Private Investment Overview

GP/LP Equity Offering

Prepared By Mycelium Capital Inc.

NALUUM

River Estate Community

Hopkins, Belize

Private Investment Opportunity Prepared by Mycelium Capital Inc.

The Executive Disclosure.

This presentation has been prepared by Mycelium Capital Inc. in connection with a proposed private investment opportunity.

The securities described herein consist of limited partnership interests offered pursuant to applicable prospectus exemptions and definitive subscription and limited partnership documentation, available solely to Accredited Investors (as defined under NI 45-106) or other qualified exempt purchasers under applicable securities laws in Canada and the United States. This presentation is provided for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy securities. Any investment will be made exclusively pursuant to definitive legal documentation and in compliance with applicable securities legislation.

Investment returns are dependent on project performance and are not fixed or guaranteed. Investors may lose some or all of their invested capital.

This material contains forward-looking statements, projections, and estimates that involve risk and uncertainty. Prospective investors are encouraged to conduct independent due diligence and consult their professional advisors before making any investment decision.

Executive Summary

NALUUM River Estate Community

NALUUM is a 16-acre oceanfront and river landholding in Hopkins, Belize, positioned adjacent to proven, successful resort developments. We are seeking capital strictly for Phase One of this master-planned community.

GP/LP Equity Offering

Structured as a Limited Partnership with General Partner co-investment. LP capital is returned first, before GP capital and any profit participation.

Total Project Capital

$4.0M USD

Target Duration

~24 Months

Limited Partner Capital

$3.175M

General Partner Capital

$825K

LP capital returned first, then GP capital, then remaining distributable profit split 70% to LPs and 30% to the GP

GP co-investment of 20.63% of total project capital · No acquisition fee

Use of Funds: 90% allocated to land acquisition ($3.6M USD), with 10% dedicated to consultancy, legal, and initial project launch costs.

The Asset & Monetization

Phase One Scope

Acquisition of the 16-acre site and launch of 54 residential River Estate lots.

Average Lot Pricing Scenarios

USD $230,000 to USD $310,000 per lot.

Projected Gross Sales

USD $12.42M to USD $16.74M.

Current Appraised Land Value

$16,622,131

Return Driver

Investor returns are generated through lot sales and project profitability, not fixed interest payments.

Investment Structure Overview

Key Terms

The investment is structured as a Limited Partnership, with the General Partner investing alongside the Limited Partners and compensated primarily through project performance.

$4MUSD

Total Project Capital

$3.175MUSD

LP Capital

$825KUSD

GP Capital

70%

LP Profit Participation

30%

GP Profit Participation

~24 Months

Target Project Duration

Limited Partnership investment structure
GP capital invested alongside LP capital
No acquisition fee

Capital used directly for acquisition, launch, and Phase One execution
Returns determined by actual project results
Definitive rights governed by the Limited Partnership Agreement and subscription documentation

The offering is available to accredited investors (as defined under NI 45-106) only.

Partnership Waterfall

How Proceeds Flow

Available distributable proceeds follow a simple, aligned waterfall.

1

LP Capital Returned First

Available distributable proceeds are first used to return the Limited Partners' contributed capital of $3,175,000 in full, before any return of GP capital.

2

GP Capital Returned

Once the LPs have been made whole, the General Partner's contributed capital of $825,000 is returned.

3

Profit Participation

After all contributed capital has been returned, remaining distributable profit is allocated 70% to the Limited Partners and 30% to the General Partner.

LPs are made whole first. No acquisition fee is payable to the GP.

Project Economics & LP Return Scenarios

Good · Better · Best

NALUUM's returns are driven by disciplined acquisition, residential lot monetization, and the 70% LP participation in distributable project profit after return of contributed capital.

Metric	Good	Better	Best
Average Lot Sale Price	$230,000	$260,000	$310,000
Number of Lots	54	54	54
Gross Sales	$12,420,000	$14,040,000	$16,740,000
Lot Servicing Costs	($1,620,000)	($1,620,000)	($1,620,000)
Sales Commissions	($1,242,000)	($1,404,000)	($1,674,000)
Net Proceeds Before Capital Return	$9,558,000	$11,016,000	$13,446,000
Return of Total Contributed Capital	($4,000,000)	($4,000,000)	($4,000,000)
Distributable Project Profit	$5,558,000	$7,016,000	$9,446,000
LP Share of Profit, 70%	$3,890,600	$4,911,200	$6,612,200
GP Share of Profit, 30%	$1,667,400	$2,104,800	$2,833,800

Scenario values are illustrative projections based on the current project proforma and underwriting assumptions. Actual results may differ materially.

