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Dated 8th November 2018

Offer of fully-paid ordinary shares in Nevermind Group Limited at $0.20 per share to raise a maximum of $750,000

This crowd-sourced funding (CSF) offer document relates to the Offer of fully-paid ordinary shares in Nevermind Group Limited. This Offer is made under the CSF regime in Part 6D.3A of the Corporations Act 2001 (Corporations Act).

Issuer Nevermind Group Limited ACN 600 470 282

Intermediary Birchal Financial Services Pty Ltd AFSL 502618

CONTENTS Section 1: Risk warning 4 Section 2: Information about the Company 6 2.1 Letter from the founders 6 2.2 Company details 7 2.3 Description of the business 8 2.4 Investor Benefits - The Rogues 21 2.5 Directors and senior managers 24 2.6 Capital structure 28 2.7 Risks facing the business 29 2.8 Financial information 30 - 40 Section 3: Information about the Offer 41 3.1 Terms of the Offer 41 3.2 Rights associated with the shares 41 3.3 Use of funds 42 3.4 What can I do with my shares? 43 Section 4: Information about investor rights 44 4.1 Cooling-off rights 44 4.2 Effect of corporate governance concessions 44 4.3 Communication facility for the Offer 45 Glossary 46

Crowd-sourced funding is risky. Issuers using this facility include new or rapidly growing ventures. Investment in these types of ventures is speculative and carries high risks.

You may lose your entire investment, and you should be in a position to bear this risk without undue hardship.

Even if the company is successful, the value of your investment and any return on the investment could be reduced if the company issues more shares.

Your investment is unlikely to be liquid. This means you are unlikely to be able to sell your shares quickly or at all if you need the money or decide that this investment is not right for you.

Even though you have remedies for misleading statements in the offer document or misconduct by the company, you may have difficulty recovering your money.

There are rules for handling your money. However, if your money is handled inappropriately or the person operating the platform on which this offer is published becomes insolvent, you may have difficulty recovering your money.

Ask questions, read all information given carefully, and seek independent financial advice before committing yourself to any investment.

SECTION 2INFORMATION ABOUT THE COMPANY

Section 2: Information about the Company

2.1 Letter from the founders Thank you for considering investing your hard-earned wealth in Nevermind. Over the past 40 years I have been on a journey, travelling around the world, working as an environmental scientist on some of the world’s largest infrastructure projects, but always looking for a greater purpose. About 6 years ago I stopped looking. I decided to focus on three basic criteria: be ethical; have meaning and make a lasting difference; my contribution would be be fun and exciting. From this Nevermind evolved. Nevermind is more than a business, Nevermind is a passionate community of adventurous spirits. At its heart is Nevermind Adventure “motorcycle tours” operating throughout South Asia, South-East Asia and Australia. We keep adding new adventures, including Tasmania and Vietnam in 2018, and even some non-motorbike adventures via Nevermind Travel. This Nevermind spirit of adventure is at the heart of our retail brand and Royal Enfield exclusive motor dealership, sales and service. It is this spirit that has empowered it to be Australia’s best performing and award winning Royal Enfield exclusive motorcycle dealership. It also gives us the confidence to upgrade the dealership to support forecast bike sales 100% on the previous year. Our combination of adventure travel, retail and motorcycle dealership allows us to celebrate our adventurous spirit and bring our brand to the sale of motor bikes, accessories and riding gear. This also includes our leather range, which will also be at the heart of our new online store, as well as at our new larger concept store and satellite store. To execute these exciting new projects, we need to raise capital. This offer document details our plans, the opportunity to own a part of the company, an opportunity that will bring us closer together, and help us achieve even more great things. I have chosen equity crowdfunding as it aligns to my personal values – its ethical; its meaningful and will result in a meaningful contribution to our community; and its fun and exciting. It also ensures that Nevermind is more than a business – it is a passionate community of adventurous spirits - and equity crowdfunding allows that community to own and share in its future direction and success. I look forward to welcoming you as an owner, investor and part of the Nevermind family. Matt Natonewski, Geelong, Australia August 2018

Company Name Nevermind Group Limited

ACN 600 470 282

Offer Type Crowd-sourced funding

Offer Date 8th November 2018

Offer Details Offer of fully-paid ordinary shares in Nevermind Group Limited at $0.20 per share to raise a maximum of $750,000.

Registered office and contact details

49 Pakington St, Geelong West, Victoria 3218

Principal place of business 49 Pakington Street, Geelong West, Victoria 3218

Related Companies None

Founders Matt Natonewski & Anna Natonewski

2.2 Company Details This offer of shares is made by Nevermind Group Limited ACN 600 470 282. The company was incorporated as proprietary limited company limited by shares on 1 July 2014, and converted to a public company on 31st August 2018. The company’s business was previously owned by Abbey Road Family Trust ABN 58 986 884 117. All intellectual property, assets and liabilities relating to the company’s business were transferred to Nevermind Group Limited on 30 September 2018

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2.3 Description of the business 2.3.1 Who are we?

Nevermind is so much more than a business - Nevermind is a movement, a community, family and a cult brand. Based on intimate relationships and representing authenticity, fun, freedom and simplicity in a world of ever increasing complexity. Nevermind has taken thousands of people on amazing life changing experiences and built a huge global community by doing so. We are not just a tour company, we offer a wide range of motorcycles, apparel and leather goods. Our strategy is simple - strive to always over-deliver, invest in our products, services and people. Ride a motorcycle to the world's highest road, experience the party and colour of Rajasthan's Holifest, explore the wilderness and gourmet foods of Tasmania, sail Halong bay Vietnam, discover the secrets of the Great Ocean Rd or purchase a modern classic Royal Enfield motorcycle - the world's longest running vehicle manufacturer - and have it maintained by our workshop experts! Trek the Himalayas and Nepal, visit lost civilisations, purchase your vintage and retro handmade leather jacket or bag and other cool products and merchandise.

2.3.2 Industry

Motorcycling and Motorcycle tourism as a lifestyle is booming globally with the rising affluence of Asia, and a strong domestic economy. With a proven model, Nevermind is well placed to:

• dominate the motorcycle travel industry globally; and • capitalise on the motorcycle tourism boom of bikers and non-bikers travelling into

and out of Australia.

According to the Victorian government's Motorcycle Tourism Strategy 2013-2016, motorcycling is the fastest growing road sector and has the potential to significantly contribute to the economy currently worth more the 350 million dollars.

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2.3.3 The story so far

2014 Nevermind operating from Fremantle. Offers a range of handcrafted leather products and 4 motorcycle tours to India (Rajasthan and Himalayas).

2015 2 new stores opened in Perth and a fleet of Royal Enfield motorcycles added for day tours of the Perth region. New tours to Nagaland in North East India added as well as the Nevermind Travel Ladies only Holifest non motorcycling tours. 8 international tours operated.

2016 Motorcycle tours added in Nepal and the Great Ocean Rd and new store is opened in Geelong, Victoria. 12 international tours operated.

2017 Nevermind becomes an authorised and licensed Royal Enfield motorcycle dealership and commences motorcycle sales. Fulltime motorcycle workshop is added and sales of motorcycle apparel and accessories. 15 international tours operated and weekly Great Ocean Rd service.

2018 20 international tours operated. A new fleet of motorcycles and support vehicle is based in Launceston, Tasmania and 1 and 3 day weekly tours commence in Tasmania. Motorcycle tours of Vietnam commenced in April 2018

2.3.4 Our plans for the future

Nevermind’s mission is to facilitate genuine and authentic experiences, world class service, quality products, healthy and fun lifestyles, while helping those less fortunate and providing remarkable value for owners, investors and an inspiring workplace for staff.

To achieve our mission, and with the assistance of funds raised through this crowdfunding campaign, we will:

• Develop a global market for the Nevermind suite of products and services and build a trusted and respected brand.

• Bring Nevermind to new destinations and markets domestically and internationally. • Expand existing stores to more suitable locations. • Open store locations based on the Geelong HQ model and continue to develop new

markets in the UK and USA. • Develop Australian products for inbound international travellers. • Develop partnerships with key stakeholders such as motorcycle companies, travel

agencies, airlines, suppliers, government, and airport corporations.

As detailed in the financial statements below, Nevermind achieved a 52% increase in gross sales in FY 2017/18 ($1.77 million). Nevermind’s objective is to grow revenue and improve efficiencies in the overall business, capital raised under this offer enable us to realise these objectives.

2.3.5 Our business model

The Nevermind Group’s business model is to provide memorable, genuine, authentic, and life changing adventures, experiences, services, and unique high quality products. We believe that amazing experiences sell amazing products and amazing products amazing sell experiences.

The Nevermind currently operates with three distinct, but connected business functions:

Travel Business

Nevermind Adventure A motorcycle tour operator with tours operating throughout South Asia, South-East Asia and Australia.

Nevermind Travel A boutique travel and tour company (non motorcycling) specialising in tours for small groups of women.

Retail Business

Nevermind Motorcycles An award winning Royal Enfield dealership with full showroom and service centre at Nevermind headquarters in Geelong, Australia.

Nevermind Leather A retail leather goods business specialising in vintage and retro handcrafted leather products.

Charitable Activities

Tajganj School The Tajganj school, located in Agra, India, provides free education for between 80 and 120 students aged between 3 and 9 years of age.

2.3.6 Travel Business Nevermind’s travel business contributed almost 60% of the Company’s revenue in FY 2017/2018. The travel business is separated into two business units, Nevermind Adventure and Nevermind Travel.

Summary Nevermind Adventure - www.nevermindadventure.com Nevermind Adventure is a motorcycle tour operator with headquarters in Geelong, Australia and tours currently operating in Rajasthan, India, Nepal, Vietnam, the Himalayas, Nagaland, Southern India, Tasmania and the Great Ocean Rd. With the rapid growth of Nevermind Leather in 2013 we found ourselves with a cash flow problem. In order to keep up demand for our leather goods we urgently needed funds to purchase stock and business infrastructure. We were also looking for ways that we could contribute more funds to our school www.tajganjschool.org. In response to the Nevermind Leather story, which we were telling to hundreds of customers every weekend at our Fremantle market stall, many expressed an interest to visit our school and the places that we were making our leather. Being motorcyclists, it seemed only natural to pull together a small motorcycle tour of the north west India region for our customers. This way we were both able to showcase our projects in India to our customers and generate cash we needed to produce more leather products. The motorcycle tour sold out very quickly and was a huge success. We ran another 3 fully-booked tours in the first year alone. This meant a positive cash flow for the business and we were able to open two new stores very shortly after. Nevermind Travel - www.nevermindtravel.com Nevermind Travel is a boutique travel and tour company (non motorcycling) specialising in tours for small groups of women. Currently operating several tours per year to Rajasthan, India, South India and the Himalayas. These ladies’ tours book out every year, sometimes more than a year in advance and the ladies keep coming back for more.

