REACH RESOURCES LIMITED — Capital/Financing Update 2007

Apr 12, 2007

CERVANTES SEAFOOD LTD ABN 79 097 982 235

PROSPECTUS

For the offer of up to 30,000,000 Shares at an issue price of 0.5 cents per Share and 30,000,000 free attaching Options to raise up to $150,000 (Placement Offer)

and

For the offer of 135,000,000 Shares at an issue price of 1 cent per Share to raise $1,350,000 (Share Offer)

The Offers are not underwritten

The Offers are conditional on the Liquidator being terminated and the Company being removed from liquidation and are therefore conditional Offers. Refer to Section 4.3 of this Prospectus for further details.

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay. The Securities offered by this Prospectus should be considered speculative.

IMPORTANT NOTICE

This Prospectus is dated 11 April 2007 and was lodged with the ASIC on that date. The ASIC and ASX and their officers take no responsibility for the contents of this Prospectus or the merits of the investment to which the Prospectus relates.

The expiry date of this Prospectus is at 5.00pm WST on that date which is 13 months after the date this Prospectus was lodged with the ASIC (Expiry Date). No Securities may be issued on the basis of this Prospectus after the Expiry Date.

Application will be made to ASX within seven (7) days after the date of this Prospectus for Official Quotation of the Shares the subject of this Prospectus. There is no intention at this stage to seek Official Quotation for the Options offered pursuant to this Prospectus.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. The Securities the subject of this Prospectus should be considered speculative.

WEB SITE - ELECTRONIC PROSPECTUS

A copy of this Prospectus can be downloaded from the website of the Company at www.cervantesseafoodlimited.com. Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company.

EXPOSURE PERIOD

This Prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. Potential investors should be aware that this examination may result in the identification of deficiencies in the Prospectus and, in those circumstances, any application that has been received may need to be dealt with in accordance with Section 724 of the Corporations Act.

Applications for Securities pursuant to this Prospectus will not be processed by the Company until after the expiry of the Exposure Period. No preference will be conferred on persons who lodge applications prior to the expiry of the Exposure Period.

CONTENTS

$\mathbf{L}$	CORPORATE DIRECTORY
2 1	LETTER FROM THE BOARD
3.	INVESTMENT OVERVIEW
4.	DETAILS OF THE OFFERS
5.	COMPANY
6.	DIRECTORS
7.	FINANCIAL INFORMATION
8.	RISK FACTORS
9.	ADDITIONAL INFORMATION
10.	DIRECTORS' AUTHORISATION
11.	GLOSSARY

Directors

Barry MacKinnon Robert Grover William McSharer

Company Secretary

Robert Grover

Principal Office & Registered Office

c/- Gary Anderson Chartered Accountant Ground Floor 12 Prowse Street WEST PERTH WA 6005

Telephone: +61 8 9486 7822 Facsimile: +61 8 9226 4250

ASX Code

CVS (currently suspended)

Share Registry

Computershare Investor Services Pty Ltd* Level 2, Reserve Bank Building 45 St Georges Terrace PERTH WA 6000

Telephone: 1300 787 575 Facsimile: (08) 9323 2033

Solicitors to the Company

Steinepreis Paganin Lawvers and Consultants Level 4, Next Buildina 16 Milligan Street PERTH WA 6000

* This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus and has not consented to being named in this Prospectus.

$\mathfrak{D}$ LETTER FROM THE BOARD

Dear Investor,

The Company's business involves the export of premium lobster to expanding international markets.

The Company was admitted to the official list of ASX in November 2002.

On 1 November 2004, and due to lack of liquidity and lack of support between various Shareholder factions, the then directors of Cervantes duly appointed Gary Anderson of Gary Anderson Chartered Accountants as administrator of the Company pursuant to Section 436C of the Corporations Act (Administrator). On 25 January 2005, the administration of the Company came to an end and the Company proceeded to wind up. Gary Anderson was duly appointed as Liquidator of the Company pursuant to Section 439C(1) of the Corporations Act pursuant to a resolution of a meeting of creditors of the Company to that effect held on that day (Liquidator).

The Company's securities were suspended from trading on ASX on 1 November 2004 and have not traded since.

In late 2006, Investment Promotions Pty Ltd (the Financier) approached the Company and the Liquidator with a proposal to provide financial assistance to the Company and seek the reinstatement of the Shares on ASX and termination of the Company's winding up (Proposal). ASX advised the Company that to achieve the reinstatement of the Shares on ASX, the Company needed to satisfy a number of conditions including having a minimum of $1,000,000 after debts and liabilities.

The Company has obtained Shareholder approval at the General Meeting for the capital raisings the subject of this Prospectus and has obtained a stay of the winding up of the Company from the Supreme Court of Western Australia until 9 May 2007 to enable the Company to complete the capital raisings. If the Share Offer is fully subscribed, the Company will immediately apply to the Supreme Court of Western Australia for a permanent termination of the liquidation of the Company and the Liquidator. The Directors believe that the granting of a permanent termination of the liquidation of the Company and the Liquidator is a formality once the Share Offer is fully subscribed, however, such decision will be at the sole discretion of the Court.

As part of the recapitalisation and as approved by Shareholders on 13 March 2007, the Company makes the Offers pursuant to this Prospectus.

The Company has no creditors (other than the Liquidator and legal fees associated with this Prospectus), 8 cray pots which are leased out earning income and a seafood processing licence which can be activated when funds are available.

Upon completion of the Offers contained in this Prospectus and termination of the Liquidator, the Company will seek the reinstatement to trading of its Shares on ASX.

Yours sincerely

Mr Barry MacKinnon DIRECTOR

$3.$ INVESTMENT OVERVIEW

$3.1$ Important Notice

This section is not intended to provide full information for investors intending to apply for Securities offered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety.

$3.2$ Indicative Timetable

Granting of stay of Liquidator	5 April 2007
Lodgement of Prospectus with the ASIC	11 April 2007
Opening Date of Offers (Exposure Period will apply sono applications can be processed during the ExposurePeriod)	11 April 2007
Share Offer Closing Date	5.00pm WST on 1 May2007
Granting of Permanent Stay of Liquidator	4 May 2007
Despatch of Holding Statements for Share Offer	8 May 2007
Expected reinstatement of trading of Shares on ASX	11 May 2007
Placement Offer Closing Date	1 June 2007
Despatch of Holding Statements for Placement Offer*	6 June 2007

The above dates are indicative only and may change without notice. The Company reserves the right to extend the Share Offer Closing Date or the Placement Offer Closina Date (or both) or close either or both of the Offers early without notice.

Securities pursuant to the Placement Offer will be allotted on a progressive basis.

$3.3$ Purpose of the Offers and Use of Proceeds

The Placement Offer and the Share Offer are not conditional on each other. The minimum subscription for the Share Offer is full subscription. There is no minimum subscription for the Placement Offer. The purpose of the Offers is to:

• $(a)$ provide financial assistance to the Company and underwriting of various costs relating to the staying of the winding up and preparation for relisting of the Company on ASX;

• $(b)$ fund the Company's ongoing operations;

• $\left( \circ \right)$ provide funds for the further development of the Company's business:

• $(d)$ provide funds for the acquisition and development of additional complementary opportunities, as identified by the Company;

• $(e)$ provide funds for the acquisition and development of other investment and business opportunities identified by the Company both in Australia and overseas; and

• $(f)$ meet the administration costs of the Company and the expenses of the recapitalisation of the Company including the repayment of loan funds arranged by the Financier and the Liquidator's remuneration, costs and expenses.

It is intended to apply funds raised from the Offers (assuming full subscription) as follows:

	Year 1	Year 2
Total maximum funds raised	1,500,000
Utilised as follows:
Financial assistance to the Company and underwriting	175,000
of various costs relating to the staying of the liquidation
(including the Liquidator's costs), preparation for relisting
of the Company on ASX and Placement Offer costs
Fund the Company's ongoing operations	50,000	50,000
Provide funds for the further development of the	75,000	75,000
Company's business
Provide funds for the acquisition and development of	200,000	200,000
additional complementary and other business
opportunities, as identified by the Company both in
Australia and overseas
Administration costs	100,000	100,000
Working Capital	225,000	250,000
Total funds utilised	825,000	675,000

Use of Funds - Expenditure Budget

The Company's review and development plans are the best estimates available to the Company as at the date of this Prospectus. It is important to recognise that although certain of the budget allocations are committed expenditures, work programs are subject to changes in line with emerging results, circumstances and opportunities.

If no funds are raised pursuant to the Placement Offer but the Share Offer is fully subscribed, the funds applied to working capital will be reduced accordinaly in equal amounts over year 1 and year 2.

Following completion of the Share Offer, the Company will have sufficient working capital to carry out its stated objectives.

$3.4$ Capital Structure

The capital structure of the Company following completion of the Offers is summarised below:

Shares	Full Subscription ofOffers	Full SubscriptionShare Offer, No.
	Number	SubscriptionPlacement Offer
		Number
Shares on issue at date of Prospectus	122,011,112	122,011,112
Shares offered under the Placement Offer	30,000,000
Shares offered under the Share Offer	135,000,000	135,000,000
Total Shares on issue at completion of theOffers	287,011,112	257,011,112
Options
Options on issue at date of Prospectus	NIL	Nil
Free attaching Options offered under thePlacement Offer 1	30,000,000	Nil
Total Options on issue at completion ofthe Offers	30,000,000	Nii

Notes:

1 The Options will be exercisable at 1.5 cents each on or before 31 December 2008

$\boldsymbol{4}$ . DETAILS OF THE OFFERS

$4.1$ The Offers

The Company is making 2 separate Offers pursuant to this Prospectus. The purpose of the Offers and the use of the funds raised pursuant to the Offers are set out in Section 3.3 of this Prospectus.

The Offers encompass the proposal made by the Financier. The Offers were approved by Shareholders on 13 March 2007 and are not conditional on each other.

The Offers are conditional on a permanent stay of the liquidation of the Company and termination of the Liquidator being granted and are therefore conditional Offers. Refer to Section 4.3 for further details.

The rights attached to the Securities offered pursuant to this Prospectus are summarised in Section 9.3 of this Prospectus.

The Placement Offer

Pursuant to the Placement Offer, the Company offers the Financier and parties nominated by the Financier subscription for up to 30,000,000 Shares at an issue price of 0.5 cents each and 30,000,000 free attaching Options to raise up to $150,000. The Placement Offer is open only to those persons nominated by the Financier.

Accordingly, if you are nominated by the Financier and you wish to subscribe for Shares pursuant to the Placement Offer, please complete a Placement Offer Application Form.

The Share Offer

Pursuant to the Share Offer, the Company offers for subscription 135,000,000 Shares at an issue price of 1 cent each to raise $1,350,000.

If you wish to subscribe pursuant to the Share Offer, complete the Share Offer Application Form.

$4.2$ Applications

Placement Offer

Applications for Shares under the Placement Offer must be made using the Placement Offer Application Form. Only complete the Placement Offer Application Form if you are directed to do so by the Financier.

Payment for the Shares must be made in full at the issue price of 0.5 cents per Share. Completed Placement Offer Application Forms and accompanying cheques must be mailed or delivered to:

Cervantes Seafood Ltd c/- Garv Anderson Chartered Accountant Ground Floor 12 Prowse Street WEST PERTH WA 6005

Cheques should be made payable to "Cervantes Seafood Ltd - Offer Account" and crossed "Not Negotiable". Completed Placement Offer Application Forms must reach the above address by no later than the Placement Offer Closing Date.

Share Offer

Applications for Shares under the Share Offer must be made using the Share Offer Application Form.

Payment for the Shares must be made in full at the issue price of 1 cent per Share, Applications for Shares must be for a minimum of 200,000 Shares and thereafter in multiples of 10,000 Shares. Completed Share Offer Application Forms and accompanying cheques must be mailed or delivered to:

Cervantes Seafood Ltd c/- Gary Anderson Chartered Accountant Ground Floor 12 Prowse Street WEST PERTH WA 6005

Cheques should be made payable to "Cervantes Seafood Ltd - Offer Account" and crossed "Not Neaptiable", Completed Share Offer Application Forms must reach the above address by no later than the Share Offer Closina Date.

$4.3$ Conditional Offer

On 5 April 2007, the Supreme Court of Western Australia (Court) granted a stay of the liquidation of the Company to enable the Company to make the Offers the subject of this Prospectus. If the Share Offer is fully subscribed, the Liquidator and the Company will make an application to the Court for a permanent stay of the liquidation of the Company and termination of the Liquidator (Permanent Stay). The allotment of Securities pursuant to this Prospectus is conditional on the granting of the Permanent Stay and therefore, the Offers are conditional offers. If the Permanent Stay is not aranted, no Securities will be issued pursuant to this Prospectus.

$4.4$ Allotment

Subject to ASX granting conditional approval for the Shares to be reinstated to trading on the Official List of ASX and a Permanent Stay being granted, allotment of the Securities offered by this Prospectus will take place as soon as practicable after the Share Offer Closing Date and in respect of the Placement Offer, on a progressive basis. The Directors reserve the right to close either or both of the Offers early without notice upon meeting the minimum subscription for the respective Offer. Prior to allotment, all application monies shall be held by the Company on trust. The Company, irrespective of whether the allotment of Securities takes place, will retain any interest earned on the application monies.

With respect to the Share Offer, the Directors reserve the right to allot Shares in full for any application or to allot any lesser number or to decline any application. Where the number of Shares allotted is less than the number applied for, or where no allotment is made, the surplus application monies will be returned by cheque to the applicant within 7 days of the allotment date.

$4.5$ Minimum Subscription

The minimum subscription to be raised under each of the Share Offer is full subscription. There is no minimum subscription for the Placement Offer.

If the minimum subscription has not been raised in respect of the Share Offer within 4 months after the date of this Prospectus, all applications in respect of Share Offer will be dealt with in accordance with the Corporations Act.

4.6 Reinstatement to Official Quotation on ASX

The Company will apply to ASX within 7 days after the date of this Prospectus for its Shares to be reinstated to Official Quotation and for Official Quotation of the Shares offered under this Prospectus. If ASX does not admit the Shares offered pursuant to this Prospectus to Official Quotation within 3 months after the date of this Prospectus, or such longer period as is permitted by the Corporations Act, none of the Shares offered by this Prospectus will be allotted or issued. In that circumstance, all applications will be dealt with in accordance with the Corporations Act.

There is no intention at this stage to seek Official Quotation of the Options offered pursuant to this Prospectus.

$4.7$ Applicants outside Australia

This Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction, or to any person to whom it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. No action has been taken to register or qualify these Securities or otherwise permit a public offering of the Securities the subject of this Prospectus in any jurisdiction outside Australia.

It is the responsibility of applicants outside Australia to obtain all necessary approvals for the allotment and issue of the Securities pursuant to this Prospectus. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by the applicant that all relevant approvals have been obtained.

4.8 Commissions on Application Forms

The Company reserves the right to pay a commission of $5%$ (plus goods and services tax) of amounts subscribed to any Australian Financial Services licensee in respect of valid applications lodged and accepted by the Company and bearing the stamp of the Australian Financial Services licensee in respect of the Share Offer. Payments will be subject to the receipt of a proper tax invoice from the Australian Financial Services licensee. A further 1% (plus goods and services tax) will be paid to an Australian Financial Services licensee as a success fee if all funds pursuant to the Share Offer are raised within 30 days of the date of this Prospectus.

4.9 CHESS

The Company participates in the Clearing House Electronic Subregister System (CHESS). CHESS is operated by ASX Settlement and Transfer Corporation Pty Ltd (ASTC), a wholly owned subsidiary of ASX, in accordance with the Listina Rules and the ASTC Settlement Rules.

Under CHESS, the Company will not issue certificates to investors. Instead, Shareholders will receive a statement of their holdinas in the Company. If an investor is broker sponsored, ASTC will send a CHESS statement.

4.10 Risk Factors

Prospective investors in the Company should be aware that subscribing for Securities the subject of this Prospectus involves a number of risks. These risks are set out in Section 8 of this Prospectus and investors are uraed to consider those risks carefully (and if necessary, consult their professional adviser) before deciding whether to invest in the Company.

The risk factors set out in Section 8, and other general risks applicable to all investments in listed securities not specifically referred to, may in the future affect the value of the Securities. Accordinaly, an investment in the Company should be considered speculative.

4.11 Privacy Statement

If you complete an application for Securities, you will be providing personal information to the Company. The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder and Optionholder and to facilitate distribution payments and corporate communications to you as a Shareholder and Optionholder.

The information may also be used from time to time and disclosed to persons inspecting the register, including bidders for your securities in the context of takeovers; regulatory bodies, including the Australian Taxation Office; authorised securities brokers; print service providers; mail houses and the Share Registry.

You can access, correct and update the personal information that we hold about you. If you wish to do so, please contact the Share Registry at the relevant contact number set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (as amended), the Corporations Act and certain rules such as the ASTC Settlement Rules. You should note that if you do not provide the information required on the application for Shares or Options, the Company may not be able to accept or process your application.

5. COMPANY

$5.1$ History

Cervantes was incorporated to export premium lobster to expanding international markets.

Cervantes Seafood was admitted to the Official List of ASX in November 2002 following a prospectus capital raising.

The lobster season runs from mid-November to May/June each year. The 2002/03 lobster season in Western Australia was a difficult one for the Company, with adverse factors such as high beach prices, generally depressed Asian markets due to occurrences such as the SARS epidemic and alobal uncertainty emanating from unrest in the Middle East, and the strengthening of the Australian dollar during the year, as well as a fire which interrupted the Company's business during the busiest period of the season.

During the 2003 off-season, the Company acquired the assets and business of INF Pty Ltd, a Western Australian lobster trading business that had been in operation for more than 28 years. The merger of the INF business increased the Company's catch-base for the 2003/04 lobster season, and brought about sianificant changes to the operation structure of the Company.

On 1 November 2004, and due to lack of liquidity and lack of support between various Shareholder factions, the then directors of the Company duly appointed the Administrator as administrator of the Company pursuant to Section 436C of the Corporations Act and the Shares were suspended from trading on ASX from that date. On 25 January 2005, the administration of the Company came to an end and the Company proceeded to wind up. The Liquidator was duly appointed as liquidator of the Company pursuant to Section 439C(1) of the Corporations Act and a resolution of a meeting of creditors of the Company to that effect held on that day.

$5.2$ Recapitalisation

In late 2006, the Financier approached the Company and the Liquidator with a proposal to provide financial assistance to the Company and seek the reinstatement of the Shares on ASX and termination of the Company's winding up. Discussions between the Directors and representatives of the Financier with ASX were positive and ASX indicated that a minimum of $1,000,000 after debts and liabilities would be needed by the Company before ASX would consider the release of suspension of the Shares on ASX.

The Proposal from the Financier to the Company and the Liquidator can be summarised as follows:

• the Company will have no creditors other than the Liquidator, 8 cray $\alpha$ pots which are leased out earning income and a seafood processing licence which can be activated when funds are available and the Liauidator removed:

• $(b)$ the Company be authorised to allot and issue 30,000,000 Shares to the Financier (or its nominees) at an issue price of 0.5 cents each and 30,000,000 free attaching Options exercisable at 1.5 cents on or before 31 December 2008 to raise $150,000 (being, the Placement Offer);

• $\left( \circ \right)$ the Company be authorised to allot and issue by way of a general placement up to 135,000,000 Shares at an issue price of 1 cent each to raise up to $1,350,000 (being, the Share Offer);

• $(d)$ the existing Directors be nominated as Directors of the Company; and

• $(\Theta)$ the Company adopt a new Constitution.

Before the Company can seek the reinstatement of the Shares to Official Quotation, the Company needs to undergo a recapitalisation, which will be achieved upon completion of the Offers pursuant to this Prospectus.

Shareholder approval was obtained at the General Meetina for the Company to issue the securities pursuant to the Placement Offer and the Share Offer and the reappointment of existing Directors as Directors of the Company. All reappointments were passed other than Mr Chen Hao who was not reappointed as a Director. On 3 April 2007, the Liquidator applied to the Court for a stay of the liquidation of the Company to enable the Company to make the Offers the subject of this Prospectus. The Court aranted a temporary stay until 9 May 2007, If the Share Offer is completed by 9 May 2007, the Liquidator and the Company will apply to the Court for a permanent stay of the liquidation of the Company and termination of the Liquidator.

$5.3$ The Business

The Company currently has no creditors (other than the Liquidator and legal fees associated with this Prospectus), 8 cray pots which are leased out earning income and a seafood processing licence which can be activated when funds are available.

5.4 Other Opportunities

Subject to completion of the Share Offer, the Company will have sufficient working capital to carry out its operations going forward and will also have sufficient funds to look at complementary acquisitions or new acquisitions in other areas.

At this stage, the Directors have not identified nor given any consideration to any other business sector or complementary opportunities but reserve the right to direct any capital raised under this Prospectus to pursue that objective and strateav.

The future funding requirements of the Company will therefore be dependent on its success in exploiting its existing assets and also the costs of acquiring any additional projects or business opportunities for investment as and when identified and investors must take this risk into account when determining whether to invest pursuant to this Prospectus.

5.5 Corporate Governance

The Board is responsible for the overall corporate governance of the Company, and it recognises the need for the highest standards of behaviour and accountability. The Board will develop strategies for the Company, review strategic objectives, and monitor the performance against those objectives. The overall apals of the corporate apvernance process are to:

drive Shareholder value: $(a)$

• $(b)$ assure a prudential and ethical base to the Company's conduct and activities: and
• ensure compliance with the Company's legal and regulatory $\left( \circ \right)$ obligations.

Consistent with these goals, the Board assumes the following primary responsibilities:

• $(a)$ formulation and approval of the strategic direction, objectives and goals of the Company;
• $(b)$ monitoring the financial performance of the Company, including approval of the Company's financial statements;
• ensuring that adequate internal control systems and procedures exist $\left( \circ \right)$ and that compliance with these systems and procedures is maintained;
• $(d)$ the identification of significant business risks and ensuring that such risks are adequately managed;
• $(e)$ the review of performance and remuneration of executive Directors: and
• $(f)$ the establishment and maintenance of appropriate ethical standards.

The Board is committed to the adoption of corporate governance policies and practices consistent with the ASX Corporate Governance Council's "Principles of Good Corporate Governance and Best Practice Recommendations", which are appropriate for a company of Cervantes size and nature. Such policies include, but are not limited to, the Board charter, Board code of conduct, Board committee charters, continuous disclosure, trading in securities and risk management policies.

The Board also recognises its duty to ensure that its Shareholders and other stakeholders are informed of all major developments affecting the Company's state of affairs.

6. DIRECTORS

Since the date of the appointment of the Administrator to the Company and then the Liquidator, control of the Company has been with the Administrator and then, the Liauidator. At the General Meetina, Messrs Barry MacKinnon, Robert Grover and William McSharer were re-appointed as Directors of the Company and after the termination of the Liquidator as liquidator of the Company, control of the Company will be returned to those Directors.

Outlined below is a summary of each of the Directors.

MR BARRY MACKINNON

AM, BEcon, FCPA, JP

Non-Executive Chairman

Mr MacKinnon has a wide range of experience in corporate finance and He is currently the principal of an independent business management. consultant organisation in Western Australia, which provides political and business advice to a wide range of clients in the private and public sectors and is a Fellow of the Australian Society of Certified Practising Accountants.

MR ROBERT GROVER FAICD

Managing Director

Mr Grover is a business consultant with more than 25 years corporate management experience. He has held Board positions with a range of Australian and international public companies. Mr Grover formerly practised as an Accountant and Company Secretary and is a Fellow of the Australian Institute of Company Directors. Mr Grover is currently a director of Redport Limited and Contact Resources Limited (a company listed on ASX).

MR WILLIAM MCSHARER

Non-Executive Director

Mr McSharer has an extensive backaround in both commercial fishing and business management. He has been actively involved in the West Coast rock Lobster fishery for 27 years. During this period Mr McSharer has provided advice to Ministerial advisory groups for policy development in accordance with numerous provisions of the Fisheries Resources Management Act. Holdina representative appointments with both wild capture and aquaculture sectors of the lobster fishery industry, he was also inquaural Chairman of the Central and Coastal Districts Business Enterprise Centre responsible for fostering business development within the Mid West region of Western Australia. In 1995 Mr McSharer diversified his business interests to include the provision of electronic security solutions to various State judicial and custodial authorities.

$\overline{7}$ . FINANCIAL INFORMATION

$7.1$ Effect of the Offers

The principal effect of the Offers (assuming full subscription of the Offers) will be $to:$

• $(a)$ increase cash reserves immediately after completion of the Offers and estimated expenses of the Offers ($100,000) by approximately $1,400,000; and
• $(b)$ increase the number of Shares on issue from 122.011.112 Shares to 287,011,112 Shares and increase the number of Options on issue from nil to 30,000,000.

$7.2$ Proforma Balance Sheet

Outlined below is a proforma balance sheet of the Company incorporating the effect of the Offers and the expenses of the Offers (assuming full subscription of the Offers).

	REVIEWED	PRO-FORMAAFTER COMPLETIONOF THE OFFERS
	31-DECEMBER-06$	31-DECEMBER-06$
CURRENT ASSETS
Cash and Cash EquivalentsReceivables	10,73631,444	1,410,736131,444
TOTAL CURRENT ASSETS	42,180	1,442,180
NON-CURRENT ASSETS
Property, Plant & EquipmentIntangible Assets	1,500490,000	1,500490,000
TOTAL NON-CURRENT ASSETS	491,500	491,500
TOTAL ASSETS	533,680	1,933,680
CURRENT LIABILITIES
Trade and Other PayablesDirector's Loan - Non interest Bearing
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS	533,680	1,933,680
EQUITYContributed EquityAccumulated Losses	10,633,869(10, 100, 189)	12,033,8692(10, 100, 189)
TOTAL EQUITY	533,680	1,933,680

Notes:

$\mathbb{L}$ The movement in the cash assets is reconciled as follows:

Cash Assets
Cash currently on hand	10,736
Placement Offer	150,000
Share Offer	1,350,000
Less expenses of the Offer	(100,000)
Closing Balance	1,410,736

$2.$ The movement in contributed equity is reconciled as follows:

Contributed Equity	$
Opening Balance	10,633,869
Placement Offer	150,000
Share Offer	1,350,000
Less expenses	(100,000)
Closing Balance	12,033,869

8. RISK FACTORS

$8.1$ Infroduction

An investment in the Company is not risk free and prospective new investors should consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for Securities pursuant to this Prospectus.

The financial prospects of any organisation are also sensitive to the underlying nature of its business and the nature and extent of the risks to which the entity is exposed. The Directors are responsible for ensuring that appropriate policies and procedures are in place to identify and monitor the risks faced by the Company from time to time to ensure that such risks are managed within a level determined by the Directors to be prudent. In addition, there are a number of risks specific to the Company and the industry to which it operates.

A summary of the main risk factors relevant to the Company are set out below. The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

8.2 Uncertainty of Future Profitability

The Company has been in liquidation and it is therefore not possible to evaluate the future prospects of the Company based on past performance.

The Company's ability to operate profitability in the future will depend on its ability to manage its costs, to execute its development and growth strategies, economic conditions in the markets the Company operates, competitive factors and reaulatory developments. Accordinaly, the extent of future profits, if any, and the time required to achieve a sustained profitability is uncertain. Moreover, the levels of such profitability cannot be predicted.

$8.3$ Conditional Offers

Allotment of Securities pursuant to this Prospectus is subject to a permanent stay of the liquidation of the Company and termination of the Liquidator being granted. The Directors believe that if the Share Offer is fully subscribed, a permanent stay of the liquidation will be granted but there is no quarantee that this will in fact occur as such a decision will be at the discretion of the Supreme Court of Western Australia. If the Liquidator is not terminated, no Securities pursuant to this Prospectus will be issued.

$8.4$ Listing of Shares on ASX

As outlined elsewhere in this Prospectus, the Shares are currently suspended. If the Offers are fully subscribed and the Liquidator is terminated, the Company will seek to have its Shares released from suspension. ASX has an ultimate discretion on the lifting of the suspension. However, ASX has provided notice to the Company that upon the Company satisfying certain conditions including, but not limited to, completion of the Offers, ASX would intend to reinstate the Shares to Official Quotation.

8.5 Potential Acquisitions

As part of its business strategy, the Company may make acquisitions of, or significant investments in, other companies, products or technologies (refer to section 3.3), although no such acquisitions or investments have been identified.

Even in the event that future acauisition targets are identified by the Company. there are no assurances of completing these transactions and the due diligence costs and related costs could have a material affect on the profitability of the Company.

Further, future acquisitions may be outside the scope of the Company's current business model and accordingly the Company may face the additional business risk of intearatina disparate operations. Any acquisition will require financina which may create additional risks to the expansion of the Company's business if the allocation of the Company's limited cash resources is required to be varied.

8.6 Economic Risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company's operational activities, as well as on its ability to fund those activities.

8.7 Additional Requirements for Capital

The Company's capital requirements depend on numerous factors. Depending on the Company's ability to generate income from its operations, the Company may require further financing in addition to amounts raised in the Offers. Any additional eauity financina will dilute shareholdinas, and debt financina, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and reduce its expansion programs as the case may be.

$8.8$ Reliance on Key Personnel and Need to Attract Qualified Staff

The Company is dependent on its management, the loss of whose services could materially and adversely affect the Company and impede the achievements of its business objectives.

The Company's ability to sell its products and services will depend in part upon its ability to attract and retain suitably qualified management and technical personnel over time.

There can be no assurance that the Company will be able to attract or retain sufficiently qualified personnel on a timely basis or retain its key management personnel.

8.9 Industry Risks

There are significant restrictions on commercial fisheries activities designed to protect the environment and preserve sustainability of the natural resource. The Company operates in a highly regulated environment. In order for an entity to process and market lobster for export it is necessary to have a processing licence issued by the Fisheries Department of Western Australia. The currency of this licence is dependent on the holder observing the terms of the licence and the policies and auidelines of the Fisheries Department of Western Australia. Non-compliance with these terms, policies and guidelines by the holder could affect its processing licence and in turn, adversely affect its operations and profitability.

In addition, the Company may not be able to compete successfully against current or future competitors where aggressive pricing policies are employed to capture market share. Such competition could result in price reductions,

reduced aross margins and loss of market share, any of which could materially adversely affect the Company's future business, operating results and financial position.

8.10 Supply of Lobster

The supply of lobster to Cervantes is subject to a number of factors, such as seasonal catch volatility, pricina and other commercial determinations with fishermen which may adversely affect its supply to Cervantes.

8.11 Currency Risk

Adverse movements in currency exchange rates have the potential to reduce the Company's earnings. Securities in the Company are denominated in Australian dollars while the Company's revenue may be denominated in other currencies as the Company will be selling products internationally through existing wholesale relationships. Accordingly, the Company's earnings may be subject to fluctuations between the exchange rate of the Australian dollar and the relevant foreian currency. Such fluctuations may have an adverse effect on the value of the Company's securities.

Credit Risk 8.12

As part of the business of the Company, the Company will be supplying products to customers on an invoice payment basis. There is a risk that customers will not pay their invoice within the payment terms or at all and this will have an adverse effect on the profitability of the Company.

8.13 Shipping Risk

The Company's business will involve the transportation (via ship or air) of products to overseas destinations. There is a risk that the products will be damaged in transit. The Company will try to mitigate this risk by taking out adequate insurance cover, but there is no assurance that such insurance will cover all contingencies and eventualities.

$8.14$ New Services

The Company may, from time to time, introduce new and expanded services in order to generate additional revenues, attract more customers and respond to competition. There can be no guarantee that these new businesses will eventuate or be successful.

8.15 Share Market

Share market conditions may affect the value of the Company's quoted securities regardless of the Company's operating performance. Share market conditions are affected by many factors such as:

• $(a)$ aeneral economic outlook;
• $(b)$ interest rates and inflation rates:
• $\left( \circ \right)$ currency fluctuations;
• changes in investor sentiment toward particular market sectors; $(d)$
• $\Theta$ the demand for, and supply of, capital; and

$(f)$ terrorism or other hostilities.

8.16 Investment Speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Securities offered under this Prospectus.

Therefore, the Shares carry no guarantee with respect to the payment of dividends, returns of capital or market value.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Securities.

ADDITIONAL INFORMATION 9.

$9.1$ Material Contracts

As outlined elsewhere in this Prospectus, the Company owns 8 cray pots which are leased out earning income and a seafood processing licence. Other than the cray pots and the seafood processing licence, the Directors do not consider that the Company is a party to any contracts which are material to the Company.

$9.2$ Confinuous Disclosure Obligations

The Company is a "disclosing entity" (as defined in Section 111AC of the Corporations Act) and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company's securities.

ASX maintains files containing publicly available information for all listed companies. The Company's file is available for inspection at www.asx.com.au.

The Company is listed on ASX and its Shares are auoted on ASX (but suspended). The Company is a disclosing entity under the Corporations Act and, as such, is subject to regular reporting and disclosure requirements. As a listed company, the Company is subject to the Listing Rules that require it to immediately notify ASX of any information concerning the Company of which it is or becomes aware and which a reasonable person would expect to have a material effect on the price or value of Shares.

Information that is already in the public domain has not been reported in this document, other than that which is considered necessary to make this document complete.

In addition, the following documents are available for inspection for a period of 12 months after the date of issue of this Prospectus during normal business hours at the registered office of the Company:

• $(a)$ this Prospectus; and
• the Constitution of the Company. $(b)$

93 Rights Attaching to Securities

931 Shares

The rights, privileges and restrictions attaching to Shares can be summarised as follows:

$(a)$ General Meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act and the Constitution of the Company.

$(b)$ Votina Rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at general meetings of Shareholders or classes of Shareholders:

• $(i)$ each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
• $(ii)$ on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote: and
• $(iii)$ on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid Shares shall have such number of votes as bears the same proportion to the total of such Shares realistered in the Shareholder's name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

Dividend Rights $\left( c\right)$

Subject to the rights of persons (if any) entitled to Shares with special rights to dividend the Directors may declare a final dividend out of profits in accordance with the Corporations Act and may authorise the payment or crediting by the Company to the Shareholders of such a dividend. The Directors may authorise the payment or crediting by the Company to the Shareholders of such interim dividends as appear to the Directors to be justified by the profits of the Company. Subject to the rights of persons (if any) entitled to shares with special rights as to dividend all dividends are to be declared and paid according to the amounts paid or credited as paid on the shares in respect of which the dividend is paid. Interest may not be paid by the Company in respect of any dividend, whether final or interim.

$(d)$ Winding-Up

If the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders. The liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no shareholder is compelled to accept any shares or other securities in respect of which there is any liability. Where an order is made for the winding up of the Company or it is resolved by special resolution to wind up the Company, then on a distribution of assets to members. Shares classified by ASX as restricted securities at the time of the commencement of the winding up shall rank in priority after all other Shares.

$(e)$ Transfer of Shares

Generally, Shares in the Company are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act or the Listing Rules.

$(f)$ Variation of Rights

Pursuant to Section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to shares.

If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up may be varied or abroacted with the consent in writing of the holders of three-auarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

$9.3.2$ Options

The material terms of the Options offered pursuant to the Placement Offer are as follows:

• the Options will be exercisable at any time prior to 5.00pm WST on $(a)$ 31 December 2008 (Expiry Date). Options not exercised on or before the expiry date will automatically lapse;

• $(b)$ the exercise price of each Option will be 1.5 cents each:

• $\left( \circ \right)$ the Options may be exercised wholly or in part by completing an application form for Shares (Notice of Exercise) delivered to the Company's Share Registry and received by it any time prior to the Expiry Date:

• $(d)$ upon the exercise of an Option and receipt of all relevant documents and payment, the holder will be allotted and issued a Share ranking pari passu with the then issued Shares. The Company will apply to ASX to have the Shares granted Official Quotation;

• $(e)$ a summary of the terms and conditions of the Options, including the Notice of Exercise, will be sent to all holders of Options when the initial holding statement is sent:

• there is no intention at this stage to seek Official Quotation of the $(f)$ Options on ASX. The Options are, however, transferable;

• there will be no participating entitlements inherent in the Options to $\alpha$ participate in new issues of capital which may be offered to Shareholders during the currency of the Options. Prior to any new prorata issue of securities to Shareholders, holders of Options will be notified by the Company and will be afforded 7 Business Days before the record date (to determine entitlements to the issue), to exercise Options;

• $(h)$ in the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the expiry date, all rights of an optionholder are to be changed in a manner consistent with the ASX Listing Rules; and

• $(1)$ Shares issued pursuant to the exercise of an Option will be issued not more than 14 days after the date of the Notice of Exercise.

9.4 Disclosure of Interests

Directors are not reguired under the Company's Constitution to hold any Shares. As at the date of this Prospectus the Directors and other related parties have relevant interests in Securities as set out in the table below:

Director/Related Party	Shares	Options
Barry MacKinnon	250,000	Nii
Robert Grover	Nii	Nii
William McSharer	296,250 2	Nii

Notes:

• 250,000 Shares are held by Yrrab Nominees Pty Ltd, of which Mr $\mathbf{L}$ MacKinnon is a director and controlling shareholder.
• $\overline{2}$ . 296,250 Shares are held by WB & JE McSharer Superannuation Pty Ltd as trustee for the WB & JE McSharer Superannuation Fund of which Mr McSharer is a beneficiary.

$9.5$ Remuneration

The Constitution provides that the remuneration of Directors will be not more than the aggregate fixed sum determined by a general meeting, currently set at $150,000 to be divided as the Directors determine and in default of agreement, In equal shares. In the 2 years prior to the date of this Prospectus, the Directors have not received any Directors' fees.

9.6 Fees and Benefits

Other than as set out below or elsewhere in this Prospectus, no:

• $(a)$ Director of the Company;
• person named in this Prospectus as performing a function in a $(b)$ professional advisory or other capacity in connection with the preparation or distribution of this Prospectus; or
• $(c)$ promoter of the Company

has, or had within 2 years before lodaement of this Prospectus with the ASIC, any interest in:

the formation or promotion of the Company; $(i)$

• $(ii)$ any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the Offers under this Prospectus; or
• $(iii)$ the Offers under this Prospectus,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of those persons as an inducement to become, or to qualify as, a Director of the Company or for services rendered in connection with the formation or promotion of the Company or the Offers under this Prospectus.

Steinepreis Paganín has acted as the solicitors to the Company in relation to this Prospectus. The Company estimates it will pay Steinepreis Paganin $10,000 for these services. Subsequently, fees will be charaed in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paaanin has received $25,000 in other fees from the Company.

9.7 Consent

Steinepreis Paganin has given its written consent to being named as the solicitor to the Company in this Prospectus. Steinepreis Paganin has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC. To the maximum extent permitted by law, Steinepreis Paganin expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with its consent as specified in this section.

9.8 Expenses of the Offers

The total expenses of the Offers are estimated to be approximately $100,000.

9.9 Litigation

The Company has been under the control of the Administrator and the Liquidator since November 2004 and to their knowledge, the Company is not engaged in any material litigation.

$9.10$ Market Price of Shares

The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are quoted on ASX. The Shares are currently suspended and as such no market prices are available. There are no listed Options,

9.11 Electronic Prospectus

Pursuant to Class Order 00/044, the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the relevant Application Forms. If you have not, please contact the Company and the Company will send you, for free, either a hard copy or a further electronic copy

of the Prospectus or both. Alternatively, you may obtain a copy of the Prospectus from the website of the Company σt www.cervantesseafoodlimited.com.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

9.12 Taxation

The acaulisition and disposal of Securities in the Company will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Securities from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Securities under this Prospectus.

9.13 Forecasts

The Directors have considered the matters set out in ASIC Policy Statement 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

$10.$ DIRECTORS' AUTHORISATION

This 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 Prospectus with the ASIC.

Inad $\sim$ $\sim$

Mr Barry MacKinnon For and on behalf of Cervantes Seafood Ltd

$11.$ GLOSSARY

Where the following terms are used in this Prospectus they have the following meaninas:

AS or $ means an Australian dollar.

Administrator or Liauidator means Gary Anderson of Gary Anderson Chartered Accountants of Level 1, 12 Prowse Street, West Perth, Western Australia.

Application Forms means the Placement Offer Application Form and the Share Offer Application Form and Application Form means one of them.

ASIC means Australian Securities & Investments Commission.

ASX means ASX Limited (ABN 98 008 624 691).

Board means the board of Directors as constituted from time to time.

Business Day has the same meaning as in the ASX Listing Rules.

Company or Cervantes means Cervantes Seafood Ltd (ABN 79 097 982 235).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company at the date of this Prospectus.

Exposure Period means the period of 7 days after the date of lodgement of this Prospectus, which period may be extended by the ASIC by not more than 7 days pursuant to Section 727(3) of the Corporations Act.

Financier means Investment Promotions Pty Ltd (ACN 008 720 401).

General Meeting means the general meeting of Shareholders held on 13 March 2007.

Listing Rules means the official listing rules of ASX.

Offers means the offer of Shares and Options pursuant to this Prospectus as outlined in Section 4.

Official List means the Official List of ASX.

Official Quotation means official quotation by ASX in accordance with the Listing Rules.

Option means an option to subscribe for a Share on the terms and conditions set out in Section 9.3.

Placement Offer Application Form means the placement offer application form accompanying this Prospectus relating to the Placement Offer.

Placement Offer means the offer of 30,000,000 Shares at 0.5 cents per Share and 30,000,000 free attaching Options as set out in Section 4.

Placement Offer Closing Date means the closing date for receipt of a Placement Offer Application Form under the Prospectus as set out in section 3.2.

Prospectus means this prospectus.

Securities means Shares and Options.

Share means a fully paid ordinary share in the capital of the Company.

Share Offer Application Form means the share offer application form accompanying this Prospectus relating to the Share Offer.

Share Offer Closing Date means the closing date for receipt of a Share Offer Application Form under the Prospectus as set out in section 3.2.

Shareholder means a holder of Shares.

Share Offer means the offer of 135,000,000 Shares at 1 cent per Share as set out in Section 4.

Share Registry means Computershare Investor Services Pty Ltd.

WST means Western Standard Time.

Cervantes Seafood LtdABN 79 097 982 235Placement Offer Application FormPlease read all instructions on reverse of this form																							Share Registrars use only			Broker reference - stamp only
TO	BE				COMPLETED					BY	PARTIES			NOMINATED			BY			INVESTMENT
PROMOTIONS PTY LTD			Number of Shares applied for															Total amount payablecheque(s) to equal this amount
					at 0.5 cents per Share and								free attaching Options $=$				A$						Broker code			Adviser Code
you may be allocated all of the Shares and free attaching Options above or a lesser number
											Full name details title, given name(s) (no initials) and surname or Company name													Оr	Tax filenumber(s)category	exemption
Name of Applicant 1																							Applicant 1/Company
Name of joint Applicant 2 or																							Joint Applicant 2/ trust
Number/street			Full postal address																		Contact detailsContact name
																										Contact daytime telephone number
																				( )
Suburb/town														State/postcode									Contact email address
CHESS HIN (if applicable)Please fill out your cheque details and make your cheque payable to "Cervantes Seafood Ltd - Offer Account"
Drawer											Cheque number				BSB number					Account number				Totalcheque		amount	of
																							S

You should read the Prospectus carefully before completing this Application Form. The Corporations Act prohibits any person from passing on this Application Form unless it is attached to or accompanies a complete and unaltered copy of the Prospectus and any relevant supplementary prospectus.

I/We declare that:

• this Application is completed according to the declaration/appropriate statements on the reverse of this form and agree to be bound by the $(a)$ Constitution of Cervantes Seafood Ltd; and
• I/we have received personally a copy of this Prospectus accompanied by or attached to the Application Form or a copy of the Application $(b)$ Form or a direct derivative of the Application Form, before applying for Shares.

THIS FORM DOES NOT REQUIRE A SIGNATURE

This Application Form relates to the offer of securities in Cervantes Seafood Ltd pursuant to the Prospectus dated 11 April 2007. The expiry date of the Prospectus is the date which is 13 months after the date of the Prospectus. The Prospectus contains information about investing in the Shares of the Company and it is advisable to read this document before applying for Shares. A person who gives another person access to this Application Form must at the same time and by the same means give the other person access to the Prospectus, and any supplementary prospectus (if applicable). While the Prospectus is current, the Company will send paper copies of the Prospectus, and any supplementary prospectus (if applicable), and a Placement Offer Application Form, on request and without charge.

