Lake Powell Almond Project No.1

Lake Powell Almond Project No.1 Annual Report 19 May 2010

Lake Powell Almond Project No. 1 Seven Fields Management Limited Responsible Entity Report The Directors of the Responsible Entity present their report on the Lake Powell Almond Project No. 1 (the Project) for the period ended 19 May 2010. 1. Directors The names of the Directors of the Responsible Entity in office at any time during or since the end of the period are: Greg McMahon Grant Ross Peter Scully (resigned 15 July 2009) Richard Byllaardt (appointed 2 July 2009) The Directors have been in office since the start of the financial period to the date of this report unless otherwise stated. 2. Principal Activities The Project was constituted on 18 May 2004. The principal activity of the Project is the development and management of a 217 hectare almond orchard in the Lake Powell development, near the Robinvale region of Victoria. 3. Operating Results The net loss of the Project for the period ended 19 May 2010 was $506,041 (year ended 30 June 2009 : $1,936,185). 4. Distributions Paid or Recommended Distributions of $Nil were declared for the period ended 19 May 2010. No cash distributions will be paid at cessation since there are no cash resources remaining. 5. Review of Operations Following a meeting of project growers and Trust unit holders, it was agreed that the activities of growing and selling of almonds would be transferred to the Trust and the Project would be wound up. All trade was therefore transferred on 1 November 2009. The financial statements have been prepared for the period ended 19 May 2010, being the cessation date and the date all assets and liabilities held within the Project had been realised. On cessation of the Project, amounts owed by the Project to the Trust amounted to $532,745. These debts were forgiven and are therefore recognised as income by the Project. 6. Significant Changes in State of Affairs Except as stated in the review of operations above, no other matters or circumstances have arisen during or since the end of the financial period which significantly affected or may significantly affect the operations of the Project.

Lake Powell Almond Project No. 1 Seven Fields Management Limited Responsible Entity Report 7. After Balance Date Events The Project has been wound up and its operations are now carried on by the related Trust as mentioned in review of operations above. 8. Environmental Issues The Project complied with all environmental regulations during the course of the financial period. 9. Options No options over issued Allotments on interests in the Project were granted during or since the end of the financial period and there were no options outstanding at the date of this report. The Directors and executives of the Responsible Entity hold no options over interests in the Project. 10. Indemnifying Officers or Auditor During or since the end of the financial period, the Responsible Entity has paid insurance premiums to insure each of the aforementioned directors as well as officers of the Responsible Entity and members of the external Compliance Committee of the Project against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of the Responsible Entity, other than conduct involving a wilful breach of duty in relation to the Responsible Entity. The Responsible Entity has also indemnified each external member of the Compliance Committee against any liability incurred in carrying out the member s duties (other than a liability to the members of the schemes or the Responsible Entity) unless the liability arises out of conduct involving a lack of good faith on the part of the Committee Member. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. The Responsible Entity has not otherwise, during or since the end of the financial period indemnified or agreed to indemnify an officer or auditor of the Responsible Entity or of any related body corporate against a liability incurred as such an officer or auditor. 11. Proceedings on Behalf of Project No person has applied for leave of court to bring proceedings on behalf of the Project or intervene in any proceedings to which the Project is a party for the purpose of taking responsibility on behalf of the Project for all or any part of those proceedings. The Project was not a party to any such proceedings during the period. 12. Fees, Commissions or other charges by the Responsible Entity or Related Parties of the Responsible Entity All fees have been detailed in Note 8 Related Party Transactions.

Lake Powell Almond Project No. 1 Seven Fields Management Limited Responsible Entity Report 13. Interests held by the Responsible Entity or Related Parties of the Responsible Entity At 19 May 2010, the Responsible Entity and its related parties held no interests in the Project, as detailed in Note 8 to the Financial Statements. 14. Interests issued in the Project No additional interests have been issued during or subsequent to the reporting period. 15. Buy Back Arrangements As detailed in the Project Constitution dated 18 May 2004, the Responsible Entity is not under any obligation to buy back, purchase or redeem prescribed interests in the Project from Growers. Consequently, no interests were redeemed by the Responsible Entity during the reporting period. 16. Value of Scheme Assets The value of the Project s net assets at the end of the reporting period is $nil (2009: $506,041). 17. Number of Interests on Issue At 19 May 2010, the number of Allotments issued in the Project was 537 (30 June 2009: 537). 18. Auditors Independence Declaration A copy of the auditors independence declaration as required by section 307C of the Corporations Act 2001 is set out in the following report. Signed in accordance with a resolution of the Board of Directors. Greg McMahon Director 5 August 2010

