O A K VA L L E Y

T R U F F L E P R O J E C T

P R O D U C T D I S C L O S U R E S T A T E M E N T / P R O S P E C T U S

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P

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OA K VA L L EY T RU F F L E P RO J E C T A R S N 1 1 8 7 8 3 2 4 3

WAT E R S H E D P R E M I U M W I N E S LT D – R E S P O N S I B L E E N T I T Y AC N 0 8 9 8 1 2 5 9 1 A F S L 2 9 6 1 6 6

T RU F F L E P RO PE RT I E S L I M I T E D AC N 1 1 6 2 2 8 1 1 4
C O R P O R A T E D I R E C T O R Y

Responsible Entity
Watershed Premium Wines Ltd
ACN 089 812 591
Cnr Bussell Highway & Darch Road
Margaret River WA 6285

Directors of Responsible Entity

Geoffrey Thomas Barrett (Managing Director)
Dr Richard Hill (Chair)
Laurence Factor
Peter Charles Sartori
Phillip Henry Dale Fletcher

Manager
Truffle Projects Pty Ltd
ACN 116 228 105
c/- Thomson Fisher & Co
Level 2, 677 Murray Street
West Perth WA 6005

Directors of Truffle Projects Pty Ltd

Walter John Edwards (Managing Director)
Geoffrey Thomas Barrett (Chair)
Dr Nicholas Malajczuk

Truffle Properties Limited

ACN 116 228 114
c/- Thomson Fisher & Co
Level 2, 677 Murray Street
West Perth WA 6005

Directors of Truffle Properties Limited

Walter John Edwards (Managing Director)
Geoffrey Thomas Barrett (Chair)
Dr Nicholas Malajczuk

Project, Watershed Premium Wines Ltd and Truffle

Properties Limited Auditors
RSM Bird Cameron Partners
8 St George’s Terrace
Perth WA 6000

Independent Accountants
RSM Bird Cameron Corporate Pty Ltd
8 St George’s Terrace
Perth WA 6000

Truffle Consultant
Treetec Consulting Pty Ltd
ACN 077 935 203
c/- Thomson Fisher & Co
Level 2, 677 Murray Street
West Perth WA 6005
 CONTENTS

INTRODUCTION 2 RISKS OF THE INVESTMENT 18

INVESTMENT HIGHLIGHTS 3
INDEPENDENT EXPERT’S REPORT 21
ABOUT TRUFFLES 4
INDEPENDENT ACCOUNTANT’S REPORT 30
MANJIMUP TRUFFLES 6
RESPONSIBLE ENTITY AND PROJECT FEES 38
TRUFFLE INDUSTRY 7

LAND DESCRIPTION 8 RESPONSIBLE ENTITY 39

RESEARCH & DEVELOPMENT 9 COMPLIANCE PLAN 40

TERMS PAYMENT OPTION 10

DISPUTES RESOLUTION AND COMPLAINTS
DIRECTORS OF THE MANAGER 11
HANDLING PROCEDURE 41
DIRECTORS OF TRUFFLE PROPERTIES LIMITED 11
MATERIAL CONTRACT DETAILS 42
DIRECTORS OF THE RESPONSIBLE ENTITY 11
GLOSSARY OF TERMS 49
FINANCIAL INFORMATION 13

TRUFFLE PROPERTIES LIMITED 14 ADDITIONAL INFORMATION 52

OFFER DETAILS 15 INSTRUCTIONS FOR LODGEMENT 54

HOW TO APPLY 16
APPLICATION FORM 55
PROJECT STRUCTURE 17

IMPORTANT NOTICE This PDS/Prospectus was lodged with the Australian Securities and Investments Commission (ASIC)
on 24 March 2006 and is both a product disclosure statement under Part 7.9 of the Corporations Act (in relation to the offer
of Trufferies) and a prospectus under Part 6D.2 of the Corporations Act (in relation to the offer of Land Shares). The date of
this PDS/Prospectus is 24 March 2006. Neither ASIC, nor any of its officers, takes any responsibility for the contents of this
PDS/Prospectus. No Land Shares will be allotted or issued on the basis of this PDS/Prospectus later than 23 April 2007.

Participation in the Oak Valley Truffle Project is considered to be speculative. Before deciding to apply for Trufferies and Land
Shares, Applicants should read the entire PDS/Prospectus and seek professional advice that an investment of this type is
appropriate for their particular circumstances.

Neither the Responsible Entity, Truffle Properties Limited nor any other person, firm or corporation associated with this
PDS/Prospectus, guarantees, warrants or underwrites the performance of the Oak Valley Truffle Project or any particular
income or return from the Project.

1
 INTRODUCTION

This is a fully integrated Truffle

investment opportunity in
Manjimup, Western Australia,
providing investors with land
ownership and participation in all
aspects of Truffle production and sale.

This offer invites investors to participate in the planting of 74.8 hectares of oak and hazelnut trees, inoculated with French
Truffle (Tuber melanosporum), at Manjimup in Western Australia,.

The oak and hazelnut trees, to be planted in June 2006, will be fully irrigated and will be cultivated over a number of years
under specific conditions as they grow and mature. As the root system on the trees expand, so the fungus develops in symbiotic
harmony. Eventually the tree and fungus reach a “critical mass” and the “mature” fungus creates fruit bodies; these are the
highly sought after Truffle.

The Oak Valley Trufferie (plantation) will be undertaken on land situated on Seven Day Road, Manjimup. This location is
approximately two kilometres from the Hazel Hill Trufferie. The planting of the Hazel Hill Trufferie was undertaken in 1997
and 1998 and comprises twenty-one hectares of Truffle inoculated oak and hazelnut trees.

Dr Nicholas Malajczuk is the scientific expert who was responsible for establishing the Hazel Hill Trufferie. He is a former
CSIRO scientist with more than twenty-five years experience in studying fungi, including the black truffle fungus.

Wally Edwards has been the Managing Director of Hazel Hill Pty Ltd since its inception.

The Hazel Hill Trufferie has provided an excellent opportunity to continue a scientific study of the truffle fungus with
particular emphasis on studying the commercial production factors and issues. The plantings at Hazel Hill are large enough to
facilitate large scale research.

This is a fully integrated investment opportunity, giving investors participation in the production and sale of Truffles and
ownership in the Land owning entity. Based upon the extensive research that has been undertaken at the Hazel Hill Trufferie
over the past nine years, and the resultant Truffle production, I view the Oak Valley Truffle Project with pride and hold
tremendous enthusiasm for its future. I invite and welcome your participation in this exciting venture.

Yours sincerely

Geoff Barrett
Managing Director, Watershed Premium Wines Ltd (issuer of the Trufferies)
Chairman, Truffle Properties Limited (issuer of the Land Shares)

2
 INVESTMENT HIGHLIGHTS

I N V I T A T I O N T O B E C O M E A A P P L I C A T I O N P R I C E
T R U F F L E P R O D U C E R
The Application Money per Investment Parcel, including
By investing in the Oak Valley Truffle Project investors GST, is:
become truffle producers in one of the world’s most suitable Truffle Producer – Management Fees & Rent $9,433.60
regions for the production of truffles. Truffles will be
Shares – 3,508 shares in Truffle Properties
cultivated and harvested and then sold on your behalf by an Limited at $2 per share $7,016.00
experienced team of sales and marketing professionals.
Total Application Price $16,449.60

I N V I T A T I O N T O O W N The number of Investment Parcels on offer is 374.

S H A R E S I N A T R U F F E R I E

Investment also entitles you to hold shares in Truffle F I X E D M A N A G E M E N T F E E S

Properties Limited which owns the land on which the F O R I N I T I A L P E R I O D A N D
Trufferies are to be established. It is forecast that Truffle Y E A R S 1 – 3
Properties Limited will pay a dividend in Year 1 of the Oak
The Management Fees, including GST, for the Initial Period,
Valley Truffle Project.
Year 1, Year 2 and Year 3 are fixed and are set out below.
These Land Shares can be held by any entity and may differ
Initial Period Year 1 Year 2 Year 3
from the investor who produces the Truffles.
$8,800 $6,600 $4,180 $2,640

A T A X E F F E C T I V E T R U F F L E
I N V E S T M E N T F L E X I B L E I N V E S T M E N T
O P T I O N S
The initial investment to become a truffle producer, and
future annual management fees and rent, are tax deductible Investors have the choice of either paying cash, obtaining
and have the additional security of an Australian Taxation third party finance or applying, where applicable, for the
Office Product Ruling. Terms Payment Option. Refer to page 10.

Truffle Projects Pty Ltd director and Truffle expert, Dr Nick Malajczuk, strolling through the Hazel Hill Trufferie with two of his trained Truffle
sniffing dogs

3
 ABOUT
The truffle is an edible fungus that grows underground
through a symbiotic relationship with the roots of specific
host trees. When the tree and the fungal filaments reach
maturity, usually after about five years, the fruiting body or
truffle is produced and occurs seasonally thereafter.
Truffles have always existed in their natural habitat in
Europe and are highly-prized. The Greeks and Romans
attributed them as having healing and aphrodisiac powers,
while today they are regarded as the pinnacle of haute
cuisine and are revered by gourmons worldwide.
Truffles can be described as ‘gourmet mushrooms’. They have
a pungent, intense, earthy fragrance and lend a unique
flavour to food. They occur naturally, mainly in France and
Italy, and are sometimes referred to as ‘black gold’ or ‘black
diamonds’ because of their scarcity and worth.
Fresh truffles are available in Europe between December and
February, and the Western Australian production season is
the opposite of the European season offering marketing and
exporting opportunities. The gourmet’s dream of extended
availability of fresh truffle is now a reality.
T R U F F L E G R O W T H
C O N D I T I O N S
In contrast to most edible fungi in the market place, the
truffle fungus grows completely underground, developing
from the mycelium, a network of filaments invisible to the
naked eye. The truffle fungus represents a mushroom that
develops underground. It lives symbiotically in association
with roots of trees, nourishing its tree partner with
minerals, such as phosphorus, while receiving organic
substances such as sugars in return. Only hazelnut and some
oak trees can support the black truffle, which in turn has
limited their distribution to the natural occurrence of the
species to areas of southern Europe. Black truffles grow in
soil that is shallow and free draining. The climate must have
distinct seasons, hot in summer and cold in winter. Only
when these conditions are met will the black truffle grow
and produce its subterranean mushrooms. The French black
Truffle occurs naturally on calcareous soils in France and
4
TRUFFLES
limited occurrences in Italy, Spain and Portugal at an
elevation of 100 to 1000 metres between latitude 40°N and
47°N.
T R U F F L E C U L T I V A T I O N
Truffle consumption has been part of French culture since the
middle ages. The folklore of their formation had been
attributed to claps of thunder and to theories not far from the
realm of fairy tales. This contributed to a limited scientific
knowledge on truffle formation until recent times. In fact,
harvest from natural forests had provided the bulk of
production in the nineteenth and early twentieth centuries.
Production estimates of 2000 tonnes per annum have been
made. For this reason, there was limited opportunity for
peasants who were content with the natural harvest of the
truffles to understand truffle production. The two World Wars
destroyed much of the collecting grounds and vegetation
supporting truffles. This resulted in the collapse of the truffle
industry in the 1930’s. Now typically between 50 and 100
tonnes are harvested each year. In 1984, because of the
extremely dry summer, only 10 tonnes were produced. The
decline in truffle production has continued in the twenty-first
century. The reported harvest in 2004 was 8 tonnes.
In the past two decades, knowledge in the cultivation of the
black truffle has resulted in the establishment of artificial
trufferies throughout France and countries in the
Mediterranean. The first artificial trufferie was established in
south western France with transplanted oak seedlings raised
from the base of trees where truffles had been collected in
the past. However, this hit-miss system has now been largely
replaced by raising infected seedlings in controlled
conditions in glasshouses by companies such as Agri-Turf in
France. Understanding the factors leading to the successful
production of truffles under hazel and oak trees has been a
focus of research which led to the successful establishment of
truffieres in countries other than France.
In the northern hemishere including France and Italy many
of the newly established trufferies have been invaded by
other naturally occuring truffle species (there are over 70
different species found in Europe). In the southern
Hemisphere there are no commercial truffle species found
naturally. Consequently, monocultures of selected truffles
species can be established.
In 1991, the first black truffles were produced outside
Europe when oak trees inoculated with truffle spores
produced their first crop in Oregon, USA. A 70 hectare
trufferie was established in Texas in 1991. In 1984 the Crop
and Food Research Organisation in New Zealand
commenced work to establish artificial trufferies. The winter
of 1993 saw the first production of commercial truffles in
New Zealand confirming the feasibility of producing them in
the southern Hemisphere. Dr Nicholas Malajczuk
subsequently assisted a private company to establish a
number of small trufferies in Tasmania in 1994. The first
black truffle grown in Australia was dug up in June 1999. It
weighed 125gms. Since this time actual production from
Tasmania is not accurately known. Market intelligence
suggests production quantities have increased spasmodically.

Dr Nick Malajczuk holding the 1kg Truffle that was produced at Hazel Hill in June 2005

5
 MANJIMUP
Hazel Hill established a twenty-one hectare trufferie in
Manjimup, Western Australia in 1997.
Dr Nick Malajczuk, a former CSIRO research scientist, was
the driving force behind the establishment of this trufferie.
Dr Malajczuk selected Manjimup because of its ideal
summer/winter temperature profile using climate matching
data of truffle producing areas in France. He believed that
hotter summers and mild winters were required for optimum
production.
Over the last three years, the Hazel Hill Trufferie has
produced increasing amounts of truffle. The 2005 harvest
was particularly exciting with the harvest volume increasing
exponentially over the past three years. The most significant
aspects of the harvest were the size of the truffles found and
Trained dog sniffing for Truffles at Hazel Hill
6
TRUFFLES
where they were discovered. The largest truffle found
weighed in at over one kilogram. Also a number of other
truffles were found weighing between three hundred and six
hundred grams. The key factor in producing truffles of this
size and quality has been a specific management treatment to
the areas where these truffles grew.
Truffle Projects Pty Ltd has negotiated with Hazel Hill and
has contracted Dr Nick Malajczuk to provide technical
services and be intimately involved in the Oak Valley Truffle
Project.
The property to be used for this Project is situated in the
same valley, approximately two kilometres west along Seven
Day Road from the Hazel Hill property.
Truffle being harvested at Hazel Hill in 2005
 TRUFFLE INDUSTRY

Restaurateur and chef of the highly acclaimed Loose Box restaurant, Alain Fabregues, sniffing for Truffles at Hazel Hill in 2005

The Manager believes that the time is right to expand the The product is high value and has a fresh shelf life of
plantings of Truffle producing plantations based on the approximately four weeks. Air-freight transport is very cost
results being achieved at Hazel Hill and the diminishing effective and efficient. The product can also be tinned and
world supply of truffles. bottled. Second and third class product can also be made in
processed products such as salsas with a considerable increase
The world market and demand for truffles is huge. World
in value.
supply from native areas has steadily declined since World
War II from around one-thousand tonnes to a reported eight Truffle Projects Pty Ltd have an agreement with Hazel Hill
tonnes in 2004. that will allow a complete and open transfer of information
and knowledge. Dr Nick Malajczuk will continue to consult
Traditionally, very little research or science has been applied
to Hazel Hill and continue to expand on his research into
to truffle production in Europe. Production is typically from
the commercialisation of truffle production. All information
small scale farmers who take a very “traditional” approach to
gained at Hazel Hill is available to Truffle Projects Pty Ltd
the art of production.
and will be implemented at the Oak Valley Trufferies.
The spectacular growth rates being achieved in trial areas at
the Hazel Hill property give enormous encouragement that
commercial truffle production is a reality.

7
 L AND DESCRIPTION

The Oak Valley property is situated some ten kilometres

south-west of the Manjimup town site on the corner of
Seven Day Road and Appadene Road.

The property consists of two lots of land, Lot 102 on the

west side of Appadene Road of 86.2 hectares and Lot 11
located on the east side of Appadene Road is 41.8 hectares.

The property currently has eighty-eight hectares of cleared

land with the remaining forty hectares being regrowth karri,
marri, black butt and jarrah forest. The property adjoins
state forest. An application has been made to clear another
twenty hectares of the regrowth forest. This is allowed under
current guidelines and approval is expected.
The 1 kg Truffle harvested at Hazel Hill in June 2005. In the
The property has a one-hundred & fifty mega-litre dam that background, L-R, Dr Nick Malajczuk, Wally Edwards and Alain
Fabregues.
is fed from a stream that comes directly from the state forest.
It is also fed by a number of springs on the property. The
water is pristine in quality with no salt.

Dwelling which is constructed on Lot 102, which will be used as the headquarters for the Manager and will house the laboratory

8
 RESEARCH & D EVELOPMENT

It has taken decades of research to begin to bridge the truffles of this size or quality in all the years I have used
shortfall in scientific knowledge in truffle cultivation. The them in France or Australia. They are perfect in terms of
key focus of this research is finding and understanding the texture and odour”. Alain Fabregues went on to say that he
factors that stimulate the production of fruiting bodies. This believes the establishment of a successful truffle production
is the absolute key to achieve commercial production and industry will put Australia on the gourmet map.
hence greater economic return.
Management trials will continue to be expanded on the
We are aware that successful production of truffles depends Hazel Hill property. In fact, plans are now being made to
on suitable climatic and soil conditions. The climatic further increase the R&D effort on the property with the
conditions have been thoroughly researched and the full-time employment of the student who has been
Manjimup/Pemberton region of Western Australia is ideal. conducting his PhD research under Dr Malajczuk.
Soil conditions in this (and most other regions of Australia)
Truffle Projects Pty Ltd has an agreement to share in all
require a significant shift in pH to alkaline conditions to
technology that is developed by Dr Malajczuk at the Hazel
provide an ideal truffle growing environment.
Hill trufferie.
Hazel Hill has embarked on an extended program of research
and development over the nine years the trufferie has been
established. During the life of that project, Dr Nicholas
Malajczuk has conducted extensive research into various
factors he believes are critical to understanding what makes
truffles grow.

During this period, Dr Malajczuk has supervised Honours

and PhD student projects that have been sponsored by Hazel
Hill through Murdoch University where Dr Malajczuk has
been appointed an Adjunct Associate Professor. Recently he
was appointed Adjunct Professor of Natural Reseources,
Notre Dame Univerity of Australia. Also, Dr Malajczuk has
continued his own scientific trials to achieve greater
understanding of key factors to enhance the amount and size
of truffles within the Hazel Hill trufferie.

Over the 2005 season, some significant breakthroughs were

made that have created great excitement in the truffle
industry world-wide. In certain locations where Dr
Malajczuk has been conducting different management trials,
some very large truffles were located. The largest was a giant
truffle that weighed more than one kilogram. However,
many more were found weighing between three hundred and
six hundred grams. Not only were these truffles very large,
but they were of absolute top quality.

French Chef Alain Fabregues (MOF) has described these

truffles as “the best I have ever seen. I have never seen The 1 kg Truffle harvested at Hazel Hill in June 2005

9
 TERMS PAYMENT OPTION

Cash/ Finance I N V E S T M E N T F L E X I B I L I T Y

The total Application Money per Investment Parcel is
$16,449.60 payable for Investors who invest on or before 31
May 2006 as detailed below:
• $7,016 for the 3,508 Land Shares issued at $2.00
each; plus
• $9,433.60 (including $857.60 GST) for Initial
Management Fees and Rent.
The offer of Land Shares is a distinct and separate offer from
the offer of Trufferies in the Oak Valley Truffle Project.
Hence, the Land Shares can be held in a different name from
the Trufferie owner. Once allotted, the Investment Parcel is
not stapled, so you are able to transfer the Land Shares
separately. It should be noted that while the offer of Land
Shares represents a distinct and separate offer from the offer
of Trufferies they each form an integral part of the

Terms Payment Options Investment Parcel and therefore cannot be accepted in

isolation.
Any Investor who wishes to apply to pay their
Application Money using the Terms Payment Option This is only a summary of the Offer. Prospective investors
described below, must complete the Terms Application should read the whole of this PDS/Prospectus.
Form contained within this PDS/Prospectus. Acceptance
of the Investor’s Terms Application is conditional upon
the Responsible Entity’s acceptance of the Investor’s
Terms Application before the end of the relevant financial
year.

Terms Payment Option – 1 Year

Upon Application – deposit of $9,016 ($2,000 per Trufferie

and $7,016 for the 3,508 Land Shares)

Monthly instalments – 12 equal monthly payments of

$664.00 per Trufferie (includes interest at 11.5% per
annum)

The 12 monthly instalments cover the balance of the

Application Money per Investment Parcel, interest and a
terms application fee of $50 per Trufferie (inc GST). Stamp
Dr Nick Malajczuk inspecting a freshly harvested Truffle at Hazel
duty may also be payable.
Hill in 2005

Management Fees and Rent (inc GST) $9,433.60

Land Shares 3,508 x $2.00 $7,016.00
Terms Application Fee (inc GST) $50.00
___________

$16,499.60
Less Deposit & Land Shares $9,016.00
___________
Terms Amount $7,483.60
___________

10
 DIRECTORS
Wally Edwards B.E. M.I.E. (Aust)
Wally Edwards is the Managing Director of Truffle Projects
Pty Ltd and Truffle Properties Limited. He is a civil engineer
and registered builder who has specialised in the field of
irrigation products and systems. Wally has considerable
project management expertise in plantation forestry,
construction and civil engineering projects. Wally has been
the Managing Director of Hazel Hill Pty Ltd since its
inception in 1997. Wally has been an executive member of
the Western Australia Cricket Association (WACA) since
1987, is currently Senior Vice President of the WACA and
was granted life membership in 2003. Wally has also been a
director of Cricket Australia Limited (formerly Australian
Cricket Board) since 1996.
Dr Nicholas Malajczuk B. Sc (Hons) (Forestry) Doctorate
Philosophy
Dr Nicholas Malajczuk is a research scientist who has
worked for CSIRO Forestry and Forest Products for the past
twent five years. He has collaborated and worked in the USA
and France in symbiotic fungi (including Truffles) associated
with forest trees and has conducted research projects
throughout Australia and in the Philippines and China. Nick
is a world authority on edible fungi associated with tree
species as well as horticultural crops. He has published a
number of books on the manipulation of these benficial fingi
for increasing productivity of both trees and fungi. His
knowledge is unique in Australia and he has been intimately
involved in the setting up of the black truffle industry in
Tasmania. He has conducted research on the establishment
of the truffle fungus (Tuber melanosporum) on seedlings of
oak and hazelnut trees and he has supervised and conducted
research into different aspects of the physiology and growth
factors of the black truffle fungus at the Hazel Hill trufferie
over the past nine years.
Geoffrey Thomas Barrett LLB (Hons) B.Com
(Accounting)
Geoff Barrett is the Chair of Truffle Projects Pty Ltd,
Managing Director of the Responsible Entity and is also the
Chair of Truffle Properties Limited. Until 30 June 2002, he
was managing partner of the law firm Garton Smith & Barrett,
advising in relation to managed investments in forestry,
O F T H E M A N A G E R
viticulture, wineries, truffles and manufacturing. Prior to
practicing law he had over 18 years experience in banking and
finance. He managed several major banking projects, including
the development and introduction of automated teller
machines. Geoff has previously lectured in International
Taxation Law, International Business Law and Contract Law
and tutored in Corporations Law at Curtin University.
Geoff was responsible for identifying and negotiating the
purchase of the land for all three stages of the Margaret
River Watershed Premium Wine Project, for assembling the
viticulture, winemaking, sales and management team, and
structuring the Watershed Project and its finances. Geoff has
overseen the development of the Margaret River Watershed
Premium Wine Project since its inception. Geoff was
appointed in December 2005 to the executive of the Curtin
University operated Muresk Institute, Western Australia’s
only agriculural college.
D I R E C T O R S O F T R U F F L E
P R O P E R T I E S L I M I T E D
All the persons described above as directors of the Manager
are also directors of Truffle Properties Limited.
D I R E C T O R S O F T H E
R E S P O N S I B L E E N T I T Y
Geoffrey Thomas Barrett LLB (Hons) B.Com
(Accounting)
See above.
Dr Richard Hill M.B. B.S. F.R.A.C.P. B.Com (Econ) Dip
Naut Sc
Dick Hill is the Chair of Watershed Premium Wines Ltd.
From 1981 until March 2002, Dick Hill was the Head of
Gastroenterology at Princess Margaret Hospital, Perth. He is
now a consultant gastroenterologist at Princess Margaret
Hospital and operates a private practice. His qualifications
include a Bachelor of Commerce (Econ) and he has
successfully built and managed a significant investment
portfolio. Dick has been actively involved in the Margaret
River Watershed Premium Wine Project since its inception.
11
Laurence Factor B.Com (Accounting) Grad Dip (Business strategies for liquor sales in the Giants Liquor Group in
Law) M.Com (Business Law) FCPA FCIS Western Australia. With the recent sale of the Liquor
Laurence has a diverse background as a practitioner in Services Group, Peter has been appointed WA Business
accounting, company secretarialship, planning and Manager of Independent Brands Australia. This group
administration with listed companies and as an academic includes all liquor stores operating under the Cellarbrations,
specialising in corporate law and company secretarial Cheers and Liquorforce banners.
practice. He has spent approximately half his career in the
Phillip Henry Dale Fletcher
manufacturing and distribution industries and half in the
Phil has been involved in the Australian Liquor Industry for
tertiary and professional training sector. He spent
the past 40 years. He has successfully developed and
approximately a decade with ASX listed
marketed wine brands both nationally and internationally.
manufacturer/distributor McPherson’s Ltd based in
His experience has been centred on the management of
Melbourne where he became Group Manager Budgeting and
marketing and sales disciplines driven by the priority to
Planning before being appointed Administration Manager
return profits to stakeholders whilst building value in the
for Western Australia.
brands and corporate identities.
Currently Laurence is a Senior Lecturer in the School of
As an executive director of Amberley Estate Pty Ltd, a
Business Law at a Perth University. He is a State Councillor,
company that he joined in 1990, he created and led the
a past Chairperson of the Western Australian Branch of
development of the brands and company sales philosophies
Chartered Secretaries Australia (CSA) and a past director of
until acquired by Vincor International in March 2004. Phil
CICSA Ltd. He has been a member of the Western
was then given the task of integrating the Goundrey and
Australian Regional Liaison Committee of the Australian
Amberley sales staff over the period April 2004 to 31 March
Securities and Investments Commission (ASIC) since 1994
2005.
and has been the Joint Chairman and corporate law
spokesperson for the WA Joint Legislation Review
Committee of CPA Australia and CSA. He has been actively
involved in the Margaret River Premium Wine Project since
its inception.

Peter Charles Sartori

Peter has over 20 year experience in retailing, and has in the
last ten years worked exclusively in the liquor industry. In
1993, Peter established and successfully ran his own
independent liquor store, which was sold in 1998. In 1998,
Peter commenced employment as the manager of Liquorama,
a West Australian based group of independent liquor stores.
His responsibilities included the direction of purchasing,
sales and administrative functions for the group.

In 2002, Peter was promoted to State Manager (WA) of

Liquor Services Group Ltd, following the amalgamation of
Liquorama into the national Liquor Services Group Ltd. His
duties encompassed all aspects of general management
including the development and implementation of marketing Vista through the rows of hazelnut and oak trees at Hazel Hill

12
 FINANCIAL
Management Fees
The Management Fees for the Initial Period, Year 1, Year 2
and Year 3 are fixed at $8,800, $6,600, $4,180 and $2,640
(including GST) per Trufferie. The Management Fees for the
Initial Period are payable on application and each subsequent
year in arrears on 1 June, with the Year 1 Management Fee
being due and payable on 1 June 2007.
Management Fees for Years 4-20 inclusive will increase
annually by either 3% or the Consumer Price Index,
whichever is the greater, refer to page 38, and are payable in
arrears on or before 1 June in each relevant year.
Rent
Rent is fixed for the Initial Period at $633.60 (including
GST) per Trufferie and will increase annually by either 3%
or the Consumer Price Index, whichever is the greater, refer
to page 44, and are payable in arrears on or before 1 June in
each relevant year.
Financial Forecast
It is the Responsible Entity’s opinion that it is important to
include in a PDS a financial forecast, over the life of the
Project, as it is information that may reasonably be expected
to have a material influence on the decision of a reasonable
investor to acquire the investment. The making of a
statement that contains a financial forecast must have
reasonable grounds or it will be misleading under section
728(2) of the Corporations Act. Mere statements by issuers
asserting reasonable grounds for the inclusion of
information, with no verifiable reasons to support such
statements, do not, by themselves, establish reasonable
grounds for prospective financial information. ASIC has set
13
INFORMATION
out in Policy Statement 170 (‘PS 170’) a non-exhaustive list
of factors that may amount to reasonable grounds for stating
prospective financial information which includes, in
paragraph (18) (b):-
‘reliance upon an independent industry expert’s report
which:
(i) is included in the document containing the
prospective financial information;
(ii) sets out the assumptions underlying that
information; and
(iii) makes a positive statement that both the
prospective financial information and its
assumptions are reasonable’
The Independent Expert Report of the Truffle Consultant is
set out on pages 21 to 29
However, PS 170.29 states, among other things, that “ASIC
generally considers that prospective financial information for
a period of more than 2 years may require independent or
objectively verifiable sources of information to establish that
there are reasonable grounds to provide it.” However, an
expert’s report is unlikely to be of assistance in establishing
the existence of reasonable grounds for prospective financial
information where the facts that the expert has relied upon
are unverified or unverifiable.
Further, the longer the period the prospective financial
information relates to, the less likely it is that there are
reasonable grounds for stating it, as the grounds for longer
term prospective financial information become less
verifiable. Given the long term nature of the Project and PS
170, the Responsible Entity has elected not to include a
financial forecast in this PDS/Prospectus.
 TRUFFLE
On 16 December 2005 Truffle Properties Limited entered
into a Contract of Sale with Daria Josephine Burnett.
Settlement was effected on 15 March 2006. The subject
land is Lot 102 on Deposited Plan 47397 and being the
whole of the land comprised in Certificate of Title
Volume 2616 Folio 415, such land comprising 86.2299
hectares in area and Lot 11 on Diagram 92046 and being
the whole of the land comprised in Certificate of Title
Volume 2156 Folio 98, such land comprising 41.801
hectares in area. The total purchase price for both
properties was $1,700,000.
Aerial shot of Lots 102 and 11 which are highlighted in bold pink
Manjimup Shire
Water Supply Dam
PROPERTIES LIMITED
The directors of Truffle Properties Limited believe that the
Land Share issue price of $2.00 per share is a fair price given
the purchase price and the capital infrastructure to be
constructed on the Land. Under this PDS/Prospectus
1,311,992 ordinary shares are being offered to investors at
an issue price of $2.00 each. In January 2006 1,250,000
ordinary shares were offered under an Offer Information
Statement at $1.00 each to meet the purchase price, plus
stamp duty of $85,500, before ANZ Bank finance of
$706,000. On maximum subscription there will be
2,561,995 ordinary shares on issue in Truffle Properties
Limited and the ANZ Bank finance will be repaid.
Lot 11
Lot 102
14
 OFFER DETAILS

The Responsible Entity and Truffle Properties Limited are in this PDS/Prospectus will have approximately 50
pleased to offer you an opportunity to invest in the truffle hazelnut and 50 oak trees per Trufferie and these will be
industry. planted by the Land Owner in the period 1 June 2006 to
15 June 2006.
The Offer under this PDS/Prospectus consists of two
components, Trufferies and Land Shares. For each Trufferie
applied for, an Applicant must also apply for 3,508 Land Shares. W H A T I S T H E
A P P L I C A T I O N M O N E Y ?
Investors may hold the Trufferie and the Land Shares under
separate names. The two components of the Offer are: The total amount payable per Investment Parcel by an
1. To maintain and cultivate Truffle inoculated oak and
Applicant who pays cash and is allotted a Trufferie and
hazelnut trees on the Trufferies for the purpose of
Land Shares on or before 31 May 2006 is $16,449.60.
harvesting Truffles for sale.
2. To purchase 3,508 Land Shares, at an issue price of Management Fee (including GST)
$2.00 per Land Share, for each Trufferie applied for. payable on or before 31 May 2006 $8,800.00

Rent (including GST) payable on or

T R U F F E R I E S before 31 May 2006 $ 633.60

Upon being allotted a Trufferie, an Applicant will become a 3,508 Land Shares issued at
$2.00 per share $ 7,016.00
___________
Grower and a party to the Agreements described on pages 42
$16,449.60
___________
to 46. ___________

The Land has been divided into 374 uniquely identifiable Note – Management Fees and Rent for Year 1 are due and
Trufferies of 0.2 hectares each. The 374 Trufferies on offer payable in arrears on 1 June 2007

View of the 150 mega litre dam on the Land

15
 HOW T O A P P L Y

Anyone wishing to be a Grower should complete the T A X A T I O N I M P L I C A T I O N S

Applications on pages 55 to 56.
A Product Ruling has been issued by the Australian Taxation
Application terms are set out on page 57. Office for the Oak Valley Truffle Project. This Product
Ruling can be viewed at the web-site: http://law.ato.gov.au
Note that your application is also an offer to be bound to
the Constitution and Rules, the Lease and the Project
Operations Agreement. G O O D S A N D S E R V I C E S T A X

For each Trufferie applied for the Applicant must also apply If you are not registered for GST purposes, then any GST

for 3,508 Land Shares at a cost of $2.00 per Land Share, the paid in relation to Project Fees and Rent may represent a tax

whole of which is payable on Application.
D I F F E R E N T A P P L I C A N T S
The Land Shares may be applied for by the same party
applying for the Trufferie or by different parties. For
example, a self-managed superannuation fund might apply
for the Land Shares while the Applicant for the Trufferie
could be an individual.
All Application Money is payable to the Responsible Entity.
Payment must be made in Australian dollars. Applications
can only be made on the application form included in this
PDS/Prospectus.
deduction. If you are registered for GST purposes, then any
GST paid in relation to Project Fees and Rent may represent
a GST Input Tax Credit. It is recommended that you obtain
independent financial advice in relation to the GST to be
paid on Project Fees and Rent.
F I N A N C E
Applicants may choose to fund their investment themselves
or borrow all or part of the funds required to secure their
investment in the Project from third party financial
institutions. Applicants should seek their own independent
tax and financial advice.

T E R M S P A Y M E N T O P T I O N

Applicants may choose to invest by taking advantage of the

Terms Payment Option as described on page 10.

M I N I M U M S U B S C R I P T I O N

The minimum subscription under this PDS/Prospectus is 50

Trufferies.

O V E R S U B S C R I P T I O N S

There are no oversubscriptions offered under this

PDS/Prospectus.

Average size truffle harvested from Hazel Hill trufferie in 2005

16
 PROJECT STRUCTURE

TRUFFLE PROPERTIES
LIMITED

Installs irrigation system,

purchases, inoculates and plants
oak & hazelnut trees & leases
Trufferies to Growers

WAT E R S H E D
GROWER PREMIUM WINES
LTD
Responsible Entity
Leases Trufferies from Truffle
Properties Limited and contracts
the Responsible Entity under the Contracted to maintain
Project Operations Agreement to the Trufferies for the Grower,
maintain the Trufferies, cultivate cultivate and harvest
and harvest the Truffles, market the Truffles, market and sell
and sell the Truffles the Truffles

Receives the Receipts Agent for Grower

TRUFFLE PROJECTS
PTY LTD
Manager

Sub-contracted by the
Responsible Entity to maintain
the Trufferies for the Grower,
cultivate and harvest the Truffles,
market and sell the Truffles

17
 RISKS O F T H E INVESTMENT

As with any investment in agriculture, there are inherent • Frost

risks in primary production due to matters beyond the Frost is not a risk issue for the Project.
control of the Responsible Entity. In addition the Project is Both hazel and oak trees are native to areas that
subject to the commercial risks of a long term venture. So experience extreme frosts. In fact, a critical selection
that Growers may be aware of those risks that may have a criteria for the site was the requirement for frost and
material effect on an investment in this Project, they have extreme cold in the ripening process for truffles.
been detailed below. The Responsible Entity will continue to • Hail, storm, fire risks
use all the knowledge and experience available to them to The truffle grows underground in a symbiotic
monitor the risks and implement all necessary procedures to relationship with oak and hazel trees. The truffle relies
minimise their effect. on support from the trees for certain nutrients; therefore,
no truffles can be grown without healthy trees.
A G R I C U L T U R A L R I S K S Risks from hail, storm and fire are real.
Hail can damage the host trees but is unlikely to destroy
• Drought Risks
them. Leaf and branch damage is possible; however, this
A dam with a capacity of 150 mega litres already exists
type of damage will have a negligible effect on truffle
on the Land this is more than adequate as a water supply
production.
for the oak and hazelnut trees. A licence to double the
Storm damage can completely remove trees and therefore
capacity has been made with the Water Corporation
is a real risk. The property itself is adjacent to state Karri
• Water availability
and Jarrah forests. These trees are very large and will
The Project will be irrigated with water from an
work as a shelter for the trees of the trufferie. These
established dam which is located on Lot 102 and which
natural wind breaks will assist reduce the potential for
provides water all year round.
damage.
• Water salinity
Fire is a real risk to the truffiere. Potential fire damage
There are no salinity issues which arise from the use of
will be managed by the provision of fire breaks and
water from the dam. Water quality levels are well within
maintaining the trufferie in a clean and manicured
silviculture standards and will be continually monitored
condition. The trufferie will be fully irrigated. This will
throughout the life of the Project.
ensure there is no dry fire hazard within the trufferie.
• Flood
Surrounding bush-land and forest will be subjected to
Flood is considered a low risk factor for the property.
regular “controlled burns” in low fire risk periods to
The survey plan reveals that the property has a
reduce the fuel load and hence the risk of a major
significant valley that drains the entire property. The
uncontrolled bush-fire.
majority of the property quickly climbs away from the
• Pests and disease damage
valley and 85% of the property is 10 metres or more
The potential for disease risk to the oak and hazel trees is
above the high water level of the water course.
considered low. There are no known diseases that could
The valley has a significant fall to the south and the
cause significant tree fatalities.
possibility of the water course flow backing back is
Truffles can be attacked by slugs and snails if they are
negligible.
close to the surface. These pests will be controlled by the
Extreme water flows from the headlands of the water
selective use of environmentally friendly pesticides and
course at worst could only affect a small percentage of
herbicides.
the trufferie on each side of the valley.

