PROSPECTUS

BLUEBLOOD PRIDE OF DUBAI X SORORITY GIRL LTD ABN 58 630 978 335 DATED: 30 JANUARY 2019

Registered office: Nexus Norwest, Level 5 4 Columbia Court, Baulkham Hills NSW 2153 Phone: (02) 9937 2000 Fax: (02) 9672 6412 Website: www.bluebloodthoroughbreds.com.au Email: [email protected]

TABLE OF CONTENTS IMPORTANT INFORMATION ...... 3 1. INVESTMENT OVERVIEW ...... 4 1.1 Summary of Offer ...... 4 1.2 Key terms and conditions of Offer ...... 4 2. BUSINESS OVERVIEW ...... 5 2.1 Nature of the business ...... 5 2.2 Business assets ...... 8 2.3 The Manager ...... 10 2.4 Significant dependencies ...... 10 2.5 Strategy and plans ...... 12 2.6 Finance arrangements ...... 12 2.7 Valuation ...... 12 3. RISK FACTORS ...... 12 3.1 Business risk factors ...... 12 3.2 Investment risk factors ...... 13 4. FINANCIAL INFORMATION ...... 14 4.1 Financial affairs ...... 14 5. BOARD AND MANAGEMENT ...... 15 5.1 Board of Directors ...... 15 5.2 Interests of Directors ...... 15 5.3 Corporate directory ...... 15 6. DETAILS OF THE OFFER ...... 16 6.1 Structure of the Offer ...... 16 6.2 Proposed use of proceeds ...... 16 6.3 Terms and conditions of the offer ...... 17 6.4 Dividend policy / prize money and sales proceeds distribution ...... 19 7. GLOSSARY ...... 21 8. EXECUTION OF PROSPECTUS ...... 22 9. HOW TO APPLY FOR SHARES ...... 23 10. APPLICATION FORM ...... 24 ANNEXURES……………………………………………………………………………………………………………………………….….25

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IMPORTANT INFORMATION unlawful to make such an offer. An application for shares, pursuant to this offer, can only be made by Offer completing and lodging the application form that The Offer contained in this Prospectus is an invitation accompanies this Prospectus. by Blueblood Pride of Dubai X Sorority Girl Ltd (“BPODXSG” or “Company”) to acquire fully paid Forward-looking statements ordinary shares (“Shares”) in the Company. This Prospectus contains forward-looking statements. Forward-looking statements can be identified by the Prospectus use of forward-looking terminology such as ‘may’, This Prospectus is dated 30 January 2019 and a copy ‘will’, ‘expect’, ‘anticipate’, ‘estimate’, ‘would be’, was lodged with the Australian Securities and ‘believe’, ‘continue’ or the negative or other variations Investments Commission (“ASIC”) on that date. of comparable terminology. These statements are based on the Directors’ assessment of present Expiry date economic and operating conditions, and on a number No shares will be issued on the basis of this Prospectus of assumptions regarding future events and actions later than 13 months after the date of this Prospectus. that, at the date of this Prospectus, are expected to take place. Forward-looking statements are not Exposure period guarantees of future performance and involve known The Corporations Act 2001 (Cth) (“Corporations Act”) and unknown risks, uncertainties, assumptions and prohibits the Company from processing applications other important factors, many of which are beyond for shares in the 7 day period after the date of the control of the Company. Such statements are lodgement of this prospectus with ASIC. This period subject to risk and uncertainties that could cause may be extended by ASIC for a further 7 days. This actual results to differ materially from those projected. period is an exposure period to enable this Prospectus Such statements (none of which is intended as a to be examined by market participants prior to the guarantee of performance) are subject to certain raising of funds. Applications received during the assumptions, risks and uncertainties, which could exposure period will not be processed until after the cause the actual future results, achievements or expiry of the period. No preference will be given to transaction to differ materially from those projected applications received during that period. or anticipated. The Directors’ expectations, beliefs and projections are expressed in good faith and are No performance guarantee believed to have a reasonable basis. No assurance is or Purchasing shares in the Company should be regarded can be given that the results, performance or as speculative and shareholders should regard their achievements expressed or implied by the forward- shares as an entry in to racing horses for looking statements contained in this Prospectus will entertainment value rather than returns before actually occur. Accordingly, you should not place accepting this Offer. Prospective shareholders should undue reliance on these forward-looking statements. seek independent professional investment advice before accepting this Offer. Please consult your legal, No cooling-off rights financial or other professional adviser before making a Cooling-off rights do not apply to an investment in decision to invest in shares. Horse racing is a Shares issued under this Prospectus. This means that, speculative venture and no person involved in in most circumstances, you cannot withdraw your producing this Prospectus (including the Company and application once it has been accepted. its directors and advisers) guarantees the performance of the Shares or any capital or income. Photographs Photographs used in this Prospectus which do not Offer availability have descriptions are for illustration purposes only The Offer constituted by this Prospectus is only and should not be interpreted to mean that any person available to persons receiving this Prospectus within shown endorses the Prospectus or its contents. Australia and does not constitute an offer in any jurisdiction which, or to any person whom, it will be

1. INVESTMENT OVERVIEW 1.1 Summary of Offer

Topic Information Reference What is the Company? Blueblood Pride of Dubai X Sorority Girl Ltd (‘BPODXSG’) is a For more horse racing company and has purchased one thoroughbred information see racehorse with the intention of racing it. BPODXSG is offering section 2.1 Shareholders the opportunity to receive any benefit of race winnings and potential future breeding revenue and proceeds. Why is the Offer being The Offer is being conducted to: For more conducted? • Fund the engagement of the proposed trainers; information see section 6.2 • Pay the costs incurred by Blueblood Thoroughbreds and the Directors in respect of the issue of this Prospectus; and • Repay the Company’s existing credit facility used to purchase the Horse.

What are the key risks Risks associated with purchasing shares in the Company include For more associated with the the risk of the Horse being injured and unable to race, heavy information see Company? reliance on directors and other key persons, changes in section 3 legislation, the speculative nature of horse racing and liquidity risk. Who will be in control of The Directors of the Company are Carol Walsh, Christopher For more the Company? Walsh and Leticia Walsh information see section 5.1 Who will benefit from Blueblood Thoroughbreds will benefit from this Offer as it will For more the Offer? be responsible for managing the racing career of the Horse for information see the Company, and will receive a management fee for doing so. sections 2.3.1, Carol Walsh, the sole director and shareholder of Blueblood 5.2 and 6.3.1 Thoroughbreds, may benefit from this offer in the form of dividends distributed to her, and a salary paid to her by Blueblood Thoroughbreds in her capacity as sole shareholder of Blueblood Thoroughbreds.

1.2 Key terms and conditions of Offer

Topic Information What is the Offer period? The offer opens on 30 January 2019 and closes on 29 January 2020. What is the type of Shares being offered? Fully paid ordinary Shares in the Company. How many Shares are being offered? 40 fully paid ordinary Shares. Minimum subscription amount for each 1 fully paid ordinary Share. Shareholder Minimum subscription amount for Offer to proceed 1 fully paid ordinary Share. What is the consideration for each Share being The price of each Share under offer is $3,495 offered? Amount to be raised under the Offer $139,800 Are the Shares listed? The Shares are not listed on any stock exchange. Is the offer underwritten? The Offer is not underwritten.

2. BUSINESS OVERVIEW 2.1 Nature of the business BPODXSG is a horse racing company and has purchased one thoroughbred racehorse (the “Horse”) with the intention of managing its racing career, training and racing it. The Company holds a racing syndicate licence issued by the Queensland Racing Integrity Commission, which allows the Horse to be raced at tracks throughout Australian under the Company’s name. The Horse is 100% owned by the Company.

It is intended that the Company will operate for the career of the Horse, with an expected start date of 30 January 2019, to be extended at the discretion of the Directors or until the Horse retires or has been sold.

