NUT ML Macadamia Orchards, L.P.

NOTICE OF SPECIAL MEETING OF UNITHOLDERS

To be Held On March 10, 2008

February 12, 2008

To the Unitholders of ML Macadamia Orchards, L.P.:

        Notice is hereby given that a Special Meeting of the Unitholders of ML Macadamia Orchards, L.P., a Delaware limited partnership (the "Partnership"), will be held at the offices of Carlsmith Ball, ASB Tower, Suite 2200, 1001 Bishop Street, Honolulu, Hawaii, at 10:00 a.m., HST, on March 10, 2008, to consider and vote on whether to amend the Partnership's Agreement of Limited Partnership in order to broaden the business purpose of the Partnership, permitting the Partnership to engage in the business of processing and marketing macadamia nuts.

        The Special Meeting has been called by the General Partner of the Partnership. The affirmative vote of more than 50% of the Class A Units issued to limited partners and outstanding on the Record Date for the Special Meeting is required to approve the Amendment to the Partnership Agreement. More detailed information concerning the Amendment and the Special Meeting of Unitholders is included in the attached Proxy Statement.

        The General Partner has fixed the close of business on February 4, 2008 as the record date (the "Record Date") for determination of the limited partners of the Partnership holding Class A Units (the "Unitholders") entitled to notice of, and to vote at, the Special Meeting and any adjournments thereof.

        Unitholders are cordially invited to attend the Special Meeting in person. Whether or not you expect to attend, please sign, date and mail promptly the enclosed proxy in the prepaid return envelope to assure representation of your Class A Units, and the presence of a quorum, at the Special Meeting.

        Unitholders are urged to read the attached Proxy Statement carefully for more detailed information concerning the Amendment.

	By order of the General Partner
	Dennis J. Simonis President of ML Resources, Inc.

        PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY, WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE SPECIAL MEETING. VOTING CAPABILITY IS ALSO AVAILABLE AT OUR WEBSITE AT MLMACADAMIA.COM. IF YOUR CLASS A UNITS ARE HELD IN THE NAME OF A BROKERAGE FIRM OR NOMINEE, ONLY IT CAN VOTE YOUR UNITS. TO ENSURE THAT YOUR UNITS ARE VOTED, FOLLOW THE VOTING INSTRUCTIONS PROVIDED TO YOU BY SUCH FIRM OR NOMINEE WITH THIS PROXY STATEMENT OR TELEPHONE THE PERSON RESPONSIBLE FOR YOUR ACCOUNT TODAY TO OBTAIN INSTRUCTIONS ON HOW TO DIRECT HIM OR HER TO EXECUTE A PROXY ON YOUR BEHALF. IF YOU HAVE ANY QUESTIONS OR NEED HELP IN VOTING YOUR UNITS, PLEASE TELEPHONE MIKE HAWKINS, DIRECTOR OF REGULATORY COMPLIANCE, AT 808-969-8032 OR SEND HIM AN EMAIL AT MHAWKINS@MLNUT.COM

ML MACADAMIA ORCHARDS, L.P.
PROXY STATEMENT

        This Proxy Statement is being furnished to the Unitholders of ML Macadamia Orchards, L.P., a Delaware limited partnership (the "Partnership" ), in connection with the solicitation by the Board of Directors of ML Resources, Inc., the general partner of the Partnership, of proxies to be used at a special meeting of the Unitholders of the Partnership ( "Unitholders Meeting" ).

        At the Unitholders Meeting, holders of Class A Units on the record date will be asked to approve the amendment of the Limited Partnership Agreement of the Partnership to permit the Partnership to engage in the processing and marketing of macadamia nuts. For a description of this and other actions to be taken at the Special Meeting, see "THE UNITHOLDERS MEETING."

        This Proxy Statement is being mailed to the Unitholders of the Partnership on or about February 14, 2008.

