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Niniejsza strona internetowa należy do spółki Wolf and Oak Distillery S.A. z siedzibą w Gdańsku, która prowadzi przy jej wykorzystaniu ofertę publiczną oraz akcję promocyjną oferty publicznej
This material is for promotional purposes only. This public offering does not require prospectus.
  • 1,244,565 PLN raised capital
  • 30 days remaining time
  • 420 investors
  • 4,199,985 PLN share issue objective
  • 23.729 % equity on offer
  • 135 PLN stock price
  • 31,111 no. of stocks
  • 25.03.2020 end date
  • 149,985 PLN minimum threshold

Have you ever thought of becoming the owner of a whiskey distillery? Alembics in the ground floor distilling new-make, gin and rum barrels in the basement are full of aging rye whiskey, and the auditorium above the production floor is filled with attendees of conferences and master class students, where they discover the tastes of spirits aged in casks previously used for storing Polish wines.

We believe that dreams are made to be fulfilled, so we found and bought a 14th-century distillery building, which we are bringing back to life. Our first batch of “smoked honey-based plum” sold out in six days. So far we have sold several thousand bottles. Our products can be found mostly in specialized stores. Recently we have made them available through the Auchan network.

We are looking for partners, fans of craft spirits like ourselves, who want to fulfill their dreams of a Polish brand of craft alcoholic beverages, conquering the market!

EXPERIENCE
AND
KNOWLEDGE

A new brand, made by professionals

We operate Wolf Distillery in the world of manufacturing high-quality spirits as a pet project since 2011, since 2018 we have rebranded as Wolf & Oak Distillery. The creation of our new brand and logotype is a symbolic event that strikes a line between the time when the distillery was a hobby and fully professional alcoholic beverage manufacturing. Since 2018 we operate under Wolf Distillery sp. z o.o. (ltd.). In December 2019 we have incorporated Wolf and Oak Distillery Spółka Akcyjna (plc.) - the offering party in this public offering campaign and Issuer of the offered shares. Once the offering is completed - within 30 days - Wolf Distillery sp. z o.o. and the Issuer of shares will merge, which will result in all the assets of Wolf Distillery sp. z o.o. being transferred to the Issuer.

A distillery in Stanica, Lower Silesia

The Wolf & Oak Distillery brand draws from the many years of our experience. And the heart of it all is the distillery located in Stanica in Lower Silesia, which is to produce 800 barrels of high-quality spirits each year using three pot-still devices and a plate rectifying column, designed and manufactured in Poland.

Quality and taste

We specialize in manufacturing rye whiskey, gin-based on fragrant hops, grain and fruit-based spirits, as well as sugar cane molasses-based rum well welcomed by customers, our spirits sell quickly and gather good reviews for their quality and taste.

STANICA BY WROCŁAW

There are two Stanica towns to be found on the map of Poland. The one which is close to our hearts is in the Lower Silesian Voivodeship, about 60km south-east of Wrocław. This is where the 14th-century court which will eventually become the headquarters of the company, is located. The building which surely has a great history, but unfortunately it is little known. Most probably it was raised as a distillery, but for many years it was home to a brewery, and after the war, it was converted into a vegetable and grain storage facility.

We are now working to bring it back to its past grandness. We have put in a lot of hard work into keeping the original structure and look while adapting it to the requirements of a production facility, a restaurant, and a guest house..


Second floor

The most important level is composed of rooms that will accommodate 40 visitors. But that’s not all. Above the Master Class auditorium, we plan to build two classrooms, which we will use ourselves but also rent to be used for events. With this broad offering, we are certain that Stanica will not only become a place where we make great spirits but also a place frequently visited by tourists, bartenders, and entrepreneurs.

First floor

Following the main entrance to the distillery, we come across reception and a staircase leading to the first floor. That’s where we find guest rooms, a Master Class and a tasting auditorium - with glass floor over the production floor and another first-floor terrace to the east. There is a total of 16 guest rooms. The number is not accidental. We want each of these rooms to represent a different part of our country, and instead of numbers, they are named after capitals of voivodeships. We believe that it will attract international visitors.

Ground floor

This is the heart of our distillery, where we will manufacture single rye whisky (from 100% Polish rye), gin, rum and grain, and fruit spirits. This level will also include a restaurant for over 80 diners along with an industrial terrace with the view of the Krynka river and another one to the west, where we plan to organize live concerts.

Basement -1

Basements include nearly 700 sq. meters of space. That’s where we will store our first barrels, and a manual bottling line, a place to brand and paste tax markings on bottles. We’ve hacked off most of the old plastering and we want to keep this level as raw as possible to create ideal conditions for extensive aging of spirits.

