Mangrove Country Music Resort & Marina
Investor Materials
Private & Confidential · Access Code Required
Prepared by Mycelium Capital · Subject to Final Documentation
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Aerial view of the Mangrove waterway and coastline looking north, Hopkins, Belize
Hopkins · Belize
Mangrove Country Music Resort & Marina

A phased waterfront resort, marina, hospitality, and entertainment destination.

Prepared by Mycelium Capital
Investor Materials · Subject to Final Documentation · Confidential
The Offering

The offering at a single look.

A $15M Class A Equity LP raise into a phased repositioning of an existing waterfront marina and hospitality asset. Terms below are modeled and remain subject to final governing documents.

$15M
Class A Equity LP Raise
Equity investment in the project
20%
Residual Participation
Continues after capital return
Year 5
Modeled Capital Return
At refinance · subject to proceeds
1.71x
Base-Case MOIC
Modeled Year 5 refinance outcome
Investor Return Structure

Class A investors are modeled to receive a return of invested capital from available Year 5 refinance proceeds, while retaining 20% participation in residual project economics.

These are modeled terms and remain subject to final governing documents. Capital return, refinance proceeds, MOIC, and IRR are not guaranteed.

The existing 42-slip marina at the Mangrove property
The Opportunity

An existing waterfront asset — not raw land.

A tangible, operating marina and hospitality platform in Hopkins, Belize — with near-term revenue to activate and a long-term path to a resort and entertainment destination.

1
Already in place

Marina, cabins, canals, lot inventory, guest assets, and core infrastructure.

2
Near-term activation

Real estate, rentals, marina operations, and guest experiences.

3
Long-term development

A resort, live-music, and entertainment destination.

4
Multiple channels

Hospitality, real estate, marina, experiences, F&B, and events.

Why Belize · Why Hopkins

Caribbean appeal in an accessible market.

English-speaking

English in courts, contracts, and government.

Common-law framework

British common-law system familiar to North American investors.

Fee-simple ownership

Foreign fee-simple ownership available, subject to Belize legal review.

North American access

Direct and connecting service from major North American markets.

Reef & nature

Barrier Reef, diving, fishing, sailing, and Maya destinations.

Authentic coast

Lower-density coastal character with marina-based recreation.

Locator map showing Hopkins and the Mangrove property on the Belize coast
Schematic locator — not to scale.

Legal, ownership, tax, tourism, and travel statements are indicative and remain subject to Belize legal and regulatory review.

What Exists Today

A tangible, operating platform — already on the ground.

≈ 60 acres
Waterfront land assembly
42-slip marina
Private, operational canal
Canal system
Navigable private waterways
Lot inventory
Oceanfront, canal & treehome lots
Five cabins
Marina-side, in rental pool
Planned condo areas
Multi-story development parcels
47-ft yacht
Plus fishing boat & wave runners
Core infrastructure
Water filtration, septic, gated entry
Operating History

Prior operating history under Sittee Point Limited (established 2014). Existing assets shown here are distinct from planned Phase Two development.

Existing Site & Master Plan

One site. Three horizons.

Existing / Activating

Marina · Canals · Cabins · Existing services · Guest assets

Phase One Monetization

Oceanfront lots · Canal lots · Treehome lots · Rental & marina activation

Phase Two Development

Hotel · Entertainment venue · F&B · Condo / resort areas · Shops, pools & amenities

Draft conceptual development plan for the Mangrove site
Draft / conceptual development plan · Not to scale · Confidential · Subject to change (November 2023).
The Repositioning Vision
From
Mangrove Resort & Marina
To
Mangrove Country Music Resort & Marina

Refined country music in a Belize waterfront environment — nine reinforcing elements within one destination platform.

Belize waterfront hospitality
Marina & boating
Country-music programming
Live entertainment
Restaurant & bar
Events & destination programming
Resort lodging
Guest experiences
Real estate ownership

The full music and entertainment concept is planned and is not currently operational.

Integrated Revenue Platform

Five revenue streams, one platform.

Each stream reinforces the others — a guest, a boat, a lot, a show, and a meal are all the same visit.

Real Estate
  • Oceanfront lots
  • Canal lots
  • Treehome lots
  • Resort residences / condos
Hospitality
  • Cabins
  • Treehomes
  • Hotel rooms
  • Rental-pool opportunities
Marina & Experiences
  • Slips
  • Boats & watercraft
  • Fishing & diving
  • Tours & programming
Entertainment & Events
  • Music programming
  • Venue events
  • Private events
  • Destination experiences
Food & Beverage
  • Restaurant
  • Bar
  • Event support
  • Guest & marina spending

Illustrative revenue architecture. No revenue amounts are assigned to individual streams beyond those supported by the financial model.

