Ann: Execution of Binding Term Sheet, page-5

27 November 2017
BINDING TERM SHEET SIGNED FOR INVESTMENT & DEVELOPMENT OF DIGITAL CURRENCY EXCHANGE
First Growth Funds Limited (“FGF” or “the Company”) is pleased to advise that it has entered a termsheet for an investment in an entity focused on the design, development and implementation of a new digital currency exchange and associated technology.
FGF and Heuresy LLC (including its affiliate Heuresy Labs LLC) (together, “Heuresy”) entered a binding term sheet on 22 November 2017 details of which are set out below (the “Term Sheet”). The parties intend to negotiate in good faith and enter further definitive documents setting out all necessary terms and conditions of the transaction, however, the Term Sheet remains legally binding on the parties until such time as it is replaced with further definitive documents. FGF will make a further announcement regarding the transaction to the market once further definitive documents have been entered.
For completeness, FGF notes the following:  an investment of this type, in a digital currency exchange, is highly speculative nature;  while the Term Sheet is binding, negotiations for the further definitive documents are still ongoing;  the proposed investment has a number of risk factors due to the emergent nature of digital currency exchanges, including: o the emerging regulatory risks involved with such an investment; and o the changing regulatory environment in which the proposed investment operates;  digital currency exchanges and the related topics of crypto-currencies and initial coin offerings (“ICOs”) raise legal, regulatory and public policy issues. A number of international regulators have issued guidance on the application of their securities and financial services laws on ICOs, and the regulatory status of ICOs in a number of overseas jurisdictions is subject to considerable uncertainty and rapid change. For example: o ICOs have recently been ruled to be securities under US law and therefore are only able to be offered in the US in compliance with their securities laws; o ICOs have been banned altogether in China and South Korea; o in Australia, Japan, Canada and elsewhere changes are being made to regulate crypto-currencies under anti-money laundering legislation and this could materially affect their value over time

Term Sheet Summary
The Term Sheet provides as follows:
Parties FGF, ICO-AN Pty Ltd (a wholly owned subsidiary of FGF) and Heuresy Effective Date 22 November 2017 Formation Two new limited liability companies are to be incorporated under the laws of St Kitts and Nevis each being owned 50% by ICO-AN Pty Ltd and 50% by Heuresy. Both entities will be structured to ensure compliance with all applicable legal and regulatory requirements including compliance with all regulatory and exchange requirements relating to FGF.

Wow,
Investment and Development of a Digital Currency Exchange.
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