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ORDER ESPORTS HOLDINGS LTD

ORDER ESPORTS HOLDINGS LIMITED ACN 625 769 191

BIRCHAL FINANCIAL SERVICES PTY LTD AFSL 502 618 | ABN 39 621 812 646

Issuer

Intermediary

C R O W D - S O U R C E D F U N D I N G O F F E R D O C U M E N T

19 O C T O B E R 2 0 1 8

OF F E R O F F U L L Y - P A I D O R D I N A R Y S H A R E S I N O R D E R E S P O R T S H O L D I N G S L I M I T E D A T $ 1 . 7 4 P E R S H A R E T O

R A I S E A M A X I M U M O F $ 1 , 0 0 0 , 0 0 0

CSF OFFER DOCUMENT 1


CSF OFFER DOCUMENT

Contents

SECTION 1: RISK WARNING 3

SECTION 2: INFORMATION ABOUT THE COMPANY 4

2.1 COMPANY DETAILS 4

2.2 DESCRIPTION OF THE BUSINESS 6

2.3 THE OFFER 11

2.4 CAPITAL STRUCTURE 12

2.4 DIRECTORS AND SENIOR MANAGERS 14

2.5 RISKS FACING THE BUSINESS 16

2.6 FINANCIAL INFORMATION 19

SECTION 3: ABOUT THE OFFER 21

3.1 TERMS OF THE OFFER 21

3.2 USE OF FUNDS 21

3.3 RIGHTS ASSOCIATED WITH THE SHARES 22

SECTION 4: INFORMATION ABOUT INVESTOR RIGHTS 24

4.1 COOLING-OFF RIGHTS 24

4.2 EFFECT OF THE CORPORATE GOVERNANCE CONCESSIONS 24

4.3 COMMUNICATION FACILITY FOR THE OFFER 25

GLOSSARY 26

ANNEXURE 27

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Section 1: General Risk Warning

CROWD-SOURCED FUNDING IS RISKY. ISSUERS USING THIS FACILITY INCLUDE NEW OR RAPIDLY GROWING VENTURES. INVESTMENT IN THESE TYPES OF VENTURES IS SPECULATIVE AND CARRIES HIGH RISKS. You may lose your entire investment, and you should be in a position to bear this risk without undue hardship. Even if the company is successful, the value of your investment and any return on the investment could be reduced if the company issues more shares. Your investment is unlikely to be liquid. This means you are unlikely to be able to sell your shares quickly or at all if you need the money or decide that this investment is not right for you. Even though you have remedies for misleading statements in the offer document or misconduct by the company, you may have difficulty recovering your money. There are rules for handling your money. However, if your money is handled inappropriately or the person operating the platform on which this offer is published becomes insolvent, you may have difficulty recovering your money. Ask questions, read all information given carefully, and seek independent financial advice before committing yourself to any investment.



CSF OFFER DOCUMENT

Section 2: Information about the Company

2.1 COMPANY DETAILS Crowd-Sourced Funding or CSF for short is risky. Investors may lose

their money and the company may not achieve its objectives. It’s really

important that you consider the CSF offer document and the CSF general

risk warning contained in the offer document in deciding whether to apply

under the offer. Information about this offer will be set out in this

offer document. We would encourage you to also carefully consider the

risks outlined in section 2.6.

#ORDERUPDear Investor,

We are thrilled to be able to offer you the opportunity to own a share in ORDER esports.

Esports is the fastest growing sport category in the world1. It is also gathering momentum to be included in the Olympics by 20242. For a lot of people, it is the largest sport they have never heard of. For those new to the industry, esports is professional and structured, competitive computer gaming. The global audience of esports was 335 million in 2017, mostly made up of the hard to reach younger male demographic aged 14-343 years. This is a very appealing demographic for sponsors and brands, and it’s an audience that is forecast to grow to over 550 million by 20214. The global esports economy is worth almost $1.5B US dollars and expected to grow at a CAGR of 26% over the next 4 years5. Professional clubs, athletes, family offices and venture capital are all starting to buy into the industry. The industry is massive. It’s real, and we are very excited to be investing in and chairing an amazing group of people who have come together to build ORDER into a leading global esports brand. We have pulled together outstanding people, the pioneers from within this young industry and combined them with successful entrepreneurs across the marketing and internet, sports performance, education and professional clubs’ industries. This combination of esports professionals with experienced business leaders is an excellent recipe for success as this industry evolves. We are aiming to lead the industry in new revenue opportunities across education, edu-tainment and social media content monetization, and already provide world class support and player development for our teams across coaching, fitness, psychology, housing, education and employment. We are also planning to create the ORDER academy to recruit and develop young Australian talent.

And most importantly we have already recruited some of the best esports teams in Australia who are now competing on a global stage.

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CSF OFFER DOCUMENT

1 eSports: Video Games Are the Fastest Growing Sport , Julia Travers, December 2017, https://www.labroots.com/trending/technology/7594/esports-world-s-fastest-growing-sport

2 Professional Competitve Gaming on the Rise, Overwatch Shows Olymppic Potential , Matt Fernandez, March 2018, http://variety.com/2018/digital/news/esports-video-games-olympics-1202709110/

3 Newzoo: Global Esports Economy Will Reach $905.6 Million in 2018 as Brand Investment Grows by 48%, Jurre Pannekeet, Febuaray 2018, https://newzoo.com/insights/articles/newzoo-global-esports-economy-will-reach-905-6-million-2018-brand-investment-grows-48/

4 Newzoo: Global Esports Economy Will Reach $905.6 Million in 2018 as Brand Investment Grows by 48%, Jurre Pannekeet, February 2018, https://newzoo.com/insights/articles/newzoo-global-esports-economy-will-reach-905-6-million-2018-brand-investment-grows-48/

5 Esports Market Report: Courtside- Players of 2017, Super Data, 2017, https://www.superdataresearch.com/market-data/esports-market-report/

All of these initiatives will position ORDER at the leading edge of esports in Australia. This crowdfund initiative opens the opportunity for anyone to be a part of this exciting industry. We especially wanted the opportunity for the fans to buy into the organization with investments starting at $100, a first for esports in Australia.

Adrian Giles Gerard MurphyChairman Managing Director This offer of shares is made by Order esports Holdings Limited ACN 625 769 191 (the Company or ORDER). The Company was incorporated on 24 April 2018.

REGISTERED OFFICE AND CONTACT DETAILSOrder esports Holdings LimitedLevel 16, 414 La Trobe StreetMelbourne VIC 3000

PRINCIPAL PLACE OF BUSINESSLevel 16, 414 La Trobe StreetMelbourne VIC 3000

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2.2 DESCRIPTION OF THE BUSINESS

2.2.1 WHO ARE WE?

Esports is the fastest growing sport globally with an international audience of 380 million people6 and an estimated worth of $1.5 billion in 20177. Global esports revenue is expected to reach $906 million in 2018, which will represent 38 percent annual revenue growth from 2017 to 2018, according to market research firm Newzoo8. The majority of these are aged between 14-34 years, providing a unique platform to engage and reach a younger demographic. In 2018, it is predicted that the global audience will reach 380 million, made up of 215 million esports enthusiasts and a further 165 million occasional viewers9. Many professional athletes, high-profile personalities and clubs have invested in esports including Shaquille O’Neal, Alex Rodriguez, Jimmy Rollins, Steve Aoki, Magic Johnson, Ashton Kutcher, Rick Fox, Philadelphia 76ers, Miami Heat, New York Yankees, Manchester City, Paris Saint-Germain, FC Schalke, AS Roma, Golden State Warriors, Adelaide Crows Football Club and Essendon Football Club. Additionally, esports in Australia is now receiving Victorian government support with the launch of the Melbourne Esports Open in September 201810.

If we look overseas at some the bigger esports brands such as Cloud 9, FaZe Clan, Team Liquid and Optic Gaming they are valued at between $25M USD11 and $100M USD. These valuations are based on website viewership, stream impressions, social media followings, sponsorship, merchandise and tournament winnings. In terms of prize money, in 2017 the top 10 teams earnt between $1,768,185 USD and $13,420,729 USD12.

There are several key drivers creating growth across media, industry, investors and brands. These include:• Twitch as a platform continues to grow, laying the foundation as the world’s

largest digital esports stadium13.• Professional leagues are creating structured commercial platforms for brands and

opportunities for players.• Players are able to pursue a career in esports and maximise their earning potential

through competing for prize money, sponsorship and creating content that sits behind a paywall.

6 Newzoo: Global Esports Economy Will Reach $905.6 Million in 2018 as Brand Investment Grows by 48%, Jurre Pannekeet, Febuaray 2018, https://newzoo.com/insights/articles/newzoo-global-esports-economy-will-reach-905-6-million-2018-brand-investment-grows-48/




10 Melbourne To Be Australia’s Home Of Esport, Minister for Tourism and Major Event, June 2018 ,https://www.premier.vic.gov.au/melbourne-to-be-australias-home-of-esport/:“

11 Overall eSports Stats for 2017, eSports Earnings, 2017, https://www.esportsearnings.com/history/2017/teams

12 Cloud9 recieves $25 million in Series A funding from WWE, Hunter Pence and others, Jacob Wolf, October 2017, http://www.espn.com.au/esports/story/_/id/21125519/esports-cloud9-receives-25-million-series-funding-wwe-hunter-pence-others


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The industry has a large and growing following in Australia, with 15% (almost 4 million) of Australians having watched esports, and 57% of those tuning in at least once a month14.

ORDER, based in Melbourne, is one of Australia’s newest esports brands. Our promise is to be:• a creative community that shares a passion for esports and its future;• a strong and stable organisation;• dominant nationally; and• respected and recognised globally.

The following teams are already competing under the black flag of ORDER:• League of Legends• Counter Strike• Overwatch• PUBG• Streetfighter• Rocket League• Super Smash Bros• Dragonball FighterZ

14Just a game? Understanding the existing and future esports market in Australia, YouGov report, Nov 2017, https://au.yougov.com/find-solutions/reports/esports/



CSF OFFER DOCUMENT

IT IS OUR AMBITION TO CREATE AUSTRALIA’S STRONGEST, PROFESSIONAL, MOST STABLE AND SUCCESSFUL ESPORTS ORGANISATION.

2.2.2 WHAT IS OUR BUSINESS MODEL?

Our business strategy has 3 core pillars: 1. Recruit and develop the most competitive esport teams in Australian esports by: • identifying and prioritising esports and franchises;• providing world class support and development for our teams in all areas e.g.

coaching, fitness, psychology, housing, education and employment;• establishing the ORDER Academy to recruit and develop young Australian talent; and• recruiting a small number of elite international athletes to complement our

Australian talent. 2 Develop a global esport brand through:• House of ORDER;• creative apparel and merchandise;• content production; and• social media.