After operating and booking out dozens of motorcycle tours we had many females approaching us complaining that they would love to do a tour with Nevermind however they are not into motorcycles and never will be and their husbands or partners will never travel to India with them. We decided that we could use our already advanced knowledge of the region and a small mini bus as well as local staff to offer a similar experience to these ladies as to what we were offering our biking clients.

Summary continued

A small team of travel agents and admin will be recruited to develop Nevermind Travel into an internal travel agency servicing the internal needs of the business such as flights and accommodation for Nevermind Adventure. NMT will also be able to service our clients travel needs whatever they may be. As our purchasing power and resources grow we can offer value packages such as fly/ride/stay to the international markets coming to Australia. Partnering with our Nevermind Motorcycles business to service the smaller international and domestic airport, similar to what the hire car companies currently do but with our motorcycles.

Industry Nevermind Adventure is a travel industry operator, it operates within the smaller motorcycle adventure travel segment. There is little data available specific to the motorcycle travel industry. However according to the Australian Bureau of Statistics motorcycle tourism contributed $350 million to the Australian economy in 2016. The Victorian government has released a motorcycle tourism strategy in 2016 and says motorcycle tourism the potential to make an important contribution to the Victorian economy, particularly in regional areas. Motorcycle riders are the fastest growing road users.

Whereas the industry has traditionally catered for the more experienced motorcyclist enthusiasts, the Nevermind model has has broadened the market by partnering with Learner approved motorcycle manufacturer Royal Enfield and Stay Upright rider training, making the lifestyle accessible to a broader audience through our unique model and our learner rider programs.

Competitive Landscape

Nevermind has quickly become a major player in the Australian motorcycle tourism market. Similar businesses include French motorcycle tour operator Vintage Rides, Australian tour operator World on Wheels and Compass expeditions.

Cost of tours, time off work, licencing and riding experience are the common barriers to entry. Nevermind offers a range of pricing structures and package options, motorcycle licencing programs and day tours to help people prepare for tours.

Product Offering

Nevermind Adventure currently operates motorcycle tours to the Himalayas (India), Vietnam, Nepal, Southern India, Rajasthan (North West India), Nagaland (North East India), Tasmania, Great Ocean Rd and Peru, Chile, Thailand, Laos, Cambodia and Queensland commencing in April 2019. Nevermind has also just released a 7 day Great Southern Land Australian motorcycle tour specifically for the US, UK and European market as well as developing an Australian motorcycle option for the Asian market. Nevermind specialises in offering “off the beaten track” localised experienced rather than multiple country expedition type travel.

Product Offering continued

We identify an interesting not so well trevelled region such as Rajasthan (just 1 of the 32 states of India) and take 10 to 15 days to explore it well. This really separates Nevermind from just about every other motorcycle tour company and means our customers develop a very long lasting, unique and deep relationship with the region they are visiting. All Nevermind tours are priced in Australian dollars and are all inclusive. International flights, medical cover, mechanical support, current model Royal Enfield motorcycle, fuel, guides, domestic flights, airport pick ups are all arranged. We offer a face to face booking service through our shop fronts and also conduct complimentary preparation rides prior to the tours. All tour leaders are Australian and have completed the Nevermind tour leader training program which includes a three day motorcycle first aid program as well as the opportunity to operate a mock Himalayan tour with the instruction and guidance of experienced tour leaders - this is a bootcamp for motorcycle tour leaders and covers everything from psychology to motorcycle mechanics. Those that pass the course are then eligible to operate Nevermind motorcycle tours.

Business Performance

2014 Individual International Tour bookings - 42 persons 2015 Individual international tour bookings - 96 2016 Individual International tour bookings - 149 2017 Individual International Tour Bookings - 224 2018 Individual international Tour bookings (projected) - 325 2018 has seen the successful launch of a new domestic tours in Tasmania and new tours in Northern Vietnam. Queensland and South Australia are in the research phase with some specialist rider training programs in development. Nevermind Travel also released a ladies only non motorcycling Himalayan tour for 2019 with a great response so far.

Threats The significant threat to the Nevermind Adventure business is litigation

in the event of a fatality, security incident or major accident. In order to mitigate this we have an extensive 8 step process which includes the following:

• waiver and disclaimer clearly explaining risks and threats

• a partnership with emergency response experts Global Rescue covering medical evacuation with doctors and surgeons on standby 24 hours a day

• Extensive local network of medical facilities and local contacts in each community we operate or travel through.

• Extensive motorcycle first aid tour leading training program • Fully stocked first aid supplies (through partner supplier rescue

Swag) and a support vehicle. Altitude medications and oxygen supplies for high altitude rides.

Threats continued

• Comprehensive and complementary preparation and training ride on the Great Ocean Road prior to any overseas tour.

• Well maintained and modern fleet of vehicle with no vehicle greater than 3 years old.

• Routes and itineraries are designed and tested to entail regular rest breaks and a sensible mix of full day, half days and rest days manage fatigue. We also offer back up riders in the event that a rider shows fatigue or cannot ride. There is an option to travel in the support vehicle.

Opportunities

The Asian markets, and particularly India, presents a major opportunity. With the growth in numbers of the upper middle class and the growth of Indians touring domestically. We have seen that the Asian domestic travellers are now starting to look toward international destinations like Australia.

Key Relationships and Assets

We have numerous agents, motorcycle suppliers, hotel and guesthouse partners and support providers across the regions we operate. Generally, Nevermind brokers and manages these relationships internally however with the growth into new regions there is also the potential to outsource some of this work to other local organisations.

