The Pre-seed  Angel Investment Offer

We are inviting angel investors a preferential opportunity to become Climateer shareholders via a convertible note loan agreement. (Definition :: Tax implications)

The details are available in the agreement document in our data room.

In summary, an offer has been created to minimise risk and provide a discount compared to other later stage investors.

We are accepting two-year unsecured loans at 6% interest (paid quarterly) on amounts between A$1,000 and $50,000, to a total of $250,000, at which point no further loan agreements will be entered into.

For each $1 loaned, a convertible note will be issued which will provide the participant the following benefits:

1. 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.
2. 6% interest paid quarterly until the trigger event or the maturity date (2 years after issuance), whichever is the earlier.
3. In addition for every $1000 loaned, 500 options will be issued that can be converted to shares after the first Crowd Equity Funding campaign has been closed.

At the trigger event or maturity date, the participant can convert notes 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 at the maturity date, 25% of all sales proceeds and capital raised from 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.

For example: If $5,000 was loaned for 2 years via the convertible loan, $75 a quarter in interest would be paid, 2500 share options would be issued at $0.001 ) and the participant would have the option to withdraw their loan or convert it to 5,000 shares (at $1 per share) either at the trigger event when shares would be valued at $4 a share or the maturity of the loan.

Further information including the Terms Sheet are available in tour pre-seed drive folder.

If you would like more information, please send an expression of interest email to rob.anderson@climateers.com