Racing Club No 3 Ltd Prospectus 12th March 2020

RACING CLUB NO 3 LTD

A.C.N. 633 140 459 AFS Rep. No. 001275902

PROSPECTUS 12th March 2020

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

Administration Office: P.O. Box 6992 Norwest NSW 2153

Phone: 1800 687 066 Fax: (02) 9672 6412 Website: www.racingclub.net.au Email: [email protected] ______This Prospectus is dated 12th March 2020. No securities will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

THE THRILL OF RACING

TRACK WORK IN PRE-TRAINING

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Racing Club No 3 Ltd Prospectus 12th March 2020

Table of Contents IMPORTANT INFORMATION ...... 3 1. INVESTMENT SUMMARY ...... 5 1.1 The Offer ...... 5 1.2 Key terms and conditions of Offer ...... 5 2. BUSINESS OVERVIEW ...... 6 2.1 Nature of the business ...... 6 2.2 Business Assets ...... 9 2.3 The Manager ...... 16 2.4 Significant dependencies ...... 17 2.5 Strategy and plans ...... 21 2.6 Finance arrangements ...... 21 2.7 Valuation ...... 21 2.8 Conflict of interest ...... 21 3. RISK FACTORS ...... 22 3.1 Business risk factors ...... 22 3.2 Investment risk factors...... 23 4. FINANCIAL INFORMATION ...... 24 4.1 Financial Affairs ...... 24 5. BOARD AND MANAGEMENT ...... 25 5.1 Board of Directors ...... 25 5.2 Interests of Directors ...... 26 5.3 Corporate Directory ...... 26 6. DETAILS OF THE OFFER ...... 26 6.1 Structure of the offer ...... 26 6.2 Proposed use of proceeds ...... 28 6.3 Terms and conditions of the offer...... 29 6.4 Benefits ...... 30 6.5 Dividend Policy / Prize Money and Sales Proceeds Distribution ...... 30 7. GLOSSARY ...... 31 8. EXECUTION OF PROSPECTUS ...... 32 9. HOW TO APPLY FOR SHARES...... 33 ANNEXURES……………………………………………………………………………………………………………………………….….36

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IMPORTANT INFORMATION completing and lodging the application form that accompanies this Prospectus. Offer The Offer contained in this Prospectus is an invitation Forward-looking statements by Racing Club No 3 Ltd (“RCN3” or “Company”) to This Prospectus contains forward-looking statements. acquire fully paid A Class shares (“Shares”) in the Forward-looking statements can be identified by the Company. use of forward-looking terminology such as ‘may’, ‘will’, ‘expect’, ‘anticipate’, ‘estimate’, ‘would be’, Prospectus ‘believe’, ‘continue’ or the negative or other variations th This Prospectus is dated 12 March 2020 and a copy of comparable terminology. These statements are was lodged with the Australian Securities and based on the Directors’ assessment of present Investments Commission (“ASIC”) on that date. economic and operating conditions, and on a number of assumptions regarding future events and actions Expiry date that, at the date of this Prospectus, are expected to No shares will be issued on the basis of this Prospectus take place. Forward-looking statements are not later than 13 months after the date of this Prospectus. guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and Exposure period other important factors, many of which are beyond The Corporations Act 2001 (Cth) (“Corporations Act”) the control of the Company. Such statements are prohibits the Company from processing applications subject to risk and uncertainties that could cause for shares in the 7 day period after the date of actual results to differ materially from those projected. lodgement of this prospectus with ASIC. This period Such statements (none of which is intended as a may be extended by ASIC for a further 7 days. This guarantee of performance) are subject to certain period is an exposure period to enable this Prospectus assumptions, risks and uncertainties, which could to be examined by market participants prior to the cause the actual future results, achievements or raising of funds. Applications received during the transaction to differ materially from those projected exposure period will not be processed until after the or anticipated. The Directors’ expectations, beliefs and expiry of the period. No preference will be given to projections are expressed in good faith and are applications received during that period. believed to have a reasonable basis. No assurance is or can be given that the results, performance or No performance guarantee achievements expressed or implied by the forward- Purchasing shares in the Company should be regarded looking statements contained in this Prospectus will as speculative and shareholders should regard their actually occur. Accordingly, you should not place shares as an entry in to racing Horses for undue reliance on these forward-looking statements. entertainment value rather than returns before accepting this Offer. Prospective shareholders should No cooling-off rights seek independent professional investment advice Cooling-off rights do not apply to an investment in before accepting this Offer. Please consult your legal, Shares issued under this Prospectus. This means that, financial or other professional adviser before making a in most circumstances, you cannot withdraw your decision to invest in shares. Horses racing is a application once it has been accepted. speculative venture and no person involved in producing this Prospectus (including the Company and Photographs its directors and advisers) guarantees the performance Photographs used in this Prospectus which do not of the Shares or any capital or income. have descriptions are for illustration purposes only and should not be interpreted to mean that any person Offer availability shown endorses the Prospectus or its contents. The Offer constituted by this Prospectus is only available to persons receiving this Prospectus within Replacement Prospectus Australia and does not constitute an offer in any This Prospectus is a replacement prospectus and jurisdiction which, or to any person whom, it will be makes changes to the original prospectus dated 23 unlawful to make such an offer. An application for November 2018. The material changes made to the shares, pursuant to this offer, can only be made by original prospectus were:

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Racing Club No 3 Ltd Prospectus 12th March 2020

• Including information about the • Including further disclosures about the underwriting arrangements for this Offer and benefit to the Manager and its sole the identity of the Underwriter, including director/shareholder; correcting the minimum subscription • Including additional disclosures around using required for the Offer to proceed; the instalment payment option; • Providing additional explanation in relation • Attaching the management agreement as an to the dividend policy; annexure; and • Identifying the percentage breakdown of the • Reorganising and consolidating some proposed use of funds; information to make it easier to find and read • Replacing an incorrect balance sheet with the e.g. the Manager's fees. correct audited balance sheet;

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1. INVESTMENT SUMMARY 1.1 The Offer

Topic Information Reference What is the Company? Racing Club No 3 Ltd (‘RCN3’) is a Horses racing company For more information and has purchased six thoroughbred racehorses and 10% see section 2.1 of a further six thoroughbred racehorses with the intention of racing them. RCN3 is offering Shareholders the opportunity to receive any benefit of race winnings and potential future breeding revenue and proceeds (after paying expenses). Why is the Offer being The Offer is being conducted to: For more information conducted? • Fund the engagement of the proposed trainers; see section 6.2 • Pay the costs incurred by Racing Club No 3 Ltd and the Directors in respect of the issue of this Prospectus; and • Repay the Company’s existing credit facility used to purchase the Horses. What are the key risks Risks associated with purchasing shares in the Company For more information associated with the include the risk of the Horses being injured and unable to see section 3 Company? race, heavy reliance on directors and other key persons, changes in legislation, the speculative nature of Horses racing and liquidity risk. Who will be in control of The Directors of the Company are Carol Walsh, For more information the Company? Christopher Walsh and Jeremy Azzopardi see section 5.1 Who will benefit from Racing Club Pty Ltd (‘RC’), the Manager, will benefit from For more information the Offer? this Offer as it will be responsible for managing the racing see sections 2.3.1, 5.2 career of the Horses for the Company and will receive a and 6.3.1 management fee for doing so. Carol Walsh, the sole director and shareholder of RC, may benefit from this offer in the form of dividends distributed to her by RC in her capacity as sole shareholder of RC.

1.2 Key terms and conditions of Offer

Topic Information What is the Offer period? The offer opens on 12th March 2020 and closes on 11th September 2022. What is the type of Shares being offered? Fully paid A Class Shares in the Company. How many Shares are being offered? 820 fully paid A Class Shares. Minimum subscription amount for each 1 fully paid A Class Share. Shareholder Minimum subscription amount for Offer to proceed 820 fully paid A Class Shares. What is the consideration for each Share being The price of each Share under offer is $1,995 offered? Amount to be raised under the Offer $1,635,900 Are the Shares listed? The Shares are not listed on any stock exchange. Is the offer underwritten? The Offer is underwritten.

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Racing Club No 3 Ltd Prospectus 12th March 2020

2. BUSINESS OVERVIEW 2.1 Nature of the business RCN3 is a Horses racing company and has purchased twelve thoroughbred racehorses (the “Horses”) 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 Horses to be raced at tracks throughout Australian under the Company’s name. The Horses are 100% owned by the Company.

It is intended that the Company will operate for the career of the Horses, with a minimum operating period of 2.5 years and an expected start date of 12th March 2020, to be extended at the discretion of the Directors.

The Company intends to generate returns for the Shareholders by effectively managing the Horses racing career. This involves engaging and maintaining quality licensed trainers, ensuring the Horses remains healthy, and entering the Horses into appropriate races. The Manager is responsible for managing the Horses racing career. Any prize-money won by the Horses will be used in the first instance to pay trainer and jockey expenses and expenses relating to the management of the Horses. 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 Horses 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 Horses at the offered price.

If in the opinion of the Directors, it is not in the interests of the Shareholders for the Horses to continue to race in a particular class to which the Horses are referrable, the Horses 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 Horses racing career, the Directors will consider whether the Horses 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 Horses or transition to a breeding programme. In the latter case, the Company may continue for the breeding life of the Horses. If there is no transition to a breeding programme, then the Horses will be sold. If the Horses is a valuable broodmare, it will either be sold through a public auction or to a bloodstock agent. Once the Horses 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 Horses 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 2017.

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Source: Racing Australia Fact Book 2016/17

The industry is highly regulated. Companies and syndicates operating Horses 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 Horses 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. Horses 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 Horses.

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2.1.3 Racing Colours The Horses will race in Racing Club Pty Ltd’s registered silks. The description of the silks is below:

Main Set of Colours Jacket – Blue with Southern Cross (front and back) Sleeves – Blue with Stars Cap – Blue with Star

2.2 Business Assets 2.2.1 Description of the Horses

SO YOU THINK X STRATANCE FILLY – 3YO (100%) Trainer: Mick Price & Michael Kent Jnr – Caulfield VIC

She is a very athletic type and has a bit of an attitude. The filly has all the attributes to be sharp and tough. Powerful hind-quarters and chest. A great mover and looks like an improving 3yo like So You Think. The grand Dam LOVE DANCE was a Group 1 and Group 2 winner. She is currently in pre-training at Doran Park in NSW. Closely related to Group 1 winners SILENT ACHIEVER and RACING TO WIN. She will be trained by Mick Price from his Caulfield stables in VIC.

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SHOOTING TO WIN X THE OTHER HARV COLT – 2YO (100%) Trainer: Grant and Alan Williams – Karnup WA

This is a tall rangy colt, good natured and looks like a staying type. This colt is such a lovely type, a very relaxed individual and is easy on the eye. Certainly, could make an outstanding racehorse. Strong and powerful, a great mover. The Dam, The Other Harv was placed in a Listed race in Western Australia where this colt will be racing. He is currently spelling at Cavallo Park where he is taking great benefit from the spell as a young 2YO colt. He isn’t too far away from heading into pre-training for his first preparation. Closely related to Group 3 winner CLASSIC BABE and Group 1 winner STRAWBERRY ROAD. He will be trained by Grant and Alana Williams from there Karnup stables in WA.

ALL TOO HARD X MIHIRI COLT – 2YO (100%) Trainer: Gai Waterhouse & Adrian Bott – Randwick NSW

Extremely athletic colt, very hard to fault. He has very good length, fluent running and a good looking colt. Typical of the sire and should get up and run early. A very precocious type with attitude. He is not too far away from heading back into pre-training at Doran Park in NSW. Closely related to Group 1 winner CERULEAN SKY and a strong pedigree of Group 1 performers going back. He will be trained by Gai Waterhouse and Adrian Bott from there Randwick stables in NSW.

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CHOISIR X AROHA CAT FILLY – 2YO (100%) Trainer: Ciaron Maher – Caulfield VIC

She has powerful gaskins and above all a great action. She is a good size, strong and an athletic Filly. Furthermore, she looks like a jump and run speed filly. She certainly has good length of body and stride. The Filly is currently spelling after her first training preparation with Ciaron Maher. She will resume pre-training in another 4 weeks. The Dam, AROHA CAT was a winner up to 1450m. She is dam of the 2 foals to race 2 winners, including HINCHPIN who ran 2nd in the Group 3 Sires Produce 2YO in Adelaide, which makes this filly a ¾ in blood and has great residual value.

FIGHTING SUN X RAKS MCLAREN GELDING – 2YO (100%) Trainer: Ryan Balfour – Morphettville SA

This gelding is a really neat package and looks the real deal. He boasts a lovely long stride, strong neck and a big deep girth. He is correct in every way, perfect temperament and a big hind-quarter. FIGHTING SUN was unbeaten in his career. He is currently in pre-training with Gordon Pratt at Doran Park in NSW for his first preparation. This gelding is closely related to Group 1 winner PROMPT RESPONSE and Group 2 winner KEEN ARRAY. He will be trained by Ryan Balfour from his Morphettville stables in SA.

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EUROZONE X SHOW ME LOVE COLT – 2YO (100%) Trainer: Tony Gollan – Eagle Farm QLD

This colt is well put together and has a great action. He has quality about him and is strong, powerful and has muscle in all the right places, a real looker. He is currently in pre-training with Gordon Pratt at Doran Park in NSW. This colt is closely related to 2YO Magic Millions winner MIMI LEBROCK. He will be trained by Tony Gollan from his Eagle Farm stables in Brisbane.

COOP’S STAR (10%) (4YO Mare by Star Witness out of Cooper’s Girl) Trainer: Nathan Doyle – Newcastle NSW

Robust tough type and has a great of attitude. The filly has all the attributes of being sharp, tough and exceptionally fast and agile. Powerful hind-quarters and a chest that will constitute phenomenal SPEED. A great mover and very light on her feet. She is a lightly raced 4YO mare with only 4 starts to her career.

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FINE RUBY (10%) 3YO Gelding by Rubick out of Fine Society Trainer: Gerald Ryan – Rosehill NSW (he trained Rubick)

This classy gelding is certainly bred in the purple by freshman sire, RUBICK out of Group One winner FINE SOCIETY. He is the half-brother to Group 2 performer DEFINE. He was really-well bought. This gelding is such a lovely type, a very relaxed individual and is easy on the eye. Certainly, an outstanding racehorse. Strong and powerful, a great mover. Gerald Ryan has an opinion of him and we can’t wait to see him in action.

SHARPAY RULER (10%) 3YO Gelding by Unencumbered out of Sharpay Magic Trainer: Nathan Doyle – Newcastle VIC

Extremely athletic and hard to fault. He has very good length, fluent running and good-looking. He has a big hindquarter. He boasts a strong neck and a big deep girth. Built for serious speed, very sharp looking and a precocious type with attitude. He is currently in work with Nathan Doyle at his Newcastle Stables in NSW having another preparation.

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MY DIAMOND GIRL (10%) 3YO Filly by Foxwedge out of Her Diamond Spirit Trainer: Toby Edmonds – Gold Coast QLD

She has powerful gaskins and above all a great action. Short cannon bones with lots of power in the hindquarters. Big deep girth also great shoulders. Furthermore, she has an unbelievable value and looks like a jump and run speed filly. She certainly has good length of body and stride. She is lightly raced with 2 starts and 1 win. To date she has done a fantastic job and Toby Edmonds is pleased with her.

ABOVE THE LIMIT (10%) 2YO Filly by Exosphere out of Tipsy Lane Filly Trainer: Ryan Balfour – Morphettville SA

A really neat package and looks the real deal. She boasts a lovely long stride. She is correct in every way, perfect temperament and big hindquarters. She boasts a strong neck and a big deep girth. She looks like she will get to the track early. A great mover and strong. She has all the right angles and is a very nice horse. Above The Limit is currently in work with Ryan Balfour and he is pleased with her work to date.

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CUBANA (10%) 2YO Filly by All American out of Caribbean Girl Trainer: Peter Moody – Pakenham VIC

Cubana is well put together and moves well. She is strong, powerful and has muscle in all the right places. A real looker, she is a big rangy filly, strong with a lot of scope. Seems like she will get to a mile possibly further as she gets older. She has presence, big deep girth, good angles, strong neck and forearms. This filly has such a lovely action and glides over the ground. Cubana is only weeks away from heading to Peter Moody’s stables to commence her first training preparation.

2.2.2 The Horses selection process The Company has purchased the Horses relying on the recommendation from Carol Walsh, Managing Director of Blueblood Thoroughbreds (Australia) Pty Ltd (“Blueblood Thoroughbreds”) and its bloodstock team. The selection process is one of the best in the industry which is already evident. NO MORE BIDS (pictured right) was the first runner for Racing Club No 1 Ltd, winning from only his second start and MY DIAMOND GIRL (pictured below) is the first winner for Racing Club No 2 Ltd.

A Valuation for the purchase of the Horses is attached to this Prospectus. Carol Walsh has operated Blueblood Thoroughbreds as a racehorse syndicator for the past 8 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.

