nannup truffle growers co-operative limited...2016/08/01 · nannup truffle growers co-operative...

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IMPORTANT NOTICE: This document is not a product disclosure statement or prospectus and should not be read and construed as a disclosure document under the Corporations Act. This document is an Information Memorandum which is provided on a personal invitation basis and should be read in conjunction with the Disclosure Statement for a Proposed Distributing Co-operative registered on 19th May 2016 under the Co-operatives Act 2009 (WA) as appended.

This Information Memorandum was issued in Perth, Western Australia on 1 August 2016

Nannup Truffle Growers Co-operative LimitedABN 79 315 285 843

Information Memorandum Truffle Co-operative Investors

Signed by:

David James SomervilleDirector

Graeme Michael GoffDirector

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CONTENTS

Page

1) Information Memorandum 1

2) Executive Summary 2

3) The Offer 4

4) Business Structure 5

5) Details of the Offer 7

5.1 The Land 7

5.2 Planting 8

5.3 TheManager-GreatSouthernTrufflesPtyLtd 8

5.4 GreatSouthernTrufflesProducts 9

6) AboutTruffles 10

7) The People 13

8) Financial Projections 14

9) Risk Factors 19

10) Conditions of Issue 21

11) Appendix A - Disclosure Statement for a Distributing Co-operative Registered under the Co-operatives Act 2009 (WA)

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12) Appendix B - Instructions to Applicants & Application Form 31

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1 INFORMATION MEMORANDUM

Nannup Truffle Growers Co-operative Limited (NannupTruffles or the Co-operative), ABN 79 315 285 843, wasregistered as a Distributing Co-operative by the Government ofWesternAustralia,DepartmentofCommerceon19thMay2016.

The Co-operative has issued a Disclosure Statement under the Co-operatives Act 2009 (WA) for an offer of Shares in WesternAustralia,withthespecificpurposeofdevelopmentofaTruffièreintheSouthWestofWesternAustralia,whichis appended to this Information Memorandum.

This Information Memorandum is issued in support of the DisclosureStatement,howeverisnotaProductDisclosureStatement or Prospectus and should not be read and construed as a Disclosure document under the Corporations Act.

This Information Memorandum relates solely to the offer of Shares in the Co-operative. It is provided to persons/entities who meet the requisite requirements for membership ofNannup Truffle Growers Co-operative Limited under theDisclosure Statement for a proposed distributing Co-operativeregisteredundertheCo-operativesAct2009(WA),and registered by the Government of Western Australia Department of Commerce on 19th May 2016.

The Co-operative makes no representation or warranty(express or implied) as to the accuracy, reliability orcompleteness of the information contained in this Information Memorandum.TheCo-operativeanditsrespectivedirectors,employees, agents and consultants shall have no liability(including liability to any person by reason of negligence or negligent misstatement) for any statements, opinions,information or matters (express or implied) arising out of,containedinorderivedfrom,orforanyomissionsfromtheInformationMemorandum,exceptliabilityunderstatutethatcannot be excluded.

The Information Memorandum contains reference to certain intentions, expectations and plans of the Co-operative.Thoseintentions,expectationsandplansmayormaynotbeachieved. They are based on certain assumptions that may notbemetoronwhichviewsmaydiffer.TheperformanceandoperationsoftheCo-operativemaybeinfluencedbyanumberoffactors,manyofwhichareoutsidethecontrolofthe Co-operative.

The Information Memorandum does not purport to cover all relevant information about any potential investment in the Co-operative or its underlying business.

It is not intended to be a complete or accurate statement of material information. Except where stated, the informationdisclosed relates to the proposed business of the Co-operative at the date of this Information Memorandum. No responsibility is accepted to advise of any change. The Co-operative reserves the right to reject any expression of interest and to withdraw this Information Memorandum atanytimewithoutgivingnotice.

Recipientsmustmake their own independent assessmentof the offer and should not rely on any statement contained in this Information Memorandum as to the significance,adequacy or accuracy of any matter described in thisdocument.

An investment in the Co-operative should be considered speculative because of the nature of the Co-operative’s business. This section identifies the major areas of riskassociated with an investment in the Co-operative, butshould not be taken as an exhaustive list of the risk factors towhichtheCo-operativeanditsShareholdersareexposed.

Agriculture: Any investment in agriculture carries inherent risks in primary production due to matters beyond the control of the Co-operative.

Hail,StormandFire: Risks from hail, storm and fire canarise in agricultural pursuits. The Truffièrewill be insured against hailand fire, and storm damage maydamage the trees but is unlikely to destroy them.

TruffleYields: Truffle production can be unreliableand spasmodic, however recentimprovements in management techniques have improved Truffleproduction, particularly in WesternAustralia.

TrufflePrices: The price of Truffles is subjectto market forces and may not be achieved for the life of the project.

Economic Risks: A more comprehensive statement of risks are incorporated at Clause 9.

Some of these risks can be mitigated by the use of safeguards andappropriatesystemsandcontrols,butsomeareoutsidethe control of the Co-operative and cannot be mitigated. Accordingly, an investment in the Co-operative carries noguaranteewithrespecttothepaymentofdividendsorreturnof capital.

InvestorsshouldbeawarethatthereisariskthatTruffleswillnotbeproducedinthequantitiesortimeframeasestimatedin this Information Memorandum. Accordingly, Investorsshould be aware that an investment inNannupTruffles isconsidered a speculative investment.

Potential Investors should read the entire Information Memorandum and Disclosure Statement and consult their professional advisersbeforedecidingwhether to apply forShares.

Applications for the Shares may be made on the Application Formcontainedwithin thisDisclosureDocumentoron theApplicationFormonthewesbiteatnannuptruffles.com.au.

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2 EXECUTIVE SUMMARY

NANNUP TRUFFLE GROWERS CO-OPERATIVE LIMITED

• This Information Memorandum and Disclosure Statement offers an investment opportunity to participate in a Co-operativewiththepurposeofestablishingaTruffièreinNannupintheSouthWestofWesternAustralia.

• WesternAustraliaisbecomingasubstantialproducerof“FrenchBlackTruffles”,withincreasingdevelopmentand production over the last 11 years.

• “FrenchBlackTruffles”areahighlyprizedandhighlypricedfood!HeldinhighestesteeminEuropeancookingsincethe1700’s,TrufflesandTruffleproductsarebeingwidelysoughtafteracrossallWesterncountries,andnowrecentlyinAsia.BlackTruffleswillfetchapriceof$1,000 to $3,000perkginseason,andWhiteTrufflesknowntofetchover$5,000perkg.

• NannupTruffleFarmPtyLtdATFTheNannupTruffleFarmUnitTrust(LandOwner/ShareFarmer)hasagreedtoaShareFarmingAgreementwiththeCo-operativeandwilldeveloptheTruffièreoftreeorchardsprovidinga balance of DeciduousOaks and EvergreenOaks and seeking to produce BlackWinter Truffles (Tubermelanosporum),BlackSummerTruffles(Tuberaestivum),andtriallingWhiteSpringTruffles(Tuberborchii).

