BizDealRoom.com ("the Platform") is a digital marketplace operated by MENTORED BUSINESS SALES SERVICES PTY LTD (ABN 56 630 339 150). The following must be clearly understood:

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

Samuel Rettke, in the capacity of director of PS Rewards Pty Ltd 56 675 184 460, has decided to seek investment for growth capital and has chosen to use the BizDealRoom.com platform operated by MENTORED BUSINESS SALES SERVICES PTY LTD (ABN 56 630 339 150) as a communication medium to connect with potential investors.

Owner Responsibility: The business owner is solely responsible for all content in this memorandum. BizDealRoom.com has not prepared, verified, or endorsed this document or its contents.

This Confidential Investment Information Memorandum has been prepared by the business owner for selected parties to assist the recipient in making their own independent appraisal before making any investment decision. The memorandum does not purport to be complete or contain all information that a prospective investor may require. All projections have been prepared by the company or their accountants and are subject to uncertainties and contingencies beyond our control. All currency amounts are expressed in Australian dollars unless otherwise stated.

Samuel founded RealtyAssist in 2020 and raised more than $50 million in equity and debt capital. Metrics Credit Partners completed a majority acquisition of that business in November 2023. Together with Chairman Steve Turner, Samuel has invested a combined $2 million to bring PS Rewards and its technology to its current stage.

The Company's technology includes geo-fenced suggestions and what management describes as "reverse engagement": the ability to connect consumers with merchants through relevant purchasing suggestions based on location, preferences and behavioural patterns.

PS Rewards also operates a live PS Rewards Visa card. The precise functionality, issuing arrangements and relationship between the card and the Company's cashback and rewards system will be made available to prospective investors as part of the due diligence process.

As participation grows, the Company expects the resulting consumer and transaction data to improve the relevance of merchant offers and the effectiveness of its customer-engagement capabilities. The use, storage and commercial application of that information remain subject to applicable privacy, consumer protection and data-security requirements.

PS Rewards has undertaken a period of platform development, market testing and commercial validation ahead of its planned broader rollout. In early 2026, the Company established affiliate relationships with Blackhawk, a global gift-card technology provider, and Rakuten, a global cashback provider. PS Rewards operated white-labelled affiliate offerings across gift cards, loyalty and cashback through these relationships. The experience gained through those arrangements informed the Company's decision to develop its own technology and transition towards direct relationships with participating merchants.

PS Rewards subsequently conducted three member-acquisition trials using its affiliate offerings. According to Company records, the third trial acquired more than 2,000 members in less than one hour at a cost of acquisition below $10 per member. Management considers these trials to have provided:

These results were achieved through limited pre-launch trials and should not be interpreted as evidence that the same acquisition costs or conversion performance will necessarily be achieved at scale.

The Company has achieved early merchant traction within food and beverage and has subsequently expanded into additional categories, including recreation and personal care. Examples provided by management include paintball venues and beauty salons. This broader merchant base supports the Company's intended positioning as a multi-category consumer platform rather than a rewards program limited to a single industry.

PS Rewards has also entered its first business-to-business agreement for a white-labelled customer-retention program. Management expects this agreement could introduce up to 30,000 additional members to the platform. This figure represents an anticipated contribution under the agreement and is not a guaranteed member outcome.

The Company has also secured an exclusive arrangement with Hey Perth. According to management, Hey Perth has assisted with merchant acquisition and has a combined following of more than 500,000 across its Perth-focused social media channels. The relationship is expected to support further merchant and member acquisition as the platform expands.

PS Rewards is scheduled to launch its commercial rollout in Western Australia on or before 1 October 2026, leveraging its established network of over 25,000 members, 250 merchants, and exclusive media and B2B partnerships.

Merchant distribution across categories is illustrative and based on management's description of the Company's current merchant base. Precise category breakdowns have not been independently verified.

PS Rewards' immediate growth strategy is focused on expanding its merchant network and using that network to support member acquisition and transaction activity. The Company intends to:

The Board considers the principal features of the investment opportunity to include:

The Company is considering funding through: An issue of equity; Debt funding; or A combination of equity and debt.

For an equity investment of $2 million, the Company has indicated an approximate pre-money valuation of $18 million and a resulting post-money valuation of approximately $20 million. On that basis, up to 10% of the Company's issued equity would be available to incoming investors following completion of the full raise. Debt proposals will be assessed individually, having regard to matters including pricing, term, security, repayment structure, covenants and any proposed warrants or options. All investment terms remain subject to negotiation, satisfactory due diligence, Board approval and execution of definitive legal documentation.

The Company's current ownership structure is reported as follows: Samuel John Rettke — approximately 40%; Steve Turner — 40%; and Approximately 40 additional shareholders — collectively holding the remaining interest. The largest shareholder outside Samuel Rettke and Steve Turner holds approximately 3% individually. The precise issued capital, option and warrant position, shareholder percentages and fully diluted capitalisation will be confirmed through an updated capitalisation table before the Information Memorandum is distributed to prospective investors.