THE TEAM

Michał Płucisz

Founder and Chairman

Enthusiast of craft beverages, Master Class lecturer during whisky festivals, exhibitor and participant of whisky fairs all over Poland. At Wolf & Oak, he is responsible for whiskey and gin recipes. Throughout recent years he has been building a network of relations with potential partners and most renowned representatives of the spirit world. A chief executive managing the company as its majority shareholder.

Grzegorz Szymczyk

Partner and business expert

A member of management boards of different industrial and advertising companies throughout many years, a chairman of the board of Ferrum S.A. listed on the Warsaw Stock Exchange, alumnus of Warsaw School of Economics - Department of International Trade.

Jacek Basiukiewicz

Partner

Responsible for investment, logistics, and accounting. He holds many years of experience in the scope of managing books for Polish and international entities. He specializes in business consulting and international tax planning. Founder of JB Solutions Sp. z o.o. (ltd.).

Tomasz Kapela

Partner

Responsible for the technical and engineering part of the project. A qualified molecular and industrial biotechnology engineer, an alumnus of the Łódź University of Technology, participant of numerous courses, university and research institute projects worldwide. In 2007 he founded BIOTECHNIKA, which is currently the leader of the industrial biotechnology market in Poland.

Jarosław Lech

Friend of the company

Responsible for building and maintaining relations with new customers. He provides support and an invaluable source of knowledge in the scope of the current and future activities of the organization which he passes to the clients. For many years employed by numerous financial institutions (including the Royal Bank of Scotland, Bank BGŻ and Nest Bank) working on their cost optimization and financing of operations. Privately a connoisseur and enthusiast of craft spirits.

ACHIEVEMENTS

  • 2011

    2011

    OUR FIRST BRANDY

    We create our first grape Brandy with buckwheat honey.

  • 2016

    2016

    DECISION TO BUILD

    We decide to construct our own distillery and begin the “Wolf Distillery” project.

  • April 2017

    April 2017

    PREMIERE

    Premiere of Okowita Żytnia, our rye spirit - at the time named the “White Wolf”.

  • October 2017

    October 2017

    AUCTIONS

    “Smoky Whiskey no. 1” in a 30-liter cask is auctioned off for PLN 11,000.
    A collection of 17 bottles is sold for PLN 10,000.

  • September 2018

    September 2018

    BRAND AND TRADEMARK

    The “Wolf & Oak Distillery” brand and trademark come to life.

  • October 2018

    October 2018

    PURCHASE OF THE DISTILLERY

    We buy the 14th-century distillery building in Stanica, Lower Silesia.

  • January 2019

    January 2019

    BLACK WATER BARRELS

    Delivery of 210 barrels, new American oak, 200-liter: Black Water Barrels.

  • August 2019

    August 2019

    CONSTRUCTION PERMIT

    The distillery obtains a construction permit and permission to change the purpose of the building.

  • October 2019

    October 2019

    DISTRIBUTION

    Our spirits are delivered to 60 stores of the Auchan network in Poland.

SELECTED AWARDS AND DISTINCTIONS

What an eight thousand meters high mountain is to a professional climber, we the craft alcohol makers call the “Warsaw Spirits Competition”. The event provides the opportunity to taste and discuss new recipes. It is simply a celebration of the industry, which uses the day to boast its newest creations.

For the past 3 years Wolf & Oak Distillery left each of these meetings with a medal, and each consecutive year we won more of them.

WSC 2017

Alcoholic debut of the year for
Whiskey Smoky no.1

WSC 2018

“Double Gold Medal” for Wolf Gin

WSC 2018

“Double Gold Medal” for Wolf rye

WSC 2019

“Gold Medal” for White Rum

WSC 2019

“Gold Medal” for Okowita żytnia

WSC 2019

“Double Gold Medal” for Pomarańczówka

WSC 2019

“Alcoholic debut of the year” for
London Dry Gin 47%

THE BUSINESS MODEL

Our business model is based on four pillars:

Production and sales of alcoholic beverages

“Master Class” courses and workshops

Restaurant with a whiskey tasting auditorium

Guesthouse with 16 rooms

PRODUCTION AND SALES OF ALCOHOLIC BEVERAGES

We have permission to manufacture 130 thousand liters of 100% ethyl alcohol 100% per annum, which will allow us to:

  • set
    700 barrels

    of rye whiskey (mostly 200-liters)

    78% of revenue*

  • set
    100 barrels

    of rum, brandy, and other aged spirits

    12% of revenue*

  • bottle up
    to 100 000 0.7 liter bottles

    of non-aged beverages (okowita, gin, rum)

    10% of revenue*

* Revenues from sales of alcohol. This does not include any revenues from the restaurant, the guest house nor any other operations.

