Racing Club No 1 Ltd Prospectus 5th October 2017

RACING CLUB NO 1 LTD A.C.N. 621 611 809 AFS Rep. No. 001258523

PROSPECTUS 5th October 2017

Registered Office: Nexus Norwest, Level 5, 4 Columbia Court, Baulkham Hills NSW 2153

Administration Office: P.O. Box 6992 Baulkham Hills BC NSW 2153

Phone: 1800 687 066 Fax: (02) 9672 6412 Website: www.racingclub.net.au Email: [email protected] ______This prospectus is dated and was lodged with the Australian Securities and Investments Commission (ASIC) on 5th October 2017. No responsibility as to the contents of this prospectus is taken by ASIC. No securities will be issued on the basis of this prospectus later than 12 months after the date of this prospectus.

Secret Agenda Winning Owners

Prospectus This document is issued by Racing Club No 1 Ltd (‘RCN1’) ACN 621 611 809 (‘Company’, ‘Club’ or ‘RC’). Racing Club No 1 Ltd is an authorised representative (authorised representative no. 001258523) of Blueblood (AUST) Pty Ltd (‘BBT’), holder of Australian financial services (“AFS”) licence number 413585. The owners by whole or part of the horses will be Racing Club No 1 Ltd a Company Racing Syndicate registered with the Queensland Racing Integrity Commission (‘QRIC’). Racing under its Registered Company Name “Racing Club No 1 Ltd”. This Prospectus is dated 5 October 2017 and was lodged with the Australian Securities and Investments Commission (‘ASIC’) on that date. ASIC takes no responsibility as to the contents of this Prospectus. No shares will be issued on the basis of this Prospectus later than 12 months after the date of this Prospectus. This document is important and should be read in its entirety.

Page 1 of 26 Racing Club No 1 Ltd Prospectus th 5 October 2017

Exposure Period The Corporations Act 2001 (‘Corporations Act’) prohibits the Company from processing applications for shares in the 7-day period after the date of lodgement of this Prospectus with ASIC. This period may be extended by ASIC for up to a further 7 days. This period is an exposure period to enable this Prospectus to be examined by market participants prior to the raising of funds. Applications received during the exposure period will not be processed until after the expiry of the period. No preference will be given to applications received during that period.

No performance guarantee Purchasing shares in RCN1 should be regarded as speculative and shareholders should regard their shares as an entry in to racing horses for entertainment value rather than returns before accepting this Offer. Prospective shareholders should seek independent professional investment advice before accepting this Offer. Please consult your legal, financial or other professional adviser before making a decision to invest in shares. is a speculative venture and no person involved in producing this Prospectus (including the Company and BBT, their directors and advisers) guarantees the performance of the shares of a return or any capital or income.

An investment in shares in RACING CLUB NO 1 LTD should be regarded as speculative and investors should seek independent professional investment advice before accepting this offer. This document provides detail regarding the company, details of the securities to be offered, the use to which the funds will be put and the current financial statement of the company and should be read in its entirety. Horse racing is a speculative venture with no guarantee of a return and as such investors should take care before accepting this offer. Risks include, but are not limited to, the risk that the racehorses are injured and unable to race, the risk of death of the horses (although all are covered for their purchase price by MORTALITY INSURANCE), the risk that the horses prove to be unsuitable for horse racing and the risk that the cost of racing increases dramatically making the venture unviable.

No person is authorised to give information or to make any representation in connection with the offer that is not contained in this prospectus.

The offer constituted by this prospectus is only available to the person receiving this prospectus within and does not constitute an offer in any jurisdiction which, or to any person whom, it will be unlawful to make such an offer. An application for shares, pursuant to this offer, can only be made by completing and lodging the application form that accompanies this prospectus.

Photos Photographs of horses in this document are not of the animals to be acquired by RCN1 unless expressly stated.

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Racing Club No 1 Ltd PROSPECTUS

TABLE OF CONTENTS

1. Highlights of the Offer.

2. Horse Portfolio

3. Benefits

4. The Shares

5. Frequently Asked Questions

6. Board of Directors

7. Training and Racing

8. Administration, Accounting and Management

9. Important Dates

10. Financial Forecast

11. Corporate Directory

12. Financial Affairs

13. Execution of Prospectus

14. Application Instructions

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Racing Club No 1 Ltd Prospectus th 5 October 2017 1. HIGHLIGHTS OF THE OFFER

WHAT IS RACING CLUB NO 1 LTD? Racing Club No 1 Ltd is a horse racing company and has purchased six, whole or part, racehorses with the intention of racing them.

It is intended that RACING CLUB NO 1 LTD will operate for a three year period with an expected start date of 5th December, 2017.

On 4th October, 2020, on the end date, at the absolute discretion of the Directors, the Company will either be wound up and the proceeds of the winding up distributed to the shareholders in accordance with the Corporations Act, or the activities of the Company may continue for a further unlimited period, at the Director’s discretion and surplus funds distributed after the additional period.

The shares offered under this Prospectus are fully paid ordinary shares issued in Racing Club No 1 Ltd ACN 621 611 809 (‘Company’, ‘Club’ or ‘RCN1’).

The owner of the horses will be RACING CLUB NO 1 LTD, a racing syndicate licensed with Queensland Racing Integrity Commission (QRIC). The racing license enables all horses owned by RACING CLUB NO 1 LTD to be raced at tracks throughout Australia under the RACING CLUB NO 1 LTD name.

Offer opens Friday, 5 October 2017 Closing Date* Friday, 4 October 2018 Offer Price (per share) $1,595 fully paid ordinary shares Shares offered under this Prospectus: 1,000 Minimum Subscription for the Offer to 10 shares. No shares will be issued until the Minimum proceed Subscription has been achieved which means that investors will have no ownership interest in horses until the Minimum Subscription is achieved and shares are issued. Total shares on issue after the Offer 1,000 Amount to be raised under the Offer $1,595,000 Is the Offer underwritten? No, the Offer is not underwritten.

2. THE HORSE PORTFOLIO

RACING CLUB NO 1 LTD have purchased six horses (whole or part) utilising the professional and vast thoroughbred experience of Carol Walsh, Managing Director of Blueblood Thoroughbreds (AUST) Pty Ltd, one of Australia's Leading Racehorse Syndicators for the past 7 years, when purchasing and selecting horses on behalf of RACING CLUB NO 1 LTD. Each Racehorse has had an independent Veterinarian clinically inspect and X-rayed (where applicable) where the Veterinarian provides a Vet Certificate which specifies that each horse is suitable and fit for racing. Carol Walsh and her associated companies, have one of the best selection processes in the industry.

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For the avoidance of any doubt, RCN1 discloses that the horses purchased by RCN1 in this prospectus, has an association with and not limited to, Carol Walsh, Blueblood Thoroughbreds (AUST) Pty Ltd, Blueblood Thoroughbreds (Australia) Pty Ltd and Frontier Bloodstock Management Pty Ltd. RCN1, due diligence, took the initiative and further obtained an independent bloodstock valuation from a member of the Federation of Bloodstock Agents Australia Limited in John Ford Bloodstock Agent and Consultant (48 years’ experience). Refer to Purchase of Horses in Section 10 Financial Forecast. The purchase price is the fair market value agreed by John Ford Bloodstock Agent and Consultant, a full member of the Federation of Bloodstock Agents Australia Limited.

Carol Walsh looks for the following when purchasing racehorses:

• Superior quality racehorses, focusing on pedigree and conformation.

• Smart and well-tempered racehorses.

• Athleticism, strength, good bone and a nice type.

• Solid Nicks breeding crosses that favour racetrack success.

Not A Single Doubt – Stallion Unencumbered - Stallion

2015 Not A Single Doubt x More Than This Colt 2015 Unencumbered x Los Feliz Filly (90% only available)

This outstanding 2yo NOT A SINGLE This beautiful looking 2yo DOUBT Colt is bred on the same cross as UNENCUMBERED Filly looks like an early Miracles Of Life. He has the makings that running 2yo type. She is strong and robust he will run as an early 2YO. He oozes with a big hindquarter. She has been put quality and is built to be a sprinter. This together well, has a lovely temperament colt is correct and is sure to stamp himself and moves very well. She has been broken as a serious racehorse. The colt has been in completing her education with ease. broken in and pre-trained and is currently She has a Nick Rating of A. spelling. He is to be trained by Mick Price at his Caulfield Stables in VIC.

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Turffontein - Stallion Zoustar - Stallion

2015 Turffontein x Rich Mahogany Filly 2015 Zoustar x Hidden Kisses Filly

This 2yo TURFFONTEIN filly is an This striking 2yo Bay ZOUSTAR filly has the immaculate type. Correct in every way a makings of a real race horse, she has nice big strong scopey filly. Strong wide straight correct legs, athletic and big deep girth with a thick neck. Robust powerful hind quarter. She looks like a muscular hind quarter. She is a lovely sprinting type and has the bloodlines to balanced filly that moves really well and indicate she will run early. She has a good has a good overstep and was the pick at overstep and is well balanced. This the sales. This filly has completed her beautiful filly has been broken in and education at the breakers. educated.

Written Tycoon - Stallion Unencumbered – Stallion

2016 Unencumbered x Carmenes Filly 2016 Written Tycoon x Homedge Colt

This is one cracking UNENCUMBERED filly. This is one classy well bred WRITTEN She is in the likeness of her sire TYCOON colt, He has a nice head and eye. Unencumbered. Very correct, strong with Strong top line and is a fluent mover. a lovely attitude. She has the making of Well-proportioned, muscular all over, being a real star at the race track. She has strong neck and forearms. Big hind a strong neck, muscular forearms, great quarter, big deep girth and short cannon walk and good overstep. She has a real bones. Unbelievable conformation. He is presence about her and one of the well balanced, great mover and good strongest international pedigrees you will overstep. He has the making of being an find. early running precocious colt. Page 6 of 26

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3. BENEFITS

• Minimum Subscription is $1,595 (4 payments: $395 upfront and 3 equal instalments of $400) • 3 years total running expenses for 6 horses is included in this offer. No more to pay • Some or part of the Portfolio Racehorses have been paid up or are eligible for Bonus Schemes such as BOBS and BOBS Extra, Super Vobis and Vobis Gold, Golden Slipper and Golden Rose, Blue Diamond, etc. • To be placed with leading metropolitan trainers in Australia such as Darren Weir (VIC), Gerald Ryan (NSW), Bjorn Baker (NSW), Mick Price (VIC), Michael Costa (QLD) and Neville Parnham (WA). • Full Racehorse updates via email when spelling, pre-training, racing, etc. • Updates to include trainers’ reports, videos, race acceptance, form and assessments • Links to Race Replays and historical form are stored on the web site in case you miss a race • Owners Club ID cards issued to shareholders for Race Club identification when benefits are available • Rotational entry for a minimum of 10-20 Owners to the mounting yards to meet the trainer and jockey • Daily management of the Racehorse’s career, maintained professionally by the Portfolio Manager. • Audited accounting and full transparent reporting

4. THE SHARES This offer is for 1000 ordinary shares at $1,595 each. This is a one-off payment - THERE IS NO FURTHER FINANCIAL OUTLAY. Please note that these shares will carry full voting rights as per the Corporations ACT.

There is a minimum 10 shares of the maximum subscription of 1,000 shares for the offer to proceed.

If the minimum number of 10 shares is not reached by the offer closing date, shareholders will have the option to 1. Have their purchase price refunded in full within 30 days. Or 2. The directors will lodge an amended prospectus and shareholders will have the option to retain their share(s) in RCN1 with a reduced minimum number of shares. In this case a supplementary prospectus will be sent to all shareholders.

Shares can either be obtained by one upfront payment of $1,595, or by four payments - $395 up front and three further instalments of $400.

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Shares paid for on the instalment system will be partly paid ordinary shares and will carry the same voting rights as fully paid ordinary shares unless payment for the shares is in arrears or default as per the Company's Constitution. A copy of RCN1’s Constitution is available on request (at no cost) from the Administration Office, 19 Galaxy Street, Schofields NSW 2762.

