freshearth· Valuation · Capital · 2026Wholesale Investors Only
s708(8)/(11) Corporations Act 2001 (Cth) · A$25,000 minimum ticket · No guarantee of returns or liquidity · Not a PDS
The Infrastructure Has a Price.
$1.5M raise · $15M pre-money valuation · ordinary shares · $2.5M raised to date · No near-term liquidity.
Platform description
Fresh Earth is not a farm. It is the infrastructure layer for the $11-trillion verified regeneration asset class — the rails that convert farming practice into audited ecological outcomes, investable land tokens, and a global licenced network.
The platform is operational across 4 freehold NSW landholdings — 6,271 ha total, with CER-registered soil carbon and environmental vegetation projects. 42 founding network participants are contracted into the Community of Practice (CoP) framework. The protocol, verification engine, and treasury mechanics are built and operational.
This is not a concept. It is an infrastructure business with an entry price set before the first country licence, before FEVT issuance, and before FEIT goes live.
Ordinary shares · straight equity · $1.5M raise · $15M pre-money valuation · $2.5M raised to date · No FEVT or FEIT pre-allocation under this offer · Wholesale investors only (s708) · Investor certificates required before offer is made · CUPM: 15% PDF · floating, capped MAX · paid last · flexes down before treasury floor
Entry terms
A$15M
Pre-money valuation
A$1.5M
Raise target
A$2.5M
Raised to date
Pre-revenue · platform-premium basis
Ordinary shares · straight equity · s708(8)/(11) wholesale only
Platform facts at entry
Operational scale
6,271 ha · 4 NSW properties
CER-registered projects
Soil carbon + env. vegetation
Network participants
42 founding CoP members
Verification status
Live · on-chain · multi-KPI
Offer type
Ordinary shares · straight equity · $1.5M raise
Raised to date
$2.5M committed to date
Liquidity on entry
None · no near-term mechanism
ZNE-Ag CRC
Tier 2 Partner · Coles / Elders / Rabobank
Contact
investor@freshearth.io
Platform milestones achieved
Land Acquisition & Farmer Partnerships
4 freehold landholdings secured across NSW — ~6,271 ha total
CER-Registered Projects
Soil carbon and environmental vegetation projects registered with Australian Clean Energy Regulator
Platform Ready for AI Development
Core tech infrastructure in place; AI layer integration ready
Token V1 Ready to Launch
FEVT (Fresh Earth Value Token) V1 ready for activation · pre-issuance state only · activation requires separate offer document
Capital Raise Progress
$1.5M current raise (this round) · $15M pre-money valuation · $2.5M committed prior rounds (not part of this raise)
ZNE-Ag CRC — Tier 2 Partner
$300M CRC ($87M govt); partners: Coles, Elders, Rabobank, UQ, ANU
Regulatory Framework Established
MIS structure established + KYC/AML compliance in place
Investor onboarding flow · audit-traceable
INTEREST
investor@freshearth.io · introduction
QUALIFICATION
Wholesale cert (s708) verified
DATA ROOM
IM · shareholder agreement · financial model
SUBSCRIPTION
Application · funds · counter-signed
SETTLED
Ordinary shares issued · register entry
For wholesale investors only under s708(8) and/or s708(11) Corporations Act 2001 (Cth). Investor certificates must be current and in FEU's possession before any offer is made. Not financial advice. Not a PDS or offer document. Past performance is not a reliable indicator of future performance. No guarantee of returns or liquidity.
This document has not been lodged with ASIC as a disclosure document. No disclosure document is required as the offer is made solely to wholesale investors under s708 Corporations Act 2001 (Cth). Advertising and publication restrictions under s734 do not apply to this exempt wholesale offer. Distribution outside the s708 wholesale exemption is prohibited. Minimum ticket A$25,000.
Forward-looking statements are based on assumptions current at the date of preparation and are made on a reasonable-basis under s769C(1) Corporations Act 2001 (Cth). Actual results may differ materially. These are not guarantees of performance.
FEVT is a future ownership layer. Not issued, sold or pre-allocated under this offer. Any future FEVT issuance requires its own offer document under applicable Australian financial services law.
Regen-Ag Infrastructure. Not Farm-Premium.
EV/Revenue multiples. Zero FEVT. Zero FEIT. Global comparable basis.
Methodology
The $15M pre-money valuation is not a farm valuation. It is a platform-infrastructure valuation — benchmarked against global regen-agriculture, MRV, and climate-finance infrastructure companies that have raised at 12–30× EV/Revenue multiples.
The basis is EV/Revenue comparable analysis aligned with the regen-ag sector. No revenue contribution is assumed from FEVT or FEIT. No carbon price speculation. No token appreciation. The valuation reflects contracted infrastructure and IP alone.