3. Create the most sophisticated and stable esport organisation in Australasia by:• developing strong commercial relationships;• providing training and employment opportunities for our athletes; and• becoming an industry leader in commercial revenue streams.

We will generate revenue through the following streams. SPONSORSHIP• Up to 70% of revenue in traditional esports teams is generated through sponsorship.• Our sponsorship strategy is focused on endemic, e.g. gaming hardware,

infrastructure and energy drinks, and also traditional brands who are excited by the opportunity and explosive growth of the industry and its ‘hard to reach’ 15-34 male demographic.

CONTENT• Up to 20% of revenue comes from advertising associated with gaming content.• We have developed in-house capacity to differentiate our brand and capitalise on

content creation. REVENUE FROM TEAMS• Tournament winnings.• Franchise fees from leagues e.g. Riot & the Gfinity Elite Series.

MERCHANDISE & APPAREL• Developing a strong apparel brand that is sold at events, tournaments & our online

store. HOUSE OF ORDER• Ideally located in Melbourne’s CBD, the House of ORDER will be setup as a high

performance training facility, office and content development studio. • • • •

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CSF OFFER DOCUMENT

GROUP STRUCTURE

This structure will allow ORDER to create a diverse community of creatives, athletes and business innovators who will build a meaningful cultural brand that is as much invested in the creative community surrounding gaming as we are invested in our esports teams. Our focus is to help shape the future of gaming culture through: CONTENTContent is king. Everything is about content. We have appointed 3 staff to assist us in this area and have purchased state of the art equipment. We are now developing our own content and this will continue to grow and become more strategic, creating increased value for our partners and the organisation. SPONSORSHIPWe are currently speaking to a number of brands around partnerships with ORDER. It is important to us that we identify and develop relationships with companies that are aligned with how we want our brand to ‘look and feel’. This will require time as we work through the process of making sure that any relationship is long term and provides mutual benefits.

MERCHANDISEOur vision is to create a strong apparel brand. This will be carefully curated by the creative team who will manage the design and release. We are currently conducting market research to understand and more clearly identify the opportunities in the market.

STRATEGIC PARTNERSHIPSAs the esports industry is expanding so rapidly, there are many opportunities to develop strategic relationships with organisations who share similar values and have expertise in areas that ORDER can benefit from. For example, these may include government, universities, professional sporting clubs and influencers.

TOURNAMENT WINNINGSThis is the fun part. This is about creating winning teams. This is about the performance side of the business. This is about identifying and developing our athletes and teams into globally competitive units.

Already we have:• Australia’s best performing CS:GO team in 2018;• a top performing LoL team who are widely predicted to perform well in Split 1 2019

beginning in January;• a PUBG team who regularly perform top 3 in Australia; • a top performing Overwatch Contenders team who finished 2nd in the regular season

of Overwatch Contenders Season 2;• one of the best performing Super Smash Bros. players, consistently placing 1st and

2nd in Oceanic tournaments;• the best performing Street Fighter V player in Oceania; and• joined the Gfinity Elite Series Australia as a franchise owner. Gfinity is

Australia’s first city-based professional esports league who have partnered with Hoyts to create arenas in cinemas around Australia. The Gfinity Elite Series Australia is a multi-sport esports league that launched in June with a 2018 prize pool of $450,000. Teams competed in Rocket League, Street Fighter V & CS: GO. ORDER is ranked 1 overall in the Gfinity Elite Series after the completion of season 1.

•

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CSF OFFER DOCUMENT

HOW WILL THE INVESTMENT BE USED

ORDER plans to use the investment raised through the crowd funding campaign to:• strengthen the number and quality of our teams;• expand the team developing and monetizing content opportunities;• expand team training and team development locally and internationally; • general working capital;• for further detail see Section 3.2

2.2.3 What does our organisation look like?• BOARD OF DIRECTORS:Adrian Giles (Chairman), Gerard Murphy, Brodie Arnhold, Ryan Trainor, Bruce McFarlane, Andrew Sharp

MANAGEMENT:Chris Derrick - CEO, Jake Tiberi - GM Teams, Naithan Briffa - GM Operations

BRAND AND MERCHANDISE: Pete J, Sam P, Mitch A

TEAMS:

LOL CS:GO PUBG Street Fighter V

Rocket League

DBFZ SSB Over-watch

Support Aaron Bland

Chris-topher Tebbit

Erin Hughes

Matthew Maxwell

N/A Matthew Maxwell

Matthew Maxwell

Ben Lehane & Andrew Haws

Team SwifferSpookzTallyFBIRogue

EmagineHatzINSZephAlistair

YkikamucowInsightJouxyRonon

RoFTravis-Styles

JulzDumboZen

Toashel Sora UnterSignedAeterAdamFroggerGob

2.2.4 Corporate Structure

In addition to Order esports Holdings Limited being the entity making the offer of shares, the corporate group comprises two wholly owned subsidiary companies: • • Order esports Pty Ltd: this company is the main trading entity, employing all staff

and conducting all business affairs of the group. • Melbourne Order Pty Ltd: this company is the franchise holder for the Gfinity Elite

Series Australia.