All funds raised by this Prospectus shall be held in a designated Trust Account, namely Racing Club No 1 Ltd held with the ANZ Bank at Bella Vista NSW, until such time as the offer closes or the minimum number of shares has been taken up. RCN1 will then begin its operations as a horse racing company. The shares hold the following rights and entitlements as are set out in the Company's Constitution and include the following:

1. Shares carry an entitlement to such dividends (if any) as the Directors in their absolute discretion determine, from time to time. 2. The shares will rank equally on any return of capital by the Company. Upon the winding up of the Company, any surplus monies from the proceeds of all the Company's assets shall be distributed to shareholders in accordance with the provision of the Corporations Act. 3. The shares are full voting shares. 4. Subject to the constitution of RCN1, The Corporations Act and any other laws, shares in the Company are freely transferable. 5. The Directors will supervise the general racing and training of the horses and determine the racing programs in conjunctions with the trainers, pre-trainers and agistment farms.

As shares in RCN1 are not listed on any stock exchange, there is not a liquid market for the shares.

Shares can be repurchased by the Company in accordance with section 257 of the Corporations Act 2001 providing approval of the Company is received at a General Meeting.

Members/Shareholders have the ability to sell their shares to a third party or an existing member/shareholder. To facilitate this, the Company will maintain a register of the shares that any member wishes to make available for sale, and will inform any prospective purchaser who expresses an interest. However, the Company is legally inhibited from soliciting for purchasers on behalf of sellers or otherwise making a market for the shares.

5. FREQUENTLY ASKED QUESTIONS Can anyone get involved with RCN1 and race with Australia's leading trainers? Yes! The structure allows affordable ownership to most people from all walks of life. Our company/business model is structured to ensure that almost anyone who wants to become involved in the excitement of racehorse ownership can!

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What is the smallest number of shares I can take? The minimum investment is $1,595 (1 share). You can invest as much as you like up to $240,000.

What are the ongoing costs after I purchase my shares? There are no ongoing costs. 3 years total racing, upkeep and management costs are included for the 6 horses in the offer.

What would be the life of the investment? It is intended that RCN1 will operate for an unlimited period unless terminated by a shareholder’s vote under the Constitution. It is designed to continue and has a standing option to purchase ALL future weanlings, yearlings, 2yo’s Racehorses introduced by the experienced and professional Directors of RCN1.

What happens if a new horse crop is purchased? The assets of the Company including remaining cash, retained prizemoney, income from sales and the value of the remaining racing stock on hand will be the equity of all existing shareholders. A merge with the capital to be raised to complete the new acquisitions and their 3-year expenses will then be calculated. Funding will be by a pro rata rights issue to existing shareholders, with any shares not subscribed for under the rights issue being offered to new investors. If you elect not to take up your rights your equity may be diluted by new investor’s capital. The merge price for new buyers will reflect their interest in the combined assets.

What happens if I want to sell my share/leave the Company (RCN1)? You can sell your shares at any time. How much you can sell your shares for will depend on you finding a willing purchaser. As shares in RCN1 are not listed on any stock exchange, there is not a liquid market for the shares. Shares can be repurchased by the Company in accordance with section 257A of the Corporations Act 2001 providing the requirements of that section are met including approval of RCN1 Shareholders is received at a General Meeting. Shareholders have the ability to sell their shares to a third party or an existing member. To facilitate this, the Company will maintain a register of the shares that any member wishes to make available for sale, and will inform any prospective purchaser who expresses an interest. However, the Company is legally inhibited from soliciting for purchasers on behalf of sellers or otherwise making a market for the shares.

What happens to the prizemoney? Prizemoney earned will be accrued as shareholders equity. The Company will provide annual audited accounts and the Board will decide if it is appropriate for surplus funds to be distributed.

6. BOARD OF DIRECTORS Carol Walsh has consented to being a director of RACING CLUB NO 1 LTD. A Director Fee of $45,000 in total over 3 years will be payable. Carol has been a Racehorse Syndicator for over 7 years and has been involved in the industry for 12 years. Carol has been involved in the purchase of multiple Group 1 winning horses including Secret Agenda who won the $1M Group 1 Robert Sangster Stakes on 6th May 2017. She has also been involved in the purchase of Stakes and City winners such as She’s So High, Le Mans, Berlutti and Son Of A Snitz who sold to HK for $450,000 (all trained by Mick Price), Black Revolver, Rock Temple (trained by Chris Waller), Encostanati (trained by Bjorn Baker) and Sedanzer (trained by Gai Waterhouse).

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Carol Walsh is also a successful breeder under her company, BBT Breeding and Racing Pty Ltd which assists in her overall purchasing of Bloodstock including Yulong Baby (Stakes Performer).

Christopher Walsh has also consented to be a Director of RACING CLUB NO 1 LTD. A Director Fee of $20,000 in total over 3 years will be payable. Chris Walsh supports and has assisted his wife, Carol Walsh, for the past 12 years. He handles event functions and regular open days.

Leticia Walsh has also consented to be a director of RACING CLUB NO 1 LTD. A Director Fee of $20,000 in total over 3 years will be payable. Leticia has held positions in accounts and administration including marketing design and database maintenance. She has an advanced knowledge of Microsoft Office, broad understanding of the internet and various websites, basic knowledge of HTML and CSS coding, moderate knowledge of MYOB and computer skills and will maintain the marketing and general administration aspects of the company.

The staff of Blueblood Thoroughbreds (Australia) Pty Ltd will handle the accounting, administration and membership liaison, breaking in, purchase of horses, advertisement and functions and will be paid the fees referred to in the financial forecast (section 10).

If the subscription for shares is reached in accordance with the Terms of the Prospectus any costs incurred by the Directors in respect of the issue of this Prospectus shall be paid or reimbursed from the proceeds of the issue.

Except as disclosed in the prospectus, no Director of the Company, or firm in which a Director is a partner, has any interest nor has had any interest at any time prior to a copy of the Prospectus being lodged for Registration, in the promotion of the Company or has received, apart from reimbursement for start-up costs, or is entitled to receive, any sum for services rendered by him or the firm either to induce him to become or qualify him as a Director, or otherwise in connection with the promotion or formation of the Company.

7. TRAINING AND RACING

2015 Not A Single Doubt x More Than This Colt (trainer Mick Price) The Colt – (90% is owned by RCN1 and 10% is retained by an owner of BBT)

This striking 2yo Colt is by NOT A SINGLE DOUBT was purchased from the Magic Millions Sales using the same selection process, and trained by the same trainer as Group 1 winner Secret Agenda in Mick Price.

This colt oozes quality, he is built with small cannons and pasterns, with long Tibia’s and a strong hind quarter. He has a forward set of Stifles, therefore increases his length of stride. He has a high neck set, good angles and great overstep. He is built to be a sprinter. This colt is correct in every way and is sure to stamp himself as a serious racehorse.

This colt has all the makings that he will run as an early 2yo. Page 10 of 26

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Gordon Pratt, the breaker comments after the colt’s education, “He was very easy to educate, great temperament and does everything asked of him without fuss. He is a nice moving colt, a good long stride and is well balanced. I could not have asked for anymore, very intelligent colt”.

Mitch Newman’s update on this colt after he completed his pre training, “He’s got sprinter written all over him, his short compact and very solid. Got a great head on him. When you look at him and when you ride him he oozes sprinter. He’s done everything right, he gives you a good feel when you ride him and looks to have a nice future”.

This colt has passed all clinicals and a vet examination.

He is very well bred and closely related to 6 individual Group 1 Winners, 6 individual Group 1 Performers and 46 individual Black Type Winners including:

BONARIA an 8-time winner-1 at 2-from 1100m to 1600m, VRC Myer Classic, Gr.1, Schweppervescence Trophy, Gr.3-twice, MRC Mannerism S., Gr.3, VRC Lort Smith Animal Hospital H., MRC The Age H., Sportingbet H., 2d VRC Blazer S., Gr.2, MRC Ladies Day Vase, Gr.3, Geoffrey Bellmaine S., Gr.3, 3d MRC Geoffrey Bellmaine S., Gr.3, 4th VRC Let's Elope S., Gr.2-3 times, MVRC S., Gr.2.

MUSIC MAGNATE a 6-time winner to 1400m, BRC Doomben Ten Thousand S., Gr.1, ATC Hall Mark S., Gr.3, Cellarbrations October H., TAB More Than Winning H., Bloodstock.com.au P., Hyland Race Colours H., 2d ATC Darby Munro S., L, Scone RC Luskin Star S., L, ATC TAB Rewards H., 3d ATC Mack Trucks H.

IDEAL PLANET a 9-time winner to 1400m, BATC Doomben Hundred Thousand, Gr.1, Qld Tatt's RC WJ Healy S., L, AJC Lachie Melville H., Tom Street Welter H., 2d VRC Newmarket H., Gr.1, AJC Galaxy H., Gr.2, MVRC William Reid S., Gr.2, QTC Lightning H., Gr.3, STC Sir Robert Askin Cup, Gr.3, AJC San Domenico S., L, 3d AJC All-Aged S., Gr.1, QTC Katies Cup, Gr.3.

This Colt is bred on the same cross as:

MIRACLES OF LIFE (Not a Single Doubt) a 8 time winner 1000m to 1200m, MRC Blue Diamond S., Gr.1, SAJC William Hill Classic, Gr.1, ATC Challenge S., Gr.2, SAJC Sportingbet S., Gr.2, MRC Caulfield Sprint H., Gr.2, MRC Blue Diamond Preview (f), L, SAJC Adelaide Cup 11th March 2YO H., SAJC Centrebet 2YO

P., 2nd MVRC Champagne S., Gr.3, SAJC Manihi Classic, L, SAJC Redelva S., L, 3rd ATC Galaxy H., Gr.1, 4th MRC HDF McNeil S., Gr.3

REBEL DANE a 8 time winner from 1100m to 1400m, MVRC S., Gr.1, MRC Sir Rupert Clarke S., Gr.1, ATC Shorts H., Gr.2, ATC Royal Sovereign S., Gr.2, ATC Show County H., Gr.3, ATC Tabmagicmoments.com.au H., ATC Inghams Love'em H., ATC NGS Super Maiden P., 2nd ATC TJ Smith S., Gr.1, ATC Premiere S., Gr.2, ATC Hobartville S., Gr.2, ATC Missile S., Gr.2, 3rd MVRC Manikato S., Gr.1, MVRC AJ Moir S., Gr.1, ATC Warwick S., Gr.2, MVRC Australia S., Gr.2, ATC Missile S., Gr.2, 4th MVRC Manikato S., Gr.1, ATC All Aged S., Gr.1, BRC Doomben Ten Thousand S., Gr.1, ATC Randwick Guineas, Gr.1, MRC Futurity S., Gr.1, VRC Bobbie Lewis H., Gr.3

DELECTATION a 5 time winner from 1100m to 1200m, A$1,607,525, VRC Darley Classic, Gr.1, ATC Royal Sovereign S., Gr.2, ATC TAB Early Quaddie 2YO P., ATC TAB Early Quaddie 2YO H., ATC TAB Quaddie 2YO H., 2nd VRC Coolmore Stud S., Gr.1, VRC Gilgai S., Gr.2, ATC Eskimo Prince S., Gr.3, ATC Ascend Sale Trophies 2YO P., ATC Membership on Sale Now H., 3rd ATC Roman Consul S., Gr.2,

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BRC Ascot H., L, 4th BRC Stradbroke H., Gr.1, BRC Doomben Ten Thousand S., Gr.1, VRC Tab.com.au S., Gr.2, ATC Brian Crowley S., L, ATC Heritage S., L

Sire: NOT A SINGLE DOUBT (Champion Sire)

The Sire NOT A SINGLE DOUBT by Redoute’s Choice continues to reach new heights and serv. Class, versatility, precocity - Not A Single Doubt displayed it all in 2016/17 which ended with his third top 10 finish on the Australian General Sires' Premiership and a career-best collection of performances in Group & Listed stakes company.

Fourteen winners of 25 Australian stakes races (17 Group races) include four Group 1 winners at distances from 1000 to 1600 metres: 3YO Extreme Choice (MVRC Moir S. G1, Mick Price), 4YOs Scales Of Justice (WATC Railway S. G1) & Secret Agenda (SAJC Robert Sangster S. G1, Blueblood Thoroughbreds, Mick Price) and 5YO Clearly Innocent (BRC Kingsford-Smith Cup G1).

Over the past seven years, Not A Single Doubt has become a permanent fixture among Australia’s top ten 2YO sires and overall statistics are not short of amazing, 43 Stakes Winners (23 Group Winners), 75 other Stakes Performers, 16 2YO stakes winners, 140 2YO winners, 71% Winners/Runners, 7 Group 1 Winners: MIRACLES OF LIFE (MRC Blue Diamond S. G1, SAJC Robert Sangster S. G1), EXTREME CHOICE (MRC Blue Diamond S. G1, MVRC AJ Moir S. G1), SECRET AGENDA (SAJC Robert Sangster S. G1), SINGLE GAZE (ATC Storm Queen S. G1), CLEARLY INNOCENT (BRC Kingsford-Smith Cup G1), SCALES OF JUSTICE (WATC Railway S. G1), GOOD PROJECT (WATC Railway S. G1).

Not A Single Doubt’s 57 yearlings sold in 2017 averaged almost $250,000.

Dam: MORE THAN THIS (Daughter of More Than Ready, Golden Slipper Winner)

More Than This is the daughter of More Than Ready, champion Broodmare sire with over $75m in earnings. This colt hails from some of the best bloodlines in Australia and around the world including Danehill, Redoute’s Choice, Halo, , Woodman and Crown Jester.

2016 Written Tycoon x Homedge Colt (trainer Darren Weir) The Colt

This is one classy well bred colt, He has a nice head and eye. Strong top line and is a fluent mover. Well-proportioned muscular all over, strong neck and forearms. Big hind quarter, big deep girth and short cannon bones. Unbelievable conformation.

He is well balanced, great mover and good overstep. He has the making of being an early running precocious colt.

He is also a half-brother to TATA MADIBA, Placed at 2 in 2016-17, 2d MRC (Mornington) Clanbrooke Racing 2YO P., 3d MRC Chandler Macleod 2YO P.

This outstanding colt is closely related to 4 inidividual Group 1 winners and 10 individual Black type winners:

HOW NOW (NZ). 10 wins from 1200m to 2400m, VATC , Gr.1, AJC Oaks, Gr.1, VATC Caulfield S., Gr.1, Underwood S., Gr.1, VRC AV Kewney S., Gr.2, Craiglee S., Gr.2, Wakeful S., Gr.2, MVRC Merri H., VATC Booran Welter H., Balmoral S., 2d SAJC Bloodhorse Breeders' S., Gr.2, VATC

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TS Carlyon Cup, Gr.2, CF Orr S., Gr.2, St George S., Gr.2, 3d VRC Australian Cup, Gr.1, STC HE Tancred S., Gr.1, VATC Underwood S., Gr.1, VRC LKS Mackinnon S., Gr.1, SAJC Spring S., Gr.2, RN Irwin S., Gr.2, VRC Bloodhorse Breeders' P., Gr.2, 4th VRC Oaks, Gr.1, MVRC WS Cox P., Gr.1, VATC Blue Diamond S.

RACER'S EDGE. 8 wins-2 at 2-from 1000m to 1800m, VATC CF Orr S., Gr.1, St George S., Gr.2, VRC Ascot Vale S., Gr.2, Blamey S., Gr.2, Rupert Steele S., Gr.3, SAJC Fulham Park P., L, VATC JD MacDonald S., L, VRC Bobby McGee's S., L, 2d VRC Maribyrnong P., Gr.2, VATC Debutant S., L, 3d STC Golden Slipper S., Gr.1, VRC Salinger S., Gr.1, Sires' Produce S., Gr.1, VATC Blue Diamond Prelude, Gr.3, 4th MVRC Australia S., Gr.1.

PALACE REVOLT. 2 wins at 1550m, 3200m, AJC Sydney Cup, Gr.1, STC Corrimal H., 2d AJC Warwick S., Gr.2, St Leger, Gr.2, Chairman's H., Gr.3, Summer Cup, Gr.3, SAJC Laelia S., L, 3d AJC Sydney Cup, Gr.1, NSW Tatt's RC Chelmsford S., Gr.2, AJC Adrian Knox S., Gr.3, STC NE Manion Cup, Gr.3, Christmas Cup, L.

VINTEDGE. 6 wins from 1400m to 2000m, VRC Matriarch S., Gr.2, Newcastle JC Tibbie S., L, AJC Convention Centre H., Randwick Betting Auditorium H., Miss Comanche H., STC Champs Cafe H., 2d AJC Toy Show H., L, VRC TAB Sportsbet H., 3d ATC Japan Racing Association P., L, Epona S., L, Wyong RC Mona Lisa S., L, STC Green Lips Media H., 4th Gosford RC Belle of the Turf H., L.

TRUE STEEL. 13 wins from 1250m to 2400m, WATC Fruit 'n' Veg S., Gr.1, Strickland S., Gr.3, Winter Cup, L, Ascot Gold Cup, L, Southern Gazette Community H., Insulation Solutions H., V&V Walsh Trophy H., Part Pago H., 2d WATC Easter Cup, L, Ascot Gold Cup, L, Helena Vale Cup, L, 3d WATC Fruit 'n' Veg S., Gr.1, Pinjarra Cup, L, WATC St Leger, L, Tattersall's Cup, L.

Sire: WRITTEN TYCOON

The Sire WRITTEN TYCOON is regarded as one of the best sires currently standing at stud and stands for $88,000 service fee at Woodside Park. His yearlings averaged over $307k at the Magic Millions Gold Coast Sale in January 2017. He is sire of three individual winners in 2016. They are: CAPITALIST, Champion two-year-old, highest prizemoney earning two-year-old in the world, EVER. Capitalist was winner of the Breeders Plate, Magic Millions Classic and Golden Slipper. LUNA ROSSA, Group One winning two-year-old filly, who came from last to win the NZ Sires Produce Stakes (G1). MUSIC MAGNATE, Group One, Weight-For-Age winning sprinter, who was too strong for his rivals in the Doomben 10,000.

Dam: HOMEDGE

HOMEDGE was very unlucky placing 7 times in town, 2d ATC Canterbury Park H., CRT H., Pluck at Vinery P., Bowermans Office Furniture H., New Beginnings 2YO H., 3d ATC Royal Randwick TV on Youtube H., Grand Pavilion H., Australian Turf Club H. This is her third foal. Her second foal is a 2YO.

2015 Zoustar x Hidden Kisses Filly (trainer Gerald Ryan) The Filly

This striking bay ZOUSTAR filly has the makings of a real race horse, she has straight correct legs, athletic and big powerful hind quarter. She looks like a sprinting type and has the bloodlines to indicate she will run early.

She has a good overstep and is well balanced. This beautiful filly has been broken in and educated.

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Racing Club No 1 Ltd Prospectus th 5 October 2017

Gordon Pratt, the breaker comments after she finished her education, “She is a lovely scopey filly, very relaxed and went about her job with no fuss. She gave me a lovely feel and done everything right. I really like this filly seems to be quite talented”.

This filly has passed all clinicals and vet examination.

This filly is closely related to:

GAY GAUNTLET. 17 wins-1 at 2-to 1400m, BATC Doomben Ten Thousand H., Gr.1, AJC Warwick S., Gr.2-twice, Challenge S., Gr.2-twice, STC Theo Marks H., Gr.2, NSW Tatt's RC Carrington S., L, 2d AJC Sires' Produce S., Gr.1, All-Aged S., Gr.1, Hobartville S., Gr.2, STC Civic H., L, 3d AJC Epsom H., Gr.1, George Main S., Gr.1, STC Hill S., Gr.2, AJC Waratah H., L-twice, VRC Byron Moore S.

MONEY TALKS. 6 wins-3 at 2-from 1200m to 1600m, VATC Victoria H., Gr.3, VRC Mid Year H., MVRC Romsey H., VATC Elwood H., Latrobe H.

Sire: ZOUSTAR

ZOUSTAR is from Australia’s two dominant stallions of the past decade, and REDOUTE’S CHOICE which combine in the pedigree of this brilliant sprinter.

One of the most exciting young sires who had an explosive turn of foot, “He’s got a better turn of foot than PIERRO and greater acceleration than broodmare sire REDOUTE’S CHOICE had. It’s freakish how quickly he responds” (Champion Jockey, Jim Cassidy).

ZOUSTAR has a great race record winning 6 times from 9 starts 3 at 2 including VRC Coolmore Stud S., Gr.1, ATC Golden Rose S., Gr.1, Roman Consul S., Gr.2, BRC Sires' Produce S., Gr.2. Top 2013 -14 Australasian 3yo Classification (Sprint). His oldest progeny are 2yo’s and have been in big demand at the sales.

ZOUSTAR’S first crop yearling averaged astonishing $250k+ in main sessions of both 2017 major yearling sales from 45 sold.

Dam: HIDDEN KISSES

HIDDEN KISSES was a very good race horse a group 3 winner and multiple stakes performer, she was a 8 time winner-2 at 2-to 1400m, including, ATC Toy Show H., Gr.3, BRC Cleandomain 2YO H., Mirvac Hotels & Resorts 2YO H., Racing Retro H., ATC Sportsyear H., BRC JW Bell & Chartis P., Plough Inn Tavern H., Qld Tatt's RC Carlton Draught H., 2d BRC Princess S., L, Origin Kebabs H., Sunstate Customs & Cargo H., ATC JMR Creative Design H., BRC Alliance Airlines H., Kirks P., Blackwoods H., Aitkenvale Health Centre H., 3d ATC Nivison S., Gr.3, BRC Magnitude 2YO P., Canadian Club P., PMP P., Qld Tatt's RC Tattersall's Arcade H.

The grand Dam was also a 5 time winner 2 at 2- to 1200m.

This is her first foal.

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Racing Club No 1 Ltd Prospectus th 5 October 2017

2015 Unencumbered x Los Feliz Filly (trainer Bjorn Baker) The Filly

This beautiful looking filly looks like an early running 2yo type. She is strong and robust with a big hindquarter. She has been put together well, has a lovely temperament and moves very well.

She has been broken in completing her education with ease.

Gordon Pratt’s report after she completed her education, “She was a pleasure to educate and picked up all asked from her with ease. She gives me a lovely feel and is a nicely balanced filly. She is quite intelligent and should get to the races early”. She has a Nicks Rating of A.

This filly has passed all clinicals and vet examination.

This filly has 15 Black Type Winners on her pedigree page including

VOUVRAY. 3 wins from 1600m to 2400m, Queensland Oaks, Gr.1, Matamata RC Stanley Construction Ltd H., 2d STC Ranvet Rawson S., Gr.1, Hill S., Gr.2, GCTC AD Hollindale S., Gr.2, 3d STC BMW S., Gr.1, VRC LKS Mackinnon S., Gr.1, CJC Warstep S., L, SAJC Centaurea S., L, 4th AJC Queen Elizabeth S., Gr.1, MRC Caulfield Cup, Gr.1.

REAL SUCCESS. 6 wins-2 at 2-from 1200m to 2000m, Cambridge JC Dulcie S., Gr.2, ARC Royal S., Gr.3, Manawatu RC Centaine S., Gr.3, ARC Ra Ora Stud Juvenile S., Lindauer Rose H., 3d Counties RC Auckland Thoroughbred Breeders' S., Gr.2, ARC Ladies Mile, Gr.3, WRC Desert Gold S., Gr.3, 4th ARC Soliloquy S., L.

ALZAO. 4 wins from 1600m to 2400m, Rome Premio Ellington, Gr.3, Evry Prix Matchem, L, 2d La Coupe de Maisons-Laffitte, Gr.3, 3d Longchamp Prix de Courcelles, L, 4th Milan Premio d'Aprile, Gr.3.

ARAPAHO MISS. 2 wins at 1700, VRC Oaks, Gr.1, 2d MRC Fat Quaddies Cup, 3d Moonee Valley Fillies Oaks Classic, Gr.2, MRC Victoria Gold Cup, L, Rokk Ebony H., 4th VRC AV Kewney S., Gr.2.

TOGA TOGA TOGA. 7 wins to 1400m, Santa Anita Santa Monica H., Gr.1, Hollywood Park A Gleam H., Gr.2, Pine Tree Lane H., L, Bay Meadows Dash H., L, Santa Anita Allowance-twice, 3d Santa Anita Run for the Roses H., L.

Sire: UNENCUMBERED

PRECOCIOUS 2YO, AS TOUGH AS THEY COME. Leading 2yo colt in Australia with earnings over $1.9 million; UNENCUMBERED retired sound after 10 career starts as a 2yo. Unencumbered was a precocious juvenile, upholding his pedigree. Being by Testa Rossa, a champion 3YO sprinter who won 5 races at 2 years, his maternal-line sires include More Than Ready and …..a pretty sound recipe for success.

