PRIVATE PLACEMENT MEMORANDUM

DELT Coin Pty Ltd

Broulee, New South Wales – Real Estate Acquisition & Development

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1. CONFIDENTIALITY & NOTICE

This Private Placement Memorandum (“PPM”) is confidential and has been prepared solely for the purpose of evaluating a private investment opportunity offered by DELT Coin Pty Ltd (the “Company”).

This PPM may not be reproduced, distributed, or disclosed, in whole or in part, to any person other than the recipient without the prior written consent of the Company.

This offering is made solely to wholesale and/or sophisticated investors (as defined under the Corporations Act 2001 (Cth)) and is not a public offering.

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2. EXECUTIVE SUMMARY

DELT Coin Ventures Pty Ltd is offering select private investors the opportunity to participate in the acquisition and development of a large-scale coastal real estate asset located in Broulee, New South Wales, Australia.

The investment strategy focuses on:

• Acquiring an income-producing property

• Expanding accommodation and hospitality operations under an approved development framework

• Structuring investor participation through a private, asset-backed ownership and revenue participation model

Investor interests are recorded and administered through a digital tokenised ledger system, used solely for internal ownership validation and administrative transparency.

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3. THE OFFERING

The Company is conducting a private capital raise structured in two distinct rounds:

Round One – Acquisition Capital

• Target raise: USD $5,000,000

• Investor commitment: USD $50,000 per investor

• Intended participants: Up to 100 investors

• Purpose: Property acquisition only

Round Two – Development Capital

• Target raise: USD $5,000,000

• Participation limited to approved investors

• Purpose: Staged development and expansion

The Company reserves the right to accept or reject any subscription in whole or in part.

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4. INVESTMENT PROCESS

Each investor is required to complete the following process:

1. Submit an investor access request

2. Undergo eligibility review

3. Execute a Subscription Agreement

4. Fund the initial commitment

The initial commitment consists of:

• USD $10,000 buy-in (administrative, legal, and structuring costs)

• Remaining USD $40,000 payable within 30 days of acceptance

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5. THE ASSET

The underlying asset is a coastal landholding of approximately 106 acres located in Broulee, NSW, featuring:

• Existing short-term rental accommodation

• Active cash-flow operations

• Approved development planning allowing expansion of accommodation and hospitality facilities

The property is located within close proximity to established amenities and premium beachfront access.

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6. DEVELOPMENT STRATEGY

The development strategy is phased and capital-disciplined, comprising:

• Post-acquisition operational stabilisation

• Staged construction of additional accommodation units

• Hospitality, entertainment, and experiential facilities

Development capital is deployed only after acquisition is complete, reducing early-stage exposure.

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7. USE OF FUNDS

Round One

• Property acquisition

• Transaction costs

• Initial operational expenses

Round Two

• Construction and development

• Hospitality and entertainment infrastructure

• Operational scaling

No funds raised in Round One will be used for speculative development activities.

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8. OWNERSHIP & ECONOMIC INTERESTS

Each approved investor will be allocated an economic interest equivalent to 0.5% of the project, subject to the terms of the Subscription Agreement.

Investor participation includes:

• Proportional participation in distributable net operating income (if any)

• Proportional participation in long-term asset value

No investor will have management or operational control.

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9. TOKEN STRUCTURE (ADMINISTRATIVE ONLY)

The Company utilises a private digital token system solely as an internal record of economic interests.

The token:

• Does not represent public equity

• Is not offered for public trading

• Does not guarantee liquidity

• Is not a substitute for legal ownership documentation

All investor rights are governed exclusively by written agreements.

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10. MANAGEMENT & GOVERNANCE

The project is managed by DELT Coin Pty Ltd, which retains full authority over:

• Asset operations

• Development execution

• Financial administration

• Strategic decision-making

Investor protections are provided through contractual rights, reporting obligations, and governance structures.

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11. DISTRIBUTIONS

Distributions, if any, are:

• Determined at the discretion of management

• Subject to project performance, cash reserves, and operational requirements

• Expected to be assessed on a quarterly basis

No distributions are guaranteed.

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12. RISK FACTORS

Investing in the Company involves significant risk, including but not limited to:

• Real estate market risk

• Development and construction risk

• Regulatory and planning risk

• Liquidity limitations

• Operational execution risk

Prospective investors should carefully review all risks and seek independent advice.

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13. LEGAL & REGULATORY MATTERS

This offering is made in reliance on exemptions applicable to wholesale and sophisticated investors under Australian law.

The Company does not provide financial, legal, or tax advice.

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14. GOVERNING LAW

This PPM and all related agreements are governed by the laws of New South Wales, Australia.