18
• Truffle Yields
Truffle production in the natural habitat is notorious for
being unreliable and spasmodic.
The Oak Valley Trufferie will be established using all the
current sivicultural and management information to
ensure the truffiere has the best chance to produce
maximum yields.
• Loss of key staff of the Responsible Entity could impact
on forecast returns. The Managing Director is covered by
key person insurance.
F I N A N C I A L
• Failure to achieve anticipated truffle prices because of

Major risk factors that are known to affect yields include: - adverse movements in the price for truffles.

i) Drought • Tax law changes

Any changes to the taxation system during the life of the
This factor will be managed by the use of a modern
Project or any other new significant levies, taxes or
irrigation system that will water all trees and
imposts on the Project may affect the Project’s returns.
surrounding areas for the entire trufferie.
• Grower defaults
A risk exists that a drought extending for a number of
The Responsible Entity will pursue all avenues to ensure
consecutive years would restrict the amount of water
that all Project Fees are received when they fall due.
available for use by the irrigation system.
• Management fees are fixed for the financial years ending
The Manjimup area is, however, in a very reliable 30 June 2006, 2007, 2008 and 2009 and thereafter are
rainfall zone where the annual average rainfall exceeds linked to annual changes in the consumer price index or
1000mm. a 3% increases on the previous year’s management fees,
The dam capacity is 150 mega-litres and is filled by whichever is the greater. All Management fees are
run-off from the state forest and springs on the Oak charged and payable irrespective of income generated.
Valley property. • No market for the Trufferies.
ii) Fungal Risks
These include the failure to establish the truffle
fungus on the seedling tree roots due to adverse
environmental conditions, the presence of predator
fungi or disease.
To reduce this risk, the Manager will conduct a
rigorous monitoring program both before the trees
are planted and subsequent to planting.
Investors should be aware there is a risk that truffles
will not be produced in the quantities or time frame
as estimated in this prospectus.
• Events of force majeure.

M A N A G E R I A L

• The ability of the Responsible Entity and other relevant

parties to meet their obligations.
• Default by relevant parties of any of the material
agreements.
Recently pruned hazelnut trees at Hazel Hill

19
 M A R K E T • Demand fluctuations
The value of the Australian currency on the world market
• Supply fluctuations
may have an effect on the demand of Australian truffles
World-wide production of the black truffle has varied
in the export arena.
between 12 and 40 tonnes annually during the 1990’s.
• Quality of Truffles
Market intelligence suggests production over the last few
The Responsible Entity will employ modern sivicultural
years has declined below these levels as a series of hot
techniques and experienced personnel to ensure that the
summers have hit the Mediterranean regions of France
best quality truffles are produced.
and Spain.
• Adverse change to consumer attitudes to truffle
Markets for both fresh and preserved black truffles exist.
consumption.
It is expected that demand will rise with an increased
Risks of investing in the Land Shares include the above
supply. Only when supply can be guaranteed from year
risks and:
to year can new markets, such as Asia and the Middle
• Illiquid market for the Land Shares.
East be explored.
The prices for the French black truffle do vary from year to
year but little variation is observed within truffle seasons.

Late afternoon during winter 2005 at Hazel Hill

20
 INDEPENDENT
Grants Pass Oregon
USA 97528
www.mycorrhizae.com
Directors
Watershed Premium Wines Ltd
PO Box 893
Margaret River WA 6285
7 December 2005
I N T R O D U C T I O N
This report has been prepared for the Oak Valley Truffle
Project by Dr. Mike Amaranthus, President Mycorrhizal
Applications Inc. and adjunct Associate Professor Oregon
State University who has been commissioned to provide an
independent technical assessment of the project and the
project methodology concerning site selection,
establishment, management, risks and anticipated yields. The
project seeks to establish a plantation of hazel (Corylus
avellana) and oaks (Quercus spp.) trees on 75 hectares near
Manjimup in Western Australia to facilitate production of
the French black truffle (Tuber melanosporum).
The president of Mycorrhizal Applications Inc, Dr. Mike
Amaranthus is an expert in soil biology and has over 20
years research experience as a scientist with United States
Department of Agriculture and Oregon State University. Dr.
Amaranthus’s professional expertise includes American and
international research on edible fungi. He has previously
assessed potential truffle producing areas in Australia, New
Zealand, France, Italy, and Spain. Dr. Amaranthus also has
extensive soil biology experience in Australia, Costa Rica,
Mexico, Canada and Thailand. In 1996, he was appointed an
Adjunct Associate Professor at Oregon State and supervises
Masters and PhD students in various aspects of soils and
biology. He has published over 70 research papers in
national and international journals and books. In 1998, he
received the United States Department of Agriculture’s
highest award for scientific achievement.
Dr. Amaranthus has frequently inspected areas to be planted
with hazels and oaks for truffle production and has
21
EXPERT ’S REPORT
participated in assessment of previous plantings of hazels and
oaks for truffle production in Western Australia, Tasmania
and New Zealand. In 1997, Dr. Amaranthus prepared the
expert opinion report for Hazel Hill Pty Ltd which offered
investors the opportunity to invest in Hazel Hill Truffle
Project now an established a plantation of hazel trees
(Corylus avellana) and oaks (Quercas spp.) in Western
Australia. This project is presently producing semi
commercial quantities of the French black truffle (Tuber
melanosporum) in the Manjimup area.
T H E P R O P O S A L
Investors are invited to subscribe for shares and growing lots
for production of the French black truffle in Western Australia.
The growing lots are to be established within a proposed
truffière establishment of 74.8 hectares in the year 2006.
The Project proposes to grow hazel and oak trees for
production of export quality Tuber melanosporum. Recent
reports from another truffiere Hazel Hill in the Manjimup
area with similar soil and site conditions indicates that some
truffle production can occur within 5 years of establishment
and that semi-commercial yields can be achieved within 7
years. Truffle production in west Australia is an emerging
industry with great potential for expansion.
Knowledge regarding the Australian industry and its
prospects is based largely on truffle research and operational
trials conducted by Dr. Nick Malajczuk of Treetec
Consulting. Hazel Hill operations led by Dr. Nick Malajczuk
has recently discovered unique cultural management
programs implemented on parts of the HH truffiere that has
produced exceptional truffle yields. Dr. Nick Malajczuk is a
world leader in growing black truffles and his success and
experience are driving optimistic outlooks for commercial
yields in the industry in west Australia.
B A C K G R O U N D
Truffles first appeared in French cuisine during the
Renaissance, however their appreciation dates back much
earlier to Greek and Roman times. Truffles were recognised
as early as 1600 BC. Later Roman and Greek writers, such as
the poet Juvenal (AD 60-140) and Plutarch (AD 46-120),
noted the association of water, heat, lightning and truffle
formation. Theophrastus suggested that truffles were always
found in the ground beneath a particular plant suggesting an
association with the roots. Eventually in 1588 spores were
confirmed as the fungal propagule or “seed” by the Italian
philosopher Gianbattista della Porta. In 1868, the French
botanist Gaspard A. Chatin separated truffles into taxonomic
groups and discussed their observed differences. He
suggested that truffles formed symbiotic associations with
trees and tentatively suggested they could be cultivated.
Soon after, in 1885, A.B. Frank documented ectomycorrhiza
in the association between Tuber aestivum (Burgundy truffle)
and plants.
Tuber melanosporum, the French black truffle originates from
the Perigord and Provence regions of France. Scientifically
the species is classified as belonging to the genus Tuber,
family Tuberaceae, order Tuberales, class Discomycetes,
subdivision Ascomycotina, division Eumycota, Fungi
kingdom. Truffles are, in layman’s terms, mushrooms that
grow naturally underground rather than above-ground. A few
truffles other than Tuber melanosporum, are also highly
prized as edibles including Tuber magnatum, the Italian
white truffle. The Italian white truffle differs in its
ecological requirements and has been much more difficult to
produce in a truffière compared to Tuber melanosporum.
Tuber aestivum, Tuber bumale and Tuber uncinatum are also
commercial truffles native to Europe but have far less value
than Tuber melanosporum.
Truffles have a unique aroma and taste that accounts for their
high price. Their flavour can permeate many foods and a little
truffle can go along way in “flavouring” a meal. Truffles come
in a variety of shapes and sizes. On the surface they resemble
a potato and range in size from a pecan to larger than a tennis
ball. A recent truffle from the HH site is considered to be the
largest black truffle ever harvested outside France weighing in
at over a kilo! Internally truffles have a marbled, convoluted
appearance that darkens with age. Tuber melanosporum is black
like coal with a faceted pyramidal surface that gives it the
nickname “Black Diamond”.
22
In the early 1970’s French researchers successfully colonized
the roots of tree seedlings with truffle spores thus increasing
the chances that the trees would produce truffles. When a
truffle spore comes into contact with one of the fine rootlets
under a hazel or oak, it sends out long, microscopically thin
filaments that wrap around the root. Under magnification
this root tip transforms into branched, swollen, minutely
puzzled surfaces, chestnut coloured appendages on the feeder
root system. The swollen tip is called a mycorrhiza, derived
from the Greek words meaning “fungus root”. It is part of
both truffle and tree.
Like all fungi, truffles are unable to synthesize sugars and
other carbohydrates. The ordinary white button mushrooms
colonize dead plant matter and are grown commercially on
compost. Black truffle fungi are symbiotic and draw their
carbohydrates directly from certain trees before entering a
saprophytic stage. They use this energy to construct
filaments that push through the soil and gather moisture and
nutrients which are, in turn, used to nourish the tree. Many
truffles are quite specific to certain forest, climate and soil
conditions.
The systematic planting of a truffière with trees roots
colonized with the fungus Tuber melanosporum has been
successful in producing truffles. Truffieres established in
Italy, France, Spain, USA, west Australia, New Zealand and
Tasmania are now producing truffles. However, it is
unknown what proportion of the world’s production of
edible truffle species are produced in the “wild” vs managed
truffiere.
Research has demonstrated that while there are various tree
genera which will host Tuber melanosporum, Quercus (oak) and
Corylus (hazel) are preferred for the truffiere. Of these, Corylus
avellana (European hazel) has become the most popular species
because the tree or bush, depending on how it is trained, is
fast growing and the black truffle grows tenaciously on its
roots, which are shallower than the oak’s. Its life expectancy as
a truffle producer is estimated at 30 years and some fruiting of
the truffle can occur as early as four years with production
increasing rapidly during the first 5 years of fruiting. Recent
exponential increases in production at the Hazel Hill,
Manjimup truffiere between 5 and 7 years indicates such Factors that may have contributed to the reduction in the
increases are possible and probable in west Australia. Various historic availability of truffles should continue to limit
oak species, thought to have an even greater longevity in production from “wild” areas in the future. These include
producing truffles have also fruited Tuber melanosporum in changes in land use, pollution and climate change. In the
west Australia at the Hazel Hill truffiere and will be included early part of the 20th century, truffle production declined as
in the planting by Truffle Projects Pty Ltd. a result of the destruction of habitat and other factors
during World War 1 (931 tonnes in 1914 to 166 tonnes in
In Europe, Périgord black truffles are available fresh from
1919 and similar effects occurred following World War II).
November to March with the peak of the season generally
Local land-use changes, such as shifts in urban and rural
considered to be between January 15 and February 15.
living have reduced the habitat for black truffle production.
European wholesale prices for T. melanosporum are generally
Historically, Europeans cleared out understory vegetation for
in the range of $ 600-1200 kg -1 but this varies according to
fuel wood which helped maintained habitat for the black
availability. Demand for Tuber melanosporum in the finest
truffle. Management of natural forest areas for truffle
restaurants continues to grow worldwide and is likely to
production is rarely practiced in Europe today. Regardless,
inflate prices in the future. This is particularly true during
current production is estimated to be less than 10% that of
the period from April to October when fresh black truffles
the early twentieth century.
are not available.
In its native range, Tuber melanosporum grows on basic soils
Tuber melanosporum occurs naturally in France, and in parts of
where rainfall is 600mm to 1500 mm a year. Mean daily
northern Italy and Spain. Estimates of truffle production since
temperatures in winter range from 2 o C to 8 o C. Mean daily
the Napoleonic wars are only approximate. However, estimates
temperatures in summer range from 16.5 o C to 22 o C.
indicate truffle production increased from 1500 tonnes in
Contrary to popular opinion Tuber melanosporum occurs
1860 to 2000 tonnes in 1890. Other sources indicate a
across a variety of soil physical and chemical properties. In
worldwide production of 1000 tonnes during this period.
New Zealand, for example, truffles have been produced on
Whatever the actual production figures were, they suggest that
trees grown on beach sand as well as on basaltic soils. What
harvesting from the wild has declined dramatically over the last
is common across natural producing areas is a high soil pH
century (see table below). Harvest of the Périgord truffle and abundant available calcium. The desired soil condition
ranged from 12 and 40 tonnes annually during the 1990s. for developing a truffière is a high pH and well aerated
Estimates for production in 2005 have been as low as 8 tonnes. granular soil with a moderate level of organic matter (up to
Such dramatic declines in production point to the need for 10 %). Other soil characteristics of European truffières
increased for production in managed truffieres. include high levels of plant available Mg, moderate levels of
P and low level of Na. Although the great majority of
Annual production of the French Black truffle from 1903
Australian soils are very low in key plant nutrients,
to 1975.
particularly P, this can be readily corrected to recommended
1000
level. Results at Hazel Hill indicate nutrient levels can be
Total production (Tonnes)

800 managed that will promote subsequent growth and

600
development of both mycorrhizal fungus and host plant.
Irrigation is also needed for adequate root development and
400
prevents extended periods of soil drought.
200

Truffles are now being successfully grown in truffière in

0
1900 05 10 15 20 25 30 35 40 45 50 55 60 65 70 75 France, Spain, Italy, New Zealand, West Australia, Tasmania
Year and the USA. Production in West Australia, at Hazel Hill

23
near Manjimup has increased exponentially in the last 3
years and new insights into promoting fruiting of the truffle
should bolster increased production levels in the foreseeable
future. What is required to produce truffles is the climate,
presence of suitable host species, careful preparation and
maintenance of soil conditions and the scientific expertise to
rigorously monitor the abundance and distribution of the
desired Tuber mycorrhiza and the health of host species.
Optimising truffle production requires both knowledge,
experience and scientific expertise into the factors that
initiate and promote truffle fruiting.
L O C A T I O N O F T R U F F I E R E
A N D S I T E C O N D I T I O N S
The property for the venture is located on land near
Manjimup, Western Australia about 300 km southwest of
Perth. The proposed truffière will be established on
Appadene road, approximately 10 kilometers south west
of the Manjimup townsite. The Project will be located on
soil, site and irrigation conditions similar to an existing
truffière, the Hazel Hill Project. Hazel Hill truffière
comprises 21 ha which were planted to hazels and a
minimum amount of oaks that are now 8 years of age. The
trees were planted at the rate of 600 trees per ha and a
similar management strategy will be applied at the proposed
Truffle Projects Ltd Manjimup site. Recent inspection of the
Hazel Hill site indicates that the hazel and oak trees are
healthy and the corresponding Tuber melanosporum
mycorrhiza are present and actively growing.
S O I L A N D C L I M A T E
The proposed site is gently undulating and over 60% of the
property has been cleared. It has been regularly grazed by
cattle and has good pasture development. The property was
cleared from native forests 60 years earlier.
In contrast to truffle producing areas in Europe, where high
pH soils are common on limestone soils, soils in Manjimup
area tend to have relatively low pHs. The current pH of the
proposed site is approximately 6.0 and it will be necessary to
24
add approximately 100 tons of lime per hectare to increase
the soil pH to 7.5 to 7.9 for the successful production of
truffles and to reduce the chance of invasion of other
ectomycorrhizal fungi. Frequent monitoring and potential
reapplication of 5-10 tons of lime or hydrated lime per
hectare may be necessary over the course of the
establishment period. Dolomitic lime (calcium magnesium
carbonate) should be used in combination with calcium-only
sources of lime to maintain magnesium levels on cation
exchange sites and prevent magnesium deficiencies. The high
pH in these soils can have a major influence on the reducing
of availability or iron, zinc, manganese, and boron. Like the
Hazel Hill site, great care has to be taken in creating and
maintaining a suitable pH for a truffière while maintaining
the nutrition of the hazel and oak trees. A pH meter can be
used to test soil pH, but many of the other tests can be
carried out only by a well equipped laboratory. Foliar and
soil testing will be necessary bi-annually to monitor the
nutrition of the truffière. A successful testing program is in
place at the Hazel Hill site and should be utilized for the
Truffle Projects Pty Ltd truffière.
The property receives approximately 1100 mm of annual
rainfall occurring predominately in the winter months. The
mean winter temperatures are 10°C and the mean summer
temperatures are 28°C. The surface soil is a loam with
moderate levels of organic matter, well drained and has loose
structure ideally suited for black truffles. The subsurface is a
denser clay loam about .5 meters beneath the surface layer.
The Truffle Projects Pty Ltd site climatic conditions
approximate areas in France, Italy and Spain that produce
black truffle with a combination of cool winters and warm
summers without the extremes of temperatures.
I R R I G A T I O N W A T E R
S U P P L I E S
Water from a dam with a minimum water license of 150
mega litres will secure water for the project. Monitoring of
the sodium content of the water will be implemented
annually to ensure that water is of sufficient quality not to
hamper development of the black truffle fungus.
 P L A N T I N G M A T E R I A L S A N D
I N F E C T I O N P R O C E D U R E S
Treetec Consulting Pty Ltd has been successfully producing
inoculated seedlings of oak and hazel for nearly a decade.
The seedlings produced to date have been well infected with
the black truffle fungus at planting. Treetec Consulting Pty
Ltd has now established a quality control program that
includes ongoing routine molecular genetic testing of
individual truffles used as inoculum in Western Australia.
Furthermore, the Truffle Projects Pty Ltd will use only
Australian grown and genetically tested black truffles as
inoculum, or whole, (not powdered) imported truffles (that
have been DNA tested) to prevent the possibility of
accidental introduction of propagules of undesirable
organisms and non commercial truffles.
will be applied as both compound fertiliser near the base of
the trees and through the irrigation and liquid fertiliser. A
special fertilizer blend developed at Hazel Hill will be added
to the trees after three years to stimulate the fruiting of the
black truffle fungus.
The strips between the rows will be sown to legumes and
grasses to stabilize the soil and provide evidence of future
brulè development.
Mycorrhizal Application Inc. has reviewed Truffle Projects
Pty Ltd methodologies for the trufferie establishment and
maintenance and concludes that the system used to establish
the black truffle fungus on the roots of hazel and oak in this
Project is appropriate for the achievement of successful
establishment of tree and fungus and subsequent truffle
production.