Fresh Earth is valued on what it is: a licenced platform that earns royalties, upfront licence fees, and equity stakes in operating CountryCos — not on what it may become. FEU EV/Revenue multiples (20×–25×) align directly with global regen-ag, MRV and climate-finance infrastructure comparables (forward-looking, s769C(1)).
Valuation components included
Platform IP and protocol development
Contracted farm pipeline (6,271 ha across 4 NSW properties)
CER-registered soil carbon + environmental vegetation projects
On-chain verification engine (operational)
Country licence architecture (ready)
ZNE-Ag CRC Tier 2 Partner ($300M CRC · Coles, Elders, Rabobank, UQ, ANU)
Not included in valuation: FEVT token value · FEIT market cap · carbon credit speculation · agricultural commodity exposure · land price appreciation.
Global regen-ag + climate-finance comparables (EV/Revenue multiples)
Illustrative only — EV/Revenue multiples applied to FEU platform projections. Not return projections. Not investor return guarantees. s769C(1) forward-looking basis.
FEU EV/Revenue multiples (20×–25×) align directly with global regen-ag, MRV and climate-finance infrastructure comparables. Figures from public sources and industry reporting. Directional comparison only — sector, capital structure and market conditions differ materially. Forward-looking · s769C(1).
Sources: Indigo Ag (Crunchbase Q3 2023 · $250M Series F) · FBN (PitchBook Q1 2024 · valuation report) · Regrow Ag (SEC Filing Mar 2023 · Form D) · Arbol (Bloomberg Dec 2023 · climate fintech profile) · Agreena (Reuters Jun 2023 · €46M Series B). All comparables verified against original public filings. Multiples reflect peak/round-of-record stated valuations.
Bear-case scenario
Timeline slippage of 12–18 months compresses the FEVT Live milestone and delays liquidity events proportionally. No multiple is guaranteed. The entry valuation assumes the platform continues to execute against its current development roadmap.
Total addressable market (forward-looking · s769C(1))
$7T by 2034
Environmental Markets
BloombergNEF 2024, World Bank 2024
$13T–$30T by 2034
RWA Tokenisation
Mordor Intelligence 2025, McKinsey 2023, Standard Chartered 2024
$29B–$57B by 2033/34
Regenerative Agriculture
Industry consensus 2024
Platform land assets · 6,271 ha total · 4 NSW properties
1,167 ha
Hillview Park, Woodhouselee NSW
340,000 tCO2e (25yr)
Wind / solar / BESS potential
760 ha
Cooksvale Aggregation, Peelwood NSW
315,867 tCO2e (25yr)
3 properties combined
4,209 ha
Glenclair Aggregation, Bendemeer NSW
1,128,430 tCO2e (25yr)
3 properties combined
392 ha
Talbingo, Bendemeer NSW
482,262 tCO2e (25yr)
Sequestration figures are 25-year ERF-methodology projections (Soil Carbon — CFI Methodology Determination 2021 · Environmental Planting methodology). These are CER-registered estimates, not yet verified ACCUs. Crookwell 3 = Glenclair Aggregation (3 properties, Bendemeer NSW). Source: Clean Energy Regulator project registry.
Forward-looking statements are based on assumptions current at the date of preparation and are made on a reasonable-basis under s769C(1) Corporations Act 2001 (Cth). Actual results may differ materially. These are not guarantees of performance.
FEVT is a future ownership layer. Not issued, sold or pre-allocated under this offer. Any future FEVT issuance requires its own offer document under applicable Australian financial services law.
FEIT (Fresh Earth Impact Token) is in development. Not issued or pre-allocated under this offer. Requires separate offer documentation. All valuations in this deck assume zero contribution from FEIT.
Six Milestones. Six Multipliers.
All projections forward-looking. s769C(1) basis. Reasonable grounds stated.
Milestone architecture
Each milestone reflects a discrete platform value event — not a market opinion, not a sentiment cycle, not a token price movement. Each step is an operational gate the platform either reaches or doesn't.
Protocol completion
MVP: the full technology stack operational — verification engine, FEVT architecture, CoP framework, treasury mechanics.
Token issuance (separate offer)
FEVT Live: board-approved FEVT issuance under its own offer document. Not pre-allocated under this offer. Activates micro-liquidity window.
Currency launch (separate offer)
FEIT Live: Fresh Earth Impact Token under separate offer documentation. All base-case valuations assume zero FEIT contribution.
Country licence execution
First Country Licence: upfront fee + up to 15% FEU royalty · floating, capped MAX on PDF revenue + ~20% CountryCo equity. Activates first major tender offer.
