Notice and disclaimer.

The presentation, flyer or summary document you received ( “Document”) relates to a proposed issue of shares or other securities (together “Securities”) by Phyllome Pty Ltd ABN 43 642 308 030 (“Issuer”). It has been prepared by the Issuer with effect from the date indicated in this Document (“Effective Date”). 

By obtaining a copy of this Document each investor or potential investor (together the “investor”) agrees to the terms and conditions set out in this Notice and Disclaimer section.  If you do not agree to these terms and conditions then you should delete this Document, or otherwise return the Document to the Issuer without reading its contents.  By accepting this Document, each investor agrees to keep its contents confidential and to not use any confidential information contained herein other than for the purposes of making an assessment as to whether to invest in the Issuer and apply for or otherwise acquire Securities.  The forgoing obligations also apply in addition to, and not in substitution for, any other obligation of confidentiality between the parties.  

This Document is not a prospectus or other disclosure document for the purposes of the Corporations Act 2001 (Cth) (“Corporations Act”).  Neither this Document nor any other disclosure document in relation to the Securities has been, or will be, lodged with the Australian Securities and Investments Commission (“ASIC”). The  offering of the Securities has not been, nor will be, examined or approved by ASIC.  The Securities are only being offered for issue to Australian residents who are not acquiring the Securities through a permanent establishment outside Australia and in circumstances where disclosure to investors under Part 6D.2 or 7.9 of the Corporations Act is not required to be made. 

The distribution and use of this Document, including any related advertisement or other offering material, and the offer or sale of Securities may be restricted by law and intending purchasers and other investors should inform themselves about them and observe any such restrictions.  In particular, no action has been taken by the Issuer, its subsidiaries or any of their officers, employees or agents (each a “Relevant Party”) which would permit a public offering of any Securities or distribution of this Document in any jurisdiction. A person may not (directly or indirectly) offer for issue, subscription or sale or issue an invitation to subscribe for or purchase any Securities, nor distribute or publish this Document or any other offering material or advertisement relating to the Securities except if the offer or invitation complies with all applicable laws and directives.

This Document contains only summary information concerning the Issuer and the Securities.  The information contained in this Document is not intended to provide the basis of any evaluation in respect of the Issuer or any Securities and should not be considered or relied on as a recommendation or a statement of opinion (or a report of either of those things) by any Relevant Party that any recipient of this Document should subscribe for, purchase or otherwise deal in any Securities or any rights in respect of any Securities.

An investment in the Securities is designed for investors who invest in businesses similar to the Issuer.  Investors should be aware that, in some scenarios, a return may not be payable on their investment.  Investors should carefully review the content of this Document, together with any risk warnings or additional disclaimers contained therein.  This Document is not investment advice and has been prepared without taking into account the investment objectives, financial situation or particular needs (including financial and taxation issues) of any investor. Each investor contemplating subscribing for, purchasing or otherwise dealing in any Securities or any rights in respect of any Securities should make their own independent investigation of the financial condition and affairs of the issuer, and verify the accuracy of statements contained herein and otherwise obtain their own independent tax, financial and legal advice.  

The Securities have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) (“U.S. Securities Act”).  The Securities may not be offered, sold, delivered or transferred, at any time, within the United States of America, its territories or possessions or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act). No action has been taken in any jurisdiction that would permit a public offering of any of the Securities, or possession or distribution of this Document or any other offering material in any country or jurisdiction. Persons into whose hands this Document comes are required by the Relevant Parties to comply with all applicable laws and directives in each jurisdiction in which they purchase, offer, sell, resell, reoffer or deliver Securities or have in their possession or distribute or publish the Document or other offering material.

This Document does not, and is not intended to, constitute an offer or invitation by or on behalf of any Relevant Party to any person to subscribe for, purchase or otherwise deal in any Securities.  The Securities will only be issued if and when an investor and the Issuer enter into a Subscription Agreement or other relevant transaction documents relating to the same.  The Issuer may refuse an offer of investment from an investor for any reason whatsoever and without notice to the investor.  

Information set out in this Document is based on an assessment of present economic and operating conditions, and on a number of assumptions and contingencies that are subject to change without notice and involve known and unknown risks and uncertainties and other factors which are beyond the control of the Issuer and other Relevant Parties. They are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance.  Any or all of the Issuer’s forward-looking statements may turn out to be inaccurate.  

The information contained in this Document is prepared as of its Effective Date.  Neither the delivery of this Document nor any offer, issue or sale made in connection with this Document at any time implies that the information contained in it is correct, that any other information supplied in connection with the Securities is correct or that there has not been any change (adverse or otherwise) in the financial conditions or affairs of the Issuer at any time subsequent to the Effective Date.  In particular, the Issuer is under no obligation to any person to update this Document at any time including after an issue of Securities.