1

Continuum Holdings Limited

Incorporated in the Republic of Seychelles on 21st August 2014

Company Registration Number 151234

This document is important to investors. An investment into a Trop-X Listed company may

involve a high degree of risk. You should be aware of your risk tolerance level and financial

circumstances at all times or consult a professional advisor before making any investment

decision.

If you have any doubt as to your investment decision, please consult your banker, stockbroker,

attorney, accountant or other professional advisor licensed under the Seychelles Securities

Act, or other jurisdictions immediately. Your attention is drawn to the special note on forward

looking statements on page 5 of this document.

Market participants are advised that trading in Continuum Holdings Limited Ordinary Shares

will only take place in dematerialized form and the listing will be in US Dollars.

Continuum Holdings Limited

(Incorporated in Republic of Seychelles)

(Company registration number 151234)

(Share code: “CHL” ISIN: SC7552EHHD92)

(“Continuum” or “the Company”)

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Continuum Holdings Limited

PRE-LISTING STATEMENT AND PRIVATE PLACEMENT MEMORANDUM

Prepared by DMA (Seychelles) Limited, and issued in terms of the Listings

Requirements of Trop-X relating to the listing of all the issued ordinary shares of

Continuum Holdings Limited (Continuum) on Trop-X.

Date of Approval of Listing Friday 26 June 2015

Pre-listing Statement Published Monday 29 June 2015

Opening of Private Placement Monday 29 June 2015

Closing of Private Placement Tuesday 29 December 2015

Trading of Continuum on Trop-X Monday 4 January 2016

This Pre-listing Statement is not an invitation to the general public to subscribe for shares in

Continuum, but is issued in compliance with the Listings Requirements of Trop-X to provide

information to the public with regard to the Company.

Trop-X has granted a listing of 35 672 515 Ordinary Shares with a par value of USD 0.001

being the entire issued share capital of the Company on the Main Board of Trop-X as a

Special Purpose Acquisition Company with a Property focus under the abbreviated name

“Continuum”, share code “CHL” and ISIN SC7552EHHD92. The trading will commence at

10.00am on Monday 4 January 2016.

The authorized share capital of the Company is 10,000,000,000 (Ten Billion) ordinary shares

at par value US Dollar 0.001 (One Tenth US Cents). All the issued ordinary shares in the

capital of the Company rank pari passu with each other. This is the only class of share in the

company.

The issued ordinary shares of the Company will only trade on Trop-X as dematerialized shares

and all certificated shareholders will accordingly be required to de-materialize their certificated

shares if they wish to trade such shares on Trop-X. The dematerialized shares will be held by

AfriDep in registry form.

The directors of the Company whose names are given in this document collectively and

individually accept full responsibility for the accuracy of the information given in this document

and certify that, to the best of their knowledge and belief, there are no facts that have been

omitted which would make any statement false or misleading and that all reasonable enquiries

to ascertain the accuracy of such facts have been made up to and including the last

practicable date and that the document contains all information required by law and by the

Listing Requirements of Trop-X.

Copies of this document are available in English from the registered offices of Continuum, at

Suite 3, Global Village, Jivan's Complex, Mont Fleuri, Mahe, Seychelles and the offices of the

Sponsor Advisors at F20 Eden Plaza, Eden Island, Mahe Seychelles and Trop-X at F28-29

First Floor Eden Plaza, Eden Island, Mahé, Seychelles as well as on the company’s websites.

Sponsor Advisor

Direct Markets Africa (Seychelles) Limited

Date of issue: 25 June 2015

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CORPORATE INFORMATION AND ADVISORS

Registered office

Suite 3, Global Village

Jivan's Complex

Mont Fleuri

Mahe

Seychelles

Commercial Bankers

Afrasia Bank Limited

Bowen Square

10, Dr Ferriere Street

Port Louis

Mauritius

Auditors

PKF Durban

2nd Floor

12 on Palm Boulevard

Gateway

Durban

South Africa

4001

Sponsor advisor

Direct Markets Africa (Seychelles) Limited

(Registration number 8410175-1)

F28-29, First Floor, Eden Plaza

Eden Island

Mahé

Seychelles

Company Secretary

Abacus (Seychelles) Limited

Suite 4, Global Village

Jivan’s Complex

Mont Fleuri

Mahe

Seychelles

Securities Exchange

Trop-X (Seychelles) Limited a company

incorporated under the company law of

Seychelles, (registration number 879858-1)

and licensed to operate as a Securities

Exchange in terms of the Securities Act

2007

Website: www.continuum.holdings

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SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This document contains forward looking statements based on assumptions and reflects the

Company’s expectations, estimates and projections of future events as of the date of this

document. Forward looking statements include without limitation, statements regarding the

performance, prospects, opportunities, priorities, targets, goals, objectives, strategies, growth

and outlook of the Company. Often, but not always, forward looking statements can be

identified by the use of words such as “expects”, “anticipates”, “plans”, “believes”, “estimates”,

“seeks”, “intends”, “targets”, “projects”, “forecasts”, or variations (including negative variations)

of such words and phrases, or state that certain actions, events or results “may”, “could”,

“would”, “might” or “will” be taken, occur or be achieved.

Forward looking statements are based upon certain material factors and assumptions that

were applied in drawing a conclusion or making a forecast or projection, including assumptions

and analyses made by the Company in the light of its experience and perception of historical

trends, current conditions and expected future developments, as well as other factors that are

believed to be appropriate in the circumstances. Also, forward looking statements involve

known and unknown risks, uncertainties and other factors that are beyond the Company’s

control and which may cause the actual results, performance or achievement to be materially

different from any future results, performance or achievements expressed or implied by such

forward looking statements. Such material factors and assumptions and risks and

uncertainties include, among others, those which are incorporated into this document and

qualify any and all forward looking statements made in this document.

Although the company has attempted to identify factors that could cause actual actions, events

or results to differ materially from those described in forward looking statements, there may be

other factors that cause actions, events and results to differ from those anticipated, estimated

or intended. There can be no assurance that actual results will be consistent with these

forward looking statements. Accordingly, readers should not place undue reliance on forward

looking statements. The forward looking statements herein relate only to events or information

as at the date on which the statements are made and, except as specifically required by law,

the company undertakes no obligation to update or revise any forward looking statements,

whether as a result of new information, estimates or opinions, future events or results or

otherwise.

SPECIAL NOTE FOR SOUTH AFRICAN INVESTORS

This Company is a Seychelles registered International Business Corporation (“IBC”) and any

investment into this company will need to be made via your foreign investment allowance in

line with South African exchange control regulations. Should you be in any doubt about this

you should contact an exchange control specialist.

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CONTENTS

CORPORATE INFORMATION AND ADVISORS ......................................................................................3

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS ...................................................4

SPECIAL NOTE FOR SOUTH AFRICAN INVESTORS ............................................................................4

SALIENT FEATURES ................................................................................................................................6

1. INTRODUCTION .................................................................................................................................6

2. OVERVIEW .........................................................................................................................................6

3. PRIVATE PLACEMENT ......................................................................................................................8

4. FINANCIAL INFORMATION ...............................................................................................................8

5. PURPOSE OF THE LISTING ..............................................................................................................9

6. IMPORTANT DATES AND TIMES .....................................................................................................9

7. DEFINITIONS ................................................................................................................................... 10

PRE-LISTING STATEMENT ................................................................................................................... 11

1. INCORPORATION, NATURE OF BUSINESS AND PROSPECTS ................................................ 11

2. SHARE CAPITAL ............................................................................................................................. 14

3. CAPITAL RAISING .......................................................................................................................... 14

4. PRIVATE PLACEMENT ................................................................................................................... 15

5. SHAREHOLDERS ............................................................................................................................ 16

6. DIRECTORS AND MANAGEMENT ................................................................................................ 16

7. RISKS ............................................................................................................................................... 19

8. CORPORATE GOVERNANCE ........................................................................................................ 26

9. HISTORICAL FINANCIAL INFORMATION ..................................................................................... 26

10. BORROWINGS AND OTHER INDEBTEDNES .......................................................................... 27

11. MATERIAL CONTRACTS ........................................................................................................... 27

13. COSTS ......................................................................................................................................... 27

14. LITIGATION STATEMENT .......................................................................................................... 27

15. RESPONSIBILITY STATEMENT ................................................................................................ 27

16. DOCUMENTS AVAILABLE FOR INSPECTION ........................................................................ 27

Annexure 1 – COMPLIANCE WITH MCGC ........................................................................................... 28

Annexure 2 – MANAGEMENT ACCCOUNTS AND FORECAST ......................................................... 30

Annexure 3 – INVESTMENT SCHEDULE ............................................................................................. 31

Annexure 4 – EXEMPTIONS FOR THE LISTING REQUIREMENTS ................................................... 32

Annexure 5 – EXTRACT FROM THE DIRECTORS SERVICE LEVEL AGREEMENT ........................ 33

Annexure 6 – DOCUMENTS AVAILABLE FOR INSPECTION ............................................................. 37

Annexure 7 – AUDITORS LETTER OF CONSENT ............................................................................... 38

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SALIENT FEATURES

1. INTRODUCTION

These salient features contain a summary of the Company and its listing particulars in this pre-listing statement, which should be read in its entirety for a proper appreciation thereof.

2. OVERVIEW

Continuum Holdings Limited, (“CONTINUUM”) is a registered Seychelles International Business Corporation, established for the express purpose of acquiring property opportunities in pre-determined geographical locations, within the US market. This portfolio of premium properties will be tenanted by solid American national and regional retailers, with Long Term Triple or Double-Net Leases (as defined in 1.5 of the Pre-listing Statement) and located in superior growth nodes. Identified properties show a forward yield in dollars of 9% per annum plus, as a pre-tax return on investment (ROI). It is the intention to grow a portfolio over the next ten years, to a targeted value in excess of $ 500 million, thus offering investors an unsurpassed opportunity to participate in US dollar based, mature market income streams.

2.1. Introduction and Retail Investment Strategy Rick Makin and Alan Burrow, the executive directors, have spent the past three years researching and developing a strip mall and neighbourhood shopping centre model, for application into the fast growing countries of Africa, south of the Sahara. During this period they have carefully observed the impact of the global recession on property markets in various regions across the World. This has highlighted two key opportunities aligned to their specific industry knowledge and experience, namely: the increasing focus of the global investment community towards the forward growth offered by frontier markets, specifically those in Africa, and the unique “window of opportunity” for foreign investment into established small-to-medium sized retail properties in the North American market. The Directors plan to implement their industry knowledge and skill set, built around the identification, development and acquisition of niche strip malls and neighbourhood centres, into a dual-market investment strategy for the North American and African markets. The acquisition of established dollar-based revenue streams will provide a solid platform of earnings, upon which the subsequent separate listing of a vehicle focusing on the development and acquisition of an African pipeline of retail property investments may be based and in which CONTINUUM shareholders will be invited to participate.

2.2. Current North American Market Assessment As a result of extensive research and in-depth discussions held with market professionals located in the United States, it is possible to make the following assessment of retail market conditions, as pertaining to the strip mall and neighbourhood shopping centre model:

It is currently a buyer’s market with yields reflecting depressed pricing levels.

There is good quality stock on the market, located in established growth areas with reputable national tenants.

Financial institutions have dropped the level of loan input from around 85% of value to current levels of 70% which has necessitated a degree of asset offloading by leveraged portfolio holders.

The 2008 financial crisis and subsequent property fall out continues to negatively influence pricing. Current market activity seems to be concentrated on larger enclosed and full service malls, leaving the proposed niche market of strip malls and smaller neighbourhood shopping centres as a less targeted destination for institutional property investors.

The targeted portfolio of shopping centres and tenants have weathered the most severe property market downturn and retail recessionary activity in the United States within the past 50 years.

The above factors underpin the reality of a ‘Window of Opportunity’ that exists for the accumulation of a quality, well located, well priced and tenanted portfolio in the world’s premier retail market.

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Further research into the current market reveals statistics which are compelling:

“16 of the top 20 fastest growing mature cities will be in North America” – Jones Lang LaSalle - Global Foresight Series 2012;

These cities include Austin, Raleigh-Durham, Orlando, Dallas, Charlotte, San Antonio, Atlanta, Portland and Jacksonville to name a few. We have specifically targeted our search on these high-growth nodes and surrounding areas;

“Retail tenants are soaking up available space fastest in a handful of markets, most of which enjoy either a booming energy sector or a recovering housing market. Markets to watch include Broward County, Tampa and Orlando in Florida; Charlotte and Raleigh in North Carolina; Dallas and Houston in Texas; Minneapolis, and Seattle.” - Jones Lang LaSalle

Large chain stores are rationalising the size of their stores into smaller footprint stores, which in turn drives the rationalising of their stock line creating greater efficiencies and profitability. This is great news for neighbourhood centres;

The US is still widely regarded globally as having the greatest concentration of quality assets in the world, and with the recent clean-out of under-performing tenants, the balance of the retailers are showing an adaptability to the times, and indeed many are showing aggressive expansion plans for 2014/5;

The secondary high-growth retail markets in the US have out-performed the core top 10 city markets over the last 18 months by some distance, and this trend is set to continue, attracting large risk-averse corporations who are under pressure to utilise investment capital;

2.3. Listing Vehicle, Capital Raising and Debt Equity Structure The Listing Committee of Trop-X Securities Exchange Seychelles, has approved the listing on its Main Board, of Continuum Holdings Limited. It is the intention of the current shareholders and directors of the Company to apply for a dual listing on the JSE in the medium term.

This dual-listed structure is tax efficient and meets all of the regulatory requirements, as set out in the relevant Double Taxation Agreements (“DTA’s) and Exchange Control legislation, applicable to the USA, Seychelles and South Africa.

Direct Markets Africa (DMA) has been appointed to act as the Sponsor Advisor to Continuum in the Seychelles. DMA has also been appointed to provide corporate finance advisory services to the Company. DMA is a licensed Sponsor Advisor and Member of Trop-X Securities Exchange Seychelles.

Equity funding of the portfolio assets will be sourced from investors within South African and offshore markets, which will enable Continuum to raise the budgeted level of American-sourced senior bank debt. This will allow for Continuum to proceed with and execute its proposed North American property acquisition program.

The directors have agreed that the listed entity will be established with an initial loan to value (LtV) ratio of 50:50. The loan portion will be sourced from debt providers based in North America, at a current market rate of between 4% and 6%. It is the intention of the Directors to consolidate senior debt across the portfolio, and enter into negotiation with a single debt provider in due course. Indications are positive that the senior debt rate may well be negotiated downwards, over the anticipated 25 year mortgage cycle, which is the industry norm in this market. Management will also attempt to fix the negotiated rate for an extended term. Continuum is in the process of establishing a Delaware registered corporation, in order to purchase and hold the acquired property assets directly, this company will be a wholly owned subsidiary of Continuum.

2.4. Asset Management The Directors will be responsible for the asset management of CONTINUUM including the long term management of both the North American and African property portfolios, at market-related salaries with share option incentives as determined by the Board of directors from time to time.

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2.5. Centre Administration and Management Within the existing cost structures of each currently identified centre, is a contractual relationship with a competent and experienced local management and administration team. These teams will continue to manage and administer the portfolio until further notice. It is the intention of CONTINUUM to rationalise and consolidate its key relationships to take advantage of the resulting economies of scale. CONTINUUM will head hunt and appoint a suitably qualified and experienced United States based property professional to manage this function.

3. PRIVATE PLACEMENT

This private placement is an offer to subscribe for shares in the Company by persons whose ordinary business is to deal in securities, whether as principals or as agents and is not an offer to the public.

3.1 The Offer

The Company is offering for subscription 27,777,778 Ordinary Shares at UDS 0.18 (Eighteen US cents) each. If all the shares are subscribed for, this would constitute 77.87% in the share capital of the company.

3.2 Minimum Subscription The Private Placement is subject to a minimum raise of USD 100,000 made up of 555,556 shares at USD 0.18.

4. FINANCIAL INFORMATION

4.1. Share Capital

Authorised Share Capital: 10,000,000,000 (Ten Billion) Ordinary Par Value Shares of US Dollars 0.001 (One Tenth US Cent) each.

Issued Share Capital prior to Private Placement: 7,894,737 Ordinary Par Value Shares of US Dollars 0.001 (One Tenth US Cent) each. With a Share Premium of USD 70,658 and Total Capital of USD 78,553.

Issued Share Capital after the Private Placement assuming full subscription will be 35,672,515 Ordinary Par Value Share of US Dollars 0.001 (One Tenth US Cent) each. With a Share Premium of USD 5,042,880 and Total Capital of USD 5,078,553.

4.2. Financial History CONTINUUM is a new business entity listed for the purposes stated in point 5 below. CONTINUUM has receipted income nominated by the directors for the purposes of capitalizing the business. This income stems from a project fee on a property company sale transaction which the directors recently facilitated in the Mauritius Jurisdiction. Certain costs and facilitation fees relating to this transaction are invoiced and reflected in the management accounts of CONTINUUM attached hereto in Annexure 2.

4.3. Financial Information

Year Ending February >> 2016 2017 2018

USD ‘000 USD ‘000 USD ‘000

Revenue 506 6 286 14 485

Admin & Operating exp 181 2 049 5 725

Earnings Before Tax (EBT) 325 4 237 8 760

Effective Tax Payable (USA & SA) 17 264 3 180

Retained Earnings for period 308 3 973 5 580

Retained earnings at beginning 0 308 4 281

Retained Earnings at end of period 308 4281 9 861

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5. PURPOSE OF THE LISTING

The purpose of the listing is to:

enhance the Company’s ability to access capital,

enhance the market value of the Company;

enhance investor and general public awareness of the Company and its business;

facilitate offshore property investments for South African investors who are restricted by exchange control regulations;

provide a mechanism for inward listing on to the JSE in the medium term;

enjoy the flexibility of listed shares in order to take advantage of potential acquisitions;

broaden the shareholder base of the Company by affording members of the investing public, clients and business associates of the Company the opportunity of investing in its future capital growth.

The Listing Committee of Trop-X has formally approved the listing of 35,672,515 ordinary shares in the share capital of the Company on 26 June 2015. The shares will trade on the Main Board of Trop-X under the abbreviated name “Continuum” with the share code “CHL” and ISIN SC7552EHHD92.

In accordance with LR8.2(b), after the private placement the Company will have a public shareholding of at least 25 shareholders of the issued Ordinary Shares of the company holding 15% and the Company commits to meeting the thresholds set out in this section (i.e. 20% after year 1 and 25% after year 2).