• GreatSouthernTrufflesPtyLtd(GreatSouthernTrufflesorGST)hasbeenengagedastheTruffièreManagerandMarketingManager to theCo-operative. GSTand itsPrincipalDirector,MrAdamWilson,havebeenassociatedwiththecommercialisationoftwoWATruffières,includingmarketingofWesternAustralianTrufflesto the international market.

• AShareintheCo-operativewillcost$1,500-ofwhich$1,250 is payable now,withanuncalledamountof$250.Thisuncalledamountwillonlybecalledifrequiredintheestablishmentyears,beforetheTruffièrestartsproducing.

• A Share in the Co-operative provides an equivalent ownership of 6 oak trees in the Truffière and alsomembershipbenefitsincluding:• 15%DiscountonTruffleProductsfromGreatSouthernTruffles.

-OrganicTruffleButter -TruffleInfusedExtraVirginOliveOil -OrganicTruffleHoney -MushroomandEggplantTruffleSalsa -TruffleSalt -TruffleCheeses

• AninvitationtoTruffleDegustationDinners,andseasonalTrufflefunctions.• InvitationstojointheAnnualTruffleHunt.• EarlybirddiscountonaccommodationinintendedfutureTruffleChalets!!• TherighttokeepyourproducedTrufflesorsellthemtoGSTatFarmGatePrices(GSThaveoffereda

take-out contract for all produce).

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• Truffièresgenerallytakeapproximately6yearstoreachfullproductionstage-withsomevarietiesearlierandsomelater,andishighlydependentuponthelocalconditions.TheSouthWestofWAhashadexcellentresultsinproductionandearlyproductionwithsomeTruffièresachievingextraordinarilyhighandearlyyields.

• TheAustralianTruffleGrowersAssociationreports“GrowershavebeenconsistentlygettingTrufflesafter4to5yearswiththenewtechnologybeingemployed”.

• SomeTruffièresinAustraliahavehadpoorproductionyieldsbutWAhashadveryhighyields,somepurportedlyashighas1kgpertreeor400kgperhectare.EuropeanandUSreportssuggest100kgto120kgperhectareis achievable.

• The Co-operative has forecast yields from maturity of approximately 220g per tree or 100kg per hectare. Basedupontheseyields,forecastreturnstoCo-operativememberscouldexceed 20% per annum after tax. (Although there is no guarantee of these yields).

• Theconservativeforecastyieldscanbedemonstratedasfollows:

2 EXECUTIVE SUMMARY

PRODUCTION YIELDS AT FULL PRODUCTION - BLACK WINTER TRUFFLE

Yield Per Hectare Yield Per TreePurportedYields-WA 400kg 1kgReportedYields-WA 100-200kg 220-330gReportedYields-USA 100kg 220gReportedYields-EU 150kg 330gAdopted Base Case - NTC 100kg 220gHighYieldCase-NTC 150kg 330g

• Forecast Returns to Investors (but not guaranteed).

BASE CASE YIELD HIGH CASE YIELD

YEAR 4 5 6 7 8+ 8+YieldPerTree 0.01g 0.04g 0.11g 0.16g 0.22g 0.33gReturn to Investors - Dividend Per Annum 3% 6% 11% 18% 25% 38%

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SECURITIES TO BE ISSUEDShares in Nannup Truffle Growers Co-operativeLimited.

EachShareisissuedonthefollowingterms:

Payable on Application $1,250Payable on Call $250Being:NominalShareValue $50

Premium per Share $1,450$1,500

This uncalled amount will only be called if requiredintheestablishmentyears,beforetheTruffièrestartsproducing.

ISSUERNannupTruffleGrowersCo-operativeLimited(theCo-operative).

INVESTMENT TERMThe term of the Co-operative will be 20 years fromthe date of this Information Memorandum and willsubsequently be wound up. In the event economicreturnsarenotreceivedwithin10yearsofthedateofthisInformationMemorandumtheCo-operativewillbewoundup.

SHARE ISSUE PRICEPayable on application $1,250 (One Thousand TwoHundred and Fifty Dollars per Share).

MINIMUM APPLICATION AMOUNT1 Share.

MINIMUM SUBSCRIPTION500 Shares.

TARGET SUBSCRIPTION1000 Shares however the Co-operative may acceptsubscriptions over 1000 Shares.

APPLICABLE FEESTherearenoentry,exit,rolloverormanagementfees.

3 THE OFFER

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4 BUSINESS STRUCTURE NannupTruffleGrowersCo-operativeLimitedhasbeenestablished for the specific purpose of establishingaTruffière inNannup in theSouthWest ofWesternAustralia.

STRUCTUREACo-operativewaschosenasanappropriatestructureto implement the establishment of theTruffière as itprovides for each member to participate equally inthe operations and voting rights, and eliminates thepossibility of a corporate take over of the Co-operative or parties seeking to direct the intentions and activities of the Co-operative from its agreed purpose and objectives.

MEMBERSMembers of the Co-operative are encouraged to participate in the activities of the Co-operative nowand in the future.

Immediately, all members have access to GreatSouthernTruffleproductsata15%discount,andareinvitedtoattendTruffleDinnerswhichareconductedthroughouttheTruffleseason.

Once theestablishment of theTruffière is complete,memberswillbeinvitedtojointheAnnualTruffleHuntandtheLandOwner’sintentistoestablishchaletsonthe property available as accommodation to members.

OBJECTIVEThe objective of the Co-operative is to establish a Truffière of Deciduous and Evergreen Oaks whichhave been innoculated with the spores of Truffles.The intent of the Co-operative is to produce 80% Black WinterTruffles,10%BlackSummerTrufflesand10%WhiteSpringTruffles.

BlackTruffleshaveanestablishedmarketthroughoutthe world and the Truffière Manager has extensiveexperience in marketing and producing Truffleproducts. The Manager has entered into a contract toacquireallTrufflesproduced-atFarmGatePrices.

CONTRACTUAL ARRANGEMENTSThe Board of Nannup Truffle Growers Co-operativeLimitedhasestablishedthefollowingcontracts-whichare subject to meeting a Minimum Subscription of 500 Shares.

SHARE FARMING AGREEMENTAShareFarmingAgreementhasbeenagreedbetweentheCo-operativeandtheLandOwner/ShareFarmer.UnderthisagreementtheLandOwner/ShareFarmerprovidesthefollowingservices:

• Land,clearedandpreparedforplanting.• Trees,innoculatedandplanted.• Water.• Farm Insurance.• Establishment and Marketing.

UndertheShareFarmingAgreement,theLandOwner/ShareFarmerwillreceivepaymentsinthefirstyearofplantingfortheinitialservicesoflandpreparation,treeinoculationandplantingasagreed,andestablishmentand marketing on a reimbursement basis until target subscription of 1,000 is achieved, and thereafter at20% of subscription.

FromYears2to5oftheestablishmentyears,serviceswill be provided on a reimbursed cost basis, whichfromYear6convertstoa25%shareintheNetFarmProfit.TheLandOwner/ShareFarmerwillalsoprovidecorporateservices(executiveservices)asrequired.

SERVICE AGREEMENTA Service Agreement has been agreed betweentheCo-operative and theTruffièreManager. Underthis agreement, the Truffière Manager provides thefollowingmanagementservices:

• Mycology.• Tree planting.• Farm management.• Fertilising.• Harvesting.

TheTruffièreManagerhasguaranteedtopurchaseallTrufflesproducedatFarmGatePrices.

TheTruffièreManagerwillreceiveacashpaymentperannum for the first 5 years, being theestablishmentphase,whichthenconvertstoa25%shareoftheNetFarmProfit.

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Operating Structure

Legal Entity - Nannup Truffle Growers

Co-operative Ltd

Co-operative Owners/Members

Board of Directors Negotiates/Oversees Share Farming Agreement Service Agreement Crop Insurance Deals with: ! Administration and governance ! Cash flow management ! Taxation obligations ! Balance Sheet management ! 50% share in Net Farm Profit

from 6th

year ! Distribution policy ! Member benefits.

Land Owner/Share Farmer Provides: ! Trees ! Land ! Water ! Farm insurance ! Establishment and Marketing

Receives: ! Cash payment in Year 1. ! Years 2-5 - re-imbursement

of costs in respect to provided services;

! Converts to 25% share in Net Farm Profit thereafter.

Share Farming Agreement Service Agreement

Truffière Manager Responsible for: ! Tree planting ! Mycology ! Farm management ! Fertilising ! Harvesting Receives: ! Cash payment per annum

for 1st

5 years; ! Converts to 25% share in Net Farm Profit thereafter.

4 BUSINESS STRUCTURE

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5 DETAILS OF THE OFFER

5.1 THE LAND

The South-West region of Western Australia has demonstrated extraordinary results in cultivating “FrenchBlackTruffles”.

AnumberofTruffleproducershavebeenestablishedin the immediate surrounding localities ofManjimup,Pemberton and Donnybrook.

Thesite-Lot11WhiteRoad,Cundinup-islocatedinbetweentheexistingproducinglocalities.

ThesiteisextremelywellsuitedtogrowingTruffles-withperfectclimaticconditions (frosts inWinter)andtopographically(welldrainedsoilonhillybanks).

Thesiteisanexistingfarmwhichhasbeenclearedandisavailableforimmediateplanting,andhasextensivewatercapacityprovidedfroma160,000cubiclitredamcovering over 10 acres. Located approximately 280 kilometresfromPerth,Cundinupisaruralcommunitylocated closely to the tourism towns ofNannup andBalingup.

Extensive soil reports have been undertaken including Electromagnetic Induction and Ground Penetrating Radarandhasdeterminedhighqualitysuitablesoilsover 160 acres.

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5.2 PLANTING

Nannup Truffle Growers Co-operative Limited isproposing to establish a Truffière on the propertycomprising 6,000 trees providing a balance ofDeciduous Oaks and Evergreen Oaks and seeking to produce Black Truffles (Tuber melanosporum),SummerTruffles(Tuberaestivum),andtriallingWhiteSpringTruffles(Tuberborchii).

PLANTINGS• With a planting program over 18 months, the

TruffièrewillbeoneofthelargestinAustralia,andhas forecast planting and establishment costs of overAUD$1.0million.NannupTrufflesexpectstocommencesupplyofAustralianTruffles in4 to5years.

PROJECT MANAGEMENT• The project is under the direction of Mr Adam

Wilson of Great Southern Truffles and FedericoPaci, an experienced Italian mycologist havingworkedintheindustrysince2008inAustraliaandItaly.

YIELDS• Yields from Truffières around the world vary

considerably from no production to extremely high yields,particularly intheSouth-WestofWA,withsome purportedly as high as 1kg per tree.

• A Thesis submitted by H.E. Alvis to Oregon State University claims yields of 100kg per hectare inOregon, USA. Truffle Trees in France maintainTruffleplantationsandproject120kgperhectareinYear6,GarlandTrufflesinNorthCarolina125kgperhectare,andNewWorldTruffles88-250kgperhectare.InWA,FiveAcreNurseryforecasts100kgto200kgperhectarebyYear10ofproduction.

• Whilstthereisnoguaranteeofproduction,theCo-operative has forecast modest yields from maturity of220gpertreeonBlackWinterTruffles,330gpertreeonBlackSummerTrufflesandWhiteSpringTruffles-averaging100kgperhectare.

5.3 THE MANAGER

GreatSouthernTruffles has been sourcing premiumAustralian grown Truffles for the past six harvests.Strong relationshipsestablishedwithgrowers inTheGreat Southern Regions ofWesternAustralia, NSWand Tasmania now guarantee supply of the finestgrade Australian Tuber Melanosporum Truffle forGST’s market and products.

AustralianTruffles are a new ingredient to old-worldTruffle gourmet lovers and the world’s best chefs.Australian production in commercial quantities hasonly recently become available. During the four month annualseason(June-September)differentTruffière’sin Western Australia, Tasmania, Victoria, Canberraand NSW all produce subtle flavour differences atvarying times during the season.

GST offers a complete searching, grading, andhandling service and guarantee a delivery of the best TrufflesAustraliaoffers.

GST is one of Australia’s pioneers in hunting and grading Truffles, with over 15 years’ experience inhunting harvesting and grading Truffles throughoutEurope and Australia.

GSTproducesqualityTruffleproductsincludingTruffleInfusedExtraVirginOliveOil,OrganicTruffleHoney,Black Truffle Mustard, the very best Fresh Trufflebutter,andourfamouslyrichMushroomandEggplantTruffleSalsa.

Trees Type Hectares Yield/Tree

Yield/Hectare

4800 Black 12 220g 87.5kg

600 Summer 1.5 330g 132.0kg

600 White 1.5 330g 132.0kg

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5.4 GREAT SOUTHERN TRUFFLES PRODUCTS

GreatSouthernTruffleshasbeensourcingpremiumlocally grown Australian Truffles for the past sixharvests.

Great Southern Truffles exports Australian Trufflesinto the European, Asian and US markets, in thetraditionally “off season”market. (AustralianTrufflesare harvested in the Australian winter - Europeansummer).

Great Southern Truffles produces qualityAustralianTruffleproductsincluding:

Truffle Aioli Mayonnaise Truffle Aioli Mayonnaise has that very distinctiveTruffleandgarlicflavour.Onethingisforsure,though,whenyoutasteouraioli,you’regoingtogetacreamyoil emulsion spread

Organic Truffle OilThis is the magical elixir that makes all the beautiful earthyandpungentaromasoftheTruffleavailableallyearround!Producedusing100%WesternAustraliaOrganic Extra Virgin Olive Oil, Truffle and TruffleAroma.

Truffle OilAtouchofTruffleoilcanturntheordinarytosomethingexceptional!Producedusing100%WesternAustraliaExtraVirginOliveOilandTruffleAroma.

Black Truffle MustardThe flavours of traditional Dijon mustard unite tocreate a one-of-a-kind taste. Produced using French DijonMustard, Tuber Melanosporum Truffle infusedandBlack&WhiteTrufflearoma.

Black Truffle SalsaA rusticblendofTruffles,eggplantandmushrooms.Produced using fresh West Australian vegetables,TuberMelanosporumVitt.TrufflesandTrufflearoma.