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The Horses have had independent veterinarians, Dr Chris Lawler, Dr Graham Doherty & Dr Jennifer Lugton, perform a clinical inspection and scope. The veterinarians have provided veterinary certificates specifying that the Horses are suitable and fit for racing. The veterinarian certificates disclose that the veterinarians do 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 Horses Racing Club No 3 Ltd purchased the Horses through a private sale. The Horses have been subsequently sold to the Company on credit terms. (see section 2.6).

2.2.4 Current status of Horses The twelve Horses are either spelling at Cavallo Park Stud at Hawkesbury NSW, pre-training at Doran Park at Windsor NSW or in full work with their trainer.

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

2.2.6 Pedigree details

A pedigree page for all twelve horses are attached to this Prospectus.

2.2.7 Mortality insurance Of the twelve Horses, only 6 of them remain individually insured with HQ Insurance for mortality, theft and life- threatening surgery extension cover. The sum insured for the 6 Horses is equivalent to each horse’s valuation. A certificate of currency for each of the 6 Horses accompanies this Prospectus. Renewal of insurance is at the discretion of the Board.

2.3 The Manager The Manager of the Horses is Racing Club Pty Ltd. The Manager is responsible for all aspects of the management of the racing career of the Horses, 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 Horses. • Transfers of ownership.

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2.3.1 Manager’s Fees The Manager is paid a monthly management fee of $1,540 (incl. GST) per month.

In the event that a Horse is sold, the Manager is also entitled to a sale fee of 10% (plus GST) of the sale price under the terms of its agreement with the Company. 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 10% (plus GST) of the sale price under the terms of its agreement with the Company.

There is no management break fee payable in the event the Management Agreement is terminated. The Management Agreement is attached to this prospectus as an annexure.

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.

2.4.1 Proposed trainer/s Trainers: Ciaron Maher CHOISIR X AROHA CAT FILLY

Ciaron Maher & David Eustace's first major winner was MOUDRE in 2010 and first Group One winner was Set Square in the 2014 VRC Oaks.

The most recent major winner for Ciaron Maher & David Eustace was at the highest level when Kenedna won the Group One BRC Doomben Cup.

Last season the Ciaron Maher & David Eustace stable trained 65 winners and so far this season has produced the winners of 139 races, with the latest winner being Fanciful Toff at Bendigo on May 19.

The most successful rider for the stable in the past years has been Linda Meech followed by Steven Pateman.

Trainer: Gai Waterhouse & Adrian Bott ALL TOO HARD X MIHIRI COLT

Rest assured that the Lady Trainer wants to win races just as much if not more than they do! As we stand, in just over 20 years of training, Gai Waterhouse has amassed over 120 Group One wins and currently sits third on the all-time list (Group One winners) behind T.J. Smith and Bart Cummings.

Gai has won Sydney’s two best races, the Golden Slipper and Doncaster Handicap six and seven times respectively. Consequently, Gai is by far the most successful trainer ever in the Sydney Spring. ‘Make hay while the sun shines’ is a phrase one often can hear Gai quoting. This attitude is reflected by Gai’s results in the best races contested during the Sydney Spring Carnival. The Flight Stakes (7 wins), the Epsom Handicap (7 wins) and the Metropolitan Handicap (8 wins) have become races at the mercy of Gai each and every year.

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Gai Waterhouse gives each and every horse that comes into her care every possible chance to succeed. Only six horses in the history of Sydney racing have won the two-year-old Triple Crown and Gai Waterhouse has trained two of them (Dance Hero 2004 and Pierro 2012). Gai in fact has won more Group One races with two-year-olds than any other trainer. Gai Waterhouse and Adrian Bott’s recent Group success:

PROMPT RESPONSE (Sky Racing Tattersall’s Club Tiara., Gr.1, Emancipation Stakes., Gr.2, Breeders Classic, Gr.2) ENGLISH (Doomben 10,000., Gr.1), PINOT (Kennedy Oaks., Gr.1) GLOBAL GLAMOUR (Thousand Guineas., Gr.1, Flight Stakes., Gr.1, Tristarc Stakes Gr.2) SEDANZER (Brisbane Cup., Gr.2) SANTOS (Skyline Stakes., Gr.2) SAVAPINSKI (Matriarch Stakes., Gr.2) GOLD STANDARD (Stan Fox Stakes., Gr.2).

Trainer: Mick Price – Caulfield VIC SO YOU THINK X STRATANCE FILLY

Mick Price gained his license in 1991 and while he enjoyed some early success the big move came in 1996 when he moved into stables at Caulfield that Lee Freedman had previously operated from. The move to Caulfield saw Price move from a bit part to a big player in the Victorian training ranks. He is now firmly established in the top echelon of trainers not only in Victoria but Australia.

Mick Price has prepared more than 100 winners a season for the past 10 seasons, a position that puts him in rare company. Mick Price has enjoyed abundance of success with 36 Group 1 wins and more than 2000 career wins. Mick Price has a fantastic record with two-year-olds and has produced a number of stallions including Extreme Choice and Flying Artie which both have started stud duties in the 2017 season.

Mick Price’s notable Group one success SEABROOK - Blueblood Thoroughbreds (Champagne Stakes), SECRET AGENDA - Blueblood Thoroughbreds (Robert Sangster Stakes), LANKAN RUPEE (Lightning Stakes, Manikato Stakes, TJ Smith Stakes, Newmarket Handicap, Oakleigh Plate), TARZINO (Victoria Derby, Rosehill Guineas) GRUNT (Makybe Stakes, Australian Guineas), MIGHTY BOSS (Caulfield Guineas) and HIYAAM (Vinery Stud Stakes).

Trainer: Tony Gollan EUROZONE X SHOW ME LOVE COLT

Brisbane’s premier trainer Tony Gollan took out his trainer’s licence as a 20-year-old with a small team at Toowoomba.Full of ambition and confidence by the time Gollan was 22, he had moved his team to Brisbane. That move was short-lived and Gollan was forced to relocate to the Gold Coast before making his way back to Toowoomba.xng again in 2003.

In a stroke of luck, Gollan was given a Special Dane filly to train which was named Temple Spirit. Temple Spirit won eight races for Gollan and more than $120,000 in prizemoney but it was mare’s offspring, which really launched Gollan’s career.

Temple Spirit first produced Temple Of Boom and then full-brother Spirit Of Boom. Between them, the ‘Booms’ won 20 races including three at Group I level and more than $4 million in prizemoney.

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In season 2014/15, Gollan set a new metropolitan benchmark when he trained 79 city winners for the season to break the record set by the late Bruce McLachlan in 1987/88 and he has since continued to dominate the Brisbane training scene.

Tony Gollan's first major winner was Spirit Of Boom in 2010 and first Group I winner was Temple Of Boom in the 2012 The James Boag Galaxy. Gollan’s latest Group I winners were in 2014 with Spirit Of Boom in the James Boag's Doomben 10,000 and in the William Reid Stakes at Moonee Valley.

Trainer: Ryan Balfour FIGHTING SUN X RAKS MCLAREN COLT ABOVE THE LIMIT (EXOSPHERE X TIPSY LANE FILLY)

Ryan Balfour spent many years working alongside his father David in Singapore and Malaysia throughout the 1990’s. In 2012 he went into partnership with his father.

David Balfour passed away in 2014 but the stable remains one of the state’s strongest.

Ryan Balfour has remained a regular fixture in the top 10 in the Adelaide trainers premiership and is considered by many as the next rising star. Ryan has already trained over 190 winners in his short career.

Trainers: Grant and Alan Williams SHOOTING TO WIN X THE OTHER HARV COLT

Grant and Alana Williams's first major winner was Socially Unique in 2016 and first Group One winner was Galaxy Star in the 2018 WATC Railway Stakes.

The most recent major winner for Grant and Alana Williams was Regal Power in the SCHWEPPES-W.A.T.C. DERBY and Latest Group One winner was Arcadia Queen in the WATC Kingston Town Classic.

Last season the Grant and Alana Williams stable trained 92 winners and so far this season has produced the winners of 62 races, with the latest winner being Play Hard at Northam on May 16. The most successful rider for the stable in the past years has been William Pike followed by Glenn Smith.

Trainer: Gerald Ryan FINE RUBY (RUBICK X FINE SOCIETY COLT)

Gerald Ryan was a former top jockey and has vast experience as a trainer preparing feature race winners. He is considered by most as not only one of the best trainers, but one of the best horse men in Australia.

Gerald has won the Brisbane Trainers’ premiership, South East Trainers’ premiership (twice). He finished in the top 5 of the Melbourne trainers’ premiership on 3 occasions and has been in the top 10 of the Sydney trainers’ premiership 6 out of the past 7 years.

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Gerald Ryan has trained many racehorse’s to Group One success including b (Golden Rose, TJ Smith, All Age Stakes), SNITZEL (Oakleigh Plate), MELITO (TJ Smith, BTC Winter Stakes), HURRICANE SKY (Blue Diamond Stakes, AJC All Age Stakes), CLANGALANG (AJC Derby, Epson Handicap), SNITZERLAND (VRC Lightening) and RECURRING (AJC Railway Stakes).

Gerald Ryan has successfully trained many horses that have stood at stud as a sire including champion stallion SNITZEL also RUBICK, ROTHESAY and TIME OF WAR.

“One of the most important aspects of training is placing the horses where they can win” – Gerald Ryan.

Trainer: Toby Edmonds MY DIAMOND GIRL (FOXWEDGE X HER DIAMOND SPIRIT FILLY)

Toby Edmonds started training in the late 1980s with a small team and moved to the Gold Coast in 1994 where he trained successfully until taking up an opportunity to train privately for Pedrille Thoroughbreds in 2000.

Edmonds then moved out on his own in 2003 to Warwick Farm in Sydney and spent six years there before relocating to the Gold Coast again in 2011 where he has been based since.

The Edmonds stable is a major force in south-east Queensland and enjoyed stunning success in 2017 when filly Houtzen won the Gold Coast Magic Millions 2YO Classic.

Toby Edmonds's first major winner was Supercut in 1996 and he also enjoyed good success in 2017 with The Virginian who won the Ipg Marketing Chief De Beers.

Trainer: Peter Moody CUBANA (ALL AMERICAN X CARRIBEAN GIRL FILLY)

Peter Moody is considered a great trainer by most in the industry arguably training the best horse the world has ever witnessed in Black Caviar. Peter Moody stats speak for themselves with 2577 career wins with 56 at Group 1 level amassing over $115 million in prizemoney.

Peter’s strike rate is not short of amazing with a win strike rate of 18% and a incredible Group 1 strike rate of 10%. He will set up his return to training with boxes at Pakenham.

Peter Moody has commented, "I am [excited]. I'm a bit tentative about it, I've got to learn to get back out there and get on the tools again but not too much has changed," he said. “I’ve got no doubt I'll be a better trainer this time around because I'm going to be more relaxed and be able to manage my time much better, and I'll have a smaller team."

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Trainer: Nathan Doyle COOP’S STAR (STAR WITNESS X COOPER’S GIRL FILLY) SHARPAY RULER (UNENCUMBERED X SHARPAY MAGIC COLT)

Young Nathan Doyle was born and raised in Muswellbrook and started his training career there, but then took a sabbatical and went to Peter and Paul Snowden and Mark Newnham to work in their stables and gain more experience. He started training in late 2018 and now has 16 full boxes at Broadmeadow.

Last season, the Doyle Racing stables trained 11 winners and so far this season has produced winners of 21 races, with the latest winner being, Expiredtime at Muswellbrook on May 1.

The most successful rider for the stable in the past years has been Koby Jennings, followed by Ashley Morgan.

2.5 Strategy and plans The Company has been set up to purchase the Horses and manage their entire racing careers. 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 terms of the credit facility used to purchase the Horses are as follows: • $495,000 in borrowings available under credit terms. • 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 who is independent of the Company and the Manager is attached to this prospectus as the Horses were acquired privately and there is a conflict of interest (see paragraph 2.8 below).

2.8 Conflict of interest At the time of purchase, the sole director and shareholder of the Manager, Racing Club Pty Ltd is the same director of Racing Club No 3 Ltd and the same director of BlueBlood Thoroughbreds. BlueBlood Thoroughbreds acted as the bloodstock advisor in the purchase of these Horses. For this reason, the Manager, Racing Club Pty Ltd obtained independent valuations from a registered Member of the Federation of Bloodstock Agents, namely, Mr John Ford (see paragraph 2.7 above), to ensure the Horses were purchased at fair market value. Copies of the Valuations are attached to this Prospectus.

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3. RISK FACTORS 3.1 Business risk factors 3.1.1 Horses racing risks The following risks could impact the ability of the Horses to participate in races: • Injury to the Horses in the course of its training or when participating in races; • Sickness, disease or death of the Horses; • The Horses could prove unsuitable for Horses racing; and • The cost of racing, including managing and training the Horses 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 Horses 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 Horses, economics, or medications, the trainer still must make the decision to run a Horses or not to run a Horses. 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

If the Horses are 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 Horses are no longer suitable for Horses racing because it is permanently injured or suffers from sickness or disease, the Horses 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 Horses and Racing Club Pty Ltd to manage the racing career of the Horses. An investment in the Company is therefore heavily dependent on the involvement of the directors and these other key persons.

The trainers of the Horses 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 Horses 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 Racing Club No 3 Ltd can secure alternative successful and qualified trainers by using its existing networks and experience in the industry. There will also be delays in the Horses commencing its racing career, with a corresponding increase in expenses and no ability to win prize money for a period.

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The Company’s ability to effectively manage the Horses racing careers and perform the necessary administrative functions depends upon the performance and expertise of the directors and Racing Club No 3 Ltd. The loss of these key personnel, or any delay in their replacement, may adversely affect the Horses 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 Horse Racing 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 Horses will decrease. This means that upon selling the Horses, 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 Horses 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 Horses not being able to participate in certain races. This means the Horses 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 Horses 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 Horses 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 Horses. The Horses could simply lack the desire or ability to perform at the necessary level.

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.

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4. FINANCIAL INFORMATION 4.1 Financial Affairs

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

Page 24 of 48 Racing Club No 3 Ltd Prospectus 12th March 2020

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 consented to be a Director of RACING CLUB NO 3 LTD. Carol is also the sole Director of the prominently renowned and successful Racehorse Syndication company, Blueblood Thoroughbreds (AUST) Pty Ltd for over 8 years and has been involved in the industry for over 13 years. Carol acquired her full ASIC AFS License No. 413585 in December 2011 and has completed the ASIC Regulatory Guide 91 (RG91) Horse breeding schemes and horse racing syndicates. She is an authorised Promoter of Racing Victoria Limited and the Queensland Racing Integrity Commission which authorises the promotion of racehorses.

Carol has been involved in the purchase of multiple Stakes winning horses including Seabrook, who won the 2018 Group 1 Champagne Stakes and the 2018 Group 2 Sweet Embrace Stakes and also contested the 2018 $5.3M Group 1 Golden Slipper running 5th place as a 2YO, Secret Agenda (retired to stud 2018) who won the $1M Group 1 Robert Sangster Stakes in 2017 amongst other multiple Group races with stakes earnings of $1,549,400, She’s So High who won the Group 3 Proud Miss Stakes and the Listed Incognitus Stakes in 2018, Unite and Conquer (colt) who won his debut in the Listed Maribyrnong Trial Stakes in 2018 as a 2YO, Le Mans, Berlutti and Son Of A Snitz who sold to HK for $450,000 (all trained by Mick Price), Sedanzer who won the Group 2 Brisbane Cup and the Listed Scone Cup in 2018 (trained by Gai Waterhouse), Black Revolver, Rock Temple (trained by Chris Waller) and Encostanati (trained by Bjorn Baker)

Carol Walsh is also the Director of the successful Racing Club No 1 Ltd which has already produced a winner namely, No More Bids (trained by Mick Price) and Racing Club No 2 Ltd’s winner, namely My Diamond Girl (trained by Toby Edmonds). She is also the sole Director of a successful breeder under her company, BBT Breeding and Racing Pty Ltd which assists in her overall purchasing of Bloodstock including Stakes Performer, Yulong Baby (trained by Mick Price). Christopher Walsh Christopher Walsh has also consented to be a Director of RACING CLUB NO 3 LTD. Chris Walsh supports and has assisted his wife, Carol Walsh, for the past 13 years. He handles event functions and regular open days. Jeremy Azzopardi Jeremy Azzopardi has also consented to be a Director of RACING CLUB NO 3 LTD. Jeremy has been involved in the horse racing industry for over 18 years as an owner. Owning racehorses is a passion for Jeremy’s and he has also purchased, managed and marketed multiple Group One winners and performers. He is also a successful breeder.

Jeremy Azzopardi brings a wealth of knowledge and experience to the board in both the financial and thoroughbred industries. Jeremy was self-employed for over 25 years in the finance industry where he was very successful. His education is vast where he currently holds a certificate IV business a Certificate IV finance and banking and a Certificate III in marketing.

Jeremy’s experience as a Mortgage Banker for 10 years excelled him to venture to start his own Private Lending business. He was highly regarded in his field of expertise and he was approved and granted by 3 leading trustee companies to manager their Second Tier

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Director Biography Mortgage Backed Securities from a wholesale to a retail level. Jeremy was the youngest at that time to have a direct lending authority approved by these Mortgage Trustee’s.

His private lending business grew rapidly where he employed over 9 fulltime staff and 13 consultants and had an impressive $200 million under management. In 2006 Jeremy reluctantly decided to sell the business to spend more time with his young family.

5.2 Interests of Directors Carol Walsh is the sole director and shareholder of Racing Club Pty Ltd, 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 Racing Club Pty Ltd. Carol Walsh may benefit from this arrangement through distributions of dividends to her as a shareholder of the Manager. She is not paid a salary for her role as director of the Manager. The constitution of the Company allows the directors of Racing Club Pty Ltd to retain any profits made through this arrangement.

5.3 Corporate Directory Directors: Mrs. Carol Walsh Mr. Christopher Walsh Mr. Jeremy Azzopardi

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

Company Secretary: Carol Walsh P.O. Box 6992 Norwest NSW 2153

Bankers: ANZ Shop 54/55 Rouse Hill Town Centre, Windsor Rd, Rouse Hill NSW 2155

Auditor: Prospect Accountants Mr. Tim Meehan Suite 5, Level 1, 74 Doncaster Road, North Balwyn VIC 3104

Compliance Lawyers: The Fold Legal Pty Ltd Ms. Jaime Lumsden 16 O'Connell St, Sydney NSW 2001

6. DETAILS OF THE OFFER 6.1 Structure of the offer This Prospectus relates to an offer of 820 fully paid A Class shares. Each Shareholder must subscribe to a minimum of 1 fully paid A Class share at $1,995 per share. or by six payments - $375 up front and five further equal monthly instalments of $270. Before subscribing for shares on an instalment basis, potential Shareholders should consider their financial capacity to meet instalment liabilities.

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Shares paid for on the Payment Plan system will be partly paid A Class shares and will carry the same voting rights as fully paid A Class shares. If payment for the shares is in arrears or default as per the Company's Constitution, voting rights will be suspended.

THERE IS NO FURTHER FINANCIAL OUTLAY OTHER THAN THE SUBSCRIPTION MONIES.

6.1.1 Minimum subscription The minimum subscription for this offer to proceed is 820 shares. No shares will be issued until the minimum subscription has been achieved.

6.1.2 Maximum subscription The maximum subscription for this offer is 820 shares. Subscriptions will be accepted in the order in which they are received. If an application is received subscribing to more shares than are still available, the subscription will be accepted for the number of shares still available and the balance of the subscription monies refunded. Any subscriptions received after the offer is fully subscribed will be refunded in full.

6.1.3 Underwriting arrangements This offer is fully underwritten by Blueblood Thoroughbreds (Australia) Pty Ltd (Blueblood Thoroughbreds). In the event that the offer is not fully subscribed, Blueblood Thoroughbreds has agreed to purchase any or all unsubscribed shares, or to procure applications for any or all shares, or any combination thereof. No fees are paid to Blueblood Thoroughbreds in respect of the underwriting arrangement.

The underwriting agreement may be terminated by Blueblood Thoroughbreds in the event that one or more of the Horses is declared unfit to race before this offer closes.

Blueblood Thoroughbreds is a related party of the Manager. Carol Walsh, the sole director and shareholder of the Manager, is also the sole director and shareholder of Blueblood Thoroughbreds.

In the event that the offer is less than 50% subscribed, Blueblood Thoroughbreds will acquire a controlling interest in the Company by virtue of the underwriting arrangements in place. This means Blueblood Thoroughbreds will control the votes at any meeting of the Shareholders.

Blueblood Thoroughbreds has the financial capacity to underwrite this offer, and will pay for any shares issued to it by monthly instalments over a period of two years, or such shorter period as may be necessary to cover the operating costs of the Company as and when they fall due.

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6.2 Proposed use of proceeds The total gross proceeds under the offer is expected to be $1,635,900. The proceeds of the offer will be applied as follows:

Dollars % of total raised INCOME - Shareholder's Funds from the offer $1,635,900.00 Interest earned over 2.5 years (approximately) $0.00 TOTAL $1,635,900.00

EXPENDITURE (3 YEARS) Purchase of Horses (100% Racing Club No 3) $451,000.00 27.57 Purchase of Horses (10% Racing Club No 2) $44,000.00 2.69 Breaking-In and education expenses (6 horses) $24,000.00 1.47 Accounting and Auditing Costs over two and a half years $36,100.00 2.21 Bank Charges & Card Charges $15,141.00 0.93 Company Establishment (including ASIC and setup costs) $5,000.00 0.30 Prospectus production, legal review and sign off and ASIC 1.27 lodgement costs $20,833.00 Print and Postage (over two and a half years) $10,416.00 0.64 Training/Spelling/Veterinary/Registration costs etc. (over 42.79 two and a half years) $700,000.00 Mortality Insurance (6 months on all 6 horses market 1.03 Value/Valuation) $16,912.00 Racing Expenses (Track fees, Vet Stables, Vitamins, 1.02 Drenching, Dental etc) $16,666.00 Advertising and Capital raising Costs $60,000.00 3.67 Director's professional advice, licence, process & 1.22 document formation fees $20,000.00 BBT’s Compliance Management Fees (over two and a half 1.78 years) $29,166.00 Administration and Management Fees over two and a half 4.58 years $75,000.00 Information Dissemination (over two and a half years) $23,333.00 1.43 Web Pages construction and two and a half years 1.53 maintenance $25,000.00 CRM data base construction and maintenance $13,333.00 0.82 Director’s Fee (inclusive over two and a half years) $50,000.00 3.05

TOTAL $1,635,900.00

Surplus (based on full subscription) $0.00

Page 28 of 48 Racing Club No 3 Ltd Prospectus 12th March 2020

6.3 Terms and conditions of the offer

Topic Summary What is the type of security being Fully-paid A Class 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 Horses racing prize money; • Entitlement to potential future breeding revenue and proceeds; • 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. What is the consideration for each The price of each share under offer is $1,995. security being offered? What is the offer period? The offer opens on 12 March 2020. The offer closes on 11 September 2022. 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 2 October 2022. 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 Racing Club No 3 Ltd 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 A Class shares on issue as at 12 March 2020 820 structure? Maximum number of A Class Shares to be issued 820 under this Offer Total on Offer completion 820 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.

Page 29 of 48 Racing Club No 3 Ltd Prospectus 12th March 2020

6.4 Benefits Benefits of the offer include: • Payment Plan available: consists of 7 payments - 1st instalment of $375 is payable upfront followed by 6 equal monthly instalments of $270) • 2.5 years total running expenses for 12 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, WestSpeed, Golden Slipper and Golden Rose, Blue Diamond, etc. • To be placed with leading metropolitan trainers in Australia such Mick Price (VIC), Ryan Balfour (SA), Tony Gollan (QLD), Gai Waterhouse & Adrian Bott (NSW), Grant & Alan Williams (WA), Ciaron Maher (VIC), Nathan Doyle (NSW), Toby Edmonds (QLD), Peter Moody (VIC) and Gerald Ryan (NSW). • 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 • Rotational entry for a maximum of 40 Owners, 20 tickets to the mounting yard to meet the trainer and jockey and 20 Members tickets to the members area. • Daily management of the Racehorse’s career, maintained professionally by the Racing Club and Blueblood’s team. • Audited accounting and full transparent reporting

6.5 Dividend Policy / Prize Money and Sales Proceeds Distribution All prize-money won by the Horses will be deposited directly into the Manager’s trust account called Racing Club No 3 Ltd with a Sydney branch of the ANZ Bank.

In accordance with the Rules of Racing in Australia, all prize-money is distributed to the Shareholders as dividends 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. Prize-money will be credited to the Shareholder’s account maintained by the Company. Every 3 months’ the Directors will review the Shareholders’ accounts, and where more than $1,000 stands to the credit of any Shareholder, the Manager will arrange for the amount owing to that Shareholder to be credited to the Shareholder’s nominated bank account.

Racing Club Pty Ltd will be entitled to 8% (plus GST) of gross prize money under its management agreement with the Company. Gross prize money includes the prize money, breeders’ bonus and incentive scheme payments.

6.5.1 Distribution from sale of Horses In the event that the Horses are all sold, the Company will be wound up and distributions to Shareholders will be made in accordance with the Corporations Act.

6.5.2 Trophies In accordance with the Rules of Racing AR63 (2) (c), the Manager of the Horses will be entitled to receive and obtain all original trophies won by that Horses. Any Shareholder wishing to acquire a replica of the original trophy, can formally make a request to the Manager to assist them.

Page 30 of 48 Racing Club No 3 Ltd Prospectus 12th March 2020

7. GLOSSARY

ASIC means the Australian Securities and Investments Commission.

RCN3 or Company means Racing Club No 3 Ltd (ABN 32 633 140 459)

Racing Club Pty Ltd or Manager means Racing Club Pty Ltd (ABN 65 628 508 298).

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 fully paid A Class shares 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, Secretary and Company Officeholder

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

…………………………………………………… Jeremy Azzopardi Director and Secretary

Page 32 of 48 Racing Club No 3 Ltd Prospectus 12th March 2020

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 “Racing Club No 3 Ltd” and crossed “Not Negotiable”.

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

ANZ BANK Racing Club No 3 Ltd BSB: 012 246 Account Number: 474780715

Reference (Important): please ensure that you reference the payment in the same name as your share application form OR a contact number if you cannot use letters. i.e. the first named person on the application or their contact number.

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 Racing Club No 3 Ltd PO Box 6992 Norwest 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 RACING CLUB NO 3 LTD Please print clearly. You are advised to keep a copy for your records.

I/We apply for ______share(s) in RACING CLUB NO 3 LTD.

Title: ______Surname: ______Given Names: ______

Address: ______

City: ______State: ______Postcode: ______

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

Email: ______

Occupation: ______

Partners: (Max of 5 partners)

Full Name: ______Email address: ______

Full Name: ______Email address: ______

Full Name: ______Email address: ______

Full Name: ______Email address: ______

Full Name: ______Email address: ______

Return your completed application with payment attached to: RACING CLUB NO 3 LTD P.O. BOX 6992 Norwest 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 3 LTD. Return of this application form with payment will constitute your offer to subscribe for A Class shares in the company. Directors reserve the right to accept or reject any application in case of over subscription.

APPLICANT SIGNATURE: ______Date:______

Page 34 of 48 Racing Club No 3 Ltd Prospectus 12th March 2020

PAYMENT METHODS

1. Paying by cheque or money order:

I/We enclose my/our cheque/money order for $______payable to: Racing Club No 3 Ltd

2. Paying by credit card:

Type of card (circle) Mastercard Visa AMEX

Card Number ______Expiry Date ______/ ______

Name on card ______Total Amount $______

Signature ______

3. EFT PAYMENT – See bank account details on page 29

TICK PREFERRED OPTION

Payment in Full $1,995 now – or

$375 now, and 6 x $270 monthly payments **

** (NB. If paying by Credit Card, the instalments will be AUTOMATICALLY DEDUCTED. If you enter this Payment Plan between the 1st & 15th of the month, your subsequent payments of $270 per month will be debited from your account on the 15th of the following month and each month thereafter. If you enter this Payment Plan between the 16th & 31st of the month, your subsequent payments of $270 per month will be debited from your account on the last day of the following month and each month thereafter).

BANK ACCOUNT DETAILS FOR DISTRIBUTION OF DIVIDENDS

Account Name:______

BSB:______Account Number:______

Page 35 of 48

ANNEXURE A – MANAGEMENT AGREEMENT

Management Agreement

RACING CLUB PTY LTD ABN 65 628 508 298 1.1.1 (Manager) RACING CLUB NO 3 LTD ABN 32 633 140 459 1.1.2 (Company)

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Details 3

Agreed terms ...... 4

1. Defined terms and interpretation 4

2. Appointment 5

3. Other Services 5

4. The Manager's overarching obligations 6

5. Security, privacy and confidentiality 6

6. Personnel 6

7. Fees 6

8. Expenses 7

9. Term 7

10. Variation of Services 7

11. Representations and warranties 8

12. GST 8

13. Address for notices and reports 8

14. Severance 8

15. Entire agreement 8

16. Amendment 8

17. Governing law and jurisdiction 8

18. Waiver 8

19. Confidentiality 8

20. Counterparts 8 Schedule 1 – Services 9 Schedule 2 – Fees 10

Signing page ...... 11

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2 DETAILS

Date 12th March 2020

Parties

Name Racing Club Pty Ltd ABN 65 628 508 298 Short form name Manager Notice details PO Box 6992 NORWEST NSW 2153

Name Racing Club No 3 Ltd ABN 32 32 633 140 459 Short form name Company Notice details Nexus Norwest, Level 5 4 Columbia Court NORWEST NSW 2153

Background

A. Company has agreed to appoint the Manager to provide certain management services.

B. This agreement sets out the terms of Company’s appointment of the Manager.

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3 AGREED TERMS

1. Defined terms and interpretation 1.1 Defined terms Board means the board of directors of Company. Business Day means a day (other than a Saturday or a Sunday) on which banks are open for general business in Sydney.

Commencement Date means 12 March 2020. Corporations Act means the Corporations Act 2001 (Cth) and includes any regulations made under that Act and any exemption or modification to that Act which applies to the Manager or Company. End Date means 11 September 2022. GST has the meaning given to it in the GST Act. GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth). Insolvency Event means, in relation to an entity:

(a) a receiver, receiver and manager, administrator, trustee or similar official is appointed over any of the assets or undertakings of the entity;

(b) the entity suspends payment of its debts generally;

(c) the entity is or becomes unable to pay its debts when they are due or is unable to pay its debts within the meaning of the Corporations Act;

(d) the entity enters into or resolves to enter into any arrangement, competition or compromise with, or assignment for the benefit of, its creditors or any class of them;

(e) an application (that is not frivolous or vexatious) or order is made for the winding up or dissolution of, or the appointment of a provisional liquidator, to the entity or a resolution is passed or steps are taken to pass a resolution for the winding up or dissolution of the entity otherwise than for the purpose of an amalgamation or reconstruction that has the prior consent of the other party; or

(f) an administrator is appointed under the Corporations Act. Services has the meaning provided in clause 2. 1.2 Interpretation In this agreement, except where the context otherwise requires: (a) the singular includes the plural and vice versa, and a gender includes other genders;

(b) another grammatical form of a defined word or expression has a corresponding meaning;

(c) a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, this agreement, and a reference to this agreement includes any schedule or annexure;

(d) a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;

(e) a reference to A$, $A, dollar or $ is to Australian currency;

(f) a reference to time is to Queensland, Australia time;

(g) a reference to a party is to a party to this agreement, and a reference to a party to a document includes the party's executors, administrators, successors and permitted assigns and substitutes;

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(h) a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;

(i) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(j) a word or expression defined in the Corporations Act has the meaning given to it in the Corporations Act;

(k) the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;

(l) any agreement, representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term) binds them jointly and severally;

(m) any agreement, representation, warranty or indemnity in favour of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally;

(n) a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this agreement or any part of it; and

(o) if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day. 1.3 Headings Headings are for ease of reference only and do not affect interpretation.

2. Appointment 2.1 Acceptance On and from the Commencement Date, Company appoints the Manager and the Manager accepts the appointment, on the terms and conditions of this agreement, to provide to Company the services and reports set out in Schedule 1 (the Services). 2.2 Relationship Nothing in this agreement constitutes a relationship of employment, agency or partnership between Company and either the Manager or any of its directors, officers or employees.

3. Other Services If any other services, functions or duties: (a) are not specifically referred to in this agreement and are not specifically excluded from the Services; and

(b) are incidental to the Services and essential to the proper performance and provision of the Services, then such items are deemed to be a Service to the same extent as if expressly included.

4. The Manager's overarching obligations The Manager must: (a) exercise its responsibilities and powers and discharge its duties under this agreement with a level of professional care appropriate for a professional provider of services in accordance with market best practice and methods; and (b) comply with any reasonable directions, provided in accordance with this agreement, from Company in relation to the performance of the Services by the Manager.

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5. Security, privacy and confidentiality

(a) The Manager must comply with any security protocols and procedures of Company and must use all reasonable endeavours to prevent the unauthorised use of, or interference with, any systems of Company and to prevent the loss, destruction, disclosure or unauthorised use of the data of Company.

(b) The Manager must use all reasonable endeavours to ensure that the Services do not cause Company (or any related entity of Company) to breach any obligation it has relating to the collection, use or disclosure of information, whether under the Privacy Act 1988 (Cth) or any arrangement or relationship requiring confidentiality (Privacy Requirements).

(c) Company must provide all required notices to, and obtain all necessary consents from, all individuals to ensure that the provision of the Services does not cause the Manager to be in breach of any Privacy Requirements.

(d) The Manager must give reasonable assistance to any other party if a customer of Company or a regulator makes a complaint about the manner in which information is handled as a result of the Services.

(e) The Manager must take all necessary steps to maintain the confidentiality of confidential information obtained by it in relation to the Services or in relation to Company or its businesses as a result of the Services.

6. Personnel The Manager must maintain adequately skilled and qualified personnel able to perform its obligations under the agreement.

7. Fees

(a) In consideration for the Manager providing the Services, the Manager is entitled to the fees calculated and payable by Company in accordance with Schedule 2.

(b) Company undertakes to exercise its power to cause the payment of any fees or other amounts payable to the Manager in accordance with Schedule 2.

8. Expenses Company agrees to reimburse the Manager for all flights and accommodation expenses reasonably incurred by it in providing the Services.

9. Term 9.1 Term This agreement commences on the Commencement Date and ends on the End Date, unless terminated earlier in accordance with this clause. 9.2 Termination by Company Company may terminate this agreement by giving to the Manager: (a) at any time, at least 90 days prior written notice; or

(b) written notice with immediate effect, if an Insolvency Event occurs in relation to the Manager.

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9.3 Effect of termination (a) The Manager must, within 30 Business Days of the effective date of termination of this agreement under this clause, deliver to Company or such other person as advised by Company to the Manager all accounts and records in relation to the Services.

(b) On termination of this agreement, if directed in writing by Company, the Manager must use reasonable endeavours to facilitate the transfer of the provision of the Services to a person nominated by Company in that direction.

(c) Upon termination of this agreement, the Manager must be paid by Company an amount equal to the aggregate of:

(i) any accrued (as at the date of termination of this agreement) and unpaid fees within 30 Business Days of effective termination; and

(ii) all charges and expenses incurred in the actions envisaged by this clause. 9.4 Claims and Transactions The termination of this agreement does not affect any: (a) transaction properly entered into prior to termination;

(b) claims, rights and obligations of the parties at the date on which termination occurs; or

(c) other claim which either party may have against the other.

10. Variation of Services Company may, by executing an instrument in writing: (a) either consent to, or waive an action of, the Manager which is at variance to this agreement;

(b) on the request of the Manager either consent to or waive the operation of a provision of this agreement for a fixed period or indefinitely; and

(c) vary, add or delete any service to be provided by the Manager, but only with the prior written consent of the Manager.

11. Representations and warranties 11.1 Mutual warranties Each party represents and warrants that during the term of this agreement: (a) it is duly authorised and has power to enter into, and perform its duties and obligations under, this agreement; and

(b) it has all licences, authorisations, consents, approvals and permits required by applicable laws or which it is required to obtain in order to perform its obligations under this agreement, and otherwise complies with all laws applicable to the performance of those obligations. 11.2 Warranties of the Manager The Manager warrants and represents that during the term of this agreement it has the skill, facilities, capacity and personnel necessary to perform the duties and obligations under this agreement. 11.3 Inaccurate warranty If a warranty given by a party to this agreement ceases to be accurate, that party must immediately advise the other party in writing as soon as it becomes aware that the warranty has ceased to be accurate.

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12. GST 12.1 Interpretation In this clause 12, a word or expression defined in the GST Act has the meaning given to it in that Act. 12.2 GST gross up If a party makes a supply under or in connection with this agreement in respect of which GST is payable, the consideration for the supply but for the application of this clause 12.2 (GST exclusive consideration) is increased by an amount equal to the GST exclusive consideration multiplied by the rate of GST prevailing at the time the supply is made. 12.3 Reimbursements If a party must reimburse or indemnify another party for a loss, cost or expense, the amount to be reimbursed or indemnified is first reduced by any input tax credit the other party is entitled to for the loss, cost or expense, and then increased in accordance with clause 12.2. 12.4 Tax invoice A party need not make a payment for a taxable supply made under or in connection with this agreement until it receives a tax invoice for the supply to which the payment relates.

13. Address for notices and reports Any notices and reports required to be given under this agreement must be in writing, signed by Authorised Persons and sent to the addresses and the relevant persons noted in the Details section of this agreement unless otherwise agreed.

14. Severance Any provision of this agreement which is prohibited or unenforceable in any jurisdiction will be ineffective in that jurisdiction to the extent of the prohibition or unenforceability. That provision will not invalidate the remaining provisions of this agreement nor affect the validity or enforceability of that provision in any other jurisdiction.

15. Entire agreement This agreement contains the entire agreement between the parties with respect to its subject matter.

16. Amendment This agreement may only be amended in writing signed by both parties.

17. Governing law and jurisdiction This agreement is governed by the laws applicable in the State of Queensland and the parties submit to the non-exclusive jurisdiction of courts exercising jurisdiction in that State.

18. Waiver The right to exercise any right, power or remedy under this agreement will not be waived by any delay or failure to exercise or by any exercise in part.

19. Confidentiality Each party will keep confidential any information acquired by it pursuant to this agreement except where the information has become publicly available other than by breach of this agreement or disclosure is required by law or regulation binding on the person making the disclosure.

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20. Counterparts This agreement may be executed in counterparts. All executed counterparts constitute one document.

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Schedule 1 – Services

The Manager will provide to Company the following services and reports:

1. Racing Management of the portfolio of horses. Including but not limited to: (a) Designing and implementing careers and development of each animal to achieve maximum performance results and return on investment. (b) Brand management (c) Liaising with and selection of trainers, spelling farms, vetinary Managers, transport companies and all horse service providers (d) Management of sales processes and placement of the portfolio. (e) Provide comprehensive reporting on all activities to the Board (f) Seek Board approval on all proposed material financial matters.

2. Administration of the business Including but not limited to: (a) Registrations, nominations and returns (b) Managing expenses (c) Providing business direction in conjunction with the Board

3. Information dissemination to all shareholders Including but not limited to: (a) Managing email and App notifications including trainers reports, race acceptance, form, race analysis, race alerts and replays (b) Providing update reports on all animals (c) Providing social and activity news (d) Financial and business reports’

4. Accounting Services and systems Including but not limited to: (a) Income and expenditure recording in Xero (b) Account payment review and processing (c) Preparing reports to the Board, Auditor (d) Preparing Financial and business reports for Shareholders (e) Reconciling Thoroughbred Payments reports to bank statements.

5. Development of online web and associated marketing expenses Including but not limited to: (a) Developing email systems to supply information to shareholders including trainers reports, race acceptance, form, race analysis, race alerts and replays (b) Providing web sites, landing pages and maintaining the information stream (c) Providing systems to promote social connection and activity news

6. Development of database (a) Developing automated marketing and notification for email systems to supply information to shareholders including trainers reports, race acceptance, form, race analysis, race alerts and replays (b) Maintenance and overview of the systems to provide reliable recording and reporting (c) Providing a Shareholder Register and recording all contact emails and documents with each Shareholder (d) Providing Secure Payments systems for share subscriptions and recording systems in Xero.

7. Supplying agistment, horse education and horse maintenance services from the Suppliers.

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Schedule 2– Fees

The Manager will be paid the following fees as incurred for providing the Services in Schedule 1 and as listed in the Prospectus. The fees are also to include re-imbursement of all budgeted expenses absorbed before settlement:

• $1540 incl GST monthly fee

• 8% plus GST of Prize Money is payable to the Manager

• 10% plus GST for the sale of any horses in RCN3 is payable to the Manager

• There is no break fee.

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4 SIGNING PAGE

EXECUTED as an agreement

Executed by Racing Club Pty Ltd ABN 65 628 508 298 in accordance with section 127 of the Corporations Act 2001 (Cth) by authority of its directors:

Signature of director and company secretary

Carol Ann Walsh

Name of director/company secretary (print)

Executed by Racing Club No 3 Ltd ABN 32 633 140 459 in accordance with section 127 of the Corporations Act 2001 (Cth) by authority of its directors:

______Signature of director and company secretary Signature of director

Carol Ann Walsh Christopher David Grant Walsh

Name of director/company secretary (print) Name of director (print)

Signature of director

Jeremy Azzopardi

Name of director (print)

ANNEXURE B – SUPPORTING DOCUMENTS

pbluebtpl_201110_096.docxpbluebtpl_201110_092.docx 13 BAY FILLY Foaled 26th August 2017) Sadler's Wells ...... Northern Dancer...... High Chaparral...... (SIRE) Kasora...... Darshaan...... SO YOU THINK (NZ)...... Tights...... Nijinsky...... Triassic ...... Astral Row...... Long Row...... Redoute's Choice...... Danehill ...... (DAM) Stratum ...... Bourgeois...... Luskin Star...... STRATANCE ...... Kaapstad...... Sir Tristram...... 2007 Love Dance...... Hula Dance ...... Riverton...... SO YOU THINK (NZ) (Bay or Brown 2006-Stud 2012). 14 wins-1 at 2, MVRC WS Cox P., Gr.1-twice. Sire of 409 rnrs, 227 wnrs, 18 SW, inc. La Bella Diosa (New Zealand One Thousand Guineas, Gr.1), Nakeeta Jane, Sopressa, D'Argento, Inference, Gold Rush, Heavenly Thought, Higher Ground, Think Bleue, The Pinnacle, Northwest Passage, Quick Thinker, Fasika, So We Are, Global Thinking, Mr Marathon Man, Care to Think, So Si Bon, SP Harvestfortheworld, etc.

1st Dam STRATANCE, by Stratum. Unraced. This is her seventh foal. Her sixth foal is a 2YO. Dam of three foals to race, two winners- Tuskar Brook (f. by Hinchinbrook). 3 wins to 1500m in 2017-18, MVRC MSC Signs P., 3d MRC Clanbrooke Racing H., Bobby McKerral Tribute P. Stratum Magic (f. by Magic Albert). 3 wins at 1100m, 1200m, 2d VRC Betty Cummings H., 3d MVRC 1print H., Dangerfield Exley Lawyers H. Dancing Hussy (f. by Husson (ARG)). Placed at 3. 2nd Dam LOVE DANCE (NZ), by Kaapstad. Second top filly on The 1994-95 NZ 3YO Free H. 4 wins from 2000m to 2200m, NZ$320,025, A$89,000, Hawkes Bay Kelt Capital S., Gr.1, Avondale Gold Cup, Gr.1, Waikato RC Sir Tristram Fillies Classic, Gr.2, Hawkes Bay Mudgway Partsworld H., 2d AJC Australian Oaks, Gr.1, ARC Championship S., Gr.2, Te Aroha JC New Zealand Thoroughbred Breeders' S., Gr.2, ARC Ladies Mile, Gr.3, John Andrew Ford H., Avondale JC Western Leader H., 3d Hawkes Bay Plumpton Park Hotel & TAB H., 4th ARC Easter H., Gr.1, VRC Turnbull S., Gr.2, ARC Soliloquy S., L. Dam of 11 named foals, 7 to race, 5 winners, inc:- Spin Dancer - Anytime Lucky (Mac.). 6 wins from 1000m to 1800m in Aust. and Macau, 3d MRC Phoibos H. Global Dance. Winner at 2, 2d MRC Shankhill Lass H. Dam of- SEE THE WORLD (Danzero). 9 wins to 1300m, A$574,150, ATC Maurice McCarten S., L, Gosford RC Takeover Target S., L, 2d ATC Winter S., L, 3d ATC Sebring S., Gr.3, Hall Mark S., L, Starlight H., L, Civic S., L. Capital Raising. 4 wins from 1300m to 1600m, A$86,250, 2d City Tatt's RC Tattersalls 2YO P., SAJC Super Sunday May 2YO H. Dam of- GLOBAL THINKING (So You Think (NZ)). 3 wins-1 at 2-from 900m to 1600m, NZ$84,100, to 2017-18, Southland Guineas, L, BOP RC Gartshore H., 2d Otago RC Dunedin Guineas, L, 4th Whangarei RC Northland Breeders' S., Gr.3. Viva el Jefe. 4 wins at 1050m in Macau. Royal Cashel. Winner at 1100m. Producer. Banana Smoothie. Winner at 1000m. Butterfly Theory. Placed at 3. Producer. Lobola. Placed at 2, 2d STC Hyland Race Colours 2YO H. Dam of- HANDFAST (Street Cry (Ire)). 3 wins at 1250m, 1400m, A$337,685, ATC South Pacific Classic, L, Vinery Stud H., 2d BRC The Phoenix S., L, SCTC Hampden S., L, 3d Canberra RC National Sprint H., L, 4th ATC Bill Ritchie H., Gr.3, BRC Sprint H., Gr.3. RUSAMBO (Elusive Quality (USA)). 2 wins at 1200m, A$252,940, MVRC Mitchell McKenzie S., L, Sportingbet H., 2d MRC Blue Diamond Prelude (c&g), Gr.3, Zeditave S., L, 3d VRC Danehill S., Gr.2, ATC Breeders' P., L, 4th SAJC Centrebet Classic, Gr.2. 3rd Dam HULA DANCE, by Riverton (Fr). Unraced. Dam of 10 foals, 9 to race, 6 winners, inc:- LOVE DANCE (Kaapstad). 4 wins. See above. MORVEN WARRIOR (Sir Tristram (Ire)). 6 wins from 1800m to 2400m, A$94,875, WATC Winter Cup, Gr.3, Happy Valley H., Golden Wing H., City Life H., 2d SAJC Hello Shady H., Sans Rival H., Class Four H., WATC TV Extra H., 3d Geelong RC Derby Trial S., L. Hula Song (Sackford (USA)). Winner at 1300m, 3d VATC Gwyn Nursery S., L, Mona Nursery S., L, 4th VRC Beck's Bier S., L. Producer. Zydeco. 2 wins at 1400m, 1600m, 3d Avondale JC Sir James 1200, Hawkes Bay Panache Hair Designs 3YO Fillies H. Producer. Drum Rhythm. 5 wins at 1600m, 2000m in Malaysia. Kape Dancer. Winner at 1300m. Dam of- TIP THE WINK (Stravinsky (USA)). 6 wins at 1200m, 1400m, NZ$165,165, WRC Lightning H., L, Manawatu RC Flying H., L, Totally Vets H., 3d ARC Railway H., Gr.1, CJC Stewards S., Gr.3. Hula Town. Placed in NZ. Sire. Hope's Fancy. Placed. Dancing Hula. Unplaced. Dam of- I'VE GOT RHYTHM (Rhythm (USA)). 4 wins from 1800m to 2000m, R166,585, Greyville Darley Arabian H., L. 4th Dam HULA BEND (USA), by Never Bend. 5 wins-2 at 2, Del Mar Osunitas S., L, 2d Hollywood Lassie S., Gr.2, Hollywood Park Cinderella S., L. Dam of 14 foals, 7 to race, 5 winners, inc:- HULA CHIEF (Marceau). Joint top of The 1985-86 Australasian 3YO Classification (1300m-2000m). 7 wins from 1000m to 1600m, A$302,280, AJC Doncaster H., Gr.1, VRC Lightning S., Gr.2, AJC Royal Sovereign S., Gr.3, Blue BAY COLT Foaled 8th September 2017) Encosta de Lago...... Fairy King ...... Northern Meteor ...... (SIRE) Explosive...... Fappiano ...... SHOOTING TO WIN...... Elusive Quality...... Gone West...... Listen Here ...... Announce...... Military Plume...... Danehill...... Danzig...... (DAM) Elvstroem...... Circles of Gold ...... Marscay...... THE OTHER HARV ...... Classic Fame ...... Nijinsky...... 2007 Better by Harv ...... Ala Nami ...... Crested Wave...... SHOOTING TO WIN (AUS) (Chestnut 2011-Stud 2015). 4 wins-2 at 2-from 1200m to 1600m, A$996,225, MRC Caulfield Guineas, Gr.1, ATC Stan Fox S., Gr.2, 3d ATC Golden Rose S., Gr.1, Randwick Guineas, Gr.1. Brother to SW Deep Field. Out of SW Listen Here. Sire of SP Shotmaker and of Intrepidacious, Shooting Love, Kubrick, Treaty of Seville, Winning Shot and of the placegetters Centrefire, Eclair Breeze, Testino, etc. His oldest progeny are 2YOs.

