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Fingal Share Class Paladin Monetizer Fund A Cell Company of Rampart Asset Management PCC Information Memorandum (IM) dated 1 st October 2012

Fingal Share Class - Paladin Corporation€¦ · Mauritius, Financial Services Commission Collective Investment Scheme Manager Paladin Corporation Pty Ltd 605 La Balsa, 45 Brisbane

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Page 1: Fingal Share Class - Paladin Corporation€¦ · Mauritius, Financial Services Commission Collective Investment Scheme Manager Paladin Corporation Pty Ltd 605 La Balsa, 45 Brisbane

PAGE ONE

Fingal Share Class

Paladin Monetizer Fund

A Cell Company of Rampart Asset Management PCC

Information Memorandum (IM) dated 1st October 2012

Page 2: Fingal Share Class - Paladin Corporation€¦ · Mauritius, Financial Services Commission Collective Investment Scheme Manager Paladin Corporation Pty Ltd 605 La Balsa, 45 Brisbane

FINGAL SHARE CLASS - PAGE TWO

Corporate Directory Jurisdiction and Regulator

Mauritius, Financial Services Commission

Collective Investment Scheme Manager

Paladin Corporation Pty Ltd

605 La Balsa, 45 Brisbane Road

Mooloolaba, Qld 4557

Australia

Phone: +61 7 5444 0670

Email: [email protected]

Collective Investment Scheme Administrator

Grand Baie Trust Company Ltd

1st Floor, Block B Ruisseau Creole Complex

La Mivoie, Black River

Mauritius

Phone: +230 483 7117

Statutory Warning Investors in the Paladin Monetizer Fund PCC or the Collective Investment Scheme, constituted in the Fingal Share Class are not protected by any statutory compensation arrangements in Mauritius in the event of the fund’s failure. The Mauritius Financial Services Commission does not vouch for the financial soundness of the fund or for the correctness of any statements made or opinions expressed with regard to it.

Page 3: Fingal Share Class - Paladin Corporation€¦ · Mauritius, Financial Services Commission Collective Investment Scheme Manager Paladin Corporation Pty Ltd 605 La Balsa, 45 Brisbane

FINGAL SHARE CLASS - PAGE THREE

Paladin Monetizer Fund PCC

Fingal Share Class (of the Cell Company)

Information Memorandum (IM) dated 1st October 2012

LETTER FROM THE CHAIRMAN FOUR

STEPS TO INVEST FIVE

KEY FEATURES FIVE

ORGANIZATIONAL STRUCTURE SIX

BENEFITS SEVEN

RISKS EIGHT

ABOUT THE FUND EIGHT - NINE

THE INVESTMENTS OF THE FUND NINE - TWELVE

HOW THE FUND OPERATES TWELVE - THIRTEEN

FEES AND EXPENSES THIRTEEN - FOURTEEN

ADDITIONAL INFORMATION FIFTEEN

GLOSSARY AND CHECKLIST SIXTEEN

Important Information

This document is the Information Memorandum (IM) dated 1st October 2012 for Shares in the Fingal Share Class (the Fund).

The Fund is a Collective Investment Scheme (CIS) structured as Cell Company of Rampart Asset Management PCC (C07058950), a protected cell company Licensed and registered with the Financial Services Commission of the Republic of Mauritius.

The Fund is promoted by the CIS Manager, Paladin Corporation Pty Ltd (the Promoter, the CIS Manager) and generally invests in global debt securities and specialised private equity.

This IM is produced under the relevant law in Mauritius. Persons or entities wanting to invest in the Fund should seek legal advice on the applicable securities laws and disclosure requirements in their jurisdiction.

DISCLAIMER

Investing in the Fund involves risk (see the section ‘Risk’). The Promoter recommends all potential applicants take specialist advice before completing an application form for Shares. Only information contained in this IM should be relied upon.

No person is authorised to give any information, or to make any representations, in connection with this offer which is not contained in this IM. Any information or a representation which is not in this IM may not be relied on as having been authorised by the Promoter in connection with this offer.

CAPITAL GUARANTEE

A Capital Guarantee can be selected at application to secure up to 100% of the application monies with a minimum of $500,000 acquisition deposit for the Capital Guarantee instrument. The Capital Guarantee is denominated in AUD by default, but may be denominated in other major currencies. The yields of other major currencies are very low which reduces the returns to the Investor. If selected, the balance of the application monies after acquiring the Capital Guarantee will subscribe for Shares in the Fingal Share Class in the Fund.

Whether selecting the Capital Guarantee or not, income performance on issued Shares is not guaranteed, underwritten or warranted by the CIS Manager, its Directors nor any other person or entity.

Page 4: Fingal Share Class - Paladin Corporation€¦ · Mauritius, Financial Services Commission Collective Investment Scheme Manager Paladin Corporation Pty Ltd 605 La Balsa, 45 Brisbane

FINGAL SHARE CLASS - PAGE FOUR

Letter from the Chairman

Dear Investor

On behalf of the Fingal Share Class, I am delighted to present this Information Memorandum. The Fund is a share class of the Paladin Monetizer Fund a cell company and registered collective investment vehicle in Mauritius.

I believe the Fingal Share Class is a powerful way to invest into the booming Australian resources sector without the high risk associated with direct investment. The Fund has a target growth performance from modelling of between 28.55% pa & 57.31% pa annualised over the 5 year term of the Fund, by acquiring a stake in the promising Fingal Valley Coal Mining project. In addition the Fund has the ability to reduce the risk to near zero with an optional Capital Guarantee, in which case the target performance is projected to be between 12.14% pa & 19.33% pa.

Paladin Fund Management uses a uniquely designed structured deposit instrument with a minimum S&P A rated Transferrable Certificate of Deposit (TCD) issued by one of Australia’s four pillar banks (all in the world’s top 20 safest banks) for Investors selecting a Capital Guarantee in any Paladin Monetizer Fund share class.

The minimum application to select the Capital Guarantee is $500,000 and a separate agreement with Paladin Securities is required as the dealer to arrange the Capital Guarantee with the issuing bank.

Investors can choose the Capital Guarantee on subscribing for the Fund to reduce risk throughout the project to that of the creditworthiness of the issuing bank. Alternatively, investors can decline the Capital Guarantee and fully invest for shares in the Fingal Share Class for a minimum of $5,000 and relying on the strong fundamental research and strict risk management to have all of their capital participate in the Funds target performance.

Since first investing into the project in 2011 all major milestones have been achieved or surpassed. A comprehensive drilling survey has significantly increased the in-ground asset value of deposits and start up risk is reduced with regulatory and local government approvals are now in place.

The executives that brought investors the successful Paladin Acquisition Fund and Paladin Property Fund, have now partnered with resources and exploration experts to create a special opportunity for wholesale investors to acquire a stake in Fingal Valley Coal Mining Project through Paladin Coal Pty Ltd, a special purpose vehicle incorporated to acquire 25% of the Project.

Please read this Information Memorandum in its entirety to get a full appreciation of the offer. I commend the offer to anyone interested in accessing the safety and performance of a Capital Guaranteed, highly researched acquisition into Australia’s resource sector.

David Hodgson

Chairman – Paladin Fund Management Pty Ltd, a member of the Paladin Group

Page 5: Fingal Share Class - Paladin Corporation€¦ · Mauritius, Financial Services Commission Collective Investment Scheme Manager Paladin Corporation Pty Ltd 605 La Balsa, 45 Brisbane

FINGAL SHARE CLASS - PAGE FIVE

Steps to Invest

Read Read this Information Memorandum

Consider Please pay particular attention to all of the risk factors in the section “Risks”. You need to consider this investment information in light of your particular investment objectives and circumstances. For example, selecting the Capital Guarantee reduces the risk but also reduces the potential returns by issuing less Shares.

A Capital Guarantee Dealer Agreement is required to be completed if selecting the Capital Guarantee when investing in the Fingal class of units in the Fund.

Consult You should consider whether you need to consult a financial, tax or other professional adviser to help you decide whether an investment in the Fund is appropriate to your financial objectives.

Complete If you decide to invest in the Fund, please complete the Application Form accompanying this IM.

