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Fresh Earthfreshearth· Valuation & Exit · 2026
Wholesale Investors Only · Confidential
Valuation & Exit·SV1

Structured liquidity. Without listing the company.

Fresh Earth Universe provides investor returns through cashflow mechanics — not an IPO, not a land sale, not a token dump.

Fresh Earth Universe (FEU) is intentionally mission-locked and private. FEU intends to deliver shareholder liquidity through structured private-market mechanisms — funded by what the platform earns through royalties, licence fees, and CountryCo dividends — subject to milestones being reached. There is no current liquidity mechanism. All five pathways described are future-state and conditional on milestones being reached.

Five liquidity pathways
Country Licence Sales
Tender Offers / Buybacks
Controlled Secondary Transfers
Royalty-Stream Monetisation
FEVT Land Token · NAV Liquidity

★ Primary liquidity pathway · begins at First Country Licence milestone (~24–36 months)

Why this model is investor-grade

Diversified income

Royalties across multiple countries — no single-point-of-failure revenue.

Royalty cashflows

Up to 15% PDF · floating, capped MAX FEU royalty (capped, not fixed) on PDF revenue — diversified across countries.

Equity upside

~20% FEU equity stake in each CountryCo — dividends from country operations.

No dependence on IPO

Liquidity funded by what the platform earns. Mission lock preserved.

A$15M

Pre-money today

A$100M+

Target at FEVT Live

Illustrative · forward-looking

A$325M+

At First Licence Sale

Illustrative · forward-looking

A$500M+

At 5 Countries Live

Illustrative · forward-looking

Key terms used in this deckFEU — Fresh Earth Universe (the licensor entity)FEVT — Fresh Earth Value Token (future digital ownership layer)FEIT — Fresh Earth Impact Token (future ecosystem token)PDF — Project Development Fee (15% of CoP Gross Value)CoP — Community of Practice (the farm-level operating unit)FCX — regulated private-market transfer platformFEAG — Fresh Earth Agriculture Group (the agriculture operating entity)MRV — Measurement, Reporting & Verification (on-chain impact audit)RWA — Real-World Asset (on-chain representation of physical land outcomes)NAV — Net Asset Value (underlying value per unit)

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.

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.

Valuation & Exit·SV2

A$15M today. A$500M+ at scale. (Illustrative)

Six milestones. One trajectory. Entry investors at today's price see 33× at 5 Countries Live — before any contribution from FEIT.

FEU Valuation Progression (Illustrative — see disclaimer)

A$100MA$200MA$300MA$400MA$500M+A$0A$15MA$50MA$100MA$150MA$325MA$500M+TodayEntry · Ordinary sharesMVP3–6 monthsFEVT Live6–12 monthsFEIT Live9–12 monthsFirst Country Licence24–36 months5 Countries Live3–5 years

POST-OFFER MILESTONES INCLUDED · 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.

Milestone · Valuation · Investor Liquidity
MilestoneTarget Val.MultipleLiquidity Commentary

Today

Entry · Ordinary shares

A$15M

Entry point — no near-term liquidity

MVP

3–6 months

A$50M

Platform + protocol complete — no liquidity expected

FEVT LivePOST-OFFER · SEPARATE DOC

6–12 months

A$100M

Board-approved micro-liquidity possible (limited secondary transfers)

FEIT LivePOST-OFFER · SEPARATE DOC

9–12 months

A$150M

10×

Early liquidity possible · entry investors at 3–5× uplift

First Country Licence

24–36 months

A$325M

22×

First major liquidity event — tender offers viable

5 Countries Live

3–5 years

A$500M+

33×

Mature liquidity program · periodic tender offers · 33× entry multiple

All valuations assume zero contribution from FEIT. FEIT provides material but unmodelled upside — treating it as conservative optionality, not base-case.

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.

Valuation & Exit·SV3

20–25× platform multiples. Aligned with global infrastructure precedent.

FEU's entry valuation applies the same platform-infrastructure multiple that the market has granted to comparable regen-ag and MRV businesses — businesses with structurally similar licence-and-royalty economics.

