closed group investment proposition

Closed GroupInvestment Proposition

PRIVATE AND CONFIDENTIAL

JULY/AUGUST 2016

“Imagine, Nelson as NEW Zealand’s premier

outdoor concert location”

Let’s put the centre of New Zealand

centre stage again

PETER GABRIEL, SIMPLY RED ANNIE LENNOX, DON HENLEY, FLEETWOOD MAC, MARK KNOPFLER, JAMES TAYLOR, ROGER WATERS, STING, TOM WAITS, VAN MORRISON, TONY JOE WHITE, LEONARD COHEN, DAVID GRAY, BRUCE HORNSBY . . .

THE VISION...Showcase Nelson will stage all day entertainment events throughout the year that will eventually incorporate a food and beverage festival ‘Taste Nelson’’, a celebration of regional produce, combined with live music from New Zealand and international artists.

There is an audience, between the ages of 30 - 50 years old, who want high quality, live acts to perform in the Nelson area. We want to create events that have a culture and a set of values that are friendly, welcoming and constantly evolving for this key demographic.

Is the concept scalable? We believe so.While Nelson has a fixed accommodation capacity,by staging more events we attract differentaudiences to the region.

The ten-year financial forecast only accounts forone event per annum. Once the first eventestablishes momentum, we will add additionalevents. Each event will be a separate businessproposition and managed as a separate financialentity

The economic impact spreadsheet forecasts our tenyear projection with multiple events staged perannum.

THE GOALAttract twenty investors to support ShowcaseNelson, which will provide the capital for thecompany to achieve the following goals

• Be profitable

• Provide a return on investment for the investors,

• Give people constructive reasons to visit Nelson

• Inject significant dollars into the local economy

• Create events with a WOW factor

Our aim is to have both the investor andsponsorship funding secured by the end of August2016.In year one we are seeking to stage, Sunny Side Up,at Trafalgar Park from 4 pm to 9 pm on the Saturday 25th of February 2017. Year one serves to satisfy theinvestors and attendees of our capability.

the

big

Idea

CREATE EVENTS WITH A WOW FACTOR

Additional events at this stage are:

A number of autumn and winter events, WoolshedSessions, Appleshed Sessions and CiderhouseBlues.

There is a natural story around bringing countrymusic home. Tex Morton (stage name of NewZealand’s largest country star) was born and isburied here in Nelson. The vision is to stage a fiveto seven day country music festival anchored with amajor Country artist.

We already have an agreement in place with boththe Mission Concerts and the Bowl of Brooklands topartner with them, creating a North Island/SouthIsland exclusivity structure. Both parties arealready negotiating with artists for 2017.

Eventually Showcase Nelson will develop a uniqueoutdoor venue to create a setting for events thatwill attract artists and attendees to Nelson thatNelsonians are proud of, similar to New Plymouth’sBowl of Brooklands.

We need Nelson to take ownership of the event andin return Showcase Nelson will be seen to besupporting the community.

To t

he F

utur

e

Based upon data sourced from Nelson TasmanTourism, our conservative projections indicatethat Showcase Nelson could deliver an economicimpact of:

• 55,000 visitors by year six; 114,000 by year ten*

• 82,000 bed nights by year six; 430,000 by year ten*

• $50M by year six; $118M by year ten into the regional economy*

These figures assume

A 4 day/3 night stay

* Please see attached estimate spreadsheet

Econ

omic

Impa

ct

PAGE 8

Base

d on

one

eve

nt (S

unny

Sid

e U

p) p

er a

nnum

.

ShowcaseNeslon-EconomicImpactEstimates

EventSize EstimatedVisitor% VisitorNumbers SpendPerDay* 3nightstay EconomicImpact Total BedNights BedNights TimingYearOne PerEvent ByYear Bed/unitnights BedNightP/A

SunnySideUp 12,000 15% 1800 $125 3 $675,000 $675,000 2700 2700 NovYearTwo

WoolshedSessions 6000 15% 900 $124 3 $334,800 1350 JulySunnySideUp 15000 25% 3750 $125 3 $1,406,250 $1,741,050 5625 6975 Nov

YearThree WoolshedSessions 6500 25% 1625 $140 3 $682,500 2438 JunAppleshedSessionsFolk/Bluegrass/Celtic 6500 25% 1625 $135 3 $658,125 2438 AugSunnySideUp 18000 40% 7200 $125 3 $2,700,000 $4,040,625 10800 15675 Nov

YearFour TasteNelson 24000 50% 12000 $150 3 $5,400,000 18000 MarchWoolshedSessions 7000 40% 2800 $140 3 $1,176,000 4200 JunAppleshedSessionsFolk/Bluegrass/Celtic 7000 40% 2800 $140 3 $1,176,000 4200 AugSunnySideUp 24000 50% 12000 $125 3 $4,500,000 $12,252,000 18000 44400 Nov

YearFive TasteNelson 25000 60% 15000 $150 3 $6,750,000 22500 MarchWoolshedSessions 7500 40% 3000 $140 3 $1,260,000 4500 MayAppleshedSessionsFolk/Bluegrass/Celtic 7500 40% 3000 $140 3 $1,260,000 4500 JulyCiderhouseBlues 7500 40% 3000 $140 3 $1,260,000 4500 SeptSunnySideUp 25000 60% 15000 $125 3 $5,625,000 $16,155,000 22500 58500 Nov

