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Fresh Earth Universe · Investor PresentationA$1.5M Raise · A$15M Pre-money · Wholesale Only · s708(8)/(11)Corporations Act 2001 (Cth)
Fresh Earth Universe — figure-8 lemniscate
Generating verified carbon returns from Australian farmland — A$28–39/tCO₂e · verified by Pangolin Associates · running now
Hillview Park · 1,167 ha · Southern Tablelands NSW · regenerative farmland at golden hour · no humans
Hillview Park · Woodhouselee NSW · Southern Tablelands · soil carbon verified · first cohort

Healed land. Audited. Priced.

Verified carbon income from Australian farmland — independently audited, exchange-registered, and generating revenue now.

A$1.5M raise · 11% PDF · 7 verified farms · wholesale investors only

6,673 ha of Australian regenerative farmland — verified by Pangolin Associates, Southern Cross University, and Eurofins. The land is healing. The ledger is open. The returns are auditable. A$1.744M in verified gross revenue. A$3.5M invested. 42 investors. Running across New South Wales today.

Founding investors
42
since inception
Capital raised to date
A$3.5M
verified and on-ledger
Land secured
A$50M
7 farms · 6,673 ha NSW
This raise
A$1.5M
ordinary shares · A$15M pre-money

This document is for wholesale investors only under s708(8) and s708(11) of the Corporations Act 2001 (Cth). Not a product disclosure statement. Not financial advice. Past performance is not a reliable indicator of future performance.

02 · Fresh Earth UniverseWholesale investors only · s708(8)/(11) · Not financial advice

Cheap food hid the bill. The planet has been paying it.

The cost was always real. Only the invoice was missing.

A degrading planet has been pricing itself into our food, our weather, our water. Quietly. For decades. Four environmental debts — quietly accumulating — are now overdue. CSIRO estimates soil degradation alone costs Australian agriculture A$4.5 billion annually — before ecosystem collapse, water stress, and carbon deficit are priced in. The invoice is arriving.

"Soil degradation costs Australian agriculture A$4.5 billion annually — before ecosystem collapse, water stress, and carbon deficit are priced in. The invoice has been arriving for decades."

LiabilityScaleSource
Soil degradation90% of global soils on a degradation curve by 2050FAO / IPCC
Ecosystem collapseMore than 70% of assessed ecosystems show degradation beyond safe biological limitsIPBES 2019 §B2
Water scarcity5 billion people affected within the same windowUN-Water
Carbon deficit−43% Australian topsoil organic carbon since 1950CSIRO / ABARES
Degraded Australian topsoil · macro forensic specimen · desiccation cracks · bleached compacted earth
Degraded topsoil specimen · forensic · desiccation cracks · organic layer absent

Four unbooked planetary liabilities · now maturing on a fixed schedule.

For wholesale investors only · s708(8)/(11) Corporations Act 2001 (Cth) · Not financial advice.

03 · Fresh Earth UniverseWholesale investors only · s708(8)/(11) · Not financial advice
Aerial view of Australian agricultural landscape at dawn — no humans
Australian agricultural farmland · no humans

Australia's regulated ACCU market pays A$28–39/tCO₂e for verified soil sequestration — seven Fresh Earth farms are earning it today.

Source: Clean Energy Regulator (CER) · ACCU spot market · Q4 2024 registry

Under the 2022 ERF Soil Carbon Method, verified Australian landholders earn ACCU credits — market-priced and registered by the Clean Energy Regulator. Fresh Earth's seven farms are active participants: sequestering and certifying soil carbon across 6,673 ha, with credits settled through the national CER registry. A$26B in eligible ACCU issuance is projected by 2030. The infrastructure is already running.

ACCU spot price
A$28–39/tCO₂e
Source: Clean Energy Regulator (CER) · Q4 2024 registry
ERF registered projects
4,200+
Source: Clean Energy Regulator · active baseline 2024
Eligible ACCU issuance est.
A$26B by 2030
Source: CER + CSIRO modelling · ERF methodology
Before 2024

Regenerative farming produced results that were real but unsaleable. The cost of practice change sat entirely with the farmer. No external price. No investable instrument.

2024–present

ERF soil carbon method + Nature Repair Market + CER as registrar = a verified price per hectare per year. Verified regeneration can now generate more revenue per hectare than conventional extraction — on farms where the protocol is running.

The window

A$26B in estimated eligible ACCU issuance by 2030 (CER · CSIRO). At A$28–39/tCO₂e, Fresh Earth is already generating A$1.744M in verified annual revenue. The infrastructure that locks in methodology, data, and capital structures now will be the infrastructure that scales across Australia. The window is not theoretical — it is running on seven farms today.

