Important Notices
To participate in the Digital Security purchase you Agree that you meet one of the following criteria!
Eligible Investors -Accredited, Sophisticated, Professional, High Net Worth or Exempt Investors! Please scan down to check the regulations pertaining to your country or locality!
Investors From Australia - Sophisticated Investors, Professional Investors or Eligible International Investors. Investors within Australia must comply with the following: You must be:
“Sophisticated Investors” and “Professional Investors” as that term is defined in the Corporations Act 2001 (Corporations Act).
To qualify as a “Sophisticated” Investor, you must have: Net assets of at least $2.5 million, or a gross income for each of the last 2 financial years of at least $250,000, and Provide a certificate from a Qualified Accountant confirming one of the above. Or For Professional Investors - Section 708 - 11 of the Corporations Act 2001.
Professional Investors need to be certified by a qualified accountant as being a professional body with at least $10,000,000 AUD under Management. Certification required!
Any documentation provided is not a substitute for a prospectus or any other notice required under the Corporations Act 2001 (Australia) or any other relevant law.
“Sophisticated or Professional Investors” you should make further inquiries to make sure you get all the information you need to decide whether or not to invest. This may include getting further information such as accounts, business plans, information about ownership of intellectual property, or expert opinions including valuations, auditor’s reports and checking information which has already been provided to you before you decide to invest in an opportunity by subscribing to or investing in securities.
You are strongly advised to take appropriate professional advice.
There is no established market for the digital securities in this company and a 10 day cooling off period applies to any application forms or contractual agreements.
The information provided has been prepared by, or on behalf of, the business seeking capital. ASIC has not reviewed or vetted this information to ascertain whether it is reliable, accurate or complete.
The provider of this material has not necessarily reviewed or vetted the material. The provider of this information implies no guarantees or warranties. Furthermore, the project will not be a registered managed investment scheme for the purposes of the Corporations Act 2001.
Excluded Offer
This IM is dated 03/03/2025. It has not been nor will be lodged with ASIC. It does not constitute a prospectus or other disclosure document within the meaning of Chapter 6D of the Corporations Act.
Any offer of securities of the Company contained in this IM is an offer of securities which does not require disclosure to investors under Part 6D.2 of the Corporations Act and is therefore only to those persons in those situations listed in Section 708 of the Corporations Act.
NOTE no more than 20 shareholders and no more than $2m raised to use this provision.
Overseas Shareholders
This IM does not constitute an offer of securities for issue or sale or an invitation to apply for the issue of securities or to purchase securities in any jurisdiction in which, or to any person to whom, it would be unlawful to make such an offer or invitation.
This IM does not constitute an offer in any place in which, or through any person to whom, it would not be lawful to make such an offer.
Investors From the USA - Accredited Investors Only
The federal securities laws define the term "Accredited Investor" in Rule 501 of Regulation D (SEC) as:
A bank, insurance company, registered investment company, business Development Company, or small business investment company;
An employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
A charitable organization, corporation, or partnership with assets exceeding $5 million;
A director, executive officer, or general partner of the company selling the securities;
A business in which all the equity owners are accredited investors;
A natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase;
A natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or
A trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
Investors From New Zealand
Individuals who are certified as being 'High Net Worth Individuals', or 'Sophisticated Investors' as defined by the Financial Services & Markets Act 2000, or are non-NZ residents (in which case they must act in conformity with any relevant laws in their country of residence).
Investors From Singapore
Investors must be certified as a "High Net Worth Individual", "Accredited Investor", or "Sophisticated Investor" under Singaporean Securities Law.
Investors From Austria
Investors must be certified as "Accredited Investors" under the relevant Austrian Securities Law.
Investors From Canada
Sophisticated investors investing in exempt distributions vary from province to province, rule 45-501 issued by the OSC (Ontario Securities Commission) can be referenced as an effective guideline to determine who meets the criteria.
Investors From The U.K.
Private High Net Worth Investors or Sophisticated Investors. Private investors are assumed to possess a certificate of "High Net Worth" or "Sophistication" as set in articles 48 and 50 of the Financial Services and Market Act 2000 (Financial Promotions) Order 2001.
Investors Other Countries
In general, similar qualifications are required in many other countries, requiring potential investors to be Investors must be certified as a "High Net Worth Individual", "Accredited Investor", or "Sophisticated Investor". And you should seek appropriate legal advice in relation to your obligations within your country of origin or within any country that you are seeking potential investors from.
Confidentiality
The information contained in this IM is being provided on a confidential basis to the recipient solely for the purpose of evaluating an investment in Dream Channel digital securities (the "AI Dreams") marketed by Jonny Peters Ltd (Company).
By accepting a copy of this IM the recipient agrees, for itself and its related bodies corporate and each of their management, officers, employees, agents, representatives and advisers, to maintain the confidentiality of this information.
Any reproduction or distribution of this IM, in whole or in part, or any disclosure of its contents, or use of any information contained in this IM for any purpose other than to evaluate an investment in the Company, is prohibited.
Status of IM
The information contained in this IM or subsequently provided to the recipient whether orally or in writing by, or on behalf of the Company, or any of their respective Management, officers, employees, agents, representatives and advisers (the "Parties") is provided to the recipient on the terms and conditions set out in this notice.
The information contained in this IM has been furnished by the Company and other sources deemed reliable but no assurance can be given by the Parties as to the accuracy or completeness of this information. To the full extent permitted by law:
(a) no representation or warranty (express or implied) is given; and
(b) no responsibility or liability (including in negligence) is accepted, by the Parties as to the truth, accuracy or completeness of any statement, opinion, forecast, information or other matter (whether express or implied) contained in this IM or its appendices or as to any other matter concerning them.
To the full extent permitted by law, no responsibility or liability (including in negligence) is accepted by the Parties: (a) for, or in connection with any act or omission, directly or indirectly in reliance upon; and (b) for any cost, expense, loss or other liability, directly or indirectly, arising from, or in connection with, any omission from or defects in, or any failure to correct any information, in this IM or any other communication (oral or written) about or concerning them, or the issue of securities in the Company.
The delivery of this IM does not under any circumstances imply that the affairs or prospects of the Company or any information affecting it. have been fully or correctly stated in this IM or have not changed since the date of this IM or since the date at which the information is expressed to be applicable.
No responsibility or liability (including in negligence) is assumed by the Parties for updating any such information or to inform the recipient of any new information of which the Parties may become aware.
Forward-Looking Statements
This IM contains forecasts and other forward-looking statements concerning the Company. These statements are based on a number of assumptions, expectations and estimates developed by the Company that, while considered reasonable by the Company, are inherently subject to significant uncertainties and contingencies, many of which are beyond the Company's control or reflect future business decisions which are subject to change.
Recipients of this information are advised that the forecasts included in this IM are forward-looking statements and therefore are inherently speculative. Due to the subjective judgments and inherent uncertainties of statements about future events, there can be no assurance that the Company's actual future results, or subsequent forecasts, will not vary significantly from the forecasts and other forward-looking statements set out in this IM.
The inclusion of the forward-looking statements set out in the IM should not be regarded as a representation or warranty with respect to their accuracy or the accuracy of the underlying assumptions or that the Company will achieve or is likely to achieve any particular results.
No Recommendation
The provision of this IM is not and should not be considered as a recommendation in relation to an investment in the Company or that an investment in the Company is a suitable investment for the recipient.
Investor Enquiries
This IM does not purport to provide all of the information the recipient may require in order to evaluate an investment in the Company. Recipients should make their own enquiries and evaluations they consider appropriate to verify the information contained in the IM and to determine the suitability of an investment in the Company (including regarding their investment objectives, financial situation, and particular needs) and should seek all necessary financial, legal, tax and investment advice.
Recipients of this IM are cautioned that the Company is an early stage company and that any investment in the Company carries risk.
No Listing
No application for quotation of the New Shares offered under this IM on ASX will be made.
Liquidity
Liquidity of the securities of the Company offered under this IM cannot be guaranteed.
Definitions
Definitions of certain terms used in this IM appear in Section 7.
SUMMARY OF IMPORTANT DATES
a) Information Memorandum and application forms issued (TBA)
b) Intended closing date for lodgement of applications (TBA + 1 month)
c) Intended date for issue of Digital Securities (TBA + 2 months)
The Company reserves the right to withdraw the issue at any time and refund acceptance moneys to applicants without interest. The Company may close this offer early or extend the closing date for acceptances. In such case the important dates listed above will be affected
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