Sculptree

Private & Confidential

Notices This Product Disclosure Statement describes the share offer for investment in the Company. The contents of this document may not be released to any other person without the express written consent of the Company. This document shall at all times remain the property of the Company. This document must be read in its entirety and any statement, is subject to the risks and qualifications as set out in this document, and any support materials. This Product Disclosure Statement is based upon the knowledge and belief of the Company. Neither the Company not any other entity associated with this offer, nor their respective directors, employees or officers, represents or warrants the accuracy or completeness of this document, or any information contained in it. Any person investing in the shares of the Company undertakes the purchase based upon their own search and enquiry and having acknowledged the qualifications and risks in this document. Investors should seek their own independent legal, accountancy and financial advice as to the suitability of this share investment for their objectives, financial situation and needs. This Product Disclosure Statement does not purport to be complete, accurate or contain all information that may be required to make an informed assessment of whether to purchase shares in the Company. Neither the Company, or related entities, or directors, officers or employees guarantees the performance of your investment in the Company.

This is an exempt offer in term of the Corporations Act. Offers can only be made to qualified investors.

Directory The Company Sculptree Pty Ltd 1964 Abercrombie Road, Black Springs, NSW, 2787 0434998609 ldranson@gmail.com Management & Servicing COOtheservices Pty Ltd (COO) PO Box 651 Terrey Hills, NSW 2084 T: 1300 908 593 E: info@cootheservices.ocm www.cootheservices.com The Founder Lawrence Ranson 323 Yetholme Drive, Yetholme, NSW, 2795 0434998609 ldranson@gmail.com

Executive Summary Sculptree aims to develop DIY kits for home growers to sculpt living plants around frames via training and grafting to create living furniture and art. These structures bring together horticulture and art/design to create sustainable and timeless furniture pieces for the modern home. A range of kits will allow for the growth of small structures such as lampshades, through to larger furniture and sculptures. The principles of growing some plant varieties into practical shapes and furniture have been successfully established overseas. Development and commercialisation of furniture produced in this way is in its early stages. While it can be done on a large (commercial mass-production) scale, these practices have never been presented in the form of DIY kits for home production before. By being the first to combine elements of espaliering, grafting and arboriculture and artisanship (summarised in the new term 'arborsculpture') into a user friendly kit, accessible to the hobbyist and home gardener – Sculptree will be the first-mover to market arborsculpture to the general public in a small scale, practical form with high growth potential.

Second Round of Funding - 20-21 Financial Year Sculptree is aiming to raise between $400,000 and $2,000,000 to build the website and release the first kits to nurseries and DIY stores around Australia. The infrastructure is now in place and trials set up over the company’s first year to support this. We are nearly ready to launch prototypes and start marketing drives. With your continued support we plan to develop these prototype kits further, ex-pand the range and create a photo series that we will advertise via a new website (currently in draft and ready to launch). We also plan to approach some retailers directly to sell our kits. We have worked on some wire-based structures that can be easily packed in kits and assembled by consumers

to train plants around and create household items such as sculptures, lamps, chairs and stools. The next step would be working out suitable packaging and developing a price structure for these, based on the complexity of the items to be created and the number and type of seedlings being provided. Some practical questions we have answered include the idea of shipping these kits with winter dormant plants especially (all those in our list barring the eucalypts) - which can be transported for long periods in kits without light over the winter. At other times of year when the plants are active, the kits can be marketed through the website and made up to order, to minimise transport time for live plants. Progress to date: This year we have successfully built a greenhouse and set up irrigation and nursery infrastructure to house the plant production side of the Sculptree business plan. This proved a complex task with a lot of input of time and planning needed to do right, but it is up and in full use as of April! We have done considerable market research on any similar products (of which there aren't many) and how our kits will fit in to the market. This has proven encouraging, with slightly similar items such as Bonsai trees and trained bamboo enjoying ongoing popularity around the country and internation-ally. Companies overseas working on a similar concept of growing trees into furniture such as http://pooktre.com/ and https://fullgrown.co.uk/, who raised capital in 2017 via kick-starter: https://www.kickstarter.com/projects/1118162081/full-grown-trees-grown-directly-into-art-and-furni. We have planted a trial plot of trees to be grown into trial furniture items longer term - but due to an intense drought and water shortages over the Summer - these have not grown much this year. We invested in irrigation infrastructure and kept them alive, but we will need another year to get preliminary results. The species we have planted are: sour (wild) cherry, willow, oak, japanese maple and sugar maple, as well as a few native Eucalypt species. The cherry, willow, japanese maple and eucalypts feature fast growth and flexible stems that can be easily trained, with timber that is flexi-ble and suitable for curing after cutting. The Oak and sugar maple are slower growing but with higher quality, stronger timber - ideal for premium finished products. We plan to sow and grow more of these to provide as seedlings in the kits to be distributed later. We do need prototype models to advertise the kits and unfortunately the growth was not adequate for this this year.

