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$: BEEFLEDGER TOKEN {BLT} - BeefLedger | …beefledger.io/.../01/BeefLedger_Token_WP_011117_V1.3.pdfBeefLedger Token {BLT} White Paper - 15 January 2018 Page 3 of 67| Community Enterprise$
BEEFLEDGER TOKEN {BLT} 888,888,888 BLT A BLOCKCHAIN PROVENANCE & PAYMENTS PLATFORM: Empowering individuals and communities to create value in beef production excellence WHITE PAPER Dated: 15 January 2018

BeefLedger Token {BLT} White Paper - 15 January 2018 Page 2 of 67|

Community Enterprise created by Sister City Partners Ltd

Directory

COMPANY BeefLedger Ltd ACN 622 620 875

REGISTERED OFFICE AND CONTACT DETAILS

Sister City Partners Limited (Token Generation Event Manager) Registered Office: Level 1, 410 Flinders Street, Townsville QLD 4810 Email: [email protected]

DIRECTORS Mr Warwick Powell Mr Mark Dunworth Mr Anthony Dunn Mr Ross Honeyman (company secretary)

SOLICITORS TO THE OFFER

Leverage Australia Solicitors (Bailey Compton) Address: Suite 5.03, Level 5, 50 Margaret Street, Sydney Phone: 1300 438 538 Email: [email protected]

COMPANY AUDITORS

WPIAS Pty Ltd (Authorised Audit Company No. 440306) Address: 4 Helensvale Road, Helensvale QLD Phone: 1300 028 348 Email: [email protected]



Important Information and Disclaimer

This document is a White Paper setting out the current and future developments of the BeefLedger Platform and BeefLedger Ecosystem by BeefLedger Ltd (BeefLedger). This paper is for information purposes only and is not a statement of future intent. Unless expressly specified otherwise, the products and innovations set out in this paper are currently under development and are not currently in deployment. BeefLedger makes no warranties or representations as to the successful development or implementation of such technologies and innovations, or achievement of any other activities noted in the paper, and disclaims any warranties implied by law or otherwise, to the extent permitted by law. No person is entitled to rely on the contents of this paper or any inferences drawn from it, including in relation to any interactions with BeefLedger or the technologies mentioned in this paper. BeefLedger disclaims all liability for any loss or damage of whatsoever kind (whether foreseeable or not) which may arise from any person acting on any information and opinions relating to BeefLedger, the BeefLedger Platform or the BeefLedger Ecosystem contained in this paper or any information which is made available in connection with any further enquiries, notwithstanding any negligence, default or lack of care. The information contained in this publication is derived from data obtained from sources believed by BeefLedger to be reliable and is given in good faith, but no warranties or guarantees, representations are made by BeefLedger with regard to the accuracy, completeness or suitability of the information presented. It should not be relied upon, and shall not confer rights or remedies upon, you or any of your employees, creditors, holders of securities or other equity holders or any other person. Any opinions expressed reflect the current judgment of the authors of this paper and do not necessarily represent the opinion of BeefLedger. The opinions reflected herein may change without notice and the opinions do not necessarily correspond to the opinions of BeefLedger. BeefLedger does not have an obligation to amend, modify or update this paper or to otherwise notify a reader or recipient thereof in the event that any matter stated herein, or any opinion, projection, forecast or estimate set forth herein, changes or subsequently becomes inaccurate. BeefLedger, its directors, employees, contractors and representatives do not have any responsibility or liability to any person or recipient (whether by reason of negligence, negligent misstatement or otherwise) arising from any statement, opinion or information, expressed or implied, arising out of, contained in or derived from or omission from this paper. Neither BeefLedger nor its advisors has independently verified any of the information, including the forecasts, prospects and projections contained in this paper. Each recipient is to rely solely on its own knowledge, investigation, judgment and assessment of the matters which are the subject of this report and any information which is made available in connection with any further enquiries and to satisfy itself as to the accuracy and completeness of such matters. Whilst every effort is made to ensure that statements of facts made in this paper are accurate, all estimates, projections, forecasts, prospects, expressions of opinion and other subjective judgments contained in this paper are based on assumptions considered to be reasonable as of the date of the document in which they are contained and must not be construed as a representation that the matters referred to therein will occur. Any plans, projections or forecasts mentioned in this paper may not be achieved due to multiple risk factors including without limitation defects in technology developments, legal or regulatory exposure, market volatility, sector volatility, corporate actions, or the unavailability of complete and accurate information. BeefLedger may provide hyperlinks to websites of entities mentioned in this paper, however the inclusion of a link does not imply that BeefLedger endorses, recommends or approves any material on the linked page or accessible from it. Such linked websites are accessed entirely at your own risk. BeefLedger does not accept responsibility whatsoever for any such material, nor for consequences of its use. This paper is not directed to, or intended for distribution to or use by, any person or entity who is a citizen or resident of or located in any state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation.



This document and any other documents published in association with this White Paper relate to a potential digital token offering to persons (contributors and participants) in respect of the intended development and use of the network by various participants. This document does not constitute an offer of securities or a promotion, invitation or solicitation for investment purposes. The terms of the contribution are not, therefore, intended to be a financial services offering document or a prospectus or an Information Memorandum. The token offering involves and relates to the development and use of experimental software and technologies that may not come to fruition or achieve the objectives specified in the White Paper. The purpose of tokens represents a high risk to any contributors. Tokens do not represent equity, shares, units, royalties or rights to capital, profit or income in the network or software or in the entity that issues tokens or any other company or intellectual property associated with the network or any other public or private enterprise, corporation, foundation or other entity in any jurisdiction. The token is not therefore intended to represent a security interest. This paper is only available on www.beefledger.io and may not be redistributed, reproduced or passed on to any other person or published, in part or in whole, for any purpose, without the prior, written consent of BeefLedger. The manner of distributing this paper may be restricted by law or regulation in certain countries. Persons into whose possession this paper may come are required to inform themselves about and to observe such restrictions. By accessing this paper, a recipient hereof agrees to be bound by the foregoing limitations.

NOTICE TO RESIDENTS OF THE UNITED STATES THE OFFER AND SALE OF THIS SECURITY INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. NOTICE TO RESIDENTS OF CANADA UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT THE ISSUER BECOMES A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY. NOTICE TO RESIDENTS OF CHINA THE RIGHTS ARE NOT BEING OFFERED OR SOLD AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE PEOPLE’S REPUBLIC OF CHINA (FOR SUCH PURPOSES, NOT INCLUDING THE HONG KONG AND MACAU SPECIAL ADMINISTRATIVE REGIONS OR TAIWAN), EXCEPT AS PERMITTED BY THE SECURITIES AND OTHER LAWS AND REGULATIONS OF THE PEOPLE’S REPUBLIC OF CHINA NOTICE TO RESIDENTS OF THE UNITED KINGDOM IN THE UNITED KINGDOM THIS DOCUMENT IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT (AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES WILL BE ENGAGED ONLY WITH): (i) INVESTMENT PROFESSIONALS (WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE ‘‘FPO ’’)); (ii) PERSONS OR ENTITIES OF A KIND DESCRIBED IN ARTICLE 49 OF THE FPO; (iii) CERTIFIED SOPHISTICATED INVESTORS (WITHIN THE MEANING OF ARTICLE 50(1) OF THE FPO); AND (iv) OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS ‘‘RELEVANT PERSONS’’). THIS DOCUMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON. ANY INVESTMENT TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO (AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES WILL BE ENGAGED ONLY WITH) RELEVANT PERSONS. THIS DOCUMENT IS DIRECTED ONLY AT RELEVANT PERSONS AND PERSONS WHO ARE NOT RELEVANT PERSONS SHOULD NOT TAKE ANY ACTION BASED UPON THIS DOCUMENT AND SHOULD NOT RELY ON IT. IT IS A CONDITION OF YOU RECEIVING AND RETAINING THIS DOCUMENT THAT YOU WARRANT TO THE COMPANY, ITS DIRECTORS, AND ITS OFFICERS THAT YOU ARE A RELEVANT PERSON.



Chairman’s Letter

Credentialed provenance sits at the heart of Australia’s ability to capture the opportunities of the growing demand from Asia’s rapidly emerging middle class for Australian foods and primary produce – in particular, the opportunities to realise greater value in the export of branded beef products. Delivering a digital platform that can provide credible, credentialed

provenance is the key to this opportunity, and that’s what BeefLedger is all about. Confidence in the credentials of any meat product relies upon an immutable chain of data – linking the animal from the farm, through to the final product on the plate. The Value of Data The BeefLedger Token {BLT} is a key component of giving life to credentialed provenance, and capturing and transmitting value that arises from the data that backs up the claims about food quality and its attributes. Using the BLT to enable transactions in the supply chain will give users access to exclusive data layers, which will provide the provenance proofs that give consumers peace of mind … • For consumers, that’s data on everything you’d want to know about the meat … where it

came from, where it’s been to, who’s handled it along the way, what it’s eaten and ultimately, how it was slaughtered.

• For producers, it’s about being rewarded for production excellence. The BLT is the means by which investments in better farming methods, more ecologically responsible practices and achieving high levels of certified animal welfare is acknowledged and rewarded.

• For processors and everyone else along the supply chain, it’s about ensuring a fair and stable business environment with visibility on what producers are providing and what consumers are demanding. BeefLedger will deliver to all the participants along the chain a smoother payments system, which will reduce the costs and uncertainties of doing business.

• Last but not least, for regulators, the BLT is the transmitter of credentialed auditability … with biosecurity issues always at the forefront of regulators’ minds, not to mention compliance with labeling and associated requirements, we are able to deliver visibility throughout the participating supply chain to domestic and international regulators.

BLT – What Money Can’t Buy The digital token that we affectionately call the BLT is all about what “good old fashioned dollars” can’t buy … that is, the data value that ultimately drives choices about what consumers will or won’t buy. We are unashamedly committed to enabling the constant pursuit of excellence in how we produce food, and in this case, beef.



Today’s consumers are increasingly concerned about the provenance of what they put into their bodies, and no more so is this the case than in the burgeoning markets for beef in the rapidly expanding middle classes of Asia – and China in particular. The BLT will be the means by which consumers anywhere in the world can access all the data that sits behind the beef on their plate. And, in a world in which the demand for beef keeps on growing, our ability to meet this need while at the same time rewarding best practice and the pursuit of excellence throughout the supply chain requires lifting the veil between the consumer and the production chain. The development of BeefLedger and the BLT connects the world of “ether” to the old fashioned world of analogue infrastructure. We are able to undertake this developmental activity because of our ability to anchor into existing supply chains and infrastructure. We want to deepen this connection to make sure that everything we do in the ether-world is robustly tested and validated in the real world of live animals, climate, farms, trucks, yards and abattoirs. BeefLedger is also the means by which a revitalised regional economic fabric can be achieved. Regional economies are – despite their considerable advantages and natural assets in terms of, for instance, Asia’s insatiable appetite for all things “clean and green” – hampered by fragmentation and technological immaturity. We overcome both of these obstacles in one move. And in the process, we are positioned to crystallise rapid value growth over a relatively short time horizon. With your help, we can close the two-speed economy gap by revitalising regional industries. New technologies can propel industries up the value curve, and deliver greater social and ecological dividends to investors and the community at large. I look forward to working with you to transforming our regions, one industry at a time. We begin our journey with beef. Yours sincerely WARWICK POWELL Chairman, Sister City Partners Limited Director, BeefLedger Limited



Overview

Our key strengths are summarised below:

Contributing to the BeefLedger project through the BeefLedger Token (BLT) offer is an invitation to join this industry-based, research-backed, asset-supported ecosystem, with years of industry know-how and experience behind it. BeefLedger brings people together with technology and real assets … in this case, our own Research & Development Abattoir and direct access to going concern supply chains. No more than 888,888,888 BLTs will be made available. Ever. And the demand for beef, especially in China, is insatiable. Given consumers’ demands for safe food, and ethically produced, ecologically sustainable food, there’s few better ways to reward good practice and improved impacts than through the data-rich carrying capacity of digital crypto-tokens and smart contracts. That’s our version of 21st century value creation that turns technology towards meeting the planet’s needs and humanity’s desires.



Overview Summary

Issuer BeefLedger Limited (a public unlisted company limited by shares).

Nature of Participation Acquisition of BeefLedger Tokens (BLT), a cryptocurrency created to operationalise activities conducted over the BeefLedger blockchain platform. Tokens will be issued on 1 June 2018 or thereabouts.

Issue size 888,888,888 BLTs will be issued over 3 rounds. Of these, 15% will be retained for distribution to partners, and 30% will be retained by BeefLedger Limited to enable it to act as the platform’s lender of last resort, to maintain or create additional liquidity on an as-needs basis. The Board of Directors will determine the timing of the issue of the Rounds. We expect that the full issue will be completed by 31 May 2018.

Why is this offer being conducted?