6. IMPORTANT DATES AND TIMES

Date of Approval of Listing Friday 26 June 2015

Pre-listing Statement Published Monday 29 June 2015

Opening of Private Placement Monday 29 June 2015

Closing of Private Placement Tuesday 29 December 2015

Trading of Continuum on Trop-X 10:00 Monday 4 January 2016

Notes:

1. The dates and times set out above are subject to change. Any such change will be

communicated to all interested parties on the company’s website and the website of its

Sponsor and of the Exchange.

2. The issued ordinary shares of the Company will only trade on Trop-X as dematerialized

shares. Its shareholders holding certificated shares will accordingly be required to

dematerialize their certificated shares if they wish to trade such shares on Trop-X.

3. Should the directors choose to close the offer early the trading will commence shortly after

this.

4. The listing will be US Dollar denominated.

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7. DEFINITIONS

In this Pre-listing Statement and the annexures thereto, unless otherwise stated the following

expressions shall have the meanings set out opposite them. Cognate expressions bear

corresponding meanings, words denoting one gender shall import and include the others,

natural persons shall import and include juristic persons and vice versa and the singular shall

import and include the plural and vice versa, as follows:

“Articles” means the articles of incorporation of the Company, incorporated

per the 'The International Business Act, 1994' as amended, of

Republic of Seychelles;

“Board” means the board of directors of Continuum Holdings Limited

holding that office from time to time;

“Company” means Continuum Holdings Limited;

“DMA” means Direct Markets Africa (Seychelles) Ltd

“Last Practicable

day”

means the last date practical to ascertain the accuracy of

information contained in this document

“Listing”

means the admission of the issued shares of the Company to the

list of securities of Trop-X;

“Listing Date” means the date that Continuum Holdings Limited is admitted to the

list of securities of Trop-X;

“Listings

Requirements ”

means the Listings Requirements of Trop-X as amended from time

to time by Trop-X;

“LtV” means the Loan to Value or percentage debt funding per property

“Ordinary Shares” means the ordinary par value shares of USD 0.001 cents in the

share capital of the Company;

“Pre-Listing

Statement”

means this bound document dated 25 June2015 including the

annexures;

“Seychelles” means the Republic of Seychelles;

“Shareholders” means the holders of the Ordinary Shares of Continuum Holdings

Limited;

“Trop-X” means Trop-X (Seychelles) Limited a company incorporated under

the company law of Seychelles, (registration number 879858-1)

and licensed to operate as a Securities Exchange in terms of the

Securities Act 2007;

“JSE” Means Johannesburg Stock Exchange, a licensed to operate as a

Securities Exchange in terms of the Financial Markets Act.

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Continuum Holdings Limited

(Incorporated in Republic of Seychelles)

(Company registration number 151234)

PRE-LISTING STATEMENT

1. INCORPORATION, NATURE OF BUSINESS AND PROSPECTS

1.1. Incorporation

Continuum Holdings Limited (“Continuum”) is a Seychelles International Business Company, incorporated on the 21st August 2014.

1.2. Overview

The purpose of Continuum is to acquire property opportunities in pre-determined geographical locations, within the US market (See 1.4 Prospects below). This portfolio of premium properties will be tenanted by Blue-chip American national and regional retailers, with Double Net Leases and Triple Net Leases (see definitions in 1.5 below) and located in superior growth nodes.

Identified properties show a forward yield in dollars of 9% plus, as a pre-tax return on investment (ROI). It is the intention to grow a portfolio over the next ten years, to a targeted value in excess of $ 500 million, thus offering investors an opportunity to participate in US dollar based, mature market income streams. The investment in hard currency Dollar based assets within a recovering sector in a first world economy, is an attractive proposition for investors in emerging economies, where exchange rate depreciation causes significant erosion of wealth, even in historically high growth economies.

1.3. Asset Management

The Directors will be responsible for the asset management of CONTINUUM including the long term management of both the North American and African property portfolios, at market-related salaries with share option incentives as determined by the Board of Directors from time to time.

1.4. Prospects

As a result of in depth discussions held with market professionals located in America, it is possible to make the following assessment of retail market conditions, as pertaining to the strip mall and neighbourhood shopping centre model:

It is currently a buyer’s market with yields reflecting depressed pricing levels.

There is good quality stock on the market, located in established growth areas.

Financial institutions have dropped the level of loan input from around 85% of value to current levels of 70% which has necessitated a degree of asset offloading by leveraged portfolio holders.

The 2008 financial crisis and subsequent property fall out continues to negatively influence pricing.

Current market activity seems to be concentrated on larger enclosed and full service malls, leaving our proposed niche market of strip malls and smaller neighbourhood shopping centres on the side-lines.

The targeted portfolio of shopping centres and tenants have weathered the most severe property market downturn and retail recessionary activity in the United States within the past 50 years.

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The above factors underpin the reality of a ‘Window of Opportunity’ that exists for the accumulation of a quality, well located, well priced and tenanted portfolio in the world’s premier retail market.

Further research into the current market reveal further statistics which are compelling:

“16 of the top 20 fastest growing mature cities will be in North America” – Jones Lang LaSalle - Global Foresight Series 2012;

These cities include Austin, Raleigh-Durham, Orlando, Dallas, Charlotte, San Antonio, Atlanta, Portland and Jacksonville to name a few. We have specifically targeted our search on these high-growth areas;

“Retail tenants are soaking up available space fastest in a handful of markets, most of which enjoy either a booming energy sector or a recovering housing market. Markets to watch include Broward County, Tampa and Orlando in Florida; Charlotte and Raleigh in North Carolina; Dallas and Houston in Texas; Minneapolis, and Seattle.” - Jones Lang LaSalle

Large chain stores are rationalising the size of their stores into smaller footprint stores, which in turn drives the rationalising of their stock line creating greater efficiencies and profitability. This is great news for neighbourhood centres;

The US is still widely regarded globally as having the greatest concentration of quality assets in the world, and with the recent clean-out of under-performing tenants, the balance of the retailers are showing an adaptability to the times, and indeed many are showing aggressive expansion plans for 2014/5;

The secondary high-growth retail markets in the US have out-performed the core top 10 city markets over the last 18 months by some distance, and this trend is set to continue, attracting large risk-averse corporations who are under pressure to utilise investment capital;

1.4 Centre Administration and Management

Within the existing cost structures of each currently identified centre, is a contractual relationship with a competent and experienced local American management and administration team. These teams will continue to manage and administer the portfolio until further notice. It is the intention of CONTINUUM to rationalise and consolidate its key relationships to take advantage of the resulting economies of scale. CONTINUUM will head hunt and appoint a suitably qualified and experienced American property professional to manage this function.

1.5 Lease Characteristics in the USA

ITEM COMMENT

Lease Terms Lease terms in the United States typically range between 5-10 years, with fair market options extending the term for an additional 5 or 15 years. Average terms for anchor-type tenants (100,000+ sf) can average around 20 years. Rents are quoted in US $ on a per square foot (psf) per year or per month basis. Rent is quoted exclusive of property taxes and common area maintenance (service charge) which are charged separately. There are several options to renew the lease after the first term. The rent for these option periods can be agreed on at lease commencement or based on benchmark adjustments such as the Consumer Price Index (CPI). Concessions in the form of tenant improvement allowances and free rent may be offered depending on the size and credit quality of the tenant.

Rental Payment Rents are payable monthly. Percentage rent deals are common only in restaurant transactions, and then typically only when a landlord has contributed meaningfully to a tenant's initial build-out. A security deposit is not required if the tenant signing the lease is a credit worthy entity, but it is common to see shell corporations or single-purpose entities signing the lease to limit exposure, in which case a substantial security deposit would be required, in the amount of up to a year's rent. Personal guarantees and/or letters of credit may also be required, especially for higher risk tenants.

Rent Review Rental escalations are common practice, ranging anywhere from an average of 2% - 3% per annum. They can be fixed or tied to inflation. Those increases can be annualized or every three or five years. Escalations are based on contracts between the landlord and tenant. There is no judicial review of the increases.

Service Charges, Repairs and Insurance:

Triple net (NNN) Lease: Tenants are typically responsible for all expenses in addition to base rental payments and taxes (see below). This generally includes the cost of CAM (common area maintenance), taxes and insurance. CAM typically covers management fees, security, cleaning, landscaping, internal maintenance of common thoroughfares, external maintenance and

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insurance, servicing of elevators, water, heating, and air conditioning. Retail tenants are generally responsible for their own direct operating expenses, including HVAC, electric and water, and typically are metered for those utilities directly. Alterations to the shop's interior/exterior usually require the landlord's consent which can generally not be withheld. The terms of the lease will detail these provisions. Double net (NN): Tenant is responsible for utilities and insurance costs. With some double net leases, the tenant may also be responsible for roof and building structure maintenance expenses, though more often the landlord is responsible for these expenses under a double net lease, along with parking lot maintenance expenses. Landlord is responsible for all structural maintenance costs Single net: Landlord is responsible for all operating expenditure (CAM and insurance).

Property Taxes and other costs

Triple net (NNN) Lease: Retail tenants typically pay a pro-rata share of real estate taxes, with the pro-rata share being determined by the tenant's share of square footage in the building. Retailers who occupy an entire building usually are responsible for all taxes. Double net (NN):As above Single net: As above

Disposal of a Lease

Sub-letting and lease assignments are usually possible under the terms of the lease, subject to landlord's approval. Early termination is only by break clause, to be negotiated at outset of lease. For an early termination of a lease, the fee is approximately equal to the unamortized cost of the tenant improvements. At the end of the lease, tenant is required to leave the space in "broom clean" condition with all personal property removed. All tenant improvements must be approved by the landlord subject to the alteration covenant in the lease.

