Product Disclosure Statement

New Zealand’s 1st
Listed Bitcoin
Treasury Company
Product Disclosure Statement
Initial public offering of ordinary shares in Locate Technologies Limited
Date: 3 November 2025 
This document gives you important information about this investment to help you decide
whether you want to invest. There is other useful information about this offer on
www.disclose-register.companiesoffice.govt.nz/. Locate Technologies Limited has prepared this
document in accordance with the Financial Markets Conduct Act 2013. You can also seek advice
from a financial advice provider to help you to make an investment decision.

PRODUCT DISCLOSURE STATEMENT
1. Key information summary
What is this?
This is an offer of ordinary shares in Locate Technologies Limited (Locate NZ). Ordinary shares give you a stake
in the ownership of Locate NZ. You may receive a return if Locate NZ increases in value and you are able to sell
your ordinary shares at a higher price than you paid for them.
If Locate NZ runs into financial difficulties and is wound up, you will be paid only after all creditors have been
paid. You may lose some or all of your investment.
About Locate NZ
Locate NZ is a New Zealand-incorporated company established for the purpose of acquiring Locate Technolo-
gies Limited (Australia) (Locate Australia) so as to effect a migration of Locate Australia’s listing from the ASX to
the NZX Main Board (Migration). Locate NZ will acquire 100% of the existing shares in Locate Australia by way
of a scheme of arrangement to be effected in accordance with the Corporations Act (Australia) (the Scheme).
Locate NZ’s listing on the NZX Main Board is conditional on Locate Australia shareholders approving the Scheme
at the Scheme meeting on 1 December 2025. If approved, the Scheme will take effect, and Locate NZ will issue
ordinary shares in Locate NZ to Locate Australia shareholders, on or about 16 December 2025.
Locate Australia is a founder-led technology-driven company with a mission to revolutionise the last mile of de-
livery by providing customer-centric solutions. Locate Australia’s business is made up of the Locate2u, Zoom2u,
and 2u Enterprises businesses.
As part of its capital allocation strategy, Locate Australia invests surplus capital into Bitcoin in accordance with
its treasury management policy. Locate NZ has adopted a Treasury Management Policy in the same form as
Locate Australia in all material respects (available on the Locate NZ website at locatetech.nz).
Given its Bitcoin strategy, an investment in Locate NZ is a high-risk investment. A substantial portion of Locate
NZ’s assets are intended to be held in Bitcoin, which is extremely volatile.
For more information, see Section 2 (Locate NZ and what it does).
Purpose of this offer
The purpose of the Offer is to facilitate the listing of Locate NZ on the NZX Main Board as part of the Migration to
enable Locate NZ to pursue its Bitcoin strategy. It is expected that a portion of capital raised from the Offer (after
meeting transaction costs, including reimbursing Locate Australia for costs associated with the Migration and
Scheme) will be used to purchase Bitcoin, enabling Locate NZ to pursue Locate Australia’s Bitcoin strategy.
The Offer will also enable Locate NZ to establish an ATM Facility substantially similar to the one operated by
Locate Australia. The purpose of the ATM Facility is to provide Locate NZ with the flexibility to raise capital
progressively and as needed. Locate NZ intends to use these funds to pursue Locate NZ’s Bitcoin strategy. More
information about the operation of the ATM Facility is available in Section 5 (Terms of the Offer).
For more information, see Section 3 (Purpose of the offer).
LOC - IPO PDS 2025 | Page 2

LOC - IPO PDS 2025 | Page 3
PRODUCT DISCLOSURE STATEMENT
For more information, see Section 3 (Purpose of the offer).
Key terms of the offer
Description of the Shares
Novus Offer Initial Price
General Offer Price
Structure of the offer
Ordinary shares
Nil
NZ$0.075 (fixed based on the one-month VWAP of Locate Australia Shares ending 10
September 2025, converted to NZD).
AU$0.068 (fixed based on the one-month VWAP of Locate Australia Shares ending 10
September 2025).
There are two components to the Offer:
(a) General Offer: an offer to investors in New Zealand and Australia of
Shares in Locate NZ.
(b) Novus Offer: an offer to Novus Capital Limited (Novus) of an initial
number of Shares in Locate NZ (Initial Novus Shares) in order to es-
tablish an ATM Facility, and ongoing issuances of shares to Novus in
accordance with the terms of the ATM Facility Deed (Ongoing Novus
Shares). The ATM Facility and the ATM Facility Deed are summarised
below and described in detail in Section 5 (Terms of the Offer).
Novus Offer Ongoing
Price
Allotment of the Initial
Novus Shares
Allotment of the Shares
offered under General
Offer
Expected quotation
of Shares and
commencement of trading
on the NZX Main Board
To be specified by Locate NZ at the time of issuance in accordance with the terms of
the ATM Facility Deed. Locate NZ will set the minimum price of Shares sold under the
ATM Facility Deed with reference to the current market price for the Shares.
See Section 5 (Terms of the Offer) for more information about the operation of the
ATM Facility.
1 December 2025
3 December 2025
3 December 2025
Novus Offer opens
General Offer closes
General Offer opens
11 November 2025
24 November 2025
11 November 2025

PRODUCT DISCLOSURE STATEMENT
Number of Shares being
offered under General
Offer
13,333,333 (22.86% of the total Shares on issue following the allotment of Shares
under the General Offer and 4.48% of the total Shares on issue following completion
of the Scheme)
1
Applications must be received for 13,333,333 Shares under the General Offer (equiv-
alent to approximately $1 million) before the Shares are issued. Locate NZ’s listing
on the NZX Main Board is conditional on Locate Australia shareholders approving
the Scheme. If this does not happen, all application monies will be refunded without
interest and no Shares will be allotted.
Novus Offer closes3 March 2026
LOC - IPO PDS 2025 | Page 4
1
These figures are calculated on the assumption that the General Offer will be fully subscribed and no Ongoing Novus Shares will be issued prior to comple-
tion of the Scheme.
Number of Shares being
offered under the Novus
Offer as the Initial Novus
Shares
Number of Shares being
offered under the Novus
Offer as the Ongoing
Novus Shares
Liabilities, fees and
charges
45,000,000 (77.14% of the total Shares on issue following the allotment of Shares
under the General Offer and 15.12% of the total Shares on issue following completion
of the Scheme)
1
To be determined in accordance with the terms of the ATM Facility Deed (summarised
below). These will be additional to the Initial Novus Shares.
If you sell your Shares, you may be required to pay brokerage or other sale expenses.
You may also be liable for tax on the sale of your Shares. You should seek your own
tax advice in relation to your Shares.
The ATM Facility will operate to allow Locate NZ to raise capital at market prices by issuing the Initial Novus Shares
as “collateral” shares to Novus, which Novus will then sell on market in accordance with minimum price and volume
limits set by Locate NZ. Novus will then remit the proceeds from the sale of these Shares to Locate NZ, and Locate
NZ will issue new Shares to Novus (i.e. the Ongoing Novus Shares) to ‘replace’ the Shares Novus sold. See Section 5
(Terms of the Offer) for more information about the operation of the ATM Facility.
Locate NZ reserves the right to close the Offer or any part of it early, extend the Offer or any part of it, accept late
Applications or settlement either generally or in particular cases, reject any Application, or allocate to any Applicant
fewer shares than applied for. For more information see Section 5 (Terms of the Offer).
How pricing of the Shares is fixed
The General Offer Price is fixed based on the one-month VWAP for Locate Australia Shares ending 10 September 2025,
converted to NZD. The Novus Offer Initial Price is nil. The Novus Offer Ongoing Price will be specified by Locate NZ at
the time of issuance in accordance with the terms of the ATM Facility Deed. Locate NZ will set the minimum price of
Shares sold under the ATM Facility Deed with reference to the current market price for the Shares.
For more information see Section 5 (Terms of the Offer).
How you can get your money out
Locate NZ intends to quote these ordinary shares on the NZX Main Board. This means you may be able to sell them
on the NZX Main Board if there are interested buyers. You may get less than you invested. The price will depend on the
demand for the ordinary shares.

LOC - IPO PDS 2025 | Page 5LOC - IPO PDS 2025 | Page 5
PRODUCT DISCLOSURE STATEMENT
Bitcoin as a treasury reserve asset
Locate2u SaaS platform
Zoom2u marketplace
Adopt Bitcoin as Locate NZ’s principal treasury reserve asset; continue to accumulate holdings
subject to prudent capital management; explore carefully managed yield opportunities (lending,
options) while prioritising security and custodial risk management; provide long-term protection
against fiat currency debasement.
Position Locate2u as the core growth driver; expand the global customer base across SME and
enterprise segments; invest in ongoing product development to maintain functionality and
competitiveness; focus on international markets with rising e-commerce penetration.
Reinforce Zoom2u’s role as a trusted delivery marketplace; diversify enterprise customer base;
strengthen relationships with large customers; grow SME pipeline; monitor and manage regulatory
risks.
Aspects of Locate NZ and
Locate Australia’s business
which drive financial perfor-
mance
Key strategies and plans
Key drivers of returns
You should read this table in conjunction with Section 2 (Locate NZ and what it does).
Key risks affecting this investment
Investments in shares are risky. You should consider if the degree of uncertainty about Locate NZ’s future
performance and returns is suitable for you. The price of these ordinary shares should reflect the potential
returns and the particular risks of these ordinary shares. Locate NZ considers that the most significant risk
factors that could affect the value of the ordinary shares are:
Scheme not completing
As at the date of this PDS, the Scheme is still conditional on certain matters, including the approval of Locate
Australia shareholders. If the Scheme does not proceed for any reason after Locate Australia shareholder
approval, Locate NZ intends to remain listed on the NZX Main Board and to continue to operate a Bitcoin treasury
strategy.

Bitcoin Volatility and Market Risk
Bitcoin has experienced significant historical volatility, with sharp price fluctuations that could materially impact
Locate NZ’s balance sheet and financial performance. Locate NZ’s Bitcoin holdings may decline in value over
both short and long time horizons.
Bitcoin Regulatory and Legal Risk
The regulatory treatment of Bitcoin remains unsettled and subject to change across multiple jurisdictions. New
laws, accounting standards or tax treatments could adversely affect the value, liquidity, or usability of Locate
NZ’s Bitcoin holdings.
Bitcoin Custody and Security Risk
Locate NZ will rely on third-party custodians to safeguard its Bitcoin. Any cybersecurity breach, operational
failure or insolvency of a custodian could result in partial or total loss of Bitcoin assets.

Customer Concentration Risk
A substantial portion of Zoom2u’s revenue is derived from a small number of large enterprise customers. Loss of,
or reduced engagement from, these customers could materially reduce revenue, though growth in Locate2u and
the Bitcoin strategy are expected to lessen reliance over time.

LOC - IPO PDS 2025 | Page 6
PRODUCT DISCLOSURE STATEMENT
Gig-economy – regulatory scrutiny
Zoom2u operates a licensee-based delivery marketplace model. This model is central to Zoom2u’s operating
efficiency and competitive positioning. However, gig-economy worker classification has become a key focus of
regulatory scrutiny. Any move toward reclassifying licensees as employees would have direct and material
consequences for Locate NZ’s cost base, compliance obligations, and the economic sustainability of the
marketplace model.
This summary does not cover all of the risks of investing in ordinary shares. You should also read Section 8
(Risks to Locate NZ’s business and plans).
Locate NZ’s financial information
The financial position and performance of Locate NZ are essential to an assessment of this offer. You should
also read Section 7 (Locate NZ’s financial information).
Number of Shares being offered under General Offer
General Offer Price
13,333,333
NZ$0.075
A$0.068
Capitalisation table
Number of Shares being offered under the Novus Offer as the Initial Novus Shares
Novus Offer Initial Price
Implied market capitalisation
2
Implied enterprise value
2
45,000,000
nil
NZ$1,000,000
NZ$1,000,000
2
The implied market capitalisation and implied enterprise value are calculated on the assumption that 58,333,333 Locate NZ Shares will be on issue, and
taking into account that the Novus Offer Initial Price is nil. The actual number of Shares may differ following the close of the General Offer and the Novus
Offer, which may cause the market capitalisation and enterprise value to differ from what is stated here.

PRODUCT DISCLOSURE STATEMENT
Contents
1. Key information summary
2. Locate NZ and what it does
6. Key features of ordinary shares
4. Key dates and offer process
8. Risks to Locate NZ’s business and plans
3. Purpose of the offer
7. Locate NZ’s financial information
5. Terms of the offer
9. Tax
10. Where you can find more information
11. How to apply
12. Contact information
13. Glossary
Letter from the Chair
2
9
49
42
53
40
50
43
61
62
63
64
66
8
LOC - IPO PDS 2025 | Page 7

PRODUCT DISCLOSURE STATEMENT
Letter from the Chair
Dear Investor,
On behalf of the Board and management team, it is my privilege to introduce Locate Technologies Limited as we
take the next step in our journey and list on the New Zealand Exchange (NZX).
A Decade of Progress
Our story began in 2014 as Zoom2u, with a simple mission: to improve the experience of last-mile delivery. What
started as a courier marketplace has evolved into an international technology company. Today, through our SaaS
platform, Locate2u, we enable businesses of all sizes to manage deliveries with speed, visibility, and efficiency.
This transition to Locate Technologies reflects both the progress we have made and our vision to build enduring
value for shareholders in the years ahead.
Technology and Growth Engine
Locate2u is our core growth driver. It provides logistics technology that helps businesses reduce costs, improve
delivery times, and delight their customers. As the logistics sector undergoes rapid transformation—with advanc-
es in AI, automation, and autonomous delivery—Locate2u is well positioned to lead this evolution.
A Disciplined Treasury Strategy
Alongside operational growth, we are committed to financial resilience. We have adopted Bitcoin as our primary
treasury reserve asset, a strategy designed to protect long-term shareholder value against fiat currency debase-
ment and align the company with what we believe to be the most durable and secure monetary network. We view
this as a disciplined, long-term approach to capital allocation, not a short-term speculation.
The NZX Opportunity
This listing marks an important new chapter. Having begun our listed journey on the ASX, we are now moving
to the NZX, which we believe is the right home for our company from which to implement our Bitcoin treasury
strategy which we believe is a natural home for innovative growth companies with global aspirations. We warmly
welcome new investors in New Zealand and remain deeply appreciative of the support from our Australian share-
holders. Together, we look forward to building a strong trans-Tasman investor community.
Our Principles and Governance
We are guided by enduring principles: customer obsession, speed of execution, lean operations, technology lead-
ership, and transparency. These values underpin our strategy and are matched by the Board’s commitment to
prudent governance, risk management, and shareholder stewardship.
Looking Ahead with Confidence
Locate Technologies is still early in its journey, but the opportunity is vast. With Locate2u as our growth engine
and Bitcoin as a strategic treasury asset, we believe we are building a company that combines operational inno-
vation with financial strength.
On behalf of the Board and management, I thank you for your interest and invite you to join us as shareholders as
we pursue this exciting next stage of our development.
Yours sincerely,
Drew Kelton
Chair
Locate Technologies Limited
LOC - IPO PDS 2025 | Page 8

PRODUCT DISCLOSURE STATEMENT
2. Locate NZ and what it does
Company Overview and description - Locate NZ
Locate NZ is an entity incorporated in New Zealand specifically for the purpose of acquiring Locate Australia
and thereby effecting the Migration of Locate Australia’s listing from the ASX to the NZX Main Board. Locate NZ
therefore does not itself currently have any material business operations. More information about the Scheme
and information about Locate Australia’s business is set out below.
Acquisition of Locate Australia
On 12 September 2025, Locate NZ and Locate Australia entered into the Scheme Implementation Deed to effect
the Scheme in accordance with the Corporations Act. Locate NZ’s listing on the NZX Main Board is conditional
on Locate Australia shareholders approving the Scheme at the scheme meeting on 1 December 2025. In accor-
dance with the Scheme Implementation Deed, the Scheme will be completed after Locate NZ is listed on the NZX
Main Board.
Under the terms of the Scheme, subject to the conditions described below, on the implementation date:
• Locate NZ will acquire all of the ordinary shares in Locate Australia; and
• each Locate Australia shareholder will be issued one Share in Locate NZ for every Locate Australia Share
they hold on the record date for the Scheme.
Following completion of the Scheme, Locate Australia will be delisted from the ASX. Locate Australia intends to
transfer the Bitcoin currently held by Locate Australia to Locate NZ, and that all future purchases of Bitcoin will
be made by Locate NZ.