1st Dam The Other Harv, by Elvstroem. 8 wins from 1400m to 2000m, A$243,745, WATC Playeronline.com.au H., Crown Perth H., Facebook.com Perthracing H., Frank Treen Medallion H., Smiths Snacks WA H., North Fremantle Amateur Football Club H., Westspeed 3YO H., 2d WATC Westspeed Stayers' Bonus H., Pink Bug H., 3d WATC York S., L, Diggers' Cup, S O'Sullivan H., Twitter.com Perthracing H., 4th WATC Belmont Oaks, L. This is her third foal. Her second foal is a 2YO. Dam of one foal to race- Suspectus (g. by My Admiration). Winner at 1400m in 2018-19. 2nd Dam BETTER BY HARV (NZ), by Classic Fame (USA). 3 wins at 1600m, 2050m, WRC Ing H. Dam of 7 foals, 6 to race, 5 winners, inc:- The Other Harv (Elvstroem). 8 wins. See above. Silver Roller. 2 wins at 2000m, 2200m in 2017-18, WATC Morley Growers Market H. Royal Brat. 8 wins from 1400m to 2000m in Aust. and Singapore, Singapore TC Class 5 H.-twice, Beau Brummel H., Better Than Ever S., Sha Tin H. Hugo and You. 2 wins at 1600m in Macau. Autrice. Winner at 1400m. The Better Harv. Placed. 3rd Dam ALA NAMI, by Crested Wave (USA). Winner at 1600m in NZ. Dam of 9 named foals, 7 to race, 4 winners, inc:- CLASSIC BABE (Classic Fame (USA)). 6 wins from 1400m to 2500m, NZ$103,850, CJC Gold Cup, Gr.3, ARC Nathans Memorial H., Avondale JC Foley H., ARC Coca-Cola H., 2d Rotorua Challenge P., Gr.3, Feilding Gold Cup, L, ARC Dunstan Stayers Championship Qualifier, Avondale JC Sunday Markets H., 4th New Zealand Cup, Gr.2. Dam of- PASSCHENDAELE (Montjeu (Ire)). 5 wins from 1400m to 2400m, NZ$153,060, Waikato Gold Cup, Gr.2, Counties RC HR Fiskens & Sons H., Matamata RC Magill Earl H., 2d Avondale JC Autobahn Cafe H., Waikato RC Ashford Lodge H., Counties RC Mondiale Freight H., 3d Waikato RC International S., Gr.1-twice. Better by Harv. 3 wins. See above. Namibia. Winner at 1450m. Bobby. Winner at 1400m in NZ. 4th Dam YUKIKO, by Bucentaur (GB). 3 wins-1 at 2-to 1400m, Foxton RC Robinson H., WRC Karitane H. Dam of 6 foals, all raced, 4 winners, inc:- DANJIKI (Markella (Fr)). 1989-90 Auckland Thoroughbred Breeders' Fillies Series Winner. 10 wins-3 at 2-from 900m to 1600m, NZ$231,885, A$220,360, Te Aroha JC New Zealand Thoroughbred Breeders' S., Gr.2, Avondale JC Waikato Stud S., Gr.3, VRC Honda Prelude H., L, ARC Redoubt Classic, L, VATC Tristarc S., L, Waikato RC Guineas Trial, L, 2d QTC Stradbroke H., Gr.1, Avondale JC Concorde H., Gr.2, VRC Rupert Steele S., Gr.3, Counties RC Auckland Thoroughbred Breeders' S., Gr.3. Producer. SILVER SAMURAI (Rapier II (GB)). 9 wins-1 at 2-from 1200m to 2050m, WRC Thompson H., Gr.3, Marlborough RC Gold & Blue Quality H., Pahiatua RC John M Pinel Ltd H., Rangitikei RC Killymoon H., 3d WRC Anniversary H., L-twice, 4th WRC Jarden Mile H., Gr.1. Rakiko. Winner at 1200m in NZ. Producer. Ala Nami. Winner. See above. Great Fiesta. Placed. 5th Dam WAHKEENA, by Red Jester. Winner at 6½f in NZ. Dam of 5 foals, all winners- Grey Coral. 4 wins at 2, WRC Nursery H. Yukiko. 3 wins. See above. Prince Genji. Winner at 2, Manawatu RC Services H. Giftisa. Winner at 2. Dam of- STRAWBERRY ROAD (Whiskey Road (USA)). Joint Horse of the Year & Champion 3YO in Australia in 1982-83. Champion Older Horse in Germany in 1984. 17 wins from 1100m to 2500m, US$1,122,991, A$675,250 in France, U.S.A., Germany and Aust, AJC Derby, Gr.1, MVRC WS Cox P., Gr.1, Grand Prix de Saint-Cloud, Gr.1, STC Rosehill Guineas, Gr.1, Queensland Derby, Gr.1, Grosser Preis von Baden, Gr.1, Longchamp Prix d'Harcourt, Gr.2, 2d Breeders' Cup Turf S., Gr.1, Santa Anita San Luis Rey S., Gr.1, 3d Belmont Turf Classic H., Gr.1, STC Rawson S., Gr.1, Washington DC International S., Gr.1. Sire. Whiskey's Gift. Winner at 1400m, AJC Lawn H., 4th AJC Adrian Knox S.H., Gr.3. Dam of- JARF (Mt. Livermore). 14 wins from 1m to 1¼m, US$521,705, Delaware Park Kelso S., L, 2d Delaware Park RRM Carpenter Jr Memorial S., L. BAY COLT Foaled 16th September 2017) Flying Spur...... Danehill...... Casino Prince ...... (SIRE) Lady Capel ...... Last Tycoon...... ALL TOO HARD...... Desert Sun ...... Green Desert ...... Helsinge...... Scandinavia...... Snippets ...... Southern Halo ...... Halo ...... (DAM) More Than Ready ...... Woodman's Girl...... Woodman...... MIHIRI...... Danehill...... Danzig...... 2010 Danoise ...... Solo de Lune ...... Law Society ...... ALL TOO HARD (AUS) (Bay 2009-Stud 2013). 7 wins-3 at 2, ATC All Aged S., Gr.1. Half-brother to SW Black Caviar. Sire of 226 rnrs, 134 wnrs, inc. SW Villermont (MRC Sandown Guineas, Gr.2), Tarka, Demonetization, Unfair Dismissal, All Too Huiying, Curdled, SP Cristal Eyes, Outrageous, Hardly Surprising, Roy's Riviera, Illuminaire, Eclair Sunshine, Fine Scent, Waimea Bay, Warranty, Za Zi Ba, Mystic Empire and of Alligator Blood, Riviera, etc.

1st Dam Mihiri, by More Than Ready (USA). 4 wins to 1200m, A$146,450, ATC James Boag's Premium H., 2d ATC Tab.com.au H., Hyland Race Colours H., 3d ATC Breeders Classic, Gr.2. This is her second foal. Her first foal is a 2YO. 2nd Dam DANOISE (GB), by Danehill (USA). Unraced. Dam of 4 named foals, all raced, 2 winners, inc:- Mihiri (More Than Ready (USA)). 4 wins. See above. Diagnose. 2 wins at 1100m, 1200m. Dunkirk. Placed at 3 in 2018-19, 2d SAJC Propunteralert.com P. 3rd Dam Solo de Lune, by Law Society. Winner at 2200m in France, 2d Munich Bayerischer Stutenpreis, L. Dam of 14 named foals, 12 to race, 11 winners, inc:- CERULEAN SKY (Darshaan). 3 wins-1 at 2-at 1600m, 2000m, Longchamp Prix Saint-Alary, Gr.1, Saint-Cloud Prix La Camargo, L, Deauville Prix des Marettes, 2d Woodbine EP Taylor S., Gr.1, 3d Longchamp Prix Vermeille, Gr.1. Dam of- HONOLULU (Montjeu). Champion 3YO Stayer in Ireland in 2007. 4 wins from 11¼f to 21¾f, £203,375, € 46,883, US$414, Doncaster Cup, Gr.2, Limerick Martin Molony S., L, Royal Ascot Queen Alexandra S., Leopardstown Clonard S., 2d York Ebor H., 3d The St Leger, Gr.1, Ascot Cumberland Lodge S., Gr.3, 4th Yorkshire Cup, Gr.2. Sire. Hit the Sky. Unraced. Dam of- ROYAL BENCH (Whipper). 7 wins-1 at 2-from 1600m to 4000m, € 208,790, US$72,454, HK$3,520,000, 920,000Dhs, Longchamp Prix Daniel Wildenstein, Gr.2, Deauville Prix du Haras de la Huderie, L, Delaware Park Cape Henlopen S., L, Longchamp Prix Machado, Prix du Puits de l'Ermite, 2d Cathay Pacific Hong Kong Mile, Gr.1, 3d Longchamp Prix de Fontenoy, Deauville Prix des Legendes, 4th Deauville Prix Jacques Le Marois, Gr.1, Meydan Dubai Duty Free S., Gr.1. MAYHEM (Whipper). 5 wins from 1850m to 2400m, € 188,270, Chantilly Prix Allez France, Gr.3, Saint-Cloud Prix Joubert, L, 2d Longchamp Prix de Royallieu, Gr.2, 3d Saint-Cloud Prix Corrida, Gr.2, Prix de la Porte de Madrid, L, 4th Rome Premio Lydia Tesio, Gr.1. MEMPHIS TENNESSEE (Hurricane Run). 2 wins-1 at 2-at 1m, 13½f, £110,842, € 136,285, Chester Ormonde S., Gr.3, 2d Leopardstown Derrinstown Stud Derby Trial S., Gr.2, 3d Irish Derby, Gr.1, 4th The Derby, Gr.1, Chester Ormonde S., Gr.3. MOONSTONE (Dalakhani (Ire)). Winner at 1½m, £82,114, € 284,297, Irish Oaks, Gr.1, 2d The Oaks, Gr.1, Leopardstown Irish Stallion Farms S., 4th York Musidora S., Gr.3. Dam of- NELSON (Frankel). 3 wins-2 at 2-from 1m to 1¼m, £45,315, € 126,683, to 2018, Leopardstown Champions Juvenile S., Gr.3, Ballysax S., Gr.3, Irish Stallion Farms 2YO S., 2d Newmarket Royal Lodge S., Gr.2, Curragh Irish Stallion Farms 2YO S., 3d Royal Ascot Queen's Vase, Gr.2. WORDS (Dansili). 2 wins-1 at 2-at 7f, 1½m, Cork Munster Oaks, Gr.3. US ARMY RANGER (Galileo). 2 wins at 1¼m, 12½f, £398,289, € 37,495, A$2,400, Chester Vase, Gr.3, Curragh Irish Stallion Farms S., 2d The Derby, Gr.1, Leopardstown Enterprise S., Gr.3, Chester Ormonde S., Gr.3, 3d Naas Alleged S., Gr.3, 4th Curragh Royal Whip S., Gr.3. NEVIS (Dansili). 5 wins-1 at 2-at 1600m, 2300m, £35,520, € 14,125, NZ$425, A$176,060, Lingfield Derby Trial S., L, Bendigo JC Yalumba Golden Mile, L, MRC Ladbrokes Odds Boost H., Leopardstown Irish Stallion Farms 2YO S., SAJC Moet & Chandon H. STUBBS (Danehill Dancer). 3 wins-2 at 2-to 1500m in Ireland and Denmark, Naas Rochestown S., L, 3d Doncaster S., L, Ovrevoll Norsk Derby, L, Curragh Tally Ho Stud 2YO S. DINER DE LUNE (Be My Guest). 2 wins at 2, Vichy Prix des Jouvenceaux et Jouvencelles, L, 3d Grand Prix du Lion d'Angers, L. Producer. L'ANCRESSE (Darshaan). Top filly on The 2003 International 3YO Classification. 2 wins-1 at 2-at 7f, 1½m, £19,879, €135,657, US$212,000, Curragh Finale S., L, Newbury Dubai Duty Free Millennium Millionaire 2YO S., 2d Breeders' Cup Filly & Mare Turf S., Gr.1, Irish Oaks, Gr.1, Leopardstown One Thousand Guineas Trial, L, 4th Irish One Thousand Guineas, Gr.1, Doncaster Park Hill S., Gr.3. Dam of- CHAMONIX (Galileo). 3 wins at 1½m, 1¾m, Galway Oyster S., L, Listowel S., L, 4th Curragh Finale S., L. Minkova. Unraced. Dam of- MAGIC CIRCLE (Makfi (GB)). 8 wins from 1½m to 18¾f, £224,290, € 9,000, to 2018, Sandown Henry II S., Gr.3, York Fine Equinity H., Newmarket Adnams Blackshore Stout H., Chester Cup, York John Smith's Stayers' S., Doncaster Betdaq.com Free Bets H. Qaatef (Darshaan). Winner at 1¼m, Sandown Credit Suisse First Boston Evening S., 3d York Lonsdale S., Gr.3, Haydock July Trophy, L. Sire. BAY FILLY (Branded Foaled 25th October 2017) Danehill (USA)...... by Danzig...... (SIRE) Danehill Dancer (Ire) ...... Mira Adonde...... by Sharpen Up...... CHOISIR...... Lunchtime (GB) ...... by Silly Season...... Great Selection ...... Pensive Mood...... by Biscay...... (DAM) Storm Cat...... by Storm Bird...... AROHA CAT...... Tale of the Cat (USA)...... Yarn...... by Mr. Prospector ...... 2009 Anabaa (USA)...... by Danzig...... Anamour...... Humour (Ire)...... by Sadler's Wells...... CHOISIR (AUS) (Chestnut 1999-Stud 2003). 7 wins-3 at 2, VRC Lightning S., Gr.1. Sire of 1675 rnrs, 1097 wnrs, 95 SW, inc. Olympic Glory (Longchamp Prix Jean-Luc Lagardere, Gr.1), Starspangledbanner, The Mission, Obviously, Sacred Choice, Historian, Choice Bro, The Last Lion, Japonisme, Divine Prophet, Kushadasi, Sir Moments, Dreamscape, Hurried Choice, Glory Awaits, Secret Weapon, Celtic Dancer, Stimulation, Music Bay, Rajasinghe, Chandlery, etc.

1st Dam AROHA CAT, by Tale of the Cat (USA). Winner at 1450m. This is her fourth foal. Dam of 2 foals to race, both winners- Hinchpin (g by Hinchinbrook) Winner at 2 in 2018-19, 2d SAJC Sires' Produce S., Gr.3. Aroha Diamond (f by Dream Ahead (USA)) Winner at 1200m in 2018-19. 2nd Dam ANAMOUR, by Anabaa (USA). Unraced. Half-sister to FATAL ATTRACTION, HAPPY MORNING, Seton Hall - Banker (Mac.), Berlin Tango (dam of EN LAUDER). Dam of 6 named foals, 4 to race, 2 winners, inc:- Space Invader. 5 wins from 1300m to 2200m, A$109,189, 2d BRC Optus Brisbane H., 3d Ipswich TC Miners Federation Centenary Cup. Aroha Cat. Winner. See above. 3rd Dam HUMOUR (IRE), by Sadler's Wells. Placed in GB. Half-sister to DANASINGA, TRACY'S ELEMENT (dam of TYPHOON TRACY, RED ELEMENT), TOPASANNAH, CULLEN, TOWKAY, Urge to Merge (dam of MASTER OF DESIGN, SUNTAGONAL), Scribbling (dam of PERANA, PRINCE OF WAR, PRINCE ARTHUR). Dam of 15 foals, 11 to race, 7 winners, inc:- HAPPY MORNING (g Danehill) 6 wins-1 at 2-to 1500m, A$220,800, M$1,712,050 in Aust. and Macau, SAJC Breeders' S., Gr.2, MVRC Merry Christmas H., Macau Faisalabad H., Dresden H., Macau Classic Trial, 2d VATC Rancher S., Macau ATV Cup, VRC Winter Championship Heat, MVRC Hip Flask H., 3d VRC Sires' Produce S., Gr.1, Macau Derby, Macau Guineas, 4th MVRC Alister Clark S., Gr.2. FATAL ATTRACTION (f Zabeel) Winner at 2400m, A$159,350, Western Australian Oaks, Gr.2, 2d WATC Derby, Gr.1, 4th WATC Sheila Gwynne S., L. Dam of- Mystic Hour. 4 wins from 1300m to 2200m, A$103,112, WATC BMW Group Australia H., Westspeed 3YO H., 4th WATC Belmont Classic, L. Dam of- AWAKEN (f Dream Ahead) 2 wins at 1400m, 1800m, A$104,175, WATC Ascot One Thousand Guineas, L, 3d WATC Lavazza H. Seton Hall - Banker (Mac.) (g Dehere) 7 wins-1 at 2-from 1100m to 1600m, A$18,430, S$389,300, M$582,450 in Aust., Singapore and Macau, Singapore TC Open H., Benchmark 97 H., Class 3 H.-twice, 2d Singapore TC Class 2 H.-twice, Benchmark 100 H., Class 2 H., Class 3 H.- 4 times, 3d Singapore TC EW Barker Trophy, L, Class 1 H., VATC Hurricane Sky 2YO H., Singapore TC Class 2 H., Class 2 H.-twice, Benchmark 97 H., Class 3 H. Taj. 7 wins from 1100m to 1600m, QTC Cockatoo Ridge H., Veil Kingdom H., Singapore TC Benchmark 40 H., Benchmark 48 H., 2d BTC Norm BROWN COLT Foaled 12th October 2017) Encosta de Lago...... Fairy King ...... Northern Meteor ...... (SIRE) Explosive...... Fappiano ...... FIGHTING SUN...... Ivory's Irish ...... Best Western...... Irish Darling...... Sandy Darling...... Geiger Counter ...... Seeking the Gold...... Mr. Prospector...... (DAM) Secret Savings ...... Jurisdictional...... Damascus...... RAKS MCLAREN ...... Traditionally ...... Mr. Prospector...... 2008 Raks Belaadi ...... Fonda Dancing ...... Suave Dancer ...... FIGHTING SUN (AUS) (Bay 2011-Stud 2014). 2 wins at 2, ATC Canonbury S., L. Out of SW Irish Darling. Sire of SW Chess Star (MVRC Valley Pearl, L), SP Platinum Mam'selle and of Fighting Harada, Fighting Dragon, Kashiwa, Miocic, Magic Sunset, Miss Scorcher, Fast Stepping, Fighting Phoenix, Luen on Fortune, Aurora Sunset, Empire Legend, Kung Fu Fighter, Me Cabo, Meteor Rising, Naduri, Newhart, Spartan Flame, Sunfighter, True Finesse, etc. His oldest progeny are 3YOs.