The completed Application Form and Capital Guarantee Dealer Agreement (if any) must be signed and returned together with a cheque, if you are paying by cheque, or a remittance advice, if you are paying by any form of local electronic funds transfer or a Telegraphic Transfer.

Certify If this is your initial subscription then you must provide appropriate certified identification documents, as required by the CIS Manager’s Anti-Money Laundering and Counter Terrorism Financing policy.

Mail Send your completed Application Form, supporting documentation and cheque or electronic funds transfer remittance advice to the Promoter at:

Paladin Corporation Pty Ltd, PO Box 1577, Mooloolaba, QLD 4557, Australia

NOTE: Cheques, EFT’s and TT’s are made payable as described on the Application Form

Key Features

Name of the Fund Paladin Monetizer Fund

Cell Company Fingal Share Class

Security Shares, fully paid (shareholder rights described in section Additional Information)

Type of Fund Growth Fund

Capital Guarantee 5 year term (to align with the life of the Fund, namely five years)

100% of the application money can be capital guaranteed by a uniquely designed structured deposit instrument, S&P A (minimum) rated Transferrable Certificate of Deposit (TCD) issued by one of Australia’s four pillar banks (see Page 4), subject to the issued TCD terms and conditions. Minimum deposit to acquire the Capital Guarantee is $500,000 (see section Benefits for worked examples).

Paladin Securities Pty Ltd is the Dealer of the Capital Guarantee but not a guarantor.

Investment Style Acquisition of a stake holding of an early stage Australian coal mining project through a special purpose vehicle (SPV). Closed ended growth fund.

Investment Manager Paladin Coal Pty Ltd (the SPV).

Target Performance The Fund is targeting 28% pa to 57% pa returns on shareholdings after fees and expenses without a Capital Guarantee, and between 12% pa and 20% pa for investors selecting a Capital Guarantee. Please note, although strong research supports this objective return, past performance does not guarantee future returns.

Timeframe 5 years fixed term. Investors selecting the Capital Guarantee will acquire a TCD for the same term as the fund, namely five years.

Fund minimum subscription No minimum

Minimum Investment A$5,000 with A$1,000 increments for additional contributions

Page 6: Fingal Share Class - Paladin Corporation€¦ · Mauritius, Financial Services Commission Collective Investment Scheme Manager Paladin Corporation Pty Ltd 605 La Balsa, 45 Brisbane

FINGAL SHARE CLASS - PAGE SIX

Key Features (continued)

Share Price $1 fixed (capital growth distributed per share at term)

Income Distribution The Fingal Share Class is illiquid for the five year term. Capital and capital growth will be distributed by the SPV at the end of the term.

Redemptions There are no redemptions during the term.

Management Fee The management fee is 2% pa of application amount paid as a single payment for the five year term on application, namely 10%. The projections made in this IM are based on 100% of the capital invested, not the balance after fees.

Performance Fee 10% (exclusive of GST) of any capital growth distributed from the SPV at the end of the term.

Establishment Fee NIL

Buy Sell Spread NIL

Adviser or Introducer Commissions 3.25% of Application Amount if an Advisor or Introducer is involved.

Cooling Off As the Fund is only available to Eligible Investors cooling off rights do not apply.

Organisational Structure

Wholesale Individuals, Companies, Trusts, Family Office, Superannuation Investors

Paladin Corporation – CIS Manager Paladin Monetizer Fund PCC – Mauritian Protected Cell Company

Fingal Share Class (Cell Company)

72.5% Paladin Owned (45% Paladin Monetizer Fund (Investors), 27.5% Paladin Entities), 27.5% Project Manager (Tekoa Australia Pty Ltd ATF)

Paladin Coal (Special Purpose Vehicle)

25% owned by Paladin Coal SPV Owns 100% of Hard Rock Investments and Leases 16 and 17 of Fingal Valley Coal

Hard Rock Coal Mining

Page 7: Fingal Share Class - Paladin Corporation€¦ · Mauritius, Financial Services Commission Collective Investment Scheme Manager Paladin Corporation Pty Ltd 605 La Balsa, 45 Brisbane

FINGAL SHARE CLASS - PAGE SEVEN

Benefits

DEMAND FOR QUALITY COAL

Global demand for thermal coal is rising, particularly in developing countries. As these developing economies continue to grow then electricity demand increases, driving demand for coal. Coal has long been seen as a cheap and reliable source of base load power.

The interest in renewable energy technologies continues to increase, however the development of renewable energy falls far short of meeting the increasing world demand for energy.

The Fukushima nuclear disaster following the 2011 Japanese earthquake and tsunami has resulted in a strong public backlash against nuclear power stations. This has contributed to an increased demand for thermal coal in countries with nuclear electricity generation, particularly Japan and Germany.

The UN Statistics Division of the International Energy Statistics Database, predicts the demand for coal to rise to 200 quadrillion BTU in 2035, from a current demand of 130 quadrillion BTU. Virtually all of this consumer demand will come from non-OECD countries, and in particular, Asia.

The International Energy Agency’s World Energy Outlook 2009 Report states that between 2007 and 2030, the Global coal consumption will grow by 53%, and Asia will comprise 90% of that growth.

Australia’s proximity to Asia offers a significant transport cost advantage over other major coal exporters in the Northern hemisphere and is a key driver for Australia’s coal exports. It is also a major factor in energy researcher Wood McKenzie’s prediction that Australian coal exports will grow by over 75% over the next 25 years.

GROWTH RETURNS

Paladin Corporation has rigorously researched the investment potential of the Fingal Valley Coal Project and its potential to return double digit annualised capital growth over five years. The Fund will target 12% pa to 20% pa after fees and expenses for investors selecting to have their capital guaranteed, and 28% pa to 57%pa after fees and expenses for investors selecting NOT to have their capital protected.

YIELD PROTECTION

Yield protection mechanisms include contingent equity, parallel investing and potential support from Paladin’s performance fee income are designed to smooth consistency and reliability of returns.

Contingent Equity

Equity in the Special Purpose Vehicle (SPV) has been specifically distributed among other stakeholders with an obligation to cede sufficient equity to Paladin Monetizer Fund in the event that the Fingal Share Class falls short of the minimum target growth returns. The intention is to provide support for the Fingal Share Class to achieve at least the minimum target growth returns.

Once the project is fully funded the Fingal Share Class will own approximately 45% of the SPV Paladin Coal. All growth return targets are based on the 45% equity in Paladin Coal. Since the targets were calculated a further 5% of Paladin Coal shares have been issued as a bonus to Investors who entered the Fund during the early stages of the project.

Therefore the remaining 50% equity in Paladin Coal is available as contingent equity to be ceded over to Fingal Share Class at the discretion of the Manager if required.

This means that the actual value of the mine at the point of exit in July 2018 could fall by as much as 50% of projections, and Fingal Share Class unitholders would still receive the minimum target growth returns.

Parallel Investing

Early stage stakeholders in Paladin Coal have created significant private equity prior to the admission of the Fingal Share Class as a shareholder. $100 million of capital will be raised in Paladin Coal from the sale of this private equity to the Fingal Share Class.

The first $31 million of the capital raised through the Fingal Share Class is committed to the purchase of approximately 25% of Hardrock Coal Mining (HRCM – see Investments of the Fund). The target growth returns in this PDS are calculated against this first $31 million solely from the capital growth of these shares in HRCM.

The balance of the $100 million capital raised through Fingal Share Class, namely $69 million (less capital raising costs) represents monetized private equity owned by the original stakeholders in Paladin Coal. Up to $50 million of this will be invested into Paladin Group’s specialised Structured Debt program which is an asset class that is uncorrelated to resources and has delivered consistent returns for over 11 years.

While past performance is not a guarantee of future returns Paladin Fund Management is targeting returns from the Structured Debt program to be at least the equivalent of the minimum target growth returns for Fingal Share Class in this PDS. As with the contingent equity, other stakeholders in this program have an obligation to cede sufficient returns to Paladin Monetizer Fund to provide support for the Fingal Share Class to achieve at least the minimum target growth returns.

Forfeit of Performance Fee

The minimum target growth returns described in this PDS are net of a 10% Performance Fee for the Manager. The Manager has the constitutional power to forfeit part or this entire fee to preserve the gross return to the Fingal Share Class. If required the Manager intends to forfeit the performance fee to provide support for the Fingal Share Class to achieve at least the minimum target growth returns.