YearSix TasteNelson 25000 60% 15000 $150 3 $6,750,000 22500 MarchWoolshedSessions 8000 40% 3200 $140 3 $1,344,000 4800 MayAppleshedSessionsFolk/Bluegrass/Celtic 8000 40% 3200 $140 3 $1,344,000 4800 JulyCiderhouseBlues 8000 40% 3200 $140 3 $1,344,000 4800 SeptSunnySideUp 25000 60% 15000 $125 3 $5,625,000 $16,407,000 22500 59400 Nov

YearSeven TasteNelson 25000 60% 15000 $150 3 $6,750,000 22500 MarchWoolshedSessions 8000 40% 3200 $140 3 $1,344,000 4800 MayAppleshedSessionsFolk/Bluegrass/Celtic 8000 40% 3200 $140 3 $1,344,000 4800 JulyCiderhouseBlues 8000 40% 3200 $140 3 $1,344,000 4800 SeptSunnySideUp 25000 60% 15000 $125 3 $5,625,000 $16,407,000 22500 59400 Nov

YearEight TasteNelson 26000 60% 15600 $150 3 $7,020,000 23400 MarchWoolshedSessions 8000 40% 3200 $140 3 $1,344,000 4800 MayAppleshedSessionsFolk/Bluegrass/Celtic 8000 40% 3200 $140 3 $1,344,000 4800 JulyCiderhouseBlues 8000 40% 3200 $140 3 $1,344,000 4800 SeptSunnySideUp 26000 60% 15600 $125 3 $5,850,000 $16,902,000 23400 61200 Nov

YearNine TasteNelson 26000 60% 15600 $150 3 $7,020,000 23400 MarchWoolshedSessions 8000 40% 3200 $140 3 $1,344,000 4800 MayAppleshedSessionsFolk/Bluegrass/Celtic 8000 40% 3200 $140 3 $1,344,000 4800 JulyCiderhouseBlues 8000 40% 3200 $140 3 $1,344,000 4800 SeptSunnySideUp 26000 60% 15600 $125 3 $5,850,000 $16,902,000 23400 61200 Nov

YearTen TasteNelson 26000 60% 15600 $150 3 $7,020,000 23400 MarchWoolshedSessions 8000 40% 3200 $140 3 $1,344,000 4800 MayAppleshedSessionsFolk/Bluegrass/Celtic 8000 40% 3200 $140 3 $1,344,000 4800 JulyCiderhouseBlues 8000 40% 3200 $140 3 $1,344,000 4800 SeptSunnySideUp 26000 60% 15600 $125 3 $5,850,000 $16,902,000 23400 61200 Nov

574,500 287,100 $118,383,675 $118,383,675 430650 430650

Economic Impact Estimates

PAGE 9

• Create an event and brand Nelsonians can be proud of, and therefore leverage local pride

• Create a vehicle to showcase and celebrate our regional produce

• Further shape the perception that Nelson is a great place to live and work

• Inject some energy into this special part of the country

• Further leverage Nelson’s artistic and creative brand

• Support local community groups, with an emphasis towards arts and music.

Soci

al Im

pact

PAGE 10

Nelson is a resort town in the centre of NewZealand — a stunning location that many peopleenjoy visiting.

The general feedback from a significant number ofthe region’s key stakeholders is that Nelson needssome fresh thinking and new ideas.

We believe these ideas are highly likely to comefrom the private sector, with local governmentsupport and sponsorship.

The World of Wearable Art (WOW) provides us withan example of an event that was able to attractvisitors to the region, albeit smaller numbers. This isnot about replacing WOW but about creating newand exciting events.

We need to provide people with constructivereasons to visit and visit more often. Our researchsuggests that November and March are suitablemonths to hold the main events and avoid overfillingan already busy summer season.

Local Government is supporting Showcase Nelsonto create memorable events in the Nelson region.

Showcase Nelson will bring producers from acrossthe region together in a food and beverage festival,which will celebrate Nelson’s local produce andsuccess stories.

The

Nels

on

Mar

ket

plac

e

PAGE 11

Nelson needs some fresh thinking and new ideas.

And this is how we are going to do it.

Is an event/entertainment company (5038582)

• Showcase Nelson will be run by Stuart Allan together with contracted consultants, who are specialists in their respective fields

• Showcase Nelson will be totally accountable for the implementation of the events, reporting to an advisory panel

• Governance – Julian Raine will Chair the advisory panel comprising of four additional members (yet to be appointed)

• Key advisory partners, include Gary Stocker Lawyer, Ross Strawbridge Accountant, Tony Pratt Westpac Bank Manager

• Showcase Nelson Ltd is registered with NZ Companies Office and the Constitution has been lodged. Th

e Bu

sine

ss

Stru

ctur

e

PAGE 13

My name is Stuart Allan. I’ve been a businessconsultant since 1990 and have been basedin Nelson since 1999. I’ve always enjoyed theaccountability required in the consulting businessmodel, being contracted on your ability to add valueand make a difference. Ninety percent of my currentclients are in the Optics or Ophthalmic industry;70% in New Zealand and the balance in Australia.

I’ve been writing business plans and proposals forover 30 years; long enough to realise that it is thepassion, skill and capabilities of the people thatimplement those plans that matter. Success is drivenby the attitudes, values, culture, responsibility andaccountability of those involved, with a singularfocus on the consumer.

