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INVESTMENT RISK STATEMENT

Capital at Risk: Investing in WOSUP Holdings Pty Ltd involves significant risks. Investors may lose part or all of their invested capital.

No Guarantees: Neither WOSUP Holdings Pty Ltd nor its directors guarantee any rate of return, repayment of investment, or successful achievement of planned objectives.

Past Performance: Past performance is not indicative of future results. Investment outcomes may vary substantially from projections or expectations.

External Factors: Market conditions, regulatory changes, operational challenges, and other factors beyond our control may adversely affect investment performance. The value of investments can fluctuate significantly.

Investor Suitability: This investment opportunity is intended for wholesale and sophisticated investors who understand the risks associated with private company investment.

IMPORTANT NOTICE

The information contained in this Investment Information Memorandum and any other verbal or written information given in respect of WOSUP Holdings Pty Ltd ("Information") is provided to the recipient ("you") on the following conditions.

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Martin Salter, in the capacity of director of WOSUP Holdings Pty Ltd 22667412357, has decided to seek investment for growth capital and has chosen to use the BizDealRoom.com platform operated by MENTORED BUSINESS SALES SERVICES PTY LTD (ABN 56 630 339 150) as a communication medium to connect with potential investors.

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CONDITIONS OF ISSUE

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INVESTOR ACKNOWLEDGMENTS

By receiving, reviewing, or retaining this Investment Information Memorandum, the recipient expressly acknowledges and agrees to the following:

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Own Investigations: The recipient confirms they will conduct their own independent investigations, enquiries, and due diligence regarding all aspects of the business, its financial position, operations, legal standing, and prospects before making any investment decision. The recipient accepts full responsibility for their own assessment of the investment opportunity.

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We are building WOSUP at the intersection of reusable infrastructure, live entertainment, fan engagement and venue commerce. Our core operating system replaces single-use beverage cups with reusable aluminium and polypropylene cups supported by collection, washing, logistics and redeployment. This provides the physical infrastructure required for venues and events moving toward reuse while maintaining a simple patron experience without requiring deposits or cash handling.

The commercial opportunity begins once that infrastructure is operating. Each WOSUP cup can carry a unique digital identifier and connect patrons to the WOSUP Rewards Network without requiring a dedicated application. This creates the potential to convert a beverage transaction into a measurable engagement event through registrations, points, offers, competitions, sponsor activations and redemptions. Usage and campaign information can then support venue, sponsor and sustainability reporting.

Our revenue strategy is designed around multiple layers. Core operations generate revenue from cup usage and associated services. Sponsorship can monetise the audience around those uses. Rewards campaigns, partner participation, premium placement, attributable actions and analytics provide additional commercial opportunities as engagement scales.

Our growth strategy is driven by two principal levers: expanding the number of venues and increasing the commercial revenue generated from each cup use. Our current operating assumptions use approximately A$0.25 per cup use for operations and approximately A$0.20 per use for sponsorship, creating an indicative A$0.45 per-use revenue opportunity before additional Rewards and data monetisation.

Our financial forecast demonstrates how we intend to build the business through the immediate growth phase. Revenue is projected at approximately A$638,484 in CY26, approximately A$1.55 million in CY27 and approximately A$3.14 million in CY28 before the broader venue expansion phase.

We also bring operating experience and demonstrated patron acceptance. Queensland venue research reported that 97% of surveyed patrons enjoyed drinking from the reusable cups and 91.3% supported permanent introduction. Sydney Showground also reported increased consumer beverage spend during its first AFL season using WOSUP cups.

Our immediate priority is to convert this foundation into measurable commercial milestones: more contracted venues, greater cup utilisation, repeatable sponsorship, increased digital engagement and an increasingly diversified revenue base.

Our origins go back to 2018, when the volume of discarded single-use cups at a major Sydney sporting event inspired the concept that became WOSUP. We subsequently developed our reusable solution and began testing the operating model within Australian venues and events.

In 2022, our activity included work involving the SCG and Merivale, completion of a lifecycle assessment, a Stadiums Queensland tender, a Suncorp Stadium trial and early event activity involving Fair Day and Lion.

During 2023, we expanded our operating experience across additional sporting environments. Milestones included activity at Rosehill Gardens, a Rugby Australia match at CommBank Stadium and a series of trials at Queensland Country Bank Stadium. Independent research conducted during the Queensland trials provided strong evidence of patron acceptance. Among surveyed patrons, 97% reported enjoying drinking from the reusable cups, 89% believed their beer seemed cooler than in the previous cups and 91.3% supported permanent introduction of the reusable system.

