INFORMATION MEMORANDUM Numada

SURF LAKES HOLDINGS LTD (Incorporated in the Commonwealth of Australia)

INFORMATION MEMORANDUM OCTOBER 15, 2020

International Financial Advisor PRIVATE & CONFIDENTIAL PRIVATE

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

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

PRIVATE & CONFIDENTIAL PRIVATE Numada

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

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. Surf Lakes is one of only five companies globally to have built a focused surfing wave pool at full scale. Registration and renewal of patents $55,000 E Licensee Interest: Interest in licensing the Surf Lakes product is strong and has International Licensee Sales Business Development $200,000 F increased since proof at full scale. Management is confident that it can meet Progress Surf Lakes Gold Coast Development Application $300,000 G future sales milestones in calendar year 2020. Interest is global in scope and projects are under consideration in North America, Europe, South America, the Progress Surf Lakes Yeppoon Development Application $300,000 G Middle East and Australia. New Team Appointments $600,000 Superior Business Model: Surf Lakes technology offers one of the highest wave General working capital and contingencies $1,100,000 H production levels, the largest waves, the most breaks and guaranteed offshore conditions, while catering for all levels of surfers. It is also competitive in terms of TOTAL $5,000,000 build price, therefore potentially offering the highest return on capital invested for the licensee or operator. IP Owner: Surf Lakes owns all rights to its technology. Investors become Notes to Use of Funds Table: shareholders of this entity, therefore share in all profits, capital gains and success A. Final commercial design of the CWD and systems ahead of the first commercial contract. going forward. To Surf Lakes’ best knowledge, there is no other opportunity for B. CFD modelling for commercial refinements and ‘Standard’ model investors to buy into the global IP owner of a wave pool technology. For investors C. 1/5 Scale Model allows for more cost-efficient modelling for custom lake refinements who want exposure to this rapidly growing sector, investing into Surf Lakes D. Prototype liner refinements & repairs, wave dissipation around Pressure Pot, further demonstrations at the Prototype site in Yeppoon represents a unique opportunity. E. There are currently 2 patents registered and funds are required to continue this process in order to attain the maximum IP protection in key countries such as Australia, USA and UK Potential Game Changer for Surfing: Surf Lakes is an investment opportunity F. Ongoing business development, marketing & promotional costs to generate new business from potential licensees, partners and with the potential to change an entire industry. The Company believes that its investors technology will become the industry standard for inland surfing. G. Costs to engage consultants for attaining DA Approval to construct Surf Lakes-owned commercial surf parks at Gold Coast and Yeppoon. These sites are being progressed in parallel Enormous Untapped Market: There is an enormous untapped growth market given H. General working capital costs and contingency that 99.5 per cent of world’s population is yet to experience surfing. This is the market Surf Lakes aims to address. Additional Growth Opportunities: The Company is preparing to source additional revenue streams by developing and owning (or investing in) Surf Lakes wave parks. These revenues have not yet been included in any of the valuation models to date. PRIVATE & CONFIDENTIAL PRIVATE

1.2 THE COMPANY OVERVIEW

Surf Lakes is an unlisted public company which provides a technologically advanced wave-generating device and bathymetric* reef designs to operators of theme, amusement and watersports parks. It was established in July 2016 and is headquartered on the Gold Coast in Australia. Who is Surf Lakes? Surf Lakes has built a full-scale working prototype at its R&D facility in Yeppoon, Queensland, which is Section 2 being used to test and refine the technology, as well as provide demonstrations to licensees. * Bathymetry refers to the study and mapping of the ocean or lake floor. Surf Lakes specific reef shapes (reef bathymetry) determine the size, shape and type of wave that breaks over it.

What is the Vision and Vision: To become the biggest brand in surfing… Sustainably Section 2 Purpose of Surf Lakes? Purpose: Building surfing communities to create a healthier world

The Surf Lakes product is the combination of a Central Wave Device (CWD), specially designed reef bathymetry and tailored operating processes which together provide a unique commercial opportunity for surf park and leisure operators. The core of the technology is the CWD, which that produces waves from the centre of a body of water. The waves radiate outwards, towards the shoreline, allowing the ability to simultaneously create different sized and shaped waves from a single oscillation or pulse. It also enables Surf Lakes What is the Surf Lakes to design the surrounding reefs and beach to create five wave types surrounded by hundreds of Section 4 Product? metres of wave-facing shoreline. It is the combination of the innovative, patent pending CWD and surrounding bathymetry that provides its competitive advantage. Surf Lakes offers two models of CWD and lake, both of which produce up to 2,000 waves per hour in a range for every level of surfing ability. The original Surf Lakes XL model is based on the Yeppoon prototype, requires a 3.6-hectare lake and produces 2.4-metre waves including expert and pro levels. The Surf Lakes Compact model requires only 2 hectares has the potential to be built in areas closer to higher population densities where larger land holding options may be limited.

The Offering is being conducted by the Company to: • To complete commercial engineering design of the wave mechanism, drive machinery and reef bathymetry Why is the Offer being • Provide investment capital for the early stages of development of Surf Lakes facilities in the conducted? State of Queensland Section 8.4 • Provide a working capital buffer to satisfy all financial requirements until the closing of a larger fundraising planned for mid-2021 PRIVATE & CONFIDENTIAL PRIVATE

1.2 THE COMPANY KEY FEATURES OF SURF LAKES’ BUSINESS MODEL

• Revenue generated directly from Surf Lakes’ CWD technology will consist of technology licensing fees, territorial exclusivity fees, sales of the CWD device to surf park operators, and operating service fees calculated based on the number of waves generated. How will Surf Lakes • The development and ownership (including minority ownership) of surf parks will allow Surf generate its revenue? Section 6 Lakes to capture a share of revenue streams generated by the popularity of the surf parks as a destination, and also give Surf Lakes greater control over the adoption of its technology and development of its brand.

The primary target markets are property developers and water or theme park operators globally. Both these groups have experience in large scale development, and in the case of theme park Who is the target market operators, the experience required to successfully run a Surf Lake. Section 4 for Surf Lakes? Based on sales enquiries received to date, the Company is discovering that its technology is attracting entrepreneurs from many different business backgrounds, due to the revenue earning potential.

Surf Lakes’ competitors fall into two categories: • Alternative technologies – those companies who provide other wave surfing solutions for wave Who are Surf Lakes or water park operators competitors? • Alternative activities – those companies who offer other other uses of available recreational space, from rides and attractions such as water slides in the case of theme park operators, to facilities for other sports such as golfing and skiing in the case of property developers

Surf Lakes’ sales strategy is to prioritise those who have shown eagerness to build their own Surf Lake by lodging with the Company a detailed response to a Request for Proposal (RFP) document and What is Surf Lakes’ sales have the property, approvals and finance already in place. Applicants meeting the minimum criteria strategy? are invited to enter into an Exclusive Territory Agreement to secure exclusivity over a desired territory Section 5 for a defined period of time while definitive Purchase and License Agreements are negotiated. The Company is building a substantial funnel for future projects. PRIVATE & CONFIDENTIAL PRIVATE

1.2 THE COMPANY KEY STRENGTHS

• The highest wave production levels commercially available – over 2,000 waves per hour • The most surfer throughput commercially available – up to 200 surfers per hour • The largest waves – up to 2.4 metre face height and 100 metre wave length in the XL model Surf Lakes competitive • Simultaneous variety – up to five levels of waves, from beginner to expert, at the same time advantage Section 3 • 360 degree configuration means guaranteed offshore conditions regardless of wind direction • Most attractive frontage – every direction from the wave lagoon is high value real estate for retail, commercial, property development and recreational activities

Surf Lakes’ technology is designed to produce over 2,000 surfable waves per hour, double that of Surf Lakes’ nearest competitor, at 1,000 per hour. Wave production potential is expected to translate Revenue generation directly into wave revenue generating potential. Additionally, as the Surf Lakes CWD is centred in the potential middle of a body of water, it creates beachfront property all around it. This has its own potential for Section 3 significant revenue from property development, cafes, restaurants, shops and commercial offices.

The global theme and amusement park market is predicted to grow by over six per cent per annum for the next three years to over US$60 billion per annum. The fastest growing regions are predicted Rapidly growing and to be the Middle East, North Africa, Central and South America and, Asia Pacific. Property developers accessible market and theme park operators are comfortable with investing millions into an attraction that can help drive Section 4 other revenues. (Source: IAAPA) PRIVATE & CONFIDENTIAL PRIVATE

1.2 THE COMPANY DIRECTORS AND MANAGEMENT

The Board comprises: • Charles Foster (Chairman) • Aaron Trevis (Founder, Executive Director & CEO) Who are the Directors of • Reuben Buchanan (Co-Founder, Executive Director) Section 7 Surf Lakes? • John Diddams (Non-Executive Director) • Troy Warfield (Non-Executive Director)

Management comprises: • Aaron Trevis (CEO) • Reuben Buchanan (Business Development) • Chris Hawley (Engineering Advisor - Engenuity Solutions) • Joven Demonteverde (CFO) • Wayne Dart (Media Director) Who are the • Karolina Grubel (Marketing & Administration Manager) Management of Surf Section 7 Lakes? • John Rodriguez (Company Secretary) • Kit Sidwell (Lead Designer – InventMech) • Adam O’Rourke (Project Delivery – Constructive Solutions) • Talon Clemow (Film & Content Manager) • Bryan Gile (Director of Sales - Americas) • Carla Campbell (Office Manager) PRIVATE & CONFIDENTIAL PRIVATE