LP Return Scenarios

What the $3.175M Earns

Because the Limited Partners contribute $3,175,000 of the $4.0M total, LP returns are measured against LP capital, not the full project capitalization.

LP Metric	Good	Better	Best
LP Capital Returned	$3,175,000	$3,175,000	$3,175,000
LP Profit Distribution	$3,890,600	$4,911,200	$6,612,200
Total LP Distributions	$7,065,600	$8,086,200	$9,787,200
LP Profit ROI	122.54%	154.68%	208.26%
LP Equity Multiple	2.23x	2.55x	3.08x
Approximate Annualized Return*	49.18%	59.59%	75.57%

LP Equity Multiple Range

2.23x – 3.08x

Total LP Distribution Range

$7.07M – $9.79M

*Approximate annualized return assumes realization at the end of a two-year period. Actual IRR will depend on the timing and amount of interim and final distributions. Returns are not fixed or guaranteed.

Distribution & Exit Strategy

Multiple Paths to Liquidity

Project liquidity is expected to be generated primarily through the phased sale of 54 residential lots. Available proceeds will be distributed in accordance with the partnership waterfall and subject to working capital, reserves, project liabilities, and the terms of the Limited Partnership Agreement.

Primary Monetization Source

Sale of 54 residential River Estate lots at average pricing scenarios of USD $230,000 to $310,000, producing projected gross sales of USD $12.42M to $16.74M.

Secondary Liquidity Options

Refinancing of the remaining land and project assets, strategic sale or recapitalization, or transition of retained assets into subsequent development phases.

Distribution Priority

1. Return of LP contributed capital in full · 2. Return of GP contributed capital · 3. Remaining distributable profit allocated 70% to the Limited Partners and 30% to the General Partner.

Distributions are driven by actual project performance. No return, distribution, project duration, or exit is guaranteed.

Alignment of Interests & Investor Protections

The GP Wins When You Win

The structure aligns the GP's economic participation with project performance. LPs receive priority return of their contributed capital ahead of GP capital and ahead of the GP's 30% share of distributable profit.

GP contributes USD $825,000 alongside the LPs
No acquisition fee
GP participation is primarily tied to project profitability
LP capital is returned in full before GP capital and the 70/30 profit allocation
Defined use of proceeds and project-level financial controls

Reporting obligations to be established in the Limited Partnership Agreement
Restrictions on related-party transactions and material changes
Project assets held within the designated project ownership structure
Definitive governance, voting, removal, and approval rights subject to final legal documentation

Use of Funds

Investor capital will be allocated as follows

Land Acquisition: 90% · $3.6 million USD

Consultancy, legal, and structuring fees: 5% · $200,000 USD

Initial marketing and project launch costs: 5% · $200,000 USD

Total project capital: USD $4 million

No acquisition fee is payable to the General Partner

Master Plan Overview & Phasing

Two Defined Phases

The North Hopkins Community master plan is structured across two defined phases.

01

Phase One: Land Acquisition and Residential Sell-Down

Acquisition of all project land
Launch and execution of residential lot sales

02

Phase Two: Boutique Hotel Development

Construction of a 50-room boutique waterfront hotel
Activation of shared amenities and beach club

Only Phase One is included in the current investment offering.

Phase One Strategy

Acquisition and Residential Lot Sales

Phase One is focused on land acquisition and monetisation through residential lot sales.

Key Phase One activities include:

Acquisition of the development land
Establishment of the project under the North Hopkins Community banner
Engagement of Anchorpoint Advisors as exclusive sales partner
Launch and execution of sales for 54 residential lots

Phase One is designed to generate sufficient proceeds to support the return of capital and distributions while positioning the project for subsequent development phases.

Market Context

Proven Neighbouring Developments

North Hopkins Community is located immediately beside two established and successful resort developments: Hopkins Bay Resort and Seiri Del Mar.