1st Dam RAKS MCLAREN, by Secret Savings (USA). 4 wins to 1100m, SAJC Darley H., Adelaide Galvanising H., 2d SAJC Pura Milk H., Tattsbet H., Sportingbet H., Dominant H. This is her second foal. Her first foal is a 2YO. 2nd Dam RAKS BELAADI, by Traditionally (USA). Placed at 2, 3d STC 87 Days 'til Gold Slipper 2YO P. Dam of 3 foals, all winners- Raks McLaren. 4 wins. See above. Tom Raks. 3 wins to 1200m. Jet Set. 2 wins at 1000m, 1100m, Singapore TC Class 5 H.-twice, 2d Singapore TC Class 5 H.-twice, 3d Singapore TC Big Maverick S., Class 5 H. 3rd Dam FONDA DANCING, by Suave Dancer (USA). Winner at 1000m. Dam of 6 foals, 5 to race, 3 winners, inc:- Washed. 5 wins at 1200m. Fonda de Lucre. 5 wins at 900m, 1000m. Siena Eagle. Winner at 1000m in Macau. Raks Belaadi. See above. 4th Dam LA FONDA (IRE), by Thatching. Raced twice. Dam of 7 named foals, 5 to race, all winners, inc:- Tarot Star - Best Dynasty (Mac.) (Final Card). 9 wins-3 at 2-from 1000m to 1800m, A$128,420, M$2,384,250 in Aust. and Macau, Macau Bombay H., 2d MVRC CS Hayes S., Gr.3, Mitchell McKenzie S., L. Chim-Chimeny. 5 wins from 1400m to 2400m, A$82,840, WATC Apprentices' Cup. Boswald. 5 wins to 1200m. Purple Sands. 2 wins at 1100m, 1200m. Fonda Dancing. Winner. See above. 5th Dam MAKE PLANS, by Go Marching. Unplaced. Dam of 18 foals, 15 to race, 10 winners, inc:- SAYF EL ARAB (Drone). 4 wins-2 at 2-at 5f, 6f, Royal Ascot King's Stand S., Gr.1, 2d Phoenix Sprint S., Gr.3, Sandown National S., L, Lingfield Leisure S., L, Ripon Champion 2YO Trophy, L, 3d Royal Ascot King's Stand S., Gr.1, 4th Doncaster Flying Childers S., Gr.2, York Gimcrack S., Gr.2. Sire. MONDE BLEU (Last Tycoon (Ire)). 5 wins to 1300m in GB, France and U.S.A, Chantilly Prix du Gros-Chene, Gr.2, Deauville Prix de Meautry, Gr.3, Newmarket Palace House S., Gr.3, 2d Chantilly Prix du Gros-Chene, Gr.2, Longchamp Prix de Saint-Georges, Gr.3, Hoppegarten Grosser Preis von Berlin, Gr.3, Maisons-Laffitte Prix de Seine-et-Oise, Gr.3, Longchamp Prix du Pin, L, Evry Prix Servanne, L, 3d Prix de l'Abbaye de Longchamp, Gr.1. Sire. BESTPLAN (Try My Best). 11 wins-4 at 2-to 1400m in GB and Malaysia, Haydock Field Marshal S., L, Perak TC Sultan's Gold Vase, L, Selangor TC Yang Di-Pertuan Agong Gold Cup, L-twice, 3d Perak TC Sultan's Gold Vase, L. Black Saturn. 5 wins at 1m in U.S.A. Mondial. 3 wins from 1800m to 2350m in France. Second Dawn. 2 wins at 1m in U.S.A. Movita. Winner at 2 in U.S.A. Dam of- SLY SILK (On the Sly). 7 wins-5 at 2, Thistledown Juvenile S., L, Darby Downs Sweet Audrey S., L. Fleur S. Unplaced. Dam of- Head East (Gone West). 6 wins, 3d Belmont Ruffian H., Gr.1. Dam of- WILD SHOUT (Rahy). 7 wins-1 at 2-at 1150m, 1200m, 177,348,000¥, Chukyo TV Aichi Open, L, 2d Chukyo TV Aichi Open, L. MERCHANT MARINE (Tiznow). 5 wins from 7f to 8½f, US$305,750, Belmont Devil Diver S., L, 3d Belmont Jockey Club Gold Cup, Gr.1. Angel Lips. 8 wins from 6f to 8½f in U.S.A. Dam of- SPANISH MARKET (Marquetry). 10 wins-4 at 2-from 5f to 8½f in Puerto Rico, Camarero Clasico Agustin Mercado Reveron, L, 2d Camarero Clasico Fantico Hipico, L. Stella's Flower. 4 wins from 6½f to 8½f in U.S.A. Dam of- BROWN BOY (Deep Gold). Winner at 2, Albuquerque George Maloof Futurity, L. Eagle's Landed. Winner at 2 in GB. Mysterious Plans. Winner at 2100m in France. Dam of- Divine Secret. Unraced. Dam of- AOIFE ALAINN (Dr Fong (USA)). Champion 3YO in Italy in 2010 (1900m-2200m). 5 wins from 1500m to 2000m, €259,806, Rome Premio Lydia Tesio, Gr.1, Milan Premio Alberto Zanoletti di Rozzano, L, Premio BROWN COLT Foaled 21st September 2017) Encosta de Lago...... Fairy King ...... Northern Meteor ...... (SIRE) Explosive...... Fappiano ...... EUROZONE ...... Don't Say Halo ...... Halo ...... Miss Vandal...... Zabatac...... Zabaleta ...... Brave Warrior...... Cossack Warrior...... (DAM) Show a Heart...... Miss Sandman...... Regal Advice...... SHOW ME LOVE...... St Covet ...... Covetous ...... 2005 God Love It...... Lyphard's Lady ...... Lyphard...... EUROZONE (AUS) (Chestnut 2010-Stud 2014). 4 wins-2 at 2-from 1100m to 1500m, A$476,080, ATC Stan Fox S., Gr.2. Half-brother to SW Miss Marielle. Sire of SW Krone (SAJC Cinderella S., L), Mystery Love and of J'Adore, Megazone, Pizonie, Love Squirrels, Lundagin Mo Baby, McCormack, Moore Euros, Brittex, Diplomatic Measure, Euroblaze, Eurogem, Eurosay, Flight Zone, Genoa, Heart Zone, In Her Zone, King Alfonso, Masterbrax, Wentworth, etc. His oldest progeny are 3YOs.

1st Dam SHOW ME LOVE, by Show a Heart. Unraced. This is her fifth live foal. Dam of four foals to race, three winners- Just Dylan (g. by Dylan Thomas (Ire)). 4 wins from 1600m to 2100m, A$99,515, to 2018-19. Showminder (g. by So You Think (NZ)). 3 wins-1 at 2-to 1500m to 2018-19. You Gotta Love It (f. by Lonhro). Winner at 1250m. No Greater Love (f. by So You Think (NZ)). Placed in 2018-19. 2nd Dam GOD LOVE IT, by St Covet. Winner at 1100m. Dam of 10 named foals, 8 to race, 7 winners, inc:- MIMI LEBROCK (Show a Heart). 5 wins-2 at 2-to 1400m, A$1,152,095, MRC Tristarc S., Gr.2, VRC Let's Elope S., Gr.3, GCTC Magic Millions 2YO Classic S., RL, STC Sheraco S., L, Winning Edge Presentations 2YO H., 2d AJC San Domenico S., Gr.3, MRC WW Cockram S., Gr.3, STC Theraces.com.au 2YO H., 3d VRC Emirates S., Gr.1, Myer Classic, Gr.1, AJC Surround S., Gr.2, 4th STC Queen of the Turf S., Gr.1. Producer. SHOKO (Sebring). 3 wins at 1400m, 1600m, A$155,450, in 2018-19, MVRC Tesio S., Gr.3, MRC Ladbrokes Info Hub H., 2d MRC Punters Living Legends H., Ladbrokes Multiverse H. HEAVENLY THOUGHT (So You Think (NZ)). 3 wins from 1300m to 2200m, A$265,696, in 2017-18, BRC Grand Prix S., Gr.3, MRC Ladbrokes Info Hub H., Polytrack P., 2d BRC Queensland Derby, Gr.1. Loveitt. 2 wins at 1200m, 1400m, A$92,165, MRC Hyland Race Colours H., 2d ATC McGrath Estate Agents H., 3d VRC Hollywood Nails H., 4th GCTC Vo Rogue P., Gr.3. Gentlemen. Winner at 1800m, HKJC Silvermine Bay H., 2d HKJC Dengshikou H., 3d HKJC Sha Tin Park H. Divine Luck. 6 wins from 1300m to 1650m, 3d MRC Thomas North 2YO P. Forgiveness. Winner at 1500m. St Alwyn. Placed at 3 in 2019, 2d Singapore TC Countofmontecristo S. 3rd Dam Lyphard's Lady (USA), by Lyphard. 2 wins at 1600m, 1700m, Maisons-Laffitte Prix Corteira, 2d Longchamp Prix de Saint-Cyr, L, Pleasanton Alameda County Fillies & Mares H., L, Evry Prix de Montbaissier S., Maisons-Laffitte Prix Amandine S., 3d Solano James Wiggins H., L. Dam of 10 named foals, 9 to race, 7 winners, inc:- LORD SREVA (Vaguely Noble). 4 wins, Hawthorne Breeders' Cup H., Gr.3. Renge (Generous). 3 wins from 9f to 11f, Curragh Fillies' H., 2d Leopardstown Glencairn S., L, Down Royal Ulster Harp Derby, L. Producer. King Lyphard. 11 wins from 1200m to 2550m, A$122,240, QTC Bernborough Club H., 2d QTC Osmunda H. Caroline Lady. Winner at 2400m, Saint-Cloud Prix Flossie. Dam of- Carollan. Placed at 3 in GB. Dam of- MARINE COMMANDO (Pastoral Pursuits). 3 wins-2 at 2-at 5f, Royal Ascot Windsor Castle S., L, Haydock Lester Piggott Start to Finish H., 2d Doncaster Elements Medispa H. Lord of Desert. 13 wins from 1300m to 1700m in Japan. Lyphard's Dance. 4 wins from 2100m to 2900m in France. Producer. God Love It. Winner. See above. Noble Lyphard. Placed in U.S.A. Sire. Bolishoi Stage. Placed in France. 4th Dam MISS FRANCESCA, by Raise a Native. 4 wins-2 at 2, Del Mar San Clemente S., L, 2d Hollywood Park Leimert S., L, Santa Anita La Centinela S., L, 3d Santa Anita Santa Ynez S., Gr.3, Del Mar Oaks, Gr.3, Santa Anita Santa Ysabel S., L. Dam of 14 foals, 10 to race, 8 winners, inc:- Chambolle (Slewpy). 4 wins, 3d Finger Lakes Farmington H., L. Producer. Lyphard's Lady (Lyphard). 2 wins. See above. Miss Vigors. 4 wins in France. Miss Cenyak. Winner at 6½f in U.S.A. Dam of- AFFORDABLE PRICE (Drouilly). 3 wins-1 at 2, Del Mar Torrey Pines S., L, 2d Hollywood Park Railbird S., Gr.2. Dam of- BUY THE BARREL (E Dubai). 7 wins from 6f to 8½f, US$339,740, Pimlico Allaire Dupont Distaff S., Gr.2, Oaklawn Park Bayakoa S., L, Sam Houston Park Sam Houston Distaff S., L, 2d Delaware Park Ghost & Goblins S., L. MOORE'S FLAT (High Brite). 13 wins from 1m to 11f, US$434,063, Fairplex Phil D Shepherd S., L, 2d Hollywood Park Mervyn LeRoy H., Gr.2. LADY SKYWALKER (Skywalker). 8 wins, US$215,326, Dueling Grounds Rachel Jackson H., L, 3d Louisiana Downs River Cities H., Gr.3. Dam of- FISHY ADVICE (Woodman). 8 wins from 1m to 9f, US$505,850, Aqueduct Knickerbocker H., Gr.3, Delaware Park Caesar Rodney S., L, 2d Aqueduct Knickerbocker H., Gr.3, 3d Gulfstream Park Palm Beach S., Gr.3. BAY FILLY Foaled 28th October 2017) Octagonal...... Zabeel ...... Lonhro...... (SIRE) Shadea...... Straight Strike...... EXOSPHERE...... Danzero ...... Danehill...... Altitude...... Highest ...... Marscay...... Danehill...... Danzig...... (DAM) Rock of Gibraltar ...... Offshore Boom...... Be My Guest...... TIPSY LANE ...... Pre Catelan...... Lunchtime ...... 2004 Pretext...... Niandrea Kay...... Abridge Member...... EXOSPHERE (AUS) (Bay 2012-Stud Aust. 2016, France 2017). 5 wins-2 at 2-from 1000m to 1400m, A$1,091,600, ATC Golden Rose S., Gr.1, Roman Consul S., Gr.2, Skyline S., Gr.2, Run to the Rose H., Gr.2, 4th VRC Coolmore Stud S., Gr.1, Lightning S., Gr.1. Grandson of SP Highest, a half-sister to SW Tell Me Straight (WATC Belgravia S., L) and SW Vibrant Virgo. Closely related to SW Destino, SW Genuine Girl, SW Impressing Matters, etc. His oldest progeny are yearlings.

1st Dam TIPSY LANE, by Rock of Gibraltar (Ire). Winner at 1250m. This is her sixth foal. Her fifth foal is a yearling. Dam of three foals to race. 2nd Dam PRETEXT (NZ), by Pre Catelan. Unraced. Dam of 12 foals, 10 to race, 9 winners, inc:- SELF FLIT (Cicerao (Ire)). 5 wins at 1400m, 1600m, HK$13,196,050, Hong Kong Classic Mile, L, HKJC Sha Tin Trophy, L, Beijing H., Success Partners H., Macwhinnie Cup, 2d Hong Kong Derby, L, 3d HKJC Chairman's Trophy, L. Quick Speed (Just a Dancer). 3 wins from 1800m to 2200m, A$1,250, HK$2,334,700, HKJC Jaffe H., Kung Hei H., Ngau Chi Wan H., 2d HKJC Queen Mother's Cup, L, Tseung Kwan O H., St George's Challenge Cup. Soaring Angel. 2 wins at 1650m, 1800m, HKJC Shek Kip Mei H., Pottinger Peak H., 2d HKJC Southorn H., Murray H. Red Monarch. 6 wins at 1200m, 1400m, A$76,350, 2d WATC Official Receiver H., 3d WATC Ozbet.com.au H., Flexi Trifecta H. Concealment. 3 wins from 1600m to 2100m. Kluger. Winner at 1300m. Battle Line. Winner at 1300m. Producer. Tipsy Lane. Winner. See above. Beaumont Express. Winner at 1100m. 3rd Dam NIANDREA KAY, by Abridge Member (GB). Raced once. Dam of 13 foals, 11 to race, 7 winners, inc:- BUNDY LAD (Karioi Lad). 10 wins-5 at 2-from 800m to 1600m, NZ$110,275, A$340,500, MVRC Bill Stutt S., Gr.2, VATC JJ Liston S., Gr.2, Memsie S., Gr.2, Wanganui Guineas, L, Waikato RC Foxbridge P., L, Whangarei RC Auckland Thoroughbred Breeders' P., L, ARC Parnell H., Monarchs American Football 2YO H., Avondale JC Natural Juvenile S., 2d STC Phar Lap S., Gr.2, Cambridge Breeders' S., Gr.3, ARC Welcome S., L, BATC Doomben Classic, L. Small Chance. 15 wins from 1300m to 2600m, NZ$12,100, A$156,940, MVRC BBA Our Poetic Prince H., 4th Darwin Cup, L. Sir Callaghan. 4 wins-3 at 2-from 1100m to 2200m, ARC Woman's Weekly Breeders' P.H., Parnell H., Avondale JC Liquor King Welter H., 4th ARC Great Northern Guineas, Gr.2. Rascal. 6 wins-1 at 2-from 1300m to 2000m, 2d WATC Jason Walkerden H., 3d AJC Campbelltown H., QTC Tod Maid H., STC Yagoona H. Horizon Tower. 3 wins at 1100m, 1200m, 2d VATC Regular Bachelor H., 3d VATC El Golea H. Princess Renee. 2 wins at 1650m, 2200m, 3d QTC Hilton H., Double Team H. Dam of- ROYAL COMMANDS (Commands). 3 wins from 1200m to 2100m, A$167,513, MRC Ladies Day Vase, L, Samson H., Perfect Bliss H., 2d MVRC Gillies Famous Pies Country Cup, 3d VRC AGL Renewable Energy Trophy H. Danzing. Winner at 1600m in NZ. Zico. Placed. Six of the Best. Placed at 3. Pretext. See above. 4th Dam RAINBOW LASS, by Five Arrows (GB). Unraced. Dam of 3 named foals, all raced, inc:- Quality Lass. 3 wins from 1200m to 2050m in NZ. Niandrea Kay. See above. 5th Dam COUNTRY STYLE, by Copenhagen II (GB). 3 wins at 7f, 11f in NZ. Dam of 6 named foals, 3 to race, all winners, inc:- Divine Style. 5 wins to 1400m, WRC Waterloo H. Producer. Footprints. 4 wins from 2000m to 2400m, WRC Porirua Club Lifemembers H. Sovereign Style. Winner at 1150m. 6th Dam CONATA, by Wedgwood (GB). Winner at 6¼f in NZ. Dam of 9 named foals, 6 to race, 5 winners, inc:- BALLUX (Bally Royal (GB)). Third on The 1971-72 2YO Free H. 3 wins at 2, ARC Welcome S., L, Sapling S.H., Waikato RC Junior H. Country Style. 3 wins. See above. Bally Lucky. 2 wins at 1200m, 2000m in NZ. Beach Boy. Winner at 7f in NZ. Dionysus. Winner at 2 in NZ. Vosper. Placed. CHESTNUT FILLY Foaled 22nd September 2015) Soviet Star...... Nureyev...... Starcraft...... (SIRE) Flying Floozie...... Pompeii Court...... STAR WITNESS ...... Lion Hunter ...... Danehill...... Leone Chiara...... Chiara ...... Last Tycoon...... Danehill Dancer...... Danehill...... (DAM) Choisir ...... Great Selection...... Lunchtime ...... COOPER'S GIRL ...... Lujain...... Seeking the Gold ...... 2009 Little 'n' Cute...... National Song...... Vain...... STAR WITNESS (AUS) (Chestnut 2007-Stud 2011). 4 wins-3 at 2, VRC Coolmore Stud S., Gr.1. Sire of 326 rnrs, 188 wnrs, 14 SW, inc. Global Glamour (ATC Flight S., Gr.1), Star Turn, Mella Maria, Fuhryk, Graff, Crown Witness, Stellar Collision, Our Crown Mistress, Lord Balmoral, Lycurgus, Magic Alibi, Pearl Star, The Barrister - High Volatility (H.K.), Well Sprung, SP Kimberley Star, Serenade, Berkshire Lady, She's Our Star, Alta Stella, etc.