1.3 RISK FACTORS For further information about the Company’s efforts right at the beginning of the process. There is a risk to mitigate technological risks, see Section 6.3, that if a client is slow in making payments or defaults “Protection of Intellectual Property” and Section 6.4, on payments, the Company could experience a cash Investment in the shares of Surf Lakes may be “Results of Full-Scale Prototype Testing.” shortfall on the related project. If payment delays and considered a high risk investment because of the early cost overruns occur across several projects at the same stage in the Company’s development, the illiquidity time, the result could have a material adverse effect on of its share market, the competitive nature of its OPERATIONAL RISKS the financial health and prospects of the Company. business sector, and other considerations including Most operational risks are associated with The Company is attempting to mitigate the risk by those discussed in this section. Investors are urged to management’s ability to operate the Company effectively requiring that 50 per cent of the entire contract sum for consider these risks and make their own independent and efficiently. any turnkey product order shall be paid upfront before judgement of the suitability of such an investment to The Board believes that the Company currently has work can begin. This is a common practice in the supply their own circumstances. an adequate number of management and staff for the of infrastructure equipment. After the first payment, current phase of Surf Lakes’ development. Part of the the remaining 50 per cent will come in over five equal funds raised in the Offering will be directed toward instalments based on the achievement of certain TECHNOLOGICAL RISKS filling key positions for engineering, operations and milestones. The milestones are tied to the inspection In the Company’s view, the Surf Lakes CWD wave finance staff as different milestones are reached. The of fabricated components at the factory, so that the machine is an innovative technology. The Company’s recruitment process will be targeted to ensure that Company can maintain ownership of and control over the technology risk is predominantly in the CWD and can be the Company has the right resourcing ahead of its first component if payment is not received. broadly categorised into wave quality and reliability risks. construction project. The Board feels this approach, in conjunction with To mitigate these risks, the Company built prototypes to Investors assume the risk of any failure on the part of careful project and financial management, will be prove and test the concept and discover any issues that Surf Lakes’ management to adequately manage the sufficient to prevent a cash shortfall during the contract may impede performance or reliability. business and protect the interests of its shareholders. fulfillment stage. As the designer of an innovative technology, the For further information about the background and Unexpected costs and delays in projects also create Company must protect its intellectual property rights. experience of the Surf Lakes management team, see financial risks for the Company. Any major construction There is a risk that such rights could be lost or eroded Section 7, “Board & Management.” project requires careful planning and tight controls, due to adverse determinations of government patent Some operational risks may be beyond the control of and can be exposed to external economic, political and offices, failure to secure or enforce intellectual property management. environmental shocks. Project cost overruns and delays rights, or competing claiFms by other inventors to rights could have a material adverse effect on the financial over the CWD and other related technologies. FINANCIAL RISKS results and prospects of the Company. Management prioritises the security and protection of The greatest financial risk to the Company is its access As a Company entering a global market, it will necessarily its intellectual property rights to minimize the risk of to capital. It must maintain its Research & Development face foreign exchange rate risks which are different for any such adverse developments. Surf Lakes is currently facility and meet critical ongoing costs, particularly each country in which a Surf Lakes project is located. using a mixture of contractual, regulatory and technical during the period prior to receipt of payment for its first The Company will be less insulated from international methods to protect its intellectual property. turnkey facility order. The Offering itself is an effort to economic and currency disruptions than companies Because the technology has never been broadly mitigate this risk. operating in the domestic market. Such disruptions adopted, it may be necessary to obtain licences and Another major financial risk will occur in the could have a material adverse effect on the Company. permits from various government authorities around commercialisation phase. As the Company enters this the world at such time as the technology is placed into phase, it will be required to meet the demands of each service. There will be no direct precedent to the issues new project from progress payments received. There is a that may be raised in such licencing processes. risk that the timing of cost outflows may be ahead of the Any adverse developments that interfere with the timing of revenue inflows, especially when the Company Company’s maintenance and enforcement of its has little prior experience of delivering a turnkey intellectual property rights, or that impede the broad product. adoption of the Company’s technology, could have a The components of Surf Lakes’ machinery cost a material adverse effect on the business and prospects significant amount to fabricate. Additionally, there are of Surf Lakes. PRIVATE & CONFIDENTIAL PRIVATE significant design costs to each project that occur

INVESTMENT RISKS to move forward with the development of recreational Funding Risk: Higher than expected expenditures may facilities during the covid-19 pandemic. Even if the have a materially adverse effect on the Company’s pandemic does not have an effect on the Company, no financial position. There is a risk that the Company assurance can be given that the covid-19 pandemic may be unable to raise adequate capital to address will not be followed by other similar or worse disruptive unforeseen shortfalls in commercialising its technology. events. If the Company addresses its need for capital by raising The pandemic and other events that have the effect funds through the issue of new shares, the ownership of suppressing travel, tourism, recreation and social of existing shareholders, including subscribers in the gatherings generally could have a material adverse Offering, will be diluted. effect on the Company’s business model and prospects. Exit Risk: Surf Lakes is not currently listed on a securities exchange such as the ASX. It may be assumed that an investment in the shares of Surf Lakes will be difficult OTHER RISKS to liquidate at a price reflecting its full value, or at all, Other risks faced by the Company include changes so long as the Company is an unlisted company. The in economic conditions such as inflation and interest ability of Surf Lakes to offer an exit opportunity for its rates; changes in market conditions affecting supply shareholders is subject to a number of factors, some of and demand; changes in laws and regulations, including which are outside the control of the Company. These taxation and accounting rules; government confiscation factors include the market position and competitive or expropriation; and natural disasters, social upheaval success of the Company, as well as prevailing equity and war. market conditions. Events beyond the control of the Company could affect Speculative Investment: Potential investors should its business and prospects through their impact on consider that an investment in the Company is highly staff, operating costs, and market conditions generally. speculative and should consult their professional The Company’s future revenue and operations can be advisers before deciding whether to participate in the materially affected by these factors, which are beyond Offering. the control of the Company. The risks mentioned in this section ought not to be taken as exhaustive of the risks faced by the Company PANDEMIC RISK or by investors in the Company. These and other factors The Company’s business strategy is based on may materially affect the financial performance of the management’s belief that recreational activities, and Company and the value of the shares to be issued in the surfing in particular, have universal and growing appeal, Offering. and that people will be able to avail themselves of opportunities to use wave park facilities. The covid-19 pandemic has challenged some of these assumptions. Travel is difficult and tourism and air travel are greatly reduced as a result of the pandemic. The duration of the pandemic’s effects is as yet still unknown. The first commercial operation of a Surf Lakes CWD unit is expected to be in 2022. Management believes that the effects of the pandemic will likely have subsided by this time. No assurance can be given that the pandemic effects will be over by the time Surf Lakes units are ready for operation, or that Surf Lakes’ customers will be willing PRIVATE & CONFIDENTIAL PRIVATE

PRIVATE & CONFIDENTIAL PRIVATE Numada

2.1 SURF LAKES’ VISION AND PURPOSE 2.2 BACKGROUND, HISTORY AND KEY MILESTONES Surf Lakes’ motto is “Everybody Gets a Break.” Surf Lakes exists to bring value to the Surf Lakes’ Founder Aaron Trevis first conceived the idea of using concentric waves for community and shareholders via the provision of world-class surfing waves and surfing surfing, when he was skimming rocks in a lake with his children. A series of tests began, related entertainment in safe, family-friendly facilities. Surf Lakes’ aim is building starting in a backyard swimming pool, attempting to discover the best shape of device surfing communities, to create a healthier world. needed to create a credible wave. The pool progressed to a 1:10 scale model on a friend’s farm where, with help from Dr Vision: To become the biggest brand in surfing… Sustainably. Chris Hawley, another of Surf Lakes’ co-founders, they were able to produce a powered device that could generate well-shaped waves. The success of this model attracted Purpose: Building surfing communities to create a healthier world. another founding director, Reuben Buchanan. Sufficient money was raised to produce a much larger 1:5 scale model on a property outside of Melbourne. The tests and the resultant photographs and video were successful, both technically and in attracting further investment into the Company. The succession of larger models has culminated in the construction and development of

PRIVATE & CONFIDENTIAL PRIVATE the full-scale prototype now operating in Yeppoon.

2016 2017 2018 2019 2020

• Former President of Top Golf • Surf Lakes Holdings Ltd is • Central column testing at 1:5 scale • Construction, engineering and lining • Exclusive Territory Agreements International Troy Warfield - joins Surf incorporated site of full-scale prototype in Yeppoon signed (USA, UK) Lakes Board of Directors • Seed funding raised via Axstra Capital • Secured 15 hectares of land in completed in October • Announcement of commencement • In the first half of 2020, a new liner • 1:5 scale model constructed in Yeppoon, Queensland • Phase 1 commissioning and testing of negotiation of first full Purchase & Broadford, Victoria system was tested and installed • 1999 World Champion Mark Occhilupo October 22 License Agreement • Full-scale CFD modelling begins • Changes were also made to several of engaged as Ambassador • Release of footage – global media • Phase 2 commissioning completed the reefs to improve wave quality • Construction of full-scale prototype in received in August • In August the highest stroke of Yeppoon announced • Exclusive Territory Agreement signed • Target full sized wave achieved – with the wave machine was achieved, (USA) wave face height of 2.4 metres at The • Work starts on Yeppoon site in producing waves at The Island / Level Island break October • Redesign and strengthening of CWD 5, which were over 2.4m wave-face • Excavation of full-scale lake • Achieved 15 second rides at Occy’s height. Surf Lakes believes that this

completed Peak is the largest wavepool wave ever • Achieved five levels “5 WAVES” at the produced in the world prototype • Los Angeles License agreement • Sunshine Coast Exclusive Territory signed and paid in mid 2020 Agreement (first payment made, Nevada License agreement signed in pending contract finalisation) – mid 2020 September 2019 • New footage and corporate video • First Licensee Demonstrations – released, resulting in more licensee October 2019 inquiries (over 600 in total have been received) PRIVATE & CONFIDENTIAL PRIVATE

2.3 THE PROBLEM WITH OCEAN SURFING Surfing participation rates are small when compared to Surfers and non-surfers alike identified these issues … mainstream sport. • Overcrowding on waves during good swells Currently there are an estimated 35 million surfers • Poor weather not conducive for good waves worldwide (including bodyboarding and stand up-paddle • Unavailability of night surfing boarding) who partake in the sport regularly (more than twice per year). This is only 0.5 per cent of the global • Strong tides and dangerous rips population. Surf Lakes wave parks provide a solution to all of these In relation to surfing popularity (ie fan-base), it is problems within a controlled environment, with repeatable estimated that the World Surf League (WSL) attracts waves at the rate of 2,000 surfable waves per hour or less than one million viewers to each of its surfing more, and waves for all levels from beginner to expert competitions, which over 10 events equates to under 10 simultaneously. million viewers per annum. Surfing certainly pales in significance compared to global fan bases of: • Soccer – 4 billion • Tennis – 1 billion • Golf – 450 million The problem or challenge is accessibility to waves or to Currently, there are an the ocean itself, either due to inland locations or weather patterns that do not produce ridable surf. Also, many non- surfers have identified certain fears that discourage them estimated 35 million surfers from becoming regular surfers. worldwide (including body Surf Lakes conducted a survey of non-surfers in 2018 via social media. When asked why they had not tried surfing: boarding and stand up-paddle • 30 per cent said they did not believe their fitness level met the requirements for ocean surfing boarding) who partake in the • 19 per cent said they had a fear of sharks and other dangerous marine life sport regularly (more than twice • 18 per cent said they do not have easy access to the ocean or surfable waves per year). This is only 0.5 per • 17 per cent said they were afraid of the big waves cent of the global population. PRIVATE & CONFIDENTIAL PRIVATE

2.4 THE SURFING BOOM Despite these limitations, over the next 10 years, there is expected to be significant growth in surfing popularity and participation, resulting in an unprecedented boom in the industry. There are three factors that will contribute to this predicted growth:

1. TECHNOLOGY 2. OLYMPICS 3. WAVE POOLS • Global manufacturing at scale has resulted in Surfing will make its debut appearance in the 2021 There are currently only seven surfing-focused wave cheaper surfboards and accessories, opening up Summer Olympics in Tokyo, Japan, followed by the 2024 pools in the world that are open to the general public. accessibility to a larger market. Olympics in Paris and the 2028 Olympics in Los Angeles. However, according to Wavepoolmag.com there are • Free, accurate surf forecasts mean surfers know It is expected that the Tokyo Olympics will have over 4 another 40 wave pools announced, under construction, where to go, and when, up to 14 days in advance. billion views, which means that more people will watch or in the planning stages. In the next 10 years the number of wave pools could rise dramatically. More wave pools • Social media is raising awareness and driving desire. surfing at the Olympics than have ever watched surfing before! This will dramatically raise global awareness of will increase accessibility and attract more surfers, • Dozens of free tutorials on YouTube enable anyone to surfing. driving further growth in the surf industry. learn how to surf. Wave pools can bring the exciting sport of surfing to Technology drives down cost, and increases accessibility cities and countries that have never experienced surfing and visibility of the sport, which opens up surfing before, and provide more consistent conditions in to a broader market. These reduced entry barriers, existing surfing areas. together with free information on where and how to surf, encourages more people to enjoy surfing around the world. However, with limited surf breaks, there is often overcrowding at popular surf breaks. PRIVATE & CONFIDENTIAL PRIVATE

IDEAL ATTRIBUTES OF A WAVE POOL:

• Multiple breaks – at least two lefts and two rights

• Multiple wave sizes and variety at the same time

• Ample supply of at least 1,000 waves per hour

• Ocean-like experience – surfing towards the beach, away from walls and fences, on waves that closely mimic natural ocean waves

• Guaranteed offshore conditions 2.5 THE SOLUTION TO PROVIDE A Surf Lakes facility will • Attractive shoreline frontage for retail, SURFING TO EVERYONE commercial and property development In Surf Lakes’ survey, 83 per cent of non-surfing have all of the attributes to respondents said they would try surfing if: meet the criteria mentioned, • High participant throughput to • They had an opportunity to access a safe and controlled environment. providing the best business maximise revenue for peak periods • They had an opportunity to access quality waves. such as summer holidays, weekends • They had an opportunity to access conveniently model and solution for and Friday and Saturday nights located sites within 100 km. any group wishing to bring With this in mind, the ideal solution is to construct an • Suitable for multiple types of surf craft, artificial wave making mechanism and lagoon, located on surfing to their community not just short boards available land near existing population centres whether coastal or land-locked. or existing asset.

• Availability of night surfing

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3.1 HOW SURF LAKES WORKS DIRECT COMPARISON TO COMPETITOR TECHNOLOGIES The Company’s technology produces a variety of high- AMW PERFECT SURF LAKES quality waves that closely mimic those produced in the KSWC THE COVE ocean. The number of waves produced, and the enormous SWELL XL MODEL wave-facing shoreline, makes it an attractive commercial opportunity for potential operators. Maximum wave size 2m 2.1m 1.8m 2.4m+ It works by creating concentric waves that radiate outwards from the Central Wave Device (CWD). The waves Surfable waves per hour 20 1,000 300 2,000+ break upon a variety of submerged reefs and shorelines. Each reef is contoured differently so as to allow the wave Maximum ride length 45s (300m) 15s (80m) 8s (40m) 15s (100m) energy to dissipate and therefore to create waves that break at different speeds, shapes and sizes. Up to 10 separate surfing waves (five lefts and five rights) can be Number of outer breaks 2 4 4 up to 10 generated from each pulse of the CWD. Maximum surfer throughput per hour 2 100 15 200+ In the diagram on the following page, each CWD pulse (10 waves/hour/surfer incl learn-to-surf) creates eight surfable waves, of between 10 and 15 seconds in ride length. The inside of each reef is used for those learning to surf, each with up to 10 beginners. See “Section 5 – Competitor Overview” for further information about competitor technologies. Therefore, in a four-reef configuration, one pulse of the CWD can be utilised by up to 48 surfers – 40 beginners on the inner reefs and eight intermediate to pro on the outer reefs. This maximises wave energy usage, minimising energy cost per wave. The CWD pulses or oscillates up to six times in a row creating sets of waves, much like the ocean. Six pulses, which are each six seconds apart, produce five surfable waves at each break (the first wave is small). So, six pulses over eight breaks creates 40 intermediate to pro waves plus 20 beginner waves, all within 60 seconds. This cycle is repeated every few minutes. Therefore, the Surf Lakes technology is capable of producing over 2,000 rideable waves each hour. PRIVATE & CONFIDENTIAL PRIVATE

3.2 ABOUT THE TECHNOLOGY

Surf Lakes has invented a revolutionary, proprietary method of producing high-quality surfing waves in a controlled lake environment. By sending large concentric waves over separate reef breaks, a Surf Lakes facility is capable of producing over 2000 waves per hour. Each wave varies in size, shape and length, allowing surfers of all abilities to surf at once. The science and engineering behind Surf Lakes is truly revolutionary. Unique bathymetric designs of our pool floor mimic nature and help to produce ocean-like waves. The floor design interacts with our patented wave mechanism where one central swell generates up to 10 separate waves to the surrounding reefs and beach breaks. Surf Lakes’ technology is the world’s first multi-break surf park technology, offering up to five different skill levels of waves simultaneously. This allows for surfers of all abilities and a wide variety of surf craft, to surf at the same time, without the need to run different sessions. For Surf Lakes operators, it means maximum options and flexibility for usage.

SURF LAKES’ PRODUCTS Surf Lakes has two products, each designed to appeal to different markets and also suit varying locations and site sizes. The two models include the Surf Lakes “standard” model and the Surf Lakes XL model. The advantage of utilising Surf Lakes unique concentric wave making technology, is such that wave making ability stays the same regardless of size, therefore the delivery of maximum wave numbers is maintained. When choosing wave making technology, wave count per hour and wave quality are paramount, which is why Surf Lakes product is superior to the competition.

Surf Lakes XL model Surf Lakes Stabdard model PRIVATE & CONFIDENTIAL PRIVATE

SURF LAKES’ PRODUCTS - SURF LAKES XL

Surf Lakes XL facilities are similar to a ski resort, with waves colour-coded, based on their level of difficulty. Beginners can feel safe and secure knowing which waves to surf as they learn and improve their skills, in a controlled environment. The beauty of our design means you don’t have to wait for a specific session that suits you. We produce waves that suit all levels of ability simultaneously. Surf Lakes XL, has a larger footprint and is designed to cater for the beginner through to pro markets and be capable of catering for large international events such as the Olympics. The larger footprint will allow for Surf Lakes XL models to be built with the notion of becoming a premium surf destination or resort appealing to the first timer, families and also the hard-core surfer. With the potential to house five levels of ability simultaneously, potential wave shapes can include:

LEVEL 1 - BEGINNER LEVEL 2 - INTERMEDIATE LEVEL 3 - ADVANCED LEVEL 4 - EXPERT LEVEL 5 - PRO

The Beginners area is the white-wa- The Intermediate wave is a rolling The Advanced wave is a slightly The Expert break has a five second The Pro break is a heavy slab, suit- ter area that rolls through the inside beach break – a gentle wave that’s larger wave, with a steeper take- barrel, followed by a section for able for high level surfers and body- of the reefs. Beginners can learn to easy to catch, ride and learn to do off and more critical sections for advanced turns. The size, speed and boarders. It features a steep, difficult paddle, catch waves and stand up. turns. This wave is also suitable for advanced turns as well as aerial power of this break is suitable for take-off with a fast, heavy barrel. longboarders manoeuvres. competitions and events. PRIVATE & CONFIDENTIAL PRIVATE

SURF LAKES’ PRODUCTS - SURF LAKES STANDARD

Surf Lakes standard has a smaller footprint and is designed to cater for the beginner to intermediate markets. The smaller footprint will allow for Surf Lakes standard models to be built in areas where larger parcels of land are scarce. And with a smaller price tag, while still producing up to 2000 waves per hour, the potential for optimum ROI is at a premium.

LEVEL 1 - BEGINNER LEVEL 2 - INTERMEDIATE LEVEL 3 - ADVANCED

The Beginners area is the white-water area that rolls through The Intermediate wave is a rolling beach break – a gentle The Advanced wave is a slightly larger wave, with a steeper the inside of the reefs. Beginners can learn to paddle, catch wave that’s easy to catch, ride and learn to do turns. This wave take-off and more critical sections for advanced turns as well waves and stand up. is also suitable for longboarders as aerial manoeuvres. PRIVATE & CONFIDENTIAL PRIVATE

SURF LAKES’ PRODUCTS - COMPARISON TABLE

SURF LAKES SURF LAKES XL SURF LAKES SURF LAKES XL

BASIC SPECIFICATIONS Circa US$20m (NB: Pricing Circa US$30m (NB: Pricing SURF CRAFT Cost will vary subject to site, will vary subject to site, Shortboard Yes Yes country, geotechnics etc) country, geotechnics etc) Bodyboard Yes Yes Dimensions 155 metres x 125 metres 210 metres x 170 metres Bodysurfing/Handplane Yes Yes Size (Water Coverage Only) 2 ha 3.6ha Kneeboard Yes Yes Capability 2000 Waves Per Hour 2000 Waves Per Hour Longboard Yes Yes Construction Time Frame 9-12 months 12 months Waveski TBC Yes Max Wave Height 1.8 – 2 metres 2.4 metres plus Stand-up Paddle TBC Yes Max Wave Length 50 metres 100 metres plus Surf foil / SUP foil TBC Yes Ride length time 8-10 seconds 10-15 seconds

WAVE TYPE AND ABILITY LEVEL Beginner Wave Yes Yes OTHER ACTIVITIES Intermediate Wave Yes Yes Learn to Swim Yes Yes Advanced Wave Yes Yes Learn To Surf Yes Yes Expert Wave No Yes Learn To Dive Yes Yes Pro Wave No Upon Request Kayaking Yes Yes E-foiling TBC Yes WATER TYPE Sailing (small sail and wind surfing) TBC Yes Connected water park (toddler pool Salt Yes Yes TBC TBC and slide) Fresh Yes Yes Demonstration and Compe- Demonstration, beginner to Other TBC TBC Events tition Amateur to Interna- intermediate standard tional Pro PRIVATE & CONFIDENTIAL PRIVATE

KEY ADVANTAGES

ONE OF THE HIGHEST WAVE PRODUCTION LEVELS AVAILABLE: SIMULTANEOUS WAVE VARIETY: Surf Lakes facilities have been designed Surf Lakes’ technology is designed to produce over 2,000 surfable to have multiple breaks; simultaneously producing waves for learners waves per hour suitable for all skill levels. through to advanced surfers. Competitor technologies require the wave generator to be adjusted to suit a particular level of surfer.

MOST BEACHFRONT: A standard sized Surf Lakes’ wave park is designed to create at least 800 linear metres of beachfront. This is spread over LOW SETTLEMENT TIME: Due to the unique reef design of Surf Lakes, the four distinct beaches and can provide operators with excellent retail, waves are not affected by backwash from the shoreline or walls. entertainment and property development opportunities.

OFFSHORE CONDITIONS GUARANTEED: Because waves break in all directions, half of the breaks will always be off-shore, regardless of EFFICIENT: Surf Lakes’ technology is designed to maximise the return wind direction. on energy spend. Each swell pulse turns into 10 separate waves, maximising customer participation and throughput. POTENTIAL FOR COMPETITIONS: Surf Lakes has the potential to transform the running of surf competitions. Heats can be run simultaneously across the eight separate breaks, allowing an entire top tier surfing REALISTIC SURFING EXPERIENCE: Surf Lakes’ concentric wave technology event to be completed in one to two days (depending on format). This is designed to offer the most realistic surfing experience: compares to the average time for a top tier ocean or wave pool event • The technology mimics ocean ground swells, with waves of three to five days. Alternatively, fewer breaks could be used for a coming in sets of two to six surf competition, leaving the remaining waves free for public use. • Waves break over specially shaped reefs • Surfing towards the beach offers the most natural surfing MAXIMUM CROWD NUMBERS: With shore breaks potentially on every environment possible – no sight of walls, cages or mechanisms side and a perimeter shoreline of over 800 metres, more learners, nearby swimmers and bodysurfers will likely be able to enjoy a Surf Lakes Each wave starts as an a-frame, then peels off both left and right, just facility at the same time as the main breaks are being surfed; like a perfect ocean reef break. potentially increasing the crowd numbers and revenue potential for the operator.