The Company intends to generate returns for the Shareholders by effectively managing the Horse’s racing career. This involves engaging and maintaining quality licensed trainers, ensuring the Horse remains healthy, and entering the Horse into appropriate races. The Manager is responsible for managing the Horse’s racing career. Any prize-money won by the Horse will be used in the first instance to pay trainer and jockey expenses and expenses relating to the management of the Horse. The remainder of the prize-money will be distributed to Shareholders in the form of dividends. See section 6.4 for more information about the distribution of prize-money.

If an offer by a third party to buy the Horse from the Company, the Directors will consider, with consultation from the Manager and the trainers, whether the offer is in the best interests of Shareholders. If the Company considers the offer is in the best interests of Shareholders, Shareholders have a right of first refusal and have the option to purchase the Horse at the offered price.

If in the opinion of the Directors, it is not in the interests of the Shareholders for the Horse to continue to race in a particular class to which the Horse is referrable, the Horse will either be sold, or if it is considered to be of no significant commercial value, retired and placed in a good home.

At the end of the Horse’s racing career, the Directors will consider whether the Horse will be sold or transitioned to a breeding programme and will make a recommendation to the Shareholders. A Shareholders’ resolution will then be passed to elect whether to sell the Horse or transition to a breeding programme. In the latter case, the Company may continue for the breeding life of the Horse. If there is no transition to a breeding programme, then the Horse will be sold. If the Horse is a valuable broodmare, it will either be sold through a public auction or to a bloodstock agent. Once the Horse is sold, the Company will be wound up. The sale money will be distributed to creditors and Shareholders in accordance with the Corporations Act.

2.1.1 Thoroughbred industry overview The Australian racing industry makes a significant contribution to the national gross domestic product, employment and government revenue. The economic activity generated by thoroughbred racing and breeding alone contributes more than $10 billion to the national GDP and, when included in the agricultural sector, is the fourth largest industry in Australia.

The horse racing industry is a mature industry with over 3,000 registered trainers and 800 jockeys. There are approximately 35,000 horses in Australia participating in about 19,000 races per year with prizemoney totalling $600 million.

The below graphs show the number of races relative to the total pool of prizemoney, and the increase in the prizemoney pool up until 2018.

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Source: Racing Australia Fact Book 2016/17

The industry is highly regulated. Companies and syndicates operating horse racing businesses are primarily subject to the Australian Rules of Racing administered by Racing Australia Limited. Each Australian State and Territory has a Principal Racing Authority which supervise and licence industry participants. Companies are also subject to the Corporations Act 2001. Regulations, racing rules and licensing requirements change from time to time, and the changes could result in the Horse not being able to participate in certain races.

2.1.2 Competitors Direct competitors to the Company’s business include: • Yarramalong Racing Club Ltd; • Hancox Racing No 8 Ltd; • Racing Club No 1 Ltd; and • Racing Club No 2 Ltd.

These competitors run similar business models of acquiring, managing, training and racing horses. Horse racing syndicates also operate in the horseracing industry and are competitors to the Company. Syndicates similarly manage, train and race horses throughout Australia and their horses may race in the same races as the Company’s Horse.

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2.1.3 Racing colours The Horse will race in BlueBlood Thoroughbreds’ registered silks. The main set of colours is Red Jacket with Red Cap. The alternative colours being Red Jacket with Blue Cap as follows:

Main Set of Colours Jacket – Red, Blueblood Logo (wording) Sleeves – Red sleeves (with wording) Cap – Red cap with white star

Alternative Set of Colours Jacket – Red, Blueblood Logo (wording) Sleeves – Red sleeves (with wording) Cap – Blue cap with white star

2.2 Business assets 2.2.1 Description of the Horse

Colour Bay Sex Filly Date of Foal 20 August 2017 Sire Pride Of Dubai Dam Sorority Girl Brand nr sh – 88 over 7 off sh

2.2.2 The Horse selection process The Company has purchased the Horse relying on the recommendation from Carol Walsh, Managing Director of Blueblood Thoroughbreds (Australia) Pty Ltd (“Blueblood Thoroughbreds”) and its bloodstock team. An invoice for the purchase of the Horse is attached to this Prospectus. Carol Walsh has operated Blueblood Thoroughbreds as a racehorse syndicator for the past 9 years.

Carol Walsh considers 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.

The Horse has had an independent veterinarian, Dr Chris Lawler, perform a clinical inspection and x-ray. The veterinarian has provided a veterinary certificate (attached to this Prospectus) specifying that the Horse is suitable and fit for racing. The veterinarian certificate discloses that the veterinarian does not have any financial or other interest in the Company or the funds to be raised from the Prospectus.

2.2.3 Purchase of the Horse Blueblood Thoroughbreds purchased the Horse from 2019 Gold Coast Magic Millions Yearling Sale using its credit facility. The Horse has been subsequently sold to the Company on credit terms offered by Blueblood Thoroughbreds (see section 2.6).

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2.2.4 Current status of horse The Horse is currently spelling at Cavallo Park in Putty, NSW. The Horse is an unraced yearling Filly.

2.2.5 Horse naming and registration The Horse is unregistered. The Horse will be named by the Shareholders and registered once the Shares have been issued in full. The Horse will be registered within 45 days of the Shares being issued in full. Each shareholder will have the option to submit 1 name. Once the list of names submitted by the Shareholders is populated by the Manager, the Manager will select the top 3 most popular names (in order of preference) and submit them to the Registrar of Racehorses for registration.

2.2.6 Pedigree details The Horse’s sire and dam are as follows: • Sire – Pride Of Dubai is the fastest 2yo by Champion sire STREET CRY. The only horse to complete the Gr.1 Blue Diamond Stakes and Gr.1 Sires’ Produce Stakes double. He earned $1.33M in prize money and stands at one of the world’s most famous and successful studs COOLMORE. He commands a stallion fee of $44,000.

• Dam – Sorority Girl (By Champion broodmare Sire Stravinsky) won 2 races up to 1100m. She is also a half-sister to stakes horses HAPPY GIGGLE and Happy Spring. This filly is also closely related to 4 INDIVIDUAL Group 1 winners including CHOICE BRO (GR1 2YO WINNER) and PURE OF HEART (GRP 1 STC GEORGE RYDER S.). She is Dam of 3 foals to race for 2 winners.

Photo: Pride Of Dubai – Stallion

A pedigree page for the above is attached to this Prospectus.

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2.2.7 Mortality insurance The Horse is insured with HQ Insurance for mortality, theft and life-threatening surgery extension cover from 9 January 2019 to 31 January 2020. The sum insured is $139,800. A certificate of currency is attached to this Prospectus. Renewal of insurance is at the discretion of the Shareholders after the insurance lapses.

2.3 The Manager

The Manager of the Horse is Blueblood Thoroughbreds. The Manager is responsible for all aspects of the management of the racing career of the Horse, preparation of the Shareholders’ annual accounts, the management of communications between the Shareholders and the stables, and the provision of all administrative services.

The Manager’s responsibilities include: • Regular communication with Shareholders by telephone, fax or email regarding training and spelling progress, and regular relay of Trainer’s comments. • Arranging open days for Shareholders to inspect their racehorses and be addressed by the Trainer. • Provision of general day to day administrative services, provision of pursuing overdue accounts via phone call, email or post. • Providing Shareholders with RaceDay DVDs (where available, track work and other update reports such as nominations, weights, acceptances, pre-race summary, RaceDay services, post-race summary review, organisation of disbursement of any trophies, representing the Company in relation to race day steward enquiries etc.) • Arranging times and dates for Shareholders to inspect their horses at the stables or spelling properties. • Assistance with RaceDay ticketing where applicable. • Maintain professional indemnity insurance. • Naming and registration of the Horse. • Transfers of ownership.

2.3.1 Manager’s fees The Manager is paid a monthly management fee of $1,540 (incl. GST) per month. Each Shareholder is responsible for a proportion of the management fee in accordance with section 6.3.1.

In the event that a Horse is sold, the Manager is also entitled to a sale fee of 5% (plus GST) of the sale price. In the event that a Horse is retired to stud, the Manager is entitled to 2 service rights per annum for the lifetime of the standing stallion and 5% (plus GST) of the sale price.

