REPLACEMENT CROWD-SOURCED FUNDING OFFER DOCUMENT · 2021. 6. 23. · process, package, store,...

REPLACEMENTCROWD-SOURCED FUNDING

OFFER DOCUMENT

AHV HOLDINGS PTY LTDREPLACEMENTCROWD-SOURCED FUNDINGOFFER DOCUMENT

Offer of fully-paid ordinary shares in AHV Holdings Pty Ltdat $0.15 per share to raise a maximum of $1,000,000

This crowd-sourced funding (CSF) offer document relates to the Offer of fully-paid ordinary shares in AHV Holdings Pty Ltd. This Offer is made under the CSF regime in Part 6D.3A of the Corporations Act 2001 (Corporations Act).

23.06.2021

This is a replacement offer document that replaces the CSF offer document dated 22.06.2021

IssuerAHV Holdings Pty Ltd ACN 645178070

IntermediaryBirchal Financial Services Pty Ltd AFSL 502618

3 Australian Honey Ventures Australian Honey Ventures 4

An 100% Australian owned company specialising in the brokerage of Australian honey, with operations extending along the value chain from receival and storage, marketing, packaging and sale into the

export and domestic markets.


Section 01: RISK WARNING .......................................................................................................... 7Section 02: INFORMATION ABOUT THE COMPANY ...............................................................9Chairman’s Letter ..........................................................................................................................92.1 Company Details ..................................................................................................................... 112.2 Description Of The Business ............................................................................................... 152.3 Business and Revenue Model ............................................................................................. 412.4 Business Strategy .................................................................................................................432.5 Organisational Structure .....................................................................................................472.6 Capital Structure ...................................................................................................................492.7 Directors And Senior Managers ..........................................................................................552.8 Risks Facing The Business ..................................................................................................592.9 Financial Information ...........................................................................................................63Section 03: INFORMATION ABOUT THE OFFER .....................................................................713.1 Terms Of The Offer .................................................................................................................713.2 Use Of Funds .........................................................................................................................723.3 Rights Association With Shares ..........................................................................................733.4 What Can I Do With My Shares? .........................................................................................743.5 Investor Rewards ..................................................................................................................75Section 04: INFORMATION ABOUT INVESTOR RIGHTS ....................................................... 774.1 Cooling-Off Rights ................................................................................................................. 774.2 Communication Facility For The Offer ............................................................................... 774.3 Company Updates ................................................................................................................ 774.4 Proprietary Company Corporate Governance Obligations ............................................784.5 Related Party Transactions .................................................................................................784.6 Takeovers ...............................................................................................................................78GLOSSARY....................................................................................................................................79

Table of Contents


Crowd-sourced funding is risky. Issuers using this facility include new or rapidly growing ventures. Investment in these types of ventures is speculative and carries high risks.

You may lose your entire investment, and you should be in a position to bear this risk without undue hardship. Even if the company is successful, the value of your investment and any return on the investment could be reduced if the company issues more shares. Your investment is unlikely to be liquid. This means you are unlikely to be able to sell your shares quickly or at all if you need the money or decide that this investment is not right for you.

Even though you have remedies for misleading statements in the offer document or misconduct by the company, you may have difficulty recovering your money. There are rules for handling your money. However, if your money is handled inappropriately or the person operating the platform on which this offer is published becomes insolvent, you may have difficulty recovering your money.

Ask questions, read all information given carefully, and seek independent financial advice before committing yourself to any investment.

Section 01

RISK WARNING

Section 01: RISK WARNING


Section 02: INFORMATION ABOUT THE COMPANY

environmentally conscious venture. An investment in AHV is also an investment into sustainable agriculture for future generations, driving the Australian honey industry to higher growth, and allowing AHV to work alongside Aboriginal communities. I am therefore pleased to invite you to become a shareholder in AHV.

Our motto of “giving back more” is multi-fold. It is our solemn wish to give back more to:

Beekeepers: in terms of new on-demand technology, greater supply chain transparency and better prices, thereby giving beekeepers the confidence to grow their businesses for current and future generations and encourage new entrants to the industry;

The Australian Honey Industry: by directly leading and funding projects that investigate new value-add opportunities. A core focus for AHV is investigating avenues that could drastically increase the $/kg price of lower-grade honeys (such as vacuum dry technology producing powders for the fitness supplement industry, spherification/honey pearls, advanced processing techniques with the view of managing crystalisation, and more). AHV also aims to be at the forefront of collaborative research into medicinal applications for Australia’s prized ‘active honey’ including the propagation of 1-2 million manuka leptospermum plants in collaboration with Aboriginal Australia;

Aboriginal People: through our shareholding in the majority Aboriginal owned company Marlu Innovations Pty Ltd. This collaboration is on track to commercialise:

• new honey varieties scientifically proven to have the worlds most powerful medicinal value; and

• natural skin-care products with ranges targeting baby, acne management, mature age, and vegan consumers

Our ‘for purpose, for profit’ outlook drives our approach toward delivering measurable commercial and social value. In all ways possible, AHV will be “giving back more”.As a shareholder in AHV, you will have a direct interest in a company with strategic infrastructure and assets utilised to process, package, store, market and distribute honey and honeybee products, on behalf of beekeepers, all around the world. We are a team of leaders excited about challenging

the status quo and creating shared value for beekeepers, our supply chain, customers and the community.

I encourage you to read through this CSF Offer Document and understand the AHV business model. It contains a great deal of information about AHV’s business, the industry in which we operate and includes important information in relation to the offer. We encourage you to read the CSF Offer Document in full and to carefully consider the offer, including the risks of investing in AHV.

If you are in any doubt about whether AHV is a suitable investment for you, you should seek professional guidance from your accountant, lawyer, financial adviser or other independent professional adviser before deciding whether to invest in shares.

On behalf of the AHV Board of Directors, we thank you for your interest and look forward to sharing our exciting future with you.

I am a fourth generation Beekeeper and Apiary Manager for one of Western Australia's largest honey producers. Over the past several decades, as a major producer and having held several key executive roles on various honey industry boards, I have built a strong reputation and knowledge base within the honey industry. I believe my broad range of expertise and knowledge, coupled with the support of our board, forms a solid foundation for sound governance and strategic direction in this exciting new venture: AHV Holdings Pty Ltd (AHV).

The Australian honey packing industry (total commercial production of approx. 25,000 tonnes p.a.) can be best characterised by a scale that has, at one end, very large eastern states-based operators, and at the other end, smaller honey packers who often lack funding and scale. There is very little in between. I feel there currently exists a strong opportunity to procure large volumes of premium 100% Australian honey and provide the leadership and scalability required to quench record levels of demand from overseas and domestic markets.

The Australian honey industry has asserted its position as one of the world's most desired producers of pure honey. Scientific testing has identified numerous functional properties within Australian honey that could aid in modern medicine and have the potential to rival New Zealand's billion-dollar Manuka industry. Our geographic proximity to Asia, coupled with Asia’s hungry appetite for Australian honey and bee products, presents opportunity for AHV.

Together with my fellow Directors, I am proud to offer what we feel is a compelling opportunity to invest in the future of the Australian honey industry. AHV is an opportunity for investors to access an ethical, responsible and

Stephen FewsterChairman

Section 02

INFORMATION ABOUT THE COMPANYChairman’s Letter


2.1 Company Details

Company NameAHV Holdings Pty Ltd

ACN645178070

Date of Incorporation16.10.2020

Registered office32 Sholl Street Mandurah WA 6210

Place of principal business32 Sholl Street Mandurah WA 6210

SubsidiariesAustralian Honey Ventures Pty Ltd(100% wholly owned)Marlu Innovations Pty Ltd(45% shareholding)


2.1.1 Progress To DateWe have agreements in place with beekeepers on the west

and east coast of Australia which gives us the right to a

supply volume of approximately 3,500 tonnes, of which 30%

(1,050 tonnes) could be used for medicinal honey products.

The value of medicinal honey varies across different

varieties but our early validation trials indicate an average

of $50kg (B2B not B2C) is a reasonable estimate, inferring

a $5 million revenue opportunity on the sale of 100 tonnes

of medicinal honey.

AHV is an early-stage company with a great offering that

could scale to a company with an even greater offering. We

feel we have reached an important point in our company’s

lifecycle where we have a viable business model.

We are in the traction phase of our business’ lifecycle which

means we don’t have a full-time marketing and sales team

in place, but there is substantial evidence that in the hands

of a superior team, the company could dramatically scale

revenue.

We have working products, initial paying customers, and

a clear path to revenue. We have conducted small trials

in China mainland, Hong Kong and Australia which have

allowed us to draw line-of-sight between price and demand.

To ensure we were ready for this stage, we took the time

to build-out our business model; making sure our flagship

brand narratives and honey processing equipment could

permit growth.

We have developed well-positioned and beautifully

visualised brands with compelling stories to give our

company a tremendous advantage in the marketplace as

we venture forward.

Adjacent to branding and marketing, we have also

channelled funds into the purchase and installation of

fixed infrastructure that ensures we can process and pack

medicinal and non-medicinal honey with a high level of

accuracy and efficiency.

2.1.2 Company ProfileAHV is a 100% Australian owned company specialising in the

brokerage of Australian honey, with operations extending

along the value chain from receival and storage, marketing,

packaging and sale into the export and domestic markets.

Through collaboration with beekeepers and product

innovation in the medicinal, performance and well-being

markets, we aim to be brokering at least one third of

Australia’s total commercial honey production by 2027.

We have carefully assembled an impressive and diverse

Board of Directors who bring new perspectives to the

industry and prevent the ‘group think’ mentality that occurs

when too many like-minded people discuss issues and

make decisions.

Our core business activities include:

Development of nutritious (protein, energy) and

therapeutic (antibacterial, anti-inflammatory) honey

products for the fitness and lifestyle markets;

Development and marketing of AHV’s brands as

premiere brands;

Development of distribution channels for AHV’s

products in Asia, United Arab Emirates and Australia;

Brokering sales on behalf of beekeepers;

Positioning AHV as a serious competitor in the honey

industry.

Alongside the freedom and creativity that comes with

recreating the honey industry in a fundamentally new

way, is the opportunity to help solve some of the issues

that continue to challenge our supply chain. We recognise

the long-term sustainability of our company is heavily

dependent on the relationship between the environment,

the economy and people, which is why we integrate all

three objectives in our decision-making process.

Our purpose of “giving back more” will have far-reaching

effects that expand beyond our operations, to create

opportunity for beekeepers, Aboriginal people and the

broader Australian honey industry though:

a superior brokering model that directs a greater share

of honey profits back to beekeepers;

bringing economic opportunity to Aboriginal people in

Aboriginal medicinal plants projects; and

value-add product innovation that drives the Australian

honey industry to higher levels of growth and

recognition.