Valuation Methods

Stores are not valued using a government index, but rather in a more subjective way, using recent comparable transactions as a guide, but without specific guidelines as to valuation.

Legislation A memorandum of lease is required in some jurisdictions. Tenants are required to submit to building inspections during construction and to obtain a Certificate of Occupancy prior to opening.

Sources: Cushman & Wakefield Retail Guide: USA 2014; www.investopedia.com)

1.6 Abridged Financial Information

Year Ending February >> 2016 2017 2018

USD ‘000 USD ‘000 USD ‘000

Revenue 506 6 286 14 485

Admin & Operating exp 181 2 049 5 725

Earnings Before Tax (EBT) 325 4 237 8 760

Effective Tax Payable (USA & SA) 17 264 3 180

Retained Earnings for period 308 3 973 5 580

Retained earnings at beginning 0 308 4 281

Retained Earnings at end of period 308 4281 9 861

The revenue in the current year will be used to fund the working capital requirement of the company. The detailed forecast for the group is included in Annexure 2 and the Investment Schedule in Annexure 3.

1.7 Dividend Policy

No dividends will be paid in the first year of the company’s operation, after which they will be paid at the discretion of the Board of Directors.

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2. SHARE CAPITAL

The company only has one class of shares

Authorized:

USD

10,000,000,000 Ordinary Par Value Shares of USD 0.001 10,000,000

Issued:

Prior to Private Placement

7,894,737 Ordinary Par Value Shares of USD 0.001 7,895

Share Premium 70,658

Total Capital 78,553

After Private Placement

9,287,926 Ordinary Par Value Shares of USD 0.001 35,673

Share Premium 5,042,880

Total Capital 5,078,553

Each ordinary share issued is entitled to one vote at a General Meeting. The share capital may be increased or decreased by a resolution of the General Meeting in accordance with the conditions of the company’s Articles and the Trop-X Listing Requirements.

In terms of Paragraphs 4-10 of the Articles of Association of the Company, the directors have a general authority to issue shares in terms of the listing requirements; this authority must be renewed at every AGM. These shares may be issued at a price determined by the directors, however, the listing requirements limit this to 15% in number or market value and limit the maximum discount to 10% on the 90 day Volume Weighted Average Price (“VWAP”).

In compliance with the Trop-X Listing Requirements and in terms of the company’s Articles of Association, an ordinary resolution will be passed by a 50% plus 1 share majority vote and a special resolution will be passed by a 75% plus one share majority vote.

The shares in the Company are freely transferable and may be traded in a listed environment. The directors and shareholders have approved the listing of the company on Trop-X Securities Exchange in Seychelles.

3. CAPITAL RAISING

It is anticipated that equity funding for the portfolio asset value will be sourced from investors, over at least 2 phases both within SA and offshore markets, which will enable CONTINUUM to raise the budgeted level of American-sourced senior banking debt. After listing on the Main Board of Trop-X the company will embark on its first of a series of share placements as set out below:

3.1 Phase 1 USD 5,000,000 – By way of private placement of 27,777,778 Ordinary Par Value Share at USD 0.18 (18 US cents) each (77.87% Stake, diluting upon subsequent capital raising): Funding net of commissions to be deployed toward the equity portion of 50% on first retail property, securing 50% USA finance,. The directors anticipate the value of the first property to be in the order of USD 500,000.

3.2 Phase 2 Inward Listing of CONTINUUM on the Johannesburg Stock Exchange, to raise a further USD 51,000,000 in equity. Funding is to be deployed towards equity portion of 50% on subsequent retail property, securing 50% USA finance, and the balance to be deployed as Working Capital in accordance with the short-term financial projections of the Company.

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4. PRIVATE PLACEMENT

This private placement is an offer to subscribe for shares in the Company by persons whose ordinary business is to deal in securities, whether as principals or as agents and is not an offer to the public.

4.1. The Offer

The Company is offering for subscription 27,777,778 Ordinary Shares at USD 0.18 (Eighteen US cents) each. If all the shares are subscribed for this would constitute 77.87% in the share capital of the company.

4.2. Offer Period

The offer will remain open for a period of 6 months from the Opening Date, the directors however reserve the right to close the offer earlier should the offer be fully subscribed. The directors reserve the right to extend the offer by a further 30 calendar days, if the offer has not been fully subscribed and will communicate any extension or early closure of the offer on the Company’s website and the websites of its Sponsor and of the Exchange.

4.3. Minimum Subscription

The directors have placed a minimum subscription level of 555 556 shares at USD 0.18 or a total raise of USD 100 000.

Should the private placement not be fully subscribed the directors will increase the LtV being sought from funders and potentially decrease the value of the property to be acquired or a combination of both. If the LtV is increased this will be brought in line with the Company policy of 50% from the increased proceeds of later capital raises. There is strong evidence of funding being provided at LtV levels as high as 75% to 80% with many recently completed deals being advertised at this level on among others the Bank of America and Capstone Financial websites.

4.4. Oversubscription and allotment

If the offer is oversubscribed the exchange will be approached to increase the number of shares to be issue and all shares subscribed for will be allottedUnderwriting

The offer is not underwritten.

4.5. Special Purpose Acquisition Company (SPAC)

A SPAC is a cash shell that is established with the specific intention of concluding a transaction. In the case of CONTINUUM the transaction being pursued is a property acquisition and more specifically a retail property in the US.

In keeping with the provisions of the SPAC listing requirements the capital raised in round 1, net of commissions will be held in trust by the Company’s sponsor advisor and will only be applied to the qualifying acquisition.

Should the company be unable to conclude a qualifying acquisition within 24 months of the close of the round 1 private placement the capital net of allowable costs will be returned to the investors.

On completion of a qualifying acquisition the company will no longer be an SPAC and will be a Property Investment Company.

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5. SHAREHOLDERS

5.1. Current Shareholding

Based on an issued share capital of 7,894,737 Ordinary Shares, the beneficial interests of

Shareholders of Continuum Holdings Limited is as follows:

The Leeuwfontein Trust 4,100,000 Ordinary Shares

The Emerald Trust 3,400,000 Ordinary Shares

DMA 394,737 Ordinary Shares

5.2. Immediately Subsequent to Private Placement (assuming full subscription)

The Company will proceed with its first round fund raising immediately after receiving approval for its listing:

The Leeuwfontein Trust 4,100,000 Ordinary Shares

The Emerald Trust 3,400,000 Ordinary Shares

DMA 394,737 Ordinary Shares

Private Placement 27,777,778 Ordinary Shares

5.3. Lock-in

In line with the Trop-X Listing Requirements as relates to SPAC’s the founders will be locked

in and unable to trade any shareholding prior to the Company completing a qualifying

acquisition, after the completion of a qualifying acquisition the founders will be able to trade

their shares as follows:

10% after 6 months

50% after 12 months

40% after 18 months

6. DIRECTORS AND MANAGEMENT

6.1. The names, qualifications and occupations of directors:

Name Qualifications Occupation

Richard Derek Makin Property Entrepreneur

Alan Roy Burrow B.Compt. - Accounting

Science (Unisa)

Financial Director /

Entrepreneur

6.2. Directors Declaration

The directors have declared that they:

meet all of the eligibility criteria for a director as set out in the Companies Act or other

law of incorporation and the Trop-X Listings Requirements;

have adequate knowledge and experience in the Trop-X Listings Requirements and in

particular the requirements relating to the director’s responsibilities;

accept, jointly and severally with the other directors, full responsibility for the accuracy

of the information given; and

certify that to the best of my knowledge and belief there are no facts that have been

omitted which would make any statement false or misleading, and that all reasonable

enquiries to ascertain such facts have been made and that the prospectus/Pre-Listing

Statement contains all information required by law and the Listings Requirements.

6.3. Directors abridged CV’s

6.3.1. Richard Derek Makin

Born on the 25th May 1953 in South Africa.

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Nationality: New Zealand

Address : 10 Valdora House, 31 Grove Street, Claremont, 7700

Tel : +27 82 349 4617

Email : rick.makin@continuum.holdings

Rick Makin has a background in construction, civil engineering and property finance,

dating back to the 80's when he founded and managed TAR (Pty) Ltd., a Johannesburg-

based roads and civil engineering contracting business. Rick, successfully sold the

business in 1987 and pursued his aviation interests in Western Europe and Australia,

which led him to acquire in 1992, from the Mozambique Government, through lease-hold

right, the well know island property of Santa Carolina, known as Paradise Island in South

Africa. Rick refurbished the world famous hotel on the island and operated the property as

a low key tourism destination, servicing the Zimbabwean, South African and international

markets, before successfully selling the destination in 1999. This time period allowed Rick

to undergo a full exposure to the vagaries of operating a business in the wider African

context, including hands-on experience in the areas of land acquisition, logistics supply,

project management in African conditions and crucially, the art of conducting successful

negotiations with government authorities.

Rick relocated his family to Cape Town in 2000 and has involved himself in miscellaneous

property related opportunities. He has recently brokered the sale of an International

Property in the Mauritius Jurisdiction for a Capital Sum of Euro 50.4 Million. This

transaction is referred to elsewhere in this document.