The Offer is being conducted to: • Provide resources to support our development strategy and future growth

opportunities; • Secure and progressively expand the stake in an existing abattoir and

associated beef supply chain infrastructure, so as to provide security of access and use of an asset base (field sites) for the technological innovations, testing and validation;

• Broaden our stakeholder and user community base; and • Provide the project with the benefits of an increased profile that arises from

having a broader stakeholder base.



About the Issuers

Who is Sister City Partners?

Sister City Partners Limited (SCP) is a not for profit regional development and investment banking enterprise. SCP was formed in 2014, and has been actively involved in developing regional economic development deal flow opportunities across key sectors of food, energy, finance and technology. It also pioneered community buyback proposals for the Port of Townsville in Northern Australia (2015 – when the then State Government proposed to dispose of the Port) and Queensland Nickel (QNI) in 2016. A change of government and policy, and the introduction of prohibitive legislation, saw both proposals suspended. SCP has invested in an integrated beef supply chain, through its subsidiary company CommBeef Processing Pty Ltd. CommBeef Processing Pty Ltd has secured an operational regional abattoir, south of Townsville, through which it will develop an integrated supply chain enabling a “paddock to plate” business model to deliver risk mitigated opportunities for sustainable regional beef production at a “middle scale”. This real world supply chain and infrastructure is also available for the field testing and development of technologies described in this White Paper, delivering for CommBeef Processing and BeefLedger a unique combination of real-world capacity and a dedicated research and development facility.

What is our history? SCP was formally established in late 2014, pulling together the experiences of its key personnel. Its focus has been to reactivate regional economies through the application of innovative business models, strategies and technologies that enable regional economies and enterprises to capitalize on the growing Asian middle class markets.

What are our services? SCP’s key services are intellectual property in deal flow identification, curation and development. The principals of SCP have also been separately involved in the development of integrated businesses and projects in diverse sectors including, but not limited to: agribusiness, natural resources, property, financial services, construction, renewable energy and tourism infrastructure. SCP is also an active member as a contributing founder to Innovation North Queensland (iNQ), a technology and entrepreneurial startups incubator and co-work facility based in Townsville, North Queensland, which nurtures the creation and development of innovative businesses and technologies from that part of Queensland. SCP has also been successful in securing Queensland Government support for community capacity building initiatives in the fintech arena through its i4 Fintech and Regions Program, which aims to “inform, inspire, initiate, impact” regional economies, businesses and communities through applied fintech solutions.



About BeefLedger

What is BeefLedger? BeefLedger is the project to develop and commercialise an integrated blockchain-enabled beef provenance platform and smart contracting payments regime. The foundational design intellectual property was developed through Beefleder Founders No. 1 Pty Ltd, a special purpose IP seed development company formed by SCP to auspice the original phase of work. The project has now reached a point when it can progress to intensive development, testing and commercial roll-out phases in real world settings. This next phase of work is the purpose of BeefLedger Limited.

How does BeefLedger propose to generate revenue and what are its key expenses?

BeefLedger’s commercialization model will involve a number of revenue streams, including but not limited to: user subscriptions, data fees, and transaction fees. Additional ecosystem utility value will be created through the issue of an associated digital token, which will serve initially as part of a parallel resource raising initiative (Token Generation Event – TGE) and subsequently as a special medium of exchange and data value-adder within the BeefLedger blockchain. The utility and value drivers of the BLT is described in this White Paper.

What geographies do we operate in?

BeefLedger has no geographic limitations. Its initial field deployments and test cases will take place in and around Roma in South West Queensland, and at the abattoir in North Queensland. Other early stage user communities are located in Central Queensland, New South Wales and other parts of Australia. In due course, it can be implemented across the globe.

What is our strategy? Our development and growth strategy is based on the following key components: • Rapid prototyping of a smart contracts regime and associated digitalization

processes to support the sale/purchase of live cattle; • Development of an integrated platform dashboard, with interfaces for key

stakeholders designed specifically to meet their data and decision-making requirements;

• Field testing with real life partners in grazing, breeding, sales and production to create evidence-backed use cases from which scalability will be launched;

• Strong collaborations with established government-funded research institutions and higher education institutions such as Queensland University of Technology (QUT) and James Cook University (JCU);

• Development of consumer interfaces, incorporating multi-digital currency payments functionality, data feedback and a range of value-added features; and

• Development and progressive field-testing and validation of data collection hardware and communications protocols to ensure a robust data thread throughout the physical transportation and physical transformation processes.



Key Strengths

Diverse experience and expertise cutting across relevant industries

Our key strengths are based on: • A combination of beef industry expertise, integrated with technical

and financial sector experience; • A well developed system design, with pre-prototype testing already

completed; • A strong institutional support network to provide validation and

credible critique (in research in particular); • Access to real assets, and field test sites throughout the entire

supply chain; and • Collaborative relationships with beef buyers and payments

platforms developers, which enable rapid development, testing and commercialization.

Low customer attrition A blockchain-enabled ledger and payments platform will be sticky, limiting customer attrition once onboard. The inherent utility value associated with a digital token with special data value attributes, as the medium of payment and exchange within the BeefLedger blockchain, will also encourage ecosystem stickiness.

Attractive industry dynamics including a large addressable market

Demand for clean and safe Australian beef from the growing Asian middle class, in particular from China, has grown rapidly in the last three years and is expected to continue growing strongly well into the future. Consumption of beef protein on a per capita basis from China remains well short of comparable markets such as Japan and Korea. However, as consumers become wealthier, they will seek greater surety on issues of provenance and safety, for which evidence shows they are willing to pay premiums. As such, a robust digitalized provenance platform sits at the heart of the Australian beef industry’s ability to capitalize on value growth opportunities through the transition from an undifferentiated commodity to a branded product of excellence. Streamlined payments throughout the supply chain will not only deliver security of payment but also reduce the overall costs of capital to the supply chain and its participants. These savings present opportunities for BeefLedger to support the development of value added services into the participating beef supply chain. The immutable database that is the BeefLedger also anchors critical bio-security risk mitigation through real-time data availability and tracking with full historic auditability as a built-in feature of the distributed ledger. Visibility to regulators is a key value proposition of the BeefLedger architecture.

The team The BeefLedger team is a diverse and experienced group with relevant industry and technical experience and expertise. More details are at



Section 9. The team includes industry experts with decades of experience, finance sector specialists, technology developers and legal professionals as well as a range of academic research advisory support.

Asset base The BeefLedger project will expand its equity position in an existing and operational beef supply chain asset base, anchored by an operational abattoir. This will ensure access to field development locations and ensure the technologies are tested in real life conditions. Additionally, by have direct ownership of our own operational facility, and associated supply chain, we are able to create an early use case to demonstrate and validate the design and implementation of the platform.

R&D institutional Support The BeefLedger project has strong working relationships and research collaborations with long-established, government funded research institutions. In particular, we work closely with Government agencies and research universities on specific aspects of the project vision and are part of a nationally funded Food Agility Cooperative Research Centre (CRC), which aims to improve agriculture through the application of digital technologies. As founding industry partners of the Food Agility CRC, the BeefLedger team has access to a breadth of allied expertise and support to drive the solutions forward.



Key Risks

Failure to realize benefits from product development costs

Developing software and hardware technologies can be expensive and the investment in the development of these product offerings often involves an extended period of time to achieve a return on investment. An important element of the corporate strategy is to continue to make investments in innovation and related product opportunities. We believe that we must continue to dedicate resources to our innovation efforts to develop our software and technology product offering to achieve and maintain a leading position. However, we may not receive significant revenues from these investments for several years, or may not realise such benefits at all.

Decline in trade volumes and economic conditions

A decline in regional and global trade volumes and recessionary economic conditions, including in the food sector, may adversely affect our financial performance. Our customers are involved in the beef supply chain, whose business operations depend on regional and global economic conditions, which are closely linked to regional and global trade volumes particularly in beef proteins.

Failure to retain customers and attract new customers

Our business will depend on our ability to attract and retain customers and our growth depends on our ability to attract further business from existing customers and to attract new customers. There is a risk that our customers reduce the use of our platform, for example, in terms of the number of users, number of transactions and value of transactions, which results in a reduction in the level of payments they make to us. There is a risk that they cease to use our platform, which in theory they are entitled to do on short notice. Therefore, there is a risk that if customers terminate their service agreements with us, or reduce their usage of the platform, our revenue could decrease. There is also a risk that existing customers fail to expand their use of our platform or that new customers fail to select our platform for their businesses. If our customers do not continue to use our platform and increase their use over time, and if new customers do not choose to use our platform, the growth of our revenue may slow or our revenue may decline.

Technology systems Both our customers and ourselves are dependent on the performance, reliability and availability of our technology platforms, data centres and global communications systems (including servers, the Internet, hosting services and the cloud environment in which we provide our platform services). There is a risk that these systems may be adversely affected by disruption, failure, service outages or data corruption that could occur as a result of computer viruses, “bugs” or “worms”, malware, internal or external misuse by websites, cyber attacks or other disruptions caused by natural disasters, power outages or other similar events.



Security breach and data privacy

Our platform and services involve the storage and transmission of users’ data. Our business could be materially impacted by security breaches of our customer’s data and information, either by unauthorized access, theft, destruction, loss of information or misappropriation or release of confidential data.

Ability to attract and retain key personnel

Our success depends on the retention of key personnel. In addition, we need to attract and retain highly skilled software development engineers. Competition for such personnel is intense. There is a risk that we may not be able to attract and retain key personnel or be able to find effective replacements for them in a timely manner. The loss of such personnel, or any delay in their replacement, could materially adversely affect our ability to operate our business and achieve our growth strategies and prospects, including through the development and commercialization of new products or services.

Country / region risks As we expand our presence in new international jurisdictions we are subject to the risks of doing business in regions that may have political, legal and economic instability or less sophisticated legal and regulatory systems and frameworks, including (1) unexpected changes in, or inconsistent application of, applicable foreign laws and regulatory requirements; (2) less sophisticated technology standards; (3) difficulties engaging local resources; and (4) potential for political upheaval or civil unrest. As we enter newer and less familiar regions there is a risk that we fail to understand the laws, regulations and business customs of these regions.



Table of Contents

DIRECTORY 2

IMPORTANT INFORMATION AND DISCLAIMER 3

CHAIRMAN’S LETTER 5

OVERVIEW 7

ABOUT SISTER CITY PARTNERS LIMITED 18 WHAT IS SISTER CITY PARTNERS LIMITED? 18 OUR FOUNDATIONS 18 WHAT’S IN A NAME? 18 THE VALUE OF INNOVATION 19 SISTER CITY PARTNERS’ ROLE 19

1 INTRODUCTION 20 1.1 FOOD SECURITY AND DEMAND FOR EXCELLENCE 20 1.2 BEEFLEDGER OVERVIEW 21 1.3 FOOD FRAUD IS BIG BUSINESS 21 1.4 SIX OUTCOMES 22 1.5 PROVENANCE = WIN4 23

2 DEVELOPMENT STRATEGY, SCOPE AND PATH TO MARKET 24 2.1 THE VISION 24 2.2 CREDENTIALED PROVENANCE 26 2.3 SCOPES 27 2.3.1 NEXT TWELVE MONTHS 29 2.4 DEVELOPMENT WORK TO DATE 30 2.4.1 STAKEHOLDER INVOLVEMENT 30

3 MARKET NEED AND OPPORTUNITY 32 3.1 SIZE OF MARKET 32 3.2 VALUE DRIVERS 34 3.3 GROWTH GAP 35 3.4 THE SUPPLY CHAIN PROCESSES 36 3.5 VALUE GROWTH THROUGH BRANDING 36 3.6 USER FEEDBACK AND RATINGS 37 3.7 INTERNATIONAL PAYMENTS 37 3.8 SUPPLY CHAIN FINANCE 38



3.9 BUSINESS MODEL IN BRIEF 40 3.10 DIVERSIFICATION 40

4 THE UNDERLYING TECHNOLOGY 41

5 OUR ADVANTAGES 43 5.1 OUR OWN ABATTOIR INFRASTRUCTURE AND SUPPLY CHAIN ASSETS 43 5.2 ROBUST RESEARCH AND DEVELOPMENT INSTITUTIONAL ECOSYSTEM 43 5.3 USER COMMUNITY 44

6 INVESTMENT, CONTRIBUTIONS AND PARTICIPATION OPPORTUNITIES 45 6.1 INVESTMENT, CONTRIBUTIONS AND PARTICIPATION PATHWAYS 45 6.2 HOW THE BLT DIFFERS 46 6.2.1 GRANTS AND OTHER FUNDING 46 6.3 USE OF RESOURCES 46