• • •

2.2.5 Legal or disciplinary actions against the CompanyThis is not applicable.

ORDER ESPORTS HOLDINGS LIMITED

ORDER ESPORTS PTY LTD

(Operations)

MELBOURNE ORDER PTY LTD(Gfinity)

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CSF OFFER DOCUMENT

2.3 THE OFFER

Offer of fully-paid ordinary shares in Order esports Holdings Limited at $1.74 per share to raise a maximum of $1,000,000 at a pre-money valuation of $5,023,444

MINIMUM SUBSCRIPTION MAXIMUM SUBSCRIPTION

Amount = $100,000 or equivalent of 1.96% of the total paid up capital

If minimum subscription not reached then amounts committed by crowd funded appli-cants will be refunded.

Amount = $1,000,000 or equivalent of 16.67% of the total paid up capital.

If maximum subscription is reached the of-fer will be closed. There will not be any issue of shares at a premium.

We are offering rewards and incentives to investors wanting to be part of ORDER. For this offer we will provide to investors the following:

INVESTMENT AMOUNT INVESTMENT AMOUNT

$100 Limited Edition Pin

$250 Limited Edition Cap + Pin

$1,000 Full ORDER Merch Kit (incl Hoodie & Shirt) + Cap + Pin

$5,000 Exclusive Order Owners’ Event + Kit + Cap + Pin

$10,000 1hr Online Training Session With 1 Player + Event + Kit + Cap + Pin

$25,000 2hr In Person Training Session With Team + Event + Kit + Cap + Pin

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CSF OFFER DOCUMENT

2.4 CAPITAL STRUCTURE2.4.1 ISSUED CAPITAL

As at the date of this CSF offer document, the Company has a minimum of 2,944,778 and a maximum of 3,464,444 shares on issue. As set out in Table 1 below 1,000,000 (34.64%) shares are held by founders of the company, another 1,387,037 (17.32%) are held by seed and sophisticated investors and 500,000 (17.32%) shares are reserved for the Employee Share Scheme participants. The remainder are on offer.

Table 1: Issued capital of the Company before the Offer

SHAREHOLDER SHARE TYPE SHARES

Founders ORD 1,000,000(34.64%)

Seed & Sophisticated Investors ORD & PREF 1,387,037(48.04%)

Employee Share Scheme Reserve ORD 500,000(17.32%)

Total 2,887,037(100.00%)

Table 2: Issued capital of the Company before the Offer

SHARES MINIMUM SUBSCRIPTION

MAXIMUM SUBSCRIPTION

Founders 1,000,000(33.96%)

1,000,000(28.86%)

Seed & Sophisticated Investors 1,387,037(47.10%)

1,387,037(40.04%)

Employee Share Scheme Reserve 500,000(16.98%)

500,000(14.43%)

CSF Investors 57,741(1.96%)

577,407(16.67%)

Total shares on issue (undiluted basis)

2,944,778(100%)

3,464,444(100%)

RIGHTS ASSOCIATED WITH ORDINARY SHARES The shares already issued prior to the Offer are ordinary shares and preference shares as set out in the table above at section 2.4.1

All shares to be issued in accordance with the Offer will be ordinary shares.

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CSF OFFER DOCUMENT

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

The rights associated with the ordinary shares are set out in ORDER’s Constitution.

The main rights attached to ordinary shares are: • to receive notice of and to attend any general meeting of ORDER;• to vote at any general meeting of ORDER on a show of hands, and on a poll, on the

basis of one vote for each share held;• to receive dividends (if they are paid); and• to participate equally in the distribution of the capital and surplus assets of

ORDER (being any assets left over after all debts have been paid) in a winding up or reduction of capital of ORDER.

RIGHTS ASSOCIATED WITH PREFERENCE SHARES

Pursuant to the Constitution, the Company has issued certain shareholders with Preference Shares. Such Preference Members have additional rights, including mainly the following:

1. To receive an allotment of shares currently issued as unpaid share capital if so determined by the Board.

2. Whenever a Preference Member’s shareholding is greater than 7.5%, that Preference Member may appoint a director to the Board and also remove that director from the Board.

3. After 4 years from the issue of any Preference Shares, Preference Members holding 50% or greater of all Preference Shares can call a Board meeting requiring the Board to commence the sale of all the shares of the Company.

4. Preference Members are entitled, on a winding up, to payment in cash of: a) the amount then paid up on the share; and b) if the winding up issue resolution states that dividends are cumulative, any arrears of dividend,in priority to any amount payable in respect of shares of any other class.

5. Where one or more Preference Members, individually or collectively, holding more than 65% of the shares has received an offer in good faith from a third party to acquire all of the issued shares in the Company, then those Preference Members may compel all of the other members to sell their shares on the same terms (this is known as a ‘drag along’ right).

6. Any Member, including a Preference Member, who wants to transfer any shares or Preference Shares must first offer their shares to Preference Members.

2.4.2 DEBT FUNDING AND OTHER SOURCES OF FUNDING To date, the business has relied on funding from ordinary and preference shareholders and as such does not carry any other short or long term debt on its balance sheet other than trade payable amounts.