The Scheme is conditional on:
LOC - IPO PDS 2025 | Page 9
all necessary regulatory approvals being received before 5:00pm (Australian time) on the Business
Day before the second court hearing in relation to the Scheme;
Locate Australia shareholders approving the Scheme in accordance with section 411(4)(a) of the
Corporations Act;
the Australian Courts approving the Scheme in accordance with section 411(4)(b) of the Corporations
Act;
a copy of the Court order approving the Scheme under section 411(10) of the Corporations Act being
lodged with ASIC;
no legal restraint or prohibition prevent the Scheme having occurred as at 8:00am (Australian time)
on the second Court date in connection with the Scheme;
the Independent Expert engaged in connection with the Scheme concluding that the Scheme is in
the best interests of Locate Australia shareholders, and the Independent Expert not withdrawing or
adversely modifying that conclusion before 8:00am (Australian time) on the day of the second Court
date in connection with the Scheme;
the Australian Taxation Office issuing a class ruling to the effect that Locate Australia shareholders
who hold Locate Australia Shares on capital account and who make a capital gain from the exchange
of their Locate Australia Shares for Locate NZ Shares under the Scheme will be eligible for scrip-for-
scrip roll-over relief; and
Locate NZ having been listed on the NZX Main Board prior to 8:00am (Australian time) on the Second
Court Date.
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)

Each Locate Australia director intends to vote in favour of the Scheme. The directors on the Locate Australia
Board collectively control the voting rights attaching to approximately 21.3% of the Locate Australia Shares
on issue.
It is intended that Locate Australia will meet Locate NZ’s transaction costs in respect of the Scheme and the
NZX listing process, and Locate NZ will reimburse Locate Australia for part of these costs after the close of
the General Offer. More information about the use of proceeds from the Offer is set out in Section 3 (Pur-
pose of the Offer).
If the Scheme does not proceed for any reason after Locate Australia shareholder approval, Locate NZ
intends to remain listed on the NZX Main Board and to continue to operate a Bitcoin treasury strategy. In
these circumstances, the directors and management of Locate NZ would remain the same. Locate NZ’s
listing costs would be paid from the initial capital raised under this Offer, including by way of the ATM
Facility. The operating costs of Locate NZ in this scenario would principally be directors’ fees, legal and
compliance costs and finance staff costs. In this situation, Locate NZ would contract with Locate Australia
for the provision of finance services at arm’s length pricing.
PRODUCT DISCLOSURE STATEMENT
These dates are indicative only and may change. Locate NZ and Locate Australia reserve the right to vary or extend these
dates.
Scheme Implementation Deed signed and announced
Scheme of Arrangement indicative timetable
Initial court hearing of application for scheme meeting
Scheme booklet sent to Locate Australia shareholders
Second Court hearing of application for approval of scheme
Implementation of scheme
Delisting of Locate Australia from ASX
Meeting of Locate Australia shareholders to seek shareholder approval for scheme of
arrangement
12 September 2025
27 September 2025
31 October 2025
10 December 2025
16 December 2025
17 December 2025
1 December 2025
The Scheme Implementation Deed is available on the Offer Register.
Company Overview and description – Locate Australia
Locate Australia listed on the ASX in September 2021 as Zoom2u Technologies Limited and changed its name to
Locate Technologies Limited in May 2025.
LOC - IPO PDS 2025 | Page 10

PRODUCT DISCLOSURE STATEMENT
Origins of the Australian Marketplace: Zoom2u
Locate Australia was founded by Steve Orenstein as Zoom2u in 2014, with a vision to simplify and modernise
last-mile delivery through technology. Since then, the Zoom2u marketplace has provided customers with access
to fast, reliable, same-day courier services by connecting them with a national network of independent drivers.
Since its founding, Zoom2u has facilitated more than 4.4 million deliveries across Australia, serving enterprise
clients such as DHL, Nespresso, and Bunnings Warehouse, as well as a large base of small and medium
enterprises. This marketplace heritage provides Locate Australia with deep logistics expertise, operational
insights into real-time tracking, customer transparency and driver efficiency, which continue to inform Locate
Australia’s product innovation.
Transition to SaaS: Locate2u
Building on its marketplace foundation, Locate Australia launched Locate2u in 2019, a Software-as-a-Service
(SaaS) platform designed to enable businesses to manage delivery and service fleets more effectively. Locate2u
provides:
• Route optimisation and fleet efficiency through advanced algorithms.
• Real-time GPS tracking and visibility for businesses and customers.
• Seamless booking, dispatch and billing management.
• Customer experience tools such as branded live tracking and proof of delivery.
Locate2u has since become the flagship product and primary growth engine of Locate Australia. In FY25, Loca-
te2u revenue grew 13% year-on-year, underpinned by onboarding of enterprise customers including, most nota-
bly, Winning Group (Appliances Online). During FY25, Amart Furniture renewed its agreement with Locate2u and
implemented use of additional features within the product. Within Locate2u’s existing customer base, Couriers
By Demand and Middy’s Electrical have expanded their usage by adding additional licences, whilst Beaumont
Tiles was upgraded to an enterprise plan. Additional contracts signed in early FY26 with Coco Republic and iRise
Logistics further validate Locate2u’s enterprise credentials.
Locate Australia’s acquisition of the Talcasoft business in 2022 expanded Locate2u’s capabilities into transport
management systems, enabling the platform to serve not only last-mile operators but also freight, logistics and
large-scale delivery businesses. This combination has positioned Locate2u as a comprehensive logistics tech-
nology solution, adaptable to SMEs and enterprise accounts alike. See page 21 for further information about the
Talcasoft acquisition.
Corporate Evolution: Locate Technologies
In May 2025, Locate Australia formally changed its name from Zoom2u Technologies Limited to Locate Tech-
nologies Limited to reflect its strategic focus and long-term direction. While the Zoom2u marketplace remains
an important domestic delivery platform, the emphasis of the business has shifted towards the Locate2u SaaS
product and its Bitcoin treasury.
LOC - IPO PDS 2025 | Page 11

PRODUCT DISCLOSURE STATEMENT
LOC - IPO PDS 2025 | Page 12
Building a Bitcoin Treasury
In conjunction with continuing to grow its technology businesses, in January 2025, Locate Australia adopted a
treasury management policy which allows Bitcoin to be acquired by the company. Locate NZ has adopted a Trea-
sury Management Policy in the same form as Locate Australia in all material respects. This policy aligns with the
Locate Australia Board’s view that Bitcoin provides a means to preserve value over time and serves as a hedge
against inflation. The Treasury Management Policy is available on Locate NZ’s website at the following address:
locatetech.nz
Locate NZ believes that building a significant treasury reserve will provide the flexibility to capitalise on strategic
acquisition and other growth opportunities for its underlying businesses. However, building a Bitcoin treasury
will expose Locate NZ to risks associated with Bitcoin investment, which is highly volatile. Please see Section
8 (Risks to Locate NZ’s business and plans) for more information on the risks involved with an investment in
Locate NZ.
To achieve this, Locate NZ will allocate its capital prudently, maintaining a treasury comprised of both traditional
cash reserves and Bitcoin. Locate NZ intends to use a range of capital structures, including equity and debt to
raise fiat currency on a consistent basis. This fiat capital will be deployed towards the systematic acquisition of
Bitcoin, in line with the company’s Treasury Management Policy.
Additional capital for investment in Bitcoin will only be raised when attractive terms can be secured, in line with
Locate NZ’s ethos of delivering sustained shareholder value. Locate NZ has entered into an “At the Market”
Facility (ATM) agreement with Novus, which is intended to be used as one mechanism to raise capital that can be
invested in accordance with this policy.
As at 30 June 2025, Locate Australia held 10.1 Bitcoin, increasing to 12.3 Bitcoin by 30 July 2025. The
acquisition of Bitcoin was funded by an A$1.45 million placement to investors in May 2025, together with
issuances under the Locate Australia ATM Facility totalling approximately A$1.4 million through mid-July 2025.
Cash and Bitcoin reserves together amounted to A$3.4 million at 30 June 2025 (with A$1.8 million of this being
cash and $A1.6 million being Bitcoin), representing a 64% increase in treasury assets compared with 30 June
2024. For comparison, there was a decrease in Locate Australia’s cash reserves of 47% from 30 June 2023 to 30
June 2024.
Locate Australia’s decision to adopt Bitcoin as a component of its treasury reflects a deliberate and strategic
approach to capital management. Traditional corporate treasuries are typically concentrated in fiat currencies,
which are subject to inflationary pressures and policy-driven expansion of money supply. By contrast, Bitcoin
represents a scarce, decentralised digital asset with attributes that make it increasingly recognised as a
long-term store of value.
In assessing alternatives for strengthening the resilience of its balance sheet, the Locate Australia Board
concluded that holding a portion of treasury reserves in Bitcoin offers unique advantages relative to conventional
assets. The rationale for Bitcoin as a treasury reserve is therefore based on the following considerations:
• Scarcity: Bitcoin’s fixed supply of 21 million.
• Durability & Portability: Secure, global, 24/7 transferability independent of traditional financial systems.
• Decentralisation & Security: A globally distributed network resistant to inflationary pressures and centralised
control.
• Performance: Bitcoin has delivered returns over the past 10 years that have exceeded those of major asset
classes over the long term, including leading equity indices
3
(noting that Bitcoin is also volatile compared to
other assets – see Section 8 (Risks to Locate NZ’s Business and Plans) for more information about Bitcoin
volatility).
3
Source: https://www.coingecko.com/research/publications/bitcoin-versus-traditional-assets-price-returns

Locate Australia views its Bitcoin reserve as a permanent component of the balance sheet, designed to:
• Preserve shareholder value against currency debasement and inflation.
• Strengthen capital resilience across economic cycles.
• Demonstrate disciplined treasury governance.
• Align with its innovation-led identity as a technology company.
Bitcoin acquisition, holding and disposal process
The below section describes how Locate Australia currently acquires, holds and disposes of Bitcoin in
practice and Locate NZ’s proposed practices, which are the same practices as those currently followed by
Locate Australia in all material respects.
Locate NZ’s treasury strategy permits investment solely in Bitcoin as a digital asset class. The acquisition,
custody and oversight of Bitcoin are undertaken in accordance with defined governance frameworks and
control processes designed to safeguard shareholder interests, maintain appropriate liquidity, and ensure
compliance with treasury and covenant requirements.

Acquisition of Bitcoin
Locate NZ may only acquire Bitcoin where forecast cash reserves remain sufficient to meet operational
obligations and lender covenant requirements, with an additional liquidity buffer maintained above
those thresholds. Transactions exceeding a prescribed monetary limit require prior approval of the Board.
Acquisitions below this limit may be authorised by senior executives, provided that liquidity buffers remain
intact.
All transactions are subject to dual-control authorisation by at least two directors and/or senior
executives. Execution instructions will be provided only to accredited counterparties, and settlement funds
will be released from Locate NZ’s bank accounts exclusively under dual authorisation. Accredited brokers
will be selected on the basis of liquidity, transaction size, execution pricing, and counterparty risk.

Holding of Bitcoin
Immediately upon settlement, Bitcoin will be transferred to Locate NZ’s designated custodian under
automatic or manual transfer protocols. Bitcoin will not be retained with brokers for storage purposes.
Holdings are maintained with an institutional-grade custodian employing segregated accounts and pro-
fessional infrastructure. To reduce concentration risk, Locate NZ may engage multiple custodians to hold
portions of its Bitcoin portfolio.
All Bitcoin purchased will be securely stored under institutional-grade custody solutions. Locate Australia’s
current Bitcoin holdings are currently held with Zodia, an institutional grade custodian whose shareholders
include Standard Chartered Bank, SBI Group, Northern Trust, and National Australia Bank. Locate NZ intends
to establish custody arrangements with multiple independent custodians to diversify storage arrangements
and minimise counterparty risk. This multi-custodian approach is designed to enhance security, mitigate
single-point-of-failure risks, and provide additional assurance to investors regarding the safekeeping of
Locate NZ’s Bitcoin. Locate NZ will continue to evaluate alternative institutional-grade providers to
further diversify its custody arrangements. Locate Australia can pursue full damages (i.e. uncapped
liability) against Zodia in the event of Locate Australia’s Bitcoin being lost due to fraud, wilful misconduct,
or any other liability that cannot lawfully be limited or excluded by Zodia under applicable law. Locate NZ is
currently engaging with insurance brokers about obtaining additional Bitcoin insurance, but has not yet put
any arrangements in place.
PRODUCT DISCLOSURE STATEMENT
LOC - IPO PDS 2025 | Page 13

To further strengthen assurance, Locate NZ intends to undertake independent quarterly reviews of its Bit-
coin holdings, including reconciliation of custodian statements against blockchain records, verification of
balances and transactions, and consideration of any independent assurance reports (such as SOC 2 Type II
or ISAE 3402) made available by custodians.

Disposal of Bitcoin
Locate NZ does not anticipate disposing of Bitcoin other than in limited circumstances, such as to maintain
liquidity buffers or comply with covenant requirements. Any disposal would be subject to the same approval
and dual-authorisation framework as acquisitions.

Oversight and Reporting
The Board receives regular reporting on Bitcoin activities, including acquisition details, custody arrange-
ments, and current valuations. Independent verification of Locate NZ’s Bitcoin holdings will be undertaken
as part of its annual reporting processes, including confirmation of existence and valuation by external
auditors.
Mission
Locate Australia’s mission is to revolutionise the last mile of delivery through customer-centric, transparent
and continuously innovating technology. Its long-term focus is twofold:
• To be recognised globally as a leading logistics SaaS platform that enables businesses of all sizes to
orchestrate delivery with precision and efficiency.
• To remain financially resilient and innovation-led, with a Bitcoin treasury reserve underpinning enduring
stability and shareholder value creation.
Corporate Structure
Set out below is the Locate Group structure prior to the Migration:
PRODUCT DISCLOSURE STATEMENT
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PRODUCT DISCLOSURE STATEMENT
Set out below is the proposed Locate Group structure following the Migration:
The Locate2u, Zoom2u, and 2u Enterprises businesses are described in more detail below. Drivers2u Pty Ltd
is non operating. Talcasoft Australia Pty Ltd holds the customer contracts related to the Talcasoft business,
as are described in more detail below. Locate IP Pty Ltd employs software developers and owns the Locate
Group’s intellectual property.
Locate2u USA Inc collects revenue for a number of Locate2u customers who wish to pay their subscription
to a US bank account (noting that other customers pay directly to Locate2u Pty Ltd using credit cards).
Locate2u UK Limited is incorporated in the UK and is non-operating. Locate2u Pte Ltd is incorporated in
Singapore and is non-operating. Locate Australia is in the process of deregistering this entity.
Pure loan facility
Locate Australia is the borrower under a facility agreement with Pure Asset Management Pty Ltd (Australia)
(Pure) in its capacity as trustee for The Income and Growth Fund. Pure is also a holder of 3.1% of Locate
Australia Shares.
As at 30 June 2025, the facility agreement had a principal amount outstanding of A$4,000,000. All other
members of the Locate Group are guarantors of the facility and, together with Locate Australia, have grant-
ed security over all of their present and after-acquired property to Pure. It is expected that Locate NZ will
accede to the security arrangements on completion of the Scheme and provide a guarantee and security on
substantially the same terms as other members of the Locate Group.
Consent has been provided by Pure to the change of control that will take place on implementation of the
Scheme.
If Locate Australia breaches a financial covenant, including the EBITDA covenant or minimum cash balance
covenant, Pure may do any or all of the following:
• cancel any undrawn facility commitments;
• declare that all outstanding amounts are immediately due and payable; and
• enforce its security, including by appointing a receiver or taking possession of secured assets.
LOC - IPO PDS 2025 | Page 15

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PRODUCT DISCLOSURE STATEMENT
Pure may also initiate an independent review of Locate Australia’s financial position and operations
following a covenant breach or other default.
During FY25 there were a number of review events in relation to the loan facility, due to EBITDA for the
quarters ending 31 December 2024, 31 March 2025 and 30 June 2025 failing to reach the covenant hurdle
for EBITDA. In addition, during the 31 March 2025 quarter the cash balance temporarily fell below the
minimum required. Pure has confirmed in writing to Locate Australia that it has waived its rights that
accrued in relation to these review events.
Locate Australia has breached the reported EBITDA covenant for the September 2025 quarter in part due to
costs associated with the Migration. Pure has waived its rights in relation to this breach.
On 14 August 2025, the cash balance covenant was formally adjusted, and a new covenant was agreed
which requires Locate Australia to hold a minimum Bitcoin balance of A$500,000, with an aggregate cash
and Bitcoin balance of at least $1.35m. The change was made in recognition of the company’s adoption of
Bitcoin as a treasury reserve asset.
For more information on the risks associated with a breach of the financial covenants, see Section 8 (Risks
to Locate NZ’s business and plans).

Changes Since FY23
Since the beginning of the FY23 reporting period, the following material changes have occurred in Locate
Australia’s operations:
• A strategic shift towards SaaS operations, with Locate2u becoming the primary focus of investment
and revenue growth.
• Completion of the integration of the Talcasoft business into Locate2u, broadening its capability to ser-
vice larger transport and logistics operators.
• Adoption of a Bitcoin treasury strategy in FY25, under which surplus capital is allocated to Bitcoin as a
long-term reserve asset.
• Change of name from Zoom2u Technologies Limited to Locate Technologies Limited in May 2025 to
reflect the emphasis on technology and SaaS operations.

Each of these is described in more detail in the below sections.
Nature of Locate Australia’s Operations
Locate Australia carries on business in the logistics technology and delivery services sector in Australia and
internationally. The operations and main activities of each of Locate Australia’s key subsidiaries are set out
in more detail below.
Locate Australia’s Main Activities
Locate2u
Locate2u was launched in 2019. It provides a SaaS solution enabling businesses to manage delivery and
service operations. Locate2u is sold on a subscription basis to customers ranging from small operators to
enterprise fleets. Following the acquisition of the Talcasoft business in 2022, the platform also incorporates
transport management software functionality.
The software has been designed to enable delivery businesses to manage bookings, optimise routes, es-
timate delivery times and share driver locations with consumers. More recent developments have enabled
fleet operators to invoice their customers and automate driver pay.

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PRODUCT DISCLOSURE STATEMENT
Consumers today want to know when their delivery is arriving – they do not want a time window of simply
AM or PM. With Locate2u, businesses can take all of their deliveries for the day and process them through
Locate2u’s routing engine, generating real-time ETAs.
With Locate2u, the planned deliveries are run through the product’s algorithm which builds the most effi-
cient route – reducing not only the time to deliver but also the number of drivers.
Example of Locate2u’s algorithm building the most efficient route
Being able to build optimised routes leads to cost savings to business and also reduces the impact to the
environment from the reduction in unnecessary kilometres travelled. Equally as important, the driver re-
ceives all their deliveries via their mobile device (on iOS or Android). The driver can see the route and simply
follow navigation directions from Locate2u to make their deliveries. The system enables a driver with no
local knowledge of an area to be extremely efficient in making deliveries.
From the consumer’s perspective, as the driver leaves the warehouse the consumer will receive an SMS
with a link. The tracking link opens on the consumer’s phone, allowing them to see the live location of the
driver and their ETAs. The link can be white labelled to match the brand of the business.

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PRODUCT DISCLOSURE STATEMENT
Once the driver completes the delivery, they have the ability to capture proof of delivery via a photo or
signature, which is automatically notified to the business’ administration portal. Through the administra-
tion portal the business can track a driver’s live location, route history and monitor the status of all book-
ings. GPS data can be collected either from the driver’s mobile device or via a GPS unit hardwired into their
vehicle.
Locate2u can be used by clients that:
• Deliver products or have a need to track their fleets: for example, same day couriers, line haul trucking,
tow trucks and retail and food delivery; and
• Operate in service industries that have staff in the field: for example, cleaning, security, plumbing, elec-
trical, installation, repair, IT service, garden maintenance, rubbish removal and removalists.