Page 8: Fingal Share Class - Paladin Corporation€¦ · Mauritius, Financial Services Commission Collective Investment Scheme Manager Paladin Corporation Pty Ltd 605 La Balsa, 45 Brisbane

FINGAL SHARE CLASS - PAGE EIGHT

Benefits (continued)

CAPITAL GUARANTEE

To reduce any risk to near zero, Investors can take the option of a Capital Guarantee using a uniquely designed structured deposit instrument, S&P A (minimum) rated Transferrable Certificate of Deposit (TCD) issued by one of Australia’s four pillar banks through the Dealer Paladin Securities Pty Ltd.

The investor wanting to take up the Capital Guarantee makes a selection when completing the application form and then also completes the Paladin Securities Capital Guarantee Dealer Agreement for the TCD.

Paladin Securities is the Dealer of the TCD with the bank and not a guarantor for investors’ capital. The TCD is specifically acquired to guarantee the whole capital invested to the extent the terms and conditions of the TCD permit for the term of the Fund, namely five years.

The TCD is classed as a ‘deposit product’ ranking it with the Bank’s other senior unsubordinated obligations (the safest). Australia’s main four banks are listed in the top 20 in the list of the world’s safest Banks.

While being ranked with deposits, the TCD performs like a zero coupon bond. These specifications allow the TCD to capitalise up to the original subscription amount over the term (if the investor selects a capital guarantee when applying for the Fund).

The minimum deposit amount to acquire the capital guarantee is $500,000 and a typical TCD acquisition cost over 10 years is 62% and 5 years is approximately 81% of face value. This is a market based instrument and therefore acquisition prices do fluctuate.

Worked example for $806,451 application amount with 100% Capital Guarantee and 10 year term:

100% Capital Guarantee of application amount = $806,451 (face value) x 62% (acquisition cost) = $500,000 (TCD deposit amount).

Worked example for $1,234,567 application amount with 50% Capital Guarantee and 5 year term:

50% Capital Guarantee of application amount = $1,234,567 (face value) /2 x 81% (acquisition cost) = $500,000 (TCD deposit amount).

Page 9: Fingal Share Class - Paladin Corporation€¦ · Mauritius, Financial Services Commission Collective Investment Scheme Manager Paladin Corporation Pty Ltd 605 La Balsa, 45 Brisbane

FINGAL SHARE CLASS - PAGE NINE

Risks

DEFINITION

Investment risk can be considered as the level of uncertainty of future investment returns and capital repayment. Every investment runs the risk that its value and return will fluctuate. As with any investment, the performance of the Fund may be affected by factors outside the control of the CIS Manager.

CAPITAL GUARANTEE

A Capital Guarantee can be selected at application to preserve up to 100% of the application monies. The term of the Capital Guarantee is five years to align with the term of the Fingal Share Class.

The balance of the application monies after acquiring the Capital Guarantee will subscribe for Shares in the Fingal Share Class which may reduce returns compared with being fully subscribed and no Capital Guarantee.

Whether selecting the Capital Guarantee or not, income performance on issued Shares is not guaranteed. Income may be less than the Fund’s objective or at times there may be no income.

MARKET RISK

Markets conditions are beyond the control of the Manager and are subject to many factors, including economic conditions, government regulations, market sentiment, exchange rates, local and international political events and environmental and technological issues. Market risk may have different impacts on each strategy employed within the Fund. Performance could vary as a consequence despite the Managers’ best efforts to mitigate risk.

CREDIT AND COUNTERPARTY RISK

Entry into transactions, such as for acquisitions, may give rise to counterparty risk. Substantial losses could be incurred if counterparties fail to deliver on their contractual obligations, or experience financial difficulties.

LIQUIDITY RISK

The Fingal Share Class is a closed ended investment. Once Shares have been issued and a capital guarantee (if any) has been acquired then investors must wait until the special purpose vehicle distributes capital growth at the end of the five year term to realise returns (if any) from the project. During the term there is no established secondary market for trading Shares in the SPV. However current demand for stockholdings in coal mines from Asian energy companies, particularly as the mine production increases, is expected to grow for at least the next 10 years, reducing the risk to the investor over time.

PROJECT RISK

Project specific risks can range from the site itself, market forces and some statutory approvals over the life of the project such as:

• Commencement of Construction after August 2013

• Commencement of Production after Q2 2014

About the Fund

FUND STRUCTURE

The Fund is a share class of Paladin Monetizer Fund, regulated under the Financial Services Commission of Mauritius.

The Fingal Share Class shares of the Paladin Monetizer Fund is open ended and invests in 45% of Paladin Coal, a special purpose vehicle (SPV) incorporated to hold up to 25% of the shares in the Fingal Valley Coal Project owned and managed by Hard Rock Coal Mining.

The Fingal Share Class will operate for a five year term and will distribute capital and capital growth at the end of that term with the sale of its stake holding in Paladin Coal.

Research shows there is growth demand from existing and new coal producers for developed projects delivering thermal coal. This demand supports the ability of the Fingal Share Class to exit the project at term and meet the objective returns.

The Shares applied for on the application form in this IM are Fingal Class Shares. Each Share represents an equal interest in the assets of the Fund in the Fund. Share prices will fluctuate (up or down) with changes in the value of the SPV as it meets and passes project milestones.

An Investor in Fingal Class shares do not have a direct interest

in the underlying assets held by the Fingal Share Class, or that of the special purpose vehicle. Investor’s rights to receive capital growth distributions (if any) from their Shareholding are defined in the Constitution and this IM.

ASSET VALUATION

The gross asset value of the assets in the Fingal Share Class in the Fund will be valued at the end of each year.

Fees and expenses will then be calculated and deducted to calculate a net asset value which will be used to calculate a Share price for that year. The change in value and Share price will be reported to Shareholders every year.

CUSTODIAN

The Custodian for the Fund is State Bank of Mauritius Ltd who will hold the assets of the Fund on behalf of Investors.

The Custodian owes a general duty to exercise all due care and diligence in carrying out its responsibilities which include holding the assets of the Fund, opening and operating Fund bank accounts, receiving all income of the Fund and making transactions to and from the Fund with proper instructions.

Page 10: Fingal Share Class - Paladin Corporation€¦ · Mauritius, Financial Services Commission Collective Investment Scheme Manager Paladin Corporation Pty Ltd 605 La Balsa, 45 Brisbane

FINGAL SHARE CLASS - PAGE TEN

About the Fund (continued)

PROMOTER AND CIS MANAGER

The Promoter and CIS Manager for the Fund is Paladin Corporation Pty Ltd, a member of the highly experienced Paladin Group of companies.

Interests in the Fund are issued by Paladin Monetizer Fund, Mauritian registered protected cell company.

In exercising its powers and carrying out its duties, the CIS Manager must:

• act honestly at all times;

• exercise the degree of care and diligence that a reasonable person would exercise if they were in the CIS Manager’s position;

• act in the best interests of the Investors and, if there is a conflict between the Investors’ interests and the CIS Manager’s own interests, give priority to the Investors’ interests;

• treat Investors of the Fund equally;

• ensure that the Fund's assets are clearly identified as Fund assets; and

• held separately from property of the CIS Manager;

• and the property of any other managed investments scheme;

• receive all Fund monies and deposit these into a designated bank account held by the Custodian;

• arrange annual audit of the Fund’s financial accounts within ninety (90) days of financial year end;

The CIS Manager is entitled to be indemnified out of the Fund’s assets for all debts, liabilities, damages, costs, taxes, charges, expenses and outgoings incurred in the proper performance of its functions and duties under the Constitution.

FINANCIAL STATEMENTS AND AUDIT

The Auditor for the Fund is Georges Marie-Louis, licensed accountant and auditor in Mauritius who will audit the financial statements of the Fund on an annual basis.

The Financial Statements for the Fund will be available to members on request or sent to members who selected to receive the Annual Report on the Application Form.

FUND ADMINISTRATOR

The administrator for the Fund is Grand Baie Trust Company Ltd, who will provide the Fund with systems and procedures to record and monitor assets and investments of the Fund. Its duties include:

• administer the investments of the Fund on behalf of the CIS Manager in accordance with this IM, the Constitution & Compliance Plan;

• keep the Fund’s investments under review with appropriate administration and IT back office systems;

• keep proper books of account in relation to the Fund’s investments;

• exercise all due diligence and vigilance in carrying out its functions;

• perform all tasks necessary to manage the Fund’s investments as instructed by the CIS Manager.

The Fund Administrator will provide the Manager with all relevant details of the Fund’s operations to assist it to make informed decisions on behalf of the Fund.

Investments of the Fund

INVESTMENT OBJECTIVES

The principal objective of the Fund is to provide Investors with a carefully researched, professionally managed exposure to the booming Australian resources sector through coal mining development and to return from 28% to 57% pa without a guarantee and 12% to 20% pa with a capital guarantee, annualised over five years.

The Fund seeks to achieve its investment objective by acquiring 45% of Paladin Coal, a special purpose vehicle which holds 25% of Hard Rock Coal Mining Pty Ltd which owns and operates the Fingal Valley Coal Project in Tasmania

CIS MANAGER

Paladin Corporation (www.paladincorp.com.au) is a private equity group that specialises in designing, commissioning, and managing investment products for wholesale and retail clients in Australia and around the world.

In 2002 the Directors of what is now Paladin Corporation registered a finance origination company. Since that date it has been responsible for the origination of hundreds of millions of dollars of commercial and residential finance.

In 2004 the Directors advanced into the more specialised field of Financial Engineering with the assembly of investment syndicates into property development trusts.

As these grew into a pool of over $50 million in gross realisation, the Directors oversaw the incorporation of the Paladin Group of companies which included the two public companies, Paladin Acquisition Fund and Paladin Property Fund. By the end of 2006 the Paladin Group consisted of 23 companies and trusts with over $100 million of business acquisitions and property development under its control.

The sophisticated and lucrative investment products for which Paladin has become well known have provided annual income and monthly cash flow for its clients. Although past performance does not guarantee future returns, the tightly held Paladin Acquisition Fund Shares have paid investors uninterrupted returns of 17.5% pa, distributed as monthly dividends of 1.46% since 2005 and is independently audited as a public company each year.

Page 11: Fingal Share Class - Paladin Corporation€¦ · Mauritius, Financial Services Commission Collective Investment Scheme Manager Paladin Corporation Pty Ltd 605 La Balsa, 45 Brisbane

FINGAL SHARE CLASS - PAGE ELEVEN

Investments of the Fund (continued)

PALADIN MONETIZER FUND

The Paladin Monetizer Fund is the latest offering from Paladin. This is a world class diversified Fund with the option of a uniquely designed and patented capital guarantee.

The Guarantee is designed by Paladin in conjunction with one of Australia’s top 4 banks and is currently a ‘AA rated’ deposit instrument representing the senior, unsubordinated, obligation of the Bank. The Bank itself is currently rated by S&P as AA and is ranked in the top 20 safest banks in the world.

Paladin Monetizer Fund (PMF) invests in a diverse array of asset classes including Debt Securities, Fixed Interest, Commercial Paper and Rights Issues, Special Purpose Vehicles, Trail Books, Debentures, Convertible Notes, and specialised Private Equity.

INVESTMENT STRATEGY

When researching Private Equity investments Paladin concentrates on high growth sectors of the economy. Typically these are Essential Services which are dependant more on population growth rather than economic growth, and therefore less vulnerable to economic downturn.

Water infrastructure, energy, and financial services are the major high growth areas over the next 20 to 25 years.

Paladin was able to negotiate an entry position well below the market value of the mine based on its willingness to provide funding for the exploration and early development stage of the mine.

Fingal Valley Coal Project (Special Purpose Vehicle)

In order to invest in the Fingal Valley Coal project Paladin has formed a Special Purpose Vehicle named Paladin Coal Pty Ltd. Paladin Coal currently owns 25% of the coal mine.

To protect shareholder’s interests David Hodgson will be a director of HRCM who owns the coal mine. David Hodgson is already a Director of Paladin Coal the SPV and also the CIS Manager for the Fingal Share Class.

Paladin Monetizer Fund has formed the Fingal Share Class to purchase shares in Paladin Coal. These are specifically issued by the Fingal Share Class to raise capital for the acquisition of 45% of the Paladin Coal SPV.

HRCM Fingal Valley Coal Project – Market Capitalisation and Enterprise Value at 20th October 2011

A$ Mil (unless otherwise indicated) 30 June 2014 30 June 2015 30 June 2016 30 June 2017 30 June 2018

Production Year 1

Production Year 2

Production Year 3

Production Year 4

Production Year 5

Projected Sales – Million Tonnes 0.5 1.3 2 4 6

Projected NPAT $5.5 $39 $59 $118.9 $192.1

Estimated P/E Multiple 8 10 12 14

Valuation at P/E Multiple (Market Capitalisation) $312 $590 $1,427 $2,690

Plus: estimated debt $15 $30 $30

Less: estimated cash and equivalents $29 $60 $93 $130

Enterprise value $284 $545 $1,365 $2,589

Inferred / Indicated Resource – Million Tonnes estimate 447

EV / Resource (A$ Tonne) $0.63 $1.22 $3.05 $5.79

VALUE PROPOSITION

Initial Value of Shares in Paladin Coal

The Fingal Share Class will acquire Paladin Coal shares at a discount of approximately 40%.

The 40% discount is calculated as the average sale price of $3.60 per tonne (as contemplated by Wilson HTM - Australian Financial Review 15th October 2011), multiplied by the JORC inferred asset volume of 447 million tonnes of coal.

Therefore the estimated total value of the Paladin Coal Shares available to the Fingal Share Class is currently $167,283,581. The Fingal Share Class will acquire these shares for $100,000,000 which is a discount of approximately 40%.

The Return

The Cycam Investment Banking Valuation estimates the project to have a Market Capitalisation Value of $2,689.4 million by the time the mine reaches peak production which is estimated at Q4 of 2018. This is based on the standard method of multiplying the NPAT by the Price Earnings (PE) multiple. Cycam has used 14 as a conservative estimation of Price Earnings in 2018, however in recent years the average PE has been as high as 25. In October 2012 the average PE derived from the S&P200 sub index for the resources sector was 18.75. The CIS Manager has used a PE spread of 14 to 22 to derive its projections.

Page 12: Fingal Share Class - Paladin Corporation€¦ · Mauritius, Financial Services Commission Collective Investment Scheme Manager Paladin Corporation Pty Ltd 605 La Balsa, 45 Brisbane

FINGAL SHARE CLASS - PAGE TWELVE

Investments of the Fund (continued)

Investment in Fingal Share Class = 45% of Paladin Coal = 10.4% Equity in Hard Rock Coal Mining

Option for a five year Capital Guarantee

Inferred Resource

Avg of Peer Sales

Value of Mine at Capital Raising based on Peer Sales

Investor Value at Capital Raising Based on Peer Sales

Term of Investment in

Years

Est. Cost of Capital

Guarantee

Cost of Shares in SPV

Total Investment

% Equity in HRCM

Tonnes AUD AUD Investor Value AUD AUD AUD

447 Million 3.60 1,609,200,000 167,356, 800 5 (Five) 300,000,000 100,000,000 400,000,000 10.4%

Projected NPAT at June 2018

P/E Ratios

Market Capitalisation at June 2018

Gross Investor Value at June

2018

Net Investor Value at June

2018

Net Return PA with Capital Guarantee

Net Return PA without Capital

Guarantee

AUD AUD AUD AUD

192,100,000 14.00 Conservative P/E

2,689,400,000 269,697,600 242,727,840 12.14% 28.55%

192,100,000 22.00 Average Current ASX P/E

4,226,200,000 429,524,800 386,572,320 19.33% 57.31%

Major Milestones and Project De-Risking.

Since Paladin Group’s initial investment into HRCM in 2011 significant project milestones have been achieved.

In-ground asset value has steadily increased and the industry standard JORC report has been updated on the back of a comprehensive $3 million drilling program. The survey confirmed the quantum, quality, and location of coal deposits in lease EL16.

In June 2012 the Environment Protection Authority issued its EPA Permit for the project.