Organic Truffle HoneyBlackAustralianTrufflearoma infused intopremiumamber-coloured West Australian Organic honey to createabeautiful,sweetTruffleindulgence.Producedusing fresh West Australian Organic Honey infused withTrufflearoma.

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6 ABOUT TRUFFLES

WHAT ARE TRUFFLES?

TheTruffleisanediblefungusthatgrowsundergroundthrough a symbiotic relationship with the roots ofspecific host trees. When the tree and the fungalfilamentsreachmaturity,usuallyafteraboutfiveyears,the fruiting body or Truffle is produced and occursseasonally thereafter.

Truffles can be described as ‘gourmetmushrooms’.Theyhaveapungent, intense,earthy fragranceandlendauniqueflavourandaromatofood.TheTruffleisusedinextremelysmallquantitiesandyetitsflavourandaromaturnastandardofferingofsoup,chicken,meat or game into a gourmet experience.

WHERE DO THEY OCCUR?

Truffles occur naturally in the northern hemispherewhere there are over 70 species that have beentaxonomically described. The BlackTruffle or TuberMelanosporum, also known as the Perigord Truffle,growsmainly in France and Italy and is the varietymost commonly cultivated in a Truffle orchard orTruffière.Withauniquescent,theyaresniffedoutbytrained pigs and dogs.

TrufflesinEuropeoccurundertheirnativewoodlandtrees of oak, poplar, willow and hazelnut. In theregions of France and Italy where Truffles occurnaturally the Truffle harvests are decreasing overtime. It is thought that this is due to urbanisation,climate change and pollution. For example, prior to1914 some 1800 tonnes of Truffles were harvestedannuallyinthePerigordareaalone.NowthewholeofFrance produces less than 50 tonnes. In 1998 annual productionwasreportedtobeonly8tonnes.

In the 1970’s a major initiative began in France to cultivate Truffles. There are now also establishedTruffières in Spain and Italy. However productivityfrom these orchards is relatively small compared to that collected in the natural forests.

Outside of Europe, the first Black Truffles wereproduced in 1991 on specially inoculated oak trees in Oregon, USA. There have now been substantialplantingsintheUSAincludinga70-hectareTruffièreestablished near Houston Texas in 1991.

In the southern hemisphere, thewinter of 1993 sawthe first production of commercial Truffles in NewZealand,andin1999BlackTruffleswereproducedinTasmaniatofurtherconfirmtheirproductionfeasibilityin the southern hemisphere.

The first Truffles produced in the Manjimup regionoccurred in August 2003.

The Black Truffle is not sought after because of itsappearance!Whileitisgenerallyroundinshape,itcanhavemanydifferentlyshaped“knobs”and“crevices”.Thesizecan range from thatofamarble, toalmostthesizeofasoccerball.ThemostdesiredTrufflesarethose that range from a golf ball to tennis ball size.This would translate to between 25 and 200 gramsweight. “Icon” sized Truffles (more than 500 grams)are highly sought after and premium prices are paid fortopqualityspecimens.

The ripe Truffle, when cut, exhibits a dense blackinteriorthatisstreakedwithwhiteveins.TheTruffleisfirmandresemblesthetextureofapotato.Theoutsidehas a fairly tough, scaly skin that canwithstand theconditionsinwhichtheTrufflegrows.

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WHAT DOES A BLACK TRUFFLE SMELL OR TASTE LIKE?

ItisnoteasytodescribetheflavourandaromaoftheBlackTruffle.Itisappealingandearthy.

Somedescriptionsoftheflavourandsmellare:-

• Theflooroftheforest.• Scallops and seafood.• A mixture of chocolate and earth.• Oldover-usedsocks!• Arugbylockerroomafteramatch!

Some adjectives are: -

• Erotic• Earthy• Exquisite• Smouldering• Sexy

Intheend,youmustfindaqualityrestaurantandchefand try these for yourself.

CULTIVATING TRUFFLES: HOW DO THEY GROW?

The fungus attaches to the fine roots of oak andhazelnuttreesandhasaveryfinerootstructureofitsowncalled“mycelium”.Thefungusandthe tree liveinwhatiscalleda“symbioticrelationship”wheretheyassist each other to survive and prosper.

Thetreewillprovidenecessarycarbohydrate(sugars)forthefunguswhilethefunguswillgivebackessentialmicronutrients,whichitextractsfromthesoilthatthetree cannot access.

TheTruffleisthefruitbodyofthefungus.TheTruffleis“seeded”inspringandwillincreaseinsizethroughsummerandautumnandthenripenwhenthechillofwintersetsin.

HARVESTING TRUFFLES:

Truffles ripen and are harvested during the wintermonths.Inthesouthernhemisphere,thisisduringthemonthsofJune,JulyandAugust.

FindingtheripeTruffleisaspecialistjobthathasevolved from pigs that would root them out toeat, to highly trained dogs.The dogs locate thesubterranean prize with their heightened senseof smell, mark the spot with a scratch of theirpaw,andthensittoreceivetheirreward.It isanamazingexperiencetoseethedogspickupthescentofaripeTrufflesome30metresaway,andthenfocusinontheprizefind.

OnceaTruffleislocated,thespotismarkedandthehuntcontinues.Afteraboutanhour, thedogbecomestiredandisrestedwhilethedoghandlerretraces the hunt path and excavates the located Truffles.

TheTrufflesarethenwashed,sorted,andgraded.Grading will account for factors such as smell,size, shape, and feel of the Truffle. During thegradingprocess, theTrufflewillbe “nicked”orasmallamountremovedtoallowtheinteriortobeobservedforcolour.ThisalsoallowsthebuyertoseetheTruffle.

Once sorted and cleaned, the Truffles are thenpacked to order and prepared for shipment in speciallydesignedand insulatedcontainerswithrefrigerated cooling blocks.

6 ABOUT TRUFFLES

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PACKING AND TRANSPORT:

Atharvest,theTrufflesaregradedintothreeclassesaccording to European standards, Extra class(premium), 1st and 2nd Class. Once harvested theTrufflesarecarefullycleaned,washedandsealedwithan Argon/Nitrogen gas mix. (This gas mix reduces oxidation and breakdown of theTruffle, packedwithice packs and shipped in an icebox directly to your customs agent anywhere in the world. The packedTruffles, should reach any airport around the worldwithin36hoursofleavingthefarmgate,ensuringyourTrufflesarethefreshestpossibleuponarrival.

STORING FRESH TRUFFLES:

EnjoyingBlackTruffleswithin5-7daysofunearthingthemistheverybestwaytoexperienceTruffles.

Tohelpkeepthemlonger,theycanbegentlywrappedinabsorbentpaperandstoredinadry,airtightglassorplastic container in the crisper compartment (not the cold part) of the refrigerator.

The absorbent paper should be changed daily and the container must be kept dry. Bear in mind that the strongaromaofTruffleswill impregnateother foods,thiscanbeadvantageous,buttoavoidthisensurethattheTrufflesarestoredintheirowncontainer.IncoolermonthstheTrufflecanbestoredoutoftherefrigeratorin its container out of sunlight. The ideal temperature forstoringTrufflesisbetween4and8°C.

