BLACKWALL LIMITED - Capital/Financing Update 2011

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SUPPLEMENTARY PROSPECTUS

BLACKWALL PROPERTY FUNDS LIMITED

ACN 146 935 131

IMPORTANT NOTES

BlackWall Property Funds Limited ( Company ) issued 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 February 2011 and was lodged with ASIC on that date. ASIC and ASX Limited ( 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  Directors  have  resolved  to  extend  the  closing  date  under  the  Offer  to  2  May  2011.  The  new indicative timetable for the Offer follows:

indicativetimetablefortheOfferfollows:
In‐specietransferofBlackWallSharestoPelorusshareholders	7February2011
LodgementofSupplementaryProspectuswithASIC	18February2011
Lastdatetowithdrawapplications	18March2011
ClosingdateofOffer	2May2011
AllotmentofBlackWallSharesunderOffer	5May2011
DispatchofHoldingStatements	10May2011
CommencementoftradingonASX	12May2011

*These dates are indicative only. The Directors reserve the right to extend the Offer or close the Offer early without prior notice.

REASONS FOR SUPPLEMENTARY PROSPECTUS

Pursuant  to  section  723(3)(b)  and  section  724(1)(b)(ii)  of  the  Corporations  Act,  the  Shares  offered under  the  Prospectus  must  be  admitted  to  quotation  on  ASX  within  3  months  of  the  date  of  the Prospectus  ( Quotation  Condition ).  As  the  Prospectus  is  dated  19  November  2010,  the  Quotation Condition is required to be satisfied by 19 February 2011.

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

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The Company sought relief from ASIC from the provisions of section 723(3)(b) and 724(1)(b)(ii) so that these conditions may be satisfied after the time periods provided in those sections. By declaration under section 741(1)(b) of the Corporations Act dated 17 February 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.

As at the date of this Supplementary Prospectus, the Company has received applications for 38,000 BlackWall Shares for a total of $19,000.

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 March 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

BlackWall Property Funds Limited

ACN 146 935 131

Application form

Broker Reference – Stamp Only Broker Code Advisor Code

Fill out this Application form if you wish to apply for Shares in BlackWall Property Funds Limited

Please read the replacement Prospectus dated 19 November 2010 and the Supplementary Prospectus dated 18 February 2011 ( Prospectus ).
Follow the instructions to complete this Application form (see reverse).
Print clearly in capital letters using black or blue pen.

A

B Number of shares you are applying for Total amount payable

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x $0.50 per share =

Minimum parcel of 4,000 Shares may be applied for.

C Write the name(s) you wish to register the Shares in (see reverse for instructions) Applicant 1 Name of Applicant 2 or < Account Designation > Name of Applicant 3 or < Account Designation >

D Write your postal address here Number / Street



Suburb/Town State Postcode


ECHESSparticipant – Holder Identification Number(HIN) X *Important please note*if the name & address details above in sections C & D do not match exactly with your registration details held at CHESS, any Securities issued as a result of your application will be held on the Issuer Sponsored subregister.
FEnter your Tax File Number(s), ABN, or exemption category
Applicant #1 Applicant #2

Applicant #3



GCheque payment details –PIN CHEQUE(S) HERE
Please enter details of the cheque(s) that accompany this application.
Name of drawer of cheque Cheque No.																							BSB No. Account No. Cheque Amount A$




HContact telephone number(daytime/work/mobile)																							I Email address

By submitting this Application Form, I/We declare that this Application is completed and lodged according to the Prospectus and the instructions on the reverse of the Application Form and declare that all details and statements made by me/us are compete and accurate. I/We agree to be bound by the constitution of BlackWall Property Funds Limited (the Company). I/We was/were given access to the Prospectus together with the Application Form. I/We represent, warrant and undertake to the Company that our subscription for the above Shares will not cause the Company or me/us to violate the laws of Australia or any other jurisdiction which may be applicable to this subscription for Shares in the Company.

Guide to the Application Form

YOU SHOULD READ THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS APPLICATION FORM.

Please complete all relevant sections of the appropriate Application Form using BLOCK LETTERS. These instructions are cross-referenced to each section of the Application Form.

