INFORMATION MEMORANDUM - SURF LAKES HOLDINGS LTD (Incorporated in the Commonwealth of Australia)

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INFORMATION MEMORANDUM - SURF LAKES HOLDINGS LTD (Incorporated in the Commonwealth of Australia)
COPYRIGHT 2021 SURF LAKES
                               SURF LAKES HOLDINGS LTD
                          (Incorporated in the Commonwealth of Australia)
PRIVATE & CONFIDENTIAL

                         INFORMATION MEMORANDUM
                                            MAY 2021

                                                                            PAGE 1
INFORMATION MEMORANDUM - SURF LAKES HOLDINGS LTD (Incorporated in the Commonwealth of Australia)
DISCLAIMER

                                                                                                                                                                                                                         COPYRIGHT 2021 SURF LAKES
                         This Information Memorandum has been prepared and                (c) does not, by this Information Memorandum, provide any         2001 (Cth) (Corporations Act) or under any other law. This
                         issued by Surf Lakes Holdings Ltd (ACN 613 372 955),             recommendation, service or advice.                                information memorandum is not a prospectus or product
                         a public company incorporated in the Commonwealth                Representations upon which investors are entitled to              disclosure document or other form of disclosure document
                         of Australia (“Surf Lakes” or the “Company”), for use by         rely, if any, shall be limited to those set out in written        under the Corporations Act and has not been lodged with
                         parties considering a possible investment in the Company.        agreements governing the Offering. Investors should not           the Australian Securities and Investments Commission. By
                         It does not constitute an invitation, offer or solicitation of   rely on the contents of this Information Memorandum,              retaining this Information Memorandum, you represent and
                         offers to invest in or buy any securities or assets of the       but should satisfy themselves as to the accuracy of such          warrant that you are not an investor to whom disclosure is
                         Company.                                                         contents by such independent investigation as they or             required to be made under the Corporations Act or under
                         The Company is conducting a placement of newly issued            their advisers think fit.                                         any other law in any other applicable jurisdiction.
                         shares (the “Offering”). Offers to participate in the Offering   Neither this Information Memorandum, nor any other                All enquiries in connection with the information presented
                         will be extended by Surf Lakes.                                  information supplied by the Company, nor does it purport          in this Information Memorandum should be addressed to:
                         This Information Memorandum has been provided on a               to be, investment advice. The Company is not acting as an
                         confidential basis solely for the information of selected        investment adviser or providing advice to any investor.           Reuben Buchanan
                         potential investors. Having provided the Information             Statements as to future events and other forward looking          Director - Surf Lakes Holdings Ltd
                         Memorandum, no obligation is undertaken to provide               statements contained herein are provided to allow                 +61 422 186 686
                         the Interested Parties with access to any additional             potential investors the opportunity to understand                 reuben@surf-lakes.com.au
                         information.                                                     management’s beliefs and opinions so that they may be             Level 5 / 16 Queensland Ave
                         Any reproduction or distribution of this Information             considered in evaluating an investment.                           Broadbeach QLD Australia 4218
                         Memorandum, in whole or in part, and any disclosure of its       Such forward-looking statements necessarily involve
                         contents or use of any information herein for any purpose        known and unknown risks and uncertainties, which
                         other than considering an investment in the Company, is          may cause actual events to differ materially from any
                         prohibited. Each recipient, by accepting delivery of this        projections or predictions expressed or implied by such
                         Information Memorandum, agrees to the foregoing.                 forward-looking statements. These statements are not
                         The materials relating to the Offering do not constitute,        guarantees of future performance or events, and undue
                         and may not be used in connection with, an offer of              reliance should not be placed on them.
                         securities for sale or solicitation of an offer to buy           The delivery of this Information Memorandum shall not
                         securities in any place where such offers or solicitations       create any implication that there has been no change in
                         are not permitted by law.                                        the information contained herein since the date hereof, or
                         To the extent permitted by law, the Company, its                 that such information is correct as of any date subsequent
                         shareholders and each of its affiliates, representatives,        to the date hereof. The Company undertakes no obligation
                         agents, directors, officers and employees:                       to update the information contained herein, except as
                         (a) does not warrant or represent the origin, validity,          required by applicable securities laws.
                         accuracy, completeness or reliability of, or accept any          All disclaimers and limitations of liability asserted on behalf
                         responsibility for, errors or omissions in this Information      of the Company shall apply equally to their related bodies
                         Memorandum;                                                      corporate and their officers, associates, representatives
PRIVATE & CONFIDENTIAL

                         (b) disclaims and excludes all liability for all claims          and advisers.
                         of whatever nature that may arise in any way from or             The offer of any securities pursuant to this Information
                         in connection with the provision of this Information             Memorandum is only available to investors to whom an
                         Memorandum and any inaccuracy or incompleteness, or              offer can be made without the need for a disclosure
                         any reliance by any person on it; and                            document to be provided under the Corporations Act

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INFORMATION MEMORANDUM - SURF LAKES HOLDINGS LTD (Incorporated in the Commonwealth of Australia)
C0NTENTS

                                                                                                                                          COPYRIGHT 2021 SURF LAKES
                                                                        LEGAL INFORMATION                                        02
                                                                        SECTION 1 - INTRODUCTION                                 04
                                                                               1.1. THE OFFERING                                 05
                                                                               1.2 THE COMPANY                                   07
                                                                               1.3 RISK FACTORS                                  11
                                                                        SECTION 2 – COMPANY OVERVIEW                             13
                                                                               2.1 SURF LAKES’ VISION AND PURPOSE                14
                                                                               2.2 BACKGROUND, HISTORY AND KEY MILESTONES        14
                                                                               2.3 THE PROBLEM WITH OCEAN SURFING                16
                                                                               2.4 THE SURFING BOOM                              17
                                                                               2.5 THE SOLUTION TO PROVIDE SURFING TO EVERYONE   18
                                                                        SECTION 3 - SURF LAKES’ TECHNOLOGY                       19
                                                                               3.1 HOW SURF LAKES WORKS                          20
                                                                               3.2 ABOUT THE TECHNOLOGY                          21
                                                                               3.3 ENERGY EFFICIENCY                             27
                                                                               3.4 CREATIVE DESIGNS                              28
                                                                               3.5 RELATED BUSINESS AND COMMUNITY IMPACTS        29
                                                                        SECTION 4 -SALES, MARKETING AND CUSTOMERS                30
                                                                               4.1 EXISTING SURF MARKET SIZE                     31
                                                                               4.2 THEME AND WATERPARK INDUSTRY OVERVIEW         32
                                                                               4.3 ALTERNATIVE OPPORTUNITIES                     33
                                                                        SECTION 5 - COMPETITION OVERVIEW                         35
                                                                        SECTION 6 – OPERATIONS & SERVICE DELIVERY                40
                                                                               6.1 LICENSING                                     41
                                                                               6.2 PROJECT DEVELOPMENT - YEPPOON                 43
                                                                               6.3 PROTECTION OF INTELLECTUAL PROPERTY           45
                                                                               6.4 RESULTS OF FULL-SCALE PROTOTYPE TESTING       46
                                                                        SECTION 7 – BOARD & MANAGEMENT                           52
                                                                               7.1 BOARD OF DIRECTORS                            53
                                                                               7.2 EXECUTIVE MANAGEMENT TEAM                     55
                                                                               7.3 GLOBAL SALES TEAM                             59
                                                                               7.4 SURF LAKES AMBASSADORS                        62
                                                                        SECTION 8 - FINANCIAL INFORMATION                        66
                                                                               8.1 FINANCIAL STATEMENTS AND FORECASTS            67
                                                                               8.2 CAPITALISATION OF THE COMPANY                 69
PRIVATE & CONFIDENTIAL

                                                                               8.3 PRE-IPO TO IPO/EXIT PATHWAY                   70

                                    Pro surfer Macy Callaghan during
                                      one of the recent test sessions                                                                 PAGE 3
INFORMATION MEMORANDUM - SURF LAKES HOLDINGS LTD (Incorporated in the Commonwealth of Australia)
01

                                                                                                      COPYRIGHT 2021 SURF LAKES
                         INTRODUCTION
PRIVATE & CONFIDENTIAL

                                        A windless evening in Yeppoon makes for idyllic glassy surfing
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INFORMATION MEMORANDUM - SURF LAKES HOLDINGS LTD (Incorporated in the Commonwealth of Australia)
INTRODUCTION