1st Dam COOPER'S GIRL, by Choisir. 2 wins at 1000m, 1200m. This is her first foal. 2nd Dam LITTLE 'N' CUTE, by Lujain (USA). Unplaced. Dam of 7 named foals, all raced, 4 winners, inc:- Jorgeus. 5 wins to 1400m, A$99,985, to 2017-18. Nusadarah. 3 wins from 1600m to 2200m. En Piste. 2 wins at 1200m. Cooper's Girl. 2 wins. See above. 3rd Dam NATIONAL SONG, by Vain. Raced once. Dam of 15 foals, 10 to race, 8 winners, inc:- Gold Anthem (Made of Gold (USA)). 2 wins at 2, SAJC Yalumba Wines 2YO Dash H., 2d SAJC Balcrest S., L, Redding H., 3d SAJC Zonta Adelaide 2YO H. Dam of- STARSPANGLEDBANNER (Choisir). Champion Sprinter in Europe, GB & Ireland in 2010. Champion Sprinter in Australia in 2009-10 & Aust-Bred International Sprinter in 2009-10. 7 wins-1 at 2-from 1000m to 1600m, £544,645, €12,125, A$1,326,875, Royal Ascot Golden Jubilee S., Gr.1, Newmarket July Cup, Gr.1, MRC Caulfield Guineas, Gr.1, Oakleigh P., Gr.1, HDF McNeil S., Gr.3, Vain S., L, MVRC Inglis Juvenile P., 2d York Nunthorpe S., Gr.1, Curragh Renaissance S., Gr.3, VRC Festival of Racing S., L, 3d VRC Newmarket H., Gr.1, MRC Blue Diamond Prelude (c&g), Gr.3, 4th VRC Lightning S., Gr.1, MRC Caulfield Guineas Prelude, Gr.3, Dundalk Mercury S., L. Sire. Gold Chant (El Moxie (USA)). 5 wins-1 at 2-at 1000m, 1200m, A$129,520, MRC Kenmark H., VRC Lord Nelson H., MVRC Mirvac H., 3d SAJC Dermody S., L. Dam of- AMICUS (Fastnet Rock). 5 wins-1 at 2-from 1150m to 1600m, A$809,485, MRC Thousand Guineas, Gr.1, VRC Let's Elope S., Gr.2, ATC Breeders Classic, Gr.2, Toy Show H., Gr.3, Hyland Race Colours 2YO P., 2d MRC Thousand Guineas Prelude, Gr.2, The Cove Hotel H., 3d ATC Emancipation S., Gr.2, TAB Early Quaddie P., Big Sports Breakfast 2YO P., 4th ATC Coolmore Classic, Gr.1, VRC Myer Classic, Gr.1, ATC Surround S., Gr.2. Thumb Prints. 8 wins to 1100m, A$126,954, STC Hyland Race Colours H., 2d SAJC Carbine Club H., Yallambee Stud H., Boxing Day at ASPM H. Pacific Gold. 7 wins to 1400m, A$7,160, 119,352Rgt., S$272,985 in Malaysia and Singapore, Penang TC Penang Turf Club Special S., 2d Singapore TC Kranji B S., Kranji C S., 3d Singapore TC Kranji A S. Ingenious Star. 2 wins at 1000m, 1100m, Singapore TC Class 3 H., 2d Singapore TC Class 3 H., 3d SAJC Campo Catino H., Singapore TC Graduation H. Agnes Flash. 4 wins to 1400m in Japan. Matildare. 3 wins to 1200m. Gold Fair. Winner at 1050m. Elldarragh. Winner at 1200m. Circles of Ice. Unraced. Dam of- TAGINE (Last Tycoon (Ire)). 3 wins-1 at 2-from 1200m to 1600m, A$140,050, TRC One Thousand Guineas, L, MVRC Melbourne Commercial Trophy H., 2d SAJC Cinderella S., L, TRC Strutt S., L, 4th SAJC South Australian S., L. MARCADO (Choisir). Winner at 2, A$92,900, VRC Talindert S., L, 3d VRC Sires' Produce S., Gr.2. 4th Dam OLYMPIC AIM (NZ), by Zamazaan (Fr). 4 wins from 1850m to 2100m. Dam of 8 foals, all raced, 6 winners, inc:- CIRCLES OF GOLD (Marscay). Joint third top filly on The 1994-95 Australasian 3YO Classification. 6 wins from 1200m to 2400m, A$936,835, AJC Australian Oaks, Gr.1, Adrian Knox S., Gr.3, VATC Coongy H., Gr.3, SAJC Ansett Australia S., L, AJC Claymore H., 2d VATC Caulfield Cup, Gr.1, WATC Fruit 'n' Veg S., Gr.1, Queensland Oaks, Gr.1, VATC TS Carlyon Cup, Gr.2, Summoned S., L, 3d VATC CF Orr S., Gr.1, AJC Apollo S., Gr.2, VATC Sandown Cup, Gr.2, Eclipse S., L. Dam of- ELVSTROEM (Danehill (USA)). Champion older horse in Australia in 2005. Champion Older Miler in UAE in 2005. 10 wins-1 at 2-from 1300m to 2500m, £49,950, € 68,560, A$3,916,600, 4,416,000Dhs in Aust. and U.A.E, Victoria Derby, Gr.1, MRC Caulfield Cup, Gr.1, Underwood S., Gr.1, CF Orr S., Gr.1, Nad al Sheba Dubai Duty Free S., Gr.1, VRC Turnbull S., Gr.2, MRC St George S., Gr.2, Autumn Classic, Gr.2, 2d Longchamp Prix d'Ispahan, Gr.1, 3d VRC Australian Cup, Gr.1, York Prince of Wales's S., Gr.1, STC Rosehill Guineas, Gr.1. Sire. HARADASUN (Fusaichi Pegasus (USA)). Champion Australian 3YO Colt in 2007. Champion Older Male Miler in GB & Ireland in 2008. 7 wins-1 at 2-from 1100m to 1600m, £157,398, A$2,376,350, AJC Doncaster H., Gr.1, Royal Ascot Queen Anne S., Gr.1, STC George Ryder S., Gr.1, MRC Vain S., L, 2d AJC Queen Elizabeth S., Gr.1, MVRC Dato' Tan Chin Nam S., Gr.2, MRC Memsie S., Gr.2, HDF McNeil S., Gr.3, Schweppervescence Cup, Gr.3, Bletchingly S., Gr.3, 3d MVRC WS Cox P., Gr.1, VRC Turnbull S., Gr.1. Sire. BAY OR BROWN FILLY Foaled 30th August 2017) Roberto...... Hail to Reason ...... Red Ransom ...... (SIRE) Arabia ...... Damascus...... ALL AMERICAN ...... Strawberry Road ...... Whiskey Road...... Milva...... Tersa...... Mr. Prospector...... Redoute's Choice...... Danehill ...... (DAM) Beneteau...... Slice of Paradise ...... Encosta de Lago ...... CARIBBEAN GIRL ...... Rory's Jester...... Crown Jester ...... 2012 Girl Like You...... Swell Time Girl ...... Niccolo Polo...... ALL AMERICAN (AUS) (Brown 2005-Stud 2010). 4 wins-3 at 2, VRC Emirates S., Gr.1. Sire of 290 rnrs, 145 wnrs, inc. SW Yankee Rose (ATC Sires' Produce S, Gr.1), Dark Dream, Bachman, Zebulon, America Mon Amie, SP Crockett, American Genius, Sam's Image, All Out of Love, Rampage, Tender and of Looks Like Elvis, Phelps Glory, Green Card, Invisible, Lady Trickster, Iowa, Kurnel Jaxon, Chicago Nights, Elusive State, Kawaikini, Yankee Express, etc.

1st Dam CARIBBEAN GIRL, by Beneteau. Unplaced. This is her first foal. 2nd Dam GIRL LIKE YOU, by Rory's Jester. Unplaced. Dam of 8 named foals, 6 to race, 3 winners, inc:- Seattle Lass (Fraar (USA)). 3 wins-2 at 2-to 1200m, A$157,310, MVRC Timbercorp P., SAJC Allan Scott Park Morphettville 2YO H., Garfield at Boxing Day 2YO P., 2d MRC Broadbridge H., 3d SAJC South Australia S., L, North East Isuzu H. Producer. Military Fresh. Winner at 1100m in NZ. Maynoona. Winner at 2 in South Africa. Kissengarni. Placed. 3rd Dam SWELL TIME GIRL, by Niccolo Polo (USA). 2 wins at 1600m, 2200m, Geelong RC Oaks Trial S., L, 3d VATC So Called H. Dam of 8 named foals, all raced, 6 winners, inc:- Miss Broadway (General Nediym). Winner at 1350m, 3d MRC Debutant S., L. Producer. Charlie's Chance. 2 wins at 1150m, 1200m, 2d MVRC Winning Edge Presentations H. Beat to Quarters. 6 wins at 1200m, 1400m, S$208,484, Singapore TC Class 5 H.-3 times, Benchmark 53 H., 2d Singapore TC Class 5 H.-3 times, 3d Singapore TC Dreyfuss S.-twice. Anuthabaa. 2 wins at 1600m, 1800m in South Africa. Snowflower. 2 wins at 1100m, 1500m. Producer. Snip of a Girl. 2 wins at 1300m, 1600m. 4th Dam PARAPARAP, by Manihi. 4 wins from 1200m to 2000m, VATC Easter Cup, Gr.3, Cendrillion H., 2d VRC Frances Tressady S., Gr.3, VATC Catanach's H., L, VRC Great Western H., L. Dam of 11 foals, 8 to race, 7 winners, inc:- POWER AND GLORY (Papal Power (USA)). 5 wins-1 at 2-at 1100m, 1200m, A$131,475, VATC Autumn Sprint H., L, Monash International H., VRC Lavazza Sprint H., 2d VRC Standish H., Gr.3. SWELL TIME GIRL (Niccolo Polo (USA)). 2 wins. See above. Girl on the Run. 4 wins-2 at 2-at 1000m, VATC Bundeera H. Dam of- NICK ON THE RUN (Niccolo Polo (USA)). 5 wins-1 at 2-from 1000m to 1600m, A$118,940, VATC Autumn S., Gr.3, MVRC Strathayr Track H., VATC Rawdon H., 3d VATC Sandown S., Gr.3. Dance Parade. Winner at 1000m, 2d MVRC Seradeka H., 3d VATC Australia's Own P.H. Dam of- SECOND TIME LUCKY (Any Suggestion). 3 wins-1 at 2-to 1200m, NZ$99,010, A$7,675, CJC Welcome S., L, 2d CJC Champagne S., L. That's a Rap. 4 wins to 1500m, MRC Journal H., Magic Ruler H. Newland Avenue. 4 wins from 2050m to 3800m, A$94,575, MVRC Grand Final Eve Night Meeting H., 2d MVRC Hairhouse Warehouse H. Right Ready. 9 wins to 1250m, 3d BATC Sunshine Pharmacies H. Parapug. Winner at 1000m. Slipaway Girl. Placed. Producer. 5th Dam RENOUNCE, by Mironton (GB). Raced twice. Dam of 10 foals, 9 to race, 5 winners, inc:- PARAPARAP (Manihi). 4 wins. See above. Reniller. 6 wins from 1200m to 1600m. Nuntiare. 4 wins from 1400m to 2050m. Para Perfect. 2 wins at 1200m, 1400m. Producer. Air Martial. Winner at 1400m. 6th Dam REQUESTED, by Natural Bid (USA). Winner at 7f. Dam of 9 foals, all raced, 7 winners, inc:- Reckon I'm a Man. 2 wins at 1400m, 1600m, AJC Grand Fils H. Sire. Revised Bid. 3 wins to 1000m. Producer. Herald of Poseidon. 2 wins at 1850m, 2000m. By Request. 2 wins at 1600m. Reassert. Winner at 2300m. Reckon It's Mine. Winner at 2, 2d VATC HA Currie H. Requesident. Winner at 1300m. Renounce. See above. BAY COLT Foaled 13th November 2016) Fairy King...... Northern Dancer...... Encosta de Lago ...... (SIRE) Shoal Creek...... Star Way ...... RUBICK ...... Rock of Gibraltar ...... Danehill ...... Sliding Cube...... Shantha's Choice...... Canny Lad ...... Biscay ...... Star Kingdom...... (DAM) Marscay...... Heart of Market...... To Market...... FINE SOCIETY...... Precocious...... Mummy's Pet...... 1999 Early Song ...... Magic Flute...... Tudor Melody ...... RUBICK (AUS) (Bay 2011-Stud 2015). 3 wins-2 at 2-at 1000m, 1100m, A$379,500, MRC Schillaci S., Gr.2, Blue Diamond Prelude (c&g), Gr.3, ATC TAB Iphone App 2YO P., 3d ATC Challenge S., Gr.2, 4th MRC Blue Diamond S., Gr.1. Out of SW Sliding Cube (AJC San Domenico S., Gr.3), a three-quarter sister to SW Redoute’s Choice and SW Platinum Scissors, a half-sister to SW Manhattan Rain and SW Echoes of Heaven. His oldest progeny are 2YOs.