AHV’s future promises to be very exciting with new

technologies to adopt, frontiers to explore, and

environmental and sustainability challenges to overcome.


2.2.1 Industry ContextThe honey industry consists of the following sectors:

Beekeepers who keep and produce bees and harvest honey and honey bee products

Packers who buy honey from beekeepers and process into jar form and supply the market predominantly as a spread

Specialist wholesalers and distributors who service the domestic and export markets

Industry and government bodies which provide services to the honey industry

Indigenous Australia is an important sector that has largely been overlooked by industry. Tapping into Indigenous people’s traditional knowledge of conservation and biodiversity techniques will add significant value to the Australian honey industry. Indigenous people are carriers of ancestral knowledge and wisdom that could result in a far more effective biodiversity conservation and management program for the honey industry. AHV’s move to include an Indigenous traditional owner as part of the core leadership team is a show of the company’s commitment to ensuring traditional owner groups are in a position to influence strategic direction in the honey industry of the future.

Approx 25,000 tonne of honey is commercially produced in Australia every year. The volume produced by amateur/part-time beekeepers is not known but is thought to increase the annual supply significantly.1

There are about 12,500 registered beekeepers in Australia but the volume production is concentrated with 90% of the total honey volume produced by commercial beekeepers.1,2 Most beekeepers supply the majority of their honey to packers in bulk form. There is scope for beekeepers to further diversify into other innovative products.

Honey packers are key gatekeepers to most markets and operate with some degree of customer and consumer franchise. Packers are typically the owners of the honey and the brands in which they are packaged. Through the management of these brands, packers are in a position to impact the market positioning of Australian-produced

honey. Historically though, honey has survived on the modest level of marketing investments by packers who have not been appropriately structured to provide category level marketing support. The launch of AHV and its ability to provide greater returns and a superior experience to beekeepers, will take honey supply away from existing honey packers which will disrupt the status quo.

Honey is viewed by mainstream consumers as a natural sweetener and a wholesome product for use as a spread on bread, sweetener in cooking, baking, on cereals and in a range of beverages and sauces. Whilst honey is an acknowledged ingredient in a wide range of foods, premium prices are not captured and honey is not able to establish itself as an ingredient of higher value.

There is scope to significantly increase the sales of medicinal and wellness honeys in the export market through innovative packaging and marketing strategies. Honey’s role as a bacteria killing agent and prebiotic that offers benefits for digestive systems, heart function and immunity, creates significant opportunity to attract premium prices. Honey also has scope to deliver unique GI benefits and is supported by strong consumer awareness about the benefits of honey. Internationally, Australian honey is enjoying a position leverage of being clean, green and largely free from chemicals and antibiotics.3

Australian honey bees produce honeys that are seen as unique, clean, and premium to the international market. However cultural perception of honey in Australia is completely different to how people view the product overseas – because in Europe and Asia, not only is the delicious taste of Australian honey appreciated, but it’s medicinal benefit is greatly valued.

AHV has the ability to tap into each and every one of these markets – from spreads and sweeteners, to topical treatments and aphrodisiacs. The majority of the Australian market is mostly seen as a consumable, however where international markets are concerned, opportunities abound.

2.2 Description Of The Business

1 National Bee Biosecurity Program – prepared by Plant Health Australia July 20172 Australian Honeybee Survey – prepared by Rural Industries Research and Development Corporation 3 Medical grade Australian honey – prepared by Bee Aware

https://beeaware.org.au/archive-news/medical-grade-australian-honey/

https://beeaware.org.au/archive-news/medical-grade-australian-honey/


2.2.2 Industry Trends & OpportunitiesChina is easily Australia's largest export market and two-way trade partner for premium medicinal honey with Capilano Honey testament to this, recording a surge of 52.9 percent in their 2015 second half net profit.1

With their expanding wallets, Chinese middle-class consumers are fueling a sharp increase in sales of high-quality Australian honey, sending the profits and share prices of honey processing companies into unprecedented territory.1

However, the recent political dispute between China and Canberra has led AHV to question whether the risks associated with trading with China are becoming too high prompting the decision to build brand awareness and distribution networks in other export markets.

While it makes sense to diversify markets, China is still arguably one of the biggest growth opportunities of the next decade. The compelling growth originating in China, combined with its consumers love for Australian honey, offers real promise for AHV in coming years, and should not be ignored entirely.

HEALTHY LIFESTYLE HABITS

The world is increasingly adopting healthy lifestyle habits and buying foods that are good for them, however this trend has never been more prominent than in Asia. China is today known to be one of the most health-conscious nations worldwide. The focus on wellness is changing Asian consumers purchasing behaviour and creating new opportunities and challenges for foreign investors in Asia's food and beverage industry.2

The notoriety of Chinese honey has swelled over the years from the horrendous reports on honey frauds and honey laundering business in China. According to the China Bee Products Association, half of the honey sold in China is fake. Shanghai Daily (2013) reported that cheap honey sold by street vendors is virtually all fake. It is hard to differentiate the fake one and the real one as technologies for manufacturing fake honey products have become so advanced.

This has led to many Chinese consumers importing Australian honey because they consider Australian products as high quality, safe for use. Despite the prices of Australian honey being 3 – 10 times higher than of domestic honey,

sometimes even higher, Chinese consumers continue to buy it. 3 China’s mega population and desire for Australian honey presents a market opportunity for AHV, far too large to ignore.

The sale of imported health foods, such as honey, supplements and dairy products is booming, while low nutritional food appears to be losing popularity, with 73% of Chinese consumers ready to pay extra for food deemed healthier.4

Consuming healthy and organic foods is considered a status symbol in Asian society, and has in a short time, created and expanded the lifestyle product market. The face of the food industry in Asia is at the beginning of an exciting period of change with the force of Asia's lifestyle market. Asian consumers determined to improve their lifestyle create an opportunity to drive growth for AHV as the region burgeoning middle class jumps on the health food bandwagon.

AUSTRALIAN DOMESTIC OPPORTUNITIES

Concurrent to AHV’s focus of becoming the nation’s largest honey exporter, initiatives to establish an ‘in-country’ business are being pursued. While Australia has an unequivocal global advantage in the quality of honey produced in our country, a long-term strategy with practicable and achievable pathways to achieving a broader and deeper revenue model should still be developed.

An opportunity exists to engender in business, a pioneering self-initiated domestic spirit. Covid-19 interrupted many global value chains, and the end of 2020 saw significant deterioration in the Australia-China political and trading relationships. The perfect storm of adverse economic conditions will likely dominate Australia’s export trade for some years to come.

AHV is responding to these challenges by expediting diversification plans that will see the company take a foothold in the Australian domestic honey market. This involves transforming proven, existing revenue opportunities through major retailers such as Coles and Woolworths. AHV has significant marketing strengths and human capital that will create new blue oceans and exciting opportunities for major grocery retailers.

AHV’s formidable Western Australian honey supply network creates an in-market advantage over other competitors who are struggling to secure honey supply in what could be labelled as one of the worst production years on record.

1 From Mining to Dining – article displayed on Phys Org website2 Understanding Chinese Consumer Growth: Growth Engine of the World (special edition) – report prepared by McKinsey & Co 2021 3 Consumer attitudes and behaviour toward honey in China – thesis prepared by Dr Yung Hung from the University of Arkansas 2017-20184 China’s Health Foods Market: What makes it attractive for foreign investors – article displayed on China Briefing website April 2019

https://phys.org/news/2016-02-dining-australia-china-honey.html

https://www.china-briefing.com/news/chinas-health-foods-market-makes-attractive-foreign-investors/


MEDICAL INNOVATION FOR HUMANS

Scientific validation of the medicinal uses of honey is fuelling huge growth as a premium ingredient in the nutraceutical and pharmaceutical industries.

Healing benefits of honey are expected to be a crucial factor driving the growth of global honey market. Medical use of honey expands the market into industrial verticals of drug production, healthcare facilities, and production of medicinal disposables. Medical use of honey will continue to expand business opportunities for manufacturers, unifying pharmaceutical production with honey production. Drugs containing honey are equipped with key trace elements having wound-healing properties. Effectiveness of honey-derived drugs will inflate its presence in healthcare measures worldwide to be a force that propels market growth.

The use of honey as an anti-cancer agent is another trend that will help in the growth of the market. A study published in the journal 'Molecules,' inspects the role of honey in impacting the development and progression of cancer.1 The flavonoids and phenolic acids present in honey are identified as the primary anti-cancer compounds. Some varieties of honey

such as Tualang honey have the capability to target cancer cells by inducing programmed cell death while leaving other cells unharmed.1 Thus, it is found to be more effective than conventional chemotherapy agents, which target both cancerous as well as healthy cells and often provide more survival advantage to the cancerous cells. Another study has found that Tualang honey is comparable with tamoxifen, a cancer drug, in terms of its anti-cancer effect on breast tumour cells. Thus, the demand for honey in cancer treatment is likely to expand to research into Australian honey, which will help the market to grow.

1 Effects of Honey and Its Mechanisms of Action on the Development and Progression of Cancer - report prepared by Erejuwa OO, Sulaiman SA, Wahab MS

https://www.ncbi.nlm.nih.gov/pmc/articles/PMC6270987/


USD 7 BILLION

2.2.3 Current Market Size 2.2.4 Australian Honey Segments

The global honey market has a value of

$7B

VARIETY

On the basis of variety, it is segmented into mono-floral and multi-floral honeys. The increasing demand for mono-floral honey is one of the factors that will influence the growth of the market during 2021-2027. Mono-floral honey is a type of honey, which is made from the nectar of a particular plant and has a distinctive natural smell. It is prepared by keeping the beehives in places where a particular plant dominates. Mono-floral honey dominated the total honey sales in the UK in 2015, with around 45% of the total honey sold by Waitrose, a supermarket chain,1 being mono-floral honey. The demand for Australian medicinal honey is likely to increase in the UK, once the Australia-United Kingdom Free Trade Agreement is finalised, which will drive two-way trade of goods and investment between the two countries.