This proposition is a business concept I have wantedto implement for myself but I’ve lacked the capitalto execute the plan. I’ve recently turned 50 anddon’t want to get to 60 wondering ‘what if?’ Thisis an invitation to invest in a defined businessproposition.

My core strength is creating a vision, identifyingthe talent required, then supporting and facilitatingvirtual teams to make it happen. This is what I’vebeen doing throughout my working career, this newdirection in many respects aligns skills, experience,talents with personal passions to:

create special moments &

generate capital returns.

Stua

rt A

llan

PAGE 14

THE

TEAM

Stuart Allan. MD, full-time employee.

Graham Stratford. General Manager, on contract, part time. Graham has a very good business mind and is an excellent negotiator. This will become a full-time role in the future.

Sophie Kelly. Event Designer. Sophie’s experience in event management here in Nelson is very well known with over 10 years involvement in both the Summer and Winter Arts Festivals.

Lee Marshall. Event Director, on contract for eachevent. Lee has been involved with the musicindustry in the US and in NZ in various capacitiessince 1990. He has been involved in very technicalevents and high level production for clients such asAmazon, Microsoft, CES, SXSW, Intel, Zillow,Castrol, Xbox, Alaska Airlines and other majorbrands.

Ian Magan. Event Director, on contract for each event. Ian has been at the forefront of live entertainment in New Zealand and has been responsible for bringing some of the biggest names in music to New Zealand.

Gray Bartlett. Co Director, on contract for each event. Gray has been the New Zealand promoter for many acts like Pavarotti, Michael Jackson and Elton John. Gray has been at the forefront of live entertainment in New Zealand for over 30 years.

Graeme Anderson. Event Production Manager. Graeme has been producing international concerts and festivals for over 30 years and has a world class reputation.

Mark Thomson. Production Assistant (Audio/Visual). Mark as a wealth of film, television, concert production experience.

Huup Waagen. Production Assistant / Site Manager. Huup is a highly experienced production manager with extensive local knowledge.

Phil Darkins. Marketing and Communications Manager / Consumer Experience, on contract, part time. This will become a full-time role in the future. Phil is a business consultant with extensive media management experience. He is also extremely well connected in both the music, media and event industries.

Elaine Silk. Special Projects / Innovation Consultant. Pete Rainey. NCC councillor, founder of the longstanding Smokefree Rockquest. Pete is Mr Music in Nelson and will contract to Showcase Nelson to assist from an event planning and PR perspective.

Jackie Cook. Operations and Administration Manager

Laird Kennedy. Sustainability Consultant.

PAGE 15

Partners

Finance and Banking – Westpac, Nelson

Legal – Knapps lawyers, Nelson

Accounting – Strawbridge and Associates, Nelson

Risk and Insurance Management – Abbott Group, Nelson

HR – Intepeople HR, Nelson

Graphic Design – Nimbusad, Nelson

Website – Hothouse, Nelson

PR/Social Media – ETC Communications, Nelson

IT – Computer Concepts, Nelson

Ticketing – Ticketek

Video - Promotion Media, Nelson

PART

NERS

PAGE 16

1. Deliver ROI for the investors and repay the bank loan each and every year.

2. Stage profitable, high quality events that solely focus on the customer experience, events that attract a 30-55 year old to Nelson.

3. To operate in a state of constant innovation in everything we do.

4. Establish sufficient working capital to enable the self-funding of future events.

5. Play the long game, remain open minded but don’t lose sight of the vision, the venue, the act and the overall Nelson experience — all need to be special, the sum of the parts being greater than the whole.

The management team and advisory panel willagree upon the strategic and operational KPImetrics.

We will operate with total transparency anddevelop a sustainable company from day one.

Our

Purp

ose

PAGE 17

We have established a think tank of recognised andrespected business people who have agreed to makethemselves available to our advisory panel.

Showcase Nelson will draw on their businessaccumen to support the venture on an ongoing basis.

• David Teece: Business leader and academic with expertise in strategy, economics and entrepreneurship, with vast business experience

• Robyn Reid: Business leader and highly experienced business consultant

• Paul Bell. CEO for Intepeople HR: a respected and well connected businessman with a wealth of HR experience

• Bill Findlater, CEO for the Nelson Tasman Economic Development Agency

• Kerry Marshall, ex-Mayor of Nelson, ex-Mayor of Tasman, MP for the Nelson/Tasman region, and

• Craig Wilson, ex GM Marketing and acting CEO for Tourism Auckland, currently a tourism consultant with a national view.

AMBA

SSAD

ORS

PAGE 18

This will always be about the gathering of friends. there will always be people who wish to gather, converse and enjoy the consumption of food and beverages whilst being entertained by quality musical artists.

PAGE 15

I’m interested in attracting and partnering with investors who:

• Have a genuine desire to see Nelson prosper

• Grasp the short, medium and long-term vision of what we are seeking to create

• Are willing to share their business knowledge and experience to enhance the model

• Meet the Securities Act guidelines

And recognise that: • In sharing the cost, they share the risk

• This is an unsecured investment opportunity

• In enabling this to become a reality investors benefit from the financial returns as outlined in the financials

• And recognise the long-term benefits for the Nelson Region

YOUR

INVI

TATI

ON

PAGE 20

The Securities ActEach investor will need to formally sign legallyprepared paperwork. This is a closed groupopportunity.