2.4 Significant dependencies The Company is dependent upon key services provided by the Manager (see section 2.3) and the trainers engaged to provide training services. More details are set out regarding the trainers below.

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2.4.1 Proposed trainer/s Hawkes Racing, made up of John, Michael and Wayne Hawkes are the proposed trainers for the Horse. Trainer agreements between Hawkes Racing and the Company have been executed. A letter of consent to train the Horse from the proposed trainers is attached to this Prospectus.

Their contact details are as follows: Address: Hawkes Racing Community Drive Flemington VIC 3031 Phone: 02 96371244

John Hawkes was inducted into the Australian Racing Hall of Fame in 2004. He has won 10 national trainers' premierships, nine Sydney premierships, a six-time leading Group 1 trainer and nine-time leading stakes-winning trainer.

He has prepared a string of champions over the past two decades including two, Horse of the Year winners, Octagonal and Lonhro and has led in more than 5000 race winners, including 98 Group 1 successes and was inducted into the Australian Racing Hall of Fame in 2004.

There have been numerous top class racehorses to emerge from the Hawkes stables including Octagonal, Lonhro, Unworldly, Accomplice, Arena, Over, Guineas, Shame, Viscount, Freemason, Niello, Railings, Mnemosyne, Forensics, Camarilla, Paratroopers, Fiumicino, Mentality, Real Saga and rising star, Love Conquers All.

"Climbing the mountain and getting to the top is difficult but staying there is much harder," John Hawkes once said. "Racing is so competitive these days, there are a lot of good trainers, and it takes a lot of hard work behind the scenes to stay there and not start sliding down the other side." Meticulous by nature, Hawkes sets high standards for himself and his stable staff. He seems to live by the maxim "the harder you work, the luckier you get".

Although the Hawkes Racing Team training partnership was officially sanctioned in 2008, Wayne said the successful training systems that were first put in place 15 years earlier at Crown Lodge remain the blueprint for the stable's continued success. Wayne Hawkes also admits working with family has some advantages and disadvantages. "Sometimes it is not easy working with family, but in tough times you can’t beat family support and strength!"

When the family established a training partnership in 2008 (Hawkes Racing). Michael Hawkes returned to Sydney to take charge of Rosehill Gardens, working alongside his father. "I suppose you could say dad is the brains and Wayne and I are the youth. I think it is a pretty good partnership. We are lucky we have each other”.

Hawkes Racing Team Group one success include ESTIJAB (Longlines Golden Slipper), CHAUTAUQUA (TJ Smith Stakes - twice, HKJC Chairman's Sprint Prize, Lighting, Manikato Stakes), DIVINE PROPHET (Caulfield Guineas), INFERENCE (Randwick Guineas), MOSSFUN (Toohey New Golden Slipper), ALL TOO HARD (All Aged Stakes, Futurity Stakes, C.F Orr Stakes, Caulfield Guineas), NIWOT (Sydney Cup).

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2.5 Strategy and plans The Company has been set up to purchase the Horse and manage its entire racing career. The Company is offering Shareholders the opportunity to receive any benefit of race winnings and potential future breeding revenue and proceeds.

2.6 Finance arrangements The Company purchased the Horse from Blueblood Thoroughbreds using a credit facility provided by Blueblood Thoroughbreds to enable the Company to pay the purchase price of the Horse and cover the running costs of the Horse until the Company has raised sufficient capital to cover these expenses. The terms of the credit facility are as follows: • $139,800 in borrowings available under the credit facility. • Drawn down funds are not subject to interest. • The credit facility is provided on an unsecured basis. • The Company must apply future capital raised under the Offer to repay any amounts drawn down under the credit facility at which time the facility will be terminated.

2.7 Valuation A valuation by a qualified bloodstock valuer does not accompany this Prospectus as the Horse was acquired by Blueblood Thoroughbreds at a public auction and there is no conflict of interest in relation to the purchase.

3. RISK FACTORS 3.1 Business risk factors 3.1.1 Horse racing risks The following risks could impact the ability of the Horse to participate in races: • Injury to the Horse in the course of its training or when participating in races; • Sickness, disease or death of the Horse; • The Horse could prove unsuitable for horse racing; and • The cost of racing, including managing and training the Horse could increase leading to a reduction in any returns to Shareholders.

Horses can get sick, lame, suffer from disease, feeding disorders, pests or parasites and be unable to race or train for extended periods of time. As a result, the Company may incur significant unexpected expenses such as vet bills and rehabilitation costs. Injury or illness can affect any horse and can reduce or end a horses racing career or ability to produce as a Broodmare.

High class races have a much lower rate of injury than low class races. While this could be attributed to many factors, including the quality of the horse, economics, or medications, the trainer still must make the decision to run a horse or not to run a horse. Because leading trainers consistently get the best horses, injury rates by race class should correspond to injury rates by trainer.

Career Career Ending Injury Race Class Ending Starts Rate Injuries High 2.27% 553 243,854 Low 4.11% 2,566 624,265 Source: “Trends in Equine Mortality, 1998-2005” https://www.aphis.usda.gov/animal_health/nahms/equine/downloads/equine05/Equine05_is_Mortality.pdf

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If the Horse is unable to participate in a race, the amount of dividends payable is likely to be lower because there will be no prize money attributable to that race. If the Horse is no longer suitable for horse racing because it is permanently injured or suffers from sickness or disease, the Horse will likely be sold at a loss, and this will significantly impact the distributions Shareholders receive upon wind up of the Company.

3.1.2 Reliance on directors and key persons The Company has no operating history and relies on the skills of the directors, trainers of the Horse and Blueblood Thoroughbreds to manage the racing career of the Horse. An investment in the Company is therefore heavily dependent on the directors and these other key persons.

The trainers of the Horse are engaged by the Company in accordance with the trainers’ standard terms of trade. These standard terms allow the trainers to terminate for convenience on short notice. If this happens, the Horse may be left without a trainer until new trainers are engaged, and the terms of engagement may be on less favourable terms. However, it is likely that Blueblood Thoroughbreds can secure alternative successful and qualified trainers by using its existing networks and experience in the industry. There will also be delays in the Horse commencing its racing career, with a corresponding increase in expenses and no ability to win prize money for a period.

The Company’s ability to effectively manage the Horse’s racing career and perform the necessary administrative functions depends upon the performance and expertise of the directors and Blueblood Thoroughbreds. The loss of these key personnel, or any delay in their replacement, may adversely affect the Horse’s performance or eligibility to participate in races, and this will have a negative impact on the amount of dividends to be distributed.

3.1.3 Downturn in horseracing industry The state of the horseracing industry is largely correlated with the health of the domestic economy. If there is a downturn in economic activity, it is likely that the pool of prizemoney, the level of investment in the industry and the value of the Horse will decrease. This means that upon selling the Horse, the Company will receive less sale proceeds than if the state of the horseracing industry was healthier.

3.1.4 Changes in legislation and regulations Changes in legislation and regulations such as the Australian Rules of Racing could affect the Horse’s ability to participate in races, and therefore could affect the amount of Shareholder returns. In addition, the Company could be subject to additional legal or regulatory requirements if its business, operations or geographic reach expand in the future.

The Company is primarily subject to the Australian Rules of Racing administered by Racing Australia Limited. Each Australian State and Territory has a Principal Racing Authority which supervise and licence industry participants. The Company is also subject to the Corporations Act 2001. Legislation and racing rules change from time to time, and the changes could result in the Horse not being able to participate in certain races. This means the Horse will have less chance to win prize money, which will negatively impact on the amount of dividends available for distribution.

3.2 Investment risk factors 3.2.1 No guarantee of returns Any person investing in shares in the Company should be aware that horse racing is a speculative venture with no guarantee of returns. A person subscribing to this offer should regard their shares as an entry in to racing horses for entertainment value rather than returns. There is also a risk to capital, for example, if the Horse proves unfit for racing, it may be sold off for a price less than its cost plus ongoing expenses. The best pedigree and training also cannot guarantee a winning horse. The Horse could simply lack the desire or ability to perform at the necessary level.