1st Dam FINE SOCIETY, by Marscay. 3 wins-1 at 2-from 1200m to 1900m, A$336,280, STC Canterbury Guineas, Gr.1, Theraces.com.au H., MRC Hurricane Sky 2YO H., 2d Gosford Guineas, L, 3d AJC Fuji Xerox H. This is her tenth foal. Her ninth foal is a 2YO. Dam of eight foals to race, seven winners, inc:- Define (f. by Lonhro). 3 wins to 1400m, A$171,835, ATC Australian Turf Club H., Become an ATC Sponsor H., Ipswich TC K&R Plumbing Supplies H., 2d ATC Phar Lap S., Gr.2, TAB Iphone App P. Political Playboy (g. by Dehere (USA)). 7 wins from 1600m to 1900m, R455,800, Fairview Pinnacle S., Soccer 6 S., Kenilworth Complimentary Snacks After Racing H., 2d Fairview Soccer 10 H., All to Come P., 3d Fairview 1800, Fairview Pinnacle S., Kenilworth Diarise Leg 3 of the Winter Series H. Elms (g. by Zabeel). 7 wins from 1500m to 3200m, A$108,617, 3d MRC Sportingbet H., Belinda Holt Turns 50 H., MVRC Winning Edge H. Dane Slugger (g. by Dane Shadow). 3 wins-1 at 2-to 1400m to 2017-18, 3d ATC Anzac Day 2YO H., 4th ATC Inglis Nursery, RL. Haut Ton (f. by Redoute's Choice). 2 wins at 1300m, 2d ATC Myboycharlie at Vinery H., Randwick Betting Auditorium H. Producer. Context (g. by Falbrav (Ire)). 2 wins at 900m, 1200m. Jay Belle (f. by Wanted). Winner at 1200m in 2017-18. 2nd Dam EARLY SONG (GB), by Precocious. Winner at 1m in Austria, 2d Vienna Austrian Oaks. Dam of 9 named foals, 6 to race, 5 winners, inc:- FINE SOCIETY (Marscay). 3 wins. See above. SILVERPOINT (Woodman (USA)). 6 wins-3 at 2-from 1400m to 2450m, R1,493,930, South African Derby, Gr.2, Turffontein Drum Star H., L, Newmarket Citizen Advance P., 2d Greyville Durban July H., Gr.1, Turffontein South African Classic, Gr.1, Gauteng Guineas, Gr.2, London News S., Gr.3, Newmarket PSL Soccer 6 Superior P., Rutherford Advanced P., 3d Turffontein South African Nursery P., Gr.1, Colorado King S., Gr.2, 4th Clairwood Premier's Champion S., Gr.1, Turffontein Dingaans H., Gr.2. Magic of Music (Iglesia). 2 wins at 1250m, 1600m, SAJC Sajc.com.au H., Mortage Choice P., 2d SAJC South Australia S., L, Be Discreet S., L. Domino Effect. Winner at 1200m, 2d AJC Dorothea Mackellar H. Dam of- MADAM GANGSTER (Al Maher). 6 wins to 1400m, A$360,605, MRC WW Cockram S., Gr.3, VRC Frances Tressady S., Gr.3, MRC Ken Sturt H., VRC Gifte H., 2d MRC Chase Hotel H., 4th ATC Emancipation S., Gr.2. Charnwood Song. Winner at 2300m. 3rd Dam MAGIC FLUTE, by Tudor Melody. Second top filly on The 1970 English 2YO Free H. Joint third top filly on The 1971 English 3YO Free H. 5 wins from 5f to 1m, Newmarket Cheveley Park S., Gr.1, Royal Ascot Coronation S., Gr.2, Newbury St Hugh's S., L, York Strensall S., L, 2d Doncaster Royal Palace S., L, 4th The One Thousand Guineas, Gr.1, Ascot Diadem S., Gr.3. Dam of 11 foals, 7 to race, all winners, inc:- LOST CHORD (Busted). 5 wins from 1700m to 2400m, Turffontein H., L, 2d Curragh Gallinule S., Gr.2, Turffontein Transvaal Champion S., Gr.3, 3d Ascot White Rose S., Gr.3. Sire. EAGLING (Nureyev). 3 wins at 1¼m, 11f, Ayr Scottish Derby, L, Haydock Stones Best Bitter H., 2d Newbury John Porter S., Gr.3. Sire. Pamina (Brigadier Gerard). 2 wins at 7f, 1m, Ascot Aimers Coffee S., Newbury Bucklebury S., 2d Deauville Prix des Tourelles, L, 3d Deauville Prix Francois Andre, L. Producer. Don Giovanni. 8 wins-1 at 2- in GB and Switzerland. Queen of Night. 2 wins in GB and U.S.A. Producer. Osiris. Winner at 9f in GB. Early Song. Winner. See above. La Papagena. Unraced. Dam of- GRAND LODGE (Chief's Crown). Head of The 1993 European 2YO Classification. 4 wins-3 at 2-from 6f to 1m, £429,513, Newmarket Dewhurst S., Gr.1, Royal Ascot St James's Palace S., Gr.1, Newmarket Somerville Tattersall S., L, Ascot Granville S., 2d The Two Thousand Guineas, Gr.1, Newmarket Champion S., Gr.1, 3d Leopardstown Irish Champion S., Gr.1, Goodwood Sussex S., Gr.1, 4th Irish Two Thousand Guineas, Gr.1, York International S., Gr.1. Successful sire. LA PERSIANA (Daylami). 5 wins from 1¼m to 10½f, £103,613, € 21,384, Salisbury Upavon S., L, Yarmouth Virginia S., L, 2d Milan Premio Paolo Mezzanotte, Gr.3, York Middleton S., Gr.3, 3d Newmarket Dahlia S., Gr.3. Dam of- QUSHCHI (Encosta de Lago). 4 wins-1 at 2-from 7f to 1½m, Saratoga Waya S., L, Doncaster Unison Your Friend at Work H., 2d Churchill Downs Keertana S., L, 3d Keeneland Bewitch S., Gr.3. BAY FILLY Foaled 12th October 2016) Danehill...... Danzig...... Fastnet Rock...... (SIRE) Piccadilly Circus ...... Royal Academy ...... FOXWEDGE...... Forest Wildcat ...... Storm Cat...... Forest Native ...... Miss Timebank ...... Water Bank ...... Royal Academy...... Nijinsky...... (DAM) Bel Esprit ...... Bespoken ...... Vain...... HER DIAMOND SPIRIT ...... True Hero...... The Minstrel...... 2010 Snow Hero...... Samoan Moon...... Haulpak...... FOXWEDGE (AUS) (Bay 2008-Stud 2012). 5 wins-2 at 2, MVRC William Reid S., Gr.1. Sire of 376 rnrs, 208 wnrs, inc. SW Volpe Veloce (ARC Railway S., Gr.1), Foxplay, Urban Fox, Fox Swift, Hertford Dancer, Infamous Fox, Sadilla, Fox Hall, Kentucky Miss, SP Aristocratic Miss, Into the Abyss, Dyslexic, King of Spades, Seafront, Star Empire, Wedgie, Petition, Volpino, Bocce, Foxtrot Lady, Neola, Sanctimonious, African Rainbow, Albumin, Big Alloy, etc.

1st Dam HER DIAMOND SPIRIT, by Bel Esprit. Winner at 1300m. This is her first foal. 2nd Dam Snow Hero, by True Hero (USA). 7 wins-1 at 2-to 1400m, A$193,855, Hawkesbury RC Princess S., AJC Liquorstax H., STC Swifty Fifty H., 2d BTC Glenlogan Park S., L, STC Millie Fox S., L, Esanda Finance H., 3d STC Queen of the Turf S., Gr.2, AJC Vincent O'Brien H., Emirates P., Geoff Gerard H., STC Onesteel George Ward H., 4th AJC PJ Bell H., L. Dam of 10 named foals, 7 to race, 5 winners, inc:- HVASSTAN (Fastnet Rock). 4 wins from 1700m to 2050m, A$469,735, MRC Norman Robinson S., Gr.3, Le Pine Funerals H., MVRC Drummond Golf H., 2d VRC UCI S., L, Yarra Valley Cup, 4th Victoria Derby, Gr.1, VRC Australian Guineas, Gr.1, BRC Members' H., L, VRC Sofitel H., L. Her Diamond Rock. 2 wins at 1100m, 1400m, A$113,965, MRC Wafex Sovereign P., 2d MRC TMB Printing H., 3d MRC Sportingbet H. Producer. Spirited Hero. 2 wins-1 at 2-at 1000m, 1200m. Miss Snowhawk. Winner at 1200m. Her Diamond Spirit. Winner. See above. Northern Royal. Placed. 3rd Dam SAMOAN MOON, by Haulpak. Raced once. Dam of 6 named foals, 5 to race, all winners, inc:- Snow Hero (True Hero (USA)). 7 wins. See above. Southerly Wind (Zandastar (NZ)). 10 wins from 1200m to 1600m in Malaysia, Penang TC Class 1 H., Singapore TC Tiger Beer Triple Challenge-3 times, Cockpen S., Showgirl V S., 2d Perak TC Class 1 H., 3d Perak TC Coronation Cup, L. Happy Rainbow. 8 wins-1 at 2-to 1500m in Aust. and Macau, 2d Macau Macau Race Horse Owners Association Cup, Darwin H., 3d VRC Stormy Rex H. Ms. Hayberry. 2 wins at 1000m, 1200m, 3d AJC Eastlakes H. Producer. Anthony John. Winner at 1200m. 4th Dam PAGO MOON, by Pago Pago. 5 wins at 1100m, 1200m, WATC Tusitala Quality S., Allegation H., Kingsman Graduation H., 2d WATC Scarlet Pearl H., Brooklyn Graduation S., 4th WATC Canberra Television Classic H., L. Dam of 5 foals, 3 to race, inc:- Heed the Moon - Maximillion (Mal.). 4 wins from 1200m to 1600m in Malaysia. Roadside. Placed. Producer. 5th Dam HONEYMOON, by Beau Sovereign (NZ). Placed at 2. Dam of 7 named foals, 6 to race, 4 winners, inc:- COAL PAK (Haulpak). 21 wins to 1400m, A$321,155, VATC Oakleigh P., Gr.1, WATC Lee Steere S., Gr.2, Bunbury S., L, 2d QTC Ansett Cup, Gr.2, BATC Tourist Minister's Cup, Gr.3, WATC AJ Scahill S., Gr.3, Colonel Reeves S., L-twice, Cyril Flower S., L, Belmont Community S., L, 3d QTC Stradbroke H., Gr.1, VRC Newmarket H., Gr.1, MVRC AJ Moir S., Gr.2, WATC Quality S.H., Gr.3, WATC Quality Cup, L. Pago Moon. 5 wins. See above. Southern Ocean. 5 wins-1 at 2-to 1200m, 2d WATC Jenark H. Honeymoon Smile. Winner at 1100m. Producer. Honey Wings. Placed at 2, 3d WATC Handran Smith H. Dam of- COUNTRY BLAZER (Lomond Bay (NZ)). 9 wins from 1000m to 1600m, A$224,243, WATC Hyperion S., Gr.3, 2d WATC Asian Beau S., Gr.3, 3d WATC Roma Cup, Gr.3, Belmont Sprint H., Gr.3. SOUTH OF FRANCE III (Pago Pago). 8 wins from 1200m to 2000m in Malaysia, Selangor TC Yang Di-Pertuan Agong Gold Cup, L, 2d Singapore TC Raffles Cup, L. Honey Petique. Winner at 1200m. Dam of- BEAU HEED (Serheed (USA)). 15 wins from 1600m to 2400m, A$518,350, WATC CB Cox S., Gr.2, Bunbury Cup, Gr.3-twice, Pinjarra Cup, L-twice, 2d VRC Queen Elizabeth S., Gr.2, WATC CB Cox S., Gr.2, 3d WATC Perth Cup, Gr.2, VATC Coongy H., Gr.3, WATC Strickland S., Gr.3. Sercidium. Winner at 2, WATC Sisalation 2YO H. Dam of- PLAYCIDIUM MINT (Foreplay). 2 wins at 1200m, 1400m, A$104,900, WATC Sir Ernest Lee-Steere Classic, Gr.3, 3d WATC Air & Water Residential H. 6th Dam MISS ROMANTIC, by Romantic (GB). Raced once. Dam of 7 foals, 6 to race, 5 winners, inc:- BAY COLT Foaled 8th October 2016) Perugino...... Danzig ...... Testa Rossa...... (SIRE) Bo Dapper...... Sir Dapper ...... UNENCUMBERED ...... More Than Ready...... Southern Halo...... Blizzardly ...... Concise ...... Marscay...... Zeditave...... The Judge ...... (DAM) Magic Albert...... Sally Lou ...... Salieri ...... SHARPAY MAGIC ...... Danehill...... Danzig ...... 2008 Kilspindie ...... Jullene...... Sir Tristram...... UNENCUMBERED (AUS) (Bay or Brown 2011-Stud 2014). 5 wins at 2, A$1,908,850, BRC BJ McLachlan S., Gr.3, GCTC Magic Millions 2YO Classic, RL, Wyong Magic Millions 2YO Classic, RL, ATC Ascend Sale Trophies 2YO P., Sharp 2YO P., 2d ATC Todman S., Gr.2. Out of SW Blizzardly. Related to SW Rembetica and SW Sober Dancer. Sire of Double Bubble, Expedius, I Dream of Green, King Percy, Brave Jewel, Fairy Fast, I Stole Your Love, Itchy Ears, Juanito Uvez, Last Vein, Revolution and of the placegetters Curse Free, Free Mover, Hocked, Injustice, Mirette, Nothing Needed, etc. His oldest progeny are 3YOs.

1st Dam SHARPAY MAGIC, by Magic Albert. Placed. This is her third foal. Her second foal is a 2YO. Dam of one foal to race. 2nd Dam KILSPINDIE, by Danehill (USA). 2 wins at 1600m, 2800m, SAJC St Leger, Gr.3, 2d SAJC Stuart Crystal S., L, Water Boatman 3YO H., 3d SAJC King's High H. Dam of 10 named foals, 9 to race, 4 winners, inc:- Stealapipe. 6 wins from 1400m to 2800m, A$78,640, ATC Freshflowers H. Aberlady. Winner at 1400m in 2016-17, 2d BRC Konami Ubet Jockey Series P., 3d Sunshine Coast Daily H. Hadrians Wall. 3 wins from 1200m to 1800m. Gurgle. 2 wins at 1200m, 1400m. Barrettstown. Placed. Lytuppa. Placed, 3d TRC Associate Members P. Sharpay Magic. See above. 3rd Dam Jullene (NZ), by Sir Tristram (Ire). 5 wins from 1400m to 2200m, Counties RC Winstone Quarries P.H., Avondale JC Cory, Wright & Salmon H., Improvers' H., 2d Rotorua S., L, Waikato RC Roger Browne Memorial H. Dam of 13 foals, 11 to race, 8 winners, inc:- KILSPINDIE (Danehill (USA)). 2 wins. See above. RULLENE (Rory's Jester). 10 wins-1 at 2-to 1450m, A$261,720, VRC Debonair S., L, Brian Courtney H., L, SAJC Franklins No Frills H., Skystar Flying H., Waterford Wedgwood H., VRC Guinness H., 2d VRC Rupert Steele S., Gr.3. BRACKENBURY (Danehill (USA)). 4 wins from 1400m to 1600m, A$153,720, VATC Mercedes-Benz S., L, Robert Taranto P., SAJC Redelva Quality H., 2d SAJC Malaysia Airlines S., L, VRC Carbine Club S., L, 4th VATC Toorak H., Gr.1-twice, VRC Sutcliffe Interior S., L. Sire. Short Stay. 7 wins-1 at 2-from 1000m to 1600m. Free World. 3 wins at 1500m, 1650m. Baracheer. 3 wins from 1600m to 2000m. Danallene. 2 wins at 2000m. Tristram Hill. Winner at 1200m. State Shadow. Placed. 4th Dam JANDELL, by Shifnal. Top filly on The 1973-74 NZ 3YO Free H. 11 wins from 1200m to 2600m, AJC Queen Elizabeth S., Gr.1, Avondale Championship S., Gr.2, Great Northern Oaks, Gr.2, Waikato Guineas, Gr.3, Avondale Guineas, Gr.3, ARC Alison S., Gr.3, Avondale JC New Zealand Challenge Cup, L-twice, ARC WS Spence H., Clevedon H., Avondale JC Improvers' H., 2d New Zealand Derby, Gr.1, AJC Chipping Norton S., Gr.2, 3d ARC Second Century S., Gr.3, HO Nolan H., L, Waikato RC Founders' P., L, 4th WRC New Zealand Oaks, Gr.1, Avondale Gold Cup, Gr.2. Dam of 11 foals, 8 to race, 5 winners, inc:- Jullene (Sir Tristram (Ire)). 5 wins. See above. Janderino. 2 wins at 1200m, 1300m, Avondale JC Improvers' H. Dam of- NOBELLOTTO (Bellotto (USA)). 7 wins from 1200m to 2200m, A$209,865, QTC Eagle Farm S., L, 3d STC Ansett Australia S., Gr.1. Dam of- OOMPH (Flying Spur). 6 wins-1 at 2-to 1200m, A$310,340, AJC PJ Bell H., L, 3d AJC Silver Shadow S., Gr.2. Dam of- THUMP (Red Ransom (USA)). 4 wins at 1200m, 1400m, A$504,500, ATC Surround S., Gr.2, Silver Shadow S., Gr.2, Triscay S., Gr.3, MVRC Champagne S., Gr.3, 2d ATC Sweet Embrace S., Gr.3, 3d ATC Furious S., Gr.2, VRC 7news P., L, 4th ATC Royal Sovereign S., Gr.2. Oomaroo. Unraced. Dam of- MONGOLIAN WOLF (Pluck (USA)). 5 wins-1 at 2-from 1200m to 2400m, NZ$35,510, A$141,050, to 2017-18, ATC Frank Packer P., Gr.3, Counties RC NRM H., SAJC Medallion Homes H., 3d Avondale Guineas, Gr.2. NOBLE RED (Red Ransom (USA)). 3 wins from 1400m to 1800m, A$285,850, VRC Chester Manifold S., L, 2d MRC Victoria Gold Cup, L. Baltrac. 5 wins from 1200m to 1850m. Imposing Time. 4 wins at 5f, 6f in GB and Ireland. Kaikoura. Winner in Kenya. New Impression. Placed in NZ. Janzone. Unraced. Dam of- Catherine Mary. 3 wins at 1100m, 1200m. Dam of-