The NUMBERSTicket sales levels of 12,000 people for the firstevent in February 2017 at $165 per ticket willdeliver $1.98m total income

Cash flows from the first event will provide thefunding for the second event (refer to financialspreadsheets).

Nelson City Councils and a range of other sponsorsprovide additional revenue streams.

The

INve

stm

ent $100K INVESTMENT

PARCELSFOUR YEAR TERM DEPOSIT

PAGE 21

We propose that each of the investors: Pay $1 per share for a 3% shareholding in ShowcaseNelson Ltd.

Loan Showcase Nelson Ltd $100k in a four-yearterm deposit.

Each investor will receive $100k back at year five onmaturity of the term deposit.

These deposited funds will never be directlyaccessible by Showcase Nelson.

Showcase Nelson Ltd will use those funds assecurity on a borrowing facility of up to $2m withWestpac Bank.

Showcase Nelson Ltd will earn interest on thosefunds.

Shareholders will be represented by the advisorypanel.

Fund

ing

PAGE 22

THE

RETU

RNS We wish to ensure

equality across the INVESTORS.

The proposition is, as presented:

your returnsShowcase Nelson will:

Provide a 100% return on the initialinvestment over a seven year period as perthe Deed of Acknowledgment of Debt.

Stuart Allan has first refusal to purchase theshare allocations at a market rate determinedby an independent Chartered Accountant.

Beyond year seven investors will only receivea dividend subject to approval.

Provide any of the investors with a 50%saving on any additional sponsorship.

Provide each of the investors with 20 tickets(10 x VIP, 10 x General Admission) to everyevent Showcase Nelson stages.

InterEst

REPURCHASE of shares

ONGOING DIVIDEND

SPONSORSHIP SAVINGS

TICKETS

PAGE 23

• Brand coverage will extend to logo representation on all social media, website, signage, vehicles etc.

• A proactive PR campaign will seek to remind Nelsonians of your involvement and vision

• We will also have a stand at the Nelson Market year round to gather market research, this will also be used to profile both investors and sponsors

• The feel-good factor of making a significant contribution to the Nelson region

• The opportunity to be involved with the early development of what we expect will become an iconic Nelson event on the annual calendar. And help put the centre of New Zealand, centre stage.

ADDI

TION

AL B

ENEF

ITS THE RETURN FOR THE

INVESTORS IS PRIMARILY FINANCIAL.

PAGE 24

Many failures in this industry are caused by a lack ofcapital, low ticket sales, incorrect metrics, and over thelonger term lack of innovation. More often it is acombination of all of the above.

Lack of innovation, especially around the consumerexperience is the critical factor. Those aspects requireconstant innovation.

Most start-ups fail, but festivals and concerts are notnew products or services and both Napier and NewPlymouth are testament to success in the provinces.Here in Nelson we have the benefit of being in alocation that people love to visit.

The larger the act, the lower the risk. Biggerinternational musical acts ensure a bigger audience.From a marketing perspective, consumers always leantowards options that are limited, options where theymay miss out.

High quality events in unique locations will succeed solong as the event continues to innovate.

The Showcase Nelson team consists of experiencedconsultants who have managed hundreds of events. Weare playing the long game and want to be staging theseevents for years to come.

Whe

re a

re t

he r

isks

?

PAGE 25

RiskTitle Likelihood Consequence RiskOwner ActionRequired Status RiskExpense Comment

RainOut Possible Catastrophic StuartAllan InsuranceProtection AwaitQuote $32,000.00 sellticketsonthebasisofarainoutday

Lightening Rare Moderate SiteManager PLInsurance AwaitQuote Insurance

Earthquake Rare Major SiteManager PLInsurance AwaitQuote Insurance

Flooding Rare Major SiteManager PLInsurance AwaitQuote Insurance

FlightIssues(Airport) Possible/Unlikely Moderate StuartAllan RQstatsfromNSNAPTforpastfiveyears Todo $0.00 trackfromMon21Nov

FerrySailings Possible/Unlikely Moderate StuartAllan RQstatsfromInterIslanderforpastfiveyears Todo $0.00 trackfromMon21Nov

Fireattheevent Unlikely Major SiteManager FireServiceandteambriefing ConsultwithFireServiceprior $0.00 EvacuationPlan

HealthandSafetyofcrew Possible Major SiteManager HealthandSafetyPlan AwaitQuote Insurance Ensureeffectivebriefing

FallfromPavilionBalcony Possible Moderate SiteManager HealthandSafetyPlan StJohnsonsite $1,000.00 Ensureeffectivebriefing

BombThreat Unlikely Major SiteManager Security&Police Includeinsecuritybriefing Insurance EvacuationPlan

ArtistProtection Possible Major StuartAllan Security&Police Includeinsecuritybriefing $0.00 Securityteamoncontract

CashHandling Possible Major SecurityCompany Security&Policeregularclearingofcashfromvendors Includeinsecuritybriefing $0.00 Securityteamoncontract

ArtistNoShow Possible Catastrophic StuartAllan InsuranceProtection AwaitQuote Insurance Alsosellticketsonthebasisofarainoutday

Toiletproblems Possible Major SiteManager Contractor/NCC Assignonepersonperblock $0.00 assignaccountability/clearconsequences

PowerOutage Possible Major SiteManager ElectricianandNCC ensureabackuppowersupply $3,000.00 Negatedoubt,testtestandretestbackup