                                                                                                                                                                                             COPYRIGHT 2021 SURF LAKES
                         1.1 THE OFFERING

                         Surf Lakes Holdings Ltd (ACN 613 372 955), a public company incorporated in                All enquiries in connection with the information presented in this
                         the Commonwealth of Australia and registered in the State of Queensland (“Surf             Information Memorandum should be addressed to:
                         Lakes” or the “Company”), is conducting a placement of newly issued shares (the
                         “Offering”). The offer pursuant to this information memorandum is only available to
                                                                                                                    Reuben Buchanan
                         investors to whom an offer can be made without the need for a disclosure document
                                                                                                                    Director - Surf Lakes Holdings Ltd
                         to be provided under the Corporations Act 2001 (Cth) or, where investors are located
                                                                                                                    +61 422 186 686
                         outside of Australia, where it is lawful to make such an offer to those investors.
                                                                                                                    reuben@surf-lakes.com.au
                         Surf Lakes has approximately 347.6m outstanding shares held by approx 270
                                                                                                                    Level 5 / 16 Queensland Ave
                         individual shareholders. In addition, the Company has A$3,075,000 of Convertible
                                                                                                                    Broadbeach QLD Australia 4218
                         Notes outstanding, expiring on 30th June 2022, which are convertible into 12.3m
                         newly issued shares at a conversion rate of $0.25 per share.
                         The Offering is targeted to consist of 20,000,000 shares at an issue price of A$0.25/
                         share, for a total Offering size of A$5,000,000, subject to a minimum subscription
                         per investor of A$100,000. The Company reserves the right:
                            •   To reduce the size of the Offering,
                            •   To increase the size of the Offering, but not in excess of A$10,000,000,
                            •   To change the minimum subscription amount for each investor, and
                            •   To allot orders in the event of oversubscription.
                         The functional currency of the Company is Australian dollars. All references herein
                         to “dollars,” “A$” or “$” are to Australian dollars unless otherwise indicated. On April
                         28th 2021, an Australian dollar had a quoted value in United States dollars of US$0.77
                         (seventy-seven cents).

                         ADDITIONAL INFORMATION
                         The Company’s website is at www.surf-lakes.com.au. Upon signing of the
                         Confidentiality Agreement, the permitted recipient of this Information Memorandum
                         may login to
                         www.surf-lakes.com.au/private-placement to review and download:
                           •   The Company’s constitution, which sets out certain rights and obligations of
                               shareholders
                           •   The Company’s 2019 Annual Report to Shareholders
                           •   The Company’s 2020 Annual Report to Shareholders
                           •   Other information currently available to investors and shareholders

                         RISK FACTORS
PRIVATE & CONFIDENTIAL

                         THESE SECURITIES ARE SPECULATIVE. AND INVESTMENT IN THE SHARES INVOLVES A
                         DEGREE OF RISK. SEE “SECTION 1.3 – RISK FACTORS.”

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INFORMATION MEMORANDUM - SURF LAKES HOLDINGS LTD (Incorporated in the Commonwealth of Australia)
INTRODUCTION

                                                                                                                                                                                                                                                                    COPYRIGHT 2021 SURF LAKES
                         USE OF FUNDS TABLE                                                                                                                            KEY INVESTMENT HIGHLIGHTS
                          Complete commercial design                                                                                      $1,500,000          A
                                                                                                                                                                       PROVEN AT FULL SCALE: With decades of combined experience in engineering
                          Computational Fluid Dynamics (CFD) modelling                                                                       $100,000         B
                                                                                                                                                                       and construction management across mining, civil, commercial and amusement
                          1/5 Scale Model at Yeppoon for custom lake refinements                                                              $115,000        C        park sectors, in August 2020 the Company achieved Surf Lakes technology at full
                          Prototype modifications, upgrades & demonstrations                                                                $500,000          D        scale – not just in theory or in computer modelling. Surf Lakes is one of only five
                                                                                                                                                                       companies globally to have built a focused surfing wave pool at full scale.
                          Registration and renewal of patents                                                                                 $55,000         E
                                                                                                                                                                       LICENSEE INTEREST: Interest in licensing the Surf Lakes product is strong and
                          International Licensee Sales Business Development                                                                  $100,000         F
                                                                                                                                                                       has increased since development of a full scale model. Management is confident
                          Progress Surf Lakes Yeppoon Development Application                                                                $750,000         G        that it can meet future sales milestones in calendar year 2021. Interest is global
                                                                                                                                                                       in scope and projects are under consideration in North America, Europe, South
                          Yeppoon Commercial Design                                                                                         $500,000          H
                                                                                                                                                                       America, the Middle East and Australia.
                          New Team Appointments                                                                                             $500,000          I
                                                                                                                                                                       COMPETITIVE BUSINESS MODEL: Surf Lakes technology offers one of the highest
                          Marketing & Promotions                                                                                            $300,000          J        wave production levels, the largest waves, the most breaks and guaranteed
                                                                                                                                                                       offshore conditions, while catering for all levels of surfers. It is also competitive
                          General working capital and contingencies                                                                          $580,000         K
                                                                                                                                                                       in terms of build price, therefore potentially offering the highest return on capital
                          TOTAL                                                                                                           $5,000,000                   invested for the licensee or operator.
                                                                                                                                                                       IP OWNER: Surf Lakes owns all rights to its technology. Investors become
                         Notes to Use of Funds Table:                                                                                                                  shareholders of this entity, therefore share in all profits, capital gains and success
                         A. Final commercial design of the CWD and systems ahead of the first commercial contract.                                                     going forward. We are not aware of any other opportunity for investors to buy into
                         B. CFD modelling for commercial refinements and ‘Standard’ model                                                                              the global IP owner of a wave pool technology. For investors who want exposure
                         C. 1/5 Scale Model allows for more cost-efficient modelling for custom lake refinements                                                       to this rapidly growing sector, investing into Surf Lakes represents a unique
                         D. Prototype liner refinements & modifications, wave dissipation around Pressure Pot, further demonstrations at the Prototype site            opportunity.
                         E. There are currently 2 patents registered and funds are required to continue this process in order to attain the maximum IP protection in
                            key countries such as Australia, USA and UK                                                                                                SURFING INNOVATION: Surf Lakes is an investment opportunity with the potential
                         F. Ongoing business development                                                                                                               to change an entire industry. The Company believes that its technology will
                         G. Costs to engage consultants for attaining DA Approval to construct Surf Lakes-owned commercial surf park at Yeppoon.                       become the industry standard for inland surfing.
                         H. Costs to complete commercial design of Surf Lakes in Yeppoon
                                                                                                                                                                       ENORMOUS UNTAPPED MARKET: There is an enormous untapped growth market
                         I. New global sales manager, engineering and project management team members
                                                                                                                                                                       given that 99.5 per cent of world’s population is yet to experience surfing. This is
                         J. Marketing & promotional costs to generate new business from potential licensees, partners and investors
                                                                                                                                                                       the market Surf Lakes aims to address.
                         K. General working capital costs and contingency
                                                                                                                                                                       ADDITIONAL GROWTH OPPORTUNITIES: The Company is preparing to source
                                                                                                                                                                       additional revenue streams by developing and owning (or investing in) Surf Lakes
                                                                                                                                                                       wave parks. These revenues have not yet been included in any of the valuation
                                                                                                                                                                       models to date.
PRIVATE & CONFIDENTIAL

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INFORMATION MEMORANDUM - SURF LAKES HOLDINGS LTD (Incorporated in the Commonwealth of Australia)
INTRODUCTION

                                                                                                                                                                                                                                                      COPYRIGHT 2021 SURF LAKES
                                                                                                                                                                                                                                    For more
                                           Topic                    Summary
                                                                                                                                                                                                                                    information

                         1.2 THE COMPANY   OVERVIEW

                                                                    Surf Lakes is an unlisted public company which provides a technologically advanced wave-generating
                                                                    device and bathymetric* reef designs to operators of theme, amusement and watersports parks. It
                                                                    was established in July 2016 and is headquartered on the Gold Coast in Australia.
                                           Who is Surf Lakes?       Surf Lakes has built a full-scale working prototype at its R&D facility in Yeppoon, Queensland, which is Section 2
                                                                    being used to test and refine the technology, as well as provide demonstrations to licensees.
                                                                    * Bathymetry refers to the study and mapping of the ocean or lake floor. Surf Lakes specific reef shapes (reef bathymetry) determine the size, shape and type
                                                                    of wave that breaks over it.

                                           What is the Vision and   Vision: To become the biggest brand in surfing… Sustainably
                                                                                                                                                                                                                                    Section 2
                                           Purpose of Surf Lakes?   Purpose: Building surfing communities to create a healthier world

                                                                    The Surf Lakes product is the combination of a Central Wave Device (CWD), specially designed
                                                                    reef bathymetry and tailored operating processes which together provide a unique commercial
                                                                    opportunity for surf park and leisure operators.
                                                                    The core of the technology is the CWD, which produces waves from the centre of a body of water. The
                                                                    waves radiate outwards, towards the shoreline, allowing the ability to simultaneously create different
                                                                    sized and shaped waves from a single oscillation or pulse. It also enables Surf Lakes to design the
                                           What is the Surf Lakes   surrounding reefs and beach to create five wave types surrounded by hundreds of metres of wave-
                                                                                                                                                                                                                                    Section 4
                                           Product?                 facing shoreline. It is the combination of the innovative, patent pending CWD and surrounding
                                                                    bathymetry that provides its competitive advantage.
                                                                    Surf Lakes offers two models of CWD and lake, both of which produce up to 2,000 waves per hour
                                                                    in a range for every level of surfing ability. The original Surf Lakes XL model is based on the Yeppoon
                                                                    prototype, requires a 3.6-hectare lake and produces 2.4-metre waves including expert and pro levels.
                                                                    The Surf Lakes Compact model requires only 2 hectares has the potential to be built in areas closer to
                                                                    higher population densities where larger land holding options may be limited.

                                                                      The Offering is being conducted by the Company to:
                                                                       •     To complete commercial engineering design of the wave mechanism, drive machinery and reef
                                                                             bathymetry
                                           Why is the Offer being      •     Provide investment capital for the early stages of development of Surf Lakes facilities in the
                                           conducted?                        State of Queensland                                                                                                                                    Section 8.4
                                                                       •     Provide a working capital buffer to satisfy all financial requirements until the closing of a larger
                                                                             fundraising planned for late-2021
PRIVATE & CONFIDENTIAL

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INFORMATION MEMORANDUM - SURF LAKES HOLDINGS LTD (Incorporated in the Commonwealth of Australia)
INTRODUCTION

                                                                                                                                                                                                     COPYRIGHT 2021 SURF LAKES
                                                                                                                                                                                   For more
                                           Topic                       Summary
                                                                                                                                                                                   information

                         1.2 THE COMPANY   KEY FEATURES OF SURF LAKES’ BUSINESS MODEL

                                                                         •    Revenue generated directly from Surf Lakes’ CWD technology will consist of technology
                                                                              licensing fees, territorial exclusivity fees, sales of the CWD device to surf park operators, and
                                                                              operating service fees calculated based on the number of waves generated.
                                           How will Surf Lakes
                                           generate its revenue?         •    The development and ownership (including minority ownership) of surf parks will allow Surf
                                                                                                                                                                                   Section 6
                                                                              Lakes to capture a share of revenue streams generated by the popularity of the surf parks as
                                                                              a destination, and also give Surf Lakes greater control over the adoption of its technology and
                                                                              development of its brand.

                                                                       The primary target markets are property developers and water or theme park operators globally.
                                                                       Both these groups have experience in large scale development, and in the case of theme park
                                           Who is the target market    operators, the experience required to successfully run a Surf Lake.
                                                                                                                                                                                   Section 4
                                           for Surf Lakes?             Based on sales enquiries received to date, the Company is discovering that its technology is
                                                                       attracting entrepreneurs from many different business backgrounds, due to the revenue earning
                                                                       potential.

                                                                       Surf Lakes’ competitors fall into two categories:
                                                                         •    Alternative technologies – those companies who provide other wave surfing solutions for wave
                                           Who are Surf Lakes                 or water park operators
                                           competitors?                  •    Alternative activities – those companies who offer other uses of available recreational space,
                                                                              from rides and attractions such as water slides in the case of theme park operators, to facilities
                                                                              for other sports such as golfing and skiing in the case of property developers

                                                                       Surf Lakes’ sales strategy is to prioritise those who have shown eagerness to build their own Surf
                                                                       Lake by lodging with the Company a detailed response to a Request for Proposal (RFP) document and
                                                                       have the property, approvals and finance already in place. Applicants meeting the minimum criteria
                                           What is Surf Lakes’ sales
                                                                       are invited to enter into an Exclusive Territory Agreement to secure exclusivity over a desired territory
                                           strategy?                                                                                                                               Section 5
                                                                       for a defined period of time while definitive Exclusivity and License Agreements, Construction
                                                                       Agreements and Purchase Agreements are negotiated.
                                                                       The Company is building a healthy funnel for future projects.
PRIVATE & CONFIDENTIAL

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INFORMATION MEMORANDUM - SURF LAKES HOLDINGS LTD (Incorporated in the Commonwealth of Australia)
INTRODUCTION

                                                                                                                                                                                                   COPYRIGHT 2021 SURF LAKES
                                                                                                                                                                                 For more
                                           Topic                    Summary
                                                                                                                                                                                 information

                         1.2 THE COMPANY   KEY STRENGTHS

                                                                    • High wave production levels – over 2,000 waves per hour
                                                                    • Increased Surfer throughput capacity – up to 200 surfers per hour
                                                                    • The largest waves – over 2.4 metre face height and 100 metre wave length in the XL model
                                           Surf Lakes competitive
                                           advantage                • Simultaneous variety – up to five levels of waves, from beginner to expert, at the same time
                                                                                                                                                                                 Section 3
                                                                    • 360 degree configuration means guaranteed offshore conditions regardless of wind direction
                                                                    • Most attractive frontage – every direction from the wave lagoon is high value real estate for retail,
                                                                      commercial, property development and recreational activities

                                                                    Surf Lakes’ technology is anctipated to produce over 2,000 surfable waves per hour, double that of
                                                                    Surf Lakes’ nearest competitor. Wave production potential is expected to translate directly into wave
                                           Revenue generation
                                                                    revenue generating potential. Additionally, as the Surf Lakes CWD is centred in the middle of a body
                                           potential                                                                                                                             Section 3
                                                                    of water, it creates beachfront property all around it. This has its own potential for significant revenue
                                                                    from property development, cafes, restaurants, shops and commercial offices.

                                                                    The global theme and amusement park market is predicted to grow by over six per cent per annum
                                                                    for the next three years to over US$60 billion per annum. The fastest growing regions are predicted
                                           Rapidly growing and
                                                                    to be the Middle East, North Africa, Central and South America and, Asia Pacific. Property developers
                                           accessible market
                                                                    and theme park operators are comfortable with investing millions into an attraction that can help drive Section 4
                                                                    other revenues. (Source: IAAPA)
PRIVATE & CONFIDENTIAL

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INFORMATION MEMORANDUM - SURF LAKES HOLDINGS LTD (Incorporated in the Commonwealth of Australia)
INTRODUCTION

                                                                                                                                                          COPYRIGHT 2021 SURF LAKES
                                                                                                                                       For more
                                           Topic                      Summary
                                                                                                                                       information

                         1.2 THE COMPANY   DIRECTORS AND MANAGEMENT
                                                                      The Board comprises:
                                                                       • Charles Foster (Chairman)
                                                                       • Aaron Trevis (Founder, Executive Director & CEO)
                                           Who are the Directors of
                                                                       • Reuben Buchanan (Co-Founder, Non-Executive Director)          Section 7
                                           Surf Lakes?
                                                                       • John Diddams (Non-Executive Director)
                                                                       • Troy Warfield (Non-Executive Director)

                                                                      Management comprises:
                                                                       • Aaron Trevis - CEO
                                                                       • Joven Demonteverde - CFO
                                                                       • Ed Szymanski - Head Of Engineering & Production
                                                                       • Kit Sidwell - Lead Mechanical Engineer
                                                                       • Adam O’rourke - Lead Civil & Structural Engineer
                                                                       • Wayne Dart - Global Park Operation Manager & Media Director
                                           Who are the                 • Carolyn Griffith - Legal Counsel
                                           Management of Surf                                                                          Section 7
                                           Lakes?                      • Jacki Patterson - Site Co-ordinator
                                                                       • Lewis Glynn - Head of Project Delivery
                                                                       • Dr Matthew Woolley - Risk & Safety Advisor
                                                                       • Talon Clemow - Film & Content Manager
                                                                       • Cara Campbell - Office & Administration Manager
                                                                       • Tony Lines - Human Resource Manager
PRIVATE & CONFIDENTIAL

