Mindhive Q1 2025-2026 Investment Memorandum

Scaling what’s working. A focused opportunity for existing shareholders

Executive Summary

Mindhive is transitioning from build to scale. With strategic traction now validated through our Accenture channel, affiliate model, and proprietary IP, we are raising AUD $250,000 to accelerate scaling, prepare for exit, and deepen enterprise delivery capacity.

This round is open only to existing shareholders and is expected to be the final opportunity to invest at the current valuation of $27.6M (55 cents per share).

Investor alignment is stronger than ever:

• Major funding lender has converted a portion of their R&D convertible loan into equity. Strengthening the balance sheet and aligning for the long term.

• The Chair and Directors of the Board have personally reinvested in this round. Approx. 70% of Mindhive’s 300+ investors have reinvested over time.

Mindhive’s Strategic Positioning. Four Drivers of Shareholder Value

• $1/share ambition with profitability targeted mid-2025

• Accenture + affiliate revenue streams now active and scaling 70%+ shareholder reinvestment and leadership alignment

• Pro-rata rights to 50% of System Operating, now valued at $15M

Thank You

First, thank you. Your support has helped build what Mindhive is today.

Thanks to your support, the foundations are in place. We’ve built the product, validated the model, and secured key strategic partnerships. Now, we’re scaling. This round is about executing fast on what’s already working.

We believe there’s a limited window to capture this momentum before the valuation steps up. This may be the final opportunity to invest at the current price.

Valuation Trajectory & $1/Share Milestone Path

We’re targeting $1/share based on a set of measurable milestones and conditions aligned to enterprise SaaS growth standards. While not a guarantee, these represent our internal valuation triggers and benchmarks for future rounds or liquidity events.

• Current round: Ordinary shares are offered at A $0.55 each (pre‑money valuation A $27 million).

• Pathway to A $1.00+ per share (target December 2025) Management’s financial model indicates that a share price of about A $1.00 could be supported if the following milestones are achieved: Accenture pilots – Four pilots convert to annual SaaS contracts. Affiliate network – ~1,000 paying consultants onboard, averaging A $120 ARR each. Exit Strategy in Motion – We’re now working with BDO to become a public (unlisted) company.

As we reach these goals, we'll look at the value of the company. Investors who are investing now may be able to benefit from the last round of shares at $0.55/share.

Where We Are Now

• Accenture is live: We’re positioned on their Global Supplier Marketplace, with pilots underway in four countries.

• Affiliate distribution is working: 100+ consultants onboarded, with a pathway to 1,500 by December via BFJ Media.

• Exit pathway is real: We’ve begun our transition to a public (unlisted) company, with BDO leading the audit. The data room is active and broker engagement is underway.

• You're also part of our broader upside: As a Mindhive shareholder, you retain a share in our 50% ownership of System Operating. Now valued at $15M and progressing toward a Series A raise.

Why We’re Raising

We’re raising $250,000. Not to survive, but to scale what’s already working. Your original investment helped us build the foundation. This raise will fund:

• Affiliate channel growth: $47K to scale digital marketing (via BFJ Media/currently $40-$80 an affiliate conversion) and grow administrative capacity from 15 hours/week to a dedicated part-time role.

• Accenture delivery: $40K to bring on targeted operational support for onboarding Accenture consultants.

• Exit readiness: $25K for legal, audit, and broker engagement (BDO-led).

• Working capital reserve: $138K to preserve momentum and reduce execution risk.

Your Opportunity

You’re already on the cap table. You know how we operate. And if you’re open to increasing your position, we’d be proud to include you in this round.

• Flexible Payment Plan: Spread your investment over three equal monthly instalments.

• Option Incentives: For every two shares issued in this round, investors will receive one option, exercisable at the current share price, expiring 31 December 2026.

Offer details:

• Raise: AUD $250,000 (current round). Share Price: $0.55.

• Min Investment: $2,500.

• Instruments: Ordinary Shares.

• Optional: Investment spread across 3 monthly instalments.

This opportunity is open until fully allocated.

To secure your position in this round, sign and return your Term Sheet to: corporateaffairs@mindhive.ai.

These documents may contain forward-looking information and prospective financial material, which is predictive in nature and may be affected by inaccurate assumptions or by known or unknown risks and uncertainties, and may differ materially from results ultimately achieved. All of the financial information included has not been subject to audit.