Levels Group Limited Disclaimer & Confidentiality

This memorandum has been prepared on a confidential basis solely for the benefit of a limited number of selected investors in connection with the private placement of shares. This memorandum is not to be reproduced or redistributed. Delivery of this memorandum or any other documents or information furnished to a potential investor or to anyone other than the recipient, or his/her investment advisor, is unauthorised and any reproduction or disclosure, in whole or in part without the prior written consent of the Company is prohibited. No person is authorised to give any information or to make any representation with respect to the Company or this Offering except such information as is contained in this memorandum. Only information or representations contained herein may be relied upon as having been authorised.

This memorandum is intended to provide prospective investors with information necessary for an informed investment decision. However, nothing contained herein is intended as legal, accounting or investment advice, and it should not be taken as such. A prospective investor should consult his/her own legal counsel and / or financial advisor with respect to his/her investment in the Company. An investor must rely on his own examinations of the Company and the items of this Offering, including the merits and risks involved. An investor should be willing and have the financial capacity to purchase a high-risk investment, which cannot be easily liquidated.

No representation or warranty, express or implied, is made as to the accuracy or completeness of the information contained in this memorandum, and nothing contained herein is, or should be relied upon as, a promise or representation, whether as to the past or the future. Copies of other pertinent documents will be made available to qualified prospective investors upon request. This memorandum contains forward-looking statements, and the Company may make additional written or oral forward-looking statements from time to time. Such forward looking statements may include projections of revenues, income or loss, capital expenditure, business relationships, financings, proposed financings by third parties, product development, plans for future operations as well as assumptions related to the foregoing. Forward looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements.