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Preston Avocado Fund Pty Ltd

Information Memorandum

Dated 13th April 2021

For the offer of 4,000,000 Ordinary Shares (25% Equity) in Preston Avocado Fund Pty

Ltd – at an issue price of $1.00 per share.

The Company has secured a 30 year lease on the Preston Vale Estate, for the

purposes of this project, with peak avocado production forecasted to be achieved in

2027.

The investment provides a projected averaged annual payment of greater than 25%

of the initial investment amount for the Project duration.

Unfranked dividends of 1% of the respective investment amount are to be paid

annually to investors from EOFY 2022 to EOFY 2026 as a Company priority, followed

by significant dividend distributions thereafter.

A projected dividend sum of over $1,200,000 is to be distributed to shareholders

annually from EOFY 2027. Dividends distributed annually from EOFY 2027 are

projected to be valued above 30% of the initial investment contribution (please see

0 for further information).

The offer of shares under this document should be considered by potential investors as a

speculative long term investment in the Company. If in doubt, please consult your professional

advisors.

Preston Avocado Fund Pty Ltd of 31

Table of Contents

Important Information........................................................................................... 3

1. Chairman’s Letter .......................................................................................... 6

2. Key Features of the Offer .............................................................................. 8

3. Investor Information ...................................................................................... 9

4. Investment Summary & Objectives ............................................................. 10

5. Corporate Structure ..................................................................................... 11

6. The Offer ...................................................................................................... 13

7. Preston Vale Estate ...................................................................................... 15

8. Avocado Market Analysis ............................................................................ 21

9. Project Feasibility ......................................................................................... 22

10. Project Timeline ........................................................................................... 23

11. Project Manager Details .............................................................................. 24

12. Risks ............................................................................................................. 25

13. Other Important Information ...................................................................... 27

14. Glossary ....................................................................................................... 29


Important Information

This Information Memorandum (IM) dated 1st April

2021 has been prepared by Old Valley Unit Trust ABN

42 025 799 226 in conjunction with Westwall Holdings

Pty Ltd ABN 27 009 415 758 (“Project Manager”,

“OVUT”, “we”, “us”) as the Project Manager for the

Preston Avocado Fund Pty Ltd ACN/ABN 630 261 228

(“Company”, “Project”, “Preston Avocado Fund”).

Neither the Project Manager nor any other person

guarantees the performance of the Company, the

repayment of capital, interest, loans, dividends or any

particular rate of return. An investment into the

Project is subject to both known and unknown risks.

Excluded Offer

The offer of Shares in the Company contained in this IM

is an offer which does not require disclosure for the

purposes of Part 7.9 of the Corporations Act. The

Company is not, nor is it required to be, registered as a

managed investment scheme under the Act.

Participation in this Offer is available only to selected

investors as permitted by subsections 708(1) and (8 –

11) of the Act and to parties whose participation in the

Offer allows the Company to comply with section 708

of the Corporations Act (Eligible Investors).

No Responsibility for Contents

The accuracy, reliability and completeness of

information contained in this IM is not guaranteed and

to the extent permitted by law, the Project Manager

and the Company accepts no liability for any loss or

damage arising from investors relying on any

information contained in this IM. The information

contained in this IM is current as at the date specified

on the front page and is subject to change without

notice.

This IM has been prepared for use by ‘wholesale or

sophisticated clients’ as defined by the Corporations

Act.

This IM is not a product disclosure statement and must

not be provided to ‘retail clients’ as defined by the

Corporations Act.

Generally, Shares will be issued through this IM to

Eligible Investors only. However, the Project Manager

has the discretion to accept applications from people

who are not Eligible Investors, provided these investors

are otherwise permitted by law to participate in the

Offer.

This IM does not constitute, and may not be used for

the purpose of, an offer or solicitation in any

jurisdiction other than Australia or in circumstances in

which such offer or solicitation is not authorised.

No recipient of this IM in any jurisdiction other than

Australia may treat it as constituting an offer to acquire

Shares in the Company.

This offer is only open to Eligible Investors receiving

this IM as a hard copy or electronically within Australia.

To the maximum extent permitted by law, the Project

Manager or any of their associates, related parties,

directors, officers, employees, advisors (including

financial, accounting and legal advisors) or

representatives make any recommendation in relation

to the Company, or make any representation or

warranty, express or implied, as to the accuracy,

reliability or completeness of the information

contained in this IM.


Forward Looking Statements

This IM contains forward looking statements that are

identified by words such as “believe”, “intend”,

“estimate”, “expect” and other words of similar

meaning that involve risks and uncertainties. All

forward looking statements, including those regarding

the Trust’s financial position and investment strategy,

are subject to factors that could cause the performance

of the Trust to differ materially from that expressed or

anticipated in these statements.

The forward looking statements in this IM are based on

numerous assumptions regarding the Company’s

present and future operations and investment

strategies and markets in which the Company

operates. These forward looking statements are

current only at the date of this IM. There is no

assurance that such statements, estimates or

projections will be realised or will apply in the future.

No Financial Advice

The information provided in this IM is general

information only and does not take into account your

personal objectives, financial situation or needs. It is

not intended to be a recommendation by the Project

Manager or any other person to invest in the Company.

The Company nor the Project Manager is licensed to

provide financial product advice in relation to

investments in the Company. You should read this IM

in full and consider your own needs and situation and,

if necessary, obtain your own financial and legal advice

prior to investing in the Company.

No cooling-off rights apply in relation to an investment

in the Company.

No recipient of this IM in any jurisdiction other than

Australia may treat it as constituting an offer to acquire

shares in the Company.

Disclosure of Interests

The Company, the Project Manager and their related

entities may acquire Shares in the Company on the

same terms and with the same rights as other

investors.

Updated Information

The information contained in this IM can change.