T R U F F E R I E
M O N I T O R I N G
C O N F I G U R A T I O N

The Project provides for annual inspections by an expert

The trees, both hazel and oak, will be planted in the winter of
who reports to the Responsible Entity. These inspections will
2006 following site preparation. Row width will vary slightly,
focus on trufferie health, insect & weed control. Roots
but will be 5 metres apart and trees will be spaced 4 metres
samples will be taken to observe the development of the
apart along the rows giving a stocking of 500 trees per hectare.
black truffle fungus. DNA testing will be carried out to
Following tree establishment the trufferie will be irrigated, ensure that the black truffle fungus is persisting and
fertilised and maintained to maximise the growth of the developing on the roots of hazel and oak.
black truffle fungus for future years.

Checks of black truffle fungus growth and mycorrhizal M A N A G E M E N T E X P E R T I S E

development including DNA testing will be undertaken in
Mycorrhizal Applications Inc. and Truffle Projects Pty Ltd
the autumn following planting to ensure that conditions are
executives are professionally qualified and experts in their
conducive for fungal growth. Tree survival will be monitored
field. The Project brings together a mix of long time
and will be in-filled during the following spring.
experience in successful project management.

E S T A B L I S H M E N T A N D The Manager has also acquired the services of experienced

M A N A G E M E N T consultants at Treetec Consulting, worldwide experts, to

provide advice on irrigation, fertilisation and truffle
The trufferie will require regular weed control, consisting of management.
strip spraying and mechanical slashing and post planting
weed control. Treetec Consulting has also experience in the training of
truffle seeking dogs and the harvest of truffles.
Fertiliser requirements are known for oak and hazel trees and
an adequate fertiliser regime has been developed. Fertiliser

25
 T R U F F L E Y I E L D S marketing. These assumptions are consistent with current
industry practices and are considered reasonable.
Harvests for the purpose of the Financial Forecasts are to
Mycorrhizal Application’s Inc. assessment of the project’s
start when the trufferie is 6 years old with peak production
methodology for site selection, truffle establishment and
being reached in year 12.
maintenance and management indicate that potential risks to
Estimated T. melanosporum yield in kg per hectare for returns will be minimised, although returns are sensitive to
years 1-12 actual price, yield and taxation treatment.

80
F E E S
70

60
In my opinion the fees payable to the Responsible Entity are
a sufficient and commercially realistic amount to ensure that
50
the important establishment and maintenance phases are
40
properly performed. The fees are in accordance with
30
reasonable standard industry costs and practices.
20

10
T H R E A T S T O T R U F F L E
0
yr 0-5 yr 6 yr 7 yr 8 yr 9 yr 10 yr 11 yr 12 F A R M I N G I N A U S T R A L I A

In Australia, the most significant potential barrier to

Research and actual harvest data collected by Treetec
Consulting suggests that a Mediterranean environment such
as that at Manjimup will produce truffles, provided good
quality soils and correct truffle management is available.
Mycorrhizal Application Inc. is of the opinion that the above
table of yield estimates is achievable. The yield best estimates
used by Truffle Projects Pty Ltd are conservative and are
made on reasonable grounds.
H A R V E S T A N D M A R K E T I N G
C O S T S
Harvest costs have been estimated on the basis of costs for
similar labour requirements and the costs of training and
maintaining dogs for truffle harvesting. These cost are
representative and are based on reasonable grounds.
F I N A N C I A L A N A L Y S I S
The financial forecasts are based on assumptions for yield,
length of investment, price of truffles, costs for
establishment, maintenance, land licensing, harvesting and
producing Tuber melanosporum is via competition and
eventual replacement with mycorrhizal fungi established on
native Eucalyptus tree species. Research by Treetec
Consulting indicates that the mycorrhizal associates of native
Eucalyptus will not colonize hazel seedlings. Monitoring at
Hazel Hill indicates native Eucalyptus mycorrhizal fungi do
not establish on truffiere trees.
However, mycorrhizal seedlings once planted in the field can
be colonized by other non indigenous fungi. Hebeloma and
Scleroderma do occur in west Australia truffieres and there is
risk for various other Tuber species to occur. The single
greatest threat to the truffle industry in Australia is the
deliberate or accidental introduction of the Chinese black
truffle (Tuber indicum), or other related species, that are
considered in the market as greatly inferior to the Périgord
truffle. Substitution of Chinese black for Périgord truffles
continues to occur in Europe and T. indicum has become
established in European truffières as a result of the
inadvertent use of material as inoculum. The economic
consequences of the establishment of T. indicum in Australia
would be most significant: firstly, in undermining the

26
confidence of the market, where buyers could no longer be
certain of the fidelity of the product, and; secondly, as an
additional ectomycorrhizal competitor of T. melanosporum.
Tuber aestivum, Tuber brumale and Tuber maculatum have
also demonstrated the ability to invade Tuber melanosporum
truffières in Europe. These Tuber species are currently not
present in west Australia so risks are currently low.
To prevent the introduction of non desirable Tuber species,
Australian Truffle projects Ltd will perform routine molecular
genetic testing of individual truffles used as inoculum in
Western Australia. Given that the identity of some imported
material powder truffle inoculum is uncertain, it will not be
used as inoculum. In my opinion, it would be most desirable
if further truffières were established using only Australian
grown and genetically tested black truffles as inoculum, as
whole imported truffles (that have been tested) to prevent the
possibility of accidental introduction of propagules of
undesirable organisms. Any importation of inoculum into
Australia should require DNA confirmation of individual
sporocarps prior to preparation of inoculum. The provision of
seedlings inoculated with a guaranteed source of inoculum is
an appropriate step toward a sustained yield of target Tuber
species and is the greatest advantage to truffiere development
by Australian Truffle projects Ltd.
Because of the extensive planting of pine and other exotic
mycorrhizal tree species it is impossible to totally eliminate
some invasion of mycorrhizal species into the truffière.
However effort must be taken to insure that Tuber
melanosporum mycorrhiza remain dominant and vigorous.
Some presence of other mycorrhizal fungi may not necessarily
reduce production of truffles by mycorrhizal seedlings. For
example recent observations in New Zealand indicate the
Tuber melanosporum trufferie with the greatest truffle
production (>200 kg/hectare) occurred on a site with a
significant amount of other ectomycorrhiza present. Abundant
fruiting of other mycorrhizal fungi may be an indication of
favourable conditions for Tuber melanosporum as well.
Numerous factors influence the suitability of a site for black
truffle production. Discussions with other researchers
indicate day lengths during various times of the year appear
27
to have an effect. In the successful locales, average day
length in the summer is approximately fifteen hours, with
the shortest day in winter being about ten hours. Day
lengths in Manjimup approximate these conditions.
The temperature range for a truffière should be a maximum of
about 30°C in the summer and a minimum of 2°C in the
winter. The fungus will survive occasional temperatures as high
as 40°C and as low as -1°C, but sustained temperatures at
these extremes will be detrimental to good growth of the
fungus. Generally hot summers with some precipitation and
cool wet winters are the preferred climate. In areas of naturally
producing trees in France, the average rainfall is about 1250
mm per year. It is important to note, however, that some of
this rain is typically in the hot summer months. Successful
truffière outside of France, such as Hazel Hill, indicate that
supplemental irrigation can provide satisfactory results. These
requirements are critical and the hazel is in particular need of
adequate moisture due to their shallow root systems. As the
trees grow, the water requirements increase, but at the same
time trees shade the ground to provide protection from
evaporation of moisture from the soil. It is also important that
infected trees not be subjected to long periods of saturated
soils; soils are best loose and well drained. All of these
conditions can be realized by cultural practices as indicated by
successful implementation of such program at Hazel Hill.
The low pH of the Manjimup soils must be elevated to the
mid to high 7 levels to support Tuber melanosporum
development. Soils on the project will need to be artificially
amended to attain this level. There are some advantages to
starting with low pH and elevating to high pH at a
particular site. In the lower pH soil, the change induced by
the addition of lime will tend to stifle the locally occurring
fungi, which are accustomed to the more acidic soil. This
activity selects against other mycorrhizas that may have
occupied the site and creates ideal conditions for the
aggressive establishment of the target mycorrhizal fungus
Tuber melanosporum. It may be necessary to add lime
annually to maintain the essential high pH.
Other threats include mycophagy by animals and, indirectly,
pests and diseases of host plants. Bandicoots (Isoodon
obesulus) have been problematic as truffle thieves in
Tasmania. Vermin proof fencing is would be essential to
limit native animal mycophagy. Also, losses of truffles by
insect damage have occurred in New Zealand and the use of
whole imported truffles as inoculum presents the possibility
of introducing insect pests that feed directly on Tuber spp.,
such as the Truffle flies (Helomiza spp.). In Australia,
collections of native truffles are frequently found to be
infested with larvae of flies and/or beetles, but it remains to
be determined whether fungal utilisation of Australian
insects extends to introduced truffles.
There are also potential threats to the hazel trees themselves,
Among insect pests, big bud mite (Phytoptus avellanae; Acari,
Phytoptidae) may be the most important pest of Corylus
avellana in south-eastern Australia, and is among the most
important of pests of hazel in Europe and North America,
where it causes death of buds and new shoots, but not the
whole plant. Bacterial blight, Xanthomonas campestris pv.
corylina, a serious disease of hazel, was first recorded in
south-eastern Australia in 1980, although it has probably
been present for much longer. For oaks, Oak Mildew, causal
agent Oidium quercinum (Microspharea alphitioides), is
introduced to Australia, but does not appear to overly effect
plant growth. However, more virulent isolates of the fungus,
perhaps in concert with changed environmental conditions,
have caused significant damage and losses of trees in South
Africa and in Europe. and is a major disease of oak seedlings
in Europe. The indigenous Armillaria luteobubalina, that is
an important pathogen in regrowth Eucalyptus forests, has
caused damage to Corylus avellana in Australia and has
potential to cause significant disease where truffle hosts are
planted on land that previously included native vegetation.
In south-eastern and south-western Australia generally, shoot
die-back of Quercus spp. has been observed but the problem
has not been investigated and causal agent/s have not been
identified. In Europe, Phytophthora quercina is believed to be
the principal cause of oak decline and has been isolated from
the roots of Q. robur, Q. petraea, Q.ilex, Q. cerris and Q.
pubescens, that are all preferred hosts for Tuber melanosporum
in truffières. Phytophthora ramorum has is a pathogen of
Rhododendron and Virburnum in Europe, whereas in the
28
western United States P. ramorum has caused widespread
mortality in a much wider range of host plant families and
genera, including Quercus spp. Whereas the known host
range of P. ramorum does not include oaks of the section
Quercus, that includes Old World species, the aerial biology
and wide host range of P. ramorum may make it a greater
hazard to truffle hosts than P. quercina, in the event of
introduction to Australia.
C O N C L U S I O N
The Project’s projections on returns are based on
assumptions for truffle yield, price, costs for establishment
and maintenance, transport and processing. These
assumptions are consistent with current industry practices
and are considered reasonable. Mycorrhizal Application Inc.
assessment of the Truffle Projects Pty Ltd methodology for
site selection, plantation establishment and maintenance
and management indicates that the Project will be
economically viable and potential risks to returns will be
minimized, although returns are sensitive to price, yield
and taxation treatment. Truffle Projects Pty Ltd projected
yields are considerably less than the New Zealand recent
experience of 240kg per hectare and the projected
wholesale price
into Europe A$1500/kg is less than the values realized
from New Zealand and Tasmanian truffle sales. The base
figure of $1500 per kg is the minimum guaranteed price
that will be paid by Peberye one of the world’s largest
truffle traders.
Truffle farming is in its early stages in various parts of the
world. Because of the time lag between planting the truffière
and truffle production there is insufficient time to
understand all the possible problems in production. Many
truffières are now producing, including nearby Hazel Hill
and it is likely that in the next decades those who were aware
of the tremendous economic potential will benefit greatly
from their foresight. I believe, black truffle production will
occur under hazel and oak if the correct infection procedure
is carried out and attention is paid to, nutrient, water
management, maintaining correct edaphic parameters
essential for black truffle growth and development and
continual monitoring of possible competitors. New insight
and recent success in triggering truffle fruiting in nearby
Hazel Hill truffiere has created an optimistic outlook for
economic success for Truffle Projects Pty Ltd.
S U M M A R Y
The literature dealing with Perigord black truffle production
suggests that the availability of suitable soils, adequate water
quality and skilled management in the Manjimup
environment is capable of producing good quality truffles
with yields equivalent to those obtained in well managed
29
trufferies in other countries. Certainly those three
conditions are met by the project that is the subject of this
report. Most importantly, increased understanding of
specific cultural practices and successful implementation of
those practices to trigger fruiting at a nearby truffiere has
created an exceptional opportunity for the proposed
project.
Mike Amaranthus B.Sc. MS, Ph.D.
President Mycorrhizal Applications Inc.
PO Box 1181
Grants Pass, Oregon 97528
drmike@mycorrhizae.com
 INDEPENDENT ACCOUNTANT ’S REPORT

Bird Cameron Corporate Pty Ltd

E-mail: andy.gilmour@rsmi.com.au 8 St Georges Terrace Perth WA 6000
Direct line: 9261 9447 GPO Box R1253 Perth WA 6844
AJG:SET T +61 8 9261 9100 F +61 8 9261 9101
www.rsmi.com.au

24 March 2006

The Directors
Truffle Properties Limited
C/- Thomson Fisher & Co
Level 2
677 Murray Street
WEST PERTH WA 6005

Dear Sirs

I N D E P E N D E N T A C C O U N T A N T ’ S R E P O R T

1 Introduction
1.1 This report has been prepared at the request of the directors of Truffle Properties Limited (“Truffle Properties” or
“the Company”) for inclusion in the Oak Valley Truffle Project 2006 PDS / Prospectus in relation to an offer for
1,311,992 ordinary shares in the Company at an issue price of $2.00 per share to be dated on or about 24 March
2006.
1.2 This report has been prepared in accordance with the general disclosure requirements of the Corporations Act
2001 to assist investors to make an informed assessment of the financial position of the Company.
1.3 The future prospects of the Company, other than the preparation of a pro forma consolidated balance sheet,
assuming completion of the proposed transactions, are not addressed in this report. This report also does not
address the rights attaching to the shares to be issued pursuant to this Prospectus, nor the risks associated with
the investment.
1.4 Prospective applicants may participate by applying for Parcels of 3,508 Shares at a cost of $7,016.
1.5 Prospective applicants are obliged to apply for both a Trufferie and 3,508 shares. It is not possible to apply for
either a Trufferie or Shares separately although the shares can be held in a different name to the Trufferie.
1.6 Pursuant to this Prospectus, 374 Parcels of Shares will be offered to investors. There will be no oversubscriptions
offered.

30
2 Scope of Examination
2.1 You have requested RSM Bird Cameron Corporate Pty Ltd to prepare an Independent Accountant’s Report on
the following for the Company:
• audited balance sheet as at 31 December 2005; and
• unaudited proforma balance sheet as at 31 December 2005 assuming completion of the capital raising and the
transactions summarised in note 1(e) to the financial report.
2.2 The financial information has been prepared and presented in accordance with the Australian equivalents to
International Financial Reporting Standards (“A-IFRS”).
2.3 The audit of Truffle Properties for the period ended 31 December 2005 was conducted by RSM Bird Cameron
Partners. The audit report was unqualified.
2.4 Our review has been conducted in accordance with Australian Auditing Standards AUS 902 “Review of Financial
Reports”. We made such enquiries and performed such procedures as we, in our professional judgement,
considered reasonable in the circumstances including:-
• an analytical review of the financial information;
• review of the application of accounting standards and policies;
• examination of financial records; and
• enquiries of management.
2.5 These procedures were substantially less in scope than that would be required in an audit examination conducted
in accordance with Australian Auditing Standards, thus the level of assurance provided is less than that given in
an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

3 Background
3.1 Truffle Properties was incorporated on 14 September 2005 with three $1 shares on issue.
3.2 On 17 December 2005 the Company entered into an Offer and Acceptance to acquire land, being Lots 10 and
11 Appadene Road, Manjimup (“the Land”) for a purchase price of $1,700,000 plus stamp duty of $85,500.
Funding for the Land purchase was provided primarily by a share issue, vendor finance and bank finance.
Settlement took place on 15 March 2006.
3.3 On 19 January 2006 the Company issued an Offer Information Statement for the issue of 1,250,000 ordinary
shares in the Company at an issue price of $1 for each ordinary share. The funds raised from this share issue are
to be used to assist in the acquisition of the land and the repayment of the vendor finance.
3.4 The funds raised from this PDS/ Prospectus share issue are to be used to repay bank borrowings of $706,000 and
to improve the Land through irrigation, road works, drainage and the planting of truffle inoculated Oak and
Hazelnut trees. The improvements have an estimated cost of $1,657,218.

4 Subsequent Events
4.1 Apart from the matters dealt with in this report, having regard to the scope of our work, to the best of our
knowledge and belief, no material transactions or events outside the ordinary business of the Company has come
to our attention that are not otherwise disclosed in this PDS / Prospectus, which require further comment upon
or adjustment to, the information referred to in this report, or which would cause the information in this report
to be misleading.

31
5 Opinion on historical and pro forma financial information
5.1 In our opinion, based on our review, which is not an audit, nothing has come to our attention that causes us to
believe that the financial information set out in the Appendix to this report does not present fairly:
5.1.1 the audited balance sheet of the Company as at 31 December 2005; and
5.1.2 the unaudited proforma balance sheet of the Company as at 31 December 2005 adjusted to include funds
proposed to be raised pursuant to the PDS / Prospectus and the completion of the transactions
summarised in Note 1(e) to the financial report.

6 Declaration
6.1 RSM Bird Cameron Corporate Pty Ltd is a licensed investment adviser under the Corporations Act 2001 and is
beneficially owned by the partners of RSM Bird Cameron, a large national firm of chartered accountants.
6.2 Mr A J Gilmour CA is a director and authorised representative of RSM Bird Cameron Corporate Pty Ltd and a
director of RSM Bird Cameron. He has professional qualifications and experience appropriate to the advice
offered.
6.3 RSM Bird Cameron Corporate Pty Ltd has acted as Independent Accountant for the Company but has not been
involved in the preparation of any other part of this Prospectus. Accordingly, we make no representations as to
the completeness and accuracy of the information in any other part of this Prospectus. RSM Bird Cameron
Corporate Pty Ltd has not made and will not make any recommendation, through the issue of this report, to
potential investors of the Company as to the merits of the investment.
6.4 RSM Bird Cameron Corporate Pty Ltd will receive a fee for the preparation of this report based on actual hours
spent on the assignment at normal professional rates. RSM Bird Cameron Partners are the auditors of the
Company and will receive professional fees in relation to the statutory audit of the Company. With the exception
of the above fees, neither Mr A J Gilmour, RSM Bird Cameron Corporate Pty Ltd nor RSM Bird Cameron
Partners will receive any other benefits, either directly or indirectly, from the preparation of this report and have
no pecuniary or other interest which could be regarded as affecting the ability to provide an unbiased opinion in
relation to the proposed transaction.
6.5 RSM Bird Cameron Corporate Pty Ltd has consented to the inclusion of this report in the Prospectus in the
form and context in which it appears. At the date of this report, this consent has not been withdrawn.