LaserLights Unlikely Moderate SiteManager Security Includeinsecuritybriefing $0.00 makeclearontickets,conditionsforall

Drones Unlikely Moderate SiteManager Security Includeinsecuritybriefing $0.00 makeclearontickets,conditionsforall

WateManagement Unlikely Moderate SiteManager NelmacorWasteManagement $0.00 assignaccountability/clearconsequences

TheftfromOrganisers Unlikely Major StuartAllan Police considerhow,negateoptions $0.00 exitandformallycharge

Sabotage Unlikely Major StuartAllan Police considerhow,negateoptions $0.00 exitandformallycharge

StageCollapse Unlikely Catastrophic SiteManager OverEngineer briefstageconstructionteam $0.00 investigaterecourseshouldthishappen

DrunkPatrons,violence Possible Moderate StuartAllan/Security Security,briefing exitfromtheaudience $0.00 exitfromvenue

AttendeeHealthIssue Possible Moderate SiteManager StJohns StJohns ensureeffectivebriefing

HealthandSafetyofattendees Possible Major SiteManager extensiveH&Splanandeffectivebriefingofallinvolved AwaitQuote PLInsurance PLinsuranceinplaceandconditionontktsales

TrafficControl Unlikely Moderate StuartAllan Police $0.00 ensureeffectivebriefing

Theftofpersonalbelongings Possible Minor SiteManager Police,Security,LostandFound Tentand3xstaff $3,000.00 Personal/attendeeInsceclaim

Disabledaccessfailure Unlikely Major SiteManager Overengineerthedisabledaccess Noteinproductionplan minimal involvedisabledgroupsinthedesign

ComplaintsHotLine/Use Possible Minor Host manned24/7 Tentand3xstaff $0.00 mannedbyLost&Foundstaff

TrafficControl Unlikely Moderate StuartAllan Police Trafficcontrolplan $0.00 ensureeffectivebriefing

TicketingCompanyFails Possible Catastrophic StuartAllan Discusswiththemandseekwrittenresponse FundsheldintrustnotbyTD $0.00 Negatedbyfundsheldintrust

Lackofcapital Unlikely Major StuartAllan Theinitialcompanystructurenegatesthis $0.00 Negatedbytheinitialcompanystructure

Lackoninnovation Unlikely Major StuartAllan $0.00 MentortoaddvalueAttendeeexperience Unlikely Moderate StuartAllan/PhilDarkins marketresearchposteveryevent Constantimprovement $0.00 PhilDarkinsundercontract

IncorrectMetrics Unlikely Major Board Wewillavoidvanitymetricsatallcost BusinessPlanKPI's $0.00 Mentortoaddvalue

Poorcommunications Unlikely Major StuartAllan InternalCommunicationsPlan Currentworkinprogress $0.00 herewewillexcell

Lackofticketsales Possible Major StuartAllan $0.00 Years1&2,weneedstronglocalsupport

Growingtofast Likely Moderate Board $0.00 Profitsfromeachyearservetosetupthenext

Lackoflearning Unlikely Major StuartAllan $0.00 WA35:H49ewillcontractthebestinthebusiness

Securetherightact,thelargertheactthelowertherisk.Ourmktgwillbefirstclass

ShowcaseNelsonwilloperatewithavalidatedlearningapproach

Themngtteamandboardwillensurewegrowwithamanagedscaleapproach

Attendees

SurroundingCommunity

Management

Security

Production

HealthandSafety

Natural

ThisiskeyforShowcaseNelson,itishowwewilldifferentiateourselves

Risk

Man

agem

ent

Acti

on R

egis

ter

as a

t 9

Feb

2016

PAGE 26

There are multiple reasons why I’m doing this, inlisting them, I’m seeking to share my story:

1. I’m being accountable to myself. I promisedmyself ten years ago that I would lead this, and Inow recognise both Nelson and myself are readyfor it. I now have a world class team in place. Ialways wanted to implement this for myself but Ilack the capital. I’ve re-framed it (with a positivemindset) to what you now have in front of you.

2. I genuinely wish to make a significantcontribution to Nelson. It is not ego-driven; Ihave no desire to be out in front of the media, nordo I have any need to meet the artists, my rolewill be background, by choice.I will take full accountability and responsibilityand my focus will be to profile you as theinvestors who have enabled this vision to becomea reality.

3. This is an opportunity to increase my personalincome. A marital split set me back and I’m keento regain my previous financial security. I doingso I am also better setting up my daughter, whichis the source of my drive. Laura-Joy (LJ) is a keypart of my story; I’m a part time solo Dad to adisabled 12-year-old, she keeps my feet on theground and my mind focused on what isimportant in life.

4. My consultancy has me flying around the countryevery week. Putting a stake in the ground inNelson means I will be here more often. I’ll notonly get to make a contribution locally, I’ll alsoget more family time. I enjoy the adventures andchallenges of parenthood and I’m seeking to bemore present.

5. Strategically my consultancy will continue togrow, but over the last five years the opticalindustry has changed markedly and this will onlycontinue. It is time to create change and I’m nowof an age to focus on where my personal passionslie, to focus on what excites me.

6. I also want to finish my Masters (MBA throughMassey). The MBA will have a sole focus onShowcase Nelson and event tourism.

7. I believe it is important to love what we do. Thisis what I’ve wanted to do for a long time. I wantto live, breathe and lead this, leaving a legacy that benefits Nelson.