A Development Application (DA) was lodged with Break O’Day Council in December 2011 and in September 2012 the DA was unanimously approved by Council.

These significant achievements both substantially increase the value of the underlying asset and reduce risk for the project after regulatory and local government approvals.

The Exit

Given the anticipated future demand for coal to be in excess of 53% over the next 20 years (International Energy Statistics Database, UN Statistics Division) the demand for equities in coal stocks, such as Paladin Coal is expected to be high by 2018.

Currently ‘off take’ energy companies (as corporate investors) and their Directors (as private investors) are buying up thermal coal stocks in Australia in anticipation of this 53% growth in demand (Paterson’s Industry Report 2011 – Thinning of the Coal Ranks).The Fingal Share Class shareholders can either remain invested in 2018 or exit as part of the Paladin Coal share ‘buy-back’ option with the Fingal Share Class at market value.

Alternatively if Paladin Coal does not buy back the shares, then the Fingal Share Class will sell its equity in Paladin Coal to private investors, institutional investors, or ‘off take’ energy companies on behalf of exiting share holders in June 2018.

Page 13: Fingal Share Class - Paladin Corporation€¦ · Mauritius, Financial Services Commission Collective Investment Scheme Manager Paladin Corporation Pty Ltd 605 La Balsa, 45 Brisbane

FINGAL SHARE CLASS - PAGE THIRTEEN

How the Fund Operates

The Fingal Share Class provides a structure for high net worth and institutional investors to invest in a well-engineered Managed Fund with underlying assets in the Australian Resources Sector.

HOW TO INVEST

You can apply for Shares in the Fund by completing the Application Form attached to this IM. The application money should accompany the application form.

Personal and business cheques are accepted; however Shares will only be issued against cleared funds. Any form of electronic funds transfer is also accepted in which case a remittance advice should accompany the application form. Payment instructions are detailed on the application form.

MINIMUM SUBSCRIPTION

The minimum subscription for new applications is $5,000 and $1,000 increments thereafter. The minimum contribution for additional applications is $1,000. The minimum deposit to acquire the Capital Guarantee is $500,000.

ISSUING SHARES

While the Fund is open, Shares will be issued from this IM for Fingal Class Shares at $1 (one dollar) per share until closed. Thereafter the Shares will be forward priced each year for reporting purposes.

DISTRIBUTIONS ON EXIT

The Fingal Share Class is a closed ended fixed term investment designed to accommodate the characteristics of the underlying asset, namely an early stage coal seam development project.

There is no distributable income over the term and capital growth (if any) is distributed at the winding up of the Fingal Share Class contemporaneously with the sale of the stake holding the Special Purpose Vehicle.

HANDLING APPLICATIONS

The Fund Administrator will process all Applications received within 2 business days of receipt of the Application. The Application Form must be completed correctly and in full (including bank account details) and be accompanied by the application monies.

The Application must also be accompanied by the required supporting documentation. The Fund Administrator is required to identify investors by the Anti-Money Laundering and Counter-Terrorism Funding (AML/CTF) legislation. Required documents are listed on the Application Form.

If the Fund Administrator is unable to process an Application because the Application is incomplete or does not have the supporting documentation, then Shares will not be issued.

Any interest earned in the trust account is not payable to an Investor, but will be credited to the Manager to defray administration expenses. Application money will remain in the trust account until the corrected documentation is received or the money is returned to the Applicant (without interest) by cheque.

Money may be retained in the trust account for a maximum of one month before it is returned or such longer period as is reasonable if the Applicant is in the process of amending the Application.

The CIS Manager reserves the right to reject or accept any Application. A welcome letter and information pack will be sent to new Investors with their Share Certificate.

REDEEMING

There are no redemptions from the Fund over the fixed term. Shareholders may be able to arrange private transfers of their Shareholding and the CIS Manager will assist in such transaction where possible.

CHEQUES AND DIRECT DEPOSITS

Anti-money Laundering and Counter Terrorism Funding Act legislation requires that cheques made payable to and from the Fund, must be made against the person or entity that is identifiable as the person or entity that owns the Shares in the Fund.

Similarly, direct deposits made electronically from the Fund to accounts nominated for distributions or redemptions, must be identifiable with the person or entity that owns the Shares in the Fund.

REPORTING

You will receive the following information from the Manager:

• With the issue of Shares – a welcome letter and Share allocation certificate

• Six monthly - a project report

• Annually - a Share price and Fund financial report with an outlook for the Fund

Any other significant events will be posted on the www.paladincorp.com.au website and will be available for download in soft copy.

Page 14: Fingal Share Class - Paladin Corporation€¦ · Mauritius, Financial Services Commission Collective Investment Scheme Manager Paladin Corporation Pty Ltd 605 La Balsa, 45 Brisbane

FINGAL SHARE CLASS - PAGE FOURTEEN

Fees and Expenses

This section shows fees and other costs that you may be charged. These fees and costs may be deducted from your money, from the returns

on your investment or from the Fund assets as a whole. You should read all the information about fees and costs as they will impact on your investment.

Fees

Establishment Fee NIL For the Life of this Information Memorandum

Contribution Fee NIL For the Life of this Information Memorandum

Redemption Fee NIL For the Life of this Information Memorandum

Management Fee 2% 2% pa of application amount (excluding capital guarantee) paid as a single payment for the five year term on application, namely 10%. The projections made in this IM are based on the full amount of capital invested, not on the balance after fees.

Performance Fee 10% Up to 10% of any capital growth distributed from the SPV at the end of the term.

Buy Sell Spread NIL NIL

Adviser or Introducer Commissions 3.25% 3.25% of Application Amount

Expenses

Service Providers costs As incurred Recoverable from the Fund assets in the month incurred

Statutory Costs As incurred Recoverable from the Fund assets in the month incurred.

Out of pocket expenses As incurred

Fees and Expenses (continued)

The CIS Manager will administer fees, charges and other expenses that may be charged to the Fund. These Fund costs will be deducted from

the Fund’s assets.

MANAGEMENT FEE

The Management Fee (MF) is paid to the Manager at 2% per annum of application amount paid as a single payment for the five year term on application at application.

• MF = (2% x Application Amount) x 5 = 10%

The projections made in this IM are based on 100% of the application amount, not the residual amount after fees.

PERFORMANCE FEE

The performance fee is paid to Paladin Corporation as net income returns from the Special Purpose Vehicle are made and reported to the Paladin Monetizer Fund for the Fingal Share Class. The performance fee is calculated against the net return (NR). The CIS Manager may waive or reduce the Performance Fee in its absolute discretion.

The performance fee (PF) is 10% of the net return (NR) as it occurs.

• PF = 10% x NR = 10%

at term.

BUY SELL SPREAD

There is no Buy Sell spread on subscriptions.

EXPENSES

All operating costs properly incurred in the operation of the Fund are recovered from the Fund.

Fund expenses include such costs as:

• preparation of any Fund or statutory documents

• administration, printing, advertising costs and expenses of meetings (if any)

• legal and audit expenses, accounts and financial statements

The CIS Manager currently estimates the total expense recoveries (excluding any abnormal expenses) to be approximately 0.4% of funds under management. Typical expenses may include but are not limited to administration, custody, audit and legal expenses. Abnormal expenses are not generally incurred in the day to day operation of the Fund and are not necessarily incurred in any given year. Abnormal expenses are not included in the estimate of expenses above.

ADVISOR OR INTRODUCER COMMISSION

If there is an Adviser or introducer then 3.25% of application amount is paid from your application monies to the Adviser or introducer and authorised by you on the application form.

Page 15: Fingal Share Class - Paladin Corporation€¦ · Mauritius, Financial Services Commission Collective Investment Scheme Manager Paladin Corporation Pty Ltd 605 La Balsa, 45 Brisbane

FINGAL SHARE CLASS - PAGE FIFTEEN

Additional Information

INVESTORS RIGHTS

The rights of investors are set out in the Constitution and the relevant law Your rights include:

• the right to receive Income (if any) proportionate to your investment

• the right to a return of capital (if any) if the Fund is wound up

• the right to receive a copy of the Constitution, regular reports and fund financial statements from the CIS Manager

• the right to have the CIS Manager perform its duties with due diligence and vigilance in a proper and efficient manner

• the right to sell or transfer your Shares subject to Fund liquidity and provided the CIS Managers consent is obtained and the proposed sale or transfer complies with the Constitution and any relevant law.

the issued shares are intended to hold assets in the scheme without granting control of the Cell Company acting as the Fund. Therefore no voting rights have been attached to the issued shares.

