Investor Declaration — Port Elysium

The Founders Round · To be completed by every applicant · Step 2 of 4
The law in most countries restricts who may be sent detailed materials about an investment of this kind, and who may invest. Please complete Part A, then the one Part that matches where you live, then sign at the end.

Part A

All applicants

I have read the Summary of Terms and the Subscription Agreement, including the risk factors in Schedule 3. I understand that the Company is at development stage, that a material part of the estate is held under contractual rights rather than owned outright, and that I could lose the whole of my investment. I understand there is no market for the shares, that I may not be able to sell them, and that I should be prepared to hold them indefinitely. I understand that all forward-looking figures in the materials are illustrative management estimates and are not forecasts, guarantees or commitments. I am making my own investment decision and have taken my own advice, or have chosen not to take advice having had the opportunity. I am subscribing for my own account and am not acting for an undisclosed third party.

Jurisdiction

Where do you live?

Country / region of residence

Part B

United Kingdom — tick one

Statements made under the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended. A statement is valid for twelve months from signature.

Certified high net worth individual (article 48). I declare that I had, during the last financial year, an annual income of £100,000 or more; or held, throughout the last financial year, net assets of £250,000 or more — excluding my primary residence and any loan secured on it, my pension savings and rights, and any rights under a qualifying contract of insurance or a benefit payable on death or diagnosis of critical illness. Self-certified sophisticated investor (article 50A). I declare that at least one of the following applies: I am a member of a network or syndicate of business angels and have been for at least the last six months; I have made more than one investment in an unlisted company in the last two years; I am working, or have worked in the last two years, in a professional capacity in the private equity sector or in the provision of finance for small and medium enterprises; or I am, or have been in the last two years, a director of a company with an annual turnover of at least £1 million. Certified sophisticated investor (article 50). I hold a current certificate signed by an authorised firm confirming I am sufficiently knowledgeable to understand the risks of this kind of investment. I will provide a copy. Professional client or eligible counterparty as defined in the FCA Handbook.

I accept that I can lose all of the money I invest. Any investment of this kind carries risks of losing all of the money invested. I am aware that it is open to me to seek advice from an authorised person who specialises in advising on investments of this kind.

Part C

United States — tick all that apply

Accredited investor within Rule 501(a) of Regulation D under the Securities Act of 1933. Shares are not, and will not be, registered under that Act.

Individual income exceeding US$200,000 in each of the two most recent years, or joint income with a spouse or spousal equivalent exceeding US$300,000, with a reasonable expectation of the same this year. Individual net worth, or joint net worth with a spouse or spousal equivalent, exceeding US$1,000,000, excluding the value of the primary residence. Holder in good standing of a Series 7, Series 65 or Series 82 licence. A director or executive officer of the issuer. An entity with total assets exceeding US$5,000,000 not formed for the purpose of this investment, or an entity in which all equity owners are accredited investors. I am not a US person as defined in Regulation S and I am outside the United States. I acquire the shares in an offshore transaction and will not resell into the United States except pursuant to registration or an exemption. For US accredited investors subscribing US$200,000 or more (US$1,000,000 for entities): I confirm that I am an accredited investor within Rule 501(a) and that my investment is not financed in whole or in part by any third party for the purpose of making this investment.

Part D

European Economic Area and Switzerland

I am a professional client within Annex II of MiFID II or a qualified investor within the Prospectus Regulation, or the equivalent under Swiss law. I confirm this offer was not made to me by way of a public offering in my country and that I approached Port Elysium, or was approached on a private-placement basis permitted in my country.

Part E

Canada — tick one

Statements made by reference to the accredited investor exemption in National Instrument 45-106 Prospectus Exemptions. Individual accredited investors relying on the income or asset tests may also be required to complete Form 45-106F9 (Risk Acknowledgement) — Port Elysium will provide this where applicable.

My net income before taxes exceeded C$200,000 in each of the two most recent calendar years — or C$300,000 combined with my spouse — and I reasonably expect to exceed that level in the current calendar year. I own, alone or with my spouse, financial assets having an aggregate realisable value exceeding C$1,000,000 before taxes but net of any related liabilities. I own, alone or with my spouse, net assets of at least C$5,000,000. I am a permitted client, or otherwise qualify as an accredited investor under NI 45-106 as it applies in my province or territory.

Part F

All other jurisdictions

I confirm I may lawfully receive these materials and subscribe for shares under the laws of my country of residence and of any other jurisdiction that applies to me, that I have obtained any required governmental or exchange-control consent, and that I will comply with all applicable law. I will not require the Company to register or file anything in my jurisdiction.

Part G

Signature

I declare that the statements I have made above are true and that I will notify Port Elysium immediately if any ceases to be true before my subscription completes.

Full legal name (typed signature)

Thresholds stated in Part B reflect the position restored by the Financial Services and Markets Act 2000 (Financial Promotions) Order 2024 with effect from 27 March 2024. Thresholds in Part C reflect Rule 501(a) as published by the SEC. Statements in Part E are by reference to NI 45-106. All are subject to change and are re-verified before each use of this form.

Investor Declaration and Eligibility Certificate