DISCLAIMERS AND FORWARD LOOKING STATEMENTS

Disclaimers
3.1 This Prospectus has been reviewed and approved by the Directors of the Company and they collectively and individually accept full responsibility for the accuracy of the information given herein and confirm that, after having made all reasonable enquiries, and to the best of their knowledge and belief, (i) the information is true and accurate in all material respects and is not misleading in any material respect, (ii) any opinions, predictions or intentions expressed herein on the part of the Company are honestly held or made and are not misleading in any material respect, (iii) that all proper inquiries have been made to ascertain and to verify the foregoing, and (iv) this Prospectus does not contain any untrue statement of a material fact or fail to state a material fact necessary in order to make the statements herein, in the light of the circumstances under which they are made, not misleading.

3.2 Each person receiving and relying on the Prospectus acknowledges and agrees that: (i) such person has been afforded a meaningful opportunity to review and has received, additional information considered by such person to be necessary to verify the accuracy of the information contained in this Prospectus, (ii) such person has not relied on the Company or any persons affiliated with the Company or any selling agent appointed by the Company in connection with its investigation of the accuracy of such information or its investment decision, and (iii) no person has been authorized to give information or to make any representation concerning the Company or the offer for subscription or the shares issued pursuant thereto or to provide information or to make any representation whatsoever in connection with this Prospectus other than as contained in this Prospectus and information given by duly authorized officers and employees of the Company in connection with the Applicants’ verification of the information contained in this Prospectus and that, if given or made, such other information or representation should not be relied upon as having been authorized by the Company or any affiliate.

3.3 Neither the delivery of this Prospectus nor the offering, sale or allotment of any shares hereunder shall under any circumstances imply that there has been no change in the business, results of operations, financial condition or prospects of the Company since the date of this Prospectus.

3.4 In making an investment decision, Applicants are expected to make their own assessment of the Company and the terms of the offer for subscription herein, including the merits and risks involved.

Neither the FSC nor any Governmental agency or regulatory authority in Jamaica has made any determination on the accuracy or adequacy of this Prospectus.

3.5 No representation or warranty, expressed or implied, is made by any selling agents appointed by the Lead Broker as to the accuracy or completeness of the information set forth herein including, without limitation, information in respect to the Company and nothing contained in this Prospectus is, or shall be relied upon, as a promise or representation, whether as to the past or future. The Lead Broker has not independently verified any such information and assumes no responsibility for its accuracy or completeness.

3.6 This Prospectus contains summaries believed to be accurate with respect to certain terms of certain documents, but reference should be made to the actual documents (copies of which will be available to prospective Applicants upon request made to the Company) for complete information with respect thereto, and all such summaries are qualified in their entirety by such complete information.

3.7 Each Applicant should consult his/her own advisors as to the legal, tax, business, financial and related aspects of subscribing for Shares in this Offer.

3.8 Neither the Company, nor any of its respective representatives is making any representation to any Applicant regarding legal, tax, business, financial and related aspects concerning subscription for Shares in this Offer, and Applicants should not consider this Prospectus as a recommendation by the Company that the Applicant should subscribe for or purchase any Shares. Each Applicant must make its own investigation and evaluation of the Company.

3.9 This Prospectus is intended for use in Jamaica and is not to be construed as an offer of any of the Shares outside of Jamaica. In any event, the distribution of this Prospectus and the offering of the Shares in certain jurisdictions are restricted by law. The Company requires that anyone who receives this Prospectus inform themselves about and observe such restrictions. 3.10 This Prospectus does not constitute, and may not be used for or in connection with, any offer to, or solicitation by, anyone in any jurisdiction other than Jamaica.

3.11 The Shares may not be offered or sold in the United States of America to or for the account or benefit of any U.S. person except pursuant to transactions not subject to the registration requirements of the Securities Act of the United States of America and applicable state securities laws.


Forward Looking Statements
3.12 Except for the historical information concerning the Company contained in this Prospectus, certain matters discussed in this Prospectus, including without limitation the discussions of future plans and financial projections, contain forward‑looking statements. Forward-looking statements are statements that are not about historical facts and speak only as of the date they are made. Although the Company believes that in making any such statements its expectations are based on reasonable assumptions, any such statement may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. Applicants are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. Future events or circumstances could cause actual results to differ materially from historical or anticipated results.

3.13 When used in this Prospectus, the words “anticipates”, “believes”, “expects”, “intends” and similar expressions, as they relate to the Company, are intended to identify those forward‑looking statements. These forward‑looking statements are subject to numerous risks and uncertainties. Once this Prospectus has been signed by or on behalf of the Company, the Company undertakes no obligation to update publicly or revise any of the forward-looking statements in light of new information or future events, including changes in the Company’s financial or regulatory position, or to reflect the occurrence of unanticipated events. There are important factors that could cause actual results to differ materially from those in forward‑looking statements, certain of which are beyond the Company’s control. These factors include, without limitation, the following:

· economic, social and other conditions of Jamaica or Trinidad & Tobago, including actual rates of growth of the Jamaican and Trinidad & Tobago economies, instability, high domestic interest rates or exchange rate volatility;
· adverse climatic events and natural disasters;
· changes in regulatory policy adversely affecting the revenues or expenses of the Company;
· any other factor(s) negatively impacting on the realisation of the assumptions on which the Company’s financial projections are based, and
· other factors identified in this Prospectus