Appendix B: Conditions Precedent to Drawdown

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• Overview & contents
• 1. Executive Summary
• 2. Investment Thesis
• 3. Company and Business Overview
• 4. Problem, Customer Need and Value Proposition
• 5. Products and Services
• 6. Industry Analysis
• 7. Market Analysis and Sizing
• 8. Customer Analysis
• 9. Competitive Landscape
• 10. Business Model
• 11. Go-to-Market Strategy
• 12. Operating Model
• 13. Management and Organisation
• 14. Strategic Plan
• 15. SWOT Analysis
• 16. Risk Analysis
• 17. ESG and Sustainability
• 18. Implementation Roadmap
• 19. Financial Plan
• 20. Assumptions Framework
• 21. Funding Requirement and Structure
• 22. Break-Even and Debt Serviceability
• 23. Investment Case and Valuation
• 24. Sensitivity and Scenario Analysis
• 25. Key Performance Indicators and Management Dashboard
• 26. Conclusion
• A. Appendix A: Assumption Register
• B. Appendix B: Conditions Precedent to Drawdown
• C. Appendix C: Index of Exhibits and Tables
• D. Appendix D: Glossary

The following are proposed as conditions precedent to first equity drawdown. They are drafted from the investor’s side rather than the company’s, and each one exists because the corresponding failure would be expensive and irreversible.

B.1 Appointments

1. Managing Director appointed and contracted, with the background specified in Section 13.1.
2. Head of Plant Health and Seed appointed and contracted, or a binding consultancy arrangement with a qualified plant pathologist in place for a minimum of two seasons alongside a domestic appointment.
3. Farm Manager appointed for the Levubu operation.

B.2 Land and water

1. Soil and pathogen screening completed on all blocks intended for FY2027 planting, with documented pass results including Ralstonia and Fusarium screening, nematode counts, drainage assessment and irrigation water quality.
2. Leases executed on not less than the FY2027 and FY2028 rotation footprint, with minimum seven-year terms, renewal options, and specified ownership and removal rights over irrigation infrastructure.
3. Water use entitlements verified as valid, transferable to the lessee and sufficient for the planned area, with written confirmation from the relevant authority.

B.3 Planting material

1. Planting material secured under binding purchase arrangements for the FY2027 seed block and commercial area, with indexing certificates for the seed block material.
2. Seed multiplication protocol documented and adopted by the board, including the sanitation, roguing and abandonment rules in Section 12.4.

B.4 Funding and governance

1. Term debt facility agreement signed and conditions precedent to first term drawdown satisfied or waived.
2. Seasonal production credit facility committed on a multi-season basis at not less than the limits in Section 21.4, secured against the crop and the debtor book, with covenant testing commencing no earlier than FY2030.
3. Board constituted in accordance with Section 13.4, including the independent chair and the two investor-nominated directors.
4. Reserved matters adopted in the shareholders agreement, specifically the three matters in Section 13.4.
5. Insurance placed, covering assets, crop where obtainable on commercial terms, business interruption on the packhouse and cold store, and public liability.

B.5 Milestones for Tranche B

Set out in full in Section 18.4. In summary: yield of not less than 24 tonnes a hectare; crop loss to disease of not more than 15% of planted area; the seed block indexed clean and sufficient to plant the FY2028 area of 46 hectares; and marketable share of not less than 84% through the company’s own packhouse.