Key assets include approximately 20 Royal Enfield tour motorcycles in Geelong and Tasmania, and 4 support vehicles (Vans and cars). We also have a mobile workshop and 400 square metre showroom in Geelong (leased). Other key assets include our social media accounts, website and vast image and video content library from the tours that we run.

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2.3.7 Retail Business

Nevermind’s retail business represented just over 40% of the Company’s revenue in FY 2017/2018. The retail business is separated into two business units, Nevermind Motorcycles and Nevermind Leather.

Summary Nevermind Motorcycles Nevermind Motorcycles is an award winning Royal Enfield dealership with full showroom and service centre at Nevermind headquarters in Geelong, Australia. Only 1 year into operations Nevermind Motorcycles has become the go to people for all things Royal Enfield in Australia and is quickly disrupting and challenging the way the antiquated motorcycle industry does business.

Noticing that dozens of customers were returning from our international motorcycle tours and purchasing Royal Enfields it seemed an obvious progression to become a motorcycle dealer ourselves. This also meant we would have access to wholesale motorcycles for our Australian tour fleets and could resell our ex tour fleet vehicles as well as provide a full mechanical support and backup service to our own fleet and that of our existing customers.

Nevermind Leather - www.nevermindleather.com Nevermind Leather is a retail leather business specialising in vintage and retro handcrafted products. Based from the Nevermind headquarters in Geelong and a smaller satellite location in Fremantle, Western Australia with some products also available online. Current products include luggage, mens satchels, ladies handbags, wallets, Jackets, gloves and backpacks.

Nevermind leather was the business that kicked it all off, with a few used handcrafted leather satchels sold on ebay back in 2013. This soon evolved into three Perth Locations, and then Geelong. With the push to the east coast in 2016 it was decided to consolidate the stores into the Geelong and Fremantle locations only and focus on the travel and setting up the motorcycle business in Geelong.

Industry Despite a general decline in motorcycle sales across Australia, Nevermind has had a solid first year with over 85 motorcycle sales. This is a terrific and surprising result given the market conditions and being a Royal Enfield exclusive dealer. the key to this has been building our own community and promoting the lifestyle of motorcycling through our travel business, learner programs, high quality content and friendly non intimidating service. Bricks and mortar retail businesses across the world are experiencing challenges due to the massive popularity of online shopping. Ebay, Amazon and dropshipping are extremely difficult to compete. At Nevermind Leather we are tackling this trend by stocking a range of unique designs and high quality products with a story, having a diverse business model, engaging a loyal community of followers and supporters from our other businesses and always offering an amazing and unforgettable experience with every visit. The experience is something that can never be replicated online and will always appeal to a proportion of the population. The number one priority post funding is to grow our team with more of the very best and passionate people. We are investing heavily in online sales however this will be done in a very different way to other online retailers. The focus will be on offering a one stop shop for all of our products and services - one website to rule them all. A place where you can visit to get travel information, book a motorcycle tour to anywhere in the world, purchase the gear you need to take with you, rent or purchase a motorcycle to practise on or even purchase shares in the company itself.

Product Offering

The retail - non travel - arm of Nevermind is Nevermind Leather and Nevermind Motorcycles. Nevermind Leather sells largely handcrafted and ethically produced vintage and retro leather products such as satchels, wallets, handbags, luggage and now a range of boutique motorcycle apparel and leather jackets and boots. We also place our retail merchandise such as Nevermind T Shirts and other items under this banner. Nevermind Motorcycles sell, services, repairs and hires Royal Enfield Motorcycles exclusively. The style is simplistic and relatively low cost but with a heritage going back over a century. Our passion and experience with the brand has been developed over the years of using the brand on all of our motorcycle tours and indeed is a key reason to our high growth in this area of the business.

Business Performance

Nevermind Leather operating since early 2013 has stabilised after several years of being the mainstay of the business. With the impressive growth of the travel and motorcycle part of the business resources have been diverted to support these areas resulting a slowing down of the Leather sales. The coming year will see a dedicated retail manager appointed to this business to ensure that growth, in particular online, is once again increased to an equal or even larger contribution to the overall Nevermind business. After it’s first year, management consider that addition of Nevermind Motorcycles retail business has been a success, Over 85 motorcycles have been sold in the first year. With the addition of several new models to our range, and our plans to move to larger premises in Geelong, with management anticipating projected sales of 160 motorbike sales next year. Geelong and neighbouring Wyndham are two of the fastest growth regions and in Australia with solid economic growth meaning Nevermind Motorcycles is well positioned to capitalise upon this.

Threats Nevermind Leather and Nevermind Motorcycles are both capital

intensive businesses and require regular cash/financial injections for stock purchase. At any given time significant working capital can be locked up in stock and showroom motorcycles places pressure on other areas of the business. Over the coming year “floorplan” finance options will become available meaning that, for motorcycles at least, cash will no longer be used to purchase showroom vehicles freeing up significant cash reserves. Other threats to the retail side of the business are manufacturing or product recalls although to date we have experienced no such issues with any of our products.