During 2024, our activity expanded further across major sport and entertainment. Milestones included the first GWS GIANTS season using WOSUP, Sydney Royal Easter Show activity, Australian Turf Club events, Big Bash Cricket, Pearl Jam at ENGIE Stadium and an Optus Stadium trial. We also progressed the WOSUP Rewards platform and entered Flemington during the Melbourne Cup period.

A significant commercial milestone was our three-year relationship with Sydney Showground, encompassing activity across the precinct including ENGIE Stadium. This followed our work with the GWS GIANTS and demonstrated the progression from individual deployment into a longer-duration venue relationship.

During 2025 and 2026, we continued building relationships across beverage brands, sport and entertainment. Our commercial activity has included Lion, Kirin, Red Bull, the Australian Turf Club, GWS GIANTS and major concert events. Technology development also progressed through further phases of the WOSUP Rewards Network, while our involvement in government and industry discussions continued as reusable systems became an increasingly important part of Australia's waste and venue infrastructure conversation.

Our primary customers are organisations operating high-volume environments where beverages are repeatedly sold to large audiences.

Stadiums and major entertainment venues represent a central customer group. These operators manage significant beverage volumes, waste streams, cleaning requirements and sustainability objectives. Our model provides reusable cup inventory, collection infrastructure, washing, logistics and operational support while creating the potential for additional digital engagement and commercial inventory.

Sporting clubs are a second important customer and partner category. Clubs want stronger relationships with members and fans while creating additional value for sponsors. Through QR-enabled cups and the WOSUP Rewards Network, we can support offers, competitions, member engagement and sponsor activations connected directly to the live event experience.

Racing clubs and event precincts offer similar opportunities. Our activity with the Australian Turf Club across Royal Randwick and Rosehill Gardens demonstrates how reusable infrastructure can operate within major racing and hospitality environments.

Concert promoters, festival operators and venue hirers also form part of our addressable customer base. These organisations may occupy a venue for a defined event or series rather than control the permanent infrastructure. A reusable system already embedded within the venue can provide access to an established sustainability and engagement layer without requiring the hirer to build one independently.

Commercial brands and sponsors form another component of the ecosystem. Our objective is to offer more than branding on a physical cup. QR engagement, campaigns, offers, Rewards and measurable interactions can create additional activation opportunities around the live audience. Beverage brands are particularly relevant because they already participate directly in the drink transaction. Our historical activity has included commercial relationships and activations involving Lion, Kirin and Red Bull.

Venue caterers, cleaning contractors, logistics providers and waste-management participants are also important stakeholders. Successful reuse requires alignment between beverage service, cup collection, cleaning and redeployment. Our operating process is designed to integrate with existing venue workflows rather than create unnecessary additional friction for patrons or staff.

Our leadership structure brings together experience across the areas required to build and commercialise the WOSUP model.

Martin Salter is our CEO, Co-Founder and a Director of WOSUP Holdings. Martin has more than 30 years of experience spanning media, advertising, sales and commercialisation. His background includes The Sydney Morning Herald, his own media ventures and approximately nine years at Sydney Airport focused on digital advertising and commercialisation. He leads our overall strategy, commercial direction, partnerships, finance, technology and growth.

Edward Abbott is a Non-Executive Director. Edward spent more than a decade in the corporate investment market before establishing and operating a sports rights and services business. His contribution includes sports and business strategy and access to relevant industry relationships.

Katherine Joseph is a Non-Executive Director with more than 20 years of experience across growth, customer experience, fashion and lifestyle brands. Her contribution includes technology user experience, digital engagement and marketing strategy.

Steve Clark leads operations and production. He brings more than 20 years of experience across major venue operations, event delivery and infrastructure, including organisations such as Venues NSW, the Sydney Cricket & Sports Ground Trust, Ticketek and the NSW Office of Sport. Steve oversees production, logistics, suppliers, inventory and venue operations.

Greg Tremain leads commercial and sales activity. Greg has more than 25 years of experience across sponsorships and commercial partnerships, working with rights holders and brands. His role centres on sponsorship strategy, commercial development and sales across sport, events and entertainment.

Laura Craig supports WOSUP as CMO on a consulting basis. Laura has more than 17 years of marketing and brand strategy experience and leads work across digital advertising, social media and audience engagement.

