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PELIKIN OFFER DOCUMENTOCTOBER 2018

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CROWD-SOURCEDFUNDING OFFER DOCUMENT

Offer of fully-paid ordinary shares in Pelikin Holdings Limited trading as Pelikin. At $1.00 per share to raise a maximum of $900,000. The minimum individual investment is $100 and the maximum is $10,000 for retail investors.

This crowd-sourced funding (CSF) offer document relates to the Offer of fully-paid ordinary shares in Pelikin Holdings Limited, trading as Pelikin.

This offer is made under the CSF regime in Part 6D3A of the Corporations Act 2001 (Corporations Act)

Issuer Pelikin Holdings Limited (ACN: 161 348 983)Intermediary Birchal Financial Services Pty Ltd (ABN: 39 621 812 646, AFSL: 502 618)

18 OCTOBER, 2018


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SECTION 1 | RISK WARNINGS

SECTION 2 | INFORMATION ABOUT THE OFFERING COMPANY

CONTENTS

CONTENTS

2.1. A Note From Sam

2.2. Company Details

2.3. Description of the Business

2.3.1. Who are we?

2.3.2. Why are we doing this?

2.3.3. Our Target Market

2.3.4. A Shifting Market Outlook

2.3.5. Concerning Travel Behaviours

2.4. The Product

2.4.1. How Pelikin is Built

2.4.2. Business Model

2.4.3. Our Vision for our Business Model

2.5. Business Strategy

2.5.1. Points of Difference

2.5.2. Engaging our Customers

2.5.3. Competition

2.5.4. Intended Product Release

2.5.5. Product Roadmap

2.6. Founders & Directors

2.6.1. Founder/CEO

2.6.2. Non-Executive Directors

2.6.3. Advisors

2.6.4. Organisational Structure

2.7. Captial Structure

2.7.1. Issued Capital

2.7.2. Total Shares on Issue

2.7.3. Debt Funding

2.7.4. Significant Shareholders

2.7.5. Investor Benifits

2.8. Risks

2.9. Exit Strategy & Timeframe

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CONTENTS

3.1. Terms of Offer

3.2. Rights Associated With the Shares

3.3. Use of Funds

SECTION 4 | INFORMATION ABOUT INVESTOR RIGHTS

4.1. Cooling off Rights

4.2. Effects of the Corporate Governance Concessions

4.2.1. Annual General Meetings

4.2.2. Annual Report

4.2.3. Distribution of Annual Report

4.2.4. Audit Exemption

4.2.5. Communication Facility for the Offer

SECTION 5 | GLOSSARY & APPENDIX

5.1. Glossary

5.2. Appendix A - Constitution

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2.10. Financial Outlook

2.10.1. Assumptions

2.10.2. Customer & Revenue Outlook

2.10.3. Expenses Outlook

2.10.4. Break-Even Outlook

2.11. Financials

2.11.1. P&L Statement

2.11.2. Statement of Financial Position

2.11.3. Statement of Cashflows

2.11.4. Changes in Equity

SECTION 3 | INFORMATION ABOUT THE OFFER

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SECTION 1:

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

You may lose your entire investment, and you should be in a position to bear this risk without undue hardship.

Even if the company is successful, the value of your investment and any return on the investment could be reduced if the company issues more shares.

Your investment is unlikely to be liquid. This means you are unlikely to be able to sell your shares quickly, or at all, if you need the money or decide this investment is not right for you.

Even though you have remedies for misleading statements in the offer document or misconduct by the company, you may have difficulty recovering your money.

There are rules for handling your money. However, if your money is handled inappropriately or the person operating the platform on which this offer is published becomes insolvent, you may have difficulty recovering your money.

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

PELIKIN OFFER DOCUMENTPAGE 6 OF 35

SECTION 2:

INFORMATION ABOUT THE OFFERINGCOMPANY

OCTOBER 2018


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2.1. A NOTE FROM SAM

INFORMATION ABOUT THE COMPANYSECTION 2:

Dear Friends,

Thank you for considering buying shares in Pelikin and joining our mission to make spending and sending money abroad a better experience for millions of travellers.

Australian Millennials are more connected, savvy and demanding than ever. In my view, travel is fast becoming their number one priority, with seeing and experiencing the world taking preference over going into debt for things such as homeloans.

I think the mindset of young Australians is becoming more digitally driven and travel focused, however banking incumbents sit idle, leaving the travel money industry relatively untouched. To put it simply, travel products are not evolving, not improving and in general, are not becoming any cheaper. With this in mind and as a frustrated consumer myself, Pelikin was born.

Pelikin has been created to force change in the industry. Pelikin will allow people to save enough money for their overseas adventures, prepare themselves for travel and then quickly and cheaply spend and send their money in whatever currency they like, while they’re abroad.

Our team is not made of ex-bankers, with ex-banking mindsets. We are a team of qualified, travel obsessed and ambitious people who are completely dedicated to our mission to help millions of people save their hard earned cash whilst travelling the globe.

I truly believe that what we are building will be the ‘Best Travel & Money App Ever’ and I very much hope you will come with us on our journey.

Regards,

Sam Brown

Founder & CEO, Pelikin.

SAM BROWN, FOUNDER & CEO


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2.2. COMPANY DETAILS

Pelikin is an early stage financial and travel technology startup whose core objective is to deliver a 100% digital, mobile app and prepaid card product that will save its customers time and money when they travel overseas. We are based in Melbourne, Victoria.