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3.2.2 Trading in Shares may not be liquid As shares in the Company are not listed on any stock exchange, there is no liquid market for the shares.

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

4. FINANCIAL INFORMATION 4.1 Financial affairs

An auditor’s report and pro forma balance sheet accompanies this Prospectus.

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5. BOARD AND MANAGEMENT 5.1 Board of Directors The Company’s Board comprises 3 Directors. A biography of each Director is contained in the table below.

Director Biography Carol Walsh Carol Walsh has been a racehorse syndicator for over 8 years and has been involved in the industry for 12 years. Carol has been involved in the purchase of multiple Stakes winning horses including Seabrook who won the 2018 Group 1 Champagne Stakes, the 2018 Group 2 Sweet Embrace Stakes and also contested the 2018 $5.3M Group 1 Golden Slipper running 5th place, Secret Agenda who won the $1M Group 1 Robert Sangster Stakes in 2017, She’s So High who won the listed Incognitus Stakes in 2018, Le Mans, Berlutti and Son Of A Snitz who sold to HK for $450,000 (all trained by Mick Price), Sedanzer who won the 2018 Scone Cup and Unite And Conquer who won the 2018 Maribyrnong Trial S. Listed and the 2018 Magic Millions 2YO Wyong Classic Listed (all trained by Gai Waterhouse), Black Revolver, Rock Temple (trained by Chris Waller) and Encostanati (trained by Bjorn Baker).

She 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 Christopher Walsh supports and assists his wife, Carol Walsh, and has done so for the past 12 years. He handles event functions and regular open days for the Company. Leticia Walsh Leticia Walsh 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.

5.2 Interests of Directors Carol Walsh is the sole director and shareholder of Blueblood Thoroughbreds, the Manager, who will receive benefits from the Company in relation to fees payable for administration, marketing and accounting services which will be provided by Blueblood Thoroughbreds. Carol Walsh may benefit from this arrangement through distributions of dividends to her as a shareholder of the Manager. She is also paid a salary for her role as director of the Manager. The constitution of the Company allows the directors of Blueblood Thoroughbreds to retain any profits made through this arrangement.

5.3 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

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

Bankers: ANZ Dunmore Street Wentworthville NSW 2145

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

Compliance Lawyers: The Fold Legal Pty Ltd Ms. Jaime Lumsden Kelly GPO Box 1843 Sydney NSW 2001

6. DETAILS OF THE OFFER 6.1 Structure of the Offer This Prospectus relates to an offer of 40 fully-paid ordinary shares. Each Shareholder must subscribe to a minimum of 1 ordinary fully paid share at $3,495 per share. A person who subscribes to this offer and becomes a Shareholder is responsible for a proportion of the ongoing costs and upkeep of the Horse in accordance with section 6.3.1.

6.1.1 Minimum subscription The minimum subscription for this offer to proceed is 1 share. No shares will be issued until the minimum subscription has been achieved.

6.1.2 Maximum subscription The maximum subscription for this offer is 40 shares.

If the maximum subscription is not achieved, Shareholders have the option to: • Have their purchase price of their subscription amount refunded in full within 30 days; or • Retain their shares in the Company with a reduced minimum number of shares, in which case a supplementary prospectus will be sent to all Shareholders.

6.2 Proposed use of proceeds The total gross proceeds under the offer is expected to be $139,800. The proceeds of the offer will be applied as follows:

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Amount % of Total Raised INCOME - Shareholder's Funds from the offer $139,800.00 Interest earned over 1 year (approximately) $0.00 TOTAL $139,800.00

EXPENDITURE (1 YEAR) Purchase of Horse $93,500.00 66.88% Spelling Fees 48 Days $1,584.00 1.13% Accounting and Auditing Costs $3,000.00 2.15% Company Establishment (including ASIC and setup costs) $1,753.00 1.25% Prospectus production, legal review and sign off and ASIC lodgement costs $3,966.00 2.84% Print and Postage (over one years) $1,500.00 1.07% Veterinary & Scoping costs $2,561.00 1.83% Mortality Insurance (1 year $139,800) $5,446.00 3.90% Travel & Accommodation to Gold Coast x 3 staff (pro-rata 6 horses) $800.00 0.57% Advertising and Capital raising Costs $11,000.00 7.87% Director's professional advice, licence, process and document formation fees $5,000.00 3.58% BBT's Compliance Management Fees over one year $1,980.00 1.42% Race Nominations (Golden Slipper & Golden Rose, Blue Diamond, Magic Millions Race Series) $5,665.00 4.05% Registration & Lodging Syndicate Fee $545.00 0.39% Photographs/Footage – Pedigree software fee (Werks), video footage, etc. $1,500.00 1.07%

TOTAL $139,800.00 100.00%

Surplus (based on full subscription) $0.00 0.00%

6.3 Terms and conditions of the offer

Topic Summary What is the type of security being Fully-paid ordinary shares in the Company. offered? What are the rights and liabilities The following rights and entitlements are attached to the offered attached to the security being shares: offered? • Entitlement to dividends for profit generated by horse racing prize money; • Entitlement to potential future breeding revenue and proceeds;

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Topic Summary • 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; • The Shares are full voting shares; • Subject to the Company’s Constitution and the Corporations Act, Shares in the Company are freely transferable.

Shareholders are responsible for the payment of all costs associated with maintaining, training and racing the Horse. The estimated ongoing expenses are outlined in section 6.3.1. What is the consideration for each The price of each share under offer is $3,495. security being offered? What is the offer period? The offer opens on 30 January 2019. The offer closes on 29 January 2020. Is the offer for the issue of new This offer is for the issue of new securities. securities or the sale of existing securities? When will Shareholders receive Dispatch of share certificates upon successful subscription to the offer confirmation their application has will occur by no later than 19 February 2020. been successful? Unsuccessful applicants will also be notified at this time and monies paid will be refunded within 30 days of the close of this Prospectus. Are the securities listed? The shares in the Company are not listed on any stock exchange. Is the offer underwritten? The offer is not underwritten. Are there any escrow There are no escrow arrangements. arrangements? Where will funds raised be held? All funds raised by this Prospectus shall be held in a designated Trust Account, namely BBT Pride Of Dubai Account held with the ANZ Bank at Wentworthville NSW, until such time as the offer closes or the minimum number of shares has been taken up. What is the Company’s capital Ordinary shares on issue as at 30 January 2019 40 structure? Maximum number of ordinary Shares to be issued 40 under this Offer Total on Offer completion 40 Are there any significant taxation There may be taxation implications associated with owning and implications? disposing of Shares. As these implications will depend upon a Shareholder’s particular circumstances, all potential Shareholders are encouraged to obtain their own taxation advice in respect of acquiring, holding and selling Shares.

6.3.1 Estimated ongoing costs obligations Each Shareholder is responsible for the following ongoing expenses.

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Total ongoing expenses – the following horse expenses are indicative and payable monthly by each Shareholder. The Manager advises that the average ongoing expenses for 1 share (the equivalent of 2.5% share) is approximately $24.50/week (incl. GST) OR for 2 shares (the equivalent of 5% share) is approx. $49.00/week (incl. GST). These expenses include the Management Fee paid to Blueblood Thoroughbreds.

The ongoing expenses may vary at any time due to the variable times that the horse is in work, racing, pre-training or spelling, and whether the trainer increases their daily rate.

Nomination and acceptance fees for most races are included, except for nominations for major races such as the Auction House Sponsored races such as Inglis and Magic Millions race series and the Black Type races such as Listed and Group races, which fees are payable by the Shareholders in addition to these ongoing expenses.

The trainer’s daily training rate is $132.00 (including GST) and is included in the total ongoing expenses. Note, the trainers’ daily training rate may change subject to industry increases.

The ongoing expense do not include extra-ordinary costs such as insurance renewal, major veterinary fees relating to surgery/injury in excess of $300 which will be on charged to the Shareholders reflective of their shareholding, major race nominations or acceptance fees and all travel expenses for 1 representative of the Company to attend interstate featured races (outside of NSW). These costs are payable by the Shareholders in proportion to their share/s held in the Company.

Accounts preparation fee – preparation of the Company’s annual accounts in respect of the relevant financial year will be charged on the 1st of July each year, unless you cease as a Shareholder prior to which you will be charged for the number of months you held your share. The APF is capped at 4 Shares (the equivalent of 10% share), so if you hold a share in excess of 4 Shares (10% share), this is the maximum you will be charged.

1 Share (2.5% Share): $60.00 per annum or $5.00 per month 2 Shares (5% Share): $120.00 per annum or $10.00 per month 3 Shares (7.5% Share): $180.00 per annum or $15.00 per month 4 Shares (10% Share): $240.00 per annum or $20.00 per month

Accounts preparation fees are paid in addition to the total ongoing expenses in section 6.3.1.

Management Fee – The Manager is paid a monthly management fee of $1,540 (incl. GST) per month. Each Shareholder is responsible for a proportion of the fixed monthly management fee of $38.50 (incl. GST) per 1 share (2.5% share) or $77.00 (incl. GST) per 2 shares (5% share) capped at $154.00 for 4 shares (10% share) and above. This fixed monthly management fee is included in the total ongoing expenses as described in section 6.3.1.

6.4 Dividend policy / prize money and sales proceeds distribution All prize-money won by the Horse will be deposited directly into the Manager’s account called BlueBlood Thoroughbreds (Sorority Girl) with a Sydney branch of the ANZ Bank and will be distributed to the Shareholders as dividends within 14 days of receipt pro-rata to the number of Shares held by each Shareholder.

In accordance with the Rules of Racing in Australia, prize-money is distributed to the Shareholders after remunerations are distributed to the trainer, jockey, welfare program and jockey insurance, and the withholding of any funds required to cover major race acceptances for which the Horse is eligible or nominated. The percentages are automatically determined by each state and may vary from State to State. If the prize money exceeds $15,000, Blueblood Thoroughbreds will be entitled to 5% of gross prize money. Gross prize money includes the prize money, breeders’ bonus and incentive scheme payments.

Should a Shareholder be in arrears of ongoing expenses, the Company will set-off the amounts owed to it by the Shareholder against all prize-money owed to the Shareholder.

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Prize money earned under $1,000 will not be distributed and will instead be credited to each Shareholders account in respect of ongoing expenses.

6.4.1 Distribution from sale of Horse In the event that the Horse is sold, the Company will be wound up and distributions to Shareholders will be made in accordance with the Corporations Act.

6.4.2 Trophies and prize distribution In an event the Horse wins a trophy, the Manager will receive the original trophy in accordance with the Rules of Racing (AR.57.(2)(c)) and will be entitled to retain it. If any Shareholder wishes to acquire a replica of the trophy, the Manager will endeavor to procure the same at a reasonable price and provide to such Shareholder the details of the supplier of the trophy. The Shareholder is responsible for paying for the replica trophy which they requested

If there is an item that is not listed in the racebook with a dollar value, such as a saddle cloth or rug, such items will be auctioned off and the proceeds of the auction will be distributed to one or more industry related charity organisations at Blueblood Thoroughbreds’ discretion. A receipt acknowledging payment to the organisation will be supplied to the Shareholders to validate payment.

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7. GLOSSARY

ASIC means the Australian Securities and Investments Commission.

BPODXSG or Company means Blueblood Pride Of Dubai x Sorority Girl Ltd (ABN 58 630 978 335)

Blueblood Thoroughbreds or Manager means Blueblood Thoroughbreds (Australia) Pty Ltd (ABN 83 612 833 173).

Board means the board of directors of the Company.

Director means a director of the Company.

Prospectus means this document, being a prospectus for the purpose of Chapter 6D of the Corporations Act and any supplementary or replacement prospectus.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

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8. EXECUTION OF PROSPECTUS

This Prospectus has been duly executed by or on behalf of each of the Directors whose name appears below on the date of this Prospectus. The Directors accept no responsibility for the information contained within this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is accurate and does not omit anything likely to affect the import of such information. Each Director of the Company consents to the lodgement of this Prospectus with ASIC.

…………………………………………………… Carol Walsh Director and Secretary

…………………………………………………… Christopher Walsh Director and Secretary

…………………………………………………… Leticia Walsh Director and Secretary

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9. HOW TO APPLY FOR SHARES

Applications to acquire 1 Share in the Prospectus will only be accepted on the application form attached to this Prospectus. The application form must be fully completed.

Application forms must be accompanied by payment in Australian dollars for an amount equal to the application monies. Payment can be made via cheque, direct deposit or credit card. Cheques must be made payable to “Blueblood Thoroughbreds” and crossed “Not Negotiable”.

Alternatively, you may make payment of application monies via direct transfer to the following account:

ANZ BANK Blueblood Thoroughbreds BSB: 012 463 Account Number: 313237981

Reference: please ensure that you reference the payment in the same name as your share application form.

Applications must be for a minimum of 1 Share offered under this Prospectus. Applications may be made for additional Shares in the Prospectus in multiples of one.

The completed Application Form, together with application monies or remittance advice, must be returned to the Director by email to [email protected], fax to 02 9672 6412 or delivery to the following address:

Carol Walsh Blueblood Pride Of Dubai x Sorority Girl Ltd PO Box 6992 Baulkham Hills BC NSW 2153

Applicants should read this Prospectus in its entirety, before deciding to complete and lodge an Application Form.

An application constitutes an offer by the applicant to acquire 1 Share in the Company on the terms and subject to the conditions set out in this Prospectus. The Director reserves the right to reject any application, including but not limited to applications that have been incorrectly completed, or are accompanied by cheques that are dishonoured or have not cleared.

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10. APPLICATION FORM

Blueblood Pride Of Dubai x Sorority Girl Ltd

Complete in block letters and return the application form. You are advised to keep a copy for your records.

Surname: Dr/Mr/Ms/Mrs/Miss ...... (One name ONLY to be entered)

Given Names......

Address ......

Suburb ...... State……………………………..Postcode ......

Birth Date: ………….…...... Occupation ......

Telephone Business ………...... Home ......

Mobile …………………...... Fax ......

Email ......

These Shares will/will not be held in a Syndicate name.

Syndicate Name: ...... (if applicable)

Horse Name Suggestion: ......

I hereby agree to become a Shareholder in the Company on the basis that I will have …………….……..… Share (s).

Account details of where dividends are to be deposited:

Account Name: …………………………………………………………………..

BSB: …………………………………………………………………..

Account Number: …………………………………………………………………..

Payment Method: Cheque Direct Deposit Credit Card (please fill out details below)

Credit Card Details Visa MasterCard Amex Diners

Card Number Expiry

CVV Number: Signature: ……………………………………………………………………

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Declaration By signing this application form, I agree and declare that: 1. I have read, understood and agree to be bound by the Prospectus. 2. I am not under any disqualification or other disability under the Rules of Racing. 3. I am over the age of eighteen years. 4. I am not an undischarged bankrupt. 5. I acknowledge that I have had the opportunity to obtain independent legal and financial advice relative to my acquisition of shares in the Prospectus.

…………………………………………………………. Name of Shareholder

…………………………………………………………. Signature of Shareholder

…………………………………………………………. Date

Page 25 of 25 Dr Chris Lawler BVSc Veterinarian in Equine Practice “Braeside” 23 Bridges Road GERRINGONG NSW 2534 Fax: 02 4234 0838 Phone: 0419 341313 9th January, 2018

VETERINARY CERTIFICATE

Horse: Pride of Dubai x Sorority Girl ‘17

Signalment: Bay yearling filly

Brands: Left shoulder = \E/ Right shoulder = 88 over 7

Microchip: 985100012147132

Examined at: Coolmore Stud, Barn A, Magic Millions Qld Complex, Bundall

At the request of Ms Carol Walsh, as agent for Blueblood Thorougbreds, a veterinary examination of the above horse was undertaken at the Magic Millions Complex, Bundall, Queensland on the 9th January, 2019. The purpose of the examination was to provide a Veterinary Certificate for inclusion in the Product Disclosure Statement (PDS) for syndication by Blueblood Thoroughbreds

Clinical Examination

The clinical examination included heart, ophthalmic eye examination, teeth examination, limb flexion and joint palpation which were normal. The examination also included a review of the radiographs for the above horse provided in the repository. The horse was examined at rest and at the walk. There was no evidence of previous abdominal surgery, infection or disease, lameness, laminitis or ataxia.