                                                                                                                                                     PAGE 10
INTRODUCTION

                                                                                                                                                                                                                        COPYRIGHT 2021 SURF LAKES
                         1.3 RISK FACTORS                                               For further information about the Company’s efforts
                                                                                        to mitigate technological risks, see Section 6.3,
                                                                                                                                                      right at the beginning of the process. There is a risk
                                                                                                                                                      that if a client is slow in making payments or defaults
                                                                                        “Protection of Intellectual Property” and Section 6.4,        on payments, the Company could experience a cash
                         Investment in the shares of Surf Lakes may be                  “Results of Full-Scale Prototype Testing.”                    shortfall on the related project. If payment delays and
                         considered a high risk investment because of the early                                                                       cost overruns occur across several projects at the same
                         stage in the Company’s development, the illiquidity                                                                          time, the result could have a material adverse effect on
                         of its share market, the competitive nature of its             OPERATIONAL RISKS                                             the financial health and prospects of the Company.
                         business sector, and other considerations including            Most operational risks are associated with                    The Company is attempting to mitigate the risk by
                         those discussed in this section. Investors are urged to        management’s ability to operate the Company effectively       requiring that 50 per cent of the entire contract sum for
                         consider these risks and make their own independent            and efficiently.                                              any turnkey product order shall be paid upfront before
                         judgement of the suitability of such an investment to          The Board believes that the Company currently has             work can begin. This is a common practice in the supply
                         their own circumstances.                                       an adequate number of management and staff for the            of infrastructure equipment. After the first payment,
                                                                                        current phase of Surf Lakes’ development. Part of the         the remaining 50 per cent will come in over five equal
                                                                                        funds raised in the Offering will be directed toward          instalments based on the achievement of certain
                         TECHNOLOGICAL RISKS                                            filling key positions for engineering, operations and         milestones. The milestones are tied to the inspection
                         In the Company’s view, the Surf Lakes CWD wave                 finance staff as different milestones are reached. The        of fabricated components at the factory, so that the
                         machine is an innovative technology. The Company’s             recruitment process will be targeted to ensure that           Company can maintain ownership of and control over the
                         technology risk is predominantly in the CWD and can be         the Company has the right resourcing ahead of its first       component if payment is not received.
                         broadly categorised into wave quality and reliability risks.   construction project.                                         The Board feels this approach, in conjunction with
                         To mitigate these risks, the Company built prototypes to       Investors assume the risk of any failure on the part of       careful project and financial management, will be
                         prove and test the concept and discover any issues that        Surf Lakes’ management to adequately manage the               sufficient to prevent a cash shortfall during the contract
                         may impede performance or reliability.                         business and protect the interests of its shareholders.       fulfillment stage.
                         As the designer of an innovative technology, the               For further information about the background and              Unexpected costs and delays in projects also create
                         Company must protect its intellectual property rights.         experience of the Surf Lakes management team, see             financial risks for the Company. Any major construction
                         There is a risk that such rights could be lost or eroded       Section 7, “Board & Management.”                              project requires careful planning and tight controls,
                         due to adverse determinations of government patent             Some operational risks may be beyond the control of           and can be exposed to external economic, political and
                         offices, failure to secure or enforce intellectual property    management.                                                   environmental shocks. Project cost overruns and delays
                         rights, or competing clairms by other inventors to rights                                                                    could have a material adverse effect on the financial
                         over the CWD and other related technologies.                   FINANCIAL RISKS                                               results and prospects of the Company.
                         Management prioritises the security and protection of          The greatest financial risk to the Company is its access      As a Company entering a global market, it will necessarily
                         its intellectual property rights to minimize the risk of       to capital. It must maintain its Research & Development       face foreign exchange rate risks which are different for
                         any such adverse developments. Surf Lakes is currently         facility and meet critical ongoing costs, particularly        each country in which a Surf Lakes project is located.
                         using a mixture of contractual, regulatory and technical       during the period prior to receipt of payment for its first   The Company will be less insulated from international
                         methods to protect its intellectual property.                  turnkey facility order. The Offering itself is an effort to   economic and currency disruptions than companies
                         Because the technology has never been broadly                  mitigate this risk.                                           operating in the domestic market. Such disruptions
                         adopted, it may be necessary to obtain licences and            Another major financial risk will occur in the                could have a material adverse effect on the Company.
                         permits from various government authorities around             commercialisation phase. As the Company enters this
                         the world at such time as the technology is placed into        phase, it will be required to meet the demands of each
                         service. There will be no direct precedent to the issues       new project from progress payments received. There is a
                         that may be raised in such licencing processes.                risk that the timing of cost outflows may be ahead of the
                         Any adverse developments that interfere with the               timing of revenue inflows, especially when the Company
PRIVATE & CONFIDENTIAL

                         Company’s maintenance and enforcement of its                   has little prior experience of delivering a turnkey
                         intellectual property rights, or that impede the broad         product.
                         adoption of the Company’s technology, could have a             The components of Surf Lakes’ machinery cost a
                         material adverse effect on the business and prospects          significant amount to fabricate. Additionally, there are
                         of Surf Lakes.                                                 significant design costs to each project that occur
                                                                                                                                                                                                                   PAGE 11
INTRODUCTION

                                                                                                                                                          COPYRIGHT 2021 SURF LAKES
                         INVESTMENT RISKS                                                to move forward with the development of recreational
                         Funding Risk: Higher than expected expenditures may             facilities during the covid-19 pandemic. Even if the
                         have a materially adverse effect on the Company’s               pandemic does not have an effect on the Company, no
                         financial position. There is a risk that the Company            assurance can be given that the covid-19 pandemic
                         may be unable to raise adequate capital to address              will not be followed by other similar or worse disruptive
                         unforeseen shortfalls in commercialising its technology.        events.
                         If the Company addresses its need for capital by raising        The pandemic and other events that have the effect
                         funds through the issue of new shares, the ownership            of suppressing travel, tourism, recreation and social
                         of existing shareholders, including subscribers in the          gatherings generally could have a material adverse
                         Offering, will be diluted.                                      effect on the Company’s business model and prospects.
                         Exit Risk: Surf Lakes is not currently listed on a securities
                         exchange such as the ASX. It may be assumed that an
                         investment in the shares of Surf Lakes will be difficult        OTHER RISKS
                         to liquidate at a price reflecting its full value, or at all,   Other risks faced by the Company include changes
                         so long as the Company is an unlisted company. The              in economic conditions such as inflation and interest
                         ability of Surf Lakes to offer an exit opportunity for its      rates; changes in market conditions affecting supply
                         shareholders is subject to a number of factors, some of         and demand; changes in laws and regulations, including
                         which are outside the control of the Company. These             taxation and accounting rules; government confiscation
                         factors include the market position and competitive             or expropriation; and natural disasters, social upheaval
                         success of the Company, as well as prevailing equity            and war.
                         market conditions.                                              Events beyond the control of the Company could affect
                         Speculative Investment: Potential investors should              its business and prospects through their impact on
                         consider that an investment in the Company is highly            staff, operating costs, and market conditions generally.
                         speculative and should consult their professional               The Company’s future revenue and operations can be
                         advisers before deciding whether to participate in the          materially affected by these factors, which are beyond
                         Offering.                                                       the control of the Company.
                                                                                         The risks mentioned in this section ought not to be
                                                                                         taken as exhaustive of the risks faced by the Company
                         PANDEMIC RISK                                                   or by investors in the Company. These and other factors
                         The Company’s business strategy is based on                     may materially affect the financial performance of the
                         management’s belief that recreational activities, and           Company and the value of the shares to be issued in the
                         surfing in particular, have universal and growing appeal,       Offering.
                         and that people will be able to avail themselves of
                         opportunities to use wave park facilities.
                         The covid-19 pandemic has challenged some of these
                         assumptions. Travel is difficult and tourism and air
                         travel are greatly reduced as a result of the pandemic.
                         The duration of the pandemic’s effects is as yet still
                         unknown. The first commercial operation of a Surf
                         Lakes CWD unit is expected to be in 2022. Management
PRIVATE & CONFIDENTIAL