Opportunities Nevermind Leather has the potential to massively enter the online market once the infrastructure and marketing resources are put in place. Currently investigation small satellite kiosk type Nevermind Leather retail location in Melbourne for roll out 2019. Nevermind Motorcycles is currently servicing Geelong and the Western District as far as Mildura in Victoria’s north west. Opportunities to attend field days and offer demo days in some of the regional centres combined with moving to a larger store in Geelong and holding significantly more showroom stock will see us reach our 160 vehicle sales per year in 2019. Our service centre and workshop is currently underutilised and has the potential to be a major contributor to the business. Nevermind Motorcycles employs 1 full time mechanic. Through investment in marketing and sales and general awareness around our capabilities this part of the business has the potential to be far greater than it currently is. Additionally, with the Great Ocean Rd on our doorstep and an international airport just 20kms away at Avalon the opportunity to add an additional revenue stream through motorcycle hire is not unrealistic. The concept of a subscription based motorcycle service - like a gym membership with a monthly fee is also being investigated. This is where a member could collect a bike anywhere Nevermind has bikes available and join tours with vacancies. The move to a larger and more prominent location in central Geelong is a priority for the entire business over the coming year. The concept store will be a hub for motorcyclist and travellers - somewhere unique, interesting and exciting and a meeting point for our community with areas for socialising, coffee and a place to dream up new adventures.

Key Relationships and Assets

Nevermind Leather - Our various leather and retail manufacturers and suppliers. There are currently over 70 suppliers in our system. Nevermind Motorcycles - Royal Enfield Motorcycles international and the Australian distributors (Urban Moto Imports).

Before founding Nevermind, Matt and Anna were providing financial support for a small primary school in Agra, India. Over time they became curious and decided to visit the school and travel India extensively. This initial visit resulted in many more visits to the school, fundraising events and eventually the Nevermind business model that would provide funding and support for the school into the future.

Currently the school provides free education for between 80 and 120 students aged between 3 and 9 years of age.

Our plan is to fund 100% of the pure operational cost of the school by 2020 meaning that the school will no longer risk not meeting its operational budget at any time and bills, teachers and other essential outgoings will always be covered. Any extra funds contributed can be put toward other projects such as building extensions, extra classrooms and teacher development.

In past years Nevermind has only been able to commit funds irregularly however has recently implemented a $50 per tour booking policy to ensure a more consistent and transparent approach. The school property is owner by a local family however all building works have been funded by the registered charity through a combination of sponsors, fundraising and Nevermind contributions.

Over the past 8 to 10 years the school has consistently maintained student numbers on average of 80 to 100 students with 4 classes. It is anticipated and hoped that the role of the school in the community will be not required as the region increases in affluence however there is little sign of this in the short term.

Nevermind will always seek ways to help others where we can and is always looking for opportunities to leverage our resources for the benefit of all.

Sponsorships

Nevermind is currently a major sponsor of the Victorian 300cc Motorcycle champion Luke Sanders. Luke has now progressed to the 600cc class and placing well in all races. We plan to continue supporting Luke’s development over the coming years and make a wider contribution to the sport of motorcycling in Australia and beyond.

2.4 Investor Benefits – The Rogues

As an investor you will benefit from this business model in a number of ways.

Overall benefits include:

● Having a voice. You will own ordinary shares and have the ability to vote (please see section 3.2 below for a summary of shareholder rights and benefits).

● Future returns on investment through potential dividends paid to shareholders. This is not guaranteed as it depends on the future profitability of the company and the Company deciding to pay a dividend.

● Possible capital growth in the investment over time.

The table below sets out the ‘investor rewards’ based on amount invested.

Reward Tier Description of benefits

($100+)

● Nevermind Rogue annual party in Melbourne ● Nevermind Rogue patch and helmet sticker ● Half price Great Ocean Rd Royal Enfield Extravaganza

valid for anytime in 2018/19/20 subject to availability ● 5% of all products in store and all tours and travel in

2018/19/20

($250+)

● Half price Great Ocean Rd Royal Enfield Extravaganza

valid for anytime in 2019/20 subject to availability

● 10% off selected 2018/2019/20 international tours (Rajasthan/Himalayas) subject to availability

($1000+)

● 1 free Great Ocean Rd Royal Enfield Extravaganza valid

for anytime in 2018/2019/2020 subject to availability ● 1 half price Tasmania 3 Day Royal Enfield Motorcycle

tour in 2018/19/20 ● 10% off selected 2018/2019/2020 international tours

(Rajasthan/Himalayas) subject to availability ● 10% off all Nevermind Travel (non motorcycling tours and

travel in 2018/2019/2020)

($5,000+)

● 2 free Great Ocean Rd Royal Enfield Extravaganza

valid for anytime in 2018/2019 subject to availability ● 1 half price Tasmania 3 Day Royal Enfield Motorcycle

tour in 2018/19/2020 ● 10% off all Nevermind Travel (non motorcycling tours

and travel in 2018/2019/2020) ● 10% off selected 2018/2019/2020 international tours

(Rajasthan/Himalayas) subject to availability ● 4 days Royal Enfield Hire from any of our Australian

fleet in Tasmania, Geelong, Brisbane valid end of 2019/2020 and subject to availability.

● Priority invite to tour leader training program scheduled for 1st quarter 2019/2020.

● Priority invite to exclusive Rogues only tour in 2019/2020 New tour destinations

($10,000+)

● 4 free Great Ocean Rd Royal Enfield Extravaganza

valid for anytime in 2018/2019/2020 subject to availability

● 1 Free 3 day Tasmania Royal Enfield Tour 2019 ● 15% off selected 2018/2019/2020 international tours

(Rajasthan/Himalayas) subject to availability ● 8 days Royal Enfield Hire from any of our Australian

fleet in Tasmania, Geelong, Brisbane valid end of 2020 and subject to availability.