EQUIPMENT LEASE AGREEMENT

Currently, the company has signed a lease agreement for distilling equipment. We will begin installing the equipment at the tax warehouse of a friend and manufacturer of Nalewki Kresowe - Stanisław Smarduch in Grodkowo. The warehouse is relatively close to our intended location in Stanica. This will allow us to gain more independence and begin manufacturing of 2 thousand bottles per month to keep building interest in our spirits.

Between January and July 2019 we have used the equipment and facilities of the tax warehouse of Drake Distillery near Poznań. Initiating production on the grounds of the manufacturer of Nalewki Kresowe is a temporary solution and although our equipment is merely a 250-liter alembic, this will allow us to remain on track and conduct tastings of our spirits countrywide.

MANUFACTURING AND SALES OF NON-AGED SPIRITS

Until we bottle our first Single Rye Whiskey in the 4th year of production, we want to focus on manufacturing and selling non-aged spirits. Among those, our flagship products are the Rye Okowita and Gin. We also plan to produce a limited quantity of white rum made of sugar cane molasses and some fruit-based spirits which using fruit which turns out to be the best quality in the given year.

Throughout the first 1-2 years, this will include 30-50 thousand 700ml bottles per year (min. 40% ALC).

In the 4th year of production, we plan to achieve the sales of non-aged alcoholic beverages at the level of 80% (80 thousand of 700ml bottles annually).

In the 4th year of production, we will introduce the first batch of 3-year old Single Rye Whiskey, including 100,000 bottles of 700ml each, at min. 46% of ALC.** This quantity will represent 45% of the stock of spirit enclosed in barrels in year “0”. The remaining barrels will remain in the aging facility with the purpose of obtaining further aged whiskey. The ultimate goal is 18 years.

MANUFACTURING OF SPIRITS FOR EXTERNAL ENTITIES.

We take into consideration the possibility of manufacturing spirits for external entities in the so-called “private label” model - which means that we will produce for other companies. These may include wholesalers which wish to introduce their own brans, a winery, which wants to utilize their grape marc to produce a spirit similar to Grappa, a brewery which has some outdated beer and wants to distill it into the beer-based spirit (piwowica).

It’s difficult to estimate the scale of such business activity today, but we remain open to any ideas.

** Single Rye Whiskey will also be finished in barrels after other beverages, mostly after different wines

THE GUEST HOUSE, TRAINING FACILITY AND RESTAURANT

The location of our distillery near the “385” voivodeship road makes it a natural location for a restaurant, which will sever visitors traveling on the north-south road. A cozy venue with a kitchen serving seasonal dishes, eager to reach for local produce will be supported by a bar with a broad offer of our beverages.

For those who grow tired on a long journey or anyone who wishes to relax we will prepare 16 guest rooms. In total, they will have a capacity of 40 people. Why 16 rooms? Our investors will be the first to learn the story behind this. In addition to the rooms, there will be three terraces with great views and a summer house with a grill by the Krynka river, which flows about the border of the property.

The guest house and restaurant is a perfect venue for hosting company events and training sessions. We also plan to organize workshops and weekend tastings, which will allow us to plan the utilization of the facility.

We have a valuation report which describes in words and numbers the possibilities of this property aside from manufacturing and sales of alcoholic beverages and we will happily make it available to any of the potential investors interested in this information.

MARKET
AND
COMPETITION

THE WHISKEY MARKET AND WOLF & OAK DISTILLERY

What is the condition of the domestic craft whiskey distilleries? We can say it’s terrific. In 2019 it grew by 200%, from 1 to 3 distilleries. That’s why Wolf & Oak Distillery has a chance to obtain a good market position, on a market that keeps growing and which we are already a part of. It’s worth to note that since 2016 we take part in all significant whiskey festivals in Poland (Jastrzębia Góra, Warsaw, Poznań, Kraków, Mikołów), in order to keep researching the tastes of the Polsce and work on our brand awareness.

On November 9, 2019, we initiated and co-organized the first Craft Alcohol Festival in Poland. We want to be the catalyst for good relationships between craftsmen, who should keep together.

We only compete with mass manufacturers, not with our brother craftsmen!!!

2,6B

the amount the Poles spent on whisky in 2018

Looking at the way the whiskey market in Poland keeps growing, we are currently in the best time to start. In 2018 alone Poles spent PLN 2.5 billion on whiskey. The premium category (i.e. whiskeys sold for over PLN 80 per bottle) grows the quickest, at the rate of 30%.

Source: RP.pl - We dring more and more premium spirits

36,6B

the amount Poles spent on alcohol by the end of September 2019

That’s impressive, isn’t it? And market experts indicate that that’s not our last word. Analyses of the Polish market state that whisky’s market share will grow up to 14% by 2022 at the expense of vodka, which will fall to 75%. In terms of number, it will increase to 4.5M crates. Gathering all this data together we come to two major conclusions: we dring more and more other alcoholic beverages than beer and vodka, and we also reach for more expensive spirits more often.

Source: PortalSpożywczy.pl - The whisky market grows and it will keep growing.

LUXURY ALCOHOL CONSUMPTION IN POLAND

  • In the alcohol manufacturing industry, the domestic market is making up the distance to international trends.

    Less than one in ten złotys is spent on premium and deluxe class products, where the share of premium category amounts to 6% compared to 12% in Europe, and 1.3% against 6% in the luxury category.
  • Poland’s wealthy consumer drinks less alcohol.

    They buy more luxurious products and are willing to spend more.
  • Premium luxurious alcoholic beverages grow each year by an average of 15% and 13% (against 8% and 14% in Europe).

    Lower categories maintain their levels. Vodkas remain the leading sort of alcohol in Poland with 80% market share and leading local brands.

“Bur slowly other beverages gain more consumers, including global products. We notice a significant increase in the whisky segment, including single malt and blended Scotch, with Johnnie Walker leading the de lux category. Gins, rums, and tequilas also gain ground. We follow the fine drinking trend. Wealthy Poles’ choices are based not only on the elite image and quality. They prefer brands that raise emotions, distinguished by innovativeness, unique characteristics and care for the environment. Following global trends Poles more often visit cocktail bars and the cocktail culture will soon reach more households - in both cases, using high-quality alcohol and ingredients.”

Łukasz Piwowarczyk Head of Reserve Poland DIAGEO (2017 r.)

INVESTMENT GOALS
AND
FUTURE

TWO PILLARS OF OPERATION

Since the beginning of our activity, we want the business to be based on two pillars which will support each other: production and distribution of alcoholic beverages and using the distilery as a restaurant, a training venue and a guest house. We have drawn up a detailed estimate which demonstrates a delivery and spending plan in the near future.

In the case of the equipment, it will all be manufactured up to our own specifications. Delivery may take as long as 6 months and the work will begin as soon as we make payment of 50% of the downpayment. We intend to use the time for refurbishment and adaptation work.

Distillation equipment

Finishing of the renovation

Initiating the distillery

PLN 1 600 000

DISTILLATION EQUIPMENT

  • PLN 650.000

    The necessary technological resources include a steam generator, a mash tun, fermentation tanks, pumps, piping, mechanical draft cooling tower, spirit tanks, spirit safe and others.

  • PLN 230.000

    One alembic "single pot-still" with a capacity of 3.3 cubic meters for the production of gin, rum, brandy (alternatively new-make for whiskey).

  • PLN 490 000

    A pair of alembics with a capacity of 4.5 cubic meters and 3 meters to work as a wash and spirit for the production of new-make whiskey.

  • PLN 230 000

    Installation and starting up of the equipment along with the adaptation of the facilities.

PLN 2 030 000

COMPLETING THE RENOVATION

  • PLN 500 000

    Finishing the renovation of the ground floor, including the restaurant, the kitchen, main entrance, and the social part along with adapting the rooms for production.

  • PLN 300.000

    Reconstruction of the rooms for office use (1st floor) and the terrace to the east. Organization of the temporary parking and green areas around the distillery (mostly in front of the building).

  • 480 000 PLN

    Remont I-piętra. Stworzenie pierwszych 9 z 16 apartamentów dla gości oraz ich urządzenie. Aranżacja sali degustacyjnej nad produkcją.

  • PLN 450.000

    Renovation of the 2nd floor. Creating another 7 apartments for visitors along with decorations. Arranging two conference rooms.

  • PLN 300.000

    Adaptation and completion of the parking lot, construction of the southern terrace (industrial design) and the relaxation zone with the grill by the Krynka river, by the border of the property..

PLN 570 000

STARTING UP THE DISTILLERY

  • PLN 280 000

    Purchase of 400 200liter barrels for whiskey (we already have 210 pieces, New American Oak).

  • PLN 150.000

    Purchase of 100 wine barrels - wine barrels from Polish wineries, possibly cherry barrels.

  • PLN 60.000

    Purchase of okowita, gin, rum, and brandy bottles.

  • PLN 40.000

    Purchase of resources for production - rye, molasses and “botanicals”** for the gin.

  • PLN 40.000

    Promotion of our spirits at festivals and fairs in Poland and abroad.

** In the case of our “London Dry Gin” we use 13 “Botanicals”, i.e. natural botanical elements. We use large amounts of hops and elements of conifers.

We have prepared a schedule, which indicates the order of activities, costs and the estimated time necessary to carry those activities out. We will happily provide it to potential investors.

ADDITIONAL BENEFITS

from 1 share (PLN 135)

Okowita

  • share document
  • access to a closed FB group
  • 5% discount for all our spirits at the distillery store

from 2 share (PLN 270)

Gin

  • benefits from the previous package
  • a limited, collectible tasting set 3x50ml (okowita, gin, black gin)

from 4 shares (PLN 540)

Rum

  • benefits from the previous package
  • a limited edition bottle of Okowita Żytnia (0.7l 45%)

from 10 shares (PLN 1350)

Brandy

  • benefits from the previous package
  • lodging for two at the distillery apartment for one night, including breakfast

from 20 shares (PLN 2700)

Whiskey

  • benefits from the previous package
  • your name on a brick in the Master Class Auditorium at the distillery
  • visit to the distillery for 4 including tasting
  • dedicated glass for tasting our spirits
  • branded t-shirt with the Wolf&Oak logo

from 40 shares (PLN 5400)

Whiskey Cask Strength

  • benefits from the previous package
  • your name on a brick in the 1st barrel storage facility in the basement of the distillery
  • a limited edition GIN bottle (0.7l 47%)
  • one of the first Single Rye Whiskey bottles (700ml 46%)

from 80 shares (PLN 10 800)

Whiskey Single Cask

  • benefits from the previous package
  • 3-day training for one person at the distillery under the supervision of the Master Distiller on mashing grain, distilling whiskey, renovating barrels, filling barrels, bottling and branding.
  • a distiller’s certificate following the training allowing you to take part in meetings at the distillery twice per year - tasting or limited edition spirits

from 200 shares (PLN 27 000)

Barrel

  • benefits from the previous package
  • 7-day training for one person at the distillery under the supervision of the Master Distiller on mashing grain, distilling whiskey, renovating barrels, filling barrels, bottling and branding.
  • priority for buying limited editions of spirits from our distillery, including Whiskey and Rum
  • whiskey bottled by yourself from a chosen barrel (except for reserved investment barrels)

from 400 shares (PLN 54 000)

Storage

  • benefits from the previous package
  • whiskey bottled by yourself from a chosen barrel (except for reserved investment barrels)
  • your own 50-liter barrel!!!

from 1 000 shares (PLN 135 000)

Alembic

  • benefits from the previous package
  • your own 100-liter barrel!!!
  • one bottle each of any spirit made by our distillery 12 months from starting up of production.

Individual offer

Fanatic

OUR PARTNERS

HOW CAN I PROFIT FROM THIS CAMPAIGN?

The amount of dividends and when they are paid is to be decided by the General Assembly of Shareholders following the 4th year of operations (2023) when we bottle the first batch of 3-year-old Single Rye Whiskey.

Surely it is one of the scenarios which we take into consideration and in the future it will probably be discussed, but so far there is no such plan.

We do not plan to buy back any of the barrels, but we will bottle the whiskey with a specially prepared label instead (Friends Reserve Cask). That is under the condition that the owner of the barrel agrees for us to store the barrel in our tax warehouse. Collecting the barrel from the warehouse will result in a lack of possibility for the Company to resell the bottles (the only exception is when the barrel is originally sealed using the system of suspended excise duty tax and stored at another tax warehouse).

Each shareholder will be able to sell their shares if they find a buyer and obtain consent from the Management Board of the Company.

CRUCIAL RISK FACTORS

RISK FACTORS RELATED TO THE ACTIVITY CONDUCTED BY THE ISSUER

Changes of factors influencing the Polish economy and economies of other countries, where the Issuer conducts their activity, is of significant influence on the financial results achieved by the Issuer. Any negative changes in the pace of growth of GDP, decrease in consumption or investment rates or any other indicators of similar character may unfavorably influence the Issuer’s financial standing. In the circumstances of unfavorable change of economic situation in Poland or in other countries where the Issuer conducts business, due to external reasons, as well as internal reasons, a change of the financial standing and financial results of the Issuer may occur, which may negatively influence the Issuer’s situation. In order to limit such risk the Issuers Board of Managers monitors economic situation in Poland and abroad and adapts the Issuer’s strategy accordingly ahead of time. They also plan for geographic diversification of suppliers and buyers in order to gain independence from any economic volatility.

Changes in legal conditions or their interpretations may constitute a significant risk for the operations of the Issuer. Frequent amendments of legal provisions and their inconsistent interpretations significantly influence the level of risk associated with conducting commercial activity, particularly with regards to tax regulations, commercial law, duty tax law, any laws governing conducting commercial activity, regulations regarding protection of intellectual property or labor law and laws regarding capital markets. Each change of these laws may negatively influence the Issuers activity, including a decrease in dynamics, unfavorable change of financial standing and the following decrease in the value of the Issuer’s assets and revenues. The Issuer’s Management Board monitors changes in the provisions of the law and the way these provisions are interpreted, as well as any work conducted by legislators and any court rulings regarding the industry of the Issuer. The Issuer exercises the highest degree of professional care to adapt their strategy ahead of time to the occuring changes.

The Polish tax system is perceived as unstable and non-transparent, as caused by frequent changes in legislation and inconsistent interpretations of the tax law. Legal provisions which regulate taxation, high degree of formalization of tax regulations and rigorous sanctions may cause uncertainty in the scope of final fiscal effects of any actions undertaken by the Issuer. A risk exists that tax laws may change leading to increased tax burdens and resulting in worsening of the financial results of the Issuer. The Issuer’s Management Board constantly monitors the changes in key tax regulations and the way they are interpreted and makes efforts to adapt their strategies ahead of time.

Issuer’s costs of operations and other costs may rise while their revenues remain leveled. The factors which may influence the increase of operational costs and other costs include:
1) inflation;
2) wincrease of taxes and other legal fees;
3) legal changes (including changes in health and safety laws or any legal provisions regarding freedom of economic activity of the National Sanitary Inspection), or changes in government policies, which increase legal compliance costs;
4) increased costs of financing of commercial activity. The above mentioned factors may significantly negatively influence the activity and financial standing of the Issuer or its entire capital group.

Conducting their activity on a market which is characterised by high levels of competition due to existence and constant development of competing entities. Changing consumer preferences and competitors’ activities leading to attracting the Issuers consumers which occur on the Issuer’s market may lead to a situation in which they are unable to effectively compete with other entities or meet the expectations of their customers and the market. The Issuer’s Management Board constantly follows changes in their industry and monitors the activity of other entities present in the market, including any entities which begin their activity in that industry, and react accordingly to increase the Issure’s brand recognition.

The possibility to conduct their activity in their chosen industry depends on them being able to obtain certain permissions related to their activity, i.e. a license to sell alcohol, and a decision for their facilities to be registered with Sanepid (sanitary and epidemiological authority). On the day this document is drawn up the Company has not encountered any significant difficulties in obtaining relevant permissions, although in the future such difficulties may occur, for example as result of related legal regulations, which could cause for their financial standing to worsen.

The Company's activity is based, among others, on their cooperation with numerous suppliers, domestic and international. In the case of any legal, or fiscal changes, or when competition develops, it may lead to a loss of key suppliers and partners. In order to minimize this risk the company signs long-term cooperation deals with its suppliers. Moreover, the Board of Managers constantly obtains and establishes new commercial contacts and reviews the domestic and international market seeking new supply chains.

Production of alcoholic beverages based on diversified resources requires significant capital investment into maintaining the supply of the required means. While partnering up with suppliers of each resource the Company has no way to influence the factors which shape the market (prices of products and services) therefore, there is a risk the costs of means of production and their delivery increase, which may negatively influence the activity, financial standing and financial results of the Issuer. The Company minimizes the risk related to these external factors by diversifying their partnerships, by working with international suppliers and by maintaining stocks of these products.

The Issuer may not exclude the possibility, that their assumptions regarding the amount of additional capital which is a crucial element of their investment activity, prove inaccurate, and the amount of capital secured until that time turns out to be insufficient. There is no certainty that the Issuer obtains sufficient capital at a satisfactory cost and within the required time. In case of the lack of possibility to obtain additional funds there is a risk that the investments made so far may not lead to the assumed profits, due to the lack of possibility to invest additional funds, and in extreme cases this may lead to failure.

The possibility of paying out future dividends and the amount of those dividends will depend on a number of different factors, including the available amount of profits and reserve capital (i.e. the positive financial results in the future), expenses and investment plans, profits generated throughout that period, profitability and amounts of debt the Issuer owes. Moreover, according to the commercial companies code, dividends are only paid out in case when the General Assembly undertakes such resolution to divide profits among shareholders. The Management Board is not obliged to suggest such decisions to the General Assembly for the particular fiscal year. Even if the Board recommends for profits to be paid out as dividends, the Board may not guarantee that the General Assembly of Shareholders issues the required resolution which will allow them to pay dividends.

There is a rick that the offering of shares is unsuccessful due to the Issuer not being able to gather the required amount of capital to guarantee the success of the offering, which is defined by resolution of the General Assembly of Shareholders of the Company. In such case the gathered funds will be returned to the Investors.

The Issuer points out that any consequences of filling the subscription form improperly falls on the subscriber. Moreover, not making the payment in time results in the subscription to become invalid.

RISK FACTORS RELATED TO CROWDFUNDING - RISKS WHICH MAY ALSO REGARD THE ACTIVITY OF THE ISSUER

Investing in entities seeking funding through crowdfunding platforms may be very profitable, but just like any other form of investment it is related to particular risks. If you decide to invest in the above mentioned entities which use the Crowdfunding Platform made available by Beesfund S.A. (the www.beesfund.com website) to present information about Issuers of shares, you have to be aware that certain risks are involved in such investment, and you must accept those risks:

It is much more probable that you will lose the invested funds rather than obtain return or outstanding profits. You should not invest more capital than you may lose without experiencing a negative effect on your standard of living.

Nearly all investment opportunities presented on the Beesfund S.A. Crowdfunding Platform are characterised by very low liquidity. It is unlikely that a secondary market for company shares comes to existence any time soon. Most probably you will not be able to sell your shares until the company is traded on the Warsaw Stock Exchange or the NewConnect market, or until another company decides to acquire the Issuer. Even if the company in question is bought by another company, your investment may still be characterised by a lack of liquidity. Even in case the business is successful liquidity of shares or selling them may be unlikely for many years from the date of making the initial investment. In case of companies for which there are secondary markets, finding a buyer may be difficult and investors should not assume that they will be able to withdraw their funds only because such secondary market exists.

Most entities seeking funding rarely pay out dividends. This means that if you invest in a business which is presented on the Crowdfunding Platform made available by Beesfund S.A., most likely you will not obtain returns or profits until you are able to sell your shares. Even in case the business is successful it is unlikely that it will be possible for many years since making the initial investment. The risk indicated above is not a general type of risk, but also a risk particularly related to the activity of the Issuer.

Any kind of investment into entities presented on the Crowdfunding Platform made available by Beesfund S.A. may be subject to dilution. This means that if the company obtains additional capital at a later date they may issue new shares for their new investors, and your percentage share in the ownership of the Company will decrease. Those new share may also have preferential rights to dividends, shares in profits and other rights, and using those rights may cause a disadvantage to you. Your investment may also become diluted as result of issuing stock options (or similar rights to obtain shares) to employees, service providers or some other persons, with whom the Company deals.

Any investments into entities presented on the Crowdfunding Platform made available by Beesfund S.A. should be made only as part of a well diversified portfolio. This means, that you should only invest a small portion of your capital into a single Company. Most capital should be located in much safer, more liquid assets. This also means that you should spread your investment efforts among many companies, instead of investing a large amount into a single company.

FAQ

Whiskey production is related to the tradition and history of making alcohol in Poland. The alcohol is distilled using non-malt rye with addition of some rye malt (hand made). It’s closer in character to American Rye Whiskey or Bourbon Rye Whiskey. The common denominator for American and our domestic liquors is the fact that they are aged in intensely smoked barrels.

More than brexit, we see the growing consumer awareness as our chance, along with the growing sales of domestic, craft-made products.

No, at this stage we plan to begin production at a friend’s tax warehouse near Stanica.

Sure. Nonetheless, we consider whiskey a delicacy, and we don’t suggest mixing it with Coke ;) unlike our orange-based liqueur, GIN or White Rum. As soon as we launch our distillery, we plan to use our tasting rooms to conduct a series of workshops for best bartenders from all over Poland, based on our liqueurs. We believe that only by working with the people who are in daily contact with the customer we can create the best spirits. They have ideas which we could never come up with on our own.

Our record is 294 bottles of 700ml 45% Żytnia Okowita, half of which sold out in 2 hours and the other half in 3 hours the following day. This opened our eyes to the commercial potential of our product. We are aware, that they have real good tastes, and we plan to build a healthy distribution network from the bottom up, with the help of our brand ambassadors and sales representatives reaching each bar, hotel, restaurant and shop in every corner of Poland with our products and tasting samples. For the past 3 years we have visited each significant whisky festival, now we have a much more difficult challenge ahead of us - reaching our customers. Our logo includes a Wolf and an Oak, which represent will to fight and patience. We are deeply convinced that we can be successful!

The increasing excise tax is not a threat. In case of the current increase of 10% (the current excise tax for a 1 liter bottle of 100% ethanol is PLN 57.04. For a 0.7 liter bottle of 45% alcohol it is PLN 17.9676) the base value increases from 57.04 to 62.744, so for a single bottle of our Rye Okowita it translates into PLN 1.8. In case of a bottle on the store shelf, where the price ranges from PLN 85 to 90, an increase of 2.2% is not something the customer will notice.

The most complicated and most important process in whisky manufacturing takes place in pot stills, also known as alembics - brass semi-spherical or cylindrical vessels which grow thin towards the top, and have bent, so-called swan necks. In Scotland (with a few exceptions) they use two stage distilling. The first stage takes place in alembics which are called wash stills, where fermented wash is heated to vaporise the alcohol. Alcohol boils in 78.4 degrees Celsius, so it evaporates much quicker than water. The vapors rise up through the swan neck and they are conveyed through a lyne arm to the cooling pipe, where they condense back into liquid. This way we obtain 22-35% alcohol (so-called low wines), which contains quite a lot of impurities. That’s why it is then distilled again. This time in smaller alembics called spirit stills. This is where the most difficult stage in whisky production happens - separating of the first and the last fraction, the so-called foreshots, and feints, from the purest potable spirit. This portion of the spirit can be aged and it includes 68-77% alcohol. The remaining two fractions are gathered and distilled again along with the next portion of low wines.

Yes, once the offering is complete we will set up a special group for our shareholders on Facebook. That’s where we will publish information regarding the share mailing schedule and our operations. We hope that the Facebook group becomes a good place to discuss the future of the company.

Yes, but we don’t want to make this information public. Please send us a request for financial information to our e-mail address indicated at the campaign web page.

We are open to any contacts from investors. Feel free to write us through the e-mail address indicated in the discussion section of the campaign web page.

Equity crowdfunding gives us different possibilities. Aside from gaining financing we also want to build a community of brand ambassadors. We also hope that thanks to this way of public offering we will reach many people, who will become our customers in the future. It is our opinion, that no other currently available form of financing brings as many advantages as equity crowdfunding.

First and last name (along with Polish characters, as per the Polish national ID) and the address to where the shares are to be mailed (this does not have to be the residence address).

Yes you can! You can buy as many shares as you like, as many times as you like. The shares are added together and the rewards are awarded based on the final number of shares bought.

The Packages are awarded based on the total number of shares purchased throughout the entire campaign, not on individual purchases. This means that the package for buying 10 shares will be awarded also to anyone who makes purchase of 5 shares twice.

During your purchase you can provide any address for delivery of your share certificate (and the related benefits).

You do not have to pay any tax (including PCC).

Yes, as an Investor you can sell your shares. When you make such transaction you should complete the sale contract form. You should also notify the company of such transaction for it to be noted in the share register. The 19% income tax should be paid for any profit that you make from the sale. The buyer should pay civil law activity tax (PCC) on their own.

An investor residing outside of Poland can also buy shares in the company. Investors residing in the EU (as well as Norway, Lichtenstein, Iceland, Switzerland and any territories dependent from EU countries) should select SEPA payments upon payment for their shares. In case of investors from outside of the EU they have to get in touch with the company to obtain bank details for wire transfer.

The shares you buy will be sent to you via registered mail to the address indicated during the transaction. The shares will be sent once the campaign is complete and the increased share capital of the Joint Stock Company is registered in the National Court Register. This entire process may take as much as 2-3 monts from the moment the campaign is complete. In case of any questions contact us through the e-mail address provided on the campaign web page or send a message to our Facebook profile.

The nominal price (face value) of the share does not reflect the actual value of the company. The value of the company is determined by very many factors, which are difficult to evaluate, such as potential for growth, employee social capital, potential profits. This is particularly true for new technology companies. When you consider the value of all physical assets, such as computers, buildings etc. in possession of such company as Facebook, for example, their value will be much lower than the actual value of the company on the stock exchange.

The funds paid into the account of the company will be returned to investors, conditions for returning the funds are listed in the terms and conditions.

No, obtaining shares does not require you to see a notary public.

The company is not listed on the stock exchange, and its shares are not listed on the regulated market. In the future the company may decide to enter NewConnect or the Warsaw Stock Exchange.

The National Financial Supervision Authority (KNF - Komisja Nadzoru Finansowego) is the government agency which supervises the financial markets in Poland. The agency prepared a website which informs about the rights, obligations and risks for each investor. THIS IS WORTH READING.