The Proposal

Description of the business We are an early-stage horticultural design company based in the Blue Mountains, Australia. Our core business is the development of new DIY kits for hobbyist and home gardeners to grow their own plant furniture and sculptures. Our idea is based on a combination of established horticultural and artisanship principles and new ideas in marketing and commercialisation. The team consists of experienced horticulturalists bringing a strong network from the creative arts and sculpture industry.

Business strategy Sculptree will present the new art/design form 'arborsculpture' as kits, making it readily scalable commercially and a completely new concept for both the Australian and international market. The company can grow rapidly to suit demand with the release of new designs and plant varieties to market. An interactive website will allow for market research and direct sales as well as voting by consumers on new design concepts and plant varieties. All the items generated will be sustainable and carbon positive, eliminating the wastage associated with carpentered wood or moulded plastics and metals that go into furniture. They also encourage creative gardening and working with plants, building on the already established bonsai and espaliering crazes. Some planned releases include:

– Quick grow range – Exotic range – Australian species range

We plan to expand the business through the development and manufacture of our product over the next year. The intention is to release at least 2 fully developed kits to the market as well as launch a website linking to various social media to capture sales and analytics on consumer interest. We anticipate to make our first profits towards the middle of the 2020-2021 financial year with the release of our first kits and to focus on scaling up via marketing into Sydney and Melbourne markets as a start. Over the next one to three years we plan to add more kits to the range and focus on minimising production costs through more efficient sourcing and manufacturing of materials and plants. To establish a foothold in Australia we will focus on obtaining details with major DIY and gardening retail chains (Bunnings, Mitre 10, Flowerpower, etc.). From here kits can be shipped across the world to capture foreign markets, starting by adding the possibility of international orders to the website and utilising intenational e-commerce platforms such as Amazon and Ebay. The company will also provide online training courses on the website and linked to open access sources such as YouTube for marketing purposes and to make it more widely accessible. A concern for the business is the ability for it to be copied. We will investigate patenting our ideas and individual kits and also utilise our first-mover advantage by expanding quickly - with the goal of

getting established before any significant competition arises. Some overseas companies have been identified that are experimenting with arborculture – though these are still in the research and development stage and are not marketing DIY kits as yet. The stage is set for Sculptree to take off but we must move quickly to secure the Australian and international markets.

Organisational Structure CEO & Sales Director– Lawrence Ranson

Consulting Sculptor/Designer 1 – Harrie Fasher

Consulting Website designer – Insa Keilbach

The Company has contracted COO to provide financial and startup management services. The Company may also contract out sales and coding functions.

Legal or disciplinary actions against the Company The Company was incorporated on the 17th of June 2019 and has no legal or disciplinary actions against it.

Pro-Forma Budget (Pre-revenue)1

Sculptree Year 1 Year 2 Year 3 Year 4 Year 5

Investment $400,000 $400,000 Available resources Equity $80,000 $160,000 $160,000 $160,000 $160,000 Interest $4,000 $4,000 $8,000 $2,000 $0 Total $84,000 $164,000 $168,000 $162,000 $160,000 Expenditure Director fees $30,000 $40,000 $50,000 $55,000 $55,000 Initial Expenditure (Coding, marketing development) $23,000 Regular costs $1,000 $1,000 $1,000 $1,000 $1,000

Management Fees $20,000 $20,000 $20,000 $20,000 $20,000 Other costs $10,000 $103,000 $97,000 $86,000 $84,000 Total (accum) $84,000 $248,000 $416,000 $578,000 $738,000

The Budget will be scaled according the actual funds raised by the Company. In the event that more than share capital is raised the milestones in the Roadmap will be accelerated. In the event that less share capital is raised the milestones will be scaled back. The minimum capital to be raised is $100,000.

1 Budget will be scaled according to actual funds raised.

Capital Structure

Issued capital As at the date of this CSF offer document, the Company has 5,000,000 Ordinary Class shares. As set out in Table 1 below, the 5,000,000 shares as set below:

Table 1: Issued capital of the Company before the Offer

Shareholder Share Type Shares Options

Founder Ord 4,500,002

COO Ord 500,000 Maximum of 5% of capital raised

Investors Ord

400,000

Total N/A 5,400,002

• COO and Sales Director (if appointed) are entitled to options as set out in the Clause 5 of the Share-holder Agreement.

