Lime Country Thoroughbreds Broodmare Investment Fund

BROODMARE INVESTMENT FUND

OBJECTIVE

Our objective is to unite a group of like-minded investors that commit to A$4 million to purchase 14-16 mares for the purpose of re-trading them and selling the resulting progeny at a time that market forces dictate will provide the most commercial outcome, regardless of the age of the offspring.

The investment period will be limited to 36 months and all remaining stock will be sold by that date. During the 36 months, proceeds from any stock sold will be paid directly to investors at that time. Therefore, we envision it will be a self-funding model after the first 18 months for ongoing expenses.

Our intent is to be ruthlessly commercial, breed and supply future athletes while maximising returns for ourselves and our investors.

At this stage we expect Lime Country to be investing 20% of the fund. This is a significant investment for the farm and the concept of spreading our potential returns and reducing any potential risks across approximately 15 highly commercial mares in a investment situation has far greater appeal from a business model than purchasing three on our own.

– Jo & Greg Griffin.

TIMELINE 2022 MARE PURCHASES

Southern Hemisphere

Inglis & Magic Millions Sales May 2022

Southern Hemisphere Private Purchase Opportunities

Northern Hemisphere

Keeneland (early Nov), Tattersalls (28 Nov - 1 Dec), Arqana (3-6 Dec) Sales

Mares to Lime Country Thoroughbreds (LCT) Hunter Valley Australia

2022 Foaling August September October

2022 Foal Retained

2023 Weanling Sales

Stay to Foal Down

Potential cover by stallion Southern Hemisphere time, or dry mare coming down empty

2023 Mare Sales

Inglis & Magic Millions

2022 Mares Covered September October

Mare Retained & Covered for 2023 foal

2024 Yearling Sales Jan - April

2023 Foal Retained

2024 Weanling Sales

2024 Mare Sales

Inglis & Magic Millions

2025 Yearling Sales Jan - April

2025 Weanling Sales

2025 Mare Sales

Inglis & Magic Millions Mare to be sold by 30 May

Mare Retained & Covered for 2024 foal

INVESTMENT COSTS INITIAL OUTLAY An initial minimum investment of A$100,000, further investment over and above this can be done in a minimum of A$50,000 increments.

Australian $

Euro €

US $

Pound £

$100,000

€68,580

US$74,600

£57,231

Investors will be required to confirm their participation in the fund with a A$20,000 deposit into a Trust Fund to be held by lawyer Tim Johnson of Stable Legal, VIC, at time of signing of the co-ownership deed.

Initial deposit funds will be used to pay for initial stock purchases on behalf of the Ownership Group.

As stock is purchased over the coming months, once initial deposits have been applied to purchases, owners will be billed directly by the sales companies or agents for their fractional interest in the stock. $100k of the $4mil fund gives you a 2.5% share of all stock purchased and bred.

Example: Mare purchased for $300,000 at Magic Millions in May, a $100,000 investor would be billed directly from the Sales company $7,500 (plus GST if applicable) for their 2.5% ownership.

Under this model the total investment is not entirely required at one time. Only the initial deposit and signing of coownership deed is required to secure your participation in the fund before buying commences.

MAIN ONGOING MARE/FOAL/WEANLING/YEARLING ANNUAL COSTS PER A$100,000 INVESTMENT All costs below are approximate indicative based on current pricing (as at 19 April 2022).

Australian $ inc. G.S.T. (approximate) Mare Agistment (based on a 14 mare model – increase by $314 for 15 mare model)

$4,758.60

Foaling Fee

$244.75

Weaning and Handling

$244.75

Weanling Agistment

$1504.80

Yearling Agistment

940.50

Yearling Prep

$1,863.40

Sale Expenses

$990.00

LCT Yearling Sales Commission (2.5%) LCT Mare & Weanling Sales Commission (2.0%) Hunter Equine Clinic Broodmare Vet Contract for breeding season

$420.00

Walk Out Fees/ Transport costs

$122.50

Mare and Foal Studbook (approximate)

$175.00

Legal, Accountancy, Marketing set up fees – (one off 1st year fee)

$234.00

Estimated Annual Total of Main Costs Australian $

Euro €

US $

Pound £

$11,498.30

€7,893.57

US$8,550.83

£6,551.33

Ongoing normal charges of Farrier, Vet, drenching, branding, all charged at market rates (please see Appendix for Lime Country Agistment Rates).