Instructions

A. If applying for Shares insert the number of Shares for which you wish to subscribe at Item A (minimum of 4,000 Shares) Multiply by $ 0.50 AUD to calculate the total for Shares and enter the $amount at B.
C. Write your full name . Initials are not acceptable for first names.
D. Enter your postal address for all correspondence. All communications to you from the Company will be mailed to the person(s) and address as shown. For joint Applicants, only one address can be entered.
E. If you are sponsored in CHESS by a stockbroker or other CHESS participant, you may enter your CHESS HIN if you would like the allocation to be directed to your HIN.
NB: your registration details provided must match your CHESS account exactly.
F. Enter your Australian tax file number ("TFN") or ABN or exemption category, if you are an Australian resident. Where applicable, please enter the TFN /ABN of each joint Applicant. Collection of TFN's is authorised by taxation laws. Quotation of your TFN is not compulsory and will not affect your Application Form.
G. Complete cheque details as requested. Make your cheque payable to BlackWall Property Funds Limited Application Trust Account , cross it and mark it "Not Negotiable" . Cheques must be made in Australian currency, and cheques must be drawn on an Australian Bank.
H. Enter your contact details so we may contact you regarding your Application Form or Application Monies.
I. Enter your email address so we may contact you regarding your Application Form or Application Monies or other correspondence.

Correct Forms of Registrable Title

Note that ONLY legal entities can hold the Shares. The Application must be in the name of a natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and surname is required for each natural person.

Examples of the correct form of registrable title are set out below.

Type of Investor	Correct Form of Registrable Title	Incorrect Form of Registrable Title
Individual	Mr John David Smith	J D Smith
Company	ABC Pty Ltd	ABC P/L or ABC Co
Joint Holdings	Mr John David Smith & Mrs Mary Jane Smith	John David & Mary Jane Smith
Trusts	Mr John David Smith	John Smith Family Trust
Deceased Estates	Mr Michael Peter Smith	John Smith (deceased)
Partnerships	Mr John David Smith & Mr Ian Lee Smith	John Smith & Son
Clubs/Unincorporated Bodies	Mr John David Smith	Smith Investment Club
Superannuation Funds	John Smith Pty Limited	John Smith Superannuation Fund

Lodgement

Mail your completed Application Form with cheque(s) attached to the following address:

Mailing address:

Delivery address:

BlackWall Property Funds Limited BlackWall Property Funds Limited PO Box 612 Level 1 NEUTRAL BAY NSW 2089 50 Yeo Street NEUTRAL BAY NSW 2089

It is not necessary to sign or otherwise execute the Application Form.

If you have any questions as to how to complete the Application Form, please contact BlackWall Property Funds Limited on 02 9033 8622.

Privacy Statement:

BlackWall Property Funds Limited advises that Chapter 2C of the Corporations Act 2001 (Cth) requires information about you as a shareholder (including your name, address and details of the shares you hold) to be included in the public register of the entity in which you hold shares. Information is collected to administer your shareholding and if some or all of the information is not collected then it might not be possible to administer your share holding. Your personal information may be disclosed to the entity in which you hold shares. You can obtain access to your personal information by contacting us at the address or telephone number shown on the Application Form.

REPLACEMENT PROSPECTUS

BLACKWALL PROPERTY FUNDS LIMITED

ACN 146 935 131

This Replacement Prospectus has been prepared with respect to:

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IMPORTANT NOTICES

Important Information

This replacement prospectus is dated 19 November �� replaces the replacement prospectus dated 17 ��

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Prospectus Availability

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Investment risks

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Distribution of Prospectus

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ASX Listing

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

CHESS

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Forward Looking Statements

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Currency

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Privacy Act

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Web Site – Electronic Prospectus

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

Exposure Period

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Important Dates

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Reason for Prospectus

The invitation to Pelorus shareholders to vote on the ��

REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

CHAIRMAN’S LETTER

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

1	OVERVIEW OF BLACKWALL	8
2	DIRECTORS & MANAGEMENT	��
�	FINANCIAL INFORMATION	��
�	INDEPENDENT ACCOUNTANT’S REPORT	��
�	RISK FACTORS	��
�	MATERIAL CONTRACTS	��
7	ADDITIONAL INFORMATION	��
8	GLOSSARY	��

DETAILS OF THE OFFER

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Summary of the Offer

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Capital Structure

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SHARES
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Total Shares	44,174,968

REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

Use of Funds

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Application for Shares

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By Mail: By Hand: ��

Allotment

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HOW TO INVEST

Complete the Application Form

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By Mail: By Hand: ��

REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

1 OVERVIEW OF BLACKWALL

1.1 BLACKWALL’S BUSINESS

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Fund & Investment Management. ��

Property Management/Administration. ��

Development Management. ��

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1.2 STRATEGY FOR GROWTH

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

1.3 THE VALUE OF BLACKWALL SHARES

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

1.4 CORPORATE STRUCTURE

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----- Start of picture text -----

BlackWall Property Funds Limited
100% 100% 100% 100%
Tankstream BlackWall DDT Projects BlackWall
Funds Management Pty Ltd Management
Management Services (NZ) Ltd
Limited Pty Ltd ��
(AFSL) ��
100% 100% 100%
Armada Armada Armada
Securities Holdings Investment
Ltd (AFSL) Pty Ltd Management
Pty Ltd
51% 50% 50% 40%
Capital BlackWall Private APG Asset Pelathon
Storage Clients Limited Management Management Group
Services Pty Ltd (AFSL) Pty Ltd Pty Ltd
----- End of picture text -----

1.5 FUNDS/INVESTMENT MANAGEMENT MANDATES

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This information includes two new funds which are contractually mandated, one which will settle in November 2010 and the other will be subject to a $12 million capital raising in February 2011.

REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

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P-REIT

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Other Funds Under Management

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

1.6 PROPERTY MANAGEMENT

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Asset Type	No. of Properties	Location	Annual Rent Roll
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Retail	�	��	��
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Total	27		$58,531,000

This information includes property management with respect to two new funds which are contractually mandated, one which will settle in November 2010 and the other will be subject to a $12 million capital raising in February 2011.

REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

2 DIRECTORS & MANAGEMENT

2.1 DIRECTORS

Richard Hill, Non Executive Chairman (Independent)

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Stuart Brown, Managing Director

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Seph Glew, Non Executive Director

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Robin Tedder, Non Executive Director

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2.2 SENIOR MANAGEMENT

Tim Brown, ��

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Judith Ryan, Head of Funds Management

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

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Natashia Steed, Head of Property Management & Administration

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David Tresidder, Head of Leasing

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2.3 PROPERTY ADVISORY COMMITTEE

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Paul Tresidder

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Guy Wynn

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

3 FINANCIAL INFORMATION

3.1 INTRODUCTION

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3.2 BASIS OF PREPARATION

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

3.3 PRO FORMA CONSOLIDATED BALANCE SHEET

Balance Sheet	Pro Forma at Completion Minimum Subscription(1) Maximum Subscription(1)
Current Assets �� �� �� Non Current Assets �� �� �� �� Total Assets	�� �� �� ��
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	�� �� $9,105,000 $12,105,000
Current Liabilities �� �� �� Provisions �� Non Current Liabilities Provisions �� Total Liabilities	�� �� �� �� �� �� �� ��
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NET ASSETS	$8,346,000 $11,346,000

Notes:

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

3.4 FORECAST INCOME STATEMENT

Forecast Income Statement	Annual Forecast
Income
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NPAT	$2,143,000

3.5 KEY ASSUMPTIONS UNDERLYING THE PRO FORMA BALANCE SHEET

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

3.6 KEY ASSUMPTIONS UNDERLYING THE FORECASTS

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Fund/Asset Management Fees

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Property Management Fees

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Structured Finance/Debt/Performance Fees

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Debenture Fund Management Fees

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Investment Income

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Other Income

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BlackWall Expenses

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Tax

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

Dividends

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General Assumptions

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3.7 SENSITIVITY ANALYSIS

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	-10% Income	-5% Income	Forecast	+5% Income	+10% Income
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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

3.8 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Basis of Preparation

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Critical Accounting Estimates and Judgements

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Key Estimates - Impairment

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Property, Plant and Equipment

General Information

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Plant and Equipment

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Depreciation

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

Useful Life

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Impairment of Asset

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Financial Instruments

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Recognition

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

Loans and receivables

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Financial liabilities

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Fair value

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Impairment

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

Interest-Bearing Borrowings

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Revenue

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Property income

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Investment income

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Income Tax

Current Income Tax Expense

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Goods and Services Tax (GST)

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

4 INDEPENDENT ACCOUNTANT’S REPORT

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17 November 2010

The Directors BlackWall Property Funds Limited Level 3, 50 Yeo Street Neutral Bay NSW 2089

Dear Sirs

INDEPENDENT ACCOUNTANT’S REPORT ON A REVIEW OF FORECASTS AND PRO FORMA BALANCE SHEET OF BLACKWALL PROPERTY FUNDS LIMITED

The directors of BlackWall Property Funds Limited A.C.N. 146 935 131 (“ BlackWall ”) (“ Directors ”) have engaged PKF Corporate Advisory (East Coast) Pty Limited (“ PKFCA ”) to prepare an independent accountant’s reports (“ Report ”) on certain financial information of BlackWall for inclusion in a prospectus which is to be issued by BlackWall in or around November 2010 (“ Prospectus ”).

BlackWall was incorporated on 20 October 2010 and is intended to be a vertically integrated property funds management business.

BlackWall will be formed from the proposed corporate restructure (“ Proposed Transaction ”) of the Pelorus Property Group Limited (www.pelorus.com.au) (“ Pelorus ”) approval of which is subject to approval by Pelorus shareholders. Pelorus is currently an Australian Securities Exchange (“ ASX ”) listed property company with activities across the commercial, retail, industrial, self storage and hospitality sectors.