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2.5 DIRECTORS AND SENIOR MANAGERS

2.5.1 OUR DIRECTORS AND MANAGEMENT

ADRIAN GILES, CHAIRMANAdrian Giles is a technology entrepreneur and investor. In 1995 Adrian started the internet division of Australia’s largest games developer Beam Software (Atari - Melbourne House). During that time Adrian built a website Hotgames.com to become one of the most popular US based games destinations on the internet. In 1997 Adrian co-founded Sinewave Interactive (Australia’s first Search Marketing agency) and in 1998 co-founded Hitwise (an Internet measurement company which grew across Asia, the US and Europe). After selling both businesses in 2007, Adrian started Yarra Ventures an advisory firm and fund investing in technology related businesses, and is now a Director of Adslot (ASX:ADJ), a digital advertising marketplace. Chairman of Market Engine, connecting western brands to Asian digital marketplaces. And Chairman of Proquo, a small business marketplace joint venture initiative between Telstra and NAB. GERARD MURPHY, DIRECTORGerard is high performance consultant who has worked in professional sport for the last 20 years. Gerard’s clients include West Ham United FC, Geelong FC, England Rugby, GB Olympic team, Richmond FC, Australian rowing team, Melbourne Rebels & Port Adelaide FC. Gerard also works with executive corporate teams and currently consults to Caterpillar, Telstra and Cotton On. In addition to his consultancy, Gerard is the Chairman and owner of TutorBright, one of Australia’s leading tutoring agencies. BRODIE ARNHOLD, DIRECTORBrodie has been involved with investment banking and private equity for the past 20 years in Australia, Hong Kong and the UK. He most recently spent 4 years as CEO of the Melbourne Racing Club managing a large membership base, three racecourses, 13 gaming venues and large property development portfolio. His focus today is investing in growth companies that can become global brands in education, IT, wellness and retail. His current directorships include being Chairman of Shaver Shop, Chairman of Endota Day Spa and Director of iSelect. RYAN TRAINOR, DIRECTORRyan is a serial entrepreneur primarily focused on education. Spanning over more than 20 years, he has been the founder or investor in a number of high profile educational ventures in Australia including founding Australia’s largest private VET Workplace Education company that was later sold to Kaplan (part of the Washington Post) in May 2011. Today he remains Co-founder of BSchool Ed - an Education Design Lab, a Director of EdTech - CG Spectrum College of Digital Arts & Animation and Co-founder of Udify, an AI based international student recruitment platform. He is board member of the Mirabel Foundation, a strong supporter of I-India Project Australia and Enterprize Start-up hubs in Tasmania and is a past Vice President of the Carlton Football Club.

BRUCE MCFARLANE, DIRECTORBruce is Managing Director of BlueRock Law with a practice specialising in Mergers & Acquisitions and Franchising. Over the past 20 years Bruce has worked closely with businesses of all sizes that are growing by acquisition, franchise expansion or organic development to assist them find commercial solutions to legal challenges and problems. Bruce advises clients on acquisitions and divestments of businesses, franchising, licensing and distribution agreements, business ownership or relationship agreements, due diligence, structuring and joint ventures. Bruce also advises on private capital raisings and share subscriptions, and general commercial agreements.

ANDREW SHARP, DIRECTORAndrew is the Executive Director and CEO of the global major event consultancy and project delivery company EPG l Event Planning Group and Director of EPG l Convergence

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CSF OFFER DOCUMENT

Technology. Over the past 15 years EPG have become leaders in the fast- paced world of international major events, helping to define, plan and deliver many of the world’s leading global events, including five summer Olympic Games, three Winter Olympics, four Commonwealth Games and the World Cups of Rugby, Football and Cricket. Andrew has extensive experience in international major event delivery functions and is considered globally as an expert in the areas of: Infrastructure & Overlay, Security, Logistics, Catering, Broadcast/Media Operations, Venue Operations, Event Services, Technology, Transport and Cost Management.

CHRIS DERRICK, CEOChris is a digital business professional with expertise in the media, entertainment and sports industries. Chris has close to 20 years experience working with premium brands such as Hasbro, Telstra, Cricket Australia, Southern Cross Austereo and the AFL. His expertise is in delivering commercial strategies to drive revenue and audience growth, particularly focusing on new and emerging technologies across web, mobile and social properties. Chris brings proven stakeholder management and leadership skills with executives, partners and teams that will help drive growth for ORDER.

JAKE TIBERI, GENERAL MANAGER - TEAMSJake has been a League of Legends commentator for the Oceanic Pro League and the League of Legends Pro League (China) for the previous 3 years. He has commentated on the international stage, for both the 2015-16 World Championships and Mid Season Invitationals, including the finals in 2016 and previous to joining ORDER Esports, was the head of league infrastructure for Riot Games Oceania. Jake has been working in Oceanic Esports since late 2013 and brings a wealth of local esports expertise.

NAITHAN BRIFFA, GENERAL MANAGER - OPERATIONSNaithan has been involved in the top level of Oceanic Counter-Strike for 4 years, and has managed some of the most successful teams ever produced in Oceania.Further to this, Naithan has an esports background doing content creation, journalism, and operations for top tier Australian organisations.Prior to beginning a full-time esports career, Naithan was a Project Manager working in the consruction industry, on large scale commercial and residental projects, and also had a career in IT networking and systems administration, working in medium to large campus like environments for the Department of Education and Training. 2.5.2 LEGAL OR DISCIPLINARY ACTIONS

This is not applicable.

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

Table 3. Main Risks

TYPE OF RISK DESCRIPTION OF RISK

ORDER is a new corporate entity and a brand that is in its infancy

ORDER has a limited operating history and will build the business with the funds raised through the crowd-sourced funding and sophisticated and seed investment.

