Powering the future of Renewable Energy Project Management ...€¦ · renewables and structured...

Partnership | Innovation | Delivery P a g e | 1

POWERASIA LTD ACN 620 577 031

Powering the future of Renewable Energy Project Management,

Construction & Financing Whitepaper v1.0


Executive Summary 4

Blockchain, Cryptocurrencies, Smart Contracts and STO’s 8

The Outlook for Renewable Energy 12

The PowerAsia story & PAOF 16

P88 Token 28

Roadmap 33

Team & Advisors 34

Legal 39


Glossary

AUD Australian Dollar

BTC Bitcoin

ETH Ethereum

ICO Initial Coin Offering

IPO Initial Public Offering

PAOF PowerAsia Opportunities Fund

PowerAsia Company

PPA Power Purchase Agreement

P88 P88 Token issued by PowerAsia

RE Renewable Energy

SC Smart Contract

STO Security Token


1. Executive Summary

“We are going to exist the fossil fuel era. It is inevitable” – Elon Musk

1.1 Highlights

o PowerAsia Limited (PowerAsia) is a leading Renewable Energy (RE) project and

construction management company with a focus on Australia and South East Asia (SE

Asia).

o PowerAsia, through its subsidiaries has been active and profitable in the renewable

energy sector for the last 10 years across the Australian domestic, commercial and

industrial sector.

o PowerAsia is well positioned to grow organically from the latent capacity within its

existing infrastructure and consolidation of a highly fragmented sector. PowerAsia

has over 20 active projects in the pipeline. Construction on first project has begun –

expected IRR 10-12% (at the project level).

o PowerAsia focuses on projects up to 50MW which are ignored by large scale

institutional investors, construction and engineering firms and governments who

only want to undertake projects of significant size and scale. By focusing on this

segment of the market PowerAsia can provide social and environmental benefits

whilst generating robust returns for its stakeholders

o PowerAsia has strong alliance partners who include PowerChina, Ansteel and

MaStell. PowerAsia is strategically placed to capitalise on the growing and

increasingly sophisticated SE and Central Asian RE sector


o Pending PowerAsia IPO combined with its robust financial position and strong

cashflow generation will accelerate the growth of the company and open further

project funding capabilities

o Highly experienced and capable senior management team with strong infrastructure,

renewables and structured finance backgrounds. PowerAsia has recurring

profitability outside of the projects it will undertake.

o PowerAsia’s central principles are focused on Partnership, Innovation and Delivery

1.2 The Problem

The financing system for Renewable energy (RE herein) can be unwieldy and overly

bureaucratic. RE projects face several challenges from traditional financing sources;

o Governments globally have privatized (or in the process of doing so) their

energy assets and have reduced support (in terms of funding and policy) for

RE infrastructure investment

o Infrastructure investors and financiers want to invest into large projects due

to the size of their funds under management. For funds with multi-billions of

FUM, there is an incentive to prioritize large projects in order to be “fully

invested”, regardless if the projects are the most attractive or not (in a recent

categorization of eligible green projects the CEFC exclude RE projects under

50MW)1

o Increasing financial market regulation has made it harder for smaller projects

and companies to access debt and equity capital.

o Resistance from governments towards RE and sensible global warming policy

1 https://www.cefc.com.au/media/files/climate-bonds-initiative-launches-report-identifying-australian-green-infrastructure-opportunities/


o Long duration nature of projects promotes participation from investors with

equally long duration liabilities.

o Individual investors and communities lack participation and engagement

1.3 The Solution

The emergence of the crypto ecosystem can disrupt the RE financing system and provide a

platform for smaller projects (but often more critical at a social level) to access new and more

efficient sources of funding. The P88 token provides PowerAsia with an opportunity to fund,

build, manage and operate a new wave of RE infrastructure across Australia and emerging

Asia. The process of “tokenization” confers significant benefits to investors and issuers. For

investors the benefits include;

• Improved liquidity

• Precise and efficient portfolio management (e.g. if each project is tokenized, then

investors can select the projects which best met their investment and ESG criteria)

• Allows for investors to directly measure their impact (e.g. can correlate their token

ownership to a quantity of carbon reduction)

• Allows investors from all segments to participate (i.e. households, communities,

governments, NGO’s, banks, insurance companies, asset managers, etc)

For issuers, the advantages include;

o Removes reliance upon banks and governments as main source of funding

o Increase community and investor engagement

o Greater flexibility in structure (i.e. issuers can structure tokens to better match the

profile of each project(s) thus decreasing risk and improving return)


o Removes middlemen, thus reducing the cost of raising capital

o Promotes investor diversity. That is, can access investors from a global audience

(ensuring full compliance with various sovereign laws and regulating bodies)

By connecting cryptocurrency to RE, PowerAsia can develop projects that are traditionally

ignored by larger competitors. This segment yields an attractive return for investors, whilst

helping communities and governments deliver sustainable energy to households and

industry.

PowerAsia token holders gain access to the pipeline of RE projects that have been sourced

across Australia and Asia. The portfolio of projects provides diversification across geography

and generation type – thus decreasing exposure to exogenous shocks and enhancing

cashflow stability.

PowerAsia token holders effectively have direct ownership of a portion of the revenue

generated by the projects under the PowerAsia umbrella. In addition to this, token holders

will have the ability to transfer in the future into other tokens generated by PowerAsia.


2. Blockchain, Cryptocurrencies, Smart Contracts

and STO’s

Since the invention of BTC in 2009, the growth of cryptocurrencies has been likened to a

technological Cambrian explosion. These virtual currencies, based on a revolutionary

technology known as the blockchain, are part of a global market worth more than 200 billion

USD with 15 billion USD of turnover daily2. The P88 token is a cryptocurrency that allows

PowerAsia to raise capital via BTC & ETH.

What is the Blockchain?

The Blockchain is a public, decentralized ledger that contains an immutable record of

transactions. The blockchain achieves network security because records are not held in any

one central location, instead it is hosted simultaneously across millions of computers that

continually reconcile the state of the database. The blockchain network lives in a state of

consensus, one that automatically checks in with itself every ten minutes. A kind of self-

auditing ecosystem of a digital value, the network reconciles every transaction that happens

in ten-minute intervals. Each group of these transactions is referred to as a “block”.

The blockchain presents an elegant solution in that it facilitates exchange between strangers

located anywhere in the world without requiring a third party to provide verification and

security. Furthermore, the details of this transaction cannot be disputed or altered ex-post.

These transactions can be executed with relatively little cost, high speeds and virtually on a

24/7 basis. Consequently, blockchain has the capacity to disrupt numerous industries.

2 https://coinmarketcap.com/


What is Cryptocurrency?