STATEMENT OF COMREHENSIVE INCOME Notes Period ended Year ended 19 May 2010 30 Jun 2009 $ $ Revenue Almond sales 1,123,092 2,632,910 Debt forgiven by related Trust 532,745 - Interest 8,911 21,761 1,664,748 2,654,671 Expenses Growers almond expenses (2,054,770) (4,376,041) Administration expenses - Responsible entity s fees: Management fees (94,223) (116,557) - Other administration expenses (21,796) (98,258) (116,019) (214,815) Loss attributable to growers (506,041) (1,936,185) Other comprehensive income - - Total comprehensive (loss) / income attributable to growers (506,041) (1,936,185) The accompanying notes form part of these financial statements.

STATEMENT OF FINANCIAL POSITION AS AT 19 MAY 2010 Notes 19 May 2010 30 Jun 2009 $ $ CURRENT ASSETS Cash and cash equivalents 3-76,713 Trade and other receivables 4-499,624 Inventories 5-1,451,166 TOTAL CURRENT ASSETS - 2,027,503 TOTAL ASSETS - 2,027,503 CURRENT LIABILITIES Trade and other payables 6-1,521,462 TOTAL CURRENT LIABILITIES - 1,521,462 NET ASSETS - 506,041 GROWERS FUNDS Retained profits 7-506,041 TOTAL GROWERS FUNDS - 506,041 The accompanying notes form part of these financial statements.

STATEMENT OF CHANGES IN GROWERS FUNDS 19 May 2010 30 Jun 2009 $ $ Total Growers Funds at the beginning of the period 506,041 1,046,026 Grower contributions - 1,396,200 Total comprehensive loss for the period (506,041) (1,936,185) Total Growers Funds at the end of the period - 506,041 The accompanying notes form part of these financial statements.

STATEMENT OF CASH FLOWS Notes 19 May 2010 30 Jun 2009 $ $ CASH FLOWS FROM OPERATING ACTIVITIES Receipts from almond sales 1,622,716 2,674,158 Interest received on behalf of growers 8,911 21,761 Payments to suppliers on behalf of growers (1,708,340) (4,381,713) Net cash used in operating activities 9 (b) (76,713) (1,685,794) CASH FLOWS FROM FINANCING ACTIVITIES Grower contributions - 1,396,200 Net cash provided by financing activities - 1,396,200 Net (decrease)/increase in cash and cash equivalents (76,713) (289,594) Cash and cash equivalents at the beginning of period 76,713 366,307 Cash and cash equivalents at the end of period 9 (a) - 76,713 The accompanying notes form part of these financial statements.

NOTE 1: SIGNIFICANT ACCOUNTING POLICIES Reporting Entity LAKE POWELL ALMOND PROJECT NO.1 NOTES TO THE FINANCIAL STATEMENTS The financial statements are for the entity Lake Powell Almond Project No.1 ("the Project") as an individual entity. The Project is an unlisted registered scheme established and domiciled in Australia. The Responsible Entity of the Project was Seven Fields Investments Limited until 31 July 2009. On 1 August 2009 the Responsible Entity changed to Seven Fields Management Limited. Basis of Preparation The financial statements are general purpose financial statements that have been prepared in accordance with Australian Accounting Standards (including the Australian Interpretations) and the Corporations Act 2001. The trading activities of the Project were transferred to the Trust on 1 November 2009. However the financial statements have been prepared to the cessation date of 19 May 2010 to allow time for settlement of the Project s assets and liabilities. Given that the financial statements are for a shorter period and are to cessation, the amounts presented may not be comparable with the prior year. In addition, since the Project is in the process of being wound up, the financial statements have not been prepared on a going concern basis. The financial statements have therefore been prepared on the basis that all assets have been assessed and are recorded at their net realisable value. The Project was established to facilitate the flow of cash between the growers and the Responsible Entity and outside third parties. The Project did not earn any revenue nor incur any expenses on its own behalf. All contracts with third parties were with the Responsible Entity, with funds being recovered from the growers by the Project and then remitted to the Responsible Entity. To recognise the pooling of assets and income, a statement of financial position and statement of comprehensive income have been presented. The functional and presentation currency of the Project is Australian dollars. The financial report was authorised for issue on 5 August 2010 by the Board of Directors. Compliance with IFRSs Australian Accounting Standards include Australian Equivalents to International Financial Reporting Standards ( AIFRS ). Compliance with AIFRS ensures that the financial statements and notes of the Project comply with International Financial Reporting Standards ( IFRS ). Significant Accounting Policies The accounting policies set out below have been applied consistently to all periods presented in these financial statements. (a) Revenue The Project has been established to facilitate the activities of the growers. Each grower has entered into individual agreements. To recognise the pooling of assets and income, both a statement of financial position and a statement of comprehensive income have been presented.

NOTES TO THE FINANCIAL STATEMENTS NOTE 1: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (b) Financial instruments Financial assets and financial liabilities are recognised on the Project s statement of financial position when the Project becomes a party to the contractual provisions of the instrument. Financial assets are recognised on trade-date the date on which the Project commits to sell or purchase the asset. Financial assets are derecognised when the right to receive cash flows from the financial asset have expired or have been transferred and the Project has transferred substantially the risks and rewards of ownership. Financial instruments are designated on initial recognition. Cash and cash equivalents Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Trade and other Receivables Trade and other receivables are recognised initially at fair value and subsequently at amortised cost. They are classified as current assets except where the maturity is greater than 12 months after the reporting date, in which case they are classified as non-current. Amounts not recoverable are assessed at each reporting date. Indicators that an amount is not recoverable include where there is objective evidence of significant financial difficulties, debtor bankruptcy, financial reorganisation or default in payment (generally over 30 days). Any allowances for non-recoverable receivables are recognised in a separate allowance account. Any bad debts which have previously been provided for are eliminated against the allowance account. In all other cases bad debts are written off directly to the statement of comprehensive income. Trade and other Payables These represent liabilities for goods and services provided to the Project prior to the end of the financial period which are unpaid. Trade and other payables are recognised initially at fair value and subsequently at amortised cost. Financial liabilities and equity Financial liabilities and equity instruments issued by the Project are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. The accounting policies adopted for specific financial liabilities and equity instruments are set out below. Interests in the Project Each grower participating in the Project has acquired a right to effectively undertake their own almond growing operation on the land obtained by the Lake Powell Almond Property Trust No.1 (another managed investment scheme managed by the Responsible Entity). This right is defined as an interest. In total, 537 interests have been issued in the Project. As the Project has no issued units the requirements of AASB 132: Financial Instruments: Disclosure and Presentation, that issued units and retained profits are to be classified as a financial liability, titled net assets attributable to unitholders and distributions paid to unitholders are classified as a finance cost in the statement of comprehensive income, is not applicable.

NOTES TO THE FINANCIAL STATEMENTS NOTE 1: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (c) Inventories Almonds are initially measured at their fair value less estimated point of sale costs at the time of picking. The fair value is determined based on market prices in the local area. (d) Income tax As the Project does not earn any revenues nor incur any expense on its own behalf, it is not subject to income tax. Income tax is assessed on each individual grower in the Project. (e) Goods and Services Tax (GST) Lake Powell Almond Project No.1 has not registered for GST. Instead, where applicable, it is the individual Project growers responsibility to register for GST, the claiming of GST and the lodgement of a BAS. (f) Accounting standards applicable but not yet adopted The following new accounting standards, amendments to standards and interpretations have been issued, but are not mandatory as at 19 May 2010. They may impact the Project in the period of initial application. These standards and interpretations have not been adopted in the financial statements for the period ended 31 January 2010: AASB 2009-5: Further amendments to Australian Accounting Standards arising from the Annual Improvements Process (effective for accounting periods commencing on or after 1 January 2010); AASB 2009-12: Amendments to Australian Accounting Standards (effective for accounting periods commencing on or after 1 January 2011). These accounting standards are not expected to have a significant impact of the financial statements. (g) Critical judgements and significant accounting estimates The preparation of financial statements requires the Directors of the Responsible Entity to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. Critical judgements almond inventory Harvested almonds are recognised by the Project on the date of harvest. The almonds are recognised in the accounts of the Project rather than at an individual grower level as, despite there being individual almond sale contracts in place, produce is pooled and sold collectively.

NOTES TO THE FINANCIAL STATEMENTS NOTE 1: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (h) Going concern As disclosed in Note 13, the Project is to be wound up and it is therefore no longer appropriate to prepare the financial statements on a going concern basis. All assets and liabilities of the Project have been recorded on a realisation basis. (i) Operating leases Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses on a straight-line basis over the lease term.

