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					     Prospectus
                                        Cascades Capital Limited                                                       ACN 117 188 502

       Fixed Rate Development Preference Shares Secured by Second Mortgage


 views are magical...




                                                                                                         Developed by: Cascades Vista Pty Ltd    ACN 107 450 975


                                       ...and forever


                                       On Offer
                                       • 1,500,000 Development Preference Shares at $1 per share raising
                                         $1,500,000 secured by a Second Mortgage held by Huntley
                                         Custodians Limited as Trustee with such Second Mortgage
                                         ranking behind a First Mortgage Construction Financier
                                       • Cash management trust account interest earned from the date of
                                         cleared application funds invested until Drawdown will be paid at
                                         Drawdown
                                       • Return of 18% per annum unfranked dividend (akin to Interest
                                         for taxation purposes) on invested capital from Drawdown, with
                                         8% per annum paid monthly and 10% per annum deferred until
                                         repayment of the Development Preference Shares or maturity,
                                         whichever is earlier
                                       • Interest paid by the developer to Cascades Capital Limited
                                         enables the monthly and deferred unfranked dividends to be paid
                                         out of profits as required by Section 254T of the Corporations Act
                                         2001
                                        • Development Preference Shares to be redeemed or subject to
                                          buy-back no later than 18 months from Drawdown or earlier upon
                                          redemption
                                            The above is a summary only - You must read the whole Prospectus before investing in
                                            this product
                                                                      www.CascadesOnTheLake.info



This is a replacement Prospectus dated                                 Financial Group (Australia) Limited
16 December 2005 and lodged with the
ASIC on 16 December 2005. It replaces a                Authorised Intermediary for the Offer:
Prospectus dated 7 December 2005 relating              Axis Financial Group (Australia) Limited-
to Development Preference Shares lodged                Royal Exchange Building, Pitt Street, Sydney                            Construction finance facilitation:
with ASIC on the 7th December 2005.                    Australian Financial Services Licence Number 238168                     OzzyConnect Limited
Definitions
Applicant means a person or entity who submits an Application Form.          Lot Contract means the contract to purchase a Retreat Villa or Villa or
Application Form or Form means the form for the subscription of              Resort Apartment or Apartment in Cascades On The Lake.
Development Preference Shares attached to this Prospectus.                   Lot Presale(s) or Presale(s) means a contract(s) for the sale of a Lot(s)
ASIC means Australian Securities and Investments Commission.                 (or by way of a third party purchase option) in Cascades On The Lake in
Authorised Intermediary means Axis Financial Group whereby Offers            respect of which there is no condition(s) to be satisfied by the purchaser
under this Prospectus will be made pursuant to an arrangement between        (including not subject to finance), but include conditions to be satisfied
Cascades Capital Limited and the holder of an Australian Financial           by Cascades Vista Pty Ltd including completion of construction and
Services Licence pursuant to Section 911A(2)(b) of the Corporations Act.     registration of plans.
Axis Financial Group (Australia) Limited or Axis Financial Group means       Month means a calendar month.
Axis Financial Group (Australia) Limited ABN 32 006 711 995 Australian
                                                                             Offer means an offer to subscribe for Development Preference Shares
Financial Services Licence Number 238 168.
                                                                             made under this Prospectus.
Cascades Capital Limited means Cascades Capital Limited ACN 117
188 502                                                                      Project means the development and construction of Cascades On The
                                                                             Lake.
Cascades Vista Pty Ltd means Cascades Vista Pty Ltd ACN 107 450 975
                                                                             Prospectus means this Prospectus.
Cascades Cairns Pty Ltd means Cascades Cairns Pty Ltd ACN 112
289 317                                                                      Purchase Price means the aggregate of the issue price for the
Cascades On The Lake or Cascades means the name by which the                 Development Preference Shares and the arrears of dividends in respect
Project is to be named and marketed.                                         of dividend entitlements (whether declared or not) of the Development
                                                                             Preference Shares as at the date of exercise of the Put Option.
Contract Price means the price payable under a Lot Contract for the
purchase of a Lot.                                                           Put Option means the option granted by the Trustee to a Development
Development Approval means the approval from the Atherton Shire              Preference Shareholder, in which the Trustee agrees to acquire the
Council for the development of the Project                                   Development Preference Shares for the Purchase Price upon the terms
                                                                             and conditions set out in the Security Trust Deed.
Development Preference Shares/ Preference Shares means the
Redeemable Preference Shares offered pursuant to this Prospectus.            Put Option Indemnity means the indemnity given by Cascades Capital
Development Preference Shareholder(s) means an Applicant whose               Limited to the Trustee indemnifying the Trustee against any cost, loss,
Application Form has been accepted and who has paid the Subscription,        liability, damage or expense suffered or incurred by the Trustee as a
after Minimum Subscription is achieved, Drawdown occurred and                result of or in connection with the grant or exercise of the Put Option, any
Development Preference Shares are issued.                                    action required to be taken by the Trustee or determined by the Trustee
Drawdown means the date the subscribed funds are drawn down                  to be necessary or desirable to give effect to the exercise of a Put Option
by Cascades Capital Limited and immediately provided as a loan to            including, without limitation, payment of the Purchase Price, the Put
Cascades Vista Pty Ltd for the Project.                                      Option Indemnity and any other matter ancillary to or in any other way
First Charge or First Company Charge means the first fixed and floating      related to a Put Option.
charge to be held by the Trustee over Cascades Capital Limited ACN           Quantity Surveyor means WT Partnership Quantity Surveyors
117 188 502 as created in the Security Trust Deed to be entered prior to     Resort Apartment or Apartment means a Lot in Cascades On The Lake.
Drawdown.
                                                                             Retreat Villa or Villa means a Lot in Cascades On The Lake.
First Mortgage Construction Financier means the financier providing
First Mortgage Construction Funds.                                           Return(s) (payable as an unfranked dividend and akin to interest for
First Mortgage Construction Finance or Funds means finance or funds          taxation purposes (hereinafter referred to as Interest) ) means the moneys
provided by the First Mortgage Construction Financier.                       received by Investors as calculated in Section 7.5.
Formal Offer to Fund means a written offer to provide First Mortgage         Second Charge or Second Company Charge means the second ranked
Construction Finance from a known financier experienced at construction      fixed and floating charge to be held by the Trustee over Cascades Vista
finance where such offer prior to first draw of funds may contain first      Pty Ltd ACN 107 450 975 as created in the Security Trust Deed to be
mortgage finance preconditions which generally accompany a first             entered prior to Drawdown.
mortgage construction offer to fund.
                                                                             Second Mortgage means the second ranked mortgage over the Land to
Guaranteed Maximum Price means the guaranteed maximum                        be entered between Cascades Vista Pty Ltd and the Trustee as created in
construction contract price entered into by a construction contractor with   the Trust Deed, to be entered prior to Drawdown.
Cascades Vista Pty Ltd. This price excludes GST however includes a
development contingency. Factors such as design changes by Cascades          Security Trust Deed means the deed to be entered between Cascades
Vista Pty Ltd will not be covered by the Guaranteed Maximum Price.           Vista Pty Ltd, Cascades Capital Limited and the Trustee prior to Drawdown.
Interest means the unfranked dividend paid on the Development                Further details on the Security Trust Deed are set out in section 14.
Preference Shares and akin to interest for taxation purposes.                Share Certificate means a certificate issued by Cascades Capital
Investor or Investors means a party or entity subscribing to Development     Limited.
Preference Shares and following Drawdown are issued with a Share             Subscription means the sum invested in the Development Preference
Certificate.                                                                 Shares by an Investor as shown on the Application Form being a minimum
Land or Site means the land owned by Cascades Vista Pty Ltd on which         amount of $10,000 and increased by increments of $1,000.
the Project is to be located and described as Lot 28 on Title Plan 154466    Subscribed Funds or Funds means the amount raised pursuant to this
Scheme Edgewater Tinaroo Community Titles Scheme 31506 County
                                                                             Offer.
Nares Parish East Barron Title Reference 50446391 of 3.417 ha being
34,170 sqm                                                                   Trust Deed means the deed entered into between Cascades Capital
Loan Agreement means the loan agreement to be entered on or                  Limited and the Trustee appointing the Trustee to hold the Second
about the date of this Prospectus between Cascades Vista Pty Ltd and         Mortgage and Company Charges on behalf of the Development Preference
Cascades Capital Limited.                                                    Shareholders.
Lot/s means a Retreat Villa or Villa or Resort Apartment or Apartment in     Trustee means Huntley Custodians Limited ABN 53 082 237 241, the
Cascades On The Lake.                                                        entity acting as Trustee for the Development Preference Shareholders.
Important Notice                                                               Contents
This is a Replacement Prospectus dated 16th December 2005, which
was lodged with the Australian Securities & Investments Commission             Definitions                    Inside Cover
(ASIC) on the 16th December 2005. It replaces a Prospectus dated               Important Notice                          1
7th December 2005 lodged with Australian Securities & Investments
Commission (ASIC) on the 7th December 2005. ASIC takes no                      Directors’ Letter                         2
responsibility for the contents of this Prospectus. No securities will
be allotted or issued on the basis of this Prospectus later than 7th           Overview Diagrammatically                 3
December 2006. No person is authorised to give any information or to
make any representation in connection with the Offer described in this         Highlights of the Offer                   4
Prospectus which is not contained in this Prospectus.                          Key Indicative Date Overview              5
The Prospectus contains important information and you are advised to
read it carefully and in its entirety before deciding to invest. You may       Key Financial and Security Overview       6
wish to consult your financial adviser about its contents. Investors
participating in this Offer should be aware of the risks associated with       Sales and Marketing Overview              7
property development. Refer to Section 13 for further details of the risks     Risk Overview                             7
of the investment. Returning the Application Form with your payment
will constitute an agreement to subscribe for Development Preference            1 Development Plans                      8
Shares.
The Development Preference Shares are likely to be not liquid because           2 Cairns Highlands and the
it is unlikely there will be a secondary market for the Development               Development                           10
Preference Shares. Investors in the Development Preference Shares have          3 Directors and Management              14
no right to require their Development Preference Shares to be redeemed.
Neither Cascades Capital Limited nor any person, firm or corporation            4 Valuation                             16
associated with Cascades Capital Limited guarantees, warrants or
underwrites any income distributions, taxation deductions, capital              5 Development Approval Report           20
invested or the performance of Cascades Capital Limited or the                  6 Your Questions Answered               21
Development Preference Shares other than those guarantees described
in the Prospectus.                                                              7 Details of the Offer                  23
Treatment of Overseas Applicants
                                                                                8 Legal Report                          28
Applicants resident in countries outside Australia should consult their
professional advisers as to whether any formalities need to be observed         9 Quantity Surveyor Report              29
to enable them to apply for Development Preference Shares.
                                                                               10 Cash Flow and
Restrictions on the Distribution of the Prospectus
                                                                                  Financial Information                 31
The distribution of this Prospectus outside of Australia may be restricted
by law.                                                                        11 Investigating Accountants Report 36
Huntley Custodians as Trustee                                                  12 Taxation Report                       42
Huntley Custodians Limited’s (ABN 53 082 237 241) role in relation to
this Prospectus has been limited to reviewing the Prospectus to ensure         13 Risk Factors                          45
its provisions are not inconsistent with the Trust Deed. The Trustee takes
no responsibility for any other parts of this Prospectus and has not           14 Summary of
caused its issue. The Trustee makes no representation concerning the              Significant Documents                 48
performance of the Development Preference Shares.
                                                                               15 Terms of Trust Deed, Company
Axis Financial Group (Australia) Limited as Authorised Intermediary               Charge and Mortgage                   50
Offers under this Prospectus will be made pursuant to an arrangement
between Cascades Capital Limited and the holder of an Australian               16 The Property Maximiser® Facility      52
Financial Services Licence pursuant to Section 911A(2)(b) of the
Corporations Act. Cascades Capital Limited will only authorise the             17 Additional Information                54
holder of an Australian Financial Services Licence to make offers to           Directors’ Statement                     56
people to arrange the issue of Development Preference Shares by
Cascades Capital Limited under the Prospectus and Cascades Capital             The Property Maximiser® Facility
Limited will only issue Development Preference Shares in accordance            Time Line Example                        56
with such offers if they are accepted. Cascades Capital Limited will
forward all Application Forms to Axis Financial Group who will deal with       Development Preference Shares
the applications pursuant to this Prospectus. Any Application Forms            Application Form                         57
received which do not bear the holder of an Australian Financial Services
Licence stamp will be forwarded to Axis Financial Group or another             Guide to the Application Form            58
holder of an Australian Financial Services Licence for initial processing.
                                                                               Villa / Apartment Register of Interest   59
The function performed by Axis Financial Group should not be
considered as an endorsement of the offer nor a recommendation of              Guide to the Villa / Apartment
the suitability of the offer for any Investor. Axis Financial Group does not   Register of Interest                     60
guarantee the success or performance of Cascades Capital Limited or
the Returns, if any, to be received by Investors.                              Corporate Directory       Inside Back Cover
Neither Axis Financial Group nor any other holder of an Australian             Contact Details                 Back Cover
Financial Services Licence is responsible for or caused the issue of this
Prospectus.


                                                                                                                             1
    Directors’ Letter
    5 December 2005
    Dear Investor
    We are delighted to present the Cascades Capital Limited Prospectus and introduce you to Cascades Vista Pty Ltd
    the developer of Cascades On the Lake. Cascades On the Lake comprises 24 Retreat Villas and Resort Apartments,
    a managers Apartment and central facilities, located on the Cairns Highlands (Atherton Tablelands) and on the shores
    of Lake Tinaroo, an hours drive west of Cairns, North Queensland. This Prospectus, raising a minimum subscription of
    $1,200,000 with oversubscriptions to raise up to an additional $600,000, offers an opportunity for Investors to invest
    in this development by way of Development Preference Shares with all funds raised provided as a loan to Cascades
    Vista Pty Ltd, the development company, to undertake the development of Cascades On the Lake. After the drawdown
    of the First Mortgage Construction Funds, the interests of the Development Preference Shareholders subscribing for
    Development Preference Shares will be secured by a registered Second Mortgage over the Land and registered Second
    Company Charge over all assets of Cascades Vista Pty Ltd. The Second Mortgage and Second Company Charge will be
    held by Huntley Custodians as trustee. The security will be first ranking immediately after the First Mortgage Construction
    Financer has been repaid. A registered First Company Charge over all of the assets of Cascades Capital Limited will be
    held by the Trustee at all times.
    As the Development Preference Shares will be treated as a debt instrument for taxation purposes, Cascades Capital
    Limited will pass on all Returns to you as an unfranked dividend (akin to Interest for taxation purposes), with each
    Investor then being responsible for their individual taxation consequences.
    The Directors would like to highlight that a fundamental strength of the investment is the expected precondition that no
    less than 12 presales by number of the 24 Retreat Villas and Resort Apartments will be required by the First Mortgage
    Construction Financier. This ensures market acceptance and underwrites sales and financial security for Cascades Capital
    Limited. No funds are drawn down on funds raised pursuant to this Offer until this and other preconditions are met.
    The Directors of Cascades Capital Limited believe that the Development Preference Shares, with an 18% per annum
    Return from Drawdown to redemption, offers Investors an attractive Return on their invested capital with ‘checks and
    balances’ in place to provide Investor security and comfort. Of the 18% per annum Return, 8% per annum will be paid
    monthly in arrears which ensures those Investors seeking a regular income are satisfied. The balance lump sum of 10%
    per annum is deferred and payable upon redemption or buyback of the Development Preference Shares. The Loan
    Agreement between Cascades Capital Limited and Cascades Vista Pty Ltd obliges Cascades Vista Pty Ltd to pay the
    above equivalent interest to Cascades Capital Limited, which will then be paid to Development Preference Shareholders.
    It is expected that the Development Preference Shares will be redeemed or bought back by Cascades Capital Limited in
    approximately 12 months.
    Cascades On The Lake is located on the Cairns Highlands (Atherton Tablelands) and has full approval to develop the
    25 Retreat Villas and Resort Apartments (which includes the managers apartment) along with the central and related
    facilities. The site area is 3.417 hectares and the Land has been purchased by Cascades Vista Pty Ltd at the date of this
    prospectus. The development is very well located on the shores of Lake Tinaroo with Cascades On The Lake intended to
    be a managed resort complex for the use of owners and guests alike. It has pristine views over the lake, forests and farm
    lands. Cairns is an hours drive away from Cascades on the Lake with Cairns renowned as a national and international
    tourist destination. The benefits of the lower temperatures and humidity of the tablelands (and its beauty) is very attractive
    to tourists, locals, Cairns residents and Far North Queensland residents.
    While offering you the benefit of an attractive Return on your invested capital, security of your investment is paramount.
    Hence the following preconditions must be certified by the directors of Cascades Vista Pty Ltd to Cascades Capital
    Limited prior to the Development Preference Share funds being drawn down.
    • First Mortgage Construction Funds covered by no less than 12 presales of the Retreat Villas and Resort Apartments
    • Development Approval (which has already been attained)
    • All required First Mortgage Construction Funds for the development secured to ensure completion of Cascades On
      The Lake
    • A signed civil construction contract for the Guaranteed Maximum Price of no more than $5,430,000
    We commend this Prospectus to you and look forward to welcoming you as an Investor.
    Yours faithfully