Cryptocurrency is a digital currency that uses cryptography to secure transactions and in

doing so does not require a centralized authority to fill the role of mediator. Prototype

cryptocurrencies date back more than 20 years, however, BTC (which was unveiled in 2009)

has become acknowledged as the first cryptocurrency. The popularity and adoption of BTC

has expanded rapidly during the last decade and has spawned an entire universe of

currencies, coins and tokens. One of the more prominent projects that emerged was ETH

which unlike BTC aimed to serve as more than a currency and provides a

decentralized Turing-complete virtual machine, which can execute smart contracts.

The current crypto universe can be broadly divided into 3 segments; 1) currencies (e.g. BTC,

Litecoin, Dash); 2) protocols (e.g. ETH, EOS, Cardano) and 3) dApps (e.g. Dock, Augur, Storj).

The objective of currencies is to mirror (and enhance) features of the current fiat system

(some currencies have additional features such as enhanced privacy). Protocols are akin to

an operating system such as Windows or Linux and allow “software” (smart contracts) to be

ran on the system for a cost. dApps are essentially the software that runs on the protocols.

Over the last several years a fourth category has emerged – tokenized/digital assets. This

segment presents an opportunity to issuers and investors. The range of assets that can fall

into this segment are broad and can include IP behind of patent, a tokenized holding of a

work of art, while others, like P88 represent ownership of a claim on cashflows.

What is a Smart Contract?

For all intents and purposes, a smart contract acts like that of a traditional contract except

for the fact that its parameters are automatically executed through a predetermined piece of

code that is cryptographically secure. (e.g. "If Sally transfers x ETH tokens to the smart

contract, she will receive y P88"). Advantages of smart contracts include;


• Autonomy. You stipulate the conditions. Removes the need to for an intermediary to

confirm (also eliminates the risk of manipulation by a third party, since execution is

automatic)

• Trust. The SC is housed on a public ledger (the existence and details of the SC can be

viewed by anyone)

• Backup. The SC is hosted on the blockchain, the record cannot be “lost”

• Safety. SC’s are highly secure and would require computing power beyond current

means

• Speed. Depending on the process, SC’s can potentially execute code and transfer

funds and assets that might normally take days and require volumes of paperwork

• Cost efficient. SC’s remove the need for intermediaries (in the case of particularly

large or complex transactions, there are digital notary/escrow services that can be

used at a fraction of the cost their traditional counterparts).

In the case of P88, the SC will allow for the transfer of tokens between holders.

What is an STO?

STO’s or Security Token Offerings are a means of raising capital for a project via

cryptocurrency. Security Tokens represent the next step in financial and capital market

evolution. As described by Anthony Pompliano (ST thought leader and investor), “they are

the intersection of digital assets (tokens) with traditional financial products — a new

technology improving old things”.

During the STO process, PowerAsia will issue a token to investors in exchange for BTC, ETH,

AUD & USD. The P88 token will be based upon the ERC-20 standard (describes the functions

the token can implement) and run on the ETH network.

In the case of the P88 token, the utility of the token itself is relatively limited and essentially

acts as a digital marker. However, the function of security tokens can be much more intricate


(e.g. they could be used to measure the energy output from a set of solar arrays, record this

information to the blockchain and then automatically distribute an amount of

cryptocurrency that is owed to the bearer of that token based on the output and price the

energy was sold for).

How is an STO different from an IPO?

An IPO (Initial Public Offering) is the very first sale of equity to the public. This security is

then listed onto a stock exchange. Classically IPO’s involve the sale of ordinary shares. These

shares entitle investors to vote for the board and other motions at general meetings (1 share

= 1 vote), rights to any dividends and residual claim over the value of the company. Shares

are rarely listed on more than one exchange and it can be difficult for persons from other

geographical jurisdictions to purchase these securities.

In contrast, STO are not necessarily linked to the equity of the company. In fact, as outlined

above, a STO does not even have to be linked to a company, it can be represent a claim on a

building, a patent or in the case of P88 a crypto-denominated bond. The P88 STO process

will be conducted in compliance with the highest regard for global securities regulation.

Furthermore, as an emerging RE company, PowerAsia acknowledges that it has a strong

social obligation. The company truly believes that its core activities are addressing the

biggest environmental, social and economic issues of our time. PowerAsia sees the advent of

blockchain technology bringing transparency and independent verification to the behavior

of companies.


3. The Outlook for Renewable Energy

“The global renewable energy share can reach and exceed 30% by 2030. The

technologies are already available today to achieve this objective”3

Renewable Energy – the future is now

The Paris Agreement set ambitious goals to limit global average temperature increases. One

aspect that is critical in achieving this goal is to reduce power sector emissions down to net

zero by 2050. For this goal to be achievable a substantial scale-up of renewables is required

by 2035 to align with the Paris Agreement targets. Cumulatively, between 2014 and 2035,

investments worth 13,408 billion must be made globally in electricity generation4.

The goal from Paris to achieve a less than 2-degree Celsius increase in global temperature is

achievable. The path towards this target would have significant economic, social and

environmental benefits compared to current plans and policies. The total share of renewable

energy must rise from around 18% of total final energy consumption (in 2015) to around

two-thirds by 2050. Over the same period, the share of renewables in the power sector

would increase from around one-quarter to 85%, mostly through growth in solar and wind

power generation.

3 http://www.irena.org/-/media/Files/IRENA/Agency/Publication/2014/IRENA_REmap_summary_findings_2014.pdf 4 Allianz Climate and Energy Monitor Deep Dive 2017


Source: http://www.irena.org/publications/2018/Apr/Global-Energy-Transition-A-Roadmap-to-2050

The economic and social impact of a focused shift towards RE will create more jobs than are

lost from fossil-fuel industries and would improve global growth by 1% in 2050 and have

major positive impacts upon social and environmental welfare. As the cost of RE energy

declines and technology improves, it opens a pathway for the approximate 1/7th of the

human population who does not have access to modern energy (e.g. through small scale

hydro and solar installations coupled with storage).