Rick co-founded Angolan Shopping Centres (Pty) Ltd., with his colleague, Alan Burrow, in

2011. During the period 2010 to 2013 Rick has gathered extensive experience in all facets

of retail shopping centre planning and development inter alia:

Establishing relationships with all the leading South African retailers operating in Africa

including Shoprite Checkers, Pick ‘n Pay, Woolworths, Edcon, Mr. Price and Spar;

Concluding long-term lease contracts on behalf of ASC with these retail clients;

Sourcing, locating and finalising property sites for the establishing of neighbourhood

shopping centres in Angola and Zambia;

Establishing relationships with financial Institutions, regarding the provision of

development finance, structured into the appropriate senior debt, mezzanine finance

and equity contributions.

Rick is married with a 18 year old daughter at the University of Cape Town and has a 16

year old son at Bishops School in Cape Town.

6.3.2. Alan Roy Burrow

Born on the 23rd May 1966 in Pretoria, South Africa.

Nationality: South African

Address : 37 Bermuda Drive; Capri Village; Cape Town; South Africa.

Tel : + 27 (0)71 120 6092

Email : alan.burrow@continuum.holdings

Alan attended school at Pretoria Boys High, and went on to complete his accounting

articles and B.Compt. (Accounting Science) Degree in 1992. Since then he has been an

entrepreneur and consultant, with much of his business career being spent in the

technology, retail development and agri-business industries.

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Some specific career highlights are:

Founder of TicketWeb SA, which achieved many African firsts in the field of internet

commerce and event ticketing;

Alan is Founder of Chilli Projects, through which he has conducted various Project

Implementation and Management Services for corporate clients over the last 10 years.

Alan is a Co-founder of Angolan Shopping Centres (Pty) Ltd., with his colleague, Rick

Makin, in 2011. His experience in this regard includes:

Conceptual and financial modelling of the ASC Neighbourhood Shopping Centre

concept;

Feasibility studies and sensitivity analyses for all projects;

Research, compliance and application for the inward investment programs of Angola

and Zambia;

Negotiation and discussion with investment banking institutions regarding financing

models and options;

Contracts and due diligence with regard to securing property for development;

Lease negotiations with South African national retailers including Shoprite Checkers,

Pick ‘n Pay, Woolworths, Edcon, Mr. Price and Spar;

Marketing strategy, and design and compilation of all marketing material and

information brochures;

He and Rick Makin have recently brokered the sale of an International Property in the

Mauritius Jurisdiction for a Capital Sum of Euro 50.4 Million.

Alan has travelled extensively throughout Africa, on business, consulting and mission trips,

and has a vision and passion for African development. He lives with his wife, Raenor and

three children, Unathi, Luke and Ciara, in the Noordhoek/Fish Hoek Valley near Cape

Town, South Africa.

6.4. Interests of directors

The directors hold no direct or indirect, beneficial or non-beneficial interest in the

Company.

6.5. Other directorships held by the directors

Rick Makin: 1. Angolan Shopping Centres (Proprietary) Limited. (South Africa)

Alan Burrow: 1. Angolan Shopping Centres (Proprietary) Limited. (South Africa)

6.6. Remuneration of directors

The directors remuneration is determined in terms of the Service Level Agreements they

have entered into with the Company and these are more fully detailed in Annexure 5. The

directors will be appointed by the shareholders in a general meeting and shall not be

required to hold any shares in the company. The board may provisionally appoint directors

prior to general meetings however these appointments will need to be ratified by the

shareholders at the following general meeting.

Directors are not permitted to vote on any alterations to their own SLA’s and the

remuneration will not be amended for a period of 3 years following the Company’s initial

listing on Trop-X.

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7. RISKS 7.1. Liquidity risk

The current shareholders have introduced sufficient cash into the Business, by means of

the income from the recent execution of a large property deal, to ensure the continuity of

Listing and Working Capital for the ensuing period to 28 February 2015. Subsequent

rounds of investor equity will be utilized to execute the phased property acquisition

strategy of the Company, and for additional working capital as indicated in the financial

projections of the Company.

7.2. Execution risk

The Execution risk will diminish substantially after the Phase 2 acquisition of the first retail

property. This is rewarded in the substantial projected NAV growth for Phase 1 investors.

This risk is determined by the following factors and mitigation strategies as follows:

7.2.1. Ability of Directors to secure exclusive options converting to purchase agreements

over retail properties at the required capitalisation rates in excess of 9%.

Mitigating this risk is the ability and track record of Rick Makin in concluding

property deals, with specific recent reference to the CMAR sales transaction and

revenue as reflected in the Company financial records.

7.2.2. Securing Senior Debt at fixed rates between 5-6% over 25 year repayment terms.

Mitigating this risk is the conservative proposed Debt/Equity ratio of 50%, when

current market feedback is that the norm is around 60%-70% Debt.

7.2.3. Providing sufficient comfort on the financial standing and leasing intentions of the

lessees to support the financial case for investment. Mitigating this risk will be

thorough due diligence conducted on the lessees, which will include extensive on-

site enquiries and discussions with lessee representatives and other relevant

parties.

7.3. Market saturation risk

The Directors’ view, that there is a window of opportunity open for the forseeable future, is underpinned by the following research by well-respected Global Property organisations:

7.3.1. “16 of the top 20 fastest growing mature cities will be in North America” – Jones

Lang LaSalle - Global Foresight Series 2012;

7.3.2. These cities include Austin, Raleigh-Durham, Orlando, Dallas, Charlotte, San

Antonio, Atlanta, Portland and Jacksonville to name a few. We have specifically

targeted our search on these high-growth areas;

7.3.3. “Retail tenants are soaking up available space fastest in a handful of markets,

most of which enjoy either a booming energy sector or a recovering housing

market. Markets to watch include Broward County, Tampa and Orlando in Florida;

Charlotte and Raleigh in North Carolina; Dallas and Houston in Texas;

Minneapolis, and Seattle.” - Jones Lang LaSalle

7.3.4. Large chain stores are rationalising the size of their stores into smaller footprint

stores, which in turn drives the rationalising of their stock line creating greater

efficiencies and profitability. This is great news for neighbourhood centres;

7.3.5. The US is still widely regarded globally as having the greatest concentration of

quality assets in the world, and with the recent clean-out of under-performing

tenants, the balance of the retailers are showing an adaptability to the times, and

indeed many are showing aggressive expansion plans for 2014;

7.3.6. The secondary high-growth retail markets in the US have out-performed the core

top 10 city markets over the last 18 months by some distance, and this trend is

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set to continue, attracting large risk-averse corporations who are under pressure

to utilise investment capital;

7.4. Currency risk

www.poundsterlinglive.com – 22nd December 2014

Positioning analysis conducted by the exchange rates team at BNP Paribas show there is scope for euro weakness and dollar strength in early 2015.

We saw in November that the scope for further dollar strength became limited as a significant portion of the trading community took out pro-USD trades as exposure to the US economic recovery theme grew in popularity.

When positions get extended a trend tends to stall as the ability to find fresh buyers in the market becomes limited and thus the potential for yet further gains is compromised.

The subsequent soft patch witnessed in the USD towards year-end confirms just how significant a role over-stretched positioning is able to play in the currency markets.

We hear from BNP Paribas that the over-exposure to the US Dollar trade has been pared back allowing for the build up of positions needed to take the USD on its next leg higher.

Long USD a Favoured Trade Heading into 2015

BNP Paribas’ FX Positioning Analysis shows investors remained relatively neutral with regards to the USD for most of the first half of 2014. This allowed the pound dollar exchange rate (GBP/USD) the opportunity to reach a best level of 1.7180 in July.

However, the French bank notes:

“During the second half of 2014, investors began to build a large long position in expectation of the FOMC ending its QE programme in October, in line with the timeframe signalled by Fed Chair Yellen earlier in the year.”

The forecast in the near- to medium-term has turned pro USD however following a recent decline in the greenback:

“With a score of +36 at year end, long USD positioning is at its highest level in 2014, but below the May 2012 reading, leaving scope for the USD to strengthen further into 2015.”

Analysts at Natixis add to this viewpoint saying:

“The overall environment remains favourable for the US dollar. That can be seen in the significant positions held by speculative accounts, to the point in fact when the currency is starting to be overbought.

“The DXY dollar index has broken above 88 and we see it appreciating further to 90-91 in coming months," Natixis projects."

Euro Likely to Come Under Broad-Based Pressure

At the other end of the spectrum is the euro which has suffered heavily in 2014; more of the same could be in store in coming months warn BNP Paribas:

“At year end, investors appear to be positioned neutral in the EUR, as the ECB disappointed hopes for new measures in December, causing investors to pare back their short EUR positioning from the autumn.

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“Going into 2015, we continue to anticipate a substantial broadening of the ECB’s asset purchasing programme, leading to the EUR being used as a funding currency and investors establishing extreme short EUR positions.”

Trend Analysis: USD Still Bullish Despite Recent Losses

December has seen the longer-term trends in the currency market reverse.

However, trend strategist Phil Seaton at LS Trader reminds us to take a longer-term viewpoint:

“The currency markets have been extremely active this past week.

“Weakness was seen early in the week but a strong dollar recover followed which took the dollar index, USD/CHF and USD/CAD to new highs for the current move and saw the Euro break to new lows since August 2012, and the Aussie drop to its lowest level since May 2010, just pips above our long-term 8050 target.

“Whether there is sufficient dollar strength left to take the dollar to new highs against the remaining currencies remains to be seen.