In my opinion, at this time, the Pride of Dubai x Sorority Girl ’17 presented as suitable for purchase as a racehorse as can be determined from the examination performed as described. Pride of Dubai x Sorority Girl ’17 is suitable for public syndication and mortality insurance.

I confirm that I do not have any current or intended future financial or other interest in the above mentioned horse, the proposed syndication or Blueblood Thoroughbreds and this letter may be relied upon by prospective investors who invest in the horse.

This certificate has been prepared for inclusion in the disclosure statement issued by the Syndicate and at the time of examination can be relied upon as a true document. The issuing veterinarian has no financial or other interest in the Syndicate or monies raised by the Syndicate. The examination was performed using EVA guidelines. BAY FILLY Foaled 20th August 2017) Machiavellian...... Mr. Prospector...... Street Cry ...... (SIRE) Helen Street...... Troy ...... PRIDE OF DUBAI ...... ...... ...... Al Anood...... Eljazzi...... Artaius...... Nureyev ...... ...... (DAM) Stravinsky...... Fire the Groom...... Blushing Groom...... SORORITY GIRL (NZ)...... Bluebird...... Storm Bird ...... 2004 Sorority...... Sisterhood...... Godswalk...... PRIDE OF DUBAI (AUS) (Bay 2012-Stud Aust. 2016, Ire. 2017). 2 wins at 2, A$1,336,100, MRC Blue Diamond S., Gr.1, ATC Sires' Produce S., Gr.1, 2d MRC Blue Diamond Prelude (c&g), Gr.3. Half-brother to SW Enaad (Greyville Gold Cup, Gr.2) and SW Al Aneed (MRC D'Urban Gothic S., L). Out of a half-sister to SW Rafha (Chantilly Prix de Diane, Gr.1). Closely related to SW Invincible Spirit, SW Chinese White, SW Nayarra, etc. His oldest progeny are yearlings.