Yours faithfully

ANDREW GILMOUR
Director

32
 BAL ANCE SHEETS

As at 31 December 2005

Notes Audited Unaudited

as at Proforma as at
31 December 31 December
2005 2005
$ $

CURRENT ASSETS
Cash and cash equivalents 2 470 3,027,056
Trade and other receivables 3 15,000
___________ –
___________
TOTAL CURRENT ASSETS 15,470
___________ 3,027,056
___________

NON CURRENT ASSETS

Property, plant and equipment 4 ___________– 1,785,500
___________
TOTAL NON CURRENT ASSETS ___________– 1,785,500
___________
TOTAL ASSETS 15,470
___________ 4,812,556
___________

CURRENT LIABILITIES
Payables 5 15,497 15,497
Interest bearing liabilities 6 ___________– 1,306,000
___________
TOTAL LIABILITIES 15,497
___________ 1,321,497
___________
NET ASSETS (27)
___________ 3,491,059
___________
___________ ___________

EQUITY
Contributed equity 7 3 3,491,089
Accumulated losses (30)
___________ (30)
___________
TOTAL EQUITY (27)
___________ 3,491,059
___________
___________ ___________

The unaudited proforma balance sheet represents the audited balance sheet as at 31 December 2005 adjusted for the
transactions outlined in Note 1(e). The balance sheets should be read in conjunction with the notes to and forming part of the
financial report.

33
 NOTES TO THE FINANCIAL REPORT

For period ended 31 December 2005

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This financial report has been prepared in accordance with A-IFRS and other mandatory reporting requirements, except
some of the disclosure requirements have not been included where the information that would be disclosed is not
considered relevant nor material to potential investors.

The financial report has been prepared on an accruals basis and is based on historical costs and does not take into
account changing money values or, except where stated, current valuations of non current assets. Cost is based on the
fair values of the consideration given in exchange for assets.

Reconciliations of the transition from the previous Australian generally accepted accounting principles (“A-GAAP”) to
A-IFRS are not required to be disclosed in this report due to the registration of the Company on 14 September 2005.

(a) Income Tax

The liability method of tax-effect accounting is adopted whereby the income tax expense is based on the profit
from ordinary activities adjusted for any non-assessable or disallowed items.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred
income tax will be recognised from the initial recognition of an asset or liability, excluding a business
combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or
liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be
credited directly to equity, in which case the deferred tax is adjusted directly against equity.

Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available
against which deductible temporary differences can be utilised.

(b) Impairment of assets

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

Impairment testing is performed annually for intangible assets with indefinite lives.

Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the
recoverable amount of the cash-generating unit to which the asset belongs.

(c) Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid
investments with original maturities of three months or less and bank overdrafts. Bank overdrafts are shown
within short-term borrowings in current liabilities on the balance sheet.

(d) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST
incurred is not recoverable from the Australian Taxation Office. In these circumstances, the GST is recognised as
part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the
balance sheet are shown inclusive of GST.

34
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(e) Pro forma financial statements
The pro forma balance sheet has been included for illustrative purposes only. The pro forma balance sheet has
been prepared by adjusting the audited balance sheet to reflect the financial effect of the following transactions as
if they had occurred at 31 December 2005:

(i) Issue of 1,250,000 fully paid ordinary shares of $1.00 each pursuant to an Offer Information Statement
dated 19 January 2006.

(ii) Costs of $120,500 associated with the issue of the ordinary shares pursuant to an Offer Information
Statement dated 19 January 2006 have been set off against capital raised.

(iii) Acquisition of land at a purchase price of $1,700,000 plus stamp duty of $85,500.

(iv) Funding of land acquisition from cash reserves, refundable deposit, bank borrowings of $706,000 and
vendor finance of $600,000.

(v) Issue of 1,311,992 fully paid ordinary shares of $2.00 each pursuant to this Prospectus raising
$2,623,984.

(vi) Estimated costs of $262,398 associated with this offer have been set off against the capital raised.

Audited Unaudited
As at Proforma As at
31 December 31 December
2005 2005
$ $

2. CASH
Cash at Bank (Note 8) 470
___________ 3,027,056
___________

3. RECEIVABLES
Refundable deposit relative to land acquisition 15,000
___________ ___________–

4. PROPERTY, PLANT AND EQUIPMENT

Land at cost ___________– 1,785,500
___________

5. PAYABLES
Unsecured loan from director 15,497
___________ 15,497
___________

The unsecured loan from a director is

interest free and repayable on demand.

35
 Audited Unaudited
As at Proforma As at
31 December 31 December
2005 2005
$ $

6. INTEREST BEARING LIABILITIES (CURRENT)

Secured
(a) Bank loan – 706,000
(b) Vendor loan ___________– 600,000
___________
___________– 1,306,000
___________

(a) The bank loan is secured by a registered first mortgage over the land at Lots 10 and 11 Appadene Road,
Manjimup. The loan is an interest only loan repayable in full by 31 July 2006. Interest is fixed at a rate of 7.67%
per annum.

(b) The vendor loan is secured by a registered second mortgage over the land at Lots 10 and 11 Appadene Road,
Manjimup. The loan is an interest only loan repayable in full by 31 August 2006. The loan balance will be
reduced as and when funds are received by the Company under the Offer Information Statement dated 19
January 2006. Interest is fixed at a rate of 6% per annum on a daily reducing basis.

7. ISSUED CAPITAL
Number
___________3 As at 31 December 2005 ___________3 ___________3
1,250,000 Fully paid ordinary shares of $1.00 each
issued pursuant to an Offer Information
Statement dated 19 January 2006 – 1,250,000
– Costs associated with 19 January 2006 Offer
Information Statement share issue – (120,500)
1,311,992 Fully paid ordinary shares of $2.00 each issued
pursuant to this Prospectus – 2,623,984
___________– Costs associated with: this share issue –
___________ (262,398)
___________
2,561,995
___________ ___________3 3,491,089
___________

36
 Independent Unaudited
Review Proforma
Consolidated Consolidated
as at as at
31 December 31 December
2005 2005
$ $

8. RECONCILIATION OF CASH
Note
Cash balance at 31 December 2005 2 470
Funds raised pursuant to Offer Information Statement 1(e)(i) 1,250,000
Costs associated with Offer Information Statement capital
Raising 1(e)(ii) (120,500)
Acquisition of land 1(e)(iv) (464,500)
Funds raised pursuant to this Prospectus 1(e)(v) 2,623,984
Capital raising costs pursuant to this Prospectus 1(e)(vi) (262,398)
___________
Proforma cash position 3,027,056
___________

9. RELATED PARTY INFORMATION

(a) Names of Directors

The names of directors of Truffle Properties as set out in the Corporate Directory of the Prospectus are:
Geoffrey Thomas Barrett
Walter John Edwards
Nicholas Malajcznk

(b) Directors holdings of shares, director’s remuneration and other directors’ interests are set out in the Additional
Information section of this Prospectus

37
 RESPONSIBLE ENTIT Y A N D PROJECT FEES

R E S P O N S I B L E E N T I T Y payable under the Project Operations Agreement, and the

annual Rent, as payable under the Lease. For details of the
Under the Project Operations Agreement, all Management
amounts, refer to table below and page 44.
Fees are paid to the Responsible Entity.
Invoices for Project Fees will be sent directly to Growers by
The Responsible Entity will also receive fees for inspections,
Truffle Properties Limited and the Responsible Entity.
the copying of documents and the assignments of Growers’
Truffle Properties Limited will present a pro forma of the tax
interests as provided in the Rules and $1,000 or less
invoices for checking by the Responsible Entity before they
remaining on termination.
are sent. Each tax invoice will show GST separately.
The Responsible Entity will be indemnified from the
A Grower’s failure to pay the annual Project Fees may result
Grower’s Receipts, from and against the Prescribed
in termination of the Grower’s Project Operations Agreement
Proportion of any expense or liability that may be incurred
and the Lease.
by the Responsible Entity in legal proceedings in respect of
the Project, except to the extent that any such expense or Years 4-20
liability is attributable to any breach by the Responsible
Management Fees for Years 4-20 inclusive will increase
Entity of its duties under Section 601FC or elsewhere in the
annually by either 3% or the Consumer Price Index,
Corporations Act.
whichever is the greater and are payable in arrears on or
If the Project is taxed pursuant to the Tax Act, the before 1 June in each relevant year.
Responsible Entity will be indemnified from the Prescribed
Proportion of that liability out of the 2006 Grower’s
O T H E R F E E S
Receipts.
Each Grower must pay the Prescribed Proportion of the costs
The Responsible Entity is required to pay for any additional
of any meeting that may be called.
fees in relation to the Project, including auditor’s fees,
registration and filing fees and the costs of preparing Each Grower who wishes to copy any document of the
financial reports. Responsible Entity must pay the fee for the time being
prescribed under Schedule 4 of the Corporations Act.

A N N U A L P R O J E C T F E E S Each Grower must pay a handling fee of $100 (plus GST)

for any deed of assignment of their interest. The Responsible
The Grower must pay annual Project Fees. These annual
Entity reserves the right to index this fee.
Project Fees comprise the annual Management Fee, as

Annual Management Fees Per Trufferie Allotted On Or Before 30 June 2006

Years Initial Period 1 2 3 4-20

Management Fee $8,800 $6,600 $4,180 $2,640 See above

(including GST)

Due & Payable On or before On or before On or before On or before See above

30 June 2006 1 June 2007 1 June 2008 1 June 2009

38
 RESPONSIBLE
The Responsible Entity for the Project is Watershed
Premium Wines Ltd. It has the primary responsibility to
operate the management investment scheme and to perform
functions conferred on it by the Corporations Act, the
Constitution and the Compliance Plan. The Responsible
Entity holds an Australian Financial Services Licence.
The Responsible Entity acts in four capacities:
(a) as the party issuing Trufferies under this PDS;
(b) as the Grower’s agent for various purposes in relation to
the Project;
(c) as the head contractor for all services provided to the
Grower pursuant to the Project Operations Agreement;
and
(d) as the bare trustee of Application Money, Project Fees,
Receipts and other money.
In all of its capacities, the Responsible Entity has a statutory
obligation under the Corporations Act to act honestly,
39
ENTIT Y
exercise the degree of care and diligence that a reasonable
person would exercise if they were in the Responsible
Entity’s position and act in the best interests of Growers.
Principally, the Responsible Entity must ensure that the
money of the Grower is applied in accordance with the
Constitution and the Agreements. The Responsible Entity is
a party to the Agreements with the right to enforce the
Agreements on behalf of Growers.
Note that the offer of Trufferies in the Project and the offer
of Land Shares are two separate and distinct offers. The
Responsible Entity will only be representing the interests of
Growers in relation to the offer of Trufferies in the Project
and is not and will not be directly or indirectly involved in
the offer of Land Shares under this PDS/Prospectus. Those
parts of this PDS/Prospectus dealing with Land Shares
involve matters between investors and Truffle Properties
Limited.
 COMPLIANCE
The Responsible Entity has prepared a Compliance Plan for
the scheme as required by the Corporations Act to ensure that
it meets its obligations as a Responsible Entity and that the
rights of Growers are protected. The plan identifies the
various obligations under the Corporations Act, the
Constitution, the Lease and the Project Operations
Agreement, Marketing and Management Agreement that effect
the Responsible Entity, identifies risks of non-compliance and
establishes measures designed to address these risks.
In particular, the Compliance Plan:
• includes measures to ensure the Responsible Entity and
its officers and employees comply with their respective
obligations under sections 601FC to 601FE of the
Corporations Act;
• regulates the Compliance Committee’s duties and
functions, its members and its meetings and activities;
• ensures the Responsible Entity keeps adequate records
and complies with the financial reporting requirements
of the Corporations Act, and appoints the Auditors;
• addresses related party issues and sets out the Disputes
Resolution and Complaints Handling Procedures (see
page 41);
• identifies the Project Property, ensures it is held
separately from the property of the Responsible Entity
and any other scheme; and
• establishes procedures in relation to this PDS/Prospectus,
moneys received under the Constitution, the conduct of
business issues, external service providers, the
appointment of agents to market Trufferies, insurance
and the relationship with the Responsible Entity and the
Land Owner.
C O M P L I A N C E C O M M I T T E E
The Responsible Entity has a Compliance Committee. The
responsibilities of the Compliance Committee are to monitor
to what extent the responsible entity complies with the
Compliance Plan and to report any breaches to the directors
of the responsible entity or in certain cases to ASIC. The
Compliance Committee consists of Brian Millmore, Anne
Yvonne Thoume and Bruce Bentley.
40
PL AN
Brian Millmore, B Ec ASIA PNA
Brian Millmore is a compliance professional specialising in
the banking, funds management and financial planning
industries. He has substantial experience in dealing with
regulatory compliance issues, implementing and managing
compliance plans and systems and the development and
management of managed funds in both superannuation and
unit trusts.
Brian is a graduate in Economics and holds a Graduate
Diploma in Applied Finance and Investment and diplomas
in accounting and company secretarial practice
Anne Thoume, B.Tec, MBA
Anne Thoume has extensive experience in the commerce,
banking and the trustee industries. Beginning as a trust
officer, and moving into management of Unit Trusts, she has
acted as both Plantation Manager – Trust and Corporate and
Company Secretary of a major international bank. She has
also worked as a senior executive with Perpetual Trustees
Australia Limited and as general Plantation Manager of a
Singaporean Trust company.
As a former director of Professional Funds Management Pty
Ltd Anne was responsible for the day to day operations and
administration of that company’s trustee and corporate
service division.
Compliance Officer – Bruce Bentley
Bruce Bentley is the Compliance Officer for Watershed
Premium Wines Ltd and is responsible for the day-to-day
maintenance of the compliance requirements in accordance
with the Compliance Plan, the Policy and Procedures
Manual of Watershed Premium Wines Ltd, and the
Corporations Act.
 DISPUTES RESOLUTION AND COMPL AINTS
HANDLING PROCEDURE
The Responsible Entity has appointed Bruce Bentley as its
Complaints Officer. The Complaints Officer will be instructed
to receive and deal with any expression of dissatisfaction with
the service offered or provided by the Responsible Entity
whether internal or external, by a Grower or otherwise (a
“Complaint”) as follows:
• the Complaints Officer or other person who received the
Complaint acknowledges the Complaint to the
Complainant within 7 days of its receipt;
• the Complaints Officer notes the details of the person
making the Complaint (the “Complainant”), including
contact details, and the specifics of the Complaint and files
that information in a Complaints File;
• the Complaints Officer explains the Complaint handling
procedures to the Complainant;
• the Complaints Officer enters details of the resolution into
the Complaints File;
• and where appropriate, the Complaints Officer
communicates with the Complainant to ensure that the
Complainant remains satisfied;
• if the Complaint requires investigation or for some other
reason is unable to be so resolved by the Complaints Officer
immediately or expeditiously;
• within 7 days of receipt of any Complaint, the Complaints
Officer is to provide written confirmation to the
Complainant that the Complaint is being investigated in
detail; invite the Complainant to provide any further
documentation, information or other materials or details
the Complainant may have regarding the Complaint;
inform the Complainant that the Complainant will receive
a response to its Complaint within 28 days of the date of
the Complaint;
• within 21 days of receipt of any Complaint, the Complaints
Officer is to conduct a thorough investigation of the
Complaint, to properly consider the Complaint and to
prepare a report detailing the nature of the Complaint; the
services or business practices about which the Complaint is
made; the basis for the Complaint; the results of the
investigation; and a recommendation for action and deliver
that report to the Managing Director of the Responsible
Entity;
• within 28 days of the Complaint being made, the Managing
41
Director of the Responsible Entity is to review the report
provided by the Complaints Officer and decide as to an
appropriate course of action. Once the Managing Director
has reached a decision in relation to the Complaint that
decision is to be provided to the Complainant together with
the reasons for the decision within 28 days of the Complaint
initially being lodged and a copy thereof is to be added to
information regarding the Complaint on the Complaints
file. At the same time of advising the Complainant of the
outcome of the Complaint the Responsible Entity will also
advise the Complainant that they may complain to Financial
Industry Complaints Service Limited should the
Complainant be unhappy with the outcome of the
Responsible Entity’s complaint handling procedure;
• in the event that the Complainant continues to be
unsatisfied, the Complaints Officer is within 14 days, to
prepare a report for the board of the Responsible Entity and
make arrangements for a meeting of the Board of the
Responsible Entity to be called within a further 21 days to
consider the Complaint and to regularly keep the
Complainant informed of all developments in relation to
the resolution of the Complaint;
• in the event that the Complainant continues to be
unsatisfied 7 days after a meeting of the Board of the
Responsible Entity to consider the Complaint, the
Complaints Officer shall provide the Complainant with
information as to appropriate avenues by which the
Complainant can pursue the Complaint including to invite
the Complainant to arbitrate or to have the Complaint
resolved by Financial Industry Complaints Service Limited;
• if the Complainant remains dissatisfied the Complainant
has the right to complain to the Financial Industry
Complaints Service Limited which is overseen by an
independent Council;
• each Complaint is handled in confidence and without
affecting any legal rights of the Complainant should they
remain dissatisfied. ASIC also has a Freecall Infoline 1300
300 630 which the Complainant may use to make a
complaint and obtain information. Any issues arising from
complaints that have material ramifications for other
Growers shall be reported by the Complaints Officer to the
Responsible Entity and the Compliance Committee.
 MATERIAL CONTRACT
P R I N C I P A L C O N T R A C T S
Upon your application to become a Grower being accepted
by the Responsible Entity by you being allotted one or more
Trufferies, you will contemporaneously acquire your
Grower’s Interest and become a party to the following
contracts:
1. The Constitution;
2. The Lease under which you are leased one or more
Trufferies; and
3. The Project Operations Agreement for Growers under
which you engage the Responsible Entity as an
independent contractor to carry out Truffle Farming on
your Trufferies, planting, cultivating and maintaining
innoculated oak and hazelnut trees, Harvesting Truffles,
marketing and sale of the Truffles.
You will also be automatically bound to the Rules.
Summaries of these contracts and the Rules now follow.
Relevant definitions appear in the Glossary on pages 49 to
51.
Copies of these agreements are available free of charge from
the registered office of Watershed Premium Wines Ltd. If
necessary, prospective applicants should seek independent
professional advice on these agreements.
1 . C O N S T I T U T I O N
The Constitution in relation to the Project offered by this
PDS/Prospectus is the Constitution for Oak Valley Truffle
Project between the Responsible Entity and each several
Grower.
Under the Constitution, you appoint the Responsible Entity
as your sole and exclusive agent for the Project. As your
agent, the Responsible Entity may solely and exclusively do
things in relation to the Project.
On your behalf, the Responsible Entity, as agent for the
Growers may:
• receive and hold the Application Money, Project Fees and
Receipts in the Trust Account (which may be interest
42
DETAILS
bearing), invest that money (and any interest or
accretions on the Receipts) in any Authorised Investment
(pooled with Authorised Investments made on behalf of
other Growers), use the Application Money and Project
Fees in discharging the Grower’s obligations under the
Agreements and Constitution, and deal with the Receipts
in accordance with the Constitution;
• in relation to the Lease and the Project Operations
Agreement, confirm the Grower as a party, enter
into contracts varying or replacing either to better
achieve the purposes of this PDS/Prospectus, monitor
the performance of Truffle Properties Limited’s
obligations and exercise all rights and powers of the
Grower;
• appoint the Auditors to audit and monitor the records of
the Responsible Entity and pay for any audit from
money in the Trust Account, with each Grower to pay
for the cost and expenses in the Prescribed Proportion
thereof;
• upon termination of the Project, or the passing of a
resolution of Growers supporting the proposed sale or
assignment, sell or assign all right, title and interest of
the Grower in the Project and all remaining interest of
the Grower under the Agreements for money, shares or
other consideration and pay for any such sale and receive
sale proceeds;
• indemnify the Responsible Entity in regard to legal
proceedings and tax liability, commence legal or
arbitration proceedings, receive, collect, pay, settle and
compromise any payments, debts, obligations, judgments
or settlements in relation to the Project, lodge and
withdraw a “subject to claim” caveat against the
certificate of title to the land the subject of the
Trufferies; make elections and complete any GST form;
register the Lease with the Department of Land
Administration and execute any deed, agreement,
certificate or other document and do all other things
necessary or desirable under these powers granted to the
Responsible Entity.
The Responsible Entity may delegate any of its functions
under the Constitution.
Grower’s Relationships it shall not be responsible for any loss, costs, damages or
The Grower does not have any relationship or contract with inconvenience resulting from the exercise or non-exercise of
any other Growers in the Project and all Growers are powers, authorities and discretions under the Constitution,
independent. The Grower cannot enforce any rights or and except by a special resolution of Growers, or as
claims of or against any other Grower. The Grower’s permitted under the complaints handling procedures of the
relationship with the Responsible Entity and any other Compliance Plan, no Grower shall interfere with or question
Grower is not a partnership, joint venture or association and the exercise or non-exercise of the Responsible Entity’s
the Grower is not an agent or legal representative of, and powers, authorities or discretions.
does not have authority or power to act for, the Responsible
The remaining terms of the Constitution deal with matters
Entity or any other Grower.
such as
Indemnities
• Trust Account
The Responsible Entity may be indemnified from and
• Payment of Project Fees
against any expense or liability incurred by the Responsible
• Dealing With Receipts
Entity in legal proceedings relating to the Project, except to
• Other Obligations of the Responsible Entity
the extent that the expense or liability is attributable to a
• Termination of Project
breach of the duties under Section 601FC or elsewhere in the
Corporations Act. If the Project or the Trust Account is taxed
under the Tax Act, the Responsible Entity may be indemnified 2 . R U L E S
out of Receipts.
Acceptance of Applications
The Responsible Entity shall not incur any liability to Growers
Within 2 months after the acceptance of any Application
for doing or failing to do any act or thing it is required to do,
under this PDS/Prospectus, and, when next accounting to a
or is frustrated or prevented from doing, by any law, for acting
Grower after any change in the holding of the Grower in the
on a direction of Growers, or for the failure of any Grower to
Register, the Responsible Entity shall issue to the relevant
obtain a tax deduction. The Responsible Entity may act and
Grower a Trufferie statement.
rely upon advice obtained from any Expert but shall not be
liable for anything done in good faith in reliance upon that
advice and shall be indemnified from Receipts and the Trust Assignment or Transmissions of Trufferies