Current clients include courier businesses, recycling businesses, furniture and electrical retailers and trans-
port businesses.
Clients are currently using the product in a number of countries globally including Australia, New Zealand,
United States of America, the United Kingdom and the United Arab Emirates (together totalling approxi-
mately 500 paying clients).
Monthly subscription fees for new customers vary from as little as A$12 per month for a business using
limited functionality with only one driver to over A$10,000 per month for large enterprises running large
fleets of vehicles.
Locate2u clients commit to a monthly subscription. The period may vary depending on the client and may
be a 12-month or 24-month contract. Pricing plans are based on the features required by the client.
Locate2u charges an implementation fee for enterprise clients looking for assistance with on-boarding and
training their team. The fee will be negotiated based on the requirements of the client. Development fees are
also charged to some clients.
Locate2u also sells branded GPS units to certain customers. Locate2u also supplies some customers with
SMSs which enable their customers to track the live location of drivers and see ETAs. Locate2u purchases
these SMSs from 3rd parties and derives revenue from acting as a reseller.

Zoom2u
Zoom2u commenced operations in 2014 with the mission of transforming the same-day delivery experience
for both businesses and individuals. It operates a technology-enabled marketplace platform that connects
customers with a distributed network of independent couriers. Customers can place bookings through
Zoom2u’s mobile application or website, and deliveries are fulfilled by drivers who use the platform to
receive and accept jobs.
The platform offers multiple delivery categories to meet varying customer needs, including VIP (point-to-
point delivery with no other deliveries in between), same day and interstate services. This flexibility allows
Zoom2u to serve a wide range of use cases — from urgent parcel deliveries for individuals to high-volume
requirements of enterprise clients. A core differentiator of Zoom2u is its real-time tracking technology,
which provides customers with estimated time of arrival, live driver location and a transparent view of the
delivery process. This emphasis on technology delivers a superior experience compared to traditional couri-
er services.

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PRODUCT DISCLOSURE STATEMENT
Zoom2u’s customer base spans individuals, small businesses and large corporate accounts, reflecting the
platform’s versatility. Two categories of participants use the marketplace:
• Drivers (independent couriers) who, under a license agreement, gain access to the platform to bid for
and accept delivery work.
• Customers (individuals or businesses) who, under the terms and conditions of use, book and pay for
delivery services through the app or website.
Upon successful onboarding, Zoom2u grants drivers a revocable, non-exclusive licence to use the platform.
Drivers retain full independence: they determine their own working hours, choose which bookings to
accept, and may vary the price at which they are prepared to provide their services, as opposed to accepting
the platform’s suggested pricing for a delivery. Drivers are not employees or agents of Zoom2u, but rather
participants in a marketplace that enables them to access demand for delivery services.
The platform facilitates, but does not itself provide, delivery services. Customers and drivers transact
directly with each other, with Zoom2u providing the technology, payments infrastructure, and communica-
tion tools that underpin the transaction. Customers create a booking request specifying parcel details, pick-
up and delivery locations, and desired timeframes. The system automatically notifies drivers in proximity to
the pick-up location, and a driver may then accept the booking via the app.
Payments are streamlined through the platform: when a driver accepts a job, the customer’s payment (in-
cluding any booking fee) is automatically processed and received into Zoom2u’s account on behalf of the
driver. On a weekly cycle, Zoom2u remits funds to drivers net of the platform fee, for which Zoom2u issues
an invoice to the driver. This structure ensures seamless payment flows and reduces friction for both sides
of the marketplace.
The Zoom2u model offers significant advantages over incumbent courier businesses: customers benefit
from speed, transparency, and reliability, while drivers gain access to flexible income opportunities. With
millions of deliveries processed to date, Zoom2u has established a proven platform that underpins Locate
Australia’s broader operations and complements Locate’s SaaS offering, Locate2u.
The diagram below shows the payment flows and contractual relationships of the Zoom2u marketplace.

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PRODUCT DISCLOSURE STATEMENT
2u Enterprises
2u Enterprises currently operates two ancillary businesses:
• Shred2u – a mobile document destruction service. While it continues to operate, it is not considered a
core business of the Locate Group and the Board may consider a divestment in the future.
• Marketing services – provision of digital marketing and customer acquisition services for customers
wishing to leverage the Locate Group’s expertise in this area.
Shred2u facilitates secure document shredding services. Shred2u uses third parties and drivers using the
Zoom2u marketplace to provide the delivery services and a third party for document destruction services
with the drivers’ routes being optimised by Locate2u.
Shred2u provides a simple online interface for users to order the service they require. Shred2u enables
customers to track when their shredding will be picked up, through the transparency provided by the driver
using Locate2u.
Shred2u can arrange pick up of documents for destruction from a customer’s home or office. Currently 90%
of Shred2u services are being booked in Sydney, with the remainder being booked in Melbourne. The ser-
vices are currently only offered in these two cities, but should the business not be divested, there is poten-
tial to expand these services to other major cities.
Acquisitions and dispositions
The proposed acquisition of Locate Australia via scheme of arrangement is described above.

LOC - IPO PDS 2025 | Page 21
Acquisition of Talcasoft
In November 2022, Locate Australia completed the acquisition of the Talcasoft transport management sys-
tems business. The acquisition included all assets required to operate the business, including the intellec-
tual property in Talcasoft’s software products and existing customer contracts.
The acquisition provided a number of strategic benefits:
• Technology and IP – integration of Talcasoft’s proven transport management software functionality
into the Locate2u platform, broadening Locate2u’s target market to include transport operators requir-
ing pricing and job management functionality.
• Skilled team – access to an experienced team of software developers based in Australia with
long-standing expertise in transport industry solutions.
• Market expansion – extension of Locate2u’s customer base beyond last-mile operators to freight and
transport businesses requiring more advanced transport management capability.
Total consideration for the acquisition was valued at A$2.0 million, comprising:
• A$1,360,000 in cash;
• A$640,000 in Locate Australia Shares (being 2,666,667 shares issued at a price of A$0.24 per share).

The Talcasoft acquisition was an important step in Locate Australia’s strategy for expanding the scope and
functionality of Locate2u and accelerating its adoption among larger logistics and transport operators.

Locate Australia Business industry or sector
Industry Dynamics and Convergence
Zoom2u and Locate2u operate at the intersection of two powerful and converging trends:
• Customer-centric delivery: As consumers increasingly expect deliveries in hours rather than days, busi-
nesses require solutions that guarantee precision, speed and visibility.
• Digitisation of logistics: Logistics providers are embracing SaaS and automation to reduce costs, opti-
mise fleets and meet sustainability goals.
Locate Australia’s dual presence—Zoom2u in the on-demand delivery marketplace and Locate2u in SaaS
logistics software—positions Locate Australia to capture opportunities across both high-growth verticals.
Together, they enable Locate Australia to deliver on its mission to provide technology that transforms the
last-mile experience for businesses and consumers worldwide.

Last-Mile Delivery Market (Zoom2u)
The global last-mile delivery sector is one of the fastest-growing areas of the logistics industry, under-
pinned by e-commerce growth and rising customer expectations. Analysts estimate the global market was
worth approximately US$133 billion in 2022, and is forecast to be worth more than US$258 billion by 2030,
a compound annual growth rate of nearly 9%.
4
This expansion reflects a structural shift in retail and sup-
ply chain behaviour, as businesses compete to offer ever-shorter delivery windows and greater visibility to
customers.
Australia reflects these global dynamics. The domestic courier and delivery market was valued at ~A$13.7
billion in FY20, with more than 56,000 businesses operating in the market, the majority being sole traders.
5

This fragmented structure creates significant opportunity for technology-enabled marketplaces to aggre-
gate demand and supply.
PRODUCT DISCLOSURE STATEMENT
4
Grand View Research, Market Analysis Report “Last Mile Delivery Market Size, Share & Trends Analysis Report By Service Type (B2C, B2B, C2C), By Technol-
ogy (Autonomous, Non-Autonomous), By Application, By Region, And Segment Forecasts, 2023 – 2030”.
5
IBIS World “Courier Pick-up and Delivery Services in Australia - Market Research Report (2015-2030)”.

LOC - IPO PDS 2025 | Page 22
PRODUCT DISCLOSURE STATEMENT
Competitive intensity is increasing, with both established incumbents and new entrants seeking to capture
share. Zoom2u differentiates itself through a customer-centric approach — transparent pricing, real-time
tracking and guaranteed time windows — underpinned by years of operational experience and millions of
completed deliveries.
Software-as-a-Service (SaaS) Logistics Technology (Locate2u)
Locate2u operates within the global logistics technology sector, providing delivery and fleet management
software on a SaaS basis. This sector is expanding rapidly as businesses replace manual processes and
legacy systems with cloud-based tools that optimise routing, automate dispatch and provide live customer
updates.

The size of the global delivery management software market was estimated to be USD 2.41 billion in 2024
and is projected to reach approximately USD 10.3 billion by 2035, a compound annual growth rate of nearly
14%
6
. These figures highlight the depth of demand for digital solutions that reduce costs and improve
delivery performance.
Competition in this sector is global and diverse, ranging from established enterprise transport management
system vendors to specialised SaaS delivery platforms. Locate2u’s strengths lie in its user-friendly design,
scalability and its foundation in operational expertise built through the Zoom2u marketplace.
Bitcoin Industry Overview
Historical Development
Bitcoin, launched in 2009, was the first cryptocurrency to operate on a peer-to-peer blockchain network. Ini-
tially regarded as an experimental digital currency, Bitcoin has evolved into a globally recognised monetary
asset with growing institutional legitimacy. Over the past decade, the supporting infrastructure—regulated
exchanges, custodians, exchange-traded products, and corporate treasuries—has transformed Bitcoin from
a retail-driven market into an institutional asset class.
Bitcoin’s market capitalisation has grown from approximately USD 190 billion in September 2020 to ap-
proximately USD 2.3 trillion in September 2025
7
. Growth has been driven by increasing demand for digital
payments, rising adoption by institutions, and recognition of Bitcoin as a hedge against currency debase-
ment and inflation.
Key Industry Participants
Miners
Bitcoin miners validate transactions and secure the network through proof-of-work consensus. Mining
is also the mechanism by which new Bitcoin is issued, at a fixed and declining rate until the total supply
reaches its programmed limit of 21 million coins. Annual new issuance is approximately 164,000 Bitcoin
8
,
representing the principal source of incremental supply. Approximately 19.9 million Bitcoin are in existence.
9
Exchanges and Custodians
Centralised exchanges such as Coinbase and Binance provide trading, custody, and settlement infrastruc-
ture for both retail and institutional investors. The growth of custodial solutions has reduced barriers to
institutional entry by providing secure, regulated storage.
6
Roots Analysis, “Delivery Management Software Market”.
7
Grand View Research, Market Analysis Report “Bitcoin Market Size, Share & Trend Analysis Report By Application (Exchanges, Remittance Services, Payment
& Wallet), By End-use (BFSI, E-commerce, Media & Entertainment), By Region, And Segment Forecasts, 2022 – 2030”.

8
Coinbase Monthly Outlook (March 13 2024).

9
As at 22 September 2025.

Exchange-Traded Funds (ETFs)
The approval of spot Bitcoin ETFs in the United States in 2024 represented a watershed moment for
institutional adoption. As at mid-2025:
• Global spot ETFs hold approximately 1.45 million BTC (around 7% of circulating supply).
10
• BlackRock’s iShares Bitcoin Trust (IBIT) and Fidelity’s FBTC are two of the largest funds, with IBIT hold-
ing more than 740,000 BTC and FBTC controlling nearly 200,000 BTC.
11
• Net inflows into US spot Bitcoin ETFs exceeded USD 50 billion in the 18 months following approval.
12
Corporate Treasury Holders
Since 2020, a growing number of public companies have adopted Bitcoin as a treasury reserve asset. Today,
more than 135 publicly listed companies, including Locate Australia, hold Bitcoin, collectively accounting for
3–4% of total supply
13
. The largest is Strategy (NASDAQ: MSTR), which has accumulated more than 630,000
BTC (over USD 70 billion in value).
13
Other holders include Tesla, Block, and specialised treasury entities.
Governments and Sovereigns
Governments and sovereign entities collectively hold less than 2.5% of supply.
13
The role of sovereign par-
ticipation remains limited but symbolically important.
Retail Holders
Retail investors remain a material portion of the market. Fewer than one million wallets worldwide (estimat-
ed 800,000–850,000 individuals)
14
hold at least one whole Bitcoin, illustrating both the scarcity of the asset
and its broad, fractional ownership base.
Regulatory and Accounting Environment
The Bitcoin industry is increasingly shaped by evolving regulatory frameworks and accounting standards
that enhance transparency and broaden institutional participation.
Accounting
Beginning in 2025, the U.S. Financial Accounting Standards Board (FASB) adopted fair-value accounting at
each reporting period to measure certain crypto assets, including Bitcoin. Companies are now required to
mark Bitcoin and other digital assets to market, with unrealised gains or losses recognised directly in
earnings. This reform materially improves transparency and reduces barriers for corporate treasuries
considering Bitcoin allocations, by aligning digital asset reporting with conventional financial instruments.

Other Regulatory Developments
• GENIUS Act (July 2025): The U.S. Congress passed, and the President signed, the GENIUS Act, estab-
lishing the first federal framework for stablecoins. The Act requires strong reserve backing, monthly
reserve disclosures, periodic independent audits (with stricter requirements for large auditors), dual
state–federal oversight for smaller issuers and grants “super-priority” in bankruptcy for stablecoin
holders. It is expected to catalyse corporate and financial institution issuance of regulated stablecoins
(e.g. by major banks and potentially large corporates).
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PRODUCT DISCLOSURE STATEMENT
10
CCN, “Behind Every Buy Is a Sell: Who’s Fueling Bitcoin’s Demand Surge in 2025?” (2 August 2025).

11
Blockonomi “BlackRock and Fidelity Push Bitcoin ETFs to 1.25M BTC Record as Price Tests $113K” (20 August 2025).

12
Cointelegraph “Bitcoin investors have now splashed over $50B on US spot ETFs” (10 July 2025).

13
https://bitbo.io/treasuries/ as at 8 September 2025.

14
https://www.investopedia.com/how-many-people-actually-own-a-whole-bitcoin-11784828?utm.

• CLARITY Act (pending): A bipartisan bill progressing through U.S. Congress that seeks to provide legal
certainty on the classification of digital assets, distinguishing between securities and commodities,
along with associated regulatory oversight. If enacted, the Act would create a clearer pathway for com-
panies and investors engaging with Bitcoin and other cryptocurrencies.
• Strategic Bitcoin Reserve (Executive Order, March 2025): The U.S. Treasury established a sovereign
reserve of Bitcoin, positioning BTC as a government-held reserve asset.
• Regulatory Shift Positively Impacts Crypto: Executive actions under the current U.S. administration
signal a more favourable stance toward crypto innovation. Actions include: a change in SEC leadership;
the formation of a crypto-task force; the dropping or pausing of certain enforcement actions against a
number of businesses (including Coinbase, Kraken, Gemini, Consensys and Robinhood) that had been
charged in relation to tokens operating as securities, meaning they must comply with SEC regulations;
and withdrawal of some prior rule proposals including increased custody requirements for crypto
assets and rules potentially imposing regulatory burdens on decentralized finance protocols that could
have been classified as securities exchanges.
• Global Coordination & MiCAR (EU): The European Union’s Markets in Crypto-Assets Regulation (MiCAR),
which began taking effect in stages from mid-2024, serves as a regulatory template for stablecoins and
digital assets across Europe, harmonising rules on issuance, trading and custody.
Taken together, these developments mark a fundamental shift in the regulatory and accounting landscape
for digital assets. The combination of fair-value accounting, regulatory clarity through measures such as
the GENIUS Act and MiCAR, and sovereign-level recognition of Bitcoin strengthens its position as a
legitimate reserve asset. For Locate Australia, this environment provides a supportive backdrop for its
Bitcoin treasury strategy, reducing structural barriers to adoption, improving financial reporting
transparency, and reinforcing Locate Australia’s identity as an early adopter of innovation-driven capital
management practices.
Bitcoin strategy in context
Within this evolving industry, Locate Australia’s adoption of Bitcoin as a long-term treasury reserve places
it among a growing cohort of publicly listed companies pursuing this strategy. By allocating surplus capital
to Bitcoin, Locate Australia aligns shareholder value with an asset of demonstrable scarcity, security, and
global accessibility.
Locate Australia’s position is differentiated by its dual identity: as both a logistics technology provider
(through Locate2u and Zoom2u) and an innovation-driven treasury manager. This combination enables
Locate Australia to participate in one of the fastest-growing segments of financial markets while reinforcing
its identity as a forward-looking technology enterprise.
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PRODUCT DISCLOSURE STATEMENT

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PRODUCT DISCLOSURE STATEMENT
Current and Future Key Aspects of Business
The aspect of Locate Australia’s business that is expected to have the most significant impact on Locate
NZ’s future financial performance is the development of Locate Australia’s Bitcoin treasury strategy and the
broader evolution of the Bitcoin industry. Locate Australia has adopted Bitcoin as its primary reserve asset,
reflecting its conviction that Bitcoin represents the most secure and durable monetary network globally. As
a result, Locate Australia’s balance sheet strength, reported financial results and market perception will be
materially influenced by movements in the price of Bitcoin, changes in its liquidity profile and the
regulatory and accounting frameworks that govern its treatment. Over time, the growth of institutional
adoption, the development of exchange-traded products, sovereign reserve activity and global regulatory
clarity are expected to increase Bitcoin’s acceptance as a mainstream store of value. These developments,
alongside the inherent volatility of the Bitcoin market, will directly affect the value of Locate NZ’s holdings
and thus its financial performance.
In addition to its Bitcoin treasury strategy, the aspects of Locate Australia’s current business that are
expected to have the most material impact on the financial performance of Locate NZ following the
Migration are:
• Locate2u SaaS platform: Locate2u has become Locate Australia’s core growth engine, providing soft-
ware-as-a-service (SaaS) solutions for businesses to optimise delivery operations. The key drivers
of financial performance include growth in the customer base across small, medium and enterprise
clients; international expansion and product innovation. The global shift toward faster and more trans-
parent last-mile logistics is expected to create substantial growth opportunities for Locate2u.
• Zoom2u marketplace: The marketplace connects customers with independent drivers for same-day and
express delivery. Its financial performance is influenced by customer demand for flexible delivery, driver
supply and retention, the regulatory environment surrounding the gig economy (including employment
classification), and relationships with enterprise customers. A significant factor is customer concentra-
tion risk, as a small number of large customers contribute a material portion of marketplace revenue.
• 2u Enterprises: This division includes smaller ancillary businesses such as Shred2u, which provides
secure document destruction services, and marketing services activities. While these businesses con-
tribute to revenue, they are not core to the long-term strategic focus of Locate Australia. Shred2u, in
particular, is non-core and may be divested in the future. Their contribution to overall financial perfor-
mance is expected to remain modest relative to Locate2u and Zoom2u.
In the future, Locate NZ intends to dual or foreign-exempt list on other exchanges in order to obtain broader
access to investors, and therefore broaden the potential pool of capital available to support Locate NZ’s
Bitcoin treasury strategy. At this stage, Locate NZ has made no decision as to which markets, or when, a
dual listing may occur. Locate NZ will consider the merits of each opportunity on a case-by-case basis, bal-
ancing the expected listing costs and any additional compliance obligations imposed against the expected
benefits to Locate NZ and its Shareholders from access to broader pools of capital.
Key Strategies and Plans for Key Aspects of the Business
Locate Australia’s, and by extension Locate NZ’s, strategy is designed to strengthen its financial resilience
while scaling its core technology platforms. Its plans focus on three interrelated areas: Bitcoin as a treasury
reserve asset, growth of Locate2u and optimisation of the Zoom2u marketplace.

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PRODUCT DISCLOSURE STATEMENT
Bitcoin Treasury Strategy
Locate Australia has adopted Bitcoin as its principal treasury reserve asset, reflecting its conviction that
Bitcoin is the world’s most secure and durable monetary network. The strategy involves continuing to accu-
mulate Bitcoin over time, subject to prudent capital management, with the objective of aligning shareholder
value with the appreciation of this scarce digital asset. This approach is intended to provide long-term
protection against fiat currency debasement and to differentiate Locate Australia as a pioneer among listed
corporates in treasury management.
The current value of Bitcoin held by Locate Australia is approximately A$2.1 million. Locate Australia’s mar-
ket cap is A$15.8 million, so Locate Australia’s Bitcoin holdings represents approximately 13% of its market
capitalisation.
15
Locate2u SaaS Platform
Locate2u is positioned as Locate Australia’s core growth driver. The strategy for Locate2u is centred on
expanding its global customer base across small, medium and enterprise segments, with particular
emphasis on international markets where e-commerce penetration and delivery expectations are rising.
Continued investment will be made in product development to maintain the strength and functionality of the
product. The relationship between continued investment in the Locate2u product and Locate NZ’s Bitcoin
strategy is described below.
Zoom2u Marketplace
Zoom2u’s strategy is focused on reinforcing its role as a trusted, technology-driven marketplace for
same-day and express delivery. Key priorities include diversifying the enterprise customer base to reduce
concentration risk, strengthening relationships with existing large customers and maintaining a strong
pipeline of small and medium-sized business users. Locate Australia also intends to closely monitor
regulatory developments in relation to contractor classification in relation to its licensees, to proactively
manage compliance risks.
Approach to investment in key aspects of business
Locate NZ intends to proactively increase its Bitcoin holdings as part of its long-term strategy to strengthen
the balance sheet, diversify treasury assets, and enhance shareholder value over time. The Bitcoin strategy
will be a key part of Locate NZ’s strategy going forward, but will not be resource-intensive to execute. The
relationship between the Bitcoin strategy and Locate NZ’s investment in Locate2u is described in more
detail below and in the Treasury Management Policy available on the Locate NZ website.
Locate NZ’s Treasury Management Policy recognises Bitcoin as a strategic, long-term treasury asset and
an integral component of Locate NZ’s capital allocation framework. Other use of capital remains the
funding of Locate2u’s SaaS platform and other operating businesses, including continued investment in
product development, customer acquisition, and operating expenditure. These activities are funded through
a combination of existing cash reserves, operating revenues, and, where required, future capital raisings.
Once the Locate NZ Board is satisfied that sufficient capital has been allocated to meet the operational and
growth requirements of the business, and that prudent liquidity and cash reserves are maintained, surplus
capital, being funds in excess of these requirements, are intended to be deployed into Bitcoin treasury hold-
ings in accordance with the Treasury Management Policy.

The Treasury Management Policy also includes that “Adequate cash reserves must be maintained for oper-
ational requirements and to ensure compliance with lender’s covenants, and ensure that cash reserves are
at all times >20% higher than forecast cash required to meet covenant requirements as forecast in
management’s most recent monthly cashflow forecast.” The Treasury Management Policy is available on
the Locate NZ website at locatetech.nz.
15
As at 23 September 2025.

LOC - IPO PDS 2025 | Page 27
PRODUCT DISCLOSURE STATEMENT
Qualifications and
Experience
Date Appointed to the
Locate Australia Board
Date Appointed to the
Locate NZ Board
Drew is a global business leader and professional board director with 40
years’ experience in the information and communication technology and
telecommunications arena.
Drew has been a non-executive director of Superloop Limited (ASX:SLC)
since October 2018. He was previously the non-executive chairman of
Firstwave Cloud Technology Limited (ASX:FCT) (resigned October 2018) and
a non-executive director of Megaport Limited (ASX:MP1) (resigned June
2019).
Drew previously held senior executive roles with Docusign, T-Mobile USA,
Bharti Airtel and Telstra.
Drew has a Bachelor of Science in Electrical and Electronic engineering
from the University of Western Scotland. He is a member of the Institute of
Company Directors in Australia and the Australian Institute of Electrical &
Electronics Engineers and is a Chartered Engineer.
30 July 2021
11 September 2025
Special responsibilitiesChair of the Board of Locate Australia and Locate NZ. Chair of the Remuner-
ation and Nomination Committee for Locate Australia. Member of the Audit
and Risk Committee and the Remuneration and Nomination Committee for
Locate Australia and Locate NZ
Drew KeltonIndependent Non-Executive Chairman
Qualifications and
Experience
Steve has significant software development and entrepreneurial experience,
in particular around job management and job dispatch systems.
Prior to founding Zoom2u Pty Ltd in 2014, he founded a business,
Connect2Field, providing field management solutions. In 2013, Connect2Field
was acquired by a company listed on the New York Stock Exchange,
Fleetmatics (NYSE:FLTX).
In 2014, Steve founded Zoom2u Pty Ltd in recognition of the lack of
technology used by many of the traditional courier companies and having
identified the opportunity to use technology to provide an exceptional
customer experience.
Steve is a strong advocate for Bitcoin, with a focus on long-term investment
and conviction in sound money.
Date Appointed to the
Locate Australia Board
Special responsibilities
Date Appointed to the
Locate NZ Board
23 September 2019
None
11 September 2025
Stephen OrensteinManaging Director and Chief Executive Officer
Names of directors and senior managers
Directors
The directors of Locate NZ are:

LOC - IPO PDS 2025 | Page 28
PRODUCT DISCLOSURE STATEMENT
Qualifications and
Experience
Michael has over 25 years of corporate finance and private equity experience.
Michael worked with Coopers & Lybrand from 1989 to 1992, in which time he
completed the Institute of Chartered Accountant’s professional year program
and qualified as a Chartered Accountant. He joined boutique investment
bank Baring Brothers Burrows in 1992 as an analyst and worked his way to
Director level during his 11 years at the firm. From 2004 to 2017, Michael
was a Director at Momentum Corporate, a boutique M&A and Private Equity
business.
Since leaving Momentum Corporate, Michael has been the Managing Director
of M&M Gayst Consulting, which provides corporate finance consulting
services to high growth technology companies.
Michael has a Bachelor of Applied Science from the University of
Technology, Sydney and a Master of Business Administration from the
University of New South Wales. He is a member of the Institute of Company
Directors in Australia and is a qualified Chartered Accountant in Australia
(membership lapsed).
Date Appointed to the
Locate Australia Board
Date Appointed to the
Locate NZ Board
23 July 2021
None
11 September 2025
Special responsibilities
Michael GaystExecutive Director, Chief Financial Officer and Company Secretary
Qualifications and
Experience
Mike has over 20 years’ experience in leading and advising high growth tech
companies. He co-founded and was the CEO of DealsDirect and built it to
circa A$100m turnover (exit to GraysOnline in 2014) and is currently the CEO
of Spacer Technologies, which is a marketplace for storage, parking and
mobility services in Australia and the United States.
Mike brings a broad mix of experience across marketing, technology and
scaling high growth businesses.
Mike is also an early-stage investor in a number of marketplaces in Australia.
Mike RosenbaumIndependent Non-Executive Director
Date Appointed to the
Locate Australia Board
Date Appointed to the
Locate NZ Board
23 July 2021
Member of the Remuneration and Nomination Committee for Locate Austra-
lia and Locate NZ. Chair of the Audit and Risk Committee for Locate Australia
and Member of the Audit and Risk Committee for Locate NZ
11 September 2025
Special responsibilities

LOC - IPO PDS 2025 | Page 29
PRODUCT DISCLOSURE STATEMENT
Date Appointed to the
Locate NZ Board
Date Appointed to the
Locate NZ Board
Chair of the Remuneration and Nomination Committee for Locate NZ
Chair of the Audit and Risk Committee for Locate NZ
11 September 2025
29 September 2025
Special responsibilities
Special responsibilities
Qualifications and
Experience
Qualifications and
Experience
Brett O’Riley is the Managing Director of advisory company O’Riley Consult-
ing Group (OCGL). His governance portfolio includes roles as a Board mem-
ber of the Environmental Protection Authority, Executive Chair of infrastruc-
ture advisor GSD Corporation, and Director of Ora Pharm. Brett is President
of international sporting federation World Bowls, and Vice President (North-
ern) of the New Zealand China Friendship Society. Brett is also an advisor
to several international companies including Tata Consultancy Services and
Voluntas, and several private companies.
Brett was a Prime Ministerial appointment in 2022 to represent New Zealand
on the APEC Business Advisory Council (ABAC). On ABAC Brett leads the
workstream on climate change and trade, including green transitions, in the
Sustainability Working Group and is a member of the ABAC voluntary carbon
markets forum.
Brett was previously CEO of the EMA, New Zealand’s largest business asso-
ciation, and has held other CEO roles in the private and public sectors in New
Zealand and Australia. He has been involved in many government boards
and advisory groups since returning to New Zealand in 2009, across multiple
domains including infrastructure, economic growth, technology, education,
film commissioning, advanced manufacturing, sport, land information, and
pandemic responses.
Brett is a graduate of Victoria University of Wellington, with post graduate
qualifications from MIT and Singularity University.
Janine is a fintech entrepreneur and business leader with deep experience
in strategy, finance and technology. She co-founded Easy Crypto,
New Zealand’s leading cryptocurrency trading platform, which grew to serve
over 250,000 customers across New Zealand, Australia and South Africa,
transacting more than NZ$4 billion. As CEO, she led the company’s Series A
raise, setting a national record for a first funding round, and subsequent exit
in 2025.
Janine is an influential voice in the fintech and digital assets sector,
engaging at the intersection of industry, government and innovation. She
serves on the Executive Council of FinTechNZ and has contributed to inter-
national policy forums, including the Digital Trust Working Group advising
APEC and the V20 virtual asset summit convened as part of the G20.
Her contributions have been widely recognised, including being named a
University of Auckland Top 40 Under 40, a Women of Web3 Top 10
Changemaker, the IBM Inspiring Individual winner at the Hi-Tech Awards and
the Blockchain NZ Entrepreneur of the Year.
Janine holds a Bachelor of Commerce in Economics and Finance from the
University of Auckland and a Post Graduate Diploma in Development Studies.
Brett O’Riley
Janine Grainger
Independent Non-Executive Director
Independent Non-Executive Director

Expertise and Bitcoin strategy
Locate Australia’s Treasury Management Strategy and Policy were established internally by the Locate
Australia team. This process was informed by Steve Orenstein’s experience in cryptocurrency markets. Mr
Orenstein has also served on the investment committee of a private crypto investment management busi-
ness managing approximately A$40 million.
Janine Grainger brings deep expertise in Bitcoin and digital assets, having co-founded Easy Crypto, one of
the leading cryptocurrency platforms in Australasia. With over a decade of experience in financial services
and technology, Janine has developed a strong reputation for simplifying access to Bitcoin and building
trust in the digital asset ecosystem. She has worked closely with regulators, investors, and institutional
partners to ensure responsible adoption of Bitcoin as both an asset class and a payment medium. Janine’s
practical knowledge of custody, trading, compliance, and market structure provides significant assurance
that Bitcoin is managed with both security and transparency at the forefront.
Sulabh Gupta acts as the company’s Bitcoin advisor on a consultancy basis. Mr Gupta is the Chief Risk
Officer for Auros, a leading algorithmic trading and market making firm focused on liquidity provision in the
digital asset space.
Director remuneration and benefits
Until the date of this PDS, no director or proposed director of Locate NZ has received any remuneration in
respect of their Locate NZ directorship given the short period between incorporation of Locate NZ and the
date of this PDS. However, Locate NZ expects that this will be materially different in the remainder of the
reporting period and the following reporting period as directors of Locate NZ will start to be paid fees as
outlined below. The remuneration to be paid to the Locate NZ directors that are also current directors of
Locate Australia is expected to be consistent with their current remuneration as directors of Locate
Australia.
Locate Australia currently has an A$600,000 director fee pool which applies in respect of all non-executive
directors (including the Chairman of the Board). The remuneration and value of other benefits received by
each Locate Australia director in FY25 is disclosed in more detail below.
LOC - IPO PDS 2025 | Page 30
PRODUCT DISCLOSURE STATEMENT

Director or proposed
director
Nature of services
provided
Total remuneration
and value of other
benefits received by
Locate Australia director
(FY25 actual, NZD)
16
Expected differences in
remuneration or benefits
for FY26 as a director of
Locate NZ (NZD)
Drew Kelton
Mike Rosenbaum
Brett O’Riley
Janine Grainger
Steve Orenstein
Michael Gayst
$103,672
$74,356
17
-
-
$310,638
18
$282,595
18
Independent Chair
Independent
Non-Executive Director
Independent
Non-Executive Director
Independent
Non-Executive Director
Executive Director (CEO)
Executive Director (CFO
and Company Secretary)
No material change
expected; fees and option
participation to continue.
No material change
expected; fees and option
participation to continue.
New appointment; base fee
of $66,000 for FY26.
New appointment; base fee
of $66,000 for FY26.
Remuneration expected to
remain similar.
Participation in Option
plan as incentive based
remuneration to continue.
Remuneration expected to
remain similar.
Participation in Option
plan as incentive based
remuneration to continue.
The current sole shareholder of Locate NZ has approved an equivalent fee pool to Locate Australia’s di-
rector fee pool for all non-executive directors of Locate NZ (including the Chairman of the Board) of
NZ$660,000 per annum. The expected remuneration and benefits for directors and senior managers for
the rest of the reporting period following the completion of the Migration, and in Locate NZ’s next reporting
period, is as follows:
Senior Managers
The senior managers of Locate NZ are as follows:
• Steve Orenstein - Chief Executive Officer
• Michael Gayst - Chief Financial Officer and Company Secretary
16
Based on the NZD/AUD conversion rate of 1.135 on 7 October 2025.

17
This was comprised of a base fee of A$60,000 and an Employee Share Option Plan expense of A$5,671.

18
Received in capacity as an employee of Locate Australia rather than as a Director. The same approach will be taken in respect of Locate NZ.
LOC - IPO PDS 2025 | Page 31
PRODUCT DISCLOSURE STATEMENT

LOC - IPO PDS 2025 | Page 32
PRODUCT DISCLOSURE STATEMENT
Substantial shareholders and relevant interests held by directors and senior managers, etc
Product holders with relevant
interests in 5% or more of a class
of relevant securities
Steve Orenstein
Novus
Keldoulis Investments Pty Ltd
Prior to Offer
Expected position after completion of Scheme
21
Expected position after close of General Offer
20
Legal ownership or
other nature of the
interest
Registered holder
Registered holder
Registered holder
Registered holder
Deemed registered
holder
Registered holder
Number of relevant
securities in which
the product holder
has, or is likely to
have, a relevant
interest
1 Share
19
45,000,000 Shares
14,285,714 Shares
45,000,000
Shares
49,310,283 Shares
16,006,727 Shares
3,714,286 Options
1,428,571 Options
% of relevant securities in which
the product holder has, or is likely
to have, a relevant interest
100% of the Shares
15.12% of the Shares
4.80% of the Shares
77.14% of the Shares
16.57% of the Shares
5.38% of the Shares
10.82% of the Options
4.16% of the Options
Novus
Steve Orenstein and associated
entities
22
JM Future Holding Pty Ltd
Locate NZ substantial product holders
19
The one Share on issue as at the date of this PDS is intended to be bought back for nil consideration and cancelled on the first allotment date, following the
issue of the Initial Novus Shares.

20
These figures are calculated on the assumption that the General Offer will be fully subscribed with 13,333,333 Shares issued.


21
These figures are calculated on the assumption that the General Offer will be fully subscribed with 13,333,333 Shares issued and no Ongoing Novus Shares
will be issued prior to completion of the Scheme. They assume that approximately 3.4 million shares held by Novus in Locate Australia are bought back for
nil consideration and cancelled prior to implementation of the Scheme. The expected position after the completion of the Scheme assumes that 239,310,500
Locate NZ shares will be issued to Locate Australia shareholders as consideration for the Locate Australia Shares. The actual outcome may differ depending
on the number of Shares applied for under the General Offer and any Shares issued under the ATM Facility.

22
The interests in Locate Australia associated with Steve Orenstein are held through the following entities:
(a) SMO Money Tree Pty Limited;
(b) SMO Funds Pty Limited;
(c) SMO SMSF Pty Limited; and
(d) Gemlode Pty Ltd.

Given Steve Orenstein has a 20% or more interest in the above entities he is deemed to have the same relevant interest in the Shares as those entities.

LOC - IPO PDS 2025 | Page 33
PRODUCT DISCLOSURE STATEMENT
Director or Senior Manager of
Locate NZ
Legal ownership or
other nature of the
interest
Number of relevant
securities in which
the Director or Senior
Manager is likely
to have a relevant
interest
% of relevant securities in which
the Director or Senior Manager is
likely to have a relevant interest
Prior to Offer
Expected position after General Offer
24
Locate NZ Directors and senior managers
23
The one Share on issue as at the date of this PDS is intended to be bought back for nil consideration and cancelled on the first allotment date, following the
issue of the Initial Novus Shares.