1st Dam SORORITY GIRL (NZ), by Stravinsky (USA). 2 wins at 1100m, 1400m. This is her fourth living foal. Dam of three foals to race, two winners, inc:- Genetics (g. by Fastnet Rock). 2 wins at 1400m, 1600m to 2018-19. Six Sigma (g. by Pierro). Winner at 1200m in 2018-19. 2nd Dam SORORITY, by Bluebird (USA). 2 wins-1 at 2-at 1000m, 1100m, VATC TR Trevaskis P., SAJC Tattersalls Committee 2YO H., 2d VATC Heath H., Mistress Anne H., 3d VATC Sweet Nell H., MVRC Bone Marrow Donor H. Dam of 10 foals, 8 to race, 6 winners, inc:- HAPPY GIGGLE (Rory's Jester). 4 wins at 2, A$274,250, VRC Maribyrnong P., Gr.2, VATC Blue Diamond Prelude (c&g), Gr.3, VRC Maribyrnong Trial S., L, VATC Merson Cooper S., L. Sire. Happy Spring (Rory's Jester). 2 wins at 2, BTC Doomben Horseshoe 2YO H., The Coffee Club 2YO H., 2d BTC Tommy Smith Slipper S., L, 3d MVRC New Asia-Singapore Cup, 4th VRC Maribyrnong Trial S., L. Producer. Byword. 5 wins to 1500m, A$80,175, STC Cathay Pacific H., 2d STC MJ Seymour & Co Trophy H. Result. 3 wins from 2000m to 2400m. Sorority Girl. 2 wins. See above. Universal Soldier. 2 wins at 1600m. 3rd Dam SISTERHOOD, by Godswalk (USA). Winner at 1350m, 3d SAJC RDA Groups H. Dam of 9 foals, 8 to race, 7 winners, inc:- LIVELIHOOD (Rory's Jester). Winner at 2, SAJC Dequetteville S., L, 2d SAJC Toltrice 2YO H., 3d VATC Ripponlea 2YO H. Dam of- LIVING SPIRIT (Hennessy (USA)). 3 wins at 2, A$155,570, VRC Thoroughbred Breeders S., Gr.3, MRC January 2YO P., 2d MRC Sovereign Red H., 3d MRC Twilight Glow S., L, VRC Werribee Summer 2YO H., 4th WATC Karrakatta P., Gr.2, MVRC Silver Jubilee S., L. Dam of- SEASIDE (Redoute's Choice). 4 wins-1 at 2-to 1400m, A$300,710, Scone RC Dark Jewel Classic, Gr.3, ATC Hyland Race Colours H., Bowermans Office Furniture 2YO H., MVRC LF Sign Group H., 2d ATC Woolworths 2YO H., 4th VRC Frances Tressady S., Gr.3. ONLY SHE CAN (Marju (Ire)). 3 wins from 1000m to 1800m, R161,690, Fairview Lady's Bracelet H., L. Endesa. Winner at 2, WATC Secret Remedy 2YO H. Dam of- CHANTSKI (War Chant (USA)). 4 wins at 2, A$309,800, WATC Gimcrack S., Gr.3, Westspeed 2YO P.-3 times, 2d WATC Supremacy S., L, Westspeed 3YO P. Silver Seal. 4 wins to 1500m in Aust. and Macau, SAJC Strongbow H. Sorority. 2 wins. See above. Asia Star. 2 wins at 1000m, 1650m, HKJC Tsui Ping H., Jialing Jiang H., 2d HKJC Suffolk H., 3d HKJC Mumbai H. Becco-Purple Diamond (Mal.). 4 wins from 1350m to 1700m in Aust., Malaysia and Singapore, Singapore TC Class 3 H., 3d SAJC Brighton H., Singapore TC Class 3 H. Silverstein. 8 wins-1 at 2-to 1400m. Rumford. Winner at 2000m. Mainland. Placed, 2d BTC Parrella Tiles H. 4th Dam RIVER DANE (FR), by Tyrant. 4 wins-2 at 2-from 900m to 1600m, Chantilly Prix de Sandringham, Gr.3, Newmarket Child S., Gr.3, Saint-Cloud Prix Tanerko, Maisons-Laffitte Prix Banstar, 2d Maisons-Laffitte Prix Robert Papin, Gr.1, Longchamp Prix du Rond-Point, Gr.3, Maisons-Laffitte Prix Imprudence, L, 4th Deauville Prix Morny, Gr.1, Longchamp Prix de la Foret, Gr.1, Prix du Moulin de Longchamp, Gr.1, Prix de Malleret, Gr.3. Dam of 9 foals, 5 to race, all winners, inc:- IDOL WORSHIP (Godswalk (USA)). 3 wins at 2, SAJC Oaklands P., L, Sometime H., Sovereign Red H., 3d SAJC Morphettville P.H., L. Dam of- CULT FIGURE (Ahonoora (GB)). 2 wins at 1600m, 1800m, SAJC Morphettville Guineas, L, Grove H. Dam of- CARGO CULT (Spectrum (Ire)). 6 wins-1 at 2-to 1400m, A$555,650, MRC John Dillon S., L, 2d MRC Futurity S., Gr.1. She's God's Gift. 3 wins-1 at 2-at 1200m, WATC Poplar H., Wyllie Group 2YO H. Dam of- IMMORTALITY (Lion Hunter). 8 wins to 1200m, A$285,675, VRC Bob Hoysted H., L, 2d VRC Kensington S., L. Lamiraqui. Winner at 1100m. Dam of- PRESSING (Sebring). 2 wins at 2, A$156,100, MRC Redoute's Choice S., L, 3d VRC Sofitel H., L. Evangelical. Placed, 3d VATC Kenneth McLean H. Dam of- GEEGEES CLASSICBOY (Wordsmith). 4 wins from 1350m to 2200m, A$109,550, Tasmanian Derby, L, TRC Cambridge Moto P. Ladidi. Unraced. Dam of- CHOICE BRO (Choisir). Joint Head of the 2011-12 NZ 2YO Free H. 8 wins-3 at 2-from 800m to 1600m, NZ$324,975, A$304,850, to 2017-18, Manawatu Sires' Produce S., Gr.1, Taranaki 2YO Classic, Gr.3, ARC Karaka Mile, RL, Toowoomba TC Weetwood H., L, Tattersall's Racing Club H., Marton JC Rural Fuel H., 2d BRC Strawberry Road H., L, 3d ATC Bill Ritchie H., Gr.3, BRC Hampden S., L, Spear Chief H., L, Toowoomba TC Weetwood H., L, 4th ARC Avondale Guineas, Gr.2. Rossignol. 2 wins-1 at 2-at 1000m, 1300m, VATC Elsternwick H. Dam of- SCHUBERT (Salieri (USA)). 6 wins-1 at 2-from 1000m to 1600m, A$417,750, HK$4,596,662, MVRC Bill Stutt S., Gr.2, VRC Talindert H., L, VATC Vain S., L, HKJC Chinese Club Challenge Cup, L, 2d VATC Caulfield Guineas, Gr.1, SAJC Dermody S., Gr.3, 3d VRC Ascot Vale S., Gr.2, MVRC Alister Clark S., Gr.2. Alpine Spirit. Unraced. Dam of- PINEZERO (Danzero). 4 wins-1 at 2-to 1200m, A$299,950, MVRC Silver Jubilee S., L, 2d MVRC Woodstock Classic Oaks, Gr.2. Abonnement. Unraced. Dam of- RECAST (Thunder Gulch (USA)). Champion 3YO in Singapore/Malaysia in 2004. Champion Older Male Miler in Singapore in 2008. 11 wins-2 at 2-from 1200m to 2200m, A$30,550, S$2,353,415, 12,144Dhs in Aust. and Singapore, Singapore Guineas, L, 2d Singapore Airlines International Cup, Gr.1. Sire. GONSKI (Danehill (USA)). 2 wins-1 at 2-at 1100m, 1400m, A$185,630, VRC Poseidon S., L, 2d STC Heritage S., L. Sire. Trick Ski. Unraced. Dam of- DOWNHILL RACER (Danehill Dancer (Ire)). 2 wins at 2, A$142,540, STC Magic Night S., Gr.2, MRC Andelosia 2YO P., 2d VRC Seppelt Wines Sprint H., L. Drama Critic. 13 wins to 1400m. Sisterhood. Winner. See above. Prince de Ligne - Beyond the Best (Mal.). Winner at 1400m in Malaysia. Brazen Goddess. Unraced. Dam of- My Duchess. Winner at 2, SAJC Foxhound 2YO H. Dam of- Lady Aspen. 4 wins at 1200m, 1250m, SAJC Irish Day August 22nd H., 3d SAJC Consolidated Plant & Quarries H. Dam of- LORD ASPEN (Good Journey (USA)). 9 wins-1 at 2-to 1400m, A$491,050, to 2017-18, VRC Hilton Hotels & Resorts S., L, 2d SAJC Spring S., Gr.3. 5th Dam AUDREY JOAN, by Doutelle. 3 wins-2 at 2-at 5f, 6f, Doncaster Portland H., L, Ripon Champion 2YO Trophy, L. Dam of 7 named foals, all raced, 6 winners, inc:- PURE OF HEART (Godswalk (USA)). 5 wins to 1400m, A$146,195, STC George Ryder S., Gr.1, VATC Autumn S., Gr.3, VRC Sunshine H., VATC Holiday S., 2d VATC Marlboro Cup, Gr.1, STC Rosemount Wines Classic, Gr.2, 3d VRC Newmarket H., Gr.1, SAJC Spring S., Gr.2, 4th VRC Lightning S., Gr.2. Dam of- Lion Hunter (Danehill (USA)). 3 wins at 1200m, A$114,800, BTC Bakeries Flying H., 2d AJC Galaxy H., Gr.1. Sire. Convent. Unraced. Dam of- SIMPLY BELIEVE (Kenmare (Fr)). 3 wins-2 at 2-at 1200m, 1600m, A$102,250, SAJC West End Export SA S., Gr.3, MVRC Great Western S., L, 2d VATC Bletchingly S., Gr.3, 3d VATC Tranquil Star S., L. Dam of- FAITH HILL (Danehill (USA)). 6 wins from 1200m to 1600m, A$323,975, AJC Emancipation S., Gr.2, Reginald Allen H., L, Leilani H., Ozinvest H., Sadlier H., 2d Scone RC Dark Jewel Classic, L, 3d STC Queen of the Turf S., Gr.2, MRC Tristarc S., Gr.3. Dam of- BLACK MINX (Lonhro). 5 wins at 2, A$293,140, QTC CE McDougall S., L, Sir Douglas Wadley S., L. Dam of- SO SI BON (So You Think (NZ)). 2 wins at 1200m, 1700m, A$471,400, to 2018-19, MRC Lord S., L, 3d ATC Rosehill Guineas, Gr.1. FIELD HAND (Crofter). 4 wins at 7½f, 1m, Sandown Mile S., Gr.2, Ascot Hope Diamond S., Haydock John Smith's Brewery H., 2d Newmarket Earl of Sefton S., Gr.3. RIVER DANE (Tyrant). 4 wins. See above. PREGO (Be My Guest). 4 wins at 7f, 1m, Newbury Hungerford S., Gr.3, Esal Credit H., 2d Goodwood Waterford Crystal Mile, Gr.2, Newmarket Challenge S., Gr.3, Van Geest S., L. Sire. Danhagen (Mount Hagen). 8 wins at 1600m, 1800m in GB and France, Longchamp Prix de Boulogne, 2d Longchamp Prix de Bois-Roussel, L, 3d Maisons-Laffitte Handicap de la Tamise, L. Son of Joan (Tennyson). 2 wins at 2000m, 2400m, Saint-Cloud Prix de la Coquene, Evry Prix de l'Ourcq et de Chateau-Thierry, 3d Saint-Cloud Prix de Mandinet, L. 6th Dam ZOOM, by Zucchero. 2 wins at 1m in GB. Dam of 10 named foals, 9 to race, 7 winners, inc:- CLOONAGH (High Hat). 3 wins-1 at 2-at 6f, 1¼m, Irish One Thousand Guineas, Gr.1, Newmarket Pretty Polly S., L. Producer. AUDREY JOAN (Doutelle). 3 wins. See above. Rain in the Face. 19 wins at 7f, 1m in GB and Canada. Persian Rocket. 7 wins from 1200m to 1900m in France. Royal Scene. 6 wins-3 at 2-at 7f, 1¼m in GB. Lightning Strikes. Winner at 2 in GB. Dam of- Harrier. Unraced. Dam of- BERGAMO (Common Land). Winner, Calcutta Sprinters' Cup, L. Marrika. Winner at 1½m in GB. Monivea. Placed in GB. Dam of- Make'n Room. Unraced. Dam of- MAKE'N IT HAPPEN (Manastash Ridge). 9 wins at 1000m in U.S.A. and Barbados, Woodbine Sky Classic H., L, 2d Woodbine Jockey Club Cup, L. HQ Insurance Pty Ltd ABN 46 091 731 225 AFSL No. 235666 Level 10, 1 Elizabeth Plaza North Sydney NSW 2060 P.O. Box 1329 North Sydney NSW 2059 Tel (02) 8913 1640 Fax (02) 8569 2065

Certificate of Insurance

BlueBlood Thoroughbreds (Aust) Pty Ltd PO Box 6992 Date: 10.01.2019 BAULKHAM HILLS NSW 2153 Invoice No: I1045246

We confirm insurance has been arranged in accordance with the details shown below and subject to the premium having been paid.