NOTE 2: FINANCIAL RISK MANAGEMENT LAKE POWELL ALMOND PROJECT NO.1 NOTES TO THE FINANCIAL STATEMENTS The Project s investment activities expose it to various types of risk that are associated with the financial instruments and markets in which it invests. The most important types of financial risk to which the Project is exposed to is market risk, credit risk and liquidity risk. The Responsible Entity is responsible for determining objectives and risk policies. The exposure to each of these risks, as well as the Project s policies and processes for managing these risks are described below. (a) Market Risk Market risk embodies the potential for both loss and gains and would normally include currency risk, interest rate risk and other price risk. The Project s market risk is managed by the Responsible Entity in accordance with the Project s purpose. Currency risk is the risk of financial loss relating to financial instruments arising from changes in foreign currencies. The Project has no exposure to currency risk as all sales and purchases are denominated in Australian dollars. Almonds are a commodity denominated in United States dollars and thus changes in the foreign exchange rate have a significant impact on the Project s sources of income, however this note to the accounts only pertains to exposure to currency risk in relation to financial instruments. The Project has limited exposure to interest rate risk. Interest-bearing financial assets are limited to cash and cash equivalents which have variable interest rate terms. The Project has no exposure in relation to other price risk. (b) Credit risk Credit risk is the risk that a party to the financial instrument will cause a financial loss to the Project by failing to discharge an obligation. The Project is exposed to credit risk through the financial assets it holds, the value of which represents the maximum exposure to credit risk. The Responsible Entity manages credit risk and the losses which could arise from default by ensuring that parties to contractual arrangements are of an appropriate rating. Cash at bank of $nil (2009: $76,713) is held with reputable organisations and receivables of $nil (2009: $499,624) pertain to outstanding almond sales, amounts due from related parties and other receivables. (c) Liquidity risk Liquidity risk is the risk that an entity will encounter difficulties in meeting obligations associated with financial liabilities. The Responsible Entity monitors exposure to liquidity risk by ensuring that there is sufficient cash on hand for the Project to meet the contractual obligations of financial liabilities as they fall due. The Project s financial liabilities are limited to payables to the related parties, amounts payable to Project growers and sundry creditors and accruals of $nil (2009: $1,521,462), all of which are payable in less than one year from statement of financial position date. The Responsible Entity manages liquidity risk by regularly monitoring forecasts and actual cash flows. (d) Fair Values The aggregate fair values and carrying amount of financial assets and financial liabilities are not materially different from the book values disclosed in the statement of financial position and in the notes to the financial statements.

NOTES TO THE FINANCIAL STATEMENTS 19 May 2010 30 Jun 2009 $ $ NOTE 3: CASH AND CASH EQUIVALENTS Cash at bank - 76,713 Cash carries a weighted average effective interest rate of 1% (2009: 1%). NOTE 4: TRADE AND OTHER RECEIVABLES CURRENT Other receivables - 499,624 Receivables are non-interest bearing. There are no receivables where the fair value would be materially different from the carrying value. NOTE 5: INVENTORY Almonds on hand - 1,451,166 NOTE 6: TRADE AND OTHER PAYABLES CURRENT Unsecured liabilities: Amounts payable to related parties - 1,072,721 Sundry creditors and accruals - 448,741 Trade and other payables are non-interest bearing. - 1,521,462 There are no payables where the fair value would be materially different from the carrying value. NOTE 7: RETAINED PROFITS Total Growers Funds at the beginning of the financial period 506,041 1,046,026 Grower contributions - 1,396,200 Net loss (506,041) (1,936,185) Total Growers Funds at the end of the financial period - 506,041 Capital management Total growers funds amounted to $nil (2009 : $506,041) is regarded as the Project s capital. The Directors of the Responsible Entity control the capital of the Project to monitor whether the Project can fund its operations and continue as a going concern. There has been no change in the current period to this approach.

NOTES TO THE FINANCIAL STATEMENTS 19 May 2010 30 Jun 2009 $ $ NOTE 8: RELATED PARTY TRANSACTIONS Responsible Entity The Responsible Entity of the Project was Seven Fields Investments Limited until 31 July, 2009. On 1 August 2009 the Responsible Entity was changed to Seven Fields Management Limited. Responsible Entity's fees and other transactions Under the terms of the constitution, the Responsible Entity is entitled to receive fees in accordance with the product disclosure statement. Fees for the period paid/payable by the Project: Fees paid by project growers at an individual level during the period 94,223 116,557 Amounts Receivable: Aggregate amounts receivable from the Responsible Entity at reporting date - 396,076 Amounts receivable from the Responsible Entity relate to contracts the Responsible Entity has with the Orchard Manager (Select Harvests) and do not relate to monies owed by the Responsible Entity on its own account. Transactions and balances with schemes which are associated with the Responsible Entity or its affiliates Amounts Payable: Aggregate amounts payable from other schemes managed by the Responsible Entity or its affiliates at reporting date - 1,072,721 Aggregate amounts paid/payable to other schemes managed by the Responsible Entity or its affiliates at reporting date - 1,386,175 Transactions between related parties are on normal commercial terms and conditions are no more favourable than those to other parties. Loans to/from related parties are interest free, unsecured and at call. In respect to related parties, no provision for doubtful debts has been raised during the period and no debts have been written off.