7 MORE ABOUT THE BLT 48 7.1 ETHEREUM ERC-20 SMART CONTRACT BASE 48 7.2 DRIVERS OF VALUE 48 7.3 BLT SALE 50 7.4 VALUATION 50 7.5 SALE PROGRAM 50 7.5.1 ROUND 1: PRE-TGE SALE 50 7.5.2 ROUND 2: MAIN TGE (PART 1) 51 7.5.3 ROUND 3: MAIN TGE (PART 2) 51 7.6 RETAINED TOKENS 51 7.7 TOKEN ISSUE 51 7.8 BLT LIQUIDITY 51

8 ADDITIONAL INFORMATION 52 8.1 HOW TO APPLY FOR TOKENS 52 8.2 MINIMUM CONTRIBUTION 52 8.3 ALLOTMENT POLICY AND ISSUE OF TOKENS 52 8.4 DIVIDENDS 52 8.5 ELECTRONIC WHITE PAPER AVAILABILITY 52 8.6 DISPUTE RESOLUTION 53 8.7 PRIVACY POLICY 53 8.8 LIMITED LIABILITY OF SCP AND BEEFLEDGER 53 8.9 CONSENT AND INTERESTS – DIRECTORS 53 8.10 LIQUIDITY AND RETURNS OF CAPITAL 53 8.11 TAXATION AND INVESTMENT ADVICE 54

9 THE TEAM 55 9.1 GOVERNANCE 55 9.2 STRATEGIC ADVISORY COMMITTEE 56



10 APPLICATION 60

11 RISKS 61 11.1 TRADING RISKS 61 11.1.1 INVESTMENT PLAN AND RELIANCE ON THE BOARD 61 11.1.2 TRADE RISK 61 11.1.3 MARKET CONDITIONS 62 11.1.4 BORROWING RISK 62 11.1.5 COMPANY EXPENSES 62 11.1.6 INSURANCE 62 11.1.7 SUBSCRIPTION LEVEL 62 11.1.8 INTEREST RATE RISK 63 11.1.9 UNFORESEEN EXPENSES 63 11.1.10 CHANGES IN LAWS AND GOVERNMENT POLICY 63 11.1.11 TAXATION 63 11.1.12 LIQUIDITY RISK 63

12 SIMPLE AGREEMENT FOR FUTURE TOKENS (SAFT) 64



About Sister City Partners Limited

What is Sister City Partners Limited? Sister City Partners is a not for profit regional investment banking enterprise, with headquarters in Australia. It is the new model needed to build sustainable public value and regional independence. This new model creates virtuous cycles of capital and consumption activity that minimise leakage and maximize ongoing reinvestment into the regional economic and social fabric. This is because, as a not for profit enterprise, it cannot distribute profits to disinterested and far-removed shareholders. Rather, as a lawful necessity, it must reinvest these proceeds into businesses and activities that are single-mindedly focused on building regional economic resilience and social wellbeing. In practical terms, it aims to deliver directly (and indirectly as an intermediary) capital and transactional solutions that support growing business activity in regional Australia. This activity necessarily has an international dimension, as reaching larger markets - particularly in North Asia - through partnerships and collaboration is in many ways a critical precondition for success.

Our Foundations Our approach and method in the development and implementation of capital and transactional solutions can be encapsulated through four foundational ideas: • Prudentia: long considered to be the mother of all virtues, meaning to look ahead wisely

and to provide for. Today we derive the idea of prudential from this root; • Fiducia: the etymological root of Fiduciary, meaning to trust; • Com: It means with or together, and together with Munos, we get community; and • Munos: means reciprocity in gift. These four foundational pillars guide the work of the not for profit investment banking enterprise.

What’s in a name? SCP chose its name firstly to reflect the opportunities that exist through the collaborative efforts of people from cities around the world that have consciously established relationships of friendship and exchange. Our focus in particularly are on those relations forged between Australian regional cities and towns, and their counterparts in China. Secondly, it more broadly promotes the idea that cities - and their citizens - can work with each other more generally to mitigate risk and promote resilient transformations. Underpinning both these dimensions is a belief that insularity spells certain death and the



explicitly inclusive and trans-regional nature of sister city relationships is a powerful force for good.

The value of innovation SCP values the role of innovation not only in our own approaches to social and economic challenges but also as the fuel that powers a community’s capacity to be resilient. Resilience is “the ability of a substance or object to spring back into shape; the capacity to recover quickly from difficulties; toughness” (Oxford English Dictionary). Innovation is a critical ingredient to how a person or a community can recover from challenging circumstances, to recover its shape and vigour.

Sister City Partners’ role SCP’s main role in the BeefLedger journey has to date been to initiate and curate the activity, which ultimately saw the creation of special purpose vehicles. Presently, SCP is fulfilling the role of Token Generation Event Manager, and is also the product issuer for the allied conventional investment opportunities.



1 Introduction

Demand for Australian beef from Asia, and China in particular, keeps on growing. Producers and supply chains that meet this demand in a manner that satisfies today’s consumers’ ethical and ecological expectations should be, and will be, rewarded. Provenance sits at the heart of this. And robust and immutable credentialing is what makes provenance more than a word but rather, a system that can grow new value and distribute it fairly and transparently. We need to incentivise the pursuit of excellence. BeefLedger does that.

1.1 Food Security and Demand for Excellence Food security is a key driver of demand for Australian primary produce and downstream value-added products from the growing middle class markets of Asia, and China in particular. As wealth rises in China, so too does demand for proteins – and particularly demand for beef. Australia has a strong reputation as a producer of clean and safe foods. Consumers increasingly want to know, and be confident in their knowledge, about a product and its origins. Provenance, authenticity, exacting ethical standards and concerns for safety are amongst key drivers of consumers’ interest in Australian food products. Our ability to make the most of the demand potential is impacted by a number of challenges.

• Firstly, food fraud is a growing problem, no more so than in the supply of beef into export markets. Substitution risk and lack of certainty and transparency in provenance sits at the heart of this concern.

• Similarly, the Australian beef supply chain exhibits a range of information asymmetry constraints adversely impacting on the efficiency and security of payments and use of capital. This increases the overall risk of sustainability in the supply chain as a whole.



1.2 BeefLedger Overview These two problems have a common root, and can be resolved through the BeefLedger platform. BeefLedger is an integrated provenance, blockchain security and payments platform. It has been designed to underpin value growth, profitability and sustainability of the Australian beef supply chain. The digital platform delivers solutions to: • Product credentialing to support consumer confidence and effective decision-making;

and • Asynchronous payments systems and supply chain dysfunction and risk.

1.3 Food Fraud is Big Business Globally, food fraud is a US$40 billion per year problem.1 Australia’s beef industry has been exposed to fraud as recently as 2013 when buffalo meat was released into Europe with fake labels starting it was from Australia and Brazil. Similar experiences are known in South East Asia.2 Credentialed provenance is foundational to Australia’s capacity to sustain a high value export presence in the growing China middle class market (amongst others), because it is our way of tackling head-on some of the key reasons behind the growing tide of food safety breaches and scandals in China. For example, according to DDMA research, 34% of Chinese consumers believe that a lack of advanced technology is one of the main reasons for a lack of food safety.

1 Source: SSAFE and PWC; John Spink (2014) Michigan State University 2 Source: www.sbs.com.au/news/massive-fraud-over-australian-beef



Credentialed provenance enables the beef supply chain to tackle directly the three main dimensions of provenance risk, namely: • Product substitution: where a product other than beef is substituted for beef; • Origin misrepresentation: where beef from one part of the world is substituted for beef

from Australia (because Australian beef is more valuable than beef from other parts of the world); and

• Cut substitution: where protein binders are used to “manufacture / fabricate” prime cuts e.g. rib fillets, eye fillets from meat waste.

1.4 Six Outcomes The BeefLedger platform delivers six core outcomes. These are:

1. Confidence in beef provenance; 2. Increased brand value and supply chain profitability; 3. Streamlined payments and secure cash flow stability; 4. Mitigation of meat fraud risk and increased bio-security transparency; 5. Feedback to producers to drive continuous improvement; and 6. Transparency on impact credentials in areas such as ecological, social and

economic impacts.



1.5 Provenance = Win4 In delivering these outcomes, the BeefLedger platform demonstrates the practical “win outcomes” for key industry stakeholders. • For consumers, BeefLedger ensures better, proven products; • For producers, BeefLedger ensures better value capture; • For processors and other supply chain participants, BeefLedger ensures a fair and

stable supply chain with rewards for the pursuit of excellence; • For regulators, BeefLedger delivers a transparent compliance and audit system to

ensure compliance with community and regulatory expectations and requirements in areas such as food safety and bio-security management; and

• For data collectors and providers – what we call Data Oracles – BeefLedger provides a transparent and accountable opportunity to valorise data value.

In addition, for cattle, BeefLedger provides the means by which consumers can reward producers that ensure a humane ethical treatment avoiding animal cruelty scandals.



2 Development Strategy, Scope and Path to Market

This section outlines the work done to date, the scope of development required and the proposed path to market. This forms the core scope of activities to be progressively undertaken and funded via funds raised through a series of investment and user community participation activities.

2.1 The Vision Advances in digital technologies can empower agribusiness to achieve greater sustainability and profitability through enhanced value delivery on the back of credentialed provenance (refer Section 2.2) and streamlined financial process re-engineering. This also creates opportunities to rejuvenate regional economies by revitalising a viable “agriculture of the middle”. The ability to achieve a viable “agriculture of the middle” format is made possible by the advances in digital technologies, culminating in:

(a) What has been called the “Internet of Things” (IoT); (b) High-powered analytics through enhancements in computational capacities,

transforming diverse and abundant data into useful information; (c) A trust-worthy, ubiquitous and immutable data architecture to ensure lifelong data

veracity – this is based on the blockchain paradigm of distributed ledgers; (d) Associated with the blockchain, the streamlining of financial payments via “smart

contracts”, which drives overall efficiency and trust in the provision of supply chain finance solutions enabling all participants to operate in a more stable and predictable payments environment; and

(e) Value growth through the capturing and provisioning of provenance data on the one hand, and consumer preference data on the other. This value growth will be captured via a BeefLedger-specific digital token that lays the foundations for data-value capture and long-term supply chain continuity through succession mapping.

This is an expansive vision, with many elements. To prosecute this broad vision, Sister City Partners Limited has reached out to a diverse base of know-how partners – in both the research and higher education worlds as well as the commercial world (particularly in the “fintech” arena) – and has framed a series of related initiatives that deliver in their own right, but which – when combined – leverage the value of individual elements to create a value that is greater than that of the sum of the parts. This context is shown in the Figure below, which is a macro-schema of the overarching BeefLedger initiative. BeefLedger is, in short, a blockchain enabled provenance and supply chain integration project.



Project research and development partners already include: CommBeef Processing Pty Ltd with research support from CSIRO, James Cook University and the broader auspice of the Food Agility CRC. BeefLedger Ltd is a founding industry partner of Food Agility CRC.

FIGURE 1

As shown in the schema, BeefLedger aims to capture relevant data along the entire value chain, through its key stages of activities, and provide immutable data feedback mechanisms so that participating stakeholders are able to benefit from the data (e.g. via enhanced decision-making) and the chain as a whole is able to streamline financial solutions and stabilise and optimize the distribution of margins over time. The key elements of the schema are:

(a) The supply chain stages – production (behind the farm gate); transformation (value-adding); distribution (wholesaling + retailing); and consumption;

(b) Key data dimensions, of which there are five that go to the heart of provenance – product; period (time); place (spatial); people; and price;



(c) A host of Internet of Things (IoT) interdictions of both hardware and software to enable to capturing of relevant data along these key data dimensions, as they apply to the transformation activities that take place along the entire supply chain;

(d) A blockchain data architecture, which will be mirrored legally via a data partitioned trust, so that stakeholders have conditional rights to access certain data and also to benefit from monetization opportunities arising from that data (either by itself or in aggregate);

(e) Smart contracts interposed throughout key transformational and transactional moments along the supply chain, linking analog activities concerning real items with relevant digital validations and accreditations to enable payments (fiat currencies and cryptocurrency-enabled) on a real-time autonomous basis;

(f) Data feedback loops (or data cycles) that enable chain participants to have visibility over the impact of various activities or conditions (as captured in original data along any of the five dimensions) on pricing and consumer satisfaction;

(g) User interfaces to make a broad range of chain data available to chain participants, including:

o Provide consumers with the capacity (via app interfaces, for example) to verify product provenance at the supermarket or other retail point; and

o In doing so, welcomes and encourages public scrutiny via consumer feedback, which can support ongoing regulator interest in ensuring sustainable supply chain quality performance.

2.2 Credentialed Provenance An underlying rationale for the integrated ledger methodology is a belief that a sustainable and viable “agriculture of the middle” approach for beef must be premised on seeking greater value via credentialed provenance. In marketing terms, this means “building a brand” and “imbuing it with brand value”. Generic beef without provenance is a commodity, which tends to have “price taker” characteristics. Whether it is the pricing decisions of large buying groups (e.g. major supermarket chains) or global commodity traders, generic beef sans brand will be traded like most commodities, with producers and processors vulnerable to the vicissitudes of, at times, significant price fluctuations. The ability to “move up” the value curve is necessary to escape (or at least better mitigate) the risks associated with commodity market volatility; and to do so presupposes the ability to create a credentialed brand value proposition that consumers will trust. Brand value is already being developed and promoted by producers in other parts of the country.3 However, it is well known that the development of brand value also increases the risk of imposters and fakes undermining regional provenance value. That’s why the blockchain-anchored framework is critical to mitigating future meat fraud. The security of immutable

3 For example, brands such as 1824, King Island, Cape Grim, Master Kobe, OBE Beef etc.



data, demonstrating the credentialing along the entire supply chain, ensures confidence in the provenance claims of the products being produced and distributed. Credentialed provenance also enhances bio-security management capabilities of all agents across the supply chain, including regulatory stakeholders. Visibility of data and auditability of historical transactions is key to proactive bio-security capabilities empowered by BeefLedger.

2.3 Scopes An expansive integrated vision such as BeefLedger necessarily requires the establishment of manageable project work packages. We have already identified three project packages:

(a) Distributed Ledger – this is the underlying architecture of the entire project. Its core areas of focus are identified in the area denoted as “blockchain” in the Figure above. This piece of work will focus on two principal dimensions:

o The scoping of the technical and data interfaces between the physical or analogue domain of activity and the blockchain architecture. This work will establish a conceptual design frame, based on the core IP developed by Beefleder Founders No. 1 Pty Ltd, and identify potential IoT interdictions that can be introduced, deployed and trialed to determine veracity and fitness for purpose.

o A “proof of concept” will be developed in more detail addressing the provenance along the entire chain in relation to one identified data dimension.

(b) Digital Interface - core areas of focus are identified in the areas identified as “digital” in the Figure above.

o In the first instance, the project is concerned with behind-the-gate data (or “first mile data”) that goes to capturing data relevant to production. This data could go to enhancing productivity in terms of (a) weight gain over time; and (b) optimized costs associated with achieving the desired weight gain in the time required. Weight gain is, in simple terms, a function of genetics x feed quality (e.g. pasture) x movement x time under specific climatic conditions. This project package aims to gather data across these dimensions (focusing particularly on genetics, pasture quality, land management and climate conditions) and validate a predictive model of weight gain over time based on analysis of the data. This data will be made available to producers in an easy-to-use interface to support better decision-making on farm. Data sharing agreements with third party data providers will be sought to support this aspect of the data inputs where such data already exists.

o The second dimension of this project package is to create the first data cycle linkage to other stakeholders within the supply chain – with a particular focus on engaging stakeholders involved in the distribution/consumer end of the process. In this aspect, we aim to begin to scope out the ways in which



consumer response to particular products (e.g. via ratings) can be cycled back to producers to provide insights into which animals achieved higher relative consumer acceptance than others. Our working hypothesis is that certain batches of animals will achieve a consistently higher rating from consumers, which will in time drive differential pricing, and also enable on-farm improvements to be considered.4 Producers can benefit from differential pricing of higher quality produce through the monetization of their data, housed in the immutable BeefLedger database.

(c) Payments – across each of the transactional nodes of the supply chain, including at the consumer-facing end.

o In the first instance, the project will focus on a preliminary proof of concept design and implementation of a blockchain enabled smart contracts payment platform to support the following four key transactions: (a) purchase of breeder cattle by a grazier from a breeder; (b) sale of cattle by a grazier to a feedlot; (c) sale of cattle by a grazier to a stock agent; and (d) sale of cattle by a grazier to an abattoir. The proof of concept development will be anchored around a participating grazing operation in Roma, Queensland (Echo Hills), and will enable the digitalization of relevant key documentation and the construction of digitalized conditions-precedent to enable the application of smart contracts. In parallel to this activity, a “digital token” will be created to actualize the transactions enabled over the blockchain, without as such disrupting existing practices (viz. fiat currency-based transactions and payments). In effect, this activity will deliver via a controlled “sandbox” environment the platform architecture to enable the scaling up of the underlying capabilities of the digitalization of the “real” supply chain.

o We will also develop a customer-interface (dashboard) that enables system users (whether they be producers, processors, restaurateurs or consumers) to scan product codes and access provenance data, access value-added information (e.g. messages from producers; recipes etc.), and make payments. Two forms of payments will be supportable in due course: fiat currency payments and cryptocurrency payments – in particular the BeefLedger Token. In due course, convertibility will be examined to enable cross-border multicurrency platforms and exchange to take place. We are partnering with an established cryptocurrency laboratory (Soar Labs) to progress the first version of this interface via the Soar Wallet (www.wallet.soar.org).

4 Other benefits that can arising from lifting the veil between producers and consumers include the reduction in food waste as consumers are more willing to consume so-called “ugly fruit” on the basis of an appreciation of the “back story” behind the production. Furthermore, consumer education around different meat cuts can be reinforced and enhanced through the shared experiences of consumers.



The critical path connecting data with analogue processes is summarised in the series of images below (Figure 2). This shows the present cattle tagging system (NLIS tags) on the left, through slaughtering and processing, then into packages and ultimately to be interfaced with consumers on retail centres where product information, consumer feedback and payments is enabled via digital platforms such as WeChat Pay, or cryptocurrency payment systems.

FIGURE 2

2.3.1 Next Twelve Months The project’s immediate focus over the next twelve months of development will focus on: • Expanding the BeefLedger user community base; • Growing the co-design participants groups; • Develop user accounts and dashboards (the stakeholder interfaces); • Smart contracts and payments for a select bundle of transactions revolving around our

participating grazier. The four core transactions are: o The sale of an animal from a breeder to a grazier; o The sale of an animal from a grazier to a feedlot; o The sale of an animal from a grazier to a stock agent; and o The sale of an animal from a grazier to an abattoir;

• A proof-of-concept consumer interface, enabling the access of provenance data and payments functionality via a mobile digital interface, with underlying payments capacity in fiat currency and crypto-currency options (Figure 3).



FIGURE 3

2.4 Development work to date To date, the development of the underlying intellectual property (IP), including scoping of technological issues and design remedies has been undertaken by Beefleder Founders No. 1 Pty Ltd, a special purpose IP development company formed by Sister City Partners Limited with a limited investor participation base. Rights to enable the further development and commercialisation of this IP in the beef sector have been vested in BeefLedger Limited in exchange for Ordinary Shares in BeefLedger Limited.

2.4.1 Stakeholder involvement To date, the IP development work has benefited from the involvement of a number of stakeholders within the supply chain itself, as well as collaborations with independent higher education and research institutions. In particular: • The scoping of the payments functions and associated smart contract data

requirements has been made possible through the participation of two graziers and their breeder supplier on the one hand, and a stock agent on the other. These stakeholders now stand ready to participate in the full field development and deployment of digitalisation systems that can translate an analogue-heavy system of documentation-enabled transactions to a blockchain-enabled smart contracts transaction regime. The payments functions will be developed for application across all transactional requirements in the supply chain.

• Behind the farm gate data, particularly in relation to cattle weight performance is allied with the Digital Homestead project (undertaken by James Cook University and CSIRO)



and Digital Paddocks project (a proposal presented by CSIRO and CommBeef, and currently under consideration for funding from the Development of Northern Australia CRC). Discussions have also been opened with AgForce in relation to data access to further add value to existing investments in the Best Management Practice (BMP) accreditation program.

• Scoping of the application of IoT solutions within an abattoir environment through partnering with an affiliated company (CommBeef Processing Pty Ltd), which has recently acquired a 25,000-head per annum capacity abattoir near Townsville. This abattoir facility offers direct access to an “R&D” facility, which provides the BeefLedger team with a practical and competitive edge in relation to the field-testing of technological solutions and the ability to demonstrate the practicality of the technical solutions we propose to deploy as part of the BeefLedger suite.

• BeefLedger is presently in discussions with the Office of the Chief Scientist (Queensland Government) to establish a collaborative framework, to support the direction of the scientific foundations for impact data arising from the digitalisation of the beef supply activities. While the core BeefLedger architecture is focused on product provenance narrowly defined, future elaboration of the attributes of provenance that will be developed address broader considerations of social, economic and ecological impacts arising from the production of beef through the participating supply chains. Modern consumers are increasingly concerned about the impacts of production systems, and ethical consumer choices take due consideration of these attributes. As beef production is recognised to have, among other things, ecological impacts, the opportunity to achieve better ecological impact outcomes through data-enabled production supported / incentivised by consumer preferences and premium pricing is a key future value-add for the BeefLedger suite. The involvement of reputable, independent scientific expertise is an important dimension of this work into the future.

• BeefLedger Limited is a founding industry partner of the Food Agility CRC. The Food Agility CRC is a Federal Government funded cooperative research program that offers dollar for dollar matching funding support for projects that are consistent with its overall remit. The development of a blockchain-enabled application within the beef supply chain is one such project, and BeefLedger is presently involved in the CRC’s “design central” processes to finalise a project plan. The company is optimistic about securing contributing funding to progress the work. It can be noted that CRC funding support is unlikely to involve equity dilution; nor will ownership of IP be compromised as the Food Agility CRC has agreed that all IP developed through projects that it supports will remain vested with industry.



3 Market Need and Opportunity

3.1 Size of market The Australian beef cattle herd is approximately 27 million head at present. Approximately 7 million head are slaughtered each year. Australia’s export of beef to China has risen dramatically over the past four years. By 2016, Australia exported 94,040 tonnes swt to China. The total value of exports was AU$737.3 million. The vast majority of this was frozen (89%) with the remainder chilled (11%). Australian beef occupies approximately 20% of total direct imports of beef into China. The rapid economic development of Asian countries – especially China – in the past two decades has changed the nature of food production and consumption in these markets.

FIGURE 4

Rising real incomes, rapid urbanisation, changes in lifestyle, availability of new cooking methods, and changes in consumer tastes and preferences have been, and continue to be, key drivers of growth in imported food products. This is especially the case in high quality proteins, of which beef is regarded as the pinnacle product of choice (Figure 4). The consumption of beef is much higher for consumers with higher incomes. Research indicates that the consumption of beef by the top income group is about 50% higher than for those in the bottom income group.5 Beef consumed away from home has historically

5 Commonwealth of Australia (2012) Food Consumption Trends in China. Report prepared by Zhangyue Zhou, Weiming Tian, Jimin Wang, Hongbo Liu and Lijuan Cao.



been higher than “at home” consumption, though this pattern is also changing as households develop new cooking skills and techniques.6 According to a recent report from Rabobank7:

In 2017, beef production [in China] is expected to drop. Thereafter, the industry will grow at 1% to 2% each year, until 2020. However, beef demand is expected to outpace domestic production. This will lead to growing imports in the coming years. By 2020, imports are expected to make up more than 20% of the total supply.

Hong Kong also offers a significant market and gateway to the burgeoning middle classes of Mainland China, especially those located in the Pearl River Delta. In volume terms, it is worth noting that:

• China’s consumption per capita consumption of beef is 6.1kg or 12.2lb (2016). It ranks 47 in per capita consumption;

• By way of contrast, Hong Kong’s per capital consumption is 57.1kg (114.3lb). As China’s household wealth increases, growth in per capita consumption can be expected; and

• If Hong Kong’s demand is any guide, we can expect China’s consumption volumes to grow tremendously (Figure 5). The challenges of food fraud go up a notch in this environment.

FIGURE 5

6 MLA Global Consumer Tracker, 2016. 7 Rabobank (March 2017), China’s Animal Protein Outlook to 2020: Growth in Demand, Supply and Trade.



3.2 Value drivers Australian beef has a strong recognised and established presence in the specialist high-end retail sector in Tier 1 cities in China, such as Beijing, Shanghai, Guangzhou and Shenzhen. It has a smaller presence in the large, modern hypermarkets where the MLA has identified significant growth opportunities. According to MLA market research, Chinese consumers have a strong consideration for questions of provenance when buying beef. According to the MLA Global Consumer Tracker 2016:

• 49% of Chinese consumers look for 100% / all natural labelling on-pack; • 41% look for details on date packed; • 40% are concerned about freshness; • 39% look for country of origin; • 34% look to meat colour; • 32% look for branding; • 25% are focused on the absence of hormones; and • 22% look for price per kg.

Consumers are clearly focused on being able to be confident about the origins of the product and place provenance considerations above simple price / kg factors. There is, in this regard, a premium for quality particularly from amongst millennial consumers.8 In this context, credentialed provenance that consumers can trust will be key to long-term competitiveness and sustainability as a high value product proposition. Recent (July 2017) concerns from Chinese authorities about labelling non-compliance from Australian abattoirs (resulting in the temporary banning of beef imports from six Australian meatworks)9 simply confirms the centrality of robust data custodianship and provenance labelling throughout the entire production, processing and distribution process.