THE DATE OF THIS PROXY STATEMENT IS FEBRUARY 12, 2008

Table of Contents

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INTRODUCTION

General

        This Proxy Statement is being furnished to the limited partners holding Class A Units of the Partnership (the " Unitholders ") in connection with the solicitation of proxies by the General Partner of the Partnership, for use at the special meeting of Unitholders to be held at 10:00 A.M., HST, on March 10, 2008, at the offices of Carlsmith Ball LLP, ASB Tower, Suite 2200, 1001 Bishop Street, Honolulu, Hawaii 96813, and at any adjournments or postponements thereof (the " Unitholders' Meeting ").

        At the Unitholders' Meeting, Unitholders on the record date will be asked to approve the amendment of the Limited Partnership Agreement of the Partnership to permit the Partnership to engage in the processing and marketing of macadamia nuts (the " Amendment" ). For a description of this and other actions to be taken at the Special Meeting, see "THE UNITHOLDERS MEETING."

Current Situation

        Global macadamia prices have been quite volatile in recent years due in part to poorly managed swings in both supply and demand. Prices for macadamia kernel hit record highs in 2004, exceeding $6.25 per kernel pound, equating to between 90 cents and $1.00 per pound on an in-shell basis. Macadamia consumption was increasing at a double digit pace, fueled by a strong economy, good marketing momentum and the inclusion of macadamia nuts in the Atkins diet. With its nut purchase contracts with Mauna Loa scheduled to expire on December 31, 2006, the Partnership was well positioned to take advantage of the strong demand and high prices. New contracts were signed with all of the major processors in 2004 and 2005, some with attractive fixed pricing and others with market-based pricing.

        In the past 24 months, macadamia demand has slowed considerably and both kernel and nut-in-shell prices have declined by approximately 50%. Retail consumption has declined and many ingredient nut users dropped out of the market when prices rose too rapidly. As a result, many processors and marketers now have excess inventory and are no longer willing or able to purchase nuts from independent farmers.

        As they drop ripe from the tree, in shell macadamia nuts are a perishable crop. If they are not timely dried and processed after harvest, they will spoil. Once the nuts are dried and processed they can either be sold or stored for future sale. It is not economical to transport the in shell macadamia nuts to any location other than the island of Hawaii for processing. At present, there are only five potential customers (processors) for the Partnership's production in Hawaii, two of which have extremely limited capacity. Accordingly, the Partnership is currently dependent upon the existing Hawaii processors to process its in shell macadamia nuts and to purchase its product.

        In 2007, the Partnership sold approximately 30% of its production to the largest processor in Hawaii at fixed contract prices and was able to earn a fair margin on these nut sales. However, pricing for its market based contracts with two of the other processors was below the Partnership's farming cost, resulting in a significant operating loss. Furthermore, under its contract with a fourth processor where the price is beneficial to the Partnership, the processor has been financially unable to fulfill its obligation to purchase nuts at contract prices and during 2007 the Partnership agreed to suspend that party's purchase commitment and allow them that year to merely process the Partnership's nuts to prevent spoilage and preserve value. This permitted the Partnership to maintain nuts that were processed (approximately 700,000 kernel pounds) in inventory for future sale. The Partnership has recently commenced an action against this processor seeking damages in excess of $1.2 million resulting from its failure to perform its contractual obligations to process approximately 3 million pounds of nuts

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in 2007 and seeking specific performance or damages arising out of its refusal to house its obligation to purchase 6 million pounds of nuts in 2008.

        Given current market demand and pricing, a majority of the processors in Hawaii are experiencing financial stress. Several of the processors with whom the Partnership does business have either requested the Partnership to forego their obligation to purchase macadamia nuts or have expressed a desire to terminate their respective nut purchase agreements. Because processing and purchasing of the Partnership's production is the responsibility of third parties, the Partnership is subject to the uncertainty and risk that they may not continue to process and/or purchase the Partnership's production. At this time, whatever production that the processors do not process spoils and cannot be sold by the Partnership.