                         believes that the effects of the pandemic will likely have
                         subsided by this time.
                         No assurance can be given that the pandemic effects
                         will be over by the time Surf Lakes units are ready for
                         operation, or that Surf Lakes’ customers will be willing

                                                                                                                                                     PAGE 12
02

                                                                                          COPYRIGHT 2021 SURF LAKES
                         COMPANY
                         OVERVIEW
PRIVATE & CONFIDENTIAL

                                    Mark and son Jay Occilupo split Occy’s Peak, a perfect
                                             A-frame wave that barrels both left and right
                                                                                     PAGE 13
COMPANY                                                                                                                              Jay Occhilupo takes to the air on Occy’s right

                                                                                                                                                                                                                    COPYRIGHT 2021 SURF LAKES
                         OVERVIEW

                          2.1 SURF LAKES’ VISION AND PURPOSE                                                       2.2 BACKGROUND, HISTORY AND KEY MILESTONES
                          Surf Lakes’ motto is “Everybody Gets a Break.” Surf Lakes exists to bring value to the   Surf Lakes’ Founder Aaron Trevis first conceived the idea of using concentric waves for
                          community and shareholders via the provision of world-class surfing waves and surfing    surfing, when he was skimming rocks in a lake with his children. A series of tests began,
                          related entertainment in safe, family-friendly facilities. Surf Lakes’ aim is building   starting in a backyard swimming pool, attempting to discover the best shape of device
                          surfing communities, to create a healthier world.                                        needed to create a credible wave.
                                                                                                                   The pool progressed to a 1:10 scale model on a friend’s farm where, with help from Dr
                          Vision: To become the biggest brand in surfing… Sustainably.                             Chris Hawley, another of Surf Lakes’ co-founders, they were able to produce a powered
                                                                                                                   device that could generate well-shaped waves. The success of this model attracted
                          Purpose: Building surfing communities to create a healthier world.                       another founding director, Reuben Buchanan.
PRIVATE & CONFIDENTIAL

                                                                                                                   Sufficient money was raised to produce a much larger 1:5 scale model on a property
                                                                                                                   outside of Melbourne. The tests and the resultant photographs and video were
                                                                                                                   successful, both technically and in attracting further investment into the Company. The
                                                                                                                   succession of larger models has culminated in the construction and development of
                                                                                                                   the full-scale prototype now operating in Yeppoon.
                                                                                                                                                                                                               PAGE 14
COMPANY

                                                                                                                                                                                                                                                               COPYRIGHT 2021 SURF LAKES
                         OVERVIEW
                         NOTABLE MILESTONES

                         2016                                          2018                                       2019                                          2020                                           2021
                                                                                                                                                                •   Former President of Top Golf               •   Florida ETA signed
                         •   Surf Lakes Holdings Ltd is                •   Construction, engineering and lining   •   Exclusive Territory Agreements
                                                                                                                                                                    International Troy Warfield - joins Surf   •   Texas ETA signed
                             incorporated                                  of full-scale prototype in Yeppoon         signed (USA)
                                                                                                                                                                    Lakes Board of Directors                   •   Tennessee ETA signed
                         •   Seed funding raised via Axstra Capital        completed in October                   •   Announcement of commencement
                                                                                                                                                                •   In the first half of 2020, a new liner     •   Israel RFP commenced
                         •   1:5 scale model constructed in            •   Phase 1 commissioning and testing          of negotiation of first full Purchase &
                             Broadford, Victoria                                                                                                                    system was tested and installed
                                                                           October 22                                 License Agreement                                                                        •   Global sales team appointed
                         •   Full-scale CFD modelling begins                                                                                                    •   Changes were also made to several of
                                                                       •   Release of footage – global media      •   Phase 2 commissioning completed                                                          •   Key project delivery and engineering
                                                                                                                                                                    the reefs to improve wave quality
                                                                           received                                   in August                                                                                    staff appointed
                                                                                                                                                                •   In August the highest stroke of
                         2017                                          •   Exclusive Territory Agreement signed   •   Target full sized wave achieved – with
                                                                                                                                                                    the wave machine was achieved,
                                                                           (USA)                                      wave face height of 2.4 metres at The
                         •   Central column testing at 1:5 scale                                                                                                    producing waves at The Island / Level
                                                                       •   Redesign and strengthening of CWD          Island break
                             site                                                                                                                                   5, which were over 2.4m wave-face
                                                                                                                  •   Achieved 15 second rides at Occy’s            height. Surf Lakes believes that this
                         •   Secured 15 hectares of land in
                                                                       						                                         Peak
                             Yeppoon, Queensland                                                                                                                    is the largest wavepool wave ever
                                                                                                                  •   Sunshine Coast Exclusive Territory            produced in the world
                         •   1999 World Champion Mark Occhilupo
                                                                                                                      Agreement (first payment made,            •   Los Angeles License agreement
                             engaged as Ambassador
                                                                                                                      pending contract finalisation) –              signed and paid in mid 2020
                         •   Construction of full-scale prototype in
                                                                                                                      September 2019
                             Yeppoon announced                                                                                                                  •   Nevada License agreement signed in
                                                                                                                  •   First Licensee Demonstrations –               mid 2020
                         •   Work starts on Yeppoon site in
                                                                                                                      October 2019
PRIVATE & CONFIDENTIAL

                             October                                                                                                                            •   New footage and corporate video
                         •   Excavation of full-scale lake                                                                                                          released, resulting in more licensee
                             completed                                                                                                                              inquiries (over 600 in total have been
                                                                                                                                                                    received)

                                                                                                                                                                                                                                                          PAGE 15
COMPANY

                                                                                                                                                                                       COPYRIGHT 2021 SURF LAKES
                         OVERVIEW

                         2.3 THE PROBLEM WITH OCEAN SURFING
                         Surfing participation rates are small when compared to          Surfers and non-surfers alike identified these issues …
                         mainstream sport.                                               • Overcrowding on waves during good swells
                         Currently there are an estimated 35 million surfers             • Poor weather not conducive for good waves
                         worldwide (including bodyboarding and stand up-paddle
                                                                                         • Unavailability of night surfing
                         boarding) who partake in the sport regularly (more than
                         twice per year). This is only 0.5 per cent of the global        • Strong tides and dangerous rips
                         population.                                                     Surf Lakes wave parks provide a solution to all of these
                         In relation to surfing popularity (ie fan-base), it is          problems within a controlled environment, with repeatable
                         estimated that the World Surf League (WSL) attracts             waves at an anticipated rate of 2,000 surfable waves per
                         less than one million viewers to each of its surfing            hour or more, and waves for all levels from beginner to
                         competitions, which over 10 events equates to under 10          expert simultaneously.
                         million viewers per annum.
                         Surfing certainly pales in significance compared to global
                         fan bases of:
                         • Soccer – 4 billion
                         • Tennis – 1 billion
                         • Golf – 450 million
                         The problem or challenge is accessibility to waves or to        Currently, there are an
                         the ocean itself, either due to inland locations or weather
                         patterns that do not produce ridable surf. Also, many non-
                         surfers have identified certain fears that discourage them
                                                                                         estimated 35 million surfers
                         from becoming regular surfers.
                         Surf Lakes conducted a survey of non-surfers in 2018 via
                                                                                         worldwide (including body
                         social media. When asked why they had not tried surfing:
                                                                                         boarding and stand up-paddle
                           • 30 per cent said they did not believe their fitness level
                             met the requirements for ocean surfing                      boarding) who partake in the
                           • 19 per cent said they had a fear of sharks and other
                             dangerous marine life                                       sport regularly (more than twice
                           • 18 per cent said they do not have easy access to the
                             ocean or surfable waves                                     per year). This is only 0.5 per
PRIVATE & CONFIDENTIAL

                           • 17 per cent said they were afraid of the big waves
                                                                                         cent of the global population.

