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September 13, 2022

PRIVATE & CONFIDENTIAL

September 13, 2022

Mr. Ian Hollingdale


Director
Stratum Capital Ltd
167-169 Great Portland Street
London WI United Kingdom

Subject: Real Estate Development - Port St. George, The Bahamas

Mr. Hollingdale:

Pursuant to our recent exchange of communications and your executed NDA, we are pleased to
submit this letter and related attachments with the purpose of securing approximately $250 million
of financing. The proceeds will be used for a large real estate development project we have underway
in the Bahamas, Port St. George. To that end, we are sending this brief introduction letter along with
several attachments to assist in your assessment.

The Port St. George project consists of the acquisition and development of the 882-acre (357
hectares) Port St. George property, located on Long Island, The Bahamas, into a prime luxury 5-star
hospitality and residential resort (“Port St. George”). The Developer, as organized by Clairfield, is a
very experienced and well-seasoned management group experienced in hospitality, shared
ownership resort development and diversified management. A full master development plan has
been designed and received full planning permission for more than 1,223 condo, townhouse,
residential, hospitality and retail units, as well as a 640-berth marina, 18-hole golf course, and
supporting infrastructure. This capital will be managed through a Cayman Island fund structure to
ensure transparency, efficiency, and accountability by a group of world class professional companies
who have years of experience in managing such funds.

The Property is expected to be one of the top 5 luxury developments in the Caribbean given its natural
beauty and access. The island has been used as a main-set location for the filming of The Pirates of
the Caribbean due to its spectacular beauty and unspoiled location as one of the exclusive out-islands
of The Bahamas. Additionally, the Development’s marina and adjacent airfield have “Port of Entry”
status and will give Port St. George the best direct access in The Bahamas outside of the capital and
New Providence Island. Investors will benefit from the option of Bahamian Residency.

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September 13, 2022

Investor Highlights

Unique Asset – The Property is located on the spectacularly beautiful, unspoiled island of Long
Island in The Bahamas. The privately-owned site extends from the rugged east coast to the placid
west coast, providing magnificent views of both. A development of this size combined with the air
and marina accessibility and full planning permission on a rural “out-island” positions this asset
potentially in the top two luxury developments in The Bahamas.

Attractive Market – The Bahamas has been a top five destination in the Caribbean for more than 25
years. Since 2007, tourism has increased by more than 11% per year, year over year with more than
1.76 million visitors to the islands in 2019; by air only, including sea the number increase to more
than 6.6 million visitors. Most visitors are from the U.S., Canada and Europe. The market has also
experienced considerable growth during the COVID and post-COVID periods and growth continues
to be strong for the foreseeable future.

Certified Shariah Compliant – The Port St. George project was certified as Shariah compliant by
Sheik (Mufti) Ismail Ebrahim Desai. The Project’s management team believes the Shariah compliance
compliments the Project’s ESG certifications and ethos.

Exceptional Access – The Property has outstanding air links provided by two airports and a large
marina with “Port-of-Entry” status. It is this first-rate accessibility that will allow guests and residents
convenient and direct access to this island oasis.

Certified ESG Green Fund Framework – The Port St. George project has been certified under the
Green Fund Framework by Sustainalytics, a leading independent ESG ratings firm. Sustainalytics
considers that the project will provide significant environmental benefits related to high
performance in energy, water, waste, transportation, and human experience. Additionally,
Sustainalytics stated in its Second Party Opinion that the Port St. George project has sufficient
measures to identify, manage and mitigate environmental and social risks commonly associated with
the eligible project funded by the use of proceeds.

Residence Benefits – As part of the development, investors can also enjoy the benefits of obtaining
legal and tax residency in the Bahamas.

Project Risk Management – The business plan of Black Tulip Port St George includes full
contingency risk management for project completion, including inclement weather risk. The location
of the development in the southern part of The Bahamas has never experienced above a Category 3
Hurricane and the construction will be to strict US storm proofing code.