24
These figures are calculated on the assumption that the General Offer will be fully subscribed with 13,333,333 Shares issued.

25
Shares will be held by SMO SMSF Pty Limited. Given Steve Orenstein has a 20% or more interest in SMO SMSF Pty Limited he is deemed to have the same
relevant interest in the Shares as SMO SMSF Pty Limited.

26
Shares will be held by Gayst Super Pty Limited. Given Michael Gayst has a 20% or more interest in Gayst Super Pty Limited he is deemed to have the same
relevant interest in the Shares as Gayst Super Pty Limited.

27
Shares will be held by Skyecom Consulting Pty Ltd. Given Drew Kelton has a 20% or more interest in Skyecom Consulting Pty Ltd he is deemed to have the
same relevant interest in the Shares as Skyecom Consulting Pty Ltd.
28
Shares will be held by Super Monkeys Pty Limited. Given Mike Rosenbaum has a 20% or more interest in Super Monkeys Pty Limited he is deemed to have
the same relevant interest in the Shares as Super Monkeys Pty Limited.
29
Shares will be held by Janine Louise Grainger and Murray Keith Grainger as trustees of the Te Ra Tuatahi Trust.
30
Shares will be held by Brett Raymond O’Riley and Robyne Justine Walker as trustees of the R&B Family Trust.
Steve Orenstein
Steve Orenstein
25
Drew Kelton
27
Brett O’Riley
30
Michael Gayst
26
Mike Rosenbaum
28
Janine Grainger
29
Registered holder
Deemed registered
holder
Deemed registered
holder
Registered holder
Deemed registered
holder
Deemed registered
holder
Registered holder
1 Share
23
750,000 Shares
300,000 Shares
200,000 Shares
300,000 Shares
400,000 Shares
500,000 Shares
100% of the Shares
5.63% of the Shares
2.25% of the Shares
1.5% of the Shares
2.25% of the Shares
3.00% of the Shares
3.75% of the Shares

LOC - IPO PDS 2025 | Page 34
PRODUCT DISCLOSURE STATEMENT
Expected position after completion of Scheme
31
Deemed registered
holder
Registered holder
and deemed
registered holder
Registered holder
(without beneficial
interest)
Registered holder
and deemed
registered holder
49,310,283 Shares
833,532 Shares
16,500 Shares
2,082,833 Shares
6,847,074 Options
3,714,286 Options
2,130,647 Options
16.57% of the Shares
0.28% of the Shares
0.01% of the Shares
0.70% of the Shares
19.95% of the Options
10.82% of the Options
6.21% of the Options
Steve Orenstein and associated
entities
32
Drew Kelton and associated
entities
34
Michael Gayst and associated
entities
33
31
These figures are calculated on the assumption that the General Offer will be fully subscribed with 13,333,000 Shares issued and no Ongoing Novus Shares
will be issued prior to completion of the Scheme. They assume that approximately 3.4 million shares held by Novus in Locate Australia are cancelled prior
to implementation of the Scheme. The expected position after the completion of the Scheme assumes that 239,310,500 Locate NZ shares will be issued to
Locate Australia shareholders as consideration for the Locate Australia Shares. The actual outcome may differ depending on the number of Shares applied for
under the General Offer and any Shares issued under the ATM Facility.


32
The interests in Locate Australia associated with Steve Orenstein are held through the following entities, and these entities are expected to have the same
holdings in Locate NZ following completion of the Scheme other than for any additional Shares subscribed for in the Offer:
(a) SMO Money Tree Pty Limited;
(b) SMO Funds Pty Limited;
(c) SMO SMSF Pty Limited; and
(d) Gemlode Pty Ltd.
Given Steve Orenstein has a 20% or more interest in the above entities he is deemed to have the same relevant interest in the Shares as those entities.

33
The interests in Locate Australia associated with Michael Gayst are held either directly or through Gayst Super Pty Ltd. Given Michael Gayst has a 20% or
more interest in Gayst Super Pty Limited he is deemed to have the same relevant interest in the Shares as Gayst Super Pty Limited. It is expected that his
direct holding and that of Gayst Super Pty Ltd will be the same in Locate NZ following completion of the Scheme, other than for any additional Shares
subscribed for in the Offer.
34
The interests in Locate Australia associated with Drew Kelton are held directly and through Skyecom Consulting Pty Ltd. Given Drew Kelton has a 20% or
more interest in Skyecom Consulting Pty Ltd he is deemed to have the same relevant interest in the Shares as Skyecom Consulting Pty Ltd It is expected that
his direct holding and that of Skyecom Consulting Pty Ltd will be the same in Locate NZ following completion of the Scheme, other than for any additional
Shares subscribed for in the Offer:
Director or Senior Manager of
Locate NZ
Legal ownership or
other nature of the
interest
Number of relevant
securities in which
the Director or Senior
Manager is likely
to have a relevant
interest
% of relevant securities in which
the Director or Senior Manager is
likely to have a relevant interest
Locate NZ Directors and senior managers

PRODUCT DISCLOSURE STATEMENT
Director or Senior Manager of
Locate NZ
Legal ownership or
other nature of the
interest
Number of relevant
securities in which
the Director or Senior
Manager is likely
to have a relevant
interest
% of relevant securities in which
the Director or Senior Manager is
likely to have a relevant interest
Locate NZ Directors and senior managers
Direct holding
(beneficially)
1,298,374 Shares
1,065,324 Options
0.44% of the Shares
3.10% of the Options
Mike Rosenbaum and
associated entities
35
Janine Grainger
36
Brett O’Riley
37
Registered holder
Registered holder
500,000 Shares
200,000 Shares
0.17% of the Shares
0.07% of the Shares
LOC - IPO PDS 2025 | Page 35
35
The interests in Locate Australia associated with Mike Rosenbaum are held through the following entities, and these entities are expected to have the same
holdings in Locate NZ following completion of the Scheme other than for any additional Shares subscribed for in the Offer:
(a) Super Monkeys Pty Ltd; and
(b) Michael Rosenbaum Investments Pty Ltd
Given Mike Rosenbaum has a 20% or more interest in Super Monkeys Pty Limited and Michael Rosenbaum Investments Pty Ltd he is deemed to have the
same relevant interest in the Shares as Super Monkeys Pty Limited and Michael Rosenbaum Investments Pty Ltd.

36
Shares will be held by Janine Louise Grainger and Murray Keith Grainger as trustees of the Te Ra Tuatahi Trust.

37
Shares will be held by Brett Raymond O’Riley and Robyne Justine Walker as trustees of the R&B Family Trust.

38
Certain Options in this tranche have lapsed since issue as vesting conditions were not met.
Options to acquire Locate NZ shares
Options currently on issue
Locate Australia currently has 34,323,758 Options on issue. The below table sets out the number of each
security on issue. Each Option was issued for nil consideration and entitles the holder to acquire one Locate
Australia Share for each option at the below specified exercise price, subject to certain vesting conditions
being met (described further below). The Options issued by Locate Australia are held by a range of current
and former employees and directors, with a single tranche of Options issued to investors in connection with
a placement of Locate Australia Shares in announced in March 2025.
Employee Option
Plan (2021)
Employee Option
Plan (2021)
New Employee
Option Plan (2023)
Applicable Option
Plan Rules (see
further below)
LOCAD
38
LOCAE
38
LOCAG
38
ASX Code
0
0
0
Unvested
5,185,904
2,222,530
493,896
Vested
5,185,904
2,222,530
493,896
Total number
of securities
to which
the option
relates
0.20
0.20
0.35
Exercise
price
($AUD)
10 September
2026
10 September
2026
30 November
2027
Expiry date
of Option

LOC - IPO PDS 2025 | Page 36
PRODUCT DISCLOSURE STATEMENT
New Employee
Option Plan
(2023)
New Employee
Option Plan
(2023)
New Employee
Option Plan
(2023)
2024 Employee
Option Plan
2024 Employee
Option Plan
N/A – Options
issued to investors
in connection with a
placement of Locate
Australia Shares
announced in March
2025
Applicable Option
Plan Rules (see
further below)
LOCAI
LOCAH
Total
LOCAJ
LOCAK
LOCAM
LOCAL
ASX Code
1,018,375
4,305,000
22,442,125
1,218,750
14,700,000
1,200,000
0
Unvested
131,625
95,000
11,881,633
31,250
150,000
0
3,571,428
Vested
1,150,000
4,400,000
34,323,758
1,250,000
14,850,000
1,200,000
3,571,428
Total number
of securities
to which
the option
relates
0.20
0.20
0.12
0.135
0.105
0.09
Exercise
price
($AUD)
31 August
2029
7 March
2029
21 March
2030
20 December
2029
1 July 2030
10 September
2026
Expiry date
of Option

LOC - IPO PDS 2025 | Page 37
PRODUCT DISCLOSURE STATEMENT
2024 Employee
Option Plan
• Each Option entitles holder to the right to purchase one Locate Australia
Share at an exercise price of A$0.135, being 167% of the market price of
a Locate Australia Share at the date of issue, if certain vesting criteria are
met.
• The Options will vest either based on:
• a time-related vesting condition in reference to certain anniversaries
of the date of issue of the Options; or
• a performance hurdle vesting condition based on revenue growing by
certain minimum percentage figures in each calendar year following
issue of the Options.
• The Options are non-transferrable.
• Expiry date 20 December 2029.
• Locate Australia has also issued Options to Sulabh Gupta, who acts as
Locate Australia’s Bitcoin consultant under the 2024 Employee Option
Plan, with the ASX Code LOCAM. Further details are as follows:
• Volume & Terms: 1.2 million Options, strike price set at a 67% premi-
um to VWAP calculated over the 5 trading days prior to the 29 May
2025 placement announcement.
• Vesting: 50% subject to a service condition, 50% subject to perfor-
mance conditions linked to Locate Australia’s Bitcoin strategy.
• Exercise Period: 5 years, with vesting over 3 years.
Other than the Options issued with the ASX Code LOCAL, the above Options were issued in accordance
with one of Locate Australia’s three employee share option plans as indicated. A summary of their terms is
included in the below table.
Employee Option Plan
(2021)
New Employee
Option Plan (2023)
• Each Option entitles holder to the right to purchase one Locate Australia
Share at an exercise price of A$0.20, if certain vesting criteria are met.
• The Options will vest either based on:
• a time-related vesting condition in reference to certain anniversaries
of the date of issue of the Options; or
• a performance hurdle vesting condition based on the 20-day VWAP
figure for Locate Australia Shares prior to certain anniversaries.
• The Options are non-transferrable.
• Expiry date 10 September 2026.
• Each Option entitles holder to the right to purchase one Locate Australia
Share at a set exercise price (ranging from A$0.12 to A$0.35), if certain
vesting criteria are met.
• The Options will vest either based on:
• a time-related vesting condition in reference to certain anniversaries
of the date of issue of the Options; or
• a performance hurdle vesting condition based on the 20-day VWAP
figure for Locate Australia Shares prior to certain anniversaries; or
• a performance hurdle vesting condition based on revenue growing
by certain minimum percentage figures in each calendar year fol-
lowing issue of the Options.
• The Options are non-transferrable.
• Expiry dates vary from 30 November 2027 to 1 March 2030.
Locate Australia employee
share option plan
Summary of key plan terms

LOC - IPO PDS 2025 | Page 38
PRODUCT DISCLOSURE STATEMENT
Locate NZ acquisition of Locate Australia Options
Locate NZ has entered into option sale and purchase agreements with each holder of Options pursuant to
which it has agreed to acquire all of the vested and unvested Options held by the relevant holder in ex-
change for the issue of the same number of Locate NZ Options to acquire shares in Locate NZ, on generally
equivalent terms. Upon acquisition of the Locate Australia Options, Locate NZ intends to forfeit the Options
acquired by it. Locate NZ’s acquisition and issue of Locate NZ Options is conditional upon the Scheme
taking effect and is expected to occur immediately following the acquisition of Locate Australia and issue of
Shares by Locate NZ to Locate Australia’s shareholders under the Scheme.
The Employee Option Plan (2021) rules are no longer fit for purpose, as they reflect a taxation position that
is no longer effective under Australian law. Accordingly, when Locate NZ issues the Locate NZ Options, the
equivalent Locate NZ Options issued to holders of options issued under the Employee Option Plan (2021)
rules will be issued by Locate NZ on terms equivalent to the New Employee Option Plan.
Issue of further Locate NZ Options
Locate NZ may issue further Locate NZ Options, including to its employees and directors under the terms of
any share option plan, from time to time in accordance with the NZX Listing Rules.
Dilutive effect
Assuming that all of the Options are acquired and corresponding Locate NZ Options are issued, the exercise
of the Locate NZ Options will have a dilutive effect on the existing Locate NZ Shareholders. The exact level
of dilution will depend on the number of Locate NZ Options which are exercised, and on the utilisation of the
ATM Facility.
Example of potential dilutive effect
The below table sets out a worked example of the potential dilutive effect, reflecting different possible
numbers of Shares which could be issued on exercise of the Options. The table is included for illustrative
purposes only, and is calculated on the assumption that no other Shares are issued following the Scheme
(which is unlikely to be the case given the operation of the ATM Facility).
39
These figures are calculated on the assumption that the General Offer will be fully subscribed with 13,333,333 Shares issued and no Ongoing Novus Shares
are issued prior to exercise of the Options. They assume that approximately 3.4 million shares held by Novus in Locate Australia are cancelled prior to
implementation of the Scheme. The expected position after the completion of the Scheme assumes that 239,310,500 Locate NZ shares will be issued to
Locate Australia shareholders as consideration for the Locate Australia Shares. The actual outcome may differ depending on the number of Shares applied
for under the General Offer and any Shares issued under the ATM Facility
Following SchemeDilutive effect if all of the Options are exercised
39
5%4.5% (a 10% dilution in the percentage of Shares held)Example shareholder

LOC - IPO PDS 2025 | Page 39
PRODUCT DISCLOSURE STATEMENT
Other equity securities of Locate NZ
Under the Locate NZ constitution, any other class of equity securities of Locate NZ that rank equally with, or
in priority to, the Shares may be issued without a special resolution of the holders of the Shares.
However, the issue of new equity securities in Locate NZ is governed by the NZX Listing Rules, which
requires the approval by ordinary resolution of the holders of the Shares to the issue of new equity
securities, except in certain circumstances set out in the NZX Listing Rules.

Employee remuneration over NZ$100,000 per annum
Being an entity specifically incorporated to list on the NZX Main Board and acquire Locate Australia, Locate
NZ had no employees during the most recent period who received remuneration or any other benefits that in
value exceeded NZ$100,000 per annum.
Following completion of the Scheme, Locate Australia will become a wholly owned subsidiary of Locate
NZ and therefore the table below sets out the number of employees who will become employees of Locate
NZ or its subsidiaries after the Scheme and are expected to receive remuneration that in value exceeds
NZ$100,000 per annum, in brackets of NZ$10,000:
$100,000 - $109,999
$160,000 - $169,999
$220,000 - $229,999
Remuneration ($NZD)
40
No. of Employees
$110,000 - $119,999
$170,000 - $179,999
$230,000 - $239,999
$150,000 - $159,999
$210,000 - $219,999
$180,000 - $189,999
$280,000 - $289,999
$310,000 - $319,999
2
1
1
1
1
2
1
2
1
1
1
Material interests in the issuer (or any of its subsidiaries)
Given Locate Australia and Locate NZ have signed the Scheme Implementation Deed, under which Locate
Australia shareholders will receive one Locate NZ share for every one Locate Australia Share, any director or
senior manager or potential director or senior manager that holds shares in Locate Australia has a material
interest in the Scheme Implementation Deed. The particulars of those interests correspond with their
shareholdings as set out in the above sections.

Other material governance disclosures
The Board has adopted various board policies and charters that are typical for a company listed on the NZX
Main Board. Following listing, the Board will have the power to appoint additional directors to the Board
from time to time, in accordance with the NZX Listing Rules. Any director appointed by the Board must retire
and seek re-appointment at the next Annual Shareholders’ Meeting of Locate NZ in accordance with the
NZX Listing Rules.
40
Based on NZD-AUD currency exchange of 1.135 on 7 October 2025.

LOC - IPO PDS 2025 | Page 40
PRODUCT DISCLOSURE STATEMENT
3. Purpose of the offer
The overall purpose of the Offer is to effect the Migration to enable Locate NZ to pursue its Bitcoin strategy.
Locate Australia cannot pursue its Bitcoin strategy under the ASX Listing Rules, because of the ASX Listing
Rules’ restriction on the ability of issuers to hold half or more of its assets in cash or a form readily convertible to
cash. Specifically, under ASX Listing Rule 12.3, if half or more than half of an entity’s total assets is cash or in a
form readily convertible to cash, ASX may suspend quotation of the entity’s securities until it invests those
assets or uses them for the entity’s business. ASX has advised Locate Australia that it considers that Bitcoin is
an asset which is in a form readily convertible to cash, and that it therefore risks suspension if it continues to
pursue its Bitcoin strategy. The NZX Listing Rules do not include an equivalent restriction.