                                                                                                                                                     Jay Occhilupo navigates the barrel
                                                                                                                                                           during a recent test session
                                                                                                                                                                                  PAGE 16
COMPANY

                                                                                                                                                                                                                 COPYRIGHT 2021 SURF LAKES
                         OVERVIEW
                         2.4 THE SURFING BOOM
                         Despite these limitations, over the next 10 years, there is expected to be significant growth in surfing popularity and
                         participation, resulting in an unprecedented boom in the industry. There are three factors that will contribute to this
                         predicted growth:

                         1. TECHNOLOGY                                              2. OLYMPICS                                                3. WAVE POOLS
                          • Global manufacturing at scale has resulted in           Surfing will make its debut appearance in the 2021         There are currently only seven surfing-focused wave
                            cheaper surfboards and accessories, opening up          Summer Olympics in Tokyo, Japan, followed by the 2024      pools in the world that are open to the general public.
                            accessibility to a larger market.                       Olympics in Paris and the 2028 Olympics in Los Angeles.    However, according to Wavepoolmag.com there are
                          • Free, accurate surf forecasts mean surfers know         It is expected that the Tokyo Olympics will have over 4    another 40 wave pools announced, under construction,
                            where to go, and when, up to 14 days in advance.        billion views, which means that more people will watch     or in the planning stages. In the next 10 years the number
                                                                                    surfing at the Olympics than have ever watched surfing     of wave pools could rise dramatically. More wave pools
                          • Social media is raising awareness and driving desire.                                                              will increase accessibility and attract more surfers,
                                                                                    before! This will dramatically raise global awareness of
                          • Dozens of free tutorials on YouTube enable anyone to    surfing.                                                   driving further growth in the surf industry.
                            learn how to surf.                                                                                                 Wave pools can bring the exciting sport of surfing to
                         Technology drives down cost, and increases accessibility                                                              cities and countries that have never experienced surfing
                         and visibility of the sport, which opens up surfing                                                                   before, and provide more consistent conditions in
                         to a broader market. These reduced entry barriers,                                                                    existing surfing areas.
                         together with free information on where and how to surf,
PRIVATE & CONFIDENTIAL

                         encourages more people to enjoy surfing around the
                         world. However, with limited surf breaks, there is often
                         overcrowding at popular surf breaks.

                                                                                                                                                                                                            PAGE 17
Dean Morrison "backdoors" the slab, a level 5 "pro" wave

                                                                                                                                                                                                                COPYRIGHT 2021 SURF LAKES
                         IDEAL ATTRIBUTES OF A WAVE POOL:

                         • Multiple breaks – min two lefts and two rights              2.5 THE SOLUTION TO PROVIDE                                   A Surf Lakes facility will
                         • Multiple wave sizes and variety at the same time            SURFING TO EVERYONE
                         • Ample supply of at least 1,000 waves per hour               IIn a recent survey conducted by Surf Lakes, 83 per cent of   have all of the attributes to
                         • Ocean-like experience – surfing towards the beach,          non-surfing respondents said they would try surfing if:
                                                                                         • They had an opportunity to access a safe and
                                                                                                                                                     meet the criteria mentioned,
                           away from walls and fences, on waves that closely
                           mimic natural ocean waves
                                                                                           controlled environment.                                   providing a sound business
                         • Guaranteed offshore conditions
                                                                                         • They had an opportunity to access quality waves.
                                                                                         • They had an opportunity to access conveniently
                                                                                                                                                     model and solution for
                         • Attractive shoreline frontage for retail, commercial and
                           property development
                                                                                           located sites within 100 km.                              any group wishing to bring
                                                                                       With this in mind, the ideal solution is to construct an
                         • High participant throughput to maximise revenue for         artificial wave making mechanism and lagoon, located on       surfing to their community
                           peak periods such as summer holidays, weekends and          available land near existing population centres whether
                                                                                                                                                     or existing asset.
PRIVATE & CONFIDENTIAL

                           Friday and Saturday nights                                  coastal or land-locked.
                         • Suitable for multiple types of surf craft, not just short
                           boards
                         • Availability of night surfing
                                                                                                                                                                                                           PAGE 18
03

                                                                          COPYRIGHT 2021 SURF LAKES
                         SURF LAKES’
                         TECHNOLOGY
PRIVATE & CONFIDENTIAL

                                       The "pro" level wave is an exciting
                                         challenge for high level surfers.
                                       Former pro Dean "dingo" Morrison
                                                   gets deep in the barrel

                                                                     PAGE 19
SURF LAKES’

                                                                                                                                                                                                       COPYRIGHT 2021 SURF LAKES
                         TECHNOLOGY
                         3.1 HOW SURF LAKES WORKS                                      DIRECT COMPARISON TO COMPETITOR TECHNOLOGIES
                         The Company’s technology produces a variety of high-
                         quality waves that closely mimic those produced in the                                                                                     AMW PERFECT SURF LAKES
                                                                                                                                      KSWC           THE COVE
                         ocean. The number of waves produced, and the enormous                                                                                      SWELL       XL MODEL
                         wave-facing shoreline, makes it an attractive commercial
                         opportunity for potential operators.                          Maximum wave size                              2m             2.1m            1.8m             2.4m+
                         It works by creating concentric waves that radiate
                         outwards from the Central Wave Device (CWD). The waves        Surfable waves per hour                        20             1,000           300              2,000+
                         break upon a variety of submerged reefs and shorelines.
                         Each reef is contoured differently so as to allow the wave    Maximum ride length                            45s (300m)     15s (80m)       8s (60m)         15s (80m)
                         energy to dissipate and therefore to create waves that
                         break at different speeds, shapes and sizes. Up to 10
                         separate surfing waves (five lefts and five rights) can be    Number of outer breaks                         2              4               4                up to 10
                         generated from each pulse of the CWD.
                                                                                       Maximum surfer throughput per hour
                         In the diagram on the following page, each CWD pulse                                                         2              100             15               200+
                                                                                       (10 waves/hour/surfer incl learn-to-surf)
                         creates eight surfable waves, of between 10 and 15
                         seconds in ride length. The inside of each reef is used for
                         those learning to surf, each with up to 10 beginners.
                                                                                       See “Section 5 – Competitor Overview” for further information about competitor technologies.
                         Therefore, in a four-reef configuration, one pulse of the
                         CWD can be utilised by up to 48 surfers – 40 beginners on
                         the inner reefs and eight intermediate to pro on the outer
                         reefs. This maximises wave energy usage, minimising
                         energy cost per wave.
                         The CWD pulses or oscillates up to six times in a row
                         creating sets of waves, much like the ocean. Six pulses,
                         which are each six seconds apart, produce five surfable
                         waves at each break (the first wave is small). So, six
                         pulses over eight breaks creates 40 intermediate to pro
                         waves plus 20 beginner waves, all within 60 seconds.
                         This cycle is repeated every few minutes. Therefore, the
                         Surf Lakes technology is capable of producing over 2,000
                         rideable waves each hour.
PRIVATE & CONFIDENTIAL

                                                                                                                                                                                                  PAGE 20
SURF LAKES’

                                                                                                                                                                                                                           COPYRIGHT 2021 SURF LAKES
                         TECHNOLOGY

                         3.2 ABOUT THE TECHNOLOGY
                         Surf Lakes has invented a revolutionary, proprietary method of producing high-quality surfing waves in a controlled lake environment. By sending large concentric waves over
                         separate reef breaks, a Surf Lakes facility may be capable of producing over 2000 waves per hour. Each wave varies in size, shape and length, allowing surfers of all abilities to surf
                         at once.
                         The science and engineering behind Surf Lakes is truly revolutionary. Unique bathymetric designs of our pool floor mimic nature and help to produce ocean-like waves. The floor
                         design interacts with our patented wave mechanism where one central swell generates up to 10 separate waves to the surrounding reefs and beach breaks.
                         Surf Lakes’ technology is the world’s first multi-break surf park technology, offering up to five different skill levels of waves simultaneously. This allows for surfers of all abilities
                         and a wide variety of surf craft, to surf at the same time, without the need to run different sessions. For Surf Lakes operators, it means maximum options and flexibility for usage.