ACTIVITY LEVEL

Honey has been used therapeutically by many cultures for millennia and has re-emerged as a topical treatment for wound and skin infections,2 mainly due to its antimicrobial activity (i.e. activity level). On the basis of activity level, it is segmented into hydrogen peroxide (e.g. Jarrah and Red Gum) and methylglyoxal (e.g. Manuka) activity types. Honeys with a very high activity level are considered to have premium medicinal value and would form an additional segment.3

APPLICATION

On the basis of application, it is segmented into food & beverage, pharmaceuticals, personal care products and veterinary. The food & beverage segment is dominating the market due to increasing demand for honey in food products. However, the growing crisis of antibiotic resistance has revived interest in the pharmaceutical and nutraceutical use of honey, particularly in wound care and its efficacy against drug-resistant pathogens, which is expected to see significant growth in the nutraceutical and pharmaceutical segments.3

VARIETY

ACTIVITY LEVEL

APPLICATION

PACKAGING

Source: https://www.statista.com/statistics/933928/global-market-value-of-honey/

(2019)

1 Global Honey Food Market 2017-2021 Survey2 Honey: its medicinal property and antibacterial activity – US National Library of Medicine 3 The Antibacterial Activity of Honey Derived from Australian Flora – US National Library of Medicine

https://www.statista.com/statistics/933928/global-market-value-of-honey/

https://www.businesswire.com/news/home/20170628006281/en/Global-Honey-Food-Market-2017-2021---Key-Vendors-Are-Barkman-Honey-Bee-Maid-Honey-Beeyond-the-Hive-Capilano-Honey-Comvita---Research-and-Markets




Year

Percentage of honey exported

New Zealand

Australia

20.0%

Beekeepers want a fair return on their honey.

2.2.5 Defining The Problem

01

02

03

04

For decades, 70% of Australia’s honey supply

has been directed into the low-value domestic

market which pioneered the low per/kg rate

Australian beekeepers are paid for their honey.

HoneyPackers pay beekeepers prices of

$5-$30/kg for Australian honey whilst the same

product achieves prices of $20-$500/kg in

export markets.2

Beekeepers are aware of the success being

achieved in the export markets and are putting

pressure on honey packers to increase the per/

kg price to beekeepers without success.

Fragmented and costly honey packaging,

marketing, value-adding and brokering within the

industry makes it difficult for producers to get their

product to the ‘packaged-for-on-sell’ market.

Australia exports a very low percentage of its honey compared to New Zealand who exports approximately 50% of the

annual Manuka production.1 There is significant capacity for Australia to increase export sales and realise premium prices.

Australian Export Growth Opportunity

45.2%

49.4%

45.9%

44.4%

43.5%

56.9%

16.0%

20.0%

16.0%

15.0%

16.0%

1 Apiculture Ministry for Primary Industries – 2019 Apiculture Monitoring Program 2 Tmall listings WA Jarrah honey

https://detail.tmall.com/item.htm?spm=a220m.1000858.1000725.36.1070774fyU2xZU&id=601773078886&skuId=4244548653231&user_id=2206506413888&cat_id=2&is_b=1&rn=9b209f805baed78ede03ab6ad059d5ae


2.2.6 The Solution We are a broker that packs, markets and arranges sales between beekeepers and buyers for a commission when a deal is executed. This model keeps beekeepers involved throughout the supply chain and provides them an increased income through equitable distribution of sale proceeds between themselves and AHV.

We believe our integrated brokering model will serve beekeepers more effectively than the tradition ‘buy cheap, sell high’ model used by packers today and will also allow for the sustainable development of communities that are directly and indirectly involved in the honey industry.

Our integrated brokering business model will improve bargaining power and profits for beekeepers. We will also be heavily investing in product innovation to identify value-add opportunities that will provide significant competition to larger companies with deeper pockets.

We aren’t just about uplifting beekeepers though. We will also be developing strategic alliances and social impact mandates that allow us to contribute to the community, supply chain and people, in a way that creates a virtual cycle that fosters ongoing collaboration and innovation.

CURRENT SITUATION

Share of wholesale RRP current solution

Share of wholesale RRP AHV's solution

25%

50%

75%

50%

Beekeeper sells bulk honey toHoney Packer

Beekeepers do not share in the profits generated from wholesale distributor sales.

Limited to no product innovation to increase the value of lower-grade honey

Beekeepers Profits

Beekeepers Profits

Honey Packer Profits

AHVProfits

Large focus onincreasing the valueof both lower-grade and medicinal honey

Beekeepers share in the profits generated from wholesale distributor sales.

Beekeeper signs a brokerage contract with AHV

web-based application

Storage Packaging Shipping

Honey Packersells packaged honey to

AHVsells packaged honey to

Wholesale Distributors

PROPOSED SOLUTION

A

B


2.2.7 Integration Of AHV’s Products & Services Many products and services combine to shape foundations of AHV’s business model. First, our Aboriginal and native title network dramatically augments our reach to untapped tracts of land to propagate Aboriginal medicinal plants which creates new economic opportunity. Second, brokerage supply contracts that support equitable distribution of profits

will draw hundreds of beekeepers to what will be a ‘race to the top’ rather than a ‘race to the bottom’. Third, becoming a champion of scientific research and development validating the nutritional properties of honey will create opportunity for marketing of flagship products that will rival competitor product offerings. Fourth, a processing and packing facility equipped with advanced technology to capitalise on value-add opportunities for honey that will maximise benefits for beekeepers. Fifth, strategic distribution networks that return higher profits to beekeepers.

• 1 million medicinal Aboriginal plants planted on native title country

• Open native title country to beekeeping

• AHV female Traditional Owner connects us to Indigenous people and communities

• Indigenous-led engagement creates collaboration opportunities

• Return greater profits to beekeepers

2.1 Beekeepers harvest honey

2.2 Honey stored in IBCs

2.3 Beekeepers deliver honey to AHV

2.4 Forklift unloads the honey

ChinaJapanUAE

Singapore

Honey delivered to AHV w/house

Beekeepers get smartphone app

Bulk honey stored in AHV w/house

Bulk honey is packaged

Honey products shipped to global markets

NATIVE TITLE

BEEKEEPERS

Advisory & Joint Ventures

Honey Brokerage Contracts

STAGE

02

STAGE

01

STAGE

03STAGE

04

STAGE

05

STAGE

06

BUSINESS MODEL

B

A


Goodbye shady. Hello Real Good Honey.

QUALITY & INTEGRITY

Honesty & Authenticity

Innovation & Distinction

Community & Connection

Utterly unique, often baffling, always inspiring…NICK ‘HONEY BADGER’ CUMMINS

is loved all over the planet for his larrikin wit, amazing adventures and incredible lust for living

Say hello to pure, honest, Aussie honey. We’re here to cut straight through the chaff and offer up quality Australian honey with full transparency and a competitive price tag. Our brand is built to give back; giving back to the Aussie beekeepers who work hard to farm our nations delicious natural nectar, giving back to consumers, without whom there would be nobody to enjoy the

sweet rewards, and of course we give back to ourselves too.

The best part of our new pricing model is that everyone wins. Really! We will show consumers how, when, and where their honey is made, and our complete supply & delivery chain, so they

can be confident in the best possible product.

*The above 3D renders provide a realistic view of how the Real Good Honey range will look when packaged. We anticipate Real Good Honey to be ranged on supermarket shelves mid-late October 2021.

Humble Understated Iconic Enduring Steadfast Proud

Real Down to Earth Dependable Open

Trustworthy Principled

Unique Clever Playful Unexpected Fearless

Extraordinary

Intuitive Confident Charismatic Funny Warm

Uncomplicated

AS AUSSIE AS A SNAG ON THE BARBIE!!

Nick ‘Honey Badger’ Cummins

What better way to promote Australian honey than with one of the most original and entertaining personalities on the planet?

has taken a strategic shareholding in AHV and will spearhead an international marketing campaign to promote and drive demand for world-class Australian honey.

2.2.8 Product Range (Real Good Honey)


2.2.9 Product Range (AHV BeeWell)The BeeWell product range targets the Asian health conscious consumer. Research confirms honey in a jar is the most popular and widely accepted application and packaging style in the Asian market. The brand name ‘BeeWell’ helps the consumer quickly understand that this product is good for them. The red and gold colour scheme aligns with the two colours that hold positive cultural significance which has been proven to influence their shopping emotions.

This product range is strategically important to AHV as it provides a vehicle to an already established market where AHV can realise immediate traction. The look and feel of the BeeWell product range has been catered to the Asian market.

In July 2020, AHV signed a 5-year exclusive B2B distribution agreement with a Chinese business partner, to launch all AHV brands to the China market, including the BeeWell brand. The BeeWell brand has launched in China and featured at the China International Import Expo 2020 with promising results. AHV aims to diversify its China business model to include B2C in mid-to-late 2021 when it opens a TMall Global ecommerce stall.

* C O N C E P T U A L M O C K U P D E S I G N S

A TMall presence will allow AHV the opportunity to tap into the consumer end of the market, presenting significantly higher revenue opportunities. AHV has previously sold 250g jars of TA 25+ Jarrah Forest Honey to a wholesale buyer for a B2B price of $17.75 per jar, yet the same product (under a competitor’s brand) retails on the TMall platform for $117 per jar.

click here to view

competitor listing in

TMall

https://detail.tmall.com/item.htm?spm=a220m.1000858.1000725.11.1070774fMpNAja&id=601965503754&skuId=4241010104679&user_id=2206506413888&cat_id=2&is_b=1&rn=964596416e68a956a93a4fcf09a38702


2.2.10 Product Range (BeeWell Nougat)AHV understands the importance of product diversification in its overall strategy to increase profitability and reduce its dependence on raw honey products. The executive team is committed to safeguarding the company’s future by making timely decisions early on the diversification of its product line.

With partnerships proving to be an attractive diversification strategy, AHV is leveraging a partnership with Perth-based premium nougat manufacturer Mondo Nougat to enter the fast-growing confectionery market. The partnership possesses the advantages of being flexible, less costly, and less risky than other entry modes to enter this segment.

With one of our target markets being the middle east where honey is welcomed in almost every product category, especially sweets and desserts, AHV is excited to explore new avenues of growth in the premium confectionery segment.


2.2.11 Product Concept (Kuyu Kata) Skincare, as a market segment, is growing faster than any other part of the beauty industry. L’Oréal reports skincare to be 40% of the beauty market, but makes up nearly 60% of worldwide cosmetics market growth.

With Australian native plants long being used for their healing and soothing properties, it makes perfect sense to take these native extracts and apply the benefits directly to the skin. AHV is partnering with a Nyiyaparli man and bush medicine expert from the Pilbara to commercialise a natural skin-care range featuring native bush extracts without “the nasties”.

AHV had the choice of entering the skin-care segment directly, or through collaboration and partnership with Indigenous Australia. The decision to partner with a majority owned Aboriginal company, came back to the company’s motto of “giving back more” and meant AHV had the chance to make a difference in the lives of Indigenous entrepreneurs and the community in which they live.