Our service begins with reusable beverage vessels designed for repeated commercial use. Depending on venue requirements, our product range includes aluminium and polypropylene formats. These vessels replace disposable cups while maintaining a straightforward point-of-sale experience for patrons.

Cup deployment is supported by an end-to-end operating process. Cups are supplied to the venue and issued when beverages are sold. Patrons return used cups through dedicated collection infrastructure positioned throughout the venue. Cups are then consolidated, transported to washing facilities, commercially washed and sanitised, quality checked and returned to inventory for future deployment.

We deliberately avoid requiring a patron deposit within the core WOSUP model. This removes refund queues, cash handling and token systems from the customer journey and is intended to make reuse feel like part of the normal venue experience. Return infrastructure and education are important components of the system. Dedicated collection points, signage, venue communications, cleaning-contractor alignment and digital Rewards can all assist recovery behaviour.

The technology layer sits above this physical infrastructure. Each cup can carry a unique QR code or digital identifier that connects patrons with the WOSUP Rewards Network without requiring a dedicated application. Patrons can register, collect points, receive offers, participate in competitions and access redemption opportunities. For clubs, venues and sponsors, this provides an additional channel through which the live audience can be engaged.

Our data capability is intended to capture information around usage, returns, scans, campaign interactions and broader engagement. This can support dashboards and reporting for venues, sponsors and sustainability stakeholders.

The commercial layer is then built around the operating and digital footprint. Potential revenue streams include cup-use and service fees, sponsorship and media, Rewards campaigns, partner participation, premium placement, activation fees and analytics.

The Australian reusable cup market includes established operators with credible experience across events and major venues.

Bettercup provides reusable cups and broader reuse systems across Australia and New Zealand, including product supply, system planning and washing solutions for events and venues. Its public case studies include deployments across festivals, the Sydney Opera House and the Australian Open.

FSG NickNack, part of FrothStop Group, provides reusable cups supported by packaging, transport and off-site washing and drying. In 2026, VenuesLive appointed FSG NickNack to operate a reusable cup system at Optus Stadium. The operator subsequently reported more than 300,000 cup uses and a 94% recovery rate during its first month of operation.

These operators demonstrate that the physical reuse category is becoming increasingly capable and competitive. Our differentiation is designed to extend beyond the physical cup and washing cycle. WOSUP combines reusable vessels, collection, washing and logistics with digital identification, Rewards, sponsorship and data. Our objective is therefore to create value not only from servicing the venue but also from the audience generated around each cup use.

Reliable physical operations remain fundamental. Cleaning, recovery, stock management, logistics and event execution must work consistently before the broader commercial opportunity can be realised. Our strategy is to use that operating capability as the foundation for higher-value services.

As our network expands, potential competitive advantages include longer-duration venue relationships, operational knowledge, reusable infrastructure, digital identifiers, the WOSUP Rewards audience, sponsor and partner relationships, campaign data and integration into venue workflows.

The combination matters. A cup supplier can compete on product and price. A washing provider can compete on throughput and logistics. A technology provider can compete on engagement functionality. Our objective is to integrate those elements into one venue ecosystem. This creates the potential for WOSUP to compete on total value created for the venue rather than on reusable cup pricing alone.

Our growth strategy is driven by two connected levers: increasing the number of venues using WOSUP and increasing the revenue generated around each cup use.

The immediate phase is CY26–CY28. During this period, our priorities are to convert venue and commercial opportunities, strengthen washing and logistics capability, advance the WOSUP Rewards Network, increase sponsor participation and establish reliable performance data around cup utilisation, scans, registrations and revenue per use.

Our financial forecast projects revenue of approximately A$638,484 in CY26, increasing to approximately A$1.55 million in CY27 and approximately A$3.14 million in CY28.

Venue penetration provides the first growth lever. Our venue expansion scenarios demonstrate how increasing venue density can translate into greater annual cup utilisation and revenue:

These scenarios illustrate potential portfolio scale and do not represent the current contracted venue base.

Commercialisation provides the second lever. At an operating assumption of approximately A$0.25 per use, venue growth primarily increases service revenue. Adding approximately A$0.20 per use of sponsorship increases the indicative revenue opportunity to approximately A$0.45 per use. Early Rewards scenarios increase this further toward approximately A$0.50–A$0.55 per use before broader data opportunities.

This means our longer-term growth does not depend solely on continually increasing the price charged to venues. Our objective is to increase the total revenue generated around each beverage transaction by building sponsor, Rewards and engagement economics alongside operations. At approximately 11.65 million annual cup uses, every additional A$0.10 generated per use represents approximately A$1.17 million of annual revenue.

