abundant produce limited for personal use only investment … · replacement prospectus . for the...

Abundant Produce Limited ACN 606 255 887

Replacement Prospectus

For the offer of 15,000,000 Shares at an issue price of $0.20 each to raise $3,000,000.

Oversubscriptions for up to a further 2,500,000 Shares at an issue price of $0.20 per Share to raise up to a further $500,000 may be accepted.

This Replacement Prospectus also contains an offer of Shares to the Abundant Vendors. Please refer to Section 3.2 for further details. IMPORTANT NOTICE

This Replacement Prospectus is a prospectus for the purposes of satisfying Chapters 1 and 2 of the ASX Listing Rules and to satisfy ASX requirements for listing. This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay.

Securities offered by this Replacement Prospectus should be considered speculative and potential investors should refer to Section 7 for further details concerning the risk factors associated with an investment in the Securities.

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ii THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER 2015. IT REPLACES A PROSPECTUS

DATED 23 OCTOBER 2015 RELATING TO SHARES OF ABUNDANT PRODUCE LIMITED.

ABUNDANT PRODUCE LIMITED

Important information This Replacement Prospectus is dated 5 November 2015 and was lodged with ASIC on that date. ASIC, ASX and their respective officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Shares will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

No person or entity is authorised to give any information or to make any representation in connection with this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company or the Directors in connection with this Prospectus.

This Prospectus does not constitute an offer of Shares in any place in which, or to any person to whom, it would be unlawful to do so. No action has been taken to register the Offers or otherwise permit the Offers to be made in any jurisdiction outside Australia. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and any person into whose possession this Prospectus comes (including nominees, trustees or custodians) should seek advice on and observe those restrictions. Failure to comply with these restrictions may violate securities laws.

It is important that you read this Prospectus in its entirety and seek professional advice where necessary.

Conditional Offers—Listing on ASX

The Company has entered into a Share Purchase Agreement with the current shareholders of Abundant Produce Australia Pty Limited (Abundant Produce) to acquire all of the issued capital in Abundant Produce (Sale Shares). The consideration for the acquisition of the Sale Shares will be the issue by the Company of 25,000,000 fully paid ordinary shares to the Shareholders of Abundant Produce in proportion to their holdings in Sale Shares (Consideration Shares).

On 28 October 2015, the Company applied for the quotation of the Company shares on ASX.

There is a risk that the Company may not be able to satisfy the conditions to the Offers and meet the requirements of ASX for quotation on the ASX. In the event the Company does not receive conditional approval for quotation on ASX then the Company will not proceed with the Offers and will repay all application monies received.

Risk factors

Before deciding whether to apply for Shares pursuant to this Prospectus, you should consider the risk factors that could affect the financial performance of the Company and consult with your professional advisers. For further information in relation to the risk factors of the Company please refer to the Section 7 of this Prospectus.

Exposure Period

The Corporations Act prohibits the Company from processing Applications received until after the Exposure Period. The Exposure Period is the seven-day period (excluding public holidays) from the date of this Prospectus and may be extended by ASIC by up to a further seven days. The purpose of the Exposure Period is to enable examination of this Prospectus by market participants prior to the offering of Shares. That examination may result in the identification of deficiencies in this Prospectus, in which case any Application received may need to be dealt with in accordance with section 724 of the Corporations Act. Applications under this Prospectus received during the Exposure Period will not be processed until after the expiry of the Exposure Period. No preference will be conferred on Applications received during the Exposure Period.

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iii THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER 2015. IT REPLACES A PROSPECTUS



Electronic Prospectus

This Prospectus will also be issued as an electronic prospectus. A copy of this Prospectus can be downloaded from the Company’s website at www.abundantproduce.com/prospectus.

If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

No financial forecasts

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

Forwarding-looking statements

This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Directors and Company.

The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

Privacy

For information in relation to the Company’s Privacy Statement please refer to Section 3.19.

General

All amounts are in Australian dollars unless otherwise specified. A number of terms and abbreviations used in this Prospectus have defined meanings, which appear in Section 11. All references to time are to the time in Sydney, New South Wales. F

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http://www.abundantproduce.com/prospectus

iv THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER 2015. IT REPLACES A PROSPECTUS



Contents

Important information _______________________________________________________________________ ii 1 Chairman’s letter __________________________________________________________________________ 1 2 Investment overview _______________________________________________________________________ 4 3 Details of the Offers _______________________________________________________________________ 10 4 Business summary ________________________________________________________________________ 17 5 Directors, management and corporate governance _____________________________________________ 35 6 Investigating Accountant’s Report ___________________________________________________________ 41 7 Risk factors ______________________________________________________________________________ 53 8 Summary of material contracts______________________________________________________________ 56 9 Additional information ____________________________________________________________________ 58 10 Directors’ authorisation __________________________________________________________________ 63 11 Glossary _______________________________________________________________________________ 64 12 Corporate directory ______________________________________________________________________ 66

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1


THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER 2015. IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF ABUNDANT PRODUCE LIMITED.

1 Chairman’s letter Dear Investor,

On behalf of the Board of Directors, I am pleased to invite you to invest in Abundant Produce Limited (the Company).

The Acquisition The Company has entered into a Share Purchase Agreement (SPA) with the shareholders of Abundant Produce Australia Pty Limited ACN 148 987 811 (Abundant Produce) to acquire all of the issued capital in Abundant Produce for a consideration of $5,000,000, which is to be satisfied by the issue of 25,000,000 Shares in the Company (Acquisition).

The Business Abundant Produce is a private Australian company based in Sydney. It specialises in the development of seeds for new varieties of high-value food crops that can be grown under non-ideal conditions, particularly greenhouse vegetables such as cucumbers and tomatoes. It is seeking funds to be raised from this Prospectus to commercialise its seed technology by increasing production and implementing a distribution system to sell the seeds.

Abundant Produce commenced commercial seed sales in February 2015, with sales being made to the UK company, Burpee. Sales of seeds have commenced to the Bunnings hardware chain in Australia. The company is currently working with other major seed companies. Field trials of its seeds are nearing completion, which are expected to lead to further distribution agreements.

Most current seed varieties are bred in state-of-the-art greenhouses. The resulting seeds are well suited to the managed greenhouses commonly used by growers in many countries, which often feature artificial heating and hydroponics. However, in the food markets of Asia and the Middle East, more basic and non-ideal growing conditions prevail—conditions that include temperature extremes, poor soils and water scarcity. Abundant Produce’s key competitive advantage is its expertise in producing varieties that perform well under these non-ideal conditions.

Abundant Produce is driven by an ethical commitment to enhancing the sustainability of global farming practices and improving the livelihoods of some of the world’s most impoverished people. Many of Abundant Produce’s products are being developed for countries in Asia and the Middle East, where poverty is widespread. These products are expected to benefit local farmers and the people of these countries through:

increasing yields, enabling farmers to produce more food from a given area of land;

decreasing energy inputs during crop production such as heating for greenhouses, thereby reducing emissions of carbon dioxide;

decreasing the need for pesticides and other agricultural chemicals, which can have adverse environmental impacts;

decreasing the need for water and other inputs; and

improving nutrition. For

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2 THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER 2015. IT REPLACES A PROSPECTUS



The Board believes this proposed transaction will add value to the Company and its Shareholders owing to:

Abundant Produce’s track record of developing and commercialising novel vegetable varieties over the past three years;

its business model based on developing vegetable varieties with proven benefits; and

the opportunities for further growth through diversification of the business in terms of the range of vegetable types, number of products within each vegetable type, market segments and geographic markets.

Abundant Produce undertakes much of its research and development work at the University of Sydney’s Plant Breeding Institute (PBI) at Cobbitty. Abundant Produce’s close ties with the University enable it access advanced research facilities and to draw on the expertise of University staff and students while retaining all intellectual property.

The Offers By this Prospectus, the Company offers investors the opportunity to subscribe for 15,000,000 Shares at an issue price of $0.20 per Share to raise $3,000,000 (Public Offer). The Company may accept oversubscriptions of up to a further 2,500,000 Shares at an issue price of $0.20 per Share to raise up to a further $500,000.

This Prospectus also includes an offer to the Abundant Vendors of 25,000,000 Shares (the Abundant Offer). The Shares offered pursuant to the Abundant Offer under this Prospectus will rank equally in all respects with the Shares already on issue. Further details of the rights attaching to Shares are set out in Section 9.2.

The funds will be applied to the costs and expenses associated with the Offers, scaling up seed production to meet customer demand, completing breeding and commercial trials of vegetable varieties for commercialisation, ongoing research, development, management and administration, and working capital.

Risks Abundant Produce is subject to a range of risks, which are more fully detailed in Section 7 and are summarised in Section 2. Key risks to the business include:

Reliance on distributors—Abundant Produce’s sales may be disrupted by any major changes to its main distributors, such as a financial failure or takeover.

Disease or insect infestation—Viral or bacterial infections or insect infestations may affect the breeding program or seed production, affecting near term sales and damaging the Company’s reputation if sales orders cannot be met.

Reliance on key and skilled personnel—The Company is reliant on its ability to retain senior management and experienced personnel. The loss of the services of senior management without suitable replacements can adversely affect performance.

Loss or theft of intellectual property—The intellectual property inherent in the Company’s products could be lost or stolen by unscrupulous operators.

Foreign exchange risks—Abundant Produce will earn revenues in foreign currencies. Therefore, there is a foreign exchange risk in relation to any significant fluctuations in currency exchange rates.

Competitive pressures—The Company is at risk that its products may not be accepted by the market, new competitors may emerge and competitors may release new products. F

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Following completion of the Acquisition, the Board of the Company will comprise Vincent Logan, Anthony Crimmins, Graham Brown and Adam Hajek (alternate for Anthony Crimmins). These proposed Directors, together with our Chief Research Scientist, Dr Nabil Ahmad, have been instrumental in the establishment and growth of Abundant Produce. In addition to their industry profiles and contacts, they possess an enormous depth of experience in the breeding and commercialisation of new plant varieties, critical to guiding the Company as it moves forward.

This Prospectus includes details of the Offers, the Company and Abundant Produce. I recommend that you read this document carefully and, if you are interested in investing in the Company, seek independent professional advice. On behalf of the Board of Directors, I commend an investment in the Company to you and look forward to welcoming you as a Shareholder.

Yours faithfully,

Brett Crowley CHAIRMAN

5 November 2015

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2 Investment overview

2.1 Important notice This information is a selective overview only. Investors should read the Prospectus in full before deciding whether to invest in Shares. In particular investors should consider the risk factors that could affect the financial and operating performance of the Company described in Section 7.

Question Answer See Sections

Who is making the Offer?

Abundant Produce Limited (the Company), an Australian unlisted public company.

The Company has entered into a Share Purchase Agreement (SPA) with the current shareholders of Abundant Produce Australia Pty Limited (Abundant Produce) to acquire all of the issued Shares (Sale Shares) in Abundant Produce. The consideration for the acquisition of the Sale Shares will be the issue by the Company of 25,000,000 fully paid ordinary shares to the shareholders of Abundant Produce in proportion to their holdings in the Sale Shares (Consideration Shares).

Completion of the Acquisition is conditional on the following:

the Company successfully raising a minimum of $3,000,000 under the Offer; and

the Company satisfying the requirements of the ASX Listing Rules and receiving conditional approval to be admitted to the official list of ASX.

The Company does not require any shareholder approvals or other regulatory approvals or consents (other than receiving ASX approval as stated above) to complete the SPA. Further details of the SPA are set out in Section 8.1.

If the Minimum Subscription is achieved, the Vendors will hold 56.82% of the issued capital at Completion. If the Maximum Subscription is achieved, the Vendors will hold 53.76% at Completion. The substantial shareholders will be Top Cat Consulting Services Pty Limited (6,900,115 shares), Austratronics Pty Limited (6,095,085 shares), Oak Capital Limited (4,000,000 shares) and Floraquest Pty Limited (3,073,302 shares). Further details are set out in Section 3.8.

4.1 and 4.2

8.1 (for summary

of SPA)

3.7

What is the Company’s business?

The current activity of the Company is the seeking out of potential investment opportunities.

If the Acquisition is completed, the Company’s business will be a breeder and vendor of new varieties of high-value food crops, particularly greenhouse vegetables such as cucumbers and tomatoes.

4.1

4.2–4.6

How will the Company make money?

Abundant Produce intends to generate profits by producing and selling high value seeds via various distribution channels, and in some cases licensing its plant varieties to growers.

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What are the key dependencies affecting the Company?

If the Acquisition is completed, the success of the Company will be subject to the following key dependencies:

continuing to sell seeds and increasing seed sales while managing a commensurate increase in seed production;

successfully commercialising and selling seeds from new cucumber and tomato varieties;

continuing to develop and commercialise new vegetable varieties to meet changing market demands;

maintaining and/or further developing relationships with major customers, suppliers and distributors; and

establishing and maintaining the reputation of the existing Abundant Produce brand.

4.2–4.6

What are the key benefits associated with the Company’s business?

If the Acquisition is completed, the Company will become a breeder and vendor of new varieties of high-value food crops, particularly greenhouse vegetables such as cucumbers and tomatoes. The key actual and potential benefits associated with the Abundant Produce businesses include:

a proven track record in developing and producing new varieties of vegetable seed;

vast global market potential, driven by increasing population, higher energy costs, climate change, increasing affluence, changing diets and food security concerns;

business model based on developing an intellectual property platform with a focus on varieties with high demand and good performance under non-ideal growing conditions;

high value product with low overheads;

ethical investment, with significant potential social and environmental benefits;

secure intellectual property protection strategy; and

a highly skilled and experienced breeding and management team.

4.2–4.6

If the Acquisition is completed, the Company’s objectives in the near-term will include:

increasing seed sales while managing a commensurate increase in seed production;

completing commercial trials of current cucumber varieties;

completing breeding, hybridisation and trials of tomatoes; and

continuing existing breeding programs and establishing new breeding programs for new varieties of other greenhouse vegetables.

4.6

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If the Acquisition is completed, the Company’s objectives in the medium- to long-term will include:

diversifying its business in terms of its range of vegetable types, number of products within each vegetable type, market segments and geographic markets; and

investing in long-term competencies by undertaking research and development activities, sponsoring postgraduate students and establishing satellite breeder networks.

4.6

What are the key risks associated with the Company’s business, the Shares and the Offers?

Set out below are some of the key investments risks that the Company is exposed to if the Acquisition proceeds. Further risks associated with an investment in the Company are outlined in Section 7.

Reliance on distributors—Abundant Produce’s sales may be disrupted by any major changes to its main distributors, such as a financial failure or takeover.

Disease or insect infestation—Viral or bacterial infections or insect infestations may affect the breeding program or seed production, affecting near term sales and damaging the Company’s reputation if sales orders cannot be met.

Reliance on key and skilled personnel—The Company is reliant on its ability to retain senior management and experienced personnel. The loss of the services of senior management personnel without suitable replacements or the inability to attract and retain qualified personnel can adversely affect performance.

Loss or theft of intellectual property—The intellectual property inherent in the Company’s products could be lost or stolen by unscrupulous operators.

Foreign exchange risks— Since Abundant Produce is focussed on exporting products and earning revenues in US dollar and other foreign currencies, there is a foreign exchange risk in relation to any significant fluctuations in currency exchange rates.

Competitive pressures—Individual products may fail to be accepted within the market. The Company could be subject to substantial competitive pressure from rival products. The entry of new players into the industry would increase competitive pressure faced by existing operators.

Contractual Risk—There is a risk that the Company may not fulfil the conditions of the SPA, in which case the Acquisition will not proceed. The Company will have incurred third party costs relating to the Offer without any benefit being achieved.

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Control risk—After Completion, the Vendors will hold between 56.82% of the issued capital (if Minimum Subscription is achieved) and 53.76% (if Maximum Subscription is achieved). Because of the retained interest of the Vendors, they have the capacity to influence the election of Directors and the potential to influence the outcome of matters submitted to a vote of Shareholders. The interests of the Vendors may differ from the interests of other Shareholders who purchase Shares under the Offer.

Who are the Directors and Key Personnel?

On completion of the Acquisition, the proposed Board of the Company will comprise:

Vincent Logan

Anthony Crimmins

Graham Brown; and

Adam Hajek (as alternative to Anthony Crimmins).

Further details of each of these Directors are provided in Section 5.1.

5

What key financial information do investors need to know?

The Investigating Accountant’s Report is set out in Section 6. This includes a summary of the historical consolidated profit and loss statement and balance sheet for Abundant Produce for the year ended 30 June 2015, and the pro-forma consolidated balance sheet for the Company as at 30 June 2015. Abundant Produce derived total comprehensive income for the year ended 30 June 2015 of $566,018. Assuming the Company raises the Minimum Subscription of $3,000,000, the unaudited pro-forma consolidated balance sheet of the Company as at 30 June 2015 shows net assets of $4,442,148.

6

Who will benefit from the Offers?

The Offers are being made to acquire Abundant Produce and to satisfy ASX requirements for listing. Under the Abundant Offer, the Abundant Vendors will receive the Consideration Shares and will therefore benefit from the acquisition of Abundant Produce and the Offers.

3

What are the Offers?

15,000,000 new Shares are being offered by the Company to raise at least $3,000,000. Oversubscriptions for up to a further 2,500,000 Shares are also being offered by the Company to raise a further $500,000. The maximum amount which may be raised under this Prospectus is therefore $3,500,000.

The Abundant Offer is an offer to the Abundant Vendors of 25,000,000 Shares.

3

What is the issue price?

The issue price is $0.20 per Share. 3.1

What is the effect of the Offers?

The effect of the Offers on the capital structure of the Company is shown in the table in Section 3.6. Assuming the Minimum Subscription is raised, the current shareholders will be diluted from 100% ownership to 9.09%.

3.6

What are the key Offer dates?

The key dates of the Offers are detailed in the indicative timetable in Section 3.3.

3.3

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How will the Company use the proceeds from the Public Offer?

The Company intends to apply funds raised from the Public Offer to:

costs and expenses associated with the Offers;

scaling up seed production to meet customer demand;

completing commercial trials of current cucumber and tomato varieties;

marketing and distribution management;

ongoing research, development, management and administration costs; and

working capital.

3.4 and 3.5

What rights and liabilities attach to the Shares?

The Shares will rank equally in all respects with the Shares held by the existing Shareholders. The rights and liabilities attaching to all Shares are detailed in the Company’s Constitution.

9.2

Is the Public Offer underwritten?

No, the Public Offer is not underwritten. 3.15

What are the key material contracts and any related party contracts

The key material contracts are as follows:

the SPA (see above and Section 8.1 for further details);

an agreement between Abundant Produce and NuFlora. NuFlora is a company owned by a proposed director and a related party, Mr Graham Brown (see Sections 4.6.7 and 8.2 for further details); and

consulting agreements with the directors and related parties (see Sections 4.6.7 and 8.3 for further details).

4.6.7 and 8

Will I receive dividends on my Shares?

Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the availability of distributable earnings and operating results and financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.

3.16 and 9.2.3

What are the taxation implications?

The acquisition and disposal of Shares will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Securities from a taxation viewpoint and generally. To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Securities under this Prospectus.

9.9

How do I participate in the Public Offer?

To participate in the Public Offer, please complete the Application Form attached to this Prospectus and return it with payment of the application money before the Closing Date.

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What is the minimum number of Shares I can apply for?

Applications under the Public Offer must be for a minimum of 10,000 Shares (total cost of $2,000) and then in multiples of 1,000 Shares ($200).

3.10

Further questions?

If you have questions in relation to the Offers, please contact the Company during Sydney business hours on 02 9233 3308 or via email at [email protected].

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mailto:[email protected]




3 Details of the Offers

3.1 The Public Offer This Prospectus invites investors to apply for a total of 15,000,000 Shares at an issue price of $0.20 per Share to raise at least $3,000,000 before expenses of the Public Offer. The Company may accept oversubscriptions of up to a further 2,500,000 Shares at an issue price of $0.20 per Share to raise up to a further $500,000.

The maximum amount which may be raised under this Prospectus is therefore $3,500,000.

The Shares offered pursuant to the Public Offer under this Prospectus will rank equally in all respects with the Shares already on issue. Further details of the rights attaching to Shares are set out in Section 9.2.

3.2 The Abundant Offer This Prospectus also includes an offer to the Abundant Vendors of 25,000,000 Shares (the Abundant Offer). The Shares offered pursuant to the Abundant Offer under this Prospectus will rank equally in all respects with the Shares already on issue. Further details of the rights attaching to Shares are set out in Section 9.2. The Abundant Offer is required to ensure that the Shares to be issued to the Abundant Vendors can be traded freely after their issue.

3.3 Compliance with Chapters 1 and 2 of the ASX Listing Rules An application will be made to the ASX not later than seven days after the date of this Prospectus for the Company to be admitted to the Official List and for official quotation of the Shares on ASX. The fact that ASX may admit the Company to the Official List is not to be taken as an indication of the merits of the Company or the Shares that are the subject of the Public Offer. Official quotation of Shares, if granted, will commence as soon as practicable after the release of initial shareholding statements. If permission is not granted for the official quotation of the Shares on ASX within three months of the date of this Prospectus, all Application Monies received will be refunded without interest as soon as practicable in accordance with the requirements of the Corporations Act.

3.4 Timetable An indicative timetable of events relating to the transaction is outlined below. The timetable is indicative only and is subject to change without notice. The Company reserves the right to extend the Closing Date or close the Public Offer early without notice. Lodgement of Original Prospectus with ASIC 23 October 2015 Lodgement of Original Prospectus with ASX 28 October 2015 Lodgement of this Replacement Prospectus with ASIC 5 November 2015 Opening Date of Public Offer 9 November 2015 Closing Date of Public Offer 30 November 2015 Issue of Shares under this Prospectus 3 December 2015 Despatch of holding statements 7 December 2015 Anticipated date the Company’s Shares commence trading on ASX 8 December 2015

3.5 Purpose of the Public Offer The purpose of the Public Offer is to provide additional funds to enable the Company to:

(a) meet the requirements and costs of listing on ASX;

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(b) scale up seed production to meet forecast increases in customer demand;

(c) complete commercial trials of current cucumber varieties;

(d) complete breeding, hybridisation and trials of tomatoes;

(e) fund ongoing research, development, management and administration costs through to end 2017; and

(f) provide funds for expansion.

The Company is aiming to apply the funds raised from the Public Offer in the manner detailed in Section 3.5 below.

On completion of the Public Offer, the Board believes the Company will have sufficient funds to achieve these objectives.

3.6 Use of Funds The Company intends to apply funds raised from the Public Offer, together with existing cash reserves, as follows:1

Minimum subscription

Maximum subscription

($) ($)

Available funds

Existing cash reserves of the Company2 400 400 Existing cash reserves of Abundant Produce3 48,655 48,655 Funds raised from the Offer 3,000,000 3,500,000 Total 3,049,055 3,549,055

Use of funds

Cash expenses associated with the Public Offer4 96,320 98,820 Scaling up seed production (Section 4.6.2) 400,000 400,000 Complete commercial trials of current cucumber varieties (Section 4.6.1) 250,000 250,000 Complete breeding, hybridisation and trials of tomatoes (Section 4.6.1) 650,000 650,000 Marketing management (Section 4.6.5) 300,000 300,000 Distribution management (Section 4.6.4) 200,000 200,000 Ongoing research, development, management and administration costs 550,000 550,000 Debt repayment 200,000 200,000 Working capital 402,735 900,235 Total 3,049,055 3,549,055 1 Refer to the Investigating Accountant’s Report set out in Section 6 for further details. 2 This is the cash balance of the Company as at the date of the Prospectus. 3 This is the cash balance of Abundant Produce as at the date of this Prospectus. 4 See Section 9.6 for further details.

In the event the Company raises more than the Minimum Subscription of $3,000,000 but less than the Maximum Subscription of $3,500,000, the additional funds raised will be applied towards working capital.

The Directors are of the view that the Company will have enough working capital to carry out its stated business objectives.

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3.7 Capital structure The capital structure of the Company following completion of the Offers and the Acquisition is summarised below:1

Minimum subscription Maximum subscription Shares2 Proportion Shares2 Proportion (%) (%) Shares on issue at date of Prospectus 4,000,000 9.09 4,000,000 8.60 Shares to be issued to Abundant Vendors 25,000,000 56.82 25,000,000 53.76 Shares to be issued under the Public Offer 15,000,000 34.09 17,500,000 37.64 Total Shares on completion of the Offer 44,000,000 100.00 46,500,000 100.00

1 Refer to the Investigating Accountant’s Report set out in Section 6 for further details. 2 The rights attaching to the Shares are summarised in Section 9.2.

3.8 Substantial Shareholders Oak Capital Limited holds 100% of the Shares on issue as at the date of this Prospectus.

Those Shareholders holding 5% or more of the Shares on issue following completion of the Offers (assuming the Minimum and Maximum Subscriptions and completion of the Acquisition) are set out in the table below: Minimum Subscription Maximum Subscription Shareholder Shares Proportion Shares Proportion (%) (%) Top Cat Consulting Services Pty Limited 6,900,115 15.68 6,900,115 14.84 Austratronics Pty Limited 6,095,085 13.85 6,095,085 13.11 Oak Capital Limited 4,000,000 9.09 4,000,000 8.60 Floraquest Pty Limited 3,073,302 6.98 3,073,302 6.61 Total substantial Shareholders 20,068,502 45.61 20,068,502 43.16 Other Shareholders 23,931,498 54.39 24,431,498 56.84 Total Shareholders 44,000,000 100.00 46,500,000 100.00

Details regarding each of the above substantial shareholders after Completion follow:

Top Cat Consulting Services Pty Limited is controlled by Anthony Crimmins, a proposed director.

Austratronics Pty Limited is controlled by Adam Hajek, a proposed director.

Oak Capital Limited (ACN 604 197 113) is an Australian unlisted public company with a broad spread of shareholders. Its directors are the Directors of the Company, Messrs Crowley, Ochojski and Pixley.

Floraquest Pty Limited is controlled by Graham Brown, a proposed director.

The Company will announce to ASX details of its top 20 Shareholders (following completion of the Offers) prior to the Shares commencing trading on ASX.

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3.9 How to apply for Shares You should carefully read this Prospectus and instructions accompanying the Application Form before subscribing for Shares. If you wish to participate in the Public Offer, you should complete the Application Form.

Applications for Shares under the Public Offer must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the Issue Price of $0.20 per Share.

All applications must be completed in accordance with the detailed instructions on how they are to be completed and be accompanied by a cheque in Australian dollars made payable to ‘Abundant Produce Limited—Subscription Account’ (Subscription Account) and crossed ‘Not Negotiable’. No brokerage or stamp duty is payable by Applicants. The amount payable on application will not vary during the period of the Public Offer and no further amount is payable on or after allotment in respect of the Shares.

Completed Application Forms and accompanying cheques must be received by the Closing Date at:

Postal delivery

Abundant Produce Limited c/– Security Transfer Registrars PO Box 535 APPLECROSS WA 6953

Hand delivery

Abundant Limited c/– Security Transfer Registrars 770 Canning Highway APPLECROSS WA 6153

The Company reserves the right to close the Public Offer early.

All application monies received with duly completed Application Forms will be paid into the Subscription Account.

An original, completed and lodged Application Form together with a cheque for the application monies constitutes a binding and irrevocable offer to subscribe for the number of Shares specified in each Application Form. The Application Form does not need to be signed to be valid. If the Application Form is not completed correctly or if the accompanying payment is for the wrong amount, it may be treated by the Company as valid. The Directors’ decision as to whether to treat such an application as valid and how to construe, amend or complete the Application Form is final; however, an applicant will not be treated as having applied for more Shares than is indicated by the amount of their cheque for the application monies.

3.10 Allotment and allocation of Shares The Directors will determine the allottees of all the Shares in their discretion. The Directors reserve the right to allot Shares in full for any application or to allot any lesser number or to decline any application. Where the number of Shares allotted is less than the number applied for, or where no allotment is made, the surplus application monies will be returned by cheque to the Applicant within seven days of the allotment date.

Subject to the Minimum Subscription to the Public Offer being reached and the Company being satisfied that it will meet the requirements of Chapters 1 and 2 of the ASX Listing Rules, Shares issued pursuant to the Public Offer will be allotted as soon as practicable after the Closing Date.

Pending the allotment and issue of the Shares or payment of refunds pursuant to this Prospectus, all application monies shall be held by the Company on trust. The Company, irrespective of whether the allotment of Shares takes place, will retain any interest earned on the application monies.

It is the responsibility of the applicant to determine their allocations prior to trading in the Shares. Applicants who sell Shares before they receive their statement of shareholding will do so at their own risk.

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3.11 Minimum subscription The Minimum Subscription for the Public Offer is 15,000,000 Shares at an issue price of $0.20 per Share to raise at least $3,000,000 before expenses of the Public Offer. The Company will not issue any Shares unless the Minimum Subscription is raised.

If the Minimum Subscription is not raised within four months after the date of this Prospectus (or such later date permitted by ASIC), all Applications will be dealt with in accordance with section 724 of the Corporations Act.

Such action may include repayment of application monies (without interest) or the issue of a supplementary or replacement prospectus.

3.12 ASX listing and quotation of Shares Within seven days after the date of this Prospectus, the Company will apply for Official Quotation of the Shares offered under this Prospectus.

If approval for Official Quotation of the Shares issued pursuant to the Offers is not granted within three months after the date of this Prospectus, the Company will not allot or issue any Shares and not proceed with the Acquisition, and will repay all application monies without interest as soon as practicable within the time prescribed under the Corporations Act.

ASX takes no responsibility for the contents of this Prospectus. The fact that ASX may grant Official Quotation is not to be taken in any way as an indication of the merits of the Company or the Shares offered pursuant to this Prospectus.

3.13 CHESS and issuer sponsorship The Company participates in the Clearing House Electronic Subregister System (CHESS). CHESS is operated by ASX Settlement Pty Limited, a wholly owned subsidiary of ASX, in accordance with the Listing Rules and the ASX Settlement Operating Rules. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company.

Under CHESS the Company will not issue certificates to investors. Instead, Shareholders will receive a statement of their holding in the Company. If an investor is broker sponsored, ASX Settlement Pty Limited will send a CHESS statement. Statements are sent by post and set out the number of Shares issued to the Shareholder under this Prospectus and advice of their Holder Identification Number or Securityholder Reference Number. Subsequently, where a holding changes in the course of a calendar month that Shareholder will be issued with a statement that sets out the changes in their holding. That statement is despatched in the week following the relevant month end.

3.14 Applicants outside Australia This Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction, or to any person to whom, it would not be lawful to issue this Prospectus or make the Offers. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

No action has been taken to register or qualify the Shares or the Offers or otherwise permit a public offering of the Shares that are the subject of this Prospectus in any jurisdiction outside Australia.

Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be

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considered and followed to enable them to apply for and be allotted Shares. If you are outside Australia it is your responsibility to obtain all necessary approvals for the allotment and issue of the Shares pursuant to this Prospectus. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by you that all relevant approvals have been obtained.

3.15 Underwriter The Public Offer is not underwritten.

3.16 Dividends Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the availability of distributable earnings and operating results and financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.

3.17 Commission The Company reserves the right to pay a commission of up to 6% (exclusive of goods and services tax) of amounts subscribed through any licensed securities dealers or Australian financial services licensee in respect of any valid Applications lodged and accepted by the Company and bearing the stamp of the licensed securities dealer or Australian financial services licensee. Payment will be made subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian financial services licensee.

3.18 Restricted securities Some or all of the Consideration Shares may be classified as ASX Restricted Securities for an escrow period of between 12 months and up to 24 months from the date on which Official Quotation of those Shares commences.

The Company will announce to the ASX full details (quantity and duration) of any ASX Restricted Securities.

3.19 Forward-looking statements This Prospectus contains forward-looking statements, which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’ or ‘intends’, and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of our Company, the Directors and our management. Matters not yet known to the Company or not currently considered material to the Company may impact on these forward-looking statements.

The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

These forward looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 7.

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3.20 Privacy statement The Company collects, holds and will use information in relation to each Applicant as provided on an Application Form (Information) for the purposes of processing the Application Form and, should the Application be successful, to administer the Applicant’s security holding in the Company (Purposes).

By submitting an Application Form, each Applicant agrees that the Company may use the Information for the Purposes and the Company may disclose the Information for the Purposes to the Share Registry, the Company’s related bodies corporate, agents, contractors and third party service providers, and to ASX, ASIC and other regulatory authorities.

The Information may also be used and disclosed to persons inspecting the register, including bidders for your securities in the context of takeovers, licensed securities dealers, the share registry, print service providers, mail houses, and regulatory bodies including the Australian Taxation Office.

You can access, correct and update the personal information that we hold about you. If you wish to do so, please contact the share registry at the relevant contact number set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Shares, the Company may not be able to accept or process your application.

3.21 Enquiries in relation to the Offer This Prospectus provides information for potential investors in the Company, and should be read in its entirety. If, after reading this Prospectus, you have any questions about any aspect of an investment in the Company, please contact your stockbroker, accountant or independent financial adviser.

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4 Business summary

4.1 Company history Abundant Produce Limited (the Company), is an Australian public company incorporated on 4 June 2015. The current activity of the Company is the seeking out of potential investment opportunities. Other than the transaction with Abundant Produce, it has not yet made any investments and has no material assets.

On 4 September 2015, the Company entered into a share sale agreement with the shareholders (Abundant Vendors) of Abundant Produce Australia Pty Limited (Abundant Produce) to acquire 100% of the shares of Abundant Produce (Acquisition). Further details of the terms of the Share Sale Agreement are set out in Section 8.1. The Acquisition is expected to be completed concurrently with completion of the Offers.

If the Acquisition does not succeed, no funds will be raised under the Offer and the Company will continue to seek out other potential investment opportunities.

The Directors have not obtained an independent valuation of Abundant Produce. The Directors have made their own determination of the value to be imputed to the Acquisition after assessing Abundant Produce’s history, personnel, technology, sales and prospects.

If the Acquisition is completed, the Company’s business will be that of a horticultural breeder of new varieties of high-value food crops, particularly greenhouse vegetables such as cucumbers and tomatoes.

The following sections describe the business of Abundant Produce, the market in which it operates, its products, and its strategies for building shareholder wealth.

4.2 Business overview Abundant Produce is a private Australian company incorporated in January 2011 and based in Sydney. The company’s business is the acquisition, development and commercialisation of new varieties of high-value food crops, particularly greenhouse vegetables such as cucumbers and tomatoes.

Figure 1. Abundant Produce develops new varieties of popular greenhouse vegetables for growing under non-ideal conditions, starting with cucumber and tomato, followed by a range of vegetables including eggplant, capsicum, pumpkin and zucchini.

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The point of difference between Abundant Produce and other seed producers is its ability to produce vegetable varieties that perform well under non-ideal growing conditions such as temperature extremes, poor soils and water scarcity. Most current seed varieties sold by seed companies around the world are bred in state-of-the-art greenhouses. The resulting seeds are well suited to the managed greenhouses used by many growers, which often feature artificial heating and hydroponics. However, in the markets of Asia and the Middle East, growing conditions are often less ideal—conditions that include temperature extremes, poor soils and water scarcity. Abundant Produce’s varieties are especially bred to perform well under such conditions, potentially improving grower’s yields. In temperate climates, such varieties can also reduce the need for artificial heating, one of the largest cost inputs for farmers and a major contributor to greenhouse gas emissions.

The operating facilities of Abundant Produce are located at the Plant Breeding Institute, which is part of the University of Sydney campus at Cobbitty in western Sydney. With its activities currently expanding, Abundant Produce is looking to either expand at Cobbitty or will establish additional facilities outside the Cobbitty.

Figure 2. Some of Abundant Produce’s breeding facilities at Cobbitty.

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4.3 Corporate social responsibility Abundant Produce is driven by an ethical commitment to enhancing the sustainability of global farming practices and improving the livelihoods of some of the world’s most impoverished people. The company employs a blend of traditional breeding practices and the latest scientific advances, without resorting to genetic modification. Beyond the ethical concerns over genetic modification, which involves transplanting genetic material across the species barrier, this technology offers the company few practical advantages, while the regulatory obstacles and consumer backlash towards genetically modified crops make them difficult to market.

Many of Abundant Produce’s products are being developed for countries in Asia and the Middle East, where poverty is widespread. These products are expected to benefit local farmers and the people of these countries through:

increasing yields, enabling farmers to produce more food from a given area of land;

decreasing energy inputs during crop production such as heating for greenhouses, thereby reducing emissions of carbon dioxide;

decreasing the need for pesticides and other agricultural chemicals, which can have adverse environmental impacts;

decreasing the need for water and other inputs; and

improving nutrition.

Abundant Produce has been working on a number of charitable works projects, including:

an aid project in Pakistan, in collaboration with the University of Sydney, on heat stress alleviation in summer vegetable production;

providing employment and training opportunities for indigenous Australians, in conjunction with the University of Sydney; and

donating large quantities of surplus vegetables to charities through Foodbank Australia.

(a) (b)

Figure 3. (a) Abundant Produce’s Research Director, Graham Brown (left), with one of the AusAID project partners in Pakistan. (b) Planting of vegetable crops as part of the AusAID project in Pakistan. F

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4.4 Market

4.4.1 Market overview

Food production is one of the most fundamental and important of human industries. Global agriculture is estimated to be worth about US$5.2 trillion in 2013, with China alone accounting for about US$1.3 trillion of this total.1 The global seed market, including grains, oil seeds and vegetables, is estimated at US$53.8 billion in 2014 and is projected to reach US$92 billion by 2020, growing at a compound annual growth rate of 9.4%2 Of these totals, fruit and vegetable seeds comprise about 15%, or US$13.8 billion in 2020.

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Figure 4. Although down from their peaks in 2011, global food prices remain high by historical standards. Food and Agriculture Organization of the United Nation (FAO) food price indices, 1990–2015.3

4.4.2 Market trends

North America is the largest seed market in the world, in terms of revenue, and is projected to grow rapidly. China, Brazil, and India are also important countries for this market, adopting new technologies to grow faster. Globally, India is projected to be the fastest growing market for the next few years.1

Abundant Produce’s business model has been developed in light of the following key market trends:

Growing world population—The world population is over 7.3 billion and is increasing at a rate of over 70 million per year.

1 Food and Agriculture Organization of the United Nations Statistics Division—faostat3.fao.org 2 Research and Markets, Seeds Market By Type, Seed, Trait and Region—Global Trends and Forecast To 2020, August 2015. 3 fao.org/worldfoodsituation/foodpricesindex/en/.

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Decreasing per capita land availability—While the world’s population is increasing, the availability of land for agricultural production is compromised by urbanisation and land degradation.

Increasing food prices—As shown in Figure 4, global food prices remain high by historical standards in response to increasing populations, higher energy costs, increasing affluence and changing diets. Food security is now one of the most important global issues.

Increasing demand for vegetables—As people around the world become more affluent, consumption of greenhouse vegetables is increasing while rice and other less nutritious staples decrease in importance. There is an increasing demand for innovative varieties with special marketable attributes such as unique colours, shapes and flavour.

Increasing demand for higher yielding varieties—World food production needs to double between 2000 and 2050. Better crop varieties are required to produce more food from less and more degraded land to feed the world’s growing population.

Increasing demand for hardy varieties—In the face of a changing and more variable climate, there is increasing demand for crop varieties that can perform under non-ideal growing conditions, such as drought, temperature extremes and poor soils.

Increasing use of advanced agricultural technologies—Demand for technologies such as hybrid seed is increasing globally as they provide benefits such as increased yields and helping crops sustain extreme climatic conditions.

4.4.3 Cucumber market

Based on extensive market research and clearly identified opportunities, Abundant Produce has selected cucumber as the first vegetable in its breeding program. Cucumber has a very short cropping cycle and must be replanted one to three times per year to maintain yield and quality, resulting in a high demand for seed. A single hectare of land can be used to produce at least 400 kg or 12 million cucumber seeds annually with a potential value of over $1 million, depending on the target market (see Table 1 below).

According to the FAO, in 2013 over 2.1 million hectares of land were devoted to growing cucumbers around the world. As shown in Figure 5a, China grows more than half of the world’s annual cucumber crop (55.0%), followed by Cameroon (9.7%), Russia (3.2%), Iran (3.1%), and Turkey (3.0%).4

China 55.0%

Cameroon 9.7%

Russia 3.2%

Iran 3.1%

Turkey 3.0%

Ukraine 2.7%USA 2.3%

Indonesia 2.2%

Iraq 2.1%

ROW 16.9%

(a) (b)

Figure 5. (a) Countries ranked by area of land under cultivation of cucumbers for 2010. (b) Breakdown of Australian market for cucumber seeds by type for 2012.5

4 faostat3.fao.org 5 Terranova Seeds, Cucumber: Market Summary, August 2012.

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Cucumber seeds are often sold in multiples of 1,000 seeds or their equivalent weight. The price of cucumber seed varies greatly according to a number of factors such as:

the quality and traits of the cucumber variety;

whether the variety is open pollinated or hybrid;

the current stage of the variety in its life cycle (old or new);

the customer (e.g. local grower versus wholesaler);

the order quantity; and

the location.

The estimated prices for cucumber seeds in various markets are summarised in Table 1.

Table 1. Estimated prices for cucumber seeds based on Abundant Produce’s internal research.

Market Market type Price Source and comments (US$/1000 seeds)

China Bulk commercial supply 15 and up Market knowledge of proposed directors. Price for supply of multiple tonnes.

International markets Commercial growers 30–100

Market knowledge of proposed directors, conference proceedings and research publications.

Australian market Commercial growers ~260 (A$300)

Market knowledge of proposed directors. Seed supplied mainly from the Netherlands.

USA (internet sales)

Commercial and domestic growers

11–620 (range) 30–330 (majority)

Prices from US internet sales sites.

In the experience of the directors of Abundant Produce, export prices for seed to China are relatively low (around $0.015 per seed) and order volumes are usually very large. Other Southeast Asian nations also offer significant markets for cucumber seed. According to Abundant Produce’s internal research, annual demand from the Middle East is about 600 million seeds, with prices of $0.03–0.10 per seed.

The Australian cucumber market is estimated at 21.6 million seeds.6 The breakdown by type is shown in Figure 5b. The Australian market for cucumber seeds is very small by international standards. However, seed prices in Australia are exceptionally high at around $0.30 per seed, with a large proportion being imported from the Netherlands. Despite the small size of this market, it remains relatively attractive given the high margins available.

In Australia, cucumber specifications include characteristics such as:

(a) length—this varies by type, but is typically 35–40 cm × 3–3.5 cm for continental varieties and 16–17 cm × 2.5 cm for Lebanese varieties;

(b) shape—cucumbers must be very straight;

(c) fruit characteristics—fruit must be dark green colour with medium ribbing and have minimal neck; fruit must be parthenocarpic;

(d) excellent shelf life;

(e) plant type—plants should have thick stems with short internode, tolerant to fruit abortion;

(f) resistance to common diseases such as powdery mildew, cucumber mosaic virus, downy mildew and gummosis heat spot;

6 Terranova Seeds, Tomato: Market Summary, September 2012.

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(g) yield—the higher the better; and

(h) the price.

4.4.4 Tomato market

Abundant Produce has selected tomato as the second vegetable in its breeding program. Like cucumbers, tomatoes are an extremely fast growing plant that must be replanted regularly to maintain yield and quality, resulting in a high demand for seed.

According to the FAO, in 2013 over 4.7 million hectares of land were devoted to growing tomatoes around the world, more than double that of cucumbers. As shown in Figure 6a, China (20.7%) and India (18.6.0%) together account for more than one third of the world’s annual tomato crop, followed by Turkey (6.6%), Nigeria (5.8%), Egypt (4.5%) and Iran (3.5%).7

The Australian tomato market is estimated at almost 120 million seeds.4 The breakdown by type is shown in Figure 6b.

China 20.7%

India 18.6%

Turkey 6.6%Nigeria 5.8%

Egypt 4.5%

Iran 3.5%

USA 3.2%Russia 2.5%Italy 2.0%

Mexico 1.8%Ukraine 1.8%

ROW 29.0%

Open field round40.9%

Open field Roma6.7%

Open field cherry4.3%

Open field grape3.3%

Protected all(low tech) 3.7%

Protected all(high tech) 1.8%

Processing 39.3%

(a) (b)

Figure 6. (a) Countries ranked by area of land under cultivation of tomatoes for 2010. (b) Breakdown of Australian market for tomato seeds by type for 2012.

4.4.5 Competitors

The main suppliers in the vegetable seed market are:

Monsanto

Dupont

Syngenta

Abbott & Cobb

American Takiis

Baker Creek Heirloom Seeds

Bonanza Seeds, and

Nickerson Zwann.

Consolidation is major feature of the seed market, with smaller companies commonly being acquired by larger companies. Details regarding the three largest industry participants follow:

7 faostat3.fao.org

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Monsanto

Monsanto is the world’s largest seller of seeds. It is a Fortune 500 company with a market capitalisation as at 30 September 2015 of US$39.2 billion. In 2014 it achieved annual sales of over US$15.8 billion, with the seeds and genomics segment accounting for US$10.7 billion (67.7%) of this total and agricultural productivity (pesticides etc.) the remaining 32.3%. The company employs 22,000 staff across 66 countries.8

In 2005 Monsanto acquired Seminis, then the world’s largest developer, grower and marketer of vegetable seeds. In 2008, Monsanto acquired De Ruiter Seeds.

Monsanto’s focus is on the development of better grains, fruits and vegetables using selective breeding and genetic modifications to achieve higher yields, improved quality, uniformity, flavour and nutrition, as well as better resistance to insect pests.

Monsanto sells seeds as part of its supply of other agricultural inputs such as fertilisers, pesticides and other crop protection chemicals.

DuPont

DuPont is the world’s second largest seller of seeds behind Monsanto. It is also a Fortune 500 company with a market capitalisation as at 30 September 2015 of US$43.2 billion. In 2014 it achieved annual sales of US$28.4 billion, with seed sales (part of the DuPont Pioneer subsidiary) accounting for 27% of this total. It also has operations in electronics, high performance materials, and colour technologies. The company employs 70,000 staff globally. In 2013 DuPont completed an acquisition of the South African company Pannar Seed Pty Limited.9

DuPont’s focus is on advancing the nutritional content of crops, helping farmers and growers around the world increase food productivity, and finding better ways to ensure food security and safety.

Syngenta

Syngenta is the world’s third largest seller of seeds behind Monsanto and DuPont. The company has a market capitalisation as at 30 September 2015 of US$29.4 billion, with sales in 2014 of US$15.1 billion. The company employs over 28,000 staff across 90 countries.10

Syngenta’s focus is on the development of improved vegetables through breeding programs and crop protection chemicals. The company has grown through acquisition having acquired Sunfield Seeds (USA) in December 2012 and MayAgro Seed (Turkey) in April 2013.

4.4.6 Company position and competitive advantage

Most current seed varieties sold by Monsanto, DuPont and other suppliers are bred in state-of-the-art greenhouses. The resulting seeds are well suited to the managed greenhouses commonly used by growers in many countries, which often feature artificial heating and hydroponics. In many of the food markets of Asia and the Middle East, more basic and non-ideal growing conditions prevail—conditions that include temperature extremes, poor soils and water scarcity. Abundant Produce’s key competitive advantage is its ability to produce varieties that perform well under these non-ideal conditions. In temperate climates, such varieties can also reduce the need for artificial heating, one of the largest cost inputs for farmers and a major contributor to greenhouse gas emissions.

8 Monsanto, 2014 Annual Report (monsanto.com/investors/documents/annual report/2014/ 2014_monsanto_annualreport.pdf). 9 DuPont 2014 Annual Report (investors.dupont.com/files/doc_financials/2014/Databook-2014-FINAL.pdf). 10 syngenta.com/global/corporate/en/investor-relations/company-profile/Pages/key-facts.aspx (retrieved 1 October 2015).

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4.5 Products Abundant Produce has positioned its products as high quality cultivars with benefits to both growers and end users in terms of features such as:

yield, particularly under non-ideal growing conditions;

quality, enabling farmers to produce a higher proportion of A-grade fruit;

reduced input costs (e.g. energy for greenhouse heating);

taste, shape and colour;

plant architecture (for easier growing); and

resistance to diseases and insect pests.

4.5.1 Cucumber

Abundant Produce is currently selling cucumber seeds to a number of domestic and international customers, including Burpee, Envirogrow India and Bunnings Australia. These are companies that the Company will target as distributors of Abundant Produce’s range of seed products. No distributorship agreements have been entered into at the date of this prospectus.

The company’s cucumber breeding program is the most advanced of its programs, with several varieties already developed and work continuing to generate new varieties. As well as tolerance to temperature extremes, the company’s cucumbers have been bred for high yield, a high proportion of A-grade fruit, sweetness and good disease resistance.

Current varieties include several multi-fruited summer varieties, semi-multi-fruited spring/autumn varieties, and six varieties of ‘Cutecumber’, miniature multi-fruited varieties with intense flavour, ideal for school lunch boxes.

Figure 7. Cucumbers being bred at Abundant Produce’s facilities in Cobbitty.

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4.5.2 Tomato

Abundant Produce’s tomato breeding program is well advanced. It includes breeding many types of tomato, such as:

cherry tomatoes with high flavour and a range of colours (including red, yellow and black);

conventional large round types with high flavour and a range of colours (red, pink and yellow);

specialty small pear, egg and strawberry shaped tomatoes with high flavour and a range of colours;

large and mini Roma and egg tomatoes;

oxheart heirloom tomatoes;

grape tomatoes; and

truss tomatoes.

The company has recently achieved its first intergeneric tomato hybrid by crossing a standard tomato and an Australian bush tomato. From this cross it expects to develop one or more unique cultivars with completely new characteristics in terms of taste, appearance, nutritional content and resistance to diseases and insect pests. Abundant Produce is considering marketing this product as a new ‘superfood’ with potential health benefits, once further research and trials are completed.

Breeding of cherry tomatoes is most advanced, with internal trialling to take place in 2015 followed by external trialling in 2016. Many of their other tomato varieties are at their fourth or fifth generation of development and will be ready for internal trialling in 2016 and external trialling the following year. Abundant Produce’s bush tomato hybrid is expected to be ready for internal trialling in 2017.

Figure 8. Tomatoes growing in Abundant Produce’s greenhouses as part of its breeding programs.

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Figure 9. Tomatoes growing in Abundant Produce’s greenhouses as part of its breeding programs.

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4.5.3 Other vegetables

Abundant Produce has initiated new breeding programs for the following vegetable crops:

capsicums/sweet peppers—suitable for greenhouse cultivation;

zucchinis/corgettes—self-pollinating and with a new plant structure suitable for greenhouse cultivation;

eggplants/aubergines—suitable for greenhouse cultivation and self-pollinating for high yields;

chillis—suitable for greenhouse cultivation; and

pumpkins/winter squashes—suitable for field cultivation, self-pollinating and with a higher flesh-seed ratio.

The company has begun growing second generation lines of all these vegetables in 2015. Internal trialling will commence in 2018, with external trialling expected in 2019.

4.6 Business strategy Abundant Produce has positioned itself as an adaptive and science-based developer of conventional and novel greenhouse vegetables. The sale of seeds for those vegetables will be specifically targeted to markets in which Abundant Produce’s seeds are expected to produce vegetables superior to those currently supplied by the producers referred to in Section 4.4.5 above.

Abundant Produce will predominantly sell to distributors, who will sell to end users. The Company has made sales of its seeds to companies that have been targeted as future distributors, including Burpee in the UK. These sales have been for specific seeds ordered by those companies. As at the date of this Replacement Prospectus, the Company has not entered into any distribution agreements.

Abundant Produce will manage the platform of intellectual property it has created, and operate within its core areas of competency. It is not limited by its Australian location and will take advantage of international opportunities where available.

To guide the company during its growth, Abundant Produce has developed a set of strategies, as summarised below.

4.6.1 Product development strategy

Abundant Produce plans to compete against global giants such as Monsanto by developing innovative products with clear competitive advantages.

Most of the company’s current activities are focussed on product development through targeted plant breeding programs. The company has developed a number of novel cucumber varieties with beneficial traits and is in the process of fulfilling initial orders for these products. Additional products across a range of vegetable types are currently in development.

Abundant Produce makes its decisions regarding the varieties to develop in close collaboration with its distributors and end customers. Once a market need has been identified, an R&D project can be established and a product developed to meet that need. This targeted product development model is expected to provide the company with a high rate of technical success in breeding new cultivars as well as a high rate of commercial success in bringing these cultivars to market. The model also minimises management demands.

At the core of the product development process is plant selection. Over at least six growing cycles, parent plants are created. Selection pressures such as heat and cold stress are applied, followed by selection of the best performing individual plants for further breeding. Variances are bred out of the parent lines to create a genetically pure strain. The final generation of seeds are created by crossing the two parent lines to create hybrid seeds, which can produce a genetically consistent plant with ‘hybrid vigour’ and high performance (see Figure 11a). One consequence of hybridisation is it provides a natural mechanism for protecting the company’s

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intellectual property, since attempts to breed from the hybrid plant will produce inconsistent results (see Figure 11b).

(a) (b)

Figure 10. (a) Individual plants used in Abundant Produce’s breeding programs are labelled and careful records kept to track their lineage. (b) A researcher carefully harvests cucumbers seeds to grow the next generation of plants in one of the breeding programs.

in-bred parents

gametes

meiosis

hybrid seed

meiosis

hybrid parents

gametes

meiosis

inconsistent seed

meiosis

(a) (b)

Figure 11. (a) The process of hybridisation between two disparate parent lines results in heterozygous offspring—i.e. each chromosome is different from its pair. (b) Attempts to breed from the hybrid offspring produce inconsistent and poor quality results, creating a natural method of intellectual property protection.

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The above process can generate dozens of product candidates. To make a final product selection, several rounds of internal and external field trials are conducted to assess performance and select the best candidates for full commercialisation. Products may also be further developed in collaboration with international partners.

In the short term, Abundant Produce intends to complete commercial trials of its many current cucumber and tomato varieties. To facilitate this trialling, the company intends to employ additional staff, lease additional land and build an additional greenhouse. Longer term, the company will continue to trial new product candidates across the spectrum of product types.

4.6.2 Production strategy

Seed production is a relatively straightforward procedure. Both female and male parent plants are grown. When mature, the flowers of the female plants are pollinated from the male plants to create a hybrid. Once the hybrid fruits mature, the seeds are harvested, dried, fumigated, sealed and packaged, ready for shipping.

In the short term, Abundant Produce intends to continue to produce its own seed for sale. The company intends to expand its production capacity by leasing additional production premises, building an additional greenhouse and engaging additional technical and production staff. Longer term, the company may look to outsource some of its seed production to one or more dedicated seed production companies.

Figure 12. Production of cucumber seed from Abundant Produce’s breeding programs.

4.6.3 Intellectual property protection strategy

To protect its intellectual property, Abundant Produce employs the following strategies:

(a) It releases only hybrid varieties wherever possible. Since the hybrid plants will not breed true, customers cannot produce their own seed and must continue purchasing hybrid seed to maintain performance.

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(b) It applies for Plant Breeder’s Rights (PBR) registration, also known as plant patents, for new varieties where economically feasible.

(c) It maintains in-house trade secrets.

(d) It applies for utility patents to protect patentable innovations.

4.6.4 Distribution strategy

The Company’s strategy is to distribute and sell its products via multiple channels, including:

International seed companies with their own sales force—Given the large number of vegetable varieties, even very large seed companies cannot offer a full range of seed across all categories. It is therefore common practice within the vegetable seed industry for large companies to source products from smaller suppliers, such as Abundant Produce, and sell these under their own brand. Abundant Produce has been working closely with one of the world’s largest seed companies to secure a distribution agreement covering Europe, the Middle East and Australia;

Multiple distributors with smaller territories—In many developed countries, the vegetable seed market is dominated by a small number of large companies. In other parts of the world such as the Middle East, a larger number of smaller distributors are more commonplace. To achieve widespread distribution, multiple distributors are therefore required. The company’s personnel are in negotiations with distributors in Jordan and other Middle East countries to utilise the distribution networks of those companies;

Fresh produce marketing companies—Abundant Produce has been trialling its products with Perfection Fresh, a large distributor of vegetables to Australian supermarkets, independent retailers, food services and restaurants. Perfection Fresh operates a network of growers, employing over 500 full time staff across Australia; and

Direct to large growers—Abundant Produce can sell its products direct to large growers in all markets where existing distribution agreements permit.

The funds raised from this Prospectus will be used to employ additional sales executives and to fund their travel to facilitate implementation of the Company’s distribution strategy.

Abundant Produce has inventory, being seeds on hand at the date of this Prospectus, which the directors believe have a sales value in excess of $1 million. To date, the directors of Abundant Produce have recognised in its balance sheet seeds to the value of $400,000 (see the Financial Information in Section 6 of this Prospectus). The seeds have been produced over a number of years up to the date of this Prospectus from Abundant Produce’s product development activities. A significant amount of seeds has already been successfully used by Abundant Produce in growing product both in Australia and overseas. The Directors have budgeted for and expect that the current inventory will be sold over the next two years for a price at least equal to the estimated sales value set out above as a result of its engagement of sales executives and the establishment of the company’s distribution system.

4.6.5 Marketing strategy

The Company’s marketing strategy is tightly linked to its distribution strategy, with products marketed through a network of distributors. Abundant Produce continues to develop strong relationships with customers and distributors by providing:

unique products with proven grower benefits;

reliability;

diverse and changing products (yearly addition to product offerings); and

significant consumer benefits in health and convenience.

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Abundant Produce competes on quality, not price, and plans to gain market share by offering customers higher yields, higher quality and lower input costs.

Abundant Produce is mindful of the potential for disruption in the way products are marketed and sold in the vegetable seed industry. Seeds are small, high value products, with few barriers to their being ordered online and shipped directly to customers. The Company will build an online presence and may look to more direct marketing and distribution channels in future if the industry shifts away from the current model.

4.6.6 Branding strategy

Abundant Produce’s brand is expected to maintain the following features:

attributes—high quality, high performance, reliable, environmentally beneficial and innovative;

benefits—higher yields, higher grades, better taste, lower costs of production, improved energy efficiency, reduced environmental impact and improved functionality;

values—providing high quality and high yielding food products with reduced energy and cost inputs to feed people throughout the world; and

culture—highly focussed, technology-driven research company developing new and innovative products by melding traditional techniques with the latest scientific advances.

4.6.7 Partnerships and strategic alliances

Abundant Produce has established strategic alliances with a number of entities. The company undertakes much of its research and development work at the University of Sydney’s Plant Breeding Institute. All work is carried out under contract with NuFlora International Pty Limited (NuFlora). NuFlora is owned by a proposed director, Mr Graham Brown. NuFlora holds a research agreement with the University of Sydney that enables NuFlora to work with the University on research projects while owning all intellectual property resulting from that research. The agreement between Abundant Produce and NuFlora enables Abundant Produce to access all of the IP developed under NuFlora’s agreement with the University of Sydney (see details of contract in Section 8.2). The arrangement enables Abundant Produce to use the University’s advanced research facilities and to draw on the expertise of University staff and students while retaining all intellectual property.

Under the NuFlora agreement, Abundant Produce must pay NuFlora a royalty of 1.65% of revenue derived from the sales of any products that have been bred by NuFlora. The company’s strategy is to establish its own breeding facilities and employ its own breeding staff in the short term. Any sales of products bred by the company’s own breeding staff will not be subject to a royalty to NuFlora. The directors expect that as the company increases its ability to breed products itself, the proportion of the products bred by NuFlora will decrease over time so that the products on which a royalty is payable will progressively decrease.

4.6.8 Financial strategy

The Company has internal controls to manage expenditure on R&D, capital equipment, travel, breeding activities and other overheads. Abundant Produce’s past expenditure has been dominated by its research and breeding programs for product development. The focus of the company is now changing with expenditure being directed towards production and marketing.

The Directors believe that, following completion of the Offers, the Company will have sufficient funds to meet its objectives. Its funding in the longer term will come from a combination of:

remaining cash reserves;

revenues from sales of its products; and

government grants and concessions (such as R&D Tax Credits, Commercialisation Australia grants, the Export Market Development Grants scheme, and international aid and grant programs).

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4.6.9 Outlook

In early 2016, Abundant Produce will be expanding its production capabilities, acquiring additional greenhouse space and employing a scientific technical officer to assist with seed production. The company will employ sales executives to increase and drive its sales and establish its worldwide distribution network.

For its cucumber products, three large distributors with which Abundant Produce has been working closely on field trials have narrowed their selections and are currently conducting larger and more targeted second trials before making their final selections. In parallel with these trials, Abundant Produce is currently producing and will continue to produce seeds to meet potential orders. From mid-2016 through to the end of 2017, production will be expanded to meet the expected sales of its products.

For its tomato products, Abundant Produce is currently creating F1 hybrid seed ready for internal trialling between December 2015 and March 2016. Promising varieties will be trialled in Australia and the northern hemisphere 2016 spring/summer. Second trials will take place in 2017. In parallel, Abundant Produce is continuing to develop its parental material to increase purity and improve performance of its final products.

4.6.10 Planning

Set out in the following chart is a summary of the plans and action list to develop the Company’s business to the end of 2017. The action to be taken is shown in dark shading.

2015 2016 2017 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Employ Marketing Manager Full implementation of marketing strategy Ongoing development of distribution network Expansion of greenhouse production facilities Second trials of cucumbers candidates Preliminary production of cucumber seed Expanded production of cucumber seed Creation of first F1 hybrid tomato seeds Internal trialling of F1 hybrid tomatoes Ongoing development of parental tomato lines Northern hemisphere first tomato field trials Southern hemisphere first tomato field trials Northern hemisphere second tomato field trials Preliminary production of tomato seed Expanded production of tomato seed Ongoing development of other products

4.7 Further acquisitions The Directors will continue to form relationships with other technology-based companies in the area of fruit and vegetable breeding. In particular, the Directors are looking for companies with complementary products to those of Abundant Produce that are already at or near commercialisation, and which may benefit from Abundant Produce’s existing expertise and relationships in facilitating product commercialisation. Where suitable companies are found, the Company may consider acquiring or merging with these companies.

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4.8 Financial Position The Company’s unaudited accounts for the year ended 30 June 2015 are set out in Appendix 1 of the Investigating Accountants Report in Section 6.

Since incorporation in 2011 through to 30 June 2015, Abundant Produce has been a private company carrying out research only. It made its first sales in the year ended 30 June 2015, being an amount of $15,536. As a private company, Abundant Produce was not required to prepare audited accounts and the directors determined that it was not in the interests of shareholders to incur the expense of an audit in those years.

The accounts for the year ended 30 June 2015 shown in Section 6 will not be indicative of the future financial performance of the Company. In those accounts, there are two items of income, making up 97.9% of the revenue of the Company, which are ‘one-off’ items, the details of which follow:

(a) Gain on initial recognition of seed ($455,536): This is a non-cash item, being the recognition of the value of the seeds that have been developed by Abundant Produce in its research phase. In the 2016 and subsequent years, the Company will be regarded as a producer and its revenue will consist of actual sales made to customers. It will not be appropriate to recognise unsold seed on hand, which is trading stock, as revenue in the future. The directors therefore do not expect that the value of seed on hand at year-end will be recognised as a revenue item in future years.

(b) R&D Tax Incentive ($281,023): As Abundant Produce becomes a producer of seeds, sales to customers will become its major source of revenue. Although it may in the future be entitled to R&D grants, this source of revenue is expected to form a very minor part of the Company’s total revenue.

The expenditure of the Company in the current and future years will be significantly different to the expenditure shown in the accounts for the year ended 30 June 2015. Set out in Sections 3.6 and 4.6 is a commentary of the expenditure plans of the Directors in relation to the funds that will be raised from the Offer. This expenditure of over $2 million in the near future compares with the expenditure of Abundant Produce shown in the accounts for the year ended 30 June 2015 of $42,414 and cost of sales of $15,536.

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5 Directors, management and corporate governance On completion of the Acquisition, it is proposed that the Board will consist of Vincent Logan, Anthony Crimmins and Graham Brown.

The current Directors of the Company, being Brett Crowley, Richard Ochojski and Michael Pixley, will retire.

5.1 Current Directors

5.1.1 Brett Crowley CHAIRMAN AND COMPANY SECRETARY

Brett Crowley is a practicing solicitor and is an experienced chairman, finance director and company secretary of ASX-listed companies. He currently practices as a solicitor and is a former Senior Legal Member of the NSW Civil and Administrative Tribunal.

Brett has over 30 years’ experience in advising emerging companies. His core expertise is in taxation, corporate strategy, structuring, capital raisings and commercial negotiations. He is Company Secretary of Flat Glass Industries Limited (ASX: FGI) and Story-I Limited (ASX: SRY). He was formerly a Partner of Ernst & Young in Hong Kong and Australia from 1988 to 1994, and a partner of KPMG in Hong Kong from 1998 to 2000.

Brett was a director of The Doctors Company Limited. This Company grew by acquiring doctors’ practices in NSW and Queensland. The Company was placed into liquidation in insolvency in 2010.

5.1.2 Richard Ochojski NON-EXECUTIVE DIRECTOR

Richard Ochojski is an experienced senior finance executive with substantial local and international banking and finance industry experience across wide-ranging business sectors, particularly service industries. He has an extensive corporate finance and lending background, specialising in cash flow lending. He holds, and has held, various public company board positions at director and chairman level.

Richard was until recently a director of Q Limited, which acquired the Crowd Mobile Group and became Crown Mobile Limited (ASX: CR8) after relisting on ASX in January 2015.

5.1.3 Michael Pixley NON- EXECUTIVE DIRECTOR

Michael Pixley is a senior corporate consultant within the industrial and mining sectors, acting for and on behalf of private and listed companies based in Australia and internationally. He is an experienced board member, having held both present and past CEO and board positions with a range of private and public enterprises.

Michael has 30 years’ experience in the corporate arena, which includes founding companies and guiding them through to IPO, as well as advisory services around company-building M&A transactions. He currently consults to a range of industrial companies, primarily around the power generation sector. The services provided include corporate and financial structuring, M&A introductions with due diligence support, advice around capital raising and subsequent negotiations. .

Michael is currently on the boards of ASX-listed Pan Asia Corporation Limited (ASX: PCZ), which is mining coal in Indonesia, and Singapore-based CSME Power Systems Pte Limited, which is engaged in power generation and engineering in the Australasian region. He was until recently a director of Oklo Resources Limited (ASX: OKU) and Ephraim Resources Limited (ASX: EPA). He was a director of the biodiesel company Natural Fuel Limited, which was placed in voluntary administration in 2009 and was subsequently released in 2010.

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5.2 Proposed Directors

5.2.1 Vincent Logan CHAIRMAN AND NON-EXECUTIVE DIRECTOR

Vince Logan has over 18 years’ experience working in and commercialising agriculture research in the grains industry for the Grains Research & Development Corporation (GRDC). In that time he has worked with the University of Sydney and Grain Corp Limited to establish with the GRDC the commercial wheat breeding company Sunprime Seeds Pty Limited, which in 2005 merged with another company he helped establish, Australian Grain Technology Pty Limited. Over the last 10 years, this merged entity has become the most successful wheat breeding company in Australia.

Vince was involved in establishing Arista Cereal Technologies Pty Limited, a joint venture between GRDC, CSIRO and the French seed company Limagrain, which has developed a high fibre wheat that is now under commercialisation globally, and Novozymes Biologicals Pty Limited, a joint venture between GRDC and the Canadian based Novozymes Bio-Ag (a subsidiary of the Danish multi-national enzyme company), which develops, markets and distributes growth-enhancing soil biology products in Australia.

Prior to working with GRDC, Vince worked in finance and marketing roles in the oil industry with Shell Australia Limited for 17 years. He is on the boards of Arista Cereal Technologies Pty Limited and Plant Bio Security CRC Limited, and chairs Plant Biosecurity IP Pty Limited. He is a CPA and is a Graduate of the Australian Institute of Company Directors.

5.2.2 Anthony Crimmins EXECUTIVE DIRECTOR AND INTERIM CHIEF EXECUTIVE OFFICER

Anthony (Tony) Crimmins has been actively involved in the business development of numerous start-up companies currently listed on the Australian Securities Exchange, including BluGlass Limited and Jatenergy Limited. He was fundamental in identifying projects and businesses that could be successfully listed, particularly in ‘breakthrough’ businesses.

Tony worked for six years as an environmental engineer and business development manager in Asia, and has a high level of fluency in Mandarin and an understanding of Asian business practices. He has previously worked as a general and project manager, and in commercialisation of technology-based products and services.

Tony is currently the Executive Chairman of Jatenergy Limited.

5.2.3 Graham Brown EXECUTIVE DIRECTOR AND RESEARCH MANAGER

Graham Brown is part owner of NuFlora International Pty Limited and the Horticultural Development Manager for the University of Sydney’s Plant Breeding Institute (PBI). In 2007, Graham was appointed as a plant science advisor to the ASX-listed Jatenergy Limited, for its business of growing oilseed crops in Southeast Asia for biodiesel feedstock.

Graham has 20 years’ experience in plant product development for Australian and international markets through his role with NuFlora. Prior to this Graham was a wheat breeder with the University of Sydney for 20 years, specialising in developing high quality, disease-resistant wheat varieties.

5.2.4 Adam Hajek ALTERNATIVE DIRECTOR FOR ANTHONY CRIMMINS

Adam Hajek is an executive in the commercial property essential maintenance industry. He has over 20 years’ experience in the electronics and essential services industries and is the Managing Director of Austratronics Pty Limited, an essential services installation and maintenance business.

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Adam is a director of the Hajek Investments group of companies, where his core responsibilities include financial control of the group and capital raising to fund business growth. He holds an Associate Diploma in Electronic Engineering.

5.3 Management team The management team of Abundant Produce comprises:

Anthony Crimmins—Chief Executive Officer (see Section 5.2.2 above);

Adam Hajek—Chief Operating Officer (see Section 5.2.4 above);

Graham Brown—Research Manager (see Section 5.2.3 above); and

Dr Nabil Ahmad—Research Scientist (see Section 5.3.1 below).

5.3.1 Dr Nabil Ahmad RESEARCH SCIENTIST

Nabil Ahmad is a plant research scientist. He holds a Bachelor of Science and Master of Science from the University of Jordan and worked for four years as a researcher and coordinator of the vegetable unit at the National Centre for Agricultural Research and Technology Transfer in Amman, Jordan. During that time, Nabil undertook research on salt and drought tolerance beside many extension activities to promote the hydroponic growing systems.

In 2005, Nabil graduated from the University of Sydney with a PhD on a new approach to the rapid development of improved drought tolerant hybrid varieties of Australian native grasses and grass-like plants. In this work, floral development and embryology of Lomandra longifolia and Poa labillardieri have been described for the first time using scanning electron microscopy analysis and cytological observations. Self-incompatibility and somatic embryogenesis have also been studied in the targeted plants for the first time.

From 2005, Nabil was an honorary research associate at the University of Sydney. During this time he worked for the private sector and developed the first breeding program for F1 hybrid cucumbers in Australia. This was a successful program, leading to the release of a number of parthenocarpic gynoecious varieties in Australian and overseas markets. Since mid-2011, Nabil has been employed by the University as a research fellow with an interest in drought and salt tolerance in cucumbers and tomatoes, and enhancing the flavour in F1 tomato varieties.

5.4 Corporate governance The Company’s main corporate governance policies and practices as at the date of this Prospectus are outlined below.

The Company has adopted the Principles of Corporate Governance and Recommendations (Third Edition) published by ASX Corporate Governance Council unless disclosed below.

As the Company’s activities develop in size, nature and scope following completion of the Acquisition, the size of the Board and the implementation of additional corporate governance structures will be given further consideration.

5.4.1 Board of Directors

The Board of Directors is responsible for the corporate governance of the consolidated entity. It monitors the business affairs of the Company on behalf of shareholders by whom they are elected and to whom they are accountable.

The Company currently has no executive officers.

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Upon completion of the Acquisition, the Chief Executive Officer will be responsible for conducting the affairs of the Company under delegated authority from the Board and implementing the policies and strategies set by the Board. In carrying out his responsibilities, the Chief Executive Officer will report to the Board in a timely manner and ensure all reports to the Board present a true and fair view of the Company’s financial position and operating results.

5.4.2 Composition of the Board

The composition of the Board shall be determined in accordance with the following principles and guidelines:

(a) The Board shall comprise at least three Directors, increasing where additional expertise is considered desirable in certain areas;

(b) The Board shall not comprise a majority of executive Directors; and

(c) Directors shall bring characteristics that allow a mix of qualifications, skills and experience.

While there is currently no formal review process in place, the performance of all Directors is informally reviewed by the Chairman in order to ensure that the Board continues to discharge its responsibilities in an appropriate manner. Directors whose performance is unsatisfactory may be asked to retire. This review process may change following the Acquisition.

The Board currently comprises three directors. The skills, experience and expertise relevant to the position of each Director who is in office at the date of this Prospectus is detailed in Section 5.1 above.

Following completion of the Acquisition, the structure of non-executive Directors’ remuneration will be clearly distinguished from that of executive Directors (if any) and senior executives.

5.4.3 Performance evaluation and communication to Shareholders

The Board aims to ensure that the Shareholders, on behalf of whom they act, are informed of all information necessary to assess the performance of all Directors. Information is communicated to the Shareholders through:

(a) the Annual Report, which is distributed to all Shareholders and posted on the ASX website www.asx.com.au;

(b) the half-yearly report, which is posted on the ASX website www.asx.com.au;

(c) the Annual General Meeting and other meetings called to obtain approval for Board action as appropriate;

(d) the Company’s compliance with ASX continuous disclosure requirements; and

(e) all public announcements and associated documents, which are made available on the Company website at www.abundantproduce.com.

5.4.4 The role of Shareholders

The Board aims to ensure that the Shareholders are informed of all major developments affecting the consolidated entity’s state of affairs:

(a) Proposed major changes in the consolidated entity that may impact on share ownership rights are submitted to a vote of Shareholders.

(b) Notices of all meetings of Shareholders are made available to Shareholders.

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(c) The Board encourages full participation of Shareholders at the Annual General Meeting to ensure a high level of accountability and identification with the consolidated entity’s strategy and goals. Important issues are presented to the Shareholders as single resolutions.

(d) The Shareholders are requested to vote on the appointment and aggregate remuneration of Directors, the granting of options and shares and changes to the Constitution. Copies of the Constitution are available to any Shareholder who requests it.

(e) The External Auditor is to attend the Annual General Meeting and is available to answer Shareholder questions about the conduct of the audit and the preparation and content of the Auditor’s report.

5.4.5 Audit committee

The Board holds the responsibilities of the audit committee. This may change following the Acquisition.

5.4.6 Continuous disclosure policy

Once listed, the Company will be required to comply with the continuous disclosure requirements of the ASX Listing Rules and the Corporations Act. Subject to the exceptions contained in the ASX Listing Rules, the Company will be required to disclose to ASX any information concerning the Company that is not generally available and which a reasonable person would expect to have a material effect on the price or value of the Shares. The Company is committed to observing its disclosure obligations under the ASX Listing Rules and the Corporations Act. Copies of documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, an ASIC office.

The Board’s aim is to ensure that Shareholders are provided with sufficient information to assess the performance of the Company and that they are informed of all major developments affecting the state of affairs of the Company relevant to Shareholders in accordance with all applicable laws. Information will be communicated to Shareholders through the lodgement of all relevant financial and other information with ASX and publishing information on the Company’s website (abundantproduce.com). In particular, the Company’s website will contain information about it, including media releases, key policies and the terms of reference of its Board committees.

All relevant information will be posted on the Company’s website as soon as it has been released to ASX. The Company has adopted a policy to take effect from Listing that establishes procedures that are aimed at ensuring that Directors and management are aware of and fulfil their obligations in relation to the timely disclosure of material price-sensitive information.

5.4.7 Internal control framework

The Board acknowledges that it is responsible for the overall internal control framework but recognises that no cost-effective internal control system will preclude all errors and irregularities. The Board believes that the current cost control framework to be suitable to the Company’s current operations. There is no internal audit function as the cost would significantly outweigh the benefits. This may change following the Acquisition.

While the Board currently carries out the day to day operations of the Company, once the Chief Executive Officer is appointed upon completion of the Acquisition, he/she (together with the Chief Financial Officer, if there is one, or other person who performs that function) would be delegated the task of implementing internal controls to identify and manage risks for which the Board provides oversight. F

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5.4.8 Trading policy

The Company’s policy regarding Directors and employees trading in its securities is set by the Board. The policy restricts Directors and employees from acting on material information until it has been released to the market and adequate time has been given for this to be reflected in the price of the Company’s securities.

5.4.9 Conflict of interest

In accordance with the Corporations Act and the Company’s Constitution, the Directors must keep the Board advised on an ongoing basis of any interest that could potentially conflict with those of the Company.

5.4.10 Independent professional advice

Each Director will have the right to seek independent professional advice at the Company’s expense. However, prior approval of the Chairman will be required, which will not be unreasonably withheld.

5.4.11 Business risk management

The Board will monitor and receive advice on areas of operational and financial risk, and consider strategies for appropriate risk management arrangements.

Specific areas that were initially identified and which will be regularly considered by the Board meetings include foreign currency fluctuations, performance of activities, human resources, the environment and continuous disclosure obligations.

5.4.12 Ethical standards

The Board’s policy is for all Directors and management to conduct themselves with the highest ethical standards. All Directors and employees will be expected to act with integrity and objectivity, striving at all times to enhance the reputation and performance of the consolidated entity.

The Company has a Diversity Policy in place which provides a framework for establishing measurable objectives for achieving gender diversity and for the Board to assess annually both the objectives and progress in achieving them.

5.4.13 Other information

Further information relating to the Company’s corporate governance practices and policies can be obtained from the Company upon request.

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0PROSPECTUSBLACKCREST RESOURCES LIMITED

6 Investigating Accountant’s Report RJE/GB

23 October 2015 The Directors Abundant Produce Limited Suite 904 37 Bligh Street SYDNEY NSW 2009 Dear Sirs Investigating Accountant’s Report – Abundant Produce Limited ACN 606 255 887 Introduction This report has been prepared at the request of the Directors of Abundant Produce Limited (“Abundant Produce” or “the Company”), for inclusion in a prospectus to be lodged with the Australian Securities and Investment Commission (“ASIC”) on or around 23 October 2015 (“Prospectus”), relating to the proposed issue of a minimum of 15,000,000 ordinary shares at an issue price of 20 cents each to raise a total of at least $3,000,000. The Company may also accept oversubscriptions of up to a further 2,500,000 ordinary shares at an issue price of 20 cents each to raise up to a further $500,000. Basis Of Preparation The report has been prepared to provide investors with information on historical results and the financial position of Abundant Produce, and to provide investors with a pro forma Statement of Financial Position and pro forma Statement of Comprehensive Income of Abundant Produce as at 30 June 2015 adjusted to include funds raised by the Prospectus and the completion of acquisitions and other transactions as referred to in Note 2 of Appendix 2. This report does not address the rights attaching to the Shares to be issued in accordance with the Prospectus, the risks associated with the investment, nor form the basis of an Expert’s opinion with respect to a valuation of the Company or a valuation of the share issue price of 20 cents per share to the public. Bentleys NSW Audit Pty Limited (‘Bentleys’) has not been requested to consider the prospectus for Abundant Produce nor the merits and risks associated with becoming a shareholder and accordingly, has not done so, nor purports to do so. Bentleys accordingly takes no responsibility for those matters or for any matter or omission in the Prospectus, other than responsibility for this report. Risk factors are set out in Section 7 of the Prospectus.

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Abundant Produce Limited

Investigating Accountant’s Report

1 | P a g e

Background Abundant Produce was formed as an unlisted public company limited by shares on 4 June 2015. The Company is principally formed to seek out investment opportunities. At the date of this report the company has entered into a Share Purchase Agreement with the shareholders of Abundant Produce Australia Pty Limited to acquire all of the issued ordinary shares. Refer to Section 8 of the Prospectus for further details of the nature of these agreements. Scope of Report Bentleys has been requested to: (a) report whether anything has come to our attention which would cause us to believe that the historical

financial information disclosed in the appendices to this report is not fairly presented in accordance with the recognition and measurement requirements (but not the disclosure requirements) of Australian Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by Abundant Produce; and

(b) report whether anything has come to our attention which would cause us to believe that the pro forma

financial information disclosed in the appendices to this report is not presented fairly in accordance with the basis of preparation and assumptions set out therein and with the recognition and measurement requirements (but not the disclosure requirements) of Australian Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by Abundant Produce.

Abundant Produce has prepared, and is responsible for, the historical and pro forma financial information included in the appendices to this report. Scope of Review We have conducted our review of the historical financial information in accordance with Australian Auditing Standard ASAE 3420 “Assurance Engagements to Report on the Compilation of Pro Forma Historical Financial Information included in a Prospectus or other Document”. We made such enquiries and performed such procedures as we, in our professional judgement, consider reasonable in the circumstances, including: (i) enquiry of directors, management and others; (ii) analytical procedures on the historical information; (iii) a review of work papers, accounting records and other documents; (iv) comparison of consistency in application of the recognition and measurement requirements (but not

the disclosure requirements) of Australian Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by Abundant Produce; and

(v) review of unaudited workpapers for the year ended 30 June 2015. The review procedures were substantially less in scope than an audit examination conducted in accordance with Australian Auditing Standards.

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Having regard to the nature of the review, which provides less assurance than an audit and to the nature of the historical and pro forma financial information, this report does not express an audit opinion on the historical and pro forma financial information included in the appendices to this report. Opinions (a) Historical Financial Information

Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that the historical financial information, as set out in the appendices of this report is not presented fairly in accordance with the recognition and measurement requirements (but not the disclosure requirements) of Australian Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by Abundant Produce. (b) Pro Forma Financial Information

Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that the pro forma financial information, as set out in the appendices of this report is not presented fairly in accordance with the basis of preparation in the appendices and assumptions set out therein and with the recognition and measurement requirements (but not the disclosure requirements) of Australian Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by Abundant Produce. Subsequent Events To the best of Bentleys’ knowledge and belief, there have been no material items, transactions or events subsequent to 30 June 2015 not otherwise disclosed in this report or its appendices that have come to our attention during the course of our review which would cause the information included in this report to be misleading or deceptive.

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Independence Bentleys does not have any interest in the outcome of the listing of the shares, other than in connection with the preparation of this report for which normal professional fees will be received. Bentleys were not involved in the preparation of any part of the Prospectus, and accordingly, make no representations or warranties as to the completeness and accuracy of any information contained in any other part of the Prospectus. Bentleys consents to the inclusion of this report in the Prospectus in the form and content in which it is included. At the date of this report, this consent has not been withdrawn. Yours faithfully

BENTLEYS NSW AUDIT PTY LIMITED

ROBERT EVETT Director

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Appendix 1 – Historical and Pro-Forma Financial Information

Statement of Comprehensive Income

Reviewed Actual

For the Year 30 June 2015

Reviewed Pro forma

For the Year 30 June 2015

$ $

Revenue

Gain on initial recognition of Seed - 455,536

R&D Tax Incentive - 281,023

Other Income - 15,574

Expenses

Cost of Sales (15,536)

Operations and administration expenses - (29,689)

Depreciation and amortisation expenses - (12,725)

Profit before income tax expense - 694,183

Income tax expense - (128,165)

Profit after income tax expense - 566,018

Other comprehensive income - -

Total Comprehensive Income for the period - 566,018

Abundant Produce Australia Pty Limited is recognised as the accounting acquirer under AASB3: Business Combinations. In line with the disclosure requirements of AASB 3, the financial performance of Abundant Produce Australia Pty Limited for the year ended 30 June 2015 has been disclosed in the statement of comprehensive income.

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Statement of Financial Position

Note

Reviewed Actual

30 June 2015

Reviewed Pro forma

30 June 2015 $ $

CURRENT ASSETS

Cash and Cash Equivalents 3 40 2,918,360

Receivables - 161,449

Inventory - 440,000

TOTAL CURRENT ASSETS 40 3,519,809

NON CURRENT ASSETS

Property, Plant and Equipment - 28,382

Intangible Assets 4 - 1,135,171

Deferred Tax Assets - 67,977

TOTAL NON CURRENT ASSETS - 1,231,530

TOTAL ASSETS 40 4,751,339

CURRENT LIABILITIES

Trade and other payables - 197,191

TOTAL CURRENT LIABILITIES - 197,191

NON CURRENT LIABILITIES

Deferred Tax Liabilities 132,000

TOTAL NON-CURRENT LIABILITIES - 132,000

TOTAL LIABILITIES - 329,191

NET ASSETS 40 4,442,148

EQUITY

Contributed Equity 5 40 3,712,697

Retained Profits 6 - 709,451

TOTAL EQUITY 40 4,442,148

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Appendix 2 – Notes to and Forming Part of the Financial Statements 1. Summary of significant accounting policies (a) Basis of Accounting

The financial statements have been prepared in accordance with the measurement and recognition (but not the disclosure) requirements of Australian Accounting Standards, Australian Accounting Interpretations and the Corporations Act 2001. The financial statements have been prepared on an accruals basis, are based on historical cost and except where stated do not take into account changing money values or current valuations of selected non-current assets, financial assets and financial liabilities. Cost is based on the fair values of the consideration given in exchange for assets. The preparation of the Statement of Comprehensive Income and Statement of Financial Position requires the use of certain critical accounting estimates and assumptions. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Statement of Comprehensive Income and Statement of Financial Position are disclosed where appropriate. The financial information has been prepared on the basis of a going concern which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. The Statement of Comprehensive Income for the period ended 30 June 2015 and the Statement of Financial Position as at 30 June 2015 are in accordance with the Company’s reviewed financial position at that date. The pro forma Statement of Comprehensive Income for the year ended 30 June 2015 and the pro forma Statement of Financial Position as at 30 June 2015 represents the reviewed financial result and position and adjusted for the transactions discussed in Note 2 to this report. The Statement of Comprehensive Income and Statement of Financial Position should be read in conjunction with the notes set out in this report.

(b) Cash and Cash Equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts.

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(c) Revenue and Other Income Revenue is measured at the fair value of the consideration received or receivable. Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial asset. All revenue is stated net of the amount of goods and services tax (GST).

(d) Seed

Seeds are initially measured at their fair value less costs to sell at the time of picking. The fair value of

seeds is determined by reference to market prices for seed, at the time of picking.

Changes in fair value less costs to sell the seeds and gains or losses on initial recognition of seeds are

recognised in the statement of comprehensive income. At date of picking, seeds are recorded as inventory.

(e) Inventory

Inventory comprising seeds are valued at fair value less costs to sell at the time the seeds are picked.

(f) Income Tax The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company’s subsidiaries and associated entities operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects either accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

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Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

(g) Impairment of Assets At each reporting date, the Company reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the Statement of Comprehensive Income.

(h) Trade Creditors These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year and which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.

(i) Contributed Equity Ordinary shares are classified as equity. Costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(j) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST except:

Where the GST incurred on the purchase of goods and services is not recoverable from the taxation

authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part

of the expense item as applicable; and

Receivables and payables in the statement of financial position are shown inclusive of GST.

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2. Actual and Proposed Transactions to Arrive at the Pro-Forma Financial Information The pro-forma financial information has been included for illustrative purposes to reflect the position of Abundant Produce on the assumption that the following transactions had occurred as at 30 June 2015:

i. Issue of 25,000,000 shares in Abundant Produce Limited for $0.20 per share to Abundant Produce

Australia Pty Limited ACN 148 987 811 as consideration for the acquisition of 100% share in Abundant Produce Pty Limited. Abundant Produce Pty Limited is deemed the accounting acquirer under AASB3;

ii. Issue of 15,000,000 shares in Abundant Produce Limited for $0.20 per share pursuant to the

prospectus; and

iii. Prospectus costs of $96,320 pursuant to the prospectus.

Note

Reviewed Actual

30 June 2015

Reviewed Pro forma

30 June 2015 $ $

3. Cash and cash equivalents Cash at Bank 40 40 Cash in Abundant Produce Pty Limited recognised on acquisition

14,640

Issue of 15,000,000 ordinary shares pursuant to the Prospectus

2 (ii) - 3,000,000

Prospectus issue costs 2(iii) - (96,320) -

40 2,918,360 Note: The effect of the oversubscriptions has not been accounted for. In the event of oversubscriptions occurring, the Company’s total raising would fall between the minimum subscription of $3,000,000 and the maximum oversubscription up to $3,500,000, the proforma cash balance would be increased to the extent of the oversubscription (adjusted for any increase in prospectus issue costs arising from the oversubscription). 4. Intangibles

Research & Development - 1,132,726 Formation Expenses - 2,445

- 1,135,171

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5. Contributed Equity Balance at 30 June 2015 40 40 Contributed Equity in Abundant Produce Pty Limited recognised under AABS 3 reverse acquisition 808,977 Issue of 15,000,000 of ordinary shares pursuant to prospectus

2(ii) - 3,000,000

Prospectus Issue Costs 2(iii) - (96,320)

40 3,712,697

Notes No. No. a) Ordinary shares Balance at 30 June 2015 40 40 Issue of 25,000,000 ordinary share for acquisition of

Abundant Produce Australia Pty Limited 2(i)

- 25,000,000 Issue of 15,000,000 ordinary shares pursuant to

Prospectus 2(ii)

- 15,000,000

- 40,000,040

6. Retained Earnings Opening Retained Earnings - - Opening retained earnings in Abundant Produce Australia Pty Limited recognised under AABS 3 reverse acquisition

- 143,433 Profit and Loss in Abundant Produce Pty Limited recognised under AABS 3 reverse acquisition

566,018

Closing Retained Earnings - 709,451

7. Business Combinations

Acquisition of Abundant Produce Limited by Abundant Produce Australia Pty Limited

Subject to the Share Purchase Agreement, if the acquisition of Abundant Produce Australia Pty Limited by Abundant Produce Limited had occurred on 30 June 2015, Abundant Produce Pty Limited would be deemed the accounting acquirer under AASB 3: Business Combinations. As a result the acquisition would be as follows:-

Purchase Price Fair value for acquisition of 100% of Abundant Produce’s issued capital

40

Less Cash 40

Total Assets and Liabilities 40

Goodwill -

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8. Related Parties Refer to Section 3 of the prospectus for details of related party transactions and shareholdings

9. Contingent Assets and Liabilities At the date of the report no material commitments or contingent liabilities exist that we are aware of, other than those disclosed in this Prospectus.

10. Subsequent Events At the date of this report there have been no material events subsequent to balance date that we are aware of, other than those disclosed in this Prospectus.

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7 Risk factors There are specific risks which relate directly to the Company’s business, including its operations upon completion of the Acquisition. In addition, there are other general risks, many of which are largely beyond the control of the Company and the Directors. The risks identified in this section, or other risk factors, may have a material impact on the financial performance of the Company and the market price of the Shares.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

7.1 Risks specific to an investment in the Company

7.1.1 Contractual Risk—Share Purchase Agreement

Pursuant to the SPA, the key terms of which are summarised in Section 8.1, the Company has agreed to acquire 100% of the issued capital of Abundant Produce subject to the fulfilment of certain conditions, including meeting the requirements of Chapters 1 and 2 of the ASX Listing Rules. There is risk that the SPA conditions cannot be fulfilled and, in turn, the Acquisition is not completed.

If the Acquisition is not completed, the Company will incur third party costs relating to advisors and other costs, without any material benefit being achieved.

7.2 Risks specific to investing in the Company upon Completion of the Acquisition

7.2.1 Reliance on distributors

Abundant Produce’s sales may be disrupted by any major changes to its main distributors, such as a financial failure or takeover.

7.2.2 Disease or insect infestation

Viral or bacterial infections or insect infestations may affect the breeding program or seed production, affecting near term sales and damaging the Company’s reputation if sales orders cannot be met.

7.2.3 Reliance on key and skilled personnel

The Company is reliant on its ability to retain senior management and experienced personnel. The loss of the services of senior management personnel without suitable replacements or the inability to attract and retain qualified personnel can adversely affect performance.

7.2.4 Loss or theft of intellectual property

The intellectual property inherent in the Company’s products could be lost or stolen by unscrupulous operators, particularly in foreign markets where IP protection mechanisms are not as stringently enforced as in Australia.

7.2.5 Foreign exchange risks

As the operations of Abundant Produce are focussed on exporting products into countries outside Australia, revenues are typically earned in foreign currencies, predominantly US dollars. Accordingly, a foreign exchange risk exists in relation to any significant fluctuations in currency exchange rates. The Company does not have any formal policy for hedging against foreign exchange exposure.

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7.3 Industry risks

7.3.1 Competitive pressures

Individual products may fail to be accepted within the market. The Company could be subject to substantial competitive pressure from rival products. The entry of new players into the industry would increase competitive pressure faced by existing operators.

Abundant Produce is committed to using a blend of traditional breeding practices and the latest scientific advances, without resorting to transgenic techniques (genetic modification). Competitors using transgenic techniques may be able to develop superior products with key competitive advantages.

7.3.2 Backlash against hybrid seed

Abundant Produce sells hybrid seeds, which are genetically consistent and provide growers with ‘hybrid vigour’ for better plant performance. This technology prevents farmers from saving seed to grow their next generation of crops, making them dependent on seed suppliers. Use of hybrid seeds with superior yield performance is also blamed for decreased use of land races and a consequent loss of genetic diversity within particular crops. For these reasons, some environmental groups and other activists have been campaigning against hybrid seed. There is a risk that this backlash against use of hybrid seed may affect Abundant Produce’s ability to sell its products, particularly in some developing nations where land races are still widely grown.

7.4 Risks relating to ownership of Company shares

7.4.1 Future profitability or dividends are not assured

No assurance as to future profitability or dividends can be given as these are dependent on future earnings and working capital requirements of the Company. Potential investors should note that there can be no guarantees with respect to the payment of dividends and return of capital.

7.4.2 Future funding

The existing working capital and the issue proceeds of the Public Offer may not be sufficient to fully fund the estimated costs of implementing all these plans. Additional debt or equity to fund such expansion plans may be required.

7.4.3 Economic

The financial performance and value of the Company may be influenced by various economic factors such as inflation, interest rates, domestic and international economic growth, taxation policies, legislative change, political stability, stock market conditions in Australia and elsewhere, changes in investor sentiment towards particular market sectors, exchange rate fluctuations and acts of terrorism.

7.4.4 Liquidity and realisation

There is no guarantee that an active market for the Shares will develop once the Shares are quoted on the ASX. There may also be relatively few potential buyers or sellers of the Shares on ASX or otherwise at any time which may increase the volatility of the market price of the Shares.

Following quotation, the substantial Shareholders set out in Section 3.7 will hold 43.16% of the Shares (assuming the Maximum Subscription and completion of the Acquisition), which will also impact on liquidity. If each of the substantial Shareholders is required by ASX to enter into escrow arrangements so that some or all of the Consideration Shares are restricted from the date on which they are issued to the date that is between

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12 months and 24 months thereafter, this may cause, or at least contribute to, limited liquidity in the market for the Shares. This could affect the prevailing market price at which Shareholders are able to sell their Shares.

7.4.5 Price of Shares

The price at which Shares are quoted on ASX may increase or decrease due to a number of factors. These factors may cause the Shares to trade at prices below the Issue Price. There is no assurance that the price of the Shares will increase following the quotation on ASX. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

Some of the factors which may affect the price of the Shares include fluctuations in the domestic and international market for listed stocks, general economic conditions, including interest rates, inflation rates, exchange rates, commodity and oil prices, changes to government fiscal, monetary or regulatory policies, legislation or regulation, inclusion in or removal from market indices, the nature of the markets in which Abundant Produce operates and general operational and business risks.

7.4.6 Taxation changes

Changes to the tax laws in Australia and the other jurisdictions in which the Company plans to operate and the rate of taxes imposed on the Company are likely to affect Shareholder returns.

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8 Summary of material contracts Set out below is a summary of the material contracts to which the Company is a party. On request, full versions of these material contracts can be viewed at the Company’s registered office.

8.1 Share Sale Agreement On 4 September 2015, the Company entered into a Share Purchase Agreement (SPA) with the Abundant Vendors. The SPA governs the sale to the Company of all of the issued shares in Abundant Produce (Sale Shares). In consideration for the transfer of the Sale Shares to the Company, the Company must pay the Abundant Vendors the amount of $5,000,000 to be satisfied by the issue of 25,000,000 Shares at an issue price of $0.20 per Share (Consideration Shares) to the Abundant Vendors on completion of the SPA.

Completion of the SPA is conditional upon certain conditions precedent being satisfied, including but not limited to:

(a) the Company obtaining all necessary Shareholder approvals and satisfying all requirements, under the Corporations Act and the ASX Listing Rules, for the transactions contemplated by the SPA and the Prospectus; and

(b) the Company successfully implementing a capital raising of a minimum of $3,000,000 (before costs) through the issue of 15,000,000 Shares at $0.20 per Share.

Other relevant conditions of the SPA are:

(a) The Company is not obliged to complete the purchase of any of the Sale Shares unless the sale and purchase of all the Sale Shares are completed simultaneously;

(b) Until Completion, the Vendors must cause the Abundant Business to be carried on in the usual and ordinary manner;

(c) The Vendors and the Company must procure that no material adverse change occurs in relation to Abundant Produce and the Company, respectively, between the date of the Agreement and Completion without the express prior written approval of the other party;

(d) The Vendors and the Company have given the standard representations and warranties ordinarily expected in a transaction of this size and type regarding legal status, corporate authorisation, solvency, issued capital, legal compliance, officers, taxation, liabilities, assets, intellectual property rights, material contracts, litigation and related party transactions.

8.2 Agreement between Abundant Produce and NuFlora On 1 July 2011, Abundant Produce entered into a service agreement with NuFlora International Pty Limited (NuFlora). The major terms of the agreement are as follows:

(a) The services to be provided by NuFlora include the collection of material for breeding purposes, the generation of genetic variability, the selection of genotypes, the design of cross breeding plans, performing crosses and collecting seeds, growing seeds under appropriate conditions and selecting seedlings which are appropriate to breeding targets.

(b) The term of the agreement is for a two-year period expiring on 30 June 2013. The agreement can be extended for further two-year terms. The agreement has currently been extended to 30 June 2017.

(c) The ownership of all PBR and intellectual property developed under the agreement is to be transferred to Abundant Produce.

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(d) NuFlora shall receive a royalty of 1.65% of revenue from the products based on sales of any products sold that are bred by NuFlora using its IP (that is, not from sales of seeds resulting from other than NuFlora bred IP). NuFlora will also receive a fee of $65,000 per quarter until 30 June 2017.

8.3 Consulting agreements The Company has entered into director agreements with:

(a) Anthony Crimmins in respect of Executive Director services;

(b) Vince Logan in respect of Non-Executive Chairman services;

(c) Graham Brown in respect of Executive Director services; and

(d) Adam Hajek in respect of alternate Non-Executive Director services.

8.3.1 Conditions precedent

Each agreement is subject to completion of ASX listing by no later than 31 December 2015. If the ASX listing does not complete, the agreements will not become active.

8.3.2 Fees

The fees payable under each of the agreements are as follows:

(a) Anthony Crimmins—$3,000 per month for board fees and $5,000 per month as executive;

(b) Vince Logan—$3,000 per month for board fees;

(c) Graham Brown—$1,000 per month for board fees and $5,000 per month as executive; and

(d) Adam Hajek—$3,000 per month for board fees and $3,000 per month as executive.

Each agreement may be terminated by either party by one months’ written notice.

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9 Additional information

9.1 Company information The Company was incorporated on 4 June 2015.

9.2 Constitution and rights and liabilities attaching to Shares The Shares to be issued under this Prospectus will rank equally with the existing fully paid ordinary shares in the Company.

The following is a summary of the more significant rights attaching to Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

9.2.1 Ranking of Shares

At the date of this Prospectus, all Shares are of the same class (ordinary shares) and rank equally in all respects. Specifically, the Shares issued pursuant to this Prospectus will rank equally with existing Shares.

9.2.2 Voting rights

Subject to any special rights (at present there are none), at any general meeting of the Company, each Shareholder present in person or by proxy has one vote on a show of hands, and on a poll has one vote for each Share held.

9.2.3 Dividend rights

Subject to any special rights (at present there are none), any dividends that may be declared by the Company are payable on all Shares in proportion to the amount paid up.

9.2.4 Variation of rights

The rights attaching to the Shares may only be varied by the consent in writing of the holders of three-quarters of the Shares, or with the sanction of a special resolution passed at a general meeting.

9.2.5 Transfer of shares

Subject to the Constitution, the Corporations Act, the ASX Listing Rules and other relevant laws, the Shares are freely transferable.

9.2.6 General meetings

Each Shareholder is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, accounts and other documents required to be sent to Shareholders under the Constitution, the Corporations Act and any other laws.

9.2.7 Rights on winding up

If the Company is wound up, the liquidator may, with the sanction of a special resolution of the Company:

(a) divide among the Shareholders the whole or any part of the Company’s property; and

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(b) decide how the division is to be carried out between the Shareholders.

Subject to any special rights (at present there are none), any surplus assets (following full satisfaction of all creditors’ debts) on a winding up are to be distributed to Shareholders in proportion to the number of Shares held by them irrespective of the amounts paid or credited as paid.

9.3 Interests of Directors and Proposed Directors Other than as set out below or elsewhere in this Prospectus, no Director or Proposed Director has, or has had within two years preceding lodgement of this Prospectus with ASIC:

(a) any interest in the formation or promotion of the Company, or in any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the Offer; and

(b) no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any Director or Proposed Director, either to induce him or her to become, or to qualify them as a Director, or otherwise, for services rendered by him or her in connection with the formation or promotion of the Company or the Offers.

9.3.1 Shareholding qualifications

Directors are not required to hold any Shares under the Constitution.

9.3.2 Directors’ interests

The table below shows the interest of each Director (and their associates) in the Shares of the Company as at the date of this Prospectus. Current Directors and their associates Shares Brett Crowley* 4,000,000 Richard Ochojski* 4,000,000 Michael Pixley* 4,000,000 Total 4,000,000 * These directors do not hold any Shares directly. Each director is a director and shareholder of Oak Capital Limited, which owns 4,000,000 Shares in the Company.

The table below shows the interest of each proposed Director (and their associates) in the Shares of the Company immediately after Completion. Proposed Directors and their associates Shares Vincent Logan 380,988 Anthony Crimmins 6,900,115 Graham Brown 3,073,302 Adam Hajek 6,095,085 Total 16,068,502

9.3.3 Directors’ remuneration

The Constitution provides that the Directors are entitled to such remuneration for their services as Directors from the Company as the Directors decide, but the total amount provided to all Directors must not exceed in

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aggregate the amount fixed by the Company in a general meeting or, prior to an amount being fixed in general meeting, an amount determined by the Directors. The current aggregate remuneration for all Directors has not been set by the Company in general meeting.

The Directors will not be paid upon completion of the Offers.

The Board intends to review and consider the ongoing remuneration of Directors after the completion of the Acquisition in accordance with the Company’s Corporate Governance policies and market practices.

9.4 Interests and fees of professionals Other than as set out below or elsewhere in this Prospectus, no expert, promoter, or any other person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus, nor any firm in which any of those persons is or was a partner nor any Company in which any of those persons is or was associated with has, or had within two years before lodgement of this Prospectus with ASIC:

(a) any interest in the formation or promotion of the Company or in any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the Offer; and

(b) not recorded any amounts or benefits or has not agreed to be paid benefits for services rendered by such persons in connection with the formation or promotion of the Company or the Offers.

Bentleys NSW Audit Pty Limited (Bentleys) has acted as Investigating Accountant and has prepared the Investigating Accountant’s Report which is included in Section 6 of this Prospectus. In accordance with their terms of engagement, the Company estimates it will pay Bentleys a total of $10,000 (excluding GST) for these services and participation as a member of the due diligence committee. During the 24 months preceding lodgement of this Prospectus with ASIC, Bentleys has not provided any other services to the Company.

BTC Lawyers has acted as solicitor to the Company in relation to this Prospectus. The Company’s Chairman, Brett Crowley, is principal of BTC Lawyers. The Company estimates it will pay $20,000 (excluding GST) for these services up to the date of lodgement of this Prospectus with ASIC. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with ASIC, BTC Lawyers has not provided any other services to the Company.

9.5 Related party transactions and possible post Completion transactions At the date of this Prospectus, no material transactions with related parties, or Director’s interests or third parties exist or are contemplated that the Directors are aware of, other than those disclosed below.

Messrs Crimmins, Brown and Hajek, who are each proposed Directors, are Vendors (or are related to Vendors) included in the SPA (see Section 8.1 for further details).

A company (NuFlora) associated with Mr Graham Brown, a proposed Director, has a material agreement with Abundant Produce (see Section 8.2 for further details);

Each of the Directors has a consulting agreement with Abundant Produce (see Section 8.3 for further details).

9.6 Expenses of the Public Offer It is estimated that approximately $137,320 (based on the Minimum Subscription) and approximately $139,820 (based on the Maximum Subscription) in expenses will be incurred or payable by the Company in respect of legal, accounting, printing, ASIC and ASX fees and other miscellaneous costs arising from this Prospectus and the Public Offer. The total costs are as set out in the table below:

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Minimum Subscription

Maximum Subscription

($) ($)

Investigating Accountant’s fees 10,000 10,000 Legal fees 20,000 20,000 Printing and distribution 5,000 5,000 ASIC fees 2,320 2,320 ASX fees 59,000 61,500 Total 96,320 98,820

9.7 Consents Each of the following parties has given and has not, before the issue of this Prospectus, withdrawn its written consent to being named in the Prospectus and to the inclusion, in the form and context in which it is included, of any information described below as being included with its consent.

Chapter 6D of the Corporations Act imposes a liability regime on the Company (as the offeror), the directors of the Company, persons named in the Prospectus with their consent as proposed directors of the Company, any underwriters, persons named in the Prospectus with their consent as having made a statement in the Prospectus and persons involved in a contravention in relation to the Prospectus, with regard to misleading or deceptive statements made in the Prospectus. Although the Company bears primary responsibility for the content of the Prospectus, other parties involved in the preparation of the Prospectus can also be responsible for certain statements made in it.

In light of this, only to the maximum extent permitted by law, each of the parties referred to below expressly disclaims and takes no responsibility for any part of this Prospectus other than the reference to its name and any statement or report included in this Prospectus.

Bentleys has given its written consent to being named as Investigating Accountant in this Prospectus and to the inclusion of the Investigating Accountant’s Report in Section 6 of this Prospectus in the form and context in which the information and report is included. Bentleys has not withdrawn its consent prior to lodgement of this Prospectus with ASIC.

BTC Lawyers has given its written consent to being named as solicitor for the Offers in this Prospectus. BTC Lawyers has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

Security Transfer Registrars Pty Limited has given its written consent to being named as the share registry to the Company in this Prospectus and has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

9.8 Disputes and Litigation As at the date of this Prospectus, the Company is not involved in any legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against the Company.

9.9 Taxation The acquisition and disposal of Shares in the Company will have tax consequences, which will differ depending on the individual circumstances of each investor. All potential investors in the Company are urged to obtain independent professional financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally. It is the sole responsibility of potential Applicants to inform themselves of their taxation position resulting from participation in the Offers.

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The Directors do not consider that it is appropriate to give potential Applicants advice regarding taxation matters and consequences of applying for Shares under this Prospectus, as it is not possible to provide a comprehensive summary of all the possible taxation positions of potential Applicants.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisers accept no liability or responsibility with respect to any taxation consequences to investors of subscribing for Shares under this Prospectus.

9.10 Electronic Prospectus Pursuant to Class Order 00/44, ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with ASIC, the publication of notices referring to an electronic prospectus or electronic application form, and the issue of shares in response to an electronic application form, subject to compliance with certain provisions.

Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia.

If you have received this Prospectus as an electronic prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please contact the Company and it will send to you free of charge either a hard copy or a further electronic copy of this Prospectus or both. Alternatively, you may obtain a copy of this Prospectus from the website of the Company at abundantproduce.com/prospectus.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement Prospectus or any of those documents were incomplete or altered. In such a case, the application monies received will be dealt with in accordance with section 722 of the Corporations Act.

9.11 Documents available for inspection The following documents are available for inspection during normal business hours at the registered office of the Company:

this Prospectus;

the Constitution; and

the consents referred to in Section 9.7 of this Prospectus.

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10 Directors’ authorisation This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with ASIC and has not withdrawn that consent.

The Directors state that they have made all reasonable enquiries and on that basis have reasonable grounds to believe that any statements made by the Directors in this Prospectus are not misleading or deceptive and that, in respect to any other statements made in this Prospectus by persons other than Directors, the Directors have made reasonable enquiries and, on that basis, have reasonable grounds to believe that persons making the statement or statements were competent to make such statements. Those persons have given their consent to the statements being included in this Prospectus, in the form and context in which they are included and have not withdrawn that consent before lodgement of this Prospectus with ASIC or, to the Directors’ knowledge, before any issue of Shares pursuant to this Prospectus.

Signed for and on behalf of the Company,

Brett Crowley CHAIRMAN

For and on behalf of Abundant Produce Limited

5 November 2015

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11 Glossary A$ or $ means an Australian dollar.

Abundant Offer means the offer by the Company to the Abundant Vendors of 25,000,000 Shares as consideration for the acquisition of all the issued capital in Abundant Produce, as summarised in Section 3.2.

Abundant Produce means Abundant Produce Australia Pty Limited (ACN 148 987 811).

Abundant Produce Shares means the shares of Abundant Produce.

Abundant Vendors means the current shareholders of Abundant Produce.

Acquisition means the proposed purchase by the Company of all of the issued share capital of Abundant Produce to be completed concurrently with the Offers.

Application Form means the application form accompanying this Prospectus (and includes a copy of the application form printed from the website at which the Electronic Prospectus is located) relating to the Public Offer.

ASIC means the Australian Securities and Investments Commission.

ASTC means ASX Settlement and Transfer Corporation Pty Limited.

ASX means ASX Limited (ABN 98 008 624 691) or the financial market operated by it known as the Australian Securities Exchange (as the context requires).

ASX Listing Rules or Listing Rules means the official listing rules of ASX.

ASX Restricted Securities means any securities that are classified by ASX as Restricted Securities under the ASX Listing Rules.

Bentleys means Bentleys NSW Audit Pty Limited.

Board or Board of Directors means the board of Directors as constituted from time to time.

Business Day means a week day when trading banks are ordinarily open for business in Sydney, New South Wales.

Capital Raising means the proposed raising of at least $3,000,000 under this Prospectus.

CGT means capital gains tax.

CHESS means Clearing House Electronic Sub-register System, which is operated by ASX Settlement Pty Limited, a wholly owned subsidiary of ASX.

Closing Date means the closing date of the Offers as set out in the indicative timetable in Section 3.3 (subject to the Company reserving the right to extend the Closing Date or close the Offers early).

Company means Abundant Produce Limited (ACN 606 255 887).

Completion means the completion of the purchase of all the Abundant Produce Shares by the Company in accordance with the SPA.

Consideration Shares means the 25,000,000 Shares to be issued at $0.20 per Share to the Vendors on Completion.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company at the date of this Prospectus.

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Electronic Prospectus means the electronic copy of this Prospectus located at the Company’s website www,abundantproduce.com

Expiry Date mean 5.00pm Sydney Time on that date which is 13 months after the date this Prospectus was lodged with ASIC.

Exposure Period means the period of seven days after the date of lodgement of this Prospectus, which period may be extended by ASIC by not more than seven days pursuant to section 727(3) of the Corporations Act.

IP means intellectual property.

Issue Price means $0.20.

Listing Date means the date on which the Company is admitted to the Official List.

Listing Rules means the official listing rules of ASX.

Lodgement Date means the date this Prospectus was lodged with ASIC as set out in Section 3.3.

Material Contracts means the material contracts to which the Company or Abundant Produce is a party that may be material in terms of the Offers for the operation of the business of the Company or otherwise may be relevant to a potential investor in the Company, and which are summarised in Section 8.

Maximum Subscription means the maximum subscription under the Public Offer being 17,000,000 Shares to raise $3,500,000.

Minimum Subscription means the minimum subscription under the Public Offer being 15,000,000 Shares to raise $3,000,000.

NuFlora means NuFlora International Pty Limited (ABN 80 093 570 579).

Offers means the Public Offer and the Abundant Offer.

Official List means the Official List of ASX.

Official Quotation means quotation of the Shares on the Official List in accordance with the ASX Listing Rules.

Opening Date means the opening date of the Offers as set out in the indicative timetable in Section 3.3.

Option means an option to subscribe for a Share.

Original Prospectus means the prospectus dated 23 October 2015 relating to shares of the Company.

PBR means Plant Breeder’s Rights.

Prospectus means this Replacement Prospectus.

Public Offer means the public offer of 15,000,000 Shares together with the capacity to accept oversubscriptions of a further 2,500,000 Shares under this Prospectus.

R&D means research and development.

Section means a section of this Prospectus.

Securities means Shares, Options or both as the context requires.

Security Transfer Registrars means Security Transfer Registrars Pty Limited (ACN 008 894 488).

Share means a fully paid ordinary share in the capital of the Company.

Share Purchase Agreement or SPA means the share purchase agreement between the Company and Abundant Produce, dated 4 September 2015, to acquire all of the issued share capital of Abundant Produce.

Share Registry means Security Transfer Registrars.

Shareholder means a holder of Shares.

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12 Corporate directory

Directors

Brett Crowley (Chairman and Company Secretary) Richard Ochojski (Non-Executive Director) Michael Pixley (Non-Executive Director)

Australian Company Number

606 255 887

Registered and Principal Office

Suite 904 37 Bligh Street SYDNEY NSW 2009

Phone: (02) 9233 3308 Fax: (02) 9233 3307

Email: [email protected] Web: www.abundantproduce.com

Investigating Accountant

Bentleys NSW Audit Pty Limited Level 10 10 Spring Street SYDNEY NSW 2000

Phone: (02) 9220 0700

Share Registry*

Security Transfer Registrars Pty Limited 770 Canning Highway APPLECROSS WA 6153

Phone: (08) 9315 2333

Solicitors to the Company

BTC Lawyers Suite 904 37 Bligh Street SYDNEY NSW 2000

Phone: (02) 9233 3308 Fax: (02) 9233 3307

Web: btclawyers.com.au

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mailto:[email protected]


http://www.btclawyers.com.au/

SHARE REGISTRY:Security Transfer Registrars Pty LtdAll Correspondence to:PO BOX 535, APPLECROSS WA 6953770 Canning Highway, APPLECROSS WA 6153T: +61 8 9315 2333 F: +61 8 9315 2233E: [email protected]: www.securitytransfer.com.au

ABUNDANT PRODUCE LIMITEDACN: 606 255 887

APPLICATION FORMTHIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

E & O.E.

5

REGISTRY DATE STAMP

Declaration and Statements:(1) I/We declare that all details and statements made by me/us are complete and accurate.(2) I/We agree to be bound by the Terms & Conditions set out in the Prospectus and by the Constitution of the Company.(3) I/We authorise the Company to complete and execute and documentation necessary to effect the issue of Securities to me/us.(4) I/We have received personally a copy of the Prospectus accompanied by or attached to this Application form, or a copy of the Application Form or a direct derivative of the Application Form before applying for the Securities.(5) I/We acknowledge that the Company will send me/us a paper copy of the Prospectus and any Supplementary Prospectus (if applicable) free of charge if I/we request so during the currency of the Prospectus.(6) I/We acknowledge that returning the Application Form with the application monies or completing the online application form with payment via Bpay will constitute my/our offer to subscribe for Securities in the Company and that no notice of acceptance of the application will be provided.

BROKER STAMP

Broker Code

Advisor Code

Shares at AUD $0.20 per shareA

or such lesser number of Shares which may be allocated to me/us by the Directors.

Title (e.g.: Dr, Mrs) Given Name(s) or Company Name

Title (e.g.: Dr, Mrs) Given Name(s) or Company NameJoint Applicant #2

Full Name of Applicant / Company

Title (e.g.: Dr, Mrs) Given Name(s) or Company NameJoint Applicant #3

(e.g.: THE SMITH SUPER FUND A/C)Account Designation

< >Postal Address

/Unit Street Number Street Name or PO BOX

PostcodeStateSuburb/Town/City

Country Name (if not Australia)

(where applicable)CHESS HIN

XIf an incorrect CHESS HIN has been provided (e.g.: incorrect number, registration details donot match those registered) any securities issued will be held on the Issuer Sponsoredsubregister.

Contact Number

( )Contact Name

Email Address

@

Tax File Number / Australian Business Number Tax File Number of Security Holder #2 (Joint Holdings Only)

I/We apply for:

, ,

I/We lodge full application of monies of:

$ , , .

BPAY® this payment via internet or phone banking. Please visit our share registry'swebsite: www.securitytransfer.com.au and complete the online application form. If electronic payment cannot be made then cheque(s) or bank draft(s) can be used . See reverse for further payment instructions.

www.securitytransfer.com.au

PLEASE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORMNo shares will be issued pursuant to the Prospectus later than 13 months after the date of the Prospectus.Before completing this Application Form you should read the accompanying Prospectus and the instructions overleaf. Please print using BLOCK LETTERS.

0000666699990000000099993333888800005555

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APPLICATION FORMSPlease complete all parts of the Application Form using BLOCK LETTERS. Use correct forms of registrable name (see below). Applications using the wrong form of name may berejected. Current CHESS participants should complete their name and address in the same format as they are presently registered in the CHESS system.

Insert the number of Shares you wish to apply for. The application must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares. The applicant(s) agree(s)upon and subject to the terms of the Prospectus to take any number of Shares equal to or less than the number of Shares indicated on the Application Form that may be allotted to theapplicants pursuant to the Prospectus and declare(s) that all details of statements made are complete and accurate.

No notice of acceptance of the application will be provided by the Company prior to the allotment of Shares. Applicants agree to be bound upon acceptance by the Company of theapplication.

Please provide us with a telephone contact number (including the person responsible in the case of an application by a company) so that we can contact you promptly if there is aquery in your Application Form. If your Application Form is not completed correctly, it may still be treated as valid. There is no requirement to sign the Application Form. TheCompany's decision as to whether to treat your application as valid, and how to construe, amend or complete it shall be final.PAYMENT

BPAY® your payment via internet or phone banking. Please visit our share registry's website: www.securitytransfer.com.au and complete the online application form.All online applicants can BPAY their payments via internet or phone banking. A unique reference number will be quoted upon completion of the application.

Applicants should be aware of their financial institution's cut-off time (the time payment must be made to be processed overnight) and ensure payment is processed by their financialinstitution on or before the day prior to the closing date of the offer.

BPAY applications will only be regarded as accepted if payment is received by the registry from your financial institution on or prior to the closing date. It is the applicant's responsibilityto ensure funds are submitted correctly by the closing date and time.

You do not need to return any documents if you have made payment via BPAY.Your BPAY reference number will process your payment to your application electronically and you will be deemed to have applied for such securities for which you have paid.

If payment can not be made electronically then a cheque(s) or bank draft(s) payable to " ABUNDANT PRODUCE LIMITED" must be forwarded together with your completedApplication form. Your cheque(s) or bank draft(s) must be drawn on an Australian bank and expressed in Australian currency and crossed "Not Negotiable". Cash should not beforwarded. Sufficient cleared funds should be held in your account as your acceptance may be rejected if your cheque is dishonoured.

LODGING OF APPLICATIONSCompleted Application Forms and cheques must be:

Posted to: OR Delivered to:Abundant Procuce Limited Abundant Produce LimitedC/- Security Transfer Registrars Pty Ltd C/- Security Transfer Registrars Pty LtdPO Box 535, APPLECROSS WA 6953 770 Canning Highway, APPLECROSS WA 6153

Applications must be received by no later than 5.00pm WST on the relevant Closing Date, being 30 November 2015, which may change immediately after the OpeningDate at any time and at the discretion of the Company.

CHESS HIN/BROKER SPONSORED APPLICANTSThe Company intends to become an Issuer Sponsored participant in the ASX CHESS System. This enables a holder to receive a statement of holding rather than a certificate. If youare a CHESS participant (or are sponsored by a CHESS participant) and you wish to hold shares allotted to you under this Application on the CHESS subregister, enter your CHESSHIN. Otherwise, leave this box blank and your Shares will automatically be Issuer Sponsored on allotment.TAX FILE NUMBERSThe collection of tax file number ("TFN") information is authorised and the tax laws and the Privacy Act strictly regulate its use and disclosure. Please note that it is not against the lawnot to provide your TFN or claim an exemption, however, if you do not provide your TFN or claim an exemption, you should be aware that tax will be taken out of any unfrankeddividend distribution at the maximum tax rate.If you are completing the application with one or more joint applicants, and you do not wish to disclose your TFN or claim an exemption, a separate form may be obtained from theAustralian Taxation Office to be used by you to provide this information to the Company. Certain persons are exempt from providing a TFN. For further information, please contactyour taxation adviser or any Taxation Office.CORRECT FORM OF REGISTRABLE TITLENote that only legal entities are allowed to hold securities. Applications must be in the name(s) of a natural person(s), companies or other legal entities acceptable to AbundantProduce Limited. At least one full given name and the surname are required for each natural person. The name of the beneficiary or any other non-registrable name may be includedby way of an account designation if completed exactly as described in the example of the correct forms of registrable names below:TYPE OF INVESTOR CORRECT INCORRECTIndividual Mr John Alfred Smith J A SmithUse given names in full, not initials.Company ABC Pty Ltd ABC P/L or ABC CoUse the company's full title, not abbreviations.Joint Holdings Mr Peter Robert Williams & Peter Robert &Use full and complete names. Ms Louise Susan Williams Louise S WilliamsTrusts Mrs Susan Jane Smith Sue Smith Family TrustUse trustee(s) personal name(s), Do not use the name of the trust. <Sue Smith Family A/C>Deceased Estates Ms Jane Mary Smith & Estate of Late John SmithUse the executor(s) personal name(s). Mr Frank William Smith or

<Estate John Smith A/C> John Smith DeceasedMinor (a person under the age of 18) Mr John Alfred Smith Master Peter SmithUse the name of a responsible adult with an appropriate designation. <Peter Smith A/C>Partnerships Mr John Robert Smith & John Smith and SonUse the partners' personal names. Do not use the name of the partnership. Mr Michael John Smith

<John Smith and Son A/C>Superannuation FundsUse the name of the trustee(s) of the super fund. Jane Smith Pty Ltd Jane Smith Pty Ltd Superannuation Fund

<JSuper Fund A/C>

TO MEET THE REQUIREMENTS OF THE CORPORATIONS ACT, THIS FORM MUST NOT BE HANDED TO ANY PERSONUNLESS IT IS ATTACHED TO OR ACCOMPANIED BY THE PROSPECTUS DATED 23 OCTOBER 2015 AND ANY RELEVANT SUPPLEMENTARY PROSPECTUS.

This Application Form relates to the Offer of Fully Paid Shares in Abundant Produce Limited pursuant to the Prospectus dated 23 October 2015.

PRIVACY STATEMENT Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments andother corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details ofyour personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

www.securitytransfer.com.au

5555111111111111000099993333888800008888

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