The collaboration partnership between AHV and Marlu Innovations Pty Ltd means we can work together to combat some of the limitations and challenges facing the Indigenous products market, such as lack of strategic competitor analysis, access to marketing resources, distribution networks, capacity to accommodate growth, ability to provide a consistent quality product, and continuity of supply.

Formulation agreements exist for 12 skin care products which will fall into ranges to suit baby, acne and mature skin types.

All 12 products have been designed and are in the sample phase – currently being circulated for feedback on the look, feel and smell of each. Commercialisation and launch of these ranges are not expected until mid-2022, pending the success of the sample and stability testing phases.

Marlu Innovations Pty Ltd will require funding to get the products shelf-ready, which may come in the form of grants or equity funding in 2022.


2.2.12 Honey Processing FacilityProduct innovation is a vital task for AHV. The company's success at new product conception and development may well decide the fate of the entire business.

In addition to the premium food space, we have made significant progress toward long-range opportunities in the pharmaceutical, cosmetic, sports supplement and confectionary spaces, to tap into developing markets and economies. The potential for design-driven growth for honeybee products across multiple sectors is enormous. Constructing a facility with the right manufacturing and packaging process is critical to our success in the future.

To propel AHV into a competitive position, AHV will construct a state-of-the-art, processing and packaging plant that has critical technology and infrastructure that allows for the careful extraction of valuable properties within honey and other honeybee products. The facility will have a 500-tonne per annum honey throughput capacity, with expansion capacity to 1500 tonne to support expected growth within three years.

AHV will engage a prominent food process engineer consultancy firm from New Zealand, to project manage the design, construction, and commissioning of its honey warehouse facility. The consultancy firm has been selected based on their demonstrated success in driving New Zealand’s manuka honey industry GDP to great heights. To further increase revenues and shareholder returns, the honey warehouse facility will include a modern café that serves coffee and light meals and offers patrons recharge stations for their electric vehicles.

In 2020, AHV agreed to issue third generation beekeeper Frank Fewster 25,000,000 shares in the Company in exchange for a 10,000m2 parcel of land and being the location of AHV’s future honey processing facility. The shares have been allocated (but not issued) to Frank Fewster. The shares shall only be issued upon AHV achieving Subdivision Approval.

Milestones achieved to date include:• Preliminary plans developed and submitted to the

Chittering Shire; and• Development approval issued by the Chittering Shire to

AHV on 30th March 2021.

AHV is in the processes of applying for subdivision with approval expected to be issued before September 2021 with construction to commence in January 2022.


2.2.13 Beekeeper Web-Based ApplicationAs part of our commitment to increasing transparency in the honey industry, we have developed a web-based application for our beekeepers which provides visibility into the honey they hold inside AHV’s warehouse.

The beekeeper dashboard is a first of its kind for the honey industry. Beekeepers will now have access to an analytic tool that helps them visualise big data in a simple and informative way.

Their dashboard will display data in a way that’s best for storytelling and understanding the trends and patterns in the honey they deliver to our warehouse. Increasing transparency and innovation for Australian beekeepers.

Delivering transparency & innovation to Australian beekeepers


2.3.1 The AHV Business ModelAHV is a typical brokerage model in the sense we arrange sales between beekeepers and buyers for a fee (“commission”), however we do more than just that. Also included in the brokering service is the testing, packaging and marketing of honey products.

AHV’s sales strategy focuses on exporting Australian honey products, predominantly into the Asian markets where demand and price for Australian honey is high, in comparison to the domestic market.

In the immediate term, AHV will capitalise on existing buyer markets in Asia, such as active/medical honey packaged in a jar. The long-term view for 2020-2025, will focus on converting Australian liquid honey into various forms ready for use in the global supplement and therapeutic industries. This is just one of the many ways AHV plans to add significant value to lower-grade Australian honey to generate greater profits for beekeepers.

HOW DOES AHV WORK?

Beekeepers deliver their honey to AHV and in return are advanced a per kilogram rate that is higher than current market rates being offered by traditional honey packers (“retainer”). This puts Beekeepers in front right from the start (i.e. should no future bonuses follow; beekeepers have achieved more for their honey). A retainer is issued to the beekeeper’s escrow account 30 days after the honey has been delivered to the AHV’s warehouse.

AHV aggregates honey from a large network of commercial beekeepers and is responsible for the packaging, marketing, and sale of the end honey products.

Once a sale is executed between AHV and a buyer, AHV’s custom-built sales platform (“sales platform”) will calculate a bonus payment, which is then paid to beekeepers. AHV has set the bonus payment to 20% of the sale profit. The formula for calculating the bonus payment calculation is shown below:

(a – (b + c + d)) x (e) = f

Where sale price equals (a), retainer equals (b), packing rate (c), marketing rate (d), bonus payment percentage (e) bonus payment equals (f); or

(sale value – (retainer + packing rate + marketing rate)) x (bonus payment percentage) = bonus payment to beekeeper

Beekeepers are the big winner with AHV’s business model. They receive an ‘above market rate’ retainer to help manage their cashflow, plus bonus payments once their honey has been sold. An example of how this model works for Beekeepers is shown below:

John delivers one IBC (~1365 kg) of Jarrah Forest honey TA 24 to AHV. John is advanced a $27,300 retainer ($20/kg x 1365kg). AHV markets John’s honey under one of its innovative in-house brands. AHV executes a sale for John’s honey with a sale value of $65,000. The sales platform distributes a bonus payment of $4810 to John. This means John received a total of $32,110 ($23.50kg) for his IBC of Jarrah Forest honey TA 24. See formula below:

($65,000 – ($27,300 + $8,190 + $5460)) x (20%) = $4810

The variables in the above example include:

• the sale value (which will differ across markets);

• the packing rate (which will decrease as the size of the retail jar increases); and

• the marketing rate (which will decrease for the non-TA honey markets).

Beekeeper bonus payments are calculated at the end of every quarter and are based on the averaged performance of each honey variety across all markets. This eliminates the risk of price conflict between beekeepers.

2.3 Business and Revenue Model


2.4.1 Growth Strategy We have a variety of competitive advantages that will allow us to generate more sales and superior margins compared to our rivals. These include:

• Supply volume of approx 3,500 tonne • The largest supplier of medicinal honey in Western Australia• Marketing prowess that makes our products more

desirable to consumers• Strong brand identities for our honey products • Superior business model that returns more to beekeepers

Our growth plan considers investment in a range of food and non-food uses of honeybee related activities including:

1. propagation of native bush medicine plantations for medicinal honey production;

2. modern nutritional science to identify honey properties that aid in health promotion and/or disease prevention;

3. medicinal science to establish the Australian honey varieties that could provide an alternate treatment for prevailing antibiotic resistant bacteria;

4. production innovation to create new applications and convenient/mess-free packaging designs that meets consumer needs and expectations;

5. AHV warehouse and retail store tourism opportunities. 6. Our range of products will be sold as packaged form

rather than bulk in order to increase value. We have identified a broad series of strategies and actions that, over the next 5 years, will help realise the vision for AHV. Some of these things will happen almost immediately, others will evolve over time.

Tonnes of Honey

2.4 Business Strategy

New Zealand

Australia

2,350

2,400

3,850

2,850

1,850

1,800

1,800

1,800

1,150

550

900

1,550

2,250

2,900

3,650

4,150

5,200

5,500

6,350

7,250

7,600

6,850

Export of packaged vs bulk Australian honey products is a value-add opportunity that will attract super premium prices. As seen

below, New Zealand transitioned from exporting bulk product to packaged product which drove the growth of their honey industry.1

New Zealand’s Trend Towards Packaged Product

AHV is undertaking R&D in the performance and well-being space with the aim of commercialising innovative product lines featuring honey.

Chinese consumers

spend

$US73 billion on

luxury goods each year.1

1 Apiculture Ministry for Primary Industries – 2019 Apiculture Monitoring Program

1 11 Surprising Facts About the Chinese Economy

Article by Australian Financial Review

https://www.afr.com/world/asia/11-surprising-facts-about-china-s-economy-20190507-p51kqw

https://www.afr.com/world/asia/11-surprising-facts-about-china-s-economy-20190507-p51kqw


A brokering platform that divides the proceeds of a sale across multiple beekeepers instantly and fairly.

Aboriginal medicinal plants planted

Controlled burning strategies aligned to the needs of thehoney industry

New floral resourcesOpened for honey bee foraging

• Establish new distribution networks

• Collaborate with CSIRO on new applications for Australian honey

• Diversified revenue streams across multiple products and categories

• Launch new product innovations

• Fair and equitable access to revenue opportunities is given to ALL Australian beekeepers

• Aboriginal partnerships created for honey production on native title land

• Reconciliation Action Plan (RAP) woven deeply into AHV’s corporate DNA

• Partner with 100% Indigenous owned Recognised Training Organisation to provide a pathway that builds skill and capacity in beekeeping

tonne of carbon removed from the atmosphere.

The equivalent of

3+ honey processing facilities in Australia.

An app for beekeepers to display their honey data in a first of its kind dashboard.

1M+

50+

5M

2.4.2 Strategic Objectives

NEW FACILITIES

BROKERINGPLATFORM

NEWSMART PHONE APP

INFRASTRUCTURE

ENVIRONMENT

SOCIAL & ECONOMIC DEVELOPMENT

SALES GROWTH


Dwaine DercshowIndigenous Horticulture

Liaison

2.5 Organisational Structure

Jay CurtinCEO

Michael DaveySales Manager

International

Neil FewsterWarehouse

Manager

Jay CurtinDirector

Stephen FewsterDirector

Jahna CedarDirector

Moses PanasheDirector

Steve WoottenSales Manager

Australia

Josh WhiteMarketing manager

Nick MitchellCreative Advisor

Nick CumminsCo-owner & Ambassador

Mark FransenProcess Engineer


(7.31%)

(24.36%)

(0.00%)

(0.00%)

(5.48%) (0.00%)

(3.65%) (0.00%)

(3.65%) (0.00%)

(1.83%) (0.00%)

(1.46%) (0.00%)

(1.22%) (0.00%)

(1%) (0.00%)

(1%) (0.00%)

(1%) (0.00%)

(0.24%) (0.00%)

(0.24%) (0.00%)

(0.12%)

(100%) (100%)

(0.00%)

(2.44%) (0.00%)

Ordinary

Ordinary

7,500,000

25,000,000

0

0

Ordinary 5,625,000 0


Ordinary

Ordinary

2,500,000 0

3,750,000 0




Ordinary 750,000 0

Ordinary 750,000 0

Ordinary 750,000 0

Ordinary 250,000 0

Ordinary 250,000 0

Ordinary 125,000 0

N/ATOTAL 102,625,000 1,333,333

Jaylene Nicole Curtin ATF The Curtin

Family Trust

Frank Fewster**

Carl Fredrick Boksjo & Daniela Boksjo

ATF Fidanili Trust

Moses Panashe & Precious Rushwaya

ATF Panashe Family Trust

Stephen John Fewster ATF Fewster

Family Trust

Jahna Louise Cedar

Nick Cummins Investments Pty Ltd

<A/C Honey Badger Investments Trust>

PKM Capital Pty Ltd

Charmaine Fewster

Shane Colegate & Sharon Co-legate

<A/C SMJ Trust>

Amba Sky Fewster

Michael John Fewster

Maddison Jayde Parsonage

Heather Susan Tomkins

Rodney Vincent Watters

Kylie Jayne Gibson

Existing Shares

Share Options

Offer Shares

Total Shares

2.6 Capital Structure

2.6.1 Issued Capital As As at the date of this Offer Document, the Company has 102,625,000 ordinary shares and no options on issue. The Company has also allocated (but not issued) 25,000,000 shares to Frank Fewster being a land in exchange for equity

transaction agreed between the parties in June 2020. The shares shall only be issued upon the Company achieving Subdivision Approval. Not including the issue of shares to Frank Fewster, the majority of shares are held by the Company’s founders/directors. Table 1 below sets out the issued capital of the Company before the Offer.