The need for RE in the South East Asia (SEA) region is one of the greatest globally. RE

presents governments with an elegant solution – meeting growing demand whilst achieving

social and environmental goals. SEA has rich and largely untapped renewable energy

resources. It has some of the best hydropower potential in the world5. Solar PV costs have

decreased significantly in recent years in SEA, but they are still high in comparison to the

rest of Asia. Cost reductions can be achieved through a focus on enabling deployment

policies, reducing soft-costs, increasing efficiency of regional supply chains, improving local

installation services, introducing risk mitigation products and unlocking less-costly capital

(a considerable opportunity for PowerAsia).6

5http://irena.org/publications/2018/Jan/Renewable-Energy-Market-Analysis-Southeast-Asia/IRENA_Market_Southeast_Asia_2018.pdf 6 http://irena.org/publications/2018/Jan/Renewable-Energy-Market-Analysis-Southeast-

Asia/IRENA_Market_Southeast_Asia_2018.pdf


3.2 Traditional Funding Models

“The role of finance is access. Additional evolution is required in all the public, private

and community fronts”

The current system of financing (sourced mainly from large public & private institutions)

results in bias towards large scale projects and companies. This focus results from

institutional inertia and the fear of not being a part of the “group”. In addition, increases in

regulation has made it harder and costlier for smaller RE firms to access capital markets

(whether it be debt or equity). There is also a significant lag time commonly associated with

these avenues (especially when having to engage with government organizations). Most of

the debt funding in the sector is currently sourced via bank loans. The problem is that these

agreements can be difficult to novate after settlement. This leaves the lender having to own

the loan until maturity – this often times makes lenders more cautious in their appraisal of

opportunities.

3.3 P88 – The Solution

The emergence of “tokenization” and the birth of the “firm2.0” present a revolutionary

opportunity to reshape the way businesses are formed and structured and the way

projects/companies are financed. PowerAsia believes that P88 potentially addresses some

of the major limitations of the current system that need to be addressed to facilitate the

targets outlined above;

• Preventing cost of capital increases. By eliminating middlemen and other

transactions costs associated with current funding mechanisms, there is more value

share between projects and lenders

• Democratizing ownership. Tokenization allows projects to unlock new sources of

capital. Furthermore, it allows projects to attract more diverse investors. The


alignment of investors needs with projects is likely to decrease the cost of capital and

improve the level of engagement.

• Risk alignment. Tokenization allows for companies to map idiosyncratic risk profile

of the project to the economics of the token (e.g. a current proposal in the market is

that the token makes no distributions to investors for the first 2-years and then

prioritizes token holders in the next several years after)

• Improved liquidity. As noted above, tokenization allows loans to be more easily

syndicated and exchanged

• Lower barriers to entry for investors. Currently it is difficult for non-institutional

investors to participate in these financing activities

• Precise and efficient portfolio management. Investors can identify assets and cash

flow streams to meet the needs of their existing portfolio and mandates (e.g. an

investor be allowed to own the token of a RE project being undertaken by a resource

company, but is not allowed to own the common equity due to ESG concerns)

• Flexibility in terms of funding. Issuers can potentially look to use digital currencies

to enhance their funding programs (e.g. they might issue a AUD, USD, BTC and ETH

tranche of the same issue)

• Allows investors to identify their impact and engagement. For many investors,

one of the largest hurdles they face when implementing ESG focused mandates is the

ability to full map their investment to an outcome. Tokenization eliminates this

concern and in fact can potentially be used to measure impact at very discrete levels.

.


4. The PowerAsia Story

4.1 Background

PowerAsia is the merger of Linked Energy and EnPro.

Linked Energy (https://www.linked.net.au/) is a leading

provider of electrical, solar, fabrication, mechanical and

ancillary services to the mining, resources, construction,

agricultural and government sectors.

Linked Energy is based in Mackay and works in the Mackay Region and Bowen Basin. Linked

Energy has also completed projects for clients in South Australia, Victoria, Darwin, Surat

Basin, Galilee Basin, Gladstone and South-East Queensland.

Clients include leading blue-chip listed public companies, national

transportation and rail companies and two of the largest food producers in

Australia, as well as small to medium business in all industries.

The business provides a one-stop-shop from investigation, conception and design, through

to construction and ongoing maintenance. Linked Energy tailor’s outcomes for clients that

will enhance safety, financial and environmental results.

Linked Energy has extensive experience designing and installing solar systems for

commercial operations through-out Queensland. Linked are involved in several renewable

projects involving Bio Mass and Waste to energy, all projects are multi MW, viable processes

and proven technology.

EnPro Limited (https://enpro.energy/team) was founded by its principals to facilitate

project procurement and management. Through a network of business development


contacts around Asia, EnPro has acquired a pipeline of projects. These projects, if

undertaken, will form the core of project management business of PoweAsia.

PowerAsia is accredited by the Clean

Energy Council (CEC) of Australia. This

is a legal requirement for the design and

installation of solar systems in Australia

and provides our customers with

confidence that our design and

installation personnel are qualified and

competent (this accreditation is across .

We also have accreditation in every State and Territory in Australia.

4.2 Operating Model

PowerAsia has, through its Alliance Partners, drawn together the strengths of one of the

largest construction companies, with the technical expertise of specialised EPC contractor

and tied it together with innovative financing solutions to create a group that can deliver

projects that are cost effective, fully bonded and come in on time and on budget.


The PowerAsia Group draws on the expertise of our key people with backgrounds in finance,

engineering, construction and technology. Unlike many of its competitors, PowerAsia’s

business model is built on outcomes-based collaborations with its stakeholders

(governments, communities, regulators, customers, etc). Those collaborations are most

effective where PowerAsia integrates its personnel with a client’s project team. Integration

with our clients, place PowerAsia in the best position to limit risk and optimise project

outcomes. To further align with its clients' Interests, PowerAsia Increasingly structures its

remuneration to combine both reimbursable and performance-benchmarked incentive

payments, such as performance incentives for project completion on time and within budget.

A critical element of PowerAsia's business model is its risk assessment process. For each

project and client relationship, PowerAsia assesses the risks associated with that project or

client and determines its ability to manage or mitigate those risks. The three principal

factors in PowerAsia's assessment process are:

• The probability of a event occurring

• The magnitude of the consequences should that event occur

• If the event occurs, the ability to remedy/ moderate the impact of the event

4.3 Strategy

The PowerAsia Business model focuses on the identification of new projects to manage and

on developing our own projects as long-term investors. PowerAsia derives a competitive

edge by focusing on areas currently ignored by existing entrants. PowerAsia has the capacity

to undertake a range of engineering, procurement, and construction services to the energy

and resources sectors. The establishment of distinct business lines has enabled PowerAsia

to apply its model and the skills and experience of its leadership team and professionals

across the sector.


4.4 Current Projects

Paget Solar Project – Mackay, Queensland

PowerAsia has the exclusive right to develop the Paget Solar Project. The project was

identified by the State-owned Energy Queensland as being of great need due to the level of

industrial growth in the Mackay area, and the near capacity load on the Energy Queensland

South Mackay sub-station. The site was identified as a potential supplement to the daytime

peak load capacity.