6 ABOUT TRUFFLES

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7 THE PEOPLE

David Somerville - DirectorDavid isanAccountantbybackground,withover30years experience in business development. David is currently Executive Chairman of the ASX Listed QuestusLimited,aFundsManagerandPropertyAssetManager and Developer. David is also Chairman of theASXListedCIResourcesLtd,aphosphateminingcompanylocatedonChristmasIslandwithplantationinvestments in Malaysia.

Graeme Goff - DirectorGraeme isaqualifiedaccountantwithover28yearsexperience inPublicPractice andCommercewith astrong focus on compliance, management systems,yearendfinancialreportingandtaxation.

During this period Graeme provided professional services to a number of primary producers across a broad range of farming sectors.

Hecommencedhisprofessional career in1986withPriceWaterhouseCoopers where he rose to thepositionofDirector.GraemehasworkedinavarietyofrolesasaChiefFinancialOfficer,CompanySecretaryand Director.

Adrian Gurgone - DirectorAdrian is an experienced MBA Chartered Accountant withsignificantexperienceinadvertisingorganisationsacross a variety of industries globally. His expertise encompasses financial, economic and businessanalysis,riskmanagementandcorporategovernance.Adrian has also assisted several boards both in Australia and overseas in improving organisational performance and in capital allocation decision-making.

TheprojectbringstogetherateamofexperiencedandprovenexpertsinthefieldsofBusiness,MycologyandInternationalMarketingintheTruffleIndustry.

Adam Wilson - Great Southern Truffles - Project Manager and Marketing ManagerAdam is an accomplished international marketer,importerandexporteroffinefoods.Withoveradecadeof experience living in Italy and a decade of Australian experience in the establishment, planting, growing,marketingandmanagementofOliveOilandTruffles,Adamiswellqualifiedtoleadtheteam.

Federico Paci - Great Southern Truffles - Operations ManagerFederico has a Masters Degree in Mycology from the UniversityofBologna.Havingworked in the industrysince 2008 and gaining experience with one of theworld’s biggest Truffle companies, Federico joinedGreat Southern Truffles as Operations Managerin 2013, and is a valuable teammember for qualitycontrol and mycological experience.

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8 FINANCIAL PROJECTIONS

NannupTruffleGrowersCo-operativeLimitedisaCo-operativeincorporatedon19thMay2016withthespecificpurposeofdevelopmentofaTruffièreintheSouthWestofWesternAustralia.TheCo-operativeintendstoplant6,000 trees innoculated for the production of BlackWinter Truffles, Black SummerTruffles andWhite SpringTruffles.

PRO FORMA - BALANCE SHEET

Thepro-formaBalanceSheetbelowshowstheforecastedfinancialpositionoftheCo-operativeafterthecompletionofthefollowingevents.

• Theissueof1,000Co-operativeSharespaidto$1,250eachissuedunderthisInformationMemorandum.• 6,000innoculatedtreespurchasedandplantedatacostof$440,000.• Farmingplant&equipmenttotalling$125,000acquired.• Establishment and Marketing Costs.

Pro –Forma Balance Sheet

$ Current Assets Cash or cash Equivalents 622,500 622,500 Non Current Assets Inoculated Trees 440,000 Plant & Equipment 125,000

Establishment Costs 62,500 627,500 Total Assets 1,250,000 Current Liabilities - Total Liabilities - Net Assets $1,250,000

Shareholder equity Co-operative Shares 50,000 Share Premium 1,450,000 Uncalled Capital (250,000) $1,250,000

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Nannup Truffle Growers Co-operative Limited10 Year Forecast - 3 Way BudgetYears 2017 to 2026

Notes Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 102017 2018 2019 2020 2021 2022 2023 2024 2025 2026

ProductionNumber of inoculated trees planted 6000 6000 6000 6000 6000 6000 6000 6000 6000 6000 Black Winter inoculated oak trees 80% 4800 4800 4800 4800 4800 4800 4800 4800 4800 4800 Black Summer inoculated oak trees 10% 600 600 600 600 600 600 600 600 600 600 White Spring inoculated oak trees 10% 600 600 600 600 600 600 600 600 600 600Yield per Tree (Kilograms) Black Winter Truffles 0 0 0 0.01 0.04 0.11 0.16 0.22 0.22 0.22 Black Summer Truffles 0 0 0 0.05 0.11 0.22 0.33 0.33 0.33 0.33

White Spring Truffles 0 0 0 0.05 0.11 0.22 0.33 0.33 0.33 0.33Yield per annum (Kilograms) Black Winter Truffles 0 0 0 48 192 528 768 1056 1056 1056 Black Summer Truffles 0 0 0 30 66 132 198 198 198 198

White Spring Truffles 0 0 0 30 66 132 198 198 198 198

Projected Statement of IncomeOther InflowsSubscriptions 1,250.00$ 1,250,000 Second Call 250.00$ R&D Incentives / Export grants 108,000 49,200

1,250,000 - 108,000 49,200 - - - - - - Revenue

Sale of Truffles - at farm gateFarm Gate

price per Kg Black Winter Truffles 1,000.00$ - - - 48,000 192,000 528,000 768,000 1,056,000 1,056,000 1,056,000 Black Summer Truffles 375.00$ - - - 11,250 24,750 49,500 74,250 74,250 74,250 74,250 White Spring Truffles 550.00$ - - - 16,500 36,300 72,600 108,900 108,900 108,900 108,900

- - - 75,750 253,050 650,100 951,150 1,239,150 1,239,150 1,239,150

Total Revenue - - 108,000 124,950 253,050 650,100 951,150 1,239,150 1,239,150 1,239,150

Expenses $Accounting and Audit 6,500 6,500 6,500 6,500 6,500 6,500 6,500 6,500 6,500 6,500 Administration fees 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 Amortisation of Trees - 22,000 22,000 22,000 22,000 22,000 22,000 22,000 22,000 22,000 Corporate expenses - 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 Establishment and Marketing 5.0% 62,500 Depreciation - 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 Farm Operating costs Tree Maintenance 20,000 20,000 20,000 30,000 30,000 30,000 40,000 40,000 42,000 42,000 Fertilisers, pecticides and herbicides 20,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000 21,000 21,000 Insurance, Electricity and Farm Maintenance 10,000 10,000 10,000 10,000 10,000 20,000 20,000 20,000 21,000 21,000 Farm Management 20,000 20,000 20,000 20,000 30,000 40,000 40,000 40,000 42,000 42,000 Harvest costs Harvest hands and truffle cleaners - - - 7,500 15,000 25,000 40,000 50,000 50,000 50,000 Dogs & dog handlers - - - 6,000 12,000 20,000 32,000 40,000 40,000 40,000 Packaging & freight - - - - - 20,000 32,000 40,000 40,000 40,000 Harvest Management - - - - - 25,000 40,000 50,000 50,000 50,000 Sundry - - - - - 5,000 8,000 10,000 10,000 10,000 Truffiere Manager 50,000 50,000 50,000 50,000 50,000

- 199,000 188,500 188,500 212,000 235,500 273,500 340,500 378,500 384,500 384,500

Net Farm Profit (199,000) (188,500) (80,500) (87,050) 17,550 376,600 610,650 860,650 854,650 854,650