The principal stated use of the capital being raised is sales and marketing activity directed towards merchant acquisition. Management considers merchant acquisition to be the Company's primary near-term growth lever, as increasing the number and diversity of participating merchants is expected to support consumer acquisition, engagement and transaction activity.

A detailed use-of-funds schedule has not yet been supplied. Before final distribution of this Information Memorandum, the Company intends to provide a proposed allocation addressing, as applicable:

No allocation percentages or dollar amounts should be inferred until that schedule has been approved by the Board.

PS Rewards represents an investment in an early-stage technology company entering a competitive and regulated market. Prospective investors should consider the opportunity in the context of risks including:

These matters are addressed more fully in the Risk Factors section of this Information Memorandum.

Management estimates that more than two million Australians currently participate in a loyalty or rewards program. The Company also reports that approximately one in five Australians is affected by gift card breakage, where all or part of a gift card balance remains unused. These figures indicate an existing consumer need for simpler reward structures, improved visibility over balances and a more efficient way to earn and use rewards.

PS Rewards seeks to address this need by combining gift cards, cashback, loyalty functionality and merchant offers within one platform. The service is intended to reduce the complexity associated with managing multiple programs while providing consumers with clearer and more immediate value from eligible transactions.

The Company's principal consumer audience includes:

The platform is intended for application across food and beverage, retail, recreation, beauty, personal care and other consumer-facing categories. This multi-category approach gives PS Rewards a broader potential customer base than platforms focused on a single industry.

PS Rewards also serves merchants seeking to acquire new customers, increase repeat purchasing and better understand the return generated by their promotional expenditure. Participating merchants contribute a portion of the margin associated with qualifying transactions. This contribution is shared between the consumer, through cashback or discounts, and PS Rewards, through a revenue delivery fee. The model is intended to link merchant expenditure more directly to customer transactions rather than requiring merchants to commit substantial upfront expenditure to campaigns with uncertain outcomes.

PS Rewards reports that it has secured more than 25,000 members and 250 merchants ahead of its broader Western Australian rollout. Its merchant network began with food and beverage businesses and has expanded into categories including recreation and personal care. The Company has also entered a white-labelled business-to-business retention agreement that management expects could introduce up to 30,000 additional members. This creates a potential complementary acquisition channel alongside direct consumer marketing and merchant-led referrals.

PS Rewards is led by its two major shareholders and directors, Samuel Rettke and Steve Turner. Together, they hold approximately 80% of the Company and have invested a combined $2 million to develop the business and bring its technology to its current stage.

In addition to Samuel Rettke and Steve Turner, PS Rewards has approximately 40 other shareholders. The largest of these additional shareholders holds approximately 3% individually. Before the Information Memorandum is distributed, the Company will provide an updated capitalisation table confirming:

Management estimates that gift cards represent an approximately $10 billion annual market in Australia and form part of a global market estimated at approximately $1 trillion. Despite the size and maturity of the sector, management estimates that Australian consumers lose up to $1.4 billion annually through unused or partially used gift card balances and approximately $500 million through gift card-related fraud and scams.

PS Rewards has developed its gift card offering to reduce these inefficiencies by improving reward visibility, simplifying purchasing and providing consumers with a more integrated platform experience. These market estimates have been supplied by management and will require independent source verification before final distribution of this Information Memorandum.

Management estimates that more than two million Australians currently use a loyalty or rewards program. This existing participation reduces the need for PS Rewards to create a new category of consumer behaviour, although the Company must still demonstrate that it can attract, activate and retain users within a competitive market.

Traditional programs commonly operate through points, delayed cashback, discount codes or "show to redeem" processes. From a merchant perspective, these structures may provide limited information about actual customer spending and the return generated from promotional activity. PS Rewards seeks to address these limitations through cashback and discounts connected to qualifying transactions, personalised merchant suggestions and a merchant-funded, performance-based revenue model.

Competitors generally operate within individual segments of the broader market. Gift card providers, cashback platforms and category-specific loyalty applications each address parts of the consumer rewards experience. PS Rewards' strategy is to bring these functions together within a multi-category platform supported by direct merchant relationships.

If successfully executed, this approach may enable the Company to:

Management describes this capability as "reverse engagement": merchants and offers are presented to consumers based on factors such as location, preferences and spending behaviour, rather than relying entirely on consumers to search for available promotions.Merchant Proposition

Participating merchants contribute an agreed portion of the margin associated with qualifying customer transactions. This contribution is divided between: The consumer, through cashback or discounts; and PS Rewards, through a revenue delivery fee. The model is intended to operate on a pay-for-performance basis, aligning merchant expenditure more closely with completed transactions and providing clearer information regarding customer acquisition and campaign performance. PS Rewards is designed for merchants across multiple consumer categories. The Company reports early participation from food and beverage businesses, recreation providers and personal care operators.