Phase One

Rebrand, activate, monetize.

Existing infrastructure and assets generate revenue while reducing execution risk and preparing the project for Phase Two.

01

Acquire / control

Acquire or control the applicable interest in Sittee Point Limited.

02

Rebrand

Reposition as Mangrove Country Music Resort & Marina.

03

Activate

Bring the marina, cabins, treehomes, lots & guest assets online.

04

Monetize inventory

Begin phased sale of appropriate lot inventory.

05

Launch programming

Early hospitality, marina, boating & guest programming.

06

Prepare Phase Two

Ready the project for resort & entertainment development.

An existing treehome at the Mangrove property
Phase One Revenue Opportunities

Early revenue, across the asset base.

Lot salesOceanfront, canal & treehome lots
Marina operationsSlip activity, services, guest access
Cabin & treehome rentalsExisting rental-pool inventory
Yacht & watercraftGuided on-water experiences
Tours & guest experiencesDestination programming
Early eventsProgramming as operations build
Food & beverageF&B as operations scale

Timing, pricing, margins, and performance remain subject to validation against the financial model.

Phase Two

Resort & entertainment destination.

The envisioned centerpiece: a waterfront resort, live-performance venue, marina-side dining, and artist and guest experience set in the Belize landscape.

100-room
Luxury hotel
≈ 500-seat
Indoor performance venue
Restaurant & bar
Plus event-support spaces
Artist & production
Support facilities
Marina-integrated
Guest amenities
Destination
Additional hospitality programming

These are planned Phase Two elements — not currently built or operating. Conceptual only; no finalized architectural plan is implied.

The Capital Raise

$15M raise, modeled use of funds.

Structure
$15M
Class A Equity LP raise
20%
Residual participation
Year 5
Modeled capital-return event
Capital Return + Continued Equity Participation

Class A investors are modeled to receive a return of invested capital from available Year 5 refinance proceeds, followed by continued participation in 20% of residual economics, subject to final documentation. Capital return is subject to available proceeds and is not guaranteed.

Use of Class A Capital
Mangrove reserve / held account supporting Loan 1$10.0M
Initial Land Partner payment$2.0M
Mycelium Capital raise & structuring fee$0.75M
PMO / Project Management Office fee$0.75M
Working capital, closing, reserves, activation & contingency$1.5M
Total Class A raise$15.0M

The $10M reserve supports the modeled Loan 1 closing and is not a permanent project expenditure.

Capital & Financing Sequence

A modeled financing sequence.

1

Close the raise

$15M Class A raise closes

2

Land Partner pmt 1

$2M after the raise

3

Hold the reserve

$10M held ~3 months for Loan 1

4

Close Loan 1

$14M land loan closes

5

Land Partner pmt 2

$2M after Loan 1 close

6

Pay off Loan 1

Within the modeled 3–6 months

7

Close Loan 2

Modeled $60M construction / project loan

8

Land Partner pmt 3

$16M after Loan 2 close

9

Fund development

Build, FF&E, vehicles, OpEx & reserves

10

Year 5 refinance

Pursue the modeled refinance

Modeled financing — debt is not represented as committed. All financing remains subject to underwriting and final lender documentation.

Transaction & Ownership Structure

A $40M transaction · 20 / 40 / 40 residual.

$40M
Total modeled transaction value
$20M
Total modeled cash to Land Partner
Payment Timing
$2M
after Class A raise
$2M
after Loan 1 close
$16M
after Loan 2 close

Class B is modeled as a non-managing rollover LP with no GP control. Class B participates through its 40% residual interest following the modeled transaction structure.

Residual Economics
20%
Class A Equity LP

New cash investors providing the $15M equity raise. Invested capital is intended to be returned at the modeled Year 5 refinance, subject to available proceeds, with continued 20% residual participation thereafter.

40%
GP / Mycelium Capital

Managing GP responsible for execution, financing, development, investor relations, and project oversight.

40%
Class B Land Partner

Land Partner receiving $20M of modeled cash consideration across the transaction timeline and retaining 40% residual participation as a non-managing rollover LP.

All percentages and terms remain subject to final governing documents.

Debt Stack

Two loans. One takeout.

Loan 1 — Land Loan
Timing ~3 months · Mangrove-only collateral
Collateral value$40M
LTV35%
Gross proceeds$14M
Commitment fee (6%)$0.84M
Debt-service reserve$1.0M
Expected payoff3–6 months
Loan 2 — Construction / Project
Funds the build & takeout of Loan 1
Loan amount (modeled)$60M
After-construction value$80M
Implied LTV75%
Interest reserve (18mo)$7.2M
Origination fee (2%)$1.2M
Major usesBuild + payoff

All financing remains subject to lender underwriting and final commitments.

Refinance & Capital Return Strategy

Three modeled scenarios, one waterfall.

ScenarioNOICapLTVRate
Conservative75%9%65%8.0%
Base85%8%65%7.5%
Upside95%7%70%7.0%

30-year amortization (all scenarios). The modeled refinance loan is the lower of LTV-based and DSCR-constrained sizing (min DSCR 1.25x).

Modeled Waterfall
1
Project / refinance proceeds
2
Pay project debt & lender requirements
3
Return Class A invested capital from available proceeds
4
Split residual  20% A / 40% GP / 40% B

Class A investor returns are structured through capital return followed by continued participation in residual project economics. Class A capital return is subject to available proceeds and final documentation.

Modeled Class A Investor Outcomes

Year 5 refinance event — modeled outcomes.

Modeled total proceeds include the return of Class A invested capital plus Class A's 20% participation in residual refinance proceeds.

ScenarioTotal Class A ProceedsMOICIRR
Conservative$20.07M1.34x6.0%
Base$25.59M1.71x11.3%
Upside$34.95M2.33x18.4%

These outcomes reflect the modeled Year 5 refinance event only and exclude potential future post-refinance cash flow from retained equity.

Source: MCMR financial model and MCMR Structure Overview v5. Not guaranteed or projected with certainty.

Leadership & Execution Team

Organized by execution responsibility.

David Friesen
David Friesen
Capital Oversight & Structuring
Founder, Mycelium Capital. 30+ yrs capital management; financial governance & investor oversight.
Rob Wilcox
Rob Wilcox
Real Estate Sales & Execution
Founder, Anchorpoint Advisors. 30+ yrs commercial real estate; sales strategy & buyer engagement.
Alan Griffiths
Alan Griffiths
Marketing & Revenue Strategy
CEO, Five Stones Consulting. Scalable revenue systems across real estate & hospitality.
Chris De Pew
Chris De Pew
Hospitality Development
Co-Founder, ITA Global. 20+ yrs hospitality; operating systems & service standards.
Santiago Aguilar
Santiago Aguilar
Destination Programming
Co-Founder, ITA Global. ~20 yrs across 24 countries; guest experiences & operations.
LK
Lauren Kemper
Music, Live Entertainment & Events
Music programming and live entertainment. Artist curation, event production & guest experience.
RW
Rick Wahlberg
Food & Beverage Operations
Restaurant and food & beverage operations, concept execution & day-to-day delivery.
Thomas E. Jones
Thomas E. Jones
Operations & Governance
CEO, Use The System. 20+ yrs executive operations; systems & asset performance.
Russel Moore
Russel Moore
Belize Development & Local Execution
Belize-based investor & land partner. 20+ yrs local development; regulatory & contractor alignment.
Bradley Rinehart
Bradley Rinehart
Legal, Permitting & Regulatory
Belize-based entrepreneur. 30+ yrs on-the-ground; permitting, title & compliance.

Team organized by execution responsibility. Teal denotes Mangrove-specific hospitality and entertainment roles. Roles and credentials remain subject to confirmation.

Execution Priorities

What we are focused on.

Transaction & Legal
  • Acquisition documents
  • Title
  • Belize legal & entity structure
  • Securities compliance
Financing
  • Class A closing
  • Loan commitments
  • Underwriting
  • Capital reserves
Development
  • Permitting
  • Construction costs
  • Schedule
  • Infrastructure & approvals
Operations & Exit
  • Hospitality execution
  • Entertainment programming
  • Revenue assumptions
  • Refinance sensitivity
  • Capital-return proceeds

Presented for investor consideration. Material items remain subject to confirmation, underwriting, permitting, and final documentation.

A yacht on the Mangrove waterway heading toward the open Caribbean

From waterfront asset activation
to long-term destination value.

Mangrove Country Music Resort & Marina is designed to combine existing waterfront assets, phased hospitality activation, resort development, live entertainment, marina experiences, and retained real estate value within a single destination platform.

Hopkins, Belize  ·  Mycelium Capital
David Friesen · David@MyceliumCapital.ca · 825-425-4005