TAXATION

As a protected cell company and licensed collective investment scheme in the Republic of Mauritius the distribution of capital and income from the Paladin Monetizer Fund is not subject to any local Mauritian taxation either company tax, dividend or interest income tax or capital gains tax. Since no local tax is paid on distributions from the Cell company they are not franked or tax advantaged.

The tax treatment of any distribution or the reportable status of reinvested distributions if any in the domicile of the investor is the responsibility of the investor.

The CIS Manager recommends that investors seek professional tax advice regarding their shareholding with the Fund.

PERSONAL INFORMATION

When you complete the Application Form attached to this IM you will be supplying ‘personal information’ under the Privacy Act 1988.

The CIS Manager collects personal information about Shareholders to maintain a register, to administer the Fund and to assist you with any enquiries. The CIS Manager may disclose personal information to third parties only as required by law.

If you do not provide the CIS Manager with your contact details and other information it may not be able to process your application, administer or manage your investment or pay redemption proceeds.

WINDING UP THE SCHEME

The scheme may be wound up by the CIS Manager in accordance with the Constitution and generally if the scheme id assessed as not being able to meet the purpose for which it was created.

Page 16: Fingal Share Class - Paladin Corporation€¦ · Mauritius, Financial Services Commission Collective Investment Scheme Manager Paladin Corporation Pty Ltd 605 La Balsa, 45 Brisbane

FINGAL SHARE CLASS - PAGE SIXTEEN

GLOSSARY AND CHECKLIST

In this IM the following definitions apply unless the context

requires otherwise:

Anniversary means the annual date on which the Shares were initially issued.

Applicant means a potential investor who applies for Shares in the Fund by lodging an Application Form in the manner described in this IM

Application means an application using the Application Form to subscribe for Shares in the Fund.

Application Amount means all money paid by an Applicant pursuant to this IM and accepted by the CIS Manager on lodgement of an Application Form.

Application Form means an application form attached to this IM.

Business Day means a Trading Day on which banks in Brisbane, Australia are open for business.

Distribution means the rate of return or the return payable to Investors for investments in the Fund as determined by the CIS Manager according to the Constitution, this IM and from time to time.

Fund means the Paladin Monetizer Fund – Fingal Share Class.

Financial Services Commission or FSC means the financial services regulator of the Republic of Mauritius.

Gross Asset Value means the total value of all the assets as recorded in the accounts of the Fund from time to time.

Checklist

To invest in the Paladin Monetizer Fund Fingal Class Shares the CIS Manager requires the following documentation.

Completed Application Form

Proof of identity

Cheque or proof of electronic deposit

Comprehensive instructions for the required documentation are contained in the Application Form. If you require further assistance please contact administration on +61 7 5444 0670 or [email protected].

IM means this Information Memorandum.

Investor, “you” or “your” means a person or entity whose application has been accepted by the CIS Manager and is registered under the provisions of the Fund’s Constitution as a member of the Fund and includes persons jointly registered.

Issue Date means the issue date of Shares in the Fund

Member means an investor or Shareholder in the Fund

Net Asset Value means Gross Asset Value less total value of liabilities as recorded in the accounts of the Fund from time to time.

Promoter means Paladin Corporation Pty Ltd its successors or assigns.

Register means the register of persons who hold Shares in the Paladin Monetizer Fund.

Tax includes any tax, levy, impost, deduction, charge, rate, duty, compulsory loan or withholding which is levied or imposed by a government agency, and any related interest, penalty, charge, fee or other amount.

Terms means terms of issue of the Fund being the terms of the Constitution and this IM.

Share holder means the person recorded in the Register as the Shareholder of the Paladin Monetizer Fund Shares from time to time.

Share Value means the Net Asset Value of the Fingal Class of Shares in the Fund divided by the Shares on issue of that class of Shares in the Fund.

Page 17: Fingal Share Class - Paladin Corporation€¦ · Mauritius, Financial Services Commission Collective Investment Scheme Manager Paladin Corporation Pty Ltd 605 La Balsa, 45 Brisbane

FINGAL SHARE CLASS - PAGE SEVENTEEN

Fingal Share Class Notes

Page 18: Fingal Share Class - Paladin Corporation€¦ · Mauritius, Financial Services Commission Collective Investment Scheme Manager Paladin Corporation Pty Ltd 605 La Balsa, 45 Brisbane

FINGAL SHARE CLASS - PAGE ONE

Paladin Monetizer Fund PCC

Fingal Share Class (of the Cell Company)

Application Form (IM) dated 1st October 2012

CHECKLIST ONE

PROOF OF IDENTITY DOCUMENTS TWO

SAMPLE BANK REFERENCE LETTER THREE

COMPLETING THE APPLICATION FORM THREE

APPLICATION FORM FOUR - SIX

DECLARATIONS AND CONSENTS SEVEN

Important Information Checklist

This document is the Application Form to be used for subscribing for shares in the Fingal Share Class (the Fund) of the Paladin Monetizer Fund. The offer is described in the Information Memorandum (IM) for the Fund dated 1st October 2012. The Fund is a share class of Protected Cell Company Rampart Asset Management PCC (C07058950) licensed and registered with the Financial Services Commission of the Republic of Mauritius.

DISCLAIMER

Investing in the Fund involves risk (see the section ‘Risk’). The CIS Manager recommends all potential applicants take specialist advice before completing this application form. Only information contained in the IM about the Fund should be relied upon.

CAPITAL GUARANTEE

A Capital Guarantee can be selected at application to secure up to 100% of the application monies. The Capital Guarantee is described in the IM and in the Capital Guarantee Dealer Agreement.

If selecting the Capital Guarantee on this Application Form a Capital Guarantee Dealer Agreement must also be completed.

If you need further assistance please contact administration on +61 7 5444 0670 or [email protected].

For this Application Form to be processed the following information and documentation must be provided to the Promoter.

A completed Application Form

Applicant Name and Contact Details

Application Amount

Amount to be Capital Guaranteed (if any)

Bank Account Details for Distributions (at term)

Adviser or Introducer contact details (if any)

Elections on privacy and electronic communications

Applicant Signature(s)

Proof of Identity documents (certified copies)

Professional Reference Letter (see sample)

If selecting a Capital Guarantee on this Application Form, a completed Capital Guarantee Dealer Agreement (a separate document).

A cheque attached to the Application Form

Or

Telegraphic Transfer or Wire.

Page 19: Fingal Share Class - Paladin Corporation€¦ · Mauritius, Financial Services Commission Collective Investment Scheme Manager Paladin Corporation Pty Ltd 605 La Balsa, 45 Brisbane

FINGAL SHARE CLASS - PAGE TWO

Proof of Identity Documents

Anti-Money Laundering and Counter-Terrorism Financing policy (regulated by the AML/CTF legislation) requires the Promoter to collect and

verify proof of identity documentation for new investors.

You must attach certified copies of your identification documents to your Application Form. Please refer to the table below to see what you must provide if you are an individual, a company or a Pension Fund or Trust and how it must be certified. Please note that proof of identity documentation will be required for both the person completing the application form and the legal entity that will hold the shares when issued.

If you are investing as: Documentation required2: (to accompany return of this completed Application Form)

Application must be in the name of:

Complete Application Form sections: (names are used as examples only)

Individual/s Certified1 copy of one of the following for each applicant:

(a) Passport details pages; or

(b) driver’s licence; or

(c) any other form of photographic identification advised by the Promoter as required; and

(d) Utility bill not older than 3 months showing same address as above; or

(e) Professional reference letter (see sample letter below)

Full name of Applicant(s) (Unless indicated otherwise, multiple applicants are assumed to apply to hold interests as joint tenants and agree that correspondence be sent only to address specified on the application form.)

