This offer is issued by Banner Capital Management Limited ACN 600 738 181 AFSL 
465404 (Banner) under an arrangement made between Cairnlea Holdings Pty Ltd ACN 
647 356 447 (Issuer) and Banner.  

The Issuer announced today that it intends to offer debentures (in the form of 
loan notes) issued under the Facility for the purposes set out in the terms 
below.   

It is intended that the offer satisfy the terms of section 128F(3)(d) of the 
Income Tax Assessment Act 1936, so that the issue of the loan notes should 
satisfy the "public offer" test in section 128F for exemption from Australian 
interest withholding tax. 

Financiers and those in the business of includes the buying and selling of Loan 
Notes or other debt interests and who are interested in subscribing for Loan 
Notes will be required to give customary representations, warranties and 
information about their status to assist the Borrower to demonstrate compliance 
with section 128F.


KEY FEATURES OF THE OFFER

Issuer/Borrower	       Cairnlea Holdings Pty Ltd ACN  647 356 447 as trustee 
for 
                       the Golden Oaks Properties Unit Trust
 
Financier/Underwriter  Banner Capital Management Limited ACN 600 738 181
and Arranger
	   
The Offer	       An offer to subscribe for Loan Notes on the terms 
                       described in the transaction documents. The general 
terms 
                       of the transaction documents are set out in this 
                       Term Sheet.

Security and Ranking   First Mortgage over the property at located at Cairnlea, 
                       Victoria, Australia 
                       Personal and corporate guarantees
                       General Security Agreement over the Issuer

Purpose	               The proceeds from the issue of the Loan Notes will be 
                       used by the Borrower for a residual stock facility. 

Settlement Date	       On or about 12 February 2021

Term	               12-month term, subject to satisfaction of certain 
                       conditions precedent and other conditions. A minimum 
                       interest return of 3 months applies.

Type of Instrument     Senior Loan Notes

Issue amount	       AUD 15,065,440
 
Interest Rate 	       12.75% per annum initially to be reduced to 11% per annum 
                       upon achieving certain milestones

Transferability	       The Notes are freely transferable without the consent of 
                       the Issuer

Governing Law	       Victoria, Australia


The Issuer reserves the right in its absolute discretion to vary the terms set 
out above and accept or reject any offer.  This offer will expire at 5pm 
Melbourne time on 23rd March 2021.

Restrictions in certain jurisdictions, including Australia

The distribution of this message and the offering and sale of the Loan Notes in 
certain jurisdictions may be restricted by law. This message does not 
constitute an offer, invitation or solicitation to participate in the Facility 
and be issued Notes in any jurisdiction where, or to any person or entity to 
whom, it would be unlawful to make such an offer, invitation or solicitation.

This message is not a prospectus or disclosure document and it has not been 
lodged with the Australian Securities & Investments Commission under Chapter 6D 
of the Corporations Act 2001 (Cth) (Corporations Act). The offer of Loan Notes 
is only available to domestic and foreign investors that are qualified as 
"professional investors" or "sophisticated investors" as defined under the 
Corporations Act (Wholesale Investors). By accepting the offer, an offeree 
represents that the offeree is a Wholesale Investor. No Notes will be issued or 
sold in circumstances that would require the giving of a disclosure document 
under Chapter 6D of the Corporations Act.

The Notes referred to in this message have not been nor will they be registered 
under the U.S. Securities Act of 1933, as amended (the Securities Act), or with 
any securities regulatory authority of any state or other jurisdiction of the 
United States and may not be offered, sold or delivered within the United 
States or to, or for the account or benefit of, U.S. persons (as defined in 
Regulation S under the Securities Act) except pursuant to an exemption from, or 
in a transaction not subject to, the registration requirements of the 
Securities Act and applicable state securities laws. There will be no public 
offering of the Notes referred to in this message in the United States.

About Banner

Banner Capital Management Limited is an Australian based alternate asset 
manager specialising in actively managed property debt and has provided 
attractive risk-adjusted returns to its investors since 2012.

SOURCE: Banner Capital Management Limited