CHIA HOLDINGS - World leaders in chia product development

Offer Document

Investors' notes

(a) In any Stage of capital raising being undertaken, the pricing of the securities provides investors with a guide only and the price paid for securities will always be a matter for negotiation between the parties.

The information contained in this Publication about the proposed business opportunity and the securities or scheme interests is not intended to be the only information on which the investment decision is made and is not a substitute for a disclosure document, Product Disclosure Statement or any other notice that may be required under the Corporations Act 2001, as that Act may apply to the investment. Detailed information may be needed to make an investment decision, for example: financial statements; a business plan; information about ownership of intellectual or industrial property; or expert opinions including valuations or auditors' reports.

(b) A prospective investor is strongly advised to make further enquiry about this investment as well as seek professional advice before accepting an offer for issue or sale of any securities or scheme interests. This opportunity is being promoted in accordance with the provisions of the Australian Securities and Investments Commission – Class Order 02/273.

Class order warning and investors' notes

In any Stage of capital raising being undertaken, the pricing of the securities provides investors with a guide only and the price paid for securities will always be a matter for negotiation between the parties. The Company makes no representation about the underlying value of securities on offer. Prospective investors must make their own assessment about whether the price of the securities being offered represents fair value.

(a) Investment in new business carries high risks. It is highly speculative and before investing in any project about which information is given, prospective investors are strongly advised to take appropriate professional advice.

(b) The information contained in this publication has been prepared by or on behalf of the Company. SME Capital & Securities Pty Ltd has not undertaken an independent review of the information contained in this publication.

(c) The information contained in this publication about the proposed business opportunity and the securities or scheme interests is not intended to be the only information on which the investment decision is made and is not a substitute for a disclosure document, Product Disclosure Statement or any other notice that may be required under the Corporations Act, as the Corporations Act may apply to the investment. Detailed information may be needed to make an investment decision, for example: financial statements; a business plan; information about ownership of intellectual or industrial property; or expert opinions including valuations or auditors' reports.

(d) Prospective investors should be aware that no established market exists for the trading of any securities or scheme interests that may be offered.

(e) Prospective investors are strongly advised to take appropriate professional advice before accepting an offer for issue or sale of any securities or scheme interests.

(f) This publication is subject to the Class Order.

Forward-looking statements

Except for historical information, there may be matters in this publication that are forward-looking statements. Such statements are only predictions and are subject to inherent risks and uncertainty.

Forward-looking statements, which are based on assumptions and estimates and describe the Company’s Future plans, strategies, and expectations are generally identifiable by the use of the words ‘anticipate’, ‘will’,‘believe’, ’plan’, ‘estimated’, ‘expected’, ‘intend’, ‘seek’, ‘projected’ or similar expressions. Investors are cautioned not to place undue reliance on forward-looking statements.

By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties both general and specific that contribute to the possibility those predictions, forecasts, projections and other forward-looking statements will not occur. Those risks and uncertainties include factors and risks specific to the industry in which the Company operates as well as general economic conditions and prevailing exchange rates and interest rates.

Actual performance or events may be materially different from those expressed or implied in those statements. All forward-looking statements attributable to the Company or persons acting on behalf of the Company are expressly qualified in their entirety by the cautionary statements in this Notice.

Except as expressly required by the Corporations Act (2001) of the Commonwealth of Australia, the Company undertakes no obligation to publicly update or revise any forward-looking statements provided in this publication whether as a result of new information, future events or otherwise, or the risks affecting this information.

None of the Company, its officers or any person named in this publication with their consent, or any person involved in the preparation of this publication, makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward-looking statement except to the extent required by law. The forward-looking statements reflect the views held only as at the date of this Offer Document

Legal juristiction

This Offer Document does not constitute an offer of securities in any jurisdiction where, or to any person whom, it would not be lawful to issue the Offer document or make the offer. It is the responsibility of any Applicant outside Australia to ensure compliance with all laws of any country relevant to their Application and any such Applicant should consult their professional advisors as to whether any government or other consents are required or whether any formalities need to be observed to enable them to apply for and be allotted any securities.

No action has been taken to register or qualify the Securities or the Offer or otherwise to permit a public offering of the securities on offer in any jurisdiction outside Australia.