Skyflower Hotels,Belize & Central America

1. Sky Flower Hotels Limited
Investment Opportunity Overview
Nicholas & Shannon Davies
NOVEMBER 2015
Confidential

2. Investment Proposition
- the concept
Sky Flower Hotels
 Opportunity to invest in the flagship property of the first Belize-
wide hotel brand aimed at small boutique, mid-priced market
with clientele from North America, Europe and the region
 Subsequent potential build-out into the rest of Belize and
ultimately into Central America
 Key brand drivers:
 high visibility location; single unit properties
 high price/value positioning
 signature roof top pool/leisure concept
 conference banqueting & event spaces
 appealing to leisure, business and domestic travellers
 marketing will include brand loyalty programme
 sales driven through: online travel agencies, offline travel trade providers,
direct website sales and sister travel companies
Confidential

3. Investment Proposition
- capital/funding requirements
Sky Flower Hotels
 Phase 1 2018-2019 – Flagship Property – San Ignacio
 Project cost including contingency and initial pre-opening
operating costs – BZ$9.7m
 Funding requirements
 Loan – BZ$4,500,000 (agreed with local development corporation)
 Preferred Equity – BZ$3,500,000
 Common Equity – BZ$2,000,000 (to represent 45% of common
equity)
 Preferred equity will be have a 6% cumulative dividend and will
be callable at 4% premium from 2020 onwards.
Confidential

4. Investment Proposition
– project delivery
Sky Flower Hotels
 Leadership by brand founders and owners – Nick & Shannon Davies;
 Nick (CEO) – British/Belizean - 35 years European, Carribean, North, Central &
South Amercian hotel management, hospitality association and marketing
experience
 Shannon (COO) – Belizean – 15 years Belizean hotel and business management
experience
 Abner Valladares (CFO) – Belizean – 13 years accounting and financial
management experience in top Belizean resorts
 Prospective key project consultants
 Design: WATG, USA – the world's leading design consultancy for the hospitality,
leisure and entertainment industries
 Hospitality Training and Quality assurance: Freeman Group, USA
 Constructor: Caribbean Engineering, Belize - most recent Belize tourism
project - Black Orchid Resort – river front suites – 2014
 Financial: Legacy Funding td, Belize City – Capital Raise and Placement
Confidential

5. Investment Proposition
– project partners and affiliations
Sky Flower Hotels
 Sister travel and hospitality businesses owned by Nick & Shannon Davies
(developed and currently operational - 2009-present)
 Darah Travel – Belize destination management company (DMC)
 Darah Transfers and Tours – Belize provider of transportation services
 Pure Belize – founder & regional partner of Pure Central America – regional DMC
 Suriname Travel Services – Regional DMC for South America and South Caribbean
 Belize Hotel Management – regional hotel management services
 CleverNSmart – International Hospitality consulting
 Memberships and affiliations:
 Latin American Travel Association
 Belize Hotel Association
 Belize Trade and Industry Association
 Belize Chamber of Commerce Institute
 Belize Tourism Board
Confidential

6. Key Management credentials (1)
General Manager (Nick)
Captain Don's Habitat, Bonaire (1996-
2001)
General Manager (Nick)
Harbour Village Beach Club and Marina, Bonaire
(2003-2005)
General Manager (Nick)
Ka'ana Boutique Resort, Belize (2007-2009)
Director Sustainable Tourism (Shannon)
General Manager (Shannon)
Ambergris Beach House, San Pedro (2014-2015)
Sales and Marketing Director (Nick) - Winner – Tourism Employer of the Year (2008) - Chamber
of Commerce and Tourist Board
- Small Luxury Hotels – prepared for membership 2009 – only
hotel in Belize in SLH
- Small Luxury Hotels – prepared for membership 2005 – only hotel in
Bonaire in SLH;
- World Travel Awards –Bonaire Hotel of the Year 2004 & 2005
- Runner up – Best Dive Resort worldwide – Scuba
Diver magazine USA (1999)
- Preparation of property for sale under one year consulting
contract – achieved success in 7 months
Confidential