Table 1: Issued Capital Of The Company Before The Offer

Table 2: Issued Capital Of The Company Following The Offer

Class of shares

Minimum SubscriptionShares

Shareholder Number of shares

Maximum Subscription

Options

Ordinary 47,000,000 1,333,333*

102,625,000102,625,000

(45.80%) (100%)

(92.77%)(96.55%)

(1.21%)(1.25%)

(6.03%)(2.20%)

(100%)(100%)

1,333,3331,333,333

6,666,6662,333,333

110,624,999106,291,666

* Share options have been assigned to Jay Curtin in lieu of cash wages accrued since commencing the Managing Director’s role on the 16.10.2019,

to the maximum value of $200,000. Options will be exercised at $0.15c within 10 days after the 30th June 2021.** As noted above, the shares showing in the table will not be issued to Frank Fewster until AHV obtains Subdivision Approval.


2.6.2 Rights And Liabilities Associated With Securities As at the date of this Offer, the only class of shares on issue are ordinary shares. There is no shareholders agreement between the existing shareholders and as such, the rights and liabilities associated with the shares are as set out in the Company’s constitution.

Under the Constitution, the Directors may decline to register a transfer of shares to a third party without giving any reason therefor provided that the Directors shall not unreasonably decline to register a transfer. A more detailed description of the rights and liabilities associated with the shares is set out in Section 3.3 below. A copy of the Company’s Constitution is available on the Intermediary’s platform.

2.6.3 Sources Of Funding, Including Debt Financing And Other Financing To date, our activities have been funded by a combination of angel investment and the company’s founding shareholders Stephen Fewster & Jay Curtin.

Directors Loan

The founding shareholders have loaned a total of $229,238 in shareholders’ loans to the Company.

The Loans were given to assist the Company with:

• Purchase of an automated four-head honey filling and packing line;

• Design of engineering drawings and preparation of documentation to obtain Development Approval for the construction of AHV’s future large-scale honey processing facility (Development Approval issued and now preparing for Subdivision Approval);

• Design and development of a first of its kind ap which gives beekeepers access to all data relating to the honey the deliver to AHV;

• Design and commissioning of AHV’s ecommerce website;

• Design of AHV’s flagship brands:• BeeWell;• Real Good Honey; • beeGenix;• Honey Hiit; and • Kuyu Kata.

The Loan is interest free and will be repaid from operating cashflow, not from the proceeds of the crowdsourced funds.


Majority Aboriginal owned company which will formulate a natural skin care range,

featuring Australian bush medicines.It will offer 4 ranges; baby skin care,acne management, mature skin care,

and a vegan friendly option

AHV Holdings Pty Ltd

AHV Land Co Pty Ltd Marlu Honey Co Pty LtdAustralian Honey Ventures Pty Ltd Marlu Cosmetics Pty Ltd

Marlu Innovations Pty Ltd

Aboriginal owned

company

Aboriginal owned

company

This entity will be established to hold all land assets ( i.e., parcels of land where on all future honey processing facilities

are built ). This structure will be an assets protection measure.

Majority Aboriginal owned company will undertake R&D into the production of the world’s most powerful medicinal honey from Aboriginal plants in the Gascoyne

and Pilbara region . The view will be to commercialise the most medicinally

powerful honey variety in the world. Marlu Innovations friend (and major shareholder)

AHV Holdings Pty Ltd will process and pack the honey on a contract basis.

AHV will pack honey for Marlu, and

distribute all Marlu products

through its established

network.

This entity is the retail face of AHV. It is where all AHV honey products are processed , packaged marketed, and

sold throughout the world.

Brand Names Owned

AHVAHV BeeWell

BeeGenixHoney Yummies

Honey Hiit

Brand Names Owned

KUYU KATA(means medicine bush in Nyiyaparli language)

Shareholding

ShareholdingShareholding

Shareholding

100%AHV Holdings

Pty Ltd

100%AHV Holdings

Pty Ltd

5% 55%

2.6.4 Group Structure

Aboriginal shareholder

Aboriginal shareholders

Non Aboriginal shareholders AHV Holdings

Pty Ltd

5%

55%

95% 45%


The board of Directors bring unique insights to AHV and provide effective and value-adding involvement in strategic decision making. Each Director is a contributor to company performance by co-creating the strategy for AHV. The board brings unique industry, corporate development, native title and sales expertise to AHV which will create strong foundations to achieve high growth in the Australian honey industry.

Such a diverse blend of board expertise not only helps to establish AHV's long term objectives but also to better understand the industry boundaries and how the industry may be transforming. Understanding this competitive domain will be vital for AHV as it expands beyond the boundaries of the traditional honey industry to open the door to new growth in the health and wellness space.

From left to right : Jana Cedar, Moses Panashe, Jay Curtin, Stephen Fewster

2.7 Directors And Senior Managers

The heart of our board lies in its diverse composition. Constructing a board was about the calibre and perspectives of individual Directors as well as the deliberate creation of dynamic and chemistry that will allow for the effective execution of strategic oversight and governance. Having multiple views on the possible outcomes of our actions will make for a decision-making process that will take into account the

various risks, consequences and implications of possible outcomes.

Skills and Experience

Jay has 16 years’ experience in safety and enterprise risk across multiple industry sectors. Prior to founding AHV, Jay provided high level risk management support for some of the largest and most iconic mining expansion and civil construction projects across Australia.

Jay’s expertise in risk related organisational transformation and strategy, will aid AHV in developing a robust corporate governance framework. Jay will also guide AHV in establishing a framework to identify and manage risk on an ongoing basis, and ensure the Company operates within the risk appetite set by the board.

Jay is extremely passionate about tackling the growing issues of lack of transparency, supplier opportunity and inclusion in the honey industry. Her goal is to have all workers, suppliers and communities engaged and able to contribute; unlocking everyone’s abilities.


A fourth-generation Beekeeper and Apiary Manager for one of Western Australia's largest honey producers, and a career spanning almost 4 decades in the honey industry, Stephen brings extensive industry and technical knowledge to AHV.

Stephen is the Deputy Chairman (and former Chairperson) of the Australian Honeybee Industry Council (AHBIC), and the Chairman of the beekeepers Agricultural Produce Committee.

This broad range of expertise and knowledge ensures Stephen can equip Directors with a deeper understanding of the risks and opportunities within the honey industry and enhances their knowledge of the regulatory environment and key industry players.

Role

Jay is responsible for developing and executing the overall business strategy for the company.

She has a close relationship with her board, reporting to them regularly providing updates on performance, and opportunities for new sales channels. Jay also provides strategic advice and guidance to the members of the board, to keep them aware of developments in the industry.

Jay establishes and maintains formal an informal links with buyers, government bodies and key decision makers to exchange information and views to ensure that the company is providing the appropriate range of honey products.

Role

Stephen heads up AHV’s board of Directors and will play an instrumental role in setting the company’s direction going forward. He is passionate about solving some of the biggest challenges and opportunities facing the industry including lifting the honey price for beekeepers, shining a light on transparency across the supply chain.

Stephen is also responsible for procuring honey supply throughout Australia. The Company can capitalise on the strength of Stephen’s network and longstanding beekeeping relationships to facilitate growth of the business.

Stephen’s heavy-weight status and position within industry creates a super-glue for AHV, and a competitive advantage during times of supply chain disruption.

Jaylene Curtin

Stephen Fewster

Managing Director

Chairman



Moses has developed a diverse career with over 15 years’ experience in the Resources sector.

He is currently an executive at mining services company where he has held various operational, management, project and corporate development roles since 2016. He has a passion for delivering long-lasting business outcomes drawing on his background in engineering, strategy, business development, relationship building and general management.

In previous senior/technical roles several leading global engineering consultants and mining companies where he led diverse and multidisciplinary capital project delivery teams. He holds a Bachelor of Engineering (Hons) degree and an MBA from the University of Western Australia.


Jahna Cedar is a Nyiyaparli/ Yindjibarndi traditional owner from the Pilbara region of Western Australia.

An aid advocate for social justice and equity, Jahna has represented Aboriginal Australia three times at the United Nations in New York and works passionately in supporting Aboriginal businesses develop economic sustainability. With such strong links to country and Aboriginal groups, coupled with 18 years in business and human resources management, Jahna will take a lead ESG role to raise the performance bar on sustainability across the Australian honey industry.

Jahna is passionate about combining traditional and other knowledge to improve conservation management techniques and ESG issues that are important to society

Role

Moses brings deep skills in business strategy and corporate development. He continues to be instrumental in shaping the vision and strategic direction of the Company, supporting the board and executive team.

Role

Jahna brings a wealth of knowledge in business management, governance and first nations engagement. She ensures the board operates with cultural integrity and appreciation, including first nation voices and decision making in a co-designed and authentic manner.

Moses Panache

Jahna Cedar

Non-Exec Director

Non-Exec Director


KEY RISKS

Our business depends on our ability to attract honey suppliers, gain new distribution networks and attract further sales from existing buyers. There is a risk our existing buyers reduce the quantities of honey they buy from us or the frequency in which they re-order.

This would result in a reduction in the level of payments they make to us. While most of our buyers will be on a minimum quantity supply contract, there is a risk that these contracts are not renewed or are renegotiated, which may result in a decrease in our revenue. There is also a risk that new buyers fail to select AHV’s products for their business venture.