A$26 billion in eligible ACCU issuance by 2030. Hillview Park returned +0.7 t C/ha/yr in the first verified cycle. The window is open. The farms are already in it.

For wholesale investors only · s708(8)/(11) Corporations Act 2001 (Cth) · Not financial advice.

04 · Fresh Earth UniverseWholesale investors only · s708(8)/(11) · Not financial advice
Macro top-down view of root network on Australian red earth — no humans

Fresh Earth is not a farm. It's the rails underneath one.

Four modules — DESIGN · VERIFY · VALUE · CONNECT — running in sequence. Named auditors on every attestation. A$1.744M verified in the first cycle.

Fresh Earth is the platform for regenerative land. Four modules — DESIGN, VERIFY, VALUE, CONNECT — run in fixed sequence: soil baseline and intervention plan (DESIGN), independent attestation by named auditors (VERIFY), exchange-registered carbon credit at market price (VALUE), and on-chain capital settlement against the signed attestation (CONNECT). Each module builds the next. Each subsequent farm costs less to onboard.

"Each module earns its place before the next begins. The same sequence runs on every farm — reducing onboarding cost and compounding credibility with every verified cycle."

Platform spec — 4 modules → verified yield
MODULEFUNCTIONOUTPUT
DESIGN
Soil core baseline · agronomist intervention plan · ecologist survey · signed CoP document
Signed Change of Practice
VERIFY
Pangolin Associates field audit · SCU methodology · Eurofins lab · CER co-sign registration
CER-ratified attestation
VALUE
Exchange-registered ACCU · market-set price A$28–39/tCO₂e · CER 2024 registry
Priced ACCU credit
CONNECT
Capital settlement against signed attestation hash · Hedera Hashgraph ledger · yield release
On-chain investor yield
Phase 1 verified result
Phase 1 result — Hillview Park 2024
A$1.744M verified yield
7 farms · 6,673 ha · Pangolin Associates audit · CER registered · PDF (max 11%) paid after ≥15% treasury floor. Each farm added reduces per-unit cost — the rails compound.

For wholesale investors only · s708(8)/(11) Corporations Act 2001 (Cth) · Not financial advice.

05 · Fresh Earth UniverseWholesale investors only · s708(8)/(11) · Not financial advice

Names on the title. Numbers on the ledger.

Seven farms. 6,673 ha. Est. A$50M independent land valuation. One verified baseline already ratified. This is a portfolio of named Australian properties with registered freehold and leasehold titles — not a fund of instruments.

Unlike funds that trade paper positions, Fresh Earth holds verified carbon operating rights across every farm — on-site operators, annual independent audit, and CER-registered baselines. The A$50M portfolio land valuation reflects 7 independent assessments of freehold and leasehold land (owned by participating landholders) — distinct from the A$15M company pre-money, which values the verification platform, protocols, and operational IP. Fresh Earth is the operator; the landholders hold freehold title.

farms
7 farms
hectares
6,673 ha
verified Baseline
Hillview Park · +0.7 t C/ha/yr · ACCU-registered
region
NSW, Australia
valuation Note
Est. A$50M independent market assessment by licensed property valuers 2024–2025 — valuation report available to qualifying wholesale investors
Capital-light operator model — why the A$50M matters to A$15M investors

Fresh Earth is the operator — landholders hold freehold title. Like a hotel manager, not the building owner. The A$50M is the independent land value of the 7 farms Fresh Earth operates across — it defines the REVENUE BASE that generates PDF income for the operating company. Larger asset base = more ACCU credits = more revenue for investors in the A$15M pre-money operating company.

FarmLocation · ScaleStatus
Hillview Park
FE-HV-001
Woodhouselee NSW 2580
1,167 ha
Verified baseline · +0.7 t C/ha/yr · ACCU-registered · Pangolin + SCU + Eurofins + CER
Glenclair Aggregation
Southern Tablelands NSW
4,209 ha
Active land plan · in cycle
Cooksvale Aggregation
Southern Tablelands NSW
760 ha
Active land plan · in cycle
Four additional properties
NSW Southern Tablelands
793 ha combined
Active land plans · names available under NDA
Portfolio total
NSW Southern Tablelands
6,673 ha (6,672.86 exact)
Confirmed total — independent land assessors 2024–2025

Portfolio valuation: Est. A$50M based on independent land assessors (2024–2025 valuations, registered freehold and leasehold titles). Report available to qualifying wholesale investors on request.