PowerAsia performed its own feasibility study which confirmed the project is technically

viable and commercially attractive. The project has full governmental support and has

acquired all necessary approvals. A negotiated decision notice with Energy Queensland for

an electricity supply tariff has been issued. Likewise, the connection application to the

Energy Queensland grid has also been approved. Civil construction preparatory work has

already commenced, and the installation of the generation application will begin in Q4 2018.

A detailed analysis was performed by PowerAsia and the project has a total construction cost

of AUD24.5 million and land acquisition value of AUD7.5 million. The IRR on the project

ranges between 10-12.3%. The table below outlines modelling and assumptions

Sabha Khola “A” Hydroelectric Project


The Group has entered into a binding Memorandum of Understanding with Dip Sabha

Hydropower Pvt Ltd (DSH) for the development and construction of the 10 MW Sabha Khola

“A” Hydroelectric Project (Sabha Khola Agreement). The Project is located on the Sabha

Khola in Dhupu-Khadbari, Sankhuwasabha District, Nepal. The project, through the

designated licence holder has secured operating licenses and concessions for 30 years issued

by the Ministry of Energy, Nepal through the Nepalese Energy Authority (NEA) and the

Department of Electricity Development. DSH has also received the necessary approvals from

the Department of Industries. Construction of the hydroelectric facility may be done in part

or whole by the Group at our discretion through our chosen contactor. SinoHydro agreed to

undertake this project as EPC contractor, with PowerAsia acting as project manager.

SinoHydro will provide construction funding.

DSH had the project costed and accepted the project development cost submitted by the

Company under the MOU of AUD26.5m. The company will act as project manager and receive

a fee as a percentage of the project value7.

4.5 Project Pipeline & PAOF

PowerAsia has an extensive pipeline of projects – spanning solar & hydro across Australia,

Nepal, Philippines & Laos. The projects vary in size and complexity. This provides PowerAsia

will a high degree of flexibility. If there is enough capital and resources, then they can choose

a large size project. On the other hand, if capital is being rationed, several smaller projects

can be selected.

Project Size Value (AUD) Country Type Participation

Mackay Harbour

4.72 MW $10,030,000 Australia Solar Contractor\Owner

Paget Solar Farm

20MW $24,500,000 Australia Solar Contractor\Owner

AB Solar 45MV $65,625,000 Australia Solar Contractor\JV

Sabha Khola 10MW $26,500,000 Nepal Hydro Sub

Contractor\Owner

7 These revenues do not form part of the projected revenues of the Group for the period ending 30 June 2019 contained in the Whitepaper


Jurimba Khola

9.65MW $24,000,000 Nepal Hydro Sub

Contractor\Owner

Lighu Khola 30MW $77,500,000 Nepal Hydro Sub Contractor\JV

Upper Daruandi

10MW $22,500,000 Nepal Hydro Sub Contractor

Chulepu Khola

8.52MW $25,000,000 Nepal Solar Sub Contractor\JV

Barun Khola 100MW $255,000,000 Nepal Hydro Sub Contractor\JV

PowerAsia is continually searching for additional projects and is currently working with

potential partners in Sri Lanka and Indonesia.

Project Size Value (AUD) Country Type Participation

Nueva Vizcaya

(multiple)

19.4MW $45,000,000 Philippines Hydro Proponent\JV

Dakagan 142MW $380,500,000 Philippines Hydro JV

San Agustin (2) 9.4MW $29,700,000 Philippines Hydro JV

Masinoloc (2) 12.5MW $35,640,000 Philippines Hydro JV

Jobin-SQ 100MW $205,000,000 Philippines Solar JV

Mindanao 300MW $960,000,000 Philippines Hydro Proponent

Palavan 15MW $85,000,000 Philippines Hydro Proponent

Quezon (Multiple) 53MW $230,000,000 Philippines Hydro JV

Bogo 50MW $110,000,000 Philippines Solar Sub

Contractor\JV

Mindanao 25MW $55,000,000 Philippines Solar Contractor\JV

BoholB42 60MW $135,000,000 Philippines Solar Sub

Contractor\JV

Hinobaan 40MW $90,000,000 Philippines Solar Contractor\JV

Nam Long 13.1MW $32,000,000 Laos Hydro JV

Nam Pot 14.1MW $36,000,000 Laos Hydro JV

PowerAsia recently undertook a strategic review of its potential capital requirements.

PowerAsia identified that it was important to be able to manage projects with different

delivery runways (e.g. solar takes ~12 months, whilst hydro can take up to 36 months). The

solution – “PowerAsia Opportunities Fund” (PAOF). The PAOF is expected to become a

crucial element of PowerAsia’s financing strategy for future growth;


• The PAOF leverages the PowerAsia expertise in identifying projects and

executing them efficiently

• The smart contract and blockchain architecture brings transparency (readable

to anyone with an internet connection), security, and timeliness to the activities of

the PAOF

• The PAOF could be used to fund projects outside the PowerAsia ecosystem.

The PAOF can become a major funding platform for RE projects in Australia and Asia

(potentially globally)

• Because the dividends are paid from top-line revenue, investors are protected

from poor cost management

• PAOF tokens are an effective energy hedge

• The PAOF will be diversified across project type and geography – offers

investors an attractive portfolio of assets

• Additional token issuance can be used to source extra projects. Will be strict

anti-dilutionary terms written into smart contract architecture to protect existing

token holders

• Potentially can issue various classes of token from the same pool to meet

investor needs and demands.

• Investors who participate in the sale of P88 tokens will be able to convert into

PAOF tokens as early stage investors. PowerAsia view the P88 as a precursor to the

PAOF to develop a hands-on understanding on funding projects through this new

avenue.


4.6 Alliance Partners

PowerAsia has signed an alliance agreements with several partners. The alliance partners

may elect to participate with PowerAsia on a joint venture basis in projects that have been

identified that possess a high degree of quality and can have a positive, economic, social and

environmental impact.

SinoHydro. PowerAsia has entered into an Alliance Agreement

with Sinohydro Corporation Ltd (Sinohydro), a wholly owned

subsidiary of Power Construction Corporation of China, a Chinese

state-owned enterprise (SOE). Pursuant to the Alliance Agreement

with Sinohydro (Alliance Partner), PowerAsia shall identify

specific energy and infrastructure projects that the Alliance Partner may elect to participate

with PowerAsia as a JV.

Sinohydro is a wholly owned subsidiary of Power China. Power China has a world-class

construction capacity and boasts an equally impressive balance sheet with total assets of

RMB 350.83 billion-yuan, annual revenue of RMB 226.3 billion yuan and 200,000 employees.

Power China performed 1336 overseas contracts in the fields of engineering construction,

design consultation and equipment manufacturing in 95 countries.