Our ability to attract new buyers, and increase our buyers order quantities and re-order frequency, depends on many factors including the quality of our product with respect to matters such as consistency of texture and flavour, cost- effectiveness, pricing, in-market support and value compared to competing honey products. In addition, a buyer’s purchase of our honey products may be affected by external factors such as honey shortages, geopolitical conflicts, exchange rates and changes to laws and regulations. If our buyers do not continue to purchase our honey products or increase their order quantities or re-order frequency over time, or if new buyers do not choose to use our honey products, the growth in our revenue may slow or decline.

Decline In Economic Conditions

Recessionary economic conditions may adversely affect our financial performance. Our business has a strong focus on the export markets which can be affected by various economic and political factors as well as general economic conditions. Any geopolitical conflicts or import sanctions could negatively impact buyer demand for our honey products and therefore adversely impact our operating and financial performance.

Lack Of Success Of Sales And Marketing Strategy

Our business is partly dependent on the conversion of buyer sales from investment in sales and marketing campaigns and initiatives, which is expected to continue to increase as our business grows. Promoting awareness of our brand and reputation is critical to our success as a provider of honey through an integrated packing, marketing and brokering solution. We may not realise benefits from such investments for several years or may not realise benefits from such investments at all. Failure to realise the intended benefits from sales and marketing investment could negatively impact our ability to attract new buyers and may adversely impact our operating and financial performance.

Increased Competitive Pressures

We will compete against other wholesalers who provide packaged honey in the B2B space. The broader honey packing and sales industry is evolving, along a handful of honey packers with a monopoly in the marketplace. In addition, some of our existing and potential competitors have significantly more financial and operational resources than ourselves at this point of the company’s development.

We face the risk that:

• We fail to increase the sales of our honey products compared to that of our competitors;

• Our honey products fail to meet the expectations of our clients, or we fail to implement changes to satisfy the changing expectations of our buyers, relative to our competitors;

• We fail to anticipate and adapt to technology changes as quickly as our competitors;

• Our competitors enhance their product offering to improve their competitive positioning relative to ourselves by innovating new category and product types;

• Existing or potential competitors increase their market share through aggressive marketing campaigns, product innovation or development, improved functionality, price discounting or acquisitions;

• New entrants into the honey packing and sales market

An investment in AHV Holdings Pty Ltd should be seen as high-risk and speculative. A description of the main risks that may impact the Company’s 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 quickly or easily sell your shares).

2.8 Risks Facing The Business

could provide honey products which compete directly with AHV.

If any of these risks arise, we may compete less effectively against our competitors which could reduce our market share and our ability to develop or secure new honey suppliers and buyers. This could have an adverse impact on our business, operations and financial performance.

Pricing Risk

We primarily generate revenue by charging our buyers a fixed cost for our honey products for the length of their supply contract, based on the type of products chosen by the buyer and the quantities they require. Upon expiry of their supply contract, our buyers may try to renegotiate contract terms for more favourable provisions including price discounts which would result in a direct reduction in the payments they make to us and have a negative impact on our financial performance. While AHV may resist such attempts to renegotiate prices, business economics, market conditions or competitive forces may dictate such terms need to be accepted.

Operations In Foreign Or Unfamiliar Markets

We are seeking to expand into various foreign countries (including China, Japan, Singapore and Abu Dhabi). These foreign jurisdictions may be subject to a range of different legal and regulatory regimes. As we expand our presence into international jurisdictions, we will be subject to the risks associated with doing business in regions which may have political, legal and economic instability or less sophisticated legal and regulatory systems, including (i) unexpected changes in, or inconsistent application of, applicable foreign laws and regulatory requirements; (ii) less sophisticated technology standards; (iii) difficulties engaging local resources; and (iv) potential for political upheaval or civil unrest which could have a material adverse effect on our business, operations and financial performance.

In addition, there is a risk that we may fail to understand the laws, regulations and business customs of these regions. There is also a risk that we could face legal, tax or regulatory sanctions or reputational damage as a result of any failure to comply with (or comply with developing interpretations of) applicable laws, regulations, codes of conduct and standards of good practice. This gives rise to risks including, but not limited to, labour practices, foreign ownership restrictions, tax regulation, difficulty in enforcing contracts, changes to or uncertainty in the relevant legal and regulatory regimes and other issues in

foreign jurisdictions in which we currently or may operate. A breach in any of these areas could result in fines or penalties, the payment of compensation or the cancellation or suspension of our ability to carry on certain activities or product offerings could interrupt or adversely affect parts of our business and may have an adverse effect on our business, operations and financial performance.

Failure To Realise Benefits From Research And Development

We expect to invest heavily in research and development in the future in order to expand and improve our honey product offering and to gain a competitive position.

When investing in research and development we make certain assumptions about the expected future benefits generated by our investment and the expected timeframe in which such benefits may be realised. These assumptions are subject to change and involve both known and unknown risks that are beyond our control. Any change to these assumptions may have an adverse impact on our ability to realise benefits from innovation and product development related costs.

Failure To Manage Growth

Based on our projections, we expect considerable growth in revenue, employee numbers and buyers of our honey products in the future which could place strain on current management, operational and finance resources as well as the infrastructure supporting our solution. Failure to appropriately manage growth could result in failure to retain existing honey suppliers and buyers and a failure to attract new buyers, which could adversely affect our operating and financial performance.

Reliance On Temporary Third-Party Contract Packing Services

We will rely on arrangements with third party providers, to package our honey products. In particular, we rely on third party packing providers for the provision of packaging honey in the jar, application of product labels, and packaging into cartons ready for shipment. Any failure or disruption to the services provided from or termination of arrangements for any reason with third party packing providers could negatively impact our operating and financial performance. It could also expose us to claims for loss and damage from our buyers that may exceed the amounts that we are entitled to recover from the third-party packing providers.

Failure To Protect Our Intellectual Property Rights


The value of our business model is dependent on our ability to protect our intellectual property, including business processes, know-how, copyrights and trademarks. There is a risk that we may be unable to detect the unauthorised use of intellectual property rights in all instances. In addition, actions to protect our intellectual property may not be adequate or enforceable and this may not prevent the misappropriation of our intellectual property and proprietary information. A breach of our intellectual property may result in the need for us to commence legal action which could be costly, time consuming and potentially difficult to enforce in certain jurisdictions or may ultimately prove unfavourable to us. Our failure to protect our intellectual property rights could have an adverse impact on our operations and financial performance.

Inability To Attract Or Retain Key Personnel

Our success is dependent upon the ongoing retention of key personnel, including the current CEO, Jay Curtin, the current Non-Executive Chairperson, Stephen Fewster, as well as members of the senior management and product teams. There is a risk that we may not be able to attract and retain key personnel or be able to find effective replacements for key personnel in a timely manner. The loss of such personnel, or any delay in their replacement, could have a material adverse impact on management’s ability to operate the business and achieve our growth strategies and prospects, including through the development and commercialisation of new products and categories. The loss of key personnel could also have an adverse impact on our operations and financial performance, and result in the potential loss of key buyer relationships and business process knowledge.

Foreign Exchange Fluctuations

Our financial statements will be presented in Australian dollars. We may have a portion of sales revenue denominated in currencies other than the Australian dollar. As a result, our revenue will be increasingly sensitive to movements in the exchange rate between the Australian dollar and the other currency in the transaction. The proportion of revenue denominated in currencies other than the Australian dollar may increase over time as we continue to grow and expand into overseas jurisdictions. At present, we will not hedge this exposure, and as a result any changes in the exchange rates in the jurisdictions in which we operate may adversely impact our business, operations and financial performance.

Failure To Keep Abreast Of Changes In Political, Compliance And Regulatory Environments

Our business is influenced and affected by global laws and government policy. There is a risk that we may fail to keep abreast of these potential changes, which could have an adverse impact on our business and operations. In particular, global laws and regulations regarding data privacy and internet regulation are continuing to evolve. Any new or altered laws or regulations which affect our business could require us to increase spending and employee resources on regulatory compliance and/or change our business practices, which could adversely affect our operations and profitability.

Ability To Access Capital Markets Or Refinance Debt On Attractive Terms

We will require additional financing in the future to maintain or grow our business. We may seek to do so using debt and/or equity finance. Any deterioration in the level of liquidity in the debt and equity markets may prevent us from being able to raise new equity on favourable terms (if at all). This may adversely impact our business, operating and financial performance

Force Majeure Events May Occur

Events may occur within or outside Australia that negatively impact global, Australian or other local economies relevant to our financial performance, operations and/or the price of shares. These events include but are not limited to acts of terrorism, an outbreak of international hostilities, fires, floods, earthquakes, labour strikes, civil wars, natural disasters, outbreaks of disease or other natural or man-made events or occurrences that may have a material adverse effect on our supply chain, the demand for our products and our ability to conduct business.

Expected Future Events May Not Occur

Certain statements in this CSF Offer Document constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance and achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, prospective investors should not place undue reliance on forward-looking statements.

Failure To Secure Honey Supply

The future success of AHV will be reliant on the Company’s

ability to secure supply of honey and other honeybee products. There is a risk that supply may be negatively affected by matters outside of AHV’s control including global honey shortage caused by adverse weather or biosecurity outbreak, and competitors in the industry offering beekeepers a higher price for their product(s). The Company might be required to increase expenditures to secure supply and increase its physical resources to strengthen relationships with beekeepers. This may adversely impact our operating and financial performance.

New Product Risk

There is no guarantee AHV’s new products as commercialised will be successful. Any failure to successfully launch and commercialise future new products may have a material adverse effect on AHV including loss of business opportunity and profitability.

Reduced Demand For Products

The future success of AHV will be reliant on the potential growth in demand for its products primarily in export markets (and particularly Asia). There is a risk that demand for such products may decrease for reasons outside AHV’s control including the introduction of new taxes, aggressive selling by other countries and similar/substitute products being made available. This may adversely affect AHV’s financial performance.

Scale-Up Risk

The Company intends to use funds raised under this offer to

hire key recruits, expand distribution networks, accelerate sales and scale. There is an inherent risk that the Company might not be able to do this or might not be able to do this in a time or cost-effective manner. The Company’s growth plans may also place increased demands on its management, operating systems, internal controls and physical resources. If not managed effectively, these increased demands may adversely affect the Company’s financial position and ability to meet customer demands. In addition, the Company’s personnel, systems, procedures and controls may be inadequate to support future operations. In order to manage this expansion effectively, the Company might be required to increase expenditures to increase its physical resources, expand, train or manage its employee base, and improve management, financial and information systems and controls.