    Timothy Wright - Chairman



Overview Diagrammatically

                         Cascades Capital Limited issues Development Preference Shares and
                         loans subscription moneys to Cascades Vista Pty Ltd. Cascades Vista
                           Pty Ltd required to pay 8% pa paid monthly and 10% pa deferred
                           interest plus administration costs and repays loan no later than 18
                                                 months after drawdown




                                                  Subscription Moneys
  Cascades Capital
                                                                                                         Investors
      Limited                              Pays Interest and Repays Capital




                         First Company Charge
                                                                                Trustee
                         over Cascades Capital
                                 Limited


  Loan



                                                 Huntley Custodians
                                                       Limited                             Huntley Custodians Limited act as
            Pays all                                                                       Trustee for the Investors and holds
          interest and                                                                     the Second Mortgage and Second
          repays loan
                                                                                           Company Charge on all the assets
                                                                                           of Cascades Vista Pty Ltd and First
                              Second Mortgage                                               Company Charge over Cascades
                             on Land and Second                                                      Capital Limited
                            Company Charge over
                            Cascades Vista Pty Ltd




  Cascades Vista                                  First Mortgage Loan                               First Mortgage
     Pty Ltd                                                                                     Construction Financier
                                               Repays First Mortgage
                                           Construction Funds plus Interest




                          Cascades Vista Pty Ltd enters into a Loan Agreement with Cascades
                           Capital Limited and agrees to utilise the subscription moneys along
                         with First Mortgage Construction Funds to undertake the development.
                             The Trustee holds the Second Mortgage and Second Company
                           Charge over the assets of Cascades Vista Pty Ltd on behalf of the
                                                        Investors



                                                                                                                                 
    Highlights of the Offer
    The Development                                         rate of Return of 18% per annum on invested capital
                                                            commencing at Drawdown with the Purchase Price
    Cascades Capital Limited, the issuer of this
                                                            being secured by the Second Mortgage and Second
    Prospectus, is using the funds raised to provide
                                                            Company Charge.
    a loan to Cascades Vista Pty Ltd to undertake
    the development and sale of Cascades On The             The 18% per annum comprises 8% per annum paid
    Lake, located on the Cairns Highlands (Atherton         monthly in arrears and the balance lump sum of 10%
    Tablelands). Cascades will offer a range of product     per annum deferred and payable upon redemption of
    being 9 two bedroom Retreat Villas, 8 one bedroom       the Development Preference Shares.
    Retreat Villas and 8 dual key Resort Apartments. In     Worked example: If $10,000 invested in Development
    addition central facilities will be constructed along   Preference Shares and the same are redeemed or
    with boat and storage sheds. There will be a balance    bought back by Cascades Capital Limited 12 months
    of land for future development. Cascades Vista Pty      after Drawdown the holder will receive a total Return
    Ltd purchased the Land for the Project in September     of $1,800 paid by 12 monthly payments of $66.67
    2005 using first mortgage finance from the Bank of      plus a final payment of $1,000.
    Queensland.
                                                            Being a share issue with specific payment and
    Subscriptions                                           repayment criteria, from a taxation perspective it is a
                                                            financing arrangement and hence treated as a debt
    Cascades Capital Limited is a sole purpose public       instrument. This enables payments to be made to
    company incorporated to provide loan funds to           Investors as an unfranked dividend (akin to Interest
    Cascades Vista Pty Ltd, a sole purpose public           for taxation purposes).
    company incorporated to undertake the Cascades
    development. Total capital being raised is between      Prior to Drawdown Cascades Capital Limited will
    $1,200,000 and $1,800,000; being minimum                invest application moneys into a cash management
    subscription of 1,200,000 Development Preference        trust account with interest earned from such
    Shares at $1.00 per Share, and over subscriptions of    investment (less costs of the account) paid to
    up to an additional $600,000 to raise $1,800,000.       Investors.

    Returns                                                 Exit Strategy
    Opportunity to invest into Cascades Capital Limited     The exit strategy for the Project is the sale of assets
    by way of Development Preference Shares at a fixed      of Cascades Vista Pty Ltd (the Lots) within the term




4
of the Development Preference Shares, being no                               Trustee will also hold a registered First Company
later than 18 months from the date of Drawdown.                              Charge on Cascades Capital Limited at all times.
Cascades Vista Pty Ltd also reserves the right to
                                                                             It is expected that the First Mortgage Construction
finance its assets to repay Cascades Capital Limited
                                                                             Financier will not commence advancing funds for
and hence the Development Preference Shares.
                                                                             construction until the loan by Cascades Capital
The assets of Cascades Vista Pty Ltd will remain as                          Limited to Cascades Vista Pty Ltd is fully drawn.
Development Preference Shareholder security until
buyback of the Development Preference Shares.                                Preconditions
Cascades Capital Limited intends to redeem the                               Drawdown will not occur under the Loan Agreement
Development Preference Shares by way of a buy                                to be entered between Cascades Capital Limited
back of shares or a new share issue.                                         and Cascades Vista Pty Ltd until the following
                                                                             preconditions have been certified by the directors of
Security                                                                     Cascades Vista Pty Ltd to Cascades Capital Limited
                                                                             as having been attained.
The issue price of the Development Preference
Shares and the dividends payable thereon are                                 (a) Formal Offer to Fund to finance the construction
secured by the registered Second Mortgage to the
                                                                             (b) First Mortgage Construction Finance of $5.35
Trustee over the Land and the registered Second
                                                                                 million at maximum subscription to be covered by
Company Charge on all assets of Cascades Vista
                                                                                 no less than 12 presales.
Pty Ltd. The First Mortgage Construction Financier
will hold a registered first mortgage on the Land and                        (c) Development Approval (which has been obtained)
registered first company charge on Cascades Vista
                                                                             (d) A $5,430,000 Guaranteed Maximum Price
Pty Ltd, until discharged by sales revenue.
                                                                                 (excluding GST) secured through a signed
Following discharge of the First Mortgage                                        construction contract
Construction Financier the registered Second
Mortgage and registered Second Company Charge                                Directors
held by the Trustee will become a registered First
                                                                             The Directors are experienced in property acquisition
Mortgage and registered First Company Charge. The
                                                                             and development, construction, finance, legal,
                                                                             securities, sales and marketing.


                                 Note: All $ amounts in this Prospectus are AUD
              NOTE: Refer Details of the Offer Section 7.5 for calculation of interest and payments




Key Indicative Date Overview

 Development Approval Obtained .................................................................... May 2004
 Prospectus lodged with ASIC ......................................................................... December 2005
 Lot Presales completed .................................................................................. February 2006
 Commence civil construction ......................................................................... November 2005
 Commence building construction ................................................................... February 2006
 Complete construction .................................................................................... December 2006
 Settle Lot contracts progressively as titles issue ........................................... December 2006 / January 2007
 Development Preference Shares and Return repaid by no later than ............ February 2007



                                                                                                                                     5
    Key Financial and Security Overview
    (This is a summary only - Full details are in Section       $2,547,960 is projected to be available from
    10 in relation to the references below to forecasts         Cascades Vista Pty Ltd to repay the loan from
    including the assumptions and Section 15 in relation        Cascades Capital Limited which will be used to
    to the references to the security which you must            redeem or buyback the Development Preference
    read)                                                       Shares and pay the 10% per annum deferred
                                                                Interest (12 months of the 8% per annum
    • Cascades Capital Limited is providing loan funds
                                                                monthly payment to Investors is accounted for
      of $1,500,000 at maximum subscription and up to
                                                                in the requirement to fund the development with
      $1,800,000 with oversubscriptions to Cascades
                                                                $120,000 set aside by Cascades Vista Pty Ltd
      Vista Pty Ltd who will have an obligation to
                                                                from the Cascades Capital Limited loan by way of
      pay interest to Cascades Capital Limited (and
                                                                cash or bank facility to meet this 8% per annum
      ultimately the loan itself) to enable Cascades
                                                                monthly Interest).
      Capital Limited to meet the Interest payment
      obligations to the Development Preference              • The funds raised pursuant to this Offer will be
      Shareholders as described in this Prospectus.            used by Cascades Vista Pty Ltd to:
    • Gross forecast sales revenue of the 24 Retreat           • Partially repay the current first mortgage loan
      Villas and Resort Apartments (Lots) and the                  used to purchase the Land in September 2005
      managers Apartment for Cascades Vista Pty Ltd                prior to redraw of the first mortgage loan for
      is $8,115,000. In addition there is an asset value           construction.
      of $900,000 for the central facilities, management       • Meet development costs and expenses
      rights, boat and storage sheds and balance of                incurred to date
      land (with development approval). Hence total
                                                               • Meet the costs of this Offer
      sales and asset value is forecast at $9,015,000
                                                               • Balance of funds to be used for construction
    • The ‘on completion’ independent valuation                    and development
      (refer to Section 4) for the 25 Lots (including the
                                                             • The first mortgage for the Land purchase is
      managers Apartment), the management rights
                                                               currently held by Bank of Queensland. Prior to
      and the central facilities is $8,715,000. The
                                                               Drawdown Subscribed Funds will be held in a
      valuation of the residual land with development
                                                               bank account by Cascades Capital Limited. At
      approval is $300,000. On this basis the Gross
                                                               Drawdown the Trustee, Huntley Custodians,
      Realisation is $9,015,000. Cascades Vista Pty Ltd
                                                               will be granted the registered Second Mortgage
      purchased the Land from Edgewater Tinaroo Pty
                                                               on the Land and registered Second Company
      Ltd in September 2005 for $500,000 following an
                                                               Charge on Cascades Vista Pty Ltd on behalf of
      extended purchase contract (which was subject to
                                                               the Development Preference Shareholders. With
      development approval), with the Land now valued
                                                               provision of First Mortgage Construction Finance
      at $800,000 (valuation Section 4).
                                                               by the First Mortgage Construction Financier,
    • Net sales revenue and asset value after GST,             Huntley Custodians will continue to hold the
      sales commission and related selling costs is            registered Second Mortgage on the Land and
      forecast at $7,897,960.                                  registered Second Company Charge on Cascades
                                                               Vista Pty Ltd on behalf of the Development
    • Total development costs before interest is forecast
                                                               Preference Shareholders.
      at $6,425,000.
                                                             • Upon discharge of the First Mortgage
    • The requirement to fund the development will
                                                               Construction Finance from sales revenue, the
      consist of $1.5 million funds raised pursuant to
                                                               Second Mortgage held by the Trustee on the
      this Offer provided by Cascades Capital Limited
                                                               remaining Lots and all residual assets and
      as a loan to Cascades Vista Pty Ltd and $5.35
                                                               registered Second Company Charge on Cascades
      million (inclusive of capitalised interest) of First
                                                               Vista Pty Ltd will convert to a first mortgage and
      Mortgage Construction Finance, a total of $6.85
                                                               first company charge respectively.
      million.
    • After discharge of the $5.35 million First Mortgage
      Construction Finance and all construction and
      development costs of the Project, residual
      forecast net sales revenue and asset value of



Sales and Marketing Overview
• The Directors have instigated a comprehensive                 the resort management when not in use,
  sales and marketing program to achieve the Lot                and estimated 30% real estate investors and
  Presales at prices no less than stipulated in the             purchasers outside the local community.
  independent valuation as well as a continued
                                                            At the date of this Prospectus, prospective
  sales and marketing program to sell any residual
                                                            purchasers for no less than 8 of the Lots have
  balance of Lots and other assets as required.
                                                            been identified, with agreements to reserve a Villa
• The sale of 12 Lots are targeted to substantiate          / Apartment and sales contracts in the process of
  ‘saleability’ and to reduce mortgage risk to both         being negotiated.
  the Development Preference Shareholders and the
                                                            The sales and marketing campaign has been
  First Mortgage Construction Financier.
                                                            primarily undertaken by local real estate agents,
• The target market for Lot sales is estimated at           along with newspaper advertising, direct mail,
  70% short stay owners generally drawn from                investment sellers and web campaigns.
  the local community of Cairns and Far North
  Queensland seeking a holiday villa, which can
  then be earning an income when let through




                                                             Risk Overview
                                                            Risks are associated with property development
                                                            and Investors should be aware of the risks and seek
                                                            advice accordingly.
                                                            The Directors have adopted specific strategies to
                                                            mitigate risks and these include:
                                                            • Sales revenue risk mitigated by 12 Lot Presales of
                                                              the 24 Villas and Apartments and the managers
                                                              Apartment.
                                                            • Construction cost risk mitigated by obtaining a
                                                              Guaranteed Maximum Price via a signed civil
                                                              construction contract.
                                                            • Market risk mitigated by 12 Lot Presales whose
                                                              net realisation by value will cover approximately
                                                              65% of the First Mortgage Construction Finance.
                                                              Additional sales during construction and asset
                                                              refinance are expected to cover all the First
                                                              Mortgage Construction Finance as well as
                                                              provide funds for the repayment of the loan from
                                                              Cascades Capital Limited to Cascades Vista Pty
                                                              Ltd.
                                                            • Construction finance risk mitigated by a Formal
                                                              Offer to Fund.




                           Section 1 details specific risks and should be read in full.


                                                                                                                   7

    Artists Impression


                                                                                                              1 Development Plans




    See www.CascadesOnTheLake.info for details
    (Note this is an artists impression only and while every care has been taken may differ from the final)
    Site Plan




9
     2 Cairns Highlands and the Development
                  ...Cascades On The Lake - Cairns Highlands - Far North Queensland

     Cairns Highlands Overview
     • The Cairns and Atherton Tablelands (Cairns
       Highlands) region is one of the most sought after
       national and international destinations with over
       1,000,000 tourists visiting the region annually.
     • The Cairns Highlands just west of Cairns is a cool
       tropical environment for visitors and the locals
       alike and an escape from the summer heat and
       humidity of the coast. These attributes are fuelling
       increasing demand from local Cairns residents
       and tourists. The coastal community and visitors
       alike love to visit the Highlands charming
       townships.
     • A scenic one hour drive west of Cairns and
       situated between the Bellenden Ker Range and
       the Great Dividing Range the Cairns Highlands
       is regarded as one of Queensland’s best kept                      Cascades on the Lake
       secrets.
     • World Heritage listed rainforests, national parks,
       mountains, rivers, lakes and waterfalls, including
                                                                 the western edge of the Tablelands is the start of
       the deep blue waters of extinct volcano crater
                                                                 the Great Australian Outback with relatively short
       lakes, Lake Barrine and Lake Eacham, the
                                                                 drives to fascinating old mining towns, amazing
       ancient Bromfield swamp near Malanda and the
                                                                 caves and rugged landscapes. Within a couple
       Hypipamee National Park.
                                                                 of hour’s drive is the world-famous tourist draw-
                                                                 cards of Port Douglas and Mission Beach.
     Lake Tinaroo Overview
     • Cascades On the Lake is nestled on the south           Features of Cascades On The Lake
       eastern shores of Lake Tinaroo. Lake Tinaroo
                                                              • Designed for leisure and pleasure
       boasts spectacular scenery, waterfalls and a
       warm friendly atmosphere. All year round fresh         • Sensational water and mountain vistas
       water swimming, Barramundi fishing, Redclaw,           • Comfortable and intimate open plan Villas /
       water sports, bird watching, boat / canoe hire,          Apartments
       restaurants and accommodation make it the
       ideal central location to relax and explore this       • Spacious rural garden landscaping and water
       truly unique region. Lake Tinaroo has over 200km         features
       of shoreline, and is considered the jewel in the       • Lagoon - designer swimming pool / panoramic
       crown of the Cairns Highlands.                           gazebos
     • Lake Tinaroo is becoming an increasingly sought        • Central facilities to compliment the resort
       after holiday base. One of the great advantages          ambience
       of staying in the heart of the Cairns Highlands is
       that it makes the ideal tropical North Queensland      • Contemporary and quality elegant functional
       holiday base, as it’s not only an hours drive to         finishes throughout
       all the city-buzz of Cairns and the Great Barrier      • All the elements of luxury - spa baths, fireplaces,
       Reef but within an hours drive you’ll discover           bedroom views - a great investment
       fascinating rural villages literally ‘just down the
       road’ with abundant antiques and arts & crafts         • Mix of exclusive stand alone Retreat Villas and
       shopping, art galleries, weekend markets, steam          dual key investment Resort Apartments
       train rides, ballooning, sight-seeing, unique          • Each Retreat Villa also has its own exclusive use
       rainforest walks, extinct volcanos, local coffee         area
       & wine tasting, museums and much more... On



10
• Well planned architecturally designed buildings               3½ hectare site the 17 villas have been positioned
                                                                to ensure privacy for the guests while providing
• Huge common use area on the Cascades site
                                                                unsurpassed views to the lake and mountains
• Access to huge common use area on Edgewater                   beyond. At the top of the site are the two storey
                                                                dual key resort apartment buildings, with studios,
• Access to boat ramps and boat storage sheds
                                                                which offer further accommodation options for the
• Each Villa and Apartment will have it’s own secure            guests. Adjacent to these on the highest point of
  internal and external storage areas for owners                the site is the central facility building with its large
  personal belongings, sporting and recreational                deck overlooking the pool below and lake beyond.
  equipment.                                                    The light-weight vernacular created through the use
• Managed by Bel Vista Resorts and Residences a                 of multiple external cladding materials is consistent
  boutique residential resort operator                          throughout the buildings and is complimented by
                                                                the clean, modern style of the interiors. Car parking
• Bel Vista welcomes owners and short term guests               and vehicular movement is contained to behind the
  and all stays in between                                      dual key and central facility buildings to ensure the
• Enjoy your investment in paradise by staying in               experience and views are never comprised.“
  your residence at no charge and your return when
  not                                                           Indicative Lot Prices
• Full service available to owners as well as guests            The sale price summary and Lot prices below of
                                                                $8,715,000 are indicative selling prices as at the
Architects Statement                                            date of this Prospectus and are consistent with the
                                                                valuation. In addition, the residual land for future
Aaron Muller, Ferro Muller Architects                           development with development approval is valued at
“Nestled on the foreshore of Lake Tinaroo,                      $300,000. For the purposes of the Project Cash Flow
Cascades on the Lake comprises a collection of                  in Section 10 the valuation amount as per Section 4
highly articulated, contemporary buildings linked               has been used.
by pedestrian pathways and landscaping. The
freestanding one and two bedroom retreat villas
float just above the gently sloping ground on their
raised timber floor while the curved roof forms
create a striking architectural feature externally and
provide high cathedral ceilings internally. Within the