Both neighbouring developments were brought to market by Rob Wilcox, of Anchorpoint Advisors and Russel Moore, land owner and resort developer. They are an integral part of our team providing direct experience with:

Buyer Demand

Buyer demand specific to this location

Market Pricing

Market-supported pricing

Absorption Rates

Absorption rates for waterfront and resort-adjacent real estate

This adjacency to proven developments materially reduces market risk and supports confidence in residential lot sell-through.

Asset & Site Snapshot

A De-Risked Development Profile

NALUUM is a fully planned, development-ready site surrounded by proven market comparables, materially reducing execution and absorption risk.

The NALUUM Landholding (16 Acres)

Premium Footprint: 16 acres of combined oceanfront and river landholding located in North Hopkins, Belize.
Development-Ready: Site mapping is completed, and both the residential lots and the hotel parcel are clearly defined.
Phase One Inventory: 54 fully planned residential lots, featuring river-front parcels designed for direct boat pull-up access.
Future Masterplan Integration: Features dedicated ocean frontage allocated for the future boutique hotel, alongside adjacent river systems supporting boating and water access.

Proven Market Context & Adjacency

Established Neighbors: The North Hopkins Community is located immediately beside two highly successful, established resort developments: Hopkins Bay Resort and Seiri Del Mar.
Reduced Market Risk: This direct physical adjacency to proven developments validates the location and supports strong confidence in the residential lot sell-through.
Proprietary Market Intelligence: Because NALUUM team members (Rob Wilcox and Russel Moore) brought these neighboring projects to market, NALUUM benefits from direct, proven intelligence on buyer demand, market-supported pricing, and historic absorption rates.

Satellite View of Property

Located in Hopkins, Belize

NALUUM development land outlined — NALUUM LAND

Market Fundamentals

Why Belize?

Belize offers a rare combination of sustained global tourism demand and a highly favorable, friction-reducing environment for North American investors.

15+ direct international flights to Belize

Exceptional Tourism Demand & Accessibility

Rapid Accessibility: Belize is serviced by 15+ direct international flights from major North American hubs, including Houston, Miami, Dallas, Atlanta, and Toronto.
Unmatched Geography: It features the largest barrier reef in the Western Hemisphere, the iconic Great Blue Hole, over 100 offshore islands, and ancient, climbable Maya ruins all in close proximity.
Strategic Market Position: Belize delivers world-class adventure (diving, fly fishing, jungle exploration) and rich cultural diversity (Maya, Garifuna, Creole) with much lower visitor density than marquee Caribbean markets, driving strong repeat visitation.

Pro-Investor Business & Legal Climate

Legal Familiarity: As an English-speaking country with a legal framework based on British common law, Belize allows foreigners to hold fee-simple land ownership, ensuring enforceability and straightforward due diligence.
Currency Stability: The Belize dollar is permanently pegged at 2:1 to the US dollar, protecting against regional currency volatility.
Tax Advantages: The jurisdiction imposes no capital gains, estate, or wealth tax on most assets, and offers established structures like IBCs and QRP regimes for zero tax on foreign-source income.
Government Support: Belize operates as a stable parliamentary democracy with an independent judiciary and a stated pro-foreign investment policy.

Vision, Development Philosophy & Stewardship

A Living Cultural Corridor

NALUUM is not designed as a themed resort or surface-level lifestyle development.

It is conceived as a living cultural corridor positioned between two ancestral narratives that converge at the sea: Mayan land-rooted cosmology and Garifuna rhythm and shoreline culture.

The name NALUUM reflects shared meanings of land, sea, movement, and dwelling. It represents a place where cultures meet through lived experience rather than performance.

The development philosophy is guided by:

Architecture rooted in earth, stone, wood, and natural materials
Spatial design that honours water flow, land contours, and existing vegetation
Low-density planning that prioritises calm, movement, and intimacy
Cultural integration through food, music, wellness, and gathering spaces

NALUUM is intended to feel grounded, calm, ancestral, intimate, and timeless.

The objective is to create a destination that endures culturally, environmentally, and economically while preserving the integrity of place.

Leadership & Execution Team

Capital, Sales, and Revenue Strategy

The North Hopkins Community is governed by a focused management group with clearly defined responsibilities across capital oversight, vision, sales, and hospitality operations.

David Friesen

Capital Oversight & Investment Structuring Lead: Founder of Mycelium Capital Inc. with 30+ years of experience in capital management. Responsible for partnership structuring, capital governance, financial oversight, and disciplined deployment of GP and LP capital.

