Digital Securities Token Offer The Disclaimers
This Information Memorandum has been prepared on the behalf of Jonny Peters Pty Ltd ACN 99 149 108 234 in relation to the digital security token “Dream Frames” (DST) . No warranty, express or implied, is made by its directors, officers, employees, advisors or agents as to the accuracy of the information and assumptions set out in the Memorandum or the conduct of any part of government or any private entity nor does the Memorandum purport to contain all the information that a prospective investor should consider in relation to this investment. Intending investors should make their own enquiries to ascertain whether the information contained in this Memorandum is either accurate or complete and meets the requirements of their particular investment criteria.
The information set out in this Memorandum is being provided on a strictly confidential basis to you and only you and must not be used for any other purpose than evaluating your prospective interest in the DST.
The Memorandum is provided on the express basis that it does not purport to provide all the information which you may require to evaluate or make an investment decision, and that you will carry out your own independent inquiries and investigations and make your own independent decisions regarding investing in the DST. Jonny Peters Pty Ltd ACN 99 149 108 234 strongly recommend you review and satisfy yourself in respect of the risks associated with an investment in the DST.
This document is not a prospectus. It is intended to be an Information Memorandum setting out details of an investment in an Australian DST titled ‘ Dream Frames ’ for “sophisticated investors” and “Professional Investors” as that term is defined in the Corporations Act 2000 (Corporations Act) and only for such investors. To qualify as a “Sophisticated” Investor, you must have:
· Net assets of at least $2.5million, 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.
Furthermore, the project will not be a registered managed investment scheme for the purposes of the Corporations Act 2001.
Tax Consequences - Investors to Make Independent Investigations
The taxation consequences of an investment in the DST will depend upon the Investor’s particular circumstances. It is an obligation of investors to make their own enquiries concerning the taxation consequences of an investment in the DST. The production company is not in a position to give tax advice or estimate the tax consequences of this investment for any individual investor. The production company recommends that all prospective investors consult their personal tax advisors regarding the projected tax consequences of this investment.
It is the responsibility of all persons to satisfy themselves of the particular taxation treatment that applies to them by consulting their own professional tax advisers before investing in the DST. Taxation consequences will depend on particular circumstances. Neither Jonny Peters Pty Ltd ACN 99 149 108 234 nor any of its officers, employees, agents and advisers accepts any liability or responsibility in respect of the taxation consequences connected with an investment in or dealing with an entitlement in the DST.
Risk Warning
Investment in digital security tokens is risky.
Investment in these types of ventures is speculative and carries high risks.
You may lose your entire investment, and you should be in a position to bear this risk without
undue hardship.
Even if the token is successful, the value of your investment and any return on the investment
could be reduced if the company issues more tokens.
Your investment is unlikely to be liquid. This means you are unlikely to be able to sell your tokens
quickly or at all if you need the money or decide that this investment is not right for you.
Even though you have remedies for misleading statements in the offer document or misconduct
by the company, you may have difficulty recovering your money.
There are rules for handling your money. However, if your money is handled inappropriately or the person operating the platform on which this offer is published becomes insolvent, you may have difficulty recovering your money.
Ask questions, read all information given carefully, and seek independent financial advice before committing yourself to any investment.
Investors wishing to participate in this digital security token sale must fit one of the following criteria! By participating in the sale of the digital securities token 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 the USA - Accredited Investors Only The federal securities laws define the term "Accredited Investor" in Rule 501 of Regulation D (SEC) as: 1. A bank, insurance company, registered investment company, business Development Company, or small business investment company; 2. 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; 3. A charitable organization, corporation, or partnership with assets exceeding $5 million; 4. A director, executive officer, or general partner of the company selling the securities; 5. A business in which all the equity owners are accredited investors; 6. 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; 7. 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 8. A trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes. Investors From Australia - Sophisticated Investors, Professional Investors or Eligible International Investors. 1.) International Investors (Outside Australia) International Investors may make investments into Australian companies at their own discretion. 2.) Investors within Australia however must comply with the following: For Sophisticated Investors - Section 708 - 8 of the Corporations Act 2001. Sophisticated Investors need to be certified by a qualified accountant as having $2.5 Million dollars AUD in net assets, or an annual gross income of $250,000 AUD for the past two years. Certification required! 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! Investing in new business carries high risk and is speculative. Information listed herein is not intended to be the only information on which you make your investment decisions for the purpose of subscribing for or buying securities. 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. 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 token on sale 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. Having no formal market, the digital security token can only be sold or transferred by private treaty. This may be done at any time. The provider of this information implies no guarantees or warranties. 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.
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