As noted above, there are two components to the Offer. The General Offer is of ordinary shares in Locate NZ for a
fixed price of NZ$0.075 or A$0.068 and is made to investors in New Zealand and Australia.
The Novus Offer is made to Novus in connection with Locate NZ’s planned ATM Facility. The ATM Facility will
allow Locate NZ to issue shares in tranches over time and raise capital at the prevailing market price. The Novus
Offer is for an initial amount of 45,000,000 Locate NZ shares for no consideration, which, in the event that the
ATM Facility is terminated, or expires, then any remaining collateral Shares will be bought back by Locate NZ for
nil consideration) and for subsequent issuances of Shares to Novus upon further subscriptions being made by
Novus at a price set depending on Novus’ sale of Shares under the ATM Facility. For more information, see
Section 5 (Terms of the Offer).
The proceeds from the Offer are estimated to be used as set out in the below table. The specific amounts are
based on the assumption that NZ$1 million is raised. If more is raised, further money will be allocated to Bitcoin
purchases.
NZ$360,000Working capitalLocate Australia is funding other costs
associated with the Scheme and Migration
of approximately $540,000 from existing
working capital. Assuming the Scheme is
completed, part of the funds raised from
the Offer will be used to reimburse Locate
Australia for a portion of these costs. This
reimbursement will enable Locate Austra-
lia to continue investing in the Locate2u
and Zoom2u businesses as are described
in Section 2 (Locate NZ and what it does).
This includes salaries for sales and
development staff to advance the
Locate2u business. An expected A$60,000
per year will be spent on increased
marketing spend for the Zoom2u business.
Although these expenses will not be paid
specifically and directly from the proceeds
of the Offer, reimbursing Locate
Australia for the expenses associated
with the Scheme and Migration will enable
Locate Australia to continue with its
plans and business strategy as described
in Section 2, which would otherwise be
affected by the expense of the Scheme and
Migration.
AmountUse of proceedsHow this use relates to Locate NZ’s
strategies and plans

NZ$300,000
NZ$340,000
41
To purchase Bitcoin in connection
with Locate NZ’s Bitcoin treasury
strategy.
See Section 2 (Locate NZ and
what it does)
Listing Costs incurred by Locate
NZ
Locate NZ’s strategy involves
accumulating Bitcoin over time, subject
to prudent capital management. Use of
part of the proceeds of the Offer to acquire
Bitcoin is the first step in pursuing the
company’s strategy.
Listing on the NZX is expected to enable
Locate NZ to execute its Bitcoin treasury
strategy in a less restrictive and more
innovative and forward-thinking capital
markets environment.
AmountUse of proceedsHow this use relates to Locate NZ’s
strategies and plans
41
As noted above, Locate Australia has also incurred costs in relation to the Scheme and the Migration of approximately $540,000 which will be partially
reimbursed by Locate NZ if the Scheme is implemented.
PRODUCT DISCLOSURE STATEMENT
The use of the money raised under the Offer will change depending on the total amount that is raised. Money
raised under the Offer will first be applied to funding the costs associated with the Offer and reimbursing Locate
Australia for the costs incurred in undertaking the Scheme and Migration, and then towards the purchase of
Bitcoin.
Applications must be received for 13,333,333 Shares under the General Offer (equivalent to approximately $1
million) before the Shares are issued. In addition, it is a condition to Locate NZ listing on the NZX Main Board that
Locate Australia shareholders approve the Scheme at the scheme meeting. In the event that Locate Australia
shareholders do not approve the Scheme, all application monies will be refunded without interest and no Shares
will be allotted.
If the Scheme does not proceed for any reason after Locate Australia shareholder approval, Locate NZ intends to
remain listed on the NZX Main Board and to continue to operate a Bitcoin treasury strategy. Locate NZ’s list-
ing costs would be paid from the initial capital raised under this Offer, including by way of the ATM Facility. The
operating costs of Locate NZ in this scenario would principally be directors’ fees, legal and compliance costs and
finance staff costs. In this situation, Locate NZ would contract with Locate Australia for the provision of finance
services at arm’s length pricing.
The Offer is not intended to be underwritten.
LOC - IPO PDS 2025 | Page 41

LOC - IPO PDS 2025 | Page 42
PRODUCT DISCLOSURE STATEMENT
4. Key dates and offer process
The intended key dates for the Offer are:
As described in more detail in Section 2 (Locate NZ and what it does), Locate NZ has entered into a Scheme
Implementation Deed under which the Scheme will be effected. Under the current timetable, it is proposed that
the Scheme will be completed after the General Offer has closed and Locate NZ has been listed on the NZX Main
Board.
Locate NZ reserves the right to close the Offer or any part of it early, extend the Offer or any part of it, accept late
Applications or settlement either generally or in particular cases, reject any Application, or allocate to any
Applicant fewer shares than applied for. For more information see Section 5 (Terms of the Offer).
This timetable is indicative only and the dates may change. Locate NZ reserves the right to vary or extend these
dates.
General Offer opens
General Offer closes
Novus Offer closes
Allotment of the Initial Novus Shares
Allotment of the Shares offered under
General Offer
Expected quotation of Shares and
commencement of trading on the NZX
Main Board
Novus Offer opens
11 November 2025
24 November 2025
3 March 2026
1 December 2025
3 December 2025
3 December 2025
11 November 2025

LOC - IPO PDS 2025 | Page 43
PRODUCT DISCLOSURE STATEMENT
5. Terms of the offer
Description of the equity securities
Key dates
Novus Offer Initial Price
General Offer Price
Novus Offer Ongoing Price
Number of Shares being offered under
the General Offer
Number of Shares being offered under
the Novus Offer as the Initial Novus
Shares
Number of Shares being offered under
the Novus Offer as the Ongoing Novus
Shares
Structure of the Offer
Ordinary shares
The General Offer Price is:
NZD$0.075 per Share (fixed based on the one-month
VWAP of Locate Australia Shares ending 10 September
2025, converted to NZD).
AU$0.068 (fixed based on the one-month VWAP of
Locate Australia Shares ending 10 September 2025).
To be specified by Locate NZ at the time of issuance in
accordance with the terms of the ATM Facility Deed.
Locate NZ will set the minimum price of Shares sold
under the ATM Facility Deed with reference to the current
price for the Shares.
13,333,333 (22.86% of the total Shares on issue
following the General Offer and 4.48% of the total Shares
on issue following completion of the Scheme)
42
Applications must be received for 13,333,333 Shares
under the General Offer (equivalent to approximately $1
million) before the Shares are issued. In addition, it is a
condition to Locate NZ listing on the NZX Main Board
that Locate Australia shareholders approve the Scheme
at the scheme meeting. In the event that Locate Australia
shareholders do not approve the Scheme, all application
monies will be refunded without interest and no Shares
will be allotted.
45,000,000 (77.14% of the total Shares on issue
following the General Offer and 15.12% of the total
Shares on issue following completion of the Scheme)
42
To be determined in accordance with the terms of the
ATM Facility Deed (described below). These will be
additional to the Initial Novus Shares.
(a) General Offer: an offer to investors in New Zealand and
Australia of Shares in Locate NZ.
(b) Novus Offer: an offer to Novus of the Initial Novus
Shares in order to establish the ATM Facility, and ongoing
issuances of shares to Novus in accordance with the terms
of the ATM Facility Deed. The ATM Facility and the ATM
Facility Deed are described in more detail in below.
See Section 4 (Key dates and offer process)
Nil.
There are two components to the Offer:
42
These figures are calculated on the assumption that the General Offer will be fully subscribed and no Ongoing Novus Shares will be issued prior to comple-
tion of the Scheme

LOC - IPO PDS 2025 | Page 44
PRODUCT DISCLOSURE STATEMENT
Discretion regarding the Offer
Form of payment
Allotments
What you need to do to sell your shares
Locate NZ may withdraw the Offer, or any part of it, at
any time before the allotment of shares. If the Offer, or
any part of it, does not proceed, all relevant Application
Monies will be refunded (without interest) no later than
five Business Days after the announcement of the
decision to withdraw the Offer or any part of it.
Locate NZ reserves the right to close the Offer or any
part of it early, extend the Offer or any part of it, accept
late Applications or settlement either generally or in
particular cases, reject any Application, or allocate to any
Applicant fewer shares than applied for.
If Locate NZ refuses an Application or accepts an
Application in part (including due to scaling) the relevant
Application Monies will be refunded no later than five
Business Days after the last date on which Shares are
allotted under the Offer. No interest will be paid on any
Application Monies that are refunded.
Refunds will be paid by direct credit to the bank account
supplied for future dividend payments on your
Application Form.
See Section 11 (How to apply).
Australian investors will pay via direct credit in AUD to
an Australian bank account of MPMS NZ. New Zealand
investors will pay via direct debit to MPMS NZ. Payment
details will be included on the application form.
Any New Zealand Applicant with a CSN will have their
Shares allotted under their CSN, if the CSN was provided
on their Application Form. The CSN provided must be
in exactly the same name(s) as that on the Application
Form, otherwise a new CSN will be allocated.
Applicants who do not have a CSN, or who do not provide
a CSN on their Application Form, will be allocated a CSN
at the time of Application. The CSN will be advised at
the time the allotment of Shares is confirmed and the
associated Authorisation Code (FIN) will be sent as a
separate communication by mail on the first Business
Day after the relevant allotment date.
The Initial Novus Shares allocated under the Novus Offer
are expected to be allotted on 1 December 2025 and the
Shares allocated under the General Offer are expected to
be allotted on 3 December 2025.
If you wish to sell Shares you hold directly on the NZX
Main Board, after confirming your allocation, you must
contact a Broker and have a CSN and an Authorisation
Code (FIN).
Opening a new broker account can take a number of
days depending on the Broker’s new client procedures. If
you do not have a CSN, you will:
• be assigned one when you set up an account with a
Broker; or
• receive one from the Share Registrar.

LOC - IPO PDS 2025 | Page 45
PRODUCT DISCLOSURE STATEMENT
No overseas investors
No guarantee
If you do not have a FIN, it is expected that you will be
sent one as a separate communication by the Share
Registrar. If you have a Broker and have not received
a FIN by the date you want to trade your Shares, your
Broker can obtain one, but may pass the cost for doing
so on to you.
If you sell your Shares, you may be required to pay
brokerage or other sale expenses. You may also be liable
for tax on the sale of your Shares. You should seek your
own tax advice in relation to your Shares.
The Offer is a regulated offer for the purposes of the
FMCA and is only being made to persons in New Zealand
and Australia.
The Offer is being made in Australia in reliance on
the Trans-Tasman mutual recognition scheme under
Chapter 8 of the Corporations Act and the Corporations
Regulations 2001 (Cth).
No person may offer, invite, sell or deliver any Shares
or distribute any documents (including the PDS) to any
person outside New Zealand or Australia unless such
offer or invitation can be made without having to prepare
a disclosure document. The PDS may not be sent into or
distributed in the United States.
Unless otherwise agreed with Locate NZ, any person
applying for Shares under the Offer will be deemed to
represent and warrant to Locate NZ that he, she or it is
not in a jurisdiction that does not permit the making of
the Offer or an invitation of the kind contained in the PDS
and is not acting for the account or benefit of a person
within such a jurisdiction. Neither Locate NZ nor any of
their directors, officers, employees, consultants, agents,
partners or advisers accepts any liability or
responsibility to determine whether a person is able to
participate in the Offer.
No person guarantees the Shares affected under this
PDS. No person warrants or guarantees the performance
of the Shares or any return on any investments made
pursuant to this PDS.

LOC - IPO PDS 2025 | Page 46
PRODUCT DISCLOSURE STATEMENT
Further information
This PDS is intended for use solely in connection with the Offer. You can find further information on the
Offer Register in relation to the terms of the Offer and the Shares, including the Locate NZ constitution.

ATM Facility
At-the-market facilities
Broadly, at-the-market facilities are a type of capital raising facility used to raise funds progressively, at
prevailing market prices. Typically, using an at-the market facility, a publicly traded company will engage a
broker to sell shares onto the market over time and remit the proceeds back to the issuer as needed. This
offers flexibility for the issuer to raise funds over time without the need for a fixed price or timeframe.
Locate Australia’s ATM Facility
Locate Australia announced the implementation of an ATM Facility on ASX on 29 May 2025. Broadly, the
purpose of the ATM Facility was to provide Locate Australia with the flexibility to raise capital progressively,
as needed, by issuing new Locate Australia Shares to Novus at prevailing market prices so that Novus can
remit those proceeds to Locate Australia.
Novus is an investment and financial services company specialising in Investment Banking, Corporate Ad-
visory and Share Trading Services for Australian corporations, private clients and foreign-based companies.
The arrangements with Novus were entered into on an arms-length basis. Novus receives fees from Locate
Australia as consideration for its services.
Previous capital raisings by Locate Australia via the ATM Facility
The following table sets out details of capital raisings by Locate Australia via the ATM Facility to date. This
information is also available on Locate Australia’s ASX announcements page.
16 June 2025
30 June 2025
23 June 2025
7 July 2025
Locate Australia raised A$316,500 and issued 2,400,000 Locate Australia Shares at an average price
of approximately A$0.132 per Locate Australia Share to Novus.
Locate Australia raised A$320,000 and issued 2,000,000 Locate Australia Shares at an average price
of A$0.16 per Locate Australia Share to Novus.
Locate Australia raised A$239,180 and issued 1,692,249 Locate Australia Shares at an average price
of approximately A$0.141 per Locate Australia Share to Novus.
Locate Australia raised A$392,564 and issued 1,825,322 Locate Australia Shares at an average price
of A$0.215 per Locate Australia Share to Novus.
DateAmount raised
14 July 2025Locate Australia raised A$168,915 and issued 1,020,078 Locate Australia Shares at an average price
of approximately A$0.166 per Locate Australia Share to Novus.

LOC - IPO PDS 2025 | Page 47
PRODUCT DISCLOSURE STATEMENT
Placement of Shares under
Novus Offer
Novus requests Shares to
replenish Shares sold
Novus may sell Shares at a
price, number and during the
time period set by Locate NZ
Locate NZ offers Shares to
Novus
Locate NZ issues Shares to
Novus
An initial placement of Shares will be made to Novus for no consideration to initiate the
ATM Facility under the Novus Offer. These will be held as “collateral Shares”.
Novus sends a Subscription Notice to Locate NZ which sets out the number of Shares
for which Novus wishes to subscribe, the issue price and the settlement date. The
number of Shares may be up to the number which was set under the Activation Notice,
and the price must be the same price specified in the Activation Notice. Novus is not
required to send a Subscription Notice to Locate NZ, or to maintain a fixed number of
collateral Shares.
Locate NZ will send Novus an “Activation Notice” which sets out the maximum number
of Shares that Locate NZ intends to offer in respect of the relevant activation period and
the minimum issue price, and the period to which that Activation Notice relates. Novus
is not obliged to sell Shares upon receipt of an Activation Notice but may choose to do
so in order to hedge its potential obligations to subscribe for Shares.
Locate NZ makes an offer of Shares to Novus via an ATM Confirmation, which sets out
the number of Shares that Novus is subscribing for to “replenish” its collateral Shares
and the issue price, which must not exceed the number of Shares or issue price set by
the Subscription Notice. The offer under the ATM Confirmation is deemed to be accept-
ed on receipt.
Locate NZ will issue Shares to Novus in accordance with the offer made under the ATM
Confirmation.
StepDetail
Locate NZ’s ATM Facility
Locate NZ has agreed with Novus to implement an ATM Facility on substantially similar terms to the current
facility operated in respect of Locate Australia. Accordingly, the Novus Offer is being made solely to Novus
in order to establish an ATM Facility in respect of Locate NZ shares on substantially similar terms.
43
Novus
will receive fees from Locate NZ on the same basis as under the current ATM Facility.
See Section 8 (Risks to Locate NZ’s business and plans) for more information about the risks associated
with the ATM Facility.
Overview of Locate NZ ATM Facility
A summary of how the ATM Facility works is set out in the below table.
43
The Locate Australia Shares currently held by Novus in respect of the Australian ATM Facility will be cancelled prior to the completion of the Scheme.
The Shares held by Novus constitute security for the obligations owed to Novus by Locate NZ under the
ATM Facility Deed. Novus may choose to independently sell collateral Shares during an Activation Period
to hedge its potential obligation to subscribe for Shares. As an alternative to issuing a Subscription Notice,
Novus and Locate NZ may agree that Novus may sell collateral Shares and pay the net proceeds to Locate
NZ, instead of issuing a Subscription Notice requesting further Shares be issued.
Operation of the ATM Facility before the Novus Offer closes and afterwards
Locate NZ is using the Offer to establish the ATM Facility and utilise it during the three month period after
listing on the NZX within which Novus would otherwise not be permitted to sell the Shares due to
restrictions on on-selling securities which apply under the Financial Markets Conduct Act 2013.
The closing date for the Novus Offer has been set by reference to the end of a 3-month period after Locate
NZ has been listed on the NZX. After the Novus Offer has closed, further issuances made in accordance with
the terms of the ATM Facility Deed are intended to be made in accordance with clause 19 of Schedule 1 to
the Financial Markets Conduct Act 2013, which provides for reduced disclosure requirements for issuances
of equity securities that are of the same class as those that have been quoted on the NZX at all times during
the preceding 3-month period. By providing for the Novus Offer under this PDS, Novus will not be subject to
any restrictions on further on-selling the Shares on market should it choose to do so.

If Novus sells Initial Novus Shares during the 3-month period after Locate NZ lists on the NZX, any Shares
issued to Novus during that time, being the Ongoing Novus Shares, will be in addition to the Initial Novus
Shares. After the Novus Offer has closed on 3 March 2026, Locate NZ will continue to operate the ATM
Facility and make disclosure to the market via cleansing notices (so as to prevent any on-sale restrictions
applying to Novus which would prevent the operation of the ATM Facility).
Financial impact
Other than the fixed monthly retainer which Locate NZ will pay Novus, there will be no impact to profit or
loss from the ATM Facility. Fees paid to Novus for Share sales will be offset against equity as a capital rais-
ing cost.
Dilutive effect
As a result of the further issuances under the ATM Facility, shareholders in Locate NZ other than Novus will
be diluted from time-to-time. The exact level of dilution will depend on how many Shares are issued over
time in accordance with the terms of the ATM Facility Deed, which will depend on market factors. However,
Locate NZ will be limited in the number of Shares that can be issued to Novus (and therefore in the level that
existing Locate NZ Shareholders will be diluted) under the NZX Listing Rules. Under the NZX Listing Rules,
Locate NZ may issue further Shares without seeking approval from Locate NZ Shareholders, including as
Ongoing Novus Shares, only if the number issued does not exceed 15% of the Shares on issue at the
beginning of the previous 12-month period or since Locate NZ was listed. Locate NZ can seek shareholder
approval under the NZX Listing Rules to issue further shares in excess of this limitation. Locate NZ may
also seek shareholder approval to “ratify” the past issue of Shares to Novus (or others) using this 15%
placement capacity from time to time.
Other terms of the ATM Facility Deed
In the event that the ATM Facility is terminated, or expires, then any remaining collateral Shares will be
bought back by Locate NZ for nil consideration, or Novus will pay Locate NZ a price for such collateral
Shares that is agreed in writing between Novus and Locate NZ. Accordingly, while Shares will be issued
to Novus for nil consideration to initiate the ATM Facility, Novus will ultimately be required to pay for those
Shares should it choose to retain them upon termination or expiry of the ATM Facility.
The ATM Facility Deed contains customary mutual warranties. The ATM Facility will expire on 24 October
2028, being three years after the date of execution of the ATM Facility Deed. Locate NZ may also terminate
the ATM Facility upon giving at least five business days’ written notice to Novus without cause, or Novus
may terminate the ATM Facility upon giving at least five business days’ written notice to Locate NZ with
cause.
The ATM Facility Deed is available on the Offer Register.
LOC - IPO PDS 2025 | Page 48
PRODUCT DISCLOSURE STATEMENT

LOC - IPO PDS 2025 | Page 49
PRODUCT DISCLOSURE STATEMENT
6. Key features of ordinary shares
Key features of the equity securities
All Shares issued under the Offer will be fully paid ordinary shares in Locate NZ which rank equally with each
other and all other ordinary shares in Locate NZ on issue. The key features of the Shares do not differ from those
that apply to other ordinary shares in a company generally.
Dividend policy
Assuming the Scheme is completed, Locate NZ’s initial dividend policy is that it will reinvest all operating cash
flows into the business in order to maximise its growth, with its Bitcoin treasury strategy intended to be funded
through any additional capital raised. Accordingly, no dividends are expected to be paid in the near-term. Locate
NZ’s dividend policy will be reviewed periodically by the Board and may evolve as Locate NZ’s business matures
and cash flow characteristics change.
The Board recognises that returning capital to shareholders through dividends may become appropriate in future
periods. However, the Board does not provide any assurance of the future level of dividends that may be paid by
Locate NZ.
The payment of a dividend, if any, is at the discretion of the Board and will be a function of a number of factors. If
any dividends were declared, they would be declared only after meeting appropriate solvency requirements.