SERVICE FEES Service Fees are going to be based on an average of $90,000 plus GST per mare. This will allow us the flexibility to increase our service fee on some mares to the top stallions in the country at approximately A$200,000 while also making room for up-andcoming stallions in and around the A$50,000 bracket.

Based on covering 14 mares and 13 services to pay, we estimate A$32,175 inc. G.S.T. in service fees per A$100,000 investment across the mare pool.

A benefit for investors, will be that any discount or commission on service fees offered to Lime Country by stallion farms, will be passed directly on to the individual investors in the investment.

This allows investors increased access to service fees at discounted rates not usually available to smaller breeders.

Service fees will be billed to investors directly by the stallions farms according to whatever terms we can negotiate with individual farms e.g. Payment by 31st May, payment after mare and weanling sales, payment on live foal etc.

HOW ARE WE BUYING? In Australia, Greg and Jo will manage the selection of mares purchased. This may or may not include the assistance of agents for any extra information required on a given horse. Any fees applicable for those services provided by parties such as outside agents will be on charged as per investment ratio.

Jo will be attending the Keeneland November mare sale and Tatts December Sale and inspecting stallions while up North.

We expect to use local agents if we buy at those sales. The reason for this is to maximise their depth of knowledge regarding the type of stock that not only those mares have left, but also the type of stock that their extended families have produced from previous matings. We expect to pay agents commission for their services provided.

COMMUNICATION & UPDATES In Australia, we have budgeted A$90 plus GST per month per horse, which is approximately A$54 per month per A$100,000 investment.

This will be a multimedia style of feedback involving photos and or videos, voice updates, WhatsApp groups and potentially discussions with service providers (eg. Feedback from Vets and Sales Company representatives).

INCOME STREAMS AND EXIT STRATEGY The investment period will be limited to 36 months and all remaining stock will be sold by that date.

Investors will be paid out on sale proceeds as stock are sold throughout the term of the investment (eg. If a mare is purchased in November 2022 in the Northern Hemisphere and is then resold through Inglis Chairman’s Sale May 2023, investors will be paid out on an ownership pro-rata basis directly from the Sales company providing income within the first eight months.

Funds will not be distributed via Lime Country but as outlined directly from the sales companies.

Some mares may be retained for the full 36 months and sold at that time. The goal is to sell stock at a time to maximise market conditions and returns to investors on a per individual basis, be it in foal mare, dry mare, three-in-one package, weanling, or yearling stage.

FUN FACTOR We are blessed to have existing relationships with some fantastic investors, people we enjoy spending time with and enjoying success with. We are looking forward to new investors travelling with us, sharing hospitality, coming on trips to stud farms, sales and events in the future as part of this fund.

The size and scale of this new investment provides the opportunities for some fantastic experiences for our existing investors and those that join us in this exciting new venture.

JOIN THE ACTION

PLAY VIDEO

KEY TERMS AND CONDITIONS •

Minimum investment A$100,000 to be allocated to stock purchases.

•

A$20,000 deposit to be paid to Stable Legal Trust Fund within 10 days of signing the Co-Ownership Deed.

•

Stock to be dispersed by the 30th May 2025 and paid out as per Sales Company payment dates (normally 42 days post sale, assuming normal payouts still stand).

•

The initial A$100,000 investment cannot be withdrawn from the fund prior to completion of the term of the investment.

•

Net proceeds from sales to be paid out directly to investors during the term of investment

•

Individual owners are responsible for all costs for each horse themselves including service fees, agistment bills, vet bills etc and will be billed directly.

•

If for any reason not enough of the right stock is sourced and purchased, any funds held in the trust fund will be redistributed to investors by January 2023 after the conclusion of the Northern Hemisphere sales.

•

Any travel expenses for investors will be covered individually.

•

Travel expenses including economy flights and accommodation for Lime Country’s Northern Hemisphere buying will be split amongst investors on a pro-rata basis.

If there are travel rebates provided by sales companies (eg. cost of flights), that will be deducted from expenses prior to billing.

CONFIRMATION OF INTEREST This exciting and unique investment opportunity is by invitation only and will not be offered publicly. Lime Country already have commitments from a number of existing broodmare partners and clients of the farm.

