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1 Abundant Produce Limited ACN 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.

2 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. ii THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF.

3 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 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 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. THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF. iii

4 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 Directors authorisation Glossary Corporate directory 66 iv THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF.

5 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 (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 nonideal 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. THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF. 1

6 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. 2 THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF.

7 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 THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF. 3

8 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. 4.1 and 4.2 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 (for summary of SPA) What is the Company s business? How will the Company make money? 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. 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. 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 THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF.

9 Question Answer See Sections What are the key dependencies affecting the Company? What are the key benefits associated with the Company s business? 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. 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. 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 THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF. 5

10 Question Answer See Sections 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. 7 6 THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF.

11 Question Answer See Sections 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 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 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, Who will benefit from the Offers? What are 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. 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 3 What is the issue price? The issue price is $0.20 per Share. 3.1 What is the effect of the Offers? What are the key Offer dates? 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%. The key dates of the Offers are detailed in the indicative timetable in Section THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF. 7

12 Question Answer See Sections How will the Company use the proceeds from the Public Offer? What rights and liabilities attach to the Shares? 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. 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. 3.4 and Is the Public Offer underwritten? No, the Public Offer is not underwritten What are the key material contracts and any related party contracts Will I receive dividends on my Shares? What are the taxation implications? How do I participate in the Public Offer? 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 and 8.2 for further details); and consulting agreements with the directors and related parties (see Sections and 8.3 for further details). 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. 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. 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 and and THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF.

13 Question Answer See Sections What is the minimum number of Shares I can apply for? Further questions? 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). If you have questions in relation to the Offers, please contact the Company during Sydney business hours on or via at brett@crowley.net.au THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF. 9

14 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 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 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; 10 THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF.

15 (b) (c) (d) (e) (f) scale up seed production to meet forecast increases in customer demand; complete commercial trials of current cucumber varieties; complete breeding, hybridisation and trials of tomatoes; fund ongoing research, development, management and administration costs through to end 2017; and 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 Available funds Minimum subscription Maximum subscription ($) ($) Existing cash reserves of the Company Existing cash reserves of Abundant Produce 3 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 Offer 4 96,320 98,820 Scaling up seed production (Section 4.6.2) 400, ,000 Complete commercial trials of current cucumber varieties (Section 4.6.1) 250, ,000 Complete breeding, hybridisation and trials of tomatoes (Section 4.6.1) 650, ,000 Marketing management (Section 4.6.5) 300, ,000 Distribution management (Section 4.6.4) 200, ,000 Ongoing research, development, management and administration costs 550, ,000 Debt repayment 200, ,000 Working capital 402, ,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. THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF. 11

16 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 Shares 2 Proportion Shares 2 Proportion (%) (%) Shares on issue at date of Prospectus 4,000, ,000, Shares to be issued to Abundant Vendors 25,000, ,000, Shares to be issued under the Public Offer 15,000, ,500, Total Shares on completion of the Offer 44,000, ,500, 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 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, ,900, Austratronics Pty Limited 6,095, ,095, Oak Capital Limited 4,000, ,000, Floraquest Pty Limited 3,073, ,073, Total substantial Shareholders 20,068, ,068, Other Shareholders 23,931, ,431, Total Shareholders 44,000, ,500, 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 ) 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. 12 THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF.

17 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 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. THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF. 13

18 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 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 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 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 14 THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF.

19 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 Underwriter The Public Offer is not underwritten 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 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 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 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. THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF. 15

20 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 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. 16 THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF.

21 4 Business summary 4.1 Company history Abundant Produce Limited (the Company), is an Australian public company incorporated on 4 June 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. THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF. 17

22 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-theart 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. 18 THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF.

23 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. THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF. 19

24 4.4 Market 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 Sugar Oils Cereals 300 Dairy FAO food price indices 200 Meat Food 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, 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 fao.org/worldfoodsituation/foodpricesindex/en/. 20 THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF.

25 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 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 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 ROW 16.9% Iraq 2.1% Indonesia 2.2% USA 2.3% Ukraine 2.7% Turkey 3.0% Iran 3.1% Russia 3.2% China 55.0% Cameroon 9.7% (a) (b) Figure 5. (a) Countries ranked by area of land under cultivation of cucumbers for (b) Breakdown of Australian market for cucumber seeds by type for faostat3.fao.org 5 Terranova Seeds, Cucumber: Market Summary, August THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF. 21

26 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 Australian market USA (internet sales) Commercial growers Commercial growers Commercial and domestic growers ~260 (A$300) (range) (majority) Market knowledge of proposed directors, conference proceedings and research publications. Market knowledge of proposed directors. Seed supplied mainly from the Netherlands. 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 $ 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) (b) (c) (d) (e) (f) length this varies by type, but is typically cm cm for continental varieties and cm 2.5 cm for Lebanese varieties; shape cucumbers must be very straight; fruit characteristics fruit must be dark green colour with medium ribbing and have minimal neck; fruit must be parthenocarpic; excellent shelf life; plant type plants should have thick stems with short internode, tolerant to fruit abortion; resistance to common diseases such as powdery mildew, cucumber mosaic virus, downy mildew and gummosis heat spot; 6 Terranova Seeds, Tomato: Market Summary, September THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF.

27 (g) (h) yield the higher the better; and the price 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. ROW 29.0% China 20.7% Processing 39.3% Open field round 40.9% Ukraine 1.8% Mexico 1.8% Italy 2.0% Russia 2.5% USA 3.2% Turkey 6.6% Iran 3.5% Nigeria 5.8% Egypt 4.5% (a) India 18.6% Protected all (high tech) 1.8% Protected all (low tech) 3.7% Open field grape 3.3% Open field cherry 4.3% (b) Open field Roma 6.7% Figure 6. (a) Countries ranked by area of land under cultivation of tomatoes for (b) Breakdown of Australian market for tomato seeds by type for 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 THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF. 23

28 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 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). 24 THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF.

29 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 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. THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF. 25

30 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 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 Figure 8. Tomatoes growing in Abundant Produce s greenhouses as part of its breeding programs. 26 THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF.

31 Figure 9. Tomatoes growing in Abundant Produce s greenhouses as part of its breeding programs. THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF. 27

32 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 Internal trialling will commence in 2018, with external trialling expected in 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 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 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 28 THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF.

33 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 hybrid parents meiosis meiosis meiosis meiosis gametes gametes hybrid seed inconsistent seed (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. THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF. 29

34 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 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 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. 30 THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF.

35 (b) (c) (d) It applies for Plant Breeder s Rights (PBR) registration, also known as plant patents, for new varieties where economically feasible. It maintains in-house trade secrets. It applies for utility patents to protect patentable innovations 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 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. THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF. 31

36 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 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 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 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). 32 THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF.

37 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 Promising varieties will be trialled in Australia and the northern hemisphere 2016 spring/summer. Second trials will take place in In parallel, Abundant Produce is continuing to develop its parental material to increase purity and improve performance of its final products 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 The action to be taken is shown in dark shading. 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 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 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. THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF. 33

38 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) (b) 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. 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 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, THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF.

39 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 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 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 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 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 THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF. 35

40 5.2 Proposed Directors 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 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 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 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. 36 THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF.

41 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 above); Adam Hajek Chief Operating Officer (see Section above); Graham Brown Research Manager (see Section above); and Dr Nabil Ahmad Research Scientist (see Section below) 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 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. THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF. 37

42 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 Composition of the Board The composition of the Board shall be determined in accordance with the following principles and guidelines: (a) (b) (c) The Board shall comprise at least three Directors, increasing where additional expertise is considered desirable in certain areas; The Board shall not comprise a majority of executive Directors; and 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 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) (b) (c) (d) (e) the Annual Report, which is distributed to all Shareholders and posted on the ASX website the half-yearly report, which is posted on the ASX website the Annual General Meeting and other meetings called to obtain approval for Board action as appropriate; the Company s compliance with ASX continuous disclosure requirements; and all public announcements and associated documents, which are made available on the Company website at 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) (b) Proposed major changes in the consolidated entity that may impact on share ownership rights are submitted to a vote of Shareholders. Notices of all meetings of Shareholders are made available to Shareholders. 38 THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF.

43 (c) (d) (e) 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. 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. 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 Audit committee The Board holds the responsibilities of the audit committee. This may change following the Acquisition 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 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. THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF. 39

44 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 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 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 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 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 Other information Further information relating to the Company s corporate governance practices and policies can be obtained from the Company upon request. 40 THIS IS A REPLACEMENT PROSPECTUS DATED 5 NOVEMBER IT REPLACES A PROSPECTUS DATED 23 OCTOBER 2015 RELATING TO SHARES OF.

45 6 Investigating Accountant s Report RJE/GB 23 October 2015 The Directors Abundant Produce Limited Suite Bligh Street SYDNEY NSW 2009 Dear Sirs Investigating Accountant s Report Abundant Produce Limited ACN 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. BLACKCREST RESOURCES LIMITED PROSPECTUS 0

46 Abundant Produce Limited Investigating Accountant s Report Background Abundant Produce was formed as an unlisted public company limited by shares on 4 June 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 The review procedures were substantially less in scope than an audit examination conducted in accordance with Australian Auditing Standards. 1 P age

47 Abundant Produce Limited Investigating Accountant s Report 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. 2 P age

48 Abundant Produce Limited Investigating Accountant s Report 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 3 P age