Table 2: Issued capital of the Company following the Offer

Shares Minimum Subscription Maximum Subscription

Founder 4,500,000

(75.0%)

4,500,000

(60.8%)

COO 500,000

(8.3%)

500,000

(6.8%)

Existing Investors 400,000

(6.67%

400,000

(5.4%)

Shares on Offer 600,000

(10.0%)

2,000,000

(27.0%)

Total shares on issue

(undiluted basis)*

6,000,002

(100%)

7,400,002

(100%)

* If Options are exercised the shareholdings will be diluted.

Ordinary Share Rights

Ordinary shares give shareholders the right to receive notice of and attend company meetings. Shareholders appoint the Company officeholders and have such further rights as set out in the Company’s Constitution.

Shareholder Agreement

Shareholders are bound by the Shareholder Agreement set out in this Offer Document.

Summary:

• COO appointed to manage finances of the Company. • Annual review of operations and budget. • Issue of additional shares, debt and obligations need COO and shareholder consent. • Sale of business or purchases over $5,000 need COO consent. • Shareholders have right of first refusal of sale of Company Shares (Pre-emptive Rights). • If shareholders want to exit after the first year, the founder takes the IP and all the work and

the shareholders share any remaining cash and other assets. • Grant of options to the COO and Sales Director (if any).

This is a summary only. You should read the full terms of the Shareholder Agreement.

Debt funding and other sources of funding

The Company has no debt.

Director loans

There are no director loans.

Government grants

The Company may apply for grants to which it is entitled, including: - Research and Development Grants; & - NSW MVP Grants Grant applications require large amount of Founder time and resources that may not be rewarded with successful application/s. It shall be within the discretion of the Founder whether grant applications are made.

Directors and senior managers Neither the Founder nor the senior managers have any legal or disciplinary actions against them.

Risks facing the business An investment in the Company should be seen as high-risk and speculative. A description of the main risks that may impact our business is below. Investors should read this section carefully before deciding to apply for shares under the Offer. There are also other, more general, risks associated with the Company (for example, risks relating to general economic conditions or the inability to sell our shares).

Main risks

Type of risk Description of risk

The Company’s product/intellectual property is still at seed development phase and may never be successfully commercialised

The Company has no or limited operating history and is not yet profitable, as our product/intellectual property is still in the seed development phase.

The commercial success of our product/intellectual property will depend on many factors, including our ability to develop a minimum viable product.

We may not be able to successfully commercialise our product/intellectual property. This will have a material adverse effect on the Company’s potential revenue and prospects.

The Company’s success relies on its ability to protect its intellectual property

The protection of the Company’s intellectual property is important to our business and commercial success.

Registering IP is expensive and subject to theft by IP Trolls.

It will remain in the sole discretion of the Founder whether to register the IP.

If we are unable to protect or enforce the Company’s intellectual property rights, there is a risk that other companies will copy our product and technology, which could adversely affect our ability to compete in this market. Registering the IP could lead to the same result as the Company does not have the resources to mount defence of any registered IP.

No applications for patents have been made at this time.

The Company will need additional funding to implement its business strategy

The Company’s current cash reserves (plus the net proceeds of the Offer) will not be adequate for our funding requirements beyond the budget set out in this document.

The Company will need to obtain additional funding to continue operations and execute its business strategy. We cannot guarantee the availability of funds in the future, or that the funds will be available on favourable terms. If we are unable to raise these funds, it could adversely impact the Company’s business and prospects.

General Risk Factors

You must make your own assessment of risks inherent in and potential returns from, an investment in the Company. In particular, it should be noted that information or material in this Offer, about investment prospects and future events is uncertain and is based on certain assumptions about matters beyond the control of the Company and its officers and advisers. Without limiting the generality of the foregoing, no representation, warranty or guarantee is given in respect of information concerning possible future performance or about the prospects of such future events.

Introduction An investment in the Company is speculative and carries high risk. The value of shares in the Company can be affected by a number of factors. While the Company expects to manage a number of these risks by implementing appropriate due diligence procedures and management techniques but circumstances outside the Company’s control could affect the value of Investment Contracts. Adverse events could result in a partial or total loss of capital.

Start-up The Company is a start-up with no track record and a speculative business model. The majority of new businesses fail in the first two years and even more start-ups fail.

