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					                                                                                                                                 12/11/2009




      BBL Capital Raising
       December 2009


                                                                                  BOUNDARY BEND LIMITED ABN 32 115 131 667




               Important Information
This is an important document
Recipients should read the Prospectus in its entirety and, if in doubt, should consult their professional advisors.
The Prospectus is dated 13 November 2009 and a copy of this Prospectus was lodged with the ASIC on that
date. ASIC takes no responsibility for the content of this Prospectus. The investment in Shares offered by this
Prospectus should be considered speculative.

Exposure Period
The Corporations Act prohibits BBL from processing any Applications in the seven day exposure period after the
date of lodgement of this Prospectus (Exposure Period). The Exposure Period may be extended by ASIC by up to
a further seven days. The purpose of the Exposure Period is to enable the Prospectus to be examined by
market participants prior to the raising of funds. Applications received during the Exposure Period will not be
processed until after the expiry of the Exposure Period. No preference will be conferred on any Applications
received during the Exposure Period.

Foreign jurisdictions
The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who
come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to
comply with these restrictions may violate Shares laws. Applicants who are residents in countries other than
Australia should consult their professional advisers as to whether any governmental or other consents are
required or whether any other formalities need to be considered and followed.

                                                                                                                             2




                                                                                                                                         1
                                                                                                                               12/11/2009




                   Important Information
Future performance and forward looking statements
The Prospectus includes certain statements, calculations and projections concerning the anticipated future
performance of BBL and the olive industry in general (‘Forward Looking Statements’). Those Forward Looking
Statements may or may not prove to be correct and for that reason no person in connection with the Prospectus
accepts any responsibility or liability in relation to the accuracy or reasonableness of any Forward Looking Statement
and the recipient of the Prospectus must make and rely on its own assessment.
The Recipient must make their own independent investigations and rely upon their own enquiries as to the accuracy
and completeness of any of the Information, the accuracy of any Forward Looking Statements and the
reasonableness (or otherwise) of the assumptions on which the Forward Looking Statements are based. The
Recipient should seek appropriate professional advice in reviewing Information and evaluating whether to purchase
Shares.
Despite using best endeavours and making all reasonable enquiries in compiling the Forward Looking Statements,
they are subject to change and there are numerous risk factors which may cause them to be materially different from
those set out in section 9 of the Prospectus. For details of some of the risk factors you need to consider, please refer
to section 13.
BBL does not intend to update or revise the Forward Looking Statements, regardless of whether or not it has a
material impact on the Forward Looking Statements provided in this Prospectus, except where required to by law.
Disclaimer of representations
No person is authorised to provide information or to make any representation in connection with this Prospectus
which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as
having been authorised by the Company in connection with this Prospectus.

                                                                                                                           3




                   Who is Boundary Bend?
              • Boundary Bend Limited (BBL) is an unlisted public
                company
              • Founded by Rob McGavin and Paul Riordan in late
                1990s
              • Fully vertically integrated Extra Virgin olive oil
                business
              • Started managing Timbercorp olive operations in late
                2004
              • Recently entered into contracts to purchase all the
                Timbercorp olive assets
              • Now raising between $12.5m and $25m in Equity
                                                                                                                           4




                                                                                                                                       2
                                                                                          12/11/2009




  The
company
  now




                  The company now
Nursery: a specialist olive nursery supplying olive trees to commercial growers,
wholesale and retail nurseries and national chain stores.

Grove Operations: the BBL Group has owned and managed olive groves since 1999. In
2004 the BBL Group commenced managing olive groves on behalf of Timbercorp.
Originally, the BBL Group managed 2,777 ha which by 2009 had expanded to over 6,500
ha.

Harvesting Technology: in partnership with MaqTec in Argentina, the BBL Group has
developed and sold the Colossus olive harvester in the Australian market. BBL holds the
exclusive licence to manufacture, service and market the Colossus in Australia.

Processing and Storage: a processing and storage facility at Boundary Bend and Boort
(following the purchase of the Timbercorp Olive Assets).




                                                                                                  3
                                                                                                        12/11/2009




                              The company now

Bottling: an olive oil filling and packaging business at Corio.

Technical Advice and Laboratory Services: advisory services, covering all aspects of the industry
relating to project development, technical advice and applied research. The BBL Group also
owns and operates an olive oil laboratory located at Corio.