8. The platform is scalable and it will be a privilegeto create events that Nelsonians are proud to calltheir own.

why

I am

doi

ng t

his

PAGE 27

Over the last two years I have funded the development and viability of this project at cost of around $110k to date.

What has always driven me professionally is client success and the credibility that comes from that. I’m a traditionalist, delivering upon what I say I will do is important.

I will also be investing $100k.

Skin

in t

he g

ame

NEXT STEPS• Secure investor commitment to create the term deposit capital base.

• Secure $350k in event sponsorship.

• Establish a monthly reporting platform

• Call and event to celebrate (investors, sponsors and Showcase Nelson team)

• Announce the event, go live with promotion and ticket sales.

PAGE 28

Showcase Nelson Limited

Source & Use of Funds (Summary)

For the 10 years commencing 2016(this forecast is prepared on a GST exclusive basis)

2016

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Opening Cash 0 132,923 377,625 908,185 2,180,657 3,615,797 4,687,657 5,791,435 7,252,013 8,532,590

Funds Received From

Revenue operating activities 1,847,396 2,646,600 3,170,640 4,287,520 4,600,750 4,542,750 4,699,580 4,699,580 4,699,580 4,699,580

Investors 2,000,000 0 0 0 0 0 0 0 0 0

Bank loan 1,554,000 1,718,777 1,750,798 1,605,440 0 0 0 0 0 0

Term deposit withdrawal 0 0 0 0 2,000,000 0 0 0 0 0

Total Funds Received 5,401,396 4,365,377 4,921,438 5,892,960 6,600,750 4,542,750 4,699,580 4,699,580 4,699,580 4,699,580

Funds Used For

Expenses operating activities 1,714,472 2,076,898 2,340,080 2,715,047 2,865,610 3,070,890 3,195,802 3,239,002 3,419,002 3,429,802

Fixed asset purchases 0 25,000 0 0 0 0 0 0 0 0

Investor repayments 0 0 0 0 2,000,000 0 0 0 0 0

Investor interest returns 0 300,000 300,000 300,000 300,000 0 0 0 0 0

Bank loan repayments 1,554,000 1,718,777 1,750,798 1,605,440 0 0 0 0 0 0

Investment in term deposit 2,000,000 0 0 0 0 0 0 0 0 0

Dividends 0 0 0 0 0 400,000 400,000 0 0 0

Total Funds Used 5,268,472 4,120,675 4,390,878 4,620,488 5,165,610 3,470,890 3,595,802 3,239,002 3,419,002 3,429,802

Closing Cash 132,923 377,625 908,185 2,180,657 3,615,797 4,687,657 5,791,435 7,252,013 8,532,590 9,802,368

Borrowing facility available on first day of following year 2,000,000 2,000,000 2,000,000 0 0 0 0 0 0 0

Total Cash Available for Next Years Concert 2,132,923 2,377,625 2,908,185 2,180,657 3,615,797 4,687,657 5,791,435 7,252,013 8,532,590 9,802,368

Showcase Nelson Limited

Cash Flow Forecast

For the 10 years commencing 2016(this forecast is prepared on a GST exclusive basis) 2016


$ $ $ $ $ $ $ $ $ $1. Trading Revenues & Expenses 0 0REVENUE 0 0Sponsorship Local 175,000 250,000 250,000 250,000 250,000 250,000 250,000 250,000 250,000 250,000Naming rights Sponsor 100,000 100,000 100,000 200,000 200,000 200,000 200,000 200,000 200,000 200,000Interest 0 60,000 60,000 60,000 60,000 0 0 0 0 0In Kind Sponsorship x 4 0 0 0 0 0 0 0 0 0 0Profit from bar trade 108,000 135,000 162,000 216,000 225,000 225,000 234,000 234,000 234,000 234,000Profit from Merchandise sales 12,500 14,500 16,000 18,000 20,000 22,000 22,000 22,000 22,000 22,000Ticket sales 1,451,896 2,087,100 2,582,640 3,443,520 3,695,750 3,695,750 3,843,580 3,843,580 3,843,580 3,843,580TOTAL REVENUE 1,847,396 2,646,600 3,170,640 4,287,520 4,600,750 4,542,750 4,699,580 4,699,580 4,699,580 4,699,580

EXPENSES

PERFORMANCE COSTS

Acts - Performance fees 450,000 500,000 550,000 600,000 750,000 900,000 1,000,000 1,000,000 1,200,000 1,200,000Performance riders 5,000 7,500 10,000 12,000 15,000 20,000 20,000 20,000 20,000 20,000Artist catering & hospitality 7,500 7,500 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000Event Director, Gray Bartlett / Ian Magan 30,000 35,000 40,000 45,000 50,000 50,000 50,000 50,000 50,000 50,000CONTRACTORS

Event Producer & Design 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000Production Manager (Huup) 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000Production Manager (Graeme) 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000MC 4,000 6,000 6,000 6,000 6,000 6,000 6,000 6,000 6,000 6,000Site Manager 7,000 7,000 7,000 7,000 7,000 7,000 7,000 7,000 7,000 7,000Food & beverage coordinator 8,000 8,000 8,000 8,000 8,000 8,000 8,000 8,000 8,000 8,000TRAVEL & ACCCOMMODATION

Artist Travel 15,000 20,000 30,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000Artist Accommodation 15,000 20,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000Ground travel, taxis, shuttles, bus etc. 2,000 3,000 3,000 3,000 3,000 3,000 3,000 3,000 3,000 3,000SITE MANAGEMENT