LOC - IPO PDS 2025 | Page 50
PRODUCT DISCLOSURE STATEMENT
7. Locate NZ’s financial information
These tables provide key financial information about Locate NZ and Locate Australia. Full financial statements
are available on the Offer Register at https://www.disclose-register.companiesoffice.govt.nz/. If you do not
understand this financial information, you can seek advice from a financial adviser or an accountant.
The financial information in this section is presented in AUD and is rounded to the nearest one hundred
thousand, which may result in some discrepancies between the sum of the components and totals within tables,
and also certain percentage calculations.
Selected financial information
As Locate NZ was incorporated on 11 September 2025, it has not completed a reporting period or any
interim reporting period. The table below therefore presents financial information for Locate Australia for the
three financial years completed prior to the date of this PDS. The financial information has been extracted from
Locate Australia’s audited financial statements, which are available on the Offer Register. The financial
information in respect of Locate Australia is relevant given the proposed Scheme, which, once effective, will make
Locate Australia a subsidiary of Locate NZ. See Section 2 (Locate NZ and what it does) for more information
about the Scheme, including if it does not complete.
Given Locate NZ will operate in a high growth industry, which may involve a level of volatility associated with its
Bitcoin treasury strategy, it has elected not to include prospective financial information in this PDS (in accor-
dance with clause 39A of Schedule 3 to the Financial Markets Conduct Regulations). For more information on the
risks associated with Locate Australia’s Bitcoin treasury strategy, see Section 8 (Risks to Locate NZ’s business
and plans).
Selected financial information in respect of Locate Australia
Financial information
A$’000
12 months to 30 June
2024
12 months to 30 June
2023
12 months to 30 June
2025
Revenue
Net profit after tax
EBITDA
Total assets
Cash and cash equivalents
(1)
Total liabilities
Total debt
Net cash flows from
operating activities
4,731
(5,558)
(4,256)
7,915
3,854
4,603
3,401
(3,860)
5,860
(3,063)
(833)
5,828
2,053
5,347
3,634
(819)
6,116
(1,816)
(205)
7,209
3,451
5,585
3,743
(169)
(1) No Bitcoin was held as at 30 June 2023 or 30 June 2024. As at 30 June 2025, the Locate Group held A$1.8 million of cash and A$1.6 million of Bitcoin.

LOC - IPO PDS 2025 | Page 51
PRODUCT DISCLOSURE STATEMENT
Commentary on financial information
This section sets out commentary on historical EBITDA and net losses after tax in order to provide context for
these figures, and should be read in conjunction with the ‘Selected Financial Information’ table above.
FY25 relative to FY24
The Locate Group’s EBITDA loss for the 12 months ended 30 June 2025 was A$0.205 million compared to a loss
of A$0.833 million for the prior year. This 75% reduction in the EBITDA loss was achieved from:
• a 5% increase in operating revenue, generated from a 13% increase in revenue from the Locate2u segment
offset by a 2% reduction in revenue from the Zoom2u segment; combined with
• a 17% reduction in marketing expenses, a 4% decrease in employee benefit expenses and a 5% reduction in
all other operating expenses.
The Locate Group’s net loss after tax for the 12 months ended 30 June 2025 amounted to A$1.816 million (2024:
loss of A$3.063 million). This represented a 41% decrease in losses compared to the 12 months ended 30 June
2024. The decreased loss after income tax expense was largely due to the decrease in EBITDA loss together with:
• lower depreciation and amortisation expenses reflecting the full write-down of certain intangible assets pre-
viously acquired through acquisitions; and
• the expensing in the prior financial year of the Pure Asset Management Pty Ltd royalty (of A$0.75 million with
a discounted value of A$0.495 million) in accordance with AASB 9 Financial Instruments.
FY24 relative to FY23
The Locate Group’s EBITDA loss for the year was A$0.833 million compared to a loss of A$4.256 million for the
prior year. This 80% reduction in the EBITDA loss was achieved from:
• a 24% increase in operating revenue, with increased revenue being achieved by each of the Locate Group’s
businesses; combined with
• a 66% reduction in marketing expenses, a 29% decrease in employee benefit expenses and a 6% reduction in
all other operating expenses.
The Locate Group’s net loss after tax for the 12 months ended 30 June 2024 amounted to A$3.063 million (2023:
A$5.558 million). This represented a 45% decrease in losses compared to the 12 months ended 30 June 2023.
The decreased loss after income tax expense was largely due to the decrease in EBITDA loss offset by:
• higher depreciation and amortisation expenses reflecting the full year impact of depreciating intangible as-
sets acquired through the Talcasoft acquisition which completed in November 2022; and
• the expensing in the FY24 of the Pure Asset Management Pty Ltd royalty (of A$0.75 million with a discounted
value of A$0.495 million) in accordance with AASB 9 Financial Instruments.

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Note: The implied market capitalisation and implied enterprise value are calculated on the assumption that 58,333,333 Locate NZ Shares will be on issue, and
that the Novus Offer Initial Price is nil. The actual number of Shares may differ following the close of the General Offer and the Novus Offer, which may cause
the market capitalisation and enterprise value to differ from what is stated here.
Capitalisation Table
Explanation of implied market capitalisation and implied enterprise value
Implied market capitalisation is the value of all of the issuer’s equity securities, as implied by the price of the
ordinary shares being offered. It tells you what Locate NZ is proposing that Locate NZ’s equity is worth.
Implied enterprise value (EV) is a measure of the total value of the business of Locate NZ, as implied by the price
of the ordinary shares being offered. Implied enterprise value is the amount that a person would need to pay to
acquire all of Locate NZ’s equity securities and to settle all of Locate NZ’s borrowings. It is a measure of what
Locate NZ is proposing the business of Locate NZ as a whole is worth.
Number of Shares being offered under General Offer
Number of Shares being offered under the Novus Offer as the Initial Novus Shares
Capitalisation table
General Offer Price
Novus Offer Initial Price
Implied market capitalisation
Implied enterprise value
13,333,333
45,000,000
NZ$0.075
A$0.068
Nil
NZ$1,000,000
NZ$1,000,000

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8. Risks to Locate NZ’s business and plans
An investment in Locate NZ involves risks. Investors should carefully read this section together with the other
information in this PDS. The risks outlined below are those circumstances Locate NZ is aware of that exist, or are
likely to arise, and which may materially affect Locate NZ’s financial position, performance, or stated plans. This
section is not exhaustive. Additional risks and uncertainties not currently known to Locate NZ, or that Locate NZ
currently considers immaterial, may also have a material adverse effect.
Migration Risks
As is described above, Locate NZ and Locate Australia have entered into the Scheme Implementation Deed to
effect the Migration. The Scheme is subject to conditions, including approval by Locate Australia shareholders in
accordance with the provisions of the Corporations Act. Although Locate NZ expects all of the conditions in the
Scheme Implementation Deed will be met, there remains a risk that the Scheme will not be implemented. Locate
NZ’s listing on the NZX Main Board is conditional on Locate Australia shareholders approving the Scheme at
the scheme meeting scheduled for 1 December 2025. However, in the event that the Scheme does not proceed
for any reason after Locate Australia shareholder approval, Locate NZ intends to remain listed on the NZX Main
Board and to continue to operate a Bitcoin treasury strategy. See Section 2 (Locate NZ and what it does) for more
information about Locate NZ’s plans in the event the Scheme does not proceed.
The other risks outlined below relate either to the current business of Locate Australia or Locate NZ’s planned
Bitcoin strategy as described in this PDS.
Bitcoin-Related Risks
Bitcoin Price Volatility
Significance for Locate NZ
Bitcoin has historically exhibited extreme price volatility, with daily movements in excess of 10% being common.
This volatility is driven by speculative trading, macroeconomic conditions, regulatory announcements, exchange
failures, and liquidity shifts. For Locate NZ, this risk is particularly significant because Locate NZ has adopted a
Bitcoin treasury strategy, meaning its balance sheet is directly exposed to these price fluctuations rather than
being diversified across traditional low-volatility assets. Locate Australia also does not currently hedge its
Bitcoin exposures, and Locate NZ has no specific plans to do so. In the event that Locate NZ does hedge against
its Bitcoin exposure in the future, Locate NZ will adopt relevant policies and disclose those to the market.
Likelihood of Risk Occurring
The likelihood of significant volatility is high, as evidenced by Bitcoin’s past performance. For example, between
late 2021 and the end of 2022, Bitcoin lost more than 70% of its value. Comparable volatility events remain
possible given the speculative and sentiment-driven nature of the asset.
Nature and Magnitude of Potential Impact
A sustained decline in the price of Bitcoin would directly reduce Locate NZ’s net tangible assets, weaken investor
confidence, and increase the company’s effective cost of capital. Unlike cash or government bonds, Bitcoin
provides no yield, dividend, or redemption guarantee, which amplifies the financial impact. The potential
magnitude of impact includes material impairment to the company’s Bitcoin holdings, volatility in reported
earnings under fair-value accounting, and significant adverse effects on Locate NZ’s share price and ability to
raise funding. As noted above, Locate Australia does not hedge against its Bitcoin exposure, and Locate NZ has
no specific plans to hedge against its Bitcoin exposures in the future.

Bitcoin Liquidity Risk
Significance for Locate NZ
While Bitcoin is among the most actively traded digital assets globally, with daily trading volumes in the tens of
billions of US dollars, liquidity cannot be relied upon in all market conditions. For Locate NZ, this is particularly
significant because Locate NZ’s Bitcoin treasury strategy involves holding Bitcoin as a core asset, meaning any
need to liquidate part of those holdings exposes it directly to prevailing liquidity conditions.
Likelihood of Risk Occurring
The likelihood of liquidity pressures materialising is difficult to quantify and is elevated by Bitcoin’s reliance on a
small number of dominant trading venues. Periods of financial stress, regulatory intervention, or exchange dis-
ruption can cause a sudden deterioration in liquidity, as was demonstrated in 2022 during the collapse of FTX.
Nature and Magnitude of Potential Impact
If Locate NZ were required to sell Bitcoin to refinance debt, fund operations, or pursue strategic investments, it
may not be able to do so at prevailing market prices or in sufficient volume. This could result in forced sales at
significant discounts or delayed transactions, adversely affecting cash flow, solvency, and operational flexibility.
The potential magnitude of impact ranges from temporary financial strain to material solvency risk.
Custody and Security of Bitcoin
Significance for Locate NZ
Bitcoin is a bearer instrument, meaning that control over private keys is equivalent to ownership of the asset.
Loss of keys or compromise of custody arrangements leads to irreversible and permanent loss, with no central
authority or mechanism for recovery. For Locate NZ, this risk is of particular significance because the company’s
treasury strategy involves holding a substantial proportion of its balance sheet in Bitcoin.
Likelihood of Risk Occurring
The likelihood of a custody failure is difficult to quantify but cannot be regarded as negligible, given the number
of high-profile incidents across the digital asset industry. History has shown that even well-resourced platforms
have suffered catastrophic failures, such as the collapse of Mt. Gox in 2014 and more recent exchange and wallet
breaches.
Nature and Magnitude of Potential Impact
Should Locate NZ suffer a significant loss of Bitcoin due to custody failure, the impact would be immediate and
severe: material impairment of the company’s balance sheet, inability to recover the lost assets, and consequent
erosion of investor confidence. Because Bitcoin transactions are global and may be undertaken using false
names, avenues for legal recourse or recovery are extremely limited. The potential magnitude of impact ranges
from serious financial strain to existential threat, depending on the scale of any loss.
Regulatory and Legal Risks for Bitcoin
Significance for Locate NZ
The legal and regulatory treatment of Bitcoin is evolving across major jurisdictions, including the United States,
the European Union, Australia, and New Zealand. For Locate NZ, this is of particular significance because the
company is one of the few ASX/NZX-listed companies holding Bitcoin as a treasury asset.
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Likelihood of Risk Occurring
Given the global policy focus on digital assets, further regulatory intervention is highly likely. Such changes may
be incremental, such as new reporting standards or licensing requirements, or more disruptive, such as restric-
tions on corporate holdings or limits on convertibility into fiat currencies.
Nature and Magnitude of Potential Impact
Adverse regulation could materially impact Locate NZ by requiring increased compliance costs, the maintenance
of additional capital reserves, or the reclassification of Bitcoin holdings for tax or accounting purposes. In the
most severe case, regulation could restrict or prohibit the company from holding Bitcoin, forcing an unwinding of
positions and crystallising losses. The potential magnitude of impact ranges from moderate compliance-related
expenses to existential threats to the company’s Bitcoin-focused treasury model.
Accounting Treatment of Bitcoin
Significance for Locate NZ
Locate Australia accounts for its Bitcoin holdings as intangible assets with an indefinite useful life under AASB
138, applying the revaluation model. This approach recognises Bitcoin at cost on acquisition and subsequently
remeasures the asset to fair value at each reporting date. While this treatment provides transparency and
reflects the presence of an active market for Bitcoin, it is of particular significance to Locate Australia because it
introduces accounting outcomes that may not align with the company’s long-term treasury strategy of holding
Bitcoin. In addition, the choice of model differs from the U.S. FASB’s fair-value through P&L approach, creating
potential challenges for international comparability. Locate NZ intends to apply the same accounting treatment
as Locate Australia. Although NZ IAS 38 will apply rather than AASB 138, there is no effective difference in
accounting treatment because these standards are both aligned, so Locate Australia and Locate NZ will apply
the same recognition, measurement and disclosure principles.
Likelihood of Risk Occurring
Volatility in reported equity and earnings is likely to occur under this accounting model, given the inherent
volatility of Bitcoin’s price. Upward revaluations are taken to Other Comprehensive Income and do not contribute
to profit unless reversing prior losses, while downward revaluations exceeding the reserve are charged directly to
profit or loss. The requirement to conduct regular fair value assessments and impairment testing further
increases the likelihood of fluctuations in reported results.
Nature and Magnitude of Potential Impact
This accounting treatment could result in periods where Locate NZ’s statutory earnings do not reflect the
underlying strategy of holding Bitcoin for the long term. Significant downward revaluations could materially
reduce reported profit, affect equity, and potentially create compliance pressures with debt covenants or market
expectations. The magnitude of the impact could range from short-term earnings volatility and investor
confusion over performance metrics to material impairment of reported profitability and market confidence.
Differences in accounting frameworks compared with global peers may also complicate investor comparisons
and influence perceptions of financial stability.
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Taxation Risk
Significance for Locate NZ
The taxation of Bitcoin and Bitcoin-related investment instruments is subject to change and may vary between
jurisdictions. At present, in New Zealand, investments in equities (including exchange-traded products) that are
directly or indirectly exposed to the value of Bitcoin are generally treated the same as other equity investments
for tax purposes. This means that shareholders in Locate NZ may currently face a different tax outcome than if
they held Bitcoin directly. For Locate NZ, this risk is particularly significant because its treasury model is built
around Bitcoin exposure, meaning that any future change in tax rules could directly alter the after-tax
attractiveness of investing in the company’s securities compared with holding Bitcoin itself or investing in
traditional equities.
Likelihood of Risk Occurring
The likelihood of changes in tax treatment is material, given the increasing regulatory and policy focus on digital
assets globally. Legislative amendments, updated regulatory guidance, or revised tax authority interpretations
could be introduced without significant lead time. These changes could alter the way Bitcoin-related investments
are taxed, leading to different after-tax results than currently expected.
Nature and Magnitude of Potential Impact
Future tax changes could negatively affect investor returns by increasing tax liabilities, reducing available
deductions, or altering the timing of recognition of gains and losses. Such outcomes may make investment in
Bitcoin-related equities less attractive compared with traditional asset classes. For Locate NZ, adverse tax
developments could reduce investor demand for its securities and impair valuation. The magnitude of impact
ranges from minor adjustments to investor returns to materially less favourable after-tax outcomes that could
reduce shareholder confidence and investment appetite. Investors are strongly encouraged to obtain
independent tax advice before making investment decisions. See also Section 9 (Tax).
Operating and Business Risks
Dependence on Locate2u for Growth
Significance for Locate NZ
Locate2u, Locate Australia’s SaaS logistics platform, is positioned as the principal driver of future growth. Unlike
the company’s Bitcoin treasury holdings, which primarily influence financial position and balance sheet strength,
Locate2u underpins the company’s ability to generate recurring operating revenues and deliver sustainable long-
term growth. This reliance makes performance of the platform particularly significant for Locate NZ, as underper-
formance in customer acquisition, retention, or product innovation would directly constrain revenue generation
and investor returns.
Likelihood of Risk Occurring
The SaaS industry is highly competitive, characterised by rapid innovation cycles and elevated customer
expectations. There is a material likelihood that competitive offerings, pricing pressure, or technological
disruption could limit Locate2u’s ability to attract or retain customers. Increased churn, delays in product
development, or failure to integrate with emerging supply chain technologies could each undermine adoption and
growth.
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Nature and Magnitude of Potential Impact
If Locate2u fails to achieve sustained growth and product innovation, Locate NZ’s ability to expand revenues and
improve profitability could be materially constrained. The magnitude of impact could range from slower-than-ex-
pected business expansion and reduced margins to a significant impairment of Locate NZ’s long-term operating
model. Underperformance of Locate2u could also reduce market confidence, adversely affect valuation, and
constrain the company’s ability to raise additional capital for expansion.
Gig-economy – regulatory scrutiny
Significance for Locate NZ
Zoom2u operates a licensee-based delivery marketplace model that enables rapid scaling without incurring the
fixed costs of directly employing drivers. This model is central to Locate NZ’s operating efficiency and
competitive positioning. However, gig-economy worker classification has become a key focus of regulatory
scrutiny both in Australia and internationally. Any move toward reclassifying licensees as employees would have
direct and material consequences for Locate NZ’s cost base, compliance obligations, and the economic
sustainability of the marketplace model.
Likelihood of Risk Occurring
The likelihood of increased scrutiny is high, as seen in recent developments. In Australia, recent legislative
changes have empowered the Fair Work Commission to impose stronger protections for contractors,
particularly “employee-like workers” in the gig economy. Internationally, legislation such as California’s AB5
legislation has already reclassified many independent contractors as employees under the law, illustrating a
broader trend towards greater regulatory scrutiny of worker status.
Nature and Magnitude of Potential Impact
If Zoom2u licensees were reclassified as employees, Locate NZ would face obligations for wages, leave
entitlements, superannuation, and payroll taxes, fundamentally altering unit economics and requiring a redesign
of the marketplace. Even absent full reclassification, compliance costs, administrative burdens, and litigation
risks could rise materially. The magnitude of exposure could extend further if payroll tax liabilities were applied
retrospectively, potentially resulting in significant financial obligations.
In addition, Locate NZ engages offshore contractors, for software development, marketing, finance and
customer support. This approach provides cost efficiencies and skilled labour access but introduces risks
related to compliance with foreign employment laws, political and economic changes, and reputational
sensitivity around outsourcing. Although the likelihood of offshore contractors successfully invoking Australian
industrial relations protections is considered remote, even unsuccessful claims could create administrative or
reputational challenges. Tightening of offshore regulatory regimes or increased criticism of outsourcing
practices could also adversely impact operations.
Customer concentration
Significance for Locate NZ
Zoom2u derives a substantial portion of its revenue from a limited number of large enterprise clients, with the
three largest customers accounting for approximately 33% of Zoom2u’s FY25 revenue. This creates a particular
significance for Locate NZ, as the loss of, or reduced engagement from, one or more of these clients could
materially reduce the revenue base and profitability of the business. The company’s reliance on a concentrated
group of customers heightens exposure to shifts in client demand, competitive pressures, or changes in
contractual arrangements.