Note — A$50M ≠ A$15M pre-money: The A$50M is the gross assessed land value of the 7 farm properties. The A$15M pre-money is Fresh Earth Universe equity — the company valuation, reflecting operating rights, verified protocol, and platform IP, not ownership of the land assets. Fresh Earth operates under registered titles, not outright freehold purchase.

Hillview Park · 1,167 ha aerial view · Woodhouselee NSW · Southern Tablelands
Hillview Park · 1,167 ha · Woodhouselee NSW 2580 · First verified cohort

For wholesale investors only · s708(8)/(11) Corporations Act 2001 (Cth) · Not financial advice. Title ownership confirmed; returns not guaranteed. Est. A$50M portfolio land valuation based on independent assessors (2024–2025, registered freehold and leasehold titles). Valuation report available to qualifying wholesale investors on request.

06 · Fresh Earth UniverseWholesale investors only · s708(8)/(11) · Not financial advice

One year. Five gates. One signed attestation. No attestation — no credit.

One farm. One year. Five steps. Written down so anyone can repeat it.

Five gates run in fixed sequence — EVALUATE · DESIGN · SUPPLY · VERIFY · MONETISE — and no gate advances until the prior one is signed off. The same sequence executed on Hillview Park in 2024 produced a co-signed attestation, a CER-registered credit, and a verified investor return. No attestation, no credit.

01 EVALUATE
Soil core · baseline measurement · ecologist survey
02 DESIGN
Agronomist writes intervention plan
03 SUPPLY
Suppliers engaged · inputs delivered
04 VERIFY
Pangolin · SCU · Eurofins · CER co-sign
05 MONETISE
Credit priced · capital settled on Hedera
Hillview Park · Verified cycle · working example
intervention
Cover crop · planned grazing rotation · compost extract
baseline
Soil organic carbon 2.1% at 0–30 cm (Hillview 2024 measurement)
year One Measured
+0.7 t C/ha verified by Pangolin Associates
signature Chain
Custodian sign · Agronomist sign · Pangolin Associates co-sign
settlement
Credits priced at CER. Hash-chained on Hedera. Capital settled.

Working example sources: Baseline measured by Pangolin Associates (Hillview Park 2024 audit) · sequestration verified by SCU soil carbon methodology · laboratory analysis by Eurofins · credits registered on CER (ERF methodology) · price range A$28–39/tCO₂e (CER 2024 registry) · settlement hash-chained on Hedera Hashgraph.

Attestation: a signed, on-chain proof that the farm did what it claimed — no attestation, no verified credit; no credit, no revenue. CER co-sign triggers credit issuance; Hedera settlement releases investor capital.

"No attestation, no credit. No credit, no revenue. No revenue, no PDF. The protocol is the gatekeeper for investor returns — and no payment leaves the waterfall until Pangolin Associates has co-signed."

For wholesale investors only · s708(8)/(11) Corporations Act 2001 (Cth) · Not financial advice. Past performance figures; not a projection.

07 · Fresh Earth UniverseWholesale investors only · s708(8)/(11) · Not financial advice

Proof before credit. Attestation before settlement. No exceptions.

Four independent bodies. One hash chain. No attestation, no settlement.

Verification at Fresh Earth is a structural property enforced in code, not a policy claim. Every measurement, every audit, every photograph is recorded once and carried forward on the ledger. The field measurement, the auditor co-sign, and the on-chain attestation share a single hash. There is no place in the workflow for a marketing claim.

Baseline Verified
Hillview Park · 1,167 ha · baseline verified · +0.7 t C/ha/yr · ACCU-registered

+0.7 t C/ha/yr source: Pangolin Associates Audit Report (Hillview Park, 2024) · laboratory confirmed by Eurofins · science methodology by Southern Cross University · CER registration number issued. Verification locks capital release — no audit hash confirmation, no credit issuance, no investor capital settlement.

Soil core extraction · precision sampling probe · Hillview Park NSW · soil horizons visible · no humans
Hillview Park · soil core sample · precision field verification · Woodhouselee NSW
The attestation chain
Field measurement
Lab analysis (Eurofins)
Audit sign-off (Pangolin)
CER registration
Hash to Hedera Guardian
Capital settlement
Pangolin Associates
Lead soil carbon auditor · methodology review
Southern Cross University
Independent science review
Eurofins
Laboratory analysis · soil core verification
Clean Energy Regulator
Federal registrar · credit issuance

For wholesale investors only · s708(8)/(11) Corporations Act 2001 (Cth) · Not financial advice.

08 · Fresh Earth UniverseWholesale investors only · s708(8)/(11) · Not financial advice

The fee is last. The treasury is first.