Global network maturity
5 Countries Live: mature royalty diversification across five jurisdictions. Periodic tender offers viable. 25× EV/Revenue multiple applied to platform projections (forward-looking, s769C(1)).
No milestone relies on carbon price speculation or token appreciation. Each is a contractual or operational event with objective verification.
Valuation progression (illustrative · forward-looking)
Forward-looking · s769C(1)
All milestone valuations below are illustrative projections prepared on reasonable grounds (s769C(1) Corporations Act 2001 Cth). EV/Revenue multiples applied to platform projections · NOT investor return multiples · NOT guaranteed. Actual outcomes may differ materially.
All figures forward-looking · s769C(1) Corporations Act 2001 (Cth) · Reasonable grounds and material assumptions stated in methodology (SV2) · Actual results may differ materially
For wholesale investors only under s708(8) and/or s708(11) Corporations Act 2001 (Cth). Investor certificates must be current and in FEU's possession before any offer is made. Not financial advice. Not a PDS or offer document. Past performance is not a reliable indicator of future performance. No guarantee of returns or liquidity.
Forward-looking statements are based on assumptions current at the date of preparation and are made on a reasonable-basis under s769C(1) Corporations Act 2001 (Cth). Actual results may differ materially. These are not guarantees of performance.
Five Exit Doors.
Three from FEVT Live. All conditional on milestones. FEVT ≠ equity (ring-fenced).
Exit mechanisms (all conditional on milestones)
01
Periodic Tender Offers / Buybacks
From FEVT Live (6–12 months)
Board-approved valuation; funded by royalties + licence fees; structured for equity investors
02
Controlled Secondary Transfers
From FEVT Live (6–12 months)
FCX regulated private-market platform; board oversight; controlled volumes
03
Royalty-Stream Monetisation
From First Country Licence (24–36 months)
Multi-year slice of contracted royalties — non-dilutive capital event; licence economics: 15% PDF royalty · floating, capped MAX + ~20% FEU equity per jurisdiction
04
Dividend Policy
When revenues permit
Up to 20% of annual revenues biannually; reinvestment-first; no near-term dividends expected
05
FEVT NAV-Based Liquidity
FEVT Live (6–12 months)
Fresh Earth Value Token provides NAV-referenced liquidity pathway; token ≠ equity (ring-fenced)
Exit door summary (forward-looking · s769C(1))
Investor protections
Pre-emptive rights on new issuances
Anti-dilution protections (standard terms)
Tag-along rights on control transfers
Wholesale certificate required before offer made
Pro-rata participation in tender offers
Mission-lock transfer restrictions apply
Liquidity risk: There is no guaranteed minimum holding period and no obligation on the Company to provide liquidity at any time. All exit doors are conditional on milestones being reached.
FEIT (Fresh Earth Impact Token) is in development. Not issued or pre-allocated under this offer. Requires separate offer documentation. All valuations in this deck assume zero contribution from FEIT.
Forward-looking statements are based on assumptions current at the date of preparation and are made on a reasonable-basis under s769C(1) Corporations Act 2001 (Cth). Actual results may differ materially. These are not guarantees of performance.
Not Illiquid Forever.
Board-approved liquidity from FEVT Live. Investor protections locked.
Liquidity pathway · one visual · entry → major event
ENTRY
Today · A$15M pre-money
Mechanism
Ordinary shares
Outcome
No near-term liquidity
MICRO
+6–12 months
Mechanism
Board-approved transfers · selective
Outcome
Limited volumes
STRUCTURED
+9–12 months
Mechanism
Secondary market access (FCX-class)
Outcome
Controlled volumes · early holder window
MAJOR
+24–36 months
Mechanism
Tender offer / buyback · royalty-funded
Outcome
Primary major liquidity event
Source: Investor Exit Strategy Summary V2 (Jan 2026) · forward-looking · s769C(1) reasonable grounds · all timings are estimates · no liquidity guaranteed at any time · FEVT/FEIT are future instruments requiring separate offer documents (s738H).
Investor protections at entry
Entry investors receive a structured package of protections designed for a long-horizon, mission-locked investment — not a publicly traded instrument.
Pre-emptive rights
Right of first refusal on new share issuances. Entry investors can maintain their percentage ownership through subsequent capital rounds.
Anti-dilution
Standard anti-dilution protections embedded in shareholder agreement. Terms agreed at point of investment, not retrofitted.
Tag-along rights
On any control transfer, entry investors have the right to participate in the same terms as the controlling shareholder sale.
Wholesale certificate requirement
Investor certificate must be current and in FEU's possession before any offer is made. This protection applies to every subsequent communication.
Pro-rata tender participation
Entry investors participate proportionally in every board-approved tender offer. No preferential terms for new investors over entry investors.