Power China has a world-class

construction capacity, including the

annual capacity of 300 million m3 of

earth and rock cutting, 30 million m3

concrete placement, 15,000 MW of installation of turbine-generator units, 1-million-ton of

metal fabrication works, 5-million m3 of foundation grouting as well as 540,000 m3 of

construction of impervious walls. Power China has a total assets of RMB 350.83 billion yuan,

annual revenue of RMB 226.3 billion yuan and 200,000 employees. Power China performed


1336 overseas contracts in the fields of engineering construction, design consultation and

equipment manufacturing in 95 countries.

MaSteel. Magang (Group) Holding Co., Ltd. (MaSteel), is an iron and steel group in China which was

founded in 1958. Presently Masteel ‘s production capacity amounts to

18 million tons of steel and its total assets amount to more than RMB

90 billion with total sales of RMB 92.3 billion in 2011. Among the top

20 steel enterprises in the world, Masteel ranks No. 19 as per SBB (Steel

Business Briefing). Masteel has a total staff of over 60,000 people.

AnSteel. Anshan Iron and Steel Group

Corporation (Ansteel Group), is a Chinese

state-owned steel maker headquartered

in Anshan, Liaoning. Ansteel was ranked

the 7th in 2016 the world ranking by

production volume and 4th largest in

Mainland China. Ansteel currently produces some 33 Million tonnes per annum of steel and

has plans to increase production to more than 50 Million Tonnes per annum. It has total

assets of US$51 billion and employs 220,000 people and is 402 on the Forbes list of the

world’s best employers.


4.7 Financial Performance

PowerAsia expects to have a strong financial position after it completes the placement of

P88. This position will be further enhanced with the completion of the IPO.

Pro forma Consolidated Statements of Financial Performance

Forecasted 30 June 2019

(AUD)

Revenue Linked Business Income 16,858,285

EnPro Income (Note 1) 30,474,080

Other Income 0

Total Revenue 47,332,365

Cost of operations

Cost of Sales (Note 2) 37,179,454

Other 0

Total Cost of operations 37,179,454

Gross Profit 10,152,911

Expenses

Administration salaries & wages 1,508,144

Administration & other expenses 1,622,764

Depreciation and amortisation 243,033

Finance costs (Note 3) 166,871

All other expenses (note 4) 395,194

Total expenses 3,936,006

Operating profit before tax 5,827,155

EBITDA (Note 5) 6,216,905

Notes:

1. The EnPro revenue relates to the Mackay Paget project.

2. The cost of Sales are an aggregated cost of Sales for the group.

3. Finance cost are for estimated new equipment finance.

4 Other expenses represent the Company's estimate of the costs of operating as a listed company, Including

Directors’ fees, annual reports, annual general meeting, company secretarial, annual listing fees and other

costs.

5. EBITDA is Earning before tax, depreciation and amortisation.


Pro forma Statement of Financial Position as at 30th June 2018*

Current Post

Token Consolidated

ASSETS CURRENT ASSETS Cash and cash equivalents $4,066,918 $12,716,918

Trade and other receivables $3,134,203 $3,134,203

Inventories $84,511 $84,511

Work in progress $2,119,409 $2,119,409

Advance income tax $23,534 $23,534

Deferred tax assets $95,697 $95,697

TOTAL CURRENT ASSETS $9,524,272 $18,174,272

NON-CURRENT ASSETS

Property, plant & equipment $705,664 $705,664

Goodwill $4,230,694 $5,580,694

Other intangible assets $3,190 $3,190

TOTAL NON-CURRENT ASSETS $4,939,548 $6,289,548

TOTAL ASSETS $14,463,820 $24,463,820

LIABILITIES CURRENT LIABILITIES Trade and other payables $4,135,096 $4,135,096

Employee benefits $23,594 $23,594

Financial liabilities $0 $0

Provision for Income tax $16,087 $16,087

Deferred tax liabilities $289,696 $289,696

TOTAL CURRENT LIABILITIES $4,464,473 $4,464,473

NON-CURRENT LIABILITIES Financial liabilities $0 $0

Provision for long service leave $37,117 $37,117

TOTAL NON-CURRENT LIABILITIES $37,117 $37,117

TOTAL LIABILITIES $4,501,590 $4,501,590

NET ASSETS $9,962,230 $19,962,230

EQUITY Issued Capital $7,331,470 $7,331,470

Preference Shares $0 $10,000,000

Reserves $0 $0

Retained Earnings $2,630,760 $2,630,760

TOTAL EQUITY $9,962,230 $19,962,230

Note: *FY18 financial reports are being finalized. Preliminary numbers have been used


5. The P88 Token

5.1 P88 Token – Dividends & Capital Return

P88 works as a digital bearer asset and is based on the ERC20 standard which runs on the

Ethereum network. P88 gives investors the ability to receive a competitive rate of return and

help local communities and businesses by funding the construction and development of

clean energy. Investors can purchase P88 tokens using multiple sources (AUD, USD, BTC &

ETH). P88 is the first STO that the fund raised are being used to build new RE infrastructure.

The Paget project will provide greater electricity security, support growth in the Mackay

region whilst reducing carbon emissions.

PowerAsia will issue 100,000,000 P88 tokens. The tokens will be asset back by AUD

10,000,000 of Preference shares. The tokens pay a dividend of 10% (on the outstanding face

value) in the form of a quarterly on-market token buyback conducted via liquidity pool (the

tokens bought back will be removed from circulation). AUD 1,000,000 of capital will be

returned on an annual basis (see table below).

Year Q1 Q2 Q3 Q4 TOTAL

1 AUD 250,000 AUD 250,00 AUD 250,000 AUD 1,250,000 AUD 2,000,000





AUD 14,000,000

The dividend will be returned to customers using the following work flow below. The

liquidity pool will be used to provide liquidity to investors immediately following the token

distribution. In order to maintain the highest regulatory compliance, investors will have had

to passed KYC/AML checks to access the liquidity window.


The mapping of the operational aspects of cash flows to be returned to investors can be seen

below. It is worth noting that investors are subject to 3 requirements to participate in the

capital return;

o P88 Token Holders must undergo one-time KYC verification just as they

would do when signing up to various exchanges (for investors wanting to

receive fiat – there will be additional KYC/AML requirements)

o P88 Tokens must be held/staked in your P88 Wallets at the ex-dividend

date, which is 10 days prior to the dividend distribution date. The first ex-

dividend date will be communicated in advance, so that token holders have

more than enough time to deposit/stake their P88 Tokens in their P88

Wallets, if they have not done so already.

o P88 Token Holders must stake a minimum of 100,000 P88 tokens

The example below outlines how the capital return process will look in practice

• Investor A stakes 200,000 tokens on the ex-dividend date (P88 AUD price = 0.15).