        To reduce this exposure, management believes the Partnership should obtain the capability to take an active role in processing and marketing its high quality, Hawaii-grown macadamia nuts. If it does so, it will be able to reduce its reliance upon the financial viability, capacity and willingness of this limited number of processors to process or purchase its product. It would also be able to process nuts to prevent spoilage and preserve their value and could determine to sell the processed nuts immediately or in the future depending upon market conditions. Management also believes that unless it takes an active role in processing and marketing its high quality Hawaii-grown macadamia nuts, Hawaiian macadamia nuts may be treated as a commodity, competing solely on the basis of price with foreign nuts, to the detriment to the Partnership as a grower. The Amendment would permit the Partnership to expand its business operations and potentially provide greater control of its own destiny for the benefit of its Unitholders.

        Over the past 18 months, the Partnership spent considerable effort attempting to acquire the operating assets of Mac Farms of Hawaii, LLC. However, prior to the time when the Partnership intended to seek Unitholder approval of the Amendment for the transaction to close, the parties mutually agreed to terminate the acquisition agreement. However, the Partnership's management and Board of Directors remain convinced that vertical integration will be critical to the Partnership's financial success and future growth potential, particularly given the uncertainties affecting three of the five macadamia nut processors on the island of Hawaii. Approval of the Amendment will allow the Partnership to pursue obtaining processing and marketing capabilities at such time and in such manner as it believes is in the best interest of the Partnership and its Unitholders. To conduct processing, the Partnership can either seek to acquire one of the few existing processing plants on the island of Hawaii or can acquire the necessary equipment and establish its own plant. The Partnership has not yet determined which alternative or specific target that it will pursue at this time.

The Amendment

        Section 2.3 of the Partnership's Agreement of Limited Partnership reads as follows:

        "2.3     Business and Purpose of the Partnership.     The business and purpose of the Partnership shall be, and shall be limited to, the acquisition, ownership, management, operation, development, leasing and disposition of macadamia nut orchard properties; the carrying on of any business and the doing of any act relating to or arising from the acquisition, ownership, management, operation, leasing and disposition of macadamia nut orchard properties that a limited partnership organized under the Delaware Act may carry on; the ownership of stock in any corporation or the entering into any partnership, joint venture or other similar arrangement, to engage in any of the foregoing; and anything incidental to the foregoing."

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        The Amendment would amend Section 2.3 of the Partnership's Agreement of Limited Partnership to include authority to engage in the business of processing and marketing macadamia nuts and would amend Section 2.3 to read as follows adding the underlined material to the section:

        "2.3     Business and Purpose of the Partnership.     The business and purpose of the Partnership shall be, and shall be limited to, the acquisition, ownership, management, operation, development, leasing and disposition of macadamia nut orchard properties; the carrying on of any business and the doing of any act relating to or arising from the acquisition, ownership, management, operation, leasing and disposition of macadamia nut orchard properties that a limited partnership organized under the Delaware Act may carry on; the processing and marketing of macadamia nuts; the carrying on of any business and the doing of any act relating to or arising from the processing and marketing of macadamia nuts ; the ownership of stock in any corporation or a membership interest in any limited liability company, or the entering into any partnership, joint venture or other similar arrangement, to engage in any of the foregoing; and anything incidental to the foregoing."

        If the Amendment is approved management intends to explore opportunities that may allow the Partnership to vertically integrate, with the goal of ensuring that the Partnership's crop will be processed into high quality macadamia kernel once its present nut contracts expire.

        Management believes that vertical integration will provide opportunities for the Partnership to grow within its industry and core competence by processing premium Hawaiian Macadamia nuts and marketing them on a global basis. This will help to protect and promote the Hawaiian origin, which should benefit all Hawaii growers.

        Vertical integration and the possibility of retail margins should help insulate the Partnership from the risk of price volatility inherent in its present role as the grower of an agricultural product. Adding processing and marketing capability could provide more attractive retail margins when grower prices are low; and potentially provide an avenue to increase revenues, profits and cash flow as a marketer of premium consumer products.

        For these reasons the General Partner has recommended that the Partnership obtain the Partnership power and authority to enter the processing and marketing segments of the business if it desires to do so in the future. The Partnership's ultimate objective is to market Hawaii's high quality macadamia nuts to consumers as the premier macadamia nut product in the world. If it enters the processing or marketing business, the Partnership will seek to differentiate Hawaii macadamia nuts from macadamia nuts grown in other countries and position them as a premium product in order to attempt to achieve premium prices from their sale.