                                                                            Target                  Sale Price
Lot Description                                     Valuation               Sale Price              per Lot Average
9 two bedroom Retreat Villas                                $3,010,000               $3,010,000                $334,444
8 one bedroom Retreat Villas                                $2,405,000               $2,405,000                $300,625
7 dual key Resort and manager's Apartment                   $2,700,000               $2,700,000                $337,500
Value of central facility and boat sheds                        $150,000                 $150,000        Not applicable
Management rights                                               $450,000                 $450,000        Not applicable
Sub-total                                                   $8,715,000               $8,715,000
Residual development land with development
approval                                                        $300,000                 $300,000        Not applicable
Total Gross Realisation                                     $9,015,000               $9,015,000


For details on the development, price lists and floor plans see www.CascadesOnTheLake.info




                                                                                                                           11
     2 Cairns Highlands and the Development         cont'd


     One Bedroom Retreat Villa   Two Bedroom Retreat Villa




1
Dual Key Resort Apartment - Ground Floor




Dual Key Resort Apartment - First Floor




                                           1
     3 Directors and Management
     Timothy Wright - Chairman and CEO                        Lloyd John Dixon-Parrant E.D. - Director
     Timothy Wright is a specialist in financial strategy,    Lloyd Dixon-Parrant is a specialist in the
     financial analysis and packaging of debt and equity      development of accommodation complexes,
     transactions. He has acted on behalf of individuals,     carparking buildings and retirement homes
     corporations and governments both nationally and         throughout New Zealand.
     internationally, is the Managing Director of Union
                                                              He developed a chain of tourist accommodation
     Equities Pty Limited, CEO of OzzyConnect Limited
                                                              complexes which won an American Express
     and Chairman of the Australian Business Financial
                                                              Tourism Award. He was instrumental in introducing
     Exchange. As well as funding placement, he acts
                                                              Macquarie Bank in New Zealand to the opportunities
     as corporate strategist to various organisations, the
                                                              in carparking and has acted as a consultant and
     most recent being Boeing Australia during 2001
                                                              advisor to many property investors. He is a member
     concerning a major acquisition.
                                                              of the New Zealand Institute of Directors.
     Mr Wright’s experience in property and financial
                                                              Mr Dixon-Parrant’s experience in property
     affairs is international and diverse, including:
                                                              development and tourism is wide and diverse
     • Chairman of Dockside Venture Limited developing        including directorship in the following companies.
       Dockside Mildura at Mildura
                                                              • Knights Group Limited which undertakes various
     • Chairman of Laurel Park Vista Limited recently           developments in the accommodation sector.
       completing 11 villas in Toowoomba, Qld
                                                              • Arawa Manor Limited which specialises in land
     • Chairman of Sanctuary Vista Limited recently             development.
       completing 190 lot subdivision at Ipswich, Qld
                                                              • Parking New Zealand Limited which is a
     • Managing Director of Pinnacles Vista Limited             carparking management company.
       recently developing 27 apartments at Caloundra,
                                                              • Worldwide Housing Systems Ltd which is the
       Qld
                                                                distributor of Triboard Wall partitions throughout
     • Economic consultant for 2 years to the United            Australia.
       States government
                                                              • Multinational Property Infrastructure Ltd a
     • Australian economic consultant to the Israeli            company originally established by Macquarie
       Company Netafim for 2 years                              Bank to develop, construct and finance
                                                                carparking complexes.
     • Economic consultant to Metacorp Berhad from
       Malaysia                                               • LJ Parrant & Associates which is an architectural
                                                                design company specialising in the hotel and
     • Property consultant for 4 years to a Consolidated
                                                                multi-residential sectors.
       Press Holdings Limited company
                                                              Mr Dixon-Parrant is also a developer in his own right
     • Listing of Acquascan on the ASX
                                                              managing his own property development companies
     As well as financial consultancy and debt and equity     for the past 15 years which have completed an
     placement, current property projects include a major     Aviation College, residential developments and
     residential subdivision in Far North Queensland,         retirement home development. He has an extensive
     the Seascape and Diamond Waters residential and          knowledge of real estate and corporate affairs.
     golf developments at Hervey Bay and a Marina
     development at Hobart, Tasmania. Mr Wright is a           Mr Parrant will be responsible for overseeing
     Queenslander by origin, educated in Brisbane and          financial and management aspects generally and
     the University of New England, and has travelled the      reporting to both Cascades Capital Limited and
     world extensively on real estate and business affairs.    Cascades Vista Pty Ltd.

      Mr Wright will be responsible for corporate
      governance and overseeing financial and
      management aspects generally.




14
Russell Sparke - Director                               Gerard Batt - Director
Russell Sparke was admitted to the Supreme Court        Gerard Batt is a founding partner of Praeger Batt
of Queensland as a lawyer in 1990 after obtaining       Solicitors. Prior to attaining his Bachelor of Laws
his Bachelor of Laws from the Queensland Institute      from Bond University, Mr Batt was a surveyor in
of Technology. Following admission he gained            private practice. He has been involved in land related
extensive experience in litigation, commercial and      projects and developments for over 30 years. This
property law working for two of Brisbane’s oldest       experience combined with his legal knowledge
and most respected law firms. He then worked            allows him to provide Cascades Capital Limited with
as in-house counsel for one of Australia’s most         expertise in the areas of property and business law.
successful franchise businesses during a phase of       He specialises in:
rapid expansion where the company grew from little
                                                        • Property development
more than a dozen stores to more than 70 stores
nationwide. During this time he gained invaluable       • Town planning
business experience overseeing operations
                                                        • Project and construction financing
throughout Australia.
                                                        • Mining
Mr Sparke then started his own property
development company which has developed                 • Native Title
numerous residential projects in Queensland             • Infrastructure and management agreements
comprising subdivisions, houses and townhouses
as well as joint ventures involving medium and          Professional and Community Affiliations:
high density residential developments in some of        • Member of the Mining Council of Queensland
Brisbane’s most upmarket suburbs.
                                                        • Former Member of the Department of Natural
Mr Sparke has also acted as a property                    Resources Body Corporate and Community
development consultant on many development                Management Legislation Review
projects in Queensland and one in New South Wales
involving both medium and high density residential      • Former director of the Queensland Irish
developments.                                             Association

Mr Sparke has over fifteen years of extensive           • Secretary of the Paraplegic and Quadriplegic
experience in all aspects of law and property             Association
development from feasibility and site acquisition,      • Honorary Solicitor for the Paraplegic and
design and approval, sales and marketing, finance,        Quadriplegic Association
tendering, construction and contract administration
through to project completion and settlement of final    Mr Batt will be responsible for legal aspects
sales.                                                   of Cascades Capital Limited and overseeing
                                                         corporate governance.
 Mr Sparke will be responsible for ensuring the day
 to day co-ordination of the Project management
 and sales management and closely monitoring all
 financial and management aspects generally and
 reporting to both Cascades Capital Limited and
 Cascades Vista Pty Ltd.




                                                                                                                 15
     4 Valuation




1
17
     4 Valuation   cont'd




1
19
     5 Development Approval Report




0
6 Your Questions Answered
How do I invest into Cascades Capital Limited            What is the minimum Development Preference
by way of the Development Preference                     Share subscription?
Shares?
                                                         $10,000 with $1,000 increments thereafter.
To apply to become a Development Preference
                                                         Is the Land going to be mortgaged?
Shareholder you need to complete the Application
Form and return it to Cascades Capital Limited with      Yes. Cascades Vista Pty Ltd have mortgaged the
a cheque for your Subscription. Cheques for the          Land to enable purchase in September 2005. A
Subscription must be made payable to ‘Cascades           first mortgage of increased value in respect to the
Capital Limited ATF Preference Share Application         First Mortgage Construction Finance will be entered
Trust Account’. Please follow the instructions on the    to enable completion of construction. Huntley
Guide to the Application Form at the back of this        Custodians will be the Trustee for the Second
Prospectus.                                              Mortgage securing the interests of the Development
                                                         Preference Shareholders with such Second Mortgage
Why is a Prospectus required?
                                                         subordinated to the First Mortgage Construction
Because Cascades Capital Limited is a public             Financier. Upon discharge of the First Mortgage
company issuing Development Preference Shares by         Construction Finance, the Second Mortgage held by
way of a public offer, a Prospectus must be issued in    the Trustee will become a first mortgage.
accordance with the Corporations Act 2001.
                                                         What else is Cascades Capital Limited
How is my investment in the Development                  involved in?
Preference Shares protected?
                                                         Cascades Capital Limited is a public company
Firstly, Huntley Custodians as Trustee holds a           formed solely to raise funds to lend to Cascades
registered Second Mortgage on the Land owned             Vista Pty Ltd who will construct and develop
by Cascades Vista Pty Ltd as well as a registered        Cascades. Further, neither Cascades Capital Limited
Second Company Charge on Cascades Vista Pty              or Cascades Vista Pty Ltd will become involved in
Ltd to secure the interests of the Development           any other developments while the Development
Preference Shareholders. With discharge of the           Preference Shares are in place.
First Mortgage Construction Finance through
                                                         What is the responsibility of Huntley Custodians
sales revenue, the registered Second Mortgage
                                                         as Trustee?
and Second Company Charge will convert to be a
registered first mortgage and first company charge       The primary responsibility of the Trustee is to hold,
respectively.                                            for the benefit of the Development Preference
                                                         Shareholders, the right to enforce Cascades Capital
Further, Huntley Custodians hold a registered First
                                                         Limited’s and Cascades Vista Pty Ltd’s obligation
Company Charge on Cascades Capital Limited.
                                                         to repay the loan by Cascades Capital Limited to
Secondly, the Directors have adopted a strict policy     Cascades Vista Pty Ltd and to redeem or buyback
of financial management and risk minimisation.           the Development Preference Shares. The Trustee
                                                         holds the registered Second Mortgage and registered
Preconditions include Cascades Capital Limited
                                                         Second Company Charge (becoming registered
(using the Development Preference Share funds) can
                                                         first mortgage and first company charge with
only Drawdown and advance the loan to Cascades
                                                         the discharge of the First Mortgage Construction
Vista Pty Ltd once the directors of Cascades Vista
                                                         Finance), and administers the Trust Deed on behalf of
Pty Ltd certify there are 12 Lot Presales which will
                                                         the Development Preference Shareholders.
provide substantial First Mortgage Construction
Finance debt coverage, a Formal Offer to Fund and        Does my investment have a maximum term?
a Guaranteed Maximum Price secured through a
                                                         The Development Preference Shares have a
signed civil construction contract with the builder of
                                                         maximum term of 18 months. It is expected that the
Cascades On the Lake.
                                                         Development Preference Shareholders will be repaid
                                                         in full, along with all Interest, on or within 12 to 13
                                                         months.




                                                                                                                   1
     6 Your Questions Answered                  cont'd


                                                     How will the project be managed? Are the
                                                     Directors experienced?
                                                     General day to day management will be the
                                                     responsibility of the Directors. The Directors will be
                                                     responsible to put into place a full reporting and
                                                     accounting system. Further, an independent Quantity
                                                     Surveyor will be signing off on all construction
                                                     payments. A detailed on site project management
                                                     system will be adopted to monitor all aspects of the
                                                     development.
                                                     Yes, the Directors are very experienced in
                                                     development and conducting efficient and profitable
                                                     businesses. Timothy Wright has been involved in
                                                     finance and development for 25 years. Lloyd Parrant
                                                     has been involved in development for 30 years and
                                                     Russell Sparke in law, development and marketing
                                                     for 15 years. Gerard Batt is an experienced property
                                                     lawyer.
                                                     Am I able to sell or transfer my Development
                                                     Preference Shares?
                                                     You will be able to sell or transfer your Development
                                                     Preference Shares. However, Cascades Capital
                                                     Limited cannot do that for you. The Development
                                                     Preference Shares are likely to be not liquid because
                                                     it is unlikely there will be a secondary market.
                                                     What happens to money that I pay before
                                                     Drawdown?
                                                     All Subscription Funds are held in a trust account
                                                     with a financial institution pursuant to Section 722
                                                     of the Corporations Act 2001 with Cascades Capital
                                                     Limited as trustee and will be returned in full if the
                                                     minimum subscription is not met. Upon closing of
                                                     the Offer, the Subscription Funds will be held in a
                                                     cash management account until the preconditions
                                                     to Drawdown the funds and commence construction
                                                     are met. If your application is not accepted your
                                                     Subscription will be repaid in full.




            Your Questions Answered must be read in conjunction with the whole Prospectus
                              to make an informed investment decision.



7 Details of the Offer
7.1 Purpose of the Issue                                Completed Application Forms and accompanying
                                                        cheques may be lodged at any time after the issue of
This Prospectus offers Investors the opportunity to
                                                        this Prospectus and sent to The Directors, Cascades
subscribe for Development Preference Shares at
                                                        Capital Limited, GPO Box 3121, Brisbane 4001 or by
$1.00 per Share in Cascades Capital Limited. The
                                                        electronic transfer to Cascades Capital Limited ATF
Funds raised under this Prospectus will be provided
                                                        Preference Share Trust Account, details of which are
as a loan to Cascades Vista Pty Ltd who will use
                                                        provided on the Application Form.
such loan funds to commence the development of
Cascades On the Lake. Once the Funds are fully          Cascades Capital Limited shall invest Subscription
drawn down, Cascades Vista Pty Ltd will continue        Funds in a cash management type interest bearing
and complete the development with the First             account, such account at their discretion. In the
Mortgage Construction Finance.                          event this Prospectus does not reach minimum
                                                        subscription and share allotment does not proceed
7.2 Axis Financial Group - Authorised                   then all money plus accrued interest from investment
Intermediary                                            into this account (less any costs of the account) shall
                                                        be immediately refunded to investors.
Offers under this Prospectus will be made pursuant
to an arrangement between Cascades Capital              7.5 Interest and Payments on the
Limited and holders of an Australian Financial
                                                        Development Preference Shares
Services Licence pursuant to Section 911A(2)(b) of
the Corporations Act. Axis Financial Group have         The Development Preference Shares to be issued
been appointed to act as Authorised Intermediary.       pursuant to the Prospectus constitute debt for the
                                                        purposes of the Debt/Equity rules contained in the
7.3 The Issue                                           Income Tax Assessment Act 1997 (ITAA97). While
                                                        the Development Preference Shares are classified as
Cascades Capital Limited is seeking to raise
                                                        debt interests and any return on a debt interest being
$1,500,000 with oversubscriptions up to $1,800,000
                                                        akin to interest, the fixed rate of return to be paid on
by the issue of 1,800,000 Development Preference
                                                        the Development Preference Share is a 'dividend'
Shares (including oversubscription) at $1.00
                                                        for income tax purposes. Such dividends are not
per Share. Minimum subscription is 1,200,000
                                                        frankable.
Development Preference Shares raising $1,200,000.
In the event minimum subscription is not obtained       Prior to Drawdown all application funds will be
within 4 months of the date of this Prospectus          invested into a cash management trust account
Cascades Capital Limited will either:                   as previously described and the interest earned
                                                        from such investment (less any costs of the
a) repay the moneys received from Investors
                                                        account) shall be distributed to Investors based
b) provide a supplementary or replacement               on their subscription amount and the time
Prospectus in which event Investors will have one       invested (calculated from receipt of cleared funds).
month to elect to withdraw their application and be     Development Preference Shareholders will be paid
repaid                                                  this interest by Cascades Capital Limited.
                                                        Provided minimum subscription is reached and the
7.4 How to Apply for the Development                    preconditions are satisfied to enable Drawdown,
Preference Shares                                       the Interest rate shall be 18% per annum on
All applications for the Development Preference         invested capital from Drawdown, of which 8% per
Shares must be made on the Application Form             annum is paid monthly after Drawdown, in arrears,
attached to this Prospectus. All applications must be   following Drawdown and 10% per annum deferred
for a minimum $10,000 and thereafter in multiples       until redemption of the Development Preference
of $1,000. All applications must be accompanied by      Shares. The Development Preference Shares will
full payment of the subscribed amount. Cascades         be redeemed or subject to buyback no later than
Capital Limited will forward all Application Forms      18 months from the date of Drawdown. Cascades
to Axis Financial Group, as received. All application   Vista Pty Ltd has an obligation pursuant to the Loan
moneys received pursuant to this Offer will be held     Agreement to pay interest to Cascades Capital
in trust by Cascades Capital Limited until Drawdown.    Limited (and ultimately repayment of the loan) to
Cheques must be made payable to ‘Cascades               enable Cascades Capital Limited to meet the 8% per
Capital Limited ATF Preference Share Application        annum paid monthly to Investors as well as the 10%
Trust Account’ and crossed “Not Negotiable”.            per annum deferred payment. The interest received
                                                                                                                   
     7 Details of the Offer                    cont'd


     by Cascades Capital Limited is profit and hence         Cascades Capital Limited and Huntley Custodians
     payments to Development Preference Shareholders         will be entering into a Trust Deed dated on or about
     are being made from profits.                            the date of this Prospectus.
     The forecasts set out in Section 10 reflect             Cascades Capital Limited will issue to each of the
     the payment equated to 18% per annum for                Development Preference Shareholders a Share
     an anticipated average term of 12 months of             Certificate containing the relevant details of their
     Development Preference Share investment from            investment, with a copy sent to Huntley Custodians.
     Drawdown to forecast redemption or buyback.
     Dividends are to be paid out of profits as required     7.7 Minimum and Over Subscription
     by Section 254T of the Corporations Act 2001 with
                                                             The minimum subscription is 1,200,000 Development
     the timing of revenue for dividends to be paid from
                                                             Preference Shares at $1.00 per Share being
     interest payments from Cascades Vista Pty Ltd.
                                                             $1,200,000. Oversubscription of up to 600,000
     Cascades Capital Limited reserves the right to          Development Preference Shares at $1.00 per
     redeem all or part of the Development Preference        Share may be accepted being $1,800,000. Unless
     Shares prior to the Development Preference Share        otherwise determined by the Directors, the Offer will
     maturity date.                                          remain open for a maximum of 12 months.
     Development Preference Share Interest following
     Drawdown shall be calculated to Investors as            7.8 Allotment of Subscription
     follows:                                                Allotment of Development Preference Shares will
     (X = multiplied by / = divided by)                      proceed as soon as possible after the minimum
                                                             subscription is reached and Drawdown occurs. To
      1 Following Development Preference Share funds         the extent that applications are unsuccessful, money
        Drawdown, direct payment will be made to the         will be refunded to Applicants within 4 days of
        Investor’s nominated bank account each month         closure of the Offer. The Offer will remain open after
        with first payment being each anniversary            receipt of the minimum subscription and applications
        monthly date following the date of Drawdown:         received, by Axis Financial Group or another holder
                                                             of an Australian Financial Services Licence, and will
        Formula: For each $1,000 invested: $6.67             continue to be accepted until the Directors determine
      2 On redemption of the Development Preference          to close the Offer.
        Shares:
                                                             7.9 Australian Stock Exchange (ASX)
        Formula: Amount invested X number of days
        from Development Preference Share funds              Cascades Capital Limited does not intend to seek
        being drawn down to repayment X 0.10 / 365           listing or official quotation of Development Preference
                                                             Shares on the ASX or any other stock exchange.
      (X=multiplied by /=divided by)
                                                             7.10 Underwriting
     7.6 Huntley Custodians and the                          This issue in not underwritten.
     Development Preference Shares
     Huntley Custodians will act as a Trustee holding the    7.11 Capital Structure and Voting
     registered Second Mortgage on the Cascades Vista        At the date of issue of this Prospectus, the
     Pty Ltd land and registered Second Company Charge       constitution of Cascades Capital Limited provides
     on Cascades Vista Pty Ltd to secure the payment of      for ordinary “A” class shares, ordinary shares and
     the Purchase Price to the Development Preference        Development Preference Shares. Only ordinary
     Shareholders. Huntley Custodians will also hold         shares have been issued, all of which are held by
     a registered First Company Charge on Cascades           Cascades Vista Pty Ltd. Development Preference
     Capital Limited to secure the obligations of Cascades   Shares will be nonvoting shares.
     Capital Limited.
     For information on Huntley Custodians go to             7.12 Application of Funds to be Raised
     www.huntleygroup.com.au.                                The funds raised under this Prospectus will be
                                                             provided as a loan to Cascades Vista Pty Ltd


4
to pay costs of development and construction.                a greater amount for borrowings at minimum
Cascades Vista Pty Ltd will be entering into a Loan          subscription or to obtain appropriate terms.
Agreement with Cascades Capital Limited which
                                                          • An establishment fee of up to 1% of the finance
obliges Cascades Vista Pty Ltd to punctually pay the
                                                            borrowed.
monthly interest, the 10% deferred interest and the
loan capital. All costs of this Offer are to be met by    • Security will be a registered first mortgage over
Cascades Vista Pty Ltd.                                     the Cascades Vista Pty Ltd Land and a registered
                                                            First Company Charge over the assets and
7.13 Project and Construction Funding                       undertakings of Cascades Vista Pty Ltd.
Cascades Vista Pty Ltd will require First Mortgage        • It is anticipated that the First Mortgage
Construction Finance of up to $5.35 million with            Construction Financier will receive sales proceeds
$1,500,000 (maximum subscription) provided by               after deducting costs including GST, selling
Cascades Capital Limited and up to $5.7 million             commissions, sums relating to the Property
with $1,200,000 provided by Cascades Capital                Maximiser®, legal costs of settlement and any
Limited (minimum subscription) to assist with the           other costs of settlement.
development of the Land.                                  • Upon discharge of the First Mortgage
The directors of Cascades Vista Pty Ltd expect that         Construction Finance, all proceeds will be paid
the terms of the First Mortgage Construction Finance        to Cascades Capital Limited for the purpose
will be within the following parameters:                    of redeeming or buying back the Development
                                                            Preference Shareholders. The Second Mortgage
• Loan facility of $5.35 million to $5.7 million (based
                                                            and Second Company Charge will convert to
  on maximum and minimum subscription).
                                                            a first ranking mortgage and company charge,
• The term of the First Mortgage Construction               respectively, upon the discharge of the First
  Finance is expected to be up to 18 months.                Mortgage Construction Finance, and will continue
                                                            to be held by the Trustee until the Development
• Variable rates with interest to be capitalised
                                                            Preference Shares are redeemed or subject to
  monthly. A rate of 9% has been forecast with
                                                            buyback by Cascades Capital Limited.


                                                                                                                 5
     7 Details of the Offer                     cont'd


     Directors’ Guarantees                                   • Sufficient Lot Presales to satisfy the chosen First
                                                               Mortgage Construction Financier.
     Certain directors of Cascades Vista Pty Ltd may
     be required to personally guarantee the First           • Formal Offer to Fund. Once the 12 Lot Presales
     Mortgage Construction Financier. No liability shall       have been achieved a Formal Offer to Fund will
     be attributable to Cascades Capital Limited or            ensure provision of First Mortgage Construction
     the holders of Development Preference Shares in           Finance to complete the Project.
     Cascades Capital Limited.
     Early Repayment by Cascades Vista Pty
                                                             7.15 Single Project
     Ltd and Early Redemption of Development                 Cascades Capital Limited has been incorporated
     Preference Shares                                       for the sole purpose of providing loan funds to
                                                             Cascades Vista Pty Ltd to develop and construct
     Cascades Vista Pty Ltd may repay the loan from
                                                             Cascades On The Lake. Cascades Vista Pty Ltd has
     Cascades Capital Limited early, without penalty.
                                                             been incorporated for the sole purpose of developing
     Further, Cascades Capital Limited may repay the
                                                             and constructing Cascades On The Lake. Cascades
     Development Preference Shares early, without
                                                             Vista Pty Ltd will not undertake any other project or
     penalty, from a buy back of shares or a new issue of
                                                             development until the loan and all interest and costs
     shares.
                                                             from Cascades Capital Limited to Cascades Vista Pty
                                                             Ltd has been repaid.
     7.14 Preconditions
     There are a number of preconditions that must be        7.16 Civil Contractor and Construction
     certified by the directors of Cascades Vista Pty Ltd
                                                             Cascades Vista Pty Ltd intends to enter into a
     to Cascades Capital Limited as being satisfied before
                                                             Guaranteed Maximum Price construction contract
     the development of Cascades will proceed.
                                                             with a reputable project construction contractor
     These preconditions are:                                experienced in this style of development. The
     • All necessary Development Approval(s) to be           contractor will be required to enter into industry
       issued by Atherton Shire Council and any other        standard performance agreements to ensure the
       required regulatory authority. Development            delivery of Cascades on time. The contractor
       Approval has been obtained from Atherton Shire        will provide both Cascades Capital Limited and
       Council.                                              Cascades Vista Pty Ltd, for their approval, details of:

     • 12 Lot Presales of the Retreat Villas and Resort      • relevant experience
       Apartments                                            • nominated personnel
     • Guaranteed Maximum Price obtained via a signed        • sub-contractors
       construction contract for $5,430,000 (excluding
                                                             • construction program
       GST but including contingency). Detailed
       estimates have been undertaken by a contract          • quality assurance status
       builder and an independent Quantity Surveyor.
                                                             • financial capacity and insurance criteria





• design methodology                                     loan structuring, property law, real estate, funds and
                                                         asset management, accounting and development
• construction methodology
                                                         management.
• cash flow projections
• ability to successfully carry out the requirements     7.19 Taxation
  of the contract                                        The taxation implication of investing in Development
• construction time, program logic and                   Preference Shares in Cascades Capital Limited
  accompanying method statements                         depends on an Investor’s individual circumstances.
                                                         If in any doubt as to the consequences of investing
• track record in Industrial Relations                   in Cascades Capital Limited, Investors should obtain
• management, workplace health and safety                independent financial advice. Reports on a number
                                                         of key issues are set out in Sections 11 and 12.
• technical, managerial, physical and financial
  resources                                              7.20 Building Design, Lot Number
• performance of recent work                             Alterations and Construction Cost
• other commitments potentially affecting the            In the process of ‘value management’ of construction
  capacity to carry out the contract                     design and First Mortgage Construction Finance
                                                         approval, or development/building approval, the
The directors of Cascades Vista Pty Ltd are of the       directors of Cascades Vista Pty Ltd may ascertain
view that a contract will be able to be entered into     that design changes, Lot number changes, or floor
with a contractor that reflects the assumptions made     plan changes may be prudent, and advise the
in the financial forecasts in Section 10.                Directors of Cascades Capital Limited accordingly. In
                                                         such event, provided that in the Directors’ opinion it
7.17 Reporting to Development Preference                 does not adversely affect (and seeks to benefit) the
Shareholders by Cascades Capital Limited                 investment security and/or financial position of the
The Directors of Cascades Capital Limited will ensure    Development Preference Shareholders, the Directors
that Development Preference Shareholders receive         will proceed with such changes without notice to the
no less than a quarterly update report (preferably       Development Preference Shareholders. This flexibility
by email) which will summarise the progress of           includes a possible increase in the Guaranteed
Cascades and will include:                               Maximum Price construction contract if such is
                                                         considered to be to the benefit of the project.
• Details in relation to construction
• Estimated timing for completion
• Progress of Lot sales
• Pertinent financial details including all payments
  from Cascades Vista Pty Ltd

7.18 Management Contracts
Details in relation to the management contracts
are set out in Section 14. The Project has been
deliberately structured to take advantage of the
significant experience of the directors of Cascades
Vista Pty Ltd and the Directors of Cascades Capital
Limited and their associated entities. Details in
relation to each Directors’ experience are set out
earlier in this Prospectus. The directors of Cascades
Capital Limited and Cascades Vista Pty Ltd have
a wide variety of background skills and experience
in areas critical to the successful acquisition,
construction and sale of the Lots, including property
acquisition, valuation, financial and credit analysis,


                                                                                                                  7
     8 Legal Report





9 Quantity Surveyor Report




                             9
     9 Quantity Surveyor Report   cont'd




0
10 Cash Flow and Financial Information
10.1 Project Cash Flow and Financial                          by Cascades Vista Pty Ltd which is expected to
Information - Cascades Vista Pty Ltd                          commence with Drawdown in February 2006,
                                                              construction commencement in February 2006 with
The performance of Cascades Vista Pty Ltd is
                                                              construction completed by December 2006, and
important to ensure that there are sufficient funds on
                                                              all presold Lots and Lots sold during construction
completion to repay to investors their original capital
plus the Returns described in Section 7.5. This               settled by no later than January 2007. Cascades
section therefore sets out the cash flow and financial        Vista Pty Ltd will be paying interest and capital
information for Cascades Vista Pty Ltd to establish           repayment on the Cascades Capital Limited loan
interest and capital repayment capacity of the loan           with such interest and capital then distributed to the
from Cascades Capital Limited. It is also important           Development Preference Shareholders as per this
to read in conjunction with this section the Quantity         Prospectus.
Surveyors Report at Section 9 and the Valuation at            The monthly Cash Flow budget is consolidated
Section 4.                                                    as follows, based on the maximum and target
A monthly cash flow analysis has been undertaken              subscription of $1,500,000 and minimum
for the development of Cascades On the Lake                   subscription of $1,200,000.

Item                                                                   Note      Minimum            Maximum
                                                                                 Subscription       Subscription
Gross Sales Revenue of Villas and Apartments                               1          $8,115,000         $8,115,000
Asset Value of central facilities                                                       $150,000           $150,000
Management rights                                                                       $450,000           $450,000
Retained asset value of development land (with approval)                                $300,000           $300,000
Gross Sales Revenue and Asset Value                                        1          $9,015,000         $9,015,000
Sales commissions                                                          2            $270,450          $270,450
Forecast GST payable on sales                                              3            $819,545          $819,545
End settlement fees and sales contingency                                  4              $27,045           $27,045
Net Sales Revenue of Cascades Vista Pty Ltd                                            $7,97,90        $7,97,90
Current first mortgage on the Land                                        5              $500,00            $500,00
Legal costs and seed capital repayment                                    6              $85,000            $85,000
Debt stamp duty, rates and taxes, contingency                             7              $55,000            $55,000
Prospectus and marketing costs                                            8              $70,000            $70,000
Council Headwork’s, Contributions and Statutory                           9              $10,000            $10,000
Trustee, company costs and administration                                 10             $90,000            $90,000
Development consultants costs and project management                      11            $100,000           $100,000
Construction costs                                                        12          $5,300,000         $5,300,000
Finance establishment costs                                               13            $110,000            $60,000
Securities brokers costs for Prospectus                                   14             $25,000            $25,000
Development and construction contingency                                  15            $130,000           $130,000
Land Finance, Project Development, Company & Construction
  Costs of Cascades Vista Pty Ltd                                                      $,475,000        $,45,000
Project Surplus Before Interest                                                        $1,4,90        $1,47,90
First Mortgage Construction Finance interest                              16            $226,294          $200,013
Project Surplus after Construction Finance Interest                                    $1,19,        $1,7,947
Development Preference Shares Interest                                    17            $216,000          $270,000
Project Surplus after Development Preference Shares Interest                            $90,         $1,00,947
Project Administration success fee at 5.0% of Gross Revenue***                          $450,750          $450,750
Profit and Risk to Cascades Developments Pty Ltd ***                                    $529,916          $552,197

*** It is noted that distribution of Project surplus cash flows are to be made in a defined order as described in
Section 10.3. On this basis no Project Administration Success Fee is due and payable to entities associated
with Timothy Wright or Lloyd Parrant, or any distribution to Cascades Cairns Pty Ltd, until the Development
Preference Shares are redeemed and all Interest paid.
                                                                                                                       1
     10 Cash Flow and Financial Information                                     cont'd


     10.2 Key Dates, Notes and Assumptions                  Notes and Assumptions on the Cascades Vista
                                                            Pty Ltd Forecast Cash Flow
     Set out in Section 10.1 is the consolidated forecast
     cash flow and financial information of the developer   The forecasts have been based on the assumption
     Cascades Vista Pty Ltd. In preparing the Directors’    that all transactions in this Prospectus have occurred
     financial forecasts, it has been assumed that the      at their anticipated dates.
     following key financial dates have been met:           Note 1 Gross Sales Revenue and Asset Value of
                                                            Cascades Vista Pty Ltd
      November 005 to February 00
      Presales campaign and Lot Contracts. Initial          Sale of the Retreat Villas and Resort Apartments
      earthworks and development on the Land funded         is estimated at no less than $8,115,000 including
      by Cascades Vista Pty Ltd                             GST gross sales revenue, with the asset value of
                                                            the management rights at $450,000 and the central
      February 00
                                                            facilities at $150,000, a total of $8,715,000 (refer
      Drawdown of Prospectus funds by Cascades
                                                            to Section 4). The Directors may adopt a strategy
      Capital Limited and provided as a loan to
                                                            to increase the gross sales revenue outlined in
      Cascades Vista Pty Ltd
                                                            this Prospectus by higher sale prices of the Lots.
      February 00                                         The asset value of the residual land is $300,000
      Earthworks complete and Cascades Vista Pty Ltd        with development approval as per Section 5. The
      commences construction of Cascades                    directors of Cascades Vista Pty Ltd may organise
                                                            refinance of residual assets (management rights,
      December 00
                                                            central facilities, boat and storage sheds, residual
      Cascades Vista Pty Ltd completes construction
                                                            land) to repay the Cascades Capital Limited loan. An
      of Cascades
                                                            independent report has been obtained for the value
      December 00 – January 007                          of the management rights at $450,000.
      Cascades Vista Pty Ltd settles Presales Lots and
                                                            Note 2 Sales Commissions
      other Lots sold
                                                            Sales commissions on Lot sales are assumed to
      December 00 – February 07
                                                            be 3% of gross sales revenue and are estimated at
      Cascades Vista Pty Ltd repays the Cascades
                                                            $270,450.
      Capital Limited loan who then redeems the
      Development Preference Shares                         Note 3 Goods and Services Tax
                                                            Goods and Services Tax of $819,545 is calculated by
     The sole purpose of Cascades Capital Limited is
                                                            dividing by 11 the gross sales revenue of Cascades
     the provision of loan funds to Cascades Vista Pty
                                                            Vista Pty Ltd.
     Ltd, with Cascades Vista Pty Ltd paying interest
     to Cascades Capital Limited for distribution to        Note 4 End Sale Settlement Contingency and Fees
     the Development Preference Shareholders. The
                                                            An allocation of $27,045 has been estimated to
     sole purpose of Cascades Vista Pty Ltd is the
                                                            complete all sales and title transfers of the Lots.
     development and sale of Cascades On The Lake.
     As construction is expected to take approximately      Note 5 Current First Mortgage on the Land
     10 to 11 months, with redemption or buyback of         The current first mortgage on the Land held by Bank
     the Development Preference Shares and payment          of Queensland is $500,000. The current value of the
     of all Interest anticipated on or within 12 to 13      Land as per the valuation in Section 4 is $800,000.
     months after the Drawdown, the cash flow forecasts
     have been presented on a project basis rather          Note 6 Legal Costs and Seed Capital Repayment
     than a financial year basis. The assumptions and       Refers to a legal cost allocation and repayment
     other details on which the Cascades Vista Pty Ltd      of seed capital. Cascades Vista Pty Ltd borrowed
     forecasts are based are set out in the following       $50,000 for the progress of this development and is
     notes.                                                 required to repay the $50,000 plus 12% per annum
                                                            interest, plus a 20% bonus on the $50,000, at
                                                            Drawdown.





Note 7 Debt Stamp Duty, Rates and Taxes and             Note 12 Construction Costs
Contingency
                                                        Detailed estimates have been undertaken by
Refers to the costs of settlement of debt funds,        a construction contractor and verified by WT
debt stamp duty on first and second mortgages,          Partnership with their report included in Section
rates and taxes associated with holding the property    9. Such estimate is $5,430,000 The construction
for the development period, and a contingency for       cost excludes GST as the effect of GST on the
unforeseen costs.                                       construction cost is cash flow neutral. A construction
                                                        contractor will be required to enter into a signed
Note 8 Prospectus and Marketing Costs
                                                        Guaranteed Maximum Price construction contract
The estimated cost to prepare, print and market the     for no more than $5,430,000, being the $5,300,000
Prospectus as well as the marketing material for the    forecast construction cost plus the $130,000
Lots in Cascades.                                       development and construction contingency.
Note 9 Council Headworks, Contributions and             Note 13 Finance Establishment Costs
Statutory
                                                        This refers to establishment costs of the First
An amount of $10,000 has been allocated for             Mortgage Construction Finance facility as well as
contributions and titling.                              brokerage costs to OzzyConnect Limited for finance
                                                        brokerage. An additional finance establishment cost
Note 10 Trustee, Company Costs and Administration
                                                        to a financier of $50,000 has been allocated for
An amount of $90,000 has been allowed to provide        finance establishment and interest associated with
for Cascades Capital Limited administration and         the minimum subscription of $1,200,000.
administrative support. This includes fees to
                                                        Note 14 Securities Broker Costs for Prospectus
the Trustee for trustee services on behalf of the
Development Preference Shareholders, a regular          This amount is an allocation for brokers for
report to Development Preference Shareholders,          commissions and fees associated with capital raising
maintenance of the Development Preference Share         brokerage fees of 5% plus GST for the Development
registry, managing payment of quarterly Interest to     Preference Share capital raising pursuant to this
Development Preference Shareholders and mailings        Prospectus. Cascades Capital Limited has agreed
to Development Preference Shareholders.                 to pay Axis Financial Group (Australia) Limited a
                                                        fee of $5,000 plus GST to act as the Authorised
Note 11 Development Consultants Costs
                                                        Intermediary as well as a commission for funds
The estimated consultants’ costs including engineers,   introduced by them. No liability shall be incurred by
surveyors, and project managers, as well as other       Cascades Capital Limited to financial planners or
professionals required for the development and          holders of an Australian Financial Services Licence
construction including acoustic and environmental       with respect to commissions until the minimum
engineers, and quantity surveyor costs for the First    subscription and preconditions are met to enable
Mortgage Construction Financier.                        Drawdown of the Development Preference Share
                                                        funds.




                                                                                                                 
     10 Cash Flow and Financial Information                                         cont'd


     Note 15 Development and Construction                        The order of payment from sales revenue of
     Contingency                                                 Cascades Vista Pty Ltd is as follows:
     A $130,000 development and construction                     1. First Mortgage Construction Finance, interest
     contingency has been allocated.                                and costs and payment of any amounts to Lot
                                                                    Purchasers participating in Property Maximiser®.
     Note 16 Construction interest paid
                                                                 2. Second Mortgage held by Huntley Custodians
     Based on the forecasts and $1,500,000 of
                                                                    on behalf of the Development Preference
     Development Preference Share funds, the peak First
                                                                    Shareholders, Interest and costs.
     Mortgage Construction Finance required is $5.35
     million, inclusive of capitalised interest. Interest will   3. Unsecured project administration and project
     be capitalised for the term of the construction period.        management success fees.
     Interest has been assessed at 9% per annum,                 4. Return to Cascades Cairns Pty Ltd for risk and
     however, a higher interest rate may be accepted in             profit in instigating the project and managing
     exchange for better or more appropriate terms.                 all aspects of Cascades Capital Limited as well
                                                                    as guaranteeing any required First Mortgage
     Note 17 Development Preference Share Interest
                                                                    Construction Finance.
     Paid on $1,500,000 on Development Preference
     Shares                                                      On the above basis the forecast funds flow is
                                                                 summarised as follows, based on a $1,500,000
     The allocated $270,000 is based on (a) Interest at 8%
                                                                 Development Preference Share subscription to
     per annum paid monthly for 12 months (b) deferred
                                                                 Cascades Capital Limited:
     Interest at 10% per annum on the Development
     Preference Share funds for 12 months.                       Step One: Drawdown of Cascades Capital Limited
                                                                 Development Preference Share funds of $1,500,000,
     Section 254T of the Corporations Act states that
                                                                 which along with First Mortgage Construction
     dividends must be paid from profits of a company.
                                                                 Finance will meet development and construction
     ASIC Policy Statement 170 states that the                   costs.
     company must have reasonable grounds for
                                                                 Step Two: Progressive Drawdown of $5.35 million
     stating prospective financial information and in the
                                                                 First Mortgage Construction Finance (inclusive of
     context of the 8% per annum paid monthly refers
                                                                 capitalised interest) to complete development and
     to Cascades Capital Limited’s interim profits to pay
                                                                 construction.
     dividends. Cascades Capital Limited is providing
     the Drawdown funds as a loan to Cascades Vista              Step Three: Sale of Lots by Cascades Vista Pty Ltd
     Pty Ltd and Cascades Vista Pty Ltd has agreed to            which along with the management rights, central
     pay 8% per annum paid monthly on the loan (plus             facilities and residual land provides a gross sales
     an administration cost) and the deferred interest at        revenue of $9,015,000 and a net sales revenue
     10% per annum. Cascades Vista Pty Ltd has made              after GST and selling costs of $7,897,960. Where
     provision for these payments. Cascades Vista Pty Ltd        applicable placement of first mortgage finance shall
     is setting aside $120,000 from the Cascades Capital         occur on residual assets of Cascades Vista Pty Ltd
     Limited loan by way of cash or bank facility to pay         such as the central facilities and balance of land
     the first 12 months of the 8% per annum monthly             to facilitate payout of the Development Preference
     interest. On payment from Cascades Vista Pty Ltd            Shares.
     Cascades Capital Limited will then distribute these
                                                                 Step Four: Discharge of First Mortgage Construction
     funds to the Development Preference Shareholders.
                                                                 Finance of $5.35 million from net sales revenue as
     On this basis profits will exist to pay dividends (which
                                                                 settlements occur with a net residual after all costs
     for taxation purposes will be treated as Interest as
                                                                 of $2,547,960 available to repay Cascades Capital
     previously described).
                                                                 Limited for Cascades Capital Limited to redeem the
                                                                 Development Preference Shares and pay the 10%
     10.3 Distribution of Proceeds                               per annum deferred Interest (the 8% per annum
     Development Preference Shareholders capital                 monthly payments has been previously allocated).
     and Interest through the Trustee and Cascades
     Capital Limited are secured by a registered Second
     Mortgage and a registered Second Company Charge
     on the assets of Cascades Vista Pty Ltd.

4
                                                         4. Interest payable at 18% from Drawdown on the
                                                            Development Preference Shares until maturity, the
                                                            maximum term of 18 months.
                                                         The breakeven analysis (where Project surplus is
                                                         reduced to zero) is based on the scenario relating
                                                         to redemption of Development Preference Shares
                                                         and payment of Interest over the maximum
                                                         term of 18 months. All sensitivity analyses have
                                                         been undertaken on $1,500,000 of Development
                                                         Preference Share funds.
                                                         Sensitivity Analyses
                                                         Scenario 1: Sales revenue of all non Presale Lots
                                                         reduced by 10%.
                                                         Outcome: All Development Preference Shares
                                                         redeemed and all Interest paid with the Project
                                                         surplus reduced from $1,002,947 to $633,523
                                                         Scenario 2: Construction cost increased by 5%.
                                                         Outcome: All Development Preference Shares
                                                         redeemed and all Interest paid with the Project
                                                         surplus reduced from $1,002,947 to $726,765.
10.4 Sensitivity and Breakeven Analysis                  Please note: This sensitivity analysis has been
Forecasts of future outcomes and returns are, by         undertaken solely for analysis purposes, as the
their nature, uncertain. Actual returns may vary from    civil contractor will be entering into a construction
forecasted returns. However, the loan from Cascades      contract for no more than $5,300,000 plus a
Capital Limited (and hence the Development               contingency amount of $130,000.
Preference Shares) is based on Second Mortgage           Scenario 3: First mortgage interest rate increased by
security.                                                2%.
All Development Preference Shares are redeemed           Outcome: All Development Preference Shares
and Interest paid in preference to project               redeemed and all Interest paid with the Project
administration and project management success fees       surplus reduced from $1,002,947 to $957,335.
to either the shareholders of Cascades Cairns Pty
Ltd or Cascades Cairns Pty Ltd, the shareholder of       Scenario 4: Development Preference Share Interest
Cascades Vista Pty Ltd.                                  for full term of 18 months.
The singular most influencing variable on the            Outcome: All Development Preference Shares
forecasts is the price achieved for the Lots. For this   redeemed and all Interest paid with the Project
reason the Directors have elected to have no less        surplus reduced from $1,002,947 to $867,496.
than 12 Lot Presales of the 25 Lots (the Retreat         Breakeven Analyses
Villas, the Resort Apartments and the managers
Apartment). Change in interest rate has the least        All Development Preference Shares are redeemed
affect in the sensitivity analyses undertaken.           and all Interest paid based on the maximum term
                                                         of 18 months for Development Preference Share
The sensitivity analyses are based on 4 scenarios:       redemption.
1. Sales revenue of non presale Lots reduced by          Breakeven occurs with a reduction in all Lot prices
   10%                                                   (excluding the contracted presale Lots) by 23%,
2. Construction cost increased by 5%                     being a reduction in forecast Gross Sales Revenue
                                                         and asset value of $9,015,000 to $8,044,446.
3. First Mortgage Construction Finance interest rate
   increased by 2%




                                                                                                                 5
     11 Investigating Accountant’s Report





7
     11 Investigating Accountant’s Report   cont'd





9
     11 Investigating Accountant’s Report   cont'd




40
41
     12 Taxation Report




4
4
     12 Taxation Report   cont'd




44
13 Risk Factors
The Directors are responsible for ensuring that               Custodians are granted a Second Mortgage and
appropriate policies and procedures are in place              Second Company Charge for the benefit of the
to identify and monitor risks faced by Cascades               Development Preference Shareholders to secure their
Capital Limited and Cascades Vista Pty Ltd and to             investment. Further, Cascades Vista Pty Ltd have to
ensure that such risks are managed within a level             meet specific preconditions (See Section 6) prior to
determined by the Directors to be prudent.                    the Drawdown of Funds with those preconditions
                                                              specifically designed to minimise risk of this
Applicants should appreciate that subscribing for
                                                              investment.
Development Preference Shares in Cascades Capital
Limited involves various potential risks. While the           This process is designed to ensure that no Investor’s
Directors have taken considerable care and skill              funds are at risk until the Project has a Formal Offer
in analysis, due diligence and implementation of              to Fund from a First Mortgage Construction Financier,
the Cascades development, Cascades Capital                    a Guaranteed Maximum Price pursuant to a signed
Limited, its Directors, the managers and other                construction contract; all Development Approvals; no
parties associated with the issue of this Prospectus          less than the 12 Lot Presales of the 25 Retreat Villas
and Cascades Vista Pty Ltd cannot guarantee the               and Resort Apartments (which includes the managers
performance forecast in this document.                        Apartment); and the Development Preference Shares
                                                              are secured by registered Second Mortgage over the
Prospective investors should read this document
                                                              Land and registered Second Company Charge. All
carefully before investing and seek their own
                                                              risk to enable these preconditions to be obtained is a
independent professional advice.
                                                              risk of entities associated with the Directors.
Subscription Funds are held by Cascades Capital
                                                              Risks, which should be considered, along with
Limited until the Drawdown of the funds and Huntley
                                                              mitigating factors by the Directors follow:
RISKS                       MITIGATING FACTORS
Capital Risk and            The repayment and the Return on the Development Preference Shares are secured
Interest Payment            by registered Second Mortgage over the Land and registered Second Company
Risk of return of capital   Charge at all times. Capital and Interest are repaid to the Investors prior to any
                            distribution of surplus to Cascades Cairns Pty Ltd or entities associated with the
                            Directors of Cascades Vista Pty Ltd apart from agreed project management and
                            project administration fees. The debt to equity level of the loan from Cascades
                            Capital Limited (the Funds) to Cascades Vista Pty Ltd compared to final gross sales
                            revenue could rise substantially as Lot prices and asset value of the central facilities,
                            management rights and residual land could reduce substantially and the capital
                            and Interest would still be able to be repaid. The Cascades Vista Pty Ltd directors’
                            strategy to minimise the risk of loan repayment to Cascades Capital Limited (and
                            hence return of capital and return to Investors in Development Preference Shares)
                            has been by prudent management and development factors including the Second
                            Mortgage security and preconditions outlined in this Prospectus to optimise the
                            surety of completion and delivery of Cascades.
Payment of Monthly          Pursuant to the Loan Agreement to be entered between Cascades Capital Limited
Interest by Cascades        and Cascades Vista Pty Ltd, Cascades Vista Pty Ltd will have an obligation to
Vista Pty Ltd to            pay interest to Cascades Capital Limited who will then make Interest payments to
Cascades Capital            Development Preference Shareholders. While these payments are interest for the
Limited                     purposes of taxation they are dividends pursuant to the Corporations Law. Dividends
                            are required to be paid out of profits and while Section 10 Note 17 indicates the
                            reasonable grounds on which profits will be derived, risk does exist that such profit
                            will be delayed or not derived. However Cascades Vista Pty Ltd is ‘setting aside’
                            by way of cash or bank facility an amount of $120,000 from the Cascades Capital
                            Limited loan to Cascades Vista Pty Ltd to meet the 8% per annum paid monthly
                            for 12 months. This risk is also mitigated by the Cascades Vista Pty Ltd presales
                            and other preconditions including the Guaranteed Maximum Price stipulated in
                            the construction contract to be entered into between Cascades Vista Pty Ltd and
                            a construction contractor and the requirement that the construction contractor
                            commence work soon after the Drawdown to ensure Lot delivery as scheduled.