Venue Signage 12,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000St Johns 1,500 1,500 1,500 1,500 1,500 1,500 1,500 1,500 1,500 1,500Security Ground 12,000 15,000 15,000 15,000 20,000 20,000 20,000 20,000 20,000 20,000Toilets 7,000 10,000 12,000 15,000 15,000 16,000 16,000 16,000 16,000 16,000Water 3,000 6,000 6,000 6,000 6,000 6,000 6,000 6,000 6,000 6,000Venue hire 2,500 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000Crew Kit out 25,000 25,000 25,000 35,000 35,000 35,000 35,000 35,000 35,000 35,000Site & toilet clean up 2,000 3,000 3,000 3,000 3,000 3,000 3,000 3,000 3,000 3,000Traffic/road Closures 3,000 3,000 3,000 3,000 3,000 3,000 3,000 3,000 3,000 3,000Armougurad Cash collection tickets & bar 1,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000Volunteer Coordinator 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000Recycling & waste management 2,500 2,500 3,500 3,500 3,500 3,500 3,500 3,500 3,500 3,500Aisles 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000ID crew, Rotary Club, Lions 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000

Page 1 of 5 G:\Client Files\SHOWNE - Showcase Nelson Limited\2016\SHOWNE_2016_CS1_Master Ten Year Spreadsheet 20160208 1005.xlsx


FOOD & BAR SERVICES

Marquees for food areas and bar 6,000 16,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000Bar staff for the event 15,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000Lighting 2,500 3,000 3,500 3,500 3,500 3,500 3,500 3,500 3,500 3,500Cabinetry and tables - Hire 8,000 0 0 0 0 0 0 0 0 0Cabinetry and tables - Storage 0 2,500 2,500 2,500 2,500 2,500 2,500 2,500 2,500 2,500Eftpos terminals (incl on site tech) 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000Liquor licence 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000Merchandise production 45,000 55,000 75,000 75,000 75,000 75,000 75,000 75,000 75,000 75,000PRODUCTION

Noise Management 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000Stage, hire, erect and dismantle 30,000 40,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000Stage catwalk/nose 4,000 4,000 4,000 4,000 0 0 0 0 0 0Sound 35,000 45,000 45,000 45,000 45,000 45,000 45,000 45,000 45,000 45,000Lighting 35,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000Stage dressing, banners, mirror ball, silks etc.. 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000Power 3,000 6,000 6,000 6,000 6,000 6,000 6,000 6,000 6,000 6,000Backline 8,000 8,000 18,000 18,000 18,000 18,000 18,000 18,000 18,000 18,000Multi Cam Camera Ops team x 3 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000Video production (capture footage) 6,000 6,000 6,000 6,000 6,000 6,000 6,000 6,000 6,000 6,000Screens x 2 (includes transport & accom) 15,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000Freight & Transport 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000Ground cost - forklift, hiab, trucks, trailers 1,000 1,500 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000Production crew, loaders 5,000 7,000 8,000 8,000 8,000 8,000 8,000 8,000 8,000 8,000Electrician 1,000 1,500 1,500 1,500 1,500 1,500 1,500 1,500 1,500 1,500BACKSTAGE 0Safesite fencing backstage security, greenroom etc 1,500 2,500 3,000 3,000 3,000 3,000 3,000 3,000 3,000 3,000Security 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000Porta cabins, marquees, matting backstage infrastructure 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000Nelson Club & Tasman Rugby Club hire 1,500 1,500 1,500 1,500 1,500 1,500 1,500 1,500 1,500 1,500Backstage crew 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000MARKETING & PROMOTIONAL EXPENSES

Promotion 85,000 125,000 125,000 125,000 125,000 150,000 150,000 200,000 250,000 250,000Website 8,000 8,000 8,000 8,000 8,000 8,000 8,000 8,000 8,000 8,000Signage 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000Design 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000Social 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000Printing 5,000 7,500 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000Public Relations 15,000 18,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000Ticketing 30,000 37,500 45,000 60,000 62,500 62,500 65,000 65,000 65,000 65,000Ticketing (free tickets) 1,000 1,200 1,500 2,000 2,000 2,000 2,000 2,000 2,000 2,000Market Research 6,000 8,000 8,000 8,000 8,000 8,000 8,000 8,000 8,000 8,000OTHER/ MISC

Insurance 6,500 8,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000Weather/artist insurance 32,000 32,000 36,000 36,000 36,000 36,000 36,000 36,000 36,000 36,000Catering VIP's (sponsors and investors) 26,000 32,000 35,000 35,000 35,000 35,000 35,000 35,000 35,000 35,000Contingency expense 30,000 40,000 50,000 60,000 70,000 80,000 90,000 100,000 100,000 100,000