“Either way, the long-term trend is definitely still bullish and as we have mentioned several times previously, will remain so for the foreseeable future in spite of the inevitable corrections along the way.”

www.poundsterlinglive.com – 26th January 2015

In the latest edition of their FX Quarterly, analysts Greg Anderson and Stephen Gallo at BMO Capital tell us that despite the impressive US dollar rally of 2014 the Greenback still has further to climb.

Indeed, the USD remains undervalued by historical standards which suggests there remains sizeable upside opportunities ahead.

Key Takeaways from the BMO currency forecast:

Embarking on calendar 2015 with the key question: how much more can the USD gain before it runs out of steam?

As FX strategists, our main focus is on the USD. We view its rally thus far as being a normal correction from extreme undervaluation.

We see the USD as still weak relative to its historical inflation-adjusted average, so it is far too early to start talking about a USD overshoot.

We fully expect the USD to rally another 5-15 percent in 2015. With the FX market now long-USD, the pace of USD appreciation should slow and the

trend should become more jagged. We look for EUR to continue to decline as the ECB launches its QE program.

We look for EURUSD to move to 1.10. A quick rebound in oil will help stabilise commodity currencies. A sustained trough, on

the other hand, will bring further pressure by late Q1 and into Q2. We look for oil to dip further to $40/bbl in Q1 before bouncing.

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www.poundsterlinglive.com – 10th March 2014

The 7 year cycle of the US Dollar – May 2014

Since the end of Bretton Woods in the early 1970s, the dollar has followed a long-term cycle with up- and down-trends lasting on average 7 years. The dollar trade-weighted index, however one measures it, appears to have troughed in 2011.

So this would mark the downtrend as lasting nine years, longer than the 1970s downtrend, but shorter than the 1990s one. On that basis, we are currently in the midst of the big dollar turn higher.

What will support the US dollar in 2014? A combination of the long-term dollar cycle, a turn in the Fed cycle and US capital flows, and corrections in overvalued currencies should all support the dollar in 2014

British Pound Forecasts Raised: We are turning less bearish on GBP and meaningfully raising our sterling forecast profile for the coming year. The driver has been the large upside surprise in the growth outlook this year, in turn providing belated interest rate and flow support to the pound.

Early Rate Cuts for the UK: Looking ahead to 2014, the GBP will have a tough balancing act to play amid a very chunky (probably deteriorating) current account deficit driven by improving domestic demand, and better cyclical conditions raising the prospect of earlier than expected rate hikes.

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GBP/USD Vulnerable to USD Strength: We expect only moderate depreciation in EUR/GBP as a result of sterling’s flow headwinds, while GBP/USD will also be vulnerable to ongoing USD strength. In contrast, sterling should continue to do well versus other G10 FX, putting it in the group of currency outperforms this year even if this doesn’t materialise versus the dollar.

EUR/USD to reach 1.10: The euro has been one of the stars of 2013, but we expect the trend lower to re-assert itself over 2014. We forecast EUR/USD to reach 1.25 by end-14 and 1.10 by end-15. A broadly stronger US dollar is the first ingredient to euro weakness, helped by a re-pricing of Fed rate expectations and a bear flattening of the US yield curve from current close to all-time extremes.

The drivers of euro weakness: On the EUR side, the current account remains the biggest obstacle to weakness but support from elsewhere appears to be turning. First, short-end rate spreads have moved higher this year on the back of a contracting ECB balance sheet, but with only around 150bn EUR of excess liquidity to go this story has arguably run its course. Second, portfolio inflows have been exceptionally strong, but with flows now back to trend and relative equity valuations vs the US at close to ten year extremes net inflows are also likely to turn back lower. Finally, the ECB retains a strong easing bias and with the market pricing no likelihood of additional easing in coming months, the risk is of a dovish surprise, as well as a reversal of the year-end funding squeeze

(Source: http://www.poundsterlinglive.com)

7.5. Country economic risk:

7.5.1. Seychelles: Since independence in 1976, per capita output in this Indian Ocean

archipelago has expanded to roughly seven times the pre-independence, near-

subsistence level, moving the island into the upper-middle-income group of

countries. Growth has been led by the tourist sector, which employs about 30% of

the labor force and provides more than 70% of hard currency earnings, and by

tuna fishing. In recent years, the government has encouraged foreign investment

to upgrade hotels and other services. At the same time, the government has

moved to reduce the dependence on tourism by promoting the development of

farming, fishing, and small-scale manufacturing. In 2008, having depleted its

foreign exchange reserves, Seychelles defaulted on interest payments due on a

$230 million Eurobond, requested assistance from the International Monetary

Fund (IMF), and immediately enacted a number of significant structural reforms,

including liberalization of the exchange rate, reform of the public sector to include

layoffs, and the selling of some state assets. In December 2013, the IMF

declared that Seychelles had successfully transitioned to a market-based

economy with full employment and a fiscal surplus.

(Source: CIA World Fact Book)

7.5.2. USA: In 2013, the U.S. economy grew at an annual rate of 1.9 percent. This

exceeded the October 2013 World Economic Outlook (IMF, 2013) projection of

1.6 percent growth, as momentum picked up during the course of the year: GDP

grew at an average annualized rate of 3.5 percent in the second half of 2013

compared with 1.2 percent in the first half. Notably, this acceleration occurred

against the backdrop of the temporary setback from the partial government

shutdown in October, which is estimated to have subtracted 0.3 percentage

points, in annualized terms, from growth in the fourth quarter. Strong inventory

accumulation and export growth were key factors in helping offset the effect of the

shutdown. Considering 2013 as a whole, domestic demand was held back by a

fiscal drag estimated at 1¼–1½ percent, reflecting the expiration of the payroll tax

cut, higher rates on upper-income taxpayers, and cuts in discretionary spending.

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Despite this, there were clear signs of a firming recovery, with

accommodative monetary policy and favorable financial conditions playing

their part. Increases in house and stock prices supported the pickup in

consumer spending while household deleveraging progressed, with

household debt as a share of disposable income continuing its decline. The

labor market continued to improve, with the unemployment rate falling to 6.7

percent in February 2014. This fall, however, was accompanied by a further

decline in the labor force participation rate, which stood at 63 percent in February,

close to the lowest level in more than 35 years. With still-ample slack in the

economy, price pressures remain subdued, and headline consumer price index

inflation stood at 1.1 percent (year over year) in February. Increased domestic

energy production helped lower oil imports and narrow the external current

account deficit to 2.3 percent of GDP at end-2013—the lowest in 15 years. Real

GDP growth is projected to rise in 2014 and 2015, despite the drag from the

harsher-than-usual weather in early 2014. Residential investment is projected

to contribute significantly, as household formation returns to normal,

boosting housing starts. Gains in house values are expected to moderate

but will further bolster household balance sheets. Consumer spending will

remain solid and non-residential fixed investment growth will pick up as

consumer and business confidence improves. Meanwhile, the fiscal drag in

2014 is projected to decline to ¼–½ percentage point, thanks in part to the

December 2013 Bipartisan Budget Act, which provided some relief from the

automatic spending cuts in fiscal years 2014 and 2015 in exchange for back-

loaded savings (Figure 1.4). In addition, fiscal policy uncertainty is considerably

lower after the act was passed and the debt ceiling was suspended in February

2014, which has effectively eliminated the risk of a partial government shutdown,

such as the one in October 2013, for the next year or so Even with lower fiscal

policy uncertainty, the balance of risks to the U.S. outlook remains slightly tilted to

the downside. Slower-than projected growth in the euro area, potentially

exacerbated by dis-inflationary pressures and renewed financial stress, poses an

external risk. In addition, a synchronized slowdown in emerging market

economies, analyzed in detail in the April 2014 World Economic Outlook (IMF,

2014a), may lower U.S. growth by up to 0.2 percentage points. Turning to

domestic risks, private domestic demand could lose steam if long-term Treasury

yields were to rise sharply without a concomitant improvement in the growth

outlook. Over the medium term, the risks stemming from the lack of a credible

fiscal consolidation plan remain. In that scenario, sustainability concerns lead to a

loss of confidence and to rising sovereign risk premiums and government bond

yields, which slow private domestic demand. A persistent downward trend in labor

force participation is another medium-term risk. A much lower participation rate

would further dent potential output, lower effective slack in the economy, and may

prompt an earlier-than-expected tightening of monetary policy. On the upside, a

virtuous cycle could emerge in the housing market as favorable trends in lending

conditions, balance sheets, private demand, and confidence feed on each other.

Greater confidence in the economy’s prospects could also induce firms to start

using their cash balances for new investment. Despite the significant reduction in

the fiscal deficit since 2011, U.S. public finances remain on an unsustainable

long-term trajectory. Moreover, while the drivers of deficits in the medium term are

health care and pension spending, consolidation measures so far have relied on

discretionary spending cuts—including through inefficient and abrupt across-the-

board cuts (“sequester”)—and modest tax increases. Hence, a balanced, gradual,

25

and credible fiscal plan that puts public debt on a firmly downward path should

continue to be the main policy priority. Such a plan would have to be multifaceted,

balancing the objective of protecting the recovery in the short term with the need

to tackle sustainability concerns in the longer term. Necessary components of this

plan include changes to entitlement programs to rein in healthcare and pension

spending, a base-broadening tax reform to raise revenues, and replacement of

the sequester cuts with back-loaded new revenues and mandatory savings (the

Bipartisan Budget Act of December 2013 is a modest step in this direction). On

the monetary front, the growth momentum justifies the ongoing measured

reductions in the U.S. Federal Reserve’s asset purchase program. Yet, the case

for an overall accommodative monetary policy stance remains valid, considering

the sizable slack, low current and projected inflation, and steady inflation

expectations. Further asset purchases over the next several months, albeit in

somewhat smaller amounts, will continue to put downward pressure on longer

term interest rates and contribute to maintaining monetary policy accommodation.