Detailed specifications regarding the Visa card program—including program management, card issuing infrastructure, regulatory compliance frameworks, fee schedules, and integration mechanics with the broader rewards ecosystem—will be made available to qualified investors during the formal due diligence process.

PS Rewards' intended differentiation is based on combining gift card functionality with consumer rewards, direct merchant engagement and behavioural offer technology within one platform.

PS Rewards considers its principal differentiators to include:

PS Rewards reports that it has secured more than 25,000 members and 250 merchants ahead of its broader rollout. The merchant network initially gained traction in food and beverage and has expanded into additional categories, including recreation and personal care. The Company has also entered a white-labelled business-to-business retention agreement that management expects could introduce up to 30,000 additional members. The precise scope and timing of the rollout currently stated as occurring on or before 1 October 2026 must be confirmed before this Information Memorandum is finalised, having regard to the consumer services already available through the PS Rewards platform.

The Company's direct merchant model is designed to provide greater control over commercial terms, customer experience and performance reporting than an affiliate-based model.

The Company intends to direct the majority of the capital raised towards sales and marketing activities focused on merchant acquisition. Management considers merchant acquisition to be the principal near-term driver of platform growth. Increasing the number and diversity of participating merchants is expected to improve the consumer proposition, support member acquisition and create additional opportunities for qualifying transaction activity. The proposed expenditure is expected to include the development of merchant-acquisition capability, sales activity, marketing campaigns and supporting commercial operations. Specific expenditure categories and allocation amounts remain subject to approval by the Board.

As the platform expands, part of the capital raised may also be required to support areas directly associated with the Company's commercial rollout, including:

These categories represent areas ordinarily associated with the Company's stated rollout strategy. They should not be interpreted as an approved allocation until a detailed use-of-funds budget has been provided and authorised by the Company.

The chart below shows an illustrative allocation of capital across expenditure categories only. These percentages are indicative and do not represent an approved or committed use-of-funds budget.

The timing and sequencing of expenditure will depend on matters including:

If the Company raises less than the maximum $2 million sought, it may need to reduce, defer or prioritise elements of its growth strategy. This could affect the timing of merchant acquisition, geographic expansion and the Company's progression towards profitability.

Management considers the proposed raise sufficient to support PS Rewards through its next stage of rollout and scale-up and to progress the business towards profitability. This assessment is based on management's current strategy and the acquisition data obtained through its pre-rollout trials. It remains subject to commercial execution, acquisition costs, platform performance, operating expenditure and broader market conditions.

The Company has not provided a detailed use-of-funds schedule or cash-flow forecast for inclusion in this draft. Before the Information Memorandum is distributed, prospective investors should be provided with:

Note: The chart below is illustrative only. Precise allocations are subject to Board approval and will be confirmed prior to distribution of the Information Memorandum.

PS Rewards is open to reviewing debt funding proposals on a case-by-case basis alongside or as an alternative to equity financing. Any debt arrangement will remain subject to formal negotiation and agreement regarding:

An investment in PS Rewards involves a high degree of risk. Prospective investors should consider the following matters together with the other information contained in this Information Memorandum and undertake independent due diligence before making an investment decision. The risks below are not exhaustive, and additional risks may arise that are not currently known or considered material by the Company.

Illustrative risk levels only (5 = High, 4 = Medium-High, 3 = Medium). These ratings are provided for general context and do not constitute a formal risk assessment.

Management considers that the proposed raise of up to $2 million will support the Company's commercial rollout and progress the business towards profitability. However, no integrated financial forecast has been provided to substantiate this assessment. Before investors are asked to rely on projected financial performance, the Company should prepare an integrated forecast covering, at minimum:

Forecasts should include clearly stated assumptions and sensitivity analysis showing the effect of lower member activity, slower merchant acquisition, increased acquisition costs and reduced transaction values.

The Company's revenue model is based on participating merchants contributing a portion of the margin associated with qualifying transactions, with part allocated to consumer rewards and part retained by PS Rewards as a revenue delivery fee. For investors to assess the scalability of this model, PS Rewards should provide evidence of:

PS Rewards intends to conduct the capital raising through a structured and confidential process. Access to detailed commercial, financial, legal and technical information will be provided progressively to eligible prospective investors. Receipt of this Information Memorandum does not give any recipient an entitlement to invest, nor does it oblige PS Rewards to accept an investment proposal.

Prospective investors should first review this Information Memorandum and consider whether the opportunity is consistent with their investment mandate, risk tolerance and eligibility to participate. Following an initial review, interested parties may be invited to discuss the opportunity with the Company's management. This discussion may address the business model, technology, commercial strategy, proposed funding structure and investor requirements.

Before receiving access to non-public information, prospective investors may be required to: