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ELDERS LIMITED M&A Activity 2011

May 2, 2011

64835_rns_2011-05-02_785ad2e2-cd5f-4ef1-8b18-47cb398f0905.pdf

M&A Activity

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ASX RELEASE

03 May 2011

TFS Corporation Ltd (ASX code TFC) (“TFS”) advises that it is in discussions with Elders Forestry Pty Ltd, an Australian corporation ("Elders"), regarding the potential acquisition of assets related to Indian Sandalwood and Australian Sandalwood plantations managed by Elders in the East Kimberley region of Western Australia and Far North Queensland.

The proposed transaction would involve the acquisition of Elders-owned land and associated water rights, plant and equipment, Elders-owned trees and assignment of leasehold interests in leased properties. As part of the proposed transaction, the parties will be exploring the potential involvement, if appropriate, of TFS in the management of various Sandalwood managed investment schemes that are currently managed by Elders.

An indicative term sheet between TFS and Elders allows for a purchase price of approximately A$50 - $55 million. Agreement on any transaction, including a final price, is subject to:

  • completion of due diligence;

  • execution of definitive documentation;

  • approval by the respective boards of directors of TFS and Elders;

  • any necessary approvals by investors in the various Indian Sandalwood and Australian Sandalwood managed investment schemes currently managed by Elders ;

  • regulatory approvals; and

  • other customary conditions.

There can be no assurance that any definitive agreement will be executed or, if executed, what the final terms would be or whether all conditions to completion of a transaction with Elders would be satisfied.

Frank Wilson Executive Chairman Ph: +61 8 9386 3299

Quentin Megson Chief Financial Officer

For further investor and analyst queries, please contact:

Martyn Jacobs General Manager – Corporate Strategy Ph: 0412 785 180

ABOUT TFS

TFS Corporation Ltd (ASX: TFC) is an owner and manager of Indian sandalwood plantations in the east Kimberley region of Western Australia. As part of its vision to be a vertically integrated producer of finished sandalwood products, TFS owns a significant proportion of the plantations in its own right and in 2008 acquired Mount Romance Australia (Mount Romance), the Albany-based sandalwood processor and oil distributor.

TFS was founded in 1997 to exploit the success of government trials into the plantation growth of Indian sandalwood in the Ord River Irrigation Area (ORIA) of north-east Western Australia.

TFS’s first planting was in 1999 and it now manages the largest area of Indian sandalwood plantation in the world, with approximately 3,770 hectares planted in the ORIA. TFS plantations are managed on behalf of both retail and institutional investors.

TFS has a land bank of over 2,000 plantable hectares for future sandalwood plantings in the ORIA and at its Kingston Rest property 65 kilometres south of the ORIA.

The company listed on the Australian Stock Exchange in December 2004 and is currently capitalised at approximately $240 million.

TFS is committed to adopting and maintaining the highest environmental and ethical standards in all aspects of its business. All plantations are grown on land that has previously been used for agricultural or horticultural production. As the first ORIA land owner to recycle its water, TFS was the winner of the 2006 State Regional Water Award.

In 2009, TFS entered the prestigious Forbes Asia Pacific's ‘ Best Under a Billion’ , which recognises the Top 200 companies from more than 25,326 publicly-listed firms in the Asia/Pacific region with revenue of less than US$1 billion.

About Indian Sandalwood

Indian sandalwood has a history as a tradeable commodity spanning thousands of years, but is now endangered due to the illegal harvest of wild trees throughout the world. As a result, Indian sandalwood is the world’s most expensive tropical hardwood and continues to increase in price each year. Its heartwood currently trades for in excess of A$110,000 per tonne, having risen at a compounded rate of over 18% per annum over the past 18 years.

Indian sandalwood oil is a globally important ingredient in fine fragrances, cosmetics and toiletries, incense sticks, and for medicinal purposes (aromatherapy and Chinese medicine) and the wood is used for high quality carvings.

Indian sandalwood has a well entrenched market throughout the world, particularly in India and China, two of the fastest growing economies in the world.