Liquidity pathway timeline (forward-looking)
Q3–Q4 2026
FEVT Live
Micro-liquidity possible
Board-approved limited secondary transfers. Requires FEVT issuance under separate offer document.
Q4 2026 – Q1 2027
FEIT Live
Secondary market access
FEIT issued under separate offer documentation. Structured secondary market access for early holders.
2027 – 2028
First Country Licence
Tender offer viable
Primary major liquidity event. Upfront licence fee funds first significant tender offer / buyback.
What "no near-term liquidity" means
Entry investors should expect no liquidity mechanism for at least 6 months (FEVT Live milestone). The first micro-liquidity window is board-approved and limited in scope. This is not a liquid investment. Only invest an amount you can afford to hold for an extended period — potentially 3–5 years for full liquidity access.
For wholesale investors only under s708(8) and/or s708(11) Corporations Act 2001 (Cth). Investor certificates must be current and in FEU's possession before any offer is made. Not financial advice. Not a PDS or offer document. Past performance is not a reliable indicator of future performance. No guarantee of returns or liquidity.
Forward-looking statements are based on assumptions current at the date of preparation and are made on a reasonable-basis under s769C(1) Corporations Act 2001 (Cth). Actual results may differ materially. These are not guarantees of performance.
The Train Leaves.
This raise closes this window. The infrastructure is being built now.
90-day execution milestones
Why entry now matters
The $15M pre-money valuation is the platform-premium price before any of the six milestones are reached. Each milestone reached removes the uncertainty discount and resets the valuation floor upward.
Equity investors entering at $15M pre-money do so before FEVT Live (~A$100M) or First Country Licence (~A$325M) — seeing the majority of the EV/Revenue multiple trajectory. The window is not permanent (forward-looking, s769C(1)).
Every investor who joins at this round does so at the same $15M pre-money valuation. No side arrangements. No preferential entry. Ordinary shares, straight equity, standard terms. FEVT ≠ equity · ring-fenced from this offer.
Current raise parameters
A$1.5M
Current raise target
A$15M
Pre-money valuation
A$2.5M
Raised to date
Offer type
Ordinary shares · straight equity
Pre-money val.
A$15M
Raise target
A$1.5M
Raised to date
A$2.5M committed
Minimum ticket
TBC · contact investor@freshearth.io
Round
Seed / Pre-revenue
Investor type
s708(8)/(11) wholesale only
Liquidity
No near-term mechanism
FEVT/FEIT
Not offered under this raise · ring-fenced
Contact
investor@freshearth.io
Next step
Email investor@freshearth.io with your wholesale investor certificate and indicate your intended ticket size. FEU will respond within 48 hours with the information memorandum and shareholder agreement.
investor@freshearth.io
Risk factors · summary
Technology
Platform delivery risk — milestones may slip if build timelines extend.
Regulatory
Carbon/regen market rules may change. Dual-jurisdiction architecture mitigates.
Adoption
Farmer participation required. Live pilot on 4 NSW properties (6,271 ha) de-risks.
Liquidity
No guaranteed near-term exit. Long-term hold. Board-approved liquidity events only.
Token
FEVT and FEIT ring-fenced. Neither offered here. Regulation changes ring-fenced accordingly.
Forward-looking statements are prepared on reasonable grounds (s769C(1) Corporations Act 2001 Cth). This is not a Product Disclosure Statement. Wholesale investors s708(8)/(11) only.
For wholesale investors only under s708(8) and/or s708(11) Corporations Act 2001 (Cth). Investor certificates must be current and in FEU's possession before any offer is made. Not financial advice. Not a PDS or offer document. Past performance is not a reliable indicator of future performance. No guarantee of returns or liquidity.
This document has not been lodged with ASIC as a disclosure document. No disclosure document is required as the offer is made solely to wholesale investors under s708 Corporations Act 2001 (Cth). Advertising and publication restrictions under s734 do not apply to this exempt wholesale offer. Distribution outside the s708 wholesale exemption is prohibited. Minimum ticket A$25,000.
Forward-looking statements are based on assumptions current at the date of preparation and are made on a reasonable-basis under s769C(1) Corporations Act 2001 (Cth). Actual results may differ materially. These are not guarantees of performance.
FEIT (Fresh Earth Impact Token) is in development. Not issued or pre-allocated under this offer. Requires separate offer documentation. All valuations in this deck assume zero contribution from FEIT.
FEVT is a future ownership layer. Not issued, sold or pre-allocated under this offer. Any future FEVT issuance requires its own offer document under applicable Australian financial services law.
Fresh Earth Universe Pty Ltd (ABN 68 636 509 463) · investor@freshearth.io
Confidential · Wholesale investors only (s708) · Not financial advice · Not a PDS