NOTICE OF RESTRICTED OFFERING UNDER PART 2 OF SCHEDULE 1 OF THE FINANCIAL MARKETS CONDUCT ACT 2013 (NZ)
Secondary offer of 2.75M shares (25%) of the outstanding Common Voting Shares (CVS) in the Mataatua Whenua Cooperative Limited ("MWCL") offered for sale at US$0.25cps plus a 25% free carry in US retail operating SPV company.
MWCL is registered under the New Zealland Cooperative Companies Act 1996 to operate a "Whanau-on-the-Whenua" program that has as its kaupapa, (1) the planting of 1M macadamia seeds on smaller Maori freehold landblocks (2) providing a natural resource taonga value adding sales and distribution eco-system to improve economic yield to rural whanau.
MWCL owns the issued and paid up capital of 177 East Ltd, a NZ incorporated SPV set-up to (1) develop for export, a range of value adding skin care products using native resource taonga and (2) procure further natural health, wellness, skin care and beauty products for export to the US through 177 East (USA) Inc, the SPV entity incorporated to act as the operator of the pilot Maoritanga themed health and wellness products retail shop that will be opened in Florida from the proceeds of the Pre-Series A secondary offering/sale.
A corresponding 25% free carry in the US SPV entity is bundled with the secondary sale of the 2.75M (25%) stake in MWCL.
A single investor party/entity that supports the kaupapa of the Co-Op in creating product sale opportunities in the USA for tangata-whenua entrepreneurs in the natural health and wellnes products sector is the preferred investor partner.
The OM may be viewed by Qualifying Parties who are provided with the password which is available only upon request to the vendor of the secondary shares, US incorporated, NZ Resource Taonga Corp, holding company of MWCL.
The Common Voting Shares (CVS) in the Co-Ops US capital program company are referred to as the "Treasury Shares". This because they are the "value repository" instrument that Co-Op landowners "Out East" own alongside investors who share the 1,000,000 macadamia tree kaupapa (objective) of the Co-Op. These shares differ to the Grower-Member Shareholder (GMS) "Transacting Member" shares held by our producer landowners in the NZ incorporated Co-Op registered under the New Zealand Cooperative Companies Act 1996. They differ in that the "treasury shares" are both voting and profit sharing, reflecting the market value of the Co-Op as a macadamia 'n honey producer group. Shares that can be traded for capital profit realization when trading starts in these shares under Rule 144 through a proprietary real time P2P members only trading platform. The Common Voting (Treasury) Share offering set out in the Rule 504 offer document below is only available to Rule 501 Qualifying Investors as permitted under the (US) Jobs Act 2012. Private placements are also possible with parties as permitted at law. The current US$1M offer is available only to US based Rule 501 qualifying investors, details of which are available only through the website of our US "Treasury-Holding" company based in Denver, Colorado. Residents of jurisdictions outside of the US may qualify to participate under such exclusions and exemptions as may be available to them in their country of residence https://nztaonga.com
In Aotearoa/NZ the Co-Op has an Investor Member Shareholder program available for Qualifying Parties under either (1) Schedule One Exclusions plus an investor entry pathway that is available to small Cooperative companies and (2) a syndication concept that is suited to a Limited Partnership type structure.
We enjoy chatting to people who support what we are doing to help Maori landowning families "Out East": to become members of the Co-Op to help them grow macadamia and produce honey on their land.
153 Duke Street, Opotiki, Opotiki, Bay of Plenty Region 3122, New Zealand