As an early stage business, ORDER is subject to all of the risks associated with early stage companies, including uncertainty around the volume and origin of revenue streams, size and existence of fan base and risks associated with evolving technology. In particular, ORDER is not yet profitable and is yet to generate revenue through certain anticipated revenue streams such as merchandise, sponsorships or tournament prize money.

The commercial success of the business will depend on many factors including our ability to retain and attract quality players, win competitions, attract and retain lucrative sponsors, attract a loyal fan base, develop a strong brand and sell merchandise.

Funding risk ORDER is in the process of raising funds to achieve its strategic business objectives and to cover its projected operating expenses. ORDER may not raise all of the required funding and therefore not achieve its business objectives. ORDER may seek to raise additional funds from investors in the future.

ORDER requires a minimum level of cash flow to operate its business. If revenues cannot support the level of required cash flows, debt and/or equity fundraising may be required.

There is no assurance that ORDER will be able to obtain additional rounds of funding on substantially the same terms as outlined in this Offer Document or at all. If we raise additional equity funding, existing stockholders will be diluted.

ORDER’s value may be materially affected if the required additional funding is not available.

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CSF OFFER DOCUMENT

ORDER is unable to attract sponsorship

We anticipate that sponsorship will account for approximately 70% of our revenue. As of the Offer date, we have not signed a sponsor. If we are not successful in attracting a sponsor this may impact the viability of entering competitions including the Gfinity Elite Series and our ability to attract players.

ORDER is unable to adapt to a changing esports market

As of the Offer date, ORDER has invested its effort in building successful teams and recruiting players for games with high exposure and high potential earnings relative to the esports market.

The esports landscape is rapidly evolving including the popularity and existence of each esport, the emergence of new games and rising star players, changes to leagues and competitions and audience ratings. This is exciting for ORDER but also makes it challenging for ORDER to remain focused on the best opportunities for the business. There are no assurances that the competitions or leagues that ORDER has established teams in remain popular or profitable.

ORDER may need to adapt to these changes in the industry so that we are well placed to remain competitive and financially viable. ORDER’s value may be materially affected If we do not have sufficient capital to be agile and flexible to capitalise on opportunities as they arise.

ORDER is unable to monetise digital content

We anticipate that advertising associated with the digital content we produce will account for approximately 20% of our revenue. As of the Offer date, we have not generated any revenue from our gaming content and there is no assurance that ORDER will be able to generate the level of anticipated revenue (or any revenue) from our content. If we are not successful in monetising our content, we may need to reconsider the viability of the content production part of our business.

The success of ORDER will depend on its ability to attract and retain players

Esports in Australia is still in its relative infancy compared to other sporting industries and as such it is anticipated that the market for players will become more competitive as esports grows. This in turn will raise the standard of players that teams require to compete in tournaments successfully and in turn may impact upon anticipated tournament winnings.

Recruitment and retention of key players and rising stars will impact our ability to earn prize money in Australia and globally.

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Personnel risk ORDER has recruited a highly talented and knowledgeable management staff and Board. These people are important to the success of ORDER. If these key people are to leave they would need to be replaced in ORDER to achieve the business’s objectives.

To mitigate this risk, the Constitution contains restraint provisions preventing shareholders and directors from engaging with competitors during and after their involvement with ORDER.

Players may become injured or otherwise unable to perform which could impact our team’s ability to compete. ORDER aims to have squad depths that ensure full teams of quality players are available for all competitions.

Regulatory risk Legislative amendments and changes to the existing regulatory framework, may materially impact upon ORDER’s anticipated revenue. If government regulation changes, we may need to adjust the way ORDER’s business is conducted.



CSF OFFER DOCUMENT

2.7 FINANCIAL INFORMATION

Below is the summary financial information relating to the business. The holding company has prepared consolidated financial statements for the 10 months ended 30 September 2018 - see Annexure.

Balance Sheet at 30 September 2018

AS AT SEP 18

Cash 214,956

Other Current Assets 90

Trade Debtors 9,931

TOTAL CURRENT ASSETS 224,977

Fixed Assets 22,997

Fixed Assets - Accumulated Depreciation - 22,997

OTHER NON-CURRENT ASSETS 51,900

TOTAL NON CURRENT ASSETS 51,900

Total Assets 276,877

Accounts Payable 202,865

Other Payables -18,045

TOTAL CURRENT LIABILITIES 184,820

Other Payables 23,648

Related Party Loans 29,983

Superannuation Payable 28,422

TOTAL NON-CURRENT LIABILITIES 82,053

TOTAL LIABILITIES 266,873

NET ASSETS 10,007

Retained Earnings -710,312

Share Capital 1,015,000

Current Year Earnings -294,681

TOTAL EQUITY 10,007

19


CSF OFFER DOCUMENT

Quarterly Profit and Loss from December 2017 to September 2018

SEP 18 JUN 18 MAR 18 DEC 17

Licence Fee Revenue 16,915 26,222 39,250 5,000

Merchandise Sales 6,020 4,045 0 0

Prize Money 143,859 3,387 1,136 0

TOTAL REVENUE 166,794 33,654 40,386 5,00

Merchandise Purchases

1,586

9,399

0

0

Participation Fee 382 1,156 0 0

TOTAL COST OF SALES 1,968 10,555 0 0

GROSS PROFIT 164,826 23,099 40,386

5,000

GP% 98.8% 68.6% 100.0% 100.0%

Advertising & Marketing 17,978 8,090 13,267 0

Consultancy Fees 28,698 45,081 92,180 857

Employment Expenses 216,695 199,466 96,025 23,936

Insurance 0 0 2,208 275

IT Costs 2,264 270 809 0

Licence Fees 100,00 98,500 0 0

Occupancy Expenses 22,160 19,847 22,116 9,999

Operating Expenses 61,496 51,587 24,110 6,740

Training Costs 0 16,744 22,681 0

TOTAL OPEX 459,291 439,495 272,396 41,807

OPERATING PROFIT -294,465 -416,396 -233,010 -36,807

EBITDA -294,465 -416,396 -233,010 -36,807

Depreciation 0 5,593 0 17,404

EBIT -294,465 -421,989 -233,010 -54,211

Interest Expense 216 556 486 61

EBT -294,681 -422,545 -233,496 -54,272

NET PROFIT -294,681 -422,545 -233,496 -54,272

20


CSF OFFER DOCUMENT

SECTION 3: ABOUT THE OFFER

3.1 TERMS OF THE OFFER

TERM DETAILS

SHARES Fully-paid ordinary shares

PRICE $1.74 per share

MINIMUM SUBSCRIPTION $100,000

MAXIMUM SUBSCRIPTION $1,000,000

OPENING DATE 19 October 2018

CLOSING DATE 19 November 2018

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

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

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

The Offer is not underwritten.

3.2 USE OF FUNDSThe purpose of this offer is to provide gaming enthusiasts the opportunity to own a slice of this exciting industry. The funds raised will be used to partially fund the working capital requirements of the business. Table 5 (next page) sets out the intended use of funds raised under this Offer based on the minimum and maximum subscription amounts.

21


CSF OFFER DOCUMENT

Table 5. Use of Funds

INTENDED USE MINIMUM SUBSCRIPTION MAXIMUM SUBSCRIPTION

Content development Nil $50,000

Team costs $45,000 $60,000

Working capital $49,000 $830,000

Offer costs $6,000 $60,000

Total funds $100,000 $1,000,000

In Table 5, ‘working capital’ includes overhead expenses, team and management wages as well as general teams expenses such as travel and accommodation.

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

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

We expect that the Maximum Subscription amount will be sufficient to meet the Company’s short-term objectives over the next 18-24 months.

If only the Minimum Subscription amount is raised, the Company will require further funding to be able to carry out our intended activities over the next 12–18 months. In such circumstances, the Company may consider undertaking a further crowd-sourced funding (CSF) offer under the CSF regime. Until additional funding is obtained, we will scale back planned expansion of teams and establishing a high performance centre for players to focus our cash resources on the working capital costs on the current business model.

3.3 RIGHTS ASSOCIATED WITH THE SHARESImmediately after issue, the shares will be fully-paid shares. There will be no liability on the part of shareholders and the shares will rank equally with the shares currently on issue.

The rights associated with the shares are set out in the Company’s constitution. A summary of these rights is set out below. A copy of the constitution is attached in the Annexure to this offer document and is available on the intermediary’s platform.

3.3.1 VOTING RIGHTSEach shareholder has one vote on a show of hands and, on a poll, one vote for each share held. 3.3.2 ELECTION AND REMOVAL OF DIRECTORSShareholders may vote to elect and remove directors at a general meeting by way of ordinary resolution (50%). 3.3.3 GENERAL MEETINGS AND NOTICESDirectors have the power to call meetings of all shareholders or meetings of only those shareholders who hold a particular class of shares. Shareholders who hold at least 5% of the votes which may be cast at a general meeting of the Company have the power to call and hold a meeting themselves or to require the directors to call and hold a meeting.

22


CSF OFFER DOCUMENT

3.3.4 DIVIDENDSAll shareholders have a right to receive any dividends declared and paid by the Company. The directors have a discretion and may resolve to pay dividends, subject to their obligations under the Corporations Act (for example, they cannot pay dividends unless the Company’s assets are sufficiently in excess of its liabilities immediately before the dividend is declared and where it may materially prejudice the Company’s ability to pay its creditors).

3.3.5 WINDING-UPIf the Company is wound up and there are any assets left over after all the Company’s debts have been paid, the surplus is distributed to holders of Preference Shares and ordinary shares after secured and unsecured creditors of the Company. Holders of fully-paid Preference Shares rank ahead of fully paid ordinary shares which rank ahead other classes of shares (if any).

23

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CSF OFFER DOCUMENT

Section 4: Information about investor rights

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

You must withdraw your application via the Intermediary’s platform as follows: 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 your nominated account as soon as practicable.

4.2 EFFECT OF THE CORPORATE GOVERNANCE CONCESSIONS 4.2.1 ANNUAL GENERAL MEETINGS

The Company must hold an annual general meeting (AGM) once a year. At the AGM shareholders will be provided with an opportunity to directly question the directors and management in an open forum about the management, business operations, financial position or performance of the Company.

The directors of the Company are also required to hold a general meeting in other circumstances, for example, where requested to by shareholders with at least 5% of the votes that may be cast at a general meeting.

If shareholders have any queries or concerns about the Company, they should contact the company secretary, Gerard Murphy, directly on [email protected].

4.2.2 ANNUAL REPORT

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

Provided the Company continues to meet the eligibility requirements under the CSF regime, the Company is not required to have its financial reports audited for up to five years from its conversion to a public company – being 24 April 2018. This means that the Company’s financial reports will not be subject to auditor oversight and, therefore, there will be no independent assurance of the Company’s financial statements.

However, the directors of the Company are still required to make a declaration that the financial statements give a true and fair view of the Company’s financial position and performance and that the financial statements comply with the accounting standards.

24


CSF OFFER DOCUMENT

4.2.3 DISTRIBUTION OF ANNUAL REPORT Provided the Company continues to meet the eligibility requirements under the CSF regime, the Company is not required to notify shareholders in writing of the options to receive or access the annual report.Shareholders will not be able to elect to receive a copy of the annual report by way of email or post. However, shareholders can access the annual report on the Company’s website at the following address https://order.army/ or from ASIC, free of charge.

4.3 COMMUNICATION FACILITY FOR THE OFFERYou can ask questions about the Offer on the communication facility available on the Intermediary’s platform. You can also use the communication facility to communicate with other investors, with the Company and with the Intermediary about this Offer. You will be able to post comments and questions about the Offer and see the posts of other investors on the communication facility. The Company and/or the Intermediary will also be able to respond to questions and comments posted by investors. Officers, employees or agents of the Company, and related parties or associates of the Company or the Intermediary, may participate in the facility and must clearly disclose their relationship to the Company and/or Intermediary when making posts on the facility. Any comments made in good faith on the communication facility are not subject to the advertising restrictions in the Corporations Act.

25


CSF OFFER DOCUMENT

Glossary

Company means Order esports Holdings Limited ACN 625 769 191

Cooling-off Period means the period ending five business days after an application is made under this Offer, during which an investor has a right to withdraw their application and be repaid their application money

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

Intermediary means Birchal Financial Services Pty Ltd AFSL 502 618 ABN 39 621 812 646

Maximum Subscription means the amount specified in this CSF offer document as the maximum amount sought to be raised by the Offer

Minimum Subscription means the amount specified in this CSF offer document as the minimum amount sought to be raised by the Offer

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

26


CSF OFFER DOCUMENT

Annexure

ORDER E-SPORTS CONSOLIDATED BALANCE SHEETAS AT 30 SEPT 2018

SEP 2018

Accounts Receivable $ 9,931

Cash $ 214,956

Other Current Assets $ 90

TOTAL CURRENT ASSETS $ 224,978

Fixed Assets $ 22,997

Fixed Assets - Accumulated Depreciation -$ 22,997

Other Non-Current Assets $ 51,900

TOTAL NON-CURRENT ASSETS $ 51,901

TOTAL ASSETS $ 276,880

Accounts Payable $ 202,865

Other Payables -$ 18,045

TOTAL CURRENT LIABILTIES $ 184,820

Other Payables $ 23,648

Related Party Loans $ 29,983

Superannuation Payable $ 28,422

TOTAL NON-CURRENT LIABILTIES $ 82,053

TOTAL LIABILITIES

$ 266,873

NET ASSETS

$ 10,007

Share Capital $ 1,015,000

Retained Earnings -

Current Year Earnings -$ 1,004,993

TOTAL EQUITY

$ 10,007

27


CSF OFFER DOCUMENT

ORDER E-SPORTS CONSOLIDATED PROFIT AND LOSSFOR THE 12 MONTHS ENDED 30TH SEPTEMBER 2018

2018

Licence Fee Revenue $ 87,388

Merchandise Sales $ 10,065

Prize Money $ 148,382

TOTAL REVENUE $ 245,835

Merchandise Purchases $ 10,985

Participation Fee $ 1,538

TOTAL COST OF SALES $ 12,523

GROSS PROFIT $ 233,312

Advertising & Marketing $ 39,335

Consultancy Fees $ 176,816

Employment Expenses $ 536,122

Insurance $ 2,483

IT Costs $ 3,343

Licence Fes $ 198,500

Occupancy Expenses $ 73,762

Operating Expenses $ 144,203

Training Costs $ 39,425

TOTAL OPEX $ 1,213,989

OPERATING PROFIT $ 980,677

EBITDA -$ 980,677

Depreciation $ 22,997

EBIT -$ 1,004,993

Interest Expenses $ 1,319

EBT -$ 1,004,993

NET PROFIT -$ 1,004,993

28


CSF OFFER DOCUMENT

ORDER E-SPORTS CONSOLIDATED STATEMENT OF CASHFLOWFOR THE 12 MONTHS ENDED 30TH JUNE 2018

CASH FLOWS FROM APERATING ACTIVITIES

Cash Reciepts from Income 236,806

Cash Paid For Expenses -1,014,932

CASH GENERATED FROM OPERATIONS - 778,125

Cash Flows from Investing Activities

Asset Purchases -51,900

CASH GENEREATE FROM INVESTING -51,900

CASH FLOWS FROM FINANCING ACTIVITIES

Share Capital 1,015,00

Director Laons 29,983

CASH GENERATED FROM FINANCING 1,044,983

NET INCREASE(DECREASE) IN CASH 214,957

Cash Opening Balance -

Cash Closing Balance 214,956

ORDER E-SPORTS CONSOLIDATED CHANGES IN EQUITY MOVEMENTFOR THE 12 MONTHS ENDED 30TH JUNE 2018

BALANCE AT 1ST OCTOBER 2017

Issue of Capital 1,015,000

Income of the year -1,004,993

Balance at 30 September 2018 10,007

29

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