Recommendation of the General Partner

        For the reasons stated above, the General Partner and its board of directors unanimously recommend that the Unitholders approve the Amendment.

THE UNITHOLDERS MEETING

Date, Time and Place

        The Unitholders Meeting will be held at 10:00 A.M., Hawaii Standard Time, on March 10, 2008, at the offices of Carlsmith Ball LLP, ASB Tower, Suite 2200, 1001 Bishop Street, Honolulu, Hawaii 96813.

Purpose

        The purpose of the Unitholders Meeting is to consider and vote to upon the Amendment and to consider and vote upon any other matters that may be properly brought before the meeting.

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Record Date; Voting Rights

        The close of business on February 4, 2008, has been fixed by the Board of Directors of the General Partner as the record date (the " Record Date ") for the determination of the Unitholders entitled to notice of, and to vote at, the Unitholders Meeting and any adjournment thereof. As of February 4, 2008, there were 7,500,000 Class A Units issued and outstanding and entitled to vote, beneficially held by approximately 8,000 Unitholders. The Class A Units held by limited partners are entitled to one vote per Class A Unit on the respective matters upon which such holders are entitled to vote.

Proxies and Revocability of Proxies

        All Class A Units represented at the Unitholders Meeting by valid proxies will be voted in accordance with the instructions contained in such proxies. If a proxy is signed and returned without indication as to how the Unitholder desires his Class A Units to be voted, such Class A Units will be voted in favor of the Amendment. The General Partner does not intend to bring any matters before the Unitholders Meeting other than approval of the Amendment, and does not know of any other matters sought to be brought before the Unitholders Meeting by others. If any business other than the Amendment is properly brought before the Unitholders Meeting, the Class A Units represented by proxies will be voted in accordance with the judgment of the persons voting them.

        The execution of a proxy will not affect a Unitholder's right to attend the Unitholders Meeting and vote in person. A Unitholder who has given a proxy may revoke it at any time before it is exercised at the Unitholders Meeting. A proxy may be revoked by delivery of a written notice to the Depositary stating that the proxy is revoked, by execution of a proxy bearing a later date, or by attendance at the Unitholders Meeting and voting in person.

Cost of Solicitation of Proxies

        The Partnership will bear all costs relating to the solicitation of proxies and will reimburse brokers or other persons holding Class A Units in their names or in the names of their nominees for their reasonable expenses in forwarding proxy material to beneficial owners of Class A Units. In addition to such solicitation and the solicitation made hereby, certain officers, directors, regular employees, and authorized agents of the General Partner may solicit proxies by mail, e-mail, telephone, and personal interview. The Partnership has also engaged Morrow & Co., LLC to help distribute material and solicit votes for the Unitholders Meeting. The Partnership will pay them a fee of $7,500, plus out-of-pocket costs and expenses.

Vote Required

        The affirmative vote of more than 50% of the 7,500,000 Class A Units held by limited partners on the Record Date for the Unitholders Meeting is required to approve the Amendment.

        The Partnership Agreement provides that voting rights of the Unitholders shall not be exercised unless the General Partner obtains an opinion of counsel stating that the exercise of such rights would not cause the loss of limited liability of the Unitholders or the treatment of the Partnership as an association taxable as a corporation for federal income tax purposes. Such opinion will be rendered by Carlsmith Ball LLP, counsel for the Partnership

Quorum; Adjournment

        The presence at the Unitholders Meeting either in person or by proxy of Unitholders who are limited partners and who are record holders of more than 50% of the Class A Units entitled to notice of, and to vote at, the Unitholders Meeting is necessary to constitute a quorum. In the absence of a

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quorum, the Unitholders Meeting may be adjourned from time to time by the vote of a majority of the Class A Units held by limited partners represented either in person at the meeting or by proxy.

        When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting and a new record date need not be fixed if the time and place of the adjourned meeting is announced at the meeting at which the adjournment is taken, unless such adjournment is for more than 45 days. At an adjourned meeting, the Partnership may transact any business which may have been transacted at the original meeting.