                         SURF LAKES’ PRODUCTS
                         Surf Lakes has two products, each designed to appeal to different markets and also suit varying locations and site sizes. The two models include the Surf Lakes “standard” model
                         and the Surf Lakes XL model.
                         The advantage of utilising Surf Lakes unique concentric wave making technology, is such that wave making ability stays the same regardless of size, therefore the delivery of
                         maximum wave numbers is maintained. When choosing wave making technology, wave count per hour and wave quality are paramount, which is why a Surf Lakes product is
                         superior to the competition.
PRIVATE & CONFIDENTIAL

                          Surf Lakes XL model                                                                              Surf Lakes Stabdard model

                                                                                                                                                                                                                      PAGE 21
SURF LAKES’

                                                                                                                                                                                                                                         COPYRIGHT 2021 SURF LAKES
                         TECHNOLOGY

                         SURF LAKES’ PRODUCTS - SURF LAKES XL
                         Surf Lakes XL facilities are similar to a ski resort, with waves colour-coded, based on their level of difficulty. Beginners can feel safe and secure knowing which waves to surf as they learn
                         and improve their skills, in a controlled environment. The beauty of our design means you don’t have to wait for a specific session that suits you. We produce waves that suit all levels of
                         ability simultaneously.
                         Surf Lakes XL, has a larger footprint and is designed to cater for the beginner through to pro markets and be capable of catering for large international events such as the Olympics. The
                         larger footprint will allow for Surf Lakes XL models to be built with the notion of becoming a premium surf destination or resort appealing to the beginner, families and also the hard-core
                         surfer. With the potential to house five levels of ability simultaneously, potential wave shapes can include:

                                    LEVEL 1 - BEGINNER                  LEVEL 2 - INTERMEDIATE                    LEVEL 3 - ADVANCED                      LEVEL 4 - EXPERT                           LEVEL 5 - PRO

                           The Beginners area is the white-wa-       The Intermediate wave is a rolling      The Advanced wave is a slightly      The Expert break has a five second      The Pro break is a heavy slab, suit-
                           ter area that rolls through the inside   beach break – a gentle wave that’s      larger wave, with a steeper take-       barrel, followed by a section for    able for high level surfers and body-
                            of the reefs. Beginners can learn to     easy to catch, ride and learn to do    off and more critical sections for   advanced turns. The size, speed and     boarders. It features a steep, difficult
                            paddle, catch waves and stand up.       turns. This wave is also suitable for    advanced turns as well as aerial      power of this break is suitable for     take-off with a fast, heavy barrel.
                                                                                longboarders                          manoeuvres.                      competitions and events.
PRIVATE & CONFIDENTIAL

                                                                                                                                                                                                                                    PAGE 22
SURF LAKES’

                                                                                                                                                                                                                                    COPYRIGHT 2021 SURF LAKES
                         TECHNOLOGY

                         SURF LAKES’ PRODUCTS - SURF LAKES STANDARD
                         Surf Lakes standard has a smaller footprint and is designed to cater for the beginner to intermediate markets. The smaller footprint will allow for Surf Lakes standard models to be built in
                         areas where larger parcels of land are scarce. And with a smaller price tag, while still producing up to 2000 waves per hour, the potential for optimum ROI is high.

                                                LEVEL 1 - BEGINNER                                             LEVEL 2 - INTERMEDIATE                                             LEVEL 3 - ADVANCED

                           The Beginners area is the white-water area that rolls through     The Intermediate wave is a rolling beach break – a gentle         The Advanced wave is a slightly larger wave, with a steeper
                           the inside of the reefs. Beginners can learn to paddle, catch   wave that’s easy to catch, ride and learn to do turns. This wave   take-off and more critical sections for advanced turns as well
                                                waves and stand up.                                       is also suitable for longboarders                                      as aerial manoeuvres.
PRIVATE & CONFIDENTIAL

                                                                                                                                                                                                                               PAGE 23
SURF LAKES’

                                                                                                                                                                                                                             COPYRIGHT 2021 SURF LAKES
                         TECHNOLOGY

                         SURF LAKES’ PRODUCTS - COMPARISON TABLE

                                                            SURF LAKES                     SURF LAKES                                                             SURF LAKES                   SURF LAKES
                                                             STANDARD                          XL                                                                  STANDARD                        XL
                         BASIC SPECIFICATIONS
                                                       Circa US$20m (NB: Pricing      Circa US$30m (NB: Pricing      SURF CRAFT
                         Cost                            will vary subject to site,     will vary subject to site,   Shortboard                                         Yes                          Yes
                                                       country, geotechnics etc)      country, geotechnics etc)
                                                                                                                     Bodyboard                                          Yes                          Yes
                         Dimensions                     155 metres x 125 metres        210 metres x 170 metres
                                                                                                                     Bodysurfing/Handplane                              Yes                          Yes
                         Size (Water Coverage Only)               2 ha                           3.6ha
                                                                                                                     Kneeboard                                          Yes                          Yes
                         Capability                      2000 Waves Per Hour            2000 Waves Per Hour
                                                                                                                     Longboard                                          Yes                          Yes
                         Construction Time Frame              9-12 months                     12 months
                                                                                                                     Waveski                                            TBC                          Yes
                         Max Wave Height                     1.8 – 2 metres                2.4 metres plus
                                                                                                                     Stand-up Paddle                                    TBC                          Yes
                         Max Wave Length                       50 metres                   100 metres plus
                                                                                                                     Surf foil / SUP foil                               TBC                          Yes
                         Ride length time                    8-10 seconds                   10-15 seconds

                         WAVE TYPE AND ABILITY LEVEL
                         Beginner Wave                             Yes                            Yes                OTHER ACTIVITIES
                         Intermediate Wave                         Yes                            Yes                Learn to Swim                                      Yes                          Yes
                         Advanced Wave                             Yes                            Yes                Learn To Surf                                      Yes                          Yes
                         Expert Wave                               No                             Yes                Learn To Dive                                      Yes                          Yes
                         Pro Wave                                  No                       Upon Request             Kayaking                                           Yes                          Yes
                                                                                                                     E-foiling                                          TBC                          Yes

                         WATER TYPE                                                                                  Sailing (small sail and wind surfing)              TBC                          Yes

                         Salt                                      Yes                            Yes                Connected water park (toddler pool
                                                                                                                                                                        TBC                          TBC
                                                                                                                     and slide)
                         Fresh                                     Yes                            Yes
                                                                                                                                                                                          Demonstration and Compe-
                         Other                                    TBC                            TBC                                                         Demonstration, beginner to
                                                                                                                     Events                                                                tition Amateur to Interna-
                                                                                                                                                               intermediate standard
                                                                                                                                                                                                   tional Pro
PRIVATE & CONFIDENTIAL

                                                                                                                                                                                                                        PAGE 24
SURF LAKES’

                                                                                                                                                                                            COPYRIGHT 2021 SURF LAKES
                         TECHNOLOGY

                         KEY ADVANTAGES

                                   ONE OF THE HIGHEST WAVE PRODUCTION LEVELS AVAILABLE:                       SIMULTANEOUS WAVE VARIETY: Surf Lakes facilities have been designed
                                   Surf Lakes’ technology is aiming to produce over 2,000 surfable            to have multiple breaks; simultaneously producing waves for learners
                                   waves per hour suitable for all skill levels.                              through to advanced surfers. Competitor technologies require the
                                                                                                              wave generator to be adjusted to suit a particular level of surfer.

                                   MOST BEACHFRONT: A standard sized Surf Lakes’ wave park is designed
                                   to create at least 800 linear metres of beachfront. This is spread over    LOW SETTLEMENT TIME: Due to the unique reef design of Surf Lakes, the
                                   four distinct beaches and can provide operators with excellent retail,     waves are not affected by backwash from the shoreline or walls.
                                   entertainment and property development opportunities.