PROFESSIONAL EXPENSES

Management Contract MD Full Time 120,000 120,000 120,000 120,000 120,000 120,000 120,000 120,000 120,000 120,000Mentor, GM Consultant 8,000 15,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000Marketing & Communications Consultant 8,000 15,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000Consultants 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000Operations Manager Full Time 60,000 60,000 60,000 60,000 60,000 60,000 60,000 60,000 60,000 60,000Vehicle Lease, signwriting 14,000 26,000 26,000 26,000 26,000 26,000 26,000 26,000 26,000 26,000Vehicle running costs 5,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000Travel/Accomodation 12,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000General Expenses/Office 6,000 6,000 6,000 6,000 6,000 6,000 6,000 6,000 6,000 6,000Comms and IT 6,000 6,000 6,000 6,000 6,000 6,000 6,000 6,000 6,000 6,000Payment to OpticsNZ to cover set up costs to date 25,000 0 0 0 0 0 0 0 0 0Legal 15,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000 35,000Accounting 15,000 17,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000Premises Lease 0 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000Human Resources 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000TOTAL EXPENSES 1,554,000 1,851,700 2,020,500 2,136,000 2,307,500 2,498,500 2,611,000 2,671,000 2,921,000 2,936,000

Trading Surplus (Deficit) before Interest 293,396 794,900 1,150,140 2,151,520 2,293,250 2,044,250 2,088,580 2,028,580 1,778,580 1,763,580

DEDUCT INTEREST

Interest Paid to Investors (15% pa) 0 -300,000 -300,000 -300,000 -300,000 0 0 0 0 0Interest Paid to Bank (7% pa) -108,780 -120,314 -113,251 -84,197 0 0 0 0 0 0

Trading Surplus after Interest Paid 184,616 374,586 736,889 1,767,323 1,993,250 2,044,250 2,088,580 2,028,580 1,778,580 1,763,580

Taxable Income(Loss to Carry Forward) 184,616 374,586 736,889 1,767,323 1,993,250 2,044,250 2,088,580 2,028,580 1,778,580 1,763,580

Taxation expense (at 28%) -51,692 -104,884 -206,329 -494,850 -558,110 -572,390 -584,802 -568,002 -498,002 -493,802

Net trading surplus after tax 132,923 269,702 530,560 1,272,473 1,435,140 1,471,860 1,503,778 1,460,578 1,280,578 1,269,778



2. Asset purchase

Cabinetry and tables 0 -25,000 0 0 0 0 0 0 0 00 0 0 0 0 0 0 0 0 0 0

Total Asset purchases 0 -25,000 0 0 0 0 0 0 0 00

3. Investment Activities

INVESTORS

Funds received from Investors 2,000,000 0 0 0 0 0 0 0 0 0Funds repaid to Investors 0 0 0 0 -2,000,000 0 0 0 0 0BANK

Funds borrowed from Bank 1,554,000 1,718,777 1,750,798 1,605,440 0 0 0 0 0 0Funds repaid to Bank -1,554,000 -1,718,777 -1,750,798 -1,605,440 0 0 0 0 0 0

TERM DEPOSIT

Funds deposited -2,000,000 0 0 0 0 0 0 0 0 0

Funds withdrawn 0 0 0 0 2,000,000 0 0 0 0 0

Net Cash Flow from Investing Activities 0 0 0 0 0 0 0 0 0 0

4. Returns to Shareholders

Dividends Paid 0 0 0 0 0 -400,000 -400,000 0 0 0

Total Returns to Shareholders 0 0 0 0 0 -400,000 -400,000 0 0 0

5. Summary - Total Balance of Funds

CASH

Opening Funds Balance - Cash 0 132,923 377,625 908,185 2,180,657 3,615,797 4,687,657 5,791,435 7,252,013 8,532,590Add: Trading Surplus after Interest & tax 132,923 269,702 530,560 1,272,473 1,435,140 1,471,860 1,503,778 1,460,578 1,280,578 1,269,778Less: Asset Purchases 0 -25,000 0 0 0 0 0 0 0 0Add: Net Movement in Funding 0 0 0 0 0 0 0 0 0 0Less: Dividends Paid 0 0 0 0 0 -400,000 -400,000 0 0 0

Closing Funds Balance at End of Period 132,923 377,625 908,185 2,180,657 3,615,797 4,687,657 5,791,435 7,252,013 8,532,590 9,802,368

BORROWING FACILITIES

Add: Borrowing Facility 2,000,000 2,000,000 2,000,000

Total Cash Available for Following Year Concert 2,132,923 2,377,625 2,908,185 2,180,657 3,615,797 4,687,657 5,791,435 7,252,013 8,532,590 9,802,368



Assumptions

- All revenue and payments and amounts have been provided by the company director - 20 investors lending $100,000 per investor at start of project - Interest payable at 15% per annum on Investor funding - Interest payable at 7% per annum on bank funding - Term deposit interest is received annually over five years at 3% per annum - Company income tax rate at 28% - Showcase Nelson Ltd is GST registered - Loan repayments, dividends and interest received will occur at the first day of the year scheduled

Disclaimer

Strawbridge & Associates Limited

Chartered Accountants

Nelson

Date: 5 February 2016

This report has been based on the information provided to us by the directors. We have not audited or carried out a review of the information provided to us.

Our report is addressed and prepared solely for your benefit and that of the company’s shareholders and directors, and is not intended to be disclosed to any

other person, nor reproduced, in whole or in part, without our written consent. We do not accept responsibility for losses incurred whole or in part, by you or

any other person as a result of publication or reproduction of this report. Further, we reserve the right to review all calculations included or referred to in this

report and if we consider it necessary, to revise our calculations in the light of additional information that may become available to us after the date of this

report.


Stuart AllanManaging DirectorShowcase NelsonPO Box 1300NELSON

T: 03 546 6996M: 027 436 [email protected]

closed group investment proposition

Documents