Since the conception of the Pelikin brand in 2016 we have undertaken a significant period of research and development and prototype development to determine the demand and viability of our product within the local and global markets.

2.3. DESCRIPTION OF THE BUSINESS

2.3.1. WHO ARE WE?

To date, we have secured all commercial, technology and regulatory partnerships required to bring Pelikin to market which we expect to take place in the fourth quarter of 2018.

Registered office and contact details Att: Pelikin Holdings Limited (Pelikin) Level 9, 140 Bourke St, Melbourne, VIC, 3000

Principal place of business 220/757 Bourke Street, Docklands, 3008

This offer of shares is made by Pelikin Holdings Limited ACN 161 348 983 (The Company), trading as Pelikin.

The Company was incorporated on 22nd November 2012 in Western Australia and converted to a public unlisted company limited by shares on 3 May 2018.



2.3.2. WHY ARE WE DOING THIS?

We are building Pelikin to make travelling overseas and spending/sending foreign currencies cheaper, easier and

fairer. In our opinion, the travel money market in Australia is broken and the current service providers are failing

to meet customer expectations. Current travel products lack innovation due to the outdated legacy systems

that underpin them and they’re being designed and developed with a lack of empathy for what customers want

and need whilst abroad. We’ve made it our mandate to talk to as many people as possible while building Pelikin

and as a result of countless conversations with travellers we formed the ‘4 Pillars of Bad Travel’. These 4 core

problems are behind everything we’ve done and will continue to drive Pelikin. Our product and business is being

built to change the travel money game entirely for the better.

1. BIG FEES

2. LACK OF TRANSPARENCY

3. POOR CUSTOMER SERVICE

4. BAD MOBILE EXPERIENCE

SPENDING AND SENDING MONEY WHILE OVERSEAS SUCKS AND WE’RE GOING TO FIX IT”

The Pelikin Team

“

OCTOBER 2018



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2.3.3. OUR TARGET MARKET

Pelikin has been built for millennials. We’ve segmented millennials into two primary user groups: University Students (aged 18 to 25); and Young Professionals (aged 22 to 30).

While these groups share common attributes, they have some key differences in terms of their income, motivations and goals.

THE YOUNG PROFESSIONAL

22 - 30 | Well Paid | Time Poor | Demand Speed | Annual Leave | Group & Couple Travellers | Quick Trips

I’D RATHER SPEND MONEY ON TRAVEL AND EXPERIENCES THAN A HOME LOAN”

“

THE UNIVERSITY STUDENT

18 - 25 | Low Income | Bargin Hunters | Solo & Group Travellers | Budget Travel | GAP Years | Study Abroad

I NEED TO TRAVEL AS MUCH AS I CAN, FOR AS LONG AS I CAN, BEFORE STARTING MY CAREER”

“

MUTUAL TRAITSTech Savvy | Money Conscious | Demand Ease & Speed | Globally Minded | Social Media Addicts


OCTOBER 2018PAGE 11 OF 39

2.3.4. A SHIFTING MARKET OUTLOOK

OUTDATED PRODUCTS CENTERED AROUND BANK PROFIT

THECURRENTMARKET

THE SCALES ARE CURRENTLY TIPPED TO FAVOUR LARGE INCUMBENT FINANCIAL INSTITUTIONS OVER THE CUSTOMER...

> High Fees (Forex + ATM)> Long Card Funding Times> Subpar Customer Support> Inability to Easily Budget & Track Expenses> Lack of Transparency> Failure to Meet Customer Needs & Expectations> Poorly Designed Mobile Apps.

INNOVATIVE PRODUCTS TO SATISFY CUSTOMER DEMANDS & EXPECTATIONS

THEFUTUREMARKET

PELIKIN MARRIES SUPPLY AND DEMAND...PUTTING THE CUSTOMER FIRST

> Low & Fair FX> In-App Customer Support> Instant Money Transfers> Split Bills Overseas Instantly in Local Currencies> Save Money With Friends> Track Expenses and Budget In-App> Purchase Travel Insurance & Other Relevant Travel Products In-App> Full Transparency

CONSUMERS

TRAVELMONEYOFFERINGS

PELIKIN OFFER DOCUMENT

CONSUMERSTRAVEL MONEYOFFERINGSEXPENSIVE& OUTDATED



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2.3.5. THE MARKET & OUR PLANNED IMPACT

1. http://www.abc.net.au/news/2018-01-19/more-aussies-pull-out-their-passports-with-nz-trips-on-the-rise/93446922. https://dfat.gov.au/about-us/our-services/consular-services/Pages/consular-state-of-play-2016-17.aspx3. http://www.abc.net.au/news/2017-12-22/australian-travel-statistics/92788564. https://www.westpac.com.au/about-westpac/media/media-releases/2016/4-August/5. https://www-afr-com.ezp.lib.unimelb.edu.au/business/banking-and-finance/foreign-currency-fees-face-accc-probe-20181002-h16499



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2.4. THE PRODUCTPelikin’s ultimate goal is to create a ‘central hub’ for our customers travel and money needs. To achieve this we are developing a comprehensive travel and money product that we believe will stand-alone as the superior product in the market. Every core feature and service of the Pelikin app has been developed in collaboration with young travellers and we plan to continue our conversations and collaborations with this group to improve our products for them, whilst scaling the business.