Regen-ag / MRV / climate finance · comparable companies
CompanyCapital RaisedPeak ValuationRev MultipleRelevance to FEU

Indigo Ag

~A$2.3B

~A$5.4B peak*

20–30×

Regen + carbon marketplace

FBN

~A$1.7B

~A$6.1B peak*

18–25×

Ag data + finance ecosystem

Regrow Ag

~A$77M

~A$460M est.†

12–20×

MRV + carbon measurement

Arbol

~A$107M

Undisclosed†

15–22×

Climate risk + parametric finance

Agreena

~A$77M

~A$308M est.†

12–18×

Soil carbon + transition payments

"FEU is not valued as a farm, a carbon project, or a consulting firm."

It is valued as a platform infrastructure business — the licensing rails underneath regenerative agriculture. The 20–25× revenue multiple applied to FEU is supported by every comparable above. These companies earn similar fees on similar verification-and-marketplace economics.

Where FEU sits against comparables

FEU multiple applied

20–25×

Conservative relative to Indigo Ag (20–30×) and FBN (18–25×)

Today pre-money

A$15M

Entry point before FEVT issuance, FEIT launch or any licence event

At 5 countries live

A$500M+

33× entry multiple at today's A$15M investment base, FEIT excluded

Valuation Methodology — How the A$15M Entry Figure Was Derived

FEU has no current revenue. The A$15M entry valuation reflects platform development to date, contracted farm pipeline, and proprietary IP — not a multiple on current earnings. The A$325M target (First Country Licence) applies 20–25× to an illustrative A$13–16M PDF-derived royalty stream at 1-country scale (based on modelled CoP adoption). This is a forward-looking projection, not a committed return. The 20–25× multiple is conservative relative to comparable regen-ag infrastructure companies (see table above, noting peak-cycle caveats). A bear-case scenario (timeline slippage of 12–18 months) would compress the A$100M FEVT Live milestone and delay liquidity events — no multiple is guaranteed.

* Peak valuations (2021–22 cycle). Indigo Ag and FBN underwent significant restructuring post-2022. Current valuations may differ materially from figures shown. † Estimated from public sources (Crunchbase/Pitchbook). USD converted at A$0.65. Treat as directional 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.

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.

Valuation & Exit·SV4

Conservative valuation. Material upside unmodelled.

All valuations in this deck assume zero contribution from FEIT. Comparable climate and Real World Asset tokens have reached hundreds of millions to billions in market cap.

FEIT is treated as conservative upside optionality. It sits on top of audited regenerative outcomes (multi-KPI per m²). Unlike comparables, FEIT is backed by a real operating system — not speculation. All valuation forecasts assume zero FEIT contribution.

Climate / RWA token comparables · peak market cap*
TokenThemePeak Market CapRelevance to FEIT

KlimaDAO

Carbon treasury

~A$920M+ peak

Appetite for climate treasury tokens

Toucan

Carbon rails

A$150M+ bridged credits

Demand for RWA climate rails

Moss (MCO₂)

Carbon credits

Tens of millions

Single-asset climate token demand

Regen Network

Ecological ledger

Tens of millions

MRV-driven ecological asset tokens

STEPN

Lifestyle token

~A$3–4B peak

Narrative + behaviour → scale proof

* Peak figures. KlimaDAO and STEPN declined 95%+ from peak. Past market cap is not indicative of future FEIT performance. FEIT is not issued, not pre-allocated, and not offered under this document.

What makes FEIT different from comparables

Real outcomes behind it

FEIT sits on top of audited per-hectare regenerative outcomes — not carbon credit promises or speculative infrastructure.

Full operating system

CoPs, FEVT, FEAG — a working platform. Not a token searching for a use case.

Conservative modelling

We exclude FEIT from all base-case valuations. Analyst discipline, not hype.

Regulatory-first design

FEIT issuance requires separate offer documentation. Structured for compliance, not speed.

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.

Valuation & Exit·SV5

Five pathways. All structured. All conditional.