‘Mary Citizen’ and ‘John Sample Citizen’

A company Certified1 copy of the Certificate of Registration or Articles of Incorporation; and

same as Individual/s above for Directors signing the application form

The name of the company ‘ABC Company, Ltd’

A trust Certified1 copy of an extract3 of the trust deed.

The extract should include the pages which show the:

(a) name of the trust;

(b) trustee(s) name(s); and

(c) Trustee’s signature(s) with witness signatures; and

same as a company above for corporate trustees; and

same as Individual/s above for Directors signing the application form

The trustees of the trust4 Natural person(s) as trustee(s)

Mary Citizen and John Sample Citizen <as trustee for the Citizen Family Trust>

Corporation(s) as trustee(s)

XYZ Company, Ltd <as trustee for the Citizen Family Trust>

A pension fund Certified1 copy of an extract3 of the trust deed.

The extract should include the pages which show the:

a) name of the trust;

b) trustee’s name(s); and

c) trustee’s signature(s) with witness signatures; and

same as a company above for corporate trustees; and

same as Individual/s above for Directors signing the application form

The trustees of the pension

fund4

Natural person(s) as trustee(s)

Mary Citizen and John Sample <as trustee of the Citizen Superannuation Scheme>

Companies

XYZ Citizen Pty Ltd <as trustee for the Citizen, Ltd Superannuation Scheme>

A partnership Certified1 copy of Partnership Agreement or

Certificate of Partnership Registration or Business Name Certificate; and

same as Individual/s above for Partners signing the application form

The principals of the partnership

Mary Citizen and John Sample Citizen as partners of Sample & Associates

1. A certified copy which is certified as being a true and accurate copy of the original by a Justice of the Peace, a lawyer, police officer, judge, notary public, accountant, bank manager, or a medical doctor. Do not send original documents as they will not be returned to you.

2. Additional documentation may be required in some circumstances.

3. Please do not send a full trust deed. Only a certified extract of the deed identifying the trustee(s), the trust name and date of execution of the deed is required.

4. Applications in the name of a trust only without names of the trustees will not be accepted.

Page 20: Fingal Share Class - Paladin Corporation€¦ · Mauritius, Financial Services Commission Collective Investment Scheme Manager Paladin Corporation Pty Ltd 605 La Balsa, 45 Brisbane

FINGAL SHARE CLASS - PAGE THREE

Sample Bank Reference Letter

The following sample letter is provided to assist applicants obtain a reference letter from a bank or deposit taking institution where the

applicant is a member. If the bank adds the address of the applicant to the letter then please check the address agrees with your identification documents.

Bank Letterhead

Paladin Monetizer Fund

Fingal Share Class

1st Floor, Block B

Ruisseau Creole Complex

La Mivoie

Black River

Mauritius

Date: <relevant date>

Subject: < enter names and address of applicant (should agree with applicant name and other identification documents)>

Dear Sir

This letter is to confirm that <name> has been known to me for <XX> years and currently resides at <address>.

If you have any further inquiries please contact me at the address or telephone number in the letterhead above.

Yours faithfully

<Professionals name>

Completing the Application Form

Only legal entities are allowed to hold shares in the Paladin Monetizer Fund. Applications must be in the name(s) of natural persons,

companies or other legal entities acceptable to the Promoter.

Type of Applicant Correct Incorrect Signatures required

Individual Fred John Jones F.J. Jones Each Applicant

Company ABC Pty Ltd ABC P/L

ABC Co

Two Directors, a Director and Secretary, or single Director if a sole Director company

Trusts Jane Jones <Jane Jones

Family Trust> OR XYZ Pty

Ltd <XYZ Family Trust A/C>

Jane Jones Family

Trust OR XYZ Trust

Each Trustee

Superannuation Trusts Fred Jones Pty Ltd <Super

Fund A/C>

The trustees of the superannuation

fund4

Each Trustee of the SMSF

Clubs

Incorporated Bodies

Business Names

Fred Jones and Patrick

Jones <Jones Brothers A/C>

ABC Golf Association Each authorised person

Minor Fred John Jones <Bill Jones> F.J. Jones Each Applicant (not a minor)

Deceased Estates Patrick Jones <Est. Fred Jones A/C> Estate of the Late Fred

Jones

Each Executor

Page 21: Fingal Share Class - Paladin Corporation€¦ · Mauritius, Financial Services Commission Collective Investment Scheme Manager Paladin Corporation Pty Ltd 605 La Balsa, 45 Brisbane

FINGAL SHARE CLASS - PAGE FOUR

Application Form – Fingal Share Class

Please complete all relevant sections of the Application Form in BLOCK LETTERS using blue or black ink.

Only legal entities are allowed to hold shares in the Fingal share class of the Paladin Monetizer Fund PCC. Applications must be in the name(s) of natural persons, companies or other legal entities acceptable to the Promoter.

If you are an existing investor with Paladin Monetizer Fund then proof of identity documents are not required. Please enter your existing investor identification number below. You are still required to complete the relevant sections and sign the new application form

Applicant(s) - Individual or Joint - if applicant is a company, Trust or Pension Fund then complete as Director, Secretary or Trustee

NOTE: Names supplied MUST match your identification documents exactly

Full Name (Mr, Mrs, Ms)

Date of Birth

Full Name (Mr, Mrs, Ms)

Date of Birth

Applicant - Company, Trust or Pension Fund) – Entity name MUST match the identification documents exactly

Company, Trust or Pension Fund

Line of Business

Entity Registration Number (if any)

Contact Details of Individual Completing this Form - Street address and a phone number MUST be supplied as a minimum

Street Address

City Post or Zip Code

State Country

Phone Number Cell or Mobile Number

Email Address

Postal Address

Notices and correspondence will be sent to the postal address if provided or street address if a postal address is not provided

Tax File Number (or other taxation identification code) of Applicant (this number or code will vary with the country of domicile for the applicant)

Number (e.g. TFN) Exemption (if any)

Number (if a joint application) Exemption (if any)

Are you an Existing Shareholder? - If left blank then NO is assumed, if YES then proof of identity documents are not required

In the Fingal Share Class No Yes

Investor Identification Number

Other Paladin Monetizer Fund Funds Yes

Fund Name Investor Identification Number

Additional Information - please add details of any arrangements discussed with the CIS Manager

Official Use Only

Page 22: Fingal Share Class - Paladin Corporation€¦ · Mauritius, Financial Services Commission Collective Investment Scheme Manager Paladin Corporation Pty Ltd 605 La Balsa, 45 Brisbane

FINGAL SHARE CLASS - PAGE FIVE

Application Form (continued)

Application Money - cheques or EFT remittance advice MUST accompany this Application Form – minimum subscription $5,000

Application Amount

$ In Words

Capital Guarantee - please read and sign the Capital Guarantee Dealer Agreement if a capital guarantee is required

Is a Capital Guarantee Required No Yes

If you are selecting a capital guarantee for your application money please tick ‘Yes’ and write the proportion you want to be guaranteed (e.g. 50% or 100% etc). Please read the Information Memorandum for an explanation of the Capital Guarantee. If ‘No’ is ticked please go to Payment Method.

The minimum deposit amount to acquire the Capital Guarantee is $500,000 and a typical acquisition costs are 62% of face value over ten years scaling to 81% of face value over five years. Worked examples:

100% Capital Guarantee of application amount = $806,451 (face value) x 62% (acquisition cost) = $500,000 (TCD deposit amount).

50% Capital Guarantee of application amount = $1,234,567 (face value) /2 x 81% (acquisition cost) = $500,000 (TCD deposit amount).

If a Capital Guarantee selection is made then a Capital Guarantee Dealer Agreement must also be completed. A Supplement to this Information Memorandum is contained as a schedule to that agreement. Contact the Promoter or Paladin Securities Pty Ltd at PO Box 1577, Mooloolaba, Qld 4557, Australia or call +61 (0)7 5444 0670 for a Capital Guarantee Dealer Agreement to affect the Capital Guarantee.

The balance of the application amount less the acquisition cost of the Capital Guarantee will be allotted shares in the Fingal Share Class of the Fund

If YES How Much

%

Term

5 Years

Capital Guarantee Dealer Agreement Yes Not Yet

If a Capital Guarantee Dealer Agreement has been executed then please tick ‘Yes’ and enter the date signed. If it is to follow please tick ‘Not Yet’ and the Promoter will contact you.