C

SAVE BETTER

> Secure AUD Travel Wallet

> Travel Savings Tools

> Group Savings and Motivation Tools

PLAN BETTER

> Pelikin Travel Insurance

> Book Holiday Packages

> Destination Information and Reviews

> Travel Marketplace Containing Best in ClassConsumer add-ons



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> Hold Multiple Currenices at Once

> Pay People and Get Paid Instantly

> Split Bills Overseas (AUD, GBP, USD, EUR, NZD)

> Secure Mobile App

> Freeze/Unfreeze Cards with a “Double Tap”

> In-app Chat Support

> Pelikin Neon VISA Prepaid Card

> Spend in Over 200 Countries Worldwide

> Instant Spending Notifications

SPEND BETTER

PAY BETTER

BEHAVE BETTER



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2.4.1. HOW PELIKIN IS BUILT

To build Pelikin we have had to earn the trust of reputable payments organisations across the globe. After a robust, analysis and due diligence period Pelikin has established the required commercial agreements and approvals to legally, securely and compliantly launch Pelikin.

The critical commercial agreement in place is that between Pelikin and Tuxedo Money Solutions Pty Ltd (Tuxedo) (ACN: 166665050, AFSL: 504781). Under this commercial agreement, Tuxedo must maintain a regulatory status in Australia and facilitate other partnerships required to offer the full-range of Pelikin services. The current commercial agreement is for a duration of 3 calender years, ending in 2021 and is governed by the laws of Victoria.

For the purposes of providing it’s full-range of services at market launch, the following trusted third parties are contributors the seamless operation of the multi-currency prepaid mobile account and prepaid card.240984)

• Card Scheme: VISA

Everything we do is to help people travel better. We are aiming to enable more young people to travel the world and remove the friction of managing and spending their money while they’re overseas.

>

FEEL BETTER

> Issuing Bank: Heritage Bank Ltd (AFSL 240984)> Card Scheme: VISA> Payment Processor: FIS (UK)> Card Manufacturer: ABCorp Australasia Pty Ltd> Compliance/Verification: Equifax Pty Ltd



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2.4.2. BUSINESS MODEL

INTERNATIONAL INTERCHANGE

We will earn a nominal percentage of the interchange fee when our customers use their Pelikin Card overseas to make purchases at the point of sale or with an online merchant.

Interchange is a fee paid between banks for acceptance of card-based transactions. This fee is set by the relevant payment network, which in this case is VISA.

FOREIGN EXCHANGE & CURRENCY CONVERSION TRANSACTIONS

We’ll make money when our customers move funds between currencies that they hold in their Pelikin account. This revenue is derived as a result of a foreign exchange mark-up we will apply to the foreign exchange rate we are provided from our card issuer. We have considered market conditions and the complete value proposition of our product in determining a fair margin to apply to foreign exchange transactions.

PRODUCT ADD-ONS

Offering relevant add-on products is a way we expect Pelikin can set itself apart from competitors in the market. By layering third party services, for example travel insurance, on top of our core payment product, we expect to generate multiple additional revenue streams. Our technology and our agility should allow us to identify and integrate with quality third party services at low cost.

2.4.3. OUR VISION FOR OUR BUSINESS MODEL

Our vision for Pelikin is to create a ‘central hub’ product where our customer’s travel and financial needs intersect. To achieve this, we believe we must produce an ecosystem where our customers can connect with, and purchase, best-in-class third-party service and additional services offered by us directly through their mobile device. Achieving this vision would (likely) significantly increase our revenue streams.

Thus, we then expect Pelikin shall be in a position to reduce our foreign exchange margins. Should Pelikin be successful in entering and penetrating it’s market, we anticipate consideration being given to the implementation of a free & premium subscription model.



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We are building to see strong acquisition derived from viral growth mechanics such as ‘word of mouth’. We believe our customers will expect rewards for their efforts in acting as loyal ambassadors for Pelikin. As such, we will establish an incentives framework built around rewarding customers for referring others.

We expect to focus most of our paid advertising on digital platforms. Based off advisor recommendations and market research, we currently believe this will enable us to effectively reach our target market in a cost effective manner.

Our planned strategy will be to execute precise and data driven marketing campaigns aimed directly at our target market. Marketing campaigns will be developed and deployed by our internal team and

where required, external qualified professionals.

PELIKINFOUNDER

WORKSHOP

Our business strategy is built around our core purpose of helping young Australians travel the world in a more affordable and efficient way. As referred to earlier in this document, Australian millennials are travelling more than ever. We believe this is a strong indication that the current moment, is the perfect time to launch Pelikin in Australia.

2.5.1. POINTS OF DIFFERENCE

From our bright and vertical prepaid card, to our brand identity, to our product features we are positioning ourselves to be a disruptive force in the travel money industry, offering a fresh alternative to consumers that has been designed and built to meet

their interests.

2.5.2. ENGAGING OUR CUSTOMERS

Our vision is to have Pelikin customers, be not only customers, but also be ‘loyal fans’. Our ability to achieve this hinges on building a high quality and superior product combined with appropriate incentives. Hence, we must work tirelessly to make our brand and product superior, so that it becomes the first thought of young travellers upon planning their overseas travels.