We don't offer guaranteed liquidity. We offer genuine, cashflow-funded pathways — each contingent on milestones the platform earns its way to. None are guaranteed.

When you invest in Fresh Earth today, you're not waiting for a stock market listing. Your returns come through five funded mechanisms — share buybacks, approved secondary sales, royalty-stream events, dividends, and country licence sales — all fed by what the platform earns across multiple countries. The more countries go live, the more liquidity becomes available.

01

Primary liquidity pathway

Periodic Tender Offers

FEU repurchases shares at board-approved valuations, funded by royalty income, licence fees and CountryCo dividends. Investors can sell a portion of their holding at each window.

Timeline

Begins at First Country Licence (~24–36 months)

02

Regulated private market

Controlled Secondary Transfers

Board-approved peer-to-peer transfers via regulated private-market platforms (e.g. FCX). Buyer eligibility, governance protections and mission-lock transfer restrictions apply.

Timeline

Available from FEVT Live (~6–12 months)

03

Liquidity accelerator

Royalty-Stream Monetisation

Once multiple jurisdictions generate stable royalties, FEU may monetise a 3–5 year slice of future royalty income — creating larger buyback windows without diluting shareholders or selling land.

Timeline

From multi-country scale (~36+ months)

04

Reinvestment-first

Dividend Policy

All earnings reinvested into platform and country scaling in growth phase. Once cash flow thresholds and governance criteria are met, FEU may allocate up to 20% of annual revenues for biannual dividends.

Timeline

Reinvestment-first until Gate 3 scale

05

High-value liquidity event

Country Licence Sales

Each country licence generates: an upfront licence fee (significant non-dilutive cash), up to 15% PDF · floating, capped MAX FEU royalty on Project Development Fee (PDF) revenue, and ~20% FEU equity stake in each CountryCo.

Timeline

First licence ~24–36 months from today

In plain language

Think of it like owning shares in a private company that earns licensing fees from its technology. When the company is doing well — earning royalties from multiple countries — it can buy back some of your shares, or let you sell them to an approved buyer. You don't need the company to list on the stock market to get your money back. You just need it to keep executing.

Liquidity risk: There is no guaranteed minimum holding period, and no obligation on the Company 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.

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.

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.

Valuation & Exit·SV6

One licence event changes everything.

The first country licence sale is the single biggest liquidity and valuation catalyst in the 24–36 month roadmap — before five-country scale.

Stacked revenue model — per country licence
01

Upfront Licence Fee

Significant non-dilutive cash event at signing. Funds FEU expansion, R&D and shareholder liquidity windows.

Variable by jurisdiction · often staged against deployment milestones

02

FEU Royalty · 15% PDF · floating, capped MAX

Capped royalty (max 15%, paid last, flexes down before treasury floor is breached) on each CountryCo's Project Development Fee (PDF) revenue. Recurring, diversified across countries.

PDF = 15% of CoP Gross Value · FEU receives up to 15% PDF · floating, capped MAX of that PDF — never fixed

03

~20% CountryCo Equity

FEU receives an equity stake in every CountryCo — entitling FEU to country-level dividends as operations mature.

Percentage varies by region, partnership structure and capital contribution

04

Token Economics (FEVT + FEIT)

Each country adoption activates its own FEVT issuance pipeline and FEIT participation layer — compounding token ecosystem velocity.

Excluded from base-case valuation · treated as upside optionality

Impact on valuation · at First Country Licence

A$325M+

Target valuation

Upfront fee + royalty entitlement (MAX 15%, capped) + equity stake activation

22×

Entry multiple

From today's A$15M pre-money base — before any FEIT

Tender

First buyback

Licence cash funds first major tender offer / buyback event

Illustrative cashflow stack:CoP Gross Value × 15% → CountryCo PDFup to 15% PDF · floating, capped MAX → FEU Royalty (capped)~20% CountryCo equity → FEU DividendUpfront fee → Non-dilutive cash → Buyback

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.

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) · luke.s@freshearth.io · +61 499 639 383

Confidential · Wholesale investors only (s708) · Not financial advice