● 20% off selected Nevermind Travel (non motorcycling tours and travel in 2018/2019/2020)

● Priority invite to tour leader training program scheduled for 1st quarter 2019/20.

● Priority invite to exclusive Rogues only tour in 2019/2020 - New tour destinations

● Exclusive invite to annual Directors tour

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Advisory Committee

Nevermind recognises the need and benefits to be gained by consulting and advising knowledgeable, experienced and passionate people and the desire for such investors to have a voice and play a role in the future of the business.

To facilitate and capitalise upon the experience of our investors the Nevermind directors will invite investors to become Nevermind Advisory Panel members. This group will meet a minimum of twice a year and will be consulted on all significant opportunities and threats to the business. Business performance will be reported and an action plan agreed to as well as any updates to the business plan. This committee will be consulted with regards to potential new tours, new locations, products, resources or significant investments. The intention of the group is to provide an advisory role to the Nevermind directors and senior managers whilst providing investors a “voice” within the business.

2.5 Directors and senior managers

2.5.1 Our directors and management

DIRECTORS AND SENIOR MANAGERS

Matt Natonewski – Founder / Director / CEO

Matt is the creator of the unique and captivating Nevermind empire. Using minimalist marketing and social media and relying predominantly on word of mouth, Matt has organically developed this truly unique model and taken the business from a small trestle table at the Fremantle Market in six short years ago, selling a few leather man-bags, to creating a multi-million dollar retail and international travel company. In 2013, Matt was looking for ways to continue to fund his primary school in India and keep a roof over his family’s head when he found himself out of paid employment. He started retailing leather man-bags 12 hours a day at one of Australia's busiest markets and then started taking friends and customers on motorcycle tours to India as a new way to find reliable leather manufacturers. These days in the trenches taught Matt invaluable lessons about sales, marketing, and business (and life). Matt holds a degree in science from Deakin University and prior to Nevermind he was a technical advisor for environmental impacts to some of the worlds largest organisations such as BHP Billiton, Chevron, Woodside, Leighton Contractors and the West Australian and Victorian government. Matt's goal in life is to be the very best he can at everything he loves - as a business owner, as a husband, a father, a musician, a writer, a linguist, a geographer, athlete, philanthropist and philosopher and to help many others along the way to do the same.

Anna Natonewski – Founder / Director / General Manager

Anna has quickly become the integral voice of reason within the management team. After noticing the numbers of females and non-bikers interested in the Nevermind Adventure motorcycle tours Anna decided to design a special product for the ladies - Anna became the driving force and specialist behind www.nevermindtravel.com - Nevermind's non-biking and ladies only tours. Prior to Nevermind Anna has 10 year’s experience providing book keeping and admin services to small to medium business across Australia. Anna is a mother of 2 has a passion for travel, singing and was a brown belt in Kyokushin Karate.

Dean Lupton - Director/ Business Advisor

Dean provides strategic advice to the business and is a passionate business professional with proven ability to build successful teams and strong customer/stakeholder relationships. Demonstrated success in leading cross-functional teams to deliver quality solutions to customers of the highest quality in a timely and efficient manner. Extensive experience within product and service based industries, encompassing areas ranging from sales development, IT service delivery, e-commerce marketing and development, customer service, product design and delivery, project management, vendor management and business consulting. Key strength centered on a strong understanding how technology adds significant value to an organisations operation and underlying profitability.

TEAM MEMBERS

Bryan Fitzgerald - Workshop Manager

Bryan is responsible for all things mechanical and manages our Nevermind Motorcycles workshop in Geelong. Prior to this Bryan worked for the Yamaha race team and pit crew and has been mentored by some of Australia's finest motorcycle mechanics and mechanical engineers.

Bob Sanders - Senior Tour Leader/Business and Technical Advisor

Bob has operated dozens of successful motorcycle adventures with Nevermind in Rajasthan, Himalayas, Nepal, Tasmania and along the Great Ocean Rd and now teaching and training new tour leaders. With 25 year’s experience operating one of Australia's most respected electrical firms, Bob is an invaluable source of information and advice on all things business.

Craig Bean – Motorcycle Tour Leader/WA Sales

Craig has been a Senior Motorcycle Tour Leader with Nevermind for about 5 years. Having completed dozens of tours Craig is always on hand to assist our WA clients with any questions or concerns they may have.

Emma Plunkett – Sales and Graphic Designer

Emma is the sales guru and graphic designer at Nevermind Geelong. Emma is also a talented musician and our most highly creative member of the team.

Mark Perrin - Himalayan Tour Leader/Business and Technical Advisor

Mark started life with Nevermind as a client on our Himalayan Rumble 3 years ago and had such an amazing experience he decided to become part of the team. Mark is now a specialist motorcycle tour leader for the Himalayas and Rajasthan and provides advice on both business issues, systems and IT as required. Mark has been operating his own successful IT firm for over 18 years with 7 staff working across 3 states. Marks IT company specialises in core IT infrastructure, network design and deployment, and PBX supply and support and works closely with software vendors for specialist applications and relies on his massive network across dozens of industries. In Marks words "2 years ago I was lucky enough to be exposed to Nevermind Adventure through a motorcycle rally I helped organise. I went on their 18 Day Himalayan Adventure and was immediately hooked. Since then I have done several rides in the capacity as a client and as a Tour Leader. I work with the admin team to streamline procedures as well as the local crew. Each tour I like to present suggestions on how to make things even better”.