2.5. BUSINESS STRATEGY



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2.5.3. COMPETITION

When we launch we expect our biggest competitors will be the Australian major banks and traditional travel card providers. We believe that the industry is stagnant, lacks innovation and products are not being developed with the customers interests in mind and there is generally a lack of disruption from new players in the space.

By developing a strong, cost-effective and transparent brand and product that resonates with our target markets, and a superior product user experience to those products currently in the market, we will obtain

a distinct competitive advantage in the marketplace.

2.5.4. INTENDED PRODUCT RELEASE

As mentioned earlier in the document we expect to launch Pelikin in November 2018.

2.5.5. PRODUCT ROADMAP

Following launch, we expect to begin work to enhance our product offering and deploy such enhancements through a staged release process. Key features we expect to release in the first 6 months following market launch include:

• More currency wallets added to the mobileapp.

• Enhanced group travel savings tools

• Business Travel Features

• Release of Android mobile app

• Enhanced spending analytics andcategorisation

• International ATM Locator

• Debit Card and Bpay Account Funding

• More suitable product add-ons with reputablecommercial partners



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2.6. FOUNDERS & DIRECTORS

2.6.1. FOUNDER/CEO

SAM BROWN

Sam, 29, founder and CEO has two passions in life, travelling and entrepreneurship. Prior to Pelikin Sam gained a wealth of experience through his travels and through his management consultancy work while he studied at Curtin University in Western Australia. Sam’s dedication to solving a real-world problem has led to him gathering a first-class young and qualified team to help him build Pelikin, all of whom are just as dedicated as he is to create a better financial life for travellers across the globe.

2.6.2. NON-EXECUTIVE DIRECTORS

JIM POIGNAND

Jim has 20 years experience in the startup world with concepts relating to real estate, finance, technology and energy.

In addition to his role as a company director, Jim is the co-founder and executive director of a successful environmental technology business. Jim’s technical expertise enable him to contribute as required to the companies technical development strategies. Formerly based overseas in Japan, Jim has a vast understanding of the condition of the travel money market and this along with his technical nouse makes him a valuable asset as a company officer.

IAN CANTLEY

Ian brings with him a wealth of managerial and commercial knowledge which has been obtained through his 20 years experience in the mining construction and property management industries. Based in Western Australia, Ian owns and operates a successful business within the oil & gas industry and is an existing investor in Pelikin.



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JAMAHL MCMURRAN

Jamahl is the former Head of Platform at one of Europe’s most high profile venture capital firms, Seedcamp. Having worked internally within over 150+ portfolio tech start-ups, Jamahl played a pivotal role in establishing the Seedcamp platform of support. Jamahl is an active member of the London tech community and holds advisory board positions at London based tech-startups Kandidate and BitShark.

Jamahl is primarily involved in liaising with our Founder to assure that Pelikin is meeting its weekly and monthly key performance indicators as well as contributing to the internal operational procedures and technical development cycles of the Company.

DUNCAN CURRIE

Duncan has over 15 years experience within the financial services sector, which included time as Director, Prepaid at VISA Inc. Duncan has spent the majority of his career working across various sales, product management and product strategy roles within the Cards and Payments sector. Other key roles include Regional Director for global payments leader Tuxedo Money Solutions and Business Growth Initiatives Manager at ANZ. He currently leads Stage3, a payments and growth advisory firm he founded in 2016.

Duncan aids the Pelikin team in navigating the regulatory and payments industry and plays an important role in aiding the development of a feasible prepaid multi-currency product including but not limited to, pricing model development, value proposition creation and customer journey flows.

2.6.3. ADVISORS



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2.6.4. ORGANISATIONAL STRUCTURE

At this time Pelikin has 5 employees and 1 contractor. These roles spread across technology, user experience designers and product management and finance. We expect to grow by another 3-5 hires over the coming 6 to 9 months. Following successful fundraising efforts, new team members will be sought to fill required roles allowing the us to facilitate our planned growth.



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SHARES MINIMUM SUBSCRIPTION MAXIMUM SUBSCRIPTION

EXISTING SHARES 9,998,848 9,998,848

SHARES ON OFFER 212,000 900,000

TOTAL SHARES ON ISSUE 10,210,848 10,898,848

2.7. CAPITAL STRUCTURE

2.7.1. ISSUED CAPITAL

There are currently 9,998,848 ordinary shares issued in the Company.

All ordinary shares have the same voting rights (one vote for each share held) and the same rights to receive dividends. A more detailed description of the rights associated with the shares can be found in section 3.2. of the Offer Document.

2.7.2. TOTAL SHARES ON ISSUE

The below table outlines the current significant shareholders in the company at the time of the commencement of the crowdfunding raise.

2.7.3. DEBT FUNDING

Since June 2018 the Company’s activities have been funded by shareholder loans to the value of $181,000. This combined with the $98,065 loan balance as of June 30, 2018 brings the total shareholder loan balance to $270,065.

These loans represent cash injections into the Company to assist with operating expenses and software development.

The full value of these loans will not be repaid until the Company can afford to do so through revenue from sales.