• The total amount of P88 tokens staked is 20,000,000. Thus, Investor A is 1% of the

staking pool – entitling them to AUD 10,000

• On the dividend payment date, assume ETH/AUD = 700 and Investor A has

requested to receive ETH.


• They will receive 14.2857 ETH into their nominated wallet*. They will also receive

back 133,333.33 P88 tokens (AUD 10,000 / 0.15 = 66,667.67 – amount of investor

A’s tokens removed from circulation)


5.2 P88 – An alternative Stable coin

Given the feature of the P88, it’s rpice can be computed with a high degree of certainty8. Given that tokens are being removed

from circulation means that it is likley to place upward pressure on the token price – giving the P88 token a very attractive

feature to behave like a stable coin. One aspect that makes P88 even more attractive is that you earn interest whilst being

“tethered”. Furthermore, because the capital return is converted from AUD into BTC or ETH at (or near) the time of payment,

investors are assured to always receive the nominated return in AUD terms.

8 Assumptions include that the token yields 10%p.a. until it matures and is fully paid by PowerAsia.

0

10,000,000

20,000,000

30,000,000

40,000,000

50,000,000

60,000,000

70,000,000

80,000,000

90,000,000

100,000,000

0

0.02

0.04

0.06

0.08

0.1

0.12

0.14

0.16

0.18

Cir

cula

tin

g S

up

ply

P8

8 T

ok

en

Pri

ce (

AU

D)

Circulating Supply (RHS) P88 Token Price - AUD (LHS)


5.3 Token Sale

Seed Investors

(Closed)

Token Supply: 7,690,000

Private Sale Token Supply: 12,310,000

Fully Paid Tokens: 10,000,000

Bonus Tokens: 2,310,000

Discount: 18.75%

Funds Raised: 1,000,000 AUD

Expected Return: ~17% per year*

Public Sale Token Supply: 75,000,000

Token Price: 0.10 AUD

Funds Raised: 7,500,000 AUD

Expected Return: 10% per year*

Soft Cap

Hard Cap

70% of public sale

100% of public sale

* Expected return is internal rate of return based on the cashflows shown in the table on slide 13


5.4 Token Split & Use of Funds

75.00%

7.69%

2.50%

2.50%

12.31%

TOKEN SPLIT

Public Sale SeedTeam & Advisors Operations & MarketingPrivate Sale

AUD 7,500,000

AUD 1,000,000

AUD 500,000

USE OF FUNDS

Project Development Liquidity Pool Operating Costs


6. Roadmap


7. Team & Advisors

Company Board

Mr James Scott-Mitchell - Chairman

James has over 35 years’ senior management experience in distribution, project

development and financing. He has 20 years of experience in accounting and corporate

finance, including experience in project financing, company funding, initial public offerings,

investment evaluations, due diligence and structuring. His business activities have focussed

on energy generation, waste management, transportation and natural resource

management.

He was formerly the Vice-Chairman of the Committee for Economic Development of

Australia’s Operating Committee and is also a member of The Futures Foundation and The

Sydney Institute. Mr Scott-Mitchell has expertise in mergers and acquisitions, private equity

and developmental capital.

Mr Phil Pryor – Non- Executive Director

Phil has over 30 years of senior management and director level experience in Asia and

Australia and has served on strategic planning, audit and finance committees for multination

corporations. Phil is currently a director of FT8 (UK) PLC, which is an AIM listed company.

Before Ezybonds, Phil was regional Managing Director of SICPA that was founded in 1927

and headquartered in Lausanne, Switzerland. Phil was also a board member of the Essendon

Football Club and is a Fellow of the Institute of Company Directors.

Mr Alan Gao – Executive Director

Mr. Gao holds a Master of Engineering Degree from the University of Melbourne. He also

holds a Bachelor of Commerce Degree majoring in finance from the University of Melbourne.

Mr. Gao has graduated with first class honours and has been involve in an exchange program

with the Carnegie Melon University. His expertise includes senior management levels in

Australia and South-East Asia and covers businesses in Information Technology, Heavy

Manufacturing and the Resource Sector. Alan plays an essential role for the company in its

management of business opportunities throughout Asia.

Ms. Sophie Karzis, B.Juris, LLB – Company Secretary

Ms. Karzis is the principal of Corporate Counsel, a corporate law practice with a focus on

equity capital markets, mergers and acquisitions, corporate governance for ASX-listed

entities, as well as the more general aspects of corporate and commercial law. She is

https://www.linkedin.com/in/phillip-pryor-7179b6b6?lipi=urn:li:page:d_flagship3_profile_view_base_contact_details;/jm%2BB6vgTCC0%2BV26qw79yQ%3D%3D

https://www.linkedin.com/in/sophie-karzis-181a921b/


Company secretary of a number of ASX-listed and unlisted entities and is a member of the

Law Institute of Victoria as well as the Governance Institute of Australia. She is a practicing

lawyer with over 15 years of experience as a Commercial Lawyer and Company Secretary

and In-house Counsel for a number of private and public companies. Ms. Karzis served as

Company Secretary for Ultrapay Ltd, Shoply Ltd, ReelTime Media Ltd, Godfreys Group Ltd,

Green Invest Ltd, Genesis Resources Ltd, Harris Technology Group Ltd and Afterpay Touch

Group Ltd.

Ms. Karzis has been Non-Executive Director of Crowd Mobile Ltd, Harris Technology Group

Ltd and Shoply Ltd. She is a Member of the Law Institute of Victoria and the Institute of

Chartered Secretaries and holds a Bachelor of Laws Degree from Monash University.

Senior Management

Mr Rob Bolton – Group CEO

Robert has over 20 years of executive management and project management experience in

the construction, mining, and financial service sectors. He holds a Bachelor of Engineering

(civil) from the University of Sydney and a MBA from Ashridge Management College United

Kingdom.

Following graduation as a Civil Engineer from the University of Sydney, Robert worked with

Leighton Contractors on a number of different building, civil and mining projects. These

included the Sydney Harbour Tunnel, Hume Highway duplication (NSW), Parliament House

development (Canberra), Darling Harbour Redevelopment (Sydney) and the London

Victoria goldmine (NSW).

Mr. Jason Sharam – Managing Director of Linked Group Services

Jason entered the industry as an electrical fitter/mechanic and after 20 years holding senior

management roles he co-founded Linked Group Services. Linked Group Services was

originally launched as a labour hire company, providing electricians to the mining sector.