                                                                                                                        45
     13 Risk Factors              cont'd


     RISKS                     MITIGATING FACTORS
     Mortgage Risk             As the First Mortgage Construction Financier holds the first mortgage on the Land,
     During construction       in the event of default it may, among other things, take possession of the Land and
     and until repayment       development or appoint a receiver and manager to Cascades Vista Pty Ltd. In such
     of the First Mortgage     an event the development is likely to be sold and the costs of such sale, together
     Construction Financier,   with additional costs of the receiver or mortgagee, would be added to and repaid as
     Cascades Capital          part of the first mortgage debt before repayment of the Cascades Capital Limited
     Limited (and hence        loan to Cascades Vista Pty Ltd. The preconditions such as a Guaranteed Maximum
     the Development           Price secured by way of a signed construction contract, including the Project being
     Preference                fully funded with capitalised interest built into the First Mortgage Construction
     Shareholders) will be     Finance, means default through non payment of interest is unlikely to occur.
     secured by a registered
                               While the requirement for the preconditions to be met, in particular Lot Presales, full
     Second Mortgage on
                               funding, and a Guaranteed Maximum Price construction contract prior to use of the
     the Land and registered
                               Cascades Capital Limited loan is designed to limit the security risk, there can be no
     Second Company
                               surety of payment in the event of default.
     Charge over the assets
     of the Cascades Vista
     Pty Ltd. This is a
     mortgage security risk.
     Construction Process      The construction contract documentation and signed Guaranteed Maximum Price
     The development           construction contract will provide for the civil contractor to be responsible for most
     of Cascades carries       construction risks including where possible site conditions, timing and cost control.
     construction and          Performance guarantees will be obtained from the civil contractor to secure the
     duration risks which      construction contract. No significant delays are expected in the Project. Estimate of
     can affect the total      construction time is 40-44 weeks. This has been verified by WT Partnership Quantity
     development costs and     Surveyors. There is no known site or difficult construction methodology which
     the timing and level of   should increase time or costs. The civil contractor will be experienced at the type of
     sales revenue.            construction to be used to construct Cascades.
     Cost Overruns and         Cascades Vista Pty Ltd will only employ experienced consultants and contractors to
     Delays                    ensure the development is completed on time and within budget. The advisors who
     Cost overruns and time    have provided the development and project costs are highly experienced in estimates
     delays would affect the   and the conduct of a project such as this. The civil contractor will be providing a
     total project return.     Guaranteed Maximum Price pursuant to a signed construction contract and will have
                               performance guarantees as part of the construction contract. Further, Cascades
                               Capital Limited (and hence the Development Preference Shareholders) will receive
                               their Returns in preference to returns to Cascades Cairns Pty Ltd and the entities
                               associated with the Directors.
     First Mortgage            While a Formal Offer to Fund will be obtained to provide the balance of First
     Construction Finance      Mortgage Construction Finance, such may contain conditions. A finance risk may
                               occur due to such conditions imposed by the First Mortgage Construction Financier.
                               The Formal Offer to Fund and the terms therein will be negotiated and documented in
                               detail by the Cascades Vista Pty Ltd directors and it’s advisors to mitigate such risk.
                               The First Mortgage Construction Finance interest rate used in the forecasts is above
                               what the Directors are aware to be current market rates for standard construction
                               finance secured by first mortgage, as the First Mortgage Construction Finance is
                               anticipated to be only required for a relatively short period of time, a change in
                               interest rate is expected to have a minimal effect on the end cash surplus. With a
                               precondition of the 12 Lot Presales, debt exposure is reduced.




4
RISKS                      MITIGATING FACTORS
Finance Drawdowns          It is in the First Mortgage Construction Financier’s interest to monitor all aspects of
and Monitoring             the development with all First Mortgage Construction Finance drawdowns requiring
                           sign off by an independent Quantity Surveyor or similar party appointed by the First
                           Mortgage Construction Financier. This monitoring and control by the First Mortgage
                           Construction Financier is also in the interests of Cascades Capital Limited (and hence
                           the Development Preference Shareholders) as second mortgagee. It is in the First
                           Mortgage Construction Financier’s interest not to allow any unnecessary over costs
                           or expenditure. Once construction commences the First Mortgage Construction
                           Financier will want to ensure completion within the finance approval and this
                           also provides Cascades Capital Limited (and hence the Development Preference
                           Shareholders) with some added security.
Site Risk                  Site investigations have been undertaken. The site is not included in the
The state of the site      contaminated site register. Investigations to date have not revealed any latent
and suitability for        conditions.
Cascades.
Competition Risk           There is no other product known or in progress or proposed in the Cairns Highlands
The creation of similar    locality similar to Cascades. A similar development being Tinaroo Lodge Resort is
developments within        largely sold and should be minimal or no competition to Cascades, which in the
a similar location to      opinion of the Directors, is a superior site.
Cascades may provide
additional competition
and attract potential
buyers to other
properties
Market Risk                Obtaining substantial Lot Presales reduces risk of prevailing property market
Prevailing property        prices having a direct effect on the Project. As the prevailing market prices will be
market prices may have     influenced by the general market conditions, including the levels of supply and
a direct effect upon the   demand for this type of product in the market, forecasts are based on the best
returns provided by the    market evidence at this time and from research on other developments underway.
Project.
Development Approval       Atherton Shire Council has granted Development Approval for the Cascades
Risk                       development.




                                                                                                                     47
     14 Summary of Significant Documents
     14.1 Constitution of Cascades Capital                      such paid at repayment of the loan by Cascades
     Limited                                                    Vista Pty Ltd to Cascades Capital Limited.
     Cascades Capital Limited will issue between             3. Security for the loan to be provided as per 14.2
     1,200,000 Development Preference Shares at                 above.
     minimum subscription and 1,800,000 Development          4. Cascades Capital Limited to invoice Cascades
     Preference Shares with oversubscription.                   Vista Pty Ltd for reasonable administration costs.
     On issue are 10 ordinary shares with such held solely   5. Cascades Vista Pty Ltd to be responsible for any
     by Cascades Vista Pty Ltd.                                 and all loan enforcement costs and to indemnify
     Cascades Capital Limited has the power to raise            Cascades Capital Limited accordingly.
     money and give security including the issue of          6. Events of default under the Loan Agreement will
     Development Preference Shares as a debt instrument         be as set out in the Security Trust Deed and will
     with payment as Interest for taxation purposes.            be generally standard to capture non payment
     Cascades Capital Limited may have on issue ordinary        and non adherence to any obligation contained in
     shares, management shares and Development                  the security or Loan Agreement
     Preference Shares. The ranking and entitlement of
     each class of shares will be as particularised in the   14.4 Cascades Vista Pty Ltd Lot Contract
     Cascades Capital Limited Constitution.                  Purchasers of a Lot will acquire at settlement
                                                             freehold title to the Lot depicted on the plan attached
     14.2 Security of Development Preference                 to the Lot contract, subject to registration of the
     Shareholders                                            plan creating the Lot, and an interest as an owner in
     Huntley Custodians will secure the interests of         Cascades Vista Community Title Scheme.
     the Development Preference Shareholders by way          Disclosure Statement
     of a Second Mortgage and Company Charges
     summarised as follows:                                  Prior to signing the Lot Contract, each purchaser
                                                             will be provided with a “Disclosure Statement” and
     1. Second Mortgage of the Land and the                  disclosure plan as required by the Land Sales Act.
        subsequent development owned by Cascades
        Vista Pty Ltd                                        Payment of Contract Price

     2. Second Company Charge on Cascades Vista Pty          The Contract Price less the deposit is payable by
        Ltd                                                  the purchaser on the date of settlement of the Lot
                                                             Contract which will be the date 14 days after issue of
     3. First Company Charge on Cascades Capital             title to the Lot.
        Limited
                                                             Adjustments
     14.3 Loan Agreement Terms between                       The Contract Price will be adjusted to apportion
     Cascades Capital Limited and Cascades                   liability between Cascades Vista Pty Ltd and the
     Vista Pty Ltd                                           purchaser for any current land tax, insurance and
                                                             rates in respect of the Lot(s).
     A summary of the Loan Agreement to be entered into
     between Cascades Capital Limited and Cascades           If a purchaser fails to pay or otherwise comply with
     Vista Pty Ltd is as follows:                            its obligations under the Lot Contract then, it will
                                                             attract interest at the rate of 12% per annum.
     1. Maximum term of the loan is 18 months.
                                                             Cascades Vista Pty Ltd may also terminate the
     2. Cascades Vista Pty Ltd to pay Cascades Capital
                                                             Lot Presale contract and commence proceedings
        Limited 18% per annum payable as to 8% per
                                                             against the purchaser to recover any loss on re-sale
        annum paid monthly in arrears 4 days prior to
                                                             or other damages suffered by Cascades Vista Pty
        such payment as due to Development Preference
                                                             Ltd or otherwise seek a court order to compel the
        Shareholders by Cascades Capital Limited as
                                                             purchaser to complete the Lot Contract.
        detailed in this Prospectus and 10% per annum
        deferred as due to Development Preference
        Shareholders as detailed in this Prospectus with



4
                                                           Service Providers:
                                                           Corporate or Trust Entities of Timothy Wright
                                                           Service: Development managers
                                                           Terms: Responsibility for Project coordination and
                                                           administration and appointment of consultants.
                                                           Fees: A maximum fee of $70,000 shall be paid for
                                                           overall Project coordination and administration,
                                                           attending Project management meetings, necessary
                                                           liaison and coordination of the sales and marketing
                                                           team, attending to any disputes that arise concerning
                                                           the Project, monitoring the consultants, updating the
                                                           general finance arrangements of the Project, liaison
                                                           with Huntley Custodians as Trustee, accounting
                                                           for Cascades Capital Limited, managing monthly
                                                           payments to Development Preference Shareholders,
                                                           and overseeing the final sales and settlement
                                                           process.
                                                           These fees shall only be payable from the following
                                                           budget items in Section 10 Note 10.
                                                           • Company costs and administration
                                                           • Trustee and related administration costs

                                                           14.6 Documents Available for Inspection
                                                           Copies of the following documents are available for
                                                           inspection during normal office hours of Cascades
                                                           Capital Limited at the registered office of Cascades
14.5 Cascades Vista Pty Ltd Management                     Capital Limited (being OzzyConnect Limited, Level 6,
Agreements                                                 293 Queen Street, Brisbane) for 12 months after the
                                                           issue of this Prospectus:
Cascades Vista Pty Ltd has appointed Cascades
Cairns Pty Ltd as the manager of the Cascades              1. The expert’s reports referred to in all Sections of
development. Under the Development Management                 this Prospectus
Agreement between the two entities, Cascades
                                                           2. The significant documents referred to in Section
Cairns Pty Ltd has responsibility for all aspects of the
                                                              14
management of the Project including construction
project management, investment administration,             3. Consents to the issue of this Prospectus
marketing and sales, and administration.                   4. Development Preference Share Trust Deed
Remuneration for Cascades Cairns Pty Ltd is                   referred to in this Prospectus
outlined in Section 10, Cash Flow and Financial
Information. Cascades Vista Pty Ltd and Cascades
Cairns Pty Ltd have agreed that specialised entities
will be appointed to carry out the necessary
management functions listed below. These entities
will be supervised by Cascades Cairns Pty Ltd and
remunerated separately by Cascades Vista Pty Ltd.
These agreements are summarised as follows:




                                                                                                                    49
     15 Terms of the Security Trust Deed,
        Company Charge and Second Mortgage
     The material agreements relating to the issue of the           d. Trustee’s Remuneration, Costs and Expenses
     Development Preference Shares are:                             Cascades Capital Limited must pay to the Trustee as
     a) The Security Trust Deed (setting out the terms of           remuneration for its services under the Trust Deed
        the Company Charge) and                                     an annual fee. In addition, Cascades Capital Limited
                                                                    must pay to the Trustee on demand all agreed costs,
     b) The Second Mortgage.                                        charges, and expenses incurred, payable, or paid by
                                                                    or on behalf of the Trustee in relation to the Trustee
     Right to Obtain Copies of Documents
                                                                    performing its duties under the Trust Deed.
     The full terms of the Security Trust Deed, containing
     the Second Company Charge, and the Second                      e. Replacement of Trustee
     Mortgage are not repeated here in full. Prospective            Subject to any statutory requirement, the Trustee
     applicants have the right to inspect at the office of          must give not less than 10 days notice of retirement.
     OzzyConnect Limited, Level 6, 293 Queen Street,                Cascades Capital Limited must appoint a new
     Brisbane, free of charge, the Trust Deed and the               Trustee in accordance with the instructions of the
     Second Mortgage. Prospective Applicants should                 Development Preference Shareholders within one
     seek independent professional advice on the                    month failing which the retiring Trustee will appoint
     documents if necessary. Copies are also available              the new Trustee.
     on request from Cascades Capital Limited. The
     Corporations Act and Corporations Regulations are
     available from various publishers.
                                                                    15.2 Company Charge
                                                                    Full details of the rights and liabilities of Cascades
     The following is a summary of some of the principal
                                                                    Capital Limited, Cascades Vista Pty Ltd and the
     terms of the Security Trust Deed and the Second
                                                                    Trustee are set out in the Company Charge. A broad
     Mortgage.                                                      summary (although not an exhaustive or definitive
                                                                    statement) of the rights and liabilities arising from the
     15.1 Security Trust Deed                                       Company Charge are outlined below.
     Cascades Capital Limited will be entering into a               Summary of the Terms of the Company Charge
     Security Trust Deed with the Trustee known as the
     Cascades Capital Limited Trust.                                The company charge consists of two documents;
     15.1.1 Summary of Terms of the Security Trust                  (a) a Second Company Charge over all the property
     Deed                                                               of Cascades Vista Pty Ltd; and,
     a. General                                                     (b) a First Company Charge over all the property of
                                                                        Cascades Capital Limited.
     The Development Preference Shareholders are the
     beneficial owner of the Development Preference                 The Company Charge secures the payment of the
     Shares held by them. The Security Trust Deed                   Purchase Price by Cascades Capital Limited to the
     provides that the Trustee holds for the benefit of the         Trustee pursuant to the Put Option Indemnity. The
     Development Preference Shareholders, the right to              benefit of the Company Charge is held by the Trustee
     enforce Cascades Capital Limited’s obligation to               for the Development Preference Shareholders.
     repay each Development Preference Shareholder, the
                                                                    The Company Charge is intended to take priority
     right to enforce the Second Mortgage, the right to
                                                                    over all other encumbrances of Cascades Vista Pty
     enforce the Company Charge and any other duties
                                                                    Ltd other than: the First Mortgage Construction
     that Cascades Capital Limited has under the terms of
                                                                    Financier who will hold the registered first company
     the Development Preference Shares.                             charge, the Second Mortgage over the land, any
     b. Trustee’s Powers                                            future mortgages over the Project and any other
                                                                    encumbrances which have the written consent of the
     The trustee has the powers of a natural person.                Trustee to rank in priority to the Company Charge.
     c. Trustee’s Indemnity                                         a. The Nature of the Company Charge
     Cascades Capital Limited has agreed to indemnify               The Company Charge is:
     the Trustee for all liabilities and expenses arising from
     the proper execution of the Trust Deed, except for             1. A fixed charge over goodwill; real property;
     any liability arising out of fraud, neglect, willful default      interest in fixtures, building, plant and machinery;
     or breach of trust by the Trustee or any agent of the             securities; books of account; personal property;
     Trustee.                                                          uncalled capital, and;