Truffle Management and expertise 94,150 152,663 215,163 213,663 213,663 Share Farming Landowner Lease 94,150 152,663 215,163 213,663 213,663 Operating Profit (199,000) (188,500) (80,500) (87,050) 17,550 188,300 305,325 430,325 427,325 427,325

Income tax (55,720) (52,780) (22,540) (24,374) 4,914 52,724 85,491 120,491 119,651 119,651

Net operating Profit after tax $ (143,280) (135,720) (57,960) (62,676) 12,636 135,576 219,834 309,834 307,674 307,674

Dividend Paid 37500 75,000 135,576 219,834 309,834 307,674 307,674 Yield 3% 6% 11% 18% 25% 25% 25%

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Notes Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 102017 2018 2019 2020 2021 2022 2023 2024 2025 2026

Projected Statement of Cashlows

Net operating Profit after tax $ (143,280) (135,720) (57,960) (62,676) 12,636 135,576 219,834 309,834 307,674 307,674 Amortisation of Trees 22,000 22,000 22,000 22,000 22,000 22,000 22,000 22,000 22,000 Depreciation - 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 Cost of inoculated Trees (440,000) - - - Increase in tax provision (55,720) (52,780) (22,540) (24,374) 4,914 52,724 85,491 120,491 119,651 119,651 Income tax paid - (108,206) (119,651) Net cash Flow from Operations (639,000) (151,500) (43,500) (50,050) 54,550 225,300 342,325 467,325 356,119 344,674

Net Cash Flow from Financing activitiesSubscription of Co-operative Shares 1,250,000 - - Dividend Co-operative Shares (37,500) (75,000) (135,576) (219,834) (309,834) (307,674) (307,674)

1,250,000 - - (37,500) (75,000) (135,576) (219,834) (309,834) (307,674) (307,674)

Net Cash Flow from Investing ActivitiesPurchase of Property Plant & Equipment (125,000) (25,000) (100,000)

(125,000) (25,000) - - - - - - - (100,000)

Net Cash Flow 486,000 (176,500) (43,500) (87,550) (20,450) 89,724 122,491 157,491 48,445 (63,000)

Opening bank balance - 486,000 309,500 266,000 178,450 158,000 247,724 370,215 527,706 576,151

Closing bank balance $ 486,000 309,500 266,000 178,450 158,000 247,724 370,215 527,706 576,151 513,151

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Opening Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10Balance 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026

Projected Balance Sheet

Current Assets $Cash - 486,000 309,500 266,000 178,450 158,000 247,724 370,215 527,706 576,151 513,151 Prepayments

- 486,000 309,500 266,000 178,450 158,000 247,724 370,215 527,706 576,151 513,151

Non Current AssetsProperty Plant & Equipmentinoculated Trees 440,000 440,000 440,000 440,000 440,000 440,000 440,000 440,000 440,000 440,000 Amortisation of Trees (22,000) (44,000) (66,000) (88,000) (110,000) (132,000) (154,000) (176,000) (198,000)

- 440,000 418,000 396,000 374,000 352,000 330,000 308,000 286,000 264,000 242,000 Property Plant & equipment 125,000 150,000 150,000 150,000 150,000 150,000 150,000 150,000 150,000 250,000 less accumulated depreciation - (15,000) (30,000) (45,000) (60,000) (75,000) (90,000) (105,000) (120,000) (135,000)

- 125,000 135,000 120,000 105,000 90,000 75,000 60,000 45,000 30,000 115,000

Total Property Plant & Equipment - 565,000 553,000 516,000 479,000 442,000 405,000 368,000 331,000 294,000 357,000 Other - - - - - - - - - -

- 565,000 553,000 516,000 479,000 442,000 405,000 368,000 331,000 294,000 357,000 Total Assets - 1,051,000 862,500 782,000 657,450 600,000 652,724 738,215 858,706 870,151 870,151

Current LiabilitiesPayables - - - - - - - - - - - Provision for Income tax - (55,720) (108,500) (131,040) (155,414) (150,500) (97,776) (12,285) 108,206 119,651 119,651 Dividend - - - (37,500) (75,000) (135,576) (219,834) (309,834) (307,674) (307,674)

- (55,720) (108,500) (131,040) (192,914) (225,500) (233,352) (232,119) (201,628) (188,023) (188,023) Non Currrent Liabilities

- - - - - - - - - - -

Total Liabilities - (55,720) (108,500) (131,040) (192,914) (225,500) (233,352) (232,119) (201,628) (188,023) (188,023)

Net Assets $ - 1,106,720 971,000 913,040 850,364 825,500 886,076 970,334 1,060,334 1,058,174 1,058,174

EquityIssued sharesSubscription of Co-operative Shares 1,250,000 1,250,000 1,250,000 1,250,000 1,250,000 1,250,000 1,250,000 1,250,000 1,250,000 1,250,000 Retained earnings (143,280) (279,000) (336,960) (399,636) (387,000) (251,424) (31,590) 278,244 585,918 893,592 Dividends paid (cumulative) - (37,500) (112,500) (248,076) (467,910) (777,744) (1,085,418)

$ - 1,106,720 971,000 913,040 850,364 825,500 886,076 970,334 1,060,334 1,058,174 1,058,174


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NOTES TO PROJECTIONS

Thefinancial projectionshavebeenpreparedon thebasis that $1.25million is successfully raisedunder thisInformationMemorandum.Theforecastperiodrepresentsthe5yearperiodfortheestablishmentoftheTruffière,withonlyminimalincomebeingreceivedfromthefarmingandsaleoftheTruffles.ThematurationoftheTruffleproductionisexpectedtosubstantiallyincreaseinYear6andgraduallygrowtomaximumyieldsbyYear10.

All applicable revenue and costs are stated net of GST.

1. Sale price of Truffles - “at Farm Gate”

- BlackWinterTruffles-$1,000perkg- BlackSummerTruffles-$375perkg- WhiteSpringTruffles-$550perkg

ThisisbaseduponcurrentTrufflepricesbeingreceivedbyproducersatwholesaleor“FarmGatePrices”in2016.

2. Other Revenue

Research & Development

Year2 Expenditure $240,000

Claim @45% $108,000

Year3 Expenditure $120,000

Claim @41% $49,200

3. Peak Production

Hectares Yields (kg per Ha) Yield Per Tree Full Production

BlackWinterTruffles 12 87.5 0.22 1056

BlackSummerTruffles 1.5 132.0 0.33 198

WhiteSpringTruffles 1.5 132.0 0.33 198

4. Farming Plant & Equipment

Plant $50,000

Pump & Irrigation $50,000

Fencing & Labour $25,000

Shed(Year2) $25,000

$150,000


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9 RISK FACTORS

Investorsareencouragedtoobtainindependentlegal,accountingand/orfinancialplanningadviceinrelationto this Offer.

Setoutbelowisasummaryofsomeoftheriskfactorsassociatedwiththistypeofinvestment.

Please note that there may be other risk factors in addition to theonessetoutbelow,however, theCo-operative believes these to be the major risk factors:

Economic FactorsThe performance of the investment could be affected by domestic and/or international factors. Should either theworld orAustralian economies experiencea downturn, this could in turn impact on distributionsales and other economic factors outside of the Co-operative’s control.

The Federal Government's fiscal and monetarypolicies may also impact on the general economic environment.

Changes in Taxation and Other LawsThe forecast returns to Investors set out in this Information Memorandum are based on the current taxationlaw.Theforecastreturnsmaybeaffectedbyfuturechangestothelaw.

LiquidityUnlikeothersecuritiessuchasShareslistedonastockexchange,theSharesmaynotbetradeable.

Income RiskTheCo-operativeissubjecttoindustryfluctuations,sothatdemandmayvarydependingon,butnotlimitedto,exchange rates,globaloilpricesandothervariablesoutside the control of the Company.

ManagerialThe ability of the Co-operative and other relevant parties to meet their obligations.

Material AgreementsAny default by relevant parties to the material agreements may affect completion dates and projected sales revenues.

Agricultural RisksAny investment in agriculture carries inherent risks in primary production due to matters beyond the control of theCo-operative. The following agricultural riskshave been mitigated to the best ability of the Company.

Drought RisksAdamwithacapacityof160,000cubit litresalreadyexists on the land, this ismore than adequate as awatersupplyfortheTruffière.

Water Availability The project will be irrigated with water from theestablished dam which is located on the site andprovideswaterallyearround.

Water SalinityTherearenosalinityissueswhicharisefromtheuseofwaterfromthedam.

Flood Floodisconsideredalowriskfactorfortheproperty.The topographical plan reveals that the property has a significantvalleythatdrainstheentireproperty.

FrostFrost is not a risk for the project.

Oak trees are native to areas that experience extreme frostsandinfact,areacriticalselectioncriteriabeingarequirementforfrostandextremecoldintheripeningprocessforTruffles.

Hail, Storm and Fire RisksRisks from hail, storm and fire are real. Hail candamage the host trees but is unlikely to destroy them.

TheTruffièreisinsuredagainsthail.

Leaf and branch damage is possible, however thistypeofdamagewillhaveanegligibleeffectonTruffleproduction.

Storm damage can completely remove trees and therefore is a real risk The property itself is adjacent tostate forests. These treesarevery largeandwillworkasashelterforthetreesoftheTruffière.Thesenaturalwindbreakswillassisttoreducethepotentialfor damage.

20

FireisarealrisktotheTruffière.Potentialfiredamagewill bemanaged by the provision of fire breaks andmaintaining the Truffière in a clean and manicuredcondition. The Truffière will be fully irrigated, andinsured.

Pests and Disease DamageThe potential for disease risk to the Oak trees is considered low. There are no known diseases thatcouldcausesignificanttreefatalities.

Truffle YieldsTruffleproductioninthenaturalhabitatisnotoriousforbeing unreliable and spasmodic.

InvestorsshouldbeawarethereisariskthatTruffleswillnotbeproducedinthequantitiesortimeframeasestimated in this Information Memorandum.

Secondary MarketWhilstSharesaretransferable,SharesintheCompanyare currently, and will remain, illiquid because thereis no secondary or public market. Shareholders willgenerally only be able to dispose of their Shares by means of private arrangement and negotiation.

9 RISK FACTORS

21

10 CONDITIONS OF ISSUE

CONDITIONS OF THE ISSUEThe terms and conditions of the Shares issue are as follows:

1. Co-operatives ActShares issued in accordance with these conditionsareShares issuedunder theCo-operativesAct, andas such applicants for the issue of Shares must meet therequisiterequirementsformembershipoftheCo-operative and agree to comply with the RegisteredRulesofNannupTruffleGrowersCo-operativeLimited,as described in the attached Disclosure Statement for a proposed distributing Co-operative registered under the Co-operatives Act 2009 (WA).

2. UndertakingsThe Co-operative must:(a) business: carry on and conduct its business in a

properandefficientmanner;and(b) insurance: (i) insure and keep insured the parts of its property

and assets which are of an insurable natureagainstdamageanddestruction;and

(ii) takeoutandkeepinforceworkers’compensation,public risk and business interruption insurance.

3. Transfer(a) Every Shareholder is entitled to transfer the

Shares or any part of them by an instrument in writingintheusualcommonformorinsuchotherform as the Co-operative approves.

(b) Thetransferorisdeemedtoremaintheownerofsuch Shares until the name of the transferee is entered in the Register.

(c) No fee is to be charged on the registration of any transfer of Shares.

GENERAL

1. NoticesAnynoticeorothercommunicationinconnectionwiththese Conditions or the Shares:

(a) must be in writing addressed to the addressspecifiedbytherecipienttothesenderbynoticefrom time to time and in the case of notice to a Shareholder to that Shareholder’s Registered Address;

(b) mustbesignedbyanofficerorunderthecommonsealofthesender;

(c) is deemed to be given by the sender and received by the addressee:

(i) ifbypost,threedaysafteritisposted;or (ii) if by facsimile transmission or other

electronicmeans,whenreceivedbythe addressee.

but if delivery or receipt is on a day which is not aBusiness Day or is after 4.00pm (addressee’s time) it is deemed to be duly given on the succeeding Business Day;

(d) can be relied upon by the addressee and the addressee is not liable to any other person for any consequences of that reliance if the addresseebelievesittobegenuine,correctandauthorisedby the sender.

2. Exercise of Rights; Non-Waiver; CumulativeRemedies

(a) NofailureonthepartofaShareholder,nodealin exercising, and no course of dealing withrespecttoanyright,powerorprivilegehereunderoperatesasawaiverthereof.

(b) Nosingleorpartialexerciseofanyrightorpowerhereunderandnowaiverofanyright,powerorprivilege hereunder is effective unless made in writing.

(c) The rights and remedies herein provided are cumulative and not exclusive of any rights or remediesprovidedbylaw.

3. GoverningLawandJurisdictionThese Conditions are governed by and construed in accordancewiththelawsofWesternAustraliaandtheapplicable lawsof theCommonwealthofAustralia inforce from time to time.

4. Severability of ProvisionsAnyprovisionoftheseConditionswhichisprohibitedor unenforceable in any jurisdiction is, as to thatjurisdiction, ineffective to the extent only of thatprohibitionorunenforceabilitywithoutinvalidatingtheremaining provisions of these Conditions or affecting the validity or enforceability of that provision in any other jurisdiction.

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INTERPRETATIONSUnlessthecontraryintentionappearsintheConditions:(a) words importing the singular include the plural

andviceversa;(b) wordsimportingagenderincludeanygender;(c) where a word or phrase is given a particular

meaning,otherpartsofspeechandgrammaticalformsofthatwordorphrasehavecorrespondingmeaning.

DEFINITIONSApplication Means the application for membership of the Co-operative as appended to this Information Memorandum.

Business DayMeans a day on which trading banks are open forbusinessinPerth,WesternAustralia.

CertificateMeans a certificate in a form approved by the Co-operative from time to time.

Company or Co-operativeMeansNannupTruffleGrowersCo-operativeLimited.

ConditionsMeans the conditions of issue.

Co-operatives ActMeans the Co-operatives Act 2009 (WA).