This is an ideal opportunity for people who are interested in spreading their risk, upping their “upside potential earnings”, diversifying their investment portfolio and sharing in some great experiences, potentially around the world, with people like us who have “skin in the game” on each and every purchase.

Investors are welcome to join Jo (and Georgia for the Keeneland leg) at the sales, stud trips, dining and adventures across Australia, America, UK and France.

The first buying opportunity for the fund is the up-coming Inglis Chairman’s Sale on Friday the 6th of May. Please call to discuss or complete the form below to secure your investment spot with us.

NAME (printed): DATE: INVESTMENT AMOUNT: SIGNATURE: DEPOSIT:

To secure your investment within this Broodmare Investment Fund, a deposit of A$20,000 is required to be paid to the stipulated bank account below within 10 days of signing the CoOwnership Deed, which will follow once we receive your signed confirmation of interest.

Account Name:

Stable Legal Trust Account

BSB number:

013035

Account number: 291656295 SWIFT Code:

ANZBAU3M

CONTACT LIME COUNTRY THOROUGHBREDS

Please feel free to contact Jo to arrange a meeting via Facetime or Zoom to discuss any questions or potential options for yourself in person, if you are unable to meet in the Hunter Valley or Sydney.

JO GRIFFIN

GREG GRIFFIN

STABLE FINANCIAL & STABLE LEGAL

Lime Country Co-Director e: jo@limecountry.com.au m: +61 428 960 669 w: www.limecountry.com.au

Lime Country Co-Director e: greg@limecountry.com.au m: +61 429 002 964 w: www.limecountry.com.au

Stable Financial and their legal arm, Stable Legal, are a highly regarded, specialist thoroughbred accountancy and legal firm in Australia.

Adam Tims and his team act as independent (and objective) participants in Lime Country’s business strategy and assist us in remaining both responsible and at the forefront of the latest developments and opportunities in the thoroughbred industry.

Adam, along with his legal counterpart Tim Johnson (Stable Legal), have worked through the finer points of this investment framework with us.

Please feel free to contact Adam directly if you have any accountancy related questions regarding this opportunity.

ADAM TIMS

Stable Financial Accountant e: Atims@stablefinancial.com.au m: +61 410 437 887 p: +61 3 9629 3023 w: www.stablefinancial.com.au

TIM JOHNSON

Stable Legal Lawyer e: tjohnson@stablelegal.com.au m: +61 427 953 323 p: +61 3 9629 3023 w: www.stablefinancial.com.au

APPENDIX 2022 LIME COUNTRY THOROUGHBREDS AGISTMENT RATES Effective 1st March 2022 NB: All fees and rates are INCLUSIVE of GST unless otherwise stated

Australian $ inc. G.S.T. AGISTMENT RATES:

per day

Dry Mares (not in foal)

$34.00

Dry Mares (in foal)

$36.00

Wet Mares

$39.00

Mare & Foal Boxed

$55.00

Weanling Rate

$36.00

Paddocked Yearling Rate

$38.00

Racehorse Spelling – fillies/mares/geldings

$38.00

Boxed Rehabilitation Horses

$53.00

Foaling Fee

$890.00

Weaning & Handling Fee

$890.00

Rugging

$

1.10

FARRIER: Broodmare Trims

$50.00

All other Trims (weanlings, yearlings, spellers)

$55.00

Sales Yearling Shoeing as per farrier’s charges at time of shoeing SALES PREPARATION RATES:

per day

Magic Millions Sales Preparation

$88.00

Classic Sales Preparation

$81.00

Easter Sales Preparation

$88.00

Weanling Sales Preparation Broodmare Sales Preparation

60.00 $55.00

CONSIGNMENT FEES

*Consignment Fees are charged per horse to recover accommodation, staff, meals, entertainment, marketing & promotional costs associated with individual sales. The prices listed are an estimate only and may be subject to change.

William Inglis Classic Sale Yearling Sale

$2,600

William Inglis Easter Yearling Sale (including hospitality pavilion)

$3,800

Magic Millions Gold Coast Yearling Sale

$3,400

William Inglis Broodmare & Weanling Sale

$1,600

Magic Millions Broodmare & Weanling Sale

$1,700

Sales Yearling Sales Commission (of gross sale price plus GST)

2.5%

Weanling & Broodmare Sales (of gross sale price plus GST)

2.0%

528 Timor Road, Blandford, NSW 2338 Australia

WWW.LIMECOUNTRY.COM.AU