Linked has grown to become the leading provider of electrical, solar and fabrication services

to the mining and resources, construction, agricultural and government sectors. It covers the

Mackay, Darwin and Gladstone regions as well as the Bowen, Galilee and Surat Basins. Jason

is a qualified supervising electrical contractor in New South Wales, Queensland and the

Northern Territory. He also holds Clean Energy Council Accreditation. Jason has been

managing director of Linked since 2010.

https://www.linkedin.com/in/jasonsharam/

https://twitter.com/jason_sharam


Mr. Andrew Howard – Head of Corporate Finance

Andrew is responsible for the company’s capital management. He has worked as an

executive in Financial Markets for 25 years. He has a strong financial engineering

background, establishing and managing complex arbitrage books, multi-currency bank

balance sheets and detailed financial modelling. He has accumulated a considerable amount

of knowledge and skill in Strategic Capital Management working for various global banks

and investments banks and has held various positions within the Financial Markets. He has

worked on the Sydney Futures Exchange and was a Responsible Manager on an Australian

Financial Service License for 10 years. He was a director of several listed companies and acts

as an adviser to current listed companies.

Mr. Steve Lowe – Head of Energy Trading

Steve is tasked with trading, risk management, compliance and regulatory oversight for our

energy business. Steve has worked in the Global Financial and Commodity Markets for over

25 years, with a focus on the energy and carbon sectors. He has worked for banks, public and

private corporations and government owned institutions. Steve has gained prominence in

senior executive, general management and Director roles, including Chairing a publicly listed

company. In his role as General Manager - Electricity trading, Steve was credited with the

success of turning a loss-making NSW Government owned electricity retailer into a

profitable business.

Mr. Tishan David – Business Development Manager

Tishan has 15 Years’ experience in Marketing / Business Development, Tendering, Start-ups,

Rapid Growth, Strategic Planning and Operations in the Infrastructure Sector including

Renewable Energy. Tishan has a proven track record of increasing revenues, streamlining

workflow and creating a teamwork environment to enhance productivity innovatively in his

time as an executive with consumer companies. Tishan is adept at managing operations with

key focus on bottom line profitability by ensuring optimal utilization of available resources.

Tishan's network has delivered a pipeline of projects for the company, which are currently

being analyzed.

P88 Advisors

Mr. Mark Standish

Senior business and technology executive and investor in the financial and asset

management industry. He is the former COO of Egerton Capital, founder of a hedge fund

consulting firm and former professional services manager at Advent Software

https://www.linkedin.com/in/tishan-david-67276613b?lipi=urn:li:page:d_flagship3_profile_view_base_contact_details;zimqZS2iRMaIMDvsRWBxtg%3D%3D

https://www.linkedin.com/in/mark-standish-b822075?lipi=urn:li:page:d_flagship3_profile_view_base_contact_details;C/qWoZB/QRaRGOSR1Wgukw%3D%3D


Dr Archie Chapman

Dr Archie Chapman is currently a Research Fellow in Smart Grids at the University of Sydney,

in the School of Electrical and Information Engineering, Centre for Future Energy Networks.

His work focuses on grid integration of renewable generation and using distributed energy

resources, such as batteries and flexible loads, to provide power network and system

services, while making best use of legacy infrastructure. His expertise is in optimisation and

control of large distributed systems, using methods from game theory and artificial

intelligence. He holds a Ph.D. in computer science from the University of Southampton, U.K.,

and a B.Econ. (Hons.) and B.A. (Maths and Political Science) from the University of

Queensland.

Mr. Bill Barden

Bill has over 20 years’ experience in the banking industry, originally covering complex

derivatives trading, structuring and marketing. The last 10 years he has concentrated on

global markets sales and origination. Bill was formerly Head of Structured Solutions at HSBC

in Sydney and also spent several years in Hong Kong with HSBC. He has worked at Societe

Generale as Head of Structured Products and Commonwealth Bank of Australia in

Institutional Sales. He started his banking career in 1991 at Dresdner Bank, predominately

trading and structuring interest rate and commodities derivatives. Bill has both an

undergraduate degree in Commerce and Graduate Diploma in Finance from the Australian

National University.

Mr. Steve O’Neill

Steve is an Institutional Advisor with over 30 years client relationships with Banks,

Government Authorities, Fund Managers & Hedge Funds. Highly skilled and experienced in

Rates, Commodities, Equities, Futures & Options and Cryptocurrencies.

He has over 20 years’ experience as a director level with Merrill Lynch and Deutsche

complemented by work in boutique environments provides a breadth of client partnership

from family offices through to central banks as a funding and trading advisor.

Mr. Grant Colthup

Grant has held positions with a global macro hedge fund, investment bank, proprietary

trading firm and one of Asia’s largest insurance companies. He has extensive experience

across assets classes and complex investment strategies. He has spent time in academia in

teaching and researching positions. Grant holds degrees in economics and finance and was a

PhD candidate at UNSW (was awarded an Australian Postgraduate Scholarship).

Grant has participated in all segments of the cryptocurrency market and collaborated with

Andrew Howard to design and implement the P88 token and will apply his deep

https://www.linkedin.com/in/archie-chapman-1779623?lipi=urn:li:page:d_flagship3_profile_view_base_contact_details;D2YQdDJ3QCeRduR3VyypCw%3D%3D

https://www.linkedin.com/in/bill-barden-1b771314?lipi=urn:li:page:d_flagship3_profile_view_base_contact_details;aedGthRzSp%2Be64XfT9Rnuw%3D%3D

https://www.linkedin.com/in/stephen-o-neill-396b5a29?lipi=urn:li:page:d_flagship3_profile_view_base_contact_details;Vmgq8agnSs65xIwEoknYiQ%3D%3D

https://www.linkedin.com/in/grant-colthup?lipi=urn:li:page:d_flagship3_profile_view_base_contact_details;7c0MdN5YSk28ECx5SB4r8Q%3D%3D


understanding of market dynamics and balance sheet management in administering the

liquidity pool.


8. Legal

General

This Whitepaper is dated 9 September 2018. A copy of this Whitepaper is available on our website

at www.powerasia.io

The Issuer

PowerAsia Limited is the Issuer of this Whitepaper. The Issuer is an Australian public company

under the Corporations Act 2001 (Cth) (Corporations Act). This Whitepaper is not a Prospectus

or Product Disclosure Statement for the purposes of the Corporations Act and has not been, and

is not required to be, lodged with the Australian Securities and Investments Commission. Any

information provided in this Whitepaper and in any other document or communication in relation

to this offer should be read together with any other documentation in relation to this offer provided

by PowerAsia.

Terms of receipt of this document

This Whitepaper is provided to the recipient subject to the terms and conditions set out below.