2.9 Financial Information

2.9.1 Balance Sheet

2.9.2 Profit And Loss Statement

AHV Holdings Pty Ltd (as at 23 June 2021)

Balance Sheet AHV Holdings Pty Ltd

Balance SheetAHV Holdings Pty LtdAs at 23 June 2021

23 JUN 2021

AssetsBank

AHV Holdings Pty Ltd 0.93Total Bank 0.93

Current AssetsCash on hand 1,000.00

Loan - Australian Honey Ventures Pty Ltd 210,000.00Total Current Assets 211,000.00

Total Assets 211,000.93

LiabilitiesCurrent Liabilities

Loans from Directors 7.00Total Current Liabilities 7.00

Total Liabilities 7.00

Net Assets 210,993.93

EquityIssued Capital (Ord Shares) 211,000.00

Current Year Earnings (6.07)

Total Equity 210,993.93

AHV Holdings Pty Ltd (for the period 1 July 2020 to 23 June 2021)

Below are the financial statements of AHV Holdings Pty Ltd

Financial information for the period ending 23 June 2021 has been provided as the entity was incorporated in the same financial year and not yet required to lodge a tax return. These are based on management accounts and may be subject to change.

Profit and Loss AHV Holdings Pty Ltd

Profit and LossAHV Holdings Pty LtdFor the period 1 July 2020 to 23 June 2021

1 JUL 2020-23 JUN2021

Gross Profit -

Operating ExpensesBank Fees 6.00

Interest Expense 0.07

Total Operating Expenses 6.07

Net Profit (6.07)


2.9.3 Cashflow Statement 2.9.4 Statement Of Changes In Equity


Statement of Cash Flows AHV Holdings Pty Ltd

Statement of Cash FlowsAHV Holdings Pty LtdFor the period 1 July 2020 to 23 June 2021

1 JUL 2020-23 JUN2021

Operating ActivitiesPayments to suppliers and employees (6.07)

Net Cash Flows from Operating Activities (6.07)

Investing ActivitiesOther cash items from investing activities (211,000.00)

Net Cash Flows from Investing Activities (211,000.00)

Financing ActivitiesOther cash items from financing activities 211,007.00

Net Cash Flows from Financing Activities 211,007.00

Net Cash Flows 0.93

Cash and Cash EquivalentsCash and cash equivalents at beginning of period -

Net change in cash for period 0.93

Cash and cash equivalents at end of period 0.93


Movements in Equity AHV Holdings Pty Ltd

Movements in EquityAHV Holdings Pty LtdFor the period 1 July 2020 to 23 June 2021

1 JUL 2020-23 JUN2021

1 JUL 2019-23JUN 2020

EquityOpening Balance - -

Issued Capital (Ord Shares) 211,000.00 -

Current Year Earnings (6.07) -

Total Equity 210,993.93 -


2.9.5 Balance Sheet

2.9.6 Profit And Loss Statement

Australian Honey Ventures Pty Ltd (as at 14 June 2021)

Balance Sheet

Balance Sheet | Australian Honey Ventures Pty Ltd | 14 June 2021 Page 1 of 1

Australian Honey Ventures Pty Ltd As at 30 June 2021

30 Jun 2021 30 Jun 2020

Assets Bank Business Trans Acct 4,676 16,255Total Bank 4,676 16,255

Current Assets Cash on hand 120 120Loan to Marlu Enterprises 19,000 -Stock on Hand 45,000 -Total Current Assets 64,120 120

Fixed Assets Packing Shed Building at cost 22,480 -Plant & Equipment 91,305 -Wesbite and App Development 22,704 6,675Total Fixed Assets 136,489 6,675

Non-current Assets Brand Development Costs 36,364 -Trademark 13,649 5,721Total Non-current Assets 50,012 5,721

Total Assets 255,297 28,771

Liabilities Current Liabilities Directors Loan 229,238 27,710GST (36,256) (2,382)Loan - AVH Holdings Pty Ltd 210,000 -Total Current Liabilities 402,982 25,328

Total Liabilities 402,982 25,328

Net Assets (147,685) 3,442

Equity Current Year Earnings (151,127) (47,458)Retained Earnings (47,458) -Share Capital 1,000 1,000Share Premium Reserve 49,900 49,900Total Equity (147,685) 3,442

Assets

14 June 2021

Liabilities

Equity

Australian Honey Ventures Pty Ltd (1 July 2020 to 14 June 2021)

Below are the financial statementsof Australian Honey Ventures Pty Ltd for the financial year ended

30 June 2020. Financial information for the period ending 14 June 2021 has also been included based on management accounts, so may be subject to change.

Profit and Loss

Profit and Loss | Australian Honey Ventures Pty Ltd | 21 June 2021 Page 1 of 1

Australian Honey Ventures Pty Ltd 1 July 2020 to 14 June 2021

14 Jun 21 30 Jun 20

Income Other Revenue 44,000 -Sales 70,822 -Total Income 114,822 -

Less Cost of Sales Nutrients & Supplements 780 -Packaging 67,504 6,613Product Testing 6,551 1,459Purchases Honey 31,724 -Closing Stock (45,000) -Total Cost of Sales 61,559 8,071

Gross Profit 53,263 (8,071)

Less Operating Expenses Accounting 4,520 450Advertising & Promotion 93,275 26,512Bank Fees 95 109Client Meetings 450 147Computer Expenses 4,164 -Consulting Fees 17,000 -Contract Fees 52,727 -Entertainment 4,694 958Fees & Charges 3,061 106Filing Fee 273 -Freight & Courier 4,687 -Legal expenses 3,113 8,535Licensing Costs 42 -Motor Vehicle - Fuel 1,283 -Motor Vehicle - Parking 23 21Postage 39 110Printing & Stationery 539 1,609Protective Clothing 400 586Repairs and Maintenance 1,339 -Sub-Contractors 4,015 -Subscriptions 1,234 243Travel - National 7,418 -Total Operating Expenses 204,390 39,386

Net Profit (151,127) (47,458)

14 June 2021


2.9.9 Management Comments On Historical We have been operational for less than one financial year, with our focus, energy and capital resources having been directed into building a solid foundation that will support rapid growth and scale over the next 18 months.

We believe that execution of our strategic marketing and production plans, assisted by funds raised under this offer, it is foreseeable that the market could support the sale of up to 100 tonnes of medicinal honey in the next 12 - 24 months. Our core focus will be developing scientific marketing to promote the unique medicinal properties and grow brand awareness.

We anticipate modest revenues over the next 6-12 months but expect revenues to grow significantly once our state-of-the-art honey packing facility comes online in late 2022.

We have access to large volumes of medicinal and non-medicinal honey from commercial beekeepers located on the west and east coasts of Australia.

Unlike software-oriented businesses which require little fixed equipment, a honey company requires significant capital to fund physical infrastructure such as mechanical equipment, non-recurring engineering costs, securing honey supply and purchasing packaging inventory.

Our balance reflects the enormous amount of work that has been undertaken to get AHV ready for growth.

2.9.7 Cashflow Statement 2.9.8 Statement Of Changes In Equity

Australian Honey Ventures Pty Ltd (For the year ended 14 June 2021) Australian Honey Ventures Pty Ltd (for the year ended 14 June 2021)

Statement of Cash Flows Australian Honey Ventures Pty Ltd

Statement of Cash FlowsAustralian Honey Ventures Pty LtdFor the year ended 30 June 2021

2021 2020

Operating ActivitiesReceipts from customers 114,821.51 -

Payments to suppliers and employees (285,739.19) (49,839.22)

Cash receipts from other operating activities (14,083.64) -

Net Cash Flows from Operating Activities (185,001.32) (49,839.22)

Investing ActivitiesProceeds from sale of property, plant and equipment 1,139.00 1,006.00

Payment for property, plant and equipment (130,952.94) (7,681.00)

Other cash items from investing activities (108,291.66) (5,840.69)

Net Cash Flows from Investing Activities (238,105.60) (12,515.69)

Financing ActivitiesOther cash items from financing activities 411,527.50 78,610.00

Net Cash Flows from Financing Activities 411,527.50 78,610.00

Net Cash Flows (11,579.42) 16,255.09

Cash and Cash EquivalentsCash and cash equivalents at beginning of period 16,255.09 -

Net change in cash for period (11,579.42) 16,255.09

Cash and cash equivalents at end of period 4,675.67 16,255.09

14 June 2021

Movements in Equity Australian Honey Ventures Pty Ltd

Movements in EquityAustralian Honey Ventures Pty LtdFor the year ended 30 June 2021

2021 2020

EquityOpening Balance 3,442.36 -

Current Year Earnings (151,127.30) (47,457.64)

Share Capital - 1,000.00

Share Premium Reserve - 49,900.00

Total Equity (147,684.94) 3,442.36

14 June 2021


Section 03: INFORMATION ABOUT THE OFFER

Section 03

INFORMATION ABOUT THE OFFER

AHV Holdings Pty Ltd is offering up to 16,666,666 shares at an issue price of $0.15 per share to raise up to $2,500,000. The key terms and conditions of the Offer are set out below.

The table below sets out the intended use of funds raised under this Offer based on the minimum and maximum subscription amounts.

The Offer costs includes the Intermediary's fees under the hosting agreement between the Company and the Intermediary. These fees are up to 6% of all funds raised by the Company through Birchal Financial Services Pty Ltd (Intermediary), plus $2,800 for administration and setup costs.

Working capital includes overhead expenses, employee wages and director remuneration.

The details of director and senior manager/consultant remuneration are as follows:

• Directors’ remuneration $50,000 per annum

• Managing Directors’ remuneration $150,000 per annum

• Marketing Consultancy (full-service agency) $240,000 per annum

• Sales Manager (retainer floor) $60,000 per annum

Working capital expenses will be met through a combination of funds raised through the Offer, and revenue generated through the sales.

Other than as specified above, no other payments from the funds raised will be paid (directly or indirectly) to related parties, controlling shareholders, or any other persons involved in promoting or marketing the Offer.

We expect that the Maximum Subscription amount will be sufficient to meet the Company’s short-term objectives over the next 6-9 months, with the demand for AHV honey being the ultimate factor in when the next capital raise will occur.

If only the Minimum Subscription amount is raised, the Company will require further funding to be able to carry out our intended activities over the next 12 months. In such circumstances, the Company may consider undertaking a further CSF offer under the CSF regime. Until additional funding is obtained, we will scale back working capital, equipment upgrade, and marketing, to reserve our cash resources. This will have a significant impact on our Company’s ability to capitalise on opportunities and deeply penetrate markets.

A description of the rights associated with the shares is set out in Section 3.3.

To participate in the Offer, you must submit a completed application form together with the application money via the Intermediary’s platform. The Intermediary’s website provides instructions on how to apply for shares under the Offer at www.birchal.com.