Nevermind Group Limited

DIRECTORS Matt Natonewski (Director & CEO)

Anna Natonewski (Director & GM)

Dean Lupton

(Director & Advisor)

Travel Business

Nevermind Adventure Nevermind

Travel

Retail Business

Nevermind Motorcycles Nevermind

Leather

Charitable Operations

Tajganj School

2.5.3 Organisational structure

2.6. Capital structure

2.6.1 Issued capital Immediately after issue, the shares will be fully-paid shares. There will be no liability on the part of the shareholders and the shares will rank equally with the other ordinary shares currently on issue. A summary of the rights attached to ordinary shares in the Company is set out in Section 3.

Table 1: Issued capital of the Company before the Offer Shareholder Share Type Shares Options

Matthew Peter Natonewski

ORD 6,250,000

Nil

Anna Louise Natonewski

ORD 6,250,000

Nil

Total N/A 12,500,000 Nil

Table 2: Issued capital of the Company following the Offer Shares Minimum Subscription Maximum Subscription

Existing Shares 12,500,000 90.09%

12,500,000 76.92%

Offer Shares 1,250,000 9.91%

3,750,000 23.08%

Total shares on issue 13,750,000 100%

16,250,000 100%

2.6.2 Debt funding and other sources of funding The company and its subsidiaries rely on debt financing to fund its operations. The company’s current debt financing arrangements* are summarised in the table below.

Creditor Description Amount owing

St George Finance Motorcycle and Vehicle Loans $61,338

Mitsubishi Motor Vehicle Loans $44,996

Latitude Loans Showroom stock $23,459

Prospa Showroom stock $48,118

Total $177,911

*Debt financing position as at 30 June 2018

2.7 Risks facing the business An investment in Nevermind Group should be seen as high risk and speculative. A description of the main risks that may impact our business is below. Investors should read this section carefully before deciding to apply for shares under the offer, There are also other, more general risks associated with Nevermind (for example, risks relating to general economic conditions or the inability to quickly or easily sell your shares.)

Type of risk Description of risk

Competition The Company operates in a moderately competitive market. Despite this, the Company has achieved good financial results over several years, with consistent growth. If the competitive landscape were to change with the introduction of one or several participants, this could affect the Company’s revenue and future prospects.

Loss of key personnel

As an early stage business, the business is susceptible to the untimely loss of the key founders as they are considered critical to the continued success of the Company.

Cash flow The Company needs working capital to achieve its objectives. There is no guarantee that funding will be available on favourable terms or that the Company will receive any level of funding at all.

Quality and reputation

If the Company does not maintain consistent levels of quality and service in its offering, the Nevermind brand and the Company’s reputation could be damaged. In an increasingly connected world, damage to a company’s brand and reputation can be catastrophic. Nevermind is acutely aware of this risk and is vigilant to ensure that it maintains a consistently high level of product quality and customer service.

Operational Risk Given the global nature of the Nevermind Travel business, the business is susceptible to a range of external risks to its travel business operations. These include acts of terrorism, civil unrest, natural disasters, economic and political risks in the locations Nevermind tours. Nevermind’s customers and staff are also subject to the risk of injury or death while on Nevermind tours. Nevermind manages these risks by operating tours in diverse locations internationally and domestically, and having a comprehensive risk management plan in place for the operation of safe and enjoyable tours (discussed above).

2.8 Financial information The company’s business was previously owned by Abbey Road Family Trust ABN 58 986 884 117. All intellectual property, assets and liabilities relating to the company’s business were transferred to Nevermind Group Limited on 30 September 2018.

Please note all historical data and financials referred to in this offer document prior to 30 September 2018 relate to Abbey Road Family Trust ABN 58 986 884 117. 2.8.1 Balance Sheet Below is the balance sheet of the Company as at 30 September 2018, which is an extract from the financial statements of the Company for the quarter ended 30 September 2018. The full financial statements are included as an appendix to this offer document and are available on the Intermediary’s platform.

2.8.2 2017/18 Financial Statements Below are the financial statements of Abbey Road Family Trust (ABN 58 986 884 117) for the year ending 30 June 2018, which have been prepared in accordance with the Accounting Standards. The full financial statements are included as an appendix to this offer document and are available on the Intermediary’s platform.

3 Information about the Offer

3.1 Terms of the Offer Nevermind Group is offering up to 3,750,000 shares at an issue price of $0.20 per share to raise up to $750,000.

The key terms and conditions of the crowd-sourced funding offer are set out in Table below. To participate in the Offer, investors must submit a completed application form together with the application money via the Intermediary’s platform. The Intermediary’s website provides instructions on how to apply for shares under the Offer. www.birchal.com

The Intermediary must close the Offer early in certain circumstances. For example, if the Maximum Subscription is reached, the Offer must be closed. If the Minimum Subscription is not reached or the Offer is closed but not completed, you will be refunded your application money.

Table 4: Terms

Term Details

Shares Fully-paid ordinary shares

Price $0.20 per share

Minimum Subscription $250,000

Maximum Subscription $750,000

Opening date 8 November 2018

Open period 40 Days, unless closes earlier by the intermediary

A description of the rights associated with the shares is set out in Section 3.2 below.

Investors may withdraw their application during the Cooling-off Period. Further information on investor cooling-off rights can be found in Section 4 of this CSF offer document.

3.2 Rights associated with the shares Immediately after issue, the shares will be fully-paid shares. There will be no liability on the part of shareholders and the shares will rank equally with the shares currently on issue.

The main rights attached to shares are summarised below.