BEST PROPERTY DEVELOPMENT POTENTIAL MAXIMUM RETURN ON CAPITAL INVESTED: With overall construction costs : The XL model’s 800 metres of (excluding surrounds) of approximately US$30 million for the XL model shoreline potentially allows for property development opportunities and US$20 million for the Compact model, a Surf Lakes facility is where every beachfront is looking into the waves. It also may allow designed to generate the best available return on capital invested. the operators to segment the park into separate areas, further maximising the site and potential uses. PRIVATE & CONFIDENTIAL PRIVATE

Kids learning to surf at the Level 1 Beginner break Luca Doble surfs the Level 2 Intermediate break

Wayne Dart kneeboards the Level 4 Expert break Dale Chapman SUP foils across the channel between the breaks PRIVATE & CONFIDENTIAL PRIVATE

3.3 ENERGY EFFICIENCY One of the interesting elements of the Surf Lakes system The energy sourcing and balancing is a very important is the energy efficiency of wave creation, and the element for each site and the goal at each site should opportunity to recycle energy and/or create renewable be to achieve the status of energy neutral or even net energy to reduce operational costs. positive. The CWD is essentially a floating “ship” that is pushed upwards by the pressure in the centre column. After it reaches maximum height, it falls back down and a pulse is generated, creating multiple waves. When the CWD reaches the bottom of the stroke, the buoyancy lifts it again as a simultaneous pressure force is applied to create the smooth upward movement to the desired stroke level (and therefore wave size). The repeated cycle overcomes some of the inertia of the large mass, and the CWD is tuned to move in harmony with the pulsing swells, thereby minimising the energy required. The interaction between the waves and the reefs is also cyclic, and is designed to creat efficient motion, minimum

wave disturbance and an opportunity to recover energy Return currents are possible from the moving water. source of wave & “tidal” energy The waves break and dissipate energy over the shallow reefs. The overflow gutters around the shoreline collect the remaining wave energy and water volume, redirecting it to the deeper channels, where the water current flows back out to the centre. The outward wave movement in the channel and the returning flow of water are both sources of kinetic energy that could be utilised for electricity generation. Wind and solar generation are more obvious opportunities for renewable energy generation around the site, using buildings and shade structures for placement of solar cells. Wind turbines can be placed in various locations, including around the CWD on the barrier structures. Energy storage is a possibility because the system uses industrial scale compressors to generate high- pressure air, which must be stored. This compressor and storage system capacity could be scaled such that the compressors may be used to store excess electricity from wind and solar generation. Battery storage is another option that could be utilised to balance the energy use SOLAR & WIND ON ROOF PRIVATE & CONFIDENTIAL PRIVATE of the park and to feed back into the grid if desired. PAGE 27 COPYRIGHT 2020 SURF LAKES SURF LAKES’ TECHNOLOGY

3.4 CREATIVE DESIGNS

A key advantage of Surf Lakes’ system is its ability to be designed in a layout that best suits the owner/operator. Possible themes for a site are limitless. The lake can be created in various sizes and shapes, within some limitations and obviously subject to budget constraints. Some clients wish to fit their sites into an existing lake Prototype R&D Facility – Raw Form – where it will be drained so that the bathymetry can be formed and lined, but the natural shoreline shape remains. Others wish to fit the lake profile with natural landforms such as canyons, so a bespoke layout is required. Some have open space and can create a shape to suit. The predominant wind direction/s play a role in design as ideally the client would wish to face the premium breaks into the trade winds, to optimise conditions and therefore revenue potential.

ILLUSTRATIVE LAKE SHAPES

Same Location – Natural Theme

Same Location – Futuristic PRIVATE & CONFIDENTIAL PRIVATE

3.5 RELATED BUSINESS AND COMMUNITY IMPACTS

In addition to creating a surf sports Events and Conferences industry, a Surf Lakes facility Surf Lakes has the ability to draw world opens multiple opportunities to the class water sport events to areas surrounding community. previously unthought of. Weekly surfing events are a reality, Surf Lessons and Water Education with the potential to attract associated Surf Lakes presents opportunities for advertising and sponsorship surf coaches, beach marshals and revenues, along with gate takings and lifeguards to practice their skills and merchandising. Major surfing events teach others. can be held throughout the year with There is also opportunity for the Surf the advantage of knowing that waves Life Saving movement to extend inland will always be available. With the ability and create surf clubs to educate others to create consistent waves of varying about surf and water safety. shapes and sizes, there is also an Advanced surf training for existing opportunity to develop entirely new surfers and pro surfers is also an option, surfing formats with a broader viewer as the waves will be consistent during appeal. the day and night. Community Development Opportunities Tourism and Accommodation A Surf Lakes facility is a perfect place Having a Surf Lakes unit within a new to build teams, whether they be school or existing them park or water park groups, community or corporate creates an incredible, world-class groups. A day at a Surf Lakes facility tourism drawcard. The ability to create can be included in a corporate training waves day and night as well as host experience or end of year reward. international surf events, will captivate Schools located inland can incorporate and entice people from domestic and surfing into the normal sporting international markets. program. Aided by the 360 degree foreshore with a lagoon view, the backdrop is perfect Merchandise and Equipment for the creation of short- and long-term The potential sale of surf boards, surf accommodation. clothing and accessories is another upside for profitable surf parks, as thousands of new entrants are PRIVATE & CONFIDENTIAL PRIVATE

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4.1 EXISTING SURF MARKET SIZE

According to a submission by the International Surfing per cent of respondents who were already surfers said Association (ISA) to the International Olympic Committee they would surf up to 12 times more often (from once in 2012, there are an estimated 35 million surfers per month, to 12 times per month), if there were perfect worldwide, distributed by continent as follows: waves in a safe environment that was close to them. Surf • Americas: 13.5 million parks also provide a year-round opportunity for surfers to hone their skills and get more enjoyment out of ocean • Oceania: 6.5 million surfing. • Asia: 6 million The global market potential is enormous. Every city or • Europe: 4.5 million region with over 250,000 people and a suitable climate could theoretically sustain a Surf Lakes from its own • Africa: 4.5 million population base. In addition, surf destination resorts will An estimated 81 per cent of surfers are male, and 60 serve the existing surfing tourists in surfing destinations per cent of surfers over the age of 25. Over three million like California, Australia and Indonesia, as well as provide people take up surfing, body boarding or SUP (stand up an additional attraction for urban and inland tourist paddle) each year. In Australia, surfing is the second destinations like Paris and Las Vegas. most popular aquatic sport, behind swimming, and ranks immediately behind AFL for overall sports participation. Global surf industry spend is around US$7.29 billion and is expected to grow to US$13.24 billion. Surfing is now an Olympic sport, and will be included in the Tokyo Olympics in 2021. Surfing is growing in popularity and this advancement will create an entirely new market for surfing related products and services, as the sport moves into the mainstream. Outdoor recreational activity enthusiasts are a major segment of the non-surfer community, participating in various sports including water sports and snow skiing. The Outdoor Industry Association indicates that in the USA alone, around 140 million people regularly participate in outdoor recreational activities. While the returns from expanding the market for new surfers are obvious, the quality of Surf Lakes’ breaks allows competent and expert surfers to be considered part of the target market. Surf parks are complementary to ocean surfing as they provide a safe controlled environment that is not subject to weather and other factors. In a survey conducted by Surf Lakes in 2018, 80 PRIVATE & CONFIDENTIAL PRIVATE

4.2 THEME AND WATERPARK INDUSTRY OVERVIEW

• Over one billion people visit theme parks globally • There are more than 300 parks in Europe with • Theme and amusement park revenue is predicted to each year. an overall attendance of 150 million visitors and grow on average, over the period 2017-2022, 24.3 • Since 2012, an average of US$3 billion has been revenues of EUR10 billion. per cent in the Middle East and North Africa, 8.7 per invested into opening new theme parks each year • There are more than 50 theme parks under cent in Latin America, 7.8 per cent in the Asia Pacific development in China. region, 5.3 per cent in North America and 4.7 per • Each year, existing theme parks invest over US$1 cent in Europe (pre-covid estimates). billion on new attractions. A single attraction can • In 2017 global theme and amusement park revenue cost from US$20 million to US$250 million. was US$44.8 billion. • An emerging trend is the growing preference among consumers to spend on experiences rather than • Increased global theme park attendance is driven • Global theme and amusement park revenue is products. largely by strong performance of the major Asian estimated to reach US$60.5 billion globally by 2022, and US operators, including Chimelong, SongCheng, growing slightly faster than global GDP (pre-covid Disney and Universal. Notably the water parks owned estimate). by these chains, saw a healthy growth of 4 per cent • Global theme and amusement park revenue has in the last year pre-pandemic. been growing at between 5 and 8.5 per cent per • There are more than 400 amusement parks and year since 2012 and is expected to continue to grow traditional attractions in the United States alone at an average rate of 6.2 per cent through 2022 In 2008, amusement parks in the United States (pre-covid estimate). entertained 300 million visitors who safely enjoyed more than 1.7 billion rides. PRIVATE & CONFIDENTIAL PRIVATE

4.3 ALTERNATIVE OPPORTUNITIES

GOLF COURSES Opportunity exists to convert a golf course to a Surf Lakes facility, or add Surf Lakes to the golf course. Below are some high-level statistics on golf: • There are estimated to be around 60 million active golfers worldwide. There are around 24 million golfers in the United States alone. • There are over 2,300 “alternative golf facilities” in the United States (practice ranges, miniature golf, and indoor centers) including 1,019 miniature golf facilities and 1,304 driving ranges. Alternative facilities generated $1.131 billion per annum in the United States. • Golf has been flat or declining in recent years. According to the NGF, the number of people who played golf (on a real golf course) in the United States in 2016 fell 1.2 per cent from 2015 to 23.8 million. Participation is declining globally. • 737 courses closed in the United States between 2011 and 2016 – 147 each year. • There are ~ 34,000 golf courses worldwide (~ 15,000 in the United States alone). • Average age of a regular golfer is 56 and 75 per cent are male. • The average course in the United States did 30,000 rounds per annum, which is 82 golfers per day (at an average of US$40 per person per round). Compared to Surf Lakes facilities, golf courses are large, taking up 40 hectares, have significant water requirements, and generate low revenue per square metre. Many are not profitable despite low cost land concessions. A surf park would add value to real estate within the estate and in the general area, and bring more employment opportunities across a broader range of roles. It could generate other revenue opportunities such as conferences, corporate events, school groups, food and beverage sales, and accommodation, and would better utilise existing infrastructure including roads, parking, clubhouse, conference centres and function rooms. PRIVATE & CONFIDENTIAL PRIVATE

PAGE 33 • There are more than 400 amusement parks and traditional attractions in the United States alone. COPYRIGHT 2020 SURF LAKES • In 2008, amusement parks in the United States entertained 300 million SALES, MARKETING visitors who safely enjoyed more than 1.7 billion rides. Benefits of adding a Surf Lakes SNOW SKIING RESORTS There are more than 300 parks in Europe with overall attendance of 150 AND CUSTOMERS facility to a ski village or resort: • There are over 2,132 ski resorts million visitors and revenues of EU10 billion. worldwide, in more than 67 countries, • Most have ample existing hotels, with over 26,000 ski lifts operating. lodges and accommodation. • There are more than 50 theme parks under development in China. There are over 130 million snow skiers • Amenities already exist such as worldwide, representing over 400 equipment hire, change rooms, cafes • In 2017 global theme and amusement park revenue was US $44.8 billion. million ski visits each year. and restaurants. The Alps are the biggest ski destination • Global Theme and amusement park revenue estimated to reach • There is existing high voltage US $60.5 billion globally by 2022, growing slightly faster than in the world, capturing 43 per cent electricity supply. of skier visits. The second biggest global GDP. destination is North America, • There is existing management and accounting for 21 per cent of skier visits operational expertise. • Global theme and amusement park revenue has been growing at between 5 and 8.5% pa since 2012 and expected to continue worldwide. • There is an existing transportation to grow at an average of 6.2% out to 2022. system. • Water is readily available from the • Theme and amusement park revenue is predicted to grow annual snow melt, and most have a on average, over the period 2017 – 2022, 24.3% in the Middle lake, dam or reservoir nearby. East and North Africa, 8.7% in Latin America, 7.8% in the Asia • They have an existing customer Pacific region, 5.3% in North America and 4.7% in Europe. base who enjoy outdoor recreational activities. There is a strong crossover • An emerging trend is the growing preference among between skiing/ snowboarding and consumers to spend on experiences rather than products. Adding a surfing. • With up to six months downtime each Surf Lakes year, growing in some areas due to climate change, a Surf Lakes facility extends the resort’s season to all facility can year round. Staff can be employed full time, avoiding an annual recruitment extend the and layoff cycle. • A surf lake would complement resort’s season summer activities such as mountain biking and hiking. by six months • Surfing and skiing can be co- marketed and combined passes can be offered. each year. • De-risks a ski resort’s business model as a whole is de-risked against climate change and seasonality factors. PRIVATE & CONFIDENTIAL PRIVATE

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THE RACE TO MAKE WAVES Wave making devices and wave pools are not new. In fact, they have been around for many years. In the past five years, there has been a “space race” to become the first to develop artificial waves of quality and size, on multiple breaks and in abundance. In 2012, Wadi Surf opened in Dubai, offering the first artificial surfing wave of reasonable quality. Since then, several new competitors have entered the market, including Wavegarden, Kelly Slater Wave Company and American Wave Machine. PRIVATE & CONFIDENTIAL PRIVATE

There are currently only five companies in the world who have developed wave making technology that is suitable for ocean-like surfing. They are Wavegarden, Kelly Slater Wave Co, American Wave Machines, Murphys Waves and Surf Lakes. There are several other companies who have proposed or designed solutions, but are yet to build a working version at full scale.

WAVEGARDEN (Spain) Founded in 2005, Wavegarden SL is a Spanish engineering company that provides research, design, manufacture, installation, commissioning and promotion of wave generating systems and lagoons for surfing and other water sports. In 2013 they released their wave- SURF SNOWDONIA (Wales) N-LAND (Texas, USA) generating technology, which can produce around 100 surfable waves per hour. Since then they have licensed Surf Snowdonia is an artificial wave pool using the N-Land was the second wave park to use Wavegarden their technology to approximately 50 entities around the Wavegarden Technolgy. It is owned by Conwy Adventure technology, opening in October 2016. The site, has world. Leisure Ltd and is the world’s first true commercial surf recently been sold to Kelly Slater Wave Company and an park. announcement regarding its future is expected to be made The first commercial park to use Wavegarden technology soon. was Surf Snowdonia in the UK, which opened in 2015. In May 2017, Wavegarden released their next generation Location: Dolgarrog, UK wave making technology called “The Cove,” which can Size: 300m long x 110m wide Location: Austin, Texas USA produce up to 1,000 waves per hour. Wave Size: Up to 1.5m face Size: 200m long x 150m wide Ride time: 20 seconds Wave Size: Up to 1.5m face The Cove works via a bank of panels, driven by electric Rides per hr: 80 Ride time: 20 seconds motors, that push water forward and backwards to create Technology: Wavegarden Rides per hr: 80 - 100 the wave. The panels are offset along two sides of the Technology: Wavegarden diamond shaped pool and are programmed to work together to create each wave. The Cove can produce waves of up to 1.8 metres in size. On November 15, 2017 it was announced that WeWork had acquired a significant stake in Wavegarden. PRIVATE & CONFIDENTIAL PRIVATE

WAVE PARK GROUP / URBNSURF (Australia) THE WAVE BRISTOL (UK) THE COVE SOUTH KOREA Wave Park Group trading as Urbnsurf is the Australian The Wave Bristol is the UK licensee of Wavegarden. It is A Wavegarden Cove is the centrepiece of a resort on licensee of Wavegarden. They are planning to open three the second surfing wave pool to open in the UK and Turtle Island, Siheung in the Gyeonggi province of South surf parks in Australia using Wavegarden’s The Cove uses The Cove technology. It is slightly smaller than the Korea. The park is scheduled to open in 2020, and is technology, over the next five years. Urbnsurf facility and offers two outer breaks (one left and being built by Daewon Plus Construction, one of South Above is a photo of the Urbnsurf Tullamarine, which was one right), as well as two learn-to-surf breaks. Korea’s largest real estate and theme park developers. opened to the public in Jan 2020. Urbnsurf also plans to build versions of The Cove in other locations in Australia. Location: Bristol, UK Location: Siheung, South Korea Size: 2 ha Size: 2.2 ha Wave Size: Up to 2m face THE COVE (Melbourne, Australia) Wave Size: Up to 2m face Ride time: 10 to 12 Ride time: 10 to 12 sec Location: Tullamarine, Melbourne VIC Rides per hr: Up to 1,000 Rides per hr: Up to 1,000 Size: 2.2 ha Opening Date: October 2019 Opening Date: 2020 Wave Size: Up to 2m face Ride time: 10 to 18 seconds Rides per hr: Up to 1,000 Opening Date: Jan 2020 PRIVATE & CONFIDENTIAL PRIVATE

KELLY SLATER WAVE CO - KSWC (USA) AMERICAN WAVE MACHINES (USA) MURPHYS WAVES (UK) Video of the facility was released to the public in Founded in 2000 by Californian surfer Bruce McFarland, Murphys Waves Ltd design and manufacture wave December 2015. The Kelly Slater “designed” wave pool American Wave Machines patented their own version generators and specialised surf generator systems for combines cutting edge science, engineering and design of a stationary sheet wave they called SurfStream – an wave pools, surf pools or surf parks. They have a broad to create the longest, rideable open-barrel, man-made endless standing wave, made by continuously pumping range of products from inflatable flow rider-style products wave in the world. The site, located in Fresno, California, water in a recirculating pool and channel system. From to surf park style systems which can produce overhead is not open to the general public, but is available for hire at what Surf Lakes understands, the main difference with sized waves. They have a number of parks globally. They US$50,000 per day. At 20 waves per hour, this works out this technology to that of Wave Loch’s FlowRider is include: to approx US$415 per wave. It is also used for WSL Surfing that riders can use surfboards with fins, as the water is Wadi Adventure Park (UAE) events and by invitation. It works by driving a “keel” or deeper, and the SurfStream can create different types “hull” through the water using a train-like machine that of waves from spilling to barrelling by alternating the The Wadi Adventure Park wave pool (pictured) is capable runs on rails alongside the lake. The system is driven speed and depth of the water. Different scale SurfStream of producing small rolling waves for beginners through by electric motors. This creates a large boat-wake style wave machines have been installed in New Hampshire, to three-metre waves breaking left or right (there are wave that breaks along the opposite edge of the pool as it Peru, Sweden and the Caribbean with others under actually six different settings) every 70 seconds. It’s the becomes shallower. World Surf League bought into KSWC construction in Montreal and Chicago. largest commercial wave-generating machine of its kind in 2016 and are now planning to build the pools around the in the world. world. The California site, originally built as a prototype, • Typhoon Lagoon in Orlando has been upgraded to a commercial venue that is used PERFECTSWELL (USA) • The Mandalay Bay in Las Vegas for events and contests. WSL also recently announced PerfectSwell is the first and only air-pressure system that they intend to build a similar facility on the Sunshine to create naturally occurring ocean swells for authentic • Siam Park in the Canary Islands Coast in QLD. world class surfing. PerfectSwell technology is scalable and can be customized to fit most geographical bounds. PerfectSwell is located at the Barefoot Ski Resort in Waco, Location: Fresno, California Texas. Size: 640m long x 40m wide Wave Size: Up to 2m face Ride time: Up to 45 sec (300m) Rides per hr: 20 PRIVATE & CONFIDENTIAL PRIVATE

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The Surf Lakes business model involves selling a Surf Lakes licence for a territory and purchase of the equipment and working lake under a “turnkey” style arrangement. Licensees will be responsible for finding suitable sites in their area. Many may already have land available if they are converting the land from another use or adding the facility to an existing operation. Once a Licence Agreement for the Territory and a Purchase Agreement has been entered into, and necessary approvals and funding are in place, construction can then begin. Surf Lakes will be responsible for delivery of patented equipment and lake, whilst the licensee will be responsible for delivery of everything outside of the lake perimeter and the working lake infrastructure. The licensee will be responsible for sourcing their own building and construction team for the surrounding perimeter and developments. On completion of construction, Surf Lakes will undertake “commissioning” which involves testing and tuning of the equipment to ensure it performs to the agreed design specification. Once achieved, the project is handed over to the operating company, for commercial operations to commence. Surf Lakes will then provide 24/7 monitoring of the performance of the device and ongoing auditing of operations, under the mandatory service fee arrangement. This model provides Surf Lakes with a scalable and commercially attractive model for producing large numbers of wave parks, without adopting the inherent risks of locating and funding each facility around the world. The model also works for licensees as they know their local market and regulations and are better placed to source sites and develop the perimeter. Surf Lakes is developing teams and relationships to support the construction of the lake so that the licensee can focus on perimeter development. Surf Lakes’ revenue will be generated in three streams. 1. US$100,000 payment for an Exclusive Territory Agreement. Once a site is secured, a License Agreement is signed, representing a further US$150,000- 850,000 payment. 2. Revenue is then generated from the sale of the turnkey package, as described above. Our turnkey model provides 3. Ongoing monthly or quarterly service fees that will be charged to the licensee Surf Lakes with a scalable and based on the number of waves generated by their device to cover monitoring, support and auditing services. commercially attractive model for Maintenance contracts and various other services such as training, events and tours, producing large numbers of wave merchandise sales and advertising will be offered to the licensee as appropriate. parks, without adopting the inherent Surf Lakes may establish an operations company to provide full operations and maintenance of the sites, as many licensees are requesting this support. risks of locating and funding each To date, the Company has signed nine Exclusive Territory Agreements and has collected initial payments under two of these agreements.

PRIVATE & CONFIDENTIAL PRIVATE facility around the world.

PAGE 41 COPYRIGHT 2020 SURF LAKES OPERATIONS & LICENSING MAP The Company has received over 600 inbound enquiries from around the world and have signed SERVICE DELIVERY seven Exclusive Territory Agreements and two License Agreements. The map below shows where the enquiry interest has come from and demonstrates the potential for Surf Lakes globally.

MIDDLE EAST/ASIA EUROPE NORTH AMERICA DENMARK 4 enquiries CANADA UK 25 enquiries 2x Exclusive territory agreement signed NETHERLANDS GERMANY 9 enquiries 18 enquiries RUSSIA 11 enquiries

FRANCE SWITZERLAND NEVADA 4 enquiries 1 x License agreement PORTUGAL 19 enquiries signed USA 17 enquiries 183 enquiries CHINA 14 enquiries SOUTH KOREA LOS ANGELES: ITALY 7 enquiries JAPAN 1 x License agreement SPAIN 22 enquiries QATAR signed TENNESSEE 16 enquiries 8 enquiries 1 x Exclusive territory 1 enquiry agreement signed ISRAEL SAN DIEGO 39 enquiries 1 x Exclusive territory UAE agreement signed HONG KONG MEXICO 14 enquiries 1 enquiry 12 enquiries EGYPT SAUDI ARABIA 2 enquiries 9 enquiries OAHU 1 x Exclusive territory agreement signed OMAN VIETNAM ECUADOR 2 enquiries 2 enquiries 3 enquiries

SINGAPORE PERU 9 enquiries 2 enquiries BRAZIL INDONESIA 40 enquiries 4 enquiries

VANUATU CHILE URUGUAY 3 enquiries 9 enquiries 3 enquiries SUNSHINE COAST 1 x Exclusive territory agreement signed, License FIJI agreement being finalised 3 enquiries ARGENTINA SOUTH AFRICA GOLD COAST 5 enquiries 9 enquiries Territory retained by Surf Lakes Holdings NEW ZEALAND AUSTRALIA 15 enquiries SOUTH AMERICA 141 enquiries AFRICA

AUSTRALIA/PACIFIC PRIVATE & CONFIDENTIAL PRIVATE

6.2 PROJECT DEVELOPMENT The Gold Coast is globally recognised as a leading surfing region with world class surf breaks and three National Surfing Reserves, and is home to many of the world’s best surfers including Mick Fanning, Joel Parkinson, Mark Occhilupo, Steph Gilmore and many more. This is why Surf Lakes, as the only Australian surf/wavepool technology company, has established its global head office on the Gold Coast. On the February 26, 2019, it was announced that Surf Lakes will retain the Gold Coast as a company- owned territory, rather than licensing it to a third party. Within this area Surf Lakes intends to develop an XL model commercial facility. On February 25, 2020, the Company signed a MOU with a private group that owns a suitable site on the Gold Coast. Surf Lakes is now working towards gaining approvals in order to begin construction. The facility will become a world class venue for surfing and training. Surf Lakes will operate this site, or partner with an experienced theme or waterpark operator. It will serve as Surf Lakes global headquarters and as a training facility. The site will be a genuine show piece not only for Surf Lakes technology, but for the Gold Coast as well.

GOLD COAST TERRITORY The boundary of the Company’s exclusive territory is centred in the middle of the Gold Coast and extends out to a radius of approximately 50 km to encompass the southern region of Brisbane to the north, down to Bryon Bay in the south. In terms of accessibility, most located within this boundary can reach the Gold Coast within a 45 minute drive. This leaves most of Brisbane, Ipswich and the Sunshine Coast as separate territories. Within this territory the potential market is: • Gold Coast population 591,000 • Southern Brisbane population 250,000 • Gold Coast annual visitor numbers 10,000,000 • Tweed Heads to Byron Bay population 60,000 • Total 10,901,000

TOURISTS Over 10 million tourists visit the Gold Coast annually. We estimate that less than 1 per cent of this number surf when they visit, whether they are regular surfers, or by partaking in a surf lesson. There are 11 surf schools on the Gold Coast, and Surf Lakes estimates that less than 100,000 people attend a surf lesson each year. This amounts to around 2,000 surf lessons per week. This, combined with domestic regular surfers who visit the coast from other cities, Surf Lakes estimates that around 98 per cent of annual visitors to the Gold Coast do not surf – even though they are visiting one of the world’s most surf-focused cities.

PRIVATE & CONFIDENTIAL PRIVATE

COMPETITIONS Competitions boost tourism numbers and increase visitor nights. For example, in 2018 the Quiksilver Pro, Gold Coast attracted a crowd of around 40,000 people. The financial contribution from each event is estimated to have been around $4.3 million for the Coolangatta area. A world class surfing event, which could be run at a Surf Lakes over the course of a weekend, could attract a crowd of several thousand. If each person spends an average of $50 on entry, food and products, the revenue from such an event would be substantial. This doesn’t include sponsorship or broadcast rights. Events could include long and shortboard surfing competitions for local clubs as well as national and international events. Competitions could be held here for other surf craft including SUP, bodyboarding, kneeboarding, waveskis and bodysurfing. Based on this, a unique surfing facility on the Gold Coast may be able to achieve 600,000 visitors per annum. This would be a combination of beginner surfers, regular surfers, non-surfers (family members), competitors, spectators and beach goers. Anticipated revenue from 600,000 attendees per annum is estimated to be at least $42 million per annum.

SCHOOLS There are 100 primary schools and 21 secondary schools on the Gold Coast. Of these 120+ schools, only two offer surfing as a school sport. All offer sports such as swimming, athletics, netball and soccer. We believe that with the safe, consistent and controlled environment that a Surf Lakes facility can offer, many more Gold Coast schools will add surfing to their curriculum as a regular sports activity, as well as holding interschool and interstate surfing competitions, as they do with every other sport.

CORPORATE AND PRIVATE EVENTS The facility can be used to host corporate events as well as private celebrations whereby a group hires out a surf break for an hour a day, along with catering and conference facilities.

FINANCIAL POTENTIAL According to the 2015 Theme Entertainment Association Report, Wet & Wild, the Gold Coast attracts 1.2 million visitors per annum. A unique surfing facility on the Gold Coast may be able to attract 375,000 visitors per annum. This would be a combination of beginner surfers, regular surfers, spectators, competitors, events and beach goers. Anticipated revenue from 375,000 attendees per annum is estimated to be over $22 million per annum.

FUNDING Funding of the construction could be a mix of equity, debt and Government assistance. This is yet to be finalised.

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6.3 PROTECTION OF INTELLECTUAL PROPERTY Surf Lakes is protecting its intellectual property through patent and trademark applications. Further work and applications are required to ensure that Surf Lakes’ rights are secured and maintained. Surf Lakes is currently pursuing two primary patents in various jurisdictions around the world. Patent 1, “Surfing Wave Generation,” has been granted in 22 countries and is pending in another 13 countries. This patent relates to the broader concept of generating concentric waves with a central device, as well as applying the specific layout to shape and control the waves. Patent 2, “Non-Contact Liquid Sealing Actuator System,” relates specifically to the CWD. This is in national phase, having been granted in two countries, the United States and South Africa, and pending in another 19 countries, plus Europe. Because patents are subject to national jurisdiction, Surf Lakes must argue the merits of each patent in each country. Surf Lakes does not expect all of the claims in every patent application to be successful, but based on advice of counsel, Surf Lakes expects to be granted patents in most of the countries in which it has applied. More patents are being considered by the team as the Company continues to innovate and improve. PRIVATE & CONFIDENTIAL PRIVATE

PAGE 45 • COPYRIGHT 2020 SURF LAKES OPERATIONS & 6.4 RESULTS OF FULL-SCALE PROTOTYPE TESTING SERVICE DELIVERY Testing of the full-scale prototype in Yeppoon continued in August 2019 through to September 2020. The tests proved to be successful with excellent results, some exceeding Surf Lakes engineering team’s initial expectations. Results include: • Excellent shape of waves produced at the Beach break (level 2), Occy’s Peak (level 4) and The Island (level 5) • Identifying that the wave period was sufficient – ie the distance between a wave and the wave following it –allowing riders to easily select and enter their own ride from the take-off zone • The wave swell size relative to the stroke length (ie distance CWD goes up and down) was in the upper range of expectations • The CWD bowl, weighing approximately 1,400 tonnes, performed well and is remarkably stable with no lateral movement • The unique combination of pneumatics and hydraulics to power the device had no problem lifting the CWD out of the water repeatedly and with highly adjustable timings via the valves and software control system • The effectiveness of the channel design for returning water back to the middle of the lake was such that complete water stabilisation occurred in less than 30 seconds from completion of the waves • Surf Lakes bespoke computerised control program which operated the device worked extremely well • Surf Lakes suite of 60 monitoring systems and gauges, which collects data up to 100 times per second, performed very well collecting a significant amount of data during the testing period • Wave faces of over 2.4 metres were achieved at The Island break on a potential stroke of 80%. This confirms that once 100% stroke length is achieve, that waves beyond 2.4m are will be achieved • Sets of up to four waves have been achieved. Across the twelve breaks, this produces 48 surfable waves within 30 seconds. Commercial machines will have the capacity to produce five wave sets at chosen intervals to give over 2000 rides per hour if required. • Testing of crowd control and safety systems during demonstrations have proved to be successful PRIVATE & CONFIDENTIAL PRIVATE

Felicity Palmateer, professional surfer and Billabong team rider, surfs the Level3 Advanced break

Ben Player, three times World Bodyboarding Champion, on the Level 5 Pro break PRIVATE & CONFIDENTIAL PRIVATE Former pro-surfer Dean “Dingo” Morrison on the Level 5 Pro break PAGE 47 COPYRIGHT 2020 SURF LAKES

Jay and Mark Occhilupo surf Occy’s Peak, a Level 4 Expert break Mark Occhilupo, 1999 World Champion

Jay Occhilupo, Qld Junior Champion, Connor O’Leary, professional surfer rides the barrel at the Level 4 Expert break PRIVATE & CONFIDENTIAL PRIVATE

Pro Surfer Seldon Simkis from the Gold Coast

Laura Enever and Felicity Palmateer, professional surfers

PRIVATE & CONFIDENTIAL PRIVATE Mark Occhilupo, 1999 World Champion

PRIVATE & CONFIDENTIAL PRIVATE Pro-surfer Coby Perkovich, on the Level 5 Pro break

Ben Player, three times World Bodyboarding Champion,

PRIVATE & CONFIDENTIAL PRIVATE gets barreled inside a full sized 2.4 metre face-height wave at the Level 5 Pro break

PRIVATE & CONFIDENTIAL PRIVATE Numada

CHARLES FOSTER Chairman and Non-Executive Director B.V.Sc.(Hons) Dr Foster is a successful entrepreneur, investor and business manager with over 33 years’ experience. He was part owner and general manager for AHA for 19 years, which in 2015 participated in the roll up and listing of National Veterinary Care Ltd. He is now on the board of a range of companies including Mission Aviation Fellowship Australia, Healthy Vibrant Communities and IQ Energy Canada. As a founding investor and significant shareholder in Surf Lakes Holdings, Charles is passionate about Surf Lakes technology and its global potential. With his diverse background, experience and skills with private and public companies, he is a welcome addition to the board of Surf Lakes.

AARON TREVIS Founder and CEO BEng (Mining) Aaron Trevis is a mining engineer and graduate of the Australian Institute of Company Directors. As the Founder Aaron is the driver behind the Surf Lakes™ project, taking the technology concept from idea stage to startup and on to the global entity that is evolving today. Aaron has a diverse leadership and management background, covering underground coal mining, executive search and national leadership of a large not-for-profit organisation. As a keen surfer, he has a well-stated mission to take waves to the masses so that the thrill of surfing can be shared and enjoyed by anyone regardless of ability or location.

REUBEN BUCHANAN Co-Founder and Executive Director Reuben is one of the founding Directors of Surf Lakes. He has over 22 years’ experience in the finance, investment and media industries. He was the Founder of Wealth Creator Magazine in 2002, which he later sold. He also co-founded Wholesale Investor in 2008, founded Axstra Capital in 2010, and holds an Australian financial services licence. Today Reuben specialises in corporate finance and capital raising, having raised over $120 million in equity for his clients in the past 10 years. He has participated in two ASX listings, served on several Prospectus Due Diligence Committees and was previously a Director of small cap ASX listed tech company. PRIVATE & CONFIDENTIAL PRIVATE

JOHN DIDDAMS Non-Executive Director B Com, FCPA, FAICD John is a professional Non-Executive Director with a proven track record of taking companies from pre-IPO through to IPO and exit. John has over 40 years’ experience as a CFO, CEO and director of both private and publicly listed companies. He has extensive knowledge and experience in the practical application of ASX Listing Rules, Australian corporations law, international accounting standards and corporate governance. He has managed the process to successfully float many diverse enterprises, including oil and gas interests, food distribution and retail, a fine wool processing plant, an telecommunications company, a biotech company, an internet advertising initiative, a dental device for snoring and sleep apnoea, an indoor skydiving company, an aircraft startup, a breast care tech company, an adventure tourism company and a healthy fast food restaurant chain. John holds a Bachelor of Commerce degree from University of New South Wales, is Fellow of the Australian Society of CPAs and a Fellow of the Australian Institute of Company Directors. John is currently a Non-Executive Director of Volpara Health Technologies Limited (ASX:VHT) and Aroa Biosurgery Limited (ASX:ARX), and was until recently a Non-executive Director of Experience Co Limited (ASX: EXP).

TROY WARFIELD Non-Executive Director BCom MBA Troy Warfield is a highly experienced international business executive, having worked at Executive Committee level and senior leadership level in some of the most successful companies globally across consumer goods, travel and hospitality and sports media entertainment. He has served on the Executive Committee of British Airways, as Executive Director of Brands and Customer Experience, leading more than 16,000 people, and on the Executive Committee of Avis Budget Zipcar International, as Chief Commercial and Licensee Officer. Previously he had over 20 years’ leadership experience in consumer goods as Vice President of Kimberly Clark, Europe, and as Vice President and Managing Director, UK and Ireland, and prior to this with Unilever across both the UK and Australasia as Customer Development Director, and a number of senior roles in both marketing and sales. Most recently, Troy served as the President of Topgolf International, responsible for rapidly growing its sports and media entertainment business globally, and has recently become a Non-Executive Director of Surf Lakes, advising the Chair and CEO. He holds an MBA from Macquarie University and a Bachelor of Commerce degree from University of New South Wales, and is a fellow of both the Marketing Society and the Institute of Grocery Distributors of Great Britain. He has combined this with a passion for giving back to the community, with Board advisory roles for the Teenage Cancer Trust and Camp Quality, and as chair of the British Airways CSR Board, which raised over US$40m for charities across the UK and Africa. He lives in the UK with his three children, coaches rugby, and enjoys the theatre and arts, keeping fit and travel. PRIVATE & CONFIDENTIAL PRIVATE

Dr CHRIS HAWLEY Engineering Advisor (via Engenuity Solutions) PhD, BE (Hons), Grad Dip Mgmt, CPEng Chris Hawley has worked as an engineer and project manager across a range of industries; R&D, technology development and startup, heavy industrial, mining, ports and infrastructure. His background includes extensive experience in detailed electrical design, as well as auditing, project and contract management. Chris works regularly with large theme parks and brings current working knowledge of practices and standards relevant to the design and operations of Surf Lakes™. Chris is a Co-Founder of Surf Lakes and is also the Founder of Engenuity Solutions, a specialist engineering firm based on the Gold Coast.

JOVEN DEMONTEVERDE CFO (interim) BBus CA

Joven has over nine years experience as an accountant in both public practice and commercial industry. He has owned and operated several businesses over the past decade, two of which have been accounting firms, and has consulted to numerous businesses as their Financial Controller or CFO. Joven has helped raise in excess of $30 million for several companies, two of which he has helped take through to IPO. Having worked with countless SMEs over the years, Joven brings both breadth and depth of experience in the areas of cash flow management, forecasting, and financial modelling in support of key business decisions.

WAYNE DART Media Director BEd, B.Comm. Wayne has been involved in the surfing industry since the mid-1980s. First, a judge and administrator at local, state, national and international levels, Wayne progressed to commentating at international surfing events including hosting early stage event web casts. After a stint as Tracks Surfing Magazine Editor in 1997-2000 and Dep Ed of FHM Australia in 2002-2003, Wayne became Editorial Director of EMAP Action Sports. In 2005 Wayne progressed to become Media Director at ASP International and in mid-2007 left to create his own global wellness company, Corporate Wellness Australia. Wayne linked with Surf Lakes in 2015 and now manages many facets related to media, sales and operations. PRIVATE & CONFIDENTIAL PRIVATE

PAGE 55 COPYRIGHT 2020 SURF LAKES ADAM O’ROURKE BOARD & Project Delivery BE (Hons), CPEng MANAGEMENT Adam is a civil/structural engineer with experience working across heavy industrial, mining, hydrocarbons and infrastructure industries. Adam is an experienced leader, having managed engineering teams in the 7.2 EXECUTIVE MANAGEMENT delivery of complex multi-disciplinary projects. With an extensive design background, utilising FEA and other advanced tools to deliver designs, he has designed structures in many locations around the world, and is well versed in how to deal with location specific challenges such as earthquakes, typhoons, snow, and complex ground conditions. He has also undertaken numerous third-party design reviews and forensic engineering assessments. Adam is the founder of Constructive Solutions Structural, a structural engineering firm based in Brisbane.

KIT SIDWELL Lead Mechanical Engineer ME, BE (Hons), RPEQ Kit has worked as a mechanical design engineer and consultant in a wide range of industries and across broad project scopes. His background includes a variety of applications such as hovercraft, aircraft, surfboard manufacturing, minerals processing equipment, and consulting in a variety of industrial fields. Kit is the mechanical designer of the Surf Lakes™ machine.

KAROLINA GRUBEL Administration Manager and Marketing Coordinator MBA, Dip. Marketing, Adv. Dip. Leadership and Management Karolina joined Surf Lakes with the dual role of Investor Relations, and Marketing, Events and Administrative Coordinator. With a Master of Marketing and Management degree from the University of Finance and Administration in the Czech Republic, she brings both creativity and a client-centric approach to her work, coupled with solid business and finance acumen. Karolina has over nine years of experience in the field of marketing, having managed all aspects of advertising and events from development to implementation.

TALON CLEMOW Film and Content Manager

Talon Clemow is an independent award winning director and documentary producer with 28 years of experience in the broadcast, production and post-production fields. Talon worked for 13 years in the broadcast television industry with the BBC, CNN, CNBC Europe, IMG Media’s Trans World International and others together with some of the best journalists, outside broadcasts teams, camera crews, lighting technicians, sound engineers and post-production facilities in the world. Talon has also spent 15 years working in the action sports arena, managing all areas of Billabong’s Media Production Department and live webcast crew for Billabong ASP World Events, and directing and producing branded content for top brands like Quiksilver and Red Bull, television shows, fashion shoots and marketing campaigns with high profile athletes and talent. PRIVATE & CONFIDENTIAL PRIVATE

MANAGEMENT Bryan is a seasoned entrepreneur with 15 years’ experience focused in Sales and Event Organization. Coming from a background operating professional skydiving businesses, Bryan saw how the advent of indoor- 7.2 EXECUTIVE MANAGEMENT skydiving windtunnels forever changed his sport. As an avid surfer, he paid close attention when this parallel concept began developing in the surf industry and knew the future of Surfing was set toward wavepool technologies. Originally desiring to enter the space as a licensee, Bryan conducted an independent research study in 2019 of the major surf park manufacturers across the globe. After seeing the Surf Lakes R&D facility, he knew that this was not only the industry’s premier technology provider, but that it was backed by a truly world class team. Given his knowledge of the industry, sales background, and proficiency in Spanish & Portuguese, Bryan became an ideal candidate to join the Surf Lakes family and expand Business Development across the Americas.

CARA CAMPBELL Office & Administrative Manager

Cara joined Surf Lakes as our Office Manager with a strong background in Administration across several fields including, Sales, Business Management, Travel Consultancy and Resort properties as well as over 12 years of experience in event management. Cara assists in the development and implementation of firm policies and procedures, manages and oversees the administration of HR policies, programs and practices within the firm. PRIVATE & CONFIDENTIAL PRIVATE

MARK “OCCY” OCCHILUPO Ambassador With over 40 years competing and working in the surf industry, plus having surfed every kind of wave imaginable, Occy is an invaluable resource to Surf Lakes. His involvement to date has been as a media representative as well as providing input and feedback on wave design. He is also well connected in the surf industry, from key people at surf brands like Billabong, through to pro surfers (past and present) as well as the global surf media.

Career Overview: Hailing from Kurnell on Sydney’s southern beaches, Mark Occhilupo began surfing at age nine and immediately began showing incredible promise. By his mid-teens Occy had quickly progressed to become one of the sport’s most prolific athletes when in 1984 (aged 16) he snuck in past surfing’s old guard and into the world top 16. “It really feels like an ocean wave In 1988 Occy drifted away from competitive surfing but returned almost 10 years later and in 1999 he finally claimed his much-deserved world champion as it pushes along the reefs here. crown (at age 33) and he continued to test his mettle on the surfing world stage until competition retirement in 2006. Occy is renowned for influencing I am so stoked!” three generations of surfers both with his unbridled wave riding flair and his charismatic and extremely likable nature.

Career Highlights: 1985 Pipeline Masters 1999 Quicksilver Pro Fiji 1998 Rip Curl Bells Beach 1999 Billabong Pro Mundaka

PRIVATE & CONFIDENTIAL PRIVATE 1999 Gotcha Tahiti Pro 1999 ASP World Champion

PAGE 58 COPYRIGHT 2020 SURF LAKES BOARD & MANAGEMENT 7.3 SURF LAKES AMBASSADORS BARTON LYNCH Ambassador Always buzzing at the thought of riding waves wherever they are, Barton is excited at the prospect of taking surfing to a broader market. His insight into the sport at all levels and by staying genuine to its lifestyle has allowed Barton to play an integral role in developing the Surf Lakes end user experience. Being such a fantastic promoter and speaker, Barton’s contribution to attracting attention to the Surf Lakes cause has been invaluable.

Career Overview: Barton emerged from the beach-breaks of Manly, in Sydney, Australia, with a flexible style and a fiercely competitive drive, which helped him achieve an impressive junior career with victories in the Pro Junior, the Triple J Junior and the Australian Professional Surfing Association (APSA) ratings. He refined his competitive act into a near flawless, fluid routine of vertical maneuvers that brought him immediate success on the Association of Surfing Professionals (ASP) world tour. He spent 13 consecutive years in the elite top 16 rated surfers, earning a reputation as a tactical competitor as well as a forthright and articulate spokesman for the sport. His greatest competitive moment could not have been more perfectly scripted, as he surfed the perfect tubes of Hawaii’s famed Pipeline, to take out the 1988 “There lliterally is a wave for Billabong Pro and the World Title. He retired from competition in March 1998, after 15 years on the ASP tand a total of 17 WCT victories. everyone. I can’t begin to tell you Since retiring from competition BL has continued with his love of surfing and gets on the board every day. He has also taken passionately to big wave tow how excited I am. I just want to surfing, snowboarding and skateboarding. get in there and surf.” Career Highlights: 1988 ASP World Champion HURLEY Ambassador 1988 Pipe Master WSL Commentator 17 World Championship Victories World expert Surf Coach Australian Surfing Hall of Fame Contest Director PRIVATE & CONFIDENTIAL PRIVATE Australian Sports Hall of Fame PAGE 59 COPYRIGHT 2020 SURF LAKES BOARD & MANAGEMENT 7.3 SURF LAKES AMBASSADORS

LUCA DOBLE Ambassador Luca is a rising star in a world of longboarding despite her young age. Growing up in the small, coastal town of Queenland’s Agnes Water, Luca had a love of the ocean from an early age. Idolising her older brother, Luca began surfing with him at five. By six, she was competing in the laid-back local board riders club, Tide n Turn, and showed enormous promise on the shortboard. By the time she was 12, Luca discovered and fell in love with the longboard. Her natural style and effortless grace quickly evolved. Luca began competing in local and Sunshine Coast competitions and was proving herself to be a worthy competitor. In 2018 she won Most Improved at the Agnes Water Festival of Surfing and just kept going from there. As the holder of the 2019 Under 18 Longboard Australian Title, the world is Luca’s oyster!