Marketing and Sales:The BBL Group is Australia’s largest marketer of Australian olive oil,
supplying branded, private label and bulk Australian olive oil to Australian customers. BBL
exports to a number of countries including the USA, Canada, China, Spain and Italy.

Today the BBL Group’s flagship retail brand, Cobram Estate, is the number one selling brand of
Australian grown EVOO by volume and value in a leading Australian supermarket with
approximately 41% market share by volume for the period 1 July 2009 through 15 September
2009 (Source: AZTEC scan data, 2009).




                          Location of Operations
                          Mildura
                                     Boundary Bend
                                    Wemen




                  Boort




                                                                   Port
      Corio                                                        Melbourne
                                     Lara                                                           8




                                                                                                                4
                                                                   12/11/2009




                          BBL Directors
Executive Directors
• Rob McGavin (Corporate)
• Paul Riordan (Operations)
• Leandro Ravetti (Technical)
• Tim Smith (Sales/Marketing)

Non-executive Directors
• Tim Jonas
• Craig Ball
• Jonathan West

                                                              9




                 Key BBL milestones
• 30 June 1999 First funds raised from investors (approx.
  $6m) to fund 200 ha of olives at Boundary Bend.
• May 2002 First commercial harvest (80,000 litres)
• May 2004 Official opening at Boundary Bend Estate of
  processing facility by Stefano de Pieri. Produced 668,000
  litres of oil.
• 1 November 2004: Commenced managing Boort olive
  Grove.
• June 2005 First Australian company to produce over 1
  million litres of oil.

                                                              10




                                                                           5
                                                                    12/11/2009




                 Key BBL milestones
• Effective 1 July 2005 BB consolidated all related entities
  into public unlisted company - Boundary Bend Limited.
• July 2005 BBL commenced marketing all the oil produced
  by the Timbercorp groves.
• September 2005 Commenced planting and managing for
  Timbercorp in the Boundary Bend region.
• December 2006 Purchased Cobram Estate retail brand.
• 23 April 2009 Timbercorp goes into voluntary
  administration
• 12 October 2009 BBL signs agreements to purchase
  Timbercorp Olive Assets
                                                               11




                    Awards
• October 2004 BBL won the Australian Olive Association
  inaugural “Olive Grove of the Year” award.
• September 2007 Victorian Government Agribusiness Exporter
  of the Year award.
• October 2007 NAB Agribusiness Award for Excellence in
  Export.
• November 2007 Australian Government Agribusiness Exporter
  of the Year award.
• 28 October 2009 Cobram Estate won Best Oil in Australia at
  National Olive Oil competition.
• 29 October 2009 NAB Agribusiness Awards – BBL won The
  Innovation in New and Emerging Industries award.
                                                               12




                                                                            6
                                                                                     12/11/2009




                       What did we purchase?
Boort Assets
1.      2,777 hectares (ha) of freehold planted olive grove (total area 4,814ha)
2.     15,439 megalitres (ML) of Permanent Water Rights (“PWR”)
3.     Olive processing plant (excellent modern plant, top 10 by capacity in the
      world)
4.     4.8 million litre (stainless steel) oil storage facility at Boort
5.     20ha of winegrapes
6.     500ha of plantable vacant land
7.     Numerous items of plant and equipment




                     What did we purchase?
 Boundary Bend Assets
 8.      3,235ha of freehold planted olive groves (total area 4,545ha) including:
        i.    2,393ha planted groves at Boundary Bend Estate (total area 3,085ha)
        ii.   842ha planted groves at Ryans in the Wemen area (total area 1,460ha)
 9.      10,732 ML of PWR including:
        i.    9,342 ML of PWR at Boundary Bend Estate
        ii.   1,390 ML of PWR at the Ryans property
 10. 6,817,220 shares in BBL (19.4% of BBL)
 11. The leasehold interests relating to the 520ha of planted groves owned
    by BBL and 3,545 ML of PWR.




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                                                                               12/11/2009




          On what Basis were the assets
          sold / Growers participation?
• Korda Mentha sold all the olive assets on an unencumbered basis (free
  from MIS).
• The court has determined that the Cash received from the sale of the
  olive assets will be held until the court decides how much money
  should go to the secured creditors (banks) and how much should go to
  MIS growers. This should be determined by the courts at a future
  date.
• Separate to any payment Growers may or may not get from the asset
  sale, BBL is offering Timbercorp MIS olive growers an entitlement to
  purchase shares in BBL (see BBL prospectus).
• Growers who do not subscribe for BBL shares through the prospectus
  will not become shareholders of BBL.

                                                                          15




            How is BBL funding the
        acquisition and working capital?

• Sale of water to a Victorian Super Fund for
  $49.25m then leasing it back from them
• Raising $12.5m to $25m in equity
• Increasing BBL core debt facility from $28.2m
  to $45m
• A seasonal harvest facility of $15m




                                                                                       8
                                                            12/11/2009




       Purpose of equity raising
BBL is seeking to raise $12.5 to $25m to fund:
• operating costs and capital expenditure
• purchase new harvesting equipment – to
  handle increased volumes of fruit
• upgrade the BBE processing plant – to handle
  increased volumes of fruit
• the acquisition of Timbercorp Olive Assets (if
  required)
                                                       17




          Key Investment Highlights
Robust asset base: Net assets of $30.2 m (30 June
2009). Timbercorp Olive Assets purchased for
$59.5m (replacement value of approx. $260m)

Strong growth: Almost 75% of the Groves are yet
to reach full maturity. 42% are 3 years old or less.

Vertical integration: Fully vertically integrated
Extra Virgin olive oil business

                                                       18




                                                                    9
                                                              12/11/2009




           Key Investment Highlights
Economies of scale: two of the world’s largest single
estate olive groves

Marketing: through ‘Cobram Estate’ brand, bulk oil
and private label supply, BBL currently markets 50% of
Australia’s production

Knowledge of the assets: managed Boundary Bend
Groves since inception and Boort Groves since late
2004
                                                         19




         Domestic Production / Imports




                                                                     10
                                                      12/11/2009




Global Production and Consumption




      Age profile of Groves
                          •   48% of the BBL
                              Group’s olive groves
                              are 4 years old or
                              less.

                          •   Fixed costs are
                              expected to remain
                              fairly constant, but
                              the yield will
                              continue to increase
                              until the groves
                              reach their optimal
                              level

                          •   The trees remain at
                              this optimal level of
                              production for
                              approximately 12 to
                              22 years




                                                             11
                                                                                         12/11/2009




                        Yield Evolution




    •   42% of the BBL Group’s groves are 3 years old or less

    •   Therefore, yield will continue to increase for the next 4 to 5
        years




                      Historical Prices




•   Global olive oil prices exhibit a high degree of volatility associated with supply
    and demand dynamics and global macroeconomic activity. Spain, as the largest
    producer of olive oil, is effectively the price setter in the global market.




                                                                                                12
                                                                                                              12/11/2009




                Historical Profit and Loss
                                                                                     2009           2008
                                                                                       ($)            ($)
Sales revenue                                                                  39,359,759     33,651,641
Other income                                                                    8,456,170      8,813,911
                                                                               47,815,929     42,465,552
Cost of sales                                                                (33,654,154)    (25,513,571)
Distribution, marketing, occupancy, administrative and other expenses          (8,365,488)    (8,756,633)
Fair value adjustment to biological assets                                     (9,585,580)
Impairment of non-current assets                                             (13,152,278)

Finance costs                                                                  (1,669,890)    (2,136,161)
                                                                             (66,427,390)    (36,406,365)
Profit/(loss) before income tax expense                                      (18,611,461)      6,059,187
Income tax (expense)/benefit                                                    (387,425)     (1,186,992)
Profit/(loss) from continuing operations                                     (18,998,886)      4,872,195

Net loss attributable to minority interests                                       (69,117)                -
(Net profit/(loss) attributable to the members of the parent)                (18,929,769)      4,872,195




         Historical Profit and Loss normalised
                                                                                   2009           2008
                                                                                     ($)            ($)
Normalisation Adjustments
Profit/(loss) before income tax expense                                     (18,611,461)     6,059,187
add back Timbercorp related losses                                      1     2,194,163               -
add back fair value adjustment to biological assets                     2     9,585,580               -
add back impairment of non-current assets                               3    13,152,278               -
(Normalised Profit / (loss) before income tax expense)                        6,320,560      6,059,187




  1. $2,194,163 relates to the Timbercorp collapse and resultant bad debts and nursery
     tree obsolescence write-downs.
  2. The fair value of the olive groves was assessed by an independent valuer as at June
     2009. The olive groves were valued at $2,156,266 (FY08: $11,741,846), leading to a
     fair value adjustment of $9,585,580
  3. Goodwill and other impairments of $13,152,278 predominately relating to the
     Timbercorp collapse (see next slide)




                                                                                                                     13
                                                                                  12/11/2009