2.7.4. SIGNIFICANT SHAREHOLDERS

There are currently six shareholders who own more than 5% equity in the Company:

MEMBER SHARES CLASS

L & I Australasia Pty Ltd (Ian Cantley) 1,609,984 ORD - Fully paid

Argonaut Ltd 842,064 ORD - Fully paid

Embridge Pty Ltd 2,732,736 ORD - Fully paid

Samuel James Brown 868,544 ORD - Fully paid

Grant Michael Mullins 1,684,128 ORD - Fully paid

Land Potential Pty Ltd 534,896 ORD - Fully paid



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REWARDSEFFORT

$100 $250 $2,500 $5,000 $25,000²

INVESTOR HUB

Access to an online portal dedicated to our investors.

EARLY ACCESS TO PRODUCT ¹

Invitation to get our product before non-investors.

PELIKIN INVESTOR SWAG ¹

A choice of limited edition Pelikin Investor merchandise.

RESERVE PELIKIN HANDLE ¹

Opportunity to to reserve a Pelikin @handle before non-investors.

PARTY TIME

Invitation to our Investor Meet & Greet in Melbourne.

MONTHLY GROUP VIDEO CALLS

Our team will hold monthly group video calls with Investors for 3 months after the completion of the raise.

THANKYOU CALL

Our Founder will call you personally to thank you for your support.

DINNER ON US

We’ll arrange a dinner with you to thank you in person, talk about Pelikin and to learn more about you.

1. Redeemeable via the online Investor Hub provided at the close of the raise.

2. Only Wholesale Investors may invest above the retail investment maximum of $10,000.

2.7.5. INVESTOR BENEFITS

Pelikin is including Investor Rewards as part of this crowdfunding offer. These are presented in the table below which sets out the ‘Investor Rewards’ available based on the level of investment. As an investor in Pelikin you will be able to access a variety of benefits.

BENEFITS SUMMARY

• Exclusive investor rewards including early access to product, initivations to future Pelikin events andexclusive monthly access to company operations.

• Receive exclusive updates and gifts from time to time.

• Have your say. You will own ordinary shares giving you the ability to vote.

• Potential for future returns on investment through dividends paid to shareholders. This can’t beguaranteed as it depends on the future profitability of the company and the company deciding to pay adividend.



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TYPE OF RISKS DESCRIPTION OF RISKS

FUNDING Pelikin is in the process of raising funds to achieve its product goals and business objectives. Pelikin may not raise the funds required and therefore may not achieve its product goals and business objectives. Pelikin will need to raise funds to cover its operating expenses and the development of its core product (multi-currency account and prepaid card). Without the required funding Pelikin may not achieve its business objectives or continue to operate.

REGULATION & LICENSES Pelikin is authorised to provide its services under the AFSL of Tuxedo Money Solutions. Should this agreement be terminated or the licence held by Tuxedo evoked the company would need to find an alternative way to fulfill its obligations in this area.

Pelikin and its partners must remain compliant to operate its services. Any sudden changes to the regulatory landscape and our obligations could deem Pelikin and its partners non-compliant and we would need to work to ensure compliance is reached.

PEOPLE As an early stage technology business, the business is susceptible to the untimely loss of key personnel who are considered critical to the success of the company.

If this were to occur, key personnel would need be replaced in a timely fashion in order for Pelikin to achieve its business objectives.

COMPETITION Once launched, Pelikin will be operating in a moderately competitive market. Competition risk will occur predominantly whenever other products in the market attempt to win market share and acquire users that we will be trying to acquire too.

If Pelikin is unable to acquire users it will have a negative impact on revenue and it will not achieve its business objectives.

TECHNOLOGY & IMPLEMENTATION

Pelikin has in-place systems and processes to build its technology and other products and to execute its business model. Key system risks are as follows:

• Time to deliver product is significantly longer than expected.

• Cost of development is significantly higher than expected.

2.8. RISKSIt is the preference of the Directors of Pelikin that if by investing in Pelikin you are placed under financial stress, that you instead opt to retain your funds to avoid such stress. If you are in any doubt, are unsure, or don’t understand anything in this document or, if you cannot afford to lose the investment amount, please do not invest in this offer.


We have provided below descriptions of the main risks facing Pelikin. The risks that have been described below are only those that may significantly impact the success or failure of Pelikin. An investment in Pelikin should be seen as high risk. Investors should read the below section carefully before deciding to apply for shares under the offer.

There are also other, more general risks associated with Pelikin (for example risks relating to general economic conditions or the inability to quickly or easily sell your shares).


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TYPE OF RISKS DESCRIPTION OF RISKS

TECHNOLOGY & IMPLEMENTATION

If we go over budget or take too long to deliver our product we may not be able to execute our business model and achieve our business objectives as planned. Although Pelikin has a very experienced and qualified team we may not be able to deliver our product on time and on budget.

If our technology partners or their partners do not deliver what is required, this may require further financial and human resources to achieve product goals and may impact the Pelikin brand and reputation.


Investors will receive shares in Pelikin in exchange for their investment. If Pelikin makes an exit in the future via an IPO or trade sale for example, if the Company’s valuation has increased then it is likely shareholders could exit the business making a profit on their investment.

When making an investment in Pelikin, investors should assume that their shares are illiquid as they cannot easily be transferred or sold.

There are multiple circumstances that may create an opportunity for shareholders to exit the business. These include, but are not limited to:

• A trade purchase of the Company

• A listing on a recognised stock exchange (eg.ASX)

• A private equity investment in the Company

• A share buy-back by the Company

There is no guarantee that any of the exit options will eventuate and will be dependent on the success of the Company.

