation of an offer to buy forward-looking statements. These statements are not International Financial Advisor to the Company: securities in any place where such offers or solicitations guarantees of future performance or events, and undue are not permitted by law. reliance should not be placed on them. PT Numada To the extent permitted by law, the Company and each of The delivery of this Information Memorandum shall not Powerhaus Second Floor its agents, directors, officers and employees: create any implication that there has been no change in Jl. Kemang Selatan 99B, (a) does not warrant or represent the origin, validity, the information contained herein since the date hereof, or Jakarta 12730, Indonesia accuracy, completeness or reliability of, or accept any that such information is correct as of any date subsequent responsibility for, errors or omissions in this Information to the date hereof. The Company and Numada undertake www.numada.com Memorandum; no obligation to update the information contained herein, (b) disclaims and excludes all liability for all claims except as required by applicable securities laws. PRIVATE & CONFIDENTIAL PRIVATE PAGE 2 COPYRIGHT 2020 SURF LAKES 2020 COPYRIGHT C0NTENTS LEGAL INFORMATION 02 SECTION 1 - INTRODUCTION 05 1.1. THE OFFERING 05 1.2 THE COMPANY 07 1.3 RISK FACTORS 11 SECTION 2 – COMPANY OVERVIEW 13 2.1 SURF LAKES’ VISION AND PURPOSE 14 2.2 BACKGROUND, HISTORY AND KEY MILESTONES 14 2.3 THE PROBLEM WITH OCEAN SURFING 16 2.4 THE SURFING BOOM 17 2.5 THE SOLUTION TO PROVIDE SURFING TO EVERYONE 18 SECTION 3 - SURF LAKES’ TECHNOLOGY 19 3.1 HOW SURF LAKES WORKS 20 3.2 ABOUT THE TECHNOLOGY 21 3.3 ENERGY EFFICIENCY 27 3.4 CREATIVE DESIGNS 28 3.5 RELATED BUSINESS AND COMMUNITY IMPACTS 29 SECTION 4 -SALES, MARKETING AND CUSTOMERS 30 4.1 EXISTING SURF MARKET SIZE 31 4.2 THEME AND WATERPARK INDUSTRY OVERVIEW 32 4.3 ALTERNATIVE OPPORTUNITIES 33 SECTION 5 - COMPETITION OVERVIEW 35 SECTION 6 – OPERATIONS & SERVICE DELIVERY 40 6.1 LICENSING 41 6.2 PROJECT DEVELOPMENT 43 6.3 PROTECTION OF INTELLECTUAL PROPERTY 45 6.4 RESULTS OF FULL-SCALE PROTOTYPE TESTING 46 SECTION 7 – BOARD & MANAGEMENT 52 7.1 BOARD OF DIRECTORS 53 7.2 EXECUTIVE MANAGEMENT TEAM 55 7.3 SURF LAKES AMBASSADORS 58 SECTION 8 - FINANCIAL INFORMATION 62 8.1 FINANCIAL STATEMENTS AND FORECASTS 63 8.2 CAPITALISATION OF THE COMPANY 65 8.3 PRE-IPO TO IPO/EXIT PATHWAY 66 PRIVATE & CONFIDENTIAL PRIVATE PAGE 3 COPYRIGHT 2020 SURF LAKES 2020 COPYRIGHT 01 INTRODUCTION PRIVATE & CONFIDENTIAL PRIVATE Numada PAGE 4 COPYRIGHT 2020 SURF LAKES 2020 COPYRIGHT INTRODUCTION 1.1 THE OFFERING Surf Lakes Holdings Ltd (ACN 613 372 955), a public company incorporated in All enquiries in connection with the information presented in this the Commonwealth of Australia and registered in the State of Queensland (“Surf Information Memorandum should be addressed to: Lakes” or the “Company”), is conducting a placement of newly issued shares (the “Offering”) in which PT Numada (“Numada”) is acting as international financial advisor. The offer pursuant to this information memorandum is only available to Luke Rowe Tom Shreve investors to whom an offer can be made without the need for a disclosure document +628158751757 +62818125322 to be provided under the Corporations Act 2001 (Cth) or, where investors are located [email protected] [email protected] outside of Australia, where it is lawful to make such an offer to those investors. Surf Lakes has approximately 345.5m outstanding shares held by approx 220 individual shareholders. In addition, the Company has A$3,075,000 of Convertible Notes outstanding, expiring on 30th June 2022, which are convertible into 12.3m International Financial Advisor to the Company: newly issued shares at conversion rate of $0.25 per share. The Offering is targeted to consist of 20,000,000 shares at an issue price of A$0.25/ PT Numada share, for a total Offering size of A$5,000,000, subject to a minimum subscription Powerhaus Second Floor per investor of A$250,000. The Company reserves the right: Jl. Kemang Selatan 99B, • To reduce the size of the Offering, • To increase the size of the Offering, but not in excess of A$10,000,000, Jakarta 12730, Indonesia • To change the minimum subscription amount for each investor, and www.numada.com • To allot orders in the event of oversubscription. The functional currency of the Company is Australian dollars. All references herein to “dollars,” “A$” or “$” are to Australian dollars unless otherwise indicated. On October 1, 2020, an Australian dollar had a quoted value in United States dollars of US$0.72 (seventy-two cents). ADDITIONAL INFORMATION The Company’s website is at www.surf-lakes.com.au. Upon registration with Numada, the permitted recipient of this Information Memorandum may login to www.surf-lakes.com.au/private-placement to review and download: • The Company’s constitution, which sets out certain rights and obligations of shareholders • The Company’s 2019 Annual Report to Shareholders • The Company’s audited financial statements for the year ended June 30, 2020 • Other information currently available to investors and shareholders RISK FACTORS THESE SECURITIES ARE SPECULATIVE. AND INVESTMENT IN THE SHARES INVOLVES A DEGREE OF RISK. SEE “SECTION 1.3 – RISK FACTORS.” PRIVATE & CONFIDENTIAL PRIVATE PAGE 5 COPYRIGHT 2020 SURF LAKES 2020 COPYRIGHT INTRODUCTION USE OF FUNDS TABLE KEY INVESTMENT CONSIDERATIONS Complete commercial design $1,650,000 A Proven at Full Scale: With decades of combined expertise in engineering and Computational Fluid Dynamics (CFD) modelling $130,000 B construction management across mining, civil, commercial and amusement park 1/5 Scale Model at Yeppoon for custom lake refinements $115,000 C sectors, in August 2020 the Company achieved proof of Surf Lakes technology at Prototype repairs, upgrades & demonstrations $550,000 D full scale – not just in theory or in computer modelling.
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