Capital risk There is a high risk that you will not receive back the money that you have invested in the Company.

Liquidity Risk Shares issued are in a Proprietary Company. Transfer and sale of shares are subject to approval of the director(s) of the Company. The shares are not listed on any exchange and it may be difficult to sell the shares. Any sale or transfer of shares is subject to the pre-emptive rights set out in this Offer Document. Your investment is illiquid. This means that you are unlikely to be able to sell your shares quickly or at all if you need the money and decide that this investment is not right for you.

World and domestic events Domestic and international economic, social and political events will impact currency exchange and the level of commercial activities leading to adverse impacts upon the Company.

A Financial Crisis Extreme fluctuations on financial markets may lead to adverse conditions for the Company that could lead to partial or total loss of capital.

Tax Neither the Company, its director(s) or advisors or any other related parties, guarantee or warrant the availability of any tax benefits that may accrue to an investor consequential to purchase of the shares. You should reply upon your own tax and financial advice.

Share Dilution In the event that share options detailed in the Shareholder Agreement are exercised, your shareholding will be diluted. The Company reserves the right to raise further capital. Any further capital raisings may dilute your shareholding. Even if the Company is successful the value of your investment and any return on investment could be reduced if the Company issues more shares.

Misleading There are rules for handling your money. If your money is handling inappropriately, or there are misleading statements in this offer document or there is misconduct by the Company, or the companies involved in this offer become insolvent, you may have difficulty recovering your money.

Other Matters There may be matters and circumstances that arise that the Company has not contemplated that could be a risk to your investment.

Shareholder Agreement RECITALS A. The Company operates an innovative start-up business. B. The parties to this agreement intend to be shareholders of the Company. C. This agreement sets out the parties’ intentions for operating the Company. The parties agree as follows: 1. Structure of the Company

1.1 The parties agree that the purpose of the Company is to own and operate the Business described in this Offer Document;

1.2 The parties hereto agree that the director(s) shall manage the business to diligently; 1.3 The director(s) shall report to the shareholders at least annually setting on the progress and prospects

for the Company; 1.4 The director(s) may not commit the Company to expenditure beyond the agreed budgets; & 1.5 The parties hereto agree that COOtheservices Pty Ltd (COO) is to manage the finances and budget of

the company in line with the latest agreed intentions of the shareholders. In Year 1, these are demonstrated by the initial budget and business plan as set out.

2. Annual Review The parties agree that the director(s) must obtain majority shareholder approval for each new annual budget within 4 weeks of the annual reporting. In the event that the annual budget is not approved by the majority of shareholders, COO will supervise a sale, wind up and/or distribution of assets of the Company. 3. Shareholder Protections The following matters require the consent of COO

3.1 The allotment of shares, convertible notes, options and other securities in the Company;

3.2 The issue or redemption of any shares in the Company;

3.3 The acquisition by the Company of any interest in any business or undertaking;

3.4 The transfer sale or disposal by the Company of any asset or assets having an aggregate book value or

market value whichever is the greater, in excess of five thousand dollars ($5,000.00);

3.5 The granting of any encumbrance over any asset of the Company;

3.6 The Company entering into any commitment or liability that is not in the ordinary course of the Business;

3.7 The delegation of any powers by Officers of the Company;

3.8 Variation of the Constitution of the Company

3.9 Declaration of any capital distributions; and

3.10 The formation of any other entities, corporate or otherwise. 4. Pre-emptive Rights

4.1 The proposed transfer of any shares shall be offered in the first instance to the other shareholders in

the Company in nearly the same proportions to the shares already held by them at a price to be agreed.

In the event of failure of the parties to agree upon a price, the proposing transferor shall be at liberty to

offer the subject shares to any other party.

4.2 In the event that a proposed purchaser of the said shares is obtained following such offer, the shares

shall be offered to the other shareholders in the Company in nearly the same proportions to the shares

already held by them who shall be free to accept the subject shares upon the terms offered. In the

event that the other shareholders fail to accept the said terms then the proposed transferor shall be

free to sell the said shares to the other party or parties.

4.3 The pre-emptive rights set out in this clause shall apply to shares transferred by transmission in an estate.

Any transfer of shares by way of transmission, where other shareholders have not exercised their pre-

emptive rights, shall be subject to and conditional upon any such beneficiary entering into a deed in the

same terms as this Deed.

5. Options 5.1 COO Options Whereas COO is fundamental to the success of the Company, COO is hereby granted the Option to purchase Ordinary shares on the following terms:

5.1.1 The Option price compensates COO for the work and effort the COO has expended in securing investments into the shares of the Company; 5.1.2 The last date to exercise the option is the expiration of 2 years from the date this Offer is closed; 5.1.3 The exercise price is $1.00 per share; and 5.1.4 The shares the subject of this Option are shares equaling 5% of the capital raised by COO.

5.2 Sales Director Options The Company may appoint Directors to the Company with the responsibility of securing investment into the Company. In the event that a Sales Director is appointed to the Company, that Director is granted the Option to purchase Ordinary shares on the following terms:

5.2.1 The Option price is the work and effort the Sales Director has expended in securing investments into the shares of the Company; 5.2.2 The last date to exercise the option is the expiration of 2 years from the date this Offer is closed; 5.2.3 The exercise price is $1.00 per share; and 5.2.4 The shares the subject of this Option are shares equaling 5% of the capital raised by the Sales Director.

6. Yearly Shareholder Review 6.1 At the annual general meeting, the Founder shall table financial statements, a budget and report on the company’s future prospects. 6.2 It is intended that the report on the company’s future prospect will be a thorough analysis of whether the company’s business objectives are being met and whether the company should continue or cease business. 6.3 The majority of shareholders shall agree to continue business and support the budget for the next 12 months. 6.4 COO shall assist the company in determining and deciding upon alternative paths forward. It may recommend and discuss with the founder of the company any of the following:

1) Agree budget and continue the business; 2) Raise new funds; 3) Cease business and wind up the company and distribute any assets; 4) Sell the business; 5) Restructure and/or refinance the business; 6) Restructure shareholdings and equities; or 7) Any permutation or combination of the above.

7. Restraint 7.1 The Founder is integral to the success of the company and will be the company’s Chief Executive Officer (CEO). 7.2 The Founder will work in the best interests of the company and not engage in any other business that has the same objectives as the company. 8. Other Matters 8.1 Conflict Where there is any conflict between a Constitution and this Agreement, the provisions of this Agreement shall override that Constitution.

8.2 Good Faith Each party shall act in good faith in all dealings in respect to their investment and the Company. 8.3 New Shareholders Where any person or corporation acquires a shareholding or interest in the Company after the date of this agreement, they shall enter into a deed binding themselves to the terms and conditions herein. 8.4 Dispute If any dispute or difference arises between the parties hereto ("Dispute"), then the parties shall negotiate in good faith for a period of at least twenty (20) Business Days. 8.5 Appointment of Mediator If the parties are unable to resolve the dispute by negotiation the parties shall submitted the Dispute to be settled by a Mediator. The Mediator shall be an independent person, who is a chartered accountant, nominated by the NSW President of the Institute of Chartered Accountants, or his or her nominated representative. 8.6 Determination of Mediator The Mediator appointed shall make a determination as to the Dispute and such determination shall be binding upon the parties. Any such Mediator shall not be required to give reasons for their determination that shall be made in their absolute discretion. 8.7 Governing Law This agreement shall be governed by and construed in accordance with the law for the time being in force in New South Wales and the Parties by agreeing to this Agreement shall be deemed to have submitted to the non-exclusive jurisdiction of the courts of that State. 8.8 Costs Each Party shall bear its own costs in connection with this Agreement. 8.9 Notices Communications between the parties shall be by email. COO shall be copied in on all communications. 8.10 Variation This Agreement shall not be changed or modified in any way subsequent to its execution except in writing signed by all shareholders. 8.11 Counterparts This Agreement forms part of the Company’s Offer Document and as such will be executed in any number of counterparts and all such counterparts when executed and taken together shall constitute this Agreement. 8.12 Best Endeavours This Agreement shall bind the successors of each Party.

Share Application & Agreement

Application for Shares in the Company Shares Applied for: …………………………………………….@ $1.00 each Amount: $…………………………………………….. Name: ...................................................................................................................................................

Tax File Number: ………………………………………………………………………………………………………

Address: ...............................................................................................................................................

.............................................................. ........................................................................ .......................

Telephone: ...........................................................................................................................................

Email: ...................................................................................................................................................

I acknowledge:

1. that my application may be accepted or rejected;

2. that I have read the Product Disclosure Statement and understand the contents;

3. the risks and disclosures;

4. that this an offering to sophisticated and other exempt investors;

5. that the contents herein will not be disclosed to anyone-else without the express written ap-

proval of the Company; &

6. that by signing this Application I am accepting and will be bound by the terms and conditions

of the Shareholder Agreement.

Date: Signed: .............................................................. Witness: ..............................................................