Corporations ActMeans the Corporations Act 2001 (Cth).

Disclosure StatementMeans the Disclosure Statement appended at Appendix A as approved by the Government of Western Australia,DepartmentofTradeandCommerceonthe19thMay,2016.

Farm Gate Price Means thewholesaleprice for thepurchasepriceofTrufflesintheSouthWestofWA.

Information MemorandumMeans this document.

InvestorsMeans the person/entity who has completed theApplication Form contained in this Information Memorandum,formembershipwithintheCo-operative.

Issue PriceMeansthefacevalueoftheSharebeing$1,500.

Issue DateMeans the date on which the Company issues theShares.

Land Owner/Share FarmerMeansNannupTruffleFarmPtyLtdATFTheNannupTruffleFarmUnitTrust.

Net Farm Profit MeanstheprofitderivedfromtheactivitiesoftheCo-operative before the service fee attributable to the TruffièreManagerandtheShareFarmingarrangement.

RegisterMeans the register of Shareholders kept by the Company inaccordancewithsection230of theCo-operatives Act.

Registered AddressMeans the address of the Shareholder recorded in the Register.

Service Agreement Means an agreement entered into between the Co-operativeandtheTruffièreManager.

ShareMeans a Share having a face value of $1,500 andissuedinaccordancewiththeseConditions.

Share Farming Agreement Meansanagreemententered in tobetween theCo-operativeandtheLandOwner.

ShareholderMeansaperson/entitywhoistheholderofShares.

Truffière Manager MeansGreatSouthernTrufflesPtyLtd.

10 CONDITIONS OF ISSUE

23

11 APPENDIX A - DISCLOSURE STATEMENT

1

DISCLOSURE STATEMENT

FOR A DISTRIBUTING CO-OPERATIVE

REGISTERED UNDER THE

CO-OPERATIVES ACT 2009 (WA)

NAME OF CO-OPERATIVE:

Nannup Truffle Growers Co-operative Limited

DATE OF LODGEMENT WITH REGISTRAR: 20/04/2016

DATE OF APPROVAL: 20/05/2016

THIS DISCLOSURE STATEMENT IS VALID FOR A PERIOD OF 12

MONTHS FROM DATE OF APPROVAL FOR ISSUE WITHIN THE STATE OF WESTERN AUSTRALIA ONLY

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25


26


27


28


29


30


31

Please complete all relevant sections of the Application Form using BLOCK LETTERS. These instructions are cross-referenced to each section of the Application Form. Further particulars and the correct forms of registrable names to be used in the Application Form are contained in the table over the page.

A Enter the AMOUNT of the Shares youwish toapply for.Achequeorsecuredpayment for theAMOUNT must accompany this application.

B Enter the FULL NAME and TITLE of the person or entity to be recorded as the registered holder(s).

C Enter the POSTAL ADDRESS for all communications. Only one address can be recorded.

D Enter TELEPHONE NUMBERS and an E-mail address for a contact person to speak to if they haveanyqueriesregardingthisapplication.

G Before signing the Application Form the Applicant should read the Offer to which the applicationrelates.

The Applicant agrees that this application is for Shares issued by Nannup Truffle Growers Co-operativeLimited upon and subject to the terms of the offer,and agree to take any investment amount less than the amount indicated in Box A that may be allotted to the Applicant pursuant to the offer and declare that all details and statements made are complete and accurate.

LODGING YOUR APPLICATION

You may choose to complete your Applicationand payment of application money on the websitenannuptruffles.com.auorpleasereturnyourcompletedapplicationformalongwithyourapplicationmoneyto:

Mail to:

NannupTruffleGrowersCo-operativeLimited105RailwayRoadSubiacoWA 6008

Deliver to:

NannupTruffleGrowersCo-operativeLimited105RailwayRoadSubiacoWA 6008

PRIVACY POLICY

Nannup Truffle Growers Co-operative LimitedcomplieswiththePrivacyActandtheNationalPrivacyPrinciples in respect of all information you provide in makinganapplicationforinvestment.YouhavearighttoknowtheinformationtheCo-operative)holdsandtorequireNannupTruffleGrowersCo-operativeLimitedto correct any errors. You can call Nannup TruffleGrowers Co-operative Limited or write to them toobtain details about the information they hold for you.

12 APPENDIX B - INSTRUCTIONS TO APPLICANTS & APPLICATION FORM

32

BEFORE COMPLETING THIS APPLICATION FORM, PLEASE ENSURE YOU HAVE READ AND UNDERSTOOD THE OFFER TO WHICH THIS APPLICATION RELATES, AND READ THE “INSTRUCTIONS TO APPLICANTS”

MEMBERSHIP APPLICATION

To: Nannup Truffle Growers Co-operative Limited (Registered under Co-operatives Act 2009 (WA)

(the “Co-operative”), 105 Railway Road, Subiaco WA 6008. Details of Applicant

Full Legal Name of Applicant

ABN

Mailing Address

Phone Landline: Mobile:

Email

Application and Acknowledgements I hereby apply for Membership of the Co-operative and acknowledge and warrant that: 1. If accepted as a member of the Co-operative I will be bound by contract to the Co-operative’s Rules. 2. I had the right to request to either inspect at the Co-operative’s office, or be sent -

a) a consolidated copy of the rules of the Co-operatives; and b) a copy of all special resolutions applicable to members and passed at a members meeting since the last

AGM of the Co-operative, except special resolutions providing for an alteration to the rules of the Co-operative; and

c) a copy of the most recent financial information reported to Members under the Co-operatives Act 2009 (WA) as amended.

3. I meet the prerequisite requirements for membership of the Co-operative. 4. I am required to subscribe for at least one ordinary share in the capital of the Co-operative. 5. Subscription fee for one ordinary share is $1,500 comprised of $50.00 nominal value plus $1,450.00 share

premium. 6. Subscription fee for each ordinary share is payable $1,250.00 on application with balance of $250.00 payable

over one or more calls. 7. The Co-operative makes no warranty or representation regarding the benefits of membership. 8. This application is based on my own assessment of benefits expected to be derive from Co-operative

membership. 9. The above email address is provided for the purpose of receiving communication from the Co-operative. 10. If accepted as a Member I will ensure the Co-operative has a current email address for member communications. 11. Co-operative is not required to give any reason should this application be declined. 12. If this application is not accepted for any reason a full refund will be made without interest and without deduction.

I hereby apply for the following shares and attach a cheque/or receipt from the secured payment facility on the nannuptruffles.com.au website for the Total Payable on Application i.e. D multiplied by E:

A Nominal

Value Per Share

B Premium Per Share

C Total Cost Per Share

D Payable Per

Share on Application

E Ordinary

Shares Applied For (insert No.)

F Total Payable on Application D multiplied by

E

G Payable Per Share When Called For

$50.00 $1,450.00 $1,500.00 $1,250.00 $ $250.00

Applicant to Sign Here Date

12 APPENDIX B - INSTRUCTIONS TO APPLICANTS & APPLICATION FORM

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Nannup Truffle Growers Co-operative LimitedABN 79 315 285 843

nannup truffle growers co-operative limited...2016/08/01 · nannup truffle growers co-operative...

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