Risk Disclosure Statement

The value of the Security Tokens may fluctuate significantly and may be affected by changes in market conditions, interest rates, inflation, and the performance of the underlying real estate assets.

There is no assurance that their value will remain stable or that investors will receive any expected return. Investors may lose part or all of their investment.

There may be limited or no active secondary market for the Security Tokens. As a result, investors may not be able to sell or transfer their Security Tokens at their preferred time or price. Liquidity may be further reduced during periods of market disruption or economic uncertainty.

Returns on the Security Tokens accrue on a payment-in-kind (PIK) basis and compound annually, rather than being paid during the investment period. No interim distributions are made, and repayment of the full accrued amount is intended to occur only upon monetisation of the underlying projects.

This structure means investors do not receive interim income and are exposed to the performance of the underlying projects throughout the investment period. If monetisation is delayed, reduced, or does not occur, accrued but unpaid PIK returns may not be realised in full or at all, despite having accrued contractually.

Investors are exposed to the risk that the Issuer's ability to make any payments under the Security Tokens is dependent on amounts received from the Borrower under the underlying debt instruments. The Issuer has no independent operating business, revenue stream, or assets other than its contractual and security rights against the Borrower.

Investors do not have any direct contractual relationship with the Borrower, or the underlying real estate assets. As a result, investors rely on the issuer to enforce rights under the underlying arrangements, and there is a risk that such enforcement may be delayed, limited, or unsuccessful.

The issued security tokens are highly concentrated in a single borrower group, one real estate sector, and one geographic market (Greater London), across a limited number of development sites.

This limited diversification means that any adverse event affecting the Borrower, the sector, or any individual project may have a significant impact on the value and returns of the Security Tokens, and may result in partial or total loss of capital.

The performance of the Security Tokens depends on the successful development and operation of the underlying real estate projects.

Real estate development involves inherent risks, including planning and permitting delays, construction defects, increased construction costs, financing constraints, contractor defaults, changes in market demand, fluctuations in property values, and adverse economic conditions.

Any delay, disruption, or underperformance affecting the underlying projects may negatively impact the value of the Security Tokens and the returns available to investors.

The ability of the Company and any related project entities to meet their obligations depends on the financial performance of the underlying assets and the performance of third parties, including developers, contractors, borrowers, property managers, and other service providers.

Although the Security Tokens may benefit from security arrangements, such security may not fully protect investors against loss. The value and enforceability of any security interests may be affected by legal, operational, and market conditions.

In the event of default, enforcement actions may be complex, time-consuming, and may not result in full recovery of the invested amount.

The issuance, administration, custody, and transfer of the Security Tokens rely on distributed ledger technology, digital wallets, smart contracts, and third-party technology providers.

These systems may be exposed to cybersecurity incidents, hacking attempts, fraud, unauthorised access, system failures, software defects, data breaches, and other operational disruptions.

Investors are responsible for maintaining the security of their own digital wallets, private keys, passwords, and access credentials. Loss, theft, or compromise of these credentials may result in the loss of access to Security Tokens.

Transfers of Security Tokens may be subject to legal, regulatory, contractual, or technical restrictions. Transactions recorded on a distributed ledger are generally irreversible. Once a transfer has been executed and validated, it may not be possible to reverse, cancel, or recover the transferred Security Tokens.

Investors should ensure that all transaction details, wallet addresses, and transfer instructions are accurate before initiating any transaction.

Transactions involving Security Tokens may be recorded on a distributed ledger that is visible to network participants or other authorised parties. While the Company implements measures designed to protect personal information in accordance with applicable data protection laws, information relating to Security Token transactions may not be entirely private.

Investors should understand the nature of distributed ledger technology and the degree of transparency associated with such systems before investing.

The legal and regulatory framework applicable to Security Tokens, digital assets, and tokenised securities continues to evolve and may change over time. As of the date of this Risk Disclosure Statement, Panama does not have a dedicated statutory or regulatory framework specifically governing the issuance of security tokens or virtual assets, and the Company is not licensed or registered with, and has not obtained authorisation from any Panamanian regulator in connection with the Security Tokens.

Changes in applicable laws, regulations, regulatory guidance, tax rules, or enforcement practices in Panama, the United Kingdom, or any other relevant jurisdiction may affect the issuance, transferability, value, or legality of the Security Tokens.

The Company maintains policies and procedures designed to comply with applicable anti-money laundering, counter-terrorist financing, sanctions, and other legal and regulatory requirements. Such requirements may result in restrictions on onboarding, transfers, or access to certain services.

The tax treatment of Security Tokens may vary depending on the investor's circumstances and the laws applicable in the relevant jurisdictions.

Investors are solely responsible for determining and complying with their tax obligations and should obtain independent tax advice before investing.

The Company does not guarantee any return on investment, repayment of principal, or level of performance. The issuance or availability of Security Tokens on any platform does not constitute a recommendation, endorsement, or assurance as to the suitability or performance of the investment.

Investors should only invest amounts they can afford to lose and should be prepared to bear the risk of a partial or total loss of their investment.