The Company has no immediate plans to exit the business.

2.9. EXIT STRATEGY & TIMEFRAME


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Forecasts are inherently uncertain and should not be solely relied upon as they are subject to change, uncertainty and unexpected events, many of which cannot be controlled.

Accordingly, actual results may differ from the forecasts provided in this document. No representation or assurance is or can be given that the forecasts will be achieved.

2.10.1. ASSUMPTIONS

The forecast financials are based on key assumptions about the number of customers the company will onboard, how active they are and how much revenue we expect to generate from them based on their estimated activity.

2.10. FINANCIAL OUTLOOKPelikin has built a product that we expect will allow us to meet our acquisition and profitability expectations. It is planned, that following our expected November 2018 launch that from Q1 2019 onwards Pelikin will develop and deploy additional features and products to its existing products that will add further value for our customers along with additional revenue for the

Company.

KEY ASSUMPTIONS IN THE MODEL

• Ave Customer Load per annum: $5000

• % of Customers loading per month: 75%

• Attrition rate per month: 8%

• Active Customers after the first year ofoperation: 11,381

• Active Customers after the second year ofoperation: 23,945

YEAR 11 YEAR 21

REVENUE $1,084,056 $4,269,405

CUSTOMERS (AT YEAR END) 11,341 23,945

GROSS PROFIT $684,027 $2,643,275

2.10.2. CUSTOMER & REVENUE OUTLOOK

The table above represents the directors’ customer acquisition and growth projections for the next two years which the directors have prepared after seeking advice from industry experts and undertaking analysis of current industry participants. Given the perceived size of the market, the lack of quality choices of like products, and the Company’s ongoing engagement with the market and future customers in the lead-up to market launch, and through executing acquisition strategies made possible with funds raised under this offer, the directors consider these projections are reasonable, and achievable.

Based on the customer acquisition assumptions the directors have further assumed certain income possibilities to determine what they consider, to be a reasonable revenue outlook for the next two years. In arriving at these conclusions the directors have sought advice from industry participants with good ‘hands on’ knowledge of the industry and its potential.

1.Being the 12 months and 12-24 months following launch that is planned to occur in November 2018. Note that these periods do notcorrespond with our financial year so will not reflect future financial results


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2.10.3. EXPENSES OUTLOOK

YEAR 11 YEAR 21

EMPLOYEE COSTS $336,793 $394,050

ADVERTISING, MARKETING & CONSULTING $102,000 $134,400

OTHER OPERATING EXPENSES $112,135 $113,170

TOTAL OPERATING COSTS $550,928 $641,620

The directors have considered carefully the assumptions made in relation to the expenses and have sought, where needed, advice on operational costs associated with the industry, consulted with the key personnel and have drawn on commercial experience obtained over many years of business management to compile what they consider is a reasonable outlook in regard to the expected operating expenses of the company over the next two years.

2.10.4. BREAK-EVEN OUTLOOK

Given the revenue outlook, margin structures and cost build required to achieve scale, Pelikin management expect to achieve cash flow break-even in mid 2019.

1.Being the 12 months and 12-24 months following launch that is planned to occur in November 2018. Note that these periods do notcorrespond with our financial year so will not reflect future financial results


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2.11. FINANCIALS

2.11.1. P&L STATEMENT

1 July 2017 to 30 June 2018

30 JUNE 18 30 JUNE 17

REVENUE

Revenue - -

LESS EXPENSES

Advertising & Promotion (8,671) -

Depreciation (2,863) (2,539)

Employee Benefits Expenses (88,579) (34,648)

Office & Occupancy Expenses (13,242) (19,416)

Professional Services & Consulting (51,127) (110,331)

Travel Expenses (6,009) (6,200)

Other Expenses (6,982) (4,291)

Total Expenses (177,475) (177,426)

Operating Profit (177,475) (177,426)

OTHER INCOME & EXPENDITURE

R&D Tax Incentive 1 89,065 74,392

Other Income 2,002 -

Total Non-operating Expenses 91,067 74,392

Net Profit (86,408) (103,034)

1.Pelikin Holdings Ltd has accessed the R&D Tax Incentive in previous years and expects to do so again for FY18. Accordingly theDirectors have included an estimate of the incentive they expect to receive in the 2018 financials.



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30 JUNE 18 30 JUNE 17

ASSETS

Current Assets

Cash & Cash Equivalents 12,292 32,335

R & D Tax Incentive Refundable 89,065 74,392

Total Current Assets 101,357 106,727

Non-Current Assets

Pelikin Platform Development 1 449,196 200,242

Fixed Assets 8,545 9,745

Total Non-Current Assets 457,741 209,987

Total Assets 559,098 316,714

LIABILITIES

Current Liabilities

Trade & Other Payables 67,067 23,403

Employee Benefits Provisions 2 59,322 2,294

Total Current Liabilities 126,389 25,697

Non-Current Liabilities

Shareholder Loans 89,100 130,000

Total Non-Current Liabilities 89,100 130,000

Total Liabilities 215,489 155,697

Net Assets 343,609 161,017

EQUITY

Current Year Earnings (86,408) (103,034)

Issued Capital 886,519 617,519

Retained Earnings (456,502) (353,468)

Total Equity 343,609 161,017

2.11.2. STATEMENT OF FINANCIAL POSITION

As at 30 June 2018

1. Platform development costs have been capitalised pursuant to AASB138 Intangible Assets. The Directors have assessed the criteriarequired to recognise an asset under this standard and taken the view the recognition criteria have been met.