50
2. A floating charge over the balance of the property       Limited and to the Trustee, acting on behalf of the
   of Cascades Capital Limited and Cascades Vista           Development Preference Shareholders.
   Pty Ltd respectively.
                                                            The Second Mortgage is intended to take priority
The Company Charge will rank behind that of the             over all other encumbrances of Cascades Vista
registered First Company Charge granted to the First        Pty Ltd other than the registered First Mortgage
Mortgage Construction Financier until repayment of          Construction Financier and any future mortgage over
the first mortgagee.                                        the Project or any other encumbrance, which has the
                                                            written consent of the Trustee to rank in priority to
b. Crystallisation of the Company Charge
                                                            the Second Mortgage.
The Company Charge automatically and immediately
                                                            The Trustee holds the benefit of the Second
crystallises and becomes fixed when the Trustee
                                                            Mortgage for the Development Preference
gives Cascades Capital Limited and Cascades Vista
                                                            Shareholders in accordance with the provisions of
Pty Ltd notice at any time after an event of default.
                                                            the Trust Deed.
c. Discharge of Company Charge
                                                            The Trustee must, at the written request of
The Trustee must, at the written request of Cascades        Cascades Capital Limited and Cascades Vista Pty
Capital Limited, discharge the Company Charge, if all       Ltd discharge the Second Mortgage if the secured
the secured moneys are paid in full.                        moneys have been paid in full.
d. Restrictions on Dealing with Secured Property            b. Undertakings of Cascades Capital Limited and
                                                            Cascades Vista Pty Ltd
Cascades Capital Limited and Cascades Vista
Pty Ltd must ensure that the Company Charge                 Cascades Capital Limited and Cascades Vista Pty
is registered with the Australian Securities and            Ltd must repay the secured moneys to the Trustee;
Investment Commission and complies with the                 maintain the property in good order and condition and
requirements in all relevant jurisdictions so that it is    comply with all statutes and lawful requirements. In
valid and enforceable.                                      addition, other than for the purposes of facilitating the
                                                            First Mortgage Construction Finance, Cascades Vista
Other than granting the first mortgage in order to
                                                            Pty Ltd must not deal, sell or allow an encumbrance
secure construction finance, Cascades Capital
                                                            (other than any permitted or priority encumbrances)
Limited and Cascades Vista Pty Ltd pledges not
                                                            without written consent of the Trustee.
to deal with or otherwise part with possession of
the charged property without the written consent            Cascades Capital Limited and Cascades Vista Pty
of the Trustee and undertakes to pay all taxes and          Ltd must make sure that the Second Mortgage is
outgoings in respect of the charged property.               registered to ensure that it is enforceable, valid and is
                                                            an effective security.
e. Default
                                                            c. Default
If a default, as defined in the Trust Deed, occurs
and the Trustee has given notice to Cascades                If an event of default (as defined in the Trust Deed)
Capital Limited and Cascades Vista Pty Ltd then             occurs and the Trustee has given notice to Cascades
the company charge becomes enforceable and the              Capital Limited and Cascades Vista Pty Ltd the
secured moneys are immediately due and payable.             Second Mortgage is immediately enforceable and the
                                                            secured moneys are due and payable.
15.3 The Second Mortgage                                    d. Indemnity
Full details of the rights and liabilities of Cascades
                                                            Cascades Capital Limited and Cascades Vista Pty
Capital Limited, Cascades Vista Pty Ltd and the
                                                            Ltd indemnifies the Trustee and any receiver against
Trustee are set out in the Mortgage. A broad
                                                            any claim, liability or cost in relation to the exercise
summary (although not an exhaustive or definitive
                                                            of any power conferred on the Trustee or the attorney
statement) of the rights and liabilities arising from the
                                                            or receiver under the Trust Deed, the Second
Second Mortgage is outlined below.                          Mortgage or the Company Charge; any act or
Summary of the Terms of the Second Mortgage                 omission of Cascades Capital Limited and Cascades
                                                            Vista Pty Ltd; the occupation or use of the Project by
a. Nature of the Second Mortgage                            Cascades Vista Pty Ltd; any workers compensation
The Second Mortgage is over the Project, as security        claim by any employee of Cascades Capital Limited
for the repayment of all debts and monetary liabilities     and Cascades Vista Pty Ltd; any insurance policy
of Cascades Vista Pty Ltd to Cascades Capital               in respect of the Project; and any compulsory
                                                            acquisition of the Project.
                                                                                                                        51
     16 The Property Maximiser® Facility
     16.1 Introduction                                         Ltd will make this available to those who utilise
                                                               the Property Maximiser® facility. This will enable
     The Property Maximiser® facility enables those
                                                               Lot purchasers to utilise their investment in the
     who invest into Cascades Capital Limited to elect
                                                               Development Preference Shares as sole security
     to utilise their investment to secure a Lot Contract
                                                               for the Union Equities Deposit Bond (no other
     deposit. Such investment cannot be less than 10%
                                                               security shall be required and neither Union Equities
     of the Contract Price of the Lot they purchase.
                                                               nor Cascades Vista Pty Ltd shall have any further
     Further, investment amounts between 10% and 20%
                                                               recourse for the deposit).
     of the Contract Price will be accepted by Cascades
     Vista Pty Ltd as part payment of the Contract Price,      If the Union Equities Deposit Bond is used to secure
     to the value of such investment amount.                   the deposit, the Lot purchaser will be required
                                                               to mortgage their interests in the Development
     16.2 Property Maximiser®                                  Preference Shares to Union Equities Pty Ltd as
                                                               provider of the Union Equities Deposit Bond and
     To take advantage of the Property Maximiser® facility
                                                               Union Equities will issue Cascades Vista Pty Ltd with
     it is necessary to take the following steps:
                                                               the Union Equities Deposit Bond in full satisfaction
     Step One - Nomination of Preferred Lot (Villa or          of the purchaser’s deposit obligations. The mortgage
     Apartment) and Completion of Lot Registration             will be discharged at settlement of the Lot Contract.
     of interest form                                          Step Four - Lot Title Transfer and Election for
     Potential Development Preference Share Investors          Payment
     wishing to purchase a Lot in Cascades are required
                                                               Upon completion of construction and the issue of
     to nominate, and preferentially rank, on the Lot
                                                               necessary completion certificates, Cascades Vista
     Register of interest form, located at the back of this
                                                               Pty Ltd will settle the sale of the Lot with purchasers.
     Prospectus, no less than two Lots and no more than
                                                               This is expected to be late 2006.
     three Lots.
                                                               Development Preference Share Investors who elect
     Step Two - Contract to Purchase and                       to utilise the Property Maximiser® facility will be able
     Development Preference Shares                             to elect to pay the full amount of the Contract Price
     Potential purchasers who nominate their preferred         or to deduct an amount equal to their investment in
     Villa or Apartment will be contacted by a                 Cascades Capital Limited by way of the Development
     representative of Cascades Vista Pty Ltd who will         Preference Shares (up to a maximum 20% of the
     arrange a full sales presentation with the objective of   Lot Contract price) from the Contract Price and
     entering into a Retreat Villa or Resort Apartment Lot     assign their capital investment in the Development
     Contract to purchase an available Villa or Apartment.     Preference Shares at redemption to Cascades Vista
                                                               Pty Ltd (see 16.4).
     At the time of signing a Lot Contract, purchasers
     desiring to participate in Property Maximiser®            If the assignment election is taken, the 8% per
     will also sign a Development Preference Shares            annum Interest paid monthly and the 10% per
     Application Form subscribing for no less than 10%         annum deferred Interest shall cease to be payable
     of their Lot Contract Price as an investment in           to the Development Preference Shareholder at Lot
     Cascades Capital Limited by way of the Development        settlement. The 10% per annum deferred Interest
     Preference Shares.                                        with this election shall be paid when all other
                                                               Development Preference Shares Investors are
     They must pay the full subscription amount upon
                                                               paid, and is expected to be late 2006 early 2007.
     lodgement of the Development Preference Shares
                                                               Development Preference Shareholders, who elect
     Application Form.
                                                               to pay the full Lot Contract Price at Lot settlement,
     Step Three - Lot Contract Deposit and the                 will continue to receive the monthly Interest with
     Union Equities Deposit Bond                               redemption of their Development Preference Shares
                                                               investment and deferred Interest paid when all other
     At the time of entering into the Lot Contract
                                                               Investors are repaid.
     purchasers will elect if they wish to pay the deposit
     applicable to the Lot Contract by way of cash or
     bank guarantee or whether their preference is to
                                                               16.3 The Union Equities Deposit Bond
     utilise the Union Equities Deposit Bond (refer to         At the time of entering into a Lot Contract, Investors
     Section 16.3 for full details). Cascades Vista Pty        who subscribe for no less than 10% of the Contract


5
Price of a Lot as an investment in Cascades Capital       16.4 Irrevocable Direction to Pay
Limited as detailed in this Prospectus will have an
                                                          A further advantage of participating in the Property
election as to how to pay the deposit under the Lot
                                                          Maximiser® facility is the opportunity to elect to
Contract. The elections are cash, bank guarantee or
                                                          direct the Trustee, Huntley Custodians, that upon the
the Union Equities Deposit Bond.
                                                          redemption of the Development Preference Shares
If an Investor elects to use the Union Equities           investment (to 20% maximum of the Contract Price)
Deposit Bond, the Investor will provide Union             such amount is to be paid to Cascades Vista Pty
Equities with a mortgage of their interests in            Ltd as part payment of the Lot Contract price. At
the Development Preference Shares and Union               the time of settlement of the Lot Contract title will
Equities will issue Cascades Vista Limited with the       be transferred to the purchaser. The purchaser may,
Union Equities Deposit Bond in satisfaction of the        however, elect to mortgage in favour of Cascades
purchaser’s deposit obligations. The Union Equities       Vista Pty Ltd the Development Preference Shares
Deposit Bond will remain in place until settlement        invested amount (being 10% to 20% of the Villa
of the Lot Contract. At the time of settlement of the     Contract price) as part payment of the Contract
Lot Contract the bond will expire and the mortgage        Price and Huntley Custodians to pay such capital
over the interests of the Investors Development           to Cascades Vista Pty Ltd upon Development
Preference Shares will be released and title to the Lot   Preference Share redemption.
transferred to the purchaser.
                                                          Investors participating in that election will receive the
The Union Equities Deposit Bond offers a convenient       8% per annum Interest payable monthly up until Lot
way for Lot purchasers to maximise the ‘value’ of         purchase with the 10% per annum deferred Interest
their Development Preference Shares investment by         payable when all other Development Preference
utilising their interest in the Development Preference    Shareholders investment and deferred Interest are
Shares in Cascades Capital Limited in order to satisfy    paid.
their deposit obligations under the Lot Contract.
No other security or recourse exists for the Union
Equities Deposit Bond.




                                                                                                                      5
     17 Additional Information
     17.1 Consents                                            17.2 Interests of Experts
     The following written consents to the issue of this      No expert or company in which an expert is a partner
     Prospectus have been given and at the time of            or employee has any interest in the promotion of
     lodgement of this Prospectus with the ASIC have not      Cascades Capital Limited, and no amounts have
     been withdrawn:                                          been paid whether in cash or otherwise to an expert
                                                              or such company for services rendered in connection
     • Each of the Directors has consented to the issue
                                                              with the promotion of Cascades Capital Limited,
       of this Prospectus.
                                                              other than as set out below:
     • Axis Financial Group (Australia) Limited has given
                                                              Axis Financial Group (Australia) Limited
       consent in writing to the inclusion of their name
       in this Prospectus and has not withdrawn that          Axis Financial Group (Australia) Limited will be
       consent as at the date of issue of this Prospectus.    performing the role of receiving Development
                                                              Preference Shares Application Forms and arranging
     • Huntley Custodians has given consent in writing
                                                              for the dealing in the application monies pursuant
       to the inclusion of their name in this Prospectus
                                                              to this Prospectus. Axis Financial Group will receive
       and has not withdrawn that consent as at the date
                                                              $5,000 plus GST for providing this service as well as
       of issue of this Prospectus.
                                                              commissions paid as previously detailed (section 10
     • ACVAL DJ Jones and Co Valuers have given               Note 14). Axis Financial Group (Australia) Limited has
       consent in writing to the inclusion in this            not caused or authorised the issue of this Prospectus.
       Prospectus of their report in the form and context
                                                              ACVAL DJ Jones and Co Valuers
       which it appears and has not withdrawn that
       consent as at the date of issue of this Prospectus.    ACVAL DJ Jones and Co Valuers prepared an
                                                              independent valuation and marketing report in relation
     • Pitcher Partners, Chartered Accountants has
                                                              to the Land for inclusion in this Prospectus. An amount
       given consent in writing to the inclusion in this
                                                              of $2,000 plus GST has been paid or has agreed to
       Prospectus of their report in the form and context
                                                              be paid in respect of these services. Other than its
       which it appears and has not withdrawn that
                                                              marketing and valuation report, ACVAL DJ Jones and
       consent as at the date of issue of this Prospectus.
                                                              Co Valuers does not make or purport to make, and is
     • WT Partnership Quantity Surveyors has given            not responsible for any statement in this Prospectus.
       consent in writing to the inclusion in this
                                                              Pitcher Partners
       Prospectus of their report in the form and context
       which it appears and has not withdrawn that            Pitcher Partners prepared the independent tax
       consent as at the date of issue of this Prospectus.    consultants report for inclusion in this Prospectus.
                                                              An amount of $2,000 plus GST has been paid or has
     • Brazier Motti Town Planner has given consent in
                                                              agreed to be paid in respect of these services. Pitcher
       writing to the inclusion in this Prospectus of their
                                                              Partners does not make or purport to make, and is
       report in the form and context which it appears
                                                              not responsible for, any statement in this Prospectus,
       and has not withdrawn that consent as at the date
                                                              other than its Taxation Report in Section 12.
       of issue of this Prospectus.
                                                              Pitcher Partners Financial Advisory (Qld) Pty Ltd
     • Praeger Batt has given consent in writing to the
       inclusion in this Prospectus of their report in the    Pitcher Partners Financial Advisory (Qld) Pty Ltd
       form and context which it appears and has not          prepared the independent accountants report for
       withdrawn that consent as at the date of issue of      inclusion in this Prospectus. An amount of $2,000
       this Prospectus.                                       plus GST has been paid or has agreed to be paid in
                                                              respect of these services. Pitcher Partners Financial
     • Piper Alderman has given consent in writing to the
                                                              Advisory (Qld) Pty Ltd does not make or purport
       inclusion of their name in this Prospectus and has
                                                              to make, and is not responsible for, any statement
       not withdrawn that consent as at the date of issue
                                                              in this Prospectus, other than its Independent
       of this Prospectus.
                                                              Accountants Report in Section 11.
     • OzzyConnect Limited has given consent in writing
                                                              Piper Alderman Solicitors and Praeger Batt
       to the inclusion of their name in this Prospectus
                                                              Solicitors
       and has not withdrawn that consent as at the date
       of issue of this Prospectus.                           Piper Alderman and Praeger Batt undertook certain
                                                              work in relation to preparation of this Prospectus.

54
An amount of $8,000 plus GST has been paid or has       Russell Sparke shall receive Directors fees for
agreed to be paid in respect of these services. Piper   meeting attendances as well as reasonable hourly
Alderman Solicitors and/or Praeger Batt Solicitors      fees for specific allocated tasks. Russell Sparke has
does not make or purport to make any statement in       acted or acts as sales and marketing co-ordinator for
this Prospectus.                                        Cascades Vista Pty Ltd.
Huntley Custodians                                      Gerard Batt is a partner of Praeger Batt Solicitors
                                                        who has been involved in the preparation of this
Huntley Custodians will be paid $5,000 plus GST         Prospectus and receives fees accordingly. Mr Batt
plus annual fees for acting as trustee. Huntley         shall be entitled to receive reasonable Directors fees
Custodians does not make or purport to make any         as a Director of Cascades Capital Limited and legal
statement in this prospectus.                           fees for specific allocated tasks.
WT Partnership Quantity Surveyors
                                                        17.4 Issue Expenses
WT Partnership prepared an independent
development cost analysis report in relation to the     The total estimated expenses of the issue paid or to
development cost of Cascades for inclusion in this      be paid (excluding GST) by Cascades Vista Pty Ltd
Prospectus. An amount of $1,000 plus GST has been       comprise:
paid or has agreed to be paid in respect of these
services. Other than its independent cost report                               Minimum          Maximum
WT Partnership does not make or purport to make,                               Subscription     Subscription
and is not responsible for any statement in this
                                                        Legal fees                     $8,000          $8,000
Prospectus.
                                                        Accounting fees                $4,000          $4,000
17.3 Disclosure of Interests - Cascades                 Independent
Capital Limited                                         expert’s fees                  $3,000          $3,000
Other than as set out below or elsewhere in this        Authorised
Prospectus, no Director of Cascades Capital Limited     Intermediary fee               $5,000          $5,000
and no company of which a Director is a director,
has an interest in the promotion of Cascades Capital    Printing and
Limited and no amounts, whether in cash or shares or    print set up                 $10,000          $10,000
otherwise, have been paid or agreed to be paid to any   ASIC and other fees            $5,000          $5,000
Director or proposed Director either to induce them
to become or qualify as a Director, or otherwise for    Commissions and
services rendered in connection with the promotion of   contingency                  $60,000          $75,000
Cascades Capital Limited other than as set out below:   Total                        $95,000        $110,000
Cascades Cairns Pty Ltd owns the 100 management
shares in Cascades Vista Pty Ltd with Cascades          17.5 Independent Reports
Cairns Pty Ltd owned 15% by Lloyd Parrant and
85% by Smokin’ Joe’s Café Pty Ltd as trustee for        Cascades Capital Limited has sought to have the value,
the Cherokee 180 Trust an entity associated with        suitability and marketability of the Project determined
Timothy Wright. Lloyd Parrant and Timothy Wright        by independent consultants. However, Development
are directors of Cascades Capital Limited, Cascades     Preference Share subscribers should seek advice from
Vista Pty Ltd and Cascades Cairns Pty Ltd.              their own consultants on these issues.
Interests of Directors in contracts with Cascades
Vista Pty Ltd the sole shareholder of Cascades          17.6 Litigation and Administrative Action
Capital Limited are as follows:                         There are currently no proceedings which in the
                                                        opinion of the Directors will have a materially adverse
Timothy Wright as a director of OzzyConnect
                                                        affect on the business or financial position of
Limited and Cascades Cairns Pty Ltd has an
interest in the Finance Facilitation Agreement to       Cascades Capital Limited.
acquire the necessary funding for the development
and the Project Administration Agreement for the        17.7 Licensed dealers
administration of the project during construction.      Cascades Capital Limited does not hold an
Timothy Wright is also a director and shareholder       Australian Financial Services Licence under the Act.
of Union Equities Pty Ltd who provide the Union         Accordingly, Cascades Capital Limited will only issue
Equities Deposit Bond as described in Section 16.       Shares pursuant to this Prospectus via entities which
                                                        are appropriately licensed under the Act.
                                                                                                                  55
     Directors’ Statement
     The Directors report that after due enquiry they have not become aware of any circumstances which in their
     opinion will materially affect Cascades Capital Limited other than as disclosed in this Prospectus.
     To the best of the Directors’ knowledge and belief, the information contained in this Prospectus is correct and
     there are no material omissions likely to affect the accuracy of the information.
     Signed pursuant to Section 351 of the Corporations Act, 2001, for the purposes of lodgement of this Prospectus
     with ASIC.




            Timothy Wright




     The Property Maximiser® Facility Time Line
     Example
     Date                    Action and Worked Examples
     December 005           Cascades Capital Limited Prospectus lodged with ASIC.
     December 005           Villa and Apartment Lot Contract presales signed by Lot purchasers – election of Property
     to February 00        Maximiser® - election of Union Equities Deposit Bond to secure deposit and mortgage of
                             Development Preference Shares.
                             Worked Example – Villa or Apartment purchaser enters into a Lot Contract for $330,000
                             and elects to invest 15% of the purchase price of the Lot into Cascades Capital Limited
                             being $49,500 and elects to use the Union Equities Deposit Bond to secure the deposit
                             (and hence no further funds required).
     February 00           Commence Construction.
     December 00           Complete Construction
     December 00           Upon issue of Villa or Apartment titles, Lot contracts settled. Where Union Equities
     to January 007         Deposit Bond is used, release of bond occurs. Development Preference Shareholder and
                             Villa / Apartment purchaser elects to assign investment to Cascades Vista Limited and
                             reduce settlement amount by such investment amount.
                             Worked Example - $330,000 Lot purchaser and Investor of $49,500 settles Lot Contract
                             and provides $280,500 and elects to assign the $49,500 investment in Cascades Capital
                             Limited to Cascades Vista Pty Ltd in full and final satisfaction for the Lot purchase. The
                             8% per annum monthly interest payments cease. The 10% per annum deferred interest
                             payment is calculated to the Lot Contract settlement date.
     January 007            Payment of deferred Development Preference Share Interest of 10% per annum from date
     to February 007        of Drawdown to date of Lot Contract settlement.
                             Worked Example -$330,000 Lot purchaser and Investor of $49,500 receives $4,543 as final
                             deferred Interest payment (calculated on 11 months (335 days)) when all other remaining
                             Development Preference Shareholders are paid their deferred Interest and repaid their
                             investment.