Class RUR - Bloodstock - SHQI Policy No. SRUK0000572/2019

Placed With Swiss Re International SE, UK Branch Per Galileo Underwriting Agency LLP 30 St Mary Axe LONDON EC3A 8EP

Period 09.01.2019 to 31.01.2020

Summary of Cover BLOODSTOCK INSURANCE ------

ASSURED: Blueblood Thoroughbreds Australia Pty Ltd and others for their respective rights and interests.

TYPE OF COVER: All Risks of Mortality

1 Description: Unnamed Year of Birth: 2016 Sex: Filly Use: Rearing/Training Sum Insured: $ 139,800 Interest: 100 % State: NSW

TOTAL LIMIT OF UNDERWRITERS LIABILITY: $ 139,800

SITUATION: Whilst anywhere in Australia/New Zealand including transit within and between said countries.

STANDARD CLAUSES INCLUDED IN YOUR POLICY: ------Full Mortality as per Australian Wording LMA 3069 Agreed Value Clause Surgical Operations Clause LMA5107 Terrorism Exclusion Endorsement NMA2920 Part Ownership Clause as agreed and held on file Wobbler Clause NMA2878

Reference: HQI HQI B0424 0327496/000 Page No. 1 HawkesRacing ABN 81 378 920 975 PO BOX 9005 HARRIS PARK, NSW, 2150 E: [email protected] E: [email protected] E: [email protected] John Hawkes 0418 168 710 Wayne Hawkes 0418 998 198 Michael Hawkes 0419 578 888

10th January, 2019

Mrs Carol Walsh Blueblood Thoroughbreds (AUST) Pty Ltd PO Box 6992 Baulkham Hills BC NSW 2153

Dear Mrs Walsh

Re: Training the 2017 PRIDE OF DUBAI X SORORITY GIRL FILLY

I, John Hawkes, hereby agree to train 2017 PRIDE OF DUBAI X SORORITY GIRL FILLY from my Rosehill Stables in accordance with my standard terms of trade and for the syndicate being formed by BlueBlood Thoroughbreds.

The Sire, PRIDE OF DUBAI is a champion 2YO colt and won the sire making race, GRP 1 BLUE DIAMOND and GRP 1 SIRES PRODUCE STAKES. He earned $1.33M in prize money and stands at one of the world’s most famous and successful studs COOLMORE. He commands a stallion fee of $44,000.

This filly’s dam, Sorority Girl (By Champion broodmare Sire Stravinsky) won 2 races up to 1100m. She is also a half-sister to stakes horses HAPPY GIGGLE and Happy Spring. This filly is also closely related to 4 INDIVIDUAL Group 1 winners including CHOICE BRO (GR1 2YO WINNER) and PURE OF HEART (GRP 1 STC GEORGE RYDER S.).

In my opinion, you have bought extremely well with this stunning filly. I rate her highly and recommend her to any prospective buyers considering becoming an owner.

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

Regards

John Hawkes Trainer Blueblood Thoroughbreds (Australia) P/L PO Box 6992 Baulkham Hills BC NSW 2153 Tax Invoice

A.B.N. 83 612 833 173 Invoice No.: A5292 A.C.N. Date: 18/01/2019 Ship Via:

Bill To: Ship To: Blueblood Pride Of Dubai x Sorority Girl Ltd Blueblood Pride Of Dubai x Sorority Girl Ltd

DESCRIPTION AMOUNT CODE Purchase of Horse $85,000.00 GST Spelling Fees 48 Days $1,440.00 GST Accounting and Auditing Costs $2,727.27 GST Company Establishment (including ASiC and setup costs) $1,593.64 GST Prospectus Production, Legal reveiw and sign off and ASIC lodgement costs $3,605.45 GST Print and Postage (over one years) $1,363.64 GST Veterinary & Scoping Costs $2,328.18 GST Mortality Insurance (1 year $139,800) $4,950.91 GST Travel & Accommodation to Gold Coast x 3 staff (pro-rata 6 horses) $727.27 GST Advertising and Caital raising costs $10,000.00 GST Directors professional advice, licence, process and document formation fees $4,545.46 GST BBT Compliance management fees over one year $1,800.00 GST Race Nominations (Geolden Slipper & Golden Rose, Blue Diamond, Magic Millions Race $5,150.00 GST Series Registration & Lodging Syndicate Fee $495.45 GST Photographs/Footage - Pedigree Software Fee (Werks) Video footage, etc $1,363.63 GST

Your Order No: A5292 Customer ABN: Freight: $0.00 GST Shipping Date: Terms: C.O.D. GST: $12,709.10 Comment: Code Rate GST Sale Amount Total Inc GST: $139,800.00 GST 10% $12,709.10 $127,090.90 Amount Applied: $0.00

Balance Due: $139,800.00

Bank Details Name: Blueblood Thoroughbreds BSB: 012463 ACC: 460828386

Printed from MYOB www.myob.com.au Page 1 of 1 Blueblood Pride Of Dubai x Sorority Girl Ltd ABN: 58 630 978 335 Balance Sheet As At 17 Jan 2019 Assets 2019 2018 Current Assets Cash - Accounts receivable Inventory 139,800 - Shareholder Receivables 139,760 Petty Cash 40 Total current assets 279,600 - Fixed (Long-Term) Assets Long-term investments Property, plant, and equipment (Less accumulated depreciation) Intangible assets Total fixed assets - - Other Assets Deferred income tax Other Total Other Assets - -

Total Assets 279,600 -

[42] Liabilities and Owner's Equity Current Liabilities Accounts payable 139,800 Short-term loans Income taxes payable - Accrued salaries and wages Unearned revenue Current portion of long-term debt Total current liabilities 139,800 - Long-Term Liabilities Long-term debt Deferred income tax Other Total long-term liabilities - - Owner's Equity Paid Capital 40 Unpaid Capital 139,760 Retained earnings - Other Total owner's equity 139,800 -

Total Liabilities and Owner's Equity 279,600 -

{42} Prospect f t Accdunlsnfs

C ho riered Accounto ni Reg istered Compo ny Aud itor 1

AUDITOR'S REPORT ON THE FINANCIAL STATEMENT OF BLUEBLOOD PRIDE OF DUBAIx SORORITY GIRL LTD FOR THE PERIOD ENDED 17 JANUARY 2019

SCOPE

I have reviewed the financial statement attached to the prospectus prepared by Blueblood Pride of Dubai x Sorority Girl Ltd for the period ended 17 January 2019. I have conducted an independent audit review of the supporting records in order to state whether, in all material respects, the financial statement reflects the financial position of the company for the period ended 17 January 2019.

OPINION

ln my opinion, the financial information, for the purpose of this report and on the basis of supporting documents provided, gives a true and fair view of the position of the Company for the period ended 17 January 2019.

BASIS OF OPINION

I conducted my work in accordance with Australian auditing standards and guidelines. The work I performed in making this report consisted of checking the evidence supporting the information in the financial statement.

I planned and performed my work so as to obtain the information and explanations necessary to provide me with reasonable assurance that the financial statement had been properly prepared and is consistent with the accounting policies of the Company.

DIRECTORS RESPONSIBILITY

The Directors of the Company are responsible for the preparation and fair presentation of the information contained in the financial statement aftached to the prospectus. This includes maintaining an appropriate system of internal control.

EMPHASIS OF MATTER

I have not physically inspected the stock on hand (Pride of Dubaix Sorority Girl).

INDEPENDENCE

In conducting my review, I have complied with the independence requirements of the Corporations Act 2001.

J./1 l-_ U Timothy Paul Meehan Date: 9t tl- -l a.,.'X CA / Registered Company Auditor '1 Prospect Accountants

PO Box 354, Bolwyn North, V|C,3104 Suite 5, Level l, 74 Doncoster Rood, Bolwyn North, VlC, 3104 Telephone: 03 9859 8873 Fox: 03 9859 8837 Emoil : [email protected]