7. Key Management credentials (2)
General Manager (Nick)
Captain Don's Habitat, Bonaire (1996-
2001)
Deputy General Manager (Nick)
Down Hall Country House Hotel, UK
(1987-1989)
General Manager (Nick)
Raven Hall Country House Hotel and Golf Course, UK
(1989-1995)
Served on Board of Directors (Nick) 1996-2001
Served on Board of Directors (Nick) 1996-2001;
2003-2005 including 3 years as President; Chairman
of Marketing Committee; Founder and Chairman of
the Island's airlift committee
Served on Board of Directors (Nick) 2007-
2010; Chairman of Marketing Committee;
Served on the country's airlift committee
representing BHA;
Confidential

8. San Ignacio Flagship Property
- proposed funding and ownership structure
Sky Flower Hotels
 San Ignacio – 2018-2109
 funding requirements – BZ$10m:
 already secured an in-principal commitment from local leading
development corporation for BZ$4.5m
 seeking preferred equity funding (Class B) for BZ$3.5m;
cumulative preferred callable Class B shares offering 6%
dividend; callable from 2020;
 seeking common equity funding (Class C) for BZ$2.0m
 ownership
 Special Purpose Vehicle: Belize Hotel Management (Phase 1)
Limited
 55% Class A Common (founding shareholders – Nick & Shannon
Davies)
 45% Class C Common shareholders – newly issued common shares
Confidential

9. Conceptual Design
Sky Flower Hotels
Roof top pool (first in Belize)Standard Rooms Signature Dining
Confidential
Credit:
Caribbean
Engineering
Credit: Caribbean Engineering

10. Indicative Project Timeline
Raise
common
equity
Q1 2018
PHASE 1
construct and fit
out
Q3 2019
Jan 2018
Confidential
BZ$2.0m
Raise
preferred
equity
Q3 2018
BZ$1.9m
Q3 2019
BZ$1.6m
20 rooms
operational
Q3 2020
37 rooms
operational
Construction
2018 2019 2020 2021
Drawdown
of debt
funding
BZ$4.5m
Operations
PHASE 2

11. Indicative Financials

12. BHML Preferred EQUITY Features
12
FEATURES DESCRIPTION
Instrument Class B Callable Cumulative Preferred Shares.
Issuer Belize Hotel Management Limited
Amount
3,500 Class B Shares (1,900 Class B shares issued Q3 2018; 1,600 Class
B shares issued Q3 2019)
Par Value $1,000
Minimum Investment $50,000
Dividend Yield
Guaranteed cumulative dividend of 6.00% per annum of the face value
accruing from the date of issuance of Preferred shares.
Dividend Dates
Paid semi-annually on January 1 and on July 1, when paid. Anticipated
start date on January 1, 2020 for the financial year ending December 31,
2019.
Rights
Priority right to take up future Class B stock offerings & participate in Sky
Flower business expansion in Belize and regionally.
Restricted voting rights to selection of Class B representative Board
member.

13. BHML Preferred EQUITY Features
13
FEATURES DESCRIPTION
Security Unsecured
Call Option
BHML has the right to call all or a portion of Class B Shares after
1 February 2022 w/ call premium of 4.0 % over par value plus
accrued dividend payment as of the date of Call.
Registration Registered Stock
Future Stock Issue No restriction on BHML to issue new stock.
Other Conditions
Full financial disclosure
Audited Financial Statement and Published Financial Information
within 6 months after the end of BHML's financial year ending
December 31.
Tax Status Dividend Income pays tax at 15% of value.
Fiscal Agent Development Finance Corporation (DFC)

14. BHML Common EQUITY Features
14
FEATURES DESCRIPTION
Instrument Class C Common Shares.
Issuer Belize Hotel Management Limited
Amount
2,000 Class C Shares (which will represent 45% of the voting common
shares of BHML)
Par Value $1,000
Minimum Investment $50,000
Dividend Yield
No guaranteed dividend. Dividend will be dependent on BHML Board
determining payment of dividend to Common Equity shareholders.
Rights
Class C Common Shares and Common Class A Common Shares
(Founders shares) will rank behind Debt and Class B Preferred Equity.

15. Contact Information
 Nick & Shannon Davies, 21 Moho St, Belmopan City,
Belize, Central America
 nick@nick-davies.com
 www.skyflowerhotels.com
 +501-610-3339 (GMT -7 hours)
Confidential