8 http://www.aginnovators.org.au/initiatives/business/information-papers/exporting-china-guide-australian-food-producers 9 http://www.abc.net.au/news/rural/2017-07-26/china-orders-halt-some-beef-exports-australia/8745644



3.3 Growth Gap There is a significant growth catch-up opportunity for Australian beef exports to China, especially when compared to present performance in relation to Japan and Korea. Latest MLA data shows that Australian beef exports to China totalled 94,040 tonnes swt for 2016, which equates to 0.07kg swt per person (Figure 5). By way of contrast, exports to Japan were equivalent to 2kg swt per person; and 3.5kg swt per person for Korea.

FIGURE 5



3.4 The supply chain processes The Australian beef supply chain is a complex structure involving many players and “moving parts”. The movement of live animals along the supply chain is governed by a series of data records and documents. These records and documents underpin not only movement of animals, but also support transactions at points of sale. Additionally, once a live animal is delivered for slaughter, the steps through which a live animal is transformed into finished product ready for shipment is detailed. That the process is in essence one of disassembly, where a single animal is broken down into up to 150 main cuts, creates considerable “tracking” risks in terms of maintaining a robust, credible thread of valid credentialing and provenance data that can provide end consumers with a high level of confidence in the whole-of-life traceability of the product on the plate. The deployment of a range of Internet of Things implementations throughout the supply chain, combined with integration of data conditions into smart contracts along the chain, will be key to creating a “golden data thread” that makes the most of a key design innovation of the blockchain – namely, that each block must contain a hash from the previous block. This hash-to-hash connectivity at the data level will mirror the data capture methods and systems to be designed and implemented through the BeefLedger project. The standards developed through this procedure will form cornerstone intellectual property within the BeefLedger company. Additionally, due to the complexity of the supply chain structure involving many movements and transactions, asynchrony of payments along the chain creates significant cash flow-related pressures in certain segments of the supply chain. Delays in payment and confidence in security of payment are critical issues impacting on the sustainability and robustness of the chain as a whole, and also adversely impacts the investment readiness of the supply chain and its component links. Deferred or suspended capital upgrades and expansion results from difficulties in sourcing funding in this context of future cash flow uncertainty.

3.5 Value growth through branding Given consumer preference for provenance-driven quality and branding, the medium term growth opportunity for Australian beef is to focus increasingly on delivering validated brands that can command consumer loyalty and appropriate premiums. This in effect involves the development of an export focus on branded product rather than undifferentiated commodities. Studies show that even in markets like Australia and America, consumers are willing to pay premium pricing for branded beef products.10 10 Morrison, M., and M. Easteburn (2006) “A Study of Brand Equity in a Commodity Market”, Australasian Marketing Journal accessed at http://www.sciencedirect.com/science/article/pii/S1441358206700532; J.M.



BeefLedger is central to the validated credentialing needed to sustain brand value propositions and product differentiation.

3.6 User feedback and ratings A digitalised supply chain platform, which can provide end users with visibility of product provenance through the entire supply chain, has the potential to create robust data cycles and links between consumers and producers and processors. Consumer ratings and active engagement (passive push + active referrals) are functions that can be developed to create a sticky ecosystem in which user feedback can be mobilised to drive producer / processor continual improvement, and also impact how markets and a range of pricing mechanisms and methods can be designed and implemented.

3.7 International payments The security and efficiency of international payments is an impediment to effective cross-border trade. Concerns about the security of payment are a significant risk and barrier to entry for new export market entrants. The ability to mitigate security of payments risks and at the same time streamline payments so that international multi-currency transactions can be implemented in short time cycles is a key benefit of the BeefLedger platform. Smart contracts, secured against a common wholesale data architecture (“the ledger”), provide the contractual performance conditions-precedent validation protocols to enable real-time payments fulfilment. As BeefLedger is built within a distributed ledger blockchain architecture, it will be possible to seamlessly enable fiat currency and crypto-currency transactions (or hybrids). We propose to develop a series of fiat-to-fiat currency, crypto-to-crypto currency and fiat-to-crypto-to-fiat currency transactional trials during the development phase of the project, to stress-test the robustness and security of the payments engines and platforms; at the same time, the process will enable the rapid validation of the effectiveness and acceptability of multi-currency transactions via blockchain enabled digital exchanges. In the first instance, we will develop transactional payments functionality focusing on the role of intermediary cryptocurrency options as the conversion “bridge” between two fiat currencies. At least two possible approaches will be developed including:

• Partnering with existing cryptocurrency and exchange operators, with conversion pairing for both AUD and USD; and

• Producing a BeefLedger digital token/coin with convertibility capacity into other crypto-currencies and through them fiat currencies.

Given present uncertainties around the regulatory status of cryptocurrency exchanges in China, BeefLedger has secured a collaboration with Soar Labs in Singapore to utilise their

Dutton, C. E. Ward., J.L. Lusk (2007) “Implicit Value of Retail Beef Brands and Retail meat Product Attributes”, Paper presented at the NCCC-134 Conference on Applied Commodity Price Analysis, Forecasting, and Market Risk Management, accessed at http://ageconsearch.umn.edu/bitstream/37571/2/confp15-07.pdf



cryptocurrency exchange, and also to enable convertibility with the Soar Coin as a test path.

3.8 Supply chain finance Asynchrony of payments along the supply chain has been an historic condition of existence of high capital financing needs in the chain. Various forms of cash flow finance are required to enable payments, and to secure the ongoing functioning of supply chain links. Due to system asynchrony, often large volumes of debt (as a proportion of total cash flow volumes within the supply chain) are concentrated in particular links, raising the cost of capital overall to the supply chain and also concentrating risk in specific, and often, critical elements of the supply chain. Smoothing payments and mitigating asynchrony of payments via a blockchain enabled smart contracts payments solution can reduce significantly the overall volume of working capital (debt) required to provide supply chain liquidity on the one hand, and at the same time, more efficiently management the distribution of whole-of-chain risks and uncertainties. Figures 6 and 7 illustrate generically the differences between the configuration and funds flows of the current supply chain and that which we are designing and executing within BeefLedger. Figure 6 represents ”the present”, and shows the steps amongst the chain participants linked through a series of payments – in red. Wherever there is a payment, there is a potential time delay and other risks associated with payment certainty. Figure 7 shows the BeefLedger blockchain. The smart contracts-enabled payments system, made possible by a provenance-driven blockchain, overcomes payments risks along the supply chain by enabling automated payments upon fulfilment of pre-agreed and programmed performance conditions-precedent.



FIGURE 6

FIGURE 7



3.9 Business Model in Brief The business model for BeefLedger Limited in its own right will be based on a licensing regime, whereby platform users:

• Pay an annual subscription fee; • Pay per “proof of work” or “proof of stake” activities within the blockchain (viz.

creation and validation of cryptographic hashes) – in lay terms, the creation of a “block”; and

• Pay a modest transactions processing fee whenever payments are made across the platform utilising BeefLedger smart contracts.

Over the life an animal, it is expected that the number of “proofs of work” could be in the order of thousands of data points to secure an extremely high level of credentialed provenance confidence, and in the order of a few hundred data points for lower levels of credentialing. BeefLedger is intended to provide a wholesale platform so that supply chains in various regions (and in various industries) can co-brand local blockchain-enabled ledgers, with the BeefLedger platform acting as a “deep” wholesale data repository and processing capacity. By operating as a wholesale platform, we expect that BeefLedger will become the standard of choice with near ubiquitous market positioning. This is a “white label” positioning strategy. BeefLedger aims to empower producers and consumers, as well as other supply chain participants, to reap the benefits and value of data-rich transactions in conditions where food security and safety, and provenance validity, are critical considerations.

3.10 Diversification Horizontal diversification utilising the core platform into other protein chains, and then to other foods is the logical horizontal application of the underlying BeefLedger architecture. In this regard, the underlying platform architecture being developed to enable the BeefLedger suite of credentialed provenance and payments tools can be ported to other application domains, with modest amounts of customisation. This represents not only a significant market growth opportunity for low marginal cost expansion, it also provides other food production sectors with a low risk entry point into a digitalised end-to-end provenance and payments platform with similar benefits to those sectors as will be delivered in the beef industry.



4 The Underlying Technology

The underlying technology upon which BeefLedger is being developed is generically referred to as the blockchain, or distributed ledger technologies. A distributed ledger is a type of database that is shared, replicated, and synchronized among the members of a network. The distributed ledger records the transactions, such as the exchange of assets or data, among the participants in the network. Participants in the network govern and agree by consensus on the updates to the records in the ledger. No central, third-party mediator, such as a financial institution or clearinghouse, is involved. Every record in the distributed ledger has a timestamp and unique cryptographic signature, thus making the ledger an auditable history of all transactions in the network. In today's connected and integrated world, economic activity takes place in business networks that span national, geographic, and jurisdictional boundaries. Business networks typically come together at marketplaces where the participants, such as producers, consumers, suppliers, partners, market makers/enablers, and other stakeholders own, control, and exercise their rights, privileges, and entitlements on objects of value known as assets. Assets can be tangible and physical, such as cars, homes, or cuts of beef, or intangible and virtual, such as deeds, patents, and stock certificates. Asset ownership and transfers are the transactions that create value in a business network. Transactions typically involve various participants like buyers, sellers, and intermediaries (such as banks, auditors, or notaries) whose business agreements and contracts are recorded in ledgers. A business typically uses multiple ledgers to keep track of asset ownership and asset transfers between participants in its various lines of businesses. Ledgers are the systems of record (SORs) for a business's economic activities and interests. A blockchain is a tamper-evident, shared digital ledger that records transactions in a public or private peer-to-peer network. BeefLedger will be a public ledger, open to participants on a wholesale basis as noted above (Section 3.9). Distributed to all member nodes in the network, the ledger permanently records, in a sequential chain of cryptographic hash-linked blocks, the history of asset exchanges that take place between the peers in the network. All the confirmed and validated transaction blocks are linked and chained from the beginning of the chain to the most current block, hence the name blockchain. The blockchain thus acts as a single source of truth, and members in a blockchain network can view only those transactions that are relevant to them.



Instead of relying on a third party, such as a financial institution, to mediate transactions, member nodes in a blockchain network use a consensus protocol to agree on ledger content, and cryptographic hashes and digital signatures to ensure the integrity of transactions. Consensus ensures that the shared ledgers are exact copies, and lowers the risk of fraudulent transactions, because tampering would have to occur across many places at exactly the same time. Cryptographic hashes ensure that any alteration to transaction input — even the most minuscule change — results in a different hash value being computed, which indicates potentially compromised transaction input. Digital signatures ensure that transactions originated from senders (signed with private keys) and not imposters. The decentralized peer-to-peer blockchain network prevents any single participant or group of participants from controlling the underlying infrastructure or undermining the entire system. Participants in the network are all equal, adhering to the same protocols. They can be individuals, state actors, organizations, or a combination of all these types of participants. At its core, the system records the chronological order of transactions with all nodes agreeing to the validity of transactions using the chosen consensus model. The result is transactions that are irreversible and agreed to by all members in the network.



5 Our Advantages

BeefLedger has three core advantages. They are: 1. We have access to our own abattoir infrastructure and supply chain assets; 2. We operate within a robust research and development institutional ecosystem, with

strong linkages with reputable higher education and research organisations; and 3. We have in place our own initial user community, as a foundational platform for the

development and future implementation of the underlying network.

5.1 Our own abattoir infrastructure and supply chain assets Unlike other agri-technology companies that tend to work in the laboratory, BeefLedger is affiliated with businesses with a secured, integrated beef supply chain. This infrastructure includes a working abattoir and processing plant located in Giru, approximately 50km south of Townsville, in North Queensland (Australia). CommBeef Processing Pty Ltd holds this set of supply chain operating assets either by way of direct ownership (e.g. the abattoir and processing facilities) or by way of cross-equity structures (e.g. via the shareholding structures of Beefleder Founders No. 1 Pty Ltd, which provides access to cattle properties and cattle herds).11 Access to an operational abattoir is key to first mover advantage in deploying and testing a range of IoT solutions to ensure the robust capture of relevant digital data to validate the provenance of meat products as they are manufactured through the slaughtering and processing chain. Similarly, the active involvement of grazier-shareholders enables the rapid development and testing of various technologies and digitalization interfaces to support the digitalization of existing analogue documentation and datasets required for the processing of key transactions. Part of the reason for this present Offer is to further consolidate BeefLedger’s access to operational supply chain infrastructure so as to enable a seamless and time-efficient deployment and testing of technologies in situ. This whole supply chain access “under one roof” so to speak is a unique advantage to the BeefLedger project.

5.2 Robust research and development institutional ecosystem Our second advantage is in the robust research, development and validation ecosystem in which the project is located. This revolves around the independent research and academic validation capacity of a number of research institutions and universities, as well as the Commonwealth Government supported Food Agility CRC. Universities, research

11 Sister City Partners Limited and certain individuals are presently common shareholders across CommBeef Processing Pty Ltd and Beefleder Founders No. 1 Pty Ltd.



organizations and governmental scientific bodies with which we have a working relationship include: • James Cook University; • Queensland University of Technology; • Edith Cowan University; and • Food Agility CRC.

