- AUD 44,262,397 Progressively Drawn Loan Note Construction Facility

(Facility)

This document is issued by Banner Capital Management Limited ACN 600 738 181 
AFSL 465404 (Banner) under an arrangement made between Almond Lake Pty Ltd ACN 
655 803 222 (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				Almond Lake Pty Ltd ACN 655 803 222
 
Financier/Underwriter and Arranger	Banner Capital Management Limited ACN 600 
738 181
 
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 a 136 hectare property at located at 
Yalyalup, 
			near Busselton, Western Australia (the Security Property)
			General Security Agreements over the Issuer
 
Purpose			The proceeds from the issue of the Loan Notes will be used by the 
			Borrower to acquire the Security Property and for subdivision and 
			civil works for residential lots on the Security Property.
 
Settlement Date		On or about 6 March 2022 
 
Term			36 month term, with a review after 24 months involving a 
			commitment to fund in accordance with a detailed drawdown 
			schedule, subject to satisfaction of certain conditions precedent and 
			other conditions. 
 
Type of Instrument	Senior Loan Notes
 
Issue amount		AUD 44,262,397 exclusive of interest and fees.  It is anticipated 
that 
			the peak debt during the Term will be $27,600,000. 
 
Interest Rate 		8% coupon per annum on T1, 6.75% coupon per annum on T2, 2.75% 
			Facility Fee on T2 plus Exit Fees equating to circa 12% IRR.
 
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 21 March 2022.

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