The financial information comprises:

a pro-forma consolidated balance sheet of BlackWall as at the date of its proposed listing on the ASX (“ Pro forma Balance Sheet ”) that is based on the audited balance sheet of Pelorus as at 30 June 2010 and the Directors’ ‘best estimate’ assumptions with regard to selected adjustments (“ Pro forma Adjustments ”) arising from the Proposed Transaction to reflect:
fund management and property asset management agreements for BlackWall;
revised/new structured finance/debt/performance fee agreements for BlackWall;
revised/new debenture fund management fee agreements for BlackWall;
inter-company recharges on an arm’s length basis (if any);
other costs, including listing fees, salaries, interest, legal and accounting fees ; and
a pro-forma forecast consolidated income statement of BlackWall for the calendar year ending 31 December 2011 (“ CY2011 ”) (which approximately corresponds to the first twelve months of operations post implementation of the Proposed Transaction (“ Forecasts ”) based on the ‘best estimate’ assumptions of the directors of BlackWall.

The Pro forma Balance Sheet and the Forecasts are based on an Excel financial model created by BlackWall management and adopted by the Directors (“ Model ”).

This Report has been prepared for inclusion in the Prospectus.

We disclaim any assumption of responsibility for any reliance on this Report or on the Pro forma Balance Sheet or the Forecasts to which it relates for any purpose other than that for which they were prepared.

Tel: 61 2 9251 4100 | Fax: 61 2 9240 9821 | www.pkf.com.au

The PKF East Coast Practice is a member of the PKF International Limited network of legally independent member firms. The PKF East Coast Practice is also a member of the PKF Australia Limited national network of legally independent firms each trading as PKF. PKF East Coast Practice has offices in NSW, Victoria and Brisbane. PKF East Coast Practice does not accept responsibility or liability for the actions or inactions on the part of any other individual member firm or firms.

REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

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Review of the Pro forma Balance Sheet

Scope of review

Directors’ Responsibility

The Directors are responsible for the preparation and presentation of the Pro forma Balance Sheet, including selecting the Pro forma Adjustments and the applicable accounting policies to be adopted by BlackWall (“ Accounting Policies ”). This responsibility includes establishing and maintaining internal control relevant to the preparation of the Pro forma Balance Sheet so that is free from material misstatement, whether due to fraud or error.

The Pro forma Balance Sheet has been extracted from the audited financial information of Pelorus and incorporates the Pro forma Adjustments.

PKFCA review

Our review was conducted in accordance with Australian Auditing and Assurance Standard ASRE 2405, “ Review of Historical Financial Information Other than a Financial Report ” (“ ASRE 2405 ”) in order to state whether, on the basis of the procedures described, anything has come to our attention that causes us to believe that the Pro forma Balance Sheet is not prepared, in all material respects, and presented fairly in accordance with the recognition and measurement requirements (but not all of the disclosure requirements) of applicable Australian Accounting Standards, other mandatory professional reporting requirements and the Accounting Policies.

No opinion is expressed as to whether the applicable Australian Accounting Standards, other mandatory professional reporting requirements and the Accounting Policies used are appropriate to the needs of the recipients of the Prospectus.

ASRE 2405 requires us to comply with the requirements of the applicable code of professional conduct of a professional accounting body.

A review consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the Pro forma Balance Sheet.

Review statement on Pro forma Balance Sheet

Based on PKFCA’s review, which is not an audit, of the Pro forma Balance Sheet, nothing has come to PKFCA’s attention which causes it to believe that:

the Pro forma Adjustments do not form a reasonable basis for the preparation of the Pro forma Balance Sheet;
the Pro forma Balance Sheet has not been properly prepared on the basis of the Pro forma Adjustments; and
the Pro forma Balance Sheet, in all material respects, is not presented fairly in accordance with the recognition and measurement requirements (but not all of the disclosure requirements) of applicable Australian Accounting Standards, other mandatory professional reporting requirements and the Accounting Policies.

REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

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Review of the Forecasts

Scope of review of the Forecasts

Directors’ responsibility

The Directors are responsible for the preparation and presentation of the Forecasts, including selecting the ‘best estimate’ assumptions and the Accounting Policies upon which the Forecasts are based. The Forecasts have been prepared to provide investors with a guide to the potential future financial performance of BlackWall based upon the achievement of certain economic, industry, operating, development and trading assumptions about future events and actions that have not yet occurred and may not necessarily occur.

There is a considerable degree of subjective judgement involved in the preparation of the Forecasts. Actual results may vary from the Forecasts and the variation may be materially positive or negative. Accordingly, investors should have regard to the risk factors set out in the Prospectus.