5.3 User community Our third key advantage lies in the existence of our own initial user community. This is anchored in our sister enterprise, CommBeef Processing, as well as amongst the foundational shareholder base of BeefLedger itself. These provide for the project real life participants, with whole-of-supply chain capacity, enabling the project to mobilize a foundational bedrock of platform users. Our user community includes: • Graziers; • Cattle agents; • Transporters; • Processers; • Retail butchers; and • Consumers. The community of users is ever increasing. The digital Token Generation Event (refer Section 7 below) will further consolidate the scope of the participating user community.



6 Investment, Contributions and Participation Opportunities

6.1 Investment, Contributions and Participation Pathways The BeefLedger project is raising capital and growing its user community participation through a number of pathways. This approach ensures we are able to provide the community with a combination of: • Legally compliant conventional security-backed investment opportunities; and • Legally compliant digital token participation as distinct from the offer of conventional

securities. The value propositions of these are quite distinct. The three pathways available are:

1. Investment in BeefLedger Limited securities directly, in exchange for Ordinary Shares in the company. This opportunity is presently available only to a limited number of sophisticated investors via an Information Memorandum. A copy of the Information Memorandum is available on application.

2. Investment in the Regional Resilience and Development Fund. This Fund is a retail investment offer for investment into a class of units in the investors Exchange Investment Fund (ARSN 120 933 093). The Responsible Entity and Issuer is Investors Exchange Limited (ACN 116 489 420; AFS License 299024). A Product Disclosure Statement – Part 2 will be made available in early 2018.

3. Participating in the BLT Token Generation Event (this White Paper) so as to make a contribution to the project. The key value propositions and points of difference of the BLT are described below.



6.2 How the BLT differs The BLT differs from the two conventional securities-based investment opportunities for the following main reasons:

1. Holders of BLTs do not have voting rights in BeefLedger Limited, the company; 2. Holders of BLTs do not have rights to dividends in BeefLedger Limited, the

company; 3. Holders of BLTs do not have rights to any financial benefits realised through the

services to be rendered by BeefLedger Limited, the company; 4. BeefLedger as a blockchain-distributed ledger platform created by BeefLedger

Limited (the company) dos not offer any direct financial12 outcomes to participants. The immediate benefits for token holders go to among other things access to privileged provenance data, access to consumer feedback data and access to a platform that enables more efficient and smoother payments over the supply chain. What financial implications there may be for BLT users and holders will manifest if and when BLTs are exchanged for other cryptocurrencies or are directly or subsequently exchanged for a fiat currency. We will be ensuring exchangeability of the BLT with other means of fiat and cryptocurrency exchange so as to provide choice for BLT users and holders and ensure platform liquidity.

5. The BLT will work seamlessly with the Beefledger smart contracts protocols, to streamline payments and critically, to ensure a robust chain of data custody at the heart of the provenance value platform.

6.2.1 Grants and other funding The BeefLedger project is presently subject to applications for grant funding support. BeefLedger Limited is a Founding Industry Partner of the Food Agility CRC. The Food Agility CRC is is working with BeefLedger to enable the development of a collaborative project. The Food Agility CRC offers matched funding support. This funding does not impose on future IP nor does it result in equity dilution. Intellectual Property generated through the co-funded work will be 100% retained by BeefLedger. Funds raised via this IM will be leveraged into the project scopes for co-funding proposals to be submitted to the Food Agility CRC.

6.3 Use of Resources BeefLedger will primarily deploy resources raised through the various pathways in the following activities:

12 For the purposes of this sub-section, “financial” generally refers to fiat currency-based matters, for example, Australian Dollars, US Dollars, Chinese Yuan etc.



1. Fully develop the entire paddock to plate blockchain provenance and payments system, to a point where at least it is sufficiently functional to meet early minimum standards; and in the process develop a beef provenance blockchain standard (minimum standard = status quo);

2. Create a platform user account management system with easy-to-use user dashboards; 3. Create a stakeholder engagement platform enabling platform users to communicate

with each other (peer-to-peer; referrals; ratings), and for the platform developer to maintain an ongoing loop of communication with users via active engagements, user community groups etc.;

4. Embed the system into at least one independent supply chain, securing and utilizing the CommBeef Processing abattoir facilities as Research, Development and Commercialization field sites. The CommBeef Processing supply chain will also be the lead commercial demonstrator of the robustness of the platform, and funds will be deployed to securing perpetual access rights to these facilities for ongoing product and platform testing and development, trials and demonstrations and commercial deployment;

5. Secure agreement from Biosecurity bodies that the system and platform delivers acceptable provenance data and audit compliance for food safety and export certification and governance purposes;

6. Create a payments platform and capability to enable fiat currency and crypto-currency and hybrid multi-currency transactions to take place. We will test this rigorously;

7. Secure cross-border payments agreement with Chinese counterparties, and/or intermediaries, utilizing the Ethereum payments platform (especially for wholesale transactions that are bank-supported from the buy-side);

8. Secure a working agreement with EFIC and/or other trade funding bodies to deliver the payments platform to support Australian exporters;

9. Integrate with at least one China-based consumer e-commerce transactions and payments platform (e.g. WeChat; AliPay; Royal Pay);

10. License the platform for usage by other supply chains - most likely independent operators in the beef industry elsewhere in Australia to begin with;

11. Develop the frameworks and early project scopes for Impact assessments – focusing on ecological, social, economic impacts; and

12. Complete a data integration framework / operational protocol via API's with international freight forwarders e.g. IncoDocs, to enable seamless data and form processing and audit ability.

We expect this body of work to be completed over a phased period of approximately 2.5-3 years. BeefLedger Limited does not expect to be generating revenues from industry users for the first 12-18 months.



7 More about the BLT

BeefLedger plans to issue BLTs, a network token that will be tracked on the BeefLedger blockchain. To benefit most from the provenance credentialing, customer feedback and payments streamlining services to be delivered over the BeefLedger platform, the buyers and sellers of cattle and meat will need to utilize BLTs as the platform’s means of payment and data access and transfer.

7.1 Ethereum ERC-20 Smart Contract Base The BLT will be initially tracked on the Ethereum blockchain using an ERC-20 smart contract. We imagine a future in which buyers and sellers of cattle and meat will exclusively use the BeefLedger platform, and will require payments in BLTs. This will ultimately create an ecosystem of applications built on top of BeefLedger. In our first phase of development, we aim to extrapolate from the international standard ISO/IEC 198945: 2015 for Universal Business Language (UBL). In this sense, the development of the payments platform utilizing the BLT is a specific use case of a more generalized schema.13 By developing the platform in line with the UBL framework, with a mind to being a specific use case of a developing generalized schema, BeefLedger users will have access to the following functionality: • Smart contract template library for transactions flow management; and • User-driven APIs to prepare, sign and send UBL documents and associated smart

contracts on behalf of their customers and users. BLTs will be needed to operate the platform. BLTs will contain sufficient gas and margin to support the required processes needed to execute the transactions across the platform.

7.2 Drivers of Value The BeefLedger network token is the foundations for a public blockchain-based ecosystem of trading platforms and meat supply chain-related businesses and companies. We envisage a future in which an emergent network of developers will be incentivized to improve upon and help maintain a suite of tools and applications – “services infrastructure” if you will – on the back of the immutable data thread anchored in BeefLedger. In this way, BLTs give rise to platform stickiness and network growth effects: those that develop useful infrastructure on the BeefLedger architecture using the BLTs will increase its value, providing further incentive to improve the library of tools and applications. We will be developing a suite of analytical tools that will enable platform users to easily analyse their transactional history and search for efficiencies in transactions flows. Additionally, we would expect and encourage platform users to drive further system

13 This generalized schema is under development by one of our collaborators, Stephen Rowlison, via the bBiller project.



enhancements and develop new visualization, utility and analysis tools that can be deployed across the platform. This expectation extends to the development, testing and validation of a library of suitable Internet of Things censors that will collect and feed data into BeefLedger. Aside from the virtuous cycle of value growth implied in a user-developer ecosystem, the BLT also has other key value drivers related to the intersection between the value of provenance data per se, and the assets and activities that give rise to its need. These arise in the following main areas:

1. The growing demand for beef in conditions of constrained supply, and a finite number of BLTs on offer;

2. The increasing demand for “peace of mind” and ethical procurement anchored by credible provenance data – this is as much a question of food safety, which would be particularly acute in conditions of biosecurity outbreaks, and ethical purchasing that values the impact of the activity of food production on ecosystem health, social equity and animal welfare;

3. The grounding of the BLT in activities undertaken across a supply chain infrastructure anchored by tangible real assets (e.g. abattoirs). This critical point of difference provides participants in the early stages of BeefLedger development with the confidence that the development work is being road-tested and validated in a real world environment, with a value-floor provided by the presence of tangible assets;

4. Payments streamlining giving rise to monetized cost reductions; and 5. The ability of producers to have access to direct feedback and engagement with the

end user community, creating new opportunities for growing loyalty value and goodwill value between producers, consumers and their surrounding social community.



7.3 BLT Sale There will be a total of 888,888,888 BLTs available in the BeefLedger ecosystem. These will be offered through a structured sale program. The details are summarised below:

Round Dates % of Total BLTs Offered Ether Ether / BLT

Pre-TGE Sale 8 November 2017 to 7 December 2017 15% 133,333,333 15,556 0.0001167

Main TGE (part 1) 8 December 2017 to 15 Feb. 2018 20% 177,777,778 29,630 0.0001667

Main TGE (part 2) 16 February 2018 to 31 May 2018 20% 177,777,778 38,519 0.0002167

Partners Retained for distribution 15% 133,333,333 28,889 0.0002167

BeefLedger Ltd Retained for lender of last resort function 30% 266,666,666 57,778 0.0002167

Total 100% 888,888,888 170,370 0.0001917

7.4 Valuation Token sale valuation of BLT is in the order of 170,370 Ether, which is equivalent to approximately US$214.6m. In fiat currency terms, this is equivalent to US$0.24 / BLT (@ US$1,260 / Ether).14

7.5 Sale Program The BLT sale will take place via a number of rounds. This ensures a controlled deployment of funds as projects are developed and introduced to the community. This also ensures a focus on planning and project execution rather than pure capital collection. We are also committed to empowering a large and diverse a group of stakeholders to become involved in the long run use and development of BeefLedger and its infrastructure over time. Note: We use the acronym TGE to denote a token generation event (which has commonly been described as an Initial Coin Offering or ICO).

7.5.1 Round 1: Pre-TGE Sale Our pre-Token Generation Event Sale period will begin on 8 November 2017 and will run for 30 days ending on 7 December 2017. This pre-sale will offer early participants access to discounted tokens, once released.

14 The US$ value of Ethereum (ETH) fluctuates significantly. The exchange value here is based on data at www.coinmarketcap.com searched at 2:40PM AEST 8 January 2018.



A total of 15% of BLTs (133,333,333) will be offered through this Round, at a discounted rate estimated at US$0.035 / BLT or for a total value of 15,556 Ether (~US$300 / Ether).

7.5.2 Round 2: Main TGE (part 1) The Main TGE sale will begin on 8 December 2017 and run for 70 days, ending 15 February 2018. This is an auspicious day, as it marks the Lunar New Year. A total of 20% of BLTs (177,777,778) will be offered through this Round, at a discounted rate estimated at US$0.05 / BLT or for a total value of 29,630 Ether (~US$300 / Ether).

7.5.3 Round 3: Main TGE (part 2) The Main TGE sale (part 2) will begin on 16 February 2018 and run for 105 days, ending 31 May 2018. We have chosen 105 days for this round, as this is the present daily licensed production capacity at the affiliated abattoir. A total of 20% of BLTs (177,777,778) will be offered through this Round, at a rate estimated at US$0.065 / BLT or for a total value of 38,519 Ether (~US$300 / Ether).

7.6 Retained Tokens A total of 45% of all BLTs will be retained: • 15% (133,333,333 BLT) for Partners, to support ongoing development of the platform;

and • 30% (266,666,666 BLTs) for BeefLedger Limited to enable it to act as the platform

lender of last resort, to maintain liquidity where and when necessary.

7.7 Token Issue Our TGE structure will perform an exchange of BLT from your contribution of Ether or Soar Coin by no later than 1 June 2018. Tokens unsold during the sale will be added to BeefLedger Limited Tokens.

7.8 BLT Liquidity BeefLedger has secured a collaboration with Soar Labs Pte Ltd, the creator of SoarCoin – an Ethereum-based cryptocurrency and soon to be an issuer of a digital currency wallet. The BLT will be paired with SoarCoin, thereby providing liquidity for users when they do not need to hold BLT. Additionally, BeefLedger Limited will hold a reserve of BLT so as to act, in effect, as a platform lender of last resort. This function will ensure the availability of BLT to conclude transactions or to enable, for example, new market entrants to join in conditions where liquidity of BLT is tight, but where there is a demonstrable need to inject short-term liquidity to ensure transactions proceed smoothly and people can access the meat they demand.