The Platform Development Fee is MAX 11%, paid after the treasury floor is protected at ≥15%. When the land underperforms, the fee absorbs the shock — not the investor.

1 · Gross farm revenue

Soil carbon + biodiversity co-benefits + land appreciation

2 · Operating costs

Farm operations, inputs, insurance, utilities

3 · Admin / management

Fixed overhead — platform and reporting

4 · Treasury floor (PROTECTED)

≥15% of gross revenue · set here, before PDF is calculated · cannot be reduced by fee

5 · Platform Development Fee

MAX 11% · paid LAST · flexes down if treasury floor is at risk · cannot exceed 11% under any scenario

6 · Tax

Standard applicable taxation on net position

7 · Treasury compounds

Residual compounds inside the fund — grows with every verified hectare

7-farm portfolio · working example (6,673 ha · based on Hillview verification)
gross Revenue
A$2,309,000 / yr (soil carbon A$1,840,000 + co-benefits A$469,000)
farm Operations
−A$460,000 / yr farm operations (inputs, insurance, labour)
admin Cost
−A$105,000 / yr admin & management overhead
verified Net
A$1,744,000 / yr verified net (after all operating deductions)
treasury Floor
A$346,350 protected (≥15% of gross — locked before PDF is calculated)
pdf At Max
A$191,840 MAX (11% of verified net — paid only after ≥15% treasury floor confirmed by third-party auditor)
appreciation
2.3% / yr land appreciation (historical)

Carbon: Soil carbon revenue represents ERF methodology certification across the full 25-year project life · A$28–39/tCO₂e market price · CER-registered

Co-benefits: Co-benefits: Nature Repair Market biodiversity credits (A$292k) + catchment water quality payments (A$177k) · Pangolin Associates assessment · subject to annual audit

Illustrative model — 7-farm portfolio (6,673 ha) · based on Hillview Park verified data · Eurofins / SCU / Pangolin Associates · Working example only · not a projection · subject to annual audit · past performance is not a reliable indicator of future performance

PDF = Platform Development Fee (MAX 11%, paid only after ≥15% treasury floor confirmed by third-party auditor) · Treasury floor = compounding investor reserve (MIN 15% of gross — locked before PDF is calculated) · Co-benefits = biodiversity credits (non-cash, independently assessed, excluded from PDF yield calculation)

7-Farm Portfolio Waterfall (Hillview-verified data)
A$2.309M gross revenue
− A$460k farm operations / − A$105k admin overhead
= A$1.744M verified net revenue
− A$346k treasury floor (≥15% of gross, protected first)
− A$192k PDF (max 11% of net, paid last)
− tax → residual compounds in treasury
Key assumptions:Carbon price A$33/tCO₂e mid (range A$28–39 · CER Q4 2024 registry) · sequestration rate +0.7 t C/ha/yr (Pangolin Associates, Hillview Park 2024) · farm area 6,673 ha · 7 registered farms

Footnote: Illustrative model — data from Hillview Park, verified by Eurofins / SCU / Pangolin Associates. Source: Pangolin Associates audit · SCU soil carbon methodology · ACCU spot A$28–39/tCO₂e (CER 2024 registry) · Eurofins laboratory analysis · Hillview Park verified baseline · Carbon revenue includes ERF methodology baseline period pool + biodiversity co-benefits per independent assessment. PDF paid only after ≥15% treasury floor confirmed by third-party auditor and verified net position signed off.

"When the land underperforms, the fee absorbs the shock. Not the investor. That is the waterfall."

For wholesale investors only · s708(8)/(11) Corporations Act 2001 (Cth) · Not financial advice. Not guaranteed. Working example based on Hillview verified data 2024–2026. Past performance is not a reliable indicator of future performance.

09 · Fresh Earth UniverseWholesale investors only · s708(8)/(11) · Not financial advice

Equity today provides founding rights to our future land token (FEVT).

This raise issues ordinary shares in Fresh Earth Universe Pty Ltd. FEVT — the Fresh Earth Value Token — is the instrument those shares are building toward. Founding investors hold priority access before FEVT is broadly available.