UNENCUMBERED a 5 time winner and $1,908,850 including the Magic Millions 2yo Classic, BJ McLachlan, Gr.3., Magic Million 2yo L., 2nd Todman.S, Gr.2.

“HE HAS THE BEST ATTITUDE OF ANY YOUNG HORSE I HAVE TRAINED - IT’S AMAZING WHAT ONE GREAT HORSE CAN DO FOR YOU.” BJORN BAKER - TRAINER

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Racing Club No 1 Ltd Prospectus th 5 October 2017 Dam: LOS FELIZ

Los Feliz is by (USA) is the dam of My Names Bruce 2 wins.

The sire of Los Feliz namely Shamardal (USA) a stakes-winner of 6 races and A$2,573,071.00 in stakes inc. Gr.1 Chantilly , and the sire of 692 winners of over A$101.4m in stakes inc. 104 stakes-winners and 72 stakes-placed progeny. Stakes-winners inc. , Dan Excel, Faint Perfume, Speedy Boarding, Zazou, Amaron, Maybe Discreet, Delectation, Captain Sonador, Puissance De Lume etc.

Shamardal (USA) is the sire of the dams of 71 winners of over A$4.8m in stakes inc. 5 stakes-winners and 7 stakes-placed progeny. Stakes-winners inc. Awtaad, Gifted Master, Shadow Hunter, Zuhoot, Baynoona, Ken's Dream.

The 2nd Dam namely Jactris (NZ), by (IRE), was winner of 3 races and the dam of Proselye-placed.

The 3rd Dam namely Real Success, by Success Express (USA), was a stakes-winner of 6 races-(dam of 6 winners inc. Vouvay stakes-winner of 3 races, Boltan stakes-winner of 8 races, Jactris 3 wins, Carnegie Success 5 wins, Delbury 2 wins, Carnegie 1 win).

2016 Unencumbered x Carmenes Filly (trainer Michael Costa) The Filly

This is one cracking Unencumbered filly, she is in the likeness of her sire Unencumbered. Very correct, strong with a lovely attitude. She has the making of being a real star at the race track.

She has a strong neck, muscular forearms, great walk and good overstep. She has a real presence about her and one of the strongest international pedigrees you will find.

This filly is very well bred being closely related to 13 individual Group 1 winners including:

TAWQEET. 5 wins-1 at 2-from 1650m to 2800m, MRC Caulfield Cup, Gr.1, AJC Metropolitan H., Gr.1, Newbury Fortis Bank H., York Melrose H., 3d VRC Australian Cup, Gr.1, The St Leger, Gr.1, SAJC RA Lee S., Gr.3, Newmarket Noel Murless S., L, Goodwood Cantorspreadfair.com H.

REBEL RAIDER. 6 wins-2 at 2-from 1200m to 2500m, , Gr.1, South , Gr.1, SAJC Sires' Produce S., Gr.3, Spring S., Gr.3, Chairman's S., L, AV Jennings 2YO H., 2d SAJC Paul Snigg H., Day at ASPM H., 3d Geelong Classic, L, SAJC Penny Edition S., L, 4th SAJC Spring S., Gr.3.

RISING ROMANCE. 5 wins from 1400m to 2400m, Australian Oaks, Gr.1, ARC Royal S., Gr.2, 2d MRC Caulfield Cup, Gr.1, New Zealand Derby, Gr.1, ARC New Zealand S., Gr.1, MRC Memsie S., Gr.1, VRC LKS Mackinnon S., Gr.1, Makybe Diva S., Gr.1, ARC Avondale Guineas, Gr.2, ATC Epona S., Gr.3, 3d VRC Australian Cup, Gr.1, ARC Eight Carat Classic, Gr.2.

TRIPTYCH. Champion 2YO Filly in France. Champion Older Mare in GB, Ireland & France. 14 wins-2 at 2-from 1400m to 2400m, Irish Two Thousand Guineas, Gr.1, York International S., Gr.1, Phoenix Champion S., Gr.1, Newmarket Champion S., Gr.1-twice, Longchamp Prix Ganay, Gr.1, Prix Marcel Boussac, Gr.1, Epsom Coronation Cup, Gr.1-twice, 2d York International S., Gr.1, Sandown Eclipse S., Gr.1, The Oaks, Gr.1, Epsom Coronation Cup, Gr.1, 3d Prix de l'Arc de Triomphe, Gr.1-twice, Ascot King George VI & Queen Elizabeth S., Gr.1-twice, York Benson & Hedges Gold Cup, Gr.1.

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Racing Club No 1 Ltd Prospectus th 5 October 2017

TRILLION. Champion Older Mare in France. Champion Grass Mare in USA. 9 wins from 1950m to 2500m, Longchamp Prix Ganay, Gr.1, Prix Dollar, Gr.2-twice, Prix d'Harcourt, Gr.2, Evry Prix de Minerve, Gr.3, Longchamp Prix Foy, Gr.3, , Gr.3, Prix des Tuileries, L, 2d Prix de l'Arc de Triomphe, Gr.1, Chantilly Prix de Diane, Gr.1, Grand Prix de Saint-Cloud, Gr.1, Longchamp Prix Ganay, Gr.1, Washington DC International S., Gr.1, Canadian International Championship S., Gr.1, Aqueduct Turf Classic H., Gr.1, Longchamp Prix Royal Oak, Gr.1, Prix d'Ispahan, Gr.1, Santa Anita Oak Tree Invitational H., Gr.1, Longchamp Prix d'Harcourt, Gr.2, Deauville Prix Gontaut-Biron, Gr.3, Longchamp Prix du Prince d'Orange, Gr.3, Prix Foy, Gr.3, 3d Cologne Preis von Europa, Gr.1, Saint-Cloud Prix Jean de Chaudenay, Gr.2, Belmont Turf Classic H., L, 4th Laurel Washington DC International S., Gr.1.

Sire: UNENCUMBERED

PRECOCIOUS 2YO, AS TOUGH AS THEY COME. Leading 2yo colt in Australia with earnings over $1.9 million; UNENCUMBERED retired sound after 10 career starts as a 2yo. Unencumbered was a precocious juvenile, upholding his pedigree. Being by Testa Rossa, a champion 3YO sprinter who won 5 races at 2 years, his maternal-line sires include More Than Ready and Marscay…..a pretty sound recipe for success.

UNENCUMBERED a 5 time winner and $1,908,850 including the Magic Millions 2yo Classic, Bj McLachlan, Gr.3., Magic Million 2yo L., 2nd Todman.S, Gr.2.

“HE HAS THE BEST ATTITUDE OF ANY YOUNG HORSE I HAVE TRAINED - IT’S AMAZING WHAT ONE GREAT HORSE CAN DO FOR YOU.” BJORN BAKER - TRAINER

Dam: CARMENES

CARMENES, by . She placed at 3. Half-sister to Saddler's Story an 8 time winner between 1500m to 3000m and prize earnings of $372,843 including the VRC Comic Court H., Piping Lane H., 2nd SAJC Adelaide Cup, Gr 2, Tooheys New S., Gr 3, 4th VRC Express S., L, Geelong Classic, L, Werribee Cup, L..

This is her second foal. Her first foal is a 2YO.

2015 Turffontein x Rich Mahogany Filly (trainer Neville Parnham) The Filly

This 2yo Turffontein filly is an immaculate type. Correct in every way a nice big strong scopey filly. Strong wide deep girth with a thick neck. Robust muscular hind quarter.

She is a lovely balanced filly that moves really well and has a good overstep and was the pick at the sales.

This filly has completed her education at the breakers.

Gordon Pratt, the breaker comments when this filly completed her education, “She was bomb proof, very impressive and gave me a good feel. She certainly knows she is a race horse and loves being out on the track. This filly always made my job easy she was a pleasure to educate”.

She was examined by the vets and passed all clinicals.

Page 17 of 26

Racing Club No 1 Ltd Prospectus th 5 October 2017 This filly is closely related to:

EMMY SLEW, 5 wins-1 at 2-from 1000m to 2400m in Brazil, Gavea G.P. Diana, Gr.1, G.P. Oswaldo Aranha, Gr.2, G.P. Euvaldo Lodi, Gr.3, Classico Antonio Carlos Amorim, Gr.3, 2d Gavea G.P. Mariano Procopio, Gr.3, Cidade Jardim Classico Presidente Joao Carlos Leite Penteado, L, 3d Cidade Jardim G.P. Jose Guathemozin Nogueira, Gr.1, G.P. Joao Cecilio Ferraz, Gr.2.

Sire: TURFFONTEIN

Turffontein was a multiple Group 1 winning sprinter who raced with the elite, season after season. Winner of the MVRC Willian Reid and the Rupert Clarke Stakes in 2009-2010, he left the like of Wanted, All American, Snipers Bullet, Mentality and Nicconi trailing in his wake.

Turffontein is by the unbeaten, World Champion Two Year Old Johannesburg who is fast making a name for himself as a sire of sires.

Retired to stud sound in 2010, Turffontein was Victoria’s leading First Season sire in the 2013-2014 season. He is the sire of Group Two VRC Edward Manifold Stakes and Group Three MRC Caulfield Classic winner Fontein Ruby, Group Two Blue Diamond Prelude and Group Three Blue Diamond Preview winner Fontiton.

Dam: RICH MAHOGANY

The Dam of the above-mentioned Filly namely Rich Mahogany, by Mugharreb (USA), is the winner of 3 races and the above-mentioned Filly is the first foal.

The sire of Rich Mahogany namely Mugharreb (USA) is a stakes-winner of 3 races and A$259.390.00 in stakes, and is the sire of 81 winners of over A$4m in stakes inc. 1 stakeswinner Trust My Bet and 2 stakes-placed progeny Black Ice , Banner. Winners inc. Tree Bandit, Alpha Man, Olivia Lass, Paige's Boy, Selessi, Smug, Resenda, Potluck etc. Mugharreb (USA) is to date the sire of the dams of Arrow Land 2 wins and Punter's Lass 4 wins.

The 2nd Dam namely Screenplay, by Centre Stalls (IRE), dam of Rich Mahogany 3 wins.

The 3rd Dam namely Press to Play, by Biazing Saddles, was the winner of 3 races and the dam of 5 winners inc. Proscenium Arch 5 wins, Ferro Georgia 4 wins, Marlborough Girl 4 wins, Tiarnal win, Where's the Remote 1 win.

Each of the six horses owned by the company will be trained by a leading trainer, namely:

Mick Price Caulfield, VIC Not A Single Doubt x More Than This Colt Darren Weir Ballarat, VIC Written Tycoon x Homedge Colt Gerald Ryan Rosehill, NSW Zoustar x Hidden Kisses Filly Bjorn Baker Warwick Farm, NSW Unencumbered x Los Feliz Filly Michael Costa Gold Coast, QLD Unencumbered x Carmenes Filly Neville Parnham Ascot, WA Turffontein x Rich Mahogany Filly

The average daily training rate for the six is $110.50 (incl. GST) per day the current ATA recommended rate is $128 (incl. GST) per day - figure averaged over the 4 states. Training rates may increase over the 3-year period. This has been factored into the financial forecasts (section 10).

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Racing Club No 1 Ltd Prospectus th 5 October 2017

If any of our nominated trainers is, for any reason, unable to continue training his/her horse, the directors, at their discretion, will appoint another trainer, as soon as possible. ATA terms and conditions will apply to any training appointment.

8. ADMINISTRATION, ACCOUNTING AND MANAGEMENT

RCN1 will engage Blueblood Thoroughbreds (Australia) Pty Ltd to deal with the administration, accounting and management services required for the Company. A Financial Forecast outlining the predicted costs over the three (3) year period for these services is included at Section 10 of this Prospectus.

Investors should be aware that Carol Walsh is also a director of Blueblood Thoroughbreds (Australia) Pty Ltd and may receive a benefit from this Company, through the fees payable for administration, marketing and accounting services which will be provided by Blueblood Thoroughbreds (Australia) Pty Ltd. The constitution of RCN1 allows the directors of Blueblood Thoroughbreds (Australia) Pty Ltd to retain any profits made through this association.

Blueblood Thoroughbreds (Australia) Pty Ltd may also benefit in receiving commissions from companies with which they have a commercial arrangement. However, RCN1 will be charged no more than the normal commercial rates.

RCN1 has engaged Blueblood Thoroughbreds (Australia) Pty Ltd to provide the racing management, administration, information dissemination and accounting services required by RCN1 under a comprehensive Consulting Agreement.

A Financial Forecast outlining the predicted costs over a three (3) year period for these services is included at Section 10 of this Prospectus. Shareholders should be aware that Carol Walsh who is a Director of RCN1 is also the Director and Shareholder of Blueblood Thoroughbreds (Australia) Pty Ltd and may receive a benefit through the fees payable for racing management, administration, marketing, information dissemination, horse services and accounting services which will be provided by Blueblood Thoroughbreds (Australia) Pty Ltd. Blueblood Thoroughbreds (Australia) Pty Ltd may also benefit in receiving commissions from companies with which they have a commercial arrangement.

However, all agreements entered between Blueblood Thoroughbreds (Australia) Pty Ltd and RCN1 will be on arm’s length terms. Pursuant to the Consultancy Agreement, Blueblood Thoroughbreds (Australia) Pty Ltd will also be entitled to a success fee of 15% of any net sale price per horse and 5% of any prize money won. The staff of Blueblood Thoroughbreds (Australia) Pty Ltd will be responsible for the racing management, marketing, accounting, administration, information flow and financial reporting and Blueblood Thoroughbreds (Australia) Pty Ltd will be paid the fees referred to in the financial forecast (section 10).

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Racing Club No 1 Ltd Prospectus th 5 October 2017

If the minimum subscription for shares is reached then any costs incurred by Blueblood Thoroughbreds (Australia) Pty Ltd and the Directors in respect of the issue of this Prospectus shall be paid or reimbursed from the proceeds of the Offer. These costs include the capital raising costs and the fees agreed with the Directors of RCN1 for professional work and advice. These fees are referred to in the financial forecast (section 10). If the Minimum Subscription is not reached by the Closing Date, then Blueblood Thoroughbreds (Australia) Pty Ltd will absorb all costs incurred by it and its directors. Except as disclosed in this Prospectus, no Director of RCN1, or firm in which a Director is a partner, has any interest nor has had any interest at any time prior to a copy of the Prospectus being lodged with ASIC in the promotion of RCN1 or has received, apart from reimbursement for start-up costs, or is entitled to receive, any sum or services rendered by him or the firm either to induce him to become or qualify him as a Director, or otherwise in connection with the promotion or formation of RCN1.

9. IMPORTANT DATES

The following key dates are indicative only and may be subject to change without notice, at the discretion of the Directors:

Offer Opening Date 5th October, 2017 Offer Closing Date 4th October, 2018

Dispatch of Share Certificates upon successful subscription to the offer will occur by no later than 18th October, 2018. Unsuccessful applicants will also be notified at this time and monies paid will be refunded within 30 days of the close of the Prospectus.

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Racing Club No 1 Ltd Prospectus th 5 October 2017

10. FINANCIAL FORECAST RACING CLUB NO 1 LTD For the period from 11th September, 2017 to 4th October, 2020

INCOME - Shareholder's Funds from the offer $ 1,595,000.00 Interest earned over 3 years (approximately) $ 10,410.00 TOTAL $ 1,605,410.00

EXPENDITURE (3 YEARS) Purchase of Horses $ 574,750.00 Breaking-In and education expenses $ 26,400.00 Accounting and Auditing Costs $ 22,000.00 Bank Charges & Card Charges $ 15,000.00 Company Establishment (including ASIC and setup costs) $ 6,000.00 Prospectus production, legal review and sign off and ASIC lodgement costs $ 15,000.00 Print and Postage (over three years) $ 8,000.00 Training/Spelling/Veterinary/Registration costs etc. (over three years) $ 483,500.00 Mortality Insurance (1 year $1,595,000) $ 49,350.00 Racing Expenses (eg. Feature race entry fees etc) $ 30,000.00 Advertising and Capital raising Costs $ 60,000.00 Director's professional advice, licence, process and document formation fees $ 60,000.00 BBT's Compliance Management Fees over 3 years $ 20,000.00 Administration and Management Fees over three years $ 100,000.00 Information Dissemination (over three years) $ 15,000.00 Web Pages construction and 3 years maintenance $ 20,000.00 CRM data base construction and maintenance $ 5,000.00

Director's Fee (Carol Walsh over 3 years) $ 45,000.00 Director's Fee (Chris Walsh over three years) $ 20,000.00 Director's Fee (Leticia Walsh over 3 years) $ 20,000.00

TOTAL $ 1,595,000.00

Surplus (based on full subscription) $ 10,410.00

The natural attrition of horses is factored into these figures. We start with Six horses in Year 1 and expect to have five horses in Year 2 and four horses in Year 3.

Please Note Any monies accrued from prizemoney, interest accrued, sale of racehorses, etc. on company funds held in fixed deposit, by the company and the proceeds of any sales of the company assets will be paid to the shareholders as a dividend/return of capital on the winding-up of the company or at the directors' discretion.

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Racing Club No 1 Ltd Prospectus th 5 October 2017

11. CORPORATE DIRECTORY

Directors: Mrs. Carol Walsh Mr. Christopher Walsh Miss Leticia Walsh

Registered Office: Nexus Norwest Level 5, 4 Columbia Court Baulkham Hills NSW 2153

Company Secretary: Carol Walsh P.O. Box 6992 Baulkham Hills BC NSW 2153

Bankers: ANZ Lexington Drive Bella Vista NSW 2153

Auditor: Prospect Accountants Mr. Tim Meehan PO Box 354 Balwyn North VIC 3104

Compliance Lawyers: The Fold Legal Pty Ltd Mrs. Jaime Lumsden Kelly PO Box 443 Potts Point NSW 1335

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Racing Club No 1 Ltd Prospectus th 5 October 2017

12. FINANCIAL AFFAIRS

Racing Club No 1 Ltd Statement of Financial Position as at 29th September, 2017

Current Assets $ Cash Assets 1000.00 Total Current Assets 1000.00 Non-Current Assets 0.00 Other Total Non-Current Assets 0.00

Total Assets 1000.00

Non-Current Liabilities Interest-Bearing Liabilities 0.00 Total Non-Bearing Liabilities 0.00

Total Liabilities 0.00

Net Assets 1000.00

Equity Issued Capital 1000.00 Retained Profits 0.00

Total Equity 1000.00

Page 23 of 26

Racing Club No 1 Ltd Prospectus th 5 October 2017 APPLICATION FORM RACING CLUB NO 1 LTD Please print clearly. You are advised to keep a copy for your records.

I/We apply for ______share(s) in RACING CLUB NO1 LTD.

Title: ______Surname: ______Given Names: ______

Address: ______

City: ______State: ______Postcode: ______

Phone: ______Mobile: ______D.O.B. ____ / ____ / ____

Email: ______

Occupation: ______

Partners: (Max of 3 partners)

Surname: ______Given Names: ______

Surname: ______Given Names: ______

Surname: ______Given Names: ______

Return your completed application with payment attached to: RACING CLUB NO 1 LTD P.O. BOX 6992 Baulkham Hills BC NSW 2153

DECLARATION BY APPLICANTS By lodging this application, the applicant confirms that he/she has read the prospectus and that all declarations made by him/her are complete and accurate. The applicant also agrees to be bound by the constitution of RACING CLUB NO 1 LTD. Return of this application form with payment will constitute your offer to subscribe for ordinary shares in the company. Directors reserve the right to accept or reject any application in case of over subscription.

APPLICANT/SIGNATURE/S: ______

1. Paying by cheque or money order: I/We enclose my/our cheque/money order for $______payable to: Racing Club No 1 Ltd

2. Paying by credit card: Type of card (circle) Mastercard Visa AMEX/Diners

Card Number ______Expiry Date ______/ ______Name on card ______Total Amount $______

Signature ______

3. EFT PAYMENT – See details next page

TICK PREFERRED OPTION

Payment in Full $1,595 now – or

$395 now, and 3 x $400 monthly payments (1st instalment is due a month from the date of deposit).

NB. If paying by Credit Card, the instalments will be AUTOMATICALLY DEDUCTED. Page 25 of 26

Racing Club No 1 Ltd Prospectus th 5 October 2017

DETAILS FOR PAYMENTS VIA EFT

You may make payment of application monies via a direct transfer to Racing Club No 1 Ltd's account, of which payment details can be found below.

ANZ BANK Racing Club No 1 Ltd BSB: 012 491 Account Number: 466497792

REFERENCE for EFT deposits (Important) Please ensure that you reference the payment in the same name as your share application form. i.e. The first named person on the application.

APPLICATION FORM

The completed application form can be posted to the postal address noted on the application form or faxed to 02 9672 6412 or emailed to [email protected].

Page 26 of 26

SUPPLEMENTARY PROSPECTUS Racing Club No 1 Ltd – ACN 621 611 809

Important Information This document is a supplementary prospectus (Supplementary Prospectus) which is dated, and was lodged with the Australian Securities and Investments Commission (ASIC), on 19 October 2017. This Supplementary Prospectus is a “refresh document” as defined in section 724(3H) of the Corporations Act.

It supplements, and should be read in conjunction with, the prospectus issued by Racing Club No 1 Ltd (Company or RCN1) which is dated and was lodged with ASIC on 5 October 2017.

ASIC takes no responsibility for the contents of this Supplementary Prospectus or the merits of the Offer to which the Prospectus and this Supplementary Prospectus relate.

The Purpose The purpose of this Supplementary Prospectus is to—

(a) advise that as at the date of this Supplementary Prospectus, the Company —

(i) registered address has changed (ii) the Minimum Subscription for the Offer has changed (New Minimum Subscription) to enable the Company to proceed to TRADE before the first runners (iii) vary wording in the Prospectus

1. On page 1 of the Prospectus, the following replaces the Registered Office address under the heading Registered Office.

Nexus Norwest, Level 5, 4 Columbia Court, Baulkham Hills NSW 2153

2. On page 4 of the Prospectus, under Point 1. Highlights of the Offer the words ‘100 shares’ has been replaced with the following words in the Offer table beside the heading, Minimum Subscription for the Offer to proceed.

10 shares

3. On page 7 of the Prospectus, the following replaces the second paragraph under Point 4. The Shares.

There are a minimum 10 shares of the maximum subscription of 1,000 shares for the offer to proceed.

4. On page 7 of the Prospectus, the following replaces the first line of the third paragraph under Point 4. The Shares.

If the minimum number of 10 shares is not reached by the offer closing date, shareholders 5. On page 22 of the Prospectus, the following replaces the Registered Office address under Point 11. Corporate Directory.

Nexus Norwest, Level 5, 4 Columbia Court, Baulkham Hills NSW 2153

6. On page 25 of the Prospectus, the following payment option has been replaced on the Application Form under the heading Tick Preferred Option.

- ‘due on the last day of each month’ is replaced with ‘1st instalment is due a month from the date of deposit’

7. On page 26 of the Prospectus, the following heading and paragraph has been added to the page under the heading Application Form.

APPLICATION FORM

The completed application form can be posted to the postal address noted on the application form or faxed to 02 9672 6412 or emailed to [email protected]. Specialist: P.O. Box 64 Oakleigh All classes of Bloodstock John Ford Victoria Australia 3 166 and Equestrian Horses ABN82 466328080 Bloodstock Agent and Consultant Telephone: (03) 9544 4895 Exporter of Bloodstock, Racehorses Mobile: 0419 355 981 and Equestrian Horses Email: j ohnford @ ozemail.com.au

5 St. Andrews Court, Mount Waverley, 4tl'October 2017 Victoria, Australia 3 149

Ms. Carol Walsh Blueblood Thoroughbreds P O Box 6992. Baulkham Hills. 2153. New South Wales.

BLOODSTOCK VALUATION Re: Un-named Chestoot fitty noaled 25th September 2015 sire: o.Turffontein" Dam: ,.Rich Mahoganyo'by Mugharreb (usA) Brands: b N.u. Shoulder. 12 over 5 Off Shoulder' The Valuation of the above-mentioned Thoroughbred Filly is being provided at the request of Blueblood Thoroughbred s on behalf of Race Club No.l Limited. P O Box 6992- Baulkham Hi11s.2153. New South Wales. I confirm that I have not carried out a physical inspection of the above-mentioned Thoroughbred Filly, however I believe this Filly to be of good conformation and in good health and condition, and suitable for Racing purposes. The sire of the above-mentioned Filly namely"Turffontein" is a stakes-winner of 5 races and A$1.,271,250.00.in stakes inc. Gr.1 MVRC , Gr.l MRC Invitation Gaypak Stakes, Gr.2 QTC Queensland Guineas, Listed MRC Stakes, STC Mandarins Hcp. 2nd Gr.lFlemington VRC Hcp, Gr.2 VRC Linlithgow Stakes, Gr-2 MRC Caulfield Sprint, Gr.3 AJC South Pacific Classic, Gr.3 MRC Moonga Stakes, Listed Hawkesbury Guineas, STC De Bortoli wines Hcp. 3'd Gr.l QTC Doomben 10000, Gr.1 MRC Invitation Stakes, Gr.2 STC Hobartville Stakes, Gr.3 STC Run to the Roses Stakes etc. o'Johannesburg" The sire of ,,Turffontein" namely (USA) a stakes-winner of 7 races andA$l,998,082.00. in stakes inc. Gr.1 Newmarket Middle Park Stakes, Gr.1 Leopardstown Phoenix Stakes, and the sire of 919 winners of over A$92.1m.in stakes inc,. 64 stakes-winners and 60 stakes-placed progeny. Stakes-winners inc. Juhayma, Scat Daddy, Turffontein, Once Were Wild, Stiapping Groom, Sageburg, Bamba Jane, Eaton's Gift,Phola, Horai Akiko, Hudson Steel, p1edJazz,Isibaeva, Cassandara Shadow, Border Rebel, Ntini, Welkom Gold, Jantzen, Dark Valley etc.

..Turffontein" is to date the sire of 68 winners of over A$6.3m. in stakes inc. 2 stakes- winners and2 stakes- placed progeny. Stakes-winners Fontein Ruby 6 wins A$1,052,330.00. in stakes, Fontiton 3 wins and 4$435,750.00. in stakes. Stakes-placed Turfane 4 wins, Lyuba 5 wins. Winners inc. Dance With Fontein 7 wins,Widgee Turf 3 wins, Safariann 3 wins, Faint Blaze2 wins, Turf Crusher 2 wins, Foreeva 1 win, Slight Leader 2 wins, Turtles Nest 2 wins, Lordfontain 4 wins, Prince of the Turf 5 wins, Central Pass 2 wins, Turfin' Around 2 wins, Double Superlative 1 win, Finke 9 wins, Golden Tomahawk 6 wins, Tillation 5 wins, Gauteng Gal 4wins, Blue Gangles 4 wins, I am the Dark 3 wins, Orange River 2 wins, Mahlabtini 1 win, Turfonic 2 win, Elzette 4 wins, Fontein Lad 3 wins etc.

Member of Federation oJ Bloodstack Agents Australin Lirnitetl 2 The Dam of the above-mentioned Filly namely "Rich Mahogany", by Mugharreb (USA), is the winner of 3 races and the above-mentioned Filly is the first foal. The sire of "Rich Mahoganyo'namely Mugharreb (USA) is a stakes-winner of 3 races and 4$259,390.00. in stakes, and is the sire of 81 winners of over A$4m. in stakes inc. 1 stakes- winner Trust My Bet and 2 stakes-placed progeny Black Ice, Banner. Winners inc. Tree Bandit, Alpha Man, Olivia Lass, Paige's Boy, Selessi, Smug, Resenda, Potluck etc. Mugharreb (USA) is to date the sire of the dams of Arrow Land 2 wins, Punter's Lass 4 wins, Kwaichung Brothers 1 win. The 2nd Dam namely'6Screenplay', by Centre Stalls (IRE), dam of Rich Mahogany 3 wins. The 3'd Dam namely ooPress to Piay", by "BlazingSaddles", was the winner of 3 races and the dam of 5 winners inc. Proscenium Arch 5 wins, Ferro Georgia 4 wins, Marlborough Girl 4 wins, Tiarnal win, Where's the Remote 1 win. In my opinion, following a review of the Pedigree and Family Details of the above- mentioned Thoroughbred Filly, I consider the present Market Value of this Filly to be A$3 8,500.00. (Thirty-Eight Thousand Five Hundred Australian Dollars) This Valuation is inclusive of GST. This Valuation is subject to this Thoroughbred Filly passing a Veterinary Examination for Suitability for racing pu{poses, carried out by a recognized Equine Veterinary Surgeon.

I certify that I have no curent or contemplated interest in the above- mentioned Thoroughbred Filly other than the supply of the above Valuation for a professional fee.

Yours Faithfully, tr {ou/ John Ford. Bloodstock Agent and Consultant Member of Federation of Bloodstock Agents Australia Limited Specialist: P.O. Box 64 Oakleigh All classes of Bloodstock John Ford Victoria Australia 3 166 and Equestrian Horses ABN82 466328080 Bloodstock Agent and Consultant Telephone: (03) 9544 4895 Exporter of Bloodstock, Racehorses Mobile: 0419 355 981 and Equestrian Horses Email : j ohnford @ ozemail.com. au 4th october 2017 5 St. Andrews Court, Mount Waverley, Ms. Carol Walsh Victoria. Australia 3 149 Blueblood Thoroughbreds P O Box 6992. Baulkham Hills. 2153. New South Wales. BLOODSTOCK VALUATION Re: Un-named BayThoroughbred Filly Foaled 12th october 2015. Sire: "Zoustart' Dam:'oHidden Kisses" by "Hidden Dragon"' Brands: @Near Shoulder. 60 over 5 Off Shoulder. The Valuation of the above- mentioned Thoroughbred Filly is being provided at the request of Blueblood Thoroughbreds on behalf of Race Club No lLimited.Po Box 6992- Baulkham Hills. 2153. New South Wales. I confirm that I have not carried out a physical inspection of the above-mentioned Thoroughbred Filly, however I believe this Filly to be of good conformation and in good health and condition, and suitable for Racing purposes. The Sire of the above-mentioned Filly namely "Zoustar" a stakes-winner of 6 races and A$1,411,680.00. in stakes inc. Gr.1 VRC Ascot Vale Stakes, Gr.1 ATC Golden Rose, Gr'2 ATC Roman Consul Stakes, Gr.2 BRC Sires'Produce Stakes etc. ,oZoustar"namely The sire of "Northern Meteor" is a stakes-winner of 3 races and AS532,480.00. in stakes inc. Gr.1 VRC Ascot Vale Stakes, and the sire of 265 winners of overA$32.7m. in stakes inc. 23 stakes-winners and 13 stakes-placed progeny. Stakes-winners inc. Cosmic Endeavour, Zoustar, Speak Fondly, Shooting To Win, Amanpour, Romantic Touch, Euro Zone, Deep Field, Bound To Earth, Runway Star, Burning Passion, Najoon, The Voice, Metallic Crown, Healthy Life, Atmospherical, Mitaad, Veuvelicious, Guard of Honour, Meteorid, Fighting Sun, Primero, Sports Edition. ooZovstar" commenced stud duties in20T4 and his oldest progeny are 2-y-olds. The Dam of the above-mentioned Filly namely "Hidden Kisses", by "Hidden Dragonn', is a stakes-winner of 8 races and 4$566,750.00. in stakes inc. Gr.3 ATC Toy Show Quality Hcp. 2nd Listed BRC Princess Stakes.3'd Gr.3 City Club The Nivison etc. The above-mentioned Filly is her first foal. The sire of ,.Hidden Kissesoo namely'oHidden Dragon" was a stake-winner of 6 races in Hong Kong and 4$1,43 9,324-00. in stakes, and the sire of 334 winners of over A$21.4m. in stakes inc.6 stakes-winners and 6 stakes-placed progeny. Stakes-winners inc. Hollowlea, Hidden Warrior, Hidden Kisses, Miss Imagica, Hidden Pearl,Hidden Jewel. Stakes-placed progeny inc. River Racer, Obsidian Dragon, Saraji, Steel Dragon, I'llbetricked, Wudang Blade. ..Hidden Dragon" is to date the sire of the dams of 7 winners inc. stakes-winner Flamenco 1 win,Telloff 3 wins, My Girl's Dragon 2 wins, Hidden Sequal 1 win,Clever Stryk 1 win, Sweet Soda I win, Baggins-placed, Bonnie Forever-placed.' The 2nd Dam namely "Kiss An Angel", by "Piccolo" (GB), was the winner of 5 races and the dam of 5 winners inc. Hidden Kisses 8 wins, Helen's Angel2 wins, Sequalo Revenge 3 wins, Chasing Kisses 2 wins, Flying Ryan 1 win The 3'd Dam namely "O'Cinderella", by "semipalatinsk" (USA), was a winner of 1 race and the dam of 5 winneis inc. Kiss An Angel5 wins, Wamior's Son 2 wins, Adele Louise 2 wins, Dance Card Doll4 wins, Christopher Robin 1 win.

Member of'Federatiort of Blood.stoc'k Agents Australia Limited. 2 In my opinion, following a review of the Pedigree and Family Details of the above- mentioned Thoroughbred Filly, I consider the present Market Value of this Filly to be

A$ 1 2 1,000.00. (One Hundred and Twenty-OneThousand Australian Dollars) This Valuation is inclusive of GST. This Valuation is subject to this Thoroughbred Filly passing a Veterinary Examination for Suitability for Racing purposes, carried out by a recognised Equine Veterinary Surgeon. I certify that I have no current or contemplated interest in the above- mentioned Thoroughbred Filly other than the supply of the above Valuation for a professional fee.

Yours Faithfully, w&*/ John Ford. Bloodstock Agent and Consultant Member of Federation of Bloodstock Agents Australia Limited Specialist: P.O. Box 64 Oakleigh All classes of Bloodstock John Ford Victoria Australia 3 166 and Equestrian Horses ABN 82 466 328 080 Bloodstock Agent and Consultant Telephone: (03) 9544 4895 Exporter of Bloodstock, Racehorses Mobile: 0419 355 981 and Equestrian Horses Email: johnford @ ozemail. com. au

4th October 2017 5 St. Andrews Court, Mount Waverley, Victoria. Australia 3 149 Ms. Carol Walsh Blueblood Thoroughbreds P O Box 6992. Baulkham Hills. 2153. New South Wales. BLOODSTOCK VALUATION Re: Un-named BayThoroughbred Colt Foaled 3rd October 2015. Sire: "Not A Single Doubt'n Dam: "More Than This" by More Than Ready. Brands: ffi Nea. Shoulder. 2 over 5 Off Shoulder. The Valuation of the above- mentioned Thoroughbred Colt is being provided at the request of Blueblood Thoroughbreds on behalf of Race Club No I Limited. PO Box 6992. Baulkham Hills. 2153. New South Wales. I confirm that I have not carried out a physical inspection of the above-mentioned Thoroughbred Colt, however I believe this Colt to be of good conformation and in good health and condition, and suitable for Racing purposes. The Sire of the above-mentioned Colt namely'(Not A Single Doubt", by "Redoute's Choice", is a stakes-winner of 4 races and 4$392,000.00. in stakes inc. Listed AJC Canonbury Stakes. Listed MRC Zeditave Stakes, RL Gold Coast Magic Millions 2- Y-O Classic. i"o G:.2MRC Autumn Stakes .4th Gr.2 STC Todman Slipper Stakes.

The sire of 'oNot A Single Doubt", namely "Redoute's Choice" is a stakes-winner of 5 races and A$1,567.850.00. in stakes inc. Gr.1MRC , Gr.1 MRC Blue Diamond Stakes. GT.lMVRC , Gr.i MRC C.F. Orr Stakes etc. "Redoute's Choice" is the sire of 936 winners of over A$138.9m. in stakes inc.149 stakes- winners and 111 stakes-placed progeny. Stakes-winners inc. Miss Finland, Lankan Rupee, Samantha Miss, Melito, Lotteria, Gallica, Majdu, Fashions Afield, Snitnel, Stratum, Not A Single Doubt, King's Rose, Royal Descent, Peeping, Master of Design, Musir etc.

"Not A Single Doubt'o is to date the sire of 503 winners of over A$6.6m. in stakes inc.44 stakes-winners and 41 stakes-placed progeny. Stakes-winners inc. Miracles of Life. Extreme Choice, Secret Agenda, Scales of Justice, Single Gaze, Clearly fnnocent, Good Project, Don't Doubt Mamma,Kenedna, Gypty Diamond, Fell Swoop, Villa Verde, Gunnison, Into The Red, Karuta Queen, Doubtful Jack, Castlethorpe, Squamosa, Seiina, Single Bullett, The Grey Flash, Always Certain, Unanimously, Cavallo Pazzo, Southern Legend, My Ex Mate, Mystic Power, Hell or Highwater, Doubtfilly, Every Faith, Payroll,etc.

The Dam of the above-mentioned Colt namely ooMore Than This", by "More Than Ready" (USA), was piaced on 2 occasions. The sire of "More Than This" namely "More Than Ready" (USA) is a stakes-winner of 7 races and A$1,701,704.00. in stakes and the sire of 1,532 winners of over A$180.4m. in stakes inc.I75 stakes-winners and 145 stakes-placed progeny. Stake-winners inc. More Joyous, Samaready,Yenazano, Room Service, Sebring, Prized lcon, Regally Ready, Perfect Reflection, Entisaar, Dreamaway, Perfectly Ready, More Than Sacred, Carry On Cutie, Benicio, Gimmethegreenlight ,Phelan Ready, More Strawberries, Eagle Way, Pluck etc.

Member of Fecleration of Bloodstock Agents Australia Limited. 2 "More Than Ready" (USA) is the sire of the dams of 594 winners of over A$62.2m. in stakes inc. 48 stakes-winners and 57 stakes-placed progeny. Stakes-winners inc. Miracles of Life, Rebel Dane, Delectation, Atlante, Luna Rossa, Kauai Katie, Race Day, Serena Miss, Unencumbered, Very Tempting, Single Bullet,Isotherm, Ready For Rye, Night Prowler, The Grey Flash, Hear The Chant, Samovare, Hell or Highwater, Tashbeeh, Manolo Blahniq, Thyme For Roses, Impetous, Dornier etc. The 2nd Dam namely "Sultry" by "Desert King" (IRE) was a race winner and placed on 2 occasions, and the dam of Steel Stilettos 1 win. The 3'd Dam namely 6(Slick Dancer", by otVaint', was the dam of 8 winners inc. Vestey stakes-winner of 4 races-(dam of 7 winners inc. Rutherford Eagle Stakes-winner of 5 races), Diago 6 wins, Devon Dancer 4 wins-(dam of Turnitaround stakes-winner of 8 races), Lingo 3 wins, Stormberg 5 wins, Keep Rocking 2 wins, Sultryl win, Astral Wind I win, Gypty Frolic-placed- (dam of Celebration Girl stakes-placed winner of 5 races).I

In my opinion, following a review of the Pedigree and Family Details of the above- mentioned Thoroughbred Colt, I consider the present Market Value of this Colt to be 4$220,000.00. (Two Hundred and Twenty Thousand Australian Dollars) This Valuation is inclusive of GST. This Valuation is subject to this Thoroughbred Colt passing a Veterinary Examination for Suitability for Racing pu{poses, carried out by a recognised Equine Veterinary Surgeon.

I certify that I have no current or contemplated interest in the above- mentioned Thoroughbred Colt other than the supply of the above Valuation for a professional fee.

Yours Faithfully, rt*{r./ John Ford. Bloodstock Agent and Consultant Member of Federation of Bloodstock Agents Australia Limited Specialist: P.O. Box 64 Oakleigh All classes of Bloodstock John Ford Victoria Australia 3 166 and Equestrian Horses ABN 82 466 328 080 Bloodstock Agent and Consultant Telephone: (03) 9544 4895 Exporter of Bloodstock, Racehorses Mobile: 0419 355 981 and Equestrian Horses Email: johnford @ ozemail.com. au

4th October 20ll 5 St, Andrews Court, Mount Waverley, Victoria, Australia 3 149 Ms. Carol Walsh Blueblood Thoroughbreds P O Box 6992. Baulkham Hills. 2153. New South Wales. BLOODSTOCK VALUATION Re: Un-named Bay Thoroughbred Filly FoaledlTth September 2016. Sire:'oUnencumbered" Dam:'oCarmenes" by Zabeel (NZ)' Brands: D Near Shoulder. 27 over 6 Off Shoulder' The Valuation ofiThe above- mentioned Thoroughbred Filly is being provided at the request of Blueblood Thoroughbreds on behalf of Race Club No 1 Limited. P O Box 6992. Baulkham Hills. 2153. New South Wales I confirm that I have not carried out a physical inspection of the above-mentioned Thoroughbred Filly, however I believe this Filly to be of good conformation and in good health and condition, and suitable for Racing purposes' The Sire of the above-mentioned Filly namely "Unencumbered", by'6Testa Rossat', is a stakes-winner of 5 races and A$1,908,850.00. in stakes inc. Gr.3 Doomben B.J' Mclachan Stakes, RL Gold Coast Magic Millions 2-y-oldClassic, RL Wyong 2-y-oldClassic- 2"d Gr'2 Rosehill . ooTesta The sire of ,.Unencumbered" namely Rossa" is a stakes-winner of 13 races and $3,A42.167.00. in stakes, and is the sire of 687 winners of over AS77.8 m in stakes inc'. 62 stakes-winners and 21 stakes-placed progeny. Stakes-winners inc. Ortensia, Rostova, Testafiable, Fontelina, Amelie's Star, Sistine Angel, Ranger, Twilight Royale, Vorimista, Speediness, Testa My Patience, Unencumbered, Jiang,Publishing, Blue Chagall, Red Colossus, Pane in the Glass, Heart Testa etc. ,.flnencumbered" commenced stud duties in20l4 and his oldest progeny are 2-y-olds.

The Dam of the above-mentioned Filly namely "Carmenes" is a raoe placed daughter of "Zabeel"(NZ), and to date is the dam of 2 foals. ,,Carmenes" is a half-sister to Saddler's Story stakes-winner of 8 races and A$372,843.00. in stakes. The sire of o.Carmenes" namely "Zabeel" (NZ), by Sir Tristram (IRE), was a stakes-winner of 7 races and A$1,138,400.00. in stakes inc.Gr.1 VRC Australian Guineas, Gr.2 VRC Craiglee Stakes, Gr.2 MVRC Alister Clarke Stakes, Gr.2 MVRC Moonee Valley Stakes, Listed VRC Debonier Stakes, VRC Van Winkle Hcp, VRC Marabou Hcp. ,,Zabeel,, (NZ) is the sire of 1,102 winners of over A$ 189.3m. in stakes inc. 163 stakes- winners and 98 stakes-placed progeny. Stakes-winners inc. Octagonal" Might and Power, Vengeance of Rain, Sky Heights, Preferment, Efficient, Maidivian, Greys Inn, Mouawad, St Reims, Zonda,Dignity Dancer, Greene Street, Zavite, Fiumicino, Champagne, Jezabeel, Savabeel, Railings, Bazelle, Reset, Zacheline, Lights of Heaven, Inaflury, Cronus etc' ,,Zabeelio (NA i; the sire of the dams of 1,771 winners of over A$214.5m. in stakes inc.776 stakes-winners and 139 stakes-placed progeny. Stakes-winners inc. Dundeel, Darci Brahma, Ocean Park, Silent Achiever, Atlantic Jewel, Samantha Miss, Werther, Bonneval, Faint Purfume, Purple, Humidor, Xttavagant" Sarrera, Tarzino, Dear Demi, Rangipo, Cats Fun etc.

Member oJ Federation of BLoodstock Agents Australia Limited. 2 o'Mofajar" The 2nd Dam namely (GB) , by "sadler's Wells"(USA), was the dam of 9 foals inc. Saddler's Story stakes-winner of 8 races, Dishdasha 3 wins, Dubai Miss 1 win ,Salvaged 1 win, Speranza 2 wins, Kabuki 1 win, Carmenes-placed. The 3'd Dam namely ooBarger'(UsA), by Riverman (USA), was a stakes-winner of 2 races and the dam of 4 winners inc .Narrative stakes-winner of 4 races, Baya stakes-winner of 2 races, Kafhaneel win, Caerless 1 win.

In my opinion, following a review of the Pedigree and Family Details of the above- mentioned Thoroughbred Filly, I consider the present Market Value of this Filly to be A$30,250.00. (Thirty Thousand Two Hundred and Fifty Australian Dollars) This Valuation is inclusive of GST. This Valuation is subject to this Thoroughbred Filly passing a Veterinary Examination for Suitability for Racing pu{poses, carried out by a recognised Equine Veterinary Surgeon. I certifi, that I have no current or contemplated interest in the above- mentioned Thoroughbred Filly other than the supply of the above Valuation for a professional fee.

Yours Faithfully,

John Ford. Bloodstock Agent and Consultant Member of Federation of Bloodstock Agents Australia Limited Specialist: P.O. Box 64 Oakleigh All classes of Bloodstock John Ford Victoria Australia 3 166 and Equestrian Horses ABN 82 466 328 080 Bloodstock Agent and Consultant Telephone: (03) 9544 4895 Expofter of Bloodstock, Racehorses Mobile: 0419 355 981 and Equestrian Horses Email : johnford @ ozemail.com.au

5 St. Andrews Court, Mount Waverley, 4tt' october 2017 Victoria, Australia 3 149

Ms. Carol Walsh Blueblood Thoroughbreds P O Box 6992. Baulkham Hills. 2153. New South Wales. BLOODSTOCK VALUATION Re: Un-named Bay/Brown Thoroughbred Filly Foaled 31't AugustZAl5. o'Los Sire: "Unencumtrered" Dam: Feliz" by Shamardal (USA). Brands: f, Near Should.er. 24 over 5 Off Shoulder. The Valuation of the above- mentioned Thoroughbred Filly is being provided at the request of Blueblood Thoroughbreds on behalf of Race Club No.1 Limited. P O Box 6992. Baulkham Hills.2153. New South Wales. I confirm that I have not carried out a physical inspection of the above-mentioned Thoroughbred Filly, however I believe this Filly to be of good conformation and in good health and condition, and suitable for Racing purposes. The Sire of the above-mentioned Filly namely ttUnencumberedto, by "Testa Rossa", is a stakes-winner of 5 races and A$1,908,850.00. in stakes inc. Gr.3 Doomben B.J. Mclachan Stakes, RL Gold Coast Magic Millions 2-y-oldClassic, RL Wyong 2-y-oldClassic. 2"d Gr.2 Rosehill Todman Stakes. The sire of "Unencumberedo'namely "Testa Rossa" is a stakes-winner of 13 races and 53,042.167.00. in stakes, and is the sire of 687 winners of over A$77.8 m in stakes inc.62 stakes-winners and 21 stakes-placed progeny. Stakes-winners inc. Ortensia, Rostova, Testafiable, Fontelina, Amelie's Star, Sistine Angel, Ranger, Twilight Royale, Vorimista, Speediness, Testa My Patience, Unencumbered , Jiang, Publishing, Blue Chagall, Red Colossus, Pane in the Glass, Heart Testa etc. *lJnencumbered" commenced stud duties h2014 and his oldest progeny are 2-y-olds.

The Dam of the above-mentioned Filly namely'ol,os Feliz, by "Shamardal (USA) is the dam of My Names Bruce 2 wins, Latino Babe-placed. The sire of o'Los Feliz"namely Shamardal (USA) a stakes-winner of 6 races and A$2,573,071.00. in stakes inc. Gr.1 Chantilly Prix du Jockey Club, and the sire of 744 winners of over A$110.lm. in stakes inc. 107 stakes-winners and 78 stakes-placed progeny. Stakes-winners inc. Able Friend, Dan Excel, Faint Perfume, Speedy Boarding, Zazou,Lope De Vega, Amaron, Maybe Discreet, Delectation, Captain Sonador, Puissance De Lume etc. Shamardal (USA) is the sire of the dams of 119 winners of over A$8.1m. in stakes inc. 13 stakes-winners and 11 stakes-placed progeny. Stakes-winners inc. Awtaad,Strathspey, Gifted Master, Anda Muchacho, Diamond Fields, Shocking Luck, Shadow Hunter, Dance Diva, Fashion Queen, Easy Street, Zuhoot Baynoona, Ken's Dream, Speedo Boy. The 2nd Dam namely Jactris (NZ), by Sir Tristram (IRE), was winner of 3 races and the dam of Prosellte-placed. The 3'd Dam namely "Real Success", Success Express (USA), was a stakes-winner of 6 races-(dam of 6 winners inc. Vouvay stakes-winner of 3 races, Boltan stakes-winner of 8 races, Jactris 3 wins, Camegie Success 5 wins, Delbury 2 wins, Camegie Hikari 1 win).