PKFCA review

Our review was conducted in accordance with Australian Standard on Assurance Engagements ASAE 3000 Assurance Engagements Other than Audits or Reviews of Historical Financial Information (“ ASAE 3000 ”) with a view to undertaking a limited assurance engagement and providing a negative level of assurance.

We made such inquiries and performed such procedures as we, in our professional judgement, considered reasonable in the circumstances, including:

enquiry of BlackWall management and Directors as to the process used in preparing the Forecasts, including data supporting the Directors’ ‘best estimate’ assumptions used in the Forecasts and discussing the results;
review of available evidence supporting assumptions regarding matters such as:
key forecast economic, property market and industry features, (such as interest rates, demographic, economic and other relevant information in relation to the outlook for the property market), so as to obtain an understanding of the revenue generated by investment properties which has an effect on the property management fees earned by BlackWall;
details of investment in unlisted property securities, their distribution policies and confirmation of whether any funds have been frozen;
property debt securities agreements to support coupon rates and the likelihood of defaults (if any);
existing and potential changes (if any) to the fund and property management agreements;
calculations and assumptions in relation to finance costs;
related party transactions;

For areas outside of our expertise, we have relied on the advice of independent professionals (“ Independent Professionals ”) obtained by the Directors in relation to the Proposed Transaction.

consistency checks between adjustments and transactions undertaken by BlackWall and P-REIT (formerly RP Trust) (“ P-REIT ”) to ensure both sides of a transaction have been taken into account, as applicable;
testing the methodology used in building the Model;
testing that the ‘best estimate’ assumptions have been properly applied in the Model;
a limited examination (on a test basis) of the clerical accuracy of the Model;
review of the Forecasts presented in the Prospectus and the Model to ensure that they are consistent;

REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

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assessing whether any assumptions are ‘hypothetical’ under RG 170 “ Prospective Financial Information ” (“ RG170 ”) and if so, whether they need to be separately disclosed; and
review of whether or not the Forecasts presented in the Prospectus are presented fairly in accordance with the recognition and measurement requirements (but not all of the disclosure requirements) of applicable Australian Accounting Standards, other mandatory professional accounting requirements in Australia and the Accounting Policies.

No opinion is expressed as to whether the applicable Australian Accounting Standards, other mandatory professional reporting requirements and the Accounting Policies are appropriate to the needs of the recipients of the Prospectus.

Our review of the Forecasts, which is based on ‘best estimate’ assumptions, is substantially less in scope than a reasonable assurance engagement conducted in accordance with ASAE 3000 or an audit examination conducted in accordance with Australian Auditing Standards. A review of this nature provides less assurance than a reasonable assurance engagement or an audit. We have not performed a reasonable assurance engagement or an audit and accordingly, we do not express a positive assurance statement or an audit opinion on the Forecasts.

Review statement on the Forecasts

Based on PKFCA’s review of the Forecasts, which is not a reasonable assurance engagement or an audit, nothing has come to PKFCA’s attention which causes it to believe that:

the ‘best estimate’ assumptions underlying the Forecasts, when taken as a whole, do not provide a reasonable basis for the preparation of the Forecasts;
in all material respects, the Forecasts are not properly compiled on the basis of the ‘best estimate’ assumptions and presented fairly in accordance with the recognition and measurement principles (but not all of the disclosure requirements) prescribed in applicable Australian Accounting Standards, other mandatory professional reporting requirements and the Accounting Policies; and
the Forecasts are unreasonable.

The underlying ‘best estimate’ assumptions are subject to significant uncertainties and contingencies, often outside the control of the Directors. If events do not occur as forecast, actual results and distributions achieved by BlackWall may vary significantly from the Forecasts. Accordingly, PKFCA does not confirm or guarantee the achievement of the Forecasts, as future events, by their very nature, are not capable of independent substantiation.

Under applicable Australian Accounting Standards it is possible that future reported results of BlackWall will be subject to volatility, as any substantial movement (either positive or negative) in the value of items such as investments, investment property and any interest rate-sensitive assets and liabilities will be reflected in the income statement of BlackWall. We note that the Forecasts do not make any allowance for movements (either positive or negative) in such values.

Investors should consider the statement of investment risks and the sensitivity analysis set out in the Prospectus.

Subsequent events

Apart from the matters dealt with in this Report, and having regard to the scope of this Report and the information provided by the Directors, to the best of our knowledge and belief no material transaction or event outside of the ordinary business of BlackWall not described in the Prospectus has come to our attention that would require comment on, or adjustment to, the information referred to in our Report or that would cause such information to be misleading or deceptive.

REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

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Independence

PKFCA is a member of the PKF East Coast Practice, Chartered Accountants and Business Advisers. PKFCA has been appointed to prepare this Report for which professional fees will be received. Apart from the foregoing PKFCA and PKF East Coast Practice do not have any interest in the outcome of the Prospectus.

Pelorus, BlackWall and the Directors have agreed to indemnify and hold harmless PKF, PKFCA, and their respective directors and staff from any claims arising out of misstatement or omission of any material information provided to PKFCA by Pelorus, BlackWall or the Directors.

PKFCA has consented to the inclusion of this Report in the Prospectus in the form and context in which it is included. At the date of this Report, this consent has not been withdrawn.

PKFCA has not held and, at the date of this report, does not hold any shareholding in or other relationship with Pelorus, BlackWall or any related entity that could be regarded as capable of affecting its ability to provide an unbiased opinion.

PKFCA has been engaged to provide an independent expert’s report to Australian Property Growth Fund (“ APGF ”) (“ Engagement ”). P-REIT has 893,070 units in APGF’s Diversified Property Fund. This Engagement is not considered to affect PKFCA’s independence and ability to provide an objective opinion in the Report in relation to certain financial information of BlackWall.

PKFCA is not aware of any matter or circumstance that would preclude it from preparing this report on the grounds of independence either under regulatory or professional requirements. In particular, PKFCA has had regard to the provisions of applicable pronouncements and other guidance statements relating to professional independence issued by Australian professional accounting bodies and ASIC. PKFCA considers itself to be independent in terms of Regulatory Guide 112 Independence of experts (“ RG112 ”), issued by ASIC. PKFCA will receive a fixed fee based on time spent in respect of the preparation of the Report. PKFCA will not receive any fee contingent upon the outcome of the Prospectus, and accordingly, does not have any pecuniary or other interests that could reasonably be regarded as being capable of affecting its ability to give an unbiased opinion in relation to the Prospectus. Our fee is disclosed in the Prospects.

Financial Services Guide

Our Financial Services Guide follows this Report. This guide is designed to assist retail clients in their use of any general financial product advice in our Report.

Yours faithfully

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Ed Psaltis Director

REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

FINANCIAL SERVICES GUIDE

17 November 2010

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PKF Corporate Advisory (East Coast) Pty Limited

PKF Corporate Advisory (East Coast) Pty Limited (“ PKFCA ”), Australian Financial Services Licence No. 247420, has been engaged by the directors of BlackWall Property Funds Limited A.C.N. 146 935 131 (“ BlackWall ”) to provide a report in the form of an independent accountant’s report (“ Report ”) for inclusion in a prospectus to be issued by BlackWall in or around October 2010 (“ Prospectus ”).

Our Report includes a description of the circumstances of our engagement and identifies the party who has engaged us. You have not engaged us directly but have been provided with a copy of our Report as a retail client because of your connection to the matters set out in the Report.

Financial Services Guide

This Financial Services Guide (“ FSG ”) is designed to assist retail clients in their use of any general financial product advice contained in the Report. The FSG includes information on the use of general financial product advice and is issued so as to comply with our obligations as holder of an Australian Financial Services Licence.

Financial services we are licensed to provide

We hold an Australian Financial Services Licence which authorises us to provide reports for the purposes of acting for and on behalf of clients in relation to proposed or actual mergers, acquisitions, takeovers, corporate restructures or share issues, to carry on a financial services business to provide general financial product advice for securities and certain derivatives (limited to old law securities, options contracts and warrants) to retail and wholesale clients.

General Financial Product Advice

Our Report provides general financial product advice only, and does not provide personal financial product advice, because it has been prepared without taking into account your personal circumstances or objectives (either financial or otherwise), your financial position or your needs.

Some individuals may place a different emphasis on various aspects of potential investments. An individual’s decision in relation to the Prospectus may be influenced by their particular circumstances and, therefore, individuals should seek independent advice. You should consider your own objectives, financial situation and needs when assessing the suitability of the Report to your situation. You may wish to obtain personal financial product advice from the holder of an Australian Financial Services Licence to assist you in this assessment.

Fees, commissions and other benefits we may receive

We have charged fees of approximately $30,000 for providing our Report. The basis on which our fees are determined has been agreed with, and will be paid by, the person who engaged us to provide the Report. Fees are charged on an hourly basis or as a fixed amount depending on the terms of the agreement with the person who engages us. Our fees for the preparation of the Report are disclosed in the Prospectus.

All our employees receive a salary. Employees may be eligible for bonuses based on overall productivity and contribution to the operation of PKFCA or related entities but any bonuses are not directly connected with any assignment and in particular are not directly related to the engagement for which our Report was provided.