Rob Wilcox

Head of Real Estate Sales & Market Execution: Founder of Anchorpoint Advisors with 30+ years of commercial real estate experience. Leads residential lot sales strategy, pricing discipline, and buyer engagement for Phase One.

Alan Griffiths

Chief Marketing & Revenue Strategy Officer: CEO of Five Stones Consulting with over a decade of experience building scalable revenue systems. Oversees project-wide marketing, ensuring real estate and hospitality scale in a performance-driven manner.

Hospitality, Experience & Operations

Operational leadership serves the entire NALUUM project: residential real estate, hotel development, hospitality operations, destination programming, HOA and community operations, and future operating businesses.

Chris De Pew

Head of Hospitality Development: Co-Founder of ITA Global with 20+ years of hospitality experience. Translates the NALUUM cultural vision into executable operating systems and service standards.

Santiago Aguilar

Head of Destination Programming: Co-Founder of ITA Global with nearly two decades of experience across 24 countries. Ensures guest experiences and cultural programming remain scalable and aligned with brand positioning.

Thomas E. Jones

Head of Operations & HOA Governance: CEO of Use The System with 20+ years of executive operations experience. Oversees property management systems, financial oversight, and long-term asset performance.

Local Belize Development, Permitting & Compliance

Russel Moore

Strategic Land Partner: Belize-based investor with 20+ years of local development experience, including neighboring Hopkins Bay Resort and Seiri Del Mar. Reduces execution risk and supports regulatory navigation and contractor alignment.

Bradley Rinehart

Legal & Regulatory Oversight: Belize-based entrepreneur with 30+ years of on-the-ground experience. Provides critical oversight across permitting, title integrity, and regulatory compliance within Belize's legal framework.

Investment Summary

A Clearly Defined, Aligned Opportunity

An aligned GP/LP structure with GP co-investment, return of contributed capital, and 70% LP participation in distributable project profit, built on:

Development-Ready Land

Acquisition at a Significant Discount to Appraised Value

GP Capital Invested Alongside LP Capital

No Acquisition Fee

Proven Local Sales Execution

Defined Phase One Monetization Strategy

LP Capital Returned First, Before GP Capital

70% of Distributable Project Profit to LPs

Multiple Project Liquidity Pathways

The broader master plan enhances long-term value while remaining outside the scope of the current offering.

Investor Disclosure

This presentation has been prepared by Mycelium Capital Inc. for informational purposes only in connection with a proposed private investment opportunity.

The securities described herein consist of limited partnership interests offered solely to Accredited Investors (as defined under NI 45-106) or other qualified exempt purchasers under applicable securities laws in Canada and the United States, and will be issued only pursuant to definitive subscription and limited partnership documentation and in compliance with applicable securities legislation.

This presentation does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction where such offer or solicitation would be unlawful. Any investment decision must be based solely on the final legal documentation provided to prospective investors.

The limited partnership interests are subject to resale and transfer restrictions in accordance with applicable securities legislation and the Limited Partnership Agreement.

The information contained herein has been prepared from sources believed to be reliable as of the date hereof but has not been independently verified. No representation or warranty, express or implied, is made as to its accuracy or completeness. Information is subject to change without notice.

This presentation contains forward-looking statements, including projections, estimates, assumptions, anticipated revenues, development timelines, and targeted returns. Such statements involve known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied.

The return scenarios included in this presentation are illustrative projections based on assumptions regarding lot pricing, sales timing, servicing costs, commissions, project expenses, and the timing of distributions. Actual results may differ materially. No return, distribution, project duration, or exit is guaranteed.

An investment in this opportunity involves risk, including the potential loss of some or all invested capital and limited liquidity.

This offering is conditional on the completion of definitive acquisition and limited partnership documentation and other closing conditions as set out in the subscription documentation.

Prospective investors are encouraged to conduct their own independent due diligence and consult with their legal, tax, financial, and other professional advisors prior to making any investment decision.

This presentation is confidential and intended solely for the recipient. It may not be reproduced, distributed, or disclosed without prior written consent of Mycelium Capital Inc.

Contact And Next Steps

For additional information or to discuss the opportunity:

Mycelium Capital Inc.
David Friesen
David@MyceliumCapital.ca
825-425-4005