The revised forward guidance that indicates that the policy rate can remain low for

a “considerable time” after the asset purchase program ends will also help. IMF

staff expects that the lift-off of policy interest rates from the zero lower bound will

start during the second half of 2015 and be followed with a gradual tightening

thereafter, in line with the U.S. Federal Reserve’s guidance that economic

conditions may warrant policy rates staying below their normal longer-term level

for some time. In achieving the appropriate accommodative stance, the additional

flexibility provided by the Federal Reserve’s return to qualitative forward guidance

in March 2014 may prove helpful. Looking ahead, and as the date of the lift-off of

policy rates gets closer, the Federal Reserve will need to communicate clearly its

assessment of the progress made in reaching its employment and inflation goals

to reduce the risk of excessive market volatility. On the financial side, notable

progress has been made in the implementation of the Dodd-Frank Act and the

international capital framework. Moreover, banks’ capital ratios remain strong and

credit conditions continue to improve, albeit at a slower pace for residential

mortgages. However, more remains to be done to increase the resilience of the

U.S. financial system. The Volcker Rule, now finalized, needs to be carefully

implemented; regulation of money market mutual funds should be strengthened,

and systemic risk in the tri-party repo market should be reduced. The bolstering of

regulatory policies should continue to be coordinated with the global financial

reform agenda. In this context, it will be important to ensure that the

implementation of the recently finalized rule on foreign banking organizations,

which should help enhance the resilience of their operations in the U.S. financial

system and therefore support global financial stability, does not impose undue

costs on internationally active banks. In addition, pockets of financial vulnerability

appear to be building up in the high-yield bond and leveraged loan markets, and

municipal bond markets have been stressed by Detroit’s bankruptcy filing and

concerns about Puerto Rico’s debt sustainability. Although their potential systemic

impact seems limited, strong macro-prudential oversight and supervision remain

essential.

(Source: IMF Regional Economic Outlook; Western Hemisphere, April 2014)

7.6. Country Sovereign risk (Seychelles):

The government in the Seychelles is a multi-party republic. The parliament of Seychelles is based on a unicameral framework. The Seychelles president, who is head of state and head of government, is elected by popular vote for a five-year term of office. The previous president,

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France Albert René, first came to power after his supporters overthrew the first president James Mancham on 5 June 1977 in a bloodless coup d'état and installed him as president. He was at that time the current prime minister. He ruled under a dictatorial one party state communist system until in 1993 he was forced to introduce a multi-party system. He stepped down in 2004 in favour of his vice-president, James Michel, who was re-elected in 2006 and again in 2011.

The cabinet is presided over and appointed by the president, subject to the approval of a majority of the legislature.

The unicameral Seychellois parliament, the National Assembly or Assemblée Nationale, consists of 34 members, of whom 25 are elected directly by popular vote, while the remaining nine seats are appointed proportionally according to the percentage of votes received by each party. All members serve five-year terms.

The primary political parties are the ruling socialist People's Party (PP), known until 2009 as the Seychelles People's Progressive Front (SPPF), and the socially liberal Seychelles National Party (SNP). Politics has been an integral part of the lives of the Seychellois since its inception in the early sixties.

Seychelles is part of the Indian Ocean Commission (IOC), SADC, La Francophonie and the Commonwealth of Nations. (Source: Wikipedia.org)

“Another important development in the political front is that the reform process has apparently narrowed the differences between the two main parties. In essence, the ruling party has abandoned its earlier quasi-socialist stance and embraced economic liberalization, which had been the opposition’s policy in past elections. Given this scenario and Seychelles' dependence on external support, no significant policy shifts are expected whatever the outcome of the poll. In fact, the socio-economic reform process is likely to turn Seychelles into a more transparent and less partisan society. However, some key challenges remain, notably those of building a more independent judiciary and improving press freedom. It should, nonetheless, be highlighted that in comparison to other countries in Africa, Seychelles performs very well in terms of political stability. Although its record on political rights and civil liberties is better than the African average, scope for improvement remains.” (Source: African Development Bank Strategy Paper March 2011)

The Seychelles enjoys a stable political system. It is a relatively young democracy, independent since 1976. The first multiparty presidential election was held in 1993, after the adoption of a new constitution. In the last election (May 2011), the incumbent president (James Michel) was reelected for another five-year term with a comfortable majority (55% of votes). (Source: World Bank Country Overview)

8. CORPORATE GOVERNANCE

The Company and its board of directors are fully committed to the principles of effective corporate governance.

It endeavors to conduct its business in accordance with the principles of accountability, transparency and integrity. These principles and standards are to ensure that shareholders and other stakeholders can be assured that ethical management and prudent risk approaches are followed. To ensure that these principles and standards are maintained the necessary structures have been set in place by the Board, which retains full effective control of The Company.

The Company’s compliance with the Model Code of Corporate Governance as prescribed in Schedule 23 of the Listing Requirements is details in Annexure 1

9. HISTORICAL FINANCIAL INFORMATION

Please see Management Accounts as per Annexure 2.

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10. BORROWINGS AND OTHER INDEBTEDNES

Directors borrowing powers are not limited and there is no minimum debt equity ratio.

11. MATERIAL CONTRACTS

The directors SLA’s detailed in Annexure

The Cadiz capital raise mandate

12. WORKING CAPITAL STATEMENT The Directors are of the opinion and have reasonable grounds for believing that the working capital available to The Company is sufficient for its present requirements and will remain adequate for 12 months following the date of this document.

13. COSTS

The costs incurred in listing are estimated to be approximately USD 331,000 and includes the following:

USD

Exchange Listing Fee 10,000

Sponsor Advisor Fees 40,000

Audit Fees 1,000

Corporate Finance Fees 30,000

Capital Raising Fees 250,000

14. LITIGATION STATEMENT

There are no legal or arbitration proceedings or proceedings which are pending or threatened of which The Company is aware that may have or have had, in the previous 12 months, a material effect on the financial position of The Company.

15. RESPONSIBILITY STATEMENT

The Directors of the company whose names are given in this document collectively and individually accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading and that all reasonable enquiries to ascertain such fact have been made and that the document contains all information required by law and the Listing Requirements.

16. DOCUMENTS AVAILABLE FOR INSPECTION

A list of the documents available for inspection is contained in Annexure 6.

Signed at Cape Town, South Africa for and on behalf of all directors of The Company being duly authorized by Directors resolution to do so.

Director

Director

25 June 2015

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Annexure 1 – COMPLIANCE WITH MCGC

Principle

1 The Role of the Board

1.1

Every company should be headed by an effective board of directors which is collectively responsible for the long-term success of the company.

1.2

There should be a clear division of responsibilities at the head of the company between the running of the board and the executive responsibility for the running of the company’s business. No one individual should have unfettered powers of decision.

Working towards this.

1.3 The Chairman is responsible for leadership of the board and ensuring its effectiveness on all aspects of its role.

1.4 As part of their role as members of a unitary board, non-executive directors should constructively challenge and help develop proposals on strategy.

No N-E directors at this stage

2 Effectiveness

2.1 The board and its committees should have the appropriate balance of skills, experience, independence and knowledge of the company to enable them to discharge their respective duties and responsibilities effectively.

2.2 There should be a formal, rigorous and transparent procedure for the appointment of new directors to the board.

2.3 All directors should be able to allocate sufficient time to the company to discharge their responsibilities effectively.

2.4 All directors should receive induction on joining the board and should regularly update and refresh their skills and knowledge.

2.5 The board should be supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties.

2.6 The board should undertake a formal and rigorous annual evaluation of its own performance and that of its committees and individual directors.

2.7 All directors should be submitted for re-election at regular intervals, subject to continued satisfactory performance.

3 Accountability

3.1 The board should present a fair, balanced and understandable assessment of the company’s position and prospects.

3.2

The board is responsible for determining the nature and extent of the significant risks it is willing to take in achieving its strategic objectives. The board should maintain sound risk management and internal control systems.

3.3

The board should establish formal and transparent arrangements for considering how they should apply the corporate reporting and risk management and internal control principles and for maintaining an appropriate relationship with the company’s auditors.

4 Remuneration

4.1

Levels of remuneration should be sufficient to attract, retain and motivate directors of the quality required to run the company successfully, but a company should avoid paying more than is necessary for this purpose. A significant proportion of executive directors’ remuneration should be structured so as to link rewards to corporate and individual performance.

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4.2

There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors. No director should be involved in deciding his or her own remuneration.

5 Relations with shareholders

5.1 There should be a dialogue with shareholders based on the mutual understanding of objectives. The board as a whole has responsibility for ensuring that a satisfactory dialogue with shareholders takes place.

5.2 The board should use the AGM to communicate with investors and to encourage their participation.

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Annexure 2 – MANAGEMENT ACCCOUNTS AND FORECAST

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Annexure 3 – INVESTMENT SCHEDULE

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Annexure 4 – EXEMPTIONS FOR THE LISTING REQUIREMENTS

The company and its advisors have applied for and been granted exemptions from the following sections of the listing requirements.

