Forensic Register · Valuation Disclosure · 2026Wholesale Offer Disclosure · s708(8)/(11)
OFFER STRUCTURE
This document does not constitute a Product Disclosure Statement, Information Memorandum, or Prospectus under the Corporations Act 2001 (Cth). It is prepared exclusively for sophisticated or otherwise qualified wholesale investors and does not constitute financial product advice.
Investor eligibility must be independently verified before reliance on this document.
OFFER MECHANICS
STATUTORY BASIS
s708(8)
Sophisticated investor — net assets ≥ A$2.5M or gross income ≥ A$250K p.a.
s708(11)
Certificate of accountant/advisor — independent qualified certification required
s769C(1)
Forward-looking statement framework — reasonable grounds required for projections
RG 228
ASIC guidance for forward-looking statements in fundraising documents
Source: Corporations Act 2001 (Cth); ASIC Regulatory Guide 228.
PRE-CONDITIONS TO PARTICIPATION
Current wholesale investor certificate in FEU possession
Independent financial advice obtained and documented
KYC/AML verification completed by FEU compliance team
Signed acknowledgement of risk factors and liquidity constraints
All pre-conditions are mandatory. No offer is made or accepted prior to completion of all four conditions.
LEGEND — STATUS COLOURS
Investor onboarding flow · audit-traceable · single visual
INTEREST
investor@freshearth.io · introductory email
QUALIFICATION
Wholesale investor certificate (s708) verified
DATA ROOM
IM · shareholder agreement · financial model
SUBSCRIPTION
Application · funds · counter-signed
SETTLED
Ordinary shares issued · register entry
Onboarding flow per FEU internal compliance procedure. Wholesale investor s708(8)/(11) verification mandatory before any offer documentation released. No AFSL is held for this offer (s911A(2)(d) wholesale exemption). All steps audit-traceable.
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.
This document is prepared with reasonable care to avoid statements that are false, misleading, or deceptive in a material particular (s1041H Corporations Act 2001 Cth). Forward-looking statements are made on reasonable grounds under s769C(1). Sequestration figures are projections based on CER-registered methodology assessments and are not yet verified ACCUs.
FEU notes its responsibilities under s912B Corporations Act 2001 (Cth) regarding compensation arrangements. This offer is made by Fresh Earth Universal Pty Ltd (ABN 68 636 509 463). No AFSL is held for this offer; the offer relies on the s708 wholesale investor exemption (s911A(2)(d)). Distribution outside the s708 wholesale exemption is prohibited.
Valuation Methodology · Platform-Premium DCF
METHODOLOGY
Valuation derived using discounted cash flow (DCF) modelling on a platform-premium comparable basis. Pre-revenue infrastructure platforms at equivalent development stage command 15–25× forward revenue multiples (Stripe, Atlassian, Xero comparable references, 2004–2008 vintage).
DCF inputs and multiple selection constitute forward-looking statements under s769C(1). Reasonable grounds exist for each input; no outcome is guaranteed.
Basis: platform-comparable DCF · comparable vintage 2004–2008 · pre-revenue entry points.
KEY EXCLUSIONS FROM BASE-CASE VALUATION
Exclusions are conservative by design. Each excluded item represents potential upside not reflected in any milestone valuation shown in this deck.
ENTRY VALUATION DERIVATION
COMPARABLES BASIS — REGEN AG & RWA INFRASTRUCTURE
References are forward-looking analogues only — not forecasts. Under s769C(1). Figures are public-record estimates (Crunchbase/Pitchbook/Bloomberg). USD converted at A$0.65 where applicable.
Sources: Indigo Ag (Crunchbase 2023) · FBN (PitchBook 2024) · Regrow Ag (SEC Filing 2023) · Arbol (Bloomberg 2023) · Agreena (Reuters 2023)
MARKET OPPORTUNITY
All market size figures are third-party analyst estimates — forward-looking under s769C(1). Fresh Earth does not validate third-party projections.
METHODOLOGY ASSERTIONS — FOUR-FIELD REGISTER
$15M pre-money entry valuation supported by regen ag comparable entry points
Basis: Indigo Ag, FBN, Regrow Ag — regen ag platforms raised at 20–30× EV/Revenue at equivalent stages
Caveat: Comparables are different businesses in different eras — structural analogy only
Source: FEU cap table / share register · Public Crunchbase/Pitchbook records · BloombergNEF · USD@0.65
EV/Revenue multiple of 20–25× applies (forward-looking, s769C(1))
Basis: Regen ag + RWA infrastructure platforms at equivalent stage command 20–30× forward revenue (comparable set above)
Caveat: No current revenue — multiple applied to modelled forward revenue, not actuals
Source: DCF model · platform-comparable analysis · s769C(1)
FEVT and FEIT excluded from all base-case inputs
Basis: Conservative analyst discipline — each requires separate regulatory process
Caveat: Exclusion understates potential value if tokens are successfully issued
Source: Internal modelling · CLO compliance review
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.