8 Additional Information

8.1 How to apply for Tokens Applications must be made on the application form attached to, or accompanying, this White Paper or via our registration page.

8.2 Minimum contribution There is no minimum contribution.

8.3 Allotment Policy and issue of Tokens The company expects to commence issuing BLTs on 1 June 2018. The Company reserves the right to vary the expected schedule for the issue of BLTs and to close the Offer at any time without ascribing any reason.

8.4 Dividends Acquisition of BLTs confers no rights to dividends from the activities of BeefLedger Limited, the company.

8.5 Electronic White Paper Availability The Application Form for the Offer of Tokens may only be distributed attached to a current, complete and unaltered copy of this White Paper. The Application Form included with this White Paper contains a declaration that the Investor has personally received a complete and unaltered copy of this White Paper prior to completing the Application Form. Neither Sister City Partners Ltd nor BeefLedger will accept a completed Application Form if it has reason to believe that the applicant has not received a complete paper copy or electronic copy of this White Paper or if we have reason to believe that the Application Form or electronic copy of this White Paper has been altered or tampered with in any way. While both Sister City Partners Ltd and BeefLedger believe it is extremely unlikely the electronic version of this White Paper will be tampered with or altered in any way, neither Sister City Partners Ltd nor BeefLedger can give any absolute assurance that this will not occur. Any contributor in doubt concerning the validity or integrity of an electronic copy of this White Paper should immediately request a paper copy, available at cost, from Sister City Partners Ltd.



8.6 Dispute Resolution At BeefLedger we aim to provide our contributors with the highest possible level of service. However, we recognise that sometimes things may not always go perfectly. To ensure that Investors’ concerns can be investigated and resolved quickly and fairly, BeefLedger has an internal dispute resolution procedure in place. Should you have a specific concern or complaint, please advise us in writing and address it to: [email protected]. Neither BeefLedger nor Sister City Partners Limited is currently a member of an external dispute resolution scheme.

8.7 Privacy Policy By applying to contribute to BeefLedger you are providing personal information to us. We are bound by, and committed to supporting, the National Privacy Principles (NPPs) set out in the Privacy Act 1998 (Cth), which imposes obligations on us in relation to the collection, use and storage of, as well as giving you access to, personal information we collect from you. We will use your personal information to process your application and, if your application is successful, we may disclose your personal information for certain purposes, such as audits, mailing, information technology support and marketing. If you were introduced to us by a financial adviser or you used the services of a financial adviser to invest in BeefLedger, then your personal information and information about your investments may be provided to the adviser. Your personal information will be added to our mailing list to provide you with the opportunity to be kept informed about other investment opportunities.

8.8 Limited Liability of SCP and BeefLedger Neither BeefLedger nor Sister City Partners Limited are liable to any person by reason of, for example, the business’ assets not yielding any specific return, any omissions, acts or default of any person acting in good faith on the advice of any person.

8.9 Consent and Interests – Directors The directors of BeefLedger and Sister City Partners Limited have consented to and authorised the issue of this White Paper. Any director, officer or employee of BeefLedger or Sister City Partners Limited who may contribute to BeefLedger will only be permitted to do so on the same terms and conditions offered to other contributors.

8.10 Liquidity and Returns of Capital It is the Board’s intention for the Company to operate for a long period and to list on a public Stock Exchange in due course as an exit strategy. Acquisition of BLTs should be considered for a minimum period of 2 years from the date of the initial issue of BLTs under



this White Paper. Contributors should consider any purchase of BLTs to be illiquid during the first two to three years of company and network growth. There is presently no organised secondary market on which the BLTs can be traded. Contributors are however free to transfer their tokens subject to the requirements of the Corporations Act and the Constitution. By the end of that period, it is the Board’s intention for the Company to have grown substantially in terms of its reputation to service investors seeking income yield. This will lay the foundations for a public offer in due course.

8.11 Taxation and Investment Advice The tax environment is ever changing field in Australia, investors are advised to obtain their own independent tax and investment advice should they so require.



9 The Team

9.1 Governance A Board of Directors, comprising the following, will govern BeefLedger:

Name & Role Background

Warwick Powell Director and CEO

Warwick Powell is the founder of Sister City Partners Limited, and brings over 20 years’ experience in innovative business and project curation and development. His experience covers supply chain integration, including in the beef sector, telecommunications, funds management, property development (in diverse sectors), energy and natural resources, big data analytics and systems re-engineering. He is a recognized leader in the regional innovation ecosystem in Australia. He is an Adjunct Research Fellow at James Cook University; has developed and taught MBA courses in innovation, creativity and leadership; is a member of the Peer Review Colloquium of She Ji, an international multi-disciplinary design journal; and is a founder and executive member of Innovation NQ Inc., a regional incubator and co-work space based in Townsville, North Queensland. The Institute of Managers and Leaders recently recognized him for his work in the not-for-profit space, when he was a Regional Finalist in the Australian Leadership Excellence Awards (2017). Warwick is a blockchain thought leader, and has been invited to speak regularly on the opportunity of the technology to transform agribusiness and regional economies in general.

Mark Dunworth Director

Mark Dunworth is a successful businessman, based in Townsville North Queensland, where over the past 30 years he developed an integrated suite of businesses in property management, construction and financial services. He exited the businesses in 2008, and took a sabbatical. He returned to active professional business life in 2015 when he joined Sister City Partners Limited as its North Queensland Director. He is a Director of CommBeef Processing Pty Ltd, and is responsible for the strategic and operational direction of the supply chain integration that is being undertaken within the CommBeef umbrella. Mark’s experience “on the ground” will be an invaluable contribution to the practical success of the BeefLedger project.

Anthony Dunn Director

Anthony Dunn is a fifth generation farmer based in Roma, Queensland with a passion for building a farming future in Australia and connecting urban Australians with holistic food production. He has spent his lifetime in the agricultural industry, respecting and looking after the land, growing healthy and happy animals and producing nutritious food for



local and export markets. Anthony is a livestock manager at the Echo Hills Farming Company, and is also a Director of Soil2Soul. He holds a Diploma of Agriculture (RPL), Agriculture, Agriculture Operations and Related Science from the University of Queensland.

Ross Honeyman (Company Secretary)

Ross is a 40 year veteran of the financial services industry, whose experience in corporate governance together with detailed knowledge of product supply chains will add invaluable robustness to the integrity of the BeefLedger project and associated initiatives.

9.2 Strategic Advisory Committee A strategic advisory committee will support the work of the Board and the company. The strategic advisory committee members include, but not be limited to the following:

Name & Role Background

Beef Supply Chain

Peter Thompson – Grazing Sector

Peter is a practicing farmer with a lifetime of experience in dryland agriculture using innovative methods to develop properties whilst protecting our fragile environment. He is passionate about connecting people back to their food and more importantly back to the earth. Peter has instigated and operates an innovative livestock partnership with his wife and family, partnering urban investors, and is based in Roma, Queensland. Peter graduated with engineering qualifications from the University of Queensland and the University of Southern Queensland, and also has an Advanced Diploma in Agriculture / Agribusiness from the University of Queensland.

Jack Hewitt – transport and logistics

Jack is the principal and founder of Stirling Roadways, a specialist regional industry transportation service provider, with a significant specialization in the transportation of beef cattle.

Cyril Close – trade, sales and agency

Cyril is a partner with TopX Australia, a leading Queensland-based cattle agency. TopX has a presence across all key Central Queensland and Western Queensland market regions.

Allan Cooney – trade, sales and agency

Allan is CEO of TopX Australia.



Technology

Seth Lim – Ethereum Token Design and Advisory Lead

Seth is the CEO and founder of Soar Labs Pte Ltd in Singapore. In that role, he oversees the strategy and plan for Soarcoin’s growth and drives the passion and process behind the scenes at Soar Labs. His interest in cryptocurrency started in 2012 when Bitcoin caught his attention and he began to start trading different types of cryptocurrency. In 2016 he was managing private funds from investors in China and Dubai to invest in cryptocurrencies such as Litecoin, Ripple and Dogecoin. Seth holds a BA in Public Relations fro Murdoch University, and a Diploma in Information Technology from Republic Polytechnic.

Stephen Rowlison – Smart Contracts and Payments Design Lead

Stephen is a 37 year veteran IT professional, company director, project manager, process improvement engineer, business analyst, systems architect, inventor, philanthropist and author. He is Editor of the Ausdigital.org standards for Blockchain standards, Gartner Cool Vendor 2007, ISO 15504, ISO 12207, ISO 14443, ISO 19845, and ISO 9001 certified as self-attested. Stephen is an ICO architect, hardware designer, and is at the forefront of new and emerging economies featuring distributed technologies, Internet of Things and Artificial Intelligence. He is the founder of B.Biller, the generic billing architecture that will be enlisted within the BeefLedger project to drive its smart contracts and billing/payments procedures, protocols and practices.

Louis de Beer – Legal Advisor

Louis is a legal professional, with 30 years’ experience spanning four continents. He began work in South Africa before spending time in the USA and New Zealand before settling in Australia. He is a specialist in the financial services arena, and is a legal advisor heavily involved in a diverse range of funds management and fund raising instruments creation activities. Louis has a passion for raising the bar on compliance and investor protection, and sees the emerging arena of “reg-tech” as critical to the sustainability, stability and viability of modern and emerging economies into the 21st century.



Public Value Impacts / Academic Research Support

Professor Kerry Brown, Edith Cowan University

Kerry is Professor and Director of the Centre for Innovative Practice at Edith Cowan University, Western Australia. Her principal research areas are change management and innovation; collaboration, networks and business clusters; capability, strategy, management and policy for infrastructure and asset management; work-life balance and leisure; gender and careers in the public sector; public management and policy; government-business relations; government-community relations; negotiation and employment relations. She holds a PhD in industrial relations from Griffith University, Australia and have published extensively having co-authored 3 books, 6 edited books, 24 book chapters and over 80 journal articles. She is a founding Executive Board Member of the International Society for Public Management (2006-2012) and an Executive Board Member and Founding Fellow of the International Society for Engineering Asset Management since 2007. Awarded an Australia and New Zealand Academy of Management (ANZAM) Research Fellow (2009-2017) and active in applied industry research, she has been awarded 9 Australian Research Council Linkage Grants. She was appointed to the Standards Australia Mirror Committee MB019 Asset Management in 2010-2014 to develop an international standard for physical assets and asset systems.

Professor Marcus Foth Queensland University of Technology

Marcus Foth is Professor of Urban Informatics in the QUT Design Lab, Creative Industries Faculty at Queensland University of Technology. He is also an Honorary Professor in the School of Communication and Culture at Aarhus University, Denmark. Professor Foth’s research brings together people, place, and technology. His transdisciplinary work is at the international forefront of human-computer interaction research and development with a focus on smart cities, community engagement, media architecture, internet studies, ubiquitous computing, and sustainability. He founded the Urban Informatics Research Lab at QUT in 2006. Professor Foth has received over $5 million in national competitive grants and industry funding. He received a Queensland Young Tall Poppy Science Award 2013, and was inducted by the planning, design and development site Planetizen to the world’s top 25 leading thinkers and innovators in the field of urban planning and technology. In 2015, in collaboration with the Open Data Institute Queensland, Professor Foth brought the international Open and Agile Smart Cities (OASC) network to Australia with the goal of implementing open standards and creating an open smart city market based on the needs of



cities and communities. In 2017, the Australian Computer Society (ACS) made Professor Foth a fellow for “a sustained and distinguished contribution to the field of computer science. Foth is the international thought leader who coined the term urban informatics – now adopted by universities and industry worldwide. Foth’s work makes clear how academic research can successfully respond to societal challenges.” In 2017, Professor Foth has also been appointed to the Built Environment Task Force of the Smart Cities Council Australia New Zealand and the Infrastructure Innovation Task Force of the Queensland Government’s Department of Infrastructure, Local Government and Planning.

Professor Neal Ryan, Griffith University & Curtin University

Neal is an Adjunct Professor at Griffith University and Curtin University, Australia. Neal’s long-term research interests have focused on the Australian venture capital market, and how they interact with regional economic development opportunities and challenges. Neal’s research interests also cut across the application of science into the fields of economics and politics. Professor Neal Ryan is the former Pro Vice Chancellor of Research at Southern Cross University, and is currently an Adjunct Professor at Griffith Sciences and Curtin University Sustainable Policy Institute. He has published 2 books and over 90 journal articles and book chapters. He has been the recipient of 10 ARC grants totalling more than $10 million. His principal academic training was in science and technology policy and the commercialisation of technology.