Account to the extent of any such liability except to the extent No assignment or transmission of any Trufferies may be

attributable to its own neglect or default. The Responsible registered unless an instrument of transmission or a deed of
Entity shall not be responsible for any misconduct, mistake, assignment in the form set out in the Rules, duly stamped,
error of judgment or want of prudence by any Expert. has been delivered to the Responsible Entity.

The Responsible Entity shall not be liable for anything done

or suffered by other parties, except to the extent that any
loss that is attributable to the Responsible Entity’s own act,
neglect or default. It shall not incur any liability for any
action taken in reliance upon any document reasonably
believed by it to be genuine, authorised and (if applicable)
signed by the persons properly responsible therefor.
Provided the Responsible Entity has not breached its duties
under Section 601FC or elsewhere in the Corporations Act,
Quorum
No business shall be transacted at any meeting unless a
quorum is present at all times. The quorum necessary for a
meeting of All Growers at which an ordinary resolution is to
be proposed shall be two Growers and for a meeting at
which a special resolution is to be proposed shall be persons
holding or representing by proxy more than 5% of the
number of Trufferies issued to the Growers for whom the
meeting has been called.

43
3 . L E A S E ( A N D S U B - L E A S E )
The Lease is entered into between Truffle Properties Limited,
the Responsible Entity and each Grower (as Lessee).
Lease Term
The Lease (and Sub-Lease) is for a Lease Term of slightly
more than 20 years commencing on the date of the
Allotment of the Trufferie to you under this PDS/Prospectus
and expires on 30 June 2026.
Rent Payable
For Growers allotted on or before 31 May 2006 Rent is
$633.60 (including GST) per annum per Trufferie; the first
payment of which is payable on or before 31 May 2006 and
the remaining payments are payable in arrears on 1 June in
each year in a single instalment, Indexed annually from 1
June 2007.
Truffle Properties Limited shall be entitled to interest on
outstanding Rent as simple interest at the Bank Bill Rate
plus seven basis points.
Ownership of Land Improvements
The Grower acknowledges that improvements to be
constructed on the Land, including the Irrigation, are the
property of Truffle Properties Limited.
Grower’s Covenants
The Grower covenants that throughout the Term, the
Grower shall with respect to the Trufferies:
• Pay Rent to Truffle Properties Limited (as Project Fees
under the Constitution).
• Keep accurate records of Rent payments.
• Prepare and cultivate the oak and hazelnut trees.
• Prevent or combat land degradation.
• Tend to the oak and hazelnut trees according to
principles of good siviculture.
• Maintain fences on the Land.
• Keep the Trufferies in good and substantial repair and
condition and repair all damage to roads and fences
resulting from the performance of the Grower’s
obligations under the Lease.
44
• Do things reasonably required to eradicate rodents,
vermin, noxious weeds, rabbits, kangaroos and pests and
procure pest exterminators for that purpose.
• Comply with the Bush Fires Act, 1954, and take all
proper measures to ensure that any fires which may
occur or threaten the Vines are properly controlled and
supervised.
• Not lodge or register any absolute caveat against the
certificate of title to the land the subject of the
Trufferies
• Within 60 days of the expiration of the Lease Term,
remove from the Trufferies all Truffles, vegetation other
than Vines, plant, equipment and other items brought
onto the Trufferies by or on behalf of the Grower and
leave all roads, paths, oak and hazelnut trees, Irrigation
and fencing. Truffle Properties Limited is legally entitled
to any Truffles not Harvested, any plant, equipment and
items not removed and any produce which grows after
determination of the Lease.
• The Grower shall not use or permit any other persons to
use the Trufferies or any part thereof for any purpose
other than cultivation and Harvesting of Truffles.
Truffle Properties Limited Covenants
Truffle Properties Limited shall let the Grower hold and
enjoy the Trufferies without interruption, shall provide its
consent to the registration of the Lease or the Umbrella
Lease or other instrument on the Land’s certificate of titles,
shall duly pay all taxes, rates and other charges in respect of
the Land and all costs of preparation of the Lease, and shall
provide the Grower or the Responsible Entity, at its own
expense, plans and details necessary to identify the
Trufferies. Truffle Properties Limited will also ensure that
there is sufficient water available to the Grower for the
cultivation of the truffle innoculated oak and hazelnut trees
during the Term.
Reduction in Viability of Trufferies
If there is damage to the Trufferies, or if the Grower, Truffle
Properties Limited and the Responsible Entity agree it is no
longer commercially viable to carry out Truffle Farming on
any of the Trufferies, the Parties may assess and determine
the extent of the damage or reduction and may either
terminate the obligations created by the Lease or reduce the
Trufferies by the area damaged or no longer viable and
correspondingly reduce the Rent payable in proportion to
the said reduction in the Trufferies.
Termination
Truffle Properties Limited shall be entitled to terminate the
Lease if the Grower is declared bankrupt, goes into
liquidation or has a receiver appointed, or the Grower fails
to perform any covenants or conditions in the Lease or
Project Operations Agreement and the default continues, in
the case of an obligation to pay money, for 14 days, or in
any other case, for three calendar months after receipt by the
Grower of written notice from Truffle Properties Limited
specifying the default and requiring it to be rectified. The
Grower shall be entitled to terminate its obligations under
the Lease if Truffle Properties Limited is in default of any
obligation under the Lease and the default continues for a 3
calendar months after receipt by Truffle Properties Limited
of written notice from the Grower specifying the default and
requesting that it be remedied.
If the rights of the Grower are terminated as a result of
default by the Grower the Grower shall not be entitled to
any compensation in respect of money contributed or
Receipts in respect of the Truffles grown on the Trufferies
pursuant to the Lease.
Prohibited Activities
The Grower shall only use the Trufferies for the planting,
cultivation and maintenance of truffle innoculated oak and
hazelnut trees and the Harvesting of Truffles and shall not do
or permit any nuisance or cause any damage to other Growers,
Truffle Properties Limited or owners of adjoining land.
The Grower shall not erect any buildings or structures, or
use the Trufferies for accommodation, residential,
recreational or illegal purposes, shall not light fires and shall
not store any inflammable, noxious or dangerous chemicals
on the Trufferies or Land in a way which may result in
damage to the Trufferies, the oak and hazelnut trees, any
livestock or other plants and crops or any water reserves.
45
Assignment
The Grower may only assign the Lease in accordance
with the Constitution and the Rules, and otherwise may
not assign, sub-lease or part with possession of the
Trufferies.
4 . P R O J E C T O P E R A T I O N S
A G R E E M E N T F O R G R O W E R S
The Project Operations Agreement is entered into between
the Responsible Entity and each Grower.
Appointment of Responsible Entity
The Grower engages the Responsible Entity, as an
independent contractor, and not as agent, to carry out
Truffle Farming, identify and Harvest the Truffles, marketing
and sale of the Truffles and carry out the duties and
obligations detailed in the Project Operations Agreement
during the Term.
The Responsible Entity may delegate any of its obligations
created under this Project Operations Agreement to any
other entity but still remains liable for all its obligations.
Term
The Term of the Project Operations Agreement is from the
date of allotment until all Truffles has been sold, Receipts
have been paid to the Grower, and all the necessary accounts
and reports have been given.
Responsible Entity’s Fees
The Responsible Entity will be entitled to the Management
Fees for each Trufferie as are set out on page 13. The Grower
is entitled to 100% of the Net Proceeds from the sale of the
Truffles that are attributable to the production of up to the
equivalent of 70 kilograms per hectare.
The Responsible Entity and the Grower are entitled in the
proportion of 50% to the Responsible Entity and 50% to the
Grower of the Net Proceeds from the sale of the Truffles that
are attributable to the production in excess of 70 kilograms
per hectare.
If the Grower fails to pay the Responsible Entity’s fees by the
date payable under the Project Operations Agreement, the
Responsible Entity may terminate the Project Operations
Agreement and the Grower must pay interest on the
outstanding amount at the Bank Bill Rate simple interest
plus seven basis points until payment is made.
Truffle Farming
The Responsible Entity agrees to carry out or cause to be
carried out the services and duties set out in the Project
Operation Agreement which are usual or necessary for
carrying on Truffle Farming, including the following, in
accordance with sound viticultural and environmental
practices. These include carrying out any relevant duties or
obligations of the Grower under the Lease and also to:
• Continue the cultivation and maintenance of the
Trufferies pursuant to the Project Operations Agreement.
• Keep current with a reputable insurer a public risk
insurance policy in respect of the Land to cover the
liability of the Grower and such other persons nominated
by the Responsible Entity, in which the limit of public
risk shall be not less than $5,000,000, or such other
amount as the Responsible Entity directs, and insurance
on behalf of the Grower for hail, fire, malicious damage,
lightning and explosions for the Initial Period and Year 1.
• Maintain artesian bore, pumps and irrigation supplies to
ensure the water supply is adequate at all times for
Truffle Farming.
The Responsible Entity and its agents and contractors shall
be allowed full and free access to the Trufferies to fulfill the
Responsible Entity’s obligations in relation to Truffle
Farming. The Responsible Entity shall not use the Trufferies
for any activities prohibited under the Lease (as set out
above), shall comply with all Regulations, Notices, Orders or
By-Laws applying to the Trufferies, and shall at all times give
the proprietors of any Trufferie adjoining the Trufferies
unimpeded use of any existing access roads, pathways or fire-
breaks on the Trufferie. The Responsible Entity shall within
60 days of the expiration of the Term, remove all plant,
equipment and other items brought onto the Trufferies by or
on behalf of the Responsible Entity.
46
Growers’ Rights
The Grower has the right to inspect any document or
information relevant to Truffle Farming (subject to
confidentiality requirements). The Responsible Entity will
give due consideration to any opinions received in writing
from the Grower, but is not obliged to follow such opinions.
Reports
The Responsible Entity shall provide reports to the Grower
by 31 July of each year summarising details of all Truffles
harvested in the preceding season for the Project and all
Truffles held by the Project as at 30 June in the preceding
financial year.
Termination
The Project Operations Agreement will terminate if the
Responsible Entity or the Grower is declared bankrupt or
goes into liquidation, if the Lease is terminated, if the
Grower fails to pay any amount for longer than 14 days from
notification from the other party of that failure, or if the
Grower or Responsible Entity fails to carry out any
substantial duty under the Project Operations Agreement or
the Lease within 3 months of notification from the other
party of that failure.
Other terms covered in this Agreement deal with
• Planting, cultivation and maintenance of truffle
innoculated oak and hazelnut trees
• Harvest
• Truffle Production, Marketing and Sale
• Costs
O T H E R M A T E R I A L
C O N T R A C T S
1. Standing Offer by Truffle Properties Limited and the
Responsible Entity to enter into the Lease with every person
who becomes a Grower under this PDS/Prospectus.
2. Consultancy Agreement
Agreement between the Responsible Entity and Treetec
Consulting Pty Ltd, dated 23 March 2006, pursuant to which
Treetec Consulting Pty Ltd agrees to provide the exclusive
services of Dr Nicholas Malajczuk as the Truffle Consultant to
the Responsible Entity and to provide technical support to the
Responsible Entity for a term of ten (10) years.
The remuneration payable under this Consultancy
Agreement has been excised from inspection of copies of the
agreements on the ground of confidentiality pursuant to
ASIC Policy Statement 79; on the ground that disclosure
would result in unreasonable prejudice to the Project.
3. Umbrella Lease
Lease from Truffle Properties Limited to the Responsible
Entity which is to be registered on the title to the Land.
4. Terms Agreement
Parties
The Responsible Entity and each Terms Grower and who has
selected and been approved by the Responsible Entity of one
of the terms payment options on the Terms Application Form.
Principal and Interest Payments
In consideration of Terms Grower applying for the number
of Grower’s Trufferies applied for, the Responsible Entity (on
its behalf and on behalf of the Owner) agrees that the
Management Fees and Rent for the Initial Period may be
paid not as provided in the Project Operations Agreement
and in the Lease but as provided under this Clause. The
Terms Grower agrees to pay to the Responsible Entity and
the Responsible Entity (on its own behalf and on behalf of
the Owner) agrees to accept the Principal, interest at 11.5%
per annum and all other monies owed under the Project
Operation Agreement and the Lease for the Initial Period in
monthly instalments as detailed in the terms payment option
selected by the Terms Grower.
The first monthly instalment is payable as detailed in the
Growers schedule of terms payments. Payments are to be
made by direct debit. The Responsible Entity may charge the
Terms Grower additional interest on overdue amounts at a
rate of 3% per annum calculated on a daily basis from the
due date until payment is received.
47
Early Repayment of Terms Agreement
If a Terms Grower repays the balance of the Principal, and any
other additional costs early, the Terms Grower also agrees to
pay, whichever is the greater of three months interest charges
or the break costs of the fixed rate funding facility.
Security
The Terms Grower charges in favour of the Responsible
Entity all the Terms Growers rights, title and interest in its
Trufferie(s) and in the Project Operations Agreement and
Lease as security for payment of amounts due under the
Terms Agreement and performance of duties under the
Project Operations Agreement and Lease. No other charge or
security interest may be created by the Terms Grower over
the Trufferies. At the Responsible Entity’s request, a
corporate Grower must register the security and pay the costs
of, and incidental to, stamping and registration.
Terms Grower’s Warranties
The Terms Grower warrants that, amongst other things, it has
the power and authority to enter into the Terms Agreement
and information provided to support its application for
payment terms is complete, correct and not misleading.
Default
The Terms Grower will be in default of the Terms Agreement
if:
(a) it does not pay amounts due under the Terms Agreement
when due;
(b) it fails to comply with the Terms Agreement, Project
Operations Agreement or Lease;
(c) the Terms Grower fails to pay for the Land Shares within
60 days of Allotment or in the event that the Terms
Grower is not the entity that has applied for the Land
Shares, that entity has failed to pay for the Land Shares
within 60 days of Allotment to the Terms Grower;
(d) it becomes bankrupt, enters liquidation, has a receiver
appointed to its undertaking or enters into a repayment
or compromise arrangement with any of its creditors;
(e) the security granted to the Responsible Entity becomes
enforceable; or
(f ) any Terms Grower warranty is or becomes false or
misleading.
Where the Terms Grower is in default the Responsible Entity
may in writing terminate the Terms Agreement whereupon:
(a) the balance payable under the Terms Agreement together
with accrued costs becomes immediately due and
payable; and
(b) the Responsible Entity may:
(i) take legal action;
(ii) take possession of the secured property whereupon
the Terms Grower ceases to be a Grower in the
Project;
(iii) the Terms Grower is entitled to pay for all the
Responsible Entity’s legal costs and expenses on an
indemnity basis for taking any legal action against
the Terms Grower; and
(iv) do anything an owner of the secured property is
entitled to do.
The Terms Grower irrevocably appoints the Responsible
Entity to be its attorney to sign any documents and do any
acts necessary to give effect to enforcement of the security
48
and to do anything the Terms Grower can do under the
Terms Agreement, Lease or Project Operations Agreement.
Costs and Charges
The Terms Grower is required to pay stamp duty, bank
charges and other statutory financial duties or imposts
imposed on the Terms Agreement.
Assignment
The Responsible Entity may transfer or assign its rights and
obligations under the Terms Agreement.The Terms Grower
may not transfer or assign its rights or obligations under the
Terms Agreement.
Place and Jurisdiction of Law
The Terms Agreement shall be construed and take effect in
accordance with and the rights and obligations of the parties
and shall be governed by the laws of the State of Western
Australia. Each of the parties submits to the jurisdiction of
the courts of the State of Western Australia and it may be
pleaded to bar any action or suit brought in any court in any
other place in the world.
 GLOSSARY
Agreements means the Lease and the Project Operations
Agreement entered into by the Grower;
AFS Licensee means any person who holds an Australian
Financial Services License;
Allotment means the allocation of the Trufferies to the
Growers under this PDS/Prospectus;
Applicant means any person who has made an Application
for a Trufferie, or Trufferies, and Land Shares;
Application means an application to become a Grower and an
offer to enter into the Lease and the Project Operations
Agreement on the Application for Trufferies, and an
Application for Land Shares, included in this PDS/Prospectus
and as specified in the Instructions for Lodgement;
Application Money is the money payable per Investment
Parcel which is described on page 3;
ASIC means the Australian Securities and Investments
Commission;
Associate has the same meaning as defined in the
Corporations Act;
Auditors means the auditor or firm of auditors for the time
being of the Project and includes any additional or
substituted auditor or firm;
Authorised Investments means:
(a) money;
(b) interest bearing deposits at call or for a term not
exceeding 3 months with or without security with any
bank or cash management fund;
(c) bank accepted and/or bank endorsed bills of exchange
and promissory notes; and
(d) negotiable certificates of deposit issued by or bills of
exchange drawn, accepted or endorsed by any bank;
Bank Bill Rate means the Bank Bill Swap Reference Rate for
90 day bank bills last published in the “Australian Financial
Review”;
Complainant means a person making a Complaint;
49
O F TERMS
Complaint means any expression of dissatisfaction with the
service offered or provided whether internal or external, and
if external, whether by a Grower or otherwise;
Compliance Committee means the Compliance Committee
as required under Section 601JA of the Corporations Act, as
appointed by the Responsible Entity and as established by
Clause 5 of the Compliance Plan;
Compliance Officer means the officer of that name
appointed under the Compliance Plan;
Compliance Plan means the Compliance Plan for the time
being adopted by the board of directors of the Responsible
Entity and lodged and registered with ASIC;
Constitution means the amended Constitution for the Project
so described on pages 42 to 43 of this PDS/Prospectus;
Corporations Act means the Corporations Act 2001;
Gross Proceeds means the sum attributable to the total
proceeds received by the Responsible Entity from the sale of
the Truffles;
Grower means each several person (or in the case of joint
Applicants or successors or permitted assigns, each of those
persons) who becomes a party to the Constitution (as a
Grower) as a result of either:
(a) acceptance by the Responsible Entity of an Application
and an allotment of Trufferies pursuant to the
Application; or
(b) a transmission, assignment or other disposal pursuant to
the Constitution; and who remains registered under the
Constitution as the holder for the time being of any
Trufferies;
Grower’s Prescribed Proportion means the following fraction:
P
T
where:
P is the number of Trufferies registered in the name of the
Grower; and
T is the total number of Trufferies registered in the name
of Growers;
GST means the goods and services tax imposed under A
New Tax System (Goods And Services Tax) Act 1999 and all
other acts, statutes or other laws implementing the GST
including all amendments;
Harvest means the identification by trained dogs of the Truffles
on the Trufferies and the extraction of the Truffles and their
delivery to a loading point either on or adjacent to the Land,
whether conducted as one operation or more than one operation;
Harvest Fee means a sum equal to five per cent (5%) of the
Gross Proceeds and is payable to the Responsible Entity for
making all the arrangements for Harvesting, freighting and
making the Truffles available for sale;
Hazel Hill means the 21 hectare trufferie located on Seven
Day Road Manjimup and which was established in 1997 by
Hazel Hill Pty Ltd, ACN 077 946 073;
Indexed means increased or decreased according to changes
in the consumer price index as set out in detail in the
Constitution and the Project Operations Agreement;
Initial Period means the period from and including the date
of Allotment to 30 June 2006;
Input Tax Credit means an input tax credit that a taxpayer
is entitled to for creditable acquisitions and creditable
importations that are attributable to the tax period;
Investment Parcel means one Trufferie and 3,508 Land Shares;
Irrigation means the irrigation pipes and fittings installed
by the Land Owner and required under the Trufferie
Establishment and Maintenance Plan;
Land means all that land described as Lot 102 on Deposited
Plan 47397 and being the whole of the land comprised in
Certificate of Title Volume 2156 Folio 97, such land
comprising 86.2299 hectares in total area; and all that land
described as Lot 11 on Diagram 92046 and being the whole
of the land comprised in Certificate of Title Volume 2616
Folio 415, such land comprising 41.801 hectares in total area;
Land Owner means Truffle Properties Limited
ACN 116 228 114;
50
Land Shares means ordinary shares in Truffle Properties
Limited;
Lease means the agreement between Truffle Properties
Limited, the Responsible Entity and each individual Grower
pursuant to which Truffle Properties Limited leases one or
more Trufferies to the Grower;
Lease Term means the term of the Lease;
Management Fees means the fees payable by the Grower to
the Responsible Entity in accordance with the Project
Operations Agreement;
Manager means Truffle Projects Pty Ltd ACN 116 228 105,
being the party appointed by the Responsible Entity under
the Marketing & Management Agreement to supervise, carry
out, manage and administer the performance of Truffle
Farming, harvest the Truffles, marketing and sale of the
Truffles between the Manager and the Responsible Entity;
Marketing & Management Agreement means the agreement
for the supervising, carrying out, managing and
administering of the performance of Truffle Farming,
harvesting of the Truffles, marketing and sale of the Truffles
bewteen the Manager and the Responsible Entity;
Net Proceeds means the sum equal to the Gross Proceeds
less the relevant Harvest Fee;
Oak Valley means the Project, the Responsible Entity and
Truffle Properties Limited;
Offer means the offer of Trufferies and the opportunity to
be a Grower and the offer of Land Shares, by virtue of this
PDS/Prospectus;
Offer Information Statement means the offer dated 19 January
2006 by Truffle Properties Limited to invite investors to take up
1,250,000 ordinary shares at an issue price of $1 each;
PDS/Prospectus means this combined product disclosure
statement and prospectus dated 24 March 2006;
Project means Truffle Farming on the Trufferies, harvesting
Truffles, marketing and sale, and the receipt of the proceeds
from the sale of Truffles for the managed investment scheme
Oak Valley Truffle Project ARSN xxx xxx xxx;
Project Fees means the Application Money, Management Fees,
and interest or expenses payable by the Grower to the
Responsible Entity under the Project Operations Agreement,
and the Rent or other fees, costs, interest or expenses payable by
the Grower to Truffle Properties Limited under the Lease;
Project Operations Agreement means the agreement
entered into by each Grower and the Responsible Entity to
carry out Truffle Farming, harvesting Truffles, marketing and
selling Truffles and carry out the duties and obligations
during the Term;
Project Property means the interest of each Grower in:
(a) the Application Money for Trufferies;
(b) Project Fees;
(c) Receipts;
(d) any other entitlement to money;
(e) the Truffles and any other property which the Grower
acquires directly or indirectly with, or with the proceeds
of, the money described in (a) or (b); and
(f ) income or property derived, directly or indirectly, from
the money or property described in (a), (b), (c), (d) or (e);
Receipts means:
(a) any refunds of Management Fees or other payments made
by the Grower;
(b) the gross proceeds from sale of the Grower’s Truffles;
(c) proceeds from any insurance claims to which the Grower
is entitled;
(d) proceeds of any action, suit or proceeding or settlement
thereof relating to the Project to which the Grower is
entitled;
(e) payments made by a Grower to the Responsible Entity
who elects to sell his or her own Truffles in payment of
outstanding costs and fees prior to the Grower collecting
the Grower’s Truffles;
(f ) receipts from the sale of the Project or all rights of the
Grower in relation to the Project; and
(g) any other receipts in relation to the Project to which the
Grower is entitled;
Register means the register of Growers;
Rent means the rent payable to Truffle Properties Limited by
the Grower under the Lease;
51
Responsible Entity means Watershed Premium Wines Ltd
ACN 089 812 591 or other Responsible Entity for the time
being under the Constitution, in its capacity as agent for the
Growers whether original, additional or substituted;
Rules means the Rules laid down by the Responsible Entity
under the Constitution as modified or substituted;
Standing Offer means the standing offer referred to on page
46 of this PDS/Prospectus;
Tax Act means the Income Tax Assessment Act, 1936 Cth
and Income Tax Assessment Act, 1997 Cth;
Terms Agreement means the terms agreement entered into
by a 2006 Terms Grower;
Term means the term of the Project Operations Agreement;
Terms Grower means a Grower that has accepted to pay its
Project Fees under the Terms Agreement;
Terms Payment Option means the options for payment of
the Application Money described on page 10;
Trufferie(s) means one of those 374 specified areas of the
Land or other area, each identified individually by a number,
with each Trufferie being 0.02 hectares in size which are to
be leased to the Grower under the Lease;
Truffle means the French black truffle or Tuber
melanosporum to be farmed on the Trufferies;
Truffle Farming means the preparing and cultivating of the
Trufferies, maintaining the truffle innoculated oak and hazelnut
trees as prescribed in the Project Operations Agreement in a
manner consistent with good siviculture standards;
Umbrella Lease means the leases over the Land which have
been or will be registered on the titles of the Land, which is
in favour of the Responsible Entity as agent for the Growers;
Year 1 means the period from and including 1 July 2006 to
30 June 2007;
Year 2 means the period from and including 1 July 2007 to
30 June 2008; and
Year 3 means the period from and including 1 July 2008 to
30 June 2009.
 ADDITIONAL INFORMATION

