Family & Friends Offer
FAMILY AND FRIENDS OFFER
Climateers – On a mission to keep 1.5C alive by catalysing Climate Solutions implementation
Introduction
On March 22nd Climateers Pty Ltd initiated our soft seed at the Climate Investor Forum at the MCG with a mission to significantly positively impact global efforts to solve the Climate Crisis and keep the possibility of limiting global warming to 1.5C alive.
Out team (which currently consists of 4 co-founders based in Australia and USA) has developed a Climate Crisis Blueprint process to dramatically catalyse the implementation of Climate Solutions in local communities around the world.
Our Theory of Change is to create a social tipping point of support for the Businesses, Non Profits and other organizations working on more than 300 Climate solutions such as Food Waste and Energy storage. We provide organizations with the systems, tools and access to human and financial resources to amplify their impact.
A key strategy to our global rollout is to create a movement of people and organizations who join Climateers and own a shareholding in the company as investors or via employee share options.
We will seed a series of rolling Crowd Equity funding campaigns to issue shares in the parent company and its subsidiary companies.
The first campaign will open in May and will offer up to 1 million shares at A$1.00 a share (representing 10% of the parent company) and product packages for A$100 (approx. US$70)
This will be followed by a Crowd Equity Funding campaign for Food Waste Climateers Pty Ltd as the next of several crowd equity funding campaigns offering shares in subsidiary companies. The product packages are then ‘paid forward’ to Businesses and Non-Profit organizations to onboard them with no out-of-pocket expenses to our platform and provide them a product suite to scale their impact.
This is outlined in more detail on our seed website: seed.climateers.com as is the value propositions for investors
The main website at Climateers.com and a prototype solutions website at FoodWaste.Climateers.com will be expanded over the coming weeks.
It is proposed that later this year, the second phase of the Crowd Equity funding campaign for the Climateers Pty Ltd will be seeded with a further 1 million shares at $4.00 a share (representing another 10% of the company and a four-fold increase in valuation)
Climateers Convertible Note offer
The Crowd Equity Funding campaign that starts in April, prior to this we are inviting family and friends a preferential opportunity to become Climateer shareholders via a convertible note loan agreement. (Definition :: Tax implications)
The details are available in the agreement document (Appendix B)
In summary an offer has been created to minimize risk to family and friends that would like to participate and to provide a discount compared to other later stage investors.
We are accepting 2 year unsecured loans at 6% interest p.a. (paid quarterly) on amounts between $2,000 and $20,000, to a total of $200,000 at which point no further loan agreements will be entered into.
For each $1 loaned a convertible note will be issued.
Each $1 loaned a convertible note will be issued which will provide the participant the following benefits:
- A bonus share for each dollar loaned which will be issued at the completion of the initial crowd equity funding campaign that begins March 22nd (refer website and Appendix A for more information about the Crowd equity Funding campaign)
- The option to convert the note to additional shares at a discounted cost of $1.00 compared to the issue price of $4.00 in the phase 2 Crowd Equity funding campaign. The successful completion of this campaign is the ‘trigger event’ which may occur later in 2023
- 6% interest paid quarterly until the trigger event or the maturity date (2 years after issuance), whichever is the earlier
At the trigger event or maturity date, the participant can convert the note to shares or request full repayment of the loan and retain the bonus shares and interest payments made to date.
The loan is an unsecured loan to the company Climateers Pty Ltd.
To reduce the risk that loans cannot be repaid when due, 50% of all sales proceeds (including subsequent crowd equity funding rounds) will be put into a separate bank account in escrow until the total amount loaned from all participants has accrued. In the event there are sufficient funds, people will be able to withdraw their loan prior to the trigger event of maturity date should they so wish and retain their bonus shares.
In summary as an example; If $5,000 was loaned for 2 years via the convertible loan, $75 a quarter in interest would be paid, 5000 shares would be issued (after the first phase crowd equity campaign is finished) and the participant would have the option to withdraw their loan or convert it to a further 5,000 shares (at $1 per share) either at the trigger event of the raising of $4 million at $4 a share or the maturity of the loan. It would need $400,000 of sales in the crowd equity funding campaign sales to accrue the $200,000 to be held in escrow to secure funds loaned.
To assist a decision on the attractiveness of the offer we have outlined in Appendix A, the marketing campaigns that will be initiated to maximise the likelihood that the Crowd equity funding campaign will be sold out at $1 million.
Appendix B is the Convertible note agreement. Appendix C outlines use of loan proceeds.
These documents can be downloaded for offline review