Referrals

We do not pay commissions or provide any other benefits to any parties or person for referring customers to us in connection with the reports that we are licensed to provide.

Associations and relationships

PKFCA is the licensed corporate advisory arm of PKF East Coast Practice, Chartered Accountants and Business Advisers (“ PKF ”). The directors of PKFCA may also be partners in PKF. PKF is comprised of a number of related entities that provide audit, accounting, tax and financial advisory services to a wide range of clients. PKFCA’s contact details are as set out on our letterhead. PKF has been appointed as auditor of the Company.

Complaints resolution

As the holder of an Australian Financial Services Licence, we are required to have a system for handling complaints from persons to whom we provide financial product advice. All complaints must be in writing, addressed to The Complaints Officer, PKF Corporate Advisory (East Coast) Pty Limited, Level 10, 1 Margaret Street, Sydney NSW 2000.

On receipt of a written complaint we will record the complaint, acknowledge receipt of the complaint and seek to resolve the complaint as soon as practical. If we cannot reach a satisfactory resolution, you can raise your concerns with the Financial Ombudsman Service Limited (“ FOS ”). FOS is an independent body established to provide advice and assistance in helping resolve complaints relating to the financial services industry. PKFCA is a member of FOS. FOS may be contacted directly via the details set out below.

Financial Ombudsman Service Limited GPO Box 3 Melbourne VIC 3001 Toll free: 1300 78 08 08 Facsimile: (03) 9613 6399 Email: [email protected]

REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

5 RISK FACTORS

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RELIANCE ON KEY PERSONNEL

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NEED TO ATTRACT QUALIFIED STAFF

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TERMINATION OF MATERIAL CONTRACTS

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DILUTION

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SHARE MARKET RISKS

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INDUSTRY SPECIFIC RISKS

Changes in Regulation and Legislation

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

Tenancy Risk

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Property Sector Performance

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Development Risk

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Distribution Relationships

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Reputation

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Litigation Risk

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MPS Litigation

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GENERAL INVESTMENT RISKS

General Economic Conditions

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

Taxation

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Accounting Standards

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Technical Failure

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Impact of Hostilities, Terrorism or other Force Majeure Events

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NO GUARANTEE

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

6 MATERIAL CONTRACTS

6.1 BLACKWALL CONSTITUTION

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Voting

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General Meetings

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Dividends

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Issue of Further Shares

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Transfer of Shares

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Winding Up

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Proportional Takeover Provisions

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

Directors

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Dividend Plans

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Directors’ Indemnity

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Alterations of Constitution

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Share Buy Backs

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6.2 INVESTMENT MANAGEMENT AND PROPERTY SERVICES AGREEMENTS

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

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Associated Entities: ��

Manager’s Obligations: ��

Valuation: ��

Reports: ��

Appointment of Property Manger: ��

Exercising of Voting Rights: ��

Termination: ��

Other: ��

(a) P-REIT Investment Management Agreement

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

(b) BQF Investment Management Agreement

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6.3 BAKEHOUSE TRANSFERABLE CPI INDEXED 2020 BOND

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6.4 SUMMARY OF BLACKWALL PLANS

(a) Employee Share Plan

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(b) Employee Share Option Plan

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

7 ADDITIONAL INFORMATION

7.1 INTERESTS OF DIRECTORS

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7.2 REMUNERATION OF DIRECTORS AND EXECUTIVES

(a) Remuneration

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

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7.3 RELATED PARTY TRANSACTIONS AND CORPORATE GOVERNANCE

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Principle 2: Structure the Board to add value: ��

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

Principle 3: Promote ethical and responsible decision making: ��

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Principle 5: Make timely and balanced disclosures: ��

Principle 6: Respect the rights of shareholders: ��

Principle 7: Recognise and managing risk: ��

Principle 8: Remunerate fairly and responsibly: ��

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

7.5 INTERESTS OF EXPERTS & ADVISERS

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7.6 EXPENSES OF THE PROSPECTUS

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TOTAL	$175,000

7.7 LITIGATION

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

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7.8 WARNING STATEMENT – ISSUES TO NEW ZEALAND INVESTORS

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7.9 DIRECTORS’ AUTHORISATION

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

8 GLOSSARY

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A$ or $ or AUD ��

ABN ��

AFSL ��

APG Asset Management Pty Ltd ��

Application Form ��

Armada Holdings Pty Limited ��

Armada Investment Management Pty Limited ��

Armada Securities Limited ��

ASIC ��

ASX ��

Australian Accounting Standards ��

Bakehouse Bond ��

BlackWall or Company or Group ��

BlackWall Management (NZ) Ltd ��

BlackWall Management Services ��

BlackWall Private Clients Limited ��

Board ��

BQF ��

CHESS ��

Capital Storage Services Pty Ltd ��

Closing Date ��

REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

Completion ��

Constitution ��

Corporations Act ��

DDT Projects Pty Ltd ��

Demerger ��

Director ��

Dividend Reinvestment Plan or DRP ��

ESA ��

Expiry Date ��

Exposure Period ��

Financial Year ��

Forecasts ��

Forecast Period ��

FUM ��

GST ��

GST Act ��

In-Specie Transfer ��

Investment Management Agreement means an investment management agreement to be entered into between ��

Investor ��

Listing Rules ��

Meeting ��

REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

Notice of Meeting ��

Offer ��

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Pelathon Management Group Pty Ltd ��

Pelorus ��

PKF Corporate Advisory ��

P-REIT ��

P-REIT Investment Management Agreement means the investment management agreement to be entered into ��

Privacy Act ��

Pro Forma Balance Sheet ��

Pro Forma Transactions ��

Property ��

Prospectus ��

Register ��

Related Body Corporate ��

RFML ��

Share or BlackWall Share ��

Shareholder ��

Special Resolution ��

Tankstream Funds Management Limited ��

Tankstream Property Investments Fund ��

REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

CORPORATE DIRECTORY

BlackWall Property Funds Limited

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Legal Adviser

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Independent Accountant

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REPLACEMENT PROSPECTUS DATED 19 NOVEMBER 2010 FOR BLACKWALL SHARES Replacing prospectus 9 November 2010 and replacement prospectus 17 November 2010

AI assistant

BLACKWALL LIMITED — Capital/Financing Update 2011

64590_rns_2011-10-17_250c5c80-c7bf-47ec-80de-b104af9ea32b.pdf

SUPPLEMENTARY PROSPECTUS

BLACKWALL PROPERTY FUNDS LIMITED

ACN 146 935 131

IMPORTANT NOTES

REVISED INDICATIVE TIMETABLE

REASONS FOR SUPPLEMENTARY PROSPECTUS

RIGHT TO WITHDRAW

CONSENT

BlackWall Property Funds Limited

ACN 146 935 131

Application form

A

B Number of shares you are applying for Total amount payable

Guide to the Application Form

YOU SHOULD READ THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS APPLICATION FORM.

Instructions

Correct Forms of Registrable Title

Lodgement

Delivery address:

If you have any questions as to how to complete the Application Form, please contact BlackWall Property Funds Limited on 02 9033 8622.

Privacy Statement:

REPLACEMENT PROSPECTUS

BLACKWALL PROPERTY FUNDS LIMITED

ACN 146 935 131

IMPORTANT NOTICES

Important Information

Prospectus Availability

Investment risks

Distribution of Prospectus

ASX Listing

CHESS

Forward Looking Statements

Currency

Privacy Act

Web Site – Electronic Prospectus

Exposure Period

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Important Dates

Reason for Prospectus

CHAIRMAN’S LETTER

TABLE OF CONTENTS

DETAILS OF THE OFFER

Summary of the Offer

Capital Structure

Use of Funds

Application for Shares

Allotment

HOW TO INVEST

Complete the Application Form

1 OVERVIEW OF BLACKWALL

1.1 BLACKWALL’S BUSINESS

1.2 STRATEGY FOR GROWTH

1.3 THE VALUE OF BLACKWALL SHARES

1.4 CORPORATE STRUCTURE

1.5 FUNDS/INVESTMENT MANAGEMENT MANDATES

P-REIT

BQF

Other Funds Under Management

1.6 PROPERTY MANAGEMENT

2 DIRECTORS & MANAGEMENT

2.1 DIRECTORS

Richard Hill, Non Executive Chairman (Independent)

Stuart Brown, Managing Director

Seph Glew, Non Executive Director

Robin Tedder, Non Executive Director

2.2 SENIOR MANAGEMENT

Tim Brown, ����������������������

Judith Ryan, Head of Funds Management

Natashia Steed, Head of Property Management & Administration

David Tresidder, Head of Leasing

2.3 PROPERTY ADVISORY COMMITTEE

Paul Tresidder

Guy Wynn

3 FINANCIAL INFORMATION

3.1 INTRODUCTION

3.2 BASIS OF PREPARATION

3.3 PRO FORMA CONSOLIDATED BALANCE SHEET

BLACKWALL LIMITED Capital/Financing Update 2011

SUPPLEMENTARY PROSPECTUS

BLACKWALL PROPERTY FUNDS LIMITED

ACN 146 935 131

IMPORTANT NOTES

REVISED INDICATIVE TIMETABLE

REASONS FOR SUPPLEMENTARY PROSPECTUS

RIGHT TO WITHDRAW

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Tim Brown, ��

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