2. Annual leave was not previously recognised in the special purpose financial statements. It has been recognised for the first time inthe 2018 financials in accordance with the AASBs. Additionally, the Directors have elected to accrue staff bonuses payable (in cash)upon achievement of future commercial milestones. Staff bonuses may be paid using funds sourced through this equity crowdfundingcampaign. This will be determined by the Directors at the conclusion of the raise.


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30 JUNE 18 30 JUNE 17

CASHFLOWS FROM OPERATIONS

Cash receipts from Customers - -

Cash payments to Suppliers (42,582) (120,132)

Cash payments to Employees (31,338) (31,820)

Tax Received/(Paid) 74,392 48,242

Total Current Assets 472 (103,710)

CASHFLOWS FROM INVESTMENTS

Investment in Platform Development (248,954) (200,242)

Investment in Other PPE (1,663) 0

Proceeds from Sale of Equipment 2,002 0

Net Cashflows from Investment (248,615) (200,242)

CASHFLOWS FROM FINANCING

Proceeds from Issue of Shares 269,000 165,000

Proceeds from/(Repayment of) Loans (40,900) 101,362

Net Cashflows from Financing 228,100 266,362

Net Increase/(Decrease) in Cash (20,043) (37,590)

Cash at the beginning of the period 32,335 69,925

Cash at the end of the period 12,292 32,335

2.11.3. STATEMENT OF CASHFLOWS

1 July 2017 to 30 June 2018


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SHARE CAPITAL RETAINED EARNINGS TOTAL EQUITY

Balance at 1 July 2016 452,519 (353,468) 99,051

Issue of Share Capital 165,000 - 165,000

Net Profit (Loss) for the Year - (103,034) (103,034)

Balance at 30 June 2017 617,519 (456,502) 161,017

Issue of Share Capital 269,000 - 269,000

Net Profit (Loss) for the Year - (86,408) (86,408)

Balance at 30 June 2018 886,519 (542,910) 343,609

2.11.4. CHANGES IN EQUITY

1 July 2017 to 30 June 2018


SECTION 3:

INFORMATIONABOUT THE OFFER

OCTOBER 2018


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3.1. TERMS OF OFFER

TERM DETAILS

MINIMUM SUBSCRIPTION $212,000

MINIMUM PARCEL SIZE $100.00

MAXIMUM SUBSCRIPTION $900,000

MAXIMUM PARCEL SIZE (FOR RETAIL INVESTORS) $10,000

SHARES Fully-paid ordinary shares

PRICE $1.00 per share

OPENING DATE 18 October 2018

RAISE DURATION40 days (Unless closed earlier by the Company or Intermediary at their discretion)

ABOUT THE OFFERSECTION 3:

The key terms and conditions of the Offer are set out in the table below.

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

PELIKIN IS OFFERING UP TO 900,000 SHARES AT AN ISSUE PRICE OF $1.00 PER SHARE TO RAISE UP TO $900,000.

The Intermediary must close the Offer early in certain circumstances. For example, if the Maximum Subscription is reached, the Offer must be closed. If the Minimum Subscription is not reached or the Offer is closed but not completed, you will be refunded your money.


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

The rights associated with the ordinary shares are set out in the constitution of Pelikin Holdings Limited. A summary of these rights is set out to the right.

A copy of the constitution is available on the Intermediary’s platform.

MAIN RIGHTS ATTACHED TO ORDINARY SHARES:

• To receive notice of and to attend any generalmeeting of Pelikin.

• To vote at any general meeting of Pelikin onthe basis of one vote for each share held.

• To receive dividends (if they are paid) and;

• To participate in the distribution of the surplusassets of the Company (being any assetsleft over after all debts have been paid) ina winding up or reduction of capital of theCompany.

ABOUT THE OFFERSECTION 3:

3.2. RIGHTS ASSOCIATED WITH THE SHARES

3.3. USE OF FUNDSMoney raised through crowdfunding will be used to:

• Continue to complete development andlaunch our iOs app and begin development ofour android app.

• Execute growth and marketing strategies tobroaden market position and drive furtheruser acquisition.

Below is a complete breakdown of how Pelikin intends to use crowd sourced funds over the next year.

TERM MINIMUM SUBSCRIPTION MAXIMUM SUBSCRIPTION

PRODUCT DEVELOPMENT/GROWTH $70,000 $320,000

MARKETING $102,000 $400,000

OPERATIONAL COSTS/OVERHEADS $28,000 $126,000

OFFER COSTS $12,000 $54,000

TOTAL FUNDS $212,000 $900,000

The costs of the the Offer include the Intermediary’s fees under the hosting agreement between the Company and the Intermediary. The fees are 6% of all funds raised under the Offer.

Other costs incorporate travel, communications, prepaid card bulk orders and office administration. Other than as specified above, no other payments from the funds raised will be paid (directly or indirectly) to related parties, controlling shareholders, or any other persons involved in promoting or marketing the Offer.