NOTES TO THE FINANCIAL STATEMENTS 19 May 2010 30 Jun 2009 $ $ NOTE 8: RELATED PARTY TRANSACTIONS (Cont'd) Key management personnel The Project does not employ personnel in its own right. However, it has an incorporated Responsible Entity, Seven Fields Management Limited, to manage the activities of the Project and this is considered the key management personnel. The Directors of the Responsible Entity are key management personnel of that entity and their names are Grant Ross, Greg McMahon, Peter Scully (resigned 15 July 2009), and Richard Byllaardt (appointed 2 July 2009). No compensation is paid directly by the Project to Directors or to any of the key management personnel of the Responsible Entity. Payments made by the Project to the Responsible Entity do not specifically include any amounts attributable to the compensation of key management personnel. Growers interests The numbers of interests in the Project held during the financial period by each Director and other key management personnel of the Responsible Entity, including their personally related parties, are set out below. There were no units granted during the reporting period as compensation. 2010 Balance at the start of the period Changes during the period Balance at the end of the period Interest held Interests Interests Interests % Directors 8 (8) - 0% 2009 Directors 8-8 1.5%

NOTES TO THE FINANCIAL STATEMENTS 19 May 2010 30 Jun 2009 $ $ NOTE 9: CASH FLOW INFORMATION (a) Reconciliation of cash Cash at the end of the financial period as shown in the statement of cash flows is reconciled to the related items in the statement of financial position as follows: Cash at bank - 76,713 (b) Reconciliation of cash flows from operating activities with net loss Net loss (506,041) (1,936,185) Changes in assets and liabilities: Decrease / (increase) in receivables 499,624 54,540 (Decrease) / increase in payables (1,521,462) (76,089) Decrease / (increase) in inventory 1,451,166 271,940 Cash flows from operating activities (76,713) (1,685,794) NOTE 10: REMUNERATION OF AUDITORS Remuneration of the auditor, BDO Audit (QLD) Pty Ltd for: Audit or review of financial reports 4,500 4,500 Non-audit services: Auditor of the Project: Audit of compliance plan 1,950 1,950 Assistance with preparation of financial report - - Related practice of auditor of the Project: Taxation compliance in respect of distribution statements 1,000 1,000 7,450 7,450 NOTE 11: OPERATING LEASE ARRANGEMENTS Investment property is leased by the Project under a long-term operating lease with rental payable annually. Future minimum lease payments payable on lease of the investment property is as follows: Not later than 12 months - 1,152,304 Between 12 months and 5 periods - 5,214,903 Greater than 5 periods - 6,338,749-12,705,956

NOTE 12: CONTINGENT LIABILITIES LAKE POWELL ALMOND PROJECT NO.1 NOTES TO THE FINANCIAL STATEMENTS There are no contingent liabilities at the end of the period. NOTE 13: EVENTS SUBSEQUENT TO REPORTING DATE The trading activities of the Project were transferred to the Trust on 1 November 2009, however the financial report has been prepared to the cessation date of 19 May 2010 to allow time for the settlement of all assets and liabilities. This is therefore the deemed cessation date of the project. There have been no other events subsequent to balance date that require additional disclosure. NOTE 14: RESPONSIBLE ENTITY DETAILS The registered office and the principal place of business of the Responsible Entity is: Seven Fields Management Limited Level 6 52 Merivale Street South Brisbane Qld 4101

DIRECTORS DECLARATION The Directors of Seven Fields Management Limited, the Responsible Entity, declare that: 1. The financial statements, comprising the statement of comprehensive income, statement of financial position, statement of cash flows, statement of changes in growers funds, and accompanying notes, are in accordance with the Corporations Act 2001 and: (a) comply with Accounting Standards and the Corporations Regulations 2001; and (b) give a true and fair view of the Project s financial position as at 19 May 2010 and of its performance for the period ended on that date. 2. In the Directors opinion, if the Project were to continue, there are reasonable grounds to believe that the Project will not be able to pay its debts as and when they become due and payable. This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the Directors of Seven Fields Management Limited by: Greg McMahon Director Brisbane, 5 August 2010