Forward-Looking Milestones · s769C(1)
MILESTONE PROJECTIONS — ALL FORWARD-LOOKING UNDER s769C(1) CORPORATIONS ACT 2001 (CTH)
POST-OFFER MILESTONES INCLUDED IN TABLE BELOW · FEVT and FEIT are future instruments requiring separate offer documents under applicable Australian financial services law (s738H Corporations Act 2001 Cth) · NOT issued under this offer · ZERO contribution to this offer's $15M pre-money entry value is assumed · investors here hold ordinary FEU shares only.
Not a projection — equity investment entry at $15M pre-money. Raising $1.5M; $2.5M raised to date. Forward-looking multiples are EV/Revenue multiples applied to platform projections, not investor return multiples (s769C(1)).
Protocol completion + external audit pass → 20× EV/Revenue justified by comparable pre-revenue infrastructure platforms (Indigo Ag, FBN analogues).
Separate FEVT offer framework completed → 22× EV/Revenue; institutional demand basis demonstrated by RWA sector precedents. token ≠ equity (ring-fenced).
Ecosystem token operational → 25× EV/Revenue; early network liquidity event based on comparable climate token economics. Equity investors entering at $15M pre-money may see 2–3× equity value uplift; volumes controlled.
First country licence executed → 25× EV/Revenue supported by modelled 15% PDF · floating, capped MAX royalty stream + ~20% FEU equity per jurisdiction at 1-country scale.
Platform at scale — 5-country revenue analogue → 25× EV/Revenue supported by platform-comparable DCF at multi-country royalty run-rate. Periodic tender offers viable; potential 10× equity value uplift from $15M entry.
ACHIEVED MILESTONES — CONFIRMED
4 freehold landholdings secured across NSW — ~6,271 ha total
Soil carbon and environmental vegetation projects registered with Australian Clean Energy Regulator
Core tech infrastructure in place; AI layer integration ready
FEVT (Fresh Earth Value Token) V1 ready for activation · pre-issuance state only · activation requires separate offer document
$2.5M raised to date · currently raising $1.5M at $15M pre-money
$300M CRC ($87M govt); partners: Coles, Elders, Rabobank, UQ, ANU
MIS structure established + KYC/AML compliance in place
MATERIAL ASSUMPTIONS — ALL FORWARD-LOOKING MILESTONES
Platform technology delivered as specified by technical team on current roadmap timeline
Regulatory approvals obtained in target jurisdictions within projected timeframes
No material adverse changes in relevant agricultural markets or carbon/biodiversity regulatory environment
Management team execution proceeds as planned — key person risk mitigated by depth of team
FEVT and FEIT issuances complete separate and independent regulatory processes without material delay
Failure of any assumption may cause milestone delay or prevent milestone from being reached. Milestones are not guarantees of valuation or liquidity.
LIQUIDITY COMMENTARY PER MILESTONE
Today — Entry Valuation
No liquidity at this stage; investors hold ordinary equity in FEU
MVP
No liquidity expected at this stage
FEVT LivePOST-OFFER
Selective board-approved micro-liquidity — very limited secondary transfers
FEIT LivePOST-OFFER
Limited early liquidity; equity investors entering at $15M pre-money may see 2–3× equity value uplift; volumes controlled
First Country Licence Sale
First major liquidity event — tender offers / buybacks viable; equity investors may realise 6–7× equity value uplift from $15M entry
5 Countries Live
Mature liquidity program: periodic tender offers; potential 10× equity value uplift from $15M entry
All liquidity commentary is forward-looking under s769C(1). Board approval required for each liquidity event. No obligation exists on FEU to provide liquidity at any time.
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 and FEIT Ring-Fence Disclosure
FEVT — FRESH EARTH LAND TOKEN
FEVT is a future digital ownership layer designed to represent fractional beneficial interest in regenerative land outcomes. It is not a share, unit trust interest, or financial product under current Australian financial services law as currently constituted. Future issuance requires its own offer document and regulatory pathway.
No investment in FEVT is offered, implied, or conditional upon this ordinary share subscription.
FEIT — FRESH EARTH CURRENCY
FEIT is an ecosystem utility token in development intended to facilitate value exchange within the Fresh Earth platform economy. It is not yet designed, issued, or regulated. All valuations in this deck assume zero contribution from FEIT in every scenario.
Any future FEIT issuance is wholly independent of this ordinary share offer and may not occur.
MODELLING ASSERTION
Base-case valuation explicitly excludes FEVT and FEIT
Basis: Conservative modelling discipline — both instruments require separate regulatory processes and neither has been issued or priced.
Exclusion understates potential value if tokens are successfully issued. FEVT and FEIT represent unmodelled upside only.
Source: Internal CLO review · s769C(1) reasonable-grounds framework.
REGULATORY BASIS
Any future issuance of FEVT or FEIT tokens or instruments will require its own offer document complying with Part 7.9 Corporations Act 2001 (Cth) or equivalent applicable law. No investment in FEVT or FEIT is offered or implied by this valuation.
s1012B
Financial product disclosure — PDS required for regulated financial products
s1013C
Content requirements for PDS — mandatory disclosure items
Part 7.9
Financial products and markets — offer document framework
ASIC INFO 225
Initial coin offerings and crypto-assets — ASIC guidance on digital asset regulation
Source: Corporations Act 2001 (Cth); ASIC Regulatory Guidance.