10 Application

BeefLedger reserves the right in its discretion to accept or refuse any application by a contributor. If BeefLedger accepts your application and it has received all relevant application monies or cryptocurrencies, BLTs will be issued on or around 1 June 2018. BeefLedger may accept or reject any application, in whole or in part, or allocate a smaller allocation, in its absolute discretion and without giving a reason. If BeefLedger decides not to accept any particular application, all application funds will be promptly returned with advice accordingly.



11 Risks

As with all acquisitions of this nature there is a risk that contributors will not receive all of their resources when redemption of the BLT is sought or the Company is wound up and net proceeds are distributed. Specific risks to Company’s income and/or capital return are outlined below. Potential contributors are advised to make their own assessment of the potential risks affecting an investment in the Company.

11.1 Trading Risks 11.1.1 Investment plan and reliance on the Board The Company’s development plan is not fully developed. The performance of the Company and the development of the BeefLedger platform is dependent on the skill of the Board to source and manage suitable resources and the Board to ensure the appropriate due diligence is completed prior to the Company making a commitment to any particular course of action. Failure by the Board to perform these tasks adequately may in turn have a negative effect on the performance of the Company and potentially result in a loss of capital.

11.1.2 Trade Risk There are numerous risks associated with every project. The Board in determining appropriate activities for the Company will identify the risks for each activity. As the Company’s return is, in part, a function of the risks accepted, the Company will accept trade risks for certain activities. Examples of risks that may be accepted by the Company, and each of which may have a negative effect on the performance of the Company and potentially result in a loss of capital, include the following:

• Cost escalation—there is a risk that costs for an activity will exceed that allowed for. If the Company has accepted this risk position it may be required to invest further capital to enable the continuation of a activity.

• Duration to Profit— Duration to profit— There is a risk that the duration of bringing the project to profit will exceed the forecast duration. This may have a negative effect on the timing of any subsequent sale of the project asset and repayment of the Company’s investment in the project.

• Industrial relations risk—there is a risk that union activity could have an effect on the viability of a project or activity or increase the cost of a project.

• Market risk—the success of an activity may be affected by a change in the market if the market moves adversely during the investment period, then this may affect the



ability of the Company to realise a profit on a project and in turn this will affect the performance of the Company.

It is not possible for the Company to guarantee that all risks with respect to any specific project or activity will be mitigated, even though the Company intends to implement appropriate risk mitigation policies and procedures.

11.1.3 Market conditions In common with trade risks generally, changes in supply or demand for a particular skill set or capability may result in a reduction in the underlying business values which will have a negative effect on the Company’s performance.

11.1.4 Borrowing risk The Company does not intend to undertake borrowings, but borrowings may be undertaken by underlying businesses with which the Company enters into an agreement. The use of debt funding in this context brings with it a number of specific risks, including the following:

• Debt funding will generally be secured against the assets of the business. A default may lead to the financier exercising its security and selling the secured asset for a price lower than that which might otherwise have been achieved in normal circumstances. This may result in a loss of return to the underlying business which, in turn, will have a negative effect on the performance of the Company and potentially result in a loss of capital.

• For a variety of reasons debt facilities may need to be renegotiated from time to time. If this occurs there is a risk the underlying business entity may not be able to renew the facility on the same or better terms or at all.

• Adverse movements in interest rates could affect the returns from an underlying business or particular project.

11.1.5 Company expenses There is a risk that the Company will incur costs outside those listed or above a level that could be reasonably anticipated at the time of preparing this Information Memorandum. In this event, the performance of the Company and returns to Investors may be reduced.

11.1.6 Insurance The implementation of cost effective insurance has been increasingly difficult to arrange. In some cases, insurance against previously insurable events cannot be obtained. There is a risk that some aspects of this investment may be affected by the cost or availability of insurance.

11.1.7 Subscription level The target level of subscriptions under this White Paper is 888,888,888 BLTs, over three Rounds over approximately 6 months. If less than the target level of subscriptions is achieved, then the Company will seek to allocate the reduced amount across projects in a



manner that maximizes effectiveness and ultimately returns. In the event the Company is unable to achieve this, the performance of the Company may be reduced. If less than the target subscription amount is achieved or the Company is not able to undertake the full range of activities already scoped, then the Company’s activities will not be as comprehensive as would otherwise be the case. While reduced comprehensiveness will not necessarily affect the performance of the Company, it increases the Company’s exposure to the potential under-performance of any one or more of the activities in which it has invested.

11.1.8 Interest rate risk Changes in interest rates can affect the business market generally. Increases in interest rates have historically led to lower business valuations. An increase in interest rates could affect the attractiveness of the Company, when compared to other investment assets, or the value of its underlying investments.

11.1.9 Unforeseen expenses If unforeseen expenses were to be incurred then any profits the Company may earn may be reduced as a result. This may impact the utility of the BLT and the BeefLedger platform.

11.1.10 Changes in laws and government policy Government legislation or policy changes, including changes to the taxation system as it affects the industry and changes to accounting requirements, may affect future earnings and the relative attractiveness of investing in the Company.

11.1.11 Taxation As far as possible, all relevant current taxation legislation has been considered in preparation of this Information Memorandum. As taxation legislation is open to amendment, there is a risk that subsequent legislation may impact Company returns. An Investor’s after tax return will also be affected by their personal circumstances and, as such, it is recommended that potential investors seek their own independent accounting or tax advice.

11.1.12 Liquidity risk Contributors should consider an acquisition of the BLT to be illiquid as there is currently no established secondary market for the sale of BLTs and there can be no assurance that any secondary market for BLTs will develop.



12 Simple Agreement for Future Tokens (SAFT)

BeefLedger Limited seeks to achieve best practice in the issuance of tokens. To do this, we have adopted this Simple Agreement for Future Tokens, prepared by Protocol Labs as part of the SAFT Project: Toward a Compliant Token Sale Framework. The text below will appear on the website prior to the execution of the token purchase smart contract.

BeefLedger Token (BLT), a product of BeefLedger Limited

THIS CERTIFIES THAT in exchange for the payment by the undersigned purchaser (the “Purchaser”) of Ether or Soar Coins (the “Purchase Amount”) on or about [DATE], 2017, BeefLedger Limited, a public unlisted corporation (the “Company”), hereby issues to the Purchaser the right (the “Right”) to certain units of BeefLedger Token (the “Token” or “BLT”), subject to the terms set forth below. 1. Events (a) Network Launch. If there is a Network Launch before the expiration or termination of this instrument, the Company will automatically issue to the Purchaser a number of units of the Token equal to the Purchase Amount divided by the Discount Price. In connection with and prior to the issuance of Tokens by the Company to the Purchaser pursuant to this Section 1(a):

(i) The Purchaser will execute and deliver to the Company any and all other transaction documents related to this SAFT, including verification of accredited investor status or non-U.S. person status under the applicable securities laws; and (ii) The Purchaser will provide to the Company a network address for which to allocate Purchaser's Tokens upon the Network Launch.

(b) Dissolution Event. If there is a Dissolution Event before this instrument expires or terminates, the Company will pay an amount equal to the Purchase Amount multiplied by the Discount Rate (the “Discounted Purchase Amount”), due and payable to the Purchaser immediately prior to, or concurrent with, the consummation of the Dissolution Event, subject to the rights and preferences of the holders of the Company’s preferred stock, as set forth in the Company’s Certificate of Incorporation, as it may be amended from time to time. If immediately prior to the consummation of the Dissolution Event, the assets of the Company that remain legally available for distribution to the Purchaser and all holders of all other SAFTs (the “Dissolving Purchasers”), as determined in good faith by the Company’s board of directors, are insufficient to permit the payment to the Dissolving Purchasers of their respective Discounted Purchase Amounts, then the remaining assets of the Company legally available for distribution, following all distributions to the holders of the Company’s preferred stock, will be distributed with equal priority and pro rata among the Dissolving Purchasers in proportion to the Discounted Purchase Amounts they would otherwise be entitled to receive pursuant to this Section 1(b). Any distributed amounts shall be in U.S. Dollars. (c) Termination. This instrument will expire and terminate upon the earlier of (i) the issuance of Tokens to the Purchaser pursuant to Section 1(a); (ii) the payment, or setting aside for payment, of



amounts due the Purchaser pursuant to Section 1(b); (iii) 1 June 2018 (the “Deadline Date”), if the Network Launch has not occurred as of such date; provided that, the Company shall have the right to extend the Deadline Date by sixty (60) days, in its sole discretion. 2. Definitions “Discount Price” means the maximum price per Token sold by the Company to the public during the Network Launch multiplied by the Discount Rate. “Discount Rate” is [ 2%]. “Dissolution Event” means (i) a voluntary termination of operations of the Company, (ii) a general assignment for the benefit of the Company’s creditors or (iii) any other liquidation, dissolution or winding up of the Company, whether voluntary or involuntary. “Network Launch” means a bona fide transaction or series of transactions, pursuant to which the Company will sell the Tokens to the general public in a publicized product launch. “SAFT” means an agreement containing a future right to units of Tokens purchased by Purchasers, similar in form and content to this agreement, which a significant portion of the amount raised under the SAFTs will be used to fund the Company’s development of a decentralized blockchain-based computer network (the “[Network]”) that enables the development of the BeefLedger platform as described in the White Paper. 3. Company Representations (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Australia and has the power and authority to own, lease and operate its properties and carry on its business as now conducted. (b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when Tokens are to be issued to the Purchaser, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current articles of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company, or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company. (c) To the knowledge of the Company, the performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations. (d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; and (ii) any qualifications or filings under applicable securities laws. (e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its



business as now conducted and as currently proposed to be conducted, without an infringement of the rights of others. BLT is not a proprietary trade name of the Company. 4. Purchaser Representations (a) The Purchaser has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Purchaser has been advised that this instrument is a security and that the offers and sales of this instrument have not been registered under any country’s securities laws and, therefore, cannot be resold except in compliance with the applicable country’s laws. The Purchaser is purchasing this instrument for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Purchaser’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. (c) The Purchaser enters into this SAFT with the predominant expectation that he, she or it, as the case may be, will profit upon the successful development and Network Launch arising from the efforts of the Company and its employees to develop and market the [Network] and the [Network Launch] and related sale of the Tokens. 5. Procedures for Purchase of Rights and Valuation of Purchase Amount. (a) The Company will accept payment for the Right purchased under this SAFT in [U.S. Dollars/Australian Dollars/Bitcoin/Ether/Soar Coin]. Purchaser shall make the required payment to the Company in consideration for Purchaser’s purchase of the Right pursuant to the SAFT through the procedures set forth on Exhibit A hereof. (b) For purposes of this instrument, the value of the Purchase Amount shall be deemed in Ether whether the Purchaser pays in U.S. Dollars/Australian Dollars/Bitcoin/Soar Coin or Ether, valued at the Applicable Exchange Rate for Ether. The term “Applicable Exchange Rate” shall mean the volume-weighted average daily price of Ether across the top 10 exchanges listed at www.cryptocoincharts.info in the 24- hour period (Australian Eastern Time) following the day and time that the Company notifies the Purchaser, in writing, that the Company has accepted Purchaser’s offer to purchase the Right under this SAFT. 6. Miscellaneous (a) This instrument sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral of written, between them. This instrument is one of a series of similar instruments entered into by the Company from time to time. Any provision of this instrument may be amended, waived or modified only upon the written consent of the Company and the holders of a majority, in the aggregate, of the Purchase Amounts paid to the Company with respect to all SAFTs outstanding at the time of such amendment, waiver or modification. (b) Any notice required or permitted by this instrument will be deemed sufficient when sent by email to the relevant address listed on the signature page, as subsequently modified by written notice received by the appropriate party.



(c) The Purchaser is not entitled, as a holder of this instrument, to vote or receive dividends or be deemed the holder of capital stock of the Company for any purpose, nor will anything contained herein be construed to confer on the Purchaser, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights or otherwise. (d) Neither this instrument nor the rights contained herein may be assigned, by operation of law or otherwise, by either party without the prior written consent of the other; provided, however, that this instrument and/or the rights contained herein may be assigned without the Company’s consent by the Purchaser to any other entity who directly or indirectly, controls, is controlled by or is under common control with the Purchaser, including, without limitation, any general partner, managing member, officer or director of the Purchaser, or any venture capital fund now or hereafter existing which is controlled by one or more general partners or managing members of, or shares the same management company with, the Purchaser; and provided, further, that the Company may assign this instrument in whole, without the consent of the Purchaser, in connection with a reincorporation to change the Company’s domicile. (e) In the event any one or more of the provisions of this instrument is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this instrument operate or would prospectively operate to invalidate this instrument, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this instrument and the remaining provisions of this instrument will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby. (f) All rights and obligations hereunder will be governed by the laws of Australia, without regard to the conflicts of law provisions of such jurisdiction. (Signature page follows) IN WITNESS WHEREOF, the undersigned have caused this instrument to be duly executed and delivered. BeefLedger Limited By: __________________________________________________ Date: Warwick Powell, Director PURCHASER: By: __________________________________________________ Name: Title: Email:

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