1. The Listings Committee exempt the Company from the requirement that a SPAC lists via IPO per 10.1.b.i as the Company will be undergoing four separate funding rounds directed at professional investors. The Listings Committee approved the exemption that the company list via IPO on the basis of the justification presented.

2. The Listings Division recommended that the founding together with the Sponsor Advisor are exempted from requirement 10.1.b.i in respect of the threshold of shareholdings. The Listings Division recommends that the company and the aforementioned parties are exempted due to the fact that the shareholdings will be diluted following subsequent funding rounds. The Listings Committee approved the exemption based on the justification provided.

3. Minimum capital raise: The Listings Division recommended to the Committee that the company be provided an exemption to the minimum capital raise requirement due to the fact that the company will be issuing further shares per the time-table provided. The Listings Committee approved the capital raise of US$100,000 on the basis of the justification presented.

4. 4% Threshold for Investors – requirement 10.1.b.ii. The Listings Division recommended that the Listings Committee exempt the company from this requirement as shareholdings will be diluted with consequent capital raises and increased number of shareholders. The Listings Committee approved the exemption on the basis of the justification presented.

5. Post-acquisition trading by affected persons, requirement 10.1 h in respect of DMA shareholdings –The Listings Division recommends that this requirement is exempted in respect of the Sponsor Advisors who have taken up shares as part of their fees. The Listings Division recommends that this exemption is granted so that they can create a market later. The Listings Committee approved the exemptions in respect of DMA Sponsor Advisors only on the basis of the justification presented.

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Annexure 5 – EXTRACT FROM THE DIRECTORS SERVICE LEVEL AGREEMENT

3. PERIOD OF EMPLOYMENT

This agreement shall commence on the 1st of September 2014 and shall be terminable

by the company or the director on not less than 3 (three) calendar months' written

notice given by the company or the director to the other provided that -

3.1 notwithstanding the provisions of clause 3, the company shall be entitled to

terminate this agreement summarily (or on such other basis as it considers

appropriate) if the director -

3.1.1 has been found guilty of conduct justifying a summary dismissal

according to the common law; and\or

3.1.2 has been found guilty of conduct which is likely to bring himself or

the company into disrepute or is convicted of an offence involving

dishonesty; and\or

3.1.3 has committed a material breach of any of the terms of this

agreement which justified dismissal, and\or

3.1.4 becomes incapacitated, which shall mean that -

3.1.4.1 he has suffered some illness, disability or injury which

has precluded him from providing his services herein for

a period in excess of 180 (one hundred and eighty)

calendar days in the determination of which intermittent

returns to work or service which do not constitute a bona

fide resumption of duties shall be disregarded; or

3.1.4.2 in the opinion of a specialist medical practitioner of not

less than 10 (ten) years standing he has suffered a state

of occupational disability brought about as a result of

injury, deterioration in health or surgical operation,

rendering the person concerned for a period of not less

than 180 (one hundred and eighty) calendar days, totally

and permanently incapable of earning an income from –

(a) his own occupation; or

(b) any similar occupation; or

(c) any other occupation for which he is fitted by his

knowledge, training, status and ability.

Any termination in terms of this clause 3 will not be

deemed to be unlawful, unfair or an unfair labour practice

as defined in the Act. To the extent that such termination

may otherwise have accorded the director the right to

seek reinstatement by, or any other form of redress

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against the company, whether under the Act or

otherwise, such right is hereby waived by the director.

3.2 Notwithstanding the provisions of clause 3, either party can pay the equivalent

of the remuneration due for the notice period in lieu of notice; and

3.3 Notwithstanding anything to the contrary contained in this agreement, this

agreement will terminate when the director reaches the retirement age subject

to the approval of the Board. The termination of this agreement, due to the

director reaching retirement age, will not give rise to a termination of this

agreement on notice or a dismissal of any kind and no severance or notice pay

will be payable as this agreement will automatically terminate by effluxion of

time.

4. SUSPENSION OF EMPLOYMENT

The company may, if it suspects that the director is guilty of the conduct referred to in

clause 3.1, or any other conduct which may, if proved, justify her dismissal, or has

committed a breach of any of the terms of this agreement, pending duly constituted

enquiry into the alleged conduct in question, but without prejudice to their right of

summary dismissal in terms of clause 3.1 and without giving rise to any claim for

damages or otherwise against it, suspend the director for a period not exceeding 30

(thirty) days during which the director shall -

4.1 not be entitled to attend work at the premises of the company;

4.2 be entitled to his normal remuneration.

5. DUTIES OF DIRECTOR

The director shall -

5.1 devote the whole of his time and attention during the company's normal

business hours, and such reasonable amount of additional time as may be

necessary, having regard to the exigencies of the business of the company, to

the business and affairs of the company and shall not, without the prior written

consent of the company, whether as proprietor, partner, director, shareholder,

member, director, consultant, contractor, financier, agent, representative,

assistant, trustee or beneficiary of a trust or otherwise, and whether for reward

or not, directly or indirectly be inhered or engaged in or concerned with or

employed by any business, trade, undertaking or concern:

5.1.1 other than that of the company; or

5.1.2 which competes with any business carried on by the company; the

undertakings in clauses 5.1.1 and 5.1.2 being separate, provided

that he shall not be deemed to have breached his undertakings by

reason of –

5.1.3 him having bona fide financial interests in businesses, trades,

undertakings or concerns which do not directly or indirectly compete

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with the company which has been disclosed to the company in

writing and/or after disclosing his intention to do so to the company

in writing his accepting appointment as a non-executive director of

such businesses, trades, undertakings or concerns and devoting a

reasonable amount of time to such financial interests and

directorships, provided that no such interest of or activities by the

director are prejudicial to or adversely affect the performance of his

duties hereunder; and\or

5.1.4 him holding shares in any company the shares of which are listed on

a recognised stock exchange if the shares owned by him do not in

the aggregate constitute more than 5% (five per cent) of any class of

the issued share capital of such company; and/or

5.1.5 him being an officer of or holding shares in the company;

5.2 shall diligently carry out such functions and duties (which may be subject to

certain restrictions agreed upon by the shareholders in a general meeting) as

are from time to time assigned to him by the board and are consistent with his

status and use his utmost endeavours to protect and promote the business and

interests of the company and to preserve its reputation and goodwill;

5.3 not, during the operation of this agreement or thereafter, use for his own benefit

or for the benefit of any other person or divulge or communicate to any person

or persons, except to those of the officials of the company whose province it is

to know the same, any confidential information;

5.4 be true and faithful to the company in all dealings and transactions whatsoever

relating to its business and interests;

5.5 submit to the board or to any person nominated by it, such information and

reports as may be required of him in connection with the performance of his

duties and the business of the company;

5.6 not, at any time during the operation of this agreement, directly or indirectly, act

in the manner referred to in clause 9.4 or attempt to do;

6. REMUNERATION

6.1 As remuneration for his services hereunder the company shall pay the director

or nominee a salary, profit incentive , and award share options as reflected in

Annexure “A” hereto, and in accordance with the policy set out by the

Remuneration Committee. To the extent that any provision in Annexure “A” is

inconsistent with any provisions in this agreement, the provisions of this

agreement shall prevail.

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ANNEXURE “A”

1. REMUNERATION

1.1 The Company shall compensate the director or nominee for the duties fulfilled

by him on behalf of the Company pursuant to the Agreement on a Basic Salary

plus Performance Bonus and Share Options, as set out hereunder:

1.2 The Company shall pay the director or nominee a Basic Monthly Salary of US $

3,000 (Cost to Company), for the period 1st december 2014 to 31st March 2015;

1.3 The Company shall pay the director or nominee a Basic Monthly Salary of US $

5,000 (Cost to Company), from 1st April 2015;

1.4 The Directors will be entitled to company shares at the listing price (US $ 0.18

per share) in lieu of any salaries which they may forego from time to time;

1.5 Annual increases may be granted at the sole discretion of the remuneration

committee, and will be effective on the 1st March of each year;

1.6 Annual bonuses may be granted at the sole discretion of the Board, will be

performance-based, and will be effective on the 1st July of each year;

1.5 Annual bonuses or Share Options equivalent in value to 5% of the pre-tax

Income, as expressed as a Return on Investment (ROI) in excess of the hurdle

rate set by the Board of Directors from time to time (currently set at 9%), as

determined as at 28th February of the preceding year, will be paid as per 1.4;

1.6 The director shall on a monthly basis be entitled to re-imbursement of all

expenditure incurred on behalf of the Company in the conduct of the directors

duties subject to the following;

1.6.1 All such expenditure will comply with the pre-authorised levels and

guidelines as set by the Financial Director from time to time;

1.6.2 All such expenditure will be validated by producing adequate source

documentation and/or expense claims where applicable;

2. SHARES

2.1 The director shall be entitled to the following Shares:

Annually granted on 1st July of each year equivalent in value to 0.25% of the

Value of Assets under Management (AUM), as determined as at the preceding

financial year-end;

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Annexure 6 – DOCUMENTS AVAILABLE FOR INSPECTION

The following documents are available for inspection and can be viewed at the company’s registered office, the Exchange or at the offices of the Company’s Sponsor Advisor.

1. Memorandum of Associations;

2. Articles of Association;

3. The Signed Directors Service Level Agreements.

4. Copies of all responsibility statements.

5. Cadiz Capital Raise Mandate

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Annexure 7 – AUDITORS LETTER OF CONSENT