SECTION 4:

INFORMATION ABOUT INVESTORRIGHTS

OCTOBER 2018


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INVESTOR RIGHTSSECTION 4:

4.2. EFFECT OF THE CORPORATE GOVERNANCE CONCESSIONS

4.2.2. ANNUAL REPORT

Pelikin is required to prepare annual financial reports at the end of each financial year and lodge these with ASIC (within four months of the financial year end). Pelikin has a 30 June year end and its financial reports must be lodged by 31 October each year.

Pelikin is not required to have its financial reports audited as its applying the audit concession available under the CSF regime for public companies.

4.2.1. ANNUAL GENERAL MEETINGS

Pelikin is not required to to hold an annual general meeting (AGM) for up to five years from its conversion to a public company - being 3 May 2018 (assuming Pelikin continues to meet the eligibility requirement regulated by ASIC).

Because of this, shareholders will not be provided an opportunity to directly question the directors and management in an open forum about the management, business operations, financial positions or performance of Pelikin, as this would usually take place at the AGM.

However, the directors of Pelikin intend to keep all shareholders appraised of progress and financial performance of the Company. The directors of Pelikin may still be required to hold a general meeting in other circumstances, for example, where requested to by a shareholder with at least 5% of the votes that may be cast at a general meeting.

If shareholders have any queries or concerns about Pelikin, they should contact the Company secretary directly : [email protected]

You must withdraw your application via the Intermediary’s platform by following the link and instructions on the CSF Offer page on the Intermediary’s platform. After your withdrawal has been processed, the Intermediary will refund the application money to you nominated account as soon as practicable.

4.1. COOLING OFF RIGHTSYou have the right to withdraw your application under this Offer and to be repaid your application money.

If you wish to withdraw your application for any reason (including if you change your mind about investing in Pelikin), you must do so within five business days of making your application (the Cooling-off Period).


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4.2.3. DISTRIBUTION OF ANNUAL REPORT

Provided Pelikin continues to meet the eligibility requirements under the CSF regime, Pelikin is not required to notify shareholders in writing of the options to receive or access the annual report. Shareholders will not be able to elect to receive a copy of the annual report by way of email or post. However, shareholders will be able to access each years annual report on the company website: www.pelikin.co or from ASIC.

4.2.4. AUDIT EXEMPTION

As Pelikin is raising less than $3 million through equity crowdfunding and provided it continues to meet eligibility requirements, it is eligible for an audit exemption for up to five (5) years from its conversion to a public company - being 3 May 2018.

4.2.5. COMMUNICATION FACILITY FOR THE OFFER

You can ask questions about the Offer via the Intermediary’s communication facility. You can also use the communication facility to communicate with other investors,with Pelikin and with the Intermediary about this Offer.

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

Officers, employees or agents of Pelikin, and related parties or associates of Pelikn or the Intermediary, may participate in the facility and must clearly disclose their relationship to Pelikin and/or the Intermediary when making posts on the facility. Any comments made in good faith on the communication facility are not subject to the advertising restrictions in the Corporations Act.

INVESTOR RIGHTSSECTION 4:

http://www.pelikin.co


SECTION 5:

GLOSSARY &APPENDIX

OCTOBER 2018


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GLOSSARY & APPENDIXSECTION 5:

5.1. GLOSSARYAFSL means Australian Financial Services Licence, is a licence for businesses involved in the provision of financial services. It is issued by the Australian Securities and Investments Commission (ASIC) as required by the Corporations Act 2001.

ASIC is Australian Securities and Investments Commission.

CARD SCHEME. Card schemes are payment networks linked to payment cards, such as debit or credit cards, of which a bank or any other eligible financial institution can become a member.

COMPANY means Pelikin Holdings Limited ACN 161 348 983, trading as Pelikin.

COOLING OFF PERIOD means the period ending five (5) business days after an application is made under this Offer, during which an investor has a right to withdraw their application and be repaid their application money.

CSF means crowd-sourced funding under Part 6D.3A of the Corporations Act.

INTERMEDIARY means Birchal Financial Services Pty Ltd (ABN: 39 621 812 646 AFSL 502 618).

ISSUING BANK also known as card issuer is a bank or financial institution that is affiliated to the card association brands and provides prepaid cards directly to customers.

MAXIMUM SUBSCRIPTION means the amount specified in this CSF offer document as the maximum amount sought to be raised by the Offer, $900,000.

MINIMUM SUBSCRIPTION means the amount specified in this CSF offer document as the minimum amount sought to be raised by the Offer being $212,000.

OFFER means an offer of fully-paid ordinary shares by the Company under this CSF offer document.

PAYMENT PROCESSOR is a company appointed by a merchant to handle transactions from various channels such as credit cards and debit cards for merchant acquiring banks.

PELIKIN means Pelikin Holdings Limited ACN 161 348 983.

RETAIL INVESTORS are investors that purchase securities for their personal account rather than for an organisation. Retail investors typically trade in smaller amounts than institutional investors.

RISK means the effect of uncertainty on a company’s objectives. Risk or uncertainty may result in a positive or negative outcome.

WHOLESALE INVESTOR means an investor who satisfies the definition of a “wholesale client” under Chapter 7 of the Corporations Act 2001 (Cth)


PAGE 40 OF 40

5.2. APPENDIX A - CONSTITUTIONYou may download this document from this Offer’s offer page on the Intermediary’s application facility.

GLOSSARY & APPENDIXSECTION 5:

PELIKIN.CO

october 2018 pelikin offer document page 1 of 40€¦ · this in mind and as a frustrated consumer...

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