The longer-term Australian growth scenario contemplates approximately 60 venues by CY33, with revenue of approximately A$16.39 million and operating profit of approximately A$5.21 million.

We have established an operating revenue base through reusable cup deployments, partnerships, merchandise and associated services while continuing to invest in the infrastructure, technology and commercial relationships required to scale.

For FY25, WOSUP Australia recorded approximately A$500,004 in revenue. During the year, we continued to invest in venue acquisition, technology development, operational capability and commercial partnerships.

For the eleven months to May 2026, trading income was approximately A$325,403. This included approximately A$84,000 in partnership revenue, A$95,000 in R&D grant income, merchandise and reusable cup sales and freight recoveries. Gross profit for the period was approximately A$210,990 against approximately A$114,413 in cost of sales.

Our forecast provides a clearer view of the intended growth pathway from the current operating base.

The key financial objective over the next 24 months is to establish a significantly stronger revenue base before the larger venue expansion phase. This means increasing contracted venue activity, annual cup utilisation and recurring commercial revenue while continuing to improve operating efficiency.

Our financial strategy is driven by venue penetration and revenue per use. Every additional venue increases the number of beverage transactions flowing through WOSUP infrastructure and expands the audience available for sponsorship and Rewards activity. Our current operating assumptions use approximately A$0.25 per cup use for core operations and approximately A$0.20 per use for sponsorship, creating an indicative A$0.45 per-use revenue opportunity before additional Rewards and data monetisation.

This structure means growth is not dependent solely on continually increasing the price charged to venues. As the network expands, our objective is to build additional commercial value around each existing transaction.

The venue expansion scenarios demonstrate the potential impact of this approach. An identified Top 5 venue portfolio represents approximately 6.43 million annual cup uses. A Top 10 portfolio represents approximately 9.51 million annual uses, while a Top 20 portfolio represents approximately 11.65 million annual uses. At approximately 11.65 million annual cup uses, an additional A$0.10 of Rewards revenue per cup use would represent approximately A$1.17 million in additional annual revenue. This demonstrates the operating leverage available within the WOSUP model.

The physical reuse network establishes venue distribution and audience scale. Sponsorship, Rewards and data can then increase the commercial value generated from that network.

Growth also creates working-capital requirements. Venue mobilisation can require expenditure across inventory, washing, transport, logistics, technology and staffing before associated customer receipts are collected. Maintaining sufficient liquidity is therefore important to our ability to activate and service new opportunities.

The immediate financial focus remains CY26–CY28. During this period, we intend to demonstrate increasing revenue, stronger venue density, improving utilisation and greater commercial contribution from sponsorship and digital engagement. Each of these milestones strengthens the foundation for the larger network expansion contemplated from CY29 onward.

Offer Details

WOSUP Holdings Pty Ltd currently has 9,057,828 ordinary shares on issue. Based on the latest shareholding information supplied by the company, the current ownership structure is:

Convertible notes

Director and shareholder loans with an aggregate principal value of A$771,477 have been converted into convertible notes. All convertible notes have been extended for a further two years on the same existing terms. The extended maturity date is 30 June 2028. The existing terms include:

Ownership following the offer

If the maximum A$1 million is raised, WOSUP will issue 1,000,000 new ordinary shares. On an issued-share basis, and excluding any future exercise of ESOP options or conversion of the convertible notes:

Investors participating in the full A$1 million raise will collectively hold approximately 9.94% of the ordinary shares then on issue. Based on the A$1.00 issue price and the current ordinary shares on issue, the offer implies:

These ownership calculations are based on issued ordinary shares only. They do not include potential future dilution arising from the exercise of ESOP options or conversion of the outstanding convertible notes.

Investment process

Investors wishing to participate may request the current subscription documentation directly from WOSUP. The investment process involves:

For investors, the opportunity provides direct equity participation in WOSUP as the company works to expand its venue network, increase annual cup utilisation and develop additional commercial revenue through sponsorship, Rewards and data. As venue penetration increases, the physical network provides access to larger audiences. As sponsorship, Rewards and data monetisation develop, the potential revenue generated from those audiences can also increase. This combination provides the basis for our long-term value-creation strategy.

Our aim is to build a business whose value is determined not simply by the number of reusable cups in circulation, but by the scale of the venue network, the audiences connected through that network and the recurring commercial revenue generated around those audiences.