The recipient’s acceptance of these terms and conditions is evidenced by its retention of this

document. If these terms and conditions are not acceptable, the recipient must return the

Whitepaper immediately.

Independent advice required

In preparing this Whitepaper, the Issuer has taken no account of the investment objectives,

financial situation and particular needs of any particular person. This Whitepaper must not be

construed as tax, legal or financial product advice. Before making any decision to purchase

Tokens, prospective purchasers of Tokens should:

• seek and rely on their own professional advice, in particular obtain appropriate tax, legal,

financial and investment advice having regard to their own circumstances; and

• conduct their own independent investigation and analysis regarding any information

contained in this Whitepaper or any other information provided or obtained in relation to Tokens.

Forward-looking statements

This Whitepaper contains forward-looking statements which are identified by words such as ‘may’,

‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve

risks and uncertainties.

These statements are based on an assessment of past and present economic and operating

conditions, and on a number of assumptions regarding future events and actions that, as at the

date of this Whitepaper, are expected to take place.

http://www.powerasia.io/


Such forward-looking statements are not guarantees of future performance and involve known

and unknown risks, uncertainties, assumptions and other important factors, many of which are

beyond the control of the Company, its Directors, Directors and management.

Although the Company believes that the expectations reflected in the forward-looking statements

included in this Whitepaper are reasonable, none of the Company, its Directors, the Directors, or

any person named in this Whitepaper, can give, or gives, any assurance that the results,

performance or achievements expressed or implied by the forward-looking statements contained

in this Whitepaper will actually occur or that the assumptions on which those statements are based

will prove to be correct or exhaustive beyond the date of its making. Investors are cautioned not

to place undue reliance on these forward-looking statements.

Except to the extent required by law, the Company has no intention to update or revise forward-

looking statements, or to publish prospective financial information in the future, regardless of

whether new information, future events or any other factors affect the information contained in

this Whitepaper.

The forward-looking statements contained in this Whitepaper are subject to various risk factors

that could cause our actual results to differ materially from the results expressed or anticipated in

these statements. The key risk factors of investing in the Company are set out in Section Error!

Reference source not found. of this Whitepaper.

Future performance of Tokens

Certain information in this Whitepaper may constitute forward-looking statements. All statements

of opinion or belief, all views expressed and all projections, forecasts or statements relating to

expectations regarding future events or the possible future performance of the Issue, the

Company or its assets, represents the Issuer’s assessment and interpretation of information

available as at the date of this Whitepaper. No representation is made, or assurance given that

such forward-looking statements, views, projections or forecasts are reasonable or correct or that

the objectives or prospective dividends of the Tokens will be achieved.

Restrictions on Offer

This Whitepaper does not, and is not intended to, constitute an offer in any place or jurisdiction in

which, or to any person to whom, it would not be lawful to make such an offer or to issue this

Whitepaper. The distribution of this Whitepaper in jurisdictions outside Australia may be restricted

by law and persons who come into possession of this Whitepaper should seek advice on and

observe any such restrictions. Any failure to comply with such restrictions may constitute a

violation of applicable securities laws.

The offer in this Whitepaper is only available to you, if you are an eligible person (as set out

below). The provision of this Whitepaper to any person does not constitute, and may not be used

for the purposes of, an offer of interests of any kind to that person or an invitation to any person

to apply for the issue of interests of any kind. Any such offer or invitation will only be extended to


a person if the person has first satisfied the Issuer that they are a wholesale client (as defined

under the Corporations Act).

Exclusion of warranties

To the maximum extent permitted by law, no representation or warranty, express or implied, is

made in relation to the accuracy, completeness or reliability of the information provided in this

Whitepaper or any other information concerning the Issuer otherwise provided to recipients. No

person named in this Information Whitepaper, nor any other person, guarantees the performance

of PowerAsia Limited (PowerAsia) or the repayment of capital or any return on investment made

pursuant to this Information Whitepaper. Photographs that appear in this Prospectus or

Presentation without descriptions are for illustrative purposes only, do not provide any form of

endorsement and do not purport to represent PowerAsia Limited. Assets pictured in this

Prospectus may not be assets of PowerAsia Limited unless otherwise stated.

Limitation of liability

The Issuer, its affiliates, agents and associates (Relevant Persons) do not accept any

responsibility for errors or omissions in this Whitepaper. The Relevant Persons disclaim and

exclude all liability for all loss, claims, damages, costs and expenses of any nature arising out of

or in connection with this Whitepaper (or any accompanying or subsequent information). The

Relevant Persons do not have an obligation to advise any person upon becoming aware of any

inaccuracy in, or omission from, this Whitepaper (or any accompanying or subsequent

information).

Risk

The purchase of Tokens will involve significant risks. The purchase of Tokens is not suitable for

persons unable to sustain a loss of all or part of the sum purchase amount or who require certain

or predictable royalty flows. Purchasers should have the financial ability and willingness to accept

risks characteristic of crypto assets similar to the token described in this Whitepaper. Purchasers

should also have the financial ability and willingness to accept a lack of liquidity in any secondary

market for Tokens.

Third party information

Certain information contained in this Whitepaper has been obtained from published sources

prepared by other parties and no responsibility is assumed for the accuracy or completeness of

such information. All industry and market data has been sourced from research of the Issuer,

unless otherwise indicated.

Confidentiality

This Whitepaper and any other information provided in connection with this Information

Whitepaper are confidential to the Issuer. Such information is provided to prospective investors

for the sole purpose of considering the purchase of Tokens and must not be copied, supplied,

disseminated or disclosed by any recipient to any other person (other than an employee or

professional adviser of the recipient who is also bound to keep it confidential), without the Issuer’s

prior written consent.


Photographs and Diagrams

Photographs and diagrams used in this Whitepaper which do not have descriptions are for

illustration only and should not be interpreted to mean that any person shown in them endorses

the Whitepaper or its contents or that the assets shown in them are owned by the Company.

Diagrams used in this Whitepaper are illustrative only and may not be drawn to scale.

Enquiries

If you are in any doubt as to how to deal with any of the matters raised in this Whitepaper, you

should consult your broker or legal, financial or other professional adviser without delay. Should

you have any questions about the Offers or how to apply for Tokens under the Offers, please call

the Company Secretary on +61 2 8007 5505.

Miscellaneous

The financial amounts in this Whitepaper are expressed in Australian dollars unless stated

otherwise. Items displayed in photographs in this Whitepaper are not necessarily assets owned

by the Company. The inclusion of photographs supplied by persons or entities other than the

Company does not constitute an endorsement or recommendation by those persons or entities

of Tokens offered under this Whitepaper.

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