Cheques - shares will not be issued until the application has been processed

Payment by Cheque Cheque –to Rampart Asset Management PCC – Paladin Monetizer Fund

Telegraphic Transfer / Wire Instructions - please ignore Correspondent Bank column if sending USD from the United States or AUD from Australia

Please ignore Correspondent Bank column if sending AUD from Australia

Payment by Telegraphic Transfer or Wire using SWIFT in AUD

SWIFT (AUD)

DO NOT EXCHANGE TO OTHER CURRENCY

Beneficiary: Rampart Asset Management PCC

1st Floor Block B Ruisseau Creole Complex

La Mivoie, Black River

Mauritius Reference: Paladin Monetizer Fund

For Account of: The State Bank of Mauritius Ltd 9th Floor SBM Tower, Port Louis, Mauritius SWIFT: STCBMUMU Account Number: 61026300000593

Correspondent Bank: Commonwealth Bank, Sydney, Australia SWIFT: CTBAAU2S Account Number: 100501501AUD112601

Payment by Telegraphic Transfer using IBAN in AUD

IBAN (AUD)

IBAN: MU 48 STCB1170 02 6300000593000AUD Account Name: Rampart Asset Management PCC - Paladin Monetizer Fund

Please ignore Correspondent Bank column if sending USD from United States

Payment by Telegraphic Transfer or Wire using SWIFT in USD

SWIFT (USD)

DO NOT EXCHANGE TO OTHER CURRENCY

Beneficiary: Rampart Asset Management PCC

1st Floor Block B Ruisseau Creole Complex

La Mivoie, Black River

Mauritius Reference: Paladin Monetizer Fund

For Account of: The State Bank of Mauritius Ltd, 9th Floor SBM Tower, Port Louis, Mauritius SWIFT: STCBMUMU Account Number: 61026000026222

Correspondent Bank: Citibank NA, 399 Park Avenue, New York, NY10022 SWIFT: CITIUS33 Account Number: 36004679

Payment by Telegraphic Transfer using IBAN in USD

IBAN (USD)

IBAN: MU 05 STCB1170 02 6000026222000USD Account Name: Rampart Asset Management PCC - Paladin Monetizer Fund

Page 23: Fingal Share Class - Paladin Corporation€¦ · Mauritius, Financial Services Commission Collective Investment Scheme Manager Paladin Corporation Pty Ltd 605 La Balsa, 45 Brisbane

FINGAL SHARE CLASS - PAGE SIX

Application Form (continued)

Distribution Bank Account - distributions of capital growth will be made to the account below at the end of the term

Beneficiary Account Name

Beneficiary Bank Name (and Address if not in Australia) Branch / BSB Beneficiary Account Number

Intermediary Bank Name and Address (if not in Australia) SWIFT, IBAN or ABA Code Beneficiary Bank Account Number

Reference or Special Instructions

Official Use Only

Adviser or Introducer - if applicable

Name and/or Company

Address

City Post or Zip Code

State Country

Phone Number Cell or Mobile Number

Email Address

Advisor Beneficiary Account Name

Beneficiary Bank Name (and Address if not in Australia) BSB (if in Australia) Beneficiary Account Number

Intermediary Bank Name and Address (if not in Australia) SWIFT, IBAN or ABA Code Beneficiary Bank Account Number

If there is an Adviser or introducer then 3.25% of application amount is paid from your application monies to the Adviser or introducer and authorised by you on the application form.

Applicant Signature Authorising Payment of Commission

Elections - please make the following elections

Privacy Opt Out

Make the opt out selection here if you do not want to be contacted about future investment products issued by the CIS Manager

Electronic Communication Authority Yes

Tick ‘Yes’ to authorise the CIS Manager to accepted instructions from the shareholder by phone, email or facsimile (identification questions may be asked if contacted by phone)

Annual Report Yes

Tick ‘Yes’ to receive an electronic copy of the Annual Report

Add Any Special Instructions

Page 24: Fingal Share Class - Paladin Corporation€¦ · Mauritius, Financial Services Commission Collective Investment Scheme Manager Paladin Corporation Pty Ltd 605 La Balsa, 45 Brisbane

FINGAL SHARE CLASS - PAGE SEVEN

Application Form (continued)

Declarations, terms and conditions

By completing this Application Form for the relevant Information Memorandum (IM) you hereby:

1. Declare that you have read and understood the IM

2. Declare that you have personally received the IM in its entirety, or a print of it, accompanied by or attached to the Application Form before signing the Application Form

3. Declare that if you have received the IM from the Internet or other electronic means, that it was received either personally or a printout accompanied the Application Form before making an Application for shares in the Fund

4. Acknowledge that the IM does not constitute an offer in any jurisdiction in which, or to any person to whom, it would be unlawful to make the offer

5. Declare that if investing as a trustee on behalf of a superannuation fund or trust you are acting in accordance with your designated powers and authority under the trust deed. In the case of pension funds, you also confirm that the funds are complying funds under the relevant law.

6. Declare that sole signatories signing on behalf of a company are signing as a sole Director or as a sole Director/Secretary of the company

7. Agree to the collection, use and disclosure of your personal information provided in the Application Form

8. Agree to be bound by the provisions of the constitution of the fund and conditions of the offer set out in the IM

9. Acknowledge that , unless waived by the CIS Manager, any government levies, duties or taxes will be charged to your account

10. Declare that if the Application Form is signed under power of attorney, you have no knowledge of the revocation of that power of attorney

11. Declare that all information provided in the Application Form or any other information provided in support of the Application is true and correct

12. Declare that you have the power to make an investment in the Fund in accordance with the Application Form

13. Acknowledge that the Fund, external service providers and any member of their respective groups or any of their Directors or associates or any other entity, does not guarantee the performance of or repayment of capital, or any specific rate of return

14. Acknowledge that all information related to this Application for investment or any subsequent information relating to this Investment may be disclosed to any service provider to the fund and to your adviser. This authority will continue unless revoked in writing by you

15. Acknowledge that investment in the Fund is subject to risks including possible delays in repayment and possible loss of capital invested

16. Understand that you may access and/or correct information held by the Promoter or its service providers.

17. Acknowledge that the CIS Manager is not bound to accept any Application, but may accept it in part or in whole

18. Acknowledge that only the information in this IM should be relied upon before deciding to invest in the Fund

19. The singular includes the plural and the converse.

20. A gender includes all genders.

21. Where a word or phrase is defined, its other grammatical forms have a corresponding meaning.

22. A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of the foregoing.

23. A reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it.

24. A reference to “includes” or “including” means that the items following such words do not represent an exhaustive list.

25. A reference to writing includes a facsimile transmission and any means of reproducing words in a tangible and permanently visible form.

26. A reference to conduct includes, without limitation, an omission, statement or undertaking, whether or not in writing.

27. A word or phrase defined in the Corporations Act, has the same meaning when used in this IM unless the context requires otherwise or unless otherwise defined in the IM.

28. Anything to be done on a day, which is not a Business Day, must be done on the preceding Business Day.

29. References to a date or time are to dates and times in Brisbane.

30. If the Constitution of the Fund is inconsistent with a provision of the IM, then the Constitution shall prevail.

31. In the IM, headings are for convenience of reference only and do not affect interpretation.

Execution - each applicant to sign

I/we acknowledge and declare that by signing this Application Form I/we have read and understood the relevant Information Memorandum and where applicable give the declarations, acknowledgements and consents set out in this Application Form

Print Name Sign

Date Position Held (for Company, Trust, Pension Fund or other legal entity)

Print Name Sign

Date Position Held (for Company, Trust, Pension Fund or other legal entity)

Completed Applications - signed original Application Forms and application monies along with certified copies of supporting proof of identity documentation should be sent to: Paladin Monetizer Fund PCC, PO Box 1577, Mooloolaba Qld 4557, Australia

Page 25: Fingal Share Class - Paladin Corporation€¦ · Mauritius, Financial Services Commission Collective Investment Scheme Manager Paladin Corporation Pty Ltd 605 La Balsa, 45 Brisbane

FINGAL SHARE CLASS - PAGE EIGHT

Australia

Fingal Valley Coal Mine Tasmania