Member of'Federation of Bloodstock Agents Australia Limited" 2 In my opinion, following a review of the Pedigree and Family Details of the above- mentioned Thoroughbred Filly, I consider the present Market Value of this Filly to be 4$77,000.00. (Seventy-Seven Thousand Australian Dollars) This Valuation is inclusive of GST. This Valuation is subject to this Thoroughbred Filly passing a Veterinary Examination for Suitability for Racing pu{poses, carried out by a recognised Equine Veterinary Surgeon.

I certify that I have no current or contemplated interest in the above- mentioned Thoroughbred Filly other than the supply of the above Valuation for a professional fee.

Yours Faithfully, try""/ John Ford. Bloodstock Agent and Consultant Member of Federation of Bloodstock Agents Australia Limited Specialist: P.O. Box 64 Oakleigh All classes of Bloodstock John Ford Victoria Australia 3 166 and Equestrian Horses ABN82 466328080 Bloodstock Agent and Consultant Telephone: (03) 9544 4895 Expofter of Bloodstock, Racehorses Mobile: 0419 355 981 and Equestrian Horses Email: johnford@ ozemail.com.au

5 St. Andrews Court, Mount Waverley, 4th October 2017 Victoria, Australia 3149

Ms. Carol Walsh Blueblood Thoroughbreds P O Box 6992. Baulkham Hills. 2153. New South Wales. BLOODSTOCK VALUATION Re: Un-named Bay Thoroughbred Colt Foaled 21st October 2016. Sire: ttWritten Tycoon" Dam: "Homedgett by God's Own. Brands: Segmenfed W Near Shoulder. 8 over 6 Off Shoulder. The Valuation of the above- mentioned Thoroughbred Colt is being provided at the request of Blueblood Thoroughbreds on behalf of Race Club No 1. P O Box 6992. Baulkham Hills .2153. New South Wales. I confirm that I have not carried out a physical inspection of the above-mentioned Thoroughbred Colt, however I believe this Colt to be of good conformation and in good health and condition, and suitable for Racing purposes. The Sire of the above-mentioned Colt namely "Written Tycoon", by "Iglesias", is a stakes- winner of 2 races and a$289,325.00. in stakes inc. Gr.2 STC Todman Stakes, AJC 2-y-old Hcp.2"d Gr.3 AJC San Domenico Stakes, Listed STC Satellite Stakes, AJC 2-y-old Hcp.

The sire of "Written Tycoont' namely "Iglesia" was stakes-winner of 6 races and A5412,5A7.00. in stakes inc. Gr.2 STC Silver Stakes, Gr.3 VRC Standish Hcp. "Iglesia" was the sire of 284 winners of A$20.1m. in stakes inc. 1 1 stakes-winners and 13 stakes-placed progeny. Stakes-winners inc. Nova Star, Written Tycoon, Humma, Helideck, Sanderson, Diamondsoninside, Foolish, Ramiro, Lebrechaun, Lucky Leak, Sophia Babe. Stakes-placed progeny inc. Tripitz, Igles Star, Jujulio, Egatrice, Magic of Music, Enrique, Spanish Fling, Reigart, New Beginning, Chabeli, Arizona Sunset, Fast Lover, Miss Argyle. The dam of "Written Tycoon" namely 6'Party Miss". by Kenmare (FR), was the winner of 4 races and the dam of 5 winners inc. Written Tycoon stakes-winnet of 2 races and stakes- placed, Strumming 8 wins, My Delight 1 win, Castro 3 wins, Jayden and You 2 wins, Loves Attention-unraced-(dam of Murt the Flirt stakes-placed winner of 4 races), Invited-unraced- (dam of Big Chance stakes-placed winner of 10 races).

o6Written Tycoon" is to date the sire of 330 winners of over A$39 m. in stakes inc. 20 stakes-winners and 43 stakes-placed progeny. Stakes-winners inc. Tycoon Tara, Music Magnate, Capitalist, Luna Rossa, Howmutchdoyouloveme, Rich Enuff, Winning Rupert, Super Cash, Booker, Vibrant Rouge, Trump, Written Dash, It Is Written, Hot Dipped, Grand Tycoon, Grande Rosso, Shakespearean Lass, Danger Close, Balfls Choice,Written Up. Stakes-placed progeny inc. Masthead, Press Report, Prestigious Miss, Hetty Heights, Andre Roo Hoo, Novel Dancer, AlezanThunder, Sandhill Flash, Anelene, Write Creek, Written Consent, Gaps in me Knees, Despatch. The Dam of the above-mentioned Filly namely "Homedge",bY "God's Ownoo, was placed on 9 occasions, and is to date the dam of Tata Madiba placed on 2 occasions. The sire of ooHomedge" namely'oGod's Own", by "Redoute's Choice'n, is a stakes-winner of 3 races and 4$999.500.00. in stakes inc. Gr.1 MRC Caulfield Guineas, AJC Keith Hoskins

Member of Federatiort of Bloodstock Agents Attstralia Limitetl. 2 President Hcp, STC Mounties Hcp2"d Gr.1 VRC Lightning Stakes, Gr.3 MRC Caulfield Guineas Prelude, Gr.3 MRC Autumn Stakes. 4th Listed Golden Rose Stakes. "Godos Ownon is the sire of 232 winners of over A$16m. in stakes inc. 8 stakes-winners and 5 stakes-placed progeny. Stakes-winner inc. Mio Dio, Brook Road, Vatican, Bel Thor, Utah Saints, Inner Warrior, By The Grace, Balzeus. Stakes-placed progeny inc. Sirbible, God's In Him, Devine Moon, Pillar of Creation, Thunder Rain. ooGod's Own" is the sire of the dams of 7 winners and 6 placed progeny. Winners inc. Ansaam 2 wins, Billabong Cindy 3 wins, Repentant 2 wins, Jack in the Ditch 1 win, The Lord's Loot 1 win, Hang 1 win, Pedro Xiemez 1 win.Place-getters inc. Tata Madiba, Rainbow Warrior, Blake Street, Evolutionist, Monaco Countess, Ring of Haven.

The 2nd Dam namely "Alternative Edge", by Rory's Jester, was the winner of 2 races and the dam of 8 winners inc. Vintedge stakes-winner of 6 races, Youths Edge stakes-winner of 7 races, Jeune's Edge 6 wins, Tee Jay Ar 2 wins,sedgewick 1 win, Rim of Fire 3 wins, Couredge 1 win. The 3'd Dam namely "God's Girl", by Godswalk (USA), was the winner of 4 races and the dam of 8 winners inc. Racer's Edge stakes-winner of 8 races and 4$938,390.00. in stakes, Skeaping stakes-winner of 4 races, La Grange 2 wins, How Special 1 win, Alternative Edge 2 wins, Sister on the Edge 1 win, Aussie Edge 2 wins, The Other Sister I win.

In my opinion, following a review of the Pedigree and Family Details of the above- mentioned Thoroughbred Colt, I consider the present Market Value of this Colt to be A$121,000.00. (One Hundred and Twenty-One Thousand Australian Dollars) This Valuation is inclusive of GST. This Valuation is subject to this Thoroughbred Colt passing a Veterinary Examination for Suitability for Racing purposes, carried out by a recognised Equine Veterinary Surgeon.

I certify that I have no current or contemplated interest in the above- mentioned Thoroughbred Colt other than the supply of the above Valuation for a professional fee.

Yours Faithfully, fu{*/ John Ford. Bloodstock Agent and Consultant Member of Federation of Bloodstock Agents Australia Limited Mick Price Racing Stabies

5th october 2017

Mrs, CaroI Walsh Rac血g Club No I Ltd PO Box 6992 BauH血an Hills BC NSW 2 153

Dear Mrs Walsh,

Re: Training the 2015 Not A Single Doubt x More Than This CoIt

IクMick Price’hereby agree to train血e 2015 colt by Not A S血gle Doubt x More Than This for Rac血g Club No I Ltd in accordance w珊my standard tems oftrade.

The colt is by success細sire, Not A Single Doubt. Not A SingIe Doubt is血e sire of Group I wimers MiracIes Of Life, ScaIes Of Justice and血e Mick Price trained, Extreme Choice and Secret Agenda (also bought and syndicated by Carol Walsh of BlueBlood Thoroughbreds).

The dan of‘血is colt, More Than皿s (by More Than Ready) was placed on the racetrack and is cIosely related to Group I wimers, BONARRAI IDEAL PIANET AND MUSIC 則払GNATE.

My tra血ng fees are $1 10 plus GST per day. Our agistme請rate ranges from $22 plus GST to $27 plus GST per day depending on which farm is used for agis血ent.

nook forward to hav血g him in my stables.

Reg糾ds

紗 ーしi「→------、- MickPhce Tralner

Mick Price: 0418 「79 345 Luke WilkinSOn: 0413 489 736 Ma什hew Finn: 0424 372 082 PO. Box 242l, Coulfleld 」unctlOn, VIC†oria 3161 1 38 Kambrook Rood, CauIfield North, VIC†o「la 31 61 Ph. (03〉 9572 0333, Fax: 9572 5926, Web www mlCkp「lCe「aClng.COm aU Emali deb@mlCkp「lCeraClng COm.aU . PARNHAM Racing Stables

ABN: 71 158 897 228 10 Thompson Street Ascot WA 6104 0418940943

5th October 2017

Carol Walsh Racing Club No I Ltd Po Box 6992 Baulkham Hills BC NSW 2 t 53

Dear Mrs. Walsh

RE: Trainine the 2015 Turffontein x Rich Mahogany Filly

I, Neville Parnham of Parnham Racing Stables WA, hereby agree to train the 2015 Turffontein x Rich Mahogany Filly from my Stables in Ascot WA for Racing Club No I Ltd in accordance with my standard terms of trade.

The filly is by TURFFONTEIN, who was a multiple Group 1 winning sprinter. He was winner of the MVRC William Reid and Rupert Clarke Stakes in2009110. Turffontein is the sire of Group 2 VRC Edward Manifold Stakes and Group 3 MRC Caulfield Classic winner Fontein Ruby, Group 2 Blue Diamond Prelude and Group 3 Blue Diamond Preview winner Fontiton.

The Dam of this filly, Rich Mahogany, is by 3 time stakes winner, Mugharreb (USA) who is the sire of 8l winners of over A$4m in stakes inc. I stakes winner, Trust My Bet and 2 stakes placed progeny, Black Ice and Banner. Mugharreb (USA) is to date the sire of the dams of Arrow Land. 2 wins and Punter's Lass,4 wins. This is the dam's first foal.

The filly has passed all vet x-rays and clinicals. I rate her highly and recommend her to any prospective buyer considering becoming an owner.

I am looking forward to having her in my stables.

Yours Faithfully, //Ado"{i*t Neville Parnham

Forest Lodge Racing Pty Ltd ACN 106 775 884 ABN 51 106 775 884 Darren Weir Racing Stables 336 Kennedy’s Rd, Miners Rest 3352 Darren Mobile: 0407 860 023 Office: 5334 6655 Fax: 5334 6408 Email: [email protected] www.darrenweirracing.com.au

6th November 2017

Mrs, Carol Walsh Racing Club No 1 Ltd PO Box 6992 Baulkham Hills BC NSW 2153

Dear Mrs. Walsh

RE: Training the 2016 Written Tycoon x Homedge Colt

I, Darren Weir, hereby agree to train the 2016 colt by Written Tycoon x Homedge for Racing Club No 1 Ltd in accordance with my standard terms of trade.

The colt is by leading Aust. Sire of 2YO (2015-2016) and successful sire, Written Tycoon. Written Tycoon is the sire of Group 1 Golden Slipper winner CAPITALIST and Stakes winners, Tycoon Tara, Music Magnate, Rich Enuff and Super Cash.

The dam of this colt, Homedge (by God’s Own) placed in town on 7 occasions. She has had one foal to race Tata Madiba who has placed in the city as 2YO. Homedge is closely related to Group 1 winners, RACER’S EDGE (SIRE), TRUE STEEL and 4 X Group 1 winner HOW NOW.

Apart from training, I have no financial interest in this horse. The horse will be trained in accordance with our Training Services Agreement.

I look forward to having great success with him and this syndicate.

Signed:______

Date:______6/11/2017______