Career Highlights: Under 18 Qld Long Board Title 2018 Under 18 Australian Title Runner Up 2018 Under 18 Qld Long Board Title 2019 Under 18 Australian Long Board Title 2019 Open Women’s Australian Logger Title Runner Up 2019 Open Women’s QLD Logger Title 2019

“The waves are so perfect and are ideal for a longboard. With the waves being so good, it’s really easy to practice tricks. I’m just really excited to be part of taking this technology to the world.” PRIVATE & CONFIDENTIAL PRIVATE

BEN PLAYER Ambassador Ben Player is Australia’s most successful bodyboarder and one of Australia’s leading athletes in the modern era, having taken out three world titles in his career so far. Ben has been a pivotal figure in the sport of bodyboarding, alongside fellow Aussies such as two-time world champ Damian King, Ryan Hardy, Dave Winchester and international riders Guilherme Tamega and the almighty Mike Stewart (one of bodyboarding’s founders). In addition to his wave-riding prowess, Ben founded Movement magazine back in 2004, where he acted as General Manager, Editor-In-Chief, National Ad Sales Manager, and just about anything else that fell outside of the role of Graphic Design. Ben is excited to be helping Surf Lakes to become the leading wave pool for bodyboarding around the world. Career Highlights: 2005 IBA World Champion 2007 IBA World Champion 2013 IBA World Champion

NEVILLE HYMAN Advisor Neville (“Nev”) Hyman is an internationally renowned entrepreneur, having established two of the best known and most successful surfboard brands in the world: Nev Future Shapes and Firewire Surfboards. To complement the Nev surfboard range, he set up Nev Japan, an apparel, shoes “The waves that are being produced are seriously legit. and accessories company. He was also a pioneer in the development of CAD/CAM (AKU Shaper) computer surfboard This technology will revolutionise the sport of surfing. design and manufacturing. Nev is an accomplished entrepreneur, a philanthrocapitalist, a competent director I can’t stop thinking about riding these waves.” and advisor with links globally through his various ventures. He brings a wealth of experience and knowledge to the

PRIVATE & CONFIDENTIAL PRIVATE Numada

PAGE 62 8.1 FINANCIAL STATEMENTS AND FORECASTS COPYRIGHT 2020 SURF LAKES FINANCIAL The following information is provided for informational purposes only and should not be relied The Company maintains its financial records in Australian dollars and its accounting year ends on INFORMATION June 30. The following table sets out selected historical financial information for the Company for the periods ending June 30 of the years indicated. Financial information for the periods ended June 30, 2018 and 2019 has been derived from the audited financial statements of the Company and should be read in conjunction with such financial statements and related notes. Financial information for the period ended June 30, 2020 is unaudited. Audited financial statements for such period will be made available before completion of the Offering. Upon registration with Numada for access to the Company’s web page for the Offering (www.surf-lakes.com.au/private-placement), permitted recipients of this Information Memorandum may obtain the Company’s audit financial statements for 2018, 2019 and (when available) 2020, as well as other information currently available to investors and shareholders.

(figures in A$ ’000) 2018 2019 2020 INCOME (Audited) (Audited) (Unaudited) Sales, license & monitoring fees $50 $172 $1,184 Other income $433 $270 - Total Income $483 $442 $1,184

EXPENSES Design, fabrication & support costs $137 $241 $2,606 Governance costs - $41 $177 Marketing expenses $76 $276 $546 Professional services $913 $746 $359 R & D costs $479 $38 $327 Repairs & maintenance - $2,266 $1,993 Staff costs $31 $735 $1,126 Sundry administration $32 $178 $272 Total Expenses $1,668 $4,521 $7,406

Net Profit (Loss) ($1,185) ($4,079) ($6,222)

ASSETS Current Assets 3,435 1,874 1,498 Property, Plant & Equipment 155 366 553 Intangible Assets 6,646 12,199 12,486 Total Assets 10,237 14,440 14,537

LIABILITIES & EQUITY Total Liabilities 2,557 1,575 1,847 Total Equity 7,680 12,864 12,690 Total Liabilities & Equity 10,237 14,440 14,537

Most of the Company’s expenditures since establishment have been directed toward developing, securing rights in, and marketing its

PRIVATE & CONFIDENTIAL PRIVATE technology. Only limited revenue has been received to date, in the form of territory licensing fees and related payments.

Surf Lakes initially earns revenue from a project through the sale of a specific territory via an Exclusive Territory Agreement. The territory owner then moves to sign a Licensing Agreement. Once they have secured a site and are ready to build, a design fee is paid, as well as an initial deposit on the Turn Key Package. Progress payments are then made until the Surf Lakes facility is completed, which expected to require 6 to 12 months (not including approval time or surrounding infrastructure build time). During the operations period, Surf Lakes will earn further revenue via an ongoing royalty payments and monitoring fees. When the Turn Key Package is ordered, Surf Lakes will collect an initial payment of US$15 million, allowing it to remain in a cash flow positive position throughout the construction period. However, under Australian Accounting Standards, revenue and expenses related to the construction are only recognised when construction is completed and the Turn Key Package is handed over to the customer. It is expected, based on discussions with potential licensees, that the Company will be able to commence construction on at least one commercial Surf Lakes facility by June 30, 2021. The first project is likely to be with a theme park or larger group as they will have available land and funding in place. Licensees who need to secure land and gain construction approval and funding will take longer to roll out. The Company’s current forecast for rollout of its projects is as follows:

To Date 2021 2022 Exclusive Territory Agreements Signed 9 5 14 License Fee Agreements Signed 2 2 13 Projects Commenced 0 1 5 Projects Completed 0 0 2 PRIVATE & CONFIDENTIAL PRIVATE

8.2 CAPITALISATION OF THE COMPANY

Below is the share capital table for Surf Lakes Holdings as of 6th October 2020.

SHAREHOLDER NUMBER OF SHARES % HOLDING Mr Aaron James Trevis & Ms Lynne Georgina Trevis 79,332,305 22.96% Teldar Capital Pty Ltd 47,782,664 13.83% Charles Foster Pty Ltd 18,122,224 5.25% CJ & LE Investments Pty Ltd 16,020,937 4.64% John Patrick Mcconnell 12,000,000 3.47% Mcconnell Superannuation Pty Ltd 8,000,000 2.32% Gemono Pty Ltd 7,650,795 2.21% Madonna Angelique Geyer 7,344,645 2.13% Dr Paul R. Corrie & Dinah E. Corrie & Jonathan Corrie 7,097,855 2.05% Yannix Family Super Pty Ltd 6,300,000 1.82% AD Foster Consultants Pty Ltd 5,814,286 1.68% Jojomige Nominees Pty Ltd 5,444,445 1.58% Whitfield Investments Pty Ltd* 5,200,000 1.51% Bernard Aislin Pty Ltd 5,127,559 1.48% Mirriam Trevis 5,091,667 1.47% Premitev Pty Ltd 4,298,414 1.24% Jose Antonio Azpeitia 3,738,413 1.08% Shareholders below 1% (214) 101,091,759 29.26% TOTAL (currently on issue) 345,457,968 100% *Issue subject to certain performance hurdles

As of 6th October, the Company has A$3,075,000 of Convertible Notes outstanding, expiring on 30th June 2022, which are convertible into 12.3m newly issued shares at a conversion rate of A$0.25/share. PRIVATE & CONFIDENTIAL PRIVATE

8.3 PRE-IPO TO IPO/EXIT PATHWAY Surf Lakes’ strategy is to grow rapidly into an international PRE-IPO CAPITAL RAISE & POTENTIAL IPO: Disclaimer: Surf Lakes is not currently listed on a securities exchange licensing company with recurring revenues and a long such as the ASX. The ability of Surf Lakes to obtain an exit for Shareholders In order to achieve the above, The Company requires pipeline of licensee projects around the world, which is subject to a number of factors, some of which are outside the control significant funding. The Company expects that this may management believes will maximise shareholder value. of the Company including prevailing market conditions. Accordingly be achieved via the current offer, followed by a further investors should view an investment in Surf Lakes as illiquid. There is no The exit pathway for Surf Lakes shareholders and investors significant capital raise in 2021 via a private placement to guarantee that the Company will seek admission to the official list of may be via an IPO, or trade sale to a strategic buyer. Surf a large strategic or financial investor or consortium that the ASX and if it does seek admission in the future, there is no guarantee Lakes’ goal is to achieve a significantly higher share price can guarantee access to capital for growth. If this strategy that it will be granted admission by the ASX. Typically trading in unlisted for shareholders. To do so, The Company aims to achieve is successful, shareholders may benefit from having company shares is more difficult than trading in shares in a listed company. the following over the next 12 to 18 months: increased liquidity as well as possible capital gain at the There is also no guarantee that Surf Lakes will be able to provide liquidity • Sell Exclusive Territory Agreements for US$100,000 possible IPO and beyond if the Company is listed. It is to Shareholders by achieving any other form of exit, including by way of a each hoped that shareholders will see an appreciable increase trade sale. • Sell territory licenses for between US$250,000- in the value of their Surf Lakes investment over the coming 1,000,000 each 2-5 years. • Sign Turn Key Package contracts for approximately US$30 million (XL model) or US$20 million (compact TRADE/STRATEGIC SALE: model) each • Build stable recurring income streams from royalties and Subject to Surf Lakes success over the coming 2-5 services revenue years, as an alternative to an IPO. The Company could be acquired by a larger group who is seeking exposure to the • Become profitable and build a strong balance sheet fast- growing surfing/wave pool space, or may wish to • Invest further in research and development to improve leverage their existing business into the surf market. Surf Lakes products in terms of wave size, quality and Potential Buyers could include: energy efficiency • Continually invest into patents and IP protection to • A global sports action brand protect from copying and build on barriers to entry • Large theme park/leisure activities group • Develop revenue streams that are high in return but • Multi-national engineering/construction group low in capital commitment – e.g. management rights of • Large property, hotel or integrated resort developer PRIVATE & CONFIDENTIAL PRIVATE licensee venues, sale of content from events etc • Private equity fund • Establish a Surf Lakes wave park on the Gold Coast PAGE 66 COPYRIGHT 2020 SURF LAKES

SURF LAKES HOLDINGS LTD 5c/16 Queensland Ave Broadbeach QLD 4218, Australia www.surf-lakes.com.au

For further information about how to participate in the Offering, contact:

Numada Powerhaus Second Floor Jl. Kemang Selatan 99B Jakarta 12730, Indonesia www.numada.com

Luke Rowe [email protected] +628158751757

Tom Shreve [email protected] +62818125322

The date of this Information Memorandum is October 15, 2020 PRIVATE & CONFIDENTIAL PRIVATE

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