                   Forecast Profit and Loss
                                                                  FY2010
                                                                  ($’000)
   Sales and other revenue                                         54,541
   Fair value adjustment to biological assets                      10,999
                                                                   65,540
   Cost of sales                                                  (45,316)
   Distribution, marketing, occupancy, administrative and other    (9,879)
   expenses
                                                                  (55,195)
   Profit/(loss) before income interest and tax expense            10,345


   Finance costs                                                   (3,729)
   Profit/(loss) before income tax expense                          6,616
   Income tax (expense)/ benefit                                   (1,745)
   Profit/(loss) from continuing operations                         4,871




                   Key Assumptions to the
                          Forecast
• Sale of approximately 9 million litres of olive oil
• The 2010 crop is forecast to produce approximately 9,700,000
  litres of olive oil
• Price of $4.46 per litre (net of point-of-sale costs) used to
  calculate the fair value of the 2010 crop
• Direct costs associated with the Groves based on historical
  experience and expected future costs
• Average interest cost of 8%
• 55% of permanent water entitlements are available and a
  temporary water price of $250 per ML (see next slide)


                                                                             28




                                                                                         14
                                                                                                       12/11/2009




                      Key Assumptions to the
                         Forecast - Water
• The Groves will require approximately 32,250 ML for the
  year to 30 June 2010
• BBL will receive the benefit of owning or leasing
  approximately 29,700 ML of PWR (subject to the PWR
  allocation)
• Shortfall to be purchased from the temporary market
• BBL estimates that is will receive a PWR allocation of 55%
  and will pay on average $250 per ML of temporary water
  for the 2009/2010 water season


                                                                                                  29




                    Sensitivity Analysis
Change in the oil price used in 2010 crop fair value (EBIT impact for the Forecast Period)
• increase by 10% + $4,349,000
• decrease by 10% - $4,349,000

Change in the oil yield (EBIT impact for the Forecast Period)
• increase by 10% + $4,349,000
• decrease by 10% - $4,349,000

Change in PWR allocations (EBIT impact for the Forecast Period) (using a base PWR allocation of
   55%)
• increase by 10% (i.e. allocation of 65%) + $743,000
• decrease by 10% (i.e. allocation of 45%) - $743,000

Change in temporary water price (EBIT impact for the Forecast Period) (using a base temporary
price of $250 per ML)
• increase by 10% - $398,000
• decrease by 10% + $398,000




                                                                                                              15
                                                                      12/11/2009




                   Capital structure
• As at the date of this Prospectus the Company has 35,214,850
  Shares on issue and a total of 1.25 million Options.
• Timbercorp currently owns 6,817,220 Shares representing
  19.4% of the share capital of the Company. These shares form
  part of the assets being purchased and at settlement these
  shares will be cancelled.
• Following the buyback of the Timbercorp shares and if the
  Company raises the maximum amount of $25 million under
  this Prospectus it will have a total of 47,628,399 Shares on
  issue.


                                                                 31




              Directors’ interests in Shares
                   (pre capital raising)
 Name                                             Shares
 Rob McGavin                                    7,784,241
 Paul Riordan                                   6,109,118
 Leandro Ravetti                                 624,764
 Tim Smith                                       103,846
 Tim Jonas                                       608,204
 Craig Ball                                      205,062
 Jonathan West                                         0




                                                                 32




                                                                             16
                                                                                             12/11/2009




                          Risk Summary
The following table sets out a summary of the key risks associated with
investing in the Company. This list of risks is not exhaustive. Full details of
each of these risks tabled below are in Section 13 of the Prospectus.


 Risk                     Risk Area
 Risks specific to the    •   Water availability and water cost
 operations               •   Physical risks including fire, insect infestation, disease,
                              frost, flood, hail, storm damage
                          •   wind damage and other acts of God
                          •   Reliance on key personnel and employees
                          •   Environmental risks and regulations
                          •   Risk of adverse climatic conditions
                          •   Risk of movements in the price of olive oil and foreign
                              exchange rates
                          •   Risk of losing key customer contracts within Australia or in
                              export markets
                          •   Risk in adverse changes in standards for EVOO




                              Risk Summary
  Risk                    Risk Area
  Risks associated with   •   Risk of not having sufficient funds for future
  the capital structure       capital requirements
                          •   Risk of breaching debt covenants
  Risks associated with   •   Risk of conditions precedent in the SPDs not being
  the completion of           satisfied or waived
  the Timbercorp Olive
  Assets Acquisition