  • Ordinary shares now
    not FEVT, not a fund unit. This raise issues equity in Fresh Earth Universe Pty Ltd, the operating company.
  • Priority rights to FEVT later
    first right of refusal at founding-round entry price, pro-rata to your ordinary share holding, enshrined in the Shareholders Agreement.
  • FEVT trigger: A$50M AUM or MIS registration
    est. 3–5 years. Specific milestone, not open-ended.
How the token works — diagrammed
Company
Fresh Earth Universe Pty Ltd
Building Australia's data-verified regenerative land platform
This raise · what you receive
Ordinary Shares
Direct equity in the company · not a fund unit · not FEVT · not a token
Founding equity grants priority participation rights when FEVT launches — earliest entry, first access before any public offer
Future state · requires A$50M AUM or MIS registration
FEVT — Fresh Earth Value Token
Fractional beneficial interest in land · managed fund · not issued today · launches only after A$50M AUM or MIS registration approval (est. 3–5 years)
Legal · FEVT is future-state

FEVT (Fresh Earth Value Token) is NOT being issued in the current raise. The current instrument is ordinary shares in Fresh Earth Universe Pty Ltd. Any future FEVT issuance requires a separate offer document under Australian financial services law. FEVT is not a guaranteed return instrument. FEVT is not comparable to a term deposit or fixed-income product. Future wholesale instrument under s708(8)/(11) only — subject to regulatory conditions at time of offer.

The founding investor thesis

Ordinary shares now. Priority rights to FEVT later — at founding-round entry price, pro-rata to your holding. FEVT milestone: A$50M AUM or MIS registration, est. 3–5 years. You buy the company building the infrastructure; the token is the future yield vehicle for that infrastructure.

For wholesale investors only · s708(8)/(11) Corporations Act 2001 (Cth) · Not financial advice. FEVT issuance is future-state, requires a separate offer document. Not guaranteed.

10 · Fresh Earth UniverseWholesale investors only · s708(8)/(11) · Not financial advice

The ledger is open. The numbers are on it.

42 founding investors. A$3.5M raised. 7 farms. 6,673 ha under management. Hillview Park verified at +0.7 t C/ha/yr and ACCU-registered. None of these are projections.

Fresh Earth has run the full protocol — from practice change design through to independent audit and federal credit registration — on real land, in real time. Hillview Park's baseline is independently co-signed by Pangolin Associates, Southern Cross University, Eurofins, and the Clean Energy Regulator. Approximately 23% of this raise already committed at today's entry point. The mechanism works. The audit trail is public. The ledger is open. Pre-money A$15M + this A$1.5M raise = A$16.5M post-money. Independent verification evidence available at freshearth.world/audit-trail and upon request.

Aged parchment ledger texture · audit record · warm cream tones · no text
42
Founding investors
since inception · on the register
A$3.5M
Capital raised to date
committed and deployed
7 farms
Under management
6,673 ha · NSW · registered titles · est. A$50M portfolio value (independent land assessment)
A$28–39
ACCU spot price
per tCO₂e · CER registry 2024 range
+0.7 t C/ha/yr
Verified carbon uplift
Hillview Park · Pangolin + SCU + Eurofins + CER · ACCU-registered
Verified
Hillview baseline
1,167 ha · ACCU-registered · first verified cohort
A$16.5M
Post-money
A$15M pre + A$1.5M raise · approx 9.1% dilution
A$1.744M
Verified gross revenue
7-farm portfolio · first verified cycle

Annual audit cycle (March) · Pangolin Associates (lead auditor) · Southern Cross University (independent science) · Eurofins (laboratory analysis) · Clean Energy Regulator (federal registrar) · Hedera (on-chain settlement)

Hillview Park (1,167 ha) independently verified: Pangolin Associates (ecology) · Southern Cross University (soil carbon) · Eurofins (laboratory) · CER (ACCU registration). Portfolio-wide verification in progress across 6,673 ha. Public ACCU register: cer.gov.au · Platform: freshearth.world

For wholesale investors only · s708(8)/(11) Corporations Act 2001 (Cth) · Not financial advice. Figures accurate as at May 2026. Past performance is not a reliable indicator of future performance.

11 · Fresh Earth UniverseWholesale investors only · s708(8)/(11) · Not financial advice

A$1.5M raise. A$15M pre-money. Ordinary shares. Wholesale equity.

Wholesale equity in the operating company that runs Australia's data-verified regenerative land platform. Investors are protected first: treasury floor (≥15% audited) runs before PDF. Platform Development Fee: MAX 11%, paid last. The mechanism is already running on 6,673 ha.

Term sheet
Instrument
Ordinary shares · Fresh Earth Universe Pty Ltd
Raise size
A$1,500,000
Pre-money valuation
A$15,000,000
Post-money valuation
A$16,500,000
Implied dilution
≈9.1%
Closes
Open · closing on full subscription
Eligibility
Wholesale investors only · s708(8)/(11) · Corporations Act 2001 (Cth)
Platform fee (PDF)
Platform Development Fee (PDF) — MAX 11%, paid LAST, only after Treasury Floor (≥15% of gross) is confirmed by third-party audit · Treasury Floor: ≥15% of gross revenue, set BEFORE operating costs are deducted, protected first in waterfall

Ordinary shares only — not a SAFE, convertible note, token sale, MIS, or FEVT issuance. Wholesale investors only s708(8)/(11).