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Likelihood of Risk Occurring
Customer concentration is a common feature of early-stage and scaling marketplace models, and the risk of cli-
ent attrition or reduced spend is ongoing. The likelihood of occurrence is moderate to high, given the competitive
nature of the logistics and delivery sector, where large enterprise customers may switch providers in response
to pricing, service quality, or integration needs. While the company is actively seeking to diversify its enterprise
base, dependence on key accounts remains material in the near term.
Nature and Magnitude of Potential Impact
The loss of a major enterprise client, or a significant reduction in activity from one or more large customers,
could materially impact revenues, profitability, and cash flow. The magnitude of this impact could range from
short-term revenue volatility to a sustained reduction in the company’s earnings profile, depending on the scale
of customer attrition.
As a mitigant, Locate NZ is scaling Locate2u, which serves a global and more fragmented customer base, there-
by reducing reliance on individual large accounts. In addition, the adoption of Bitcoin as a long-term treasury
reserve may provide balance sheet strength and a diversified strategic pillar, further reducing dependence on any
single business line or group of customers.
Currency Exchange Risk
Significance for Locate NZ
Locate NZ will, following implementation of the Scheme, generate the majority of its operating revenue in AUD.
However, Locate NZ’s shares will be listed and quoted in NZD. As a result, New Zealand investors are
indirectly exposed to movements in the AUD/NZD exchange rate, which will affect the value of Locate NZ’s
underlying earnings when reported in NZD. Conversely, Australian investors in Locate NZ securities will also be
exposed to exchange rate fluctuations, as the market value of Locate NZ’s shares is denominated in NZD. This
dual exposure makes foreign exchange movements particularly significant for Locate NZ and its shareholders.
Likelihood of Risk Occurring
Foreign exchange volatility between the AUD and NZD is a regular feature of trans-Tasman economic conditions.
For the six months to 9 September 2025, the AUD/NZD rate has fluctuated within a range of approximately NZD
1.06 to 1.11 per AUD, reflecting differences in relative interest rates, commodity price cycles, and
macroeconomic conditions in Australia and New Zealand. This historical volatility highlights the likelihood that
shifts in the exchange rate will continue to occur during the period of investment.
Nature and Magnitude of Potential Impact
For Locate NZ, sustained movements in the exchange rate could create volatility in reported results when
translated into NZD, even if underlying operations in AUD remain stable. For New Zealand investors, depreciation
of the AUD against the NZD would reduce the apparent value of Locate NZ’s earnings and assets. For Australian
investors, the value of their shareholding is directly affected by NZD movements, irrespective of operating
performance in AUD. The magnitude of impact may range from modest fluctuations in reported earnings and
share price to significant swings in perceived profitability and valuation. Unlike operational risks, foreign
exchange movements are outside the company’s control, and hedging strategies may not fully mitigate investor
exposure.

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Risks associated with ATM Facility
Significance for Locate NZ
As described in Section 5 (Terms of the Offer), Locate NZ has entered into an ATM Facility that allows new shares
to be issued progressively into the secondary market. While the facility provides flexibility and speed in raising
capital compared to traditional placements or entitlement offers, it also carries risks specific to its structure. This
risk is particularly significant because Locate NZ’s reliance on an ATM may affect existing shareholders through
potential dilution, may impact the company’s ability to raise sufficient funds when required, and may expose
Locate NZ to counterparty or execution risks associated with the broker administering the facility.
Likelihood of Risk Occurring
The likelihood of dilution is high whenever the ATM is used, as new shares are issued directly into the market.
There is also a material likelihood that in periods of weak investor demand or low trading volumes, the ATM may
not provide reliable access to capital.
Counterparty and execution risks, while less likely to occur, cannot be excluded. The broker’s ability to place
shares effectively is dependent on its financial and operational stability, as well as prevailing market conditions.
Regulatory or compliance issues also pose ongoing risks, particularly as the Locate Group believes that the ATM
Facility is the first to be utilised in the New Zealand market.
Nature and Magnitude of Potential Impact
The primary impact of using the ATM is shareholder dilution. Incremental issuance of new shares reduces the
proportional ownership of existing shareholders who will not participate in capital raisings using the ATM Facility.
Depending on the scale of ATM Facility usage, this dilution could be modest or material. Importantly, the number
of Shares which can be issued under the ATM Facility will be limited by the 15% placement limit applicable under
the NZX Listing Rules, unless shareholder approval is sought.
If the ATM fails to generate sufficient investor demand, Locate NZ may be unable to raise the capital it requires
in a timely manner, which could delay strategic initiatives, limit working capital flexibility, or force the company to
pursue alternative funding options (potentially at higher cost or with more restrictive terms).
Counterparty or execution failures could disrupt Locate NZ’s ability to issue shares under the ATM when needed,
potentially leaving funding gaps. Regulatory breaches or changes to listing rules could also restrict or suspend
the use of the facility, exposing the company to compliance costs or reputational harm.
There is also a risk of downward pressure on Locate NZ’s share price, as ATM issuance increases supply in the
market. If investors perceive the ATM as a signal of funding stress, this could further weaken demand for the
shares and exacerbate the cost of capital.
Breach of lending covenants
Significance for Locate NZ
Locate NZ’s operations and funding depend on continued access to the Pure facility. Breaches of the EBITDA or
cash balance covenants under the facility could restrict the ability of Locate Australia and its related entities (in-
cluding Locate NZ) to access funds or trigger an event of default. This would adversely affect the Locate Group’s
liquidity and may limit the availability of working capital to support Locate NZ’s growth and operations.

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Likelihood of Risk Occurring
Locate Australia has previously breached both EBITDA and cash balance covenants under the Pure facility. While
corrective measures and engagement with the lender have mitigated immediate impacts, the likelihood of further
breaches remains moderate to high, depending on trading performance, cash flow, and timing of receipts and
payments. As noted in the section on the Pure facility in Section 2 (Locate NZ and what it does), Pure waived its
rights that accrued in relation to the review events which occurred in FY25 and in relation to the breach of the
EBITDA covenant for the September 2025 quarter.
Nature and Magnitude of Potential Impact
If further breaches of the EBITDA or cash balance covenants occur and are not remedied or waived, Pure may
demand immediate repayment of the facility or enforce its security over group assets. This could materially
affect Locate NZ’s funding position, constrain operations, and, in severe cases, threaten the Locate Group’s
ability to continue as a going concern.

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9. Tax
Tax can have significant consequences for investments. If you have queries relating to the tax consequences of
investing in ordinary shares, you should obtain professional advice on those consequences.

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10. Where you can find more information
Further information relating to Locate NZ and the Shares is available on the Offer Register which can be found
at https://www.disclose-register.companiesoffice.govt.nz/ (for example, Locate NZ’s constitution and Locate
Australia’s financial statements). A copy of the information on the offer register is available on request to the
Registrar of Financial Service Providers (email registrar@fspr.govt.nz).
Further information relating to Locate NZ is also available on the Companies Office register of the Ministry of
Business, Innovation and Employment. This information can be accessed on the Companies Office website at
https://companies-register.companiesoffice.govt.nz.
Once Locate NZ is listed, it will be required to make half-yearly and annual announcements to NZX and such oth-
er announcements required by the listing rules from time to time. You will be able to obtain this information free
of charge by searching under ticker code “LOC” on NZX’s website (www.nzx.com).
• In accordance with the conditions to Locate NZ listing on the NZX Main Board, Locate NZ will: promptly and
without delay announce to NZX any acquisition or disposal of Bitcoin from time to time; and
• make available at least once each trading day information about its Bitcoin holdings. Locate NZ intends to
make this information available on its website, locatetech.nz, through a dashboard which shows its Bitcoin
holdings as disclosed to NZX and the value of the same in New Zealand dollars. The dashboard will be pro-
vided by mNAV, which specialises in providing dashboards for Bitcoin treasury companies.
Locate Australia’s market announcements released over ASX can be obtained free of charge by searching under
ticker code “LOC” on the ASX website (www.asx.com.au/).

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11. How to apply
You should read this PDS and other available information carefully before applying for Shares. You can apply for
Shares under the General Offer by completing the relevant Application Form online at
www.locateshareoffer.co.nz.

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12. Contact information
Issuer
Share Registrar
New Zealand legal adviser
Australian legal adviser
Auditor
Locate Technologies Limited
Level 17, PwC Tower
15 Customs Street West, Auckland
New Zealand
+64 9 242 4897
MUFG Pension & Market Services (NZ) Limited
Level 30, PwC Tower
15 Customs Street West, Auckland
New Zealand
+64 9 375 5998
Chapman Tripp
Level 34, PwC Tower
15 Customs Street West, Auckland
New Zealand
Thomson Geer
Level 14, 60 Martin Place
Sydney, NSW
Australia
Grant Thornton New Zealand Audit Limited
Level 15, Grant Thornton House
215 Lambton Quay, Wellington, New Zealand
+64 9 308 2570

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WARNING STATEMENT – ISSUED TO AUSTRALIAN INVESTORS
If you are an Australian investor, we are required to provide the following warning statement to you under Austra-
lian law.
This Offer to Australian investors is a recognised offer made under Australian and New Zealand law. In Australia,
this is Chapter 8 of the Corporations Act 2001 (Cth) and Corporations Regulations 2001 (Cth). In New Zealand,
this is Subpart 6 of Part 9 of the Financial Markets Conduct Act 2013 of New Zealand and the Financial Markets
Conduct Regulations 2014 of New Zealand.
This Offer and the content of this PDS are principally governed by New Zealand, rather than Australian, law. In the
main, the Financial Markets Conduct Act 2013 of New Zealand and the Financial Markets Conduct Regulations
2014 of New Zealand set out how the Offer must be made.
There are differences in how securities and financial products are regulated under New Zealand, as opposed
to Australian, law. For example, the disclosure of fees for managed investment schemes is different under New
Zealand law.
The rights, remedies and arrangements for compensation available to Australian investors in New Zealand secu-
rities and financial products may differ from the rights, remedies and arrangements for compensation for Austra-
lian securities and financial products.
Both the Australian and New Zealand securities regulators have enforcement responsibilities in relation to this
Offer. If you need to make a complaint about this Offer, please contact the Australian Securities and Investments
Commission. The Australian and New Zealand regulators will work together to settle your complaint.
The taxation treatment of New Zealand securities and financial products is not the same as that for Australian
securities and products.
If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an ap-
propriately qualified financial adviser.
The Offer may involve a currency exchange risk. The currency for the security or financial product is in dollars
that are not Australian dollars. The value of the security or financial product will go up and down according to
changes in the exchange rate between those dollars and Australian dollars. These changes may be significant.
If you receive any payments in relation to the security or financial product that are not in Australian dollars, you
may incur significant fees in having the funds credited to a bank account in Australia in Australian dollars.
If the security or financial product is able to be traded on a financial market and you wish to trade the security
or financial product through that market, you will have to make arrangements for a participant in that market to
sell the security or financial product on your behalf. If the financial market is a foreign market that is not licensed
in Australia (such as a securities market operated by NZX Limited (NZX)) the way in which the market operates,
the regulation of participants in that market and the information available to you about the security or financial
product and trading may differ from Australian licensed markets.

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2u Enterprises
Applicant
Application Form
Application
Application Monies
ASIC
ASX
ASX Listing Rules
ATM Facility
2u Enterprises Pty Limited, a subsidiary company of Locate Australia
an investor who makes an Application
an application form as accompanying this PDS
an application to subscribe for Shares under the Offer
the amount payable on Application
the Australian Securities and Investments Commission
ASX Limited, or the financial market operated by ASX Limited, as the context requires
the listing rules of ASX, in force from time to time
the ‘At-the-Market’ facility, either currently used by Locate Australia or proposed to be
used by Locate NZ, as the context requires
13. Glossary
ATM Facility Deed
AUD or A$
Authorisation Code
Board
Broker
Business Day
Corporations Act
CSN
EBITDA
FMCA
FY
GAAP
General Offer
General Offer Price
the deed dated 24 October 2025 entered into to effect the ATM Facility
Australian Dollar
the identification number issued to you referable to your Shares (previously FIN)
the board of directors of Locate NZ
an entity designated as an NZX Firm under the Participant Rules of NZX
a day on which the NZX Main Board is open for trading
Corporations Act 2001 (Cth) (Australia)
Common Shareholder Number
earnings before interest, tax, depreciation and amortisation
Financial Markets Conduct Act 2013
a financial year ended 30 June
Generally Accepted Accounting Practice
the offer of Shares to New Zealand and Australian residents pursuant to this PDS
NZ$0.075 or A$0.068

LOC - IPO PDS 2025 | Page 67
PRODUCT DISCLOSURE STATEMENT
Initial Novus Shares
Locate Australia Board
Locate Australia Options
Locate Australia Shares
Locate NZ
Locate NZ Options
Novus
Novus Offer
Novus Offer Initial Price
NZ GAAP
NZD or NZ$
NZX
NZX Listing Rules
NZX Main Board
Offer
the initial 45,000,000 Shares to be issued to Novus pursuant to the Novus Offer
the board of directors of Locate Australia
options to acquire Locate Australia Shares
ordinary shares in Locate Australia
Locate Technologies Limited, a New Zealand-incorporated entity
options to acquire Shares
Novus Capital Limited
the offer of Shares to Novus pursuant to this PDS and the terms of the ATM Facility
Nil
generally accepted accounting practices in New Zealand
New Zealand Dollar
NZX Limited
the listing rules of the NZX Main Board, in force from time to time
the main board financial product market operated by NZX
the offer of Shares pursuant to the General Offer and the Novus Offer
Locate2u
Locate Australia
Migration
Locate Group
Novus Offer Ongoing Price
Novus Ongoing Shares
Offer Register
Locate 2u Pty Limited, a subsidiary company of Locate Australia, or the business that
operates the Locate2u SaaS platform, as the context requires.
Locate Technologies Limited, an Australian-incorporated entity (ASX:LOC) (ACN 636
364 246)
the migration of Locate Australia from the ASX to the NZX, via a scheme of arrangement
by which all of the ordinary shares in Locate Australia will be acquired by Locate NZ
Locate Australia and each of its subsidiaries or Locate NZ and each of its subsidiaries
following the Scheme, as the context requires
the consideration for shares offered to Novus from time to time as determined in accor-
dance with the terms of the ATM Facility Deed
the offer of ongoing issuances of Shares to Novus in accordance with the terms of the
ATM Facility Deed
the register entry for this Offer, that forms part of the Disclose Register that is avail-
able at https://disclose-register.companiesoffice.govt.nz/ by searching “14005” under
“search offers”

LOC - IPO PDS 2025 | Page 68
PRODUCT DISCLOSURE STATEMENT
Options
PDS
SaaS
Share Registrar or MPMS NZ
Shares
Shred2u
options to acquire Locate Australia Shares
this document
Software-as-a-Service
MUFG Pension & Market Services (NZ) Limited
ordinary shares in Locate NZ
the document destruction business operated by Locate Australia
Scheme
Scheme Implementation
Deed
Treasury Management
Policy
Zoom2u
the scheme of arrangement to be progressed in accordance with the Scheme
Implementation Deed
the deed under which Locate NZ agreed to acquire all of the shares in Locate Australia
via a scheme of arrangement, entered into on 12 September 2025
the policy adopted by Locate NZ which allows for the acquisition of Bitcoin, available on
the Locate NZ website at locatetech.nz
Zoom2u Pty Limited, a subsidiary company of Locate Australia, or the business that
operates the Zoom2u courier marketplace as the context requires.
V2.0