  General Risks           •   Risk of adverse change in general economic and
                              market conditions including interest rates
                          •   Risk associated with investment in equity market
                              securities
                          •   Risk of changes to legislative, government policy
                              and approvals
                          •   Litigation risk
                          •   Risk of inadequate insurance




                                                                                                    17
                                                                                                                   12/11/2009




                                    The Offer
                                                              Minimum               Maximum
                                                               Amount                Amount
Offer price per share                                                 $1.30                 $1.30

Shares offered under this Prospectus                          9,615,385            19,230,769

Shares on issue following the offer                         38,013,015             47,628,399

Market Capitalisation at Offer price                      $49,416,919             $61,916,919
Financials                                                        FY 10                     FY 10
                                                              (forecast)                (forecast)
NPAT                                                        $4,871,000             $4,871,000
EPS                                                         12.81 cents            10.23 cents

                                                                                                              35




                   Grower Priority Entitlement
                                                     Grove Lots
                                                      for each         Allocation per
Timbercorp         Net Operating                    Timbercorp          Timbercorp        Allocation per
Olive Project       Cashflows       % of Total      Olive Project      Olive Project        Grove Lot
                         $                                #                  $                  $
   2000 Private
          Offer        24,060,883            9.0%            1,448            2,250,000          1,553.87
           2001        60,872,232          22.7%              3,919           5,675,000          1,448.07
           2002        28,017,343          10.4%              1,870           2,600,000          1,390.37

2002 (Post June)        9,603,080            3.6%              717             900,000           1,255.23

           2003        33,146,847          12.4%              2,153           3,100,000          1,439.85

2003 (Post June)        4,777,569            1.8%              350             450,000           1,285.71

           2004         8,277,208            3.1%              623             775,000           1,243.98
           2006        28,115,936          10.5%              2,795           2,625,000              939.18
           2007        20,175,098            7.5%            2,440            1,875,000              768.44

2007 (Post June)        4,374,001            1.6%              558             400,000               716.85
           2008        46,959,831          17.4%              7,028           4,350,000              618.95

           Total      268,380,028         100.0%            23,901         25,000,000




                                                                                                                          18
                                                                              12/11/2009




                        The Shortfall
• Growers who do not wish to take up any
  portion of their Entitlement are not required
  to take any action
• Entitlements not taken up will form part of the
  Shortfall
• Growers or Other Investors may apply for the
  Shortfall, which will be allocated by the Board
  at its discretion

                                                                         37




                   Where to get your
                   Entitlement Form
1.   Apply online at www.boundarybend.com
2.   Call the Share Registry and ask for your personalised Entitlement
     to be emailed to you with a copy of the Prospectus

To received your entitlement you will need to provide the details of
your Timbercorp Olive Project, including your Grower ID, the
Investment Name and your postcode.

Should you not have your Grower ID number please email
melb@timbercorp.com.au, and provide the following information:
1. Name of your entity that held the Timbercorp Olive Project MIS
    investment as at 23 April 2009
2. Address of Investment entity and
3. The name of your financial planner/adviser (if applicable)

                                                                         38




                                                                                     19
                                                                     12/11/2009




                          Contact Details
BOUNDARY BEND LIMITED
C/- Link Market Services Limited,
Reply Paid 3560,
Sydney, NSW, 2001

SHARE REGISTRY
Link Market Services
1800 622 202 (within Australia) or
+61 2 8280 7694 (from outside Australia)
between the hours of 9.00am and 5.00pm (EDST)
Monday to Friday during the offer period

                                                                39




                               Timetable
       Event                                Date
       Record Date for determining Grower   23 April 2009
       Entitlements
       Lodgement of Prospectus with ASIC    13 November 2009

       Closing Date of Offer                18 December 2009

       Despatch date/Shares entered into    24 December 2009
       shareholders security holdings


The Prospectus contains information relevant to a decision to
invest in Shares and you should read the entire Prospectus
carefully before applying for Shares. If in doubt, you should
consult your accountant, lawyer, stockbroker or other
professional adviser.
                                                                40




                                                                            20
                                                      12/11/2009




                  How to Apply

1. Visit our website www.boundarybend.com
2. Read the prospectus and if satisfied with the
   investment;
3. Apply for shares
    •   Complete on-line application and payment OR
    •   Call the Share register on 1800 622 202


• APPLICATIONS CLOSE 5.00PM 18 DEC 2009




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