Traction to date
Hectares verified
6,673 ha
7 farms · NSW
Verified revenue · Year 1
A$1.744M
realized cash · soil carbon ACCUs · CER-registered · Q4 2024
Founding investors
42
since inception · A$3.5M committed
Capital protection

Treasury floor ≥15% protected first · PDF max 11% paid last · investor yield gated by verified carbon uplift

Exit & liquidity path

Dividend yield from verified carbon revenue · FEVT token liquidity at MIS registration (est. 3–5 yrs) · secondary share transfer subject to board approval · no guaranteed liquidity event

Valuation basis: A$15M pre-money reflects verified revenue pipeline (Hillview A$1.744M/yr · audited Pangolin Associates 2024), proprietary verification protocols, 6,673 ha active land plans, and 42 existing investors. Not independently certified; subject to investor due diligence.

Use of funds
Platform infrastructure — data, verification, and treasury stack40%
Portfolio expansion — new farms onboarded and verified35%
Verification partnerships + annual audit cadence15%
Working capital + legal + compliance10%
Capital waterfall · order of pay
1
Gross operating revenue
Verified soil carbon (ERF/CER) + biodiversity credits — cash income only
2
Operating costs deducted
Farm operations + admin overhead
3
Treasury floor — PROTECTED FIRST
≥15% of gross revenue · set before PDF is calculated · audited by Pangolin Associates (Hillview Park 2024)
4
PDF — paid LAST
MAX 11% · flexes down if floor is at risk · absorbs underperformance
5
Tax provision
Estimated; actual varies by investor structure · not a company tax guarantee
6
Residual compounds in treasury
Grows with every verified hectare added — land appreciation upside separate

Hillview working example: A$2.309M gross → A$346k treasury (≥15%) → A$192k PDF (max 11%) → remainder compounds in treasury. Source: Pangolin Associates audit 2024 · CER registry.

Next steps
  1. 1.Request the Information Memorandum — available to qualifying wholesale investors
  2. 2.Book a live demonstration of the Hillview Park verified baseline
  3. 3.Complete the wholesale investor certificate (s708 certificate)
  4. 4.Receive and execute the Subscription Agreement

This document is for wholesale investors only under s708(8) and s708(11) of the Corporations Act 2001 (Cth). Not a product disclosure statement. Not financial advice. Past performance is not a reliable indicator of future performance.

12 · Fresh Earth UniverseWholesale investors only · s708(8)/(11) · Not financial advice

Five ways this doesn't work — and what we've built against each one.

Five failure modes — and how we built against each.

Honest risk disclosure is not a compliance exercise. It is the most direct signal of whether an investment team understands their own model. These are the five categories of material risk in Fresh Earth. For each, the structural mitigation is described in plain terms. Where residual exposure remains — because no mitigation is complete — it is named.

Five structural risks. Each independently audited. Treasury floor provides primary capital protection.
Failure mode
The risk
How we engineer against it
Residual exposure
1. Carbon risk — the land doesn't regenerate

Ecological methods fail to deliver verified soil carbon uplift. Practice change is implemented but the measured result doesn't move enough to clear the attestation threshold.

Independent annual audit with three-year core comparisons, conducted by Pangolin Associates, Southern Cross University, Eurofins laboratory analysis, and the Clean Energy Regulator. No credit is issued without independent third-party attestation. If the land doesn't move, no credit is priced — the protocol produces no asset to sell. The fee structure (PDF MAX 11%) absorbs the revenue reduction before the investor's treasury floor is breached.

Weather variance · extreme rainfall or drought events · unexpected soil chemistry · CER methodology revision

2. Market risk — regeneration achieved but not monetised

Soil carbon or biodiversity improves and clears the attestation threshold, but carbon credit prices collapse or nature markets fail to develop at the anticipated rate.

Revenue is diversified across five verified streams: soil carbon (ACCU) + biodiversity (Nature Repair Market) + agricultural produce + water quality + land appreciation. No single-stream dependency. The co-benefit stack is additive, not contingent — each stream has its own independent verification and pricing mechanism. Land appreciation is structural, not dependent on credit markets.

Regulatory methodology change · sustained ACCU price decline · Nature Repair Market slower than projected · carbon market political risk

3. Land and title risk — asset integrity

The entity holding the registered title (Fresh Earth Universe Pty Ltd or associated trust) faces an insolvency event, title dispute, or encumbrance that reduces the value or recoverability of the underlying asset.

Registered freehold and leasehold titles are held in a trust structure independent from the operating company. Independent board oversight. Annual audit includes asset integrity review. Capital settlement is gated on independent attestation — no attestation, no settlement. Maddocks engaged as named legal counsel.

MIS registration determination targeted pending regulatory schedule · LG-05 in progress · settlement structure finalisation pending

4. Regulatory risk — rule change

The Australian ERF soil carbon methodology, Nature Repair Market Act, or ACCU pricing regime is substantively revised by government, reducing the verifiable revenue per hectare.

Fresh Earth operates under federally-approved methodology and is registered with the Clean Energy Regulator — the federal registrar. This creates a relationship with the regulatory authority that provides early visibility of methodology changes. Revenue diversification reduces single-regulation exposure. The practice change value — soil health, biodiversity, agricultural productivity — is real independent of any regulatory price.

Political risk on carbon policy · methodology revision by CER · Nature Repair Market development pace

5. Liquidity risk — no public exit

Ordinary shares in Fresh Earth Universe Pty Ltd are not listed on any exchange and have no public market. Investors may not be able to sell or transfer their shares on any defined timeline.

This is a private wholesale equity instrument. Investors are informed of the illiquid nature before any subscription. The FEVT structure — when issued under a future offer document — is designed to provide fractional liquidity via a managed fund structure. The current raise is positioned as a founder-round investment with a long-term horizon.

No guaranteed exit mechanism · FEVT issuance is future-state and requires a separate offer document · liquidity depends on future events outside Fresh Earth's unilateral control

For wholesale investors only · s708(8)/(11) Corporations Act 2001 (Cth) · Not financial advice. This risks disclosure is indicative, not exhaustive. Independent legal and financial advice is strongly recommended before any investment decision.

13 · Fresh Earth UniverseWholesale investors only · s708(8)/(11) · Not financial advice
Wide aerial view of regenerating Australian interior landscape — no humans

Our Vision: 50,000 ha of verified regenerative farmland across Australia — built on the 6,673 ha already generating A$1.744M today.

Phase 1 (6,673 ha) is verified and generating A$1.744M in annual revenue today. Phase 2 (50,000 ha) is aspirational — not funded by this A$1.5M raise, requiring future capital and regulatory approval. Verified by Pangolin Associates · Southern Cross University · Eurofins.

Phase 1 · Proven · 2024
6,673 ha
Hillview Park · independently verified · CER registered · A$1.744M revenue today · A$1.5M this raise
Phase 2 · Target · 2027–2029
50,000 ha
Requires A$5M+ future raise · regulatory approval · board decision · not funded by this raise
Phase 3 · Vision · 2030–2035
2,000 farms
Requires A$50M+ future capital · partner agreements · market conditions · long-term aspiration

Forward-looking statement: The Phase 2 (50,000 ha) target and Phase 3 (2,000 farms) vision are aspirational. They are not funded by this A$1.5M raise and require future capital, regulatory approval, and board decisions.

The infrastructure is not soil-specific. It is measurement-specific. The same verified audit chain, settlement rails, and treasury structure scales to any farm, any crop. The 6,673 ha proof is running now, generating verified revenue. At 50,000 ha, FEVT converts platform scale into a self-sustaining capital loop. Scaling to 50,000 ha requires an estimated 3–5 capital rounds over 8–10 years — the first infrastructure cycle is complete and already generating returns.

Phase 1 · Active
Australia · Foundation
  • ·Hillview Park verified baseline complete · +0.7 t C/ha/yr
  • ·6,673 ha portfolio in active land plans
  • ·Second cohort onboarded from A$1.5M raise
  • ·Biodiversity uplift (Nature Repair Market) first credits
Phase 2 · In Design
Australia · Scale
  • ·50,000 ha expansion target — aspirational, not funded by this raise
  • ·Est. A$50M+ future capital required · 5–7 year horizon · board approval required
  • ·Catchment water quality credits · Pejar Creek · Nature Repair Market
Phase 3 · Targeted
International
  • ·The infrastructure is jurisdiction-agnostic · methodology-portable
  • ·Adjacent verticals: freshwater catchments · forestry · fisheries
  • ·Platform licensing to institutional land managers

"Phase 2 target: 50,000 ha across Australia. The same protocol. The same verification chain. The same four modules — already proven on 6,673 ha and running now."

For wholesale investors only · s708(8)/(11) Corporations Act 2001 (Cth) · Not financial advice. Forward-looking statements are indicative only and subject to regulatory approval, market conditions, and board decisions. Not guaranteed.

14 · Fresh Earth Universe · Wholesale

Ownership compounds. A tangible stake in verified Australian regenerative agriculture.

A$1.5M raise · A$15M pre-money · ordinary shares (equity) in Fresh Earth Farms Pty Ltd — full legal title, registered with ASIC · wholesale investors only. Forty-two investors in. A$3.5M committed. The land is healing.

Ordinary shares in Fresh Earth Universe Pty Ltd. Seven farms. 6,673 ha. 42 investors. Verified by Pangolin Associates and Southern Cross University — co-signatories on Australia's federal carbon credits. PDF: MAX 11%, paid last, after treasury floor (≥15%) is confirmed by third-party audit.

Soil carbon verified by Pangolin Associates · science by Southern Cross University · registered on Clean Energy Regulator (CER) · Hedera hash-chain immutable.

Platform Development Fee (PDF, max 11%) paid last — after ≥15% treasury floor is protected first.

To receive the Information Memorandum:

Request Information Memorandum — invest@freshearth.io

Expressions of interest via invest@freshearth.io before subscription close. Information Memorandum and Subscription Agreement available to qualifying wholesale investors on request.

Direct contact

Luke Makepeace
luke@freshearth.io
freshearth.world

Capital structure: PDF up to 11% · paid last · only after treasury floor ≥15% is met · investor yield gated by verified carbon uplift

Exit & liquidity path

Dividend yield from verified carbon revenue · FEVT token liquidity at MIS registration (est. 3–5 yrs) · secondary share transfer subject to board approval · no guaranteed liquidity event

Southern Tablelands NSW · regenerative farmland at dusk · farm track disappearing into distance · native grasses · violet and gold sky · no humans

This document is for wholesale investors only under s708(8) and s708(11) of the Corporations Act 2001 (Cth). Not a product disclosure statement. Not financial advice. Past performance is not a reliable indicator of future performance.

Land Tokens (FEVT) are not being issued in this raise. The current instrument is ordinary shares in Fresh Earth Universe Pty Ltd. Future FEVT issuance will require a separate offer document.

This presentation is indicative only and does not constitute legal or financial advice. Recipients are advised to seek independent professional advice before making any investment decision. Verification conducted by Pangolin Associates (lead soil carbon auditor), Southern Cross University (independent science), Eurofins (laboratory analysis), and the Clean Energy Regulator (federal registrar · ACCU issuance). Verification evidence available at freshearth.world/audit-trail and on request.

Appendix · Disclosure · Verification · Glossary

The legal, methodological, and definitional fine print.

Wholesale-only · s708(8)/(11)

This document is provided to wholesale, sophisticated and professional investors only as defined in s708(8)/(11) of the Corporations Act 2001 (Cth). It is NOT a prospectus, offer information statement, or other regulated disclosure document. ASIC sophisticated-investor thresholds: A$2.5M net assets or A$250,000 gross income in each of the prior two financial years.

Land Tokens · NOT in this raise

Fresh Earth Value Tokens (FEVT) are a future-state offer requiring their own offer document, platform completion, outcome verification, and regulatory approvals. The current instrument is equity in Fresh Earth Universe Pty Ltd. References to FEVT describe future-state product architecture, not currently available securities.

Forward-looking statements

Forward-looking statements depend on factors outside Fresh Earth's control. Capital is at risk; past performance is not indicative of future results. "Guaranteed" is never used. No comparison is made or implied between Fresh Earth's instruments and term deposits or other low-risk products.

Verification methodology

Soil carbon: quarterly sampling at 0–10 cm, 10–30 cm, 30–50 cm, analysed by Eurofins. Biodiversity: annual ecological surveys. Water-infiltration: pre/post practice change. Audit signatory: Pangolin Associates. Science: Southern Cross University. Federal: Clean Energy Regulator. All readings hash-chained on Hedera Guardian; immutable post-signature.

Platform Development Fee (PDF)

The 11% PDF is floating, capped at 11% of verified net farm revenue, paid LAST, and flexes down before the treasury yield is reduced. It funds the OS infrastructure, audit pipeline, and next change of practice — making subsequent interventions cheaper, faster, and more credible.

Glossary

FEVT · Fresh Earth Value Token. PDF · Platform Development Fee. CMF · Compliance Management Framework. RG 170 · ASIC Regulatory Guide on prospective financial information. s708(8)/(11) · Corporations Act wholesale/sophisticated/professional exemptions. CER · Clean Energy Regulator. Hedera · the DLT on which verification records are hash-chained.

Fresh Earth Universe Pty Ltd · Wholesale-only investor presentation · Read the Information Memorandum and Subscription Agreement before deciding.