Unless the changed information is materially adverse

to you, the Project Manager may not always update or

replace this IM to reflect the changed information.

Confidentiality

This IM is confidential and is provided to prospective

investors for them to consider investing in the

Company. Its use for any other purpose is not

permitted. It must not be reproduced or redistributed,

in whole or in part, and its contents must not be

disclosed to any person.

Currency

All dollar amounts are in Australian dollars, unless

otherwise indicated.

Drawings and photos shown in this IM are for

illustrative purposes only and are not assets of the

Company unless indicated otherwise.


1. Chairman’s Letter

13th April 2021

Dear Investor,

Old Valley Unit Trust, in conjunction with Westwall Holdings Pty Ltd and Avonova Pty Ltd, would like to invite you to

take part in an exciting agricultural venture occurring on the Preston Vale Estate, 20 minutes east of Donnybrook,

W.A.

The Project comprises 65 hectares of avocado plantings, a total of 35,000 Dusa-Hass Avocado trees – Persea

americana. Preston Avocado Fund Pty Ltd has a secured 30 year lease on the Preston Vale Estate.

Preston Avocado Fund Pty Ltd has the following financial analytics over a 30 year duration:

Net Present Value (WACC 6%) Internal Rate of Return

Pre Tax $ 48,044,716 Pre Tax 37.77%

Post Tax $ 32,388,650 Post Tax 31.32%

The investment provides a projected averaged annual payment of greater than 20% of the initial investment amount

for the Project duration.

The Project has two Investment Objectives:

Investment Objective a) A gross 100% return of initial capital contributions by End of Financial Year (EOFY) 2030,

through a substantial dividend distributions scheme. Unfranked dividend payments valued at 1% of the respective

investment amount is to be paid annually to investors from EOFY 2022 to EOFY 2026 as a Company priority.

Investment Objective b) To provide a consistent annual dividend payment of a value greater than 30% of the initial

investment amount from EOFY 2027. For example, a $4,000,000 investment is projected to yield an annual dividend

payment of greater than $1,200,000.

Eligible Investors are invited to purchase up to 4,000,000 Ordinary Shares at $1.00 per share. Over-Subscriptions will

be accepted at the discretion of the Project Manager. The projected returns are subject to change due to agricultural

variance.

Publicly listing the Company on the Australian Securities Exchange (ASX) is an option the Board will continually

review over the lifespan of the Project. The Project Manager will privately finance excess expenses the Company

may experience to maintain a positive balance sheet across the lifespan of the Project.

A commission of up to 5% of the respective investment amount will be paid to third parties who assist in the capital

raising.

Preston Avocado Fund has a secured 30 year lease of 65 hectares of established irrigation area on the Preston Vale

Estate, on which the 35,000 Dusa-Hass avocado trees will be cultivated. The avocado orchard is planned to be 550

trees per hectare with an anticipated yield of 48 kilograms per tree per annum at full production. Investors who

participate in this capital raising are invited as priority to invest in the second raising to develop a further 65 hectares

of avocado orchards on the Preston Vale Estate. The second raising is expected to be take place in April 2022.

Yours Sincerely,

Dudley Mitchell

Chairman of the Board


2. Key Features of the Offer

This section provides a summary of the key features of an investment in the Company. It is not intended to be

exhaustive. You should read the entirety of this IM to make an informed decision about whether to invest in the

Company.

Feature Overview

Structure of the offer Old Valley Unit Trust ABN 42 025 799 226 in conjunction with Westwall Holdings

Pty Ltd ABN 27 009 415 758 (OVUT) as Project Manager for the Preston Avocado

Fund Pty Ltd is an unregistered managed investment scheme structured as a

Proprietary Limited Company and established by its Constitution dated

01/04/2021.

Application amount Applications may be made for purchase of up to 4,000,000 Ordinary Shares in Preston Avocado Fund for $1.00 per share. The Minimum Investment amount is $50,000, or 50,000 fully paid Ordinary Shares. The Project Manager may waive the Minimum Application amount at its

discretion.

Minimum Subscription amount The Minimum Subscription amount under this offer is 2,000,000 fully paid

Ordinary Shares issued at $1.00 per share. If the Minimum Subscription amount

is not reached, the Project Manager has the right to decrease the size of the

Project to a smaller total number of hectares planted.

Maximum Subscription amount The total number of Shares on offer is 4,000,000 Ordinary Shares issued at $1.00 per Share. The Project Manager will accept investment amounts larger than the Maximum Subscription amount at its discretion. If the Maximum Subscription amount is reached, the Project Manager will accept further applications to increase the size of the Project to a larger total number of hectares planted, up to a maximum of 130 hectares.

Purpose of the offer The funds raised from this Offer will be used to assist with the purchase of

trees, equipment and other upfront and operating capital on the Preston Vale

Estate upon which the purchased Dusa-Hass Avocado trees will be cultivated.

Projected returns to investors By holding Ordinary Shares in the Company and subject to satisfactory

completion of the Project as outlined in this IM, Eligible Investors will be entitled

to a return of their capital and a proportionate share of the Projects’ profits by

way of annual distributions.

Expected term of the investment The Project is expected reached peak production and distributions payments 84 months after the closing date of the offer. The Company holds a secured lease on the land for a 30 year period from June 2021.

Key dates The offer opens as at the date of this IM.

The Closing Date is the 31st of August 2021. Over Subscriptions will be accepted

by the Project Manager. The Project Manager has the right to extend the closing

date at its discretion and without notice.

Who can invest The Offer is only available to persons who qualify as wholesale clients (as

defined in section 761G of the Corporations Act) or sophisticated investors (as

defined in section 761GA of the Corporations Act) (collectively, Eligible

Investors).


3. Investor Information

Feature Overview

Application Money The Project Manager has authorised Old Valley Pty Ltd ABN 49 128 777 042 to hold

all Application Money in its designated bank account until the Minimum Subscription

Amount is achieved. Whereby the Minimum Subscription is reached, the Project

Manager will issue shares in the Company to Eligible Investors and the application

monies will be transferred to the Company in order to commence development of

the Project

Issue of Shares Ordinary Shares in the Company will be issued on or before the Closing Date once

the Minimum Subscription Amount is achieved.

Ownership OVUT will maintain the controlling share of the Company through Ordinary

Shares holdings. Eligible Investors will be issued Ordinary Shares in the Company of

up to 4,000,000 Ordinary Shares.

Liquidity You will not have a right to withdraw your investment. This is a fixed-term

investment with no ongoing liquidity and your investment should be viewed as

illiquid with no redemption rights.

Tax information Before investing, you should obtain your own independent tax advice, taking into

account your own individual circumstances. Where this IM states ‘Post Tax’ it refers

to the projected cashflow of the Project after paying company tax of 30% on annual

incomes minus expenses. Otherwise all figures should be considered as Pre-Tax.

Commissions The Project Manager will pay a commission of up to 5% of the contributed investment amount to third parties who assist in the capital raising.

Making an Application

Applications must be completed electronically through the Olivia123 online application portal (“Olivia123”).

Investments into the Project can be made by completing an application through Olivia123. You can access the

application page through Olivia123 website directly, or through the Preston Vale Estate website:

Preston Vale Estate: www.prestonavocadofund.com.au

Olivia123: www.olivia123.com

The Minimum Application amount for the Project is $50,000, or 50,000 fully paid shares. For more information about

how to make an investment or for further information about the Project please contact

Joel Wynhorst, Preston Avocado Fund Secretary

Phone: +61 466 382 454

Email: [email protected]

Website: www.prestonavocadofund.com.au

Application monies must be deposited into the Old Valley Pty Ltd Account:

Bank: National Australia Bank

BSB: 086-554

Acc. Number: 240219829

We reserve the right to accept or reject applications in whole or in part at our discretion. We have the discretion to

delay processing applications where we believe this to be in the best interest of the Project’s investors. You will be

required to register, confirm your acceptance of the terms and conditions, and download a copy of this IM prior to

proceeding. The online application includes the option of completing your AML and KYC requirements online, and

submitting the application directly using an electronic signature.


4. Investment Summary & Objectives

Net Present Value (WACC 6%) Internal Rate of Return

Pre Tax $ 48,044,716 Pre Tax 37.77%

Post Tax $ 32,388,650 Post Tax 31.32%

The investment provides a projected averaged annual payment of greater than 25% of the initial investment amount

for the Project duration.

The Project has two Investment Objectives:

Investment Objective a) A gross 100% return of initial capital contributions by End of Financial Year (EOFY) 2030,

through a substantial dividend distributions scheme. Unfranked dividend payments valued at 1% of the respective

investment amount is to be paid annually to investors from EOFY 2022 to EOFY 2026 as a Company priority.

Investment Objective b) To provide a consistent annual dividend payment of a value greater than 30% of the initial

investment amount from EOFY 2027. For example, a $4,000,000 investment is projected to yield an annual dividend

payment of greater than $1,200,000.

Investment Example: Projected annual payments made for a $4,000,000 initial investment amount:

Structure: Eligible Investors are invited to purchase up to 4,000,000 Ordinary Shares in Preston Avocado Fund Pty

Ltd. Ordinary Shares are offered at $1.00 per share.

Dividends: Unfranked dividend payments valued at 1% of the respective investment amount is to be paid annually to

investors from EOFY 2022 to EOFY 2026 as a Company priority. Dividend distributions made from EOFY 2027 will be

paid from 87.5% of the annual Company profit and distributed among shareholders in June each calendar year from

June 2028. The remaining Company profits will be reinvested into the Project as operational and maintenance

expenses. Dividend distributions are subject to change with agricultural variance and are not guaranteed.

$-

$200,000

$400,000

$600,000

$800,000

$1,000,000

$1,200,000

$1,400,000

An

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al E

arn

ings

Financial Year


5. Corporate Structure

Entity Shares

OVUT 12,000,000 Ordinary Shares 75%

Investors 4,000,000 Ordinary Shares 25%

Total 16,000,000 Ordinary Shares 100%

The price of the Ordinary Shares under this IM is $1.00 per share.

The Project Manager will contribute exclusive rights to major freshwater resources and the acquisition of an

experienced leadership team and advisory panel. Westwall Holdings Pty Ltd in conjunction with Avonova Pty Ltd will

be contracted as the responsible parties to undertake all works for the Project as per the budget prepared by OVUT.

Staff employed through the Company are permitted by the Project Manager to assist in works not exclusive to the

avocado orchard on the Preston Vale Estate. Old Valley Unit Trust and Westwall Holdings Pty Ltd is associated with E.

H. Stroud, Avonova Pty Ltd is associated with D. Mitchell.

The Project Manager will ensure the Company cashflow will maintain a positive annual and period cashflow through

contribution of external capital outside of the avocado supply chain, including from Queen Garnet and Vitaplum

revenue. The Project Manager will finance any further upfront and ongoing capital and operating costs the Project

may incur that have not been considered in the budget.


The Board

Chairman - Dudley Mitchell

Mr. Mitchell, the General Manager of Avonova Pty Ltd, will provide the Project with expertise

on avocado growth and orchard management. Mr. Mitchell currently manages 100 hectares

of avocado orchards – 80,000 trees – at the Avonova Nursery in Pemberton, W.A. Mr. Mitchell

has over 20 years’ experience in Horticulture management practice, including 5 years of

intimate avocado production and orchard management, and as a Director at Avocados

Australia, the peak national body for the industry, and as a Nuffield Scholar – a prestigious

scholarship program designed to develop global leaders in intensive agriculture industry.

BScAgric, MScAgric, MBA

Director – Gregg Fremantle

Mr. Fremantle has held multiple executive roles, including Chairman of an ASX listed

company. His business experience includes previous work as a stockbroker, and project

management for numerous multi-national companies. Mr. Fremantle will bring significant

corporate experience, leadership and a broad knowledge of project management to the

board.

Director – Joel Wynhorst

Mr. Wynhorst has experience in agricultural supply chain management through completion

of a Bachelor of Science (Honours), specialising in agribusiness, aquaculture and environment.

Mr. Wynhorst is a Global Voices Scholar and has represented both Curtin University and

Australia at the United Nations.

BSc(Curtin), BSc(Hons)(Curtin)


6. The Offer

Use of Funds from the Offer

Funds raised from the issue of Shares under this Information Memorandum will be used to:

> Reimburse the Project Manager for monies previously expended in getting the property under contract and

undertaking due diligence investigations;

> Engage Consultants to provide advice on orchard planting and management;

> Purchase the juvenile avocado trees from Avonova Pty Ltd;

> Undertake land preparations on the site, including but not limited to bulldozing, trellising and irrigation;

> Undertake all works for the Project to achieve the Investment Objectives within the timeframe of the

Project, as outlined in the prepared budget by the Project Manager;

> Provide a cash buffer as determined to be appropriate by the Project Manager;

> Pay administration costs associated with the Project

Distributions are not guaranteed, and neither are any capital returns. An investment in the Project comes with risks

associated with investing in large scale agricultural orchards (Please see Section 12).

Amount being raised from the Offer

The Project Manager is seeking to raise the amount of $4,000,000 under this IM. Over subscriptions will be assessed

and accepted by the Project Manager at its own discretion. Please contact OVUT directly to discuss Over

Subscriptions.

If the Minimum Subscription Amount of $2,000,000 is not raised by the Closing Date, or such other date as

determined by the Project Manager, then the Offer may not proceed, and Application Money will be returned as

soon as practicable by the Project Manager.

OVUT has been issued 12,000,000 Ordinary Shares in the Company, in consideration of the monies already expended

in the Project and the contributions OVUT has provided to make the Project possible. The Trustee for OVUT will

allocate its shares to its unit holders and associates at its own discretion.

Offer Closing Date

The Closing Date is 31st August 2021. Any applications received on or before the Closing Date that have been

accompanied by Application Money will be granted an allocation of Shares in the Company. The Project Manager

reserves the right to close the Offer earlier than the Closing Date or extend the Offer after the Closing Date at their

discretion and without notice.

Investment Price

Ordinary Shares in the Company will be issued at $1.00 each. The Minimum Application amount $50,000, or 50,000

fully paid shares. The Project Manager reserves the right to accept applications for lower amounts, at its discretion.

Issue of Shares

If your application is accepted by the Project Manager upon reaching the Minimum Subscription amount, the Project

Manager expects to issue Shares to you on or before the Closing Date. There is no cooling off period under this IM,

meaning you cannot withdraw your application once it has been accepted by the Project Manager.


7. Preston Vale Estate

The Preston Vale Estate (formerly known as Preston Vale Vineyard) is located at 2038 Donnybrook Boyup-Brook

Road, approximately 20 minutes’ drive south of the Collie CBD and 20 minutes East of Donnybrook. The site is

nestled in the Geographe Wine Region’s Preston Valley, and was Western Australia's largest single vineyard planting

at its establishment in 1999. The total area of the property is 544.02 Hectares of rolling hills.

Preston Vale Estate has eight (8) titles on the land, currently owned by OVUT. 65 hectares will be leased on the

Preston Vale Estate to provide the Company with ease of access to the cultivation site and provide the Company

with water rights as required.

Region Map

Real Property Description of the Land PRESTON VALE ESTATE

Current Registered Owner OLD VALLEY UNIT TRUST

Local Authority SHIRE OF DONNYBROOK - BALINGUP

Zoning GENERAL AGRICULTURE AND PRIORITY AGRICULTURE

Title and Statutory Details

Preston Vale Estate


Competitive Advantage

Freshwater dam

A 1.6 billion litre freshwater dam is located at the rear of the Preston Vale Estate. The dam is a catchment for rainfall

runoff from the surrounding Grimwade State Forest and provides unrivalled access to potable freshwater. Expansion

of the existing dam infrastructure on the Preston Vale Estate is projected to provide access to a further 300 million

litres of water.

Preston Valley Irrigation scheme

The Project Manager has secured over 500 million Litres of freshwater from the Preston Valley Irrigation Scheme.

Preston Valley Irrigation Co-operative is an Irrigator owned and managed water company with the key functions

being to distribute water, ensure sustainable environmental management and optimise scheme expansion

opportunities for the benefit of its members. The cost of the water is significantly less than what would otherwise be

provided by an independent external supplier.

The Project is forecasted to have access of up to a total of 1.2 billion litres of freshwater annually.

Location

The site also boasts a more central location than most other Western Australian Avocado producers. A major

production hub, Pemberton, is an extra 1 hour and 30 minute drive from Fremantle Port compared to Preston Vale

Estate, therefore increasing the competitiveness of the site when introducing the product to overseas markets, such

as Indonesia, Vietnam, China and Japan, all of which have been identified as high potential export targets for

Avocado producers in W.A by the Department of Primary Industries and Regional Development (DPIRD).

Employment

A closer proximity to central employment hubs such as Collie and Bunbury will provide Preston Avocado Fund with

ease of access to staff for peak harvesting times, as well as increasing the social sustainability of these centres by

growing the number and diversity of jobs available to the local workforce. The Project Manager may, where

necessary and as required, use staff employed by the Project to assist in works across the Preston Vale Estate, which

may increase the overall profitability of the Company, such as through improvements to site roads and

infrastructure.


Queen Garnet & Vitaplum

The Project Manager will, as necessary, use the income provided from sales of Queen Garnet and Vitalplum fruits

which are cultivated across 40 hectares on the Preston Vale Estate. The plum orchard will include a total of 35,000

Queen Garnet and Vitaplum trees, with the associated income supporting the early cashflow and dividend

distributions of the Project.

The plums have been identified as a ‘superfood’ with multiple health benefits.

Specifically, researchers have found daily consumption Queen Garnet plum nectar can decreases the risk factors of

metabolic syndrome. Metabolic syndrome is a group of conditions which increase the risk of heart disease, stroke

and type 2 diabetes. Queen Garnet plums are said to have up to seven times the antioxidants of other commercial

plum varieties and up to six times the antioxidant content of blueberries. In the first human trials conducted by the

University of Wollongong in 2017, scientists found consumption of a single serve of 300ml of Queen Garnet nectar

significantly lowered blood pressure.

A Victoria University clinical trial published in the Journal of Functional Foods in March, found Queen Garnet nectar

reduced blood pressure, fasting glucose, insulin and LDL (bad) cholesterol levels in overweight and obese patients

who consumed it over three months.

The Project Manager has secured the only license in Western Australia to cultivate the plums.


Climate

Temperature

The Donnybrook region experiences average annual maximum temperature of 23.7°C, and an average annual

minimum temperature of 10.4°C (1991-2020). The chart below illustrates the monthly mean temperature of the

region over the years of 1991 – 2020. Data collected from the Bureau of Meteorology (2021).

Rainfall

The Donnybrook region experiences an average annual rainfall of 891mm (1991 – 2020). The chart below illustrates

the seasonal variation between summer and winter months. The region experiences a wet winter period between

May and September when the majority of rainfall is received. In the drier summer months between November and

March, access to freshwater will be of vital importance. Data collected from the Bureau of Meteorology (2021).


Sunlight

The Donnybrook region experiences, on average, 93 clear days annually (1991 – 2020). This is equivalent to the

number of days where a minimum of 75% of the sky is not covered by cloud between 9am and 3pm. The chart below

illustrates the monthly mean clear days of the region over the years of 1991 – 2020. Data collected from the Bureau

of Meteorology (2021).

Avonova Nursery

The Project Manager has acquired the services of Dudley Mitchell, an expert Horticultural Consultant with

specialisation in Avocado nursery and juvenile plant cultivation. Mr. Mitchell owns and operates a private

consultancy business, Horticultural Cultivation and Management Services (HCMS), specialising in the avocado

industry with experience in open field and protected cropping.

Mr. Mitchell currently manages an 80,000 tree avocado orchard in Pemberton, W.A and has 5 years of dedicated

avocado orchard management experience.

HCMS provides Project management and consulting services to horticultural enterprises in the avocado, vegetable

and cut-flower industries in Western Australia. The company is also the agent for WiSA Irrigation in WA - installing

and backing up state of the art irrigation control and monitoring equipment.

Mr. Mitchell is also a previous Director of Avocados Australia Limited, the peak industry body for the avocado

industry in Australia. As a Director for Western Australia, Mr. Mitchell represented the interests of West Australian

producers on a national scale and try to influence the strategic direction of the industry for the benefit of its

members.

Mr. Mitchell is a Nuffield Scholar, and have extensive experience in Avocado orchard management and intensive

production. The Nuffield Scholarship’s key priority is to develop leadership in agriculture to create change. The

program exposes scholars to global agriculture and challenges them to research a topic of interest for the benefit of

their particular industry. The program takes place over 2 years, the first year entailing 16 weeks of travel including a

Global Focus Program and personal travel culminating in a written report of the scholar’s findings, and the second

year involving the dissemination of the information and recommendations gleaned from the research to their

particular industry.


8. Avocado Market Analysis

Domestic Market

In Western Australia, avocados are mainly cultivated in the south-west, accounting for more than 80% of the total

value of production. Hass avocados are the dominant variety produced in this region.

The domestic avocado industry has experienced almost exponential growth in planting, increasing almost 600% since

2000. About 50–80% of the total WA production is supplied to Eastern States markets. This percentage varies

because alternate bearing affects yield considerably. These large variations in seasonal yields and demand can also

lead to fluctuations in market price, which can range from a low of $30 per tray to highs of $60 per tray (wholesale).

Western Australia is the fastest growing region for avocados in Australia and presently contributes about 38% of the

national supply, filling the high demand period over spring and summer (August - February).

In 2017/18, the WA industry produced 19,236 tonnes (Avocados Australia Limited). The 2017/18 production is

slightly down from a few years ago with 22,961 tonnes produced in 2015/16. WA contributes 25% of Australian

production while Queensland produces 62% of Australia's avocados.

The current estimated value of the avocado industry in W.A is $130 million (Department of Agriculture).

The domestic per capita consumption of 3.8kg per person is expected to increase to 7.1kg per person by 2035.

While the local Western Australian market is important, a modest but growing percentage is exported to several

overseas destinations including Malaysia, Singapore and the United Arab Emirates. For perspective, the percentage

of exported avocados over all of Australia was 2.3% of total production in 2017/18.

International Market

The global avocado market is expected to grow at a compound annual growth rate (CAGR) of 5.72% to reach a total

market size of US $17.905 billion by 2025, increasing from US $12.824 billion in 2019. The global avocado trade in

2019 was 2.6 million tonnes.

Latin America and the Caribbean are the leading global avocado producing regions. South America has the natural

advantage of tropical weather conditions and proximity to the United States (one of the largest import markets for

avocados). This has resulted in the formation of the export-oriented market in the region. The production and trade

of avocados are expected to increase on account of rising disposable income and growing consumer awareness in

different parts of the world. However, changing climatic conditions is restraining the region's production potential as

small island states are experiencing destructive effects of growing frequent tropical storms. Avocado production in

the region is heavily impacted by the weather conditions and therefore highly variable annual production figures.

Avocado is considered an ideal food for teenagers on account of its rich food content and composition as a healthy

snack. Increased health awareness and advice received among the young adult demographic has led to a steady

climb in popularity, which is expected to grow further in the coming years. The growing working population in

various parts of the world is expected to drive the growth of the market in developing countries such as India, China

and Indonesia.


9. Project Feasibility

Annual Cashflow (Pre-Tax, Excluding Finance, Excluding Dividends) for first 10 years

Year Start 1-Jul-21 1-Jul-22 1-Jul-23 1-Jul-24 1-Jul-25

Year End 30-Jun-22 30-Jun-23 30-Jun-24 30-Jun-25 30-Jun-26

Cashflow -$ 1,399,273 -$ 2,201,108 -$ 1,586,546 -$ 300,896 $ 790,929

Acc. Cashflow -$ 1,399,273 -$ 3,600,381 -$ 5,186,927 -$ 5,487,822 -$ 4,696,893



Cashflow $ 3,446,293 $ 5,993,820 $ 5,593,820 $ 5,593,820 $ 5,593,820

Acc. Cashflow -$ 1,250,600 $ 4,743,220 $ 10,337,040 $ 15,930,860 $ 21,524,680

Incomes (Pre-Tax) for first 10 years



Annual Sum

$ - $ - $ - $ 1,934,010 $ 3,711,736



Annual Sum $ 7,618,827 $ 10,451,468 $ 10,451,468 $ 10,451,468 $ 10,451,468

Expenses (Pre-Tax) for first 10 years



Capital $ 571,773 $ 915,000 $ 200,000 $ 250,000 $ 428,750

Operating $ 827,500 $ 1,286,108 $ 1,386,546 $ 1,984,906 $ 2,492,057

Annual Sum $ 1,399,273 $ 2,201,108 $ 1,586,546 $ 2,234,906 $ 2,920,807



Capital $ 657,500 $ 300,000 $ 700,000 $ 700,000 $ 700,000

Operating $ 3,515,034 $ 4,157,648 $ 4,157,648 $ 4,157,648 $ 4,157,648

Annual Sum $ 4,172,534 $ 4,457,648 $ 4,857,648 $ 4,857,648 $ 4,857,648

Incomes calculated using a sale price of $33.06 per tray of avocados, or an average of $160,500 per ha.

All presented figures are theoretical in nature and are subject to change with agricultural variances.


10. Project Timeline

Date Objective

April 2021 Opening date of the Offer, this IM is made available to Eligible Investors

April - Oct 2021 Avocado trees are ordered from Avonova Pty Ltd

August 2021 Closing Date of the Offer, Shares are distributed among Investors

August 2021 Land Preparations begin

August 2022 Land Preparations conclude

Oct - Dec 2022 Trees are planted

Nov 2024 - Feb 2025 First Harvest


11. Project Manager Details

The Project Manager – Old Valley Unit Trust in conjunction with Westwall Holdings Pty Ltd – is involved in

multifaceted asset management and specialist investments across a diverse profile of agricultural projects. OVUT has

a history of partnering with highly skilled investment managers with proven capabilities to deliver quality

investments. OVUT is the 100% owner of the Preston Vale Estate.

OVUT, as the Project Manager, will administrate all investment applications made for the Project. The Project

Manager has the right to complete all works for the project as outlined in this IM and as stated in the Company

Constitution. For more information about OVUT, how to make an investment or for further information about the

Project please contact:

Joel Wynhorst, Preston Avocado Fund Secretary

Phone: +61 466 382 454

Email: [email protected]

Website: www.prestonavocadofund.com.au


12. Risks

General Investment Risks

All investments carry risks. Different investment strategies may carry different levels of risk, depending on the assets

acquired under the strategy. Assets with the highest long-term returns may also carry the highest level of short-term

risk. The significant risks below should be considered in light of your risk profile when deciding whether to invest in

the Project. Your risk profile will vary depending on a range of factors, including your age, the investment time frame

(how long you wish to invest for), your other investments or assets and your risk tolerance.

OVUT does not guarantee the liquidity of the Projects’ investments, repayment of capital or any rate of return or the

Project’s investment performance. The value of the Project’s investment returns will vary. Returns are not

guaranteed and you may lose money by investing in the Project. The level of returns will vary and future returns may

differ from past returns. Laws affecting capital investments may change in the future. The structure and

administration of the Project is also subject to change.

In addition, we do not offer advice that considers your personal financial situation, including advice about whether

the Project is suitable for your circumstances. If you require personal financial or taxation advice, you should contact

a licensed financial adviser and/or taxation adviser.

Investments and share market conditions

Planning risks: All development projects require planning approval from the relevant authorities. There are risks that

such approvals may not be obtained within expected timeframes, may not be granted in the form anticipated, or

may not be granted at all.

Project duration risk: There is a risk the time to complete a project may exceed the scheduled timeframe. This may

have a negative impact on the performance of the asset and returns to investors in that investment opportunity.

Construction cost escalation Risk: There is a risk that construction and establishment costs for the Project will

escalate.

Tax Risk: Changes in relevant taxes, legal and administration regimes, accounting practice and government policies

may adversely affect the financial performance of the Company.

Global Financial Markets Risk: Changes in both Australian and world economic conditions may adversely affect the

financial performance of the Company. Factors such as inflation, currency fluctuations, interest rates, industrial

disruption and economic growth may impact on future operations and earnings. A general economic downturn may

have a significant economic impact on the value of Shares and potential returns to investors.

Currency Risk: Fluctuations in the Australian Dollar (AUD) exchange rate may positively or negatively impact the

Project’s forecasted performance and competitiveness in international supply chains.

Liquidity Risk: An investment in the Project should be treated as an illiquid long-term investment because there is no

secondary market for Shares. If you wish to exit your investment prior to the end of the term you will need to find a

buyer for your shares. There is no established secondary market for shares in the Project. The Board will continually

review the option to publicly list the Company on the Australian Securities Exchange over the lifespan of the Project.

Conflict of Interest Risk: The Project may be affected by certain inherent conflicts of interest. Despite adhering to

best corporate governance practices, there is a risk these conflicts may not be managed appropriately.

Litigation Risk: OVUT may become involved in disputes and possible litigation during its management of the Project.

OVUT is under an obligation to protect the value of the assets and may become involved in disputes in respect of a

property, such as for warranty or defects claims against builders and their subcontractors. The results of dispute

processes and litigation are often uncertain and are subject to appeal. There is always a possibility that general

business operations may be affected both financially and through the diversion of significant senior management

time in running those proceedings.


Insurance Risk: The assets of the Project will be insured in line with industry practice. However, no assurance can be

given that a particular risk or combination of risks is insurable, or that even if insured, the insurance policy will

respond in full or at all. Any losses due to uninsured risks may adversely affect the performance of the investment

opportunity and may lead to unforeseen expenditures which must be covered from capital or through new

borrowings. Increases in insurance premiums (particularly after a significant claim is made) may also adversely affect

the investment opportunity’s performance and returns to investors in that investment opportunity.

Competition Risk: An increase in the number of avocado producers within the saleable region of where the Project is

located may result in greater competition and difficulty in sale of produce or decreased market demand, which may

cause decreased returns for investors on their investment.

Interest Rate Risk: Fluctuations in interest rates may affect the performance of the investment opportunity.

Distributions Risk: Dividend distributions are subject to agricultural and orchard variance and are subject to change

over the lifespan of the Project. The proposed dividend distributions are theoretical projections only and are not

guaranteed and may be significantly lower or higher than the projected amount as outlined in this IM. The Board has

the right to distribute further shares in the Company at the current market price where the Company is unable to

meet its proposed dividend distributions to investors.

Specific Investment Risks

The risks associated specifically to an investment in this Project are listed below. The Project may include but is not

limited to the below risks. The board, its directors or any of its associates claim responsibility over loss incurred to

investors due to risks associated with agricultural variances.

Direct Market Risk: Fluctuations to the product sale price, domestic and international demand for the product or

other factors may influence the performance of the investment. These factors may materially adversely affect the

market price of the securities of the Company regardless of the Company's operational performance. Neither the

Company nor the Directors warrant the future performance of the Company, or any return of an investment in the

Company.

Biotic Risks: Avocado trees are susceptible to root rot and fungus in soils that are not well drained. OVUT has

acquired the services of Avonova Nursery, where the Dusa-Hass strain of avocados have been developed specifically

to combat root rot and diseases related to poor drainage soils. The Preston Vale Estate has also been assessed by an

experienced team of agricultural industry leaders to be well suited for an avocado plantation, because of the soil

quality and structure.

Atmospheric/Abiotic Risks: Potential changes to the regions climatic patterns have also been accounted for however

may still significantly impact the investment return and objectives of the Project. The Preston Vale Estate has

undergone significant expansion of its existing infrastructure to ensure the property is well suited to minimise long

term variability to rainfall and temperature. The 1.6 billion litre freshwater dam situated on the property, the

Preston Valley Irrigation Scheme and further expansion of the sites existing dam infrastructure will provide the

Project with a secure annual supply of 1.2 billion litres of water for year-round irrigation.

Increasing extreme weather event frequency and severity is a risk to the Project. Extreme weather and natural

events include but are not limited to hailstorms, earthquakes, fire, drought, flooding, cyclones and extreme winds.

Extreme weather events are subject to the natural atmospheric and planetary cycles, OVUT does not claim any

responsibility to losses incurred as a result of extreme weather or natural events.


13. Other Important Information

Your privacy

The Australian Privacy Principles contained in the Privacy Act 1988 (Cth) (“Privacy Act”) regulate the way in which we

collect, use, disclose, and otherwise handle your personal information. OVUT is committed to respecting and

protecting the privacy of your personal information, and our Privacy Policy details how we do this.

It is important to be aware that, in order to provide our products and services to you, OVUT may need to collect

personal information about you and any other individuals associated with the product or service offering. In addition

to practical reasons, this is necessary to ensure compliance with our legal and regulatory obligations (including under

the Corporations Act, the AML/CTF Act and taxation legislation). If you do not provide the information requested, we

may not be able to process your application, administer, manage, invest, pay or transfer your investment(s).

You must therefore ensure that any personal information you provide to OVUT is true and correct in every detail. If

any of this personal information (including your contact details) changes, you must promptly advise us of the

changes in writing. While we will generally collect your personal information from you, your broker or adviser or the

Investment Manager and Administrator directly, we may also obtain or confirm information about you from publicly

available sources in order to meet regulatory obligations.

The Constitution

Preston Avocado Fund Pty Ltd will be governed by a constitution that sets out the Company’s operation (the

“Constitution”). The Constitution, together with the Company’s IM, the Corporations Act and other laws, regulate

our legal relationship with investors in the Company. If you invest in the Company, you agree to be bound by the

terms of the Company’s IM and the Company’s Constitution. You can request a copy of the Constitution free of

charge from OVUT. Please read these documents carefully before investing in the Company. We may amend the

Constitution from time to time in accordance with the provisions in the Constitution and the Corporations Act.

GST

Preston Avocado Fund Pty Ltd is registered for GST. The issue or withdrawal of Shares in the Company and receipt of

distributions are not subject to GST. The Company may be required to pay GST included in management and other

fees, charges, costs and expenses incurred by the Company. Investors should seek professional advice with respect

to the GST consequences arising from their Shareholding.

Disclaimers

The Project Manager has, to the best of its ability, produced this document with the most accurate and up to date

information, as it appears available on publicly accessible databases. Appropriate financial advice should always be

sought before making a decision related to investment. OVUT emphasises that investments of this nature are subject

to varying degrees of volatility and external environmental factors. Past performance is not an indication of future

performance. In preparing our document content, individual circumstances, for example tax implications, have not

been considered and it may, therefore, not be applicable to an individual's situation. Before making an investment

decision, you should consider your circumstances and whether the information in our document is applicable to your

situation. This document was prepared in good faith and we accept no liability for any errors or omissions.

Neither OVUT, its affiliates, nor the content providers guarantee the data or content contained herein to be

accurate, complete or timely nor will they have any liability for its use or distribution. You should consider the advice

in light of these matters and if applicable, the relevant Product Disclosure Statement before making any decision to

invest. Our publications, ratings and products should be viewed as an additional investment resource, not as your

sole source of information. Past performance does not necessarily indicate a financial product’s future performance.

To obtain advice tailored to your situation, contact a professional financial adviser. The information provided by Old

Valley Unit Trust in conjunction with Westwall Holdings Pty Ltd on this document is for general informational

purposes only. All information provided in this document is provided in good faith, however we make no


representation or warranty of any kind, express or implied, regarding the accuracy, adequacy, validity, reliability,

availability or completeness of any information in this document.

All projected figures including repayments, interest and dividends are subject to change with agricultural variance.

The projected returns presented in this document are not guaranteed and are subject to increases or decreases due

to respective increases or decreases in product output and sale price. Agricultural and environmental factors

including but not limited to disease, extreme weather events, climactic changes, changes to soil salinity, changes to

the Australian Dollar exchange rate may significantly alter the projected returns presented here.

Under no circumstances shall we have any liability to you for any loss or damage of any kind incurred as a result of

your investment. Your investment is solely at your own risk.

This IM has been prepared for use by ‘wholesale or sophisticated clients’ as defined by the Corporations Act. This IM

is not a product disclosure statement and must not be provided to ‘retail clients’ as defined by the Corporations Act.

Generally, Shares will be issued through this IM to Eligible Investors only. However, the Project Manager has the

discretion to accept applications from people who are not Eligible Investors, provided these investors are otherwise

permitted by law to participate in the Offer.

This information memorandum and accompanying material is provided to you by OVUT on a private and confidential

basis. Recipients must:

keep the information (as defined below) strictly confidential;

store the information in a secure place;

use the information only in connection with this discussion with OVUT; and

return or destroy the information and delete any files downloaded to their computer system in regard to

information provided by OVUT.

For the purpose of the above, “Confidential Information” means any information or data provided in any form

whatsoever to the Recipients, other than any that:

is now, or later becomes, lawfully in the public domain (other than as a result of a breach of the above

requirements); or

is necessary to be disclosed under applicable law or court order (including disclosure to government authorities, as

required).

Information in this IM is provided by OVUT or was obtained from sources believed reliable. To the extent permitted

by law (except as expressly provided in writing), no representation or warranty is given to accuracy or completeness

of any statement or any information contained in this IM or any of its appendices or as to any other matter

concerning them, nor will any of OVUT, ICT Strategic Consulting or their respective representatives (the “Authors”)

be liable for any loss or damage suffered as a result of any omission, inadequacy, incompleteness or inaccuracy,

arising from negligence or otherwise.

This IM supersedes all other information previously supplied and by taking possession of this IM, Recipients are

acknowledging and agreeing that they will not rely on any previous information supplied to them. Each Recipient

should conduct its own independent investigation and assessment of OVUT. It should not be considered that this IM

constitutes a recommendation, representation or warranty by the Authors to a Recipient.

Certain statistical information in the IM is based on economic and other assumptions and must be interpreted in the

context of those assumptions. Where information in this IM includes references to a source, Recipients should refer

to that source. Statements concerning future performance of OVUT may or may not prove to be correct. None of the

Authors makes any representation or warranty that statements of that kind will prove correct, or that estimates, or

forecasts contained in this IM will be achieved.

Recipients acknowledge that circumstances may change, and that information contained in the IM may become

outdated. This IM is dated 13/04/2021.


14. Glossary

ASX Australian Securities Exchange

ABN Australian Business Number as defined in the Corporations Act

ACN Australian Company Number as defined in the Corporations Act

Applicant Someone who applies for Shares under this IM

Application Money The money paid by an Applicant for Shares

ASIC The Australian Securities and Investments Commission

Business Day A day on which banks are open for business in Melbourne, except a Saturday, Sunday or public holiday

Closing Date Unless varied by the Project Manager, the earlier of 31st August 2021 and the date the Maximum Subscription Amount is raised

Constitution The Constitution of the Trust dated 1st April 2021, as amended from time to time

Corporations Act The Corporations Act 2001 (Cth) for the time being in force, together with the regulations

EOFY End of Financial Year

Eligible Investors Entities who qualify as wholesale clients (as defined in section 761G of the Corporations Act) or sophisticated investors (as defined in section 761GA of the Corporations Act) as determined by the Project Manager

GST Goods and Services Tax as defined in A New Tax System (Goods and Services Tax) Act 1999, as amended

Information Memorandum This Information Memorandum dated 13th April, 2021

Preston Avocado Fund Pty Ltd The Company to undertake all works defined in this IM

Project The Preston Avocado Fund Pty Ltd Company and the works expected to be undertaken as part of the Investment Objectives outlined by the Project Manager

Project Manager Old Valley Unit Trust in Conjunction with Westwall Holdings Pty Ltd

Ordinary Shares Ordinary Shares as defined in the Corporations Act

Old Valley Pty Ltd The authorised entity to hold all deposited investment application monies until the closing date of the offer.

OVUT Old Valley Unit Trust in Conjunction with Westwall Holdings Pty Ltd

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