                                                                                                              OFFSHORE CONDITIONS GUARANTEED: Because waves break in all
                                                                                                              directions, half of the breaks will always be off-shore, regardless of
                                   EFFICIENT: Surf Lakes’ technology is designed to maximise the return       wind direction.
                                   on energy spend. Each swell pulse can turn into 10 separate waves,
                                   maximising customer participation and throughput.
                                                                                                              POTENTIAL FOR COMPETITIONS: Surf Lakes has the potential to transform
                                                                                                              the running of surf competitions. Heats can be run simultaneously
                                                                                                              across the eight separate breaks, allowing an entire top tier surfing
                                   REALISTIC SURFING EXPERIENCE: Surf Lakes’ concentric wave technology
                                                                                                              event to be completed in one to two days (depending on format). This
                                   is designed to offer the most realistic surfing experience:
                                                                                                              compares to the average time for a top tier ocean or wave pool event
                                     •   The technology mimics ocean ground swells, with waves                of three to five days. Alternatively, fewer breaks could be used for a
                                         coming in sets of two to six                                         surf competition, leaving the remaining waves free for public use.
                                     •   Waves break over specially shaped reefs
                                     •   Surfing towards the beach offers the most natural surfing            MAXIMISE CROWD NUMBERS: With shore breaks potentially on every
                                         environment possible – no sight of walls, cages or mechanisms        side and a perimeter shoreline of over 800 metres, more learners,
                                         nearby                                                               swimmers and bodysurfers will likely be able to enjoy a Surf Lakes
                                   Each wave starts as an A-frame, then peels off both left and right, just   facility at the same time as the main breaks are being surfed;
                                   like a perfect ocean reef break.                                           potentially increasing the crowd numbers and revenue potential for
                                                                                                              the operator.
PRIVATE & CONFIDENTIAL

                                   MAXIMISE RETURN ON CAPITAL INVESTED: With overall construction costs       BEST PROPERTY DEVELOPMENT POTENTIAL: The XL model’s 800 metres of
                                   (excluding surrounds) of approximately US$30 million for the XL model      shoreline potentially allows for property development opportunities
                                   and US$20 million for the Compact model, a Surf Lakes facility is          where every beachfront is looking into the waves. It also may allow
                                   designed to generate a great return on capital invested.                   the operators to segment the park into separate areas, further
                                                                                                              maximising the site and potential uses.

                                                                                                                                                                                       PAGE 25
COPYRIGHT 2021 SURF LAKES
                         Kids learning to surf at the Level 1 Beginner break   Luca Doble surfs the Level 2 Intermediate break

                         Wayne Dart kneeboards the Level 3 Advanced break      Dale Chapman SUP foils across the channel between the breaks
PRIVATE & CONFIDENTIAL

                                                                                                                                              PAGE 26
SURF LAKES’

                                                                                                                                                                                                        COPYRIGHT 2021 SURF LAKES
                         TECHNOLOGY
                         3.3 ENERGY EFFICIENCY
                         One of the interesting elements of the Surf Lakes system     The energy sourcing and balancing is a very important
                         is the energy efficiency of wave creation, and the           element for each site and the goal at each site should
                         opportunity to recycle energy and/or create renewable        be to achieve the status of energy neutral or even net
                         energy to reduce operational costs.                          positive.
                         The CWD is essentially a floating “ship” that is pushed
                         upwards by the pressure in the centre column. After it
                         reaches maximum height, it falls back down and a pulse
                         is generated, creating multiple waves. When the CWD
                         reaches the bottom of the stroke, the buoyancy lifts it
                         again as a simultaneous pressure force is applied to
                         create the smooth upward movement to the desired
                         stroke level (and therefore wave size). The repeated cycle
                         overcomes some of the inertia of the large mass, and the
                         CWD is tuned to move in harmony with the pulsing swells,                                                                                                            le
                                                                                                                                                                                          sib gy
                         thereby minimising the energy required.                                                                                                                       pos ener
                                                                                                                                                                                     re l”
                                                                                                                                                                                  s a da
                         The interaction between the waves and the reefs is also                                                                                               ent “ti
                                                                                                                                                                             rr &
                         cyclic, and is designed to creat efficient motion, minimum                                                                                       cu ve
                                                                                                                                                                      u rn f wa
                         wave disturbance and an opportunity to recover energy                                                                                      t
                                                                                                                                                                  Re rce
                                                                                                                                                                           o
                         from the moving water.                                                                                                                   so
                                                                                                                                                                     u

                         The waves break and dissipate energy over the shallow
                         reefs. The overflow gutters around the shoreline collect
                         the remaining wave energy and water volume, redirecting
                         it to the deeper channels, where the water current flows
                         back out to the centre. The outward wave movement
                         in the channel and the returning flow of water are both
                         sources of kinetic energy that could be utilised for
                         electricity generation.
                         Wind and solar generation are more obvious opportunities
                         for renewable energy generation around the site, using
                         buildings and shade structures for placement of solar
                         cells. Wind turbines can be placed in various locations,
                         including around the CWD on the barrier structures.
                         Energy storage is a possibility because the system
                         uses industrial scale compressors to generate high-
PRIVATE & CONFIDENTIAL

                         pressure air, which must be stored. This compressor and
                         storage system capacity could be scaled such that the
                         compressors may be used to store excess electricity from
                         wind and solar generation. Battery storage is another
                         option that could be utilised to balance the energy use                                                           SOLAR & WIND ON ROOF
                         of the park and to feed back into the grid if desired.
                                                                                                                                                                                                   PAGE 27
SURF LAKES’

                                                                                                                               COPYRIGHT 2021 SURF LAKES
                         TECHNOLOGY
                         3.4 CREATIVE DESIGNS
                         A key advantage of Surf Lakes’ system is its ability to be
                         designed in a layout that best suits the owner/operator.
                         Possible themes for a site are limitless. The lake can
                         be created in various sizes and shapes, within some
                         limitations and obviously subject to budget constraints.
                         Some clients wish to fit their sites into an existing lake   Prototype R&D Facility – Raw Form
                         – where it will be drained so that the bathymetry can be
                         formed and lined, but the natural shoreline shape remains.
                         Others wish to fit the lake profile with natural landforms
                         such as canyons, so a bespoke layout is required. Some
                         have open space and can create a shape to suit. The
                         predominant wind direction/s play a role in design as
                         ideally the client would wish to face the premium breaks
                         into the trade winds, to optimise conditions and therefore
                         revenue potential.

                         ILLUSTRATIVE LAKE SHAPES

                                                                                      Same Location – Natural Theme
PRIVATE & CONFIDENTIAL

                                                                                      Same Location – Futuristic

                                                                                                                          PAGE 28
SURF LAKES’

                                                                                                                                                                                 COPYRIGHT 2021 SURF LAKES
                         TECHNOLOGY
                                                                                  3.5 RELATED BUSINESS AND COMMUNITY IMPACTS
                                                                                                                               Events and Conferences
                                                                                  In addition to creating a surf sports        Surf Lakes has the ability to draw world
                                                                                  industry, a Surf Lakes facility              class water sport events to areas
                                                                                  opens multiple opportunities to the          previously unthought of.
                                                                                  surrounding community.                       Weekly surfing events are a reality,
                                                                                                                               with the potential to attract associated
                                                                                  Surf Lessons and Water Education             advertising and sponsorship
                                                                                  Surf Lakes presents opportunities for        revenues, along with gate takings and
                                                                                  surf coaches, beach marshals and             merchandising. Major surfing events
                                                                                  lifeguards to practice their skills and      can be held throughout the year with
                                                                                  teach others.                                the advantage of knowing that waves
                                                                                  There is also opportunity for the Surf       will always be available. With the ability
                                                                                  Life Saving movement to extend inland        to create consistent waves of varying
                                                                                  and create surf clubs to educate others      shapes and sizes, there is also an
                                                                                  about surf and water safety.                 opportunity to develop entirely new
                                                                                  Advanced surf training for existing          surfing formats with a broader viewer
                                                                                  surfers and pro surfers is also an option,   appeal.
                                                                                  as the waves will be consistent during
                                                                                  the day and night.                           Community Development Opportunities
                                                                                                                               A Surf Lakes facility is a perfect place
                                                                                  Tourism and Accommodation                    to build teams, whether they be school
                                                                                  Having a Surf Lakes unit within a new        groups, community or corporate
                                                                                  or existing them park or water park          groups. A day at a Surf Lakes facility
                                                                                  creates an incredible, world-class           can be included in a corporate training
                                                                                  tourism drawcard. The ability to create      experience or end of year reward.
                                                                                  waves day and night as well as host          Schools located inland can incorporate
                                                                                  international surf events, will captivate    surfing into the normal sporting
                                                                                  and entice people from domestic and          program.
                                                                                  international markets.
                                                                                  Aided by the 360 degree foreshore with       Merchandise and Equipment
                                                                                  a lagoon view, the backdrop is perfect       The potential sale of surf boards, surf
                                                                                  for the creation of short- and long-term     clothing and accessories is another
                                                                                  accommodation.                               upside for profitable surf parks,
                                                                                                                               as thousands of new entrants are
                                                                                                                               introduced to the surfing lifestyle.
PRIVATE & CONFIDENTIAL

                                       Pro-surfer Louie Hynd on his backhand
                                               at the slab, a Level 5 Pro break                                                                                             PAGE 29
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