Strong Development/Execution Team – The development team includes a strong team of


project partners including:

Developer/Resort Management - starportresorts.com Architect: Studio Hillier:


www.studiohillier.com Project Auditor (Costs/Specs) - www.rkiltd.com
Project Management and Construction: DCK Worldwide - www.dckww.com
Development engineering and environmental – Langdan International LLC - www.langan.com
Resort Feasibility Study: Ragatz Associates - www.ragatzassociates.com
Legal Counsel: Harneys (Cayman) - www.harneys.com
Legal Counsel: Sean B. Callender & Co. (Bahmas) www.seanbcallender.com

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September 13, 2022

Auditor: KPMG – kpmg.com


Fund Administration: Vistra - www.vistra.com
Environmental, Social, and Governance Rating Agency: Sustainalytics www.sustainalytics.com
Golf course design: Scott MacPherson - www.scottmacphersongolfdesign.com
Golf Course Design Consultant: Sandy Lyle, Professional golfer - PGA Tour Sandy Lyle
Sports Facilities Management: The Troon Group - www.troon.com
Environmental Consultants (Impact): Islands by Design –www.islandsbydesign.com
Sustainability Advisor: Green Building Center - www.greenbuildingcenter.com
Finance: Black Tulip Asset Management LLC - www.blacktulipam.com
Clairfield International – www.clairfield.com
Public relations: Quinn PR - www.quinn.pr

To be very transparent with you, we are well under way with our current financing plan and have
received a very high level of interest from the international investment community. Under our
current fund raisings efforts, Clairfield International (“Clairfield”) is the exclusive advisor to Black
Tulip Port St. George Bahamas I Limited (the “Fund”), to assist and advise the Fund in raising an initial
$250.0 million of preferred equity capital. The Fund is organized as a single purpose investment fund
vehicle which we are in the process of moving from the Cayman Islands to Luxembourg (which has
caused some delays). The fund is exclusively structured to invest in and manage the Port St. George
eco-resort development project located on Long Island, Bahamas. Under this structure, after the
initial preferred equity raise of $250.0 million, the Company will raise approximately $150.0 million
of debt capital as needed.

We believe a commitment of $200.0 million from your organization could replace our current
structure, as explained above, completely and be more cost effective.

For your review and understanding, we also attach the following documents: Port St. George
Bahamas Presentation, which includes a link to a short film, the second party opinion letter from
Sustainalytics regarding the ESG Green Fund Framework, the Shariah Certificate, the Private
Placement Memorandum (“PPM”), and the Subscription Agreement for the Fund. The link to the film
is also provided here - Port St. George Bahamas. Should we move forward on the investment, the
Private Placement Memorandum and the Subscription Agreement for the Fund would not be
applicable. Nevertheless, these documents do provide you a good understanding as to how Clairfield
has structured and organized the fund raising for the development.

We also have available a full data room which contains all of the supporting studies and documents
such as feasibility studies, architectural plans and renderings, financial projections, property and
permits data, among other information. We would be happy to provide access to that information
whenever you like.

Additionally, we would also be happy to arrange for a conference call or an in-person meeting with
the management team. This would give you an excellent opportunity to meet the principals and hear
the exciting story of Port St. George in person.

We would propose that we schedule a follow-up call with you after you have had sufficient time to
review the attached materials. Please call or email with any questions you or need any additional
information you may have.

In conclusion, we are excited by the opportunity of working with you as we believe this to be an

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September 13, 2022

excellent alternative to our current structure.

In terms of timing, we are fully prepared to move forward expeditiously to close the proposed
investment with you as our project is “shovel ready” and everyone on the project is ready to go.

Thank you for your time and consideration.

Sincerely,

Crosby O’Hare
Managing Partner

CC: Roger Brandt – Clairfield (NY), Managing Director


Brian O’Hare – Clairfield(NY), Managing Partner
Benoit P. Pous Bertran de Balanda – Black Tulip Asset Management, Managing Partner
Oliver Gilly – Black Tulip Asset Management, Managing Partner

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