T H E I S S U E R A N D their written consent to the inclusion of the reports,

P R O M O T E R S sections, express and implied references and statements
detailed below in the PDS/Prospectus in the form and
The issuer of the Trufferies is the Responsible Entity. The
context in which each is included, and for the purpose of
promoters of the offer of Land Shares are Truffle Properties
Section 729 of the Corporations Act were each involved only
Limited and its directors.
in the preparation of those reports, sections, express and
implied references and statements:
L A B O U R S T A N D A R D S A N D
E N V I R O N M E N T A L , S O C I A L RSM Bird Cameron Corporate Pty Ltd for inclusion of the
A N D E T H I C A L Independent Accountant’s Report.
C O N S I D E R A T I O N S
The Responsible Entity for inclusion of all parts of this
The Responsible Entity does not take into account labour PDS/Prospectus, on behalf of Truffle Properties Limited ,
standards or environmental, social or ethical considerations except for the sections headed Independent Accountant’s
for the purpose of selecting, retaining or realising Report, Independent Truffle Report and any express or
investments in the Project. implied references to those reports throughout the
PDS/Prospectus.

U P D A T I N G I N F O R M A T I O N Dr Mike Amaranthus for inclusion of the Independent

I N T H I S P D S
Truffle Report and the implied references to the Independent

In the event that there is information in this PDS which is Truffle Report throughout this PDS/Prospectus.

subject to a change that is materially adverse to applicants,

applicants will be informed by a Supplementary PDS.
However, there may be other information which is not
materially adverse to applicants and is subject to change
from time to time. In that event, the updated information
will be made available on the Project website
www.watershedwines.com.au
D I S C L O S U R E
The Responsible Entity will receive Management Fees as set
out in the Project Operations Agreement.
Truffle Properties Limited will benefit from the Project by
the receipt of rent as set out in the Lease.

The following persons hold or control in Truffle Properties

C O N S E N T S
Limited and the Responsible Entity the beneficial interests
The following have each given (and have not prior to directly or indirectly, expressed in percentage terms, in the issued
lodgement of this PDS/Prospectus with ASIC withdrawn) share capital of those companies set out in the table below.

Promoter and/or Director Responsible Entity Truffle Properties Limited Manager

Wally Edwards nil nil 20.00%
Geoffrey Thomas Barrett 14.43% 2.34% 20.00%
Ronald George Martin 16.86% 3.90% 7.50%
Richard Hill 13.12% 0.39% 7.50%
Laurence Factor 11.96% nil 7.50%
Peter Charles Sartori 2.93% nil 7.50%
Nicholas Malajczuk nil nil 20.00%
Truffle Properties Limited nil n/a nil
Phillip Henry Dale Fletcher nil nil nil

52
RSM Bird Cameron Corporate Pty Ltd is to receive fees of
$5,500.
Dr Mike Amaranthus has received $20,000 for the
preparation of the Independent Expert’s Report.
R E G I S T E R S
A Register of Growers for the Oak Valley Truffle Project, and
of Shareholders in Truffle Properties Limited will be
maintained by the Responsible Entity and Truffle Properties
Limited respectively at their registered office sand may be
inspected by any member of the public during normal
business hours.
Responsible Entity and Truffle Properties Limited will
provide a copy of the most recent annual financial report of
the Project / Truffle Properties Limited lodged with ASIC by
the Responsible Entity / Truffle Properties Limited, any half-
year financial report of the Project / Truffle Properties
Limited lodged with ASIC after the lodgment of that annual
financial report and before the date of this PDS/Prospectus,
and any continuous disclsoure notices given in relation to
the Project / Truffle Properties Limited after lodgment of
that annual financial report and before the date of
lodgement of the PDS/Prospectus free of charge as soon as
practicable, and in any event within 5 days, after receiving
the person’s request, to any person who asks for it during the
currency of the PDS/Prospectus.

C O M M I S S I O N
A P P L I C A T I O N O F T H I S

The Responsible Entity and Truffle Properties Limited have P D S / P R O S P E C T U S

agreed to pay certain commissions to AFS Licensees for

This PDS/Prospectus has been prepared to comply with the
procuring Applications for Trufferies and Shares respectively,
securities laws of Australia. The offer of Trufferies and Land
up to 5% of the Application Money (excluding GST), and in
Shares contained in this PDS/Prospectus is available to
addition the Responsible Entity and Truffle Properties Limited
persons receiving this PDS/Prospectus within Australia.
may compensate AFS Licensees that have provided assistance
of an administrative or marketing nature for the cost of their
support. In addition, the Responsible Entity may also pay up D I R E C T O R S ’ C O N S E N T T O
I S S U E
to 5% of the Management Fee (excluding GST) payable in
relation to the management fees due 1 June 2007. For the purposes of Sections 1015B and 720 of the
Corporations Act, each of the directors of the Responsible
C O S T S O F T H E I S S U E Entity and Truffle Properties Limited has given their written
consent to the lodgement of this PDS/Prospectus with ASIC.
The costs of the issue including commissions, fees for
reports, PDS/Prospectus costs and scheme costs are payable
S I G N I N G O F
by the Responsible Entity.
P D S / P R O S P E C T U S

E N H A N C E D D I S C L O S U R E For the purpose of lodgement of this PDS/Prospectus with

S E C U R I T I E S
Trufferies and Land Shares are enhanced disclosure securities
within Section 111AD of the Corporations Act, and the
Responsible Entity and Truffle Properties Limited is subject
to regular reporting and disclosure obligations. Documents
lodged pursuant to these requirements may be obtained
from, or inspected at, any office of ASIC. Further, the
ASIC, Geoffrey Thomas Barrett on behalf of the Responsible
Entity and on behalf of Truffle Properties Limited, has
signed this PDS/Prospectus pursuant to Section 351 of the
Corporations Act.
Geoffrey Thomas Barrett

53
 INSTRUCTIONS F O R LODGEMENT

1. To become an investor, an Application must be submitted. Different entities may apply for Trufferies and Land Shares.
2. If there are different Applicants, each Applicant must be careful to complete a separate Application form.
3. If an Application is lodged by an individual or individuals it must be signed personally.
4. In the case of joint Applicants, all must sign as well as providing their full names, addresses and phone numbers in the
spaces provided.
5. If this Application is lodged by a company it must be executed, under its common seal (if applicable), with its ACN/ABN
and in accordance with its Constitution.
6. Applications may be executed under Power of Attorney. If so signed, the attorney must warrant that the attorney has no
knowledge of any revocation of that power.
7. All application cheques for Investment Parcels should be made payable to “Watershed Premium Wines Ltd” and cheques
crossed “Not Negotiable”.
8. Mail or deliver the Application with the following, where applicable; cheque, Terms Application Form and/or completed
credit card authorisation, to Oak Valley Truffle Project, c/- PO Box 1186, Canning Vale BC, WA 6970 or to any authorised
representative or AFS Licensee for forwarding to the Responsible Entity.
9. This PDS/Prospectus contains information about investing in Land Shares and Trufferies. This PDS/Prospectus should be
read in its entirety before any Application is made. Any person who provides any other person with access to this
Application Form must at the same time and by the same means give that other person access to the PDS/Prospectus. At any
time during the currency of the PDS/Prospectus the Responsible Entity, AFS Licensee or authorised representative, will send
an electronic or paper copy of the PDS/Prospectus, including this Application Form, to any person on request, without
charge. If you wish to receive a copy of this PDS/Prospectus please call us on (08) 9456 3811 or go to
www.watershedwines.com.au
10. PRIVACY DISCLOSURE
The Responsible Entity And Truffle Properties Limited collects information about you in your Application Form for the
purposes of processing your Application and, if Allotment is made, to administer your investment and to report to you. You
agree, by submitting your Application Form, that the Responsible Entity and Truffle Properties Limited may disclose that
information to any independent share registry, to the Responsible Entity and to any other agents, contractors or service
providers including banks and professional advisers. The Corporations Act requires the Responsible Entity and Truffle
Properties Limited to include information about you (including name, address and details of the Trufferies and Land Shares
you hold) in their respective registers. The information contained in the registers must remain there even if you cease to be
a Grower/Shareholder. This information may also be disclosed by the Responsible Entity and Truffle Properties Limited to
any independent share registry, agents, contractors or service providers including banks and professional advisers. We may
use your contact details to let you know of future offers involving the Responsible Entity, but if you do not want to receive
these, please contact the Responsible Entity on (08) 9456 3811. If you do not provide the Responsible Entity or Truffle
Properties Limited with the information requested in the Application Form, your Application may not be processed. You
have a right to seek access to the information the Responsible Entity or Truffle Properties Limited holds about you, and (in
writing) to ask the Responsible Entity or Truffle Properties Limited to correct any information which is held about you and
which you believe is inaccurate, incorrect or out of date.
11. TAX FILE NUMBER
It is not compulsory to give us your TFN. However, if you do not provide the TFN, then to the extent that any taxable
distribution is payable to you, we may be required to withhold tax at the rate of 48.5% or the maximum marginal rate
prevailing at the time plus the Medicare Levy. Instead of giving us your TFN, you may give us your ABN.

54
 PART A – TRUFFERIE (S) A PPLICATION

AFS LICENSEE’S STAMP

First Applicant:
First Name Middle Surname

Joint applicant:
First Name Middle Surname

Company Applicant:
Company ACN/ABN

Contact Details:
Address

City/Suburb State Postcode

Phone (Work) Phone (Home) Facsimile

Mobile Email

ABN Tax File or Exemption Number

If you wish to hold your Land Shares in the name of the Applicant above please tick this box . If you have ticked this box
please do not complete Part B.

2 . N U M B E R O F T R U F F E R I E S

Cash No. of Trufferies Terms Payment Options No. of Trufferies

3 . M E T H O D O F P A Y M E N T

1. FOR CASH OPTION, PAYMENT OF LAND SHARES OR DEPOSIT FOR TERMS PAYMENT OPTION
(1 Year Option Only)

Cheque:

OR

Credit Card – please debit my: Bankcard Mastercard Visa Card

Card number: Expiry date /

Debit the amount of $ ______________.

Cardholder’s name: Phone no.:

Cardholder’s Signature Date:

55
 PART B – L AND SHARE APPLICATION

AFS LICENSEE’S STAMP

First Applicant:
First Name Middle Surname

Joint applicant:
First Name Middle Surname

Company Applicant:
Company ACN/ABN

Contact Details:
Address

City/Suburb State Postcode

Phone (Work) Phone (Home) Facsimile

Mobile Email

ABN Tax File or Exemption Number

2 . N U M B E R O F T R U F F E R I E S

No. of Land Shares

For each Trufferie applied for in Part A, you must apply for 3,508 Land Shares

3 . M E T H O D O F P A Y M E N T .

1. PAYMENT OF LAND SHARES

Cheque:

OR

Credit Card – please debit my: Bankcard Mastercard Visa Card

Card number: Expiry date /

Debit the sum of $ ______________

Cardholder’s name: Phone no.:

Cardholder’s Signature Date:

56
 4 . T E R M S A N D C O N D I T I O N S
1. I/We the undersigned apply for the number of Trufferies and Land Shares specified above and offers to enter into the Lease
and Project Operations Agreement as a Grower and acknowledges that upon this Application being accepted in whole or
part, I/We will be bound to the Lease and Project Operations Agreement as a Grower.
2. I/We agrees to be bound to the Constitution and the Rules as a Grower in the Project and to the Constitution of Truffle
Properties Limited.
3. I/We have read and understood the terms of the PDS/Prospectus and have had the opportunity to seek independent
professional advice.
4. I/We acknowledge that Watershed Premium Wines Ltd ("Watershed") is not bound to accept my Terms Application (if
applicable).
5. I/We have not relied on any statements or representations made by any party (including Watershed and its officers, agents
and employees) prior to applying, other than those written representations made in the PDS/Prospectus.
6. I/We acknowledge that I/we have had the opportunity to read the Terms Agreement and seek independent legal advice about
same (if applicable).
7. I/We agree to be bound by the terms of the Terms Agreement and the Direct Debit Request Service Agreement (if the Terms
Payment Option set out above is selected).
8. I/We acknowledge that the full amount of any application monies is immediately due and payable upon signing this
Application Form. Terms are offered to approved applicants.
9. I/We declare that I/we intend to continue in the Project until the Project concludes.

P O W E R O F A T T O R N E Y
The Applicant irrevocably appoints a director for the time being of Watershed (“Attorney”) to be his/her Attorney from the
date of this Power of
Attorney to the expiration of the Terms Agreement (“Agreement”).
The Attorney may do in the name of the Applicant and on his/her behalf everything necessary or expedient to:
(a) execute and deliver the Terms Agreement (if applicable); and
(b) complete blanks and make amendments, alternations or additions to the Terms Agreement considered necessary or
desirable by the Attorney; and
(c) execute and deliver any other documents or do any acts which are referred to in the Terms Agreement which are ancillary or
related to them or to the transactions contemplated by them, in the absolute discretion of the Attorney; and
(d) appoint one or more substitute attorneys to exercise one or more of the powers given to the Attorney and to revoke any of
those appointments and in this Power of Attorney “Attorney” includes a substitute attorney appointed under this clause; and
(e) if applicable, stamp and register this Power of Attorney.
The Applicant declares all acts, matters and things done by the Attorney in exercising powers under this Power of Attorney will
be as good and valid as if they had been done by the Applicant and agrees to ratify and confirm whatever the Attorney does in
exercising powers under this Attorney.
The Applicant indemnifies the Attorney against liability, loss, costs, charges or expenses arising from the exercise of powers
under this Power of Attorney.
The Applicant declares that a person (including, but not limited to, a firm, body corporate, unincorporated association or
authority) who deals with the Attorney in good faith may accept a written statement signed by the Attorney to the effect that
this Power of Attorney has not been revoked as conclusive evidence of the fact.
The Applicant declares that the Applicant and a person (including, but not limited to, and executor, administrator, successor,
substitute or assign) claiming under the Applicant are bound by anything the Attorney does in exercising powers under this
Power of Attorney.

S I G N E D / S E A L E D

IF APPLICANT IS A PERSON:

Signature of First Applicant:

Signature of Joint Applicant:

Name of Witness:

Signature of Witness: Date:

IF APPLICANT IS A COMPANY:

Signature of Director:

Signature of Director/Secretary:

Company Seal: Date:

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58
 TERMS APPLICATION

P U R P O S E – T R U F F L E B U S I N E S S – O A K VA L L E Y T R U F F L E P R O J E C T

P E R S O N A L D E T A I L S – A P P L I C A N T 1 / D I R E C T O R / G U A R A N T O R

Title: Surname: Given names: Date of birth:

Marital status: No. of dependants: Age of dependants:

Address: Postcode: Time in address:

Previous address: Postcode: Time in address:

Drivers licence number: State of issue: Australian resident? Yes No

Business phone number: Home phone number:

Occupation: Name of employer/business:

Employer business address: Postcode:

Employer phone number: Length of current employment: Years Months

Gross annual income $

Self employed? Yes No If Yes, Accountants Name:

Name of previous employer: Position held:

Length with previous employer: Years Months

P E R S O N A L D E T A I L S – A P P L I C A N T 2 / D I R E C T O R / G U A R A N T O R

Title: Surname: Given names: Date of birth:

Marital status: No. of dependants: Age of dependants:

Address: Postcode: Time in address:

Previous address: Postcode: Time in address:

Drivers licence number: State of issue: Australian resident? Yes No

Business phone number: Home phone number:

Occupation: Name of employer/business:

Employer business address: Postcode:

Employer phone number: Length of current employment: Years Months

Gross annual income $

Self employed? Yes No If Yes, Accountants Name:

Name of previous employer: Position held:

Length with previous employer: Years Months

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 C O M P A N Y D E T A I L S –
O N L Y T O B E C O M P L E T E D I F A P P L I C A N T I S A C O M P A N Y

Name of company:

Name of trust (if applicable): ACN:

Registered address: Postcode:

Trading address: Postcode:

Telephone number: Facsimile number:

Date of incorporation: / /

Principal activity:

Details of any debenture charges:

Personal guarantees will be required for a company under Terms Application and will be forwarded for execution with the
Terms Application.

Particulars to be completed by Directors/Guarantors above

A S S E T S L I A B I L I T I E S

Cheque/Savings Account $ Home mortgage $

Other accounts $ Investment loans $

Other mortgage loans $

Residencs

Address (Estimated Current Market Value) $ Credit Cards Bank/Lmit $

Other property/s Bank/Limit $

Address (Estimated Current Market Value) $ Charge/Store Cards $

Hire Purchase $ Location $

Motor Vehicles

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 PERSONAL STATEMENT O F FINANCIAL POSITION

A S S E T S L I A B I L I T I E S

Cheque/savings account $ ___________ Home mortgage $ ___________

Other accounts $ ___________ Investment loans $ ___________

Other mortgage loans $ ___________

Residence (Estimated Current Market Value)

Address ____________________________
Credit cards
____________________________ $ ___________
Bank/Limit ___________________________ $ ___________
Other property/s (Estimated Current Market Value)
Bank/Limit ___________________________ $ ___________
Address ____________________________
Charge/store cards $ ___________
____________________________ $ ___________
Hire purchase $ ___________
Address ____________________________

____________________________ $ ___________
Other loans (please specify)
Location ____________________________ $ ___________
1. ___________________________________ $ ___________

Motor vehicles 2. ___________________________________ $ ___________

Model ____________________________ $ ___________ 3. ___________________________________ $ ___________

Model ____________________________ $ ___________ 4. ___________________________________ $ ___________

5. ___________________________________ $ ___________

Shares, Bonds, Investments etc $ ___________

Equity in business $ ___________

Other assets (please specify)

1. ___________________________________ $ ___________

2. ___________________________________ $ ___________

3. ___________________________________ $ ___________

4. ___________________________________ $ ___________

5. ___________________________________ $ ___________

Total assets (1) $ ___________

Total Liabilities (2) $ ___________

Net assets = (1) less (2) $ ___________

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 I N C O M E ( AV E R AG E M O N T H LY ) E X PE N D I T U R E ( AV E R AG E M O N T H LY )

Base salary Credit commitments

Applicant 1 $ ___________ Home mortgage repayments $ ___________

Applicant 2 $ ___________ Investment loan repayments $ ___________

Other mortgage repayments $ ___________

Other income
Credit cards (3% of total limits) $ ___________
Regular overtime $ ___________
Hire purchase repayments $ ___________
Dividends/interest $ ___________
Other loans $ ___________
Commission $ ___________

Family Allowance $ ___________ Other commitments

Part-time/casual $ ___________ Rental/board $ ___________

Rental received $ ___________ Child maintenance $ ___________

Other (please specify) Other (please specify)

1. ___________________________________ $ ___________ 1. ___________________________________ $ ___________

2. ___________________________________ $ ___________ 2. ___________________________________ $ ___________

3. ___________________________________ $ ___________ 3. ___________________________________ $ ___________

4. ___________________________________ $ ___________ 4. ___________________________________ $ ___________

5. ___________________________________ $ ___________ 5. ___________________________________ $ ___________

Total net monthly income (3) $ ___________ Total net monthly expenditure (4) $ ___________

Uncommitted monthly income = (3) less (4) $ ___________

I/We declare that the Terms to be provided to me/us by Watershed Premium Wines Ltd is to be applied only to the Oak Valley
Truffle Project for fees due and payable with respect to Trufferies and that the information provided in respect of me/us
(including any separate personal statement of financial position), is true and correct. I/We have read and understood the
information set out above.

Signature of 1st applicant/director Signature of 2nd applicant/director

Dated: / / Dated: / / Company seal

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 PRIVACY CONSENT

Acknowledgement and authority that credit information may be given to a credit reporting agency.

I/We, understand that Section 18E(c) of the Privacy Act allows Watershed Premium Wines Ltd or its agents to give a credit
reporting agency certain personal information about me/us which I/we authorise Watershed Premium Wines Ltd or its agents to
do. The information which may be given to a credit reporting agency is covered by Section 18E(1) of the Privacy Act and
includes:
• Identity particulars as permitted by the Privacy Commissioner’s determination issued under Section 18E(3) of the Privacy
Act;
• The fact that I/we have applied for credit and the amount;
• The fact that Watershed Premium Wines Ltd is a credit provider to me/us;
• Payments which become overdue more than 60 days;
• Advice that payments are no longer overdue;
• Cheques drawn by me/us for at least $100 which Watershed Premium Wines Ltd has dishonoured more than once;
• In specified circumstances, that in the opinion of Watershed Premium Wines Ltd, I/we have committed a serious credit
infringement; and
• That the credit provided to me/us by Watershed Premium Wines Ltd has been discharged.

To enable Watershed Premium Wines Ltd or its agents to access my/our application for personal or commercial credit, I/we
authorise Watershed Premium Wines Ltd or its agents:
• To obtain from a credit reporting agency a credit report containing personal credit information about me/us in relation to
personal credit provided by Watershed Premium Wines Ltd;
• To obtain from a credit reporting agency a credit report containing personal credit information about me/us in relation to
commercial credit provided by Watershed Premium Wines Ltd. This is in accordance with Section 18K(1)(b) of the Privacy
Act;
• To obtain a report containing information about my/our commercial activities or commercial credit worthiness from a
business which provides information about the commercial creditworthiness of a person in relation to personal credit
provided by Watershed Premium Wines Ltd.

This is in accordance with Section 18L(4) of the Privacy Act; and

• To obtain a report from a credit reporting agency and other information in relation to my/our commercial credit activities.

Signature of 1st applicant/director Signature of joint applicant/director

Dated: / / Dated: / / Company seal

I/We declare that the credit to be provided to me/us by Watershed Premium Wines Ltd is to be applied wholly or
predominantly for business or investment purposes. IMPORTANT: You should not sign this declaration unless the credit is
wholly or predominantly for business or investment purposes. By signing this declaration you may LOSE YOUR
PROTECTION under the Consumer Credit Code.

Signature of 1st applicant/director Signature of joint applicant/director

Dated: / / Dated: / / Company seal

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64
 DIRECT DEBIT REQUEST – TERMS A G R E E M E N T

R E Q U E S T A N D A U T H O R I S E T O D E B I T

Surname or Company Name:

Given Names or ACN/ARBN:

I/we authorise Watershed Premium Wines Ltd trading as Watershed Premium Wines (APCA USER ID: 215829) to arrange for
funds to be debited from my/our account at the financial institution identified below and as prescribed below through the Bulk
Electronic Clearing System (BECS). The amounts and frequency of the drawings to be subject to and remain in force in
accordance with the Direct Debit Service Agreement.

D E T A I L S O F A C C O U N T T O B E D E B I T E D

Financial Institution Name:

Financial Institution Address:

Suburb: State Postcode

Name of Account:

BSB No: Account No:

Please complete the following boxes. If left blank, Watershed Premium Wines Ltd will complete on your behalf in accordance
with your existing Terms Agreement:

Amount/s to be Debited is stated in the Growers Schedule of Terms Payments being:

Monthly Amount $ Total of all Payments $

Frequency: The last day of every month – starting on the day stated in the Schedule of Terms Payments provided to you.

I N S E R T Y O U R S I G N A T U R E A N D A D D R E S S

By signing below I/we hereby certify that I/we are the authorised signatories to the account named above and have the
authority to enter into the Direct Debit Service Agreement as provided. I/we acknowledge that we have read and understand
the terms and conditions of the Direct Debit Service Agreement.

Signature/s:

Address:

Suburb: State Postcode

Date: / /

O F F I C E U S E O N L Y :

Client Name: Year

Account No: Direct Debit No: Date: / /

Details:

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Definitions
• Account means the account held at your financial
institution from which we are authorised to arrange for
funds to be debited.
• Agreement means this Direct Debit Service Agreement
between you and us.
• Business day means a day other than a Saturday or a
Sunday or a public holiday listed in the State of Western
Australia.
• Debit day means the day the payment by you to us is
due.
• Debit payment means a particular transaction where a
debit is made.
• Direct Debit Request means the Direct Debit Request
between us and you.
• Us or we means Watershed Premium Wines Ltd who you
have authorised by signing a direct debit request.
• You means the client who signed the direct debit
request.
• Your financial institution is the financial institution
where you hold the account that you authorised us to
arrange to debit.
1. Debiting your account
1.1 This service agreement covers drawings by Watershed
Premium Wines Ltd against clients’ nominated account
in all events covered by any written agreement between
us and you.
1.2 By signing a direct debit request, you have authorised us
to arrange for funds to be debited from your account. If
the debit day falls on a day that is not a business day, we
may debit your account on the prior business day.
2. Changes by us
2.1 We may vary any details of this agreement or a direct
debit request at any time by giving you at least fourteen
(14) days written notice.
3. Changes by you
3.1 Subject to 3.2 and 3.3, you may change the
arrangements under a direct debit request by contacting
us on (08) 9456 3811.
3.2 If you wish to stop or defer a debit payment you must
notify us in writing at least five (5) business days before
the next debit day. This notice should be given to us in
the first instance.
3.3 You may also cancel your authority for us to debit your
account at any time by giving us at least thirty (30) days
notice in writing before the next debit day, provided
alternative arrangements are made for any amounts
owing to us. This notice should be given to us in the
first instance.
4. Your obligations
4.1 It is your responsibility to ensure that there are
sufficient cleared funds available in your account to
allow a debit payment to be made in accordance with
the direct debit request.
4.2 If there are insufficient cleared funds in your account to
meet a debit payment:
(a) you may be charged a fee and/or interest by your
financial institution;
66
(b) you may also incur fees or charges imposed or
incurred by us;
(c) you must arrange for the debit payment to be made
by another method or arrange for sufficient cleared
funds to be in your account by an agreed time so
that we can process the debit payment; and
(d) you should check your account statement to verify
that the amounts debited from your account are
correct.
5. Dispute
5.1 If you believe that there has been an error in debiting
your account, you should notify us directly on (08)
9456 3811 or in writing as soon as possible so that we
can resolve your query quickly.
5.2 If we conclude as a result of our investigations that your
account has been incorrectly debited we will respond to
your query by arranging a credit into your account to
adjust your account accordingly. We will also notify you
in writing of the amount by which your account has
been adjusted.
5.3 If we conclude as a result of our investigations that your
account has not been incorrectly debited we will respond
to your query by providing you with reasons and
evidence for this finding.
5.4 Should the error be caused by your financial institution
this matter will need to be directly resolved between you
and your financial institution.
6. Accounts
You should check:
(a) with your financial institution whether direct debiting is
available from your account as direct debiting is not
available on all accounts offered by financial
institutions; and
(b) your account details which you have provided to us are
correct by checking them against a recent account
statement.
7. Confidentiality
7.1 We will keep information (including your account details)
in your direct debit request confidential. We will make
reasonable efforts to keep any such information that we
have about you secure and to ensure that any of our
employees or agents who have access to information about
you do not make any unauthorised use, modification,
reproduction or disclosure of that information.
7.2 We will only disclose information that we have about you:
(a) to the extent specifically required by law; or
(b) for the purpose of this agreement (including
disclosing information in connection with any query
or claim).
8. Notices
8.1 If you wish to notify us in writing about anything
relating to this agreement, you should write to
Watershed Premium Wines Ltd, PO Box 1186, Canning
Vale BC WA 6970.
8.2 We will notify you by sending a notice in the ordinary
post to the address on our records.
8.3 Any notice will be deemed to have been received two (2)
business days after it is posted.
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 O A K VALLEY
T R U F F L E P R O J E C T
T h e i s s u e r s o f t h i s P D S / Pr o s p e c t u s a re Wa t e r s h e d Pre m i u m Wi n e s L t d a n d Tr u f f l e Pr o p e r t i e s L i m i t e d
T h e Ma n a g e r o f t h e Pr o j e c t i s :
T RU F F L E P RO J E C TS P T Y LT D
AC N 1 1 6 2 2 8 1 0 5

Fo r f u r t h e r c o p i e s o f t h i s P D S / Pr o s p e c t u s , o r t o c o m m u n i c a t e w i t h t h e Re s p o n s i b l e E n t i t y, c o n t a c t :
G E O F F B A R R E T T o r B RU C E B E N T L EY
P O B OX 8 9 3
M A RG A R E T R I V E R WA 6 2 8 5
T E L : ( 0 8 ) 9 7 5 8 8 6 3 3 o r ( 0 8 ) 9 4 5 6 3 8 1 1 FA X : ( 0 8 ) 9 7 5 7 3 9 9 9 o r ( 0 8 ) 9 4 5 6 3 8 2 2
M O B I L E : 0 4 0 9 2 9 5 6 2 3 ( G e o f f Ba r re t t ) o r 0 4 0 0 2 5 8 9 6 3 ( Br u c e B e n t l e y )
geoff@watershedwines.com.au bruce@watershedwines.com.au
W E B S I T E : w w w. w a t e r s h e d w i n e s . c o m . a u