5
Development Preference Shares Application Form
To meet the requirements of the Corporations Law, this Application Form must not be handed on to another
person unless attached to or accompanied by the Prospectus. Guide to Applicants is on the back of this form.


1.          I SUBSCRIBE          $                                          (minimum $10,000 and then multiples of $1,000)

You are required to pay the full amount of the subscription with this Application Form.

2.          COMPLETE FULL NAME DETAILS (PLEASE PRINT)



Surname / Company Name (including A.C.N)                                Applicants Given Names



Joint Applicant # 2 or <Account name>                                             Joint Applicant # 3 or <Account name>

3.          POSTAL ADDRESS



Street No             Street (or PO Box details)


Suburb                                              State                                                 Post Code


4.          TELEPHONE NUMBERS AND EMAIL



Area Code & Home Phone No                                      Area Code & Work Phone No



Area Code & Fax No                                  Mobile                                        Email Address


5.          TAX FILE NUMBERS



            Tax File No for App. # 1                   Tax File No for App. # 2                           Tax File No for App. # 3


6.          DISTRIBUTIONS AND PAYMENTS

                                                                                                                   $
Payee                                  Bank                        Branch               BSB.No           Account No.

7.          Acknowledgment
            I acknowledge, agree and understand that:
            •        My application is made on the basis that pending satisfaction of the preconditions in the Prospectus, my
                     subscription will be held by Cascades Capital Limited ATF Preference Share Application Trust Account and will be
                     returned to me if the conditions are not satisfied or if my application is not accepted.
            •        I have read and understand the Prospectus to which this application is attached.
            •         Cascades Capital Limited may accept or reject this application in whole or part.
            •         If my application is accepted I agree to be bound by the Trust and any successor document or constitution.


HOW TO APPLY
Fill out the Application Form. Draw a cheque payable to 'Cascades Capital Limited ATF Preference Share Application Trust Account'-
                              .
and cross it “Not Negotiable” Return the completed Application Form with the cheque to Cascades Capital Limited,
GPO Box 3121, Brisbane 4001. For electronic lodgment follow the instructions in Guide to the Development Preference Shares
Application Form on the following page.
Before sending the Application form you should read this Prospectus in full.

SIGNATURE NOT REQUIRED. The return of this Preference Shares Application Form
with payment will constitute your offer to invest into the Cascades Capital Limited                                    Brokers/Dealers
Development Preference Shares.                                                                                             Stamp
Guide to the Development Preference Shares Application
Form
                    Applications may only be made on an Application                  Your BSB Number is a six digit number which
                    Applications may only be made on an Application                 Your BSB your bank and branch. If unsure, please
                    Form attached to this Prospectus or via the                      identifies Number is a six digit number which identifies
                    Form attached to this Prospectus or via the                     your bank andbank to confirm the please contact your
                    Application Form attached to the Prospectus at www.              contact your branch. If unsure, correct number.
                    Application Form attached to the Prospectus at                  bank to confirm the correct number.
                    CascadesOnTheLake.info. Cascades Capital Limited
                    www.sanctuaryestate.info. The Company has the                    Signature on the Application Form
                    has the right to close the issue at any time. Cascades          Signature on IS NOT REQUIRED ON THE
                    right to close the issue any time. The Company has               SIGNATURE the Application Form
                    Capital Limited has the right to accept or reject any           SIGNATURE IS FORM.
                    the right to accept or reject any Application in whole           APPLICATION NOT REQUIRED ON THE APPLICATION
                    Application in whole or part.                                   FORM.
                    or part.
                                                                                     Before sending the Application form you should read
                    Minimum Subscription                                            Before sending the Application this Developmentread
                    Minimum Subscription                                             this Prospectus. The return of form you should
                    You may invest an amount of $10,000 or more with                this Prospectus. The return of this Development
                    You may invest an amount of $10,000 or more with                 Preference Shares Application Form with payment
                    investments in excess of $10,000 being in increments            Preference Shares Application Form with payment will
                    investments in excess of $10,000 being in increments             will constitute your offer to invest into the Cascades
                    of $1,000. You are required to pay the full amount with         constitute your offer to invest into the Sanctuary Vista
                    of $1,000.You are required to pay the full amount                Capital Limited Development Preference Shares.
                    the Application Form.                                           Limited Development Preference Shares. Applicants
                    with the Application Form.                                       Applicants will be assumed to be joint tenants unless
                    Cheques                                                         will be assumed to be joint tenants unless otherwise
                                                                                     otherwise specified.
                    Cheques                                                         specified.
                    Cheques must be made payable to ‘Cascades Capital
                    Cheques must be made Share Application Trust                     Correspondence
                    Limited ATF Preference payable to 'Sanctuary                    Correspondence will only be addressed to the
                    Vista Limited ATF pin your cheque to the Application             All correspondence
                    Account’. Please Preference Share Application Trust             All correspondence will only be addressed Application
                    Account'. Please pin your cheque to the Application              person and address as completed on the to the
                    Form. Your cheque must be drawn in Australian                   person For joint applicants, one address only can be
                    Form. Your cheque must be drawn in Australian                    Form. and address as completed on the Application
                    currency. Receipt will not be issued.                           Form. For joint applicants, one address only can be
                    currency. Receipt will not be issued.                            entered.
                    Electronic Lodgment                                             entered.
                    Electronic Lodgment
                    You may lodge the Application electronically by                  Lodgement of Application Forms
                    You may lodge the Application electronically by                  Lodgement of Application and cheque must be
                                                                                     Completed Application FormForms
                    completing the Preference Shares Application
                    completing the Preference Shares Application Form                Completed Application Form and cheque must be
                    Form attached to the Prospectus found at www.                    sent to:
                    attached to the Prospectus found at                              sent to: Postal address for mail
                    CascadesOnTheLake.info and transferring the
                    www.sanctuaryestate.info and transferring the
                    application sum to ‘Cascades Capital Limited ATF                          Sanctuary Vista Limited
                                                                                              Postal address for mail
                    application sum to 'Sanctuary Vista Limited ATF Share                     GPO Box 3121
                                                                                              Cascades Capital Limited
                    Preference Trust Application Trust Account’ at Bank
                    Application ShareAccount' at Bank of Queensland                           BRISBANE QLD 4001
                    of Queensland BSB 124-001 and Account Number                              C/- OzzyConnect Limited
                    BSB 124 001 and Account Number 20039677.
                    202 255 99                                                                GPO Box 3121
                    Tax File Numbers                                                          BRISBANE QLD 4001
                                                                                              Office address for delivery
                    Tax File Numbers
                    Collection of tax file numbers is authorised by tax law                   Sanctuary Vista Limited
                                                                                              Office address for delivery
                    and the Privacy Act 1988. You is authorised to advise
                    Collection of tax file numbers do not have by tax law                     Level 6
                                                                                              Cascades Capital Limited
                    your the Privacy Act 1988. or exemption. Failure to
                    and tax file number (TFN) You do not have to advise                       293 Queen Street
                                                                                              C/- OzzyConnect Limited
                    provide afile number (TFN) or not affect the success
                    your tax tax file number will exemption. Failure to                       BRISBANE QLD 4000
                                                                                              Level 6 293 Queen Street
                    of your application. However, if not initially provided, of
                    provide a tax file number will not affect the success
                                                                                              BRISBANE QLD 4000
                    your TFN will be subsequently requested.
                          application. However, if not initially provided, your
                                                                                      Enquiries
                    TFN will be subsequently requested.
                    Distribution Bank Account Details                                 Contact
                                                                                     EnquiriesSanctuary Vista Limited by email -
                    Quarterly income distribution will be paid by
                    Distribution Bank Account Details                                 investment@sanctuaryestate.info
                                                                                     Contact Cascades Capital Limited by email
                    electronic transfer to your bank account. by electronic
                    Monthly income distribution will be paid Please                  -or contact your Registered Investment Advisor
                                                                                       investment@CascadesOnThelake.info or
                    transfer to your bank account details are correct.
                    ensure thatyour bank account. Please ensure that your            contact your Registered Investment Advisor
                     bank account details are correct.


CORRECT FORMS OF REGISTRABLE NAMES
   CORRECT FORMS OF REGISTRABLE NAMES

Note that only legal entities are allowed to hold Interests. Application must be made in the name(s) of natural persons, companies
      Note that only legal entities are Sanctuary Vista Limited. At least one given name in full and the surname is required for each
or other legal entities acceptable toallowed to hold interests. Applications must be made in the name(s) of natural persons, companies
      or person. The name of the beneficiary or any other non-registrable one given be included by way of an account designation
natural other legal entities acceptable to Cascades Capital Limited. At least name mayname in full and the surname is required for each
      natural person. The name of as shown below to other non-registrable name may
if requested. Use the symbols<>the beneficiary or anyindicate an account designation.be included by way of an account designation if
      requested. Use the symbols <> as shown below to indicate an account designation.
TYPE OF INVESTOR                                                                   CORRECT FORM                    INCORRECT FORM
     TYPE OF INVESTOR                                                              CORRECT FORM                     INCORRECT FORM
Individual
Use given names in full, not the initials                                         John James Smith                J. J. Smith
     Individual
     Use given names in full, not the initials
Company                                                                            John James Smith                J. J. Smith
Use the company title, not abbreviations                                          XYZ Pty Ltd                    XYZ P/LXYZ Co
     Company
     Use person under the not of 18). Do not
Minor (a the company title, age abbreviations use the name                         XYZ Pty Ltd Smith
                                                                                   John James                      XYZ P/L XYZ
                                                                                                                  John Smith JnrCo
of the minor, use the name of the responsible adult                               <John Smith Jnr>
     Minor (a person under the age of 18). Do not use the name of the              John James Smith
     minor, use the name of the responsible adult
Trusts                                                                             <John Smith Jnr>               John Smith Jnr
Do not use the name of the Trust, use trustee(s) name(s)                           Mary Smith                    Mary Smith Family Trust
     Trusts                                                                        Mary
                                                                                  <Mary Smith Family Trust>       Mary Smith Family
     Do not use the name of the Trust, use trustee(s) name(s)                      <Mary Smith Family Trust>      Trust
Partnerships
Do not use the name of the partnership, use partners personal names
     Partnerships                                                                 John Smith &&Michael Smith
                                                                                   John Smith Michael Smith      Smith Brothers
     Do not use the name of the partnership, use partners personal names          <Smith Brothers>
                                                                                   <Smith Brothers>               Smith Brothers
Villa / Apartment Register of Interest
         NOTE: THIS FORM IS ONLY TO BE COMPLETED BY POTENTIAL INVESTORS WHO MAY ALSO WISH TO
                             PURCHASE A RETREAT VILLA OR RESORT APARTMENT.
                      A GUIDE TO COMPLETING THIS FORM IS ON THE BACK OF THIS PAGE



A.          VILLA OR APARTMENT NOMINATION

Nominate the Villa or Apartment you wish to purchase here                 Villa or Apartment No.
Nominate your second choice here                                          Villa or Apartment No.
Nominate your third choice here                                           Villa or Apartment No.



B.          COMPLETE FULL NAME DETAILS (PLEASE PRINT)



Surname / Company Name (including A.C.N)Applicant’s Given Names



Joint Applicant # 2 or <Account name>Joint Applicant # 3 or <Account name>

C.          POSTAL ADDRESS



Street No            Street (or PO Box details)


Suburb                                            State                                              Post Code


D.          TELEPHONE NUMBERS AND EMAIL



Area Code & Home Phone No                                    Area Code & Work Phone No



Area Code & Fax No                                Mobile                                       Email Address


E.          Please advise how Cascades Capital Limited and Cascades on the Lake were brought to your attention.

     Agent                  Financial Planner               Advertising              Web            Other …………………………..



SIGNATURE NOT REQUIRED




                                                                                                                 Brokers/Dealers
                                                                                                                     Stamp
                                                                                                                                   59
Guide to the Villa and Apartment Register of
Interest
     Please complete all relevant sections of the Villa / Apartment Register of Interest using BLOCK LETTERS.
        These instructions are cross referenced to each section of the Villa / Apartment Register of Interest.
                                Further particulars are contained in the table below




             A   Please nominate your Villas / Apartments of
                 choice here by identifying no less than two
                 and no more than three Villas / Apartments by
                 reference to the Villas / Apartments number
                 located on the Cascades web site price list or the
                 site plan in the prospectus.

             B   Write your full name in which you wish to
                 purchase your Villa or Apartment here. If you are
                 unsure of the purchasing entity use your own
                 name. However the correct purchasing entity will
                 be required if you enter into a Villa or Apartment
                 Contract. This must be either your own name
                 or the name of a company. Up to three joint              Lodgement of Register of Interest
                 Applicants may register.                                 Completed Register of Interest and cheques must be
                                                                          sent to:
             C   Please enter your postal address for all                          Postal address for mail
                 correspondence.                                                   Cascades Capital Limited
                                                                                   C/- OzzyConnect Limited
             D   Please enter your contact details here.                           GPO Box 3121
                                                                                   BRISBANE QLD 4001
             E   Please identify how the Cascades On The Lake
                 Project was brought to your attention here.                       Office address for delivery
                                                                                   Cascades Capital Limited
                                                                                   C/- OzzyConnect Limited
                                                                                   Level 6 293 Queen Street
                                                                                   BRISBANE QLD 4000
                                                                          Enquiries
                                                                          Contact Cascades Capital Limited
                                                                          by email - investment@CascadesOnTheLake.info
                                                                          ALL CONTACT DETAILS ON BACK OF PROSPECTUS




THE PROCESS IN SUMMARY


 Refer Section 1 of this Prospectus for full details.
 •   Nominate no less than 2 and no more than 3 Villas / Apartments.
 •   Be contacted by a representative of Cascades Vista Pty Ltd to arrange a full sales presentation with the objective of entering
     into a Villa or Apartment Contract to purchase an available Villa or Apartment.
 •   At the same time as signing the Villa or Apartment Contract subscribe for the Development Preference Shares between 10%
     and 20% of the Villa / Apartment Contract Price payable to the 'Cascades Capital Limited ATF Preference Share Application
     Trust Account'.
 •   Have the opportunity to elect to utilise the Development Preference Shares as security for the Union Equities Deposit Bond
     (as an alternative to paying a cash deposit or providing a bank guarantee).
 •   Be able to elect to have your investment in the Development Preference Shares as part payment of the Villa / Apartment
     Contract Price at settlement of your Villa / Apartment by assigning the proceeds of your Development Preference Shares
     back to the Company.
Corporate Directory
Prospectus Issuer                       Independent Accountants
Cascades Capital Limited                Pitcher Partners Financial Advisory (Qld) Pty Ltd
ACN 117 188 502                         300 Queen Street
Suncorp Metway Chambers                 Brisbane Qld 4000
Level 6, 293 Queen Street
Brisbane Qld 4000                       Auditors and Tax Consultants
                                        Pitcher Partners
Directors of Cascades Capital Limited   300 Queen Street
Timothy Wright                          Brisbane Qld 4000
Lloyd Dixon-Parrant
Russell Sparke                          Valuers
Gerard Batt                             ACVAL D.J. Jones and Co
                                        21 Lake Street
Developer of Cascades On The Lake       Cairns Qld 4870
Cascades Vista Pty Ltd
ACN 107 450 975                         Share Registry
Suncorp Metway Chambers                 Pitcher Partners
Level 6, 293 Queen Street               300 Queen Street
Brisbane Qld 4000                       Brisbane Qld 4000


Directors of Cascades Vista Pty Ltd     Quantity Surveyors
Timothy Wright                          WT Partnership
Lloyd Dixon-Parrant                     144 Edward Street
Russell Sparke                          Brisbane Qld 4000
Gerard Batt
                                        Town Planning
Trustee                                 Brazier Motti
Huntley Custodians Limited              12-20 Toogood Road
Suite 301, 37 Bligh Street              Woree, Cairns 4870
Sydney NSW 2000
                                        Authorised Intermediary for the Offer
Solicitors to the Issue                 Axis Financial Group (Australia) Limited
Praeger Batt Solicitors                 Level 24, Royal Exchange Building
Level 4, 180 Queen Street               56 Pitt Street
Brisbane Qld 4000                       Sydney NSW 2000
                                        Phone 02 9375 0100
Advisory Lawyers to the Issue
Piper Alderman
Level 23, Governor Macquarie Tower
No1 Farrer Place
Sydney NSW 2000
 Cascades Capital Limited
    ACN 117 188 502




                                        Enquiries

                                        Investment Enquiry
                                        investment@CascadesOnTheLake.info



                                        Lot Sales
                                        sales@CascadesOnTheLake.info



                                        Company Enquiry
                                        living@CascadesOnTheLake.info



                                        Property Details and Prospectus
                                        www.CascadesOnTheLake.info



Contact

Timothy Wright - Chairman of Cascades Capital Limited


Direct Line (07) 3232 5301
Mobile        0418 700 654


C/- OzzyConnect Limited
Level 6
293 Queen Street
Brisbane Qld 4000

				
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