The main rights attached to ordinary shares are:

● to receive notice of and to attend any general meeting of the Company; ● to vote at any general meeting of the Company on the basis of one vote for each

share held in the Company; ● to receive dividends (if they are paid); and ● to participate equally in the distribution of the capital and surplus assets of the

Company (being any assets left over after all debts have been paid) in a winding up or reduction of capital of the Company.

3.3 Use of funds The table below sets out the intended use of funds raised under this Offer based on the minimum and maximum subscription amounts.

Intended use Minimum Subscription Maximum Subscription

Development of website, online and social media marketing campaigns

$10,000 $60,000

Larger concept store Geelong - stock and fit out only - Adventure hub

$25,000 $150,000

Human Resources - Business Manager, Travel Agent, Retail manager

$20,000 $100,000

Vehicles - Showroom $40,000 $100,000

New tours development $10,000 $35,000

Vehicles – rental and tours $20,000 $100,000

School operations $10,000 $10,000

Sponsorships $5000 $5000

Research and Development. Inbound tours, travel packages and rental market

$10,000 $40,000

Working capital and fundraise admin costs $100,000 $150,000

Total $250,000 $750,000

The Offer is not underwritten and there is no guarantee that these funds will be raised. The cost of the Offer includes the Intermediary's fees under the hosting agreement between the Company and the Intermediary. These fees are: 6% of all funds raised by the Issuer through Birchal Financial Services Pty Ltd (Intermediary). Other than as specified above, no other payments from the funds raised will be paid (directly or indirectly) to related parties, controlling shareholders, or any other persons involved in promoting or marketing the Offer.

3.4 What can I do with my shares?

Shares in the Company are considered illiquid as they cannot easily be transferred or sold. However, there are numerous possible circumstances that may create an opportunity for shareholders to exit the business. These include, but are not limited to:

• A trade purchase of the Company • A listing on a recognised stock exchange (eg the ASX) • A private equity investment in the Company

There is no guarantee that any of the exit options will eventuate.

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Section 4: Information about investor rights

4.1 Cooling-off rights You have the right to withdraw your application under this Offer and to be repaid your application money. If you wish to withdraw your application for any reason (including if you change your mind about investing in the Company), you must do so within five business days of making your application (the Cooling-off Period).

You must withdraw your application via the Intermediary’s platform as follows: by following the link and instructions on the CSF Offer page on the Intermediary’s platform.

After your withdrawal has been processed, the Intermediary will refund the application money to your nominated account as soon as practicable.

4.2 Effect of the corporate governance concessions

4.2.1 Annual general meetings

The Company is not required to hold an annual general meeting (AGM) for up to five years from its registration/conversion to a public company – being 31 August 2018.

This means that shareholders will not be provided with an opportunity to directly question the directors and management in an open forum about the management, business operations, financial position or performance of the Company, as this would usually take place at the AGM.

However, the directors of the Company may still be required to hold a general meeting in other circumstances, for example, where requested to by shareholders with at least 5% of the votes that may be cast at a general meeting.

If shareholders have any queries or concerns about the Company, they should contact the company secretary directly. Email admin@nevermindgroup.com.au

4.2.1 Annual report

The Company is required to prepare annual financial reports and directors’ reports at the end of each financial year and lodge these with ASIC (within four months of the financial year end). The Company has a 30 June year end and its financial reports must be lodged by 31 October each year.

Provided the Company continues to meet the eligibility requirements under the CSF regime, the Company is not required to have its financial reports audited for up to five years from its conversion to a public company – being 21 June 2018.

This means that the Company’s financial reports will not be subject to auditor oversight and, therefore, there will be no independent assurance of the Company’s financial statements.

.

However, the directors of the Company are still required to make a declaration that the financial statements give a true and fair view of the Company’s financial position and performance and that the financial statements comply with the accounting standards.

4.2.3 Distribution of annual report Provided the Company continues to meet the eligibility requirements under the CSF regime, the Company is not required to notify shareholders in writing of the options to receive or access the annual report.

Shareholders will not be able to elect to receive a copy of the annual report by way of email or post. However, shareholders can access the annual report on the Company’s website at the following address - www.nevermindadventure.com.au, or from ASIC, free of charge.

4.3 Communication facility for the Offer You can ask questions about the Offer on the communication facility available on the Intermediary’s platform. You can also use the communication facility to communicate with other investors, with the Company and with the Intermediary about this Offer.

You will be able to post comments and questions about the Offer and see the posts of other investors on the communication facility. The Company and/or the Intermediary will also be able to respond to questions and comments posted by investors.

Officers, employees or agents of the Company, and related parties or associates of the Company or the Intermediary, may participate in the facility and must clearly disclose their relationship to the Company and/or Intermediary when making posts on the facility.

Any comments made in good faith on the communication facility are not subject to the advertising restrictions in the Corporations Act.

GLOSSARY

Company or Nevermind means Nevermind Group Limited Limited ACN 600 470 282

Cooling-off Period means the period ending five business days after an application is made under this Offer, during which an investor has a right to withdraw their application and be repaid their application money

CSF means crowd-sourced funding under Part 6D.3A of the Corporations Act

Intermediary means Birchal Financial Services Pty Ltd AFSL 502618

Maximum Subscription means the amount specified in this CSF offer document as the maximum amount sought to be raised by the Offer

Minimum Subscription means the amount specified in this CSF offer document as the minimum amount sought to be raised by the Offer

Offer means an offer of fully-paid ordinary shares by the Company under this CSF offer document

Wholesale Investor means an investor who satisfies the definition of a ‘wholesale client’ under Chapter 7 of the Corporations Act 2001 (Cth).