Exhibit 10.12

Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed

Loan Agreement

This Agreement is made on 20 January 2022.

PARTIES

RECITALS

OPERATIVE PROVISIONS

In this Agreement, unless the contrary intention appears:

Bonus Shares means $1 of free Gelteq Pty Ltd stock given to the Lender for every $4 loaned to the company. The Gelteq stock is valued at the current USD$30m valuation and this is the valuation that each lender will receive their bonus shares at.

Business day means, in respect of each payment or other transaction or calculation which needs to be made or done under this Agreement or for the purposes of this Agreement, a day on which business by and between banks may be carried on Victoria, Australia;

Interest rate means a rate of 12% per annum;

Loan means, at any time and from time to time, the amount of the moneys provided to Gelteq by the Lender under this Agreement outstanding at that time; and

Loan Amount means the amount to be loaned by the Lender to Gelteq under this Agreement and specified in the Schedule.

Owed Money means the total amount of any Loan Amount that has not been repaid and any Interest that has not been paid by Gelteq.

PPSA means the Personal Properties Securities Act 2009 (Cth) (as amended) and any other legislation and regulations in respect of that act.

PPSR means the Personal Property Securities Register established under section 146 of the PPSA.

Related body corporate means any body corporate which is related to Gelteq within the meaning given to the term ‘related’ in s 9 of the Corporations Law.

Security Interest has the meaning given to it under the PPSA.

Secured Property means all of Gelteq’s present and after-acquired property.

Notwithstanding any term, whether express or implied, in this Agreement or any rule of law or course of conduct to the contrary, payments under this Agreement must be made by Gelteq without set-off or counterclaim and, subject to clause 7.3, free and clear of, and without, any deductions whatsoever.

All payments to be made under this Agreement, whatever their nature, must, to the full extent permitted by law, be made by Gelteq without any deduction for, or on account of, any income or other taxes, imposts, deductions or other withholdings of any kind (collectively ‘withholdings’). If Gelteq is compelled by law to deduct any withholdings from any payment, Gelteq must ensure that the deduction made does not exceed the minimum legal liability in that regard. Gelteq must also pay to the Lender whatever additional amount is necessary (after allowing, for the avoidance of doubt, for withholdings from that amount) to ensure the Lender receives the full amount of the payment due under this Agreement as if the withholdings had not been deducted.

Each of the following events is an event of default, which provides the Lender an immediate right to terminate this Agreement upon written notice to Gelteq:

All money received by the Lender from Gelteq will be applied in the following order and manner:

The surplus, if any, will not carry interest and will be paid to Gelteq.

In any case where, under or pursuant to this Agreement, the doing or execution of any act, matter or thing by Gelteq is dependent upon the consent or approval of the Lender, such consent or approval may be given conditionally or unconditionally or may be withheld by the Lender in its absolute uncontrolled discretion, unless this Agreement expressly provides otherwise.

Whenever Gelteq is obliged or required under this Agreement to do or effect any act, matter or thing, then the doing of such act, matter or thing will, unless this Agreement expressly provides otherwise, be at the sole risk and expense of Gelteq.

None of the terms or conditions of this Agreement, nor any act, matter or thing done under or by virtue of, or in connection with, this Agreement will operate as a merger of any of the rights and remedies of the Lender in or under this Agreement or otherwise. All such rights and remedies of the Lender will continue in full force and effect.

Unless application is mandatory by law, no statute, ordinance, proclamation, rule, order, regulation, moratorium or decree of any governmental or other authority, present or future, will apply to this Agreement so as to abrogate, extinguish, impair, diminish, fetter, delay or otherwise prejudicially affect any rights, powers, remedies or discretions given or accruing to the Lender under this Agreement.

To the extent permissible at law, Gelteq must, forthwith upon demand, pay to the Lender an amount equivalent to any moneys paid by the Lender in respect of any liability imposed on Gelteq under or by virtue of this Agreement, notwithstanding that any statute, ordinance, proclamation, rule, order, regulation, moratorium or decree of any governmental or other authority, present or future, directly or indirectly, imposes such liability upon the Lender.

This Agreement is binding on, and operates for the benefit of, both Gelteq and the Lender and their respective successors and assigns, except that Gelteq must not assign this Agreement or any of its rights or obligations under this Agreement without the Lenders’ joint prior written consent. A Lender may at any time assign, charge or otherwise deal with its rights under this Agreement.

If any provision of this Agreement is, or at any time becomes, prohibited by, or unlawful under, any applicable law, regulation or other condition actually applied or otherwise becomes void or unenforceable, it will be severed from this Agreement and rendered ineffective so far as is possible without modifying the remaining provisions of this Agreement. The remaining provisions will, to the extent permitted by the relevant law, regulation or other condition, continue in full force and effect.

Neither this Agreement nor any provision of this Agreement may be amended, modified, waived, discharged or terminated orally.

Time is of the essence of this Agreement. However, no failure or delay by the Lender to exercise any power, right or remedy under this Agreement will operate as a waiver of that power, right or remedy. Nor will any single or partial exercise of any power, right or remedy under this Agreement preclude any other or further exercise of that power, right or remedy. A Lender will only be taken to have waived any power, right or remedy under this Agreement, including (without limitation) its rights in respect of any event of default, to the extent that the power, right or remedy has been expressly waived in writing.

This Agreement may be executed in any number of counterparts all of which, when taken together, will constitute one and the same instrument.

Any notice or demand to be given under, or in relation to, this Agreement will be deemed to be duly given or made if it is in writing and, in the case of Gelteq, left at, or sent by prepaid post to, Gelteq at her place of abode known to the party sending such notice or demand and, in the case of the Lender, if it is in writing and left at, or sent by prepaid post to, the Lender at her address set out in this Agreement. Any notice or demand sent by post will be deemed to have been received by the party to whom it is addressed on the day which in the normal course of post it would have been delivered.

This Agreement will be construed in accordance with the law of the state of Victoria. The parties agree to submit to the non-exclusive jurisdiction of the courts of Victoria and any courts which may hear appeals therefrom.

SCHEDULE TO LOAN AGREEMENT

Executed as an agreement

SCHEDULE TO LOAN AGREEMENT

Executed as an agreement

SCHEDULE TO LOAN AGREEMENT

Executed as an agreement

SCHEDULE TO LOAN AGREEMENT

Executed as an agreement

SCHEDULE TO LOAN AGREEMENT

SCHEDULE TO LOAN AGREEMENT

Executed as an agreement

SCHEDULE TO LOAN AGREEMENT

Executed as an agreement

Bank Account Payment Details

Account Name: [*****]

BSB: [*****]

Account Number: [*****]

Bank Name: [*****]

Currency: AUD

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