The Intermediary must close the Offer early in certain circumstances. For example, if the Maximum Subscription is reached, the Offer must be closed. If the Minimum

Subscription is not reached or the Offer is closed but not completed, you will be refunded your application money.

Investors may withdraw their application during the Cooling-off Period. Further information on investor cooling-off rights can be found in Section 4 of this CSF offer document.

The Offer is not underwritten and there is no guarantee that these funds will be raised.

Term

Shares

Price

Minimum Subscription

Maximum Subscription

Minimum parcel size

Opening date

Closing date

Details

Fully-paid ordinary shares

$0.15 per share

$350,000

$1,000,000

$250

22.06.2021

13.07.2021

3.1 Terms Of The Offer

3.2 Use Of Funds

Minimum Subscription

2022 Year 2022 Year

Intended use Maximum Subscription

$200,000$0

$300,000

$150,000

$269,000

$81,000

$230,000

$0

$100,000

$20,000

$1,000,000$350,000

Processing Equipment – upgrade of existing equipment to meet increased demand

Working Capital – engage key recruits and consultants, and purchase packaging inventory

Honey Supply – secure honey to guarantee retail supply

Marketing – design and launch the a honey marketing campaign

Offer costs

Total


3.3 Rights Association With Shares

3.3.1 Voting Rights Each shareholder has one vote on a show of hands and, on a poll, one vote for each share held.

3.3.2 Dividends All shareholders have the right to payment of all dividends, distributions, bonuses and other profits that the Directors may from time to time recommend and as the Company may pursuant to this Constitution declare.

3.3.3 General Meetings And Notices Any Director may whenever he thinks fit convene a general meeting of members. Members with at least 5% of the votes that may be cast at a general meeting may call and arrange to hold a general meeting in accordance with Section 249F of the Act.

3.3.4 Election And Removal Of Directors The Directors and also every Director appointed under this Constitution shall hold office until they shall be removed by a resolution of the Company passed in general meeting or until their office shall ipso facto become vacant pursuant to this Constitution or pursuant to the Act.

3.3.5 Winding-Up If the Company is wound up, the liquidator may, with the sanction of a special resolution, divide among the members in kind the whole or any part of the property of the Company and may for that purpose set such value as he considers fair upon any property to be so divided and may determine how the division is to be carried out as between the members or different classes of members subject to the rights or restrictions attached to such classes of shares.

3.3.6 Restrictions On Sale And Transfer

Drag & Tag Rights

Notwithstanding Clause 28, if Jaylene Nicole Curtin as trustee for The Curtin Family Trust (Major Shareholder) receives an offer from a third party purchaser (Purchaser) for all of its shares in the Company and such an offer is contingent on the purchase of 100% of the shares in the Company, the Major Shareholder is entitled to dispose of all of its shares and where the Major Shareholder intends to do so, she may give a notice (Drag Along Notice) to each other member (Minority Shareholder) that their shares are required to be sold to the Purchaser.

Exit Provisions

Each member agrees it is aware that the Company may decide to seek and subsequently implement an exit strategy such as an initial public offering on a recognized stock exchange or a sale to a third party (as the case may be) (Exit Event). The terms of an Exit Event must be presented to members and passed by a special resolution prior to implementation (Approved Exit Event).

Director’s Discretion To Refuse To Register A Transfer Of Shares

The Directors may decline to register any transfer of shares, without giving any reason therefor provided that the Directors shall not unreasonably decline to register a transfer.

Shares in the Company are considered illiquid as they cannot easily be transferred or sold. However, there are numerous possible circumstances that may create an opportunity for shareholders to exit their investment in the Company. These include, but are not limited to:

• A trade purchase of the Company

• A listing on a registered stock exchange (eg the ASX)

• A private equity investment in the Company

• A share buy-back by the Company

There is no guarantee that any of the exit options will eventuate.

Immediately after issue, the shares will be fully-paid shares. There will be no liability on the part of shareholders and the shares will rank equally with the shares currently on issue.

The rights associated with the shares are set out in the Company’s constitution. These rights are described below. A copy of the constitution is available on the Intermediary’s platform.

3.4 What Can I Do With My Shares?

3.3.7 Pre-Emptive Rights On Issue Of Shares Any member proposing to transfer or deemed to be proposing to transfer any share or shares (hereinafter referred to as "the Transferor") shall give notice in writing to the Company of that member’s intention to do so (hereinafter called a "transfer notice") specifying the share or shares that member proposes to transfer, the price per share which that member is willing to accept and the identity of the proposed purchaser or transferee. Within 5 working days of receiving the transfer notice, the Directors must decide whether the Company will conduct a selective buy-back under Section 257D of the Act to buy-back and subsequently cancel the Sale Shares and where

the Directors’ so decide they must convene a general meeting of members within the following 20 working days to consider, and if thought fit, to approve the proposed buy-back. In the event that the Directors determine not to proceed with a selective buy-back, an offer of the shares specified in the transfer notice must be made in accordance with the remainder of this Clause.

The foregoing provisions of this Clause shall not apply to any transfer of share or shares where the members of the Company (excluding the proposing Transferor) resolve by special resolution to waive all rights of entitlement they have under this Clause.


3.5 Investor Rewards

$500+

$1000+

$3000+$500 + Investor Reward Includes:

$1K + Investor Reward Includes:

Shareholdings inAHV Holdings Pty Ltd

Shareholdings inAHV Holdings Pty Ltd

Shareholdings in AHV Holdings Pty Ltd

5 Pack Gift Box TA35+ Jarrah HoneyAHV Custom Polo Shirt

AHV Custom Hoodie Jumper

AHV Custom Polo Shirt AHV Custom Hoodie Jumper

$3K + Investor Reward Includes:

* AHV merchandise designs will vary slightly from the images provided.* Rewards will be distributed to investors within two months of the offer closing, due to needing to obtain sizing and placing a custom order with the clothing manufacturer.

* AHV merchandise designs will vary slightly from the images provided.* Rewards will be distributed to investors within two months of the offer closing, due to needing to obtain sizing and placing a custom order with the clothing manufacturer.


4.4.1 Annual Report While the Company is currently a small proprietary company that is not required to prepare annual financial reports and directors’ reports, if we successfully complete this Offer, then we will be required to prepare and lodge these annual reports with ASIC (within four months of the financial year end). The Company has a 30 June year end and its financial reports must be lodged by 31 October each year. Our financial reports are currently not required to be audited as we are a small proprietary company. This means that the Company’s financial reports will not be subject to auditor oversight and, therefore, there will be no independent assurance of the Company’s financial statements. However, the directors are still required to ensure that the financial statements give a true and fair view of the Company’s financial position and performance and that the financial statements comply with the accounting standards.

We may be required to have our financial reports audited in the future if we raise more than $3 million from CSF offers (including this current offer and any future offers) or otherwise become a large proprietary company.

4.4.2 Distribution of Annual Report The Company is not required to notify shareholders in writing of the options to receive or access the annual report. Shareholders will not be able to elect to receive a copy of the annual report by way of email or post. However, shareholders can access the annual report on the Company’s website at the following address www.australianhoneyventures.com.au (free of charge) or can purchase the report from ASIC.

Section 04: INFORMATION ABOUT INVESTOR RIGHTS

Section 04

INFORMATION ABOUT INVESTOR RIGHTS

If you are a retail investor, you have the right to withdraw your application under this Offer and to be repaid your application money. If you wish to withdraw your application for any reason (including if you change your mind about investing in the Company), you must do so within five business days of making your application (Cooling-off Period).

You must withdraw your application via the Intermediary’s platform. You will be able to withdraw your application within the Cooling-off Period by following the link and the instructions within your portfolio on the Intermediary’s platform.

After your withdrawal has been processed, the Intermediary will refund the application money to your nominated account as soon as practicable.

If we successfully complete this Offer, the rules on related party transactions in Chapter 2E of the Corporations Act will apply to the Company (for so long as we continue to have CSF shareholders). This means that the Company is required to obtain shareholder approval before giving

financial benefits to related parties of the company (e.g. directors and their spouses, children or parents), subject to certain exceptions (such as reasonable remuneration provided to directors).

If we successfully complete this Offer and have more than 50 shareholders, the takeover rules in the Corporations Act will only apply to the Company in a very limited way. If someone wants to buy more than 20% of the voting shares in the Company, they will be able to do so without complying with the takeover rules. This means a person may be able to get control of the Company without making a formal takeover bid to all shareholders or without seeking shareholder approval.

Shareholders will not have the benefit of the full protections under the takeover rules, which means you may not have the right to vote on or participate in a change of control of the company. However, the general principles of ensuring shareholders have sufficient information and time to consider a change of control, and all have a reasonable and equal opportunity to participate in any benefits, will apply to the Company. In addition, the Takeovers Panel has jurisdiction to hear disputes relating to control of the Company.

You can ask questions about the Offer on the communication facility available on the Intermediary’s platform. You can also use the communication facility to communicate with other investors, with the Company and with the Intermediary about this Offer.

You will be able to post comments and questions about the Offer and see the posts of other investors on the communication facility. The Company and/or the Intermediary will also be able to respond to questions and comments posted by investors.

Officers, employees or agents of the Company, and related parties or associates of the Company or the Intermediary, may participate in the facility and must clearly disclose their relationship to the Company and/or Intermediary when making posts on the facility.

Any comments made in good faith on the communication facility are not subject to the advertising restrictions in the Corporations Act.

The Company will provide regular updates to investors through quarterly emails and via the Intermediary’s platform

4.1 Cooling-Off Rights

4.5 Related Party Transactions

4.6 Takeovers

4.4 Proprietary Company Corporate Governance Obligations

4.2 Communication Facility For The Offer

4.3 Company Updates

http://www.australianhoneyventures.com.au


GLOSSARY

GLOSSARY

Company means AHV Holdings Pty Ltd ACN 645178070 Cooling-off Period means the period ending five business days after an application is made under this Offer, during which an investor has a right to withdraw their application and be repaid their application money CSF means crowd-sourced funding under Part 6D.3A of the Corporations Act Intermediary means Birchal Financial Services Pty Ltd AFSL 502618 Maximum Subscription means the amount specified in this CSF offer document as the maximum amount sought to be raised by the Offer Minimum Subscription means the amount specified in this CSF offer document as the minimum amount sought to be raised by the Offer Offer means an offer of fully-paid ordinary shares by the Company under this CSF offer document

Retail investor has the meaning given to the term “retail client” under the Corporations Act

81 Australian Honey Ventures

Australian Honey Ventures Pty LtdM: +61 478 637 630 | E: [email protected]

www.australianhoneyventures.com.au

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