BLACKWALL LIMITED — Capital/Financing Update 2011

Oct 17, 2011

ACN 146 935 131

SUPPLEMENTARY PROSPECTUS BLACKWALL PROPERTY FUNDS LIMITED

IMPORTANT NOTES

BlackWall Property Funds Limited ( Company ) issued a supplementary prospectus dated 18 February 2011 ( First Supplementary Prospectus ) and a replacement prospectus dated 19 November 2010, which replaced the replacement prospectus dated 17 November 2010 and the prospectus dated 9 November 2010 ( Prospectus ). The Prospectus was lodged with the Australian Securities and Investments Commission ( ASIC ), relating to an in-specie transfer of BlackWall Shares to shareholders in Pelorus Private Equity Limited (formerly known as Pelorus Property Group Limited) and an offer of up to 6 million BlackWall Shares at an issue price of $0.50 per BlackWall Share.

This document is a supplementary prospectus ( Supplementary Prospectus ) and is supplemental to and is to be read together with the Prospectus. This Supplementary Prospectus is dated 18 May 2011 and was lodged with ASIC on that date. ASIC and ASX take no responsibility for the content of this Supplementary Prospectus.

This Supplementary Prospectus prevails in the event of any inconsistency with the Prospectus. Terms defined and used in the Supplementary Prospectus have the same meaning as in the Glossary in section 8 of the Prospectus.

REVISED INDICATIVE TIMETABLE

The Offer under the Prospectus has now closed. An indicative timetable regarding the proposed ASX listing of the Company is set out below:

ASX listing of the Company is set out below:
Lodgement of Second Supplementary Prospectus with ASIC	18 May 2011
Last date to withdraw applications	18 June 2011
Allotment of BlackWall Shares under Offer	27 June 2011
Dispatch of Holding Statements	28 June 2011
Commencement of trading on ASX	30 June 2011

*These dates are indicative only.

REASONS FOR SUPPLEMENTARY PROSPECTUS

Pursuant to a relief instrument granted to the Company by ASIC on 17 February 2011 the Shares offered under the Prospectus were required to be admitted to quotation on ASX within 3 months of the date of the First Supplementary Prospectus ( Quotation Condition ). As the First Supplementary Prospectus is dated 18 February 2011, the Quotation Condition is required to be satisfied by 18 May 2011.

This Second Supplementary Prospectus dated 18 May 2011 is intended to be read with the First Supplementary Prospectus dated 18 February 2011 and the Replacement Prospectus dated 19 November 2010 relating to shares of BlackWall Property Funds Limited.

By declaration under section 741(1)(b) of the Corporations Act dated 17 May 2011 ( ASIC Declaration ), ASIC has granted the Company an extension of the time periods set out in section 723(3)(b) and 724(1)(b)(ii) of the Corporations Act.

The ASIC Declaration operates to extend the time by which the Company has to satisfy the Quotation Condition, so that the Quotation Condition must be satisfied within 3 months of the date of this Supplementary Prospectus.

The effect of the relief provided by the ASIC Declaration is as follows:

• (a) the time within which the BlackWall Shares must be admitted to quotation on the ASX has been extended to 3 months after the date of this Supplementary Prospectus; and

• (b) if the BlackWall Shares offered under the Prospectus and Supplementary Prospectus are not admitted to quotation on the ASX within 3 months after the date of the Supplementary Prospectus the Company will either repay the money received from applicants or give applicants a supplementary or replacement prospectus and one month to withdraw their applications and be repaid their application money.

RIGHT TO WITHDRAW

Pursuant to section 724(2) of the Corporations Act, the Company gives applicants who have lodged applications for BlackWall Shares under the Prospectus before the date of this Supplementary Prospectus the right to withdraw their application and have their application money repaid within 1 month of the date of this Supplementary Prospectus.

Applicants who choose to withdraw their application for BlackWall Shares under the Prospectus may do so, provided the applicant gives the Company written notice to the address set out in the Corporate Directory at the back of the Prospectus before 18 June 2011.

Applicants who do not wish to withdraw their application need not take any action.

CONSENT

This Supplementary Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors in accordance with section 720 of the Corporations Act. Each Director has consented to the lodgement of this Supplementary Prospectus with ASIC.

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Stuart Brown Director

This Second Supplementary Prospectus dated 18 May 2011 is intended to be read with the First Supplementary Prospectus dated 18 February 2011 and the Replacement Prospectus dated 19 November 2010 relating to shares of BlackWall Property Funds Limited.