Before completing the Application Form please refer to the Section 4.9 of the Prospectus, which explains how the personal information you provide on this form may be handled. By completing and submitting this Applications Form you acknowledge that you have read, understood and agreed with the Prospectus.

INSTRUCTIONS TO APPLICANTS

Please post or deliver the completed Application Form together with a cheque to Cervantes Seafood Ltd. If an Applicant has any questions on how to complete this Application Form, please telephone Cervantes Seafood Ltd on +61 8 9486 7822. The Form must be received by Cervantes Seafood Ltd no later than 5.00pm (WST) on 1 June 2007.

A. Application for Shares

The Application Form must only be completed in accordance with instructions included in Prospectus.

$\mathbf{R}$ . Contact Details

Please provide a contact name and davtime telephone number so that the Company can contact the Applicant if there is an irregularity regarding the Application Form.

$\overline{C}$ . Cheque Details

Make cheques payable to "Cervantes Seafood Ltd- Offer Account" in Australian currency and cross them "Not Negotiable". Cheques must be drawn on an Australian Bank. The amount of the cheque should agree with the amount shown on the Application Form.

Declaration

Before completing the Application Form the Applicant(s) has read the Prospectus to which the application relates. The Applicant(s) agree(s) that this application is for Shares in Cervantes Seafood Ltd upon and subject to the terms of the Prospectus, agree(s) to take any number of Shares equal to or less than the number of Shares indicated on the front of the form that may be allotted to the Applicant pursuant to the Prospectus and declare(s) that all details and statements made are complete and accurate. It is not necessary to sign the Application form.

If an Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the Directors as to whether to accept an Application Form, and how to construe, amend or complete it, shall be final. An Application Form will not however, be treated as having offered to subscribe for more Shares than is indicated by the amount of the accompanying cheque.

Forward your completed application together with the application money to:

Cervantes Seafood Ltd c/- Gary Anderson Chartered Accountant Ground Floor 12 Prowse Street WEST PERTH WA 6005

For any queries, please contact the Company at:

Cervantes Seafood Ltd Phone: $+61894867822$ Facsimile: + 61 8 9226 4250

Cervantes Seafood LtdABN 79 097 982 235				Share Registrars use only
Share Offer Application FormPlease read all instructions on reverse of this form				Broker reference - stamponly
Number of Shares applied for	Total amount payablecheque(s) to equal this amount
	at 1 cent per Share $=$	A$		Broker codeAdviserCode
You may be allocated all of the Shares above or a lesser number
Full name details title, given name(s) (no initials) and surname or Company nameName of Applicant I		Tax filenumber(s)ОrexemptioncategoryApplicant 1/Company
Name of joint Applicant 2 or				Joint Applicant 2/ trust
Full postal addressNumber/street				Contact detailsContact name
				Contactdaytimetelephonenumber
				( )
Suburb/town		State/postcode		Contact email address
CHESS HIN (if applicable)
- Offer Account"		Please fill out your cheque details and make your cheque payable to " Cervantes Seafood Ltd
Drawer	Cheque number	BSB number	Account number	Total amount of chequeS

You should read the Prospectus carefully before completing this Application Form. The Corporations Act prohibits any person from passing on this Application Form unless it is attached to or accompanies a complete and unaltered copy of the Prospectus and any relevant supplementary prospectus.

I/We declare that:

• this Application is completed according to the declaration/appropriate statements on the reverse of this form and agree $(a)$ to be bound by the Constitution of Cervantes Seafood Ltd; and
• I/we have received personally a copy of this Prospectus accompanied by or attached to the Application Form or a copy $(b)$ of the Application Form or a direct derivative of the Application Form, before applying for Shares.

THIS FORM DOES NOT REQUIRE A SIGNATURE

This Application Form relates to the offer of securities in Cervantes Seafood Ltd pursuant to the Prospectus dated 11 April 2007. The expiry date of the Prospectus is the date which is 13 months after the date of the Prospectus. The Prospectus contains information about investing in the Shares of the Company and it is advisable to read this document before applying for Shares. A person who gives another person access to this Application Form must at the same time and by the same means give the other person access to the Prospectus, and any supplementary prospectus (if applicable). While the Prospectus is current, the Company will send paper copies of the Prospectus, and any supplementary prospectus (if applicable), and a Share Offer Application Form, on request and without charge.

Before completing the Application Form please refer to the Section 4.9 of the Prospectus, which explains how the personal information you provide on this form may be handled. By completing and submitting this Applications Form you acknowledge that you have read, understood and agreed with the Prospectus.

INSTRUCTIONS TO APPLICANTS

Please post or deliver the completed Application Form together with a cheque to Cervantes Seafood Ltd. If an Applicant has any questions on how to complete this Application Form, please telephone Cervantes Seafood Ltd on +61 8 9486 7822. The Form must be received by Cervantes Seafood Ltd no later than 5.00pm (WST) on 1 May 2007.

A. Application for Shares

The Application Form must only be completed in accordance with instructions included in Prospectus.

B. Contact Details

Please provide a contact name and daytime telephone number so that the Company can contact the Applicant if there is an irregularity regarding the Application Form.

$\mathbf{C}$ Cheque Details

Make cheques payable to "Cervantes Seafood Ltd – Offer Account" in Australian currency and cross them "Not Negotiable". Cheques must be drawn on an Australian Bank. The amount of the cheque should agree with the amount shown on the Application Form.

Declaration

Before completing the Application Form the Applicant(s) has read the Prospectus to which the application relates. The Applicant(s) agree(s) that this application is for Shares in Cervantes Seafood Ltd upon and subject to the terms of the Prospectus, agree(s) to take any number of Shares equal to or less than the number of Shares indicated on the front of the form that may be allotted to the Applicant pursuant to the Prospectus and declare(s) that all details and statements made are complete and accurate. It is not necessary to sign the Application form.

If an Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the Directors as to whether to accept an Application Form, and how to construe, amend or complete it, shall be final. An Application Form will not however, be treated as having offered to subscribe for more Shares than is indicated by the amount of the accompanying cheque.

Forward your completed application to:

Cervantes Seafood Ltd c/- Gary Anderson Chartered Accountant Ground Floor 12 Prowse Street WEST PERTH WA 6005

For any queries, please contact the Company at:

Cervantes Seafood Ltd Phone: $+61894867822$ Facsimile: + 61 8 9226 4250