WHAT THIS OFFER DOES AND DOES NOT INCLUDE
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.
Liquidity and Exit Mechanisms
Liquidity pathway · one visual · audit-grade
ENTRY
Today · A$15M pre-money
Mechanism
Ordinary shares · s708 cert
Outcome
No liquidity · long-horizon hold
MICRO
+6–12 months
Mechanism
Board-approved transfers · selective
Outcome
Limited volumes · audit-trail
STRUCTURED
+9–12 months
Mechanism
FCX regulated private market · wholesale
Outcome
Controlled volumes · cert-gated
MAJOR
+24–36 months
Mechanism
Tender offer · royalty-funded · board
Outcome
Primary liquidity · pro-rata
Source: Investor Exit Strategy Summary V2 (Jan 2026) · pathway audit-traceable per mechanism. Forward-looking · s769C(1) reasonable grounds. No liquidity guaranteed. FEVT (s738H) and FEIT are future instruments under separate offer documents. CUPM: 15% PDF · floating, capped MAX · paid last.
EXIT PATHWAYS — FIVE OFFICIAL MECHANISMS (forward-looking, s769C(1))
Board-approved valuation; funded by royalties + licence fees; structured for ordinary equity investors
FCX regulated private-market platform; board oversight; controlled volumes
Multi-year slice of contracted royalties — non-dilutive; 15% PDF royalty · floating, capped MAX + ~20% FEU equity per jurisdiction
Up to 20% of annual revenues biannually; reinvestment-first; no near-term dividends expected
Fresh Earth Value Token provides NAV-referenced liquidity pathway; token ≠ equity (ring-fenced)
All exit mechanisms are forward-looking under s769C(1). Not guaranteed. Each mechanism is conditional on its stated milestone being reached and board approval.
Source: FEU internal liquidity modelling · exit strategy brief V2. CUPM: 15% PDF · floating, capped MAX · paid last · flexes down before treasury floor.
LAND ASSETS — SECURED FREEHOLD · 6,271 ha TOTAL
Source: FEU land acquisition records · Clean Energy Regulator project registry. 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).
INVESTOR PROTECTIONS
Pre-emptive rights on new share issuances
Anti-dilution provisions (broad-based weighted average)
Tag-along rights in any control transfer
Information rights — quarterly reporting
Wholesale certificate required before participation in any secondary transaction
Protections to be documented in Subscription Agreement and/or Shareholders Agreement. Confirm with legal counsel.
LIQUIDITY RISK DISCLOSURE
Material liquidity risk — read before subscribing
There is no guaranteed minimum holding period and no obligation on FEU to provide liquidity at any time. All five pathways are conditional on milestones being reached. You may lose all or part of your invested capital. Only invest an amount you can afford to lose and that you do not need access to for an extended period.
CURRENT LIQUIDITY STATUS
As at the date of this document, FEU has no active share repurchase program, no secondary market facility, and no dividend policy in effect. All liquidity pathways described are future-state and conditional.
VALUATION AT EACH LIQUIDITY TRIGGER
All valuations and multiples at liquidity triggers are forward-looking under s769C(1).
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.
Risk Register and Offer Summary
MATERIAL RISK FACTORS
Risk register is not exhaustive. Investors should conduct independent due diligence and obtain independent financial and legal advice.
ADDITIONAL RISK FACTORS
Key person risk
Dependence on founding team — mitigated by team depth and documented processes.
Agricultural market risk
Commodity price volatility, weather, biosecurity events — geographic and crop diversification.
Counterparty risk
CountryCo and farmer defaults — contractual remedies and insurance frameworks.
Currency risk
Multi-jurisdiction operations create FX exposure — financial hedging framework planned.
Early-stage risk
FEU is pre-revenue and pre-product. The entire investment may be lost.
OFFER SUMMARY
Offer details subject to final Subscription Agreement. Contact investor@freshearth.io for term sheet and documentation.
ENTITY DETAILS
FORENSIC REGISTER CHECKLIST
Forward-looking statements prepared on reasonable grounds · s769C(1) Corporations Act 2001 (Cth) · Not a PDS · Wholesale s708(8)/(11) only · s1041H no misrepresentation
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.
This document is prepared with reasonable care to avoid statements that are false, misleading, or deceptive in a material particular (s1041H Corporations Act 2001 Cth). Forward-looking statements are made on reasonable grounds under s769C(1). Sequestration figures are projections based on CER-registered methodology assessments and are not yet verified ACCUs.
FEU notes its responsibilities under s912B Corporations Act 2001 (Cth) regarding compensation arrangements. This offer is made by Fresh Earth Universal Pty Ltd (ABN 68 636 509 463). No AFSL is held for this offer; the offer relies on the s708 wholesale investor exemption (s911A(2)(d)). Distribution outside the s708 wholesale exemption is prohibited.
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 · Forensic Valuation Register · May 2026
Confidential · Wholesale investors only (s708) · Not financial advice · Not a PDS or offer document